Thông tư 210/2012/TT-BTC

Circular No. 210/2012/TT-BTC of November 30, 2012, guidance on the establishment and operation of securities company

Nội dung toàn văn Circular No. 210/2012/TT-BTC guidance on the establishment and operation


MINISTRY OF FINANCE
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom – Happiness

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No: 210/2012/TT-BTC

Ha Noi, November 30, 2012

 

CIRCULAR

GUIDANCE ON THE ESTABLISHMENT AND OPERATION OF SECURITIES COMPANY

Pursuant to the Securities Law of June 29, 2006;

Pursuant to the Law on amending and supplementing a number of articles of the Securities Law on November 24, 2010;

Pursuant to the Enterprise Law on November 29, 2005;

Pursuant to Decree No. 58/2012/ND-CP of July 20, 2012 of the Government detailing and guiding a number of articles of the Securities Law and the Law amending and supplementing a number of Articles of the Securities Law;

Pursuant to Decree No. 118/2008/ND-CP of November 27, 2008 of the Government defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

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

Minister of Finance issues Circular on the establishment and operation of securities companies.

Chapter I

GENERAL PROVISIONS

Article 1. Scope and subject of adjustment

1. Scope of adustment: This Circular provides for the establishment and operation of securities companies in Vietnam.

2. Subject of adjustment

a). Securities company;

b). Organizations and individuals related to the establishment and operation of securities companies.

Article 2. Explanation of terms

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

1. Securities company is the enterprise carrying on securities business, performing one, some or all of the business: securities brokerage, securities dealing, securities underwriting and securities investment consultation.

2. Securities practitioner is the person who has securities practice certificate, working in departments of securities brokerage, securities dealing, underwriting securities and securities investment consultation and has labor contract with securities companies.

3. Valid copy is a copy which is notarized or certified by a Vietnamese competent organization.

4. Valid dossier is dossier with complete papers as prescribed by this Circular and contents fully declared in accordance with regulation of the law.

5. Working capital is the difference between current assets and current liabilities at the time of calculation.

6. Consolidation is that two or more securities companies of the same type (hereinafter referred to as the consolidated securities company) are merged into a new securities company (hereinafter referred to as the consolidation securities company) by transfer all assets, rights, obligations and legal interests to the consolidation securities company at the same time terminating the existence of the consolidated securities company.

7. Merger is that a company or a number of securities companies of the same type (hereinafter referred to as the transferror securities company) are merged into another securities company (hereinafter referred to as the transferree company) by transfer all the assets, rights, obligations and legal interests to the merger receiving securities company, at the same time terminating the existence of the transferror securities company.

Chapter II

LICENSE FOR ESTABLISHMENT AND OPERATION

Section 1. ISSUANCE OF LICENSE FOR ESTABLISHMENT AND OPERATION

Article 3. Conditions for issuance of License for establishment and operation

1. Secutiries company with its head office, material facilities serving the securities business under the guidance of the State Securities Commission after it is approved by Ministry of Finance.

2. Secutiries company must have chartered capital which is capital actually contributed, at least equal to the legal capital as prescribed by law.

3. Director (General Director) of securities company must meet the provisions of Clause 3, Article 34 of this Circular.

4. Having at least three (03) securities practitioners for each business operation requesting License of operation.

5. Structure of shareholders, members of equity contribution of securities company:

a). Securities company is established in the form of joint stock company or limited liability company with two or more members must have a minimum of two (02) founding shareholders, the founding member is the organization which meets the provisions of Clause 7 of this Article, in which there must be at least one (01) organization as commercial bank, insurance company or foreign organization in accordance with provisions in Clause 8 of this Article;

b). Securities company is established in the form of a one-member limited liability company, the Owners shall be a commercial bank, insurance company in accordance with Clause 7 of this Article or foreign organization under Clause 8 of this Article;

c). Ratio of share Ownership, contributed capital of founding shareholders, founding member as an organization is at least 65% of the chartered capital in which organizations as commercial banks and insurance enterpries or foreign organizations specified in Clause 8 of this Article owns at least 30% of the securities company’s chartered capital;

d). Shareholder or member owns 10% or more of the capital stock or contributed capital of a securities company and the person concerned of the shareholders, that capital contributor must not contribute more than 5% of the share or contributed capital of another securities company;

đ) Securities company established and operating in Vietnam must not be contributed capital to establish other securities companies in Vietnam.

6. Conditions for individuals contributing capital to establish securities company:

a) Being individual not subject to the absence of the right to establish and manage enterprises in Vietnam in accordance with regulations of the law and having the financial capacity to contribute capital to establish securities company;

b) Only using their own capital for contribution, not using borrowed capital, investment trusts capital of other organizations and individuals;

c) Individuals who contribute capital must demonstrate their capital contribution capacity in Vietnam dong or a freely convertible currency in the bank account. The minimum value of money must be equal to the amount of capital to be contributed to the securities company and the time of confirmation of the bank shall not exceed thirty (30) days to the date the dossier for securities company establishment is complete and valid.

7. Conditions for organizations contributing capital to establish securities companies:

a) Having legal entity; not in a state of consolidation, merger, division, separation, dissolution, bankruptcy and not subject to the absence of the right to establish and manage the business as prescribed by law;

b) Business operations must be profitable in two (02) years preceding the year of capital contribution to establish securities company without accumulated losses to the time of capital contribution for establishment of securities company;

c) In case of commercial bank, insurance company and securities company contributing capital:

- Not being in the state of operation control, special control or other warning states;

- Fully meeting all the conditions for participation of capital contribution and investment in accordance with specialized law

d) In case of other economic organizations contributing capital:

- Having operating time of at least five (05) consecutive years preceding the year of capital contribution for establishment of securities organization;

- Equity shall be at least equal to the expected capital contribution after subtracting long-term assets;

- Working capital must be at least equal to the expected capital contribution

e) Only using equity and other valid capital sources under the provisions of specialized laws, do not use trust funds of other organizations and individuals for capital contribution.

8. Foreign capital participating in capital contribution to establish must meet the following regulations:

a) Being organization operating in the banking, securities, insurance, and having the operation time at least two (02) years preceding the year of capital contribution for establishment.

b). Subject to regular and continuous monitoring of foreign specialized management and monitoring agencies in the field of securities and approved by these agencies in writing for the capital contribution to establish securities business organizations in Vietnam;

c). The foreign specialized management and monitoring agencies in the field of securities and the State Securities Commission has signed bilateral or multilateral agreements on exchange of information, cooperation for management, inspection, monitoring of securities activities and securities market;

d). Meeting relevant provisions in Clause 7 of this Article;

đ) The rate of capital contribution to establish securities company of foreign organizations shall comply with regulations of the law.

Article 4. Dossier to request issuance of Licence of establishment and operation

1. Dosier to request the issuance of Licence of establishment and operation of securities company includes:

a) Written request for issuance Licence of establishment and operation (under form prescribed in Annex 1 issued together withi this Cicular);

b) A written explanation about the material facilities to ensure the implementation of the securities business operations (under the form prescribed in Appendix II to this Circular) together with documents proving the right to use head office;

c) Minutes of the meeting and decision of the founding shareholders or founders on the establishment of securities companies. The decision must include the following basic contents:

- Company’s name, business operations;

- Chartered capital and Ownership structure;

- Adoption of company ordinance and business plan;

- Representative of founding shareholders, founders performing procedures for establishment of securities companies.

d) A tentative list of the Director (General Director) and the securities practitioner (under the form provided in Appendix III issued together with this Circular) together with copies of valid certificate of securities practice; Written personal information of the Director (General Director) (under the form prescribed in Appendix IV issued together with this Circular);

đ) List and the percentage of Ownership of the shareholders and capital contributors (under the form provided in Appendix V issued together with this Circular);

e) A tentative list of members of Board of Directors, Board of Members s, Supervisory Board (if any) together with a valid copy of identity card or passport, judicial record and written personal information (under the form prescribed in Appendix IV issued with this Circular);

g) Documents proving the capacity of capital contribution of the shareholders, capital contributors to establish securities companies:

- For individuals: A copy of valid identity card or passport, a written personal information (under the form prescribed in Appendix IV issued with this Circular) and documents proving financial capacity to meet the provisions of Clause 6, Article 3 of this Circular; Judicial record for shareholders and capital contributor from ten percent (10%) or more of the chartered capital of the securities company;

- For organization:

A valid copy of the License for establishment and operation or business registration certificate or other equivalent documents; Company Ordinance; meeting minutes and decisions of the Board of Directors, Board of Members s or Ownership of capital contribution and appointment of representative of the contributed capital attached to a valid copy of identity card or passport, judicial record, a written personal information of the representative of the contributed capital (under the form prescribed in Appendix IV issued with this Circular) and other documents proving the satisfaction of the provisions of clause 7, Article 3 of this Circular. In case the organization is expected to own more than ten percent (10%) of the chartered capital of the securities company, it should supplement the judicial record of the legal representative;

For organizational of capital contribution as the parent company, the financial statement is the integrated statement of the latest year whcih has been audited in accordance with the law on accounting and auditing;

For organizations contributing capital as commercial banks and insurance companies must submit additional copy of periodic reports on the norms of financial and capital safety in accordance with the specialized law in the last two (02) years;

h) Written approval for the permission of the capital contribution for establishment of the specialized management supervision agencies for commercial banks, insurance companies or other documents evidencing the permission for capital contribution to establish securities company.

i) The draft of company Ordinance has been adopted by the founding shareholders, and the founder of the securities company.;

j) The business plan of the first three (03) years is consistent with business operations requested for the issuance of License (under the form prescribed in Appendix VI issued together with this Circular) with the business processes, the internal control and risk management processes.

2. Where the shareholders and contribute capital contributors to establish securities company are foreign organization, the documents issued by the foreign competent authorities must be legalized by the agency where the organization has been registered within six (06) months before the date of submission of application. Documents written in a foreign language must be translated and certified into Vietnamese by an organization with translation function in accordance with Vietnamese law.

3. Dossier specified in clause 1 and 2 of this Article shall be made in one (01) original attached to a file of electronic information. The original dossier is submitted directly to the State Securities Commission or sent by post.

Article 5. Procedures for issuance of License for establishment and operation

1. After receiving the dossier specified in Article 4 of this Circular, within twenty (20) working days, the State Securities Commission shall have a written request for dossier supplementation in case of invalidity of dossier or require the completion of conditions for material facilities and blockade of contributed capital for the cases of complete and valid dossier. Where it is necessary to clarify issues related to dossier, the State Securities Commission may request the representative of shareholders, founders or the expected Directors (General Director) to give direct explanation or in writing.

2. Within thirty (30) days after the State Securities Commission has a written request, the shareholders and founders establishing securities trading organizations must complete the dossier to request the issuance of License for establishment and operation. After the above time limit, if the shareholders and founders do not supplement and complete the dossier, the State Securities Commission may refuse to issue a License for establishment and operation.

3. Within ninety (90) days from the date of receipt of written notice of the State Securities Commission to complete the infrastructure conditions and blockade of contributed capital, the founding shareholders and founders shall complete the material facilities and blockade contributed capital. The chartered capital of the company must be blockaded on account of a commercial bank designated by the State Securities Commission and is released and transferred to the company's account immediately after being issued License for establishment and operation. Exceeding the time limit, the State Securities Commission may refuse to issue License for establishment and operation.

4. The State Securities Commission shall inspect the material facilities at the head office of securities company prior to the issuance of License for establishment and operation.

5. Within seven (07) days from the date of receipt of confirmation of capital blockade in accordance with the provisions in Clause 3 of this Article and the result of infrastructure examination of the company’s head office and other legal documents, the State Securities Commission shall issue License for establishment and operation to the securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

6. The securities company shall conduct activities of securities trading in a period of twelve (12) months from the date of issuance of a License for establishment and operation.

Article 6. Name of securities company

1. Name of securities company includes the following components:

a) Type of enterprise;

b) Word “securities”;

c) Proper name.

2. Name of securities company must comply with the provisions of Enterprise Law.

Article 7. Announcement of the License for establishment and operation

Within seven (07) days from the date of issuance of License for establishment and operation, the securities company shall announce the License for establishment and operation under the provisions of Article 66 of the Securities Law.

Section 2. ADJUSTMENT OF LICENSE FOR ESTABLISHMENT AND OPERATION

Article 8. Adjustment of License for establishment and operation

1. Securities company upon supplementation, withdrawal of securities business operations, renaming, location of its head office, increase or decrease of chartered capital, change of the legal representative shall request State Securities Commission to issue the adjusted License for establishment and operation.

2. Dossier for adjusting the License for establishment and operation shall be made ​​in one (01) original submitted directly to the State Securities Commission or sent by post.

3. In case dossie to request adjustment of the License is incomplete and invalid, the securities company shall supplement and complete the dossier within thirty (30) days after the State Securities Commission has a written request. After this time limit, the dossier sent to the State Securities Commission before shall be implicitly invalid.

4. The securities company issued License for establishment and operation shall announce the License of adjustment under the time limit and method prescribed in Article 66 of Securities Law.

Article 9. Supplementation of securities business operations

1. Securities company supplementing the business operations must meet the following regulations:

a) Having material facilities to meet provisions prescribed in Clause 1, Article 3 of this Circular for cases to request supplementation of securities brokerage and securities dealing;

b) Having chartered capital and equity at least equal to the legal capital for business operations which have been licensed and business operations requested for supplementation;

c) Ensuring adequate securities practitioners for business operations which are performed and having a minimum of three (03) of securities practitioners to undertake business operations requested for supplementation;

d) Securities company is not put under control, special control, suspension from operation under current regulations within three (03) months prior to the submission of dossier for supplementation of business operations.

2. Dossier to request supplementation of securities business operations includes:

a) Written request for adjustment of the License for establishment and operation (under form prescribed in Annex VII issued together with this Circular).

b) A written explanation about the material facilities for business operations in case of supplementation securities brokerage and securities dealing (under the form prescribed in Appendix II issued together with this Circular);

c) Decision of the General Meeting of Shareholders, the Board of Members s or the Owners on the supplementation of securities business operation;

d) The yearly financial statement or the most recent financial statement (but not more than 06 months to the time of requesting supplementation of operations) independently audited and approved by the State Securities Commission and certified by the bank for additional capital deposited in the escrow account (if any);

e) Business operation plan in the first three (03) years for the business operations requested for the supplementation (in the form prescribed in Appendix VI issued together with this Circular) together with the operation, internal control, risk management process applied to the securities business operations requested for the supplementation

f) List of securities practitioners who are working in the business operation departments of the company (under the form prescribed in Appendix III issued with this Circular); List and valid copy of certificate of securities practice and the labor contract of the securities practitioner and labor contract of the securities practitioner expected to perform additional operations;

e) The Ordinance amended and supplemented which has been adopted by the General Meeting of Shareholders, the Board of Members s or the Owners of the securities company.

3. The State Securities Commission shall inspect the material facilities for the case of request for supplementation of the operations of securities brokerage, securities dealing.

4. Within twenty (20) days from the date of receipt of valid dossier as prescribed in Clause 2 of this Article and the inspection result of material facilities (if any), the State Securities Commission shall adjust the License for establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 10. Withdrawal of securities business operations

1. Procedures for the withdrawal of securities business operation:

a) The company securities shall submit dossier for withdrawal of the operation of securities brokerage. The dossier includes the following documents:

- Written request for adjusting the License for establishment and operation of the securities company (under the form prescribed in Appendix VII issued with this Circular);

- Decision of the General Meeting of Shareholders, the Board of Members or Owners on the withdrawal of the securities business operations;

- Phương án xử lý tài khoản của khách hàng Plan for handling of customers’ accounts.

b) Công ty chứng khoán thực hiện phương án và quy trình theo hướng dẫn của Ủy ban Chứng khoán Nhà nước;

Securities company shall implement the plan and procedures under the guidance of the State Securities Commission

c) Trong thời hạn bảy (07) ngày làm việc kể từ ngày nhận báo cáo đã thực hiện phương án xử lý tài khoản của khách hàng, Ủy ban Chứng khoán Nhà nước điều chỉnh Giấy phép thành lập và hoạt động đồng thời ra Quyết định thu hồi Giấy chứng nhận đăng ký lưu ký chứng khoán trong trường hợp công ty chứng khoán không có nghiệp vụ tự doanh chứng khoán. Trường hợp từ chối, Ủy ban Chứng khoán Nhà nước phải trả lời bằng văn bản và nêu rõ lý do.

Within seven (07) working days from the date of receipt of the report on having implemented plans for handling customer accounts, the State Securities Commission shall adjust the License for establishment and operation at the same time make a Decision on revocation of the Certificate of securities depository registration in case the securities company have no operations of securities dealing. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

2. Procedures for withdrawal of operation of securities investment consultation, securities underwriting and dealing.

a) Dossier to request the withdrawal of securities investment consultation operations, securities underwriting and dealing.

- Written request for asjustment of License for establishment and operation of securities company (under the form prescribed in Appendix VII issued with this Circular);

- Decision of the General Meeting of Shareholders, the Board of Members or Owners to on the withdrawal of securities business operations;

- Report on the results of processing contracts signed with customers in case of withdrawal of underwriting and investment consultation operations; plan for finalization of dealing accounts for cases of withdrawal of securities dealing.

b) Within seven (07) working days from the date of receipt of complete and valid dossier as specified at Point, clause 2 of this Article, the State Securities Commission shall adjust the Lincense for establishment and operation for the securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 11. Renaming of company and location of head office

1. Dossier for renaming of company:

a) Written request for adjustment of the License for establishment and operation of securities company (under form prescribed in Appendix VII issued together with this Circular);

b) Decision of the General Meeting of Shareholders, the Board of Members or the Owners of the company on the renaming of the company;

c) The Ordinance amended and supplemented which has been adopted by the General Meeting of Shareholders, the Board of Members s or the Owners of the securities company.

2. Dossier for change of location of head office includes:

a) Written request for adjusting the License for establishment and operation of the securities company (under the form prescribed in Appendix VII issued with this Circular);

b) A written explanation about the material facilities for business operations at the new location of the head office (under the form prescribed in Appendix II issued together with this Circular).

c) Decision of the General Meeting of Shareholders, the Board of Members or the Owners of the company on the change of location of the company’s head office.

3. The new location for the head office of the securities company to be moved to must satisfy conditions for the material facilities as specified in Clause 1, Article 3 of this Circular.

4. Before accepting the location for the head office, the State Securities Commission shall inspect the material facilities at the new location of the head office for securities company having operations of securities brokerage and dealing.

5. Within twenty (20) days from the date of receipt of complete and valid dossier and the result of material facilities (if any), the State Securities Commission shall adjust the License for establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 12. Change of chartered capital

1. Dossier for change of chartered capital:

a) Written request for adjusting the License for establishment and operation of the securities company (under the form prescribed in Appendix VII issued with this Circular);

b) Certification of the capital increase of the bank where the blockade account is opened or the financial statement at the time the securities company has completed the increase of chartered capital audited by the auditing organization approved by the State Securities Commission; the financial statement audited at the time after the securities company has completed the acquisition and cancellation of stocks and shares to reduce its chartered capital.

c) Report on the change of the Ownership structure before and after the change of chartered capital of the shareholders and capital contributor from ten (10%) or more of the chartered capital specified at Point d, Clause 2, Article 30 of this Circular and the Decision of the Board of Directors, Board of Members or Owners in case the buyer is the organization;

d) Report on the result of share offering in accordance with the law in case of increase of the chartered capital of the joint-stock company. Report on the result of acquisition of stocks and contributed capital and cancellation to reduce the chartered capital for the case of reduction of chartered capital.

2. Within twenty (20) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall adjust the License for establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 13. Change of legal representative

1. Dossier to request the change of legal representative of the company includes:

a) Written request for adjustment of the License for establishment and operation of securities company (under the form prescribed in Appendix VII issued with this Circular).

b) The decision of the Board of Directors, Board of Members or the Owners on the appointment of the Chairman of the Board of Directors, Chairman of the Board of Members or the Director (General Director), enclosed with a written personal information (under the form prescribed in Appendix IV issued with this Circular), a valid copy ofidentity card and a valid copy of certificate of securities practice of the newly appointed person (if any);

c) The amended and supplemented Ordinance has been adopted by the General Meeting of Shareholders, the Board of Members or the Owners for the case of changing the title of the legal representative.

2. Within twenty (20) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall adjust the License for establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Section 3. SUSPENSION AND REVOCATION OF LICENSE OF ESTABLISHMENT AND OPERATION

Article 14. Suspending operation of securities company

1. Securities company shall be suspended from operation in the following cases:

a) Dossier for issuance and adjustment of the License of establishment and operation with deliberately false information.

b) After the expiration of the time limit of warning specified in Article 74 of the Securities Law, the securities company still has not fixed the warning state with gross losses reaching fifty percent (50%) of the chartered capital or no longer satisfied the conditions for the capital of securities business operation;

c) Operating with improper purposes or not in accordance with the provisions specified in the License for establishment and operation;

Failing to maintain the conditions for issuing License for the establishment and operation as prescribed in Clause 1, 2, 3 and 4, Article 3 of this Circular;

d) Cases suspended in accordance with the law on sanctioning of administrative violations in the area of securities and securities markets.

2. The State Securities Commission shall base on the form and extent of violation of the securities company specified in Clause 1 of this Article to make a decision on suspending one or a number of all of the securities brokerage activities, securities dealing, securities investment consultation, securities underwriting and securities depository and clearly stating the time limit and scope of suspension.

3. During the time of suspension, the securities company shall not be allowed to open new securities trading account; not entitled to newly sign and extend contracts related to the business operations suspended from operations; make finalization and transfer account at customer’s request (if any); have remedial plan and report on the implementation of the plan at the request of the State Securities Commission.

Article 15. Revocation of License of Investment and operation

1. Securities companies revoked a license for the establishment and operation in the following cases:

a) Cases specified at Points a, b and c, Clause 2, Article 70 of the Law on Securities; cases in accordance with regulations of the law on sanctioning of administrative violations in the area of securities and securities markets; cases of revocation under the provisions of Clause 1, Article 46 of this Circular;

b) Securities company upon expiration of duration of operation under the Ordinance or requesting dissolution ahead of time;

c) Securities company goes bankrupt.

2. Within thirty (30) days from the date of the compelled withdrawal of a License for establishment and operation as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision to terminate all business activities licensed of the securities company to implement procedures for revoking License for establishment and operation.

3. Within 24 hours, publishing information on its website and business places of securities company and publishing information to the Stock Exchanges, Vietnam Securities Depository Center on the termination of all business activities which have been licensed to perform procedures for revoking License for establishment and operation;

a) Completely terminating the implementation of the licensed business operations, stopping signing all new contracts related to business activities of securities company;

b) Within fifteen (15) days, securities company shall make a plan to handle customer’s securities trading account opened at a securities company (if any). The plan includes the following basic contents:

- Time and method of disclosure of information and notification to each customer of the withdrawal of securities brokerage operations;

- Expected time of finalization of the transaction account (account closure or transfer) at the request of the customer, the finalization time mathematics shall last at least 30 days;

- Time to stop opening new accounts;

- Expected time of suspension of trading on both exchanges

- Time of suspension of withdrawal/deposit transaction of customers;

- Expected time of closure the existing account balance of the customer of undue finalization;

- Plans to deal with existing accounts and in dispute account.

4. Within forty-five (45) days after the State Securities Commission has its opinion about the plan to deal with customer accounts as specified in Clause 3 of this Article, the securities company shall implement the plan in the following order:

a) Publishing information on the mass media and in the business places of the company as prescribed and notifying to each customer under the plan;

b) Finalizing account (closure or transfer of account) including cash and securities at the customer’s request;

c) Within five (05) working days from the date of expiration of the account finalization, the securities company shall make report to the State Securities Commission on the finalization state of all accounts and existing accounts;

d) Securities company can make agreement to perform the transfer of securities trading account of customers to other securities companies.

The State Securities Commission may appoint substitute securities companies to complete the transactions and contracts of securities company which has been revoked License for the establishment and operation. In this case, the authorization relations are established between the two companies implicitly.

5. Within five (05) working days from the date of completion of the account finalization and transfer of existing accounts, the securities company shall make report to the State Securities Commission on the result of the implementation of the account finalization and transfer of existing securities trading account of customers. This provision shall not apply to securities company which has completed procedures for account finalization (not having existing account) to the customers.

6. Within five (05) working days from the date of receipt of the report as specified in Clause 4 and 5 of this Article, the State Securities Commission shall send text to securities company to require the company and relevant parties to carry out procedures for dissolution and bankruptcy of the company under the provisions of the Enterprise Law and the law on bankruptcy. This text is also published by the State Securities Commission on its website.

7. Within seven (07) working days from the date of complete dissolution or bankruptcy of the securities company, the legal representative of the securities company must send the original License for establishment and operation of securities company and dossier related to the dissolution of the company to the State Securities Commission. Within seven (07) working days after receiving complete and valid dossiers, the State Securities Commission shall make a decision to revoke License for establishment and operation and implement publication of information as prescribed.

Chapter III

ORGANIZATION OF SECURITIES COMPANY

Section 1. GENERAL PROVISION

Article 16. Principles of organization

1. Branch, transaction office, representative office are the units of the securities companie . The securities company must take responsibility for the operation of its branch, transaction office and representative office.

2. Name of branch, transaction office and representative office must bear the name of the securities company attached to the words indicating branch, transaction office and representative office and proper name for differentiation.

Article 17. General procedures

1. Securities company which is established, closed and changes its location of branch, transaction office and representative office must be approved by the State Securities Commission. The securities company which changes its branch name, transaction office and operations conducted at branch and changes its branch manager must request the State Securities Commission to adjust decision to establish branches, and transaction offices.

2. Dossier to request the approval of the State Securities Commission and dossier to request the adjustment of Decision on establish branch and transaction office for the contents specified in Clause 1 of this Article shall be made in one (01) original directly sent to the State Securities Commission or by post.

3. Where the dossier is incomplete and invalid, the securities company shall supplement and complete dossier within thirty (30) days after the State Securities Commission requests the supplementation and completion of dossier in writing. After this time limit, if the securities company does not carry out full supplementation and completion, the dossier which has been sent to the State Securities Commission shall be implicitly invalid.

