Nghị định 58/2012/ND-CP

DECREE

STIPULATING IN DETAIL AND GUIDING THE IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE SECURITIES LAW AND THE LAW AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF SECURITIES LAW

Pursuant to the Law on Government organization dated December 25, 2001

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Securities Law dated June 29, 2006; Law amending and supplementing a number of articles of Securities Law dated November 24, 2010;

Considering the proposal of the Minister of Finance;

Government issues the Decree detailing and guiding the implementation of some articles of the Securities Law and the Law amending and supplementing a number of articles of the Securities Law;

Chapter 1.

GENERAL PROVISION

Article 1. Scope of adjustment

This Decree stipulates in detail the implementation of a number of articles of the Securities Law and the Law amending and supplementing some articles of the Securities Law on securities offer, listing, trading, business, securities investment, services on securities and securities market.

Where enterprises of conditioned business areas and sectors with regulations of specialized law, the specialized law shall apply. Where the provisions of this Decree are different from the provisions of the specialized law, the enterprise must comply with the provisions of the specialized laws.

Article 2 Explanation of terms

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

1. Treasury stock is stock issued by a Joint Stock Company and is redeemed by that issuing company.

2. Issuing stock for swap is additional issuance of stocks and use them to swap for stocks of other joint stock companies.

3. Investment management contract is a contract signed between a Securities Investment Company or an organization or individual being investor with the Fund Management Company to entrust the Fund Management Company in management and investment and investment of assets

4. Depository certificate is the securities issued outside Vietnam by the regulations of the home country on the securities basis issued by enterprises established and operating legally in Vietnam

5. Issued share is the share fully paid and by the investor and information on the owner is fully and accurately recorded into the shareholder registration book.

6. Net asset value of the fund is the total value of the fund's assets minus the total value of liabilities payable of the fund.

7. Target Company is a public company having stocks that are subjects of act of tender offer.

8. Targeted investment fund is the securities investment fund having depository certificate that is the subject of act of tender offer.

9. Issue guarantee is that the issue guarantee organization commits to the issuer to implement procedures before securities offering, receiving to buy a part or all of the securities of the issuer in order to re-sell or buy the remaining number of securities that have not been distributed of the issuer or assist the issuer in the distribution of securities to public. The issue guarantee is implemented in the following forms:

- Firm commitment is a form the issuer receives to buy all securities of the issuer in order to re-sell or buy the remaining number of securities that have not been distributed.

- Best effort is a form the organization of issue guarantee assists the issuer to implement the procedures before offering securities to the public and assists the issuer in the distribution of securities to the public;

- Other forms on the basis of contracts between the issuer and organization of guaranteed issue.

10. Representative of the bondholder is the member of the Securities Depository Center appointed by the issuer to be the representative of interests of bondholder.

11. Securities Investment Company is the securities investment fund organized in the form of joint stock company. The Securities Investment Company has two forms:

a) Independent Securities Investment Company is a Securities Investment Company with 99 shareholders maximally in which the investment capital contribution value of organization shareholder must be at least 03 billion dong and 01 billion dong of the individual;

b) Public Securities Investment Company is the Securities Investment Company performs the securities offer to the public.

12. Tender offer is that the organization or individual publicly carries out the purchase of a partial or the whole number of voting stocks of a public company, the fund certificates of a closed fund for the purpose of having a control in public company, closed fund is under the regulations of law to ensure the equality for the shareholders of the target company.

13. Maximum rate of foreign ownership is a rate of securities ownership a foreign individual or organization is entitled to hold maximally in an enterprise as prescribed of Vietnam’s law.

14. Authorized credit organization is a credit organization authorized to make revenue and expenditure in foreign currencies related to the issue of securities in accordance with regulations of the law on foreign exchange management.

15. Date of Initial Public Offering:

a) Date of Initial Public Offering of securities is the day the issuer announces the offering and publicizes the offer prospectus on the mass media;

b) Date of Initial Public Offering of individual securities is the date the issuer defines in the dossier of separate offer and is approved by competent authority.

16. Completion date of stock offering:

a) The completion date of stock offering to the public is the end date of the collection of money for securities purchase offered from investors;

b) Completion date of Initial Public Offering of individual securities is the end date of the collection of money for securities purchase offered from investors unless otherwise provided from the issuer.

17. Home country means a country or territory where the issuer of Vietnam registers the offer and lists its securities.

18. Custodian bank is commercial bank meeting the conditions as prescribed in clause 1, Article 98 of the Securities Law.

19. Tender offer agent is the securities company appointed by organization and individual performing the tender offer to be representative for the performance of procedures of tender offer on the basis of contracting between organization and individual performing the tender offer and appointed Securities Company.

Chapter 2.

SECURITIES OFFER

SECTION 1. INDIVIDUAL STOCK OFFERING

Article 3. Subjects of individual stock offering

1. Joint Stock Company that is established and operating under the Enterprise Law and other relevant legal documents.

2. Limited Liability Company offers individual stock to be converted into Joint Stock Company.

Article 4. Conditions for individual stock offering

1. Conditions for individual stock offering of non-public Joint Stock Company:

a) Having decision of the General Meeting of Shareholders through the plan of individual stock offering and plan of the use of money obtained from the offer

b) Meeting other conditions prescribed by regulations of the specialized law in case the issuer is the enterprise in the conditioned business areas and sectors;

2. Conditions for individual stock offering for conversion from Limited Liability Company into Joint Stock Company:

a) There is the owner’s decision or the Board of members has adopted the plan of individual stock offering for conversion;

b) Meeting other conditions as prescribed by the specialized law in case the issuer is the enterprise in the conditioned business areas and sectors;

3. Conditions for individual stock offering of public company:

a) Having a decision of the General Meeting of Shareholders through the plan of offer and use of money obtained from the offer, identifying the subjects and the number of investors;

b) Other conditions as prescribed in clause 6, Article 1 of the Law amending and supplementing a number of the Securities Law;

c) Meeting other conditions as prescribed by the specialized law in case the issuer is the enterprise in the conditioned business areas and sectors;

Article 5. Dossier of individual stock offering

1. Dossier of individual stock offering of non-public Joint Stock Company includes:

a) Certificate of registration of individual stock offering under the Form No. 01 in the Annex issued together with this Decree;

b) Decision of the General Meeting of Shareholders approving the plan of offer and use of money obtained from the offer;

c) Decision of the Board of Directors approving the criteria and selection list of subjects to be offered in case of being authorized by the General Meeting of Shareholders;

d) Documents providing information on the offer to the investor (if any);

dd) Documents proving the response to the rate of participation of foreign investor and compliance with regulations on investment form in case of offering to foreign investor.

2. Dossier of individual stock offering of public Company includes:

a) Documents prescribed in clause 1 of this Article;

b) Written approval of the competent authority for enterprises in the conditioned business areas and sectors;

c) Dossier and procedures for registration of individual stock offering for conversion from Limited Liability Company into the Joint Stock Company shall comply with the regulations of the law on conversion of enterprise.

Article 6. Procedures for registration of individual stock offering

1. The issuer shall send the registration dossier of individual stock offering to the competent authority prescribed in Article 8 of this Decree.

2. In case the dossier is incomplete and invalid, within 10 days from the date of receiving the registration dossier of individual stock offering, the competent authority must have opinions in writing requiring the issuer to supplement and amend the dossier. The time to receive complete and valid dossier is from the point of time the issuer completes the amendment and supplementation of the dossier.

3. Within 15 days from the date of receiving the complete and valid registration dossier, the competent authority shall notify the registering organization and publish on its website on the individual stock offering of the registering organization.

4. Within 10 days from the date of completion of the offer, the registering organization shall send report on the offering result under Form No. 02 in the Annex issued together with this Decree to the competent authority.

Article 7. Obligations of issuer of individual stock

1. The issuer and relevant organizations and individuals are not permitted to advertise the offer on mass media. The publication of information shall not contain advertising content or solicitation to buy stock offered individually;

2. Amending, supplementing and explaining the dossier as required by the competent authority.

3. Organizing the offer under the registered plan.

4. Within 10 days from the date of having the Decision of the Board of Directors by the authorization of the General Meeting of Shareholders concerning the change on the use of money amount obtained from the individual stock offering, the issuer must make report to the competent authority under the Form No. 03 In the Annex issued together with this Decree. The change of plan on the use of money amount obtained from the individual stock offering must be reported to the last General Meeting of Shareholders. In case the issuer of individual stock is a public company, simultaneously publish the report on offering result, decision on changing the plan of capital use on the website of the issuer and carry out the obligations of information publication completely as prescribed by the law on securities and securities market for public company.

Article 8. Competent authority’s management of individual stock offering

1. The competent authority shall manage the individual stock offering (hereafter referred to as competent authority) including:

a) The Ministry of Finance for the insurance enterprise that is not public company;

b) State Bank of Vietnam for the credit institution that is not public company;

c) The State Securities Commission for the issuer that is the securities company, Fund Management Company and public company.

d) Department of Planning and Investment, Management Board of industrial park, export processing zone, hi-tech park, economic zone in case the issuer is a non-public Joint Stock Company not subject to the provisions of Point a , b and c of this Clause.

2. Responsibilities of the competent authority:

a) Receiving and handling the registration dossier of individual stock offering as prescribed by this Decree and relevant law.

b) Supervising the activities of individual stock offering and handling under the competence acts of violation of regulations on individual stock offering in this Decree.

Section 2. OFFERING OF SECURITIES TO PUBLIC

Article 9. General provisions on the offering of securities to the public

1. The organizations and individuals must not offer securities to the public in the following cases:

a) The enterprises ineligible to offer securities to the public as prescribed in Article 12 of the Securities Law and clause 7 of Article 1 of the Law amending and supplementing a number of articles of the Securities Law;

b) The offering securities to the public in order to establish enterprise, except for cases prescribed in Article 12, 13 and 14 of this Decree.

2. The registration of offering of securities to the public must be made by the issuer, except for the following cases:

a) The State owner (including State groups and corporations) makes the sale of the capital held by the state to the public;

b) The major shareholder offers equity in the public companies to the public.

3. The proceeds from the offering must be transferred into escrow account prescribed in clause 3, Article 21 of the Securities Law. Where the issuer is a commercial bank, another commercial bank shall be selected a commercial bank to blockade the proceeds from the offering.

4. Within 10 days from the end of the offering, the issuer must make competent authority report to the State Securities Commission on the offering result enclosed with the certification of the commercial bank where the escrow account is opened on the proceeds from the offering. After sending the report to the State Securities Commission, the issuer shall be released of the proceeds from the offering.

5. Report on capital use

a) Where the Board of Directors has decided to change the intended use of capital by the authorization of the General Meeting of Shareholders, within 10 days from the date of the decision to change the intended use of capital, the issuer must make report to the State Securities Commission under the Form No. 04 in the Annex  issued together with this Decree and publish information on the reasons for the change and the decision of the Board of Directors on the change or approval of the competent authority  that grants the investment certificate for foreign issuer. The change of the intended use of the capital must be reported to last General Meeting of Shareholders

b) In the case of capital mobilization for the implementation of investment projects, every 06 months periodically from the date of completion of the offering until the completion of the project, the issuer must report to the State Securities Committee under the Form No.05 in the Annex issued together with this Decree and publish information on the progress of capital use obtained from the offering.

