Decision No. 895/QD-UBCK dated October 29th, 2012 of the State Securities Commission promulgating the sample regulation on share auction at the stock exchanges

DECISION

PROMULGATING THE SAMPLE REGULATION ON SHARE AUCTION AT THE STOCK EXCHANGES

THE PRESIDENT OF THE STATE SECURITIES COMMISSION

Pursuant to the Government s Decree No.59/2011/NĐ-CPdated July 18^th2011 on the conversion of 100%-state-owned enterprises into joint-stock companies;

Pursuant to the Prime Minister’s Decision No.112/2009/QĐ-TTgdated September 11^th2009 on the defining the functions, tasks, powers and organizational structure of the State Securities Commission affiliated to the Ministry of Finance;

Pursuant tothe Circular No.196/2011/TT-BTCdated December 26^th2011 of the Ministry of Finance, guiding the first sale of stock, the management and use of the money collected from the equitization of100%-state-owned enterprises into joint-stock companies;

At the proposal of the Director of the Department of Stock Issuance Management,

DECIDES:

Article 1.Promulgating together with this Decision the Sample Regulation on the share auction at the Stock Exchanges, superseding the Sample Regulation promulgated together with the Decision No.521/QĐ-UBCKdated August 13^th2008 of the President of the State Securities Commission.

Article 2.The Stock Exchanges that hold the share auctions for enterprises or owners shall issue the Regulation on auctions based on this Sample Regulation in accordance with current law provisions.

Article 3.The Stock Exchanges shall establish criteria for choosing securities companies as auction agents and distance-ordering auction agents.

Article 4.Annually, theStock Exchanges shallapprove the securities companies that satisfy the criteria for beingauction agents and distance-ordering auction agents.

Article 5.This Decisions takes effect on the date of its signing.

Article 6.The Chief officer, the Director of the Department of Stock Issuance Management, the Director of the Stock Exchange of Ho Chi Minh city, the Director of the Stock Exchange of Hanoi, the Director of the Vietnam Securities Depository, Heads of units affiliated to the State Securities Commission, and relevant parties shall implement this Decision./.

SAMPLE REGULATION

ON SHARE AUCTION AT THE STOCK EXCHANGES
(Promulgated together withthe Decision No. 895/QĐ-UBCK datedOctober 29^th2012, promulgating the share auction at the Stock Exchange)

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Regulation is applicable to the share auction of ……….. (Name of the issuing organization) held at the Stock Exchange ……………….. (Name of the Stock Exchange)

Article 2. Interpretation of terms

The terms in this Regulation are construed as follows:

1.Share auctionis the public sale of the securities of the .................. (name of the issuing organization) to the investors with competitive prices;

2.Investors are Vietnamese or foreign organizations and individuals prescribed in Article 6 ofthe Government s Decree No. 59/2011/NĐ-CP dated July18^th2011 on the conversion of 100%-state-owned enterprises into joint-stock companies;

3.The agency deciding the equitization is ……………. (name of the agency competent to decide the equitization);

4.Bid incrementis the difference of prices between the bids;

5.Amountincrementis the difference ofamountbetween the bids;

6.Auction priceis the price for stock offered by the investor written in the bidding sheet;

7.Face valueof a security being put up for auction is 10,000 VND;

8.Reserve priceis the initial price of a security being offered, given by the agency deciding the equitization, or the Steering Committee of the equitization.

9.Depositis an amount of money paid by the participant in the auction in order to protect the right to buy securities;

10.The share-auctioning organization is the Stock Exchange …………………… (Name of the Stock Exchange);

11.Unsold shares of the auctionis the shares refused to be bought by the auction winner, and the shares not being bought during the public auction;

12.Unsuccessful share auctionis and auction without participants or with only 01 participant;

13.Theauction organization board is theorganizationestablished bythe Stock Exchange …………………… (Name of the Stock Exchange)in order to hold the share auction and do the relevant works as prescribed;

14.Auction agentsare the securities companies participating in the organization of the auctions based on the agent contract signed with the Stock Exchange ……. (Name of the Stock Exchange).