Section 2. BRANCH OF SECURITIES COMPANY

Article 18. Branch establishment

1. Branch is a unit of the securities company. Branch of securities company shall perform business operations as decentralized and authorized from the securities company. The business operations of the branch are only limited within the scope of the business operations which securities company is licensed to operate.

2. The establishment of branch of securities company must meet the following requirements:

a) At the time of establishment of a branch, the securities company is not put under control, special control, suspension from operation under current regulations;

b) Not being sanctioned for administrative violations in the area of securities and securities markets within six (06) months to the time the State Securities Commission has received dossier to establish a branch;

c) Having head office and necessary equipment in service of the authorized securities business operations.

d) Branch Manager of securities company must meet the criteria specified at Points a and d, Clause 3, Article 34 and have certificate of securities practice in conformity with the business operations which the branch is entitled to perform, and professional experience in the area of finance, banking and securities at least two (02) years and executive and management experience of at least one (01) year;

e) Ensuring sufficient securities practitioner for business operations being conducted at the headquarter, branch, transaction office and having at least two (02) securities practitioners suitable for every business operation done at the branch expected to be established.

3. Dossier to request the branch establishment including:

a) Written request for branch establishment (under form prescribed in Appendix IX issued with this Circular).

b) The decision of the Board of Directors, the Board of Members or the Owners of the securities company on the establishment of branches and securities business operations authorized for branch to implement;

c) The business process, internal control and risk management process are expected to be performed at the branch;

d) Written explanation about the material facilities to ensure implementation of business operations as authorized by the securities company (under the form prescribed in Appendix II issued with this Circular) together with documents proving the right use of branches;

e) List of securities practitioners of the entire Company; list of Branch Manager, securities practitioners working at branches together with valid copy of certificate of securities practice and labor contract signed between securities company and securities practitioners working at branches; decision on appointment and a written personal information (under the form prescribed in Appendix IV issued with this Circular) of the branch Manager.

4. The State Securities Commission shall inspect the material facilities of the head office of branch of securities company expected to perform the operations of securities brokerage, securities dealing before making a decision to approve the establishment of branch.

5. Within fifteen (15) days from the date of receipt of complete and valid dossier and results of inspection of material facilities (if any), the State Securities Commission shall make a decision on approval to establish branches. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

6. Branch of securities company shall officially operate within three (03) months from the date the State Securities Commission has approved the establishment. Beyond this time limit, the State Securities Commission shall withdraw the decision on approval for the establishment of branches.

Article 19.Branch closure

The branch closure shall be implemented by the following process:

1. The securities company shall submit dossier to request the branch closure including:

a) A written request for branch closure (under the form prescribed in Appendix IX, issued together with this Circular);

b) Decision of the Board of Directors, the Board members or the Owners of the securities company on the branch closure;

c) Plan for handling valid securities trading contracts signed with customers, including contracts to provide brokerage services, investment consultation and underwriting in which clearly stating the publication of information and notification to customers of the branch closure and the time limit of at least fifteen (15) days for customer to finalize their accounts.

2. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for the branch closure of the branch of securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

3. Securities company shall perform the branch closure under the plan which has been reported to the State Securities Commission.

4. Securities Company shall make report on result of branch closure. Within five (05) days from the date of receipt of the report, the State Securities Commission shall make a decision to revoke the decision on establishment of branch of securities company.

Article 20. Change of location and amendment of decision on branch establishment

1. Dossier to request the change of branch location includes:

a) Written request for change of the branch location (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about material facilities to ensure the implementation of business operations at new location of the branch (under form prescribed in Appendix IX issued together with this Circular) attached to documents proving the use right Ownership of branch office.

c) Decision of the Board of Directors, Board of Members or Owners on the change of location of the branch.

2. Dossier to request the supplementation of securities business operations at the branch includes:

a) Written request for amendment of decision on approval for establishment of branch of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about material facilities in service of business operations which have been requested for cases of supplementation of securities brokerage, securities dealing (under form prescribed in Appendix IX issued together with this Circular);

c) Decision of the Board of Directors, Board of Members or Owners of securities company on the supplementation of business operations at the branch;

d) List of securities practitioners working in the operation departments, branches, transaction office and list of securities practitioners expected to carry out the business operations requested for supplementation at the branch together with valid copy of certificate of securities practice and labor contracts signed between securities company and securities practitioners expected to performance business operations requested for supplementation at the branch.

3. Dossier to request the withrawal of securities business operations at the branch including:

a) Written request for amendment of Decision on approval for establishment of branch of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board, the Board members or the owners of the securities company on the withdrawal of business operations at the branch;

c) Plan for handling the contracts signed with valid customers including contract to open securities trading account, contract of securities investment consultation and contract of securities underwriting, in which specifying the publication of and notification to customers of the branch closure of branches and the time limit of at least fifteen (15) days.for customer to finalize their accounts.

4. Dossier to request the renaming of branch includes:

a) Written request for amendment approval for establishment of branch of securities companies (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, the Board of Members or the owners on the securities company on the renaming of branch;

5. Dossier to request the change of branch manager includes:

a) Written request for amendment of decision on approval for the establishment of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, the Board of Members or the owners on the securities company on the change of branch name;

c) A written personal information of branch Manager (under form prescribed in Appendix IX issued together with this Circular) together with a valid copy of identification card, labor contract and certificate of securities practice in accordance with the business operations which have been authorized for performance at the branch.

6. Where the securities company changes location for the branch, it must meet the conditions of the material facilities as specified at Point c, Clause 2, Article 18 of this Circular. Prior to the approval of the change of location of the branch, the State Securities Commission shall inspect the material facilities at the new location of the branch in case the branch perform securities brokerage and securities dealing.

7. Within fifteen (15) days from the date of receipt of complete and valid dossier and the result of inspection of material facilities in case of supplementation of business operation at the branch or change of the location of branch (if any). The State Securities Commission shall decide to amend the decision on approval for establishment of branch. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Section 3. TRANSACTION OFFICE OF SECURITIES COMPANY

Article 21. Establishment of transaction office of securities company

1. Transaction office is a unit of the headquaters or branch of securities company. Location of transaction office is within the province or city where the company is located its head office or branch. The transaction office shall support the implementation of securities brokerage, securities investment consultation and securities depository for the head office or branch where the transaction office depends.

2. The establishment of securities company must meet the following requirements:

a) At the time of establishment of transaction office, the securities company is not put under control, special control, suspension from operation under current regulations;

b) Not being sanctioned for administrative violations in the field of securities and securities market in six (06) months to the time the State Securities Commission receives dossier to request the establishment of transaction office;

c) Having head office and necessary equipment in service of the support of securities business operations;

d) Ensuring adequate securities practitioners working at the existing head office, branch and transaction office and having at least two (02) securities practitioners working at the transaction office expected to be established.

3. Dossier to establish transaction office includes:

a) Written request to establish transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Professional procedures done at transaction office;

c) Written explanation about the material facility to ensure the support the business operations of the transaction office (under form prescribed in Appendix IX issued together with this Circular) together with documents proving the use right of transaction office;

d) The decision of the Board of Directors, the Board of Members or the Owners of the securities company on the establishment of transaction office;

e) List of securities practitioner list of the entire Company; lists of securities practitioners working in the transaction office together with valid copy of certificate of securities practice and labor contracts signed between securities company and practitioner at the transaction office of securities companies.

4. The State Securities Commission test facility for companies trading securities prior to making decision on approval for establishment of the transaction office.

5. Within fifteen (15) days from the date of receipt of a valid dossier and result of inspection of material facilities, the State Securities Commission shall make a decision on approval for establishment of the transaction office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

6. The transaction office of securities company must be officially launched the operation in three (03) months from the date of approval of the State Securities Commission. Beyond this time limit, the State Securities Commission shall revoke the decision on approval for establishment of the transaction office.

Article 22. Closure of transaction office

1. Dossier to request the closure of transaction office includes:

a) Written request for closure of transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the Owners of the securities company on the closure of transaction office;

c) Plan for handling securities trading contracts signed with customers in effect, specifying the publication of information and notification to customers of the closure of the transaction office and the time limit of at least fifteen (15) days for customers to finalize their account.

2. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for the closure of transaction office of the securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

3. The securities company shall implement the closure of transaction office under the plan having been reported to the State Securities Commission.

4. Securities company shall make a report on the result of closure of transaction office. Within five (05) days from the date of receipt of the report, the State Securities Commission shall make a decision on approval for establishment of transaction office of securities company.

Article 23. Change of location and amendment of decision on approval for establishment of transaction office

1. Hồ sơ đề nghị thay đổi địa điểm phòng giao dịch bao gồm Dossier to request the change of location of transaction office:

a) Written request for the change of location of transaction office (under form prescribed in Appendix IX issued together with this Circular);

b) Written explanation about the material facilities to ensure the support of business operations at the new location of the transaction office (under form prescribed in Appendix IX issued together with this Circular) together with documents proving the use right of transaction office.

c) Decision of the Board of Directors, Board of Members or Owners of the change of location of transaction office.

2. Dossier to request the renaming of transaction office:

a) Written request for amendmentof decision on approval for the establishment of transaction office of securities company (under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, Board of Members or Owners about renaming of transaction office.

3. Securities company changes the location of transaction office must meet the conditions of the material facilities as prescribed at Point c, Clause 2, Article 21 of this Circular. The State Securities Commission shall inspect the material facilities at the new location of the transaction office.

4. Within fifteen (15) days from the date of receipt of complete and valid dossier and the result of inspection of material facilities, the State Securities Commission shall decide to amend the decision on approval for the establishment of transaction office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Section 4. REPRESENTATIVE OFFICE OF SECURITIES COMPANY

Article 24. Establishment of representative office

1. Representative office is a unit of securities company. The location of the representative office is not within the province or city where the company locates its head office or branch.

2. Sphere of activities of a representative office shall include one, some or all of the following contents:

a) Performing the functions of communication and market research office;

b) Promoting development of cooperation projects in the field of securities and securities market at the location of the representative office;

c) Promoting and monitoring the implementation of the projects and the signed contracts related to the company’s field of operation.

3. Representative offices shall not be entitled to conduct business activities and the implementation of activities related to securities trading, may not directly or indirectly sign economic contracts.

4. The establishment of representative office of securities companies must meet the following requirements:

a) At the time of establishment of representative offices, the securities company is not put under control, special control or suspended from operation in accordance with current regulations;

b) Not being sanctioned for administrative violations in the field of securities and securities market within six (06) months to the time the State Securities Commission receives dossier for the establishment of representative offices;

c) Having representative office.

5. Dossier to request the establishment of representative office includes:

a) Written request for establishment of representative office(under form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the owners of the securities company on the establishment of a representative office, specifying the sphere of activities of the representative office;

c) Documents proving the use right of representative office.

6. Within fifteen (15) days from the date of receipt of valid dossier, the State Securities Commission shall make a decision on approval for establishment of representative office. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 25. Closure of representative office.

1. Representative office of securities company shall be closed in the following cases:

a) Voluntary termination of operation;

b) Place for establishment representative office already has branch or head office of securities company.

2. Dossier to request the closure of representative office includes:

a) Request for closure of representative office (under the form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the owners of the securities company on the closure of representative office.

3. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall make a decision on approval for the closure of representative office and withdrawal of decisions on establishment of a representative office.In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Article 26. Change of location and amendment of decision on approval for the establishment of representative office

1. Dossier to request the change of location of representative office includes:

Written request for change of location of representative office of the securities company (under the form prescribed in Appendix IX issued together with this Circular);

a) Decision of the Board of Directors, the Board of Members or the Owners on relocation of representative office;

b) Documents proving the use right of representative office.

2. Documents to request the renaming of representative office includes:

a) Written request for amendment of decision on approval for establishment of representative office of securities company (under the form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members or the Owners on the renaming of representative office.

3. Within fifteen (15) days from the date of receipt of valid dossiers, the State Securities Commission shall decide to amend decision on approval for the establishment of a representative office.In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

Chapter IV

MANAGEMENT AND ADMINISTRATION OF SECURITIES COMPANY

Article 27. Principles of management and administration

1. Securities company must comply with the provisions of the Securities Law, the Enterprise Law and other provisions of the law relating to enterprise administration. Securities company shall issue Ordinance in accordance with the sample Ordinance prescribed in Annex XI, issued together with this Circular.

2. Securities company shall be honest with clients and not infringe upon the property, rights and legitimate interests of the customers.

3. Securities company must clearly define responsibilities between the General Meeting of Shareholders, the Board of Members, Owners, Board of Directors, Supervisory Board, Management Board in accordance with the Securities Law, the Law on Enterprises and the provisions of the relevant laws.

4. Securities company shall set up communication information system with shareholders and members to ensure adequate provision of information and fair treatment among shareholders and members, to ensure the rights and legitimate interests of the shareholders and members.

Article 28. Administrative apparatus of the securities company

1. Administrative apparatus of the securities company is a joint stock company including the General Meeting of Shareholders, Board of Directors, Supervisory Board and Management Board.

2. Administrative apparatus of the stock company is a limited liability company members, the company responsible for two or more members, including Board of members, Supervisory Board and Management Board.

3. Chairman of the Board, Chairman of the Board of Member or the Director (General Director) is the legal representative of the company as stipulated in the company Ordinance.

Article 29. Shareholders and members

1. Founding shareholders and founding member of securities company are not entitled to transfer their shares and initial contributed capital within three (03) years from the date of the issuance of License for establishment and operation, except where transferred to the other founding shareholders and founding members. During this period, commercial banks, insurance companies or foreign organizations in accordance with Clause 7, Clause 8, Article 3 of this Circular must always hold at least thirty percent (30%) of company’s chartered capital.

2. Shareholders and members holding ten percent (10%) or more of the capital stock or contributed capital of a securities company and the relevant persons of shareholders. Those capital contributors are not entitled to own more than five percent (5%) of the shares or contributed capital of another securities company.

3. Shareholders and members holding ten percent (10%) or more of the chartered capital of a securities company must not take advantage to harm the rights and interests of the company and other shareholders.

4. Shareholders and members holding ten percent (10%) or more of the company’s chartered capital must fully notify to the securities company within twenty-four (24) hours after receiving information for the following cases:

a) A number of shares or contributed capital has been blockaded or pledged or handled by the court's decision;

b) Shareholders, members of the organization which has made decision on renaming or merger, separation, dissolution and bankruptcy.

5. Securities company shall make report to the State Securities Commission on the cases specified in Clause 4 of this Article within five (05) days after receiving notice of the shareholders or members.

Article 30. Transaction changes ownership of shares or contributed capital accounted for 10% or more of securities company’s contributed chartered capital.

1. Transaction of transfer of shares or contributed capital to become shareholders or capital contributor holding from ten percent (10%) or more of the securities company’s contributed chartered capital must be approved by the State Securities Commission, except the case where the securities company's stocks are listed or registered for trading at the Stock Exchange and the case of transfer by the court’s decision.

2. Dossier to request the approval for transaction includes:

Written request for transfer of shares or contributed capital (under the form prescribed in Appendix IX issued together with this Circular);

a) Valid copy of the written request for transfer between parties;

b) Principle contract of the transfer which has been approved by the transferer and transferee;

c) Written personal information (under the form prescribed in Appendix IV to this Circular) together with a valid copy of identity card of new shareholders in case the new shareholders are individuals or copy of the business registration certificate for the case where the new shareholder is a legal entity;

d) Decision of the Board of Directors, Board of Members or Owners of the transferor and the transferee in case transferor and the transferee are organizations;

e) Written certification of securities company on the validity of the transfer.

f) In case the transaction changes the ownership of shares and contributed capital with foreign elements, documents written in a foreign language must be translated and certified into Vietnamese by an organization having the translation function in accordance with regulation of Vietnamese law translated into Vietnamese authentication. The documents issued by the foreign competent State authorities must be legalized in accordance with relevant laws.

3. Dossier to request approval for transaction shall be made ​​in one (01) original submitted directly to the State Securities Commission or sent by post.

4. Within fifteen (15) days from the date of receipt of valid dossier, the State Securities Commission shall approve the transaction in writing. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

5. The parties concerned shall complete the transaction procedures approved within ninety (90) days after the effective date of written approval of the State Securities Commission. If the transfer has not completed within the above time limit, the written approval of the State Securities Commission shall be implicitly invalid.

6. Within five (05) days from the completion date of transaction of the transfer, the securities company shall make a report on result of dealing to the State Securities Commission under the form prescribed in Appendix XIII issued together with this Circular.

Article 31. General Meeting of Shareholders, the Board of Members

1. Securities company shall develop internal processes on procedures and order for convening and voting at the General Meeting of Shareholders, the Board of members and must be approved by the General Meeting of Shareholders and the Board of Members.

2. Securities company is a joint-stock company to hold the annual General Meeting of Shareholders within four (04) months from the end of the financial year. If not held within the time limit specified above, the securities company shall make a report to the State Securities Commission in writing, clearly stating the reasons and must hold the annual General Meeting of Shareholders withintwo (02) months.

3. Securities company shall make a report on the result of the General Meeting of Shareholders and the Board of Members together with the resolutions and other relevant documents to the State Securities Commission within five (05) working days from the end date of the General Meeting of Shareholders and the Board of Members.

Article 32. Board of Directors and Board of Members

1. Members of the Board of Directors, members of the Board of members of the securities company shall not be a member of the Board of Directors, members of the Board of Members, the Director (General Director) of another securities company.

2. Function and tasks and contents authorized for the Board of Directors, Board of Members must be specified.

3. Function and tasks of each member of the Board of Directors, Board of Members must be specified.

4. Board of Directors and Board of Members shall develop the internal process on procedures and order for convening and voting at the meeting of Board of Directors and Board of Members.

5. Board of Directors and Board of Members shall set up divisions or appoint persons to perform the tasks of risk management as prescribed in Clause 1, Article 35 of this Circular and the tasks of internal control in accordance with Clause 1, Article 36 of this Circular.

Article 33. Supervisory Board

1. Head of the Supervisory Board of the securities company is not concurrently a member of the Supervisory Board or manager of another securities company.

2. Supervisory Board shall develop the control procedures which must be approved by the General Meeting of Shareholders or the Board of Members.

3. For the Supervisory Board has two (02) or more members, the Supervisory Board must hold meeting at least two (02) times in a year. Minutes of the meeting must be recorded truthfully with full content of the meeting and must be kept as prescribed.

4. Upon detecting members of the Board of Directors, members of the Board of members and Management Board to violate the law, the company Ordinance resulting in infringement of the rights and interests of companies. The shareholders, owners or customers, the Supervisory Board shall require explanation in a certain period of time or request a convening of the General Meeting of Shareholders, the Board of members and owners for settlement. For violations of the law, the Supervisory Board shall report in writing to the State Securities Commission within seven (07) working days from the date of detection of the violation.

Article 34. Management Board

1. Director (General Director) who runs the daily business of securities companies, subject to the supervision of the Board of Directors, the Board of members and take responsibility before the Board of Directors, the Board of Members and the law for the implementation of the rights and duties assigned to them.

2. Director (General Director), Deputy Director (Deputy General Director) of the securities company must not work at the same time for securities company, fund management company or other businesses; Director (General Director) of securities company must not be a member of the Board of Directors, members of the Board of members of other securities companies.

3. Director (General Director) of the securities company must meet the following criteria:

a) Not being a person who has been or is subject to criminal prosecution, imprisonment or deprivation of the right to practice by the court as prescribed by law;

b) Having professional experience in the fields of finance, banking, securities of at least three (03) years and of executive and management experience of at least three (03) years;

c) Having Certificate of financial analysis practice of Certificate of fund management practice.

d) Not being sanctioned by the State Securities Commission under securities laws and stock market within the past two (02) years.

4. Deputy Director (Deputy General Director) in charge of the professional department must meet the criteria specified at Points a and d, as provided for in Clause 3 of this Article, having certificate of securities practice in accordance with the sphere assigned with professional experience in the fields of finance, banking, securities of at least two (02) years of executive and management experience of at least two (02) years.

5. Securities company shall build the Management Board working regulations which must be approved by the Board of Directors and Board of Members. These working regulations must contain the following contents:

a) Responsibilities and specific duties of the members of the Board of Directors;

b) Quy định trình tự, thủ tục tổ chức và tham gia các cuộc họp Regulations on the order and procedures for organizing and participating in meetings;

c) Responsibilities for report of the Management Board to the Board of Directors, the Board of Members and Supervisory Board.

Article 35. Risk management

1. Functions and principles of operation of the risk management department done by the Board of Directors and Board of members:

a) Regulating policies of risk management strategies; risk assessment standards; overall risk level of the company and of each department in the company;

b) Independently assessing the appropriateness and compliance with policies and risk process set in the company;

c) Inspecting, reviewing and assessing the adequacy, efficiency and effectiveness of the risk management system under the Board of Directors in order to improve this system.

2. The Board of Directors shall set up and maintain a system of risk management, including process, machine and personnel to ensure the prevention of the risks that may affect the interests of the company and customers of the company. The system of implementation of risk management shall perform the following tasks:

a) Determination of policy of implementation and the level of risk acceptance of the company;

b) Determination of company’s risks;

c) Risk measurement;

d) Monitoring, prevention, detection and handling of risk.

3. The State Securities Commission shall make guidance for the system of risk management applied to securities companies.

Article 36. Internal audit

1. Securities company is a public joint stock company or company licensed to carry out the securities brokerage operation to set up internal audit department under the Board of Directors (the Board of Members). Internal audit department has the following functions and duties:

c) Independently assessing the suitability and compliance with policies and law, Ordinance and decision of the General Meeting of Shareholders, Owners, Board of Directors and Board of Members;

d) Inspecting, reviewing and assessing the adequacy, efficiency and effectiveness of the internal control system under the Board of Directors in order to improve the system;

e) Assessing the compliance of business operation for policies and internal process.

f) Advising the establishment of internal policies and procedures;

g) Assessing the compliance with regulations of the law and control of asset safety measures;

h) Assessing the process of determination, assessing and managing business risks;

i) Assessing the effectiveness of the activities;

k) Assessing the compliance with commitments in the contract;

l) Performing the control of information technology system;

m) Investigating violations inside the securities company;

n) Performing internal audit inside the securities company and subsidiaries of securities companies

2. Activities of internal audit must ensure the following principles:

a) Independence: the internal audit department is independent from other departments of the securities company, including executive committee; internal audit activities is independent from the activities of operation and business of securities company; staff performing internal audit are not permitted to take on work subject of internal audit and work in professional departments such as brokerage, dealing, analysis, investment consultation, underwriting and risk management;

b) Objectivity: the internal audit department and staff of internal audit department must ensure the objectivity, fairness, non-prejudice in the course of their duties. The securities company must ensure that internal audit does not bear any intervention upon comply with its duties;

Staff of internal audit must demonstrate the objectivity in the process of gathering, assessing and communicating information on activities or processes or system which has been or is being audited. Internal auditors need to make a fair assessment of all relevant issues and not be dominated by private interests or goals by anyone else upon making their remark and assessment;

c) Honesty: internal auditors must perform their work honestly, diligently and responsibly; comply with the law and carry out the work contents publicly in accordance with the law and career;

d) Security: staff of internal audit department should respect the value and ownership of information received, not netitled to disclose information without a valid authorization unless obliged to disclose information in accordance with the law and internal regulations of the company.

3. Personnel requirements of the internal audit department

a) Person of this department not being the person who has been sanctioned from fine or more for violations in the field of securities, banking and insurance within the past five (05) years to the year when appointed;

b) The head of the internal audit department must have qualification in law, accounting and audit and have adequate experience, reputation, authority to effectively execute the assigned tasks;

c) Not being the person in relation with the heads of professional departments, person performing operation, Director (General Director), Deputy Director (Deputy General Director) and branch manager of securities company.

d) Having Certificate of basic issues of securities and securities markets and certificate of securities law and the stock market or certificate of securities practice;

e) Not performing other works in securities company.

Article 37. Internal control

1. Securities company shall establish internal control department under the Board of Directors (Board of General Directors).The internal control system includes processes, apparatus, independent and responsible staff.

2. Internal control department under the Board of Directors is responsible for the compliance of the following contents:

a) Examining and monitoring the compliance with legal provisions, company Ordinance, decision of the General Meeting of Shareholders, the Board of Directors’s decision, regulations, business processes, processes of risk management of the company, the relevant departments and securities practitioners in the company;

b) Monitoring the implementation of internal regulations, the activities of potential conflict of interest within the company, especially for the business activities of the company and the employee's personal transactions; monitoring the implementation of the officials and employees’ duties in the company and partners’ duties for the authorized activities.

c) Checking the contents and monitoring the implementation of the rules of professional ethics;

d) Monitoring the calculation and complying with regulations on financial security;

e) Separating customers’ assets;

f) Preserving and keeping customers’ assets ;

g) Controlling the compliance with the provisions of the law on the prevention of money laundering;

h) Other contents assigned by Director (General Director)

3. Securities company shall establish internal control system including organizational structure, procedures, internal regulations applied to all locations, units, departments and operations of the company in order to ensure the following goals:

a) Operations of securities company shall comply with the provisions of the Securities Law and other relevant documents

b) Ensuring customers’interests;

c) Operations of securities company are safe and effective; protecting, managing and using assets and resources safely and effectively;

d) Financial information systems and management information are honest, reasonable, adequate, timely and honest in the preparation of the company’s financial statements.

4. Personnel requirement of the internal control department:

a) Head of internal control department must have qualification in law, accounting and auditing and have adequate experience, reputation and authority to effectively execute the assigned tasks;

b) Not being the person in relation with the heads of professional departments, person performing operation, Director (General Director), Deputy Director (Deputy General Director) and branch manager of securities company.

c) Having Certificate of basic issues of securities and securities markets and certificate of securities law and the stock market or certificate of securities practice;

d) Not performing other works in securities company.