Article 10. Form of offering of securities to the public

1.  Initial Public Offering of securities includes:

a) Initial Public Offering of stock is to mobilize capital for the issuer;

b) Initial Public Offering of fund certificate is to establish the securities investment fund;

c) Initial Public Offering of stock is to become the public company through the change of ownership structure without increasing the charter capital of the issuer;

d) Initial Public Offering of stock is to establish enterprise in the area of infrastructure, high technology, or establish joint-stock credit institution;

dd) Offering contract of capital contribution to the public

2. Offering additional securities to the public includes:

a) The public company offers additional securities to the public or issues the rights to purchase shares to the existing shareholders to increase its charter capital;

b) The Fund Management Company offers additional fund certificate to the public to increase the charter capital of the investment Fund.

3. The major shareholder makes sales of equity in the public companies to the public; the public company makes sales of bonds and other types of securities to the public.

Article 11. Condition for offering of securities to the public

The issuer performing the offering of securities to the public must satisfy conditions regulated in Article 12 of the Securities Law and clause 7, Article 1 of the Law amending and supplementing a number of Articles of the Securities Law. For particular cases, the specific conditions are regulated in Articles from the Article 12 to Article 21 and 23 of this Decree.

Article 12. Conditions for offering of securities to the public of newly-established in infrastructure area

1. Being enterprise as investor to build infrastructure facilities and works under the social economic development plan of Ministries, sectors and central-run provinces and cities.

2. There is investment project approved by the competent authorities.

3. Having committed to take joint responsibilities of the Board of Directors or founding shareholders for the issue plan and plan of using capital obtained from the offering.

4. Having committed to guarantee the issue under the form of reliable commitment with the securities company permitted to operate the activity of underwriting guarantee.

5. Having bank monitoring the use of funds obtained from the offering.

6. Having commitment of the Board of Directors or the founding shareholders on introducing company’s stock to be traded in the concentrated securities market within one year from the date the enterprise officially comes into operation.

Article 13. Conditions for offering of securities to establish new enterprise in high-tech area

1. Being an enterprise in high-tech area encouraged to invest as prescribed by the law.

2. Meeting conditions prescribed in Clause 2, 3, 4, 5 and 6, Article 12 of this Decree.

Article 14. Conditions for offering of securities to establish joint stock credit institution

1. Approved by State Bank of Vietnam in principle of the licensing of establishment and operation.

2. There is commitment to take responsibilities of the founding shareholders for the issue plan and plan of using capital obtained from the offering;

3. There is commitment of the founding shareholders on introducing credit institution’s stock to be traded in the concentrated securities market within one year from the date of operating inauguration.

4. Other conditions as prescribed by the State Bank of Vietnam.

Article 15. Conditions for offering of convertible bond and warrant bond.

1. Issuer is an enterprise operating in the form of Joint Stock Company.

2. There is plan of offering and plan of using capital obtained from the offering approved by the General Meeting of Shareholders.

3. Meeting the conditions prescribed at Point a, b and d, Clause 2 of Article 12 of the Securities Law and clause 7, Article 1 of the Law amending and supplementing some articles of the Securities Law.

Article 16. Conditions for offering guaranteed bond

1. Meeting the conditions specified in Clause 2, Article 12 of the Securities Law and Clause 7, Article 1 of the Law amending and supplementing some articles of the Securities Law.

2. There is payment guarantee together with documents proving the financial capacity of the sponsoring organization in case of guaranteed payment or having assets for payment of bonds in case of secured by property. The value of assets used for security is at least equal to the total value of bond registered for offering. The assessment of asset value shall be done by the competent assessment agency and organization and be valid no more than 12 months from the date of assessment. The assets used as security must be registered and processed in accordance with regulations of the law on registration of security transactions. These regulations shall not apply to cases where the payment guarantee organization as the Government or Ministry of Finance, on behalf of the Government sponsoring payment under the competence.

3. The issuer must appoint the representative of the bondholders to monitor the implementation of the commitments of the issuer. The following subjects are not entitled to represent the bondholders:

a) The sponsoring organization of debt payment of the issuer;

b) The major shareholders of the issuer;

c) The organization with major shareholder as the issuer;

d) The organization that shares major shareholder with the issuer;

đ) The organization that share the operator with the issuer or under the control of the issuer

Article 17. Conditions for offering of securities to the public for a lot of offer.

1. The issuer making the ​​offer of stock and bond to the public for several waves must satisfy the following conditions:

a) The conditions specified in Clause 1 and 2 of Article 12 of the Securities Law and clause 7, Article 1 of the Law amending and supplementing some articles of the Securities Law;

b) There is a need to mobilize capital by many times consistent with the investment project or plan of production and business approved by the competent authority.

c) There is a plan of offering in which clearly specifying the number and estimated time of the offering of each time.

2. The credit institution that meets the conditions specified at Point a and c, Clause 1 of this Article is entitled to register the offering of non-convertible bond to the public for many times within 12 months.

Article 18. Conditions for offering of securities to the public of the Joint Stock Company constituted after the consolidation and merger

1. Meeting the conditions specified at Point a and c, Clause 1, Article 12 of the Securities Law for the offer of stocks or the conditions at Point a and c, Clause 2, Article 12 of the Securities Law for the bond offering.

2. Having been in operation for 01 year or more from the date of consolidation and merger and having business operation result with interests to the point of time of offering registration.

3. Having no overdue debts over 01 year in the case of bond offering to the public.

4. Having commitment of the General Meeting of Shareholder (for stock and convertible bonds) or the Board of Directors ( for bond) to introduce securities to be traded in concentrated market within 01 year from the date of completion of the offering.

Article 19. Condition for securities offering to the public in Vietnam of foreign organization

1. Having operated the production and business under international accounting standards in the year preceding the year of registration of the offer.

2. Having investment project in Vietnam approved by competent authority and the plan of issue and use of capital obtained from the offering of securities to the public in order to invest in projects in Vietnam.

3. The total amount of capital obtained from the offering in Vietnam does not exceed 30% of the total invested capital of the project

4. Having underwriting commitment in the form firm commitment with at least one securities company permitted to operate the underwriting of securities in Vietnam.

5. Having bank monitoring the use of capital obtained from the offering of securities

6. The foreign issuer must undertake not to transfer the capital raised abroad; not withdraw reciprocal equity within the time limit of the licensed project; fulfill the obligations of the issuer in accordance with law of Vietnam in conformity with Vietnam’s law; comply with regulations of law on foreign exchange management for the issue of securities in Vietnam.

7. Having commitment of the General Meeting of Shareholders in case of offer of stock and convertible bond, the commitment of the Board of Directors or Board of members in case of the bond offering concerning the introduction of securities to be traded in the concentrated market within 01 year from the completion of the offering.

Article 20. Condition for offering of bond in Vietnam dong of international financial institution.

1. The issuer must be the international financial institution in which Vietnam is a member.

2. Bond offered for sale as bond with a term of not less than 10 years.

3. Having plan to use all the money raised from the offering of bond to the public bonds for projects in Vietnam approved by the competent authority as prescribed by law.

4. The total amount raised from the offering in Vietnam does not exceed 30% of the total invested capital of the project. Where there is a need to mobilize more than 30% of the total invested capital of the project, the Prime Minister shall make a decision on the basis of the proposal of the Ministry of Finance and State Bank of Vietnam.

5. Having commitment to perform the obligations of the issuers for the investors on the condition for issue, payment and guarantee of the legal right and interest of the investor and other conditions.

6. Having commitment to perform the publication of information in accordance with the laws of Vietnam.

7. Having commitment to introduce bond to be traded in concentrated market within a time limit of 01 year from the end date of the offering.

Article 21. Condition for offering of securities to the public of the major shareholder in the public company.

1. Stock to be offered for sale as the stock of enterprises to meet the conditions specified at Point a and competent authority, clause 1, Article 12 of the Securities Law;

2. Consulted by the securities company in preparation of dossier of stock offering.

Article 22. Offering of securities of State enterprise transformed into Joint Stock Company in combination of offering securities to the public

The offering of securities of State enterprise transformed into Joint Stock Company in combination of offering securities to the public shall comply with the provisions of law on the transformation of state enterprise into joint stock company.

Article 23. Condition for additional issue of stock for swap

The Joint Stock Company issues stocks for swap of stock, the capital contribution portion in other companies must meet the following conditions:

1. Where stock swap is done for one or a number of specified shareholders of other public companies to increase the percentage ownership of the issuer in other public companies:

a) Having plan of issue and swap passed by the General Meeting of Shareholders;

b) Having written approval in the principle of the objects swapped.

c) Approved by the General Meeting of Shareholders of the public company having stock swapped in case the ownership percentage of issuer in public company whose stock is swapped in excess of rate of tender offer under Article 32 of the Securities Law;

d) Ensuring the compliance with the regulation on capital contribution, form of investment in case the stockholder in public company whose stock is swapped is the foreign investor.

2. Swapping a part or all stocks to the number of unidentified shareholders all of the shareholders in other public companies in order to increase the ownership percentage of the issuer in the public company:

a) Meeting the conditions specified at Point a and d, Clause 1 of this Article;

b) Ensuring the compliance with the conditions and fully implementing the provisions relating to the order and procedures for the tender offer.

3. Swapping all the outstanding stocks in other public companies under the consolidation and merger contract between the issuer and other public companies:

a) There is plan of consolidation and merger, plan of stock swapping and plan of business operation after the consolidation or merger passed by the General Meeting of Shareholders by the General Meeting of shareholders of companies involved in consolidation and merger;

b) There is consolidation and merger contract signed between the parties involved in consolidation and merger under the provisions of the Enterprise Law;

c) The draft of corporate charter after the consolidation and merger passed by the Board of Director of the parties involved in consolidation and merger;

d) The approval opinion in writing of the competition administration agency about the consolidation and merger or commitment to comply with the provisions of the Competition Law of the Board of Director of the parties involved in consolidation and merger;

dd) Ensuring the compliance with the regulations on the rate of capital contribution, form of investment in case the stockholder in public company whose stock is swapped is the foreign investor.

4. The public company issues new stock for stock swap, the capital contribution of non-public company:

a) Meeting the condition specified at Point a paragraph 1 of this Article;

b) Ensuring the compliance with the regulations on capital contribution, form of investment in case the stockholder in non-public company whose stock and part of capital contribution are swapped is foreign investor.

Article 24. Condition for stock issue to pay dividends

1. There is a decision of the General Meeting of Shareholders approving the stock issuing plan for dividend payment.

2. Having sufficient resources to perform from the undistributed profits of the parent company certified by the auditor. Where the public company is the parent company issuing stocks to pay dividends, the undistributed profits based on the undistributed profits belong to the use right of the shareholders of parent company in the consolidated financial statement.

Article 25. Conditions for stock issue to increase equity capital from the owner's equity

1. There is a decision of the General Meeting of Shareholders approving the stock issuing plan to increase equity capital from the owner's equity.

2. There is sufficient capital for performance from the resources: the equity capital surplus; investment and development fund; undistributed profits; other funds (if any) are used to supplement the charter capital in accordance with regulations of the law.

Where a public company is the parent company issuing stock to raise equity capital from owner’ equity, the source used to increase the equity capital is the capital source under the ownership and use of parent company. The Ministry of Finance shall guide in detail the issue of stock to raise equity capital from owner’ equity.

Article 26. Securities of foreign organizations awarded to Vietnamese employees working in foreign organizations in Vietnam

The securities issued abroad are awarded to Vietnamese employees must comply with the following conditions:

1. The implementation of the rights attached to securities to be awarded must ensure the compliance with regulations on foreign exchange control of Vietnam.

2. The securities awarded to Vietnamese employees shall not be traded in Vietnamese securities market.

SECTION 3. OFFERING OF SECURITIES OVERSEAS OF VIETNAMESE ENTERPRISE

Article 27. Offering of securities overseas

The offering of securities of Vietnamese enterprise overseas is implemented under the regulations of relevant law.

