DECISION

ISSUING MODEL PROSPECTUS IN APPLICATION FILES FOR REGISTRATION OF A PUBLIC OFFER OF SECURITIES OR FOR REGISTRATION OF SECURITIES LISTING ON THE STOCK EXCHANGE/SECURITIES TRADING CENTRE

THE MINISTER OF FINANCE

Pursuant to the Law on Securities 70/2006/QH11 dated 29 June 2006;

Pursuant to Decree 14/2007/ND-CP dated 19 January 2007 on implementation of a number of articles of the Law on Securities;

Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on the function, duties, powers and organizational structure of the Ministry of Finance;

Upon the proposal of the Chairman of the State Securities Commission,

DECIDES:

Article 1.- To issue with this Decision the model prospectus in application files for registration of a public offer of securities or for registration of securities listing on the Stock Exchange or a Securities Trading Centre, comprising:

1. Model prospectus for a public offer of securities, Appendix 1 issued with this Decision.

2. Model prospectus for a public offer of bonds, Appendix 2 issued with this Decision.

3. Model prospectus for securities and bonds listing at the Stock Exchange/Securities Trading Centre, Appendix 3 issued with this Decision.

4. Model prospectus for a public offer of investment fund certificates, Appendix 4 issued with this Decision.

5. Model prospectus for a public offer of securities by a securities investment company listed on the Stock Exchange, Appendix 5 issued with this Decision.

Article 2

This Decision shall take effect fifteen days after the date on which it is published in the Official Gazette. The Chairman of the State Securities Commission, the head of the Office of the Ministry of Finance, heads of ministerial equivalent bodies, the Director of the Stock Exchange, Directors of Securities Trading Centres, and organizations and individuals concerned shall be responsible for the implementation of this Decision.

APPENDIX 1

MODEL PROSPECTUS FOR A PUBLIC OFFER OF SHARES
(Issued with Decision 13-2007-QD-BTC dated 13 March 2007 of the Minister of Finance)

(Cover Page)

THE FACT THAT THE STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF REGISTRATION OF THIS PUBLIC OFFER OF SHARES ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE SHARES. ANY ANNOUNCEMENT CONTRARY TO THE ABOVE SHALL BE ILLEGAL.

PROSPECTUS

COMPANY: ABC
(Business Registration Certificate number... issued by…………………………………….…. dated……..)

PUBLIC OFFER OF SHARES
(Offer Registration Certificate number… /DKCB issued by the Chairman of the SSC dated ..............)

PRINCIPAL UNDERWRITER
(or ISSUING AGENT)

Company: …………………….

Company: ………..……….….

CO-UNDERWRITERS (If any)

Company: ……………………

Company: ……………………

This prospectus and its supplementary documents shall be provided at......... from date………………

The person in charge of providing information is:

Name....................................................                         Telephone number: ..............................

(Cover Page)

COMPANY: ABC
(Business Registration Certificate number... issued by…………………………………….…. dated……..)

PUBLIC OFFER OF SHARES

Name of shares:

Par Value: Selling Price:

Total quantity of the offer: (Specify the quantity of the public offer and quantity to be sold directly to institutional investors, if any)

Total value of the offer:

UNDERWRITER (or ISSUING AGENT):

PRINCIPAL UNDERWRITER:

1. COMPANY...........(Clearly state the address of the head office, telephone number, business fax number)

2. COMPANY...........(Clearly state the address of the head office, telephone number, business fax number)

3..........

CO-UNDERWRITERS:

1. COMPANY ..........(Clearly state the address of the head-office, telephone number, business fax number)

2. COMPANY...........(Clearly state the address of the head-office, telephone number, business fax number)

3..........

AUDITOR:

COMPANY ...........(Clearly state the address of the head office, telephone number, business fax number)

CONSULTANTS:

COMPANY ...........(Clearly state the address of the head office, telephone number, business fax number)

(Cover Page)

TABLE OF CONTENTS

Page.

Risk factors influencing the price of the shares on offer.

Key persons responsible for the contents of the Prospectus.