Article 38. Management of securities practitioners

1. Except for the case appointed as the representatives of the contributed capital or appointed to the company’s management of the organization owning securities companies or organization whose securities company has its investment, the securities practitioners shall not:

a) Simultaneously work for other organizations having ownership relations with the securities company where they are working;

b) Simultaneously work for other securities companies and fund management companies’

c) Simultaneously be Director (General Director) of an organization offering securities to the public or listing organization.

2. The securities practitioners working for securities companies only open their accounts for securities transactions (if any) at the securities company where they are working. This provision shall not apply to cases where the securities practitioners are working for the securities company which is not a member of the Stock Exchange.

3. The securities practitioners are the ones representing the securities company to execute transactions with customers and the securities company is responsible for all activities of the securities practitioners when carrying out the business of the securities company. The securities practitioners are not entitled to use money or securities in the customer's account when they are not authorized under the trust of customers to a securities company in writing.

4. The Securities practitioners must participate in mandatory training courses on legal documents, transactional systems, new types of securities held by the State Securities Commission and the Stock Exchange.

Chapter V

MANAGEMENT OF FINANCIAL SECURITY

Article 39. Increase and decrease of chartered capital

1. Increase in chartered capital

a) Securities company is not entitled to adjust the increase in chartered capital when it has not officially conducted operations of securities business;

b) Securities Company is a limited liability company which implements the increase in its charter capital in the forms prescribed by the Enterprise Law. Before making an increase in capital, the securities company must make a report to the State Securities Commission. The reporting dossier includes:

- Notification of increase in chartered capital;

- Decision of the Board of Members, the Owners on the increase in capital and plans to raise capital adopted by the Board of Members and Owners of the company;

- List of new capital contributors and members contributing from ten percent (10%) or more of the securities company ‘s chartered capital together with the documents specified at point Article, Clause 2, Article 30 of this Circular.

c) Securities Company is a joint stock company which is entitled to increase in chartered capital by the following forms:

Issuance of new stocks to increase chartered capital shall comply with the relevant provisions of law, including the mode of conversion of debt into contributed capital as agreed between the creditor and securities company;

Conversion of bonds issued to shares in accordance with the laws;

Transfer of capital surplus, retained earnings and other valid sources to supplement the increase in chartered capital. Securities company is entitled to use capital surplus due to the difference between the sale price and the cost of acquisition of treasury stocks to increase chartered capital after selling out treasury stocks. Securities company can use capital surplus due to the difference between the sale price and the par value of the stocks issued to increase chartered capital after one year from the end of the issue.

d) Before implementing capital increase in the form of bond conversion and form of transfer of valid resources specified at Point c, Clause 1 of this Article, the securities companies must be registered with the State Securities Commission. The registration documents include:

In case of conversion of bonds into shares: The decision of the General Meeting of Shareholders on approving the plan for issue together with the plan for conversion of bonds into shares which has been approved by the General Meeting of Shareholders;

In case of transfer of valid sources to increase the capital stock: The decision of the General Meeting of Shareholders approving the plan for issue; Financial statement report with the latest audit and other necessary documents proving the legal capital source used to increase the chartered capital.

2. Reduction of chartered capital

a) Securities company is a one-member limited liability company is not entitled to reduce chartered capital;

b) Securities company is a limited liability company with two or more members, or joint-stock company which is entitled to buy back shares and contributed capital of the shareholders and the members to reduce its chartered capital. The shares and contributed capital of the shareholders and the members after the acquisition to reduce its chartered capital must be destroyed immediately;

c) Conditions for securities company to buy back shares and contributed capital to reduce its chartered capital include:

- Thời gian hoạt động tối thiểu ba (03) năm kể từ ngày được cấp Giấy phép thành lập và hoạt động Operating time is at least three (03) years from the date of issuance of License for the establishment and operation;

- General Meeting of shareholders, Board of Members shall approve the reduction of chartered capital and plan for reduction of chartered capital;

- On the basis of the audited financial statement in the latest period to demonstrate sufficient capital to buy back stocks and contributed capital from the following sources: surplus of capital stock or development investment fund or after-tax profits not distributed or other equity sources used for acquisition in accordance with the law;

- There must be approval from the creditors for capital reduction if at the time of of capital reduction, the company has the obligation to pay debt;

- After the capital reduction, the securities company shall ensure payment of all debts and other asset obligations while ensuring sufficient legal capital for the securities business operations licensed under current regulations, the ratio of disposable funds after the acquisition of stocks and contributed capital reaching a minimum of 180% or more.

d) Before performing the reduction of capital, the stock company, the securities company must make report to the State Securities Commission. The reporting dossier include:

- Notification of reduction of chartered capital;

- Decision of the Board of members and the General Meeting of Shareholders on the capital reduction and capital reduction plans which have been approved by the Board of Members and the General Meeting of Shareholders of the securities company;

- Financial statement audited by audit organizations and approved by the State Securities Commission closest to the time of the decision on chartered capital reduction;

- Opinion of the creditors about capital reduction with certification of independent audit organization approved by the State Securities Commission;;

- Commitment of the Board of Directors, members of the Board of Members to ensure the payment of all debts and other asset obligations after the capital reduction.

3. Within fifteen (15) days from the date of receipt of a valid document on the increase or reduction of capital as prescribed in Clauses 1 and 2 of this Article, the State Securities Commission shall reply to the securities company in writing the increase or reduction of capital.

4. After completing the implementation of the capital increase, acquisition of stocks and contributed capital to reduce capital, the securities company shall perform procedures for adjustment of License for establishment and operation as specified in Article 12 of this Circular.

Article 40. Financial security norms

1. The securities company must ensure financial security norms as prescribed by the Ministry of Finance.

2. Making report on the ratio of disposable funds on June 30 annually to be reviewed and on December 31 annually to be audited by an independent auditing organization approved by the State Securities Commission.

3. The State Securities Commission shall publish the information on it website on securities companies controlled and specially controlled and other relevant information to protect investor for a period of twenty-four (24) hours after the decision on putting the securities company in the state of control and special control.

Article 41. Treasury stocks

1. Except for the case to buy individual stocks at the request of the customer or purchase for trading error correction in accordance with regulations of the Securities Depository, the securities company as a joint-stock company entitled to buy back no more than ten percent (10%) of the number of ordinary shares issued as treasury stocks.

2. The securities company only uses the retained earnings, capital surplus and other sources (excluding financial reserve fund) as prescribed by law to purchase treasury stocks. After the purchase of treasury stocks, the securities company must ensure that the minimum equity is equal to the legal capital in accordance with the provisions of the law.

The above provisions shall be calculated according to the financial statements or the consolidated financial statements (in case the securities company is the parent company) with the latest audit but not more than six months prior to the expected time to buy treasury stocks.

3. The purchase or sale of treasury stocks must be approved by the company’s Board of Directors.

4. Securities company only sell treasury stocks after six (06) months from the end date of the most recent purchase of treasury stocks, except for distribution to employees in the company or as bonus stocks. Where used as bonus stocks to employees must be approved by the General Meeting of Shareholders to ensure reciprocal funds from the equity.

5. Securities company carries out the purchase or sale of treasury stocks must have a plan to buy or sell treasury funds specifying execution time, the principles of price determination and make report to the State Securities Commission in writing and publish information within seven (07) days before the date of the purchase or sale of treasury stocks. Report and publication of information include the following main contents:

a) Purpose of purchase or sale of treasury stocks;

b) Maximum number of stocks expected to be bought or sold;

c) Capital source for purchase;

d) Principle for price determination;

e) Time for transaction performance;

f) Price expected for performance.

6. Within ten (10) days after the end of the transaction to purchase or sell treasury stocks, the securities company must make a report to the State Securities Commission and publish information, the reason if it is not donethe number of stocks to buy or sell fund shares.

7. Securities company is not allowed to buy treasury stocks in the following cases:

a) Company has overdue debts;

b) Company is in the process of offering stocks for addtional capital mobilization;

c) Company is implementing the splitting, consolidation of stocks;

d) Company is implementing the sale of stocks;

e) Stocks of the company are subject to the tender offer.

8. Securities company must terminate the purchase or sale of treasury stocks by time the time announced but not exceeding ninety (90) days from the start date of the transaction.

9. Securities company is not entitled to purchase stocks as treasury stocks

a) Stocks of the major shareholders, the company manager and persons concerned as specified of the Securities Law, except that stocks of securities company were listed on the Stock Exchange;

b) Shares are transfered with restrictions as prescribed by law and the company Ordinance.

10. Where securities company sells preferred treasury stocks to the subjects mentioned at Point a, Clause 9 of this Article, the sale must be approved by the General Meeting of Shareholders, the subjects concerned are not entitled to vote.

11. Securities company is not entitled to change but carry out plans for purchase and sale of treasury stocks reported and published. In case of failure of implementation, the securities company must have a good reason and a written explanation to the State Securities Commission and notify information as prescribed.

12. Where the sale of treasury shares in the form of public offering of securities, securities companies must comply with the provisions of the offering of securities to the public.

Article 42. Loan restriction

1. Ratio of total debt to equity of securities company shall not exceed three (03) times. Value of total debt shall not include the following amounts:

a) Customers’ deposit for securities transaction;

b) Bonus and welfare fund;

c) Provision for allowance for job loss;

d) Provision for compensation to investors.

2. The securities company's short-term debt is equal to current assets maximally.

Article 43. Lending restriction

1. Securities companies is not entitled to lend money and securities in any form, except the case where the securities company lends money to customers to purchase securities under the provisions of margin trading of securities of the Ministry of Finance.

2. Securities company is not entitled to make lending in any form to major shareholders, members of the Supervisory Board, the members of Board of Directors, members of the Board of Members, members of the Management Board, Chief Accountant and other managerial positions which are appointed by the Board of Directors and persons concerned of the above subjects.

Article 44. Investment restriction

Securities company is not entitled to purchase and contribute capital to buy real estate except for use as its head office, branches and transaction offices in direct service to the business operations of securities company.

1. Securities company shall buy, invest in real estate in accordance with provisions in Clause 1 of this Article and fixed assets on the principles of residual value of fixed assets and real estate shall not exceed fifty percent (50%) of the total asset value of the securities company.

2. Securities company is not entitled to use more than seventy percent (70%) of the equity to buy corporate bonds or contribute capital to own other organizations in which it is not entitled to use more than twenty percent (20%) equity to invest in unlisted companies.

3. Stock company may not directly or entrust the implementation to other organizations and individuals.

4. Investment in stocks or contributed capital of the company owning more than fifty percent (50%) of the company’s chartered capital, except for odd-lot stock at the customer’s request;

a) Together with persons concerned to invest from five percent (5%) or more of another securities company’s chartered capital;

b) Investing more than twenty percent (20%) of the total number of stocks and treasury certificates in circulation of a listed company;

c) Investing or contributing capital more than ten percent (10%) of the total contributed capital of a limited liability company or business project;

d) Investing more than fifteen (15%) of equity in an organization.

5. Securities company has been established and has acquired fund management company as subsidiary company. In this case, the securities company must not comply with the provisions of Point c, d and e, Clause 4 of this Article. The securities company expected to establish and buy back fund management company as subsidiary company must meet the following conditions:

a) The equity, after capital contribution for establishment and acquisition of fund management company, must be at least equal to the legal capital for the business operations the company are performing;

b) The ratio of disposable funds after capital contribution for the establishment or acquisition of fund management company must reach at least one hundred eighty percent (180%);

c) Securities company after capital contribution for the establishment or acquisition of fund management company must ensure compliance with loan restriction specified in Article 42 of this Circular and the investment restriction specified in Clause 3 of this Article and Point e, Clause 4 of this Article.

6. Where securities company makes investment exceeding the limit due to the underwriting in the form of firm commitment, due to consolidation, merger or asset volatility, the equity of the securities company or organization contributing capital, the securities company must adopt the necessary measures to comply with the investment limit specified in Clause 2, 3 and 4 of this Article within one (01) year.

Chapter VI

OPERATION OF SECURITIES COMPANY

Section 1. GENERAL PROVISIONS

Article 45. Principle of operation

1. Securities company shall issue business processes, internal control procedures and risk management applied to the licensed business operations.

2. Securities company shall promulgate rules of practice ethics in accordance with the company's business operations.

3. Securities company must ensure separation of working offices, personnel, data systems and report between departments to ensure the avoidance of conflicts of interest between securities company with customer or between customers themselves. The securities company shall notify to customers on conflicts of interest which may arise between securities companies, securities practitioners and customers.

4. Securities company must allocate securities practitioners having certificates of securities practice in accordance with the business operations. Securities practitioners performing securities dealing operations must not simultaneously carry out the securities brokerage.

5. Securities companies must not make ​​the judgement or assure customers of the level of income or profit earned on their investments or assure customers of not being lost, except for investments in securities with fixed income.

6. Securities companies must not disclose information on customer, except for the case agreed by the customer or at the request of the competent state management.

7. Securities company must not perform behavior which can mislead the customers and investors about stock prices.

8. Securities company predicting stock price or recommend trading related to a specific class of securities on the media must specify the basis of analysis and information sources cited.

Article 46. Temporary suspension of operation

1. Securities companies temporarily suspending securities trading at the head office, branches, transaction offices must be approved by the State Securities Commission. The suspension period shall not exceed ninety (90) days. Beyond this time limit, the State Securities Commission shall revoke the License for establishment and operation or relevant decision on establishment.

2. Dossier to request the approval for temporary suspension of operation is made ​​into one (01) original submitted directly to the State Securities Commission or sent by post. Dossier to request the approval for temporary suspension of operation includes:

a) Written request for suspension of operation (under the form prescribed in Appendix XIV issued together with this Circular);

b) Decision of the Board of Directors, Board of Members or the Owner of the securities company on the temporary suspension of operations;

c) Plan for handling contracts signed with customers in effect.

3. Within fifteen (15) days from the date of receipt of valid dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall make a decision on approval for temporary operation for the head office, branches and transaction offices of securities company. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

4. Securities company shall report to the State Securities Commission within twenty-four (24) hours after the head office, branches and transaction offices work again.

Section 2. SECURITIES BROKERAGE OPERATION

Article 47. Responsibility for securities brokerage

1. Securities companies must allocate securities practitioners to work in the following positions:

a) Consultation, contract explanation and implementation of procedures for opening securities trading account to customers;

b) Consultation of securities trading to customers;

c) Receiving of order and control of securities trading order of customer;

d) Heads of departments relating to the securities brokerage operations.

2. Securities company must comply with money laundering prevention and fighting in accordance with current regulations.

3. Data on brokerage account of the customers opening accounts at securities company must be centrally managed and must be kept in reserve at other locations.

4. Securities company performing brokerage operation must not:

a) Give an opinion on the increase or decrease in the securities price without foundation to entice customers to participate in the transaction;

b) Make agreement or offer specific interest rate or share profits or losses with customers to entice customers to participate in the transaction;

c) Directly or indirectly setting the fixed location outside trading venues have been approved by the State Securities Commission to sign a brokerage contract with customers, receive orders, execute securities transactionssecurities or settle securities transactions with customers;

d) Receiving order and making payment of trading with the person who is not the trading account holder without any written authorization of the account holder;

đ) Disclosing contents of customers’ trading order or other confidential information when conducting transactions for customers without having to disclose information or at the request for inspection and examination in accordance with regulations of law;

e) Using name or customers’ accounts for securities registration and trading;

g) Infringing customers’ property, rights and interests

Article 48. Opening trading account

1. To perform trading of purchase, or sale of securities to customers, the securities company must make procedures to open trading account for each customer on the basis of written request for opening accounts and contract to open securities trading accounts with customers. The written request for opening accounts must have the minimum content specified in Annex XV issued together with this Circular. The contract to open securities trading accounts must have the minimum content specified in Annex XVI issued together with this Circular.

2. Securities company is obliged to explain contract to open securities trading accounts and related procedures when implementing securities transactions for customers, finding out the financial capacity and the ability to tolerate risk and expect gained profit of customers.

3. The contract to open securities trading accounts specified in Clause 1 of this Article must not contain the following agreements:

a) Agreement in order to avoid legal obligation of securities company without plausible reasons;

b) Agreement to limit the scope of compensation of the securities company without plausible reasons or transfer of risk from securities company to customers;

c) Agreement to compel customers to execute unfair compensation obligation;

d) Agreements cause an unfair disadvantage to the customers.

4. Investors opening accounts at securities company must complete the information on contract to open account.

Article 49. Responsibilities for customers

1. When advising customers to perform securities trading, the securities company must gather sufficient information on customers and not guarantee securities values which it recommend the investment.

2. Securities company is obliged to update the customer's changed information changes upon customers’ request.

3. Securities company must directly sign contract to open trading accounts for customers, directly perform securities transactions to customers and be responsible before the law for these activities.

4. Securities companies must publish the securities transaction fee before the customers make transactions.

5. Securities company is obliged to monitor money and securities of each customer in detail, providing information on the balance and money accrual (if any) and the securities to the customers upon customers’ requests.

6. Securities companies must set up a specialized department responsible for communications with customers and settlement of any customers’ questions and complaints.

Article 50. Management of customers’ money.

1. Securities company shall manage deposit of securities transactions separately for each customer and customers’ money with securities company’s money.

2. Securities company must not directly receive and pay cash for customers’ securities trading but must perform through commercial banks.

3. Securities company must not abuse customer’s money in any form. Transactions related to customers’ moeny are only allowed to perform in accordance with the law.

4. Securities company must build management system separately from customers' money in the form specified at Point a of this Clause. In addition, securities company can build additional systems in the form specified at Point b of this Clause for customers to choose:

a) Customer of securities companies open an account directly at the commercial bank selected by the securities company to manage money of securities trading. In this form, the customers, securities companies and commercial banks shall have a contract to agree on the way how to confirm, blockade money balance and transfer payment for customers' securities transactions. After the customers’ stock buying orders are matched, securities companies have the right to ask the bank where investors open their accounts to transfer the amount of money corresponding to the matched value to the securities trading account in the securities company’s name opened at commercial bank selected by securities company. The securities company is obliged to make payment of securities trading on customers’ behalf with parties concerned.

b) Securities company shall open specialized accounts at commercial banks to manage customers' deposit for securities transactions. The specialized account must be opened separately and clearly from other accounts of securities companies.

This specialized account only serve customers’ transactions, particularly:

- Customers make payment and transfer money to securities trading accounts;

- Customers withdraw and transfer money out of securities trading accounts;

- Customers make payment of securities trading;

- Customers make deposit for trading and payment of auctioning money to buy securities;

- Customer make payment to execute their call option of securities;

- Other cases of customers’ payment on the customer's requirements and in conformity with the law.

Securities company shall establish accounting system for managing the deposit of each investor. The securities company is obliged to determine the balance (if any) at any time of each customer and provide detailed statement balance (if any) of each customer at any time at the request of customer or competent state agencies.

Securities companies shall ensure the implementation of all customers’ requests for withdrawal and transfers of moeny within the balance when the customers are no longer obligated to pay for securities company.

Securities companies are not mandated by customers transferring money internally between the customers’ accounts.

5. Securities company must publish on its website and at branches and transaction offices the list of commercial banks selected for the two forms of management of customers’ securities transaction money.

6. Within three (03) working days from the date of signing the contract as specified at Points a and b, Clause 4 of this Article, the securities company shall make a report to the State Securities Commission together with a valid copy of contract between securities company and commercial bank.

7. Prior to sixteen (16) o’clock of weekly Monday or the first working day of the week, the securities company having specialized accounts must make report to the State Securities Commission on the number and balance of customer in the specialized account of the securities company opened at commercial banks under the form provided in Appendix XVII issued together with this Circular. The data reported above are closed at the end of the working day immediately preceding the date of the report.

Article 51. Customers’ securities management.

1. For securities registered for consolidated deposit:

a) Securities companies must separately manage customer-owned securities with securities owned by the securities company;

b) Securities company must re-deposit the customers’ securities in the Vietnam Depository within one (01) working day from the date of receipt of customers’ valid dossiers of securities deposit.;

c) Securities company shall promptly and fully notify customers of the benefits incurred in relation to customers’ securities;

d) The deposit, withdrawal and transfer of securities comply with the customers’ order and regulations on registration, depository, offsetting and settlement of securities.

2. For securities which have not been registered considated depository, securities company is registered and deposited customers’ securities in the securities company under contract signed with customers and under provisions of Article 58 and Article 59 of this Circular.

Article 52. Receiving order and executing transaction

1. Securities company receives customers’ trading order in the following forms:

a) Receiving order ticket directly at the trading counter.

b) Receiving remote orders via phone, fax, internet and other transmission lines.

2. Securities companies receives orders online after registration with the State Securities Commission as prescribed.

3. In case of receiving orders online, via phone, fax and other transmission lines, securities companies must comply with:

a) Law on electronic transactions, and guiding documents;

b) Ensuring full recording of information at the time receiving order and keeping proof proving customers’ order

c) Ensuring principles of confirmation with customers prior to entry of order to the trading system;

d) Taking measures to ensure the safety, security of transmission lines and appropriate remedies upon failure of entry of customers’ order into transaction system due to company's fault.

4. Securities company is entitled to execute customers’ order only when trading orders have complete and accurate information on customers, trading day, stock code, methods, types of order, amount and price of the transaction. The customers’ trading orders must be recorded ordinal number and time (day, hour, minute) of order receiving at the time order receiving by the securities company.

5. Securities company must execute customers’ orders quickly and accurately.

6. Securities company may only receive orders to buy or sell securities of customers when having one hundred percent (100%) of cash or securities and taking necessary measures to ensure the solvency of the customer when orders are made.

7. Securities company must inform the result of implementation of trading orders to customers as soon as the orders are matched by the method agreed between customers and securities company in the contract.

8. Where the customers open accounts at depository members who are not trading members. The trading members and depository members must sign contract to agree upon the responsibilities for ensuring the principle of the trading member responsible for execution of trading order. The depository members are responsible for checking the rate of deposit of customers’ money or securities and ensuring payment to the customers in accordance with the law.

Section 3. SECURITIES DEALING OPERATION

Article 53. Securities dealing

1. Stock company must ensure to have enough money and securities to make payment for trading orders trades for its own account.

2. The dealing operations of securities company must be made in the name of its own without lending the names of other people or in the name of the individual or letting other persons use dealing account.

3. The following cases shall not be considered as securities dealing:

a) Purchase and sale of securities due to trading error correction;

b) Purchase and sale of treasury stocks.

4. Securities company must prioritize the execution of the customers’ orders before its own orders.

5. Securities company must notify its customers when it is a partner in negotiation trading with the customers

6. In case the customers’ orders to buy or sell securities can remarkably influence the price of that type of securities, the securities company is not entitled to buy and sell in advance the same type of securities for itself or disclose the information to a third party buying and selling those secuties.

7. When customers place a limited order, the secuties company is not entitled to purchase or sell in the same direction the same type of securities for itself at a price equal to or better than the customers’ price before the customers’ orders are made.

Section 4. SECURITIES UNDERWRITING OPERATIONS

Article 54. Conditions for issuance underwriting

Securities company is entitled to issuance underwriting in the form of firm commitment to ensure the following conditions:

1. Having been licensed to conduct securities underwriting operations

2. At the time of signing the contract of issuance underwriting, the total value of all contracts issued in the form of valid firm commitment must meet the following conditions:

a) Not greater than one hundred percent (100%) of equity based on the latest quarterly financial statement;

b) Not exceeding fifteen (15) times of the difference between current assets and liabilities based on the latest financial statements

3. Not being put under control and special control of three (03) months immediately preceding the time of signing the contract of underwriting.

Article 55. Limited underwriting

1. The securities company is not entitled to underwriting in the form of firm commitment, or is the main sponsor of the following cases:

a) Securities company independently or together with its subsidiaries or persons concerned own from 10% or more of the chartered capital of the issuer, or have the right to control the issuer, or the right to appoint Director (General Director) of the issuer;

b) At least 30% of the chartered capital of securities companies and at least 30% of the chartered capital of the issuer are hold by the same individual or organization;

c) The issuer, independently or together with its subsidiaries, or together with related persons own 20% or more of the securities company’s chartered capital, or have the right to control securities company, or appoint the Director (CEO) of the securities company;

d) Members of the Board of Directors, Director (General Director) and the persons concerned of the securities company and concurrently a member of the Board of Directors, Director (General Director) of the issuer;

e) Members of Board of Directors, Director (General Director) and the persons concerned of the issuer that is a member of the Board of Directors, Director (General Director) of the securities company;

e) Securities company and issuer have the same legal representative.

2. Securities company receiving the securities underwriting must open a separate account in a commercial bank to get money from the purchase of securities of the investor.

Section 5. SECURITIES INVESTMENT CONSULTATION OPERATION

Article 56. Responsibility of securities company.

1. In order to provide the securities investment consultation services to customers, the securities company shall sign contract with the customers with the minimum contents as follows:

a) Rights, obligations and responsibilities of the parties engaged in the contract;

b) Scope of securities investment consultation;

c) Method of service provision;

d) Fee of service provision;

2. Securities company shall collect and manage customers’ information including:

a) Financial situation;

b) Investment target;

c) Ability to take risks;

d) Experience and understanding of investment.

3. Contents of securities investment consultation must be reasonable and consistent based on reliable information, logical analysis. Recommendation of securities investment given must be relevant and consistent with the content of securities analysis and securities markets. The reports on securities and market analysis and investment recommendations must specify the data sources cited and name of the person responsible for the contents of the report and securities investment recommendations.

4. Company securities advicing investment to customers must ensure that customers shall make a decision on investment on the basis of fully provided with information including content and risks of products and services.

5. Securities companies must secure the information received from the user of consultation services during the process of provision of consultation services unless otherwise agreed by the customers or provided by law.

6. Securities company must give the investment cocnsultation in accordance with the customers’ investment target and financial situation and be responsible for the result of analysis and the reliability of information provided to customers.

Article 57. Prohibited acts

Except as otherwise provided by law, securities company providing investment consultation services is not entitled to directly or indirectly perform the following acts:

1. Making a decision on securities on behalf of customers.

2. Making agreement with customers to share profits or losses.

3. Advertising, claiming that the content, performance, or its security analysis methods are of higher value of other securities companies.

