Circular No. 202/2015/TT-BTC guiding the listing of securities on the Stock Exchange

MINISTRY OF FINANCE --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 202/2015/TT-BTC	Hanoi, December 18, 2015

CIRCULAR

GUIDELINES ON LISTING SECURITIES ON THE STOCK EXCHANGE

Pursuant to the Securities Law dated June 29, 2006;

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

Based on the Enterprise Law dated November 26, 2014;

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

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

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

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

The Minister of Finance issues this Circular guiding the listing of securities on the Stock Exchange.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular guides the conditions, documents, procedures for listing, changing listing, delisting, and relisting securities on the Stock Exchange.

Article 2. This Circular applies to the following entities:

a) Issuer;

b) Public company;

c) Stock Exchange, Vietnam Securities Depository;

d) Other agencies, organizations, and individuals related.

Article 2. Interpretation of Terms

In addition to the terms defined in Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law (hereinafter referred to as Decree No. 58/2012/NĐ-CP) and 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 (hereinafter referred to as Decree No. 60/2015/NĐ-CP), the following terms in this Circular shall be understood as follows:

1. Merger of enterprises means the case where two or more companies (hereinafter referred to as merged companies) merge into a new company (hereinafter referred to as the merging company), while ceasing the existence of the merged companies according to Article 194 of the Enterprise Law dated November 26, 2014.

2. Acquisition of enterprises means the case where one or more companies (hereinafter referred to as acquired companies) are acquired by another company (hereinafter referred to as the acquiring company) through transferring all assets, rights, obligations, and lawful interests to the acquiring company, while ceasing the existence of the acquired companies according to Article 195 of the Enterprise Law dated November 26, 2014.

3. Independent valuation organization means an auditing organization approved under Clause 4 and Clause 5 of this Article or a securities company with valuation functions or an independent valuation organization as prescribed by relevant laws and not being a related party of the entity being valued.

4. Auditing organization approved by the Ministry of Finance means an auditing organization approved by the Ministry of Finance to conduct audits, reviews of financial statements, financial information, and other reports of public interest entities according to the laws on independent auditing of public interest entities.

5. Auditing organization approved by the State Securities Commission means an auditing organization approved by the State Securities Commission to conduct audits, reviews of financial statements, financial information, and other reports of public interest entities in the securities sector according to the laws on independent auditing of public interest entities.

6. Company subject to mandatory delisting means a listed organization that has been notified by the Stock Exchange about the possibility of delisting or has issued a decision to delist according to Clauses 2 and 3 of Article 10 of this Circular.

7. Upcom Trading System means the trading system for unlisted securities organized by the Hanoi Stock Exchange.

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

Chapter II

LISTING OF SECURITIES AT THE STOCK EXCHANGE

Article 3. General provisions on the listing of securities on the Stock Exchange

1. Conditions for listing securities shall be implemented in accordance with the provisions of Decree No. 58/2012/ND-CP and Decree No. 60/2015/ND-CP, specifically as follows:

a) Conditions for listing securities at the Ho Chi Minh City Stock Exchange shall be implemented in accordance with Article 53 of Decree No. 58/2012/ND-CP, which has been amended by Clause 15 of Article 1 of Decree No. 60/2015/ND-CP;

b) Conditions for listing securities at the Hanoi Stock Exchange shall be implemented in accordance with Article 54 of Decree No. 58/2012/ND-CP.

2. The registration documents for listing securities on the Stock Exchange shall be carried out in accordance with Article 57 of Decree No. 58/2012/ND-CP and Clause 18 of Article 1 of Decree No. 60/2015/ND-CP, including:

a) The securities listing registration form for shares, bonds, investment fund certificates, and publicly traded securities companies' shares according to the models prescribed in Appendices 01(a), 01(b), 01(c), and 01(d) attached hereto;

b) The prospectus according to the models prescribed in Appendices 02, 03, and 04 attached hereto.

3. Information and data in the registration documents and the prospectus must be based on audited financial statements, specifically as follows:

a) Financial reports and audit reports for the equity section and paid-in capital of the organization registering for listing (change in listing registration) must be audited by an auditing organization approved by the State Securities Commission. For related organizations participating in mergers, acquisitions, or exchanges, financial reports must be audited in accordance with laws on independent auditing;

b) The audit opinion on the equity section and paid-in capital must be a full acceptance opinion. In cases where the audit opinion on the financial report is an acceptance with exceptions, the exception factor must not be the equity section or other significant sections such as cash, inventory, fixed assets, receivables, and payables;

c) Depending on the time of submitting the listing registration documents, the merged company, the receiving company after the acquisition process, or the listed company after the exchange may choose the most recent audited financial statement, but not more than six (06) months from the submission date, including the financial statement immediately after the merger, acquisition, or exchange; quarterly financial statement; semi-annual financial statement; or annual financial statement after the merger, acquisition, or exchange.

4. Return on Equity (ROE) is calculated as the ratio between net profit after tax and average equity of the enterprise in a year, wherein:

a) In the case where the organization registering for listing is a parent company, the net profit after tax indicator is the net profit after tax of the parent company determined in the consolidated financial statement. In the case of business type conversion activities during the year, the net profit after tax is the total net profit after tax of each phase in the year preceding the registration year, determined in the audited financial statement of each phase;

b) Average equity is the average of beginning-of-period and end-of-period equity based on the audited financial statement. In the case of business type conversion activities during the year, the equity indicator is the average of beginning-of-period and end-of-period equity of each phase of operation.

5. Regarding merger, acquisition, and share exchange activities:

a) The exchange ratio and method for determining the exchange ratio between participating companies in the merger, acquisition, or exchange must be confirmed by an independent valuation organization. In cases where there are differing opinions between the expected exchange ratio and the reasonable exchange ratio determined by the independent valuation organization, the Board of Directors must issue a written explanation and report to the Shareholders' Meeting for consideration and decision;

b) A company subject to mandatory delisting under points h, k, l, and m of Clause 1 of Article 60 of Decree No. 58/2012/ND-CP that participates in the merger, acquisition, or issuance of shares for exchange processes shall be eligible to register for listing or change in listing registration when it meets all the conditions for listing securities at the Ho Chi Minh City Stock Exchange as stipulated in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 of Article 1 of Decree No. 60/2015/ND-CP; or the conditions for listing securities at the Hanoi Stock Exchange as stipulated in Article 54 of Decree No. 58/2012/ND-CP.

