Circular No. 162/2015/TT-BTC guiding public offerings of securities, share issues for exchange, additional share issuance, share repurchase, sale of treasury shares, and public tender offers for shares.

CIRCULAR

Guidelines for public offering of securities, issuance of shares for exchange, additional issuance of shares, share repurchase, sale of treasury shares, and tender offer to purchase shares
for exchanging, issuing additional shares, repurchasing shares, and selling treasury shares
and making a public tender offer for shares

___________________

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 the Investment Law on November 26, 2014;

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;

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;

Part I. 

The Minister of Finance issues this Circular guiding the public offering of securities, issuance of shares for exchange, additional issuance of shares, share repurchase, sale of treasury shares, and tender offer to purchase shares.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular provides detailed guidance on the following activities:

1. Public offering of shares and bonds;

2. Issuance of shares for exchange of equity or capital contribution of organizations and individuals in other enterprises;

3. Additional issuance of shares of public companies including: issuance of shares to pay dividends, issuance of shares to increase share capital from own capital, issuance of shares under an employee stock option plan;

4. Repurchasing shares to become treasury shares and selling treasury shares of public companies;

5. Tender offer to purchase shares of public companies;

6. Issuing securities as the basis for public offering of depositary receipts abroad and supporting the issuance of depositary receipts abroad based on shares issued in Vietnam.

Article 2. Applicability

The objects subject to this Circular include:

1. Organizations conducting public offering of shares and bonds, issuance of shares for exchange;

2. Public companies;

3. Relevant agencies, organizations, and individuals.

Article 3. Responsibilities of organizations and individuals

1. Organizations and individuals participating in the process of preparing registration documents or reports on the activities mentioned in Article 1 of this Circular must bear legal responsibility for the accuracy, truthfulness, and completeness of the registration documents or report.

2. In cases where the issuer or organization involved in the preparation of registration documents or reports on the activities mentioned in Article 1 of this Circular has multiple legal representatives, such organization must designate one (01) legal representative responsible for the registration documents, reports, amended and supplemented documents, and result reports. In case of change in legal representative, the organization must appoint another legal representative to replace the previous one.

Information in the registration documents or reports on the activities mentioned in Article 1 of this Circular must be clear, accurate, truthful, verifiable, not misleading, and contain all information that may affect investors' decisions.

Organizations and individuals may only carry out the activities mentioned in Article 1 of this Circular when they meet the conditions stipulated by law. In cases where the issuer registers a public offering of securities including additional issuance of shares as mentioned in Clause 3, Article 1 of this Circular and/or private placement of shares, in addition to meeting the conditions for public offering of securities, they must also meet the conditions for additional issuance of shares and/or the conditions for private placement of shares.

Organizations with shares being offered have the responsibility to provide relevant information in cases where major shareholders prepare registration documents for a public offering of shares owned by major shareholders.

Chapter II

PUBLIC OFFERING OF SECURITIES

Section 1

注册条件和公开发行证券的文件

第4条 公开发行股份的条件

1. 发行股份公开募股必须符合政府于2012年7月20日颁布的第58/2012/NĐ-CP号法令（关于详细规定并指导实施《证券法》和《修改补充证券法若干条款》的法令，以下简称第58/2012/NĐ-CP号法令）第11条规定的条件。

2. 新成立的企业在基础设施领域发行股份公开募股必须符合第58/2012/NĐ-CP号法令第12条规定的条件。

3. 在高科技领域发行股份公开募股以新设企业必须符合第58/2012/NĐ-CP号法令第13条规定的条件。

4. 发行股份公开募股以设立股份制商业银行必须符合第58/2012/NĐ-CP号法令第14条规定的条件。

5. 通过合并或重组形成的新设股份公司发行股份公开募股必须符合第58/2012/NĐ-CP号法令第18条及政府于2015年6月26日颁布的第60/2015/NĐ-CP号法令（对第58/2012/NĐ-CP号法令若干条款进行修正补充的法令，以下简称第60/2015/NĐ-CP号法令）第1条第8款规定的条件。

6. 根据外国法律成立并在国外运营的企业在越南发行股份公开募股必须符合第58/2012/NĐ-CP号法令第19条规定的条件。

7. 大股东发行股份公开募股必须符合第58/2012/NĐ-CP号法令第21条规定的条件。

8. 分阶段发行股份公开募股必须符合第58/2012/NĐ-CP号法令第17条规定的条件。

9. 国有企业转为股份公司同时发行股份公开募股必须符合第58/2012/NĐ-CP号法令第22条规定的条件。

10. 政府于2012年7月20日颁布的第58/2012/NĐ-CP号法令第9条第3款规定的转让限制，已被政府于2015年6月26日颁布的第60/2015/NĐ-CP号法令第1条第7款修正补充，不适用于由承销商保证发行的股份和因向现有股东分配而产生的零碎股份。

第5条 登记公开发行股份的文件

Registration documents for public offering of shares include:

1. 按照本通令附件1格式填写的公开发行股份登记表；

2. 按照本通令附件2格式编制的信息披露文件，包括以下内容：

a) 发行人的简要信息，包括：组织结构、业务活动、资产、财务状况、董事会或股东大会或公司所有者、总经理或总裁、副总经理或副总裁以及股东结构（如有）；

b) 股份发行期的信息，包括：发行条件、风险因素、预计发行后最近一年的盈利和分红计划、发行方案和募集资金使用计划。如发行股份是为了增加资本，则发行方案需明确说明由于发行股份导致的每股收益稀释程度。

如发行人在可转换债券到期前或之前发行的认股权证转换日期前登记公开发行股份，信息披露文件必须明确说明对购买可转换债券或认股权证投资者权益的影响，并附上保障投资者权益的方案（如有）；

c) 企业的经营情况和公司的财务指标；

d) 信息披露文件必须有发行人董事长、总经理或总裁、财务总监或首席会计师的签名，以及负责登记公开发行股份的咨询机构和承销商或主要承销商（如有）的法定代表人的签名。如代签，须提供法律规定的相关授权书；

3. 符合法律规定内容的公司章程；

4. 股东大会批准发行方案、募集资金使用计划和承诺在发行结束后一年内将股份上市交易（对于未上市或挂牌交易的股份）的决议，其中：

a) 发行方案需明确列出拟发行的股份类型、每种类型的数量、股份特性（如果发行的股份不是普通股），发行价格确定原则及其与账面价值和市场价格（如有）的比较，评估发行后预期的股份稀释程度；

发行价格必须按照《企业法》第125条的规定确定。如果股东大会批准了给予非现有股东优惠价格的发行方案，发行方案需明确列出获得优惠价格的标准；

b) 如果发行目的是为了实施项目，在提交股东大会批准的资金使用计划中，发行人需明确列出成功的发行比例或发行最低金额，并制定发行未成功或未达到最低金额时的处理方案；

5. 发行人最近两年的财务报表必须满足以下要求：

a) The financial report must include the balance sheet, income statement, cash flow statement, and notes to the financial statements ensuring compliance with current accounting and auditing laws.

b) In the case where the issuer is a parent company, the issuer must submit consolidated financial reports in accordance with the law on accounting, along with the financial report of the parent company. The consolidated financial report serves as the basis for examining the conditions for issuing securities.

c) The annual financial report must be audited by an auditing organization approved to audit public interest entities in the securities sector. The audit opinion on the financial reports must be an unqualified opinion. If the audit opinion is a qualified opinion, the qualification must not affect the issuance conditions and must not be a material qualification. For consolidated financial reports, if the audit opinion is a qualified opinion, the qualification, in addition to meeting the above requirements, must not be due to the failure to consolidate the financial reports of subsidiaries. The issuer must provide reasonable explanatory documentation and have confirmation from the auditing organization regarding the impact of the qualification.

d) The financial report of the year immediately preceding the registration year must show a profit.

đ) In the case where the application is submitted before March 1st each year for issuers with a fiscal year ending on December 31, or before the first day of the third month following the end of the fiscal year for issuers with a fiscal year not ending on December 31, the annual financial report in the initial application may be unaudited, but must include the audited financial report of the two most recent years.

e) In the case where the date of the latest accounting period of the financial report is more than ninety (90) days prior to the date of submission of the complete and valid securities issuance registration application to the Securities Commission, the issuer must submit a supplementary financial report up to the most recent month or quarter according to the law on accounting. In the event of significant changes after the end of the latest fiscal year, the issuer must submit a supplementary financial report up to the most recent month or quarter.

g) In the case where the issuer is a securities company, the issuer's financial report must comply with the provisions at points b, c, d, đ, e of this clause and follow the accounting regulations applicable to securities companies.