4. Having acts to provide false information to lure or entice customers to purchase and sell a certain type of securities.

5. Providing false, fraud or misleading information for customers.

6. Other acts contrary to the provisions of law.

Section 6. SECURITIES DEPOSITORY OPERATIONS

Article 58. Implementation scope of securities depository operations

Securities company issued Certificate of depository operation is provided with the following services:

1. Providing securities registration and depository services for customers.

2. Making payment on securities transactions to customers at Stock Exchange.

3. Providing the shareholder book management services, transfer agent at the request of the issuer which is not a public company.

Article 59. Rights and obligations of securities company with depository operations

1. Opening depository accounts for customers at the securities company, managing customers’ depository accounts in accordance with regulations of the law. Custody account clients must be separated from the securities depository accounts of the company itself.

2. Recording accurately, completely and updating information on customers who have opened depository accounts and securities owned by customers who have deposited at the company.

3. Preserving, storing, collecting and processing data relating to depository activities, securities offsetting payment of customers.

4. Developing process of registration, depository, offsetting payment, management of shareholder book, transfer agent and internal control procedures in order to manage and protect the interests of customers or securities owners.

5. Collecting fee for the registration, securities depository and other fees as prescribed by law.

Section 7. FINANCIAL CONSULTATION OPERATION

Article 60. Regulation on financial consultation operations

1. Securities company is entitled to execute the financial consultation including:

a) Consultation of restructure, merger, consolidation, reorganization and sale of businesses;

b) Management consultation, business strategy consultation;

c) Consultation of securities offer and listing;

d) Equitization consultation, determination of business value;

đ) Other financial consultation in accordance with the law.

2. Securities company is not entitled to provide services specified at Point c, Article, Clause 1 of this Article for a company that it holds ten percent (10%) or more of the chartered capital.

3. Securities company performing financial consultation must comply with the Securities Law and other relevant laws.

Section 8. OTHER FINANCIAL SERVICES

Article 61. Entrusting management of securities trading account of individual investor.

1. General principle:

a) Securities company licensed to concurrently execute securities brokerage and securities investment consultation may be entrusted to manage securities trading accounts on the basis of Trust contract of trading account management signed with the individual customer;

b) Securities company not entrusted shall decide all transactions on securities trading accounts on behalf of individual investors. Customers must specify the particular trust content as prescribed in Clause 2 of this Article;

c) Securities are permitted to entrust the purchase and sale of stocks, investment fund certificates listed on the Stock Exchange, not including securities registered trading on the trading system of unlisted public companies (UpCom);

d) Securities company shall appoint securities practitioners having certificate of financial analysis practice or fund management to execute the management of entrusted trading accounts.

2. Entrustment scope includes the following contents:

a) Class of trading securities;

b) Maximum volume to be purchased and sold for each class of securities;

c) Maximum value for each trading order;

d) Maximum total trading value for a trading day;

đ) Trading method and type of trading order.

3. Securities company shall summarize information on the financial capacity, investment period, investment objectives, acceptable level of risk, investment restrictions, securities portfolio (if any) and other requirements of the client before signing the contract. Where the customer does not provide enough information or provide inaccurate information, securities company has the right to refuse to sign the contract.

4. Trust contract:

a) Trust contract period shall not exceed one (01) year from the time of signing the contract.

b) Trust contract shall have the following contents:

- Information on customers;

- Information on practitioners assigned to manage customers’ accounts (if any);

- Trust content;

- Rights and obligations of the parties in the contract;

- Contract management fee and award fee (if any) ;

- Method of payment and contract liquidation;

- Method of dispute settlement.

5. Where securities company fails to comply with the contract signed with the customers causing damage to them, the securities company shall compensate the trusted customer as agreed in writing between the two parties; in case of profit generation, that profit shall belong to the trusted customers.

6. Rights and obligations of the entrusted securities companies:

a) Acting honestly and or customers' best interests, do not use information about its customers to benefit for itself and cause harm to customers;

b) Requiring customers to provide all the necessary information;;

c) Performing purchase/sale of securities in the trust scope;

d) Clearly explaining and fully providing information to customers about any risk that may arise in the trust of management securities trading account;

đ) Providing customers with statements of monthly or unusual transactions at the request of entrusted customers;

e) Notifying the customers within twenty-four (24) hours after the assets in the entrusted trading account of the entrusted customers fall below twenty-five percent (25%) of the total trust contract value;

g) Monthly report (under form in Appendix XXII issued together with this Circular) or reports as required by the State Securities Commission on the management entrusted trading account;

h) Providing the list of securities practitioners eligible for customers to choose to manage their trust accounts;

i) Establishing independent monitoring department to supervise the management and trading of securities on the entrusted trading account of securities practitioners to ensure that the trading of these accounts in accordance with the agreements in the trust contract and investment objectives of the customers;

k) All trading orders under the trust contract must be recorded exactly by the time it is done;

l) Securities companies must notify and must have the written consent of the customer in case of investment in securities by the company performing underwriting during the company’s underwriting.

Article 62. Other financial services

1. Securities company only carry out other financial services upon regulations and guidance of the Ministry of Finance.

2. The services stated in Clause 1 of this Article must be relevant and support the operations licensed of the securities company and must not affect the interests of customers, the securities company itself and the market.

Chapter VII

REORGANIZATION OF SECURITIES COMPANY

Section 1. CONVERSION OF CORPORATION SECURITIES

Article 63. Conversion forms of securities companies

1. Securities company is a limited liability company with a member converted into a limited liability company with two members or more, and vice versa.

2. Securities company is a limited liability company converted into joint stock company, and vice versa.

Article 64. Conditions for conversion of securities company.

1. The conversion of the company, the plan for company conversion must be approved by the General Meeting of Shareholders, the Board of Members or the Owners.

2. Securities company formed after the conversion must meet the conditions specified in Clauses 1, 2, 3 and 4 of Article 3 of this Circular.

3. In case of conversion to become the one-member limited liability company, the securities company must comply with the provisions of Point b, Clause 5, Article 3 of this Circular.

4. The conversion of the company shall not affect the customers’ interests (if any).

5. The company conversion must comply with the relevant laws.

Article 65. Procedures for company conversion

1. Securities company implementing the company conversion must be approved by the State Securities Commission. The dossier to request the approval for conversion shall be made ​​into (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:

a) A written request for approval to convert the company (see Appendix XVIII issued together with this Circular);

b) Minutes of the meeting, the decision of the General Meeting of Shareholders, the Board of Members or Owners on the company conversion;

c) Conversion plan approved by the General Meeting of Shareholders, the Board members or the Owners of the Company;

d) Dossier to request the approval for the transfer of ten percent (10%) or more of the contributed chartered capital (if any) specified in Clause 2, Article 30 of this Circular;

đ) Documents proving satisfaction of the provisions of Clause 3, Article 64 of this Circular.

2. Within thirty (30) days after receipt of complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for conversion. In case of refusal, the State Securities Commission shall reply in written clearly stating the reasons.

3. Securities company shall perform the conversion in accordance with the Enterprise Law. In case of company conversion in association with individual share offering, the offering of shares to the public, securities companies must comply with the relevant provisions of offering.

4. After the conversion, the securities company shall carry out procedures for the re-issuance of License of establishment and operation. Dossier to request for the re-issuance of License shall be made in one (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:

a) Written request for issuance of License of establishment and operation (under form prescribed in Appendix I issued together with this Circular);

b) Making report on the result of the implementation of the conversion plan, including a list of shareholders, capital contributor of the company after the conversion (under prescribed in Appendix V issued together with this Circular). The results of the transfer from ten percent (10%) or more of the chartered capital (if any) (under the form prescribed in Appendix XIII issued together with this Circular), the result of share offering (if any);

c) Written explanation about material facilities to ensure the implementation of securities business operations (under the form prescribed in Appendix II issued together with this Circular).

d) Tentative list of the Director (General Director) and securities practitioners at the head office (under the form prescribed in Appendix III issued together with this Circular) together with valid copy of Certificate of securities practice; Written personal information of the Director (General Director) (under the form prescribed in Appendix IV issued together with this Circular).

đ) Confirmation of additionally increased capital (if any) of the bank where the blockade account is opened or of the auditing organizations approved by the State Securities Commission;

e) Draft of company Ordinance after conversion;

g) Original of License of establishment and operation of the converted securities company.

5. The State Securities Commission shall inspect the material facilities if the company after the conversion has changed the location of its head office or clarify issues related to the material facilities of the company after the conversion.

6. Within thirty (30) days from the date of receipt of complete and valid dossier as specified in Clause 4 of this Article and the results of inspection of material facilities (if any), the State Securities Commissionre shall re-issued the License of establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

7. Securities company formed after the conversion shall inherit all the rights and obligations of the converted securities company.

8. The converted securities company must publish information as prescribed by current regulations of law.

9. Branches and transaction offices of the securities company after the conversion continuing to operate must make adjustments of decision on approval for the establishment of branches and transaction offices as stipulated in Articles 20 and 23 of this Circular. Branches and transaction offices not continuing to operate shall make the procedure for closing branches and transaction offices as stipulated in Articles 19 and 22 of this Circular.

Section 2. CONSOLIDATION, MERGER OF SECURITIES COMPANY

Article 66. Conditions for consolidation and merger

1. Securities company formed after the consolidation or merger must meet the conditions specified in Clauses 1, 2, 3 and 4, Article 3 of this Circular.

2. Consolidation, merger, consolidation or merger plans must be approved by the General Meeting of Shareholders, the Board of Members or the Owners.

3. Consolidation or merger does not affect the customers’ interests (if any).

4. Securities company related to the consolidation or merger must comply with law on competition and other relevant laws.

Article 67. Procedures for consolidation and merger

1. Securities company makes the consolidation or merger must be approved by the State Securities Commission. Dossiers to request the approval for consolidation or merger shall be made in one (01) original submitted directly to the State Securities Commission or sent by mail. Dossier includes:

a) Request for approval of consolidation or merger (see Appendix XIX issued together with this Circular);

b) Minutes of the meeting, the Decision of the General Meeting of Shareholders, the Board of Members or the Owners of the companies involved in consolidation or merger;

c) Principle contract of consolidation or merger (including the minimum content under the form prescribed in Appendix XX, issued together with this Circular);

d) Plan for consolidation or merger was approved by the General Meeting of Shareholders, the Board of Members or Owners of the companies involved in consolidation or merger through, including the plan for processing of brokerage account (if any) of the customers (including the minimum contents under form prescribed in Appendix XXI issued with this Circular);

đ) Dossier to request approval for the transfer from ten percent (10%) or more of the contributed chartered capital (if any) specified in Clause 2, Article 30 of this Circular.

2. Within thirty (30) days after receipt of complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall make a decision on approval for consolidation or merger. In case of refusal, the State Securities Commission and a written reply clearly stating the reasons.

3. Securities company perform the consolidaation or merger in accordance with the provisions of the Enterprise Law.

4. After the consolidation or merger, securities company shall carry out procedures for re-issuance of License for establishment and operation. Dossier to request the re-issuance of License shall be signed by the legal representatives of the companies involved in consolidation and merger and made into one (01) original submitted directly to the State Securities Commission or sent by post. Dossier includes:

a) Written request for issuance of License of establishment and operation (under form prescribed in Appendix I issued together with this Circular);

b) Report on result of consolidation or merger;

c) List of shareholders and capital contributors of the company after the consolidation or merger; result of the transfer from ten percent (10%) or more of the chartered capital (if any);

d) Written explanation about material facilities to ensure the implementation of securities business operations (under the form prescribed in Appendix II issued together with this Circular).

đ) Tentative list of the Director (General Director) and securities practitioners at the head office (under the form prescribed in Appendix III issued together with this Circular) together with valid copy of Certificate of securities practice; the written personal information of the Director (General Director) (under the form prescribed in Appendix II issued together with this Circular);

e). Draft of company Ordinance after the consolidation or merger;

g). The original of License of establishment and operation of the securities company involved in consolidation or merger;

5. The State Securities Commission shall inspect the material facilities if the company relocates its head office after the consolidation or merger, or to clarify issues related to the the company’s material facilities after the conversion.

6. Within thirty (30) days from the date of receipt of complete and valid dossier as specified in Clause 4 of this Article and the results of inspection of material facilities (if any), the State Securities Commission shall re-issue License of establishment and operation. In case of refusal, the State Securities Commission shall reply in writing, clearly stating the reasons.

7. Securities company formed after the consolidation or merge shall inherit all rights and obligations of the securities company involved in the consolidation or merger.

8. Securities company after consolidation or merger shall publish information in accordance with current laws.

9. Branches and transaction offices of the securities company after the consolidation or merger continuing to work shall request the approval of the State Securities Commission for the establishment of branches and transaction offices as stipulated in Article 18 and 21 of this Circular. Branches and transaction offices not continuing to operate shall make the procedure for closure of branches, transaction offices as stipulated in Articles 19 and 22 of this Circular;

Chapter VIII

REGULATION ON REPORT, STORAGE AND PUBLICATION OF INFORMATION

Article 68. Regulation on report

Securities companies must submit written reports or electronic data file to the State Securities Commission under the terms and provisions as follows:

1. Periodic report:

a) Prior to the fifth working day (05) of the following month, the securities company must send monthly report on the activities (under the form prescribed in Appendix XXII of this Circular);

b) Prior to the twentieth (20th) day of the following quarter, the securities companies must submit quarterly financial report;

c) Within forty-five (45) days after the end of the first 6 months of the fiscal year, the securities company must submit semi-annual financial statement and report on financial security ratio on June 30 June having been reviewed by the audit organization approved by the State Securities Commission;

d) Annual report:

- Prior to January 20 of the subsequent year, securities company must submit a report summing up the activities of the company (under the form prescribed in Appendix XXIII of this Circular);

- Prior to March 31 of the following year, securities companies must submit the State Securities Commission the annual financial statement and reports of financial security ratio on December 31 having been audited by an independent audit organization approved by the State Securities Commission.

e) Financial statement of the securities company submitted to the State Securities Commission specified at Point b, c, d of this Clause includes: Balance sheet, report on results of business operations, report on cash flow, notes to the financial statement in accordance with accounting laws. Notes to the financial statement must be presented in full all of the contents in accordance with the law and shall be made ​​in accordance with the standards and current accounting regime. Where in the notes to the financial statements there is a reference to the appendix, this appendix must be published together with the financial statement. Notes to the financial statements must be presented in detail the contents of transactions with related parties in accordance with the Vietnamese Accounting Standards. Notes to the financial statements must be reported to the department in accordance with the Vietnamese Accounting Standards. Where the securities company is the parent company of another organization, the annual financial statements including the financial statements of the parent company and consolidated financial statement in accordance with accounting laws.

f) Where the financial statement with exceptional audit opinion not providing details of items and reasons for the exception, the securities companies shall have a written explanation certified by the audit and submitted to the State securities Commission no later than thirty (30) days from the date of the report as prescribed at Point c, and d of this Clause.

2. Unusual report:

a) Within two (02) working days after stock company has newly signed or terminated the labor contract with the securities practitioners, the securities company must make written report to the State Securities Commission;

b) Within three (03) days after the occurrence of the following events, the securities company must report to the State Securities Commission in writing:

Loan and investment exceeds the limit specified in Article 42 and Article 44 of this Circular;

On the day the company’s head office, branches or transaction offices open its operation.

3. Report as required:

Where necessary, the State Securities Commission has the right to require the securities company to make written report, specifying the content and time limit of the report.

Article 69. Regulation on storage of dossiers and documents

1. Securities company must keep dossiers and documents in accordance with Article 12 of the Enterprise Law.

2. Securities company must keep all customers’ dossiers and documents and related materials accurately reflecting customers’ transactions and operations of the company.

3. The retention period of documents under the provisions of Clause 2 of this Article is at least ten (10) years.

Article 70. Regulation on information publication

Company securities shall publish information under the provisions of the law on securities, securities markets and other relevant laws.

Chapter IX

IMPLEMENTATION ORGANIZATION

Article 71. Implementation organization

1. This Circular takes effect from January 15, 2013 and replaces Decision No. 27/2007/QD-BTC dated April 24, 2007 of the Minister of Finance on promulgating the Regulation on organization and operation of securities company and Decision No. 126/2008/QD-BTC dated December 26 2008 of the Minister of Finance on amending and supplementing a number of articles of the "Regulation on organization and operation of securities company" issued together with Decision No. 27/2007/QD-BTC dated April 24, 2007 of the Minister of Finance.

2. Within one (01) year from the effective date of this Circular, the securities company shall amend the Ordinance under the sample Ordinance as prescribed in Appendix XI, issued together with this Circular; establish and build risk management systems, internal audit, internal control as prescribed in Article 35, Article 36, Article 37 of this Circular; manage customers' money as stipulated in Article 50 of this Circular.

3. Since the effective date of this Circular, the securities company has the debt rate and the investment rate exceeding provisions specified in Clause 1, Article 42 and Article 44 of this Circular is not entitled to generate or renew loans and liabilities payable, and not increase the investment rate in any form.

4. Public securities company and listed securities companies must comply with the provisions of this Circular and the current provisions of law applicable to public company and listed company. In case of difference between this Circular with the regulations applicable to public company and listed company, the public securities company and listed securities company must apply the provisions of this Circular .

5. Any problem arising in the course of implementation should be promptly reported to the Ministry of Finance for study, guidance and settlement.

 

 

 

PP. MINISTER
DEPUTY MINISTER




Tran Xuan Ha

 

APPENDIX XI

SAMPLE CHARTER OF A SECURITIES COMPANY
(Promulgated together with the Circular No.         dated November 30, 2012 of the Ministry of Finance)

MINISTRY OF FINANCE
--------

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

 

MODEL CHARTER

APPLICABLE TO SECURITIES COMPANIES

(The charters issued by securities companies must be conformable with this sample charter, and are not limited within the contents of this model charter)

TABLE OF CONTENTS

Legal basis

Chapter I. General provisions

Article 1. Interpretation of terms

Article 2. Name, legal form, location, organizational structure, and operating term of the company

Article 3. Legal representative

Article 4. Scope of business

Article 5. Charter capital

Article 6. Targets

Article 7. Principles

Article 8. Rights of the company

Article 9. Obligations of the company

Article 10. Prohibitions and restrictions

Chapter II. Shares/capital contributions and owner/shareholders/partners

Section 1. Shares/capital contributions

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

Article 12. Transfer of capital contribution/shares

Article 13. Repurchase of capital contribution/shares

Article 14. Methods of increasing and decreasing charter capital

Section 2. Owner/founders/founding shareholders; rights and obligations of owner/members/shareholders

Article 15. Information about owner/founders/founding shareholders

Article 16. Rights of owner/members/shareholders

Article 17. Obligations of owner/members/shareholders

Article 18. Register of members/registers of shareholders

Article 19. Share certificates (for joint-stock companies)

Chapter III. Company administration

Section 1. Administration of a joint-stock company

Article 20. Administration apparatus of the company

I. General meeting of shareholders

Article 12. Entitlements of the General meeting of shareholders

Article 22. Authorized representatives

Article 23. Convening a General meeting of shareholders

Article 24. Agenda and contents of a General meeting of shareholders

Article 25. Conditions for convening a General meeting of shareholders

Article 26. Formalities of a General meeting of shareholders

Article 27. Cumulative voting

Article 28. Ratifying decisions of the General meeting of shareholders

Article 29. Effect of decisions of the General meeting of shareholders

Article 30. Minutes of the General meeting of shareholders

II. The Executive Board

Article 31. Entitlements of the Executive Board

Article 32. Composition, term of office, and number of Executive Board members

Article 33. Standards and requirements of Executive Board members

Article 34. Meetings of the Executive Board and minutes of meeting

Article 35. Dismissal and appointment of Executive Board members

Article 36. Independent, non-executive members of the Executive Board

Article 37. The President of the Executive Board

Article 38. Internal audit and risk management unit of the Executive Board

III. The Board of Directors

Article 39. Composition, obligations and benefits of the Board of Directors

Article 40. Standards and requirements of directors

Article 41. Dismissal and appointment of directors

Article 42. Internal control and risk management unit affiliated to the Board of Directors

IV. Control Board

Article 43. Tasks and entitlements of the Control Board

Article 44. Number of members and term of the Control Board

Article 45. Operation and meetings of the Control Board

Article 46. Standards and requirements of the Control Board members

Article 47. Dismissal of members of the Control Board

Section 2. Administration of the limited liability company

Article 48. Administration apparatus of the company

I. The Member assembly

Article 49. Entitlements of the Board of members

Article 50. Convening meetings of the Board of members

Article 51. Authorized representatives (for multi-member limited liability securities companies)

Article 52. Conditions and formalities of a meeting of the Board of members

Article 53. Ratifying decisions of the Board of members

Article 54. Minutes of meetings of the Board of members

Article 55. President of the Board of members

Article 56. Internal audit and risk management unit of the Board of members

II. The Board of Directors

Article 57. Composition, obligations and entitlements of the Board of Directors

Article 58. Standards and conditions for being a director

Article 59. Dismissal and appointment of directors

Article 60. Internal control and risk management unit affiliated to the Board of Directors

III. Control Board

Article 61. Tasks and entitlements of the Control Board

Article 62. Number of members and term the Control Board

Article 63. Operation and meetings of the Control Board

Article 64. Standards and requirements of the Control Board members

Article 65. Dismissal of members of the Control Board

Chapter IV. Maintenance of relationship with partners

Article 66. Possible disputes

Article 67. Settlement of disputes

Article 68. Transactions subject to approval

Article 69. Voting for execution of contracts with relevant parties

Article 70. Reporting and announcement of information

Chapter V. Financial and accounting management

Article 71. Fiscal year

Article 72. Accounting system

Article 73. Audit

Article 74. Profit distribution principles

Article 75. Settlement of loss

Article 76. Establishment of compulsory funds

Chapter VI. Extension of operating term, restructuring, dissolution and bankruptcy

Article 77. Extension of operating term

Article 78. Restructuring

Article 79. Dissolution

Article 80. Bankruptcy

Chapter VII. Formalities for amending the charter

Article 81. Amending the charter

Chapter VIII. Effect of the Charter

Article 82. Effective date

 

LEGAL BASIS

- The Law on Enterprises No. 60/2005/QH11 ratified by the National Assembly of Socialist Republic of Vietnam on November 29, 2005 and the documents guiding the implementation of the Law on Enterprises;

- The Law on Securities No. 70/2006/QH11 ratified by the National Assembly of Socialist Republic of Vietnam on June 29, 2006, the Law on the amendments to the Law on Securities ratified by the National Assembly on November 24, 2010 and the documents guiding the implementation of the Law on Securities.

Chapter I

GENERAL PROVISIONS

Article 1. Interpretation of terms

1. In this Charter, the terms below are construed as follows, except for the circumstances under which they are interpreted differently:

a) “company" means the securities joint-stock company or securities limited liability company (full name of the company in Vietnamese language);

b) “charter capital” means the total value of capital contributed by the owner/total value of capital contributed by members/total value of issued shares paid by shareholders, and is written in the Charter;

c) “the Law on Securities” means the Law on ratified by the National Assembly of Socialist Republic of Vietnam on June 29, 2006 and the Law on the amendments to the Law on Securities ratified by the National Assembly on November 24, 2010;

d) “the Law on Enterprises” means the Law on Enterprises ratified by the National Assembly of Socialist Republic of Vietnam on November 29, 2005;

e) “Article” means an article of this charter;

f) “establishment date” means the day on which the company is issued with the operating license;

g) “law” means all of the legislative documents mentioned in Article 1 of the Law on Promulgation of legislative documents ratified by the National Assembly of Socialist Republic of Vietnam on June 03, 2008;

h) “company administrators” mean members of the Board of members/the President of the Board of members, Executive Board members, members of the Board of Directors, and ... (other positions decided by the company);

i) “relevant persons” mean individuals or organizations that are related to one another as prescribed by the Law on Securities and the Law on Enterprises;

j) “major shareholders” mean the shareholders that directly or indirectly hold at least 5% of voting shares of the company;

k) “Vietnam” means Socialist Republic of Vietnam;

l) “SSC” stands for State Securities Commission.

2. in this Charter, the reference to any terms or document shall include their amendments or replacements.

3. The titles (of Chapters and Articles of the Charter) shall be included to facilitate the reading and avoid influencing the meaning of the Charter.

4. Meanings of the words and terms defined in the Law on Enterprises and the Law on Securities remain unchanged in this Chapter if such meanings are not inconsistent with the subject or the context.

Article 2. Name, legal form, location, organizational structure, and operating term of the company

1. Name of the company:

a) Full name in Vietnamese language:

b) English name:

c) Business name:

d) Abbreviated name:

2. Legal form of the company:

Single-member limited liability company/multi-member limited liability company/joint-stock company is issued with the license for establishment in accordance with the Law on Securities, has a legal status, and conformable with current Vietnam’s law.

3. Location:

a) Address of the head office:

b) Phone number: Fax:

c) Website (if any):

4. Organizational structure:

a) The company may open, close branches, transaction offices, and representative offices to pursuit its targets in accordance with decisions of the owner/the Executive Board/the Board of members after they are approved by SSC;

b) Branches, transaction offices, representative offices are affiliated to the company and the company is totally responsible for their operation;

c) The company only trades in securities and provides securities services at its head offices, the branches and transaction offices permitted by SSC.

d) The name of a branch, transaction office, or representative office must bear the company’s name, the word “branch”, “transaction office”, or “representative office” and a proper name for differentiation.

5. Operating term:

The company’s operation commences on its establishment date and lasts for ... years/indefinitely, unless it is shut down ahead of schedule or the operating term is extended as prescribed in this Charter.

Article 3. Legal representative

1. The President of the Board of members/the President of the Executive Board or the Director (General Director) is the legal representative of the company (the company may choose only one of these positions as the legal representative).

