Circular No. 204/2012/TT-BTC dated November 19, 2012 of the Ministry of Finance guiding the dossier and procedure for public offering of securities

CIRCULAR

GUIDING THE DOSSIER AND PROCEDURE FOR PUBLIC OFFERING OF SECURITIES

Pursuant to the Law on Securities No. 70/2006/QH11 dated June 29^th2006 and the Law on amending and supplementing a number of articles of the Law on Securities No. 62/2010/QH12 dated November 24^th2010;

Pursuant to the Government s Decree No. 58/2012/ND-CP dated July 20^th2010, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on amending and supplementing a number of articles of the Law on Securities;

Pursuant to the Government s Decree No. 118/2008/ND-CP dated November 27^th2008, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the President of the State Securities Commission;

The Minister of Finance promulgates a Circular guiding the dossier and procedure for public offering of securities.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular specifies the dossier and procedure for offering securities to the public.

Article 2. Responsibility of issuers, organizations and individuals participating in the compilation of dossiers of application for public offering of securities

1. The issuers, the organizations and individuals participating in the compilation of dossiers of application for public offering of securities are responsible before law for the accuracy and sufficiency of their dossiers of application for offering securities to the public.

2. The organizations that issue their stocks must provide relevant information when the major stockholder, the corporations, and state-owned general companies make dossiers of application for offering their stocks to the public.

3. The information in the application for public offering of securities must be accurate and contain all the essential information, must not cause confusion that affect the investors’ decisions.

Chapter II

THE DOSSIER OF APPLICATION FOR OFFERING SECURITIES TO THE PUBLIC

Article 3. The dossier of application for public offering of stocks

The dossier of application for public offering of stocks includes:

1. The written application for public offering of stocks according to the form in Annex 01A enclosed with this Circular;

2. The prospectus according to the form in Annex 02A enclosed with this Circular, comprising:

a) The brief information about the issuer, including: the organizational structure, the business line, the assets, the financial condition, the Board of Directors or the Member assembly or the company’s owner, the Director or General Director, Deputy Director or Deputy General Director, and the structure of stockholders (if any);

b) The information about the securities offering, including: the offering conditions, the risks, the plan for profits and dividends of the nearest year after the issuance, the plan for the issuance and the plan for using the money collected from the offering. When stocks are offered for increasing the capital, the issuance plan must specifically analyze the level of dilution of value and income from securities by reason of the additional issuance of stocks.

In case the issuer applies for offering stocks to the public before the convertible bonds or the securities previously issued is due, the prospectus must specify the affect on the interests of the investors that purchase bonds, and the plan for ensuring their interests (if any);

c) The Financial statements of the issuer in the latest two years must satisfy the following requirements:

- The Financial statement includes the Balance sheet, the income statement, the cash flow statement, and the description of the Financial statement; ensuring the compliance to current law on accounting and audit;

- If the issuer is a parent company, it must submit a consolidated financial statement as prescribed by laws on accounting, together with the Financial statement of the parent company. The consolidated financial statement is the basis for considering the conditions for securities offering;

- The annual financial statement must be audited by an accredited independent audit organization. The audit opinion about the Financial statements must be unqualified. In case the audit opinion is qualified, the exception must not affect the conditions for offering, and must not be related to the following items: cash, inventory, fixed assets, the receivables, the payables, and other crucial items. If the audit opinion about a consolidated financial statement is qualified, the exception must not be the exception by the reason of the consolidation of subsidiary companies, apart from satisfying the requirements stated above. The issuer must have legitimate written explanation in writing, and the certification from the audit organization about the affect of the exception;

- The Financial statement of the year succeeding the offering year must express profits;

- In case the dossier is submitted before March 01^st, applicable to the issuers of which the fiscal year is the calendar year, or before the fist day of the third month from the end of the fiscal year, applicable to the issuer of which the fiscal year does not end on December 31^st, then the Financial statement of the previous year in the initial dossier do not have to be audited, but the Financial statements of the previous two years must be audited;

