CIRCULAR

Guidelines for the Registration Documents for Public Offering of Securities

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Implementing the Securities Law No. 70/2006/QH11 and the Government Decree No. 14/2007/NĐ-CP dated January 19, 2006 detailing certain provisions of the Securities Law, the Ministry of Finance issues guidelines on registration documents for public offering of securities as follows:

This technical regulation sets out technical requirements, testing methods, sampling procedures; management requirements; responsibilities of organizations and individuals producing, trading, and importing cigarettes.

1. These Circulars specify the detailed requirements for registration documents for public offering of securities; registration documents for offering securities abroad, and other specific cases.

2. The information in the registration documents must be accurate, truthful, not misleading, and include all important contents that affect investors' decisions.

3. The issuer and related organizations and individuals concerning the registration documents for public offering of securities shall be responsible for the accuracy, truthfulness, and completeness of the registration documents for public offering of securities according to Article 17 of the Securities Law.

4. For registration documents for domestic public offering of securities combined with offering securities abroad, in addition to the documents stipulated herein, copies of the registration documents submitted to the competent authority of the foreign country where the securities are offered must also be attached. The issuer must provide an explanation in writing for any differences in financial statements if the financial statements in the registration documents for offering abroad are not prepared in accordance with Vietnamese accounting standards.

5. The registration documents for public offering of shares and bonds sent to the State Securities Commission must be in written form, consisting of one original copy and five certified true copies, accompanied by an electronic file at the address specified by the State Securities Commission. After receiving preliminary approval, the issuer must submit six sets of approved registration documents to the State Securities Commission before the State Securities Commission issues the certificate of public offering of securities.

6. Within seven days from the date the Certificate of Public Offering of Shares and Bonds becomes effective, the issuer must publish the Issuance Announcement on an online newspaper or three consecutive issues of a printed newspaper according to the model at Appendix 01A and 01B attached to this Circular.

7. The issuer or the underwriting organization must report the results of the share and bond offering to the State Securities Commission within ten days from the end of the offering period, accompanied by a confirmation from the bank where the escrow account is opened regarding the amount collected during the offering period according to the model at Appendix 02A and 02B attached to this Circular.

8. The documents prescribed in Section IV of this Circular must be prepared in two copies and submitted to the State Securities Commission. In the case prescribed in Clause 3.2 of Section IV of this Circular, the documents must include one copy in English and one copy in Vietnamese. The English version of the documents must be legalized by a consular officer. The Vietnamese copies and translations from English to Vietnamese must be confirmed by a Vietnamese notary office or a legally operating Vietnamese law firm.

9. Within seven days prior to implementing the offering period, the fund management company or securities investment company must report to the State Securities Commission about the offering period, accompanied by a draft of the Issuance Announcement according to the model at Appendix 3 attached to this Circular.

10. Within three days from the date of receipt of the report on the offering period as prescribed in Clause 9 of Section I, the State Securities Commission confirms the offering period. If rejected, the State Securities Commission must respond in writing and state the reasons.

11. Within three days after the State Securities Commission confirms the offering period, the fund management company or securities investment company must publish the Issuance Announcement on an online newspaper and in three consecutive issues of a central printed newspaper or a local printed newspaper where the fund management company or securities investment company conducts the offering period.

12. Within five days after the end of the offering period, the fund management company or securities investment company must submit to the State Securities Commission a report on the results of the offering, accompanied by a confirmation from the supervising bank regarding the amount collected during the offering period according to the model specified at Appendix 4 attached to this Circular.

II. REGISTRATION DOCUMENTS FOR PUBLIC OFFERING OF SHARES

1. The registration documents for public offering of shares include:

1.1 The application for public offering of shares established according to the model at Appendix 05A attached to this Circular;

1.2 The prospectus established according to the model prescribed by the Ministry of Finance and must include the following contents:

a) Summary information about the issuer including organizational structure, business activities, assets, financial situation, Board of Directors or Board of Members or Company Owner, General Director or Managing Director, Deputy General Director or Deputy Managing Director, and shareholder structure (if applicable);

b) Information about the offering period and the securities being offered including offering conditions, risk factors, projected profit and dividend plan for the nearest year after issuing securities, issuance plan, and usage plan of funds raised from the offering period;

c) Financial statements of the issuer for the last two years must meet the following requirements:

- Compliance with the current accounting system of the State;

- Financial statements must include the balance sheet, income statement, cash flow statement, and explanatory notes to the financial statements;

- In the case where the issuer is a parent company, the issuer must submit consolidated financial statements according to the accounting law regulations along with the financial statements of the parent company itself;

- Annual financial statements must be audited by an independent auditing organization. The audit opinion on the financial statements must express full acceptance. In the case of an acceptance with exceptions, the exception must be non-material and there must be reasonable documentation explaining the basis for the exception;

- In the case where the documents are submitted before March 1st each year, the annual financial statements in the initial documents may be unaudited, but must have financial statements audited for the two preceding years.

