Decree No. 155/2020/ND-CP guiding the Law on Securities

DECREE

On detailing and guiding the implementation of a number of articles of the Law on Securities

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Pursuant to the Law on Organization of the Government dated June 19, 2015 and the Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on Investment dated June 17, 2020;

Pursuant to the Law on Securities dated November 26, 2019;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree on detailing and guiding the implementation of a number of articles of the Law on Securities.

Chapter I

SPECIFIC PROVISIONS

Article 1. Scope of regulation

1. This Decree details Clause 2 Article 7, Clause 2 Article 11, Clause 2 Article 14, Point g Clause 3 Article 15, Clause 6 Article 15, Clause 6 Article 31, Clause 3 Article 35, Clause 7 Article 41, Clause 1 Article 42, Clause 4 Article 47, Clause 4 Article 48, Clause 2 Article 51, Clause 6 Article 56, Clause 3 Article 62, Clause 4 Article 69, Clause 1 Article 74, Clause 1 Article 75, Point c Clause 5 Article 75, Clause 1 Article 79, Clause 3 Article 87, Clause 3 Article 93, Clause 2 Article 96, Clause 5 Article 97, Clause 3 Article 100 and Clause 7 Article 135 of the Law on Securities.

2. This Law does not regulate the following:

a) Derivatives and activities on the derivative stock market, except contents on payment banks, setting aside operations risk prevention funds of the Vietnam Securities Depository and Clearing Corporation, securities practice, foreign investors' participation in Vietnam's securities market and measures to ensure security and safety of the securities market;

b) The public offering of stocks to convert enterprises with 100% State-owned charter capital, single-member limited liability companies of enterprise with 100% State-owned charter capital, and public non-business units into joint stock companies and transfer of state capital, capital of enterprise with 100% State-owned charter capital invested in other enterprises;

c) The private placement of bonds in the domestic market, or offering of bonds in foreign countries.

Article 2. Subjects of application

1. Vietnamese and foreign organizations and individuals engaged in securities investment and operating in Vietnam's securities market.

2. State management agencies in charge of securities and securities market.

3. Other agencies, organizations and individuals involved in securities activities and securities market.

Article 3. Interpretation of terms

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

1. Issued stock is a stock which has been fully paid by an investor, with information on its holder recorded in the shareholder's register.

2. Outstanding stocks mean the number of issued stocks minus the number of stocks redeemed by the company for treasury stocks.

3. Treasury stocks are stocks which have been issued by joint stock companies and subsequently redeemed by such companies.

4. Fractional part of a share means a portion of capital that is less than one full share.

5. Odd stock means stock that represents the stock capital formed by combining odd stocks.

6. Bond means a type of securities with a term of 01 year or more issued by an enterprise, certifying its holders lawful rights and benefits to a portion of liabilities of an issuing institution.

7. Convertible bond means a type of bond issued by a joint-stock company, convertible bond may be converted into common stock of the issuing organization according to conditions and terms defined in the plan on bond issuance.

8. Covered bond means a type of bond that is guaranteed to pay all or a portion of interest and principal upon maturity with the assets of the issuing organization or the assets of a third party in accordance with the law on secured transactions; or guaranteed payment in accordance with the law.

9. Bond accompanied with warrants means a type of bond issued together with warrants by a joint-stock company, allowing the warrant holder to buy a number of common stocks of the issuing organization under the specified terms and conditions determined in the bond issuance plan.

10. Issuance of stocks for exchange means the additional issuance of stocks in exchange for shares or contributed capital in other enterprises, in order to swap the issuing organization's debt to the creditors.

11. Completion date of offering is the date on which the collection of money for purchase of offered securities from investors is completed.

12. Date of completion of the issuance:

a) Date of completion of the stock issuance to exchange shares according to the consolidation or merger contract means the date of closing the list of shareholders and members for the exchange;

b) Date of completion of the stock issuance for exchange means the date defined by the issuing organization in order to exchange stocks of the issuing organization with shares and contributed capital of other organizations and individuals;

c) Date of completion of the stock issuance for debt swap means the date defined by the issuing organization in order to exchange stocks of the issuing organization with debts of the issuing organization toward creditors;

d) Date of completion of the stock issuance for payment of dividends, issuance of stocks to increase equity from the owner’s equity sources means the last day of registration for distribution of rights;

dd) Date of completion of the stock issuance under the program selected for employees means the date of completing the collection of money to buy stocks of the employees, the date defined by the issuing organization to issue bonus stocks for the employees;

e) Date of completion of the stock issuance to perform rights of warrants means the date of completing the collection of money to buy stocks from investors performing rights;

g) Date of completion of the issuance of depositary receipts on the basis of newly issued stocks means the date of completing the collection of money to buy depositary receipts from investors.

13. Bondholder representative is a depository member of the Vietnam Securities Depository and Clearing Corporation, securities investment fund management company that is designated or selected to represent interests of a bondholder.

14. Restructuring of an enterprise means the activity of consolidation or merger of the company; transactions of acquisition of enterprises, sale of assets in which these activities or transactions alter or have the value of 35% or more of the total asset value, is determined as follows:

a) For the case of consolidation, this ratio is calculated by the total asset value of the remaining consolidated companies in comparison with the total asset value of the consolidated company with the largest total asset value on the basis of the most recent annual financial statements;

b) For the case of merger, this ratio is calculated by the total asset value of the merged companies in comparison with the total asset value of the merging company with the largest total asset value on the basis of the most recent annual financial statements;

c) For the case of acquisition of an enterprise or sale of assets, this ratio is calculated by the trading value in comparison with the total asset value of the enterprise on the basis of the most recent annual financial statements.

15. Consolidation, merger, division, separation of a company is prescribed in the Law on Enterprises.

16. Acquisition of an enterprise is prescribed in the Competition Law.

17. Year of consolidation, merger, division, separation of a company, year of enterprise restructuring means the year of completion of the consolidation, merger, division, separation of a company or completion of the restructuring of an enterprise.

18. Pro forma financial information summary report means a report prepared to illustrate the effect of a material event or transaction on an unit's unadjusted financial information assuming that the event which has occurred or the transaction which has been conducted at a date earlier was chosen for illustrative purposes under the guidance of the Ministry of Finance.

19. Issuance-underwriting organization means an organization conducting securities issuance underwriting for a securities issuance of an issuing organization in accordance with Article 31, Article 4 of the Law on Securities.

20. Issuance underwriter syndicate means a group of issuance-underwriting organizations that jointly commit to underwrite the issuance of the issuing organization under the joint issuance underwriting contract, which defines the principal issuance-underwriting organization taking general responsibility for the underwriting activities and the rights and responsibilities of each issuance-underwriting organization.

21. Creditor means the lending party or the party entitled to request an organization or individual to fulfill the obligation to pay the payable debt.

22. Project means a collection of proposals to invest medium or long-term capital to conduct business investment activities in a specific area and within a specified period of time.

23. Support for issuance of depositary receipts in other countries means the organization issuing stocks serving as a basis for the offering of depositary receipts in foreign countries commits to support an organization issuing depositary receipts in foreign countries on a basis of newly issued stocks or outstanding stocks and provides information under a contract of supporting the issuance of depositary receipts in other countries.

24. Organization issuing depositary receipts in other countries means an financial institution or foreign bank that issue depositary receipts in foreign countries on the basis of securities listed on the securities market of Vietnam under the contract of supporting the issuance of depositary receipts in other countries.

25. Public bid means an organization or individual publicly purchasing part or all of the voting stocks of a public company or closed-end fund certificates of a closed-end fund in accordance with the provisions of law to ensure fairness for the shareholders, investors of the target company, the target investment fund.

26. Target company means a public company having stocks targeted by public bids.

27. Target investment fund means a closed-end fund having closed-end fund certificates targeted by public bids.

28. Public bidding agent means a securities company having securities brokerage operation, which is designated by an organization or individual that makes a public bid to act as its agent to carry out procedures for public bid under a contract between such organization or individual and the designated securities company.

29. Date of completion of the public bid means the date on which the investor's receipt of registration for sale or exchange registration is completed, as determined in the notice of the public bid by the organization or individual conducting the public bid.

30. Date of completion of the stock redemption means the date on which the transaction of stock redemption is completed, as determined in the notice of redemption of stocks by the issuing organization.

31. Host country means a country or territory where a Vietnamese issuing organization registers to offer, list and trade its securities.

32. Foreign investors include individuals and organizations as prescribed in the Law on Investment.

33. Stock Exchanges include the Vietnam Stock Exchange and its subsidiary companies.

34. Year of listing registration means the year in which the listing registration organization submits a complete and valid dossier of listing registration.

35. Upcom trading system means a trading system for unlisted securities which is organized and operated by the Stock Exchange.

36. Trading and listing of debt instruments, including the trading and listing debt instruments of the Government (government bonds, treasury bills, national construction debentures), government-guaranteed bonds and municipal bonds.

37. Equitized enterprise means an enterprise transformed into a joint-stock company in accordance with the law on the transformation of a state-owned enterprise and a single-member limited liability company of an enterprises in which the State holds 100% of charter capital into a joint-stock company.

38. Foreign holding rate means the total percentage of shares or capital contribution portions (calculated on the charter capital) which all foreign investors and economic institutions of which at least 50% of charter capital is held by foreign investors may hold in a public company, securities company, securities investment fund management company or securities investment fund, securities investment company.

39. Securities transaction clearing means activities including margin, collation, confirmation of trading results, error handling, trading position, clearing, determination of payment obligations and risk management related to stock exchange.

40. Payment of securities transactions means the transfer of money and securities on the date of payment according to the principle of transfer of securities simultaneously with money payment.

41. Central counterparty clearing mechanism means a mechanism of clearing and payment for securities transactions conducted by the Vietnam Securities Depository and Clearing Corporation, in which the Vietnam Securities Depository and Clearing Corporation shall, through the novation, become a counterpart to a securities transaction, the clearing member is the other partner of the transaction.

42. Direct clearing member means a clearing member that may conduct clearing of or payment for its own and its clients’ securities transactions.

43. General clearing member means a clearing member that may make clearing of or payment for its own or its clients’ securities transactions and provide services of clearing or paying securities transactions to non-clearing trading members and their clients.

44. Non-clearing trading member means a trading member that may not act as a clearing member.

45. Novation means the act of substituting one party in a securities transaction with another party, in which the substituting party inherits all rights and obligations related to the securities transaction of the substituted party.

46. Unsettled securities transaction means a transaction of purchase or sale of securities that has been made but has not yet been paid.

47. Organization directly opening accounts means an organization that directly opens securities depository accounts at the Vietnam Securities Depository and Clearing Corporation and uses services provided by the Vietnam Securities Depository and Clearing Corporation on the basis of the contract of service provision, agreement between the organization directly opening accounts and the Vietnam Securities Depository and Clearing Corporation.

48. Clearing margin account means an account opened to investors and clearing members to manage clearing collateral assets and to pay securities transactions.

49. Clearing collateral assets mean money, securities or other assets prescribed by the Vietnam Securities Depository and Clearing Corporation which are used to secure payment obligations for securities transactions.

50. Net asset value of a fund means the total value of assets of the fund minus the total value of liabilities of such fund.

51. Private securities investment company means a securities investment company having a maximum of 99 shareholders, in which the value of investment capital contributions of each institutional shareholder is at least VND 03 billion and that of each individual shareholder is at least VND 01 billion.

52. Public securities investment company means a securities investment company already successfully conducting the initial public offering of stocks.

53. Financial product means a type of securities with security assets issued by a securities company, based on underlying securities according to the Ministry of Finance’s instructions.

54. Foreign securities trading institution means an organization lawfully established in a foreign country to conduct one a number of securities business operations, including securities brokerage, securities dealing, securities issuance underwriting, securities investment consultancy, securities investment fund management and securities investment portfolio management.

55. The enterprise managers mean the Chief Executive Officers, Chief Operations Officers, chief accountants and other managers as prescribed by the company charter.

56. Non-executive members of the Board of Directors (hereinafter referred to as non-executive members) mean members of the Board of Directors that are not the Chief Executive Officers, Chief Operations Officers, chief accountants, and other managers as prescribed by the company charter.

Article 4. Identification of professional securities investor status

1. Issuing organizations and securities investment fund management companies shall be responsible for identifying status of professional securities investors participating in purchasing securities when conducting private placement, registering for establishment of member funds or authorizing securities companies to conduct the identification. In case of authorization, issuing organizations and securities investment fund management companies must sign a contract with a securities company on the identification and storage of documents used for identification of professional securities investor status, which clearly state rights and responsibilities of concerned parties.

2. For privately issued securities that are centrally traded on the trading system of the Stock Exchange, the securities company where the investors purchase securities shall be responsible for identification of professional securities investor status before trading. For privately issued securities that have not yet been centrally traded, the registration and depository organization shall be responsible for identifying the professional securities investor status before transferring the ownership.

3. Within 01 year from the date of being identified as a professional securities investor by a securities company, the investor is not required to re-identify its professional securities investor status when participating in purchasing privately offered securities or member fund certificates.

4. Investors who have purchased privately offered securities or member fund certificates are not required to re-identify the professional securities investor status when selling purchased securities.

5. Documents for the identification of professional securities investor status must be stored in accordance with law provisions.

Article 5. Documents identifying professional securities investors

1. For organizations specified at Point a, Clause 1, Article 11 of the Law on Securities: An enterprise registration certificate or establishment and operation certificate or equivalent papers.

2. For organizations specified at Point b, Clause 1, Article 11 of the Law on Securities:

a) For listed organizations and organizations with trading registration: A decision on approval of listing, registration for listing, for a listed organization or organization with trading registration;

b) For other organizations other than listed organizations and organizations with trading registration: An enterprise registration certificate or equivalent papers; audited annual financial statements or examined biannual financial statements.

3. For individuals specified at Point c, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) A valid securities practice certificate.

4. For individuals specified at Point d, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) Confirmation of securities companies where the investor opens the securities trading account on the market value of portfolios of listed securities or securities registered for trading at the time of identification of professional securities investor status.

5. For individuals specified at Point dd, Clause 1, Article 11 of the Law on Securities, documents identifying professional securities investors include:

a) A valid identity card or citizen identification card or passport;

b) Tax declaration dossiers submitted to the tax agencies or tax withholding documents paid by organizations or individuals in the latest year prior to the time of identification of professional securities investor status.

Article 6. General provisions on submission and supplement of reporting documents and dossiers

1. Organizations and individuals participating in the compilation of reporting documents and dossiers shall take responsibility before law for the accuracy, honesty and completion of such reporting documents and dossiers.

2. Dossiers and documents specified in this Decree shall be submitted and returned directly or via the postal service or via the public service system in accordance with the Ministry of Finance’s instructions.

3. Reporting documents and dossiers must be made in writing into 01 original set in Vietnamese. In case where documents in the reporting documents and dossiers are copies, they must be copies from the originals or certified copies. Information in reporting documents and dossiers must be accurate and truthful, cause no misleading and have adequate important contents which exert an impact on investors’ decisions.

4. Unless otherwise provided in this Decree, documents made in foreign languages must be accompanied by a certified translation into Vietnamese by the competent agency; documents issued or certified by foreign competent agencies must be consularly legalized within 06 months counting to the date on which documents are received by the agency in charge of receiving reporting documents and dossiers.

5. Within 07 working days from the date on which reporting documents and dossiers are received, if reporting documents and dossiers need to be modified or supplemented to ensure the sufficiency and validity, the agency in charge of receiving reporting documents and dossiers must send a written document to organizations and individuals, clearly stating contents to be modified or supplemented. In case where the shorter time limit for processing dossiers is prescribed, the time limit for the agency in charge of receiving reporting documents and dossiers to send written request for modification or supplement of dossiers (if any) shall equal to the time limit for processing dossiers.

6. During the period on which the reporting documents and dossiers are reviewed, organizations and individuals that submitted such reporting documents and dossiers shall be responsible for modifying or supplementing such documents and dossiers when discovering any inaccurate or incomplete information or modifying important information which must be included in the reporting documents and dossiers as prescribed by law, or when finding it necessary to explain matters that may cause misleading.

7. Time limit for reviewing reporting documents and dossiers is counted from the date on which the agency receives valid and sufficient reporting documents and dossiers. The modified and supplemented document must be signed by those who have signed in the reporting document and dossier or those who have the same titles with the formers or the at-law representative of the company. Sufficient and valid reporting documents and dossiers mean reporting documents and dossiers that contain sufficient components as prescribed by this Decree and have contents to be fully declared in accordance with regulations.

8. Within 60 days from the date on which the agency receiving reporting documents and dossiers sends a written request for modifying and supplementing reporting documents and dossiers under Clause 5 of this Article, organizations and individuals must complete reporting documents and dossiers upon request. For the case of public bid and payment in cash and public bid by issued stocks, the time limit for completion of a dossier is 15 days. Past this time limit, if organizations and individual fail to complete reporting documents and dossiers, the agency receiving reporting documents and dossiers shall suspend the reviewing of reporting documents and dossiers.

Chapter II

OFFERING, ISSUANCE OF SECURITIES AND PUBLIC BID

Section 1. GENERAL PROVISIONS ON OFFERING, ISSUANCE OF SECURITIES AND PUBLIC BID

Article 7. General provisions on offering, issuance of securities and public bid

1. Organizations and individuals that register and report on the offering, issuance of securities and public bid specified in this Chapter may carry out activities of offering, issuance of securities and public bid only when fully satisfying conditions as prescribed by law. If an issuing organization registers for public offering of securities, including other offering and issuance activities, in addition to conditions on public offering of securities, it must satisfy requirements on other offering and issuance.

2. Organizations and individuals that register and report on the offering, issuance of securities and public bid specified in this Chapter shall be responsible for organizing the implementation of offering, issuance of securities and public bid according to the registered plan and send report to the State Securities Commission within the prescribed period.

3. The registration of public offering of securities must be carried out by the issuing organization, except for the case the shareholder of a public company conducts public offering of securities.

4. Issuing organizations and shareholders of a public company that register for public offering of securities, affiliated persons and insiders of the issuing organizations and affiliated persons of the insiders must not publicly make comments or assure with investors about future securities prices in any form.

5. Issuing institutions and other related institutions and individuals may not advertise the private offering of stocks in the mass media. Information to be disclosed must neither contain advertising contents nor solicit purchase of privately offered stocks.

6. For already issued bonds, except for conditions on bondholder representatives as prescribed in Clause 4, Article 24 of this Decree, conditions and terms of a bond may only be changed if the following requirements are satisfied:

a) Being approved by the competent authority of the issuing organization;

b) Being approved by the bondholders representing 65% or more of the total number of bonds of the same type in circulation, except for the terms of the bond that are allowed to change according to the issuance plan announced in the prospectus;

c) Information on the change announced on the websites of an issuing organization (if any) and the Stock Exchange.

7. For the company engaged in conditional business lines that is required by specialized law to obtain approval from a competent state management agency on the issuance and increase of charter capital, stock transfer and exchange, when an issuing organization or a shareholder registering for offering sends a registration dossier, documents on reporting the securities offering or issuance, it is required to include the written approval of the competent state management agency to the State Securities Commission.

Article 8. Opening and use of frozen accounts

1. Shareholders of a public company registering for public offering of stocks (hereinafter referred to as shareholders registering for offering) and issuing organizations must open a frozen account to receive securities payments of the offering or issuance at a bank or foreign bank branch, except for the case of issuing stocks to exchange, to pay dividends, to increase the share capital from the equity source or issuing bonus stocks for employees or issuing stocks to convert bonds and the cases specified in Clause 2 of this Article.

2. Issuing organizations that propose for approval of the registration for issuance of stocks to foreign countries or registration for issuance of new stocks serving for offering of depositary receipts in foreign countries must open a frozen account to receive stock payments in foreign currencies at a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange control.

3. Banks and foreign bank branches where frozen accounts are opened must not be the affiliated persons of the issuing organizations or shareholders registering for offering. The blocked account must not be the payment account of the issuing organization or shareholder registering for offering.

4. An issuing organization or shareholder registering for offering that is a commercial bank must select another bank or foreign bank branch to open a frozen account.

5. Securities payments must be transferred into a frozen account in accordance with Clause 3, Article 26 of the Law on Securities. Issuing organizations and shareholders registering for offering are not allowed to use money in the frozen account in any form until the time of ending the offering or issuance, report the State Securities Commission and receiving the notice on receipt of reports on the results of the offering or issuance from the State Securities Commission.

Article 9. Report and disclosure of information on the use of capital and money amounts collected from the offering or issuance

1. For the case off mobilizing capital and money to implement projects, the issuing organization must report and disclose information on the use of capital and proceeds from the offering or issuance to implement projects from the date of ending the offering or issuance until the time when the raised amounts are fully disbursed. To be specific:

a) Once every six months from the date of completion of the offering or issuance until the proceeds are fully disbursed, the issuing organization shall send to the State Securities Commission a report on the progress of use of the capital and proceeds from the offering or issuance to implement projects, made according to the Form No. 01 provided in Appendix attached to this Decree, and disclose information on its website (if any) and the Stock Exchange's website within 05 working days from the end of the above time limits.

b) The issuing organization shall disclose the report on the use of capital and proceeds from the offering or issuance that is audited by accredited audit firms at the annual Shareholders’ General Meeting, Members’ Council and report the owner of the company or explain in detail the use of the capital and proceeds from the offering or issuance to implement projects in the audited annual financial statement.

2. The change of the plan on use of capital and proceeds from the offering or issuance must be approved by the Shareholders’ General Meeting or Board of Directors or Members’ Council or the owner of the company. The Board of Directors is only allowed to change the plan on use of capital and proceeds from the offering or issuance with the change value less than 50% of the capita and proceeds from the offering or issuance when being authorized by the Shareholders’ General Meeting and in accordance with the company charter, except for the case of offering of non-convertible bonds, without warrants under the plan approved by the Board of Directors. Any change of the plan on use of capital and proceeds from the offering or issuance must be reported to the Shareholders’ General Meeting at its nearest meeting.

3. Within 24 hours after having decisions from the competent authority as prescribed in Clause 2 of this Article on the change of the plan on using capital and proceeds from the offering or issuance, the issuing organization shall be responsible for:

a) Reporting to the State Securities Commission on the change of the plan on using capital and proceeds from the offering or issuance according to the Form No. 02 provided in Appendix attached to this Decree;

b) Disclosing information on the websites of the issuing organization (if any) and the Stock Exchange about reasons for such change, enclosed with decisions of the competent authority on such change.

4. With regard to the case of offering as prescribed in Articles 26 and 36 of this Decree, within 24 hours after the foreign issuing organization is approved by the agency competent to grant the investment certificate related to the change of the plan on using capital and proceeds from the offering or issuance, the issuing organization shall be responsible for disclosing information about such approval on its website (if any) and the Stock Exchange's website.

Section 2. PUBLIC OFFERING OF SECURITIES

Article 10. Forms of public offering of securities

1. Initial public offerings of securities include:

a) Initial public offering of stocks to mobilize capital for issuing organizations;

b) Initial public offering of stocks so that issuing organizations can become public companies through restructuring their ownership without increasing their charter capital;

c) Combination of forms specified at Points a and b of this Clause;

d) Initial public offering of fund certificates to set up securities investment funds.

2. Additional public offerings of securities include:

a) Additional public offering of stocks or issuance of rights by public companies to existing shareholders;

b) Additional public offering of fund certificates by securities investment fund management companies to increase the charter capital of investment funds.

3. Shareholders of public companies conduct the public offering of stocks.

4. Issuing organizations conduct the public offering of bonds and different types of securities.

Article 11. A dossier of registration for initial public offering of stocks of a joint-stock company

1. A written registration of offering, made according to the Form No. 03 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, except for the case of offering of stocks owned by shareholders in the form specified at Point b, Clause 1, Article10 of this Decree, approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state the offering price or the principle of determining the offering price or authorizing the Board of Directors to determine the offering price (except for the case of offering stocks owned by shareholders in the form specified at Point b, Clause 1, Article 10 of this Decree); the number of stocks offered for sale; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) A capital use plan means a plan on using the additional raised capital. In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation;

c) In case of initial public offering of stocks combined between an issuance to raise additional capital for an issuing organization and an offering of stocks owned by shareholders, the issuance plan must clearly state the principle of stock distribution priority.

4. Financial statements of the issuing organization for the latest 02 years which satisfy requirements specified in Article 20 of the Law on Securities, in which:

a) If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier latter than 90 days after the last day of an annual accounting period, the issuing organization must supplement the latest audited financial statement;

b) If the issuing organization issue stocks to increase charter capital after the last day of an annual accounting period that is audited or examined, it must make an additional report on the owner’s contributed capital audited by an accredited audit firm.

5. A contract with a securities company on provision of consultancy on dossier of registration of public offering of stocks, unless the issuing organization is a securities company.

6. An issuance underwriting commitment (if any), including at least contents according to the Form No. 04 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.

7. A decision on approving the dossier for registration of public offering of stocks of the Board of Directors. For public offering of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. For public offering of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

8. A written commitment on listing or registering for trading of stocks on the securities trading system of the Board of Directors.

9. A written agreement on a plan on offering and offering price in case of offering stocks owned by shareholders among shareholders owning offered stocks with the company.

10. Documents specified at Points c, dd, e and h, Clause 1, Article 18 of the Law on Securities.

Article 12. Dossier of registration of additional public offering of stocks of a public company

1. A written registration of offering, made according to the Form No. 05 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state type of stocks offered for sale, quantity of each type of stocks offered for sale; characteristics of stocks (in case where the offered stocks are not common stocks); the offering price or the principle of determining the offering price or authorizing the Board of Directors to determine the offering price; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) For the offering to implement a project, the capital use plan must determine that the ratio of the successful offering for project implementation purposes at least equal to 70% of the total number of stocks expected to be offered for the execution of the project; a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. Financial statements of the issuing organization for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which:

a) If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier latter than 90 days after the last day of an annual accounting period, the issuing organization must supplement the latest audited financial statement;

b) If the issuing organization issue stocks to increase charter capital after the last day of an annual accounting period that is audited or examined (except for the case of issuing stocks to pay dividends, issuing stocks to increase equity from the owner’s equity sources, issuing bonus stocks for employees and issuing stocks to convert bonds), it must make an additional report on the owner’s contributed capital audited by an accredited audit firm.

4. Documents specified at Points c and h, Clause 1, Points c and d, Clause 2, Article 18 of the Law on Securities; Clauses 2, 5, 6, 7 and 8, Article 11 of this Decree and written commitment to satisfy requirements specified at Point e, Clause 1, Article 15 of the Law on Securities.

Article 13. Conditions for public offering of stocks by shareholders in public companies

1. Stocks to be offered must be stocks of an enterprise which satisfies the conditions specified at Point a, Clause 1 and Point b, Clause 2, Article 15 of the Law on Securities.

2. In case where a shareholder registering for offering is an organization, a plan on stock offering must be approved by the competent authority of the organization registering for offering in accordance with the Law on Enterprises and the charter of the shareholder registering for offering.

3. Stocks to be offered must be owned by the shareholder registering for offering and must be freely transferred.

4. The company has received a securities company’s consultancy on its dossier for registration of public offering of stocks, unless the shareholder registering for offering is a securities company.

5. The shareholder registering for offering must open an frozen account to receive payments for offered stocks.

6. The offering of stocks must satisfy regulations on the foreign holding rate at public companies having stocks to be offered for sale.

7. Having approval from the State Bank of Vietnam and the Ministry of Finance on the transfer of stocks of credit institutions, insurance business organizations by shareholders, in case where an approval is required according to the law on credit institutions and insurance business.

Article 14. Dossier for registration of public offering of stocks by shareholders in public companies

1. A written registration of offering, made according to the Form No. 06 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision on approving a plan on offering of the competent authority of the institutional shareholder registering for offering, including type of stocks to be offered for sale; quantity of stocks to be offered for sale; offering price or the principle to determine the offering price or authorizing to determine the offering price.

4. A shareholder's register or written confirmation of the Vietnam Securities Depository and Clearing Corporation or depository member or stock certificate.

5. Financial statements for the latest 02 years of an organization having stocks offered in accordance with Article 20 of the Law on Securities, if the shareholder registering for offering completes the dossier later than 90 days after the last day of an annual accounting period, the shareholder registering for offering must make additional latest audited annual financial statement of an organization having offered stocks.

6. A contract with a securities company on provision of consultancy on dossier of registration of public offering of stocks, except for the case where the shareholder registering for offering is a securities company.

7. A written certification by a bank or foreign bank branch of the opening of a frozen account for receiving payments for offered stocks.

8. A decision of a competent authority of the institutional shareholder registering for offering, on approving a plan to ensure that the offering of stocks satisfies regulations on the foreign holding rate at public companies having stocks to be offered for sale.

9. A written approval of the State Bank of Vietnam and the Ministry of Finance, on the transfer of stocks carried out by the shareholder (if any).

Article 15. Conditions on initial public offering of stocks for transformation of a limited liability company into a joint-stock company

1. Having a plan on transformation of a limited liability company into a joint-stock company which is approved by the Members’ Council or the owner of the company.

2. Having an issuance plan approved by the Members’ Council or the owner of the company; having a plan on use of capital generated from the stock offering (except for the case of offering in the form specified at Point b, Clause 1, Article 10 of this Decree) approved by the Members’ Council or the owner of the company.

3. Capital-contributing members or the owner of the company must commit to holding altogether at least 20% of charter capital of the issuing organization for at least 01 year from the date of completion of the offering.

4. The offering of stocks must satisfy regulations on the foreign holding rate at public companies in accordance with law provisions.

5. Having an agreement between the member having contributed capital to be offered for sale and the issuing organization, on the offering plan and offering price, in case of offering the contributed capital of the member.