15.The share auction council is the organization directing the share auction, comprising: The representative of the auction organization board, the representative of the Steering committee of equitization, the representative of the seller, the representative of the advisory organization, and the representative of the investors (if any)The president of the share auction council is the representative of the share-auctioning organization, and signs the documents on behalf of the share auction council;

16.The ending day of auctionis the day all the information on the bidding sheets of the investors is entered into the system, and the auction result is given;

17.The ending day of share saleis the last day the investor makes the payment for the share purchase according to the notice of the share-auctioning organization;

18.Ordering at the Stock Exchangeis entering the information on the bidding sheet of the investor into the direct auctioning system at the Stock Exchange;

19.Ordering at the auction agentis entering the information on the bidding sheet of the investor into the direct auctioning system at the auction agent;

20.Distance-ordering auction agentsare the eligible auction agents chosen by the Stock Exchange to order at the auction agents.

Chapter 2.

SPECIFIC PROVISIONS

Article 3. Responsibilities and authority of the Steering committee of equitization

1. Sending documents relevant to the equitization and the application for holding the auction using the form in Annex 04 of the Circular No.196/2011/TT-BTCto theStock Exchange …………… (Name of the Stock Exchange), and sign the contract to hold the auction with theStock Exchange …………… (Name of the Stock Exchange).

2. Inspecting, completing, and being responsible for the accuracy and sufficiency of the notification relevant to the enterprise as prescribed. In case the Steering committee of equitization authorizes an advisory organization to compile the notification, such advisory organization must be jointly responsible for the accuracy and sufficiency of the notification.

3. Cooperating with the share-auctioning organization to notify the investors of the information relevant to the enterprise and the auction at least 20 working days before the auction. The notification at the enterprise and the place of auction comprises:

- The Regulation on the share auction of the enterprise;

- The Decision on approving the equitization plan (using the form in Annex 01 of the Circular No.196/2011/TT-BTC)and the equitization plan;

- The information relevant to the equitized enterprise using the Annex No. 2 of the Circular No. 196/2011/TT-BTC; for large companies in which the State’s investment is more than 500 billion VND (after the financial settlement and value determination), that engage in the special industries (insurance, banking, post and telecommunications, aviation, coal extraction, petroleum extraction, and extraction of other valuable resources), the parent companies of corporations and general companies, the notification made under the Annex 02 of the Circular No. 196/2011/TT-BTC must be enclosed with an English translation;

- The information relevant to the sale of shares (including the information about selling shares to strategic investors, employees, the Union, and the underwriting agreement (if any));

- The Draft of the Charter of organization and operation of the joint-stock company in accordance with the Law on Enterprises and relevant law provisions;

- The application for participating in the auctions using the form No. 6a and 6b of the Circular No. 196/2011/TT-BTC;

- Other information relevant to the auction as prescribed.

4. Sending representatives to join the share auction council, and participating in the inspection and supervision of the auction as prescribed by this Regulation and current law provisions.

5. Summarizing and reporting the status and the results of the share auction to the agency competent to approve the equitization.

6. Settling the unsold shares of the first auction as prescribed in Article 40 of the Decree No.59/2011/NĐ-CP.

7. Cooperating with the share-auctioning organization in making presentation on the enterprise (if necessary).

Article 4. Responsibilities of the share auction council

1. Organizing, directing, and participating in the inspection and supervision of the auction as prescribed.

2. Deciding the composition auction committee if the share-auctioning organization decides to order at the auction agents.

3. Inspecting the validity of the box of bidding sheets and the bidding sheets.

4. Handling the violations of the Auctioning regulation and other violations depending on their seriousness.

5. Making and signing the written confirmation of the auction results, using the form No. 03 of the Circular No. 196/2011/TT-THE MINISTRY OF FINANCE, together with the share-auctioning organization, the representative of the Steering committee of equitization, and the representative of the enterprise.

Article 5. Responsibilities of the enterprise

1. The enterprise must open an escrow account. The escrow account is an account separately opened at a commercial bank to separate the money collected from the sale of shares.

2. Providing sufficient, accurate documents and information for the Steering committee of equitization (including the equitization plan, the draft of the Charter of organization and operation of the joint-stock company) before selling the shares.