2. Authorization of the legal representative:

a) The legal representative of the company prescribed in this Article must reside in Vietnam. If he is not present in Vietnam for more than 30 days, he must authorizes another person in writing to exercise the rights and perform the tasks of a representative in accordance with the company’s charter;

b) If the legal representative of the company fails to return to Vietnam after the authorization duration without authorizing another person, the authorized representative (mentioned in Point a of this Clause) shall keep exercising the rights and performing the tasks of a representative as authorized until the representative returns to the company or the owner/the Board of members/the Executive Board decides to designate another person as the legal representative;

c) If the company’s legal representative is not present in Vietnam for more than 30 days without authorizing another person to exercise the rights and perform the tasks of a legal representative, the owner/the Board of members/the Executive Board shall designate another person as the company’s legal representative.

3. Recommendation: Where the Director (General Director) is the company’s legal representative: if the Director (General Director) detained, makes a getaway, is incapable of civil acts, has the rights to practice revoked by the Court, or has not been designated as the Director (General Director) after being dismissed, the President of the Board of members/the President of the Executive Board is naturally the company’s legal representative until the owner/the Board of members/the Executive Board designates another person as such position (or vice versa if the President of the Board of members/the President of the Executive Board is the company’s legal representative).

Article 4. Operating scope

1. Operations of the company (one, some or all of the operations below):

a) Securities brokerage;

b) Proprietary trading;

c) Underwriting securities issuance;

d) Advising on investment in securities.

2. Apart from the operations mentioned in Clause 1 of this Article, the company may provide securities depository services, financial advices, manage securities trading accounts of investors, and provide other financial services as prescribed by the Ministry of Finance.

3. The company may add or withdraw some operations mentioned in Clause 1 of this Article after obtaining the approval from SSC.

Article 5. Charter capital

On the day this Charter is ratified, the company’s charter capital is .... VND (in numbers: ... ).

Article 6. Targets

1. The company’s targets: ...............

2. If any of the targets above is subject to the approval of competent state agencies, the company shall only pursuit such target after it is approved.

Article 7. Operating principles

1. Comply with legislation on securities, securities market and relevant laws.

2. Conduct the business fairly and honestly.

3. Establish procedures for internal audit and risk management, issue code of practice conformable with the company’s operations.

4. Ensure the adequate human resources, capital and infrastructure necessary for securities trading; obey the law.

5. Separate the offices, personnel, database systems, reports among the departments to avoid conflict of interest between the company and clients, and among clients. Notify clients of possible conflict of interest between the company, practitioners, and clients.

6. Assign securities practitioners appropriate for the operations. The practitioners engaged in proprietary trading must not engage in securities brokerage.

7. The forecast of prices of recommended transactions related to a specific type of securities on the media must specify the basis for analysis and source of information.

8. Other principles decided by the company that are conformable with current law.

Article 8. Rights of the company

1. All the rights recognized by the Law on Enterprises, provided they do not contravene with the Law on Securities.

2. Provide securities services and financial services within the law.

3. Collect fees and charges in accordance with regulations of the Ministry of Finance.

4. Favor Vietnamese workers, ensure rights and interests of workers as prescribed by the Labor Code, and respect the right to establish the Union as prescribed by law.

5. Other rights decided by the company that are conformable with current law.

Article 9. Obligations of the company

1. General principles:

a) Fulfill all obligations prescribed by the Law on Enterprises;

b) Establish an internal control and risk management system, prevent conflict of interest within the company, between the company and relevant persons;

c) Adhere to with the administration principles prescribed by law and the company’s charter;

d) Adhere to the financial safety principles prescribed by the Ministry of Finance;

e) Buy Professional liability insurance for securities trading at the company or establish a investor protection fund to provide compensation for investors that suffer from damage caused by technical errors or employees’ errors;

f) Retain all documents and accounts that specifically and accurately reflect the transactions between the clients and the company;

g) Sell securities or allow clients to sell securities while they are not holding securities, and allow clients to borrow securities for sale in accordance with regulations of the Ministry of Finance;

h) Adhere to the regulations of the Ministry of Finance on securities trading;

i) Comply with regulations on accounting, audit, statistics, financial obligations of relevant laws;

j) Provide information, make reports and retain them in accordance with the Law on Enterprises, the Law on Securities and their guiding documents;

k) Make contributions to the payment support fund according to the Regulation on registration, depository, offsetting, and payment of securities;

l) Other principles decided by the company that are conformable with current law.

2. Obligations to shareholders/members:

a) Separate the obligations of General meeting of shareholders/the Board of members, and the Executive Board, the President of the Executive Board, the President of the Board of members, and the Control Board;

b) Establish a system for communication with shareholders/members to ensure adequate information provision and fair treatment among shareholders/members, ensure the lawful rights and interests of shareholders/members;

c) The acts below are prohibited:

- Making promises of incomes or profits for shareholders/members (except for the shareholders that hold preference shares offering fixed dividends);

- Illegally holding benefits and incomes from shares/contributions of shareholders/members;

- Providing financial supports or giving guarantee to shareholders/members whether directly or indirectly; giving loans to shareholders/members, members of the Control Board, Executive Board members/the Board of members, members of the Board of Director, Chief accountant, other managers appointed by the Executive Board, and the persons related to the said persons in any shape or form;

- Generating incomes for shareholders/members buy improperly repurchasing their shares/contributions;

- Infringing other rights of shareholders/members such as: ownership, call option, put option, the right to fair transaction, the right to information, other the lawful rights and interests;

d) Other obligations decided by the company that are conformable with current law.

3. Obligations to clients:

a) Fulfill the commitment to clients; not to infringe the property, the lawful rights and interests of clients;

b) Separate money and securities or every client, separate money and securities of clients and the company’s. All transactions in cash must be made via bank transfer. Do not abuse the assets entrusted to the company by clients, the payment for transaction and securities of clients that are kept at the company;

c) Sign written contracts when providing services; provide sufficient and accurate information for clients when providing services;

d) Only provide suitable advices based on the collected information about the clients: collect info about the financial condition, investment targets, risk acceptability, profit expectation of clients, and update such information as prescribed by law. Ensure the provision of appropriate recommendations and advises for each particular client;

e) Take responsibility for the reliability of the information provided for clients. Ensure that clients make decisions on investment based on sufficient information, including the risks of provided products or services. False information and dishonesty are prohibited;

f) Avoid conflict of interest with clients. Give advance notices and take necessary measures for ensuring fair treatment with clients in inevitable circumstances;

g) Favor clients’ orders over the company’s orders;

h) Establish a department in charge of communicating with clients and resolving clients’ complaints and questions;

i) Fulfill obligations to clients;

j) Maintain confidentiality of clients’ information:

- The company shall maintain the confidentiality of the information about the ownership of securities and money of clients, refuse to investigate, block, keep, transfer assets of clients without their consent.

- This regulation does not apply to:

+ Auditors that audit the company’s financial statements;

+ Provision of information at the request of competent authorities.

k) Other obligations decided by the company that are conformable with current law.

Article 10. Prohibitions and restrictions

1. Regulations applicable to the company:

a) Do not give opinions or promises of income or profit on clients’ investment, or assurance of no loss, except for investment in securities that generate fixed incomes;

b) Do not discuss or offer specific interest rates or distribute profit/loss with clients to entice clients into transactions;

c) Do not directly or indirectly sign contracts, receive orders, execute orders, or make payments outside the locations approved by SSC;

d) Do not take orders from or make payments with other people than the account holders without written authorization made by clients;

e) Do not use clients’ names or accounts to register or trade in securities;

f) Do not appropriate securities, money, or impound securities of clients deposited under the company’s name;

g) Do not reveal information about clients unless the revelation is accepted by clients or requested by competent authorities;

h) Do not cause clients and investors to misjudge securities prices;

i) The contract to open a securities trading account must not content the terms meant to avoid the fulfillment legal obligations of the company, restrict the compensation provided by the company, or transfer risk from the company to its clients; compel clients to fulfill unfair obligation to pay compensation, and other agreements that are unfairly unfavorable to clients;

j) Other prohibitions and restrictions imposed by the company in conformity with current law.

2. Regulations applied to securities practitioners:

a) Do not simultaneously work for another organization in proprietorial relation to the company;

b) Do not simultaneously work for another securities company or asset management company;

c) Do not hold the position of Director of a organization that offer securities to the public or a listed company;

d) Only open the securities trading account at the company. This regulation does not apply if the company is not a member of the Stock Exchange;

e) When making transactions with clients’ accounts, the securities practitioner is the representative of the company. Do not use cash and securities in clients' accounts without authorization of the company under the clients’ entrustment in writing;

f) Other prohibitions and restrictions imposed by the company in conformity with current law.

3. Regulations applicable to Executive Board members/the Board of members, the chief of the Control Board, members of the Executive Board:

a) Executive Board members/members of the Board of members of the company must not concurrently be Executive Board members or members of the Board of members or Directors of other securities company;

b) The chief of the Control Board must not concurrently be a member of the Control Board or manager or another securities company;

c) The Director, Deputy Director must not concurrently work for another securities company, asset management company, or company. The Director must not concurrently be a member of the Executive Board or the Board of members of another securities company;

d) Other prohibitions imposed by the company in conformity with current law.

Chapter II

SHARES/CAPITAL CONTRIBUTIONS; SHAREHOLDERS/MEMBERS/OWNER

Section 1. SHARES/CAPITAL CONTRIBUTIONS

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

1. The charter capital of the company is divided into ... shares. the face value of a share is ... VND.

2. Types of shares:

a) Common shares: ... shares;

b) Voting shares: ... shares;

c) Shares having preference in dividends: ... shares;

d) Redeemable preferred shares: ... shares;

3. Common shares shall not be converted into preferred shares. Preferred shares may be converted into common shares under decisions of the General meeting of shareholders. The conversion method and ratio shall be ratified by the General meeting of shareholders within the law.

4. Characteristics of various types of shares:

a) Common shares: each common share has 01 vote. Holders of common shares are common shareholders. Common shareholders are entitled to participate to the processing of making decisions of the company by voting at the General meeting of shareholders;

b) Voting shares: each voting share has ... votes. Only the organizations authorized by the Government and founding shareholders may hold voting shares. Holders of voting shares must not transfer them to other people The preferred right to vote of founding shareholders only last for 03 years from the establishment date. After this period, voting shares of founding shareholders shall be converted into common shares;

c) Holders of shares having preference in dividends shall receive ... % more dividends than holders of common shares, or receive fixed annual dividends. Annual dividends include fixed dividends and bonus dividends. Fix dividends do not depend on the performance of the company. The level of fixed dividends and calculation method are written on the preferred shares having preference in dividends;

d) Redeemable preferred shares shall be redeemed at any time at the request of the holders or under the conditions written on the shares. The purchase prices shall be decided by the General meeting of shareholders, provided they are not higher than market prices or lower than ... % of the book value in the latest quarterly report.

Article 12. Transferring shares/capital contributions

1. For single-member limited liability companies:

The company may transfer part or the whole charter capital after 03 years from the establishment date.

2. For multi-member limited liability companies:

a) Capital contributions/shares of the company are transferable, except for the cases in which the transfer is restricted according to the Law on Enterprises, the Law on Securities, and this Charter;

b) Founders/founding shareholders must not transfer their shares for 03 years from the establishment date, unless they transfer to other founders/founding shareholders in the company and this transfer ensures the necessary holding ratio of founders/founding shareholders according to current law. After this period, the restrictions on capital contributions of founders or common shares of founding shareholders shall be removed. Only the capital contributions/shares of founders/founding shareholders that are purchased when the company is established is restricted from transfer.

3. The transfer of capital contributions/shares to become a contributor/shareholder that hold 10% of the company’s charter capital or more are subject to approval by SSC, unless the shares are listed or registered at Stock Exchanges (applicable to joint-stock companies) and completely transferred under a decision of the court.

Article 13. Repurchase of shares/capital contributions

1. The company may only repurchase capital contributions/shares when all conditions are satisfied and the repurchase ratio is conformable with law.

2. Cases of repurchase of shares/capital contributions:

a) Repurchase at the request of members/shareholders

- Any member/shareholder may request the company to repurchase their capital contributions/shares if that member/shareholder votes against a decision of the Board of members/General meeting of shareholders on the restructuring of the company or changes in rights and obligations of members/shareholders in the company’s charter. The request for repurchase of capital contributions/shares must be made in writing and sent to the company within ... working days from the day on which the Board of members/General meeting of shareholders ratifies the aforesaid decision.

- For limited liability companies: if both parties fail to reach an agreement on the price when a member makes a request for the repurchase of the capital contribution, the company shall repurchase the capital contribution at the market price (or under other rules established by the company) within 15 days from the day on which the request is received. The payment shall only be made if the company is still capable of settling other debts and financial obligations after paying for the capital contribution.

If the company does not repurchase the contribution or fails to pay for it, or fails to reach an agreement on the repurchase price according to the company’s charter, the member that requests the company to repurchase his contribution is entitled to transfer his contribution to another person. In this case, the transfer might not apply Article 44 of the Law on Enterprises.

b) Repurchase under a company’s decision (applicable to joint-stock companies)

The company may repurchase issued shares (including redeemable preferred shares) as treasury stocks. The ratio, method, and procedure for purchasing treasury stocks shall comply with legislation on securities and the securities market.

Article 14. Methods for increasing, reducing charter capital

1. After the official commencement, the company may increase or decrease its charter capital under the decision of the owner/the Board of members/General meeting of shareholders if the regulations of current law are complied with.

2. Method for increasing the charter capital:

1. For limited liability companies:

- Increase capital contributions of the members/owner;

- Receive capital contributions of the new members.

2. For joint-stock companies:

- Issue shares to raise capital in accordance with law;

- Convert convertible bonds into shares;

- Issue shares to pay dividends, issue bonus shares.

3. The reduction of charter capital is decided by the Board of members/General meeting of shareholders but the conditions on legal capital must be satisfied after the reduction according to current regulations.

Section 2. OWNER/FOUNDERS/FOUNDING SHAREHOLDERS; RIGHTS AND OBLIGATIONS OF OWNER/MEMBERS/SHAREHOLDERS

Article 15. Information about owner/founders/founding shareholders

1. 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) Head office address:

e) Basis characteristics:

2. Founders/founding shareholders (for multi-member limited liability companies and joint-stock companies):

a) Founders/founding shareholders are members/shareholders that contribute capital or purchase shares, participate in the establishment, ratify and sign on the first charter of the company.

b) Information about founders/founding shareholders:

- Name:

- Residence:

- Nationality:

- Number of the License for establishment/Certificate of Business registration (for legal entity) or ID number (for natural person): ... Date of issue: ... Issuer: ...

- Level of contribution and ratio of contribution of each founder (for multi-member limited liability companies); Quantity of shares, nominal value of shares, holding, types of shares, total quantity of transferable shares of each founding shareholder (for joint-stock companies).

c) Founders/founding shareholders must hold an amount of shares/capital contribution that make up at least ... % of charter capital. Founders/founding shareholders being banks, insurers, or foreign organizations must maintain a holding of ... % of charter capital for 03 years from the establishment date.

Article 16. Rights of the owner/members/shareholders

1. The owner (of the single-member limited liability company) is entitled to:

a) Decide the contents of the company’s charter, amend the company’s charter;

b) Decide the development strategy and annual business plan of the company;

c) Appoint and dismiss the managers of the company;

d) Decide the investments ≥ 50% of the total value of assets written in the latest financial statement (or a smaller ratio decided by the company);

e) Decide the solutions for market development, marketing and technology;

f) Approve the loan contracts and other contracts valued at ≥ 50% of the total value of assets written in the latest financial statement (or a smaller ratio decided by the company);

g) Sell the assets valued at ≥ 50% of the total value of assets written in the latest financial statement (or a smaller ratio decided by the company);

h) Decide the increase of the company’s charter capital; transfer part or the entire charter capital of the company to other organizations and individuals;

i) Decide the establishment of subsidiary companies and capital contributions to other companies;

j) Supervise and assess the company’s operation;

k) Decide the use of profit after fulfilling the tax obligations and other financial obligations of the company;

l) Decide the restructuring, dissolution, and bankruptcy of the company;

m) Withdraw all values of the company after the process of dissolution or bankruptcy is finished;

n) Other rights established by the company in conformity with current law.

2. Members (of the multi-member limited liability company) are entitled to:

a) Attend meetings of the Board of members, discuss the resolutions and votes for the issues within the competence of the Board of members. If a member being a natural person is detained, imprisoned or has his rights to practice revoked by the Court due to smuggling, making counterfeits, running illegal business, tax evasion, cheating, and other offences defined by law, that member may authorize another person to participate in the Board of members.

b) Has a proportional number of votes to the capital contribution;

c) Inspect, examine, look up, copy the member register and logbook; monitor the transactions, accounting books, annual financial statements, minutes of meetings of the Board of members, and other documents issued by the company;

d) Receive profit distribution in proportion to the capital contribution after tax is sufficiently paid and other financial obligations are fulfilled as prescribed by law;

e) Receive distribution of residual asset value in proportion with the capital contribution when the company is dissolved or bankrupt;

f) Be favored when making additional capital contribution when the company’s charter capital is increased; transfer part or the whole capital contribution as prescribed by law;

g) Dispose of their capital contribution by transferring, leaving as inheritance, or by other means as prescribed by law;

h) Members or groups of members that possess over 25% of charter capital (or a smaller ratio decided by the company) are entitled to convent meetings of the Board of members to resolve the issues within the competence; request the Control Board to examine every issues related to the management and administration of the company;

i) If a member of the company owns over 75% of the charter capital (not any smaller ratio), the assembly of minority members naturally has the right mentioned in Point h of this Clause;

j) The members are entitled to file lawsuits in the name of the company or themselves against the President of the Member assembly or the Director in some cases prescribed by law. The procedure for filing lawsuits shall comply with legislation on civil proceedings;

k) Other rights established by the company in conformity with current law.

3. Rights of shareholders (of the joint-stock company)

a) Rights of common shareholders (the persons holding common shares). Common shareholders have the following rights:

(i) The right to vote:

- Shareholders may participate to the process of making decisions of the company by exercising their rights to vote at the General meeting of shareholders.

- The right to vote may be exercised directly or by an authorized representative. The authorized representative may act in the name of the shareholder when making decisions at the General meeting of shareholders. The company must not prevent shareholders from attending the General meeting of shareholders, and must enable them to delegate the rights to attend the General meeting of shareholders at request. Every individual may be the representative as long as he is legitimately authorized and not restricted by law. The authorization must be made in writing under the form of the company. No notarization is required.

- Recommendation: the company may apply information technology to voting, including absent voting through a secured electronic system, by the Internet or by phone to enable shareholders to attend the General meeting of shareholders.

- Holders of common shares do not have the right to vote in the cases below:

+ The payment for shares is not sufficient;

+ Treasury stocks;

+ If the common shares are held by a shareholder related to the owning company, the shareholder shall not have the right to vote via the transactions between the company and relevant parties to which the shareholder is a beneficiary.

+ Recommendation: the shares earned by violating the regulations on share purchase in controlling transactions or violating the regulations on compulsory public purchase;

+ Recommendation: the shares directly or indirectly held by subsidiary companies;

+ Recommendation: When the General meeting of shareholders decides the issues such as removing or reducing the obligations of shareholders to the company; brings or drops a lawsuit against shareholders: irrelevant shareholders do not have the right to vote for such issues.

- Recommendation: any change in the right to vote is subject to approval by the holders of the shares that are negatively affected by such change.

(ii) The right to request for cancellation of decisions made by the General meeting of shareholders:

- If a resolution of the General meeting of shareholders is against the law or infringe the basic benefits of shareholders, shareholders are entitled to request the company not to implement such resolutions in accordance with the procedure prescribed by law.

- Within 90 days from the day on which the minutes of meeting of the General meeting of shareholders or the record on voting result is received, shareholders are entitled to request the court or the arbitrator to consider canceling the decision made by the General meeting of shareholders in the following cases:

+ The procedure for convening the General meeting of shareholders is not conformable with law and the company’s charter;

+ The procedure for making the decision and contents of the decision violates law or the company’s charter.

(iii) The right to receive the information about the company, the right to look up the list of shareholders; the right to request the Control Board to examine the issues related to management and administration of the company:

- All shareholders of the company are entitled to examine, look up and copy the information in the list of votable shareholders, request the rectification of incorrect information; examine and copy the company’s charter, the minutes of meetings and resolutions of the General meeting of shareholders.

- Only the group of shareholders that hold at least 10% of common shares (or a smaller ratio decided by the company) may examine and copy the minutes of meetings and resolutions of the Board of Directors, financial statements, the reports made by the Control Board, and request the Control Board to examine the issues related to the management and administration of the company where necessary.

- If the shares of the company are listed at Stock Exchange, shareholders are entitled to the periodic and irregular notifications of the company’s operation in accordance with the regulations applicable to listed companies.

- Recommendation: shareholders must comply with internal regulations of the company on provision of information and documents as follows: the company shall provide documents for the shareholder to check at the office within ... working days from the receipt of the shareholder’s request. The shareholder shall incur the photocopy cost.

(iv) The right to transfer shares:

Except for the cases of in which share transfer is restricted according to the Law on Enterprises, the Law on Securities, the company’s charter or decisions made by the General meeting of shareholders, common shareholders are entitled to transfer their shares at any time and at any price without the consent of the superior authority, the company, or other shareholders.

(v) The right to be favored when buying shares:

- Shareholders shall be favored when buying offered shares of converted securities before the company offer them to a third party. The right to be favored when buying securities in proportion to the amount of common shares they hold, unless otherwise decided by the General meeting of shareholders.

- Shareholders are entitled to transfer the priority to other people or exercise part or the whole right to be favored when buying securities.

(vi) The right to request the company to repurchase shares:

- Shareholders are entitled to request the company to repurchase the all or part of their shares if they vote against or refuse to vote for the decision of the General meeting of shareholders on changes in the rights and obligations of shareholders prescribed in the company’s charter or restructuring of the company.

- The request for repurchase of shares must be made in writing, specifying the shareholder’s name, address, amount of each type of shares being held, intended sale prices, and reasons for request. This request shall be sent to the company within 10 working days from the day on which the General meeting of shareholders ratifies the aforesaid decision.

- The Board of Directors shall decide the repurchase price in accordance with the Law on Enterprises. If an agreement on the price is not reached, the shareholder may sell his shares to another person, or both parties may request a professional valuator to give a price. The company shall introduce at least 03 professional valuators for the shareholder to select. The decision made by the valuator is final.

- The deadline for repurchase is specified in the Law on Enterprises.

(vii) The right to receive assets when liquidating the company:

- If the company is dissolved or bankrupt, the shareholder is entitled to receive part of the remaining assets in proportion to their capital contribution to the company after the company has repaid the debts.

- The order for repaying debts and distributing assets to shareholders shall comply with law.

(viii) The right to file lawsuits in the name of the company:

- Shareholders are entitled to request the court to annul the decisions made by the General meeting of shareholders if they contravene current law.

- The shareholder or group of shareholder that hold at least 1% of the common shares for at least 06 consecutive months are entitled to request the Control Board to file civil lawsuits against any Executive Board member or the Director in the following cases:

+ The Executive Board member or the Director fails to exercise the rights and perform the tasks they are given; fails to adequately implement decisions of the Executive Board; exercises the rights and performs the tasks given against the law, the company’s charter or resolutions of the General meeting of shareholders;

+ The Executive Board member or the Director takes advantage of the information, secrets, or business opportunities of the company, their positions and the company’s assets for self-seeking or to serve other organizations and individuals;

Other cases defined by the company in conformity with current law.

- If the Control Board fails to file the lawsuit on request, the shareholder or group of shareholders may directly file the lawsuit against the Executive Board member or the Director. The procedure for filing lawsuits shall comply with legislation on civil proceedings.

(ix) The right to receive dividends:

The level of dividends and method of paying dividends to shareholders shall be decided by the General meeting of shareholders, but dividends must not exceed the level recommended by the Executive Board.

(x) The right to convene the General meeting of shareholders:

The shareholder or group of shareholder that hold at least 5% of the common shares for at least 06 consecutive months (or another ratio and period decided by the company) are entitled to convene the General meeting of shareholders in the following cases:

- The Board of Directors seriously violate the rights of shareholders, evades the responsibility of managers, or issue decisions beyond their competence.

- The Executive Board has served for more than 06 months but a new the Executive Board is not elected.

- Other cases defined by the company in conformity with current law.

(xi) The right to nominate people for the Board of Directors and the Control Board:

A shareholder or group of shareholder is entitled to nominate people for the Board of Directors and the Control Board as prescribed in Article 27 of this charter.

(xii) Other rights established by the company in conformity with current law.

b) Rights of voting shareholders:

- Vote for the issues within the competence of the General meeting of shareholders (the number of votes is specified in Point b Clause 4 Article 11 of this charter.

- Other rights similar to those of common shareholders, except for the right to transfer voting shares to other people.

c) Rights of holders of shares with preference in dividends:

- Receive dividends as prescribed in Point c Clause 4 Article 11 of this charter.

- If the company is dissolved or bankrupt, the shareholder is entitled to receive part of the remaining assets in proportion to their share contribution to the company after the company has settled all debts and redeemable preferred shares.

- Other rights similar to those of common shareholders, except for the right to vote, the right to attend the General meeting of shareholders, and the right to nominate people for the Executive Board and the Control Board.

d) Rights of holders of redeemable preferred shares:

- Receive refund of contributed capital as prescribed in Point d Clause 4 Article 11 of this charter.

- If the company is dissolved or bankrupt, the shareholder is entitled to receive part of the remaining assets in proportion to their share contribution to the company after the company has settled all debts.

- Other rights similar to those of common shareholders, except for the right to vote, the right to attend the General meeting of shareholders, and the right to nominate people for the Executive Board and the Control Board.

Article 17. Obligations of the owner/members/shareholders

1. The owner (of the single-member limited liability company) is obliged to:

a) Contribute capital sufficiently and punctually in accordance with the commitment;

b) Comply with the company’s charter and law;

c) Determine and separate assets of the owner and assets of the company;

d) Comply with legislation on contracts and transactions when buying, selling, taking loans, giving loans, leasing, renting, and making other transactions between the owner and the company;

e) Fulfill other obligations prescribed by law;

f) Other obligations imposed by the company in conformity with current law.

