Circular No. 107/2016/TT-BTC guiding the issuance and trading of warrant certificates with collateral

CIRCULAR

Guidelines for Offering and Trading Guaranteed Warrants

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Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Based on the Enterprise Law dated November 26, 2014;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

Pursuant to Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Part I. 

The Minister of Finance issues this Circular guiding the offering and trading of guaranteed warrants.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular stipulates the offering, listing, trading, settlement, exercise of guaranteed warrants and related information provision activities.

2. The subjects to which this Circular applies include:

a) Securities companies, depositary banks;

b) Stock Exchanges, Vietnam Securities Depository (hereinafter referred to as the Securities Depository);

c) Investors participating in the trading of guaranteed warrants;

d) Related organizations and individuals.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Guaranteed warrant (hereinafter referred to as warrant) is a contract between the investor and the warrant issuer defined in Clause 1, Article 1 of Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law (hereinafter referred to as Decree No. 60/2015/NĐ-CP).

2. Underlying securities are securities used as the underlying asset of the warrant.

3. Underlying securities issuer is the organization issuing the underlying securities as the underlying asset of the warrant.

4. Warrant issuer (hereinafter referred to as the issuer) is a securities company issuing warrants.

5. Depository bank is a bank that performs the depositary function, supervising assets pledged by the warrant issuer to ensure payment for issued warrants and is not a related party of the issuer as provided for by securities laws.

6. Warrant holder is an investor holding warrants, simultaneously being a secured creditor of the issuer and not the warrant issuer.

7. Call warrant is a type of warrant where the warrant holder has the right to purchase a quantity of underlying securities at the exercise price or receive a difference amount when the price (index) of the underlying securities is higher than the exercise price (exercise index) at the time of exercise.

8. Put warrant is a type of warrant where the warrant holder has the right to sell a quantity of underlying securities at the exercise price or receive a difference amount when the price (index) of the underlying securities is lower than the exercise price (exercise index) at the time of exercise.

9. European-style warrant is a warrant where the warrant holder can only exercise the right on the expiration date.

10. American-style warrant is a warrant where the warrant holder can exercise the right before or on the expiration date.

11. Execution price Exercise price

12. is the price at which the warrant holder has the right to buy (for call warrants) or sell (for put warrants) underlying securities (stocks or ETF certificates) from the issuer, or is used by the issuer to determine the payment amount to the warrant holder. Exercise index

13. is the index level used by the issuer to calculate the payment amount to the warrant holder based on the underlying asset being a stock index. Conversion ratio

14. indicates the number of warrants needed to convert into one unit of underlying securities. Multiplier

15. is the monetary value corresponding to one point of the index and is used to determine the settlement value when exercising the warrant based on underlying securities being a stock index. Expiration date

16. is the last day on which the warrant holder may exercise the warrant. Circulating warrant

17. is a warrant that has not expired and is currently held by the warrant holder. Non-circulating warrant

18. is a warrant that has been issued but not yet owned by investors. Non-circulating warrants are deposited in the account of the issuer. In-the-money warrant

19. is a call warrant with an exercise price (exercise index) lower than the price (index) of the underlying securities or a put warrant with an exercise price (exercise index) higher than the price (index) of the underlying securities. Open position

20. of the issuer's warrants includes all circulating warrants that have not been exercised. Theoretical risk management position

21. is a position calculated based on the risk management plan stated in the Prospectus. Actual risk management position

Article 3. General Provisions

is a position calculated based on the actual position in the issuer's risk management account,

1. The name of the warrant must not be duplicated or misleading with other types of issued securities, written in Vietnamese, may include numbers and symbols, pronounceable, and must contain at least the following four elements:

a) The term "warrant" followed by the abbreviated name of the underlying security and the abbreviated name of the issuer;

b) The abbreviated name of the call warrant or put warrant;

c) The abbreviated name of the European-style exercise or American-style exercise;

d) The abbreviated name of the cash settlement or delivery of underlying securities method.

a) Is a share listed on the Stock Exchange in Vietnam that meets the criteria for market capitalization level, liquidity level, transferable ratio, operating results of the issuer of the underlying securities, and other criteria according to the regulations of the State Securities Commission; an ETF certificate listed on the Stock Exchange in Vietnam; a stock index built or jointly built and managed with an international organization by the Stock Exchange in Vietnam after being approved by the State Securities Commission;

b) Is not currently in a state of warning, control, special control, temporary suspension of trading, or within the scope of delisting according to the regulations of the Stock Exchange.

3. The issuer shall not offer warrants based on its own shares and securities of organizations related to the issuer as prescribed in the Securities Law.

4. Limit on offering warrants:

a) The number of shares convertible from all issued warrants of all issuers (including warrants based on ETF certificates of which such shares are components of the reference index) shall not exceed the limit set forth in the regulations of the State Securities Commission compared to the total number of freely tradable shares;

The number of ETF certificates convertible from the number of issued warrants of all issuers shall not exceed 100% of the total number of ETF certificates in circulation.

The number of shares or ETF certificates convertible from warrants = Number of warrants / Conversion ratio;

b) The number of shares convertible from warrants in one offering by an issuer shall not exceed the limit set forth in the regulations of the State Securities Commission compared to the total number of freely tradable shares;

c) The total value of issued and registered-for-issue warrants of an issuer, excluding the number of warrants that have been delisted or expired, shall not exceed the limit set forth in the regulations of the State Securities Commission, wherein:

- For warrants that the issuer has registered for issuance

Total value of warrants = Issuance price x Number of warrants registered for issuance.

- For issued warrants

Total value of warrants = Offering price (for unlisted warrants) x Number of unlisted warrants + Closing price of the warrant on the most recent trading day (for listed warrants) x Number of listed warrants.

In case there is no established transaction price for the warrant, the total value of warrants shall be calculated based on the offering price.

The total number of freely tradable shares specified in points a and b of this clause shall be determined by the Stock Exchange.

The limit on issuing warrants specified in point c of this clause shall apply during the period when the State Securities Commission reviews and issues a Certificate of Warrant Offering.

5. Quarterly, the Stock Exchange publishes a list of securities meeting the conditions to serve as underlying securities for warrants and the remaining permissible offering limits for each underlying security. In case a security in the above list no longer meets the conditions to be an underlying security for warrants or there is a change in the remaining permissible offering limits for each underlying security, the Stock Exchange will publish information within 24 hours from the decision to remove the security from the list of underlying securities or from the date of change in the remaining permissible offering limits for each underlying security. Warrants already issued based on the removed underlying security remain valid until their expiration date and can exercise rights according to the method announced in the Prospectus.