- In case accounting period of the latest financial statement ended more than 90 days before the time of submitting the dossier of application for public offering of securities to the State Securities Commission, then the issuer must submit the additional financial statement of the latest month or quarter as prescribed by laws on accounting;

- If there are unusual fluctuation after the end of the fiscal year of the latest financial statement, the issuer must submit an additional financial statement of the latest month or quarter;

d) The prospectus must be signed by the President of the Board of Directors, Director or General Director, Financial Director or Chief accountant of the issuer, and the legal representatives of the organization that provide consultancy on the dossier of application for public offering of stocks, and the securities underwriter or primary securities underwriter (if any) The per procuration must have the Letter of attorney as prescribed by law;

3. The authenticated copy of the company’s charter that is conformable with law provisions;

4. The Decision of the General assembly of stockholders on passing the plan for issuing, the plan for using the capital raised from the public offering of stocks, and committing to trade their securities on the organized securities market within one year from the end of that offering. In particular:

a) The issuing plan consulted by the General assembly of stockholders must specify the rules for determining the issue prices, the comparison with the book value, the market prices (if any), and the estimated stock dilution after the issue.

The issue price must be determined in accordance with Clause 1 Article 87 of the Law on Enterprises. If the General assembly of stockholders passes the plan for issuing at preferential prices to the subjects other than the existing stockholders, the issuing plan must specify the criteria for determining the subjects enable to purchase at preferential prices.

b) In case the offerings is to execute a project, the issuer must specify the ratio of successful offering or the minimum amount of money to be collected from the offering, and the handling plan in case the offering does not achieve the successful ratio or does not collect able to collect enough money, in the plan for using the capital being submitted to the General assembly of stockholders for approval.

5. The commitment on the securities underwriting according to the form in Annex 03A enclosed with this Circular. If there is a group of securities underwriters, the commitment on the securities underwriting must be enclosed with the contracts signed by the securities underwriters. The documents about the commitment on securities underwriting may be sent later, but must be sent before the State Securities Commission issues the certificate of offering registration;

6. The decision of the Board of Directors on approving the dossier of application for public offering of stocks The public offering of stocks of issuers engaged in conditional business, the dossier must be enclosed with the written approval from a specialized State management agencies;

7. In case part or the entire dossier of application for public offering of stocks is certified by relevant organizations and individuals, then the issuer must send such written certifications to the State Securities Commission;

8. In case the capital is used for investment, trading, or developing real estate projects, the dossier must contain legal documents relevant to the land tenancy, the Investment certificate, the information about the land clearance and compensation, the decision on approving the plan for using the capital from the offering, and the detailed plan for capital use;

9. The contract for consultancy on the dossier of application for public offering of stocks with the securities company, unless the issuer is a securities company.

Article 4. The dossier of application for public offering of stocks of a new enterprise engaged in infrastructure

The dossier of application for public offering of stocks of a new enterprise engaged in infrastructure includes:

1. The written application for public offering of stocks according to the form in Annex 01B enclosed with this Circular;

2. The documents proving that the enterprise is investing in the infrastructural constructions belong to a scheme for socio-economic development of a Ministry, a sector, or a central-affiliated city province;

3. The draft charter of the company that is conformable with law;

4. The written approval from the competent managing agency for the offering plan, applicable to new enterprises capitalized by the State;

5. The commitment on the securities underwriting in the form of an absolute commitment with a securities company licensed to underwrite securities, according to the Annex No. 03A enclosed with this Circular. If there is a group of securities underwriters, the commitment on the securities underwriting must be enclosed with contract signed by the securities underwriters.

