Decision No. 999/QD-UBCK dated November 19, 2015 of the State Securities Committee of Vietnam promulgating the model statute for selling shares in blocks at auction at the Stock Exchange

THE MINISTRY OF FINANCE

THE STATESECURITIES COMMITTEE OF VIETNAM 

Decision No. 999/QD-UBCK dated November 19, 2015 of the State Securities Committee of Vietnam promulgating the model statute for selling shares in blocks at auction at the Stock Exchange

Pursuant to the Law on management and investment of state capital in enterprises dated November 26, 2014;

Pursuant to Decision No. 112/2009/QD-TTg dated September 11, 2009 of the Prime Ministry defining functions, tasks, power and apparatus of the State Securities Committee of Vietnam directly under the Ministry of Finance;

Pursuant to Decision No. 41/2015/QD-TTg dated September 15, 2015 of the Prime Minister providing for selling shares in blocks;

At the request of the Director of the Securities Issuance Management Department;

DECIDES:

Article 1.To promulgate under this Decision the model statute on selling shares in blocks at auction via the Stock Exchange.

Article 2.This Decision takes effect on the signing date.

Article 3.Chiefs of the Secretariats, Director of Securities Issuance Management Department, General Director of Ho Chi Minh City Stock Exchange, General Director of Hanoi Stock Exchange, General Director of Vietnam Securities Depository, Heads of affiliated units of the State Securities Committee of Vietnam and relevant parties shall implement this Decision./.

The Chairman

Vu Bang

MODEL STATUTE

FOR SELLING SHARES IN BLOCKS AT AUCTION VIA THE STOCK EXCHANGE(Promulgated under Decision No. 999/QD-UBCK dated November 19, 2015 promulgating model statute for selling shares in block at auction via the Stock Exchange)

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This statute applies to selling shares in blocks at auction held by the owner’s representative ….. (name of regulatory Ministries/ Provincial-level People’s Committees/ Economic Corporations/ companies 100% charter capital of which is held by the State) in a joint-stock company….(name of joint-stock company) (joint-stock companies that have not been listed or registered on Upcom)via the Stock Exchange…. (name of Stock Exchange)

Article 2. Interpretation of terms

In this statute, these terms can be construed as follows:

1.Selling shares in block at auctionmeans publicly selling shares of the owner’s representative....(name of ownership organization) in a joint-stock company (name of joint-stock company) to the investors with the price competition provided that each investor must register for buying total shares offered in a block.

2.Owner’s representativeis an agency or organization who is appointed by the Government to perform powers and liabilities of a state owner’s representative for an enterprise established by its own decision or manage and perform powers and liabilities for state capital invested in a joint-stock company (consisting of: regulatory Ministries, provincial-level People’s Committees, economic corporations, state incorporations and companies 100% charter capital of which is held by the State).

3.Investorsinclude domestic or overseas organizations and individuals as stipulated at Article 10 of this statute.

4.Organization approving the plan on selling shares in blocksis…. (name of organization competent to approve the plan on selling shares in blocks)

5.Bidis the price for shares offered by the investor and written in the Bidding sheet.

6.Face value per share put up for auctionis VND 10,000.

7.Starting price per shareis the initial offering price for each share decided by the competent authority basing on evaluation results of the licensed price appraisal organization.

8.Starting price of a block of sharesis the starting selling price of one share multiplied by the quantity of shares of a block.

9.Depositmeans an amount paid in advance by the investor to secure the right to buy shares.

10.Unsuccessful auctionmeans an auction in which no investor buys shares (because the investor violates auction rules or the successful investor refuses to buy shares).

11.The auction organization boardis the organization established by the Stock Exchange …………………… (Name of the Stock Exchange) in order to hold the share auction and fulfill relevant works as prescribed.

12.The share auction councilis the organization directing the share auction, comprising: the attorney of the owner’s representative, the representative of the auction organization board, the representative of the advisory organization and the representative of the company shares of which are put up for auction. The chairperson of the share auction council is the attorney of the owner’s representative and signs the documents on behalf of the share auction council.

13.The investor capacity evaluation councilis an organization performing selection of investors competent to buy shares in blocks, comprising: the representative of the owner’s representative, the representative of the company shares of which are put up for auction, the representative of the auction organization board and the representative of the advisory organization. The chairperson of the investor capacity evaluation council is the representative of the owner’s representative and signs the documents on behalf of the evaluation council on investor’s capacity.

14.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 determined.

15.The ending day of a competitive offeringis the day all the information on the competitive bidding sheets is entered and the competitive offering result is determined.