6. Conditions specified at Points a, b, d, e, g, h and i, Clause 1, Article 15 of the Law on Securities.

Article 16. Dossiers of registration for initial public offering of stocks for transformation of a limited liability company into a joint-stock company

1. A decision on approving the plan on transformation of a limited liability company into a joint-stock company of the Members’ Council or the owner of the company, in which:

a) A plan on transformation must clearly state the method of transformation of enterprise: Transformation with or without raising capital or a method of combination with mobilization of additional capital and sale of contributed capital of members and the owner of the company;

b) A plan on transformation must specify the expected charter capital structure of the company after the transformation, including the number of stocks of the members/owner of the company, the number of stocks to be offered to the public (including the number of stocks to be offered to raise additional capital for the issuing organization, the number of stocks sold by the members/owner of the company), the number of stocks offered for sale to other subjects (if any).

2. A decision of the Members’ Council approving an issuance plan and a plan on use of capital raised through the offering (except for the case of offering in the form specified at Point b, Clause 1, Article10 of this Decree) and approving the listing or registration of stocks for trading in a securities trading system, in which:

a) An issuance plan must clearly state the offering price or methods to determine the offering price (except for the case of offering in the form specified at Point b, Clause 1, Article 10 of this Decree) and the number of stocks to be offered for sale. Offering price is the price approved by the Members’ Council or owner of the company or determined on the basis of the price determination principle approved by the Members' Council or owner of the company;

b) A capital use plan means a plan on using the additional raised capital for the issuing organization. In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation;

c) In case of a combination of offering to raise additional capital for the issuing organization and offering to sell capital owned by members or owner of the company, the issuance plan must clearly state the principle of priority for stock distribution.

3. Written commitment to hold stocks of capital-contributing members or company owners.

4. A decision of the Members’ Council or the owner of the company on approving the plan to ensure that the offering of stock satisfies requirements on the foreign holding rate.

5. An agreement between the member whose capital is offered for sale with the company on the offering plan and offering price (if any).

6. A decision of the Members’ Council or the owner of the company on approving the dossier for registration of public offering of stocks. With regard to public offering of credit institutions’ stocks, such a dossier must contain the State Bank of Vietnam’s written approval on the request for an increase in charter capital or transfer in accordance with the law on credit institutions. With regard to public offering of credit insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval on the request for an increase in charter capital or transfer in accordance with the law on insurance business.

7. Documents specified at Points c, dd and h, Clause 1, Article 18 of the Law on Securities and Clauses 1, 2, 4, 5, 6 and 8, Article 11 of this Decree.

Article 17. Conditions for additional public offering of stocks at prices lower than their par value by public companies

1. The issuing organization's stock price traded on the securities trading system is lower than the par value, in which the stock price is calculated by the average reference price of 60 consecutive trading days preceding the date of closing the list of shareholders to get opinions or hold a general meeting of the Shareholders to approve the issuance plan.

2. Having adequate capital surplus based on the latest audited annual financial statement enough to offset the negative surplus arising from the offering of stocks at prices lower than their par value.

3. Satisfying the conditions prescribed in Clause 2, Article 15 of the Law on Securities.

Article 18. Dossier for registration of additional public offering of stocks at prices lower than their par value by public companies

1. Documents specified in Article 12 of this Decree.

2. The stock reference price list of the 60 consecutive trading days preceding the date of closing the list of shareholders to collect opinions or hold a general meeting of Shareholders to approve the issuance plan certified by the institution providing consultancy on dossier of registration of public offering of stocks.

Article 19. Conditions for public offering of bonds

1. Conditions prescribed in Clause 3, Article 15 of the Law on Securities.

2. Issuing organizations or bonds registered for sale must be rated by a credit rating agency granted a certificate of eligibility for business by the Ministry of Finance in the following cases:

a) The total value of bonds according to the par value mobilized in each 12 months is greater than VND 500 billion and greater than 50% of the owner’s equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing organization has to announce its examined biannual financial statement) by the accredited audit firm; or

b) The total outstanding debt of bonds according to the par value up to the time of offering registration is greater than 100% of the owner's equity based on the latest financial statements in the following reports: the latest annual financial statement audited or the latest biannual financial statement examined (if the issuing organization has to announce its examined biannual financial statement) by the accredited audit firm.

Article 20. Dossiers of registration of public offering of bonds

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting or Board of Directors or Members’ Council or the company’s owner approving an issuance plan and a plan on use and repayment of capital raised through the public offering of bonds, and approving the public offering of bonds, approving the listing of bonds in a securities trading system, in which:

a) An issuance plan must clearly state types of bonds to be offered, quantity of bonds of each type to be offered, bond interest rates or principles for determining bond interest rates; bond term;

b) In case of offering to raise capital to implement a project, the capital use plan must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

4. Financial statements of the issuing organization for the latest 02 years must satisfy requirements specified in Article 20 of the Law on Securities, in which: If a dossier is submitted within 60 days after the last day of an annual accounting period, the annual financial statement of the preceding year in the initial dossier may be an unaudited one which, however, must be accompanied with audited financial statements of the 02 preceding years. If the issuing organization completes the dossier later than 90 days after the last day of an annual accounting period, it must make an additional latest audited annual financial statement.

5. A contract with a securities company on provision of consultancy on dossier of registration of public offering of bonds, except for the case where the issuing organization is a securities company.

6. An issuance underwriting commitment (if any), including at least contents according to the Form No. 08 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations. Such documents must be sent to the State Securities Commission before the date of issuing the certificate of offering registration.

7. A report on credit rating results to the issuing organization or for the bonds registered for sale within 12 months to the date of submission of the dossier of registration for offering (if any).

8. A written commitment of the Board of Directors or Chairperson of the Member's Council or the company president on the implementation of listing bonds on the securities trading system after ending an offering.

9. A decision of the Board of Directors or Members’ Council or the owner of the company on approving the dossier for registration of public offering of bonds. With regard to public offering of credit institutions’ bonds, such a dossier must contain the State Bank of Vietnam’s written approval of the plan on bond issuance to public in accordance with the law on credit institutions.

10. The documents specified at Point c, Clause 1, Points d and g, Clause 3, Article 18 of the Law on Securities and a written commitment on satisfaction of the condition prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 21. Conditions for public offering of convertible bonds and bonds accompanied with warrants by public companies

1. Having an issuance plan and a plan on use of capital generated from the offering of convertible bonds and bonds accompanied with warrants approved by the Shareholders’ General Meeting.

2. The company has received a securities company’s consultancy on its dossier for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing organization is a securities company.

3. The company has a commitment and must list the bonds on the securities trading system after the end of the offering.

4. The issuing organization must open a frozen account to receive money to buy convertible bonds and bonds accompanied with warrants of the offering.

5. The total value of convertible bonds and bonds accompanied with warrants calculated according to the par value is not greater than the total value of outstanding stocks calculated according to the par value, unless there is an issuance underwriting with a commitment to buy all convertible bonds and bonds accompanied with warrants for resale or purchase of the remaining convertible bonds and bonds accompanied with warrants that have not yet been fully distributed.

6. For the public offering for the purpose of raising capital to implement projects of the issuing organization, the number of convertible bonds and bonds accompanied with warrants to be sold must be at least 70% of the convertible bonds and bonds accompanied with warrants expected to be offered for sale to implement projects. The issuing organization must have a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

7. Satisfying regulations specified at Points a and e, Clause 1, Point b, Clause 2 and Point d, Clause 3, Article 15 of the Law on Securities.

Article 22. Dossier of registration for public offering of convertible bonds and bonds accompanied with warrants by public companies

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering and listing of bonds in a securities trading system, in which:

a) An issuance plan must clearly state type of bond; number of bonds of each type; interest rate or bond interest rate calculation principle; bond term; conversion plan of bonds (conditions, term, rate or method of calculating convertible price, the repayment of capital in case of no conversion of bonds, approval or authorization to the Board of Directors to approve the plan to ensure that the stock issuance for conversion meets the regulations on foreign holding rate, other terms); plan for exercising the warrant's rights (conditions, term, rate of exercise of rights; price or method of calculation of issuing price; repayment of capital; approval or authorization to the Board of Directors to approve a plan to ensure that the stock issuance to exercise the rights meets the regulations on foreign holding rate; other terms). In case where the convertible price or issuing price of stocks in order to exercise the rights is lower than the par value, the conversion and exercise of rights can only be performed when the issuing organization has enough capital surplus to offset the negative surplus arising from the issuance of stocks at a price lower than their par value;

b) The plan on use of capita raised through the offering of convertible bonds and bonds accompanied with warrants; the proposed plan on use of capital proceeds from the stock issuance to exercise warrants' rights. A plan on use of proceeds from the bond issuance must clearly define the successful offering rate for the project implementation purpose of at least 70% of the total number of bonds to be offered for sale to implement the projects. A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. A contract with a securities company on provision of consultancy on dossiers for registration of public offering of convertible bonds and bonds accompanied with warrants, unless the issuing organization is a securities company.

4. Other documents related to the conversion into stocks (if any).

5. A written commitment of the Board on the implementation of listing bonds on the securities trading system after ending an offering.

6. A decision of the Board of Directors on approving the dossier of offering registration. With regard to public offering of credit institutions’ convertible bonds and bonds accompanied with warrants, such a dossier must contain the State Bank of Vietnam’s written approval of the plan on public issuance of bonds in accordance with the law on credit institutions.

7. The documents specified at Points c and h, Clause 1, and Point d, Clause 2, Point d, Clause 4, Article 18 of the Law on Securities; Clauses 2, 4 and 6, Article 20 of this Decree; and a written commitment on satisfaction of the conditions prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 23. Conditions for public offering of covered bonds

1. Satisfying the conditions prescribed in Article 19 of this Decree.

2. Being guaranteed payment of part or the whole of bond principal and interest by one or some of the following methods:

a) Payment underwriting by a credit institution or branch of a foreign bank;

b) Security with assets of the issuing organization or the third party. Security assets must be evaluated by an organization having the function of valuation and registered and handled in accordance with the law on secured transaction registration.

3. Having bondholder representatives as prescribed in Article 24 of this Decree.

Article 24. Bondholder representatives

1. Before bonds are issued, the issuing organization shall designate the bondholder representative.

2. The bondholder representative must not be the organization underwriting the payment of the issuing institution; the owner of security assets of bonds or the major shareholder or affiliated persons of the issuing organization;

3. A bondholder representative has at least the following responsibilities:

a) To supervise the issuing organization's compliance with commitments in the dossier of registration for bond offering;

b) To act as a liaison between bondholders, issuing organizations and other related organizations;

c) To request the payment underwriting party to fulfill the underwriting obligation when the issuing organization fails to perform or improperly perform the obligation to pay bond principal and interest;

d) In case where bonds are guaranteed to be paid by the method of security with assets, the bondholder representative shall be the organization receiving and managing the security assets, act on behalf of the bondholder to take measures to settle the security assets in accordance with the signed contractual terms and law provisions on security measures for the performance of civil obligations, except for the case specified at Point dd of this Clause;

dd) In case where the bondholder representative is not entitled to receive security assets in accordance with specialized laws, such bondholder representative must designate a third party to receive security assets. The organization receiving security assets shall be responsible for coordinating with the bondholder representative to manage and implement measures to handle the security assets in accordance with the signed contractual terms and law regulations on security measures for the performance of civil obligations;

e) To report the State Securities Commission in case of detecting that the issuing organization has violations affecting the interests of bondholders.

4. The bondholder representative may change if such change is approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation. In case of changes to other terms in the bondholder representative contract, the change must be simultaneously approved by a competent authority of the issuing organization.

Article 25. Dossiers of registration of public offering of covered bonds

1. Documents specified in Article 20 of this Decree.

2. A written commitment on payment underwriting of the credit institution or foreign bank branch, in case where bonds are guaranteed according to the form of payment underwriting.

3. In case of security with assets: documents proving the ownership to the assets used to ensure the bond payment; commitments of a third party that owns the security assets on the use of such assets to ensure the performance of the bond payment obligation (in case of security with assets of the third party); contract with secured obligations between the owner of the security assets, the bondholder representative, the other party receiving security assets (in case the bondholder representative cannot is not allowed to receive the security assets) and the issuing organization; property insurance contracts (if any) for these assets; valid security asset valuation certificate; the document certifying the registration of the security interest to assets used for security (if any). The document certifying the registration of the security interest to assets used for security must be sent to the State Securities Commission before granting the certificate of offering registration.

4. A bondholder representative contract between the issuing organization and the bondholder representative.

Article 26. Conditions for public offering of bonds in Vietnam dong by an international financial institution

1. An issuing organization is a international financial institution according to the law on credit institutions to which the Socialist Republic of Vietnam is a contracting party.

2. Bonds to be offered are those of a term of at least 10 years.

3. Having an issuance plan and a plan to use the whole proceeds from the public offering of bonds for its projects in Vietnam approved by competent authorities in accordance with law.

4. Total proceeds from the offering in Vietnam do not exceed 30% of the total investment capital of the project.

5. Having commitments to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

6. Having a commitment to list the bonds on the securities trading system after the end of the offering.

Article 27. Dossiers of registration for public offering of bonds in Vietnam dong by an international financial institution

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. An issuance plan and plan on use of capital must be approved by the competent authority in accordance with law regulations.

3. A decision on approving the project from a competent agency.

4. A written commitment to fulfilling the obligations of issuing institutions toward investors regarding the conditions for issuance, payment, assurance of rights and legitimate interests of investors and other conditions.

5. A written commitment to list the bonds on the securities trading system after the end of the offering.

Article 28. Conditions for public offering of securities in several drives

1. Conditions for additional offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for general public offering of bonds in several drives include:

a) The corresponding conditions for the public offering of stocks and bonds;

b) Having a need to mobilize capital in several drives suitable to its investment project or production and business plan approved by a competent authority, except for the case the issuing organization is a credit institution;

c) Having an offering plan clearly stating the volume of stocks or bonds to be offered and expected offering time for each drive.

2. The offering period of each drive must not exceed 90 days. The interval between two offering drives must not exceed 12 months.

Article 29. Dossier of registration for public offering of securities in several drives

1. A dossier of a public company registering for additional public offering of stocks, convertible bonds, bonds accompanied with warrants; or an issuing organization shall register registering for public offering of bonds to offer bonds to the public shall comply with this Decree, in which the prospectus must clearly state the following contents:

a) The project or plan to use capital in several drives;

b) An offering plan clearly stating the objects, volume of stocks or bonds to be offered and expected offering time for each drive.

2. Before each offering drive, the issuing organization must provide additional documents as follows:

a) Documents about the company situation if there is any change and the updated information of the prospectus according to the Form No. 09 provided in Appendix attached to this Decree shall update the changed information (if any);

b) Reports on use of capital generated from the stock offering which are audited by the accredited audit firm if the offering is 06 months or more after the end of the previous offering.

Article 30. Conditions for public offering of securities of companies after the enterprise restructuring process

Conditions for a public company after the enterprise restructuring process for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a company after the enterprise restructuring process include:

1. Meeting relevant conditions for the public offering of stocks and bonds, in which the company's conditions for profitable and non-cumulative business operations are determined in accordance with Clause 2 of this Article.

2. The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of enterprise restructuring: pro forma financial information summary reports of the year preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; the issuing organization's latest quarterly financial statements;

b) In case where the company registers to offer for sale in the year immediately following the year of restructuring (in case of consolidation): pro forma financial information summary reports for the accounting period of the last year prior to the time of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; financial statements of the first annual accounting period after the restructuring of the issuing organization, audited by an accredited audit firm that meets the conditions specified in Clause 3, Article 20 of the Law on Securities; the issuing organization's latest quarterly financial statements (if any). Profitable business operation conditions are determined on the basis of the total profit after tax on the pro forma financial information summary reports for the latest annual accounting period and on the financial statements for the accounting period of the first year;

c) In case where the company registers to offer for sale from the year immediately following the year of restructuring (in case of merger, acquisition, or asset sale), the company registers to offer for sale from the second year after the year of restructuring onwards (in case of consolidation): The latest audited annual financial statement audited by an accredited auditing firm, the latest quarterly financial statement (if any) of the issuing organization.

Article 31. Dossiers of registration for public offering of securities of companies after the enterprise restructuring process

1. In case the company registers to offer for sale during the year of restructuring, the dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Annual financial statements audited by an accredited audit firm of enterprises participating in the restructuring of the two years preceding the year of restructuring;

b) Pro forma financial information summary reports of the year preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm of issuing organizations;

c) Financial statements of the accounting period of the last year before the restructuring time of the enterprises participating in the restructuring (in case of consolidation).

2. In case where the company registers to offer for sale in the year immediately following the year of restructuring, the dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Financial statements of the accounting period of the first year after the restructuring time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities and the pro forma financial information summary report for the accounting period of the last year prior to the time of restructuring of the issuing organization, guaranteed by an accredited audit firm (in case of consolidation);

b) Financial statements of the restructuring year, audited by an audit firm accredited by the issuing organization (in case of merger, acquisition or sale of assets);

c) The financial statements of the year preceding the year of restructuring, audited by an accredited audit firm of the enterprises participating in the restructuring.

3. In case where the company registers for offering in the second year immediately following the year of restructuring (in case of consolidation), the dossier of registration for offering includes:

a) A dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the financial statements of the second years preceding the year of registration for offering are replaced by the following statements: Financial statements of the accounting period of the first year after the restructuring time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of restructuring, audited by an accredited audit firm of enterprises participating in the restructuring;

b) The audited financial statements of the year preceding the year of restructuring of the enterprises participating in the restructuring.

4. In case where the company registers for offering from the second year after the year of restructuring (in case of merger, acquisition of enterprises, sale of assets), registers for offering from the third year after the year of restructuring (in case of consolidation), the dossier of registration for offering shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 32. Conditions for public offering of securities of companies formed after the enterprise consolidation other than enterprise restructuring

Conditions for a public company formed after the enterprise consolidation (not subject to the case of enterprise restructuring) for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a company formed after the enterprise consolidation (not subject to the case of enterprise restructuring) include:

1. Meeting relevant conditions for the public offering of stocks and bonds, in which the enterprise's conditions for profitable and non-cumulative business operations are determined in accordance with Clause 2 of this Article.

2. The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of consolidation: The latest annual financial statement audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies; the issuing organization's latest quarterly financial statements;

b) In case the company registers to offer for sale in the year immediately following the year of consolidation: the financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies that meet the requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the first year after the consolidation of the issuing organization, audited by an accredited audit firm that meets the conditions specified in Clause 3, Article 20 of the Law on Securities; the issuing organization's latest quarterly financial statements (if any). Profitable business operation conditions are determined on the basis of the total profit after tax on the financial statement of the accounting period of the last year of the company with the largest total asset value and on the financial statements for the accounting period of the first year of the issuing organization;

c) In case the company registers to offer for sale from the second year immediately following the year of consolidation: The latest audited annual financial statement audited by an accredited auditing firm, the latest quarterly financial statement (if any) of the issuing organization.

Article 33. Dossiers of registration for public offering of securities of companies formed after the enterprise consolidation other than enterprise restructuring

1. In case where the company registers for offering in the year of consolidation, the dossier of registration for offering includes:

a) The dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements:

- The annual financial statement audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies of the last two year.

- The financial statement of the latest annual accounting period before the time of consolidation of the company with the largest total asset value among the consolidated companies.

b) The latest audited annual financial statement of the remaining consolidated companies.

2. In case where the company registers for offering in the year immediately following the year of consolidation, the dossier of registration for offering includes:

a) The dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements are audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements:

- Financial statements of the accounting period of the first year after the consolidation time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies satisfying requirements specified in Clause 3, Article 20 of the Law on Securities;

- The financial statement of the year preceding the year of consolidation, audited by an accredited auditing firm of the company with the largest total asset value among the consolidated companies.

b) The audited financial statement of the year preceding the consolidation year of the remaining consolidated companies.

3. In case where the company registers for offering in the second year following the year of consolidation, the dossier of registration for offering includes:

a) A dossier of registration for public offering shall comply with relevant regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds, bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the financial statements of the second years preceding the year of registration for offering are replaced by the following statements: Financial statements of the accounting period of the first year after the consolidation time of the issuing organization, audited by an accredited audit firm that meets requirements specified in Clause 3, Article 20 of the Law on Securities; financial statements for the accounting period of the last year prior to the time of consolidation, audited by an accredited audit firm of the company with the largest total asset value among the consolidated companies satisfying requirements specified in Clause 3, Article 20 of the Law on Securities;

b) The audited financial statement of the year preceding the consolidation year of the consolidated companies.

4. In case where the company registers for offering from the third year after the year of consolidation, the dossier of registration for offering shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 34. Conditions for public offering of securities of companies after division or separation

1. Conditions for a public company being separated company for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for public offering of bonds by a separated company include:

a) Meeting relevant conditions for the public offering of stocks and bonds, in which the company's conditions for profitable and non-cumulative business operations are determined in accordance with Point b of this Clause;

b) The company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

In case the company registers for offering in the year of separation and the total asset value of the separating companies is less than 35% of the total asset value of the company before the separation: The latest audited annual financial statement of the company before the separation, audited by an accredited auditing firm, the latest quarterly financial statement of the issuing organization.

In case the company registers for offering in the year of separation and the total asset value of the separating companies accounts for 35% or more of the total asset value of the company before the separation: pro forma financial information summary reports of the year preceding the year of separation, guaranteed by an accredited audit firm with unqualified opinions, the issuing organization's latest quarterly financial statements.

In case the company registers to offer for sale from the year immediately following the year of separation: The latest audited annual financial statement of the issuing organization, audited by an accredited auditing firm; the latest quarterly financial statement of the issuing organization (if any).

2. Conditions for a public company formed after the division to offer additional stocks to the public, to offer convertible bonds and bonds accompanied with warrants to the public; conditions for a company formed after the division to offer bonds to the public shall comply with the respective regulations on public offering of stocks and bonds.

Article 35. Dossiers of registration for public offering of securities of companies after division or separation

1. In case the company registers to offer for sale during the year of separation, the dossier of registration for public offering of a separated company shall comply with corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) In case where the total asset value of the separating companies is less than 35% of the total asset value of the company before the separation: financial statements of two years immediately preceding the year of separation, audited by an accredited audit firm of the company before the separation;

b) In case where the total asset value of the separating companies is 35% or more of the total asset value of the company before the separation: Annual financial statements audited by an accredited audit firm of the company before the separation of two years immediately preceding the year of separation, pro forma financial information summary reports of the year immediately following the year of separation of the issuing organization, guaranteed by an accredited audit firm.

2. In case the company registers to offer for sale in the year immediately following the year of separation, the dossier of registration for public offering of a separated company shall comply with corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of public companies, on the dossier of registration for public offering of bonds specified in this Decree, in which the annual financial statements audited by an accredited audit firm of 02 years preceding the year of registration for offering are replaced by the following statements and reports:

a) Financial statements of the year preceding the year of offering registration of the issuing organization, audited by the accredited auditing firm;

b) Financial statements of the years immediately preceding the year of separation of the company before the separation, audited by an accredited audit firm.

3. In case where the company registers for offering from the second year after the year of separation, the dossier of registration for offering of the separated company shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

4. The dossier of registration for public offering of a company formed after the division shall comply with the corresponding regulations on the dossier of registration for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants of a public company, on dossier of registration for public offering of bonds as specified in this Decree.

Article 36. Conditions for public offering of securities in Vietnam by an enterprise established and operating under foreign laws

1. Its business operation in the year preceding the year of offering registration shall be profitable, and at the same time it has no accrued loss up to the year of offering registration and has no payable debt which has been overdue for more than 01 year (in case of offering non-convertible bonds, unaccompanied with warrants) according to international accounting standards;

2. Having a decision on approving the issuance plan and plan on using proceeds from the public offering of securities to invest in projects in Vietnam and approving a plan on payment of capital debts (in case of issuing bonds), issued by the competent authority.

3. Having an investment project into Vietnam, approved by a Vietnam-based competent authority. Total proceeds from the offering in Vietnam do not exceed 30% of the total investment capital of the project.

4. The foreign issuing organization neither transfers raised capital abroad nor withdraws its contributed own capital during the period of its licensed project.

5. Having obtained commitment(s) to purchase all for resale or purchase the remaining securities not yet fully distributed for issuance underwriting of at least one securities company licensed for securities issuance underwriting in Vietnam.

6. The issuing organization must open a frozen account to receive payments for offered securities.

7. Having a supervisory bank to supervise the use of proceeds from the offering.

8. Having a securities company’s consultancy on dossiers for registration of public offering of securities.

9. Having a commitment to list or register for stock transactions, bond listing on the securities trading system after the end of the offering.

10. Having commitments to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions, for the case of bond offering.

Article 37. Dossier of registration for public offering of stocks in Vietnam by an enterprise established and operating under foreign laws

1. A written registration of offering, made according to the Form No. 05 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. The issuing organization’s charter.

4. A decision of the Shareholders’ General Meeting approving an issuance plan and a plan on use of capital raised through the offering, the listing or registration of stocks for trading in a securities trading system.

5. The latest financial statement audited by an audit firm accredited by the competent state agency in the host country, the latest quarterly financial statement. The financial statements of the issuing organization must be made according to the international financial statement standards.

6. A decision of the Vietnam-based competent authority approving the investment projects.

7. A commitment to purchase all for resale or purchase the remaining stocks not yet fully distributed for issuance underwriting, with at least contents in the Form No. 04 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations.

8. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for offered securities.

9. A written confirmation of the bank conducting supervision of the use of capital in term of supervising the use of proceeds from the offering by the issuing organization.

10. A contract with a securities company on provision of consultancy on dossier of registration of public offering of securities.

11. A decision on approving the dossier for registration of public offering of stocks of the Board of Directors.

Article 38. Dossier of registration for public offering of bonds in Vietnam by an enterprise established and operating under foreign laws

1. A written registration of offering, made according to the Form No. 07 provided in Appendix attached to this Decree.

2. A decision of the Shareholders’ General Meeting or Board of Directors or Members’ Council or the company’s owner approving an issuance plan and a plan on use and repayment of capital raised through the public offering of bonds, and the registration for listing of bonds in a securities trading system.

3. A commitment to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

4. A commitment with a securities established and operating in Vietnam, to purchase all for resale or purchase the remaining bonds not yet fully distributed for issuance underwriting, made according to the Form No. 08 provided in Appendix attached to this Decree. In case where an issuance-underwriting combination is available, the issuance underwriting commitment must be enclosed with a contract among issuance-underwriting organizations.

5. A decision of the Board of Directors or Members’ Council or the owner of the company on approving the dossier for registration of public offering of bonds.

6. Documents prescribed in Clauses 2, 3, 5, 6, 8, 9 and 10, Article 37 of this Decree.

Article 39. Conditions for public offering of securities by a credit institution placed under special control

1. Satisfying corresponding conditions on public offering of stocks and bonds in Clauses 1, 2, 3 and 4, Article 15 of the Law on Securities and this Decree; except for conditions of having no payable debt which has been overdue for more than 01 year (for offering non-convertible bonds, unaccompanied with warrants) and conditions on profitable business operations and having no accumulated loss.

2. Having a plan on restructuring a credit institution placed under special control, approved by the competent authority.

3. Having a proposal on charter capital increase approved by the State Bank of Vietnam in accordance with law provisions on credit institutions.

Article 40. Dossier for registration of public offering of securities by a credit institution placed under special control

1. A dossier for registration of public offering of stocks and bonds shall comply with corresponding regulations in Articles 11, 12, 20, 22 and 25 of this Decree.

2. A decision of the authority competent to approve the plan on restructuring a credit institution placed under special control.

3. A written document of the State Bank of Vietnam approving a proposal on charter capital increase in accordance with law provisions on credit institutions.

Article 41. Order and procedures for public offering of securities

1. Issuing organizations and shareholders registering for offering shall submit dossiers of registration of public offering of securities to the State Securities Commission.

2. Issuing organizations and shareholders registering for offering shall be responsible for amending and supplementing dossiers of registration of public offering of securities according to Article 22 of the Law on Securities.

3. Within 07 working days after receiving a notice from the State Securities Commission on requesting for complete procedures for issuing certificates of registration for public offering of securities, issuing organizations and shareholders registering for offering shall send 06 official prospectuses to the State Securities Commission for completion of procedures for issuing certificates of registration for public offering of securities.

4. The State Securities Commission shall issue certificate of registration for public offering of securities or refuse according to Article 25 of the Law on Securities.

5. Within 07 working days after its certificate of registration of public offering of securities becomes effective, an issuing institution or shareholder registering for offering shall publish an issuance announcement on an online newspaper or a printed newspaper for 03 consecutive issues according to Clause 3, Article 25 of the Law on Securities and make information disclosure on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange. The official prospectus must be published on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange at the same time.

6. An issuing organization or shareholder registering for offering shall distribute securities in accordance with Article 26 of the Law on Securities.

7. An issuing institution or issuance underwriting organization or shareholder registering for offering shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the offering in accordance with Clause 5, Article 26 of the Law on Securities and make information disclosure on websites of the issuing organization or institutional shareholder registering for offering (if any) and the Stock Exchange on results of an offering.

8. Within 03 working days after receiving valid and complete documents reporting results of an offering, the State Securities Commission shall be responsible for:

a) Sending a written notice to the issuing organization or shareholder registering for offering on the receipt of results of an offering or issue a decision on cancellation of the public offering of securities if the results of an public offering of securities of the issuing organization fall into the cases specified at Points b and c, Clause 1, Article 28 of the Law on Securities; at the same time, send it to the Vietnam Securities Depository and Clearing Corporation;

b) Publishing information on the receipt of results of a public offering or a decision on cancellation of the public offering of securities on the State Securities Commission's website.