3. Sending representatives to join theshare auction council.

4. Keeping the application for participating in the auction and the bidding sheets of investors after the auction.

Article 6.Responsibilities and authorityof theshare-auctioning organization

1. Requesting the Steering committee of equitization to provide all the documents and information about the equitization as prescribed.

2. Reaching an agreement with the Steering committee of equitization and the enterprise on the time and location of the auction as prescribed.

3. Choosing a method of ordering (ordering at the Stock Exchange or at the auction agent).

4.Sending representatives to join the share auction counciland act as the President of the share auction council. Issue the Decision on establishing the share auction council and the Regulation on share auction as prescribed.

5. Notifying the registration as auction agents to the securities companies before disclosing the information relevant to the auction at least 22 working days before the anticipated date of the auction.  Signing the auction agent contracts with auction agents.

6. Announcing the information relevant to the sale of shares, using the form in Annex 05 of the Circular No. 196/2011/TT-BTC, at the enterprise, the auction location, on means of mass media (03 consecutive issues of a newspaper published nationwide and a local newspaper) at least 20 working days before holding the auction. The information provided for the investors must be post on the website of the website of the share-auctioning organization and the auction agents, comprising:

-The Regulation on the share auction of the enterprise;

-The Decision on approving the equitization plan (using the form in Annex 01 of the Circular No. 196/2011/TT-BTC) and the equitization plan;

-The information relevant to the equitized enterprise using the Annex No. 2 of the Circular No. 196/2011/TT-BTC; for large companies in which the State’s investment is more than 500 billion VND (after the financial settlement and value determination), that engage in the special industries (insurance, banking, post and telecommunications, aviation, coal extraction, petroleum extraction, and extraction of other valuable resources), the parent companies of corporations and general companies, the notification made under the Annex 02 of the Circular No. 196/2011/TT-BTC must be enclosed with an English translation;

-The information relevant to the sale of shares (including the information about selling shares to strategic investors, employees, the Union, and the underwriting agreement (if any));

-The Draft of the Charter of organization and operation of the joint-stock company in accordance with the Law on Enterprises and relevant law provisions;

-The application for participating in the auctions using the form No. 6a and 6b of the Circular No. 196/2011/TT-BTC;

-Other information relevant to the auction as prescribed.

If the provided information is not consistent with that provided by the Steering committee of equitization and the enterprise, the share-auctioning organization is responsible before law.

7. Inspecting and supervising the information disclosure and other issues relevant to the share auction of auction agents.

8. Summarizing and comparing the number of registration reported by auction agents and that on the system after the registration period for investors. The share-auctioning organization must announce the number of investors and the number of registered shares (sorted by organization and individual) on the auction location and means of information of the share-auctioning organization at least 02 working days before the anticipated date of auction as prescribed in Clause 2 Article 13 of this Regulation.

9. Keeping the secret about the bids offered by the investors until the final result is announce.

10. Organizing the auction.

11. Being responsible for the auction result as prescribed.

12. Within 03 working days after the auction, based on the auction result, theshare-auctioning organization,the representative of the share auction council,the representative of the Steering committee of equitization, and the representative of the enterpriseshall make and sign the written confirmation of the auction result using the Annex 03 of the Circular No. 196/2011/TT-BTC.

13. Within 03 working days as from making the written confirmation of the auction results, the Steering committee of equitization an the share-auctioning organization shall announce the share auction results and the collect the payment for the share purchase.

14. Sending the auction result toauction agents.

15. The share-auctioning organization shall transfer the deposit paid by the investors that invalidly participate in the auction (violate the Auctioning regulation) to the escrow account of the equitized enterprise to handle in accordance with the provisions on the management and use of money collected from the equitization.

16. Transferring the money collected from the sale of sharesto the escrow account of the equitized enterprisewithin 05 working days as from the deadline for paying for the shares of the investors.

17. Send the applications for bidding and the bidding sheets of the investors to the Steering committee of equitizationwithin 10 working days as from the deadline for paying for the shares of the investors.

18. Doing other activities relevant to the share auction.

Article 7. Responsibilitiesand authority ofan auction agent

1.Signing the auction agent contract withthe Stock Exchange and act as an auction agent when the Stock Exchange requests.