Article 4. Conditions for listing securities of a consolidated company on the Ho Chi Minh City Stock Exchange

1. In cases where the companies being consolidated are already listed on the Ho Chi Minh City Stock Exchange, the consolidated company shall be eligible to register for listing on the Ho Chi Minh City Stock Exchange when it meets the conditions stipulated in Points a, c, d, đ, e Clause 1 Article 53 Decree No. 58/2012/ND-CP and has a positive Return on Equity (ROE).

2. In cases where a company listed on the Ho Chi Minh City Stock Exchange consolidates with a company not listed on the Ho Chi Minh City Stock Exchange (including companies listed on the Hanoi Stock Exchange), the consolidated company shall be eligible to register for listing on the Ho Chi Minh City Stock Exchange when it meets the provisions of Clause 1 Article 53 Decree No. 58/2012/ND-CP, except for the following conditions:

a) Having operated as a joint-stock company for at least two (02) years up to the date of registration for listing;

b) The business operations of the two consecutive years immediately preceding the year of registration for listing must be profitable.

3. In cases where the consolidation is carried out according to Clauses 1 and 2 of this Article, if the consolidated company meets the listing conditions on the Ho Chi Minh City Stock Exchange but does not wish to list on the Ho Chi Minh City Stock Exchange or does not meet the listing conditions on the Ho Chi Minh City Stock Exchange but meets the listing conditions on the Hanoi Stock Exchange, the consolidated company may register for listing on the Hanoi Stock Exchange. If the consolidated company is a public company and is not listed on either stock exchange, it must register for trading on the Upcom trading system.

4. In cases where all companies being consolidated have not been listed on the Ho Chi Minh City Stock Exchange, within three (03) months from the date of issuance of the business registration certificate, the consolidated company shall be eligible to register for listing on the Ho Chi Minh City Stock Exchange when:

a) The consolidated company meets the provisions stipulated in Points a, c, d, đ, e Clause 1 Article 53 Decree No. 58/2012/ND-CP; and

b) The companies being consolidated meet the provisions stipulated in Point b Clause 1 Article 53 Decree No. 58/2012/ND-CP, excluding the condition of operating as a joint-stock company.

After the three (03) month period from the date of issuance of the business registration certificate, the consolidated company shall be eligible to register for listing on the Ho Chi Minh City Stock Exchange when it fully meets the provisions of Article 53 Decree No. 58/2012/ND-CP.

5. In cases where consolidation is carried out according to Clauses 1, 2, and 4 of this Article, and there is a state-owned enterprise participating in the consolidation, and after consolidation, the state's capital accounts for 80% or more of the charter capital of the consolidated company, the listing conditions shall be implemented according to the relevant provisions of Clauses 1, 2, and 4 of this Article, except for the shareholder structure condition stipulated in Point d Clause 1 Article 53 Decree No. 58/2012/ND-CP.

6. The listing of bonds of the consolidated company shall be carried out in accordance with Clause 2 Article 53 Decree No. 58/2012/ND-CP; the listing of fund certificates of public funds after receiving consolidation shall be carried out in accordance with Clause 3 Article 53 Decree No. 58/2012/ND-CP which has been amended in Clause 15 Article 1 Decree No. 60/2015/ND-CP.

Article 5. Conditions for the listed securities of the company being merged to be listed on the Ho Chi Minh City Stock Exchange

1. In cases where both the merging company and the company being merged are already listed on the Ho Chi Minh City Stock Exchange, after the merger, the merging company may proceed with procedures to change its listing registration when:

a) Prior to the merger, both the merging company and the company being merged have positive Return on Equity (ROE); or

b) After the merger, the merging company has a positive ROE or an ROE greater than that of the company in the year immediately preceding the year of the merger;

c) In cases where the conditions specified in points a or b of this clause are not met, additional shares issued may only be registered for supplementary listing on the Ho Chi Minh City Stock Exchange one (01) year from the date the merging company receives its new business registration certificate.

2. In cases where the merging company is listed on the Ho Chi Minh City Stock Exchange, and the companies being merged are not listed on the Ho Chi Minh City Stock Exchange (including companies listed on the Hanoi Stock Exchange), after the merger, the merging company may change its listing registration when:

a) Prior to the merger, the merging company has a positive ROE, and the companies being merged meet the provisions of point b, Clause 1, Article 53 of Decree No. 58/2012/ND-CP, except for the condition of operating under the form of a joint-stock company; or

b) After the merger, the merging company has an ROE of 5% or higher, or a positive ROE that is greater than the ROE of the company in the year immediately preceding the year of the merger;

c) In cases where the conditions specified in points a or b of this clause are not met, and the additional capital issued for exchange results in an increase of no more than 50% of the subscribed charter capital (before issuance), then the additional shares issued may only be registered for supplementary listing on the Ho Chi Minh City Stock Exchange one (01) year from the date the merging company receives its new business registration certificate.

3. In cases of mergers regulated in Clause 2 of this Article, if after the merger, the merging company does not meet the conditions specified in points a and b of Clause 2 of this Article, and the additional capital issued for exchange results in an increase of more than 50% of the subscribed charter capital (before issuance), within six (06) months from the date of receiving the new business registration certificate, the merging company will be compulsorily delisted from the Ho Chi Minh City Stock Exchange and may be registered for listing on the Hanoi Stock Exchange if it meets the listing conditions on the Hanoi Stock Exchange as stipulated in Clause 4, Article 7 of this Circular, or registered for trading on the Upcom trading system if it does not list at both stock exchanges.