2. Members (of the multi-member limited liability company) are obliged to:

a) Contribute capital sufficiently and punctually in accordance with the commitment, take responsibility for the debts and other financial obligations of the company in proportion to the contributed capital.

b) Comply with the company’s charter and the internal regulation;

c) Comply with the decisions made by the Board of members;

d) If a member holds 10% of the company’s charter capital or more, then he and his relevant persons must not hold more than 5% of the shares or capital contribution of another securities company, must not take advantage of their position to infringe the rights and interests of the company and other members. Notification must be promptly sent to the company in some cases as prescribed by law;

e) Fulfill other obligations as prescribed by law;

f) Other obligations imposed by the company in conformity with current law.

3. Shareholders (of the joint-stock company) are obliged to:

a) Pay for the purchase of the shares they register; take responsibility for the debts and other financial obligations of the company in proportion to the capital contribution to the company. Do not withdraw the capital contributed to the company in any shape or form, unless the shares are repurchased by the company or purchased by another person. If a shareholder withdraws part or all of the contributed shares against this Clause, Executive Board members and company’s legal representative are jointly responsible for the debts and other financial obligations of the company in proportion to the value of withdrawn shares;

b) Comply with the charter and internal regulation of the company;

c) Comply with the decisions made by the General meeting of shareholders;

d) If a member holds 10% of the company’s charter capital or more, the he and his relevant persons must not hold more than 5% of the shares or capital contribution of another securities company. Do not take advantage of their position to infringe the rights and interests of the company and other shareholders.

e) Other obligations:

- Provide accurate address when register for the purchase of shares, and fulfill other obligations as prescribed by current law;

- Major shareholders must sufficiently and responsively send notifications to the company, and disclose information in accordance with legislation on securities;

- Other obligations imposed by the company in conformity with current law.

Article 18. Member register/shareholder register

1. The company must keep a member/shareholder register since the operating license is issued.

2. The member register/shareholder register must contain the basic information prescribed by the Law on Enterprises.

3. The member register/shareholder register may be papers, computer files or both (decided by the company).

4. The member/shareholder register shall be kept at the head office of the company (the shareholder register may also be kept at Vietnam Securities Depository).

5. The President of the Board of members/the Executive Board is responsible for certifying registration of capital contribution/shares of members/shareholders. He is also responsible for keeping the register and ensuring the accuracy of the register, avoiding causing damage to members/shareholders or any third parties. If the information in the register kept at the company is not consistent with the register at Vietnam Securities Depository, the register at Vietnam Securities Depository shall prevail.

6. Other obligations imposed by the company in conformity with current law.

Article 19. Share certificates (of joint-stock companies)

1. Shareholders of the company shall be issued with share certificates corresponding to the amount and types of shares they hold, except for the case mentioned in Clause 7 of this Article.

2. Share certificates must bear the company’s seal and signature of the company’s legal representative. Share certificates must specify the amount and types of shares held by the shareholder, full name of the holder (registered shares) and other information as prescribed by the Law on Enterprises. Each registered share certificate only represents a type of shares.

3. Within ... days from the day on which the valid application for permission to transfer shares according to the company’s regulations, or within 02 months (or a period prescribed in the issuance terms) from the day on which sufficient payment for the shares is made according to the share issuance plan of the company, the shareholder shall be issued with the share certificate without paying any fee to the company.

4. Where only part of the registered shares in the same share certificate is transferred, the old certificate shall be annulled and the new certificate reflecting the remaining shares shall be issued by the company free of charge.

5. If the certificate of registered shares is falsified, damaged or lost, the holder of registered shares may request the company to reissue it but fees shall be charged.

6. The holders of certificates of unregistered shares are responsible for the preservation of the certificates. The company is not responsible for the loss or illegal use of the certificates.

7. The company may issue registered shares without issuing certificates. The Board of Directors may issue regulations on permitting the transfer of registered shares (with or without certificates) without a written transfer record according to the Law on Enterprises, legislation on securities and the securities market, and this charter.

Chapter III

COMPANY ADMINISTRATION

Section 1. ADMINISTRATION OF A JOINT-STOCK COMPANY

Article 20. Administration apparatus of the company

1. The General meeting of shareholders.

2. The Executive Board.

3. The Board of Directors.

4. The Control Board.

I. The General meeting of shareholders

Article 21. Entitlements of the General meeting of shareholders

1. The General meeting of shareholders consists of voting shareholders and is the top-ranking unit of the company.

2. Rights and tasks of the General meeting of shareholders

a) Ratifying the development orientation of the company;

b) Deciding the types and amounts of transferable shares;

c) Deciding the level of annual dividend payment of each type of share (or otherwise decided by the company);

d) Voting for, dismissing Executive Board members and members of the Control Board;

e) Deciding to the investment or sale of the assets valued at ≥ ... % of total asset value written in the latest financial statement of the company;

f) Deciding the increase or decrease of the company’s charter capital;

g) Deciding the amendments to the company’s charter, except for adjustment of charter capital after selling the additional shares that are transferable according to this charter;

h) Deciding to repurchase more than ... % of the sold shares (the company may repurchase no more than 10% of common shares);

i) Ratifying annual financial statements;

j) Considering and penalizing violations committed by the Executive Board and the Control Board that cause damage to the company and its shareholders;

k) Deciding the restructuring and dissolution of the company;

l) Other rights and tasks decided by the company in conformity with current law.

Article 22. Authorized representatives

1. The shareholder being an organization is entitled to appoint one or some authorized representatives to exercise shareholders’ rights as prescribed by law. The organization that holds at least 10% of common shares may authorizes up to 03 persons to attend the General meeting of shareholders.

2. If the shareholder appoints more than 01 representative, the quantity of shares and votes of each representative must be specified.

3. The appointment, dismissal, or replacement of the authorized representative must be notified to the company in writing. The contents and time limit for notification shall comply with the Law on Enterprises.

Article 23. Convening the General meeting of shareholders

1. The quantity, time, method and location of the meeting:

a) The General meeting of shareholders shall be convened at least once per year or at any time necessary. The General meeting of shareholders must take place within Vietnam’s territory.

b) The General meeting of shareholders shall be held within 04 months (or within a period decided by the company but not to exceed 04 months) from the end of the fiscal year. If the meeting cannot be held by the aforesaid deadline, the company must notify SSC and hold the General meeting of shareholders within the next 02 months.

2. The power to convene the General meeting of shareholders:

The Board of Directors is responsible for convening the General meeting of shareholders. If the Executive Board fails to convene the General meeting of shareholders as prescribed, the President of the Board of Directors is responsible before the law and must pay compensation for the damage to the company.

3. The cases in which an ad hoc General meeting of shareholders is convened:

a) The Board of Directors finds it necessary in the company’s interests;

b) The number of remaining members of the Board of Directors is smaller than the number required by law;

c) The general meeting is requested by the shareholder or group of shareholder mentioned in Point a (x) Clause 3 Article 16 of this charter;

d) The general meeting is requested by the Control Board;

e) Other cases decided by the company in conformity with current law.

2. The deadline for convening an ad hoc General meeting of shareholders shall comply with law. if the Executive Board fails to convene the ad hoc General meeting of shareholders, the Control Board shall do it on behalf of the Executive Board. if the Control Board fails to convene the General meeting of shareholders, the President of the Control Board is responsible before the law and must pay compensation for the damage to the company, and the shareholder or group of shareholder mentioned in Point a (x) Clause 3 Article 16 of this charter is entitled to convene the General meeting of shareholders.

Article 24. Agenda and contents of the General meeting of shareholders

1. The annual the General meeting of shareholders shall consider approving:

a) The annual financial statement;

b) The report of the Board of Directors on business administration of the company;

c) The report of the Control Board on the administration of the Executive Board and the Board of Director;

d) The level of dividend payment of each type of shares;

e) The total wage paid to the Executive Board and the Control Board;

f) Other issues decided by the company in conformity with current law.

2. the person that convenes the General meeting of shareholders shall:

a) Make a list of shareholders entitled to attend the General meeting of shareholders at least ... days before the opening date of the General meeting of shareholders. Provide information and resolve complaints related to the list of shareholders;

b) Establish the agenda of the meetings and prepare the documents related to the meeting;

c) Determine the time and location of the meeting;

d) Send invitations to all shareholders entitled to attend the meeting. The notification of the General meeting of shareholders must specify the agenda and basic information about the issues being discussed and voted at the meeting.

3. the shareholder or group of shareholder mentioned in Point a (x) Clause 3 Article 16 of this charter is entitled to suggest issues to the agenda. The suggestions must be made in writing and sent to the company at least 03 working days before the opening date of the General meeting of shareholders. The person that convenes the General meeting of shareholders is entitled to reject such suggestions in the following cases:

a) The suggestion is sent behind schedule;

b) The shareholder or group of shareholder does not hold sufficient common shares according to Point a (x) Clause 3 Article 16 of this charter;

c) The suggestion is beyond the competence of the General meeting of shareholders.

Article 25. Conditions for convening a General meeting of shareholders

1. The General meeting of shareholders shall be held when it is attended by a number of shareholders represent at least 65% of the voting shares. The specific ratio is decided by the company).

2. If the conditions for holding the meeting are not satisfactory as prescribed in Clause 1 of this Article, the second meeting shall be convened within 30 days from the intended date of the first meeting. The second General meeting of shareholders shall be held when it is attended by a number of shareholders that represent at least 51% of the voting shares. The specific ratio is decided by the company).

3. If the conditions for holding the second meeting are not satisfactory as prescribed in Clause 2 of this Article, the third meeting shall be convened within 20 days from the intended date of the second meeting. in this case the General meeting of shareholders shall be held regardless of the number of shareholders that attend and the ratio of voting shares they represent.

4. Shareholders may attend the General meeting of shareholders in the following forms:

a) Directly attend the General meeting of shareholders;

b) Send votes by registered mail to the Executive Board at least 01 day before the opening date. In this case, the chief of the tally board may open such votes at the General meeting of shareholders;

c) Authorize another person to attend the General meeting of shareholders. If a shareholder being an organization has no authorized representative according to Clause 3 Article 96 of the Law on Enterprises and Article 22 of this charter, another person may be authorized to attend the General meeting of shareholders.

Article 26. Formalities of a General meeting of shareholders

1. Before the opening date, the company shall register the attendance of shareholders, ensure that all shareholders entitled to attend the meeting are registered. Registered shareholders shall be issued with voting cards corresponding to the issues that need voting during the meeting.

2. The agenda and contents of the meeting must be ratified by the General meeting of shareholders during the first session. The agenda must specify the time for each issue.

3. The General meeting of shareholders shall discuss and vote for each issue in the agenda. The voting shall be carried out by collecting assenting votes, then dissenting votes, the count the numbers of assenting votes, dissenting votes, and abstentions. Vote counting result shall be announced by the chairperson right before the conclusion of the meeting.

4. The shareholders or authorized persons procedure attend the meeting after the meeting is commenced may register and cast votes right after the registration. The chairperson is not obliged to pause the meeting for late attendants to register. in this case, the effect of the votes cast previously is not affected.

5. The chairperson, the secretary and the tally board of the General meeting of shareholders:

a) The President of the Executive Board is the chairperson of the meetings convened by the Executive Board. If the president is absent or temporarily incapable of working, the remaining members shall elect one of them the chairperson. If the no one is capable of holding the post of the chairperson, the Executive Board member that holds the highest position shall request the General meeting of shareholders to elect a chairperson among the participants. In other cases, the person that convenes the General meeting of shareholders shall request the General meeting of shareholders to elect a chairperson;

b) The chairperson shall appoint a person as the secretary to take the minutes of the General meeting of shareholders;

c) The General meeting of shareholders shall elect a tally board (that consists of 03 persons) at the request of the chairperson).

6. The chairperson and the secretary of the General meeting of shareholders are entitled to take necessary measures to preside over the meeting in a reasonable and orderly way according to ratified agenda, in order to reflect the wishes of participants.

7. The person that convenes the General meeting of shareholders are entitled to:

a) Request all participants to undergo security check or facilitate other security measures;

b) Request competent authorities to maintain the order of the meetings, banish the persons that fail to comply with the directions of the chairperson, deliberately disturb the order and obstruct the usual process of the meeting, or fail to satisfy the security requirements from the General meeting of shareholders.

8. The chairperson is entitled to postpone the General meeting of shareholders with an adequate number of participants to another time (no more than 03 days from the intended date) or to change the meeting location in the following cases:

a) The meeting location is not spacious enough for every participant;

b) The participants obstructs the meeting, disturb the order, or pose a threat to the fairness and legitimacy of the meeting;

c) If the General meeting of shareholders is postpone or paused against Point a and Point b of this Clause, the General meeting of shareholders shall elect one of the participant as the chairperson. The effect of votes cast at the meeting is not influenced by this event.

Article 27. Cumulative voting

1. Before and during the General meeting of shareholders, shareholders may get into groups to vote.

2. The number of candidates that a group may vote for depends on the number of candidates decided by the meeting and the holding of each group, in particular:

a) Every shareholder or group of shareholder that hold from ... % to under ... % of voting shares may nominate no more than 01 candidate for the Executive Board and ... candidates for the Control Board;

b) Every shareholder or group of shareholder that hold from ... % to under ... % of voting shares may nominate no more than 02 candidates for the Executive Board/the Control Board;

c) Every shareholder or group of shareholder that hold from ... % to under ... % of voting shares may nominate no more than 03 candidates for the Executive Board and ... candidates for the Control Board;

d) Every shareholder or group of shareholder that hold from ... % to under ... % of voting shares may nominate no more than 04 candidates for the Executive Board and ... candidates for the Control Board;

e) Every shareholder or group of shareholder that hold from ... % to under ... % of voting shares may nominate no more than 05 candidates for the Executive Board and ... candidates for the Control Board;

f) The shareholder or group of shareholder that hold from ... % of voting shares or more may nominate a full number of candidates for the Executive Board the Control Board;

3. If the number of candidates nominated by a shareholder or group of shareholder is smaller than the number they may nominate, the other candidates shall be nominated by the Executive Board or the Control Board or other shareholders.

4. The members of the Executive Board or the Control Board are elected based on the numbers of votes in descending order until the number of members is adequate according to this charter. In case more than 01 candidate obtain the same number of votes for the last member of the Executive Board or the Control Board, the General meeting of shareholders shall run another vote for the candidates that obtain the same number of votes, or select a candidate according to the criterion of the voting regulation or the company’s charter.

Article 28. Ratifying decisions of the General meeting of shareholders

1. The General meeting of shareholders shall ratify the decisions within their competence putting them to the vote at the meeting or collect written opinions.

2. A decision of the General meeting of shareholders shall be ratified at the General meeting of shareholders when it is approved by a number of shareholders that represent at least 65% of the voting shares held by the participants. The decisions on types of shares and quantity of transferable shares, amendments to the company’s charter; restructuring, dissolution of the company; sale of over 50% of total asset value written in accounting books must be approved by a number of shareholders that represent at least 75% of voting shares of the participants.

3. The vote for members of the Executive Board and the Control Board must be taken in the form cumulative voting, which means every shareholder has a number of votes corresponding to his holding multiplied by the number of members being voted for. A shareholder may cast all of his votes for one or some candidates.

4. The decisions ratified at the General meeting of shareholders participated by the shareholders and authorized persons that represent 10%% of voting shares are legitimate and effective even the procedure, agenda, and formalities of the meeting are not conformable.

5. If the meeting is attended by relevant persons without the right to vote, the resolutions of the General meeting of shareholders shall be ratified when it is approved by a number of shareholders that represent at least ... % of voting shares corresponding to Point a and Point b Clause 3 Article 104 of the Law on Enterprises.

6. The Executive Board may collect written opinions from shareholders any time to ratify the decisions of the General meeting of shareholders in the company’s interest. The contents of the opinion sheet, the procedure for sending, collecting, checking opinion sheets and making records must comply with Article 105 of the Law on Enterprises. Where written opinions are collected, a decision of the General meeting of shareholders shall be ratified if it is approved by a number of shareholders that represent at least 75% of voting shares (the specific ratio shall be decided by the company).

7. Decisions of the General meeting of shareholders must be notified to the shareholders entitled to attend the General meeting of shareholders within 15 days from the ratification date.

Article 29. Effect of decisions of the General meeting of shareholders

1. A decision of the General meeting of shareholders takes effect from the day on which the resolution is ratified or its effective date written in the resolution (or decided by the company).

2. If a shareholder, group of shareholder of member of the Executive Board files a lawsuit against a decision ratified by the General meeting of shareholders, it is still effective until otherwise decided by the court or the arbitrator.

Article 30. Minutes of the General meeting of shareholders

1. The minutes of the General meeting of shareholders must be taken in accordance with the Law on Enterprises. The minutes may be written in Vietnamese language and foreign languages with equal validity.

2. Minutes of the General meeting of shareholders must be finished and ratified before the meeting conclusion.

3. The chairperson and secretary of the meeting are jointly responsible for the accuracy and truthfulness of the minutes. The minutes of the General meeting of shareholders shall be sent to all shareholders within 15 days from the conclusion date of the meeting.

4. The minutes of the General meeting of shareholders, the list of participating shareholders and, the ratified resolution, relevant documents and the invitation to the meeting must be retained at the head office of the company.

II. Executive Board

Article 31. Entitlements of the Executive Board

1. The Executive Board is an administration unit of the company and entitled, in the name of the company, to exercise the rights and fulfill the obligations of the company that are beyond the competence of the General meeting of shareholders. The Executive Board shall ensure that the company’s operation is conformable with law, this charter, and internal regulation of the company, treat the shareholders equitably and respect the interests of the persons whose benefits are related to the company.

2. Tasks and entitlements of the Executive Board:

a) Decide mid-term strategies, development plans and annual business plans of the company;

b) Recommend types of shares and quantity of transferable shares of each type;

c) Decide the offering of new transferable shares; decide to raise additional capital in other forms;

d) Decide the sale prices of the company’s shares and bonds;

e) Decide to repurchase no more than 10% of the issued shares of each type every 12 months; decide the plan for offering and distributing treasury stocks in conformity with law;

f) Decide the investment plans and investments within their competence and limits imposed by the Law on Enterprises, the Law on Securities and the company’s charter;

g) Decide the solutions for market development, marketing and technologies; ratify sale, purchase, loan, and other contracts valued at more than 50% of total asset value written in the latest financial statement (or another ratio decided by the company), except for the contracts and transactions between the company and relevant persons;

h) Appoint, dismiss, sign contract with, and terminate contracts with the Director and important managers of the company; decide the salaries and benefits for such managers; appoint authorized representative to exercise the right to hold shares of capital contributions at other companies; decide the wages and other benefits for the authorized representative;

i) Supervise and instruct the Director and managers to administer everyday business;

j) Decide the organizational structure, regulations on internal management; decide the establishment of subsidiary companies, branches, transaction offices, representative offices, capital contributions to and purchase of shares of other companies within the limits imposed by law and the company’s charter;

k) Ratify the agenda and documents serving the General meeting of shareholders; convent the General meeting of shareholders or collect opinions for the General meeting of shareholders to ratify decisions;

l) Submit annual financial statements and reports on the operation of the Executive Board to the General meeting of shareholders;

m) Recommend the level of dividend payment, deadline and procedure for paying dividends or settling the loss incurred during the operation;

n) Recommend the restructuring, dissolution or bankruptcy of the company;

o) Establish a standard procedure for convening meetings and voting at meetings of the Executive Board for the General meeting of shareholders to ratify; procedure for nominating, self-nominating, voting, and dismissing members of the Executive Board; establish the procedure for selecting, designating, dismissing managers, and procedure for cooperation between the Executive Board, the Control Board and the Board of Directors; establish a mechanism for assessing the operation, commendation and disciplinary actions applicable to members of the Executive Board, the Board of Directors and other managers;

p) Establish departments or appoint persons in charge of internal audit and risk management;

q) Resolve conflicts within the company: prevent and resolve possible conflict between shareholders and the company. The Executive Board may appoint persons to establish necessary systems or departments specialized in resolving internal conflicts.

r) Recommendation: ratify the transactions beyond the business and financial plans put forward by the Director and the Board of Directors (if any);

s) Recommendation: the Executive Board is entitled to reject the decisions made by the Director and the Board of Directors, provided such rejection is well founded;

t) Recommendation: the Executive Board shall immediately notify shareholders of:

- The company’s or its executive officers’ being suspected of involving in illegal activities.

- The declining financial condition of the company and non-fulfillment of the conditions prescribed by law.

- The loss of ... % of owner’s equity incurred by the company.

- Suggestion of replacement of the President of the Executive Board or the chief of the Control Board..

- The occurrence of emergencies that negatively affect the company’s and its clients’ interests.

u) Other tasks and entitlements decided by the company in conformity with current law.

3. The Executive Board shall ratify decisions by putting them to the vote at the meeting or collecting written opinions (or another method decided by the company). Each member of the Executive Board has one vote.

4. The Executive Board may authorize the President of the Executive Board to perform part of its functions while the Executive Board is not holding the meeting. The authorization contents must be clear and specific. The decision on crucial issues related to the existence of the company must not be authorized to the President of the Executive Board.

5. While performing their functions and tasks, the Executive Board must comply with law, the company’s charter and decisions of the General meeting of shareholders. If a decision ratified by the Executive Board contravenes law or the company’s charter and causes damage to the company, the members that ratify such decision are jointly responsible for and shall pay compensation for the company; the members object to the decision are not responsible.

6. If the resolutions ratified by the Executive Board contravene law, administration principles and the company’s charter, shareholders or the Control Board are entitled to request the company to immediately revoke the resolutions and relevant decisions.

7. While performing their tasks, members of the Executive Board have the following rights and obligations:

a) Rights of members of Executive Board:

- The right to information:

+ Members of the Executive Board are entitled to request members of the Board of Directors and managers to provide information and documents about the financial condition and operation of the company and its units;

+ The managers that receive the request must provide sufficient, accurate information and documents at the request of the members of the Executive Board.

- The right to receive wages and other benefits: the company is entitled to pay wages and salaries to members of the Executive Board according to the business result and effect. Wages, salaries and other benefits of Executive Board members shall be paid as follows (or another method decided by the company):

+ Executive Board members shall receive wages and bonus. Wages are calculated according to the number of working days necessary for them to fulfill their duties, and the everyday wage. The Executive Board shall estimate the wage paid to each member on the principle of consent. The total wage for the Executive Board shall be decided by the General meeting of shareholders during the annual meeting;

+ Members of the Executive Board shall have the costs of meals, accommodation, travel, and other costs they incur while performing their tasks covered;

+ Wages of Executive Board members shall be included in the operating expense of the company in accordance with legislation on corporate income tax, separated in the annual financial statement, and reported to the General meeting of shareholders at the annual meeting.

- Other rights established by the company in conformity with current law.

b) Obligations of members of Executive Board:

- Perform the assigned tasks in accordance with the Law on Enterprises, the Law on Securities, relevant law, the company’s charter, and decisions of the General meeting of shareholders;

- Perform the assigned tasks honestly and carefully in the best interests of the company and its shareholders;

- Be loyal to the interests of the company and its shareholders; do not use information, secrets, business opportunities of the company, do not take advantage of their positions and the company’s assets for self-seeking purposes of to serve other organizations and individuals;

- Attend all meetings of the Executive Board and offer opinions about the issues discussed at the meetings;

- Responsively, sufficiently and accurately notify the company of the companies that the Executive Board members and their relevant persons own, hold shares or controlling contributions. Such notification shall be posted at the head office and branches of the company.

- Executive Board members shall not receive any raise or bonus when the company fails to settle due debts;

- Fulfill other obligations imposed by law and the company’s charter;

- Other obligations shall be established by the company in conformity with current law.

Article 32. Composition, term of office, and number of members of the Executive Board

1. The number Executive Board members is ... (the specific number shall be decided by the company in conformity with the Law on Enterprises and the company’s administration regulation). The minimum number of Executive Board members residing in Vietnam is ... persons. The structure of the Executive Board must ensure the balance among the members proficient in law, finance, and securities; ensure the balance between executive and non-executive members. 1/3 of whom must be non-executive members. Recommendation: the number of Executive Board members from ... (65 - 70) years of age shall not exceed 1/3 of the total number of Executive Board members.

2. The Executive Board shall serve a term of 05 years, and its member shall serve a term not longer than 05 years (the specific duration shall be decided by the company). Executive Board members may be re-elected without term limit. The additional member or a member that replaces a dismissed one shall serve the remaining term of the Executive Board.

3. The Executive Board is elected by the General meeting of shareholders by cumulative voting according to Article 27 of this charter. If the number of candidates for the Executive Board is not sufficient, the incumbent Executive Board, the Control Board and other shareholders may nominate more candidates for the Executive Board, or follow a method of nomination decided by the company. The method of nominating candidates for the Executive Board must be announced at and ratified by the General meeting of shareholders before they are nominated. Candidates for the Executive Board must satisfy the conditions mentioned in Article 33 of this charter.

4. Recommendation: information about the candidates for the Executive Board must be announced before the General meeting of shareholders is held, including: identity of each candidate, identities of nominating shareholders or groups of shareholders; age and qualifications of each candidate, experience and proficiency of each candidate; positions held by the candidates over the last 05 years; current positions; reports on contributions to the company as a Executive Board member if he is appointed; relationship between the candidate and the company, positions in the Executive Board or other influential positions held or nominated by the candidate at other companies; relationship of between the candidate and relevant persons in the company, relationship between the candidate and primary partners of the company; information about financial condition of candidates and other issues that might affect the tasks, independence of candidates as members of the Executive Board; and the refusal to provide information at the company’s request (if any).

5. If a new the Executive Board is not elected when the term expires, the old the Executive Board shall keep operating until the new one is elected and take over the work.

Article 33. Standards and requirements of members of the Executive Board

1. Capable of civil acts; not being banned from establishing and administering companies according to the Law on Enterprises.

2. Holding at least 5% of common shares or proficient in business administration, securities, finance, or banking.

3. For securities companies of which over 50% of charter capital is held by the state: Executive Board members must not related to the managers and the persons entitled to designate managers of the parent company.