6. The Financial statements in the prospectus prescribed in Clause 2 Article 3 of this Circular shall be replaced with the project of investment approved by competent authorities. The signatures in the prospectus of the President of the Board of Directors, Director or General Director, Financial Director or Chief accountant of the issuer shall be replaced with the signatures of the founding stockholders of the issuer;

7. The commitment on the joint responsibility of the Board of Directors or founding stockholders for the issuing plan and the plan for using capital raised from the public offering of stocks;

8. The detailed plan for the public securities stock, specifying the ratio of successful offering or the minimum amount of money to be collected in the offering, and the handling plan in case the offering does not achieve the successful ratio or does not collect able to collect enough money;

9. The written appointment of a bank to supervise the use of capital raised from the offering;

10. The commitment of the Board of Directors or founding stockholders to trade their securities on the organized securities market within one year as from the commencement day of the enterprise;

11. The contract for consultancy on the dossier of application for public offering of stocks with the securities company.

Article 5. The dossier of application for public offering of stocks to establish a new enterprise engaged in hi-tech industries

The dossier of application for public offering of stocks to establish a new enterprise engaged in hi-tech industries include:

1. The documents proving that the enterprise is engaged in the hi-tech industry in which the investment is encouraged by statute;

2. The documents prescribed in Clause 1, 3, 4, 5, 6, 7, 8, 9, 10, 11 Article 4 of this Circular.

Article 6. The dossier of application for the initial public offering of stocks to establish a new joint-stock credit institution

The dossier of application for the initial public offering of securities to establish a new joint-stock credit institution includes:

1. The documents prescribed in Clause 1, 7, 8, 9, 11 Article 4 of this Circular;

2. The written approval from the State bank of Vietnam for licensing and establishing the joint-stock credit institution;

3. The draft charter of the credit institution that is conformable with law;

4. The Financial statements in the prospectus prescribed in Clause 2 Article 3 of this Circular shall be replaced with the business plan for the first 03 year from the year of establishment. The signatures in the prospectus of the President of the Board of Directors, Director or General Director, Financial Director or Chief accountant of the issuer shall be replaced with the signature of the Chief of the Board of establishment of the joint-stock credit institution;

5. The list of founding stockholders and their résumés;

6. The financial condition and information about the legal persons being anticipated major stockholders, according to the form in Annex 04 enclosed with this Circular;

7. The commitment of the founding stockholders to trade their securities on the organized securities market within one year as from the commencement day;

8. In case part or the entire dossier of application for public offering of stocks is certified by relevant organizations and individuals, then the issuer must send such written certifications to the State Securities Commission.

Article 7. The dossier of application for public offering of stocks in Vietnam of a enterprise established and operated in accordance with foreign law

The dossier of application for public offering of stocks in Vietnam of a enterprise established and run in accordance with foreign law includes:

1. The documents prescribed in Clause 1, 3, 4, 6, 7, 8, 9 Article 3 of this Circular;

2. The Financial statements in the prospectus prescribed in Clause 2 Article 3 of this Circular must be made in accordance with the international accounting standards, and audited by an audit organization accredited by the competent State agency of the home country;

3. The documents about the project of investment in Vietnam approved by competent agencies;

4. The commitment of the issuer to execute the project in Vietnam, and the commitment not to transfer the raised capital to abroad, and not to withdraw the private reciprocal capital within the licensed period of the project;

5. The commitment of the issuer to fulfill all the obligation according to the regulations on foreign currency management of stock issue in Vietnam and other regulations of Vietnam’s law;

6. The commitment on underwriting the securities issue in the form of an absolute commitment with a securities company established and operated in Vietnam, according to the Annex No. 03A enclosed with this Circular. If there is a group of securities underwriters, the commitment on securities underwriting must be enclosed with the contract signed by the securities underwriters.