9. After receiving a notice on the receipt of results of a public offering by the State Securities Commission, the issuing organization and shareholder registering for offering may request to cancel the blockage of proceeds from an offering.

Article 42. Handling odd stocks and stocks which are not registered for purchase or are not paid by investors

1. The issuing organization distributing the number of odd stocks and stocks which are not registered for purchase or are not paid by investors for one or several identified investors (except for the case of offering for existing shareholders corresponding to their holding rate in the company) must ensure that conditions for offering, conditions on investors’ rights and obligations is not more convenient than conditions for offering of existing shareholders, unless otherwise approved by the Shareholders’ General Meeting.

2. The Shareholders’ General Meeting or Board of Directors shall determine criteria and the list of investors eligible for purchasing stocks as prescribed in Clause 1 of this Article. Persons with interests related to the distribution of stocks may not participate in the voting. Such stocks are restricted from transfer for at least 01 year after the date of completion of the offering.

3. The distribution of stocks specified in Clause 1 of this Article to investors must be approved by the Shareholders’ General Meeting if it falls into the following cases:

a) Offering to organizations, individuals and affiliated persons, making their holding rate exceed the holding rate prescribed at Points a and b, Clause 1, Article 35 of the Law on Securities;

b) Offering to of organizations, individuals and affiliated persons of stocks equal to 10% or more of the charter capital of the issuer in an offering or in offerings, issuances within the last 12 months.

4. Conditions of transfer restriction as prescribed in Clause 2 of this Article shall not apply to stocks bought by the issuance-underwriting organization according to the commitment in the issuance underwriting contract and in case of handling odd stocks.

Section 3. PRIVATE OFFERING OF STOCKS

Article 43. Dossier of registration for private offering of stocks by a public company

1. A written registration of offering, made according to the Form No. 10 provided in Appendix attached to this Decree.

2. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Offering objectives; quantity of stocks to be offered for sale; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria to select investors; the number of investors; strategic investors, professional securities investors and the number of stocks to be offered to each investor or authorizing to the Board of Directors to determine professional securities investors. Persons with interests related to the offering may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) In case of offering to mobilize money to implement a project, the plan on using proceeds from the offering must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

3. The decision of the Board of Directors approving subjects of offering those are professional securities investors, in case the Board of Directors is authorized by the Shareholders’ General Meeting. Persons with interests related to the offering of stocks may not participate in the voting.

4. A decision of the Board of Directors on approving the dossier of offering registration. With regard to the offering of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the offering of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

5. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

6. An issuing organization's commitment on avoiding violating regulations on cross-ownership mentioned in the Law on Enterprises.

7. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for offered stocks.

8. Documents providing information on the offering to investors (if any).

9. Documents on using the proceeds from the offering (if any).

Article 44. Condition for private offering of stocks at prices lower than their par value by public companies

1. Subjects participating in the offering only include strategic investors and the transfer of stocks is banned for at least 03 years, after the date of completion of the offering, except for the case of executing a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

2. The issuance must not lead to the cross-ownership mentioned in the Law on Enterprises.

3. Complying with Points a, d and dd, Clause 1, Article 31 of the Law on Securities and Clauses 1 and 2, Article 17 of this Decree.

Article 45. Dossier of registration for private offering of stocks at prices lower than their par value by public companies

1. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Offering objectives; quantity of stocks to be offered for sale; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria to select investors; list of strategic investors and the number of stocks to be offered to each investor. Persons with interests related to the offering of stocks may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) In case of offering to raise capital to implement a project, the plan on using proceeds from the offering must include contents on plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

2. The stock reference price list of the 60 consecutive trading days preceding the date of closing the list of shareholders to collect opinions or hold a general meeting of Shareholders to approve the issuance plan certified by a securities company.

3. The latest annual financial statement audited by an accredited audit firm.

4. Documents prescribed in Clauses 1, 4, 5, 6, 7, 8 and 9, Article 43 of this Decree.

Article 46. Conditions for private offering of preferred stocks accompanied with warrants by a public company

1. Preference shares accompanied with warrants are prescribed in the company charter.

2. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

3. Conditions specified at Points a, b, c and dd, Clause 1, Article 31 of the Law on Securities.

Article 47. Dossier of registration for private offering of preferred stocks accompanied with warrants by a public company

1. The decision of the Shareholders’ General Meeting adopting the issuance plan and the plan on use of proceeds from the offering, in which:

a) An issuance plan must clearly state Types of stocks to be offered; characteristics of preferred stocks accompanied with warrants; the number of preferred stocks accompanied with warrants; offering price or principles to determine the offering price or authorizing the Board of Directors to determine the offering price; criteria for investor selection; the number of investors; strategic investors, professional securities investors and the number of stocks offered to each investor or authorized to the Board of Directors to determine the professional securities investors; plans to exercise rights of warrants (conditions, term, the rate of exercising rights; price or methods to calculate issuing price; approving or authorizing the Board of Directors to approve the plan to ensure the stock issuance in order to exercise the right of satisfying regulations on foreign holding rate and other terms). Persons with interests related to the offering may not participate in the voting. In case where the issuance plan does not specify the offering price or the principle of determining the offering price, the offering price shall be determined according to the Law on Enterprises;

b) A plan on use of proceeds includes: The plan on use of proceeds from the offering of preferred stocks accompanied with warrants and the proposed plan on use of capital proceeds from the stock issuance to exercise rights. In case of offering to raise capital to implement a project, the proceed use plan must include contents on a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

2. The issuing organization’s charter.

3. Documents prescribed in Clauses 1, 3, 4, 5, 6, 7, 8 and 9, Article 43 of this Decree.

Article 48. Order and procedures for private offering of stocks

1. An issuing organization shall submit a dossier of registration for private offering of stocks to the State Securities Commission.

2. Within 07 working days from the date on which the complete and valid dossier is received, the State Securities Commission shall issue a written approval and post the receipt of sufficient dossier of registration for private offering of stocks by the issuing organization on its website. In case of refusal, it shall issue a written document which clearly state reasons.

3. An issuing organization must complete the private offering within 90 days from the date on which the State Securities Commission issue a written approval.

4. An issuing institution shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the offering and make information disclosure on websites of the issuing organization and the Stock Exchange on results of an offering.

5. Within 03 working days after receiving valid and sufficient reporting documents on results of an offering, the State Securities Commission shall notify in writing on the receipt of the report on results of an offering to the issuing organization, at the same time, send it to the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation and post the receipt of results of an offering on the State Securities Commission's website.

6. After receiving a notice on the receipt of results of an offering by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from an offering.

7. Interval between two consecutive private offerings or issuances of securities must be at least 06 months from the date of completion of the latest private offering or issuance, including: Private offering of stocks, convertible bonds, bonds accompanied with warrants and preferred stocks accompanied with warrants; issuing stocks for swap with shares for shareholders of a non-public joint-stock company, issuing stocks for  swap with capital contribution portions for capital-contributing members in a limited liability company; issuing stocks for swap with shares for specified shareholders in a public company; issuing stocks for debt swap.

Section 4. ISSUING STOCKS FOR SWAP

Article 49. Conditions for issuing stocks for swap with shares for shareholders of a non-public joint-stock company, swap with capital contribution portions for capital-contributing members in a limited liability company by a public company

1. Having a plan on stock issuance for swap, approved by the Shareholders’ General Meeting of the issuing organization.

2. Issued stocks subject to transfer restrictions for at least 01 year from the date of completion of the issuing, except for the case the transfer is carried out according to a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

3. Stocks and contributed capital portions are allowed to swap without transfer restriction at the time of swap according to the company charter and law provisions.

4. Having the latest annual financial statement audited by an accredited audit firm of a company having shares or capital contribution portions for swap. Audit opinions for financial statements are unqualified opinions.

5. The issuance of stocks for swap must satisfy regulations on the foreign holding rate as prescribed by laws.

6. The swap must ensure not to violate regulations on cross-ownership mentioned in the Law on Enterprises.

7. Having opinions from the National Competition Committee on economic concentration allowed to be performed or conditional economic concentration in case of swap, leading to the economic concentration subject to the economic concentration threshold requiring notice.

8. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

Article 50. Dossier of registration for issuing stocks for swap with shares for shareholders of a non-public joint-stock company, swap with capital contribution portions for capital-contributing members in a limited liability company by a public company

1. A written registration of issuing made according to the Form No. 11 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting of the issuing organization, clearly stating: The issuance purpose; amount of stocks projected to be issued, list of investors, amount of stocks projected to be issued for swap for each investor; determination method and swap ratio. Persons with interests related to the issuance of stocks may not participate in the voting.

3. A written commitment of an organization or individual holding shares or capital contribution portions for swap or written certification by the at-law representative of the company having shares or capital contribution portions for swap that such shares or capital contribution portions are not subject to any transfer restriction.

4. A latest annual financial statement audited by an accredited audit firm of an issuing organization or a company having shares or capital contribution portions for swap.

5. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

6. An issuing organization's commitment on ensuring to avoid violating regulations on cross-ownership mentioned in the Law on Enterprises.

7. The National Competition Committee's document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

8. Documents providing information on the issuance to investors (if any).

9. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

Article 51. Conditions for issuing stocks for swap with shares for specified shareholders in other public companies by a public company

1. Conditions prescribed in Article 49 of this Decree.

2. Having obtained written on-principle consents of subjects eligible for swap regarding the share swap.

3. In case where the share swap leads to the holding rate of the issuing organization and the affiliated persons in other public companies equal the level where public bid is required as prescribed in Article 35 of the Law on Securities, the swap must be approved by the Shareholders’ General Meeting of the public company having shares for swap.

Article 52. Dossier of registration for issuing stocks for swap with shares for specified shareholders in other public companies by a public company

1. Documents specified in Article 50 of this Decree.

2. A written on-principle consents of subjects eligible for swap regarding the share swap.

3. A decision of the Shareholders’ General Meeting of the public company having shares for swap, for the cases specified in Clause 3, Article 51 of this Decree.

Article 53. Conditions for issuing stocks for public bid by a public company

A public company issuing stocks for swap with shares for unspecified shareholders in other public companies must implement according to the method of public bid by issued stocks, including the following conditions:

1. Having a plan on stock issuance, approved by the Shareholders’ General Meeting of the issuing organization.

2. Having financial statements of the issuing organization in the 02 latest years which satisfy regulations specified in Clause 3, Article 12 of this Decree, the latest annual financial statement of the company having shares for swap which is audited by an accredited audit firm.

3. An issuing organization shall designate a securities company to act as a public bidding agent.

4. The company has received a securities company’s consultancy on its dossier of registration for issuance of stocks for swap, unless the issuing organization is a securities company.

5. The company commits and is obliged to list its stocks or register stock trading in a securities trading system after the issuance is completed.

6. Conditions specified at Points a and e, Clause 1, Article 15 of the Law on Securities and Clauses 5, 6 and 7, Article 49 of this Decree.

Article 54. Dossier of registration for issuing stocks for public bid by a public company

1. A written registration of issuing made according to the Form No. 12 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. The issuing organization’s charter.

4. A decision of the Shareholders’ General Meeting of the issuing organization approving an issuance plan or registration for trading in a securities trading system; in which the issuance plan must clearly state the purpose of issuing stocks for public bid, amount of stocks projected to be issued, determination method and swap ratio. In case the issuance plan to swap shares results in the issuing organization and affiliated persons holding 80% or more of the voting stocks of the public company, the amount of stocks projected for swap approved by the Shareholders’ General Meeting must meet the provisions specified at Point c, Clause 1, Article 35 of the Law on Securities.

5. Financial statements of the issuing organization for the latest 02 years which satisfy regulations specified in Clause 3, Article 20 of the Law on Securities and the latest annual financial statement of the company having shares for swap, which is audited by an accredited audit firm.

6. A written commitment of the Board of Directors on deploying the listing or registration for stock trading on the securities trading system.

7. A contract with a securities company on provision of consultancy on dossier of registration of stock issuance or acting as a public bidding agent, except for the case where the issuing organization is a securities company.

8. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

9. A written commitment of the issuing organization on satisfying regulations specified at Point e, Clause 1, Article 15 of the Law on Securities.

10. Documents prescribed in Clauses 5, 6 and 7, Article 50 of this Decree.

Article 55. Conditions for issuing stocks for swap under a consolidation or merger contract

1. Cases of issuing stocks for swap under a consolidation or merger contract which must be registered with the State Securities Commission include:

a) Issuing stocks for swap of shares or capital contribution portions under a consolidation contract between a public company and other consolidated companies;

b) A public company issues stocks for swap of all outstanding stocks of a joint-stock company, all capital contribution portions of a limited liability company under a consolidation contract.

2. Conditions for issuing stocks for swap under a consolidation or merger contract include:

a) Having a consolidation or merger plan, a plan on issuing stocks for swap and a plan on business operation after the consolidation or merger, which are approved by the Shareholders’ General Meeting or the Board of Directors or owners of companies involved in the consolidation or merger as prescribed. The votes of shareholders, members with related interests are counted as valid votes;

b) Having a consolidation or merger contract signed between the parties involved in the consolidation or merger in accordance with the Law on Enterprises or specialized laws, accompanied with draft charter of the consolidating company or merging company;

c) Having the latest annual financial statements of companies involved in the consolidation or merger which are audited by an accredited audit firm;

d) Having opinions from the National Competition Committee on economic concentration allowed to be performed or conditional economic concentration in case of swap, leading to the economic concentration subject to the economic concentration threshold requiring notice;

dd) The issuance of stocks for swap must satisfy regulations on the foreign holding rate as prescribed by laws;

e) Conditions specified at Points e, g and h, Clause 1, Article 15 of the Law on Securities.

Article 56. Dossier of registration for issuing stocks for swap under a consolidation or merger contract

1. A written registration of issuing, made according to the Forms No. 13, 14 provided in Appendix attached to this Decree.

2. A prospectus as prescribed in Article 19 of the Law on Securities.

3. A decision of the Shareholders’ General Meeting or the Members’ Council or the owner of companies involved in the consolidation or merger approving a consolidation or merger plan; a plan on issuance of stocks for swap and a plan on business operation after the consolidation or merger; approving the listing or registering for trading on the securities trading system.

4. A consolidation or merger contract.

5. A draft charter of the consolidating company or merging company.

6. The latest annual financial statement audited by an accredited audit firm, quarterly financial statements specified in Clause 5, Article 20 of the Law on Securities of companies involved in the consolidation or merger.

7. The National Competition Committee's document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

8. A decision of the Members’ Council or owner of the company or Shareholders’ General Meeting or Board of Directors (in case of being authorized by the Shareholders’ General Meeting) of companies involved in the consolidation or merger approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate.

9. A written commitment of parties involved in the consolidation or merger on satisfying regulations specified at Point e, Clause 1, Article 15 of the Law on Securities.

10. A contract with a securities company on provision of consultancy on dossier of registration of issuance of stocks, unless the issuing organization is a securities company.

11. A decision of the Board of Directors or Members’ Council or owner of the companies involved in the consolidation or merger approving the dossier of registration for issuance. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of proposal for increasing charter capital in accordance with law provisions on credit institutions. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of proposal for increasing charter capital in accordance with law provisions on insurance business.

12. Written commitments of the Boards of Directors or chairpersons of Members’ Councils or presidents of consolidated companies, Boards of Director of the merging company on deploying the listing or registration for stock trading on the securities trading system.

Article 57. Conditions for issuing stocks for debt swap by a public company

1. Having a plan of issuance for debt swap approved by the Shareholders’ General Meeting.

2. Debts to be swapped must be debts presented in the latest annual financial statement that is audited by an accredited audit firm and approved by the Shareholders’ General Meeting.

3. Having obtained written on-principle consents of creditors regarding the debt swap.

4. Interval between two consecutive private offerings or issuances must be at least 06 months from the date of completion of the latest private offering or issuance as prescribed in Clause 7, Article 48 of this Decree.

5. Conditions prescribed in Clauses 2, 5, 6 and 7, Article 49 of this Decree.

Article 58. Dossier of registration for issuing stocks for debt swap by a public company

1. A written registration of issuing made according to the Form No. 15 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting, clearly stating: the issuance purpose, amount of stocks projected to be issued, list of creditors, value of payable debts to be swapped and amount of stocks projected for swap for each creditor, determination method and swap ratio. Persons with interests related to the issuance of stocks may not participate in the voting.

3. The issuing organization’s latest annual financial statement audited by an accredited audit firm.

4. A written on-principle consents of creditors regarding the debt swap.

5. Documents prescribed in Clauses 5, 6, 7, 8 and 9, Article 50 of this Decree.

Article 59. Order and procedures for issuing stocks for swap

1. Order and procedures for issuance for cases specified in Articles 49, 51 and 57 of this Decree are similar to the order and procedures for registration for private offering of securities (except for provisions on blocked accounts) and the report on results of the issuance shall comply with Clause 3 of this Article.

2. Order and procedures for issuance for cases specified in Articles 53 and 55 of this Decree are similar to the order and procedures for registration for public offering of securities (except for provisions on blocked accounts), in which:

a) Within 30 days after receiving a complete and valid dossier of registration for issuing stocks for swap, the State Securities Commission shall grant a certificate of registration for issuing stocks; in case of refusal to grant such a certificate, it shall reply in writing, clearly stating the reason;

b) Time for the investors to register for swap is at least 20 days and the report on results of the issuance shall comply with Clause 3 of this Article.

3. Except for the case of issuing stocks for public bid as prescribed i Article 53 of this Decree, within 10 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance to the State Securities Commission and disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange. The report on results of the issuance of stocks for swap under a consolidation contract must be accompanied with an enterprise registration certificate of the company formed after consolidation.

4. In case where a public company issues stocks for public bid under Article 53 of this Decree, in addition to the order and procedures for issuance specified in Clause 2 of this Article, the public company must comply with principles of public bid and fully carry out procedures for public bid as prescribed in Section 7 of this Chapter. A dossier of registration for issuance of stocks concurrently is a dossier of registration for public bid of stocks.

Section 5. OTHER CASES OF OFFERING AND ISSUANCE

Article 60. Conditions for issuing stocks to pay dividends by a public company

1. Having a plan of issuing stocks to pay dividends approved by the Shareholders’ General Meeting.

2. Having undistributed after-tax profits that are enough to pay dividends on a basis of the latest annual financial statement audited by an accredited audit firm. In case where the public company is a parent company issuing stocks to pay dividends, profits to be decided for distribution must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

3. Having a plan on handling of fractional shares and odd lots (if any), approved by the Shareholders’ General Meeting or the Board of Directors.

4. Having a proposal for charter capital increase approved by the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or having the charter capital increase approved by the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 61. Reporting documents on the stock issuance to pay dividends by a public company

1. A report of issuing made according to the Form No. 16 provided in Appendix attached to this Decree.

2. A decision approving the issuance plan of the Shareholders’ General Meeting.

3. A decision of the Board of Directors on approving the implementation of the issuance plan.

4. The latest annual financial statement audited by an accredited audit firm.

5. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

6. A decision approving the plan on handling the fractional shares and odd lots (if any) of the Shareholders’ General Meeting or the Board of Directors.

7. A written document approving a proposal for charter capital increase of the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or a written document approving the charter capital increase of the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 62. Conditions for issuance of stocks to increase share capital from equity sources by a public company

1. Having a plan of issuing stocks to increase share capital from equity sources approved by the Shareholders’ General Meeting.

2. The equity sources must be enough to increase share capital. To be specific:

a) The equity sources to increase share capital shall be based on the financial statement of the latest period which is audited by an accredited audit firm, including the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law;

b) In case where a public company is the parent company issuing stocks to increase share capital from share capital surplus, development investment fund and other funds, the sources for implementation shall be based on the financial statement of the parent company;

c) In case where the public company is a parent company issuing stocks to increase share capital from undistributed after-tax profits, the profits to be decided for distribution must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits to be decided for distribution are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

3. It is required to ensure that the total value of the sources mentioned at Point a, Clause 2 of this Article is not lower than the total value of the share capital increased under the plan approved by the Shareholders’ General Meeting.

4. Conditions prescribed in Clauses 3 and 4, Article 60 of this Decree.

Article 63. Reporting documents on the stock issuance to increase share capital from equity sources by a public company

1. Documents prescribed in Clauses 1, 2, 3, 4, 6 and 7, Article 61 of this Decree.

2. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case where the parent company issues stocks to increase share capital from undistributed after-tax profits and the capital sources for implementation are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

Article 64. Conditions for issuing stocks under the program selected for the company’s employees by a public company

1. Having a plan of issuing stocks under the program selected for employees approved by the Shareholders’ General Meeting.

2. The total amount of stocks issued under the program in every 12 months shall not exceed 5% of the company’s outstanding stocks.

3. Having criteria and a list of employees eligible to join the program, principles to determine the amount of stocks to be distributed for each subject and time of implementation approved by the Shareholders’ General Meeting or authorized to the Board of Directors for approval.

4. In case of issuing bonus stocks for employees, the equity sources must be enough to increase share capital. To be specific:

a) The equity sources used to issue bonus stocks for employees shall be based on the financial statement of the latest period which is audited by an accredited audit firm, including the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law;

b) In case where a public company is the parent company issuing stocks to reward employees from share capital surplus, development investment fund and other funds, the sources for implementation shall be based on the financial statement of the parent company;

c) In case where the public company is a parent company issuing stocks to reward employees from undistributed after-tax profits, the profits decided to be used as a bonus for employees must not exceed the undistributed after-tax profits as recorded in the audited consolidated financial statement. In case where the profits decided to be used as a bonus for employees are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company, the company may only carry out the distribution after transferring profits from subsidiary companies to the parent company.

5. In case where the company issues bonus stocks for employees, it is required to ensure that the total value of the sources mentioned in Clause 4 of this Article is not lower than the total value of the share capital increased under the plan approved by the Shareholders’ General Meeting.

6. The issuing organization must open a frozen account to receive payment for stock purchase from employees, except for the case if issuing bonus stocks for employees.

7. In case of issuing for employees being foreign investors, the issuance of stocks must meet law regulations on foreign holding rate.

8. Issued stocks are restricted from transfer for at least 01 year after the date of completion of the issuance.

9. Conditions prescribed in Clause 4, Article 60 of this Decree.

Article 65. Reporting documents on issuance of stocks under programs selected for the company's employees of a public company

1. A report of issuing stocks, made according to the Form No. 17 provided in Appendix attached to this Decree.

2. A decision approving the plan on issuing stocks for employees of the Shareholders’ General Meeting, in which the issuance plan must clearly state: the amount of stocks to be issued, issuing price or principles to determine the issuing price or authorizing the Board of Directors to determine the issuing price. In case where the issuance plan does not specify the issuing price or the principle of determining the issuing price, the issuing price shall be determined according to the Law on Enterprises. Persons with interests related to the issuance may not vote for approval of this content.

3. A decision of the Shareholders’ General Meeting or the Board of Directors (in case of being authorized by the Shareholders’ General Meeting), approving the criteria and list of employees eligible to join the program, principles to determine the amount of stocks to be distributed to each subject and time of implementation. Persons with interests related to the issuance may not vote for approval of this content.

4. The financial statement for the latest period audited by an accredited audit firm in case of issuing bonus stocks for employees.

5. Decisions of the subsidiary companies’ competent authorities, approving the profit distribution and statements certified by the banks, proving the transfer of profits from subsidiary companies to the parent company in case of using undistributed after-tax profits as a source to issue bonus stocks for employees and the capital sources for implementation are lower than the undistributed after-tax profits recorded in the consolidated financial statement and higher than the undistributed after-tax profits recorded in the separate financial statement of the parent company.

6. A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for stocks, except for the case of issuing bonus stocks for employees.

7. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) approving the plan to ensure that the stock issuance satisfies regulations on foreign holding rate, for case of issuing stocks for employees being foreign investors.

8. Documents prescribed in Clauses 3 and 7, Article 61 of this Decree.

Article 66. Securities used by Vietnam-based foreign institutions as bonuses for their Vietnamese employees

1. The exercise of the rights associated with bonus securities shall comply with Vietnam’s regulations on foreign exchange management.

2. Securities used as bonuses for employees in Vietnam may not be traded on Vietnam’s securities market, except for the case the transfer is carried out according to a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

Article 67. Order and procedures for issuing stocks for conversion of convertible bonds by a public company

1. A public company shall issue stocks for conversion of convertible bonds under the registered issuance plan and comply with law regulations. In case of converting convertible bonds before the transfer restriction period expires, the issued shares shall be restricted to transfer within the remaining transfer restriction period of convertible bonds.

2. Within 10 days from the date of issuing stocks for conversion of convertible bonds, the issuing organization must send a report on results of the issuance to the State Securities Commission, accompanied with the State Bank of Vietnam's written document approving the proposal for charter capital increase according to the law on credit institutions with regard to issuance of stocks by credit institutions; at the same time, disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange.

3. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission's website.

Article 68. Order and procedures for issuing stocks to exercise the warrant's rights by a public company

1. A public company shall send a report on issuing stocks to exercise the warrant's rights to the State Securities Commission before exercising the warrant's rights, including the following documents:

a) A report of issuing made according to the Form No. 18 provided in Appendix attached to this Decree;

b) A decision of the Shareholders’ General Meeting approving the plan on use of capital in case where there is change in the plan on use of proceeds from the issuance compared to the projected capital use plan approved by the Shareholders’ General Meeting when issuing bonds accompanied with warrants and preferred stocks accompanied with warrants;

c) A decision of the Board of Directors on approving the implementation of the plan on issuing stocks to exercise rights;

d) A written certification by a bank or foreign bank branch of the opening of a frozen account for receiving payments for issued stocks;

dd) A written document approving a proposal for charter capital increase of the State Bank of Vietnam according to the law on credit institutions with regard to the issuance of stocks by credit institutions or a written document approving the charter capital increase of the Ministry of Finance according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

2. Within 07 working days from the date on which the complete and valid reporting documents on the issuance are received, the State Securities Commission shall notify in writing to the issuing organization and post such receipt to exercise the warrant's rights on the State Securities Commission's website; in case of refusal, a written reply clearly stating reason is required.

3. Within 07 working days from the date on which the State Securities Commission issue a notice on the receipt of sufficient reporting documents on the issuance of stocks to exercise the warrant's rights, the issuing organization shall publicize the notice of issuance on websites of the issuing organization and the Stock Exchange regarding the issuance of stocks to exercise the warrant's rights so that investors can register for exercising rights. Time for investors to register to exercise rights is at least 20 days.

4. Within 10 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds from the issuance to the State Securities Commission; at the same time, disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange.

5. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission's website.

6. After receiving a notice on the receipt of results of the issuance by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from the issuance.

Article 69. Order and procedures for issuing stocks to pay dividends, issuing stocks to increase share capital from equity sources and issuing stocks under programs selected for employees

1. The issuing organization must send reporting documents on the issuance of stocks as prescribed in Articles 61, 63 and 65 of this Decree to the State Securities Commission.

2. Within 07 working days from the date on which the complete and valid reporting documents on the issuance are received, the State Securities Commission shall notify in writing to the issuing organization and post such receipt on the State Securities Commission's website; in case of refusal, a written reply clearly stating reason is required.

3. Within 07 working days from the date on which the State Securities Commission issues a notice on the receipt of sufficient reporting documents on the issuance, the issuing organization shall publicize the notice of issuance on websites of the issuing organization and the Stock Exchange. Such the information disclosure must be carried out at least 07 working days prior to the date of completion of the issuance.

4. The date of completion of the issuance must not be more than 45 days from the date the State Securities Commission announces the receipt of sufficient reporting documents.

5. During the issuance of stocks to pay dividends or issuance of stocks to increase share capital from equity sources, if there are odd lots, the company may redeem such odd lots for use as treasury stocks under the plan approved by the Shareholders’ General Meeting or authorized to the Board of Directors for approval. The amount of stocks redeemed by the company shall be handled under Clause 7, Article 36 of the Law on Securities and relevant regulations.

6. Within 15 days after the date of completion of the issuance, the issuing organization must send a report on results of the issuance to the State Securities Commission and disclose information on results of the issuance on websites of the issuing organization and the Stock Exchange. In case of issuing stocks under the program selected for employees, the reporting documents on results of the issuance sent to the State Securities Commission must be accompanied with:

a) A list of employees participating in the program, specifying the number of stocks of each employee who made payments for purchase or distributed (in case of issuing bonus stocks for employees);

b) A written confirmation of the bank or foreign bank branch where the frozen account is opened regarding proceeds from the issuance, except for the case of issuing bonus stocks for employees.

7. Within 03 working days from the date on which the complete and valid reporting documents on results of the issuance are received, the State Securities Commission shall notify in writing on the receipt of the issuance result report to the issuing organization, at the same time, send them to the State Securities Commission, Vietnam Securities Depository and Clearing Corporation and post such receipt on the State Securities Commission's website.

8. After receiving a notice on the receipt of results of the issuance by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from the issuance, in case of issuing stocks under the program selected for employees, except for the case of issuing bonus stocks for employees.

Section 6. OVERSEAS OFFERING OF SECURITIES OF VIETNAMESE ENTERPRISES

Article 70. Overseas offering of bonds

The overseas offering of bonds of Vietnamese enterprises shall comply with regulations on offering of corporate bonds.

Article 71. Conditions on overseas offering of stocks of a public company

1. A public company may conduct overseas offering of stocks after obtaining approval from the State Securities Commission to register for overseas offering of stocks in accordance with the conditions specified in Clause 2 of this Article and satisfy the regulations in the host country.

2. Conditions for approving the proposal for overseas offering of stocks include:

a) The issuance of stocks must satisfy regulations on the foreign holding rate as prescribed by laws;

b) Having a decision of the Shareholders’ General Meeting approving the overseas offering of stocks and a plan on use of proceeds from the offering;

c) Complying with the law on foreign exchange management;

d) Obtaining the State Bank of Vietnam's approval on the overseas offering of stocks according to the law on credit institutions with regard to the issuance of stocks by credit institutions; obtaining the Ministry of Finance's approval on the overseas offering of stocks according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

Article 72. Dossier of request for approving the registration of overseas offering of stocks

1. A written proposal for approval of the registration for overseas offering of stocks, made according to form No. 19 provided in the Appendix to this Decree.

