Circular No. 13/2019/TT-BTC amending and supplementing certain provisions of Circular No. 180/2015/TT-BTC dated November 13, 2015 guiding securities trading registration on the trading system for unlisted securities.

MINISTRY OF FINANCE -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 28/VBHN-BTC	Hanoi, May 9, 2019

CIRCULAR[1]

GUIDELINES ON REGISTRATION OF SECURITIES TRANSACTIONS ON THE SYSTEM FOR UNLISTED SECURITIES TRADING

19/2018/TT-BGTVT) which has been amended and supplemented by Clause 7, Article 1 of Circular No. 08/2024/TT-BGTVT dated April 4, 2024, issued by the Minister of Transport, amending and supplementing certain articles of Circular No. 19/2018/TT-BGTVT Circular No. 180/2015/TT-BTC dated November 13, 2015 of the Minister of Finance guidelines on registration of securities transactions on the system for unlisted securities trading, effective from January 1, 2016, amended and supplemented by:

Circular No. 13/2019/TT-BTC dated March 15, 2019 of the Minister of Finance amending and supplementing certain articles of Circular No. 180/2015/TT-BTC dated November 13, 2015 guiding registration of securities transactions on the system for unlisted securities trading, effective from May 1, 2019.

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;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular guiding registration of securities transactions on the system for unlisted securities trading.[2]

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

[3]

1. This Circular guides the objects, documents, procedures for registration, changes to registration, and cancellation of registration of securities transactions on the system for unlisted securities trading.

Article 2. This Circular applies to the following entities:

a) Public companies;

b) Enterprises undergoing shareholding transformation in accordance with the laws on shareholding transformation;

c) Stock Exchanges, Vietnam Securities Depository;

d) Other relevant agencies, organizations, and individuals.

Article 2. Interpretation of Terms

[4]

In addition to the terms defined in 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. 58/2012/NĐ-CP), 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 Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on transforming state-owned enterprises and wholly state-owned limited liability companies into joint-stock companies (hereinafter referred to as Decree No. 126/2017/NĐ-CP), in this Circular, the following terms shall be understood as follows:

1. The system for unlisted securities trading (hereinafter referred to as the Upcom system) is the system for unlisted securities trading organized by the Hanoi Stock Exchange.

2. Registered securities are securities of public companies and enterprises undergoing shareholding transformation in accordance with the laws on shareholding transformation that have been approved for registration and trading on the Upcom system.

3. Registration of trading is the process of listing the securities of public companies and enterprises undergoing shareholding transformation in accordance with the laws on shareholding transformation for trading on the Upcom system.

4. A registered trading entity is a public company and an enterprise undergoing shareholding transformation in accordance with the laws on shareholding transformation whose securities are registered for trading on the Upcom system.

The terms "company," "enterprise," and "organization" are used interchangeably in this Circular.

Article 3. Objects and Time Limit for Transaction Registration

1. Objects of Transaction Registration

a) Public companies that do not meet the conditions for listing must register transactions on the Upcom trading system;

b) Public companies that meet the conditions for listing but have not been listed on the Stock Exchange must register transactions on the Upcom trading system;

c) Companies delisted must register transactions on the Upcom trading system if they still meet the conditions to be public companies (including cases where delisting occurs due to a company formed after mergers, acquisitions, or swaps not meeting listing conditions);

d)[5] Enterprises undergoing privatization according to laws on privatization that have not been listed on the Stock Exchange must register transactions on the Upcom trading system.