The State Securities Commission is responsible for supervising the publication of the list of securities meeting the conditions to serve as underlying securities for warrant offerings by the Stock Exchange and has the right to request the removal of securities from the list if it determines that the securities no longer meet the conditions stipulated in Clause 2 of this Article.

6. The issuer must deposit collateral to ensure payment or have a payment guarantee from a custodian bank as prescribed in Article 5 of this Circular before offering and implementing risk management activities as prescribed in Article 12 of this Circular.

7. Warrants must be listed and traded on the Stock Exchange in Vietnam.

8. The issuer must fulfill obligations to warrant holders according to the terms stated in the Prospectus.

9. The State Securities Commission specifies the type of warrant, including the underlying security of the warrant, the type of exercise, and the method of exercising the warrant, and specifies the type of trading account for the purpose of risk management by the issuer.

PART II

MAIN TASKS

Section 1

OFFERING AND LISTING WARRANTS

Article 4. Documents and procedures for registering the issuance of warrant offerings

1. Securities companies meeting the conditions stipulated in Clause 21, Article 1 of Decree No. 60/2015/ND-CP may register to issue warrants.

2. Warrants registered for the first public offering must include the following contents:

a) Type of warrant, type of warrant (buy or sell) and method of exercising the warrant;

b) Information on the underlying securities that meet the conditions specified in Clause 2, Article 3 of this Circular;

c) The term of the warrant from the date of issuance to the maturity date shall be at least three months and at most two years;

d) Exercise price (index), registration price, conversion ratio, multiplier (in case of a warrant based on a stock index) shall be implemented according to the rules of the Stock Exchange;

đ) The minimum number of warrants registered for issuance is 1,000,000 units and a multiple of ten;

e) Offering limit in accordance with Clause 4, Article 3 of this Circular.

3. Issuing organizations can only implement additional offerings when the number of outstanding warrants with information as prescribed in Clause 2 of this Article exceeds 80% of the total issued warrants and the time remaining until the maturity date is more than 30 days. The information of additional warrants offered must be identical to the initial offering warrants and adjusted warrant information as prescribed in Article 10 of this Circular (if applicable), except for the quantity offered and the offer price.

4. Documents for registering the issuance of warrants include:

a) The Registration Form for Warrant Issuance as per Appendix No. 01 promulgated together with this Circular;

b) Minutes of the General Meeting of Shareholders or Board of Members or Decision of the Owner approving the Company's Articles of Association, including provisions on the rights of warrant holders, complying with this Circular and relevant laws; approving the proposal to issue warrants and the total value of warrants permitted to be issued or the ratio of the value of warrants permitted to be issued compared to the company's available capital; approving the payment guarantee plan and the obligations of the issuing organization towards warrant holders in case of the issuing organization losing its ability to pay, merger, consolidation, dissolution, bankruptcy;

c) Decision of the Board of Directors or Decision of the Board of Members or Decision of the Company's Owner approving the decision to issue warrants. This decision must include detailed information about the offering (type of warrant, type of warrant, underlying security, value of the offering, offer price, number of warrants offered, exercise price (index), term of the warrant, expected listing date and other related information);

đ) Business processes, internal control processes, risk management processes, plans to ensure payment to warrant holders and risk prevention plans with content according to templates issued by the State Securities Commission; description of the risk management system in warrant issuance activities;

e) Master agreement on the acceptance of collateral for payment signed with the depositary bank or a letter of commitment to guarantee payment from the depositary bank;

f) Prospectus as per Appendix No. 02 promulgated together with this Circular; advertising materials and information about the warrants (if any).

5. For issuers who have been granted a Certificate of Warrant Issuance, the documents for registering the issuance of warrants in additional offerings or initial offerings for different warrant products include:

a) Documents prescribed in Point a, c, d of Clause 4 of this Article;

b) Other documents prescribed in Clause 4 of this Article if they contain new amendments, supplements, or newly generated related information.

6. The documents for registering the issuance of warrants as prescribed in Clause 4 and Clause 5 of this Article shall be prepared in one original copy sent along with an electronic information file. The original set of documents shall be submitted directly or through postal service to the State Securities Commission.

7. The issuer is responsible for the accuracy, truthfulness, and completeness of the information in the documents, ensuring that all important information that could affect investors' decisions is included. During the review period, the issuer has the obligation to update, amend, and supplement the documents if there is new information, incorrect information is discovered, important information is omitted, or it is deemed necessary to clarify issues that may cause misunderstanding. Amended and supplemented documents must be signed by those who signed the warrant issuance registration documents or by the legal representative of the company.

8. For the initial warrant issuance, within twenty working days from the date of receiving a complete set of documents as prescribed in Clause 4 and Clause 5 of this Article, the State Securities Commission will consider and grant a Certificate of Warrant Issuance to the issuer. In case of refusal, the State Securities Commission must provide a written response and clearly state the reasons.

For additional warrant issuance, within ten working days from the date of receiving a complete set of documents as prescribed in Clause 5 of this Article, the State Securities Commission will consider and grant a Certificate of Warrant Issuance to the issuer. In case of refusal, the State Securities Commission must provide a written response and clearly state the reasons.

9. Within twenty-four hours from the date of granting the Certificate of Warrant Issuance, the State Securities Commission shall publish information about the issuance certificate on its website.

10. The Certificate of Warrant Issuance issued by the State Securities Commission to the issuer is a document confirming that the issuer and the warrant issuance registration documents comply with the conditions and procedures stipulated by law.

11. Within three working days from the date of obtaining the Certificate of Warrant Issuance, the issuer must publish the Prospectus and the Issuance Notice as per Appendix No. 03 promulgated together with this Circular on the website of the Stock Exchange and the issuer in accordance with the law on information disclosure in the securities market.

Warrants may only be offered for sale after the issuing organization has been issued a Certificate of Warrant Offering and has published the Prospectus and the Issuance Announcement in accordance with the provisions of this clause.

Article 5. Security for Payment

1. Within three working days from the date of issuance of the Certificate of Warrant Offering, the issuing organization must deposit collateral for payment at the custodian bank or provide a written confirmation of payment guarantee from the custodian bank. The initial value of the security for payment shall be at least 50% of the value of the type of warrant expected to be offered. The issuing organization must submit to the Securities Commission the margin agreement for payment signed with the custodian bank or the written confirmation of payment guarantee from the custodian bank within twenty-four hours from the signing of these documents.