Article 28. Conditions for offering of securities overseas of the joint stock company

1. Not in the list of business line in which Vietnam’s law prohibits the involvement of foreign party and must ensure the participation rate of foreign party in accordance with regulations of law.

2. Having a decision of the General Meeting of Shareholders approving the stock offering overseas and plan of using capital obtained.

3. Complying with the regulations of law on foreign exchange management.

4. Meeting the regulations of law of the home country.

5. Being approved by the competent authority: State Bank of Vietnam for credit institution; the Ministry of Finance for insurer; the State Securities Commission for securities company, Fund Management Company and securities investment company.

Article 29. Conditions for stock issue as a basis for offering of depository certificate overseas

1. Organization issuing new securities as the basis for the issue of depository certificate overseas must meet the following conditions:

a) Meeting the conditions of securities offering to the public under the provisions of the Securities Law;

b) Not in the list of business line in which the law prohibits the foreign party’s involvement.

c) Having a decision of the General Meeting of Shareholders or the Board of Directors under the provisions of the Enterprise Law through the mobilization of capital in the form of securities issue as a basis for the offering of depository certificate overseas and the plan of using capital obtained from issue;

d) The total number of issued stocks as a basis for the offering of depository certificate and the number of stocks owned by individual and foreign organization in Vietnam must ensure the foreign ownership ratio as prescribed;

dd) Having a scheme for issuing depository certificate overseas on the basis of new stock issued and this scheme shall meet the offering condition under the regulation of the home country.

2. Organizing the assistance of the issue of depository certificate overseas on the basis of stock issued in Vietnam must meet the conditions prescribed at Points b, c, d and e, Clause 1 of this Article.

3. Organizing the issue of new securities as a basis for offering of depository certificate overseas or assisting the issue of depository certificate overseas on the basis the stock issued must comply with the provisions of this Decree and registering with the State Securities Commission for approval.

4. The Ministry of Finance shall specify the order and procedures for issuing new stock as a basis for offering of depository certificate overseas and assistance of depository certificate overseas on the basis the stock issued, the cancellation of depository certificate and the trading and listing of stock as a basis for depository certificate overseas.

Article 30. Registration of securities offering overseas

1. The issuer must send the State Securities Commission the registration dossier of offering of securities overseas before submitting official registration dossier of securities offering to the competent authority overseas including:

a) The decision of the General Meeting of Shareholders, owner or Board of members through the plan of securities offering and plans of using capital raised from the securities offering overseas;

b) The Financial statement shall be prepared in accordance with international accounting standard in case where the law of the home country requires;

c) The certificate of capital account of securities issue in foreign currency by permitted credit institutions.

d) The written approval of securities issue overseas by the competent authority: State Bank of Vietnam for credit institution; the Ministry of Finance for insurer; the State Securities Commission for securities company, Fund Management Company and securities investment company.

dd) The registration dossiers of securities offering to the competent authority of the country where the issuer registers the offer.

2. Within 10 days after receiving full report document, the State Securities Commission must notify the issuer its approval or disapproval on the offering document in writing and clearly specify the reasons.

Article 31. Report of offering result

1. Within 10 days after the end of the offering, the issuer shall make a report of securities offering result to the State Securities Commission, and announce information on the results of offering on mass media as prescribed.

2. The report of securities offering result sent to the State Securities Commission shall also be sent to the Vietnam Securities Depository Center to adjust the percentage of shares held by foreign investor and organization permitted for trading in Vietnamese stock market, the domestic stock exchange where the issuer currently has its stocks listed and other agencies under the provisions of specialized laws.

3. The Finance Ministry shall specify the reporting form and content of information announcement.

Article 32. Report on capital use progress

In the process of using capital raised from the offering overseas, periodically 06 months from the end date of the offering, the issuer must report to the State Securities Commission on the progress of capital using obtained from the offering. In case of change of purpose of capital using, the issuer must report to the State Securities Commission and announce information on the reason of the decision on the change. The report of capital using progress and report of change on capital using purpose of capital are made under the Form 06 and 07 in the Appendix attached to this Decree.

Chapter 3.

PUBLIC COMPANY

SECTION 1. REGISTRATION AND DEREGISTRATION OF PUBLIC COMPANY

Article 33. Dossier of public company

Dossier of public company includes:

1. The company charter as prescribed by the enterprise law

2. The certified copy of the Certificate of Business Registration.

3. Brief information about the business organization model, managerial machine and shareholder structure prepared under Form No.08 in the Appendix issued together with this Decree.

4. The Financial statement of the nearest year audited by an independent auditing firm.

Article 34. Public company registration

1. Except for cases specified at Points a and b, clause 1, Article 25 of the Securities Law, a public company shall submit the registration dossier of public company to the State Securities Commission within 90 days day from the date of becoming a public company.

2. Within 07 days after receiving the valid dossiers, the State Securities Commission shall announce the name, business content and other information related to the public company on the media of the State Securities Commission.

3. The date of becoming a public company is from the date of completion of the capital contribution in full and the number shareholders recorded in the number of shareholders with 100 or more investors.

Article 35. Announcing the information on public company registration.

1. Within 07 days after the Securities Commission of State announces the name of the public company under the Clause 2, Article 34 of this Decree, the public company shall announce the information on a (01) central paper or a (01) local newspaper where the head office is registered.

2. A summary of the information on the model of business organization, the management machine and shareholding structure prepared under the Form No.08 in the Annex issued together with this Decree; the company charter and the financial statements must be published on the company’s website.

Article 36. Deregistration of public company

1. The public company is responsible for notifying the State Securities Commission within 15 days from the date of not meeting the conditions as a public company as prescribed in Article 25 of the Securities Law.

The date when the company does not meet the condition as a public company is the day the charter capital is inadequately contributed VND 10 billion on the latest financial statement audited or the number of shareholders lower than 100 people according to the confirmation of the securities depository Center or the number of shareholders or both conditions.

2. Except for the case the company does not meet the condition as a public company by consolidation, merger, bankruptcy, dissolution or transformation of the enterprise model or owned by another organization or individual and after 01 year from the date of failing to meet the conditions as a public company, the State Securities Commission shall consider the deregistration of the public company.

3. The company must fully implement the provisions relating to public company to the time the State Securities Commission announces the cancellation of the public company registration.

4. After receiving the announcement of the State Securities Commission of the cancellation of the public company registration, the company shall notify the cancellation of the public company registration on one (01) central newspaper, one (01) local newspaper where the head office is registered and on the company’s website.

Section 2. REDEMPTION OF STOCK AND SELLING OF TREASURY STOCK OF PUBLIC COMPANY

Article 37. Condition for stock redemption

1. The public company redeeming its own stock as treasury stock must satisfy the following conditions:

a) There is approving decision of the General Meeting of Shareholders for the case of redemption of over 10% of ordinary share or over 10% of the total share with preferred dividend issued or there is approving decision of the Board of Directors for the case of redemption of no more than 10% of the total ordinary share in every 12 months or no more than 10% of the total share with preferred dividend issued every 12 months;

b) There are sufficient resources to redeem stock from the following sources: the equity capital surplus or development investment fund or undistributed profit after tax or other owner’s equity sources used to redeem shares as prescribed by law;

c) There is an plan to redeem stock approved by the Board of Directors in which clearly stating the execution time and principle of price assessment;

d) There is a securities company appointed to perform the trading;

dd) The public company redeeming ordinary stock and making the number of treasury stock to reach 25% of the total outstanding stock of the same type of the company must make a tender offer;

e) Meeting the condition prescribed by specialized law in case of public company in the conditioned business area and sector;

2. The redemption of share is exempted from the provisions of Clause 1 of this Article in the following cases:

a) Redeeming stock at the request of shareholders as stipulated in Article 90 of the Enterprise Law;

b) Redeeming individual share under the plan to issue share to pay dividend, issue stock from owner’s equity shall comply with the guidance in this Decree;

c) The securities company  redeems its own stock in order to fix their own trading in accordance with regulation of the State Securities Commission.

Article 38. Prohibited cases of redemption of stock used as treasury stock

1. The company is not entitled to redeem the stocks used as treasury stock in the following cases:

a) Being in overdue debt based on the latest financial statement audited. The case the estimated point of time for redemption of stock is the point of time after June 30 annually, the determination of overdue debt is based on latest semi-annual financial statement audited and examined;

b) Being in the process of stock offering to raise additional capital;

c) The company’s stock is subject to tender offer.

d) Having performed the redemption of stock within 06 months except for the following cases:

dd) Redemption of stock and selling treasury stock in the same batch.

2. Except where the redemption is made in proportion to each shareholder's ownership percentage or where the company makes ​​a tender offer for stock already issued, the company may not purchase shares of the following subjects used as treasury stock:

a) The company manager and the relevant persons as prescribed in the Securities Law;

b) The shareholder with transfer restriction prescribed by law and company charter;

c) The major shareholder as prescribed in the Securities Law;

Article 39. Condition for selling of treasury stock

1. The public company can only sell treasury stock after 06 months from the end of the nearest redemption, except where the treasury stock is sold or used as bonus stock to employee in the company or the securities company redeems its own share to fix the trading.

2. Having a decision of the Board of Directors to approve the plan of specific selling in which specifying the period of implementation, principle of price determination.

3. Having a securities company appointed to perform the trading.

4. In case of the sale of treasury stock in the form of offering securities to the public, the public company shall comply with regulations on the offering of securities to the public.

Chapter 4.

TENDER OFFER

Article 40. Principle of tender offer

The tender offer of stocks of the public company or closed-end depository certificate must ensure the following principles:

1. The tender offer conditions are applied fairly to all shareholders of the target company or the investor of the targeted investment fund.

2. The parties involved in the tender offer are provided sufficient information to reach the proposal to purchase shares and closed-end fund certificate.

3. Respecting self-determination right of the shareholders of the target company or the investor of the targeted investment fund.

4. Complying with regulations of the law on securities and securities market and other relevant laws;

5. The party making tender offer must appoint a securities company as an offering agent.

Article 41. Cases of tender offer

1. The cases of tender offer as prescribed in clause 11, Article 1 of the Law amending and supplementing some articles of the Securities Law.

2. In addition to the cases prescribed in Clause 11, Article 1 of the Law amending and supplementing some articles of the Securities Law, the organization and individual intending to make a tender offer for stock of the public company or closed-end fund certificate must fully implement the provisions of this Decree.

Article 42. Registration dossier of tender offer

The registration dossier of tender offer includes:

1. Certificate of registration of tender offer under the form regulated by the Ministry of Finance.

2. The decision of the General Meeting of Shareholders or the Board of Directors (for joint stock company), the Board of members or company’s owner (for limited liability company), the General Meeting of Investors (for member fund) has approved the tender offer.

3. The decision of the General Meeting of Shareholders in case the public company redeems its own stock in order to decrease the charter capital.

4. The Financial statement audited of the preceding year and documents verifying the financial capacity under the specialized law or certifying the financial capacity for individual and organization that make tender offer.

5. The document proving the company is eligible for redemption of stock in case the public company redeems its own stock in the form of tender offer.

6. The publication of information on tender offer under the form prescribed by the Ministry of Finance

7. Cerrtificate of capital escrow at the custodian bank for the case of tender offer of closed-end fund certificate.

Article 43. Registration of tender offer.

1. Organization and individual making tender offer of stock of public company or closed-end fund certificate must send the registration document of tender offer to the State Securities Commission. The registration document of tender offer must be simultaneously sent to the target company, fund management company. Within 03 days after receiving the registration document of tender offer, the target company, Fund Management Company managing  the targeted are obliged to publish information on receiving the proposal of tender offer on the means ofpublication of information of the company and Stock Exchange where the target company or targeted investment fund are listed.