Definitions.

Status and characteristics of issuing organization.

The shares on offer.

Purpose of the offer.

Plan for use of the amount generated from the offer.

Relevant parties to the offer.

Appendices.

CONTENTS OF PROSPECTUS

I. RISK FACTORS: (Clearly analyze the influence of risk factors on the offer tranche, on the price of the shares on offer, and on the project which will use the capital generated from the offer).

1. Applicable to organizations which are not credit institutions or non-banking financial organizations:

1.1 Economic risks.

1.2 Legal risks.

1.3 Specific risks (industry, company, operational sector).

1.4 Risks of the offer and of the project using the amount generated from the offer.

1.5 Other risks.

2. Applicable to credit institutions and non-banking financial organizations:

2.1. Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).

2.2. Credit risks: (Analyse the possible risks if for any reason some companies [borrowers] fail to repay their debts).

2.3. Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets and liabilities in foreign currencies, stating whether the net result is advantageous or not).

2.4. Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).

2.5. Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, leading to what affect on the financial situation of the bank).

2.6. Legal risks.

2.7. Risks of the offer and of the project using the amount generated from the offer.

2.8. Other risks: (force majeure risks, risk of a natural calamity and so forth.)

II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS

1. Issuing Organization:

We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.

2. Underwriters and Consultants

Legal representative: Mr/Ms: . . . . . . . . . . . . . . . .  Title: . . . . . . . . . . . . . .

This Prospectus is a part of the application file for registration of an offer which was prepared by (name of underwriter and/or consultant) on the basis of a consulting agreement (underwriting agreement) with (name of issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of issuing organization).

III. DEFINITIONS

(Words and abbreviated phrases in the Prospectus, difficult words and words which may cause misunderstanding need to be defined).

IV. STATUS AND CHARACTERISTICS OF ISSUING ORGANIZATION

(In the case of an additional offer, this part may be summarized but it must still ensure that it contains all the following contents):

1. Summary of establishment and development progress.

2. Company organizational structure (and group corporate structure, if any) (expressed in a diagram and enclosing an explanation).

3. Company management structure (expressed in a diagram and enclosing an explanation).

4. List of shareholders (names and addresses) holding over 5% of company equity; List of founding shareholders and ratio of shares held (if the regulations restricting transfer are still effective); shareholder structure (domestic and international organizations and individuals and holding ratios).

5. List of parent companies and affiliates of the issuing organization, companies in which the issuing organization holds a controlling right or controlling shares, and companies holding a controlling right or controlling shares in the issuing organization.

6. Business Operation.

6.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:

6.1.1. Product output/value of services throughout the years (ratio of each product/service over revenue and profit).

6.1.2. Raw materials:

- Source of raw materials.

- Stability of this source of supply.

- Influence of price of materials on revenue and profit.

6.1.3. Production costs (stating whether high or low, competitive or not).

6.1.4. Technology level.

6.1.5. Status of research and development of new products (if any).

6.1.6. Status of checking product/service quality:

- Current quality management system.

- Company’s quality checking department.

6.1.7. Marketing operations.

6.1.8. Trademarks, registered inventions and copyright.

6.1.9. Large contracts currently being performed or which have been signed in the past (names, value, time for implementing, products, parties to the agreements).

6.2. Applicable to credit institutions and to non- banking financial organizations:

6.2.1 Company’s main business line:

- Types and quality of products/services.

- Capital mobilization (Structure, ratio of domestic and international mobilized capital of the issuing organization during the last 2 or 3 years).

- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, and interest rate risks: Categorize all these during the most recent 2 to 3 years).

- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, domestic and international payment services during the most recent 2 to 3 years).

- Agency banking operations (if any).

6.2.2 Risk management and capital preservation.

6.2.3 Markets:

- Branch network.

- Customer base and customer oriented services.

- Market share and competitive capacity.

6.2.4 On-going projects for developing business operations.

7. Company’s production and business operational results for the last 2 years:

7.1 Summary of criteria on company’s business activities for the last 2 years:

- Business outcome:

- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business in the last 2 years).