2. Time Limit for Transaction Registration

a) Within thirty (30) days from the date the State Securities Commission issues a letter confirming the completion of the registration of public companies as stipulated in Article 34 of Decree No. 58/2012/NĐ-CP, public companies are responsible for completing securities registration at the Vietnam Securities Depository and registering transactions on the Upcom trading system;

b)[6] Within thirty (30) days from the end date of the public offering of securities as prescribed by securities laws, unlisted public companies must complete securities registration at the Vietnam Securities Depository and register transactions on the Upcom trading system;

c) Within ten (10) working days from the effective date of delisting, the Stock Exchange is responsible for coordinating with the Vietnam Securities Depository to register transactions for the shares of delisted public companies. This provision applies to securities that have been delisted, including mandatory delisting, voluntary delisting, and securities delisted due to the listed company failing to meet listing conditions after mergers or issuing shares for swaps;

d) Within six (06) months from the date of issuance of the Enterprise Registration Certificate, companies resulting from mergers of enterprises, including listed companies, which do not meet the listing conditions after the merger must complete transaction registration procedures;

đ)[7] Enterprises undergoing privatization according to laws on privatization and not listed on the Stock Exchange shall register, deposit, and register transactions in securities according to the time limit specified in Clause 5, Article 4 of this Circular.

Article 4. Procedures and Documents for Transaction Registration

1. For public companies that have registered securities at the Vietnam Securities Depository:

1.1. The securities transaction registration documents include:

a) A securities transaction registration application form in accordance with Model 01 attached to this Circular;

b) Summary information about the company in accordance with Model 08 issued together with Decree No. 58/2012/NĐ-CP;

c)[8] An audited financial report of the year immediately preceding the year of submitting the securities transaction registration application, except for the following cases:

- In case the public company changes its business form in the year immediately preceding or during the year of submitting the securities transaction registration application, it shall use an audited financial report covering twelve months of the year immediately preceding the year of submitting the securities transaction registration application (the period before conversion or both periods before and after conversion into a joint-stock company);

- In case the company is delisted due to a merger and still meets the conditions to be a public company after the merger, and the merger is completed in the year immediately preceding the year of submitting the securities transaction registration application, it shall use the audited financial report of the year immediately preceding the year of securities transaction registration (reporting period less than twelve months) of the merged company; If the merger is completed in the year of submitting the securities transaction registration application, it shall use the audited financial report of the year immediately preceding the year of securities transaction registration of the companies being merged;

- In case a state-owned enterprise completes privatization in the same year of submitting the securities transaction registration application, it shall use the audited financial report of the year immediately preceding the year of securities transaction registration of the enterprise in the state-owned enterprise phase;

- In case a state-owned enterprise completes privatization in the year immediately preceding the year of submitting the securities transaction registration application, it shall use the audited financial report for the period from when the company officially becomes a joint-stock company to the end of that fiscal year;

- Other cases shall be guided by the Hanoi Stock Exchange after receiving written comments from the State Securities Commission;

In case the subscribed capital changes in the year of securities transaction registration, in addition to the financial report as stipulated in this point, the enterprise shall submit an audit report on capital;

d) A copy of the securities registration certificate issued by the Vietnam Securities Depository and a copy of the notification to the Vietnam Securities Depository regarding the registration of the record date for shareholders to register transactions;

1.2. The securities transaction registration documents as stipulated in Point 1.1, Clause 1 of this Article shall be prepared in one (01) original copy accompanied by one (01) electronic data file (if available), submitted directly or through postal service to the Hanoi Stock Exchange;

1.3.[9] Within five (05) working days from the date of receipt of the documents, the Hanoi Stock Exchange shall request the organization registering transactions to amend and supplement the documents (if necessary);

Within five (05) working days from the date of receipt of complete and valid documents, the Hanoi Stock Exchange shall issue a Decision approving the transaction registration and simultaneously publish the information to the market. In case of rejection, the Hanoi Stock Exchange must respond in writing and specify the reasons;.

2. For public companies that have not registered securities at the Vietnam Securities Depository:

2.1. The securities transaction registration documents include:

a) Securities registration documents at the Vietnam Securities Depository in accordance with securities laws on registration, deposit, settlement, and payment of securities;

b) Documents as stipulated in Points a, b, and c of Point 1.1, Clause 1 of this Article.

2.2. The documents specified in item a point 2.1 clause 2 of this Article shall be established in one (01) original copy accompanied by one (01) electronic data file (if any) and submitted directly or through postal service to the Vietnam Securities Depository. The documents specified in item b point 2.1 clause 2 of this Article shall be established in one (01) original copy accompanied by one (01) electronic data file and submitted directly or through postal service to the Hanoi Stock Exchange.