2. A decision of the Shareholders’ General Meeting approving the plan on offering of stocks and the plan on use of proceeds from the overseas offering of stocks; approving or authorizing the Board of Directors to approve the plan to ensure that the issuance of stocks satisfies regulations on foreign holding rate.

3. A written certification of a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange management that the issuing organization opens a frozen account to receive payment for stocks in foreign currencies.

4. The State Bank of Vietnam's written approval on the overseas offering of stocks according to the law on credit institutions with regard to the issuance of stocks by credit institutions; the Ministry of Finance's written approval on the overseas offering of stocks according to the law on insurance business with regard to the issuance of stocks by insurance business organizations.

5. A draft dossier of registration for offering with the competent agency of the host country where the issuing organization registers for offering or the legal opinion of the international law consulting firm that the company's offering is not required to be registered with the competent agency of the host country.

Article 73. Conditions for issuance of new stocks to serve as a basis for overseas offering of depositary receipts

1. The issuing organization having stocks serving as a basis for overseas offering of depositary receipts (hereinafter referred to as the organization issuing underlying securities) is an organization having stocks listed in Vietnam’s securities market.

2. The company’s business operation in the year preceding the year of issuance is profitable and, at the same time, the company has no accumulated loss up to the year of registration for issuance.

3. Having a plan on issuing new stocks to serve as a basis for overseas offering of depositary receipts and plan on use of proceeds from the issuance approved by the Shareholders’ General Meeting.

4. The issuance of stocks must satisfy regulations on the foreign holding rate as prescribed by laws;

5. The company has received a securities company’s consultancy on its dossier of registration for issuance of stocks, unless the organization issuing securities is a securities company.

6. The organization issuing underlying securities must open a frozen account to receive payments for issued stock at a bank or foreign bank branch permitted under the law on foreign exchange management.

7. For the issuance for the purpose of raising capital to implement projects of the organization issuing underlying securities, the amount of stocks to be sold must be at least 70% of the amount of stocks projected to be issued to implement projects. The organization issuing underlying securities must have a plan to make up for a deficit of capital expected to be raised through the issuance for project implementation.

8. The company has a commitment and must list the stocks on the securities trading system after the end of the issuance.

9. Having a scheme on overseas issuance of depositary receipts approved by the Shareholders’ General Meeting or the Board of Directors. Such a scheme must satisfy regulations of the host country.

10. Having a contract of supporting the issuance of depositary receipts between an organization issuing underlying securities and an organization issuing depositary receipts in other country.

11. Having a depositary contract between an organization issuing depositary receipts in other country and a depository member of Vietnam Securities Depository and Clearing Corporation.

12. Satisfying conditions for additional offering of stocks to the public under Points a and e, Clause 1 and Point c, Clause 2, Article 15 of the Law on Securities.

Article 74. Dossier of registration for issuance of new stocks to serve as a basis for overseas offering of depositary receipts

1. A written registration of issuing stocks, made according to the Form No. 19 provided in Appendix attached to this Decree.

2. The information disclosure paper according to the Form No. 20 provided in Appendix attached to this Decree.

3. A Shareholders’ General Meeting’s decision approving the plan of issuing new stocks to serve as a basis for overseas offering of depositary receipts; approving the plan on use of proceeds from the issuance; approving the listing of stocks on the securities trading system after the end of the issuance, in which:

a) An issuance plan must clearly state the amount of stocks to be issued, issuing price or principles to determine the issuing price or authorizing the Board of Directors to determine the issuing price; adopting or authorizing the Board of Directors to adopt a plan to ensure that the stock issuance satisfies regulations on foreign holding rate. In case where the issuance plan does not specify the issuing price or the principle of determining the issuing price, the issuing price shall be determined according to the Law on Enterprises;

b) For the issuance for the purpose of raising capital to implement projects of the organization issuing underlying securities, the plan on use of capitals must determine that the ratio of successful issuance for the purpose of project implementation is at least 70% of the total amount of stocks projected to be issued to implement projects. A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.

4. A contract with a securities company on provision of consultancy on dossier of registration of issuance of stocks, unless the organization issuing underlying securities is a securities company.

5. A written certification of a permitted bank or foreign bank branch in accordance with law provisions on foreign exchange management that the organization issuing underlying securities opens a frozen account to receive payment for stocks in foreign currencies.

6. A scheme on overseas issuance of depositary receipts.

7. Legal opinions of the international law consulting firm that the scheme satisfies requirements of the law of the host country.

8. A contract of supporting the issuance of depositary receipts.

9. A depositary contract.

10. A decision of the Board of Directors on approving the dossier of issuance registration. With regard to the issuance of stocks of credit institutions, such a dossier must contain the State Bank of Vietnam’s written approval of charter capital change. With regard to the issuance of stocks of insurance business organizations, such a dossier must contain the Ministry of Finance’s written approval of charter capital change.

11. The documents specified at Point c, Clause 1, and Points c and d, Clause 2, Article 18 of the Law on Securities; Clause 3, Article 12 of this Decree; and a written commitment on satisfaction of the conditions prescribed at Point e, Clause 1, Article 15 of the Law on Securities.

Article 75. Conditions of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. The overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam must satisfy law regulations on foreign holding rate.

2. Obtaining approval from the Shareholders’ General Meeting of the organization issuing underlying securities of the support for overseas issuance of depositary receipts on the basis of outstanding stocks.

3. Conditions prescribed in Clauses 1, 9, 10 and 11, Article 73 of this Decree.

Article 76. Dossier of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. A written registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam made according to the Form No. 21 provided in Appendix attached to this Decree.

2. The information disclosure paper according to the Form No. 22 provided in Appendix attached to this Decree.

3. A decision of the Shareholders’ General Meeting of the organization issuing underlying securities approving to support the overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam.

4. Documents prescribed in Clauses 6, 7, 8 and 9, Article 74 of this Decree.

Article 77. Order and procedures for approving a proposal for registration of overseas offering of stocks

1. The issuing organization shall send a dossier of request for approving the registration of overseas offering of stocks as prescribed in Article 72 of this Decree to the State Securities Commission before sending the official dossier of registration for offering to the competent agencies in other countries.

2. Within 10 days after receiving a complete and valid dossier, the State Securities Commission shall issue a written approval of proposal for registration of overseas offering of stocks and post it on its website. In case of refusal, a written reply clearly stating reasons is required.

3. Within 07 working days from the date on which the State Securities Commission issues a written approval, the issuing organization must publicize the State Securities Commission’s approval of proposal for registering for overseas offering of stocks on websites of the issuing organization and the Stock Exchange.

4. An issuing organization must complete the stock distribution within 90 days from the date on which the State Securities Commission issue an approval. In case the issuing organization cannot complete the distribution of stocks within this time limit, the State Securities Commission may consider extending the time limit for distribution of stocks for no more than 30 days.

5. An issuing institution shall send a report on results of an offering to the State Securities Commission within 10 days after the completion of the offering, accompanied with a written certification by a permitted bank or foreign bank branch where a frozen account is opened of the proceeds from the offering and at the same time, make information disclosure on websites of the issuing organization and the Stock Exchange on results of an offering.

6. Within 03 working days after receiving valid and sufficient reporting documents on results of an offering, the State Securities Commission shall notify in writing on the receipt of the report on results of an offering to the issuing organization, at the same time, send it to the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation and post the receipt of results of an offering on the State Securities Commission's website.

7. After receiving a notice on the receipt of results of an offering by the State Securities Commission, the issuing organization may request to cancel the blockage of proceeds from an offering.

Article 78. Order and procedures for issuing new stocks to serve as a basis for overseas offering of depositary receipts and registration for supporting overseas issuance of depositary receipts on the basis of outstanding stocks in Vietnam

1. An organization issuing underlying securities must send a dossier of registration for issuance of new stocks to serve as a basis for overseas offering of depositary receipts, a dossier of registration for supporting overseas issuance of depositary receipts on the basis of outstanding stocks as prescribed in Articles 74 and 76 of this Decree to the State Securities Commission.

2. Within 30 days after receiving a valid and complete dossier, the State Securities Commission shall grant a certificate of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts (in case of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts), or issue a written approval on supporting the overseas issuance of depositary receipts on the basis of outstanding stocks (in case of registration for supporting the overseas issuance of depositary receipts on the basis of outstanding stocks) to the organization issuing underlying securities and post the grant of certificate of issuance registration or written approval on the State Securities Commission's website. In case of refusal, a written reply clearly stating reasons is required.

3. Within 07 working days from the date on which the State Securities Commission grants a certificate of issuance registration or issues a written approval, the organization issuing underlying securities must disclose information regarding the State Securities Commission’s grant of certificate of issuance registration or written approval on websites of the organization issuing underlying securities and the Stock Exchange.

4. In case of issuing new stocks to serve as a basis for overseas offering of depositary receipts, the distribution must be carried out within 90 days from the effective date of the certificate of registration for issuing new stocks to serve as a basis for overseas offering of depositary receipts. In case of failing to complete the distribution within this time limit, the State Securities Commission may, based on the written proposal of the organization issuing underlying securities, consider extending the time limit for no more than 30 days.

5. Within 30 days after the end of the issuance of depositary receipts on the basis of the newly issued stocks, the organization issuing underlying securities shall send a report on results of the issuance of stocks to serve as a basis for overseas offering of depositary receipts to the State Securities Commission, accompanied with a written certification of a permitted bank or foreign bank branch where a frozen account is opened of the proceeds from the issuance and a written certification of the organization issuing depositary receipts on results of the depositary receipt issuance; at the same time, disclose information about results of the issuance on websites of the organization issuing underlying securities and the Stock Exchange.

6. Within 03 working days after receiving valid and complete reporting documents on results of an issuance of new stocks to serve as a basis for overseas offering of depositary receipts, the State Securities Commission shall be responsible for:

a) Sending a written notice to the organization issuing underlying securities on the receipt of results of an issuance or issue a decision on cancellation of the stock issuance if the results of an issuance of the organization issuing underlying securities fail to satisfy conditions for raising adequate capital portions for the issuing organization’s project implementation as specified at Point d, Clause 2, Article 15 of the Law on Securities; at the same time, send it to the Vietnam Securities Depository and Clearing Corporation;

b) Publishing information on the receipt of the report on results of an issuance or a decision on cancellation of the issuance on the State Securities Commission's website.

7. After receiving a notice on the receipt of results of an issuance by the State Securities Commission, the organization issuing underlying securities may request to cancel the blockage of proceeds from an issuance; additionally register, deposit and list the newly issued stocks to serve as a basis for overseas offering of depositary receipts.

8. The organization issuing new stocks to serve as a basis for overseas offering of depositary receipts shall exercise obligations to report and disclose information regarding public offering of securities.

Article 79. Cancellation of depositary receipts and overseas issuance of new depositary receipts

1. An organization issuing depositary receipts may only issue depositary receipts on the basis of stocks, including the amount of new stocks actually issued to serve as a basis for issuance of depositary receipts and amount of outstanding stocks registered for serving as a basis for issuance of depositary receipts, except for the case specified in Clause 2 of this Article.

2. An organization issuing depositary receipts may issue depositary receipts on the basis of newly generated stocks due to the exercising of shareholder’s rights with regard to the owned stocks under the scheme on issuing depositary receipts. An organization issuing depositary is not required to register the issuance of depositary receipts on the basis of newly generated stocks as mentioned above to the State Securities Commission.

3. Depositary receipts shall be canceled upon request of the depositary receipt owner or according to the scheme on issuing depositary receipts.

4. When depositary receipts are canceled, the organization issuing depositary receipts may be act on behalf of the depositary receipt owner to sell the stocks equivalent to the canceled depositary receipts on the Stock Exchange in Vietnam, or transfer such stock amounts to the investor's account which is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation as prescribed.

5. The transfer of the amount of stocks equivalent to the canceled depositary receipts to the investor's account that is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation may be carried out only when:

a) Regulations on the ownership of investors and foreign investors under Vietnamese laws are complied with;

b) After transferring the stocks into accounts, the holding rate of investors and investors’ affiliated persons must not exceed levels requiring public bid as prescribed in Clause 1, Article 35 of the Law on Securities.

6. Depositary receipts canceled upon the investor's request may be re-issued. The amount of re-issued depositary receipts must not higher than the canceled depositary receipt amount.

Article 80. The holding rate

The amount of stocks serving as a basis for overseas issuance of depositary receipts shall be counted into the amount of stocks held by the foreign investors.

Article 81. Responsibilities of organizations issuing depositary receipts, shareholders and investors holding depositary receipts

1. Responsibilities of organizations issuing depositary receipts

a) Organizations issuing depositary receipts are not allowed to issue depositary receipts on the basis of the amount stocks higher than the amount of stocks used as a basis for issuance of depositary receipts;

b) To implement commitments to investors under the scheme on issuing depositary receipts and law regulations;

c) To provide information of the depositary receipt owner (name, citizenship, amount of stocks equivalent to the amount of owned depositary receipts) at the date of closing the shareholder list for the organization issuing underlying securities, in case where the depositary receipt owner directs the organization issuing depositary receipts to sign for voting at the Shareholders’ General Meeting.

2. Responsibilities of shareholders and investors holding depositary receipts

a) When the listed company's shareholder holds depositary receipts resulting in the total holding rate of stocks and the portions of stocks equivalent to the depositary receipts held in other countries reaches to the level requiring information disclosure in term of stock holding, such shareholder shall be responsible for making information disclosure according to regulation on information disclosure;

b) The listed company’s shareholder may only purchase depositary receipts with an amount to ensure that the total holding rate of stocks and the portions of stocks equivalent to the depositary receipts held in other country of the shareholder and his/her/its affiliated persons does not exceed levels requiring public bid as prescribed in Clause 1, Article 35 of the Law on Securities;

c) Major shareholders and insiders of an organization issuing underlying securities shall be responsible for making information disclosure and report to the State Securities Commission under regulations on information disclosure to such subjects before transferring stocks into the account of an organization issuing depositary receipts in other country which is opened at the depository member of the Vietnam Securities Depository and Clearing Corporation.

Section 7. PUBLIC BID OF STOCKS AND CLOSED-END FUND CERTIFICATES

Article 82. Principles of public bid

1. The public bid must ensure the equality to all shareholders of the target company and investors of the target investment fund.

2. Parties participating in the public bid are provided with adequate information in order to approach stock or closed fund certificate bids.

3. The discretion of shareholders of target companies and investors of target investment funds is respected.

4. An individual or organization making public bid shall designate a securities company to act as a public bidding agent.

Article 83. Cases of public bid

1. Cases subject to public bid are prescribed in Clause 1, Article 35 of the Law on Securities.

2. In addition to the cases subject to public bid specified in Clause 1 of this Article, institutions and individuals that wish to make public bids for stocks of public companies or closed-end fund certificates shall fully comply with regulations on public bid provided in this Decree.

Article 84. Approval of exemption from public bid

For cases not subject to public bid as prescribed at Point b, Clause 2, Article 35 of the Law on Securities, shareholders and investors being  transferors, transferees and affiliated persons of such shareholders and investors are not allowed to vote for the transfer of stocks and closed-end fund certificates. Decisions of the Shareholders’ General Meeting, Investors’ General Meeting on the transfer of stocks and closed-end fund certificates shall be adopted if obtaining approval from shareholders and investors holding 50% or more of the total votes of all remaining shareholders and investors who have voting rights; the specific rate shall be prescribed in the target company charter.

Article 85. Public bid registration dossiers

1. In case where an organization or individual making public bid makes payment in cash, a public bid registration dossier comprises:

a) A written registration of public bid, made according to the Form No. 23 provided in Appendix attached to this Decree;

b) The information disclosure paper according to the Form No. 24 provided in Appendix attached to this Decree;

c) A decision approving the public bid of the competent authority of an organization registering for public bid;

d) The credit institution's written certification of payment underwriting for an organization or individual making a public bid or written certification of blockade of the bank account of the organization or individual making a public bid to ensure that such individual or organization has enough money to make a public bid. Such document must be sent to the State Securities Commission before the date on which the State Securities Commission issue a written notice on the receipt of a complete dossier;

dd) A document of securities companies confirming act as public bidding agents;

e) The National Competition Committee's document on conducted economic concentration or conditional economic concentration in the event of a public bid resulting in activities of economic concentration falling under the threshold of economic concentration requiring notice.

2. In case of public bid with issued stocks, the dossier of registration for public bid shall comply with Article 54 of this Decree.

Article 86. Order and procedures for public bid registration

1. An organization or individual making public bid shall send a dossier of registration for public bid to the State Securities Commission; at the same time, send it to the target company and the securities investment fund management company managing the target investment fund.

2. Within 03 working days from the date of receipt of the dossier of registration for public bid, the target company or the securities investment fund management company managing the target investment fund shall disclose information about receipt of a request for public bid on the websites of the target company, the securities investment fund management company managing the target investment fund, and the Stock Exchange.

3. Within 15 days from the date on which the complete and valid dossier is received, the State Securities Commission shall notify in writing to the organization or individual making public bid and post such receipt on the State Securities Commission's website; in case of refusal, a written reply clearly stating reason is required.

4. The regulations of Clause 3 of this Article shall not apply to the case of issuing stocks for public bid as prescribed in Article 53 of this Decree.

Article 87. Responsibilities of the Board of Directors of a target company or the Representative Board of a target investment fund

1. Within 10 days after receiving a dossier of registration for public bid, the Board of Directors of a target company, the Representative Board of a target investment fund shall disclose information for shareholders and investors on websites of a target company, securities investment fund management company managing target investment fund on evaluation and recommendation on public bids; at the same time send a report to the State Securities Commission.

2. Evaluation and recommendation on the public bid of stocks and closed-end fund certificates of the Board of Directors of a target company and Representative Board of a target investment fund must be made in writing. In case one or several members of the Board of Directors or Representative Board of the fund have different opinions, the Board of Directors or Representative Board of the fund shall disclose these opinions.

Article 88. Responsibilities of persons who know public bid information

Organizations making public bid, insiders and affiliated persons of the organizations making public bid and other persons who know public bid information are not allowed to take advantage of such information to buy and sell securities; to provide information, incite and entice others to buy and sell securities prior to the time the offering information is announced.

Article 89. Responsibilities of organizations and individuals making public bid

1. From the time a competent authority of the organization making public bid issues a decision on a public bid or from the time when an individual making public bid sends a public bid registration dossier to the State Securities Commission to the time of completion of the bidding, an organization or individual making public bid is not allowed to take the following acts:

a) Directly or indirectly purchasing or committing to purchase stocks, rights to buy shares, warrants and convertible bonds of the target company or closed-end fund certificates of the target investment fund, rights to buy closed-end fund certificates outside the drive of public bid;

b) Selling, committing to selling stocks or closed-end fund certificates currently subject to public bid;

c) Unequally treating holders of the same type of stocks, closed-end fund certificates currently subject to public bid;

d) Privately providing information to shareholders, investors at different levels or different times;

dd) Refusing to purchase stocks, closed-end fund certificates currently subject to public bid, unless approved to withdraw the request for public bid as prescribed in Article 92 of this Decree;

e) Purchasing stocks, closed-end fund certificates in contravention of the terms disclosed in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

2. An organization or individual making public bid must comply with regulations on foreign holding rate at target company in accordance with law provisions.

3. An organization or individual making public bid shall be responsible for fully disclose the following information at the time of sending the dossier disclosing information on public bid in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks):

a) Number of stocks, convertible bonds, warrants, rights, closed-end fund certificates of the target company, the target investment fund owned or indirectly owned through a third party by the organization or individual making public bid and affiliated persons;

b) Transactions and commitments related to stocks and closed-end fund certificates of a target company or target investment fund.

Article 90. Obligations of public bidding agents

1. To guide organizations and individuals in making public bids in strict accordance with this Decree and bear joint responsibility in case these organizations and individuals violate regulations on public bid.

2. To act as agents to register to sell stocks and closed-end fund certificates; receive registration of share swap and transfer of stocks and closed-end fund certificates to organizations or individuals making a public bid within the time limit specified in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

3. To ensure organizations and individuals making public bid have enough money for making public bids at the time of official public bidding according to the registration dossier with regard to a public bid for payment in cash as prescribed in Clause 1, Article 85 of this Decree.

Article 91. Principles of identification of public bid prices

1. With regard to the case of public bid for payment in cash

a) The bidding price must not be lower than the average reference price of 60 consecutive days before the written registration of public bid is sent and than the highest purchase price of public bids for stocks and closed-end fund certificates of a target company or target investment fund during this period;

b) In the course of public bid, organizations or individuals making public bid are not allowed to reduce the public bidding price;

c) In case of increasing the public bidding price, organizations or individuals making public bid must disclose the adjusted price at least 07 days before the last day of receipt of sale registration and the date on which the adjusted price is applied to all shareholders and investors registering to sell. In this case, organizations or individuals registering for public bid must ensure solvency for the amount arising from the increase in the public bidding price.

2. In the case of a public bid with issued stocks, the stock swap ratio shall be approved by the Shareholders’ General Meeting of the organization making public bid in accordance with Clause 1, Article 53 of this Decree.

Article 92. Withdrawal of public bids

1. After disclosing the public bid information under Clause 1, Article 93 of this Decree to the last day of receipt of sale registration, an organization or individual may only request for withdrawing its bids when one of the following events occur:

a) The volume of stocks or closed-end fund certificates registered for sale or swap does not reach the minimum percentage disclosed by the organization or individual making public bid in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

b) The target company increases the volume of voting stocks through conversion of preferred shares;

c) The target company reduces the volume of voting stocks;

d) The target company issues stocks, convertible bonds, bonds accompanied with warrants, rights or the target investment fund issues closed-end fund certificates to increase its charter capital;

dd) The target company sells its assets with a value of 35% of the total asset value on the basis of the financial statements for the latest period.

2. Cases eligible to request for withdrawing public bids must be clearly stated in the announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks).

3. An organization or individual making public bids shall report to the State Securities Commission on the withdrawal of its proposal for public bid within 03 working days from the date on which events specified in Clause 2 of this Article occur. Within 03 working days after receiving a request for withdrawing public bids, the State Securities Commission shall reply in writing.

4. In case of being allowed to withdrawal of a public bid, the organization or individual making public bid must announce the withdrawal of the request for public bid on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange within 24 hours after receiving the written notice from the State Securities Commission.

Article 93. Public bidding transactions

1. Within 07 working days from the date of the State Securities Commission's notice of receipt of all documents for registration of a public bid or issuance of the Certificate of issuance registration (in case of public bid with issued stocks ), an organization or individual making public bid must make information disclosure as follows:

a) Publishing the notice of public bid, announcement disclosing public bidding information (in case of public bid for payment in cash) or prospectus (in case of public bid with issued stocks) on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange;

b) The public bid shall be made only after at least 03 days from the date on which the information is disclosed by the organization or individual making public bid in accordance with Point a of this Clause.

2. The duration of a public bid must be at least 30 trading days and maximum 60 trading days from the date of commencement of receipt of registration for sale or swap as defined in the notice of public bid.

3. Amount of stocks, closed-end fund certificates registered for sale or swap by shareholders or investors are not allowed to be traded until the end of the public bid, except for the case of shareholders or investors withdraw the sale registration or swap registration as prescribed in Clause 4 of this Article.

4. Shareholders and investors have the right to withdraw the registration for sale or swap during the public bid when conditions for public bid are changed or other organizations or individuals make a competitive bid for stocks, closed-end fund certificates of target companies, target investment funds.

5. In case the volume of stocks, closed fund certificates which are bid for is smaller than that registered for sale or swap, the determination of the volume of stocks and closed-end fund certificates allowed to purchase or swap of each shareholder or investor shall be based on the proportion to the volume of stocks and closed-end fund certificates registered for sale or swap by each shareholder or investor and at a price or swap rate fair to all shareholders or investors.

Article 94. Continuation of public bid

Within 05 working days after the last day of receipt of the sale or swap registration, organizations and individuals subject to continuation of public bid under Point c, Clause 1, Article 35 of the Law on Securities shall be responsible for notifying the State Securities Commission, at the same time making information disclosure on the continuation of public bid on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange.

Article 95. Reporting and disclosure of information on public bid results

1. Within 05 days after the completion of a public bid, an organization or individual making public bid shall send to the State Securities Commission a report on the public bid result, and concurrently disclose information on the public bid result on the websites of the institutional public bidder (if any), public bidding agent and the Stock Exchange.

2. For cases of public bid with issued stocks, a report on the public bid result is concurrently a report of an issuance result.

Article 96. Carrying out the activities of public offering, issuance and bid

The Minister of Finance shall provide guidance on the form of the notice of securities offering, form of the report on the offering results; form of the notice of issuance, form of report on issuance results; forms of the notice of public bid and report on public bid results and other forms guiding the implementation of the activities specified in this Chapter.

Chapter III

ORGANIZATION OF A SECURITIES TRADING MARKET

Section 1. MEMBERS OF THE STOCK EXCHANGE

Article 97. Conditions for becoming a trading member

1. A securities company must be a clearing member or a depository member having a clearing or payment entrustment contract with general clearing members. In case of registration to become a member of trading in debt instruments, the securities company must be a depository member and licensed to fully perform securities trading operations as prescribed in Clause 1, Article 72 of the Law on Securities.

2. Satisfying requirements of information technology infrastructure, professional processes and personnel according to the regulations of the Stock Exchange.

3. Not being placed under control or special control in accordance with law provisions.

Article 98. Dossier of registration of trading members

1. A written registration of members, made according to the Form No. 25 provided in Appendix attached to this Decree.

2. An establishment and securities business license.

3. A certificate of clearing member (in case the securities company is a clearing member registering to become a trading member); or a certificate of depository member and clearing or payment entrustment contract with general clearing members (in case the securities company is not a clearing member registering to become a trading member); or a certificate of depository member (in case the securities company registers to become a member trading in debt instruments).

4. An explanations of information technology infrastructure and professional processes and personnel.

Article 99. Conditions for becoming a special trading member and State Treasury participating in debt instrument trading

1. Conditions for becoming a special trading member include:

a) Being a commercial bank or foreign bank branch having the actually contributed or granted capital at least equal to the legal capital and not being placed under special control in accordance with the law on credit institutions;

b) Being a depository member or an organization opening a direct account at the Vietnam Securities Depository and Clearing Corporation;

c) Satisfying requirements of information technology infrastructure, professional processes and personnel for debt instrument trading activities according to the regulations of the Stock Exchange.

2. Conditions for the State Treasury to participate in debt instrument trading activities include:

a) Being an organization opening a direct account at the Vietnam Securities Depository and Clearing Corporation;

b) Satisfying the conditions specified at Point c, Clause 1 of this Article.

3. Special trading members and State Treasury are only allowed to conduct debt instrument trading for them.

Article 100. Dossier of registration for becoming a special trading member and State Treasury participating in debt instrument trading

1. A dossier of registration of special trading members for a commercial bank or foreign bank branch comprises:

a) Documents prescribed in Clause 1, Article 98 of this Decree;

b) An establishment and operation license or branch opening license issued by the competent agency;

c) The certificate of depository member or a contract on provision of services between the Vietnam Securities Depository and Clearing Corporation and a commercial bank or foreign bank branch regarding the opening of a direct account;

d) An explanations of information technology infrastructure and professional processes and personnel.

2. A dossier of participating in debt instrument trading by State Treasury includes:

a) The documents specified at Points a and d, Clause 1 of this Article;

b) A contract on provision of services between the Vietnam Securities Depository and Clearing Corporation and the State Treasury regarding the opening of a direct account.

Article 101. Order and procedures for registration of trading members, special trading members and State Treasury participating in debt instrument trading

1. Within 03 working days after receiving a complete and valid dossier, the Stock Exchange shall send a written request to the member registration organization to complete its facilities, install the system, and connect trading data transmission and testing software.

2. Within 05 working days from the date on which the member registration organization satisfies the requirements on material and technical facilities on the basis of the inspection results of the Stock Exchange, the member registration organization shall sign the contract on provision of services with the Stock Exchange and register the official trading date.

3. Within 03 working days from the date on which the member registration organization completes the requirements to prepare for trading as prescribed in Clauses 1 and 2 of this Article, the Stock Exchange shall issue a decision on approval of membership and publish information about members on the information disclosure media of the Stock Exchange.

4. The order and procedures for the State Treasury to register participation in debt instrument trading are specified in Clauses 1, 2 and 3 of this Article.

Article 102. Conditions, dossiers, order and procedures for registration of trading members of a securities company formed after consolidation or merger

1. In case where there is at least 01 consolidated company as the trading member prior to the time of consolidation; or the merging company is not a trading member but at least 01 merged company is the trading member before the time of merger, the conditions to become a trading member are prescribed as follows:

a) Continuing to use the information technology infrastructure for securities trading activities of the securities company that is a trading member prior to the time of consolidation or merger;

b) Satisfying the conditions on personnel and professional processes according to the regulations of the Stock Exchange.

2. In case where the merging securities company is a trading member before the time of merger:

The merging securities company is allowed to continue to be a trading member after completing the merger. The Stock Exchange shall issue a decision to cancel the trading membership of the merged securities company right after receiving the revised establishment and securities business license of the merging securities company issued by the State Securities Commission.

3. In case the consolidating securities company or merging securities company does not fall into the cases specified in Clauses 1 and 2 of this Article, the conditions for becoming a trading member are specified in Article 97 of this Decree.