7.2 Factors influencing business operations of the company for the reported year (Specify the main factors, and in a case of decrease in business results of the company then the reasons must be given).

8. The company’s position as compared with that of other companies in the same industry:

- The company’s position in its industry:

- Prospects of the industry:

- Evaluation of the consistency between the company’s developmental orientation and the industry’s developmental orientation, and with State policies and the global tendency.

9 Labour policy:

- The number of employees in the company.

- Training policy, salaries, bonus, benefits, and so on:

10. Dividend policy (specifying payout during the last two years and other relevant policies).

11. Financial status.

11.1 Applicable to organizations which are not credit institutions or non-banking financial organizations:

11.1.1 Basic criteria (for the last year):

- Fixed asset depreciation calculation: (State whether it is in line with the legal requirements, and whether there any changes in the depreciation policy.)

- Average salary: (Compare it with that of other companies in the same industry in the same geographical area.)

- Payment of due debts: (State whether they are paid on the due date and in full.)

- Payable accounts [taxes etc.] specified by law: (State whether they are paid in accordance with law.)

- Deductions for Funds required by law: (State whether they are maintained in accordance with the charter and with law.)

- Outstanding debt balance: (Specify overdue loans, guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debts, recoverability of loans).

- Status of other credits and debts: (Accounts receivable, accounts payables).

11.1.2 Basic financial criteria (depending on each industry):

11.2 Applicable to credit institutions and to non-banking financial organizations:

(The ratios mentioned above are set out in Decision 292/1998/QD-NHNN5 dated 27 August 1998 of the Governor of State Bank of Vietnam).

12. Board of Directors, Board of Management, Board of Controllers, Chief Accountant:

- List (Names, ages, ID card numbers).

- CVs, including:

+ Current position and current position held in other organizations, experience with other companies, certificates/degrees, and ratio of securities owned by him/her or by relatives.

+ Debts owing to the company (if any).

+ Interests [or benefits] related to the issuing organization (if any).

13. Assets (Plant and equipment owned by the company).

14. Plan on next years’ profit and dividends:

Specify the bases for achieving the planned profit and dividends.

15. Evaluation by the consultant of the profit and dividend plan:

16. Information about commitments not yet implemented by the issuing organization (information on convertible bonds, on land lease agreements and so forth).

17. Information about legal disputes involving the company which might influence the share price of the offer (if any).

V. SHARES ON OFFER

1. Class of shares.

2. Par value.

3. Total estimated shares on offer (Clearly specify the ratio of shares to be sold directly to investors, if any).

4. Estimated price of the offer.

5. Pricing method.

6. Distribution method (name of issuing agent and/or underwriter, responsibility of each organization to distribute the shares).

7. Distribution period of shares.

8. Subscription [Registration to purchase:] (Time, quantity, payment, share conversion, benefits of share buyers, minimum subscription number, and time and manner of paying back money if the number of the subscription fails to reach the minimum level).

9. Method of exercising rights (in case of an offer to raise capital which includes the right to buy shares; in the case of an offer of convertible preferential shares; or an offer which includes securities rights):

- Conditions, period for exercising rights.

- Convertible ratio and calculation method of the buying price and/or conversion.

- Calculation method and payment of [damages for] loss if rights are not exercisable.

- Other terms relating to the interests of the owners of share options or securities rights.

10. Limitation on holding ratios applicable to foreigners.

11. Limitations on transfer.

12. Relevant taxes (income tax and other taxes relevant to the shares on offer).

13. Escrow bank account for receiving monies for purchase of shares.

VI. PURPOSE OF THE OFFER

1. Purpose of the offer.

2. Feasibility Study.

- State which body prepared the feasibility study (if the feasibility study was prepared by the issuing organization, please specify) and as approved by which competent authority (if any).

- State the main contents of the feasibility study (economic arguments) such as: objectives; theoretical and practical bases; the implementation plan; the parties participating; the relevant financial issues and so forth.