2. Within 15 days after receiving the registration document of tender offer, the State Securities Commission must give its opinion in writing. If the dossier is incomplete and explicit, the organization and individual registering the tender offer must supplement and amend as required by the State Securities Commission.

3. Within 15 days from the date the State Securities Commission sends a written request to organization and individual for amendment and supplementation of the registration document of tender offer, the organization and individual must complete the dossier as required and send it to the State Securities Commission. If exceeding the time limit, the organization or individual does not make the supplementation and amendment, the State Securities Commission shall stop considering that registration document of tender offer

Article 44. Responsibilities of the Board of Directors of the target company or representative Board of targeted investment fund.

1. Within 10 days after receiving the registration document of tender offer, the Board of Directors of the target company or Fund Management Company managing investment fund must send it to the State Securities Commission and make announcement to the shareholders or investors in order to know the opinion of the target company, the representative Board of targeted investment fund for the tender offer proposal. Documents sent to the State Securities Commission must be expressed in the form of documents and electronic data as prescribed by the State Securities Commission.

2. The opinion of the Board of Directors of the target company or the representative Board of targeted investment fund must be expressed in wrting with the signature of majority of members of the Board of Directors or the representative Board of fund for the tender offer of stock or closed-end fund certificate. In case the opinion of the members of the Board of Directors or representative Board of fund is different from the assessment of the Board of Directors or representative Board of fund, the parties concerned must make announcement attached to this opinion.

Article 45. Responsibilities of the information knower on the tender offer.

Member of the Board of Directors, Director (General Director), Deputy Director (Deputy General Director), chief accountant, major shareholders and persons concerned of the organization of tender offer, the target company or Fund Management Company managing the targeted investment fund, member of representative Board of the targeted investment fund, employee of securities company and other people knowing the information on the tender offer are not permitted to take advantage of the knowing of information to purchase or sell securities for themselves and provide information, incite, entice people to purchase and sell securities before the point of time of official tender offer.

Article 46. Prohibited acts for the tender offeror

1. From the point of time of sending the registration document of tender offer to the State Securities Commission to the time of completion of a tender offer, the tender offeror is not permitted to perform the following acts:

a) Directly or indirectly purchasing or committing to purchase stocks, stock option and convertible bond of the target company or fund certificate of the targeted investment fund, the right to purchase fund certificate of the targeted investment fund outside the batch of tender offer.

b) Selling or committing to sell stocks and closed-end fund certificate that the tender offeror is making the offer.

c) Unfairly treating with those who own the same type of stock, share option and convertible bonds or closed-end fund certificate that are offered for purchase;

d) Providing specific information to shareholders or investors at different level or not at the same time;

dd) Refusing to purchase stock of the target company or fund certificates of the investor of the targeted investment fund during the process of tender offer;

e) Purchasing stock of the target company or the fund certificate of the targeted investment fund contrary to provisions published in the Registration of tender offer;

2. The foreign investor is not permitted to perform the tender offer for public company or the closed-end fund certificate in order to own the number of share or closed-end fund certificate in excess of the ownership of the foreign investor as prescribed by the law.

Article 47. Obligation of the securities company as the tender offer agent

1. Guiding the offering organization and individual to make a tender offer in accordance with provisions in this Decree and take joint responsibility in case organization and individual violate the provisions of this Decree and other relevant legal documents, except where the party making tender offer deliberately conceals information or falsifies dossier, documents and implement acts of violation beyond the control of the tender offer agent.

2. Acting as agents to receive order to sell stock or closed-end fund certificate and transfer stock and closed-end fund certificate to the tender offeror within the time limit specified in the Registration of tender offer;

3. Ensuring the organization and individual making the tender offer to having adequate money to make a tender offer at the time the official tender offer under registration.

Article 48. Principle to determine the tender offer price

1. The tender offer price of stock of public company or closed-end fund certificate is determined by the following principles:

a) Where the target company is a listing organization or a trading registration organization, the rate of tender offer price must not be lower than the average reference price of stock of the target announced by Stock Exchange published within 60 days preceding the date of submitting the Registration of tender offer and not lower than the highest purchasing price of organization and individual making a tender offer for the stock of the target company during this time;

b) Where the target company is is a listing organization or a trading registration organization, the tender offer price must not be lower than the average stock price of target companies and is regularly quoted by at least two (02) securities companies within 60 consecutive days preceding the date of submitting the Registration of tender offer or stock offer price in the latest issue of the target company and not lower than the highest purchasing price of organization and individual making a tender offer for the stock of the target company during this time;

c) The rate of tender offer price of fund certificate must not be lower than the average reference price of that fund certificate announced by Stock Exchange published within 60 days preceding the date of submitting the Registration of tender offer and not lower than the highest purchasing price of organization and individual making a tender offer for the fund certificate of the targeted investment fund during this time;

2. During the process of tender offer, the tender offeror is only permitted to increase the tender offer price. The price increase is made on the condition the offeror must announce the price increase at least 07 days prior to the completion of a tender offer and ensure this higher price is applicable to all shareholders of the target company or the investors of the targeted investment fund including the shareholders or investors who accept to sell to the offeror.

Article 49. Withdrawing tender offer proposal

1. After announcing the tender offer, the offeror may withdraw the tender offer proposal in the cases that have been stated in the Registration of tender offer as follows:

a) Number of stock or closed-end certificate registered for selling does not meet the minimum rate that the offeror has announced in the Registration of of tender offer;

b) The target company increases or decreases the number of voting stocks through split or consolidation of stock or conversion of preference shares;

c) The target company decreases its equity capital

d) The target company issues additional securities or the targeted investment fund issues the fund certificate to raise the fund’s charter capital;

dd) The target company sells all or part of the assets or the company’s operating part.

2. The tender offeror must report to the State Securities Commission on the withdrawal of tender offer proposal for the target company or targeted investment fund and to publicize the withdrawal of the tender offer proposal on one (01) online newspaper or one (01) newspaper in three (03) consecutive issues after the approval of the State Securities Commission.

Article 50. Tender offer trading

1. Within 07 days from the date of receiving the opinion of the State Securities Commission, the tender offeror must publicly announce the tender offer on one (01) online newspaper or one (01) newspaper in three (03) consecutive issues. The tender offer is made only after the State Securities Commission has approved in writing the tender offer registration and has been announced by the organization and individual by the method mentioned above.

In case the target company is a listing organization or a trading registration organization in the concentrated securities market or the targeted investment fund, the organization or individual making the tender offer must simultaneously announce on the means of information publication of the Stock Exchange where the stocks of the target company are listed or registered for trading or the fund certificates of the targeted investment fund are listed.

2. The tender offeror must appoint a securities company as an agent to make the tender offer. The State Securities Commission shall guide the process for the securities company to perform the technique of the tender offer agent.

3. The time to make a batch of tender offer is not shorter than 30 days and not longer than 60 days after the tender offer is officially defined in the Registration of tender offer sent to the State Securities Commission.

4. The shareholders of the target company or the investor of the targeted investment fund approving the tender offer proposal may withdraw the tender offer proposal in the time of tender offer when the conditions of tender offer are changed or there are other organizations and individuals to make competitive tender offers for the share of the target company or fund certificate of the targeted investment fund

5. Where the number of stocks or the closed-end fund certificates offered is smaller than the number of stocks or the closed-end fund certificates registered for sale, the number of stocks or the closed-end fund certificates purchased on the basis of proportion to the number of stocks that each shareholder of the target company or the number of closed-end fund certificates which the investors register the selling and ensure a fair rate of price to all shareholders or investors.

Article 51. Continuation of the tender offer

Except for the case the tender offer has been made for all of the stocks or the outstanding voting closed-end fund certificates, after making a tender offer, tender offer subject holding 80% or more of the number of stocks or closed-end fund certificates in circulation of a public company or closed-end fund must continue to purchase the remaining number of stocks or certificates of closed-end fund certificates within 30 days as prescribed in Clause 11, Article 1 of the Law amending and supplementing some articles of the Securities Law on the conditions on prices and payment method similar to the batch of tender offer..

Organization and individual making tender offer must notify the State Securities Commission of the continuation of the tender offer within 05 working days from the end date of the tender offer while making the publication of information on the continuation of the tender offer under the provisions of the Securities Law.

Article 52. Making report and publication of information on the result of tender offer.

Within 05 days from the end date of the tender offer, organization or individual making the tender offer shall send the report of tender offer result to the State Securities Commission while making the publication of information on mass media including the website of Stock Exchange in case the stock and closed-end fund certificate publicly offered are listed at Stock Exchange. The report of tender offer result is made under form prescribed by the Ministry of Finance.

Chapter 5.

LISTING AND REGISTERING THE TRADING AND PROHIBITED TRADINGS

SECTION 1. LISTING SECURITIES OF DOMESTIC ISSUER IN STOCK EXCHANGES IN VIETNAM

Article 53. Condition for securities listing at HCM City Stock Exchange

1. Condition for securities listing:

a) Being a Joint Stock Company with charter capital contributed at the time of registration for listing from VND120 billion or more by the value recorded in accounting book.

b) There are at least 02 years of operation in the form of Joint Stock Company by the time of registration for listing (except for the equitized state-owned enterprise associated with the listing); the after tax profit rate of return on equity (ROE) of the latest year equal to at least 5% and the business activities of the consecutive two years preceding the year of listing registration must be profitable; there is no overdue debt for more than 01 year ; there is no accumulated loss as of the year of listing registration; complying with the regulations of the law on accounting and financial reporting;

c) Publicizing all debts to the company of the member of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director), Chief Accountant, major shareholders and persons concerned;

d) At least 20% voting stocks of the company held by at least three hundred (300) shareholders who are not major shareholders holding, except where the state-owned enterprise is transformed into Joint Stock Company in accordance with the Prime Minister’s regulations;

dd) The shareholders are individuals and organizations whose ownership representatives are members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant, the major shareholders are the persons related to the members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant of the company must commit to hold 100% of the number of stocks owned by them within 06 months from the date of listing and 50% of these stocks within the following 06 months excluding the stocks under the state ownership owned by the above individuals representing to hold;

e) There is valid dossier of stock listing registration as prescribed.

2. Condition for corporate bond listing:

a) Being a joint-stock company, limited liability company with capital contributed at the time of registration for listing from VND 120 billion or more by the value recorded in accounting book;

b) The business activities of the 02 consecutive years preceding the year of listing registration must be profitable, no overdue debt over 01 year and fulfilment of financial obligations to the State;

c) There are at least one hundred (100) persons who own bonds of the same issue;

d) The bonds of an issue have the same maturity date;

dd) There is valid dossier of bond listing registration as prescribed.

3. Conditions for the listing of public fund certificate or stock of the public securities investment company:

a) Being a closed-end fund that has total value of fund certificate (par value) issued from VND 50 billion or more or the Securities Investment Company with the charter capital already contributed at the time of registration for listing of VND 50 billion or more by the value recorded in the accounting book;

b) The member of representative Board of the securities investment fund or the member of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director), Chief Accountant, the major shareholders are the persons related to the members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant (if any) of the public Securities Investment Company must commit to hold 100% of the number of fund certificates or stocks owned by them within 06 months from the date of listing and 50% of these fund certificates or stocks within the following 06 months.

c) There are at least 100 persons who own fund certificate of the public fund or at least 100 shareholders holding stocks of the public Securities Investment Company excluding professional investor.

d) There is valid dossier of public fund certificate listing registration or the stock of public Securities Investment Company as prescribed

4. For the case of registration of securities listing of credit institution that is joint stock Company, in addition to the conditions specified in clause 1 and 2 of this Article, there must be an approval by the State Bank of Vietnam.