4. A dossier of registration of trading members for the cases specified in Clause 1 of this Article includes:

a) A written registration of members, made according to the Form No. 25 provided in Appendix attached to this Decree (for merging securities companies) or a written registration of members, made according to the Form No. 26 provided in Appendix attached to this Decree (for consolidating securities company);

b) A written request for cancellation of the trading membership of the consolidated company or the merged company, made according to the Form No. 27 provided in Appendix attached to this Decree;

c) A decision of the State Securities Commission on approval of consolidation or merger;

d) Resolutions of the Board of Directors or Members’ Council or decisions of the company owners of the merged companies and the merging company committing on the fact that the merging securities company and consolidating securities company shall continue to use information technology infrastructure, professional processes and personnel for securities trading activities of the member securities companies participating in the consolidation or merger. In case there is a change in personnel and trading process, the company must supplement relevant documents, clearly stating the changes.

5. Order and procedures for registration of trading members for the cases specified in Clause 1 of this Article:

If the dossier of registration of trading members is complete and valid, the Stock Exchange shall issue a decision approving the trading membership right after receiving the establishment and securities business license of the consolidating securities company or the revised establishment and securities business license of the merging securities company issued by the State Securities Commission; at the same time, cancel the membership of securities companies participating in the consolidation and the merged securities companies.

6. Dossiers, order and procedures for registration of trading members for the cases specified in Clause 3 of this Article shall comply with Articles 98 and 101 of this Decree.

Article 103. Voluntary cancellation of the membership of a trading member, a special trading member and voluntary cancellation of the participation in debt instrument trading by the State Treasury

1. A dossier of voluntary cancellation of trading membership includes:

a) A written request for cancellation of membership, made according to the Form No. 27 provided in Appendix attached to this Decree;

b) A decision of the Shareholders’ General Meeting, the Members’ Council or the company owner approving the cancellation of membership or withdrawal of securities brokerage operations for securities companies or dissolution of the company, or consolidation, merger;

c) Decision of the Board of Directors or the Members’ Council or the owner of the company approving the plan for handling financial obligations and other unfulfilled obligations toward the Stock Exchange.

2. A dossier of voluntary cancellation of special trading membership comprises documents specified at Points a and c, Clause 1 of this Article, for commercial banks and foreign bank branches.

3. A dossier of voluntary cancellation of the participation in debt instrument trading by the State Treasury comprises documents specified at Point a, Clause 1 of this Article.

Article 104. Order and procedures for voluntary cancellation of the membership of a trading member or a special trading member and voluntary cancellation of the participation in debt instrument trading by the State Treasury

1. Within 03 working days from the date of receipt of a complete and valid dossier, the Stock Exchange shall issue a written notice on suspension of trading and financial obligations and other obligations of members toward the Stock Exchange.

Debt instrument trading members must complete the second transaction of the repo transaction, repo and acquisition transaction, loan and lending transaction of the trading member and the customer (if any) before the date of trading suspension.

2. Within 24 hours from the date of receiving the notice of suspension of trading from the Stock Exchange, a member is obliged to disclose information about the suspension and cancellation of membership.

3. Within 30 days from the date of receipt of the notice from the Stock Exchange as prescribed in Clause 1 of this Article, members shall be responsible for fulfilling all obligations as notified by the Stock Exchange.

4. Within 05 working days from the date on which a member fulfills obligations as prescribed in Clause 3 of this Article, the Stock Exchange shall issue a decision to cancel the membership.

5. During the period of trading suspension to perform procedures for canceling the trading membership, securities companies are not allowed to sign contracts to open securities trading accounts, extend contracts with customers for trading through the trading system of the Stock Exchange; must perform settlement, account transfer at the request of customers (if any).

6. The order and procedures for voluntary cancellation of the participation in debt instrument trading by the State Treasury shall comply with Clauses 1, 2 3, and 4 of this Article.

Article 105. Suspension of members’ trading operations

1. The Stock Exchange shall suspend part or all of trading operations of a member in the following cases:

a) Being suspended from securities brokerage or securities dealing operation; being suspended from securities depository, securities clearing and payment operations;

b) Failing to overcome the state of special control or control as prescribed by law;

c) Failing to meet the conditions specified in Clause 2, Article 97, and Article 99 of this Decree and failing to remedy these conditions after the time limit required by the Stock Exchange;

d) Suspension of securities brokerage or securities dealing and obtaining approval of the State Securities Commission;

dd) Having a certificate of clearing member revoked without a clearing or payment entrustment contract with a general clearing member (for trading members being clearing members);

e) Failing to have a clearing or payment entrustment contract with a general clearing member or a clearing or payment entrustment contract with a general clearing member that is no longer valid (for non-clearing trading members);

g) Other cases according to the regulations of the Stock Exchange.

2. The method of determination, duration and scope of suspension of trading operations shall comply with the regulations of the Stock Exchange.

Article 106. Mandatory cancellation of a trading or special trading membership

1. A trading member or special trading member will have its membership mandatorily canceled in one of the following cases:

a) The member fails to fulfill obligations as requested by the Stock Exchange in accordance with Article 104 of this Decree within 60 days from the date of the Stock Exchange's notice of suspension of trading in order to voluntarily cancel the membership;

b) Within 60 days from the date on which the Stock Exchange issues a decision approving the membership status but fails to conduct trading activities through the trading system of the Stock Exchange;

c) Past the duration of suspension of securities trading activities but the member fails to remedy the reasons for the suspension;

d) Having a securities depository registration certificate or a certificate of depository member revoked;

dd) Other cases according to the regulations of the Stock Exchange.

2. At the end of the period specified at Point a, Clause 1 of this Article, the Stock Exchange shall issue a decision to cancel the trading membership.

3. Procedures for mandatory cancellation of a membership for the cases specified at Points b, c, d and dd, Clause 1 of this Article:

a) When events specified at Point b, c, d and dd, Clause 1 of this Article occur, the Stock Exchange shall issue a written notice on suspension of trading, financial obligations and other obligations of members toward the Stock Exchange.

Debt instrument trading members must complete the second transaction of the repo transaction, repo and acquisition transaction, loan and lending transaction of the trading member and the customer (if any) before the date of trading suspension;

b) Within 24 hours from the time of receiving the notice of suspension of trading from the Stock Exchange, a member is obliged to disclose information about the suspension and cancellation of membership;

c) Within 30 days from the date of receipt of the notice from the Stock Exchange as prescribed at Point a of this Clause, members shall be responsible for fulfilling all obligations as notified by the Stock Exchange;

d) Within 05 working days from the date on which a member fulfills obligations as notified by the Stock Exchange or the period specified at Point c of this Clause expires, the Stock Exchange shall issue a decision to cancel the membership.

4. During the trading suspension to perform procedures to cancel the trading membership, the securities company must comply with Clause 5, Article 104 of this Decree.

Section 2. LISTING OF SECURITIES IN VIETNAM OF DOMESTIC ISSUING ORGANIZATIONS

Article 107. General provisions

1. A financial statement of the organization registering for listing must comply with the following regulations:

a) Financial statements shall be made in accordance with the accounting law. In case where organization registering for listing is a parent company, it shall submit consolidated financial statements and financial statements of the parent company. In case where the organization registering for listing is a superior accounting unit with affiliated units without legal status, the organization registering for listing must submit general financial statements;

b) The annual financial statement must be audited by an accredited audit firm. Audit opinions for financial statements are unqualified opinions. In case an audit opinion is a qualified opinion, the exception does not impact listing conditions. An organization registering for listing must have documents on reasonable explanation about, and an audit firm’s certification of, impacts of the exception that does not impact listing conditions;

c) In case of consolidation or merger: Financial statements of the last accounting period from the beginning of the fiscal year to the consolidation time of the companies participating in the consolidation and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company must meet the requirements provided in Point b of this Clause; the annual financial statements of the companies participating in the consolidation or merger must be audited by an accredited audit firm;

d) In case the time of sending a complete and valid dossier of registration for listing to the Stock Exchange is past the time limit for disclosure of information on quarterly financial statements as prescribed for listed companies, the organization registering for listing must supplement the financial statements of that quarter. In case of registration for listing after the closing date of the biannual financial statement period, the organization registering for listing must supplement the biannual financial statements examined by an accredited audit firm;

dd) In case after the latest accounting period is audited, the organization registering for listing shall issue to increase charter capital (except for the case of issuing stocks to pay dividends, issuing stocks to increase share capital from equity sources, issuing bonus stocks to employees, issuing stocks to convert bonds), the organization registering for listing must supplement the equity report audited by an accredited audit firm or financial statement audited by an accredited audit firm.

2. The pro forma financial information summary reports must be guaranteed by an accredited audit firm with unqualified opinions.

3. The after-tax profit rate of return on equity (ROE) shall be calculated by the percentage of after-tax profit compared with the average equity in the year of the enterprise, in which:

a) In case the organization registering for listing is a parent company, the ROE shall be determined based on the consolidated financial statements, in which the target of after-tax profit is the profit after tax of the shareholders of the parent company and the equity is determined after the interest of non-controlling shareholders has been eliminated. In case where the organization registering for listing is a superior accounting unit with affiliated units without legal status, the after-tax profit target of an organization registering for listing shall be determined in the general financial statements;

b) In a year where there are activities of enterprise conversion, consolidation, merger or separation of companies, the after-tax profit target shall be the total after-tax profit of the periods in the year preceding the year of registration for listing determined in the audited financial statements in each stage of operation, the equity index shall be calculated on the average of equity at the beginning of the period, equity at the end of the operation periods;

c) In case the organization registering for listing is a public company formed after consolidation, merger, division, separation and other restructuring cases, the positive ROE ratio shall be determined based on the positive after-tax profit and positive average equity;

d) The average equity is the average of equity at the beginning and end of the period, excluding funding sources and other funds determined on the basis of audited financial statements as prescribed in Clause 1 of this Article.

Article 108. Classification of securities listing

Listed securities are classified according to the following separate market areas:

1. A list of stocks, fund certificates, covered warrants, non-voting depositary receipts and other financial products;

2. A list of debt instruments;

3. A list of corporate bonds;

4. A list of derivatives.

Article 109. Conditions for stock listing

1. Conditions for stock listing

a) Being a joint-stock company with contributed charter capital at the time of listing registration of VND 30 billion or more based on the latest audited financial statement, and at the same time, the capitalisation reaches at least VND 30 billion calculated according to the weighted average of the payment price of stocks in the latest public offering in accordance with this Decree or the reference price of stocks traded on the Upcom trading system on average 30 sessions prior to the time of submission of listing registration dossiers or average of the weighted average of the payment price in the first sale of shares of the equitized enterprise;

b) The listing has been approved by the Shareholders’ General Meeting; has been trading on the Upcom trading system for at least 02 years, except for the case the organization registering for listing has carried out public offering of stocks or the enterprise is equitized;

c) The after-tax profit rate of return on equity (ROE) of the year preceding the year of listing registration equal to at least 5% and business activities of the two consecutive years preceding the year of listing registration being profitable; having no debt overdue for more than 01 year as of the year of listing registration; having no accumulated loss based on the latest audited annual financial statement or the examined biannual financial statement in case of registering for listing after the end of the biannual financial statement period;

d) Except for the case where an enterprise is equitized, the organization registering for  listing must have at least 15% of the voting shares held by at least 100 non-major shareholders; in case the charter capital of the organization registering for listing is VND 1,000 billion or more, the minimum percentage is 10% of the shares with voting rights;

dd) Individual and institutional shareholders whose ownership representatives are Chairpersons of the Board of Directors, members of Board of Directors, head of Supervisory Board (supervisors), Chief Executive Officers, Chief Operations Officers, chief accountants, Chief financial officers and other managers voted by the Shareholders’ General Meeting or appointed by the Board of Directors and major shareholders who are affiliated persons of the above persons must commit to holding 100% of the stocks owned by them for 06 months after the first trading date of stocks on the Stock Exchange and 50% of these stocks within the subsequent 06 months, excluding the stocks under state ownership owned by the above individuals representing to hold;

e) The company, the at-law representative of the company has not been handled for a violation within two years up to the time of registration for listing due to the conduct of prohibited acts in securities operations and securities market as specified in Article 12 of the Law on Securities;

g) The company has received a securities company’s consultancy on its dossier of registration for listing, unless the organization registering for listing is a securities company.

2. The classification and arrangement of listed stocks shall be based on the criteria specified in the listing regulations of the Vietnam Stock Exchange, including: charter capital, capitalisation, operation duration, financial situation, non-major shareholder structure and company governance.

Article 110. A dossier of stock or fund certificate listing registration

1. A dossier of stock listing registration of a company offering stocks to public or an equitized enterprise includes:

a) A written registration of listing stocks, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) The prospectus of listing made according to the Form No. 29 provided in Appendix attached to this Decree; Certificate of offering registration of the State Securities Commission, report on the result of a public offering of securities of the organization registering for listing or a decision on approval of a competent state agency on the equitization scheme (in the case of the dossier of registration for listing stocks of an equitized enterprise); decisions of the Shareholders’ General Meeting approving the stock listing;

c) The register of shareholders of the listing registration organization made within 01 month before the time of submission of the listing registration dossier; accompanied with a list of major shareholders, strategic shareholders, insiders and affiliated persons of the insiders (quantity, holding rate and time of transfer restriction (if any));

d) Commitments of individual and institutional shareholders whose ownership representatives are Chairpersons of the Board of Directors, members of Board of Directors, head of Supervisory Board (supervisors), Chief Executive Officers, Chief Operations Officers, chief accountants, Chief financial officers and other managers voted by the Shareholders’ General Meeting or appointed by the Board of Directors and commitments of major shareholders who are affiliated persons of the above persons on holding 100% of the stocks owned by them for 06 months after the first trading date of stocks on the Stock Exchange and 50% of these stocks within the subsequent 06 months;

dd) A listing consultancy contract, unless the organization registering for listing is a securities company;

e) The certificate of the Vietnam Securities Depository and Clearing Corporation regarding the stocks of the organization registering for listing has been registered for centralized securities;

g) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

h) Financial statements for 02 consecutive years immediately preceding the year of registration for listing by the organization registering for listing as prescribed in Clause 1, Article 107 of this Decree.

2. A dossier of registration for listing stocks of a company that has been traded on the Upcom trading system for at least 02 years includes:

a) The documents specified at Points a, c, d, dd, g and h, Clause 1 of this Article;

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

c) The prospectus of listing made according to the Form No. 29 provided in Appendix attached to this Decree.

3. A dossier of listing registration of closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a public securities investment company comprises:

a) A written registration of listing fund certificates and stocks of the securities investment company, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) A certificate of registration of the establishment of a securities investment fund, an establishment and operation license of a securities investment company, enclosed with a prospectus, register of investors or register of shareholders;

c) The report on investment portfolio of the fund or the public securities investment company as of the time of listing registration, with the certification of the supervisory bank;

d) The certificate of registration of fund certificates and stocks of the securities investment company, issued by the Vietnam Securities Depository and Clearing Corporation.

4. The stock exchange, after approving the listing, shall submit to the State Securities Commission a copy of the listing registration dossier.

Article 111. Procedures for listing registration

1. a) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall issue a decision approving the listing; in case of refusal, it shall reply in writing, clearly stating the reason.

2. Within 90 days from the date of approval to list, the organization registering for listing must put securities into trading.

Article 112. Conditions for stock listing of public companies formed after consolidation, merger, division, separation, and other restructuring cases

1. Conditions for listing of a consolidating company on the Stock Exchange include:

a) If the consolidated companies are listed companies, the consolidating company shall be listed if the consolidated companies are not liable to losses for 2 consecutive years based on the annual financial statements of 02 years immediately preceding the year of consolidation of the consolidated companies;

b) In case the consolidated companies are listed companies, in which at least 01 company has suffered losses for 02 consecutive years prior to the year of consolidation, the consolidating company shall be listed when having positive ROE, based on the pro forma financial information summary reports for the year immediately preceding the year of consolidation of the consolidating company;

c) If the listed company is consolidated with a company other than a listed company, in which the total assets of unlisted companies are worth less than 35% of total assets of the listed company having largest total assets, the consolidating company shall be listed when the listed companies participating in the consolidation are not subject to losses for 02 consecutive years based on the annual financial statements of the two years immediately preceding the year of merger of the listed companies;

d) If the listed company is consolidated with a company other than a listed company, in which the total assets of unlisted companies are worth 35% or more of total assets of the listed company having largest total assets, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system); in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined based on the pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the consolidating company;

dd) If all consolidated companies are not listed companies, but there is at least one company registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of other companies participating in the consolidation are less than 35% of the total assets of the company registered for trading or made a public offering of securities with the largest total asset value, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

- Annual financial statements of the two years immediately preceding the year of registration for listing of the consolidated company that is the company registered for trading or has made public offering of securities with the largest total asset value (if the company is registered listing in the year of consolidation).

- The annual financial statements of the year immediately preceding the year of consolidation of the consolidated company that is the company registered for trading or made public offering of securities with the largest total asset value; financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities with the largest total asset value and financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company (if the company registers for listing in the year immediately following the year of consolidation). The target of equity in the year immediately preceding the year of registration for listing is the average of equity at the beginning of the period and the equity at the end of the period, the after-tax profit target of the year immediately preceding the year of registration for listing is total after-tax profit of the periods, based on the financial statements of the last accounting period from the starting date of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company.

- Financial statements of the last accounting period from the beginning of the fiscal year to the date of consolidation of the company registered for trading or made public offering of securities with the largest total value of assets and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year immediately preceding the year of registration for listing of the consolidating company (if the company registers for listing in the second year immediately following the year of consolidation).  The after-tax profit target for the consolidation year is total after-tax profit of the periods, based on the financial statements of the last accounting period from the starting date of the fiscal year to the time of consolidation of the company registered for trading or made public offering of securities with the largest total asset value and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company;

e) If all consolidated companies are not listed companies, but there is at least one company registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of other companies participating in the consolidation are valued at 35% or more of the total assets of the company registered for trading or made a public offering of securities with the largest total asset value, the consolidating company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

- The pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the consolidating company (if the company registers for listing in the year of consolidation).

- The pro forma financial information summary reports of the consolidating company for the year preceding the year of consolidation; pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company (if the company registers for listing in the year immediately following the year of consolidation). The target of equity in the year immediately preceding the year of registration for listing is the average of equity at the beginning of the period and the equity at the end of the periods the after-tax profit target of the year immediately preceding the year of registration for listing is total after-tax profit of the periods, based on the pro forma financial information summary reports for the last accounting period from the starting date of the fiscal year to the time of consolidation of the consolidating company and the financial statements of the first accounting period from the time of the consolidation to the end of the fiscal year of the consolidating company.

- The pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the date of consolidation of the consolidating company and the financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year immediately preceding the year of registration for listing of the consolidating company (if the company registers for listing in the second year immediately following the year of consolidation).

- The after-tax profit target for the consolidation year is the total after-tax profit of periods, based on the pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company;

g) In case of consolidation of enterprises other than those specified at Points a, b, c, d, dd, e of this Clause, the merging company must satisfy the listing conditions specified in Clause 1 of Article 109 of this Decree.

2. Conditions for stock listing of a merging company on the Stock Exchange include:

a) If the companies participating in the merger are listed companies, the merging company shall continue to be listed if the merging company and merged companies are not liable to losses for 02 consecutive years based on the annual financial statements of 02 years immediately preceding the year of merger of the companies participating in the merger;

b) In case the companies participating in the merger are listed companies, in which at least 01 company has suffered losses for 02 consecutive years prior to the year of merger, the merging company shall continue to be listed when having positive ROE, based on the pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company;

c) In case where the merging company is a listed company, one of the merged companies is not a listed company and the total assets of the merged companies are worth less than 35% of total assets of the merging company, the merging company is allowed to continue to be listed if it is not subject to a loss for 02 consecutive years based on the annual financial statements of 02 years preceding the year of merger of the merging company;

d) If the merging company is a listed company, one of the merged companies is not a listed company and the total assets of the merged companies are worth 35% or more of total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system); in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined based on the pro forma financial information summary reports for 02 years immediately preceding the year of merger of the merging company;

dd) If the merging company is not a listed company, but the merging company already registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of merged companies are less than 35% of the total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of the annual financial statements for 02 years preceding the year of listing registration of the merging company;

e) If the merging company is not a listed company, but the merging company already registered for trading on the Upcom trading system for 02 years or more or have made a public offering of stocks, at the same time, the total assets of merged companies are valued at 35% or more of the total assets of the merging company, the organization registering for listing must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

- The pro forma  financial information summary reports for 02 years immediately preceding the year of merger of the organization registering for listing (if the company registers for listing in the year of merger);

- The pro forma  financial information summary reports for the year immediately preceding the year of merger and the latest annual financial statement of the merging company (if the company registers for listing in the year following the year of merger);

- Annual financial statements of the 02 years immediately preceding the year of registration for listing by the organization registering for listing (if the company registers for listing in the second year immediately following the year of merger);

g) In case of merger of enterprises other than those specified at Points a, b, c, d, dd, e of this Clause, the listing conditions are specified in Clause 1 of Article 109 of this Decree.

3. Conditions for listing on the Stock Exchange of a company formed after division or separation include:

a) The listing conditions for the separating companies and the company formed after the division shall comply with Clause 1, Article 109 of this Decree;

b) In case where the listed company carries out an enterprise separation, the separated company may continue to be listed when it meets the conditions for being a public company specified in the Law on Securities and not subject to a loss for 02 consecutive years based on the annual financial statements of the two years immediately preceding the year of separation of the separated company;

c) In case a listed company carries out an enterprise separation and the separated company suffers a loss for 02 consecutive years prior to the year of separation, the separated company may continue to be listed when it meets the conditions of being a public company and have a positive ROE based on the pro forma financial information summary reports for the year immediately preceding the year of separation of the separated company;

dd) If the separated company is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, at the same time, the total assets of separating companies are less than 35% of the total assets of the separated company, the separated company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of the annual financial statements for 02 years preceding the year of listing registration of the separated company;

dd) If the separated company is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, at the same time, the total assets of separating companies are valued at 35% or more of the total assets of the separated company, the separated company must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

- The pro forma  financial information summary reports for 02 years immediately preceding the year of listing registration of the separated company (if the company registers for listing in the year of separation);

- The pro forma  financial information summary reports for the year immediately preceding the year of merger and the latest annual financial statement of the separated company (if the company registers for listing in the year following the year of separation);

- Annual financial statements of the recent 02 years by the separated company (if the company registers for listing in the second year immediately following the year of separation);

e) In case where the separated company does not fall into the cases specified at Points b, c, d, dd of this Clause, the separated company must satisfy the listing conditions specified in Clause 1 of Article 109 of this Decree.

4. Conditions for listing of stocks on the Stock Exchange of a company formed after a restructuring, except for the cases specified in Clauses 1, 2 and 3 of this Article include:

a) A listed company that conducts restructuring activities may continue to be listed when it is not subject to a continuous losses for two years preceding the year of restructuring based on the pro forma financial information summary reports for 02 years immediately preceding the year of restructuring;

b) If the company conducting restructuring is not a listed company, but it already registered for trading on the Upcom trading system for 02 years or more or has made a public offering of stocks, the company formed after restructuring must satisfy the listing conditions specified in Clause 1, Article 109 of this Decree (except for the conditions on capitalisation and time of trading registration on the Upcom trading system), in which the criteria specified at Point c, Clause 1, Article 109 of this Decree are determined on the basis of:

- The pro forma financial information summary reports for 02 years immediately preceding the year of listing registration by the company conducting restructuring (if the company registers for listing in the year of restructuring);

- The pro forma financial information summary reports for the year immediately preceding the year of restructuring and the latest annual financial statement of the company conducting restructuring (if the company registers for listing in the year following the year of restructuring);

- Annual financial statements of the recent 02 years by company conducting restructuring (if the company registers for listing in the second year immediately following the year of restructuring);

c) If the company conducting restructuring does not fall into the cases specified at Points a and b of this Clause, the company formed after restructuring must satisfy the listing conditions as prescribed in Clause 1, Article 109 of this Decree.

Article 113. Dossier and procedures for registration of listing stocks at the Stock Exchange by public companies formed after enterprise consolidation

1. For the cases specified at Points a, c, Clause 1, Article 112 of this Decree, the listing registration dossier includes the documents specified at Points a, b, c, e, g and h, Clause 1, Article 110 of this Decree, in which the financial statements specified at Point h, Clause 1, Article 110 of this Decree are replaced by the annual financial statements of the last two years audited by an accredited audit firm of the consolidated enterprises.

2. For the cases specified at Point b, Clause 1, Article 112 of this Decree, the listing registration dossier prescribed at Points a, b, c, e, g and h, Clause 10 of this Decree, in which the financial statements specified at Point h, Clause 1, Article 110 of this Decree are replaced by the annual financial statements of the last two years of consolidated enterprises and pro forma financial information summary reports for the year preceding the year of consolidation of the organization registering for listing,  audited by an accredited audit firm.

3. For the cases specified at Point d, Clause 1, Article 112 of this Decree, the listing registration dossier under Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by the annual financial statements of the last two years of consolidated enterprises and pro forma financial information summary reports for 02 years preceding the year of consolidation of the organization registering for listing, audited by an accredited audit firm.

4. For the case specified at Point dd, Clause 1, Article 112 of this Decree, the listing registration dossier shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of consolidation: Annual financial statements for 02 years preceding the year of listing registration of consolidated enterprises;

b) In case the company registers for listing in the year immediately following the year of consolidation: Annual financial statements of the year preceding the year of consolidation of consolidated enterprises; financial statements for the accounting period of the last year from the beginning of the fiscal year to the time of consolidation of the consolidated companies and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company.

b) In case the company registers for listing in the second year following the year of consolidation: Annual financial statements of the year preceding the year of consolidation of consolidated enterprises; financial statements for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidated companies and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year preceding the year of listing registration of the consolidating company.

5. For the case specified at Point e, Clause 1, Article 112 of this Decree, the listing registration dossier shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of consolidation: Audited annual financial statements of the last 02 years of enterprises participating the consolidation, pro forma financial information summary reports for 02 years immediately preceding the year of consolidation of the organization registering for listing audited by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of consolidation: Annual financial statements of the year immediately preceding the year of consolidation and the financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of enterprises participating the consolidation, audited by an accredited audit firm; pro forma financial information summary reports for the year immediately preceding the year of consolidation of the organization registering for listing, audited by an accredited audit firm; pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to time of the end of the fiscal year of the organization registering for listing;

b) In case the company registers for listing in the second year following the year of consolidation: Annual financial statements of the year preceding the year of consolidation and financial statements of the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidated companies, pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company and the financial statement of the first accounting period from the time of consolidation to the end of the fiscal year of the consolidating company; annual financial statements of the year preceding the year of listing registration of the consolidating company.

6. For cases specified at Point g, Clause 1, Article 112 of this Decree, the listing registration dossiers shall comply with Clause 1, Article 110 of this Decree.

7. Order and procedures for listing registration for the cases of listing registration specified in Clauses 1, 2 and 3 of this Article:

a) Within 30 days from the date the State Securities Commission confirms the completion of the public company registration, the consolidating company must register for listing at the Stock Exchange;

b) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall approve the listing registration; in case of refusal, it shall reply in writing, clearly stating the reason.

8. Order and procedures for listing registration for the cases specified in Clauses 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

Article 114. Dossiers, order and procedures for continuation of listing and registration of stock listing after the merger

1. A dossier of proposal for continuation of listing for the cases specified at Points a and c, Clause 2, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

c) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation;

d) Financial statements for the two years immediately preceding the year of merger of the merging company and the merged companies.

2. A dossier of proposal for continuation of listing for the cases specified at Point b, Clause 2, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) Pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company, guaranteed by an accredited audit firm;

c) Financial statements for the two years immediately preceding the year of merger of the merging companies and the merged companies;

d) The documents specified at Points b and c, Clause 1 of this Article.

3. A dossier of proposal for continuation of listing for the cases specified at Point d, Clause 2, Article 112 of this Decree comprises:

a) The documents specified at Points a and d, Clause 1 of this Article and Points c, d and dd, Clause 1, Article 110 of this Decree;

b) Financial statements for the two years immediately preceding the year of merger of the merging company and the merged companies;

c) Pro forma financial information summary reports for the year immediately preceding the year of merger of the merging company, guaranteed by an accredited audit firm.

4. A dossier of listing registration for the case specified at Point dd, Clause 2, Article 112 of this Decree shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of merger: the annual financial statements of the two years immediately preceding the year of the merger of the merging company and of the merged companies, audited by accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of merger: the annual financial statements of the organization registering for listing for the year immediately preceding the year of listing registration, financial statement for the year immediately preceding the year of the merger of the merging company and of the merged companies, audited by accredited audit firm;

c) In case the company registers for listing in the second year following the year of merger: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

5. A dossier of listing registration for the case specified at Point e, Clause 2, Article 112 of this Decree shall comply with Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of merger: Annual financial statements of two years immediately preceding the year of merger of the merging company and the merged companies, the pro forma financial information summary reports for the two years immediately preceding the year of the merger, guaranteed by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of merger: Annual financial statements of the year immediately preceding the year of listing registration of the organization registering for listing, annual financial statements of the year immediately preceding the year of merger of the merging company and the merged companies, the pro forma financial information summary reports for the year immediately preceding the year of the merger of the organization registering for listing, guaranteed by an accredited audit firm;

c) In case the company registers for listing in the second year following the year of merger: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

6. For cases specified at Point g, Clause 2, Article 112 of this Decree, the listing registration dossiers shall comply with Clause 2, Article 110 of this Decree.