- When mobilizing capital to implement an investment project with supplementary bank financing, clearly state the limits on the bank’s commitment to extend credit.

- Set out the opinions of independent experts on the feasibility study (if any).

VII. PLAN ON USING THE AMOUNT GENERATED FROM THE OFFER

(Clearly state each step of the plan on using the amount generated from the offer):

VIII. RELEVANT PARTIES TO THE OFFER

- State the names and addresses of the head offices of, and introduce briefly the relevant parties to the offer: Underwriter or issuing agent, auditor and consultants and so forth.

- The underwriter (or consultant) must state its own opinion on the offer; set out the number of shares underwritten; the costs and conditions attached.

IX. APPENDICES:

1. Appendix I: A valid copy of business registration certificate.

2. Appendix II: A valid copy of the Company Charter.

3. Appendix III: Audit report (Provide this report verbatim [Repeat the exact words]).

4. Appendix IV: Financial Statements.

5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors and of the Board of Controllers.

6. Appendix VI: Introduce the legal documents relating to the issuing organization and to the offer, and minutes of asset evaluation (if any).

7. Appendix VII: Asset valuation [Plant and machinery] (if any).

8. Appendix VIII: Report on any legal disputes.

9. Miscellaneous Appendices (if any).

APPENDIX 2

MODEL PROSPECTUS FOR A PUBLIC OFFER OF BONDS
(Issued with Decision 13/2007/QD-BTC dated 13 March 2007 of the Minister of Finance)

(Cover Page:)

THE FACT THAT THE STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF REGISTRATION OF A PUBLIC OFFER OF BONDS ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE BONDS. ANY ANNOUNCEMENT CONTRARY TO THE ABOVE SHALL BE ILLEGAL.

PROSPECTUS

COMPANY: ABC
(Business Registration Certificate number...........issued by…………………….. dated... )

PUBLIC OFFER OF BONDS
(Offer Registration Certificate number..... /DKCB issued by the Chairman of the SSC dated……..)

PRINCIPAL UNDERWRITER
(or ISSUING AGENT)
Company:..........

Company:..........

CO-UNDERWRITERS (If any)

Company:.........

Company:.........

This prospectus and supplementary documents shall be provided at....................... from date……………

The person in charge of providing information is:

Name.........................................                                   Telephone number:...............

(Cover Page)

COMPANY: ABC
(Business Registration Certificate number.... …issued by…………............... dated ...........

PUBLIC OFFER OF BONDS

Name of bonds:

Class of bonds: (Guaranteed? Not guaranteed? Convertible? Are they accompanied by share rights?)

Maturity date:

Interest rate:

Interest payment period:

Par value:

Selling price:

Total quantity of the offer: (Specify the quantity of bonds on offer to the public and the quantity to be sold directly to institutional investors, if any).

Total value of the offer:

PRINCIPAL UNDERWRITER:

1. COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).

2. COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).

3. ..........

CO-UNDERWRITERS (if any):

1. COMPANY ..........(State clearly the address of the head-office, telephone number, business fax number)

2. COMPANY...........(State clearly the address of the head-office, telephone number, business fax number)

3. ..........

AUDITORS:

COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).

CONSULTANTS:

COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).

REPRESENTATIVE ORGANIZATION FOR BONDS OWNERS:

COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).

(Cover Page)

TABLE OF CONTENTS

Page

Risk factors influencing the bonds price of the offer.

Key persons responsible for the contents of the prospectus.

Definitions.

Status and characteristics of the issuing organization.

Bonds on offer.

Purpose of the offer.

Plan for using the amount generated from the offer.

Relevant parties to the offer.

Appendices.

CONTENTS OF PROSPECTUS

I. RISK FACTORS: (Clearly analyze the influence of risk factors on the offer, on the price of the bonds on offer and on the project which will use capital generated from the offer):

1. Applicable to organizations which are not credit institutions or non-banking financial organizations:

1.1 Economic risks:

1.2 Legal risks:

1.3 Exclusive sector risks (industry, company, sector risks):

1.4 Risks of the offer and of the project to use capital generated from the offer:

1.5 Other risks:

2. Applicable to credit institutions and non-banking financial organizations:

2.1 Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).