2. Cooperating with the share-auctioning organization to announce the information about the share auction at the auction location, provided by the share-auctioning organization, on the website and means of mass media of the auction agents.

If theannouncedinformation is not consistent with that provided by the share-auctioning organization, the auction agentis responsiblefor paying compensation as prescribed bylaw.

3. Providing information relevant to the enterprise and the auction for the investors, together with the applications for bidding.

4. Receiving the applications for bidding and the deposits, checking the conditions for bidding, updating the information about the auction registration of the investors on the auctioning system of the Stock Exchange, and handing out the bidding sheets to the qualified investors; the bidding sheets must contain the basic information in Annex 01 of this Regulation.  If the investors are not qualified for bidding, the auction agent must notify them and return the deposit to them (if they have paid the deposit).

5. Inspecting, comparing, and being responsible for the accuracy and sufficiency of the application for bidding of the investors, compared to the information entered into the auctioning system.

6. Summarizing and reporting the investors’ registration to the Stock Exchange, and send the deposit and the list of the investors participating in the auction (using the form provided by the Stock Exchange) within 02 working days as from the deadline for registration.

7. When handing out bidding sheets, the representative of the auction agent must disclose the following information:

- The name of the equitized enterprise, the anticipated charter capital, the number of shares being sold, the number of shares put up for open auction, the number of investors, and the number of registered shares;

- The reserve price of the offered shares and the acts considered violations of the Auctioning Regulation that make the investors excluded from the auction and the deposit non-refundable;

- The auction procedure and the principles for determining the right to buy shares at the auction price;

- Answering the questions of the participants.

8. The deadline for receiving bidding sheets from investors is ……………………… (hour and date)

8a.Ordering at the Stock Exchange:

The auction agent must send the box of bidding sheets to the share-auctioning organization as prescribed in Clause 4a Article 13 of this Regulation. The box of bidding sheets must be sealed in front of the investors.

The auction agent is responsible before the investors if they do not send all the bidding sheets to the Stock Exchange punctually, if they lose the bidding sheets, or make other mistakes.

8b. Ordering at theauction agent:

The distance-ordering auction agents must establish an auctioning committee.The auctioning committee shall inspect the validity of thebidding sheets, and supervise the entry of information on valid bidding sheets of the investors into the auctioning system. The auctioning committee must obtain the opinions about the difficulties from the share auction council form prompt settlement.

After receiving the bidding sheets, the distance-ordering auction agents must seal the box of bidding sheets in front of the investors, and send it to the share-auctioning organization.Ordering at the auction agent isresponsible for the accuracy of theinformation on the bidding sheetbeing enteredinto the auctioningsystem.

The distance-ordering auction agent is responsible to the investors if they fail to enter or insufficiently or in correctly enter the information on the bidding sheets into the auctioning system, or commit other mistakes.

9. Notifying and sending the auction result tothe investors.

10.Within 05 working daysafter the auction, theauction agent must return the deposit to the unsuccessful investors that validly participated in the auction.

11. Collect the money from the buyer punctually.

12. Send the money collected from the buyer and the list of successful investors that pay for the shares to the Stock Exchange within 02 working days after the deadline for paying for the purchased shares..

13.Within 05 working days after thedeadline for making the payment for the share purchase,the auction agent mustsend all the bidding documents of the investors to the share-auctioning organization.

14. Doing other relevant activities.

Article 8. Responsibilitiesof an investor participating in the auction

1. Submitting the application for bidding and the papers proving the capability of civil acts (of an individual), or proving the legal status (of an organization) using the form No. 6a or 6b of the Circular No. 196/2011/TT-BTC.

2. Foreign investorsmust comply with Clause 2 Article 6 ofthe Government s Decree No. 59/2011/NĐ-CPand Clause 4 Article 7 of the Circular No. 196/2011/TT-BTC.

3. Paying the deposit, being 10% of the total shares registered based on the reserve price, to the account of the auction agent (where they apply for bidding) at least 5 working days before the auction day.

4. Submitting the bidding sheet and follow the auction provisions. The investor shall be excluded from the auction and the deposit shall be non-refundable if the investor commits violations.