2.3.[10] Within five (05) working days from the date of receipt of the application dossier, the Vietnam Securities Depository shall have the responsibility to request the organization registering for trading to amend and supplement the application dossier (if necessary).

Within five (05) working days from the date of receipt of a complete and valid application dossier, the Vietnam Securities Depository shall issue a Certificate of Securities Registration to the issuer and simultaneously send the Certificate of Securities Registration to the Hanoi Stock Exchange. Within five (05) working days from the date of receipt of the Certificate of Securities Registration and the complete and valid application dossier as specified in item b point 2.1 clause 2 of this Article, the Hanoi Stock Exchange shall issue a Decision Approving Trading Registration and simultaneously publish information to the market. In case of refusal, the Hanoi Stock Exchange must provide a written response and specify the reasons.

3. Within ten (10) days from the date of issuance of the Decision Approving Trading Registration, the public company shall be responsible for listing its shares for trading on the Upcom trading system.

4. In cases of registration for trading as prescribed in point c clause 2 Article 3 of this Circular, the registration for trading of shares shall be carried out by the stock exchanges in coordination with the Vietnam Securities Depository.

5. [11] For enterprises undergoing shareholding transformation as prescribed in point d clause 1 Article 3 of this Circular:

a) In cases where enterprises undergoing shareholding transformation are associated with registration, depositing, and registration for trading as prescribed in Decree No. 126/2017/ND-CP, they shall implement according to the procedures stipulated in clause 8 Article 7 of Circular No. 40/2018/TT-BTC dated May 4, 2018, issued by the Minister of Finance guiding the initial public offering and management and use of funds from the shareholding transformation of state-owned enterprises and limited liability companies with 100% state capital converted into joint-stock companies, and related legal documents;

b) In cases where enterprises undergoing shareholding transformation have completed the transition to joint-stock companies as prescribed by laws on shareholding transformation but have not yet registered for trading or do not fall under the category prescribed in point a of this clause, they shall implement the procedures and documents for registration, depositing, and registration for trading (ii) Method for calculating provisions: as prescribed in clause 2 of this Article;

c) After being granted the Enterprise Registration Certificate and operating under the form of a joint-stock company, the enterprise undergoing shareholding transformation shall re-register information with the Vietnam Securities Depository according to the Rules on Issuing Security Codes and Registering Deposits for Auctioned Shares of Enterprises Undergoing Shareholding Transformation, and simultaneously submit the Summary Information about the Company in Form No. 08 attached to Decree No. 58/2012/ND-CP and submit the application for changes in trading registration as prescribed in Article 5 of this Circular (if applicable) to the Hanoi Stock Exchange; Provide summary information about the company according to Model No. 08 of the Appendix issued together with Decree No. 58/2012/NĐ-CP and submit the change registration transaction dossier in accordance with Article 5 of this Circular (if applicable) to the Hanoi Stock Exchange;

d) After listing for trading on the Upcom trading system, the enterprise undergoing shareholding transformation shall disclose information as required of public companies;

đ) The Hanoi Stock Exchange shall guide the mechanism and method of trading for enterprises undergoing shareholding transformation to register for trading in the Rules on Organizing and Managing Securities Trading of Organizations Registering for Trading at the Hanoi Stock Exchange after approval by the State Securities Commission.

Article 5. Modification of Trading Registration

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1. The organization conducting trading registration shall modify the trading registration when there is a change in the quantity of securities listed for trading on the Hanoi Stock Exchange.