7. The written appointment of a bank to supervise the use of capital raised from the offering.

Article 8. The dossier of application for public offering of stocks of a joint-stock company established after the consolidations or merger of enterprises

The dossier of application for public offering of stocks of a joint-stock company established after the consolidations or merger of enterprises includes the documents prescribed in Article 3 of this Circular. In case the joint-stock company established from the consolidation or merger has operated under 02 fiscal year, the Financial statement of the year succeeding the offering year of the issuer prescribed in Point c Clause 2 Article 3 of this Circular shall be replaced with the Financial statement of the same year of the consolidated companies or merged and merging companies.

Article 9. The dossier of application for public offering of stocks of major stockholders (including the state-owned general companies and corporations) that offer the equity’s capital in public companies

1. Article 9. The dossier of application for public offering of stocks of major stockholders (including the state-owned general companies and corporations) that offer the equity’s capital in public companies without the transaction system of Stock Exchanges include:

a) The written application for public offering of stocks according to the form in Annex 01C enclosed with this Circular;

b) The decision of the owner or the Board of Directors/the Member assembly, the Company President or General Director/Director as prescribed in the company’s charter (applicable to stockholders from the State), the General assembly of stockholders or the Board of Directors (applicable to stockholders being joint-stock companies); the Member assembly or the owner (applicable to stockholders being limited liability companies) through the sale of stock and the offering plan;

a) The prospectus according to the form in Annex 02B enclosed with this Circular;

d) The documents proving that the major stockholder are the legal owners of the securities being offered, and such securities are allowed by statute to be transferred;

dd) The Financial statement of the organization of which the securities are offered within the latest 02 years as prescribed in Point c Clause 2 Article 3 of this Circular;

e) The contract for consultancy on the dossier of application for public offering of stocks with the securities company, unless the issuer is a securities company.

2. The major stockholders (including the state-owned general companies and corporations) of the public companies, that are listed or registered at the Stock Exchanges, that sell their securities via the transaction system of Stock Exchanges must comply with laws on providing information about the transactions of major stockholders.

Article 10. The dossier of application for issuing securities for stock swap

The dossier of application for issuing securities for stock swap includes:

1. When swapping stock with one or some certain stockholders in another public company in order to increase the issuer’s ownership proportion of such public company:

a) The written application for additional stock issue, according to the form in Annex 01D enclosed with this Circular;

b) The Resolution of the General assembly of stockholders of the issuer, approving the plan for issuing and swapping;

c) The written approval for the rules of the swapped subjects;

d) The Resolution of the General assembly of stockholders of the public company of which the securities are swapped in case the issuer’s ownership proportion of the public company being swapped exceed the amount to be publicly bidden as prescribed by the Law on Securities;

dd) The documents proving the compliance to the regulations on the capital contribution ratio, the form of investment with the participation of foreign investors;

e) The latest audited annual financial statements of the issuer and the organization that have the swapped securities;

g) The written information disclosure according to the form in Annex 05 enclosed with this Circular;

h) The Decision of the Board of Directors on passing the dossier of issuing securities for stock swap. The dossier of issue of securities for stock swap of the enterprises engaged in conditional business must be enclosed with a written approval from specialized State management agencies.

2. The issue for swapping stock with unidentified stockholders in another public company in order to increase the issuer’s ownership proportion of such public company must comply with regulations on public bidding in the Government s Decree No. 58/2012/ND-CP dated July 20th 2010, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on amending and supplementing a number of articles of the Law on Securities.

3. The swap of all outstanding stocks in another public must comply with the consolidation or merger contract between the issuer and the public company:

a) The written application for additional stock issue, according to the form in Annex 01D enclosed with this Circular;

b) The Resolution of the General assembly of stockholders of the consolidated or merged companies on passing the consolidation or merger plan, the stock swap plan, and the business plan after the consolidation or merger;

c) The consolidation or merger contract signed between the parties must comply with the Law on Enterprises;

d) The draft the company’s charter after the consolidation or merger contract, approved by the Boards of Directors of the participants in the consolidation or merger;

dd) The written approval from the competition management agency for the consolidation or merger, or the commitment to comply with the Law on competition given by the Boards of Directors of the participants in the consolidation or merger;