7. Order and procedures for continuation of listing for the cases specified in Clause 1 of this Article are prescribed as follows:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks; in case of refusal, it shall reply in writing, clearly stating the reason;

c) Within 05 working days from the date on which the Stock Exchange issues the decision approving the continuation of listing and additional listing, the listing organization must register trading date for the new securities (the trading day must be at least 06 working days from the date on which the Stock Exchange receives the written request from the listed organization but no later than 30 days from the date of issuance of the decision on approval for listing change) and complete the procedures to put new securities into trading. In case additional listed securities include transfer-restricted securities, the listed organization shall simultaneously register the trading date of the securities subject to transfer restriction at a specified time after the expiration of the transfer restriction duration.

8. Order and procedures for continuation of listing for the cases specified in Clauses 2 and 3 of this Article are prescribed as follows:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures for reviewing the listing conditions;

b) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks; in case of refusal, it shall reply in writing, clearly stating the reason;

c) The organization registering for listing must register the official trading date for additional listed securities according to Point c, Clause 7 of this Article.

9. Order and procedures for listing registration for the cases specified in Clauses 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

Article 115. Dossiers, order and procedures for continuation of listing and registration of stock listing after the division or separation of enterprises

1. Dossiers of request for listing registration of divided and separated enterprises shall comply with Article 110 of this Decree.

2. A dossier of proposal for continuation of listing for the cases of separation specified at Point b, Clause 3, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) The report on equity of the separated company after the separation of the enterprise, audited by an accredited audit firm; financial statements for 2 years immediately preceding the year of the separation of the separated company;

c) The shareholder's register of the separated company after the separation, made within 01 month before the time of submission of the listing registration dossier; accompanied with a list of major shareholders, strategic shareholders, insiders and affiliated persons of the insiders (quantity, holding rate and time of transfer restriction (if any));

d) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

dd) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation;

3. A dossier of proposal for continuation of listing for the cases of separation specified at Point c, Clause 3, Article 112 of this Decree comprises:

a) The documents specified in Clause 2 of this Article;

b) Pro forma financial information summary reports for the year immediately preceding the year of separation, guaranteed by an accredited audit firm;

4. A dossier of request for listing registration for the case of enterprise separation specified at Point d, Clause 3, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of separation: the annual financial statements of the two years immediately preceding the year of separation of the separated company, audited by accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of separation: the annual financial statements of the year immediately preceding the year of registration for listing, audited by an accredited audit firm of the listing registration organization, the annual financial statement of the year immediately preceding the year of enterprise separation of the separated company, audited by an accredited audit firm;

b) In case the company registers for listing from the second year following the year of separation: Annual financial statements of 02 years immediately preceding the year of registration for listing, audited by an accredited audit firm of the organization registering for listing.

5. A dossier of request for listing registration for the case of enterprise separation specified at Point dd, Clause 3, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case the company registers for listing in the year of separation: Annual financial statements of 02 years immediately preceding the year of listing of the separated enterprise, pro forma financial information summary reports of the organization registering for listing for 02 years immediately preceding the year of enterprise separation, guaranteed by an accredited audit firm;

b) In case the company registers for listing in the year immediately following the year of separation: the annual financial statements of the year immediately preceding the listing year of the organization registering for listing, the annual financial statement of the separated company in the year immediately preceding the year of separation; pro forma financial information summary reports for the year immediately preceding the year of separation;

c) In case the company registers for listing in the second year following the year of separation: Annual financial statements of 02 years immediately preceding the listing year, audited by an accredited audit firm of the organization registering for listing.

6. A dossier of proposal for listing registration for the cases of separation specified at Point e, Clause 3, Article 112 of this Decree comprises documents specified at Article 110 of this Decree.

7. Order and procedures for listing registration for the cases specified in Clauses 1, 4, 5 and 6 of this Article shall comply with Article 111 of this Decree.

8. Order and procedures for continuation of listing for the separated company specified in Clause 2 of this Article:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason.

9. Order and procedures for continuation of listing for the separated company specified in Clause 3 of this Article:

a) Within 30 days from the date of issuance of the revised enterprise registration certificate, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason.

Article 116. Dossiers and procedures for continuation of listing and registration of stock listing of an enterprise after other restructuring processes

1. A dossier of proposal for continuation of listing for the cases specified at Point a, Clause 4, Article 112 of this Decree comprises:

a) A written proposal for continuation of listing stocks, made according to the Form No. 30 provided in Appendix attached to this Decree;

b) Financial statements for 02 years preceding the year of restructuring and pro forma financial information summary reports for 02 years immediately preceding the year of enterprise restructuring of the organization conducting the restructuring;

c) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

d) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation.

2. A dossier of stock listing registration for the case specified at Point b, Clause 4, Article 112 of this Decree comprises documents specified in Clause 2, Article 110 of this Decree, in which the annual financial statements specified at Point a, Clause 2, Article 110 of this Decree are replaced by:

a) In case of registering for listing in the year of restructuring: Annual financial statements of the last 02 years, audited by an accredited audit firm and pro forma financial information summary reports for 02 years immediately preceding the year of listing registration of the organization conducting the restructuring;

b) In case of registering for listing in the year immediately following the year of restructuring: Financial statements for 02 years preceding the year of restructuring, audited by an accredited audit firm and pro forma financial information summary reports for 02 years immediately preceding the year of enterprise restructuring of the organization conducting the restructuring;

c) In case of registering for listing in the second year immediately following the year of restructuring: Annual financial statements of 02 years immediately preceding the listing year of the organization conducting the restructuring.

3. A dossier of proposal for listing registration for the cases of enterprise restructuring specified at Point c, Clause 4, Article 112 of this Decree comprises documents specified in Article 110 of this Decree.

4. Order and procedures for reviewing listing conditions for the cases specified in Clause 1 of this Article are prescribed as follows:

a) Within 30 days from the date of completion of the transaction, the company must carry out the procedures of request for reviewing the listing conditions;

b) Within 07 days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the continuation of listing and additional list the additionally issued stocks (if any); in case of refusal, it shall reply in writing, clearly stating the reason;

c) The listed organization must register the trading date for new securities (if any) according to Point c, Clause 7 of this Article.

5. Order and procedures for listing registration for the cases specified in Clauses 2 and 3 of this Article shall comply with Article 111 of this Decree.

Article 117. Change of registration for listing stocks and fund certificates in case of change in the amount of listed stocks and fund certificates other than the cases of merger or separation of the company or enterprise restructuring

1. Listed organization which is not in case of merger or separation of company or enterprise restructuring shall change the registration for listing of stocks and fund certificates upon change in the amount of listed stocks and fund certificates.

2. A dossier of change of listing registration comprises:

a) The written request for change of listing registration made according to the Form No. 31 provided in Appendix attached to this Decree, clearly stating the reason for the change of listing and relevant documents;

b) The revised certificate of securities registration issued by the Vietnam Securities Depository and Clearing Corporation, the certificate of adjustment of the securities investment fund establishment registration certificate, the license for adjustment the establishment and operation of a securities investment company;

c) An equity report audited by an accredited audit firm, except for cases of increase capital from equity sources.

3. Order and procedures for change of listing registration

a) Within 30 days from the date of issuance of the revised enterprise registration certificate or from the end of the offering or issuance or from the date on which the number of other listed stocks is changed, the listed organization must submit a dossier of change of listing registration;

b) Within 05 working days after receiving a complete and valid dossier, the Stock Exchange shall accept changes of listing registration;

c) In case there is an increase in the amount of listed securities, the listed organization must register the trading date for new securities according to Point c, Clause 7 of this Article.

Article 118. Listing of corporate bonds

1. Corporate bonds listed on the Stock Exchange are those offered to the public.

2. A dossier of bond listing registration comprises:

a) A written request for bond listing registration, made according to the Form No. 28 provided in Appendix attached to this Decree;

b) The register of bondholders of the listing registration institution made within 01 month before the time of submission of the listing registration dossier;

c) The commitment to fulfill the obligations of the listing registration organization toward investors, including the payment conditions, the debt ratio on equity, conversion conditions (in case of listing of convertible bonds) and other conditions;

d) A contract on provision of consultancy on bond listing between the issuing organization and a securities company, unless the issuing organization is a securities company;

dd) The certificate of the Vietnam Securities Depository and Clearing Corporation regarding the bonds of the organization registering for listing has been registered for centralized securities.

3. Procedures for corporate bond listing registration

a) Within 30 days after receiving a complete and valid dossier of listing registration, the State Securities Commission shall issue a decision approving the listing;

b) Within 90 days from the date of approval to list, the organization registering for listing must put bonds into trading.

Article 119. Bond listing by an enterprise after the reorganization

1. Bonds already offered to the public by the merged or consolidated company shall continue to be listed on the Stock Exchange.

2. In case the listed organization divides or separates an enterprise, the bond shall be required to be delisted.

Article 120. Compulsory delisting

1. Stocks of a public company must be delisted upon occurrence of any of the following cases:

a) A public company status is canceled by the listed organization according to the State Securities Commission's notice;

b) The listed organization suspends or is suspended from main production and business activities for 01 year or longer;

c) The listed organization has its enterprise registration certificate or license for operation in a specialized area revoked;

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

dd) The stocks are not put into trading within 90 days from the date on which the Stock Exchange approves listing registration;

e) Production and business activities suffer loss for 03 consecutive years or the total accumulated loss exceeds the actually contributed capital or the equity is negative in the audited financial statement of the latest year prior to the time of consideration;

g) The listed organization terminates its existence due to reorganization, dissolution or bankruptcy;

h) Audit firm does not accept to perform audit or has a contradictory audit opinion or refuses to give opinion on the most recent annual financial statements of the listed organization or has an exceptionally audit opinion with annual financial statements for 03 consecutive years;

i) The listed organization submits late annual financial statements in 03 consecutive years;

k) The State Securities Commission and the Stock Exchange discover that the listed organization has falsified the listing dossier;

l) A listed organization is handled for violations against prohibited acts specified in Clauses 1, 2, 3, 7, Article 12 of the Law on Securities;

m) The listed organization is suspended or banned from operating in the main business lines or activities;

n) Failing to meet listing conditions due to merger or separation and cases of enterprise restructuring; or after completion of merger, separation and cases of enterprise restructuring but failing to carry out the procedures for listing registration, request for review of listing conditions or change in listing registration within the prescribed time limit;

o) The listed organization seriously violates the obligation to disclose information, fails to fulfill financial obligation toward the Stock Exchange and falls into a case in which the State Securities Commission or the Stock Exchange finds the delisting necessary in order to protect investors’ interests.

2. The company's stocks are delisted but still satisfy the condition that the public company must register for trading on the Upcom trading system as prescribed in Article 133 of this Decree.

3. Closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a public securities investment company shall be subject to compulsory delisting upon occurrence of any of the following cases:

a) Closed-end funds, real estate investment funds, public securities investment companies no longer meet the conditions for having at least 100 investors excluding professional securities investors;

b) The deviation level from the reference index continuously in the last 03 months exceeds the maximum deviation level as prescribed by the Stock Exchange; or it is impossible to identify the reference index because of force majeure reasons which are specified in the principles of index determination (for exchange-traded fund certificates);

c) Fund certificates and stocks of the securities investment company have not been traded at the Stock Exchange for a period of 12 months;

d) The fund certificates and stocks of the securities investment company are not put into trading within 90 days from the date on which the Stock Exchange approves listing registration;

dd) The securities investment fund, the securities investment company is dissolved or terminates its existence due to the consolidation or merger under the decision of the fund's Investors’ General Meeting, Shareholders’ General Meeting of the securities investment company;

e) The State Securities Commission and the Stock Exchange discover that the listed organization has falsified the listing dossier;

g) The securities investment funds and public securities investment companies seriously violate the obligation to disclose information and fall into other cases in which the State Securities Commission or the Stock Exchange finds the delisting necessary in order to protect investors’ interests.

4. Stocks of public companies, closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a securities investment company subject to compulsory delisting may continue to be traded within 30 days from the date of issuance of the delisting decision, except for cases of delisting as prescribed at Points c, d, dd, g, k, l, m, Clause 1 and Points c, d, dd, e Clause 3 of this Article.

5. Bonds must be delisted upon occurrence of any of the following cases:

a) The bonds become mature or the whole of listed bonds are redeemed by the issuing organization prior to maturity;

b) The organization listing bonds terminates its existence due to dissolution or bankruptcy;

c) For cases specified at Points b, c, e, h, i, k, l, m, Clause 1 of this Article and Clause 2, Article 119 of this Decree; issuing organizations are not allowed to put the bonds into trading in accordance with Clause 2, Article 111 of this Decree.

6. Covered warrants shall be delisted in the following cases:

a) The underlying securities are delisted or it is impossible to determine the securities index;

b) The dossier of registration for covered warrant offering contains false information, omits important contents that could affect the investment decision and cause damage to the investor; or when detecting that the issuing organization does not provide a deposit guarantee for payment or does not have a payment underwriting from the bank;

c) The total amount of underlying securities converted from issued warrants of all issuing organizations compared with the total number of freely transferable underlying securities exceeds a percentage as prescribed in the State Securities Commission's regulation;

d) The issuing organization violates the obligation to prevent risks or seriously violates the obligation to create a market, leading to the termination of the market making operation in accordance with the regulations of the Stock Exchange;

dd) Warrant rights have been exercised or become mature;

e) The cases specified at Points c and g, Clause 1 of this Article.

The redemption of covered warrants and payment for the investor holding the covered warrants and other related activities in the event of delisting the covered warrants according to the guidance of the Ministry of Finance.

Article 121. Voluntary delisting of securities

1. Conditions for voluntary delisting of stocks and fund certificates:

a) The decision on voluntary delisting is approved by the Shareholders’ General Meeting, the Investors’ General Meeting according to the enterprise law and prescribed in the charter of the securities investment fund, with approval from more than 50% of the votes of the non-major shareholders;

b) The voluntary delisting shall be made only after at least 02 years from the date of issuance of the decision on approval of listing on the Stock Exchange.

2. Conditions for voluntary delisting of covered warrants:

An issuing organization may voluntarily delist part or all of the warrants not yet in circulation at least 30 days after the listing date according to the following principles:

a) In case warrants are still in circulation, the remaining warrants (after subtracting the expected delisting part) must reach at least 10% of the issued warrants;

b) If the issuing organization already owns all issued warrants, the issuing organization may request to delist all issued warrants.

3. A dossier of request for voluntary delisting comprises:

a) A written request for voluntary delisting, made according to the Form No. 32 provided in Appendix attached to this Decree;

b) Decision of the Shareholders’ General Meeting (in the case of delisting of stocks) or of the Investors’ General Meeting (for delisting of fund certificates) or of the Board of Directors (in the case of delisting of covered warrants) approving the voluntary delisting;

c) The plan to settle the interests of shareholders after the voluntary delisting, approved by the Shareholders’ General Meeting (in the case of delisting of stocks).

4. Procedures for voluntary delisting

Within 07 working days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the voluntary delisting of securities; in case of refusal, it shall reply in writing, clearly stating the reason.

Article 122. Registration for relisting

1. Organizations whose stocks are delisted under Articles 120 and 121 of this Decree are only allowed to register for relisting after trading for at least two years on the Upcom trading system.

2. Conditions, dossiers and procedures for relisting shall comply with Articles 110 and 111 of this Decree.

Section 3. LISTING OF SECURITIES IN VIETNAM OF FOREIGN ISSUING ORGANIZATIONS

Article 123. Conditions for securities listing of a foreign issuing organization

1. Being securities of the foreign issuing institution which have been offered to the public in Vietnam under Vietnamese law on securities.

2. The number of securities registered for listing corresponds to the number of securities permitted for offering in Vietnam.

3. Meeting the listing conditions prescribed in this Decree.

4. Being consulted on securities listing by a securities company established and operating in Vietnam.

5. Complying with Vietnamese law on foreign exchange management.

Article 124. Dossiers and procedures for securities listing registration by a foreign issuing organization

1. A dossier of listing registration comprises:

a) A written proposal for approval of the securities listing in Vietnam of the foreign issuing organization, made according to the form No. 33 provided in Appendix to this Decree;

b) Documents specified at Points b, c, d, dd, e, g, h, Clause 1, Article 110 of this Decree for case of stock listing; documents specified at Points b, c, d, dd, Clause 2, Article 118 of this Decree for case of listing of bonds.

2. Procedures for listing registration

a) Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall approve or refuse to permit the foreign issuing organization to carry out procedures for registration of listing on a Stock Exchange in Vietnam. In case of refusal, a written reply, clearly stating the reason is required;

b) After the foreign issuing organization is approved by the State Securities Commission to carry out the procedures for listing on the Stock Exchange in Vietnam, the issuing organization must submit to the Stock Exchange the listing registration dossier as prescribed in Clause 1 of this Article (except for documents specified at Point a, Clause 1 of this Article). Procedures for registration of listing on the Stock Exchange shall comply with Article 111 of this Decree.

Article 125. Delisting

Securities of a foreign issuing organization in Vietnam shall be delisted upon the occurrence of any of the cases specified in Article 120 of this Decree or in case the investment project of the foreign organization in Vietnam is suspended from main business and production activities for 01 year or longer, or has its investment license revoked.

Section 4. SECURITIES LISTING OR TRADING OF VIETNAMESE ISSUING ORGANIZATIONS ON A FOREIGN STOCK EXCHANGE

Article 126. Conditions for securities listing or trading on a foreign Stock Exchange

1. Not being on the list of business lines in which participation of foreign parties is prohibited by law and ensuring foreign holding rate in accordance with law.

2. The issuing institution’s registration for listing or trading of securities on a foreign stock exchange must be associated with the overseas offering of securities.

3. Having a decision approving the securities listing or trading on a foreign stock exchange of the Shareholders’ General Meeting (for joint-stock companies), of the Members’ Council (for limited liability companies with two or more members) or of the company owner (for single-member limited liability companies).

4. Meeting the listing or trading conditions of the stock exchange of the country in which the securities market management agency or the stock exchange has agreed to cooperate with the Vietnamese State Securities Commission or stock exchange.

5. Complying with Vietnamese regulations on foreign exchange management.

6. The issuing organization engaged in a conditional business line shall obtain approval of the relevant specialized state management agency.

Article 127. Registrations for securities listing or trading on a foreign Stock Exchange

1. An issuing organization shall send to the State Securities Commission documents for registering overseas listing or trading of securities before submitting a dossier of listing registration on a foreign Stock Exchange, including:

a) A written proposal for listing or trading registration on a foreign Stock Exchange, made according to the form No. 34 provided in Appendix to this Decree;

b) A copy of the dossier of listing or trading registration at the foreign stock exchange;

b) The decision on the listing or trading of securities on a foreign stock exchange of the Shareholders’ General Meeting (for joint-stock companies), or the Members’ Council (for limited liability companies with two or more members) or of the company owner (for a single-member limited liability companies);

d) The written approval of the specialized state management agency, for the conditional business organization;

dd) Documents determining the foreign holding rate of the enterprise;

e) An issuing organization's commitment on complying with Vietnamese regulations on foreign exchange management.

2. The approval procedures of the State Securities Commission

Within 30 days after receiving a complete and valid dossier, the State Securities Commission shall reply on the approval of the listing or trading registration at the foreign Stock Exchange of a Vietnamese issuing organization. In case of refusal, a written reply, clearly stating the reason is required;

3. In case of overseas offering or issuance of securities associated with listing or trading securities on a foreign Stock Exchange, the issuing organization shall send to the State Securities Commission the dossier specified in Clause 1 of this Article and a dossier of registration for overseas offering or issuance of securities under this Decree. In this case, the State Securities Commission shall simultaneously reply in writing to the Vietnamese issuing organization's dossier of overseas offering or issuance of securities and its registration of listing or trading at a foreign Stock Exchange according to the time limit specified in Clause 2 of this Article.

Article 128. Obligations of enterprises with securities listed or traded on a foreign Stock Exchange

1. Enterprises having securities listed and traded on a foreign Stock Exchange must make report to the State Securities Commission and disclose information within 24 hours after the occurrence of any of the following events:

a) When officially submitting a dossier of registrations for securities listing or trading with a foreign Stock Exchange;

b) Upon receipt of a decision from a competent overseas agency or a foreign Stock Exchange approving or disapproving the securities listing or trading;

c) Having a decision on the delisting or trading cancellation at a foreign Stock Exchange.

2. To disclose information in accordance with foreign and Vietnamese laws. Any differences between foreign and Vietnamese laws on information disclosure must be reported to the State Securities Commission. Information disclosed to investors and holders of securities in foreign securities markets must be simultaneously disclosed in Vietnamese in Vietnam in the mass media and reported to the State Securities Commission and the Vietnamese stock exchange on which the issuing organization lists its securities.

3. In case where the organization is simultaneously listed on domestic and foreign securities markets, the periodic financial statements must be prepared in accordance with Vietnamese and foreign accounting standards, together with an explanation of differences between the accounting standards.

4. To assure the participation rate of foreign investors in accordance with law.

5. To comply with Vietnamese regulations on foreign exchange management with regard to foreign-currency transactions related to the listing or trading of securities on the foreign Stock Exchange.

Article 129. Delisting or trading cancellation on a foreign Stock Exchange in order to list on a domestic Stock Exchange

1. The organization delisting or canceling trading on a foreign Stock Exchange is allowed to register for listing on a domestic Stock Exchange if meeting conditions for securities listing.

2. A listed organization may delist or cancel the trading one part or all of securities listed or traded on a foreign Stock Exchange in order to register for additional listing on the domestic Stock Exchange (in case such organization concurrently lists such securities on a domestic Stock Exchange).

3. The listing registration on a domestic stock exchange after delisting or trading cancellation on a foreign stock exchange shall comply with Vietnamese law on securities and Vietnamese securities market.

Article 130. Documents reporting the listing or trading of depositary receipts a foreign Stock Exchange

The organization issuing underlying securities for issuing depository receipts on a foreign Stock Exchange shall report to the State Securities Commission before registering the listing or trading of depository receipts on such foreign stock exchange. The reporting documents include:

1. The decision of the Shareholders’ General Meeting approving the issuance, listing and trading of depository receipts on a foreign Stock Exchange.

2. The documents related to the offering of securities or the number of outstanding securities in order to issue depository receipts.

3. The information disclosure paper according to the Form No. 35 provided in Appendix attached to this Decree.

4. A copy of the dossier of issuance, listing and trading of depository receipts on the foreign Stock Exchange.

Article 131. Responsibilities of the organization issuing underlying securities for issuing depository certificates listed and traded on a foreign Stock Exchange

1. The organization issuing new securities to serve as a basis for issuing depository receipts shall perform the obligations of information disclosure and other obligations provided in Article 128 of this Decree.

2. For depositary receipts issued on the basis of outstanding securities, the organization already issued underlying securities must perform the following obligations:

a) Within 24 hours from the official submission of the dossier of registration for listing or trading or officially delisting or trading cancellation of depositary receipts at the foreign Stock Exchange, the organization issuing underlying securities must report to the State Securities Commission and disclose information on the mass media;

b) Complying with conditions prescribed in Clauses 2, 3, 4 and 5, Article 128 of this Decree.

Article 132. Responsibilities of the organization issuing depository certificates listed and traded on a foreign Stock Exchange

The organization issuing depositary receipts shall be responsible for notifying the organization issuing underlying securities of the listing and trading of depositary receipts at a foreign Stock Exchange under the scheme on overseas issuance of depositary receipts.

Section 5. REGISTRATION FOR TRADING ON THE UPCOM TRADING SYSTEM

Article 133. Subjects and time limit for trading registration

1. Subjects of trading registration

a) Public companies not listed on the Stock Exchange;

b) Companies subject to compulsory or voluntary delisting but still meet the conditions for being a public company;

c) Equitized companies subject to trading registration in accordance with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

2. Time limit for trading registration

a) The public company must complete the registration of stocks at the Vietnam Securities Depository and Clearing Corporation and register for trading on the Upcom trading system in accordance with Points d and dd, Clause 1, Article 34 of the Law on Securities;

b) Within 07 working days from the effective date of the delisting, the Stock Exchange shall coordinate with the Vietnam Securities Depository and Clearing Corporation to register for trading for stocks of the delisted company;

c) Time for trading registration for equitized companies shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies. An equitized enterprise that registers for trading on the Upcom trading system must fulfill the obligation to disclose information in accordance with the law and regulations of the Stock Exchange.

Article 134. Dossier of trading registration

1. A dossier of trading registration of a public company prescribed at Point a, Clause 1, Article 32 of the Law on Securities comprises:

a) A written request for stock trading registration, made according to the Form No. 36 provided in Appendix attached to this Decree;

b) The documents specified at Points b, c, d and dd, Clause 1, Article 33 of the Law on Securities;

c) The State Securities Commission's written certification of completion of the public company registration;

d) The certificate of securities registration of the Vietnam Securities Depository and Clearing Corporation and a written notice to the Vietnam Securities Depository and Clearing Corporation of the registration of date of closing the list of shareholders for trading registration.

2. A dossier of trading registration of a public company prescribed at Point b, Clause 1, Article 32 of the Law on Securities comprises:

a) The documents specified at Points a, c and d, Clause 1 of this Article;

b) The prospectus enclosed with the Certificate of registration for the offering and a report on results of the public offering;

b) The documents specified at Points b, c, Clause 1, Article 33 of the Law on Securities.

3. A dossier of trading registration of an equitized enterprise comprises:

a) In case an equitized enterprise has completed its transformation to a joint-stock company, the trading registration dossier includes the documents specified in Clause 1 of this Article. In case the equitized enterprise fails to meet the provisions of Point a, Clause 1, Article 32 of the Law on Securities, the dossier shall not include the State Securities Commission's written certification of the completion of the public company registration;

b) In case where an equitized enterprise associated with the registration, depository and trading registration, the trading registration dossier on the Upcom trading system shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

Article 135. Procedures for registration for trading on the Upcom trading system

1. Within 05 working days from the date of receipt of a complete and valid dossier or from the date of receipt of the securities registration certificate (for the case specified at Point a, Clause 3, Article 134 of this Decree), the Stock Exchange shall issue a decision to approve the trading registration and concurrently disclose information to the market.

2. Within 10 days from the date on which the Stock Exchange issues the decision on approval for trading registration, the issuing organization shall be responsible for putting the stocks into trading on the Upcom trading system.

3. In case where an equitized enterprise associated with the registration, depository and trading registration, the order and procedures for trading registration on the Upcom trading system shall comply with the law on transformation of state enterprises, single-member limited liability companies with 100% of charter capital owned by state enterprises, public non-business units into joint-stock companies.

Article 136. Change in trading registration

1. A trading registration organization shall make a change in trading registration when changing the number of stocks included in the trading registration on the Stock Exchange.

2. A dossier of change in trading registration

a) A written request for change in trading registration, made according to the Form No. 37 provided in Appendix attached to this Decree;

d) The revised certificate of securities registration, issued by the Vietnam Securities Depository and Clearing Corporation (except for the case of change in trading registration due to capital reduction);

c) Documents relating to the change of the number of stocks registered for trading.

3. Procedures for change in trading registration

a) Within 30 days from the date of issuance of the revised enterprise registration certificate or from the end of the offering or issuance or from the date on which the number of other stocks registered for trading is changed, the trading registration organization must submit a dossier of change of trading registration;

b) Within 05 working days after receiving a complete and valid dossier, the State Securities Commission shall issue a decision approving the change in trading registration and at the same time, make information disclosure to the market. In case of refusal, it shall reply in writing, clearly stating the reason;

c) Within 05 working days from the date on which the Stock Exchange issues the decision approving the change in trading registration, the trading registration organization must register trading date for the new stocks (the trading day must be at least 06 working days from the date on which the Stock Exchange receives the written request from the trading registration organization but no later than 30 days from the date of issuance of the decision on approval for trading registration change) and complete the procedures to put new securities into trading. In case stocks registered for additional trading include transfer-restricted securities, the trading registration organization shall simultaneously register the trading date of the stocks subject to transfer restriction at a specified time after the expiration of the transfer restriction duration.

Article 137. Cancellation of trading registration

1. Securities shall be subject to trading registration cancellation in the following cases:

a) A public company status is canceled by the trading registration organization according to the State Securities Commission's notice;

g) The trading registration organization terminates its existence due to reorganization, dissolution or bankruptcy;

c) The trading registration organization having its enterprise registration certificate; establishment and operation license or equivalent legal documents revoked;

d) The trading registration organization obtains approval of listing on the Stock Exchange;

dd) After 01 year from the first trading date, the equitized enterprise has not yet met the conditions for being a public company as stipulated at Point a, Clause 1, Article 32 of the Law on Securities and has not been certified by the State Securities Commission of completion of the public company registration;

e) Other cases that the Stock Exchange or the State Securities Commission finds it necessary to cancel the trading registration in order to protect the investors’ interests;

2. The Stock Exchange shall issue a decision on cancellation of trading registration and make information disclosure to the market.

Section 6. FOREIGN INVESTORS’ PARTICIPATION IN VIETNAM’S SECURITIES MARKET

Article 138. Securities investment activities of foreign investors

1. A foreign investor may conduct investment activities on the Vietnam's securities market in the following forms:

a) Directly conducting investment and transactions on Vietnam's securities market according to the law on securities and securities market;

b) Making indirect investment by entrusting securities investment fund management companies or Vietnam-based branches of foreign fund management companies to manage their capital.

2. In case of direct investment under Point a, Clause 1 of this Article, the foreign investors shall register securities trading codes with the Vietnam Securities Depository and Clearing Corporation before conducting investment activities. In case of indirect investment under Point b, Clause 1 of this Article, the foreign investors are not required to register securities trading codes. The securities investment fund management companies and Vietnam-based branches of foreign fund management companies receiving entrusted capital of foreign investors must register securities trading codes according to the principles specified at Points d and dd, Clause 2, Article 145 of this Decree.

3. Foreign investors are allowed to open securities trading accounts and conduct investment immediately after being grant securities trading codes in the form of electronic confirmation.