5. Completely and punctually making the payment for the share purchase.

Article 9. Information disclosure

1. The share-auctioning organization ... (Name of the Stock Exchange), together with the seller and the auction agents, must disclose information about the auction using the form in Annex 05 of the Circular No. 196/2011/TT-BTC on:  

- 3 consecutive issues of … (names of the newspapers);

- The website of the seller, the share-auctioning organization, the auction agent, and the advisory organization (if any): the names and addresses of the websites where the information is posted;

The share-auctioning organization must ensure the accuracy information according to the documents provided by the seller..

2. The specific information relevant to the equitized enterprise and the auction is posted at:

-The share-auctioning organization ... (Name of the Stock Exchange),address: … ;

- ... (name and address of the equitized enterprise); - The auction agents that receive the application prescribed in Clause 4 Article 11 of this Regulation;

- The names and addresses of the websites where the information is posted.

Article 10. The participants in the auction and relevant provisions

1. The participants in the auction:Vietnamese or foreign organizations and individuals prescribed in Article 6 of the Government s Decree No. 59/2011/NĐ-CP dated July18^th2011 on the conversion of 100%-state-owned enterprises into joint-stock companiesmay participate in the auction if the following conditions are satisfied:

- Having a legal status (applicable to an organization); having a specific and clear address. The representative must have a Letter of attorney. An individual must have an ID papers and be capable of civil acts;

- For foreign investors: apart from the provisions applicable to Vietnamese organizations and individuals, a foreign investor must open a deposit account at a organization that provide payment services as prescribed by Vietnam’s law provisions on foreign currencies. All activities relevant to the purchase of shares must be done using this account;

- The intermediary financial institutions that receive investment trust from both Vietnamese and foreign investors must separate the number of investors and the number of shares registered by each investor;

2. The subjects excluded from the first shares auction:

- The members of the Steering committee of equitization, except for the members being the representatives of enterprises;

- The intermediary financial institutions and the individuals thereof that participate in the consultancy and determination of the enterprise value, the Financial statement audit, and the audit organization that determines the enterprise value;; except for the underwriting organizations that buys the undistributed shares under the underwriting contracts;

-The share-auctioning organizationand the individuals thereof that are relevant to the auction;

- The subsidiary companies and associate companies in the same corporation, the general company, and the parent company – subsidiary companies.

Article 11. Procedure for applying for the bidding, and deposit payment

1. The investor print the application form or receive it at the auction agents at the addresses and on the websites provided in Clause 2 Article 9 of thisRegulation.

2. Deposit payment

The investor must pay a deposit equal to 10% of the total shares registered according to the reserve price before … (hour and date - at least 05 working days before the date of auction). The deposit must be paid in VND (in cash or via bank transfer) to the account of the auction agent where the investor applied for bidding. The deposit does not generate any interest.

3. Submitting the application for bidding

The investor must fill the application form and submit it at the at the place of application, and present:

- For Vietnamese individuals:

+ ID card or passport. If the individual is authorized, a Letter of attorney made under the form in Annex 02 of this Regulation is compulsory;

+ The note of payment or the note of transfer.

- Vietnamese organizations must also submit the Certificate of business registration or an equivalent paper, the Letter of attorney in case the procedures are carried out by the legal representative of the organization, apart from the papers applicable to Vietnamese individuals.

- Theforeignorganizations and individuals:must also present the written certification of opening anaccount at a organization that provide payment services as prescribed by Vietnam’s law provisions on foreign currencies.

4. The time and location for applying and paying deposits

- The time for applying: from … to …

-The location for applying and paying depositson the share purchase:

The auction agents (in the attached list) (including the name, the address, the number of the account to which the deposit is sent, and the payment for the share purchase).

After completing the registration procedure, the investor shall be issued with a bidding sheet.

5. The investor may only change or withdraw from the auction before the deadline for application stated above. When withdrawing from the auction, the investor must submit an application for withdrawing using the form in Annex 03 of this Regulation, provided bythe share-auctioning organization.

Article 12. Making and submitting the bidding sheet

1. The investor shall specify the amount, the bid, and sign on the bidding sheet. A validbidding sheetis:

- A bidding sheet issued by the auction agent, stamped by the issuer, and contain all the information as prescribed; the sheet must not be changed or damaged, the bid must not be lower than the reserve price; the total ordered shares is equal to the registered amount.Thebidding sheet must be put in an envelop signed by the investor on the flap as prescribed.