6. Guarantee commitment for issuance (if any) according to Appendix No. 03 issued together with this Circular. In the case of a combined guarantee issuance, the guarantee commitment of the main guarantor organization must be accompanied by a contract between the guarantor organizations. Documents related to the guarantee commitment can be submitted later than other documents, but no later than the date when the Securities Commission issues the certificate of registration for the securities issuance.

7. Decision of the Board of Directors approving the securities issuance registration dossier. For the public offering of shares by issuers in conditional business sectors that require approval from competent state management agencies under specialized laws for issuance, the dossier must include the approval document from the competent state management agency.

8. In the case where part or all of the securities issuance registration dossier is confirmed by related organizations or individuals, the issuer must send the confirmation document from those organizations or individuals to the Securities Commission.

9. In the case of using capital for investment, business operations, real estate project development, the dossier must include legal documents on land use rights (recognition of land use rights or decision on land allocation or lease decision by the competent state authority), investment certificate, information related to compensation and land clearance, decision approving the capital usage plan from the proceeds of the issuance, and detailed plans for capital usage. In the case of using capital for mineral exploitation project investment or infrastructure construction, the dossier must include the approval decision of the competent state authority for the project.

10. Report on the use of proceeds from the most recent issuance, confirmed by an auditing organization approved to audit public interest entities in the securities sector.

11. Confirmation document from the bank regarding the opening of a frozen account to receive money from share purchases during the issuance. The frozen account must not overlap with the issuer's settlement account. In the case where the issuer is a commercial bank, another commercial bank must be chosen to open the frozen account.

12. Documentation citing the address and information published on the National Enterprise Registration Portal, the National Portal for Foreign Investment Information, or the website of the competent state authority, or other documents as guided by the Securities Commission to verify the business field and foreign ownership ratio (if any) applicable to the investment and business activities of the company according to investment laws, relevant laws, and international treaties.

13. Consulting contract for the securities issuance registration dossier with a securities company, except in cases where the issuer is a securities company or the issuance has a guarantee commitment.

Article 6. Documents for registering the public offering of shares by a newly established enterprise in the infrastructure sector

The registration documents for the public offering of shares by newly established enterprises in the infrastructure sector include:

1. The public offering of share registration form according to Form 04 attached hereto;

2. Documents proving that the enterprise is the main investor in infrastructure construction projects included in development plans at the ministry or provincial level;

3. A draft Company Charter containing provisions not contrary to the law;

4. Approval documents for the offering plan from the competent authority for newly established enterprises with state capital;

5. A firm commitment to underwrite the issuance in the form of a guaranteed commitment with a securities company permitted to conduct securities issuance underwriting according to Form 03 attached hereto. In case there is a joint underwriting group, the principal underwriter's underwriting commitment must be accompanied by a contract between the underwriters;

6. The prospectus as prescribed in Clause 2, Article 5 of this Circular. The signatures of the General Director or Deputy General Director, Financial Director or Chief Accountant of the issuer in the prospectus may be replaced by the signatures of the founding shareholders of the issuer;

7. An investment project approved by the competent authority;

8. A joint and several liability undertaking from the Board of Directors or founding shareholders regarding the issuance plan and the use of proceeds from the public offering of shares;

9. A detailed public offering plan, specifying the successful offering ratio or the minimum amount to be raised in the offering and the handling plan in case the offering does not meet the successful offering ratio or does not raise the minimum amount as planned;

10. A document designating a bank to supervise the use of proceeds from the offering;

11. A commitment from the Board of Directors or founding shareholders to list the shares on a stock exchange within one year from the date the enterprise officially commences operations;

12. A confirmation document from the bank regarding the opening of a frozen account to receive funds from the purchase of shares in the offering. The frozen account must not overlap with the issuer's settlement account;

13. Documents citing the address and information published on the National Enterprise Registration Portal, the National Foreign Investment Information Portal, or the website of the competent state agency, or other documents as guided by the State Securities Commission to verify the business field and foreign ownership ratio (if applicable) applied to the business activities of the company according to investment laws, related laws, and international treaties;

14. In cases where part or all of the documents for registering the public offering of shares are confirmed by relevant organizations or individuals, the issuer must submit a confirmation letter from those organizations or individuals to the State Securities Commission;

Article 7. Documents for registering the public offering of shares to establish a new enterprise in the high-tech sector

The documents for registering the public offering of shares to establish a new enterprise in the high-tech sector include:

1. Documents proving that the enterprise belongs to a high-tech sector encouraged for investment under the provisions of the law;

2. The documents as prescribed in Clauses 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14 of Article 6 of this Circular;

Article 8. Documents for registering the initial public offering of shares to establish a new joint-stock credit organization

The documents for registering the initial public offering of shares to establish a new joint-stock credit organization include:

1. The documents as prescribed in Clauses 1, 8, 9, 10, 12, 13, and 14 of Article 6 of this Circular;

2. A document from the State Bank of Vietnam approving the issuance of a license and establishment of the joint-stock credit organization;

3. A draft Charter of the credit organization containing contents not contrary to the provisions of the law;

4. The prospectus as prescribed in Clause 2, Article 5 of this Circular. The signatures of the Chairman of the Board of Directors, General Director or Deputy General Director, Financial Director or Chief Accountant of the issuer in the prospectus may be replaced by the signature of the Head of the Preparatory Board for the establishment of the joint-stock credit organization;

5. Business operation plan for the first three years starting from the expected establishment year;

6. List and curriculum vitae of founding shareholders according to current regulations;

7. Financial situation and related information about major corporate shareholders expected according to Form 05 attached hereto;

8. Commitment from founding shareholders to list the shares on a stock exchange within one year from the date of commencement of operations.

Article 9. Documents for registering public offering of shares in Vietnam by foreign-established enterprises Male operating under foreign laws

The documents for registering the public offering of shares in Vietnam by a foreign-established enterprise operating under foreign law include:

1. The documents prescribed in Clauses 1, 2, 3, 4, 7, 8, 9, and 11 of Article 5 of this Circular;

2. Financial statements of the issuer must be prepared in accordance with international accounting standards and must be audited by an auditing organization approved by the competent authority of the home country;

3. Investment project documents in Vietnam approved by the competent authority;

4. Commitment of the issuer to implement the investment project in Vietnam and commitment not to transfer raised capital abroad or withdraw corresponding self-owned capital during the term of the approved project;

5. A commitment from the issuer to fully comply with the regulations on foreign exchange management concerning the issuance of shares in Vietnam and the provisions of Vietnamese law;

6. An irrevocable underwriting commitment in the form prescribed in Appendix No. 03 issued together with this Circular with a securities company established and operating in Vietnam. In case there is a syndicate of underwriters, the principal underwriter's underwriting commitment must be accompanied by a contract among the underwriters;

7. A document designating a bank to supervise the use of funds obtained from the offering.

Article 10. Documents for registering public offering of shares by joint-stock companies formed through mergers and acquisitions

1. Documents for registering public offering of shares by joint-stock companies formed through mergers and acquisitions that have been operational for two fiscal years or more shall include the documents prescribed in Article 5 of this Circular.

2. Documents for registering public offering of shares by joint-stock companies formed through mergers and acquisitions that have not been operational for two fiscal years shall include the documents prescribed in Article 5 of this Circular, wherein the financial statement of the issuer for the year immediately preceding the most recent year of registration as prescribed in Clause 5 of Article 5 of this Circular shall be replaced by the financial statement of the same year of the companies being merged (in the case of merger) or being acquired and acquiring (in the case of acquisition).