2.2 Credit risks: (Analyse the possible risks if for any reason some companies [borrowers] fail to repay their debts).

2.3 Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets and liabilities in foreign currencies, stating whether the net result is advantageous or not).

2.4 Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).

2.5 Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, leading to what affect on the financial situation of the bank).

2.6 Legal risks:

2.7 Risks of the offer and of the project using the amount generated from the offer:

2.8 Other risks: (force majored risks, natural disaster risks and so forth.)

II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS

1. Issuing Organization:

We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.

2. Underwriters and Consultants

Legal representative: Mr./Ms: . . . . . . . . . . . . . . . . Title: . . . . . . . . . . . . . . .

This Prospectus is one part of the application file for registration of an offer which was prepared by (provide the name of the underwriters or consultants) on the basis of a consulting agreement (or an underwriting agreement) with (provide the name of the issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (provide the name of the issuing organization).

III. DEFINITIONS

(Words and abbreviated phrases in the Prospectus or difficult words and words which may cause misunderstanding need to be defined).

IV. STATUS AND CHARACTERISTICS OF ISSUING ORGANIZATION

1. Summary of establishment and development progress:

2. Company’s managerial organization structure (and group corporate structure, if any) (expressed in a diagram and enclosing an explanation):

3. Company management structure (expressed in a diagram and enclosing an explanation):

4. List of parent companies and affiliates of the issuing organization, of companies in which the issuing organization holds the controlling right or controlling shares, and of companies holding a controlling right or controlling shares in the issuing organization:

5. Business Operation

5.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:

5.1.1. Product output/service value throughout the years (ratio of each product/service over revenue and profit):

5.1.2 Trademarks, registered inventions and copyright:

5.1.3. Product output/service value throughout the years (ratio of each product/service over revenue and profit):

5.2. Applicable to credit institutions and to non- banking financial organizations:

5.2.1 Company’s main business line:

- Types and quality of products/services:

- Capital mobilization (Structure, ratio of domestic and international mobilized capital of the issuing organization during the last 2 or 3 years):

- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, interest rate risks: Categorize all these during the most recent 2 to 3 years);

- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, domestic and international payment services during the most recent 2 to 3 years):

- Agency banking operations (if any).

5.2.2 On-going projects for developing business operations:

6. Company’s production and business operational results for the last 2 years:

- Results of business activities:

- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business in the last 2 years).

7. Policy on profit sharing or dividends (Specify divided profit sharing or dividend payout ratio for the last 2 years and policies relating to profit sharing or dividend payout if issuing convertible bonds).

8. Financial Status

8.1 Applicable to organizations which are not credit institutions or non-banking financial organizations:

8.1.1 Basic criteria (for the last year):

- Payment of due debts: (Were they paid in full and on time?)

- Payable items [such as taxes] specified by law: (Were they paid in compliance with law?)

- Outstanding debt balance: (Specify any overdue loans, any guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debt, and the ability to recover debts).

- Status of other debits and credits: (accounts receivable, accounts payables)

8.1.2 Main financial criteria (depending on each industry):

* Debt ratios in order to calculate the above means total short-term and long-term debts.

** Equity capital shall be calculated according to the regulations in the Standard Accounting System of Vietnam issued by the Ministry of Finance.

8.2 Applicable to credit institutions and to non-banking financial organizations:

(The ratios mentioned above are set out in Decision 292-1998-QD-NHNN5 dated 27 August 1998 of the Governor of State Bank of Vietnam).

9. Board of directors, Board of Management, Board of Controllers, and Chief Accountant

- List (Names, ages, ID card numbers).

- CVs, including:

+ Current  position  and  current  position  held  in  other  organizations,  experience  with  other companies, certificates/degrees, and ratio of securities owned by him/her or by relatives;

+ Debts owing to the company (if any).

+ Interests [or benefits] related to the issuing organization (if any).