4. In cases where the merging company is not listed on the Ho Chi Minh City Stock Exchange, after the merger, the merging company must fully comply with the conditions specified in Clause 1, Article 53 of Decree No. 58/2012/ND-CP, including the requirement to have operated for at least two (02) years under the form of a joint-stock company since the establishment of the merging company.

5. In cases of mergers regulated in Clauses 1, 2, and 4 of this Article, where state-owned enterprises participate in the merger, and after the merger, the state's shareholding ratio in the merging company is 80% or more of the charter capital, the listing conditions shall be implemented according to the relevant provisions in points of Clauses 1, 2, and 4 of this Article, excluding the shareholder structure condition specified in point d, Clause 1, Article 53 of Decree No. 58/2012/ND-CP.

6. The listing of bonds of the merging company shall be carried out in accordance with the provisions of Clause 2, Article 53 of Decree No. 58/2012/ND-CP; the listing of fund certificates of public funds after the fund merger shall be carried out in accordance with the provisions of Clause 3, Article 53 of Decree No. 58/2012/ND-CP, which has been amended in Clause 15, Article 1 of Decree No. 60/2015/ND-CP.

Article 6. Conditions for listing securities of a consolidated company on the Hanoi Stock Exchange

1. In cases where all companies being consolidated are already listed (on the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange), the consolidated company must meet the conditions stipulated in Points a, c, d, đ Clause 1 Article 54 Decree No. 58/2012/ND-CP and have a positive Return on Equity (ROE).

2. In cases where a company listed on the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange consolidates with a non-listed company, the consolidated company may apply to list on the Hanoi Stock Exchange when meeting the conditions stipulated in Clause 1 Article 54 Decree No. 58/2012/ND-CP, except for the following conditions:

a) Having operated under the form of a joint-stock company for at least one (01) year up to the date of applying for listing;

b) The business operations of one (01) consecutive year immediately preceding the year of application for listing must be profitable.

3. A consolidated company as prescribed in Clauses 1 and 2 of this Article that is a public company not meeting the listing conditions shall register for trading on the Upcom Trading System.

4. In cases where all companies being consolidated are not listed on both stock exchanges, within three (03) months from the date of issuance of the business registration certificate, the consolidated company may apply to list on the Hanoi Stock Exchange if:

a) The consolidated company meets the provisions stipulated in Points a, c, d, đ Clause 1 Article 54 Decree No. 58/2012/ND-CP; and

b) The companies being consolidated meet the provisions stipulated in Point b Clause 1 Article 54 Decree No. 58/2012/ND-CP, excluding the condition of operating under the form of a joint-stock company.

After the three (03) month period from the date of issuance of the business registration certificate, the consolidated company may apply to list on the Hanoi Stock Exchange if it fully meets the provisions of Article 54 Decree No. 58/2012/ND-CP.

5. In cases where consolidation is carried out as prescribed in Clauses 1, 2, and 4 of this Article, and includes state-owned enterprises participating in consolidation, and after consolidation, the state's capital accounts for 85% or more of the charter capital of the consolidated company, the listing conditions shall be implemented according to the relevant provisions in Clauses 1, 2, and 4 of this Article, excluding the shareholder structure condition stipulated in Point c Clause 1 Article 54 Decree No. 58/2012/ND-CP.

6. The listing of bonds of the consolidated company shall be carried out in accordance with Clause 2 Article 54 Decree No. 58/2012/ND-CP.

Article 7. Conditions for listing securities of the acquiring company on the Hanoi Stock Exchange

1. In cases where the acquiring company is listed on the Hanoi Stock Exchange, the acquired company is listed (on the Hanoi Stock Exchange or Ho Chi Minh City), after the acquisition, the acquiring company may proceed with the procedures to change its listing registration when:

a) Prior to the merger, both the merging company and the company being merged have positive Return on Equity (ROE); or

b) After the merger, the merging company has a positive ROE or an ROE greater than that of the company in the year immediately preceding the year of the merger;

c) In cases where it does not meet the conditions stipulated in Point a or Point b of this clause, the additional shares issued may only be listed supplementary on the Hanoi Stock Exchange one (01) year from the date the acquiring company receives the new business registration certificate.

2. In cases where the acquiring company is listed on the Hanoi Stock Exchange, the acquired companies are non-listed companies, after the acquisition, the acquiring company may change its listing registration when:

a) Before the acquisition, the acquiring company has a positive ROE, and the acquired companies meet the provisions stipulated in Point b Clause 1 Decree No. 58/2012/ND-CP, excluding the condition of operating under the form of a joint-stock company; or

b) After the acquisition, the acquiring company has an ROE of five percent (05%) or higher; or has a positive ROE and is greater than the ROE of the company in the year immediately preceding the year of acquisition;

c) In cases where it does not meet the conditions stipulated in Point a or b of this clause, and the additional capital issued for exchange results in an increase of no more than fifty percent (50%) of the contributed charter capital (before issuance), then the additional shares issued may only be listed supplementary one (01) year from the date the acquiring company receives the new business registration certificate.

3. In cases where the enterprise merger is carried out as prescribed in Clause 2 of this Article, and after the acquisition, the acquiring company does not meet the conditions stipulated in Points a and b of Clause 2 of this Article, and the additional capital issued for exchange results in an increase of more than fifty percent (50%) of the contributed charter capital (before issuance), within six (06) months from the date of issuance of the new business registration certificate, the Hanoi Stock Exchange will cooperate with the Vietnam Securities Depository to carry out the procedures for mandatory delisting and registering for trading of the acquiring company on the Upcom Trading System.

4. In cases where the acquiring company is a non-listed company or is listed on the Ho Chi Minh City Stock Exchange, after the acquisition, the acquiring company must fully meet the conditions stipulated in Clause 1 Article 54 Decree No. 58/2012/ND-CP, including the condition of having operated under the form of a joint-stock company for at least one (01) year from the date of establishment of the acquiring company.

5. In cases where the merger is carried out as prescribed in Clauses 1, 2, and 4 of this Article, and includes state-owned enterprises participating in the merger, and after the merger, the state's capital accounts for 85% or more of the charter capital of the acquiring company, the listing conditions shall be implemented according to the relevant provisions in Clauses 1, 2, and 4 of this Article, excluding the shareholder structure condition stipulated in Point c Clause 1 Article 54 Decree No. 58/2012/ND-CP.