3. Documents for registering public offering of shares by joint-stock companies formed through mergers and acquisitions that fall within the exemption provided for in point b, Clause 2, Article 18 of Decree No. 58/2012/ND-CP amended by Clause 8, Article 1 of Decree No. 60/2015/ND-CP shall include:

a) The documents prescribed in Clauses 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, and 13 of Article 5 of this Circular;

b) Financial statements of the companies being merged (in the case of merger) or being acquired and acquiring (in the case of acquisition) for the two (02) most recent years before the year of registration as prescribed in Clause 5 of Article 5 of this Circular;

c) Decision of the Shareholders' Meeting of the companies being merged (in the case of merger) or being acquired and acquiring (in the case of acquisition) or Decision of the Shareholders' Meeting of the company formed after the merger or acquisition as prescribed in Clause 4 of Article 5 of this Circular;

d) Decision approving the Restructuring Plan by the Prime Minister (in the case where the issuer is an entity formed after the merger or acquisition pursuant to the Prime Minister's Restructuring Plan).

Article 11. Documents for registering public offering of shares by major shareholders

1. Documents for registering public offering of shares by major shareholders prepared by the major shareholder to implement the public offering without going through the stock exchange trading system or agreement of the Stock Exchange shall include:

a) Public offering registration form of the major shareholder prepared according to the model at Appendix No. 06 issued together with this Circular;

b) Decision of the Shareholders' Meeting or Board of Directors (for major shareholders who are joint-stock companies); Management Board or owner (for major shareholders who are limited liability companies) approving the sale of shares and the offering plan;

c) Prospectus for the public offering of shares by the major shareholder prepared according to the model at Appendix No. 07 issued together with this Circular;

d) Documents proving that the large shareholder is the legitimate owner of the shares registered for public offering and that these shares are permitted to be transferred in accordance with the provisions of the law;

d) Financial statements of the organization whose shares are offered for the two (02) most recent years as prescribed in Clause 5 of Article 5 of this Circular;

e) Contract for consulting on the registration of public offering of shares with a securities company, except when the issuer is a securities company;

g) Bank confirmation letter regarding the opening of a frozen account to receive money from the purchase of shares in the offering. The frozen account must not overlap with the major shareholder's settlement account. If the major shareholder is a commercial bank, it must choose another commercial bank to open a frozen account.

2. Major shareholders of listed companies or those registered for trading on the Stock Exchange selling their own equity through the Stock Exchange trading system shall comply with the legal provisions on information disclosure for transactions by major shareholders.

3. Major shareholders who are state asset representatives, State Groups, State Corporations, or state-owned enterprises selling state-held equity to the public shall comply with the legal provisions on the management and use of state capital investment in enterprises and the legal provisions on shareholding reform.

Article 12. Conditions for Public Offering of Bonds

1. The public offering of bonds must comply with the conditions stipulated in Article 11 of Decree No. 58/2012/NĐ-CP.

2. The public offering of convertible bonds and bonds accompanied by warrant rights must comply with the conditions stipulated in Article 15 of Decree No. 58/2012/NĐ-CP.

3. The public offering of guaranteed bonds must comply with the conditions stipulated in Article 16 of Decree No. 58/2012/NĐ-CP.

4. The public offering of bonds in multiple tranches must comply with the conditions stipulated in Article 17 of Decree No. 58/2012/NĐ-CP.

5. The public offering of bonds by joint-stock companies formed through mergers and acquisitions must comply with the conditions stipulated in Article 18 of Decree No. 58/2012/NĐ-CP and Clause 8 of Article 1 of Decree No. 60/2015/NĐ-CP.

6. The public offering of bonds in Vietnam by enterprises established and operating under foreign laws must comply with the conditions stipulated in Article 19 of Decree No. 58/2012/NĐ-CP.

7. The public offering of bonds denominated in Vietnamese Dong by international financial organizations must comply with the conditions stipulated in Article 20 of Decree No. 58/2012/NĐ-CP.

Article 13. Documents for Registration of Public Offering of Bonds

The documents for registering a public offering of bonds include:

1. A registration form for the public offering of bonds prepared according to Model 08 attached to this Circular;

2. An offering prospectus for the public offering of bonds prepared according to Model 09 attached to this Circular and must include the contents specified in Clause 2 of Article 5 of this Circular, wherein the signature of the Chairman of the Board of Directors as stipulated in Point d Clause 2 of Article 5 shall be replaced by the signature of the Chairman of the Board of Members or the Chairman of the Company in cases where the issuer is a limited liability company;

3. The company's charter containing provisions not contrary to the provisions of the law;

4. Decision of the Board of Directors, Board of Members, or Shareholder of the company approving the issuance plan, usage plan, and repayment plan of the capital obtained from the public offering of bonds;

In cases where the issuer is a state-owned enterprise, the issuance plan, usage plan, and repayment plan of the capital obtained from the public offering of bonds must be approved by the Shareholder or the Board of Directors/Board of Members, Chairman of the Company, or General Director/Director as stipulated in the Company's Charter;

5. Financial reports as prescribed in Clause 5 of Article 5 of this Circular;

6. Guarantee commitment for bond issuance (if any) prepared according to Model 10 attached to this Circular. In cases of a consortium guarantee, the main guarantor's guarantee commitment must be accompanied by a contract between the guarantors. Documents regarding the guarantee commitment may be submitted later than other documents but no later than the date when the State Securities Commission issues the registration certificate for the public offering;

7. Decision of the Board of Directors, Board of Members, or Shareholder of the company approving the public offering documents. For public offerings of bonds by issuers in industries subject to conditional business operations as required by specialized laws to obtain approval from competent state management agencies for issuance, the documents must include an approval document from the competent state management agency;

8. In cases where part or all of the public offering registration documents are confirmed by related organizations or individuals, the issuer must submit a confirmation letter from those organizations or individuals to the State Securities Commission;

9. In the case of using capital for investment, business operations, real estate project development, the dossier must include legal documents on land use rights (recognition of land use rights or decision on land allocation or lease decision by the competent state authority), investment certificate, information related to compensation and land clearance, decision approving the capital usage plan from the proceeds of the issuance, and detailed plans for capital usage. In the case of using capital for mineral exploitation project investment or infrastructure construction, the dossier must include the approval decision of the competent state authority for the project.

10. Report on the use of capital obtained from the most recent public offering, certified by an auditing organization approved to audit public interest entities in the securities sector;

11. Confirmation letter from the bank regarding the opening of a frozen account to receive funds from the purchase of bonds in the offering. The frozen account must not overlap with the issuer's settlement account. In cases where the issuer is a commercial bank, another commercial bank must be chosen to open the frozen account;

12. Commitment to fulfill the issuer's obligations to investors regarding issuance conditions, payment, protection of investors' legitimate rights and interests, and other conditions;

13. Consulting contract for the registration of public offering of bonds with a securities company, except in cases where the issuer is a securities company or the offering has a guarantee commitment.

Article 14. Documents for registering public offering of corporate bonds with guarantees

The documents for registering public offering of corporate bonds with guarantees include:

1. The documents prescribed in Article 13 of this Circular;

2. Approval document for payment guarantee, in case of guarantee by payment guarantee, accompanied by the most recent annual financial report of the guarantor organization audited by an auditing organization approved to audit public interest entities in the securities sector;

3. Contract between the bond issuer and the guarantor organization regarding the guaranteed obligation, in case of guarantee by third-party assets, accompanied by a detailed list of collateral assets, valid documents proving ownership of the bond issuer or the guarantor organization, and insurance contracts (if any) for these assets; Minutes determining the value of collateral assets within the validity period (not exceeding twelve months from the valuation date) issued by a competent appraisal agency; Certificate of registration of collateral assets with the competent authority (if any);

4. Contract between the bond issuer and the representative of bondholders.

Article 15. Documents for registering public offering of convertible bonds and bonds accompanied by warrant options of joint-stock companies

The documents for registering public offering of convertible bonds and bonds attached with warrant certificates of joint-stock companies include:

1. The documents prescribed in Clauses 1, 2, 3, 5, 6, 8, 9, 10, 11, 13 of Article 13 of this Circular;

2. Decision of the Board of Directors approving the documents for registering public offering of bonds. For public offerings of bonds by issuers in conditional business sectors where specialized laws require approval from competent state management agencies for issuance, the documents must include an approval document from the competent state management agency;

3. Decision of the Shareholders' Meeting approving the issuance plan and the use of funds raised from the public offering;