2. Security for payment shall be cash or a deposit certificate or a payment guarantee from the custodian bank.

3. Cash or deposit certificates as security for payment must be deposited at the custodian bank throughout the validity period of the warrants and maintained at a minimum of 50% of the value of the issued warrants, excluding the number of warrants that have been delisted. This asset may not be pledged, mortgaged, or used as collateral for loans or other financial obligations of the issuing organization or any third party.

Article 6. Distribution of Warrants

1. The distribution of warrants can only be carried out after the issuing organization ensures that the warrant buyers have access to the Prospectus in the registration documents for the warrant offering and submits to the Securities Commission a written confirmation regarding the security for payment as stipulated in Article 5 of this Circular.

2. The deadline for completing the distribution of warrants to investors who have registered to purchase them is fifteen days from the date the Certificate of Warrant Offering becomes effective. The purchase money for the warrants must be transferred into a frozen account opened at a bank until there is confirmation of the distribution results from the Securities Commission.

3. The issuing organization may transfer unsold warrants into its proprietary account and continue to distribute them through the trading system of the Stock Exchange after listing through market-making activities.

Article 7. Reporting on the Results of Warrant Distribution and Registration for Listing of Warrants

1. Within three working days from the completion of distribution as stipulated in Clause 2 of Article 6 of this Circular, the issuing organization must report the results of the warrant distribution to the Securities Commission and publish information about the distribution results, while submitting the registration documents for warrant custody at the Securities Depository Center and the registration documents for warrant listing at the Stock Exchange.

2. The reporting materials on the results of warrant distribution include:

a) Report on the results of warrant distribution according to Appendix No. 04 issued together with this Circular;

b) Confirmation from the bank where the issuing organization has opened a frozen account regarding the amount of money received from the distribution round.

3. The registration documents for warrant custody are implemented in accordance with the regulations of the Securities Depository Center, and the registration documents for listing are implemented in accordance with the regulations of the Stock Exchange.

4. Within one working day from the date of receiving the reporting materials on the results of warrant distribution as stipulated in Clause 2 of this Article, the Securities Commission confirms in writing the results of the warrant distribution and sends it to the issuing organization, the Stock Exchange, and the Securities Depository Center, and simultaneously publishes information about the distribution results on the Securities Commission's electronic information website.

After receiving confirmation of the distribution results, the issuing organization is permitted to unfreeze the funds in the frozen account as specified in Clause 2 of Article 6 of this Circular.

5. Within two working days from the date of receiving confirmation of the distribution results from the Securities Commission and the complete and valid registration documents for warrant custody, the Securities Depository Center is responsible for issuing the Certificate of Warrant Custody Registration and simultaneously notifying in writing the Stock Exchange where the issuing organization has applied for listing.

6. Within two working days from the date of receiving notification from the Securities Depository Center regarding the issuance of the Certificate of Warrant Custody Registration to the issuing organization and the complete and valid registration documents for listing, the Stock Exchange is responsible for issuing a decision to approve the listing of warrants.

7. Within two working days from the date the Stock Exchange issues a decision to approve the listing of warrants, the warrants will officially commence trading on the system.

Article 8. Suspension and cancellation of warrant offerings

1. The State Securities Commission has the right to suspend a warrant offering for a maximum of thirty days when it discovers that the application file for the issuance certificate of warrant offering contains misleading information or omits important content that may affect investment decisions and cause losses to investors; or when it finds that the issuing organization does not provide a guarantee deposit for payment or has a bank's payment guarantee as stipulated in Clause 1, Article 5 of this Circular.

2. Within seven days from the date the warrant offering is suspended, the issuing organization must recall issued warrants if requested by investors, and simultaneously refund money to investors within fifteen days from the date of receiving such requests.

3. When the causes leading to the suspension of the warrant offering are resolved, the State Securities Commission issues a notification to cancel the suspension, and the warrants will continue to be offered.

4. Beyond the suspension period specified in Clause 1 of this Article, if the causes leading to the suspension of the warrant offering have not been resolved, the State Securities Commission cancels the warrant offering.

5. Within seven days from the date the warrant offering is canceled, the issuing organization must recall issued warrants and simultaneously refund money to investors within fifteen days from the date of the cancellation of the warrant offering. Beyond this period, the issuing organization must compensate investors for losses according to the terms already agreed upon with investors.

Article 9. Cancellation of Warrant Listing, Temporary Suspension of Trading

1. Warrants shall be delisted in the following cases:

a) The issuing organization suspends operations, temporarily halts operations, merges, consolidates, dissolves, goes bankrupt, or has its business license revoked;

b) The underlying securities are delisted; or the stock index cannot be determined due to force majeure reasons as prescribed in the principles for determining the index;

c) After three months from the date of issuance, the number of circulating warrants is less than fifty percent of the total number of issued warrants. The issuing organization must delist a portion of non-circulating warrants equivalent to forty percent of the total number of issued warrants;

d) The total quantity of underlying securities convertible from issued warrants across all issuing organizations exceeds a percentage ratio as regulated by the State Securities Commission. In this case, the issuing organization must delist a portion of non-circulating warrants with a duration from the day the ratio exceeded until the expiration date being less than two months, according to the principle:

- Delist eighty percent of the issued warrants when the number of circulating warrants is less than five percent of the total issued warrants;

- Delist seventy percent of the issued warrants when the number of circulating warrants is between five percent and ten percent of the total issued warrants;

đ) Warrants that have completed their exercise rights or have expired. In this case, the warrants will be automatically delisted;

e) When the Stock Exchange deems it necessary to protect investor interests and obtains approval from the State Securities Commission.

2. The issuing organization can voluntarily delist a portion or all of non-circulating warrants after a minimum listing period of one month according to the principle:

a) If there are still circulating warrants, the remaining number of warrants (after deducting the expected delisted portion) must reach at least ten percent of the total issued warrants;

b) If the issuing organization owns all issued warrants, the issuing organization can request to delist all issued warrants.

3. The delisting of warrants as stipulated in point a, b, e of Clause 1 of this Article shall be carried out according to the following procedures:

a) Within twenty-four hours from the date of the decision to delist warrants, the issuing organization must announce the method for determining the settlement price of warrants held by warrant holders from the effective date of delisting. This method must also comply with the content of the Prospectus and the rules of the Stock Exchange;

b) From the date of announcement of information as stipulated in point a of this clause to the day before the effective date of delisting, the issuing organization shall carry out the repurchase of warrants through market-making activities. The repurchase price shall be determined based on the market price and the rules of the Stock Exchange;

c) From the effective date of delisting, the issuing organization is responsible for coordinating with the Securities Depository Center to settle funds for investors who still hold warrants according to the price determined as stipulated in point a of this clause. The settlement of funds shall be carried out according to the rules of the Securities Depository Center.