6. The listing of bonds of the acquiring company after the enterprise merger shall be carried out in accordance with Clause 2 Article 54 Decree No. 58/2012/ND-CP.

Article 8. Conditions for listing on the Stock Exchange of listed companies implementing share issuance to swap for shares, equity contributions in other enterprises, or debts of the issuer to creditors.

1. A listed company may register to list additional issued shares for swapping when its Return on Equity (ROE) after the swap reaches at least five percent (05%).

2. In cases where a listed company does not meet the provisions of Clause 1 of this Article:

a) If the additional capital issued for swapping results in an increase of no more than fifty percent (50%) of the paid-in registered capital (prior to issuance), the additional issued shares shall only be listed supplementally one (01) year from the completion date of the swap;

b) If the additional capital issued for swapping results in an increase exceeding fifty percent (50%) of the paid-in registered capital (prior to issuance), the listed company will be compulsorily delisted after the swap, and the Stock Exchanges will coordinate with the Vietnam Securities Depository to process registration for trading on the Upcom trading system.

Article 9. Procedures, formalities, and documents for registering for listing on the Stock Exchange.

1. Documents for initial registration for listing of shares:

a) Share listing registration form according to the model prescribed in Appendix No. 01(a) issued together with this Circular;

b) Documents as stipulated in Points b, đ, e, g, h, i, k of Clause 2 of Article 57 of Decree No. 58/2012/ND-CP, amended by Clause 18 of Article 1 of Decree No. 60/2015/ND-CP;

c) The shareholder register established within one (01) month prior to the submission of the listing registration documents, accompanied by a list of major shareholders, insiders, strategic shareholders, information disclosure representatives, and related groups of insiders and information disclosure representatives (quantity, holding ratio, restricted transfer period if applicable).

In cases where the issuing entity is a public company that has registered securities with the Vietnam Securities Depository, it must supplement a copy of the notification letter sent to the Vietnam Securities Depository regarding the registration of the record date for shareholders to establish the shareholder register.

d) Prospectus according to the model prescribed in Appendix No. 02 issued together with this Circular.

2. Prior to participating in a merger, a listed company must carry out delisting procedures in accordance with the rules of the Stock Exchange. After the merger, if the merged company meets the listing conditions specified in Articles 4 and 6 of this Circular, it may register for listing on the Stock Exchange. The listing registration documents for the merged company include:

a) In cases where the merged company meets the listing conditions stipulated in Clauses 1 and 2 of Article 4 and Clauses 1 and 2 of Article 6 of this Circular:

- Documents as stipulated in Clause 1 of this Article;

- Minutes of meetings and resolutions of the General Meeting of Shareholders approving the merger plan, along with a certified copy of the merger contract in accordance with the law; independent valuation organization's opinion on the exchange ratio, explanatory documents, and the Board of Directors' commitment regarding the presentation of different opinions (if any) between the actual exchange ratio and the exchange ratio determined by the independent valuation organization to the General Meeting of Shareholders for voting;

- Approval document from the competent state agency regarding the merger (in cases requiring approval from the competent state agency).

b) Within six (06) months from the date of obtaining the business registration certificate, the merged company meeting the listing conditions stipulated in Clauses 1 and 2 of Article 4 and Clauses 1 and 2 of Article 6 of this Circular must complete the listing registration procedures on the Stock Exchange. If the company fails to complete these procedures within the above time limit, it must complete the registration for trading on the Upcom trading system within the following six (06) months.

c) In cases where the merged company meets the conditions stipulated in Clause 4 of Article 4 and Clause 4 of Article 6 of this Circular:

- Listing registration documents as stipulated in Point a of this Clause;

- A copy of the business registration certificate of the merged company.

d) If the merged company, as stipulated in Clause 4 of Article 4 and Clause 4 of Article 6 of this Circular, does not complete the listing registration procedures within three (03) months from the date of obtaining the business registration certificate, it must follow the listing procedures stipulated in Clause 1 of this Article.

3. Documents for changing the listing registration of shares of the company receiving absorption.

a) Within one (01) month from the date of obtaining the new business registration certificate, the company receiving absorption that meets the provisions of Point a of Clause 1 of Article 5 and Point a of Clause 1 of Article 7 of this Circular must submit documents for changing the listing registration. The documents include:

- Application for changing the listing registration according to the model prescribed in Appendix No. 05 issued together with this Circular;

- A copy of the Certificate of Registration for Securities Offering or other documents issued by the State Securities Commission in case of additional share issuance;

- Minutes of meetings and resolutions of the General Meeting of Shareholders approving the absorption plan, along with a certified copy of the absorption contract in accordance with the law; independent valuation organization's opinion on the exchange ratio, explanatory documents, and the Board of Directors' commitment regarding the presentation of different opinions (if any) between the actual exchange ratio and the exchange ratio determined by the independent valuation organization to the General Meeting of Shareholders for voting;

- Approval document from the competent state agency regarding the absorption (in cases requiring approval from the competent state agency);

- Audited annual financial reports of the company receiving absorption and the absorbed company before the year of absorption;

- An audit report on the contributed registered capital established after the absorption.

b) Within six (06) months from the date of obtaining the new business registration certificate, the company receiving absorption that meets the provisions of Point b of Clauses 1 and 2 of Article 5 and Point b of Clauses 1 and 2 of Article 7 of this Circular must submit documents for changing the listing registration. The documents include:

- The filing for changing the listing registration pursuant to point a of this clause, except for the audited annual or semi-annual financial report immediately preceding the time of merger of the merging company, the merged company, and the report on the equity section that has been audited;

- The audited financial report prepared immediately after the merger time or the quarterly financial report, or the semi-annual financial report, or the annual financial report prepared after the merger time of the merging company.