4. Foreign investors may choose a trading representative in Vietnam that fully satisfies the following conditions:

a) Neither serving an imprisonment sentence nor being banned by court from conducting business activities;

c) Possessing professional certificates in the field of securities, including certificate of basic issues of securities and securities market, legal certificate of securities and securities market;

c) Being the sole Vietnam-based trading representative of and authorized in writing by the foreign investor.

5. Foreign investors, trading representatives, securities companies, securities investment fund management companies, Vietnam-based branches of foreign securities companies and fund management companies providing services to foreign investors must comply with the law on foreign holding rate when investing in Vietnam's securities market.

6. The Minister of Finance shall guide obligations of foreign investors, organizations providing services to foreign investors and other organizations and individuals involved in foreign investment activities on Vietnam's securities market.

Article 139. Foreign holding rate on the Vietnam's securities market

1. The maximum foreign holding rate in public companies is as follows:

a) In case of a public company operating in an investment field or a business line for which a treaty that Vietnam is a contracting party prescribes a foreign holding rate, such treaty shall apply;

b) In case of a public company operating in an investment field or a business line for which the relevant law prescribes a foreign holding rate, such law shall apply;

c) In case where a public company operating in an investment field or a business line subject to conditions applicable to foreign investors, the regulations on foreign holding rate specified in the portfolio shall apply. In case the conditional market access investment field or business line in the portfolio does not specify the specific foreign holding rate conditions of a foreign investor in an economic organization, the maximum foreign holding rate at the company is 50% of the charter capital;

d) For a public company not specified at Points a, b and c, Clause 1 of this Article, the foreign holding rate is unlimited;

dd) In case of a public company operating in various business lines subject to different prescribed foreign holding rates, the foreign holding rate in such company must not exceed the lowest rate prescribed for a certain business line;

e) In case where a public company decides on the maximum foreign holding rate lower than the rate specified at Points a, b, c, d, dd, Clause 1 of this Article, the specific rate must be approved by the Shareholders’ General Meeting and prescribed in the company charter.

2. For an equitized enterprise listing and registering for trading on the securities market, the foreign holding rate shall comply with the law on equitization. In case where the law on equitization does not specify, regulations in Clause 1 of this Article shall apply.

3. Foreign investors are entitled to make unlimited investment in Government’s debt instruments, government-guaranteed bonds and municipal bonds, corporate bonds, fund certificates, and stocks of securities investment companies, derivatives, depositary receipts and covered warrants, unless otherwise provided by relevant laws.

4. In case of issuance of stocks, convertible bonds, bonds accompanied with warrants, exchange-traded fund certificates, covered warrants, depositary receipts, the issuing organization must ensure the foreign holding rate after the issuance, conversion of bonds into stocks or when the stocks are bought or when exchanging fund certificates into stocks, exercising warrants, transferring stocks to the organization issuing depositary receipts complies with Clauses 1 and 2 of this Article.

5. In case where a public company has a foreign holding rate exceeding the rate specified in Clause 1 of this Article, the public company must ensure that it does not increase the foreign holding rate in the company. Unless otherwise provided by the relevant law, the shareholders of a public company that is a foreign investor and an economic organization whose foreign investor owns more than 50% of the charter capital is only allowed to sell stocks until the foreign holding rate in the public company complies with Clause 1 of this Article, except for receiving dividends in stocks or buying stocks in the additional issuance to existing shareholders.

Article 140. Non-voting depositary receipts

1. A non-voting depository certificate is a type of securities issued by a subsidiary company of the Stock Exchange to a foreign investor on the basis of stocks of a listed company or company registered for trading.

2. The holder of a non-voting depositary receipt has economic interests and obligations corresponding to the underlying common stock, except for the voting right.

3. The issuing organization has the right to attend the Shareholders’ General Meeting and vote in case the organization issuing underlying stocks collects shareholders' opinions on delisting but has no other economic rights related to such stocks.

4. The Minister of Finance shall stipulate the types of securities serving as a basis for the issuance of non-voting depositary receipts, issuance limits, and the mechanism for converting underlying securities into non-voting depositary receipts; exercise of the right to attend the Shareholders’ General Meeting and to vote of the issuing organization, information disclosure, listing, trading, registration, depositary, clearing and payment and other matters  related to non-voting depositary receipts.

Article 141. Responsibility for announcing the maximum foreign holding rate of a public company

1. A public company shall be responsible for determining the business lines and carry out procedures for announcing the maximum foreign holding rate within 07 working days from the date on which the State Securities Commission confirms the completion of public company registration.

2. A public company shall be responsible for determining the business lines and the maximum foreign holding rate at the company as prescribed in Clause 1, Article 139 of this Decree.

3. In case where a public company has not yet made an announcement of the maximum foreign holding rate as prescribed in Article 142 of this Decree, the company must carry out procedures for announcement of the maximum foreign holding rate before submitting a dossier of registration for listing, listing transfer, trading registration, offering, issuance of securities or the public company shareholders offer to sell stocks to the public.

4. The public company must carry out procedures for announcement of changes in foreign holding rate within 30 days from the date of the occurrence of one of the following events:

a) Change in business lines leading to change in the maximum foreign holding rate at the company;

b) There is a change in the law on foreign ownership of the business lines in which the company is operating;

c) The company charter provides changes in the maximum foreign holding rate.

Article 142. Dossiers, order and procedures for announcing the maximum foreign holding rate at a public company

1. A dossier of announcing the maximum foreign holding rate at a public company specified in Clauses 1, 2 and 3, Article 141 of this Decree comprises:

a) A written notice of the maximum foreign holding rate at the company, made according to the Form No. 38 provided in Appendix attached to this Decree;

b) An enterprise registration certificate; establishment and operation license or equivalent legal documents, certificate of change in enterprise registration content, including the content of the business line registered for business;

c) In case the enterprise is equitized, a competent authority's document approving the equitization plan shall be supplemented, including the content of the company's foreign holding rate (if any);

d) The company charter and the Resolution of the Shareholders’ General Meeting approving the maximum foreign holding rate at the public company (for the case specified at Point e, Clause 1, Article 139 of this Decree).

2. A dossier of announcing the maximum foreign holding rate change at a public company specified in Clause 4, Article 141 of this Decree comprises:

a) A written notice of the maximum foreign holding rate change at the company, made according to the Form No. 39 provided in Appendix attached to this Decree;

b) The documents specified at Points b, c and d, Clause 1 of this Article.

3. Within 07 working days from the date of receipt of a complete and valid dossier, the State Securities Commission shall issue a written notice on the receipt of sufficient dossier of announcing the maximum foreign holding rate or announcing the maximum foreign holding rate change at a public company, and at the same time send it to the Vietnam Securities Depository and Clearing Corporation.

4. Within 02 working days after receiving the written notice from the State Securities Commission as prescribed in Clause 3 of this Article, the Vietnam Securities Depository and Clearing Corporation shall update and adjust on the system regarding the maximum foreign holding rate at a public company.

Article 143. Obligations of an foreign-invested economic organization when conducting investment or trading on securities market

1. Economic organizations being public companies, public securities investment companies, closed-end securities investment funds and other foreign-invested economic organizations must apply the conditions of foreign holding rate, the investment order and procedures on the stock market similar to that of foreign investors when there is a foreign investor holding more than 50% of the charter capital.

2. Public companies, public securities investment companies, closed-end securities investment funds that have registered concentrated securities at the Vietnam Securities Depository and Clearing Corporation shall be responsible for identifying companies, securities investment companies subject to or no longer subject to the cases specified in Clause 1 of this Article, based on the list of securities owners at the last registration date to exercise the rights of shareholders, investors attending the annual Shareholders’ General Meeting or annual Investors’ General Meeting and carry out the following procedures:

a) Except for an economic organization with a valid trading code, a public company, a public securities investment company or a closed-end securities investment fund meeting the provisions of Clause 1 of this Article must register for a trading code through a depository member within 15 days from the date of receipt of the list of securities owners exercising rights for shareholders, investors attending the annual Shareholders’ General Meeting or annual Investors’ General Meeting established by the Vietnam Securities Depository and Clearing Corporation;

b) A public company, a public securities investment company or a closed-end securities investment fund, when it no longer meets the provisions of Clause 1 of this Article, it must through a depository member to cancel its trading code in within 15 days from the date of receipt of the list of securities owners made by the Vietnam Securities Depository and Clearing Corporation;

c) In case the economic organization no longer satisfies the conditions specified in Clause 1 of this Article and makes an announcement of changes in the foreign holding rate of at most 50% of the charter capital as prescribed in Clause 2, Article 142 of this Decree, the economic organization may cancel its securities trading code after receiving a written notice from the State Securities Commission according to Clause 3, Article 142 of this Decree.

3. For foreign-invested economic organizations that have not yet registered centralized securities at the Vietnam Securities Depository and Clearing Corporation, when investing and trading on the securities market, they must carry out the registration and cancellation of securities trading codes as follows:

a) In cases where economic organizations already have securities trading accounts or securities depository accounts, upon becoming or ceasing to be economic organizations specified in Clause 1 of this Article, notification shall be made to the depository member where the securities trading account or securities depository account is opened; and through 01 depository member to register for securities trading codes or cancel securities trading codes within 03 working days from the date of completing the change of information of shareholders, capital-contributing members;

b) In case where an economic organization mentioned in Clause 1 of this Article does not have a securities trading account or a securities depository account, it must through a depository member to register for a securities trading code before opening a securities trading account or securities depository account;

c) If the economic organization is a depository member, it is entitled to directly send its dossier of registration and cancellation of trading code to the Vietnam Securities Depository and Clearing Corporation.

4. In the case that an economic organization specified in Clause 1 of this Article must apply the same conditions, order and procedures as a foreign investor resulting in a foreign holding rate at a public company exceeding the rate prescribed in Article 139 of this Decree, foreign investors and economic organizations specified in Clause 1 of this Article are only allowed to sell stocks until the external holding rate complies with Clause 1, Article 139 of this Decree.

5. Within 03 working days after having a securities trading code issued or canceled by the Vietnam Securities Depository and Clearing Corporation, the economic organization specified in Clause 1 of this Article must notify depository members where the securities depository account or securities trading account is opened of the issuance or cancellation of securities trading codes. Depository members, securities companies shall be responsible for updating information, status of depository accounts and securities trading accounts of economic organizations.

6. During the period in which the Vietnam Securities Depository and Clearing Corporation has not canceled securities trading codes for foreign-invested economic organizations, these organizations shall apply the conditions, order and procedures as same as that of foreign investors on the securities market.

Article 144. Dossiers, order and procedures for approving foreign organizations to own more than 49% of the charter capital of a securities company or securities investment fund management company

1. A foreign organization that meets the conditions specified in Article 77 of the Law on Securities expected to own more than 49% of the charter capital of a securities company or fund management company must through such securities company or securities investment fund management company to submit to the State Securities Commission the dossier of request for approval for foreign investors to own more than 49% of the charter capital, including:

a) A written request for approval for trading to change the holding rate to over 49% of the charter capital of a securities company or securities investment fund management company, made according to the Form No. 40 provided in Appendix attached to this Decree;

b) A principle contract on the stock and contributed capital trading between the involved parties (if any); enclosed with a document of foreign organizations authorizing the securities company, the securities investment fund management company to carry out the procedures for requesting a transaction approval;

c) An establishment and operation license, enterprise registration certificate or equivalent legal documents;

d) The decision of the Shareholders’ General Meeting, the Members’ Council or the owner of a foreign organization on the purchase to own more than 49% of the charter capital of the securities company or securities investment fund management company in Vietnam;

dd) Minutes of meetings and Resolutions of the Shareholders’ General Meeting, the Members’ Council or a decision of the owner of the securities company or the securities investment fund management company on permitting foreign organizations to purchase to own more than 49% of the charter capital of a securities company or securities investment fund management company (except for the case where a foreign organization conducts a public bid in accordance with law); enclosed with the company charter (if there is any amendment or supplement);

e) The latest audited annual financial statements and the latest quarterly financial statements of foreign organizations. If the foreign organization is a parent company, it must supplement the audited consolidated financial statement of the latest year. Information on the audited financial statements must ensure that foreign organizations meet the provisions of Clause 2, Article 77 of the Law on Securities.

2. Order and procedures for approving foreign investors to own more than 49% of the charter capital of a securities company or securities investment fund management company

a) Within 15 days from the date of receipt of complete and valid dossiers as prescribed in Clause 1 of this Article, the State Securities Commission shall issue a decision approving the foreign organization to conduct transactions to own over 49% of the charter capital of a securities company or securities investment fund management company. In case of refusal, it must reply in writing, clearly stating the reason;

b) The related parties must complete the approved transaction within 06 months from the effective date of the State Securities Commission's decision as specified at Point a of this Clause;

c) Within 05 working days from the date of completion of the transfer transaction, the securities company or the securities investment fund management company must report the transaction results to the State Securities Commission.

3. In case a securities company or securities investment fund management company makes a private or public offering of securities and the result of such offering leads to the fact that a foreign investor holds more than 49% of the charter capital, the securities company or the securities investment fund management company shall be responsible for supplementing the dossier of registration for offering of securities with relevant documents as specified in Clause 1 of this Article and complying with the law on securities offering.

4. In case a foreign organization intends to purchase to own more than 49% of the charter capital in a securities company or securities investment fund management company being a public company, the foreign organization shall comply with this Article and comply with the law on public bid.

Article 145. Principles of issuing securities trading codes

1. The registration and receipt of securities trading code issuance results shall be carried out through depository members.

2. Foreign investors, organizations issuing depositary receipts in other countries, foreign-invested economic organizations specified in Clause 1, Article 143 of this Decree shall be granted 01 securities trading code, except for the following cases:

a) A foreign securities company shall be granted 02 securities trading codes: 01 securities trading code for the dealing account and 01 securities trading code for the securities brokerage account of the company;

b) A foreign investment fund or foreign organization managed by many foreign fund management companies shall be granted multiple securities trading codes, of which each investment portfolio managed by a foreign fund management company shall be granted 01 securities trading code; the investment portfolio self-managed by an investment fund or a foreign organization shall be granted a separate securities trading code;

c) An investment organization affiliated to a foreign government or an investment, financial organization affiliated to an international financial institution to which Vietnam is a member shall be granted multiple securities trading codes, in which each investment portfolio deposited at a depository bank shall be granted 01 securities trading code;

d) A securities investment fund management company shall be granted 01 securities trading code to manage the investment portfolio for foreign investors, foreign-invested economic organizations as prescribed in Clause 1, Article 143 of this Decree. A securities investment fund management company that becomes a foreign-invested economic organization under Clause 1, Article 143 of this Decree shall be granted an additional securities trading code for the investment operations of the fund management company itself;

dd) A Vietnam-based branches of foreign fund management company shall be granted 02 securities trading codes, of which 01 securities trading code is granted to the branch, and 01 securities trading code for the investment portfolio management for foreign investors.

Article 146. Registration of securities trading codes

1. A dossier of securities trading code registration of a foreign investor, organization issuing depositary receipts in other countries or foreign-invested economic organization specified in Clause 1, Article 143 of this Decree comprises:

a) A written registration of securities trading code, made according to the Form No. 41 provided in Appendix attached to this Decree;

b) A power of attorney for depository members to register securities trading codes, unless the organization registering securities trading codes is a depository member;

c) A list of investor identification documents, made according to the Form No. 42 provided in Appendix attached to this Decree;

2. A dossier of securities trading code registration of a securities investment fund management company or Vietnam-based branch of a foreign fund management company specified in Clause 2, Article 138 of this Decree includes:

a) The documents specified at Points a and b, Clause 1 of this Article;

b) A depositary contract between an investment fund management company or Vietnam-based branch of a foreign fund management company and a depositary bank;

c) An establishment and operation license of an investment fund management company or Vietnam-based branch of a foreign fund management company.

3. Order and procedures for securities trading code registration

a) An organization or individual registering for a securities trading code shall submit a dossier as prescribed in Clauses 1 and 2 of this Article to a depository member;

b) The depository member shall declare information using the Form No. 41 provided in Appendix attached to this Decree on the online securities trading code registration system of the Vietnam Securities Depository and Clearing Corporation;

c) Within 01 working day from the date of receipt of information declared from a depository member, the Vietnam Securities Depository and Clearing Corporation shall grant securities trading codes to the registered organization or individual and send electronic confirmation on the online securities trading code registration system. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

d) Within 05 working days from the date of electronic confirmation of the securities trading code, a depository member shall submit a dossier as prescribed in Clauses 1 and 2 of this Article to the Vietnam Securities Depository and Clearing Corporation;

dd) Within 05 working days from the date of receipt of complete dossier as prescribed in Clauses 1 and 2 of this Article, the Vietnam Securities Depository and Clearing Corporation shall issue a certificate of securities trading code registration for registered organizations and individuals;

e) Within 03 working days from the date of receiving the certificate of securities trading code registration, the depository member shall notify such receipt to a registered organization or individual and send it to such organization or individual upon request.

4. In case the documents specified in Clauses 1 and 2 of this Article are made in a foreign language, such documents must be notarized or certified according to Vietnamese law or foreign law within 12 months to the date on which the depository member receives a dossier. Documents in foreign languages must be translated into Vietnamese, except documents in English or English translations. The translation into Vietnamese must be carried out by a depository member or a translation organization legally operating in Vietnam.

5. Organizations and individuals registering for securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of securities trading code registration. Depository members shall be responsible for examining the completeness and validity of the dossier of securities trading code registration and declaring fully, accurately and truthfully the information provided by registered organizations and individuals on the Vietnam Securities Depository and Clearing Corporation's online securities trading code registration system. The Vietnam Securities Depository and Clearing Corporation shall be responsible for fully reviewing and archiving the dossier securities trading code registration and providing it to the State Securities Commission upon written request.

6. Foreign investors, organizations issuing depositary receipts in foreign countries shall not be granted securities trading codes in the following cases:

a) Being investigated or having been sanctioned by a domestic or foreign competent management agency for prohibited acts under the law on securities, money laundering acts or committing violations and be administratively and criminally sanctioned in the fields of finance, banking, foreign exchange management and tax without having their criminal records cleared or the statute of limitations for execution of decisions on sanctioning administrative violations have not expired;

b) The securities trading code has been canceled under the provisions of Point a, Clause 2, Article 147 of this Decree.

Article 147. Suspension of use or cancellation of securities trading codes

1. Foreign investors, organizations issuing depositary receipts in foreign countries shall suspended from using securities trading codes for a maximum of 06 months in the following cases:

a) When it is discovered that the dossier of securities trading code registration contains false or inaccurate information or the dossier has omitted important contents as required;

b) Providing untruthful, inaccurate or untimely documents at the request of the Vietnam Securities Depository and Clearing Corporation or the State Securities Commission;

c) At the request of a competent state agency when a foreign investor or organization issuing depositary receipts in other country violates the law.

2. The Vietnam Securities Depository and Clearing Corporation shall cancel securities trading codes of organizations or individuals that have been granted securities trading codes in the following cases:

a) Cancellation of securities trading codes of foreign investors or overseas depositary receipt issuers after receiving decisions on handling of violations from competent agencies due to the prohibited acts according to Article 12 of the Law on Securities;

b) Past the time limit of suspension of use of securities trading codes as prescribed in Clause 1 of this Article, shortcomings lead to the suspension of the use of securities trading codes by foreign investors or overseas depositary receipt issuers cannot be overcome;

c) At the request of organizations or individuals that have been issued with securities trading codes. In this case, organizations or individuals shall, through depository members, send to the Vietnam Securities Depository and Clearing Corporation a written request for cancellation of securities trading codes made according to the Form No. 43 provided in Appendix attached to this Decree.

Article 148. Change of information relating to securities trading codes to be reported to the Vietnam Securities Depository and Clearing Corporation

1. Organizations and individuals that have been granted a securities trading code must report to the Vietnam Securities Depository and Clearing Corporation on the change of information related to securities trading codes in the following cases:

a) Change of depository members;

b) Change of name, country or territory where the operation is registered, head office address, business registration license number of the organization;

c) Change of name, citizenship, contact address, passport number or other legal personal identification of the individual.

2. A dossier of reporting changes information comprises:

a) A report on changes to information of the organization or individual that has been granted a securities trading code using the Form No. 44 provided in Appendix attached to this Decree;

b) The certificate of business registration or the establishment and operation license with changed contents or other documents on the changes made according to the Form No. 42 provided in Appendix attached to this Decree, in case of change the contents as prescribed at Point b, Clause 1 of this Article;

c) New passport or new legal personal identification in case of change of contents as prescribed at Point c, Clause 1 of this Article.

3. Order of reporting information change

a) For changes specified at Point a, Clause 1 of this Article, organizations and individuals must report before making changes. For the changes specified at Points b and c, Clause 1 of this Article, organizations and individuals must make a report within 30 days from the date of the change;

b) Organizations and individuals shall submit dossiers specified in Clause 2 of this Article to depository members;

c) Depository members shall declare changed information according to the Form No. 44 provided in Appendix attached to this Decree on the online securities trading code registration system of the Vietnam Securities Depository and Clearing Corporation;

d) Within 01 working day from the date of receipt of information declared by a depository member, the Vietnam Securities Depository and Clearing shall adjust the changed information at the request of organizations and individuals in the form of an electronic confirmation. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

dd) Within 05 working days from the date of receipt of an electronic confirmation from the Vietnam Securities Depository and Clearing Corporation, a depository member shall fully submit a document reporting on changes as prescribed in Clause 2 of this Article for the Vietnam Securities Depository and Clearing Corporation;

e) Within 05 working days from the date of receipt of a complete dossier as prescribed in Clause 2 of this Article, the Vietnam Securities Depository and Clearing Corporation shall issue a written confirmation of the changes related to securities trading code certificates of organizations and individuals and sent it to depository members;

g) Within 03 working days after receiving the written confirmation from the Vietnam Securities Depository and Clearing Corporation as prescribed at Point e of this Clause, a depository member shall notify the organization, individuals and send them to organizations and individuals upon request.

4. Organizations and individuals already granted securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of reporting information change. A depository member in charge off reviewing the completeness and validity of a dossier of changes must report to the Vietnam Securities Depository and Clearing Corporation and declare fully, accurately and truthfully the information provided by organizations or individuals on the Vietnam Securities Depository and Clearing Corporation's online securities trading code registration system. The Vietnam Securities Depository and Clearing Corporation shall be responsible for fully reviewing and archiving the dossier and providing it to the State Securities Commission upon written request.

Chapter IV

SECURITIES REGISTRATION, CLEARING AND PAYMENT FOR SECURITIES TRANSACTIONS, MEMBERS OF THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION, ORGANIZATIONS OPENING DIRECT ACCOUNTS AND PAYMENT BANKS

Section 1. SECURITIES REGISTRATION, CLEARING AND PAYMENT FOR SECURITIES TRANSACTIONS

Article 149. Securities registration at the Vietnam Securities Depository and Clearing Corporation

1. Types of securities to be registered at the Vietnam Securities Depository and Clearing Corporation include:

a) Stocks listed or registered for trading on the securities trading system;

b) Fund certificates, covered warrants, Government’s debt instruments, government-guaranteed bonds, municipal bonds and other types of corporate bonds listed on the securities trading system;

c) Securities of public companies and types of securities to be registered at the Vietnam Securities Depository and Clearing Corporation as prescribed by law.

2. Other types of securities shall be registered at the Vietnam Securities Depository and Clearing Corporation on the basis of an agreement between the Vietnam Securities Depository and Clearing Corporation and the issuing organization.

3. Securities specified in Clauses 1 and 2 of this Article shall be registered at the Vietnam Securities Depository and Clearing Corporation in the form of book entries or e-data.

4. A public company must register its shares at the Vietnam Securities Depository and Clearing Corporation within 15 days from the date on which the State Securities Commission confirms the completion of the public company registration.

5. The Minister of Finance shall provide detailed instructions on securities registration, cancellation of securities registration, issuance of securities codes, exercise of rights of securities owners, transfer of securities ownership and other activities related to the securities registration at the Vietnam Securities Depository and Clearing Corporation.

Article 150. Organizing the clearing and payment for securities transactions under the mechanism of central counterparty clearing

1. The clearing and payment for securities transactions under the mechanism of central counterparty clearing shall apply to clearing and payment for listed securities transactions, and registration for transactions performed on the securities trading system, excluding clearing and settlement for debt instrument transactions.

2. The Vietnam Securities Depository and Clearing Corporation shall perform position, clearing and determination of payment obligations for securities transactions of clearing members based on the valid trading results provided by the Stock Exchange.

3. The payment of securities transfer at the Vietnam Securities Depository and Clearing Corporation and payment at payment banks shall be made on the basis of securities payment obligations and money amount determined by the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall be responsible for ensuring the payment of securities transactions of clearing members through the deposit mechanism and risk prevention measures in accordance with the law.

5. The Minister of Finance shall guide the implementation of the clearing and payment for securities transactions under the mechanism of central counterparty clearing.

Article 151. Conditions for provision of securities transaction clearing and payment services

1. Being a securities company, commercial bank or foreign bank branch which is issued with the securities depository registration certificate by the State Securities Commission. Commercial banks and foreign bank branches must concurrently satisfy the regulations on provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

2. Satisfying conditions on charter capital and equity as follows:

a) With regard to the direct clearing members: Having charter capital, equity of at least VND 1,000 billion (for commercial banks or foreign bank branches) or at least VND 250 billion (for securities companies);

b) With regard to the general clearing members: Having charter capital, equity of at least VND 7,000 billion (for commercial banks or foreign bank branches) or at least VND 900 billion (for securities companies).

3. Satisfying the prudential ratios as follows:

b) For a securities company: fully setting up the provisions as prescribed, the debt to equity ratio on the latest financial statement does not exceed 05 times and the liquidity ratio reaches at least 260% continuously in the latest 12 months preceding the month of submitting the dossier of request for grant of the Certificate of eligibility to provide securities transaction clearing and payment services;

c) For a commercial bank or foreign bank branch: satisfying the minimum capital adequacy ratio as prescribed by law on credit institutions in the last 12 months prior to the month of submitting the dossier of request for grant of the Certificate of eligibility to provide securities transaction clearing and payment services.

4. The implementation of the securities transaction clearing and payment service provision shall be approved by the Shareholders’ General Meeting or the Members’ Council or the company owner.

5. Service registration organization is not in the process of reorganization, dissolution, bankruptcy or placed under control, special control, or in the suspension of operation under a decision of a competent agency.

Article 152. Dossier, order and procedures for issuance of Certificate of eligibility to provide securities transaction clearing and payment services

1. A dossier of request for issuance of Certificate of eligibility to provide securities transaction clearing and payment services comprises:

a) A written request for issuance of a certificate of eligibility to provide securities transaction clearing and payment services, made according to the Form No. 45 provided in Appendix attached to this Decree;

b) The decision of the Shareholders’ General Meeting or the Members’ Council or the company owner on the provision of securities transaction clearing and payment services;

c) The latest audited financial statements and the latest examined biannual financial statements; prudential ratio report for the last 12 months (for securities companies) or written commitment to meeting the minimum capital adequacy ratio in accordance with the law on credit institutions in the last 12 months (for commercial banks and foreign bank branches);

d) The State Bank of Vietnam's written approval that the commercial bank or foreign bank branch satisfies the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

2. Within 15 days after receiving a complete and valid dossier, the State Securities Commission shall issue the certificate of eligibility to provide securities transaction clearing and payment services. In case of refusal, a written reply, clearly stating the reason is required.

Article 153. Suspension and termination of the provision of securities transaction clearing and payment services

1. The State Securities Commission shall decide to suspend up to 12 months for the provision of securities transaction clearing and payment services in the following cases:

a) A dossier of request for issuance of Certificate of eligibility to provide securities transaction clearing and payment services contains forged documents or false information;

b) Doing business for wrong purposes, not in accordance with the business activities for which the Certificate of eligibility to provide the securities transaction clearing and payment service is provided;

c) Failing to meet the conditions specified in Clause 5, Article 151 of this Decree; failing to meet the conditions specified in Clauses 2 and 3, Article 151 of this Decree for 06 consecutive months;

d) Other cases of suspension of the provision of clearing and settlement services for securities transactions necessary to protect the investors’ interests.

2. The State Securities Commission shall terminate the provision of securities transaction clearing and payment services in the following cases:

a) The establishment and operation license, the securities depository registration certificate is revoked or the State Bank of Vietnam has a document that the commercial bank or foreign bank branch fail to satisfy the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions.

b) Failing to register for clearing members within 12 months from the date on which the State Securities Commission issues the certificate of eligibility to provide securities transaction clearing and payment services;

c) The time limit for the State Securities Commission to suspend the clearing and payment of securities transactions is past but the company still fails to remedy the violations leading to the suspension;

d) It voluntarily terminates its operation.

Article 154. Order and procedures for compulsory termination of the provision of securities transaction clearing and payment services

1. For the case specified at Point a, Clause 2, Article 153 of this Decree, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services while issuing a decision to revoke the establishment and operation license and the securities depository registration certificate. For a commercial bank or foreign bank branch, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide clearing and payment service for securities transactions right after receiving the State Bank of Vietnam's document on the failure to satisfy the regulations on the provision of securities transaction clearing and payment services in accordance with the law on credit institutions by a commercial bank or foreign bank branch.

2. For the case specified at Point b, Clause 2, Article 153 of this Decree, the State Securities Commission shall issue a decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services within 03 working days after the expiration of the time limit specified at Point b, Clause 2, Article 153 of this Decree.