4. The delisting of warrants shall be carried out according to the rules of the Stock Exchange.

5. After each trading day, the Securities Depository Center shall notify the Stock Exchange about the volume of warrants that have completed the exercise of rights for investors so that the Stock Exchange can proceed with the delisting procedures.

6. Warrants shall be temporarily suspended from trading in the following cases:

a) The base index of the warrants is temporarily halted from calculation;

b) The underlying securities of the warrants are temporarily suspended from trading;

c) Force majeure incidents such as natural disasters, fires, technical failures in the trading system, or settlement system;

d) Cases where the Stock Exchange deems it necessary to protect investor interests and has obtained approval from the State Securities Commission.

In the event of a settlement system failure, the Securities Depository Center is responsible for reporting to the State Securities Commission and notifying the Stock Exchange. The Stock Exchange reports to the State Securities Commission immediately after making the decision to temporarily suspend trading.

Article 10. Adjustment of warrant when underlying securities change

1. The issuer must adjust the exercise price, conversion ratio, and other contents of the warrant prescribed in Clause 2, Article 4 of this Circular in the following cases:

a) The price of the underlying security is adjusted due to the underlying security issuer paying dividends or bonus shares;

b) Other cases as guided by the Stock Exchange.

2. In case odd lots arise from the adjustment of warrants, investors have the right to request the issuer to repurchase the odd lots at a price determined according to the rules of the Stock Exchange.

3. Cases requiring adjustment of warrants and the method of adjustment must be announced in the Prospectus as directed by the rules of the Stock Exchange.

Section 2
ACTIVITIES OF THE ISSUER

Article 11. Market-making activities of the issuer

1. The issuer has the responsibility to carry out market-making activities to ensure liquidity for the warrants issued by that issuer. Market-making transactions are conducted on the issuer's proprietary account according to the rules of the Stock Exchange.

2. Warrants in the issuer's proprietary account used for market-making activities may not be used for collateral, pledge, margin trading, lending, or as collateral assets.

3. The Stock Exchange guides the rights and obligations of the issuer when performing the market-making function.

Article 12. Risk management activities of the issuer

1. The issuer must ensure having at least one employee in the risk management department related to the issuance of warrants who holds a financial analyst certificate, a fund management certificate, or a Chartered Financial Analyst (CFA) Level II certificate.

2. The issuer must ensure having sufficient underlying securities to manage risks for circulating warrants according to the risk management plan prescribed in Point d, Clause 4, Article 4 of this Circular.

3. Risk management transactions are carried out on a separate trading account dedicated solely to risk management activities or on the issuer's proprietary account. The risk management activities of the issuer include buying, selling, borrowing, and other transactions consistent with legal regulations and ensuring the following requirements:

a) Securities in risk management transactions include underlying securities and securities issued based on those underlying securities, in accordance with legal regulations. Securities used for risk management purposes must be frozen during the period of exercising the warrant if the warrant is exercised through the transfer of underlying securities;

b) Securities used for risk management purposes may not be used for collateral, pledge, margin trading, lending, or as collateral assets;

c) The issuer is responsible for independently managing and accounting for the risk management securities portfolio and meeting the risk management requirements according to the rules of the Stock Exchange.

4. From the date of listing the warrant, the issuer reports daily to the Stock Exchange on risk management activities, including actual and theoretical risk management positions for each warrant according to the rules of the Stock Exchange. The Stock Exchange has the right to require the issuer to explain the calculation parameters of the theoretical risk management position if it deems these parameters unreasonable.

The calculation of the actual and theoretical risk management positions for each issuance is implemented according to the guidance of the State Securities Commission.

5. In case the issuer does not comply with the risk management plan as prescribed in Point d, Clause 4, Article 4 of this Circular, the Stock Exchange will apply the following measures:

a) Require the issuer to explain if the difference between the theoretical risk management position and the actual risk management position exceeds 20% for three consecutive working days and does not fall under the case prescribed in Point b of this clause. Within three working days from the date the Stock Exchange issues a notice requesting an explanation, the issuer must implement risk management to reduce the difference to 20% or less;

b) Require the issuer to deposit money corresponding to the difference between the theoretical risk management position and the actual risk management position calculated at market prices if this difference exceeds 50% for three consecutive working days. Within three working days from the date the Stock Exchange issues a notice requesting payment, the issuer must deposit this amount into the proprietary account;

c) Issue a warning across the market if the issuer fails to implement risk management as required by the Stock Exchange as stated in Point a of this clause after being requested to explain for the third time or fails to make the payment as prescribed in Point b of this clause.

Warrants are removed from the warning list if the issuer maintains the difference between the theoretical risk management position and the actual risk management position within 20% for 30 trading days or the issuer has made the payment as prescribed in Point b of this clause.

6. Monthly, the Stock Exchange reports to the State Securities Commission on cases prescribed in Clause 5 of this Article. If the issuer is warned according to Point c, Clause 5 of this Article, the State Securities Commission has the right to reduce the issuance limit of warrants of the issuer according to Clause 4, Article 3 of this Circular for the next registration of offering according to the regulations of the State Securities Commission.

Section 3

SETTLEMENT OF TRANSACTIONS AND EXECUTION OF WARRANTS

Article 13. Trading and Settlement Activities of Investors' Warrants

1. Warrants shall be traded through the trading system of the Stock Exchange in accordance with the rules of the Stock Exchange. Investors place orders to trade warrants on their regular securities trading accounts. Securities companies may only accept orders to buy or sell warrants from investors when the investors have fully paid one hundred percent (100%) of the money or warrants required for the transaction in accordance with relevant laws. Securities companies are not allowed to allow investors to engage in margin trading with warrants.

2. The settlement activities of warrant transactions shall be carried out in accordance with the rules of the Securities Depository Center.

3. After completing the settlement of warrant purchase transactions, the investor becomes the owner of the warrant, and the issuer must be responsible for performing the obligations arising from the warrant owned by the investor.

4. The issuer of the underlying securities may not invest in or trade warrants based on its own securities.

5. Foreign investors are not subject to ownership ratio limits for warrants.

6. Public funds may only invest in warrants for risk management purposes.

Article 14. Exercise of Warrants

1. Depending on the issuance conditions and the type of underlying securities, the issuer has the obligation to exercise warrants according to one of the following methods:

a) Delivering the underlying securities;

b) Paying cash.