- In cases where the Return on Equity (ROE) of the merging company is reviewed after the merger with its ROE in the year immediately preceding the year of the merger, the filing for changing the listing registration must include the audited annual financial report of the merging company in the year immediately preceding the year of the merger.

c) Within one (01) month from the date of issuance of the new business registration certificate, the merging company must submit the filing for changing the listing registration if it meets the listing conditions stipulated in point a of Clause 2 Article 5 and point a of Clause 2 Article 7 of this Circular. The filing includes:

- The filing for changing the listing registration pursuant to point a of this clause;

- The audited annual financial reports of two (02) consecutive years immediately preceding the year of the merger (for cases of changing the listing registration at the Ho Chi Minh City Stock Exchange) or one (01) year immediately preceding the year of the merger (for cases of changing the listing registration at the Hanoi Stock Exchange) of the merged company;

- A copy of the business registration certificate of the merged company. d) Within one (01) year from the date of issuance of the new business registration certificate and within one (01) month thereafter, the merging company must submit the filing for changing the listing registration if it meets the requirements stipulated in point c of Clauses 1 and 2 of Article 5 and point c of Clauses 1 and 2 of Article 7 of this Circular. The filing includes:

- The filing for changing the listing registration pursuant to point a of this clause, excluding the audited financial report of the merging company and the merged company for the year immediately preceding the year of the merger.

đ) After the merger, the merging company must submit the filing for listing registration if it meets the requirements stipulated in Clause 4 of Article 5 and Clause 4 of Article 7 of this Circular, according to the provisions of Clause 1 of this Article.

4. Within six (06) months from the completion date of the share swap, the listed company that implements the share swap as stipulated in Clause 1 of Article 8 of this Circular must submit the filing for changing the listing registration to list additional shares issued for the swap. The filing includes:

a) The filing for changing the listing registration pursuant to Clause 2 of Article 59 of Decree No. 58/2012/ND-CP amended by Clause 19 of Article 1 of Decree No. 60/2015/ND-CP,

b) The opinion of an independent valuation organization regarding the swap ratio, explanatory documents, and the board of directors' commitment to have submitted the shareholders' meeting for voting on any differences between the actual swap ratio and the swap ratio determined by the independent valuation organization (if any);

c) The audited financial report prepared immediately after the issuance of shares for the swap or the semi-annual financial report, or the annual financial report prepared after the swap.

5. Within one year from the completion date of the swap and within one (01) month thereafter, the listed company that implements the share swap as stipulated in point a of Clause 2 of Article 8 must submit the filing for changing the listing registration pursuant to point d of Clause 3 of this Article to list additional shares issued for the swap.

6. Within thirty (30) days from the completion date of the offering, including public offerings or private placements (excluding share swaps in mergers as stipulated in Articles 5, 7, and share swaps, capital contributions, or debts as stipulated in Article 8 of this Circular), the public company must change the listing registration to list additional shares offered. The filing for changing the listing registration shall be carried out in accordance with Clause 2 of Article 59 of Decree No. 58/2012/ND-CP amended by Clause 19 of Article 1 of Decree No. 60/2015/ND-CP. The procedures and formalities shall be implemented in accordance with the Listing Regulations of the Stock Exchange.

7. The filing for listing bond registration includes:

a) The filing for listing bond registration pursuant to points b, c, đ, e, g, h, i of Clause 3 of Article 57 of Decree No. 58/2012/ND-CP;

b) The listing registration form according to the model prescribed in Appendix 01 (b) accompanying this Circular;

c) The prospectus according to the model prescribed in Appendix 02 accompanying this Circular.

8. The filing for listing registration of public fund certificates and securities investment companies' stocks includes:

a) The filing for listing registration of public fund certificates and securities investment companies' stocks pursuant to points b, c, đ, e, g, h of Clause 4 of Article 57 of Decree No. 58/2012/ND-CP amended by Clause 18 of Article 1 of Decree No. 60/2015/ND-CP;

b) The listing registration form according to the model prescribed in Appendices 01 (c) and 01 (d) accompanying this Circular;

c) The prospectus according to the model prescribed in Appendices 03 and 04 accompanying this Circular.

9. The filing for listing registration and changing the listing registration as stipulated in this Article must be made in one (01) original set accompanied by one (01) electronic data set, submitted directly or through postal service to the Stock Exchange.

10. Except for the case of changing the listing registration as stipulated in Clause 6 of this Article, for other cases of listing registration and changing the listing registration, within thirty (30) days from the date of receipt of complete and valid files, the Stock Exchange is responsible for approving or rejecting. In case of rejection, the Stock Exchange must respond in writing and specify the reasons.

11. An organization approved for listing must put securities into trading within ninety (90) days from the date of approval by the Stock Exchange. After this period, the approval decision of the Stock Exchange becomes automatically invalid.

12. A state-owned enterprise that transforms into a joint-stock company through a public offering of shares and meets the listing conditions stipulated in Clause 1 of Article 53 or Clause 1 of Article 54 of Decree No. 58/2010/ND-CP must:

a) Complete its obligations to report and disclose information about the results of the share offering, securities registration, and trading registration on the Upcom trading system in accordance with the laws governing trading on the system for unlisted securities.

b) During the period of trading registration on the Upcom trading system, the enterprise may simultaneously submit an application for listing registration in accordance with the provisions of Clause 1 of this Article.

Article 10. Compulsory delisting

1. Cases of compulsory delisting shall be implemented according to the provisions of Clause 1 of Article 60 of Decree No. 58/2012/ND-CP amended by Clause 20 of Article 1 of Decree No. 60/2015/ND-CP and failing to meet the listing conditions due to merger, acquisition, or exchange as provided for in Articles 4, 5, 6, 7, and 8 of this Circular.

2. The stock exchange shall notify the listed organization and publish information when it discovers that listed securities have the potential to be delisted according to the provisions of points a, b, d, đ, h, k, l, m of Clause 1 of Article 60 of Decree No. 58/2012/ND-CP and request the listed organization and fund management companies to provide detailed reports (if necessary).