- The deadline for balloting:

+ Directly submit at the auction agent before ….. (hour and date);

+ Send by post in a registered mail to the auction agents before … (hour and date); the time of receiving the bidding sheet is the time the auction agent signs the reception note with the investor or with the postman.

2. If the bidding sheet is changed or damaged, the auction agents must request to agent to provide a new one after submitting the old one.

3. If the bidding sheet is lost, the investor must make and submit an application for another biding sheet, using the form in Annex 04 of this Regulation, to the auction agent where they applied for bidding. The old bidding sheet is considered null and void.

Article 13. The time and location of the auction

1. The location of the auction: the Stock Exchange … (name of the Stock Exchange), address: ...

2. Time of the auction: … (hour and date)

3. The auction agents must stop receiving the bidding sheets from the investors before … (hour and date)

4a.Ordering at the Stock Exchange:the auction agent shall send the box of bidding sheets tothe Stock Exchange … (name of the Stock Exchange) at least 01 hour before the time of auction. if the auction is held at 02 Stock Exchanges, the list of auction agents that send the box of bidding sheets to each Stock Exchange must be provided.

4b.Ordering at the auction agent:the distance-ordering auction agentmay not send the box to the share-auctioning organization before the time of auction..At the time of auction, the auction agent shall enter the information on the valid bidding sheets ofthe investor into the auction system.

Article 14. Provisions on the auction

The Steering committee of equitization shall cooperate with the share-auctioning organizationin determining:

- The number of offered shares: …

-Thecategoryof offered shares: …

- The face value: …

- The reserve price: …

-The bid increment: …

- The amount increment: …

- The maximum and minimum amount: ...

- The number of eligible foreign investors:

- The prices and minimum prices:

Article 15.The conditions for holding the auction

Before the auction, the share-auctioning organizationshall check and determine:

- The list of the investors qualified for bidding;

- The number of bidding sheets;

The auction is held when there are at least 02 investorsqualified for bidding. If this condition is not satisfied, the auction is consider unsuccessful.

Article 16. Holding the auction

1. At the time of opening the box of bidding sheets, the Chief of the auction organization board or the authorized person shall announce the information such as:

-The name of the equitized enterprise, the anticipated charter capital, the number of shares being sold, the number of shares put up for open auction, the number of investors, and the number oforderedshares;

- The number of agents participating in the auction and the number of boxes ofbidding sheetsreceived;

- The order and procedure for theauction,and the principles for determining the right to buy shares at the auction price;

-Answering the questions of the participantsor relevant parties.

2.Entering the information onbidding sheets

2a. Ordering at the Stock Exchange: at the time of auction, the share-auctioning organization shall enter the information on the bidding sheets into the system of share auction;

2b. Ordering at theauction agent: at the time of auction, thedistance-ordering auction agentsshall enter the information on the bidding sheets into the system of share auction;the auction committee shall obtain the opinions from the share auction council when finding invalid bidding sheets.

3. Determining the auction result

The auction result is determined as prescribed in the Circular No. 196/2011/TT-BTC, in particular:

- According to the bids in the descending order until all the shares are sold. The bids must not be lower than the reserve price. The sale price is the successful price of each investor, meaning the successful investor shall pay at the price they offered.

- At the lowest winning price, if the investors (including foreign investors) offer the same price, but the residual shares is fewer than the total number they applied to purchase at the lowest wining price, then the shares of each successful investor shall be determined as follows:

The fractional shares (if any) shall be allocated to the investor that applied to buy the greatest amount at that price.

If the amount of share a foreign investor may purchase is limited, the auction result shall be determined as guided above, but the amount of shares that the foreign investor may purchase must not exceed the maximum amount as prescribed by current law provisions.

The auction result shall be written in the Record on the auction result using the form inAnnex 03 of the Circular No. 196/2011/TT-BTC, with the signatures of the representative of the share-auctioning organization,the representative of the share auction council, the representative of the Steering committee of equitization, and the representative of the enterprise.

Article 17.Notifying the auction result to the investors.