16.The ending day of share saleis the last day the investor makes the payment for the share purchase according to the notice of the Stock Exchange.

17.Escrow accountis a separate account opened at a commercial bank for blocking all earnings from the share sale.

18.Unqualified auctionis an auction that is not participated by any qualified investor or participated by only one qualified investor.

Chapter II

SPECIFIC PROVISIONS

Article 3: Responsibilities of the owner’s representative

1.Sending the application for holding the auction and documents concerning the plan on selling shares in blocks at auction to the Stock Exchange ………… (Name of the Stock Exchange) and sign the contract to hold the auction with the Stock Exchange …………… (Name of the Stock Exchange).

2.Assuming responsibilities for the accuracy and sufficiency of the notification of enterprise’s information as prescribed.

3.Hiring an advisory organization which is a securities company to prepare and submit auction documents to the Stock Exchange. If the advisory organization prepares the notification of information as authorized by the owner s representative, it shall bear joint responsibilities for the accuracy and sufficiency of such notification.

4.Appointing a representative to join the share auction council and the investor capacity evaluation council and act as chairpersons of the aforementioned councils at once. Making decisions on establishing the share auction council and the evaluation council on investors’ capacity and setting up auction rules as prescribed.

5.Making decision on deposit ratio provided that it shall be not lower than 10% of the starting price of each block of shares as a principle.

6.Making decision on standards for selecting the investors to buy shares in blocks as stipulated at Article 5 and Article 6 of Decision No. 41/2015/QD-TTg dated September 15, 2015 of the Prime Minister on selling shares in blocks (hereinafter referred to as Decision No. 41/2015/QD-TTg).

7.Coordinating with the Stock Exchange in presenting the enterprise s information to the investors (in case of need).

8.Taking actions against unsuccessful auction or unqualified auction.

9.Keeping applications and documents registering for buying shares and bidding sheets submitted by the investors after the completion of each auction.

10.Keeping the investors’ capacity profiles and other documents concerning the evaluation of the investors’ capacity.

11.Opening an escrow account.

12.Aggregating and submitting reports to the competent authorities on auction status and result.

Article 4. Responsibilities of the investor capacity evaluation council

1.Setting up and promulgating operating regulations of the investor capacity evaluation council and forms of capacity profiles of the investors who are qualified and eligible for buying shares in blocks as stipulated at Article 6 of Decision No. 41/2015/QD-TTg and Clause 6 Article 3 of this statute. The evaluation council’s chairperson shall sign its operating regulations defining functions, tasks and powers of council’s members; process on evaluation of the investors’ capacity profiles; principles and standards for evaluating whether such profiles to be qualified or not; principles of taking response to contradictions in members’ opinions.

2.Receiving the investors’ capacity profiles within stipulated period.

3.Organizing an evaluation for the investors competent to buy shares in blocks as stipulated at Article 6 of Decision No. 41/2015/QD-TTg and Clause 6 Article 3 of this statute and a written approval shall be sent to the qualified investor.

4.Sending response in which reasons of disqualification shall be clearly stated to the unqualified investors for buying shares in blocks.

5.Coordinating with the Stock Exchange to announce the list of qualified investors at the head office of the owner’s representative and via mass media of the owner’s representative and the Stock Exchange basing on the evaluation council’s results.

Article 5. Responsibilities of the share auction council

1.Directing, inspecting and supervising the auction activities in accordance with the laws.

2.Checking the legality of the ballot-box and bidding sheets.

3.Taking actions against any violation of the auction regulations and other violating cases subject to each violation level.

4.Preparing and signing the Minutes on auction results together with the representative of the Stock Exchange, the representative of the owner’s representative, the representative of the company shares of which are put up for auction and the representative of the advisory organization.

Article 6. Responsibilities of the company shares of which are put up for auction

1.Providing the owner’s representative with full and accurate documents on the company’s information.

2.Coordinating with the owner’s representative and the investors in survey of the company’s operating situation.

3.Appointing a representative to join in the investor capacity evaluation council.

4.Appointing a representative to join in the share auction council.

Article 7. Responsibilities of the Stock Exchange

1.Requesting the owner’s representative to provide with sufficient documents and information on selling shares at auction as prescribed.

2.Coming to an agreement with the owner’s representative about the auction time and location as prescribed.

3.Appointing a representative to join in the share auction council and the investor capacity evaluation council and inspecting and supervising the auction activities in accordance with this statute and other applicable stipulations.