Article 54. Condition for securities listing at Hanoi Stock Exchange

1. Condition for stock listing

a) Being the joint-stock company with the charter capital already contributed at the time of registration for listing of VND 30 billion or more of by the value recorded in the accounting book;

b) There is at least 01 year of operation in the form of Joint Stock Company by the time of registration for listing (except for the equitized state-owned enterprise associated with the listing); the after tax profit rate of return on equity (ROE) of the latest year equal to at least 5%; there is no overdue debt for more than 01 year; there is no accumulated loss as of the year of listing registration; complying with the regulations of the law on accounting and financial reporting;

c) At least 15% of the voting stocks of the company held by at least 100 shareholders who are not major shareholders holding, except where the state-owned enterprise transformed into Joint Stock Company in accordance with the Prime Minister’s decision;

d) The shareholders are individuals and organizations whose ownership representatives are members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant of the company, the major shareholders are the persons related to the members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant of the company must commit to hold 100% of the number of stocks owned by them within 06 months from the date of listing and 50% of these stocks within the following 06 months excluding the stocks under the state ownership owned by the above individuals representing to hold;

dd) There is valid dossier of stock listing registration as prescribed.

2. Condition for listing of corporate bond:

a) Being the joint-stock company with the charter capital already contributed at the time of registration for listing of VND 10 billion or more of by the value recorded in the accounting book;

b) The business operation of the preceding the year of listing registration must be profitable;

c) The bonds of an issue have the same maturity date;

d) There is valid dossier of bond listing registration as prescribed.

3. The Government bond, the bond guaranteed by the Government and the local authority bond are listed at the Stock Exchange in accordance with regulations of the Ministry of Finance.

4. For the case of registration of securities listing of credit institution that is joint stock company, in addition to the conditions specified in clause 1 and 2 of this Article, there must be an approval by the State Bank of Vietnam.

Article 55. Listing securities of Joint Stock Company formed after the consolidation, merger of enterprise and the case of reorganization of Stock Exchanges

1. The Ministry of Finance shall make guidance on securities listing at the Stock Exchange of Joint Stock Company formed after the consolidation and merger of enterprise.

2. In case of reorganization of Stock Exchanges, the Prime Minister shall define the classification criteria of listing area on the basis of the listing conditions at the Stock Exchanges.

Article 56. Registration transactions of unlisted public company (Upcom)

1. The public company as prescribed in Article 25 of the Securities Law having the securities with depository registration at the Securities Depository Centre and not listed at the Stock Exchange is permitted to register the trading at the market where the public company has not been listed.

2. The public company makes offer of securities to the public but it is unlisted or does not meet the listing requirements, it must carry out the registration of securities trading on the market of unlisted public company as prescribed in Clause 7, Article 1 of the Law amending and supplementing some articles of the Securities Law.

3. The Ministry of Finance shall specify the dossier, procedures for trading registration of unlisted public company.

Article 57. Dossier of securities listing registration at the Stock Exchange

1. Organization of securities listing registration must submit dossier of listing registration to the Stock Exchange.

2. Dossier of securities listing registration includes:

a) Certificate of securities listing registration;

b) The decision of the General Meeting of Shareholders of the nearest session adopting the stock listing;

c) Register of shareholders of the listing registration organization made within 01 month prior to the point of time of submitting dossier of listing registration;

d) The prospectus under the form of the Ministry of Finance;

dd) Commitment of the shareholders as members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant and commitment of the major shareholders who are the persons related to the members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant of the company holding 100% of the number of stocks owned by them within 06 months from the date of listing and 50% of these stocks within the following 06 months

e) Constract of listing advisory (if any)

g) The written commitment to limit the participation rates of foreign parties in accordance with regulations of law for specific business areas (if any);

h) List of persons related to members of the Board, Board of Directors, Supervisory Board and the Chief Accountant;

i) Certificate of thr Securities Depository Center concerning the stock of that organization have been registered and concentratedly deposited;

k) The written approval of the State Bank for joint stock credit institution.

3. The dossier of bond listing registration includes:

a) The certificate of bond listing registration;

b) The Decisions to approve the bond listing of the Board of Directors or convertible bonds of the General Meeting of Shareholders (for joint stock company), bond listing of bonds of the Board of members (for limited liablity company with two or more members) or the company owner (for limited liablity company with one member);

c) The register of bondholder of the listing registration organization;

d) The prospectus under the form of the Ministry of Finance;

dd) The commitment to fulfill the obligations of listing registration organization for investor, including the payment condition, the debt ratio on owner’s equity, transformation condition (in case of listing of convertible bond) and other conditions;

e) The payment guarantee commitment or record of security asset determiniation, together with valid documents to prove the lawful ownership and insurance contract (if any) for those assets in case of listing secured bond. The assets used as security must be registered with the competent authority;

g) The contract between the issuer and the representative of bondholders;

h) Certificate of the Securities Depository Center about that organization’s bond having beeb registered and concentratedly deposited;

i) The written approval of the State Bank for joint stock credit institution.

4. The dossier of listing registration of public fund certificate and stock of the public Securities Investment Company includes:

a) The certificate of public fund certificate listing registration or the Certificate of stock listing registration of the public securities investment company;

b) The Register of investor holding public fund certificate or register of shareholders of public securities investment company;

c) The charter of public fund, public Securities Investment Company under the form prescribed by the Ministry of Finance and supervision Contract approved by the General Meeting of investors or the General Meeting of Shareholders;

d) The prospectus under the form of the Ministry of Finance;

dd) The list and résumé of the members of representative Board of fund, the written commitment of the independent members of the representative Board of fund to their independence for Fund Management Company and monitoring banks;

e) The commitment of the members of the representative Board of securities investment fund or of the shareholders who are members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant and the major shareholders who are the persons related to the members of the Board of Directors, Supervisory Board, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant (if any) of the public Securities Investment Company holding 100% of the number of fund certificates or stocks owned by them within 06 months from the date of listing and 50% of these fund certificates or stocks within the following 06 months

g) The report of investment result of fund and the public Securities Investment Company to the point of time of listing registration with the certification of the monitoring bank;

h) The Certificate of securities depository center concerning the fund certificates of the public fund or the stocks of the public Securities Investment Company have been registered and concentratedly deposited.

5. The Stock Exchange, after approving the listing registration organization, must submit the State Securities Commission the copy of dossier listing registration;

Article 58. Listing registration procedures

1. Within 30 days from the date of receiving complete and valid dossier, the Stock Exchange is responsible for acceptance or refusal of the listing registration. In case of refusal of the listing registration, the Stock Exchange must reply in writing and specify the reason therefore;

2. The Stock Exchange shall make guidance in detail the process of securities listing registration in the securities listing Regulation at the Stock Exchange.

Article 59. Change of listing registration

1. The listing organization must make the procedures for the change of listing registration in the following cases:

a) The listing organization shall carry out the separation, consolidation of stock, issue more stock to pay dividend or bonus stock or offer the share option to the existing shareholders to increase chater capital. In case of issuing additional stocks, the listing organization has to make additional listing within 30 days after the completion of the offering;

b) The listing organization is split or accepted to be merged;

c) Other cases of change of the number of the listed stocks at the Stock Exchange.

2. Dossier of change of listing registration submitted to the Stock Exchange includes:

a) Request for change of listing registration in which clearly stating the reasons for the changes of listing and relevant documents;

b) Decisions to approve the change of stock listing of the General Meeting of Shareholders, change of the bond listing of the Board of Directors or convertible bond of the General Meeting of Shareholders (for joint stock company); change of bond listing of the Board of members (for limited liability companies with two or more members) or the company owner (for a limited liability company with one member); change of listing of securities investment fund certificate of the General Meeting of investors or change of stock listing of the General Meeting of Shareholders of public securities investment company.

3. Procedures for making changes of the listing registration shall comply with the provisions in the listing Regulation of the Stock Exchange..

Article 60. Delisting

1. The securities are delisted upon occurrence of one of the following cases:

a) The securities listing organization at the Stock Exchange does not meet the listing requirements prescribed in this Decree at Point a, d, Clause 1, Article 53 or Points a, c, Clause 1, Article 54 for stock; Points a, c, Clause 2, Article 53 or Point a, Clause 2, Article 54 a for corporate bond; Point a, c, Clause 3, Article 53 for fund certificate within 01 year;

b) The listing organization stops or is stopped from the operation of production and business from 01 year or more;

c) The listing organization is revoked its Certificate of Business Registration or operation Permit in a specialized area;

d) The stocks are not traded on the Stock Exchange within 12 months;

đ) The result of production and trading suffers loss in 03 consecutive years or the total accumulated loss exceeds the actually contributed capital in the financial statement audited of the nearest year prior to the time of consideration;

e) The listing organization terminates its existence due to merger, consolidation, division, separation, dissolution or bankruptcy; the securities investment fund terminates its operation;

g) The bonds come to the time of maturity or the whole of listed bonds are redeemed by the issuers prior to maturity;

h) The audit organization does not accept the performance of audit or has opinion not to accept or reject to give opinion about the financial statement of the nearest year of the listing organization;

i) The organization approved the listing does not carry out the listing procedures at the Stock Exchange within 03 months from the date of listing approval.

k) The listing organization violates the late submission of annual financial statement in 03 consecutive years;

l) The State Securities Commission and the Stock Exchange discover the listing organization to falsify the listing dossier or the listing dossier contains serious misinformation affecting investor' decision;

m) The listing organization seriously violates obligation to announce information and cases that the State Securities Commission or the Stock Exchange deems it necessary to annul the listing in order to protect the investor’s interests.

2. Securities are delisted when the listing organization asks for a delisting.

a) Condition for delisting:

The listing organization is only delisted securities when the decision of the General Meeting of Shareholders has over 50% of the shareholders’ votes who are not major shareholders approving the delisting;

- The listing organization is not permitted to ask for a delisting within 02 years from the date of putting stocks into listing as prescribed in clause 7, Article 1 of the Law amending and supplementing some articles of the Securities Law.

b) Dossier of delisting proposal includes:

- Certificate of delisting proposal;

- Decision to approve the delisting of stocks of the General Meeting of Shareholders, delisting of bond of the Board of Directors or convertible bond of the General Meeting of Shareholders (for joint stock company); delisting of bond of the Board of member (for limited liability company with two or more members) or the company owner (for a limited liability company with one member), delisting of fund certificate of securities investmentof the General Meeting of investors or delisting of stock of the General Meeting of Shareholders of the public securities  investment company.

3. Organization whose securities are delisted only register the relisting after 12 months from the time of delisting if meeting the conditions specified in Article 53 or Article 54 of this Decree. Dossier and procedures for listing shall comply with the provisions in Article 57, Article 58 of this Decree.

4. The delisting procedures shall comply with provisions in the listing Regulation of the Stock Exchange.

SECTION 2. SECURITIES LISTING OF FOREIGN ISSUER AT VIETNAM STOCK EXCHANGE

Article 61. Condition for securities listing of foreign issuer at Vietnam stock exchange.

1. Being the foreign issuer’ securities have been offered to the public in Vietnam under the regulations of law on Vietnam’s securities.

2. The number of securities registered for listing corresponds to the number of securities permited for offer in Vietnam.