In case the end date of the accounting period of the most recent financial report is more than ninety days prior to the submission of the registration documents for the public offering of securities to the State Securities Commission, the issuer must prepare an additional financial report up to the latest month or quarter;

- If there are unusual changes after the end date of the most recent financial report's fiscal year, the issuer needs to prepare an additional financial report up to the latest month or quarter;

- The financial report, if it is a copy, must be a certified copy by a notary office or auditing organization (in case the financial report has been audited) or by the issuer (in case the financial report has not yet been audited);

d) The prospectus must bear the signatures of the Chairman of the Board of Directors, Members of the Board of Members, or the Chairman of the company, General Director or Managing Director, Chief Financial Officer or Chief Accountant of the issuer and the legal representative of the underwriting organization or the main underwriting organization (if any). In case of proxy signing, a power of attorney must be provided;

1.3 The company charter must comply with the provisions of the law;

1.4 Decision of the Shareholders' Meeting approving the issuance plan and the capital utilization plan from the public offering of shares;

1.5 Underwriting commitment (if any) according to the model at Appendix 06A attached to this Circular. In case of a combined underwriting organization, the underwriting commitment of the main underwriting organization must be accompanied by a contract between the underwriting organizations. Documents regarding the underwriting commitment may be submitted later than other documents but no later than the day when the State Securities Commission issues the certificate of registration for the public offering;

1.6 Decision of the Board of Directors of the company approving the registration documents. For the public offering of shares by credit institutions, the documents must include a written approval from the State Bank of Vietnam;

1.7 In case part or all of the registration documents for the public offering of shares are confirmed by related organizations or individuals, the issuer must send the confirmation letter from those organizations or individuals to the State Securities Commission;

2. Registration documents for the initial public offering of shares by foreign-invested enterprises converting to joint-stock companies include:

2.1 For foreign-invested enterprises implementing the conversion to joint-stock companies in conjunction with the public offering of shares:

a) Public Offering Prospectus Formulated According to Model 05A Attached to This Circular;

b) Prospectus as stipulated in Point 1.2 Section II of This Circular;

c) Company Charter Containing Content Compliant With Legal Provisions;

d) Decision of the Board of Directors of the Joint Venture Enterprise or the Sole Proprietor of the 100% Foreign-Owned Enterprise Approving the Issuance Plan and Capital Utilization Plan, in the Case of Issuance for Fundraising;

đ) Approval Decision on the Plan to Convert the Enterprise Into a Joint-Stock Company by the Competent State Authority Responsible for Establishing the Foreign-Invested Enterprise;

e) Underwriting Commitment (if any) as stipulated in Point 1.5 Section II of This Circular;

g) Written Approval of the State Bank of Vietnam, in the case where the issuer is a credit institution;

h) Confirmation Letters from Related Organizations or Individuals, in the case where part or all of the registration documents for the public offering are confirmed by such organizations or individuals;

i) Documentation Regarding the Determination of Enterprise Value;

k) Consulting Contract for Registration Documents for Public Offering with a Securities Company;

l) Decision of the Board of Directors of the Joint Venture Enterprise or the Sole Proprietor of the 100% Foreign-Owned Enterprise Approving the Registration Documents;

2.2 For foreign-invested enterprises that have already converted to joint-stock companies:

a) Documents stipulated in Points a, b, c, đ, e, g, h, i, k Clause 2.1 Section II of This Circular;

b) Decision of the Board of Directors Approving the Issuance Plan and Capital Utilization Plan, in the Case of Issuance for Fundraising;

c) Decision of the Board of Directors Approving the Registration Documents;

3. Registration documents for the initial public offering of shares by newly established enterprises in the infrastructure or high-tech sectors include:

a) Public Offering Prospectus Formulated According to Model 05A Attached to This Circular;

b) Documentation proving that the enterprise invests in building infrastructure projects included in the economic and social development program of the Ministry, sector, or central-level locality; or documentation proving that the enterprise operates in the high-tech sector within the list of encouraged investment projects as prescribed by law;

c) Draft Company Charter containing content compliant with legal provisions;

d) Prospectus as stipulated in Point 1.2 Section II of This Circular, wherein the Financial Report is replaced by the Investment Project approved by the competent authority;