4.Providing the investors with the company’s information and auction information and bidder registration forms.

5.Receiving bidder registration forms, receiving deposits, checking the bidders’ qualification, entering the investors’ information into the bidding system and delivering bidding sheets to qualified investors. Bidding sheet must contain basic contents under forms stipulated at Annex No. 02 of this statute. The Stock Exchange must notify and refund the deposit (if any) to the unqualified investor.

6.The Stock Exchange shall publish, at the auction location and via its mass media, the list of qualified investors as stipulated at Clause 5, Article 4 of this statute, and total investors registering for buying shares (classified to be organization or individual) , within 07 days and 02 days respectively, before the estimated auction date.

7.Checking and bearing responsibilities for the accuracy and sufficiency of the investors’ bidding registration documents which are entered into the bidding system.

8.Receiving the investors’ bidding sheets at….hour(s)….minute(s), on ..…. (date), at the latest.

9.Keeping secret of the bids offered by the investors until the auction result is officially announced.

10.Organizing and executing the auction.

11.Bearing responsibility for verifying auction result as prescribed.

12.Within 01 working day as of the ending day of auction, the representative of the Stock Exchange, the representative of the share auction council, the representative of the owner’s representative, the representative of the company shares of which are put up for auction and the representative of the advisory organization shall simultaneously, basing on auction result, prepare and sign the Minutes on verification of auction result.

13.Within 01 working day as of the preparing date of the Minutes on verification of auction result, the Stock Exchange shall preside, with the coordination of the owner’s representative, over the announcement of the auction result and collection of the payment for shares.

14.Notifying and sending the auction result to the investors.

15.Collecting the payment for shares on schedule.

16.Within 03 working days as of the ending day of auction or the ending day of competitive offering, the Stock Exchange shall refund the deposits to the unsuccessful investors who have legally participated in the auction.

17.Transferring the deposits of the investors who have illegally participated in the auction (due to violation of auction rules) into the escrow account of the owner’s representative.

18.Transferring earnings from sale of shares into the escrow account of the owner’s representative within 02 working days as of the deadline of the investor’s payment for buying shares.

19.Sending the bidder registration forms and bidding sheets to the owner’s representative within 10 days as of the deadline of the investor’s payment for buying shares.

20.Performing other relevant works.

Article 8. Responsibilities of the bidders

1.Sending the investor s capacity profile to the investor capacity evaluation council.

2.Sending bidder registration form and documents proving civil capacity for individual or legal entity for organization to the Stock Exchange.

3.Making full payment of deposit to the account of the Stock Exchange.

4.Submitting bidding sheet and performing bidding in accordance with regulations. In case of violation, the investor s right to participate in the auction shall be abrogated and no deposit shall be refunded.

5.Making payment for buying shares in full and on schedule if the bidder is successful in the auction.

6.Making reports and publicizing information in accordance with applicable regulations on publicizing information on the stock market if the investor becomes a major shareholder or internal shareholder of a public company.

Article 9. Publishing of information

1.The owner’s representative shall coordinate with the Stock Exchange to publish the information concerning selling of shares at the auction location and via the mass media (on 03 consecutive editions of 01 national newspapers and those of 01 local newspapers where the company’s head office is located) at least 20 days before the auction date. The information provided for the investors must be put in the websites of the owner’s representative, the Stock Exchange and the advisory organization and includes the following contents:

- Auction rules for selling shares of the owner’s representative at the joint-stock company…….;

- The competent authority’s decision on approving the plan of selling shares in blocks at auction;

- Information concerning the company shares of which are put up for auction and the sales of shares;

- Information concerning registration for participating in the auction, conditions for investors, standards for qualified investors and forms of the investors’ capacity profiles;

- Charter of the Joint-stock Company…..;

- Bidder registration forms according to those promulgated by the Stock Exchange;

- Other auction-related information as prescribed.

The Stock Exchange shall publish the aforementioned information exactly as provided by the owner’s representative.

2.Specific information concerning the company shares of which are put up for auction and the auction information shall be published at:

- The Stock Exchange….. (name and address of the Stock Exchange);

- The owner’s representative……. (name and address);

-The advisory organization ….. (name and address);

- Address name and names of websites on which the information is published.