4. Commitment to fulfill obligations of the issuer towards investors as prescribed in Clause 12 of Article 13 of this Circular, while also including the following main contents:

a) Conditions and time frame for conversion;

b) Conversion ratio and method of calculating the conversion price;

c) Other terms (if any);

5. Plan for issuing shares during the maturity period of convertible bonds and bonds accompanied by warrant options or warrant options accompanied by preferred shares (if any) and compensation plan for holders of convertible bonds;

6. Documentation citing the address and information published on the National Enterprise Registration Portal, the National Foreign Investment Portal, or the website of the competent state authority, or other documents according to the guidance of the State Securities Commission to verify the business field and industry of the company and the foreign ownership ratio (if any) applicable to the investment and business activities of the company as stipulated by investment laws, related laws, and international treaties;

Article 16. Documents for registering public offering of bonds by joint-stock companies formed through mergers and acquisitions

1. Documents for registering public offering of bonds by joint-stock companies formed through mergers and acquisitions that have been operating for two (02) fiscal years or more, including the documents prescribed in Article 13 of this Circular;

2. Documents for registering public offering of bonds by joint-stock companies formed through mergers and acquisitions that have not been operating for two (02) fiscal years, including the documents prescribed in Article 13 of this Circular, wherein the issuer's financial report for the year immediately preceding the nearest year to the offering year as prescribed in Clause 5 of Article 5 of this Circular shall be replaced by the financial reports of the merged companies (in the case of merger) and the acquired and acquiring companies (in the case of acquisition) for the same year;

3. Documents for registering public offering of bonds by joint-stock companies formed through mergers and acquisitions falling under the exemption specified in Point b, Clause 2, Article 18 of Decree No. 58/2012/ND-CP amended by Clause 8, Article 1 of Decree No. 60/2015/ND-CP, including:

a) The documents prescribed in Article 13 of this Circular, wherein the issuer's financial reports for the two most recent years prior to the offering year as prescribed in Clause 5 of Article 5 of this Circular shall be replaced by the financial reports of the merged companies (in the case of merger) and the acquired and acquiring companies (in the case of acquisition) for the two most recent years prior to the offering year;

b) Decision approving the Restructuring Program by the Prime Minister (in the case where the issuer is an entity formed through merger and acquisition pursuant to the Prime Minister's Restructuring Program).

Article 17. Documents for registering public bond issuance in Vietnam Male operating under foreign laws

The documents for registering public bond issuance in Vietnam of enterprises established and operating under foreign laws include:

1. The documents prescribed in Clauses 1, 2, 3, 6, 7, 8, 9, 10, 11, and 12 of Article 13 of this Circular;

2. Investment project documents in Vietnam approved by competent authorities;

3. Decisions of the Board of Directors, the Members' Council, or the Company's Owner approving the issuance plan, usage plan, and repayment plan of the proceeds from the public bond issuance;

4. Financial statements of the issuer must be prepared according to international accounting standards and audited by an auditing organization recognized by the competent state authority in the home country;

5. The issuer's commitment to implement the project in Vietnam and a commitment not to transfer raised funds abroad, nor withdraw corresponding own capital during the permitted project period;

6. The issuer's commitment to fully comply with foreign exchange management regulations for bond issuance in Vietnam and other provisions of Vietnamese law;

7. A firm commitment to issue bonds in the form of a surety with a securities company established and operating in Vietnam, following the model set out in Appendix 10 issued together with this Circular. In case there is a syndicate of issuers, the main issuer’s commitment to issue bonds must be accompanied by a contract between the issuing syndicate organizations;

8. A document designating a bank to supervise the use of proceeds from the issuance.

Article 18. Documents for registering public share and bond issuance for multiple tranches

In addition to the required documents, the documents for registering public offering of stocks and bonds in multiple tranches must clearly specify the following contents in the prospectus:

a) Project or plan for using capital in multiple tranches;

b) An issuance plan specifying the target, quantity, and expected issuance time for each tranche. The expected issuance period for each tranche shall not exceed ninety (90) days.

2. Prior to each issuance, the issuer must supplement the documents on the company's situation and the use of funds from previous issuances confirmed by an auditing organization authorized to audit public interest entities in the securities sector if the subsequent issuance date is more than six (6) months from the completion date of the previous issuance. The interval between the subsequent issuance and the previous issuance shall not exceed twelve (12) months.

Section 2

ACCEPTANCE AND PROCESSING OF DOCUMENTS FOR PUBLIC SECURITIES ISSUANCE

Article 19. Acceptance of documents for registering public securities issuance

The documents for registering public securities issuance must be prepared in writing as one (01) original copy in Vietnamese and sent to the State Securities Commission. If the documents in the file are copies, they must be copies from the original book or certified. If the original documents in the file are in a foreign language, they must have a Vietnamese translation and be confirmed by a competent and legally operating translation agency or organization in Vietnam.

Article 20. Processing of documents for registering public securities issuance

1. Within seven (07) working days from the date of receipt of the documents, in cases where the documents need to be amended or supplemented, the State Securities Commission will send a letter to the issuer detailing the requirements for amendment or supplementation.

2. Within thirty (30) days from the date of receipt of complete and valid documents, the State Securities Commission will examine and issue a registration certificate for public securities issuance. In case of rejection, the State Securities Commission will send a reply letter detailing the reasons.

Article 21. Time limit for amending and supplementing documents

Within sixty (60) days from the date the State Securities Commission sends a notice requesting the issuer to amend or supplement the documents for registering public securities issuance, the issuer must complete the documents according to the requirements and submit them to the State Securities Commission. If the issuer fails to make the required amendments or supplements within the specified period, the State Securities Commission will suspend the examination of that issuance registration.

Article 22. Completion of Procedures for Issuing a Registration Certificate for Public Offering of Securities

Within three (03) working days from the date of receiving notification from the State Securities Commission, the issuer shall submit six (06) copies of the formal prospectus to the State Securities Commission to complete the procedures for issuing a registration certificate for public offering of securities.

Section 3

ANNOUNCEMENT OF INFORMATION AND REPORTING ON THE RESULTS OF THE PUBLIC OFFERING

TO THE PUBLIC

Article 23. Announcement of Information on Public Offering by the Issuer

Within seven (07) working days from the date the registration certificate for public offering of securities becomes effective, the issuer must publish the Issuance Notice on an electronic newspaper or a nationwide distributed printed newspaper in three consecutive issues according to the model at Appendix 11 and 12 issued together with this Circular. The Issuance Notice and the Formal Prospectus must also be posted on the issuer's electronic information website and the Stock Exchange where the issuer lists/trades securities (if applicable).

Article 24. Reporting and Announcing Information on the Results of the Public Offering

The issuer must report the results of the public offering of securities to the State Securities Commission and announce such information within ten (10) days from the completion of the public offering. The reporting and announcing materials on the results of the public offering include:

1. Report on the results of the public offering of securities according to the model at Appendix 13 and 14 issued together with this Circular;

2. Confirmation from the Bank where the issuer has a blocked account regarding the amount of funds received from the public offering (except for the case of issuing shares for exchange as provided in Chapter III of this Circular).

Article 25. Confirmation of the Results of the Public Offering

Within three (03) working days from the date of receiving all valid reporting materials on the results of the public offering of securities as stipulated in Article 24 of this Circular, the State Securities Commission shall have the responsibility to notify the issuer, the Stock Exchange (for issuers that are listed companies or organizations trading securities), and the Securities Depository Center in writing about the confirmation of the results of the public offering, and simultaneously announce information about the confirmation notice of the results of the public offering on the State Securities Commission’s electronic information website.

Article 26. Release of Funds Received from the Public Offering

After receiving the written confirmation notice of the results of the public offering from the State Securities Commission, the issuer may release the funds received from the public offering.

Chapter III

PUBLIC OFFERING OF SHARES FOR EXCHANGE

Article 27. Conditions for Public Offering of Shares for Exchange

1. The public offering of shares for exchange of part or all of the shares to an unspecified number of shareholders must comply with the provisions set out in point a, c Clause 1 Article 12 of the Securities Law, Clause 2 Article 23 of Decree No. 58/2012/NĐ-CP, and Clause 9 Article 1 of Decree No. 60/2015/NĐ-CP.