The amount of cash payment is calculated based on the settlement price (settlement index) of the underlying security and the exercise price (exercise index). The Stock Exchange determines the settlement price (settlement index) as the basis for calculating the cash payment and publishes this price daily for circulating warrants.

2. The method of payment must be disclosed in the Prospectus and Issuance Notice. Cash payment must be made in the following cases:

a) The warrants issued are based on a stock index;

b) Exercising warrants through the delivery of underlying securities to foreign investors leads to exceeding the maximum foreign ownership ratio for the underlying securities.

The issuer must pay cash for the excess ownership threshold that cannot be delivered due to the inability to deliver the underlying securities; allocate the underlying securities to the investor in proportion to the number of warrants held at the exercise date.

c) Exercising warrants through the delivery of underlying securities to securities firms leads to exceeding the ownership limit for the underlying securities of the securities firm.

The issuer must pay cash for the excess ownership threshold that cannot be delivered due to the inability to deliver the underlying securities.

d) Exercising warrants through the delivery of underlying securities leads to the investor being subject to the public tender offer provisions of the Securities Law.

The issuer must pay cash for the excess threshold requiring a public tender offer.

đ) By agreement between the investor and the issuer, exercising all or part of the warrants for the investor in the form of cash payment due to the exercise method leading to the investor being subject to the reporting and disclosure provisions of the Securities Law for significant shareholders, insiders, and related parties of insiders.

e) In the case where the investor does not place an order to exercise the warrant, the in-the-money warrant will automatically be exercised in the form of cash payment on the expiration date.

g) In the case where exercising warrants through the delivery of underlying securities results in fractional shares less than one share, the fractional shares will be paid in cash.

3. Investors can only request the exercise of in-the-money warrants currently held in their deposit account on the exercise date. Warrants in the proprietary account of the securities company, which were issued by the securities company itself, cannot be exercised.

4. Orders to exercise warrants from the trading account of the investor opened at the securities company are transferred to the issuer in accordance with the rules of the Securities Depository Center and the regulations of the issuer and the securities company. If the investor places an order to exercise warrants through the delivery of underlying securities, the investor must follow the procedures to transfer money for the purchase warrant exercise or transfer securities for the sale warrant exercise in accordance with the laws on securities trading and the rules of the Securities Depository Center.

5. Based on the notification document of the issuer, the Securities Depository Center compiles a list of warrant holders requesting exercise rights daily for warrants exercised before the expiration date, compiles a list of warrant holders on the expiration date, calculates and allocates cash or underlying securities according to the payment method recorded in the Prospectus.

6. Assets used to settle the warrant holders include:

a) Risk management assets and other assets in the proprietary account;

b) Assets in the margin account at the depository bank;

c) Payment claims or other assets (if any):

In the event of insufficient assets to settle the warrant exercise, the resolution of the warrant holder's benefits shall be implemented in accordance with the relevant laws applicable to partially secured creditors.

7. Within five working days from the date the investor places an order to exercise the warrant or from the expiration date, the securities company, depository member, and issuer are responsible for coordinating with the Securities Depository Center to complete the cash settlement and transfer of underlying assets to the investor in accordance with the rules of the Securities Depository Center.

Article 15. Special Measures for Handling

1. Special handling measures shall be carried out in the following cases:

a) An issuing organization does not exercise the rights according to the provisions of Article 14 of this Circular within three months from the due date of payment;

b) The issuing organization merges, consolidates, dissolves, or goes bankrupt;

c) Other necessary cases at the request of the Stock Exchange.

2. Special handling measures include:

a) In the case provided for in point a, Clause 1 of this Article, the issuing organization is responsible for resolving the interests of the holder of warrant rights according to the request of the holder of warrant rights. The issuing organization must pay overdue interest at the basic interest rate published by the State Bank corresponding to the period of overdue payment calculated from the due date of payment to the investor;

b) In the cases provided for in point b, Clause 1 of this Article, the resolution of interests for the holder of warrant rights shall be implemented according to the relevant laws on mergers, consolidations, dissolutions, and bankruptcies of enterprises;

c) In the case provided for in point c, Clause 1 of this Article, the resolution of interests for the holder of warrant rights shall be implemented from the assets according to the provisions of Clause 6, Article 14 of this Circular.

3. The payment to the holder of warrant rights as stipulated in Clause 2 of this Article shall be determined based on the quantity of warrants and the value of warrants, where the value of warrants is calculated based on the closing price (or closing index) on the day the event requiring payment occurs, or the nearest closing price or closing index before the occurrence of the event (if the closing price or closing index on the day the event requiring payment occurs cannot be determined), ensuring compliance with relevant laws.

CHAPTER III

ACTIVITIES OF SERVICE PROVIDING ORGANIZATIONS

Article 16. Provisions on Related Activities of the Securities Depository Center and the Stock Exchange

1. The Securities Depository Center has the following rights and responsibilities:

a) To establish and issue regulations guiding registration, custody, and transaction settlement of warrants; procedures for implementing warrants and promulgating them after approval by the Securities Commission;

b) To coordinate and provide the Stock Exchange with information on activities related to registration, custody, proprietary trading of issuing organizations, and implementation of warrants;

c) To implement the freezing of securities used for risk prevention purposes upon the request of the issuing organization when implementing warrants;

d) To promptly provide complete and accurate information and reports to the Securities Commission as required;

d) To provide other related services;

e) To collect service fees related to warrants in accordance with the law.

2. The Stock Exchange has the following rights and responsibilities:

a) To establish and issue regulations guiding listing, delisting, trading, and market making after approval by the Securities Commission; to promptly report to the Securities Commission when detecting market abuse transactions or prohibited transactions under securities laws;

b) To establish, maintain, and manage stock indices as the underlying securities for warrants;

c) To establish and issue regulations supervising the risk prevention activities of issuing organizations, including forms of handling violations if the organization fails to comply with the risk prevention plan as prescribed in this Circular;

d) To establish and issue regulations guiding issuing organizations, related service providers, and investors to disclose information as required;

đ) To coordinate activities with the Securities Depository Center to supervise;

e) To provide other services based on contracts signed with the Securities Depository Center and issuing organizations;

g) To carry out activities aimed at stabilizing the market and protecting investor rights according to the authority prescribed in the Securities Law after approval by the Securities Commission;

h) To promptly provide complete and accurate information and reports to the Securities Commission as required;

i) To collect service fees related to warrants in accordance with the law.