Article 10. The participants in the auction and relevant provisions

1.The Vietnamese or foreign organizations and individuals may participate in the auction if the following conditions are satisfied:

a) Their names must be appeared in the list of qualified investors as stipulated at Clause 5 Article 4 of this statute.

b) Having a legal entity (applicable to organizations); having a specific and clear address. The power of attorney is required if the entity’s representative is not the legal representative. As for individual, he/she must have ID Card or Passport or other legal identity paper and be capable for civil acts.

c) With regard to foreign investors: apart from the provisions applicable to Vietnamese entities and individuals, a foreign investor must open a deposit account at an organization that provides payment services in accordance with the Vietnamese law on foreign exchange. All activities relevant to the purchase of shares must be done by means of this account. The foreign investors must comply with regulations on capital contribution and purchases of shares applicable to a foreign investor in Vietnamese enterprises.

2.The investor may directly participate in the auction or trust a financial intermediary who is satisfied all conditions at Clause 1 of this Article to participate in the auction. The financial intermediary that receives investment trust from both Vietnamese and foreign investors must separate the number of investors and the number of shares registered for purchase by each investor.

3.The following entities are not allowed to participate in the auction for buying shares in blocks:

- The financial intermediaries and the members thereof that participate in the consultancy and determination of the starting price of each block of shares.

- The Stock Exchange and the individuals thereof that concern the auction;

- The subsidiary companies in case the company shares of which are put up for auction is the parent company or subsidiary companies of the same parent company who buy shares at the same time resulting in cross ownership as stipulated at Clause 2 Article 189 of the Enterprise Law.

Article 11. Procedures for submission and assessment of the investor s capacity profile

1.Documents registering the investor’s capacity profile includes the basic information as follows:

- Application form for registration of the investor’s capacity profile under form at Annex No. 01;

- Copy of ID Card or Passport or other personal identity paper (if the bidder is an individual); Copy of business registration certificate or investment certificate of other document of same validity (if the bidder is an organization);

- Power of attorney (if any);

- Documents proving the investor’s financial capacity…. (stipulated by the evaluation council);

- Commitment on long-term attachment to the company with plan on maintaining employment and giving support to the company;

- Information for guiding the investors and requirements on documents and standards for assessing and evaluating qualified documents.

2.The investor shall submit the investor s capacity profile under form stipulated at Clause 1 of this Article to the investor capacity evaluation council from (day)…….to (day)……(at least 15 days before the auction date)at the head office of the owner’s representative. The investor must fill the application form and documents registering for the investor s capacity.

3.The evaluation council shall check the accuracy, sufficiency and legality of the investor s documents. In case the documents need supplementing or explaining, the evaluation council shall send a written request to the investor. The investor shall provide supplemental documents within 02 days as from the receiving date of request. Supplemental documents must be submitted to the evaluation council at least 12 days before the auction date.

4.Within 02 working days as of the deadline for supplementing documents, the investor capacity evaluation council shall assess registration documents according to determined standards and send written approval to the qualified investors.

5.The investor capacity evaluation council shall send a written response, in which, reasons of disqualification should be specified, to unqualified investors within 03 working days as of having evaluation result.

6.The evaluation council shall coordinate with the Stock Exchange to publish the list of qualified investors at least 07 days before the auction date.

Article 12. Procedures for registering for participation in the auction and payment of deposit

1.The investor receives the application form at the Stock Exchange or print it on the websites provided in Clause 2 Article 9 of this Statute.

2.Payment of deposit

The investor whose name appears in the list of qualified investors promulgated by the evaluation council as stipulated at Clause 6 Article 11 of this statute must pay a deposit equal to ….% of the starting price of each block of shares before ..… (hour and date)(at least 03 working days before the auction date). The deposit must be paid in VND (in cash or via bank transfer) to the account of the Stock Exchange. The deposit does not generate any interest.

3.Submitting the application for participating in the auction

The investor must fill the application form under form of the Stock Exchange and submit it at the Stock Exchange for carrying out registration procedures, and present:

- For Vietnamese individuals:

+ Written notice of the investor capacity evaluation council on meeting conditions for buying shares in blocks;

+ Copy of ID Card or Passport or other personal identity paper. In case of authorization, the power of attorney is required under form stipulated at Annex No. 03 of this statute;

+ Payment slip or note of transfer of deposit;

- The Vietnamese organizations must also submit copy of business registration certificate or investment certificate or other equivalent paper and the power of attorney in case the procedures are carried out by the organization representative, except for those carried out by the legal representative, apart from the papers applicable to Vietnamese individuals.

- Apart from regulations applicable to Vietnamese individuals and organizations, the foreign organizations and individuals must also present the written certification of opening an account at an organization that provides payment services as prescribed by Vietnam s law on foreign exchanges.