2. The public offering of shares for exchange of all shares currently circulating in another public company pursuant to a merger or consolidation agreement between the issuer and the public company must meet the conditions stipulated in Clause 3 Article 23 of Decree No. 58/2012/NĐ-CP.

3. In cases where the issuer issuing shares for exchange is a listed company or the shares after exchange are registered for listing, the issuer must comply with the provisions of this Circular and the securities laws concerning the listing of securities.

Article 28. Documents for Registration of Public Offering of Shares for Exchange

1. In the case where the issuer registers to offer shares for exchange with an unspecified number of investors, the documents for registration of public offering of shares for exchange shall include the following:

a) The registration form for public offering of shares for exchange according to Model 15 attached hereto;

b) The prospectus according to Model 16 attached hereto;

c) The charter of the issuer;

d) The decision of the Shareholders' Meeting of the issuer approving the issuance plan and exchange plan;

đ) The audited financial report of the most recent year of the issuer and the entity whose shares/equity contribution will be exchanged;

e) The decision of the Shareholders' Meeting/Board of Members of the entity whose shares/equity contribution will be exchanged approving the issuance plan and exchange plan;

g) Documentation citing the address and information published on the National Enterprise Registration Portal, the National Portal for Foreign Investment or the website of the competent state agency, or other documents as guided by the State Securities Commission to verify the business field and foreign ownership ratio (if applicable) applied to the investment and business activities of the company according to investment laws, related laws, and international treaties;

h) The decision of the Board of Directors approving the registration documents for public offering of shares for exchange. For the public offering of shares for exchange by the issuer in a business field subject to conditions as prescribed by specialized laws requiring approval from the competent state management agency for issuance, the documents must include the approval document from the competent state management agency.

2. In the case of exchanging all circulating shares in another public company under a merger contract or consolidation contract between the issuer and the public company, the documents for registration of public offering of shares for exchange shall include the following:

a) The registration form for public offering of shares for exchange according to Model 15 attached hereto;

b) The prospectus according to Model 16 attached hereto;

c) The draft Charter of the company after merger or consolidation approved by the Board of Directors of the parties involved in the merger or consolidation;

d) The decision of the Shareholders' Meeting of the companies participating in the merger or consolidation approving the merger or consolidation plan, the share exchange plan, and the post-merger or consolidation business operation plan;

đ) The audited financial report of the most recent year of the issuer and the entity whose shares will be exchanged;

e) The merger or consolidation contract signed among the parties involved in the merger or consolidation according to the provisions of the Enterprise Law;

g) The approval document of the competition management agency regarding the merger or consolidation or the commitment to comply with the provisions of the Competition Law from the Board of Directors of the parties involved in the merger or consolidation;

h) The decision of the Board of Directors approving the registration documents for public offering of shares for exchange. For the public offering of shares for exchange by the issuer in a business field subject to conditions as prescribed by specialized laws requiring approval from the competent state management agency for issuance, the documents must include the approval document from the competent state management agency;

i) Documentation citing the address and information published on the National Enterprise Registration Portal, the National Portal for Foreign Investment or the website of the competent state agency, or other documents as guided by the State Securities Commission to verify the business field and foreign ownership ratio (if applicable) applied to the investment and business activities of the company according to investment laws, related laws, and international treaties;

k) The advisory and agency exchange contract for the share offering with a securities company, except when the issuer is a securities company.

Article 29. Procedure for receiving, processing applications, publishing information, and reporting results of public offering of shares to exchange for equity shares

The procedure for receiving, processing applications, publishing information, and reporting results of public offering of shares to exchange is carried out similarly to the procedure for processing registration applications for public offering of shares as stipulated in Sections 2 and 3 of Chapter II of this Circular.

Article 30. Private placement of shares to exchange

1. The private placement of shares to exchange shall be implemented in accordance with the provisions of Clause 3 of Article 4 of Decree No. 58/2012/ND-CP amended and supplemented by Clause 3 of Article 1 of Decree No. 60/2015/ND-CP and Clause 3 of Article 5 of Decree No. 58/2012/ND-CP amended and supplemented by Clause 4 of Article 1 of Decree No. 60/2015/ND-CP in cases where issuing shares to exchange leads to cross-shareholding as provided for in Clause 2 of Article 189 of the Enterprise Law.

2. Except for the case of private placement of shares to exchange leading to cross-shareholding as provided for in Clause 1 of this Article, the issuance of shares to exchange for equity shares of a non-publicly traded joint-stock company or the private placement to one or several specified shareholders to exchange for equity shares of another publicly traded joint-stock company or the issuance of shares to exchange for capital contribution in a limited liability company must meet the conditions prescribed in points a, b, c, d, đ of Clause 3 of Article 4 of Decree No. 58/2012/ND-CP supplemented by Clause 3 of Article 1 of Decree No. 60/2015/ND-CP and the application documents prescribed in points a, b, c, d of Clause 3 of Article 5 of Decree No. 58/2012/ND-CP supplemented by Clause 4 of Article 1 of Decree No. 60/2015/ND-CP.

Chapter IV

ADDITIONAL ISSUE OF SHARES BY PUBLIC JOINT-STOCK COMPANIES

Article 31. Conditions for issuing shares to pay dividends

A publicly traded company issuing shares to pay dividends to existing shareholders to increase share capital must satisfy the following conditions:

1. There must be a decision of the Shareholders' Meeting approving the issuance plan for dividend shares;

2. There must be sufficient sources to implement from undistributed post-tax profits based on the most recent audited financial report.

In the case of a publicly traded parent company issuing shares to pay dividends, the source for implementation may not exceed the level of undistributed post-tax profits on the consolidated audited financial report. If the profit decided to distribute is lower than the undistributed post-tax profits on the consolidated financial report but higher than the undistributed post-tax profits on the parent company's individual financial report, the company can only proceed with distribution after transferring profits from subsidiaries to the parent company according to the guidance on profit distribution under the enterprise accounting system.

Article 32. Documents for reporting issuance of shares to pay dividends

The documents for reporting issuance of shares to pay dividends of a publicly traded company include the following:

1. Report on issuance of shares to pay dividends prepared according to Model 17 attached to this Circular;

2. Decision of the Shareholders' Meeting approving the issuance plan;

3. Decision of the Board of Directors approving the implementation of the issuance plan;

4. Most recent audited financial report;

5. Documentation proving the transfer of profits from subsidiaries to the parent company according to the guidance on profit distribution under the enterprise accounting system in cases where the profit decided to distribute is lower than the undistributed post-tax profits on the consolidated financial report but higher than the undistributed post-tax profits on the parent company's individual financial report;

6. Plan for handling fractional shares (if any) approved by the Shareholders' Meeting or the Board of Directors.

Article 33. Conditions for Issuing Shares to Increase Share Capital from Own Capital Sources

A public company issuing shares to increase share capital from own capital sources must meet the following conditions:

1. There must be a decision of the General Meeting of Shareholders approving the share issuance plan to increase share capital from own capital sources;

2. It must have sufficient resources based on the most recent audited financial report from the following sources:

a) Capital surplus;

b) Development Investment Fund;

c) Undistributed post-tax profit;

d) Other funds (if any) that can be used to supplement the registered capital according to the provisions of the law.

In the case where the public company is a parent company issuing shares to increase share capital from capital surplus, development fund, other funds, the source of funds is based on the financial report of the parent company.

In the case where the public company is a parent company issuing shares to increase share capital from undistributed post-tax profit, the source of funds shall not exceed the level of undistributed post-tax profit on the consolidated financial report. If the source of funds is lower than the undistributed post-tax profit on the consolidated financial report but higher than the undistributed post-tax profit on the parent company's financial report, the company may only implement after transferring profits from subsidiaries to the parent company according to the guidelines on profit distribution under the enterprise accounting system;

3. The total value of the sources mentioned in Clause 2 of this Article must ensure that it is not less than the total value of additional share capital according to the plan approved by the General Meeting of Shareholders.