3. For the cases prescribed at Point c, Clause 2, Article 153 of this Decree:

a) Within 30 days from the occurrence of the event, the State Securities Commission shall send a written request to the securities company, commercial bank or foreign bank branch to terminate the provision of securities transaction clearing and payment services;

b) After the State Securities Commission has a document as prescribed at Point a of this Clause, the securities company, commercial bank or foreign bank branch shall disclose information on the termination of operation of clearing and payment for securities transactions within 24 hours and carry out procedures to terminate the clearing and payment of securities transactions according to Clause 2, Article 163 of this Decree;

c) Within 05 working days from the date of completing the procedures for terminating the provision of securities transaction clearing and payment services, securities companies, commercial banks and foreign bank branches shall submit dossiers of report to the State Securities Commission on the implementation results, enclosed with the decision to revoke the certificate of clearing member of the Vietnam Securities Depository and Clearing Corporation;

d) Within 07 working days from the date of receipt of the dossier reporting results, the State Securities Commission shall decide to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

4. Within 24 hours after receiving the decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services of the State Securities Commission, securities companies, commercial banks and foreign bank branches shall be responsible for announcing the decision to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

Article 155. Dossiers, order and procedures for voluntary termination of the provision of securities transaction clearing and payment services

1. A dossier of voluntary termination of the provision of securities transaction clearing and payment services comprises:

a) A written request for issuance of a certificate of eligibility to provide securities transaction clearing and payment services, made according to the Form No. 46 provided in Appendix attached to this Decree;

b) The decision of the Shareholders’ General Meeting or the Members’ Council or the company owner on termination of the provision of securities transaction clearing and payment services;

c) A decision to revoke the certificate of clearing member of the Vietnam Securities Depository and Clearing Corporation;

d) Reports on implementation results of the termination of the provision of securities transaction clearing and payment services.

2. Within 07 working days from the date of receipt of the complete and valid dossier, the State Securities Commission shall decide to revoke the certificate of eligibility to provide securities transaction clearing and payment services.

Article 156. Provision of securities transaction clearing and payment services by the Vietnam Securities Depository and Clearing Corporation

1. With regard to the clearing and payment for securities transactions

a) Organizing the clearing and payment for securities transactions under the mechanism of central counterparty clearing;

b) Establishing and operating the system of risk management and building a payment guarantee mechanism for the clearing and payment of securities transactions;

c) Managing clearing margin assets and accounts to ensure payment for securities transactions; requesting clearing members to deposit, determining and adjusting the deposit levels and a portfolio of assets that can be accepted for margin;

d) Setting up a system, ensuring to manage assets and accounts of the Vietnam Securities Depository and Clearing Corporation separately from clearing members’ assets and accounts; to separately manage assets and accounts of each clearing member; to manage assets and accounts of clearing members separately from their customers’ assets and accounts; to separately manage clearing margin assets and accounts from the derivatives market; providing clearing margin asset and account management services for clearing members and customers;

dd) Rejection of position for transactions of selling securities without owning in contravention of the law, transactions of clearing members and non-clearing members that entrust for clearing and payment of securities transactions through clearing members shall be performed after requesting the Stock Exchange to suspend trading activities of these members and other invalid transactions in accordance with regulations of the Ministry of Finance;

e) Requesting the Stock Exchange to suspend trading for trading members being clearing members incapable of payment for securities transactions and non-clearing trading members who entrust for clearing and payment of securities transactions through that clearing member;

g) Only taking responsibility for the performance of obligations and commitments to clearing members and not responsible for third parties in securities transaction clearing activities. Being a creditor for the receivables of a dissolved or bankrupt clearing member, and is given priority in asset division in accordance with the law on dissolution and bankruptcy;

h) Using, selling and transferring existing securities, securities awaiting for return from previous purchases on dealing accounts, and creating the market for insolvent clearing members and securities awaiting for return from previous underpaid purchases on the account of insolvent investors to return used support sources and offset related costs incurred;

i) In case it is impossible to sell, use or transfer existing securities, pending securities as prescribed at Point h of this Clause or the proceeds from the sale, use or transfer are insufficient for repayment for support sources and offset related costs incurred, the Vietnam Securities Depository and Clearing Corporation is allowed to use the proceeds from other securities sale transactions, the exercise of rights to the securities owners of the insolvent clearing members for repayment and offset;

k) Appointing other clearing members to perform reciprocal transactions for transactions of clearing members insolvent for securities transaction payment;

l) Appointing a replacement clearing member to fulfill obligations of clearing member insolvent for securities transaction payment; to transfer uncompleted securities and assets related to such transaction to a replacement clearing member for the purpose of fulfilling the obligations of the clearing member;

m) Use, sale or transfer of clearing margin assets of clearing members, investors insolvent for securities transaction payment, clearing members' contributions to clearing funds, and legal capital sources of the Vietnam Securities Depository and Clearing Corporation to fulfill the obligations of clearing members who are insolvent for securities transactions and offset for the financial losses of the Vietnam Securities Depository and Clearing Corporation arising from insolvent securities transactions in accordance with the law and professional regulations of the Vietnam Securities Depository and Clearing Corporation;

n) Setting up the securities transaction payment account system separate from the clearing margin account system;

o) Building a system of material and technical foundations for securities transaction payment and connect with the payment bank's system to ensure the completion of securities transaction payment in accordance with Clause 2, Article 63 of the Law on Securities;

p) Performing other rights and obligations related to clearing and payment of securities transactions in accordance with the law.

2. For the management of clearing members and clearing funds

a) Approving, canceling the status of a clearing member, suspending operations of clearing and payment for securities transactions of clearing members;

b) Inspecting and supervising the clearing members in the maintenance of operating conditions in accordance with the laws and regulations relating to clearing and payment of securities transactions;

c) Requesting the clearing members to explain and provide relevant documents and information in case abnormal signs are detected in clearing and payment for securities transactions or there are signs of investors or clearing members insolvent for securities transactions and unable to remedy;

d) Managing the clearing fund; requiring clearing members to contribute to clearing funds.

3. Deduction of 5% of annual revenue from registration, depository, clearing and payment of securities transactions to set up the professional risk prevention fund in order to handle risks during the process of handling operations of the Vietnam Securities Depository and Clearing Corporation. This deduction shall be counted into the expenses of the Vietnam Securities Depository and Clearing Corporation when determining taxable income. The total accumulated deduction of the professional risk prevention fund must not exceed 30% of the charter capital of the Vietnam Securities Depository and Clearing Corporation. The Minister of Finance shall provide for the establishment, management and use of the professional risk prevention fund.

4. Reporting and proposing to the State Securities Commission on violations of clearing members, measures to handle and overcome problems and fluctuations affecting the clearing and payment of securities transactions, other reports as prescribed by law or at the request of the State Securities Commission or when detecting violations or abnormal signs in securities clearing and payment activities.

Article 157. Rights and obligations of clearing members for the provision of securities transaction clearing and settlement services

1. Rights of clearing members

a) To request investors to contribute fully and timely deposits before performing the transaction, determining the deposit method, supplementing the margin, changing the clearing margin assets, transferring clearing margin assets in accordance with law provisions;

b) In case investors are insolvent for securities transactions, clearing members have the right to request investors or clearing members to perform compulsory reciprocal transactions with respect to transactions of investors; use, sell, or transfer of clearing margin assets of investors to buy securities or security assets for loans to fulfill payment obligations for investors' transactions;

c) To be entitled to use, sell or transfer clearing margin assets of an investor to fulfill the payment obligations of such investors toward the Vietnam Securities Depository and Clearing Corporation;

d) To be entitled to use, sell or transfer clearing margin assets paid by investors to clearing members who are insolvent for securities transactions in case where the clearing members perform their replacement payment obligations for clearing members who are insolvent for the securities transaction as designated by the Vietnam Securities Depository and Clearing Corporation.

2. Obligations of clearing members

a) To be responsible for the full fulfillment of the customers’ obligations toward the Vietnam Securities Depository and Clearing Corporation in the capacity as the customers’ authorized representatives;

b) To sign a clearing and payment contract for securities transactions with the Vietnam Securities Depository and Clearing Corporation, sign a clearing and payment entrustment contract with a non-clearing trading member, and sign a contract to coordinate the implementation of transactions, clearing and payment with depository banks not acting as clearing members. In the contract, there must be a term stating that clearing member is the authorized representative of the customer, responsible for the full performance of the customer's obligations toward the Vietnam Securities Depository and Clearing Corporation;

c) To take professional measures in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation to ensure solvency for securities transactions and to offset financial losses (if any);

d) To set up and operate an account system to separately manage assets and transactions of each investor and those of investor from clearing member; separate clearing margin assets and accounts from the derivatives market;

dd) To ensure that investors have sufficient clearing margin assets before the transaction and enough money and securities to pay for securities transactions; return the clearing margin assets in excess of the required margin at the request of investors; supervise and manage transactions and clearing margin assets of investors to ensure compliance with law;

e) To compensate damages to investors in case of failure to fulfill their obligations as prescribed by law and cause damage to investors' legitimate interests;

g) To transfer the clearing margin assets under management to the replacement clearing members according to the designation of the Vietnam Securities Depository and Clearing Corporation as prescribed at Point l, Clause 1, Article 156 of this Decree;

h) To fully retain original documents on clearing and payment for securities transactions; timely provide sufficient and accurate information about investors’ transactions, investors’ clearing margin assets and account, clearing and payment entrustment contracts and other documents related to the clearing and payment of securities transactions at the request of the Vietnam Securities Depository and Clearing Corporation;

i) During the time of implementing procedures for terminating the provision of securities transaction clearing and payment services, clearing members are not allowed to sign new or renew contracts with customers to perform the clearing and payment of securities transactions; must perform settlement, account transfer at the request of customers (if any);

k) To fully and promptly pay all financial obligations in accordance with law;

l) To disclose information and make reports according to regulations; periodically or at the request of investors, to provide complete information about account activities, account balances, and statements to investors.

Section 2. MEMBERS OF THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION, DIRECT ACCOUNT OPENING ORGANIZATION

Article 158. Conditions, dossiers, order and procedures for registration to become a depository member of the Vietnam Securities Depository and Clearing Corporation

1. Conditions to become a depository member

a) To be granted a securities depository registration certificates by the State Securities Commission;

b) To satisfy the requirements for information technology infrastructure and professional processes related to securities depository activities in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Dossiers to become a depository member

a) A written registration of depository member, made according to the Form No. 47 provided in Appendix attached to this Decree;

b) The certificate of registration of securities depository activities issued by the State Securities Commission;

c) Explanation of information technology infrastructure, professional process.

3. Order and procedures for issuance of the Certificate of a depository member

a) Within 05 working days from the date of receipt of a complete and valid dossier, the Vietnam Securities Depository and Clearing Corporation shall send a written notice to the securities company, commercial bank, foreign bank branches to connect with the Online Communication Portal, to test depository activities with the Vietnam Securities Depository and Clearing Corporation;

b) In case the dossier is incomplete and invalid, within 05 working days from the date of receipt of the dossier, the Vietnam Securities Depository and Clearing Corporation shall send a written request for dossier supplementation;

c) The Vietnam Securities Depository and Clearing Corporation shall issue a Certificate of depository member within 03 working days from the date on which the securities company, commercial bank or foreign bank branch completes the connection with the Online Portal, has passed the test of depository activities with Vietnam Securities Depository and Clearing Corporation.

Article 159. Conditions, dossiers, order and procedures for registration to become a clearing member

1. Conditions to become a clearing member

a) To be granted the Certificate of eligibility to provide securities clearing and settlement services by the State Securities Commission;

b) Depository members of the Vietnam Securities Depository and Clearing Corporation

c) To satisfy the requirements for information technology infrastructure, professional processes and personnel for the clearing and settlement of securities transactions in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Dossiers to become a clearing member

a) A written registration of clearing member, made according to the Form No. 48 provided in Appendix attached to this Decree;

b) The certificate of eligibility to provide securities clearing and settlement services, issued by the State Securities Commission;

c) Explanation of information technology infrastructure, human resources and professional process.

3. Order and procedures for issuance of the Certificate of a clearing member

a) Within 05 working days from the date of receipt of a complete and valid application, the Vietnam Securities Depository and Clearance shall send a written notice of the signing of the contract and the obligation to contribute of clearing members, connection to the clearing and settlement system of securities transactions; In case of refusal, it must reply in writing, clearly stating the reason;

b) Securities companies, commercial banks, and foreign bank branches shall report to the Vietnam Securities Depository and Clearing Corporation on the completion of jobs as notified by the Vietnam Securities Depository and Clearing Corporation as specified in point a of this Clause, and enclosing with the application form for deposit withdrawal, payment under the Form No. 49 Appendix attached to this Decree;

c) The Vietnam Securities Depository and Clearing Corporation grants clearing member certificates to securities companies, commercial banks, and foreign bank branches within 01 working day from the date of receipt of the documents specified in point b of this clause.

Article 160. Dossier, order and procedures for registration of depository members and clearing members after consolidation or merger

1. In case there is at least 01 securities company or commercial bank participating in the consolidation as a depository member, clearing member prior to the time of consolidation or the merging securities company or commercial bank is not a depository member or clearing member but at least 01 merged securities company or commercial bank is a depository member or clearing member prior to the merger. The conditions to become a depository member, a clearing member of a securities company or a merged or merged commercial bank are as follows:

a) Continue to use information technology infrastructure for securities depository activities of securities companies or commercial banks that are depository members before the time of consolidation or merger (in case of successful registration depository members) or continuing to use the information technology infrastructure for securities depository, clearing and settlement activities of securities companies or commercial banks that are clearing members before the time consolidation, merger (in case of registration of clearing members);

b) To satisfy personnel conditions (in case of registration as a clearing member), the professional process according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. In case the securities company or the merging commercial bank is a depository member or clearing member before the time of merger, the company or bank may continue to act as a depository member or clearing member after the completion of the merger. Within 03 working days from the date of issuance of the License for amendment of License for establishment and operation, the merging securities company and commercial bank must send a written notice of changes to the Vietnam Securities Depository and Clearing Corporation.

3. In case the merged securities company, commercial bank, securities company or commercial bank do not belong to the case specified in Clauses 1 and 2 of this Article, the conditions for becoming a depository member are specified in Clause 1, Article 158 of this Decree, and the conditions for becoming a clearing member are specified in Clause 1, Article 159 of this Decree.

4. A dossier for registration of depository members or clearing members, for the case specified in Clause 1 of this Article, includes:

a) A depository member registration form using the Form No. 47 in the Appendix and a written registration of clearing member, made according to the Form No. 48 provided in Appendix attached to this Decree;

b) Decision of the State Securities Commission on the consolidation, merger of securities companies; the State Bank of Vietnam decision on the consolidation or merger of commercial banks;

c) Decisions of the General Meeting of Shareholders or the Members' Council or company owners of securities companies, commercial banks participating in consolidation or merger approving the consolidation or merger of securities companies securities, commercial banks;

d) Commitments of the Board of Directors or Members' Council or company owners of securities companies, commercial banks participating in consolidation or merger regarding the continued use of the information technology infrastructure by the merged securities company, the commercial bank, the securities company, the commercial bank of the public securities company and its securities depository operations. securities companies and member commercial banks participating in consolidation or merger (for depository members registration ); information technology infrastructure, professional processes and personnel for securities depository, clearing and settlement activities of securities companies, commercial banks participating in consolidation or merger (for clearing members registration).  In case of changes in personnel (for clearing member registration) and professional process, securities company, commercial bank must supplement relevant documents, clearly stating the contents do not change.

5. Order and procedures for registration of depository members and clearing members, for the case specified in Clause 1 of this Article:

a) For depository members:  within 01 working day from the date of receipt of complete and valid dossiers and the Certificate of registration of securities depository activities of the securities company, commercial bank issued by the State Securities Commission specified in Clause 4 of this Article; Vietnam Securities Depository and Clearing Corporation shall grants certificates of depository members to securities companies, consolidated or merged commercial banks;

b) For clearing members: within 01 working day from the date of receipt of complete and valid dossiers and the Certificate of eligibility to provide clearing and settlement services for securities transactions of the securities company, commercial bank issued by the State Securities Commission specified in Clause 4 of this Article; the Vietnam Securities Depository and Clearing Corporation shall grants certificates of clearing members to securities companies, consolidated or merged commercial banks;

6. Dossiers, order and procedures for registration of depository members and clearing members, for the case specified in Clause 3 of this Article, comply with Clauses 2 and 3 of Article 158, Clauses 2 and 3 of Article 159 of this Decree.

Article 161. Change of information of depository members, clearing members

1. In case of change or addition of personnel, a member must send a written notice to the Vietnam Securities Depository and Clearing Corporation within 05 working days from the effective date of the change.

2. In case of change of information about the name, address of the head office, the at-law representative, the charter capital

a) Members must send a written notice to the Vietnam Securities Depository and Clearing Corporation within 05 working days from the effective date of the;

b) Within 05 working days from the date of receipt of the written notice of information change, the Vietnam Securities Depository and Clearing Company shall issue the amended Modified depository member certificate, modified clearing member certificate.

3. In case of change of type of clearing member from direct clearing member to common clearing member or vice versa, the Vietnam Securities Depository and Clearing Corporation shall issue a modified clearing member certificate to clearing members within 03 working days from the date clearing members complete the following:

a) To send to the Vietnam Securities Depository and Clearing Corporation a written request for change of type of clearing member according to the Form No. 50 in the Appendix attached to this Decree;

b) Additional payment of clearing fund (if there is a shortage compared to regulations) when changing from direct clearing member to common clearing member;

c) To the obligation to settle securities transactions, return clearing margin assets on the accounts of non-clearing trading members and customers of non-clearing trust trading members (if any) in the case of a change from a common clearing member to a direct clearing member.

Article 162. Revocation of the Certificate of a depository member

1. The Vietnam Securities Depository and Clearing Corporation shall revoke the Certificate of a depository member in the following cases:

a) A depository member has the securities depository registration certificate revoked in accordance with the provisions of Clause 2, Article 60 of the Law on Securities;

b) Seriously violated the regulations on depository members at the Vietnam Securities Depository and Clearing Corporation;

c) A depository member voluntarily terminates the status of a depository member and sends a written request for termination of his membership to the Vietnam Securities Depository and Clearing Corporation.

2. Order and procedures for revocation of the Certificate of a depository member

a) Within 01 working day from the date of receipt of the decision on revocation of the Certificate of registration of securities depository operations of the State Securities Commission or an application for the termination of the membership of a depository member or a violation that leads to revocation of the Certificate of a depository member, the Vietnam Securities Depository and Clearing Corporation shall cease to provide services of opening securities depository accounts, securities depository, and depository securities transfer for depository members (except for the cases of final account transfer, securities clearance transfer used as collateral, exercising rights for owners of securities, and adjusting investor information);

b) The final customer account transfer shall be done at the request of the customer or according to a written agreement, the contract for an account transfer between a depository member has revoked its Certificate of a depository member and another depository member in the absence of a client's request.  Term of transfer at the request of customers and related contents related to settlement transfer of customer accounts, proprietary accounts  (if any) shall comply with the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation;

c) The Vietnam Securities Depository and Clearing Corporation shall issue a decision to revoke the Certificate of a depository member within 03 working days from the end of the account settlement transfer deadline as prescribed in Point b of this Clause or after the depository member reports on completing the final customer account transfers, proprietary accounts (if any) and fully performing financial obligations and other obligations with the Vietnam Securities Depository and Clearing Corporation.

Article 163. Revocation of the Certificate of a clearing member

1. The Vietnam Securities Depository and Clearing Corporation shall revoke the Certificate of a clearing  member in the following cases:

a) The time limit for the Vietnam Securities Depository and Clearing Corporation to suspend the clearing and settlement activities of securities transactions but the clearing members fail to remedy the violations at the request of the Depository and Vietnamese securities clearing;

b) The Certificate of registration of securities depository operation was revoked by the State Securities Commission;

c) The Certificate of depository member was revoked by the Vietnam Securities Depository and Clearing Corporation;

d) Seriously violated the regulations on clearing members at the Vietnam Securities Depository and Clearing Corporation;

dd) A clearing member voluntarily terminates the status of a clearing member and sends a written request for termination of membership to the Vietnam Securities Depository and Clearing Corporation.

2. Order and procedures for revocation of the Certificate of a clearing member

a) Within 01 working day from the expiration of the time limit or the occurrence of an event specified in Clause 1 of this Article, the Vietnam Securities Depository and Clearing Corporation shall send a document to the Stock Exchange and clearing members to stop providing services related to clearing and settlement of securities transactions to clearing members. Then the Vietnam Securities Depository and Clearing Corporation shall notify clearing members of the clearing members' financial obligations and other obligations towards the Vietnam Securities Depository and Clearing Corporation.

Vietnam Securities Depository and Clearing Corporation, clearing members shall make payments for existing unsettled securities transactions on investor accounts and clearing members, returning the clearing margin assets for transactions of completed securities;

b) Within 30 days from the date of receipt of the notice from the Vietnam Securities Depository and Clearing Corporation, clearing members shall have to fulfill all obligations as notified by the Vietnam Securities Depository and Clearing Corporation specified in point a of this clause;

c) Within 05 working days from the day on which clearing members fulfill their obligations specified in point b of this clause or terminate the period specified in point b of this clause, the Vietnam Securities Depository and Clearing Corporation issues a decision to revoke the Certificate of clearing member and disclose information to the market;

d) The Vietnam Securities Depository and Clearing Corporation shall return the clearing collateral assets and the amount, securities contributed to the clearing fund (including both principal and interest as stipulated in the Regulations of the Vietnam Securities Depository and Clearing Corporation) after issuing a decision to revoke the Certificate of clearing member.

Article 164. Suspension of clearing and settlement for securities transactions for clearing members of the Vietnam Securities Depository and Clearing Corporation

1. The Vietnam Securities Depository and Clearing Corporation shall suspend for a maximum of 90 days for the clearing and settlement of securities transactions after obtaining the approval of the State Securities Commission in the following cases:

a) Regularly violating the obligations of clearing members in accordance with the Law on Securities and regulations of the Vietnam Securities Depository and Clearing Corporation;

b) It lets errors occur, causing heavy losses to its customers;

c) Failing to contribute fully to the clearing fund as required within 10 days from the deadline for submission as notified by the Vietnam Securities Depository and Clearing Corporation;

d) Failure to pay or insufficiently pay for the clearing funds 03 times in a month;

dd) Having 02 or more times in a month or once a month for 03 consecutive months, the Vietnam Securities Depository and Clearing Corporation issue a reprimand decision related to securities clearing and settlement activities;

e) Failure to fully refund payment assistance from the clearing fund or the professional risk hedge fund or the capital source of the Vietnam Securities Depository and Clearing Corporation within 05 working days from the date of use;

g) Insolvency for securities transactions with the deficit payment obligation in excess of the total available clearing founds at the time of determining the insolvency for a securities transaction and the balance of assets contributed to the clearing fund of that clearing member;

h) Failure to pay in full for services related to clearing and settlement of securities transactions in accordance with the law to the Vietnam Securities Depository and Clearing Corporation within 30 days from the deadline for submission of the notice; 

i) Other cases after obtaining approval from the State Securities Commission.

2. In case clearing members are suspended from securities clearing and settlement activities under a decision of the State Securities Commission; The Vietnam Securities Depository and Clearing Center shall suspend securities clearing and settlement activities of clearing members pursuant to a decision of the State Securities Commission.

3. Determination method, duration and scope of suspension of clearing and settlement activities of securities transactions of clearing members shall be implemented in accordance with the membership regulation of the Vietnam Securities Depository and Clearing Corporation.

Article 165. Opening a direct account at the Vietnam Securities Depository and Clearing Corporation

1. Organizations are allowed to open direct accounts at the Vietnam Securities Depository and Clearing Corporation, including:

a) State Capital and Investment Corporation;

b) Credit and insurance institutions participating in debt instruments trading organized by the Stock Exchanges;

c) The State Bank of Vietnam, the State Treasury, and the Foreign Securities Depository Center.

2. Organizations shall open direct accounts to deposit securities under their own ownership and could use the services provided by the Vietnam Securities Depository and Clearing Corporation specified at Points a and b, Clause 1 of this Article;

3. Organizations opening direct accounts specified at Point c, Clause 1 of this Article shall:

a) The State Bank of Vietnam opens an account to deposit valuable papers owned by the State Bank of Vietnam and depository customers of the State Bank of Vietnam to serve money market operations;

b) The State Treasury opens accounts to deposit debt instruments to serve relevant operations of the State Treasury;

c) Foreign securities depository centers are allowed to open accounts to provide services relating to securities registration, depository, clearing and settlement based on the written agreement with the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall provide services to organizations that open direct accounts based on contracts or written agreements signed between the two parties.  The contract includes the following main contents:

a) Scope of service provision;

b) Rights and obligations of the Vietnam Securities Depository And Clearing Corporation, direct account opening organization;

c) Dispute settlement;

d) Terminate the contract;

dd) Financial obligations.

5. The Vietnam Securities Depository and Clearing Corporation shall promulgate a form of service provision contract between Vietnam Securities Depository and Clearing Corporation and the organization that opens direct accounts.

Section 3. PAYMENT BANKS

Article 166. General provisions on payment bank

1. Payment bank means the State Bank of Vietnam or a commercial bank specified in Article 69 of the Law on Securities.

2. Obligations of a commercial bank to act as a paying bank, including:

a) Maintaining conditions for acting as an acquirer specified in Clause 2 Article 69 of the Law on Securities;

b) Providing loans to clearing members to assist with securities transactions in case clearing members lose their solvency for securities transactions;

c) To compensate for the Vietnam Securities Depository and Clearing Corporation, clearing members for expenses and damages arising in case of failure to pay securities transactions in accordance with regulations due to payment bank's error;

d) To report on a periodic, extraordinary basis or at the request of the State Securities Commission on information on the bank's operations in maintaining the conditions for acting as a paying bank;

dd) To perform information disclosure and other obligations in accordance with law.

3. The State Securities Commission periodically and irregularly inspects and supervises the maintenance of conditions and performance of obligations of commercial banks that are the settlement banks.  The State Securities Commission has the right to choose another settlement bank that meets all conditions specified in Article 69 of the Law on Securities to ensure the safety of payment operations in the following cases: the bank fails to maintain the conditions for acting as a paying bank or fails to restore the condition to act as a paying bank by the time limit prescribed by the State Securities Commission or seriously violate the obligations of the paying bank or other cases. The settlement bank shall be responsible for the securities transaction settlement and fulfill all obligations related to the payment for securities transactions to customers until there is a replacement bank.

4. The transfer of payment function for securities transactions from a commercial bank to the State Bank of Vietnam shall comply with a decision of the Prime Minister.

Article 167. Registration dossier for becoming a payment bank for a commercial bank

1. A written registration of becoming a payment bank, made according to the Form No. 51 provided in Appendix attached to this Decree.

2. A provision of banking information, clearly stating the ability to meet the conditions in Article 69 of the Law on Securities.

3. Decision on establishment and operation of a commercial bank.

4. Written commitment on the establishment of the system, the mechanism to manage accounts and margin deposits, accounts and payment deposits, timely and complete provision of information on margin deposits, payment deposits at the request of the Vietnam Securities Depository and Clearing Corporation and the State Securities Commission.

Article 168. The order and procedures for approving a commercial bank to act as a payment bank

1. The State Securities Committee selects commercial banks as payment banks to provide payment services for securities transactions on the stock exchange system.

2. Within 15 days from the date of receipt of complete and valid dossiers, the State Securities Committee shall decide to approve the registration as a payment bank; In case of refusal, it shall reply in writing, clearly stating the reason.

Chapter V

REGISTRATION OF SECURITY MEASURES FOR CENTRALLY REGISTERED SECURITIES AT THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION

Article 169. Subject, scope and principles of registration of security interest

1. Securities that have been centrally registered at the Vietnam Securities Depository and Clearing Corporation used to secure the performance of obligations in secured transactions are registered for security measures at the Vietnam Securities Depository and Clearing Corporation. The registration of security for other securities shall be conducted at the Securities and Trading Registration Centers of the National Register of Security Trading under the Ministry of Justice in accordance with the law on the registration of security interests.

2. The registration of security interest at the Vietnam Securities Depository and Clearing Corporation shall comply with the general principles of the law on the registration of security interests and the following principles:

a) Securities for which security is registered must be freely transferable, not used for collateral in securities transactions, not subject to blockade, custody and must be deposited prior to performance.  During the period of registration of security interest, securities registered for security interest must be frozen at the Vietnam Securities Depository and Clearing Corporation;

b) Information about the securities owned by the party securing the registration dossier must be consistent with the information kept at the Vietnam Securities Depository and Clearing Corporation;

c) The time of registration of the effective security interest is the time when the Vietnam Securities Depository and Clearing Corporation records its registration content in the security interest information register;

d) When the registration of security interests is deregistered, the Vietnam Securities Depository and Clearing Corporation shall release securities registered for the security interest.

3. The parties requesting the registration must give their written consent for the Vietnam Securities Depository and Clearing Corporation to block and provide information on securities registration of security interest in accordance with the provisions of this Decree.

4. When securities have registered security interest, and then be centrally registered canceled under the provisions of law, the Vietnam Securities Depository and Clearing shall notify depository members where securities depository is used as collateral to notify the parties to carry out procedures for deregulation of security interests. In case the parties fail to carry out procedures for registration of security interests, the Vietnam Securities Depository and Clearing Corporation shall automatically perform the deletion of the security interest on the effective date of securities registration cancellation.

5. In case of any discrepancy between the law on securities and the law on registration of security interests and documents guiding the implementation, the law provisions on securities shall prevail.  In case this Decree does not contain provisions but the law on the registration of security interests contains provisions, the law provisions on registration of security interests shall prevail.

Article 170. Dossiers and procedures for registration, change or modification of security interests; deletion of security interests

1. A dossier of security interest registration comprises:

a) A written request for registration of security interest according to the Form No. 52 provided in Appendix attached to this Decree;

b) A list of securities applying for registration of security interest according to the Form No. 53 provided in Appendix attached to this Decree;