e) The latest audited annual financial statements of the issuer and the organization that have the swapped securities;

g) The prospectus according to the form in Annex 02C enclosed with this Circular;

h) The Decision of the Board of Directors on approving the dossier of issuing securities for stock swap. The dossier of issue of securities for stock swap of the enterprises engaged in conditional business must be enclosed with a written approval from specialized State management agencies;

i) The documents proving the compliance to the regulations on the capital contribution ratio, the form of investment with the participation of foreign investors;

k) The contract for consultancy on the dossier and the stock swap agent with the securities company, unless the issuer is a securities company.

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

a) The written application for additional stock issue, according to the form in Annex 01D enclosed with this Circular;

b) The Resolution of the General assembly of stockholders of the issuer, approving the plan for issuing and swapping;

c) The latest audited annual financial statements of the issuer and the organization that have the swapped stock;

d) The written information disclosure according to the form in Annex 05 enclosed with this Circular;

dd) The Decision of the Board of Directors on approving the dossier of issuing securities for stock swap. The dossier of issue of securities for stock swap of the enterprises engaged in conditional business must be enclosed with a written approval from specialized State management agencies;

e) The documents proving the compliance to the regulations on the capital contribution ratio, the form of investment with the participation of foreign investors.

Article 11. The dossier of application for public offering of securities

The dossier of application for public offering of securities includes:

1. The written application for public offering of securities according to the form in Annex 01E enclosed with this Circular;

2. The prospectus made according to Annex 02D enclosed with this Circular must contain information prescribed in Clause 2 Article 3 of this Circular, the signature of the President of the Board of Directors therein, as prescribed in Point d Clause 2 Article 3, shall be replaced with the signature of the President of the Member assembly or the Company President if the issuer is a limited liability company;

3. The draft charter of the company that is conformable with law;

4. The Decision of the Board of Directors, the Member assembly, or the company’s owner on approving the issuing plan, the plan for using and repaying the capital raised from the public offering of securities;

If the issuer is a State-owned enterprise, the approving the issuing plan, the plan for using and repaying the capital raised from the public offering of securities must be approved by the owner or the Board of Directors/the Member assembly, the Company President, or General Director/Director according to the decentralization in the company’s charter;

5. The commitment on the securities underwriting made according to the form in Annex 03B enclosed with this Circular. If there is a group of securities underwriters, the commitment on securities underwriting must be enclosed with the contract signed by the securities underwriters. The documents about the commitment on securities underwriting may be submitted later, before the State Securities Commission issue the certificate of offering registration;

6. The Decision of the Board of Directors, the Member assembly, or the company’s owner on approving the dossier of public bond offering. The dossier of public bond issue of the issuer engaged in conditional business must be enclosed with a written approval from specialized State management agencies;

7. In case part or the entire dossier of application for public bond offering is certified by relevant organizations and individuals, then the issuer must send such written certifications to the State Securities Commission.

8. In case the capital is used for investment, trading, or developing real estate projects, the dossier must contain legal documents relevant to the land tenancy, the Investment certificate, the information about the land clearance and compensation, the decision on approving the plan for using the capital from the offering, and the detailed plan for capital use;

9. The contract for consultancy on the dossier of application for public bond offering with the securities company, unless the issuer is a securities company.

