Consolidated Document number 05/VBHN-BTC stipulates the level of collection, the system of collection, payment, management, and use of fees in the field of aquaculture management.

CIRCULAR¹

Guidelines on certain matters concerning public offerings of securities, tender offers, repurchase of shares, registration of public companies, and revocation of public company status

Circular No. 118/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance, guiding certain matters concerning public offerings of securities, issuance of securities, tender offers, repurchase of shares, registration of public companies, and revocation of public company status, took effect from February 15, 2021, amended and supplemented by:

Circular No. 19/2025/TT-BTC dated May 5 2025, issued by the Minister of Finance stipulating the registration of public companies, revocation of public company status, reports on contributed charter capital that have been audited , taking effect fromh May 5, 2025Circular No. 115/2025/TT-BTC dated December 15, 2025, issued by the Minister of Finance amending and supplementing certain provisions of Circular No. 118/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance guiding certain matters concerning public offerings of securities, tender offers, repurchase of shares, registration of public companies, and revocation of public company status, took effect from January 28, 2026 Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017, of the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;.

At the proposal of the Chairman of the State Securities Commission,.

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

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

The Minister of Finance issues this Circular guiding certain matters concerning public offerings of securities, issuance of securities, tender offers, repurchase of shares, registration of public companies, and revocation of public company status.

Pursuant to Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law;

Part I. 

1. Model Prospectus for Public Offering of Securities, Issuance of Shares for Exchange;²

2. Model Notice of Public Offering of Securities, Issuance of Shares, Tender Offer;GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the following contents:

3. Model Report on Results of Offering Period, Issuance Period of Securities, Tender Offer Period;

5. Share Repurchase by Public Companies.

1. Issuer;

4. ³ (Repealed)

2. Public Company;

Article 2. Applicability

The objects subject to this Circular include:

3. Shareholder of a Public Company Offering Shares to the Public;

4. Securities Company;

Vietnam Stock Exchange and its subsidiaries (hereinafter referred to as the Vietnam Stock Exchange), Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries

6. Relevant agencies, organizations, and individuals.

5. ⁴ Part II. ;

PROSPECTUS FORMS, NOTICE FORMS, REPORTS ON RESULTS OF PUBLIC OFFERING PERIODS, ISSUANCE PERIODS OF SECURITIES, TENDER OFFER PERIODS

Article 3. Prospectus Forms1. When registering a public offering of securities, issuing shares for exchange, or a shareholder of a public company registers a public offering of shares, they shall prepare a prospectus according to the following models:

a) Prospectus for Initial Public Offering of Shares according to Form at Appendix No. 01 attached hereto;

b) Prospectus for Additional Public Offering of Shares of a Public Company according to Form at Appendix No. 02 attached hereto;

c) Prospectus for Public Offering of Shares by a Shareholder of a Public Company according to Form at Appendix No. 03 attached hereto;

d) Prospectus for Initial Public Offering of Shares to Convert a Limited Liability Company into a Joint Stock Company according to Form at Appendix No. 04 attached hereto;

đ) Prospectus for Public Offering of Bonds according to Form at Appendix No. 05 attached hereto;

e) Prospectus for Public Offering of Convertible Bonds, Warrant-Attached Bonds of a Public Company according to Form at Appendix No. 06 attached hereto;

g) Prospectus for Additional Public Offering of Shares of a Public Company after Corporate Restructuring, Public Company formed after Merger of a Company not falling under Corporate Restructuring, Public Company formed after Splitting off a Company according to Form at Appendix No. 07 attached hereto;

h) Prospectus for Public Offering of Bonds by a Company after Corporate Restructuring, Company formed after Merger of a Company not falling under Corporate Restructuring, Company formed after Splitting off a Company according to Form at Appendix No. 08 attached hereto;

i) Prospectus for Public Offering of Convertible Bonds, Warrant-Attached Bonds of a Public Company after Corporate Restructuring, Public Company formed after Merger of a Company not falling under Corporate Restructuring, Public Company formed after Splitting off a Company according to Form at Appendix No. 09 attached hereto;

k) Prospectus for Issuing Shares of a Public Company for a Tender Offer according to Form at Appendix No. 10 attached hereto;

l) Prospectus for Issuing Shares for Exchange pursuant to a Merger Contract according to Form at Appendix No. 11 attached hereto;

m) Prospectus for Issuing Shares of a Public Company for Exchange pursuant to a Merger Contract according to Form at Appendix No. 12 attached hereto.