Article 17. Activities of a Depositary Bank

1. The depositary bank selected by the issuer must meet the conditions stipulated in Clause 1 of Article 98 of the Securities Law.

2. The depositary bank shall have the following rights and obligations:

a) To hold and manage separately the collateral assets for settlement of the issuer in accordance with Article 5 of this Circular from other assets of the issuer and other assets of the depositary bank;

b) To freeze the collateral assets for settlement that the issuer has deposited;

c) To carry out collection, payment, settlement, and transfer of funds related to the activities of the issuer upon lawful requests from the issuer, the State Securities Commission, the Stock Exchange, and the Securities Depository Center;

d) To confirm reports prepared by the issuing organization related to collateral assets;

d) To report to the State Securities Commission when discovering that the issuer of warrants violates the law.

e) To collect service fees related to warrants in accordance with the law.

PART IV
PRODUCT INFORMATION, REPORTS AND DISCLOSURE
INFORMATION

Article 18. Provisions on product information disclosure for warrants

1. The prospectus shall include all information related to the warrant issuance round, clearly stating the terms regarding the rights of warrant holders, the plan to ensure the fulfillment of the issuer's obligations towards warrant holders in special cases, and must be updated when new information arises according to the model prescribed in Appendix No. 02 issued together with this Circular.

2. The prospectus must be presented in an easily understandable manner and published on the electronic website of the issuer.

3. During the period when the State Securities Commission reviews the registration documents for warrant offerings, the issuer may only use truthfully and accurately the information in the registration documents for warrant offerings submitted to the State Securities Commission for market research purposes, including clearly stating that the issuance date and offering price are anticipated information.

4. Product information materials must contain complete, accurate, clear content without misleading investors about warrants being financial instruments with stable income or guaranteed profits, and must not imply that the investment value always increases or is guaranteed.

5. Product information materials must warn investors about various types of risks when investing in warrants and explain clearly about risk prevention measures.

6. The issuer and related organizations and individuals must be responsible for the content and legality of the information about warrants.

Article 19. Obligations to Report and Disclose Information of the Issuer

1. The issuer must submit periodic reports to the State Securities Commission and the Stock Exchange on warrants as follows:

a) A report on risk prevention activities and the number of warrants offered on the same working day, no later than 17 hours the next working day;

b) Monthly reports within 10 days from the end of the month:

- A report on proprietary trading transactions involving underlying securities;

- A report on the position and current value of all warrants.

2. The issuer must disclose extraordinary information within 24 hours of the occurrence of any of the following events:

a) Upon receiving the Certificate of Warrant Offering;

b) Upon receiving the decision to list, change listing, or delist;

c) Upon receiving a notice about suspending warrant trading, suspending warrant offerings, lifting suspension of warrant offerings, or canceling warrant offerings;

d) When the issuer adjusts warrants in accordance with Clause 1 of Article 10 of this Circular;

đ) When the issuer fails to meet the conditions for warrant offerings;

e) Decisions to change the depositary bank, payment guarantor bank (if any), or upon receiving a notice that the depositary bank has been dissolved, declared bankrupt, or placed under special supervision according to banking laws;

g) Upon receiving a request from the State Securities Commission or the Stock Exchange where the issuer lists warrants concerning events seriously affecting the legitimate interests of investors; information related to the company significantly impacting the warrant price and requiring confirmation of such information.

3. The issuer shall implement information disclosure through means prescribed by law on information disclosure in the securities market.

4. The issuer is exempted from the obligation to report and disclose information as a major shareholder for the portion of securities held for risk management purposes calculated based on theoretical risk positions.

Article 20. Obligations to Report and Disclose Information of Investors

1. When exercising warrants and becoming a major shareholder of the issuer of the underlying securities, investors must report and disclose information similar to when participating in stock transactions according to the laws on reporting and disclosing information for stock investors.

2. Major shareholders of the issuer of the underlying securities who exercise warrants and thereby change their ownership ratio in the issuer of the underlying securities must report and disclose information similar to when participating in stock transactions according to the laws on reporting and disclosing information for major shareholders.

3. Insiders of the issuer of the underlying securities and related parties of such insiders who participate in warrant transactions based on the underlying securities must report and disclose information similar to when participating in stock transactions according to the laws on reporting and disclosing information applicable to insiders and related parties of insiders.

Article 21. Reporting Obligations of Depositary Banks

Within ten days from the end of each month, depositary banks shall prepare and submit monthly monitoring reports on the collateral assets of issuers to the State Securities Commission and the Stock Exchange. These reports must evaluate compliance with legal provisions and the prospectus as follows:

a) Evaluation of the issuer's compliance with margin trading activities,

b) Any violations (if any) by the issuer and recommendations for resolution and remediation.

CHAPTER V

IMPLEMENTING PROVISIONS

Article 22. Effectiveness

1. This Circular takes effect from January 1, 2017.

2. The State Securities Commission shall implement and report to the Ministry of Finance before issuing operational procedures and regulations stipulated in this Circular.

Article 23. Implementation Organization

1. The State Securities Commission, Stock Exchanges, Securities Depository Centers, securities companies, and other relevant organizations and individuals are responsible for implementing this Circular.

2. Amendments and supplements to this Circular shall be decided by the Minister of Finance.

ANNEX NO. 01

MODEL WARRANT REGISTRATION FORM FOR SECURED WARRANTS
(Annexed to Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the issuance and trading of secured warrants issued by the Ministry of Finance)

SECURED WARRANT REGISTRATION FORM

To: State Securities Commission

I. Introduction to the Issuer Registering for Offering

1. Full name of the issuer registering for offering:

2. Trading name:

3. Securities Company Business License number:... issued by the State Securities Commission on... day... month... year...

4. Registered Capital:

5. Main office address:

6. Telephone:                                                     Fax:

7. Bank where business account is opened:                    Account number:

II. Secured Warrants Being Registered for Offering

1. Name of the warrant:

2. Name (code) of the underlying security:

3. Name of the issuer of the underlying security:

4. Type of warrant (buy/sell):

5. Style of warrant (European/American):

6. Method of exercising the warrant:

7. Term:       months

8. Conversion ratio:

9. Multiplier (for index-based warrants):

10. Maximum expected exercise price (index):                 VND (points)

11. Minimum expected exercise price (index):                 VND (points)

12. Maximum expected offering price:       VND/warrant

13. Minimum expected offering price:       VND/warrant

14. Number of warrants being registered for offering:   warrants

15. Collateral assets for settlement:

16. Expected value of collateral assets for settlement:

17. Expected offering period:

18. Expected subscription period: from...day to...day...

III. Similar Warrants Currently in Circulation (for additional offerings):

1. Total number of warrants:

2. Total value of warrants (calculated at market price at the time of reporting, if applicable):

IV. Related Parties:

1. Bank accepting collateral for settlement/guarantee

- Name of bank accepting collateral for settlement/guarantee:

- Securities Depository License number:... issued by the State Securities Commission on... day... month... year...