3. Meeting the listing conditions prescribed in Article 53 or Article 54 of this Decree.

4. Committing to fulfill the obligations of a listing organization in accordance with the laws of Vietnam.

5. Being established by a (01) securities company and operating in Vietnam and participating in advisory of securities listing;

6. Complying with regulations of Vietnam’s law on management of foreign exchange.

Article 62. Dossier and procedure of listing registration

1. Dossier of listing registration

Foreign issuer registering the listing on Vietnam Stock Exchange must have dossier of listing registration under the provisions of Article 57 of this Decree and other documents as follows:

a) There is commitment of foreign organization to perform project in Vietnam;

b) Committing not to transfer capital abroad and withdraw reciprocal equity within the time limit of licensed project;

c) Committing to fulfill the obligations of a listing organization in accordance with the laws of Vietnam;

d) Contract of listing advisory

2. Procedure of listing registration

a) Within 30 days after receiving complete and valid dossier, the State Securities Commission shall approve or refuse to permit foreign issuer to make procedures of stock listing at the Stock Exchange in Vietnam. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor;

b) The Stock Exchange shall make guidance in detail of securities trading in Vietnam after the approval of the State Securities Commission.

Article 63. Delisting

Securities of foreign issuer in Vietnam are delisted upon the occurrence of one of the case specified in Article 60 of this Decree or in case the investment project of foreign organization in Vietnam is stopped from the main operation of business and production from 01 year or more, or revoked the investment license.

SECTION 3. SECURITIES LISTING OF VIETNAMESE ISSUER ON FOREIGN STOCK EXCHANGE

Article 64. Condition for listing on foreign Stock exchange

1. Not being in the list of business line that the law prohibits the foreign party’s participation and ensuring foreign ownership ratio in accordance with the law.

2. The issuer listing the underlying securities at the foreign Stock Exchange must associate with the offering of securities overseas.

3. Having decision to approve the listing at the foreign Stock Exchange of the General Meeting of Shareholders (for joint stock company), of the Board of member (for limited liability companies with two or more members) or the company owner (for a limited liability company with a member).

4. Meeting the listing conditions at the Stock Exchanges of the country where agency of securities market management or the Stock Exchanges have agreed to cooperate with the State Securities Commission or the Stock Exchange of Vietnam.

5. Complying with regulations on foreign exchange of Vietnam.

6. The issuer is a conditioned business organization must be approved of specialized state management agency.

7. Dossier of registration is approved by the State Securities Commission

Article 65. Dossier of registration of approval procedure of the State Securities Commission

1. The dossier of registration submitted to the State Securities Commission includes:

a) The copy of dossier of listing registration at the foreign Stock Exchange;

b) The decision of the General Meeting of Shareholders with respect to the listing at the foreign Stock Exchange (for joint stock company), of the Board of member (for limited liability companies with two or more members) or the company owner (for a limited liability company with a member).

2. The approval procedure of the State Securities Commission

Within 30 days after receiving complete and valid dossiers, the State Securities Commission must reply about acceptance or refusal of listing registration overseas of Vietnamese issuer. In case of refusal of listing registration, the State Securities Commission shall reply in writing stating the reasons therefor.

Article 66. Obligations of enterprises whose securities are listed on foreign Stock exchange

1. Publishing information about the listing on foreign Stock Exchange:

a) Within 24 hours after sending the official dossier of securities listing registration to the foreign Stock Exchange, the issuer must announce information to the public on the sending dossier of listing registration to the competent authority of the home  country;

b) Within 72 hours after receiving the decision of the competent authority or the Stock Exchange of the home country concerning the approval or disapproval of the securities listing, the issuer must make report of the State Securities Commission on the decision of the competent authority or the Stock Exchange of the home country and simultaneously announced this decision on the mass media;

c) Within 72 hours from the delisting on foreign Stock Exchange, the enterprise must send the State Securities Commission the decision of delisting and announce information on the mass media.

2. Publishing information regularly:

a) Publishing information in accordance with foreign law and the law of Vietnam. Where there are differences inpublication of information between foreign law and the law of Vietnam, the State Securities Commission should be reported.

The information published to investors and holders of securities in foreign markets must be announced simultaneously in Vietnamese language in Vietnam on the mass media and reported to the domestic State Securities Commission and the Stock Exchange where the issuer whose securities are listed and vice versa;

b) Where organization listing in domestic and foreign securities market simultaneously, the periodic financial statement must be made according to international accounting standard; in case there is request of the General Meeting of Shareholders, a financial statement must be made according to Vietnamese accounting standard together with an explanation of the differences between the accounting standards.

3. Ensuring the participation rate of foreign investor in accordance with regulation of the law.

4. Complying with regulations on foreign exchange control of Vietnam for foreign currency trading related to the listing of securities at the foreign stock exchanges.

Article 67. Delisting on foreign Stock exchange in order to list on domestic Stock exchange.

1. The listing organization on foreign Stock Exchange, if being delisted due to not meeting the listing requirements of the home country, can register additional listing at the domestic Stock Exchange.

2. The listing organization may delist the entire offering and listing on foreign Stock Exchange to make the procedure of additional listing registration on domestic Stock Exchange.

3. The listing registration on domestic Stock Exchange after delisting on foreign Stock Exchange shall comply with regulations of the law concerning the securities and Vietnamese securities market.

Article 68. Report and publication of information on listing of depository certificate on foreign Stock Exchange

1. The issuer of underlying securities for issuing depository certificate on foreign Stock Exchange must make report to the State Securities Commission before registering the listing of depository certificate on foreign Stock Exchange. The reporting document includes:

a) The Decision of General Meeting of Shareholders approving the issue and listing of depository certificate on foreign Stock Exchange;

b) The documents related to the offering of underlying securities or the number of outstanding underlying securities in order to issue depository certificate.

c) The publication of information under the form No.09 in the Annex issued together with this Decree.

d) The copy of dossier of issue and listing of depository certificate on the foreign Stock Exchange.

2. The issuer shall officially send dossier of listing registration of depository certificate to the foreign Stock Exchange and upon receiving the decision of the competent authority or the Stock Exchange of the home country concerning the approval or disapproval of the listing of securities shall make report and announce information specified in clause 1 and 2, Article 66 of this Decree.

Article 69. Obligation of underlying securities issuer

1. The organization holding the underlying securities for issuing depository certificate must carry out its obligations to announce information on the holding of the underlying securities and carry out the obligations related to the depository certificate holders.

2. The issuer of underlying securities for issuing depository certificate must carry out obligations as prescribed in the Article 66 of this Decree.

SECTION 4. PROHIBITED TRADING

Article 70. Prohibited trading

1. Internal trading including the following acts:

a) Using internal information to buy or sell securities for themselves or for others;

b) Accidentally or deliberately disclosing and providing internal information or advising others to buy or sell securities based on the internal information.

2. Manipulating securities market including the trading as follows:

a) Using one or more of their trading accounts or of others or colluding with each other to constantly buy and sell securities in order to create false supply and demand;

b) A person or group of people who collude with each other to place sale and purchase order of the same securities in the same trading day or collude with each other to carry out the trading of securities without actual transfer of ownership or the ownership just switches between team members to create false securities prices and supply and demand;

c) Continuously buying and selling securities with the dominant volume at the time of opening or closing of the market in order to create the new rate of opening and closing price for that type of securities on the market.

 d) Trading of securities in the form of colluding and inducing others to continuously place sale and purchase order of securities remarkably influencing on supply and demand and securities price and manipulating securities price.

dd) Giving oinion directly or indirectly through the mass media about a type of securities, issuer of securities in order to influence the price of such securities after carrying out the trading and holding position for such type of securities;

e) Using the methods or perform other trading to create false supply and demand and manipulate securities price.

3. Other prohibited trading:

a) Organization and individual directly or indirectly engaged in the fraudulent and cheating acts, creating false information or omitting or failing to announce necessary information on a stock causing serious misunderstanding and then making the purchase or sale of such securities to get profits;

b) The securities company change the priority order for the orders placed by customers; taking advantage of access to information about customer’s orders when they have not been entered the trading system in order to place for itself or other individuals and organizations on the basis of information anticipation in customer’s trading orders likely to significantly impact the securities price in order to get profits ( earning profits or avoiding loss) directly or indirectly from the change of securities price.

c) The securities owner carries out one or several transactions to hide the real ownership for a stock to avoid the obligation on publication of information as prescribed by law;

d) The Fund Management Company is in collusion with the securities company to carry out excessive trading for the stocks in the portfolio of a fund managed by the Fund Management Company helping the securities company to get profits from brokerage charges and the investor have to suffer damage;

dd) The trading related to individual and organization in the list of individual and organization involved in criminal activities provided by the Ministry of Public Security or the State competent authority.

Chapter 6.

SECURITIES BUSINESS ORGANIZATION

Article 71. Regulation on capital and shareholder, capital contribution member at securities business organization

1. The legal capital for the business operations of securities company in Vietnam is:

a) Securities brokerage: VND 25 billion;

b) Securities dealing: VND 100 billion

c) Securities issue guarantee: VND 165 billion;

d) Securities Investment Advisory: VND 10 billion

2. Where organization requests the licensing for many business operations, the legal capital is the total legal capital corresponding to each operation proposed the licensing.

3. The legal capital of the Fund Management Company in Vietnam, branch of foreign Fund Management Company in Vietnam is VND 25 billion.

4. The capital contributed for the establishment of the securities business organization and branch of foreign Fund Management Company in Vietnam must be in Vietnam dong.

5. Regulation for individual contributing capital to establish the securities business organization:

a) Being individual in the cases entitled to establish and manage enterprise in Vietnam in accordance with the law on business and having financial capacity to contribute capital for the establishment of securities business organization;

b) Only using his own capital and demonstrating adequate financial capacity complying with the guidance of the Ministry of Finance.

6. Regulation for organization contributing capital to establish the securities business organization:

a) Having legal status and not in a state of consolidation, merger, division, separation, dissolution, bankruptcy and not in the cases of not having the right to establish and manage enterprise in accordance with the law on enterprise;

b) Profitable business operation in 02 preceding years and without accumulated loss. In addition:

In case of commercial bank, insurance company, securities business organization not in a state of operational control, special control or other warning status at the same time fulfilling the conditions to participate in contribution of capital and investment under the regulations of specialized law.

In case of being other economic organization:

- Having operation time for at least 05 consecutive years preceding the year to contribute capital for the establishment of securities business organization;

- After subtracting long-term assets, the remainder of the owner’s equity is at least equal to the estimated contribution capital;

- The working capital must be at least equal to the estimated contribution capital.

c) Only using owner’s equity and other lawful capital sources under the provisions of specialized law, the financial statement audited of the nearest year without exception.

7. The structure of shareholders and capital contribution member in securities companies:

a) There are at least two (02) founding shareholders, founding members as an organization that meets the provisions of Clause 6 of this Article. Where the securities company is structured in the form of limited liability company with one member, the owner must be an insurer or a commercial bank;

b) The percentage of share ownership or capital contribution of the founding shareholders, the founding member as an organization with at least 65% of the charter capital, in which the organizations as insurers and commercial banks that own 30% of charter capital minimally;

c) The shareholders and capital contribution members own 10% or more of the charter capital of a securities company and the persons concerned of the shareholders and capital contribution members (if any) are not permitted to own more than 5% of charter capital at another securities company;

d) The securities company operating in Vietnam is not permitted to contribute capital for establishment, purchase shares or contributed capital at another securities company in Vietnam, except the following cases:

- The operation of the consolidation, merger or

- Purchasing to own or together with the person concerned (if any) own less than 5% of the outstanding stocks of the securities company that has registered trading and listing on the Stock Exchange.