2. The main contents of the Prospectus model in Clause 1 of this Article include:

a) Information about the persons primarily responsible for the Prospectus;

b) Information about risk factors;

c) Information about the issuer, public company whose shares are being offered including formation and development process, organizational structure, related companies, business activities;

d) Information about founding shareholders, major shareholders, company owners; Chairman of the company, members of the Board of Directors, members of the Board of Members; Supervisory Board member; General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

đ) Information about business results, financial situation, and projected plans;

e) Information about the offering period, issuance period including characteristics of the offered securities, issuance methods; distribution schedule; cases of cancellation of the offering period;

g) Information about the purpose of the offering, issuance; plan for using funds raised from the offering period, except for the initial public offering of shares to become a public company through ownership restructuring but without increasing the issuer's charter capital, public offering of shares by a shareholder of a public company.

e) Information on the offering and issuance round, including the characteristics of the securities being offered and issued; distribution methods; distribution schedule; cases for canceling the offering round;

g) Information on the purpose of the offering and issuance; plans for using the proceeds from the offering round, except in the case of an initial public offering of shares to become a public company through a change in ownership structure but without increasing the charter capital of the issuer, or the public offering of shares by a shareholder of a public company;

h) Information about related partners involved in the issuance period, including advisory organizations, underwriting organizations, distribution agents, bondholders' representatives, auditing organizations;

i) Other important information that may affect investors' decisions;

k) Signatures of those primarily responsible for the Prospectus in accordance with Clause 3, Article 19 of the Securities Law;

l) List of attached documents to the Prospectus, including decisions of the Shareholders' Meeting or Board of Directors or Members' Council or company owner related to the issuance period, financial reports as stipulated in Article 20 of the Securities Law, project-related documents using funds raised from the issuance period, and other relevant documents (if any).

3. When issuing entities prepare the Prospectus according to the model specified in Clause 1 of this Article, they must ensure the following regulations:

a) Information disclosed in the Prospectus must be clear, accurate, truthful, non-contradictory, and include all contents that may affect investors' decisions. The language in the Prospectus must be simple and easy to understand; in cases where abbreviations or specialized technical terms are used, clear explanations must be provided;

b) Important information and comparative information in the Prospectus must clearly state the source of the information;

c) The Prospectus must be prepared in a clear format, with font and size presented in a manner that ensures readability;

d) The analysis of risk factors must reflect their impact on the business operation field, financial situation, business results of the issuing entity; the issuance period; security prices; projects using funds raised from the issuance period. Risk factors need to be classified and titled appropriately according to groups, arranged in order of publication of negative risk factors from high to low impact;

đ) Information on business activities and financial status must reflect the operational situation of the issuing entity and public companies whose shares are offered for sale in the two most recent fiscal years and up to the end of the latest quarter; in the case of a parent company, the business results announced must include consolidated results and those of the parent company;

e) Information on major shareholders, company owners, Chairpersons, Board of Directors members, Members' Council members, Supervisors, General Managers (Directors), Deputy General Managers (Deputy Directors), Chief Accountants must reflect information about interests related to the issuing entity and public companies selling shares to the public;

g) The purpose of the issuance and plans for using the proceeds from the issuance period must align with the plan approved by the Shareholders' Meeting or Board of Directors or Members' Council or company owner;

h) In cases where the issuing entity modifies or supplements the Prospectus, they must clearly state the modified or supplemented contents and the reasons for such modifications or supplements.

Article 4. Model of Issuance Announcement for Securities Offering and Public Tender Offer

1. The announcement of the public offering of shares according to the Model at Appendix 13 issued together with this Circular;

2. ⁵ The announcement of the public offering of bonds according to the Model at Appendix 14 issued together with this Circular (except in cases stipulated in Clause 2a of this Article);

2a. ⁶ The announcement of the public offering of bonds in Vietnam by international financial organizations according to the Model at Appendix 14A issued together with this Circular;

3. The announcement of the issuance of shares by public companies for a public tender offer according to the Model at Appendix 15 issued together with this Circular;

4. The announcement of the issuance of shares for a merger or consolidation contract exchange according to the Model at Appendix 16 issued together with this Circular;

5. The announcement of the issuance of shares for dividend payment or share issuance to increase capital from retained earnings according to the Model at Appendix 17 issued together with this Circular;

6. The announcement of the issuance of shares under an employee stock option program according to the Model at Appendix 18 issued together with this Circular;

7. The announcement of the issuance of shares to exercise warrant rights according to the Model at Appendix 19 issued together with this Circular;

8. The announcement of a public tender offer according to the Model at Appendix 20 issued together with this Circular.

Article 5. Model Report on the Results of the Share Offering, Issuance, and Public Tender Offer Periods