1. The share-auctioning organization (the Stock Exchange) must send the auction result to the auction agents within 01 working days after theauction.

2. The investor shall receive the result directly at the auction agents within 04 working days after the auction. If the investor does not receive the result, the auction agent shall send the auction result by post in the next working day (the 5^thworking day after the auction).

Article 18. The method and location for making the payment for the share purchase

1. Based on the auction result provided by the auction agent, the successful investor shall pay for the purchased shares within10 days after theauction result is announced.

2. The deposit shall be offset against the payment as prescribed in Clause4 Article 7 of the Circular No. 196/2011/TT-BTC.

3. The payment for the share purchase must be made in VND, in cash or via bank transfer to the auction agent, where the investor applied).  The auction agent shall send the payment for the share purchase tothe Stock Exchange… (name of the Stock Exchange)within 02 working days after the deadline formaking payment.The Stock Exchange … (name of the Stock Exchange) shall collect and send all the payment for the share purchase to the escrow account of the equitized enterprise after 05 working days after the deadline for making payment for the share purchase.If the auction agent or the Stock Exchange … (name of the Stock Exchange) does not send the money collected from the share auction on time, they must pay the interest to the receiver according to the number of days the transfer is delayed at the interest  rate of the bank where the share-auctioning organization opens its account, unless otherwise agreed by the relevant parties.

Article 19.Handling violations

1. The following acts are considered violating Auctioning regulation, that makethe deposit non-refundable

- Failing to submit thebidding sheet;

- The bidding sheet does not comply with Clause 1 Article 12 of this Regulation, or the bidding sheet is damaged or changed that make the prices or the ordered amount unidentifiable;

- The deposit proportional to the registered amount that is not order shall not be refunded;

- Offering prices lower than the reserve price;

- Failing to specify the prices and/or the amounton the bidding sheet;

- Failing to make the payment for part of or all the shares that they may purchase according to the auction result. The investor shall not get back the deposit proportional to the amount of shares that they refuse to purchase. In case only part of the payment is made by the investor, the amount of shares that they were able to purchase shall be priced based on the bids offered by such investor in descending order.

2. The share auction council must consider and handle the violations in Clause 1 this Article and other violations depending on their seriousness.

Article 20.Settling the unsold shares

In case the shares are not completely sold,the share-auctioning organizationshall requestthe share auction councilto settle as prescribed.

(This part is not compulsory, depending on the auction record): based on the list of participating investors, the share-auctioning organization (auction agent) shall notify the participated investors of the open sale of the unsold shares within 05 working days after the deadline for making payment prescribed in this Regulation.

Article 21. Settling an unsuccessful auction

If the share auction is not successful, within 03 working days as from the deadline for application, the share-auctioning organization shall notify the Steering committee of equitization and the equitized enterprise of the unsuccessful auction.

(This part is not compulsory, depending on the written agreement on the share auction): the Steering committee of equitization shall request the competent agency that approves the equitization plan to adjust the reserve price, but the reserve price must not be lower than the face value of the next open sale using the method of direct agreement. The share auction organizers shall announce the next open sale of the shares using the method of direct agreement.

Article 22. Settling the deposit

1. The share-auctioning organization must refund the deposit paid by the unsuccessful investors that validly participated in the auction to the auction agents within 02 working days after the share auction.

2.Within 05 working days after the auction, the auction agent mustrefundthe deposit to the unsuccessful investors that validly participated in the auction.

3. For the participants eligible for purchasing the shares according to the auction result, the deposit shall be deducted from the total amount payable.

4.The share-auctioning organization shall transfer the deposit paid by the investors that violate the Auctioning regulation, as prescribed in Clause 1 Article 19 of this Regulation,to the escrow account of the equitized enterprisefor settlement.

Article 23. Other provisions

1. All questions and complaints of investors (if any) must be mentioned and  resolved in the auction. The auction organization board is not responsible for any question or complaint of the investors after the auction ends.

2. The share-auctioning organization and auction agents are not responsible for the values of the shares put up for auction, unless the information provided by the issuing organization is not sufficiently and correctly announced.

Article 24. Effects

ThisRegulationtakeseffect on the date of its signing.