Article 12. The dossier of application for public offering of guaranteed corporate bonds

The dossier of application for public offering of guaranteed corporate bonds includes:

1. The documents prescribed in Article 11 of this Circular;

2. The commitment to fulfill the responsibility of the issuer to the investors for the conditions for issue, payment, ensure the lawful rights and interests of investors, and other conditions;

3. The written acceptance of the payment guarantee if the payment is guaranteed, enclosed with the latest annual financial statement of the guaranteed organization which is audited by an accredited audit organization;

4. The contract that has the guaranteed obligation between the bond issuer and the guaranteed organization, in case it is guaranteed by the property of a third party, enclosed with the list of collateral, the valid documents proving the ownership of the issuer or the guaranteed organization, and the insurance contract (if any) of such property; the unexpired certification of the collateral value (within 12 months as from the date of valuation) issued by a competent valuating organization; the certificate of collateral registration with competent agencies (if any);

5. The contract between the bond issuer and the representative of bond owners.

Article 13. The dossier of application for public offering of convertible bonds and bonds with attached warrants of a joint-stock company

The dossier of application for public offering of convertible bonds and bonds with attached warrants of a joint-stock company includes:

1. The documents prescribed in Clause 1, 2, 3, 5, 7, 8, 9 Article 11 of this Circular;

2. The Decision of the Board of Directors on approving the dossier of application for public bond offering. The dossier of public bond issue of the issuer engaged in conditional business must be enclosed with a written approval from specialized State management agencies;

3. The Decision of the Board of Directors on approving the issuing plan, the plan for using and repaying the capital raised from the public offering of securities;

4. The commitment to fulfill the responsibility of the issuer to the investors as prescribed in Clause 2 Article 12 of this Circular, and the following content:

a) The conditions and time limit for the conversion;

b) The conversion ratio and the method of calculating the converting price;

c) Other conditions (if any).

5. The plan for issuing stock before the maturity of the convertible bonds, bonds with attached warrants, or warrants with attached preference stocks (if any) and the plan for paying compensation to owners of convertible bonds.

Article 14. The dossier of application for public offering of stocks and bonds for many times

1. Apart from the prescribed documents, the dossier of application for public offering of stocks and bonds for many times must provide the following information in the prospectus:

a) The project of plan for using capital;

b) The sale plan specifying the anticipated subjects, quantity, and time of each offering. The anticipated offering period must not exceed 90 days.

2. Before each issue, the issuer must add the documents about the company’s condition, the use of money raised from the previous issues if the latter issue is at least 06 months after the previous issue from the day of finishing the previous issuing.

Article 15. The dossier of application for public bond offering of a joint-stock company established after the consolidations or merger of enterprises

The dossier of application for public bond offering of a joint-stock company established after the consolidations or merger of enterprises includes the documents prescribed in Article 11 of this Circular. In case the joint-stock company established from the consolidation or merger has operated under 02 fiscal year, the Financial statement of the year succeeding the offering year of the issuer prescribed in Point c Clause 2 Article 3 of this Circular shall be replaced with the Financial statement of the same year of the consolidated companies or merged and merging companies.

Article 16. The dossier of application for public bond offering in Vietnam of a enterprise established and operated in accordance with foreign law

The dossier of application for public bond offering in Vietnam of a enterprise established and operated in accordance with foreign law includes:

1. The documents prescribed in Clause 1, 3, 5, 6, 7, 8, 9 Article 11 of this Circular;

2. The Financial statements in the prospectus prescribed in Clause 2 Article 11 of this Circular must be made in accordance with the international accounting standards, and audited by an audit organization accredited by the competent State agency of the home country;

3. The documents about the project of investment in Vietnam approved by competent agencies;

4. The Decision of the Board of Directors, the Member assembly, or the company’s owner on approving the issuing plan, the plan for using and repaying the capital raised from the public offering of securities;

5. The commitment of the issuer to execute the project in Vietnam, and the commitment not to transfer the raised capital to abroad, and not to withdraw the private reciprocal capital within the licensed period of the project;

6. The commitment of the issuer to fulfill all the responsibilities according to the regulations on foreign currency management of bond issue in Vietnam and other regulations of Vietnam’s law;

7. The commitment on securities underwriting in the form of an absolute commitment with a securities company established and operated in Vietnam, according to the Annex No. 03B enclosed with this Circular. If there is a group of securities underwriters, the commitment on securities underwriting must be enclosed with the contract signed by the securities underwriters.