3. In cases where delisting is mandatory, the stock exchange shall issue a decision to delist and publish the information on the market. Securities subject to delisting shall continue to trade for a period of one (01) month from the date of the Delisting Decision, except in cases where delisting is for trading registration on the Upcom trading system due to non-compliance with listing conditions as stipulated in Articles 3, 4, 5, 6, 7, and 8 of this Circular.

Article 11. Voluntary delisting

1. Conditions for voluntary delisting shall be carried out according to the provisions of point a of Clause 2 of Article 60 of Decree No. 58/2012/ND-CP amended by Clause 20 of Article 1 of Decree No. 60/2015/ND-CP; wherein the voting ratio of shareholders who are not major shareholders is calculated based on the number of votes of shareholders who are not major shareholders of the company in the list of shareholders entitled to attend the General Meeting of Shareholders or the list of shareholders sent ballots under the form of soliciting opinions from shareholders in writing.

2. Organizations applying for voluntary delisting pursuant to Clause 1 of this Article must submit one (01) set of application documents for delisting in accordance with the provisions of point b of Clause 2 of Article 60 of Decree No. 58/2012/ND-CP directly or via postal service to the stock exchange, accompanied by a plan to resolve shareholder rights after delisting approved by the General Meeting of Shareholders.

3. Within fifteen (15) working days from the date of receipt of complete and valid documents including the report completing the plan to resolve shareholder rights, the stock exchange shall issue a decision approving the delisting of securities. If rejected, the stock exchange shall issue a document explaining the reasons.Supplement

Article 12. Re-listing Registration

1. Organizations whose securities were delisted according to Articles 10 and 11 of this Circular may only apply for re-listing twelve (12) months from the date of delisting if they meet the conditions stipulated in Article 53 of Decree No. 58/2012/ND-CP amended by Clause 15 of Article 1 of Decree No. 60/2015/ND-CP or Article 54 of Decree No. 58/2012/ND-CP, except in cases of delisting at the Hanoi Stock Exchange due to approval of listing at the Ho Chi Minh City Stock Exchange or vice versa.

2. The procedures and documents for re-listing registration shall be carried out in accordance with the provisions of Clause 1 of Article 9 of this Circular.

Chapter III

IMPLEMENTING PROVISIONS

Article 13. Implementation Provisions

1. This Circular takes effect from March 1, 2016, replacing Circular No. 73/2013/TT-BTC dated May 29, 2013, issued by the Minister of Finance guiding certain provisions regarding securities listing under Decree No. 58/2012/ND-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.

2. Based on the provisions of this Circular, the stock exchanges shall promulish operational regulations after obtaining the approval of the State Securities Commission.

Article 14. Implementation Organization

The stock exchanges, Vietnam Securities Depository, and related agencies, organizations, and individuals are responsible for implementing this Circular./.

Place of Receipt: - Office of the Government - Office of the General Secretary; - Central Party Office and Party Committees; - National Assembly's Office; - President's Office; - State Audit Office; Official Gazette; Government Website; - Ministries, agencies equivalent to ministries, and government agencies; - Central Agencies of Mass Organizations; - Provincial People's Councils and People's Committees under central jurisdiction; - Supreme People's Procuracy, Supreme People's Court; - State Audit Agency; - Official Gazette; Government website; - Legal Document Review Department - Ministry of Justice; - Ministry of Finance website - To be filed: VT, SSC.

Deputy Minister DEPUTY MINISTER Tran Xuan Ha

Appendix No. 01 (a)

APPLICATION FOR LISTING OF SHARES

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
----------------

APPLICATION FOR LISTING OF SHARES

Shares:... (name of shares)

Share code (if applicable)

To: Stock Exchange ...

I. Introduction of the organization applying for listing:

1. Name of the organization applying for listing (full name):

2. English name (if there is)

3. Abbreviation (if there is):

4. Registered charter capital:

5. Contributed charter capital:

6. Head office address:

7. Telephone: Fax:

8. Bank account opening place: Account number:

9. Legal basis for business operations:

- Business Registration Certificate No.: ... issued by ... on ..., or License for Establishment and Operation No.: ... issued by ... on ....

- Main business: Code:

- Main products/services:

II. Shares applied for listing:

1. Name of shares:

2. Type of shares:

3. Par value of shares: VND

4. Expected listing price: VND

5. Number of shares applied for listing: shares

6. Expected listing time:

7. Ratio of shares applied for listing to total issued shares:

III. Related parties:

1. Listing advisory organization

2. Financial statement auditing organization

3. Other organizations (if any)

IV. Commitment of the organization applying for listing:

We hereby ensure that the data in this application are complete and true, not false or incomplete data that could cause loss to shareholders. We commit to:

Studying thoroughly and strictly implementing all securities and securities market laws and accepting all forms of handling if we violate the above commitments.

V. Attached documents:

1. Decision of the General Meeting of Shareholders approving the listing of shares;

2. The Shareholder Register of the organization applying for listing must be established within one month prior to the submission of the listing registration dossier. The Shareholder Register must include a list of major shareholders, insiders, information disclosure officers, strategic shareholders (number, holding ratio, restricted transfer period if applicable).

3. A prospectus in the format prescribed by the Ministry of Finance.

4. Commitments from shareholders who are members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), Chief Accountant, and commitments from major shareholders who have related parties with members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), and Chief Accountant of the company to hold 100% of their shares for six months from the date of listing and 50% of these shares for the following six months.

5. Listing advisory contract (if any).

6. Certificate of commitment to limit the participation ratio of foreign parties according to the legal provisions applicable to specific business sectors (if any).

7. List of related parties to members of the Board of Directors, Management Board, Supervisory Board, and Chief Accountant (or financial director, head of accounting department).

8. Certificate from the Securities Depository Center regarding the registration and centralized custody of the organization's shares.

9. Approval document from the State Bank for joint-stock credit institutions.

10. Other documents (if any).

No.: No.: ... / ...-DA (Name of the organization applying for listing) LEGAL REPRESENTATIVE OF THE LISTING ORGANIZATION (Signature, full name, and stamp)

Appendix No. 01 (b)

APPLICATION FOR BOND LISTING

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
----------------

APPLICATION FOR BOND LISTING

Bonds:... (name of bond)

To: Stock Exchange ...