1. The report on the results of the share offering to the public according to the Model attached as Appendix 21 issued together with this Circular;

2. ⁷ The report on the results of the bond offering to the public according to the Model attached as Appendix 22 issued together with this Circular (except in cases provided for in Clause 2a of this Article);

2a. ⁸ The report on the results of the bond offering to the public in Vietnam by international financial organizations according to the Model attached as Appendix 22A issued together with this Circular;

3. The report on the results of the private placement of shares, the private placement of preferred shares with attached warrants according to the Model attached as Appendix 23 issued together with this Circular;

3a. ⁹ The report on the results of the share issuance to existing shareholders in proportion to the current ownership of the securities company that is not a publicly traded company according to the Model attached as Appendix 23A issued together with this Circular;

4. The report on the results of the share issuance for the exchange of shares for a determined number of shareholders in another publicly traded company, the exchange of shares for shareholders of a non-publicly traded joint-stock company, the exchange of capital contributions for members of a limited liability company, and the exchange of debt according to the Model attached as Appendix 24 issued together with this Circular;

5. The report on the results of the share issuance by a publicly traded company for a public tender offer according to the Model attached as Appendix 25 issued together with this Circular;

6. The report on the results of the share issuance for the exchange under a merger agreement according to the Model attached as Appendix 26 issued together with this Circular;

7. The report on the results of the share issuance for the exchange under a consolidation agreement according to the Model attached as Appendix 27 issued together with this Circular;

8. The report on the results of the share issuance for dividend payment, the share issuance to increase share capital from the owner's equity according to the Model attached as Appendix 28 issued together with this Circular;

9. The report on the results of the share issuance under an employee stock option program according to the Model attached as Appendix 29 issued together with this Circular;

10. The report on the results of the share issuance to convert bonds according to the Model attached as Appendix 30 issued together with this Circular;

11. The report on the results of the share issuance to exercise warrant rights according to the Model attached as Appendix 31 issued together with this Circular;

12. The report on the results of the share offering abroad, the new share issuance as the basis for depositary receipt issuance abroad according to the Model attached as Appendix 32 issued together with this Circular;

13. The report on the results of the public tender offer according to the Model attached as Appendix 33 issued together with this Circular.

Section III. REGISTRATION OF PUBLICLY TRADED COMPANIES, CANCELLATION OF PUBLICLY TRADED COMPANY STATUS

Article 6. ¹⁰ (Repealed)

Article 7. ¹¹ (Repealed)

Article 8. ¹² (Repealed)

Section IV. PURCHASE OF OWN SHARES

Article 9. Documents for Reporting Share Repurchase

1. A publicly traded company as stipulated in Clause 1 of Article 36 of the Securities Law must submit reporting documents to the State Securities Commission before repurchasing its own shares, including:

a) The report on the share repurchase according to the Model attached as Appendix 35 issued together with this Circular;

b) The decision of the General Meeting of Shareholders approving the share repurchase and the repurchase plan;

c) The decision of the Board of Directors approving the implementation plan for the share repurchase;

d) Documentation confirming the designation of a securities company to execute the transaction, except when the securities company is a member of the Stock Exchange and repurchases its own shares;

đ) The most recent audited financial statement as required;

e) Documentation proving that the company has sufficient resources to repurchase shares. In the case where a publicly traded company is a parent company using surplus capital, investment development funds, or other funds to repurchase shares, the source of funds is based on the parent company’s financial statements. If a publicly traded company is a parent company using undistributed post-tax profits to repurchase shares, the amount of funds used cannot exceed the level of undistributed post-tax profits on the consolidated audited financial statements. If the undistributed post-tax profits used for share repurchase are lower than those on the consolidated financial statements but higher than those on the parent company’s financial statements, the company must provide the decision of the competent authority of the subsidiary approving profit distribution, bank statements confirmed by the bank proving the transfer of profits from the subsidiary to the parent company;

g) Documentation proving compliance with the conditions for share repurchase as prescribed by law in the case where the publicly traded company operates in a regulated industry or business sector;

2. A publicly traded company repurchasing its own shares as stipulated in Point a Clause 2 of Article 36 of the Securities Law and repurchasing shares of employees according to the employee share issuance regulations as stipulated in Point b Clause 2 of Article 36 of the Securities Law must submit reporting documents to the State Securities Commission before repurchasing shares, including:

a) The announcement of information regarding the share repurchase according to the Model attached as Appendix 36 issued together with this Circular;

b) The decision of the Board of Directors or the General Director (Director) implementing the share repurchase plan.