2. Documents and procedures for modifying trading registration

a) Documents for modifying trading registration include:

- A request for modification of trading registration according to the form prescribed in Appendix 02 issued together with this Circular;

- A copy of the Securities Registration Certificate that has been adjusted, issued by the Vietnam Securities Depository (except in cases where the modification of trading registration is due to a reduction in capital);

- Relevant documents related to the modification of the quantity of securities registered for trading.

b) The organization conducting trading registration shall submit the documents for modifying trading registration to the Hanoi Stock Exchange in accordance with point a of this clause.

c) Within five (05) working days from the date of receiving complete and valid documents, the Hanoi Stock Exchange shall issue a Decision approving the modification of trading registration and simultaneously publish information to the market. In case of rejection, the Hanoi Stock Exchange shall respond in writing to the organization conducting trading registration and specify the reasons.

d) In the case of an increase in the quantity of securities registered for trading, within five (05) working days from the datethe Hanoi Stock Exchange issues a Decision approving the modification of trading registration , the organization conducting trading registration must register the trading date for the new quantity of securities (the trading date must be at least six (06) working days after the date the Hanoi Stock Exchange receives the written request from the organization conducting trading registration but not more than thirty (30) days from the date of issuance of theDecision approving the modification of trading registration

) and complete all procedures to list the new securities for trading.

Article 6. Cancellation of Trading Registration

1. Securities will be canceled from trading registration in the following cases:

a) The organization conducting trading registration no longer meets the conditions of being a public company as announced by the State Securities Commission;

b) The organization conducting trading registration ceases to exist due to merger, consolidation, division, dissolution, or bankruptcy;

c) The organization conducting trading registration has its business registration certificate or license revoked in the specialized field;

đ)[13] d) The organization conducting trading registration is approved for listing on the stock exchange. Joint-stock companies undergoing privatization in accordance with laws on privatization shall register for trading on the Upcom trading system and obtain a Business Registration Certificate

will have their trading registration canceled one (01) year from the date they no longer meet the capital or shareholder conditions stipulated in point c, Clause 1, Article 25 of the Securities Law or both conditions..

e)[14] The date a joint-stock company undergoing privatization does not meet the capital condition is the date the company registers to operate as a joint-stock company and has a charter capital recorded on the Business Registration Certificate under 10 billion VND or the date the company's contributed charter capital is less than 10 billion VND based on the most recent audited financial report. The date a joint-stock company undergoing privatization does not meet the shareholder condition is the date the company has fewer than 100 shareholders confirmed by the Vietnam Securities Depository. Joint-stock companies undergoing privatization that register for trading on the Upcom trading system and obtain a Business Registration Certificate before this Circular takes effect, if they do not meet the conditions regarding capital or shareholders stipulated in point d, Clause 1 of this Circular

will have their trading registration canceled within one (01) year from the date this Circular takes effect. of2. The Hanoi Stock Exchange shall issue a Decision canceling trading registration and publish information to the market. C1. This Circular takes effect from January 1, 2016

Article 7. Implementation Provisions

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replacing Circular No. 01/2015/TT-BTC dated January 5, 2015, issued by the Minister of Finance guiding the registration of trading of unlisted public companies' securities. 2. Within one (01) year from the date this Circular takes effect, companies that were public companies and public companies that had their listings canceled prior to the effective date of this Circular must complete the procedures for registering trading on the Upcom trading system.

3. Based on the provisions of this Circular, the Hanoi Stock Exchange shall promulgate operational regulations after approval by the State Securities Commission.

Stock exchanges, the Vietnam Securities Depository, and relevant agencies, organizations, and individuals are responsible for implementing this Circular./.

4. MODEL APPLICATION FOR TRADING REGISTRATION

CERTIFIED CONSOLIDATED DOCUMENT DEPUTY MINISTER DEPUTY MINISTER Huynh Quang Hai

APPENDIX 01

(Issued together with Circular No. 180/2015/TT-BTC dated November 13, 2015, of the Ministry of Finance guiding

the registration of trading of unlisted securities on the trading system)SOCIALIST REPUBLIC OF VIETNAM APPLICATION FOR TRADING REGISTRATION

Securities:... (name of securities)A Respectfully submitted to: Hanoi Stock Exchange
Independence - Freedom - Happiness
----------------

I. Introduction about the public company requesting trading registration:

1. Full name of the organization requesting trading registration:

2. English name (if any):

3. Abbreviated name (if any):

4. Registered charter capital:.............................................

5. Contributed charter capital:...................................................................................

6. Main office address:.........................................................................................

7. Telephone number:.........................................................................................

8. Bank account opening place:........................................................................................

Account number:..........................................................................................