I. Introduction of the organization applying for listing:

1. Name of the organization applying for listing (full name):

2. English Name (if applicable):

3. Abbreviation (if there is):

4. Registered charter capital:

5. Contributed charter capital:

6. Head office address:

7. Telephone: Fax:

8. Bank account opening place: Account number:

9. Legal basis for business activities

- Business Registration Certificate No.: ... issued by ... on ..., or

License for establishment and operation No.: ... issued by ... on ....

- Main business: Code:

- Main products/services:

II. Listed Bonds:

1. Bond Name:

2. Type of Bond:

3. Bond Term: ... years

4. Interest Payment Period:

5. Nominal Interest Rate:

6. Par Value of Bond: VND

7. Expected Listing Price: VND

8. Number of Bonds to be listed: bonds

9. Expected Listing Date:

10. Ratio of Bonds to be listed to total issued Bonds:

III. Related parties:

1. Listing advisory organization

2. Financial statement auditing organization

3. Other organizations (if any)

IV. Commitment of the Organization Applying for Listing:

We hereby guarantee that the data in this application are complete and true, not false or incomplete data that may cause damage to bond purchasers. We commit to:

Studying thoroughly and strictly implementing all securities and securities market laws and accepting all forms of handling if we violate the above commitments.

V. Attached documents:

1. Decision approving the bond listing by the Board of Directors or convertible bond listing by the Shareholders' Meeting (for joint-stock companies), bond listing by the Members' Council (for limited liability companies with two or more members) or the Sole Owner (for single-member limited liability companies);

2. The Bondholder Register of the organization applying for listing;

3. A prospectus in the format prescribed by the Ministry of Finance.

4. Commitment to fulfill the obligations of the organization applying for listing towards investors, including payment conditions, debt-to-equity ratio, conversion conditions (in case of convertible bond listing), and other conditions;

5. Guarantee of payment or valuation statement of collateral assets, accompanied by valid documents proving legal ownership and insurance contracts (if any) for such assets in case of secured bond listing. Collateral assets must be registered with the competent authority;

6. Contract between the issuer and the representative of bondholders;

7. Certificate from the Securities Depository Center regarding the registration and centralized custody of the organization's bonds;

8. Approval document from the State Bank for joint-stock credit institutions;

9. Other documents (if any).

No.: No.: ... / ...-DA (Name of the listed organization) LEGAL REPRESENTATIVE OF THE LISTING ORGANIZATION (Signature, full name, and stamp)

Appendix No. 01 (c)

APPLICATION FOR LISTING OF MUTUAL FUND CERTIFICATES

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
----------------

APPLICATION FOR LISTING OF MUTUAL FUND CERTIFICATES

Certificates:... (name of mutual fund certificate)

To: Stock Exchange ...

I. Introduction of the Organization Applying for Mutual Fund Certificate Listing:

1. Name of the Mutual Fund Management Company (full name)

2. English name (if there is)

3. Abbreviation (if there is):

4. Registered Capital:

5. Main Office Address:

6. Telephone: Fax: Website:

7. Bank Account Opening Place: Account Number:

8. Establishment and Operation License No. ... issued by the SEC on ... month ... year

9. Mutual Fund Management License No.:... on ... month ... year.....

II. Introduction of the Mutual Fund Applying for Listing

1. Fund Name: (full name):

2. English Name (if any)

3. Abbreviation (if there is):

4. Type of Fund

5. Main Office Address:

6. Telephone: Fax: Website:

7. Bank Account Opening Place: Account Number:

8. Public Offering of Mutual Fund Certificates License No.: on ... month ... year... issued by the SEC

9. Mutual Fund Establishment Registration Certificate No.: on ... month ... year ... issued by the SEC

10. Registered Capital of the Fund:

11. Fund Closure Date:

12. Duration of Fund Operation:

III. Mutual Fund Certificates to be Listed:

1. Certificate Name:

2. Type of Certificate:

3. Number of Certificates to be Listed: certificates

4. Par Value of Certificate: VND

5. Expected Listing Price: VND/certificate

6. Expected listing time:

7. Ratio of Certificates to be Listed to Total Issued Certificates:

IV. Related Parties:

1. Listing advisory organization

2. Financial statement auditing organization

3. Supervising Bank

4. Other Organizations (if any)

V. Commitment of the Organization Applying for Listing:

We hereby guarantee that the data in this application are complete and true, not false or incomplete data that may cause damage to mutual fund certificate purchasers. We commit to:

Studying thoroughly and strictly implementing all securities and securities market laws and accepting all forms of handling if we violate the above commitments.

VI. Attached Documents:

1. Investor Register Holding Mutual Fund Certificates;

2. Mutual Fund Charter in the format prescribed by the Ministry of Finance and the Supervision Agreement approved by the Investors' Meeting;

3. A prospectus in the format prescribed by the Ministry of Finance.

4. List and brief resumes of Mutual Fund Board Members; written commitments from independent members of the Mutual Fund Board regarding their independence from the Mutual Fund Management Company and the Supervising Bank;

5. Commitment from Mutual Fund Board Members to hold 100% of their mutual fund certificates or shares for six months from the date of listing and 50% of these certificates for the following six months;

6. Investment Performance Report of the Fund up to the listing registration date, confirmed by the Supervising Bank;

7. Certificate from the Securities Depository Center regarding the registration and centralized custody of the Mutual Fund's certificates.

8. Other documents (if any).

No.: No.: ... / ...-DA (Name of the listed organization) TM. MUTUAL FUND MANAGEMENT COMPANY GENERAL MANAGER (Signature, full name, and stamp)

Appendix No. 01 (d)

APPLICATION FOR LISTING OF SHARES OF A PUBLIC JOINT STOCK COMPANY INVESTMENT SECURITIES

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
----------------

APPLICATION FOR LISTING OF SHARES OF A PUBLIC JOINT STOCK COMPANY INVESTMENT SECURITIES

Shares:... (name of shares)

To: Stock Exchange ...