8. The written appointment of a bank to supervise the use of capital raised from the offering.

Article 17. The dossier of issuing new securities as the basis for offering depository receipts overseas

The dossier of issuing new securities as the basis for offering depository receipts overseas includes:

1. The documents prescribed in Clause 3, 5, 6, 7, 9 Article 3 of this Circular;

2. The written application for securities issue, according to the form in Annex 06 enclosed with this Circular;

3. The written information disclosure according to the form in Annex 07 enclosed with this Circular;

4. The Financial statement as prescribed in Point c Clause 2 Article 3 of this Circular;

5. The Decision of the General assembly of stockholders on approving the plan for capital raising in the form of issuing new securities as the basis for offering depository receipts overseas;

6. The scheme for issuing the depository receipts overseas based on the new securities. This scheme must satisfy the offering requirements in accordance with the law of the home country;

7. The documents proving the satisfactory overseas ownership ratio as prescribed.

Article 18. The dossier of supporting the issue of depository receipts overseas based on the securities issued in Vietnam.

The dossier of supporting the issue of depository receipts overseas based on the securities issued in Vietnam includes:

1. The documents prescribed in Clause 3, 5, 6, 7 Article 3 and Clause 6, 7 Article 17 of this Circular.

2. The written information disclosure according to the form in Annex 08 enclosed with this Circular;

3. The Decision of the General assembly of stockholders on approving the support for the offering of depository receipts overseas based on the issued securities.

Article 19. The dossier of application and report on the result of public bidding

1. The dossier of public bidding includes:

a) The written application for public bidding, according to the form in Annex 09 enclosed with this Circular;

b) The written information sheet about the public bidding, according to the form in Annex 10 enclosed with this Circular;

c) The documents prescribed in Clause 2, 3, 4, 5, 7 Article 42 of the Government s Decree No. 58/2012/ND-CP dated July 20^th2010, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on amending and supplementing a number of articles of the Law on Securities;

2. The result sheet of the public bidding, according to the form in Annex 11 enclosed with this Circular;

Chapter III

RECEIVING AND HANDLING DOSSIERS OF APPLICATION FOR PUBLIC OFFERING OF SECURITIES

Article 20. Receiving dossiers of application for public offering of securities

The dossier of application for public offering of securities is made in Vietnamese and sent to the State Securities Commission, together with an electronic file sent to an address provided by the State Securities Commission. The copies of documents in the dossier must be authenticated. The original documents in the dossier in foreign languages must be enclosed with Vietnamese translations, which is certified by a organization licensed for translation in Vietnam.

Article 21. Handling dossiers of application for public offering of securities

1. If the dossier needs amendment and supplementation, the State Securities Commission must send the written request to the issuer, specifying the amendment and supplementation within 07 working days from the day of receiving the dossier. The time of amendment and supplementation is not included in the time limit for handling the dossier;

2. Within 30 days as from receiving the complete and valid dossier, the State Securities Commission shall issue the certificate of public offering of securities registration. The refusal must be explain in writing by the State Securities Commission;

3. Within 30 days as from receiving the complete and valid dossier, the State Securities Commission shall issue the written approval or refusal for the dossier of issuing new stocks as the basis for offering depository receipts overseas, and the dossier of supporting the issue of depository receipts overseas based on the issued stocks of that organization in Vietnam. The refusal must be explain by the State Securities Commission;

4. If the approval is granted, the organization that issues stocks as the basis for offering depository receipts overseas, or the organization that supports the issue of depository receipts overseas based on the stocks issued in Vietnam, must send the copy of the dossier of application for offering depository receipts when applying for the official registration with the competent agency of the home country to the State Securities Commission;

5. Before the dossier of application for offering depository receipts overseas is approved by the competent agency of the home country, the organization that issues new stocks as the basis for offering depository receipts overseas, or supports the issue of depository receipts overseas based on the stocks issued in Vietnam, must notify the changes and supplementation (if any) in the dossier of application to the State Securities Commission;