Article 10. Reporting and Disclosure of Information on Share Repurchase

1. Public companies as prescribed in Clause 1, Article 9 of this Circular shall implement reporting, disclosure, share repurchase, and reporting on the results of share repurchase in accordance with Clauses 3, 4, 5, and 6 of Article 37 of the Securities Law. The content of information disclosure shall be carried out according to Form 36 attached to this Circular. The content of reporting on the results of share repurchase shall be carried out according to Form 39 attached to this Circular.

2. Public companies as prescribed in Clause 2, Article 9 of this Circular shall carry out share repurchase after seven working days from the date of reporting to the State Securities Commission and disclosing information on the company's electronic information website, the State Securities Commission's information dissemination means, and the stock exchange according to Form 36 attached to this Circular. Within ten days from the end of the share repurchase transaction, the public company must submit a report on the transaction results to the State Securities Commission and disclose information to the public according to Form 39 attached to this Circular.

Article 11. Changes in Share Repurchase ¹³

1. Public companies may not change their intention or plan for share repurchase as reported and disclosed to the public, except in cases of force majeure (natural disasters, epidemics, war, fire), and other cases approved by the General Meeting of Shareholders.

2. Within twenty-four hours from the decision to change the share repurchase plan, public companies must notify the State Securities Commission of the change in the share repurchase plan, and simultaneously disclose information on the company's electronic information website, the State Securities Commission's information dissemination means, and the stock exchange about the notification of the change in the share repurchase plan according to Form 38 attached to this Circular.

3. Public companies may implement changes in share repurchase after disclosing information in accordance with Clause 2 of this Article.

Article 12. Share Repurchase through Public Tender Offer

Public companies that repurchase their own shares through a public tender offer must comply with the regulations on public tender offers for shares as stipulated in Decree No. 155/2020/ND-CP dated December 31, 2020, of the Government detailing certain provisions of the Securities Law, including the following documents for reporting share repurchase:

1. Documents prescribed in Clause 1, Article 85 of Decree No. 155/2020/ND-CP dated December 31, 2020, of the Government detailing certain provisions of the Securities Law;

2. Documents as prescribed at points d, e, and g of Clause 1, Article 9 of this Circular.

Article 13. Reporting and Disclosure of Information on Sale of Treasury Shares ¹⁴

A public company that repurchases its own shares in accordance with Clause 6 and Point b, Point c, Clause 7 of Article 36 of the Securities Law shall sell treasury shares as follows:

1. Public companies may sell treasury shares at least twenty-four hours after submitting the Report on the Results of Share Repurchase Transactions, the Report on the Results of Issuance of Shares for Dividends, and the Report on Issuance of Shares to Increase Share Capital from Own Capital to the State Securities Commission and disclosing information to the public.

2. Public companies must complete the sale of treasury shares within twenty working days from the date of reporting to the State Securities Commission and disclosing information to the public on the sale of treasury shares according to Form 36 attached to this Circular.

3. Within ten days from the end of the treasury share sale transaction as prescribed in Clause 1 of this Article, public companies must submit the Report on the Results of Treasury Share Sale Transactions to the State Securities Commission and disclose information to the public according to Form 39 attached to this Circular.

Article 14. Responsibilities of the securities company designated to execute the buyback of shares

1. Guide the public company to implement the share buyback according to the regulations and the announced plan;

2. Ensure that the public company has sufficient funds in its trading account when placing orders to purchase to execute the transaction volume reported and publicly disclosed;

3. Not to use non-public information related to the buyback of shares of the designated public company for buying or selling securities of the public company or disclosing such information to third parties except as provided by law.

Article 15. Responsibilities of the Securities Trading Exchange

1. Supervise the listed companies and trading registration organizations to disclose information before, during, and after the implementation of the share buyback, sale of treasury shares according to the regulations;

2. Supervise the securities company designated to execute the share buyback according to the regulations.

Section V. IMPLEMENTING PROVISIONS¹⁵

Article 16. Implementation Provisions

1. This Circular takes effect from February 15, 2021, and replaces Circular No. 162/2015/TT-BTC dated October 26, 2015, issued by the Minister of Finance guiding the issuance of securities to the public, the issuance of shares for exchange, additional issuance of shares, share buyback, sale of treasury shares, and public tender offer for shares.

2. The State Securities Commission, the Securities Trading Exchange, Vietnam Securities Depository and Central Depository Corporation, issuers, public companies, securities companies, and other relevant organizations and individuals are responsible for implementing this Circular./.

ANNEX LIST

(Annexed to Circular No. 118/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance guiding certain contents on the issuance of securities, public tender offers, share buybacks, registration of public companies, and revocation of public company status)