Article 34. Documents for Reporting Issuance of Shares to Increase Share Capital from Own Capital Sources

The documents for reporting issuance of shares to increase share capital from own capital sources of a public company include the following documents:

1. Report on issuance of shares to increase share capital from own capital sources according to the form at Appendix 17 issued together with this Circular;

2. Decision of the Shareholders' Meeting approving the issuance plan;

3. Decision of the Board of Directors approving the implementation of the issuance plan;

4. Most recent audited financial report;

5. Documents proving the transfer of profits from subsidiaries to the parent company according to the guidelines on profit distribution under the enterprise accounting system in the case where the parent company issues shares to increase share capital from undistributed post-tax profit and the source of funds is lower than the undistributed post-tax profit on the consolidated financial report but higher than the undistributed post-tax profit on the parent company's financial report;

6. Plan for handling fractional shares (if any) approved by the Shareholders' Meeting or the Board of Directors.

Article 35. Conditions for Issuing Shares Under an Employee Stock Option Program

A public company issuing shares under an employee stock option program must ensure the following conditions:

1. There must be an option program and a share issuance plan approved by the General Meeting of Shareholders;

2. The total number of shares issued under the program within each twelve (12) months shall not exceed five percent (5%) of the shares currently circulating in the company;

3. The Board of Directors must clearly announce the criteria and list of employees participating in the program, pricing principles, allocation principles for each individual, and implementation time;

4. In the case where the company issues bonus shares to employees, in addition to the conditions stipulated in Clauses 1, 2, and 3 of this Article, the company must have sufficient resources based on the most recent audited financial report from the following sources:

a) Capital surplus;

b) Development Investment Fund;

c) Undistributed post-tax profit;

d) Other funds (if any) that can be used to supplement the registered capital according to the provisions of the law.

In the case where the public company is a parent company issuing bonus shares to employees from capital surplus, development fund, other funds, the source of funds is based on the financial report of the parent company.

In the case where the public company is a parent company issuing bonus shares to employees from undistributed post-tax profit, the source of funds shall not exceed the level of undistributed post-tax profit on the audited consolidated financial report. If the source of funds used for bonuses to employees is lower than the undistributed post-tax profit on the consolidated financial report but higher than the undistributed post-tax profit on the parent company's financial report, the company may only use undistributed post-tax profit after transferring profits from subsidiaries to the parent company according to the guidelines on profit distribution under the enterprise accounting system;

5. In the case where the company issues bonus shares to employees, the total value of the sources mentioned in Clause 4 of this Article must ensure that it is not less than the total value of additional share capital according to the plan approved by the General Meeting of Shareholders.

Article 36. Documents for Reporting the Issuance of Shares under the Employee Share Option Program

The documents for reporting the issuance of shares under the employee share option program of a public company shall include the following:

1. A report on the issuance of shares under the employee share option program established in accordance with Appendix 18 attached to this Circular;

2. The resolution of the General Meeting of Shareholders approving the share option program and the issuance plan for employees. Those shareholders who have interests related to the issuance of shares under the employee share option program shall not participate in voting on the resolution of the General Meeting of Shareholders regarding the issuance of shares under the employee share option program;

3. The resolution of the General Meeting of Shareholders or the Board of Directors approving the criteria and list of employees participating in the program, the principles for determining the selling price, the principles for allocating the number of shares to each participant, and the implementation timeline;

4. The resolution of the Board of Directors approving the implementation of the issuance plan;

5. The most recent audited financial statements in cases where shares are issued as bonuses to employees;

6. Documentation proving that profits have been transferred from subsidiaries to the parent company in accordance with the profit distribution guidelines of the enterprise accounting system, in cases where post-tax retained earnings are used as the source for issuing bonus shares to employees and the actual capital is lower than the post-tax retained earnings on the consolidated financial statement but higher than the post-tax retained earnings on the parent company's financial statement.

Article 37. Reporting and Announcing Information on Additional Share Issuances

1. The issuer must submit the documents for reporting additional share issuances as stipulated in Articles 32, 34, and 36 of this Circular to the State Securities Commission.

2. Within seven (07) working days from the date of receipt of the reporting documents referred to in Clause 1 of this Article, if the reporting documents require amendments or supplements, the State Securities Commission shall send a letter to the issuer specifying the contents and requirements for amendments or supplements. The time taken by the issuer to amend or supplement the reporting documents shall not be included in the timeframe for the State Securities Commission's review and resolution.

3. Within seven (07) working days from the date of receipt of complete and valid reporting documents referred to in Clause 1 of this Article, the State Securities Commission shall notify the issuer to implement or issue a letter rejecting the issuance with specific reasons.

4. Within seven (07) working days from the date the State Securities Commission notifies the issuer of the receipt of complete reporting documents for additional share issuances as stipulated in Clause 1 of this Article, the issuer must announce information on the issuance through mass media according to the following deadlines:

a) In the case of issuing shares to pay dividends or increase share capital from own capital, the announcement of information must be made at least seven (07) working days before the final registration date for allocating rights, in accordance with the model set out in Appendix 19 attached to this Circular.

b) In the case of issuing shares under the employee share option program, the announcement of information must be made at least seven (07) working days before the end date for collecting payment for purchasing shares or the date transferring ownership of bonus shares, in accordance with the model set out in Appendix 20 attached to this Circular.

5. The final registration date for allocating rights or the end date for collecting payment for purchasing shares or the date transferring ownership of bonus shares to employees shall not exceed forty-five (45) days from the date the State Securities Commission notifies the issuer of the receipt of complete reporting documents.

6. The issuer must submit a report on the results of the issuance to the State Securities Commission and publicly announce the information according to the following deadlines:

a) In the case of issuing shares to pay dividends or increase share capital from own capital, the issuer must submit a report on the results of the issuance within fifteen (15) days from the final registration date for allocating rights, in accordance with the model set out in Appendix 21 attached to this Circular.

b) In the case of issuing shares under the employee share option program, the issuer must submit a report on the results of the issuance within fifteen (15) days from the end date for collecting payment for purchasing shares or the date transferring ownership of bonus shares to employees, in accordance with the model set out in Appendix 22 attached to this Circular. The report on the results of the issuance of shares must be accompanied by a list of employees participating in the program, specifying the number of shares each employee has participated in.

7. Within three (03) working days from the date of receipt of complete reporting documents on the results of the issuance, the State Securities Commission shall publish information about receiving the report on the results of the issuance on its electronic website and notify the issuer, the Stock Exchange, and the Securities Depository of the results of the issuance.

8. Public companies with listed/shares traded must register for additional listing/trading with the Stock Exchange for the number of shares issued within fifteen (15) days from the date the State Securities Commission sends the notification of the results of the issuance to the issuer.

Article 38. Handling Fractional Shares

1. A fractional share is a portion of capital less than one (01) share. During the process of issuing shares, if fractional shares arise, the company must have a plan to handle them to ensure the maximum benefit and fairness among shareholders. The plan for handling fractional shares must be approved by the General Meeting of Shareholders or the Board of Directors.

2. During the issuance of shares to pay dividends or to increase share capital from the owner's equity, if fractional shares arise, the company has the right to repurchase the fractional shares to become treasury shares. The number of shares generated from handling fractional shares shall be recorded and processed according to the provisions of this Circular and related regulations.

Chapter V

REPURCHASING SHARES, SELLING TREASURY SHARES

Article 39. Conditions for Repurchasing Shares

A public company that repurchases issued shares to become treasury shares must meet the following conditions:

1. The conditions stipulated in Article 130 of the Enterprise Law, Clause 1 of Article 37 of Decree No. 58/2012/ND-CP and Point b of Clause 1 of Article 37 of Decree No. 58/2012/ND-CP amended by Clause 11 of Article 1 of Decree No. 60/2015/ND-CP;

2. Having sufficient sources to repurchase shares based on the most recent audited financial report.

In cases where a public company is a parent company using surplus capital, investment development fund, or other funds to repurchase shares, the source of funds is based on the parent company’s financial report.

In cases where a public company is a parent company using undistributed post-tax profit to repurchase shares, the actual source of funds cannot exceed the level of undistributed post-tax profit on the consolidated audited financial report. If the undistributed post-tax profit used to repurchase shares is lower than the undistributed post-tax profit on the consolidated financial report but higher than the undistributed post-tax profit on the parent company’s financial report, the parent company can only use undistributed post-tax profit to repurchase shares after transferring profits from subsidiaries to the parent company according to the profit distribution guidelines of the enterprise accounting system.

Article 40. Cases Prohibited from Repurchasing Shares

1. The company shall not carry out the repurchase of shares in the cases prescribed in Article 38 of Decree No. 58/2012/ND-CP and Clause 12 of Article 1 of Decree No. 60/2015/ND-CP.