8. Structure of shareholders and capital contribution member at the fund management company:

a) There are at least two (02) founding shareholders and founding member as an organization that meets the provisions of Clause 6 of this Article. Where the Fund Management Company is organized in the form of limited liability company with one member, the owner must be an insurer or a commercial bank or securities company.

b) The percentage of share ownership or capital contribution of the founding shareholders, the founding member as an organization with at least 65% of the charter capital, in which the organizations as insurers and commercial banks and securities company that own 30% of charter capital minimally;

c) The shareholders and capital contribution members own 10% or more of the Fund Management Company and the persons concerned of the shareholders and capital contribution members (if any) are not permitted to own more than 5% of charter capital at another securities company;

d) The securities company operating in Vietnam is not permitted to contribute capital for establishment, purchase shares or contributed capital at fund management and securities company in Vietnam, except the following cases:

 -The operation of the consolidation, merger or

- Purchasing to own or together with the person concerned (if any) own less than 5% of the outstanding stocks of the fund management and securities company that have registered trading and listing on the Stock Exchange.

9. The foreign investor may purchase shares or contributed capital to own up to 49% of charter capital of the securities business organization that is operating. The foreign organization, upon meeting the conditions prescribed at Point a, b, d, Clause 10 of this Article, is permitted to purchase to own 100% of the charter capital of the securities business organization that is operating. The foreign organization that meets the conditions prescribed in Clause 10 of this Article is permitted to newly establish the securities business organization with 100% foreign capital operating in Vietnam.

The purchase of shares, contributed capital, participation in capital contribution to establish securities business organization of foreign investor shall comply with the guidance of the Ministry of Finance.

10. Conditions for foreign organization to contribute capital to establish and purchase to own 100% capital of the securities business organization:

a) Being organization operating in banking, securities, insurance area with a minimum of 02 years of operation preceding the year participating in capital contribution for establishment, share purchase and contributed capital;

b) Being subject to regular and continuous monitoring of specialized management and supervision agency in foreign country in the area of banking, securities, insurance and being approved by this agency of the capital contribution to establish the securities business organization in Vietnam;

c) The specialized management and supervision agency in foreign country in the area of banking, securities, insurance and the State Securities Commission have signed bilateral or multilateral cooperation agreement on information exchange, management cooperation, inspection and supervision of securities activities and securities market;

d) Meeting relevant provisions in Clause 6 of this Article.

Article 72. Order, procedure and dossier to request the issue of establishment license of establishment and operation for securities business organization

1. The dossier to request the issue of establishment license of establishment and operation for securities business organization includes

a) Documents as prescribed in Article 63 of Securities Law;

b) The meeting minutes together with resolution of the shareholders and member expected to contribute capital or the owner's decision on the establishment of the securities business organization;

c) The principle Contract of headquarters lease or decision of space and headquarters handover of the owner together with the document certifying the ownership and use rights of headquarters of the lessor or owner;

d) Documents proving financial capacity:

- For individuals: Certification of bank on the balance of Vietnam dong, freely convertible foreign currency, certification of the Depository Securities Center of the securities on the number of stock on the depository account;

- For organizations: The audited financial statement of the nearest year and the audited financial statements of the nearest quarter. For capital contributing organization as the parent company has to supplement the consolidated audited financial statement of the nearest year in accordance with regulation of the law on accounting and auditing. For organization operating in the financial, banking, insurance and securities sector must add monthly report on the financial safety norms, capital adequacy as prescribed by specialized law of the 02 nearest years.

dd) List of proposed members of the Board of Directors, Board of members, Supervisory Board (if any), the internal audit department, the Director (General Director), Deputy Director (Deputy General Director) and at least five (05) professional employees for the dossier of Fund Management Company establishment or three (03) professional employees for each business operation requesting the license for dossier of securities company establishment together with a copy of identity card or valid passport, criminal record, curriculum vitae and copy of relevant certificate of practice.

e) List of shareholders and capital contribution member attached to the following documents

- For individual: a copy of identity card or valid passport and curriculum vitae Where the individual is expected to own over 10% of charter capital, he has to supplement criminal record.

- For organization: A copy of the license of establishment and operation (if any), certificate of business registration or other equivalent document, company charter, meeting minutes and decision of the General Meeting of Shareholders, Board of Directors or Board of members or the meeting minutes and decision of the Chairman of the Board of Directors and the Board of members or the owner's decision on the capital contribution to establish securities business organization, a copy of identity card or valid passport and curriculum vitae of the authorized representative together with a written authorization. Where the organization is expected to own 10% of charter capital, it has to supplement the criminal record of the legal authorized representatives.

g) Written approval of the permitted capital contribution for the establishment of the competent state management agency: the State Bank for commercial bank and the Ministry of Finance for insurer;

h) The other relevant documents evidencing individual and organization have met the conditions specified in Article 71 of this Decree.

2. In case of shareholder or capital contribution member is a foreign organization, the documents issued by the foreign competent authority must be consularly legalized within 06 months before the date of dossier submission and must be translated into Vietnamese and certified by an organization with translation function legally operating in Vietnam.

3. Dossier specified in Clause 1, 2 of this Article shall be made in one (01) original set together with the electronic information file. The original set of dossier shall be sent directly at one-stop division of the State Securities Commission or by mail.

4. The amendment and supplementation shall be conducted when the shareholders and capital contribution member deem it necessary. The amendment and supplement must be signed by those who have signed the dossier sent to the State Securities Commission. Where it is necessary to clarify issues related to dossier, the State Securities Commission has the right to request the representative of the shareholder and founding member or person intended as the director (General Director) to explain directly or in writing.

5. Within 30 days after the State Securities Commission has a written request, the shareholder and founding member to establishing securities business organization shall complete the dossier to request the issue of the license of establishment and operation. After the above time limit, if the dossier is not supplemented and completed in full, the State Securities Commission has the right to refuse to issue the license of establishment and operation.

6. Within 20 days from the date of receiving complete and valid dossier as prescribed in Clause 1, 2, 3 and 5 of this Article, the State Securities Commission shall have the written request of the completion of the conditions of material facility and contributed capital escrow. The shareholder and capital contribution member may deduct the contributed capital to invest in material facilities. The remaining contributed capital must be blockaded on account of commercial bank designated by the State Securities Commission and shall be released and transferred to the account of the company immediately after it is issued the license of establishment and operation.

7. After a period of 03 months after receiving notice of the State Securities Commission as prescribed in Clause 6 of this Article, the shareholder and capital contribution member fail to improve material facilities and blockade sufficient charter and complement personnel in full, the State Securities Commission may refuse to issue the license.

8. Within 07 days after receiving the certificate of capital escrow and record of material facilities inspection and other valid documents, the State Securities Commission shall issue the license of establishment and operation. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor.

Article 73. Investment operation overseas of Vietnamese securities business organization

1. The securities business organization upon setting up branch and representative office abroad and carrying out investment abroad must be approved by the State Securities Commission as prescribed by the Ministry of Finance.

2. After obtaining the written approval of the State Securities Commission, the securities business organization shall set up branche and representative office abroad and carry out investment abroad in accordance with the law on investment and foreign exchange management.

Article 74. Conditions for establishment of branch and representative office of the foreign securities business organization in Vietnam

1. The foreign securities business organization providing the fund management services is permitted to establish representative office of the Fund Management Company in Vietnam if meeting the following conditions:

a) Being operating legally and regularly supervised by the specialized management and supervision agency in the finance, banking and securities area in the country where such organizaiton is established and operating;

b) Being operating legally in the country where the specialized management and supervision agency of that country has signed bilateral or multilateral with the State Securities Commission on information exchange, management cooperation, inspection and supervision of securities activities and securities market or being managing the funds investing in Vietnam. The remaining duration of operation (if any) is at least 01 year.

2. The foreign securities business organization performing securities brokerage operations, underwriting of securities is permitted to establish representative office of securities company in Vietnam if meeting the conditions stipulated at Point a and b, Clause 1 of this Article.

3. The foreign securities business organization providing the fund management services is permitted to establish its branch in Vietnam if meeting the provisions in Article 77 of the Securities Law and the following conditions:

a) Being operating legally and having permission to operate the public fund management in accordance with regulations of the country of origin and approved by the specialized supervision management agency in the country of origin approval in writing to permit the establishment of a branch operation in Vietnam (if any as per the regulation of foreign law);

b) Not being the shareholders and capital contribution member owning more than 5% of charter capital of a Fund Management Company in Vietnam;

c) Branch of foreign Fund Management Company is only permitted to provide the asset management services mobilized abroad;

d) Meeting the provisions at Point b, Clause 10, Article 71 of this Decree or having had representative office in Vietnam and meeting the provisions at Point b, Clause 1 of this Article;

đ) The order, procedure and dossier for issue of license of establishment and operation of the branch of foreign Fund Management Company and the operation of the branch of foreign Fund Management Company in Vietnam shall comply with the provisions of the Ministry of Finance .

Article 75. Order, procedure and dossier of representative office registration of foreign securities business organization in Vietnam

1. The dossier of representative office registration of foreign securities business organization (hereafter referred to as parent company) in Vietnam includes:

a) The documents specified in clause 2, Article 78 of the Securities Law;

b) The documents certifying the parent company meets the conditions specified in Clause1 and 2, Article 74 of this Decree, the documents of the competent authority in foreign country permitting to open representative office operating in Vietnam ( if any as per the regulation of foreign law); the financial statement audited of the nearest fiscal year or the written certification of the implementation of tax or financial obligations in the nearest fiscal year issued by the competent authority where the parent company is established;

c) The meeting minutes and decision of the Board of Directors or Board of members, or of the director (General Director) on the establishment of representative office in Vietnam, the decision to appoint Chief Representative in Vietnam, a certified copy of valid passport or identity card, curriculum vitae of the Chief Representative and staff working at representative office in Vietnam;

d) The principle Contract of representative office lease together with the written confirmation of ownership or authority to lease of the headquarters lessor.

In case of establishment of the representative office of the fund management company, the following documents related to the fund being invested in Vietnam (if any) shall be supplemented:

- The certified and consularly legalized copy of certificate of fund establishment (if any) or the document certifying the fund has completed the establishment registration abroad, the fund's Prospectus or equivalent documents issued by the management agency(if any), the fund charter, trust agreement or memorandum of capital contribution or other equivalent documents;

- The document of the depository bank certifying the scale of fund capital in Vietnam;

- A certified copy of the certificate of account registration of indirect investment capital or of the certificate of registration of securities trading code of these funds.

2. Dossier as specified in Clause 1 of this Article shall be made into two (02) sets, one in Vietnamese language and one in language of country of origin together with electronic data file. The original set of dossier shall be sent directly at the one-stop division of the State Securities Commission or by mail. The documents issued by the competent State management agency must be consularly legalized within 06 months before the date of the dossier submission.

The amendment and supplementation of dossier shall be conducted when the foreign securities business organization deems it necessary or the State Securities Commission requests the amendment and supplementation. The amendment and supplement must be signed by those who have signed the dossier sent to the State Securities Commission or who have the same title with the persons above mentioned.

4. Within 07 days after receiving complete and valid dossier, the State Securities Commission shall issue the certificate of operation registration of representative office of the foreign securities business organization in Vietnam. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor.

Article 76. Rights and obligations of representative office, the Chief representative and staff at the representative office of foreign securities business organization in Vietnam

1. Rights and obligations of representative office of foreign securities business organization:

a) Being entitled to open account for expenditure in foreign currencies or Vietnam dong with foreign currency origin at commercial bank permitted to operate the foreign exchange business in Vietnam and only use this account in the operation of representative office. The opening, use and closure of the representative office’s account shall comply with the provisions of relevant laws;

b) Being entitled to recruit foreign employee to work in representative office under the provisions of the law of Vietnam. Within 15 days after the recruitment of foreign employee working in representative office in Vietnam, the parent company must report to the State Securities Commission on the recruitment of foreign personnel together with documents certifying the approval of the competent State management agencies;

c) Having own seal in accordance with regulation of Vietnam’s law and only using this seal in the trading documents under the power and function of the representative office;

d) Only performing the activities by the content and within the time limit and activities specified in the certificate of operation registration of representative office; not being entitled to perform business activities in Vietnam, to perform the asset management and investment capital management for investors, including investment capital of parent company in Vietnam and other securities business activities in Vietnam;

dd) Other rights and obligations as prescribed by law.