4. Not the Director, member of the Executive Board, member of the Board of member of another securities company, not concurrently holding the position of Executive Board member of another company for more than 05 years (applicable to listed companies).

5. Not a member of the Executive Board or legal representative of a company that was bankrupt or banned from operation due to serious violations of law.

6. Recommendation: do not nominate employees of an independent audit organization that audit the company over the last ... years to the Executive Board.

7. Recommendation: Executive Board members must:

a) Be trusted by shareholders (according to the votes) and other members of the Executive Board, managers and employees;

b) Be able to balance the interests of relevant parties and make reasonable decisions;

c) Have experience and qualifications necessary for effectively administering the company;

d) Have experience of international trading, knowledge of local issues, the market, the products, and competitors;

e) Be able to work out solutions from his knowledge and experience.

8. At the beginning of the term, all members of the Executive Board must satisfy the conditions imposed by law, the charter, and internal regulations of the company. During the term, members must notify any change to the President of the Executive Board; The standards and conditions in this Article are also applicable to additional members and substitute members of the Executive Board.

9. Other requirements and standards decided by the company in conformity with current law.

Article 34. Meetings of the Executive Board and minutes of meetings

1. The Executive Board may hold periodic meetings and ad hoc meetings. The President of the Executive Board shall convene the meeting of the Executive Board any time necessary. At least 01 meeting shall be held every quarter.

2. If a new President is elected by the Executive Board during the new term, the first meeting for electing the president and making other decisions must be held within 07 working days from the day on which the Executive Board serving that term is elected. This meeting shall be convened by the member that obtains the highest number of votes. If more than 01 member obtains the highest number of votes, the members shall elect one of them to convene the Executive Board under the majority rule.

3. the President of the Executive Board shall convene the meeting of the Executive Board within 10 days in the following cases:

a) The meeting is requested by the Control Board;

b) The meeting is requested by the Director or at least 05 other managers;

c) The meeting is requested by at least 02 Executive Board members;

d) The request for the meeting must be made in writing, specifying the purposes, issues that need discussing and deciding within the competence of the Executive Board.

4. The President of the Executive Board is responsible for the damage to the company if the meeting is not convened on request, and the requester is entitled to convene the meeting of the Executive Board instead of the President of the Executive Board.

5. the President of the Executive Board or the person that convene the meeting of the Executive Board shall send invitations to meeting at least ... working days before the meeting date to members of the Executive Board, the Control Board, and the Director. The invitation to meeting must specify the meeting time, location, agenda, discussed issues, together with documents used at the meeting and votes. Invitations shall be sent in accordance with the Law on Enterprises.

6. Members of the Control Board and the Director that are not members of the Executive Board are entitled to attend meetings of the Executive Board and discuss at the meeting, but shall not vote.

7. The meeting of the Executive Board shall be held when it is attended by at least 3/4 of the members. If the number of members that participate in the meeting (hereinafter referred to as participants) is not sufficient, the second meeting shall be convened within 15 days from the intended date of the first meeting. In this case, the meeting shall be held when it is attended by over half of the Executive Board members.

8. The decision of the Executive Board shall be ratified when it is approved by over 1/2 of the participants. If the numbers of assenting and dissenting votes are equal, the vote of the President of the Executive Board shall prevail.

9. Minutes of the meeting of the Executive Board shall be taken and signed by all participants. If the resolution of the Executive Board is ratified but a member refuses to sign on the minutes, the signature certifying the attendance at the meeting is considered the signature on the minutes of meeting. The minutes of meeting must contain sufficient information according to the Law on Enterprises.

Article 35. Dismissal and addition of Executive Board members

1. The cases of dismissing Executive Board members:

a) The Executive Board member is no longer qualified according to Article 33 of this Article;

b) The Executive Board member fails to participate in the activities of the Executive Board for 06 consecutive months, except for force majeure events;

c) The member hands in a resignation;

d) There is proof that the Executive Board member is incapable of civil acts;

e) The dismissal is decided by the General meeting of shareholders;

f) Other cases decided by the company in conformity with current law.

2. Addition of Executive Board members: when a member loses his membership as prescribed by law and the company’s charter, is removed from duty, dismissed or for some reason cannot keep holding the position of an Executive Board member, The Executive Board may appoint another person to temporarily hold such position. The substitute member of the Executive Board shall be elected at the next the General meeting of shareholders. When the number of Executive Board members is reduced by 1/3 of the necessary number prescribed in the company’s charter, the Executive Board shall convene a General meeting of shareholders within 60 days to vote for additional Executive Board members.

Article 36. Independent, non-executive member of Executive Board members (compulsory for public securities companies)

1. A non-executive member of the Board of Directors is the member that does not hold any executive position in the company, which means he is not a member of the Board of Directors, the Chief accountant, or any other manager designated by the Executive Board.

2. An independent member of the Executive Board is the member that does not directly or indirectly own the company; not a manager, an employee or relevant partner of the company (specific regulations are provided in the Circulars on company administrations applicable to public companies).

3. Recommendation: the members and non-executive members shall serve the same term as other members, but they are not reappointed to serve the next term.

4. Recommendation: independent members have similar tasks and entitlements to those of other members of the Executive Board, and the following entitlements:

a) Suggest the Executive Board to hold ad hoc General meetings of shareholders, or suggest the Control Board to hold ad hoc General meetings of shareholders if such suggestion is rejected by the Executive Board;

b) Hire a advisory or audit organization to perform their tasks;

c) Offer independent opinions about the issues related to the plans for giving commendation and wages to Executive Board members and managers;

d) Offer independent opinions about major transactions and notify managing authority where necessary.

Article 37. The President of the Executive Board

1. The President of the Board of Directors shall be designated by the General meeting of shareholders or elected by the Executive Board among the Executive Board members.

2. The President of the Executive Board shall not concurrently hold the post of director, unless it is accepted by the General meeting of shareholders. The President of the Executive Board must be permitted by the General meeting of shareholders to hold the post of director at the annual meeting.

3. Tasks and entitlements of the President of the Executive Board:

a) Plan the operation of the Executive Board;

b) Prepare the agenda, contents and documents of meetings; convene and chair the meetings of the Executive Board;

c) Organize the ratification of decisions of the Executive Board;

d) Supervise the implementation of decisions of the Executive Board;

e) Chair the meetings of the General meeting of shareholders, sign the resolutions ratified by the General meeting of shareholders;

f) Direct and ensure the effective operation of the Executive Board;

g) Establish, follow, and review the procedures affecting the operation of the Executive Board;

h) Schedule the meetings of the Executive Board and the departments affiliated to the Executive Board;

i) Establish the agenda of the Executive Board meetings;

j) Keep in touch with the Director, maintain the communication between the Executive Board and the Board of Directors;

k) Ensure the sufficient and accurate exchange of information between Executive Board members and the President of the Executive Board;

l) Ensure the smooth communication with shareholders;

m) Periodically assess the operation of the Executive Board, its affiliated departments, and every Executive Board members;

n) Enable non-executive members and independent members of the Board of Directors to work effectively; establish a constructive relationship between executive members and non-executive members in the Executive Board;

o) Perform the other tasks at the request of the General meeting of shareholders and the Executive Board.

p) Other tasks and rights decided by the company in conformity with current law.

4. If the President of the Executive Board is absent, the Deputy President of the Executive Board (if any) or another member shall be authorized in writing to exercise the rights and perform the tasks of the President of the Executive Board in accordance with this charter. If no one is authorized or the President of the Executive Board is incapable of work or the post of President is vacant, other members shall elect one of them to temporary hold the post of President of the Executive Board under the majority rule.

Article 38. Internal audit and risk management department of the Executive Board

1. The internal audit department shall perform their function independently, honestly, objectively, and confidentially. Functions and tasks of the internal audit department:

a) Independently assess the conformity with law, the charter, decisions of the General meeting of shareholders and the Executive Board;

b) Assess the sufficiency and effectiveness of the internal control system affiliated to the Board of Directors in order to complete it;

c) Assess the conformity of the business with internal policies and procedures;

d) Give advice on internal policies and procedures;

e) Assess the conformity with law, control measures for ensuring safety of assets;

f) Assess the internal control by financial information and the business process;

g) Assess the procedure for identifying, assessing and managing risks to business;

h) Assess the effectiveness of activities;

i) Assess the conformity with contractual commitments;

j) Control the IT system;

k) Investigate internal violations;

l) Audit the company and its subsidiary companies;

m) Other functions decided by the company in conformity with current law.

2. Functions and principles of the risk management department:

a) Establish policies and strategies for risk management, criteria for risk assessment; overall level of risk to the company and to every department;

b) Independently assess the conformity with the policies and risk management procedures established;

c) Assess the sufficiency and effectiveness of the internal risk management system affiliated to the Board of Directors in order to complete it;

d) Other functions decided by the company in conformity with current law.

3. Personnel of the internal audit department:

a) Personnel of the internal audit department are the persons that have not incurred any fines for violations pertaining to securities, banking, or insurance over the last 05 years;

b) The chief of the internal audit department must be proficient in law, accounting, audit; has experience, reputation and power to effectively perform given tasks;

c) This person must not be related to the department managers, practitioners, the Director, Deputy Director, branch managers of the company;

d) Holding certificates of basic training in securities and the securities market, certificate of training in law on securities and the securities market, or practising certificates;

e) Not undertaking other jobs in the company.

III. The Board of Directors

Article 39. Composition, obligations and entitlements of the Board of Directors

1. The Board of Directors consists of: the Director, Deputy Directors, and ... (other managerial positions decided by the company).

2. Members of the Board of Directors are hired or designated by the Executive Board. The Director shall serve a term not longer than 05 years. The Director may be reappointed without term limit. Other members of the Board of Directors shall serve a term of ... years (decided by the company). The number of members of the Board of Directors cum members of the Executive Board must be smaller than 2/3 of the number of seats in the Executive Board (applicable to public companies).

3. The Board of Directors shall establish and maintain the risk management system, including the procedures, apparatus, and personnel in order to prevent the risks that might affect the interests of the company and its clients; establish and maintain an internal control system including a organizational structure and independent personnel, internal procedures and regulations applicable to every position, unit, department, and activity of the company in order to ensure the legitimate achievement of targets.

4. The Board of Directors shall formulate a Regulation for the Executive Board to ratify. The Regulation must specify:

a) Responsibilities and tasks of members of the Board of Directors;

b) The procedure for holding and attending meetings;

c) The responsibility of Board of Directors to submit reports to the Executive Board and the Control Board.

5. Tasks and entitlements of the Director

The Director is the person that operates the everyday business of the company, supervised by the Executive Board and responsible to the Executive Board for his tasks. Specific tasks and entitlements of the Director:

a) Decide the issues related to the everyday business of the company without the consent of the Executive Board;

b) Organize the implementation of decisions made by the Executive Board;

c) Organize the implementation of business plans and investment plans of the company;

d) Suggest plans for organizational structure, suggest or issue internal regulations of the company;

e) Designate and dismiss the managerial positions in the company, except for the positions subject to approval by the Executive Board;

f) Sign contracts in the name of the company, except for the contracts within the competence of the Executive Board;

g) Submit annual financial statements to the Executive Board;

h) Suggest plans for using profits or settle loss;

i) Recruit employees;

j) Other tasks and entitlements specified in the labor contract between the Director and the company under the decision of the Executive Board;

k) Recommendation: the Director shall not participate in any business activity apart from the activities related to the managerial role and administration of the subsidiary companies;

l) Other tasks and entitlements decided by the company in conformity with current law.

6. While performing their tasks, members of the Board of Directors have the following rights and obligations:

a) Obligations of members of the Board of Directors:

- Perform the assigned tasks in accordance with the Law on Enterprises, the Law on Securities, relevant law, the company’s charter, decisions of the General meeting of shareholders and the Executive Board;

- Perform the assigned tasks honestly and carefully in the best interests of the company and its shareholders;

- Be loyal to the interests of the company and its shareholders; do not use information, secrets, business opportunities of the company, do not take advantage of their positions and the company’s assets for self-seeking purposes of to serve other organizations and individuals;

- Responsively, sufficiently and accurately notify the company of the companies that members of the Board of Directors and their relevant persons own, hold shares or controlling contributions. this notification shall be posted at the head office and branches of the company;

- Members of the Board of Directors shall not be given any raise or bonus when the company fails to settle due debts;

- Other obligations imposed by law and the company’s charter.

b) Benefits of members of the Board of Directors:

- Members of the Board of Directors shall receive wages, salaries, and bonus based on the business result. Salaries of Members of the Board of Directors shall be decided by the Executive Board;

- Wages and salaries of members of the Board of Directors shall be included in the operating expense of the company in accordance with law, separated in the annual financial statement, and reported to the General meeting of shareholders at the annual meeting.

Article 40. Standards and requirements of the Director

1. Capable of civil acts; not being banned from establishing and administering companies according to the Law on Enterprises.

2. Holding at least 05% of common shares of the company, or proficient and experienced in business administration, experienced in finance, banking, and securities.

3. Not concurrently working for another company.

4. Satisfying the requirements for the Director of a securities company according to Regulation on organization and operation of securities companies and relevant regulations.

5. If the securities company is a subsidiary of a company, over 50% of charter capital of which is held by the state in the form of shares or capital contribution, the Director must not be a spouse, parent, adoptive parent, child, adopted child, sibling of the manager of the parent company or the representative of state capital of the company.

6. Other requirements and standards decided by the company in conformity with current law.

Article 41. Dismissal of the Director

The Director shall be dismissed in the following cases:

1. The standards and requirements for a Director prescribed in Article 40 of this charter are no longer satisfied.

2. The Director hands in a resignation.

3. The dismissal is decided by the Executive Board.

4. Other cases decided by the company in conformity with current law.

Article 42. Internal control and risk management department affiliated to the Board of Directors

1. The internal control department shall:

a) Supervise the implementation of law, the company’s charter, decisions of the General meeting of shareholders, the Executive Board, regulations, technical procedures, risk management procedures of the company, relevant departments, and securities practitioner in the company;

b) Supervise the implementation of internal regulations, the activities posing a risk of internal conflict of interest, especially the business activities of the company and personal transactions of its employees; supervise the discharge of responsibilities of officers, employees and partners.

c) Check the contents and inspect the implementation of the code of practice;

d) Supervise the calculation and adherence to the regulations on financial safety;

e) Separate clients’ assets;

f) Preserve clients’ assets;

g) Control the adherence to the laws on prevention of money laundering;

h) Other tasks given by the Director.

2. Personnel of the internal control department:

a) The chief of the internal control department must be proficient in law, accounting, audit; has experience, reputation and power to effectively perform given tasks;

b) Not related to the department managers, practitioners, the Director, Deputy Director, branch managers of the company;

c) Holding certificates of basic training in securities and the securities market, certificate of training in law on securities and the securities market, or practising certificates;

d) Not undertaking other jobs in the company.

e) Other requirements imposed by the company in conformity with current law.

3. Tasks of the risk management system:

a) Determine the policy and risk acceptability;

b) Identify the risks;

c) Measuring the risks;

d) Supervise, prevent, detect, and reduce the risk.

IV. Control Board

Article 43. Tasks and entitlements of the Control Board

1. Tasks of the Control Board:

a) The Control Board shall supervise the Executive Board, the Board of Directors administering the company; take responsibility before the law and the General meeting of shareholders for the fulfillment of their tasks;

b) Inspect the rationality, legitimacy, truthfulness, and carefulness of the business administration, accounting, statistics, and financial statements;

c) Verify annual and bilingual financial statements, income statements, reports on assessment of the administration of the Executive Board; submit reports on the verification to the General meeting of shareholders at the annual meeting;

d) Examine accounting books, other documents of the company, the administration of the company where necessary or at the request of the General meeting of shareholders, the shareholder or group of shareholders mentioned in Point a (iii) Clause 3 Article 16 of this charter;

e) The Control Board shall carry out the inspection within 07 working days from the receipt of the request for inspection of the shareholder or group of shareholders mentioned in Point a (iii) Clause 3 Article 16 of this charter. Within 15 days from the end of the inspection, the Control Board shall submit a report on the inspected issues to the Executive Board or the shareholder or group of shareholders that makes the request. The inspection carried out by the Control Board must not obstruct the normal operation of the Executive Board and must not interrupt the business of the company;

f) If the shareholder or group of shareholders mentioned in Point a (iii) Clause 3 Article 16 of this charter requests for a lawsuit, the Control Board shall makes a written notification of the receipt of the request, and file the lawsuit within 15 days from the receipt of the request.

g) Suggest the changes to the organizational structure and administration of the company to the Executive Board or the General meeting of shareholders;

h) When a member of the Executive Board or the Board of Directors is found committing violations against the law or the company’s charter, which infringe the rights and benefits of the company, shareholders or clients, or obligations of managers, the Control Board shall immediately notify the Executive Board in writing and request the violator to stop committing such violations, and concurrently take remedial measures. If the violations are serious or the violator fails to stop committing them by the deadline, the Control Board shall convene a General meeting of shareholders to work out a solution;

i) If serious violations of law are committed by members of the Executive Board or the Board of Directors, the Control Board shall send a written report to SSC within 07 working days from the day on which the violations are discovered;

j) The controller that fails to report the such violations is responsible for the issues related to his tasks

k) Other tasks specified in the Law on Enterprises and decided by the General meeting of shareholders;

l) Other tasks given by the company in conformity with current law.

2. Rights of the Control Board:

a) Employ independent advisors to perform given tasks;

b) Seek opinions from the Executive Board: the Control Board may seek opinions from the Executive Board before submitting the report, conclusion, and suggestions to the General meeting of shareholders;

c) The right to information:

- Invitation to meeting, opinion sheet sent to members of the Executive Board and enclosed documents must be sent to the Control Board at the same time and in the same manner;

- Reports of the Director submitted to the Executive Board and other documents issued by the company must be sent to the Control Board at the same time and in the same manner;

- Members of the Control Board are entitled to access the documents kept at the head office, branches and other locations; go to the workplaces of managers and employees of the company to perform their tasks;

- The Executive Board, the Director and other managers must provide sufficient and accurate information and documents about the administration of the company at the request of the Control Board.

d) Wages and other benefits:

- Members of the Control Board shall receive wages and other benefits under decisions of the General meeting of shareholders. The General meeting of shareholders shall decide the level of wage and annual budget of the Control Board based on the intended number of working days, work load, work characteristics, and the average daily wage of a member;

- Members of the Control Board shall have the reasonable costs of meals, accommodation, travel, and advisory services covered. The sum of wage and cost must not exceed the annual budget of the Control Board, which is approved by the General meeting of shareholders, unless otherwise decided by the General meeting of shareholders;

- Wages and operating cost of the Control Board members shall be included in the operating expense of the company in accordance with legislation on corporate income tax, separated in the annual financial statement.

3. While performing their tasks, members of the Control Board are obliged to:

a) Comply with law, the company’s charter, decisions of the General meeting of shareholders, the code of practice;

b) Exercise the rights and perform the given tasks honestly and carefully in the best interests of the company and its shareholders;

c) Be loyal to the interests of the company and its shareholders; do not use information, secrets, business opportunities of the company, do not take advantage of their positions and the company’s assets for self-seeking purposes of to serve other organizations and individuals;

d) Other obligations established by the company in conformity with current law.

4. If the Control Board violates neglects the duties mentioned in Clause 4 of this Article and causes damage to the company or other people, members of the Control Board are responsible for paying compensation for such damage. Other incomes and benefits earned by members of the Control Board by neglecting their duties are owned by the company.

5. If a member of the Control Board is found neglecting his duties, the Executive Board shall request the Control Board in writing to have such members stop committing the violations and take remedial measures.

Article 44. Number of members and term of Control Board

1. The Control Board has ... members (decided by the company).

2. The Control Board shall serve a term of ... years. Members of the Control Board may be re-elected without term limit.

3. More than half of the members must reside in Vietnam, and at least one member is an accountant or auditor. This member must not be an employee in the accounting or finance department of the company, not a member or employee of an independent audit organization that audit the company’s financial statements.

4. if the new Control Board is not elected when the term expires, the old Control Board shall keep operating until the new Control Board is elected and take over the job.

5. Members of the Control Board shall be elected by the General meeting of shareholders. Members of the Control Board shall be voted in the form of cumulative voting. The shareholder or group of shareholder mentioned in Point a (xi) Clause 4 Article 16 of this Article may nominate candidates for the Control Board in accordance with this charter.

Article 45. Operation and meetings of the Control Board

1. The Control Board must issue regulations on the operation, procedure and formalities for holding its meetings.

2. At least ... meeting(s) shall be held every year.

3. The meeting of the Control Board shall be held when it is attended by at least ... members.

Article 46. Standards and requirements of members of the Control Board

1. 21 years of age or over, capable of civil acts; not being banned from establishing and administering companies according to the Law on Enterprises.

2. Not holding any managerial position in the company. Not related to any member of the Executive Board, the Board of Directors, or any manager.

3. The chief of the Control Board must not be a member of the Control Board or a manager of another securities company.

4. Recommendation: proficient in securities and the securities market; proficient or experienced in accounting, audit, finance, or banking.

5. Other requirements and standards decided by the company in conformity with current law.

Article 47. Dismissal of members of the Control Board

1. A member of the Control Board shall be dismissed in the following cases:

a) The member is no longer qualified according to Article 46 of this Article;

b) The member fails exercise his rights and perform his tasks for 06 consecutive months, except for force majeure events;

c) The member hands in a resignation;

d) The dismissal is decided by the General meeting of shareholders;

e) Other cases decided by the company in conformity with current law.

2. If the Control Board neglects its duties and likely to cause damage to the company, the Executive Board shall convene a General meeting of shareholders to dismiss the current the Control Board and elect a new one.

Section 2. ADMINISTRATION OF LIMITED LIABILITY COMPANY (LLC)

Article 48. Administration apparatus

1. The Board of members.

2. The Board of Directors

3. The Control Board

I. The Board of members.

Article 49. Entitlements of the Board of members

1. The Board of members of a multimember LLC, which consists of all members, is the top-ranking unit of the company. Members being organizations shall appoint representatives to join the Board of members.

2. The owner of the single-member LLC shall appoint some representatives to serve a term not exceeding 05 years to exercise the rights and fulfill the obligations in accordance with law. The Board of members consists of all authorized representatives. The authorized members must meet the standards and requirements mentioned in Clause 2 Article 48 of the Law on Enterprises. The owner is entitled to replace representatives any time.

3. Rights and obligations of the Board of members

a) For multi-member LLCs:

- Decide the development strategy and annual business plan of the company;

- Decide the increase of decrease of charter capital, decide the time and method of rising capital;

- Decide the method of investment and the investments of over ... % of total asset value written in the latest financial statement (the specific ratio shall be decided by the company);

- Decide the solutions for market development, marketing, and technology transfers; ratify contracts to take loans, give loans, and sell assets valued at ≥ ... % of total asset value written in the latest financial statement;

- Elect and dismiss the President of the Board of members; decide the designation, dismissal, and termination of contracts with the Director, the Chief accountant, and other managers mentioned in this charter; decide the salaries, bonus, and other benefits for the President of the Board of members, the Director, the Chief accountant, and other managers mentioned in this charter;

- Ratify annual financial statements, the plans for using and distributing profit, or the plan for setting loss;

- Decide the organizational structure of the company;

- Decide the establishment of subsidiary companies, branches, representative offices, and transaction offices;

- Amend the company’s charter;

- Decide the restructuring of the company;

- Decide the dissolution or request bankruptcy;

- Establish a standard procedure for convening meetings and voting at meetings of the Board of members; procedure for selecting, designating and dismissing the President of the Board of members, the Director, managers; the procedure for cooperation between the Board of members and the Control Board and the Board of Directors; establish a mechanism for assessing the operation, commendation and disciplinary actions applicable to the President of the Board of members, the Board of Directors and other managers;

- Establish departments or appoint persons in charge of internal audit and risk management;

- Resolve conflicts within the company: prevent and resolve possible conflict between members and the company. The Board of members may appoint persons to establish necessary systems or departments specialized in resolving internal conflicts.

- Recommendation: ratify the transactions beyond the business and financial plans put forward by the Director and the Board of Directors (if any);

- Other tasks and entitlements specified in the Law on Enterprises, the Law on Securities, relevant law;

- Other tasks and entitlements decided by the company in conformity with current law.

b) Rights and obligations of the Board of members (of the single-member LLC):

- The Board of members shall exercise the rights and fulfill the obligations of the owner in the name of the owner, except for the cases subject to approval by the owner as prescribed by law and the company’s charter; exercise the rights of the company in the name of the company; take responsibility before the law and the owner for the fulfillment of given tasks and rights as prescribed by law;

- Establish a standard procedure for convening meetings and voting at meetings of the Board of members; establish a procedure for cooperation between the Board of members, the Control Board and the Board of Directors; establish a mechanism for assessing the operation, commendation and disciplinary actions applicable to the Board of Directors and other managers;

- Establish departments or appoint persons in charge of internal audit and risk management;

- Other rights, tasks, and obligations of the Board of members to the owner shall be decided by the owner in conformity with current law.

Article 50. Convening the Board of members

1. Time, location, and formality of the meeting:

a) Meetings of the Board of members shall be convened at the request of the President of the Board of members or the member, group of members mentioned in Point h and Point I Clause 2 Article 16 of this charter (applicable to multi-member LLCs). At least one meeting shall be held in a quarter;

b) Meetings of the Board of members shall be held at the head office (or another location decided by the company).

2. The power to convene the meeting of the Board of members:

a) The President of the Board of members shall convene the meeting of the Board of members in writing (or another method decided by the company). The invitation to meeting must contain sufficient information according to the Law on Enterprises;

b) If the meeting is requested by the member, group of members mentioned in Point h and Point I Clause 2 Article 16 of this charter, the President of the Board of members shall convene the meeting within 15 days from the receipt of the request;

c) If the President of the Board of members fails to convene the meeting by the deadline, such member or group of member may request for permission to convene the meeting themselves. In this case, they may request a competent authority to supervise the meeting of the Board of members if necessary, and file lawsuit against the President of the Board of members in their names of in the name of the company for neglecting his obligations and infringe the lawful rights and interests of members;

d) The President of the Member assembly that fails to convene the Board of members shall be personally responsible for the damage to the company and relevant members of the company.