2. The company shall not repurchase shares in other cases as prescribed by specialized laws.

Article 41. Documentation for Reporting Repurchased Shares

1. Documentation for reporting repurchased shares of a public company includes:

a) Report on the repurchase of shares prepared according to Appendix 23 attached to this Circular;

b) Decision of the Board of Directors approving the repurchase not exceeding ten percent (10%) of the total number of each type of shares offered for sale within twelve (12) months or the Decision of the General Meeting of Shareholders in other cases;

c) Document confirming the designation of the securities company to execute the transaction;

d) Decision of the Board of Directors approving the repurchase plan;

đ) Most recent audited financial report according to regulations;

e) Documents proving the transfer of profits from subsidiaries to the parent company according to the profit distribution guidelines of the enterprise accounting system when the parent company uses undistributed post-tax profit as the source of funds to repurchase shares and the actual source of funds is lower than the undistributed post-tax profit on the consolidated financial report but higher than the undistributed post-tax profit on the parent company’s financial report.

2. Documentation for reporting and publicly disclosing information on repurchasing shares of a public company exempted under Clause 2 of Article 37 of Decree No. 58/2012/ND-CP amended by Clause 11 of Article 1 of Decree No. 60/2015/ND-CP includes:

a) Report on the repurchase of shares prepared according to Appendix 23 attached to this Circular;

b) Decision of the Board of Directors or General Director/Director implementing the repurchase plan;

c) Within ten (10) working days from the end of the repurchase transaction, the public company must submit the transaction result report to the State Securities Commission and publicly disclose information according to the form at Appendix 25 attached to this Circular.

Article 42. Conditions for selling treasury shares

1. A company selling treasury shares must comply with the conditions stipulated in Article 39 of Decree No. 58/2012/NĐ-CP and Clause 13 of Article 1 of Decree No. 60/2015/NĐ-CP.

2. The use of treasury shares to distribute to existing shareholders or as rewards for employees must be approved by the General Shareholders' Meeting and the company must ensure it has sufficient owner's equity based on the most recent audited financial statements, specifically from the following sources:

a) Capital surplus;

b) Development Investment Fund;

c) Undistributed post-tax profit;

d) Other funds (if any) that can be used to supplement the registered capital according to the provisions of the law.

In the case where a public company that is a parent company uses surplus capital, development funds, or other funds as sources to distribute to existing shareholders or as rewards for employees, this source of funds is based on the parent company's financial reports.

In the case where a public company that is a parent company uses undistributed post-tax profits as a source to distribute to existing shareholders or as rewards for employees, such funds shall not exceed the level of undistributed post-tax profits on the consolidated audited financial statements. If the undistributed post-tax profits used as a source to distribute to existing shareholders or as rewards for employees are lower than the undistributed post-tax profits on the consolidated financial statements but higher than the undistributed post-tax profits on the parent company's financial statements, the parent company may only use the undistributed post-tax profits after transferring profits from subsidiaries back to the parent company according to the profit distribution guidelines under the enterprise accounting regulations.

Article 43. Documents for Reporting the Sale of Treasury Shares

The documents for reporting the sale of treasury shares of a public company include:

1. A report on the sale of treasury shares prepared according to Appendix 23 issued together with this Circular;

2. The decision of the General Shareholders' Meeting or the Board of Directors approving the plan to sell treasury shares;

3. Documentation confirming the designation of the securities company to execute the transaction;

4. Most recent audited financial report;

5. Documentation proving the transfer of profits from subsidiaries to the parent company according to the profit distribution guidelines of the enterprise accounting system when the parent company uses undistributed post-tax profits as a source to distribute to existing shareholders or as rewards for employees, as provided in Clause 2 of Article 42 of this Circular, and the source of funds is lower than the undistributed post-tax profits on the consolidated financial statements but higher than the undistributed post-tax profits on the parent company's financial statements when the public company uses treasury shares to distribute to existing shareholders or as rewards for employees.

Article 44. Reporting and Announcing Information on Purchasing and Selling Treasury Shares

1. Public companies must submit the documents for reporting the purchase of shares as specified in Article 41 of this Circular and the documents for reporting the sale of treasury shares as specified in Article 43 of this Circular to the Securities Commission.

2. Within seven (7) working days from the date of receiving the documents for reporting the purchase of shares and the sale of treasury shares as specified in Clause 1 above, if the documents require modification or supplementation, the Securities Commission will send a letter to the public company specifying the contents and requirements for modification or supplementation. The time taken by the public company to modify or supplement the documents does not count towards the Securities Commission's review and resolution period.

3. Within seven (7) working days from the date of receiving complete and valid documents for reporting the purchase of shares and the sale of treasury shares, the Securities Commission will notify the public company to proceed. If rejected, the Securities Commission will provide a letter detailing the reasons.

4. Within seven (7) working days from the date the Securities Commission notifies the receipt of complete documents for reporting the purchase of shares and the sale of treasury shares, the public company must announce information on the media as specified in Appendix 24 issued together with this Circular. The transaction of purchasing and selling treasury shares must be executed at least seven (7) working days after the public company announces the information.

5. Within ten (10) working days from the end of the transaction of purchasing and selling treasury shares, the public company must submit a report on the transaction results to the Securities Commission and publicly announce the information according to the form specified in Appendix 25 issued together with this Circular. In cases where the public company does not complete the expected number of transactions, the company must report and publicly announce the reasons for non-completion.

6. Public companies with listed/shares traded on the Stock Exchange, when purchasing or selling treasury shares, must announce information on the Stock Exchange's announcement medium. The content and timing of the announcement follow the provisions of Clauses 4 and 5 above.

Article 45. Implementation of Share Repurchase and Sale of Treasury Shares

1. Public companies with shares listed/traded on the Stock Exchange when implementing share repurchase and sale of treasury shares must comply with the trading regulations of the Stock Exchange.

2. Public companies with shares not listed/traded on the Stock Exchange when repurchasing shares may only be conducted through designated securities companies.

3. Public companies must complete the share repurchase and sale of treasury shares within the time specified in the information announcement, but not exceeding thirty (30) days from the start date of the transaction, including cases where the transaction is changed as stipulated in Article 45 of this Circular.

Article 46. Change in Share Repurchase and Sale of Treasury Shares

1. Public companies shall not change their intention or plan for share repurchase and sale of treasury shares as reported and publicly announced, except in cases of force majeure (natural disasters, fire, war, and other cases approved by the State Securities Commission), which must be reported to the State Securities Commission.

2. Public companies must report to the State Securities Commission and simultaneously announce information about the decision to change on mass media within twenty-four (24) hours from the date of making the decision to change the share repurchase and sale of treasury shares according to Appendix 26 issued together with this Circular.

3. The State Securities Commission will provide comments on changes in share repurchase and sale of treasury shares within three (03) working days from the date of receipt of the change report.

4. Public companies may only change share repurchase and sale of treasury shares after receiving approval from the State Securities Commission. Public companies must announce the change in share repurchase and sale of treasury shares on mass media and send it to the State Securities Commission within twenty-four (24) hours from the date of approval for changing share repurchase and sale of treasury shares according to Appendix 27 issued together with this Circular.

5. Public companies with shares listed/traded on the Stock Exchange, when changing share repurchase and sale of treasury shares, must announce information on the Stock Exchange's information disclosure platform. The content and timing of the announcement are regulated in Clause 2 and Clause 4 of this Article.

Article 47. Management and Accounting of Treasury Shares

1. Treasury shares are considered unsold shares as stipulated in Clause 4, Article 111 of the Enterprise Law. Treasury shares do not have voting rights, dividend rights, rights arising from additional share issuance, and other rights.

2. Treasury shares can be destroyed to reduce the charter capital according to the Decision of the General Shareholders' Meeting. Public companies must report to the State Securities Commission and simultaneously announce information about the destruction of treasury shares on mass media within twenty-four (24) hours from the date of destroying treasury shares.

3. Within ten (10) days from the date of the Decision of the General Shareholders' Meeting regarding the destruction of treasury shares to reduce the charter capital, public companies must complete the procedures to adjust the reduction in charter capital corresponding to the total par value of the destroyed treasury shares.