2. The Chief representative and staff at representative office are not permitted to hold the positions simultaneously as follows:

a) The head of the parent company’s branch, Chief Representative and staff of representative office and branche of other foreign organization in Vietnam;

b) The legal representative, Director (General Director), Deputy Director (Deputy General Director) or employees working for enterprises established under the law of Vietnam;

c) The legal representative, member of the Board of Directors, Board of members, the Director (General Director), Deputy Director (Deputy General Director) of the parent company or other individual working for parent company have the right on behalf of the parent company to sign economic contracts, property transactions without the written authorization of the parent company.

3. The Chief Representative on represents the parent company to sign contracts related to business and investment activities of the parent company with other economic organizations in Vietnam in the event of a legal authorization in writing by the competent person of the parent company. The Power of attorney must be made separately for each signing (one-time authorization) and one valid copy of it must be sent to the State Securities Commission within 10 days from the effective date.

Chapter 7.

SECURITIES INVESTMENT COMPANY

Article 77. General regulations on securities investment company

1. The Securities Investment Company just issues a type of stock and has no obligation to redeem the issued stock except for the case of consolidation, merger of enterprise. The rights, obligations and interests of shareholders and other issues related to the shareholders' meeting shall comply with the law on enterprises.

2. The public Securities Investment Company have to entrust capital to a Fund Management Company for its management. The independent Securities Investment Company is permitted to manage the investment capital or entrust capital to a Fund Management Company for its management. In case a Securities Investment Company capital entrusts capital to a Fund Management Company for its management, at least two-thirds (2/3) of the members of the Board of Directors of the Securities Investment Company must be independent members as stipulated in Clause 1 of Article 80 of this Decree.

3. The offer of stock to the public of the public Securities Investment Company is carried out as prescribed in Article 90 of the Securities Law and regulations of the Finance Ministry.

4. The independent Securities Investment Company with a rate of ownership of foreign investor of over 49% of the charter capital must comply with the regulations applicable to foreign investor.

5. The determination of net asset value, reporting regime and information annoucement of the Securities Investment Company shall comply with regulations of the Ministry of Finance.

SECTION 1. PUBLIC SECURITIES INVESTMENT COMPANY

Article 78. Dossier, order and procedure to register securities offering to the public of the public securities investment company.

1. Registration dossier of securities offering to the public of the public Securities Investment Company includes:

a) Certificate of registration of stock offering to the public in order to establish the public Securities Investment Company shall be made by the fund management company;

b) The charter of Securities Investment Company is made under the guidance of the Ministry of Finance;

c) The Prospectus as defined in Article 15 of the Securities Law and regulations of the Finance Ministry on registration dossier of securities offering to the public;

d) The principle contract on supervision and management of investment and distribution of stock and the underwriting commitment (if any);

dd) List of proposed members of the Board of Directors, the legal representative of the public Securities Investment Company and founding shareholder, together with the following documents:

- For individuals: A copy of identity card or valid passport, criminal record and curriculum vitae;

- For organization: A copy of the License of establishment and operation, certificate of business registration (if any), copy of identity card or valid passport, criminal record and curriculum vitae of the authorized representative along with a written authorization;

e) The commitment of the founding shareholders to register the purchase of at least 20% of the number of stocks registered for offering to the public and to hold this number of stocks for a period of 03 years from the date of issuance of license of establishment and operation, commitment to the independence of Fund Management Company and custodian bank of the independent member of the Board of Directors;

g) The list of Director (General Director), Deputy Director (Deputy General Director) and the fund manager (if any) together with copy of identity card or valid passport, criminal record and curriculum vitae and copy of certificate or fund management practice.

2. The dossier in clause 1 of this Article shall be made in one (01) original set and sent to the State Securities Commission. The documents of foreign founding shareholders shall comply with the provisions of Clause 2, Article 72 of this Decree.

3. Within 30 days after receipt of complete and valid dossier, the State Securities Commission shall issue certificate of stock offering to the public. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor.

Article 79. Dossier, order and procedure to issue license of establishment and operation of the public securities investment company.

1. Condition for issuing license of establishment and operation of the public Securities Investment Company includes:

a) Having capital actually contributed of VND 50 billion;

b) There are at least one hundred (100) shareholders, excluding the shareholders as professional securities investor;

c) Under the management of a fund management company;

d) Assets are deposited at monitoring bank;

dd) At least two-thirds (2/3) of the members of the Board of Directors must be independent of the fund management company, custodian bank as stipulated in Clause 1, Article 80 of this Decree.

2. Within 10 days after the end of the stock offering to the public, the Fund Management Company shall make report on the results of the offering and submit dossier for the issuance of license of establishment and operation of the public securities investment company, including:

a) The written request to issue license of establishment and operation of the public securities investment company;

b) A brief report on the offering result together with certification by the custodian bank for the proceeds of the offering, the number of stocks sold;

c) The list of shareholder specifying the Shareholder’s full name, identity card number or valid passport, contact address(for individual), full name, abbreviated name, the number of certificate of business registration, head office address (for organization), type of shareholder, number of securities depository account (if any), number of stocks purchased, ownership rate, date of purchase;

d) The comprehensive report on Shareholder’s opinion on the members of the board of Directors and other relevant content (if any).

3. Within 10 days after receipt of complete and valid dossier, the State Securities Commission shall issue the license of establishment and operation to the public securities investment company. This license cum certificate of business registration. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor.

4. Within 30 days from the date the license of establishment and operation of the public Securities Investment Company takes effect, the Fund Management Company must complete the dossier and carry out the listing of stocks of the public Securities Investment Company on the Stock Exchange.

Article 80. Board of Directors of public securities investment company

1. The Board of Directors has from three (03) to eleven (11) members, in which there are at least two-thirds (2/3) as independent members. The independent member of the board must meet the following conditions:

a) Not being the Director (General Director), Deputy Director (Deputy General Director), permanent employee of the fund management company, custodian bank or the parent company, affiliate, subsidiary of the Fund Management Company and custodian bank;

b) Not being the father, adoptive father, mother, adoptive mother, spouse, child, adopted child, natural brother, sister of the individual specified at Point a of this Clause;

c) Meeting the conditions as the member of the Board of Directors in accordance with regulation of the law on enterprise.

2. The rights and obligations and the appointment, dismissal, removal, replacement of the member of the Board of Directors shall comply with the provisions of the charter company, in accordance with the provisions of law and securities.

Article 81. Restriction of operation for public securities investment company

1. Not permitted to carry out business, production and service supply.

2. Not permitted to issue securities to the public except in the case of first offer of stock to the public to establish a company, or issue stock to existing shareholder to raise charter capital or issue stock for conversion in case of consolidation or merger.

3. Complying with regulations on investment limit in Clause 2, Article 97 of the Securities Law, the operation of capital management of the public Securities Investment Company shall be carried out by the Fund Management Company and must be monitored by the custodian bank as prescribed by the provisions of the Securities Law and guidance of the Ministry of Finance.

Article 82. Increase or decrease of the charter capital of public securities investment company

1. The public Securities Investment Company is entitled to increase or decrease its charter capital under the plan approved by the nearest session of the General Meeting of Shareholders.

a) In case of the decrease of charter capital, the Securities Investment Company must ensure the net asset value after the capital reduction to meet the capital requirements as prescribed at Point a, Clause 1, Article 79 of this Decree;

b) In case of the increase of charter capital through the issue of bonus stock or stock dividend, the company must have sufficient financial resources from capital surplus and profit after tax.

2. Dossier to request the increase and decrease of charter capital includes:

a) The written request for increase and reduction of charter capital of Securities Investment Company;

b) The meeting minutes of the General Meeting of Shareholders, the meeting minutes and decision of the the Board of Directors concerning the increase or decrease of charter capital together with implementation plan;

c) The financial statement audited to the nearest quarter;

d) The draft of announcement issued together with the list of dealers;

dd) The prospectus and company charter (if modified)

3. Within 07 days from the date of receiving complete and valid dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall consider and approve any increase or decrease of the charter capital of the public securities investment company. In case of refusal, the State Securities Commission shall reply in writing stating the reasons therefor.

4. Within 07 days after the completion of the increase and decrease of the charter capital, the public Securities Investment Company shall make report to the State Securities Commission of the results of any increase or decrease of the company's charter capital including:

a) A brief report on the result of any increase or decrease of the charter capital together with the list of new investors (if any) as prescribed at Point c, Clause 2, Article 79 of this Decree;

b) Certificate of rate of capital increase that is blockaded at the custodian bank (in case of capital increase) or a certification of the custodian bank with respect to company’s completion of the disbursement and payment to shareholders (in case of capital decrease), the number of shareholders, the number of outstanding stocks (after capital adjustment). This document shall not be submitted in case of additional charter capital from after-tax profit.

5. Within 07 days from the date of receiving the report specified in Clause 4 of this Article, the State Securities Commission shall adjust the license of establishment and operation of the public securities investment company.

Article 83. Consolidation, merger of public securities investment company

1. The public Securities Investment Company is consolidated, merged with another public Securities Investment Company on the following principles:

a) The plan for consolidation or merger and contract of consolidation or merger must be approved by the General Meeting of Shareholders of the related companies. The plan for consolidation or merger must state the reason therefor, the form of implementation, the expected impact to the shareholders, the method of determining net asset value, conversion rate, the rate of payment in cash (if any), the principle of property transfer between the public securities investment company;

b) The expense of legal consultancy services, administrative expenses and other services expenses related to the consolidation, merger shall not be recorded in operating expenses of the public Securities Investment Company or other expenses that the shareholders are incurred unless otherwise decided by the General Meeting of Shareholders;

c) In case of the stock swap combined with the payment in cash, the shareholders of companies being consolidated or merged shall receive an additional amount not exceeding 10% of net asset value calculated on one (01) stock at the date of consolidation or merger;

d) Where the shareholders of the public Securities Investment Company oppose the consolidation or merger, these shareholders may request the public Securities Investment Company being consolidated or merged to redeem their shares.

2. Dossier to request the State Securities Commission to issue or adjust the license of establishment and operation to the consolidated Securities Investment Company or receive the merger include the following documents:

a) The written request for issuance of the license of establishment and operation to the consolidated Securities Investment Company or adjustment of the license of establishment and operation to the company receiving the merger;

b) The original License of establishment and operation of the consolidated and merged securities investment company;

c) The decision of the General Meeting of Shareholders  on the consolidation or merger together with meeting minutes, plans for consolidation or merger, the draft contract of consolidation or merger and the analysis report of the consolidation or merger;

d) The appraisal report of the custodian banks on the principle to determine the net asset value, the stock swap ratio, the rate of payment in cash (if any) and other relevant contents;

dd) The list of shareholders as stipulated at Point c, Clause 2 of Article 79 and other relevant documents as stipulated at Point c, d, dd, e, and g, Clause 1, Article 78 of this Decree.

3. Within 15 days from the date of receiving complete and valid dossier under the provisions of Clause 2 of this Article, the State Securities Commission shall issue the license of establishment and operation to the consolidated public Securities Investment Company or adjust the license of establishment and operation for the public Securities Investment Company receiving the merger. The date of consolidation and merger is the date the licenses above mentioned take effect. In case of refusal, the Securities Commission shall reply in writing stating the reasons therefor.