3. Agenda and contents of the meeting:

a) The President of the Board of members shall prepare or organize the preparation of the agenda and documents for the meeting;

b) Members are entitled to submit written suggestions about the meeting agenda at least 01 working day before the meeting. The suggestions put forward right before the meeting shall be accepted if they are approved by the majority of the participants. Contents of the suggestions must comply with the Law on Enterprises.

Article 51. Authorized representatives (of the multi-member LLC)

1. Members being organizations shall appoint authorized representatives to join the Board of members. The authorized representatives must meet the standards and requirements specified in the Law on Enterprises. An authorized representative a number of votes corresponding to the capital contribution the represent.

2. The appointment or replacement of an authorized representative must be made in writing and notified to the company within 07 working days from the appointment date. The notice of authorization must contain the information mentioned in the Law on Enterprises, and takes effect from the day on which it is received by the company.

3. Authorized representatives shall exercise the rights and fulfill the obligations of members of the Board of members in their names in accordance with the Law on Enterprises.

4. Authorized representatives are entitled to attend all meetings of the Board of members, exercise the rights and fulfill the obligations of members of the Board of members honestly and carefully in the best interests of the members and the company.

Article 52. Conditions and formalities of meetings of the Board of members

1. The meeting of the Board of members shall be held when it is attended by a number of participants that represent at least ... % of charter capital.

2. If the conditions for holding the first meeting are not satisfied, the second meeting shall be convened within 15 days from the intended date of the first meeting. The second meeting shall be held when it is attended by a number of participants that represent at least ... % of charter capital.

3. If the conditions for holding the second meeting are not satisfied, the third meeting shall be convened within 10 days from the intended date of the second meeting. In this case, the meeting of the Board of members shall be held regardless of the number of participants and the amount of charter capital they represent.

4. Formalities of meetings of the Board of members shall be decided by the company.

5. The meeting of the Board of members of a single-member LLC shall be held when it is attended by at least 2/3 of the members.

Article 53. Ratifying decisions of The Board of members

1. The Board of members shall ratify decisions by putting them to the vote at the meeting or collecting written opinions (or another method decided by the company). The following issues must be put to the vote at the meeting of the Board of members (unless otherwise prescribed by the company):

a) Amendments to the company’s charter;

b) Orientation of the company;

c) Election and dismissal of the President of the Board of members; designation and dismissal of the Director;

d) Ratification of annual financial statements;

e) Restructuring or dissolution of the company;

f) Other issues decided by the company in conformity with current law.

2. Ratifying decisions of The Board of members

a) For multi-member LLCs:

- A decision of the Board of members shall be ratified at the meeting when it voted for by a number of participants that represent at least 65% of the total capital contributed by the participants. The decisions on selling assets valued at ≥ ... % of the total asset value written in the latest financial statement, amendments to the company’s charter, restructuring or dissolution of the company must be voted for by a number of members that represent at least ... % of the total capital contributed by the participants.

- Where a decision is ratifying by collecting written opinions, it shall be ratified when it is approved by a number of members that represent at least ... % of charter capital. The procedure for ratifying decisions of the Board of members by collecting written opinions shall comply with the Law on Enterprises.

b) Each member of the single-member LLC has a vote with equal validity (or the owner shall decide the number of votes of each member). The decision of the Executive Board shall be ratified when it is approved by over 1/2 of the participants. The decisions on amendments to the company’s charter, restructuring of the company, transfer part or all charter capital of the company must be approved by at least 3/4 of the participants.

3. The decision of the Board of members takes effect from the day on which it is ratified or its effective date written in the resolution, except for the cases subject to approval by the owner (of the single-member LLC).

Article 54. Minutes of meetings of the Board of members

1. Minutes of meetings of the Board of members shall be taken and kept at the head office.

2. All members and representatives that participate in the meeting shall sign on the minutes of the meeting. If the resolution of the Board of members has been ratified properly but a member or representative of the minority of member refuses to sign on the minutes of meeting, the signature certifying their attendance is considered the signature on the minutes of meeting.

3. The Minutes of the meeting must be finished and ratified before the meeting conclusion. The minutes of the meeting must contain sufficient information in accordance with law.

Article 55. The President of the Board of members

1. The President of the Member assembly of a multi-member LLC is elected by the Board of members among the members.

2. The owner of the single-member LLC shall appoint one person in the Board of members as the President of the Board of members. The President of the Board of members may concurrently hold the post of Director.

3. The President of the Board of members shall serve a term of ... years. The President of the Board of members may be re-elected without term limit.

4. Rights and tasks of the President of the Board of members:

a) Prepare or organize the preparation of the agenda and plans of the Board of members;

b) Prepare or organize the preparation of the agenda and documents for the meetings of the Board of examiners or collecting members’ opinions;

c) Convene and chair the meetings of the Board of members or organize the collection of members’ opinions;

d) Supervise the implementation of decisions of the Executive Board;

e) Sign the decisions of the Board of members on behalf of the Board of members;

f) Other rights and tasks prescribed by law;

g) Other tasks and entitlements decided by the company in conformity with current law.

5. If the President of the Board of members is absent, another member shall be authorized in writing to exercise the rights and perform the tasks of the President in accordance with this charter. If no member is authorized or the President of the Board of members is incapable of work, the other members shall elect one of them to temporarily exercise the rights and perform the tasks of the President under the majority rule.

6. Obligations of the President of the Board of members:

a) Comply with law, the company’s charter, decisions of the Board of members and the owner;

b) Exercise the rights and perform the given tasks honestly and carefully in the best interests of the company, members and the owner;

c) Be loyal to the interests of the company, members and the owner; do not use information, secrets, business opportunities of the company, do not take advantage of their positions and the company’s assets for self-seeking purposes of to serve other organizations and individuals;

d) Responsively, sufficiently and accurately notify the company of the companies that the President of the Board of members related persons own, hold shares or controlling contributions. This notification shall be posted at the head office and branches of the company;

e) The President of the Board of members shall not receive any raise or bonus when the company fails to settle due debts;

f) Other obligations imposed by law;

g) Other obligations shall be established by the company in conformity with current law.

Article 56. Internal audit and risk management department of the Board of members

Similar to Article 38 of this charter.

II. The Board of Directors

Article 57. Composition, obligations and entitlements of the Board of Directors

1. The Board of Directors consists of: the Director, Deputy Directors, and ... (other managerial positions decided by the company).

2. Members of the Board of Directors are hired or designated by the Board of members. The Director shall serve a term of ... years. The Director may be redesignated without term limit.

3. The Director is the person that operates the everyday business of the company, supervised by the Executive Board and responsible to the Executive Board for his tasks.

4. Rights and obligations of the Board of Directors and its members: similar to Clauses 3, 4, and 5 Article 39 of this charter.

Article 58. Standards and requirements of the Director

1. Capable of civil acts; not being banned from establishing and administering companies according to the Law on Enterprises.

2. Holding at least 10% of charter capital of the company (applicable to multi-member LLC), or proficient and experienced in business administration or the business line of the company.

3. Not concurrently working for another company.

4. For single-member LLCs: not related to the Board of members or the person entitled to appoint authorized representatives.

5. Satisfying the requirements for the Director of a securities company according to Regulation on organization and operation of securities companies and relevant regulations.

6. If the securities company is a subsidiary of a company, over 50% of charter capital of which is held by the state in the form of shares or capital contribution, the Director must not be a spouse, parent, adoptive parent, child, adopted child, sibling of the manager of the parent company or the representative of state capital of the company.

7. If the owner of the single-member LLC is a state agency or a company, over 50% of charter capital of which is held by the state, the Director must not be a spouse, parent, adoptive parent, child, adopted child, sibling of the head or deputy of the state agency or the representative of state capital at the company.

Article 59. Dismissal of the Director

The Director shall be dismissed in the following cases:

1. The standards and requirements for a Director prescribed in Article 58 of this charter are no longer satisfied.

2. The member hands in a resignation;

3. The dismissal is decided by the Board of members

4. Other cases decided by the company in conformity with current law.

Article 60. Internal control and risk management department affiliated to the Board of Directors

Similar to Article 42 of this charter.

III. Control Board

Article 61. Number of members and term of the Control Board

1. Members of the Control Board of the multi-member LLC shall be elected by the Board of members. the Board of members shall decide the method of election.

2. Members of the Control Board of the single member LLC shall be appointed by the owner.

3. Other regulations on the Control Board: similar to Article 44 of this charter.

Article 62. Tasks and entitlements of the Control Board

1. Tasks of the Control Board:

a) The Control Board shall supervise the Board of members (of the single-member LLC) , the President of the Board of members, the Board of Directors administering the company; take responsibility before the law and the owner/the Board of members for the fulfillment of their tasks;

b) Inspect the rationality, legitimacy, truthfulness, and carefulness of the business administration, accounting, statistics, and financial statements;

c) Verify annual and bilingual financial statements, income statements, reports on assessment of the administration of the Board of members/the President of the Board of members, and the Board of Directors. Submit the reports on assessment of annual financial statements, reports on assessment of the administration of the Board of members/the President of the Board of members, and the Board of Directors to the owner/the Board of members.

d) Suggest changes to the organizational structure and administration of the company to the owner/the Board of members;

e) Examine accounting books, other documents of the company, the administration of the company where necessary or at the request of the owner/the Board of members, the member or group of members mentioned in Point h and Point i Clause 2 Article 16 of this charter (applicable to multi-member LLCs). Report or explain the issues raised by the owner/the Board of members or the group of members within ... days from the end of the inspection. The inspection carried out by the Control Board must not obstruct the normal operation of the Board of members (of the single-member LLC) and must not interrupt the business of the company;

f) When a member of the Board of members, the President of the Board of members, or a member of the Board of Directors is found committing violations against the law, which infringe the rights and benefits of the company, members/owner or clients, or obligations of managers, the Control Board shall immediately notify the Board of members/owner in writing and request the violator to stop committing such violations and take remedial measures. If the violations are serious or the violator fails to stop committing them by the deadline, the Control Board shall convent or request the owner to convene a meeting of the Board of members to work out a solution;

g) If serious violations of law are committed by members of the Board of members, the President of the Board of members of the Board of Directors, the Control Board shall send a report to SSC;

h) The controller that fails to report the such violations is responsible for the issues related to his tasks

i) Other tasks given by the owner/the Board of members;

j) Other tasks given by the company in conformity with current law.

2. Rights of the Control Board:

a) Employ independent advisors to perform given tasks;

b) Consult the Board of members/the President of the Board of members and the Board of Directors before submitting the report, conclusion and suggestions to the owner/the Board of members;

c) The right to information:

- Invitation to meeting, opinion sheet sent to members of the Board of members and enclosed documents must be sent to the Control Board at the same time and in the same manner;

- Reports of the Director submitted to the Board of members and other documents issued by the company must be sent to the Control Board at the same time and in the same manner;

- Members of the Control Board are entitled to access the documents kept at the head office, branches and other locations; go to the workplaces of managers and employees of the company to perform their tasks;

- The President of the Board of members, the Director and other managers must provide sufficient and accurate information and documents about the administration of the company at the request of the Control Board.

d) Wages and other benefits:

- Members of the Control Board shall receive wages and other benefits under decisions of the owner/the Board of members. The owner/the Board of members shall decide the level of wage and annual budget of the Control Board based on the intended number of working days, work load, work characteristics, and the average daily wage of a member;

- Members of the Control Board shall have the reasonable costs of meals, accommodation, travel, and advisory services covered. The sum of wage and cost must not exceed the annual budget of the Control Board, which is approved by the owner/the Board of members, unless otherwise decided by the owner/the Board of members;

- Wages and operating cost of the Control Board members shall be included in the operating expense of the company in accordance with legislation on corporate income tax, and separated in the annual financial statement.

3. While performing their tasks, members of the Control Board are obliged to:

a) Comply with law, the company’s charter, decisions of the owner/the Board of members, and the code of practice;

b) Exercise the rights and perform the given tasks honestly and carefully in the best interests of the company and the owner/members;

c) Be loyal to the interests of the company and the owner/members; do not use information, secrets, business opportunities of the company, do not take advantage of their positions and the company’s assets for self-seeking purposes of to serve other organizations and individuals;

d) Other obligations imposed by law;

e) Other obligations shall be established by the company in conformity with current law.

4. If the Control Board violates neglect the obligations mentioned in Clause 3 of this Article and causes damage to the company or other people, members of the Control Board are responsible for paying compensation for such damage. Other incomes and benefits earned by members of the Control Board by neglecting their obligations are owned by the company.

5. If a member of the Control Board is found neglecting his duties, the Board of members/the owner shall notify the Control Board in writing and request remedial measures.

Article 63. Operation and meetings of the Control Board

Similar to Article 45 of this charter.

Article 64. Standards and requirements of members of the Control Board

Similar to Article 46 of this charter.

Article 65. Dismissal of members of the Control Board

1. A member of the Control Board shall be dismissed in the following cases:

a) The member no longer satisfy the requirements for a member of the Control Board according to this charter;

b) The member fails exercise his rights and perform his tasks for 06 consecutive months, except for force majeure events;

c) The member hands in a resignation;

d) The dismissal is decided by the Board of members/the owner;

e) Other cases decided by the company in conformity with current law.

2. If the Control Board neglects its obligations and likely to cause damage to the company, the President of the Board of members shall convene a meeting of the Board of members or request the owner (of the single-member LLC) to consider dismissing the current the Control Board and elect a new one.

Chapter IV

MAINTENANCE OF RELATIONSHIP WITH PARTNERS

Article 66. Possible disputes

1. The disputes between the following entities are considered disputes between the company and its partners:

a) Between shareholders/members and the company;

b) Shareholders/members and the Executive Board, the Control Board, the President of the Board of members, the Director or the manager in the company’s charter;

c) Clients or other partners of the company.

2. The disputes related to the company’s operation, rights of shareholders/members mentioned in the charter, or any right or obligation mentioned in the Law on Enterprises, other laws, or administrative regulations.

Article 67. Methods of dispute settlement

1. Negotiation and conciliation: all parties shall try to settle disputes through negotiation and conciliation. The President of the Executive Board/the President of the Board of members shall preside over the dispute settlement, unless the dispute is related to the Executive Board or the President of the Executive Board/the President of the Board of members. If the dispute is related to the Executive Board or the President of the Executive Board/the President of the Board of members, any party is entitled to appoint an independent export to act as an arbitrator during the process of dispute settlement.

2. If the dispute cannot be solved within 06 weeks from the beginning of the process of conciliation, or the decision made by the mediator is not concurred with by the parties, any party is entitled to take the dispute to economic arbitration or economic court.

3. Cost of negotiation, conciliation, and cost of litigation:

a) The parties shall incur the cost related to the process of negotiation or conciliation;

b) The court shall decide on the party that incurs the litigation cost.

Article 68. Transactions subject to approval

1. For joint-stock companies:

a) Contracts and transactions between the company and the following entities are subject to approval by the General meeting of shareholders or the Executive Board:

- Shareholders, authorized representatives of shareholders that hold 35% of common shares, and relevant persons.

- Members of the Executive Board, the Board of Directors;

- The persons related to the members of the Executive Board or members of the Board of Directors.

b) The Executive Board shall approve the contracts and transactions valued at below 60% total asset value of the company in the latest financial statement (or a smaller rate) In this case, legal representative shall send the draft contract or notification of the transaction to the members of the Executive Board, and post the draft contract at the head office and branches of the company. The Executive Board shall decide whether to approve the contract or transaction within 15 days from the day on which it is post. The members with relevant benefits may not vote;

c) The General meeting of shareholders shall approve other contracts and transactions, except for the cases mentioned in Point b Clause 1 of this Article. The Executive Board shall submit the draft contract or explanation for the transaction at the General meeting of shareholders, or collect written opinions from shareholders. In this case, relevant shareholders may not vote. A contract or transaction shall be approved when it is accepted by a number of shareholders that represent at least 65% of the remaining votes.

2. For multi-member LLCs:

a) Contracts and transactions between the company and the following entities are subject to approval by the Board of members:

- Members of the Board of members, authorized representatives of members, the Director, legal representative of the company, and relevant persons.

- The manager of the parent company, the person entitled to appoint the manager of the company, and relevant persons.

b) The legal representative of the company shall send the draft contract or notification of transaction to members of the Board of members, and post the draft contract at the head office and branches of the company. The Board of members shall decide whether to approve the contract or transaction within ... days from the day on which it is posted. In this case, the relevant members in the contract or transaction may not vote. The contract or transaction shall be approved if it is accepted by a number of members that represent at least 75% of the remaining voting contribution.

3. For single-member LLCs:

a) Contracts and transactions between the company and the following entities are subject to approval by the Board of members, the Board of Directors and the Control Board under the majority rule (each person has one vote):

- The owner of the company and relevant person;

- Members of the Board of members, the Board of Directors, the Control Board, and relevant persons.

- The manager, the owner, the person entitled to appoint the manager of the company, and relevant persons.

b) The legal representative of the company shall send the draft contract or notification of transaction to the Board of members, the Board of Directors, the Control Board, and post the draft contract or notification of transaction at the head office and branches of the company.

c) The contract or transaction mentioned in Point a Clause 3 of this Article shall be approved when the following conditions are satisfied:

- The parties to the contract or transaction are independent legal entities with separate rights, obligations, assets, and benefits;

- Prices in the contract or transaction are market prices when the contract is concluded or when the transaction is made;

- The owner of the company complies with the obligations mentioned in Clause 4 Article 65 of the Law on Enterprises.

Article 69. Voting for execution of contract with relevant parties

1. When voting for the execution of relevant transactions, the members of the Executive Board/the Board of members/the Board of Directors/the Control Board that is related to such transactions must not vote.

2. Contracts and transactions shall be annulled if they are concluded or executed without approval as prescribed in this charter and relevant law.

Article 70. Reporting and information disclosure

1. Obligation to disclose information:

a) The company shall adhere to the regulations on information provision, make periodic and irregular reports as prescribed by legislation on securities and the securities market, or at the request of competent authorities. The company is responsible for the accuracy, truthfulness of disclosed information, data, and reports;

b) Information shall be so disclosed that shareholders/members and investors may equitably access them at the same time. Language of the information must be clear and unequivocal in order to avoid causing confusion for shareholders/members and investors.

2. Obligation to disclose information:

a) The company shall disclose information about the operation of the company, including:

- Periodic information about annual financial statements enclosed with reports made by the audit organization;

- Irregular information within 24 information since the occurrence of the event;

- Information at the request of competent authorities.

b) The company shall disclose information about the administration of the company at the annual General meeting of shareholders/the Board of members, and in its annual report.

3. The company shall establish and issue regulations about information disclosure in accordance with the Law on Securities and its guiding documents. Appoint at least one person in charge of information provision, who satisfies the requirements below:

a) Proficient in accounting, finance; having certain IT skills;

b) Having their names and phone numbers disclosed for shareholders/members to contact;

c) Having enough time to discharge their duties, especially communicating with shareholders/members, collecting opinions from shareholders/members, responding to such opinions and resolving administrative issues.

4. Information must be disclosed by the company’s legal representative or the person authorized to disclose information. The company’s legal representative is responsible for the information disclosed by the authorized person.

Chapter V

FINANCIAL MANAGEMENT AND ACCOUNTING

Article 71. Fiscal year

1. The fiscal year begins on January 01 and ends on December 31 every year.

2. The fiscal year begins on January 01 and ends on December 31 every year. If the first fiscal year of the company is shorter than 04 months, the financial statement of that fiscal year shall be combined with the financial statement of the next fiscal year.

Article 72. Accounting system

1. The Company shall apply Vietnam Accounting System or an accounting system accepted by the Ministry of Finance; comply with accounting regulations applicable to securities companies promulgated by the Ministry of Finance and their guiding documents. The building work must facilitate state inspections of accounting and statistics.

2. The company shall make accounting books in Vietnamese language and sort them by operations. Accounting books must be accurate, up-to-date, systematic, and sufficient to prove and explain the company’s transactions.

Article 73. Audit

1. The annual financial statements, reports on adequacy ratio made on December 31, biannual financial statements and reports on adequacy ration made on June 30 must be audited by an independent audit organization.

2. The independent audit organization and its employees must be approved by SSC and accepted by the General meeting of shareholders at the request of the Executive Board. The organization that audits the first annual financial statement shall be appointed by the Executive Board.

3. At the end of the fiscal year, the company must prepare and send the annual financial statement to the independent audit organization. The independent audit organization shall examine, certify, and give opinions about the annual financial statement, make an audit report and submit it to the Executive Board within 02 months from the end of the fiscal year.

4. The auditors that audit the company are entitled to attend all the General meetings of shareholders, to receive information to which shareholders are entitled, to give opinions about the issues related to audit at the General meetings.

Article 74. Profit distribution principles

1. Conditions for distributing profit to members/shareholders: the company shall only distribute profit to members/common shareholders when the company makes profit, has fulfilled tax obligation and other financial obligation as prescribed by law, and able to repay due debts after distributing profit. Dividends for preferred shares shall comply with the conditions applicable to each type of preferred shares.

2. Approving profit distribution: the General meeting of shareholders/the Board of members shall decide the ratio, method of bonus and profit distribution as prescribed by law. The level of dividend payment must not exceed the level recommended by the Executive Board (of the joint-stock company).

3. The Executive Board may decide the payment of dividends in the middle of the period if such payment is suitable for the profitability of the company.

4. Deadline for registration of shareholders/members; date of dividend and bonus payment:

a) The Executive Board of the joint-stock company shall decide the deadline for registration of shareholders/members, the date of dividend and bonus payment in accordance with the plan made by the General meeting of shareholders.

b) The Board of members of the multi-member LLC shall decide the deadline registration, the date of dividend and bonus payment.

5. The owner of the single-member LLC shall decide the use of profit after tax obligation and other financial obligations are fulfilled as prescribed by law.

Article 75. Settlement of loss

Loss incurred in the previous year shall be settled in the next year if the company makes profit in that year.

Article 76. Building up compulsory funds

1. Every year, the company shall extract post-tax profit to build up the following funds:

a) Additional reserve fund of charter capital;

b) Financial reserve funds;

c) Welfare fund;

d) Other funds prescribed by law.

2. The level, management and use of the funds mentioned in Clause 1 of this Article shall comply with current laws.

Chapter VI

EXTENSION OF OPERATING PERIOD, RESTRUCTURING, DISSOLUTION, BANKRUPTCY

Article 77. Extension of operating period

1. The Executive Board/the President of the Board of members shall convene the General meeting of shareholders/the Board of members at least 07 months before the expiration of the operating period to vote for the extension of the company’s operation at the request of the Executive Board.

2. The operating period shall be extended if the extension is approved by at least 65% of the votes from voting shareholders/members that attend the meeting or their authorized person.

Article 78. Restructuring of the company

1. The company shall be consolidated, merged, or converted after SSC gives and approval.

2. The procedure for consolidation, merger, and conversion shall comply with the Law on Enterprises, the Law on Securities, and relevant law.

Article 79. Dissolution

1. The company shall be dissolved or shut down in the following cases:

a) The operation period written in this charter expires without being extended or the extension is not approved by competent authorities.

b) The General meeting of shareholders/the Board of members/the owner decides to dissolve the company ahead of schedule. The premature dissolution of the company is subject to the approval of SSC;

c) The number of shareholders (of the joint-stock company) is not sufficient for 06 consecutive months according to the Law on Enterprises;

d) SSC revokes the operating license or the dissolution is declared by the court.

2. The company may only be dissolved when other debts and financial obligations are settled. If the company is insolvent, it shall be dissolved in accordance with the Law on Bankruptcy and its guiding documents.

3. The Board of members/the Executive Board/the owner shall establish a Liquidation Board to dispose of the company’s assets when it is dissolved. All issues that arise during the process of dissolution shall be resolved by the Liquidation Board. The Liquidation Board is responsible to the Board of members/the Executive Board/the owner for their decisions.

Article 80. Bankruptcy

The process of bankruptcy shall comply with legislation on bankruptcy applicable the companies engaged in finance and banking.

Chapter VII

FORMALITIES FOR AMENDING THE CHARTER

Article 81. Amendments to the charter

1. The amendments to this charter are subject to the approval of the General meeting of shareholders/the Board of members/the owner.

2. If the regulations of law related to the company’s operation are not mentioned or new regulations of law are issued in contravention to the charter, such regulations shall apply to the company’s operation.

Chapter VIII

EFFECT

Article 82. Effective date

1. This charter consists of ... Chapters, ... Articles, ratified by the owner/the Board of members/the General meeting of shareholders of the company on ... .

2. This charter is made into ... copies with equal validity.

3. This is the only and official charter of the company.

4. The copies of this charter must bear the signature of the President of the Board of members/the President of the Executive Board or at least 1/2 of the members of the Board of members or the Executive Board.

5. This charter takes effect on ... .

6. Signatures of the owner/founders/founding shareholders or legal representative (when the charter is amended) (signature, full name, seal).


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Thuộc tính Văn bản pháp luật 210/2012/TT-BTC

Loại văn bảnThông tư
Số hiệu210/2012/TT-BTC
Cơ quan ban hành
Người ký
Ngày ban hành30/11/2012
Ngày hiệu lực15/01/2013
Ngày công báo...
Số công báo
Lĩnh vựcDoanh nghiệp, Chứng khoán
Tình trạng hiệu lựcCòn hiệu lực
Cập nhật7 năm trước
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      Circular No. 210/2012/TT-BTC guidance on the establishment and operation
      Loại văn bảnThông tư
      Số hiệu210/2012/TT-BTC
      Cơ quan ban hànhBộ Tài chính
      Người kýTrần Xuân Hà
      Ngày ban hành30/11/2012
      Ngày hiệu lực15/01/2013
      Ngày công báo...
      Số công báo
      Lĩnh vựcDoanh nghiệp, Chứng khoán
      Tình trạng hiệu lựcCòn hiệu lực
      Cập nhật7 năm trước

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          Văn bản gốc Circular No. 210/2012/TT-BTC guidance on the establishment and operation

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