4.The time and location for carrying out registration procedures and paying deposit

- Time for carrying out registration procedures and paying deposit from ………(hour and date) to........ ………(hour and date)(at least 03 days before the auction date).

- Location for carrying out registration procedures and paying deposit and purchasing amount of shares (including name, address and account of receiving deposit and purchasing amount of shares, if any).

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 04 of this statute.

Article 13. Making and submitting the bidding sheet

1.The investor shall specify the bid and sign the bidding sheet. A valid bidding sheet is:

- A bidding sheet issued by the Stock Exchange, stamped by the issuer, and containing all the information as prescribed; the sheet must not be changed or damaged; the bid must not be lower than the starting price. The bidding sheet must be put in an envelope signed by the investor on the flap as prescribed.

- The deadline for balloting:

+ Directly put in the ballot-box at the Stock Exchange before ….. (hour and date);

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

2.If the bidding sheet is changed or damaged, the investor must request the Stock Exchange 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 05 of this Statute, to the Stock Exchange. The old bidding sheet shall be null and void.

Article 14. 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 each auction for selling the entire block: … (hour and date)

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

Article 15. Other provisions on the auction

The owner’s representative shall coordinate with the Stock Exchange in determining:

- Kind of offered shares:.......

- Face value: VND 10,000/share

- Starting price: ……. VND/share

- The starting price of each block of shares: the starting selling price of one share multiplied by the quantity of shares of each block.

- The quantity of shares of each block:……(not lower than 5% of charter capital of the joint-stock company).

- The price offered by the investor shall not lower than the starting price of each block of shares.

- Mode of auction: bidding in blocks. In which, the investor must register for buying all shares of the offered block.

- The number of foreign investors qualified for buying shares:…..

- The number of price level: 01 (one) price level.

Article 16. The conditions for holding the auction

Before the auction, the Stock Exchange shall 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 two (02) investors qualified for bidding. If this condition is not satisfied, the auction is considered as unsuccessful.

Article 17. 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 main information such as:

- Name of the company shares of which are put up for auction, the company’s charter capital, the number of shares being sold, the number of registered investors, and the number of received bidding sheets;

- The order and procedure for the auction, and the principles for determining the right to buy shares according to the bids.

- Answering the questions of the participants or relevant parties.

2.Entering the information on bidding sheets

At the time of auction, the Stock Exchange shall enter the information on the investors’ bidding sheets into the system of share auction.

3.Determining the auction result

The auction result is determined upon the following principle:

- The investor offering the highest price which is not lower than the starting price shall have the right to buy all offered shares. The sale price is the successful bid of each investor, meaning the successful investor shall pay at the price they offered.

- If there is more than one (01) investor offering the same highest price, the Stock Exchange shall coordinate with the owner’s representative to conduct the competitive offering in accordance with Article 19 of this statute.

The auction result shall be specified in the Minute of determining the auction result which is signed by the representative of the Stock Exchange, the representative of the share auction council, the owner’s representative, the representative of the company shares of which are put up for auction and the representative of the advisory organization.

Article 18. Notifying the auction result to the investors

The investor shall receive the result directly at the Stock Exchange within 02 working days after the auction date. If the investor does not receive the result at the Stock Exchange, the Stock Exchange shall send the auction result to the investor by post in the next working day (the 03^thworking day after the auction date).

Article 19. Competitive offering

In case the investors made equally price offer, the competitive offering shall be made under form of ballot. The starting price is the equally offered price and the successful investor is the one who makes the highest offer. The competitive offering is performed under the following order:

1.The owner’s representative shall coordinate with the Stock Exchange to publish the competitive offering on websites of the owner’s representative, the owner’s representative and the advisory organization at least 07 days before the date of competitive offering.

2.The participants in the competitive offering are the investors who offered the same highest price at the auction for selling shares of the owner’s representative at the joint-stock company ……held on...... at the Stock Exchange .... (name of Stock Exchange).

3.The starting price is the price equally offered by the investors at the auction for selling shares of the owner’s representative at the joint-stock company …… held on...... at the Stock Exchange .... (name of Stock Exchange).

4.The participants in the competitive offering shall receive competitive bidding sheets directly at the Stock Exchange within 02 working days after the auction date as prescribed at Article 14 of this statute. Ending the said deadline, if the investor does not receive the competitive bidding sheet, the Stock Exchange shall send it to the investor’s registered address by post under registered mail on the next working day (the 03^rdworking day as of the auction date).

5.The competitive bidding sheets shall be submitted (directly or by post) to the Stock Exchange before …….. (hour and date).