10. Assets (Property, plant, and equipment owned by the company):

11. Plan on bonds offer tranches in the next three years (class, total value, duration etc.)

12. Plan on the following years’ profit:

- Specifying bases for achieving the planned profits and dividends.

13. Evaluation by the consultants of the profit plan:

14. Information about commitments not yet implemented by the issuing organization (information on bonds which have been issued but have not yet matured for payment or conversion; information on any land lease agreements and so forth).

15. Information about legal disputes affecting the company which may influence the price of the bonds on offer (if any).

V. BONDS ON OFFER

1. Legal documents relating to the offer:

2. Class of bonds:

3. Interest rate:

4. Date for payment of interest:

5. Par value:

6. Total estimated number of bonds on offer (Specify the ratio of bonds to be sold directly to institutional investors, if any)

7. Estimated price of the offer:

8. Pricing method:

9. Distribution method (issuing agent or underwriter, names, responsibility of each organization to distribute the bonds).

10. Distribution period of bonds:

11. Subscription [Registration to purchase:] (Time, quantity, payment, bond conversion, benefits of bond buyers, minimum subscription number, and time and manner of paying back money if the number of the subscription fails to reach the minimum level):

12. Rights of bonds owners:

13. The method of exercise of the rights (where the offer is of convertible bonds, or of bonds accompanied by securities rights).

- Rights enclosed with the bonds;

- Conditions, and period for exercising rights;

- Convertible ratio and calculation method of the buying price and/or conversion price;

- Calculation method and payment of damages if rights are not exercisable;

- Other conditions relating to the interests of owners of securities rights.

14. Commitments on the guarantee (in the case of an offer of guaranteed bonds):

- Name of guarantors:

- Guarantee form (guarantee by partial or entire payment, or by assets):

- Guarantee assets (listing in detail assets, asset value, name of assessing organization, pricing method, and insurance agreement, if any).

15. Relevant taxes (income tax and other taxes relating to bonds on offer):

16. Escrow bank account for receiving monies for purchase of bonds: VI            PURPOSE OF THE OFFER

1. Purpose of the offer

2. Feasibility Study

- State  which  body  prepared  the  feasibility  study  (if  the  feasibility  study  was  prepared  by  the issuing organization, please specify) and as approved by which competent authority (if any).

- State the main contents of the feasibility study (economic arguments) such as objectives; theoretical and practical bases; the implementation plan; the parties participating; the relevant financial issues and so forth.

- When mobilizing capital to implement an investment project with supplementary bank financing, clearly state the limits on the bank’s commitment to extend credit.

- Set out the opinions of independent experts on the feasibility study (if any).

VII. PLAN ON USE AND REPAYMENT OF AMOUNT GENERATED FROM THE OFFER

(Specify each step of the plan on use and repayment of the amount generated from the offer).

VIII. RELEVANT PARTIES TO THE OFFER

- State the names and addresses of the head offices of, and introduce briefly the relevant parties to the offer: Underwriter or issuing agent, auditor and consultants and so forth.

- The underwriter (or consultant) must state its own opinion on the offer; set out the number of bonds underwritten; the costs and conditions attached.

IX. APPENDICES:

1. Appendix I: A valid copy of business registration certificate.

2. Appendix II: A valid copy of the Company Charter.

3. Appendix III: Audit report (Provide this report verbatim [Repeat the exact words]).

4. Appendix IV: Financial Statements.

5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors and of the Board of Controllers.

6. Appendix VI: Introduce the legal documents relating to the issuing organization and to the offer, and minutes of asset evaluation (if any).

7. Appendix VII: Asset valuation [Plant and machinery] (if any).

8. Appendix VIII: Report on any legal disputes.

9. Miscellaneous Appendices (if any).

APPENDIX 3

MODEL PROSPECTUS FOR SECURITIES/BONDS LISTING AT STOCK EXCHANGE/SECURITIES TRADING CENTRES
(Issued with Decision 13-2007-QD-BTC dated 13 March 2007 of the Minister of Finance)

(Cover Page)