- Main office address:...

- Telephone:…             Fax:…                   Website:…

2. Underwriting Organization

3. Auditing Organization

4. Advisory Organization

5....

V. Commitments of the Issuer:

1. We hereby guarantee that the information in this application is complete and true, without any false or incomplete information that could cause harm to warrant buyers.

2. We commit:

- To study and strictly comply with the laws on securities and the securities market.

- Not to disclose information about the warrant offering through any means of public communication before receiving the State Securities Commission’s notification of approval for the issuance.

- To accept all forms of handling if we violate the above commitments.

 

 

APPENDIX NO. 02

MODEL PROSPECTUS FOR SECURED WARRANT OFFERING
(Annexed to Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the issuance and trading of secured warrants issued by the Ministry of Finance)

 

(cover page)

 

 

PROSPECTUS

COMPANY: ABC

(Securities Company Establishment and Operation License number:... issued by the State Securities Commission on... day... month... year...)

(specify information about the first issuance and the last change of the Securities Company Establishment and Operation License)

 

GUARANTEED WARRANT OFFERING

(Warrant Offering Certificate number…/GCN-BC issued by the Chairman of the State Securities Commission on... /.../...)

 

 

 

This Prospectus and supplementary documents will be available at... from the date of... Responsible for information disclosure:

Name:…                                       Phone number:…

 

(cover page)

 

COMPANY: ABC

(Securities Company Establishment and Operation License number:... issued by the State Securities Commission on... day... month... year...)

(specify information about the first issuance and the last change of the Securities Company Establishment and Operation License)

 

GUARANTEED WARRANT OFFERING

 

- Warrant name:

- Underlying security name (code):

- Underlying security issuer:

- Type of warrant (buy/sell):

- Exercise style (European/American):

- Exercise method (cash/security transfer):

- Term:        months

- Expiration date:

- Conversion ratio:

- Multiplier (for index-based warrants):

- Strike price (index strike):

- Value of collateral for settlement:

- Offering price:

- Total quantity offered:

- Total value offered:

UNDERWRITING ORGANIZATION:

1. COMPANY:…(clearly state main office address, phone number, transaction fax number)

2. COMPANY:…(clearly state main office address, phone number, transaction fax number)

AUDITING ORGANIZATION:

COMPANY:…(clearly state main office address, phone number, transaction fax number)

ADVISORY ORGANIZATION:

COMPANY:…(clearly state main office address, phone number, transaction fax number)

 

(cover page)

 

TABLE OF CONTENTS

 

CONTENT OF THE PROSPECTUS

I. RISK FACTORS (detailed analysis of the impact of risk factors on the offering and the offered warrant price)

1. Risks related to the warrant issuer

2. Risks related to the warrant product

3. Risks related to the underlying security

4. Other risks

II. PERSONS PRIMARILY RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. Organization of Issuance

Mr./Ms.:…Position: Chairman of the Board/Board Member

Mr./Ms.:…Position: Director (General Director)

Mr./Ms.:…Position: Chief Accountant (Financial Director)

Mr./Ms.:…Position: Head of Supervisory Board/Internal Audit Board

We ensure that the information and figures in this Prospectus are accurate and truthful, and we commit to being responsible for the accuracy and truthfulness of these information and figures based on our knowledge or reasonable investigation and collection.

2. Underwriting organization, Advisory organization

Legal representative: Mr./Ms.:…

Position:

This Prospectus is part of the registration dossier for the offering prepared by (name of underwriting organization, advisory organization) based on the advisory contract (underwriting contract) in the Field of Teachers and Educational Institution Managers (name of issuer). We ensure that the analysis, evaluation, and selection of language in this Prospectus have been carried out reasonably and carefully based on the information and figures provided by (name of issuer) .

III. DEFINITIONS

(Words, abbreviations, or terms that may be misunderstood or unclear as expressed in the Prospectus must be defined)

IV. INVESTMENT OPPORTUNITIES

1. Overview of the Vietnamese economy

2. Vietnam's financial market and investment opportunities

V. INFORMATION ABOUT THE WARRANT ISSUER WITH GUARANTEE

1. General information about the warrant issuer with guarantee

- Summary of formation and development process

- Corporate structure (and group structure, if applicable) (represented by a diagram and accompanied by an explanation)

- Corporate management structure (represented by a diagram and accompanied by an explanation)

- Shareholder list (name, address, holding percentage) holding 5% or more of the company's share capital and related persons; List of founding shareholders and shareholding percentages (if restrictions on transfer still apply);

- List of parent companies and subsidiaries of the issuer, companies in which the issuer holds control or majority shares, and companies holding control or majority shares over the issuer;

- Information about the issuer's management team (structure, summary information on members)

- Information about risk management personnel related to the warrant issuance: experience, expertise, reputation, capability.

2. Information about the issuer's operational results

- Summary of the securities company's operations, including: (business activities, market share in each area of operation, disputes/lawsuits the company is currently facing and current developments (if any)...

- Business performance report for the past two years and cumulative up to the latest quarter

- Warrants issued by the company (detail the list, warrant name, type of warrant...);

3. Financial situation

- Payment of maturing debts: (Have debts been paid on time and in full?)

- Amounts due under applicable laws: (Have they been implemented according to the law?)

- Total loan outstanding: (Specify overdue debt, total guarantee debt (if any), short-term, medium-term, and long-term overdue debt, reasons for overdue debt, and recovery potential)

- Current accounts receivable and payable situation: (Total amount of receivables, total amount of payables)

- Main financial indicators:

VI. INFORMATION ON SECURED WARRANTS

1. General information about warrants

- Warrant name, underlying security name, issuer of the underlying security, type of warrant (call/put), exercise style (European/American), method of exercise (cash/security delivery), term, expiration date, conversion ratio, multiplier, strike price, collateral for settlement, total number of warrants expected to be offered, total value of warrants expected to be offered, offer price, method of calculating the offer price including formula and specific information about the underlying security price, interest rate, volatility of the underlying security, and other necessary information for calculating the offer price...