6. The depository receipts being traded overseas may be annulled at the request of their owners. The organization that issues depository receipts are responsible for notifying the quantity of depository receipts being annulled to the Vietnam Securities Depository and the State Securities Commission on 15^thand 30^thevery month;

The annulled depository receipts must not be reissued unless the issuer apply for a registration with the State Securities Commission as prescribed in Article 18 of this Circular;

7. After the depository receipts are annulled, the transactions and posting of stocks as the basis for depository receipts overseas shall comply with the regulations of the Stock Exchange.

Article 22. Time limit for amending and supplementing the dossier

Within 60 days as from the State Securities Commission requests the issuer, in writing, to amend or supplement the dossier of application for public offering of securities, the issuer must complete the dossier at the request of the State Securities Commission. If the issuer fails to amend or supplement the dossier after such deadline, the State Securities Commission shall skip that dossier.

Article 23. Completing the procedure for issuing the certificate of registration of public offering of securities

Within 03 working days as from receiving the notification from the State Securities Commission, the issuer shall send 06 official prospectus to the State Securities Commission to complete the procedure for issuing the certificate of registration of public offering of securities.

Chapter IV

PROVIDING INFORMATION AND REPORTING THE RESULT OF PUBLIC OFFERING OF SECURITIES

Article 24. Announcing the issue

Within 03 working days as from the Certificate of registration of securities offering takes effect, the issuer shall announce the issue on three consecutive issues of an electronic newspaper or newspaper that is published nationwide, using the form in Annex 12A and 12B enclosed with this Circular. The announcement of the issue and the official prospectus must also be posted on the websites of the issuer and the Stock Exchange where the securities are posted or registered (if any)

Article 25. Reporting the offering result

The issuer must report the result of the securities offering to the State Securities Commission within 10 days as from the end of the offering. The report on the offering result includes:

1. The report on the securities offering result according to the form in Annex 13A and 13B enclosed with this Circular;

2. The certification of the bank where the escrow account is opened, or the supervising bank, of the money collected from the offering (unless the stocks are issued for swapping)/ The public offering of securities of credit institutions, the escrow accounts must not be opened at such credit institutions.

Article 26. Posting information about the reception of the offering result

Within 07 working days as from receiving the complete and valid report on the securities offering result as prescribed in Article 25 of this Circular, the State Securities Commission shall post the information about the reception of the report on the securities offering result on its website. after sending the report on the offering report to the State Securities Commission, the issuer may unblock the money collected from the offering.

Article 27. Re-applying for business registration with the new charter capital

Unless the major stockholders offer stocks to the public, within 15 days as from the end of the offering, the issuer must send a dossier to the Service of Planning and Investment of the province or city where the issuer is issued with the Certificate of business registration in order to carry out the procedure for changing the business registration with the new charter capital as prescribed by the Law on Enterprises.

Chapter V

IMPLEMENTATION ORGANIZATION

Article 28. Effects

This Circular takes effect on January 03^rd2013, and supersedes the Circular No. 17/2007/TT-BTC dated March 13^th2007 of the Ministry of Finance, guiding the dossier of application for public offering of securities, and the Circular No. 112/2008/TT-BTC dated November 28^th2008 of the Ministry of Finance, amending and supplementing the Circular No. 17/2007/TT-BTC dated March 13^th2007 of the Ministry of Finance, guiding the dossier of application for public offering of securities.

The form of the prospectus of public offering of stocks, the form of the prospectus of public bond offering promulgated together with the Decision No. 13/2007/QĐ-BTC dated March 13^th2007 of the Minister of Finance are annulled.

Article 22. Implementation organization

Organizations and individuals are recommended to send feedbacks on the difficulties arising during the course of implementation to the Ministry of Finance for consideration and settlement./.