đ) Joint and Several Liability Commitment of the Board of Directors or Founders for the Issuance Plan and Capital Utilization Plan from the Public Offering of Shares;

e) Underwriting Commitment as stipulated in Point 1.5 Section II of This Circular;

g) Document Designating the Supervisory Bank for the Use of Proceeds from the Public Offering;

4. Registration documents for additional share offerings to the public, rights offerings, or additional share offerings with attached rights offerings of listed companies include:

a) Public Offering Prospectus Formulated According to Model 05A Attached to This Circular;

b) Decision of the Shareholders' Meeting Approving the Issuance Plan and Capital Utilization Plan from the Public Offering of Shares;

c) Underwriting Commitment (if any) as stipulated in Point 1.5 Section II of This Circular;;

d) Supplementary Documentation for the Prospectus. In case the first issuance date is more than twelve months before the additional issuance date, a new prospectus is required;

đ) Written Approval of the State Bank of Vietnam for the Additional Share Offerings to the Public by Credit Institutions;

III. REGISTRATION DOCUMENTS FOR PUBLIC OFFERING OF BONDS

1. Registration documents for the public offering of bonds include:

1.1 Bond Offering Registration Form Formulated According to Model 05B Attached to This Circular;

1.2 The prospectus established according to the model prescribed by the Ministry of Finance and must include the contents stipulated in Clause 1.2 Section II of this Circular;

1.3 The company charter must comply with the provisions of the law;

1.4 Decision of the Board of Directors or the Board of Members or the Company Owner approving the issuance plan, the usage plan, and the repayment plan for the capital obtained from the public bond offering;

1.5 Issuer guarantee commitment (if any) according to Model 06B attached to this Circular. In case there is a combined issuer guarantee, then the main issuer'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;

1.6 Decision of the Board of Directors or the Board of Members or the Company Owner approving the application dossier. For credit institutions' public bond offerings, the application dossier must include the approval document of the State Bank of Vietnam;

1.7 In case part or all of the registration documents for the public offering of shares are confirmed by related organizations or individuals, the issuer must send the confirmation letter from those organizations or individuals to the State Securities Commission;

2. The application dossier for registering a public offering of guaranteed corporate bonds includes:

2.1 Public bond offering registration form established according to Model 05B attached to this Circular;

2.2 Prospectus as prescribed in Point 1.2 Section II of this Circular;

2.3 Corporate charter containing content consistent with legal provisions;

2.4 Decision of the Board of Directors or the Board of Members or the Company Owner approving the issuance plan, the usage plan, and the repayment plan for the capital obtained from the public bond offering;

In case the issuer is a state-owned enterprise, the issuance plan, the usage plan, and the repayment plan for the capital obtained from the public bond offering shall be approved by the representative of the state capital owner;

2.5 Commitment to fulfill the issuer's obligations towards investors regarding issuance conditions, payment, ensuring investors' legitimate rights and interests, and other conditions;

2.6 Issuer guarantee commitment (if any) as prescribed in Clause 1.5 Section III of this Circular;

2.7 Confirmation document of related organizations or individuals, in case part or all of the public offering registration dossier is confirmed by organizations or individuals;

2.8 Approval document of the State Bank of Vietnam, in case the issuer is a credit institution;

2.9 Payment guarantee approval letter, in case the guarantee is provided through a payment guarantee, accompanied by the most recent audited financial report of the guarantee recipient organization;

2.10 Contract with third-party assets as collateral between the bond issuer and the collateral recipient organization, in case the guarantee is provided through third-party assets, accompanied by a detailed list of collateral assets, valid documentation proving ownership of the bond issuer or the collateral recipient organization, and insurance contract (if any) for these assets; Minutes determining the value of collateral assets within their validity period issued by authorized valuation agencies; Registration certificate of collateral assets with the competent authority (if any);

2.11 Contract between the bond issuer and the Bondholder Representative according to Model 07 attached to this Circular;

2.12 Decision of the Board of Directors or the Board of Members or the Company Owner approving the application dossier;

3. The application dossier for registering a public offering of convertible bonds, bonds accompanied by warrant options, or warrant options accompanied by preferred shares of a joint-stock company includes:

3.1 Documents prescribed in Points 2.1, 2.2, 2.3, 2.6, 2.7, 2.8 Section III of this Circular;

3.2 Decision of the Board of Directors approving the application dossier;

3.3 Decision of the Shareholders' Meeting approving the issuance plan, the usage plan for the capital obtained from the public bond offering;