- Information on previous issues of the same type of warrants (in case of additional offering): number offered, value offered, number and value of warrants currently in circulation from previous offerings.

2. Information about the underlying security

- Underlying security is a stock or ETF certificate: market capitalization level, liquidity, price fluctuation situation in the most recent year (volume traded, highest and lowest trading prices, closing price of each month's last trading day in the year...), information about the issuer of the underlying security including company name, business field, operating results of the underlying security issuer;

- Underlying security is an index: index fluctuation situation in the most recent year (information about the highest and lowest index levels in the year and the index on each month's last trading day in the year).

3. Time of distribution of warrants

4. Registration to purchase warrants

5. Exercise of warrants

- In case of cash settlement: (Describe the exercise process and how the settlement amount is calculated for investors); Mandatory cash settlement cases;

- In case of security delivery: (Describe the exercise process and how the number of underlying securities delivered to investors is calculated);

- Measures to handle situations where the issuer loses its ability to settle.

6. Rights of warrant holders

- Rights of call warrant holders;

- Rights of put warrant holders;

- In case the issuer loses its ability to settle, goes bankrupt, or is dissolved;

- In case the warrants are delisted due to the issuer suspending operations, merging, dissolving, going bankrupt, or having their license revoked; when it is discovered that the registration documents for the warrant issuance contain misleading information, omitting important content that may affect investment decisions and cause investor losses; due to the underlying security being delisted; or because the index cannot be determined due to force majeure clearly stipulated in the principles for determining the index; or at the discretion of the Stock Exchange to protect investor interests (Specify the formula and method for calculating the settlement price for warrant holders from the effective date of delisting).

7. Adjustment of warrants

- Specify the circumstances for adjusting warrants (Issuer of the underlying security splits or consolidates shares; pays dividends, issues bonus shares, or exercises shareholder rights, etc.);

- Method for determining the adjustment level for each circumstance.

8. Fees, charges, and taxes arising from transactions or exercising warrants.

9. Market-making activities

VII. MANAGEMENT OF RISKS FOR SECURED WARRANTS

1. Risk management process

2. Anticipated risk prevention measures (Purpose of risk prevention, General risk prevention plan)

3. Experience in issuing warrants

VIII. PARTIES RELATED TO THE ISSUE

Name, main office address, and brief introduction of parties related to the issue: depositary bank, underwriting organization or issuing agent, auditing organization, advisory organizations...

IX. CONFLICT OF INTEREST

State the principles for resolving potential conflicts of interest.

X. COMMITMENTS

The issuer commits to bear full responsibility for the accuracy and truthfulness of the content of the information and attached documents in this prospectus.

XI. DATE, SIGNATURE, SEAL OF THE ISSUER'S REPRESENTATIVE, DEPOSITORY BANK, ADVISORY ORGANIZATION, UNDERWRITING ORGANIZATION (IF ANY)

XII. ANNEX

 

ANNEX NUMBER 03

SAMPLE WARRANT ISSUE NOTICE
(Annexed to Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the issuance and trading of secured warrants issued by the Ministry of Finance)

NOTICE OF WARRANT ISSUE

(Warrant Offering Certificate number…/GCN-BC issued by the Chairman of the State Securities Commission on... /.../...)

1. Issuer's name:

2. Main office address:

3. Telephone number:

4. Fax number:

5. Name and address of the underwriting organization (if there is)

6. Information about the issued warrants:

- Warrant name:

- Underlying security name (code):

- Underlying security issuer:

- Type of warrant (buy/sell):

- Exercise style (European/American):

- Method of exercising warrants (cash/security delivery)

- Term:        months

- Expiration date:

- Conversion ratio:

- Multiplier (for index-based warrants):

- Strike price (index strike):

- Value of collateral for settlement:

7. Number of warrants registered for issuance:

8. Issue price:

9. Number of warrants issued (in case of supplementary issue notice):

10. Minimum number of subscriptions:

11. Subscription period: From.../.../... to.../.../...

12. Place to submit subscription forms and publish the Prospectus: (Name, contact telephone number, location of issuing agents).

13. Bank account for freezing funds received from warrant purchases: (name, address, telephone number)

14. Commitment to fulfill the obligations of the issuing organization towards investors.

 

 

ANNEX NO. 04

MODEL REPORT ON THE RESULTS OF WARRANT DISTRIBUTION WITH GUARANTEE
(Annexed to Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the issuance and trading of secured warrants issued by the Ministry of Finance)

REPORT ON THE RESULTS OF WARRANT DISTRIBUTION WITH GUARANTEE

(Warrant Offering Certificate number…/GCN-BC issued by the Chairman of the State Securities Commission on... /.../...)

To: State Securities Commission

Name of the issuing organization:

Main office address:

Telephone number:

TELEPHONE NUMBER:

Name and address of the underwriting organization (if there is)

I. Information on issued warrants:

1. Warrant information:

- Warrant name:

- Underlying security name (code):

- Underlying security issuer:

- Type of warrant (buy/sell):

- Exercise style (European/American):

- Payment method for exercising rights (cash/security transfer):

- Term:        months

- Expiration date:

- Conversion ratio:

- Multiplier (for index-based warrants):

- Strike price (index strike):

- Value of collateral for settlement:

2. Offering period information:

- Start date of offering:

- Completion date of distribution:

- Registration period for purchase: From .../.../... to .../.../...

- Payment date for warrant purchase:

- Transfer completion date for warrants:

II. Results of warrant distribution

III. Summary of warrant distribution results:

1. Total number of warrants distributed:..., accounting for ...% of the total number of warrants permitted for offering.

2. Total proceeds from warrant sales:...VND (confirmed by the bank where the blocked account for warrant purchase funds is held, attached)

3. Total expenses:...VND.

- Underwriting fees:

- Distribution fees:

-...

4. Net proceeds from the distribution round:...VND.

 

 

ANNEX NO. 05

MODEL REPORT ON SECURED ASSETS FOR PAYMENT
(Annexed to Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the issuance and trading of secured warrants issued by the Ministry of Finance)

REPORT ON SECURED ASSETS FOR PAYMENT

To: State Securities Commission

1. Information on the depository bank:

Full name, abbreviated name:

Main Office Address

Operating license number: issued by … on …

Securities depository registration certificate number: issued by the SSC on …

2. Secured assets for payment

Unit of measurement:…VND

In words:

AUTHORIZED REPRESENTATIVE OF THE BANK