6.Determining result of competitive offering

- If there is more than 01 competitive bidding sheet legally submitted, the investor who offers the highest price shall have the right to buy all shares at the offered price.

- If there is the only investor submitting competitive bidding sheet, that investor shall have the right to buy all offered shares.

- If there is no competitive bidding sheet legally submitted, the Stock Exchange shall notify the owner’s representative to take actions as prescribed.

The competitive offering result shall be specified in the Minute of determining the competitive offering result which is signed by the representative of the Stock Exchange, the representative of the share auction council, the representative of the owner’s representative, the representative of the company shares of which are put up for auction and the representative of the advisory organization.

7.Notifying auction results to the investors

The investors shall receive results directly at the Stock Exchange right after the competitive offering. If the investor does not receive the result at the Stock Exchange, the Stock Exchange shall send it to the investor by post on the next working day.

8.The method and location for making the payment for the share purchase

The successful investor shall pay for the purchased shares in accordance with Article 20 of this statute.

9.In case of unsuccessful competitive offering (because the investors make equally price offers), the Stock Exchange shall notify the owner’s representative to take actions in accordance with Clause 2 Article 9 of Decision No. 41/2015/QD-TTg.

Article 20. The method and location for making the payment for the share purchase

1.Based on the auction result provided by the Stock Exchange, the successful investor shall pay for the purchased shares within 10 days after the auction result is announced or within 07 days as of the ending day of the competitive offering (in case of competitive offering performed).

2.The deposit shall be offset against the payment for the share purchase as prescribed.

3.The payment for the share purchase must be made in VND in cash or via bank transfer to the account of the Stock Exchange. The Stock Exchange …..(name of the Stock Exchange) shall totalize and transfer all payments for the share purchase to the escrow account of the owner’s representative within 02 working days after the deadline for making payment. If the Stock Exchange … (name of the Stock Exchange) fails in transferring the money collected from the share auction as prescribed, they must pay the interest to the owner’s representative according to the number of days the transfer is delayed at the interest rate of the bank where the Stock Exchange opens its account, unless otherwise agreed by the relevant parties.

Article 21. Taking actions against violations

1.The following acts are considered violating the auction rules that make the deposit non-refundable:

- Failing to submit the bidding sheet;

- The bidding sheet does not comply with Clause 1 Article 13 of this statute that makes the price or the ordered amount unidentifiable;

- Having registered but failing in offering;

- Submitting a bid lower than the starting price;

- Failing to specify the bid on the bidding sheet;

- Not participating in the competitive offering (applicable to the investors qualified to participate in the competitive offering);

- Failing to make the payment for the entire block that they may purchase according to the auction result.

2.The share auction council shall take actions against violating cases stated at Clause 1 of this Article and other violations depending on violating level.

Article 22. Handing the unsold shares

If conditions for holding the share auction are not satisfied, within 03 working days as from the deadline for application, the Stock Exchange shall notify the owner’s representative of the unsuccessful auction for handing in accordance with the laws.

The Stock Exchange shall notify the owner’s representative of the unsuccessful competitive offering for handing in accordance with the laws.

If all conditions for holding the share auction are satisfied but there is no successful investor due to submitting illegal bidding sheet or the successful investor fails in making payment for the share purchase according to the auction result, within 03 days as of the ending day of auction or the deadline for making payment of the share purchase, the Stock Exchange shall notify the owner’s representative for handing in accordance with the laws.

Article 23. Handing the deposits

1.The Stock Exchange shall refund the deposits to unsuccessful investors who have legally participated in the auction within 03 working days as of the ending day of auction unless such investors participate in competitive offering.

2.The Stock Exchange shall refund the deposits to unsuccessful investors who have legally participated in the competitive offering within 03 working days as of the ending day of the competitive offering.

3.As for successful investor, the deposit shall be deducted from total payable amount of the investor.

4.The Stock Exchange shall transfer the deposits which are not required to refund because the investors violates the auction rules stipulated ate Clause 1 Article 21 of this Statute to the escrow account of the owner’s representative for handling in accordance with the law.

Article 24. Other provisions

1.The investor s inquiry or complaint (if any) must be mentioned and resolved in the auction. The auction council shall bear no responsibility for the investor s inquiry or complaint stated after ending the auction.

2.The Stock Exchange shall bear no responsibility for the value of shares to be sold at the auction unless it fails in sufficiently and accurately notifying the information provided by the owner’s representative.

Article 25. Implementation

This Statute takes effect on the signing date.