9. Legal basis for business operations:................................................... 2. Intellectual Property Rights Owner:..............................................

Business Registration Certificate number:.................................. issued on.............................

or License for establishment and operation number:

- - Main business activities:.......................... HAPPY................... Industry code:............................ Products/services:.......... HAPPY................ Industry code:.............

II. Securities for trading registration:................................ 1. Name of securities:...........................

- The Office of Legal Document Supervision (Ministry of Justice);n l2. Type of securities:...................................................................................

3. Securities code:

4. Par value of securities:.............................................................................................

5. Quantity of securities for trading registration:............................................................................................

6. Anticipated trading period:.................................................................................................

7. Ratio of the number of shares registered for trading to the total number of shares issued:.............................................................................. VND

III. Attached documents:.................................. (ii) Method for calculating provisions:

1. Copy of the Securities Registration Certificate issued by the Vietnam Securities Depository.

2. Summary information (according to Form 08 of the Appendix issued together with Decree No. 58/2012/NĐ-CP of the Government detailing and guiding the implementation of certain articles of the Securities Law and the Law Amending and Supplementing Certain Articles of the Securities Law).

3. Other documents (if any).

TRADING REGISTRATION ORGANIZATION

MODEL APPLICATION FOR MODIFICATION OF TRADING REGISTRATION

3. Other documents (if any).

..., date..., month..., year... LEGAL REPRESENTATIVE OF REGISTRATION OF TRADING (Sign, write full name and stamp)

APPENDIX 02

APPLICATION FOR CHANGE OF TRADING REGISTRATION

(ISSUED TOGETHER WITH Circular No. 180/2015/TT-BTC dated November 13, 2015, of the Ministry of Finance guiding securities trading registration on the trading system for unlisted securities)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

APPLICATION FOR CHANGE IN TRADING REGISTRATION

Securities:…(name of security)

2. English name (if any):

I. INTRODUCTION OF THE TRADING REGISTRATION ORGANIZATION

1. Name of the trading registration organization (full name):..........................................................

2. Trading name:…

3. Current charter capital:…

4. Main office address:…

5. Telephone:…Fax:…

6. Account opening place:…Account number:…

7. Legal basis for business activities

- Business Registration Certificate No...dated...month...year...(amended the...time on...)

- Main business sector:…Code:…

- Main products/services:…

II. SECURITIES SUBJECT TO CHANGED TRADING REGISTRATION:

1. Name of security:…

2. Type of security:…

3. Security code:…

4. Par value of security:…VND

5. Quantity of securities subject to changed trading registration:…

6. Quantity of securities registered for trading after the change in trading registration: …securities.

7. Reason for changing trading registration:…

8. Expected time for trading registration:…

III. RELATED PARTIES (if any):

1. Consulting organization:…

- Main office address:...

- Telephone:…Fax:…

- Website:…

2. Auditing company:…

- Main office address:...

- Telephone:…Fax:…

- Website:…

3. Other related parties:

- Main office address:...

- Telephone:…Fax:…

- Website:…

IV. COMMITMENTS OF THE TRADING REGISTRATION ORGANIZATION:

We hereby ensure that the data in this file are complete and true, not false or incomplete information that may cause damage to security buyers. We commit to thoroughly study and strictly comply with all securities and securities market laws and regulations and accept all forms of handling if we violate the above commitments.

V. ATTACHED DOCUMENTS:

1. A certified copy of the Securities Registration Certificate issued by the Vietnam Securities Depository Center;

2. Decision on the separation, merger of the trading registration organization (in case of separation or merger acceptance);

3. A certified copy of the Business Registration Certificate of the merging trading registration organization (in case of merger acceptance), the separated trading registration organization (in case of separation);

4. Other relevant documents concerning the change in the quantity of securities registered for trading (if any).

..., date..., month..., year... LEGAL REPRESENTATIVE OF THE TRADING REGISTRATION ORGANIZATION (Sign, write full name and stamp)