4. The management, accounting, and destruction of treasury shares must follow accounting principles.

5. In cases where participating companies in mergers and acquisitions own each other's shares leading to the creation of treasury shares after the merger and acquisition process, these treasury shares must be handled in accordance with the law.

Article 48. Responsibilities of Securities Companies and Stock Exchanges

1. The securities company designated to execute the purchase of shares and sale of treasury shares shall have the following responsibilities:

a) Guide public companies to implement the purchase of shares and sale of treasury shares in accordance with current regulations and the announced plan;

b) Ensure that public companies have sufficient funds in their trading accounts to execute the reported and publicly disclosed transaction volume;

c) Not use non-public information related to the purchase of shares and sale of treasury shares of the designated public company to buy or sell securities of the designated public company or disclose such information to third parties.

2. In cases where public companies have listed/shares traded on the stock exchange, the Stock Exchange shall have the following responsibilities:

a) Supervise public companies to properly disclose information before and after executing the purchase of shares and sale of treasury shares in accordance with current regulations;

b) Supervise the designated securities company to properly execute the purchase of shares and sale of treasury shares in accordance with current regulations.

Chapter VI

PUBLIC BID FOR SHARES OF PUBLIC COMPANIES

Article 49. Cases Requiring Public Bid

Cases requiring a public bid are stipulated in Clause 1, Article 32 of the Law Amending and Supplementing Certain Provisions of the Securities Law, Article 41 of Decree No. 58/2012/NĐ-CP.

Article 50. Cases Not Requiring Public Bid

Cases not requiring a public bid are stipulated in Clause 2, Article 32 of the Law Amending and Supplementing Certain Provisions of the Securities Law and Clause 14, Article 1 of Decree No. 60/2015/NĐ-CP.

Article 51. Documents for Registering a Public Bid

Documents for registering a public bid include the following:

1. A public bid registration form according to Appendix No. 28 issued together with this Circular;

2. Decision of the Shareholders' Meeting or Board of Directors (for joint-stock companies), Board of Members or owner of the company (for limited liability companies), Investors' Assembly (for investment funds) approving the public bid;

3. Decision of the Shareholders' Meeting in the case where a public company repurchases its own shares to reduce its charter capital;

4. Audited financial statements of the previous fiscal year and documents verifying financial capacity in accordance with specialized laws or confirmation of financial capability for individuals and organizations implementing the public bid;

5. Documents proving that the company meets the conditions to repurchase shares in the case where a public company repurchases its own shares through a public bid;

6. Public announcement of the bid according to the model at Appendix No. 29 issued together with this Circular.

Article 52. Procedures for Acceptance, Processing of Documents, Disclosure of Information, and Reporting Results of Public Bid

1. The procedures for accepting, processing documents, disclosing information, and reporting results of the public bid for shares of public companies are carried out in accordance with Articles 43 and 52 of Decree No. 58/2012/NĐ-CP.

2. The report on the results of the public bid is prepared according to the model at Appendix No. 30 issued together with this Circular.

Chapter VII

ISSUANCE OF SECURITIES OUTSIDE VIETNAM BY VIETNAMESE ENTERPRISES

Article 53. Conditions for Issuing Securities as the Basis for Offering Depositary Receipts Abroad

The issuance of securities as the basis for offering depositary receipts abroad must comply with the conditions stipulated in Article 29 of Decree No. 58/2012/NĐ-CP.

Article 54. Documents Required for Issuing New Shares as the Basis for Offering Depositary Receipts Abroad

The documents for issuing new shares as the basis for depositary receipt issuance abroad include:

1. Documents as prescribed in Clauses 3, 6, 7, 8, 10, 11, 12, and 13 of Article 5 of this Circular;

2. Share issuance registration form according to Form 31 attached to this Circular;

3. Information disclosure document according to Form 32 attached to this Circular;

4. Financial statements as prescribed in Clause 5 of Article 5 of this Circular;

5. A shareholders' meeting resolution approving the capital-raising plan through the issuance of new shares as the basis for depositary receipt issuance abroad;

6. Proposal for issuing depositary receipts abroad based on newly issued shares. This proposal must meet the offering conditions specified by the host country.

Article 55. Documents Supporting the Issuance of Depositary Receipts Abroad Based on Shares Already Issued in Vietnam

The documents for supporting the issuance of depositary receipts abroad based on shares issued in Vietnam include:

1. Documents as prescribed in Clauses 3, 6, 7, 8, and 12 of Article 5 and Clause 6 of Article 54 of this Circular;

2. Information disclosure document according to Form 33 attached to this Circular;

3. Decision of the Shareholders' Meeting approving the support for the public offering of depositary receipts abroad based on issued shares.

Article 56. Handling of Documents for Issuing New Shares as the Basis for Offering Depositary Receipts Abroad and Supporting Documents for Issuing Depositary Receipts Abroad Based on Shares Already Issued in Vietnam

1. For documents for issuing new shares as the basis for offering depositary receipts abroad and supporting documents for issuing depositary receipts abroad based on shares already issued in Vietnam, within thirty (30) days from the date of receipt of complete and valid documents, the State Securities Commission shall issue a written approval or rejection. In case of rejection, the State Securities Commission must clearly state the reasons.

2. If approved by the State Securities Commission, after receiving approval, the issuer of shares as the basis for offering depositary receipts abroad or the organization supporting the issuance of depositary receipts abroad based on shares already issued in Vietnam must submit to the State Securities Commission a copy of the registration document for offering depositary receipts when officially registering with the competent authority of the host country.

3. During the period before the registration document for offering depositary receipts abroad is approved by the competent authority of the host country, the issuer of new shares as the basis for offering depositary receipts abroad or the organization supporting the issuance of depositary receipts abroad based on shares already issued in Vietnam must notify the State Securities Commission of any changes or supplements (if any) in the registration document for offering depositary receipts with the foreign securities regulatory authority.

4. Depositary receipts traded abroad may be canceled at the request of the holder of the depositary receipt. The issuer of the depositary receipt has the responsibility to notify the Vietnam Securities Depository and the State Securities Commission the number of depositary receipts canceled on the 15th and 30th of each month.

Depositary receipts that have been canceled cannot be reissued except in cases where the issuer registers with the State Securities Commission in accordance with the provisions of Article 55 of this Circular.

5. Trading and listing of shares as the basis for depositary receipts abroad after canceling depositary receipts shall be carried out in accordance with the regulations of the Stock Exchange.

6. In addition to the specific provisions mentioned above, the process of handling documents for issuing new shares as the basis for offering depositary receipts abroad and supporting documents for issuing depositary receipts abroad based on shares already issued in Vietnam shall be implemented in accordance with the procedures for handling registration documents for public offerings of securities as stipulated in Sections 2 and 3 of Chapter II of this Circular.

Chapter VIII

IMPLEMENTATION

Article 57. Organization and Implementation

1. This Circular takes effect from December 15, 2015, and replaces Circular No. 130/2012/TT-BTC dated August 10, 2012, issued by the Minister of Finance guiding the repurchase of shares, sale of treasury shares, and certain additional share issuances by joint-stock companies, and Circular No. 204/2012/TT-BTC dated November 19, 2012, issued by the Minister of Finance guiding the documents and procedures for public offerings of securities.

2. In cases where organizations or individuals submit registration documents and materials for public offerings of securities, share exchanges, additional share issuances, share repurchases, sales of treasury shares, and public tender offers for shares to the State Securities Commission before September 1, 2015, or where the General Meeting of Shareholders approves the offering plan before September 1, 2015, which includes terms not in accordance with the spirit of Decree No. 60/2015/NĐ-CP, the conditions and registration documents shall be implemented in accordance with the provisions of Decree No. 58/2012/NĐ-CP, Circular No. 130/2012/TT-BTC dated August 10, 2012, issued by the Minister of Finance guiding the repurchase of shares, sale of treasury shares, and certain additional share issuances by joint-stock companies, and Circular No. 204/2012/TT-BTC dated November 19, 2012, issued by the Minister of Finance guiding the documents and procedures for public offerings of securities.

3. The State Securities Commission, Stock Exchanges, Vietnam Securities Depository, joint-stock companies, securities companies, and related organizations and individuals are responsible for implementing this Circular.