3.4 Commitment to fulfill obligations towards investors as prescribed in Point 2.5 Section III 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);

3.5 Plan for issuing the necessary number of shares for conversion approved by the Shareholders' Meeting;

4. The application dossier for registering a public offering of stocks or bonds in multiple tranches must clearly specify in the prospectus the following contents:

4.1 Project or plan for using capital in multiple tranches;

4.2 Offering plan specifying the target, quantity, and expected timing of each tranche;

Before each issuance, the issuer must supplement the application dossier with documents on the company's situation and the use of funds from previous issuances if the subsequent issuance is more than six months after the previous issuance;

IV. APPLICATION DOSSIER FOR REGISTERING A PUBLIC OFFERING OF MUTUAL FUND CERTIFICATES AND JOINT-STOCK COMPANY SECURITIES

1. The application dossier for registering the first public offering of mutual fund certificates includes:

a) Public offering registration form of mutual fund certificates according to Model 08 attached to this Circular;

b) Offering plan of mutual fund certificates along with the investment plan for the capital obtained from the offering;

c) Mutual fund charter according to the model prescribed by the Ministry of Finance;

d) Prospectus according to the model prescribed by the Ministry of Finance;

đ) Supervision contract between the supervisory bank and the fund management company;

e) Issuer guarantee commitment (if any);

2. The application dossier for registering subsequent public offerings of closed-end mutual fund certificates includes:

a) Public offering registration form of mutual fund certificates according to Model 08 attached to this Circular;

b) Resolution of the Investor Assembly approving the additional offering plan and the investment plan for the capital obtained;

c) Prospectus according to the model prescribed by the Ministry of Finance;

d) Confirmation from the supervisory bank regarding the fund's compliance with current laws;

đ) Documents as prescribed in Point b Clause 1 Section IV of this Circular;

3. The application dossier for registering a public offering of securities company shares includes:

3.1 In the case where founding shareholders participate in capital contribution without foreign legal entities:

a) Public offering registration form of securities company shares of the fund management company or founding shareholders (according to Model 05A attached to this Circular);

b) Draft of the securities company charter according to the model prescribed by the Ministry of Finance;

c) Prospectus according to the model prescribed by the Ministry of Finance;

d) Issuer guarantee commitment (if any);

đ) Principle supervision contract;

e) A list of founding shareholders accompanied by copies of their Identity Cards or Passports and Criminal Records for individuals; Business Registration Certificates for legal entities;

g) The commitment of founding shareholders to subscribe for at least 20% of the shares offered to the public and to hold these shares for a period of three years from the date of issuance of the license for establishment and operation;

h) An outline agreement on investment management (in cases where there is a fund management company managing the investment capital);

i) Other documents concerning founding shareholders, members of the Board of Directors, General Director, Deputy General Director or Chief Executive Officer, Deputy Chief Executive Officer of the securities investment company, as prescribed in the Regulation guiding the organization and operation of fund management companies, investment funds, and securities investment companies issued by the Ministry of Finance;

k) Personal files of the General Director, Deputy General Director (or Director, Deputy Director) and the proposed fund manager of the securities investment company, accompanied by copies of Fund Management Certificates or applications for issuance of Fund Management Certificates (in cases of self-management of investment capital);

l) A description of technical facilities serving investment activities (in cases of self-management of investment capital).

3.2. In the case where founding shareholders participating in capital contribution are foreign legal entities, the application dossier shall include the following additional documents: Copies of valid Articles of Association or equivalent documents, Licenses for Establishment and Operation or Business Registration Certificates of such legal entities issued by the home country or documents proving that such legal entities are engaged in securities business in the home country; Decisions of competent authorities regarding the capital contribution to establish a securities investment company in Vietnam.

4. The application dossier for offering shares to the public to increase the capital of a securities investment company includes:

a) A share registration form for increasing the capital of the company according to Appendix No. 05A attached to this Circular;

b) A prospectus, which clearly states the plan for issuing additional shares and the plan for using the raised capital from the additional issuance, in accordance with the model prescribed by the Ministry of Finance;

c) The resolution of the Shareholders' Meeting approving the capital increase and the plan for issuing additional shares to increase the capital;

d) Underwriting agreements (if any);

đ) Confirmation opinions of the Supervisory Bank regarding the company's compliance with current laws, including securities investment companies and fund management companies (if applicable).

V. IMPLEMENTATION

1. This Circular takes effect fifteen days after its publication in the Official Gazette.

2. During implementation, if any difficulties arise, organizations and individuals involved are requested to report them to the Ministry of Finance for study, guidance, and resolution./.