I. Introduction of the organization applying for listing:

1. Name of the organization applying for listing (full name):

2. English Name (if applicable):

3. Abbreviation (if there is):

4. Registered Capital:

5. Main Office Address:

6. Telephone: Fax:

7. Place where account is opened:

8. Account number:

9. License for establishment and securities investment business number... dated... month... year...

II. Shares to be listed:

1. Name of shares:

2. Type of shares:

3. Par value of shares: VND

4. Expected listing price: VND/share

5. Number of shares applied for listing: shares

6. Expected listing time:

7. Ratio of shares applied for listing to total issued shares:

III. Related parties:

1. Listing advisory organization

2. Financial statement auditing organization

3. Other organizations (if any)

IV. Commitment of the Organization Applying for Listing:

We hereby ensure that the data in this application are complete and true, not false or incomplete data that could cause loss to shareholders. We commit to:

Studying thoroughly and strictly implementing all securities and securities market laws and accepting all forms of handling if we violate the above commitments.

V. Attached documents:

1. Shareholder register of the public joint stock company investment securities;

2. Charter of the public joint stock company investment securities according to the model prescribed by the Ministry of Finance and the Supervisory Contract approved by the General Meeting of Shareholders;

3. A prospectus in the format prescribed by the Ministry of Finance.

4. Commitment of shareholders who are members of the Board of Directors, Supervisory Board, General Director (Chairman), Deputy General Director (Deputy Chairman), Chief Accountant, major shareholders related to members of the Board of Directors, Supervisory Board, General Director (Chairman), Deputy General Director (Deputy Chairman) and Chief Accountant (if any) of the public joint stock company investment securities to hold 100% of the shares owned by themselves for six months from the date of listing and 50% of these shares for the next six months;

5. Investment results report of the public joint stock company investment securities up to the date of application for listing, certified by the supervising bank;

6. Certificate from the Securities Depository Center regarding the registration of the public joint stock company investment securities' shares for centralized custody;

7. Other documents (if any).

No.: No.: ... / ...-DA (Name of the organization applying for listing) LEGAL REPRESENTATIVE OF THE LISTING ORGANIZATION (Signature, full name, and stamp)

Appendix No. 02

MODEL OF THE PROSPECTUS FOR LISTING OF SHARES/BONDS ON THE SECURITIES EXCHANGE

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

(cover page)

THE SECURITIES EXCHANGE'S REGISTRATION OF LISTING OF SECURITIES ONLY MEANS THAT THE LISTING OF SECURITIES HAS BEEN IMPLEMENTED IN ACCORDANCE WITH THE RELEVANT LAWS AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE SECURITIES. ANY STATEMENTS CONTRARY TO THIS ARE ILLEGAL.

PROSPECTUS

COMPANY: ABC

(Business Registration Certificate number... issued by... on... month... year... or License for Establishment and Operation number:... issued by... on...)…...)

LISTING OF SHARES (BONDS)
ON THE SECURITIES EXCHANGE...

(Listing Registration Decision number:.../SGD...- QĐ issued by... on... month... year...)

This prospectus and supplementary documents will be available at:...

Responsible for information disclosure:

Name:...Phone number:...Position:...

(cover page)

COMPANY: ABC

(Business Registration Certificate number... issued by... on... month... year...)

(Clearly state the main office address, phone number, fax, email, website of the company)

LISTING OF SHARES (BONDS)
ON THE SECURITIES EXCHANGE...

Name of share/bond:

Type of share/bond:

Share/bond code (if applicable):

Maturity date(for bonds):

Interest rate (for bonds):

Interest payment period (for bonds):

Par value:

Total quantity listed:

Total listed value (based on par value):

AUDITING ORGANIZATION:

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

ADVISORY ORGANIZATION:

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

(cover page)

2.4.4. Support for Multi PLP

	Page
I. Factors affecting the price of listed securities II. Persons primarily responsible for the contents of the Prospectus III. Definitions IV. Situation and characteristics of the listed organization V. Listed securities VI. Related parties involved in the listing VII. Appendices

CONTENTS OF THE PROSPECTUS

I. RISK FACTORS

(Detailed analysis of the impact of risk factors on the price of listed securities)

1. For organizations that are not credit institutions or non-bank financial institutions:

1.1. Economic risks

1.2. Legal risks

1.3. Specific risks (industry, company, field of operation)

1.4. Other risks (unforeseeable risks such as natural disasters, enemy attacks, etc.)

2. For credit institutions and non-bank financial institutions:

2.1. Economic risks:

a. Interest rate risk: (Analysis of the situation of deposits and loans, the difference between deposit and loan terms, and how interest rate fluctuations have affected the value of deposits and loans)

b. Credit risk: (Analysis of potential risks arising from some companies being unable to repay their loans due to specific reasons)

c. Foreign exchange risk: (How exchange rate fluctuations have affected the value of foreign currency assets and liabilities. The net result of these effects is favorable or unfavorable)

d. Settlement risk: (Analysis of the possibility of large-scale sudden withdrawals by depositors and the bank's ability to ensure cash to meet regular and sudden withdrawal demands (especially sudden demands) of customers)

e. Risk from off-balance sheet activities: (Analysis of forward transactions, loan commitments, standby letters of credit that may affect the bank's financial situation)

2.2. Legal risks:

2.3. Industry risks:

2.4. Other risks: (Unforeseeable risks such as natural disasters, enemy attacks, etc.)

II. PERSONS PRIMARILY RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. Listed organization

Mr./Ms.:... Position: Chairman of the Board of Directors

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

Mr./Ms.:... Position: Deputy General Director (Deputy Chairman) related to the listing registration.

Mr./Ms.:... Position: Chief Accountant or Financial Director

Mr./Ms.:... Position: Head of the Supervisory Board

We guarantee that the information and data in this Prospectus are consistent with the facts we know or have reasonably investigated and collected.

2. Advisory Organization

Legal representative: Mr./Ms.:...

Position: ...

Business Registration Number:...

This Prospectus is part of the listing registration file prepared by [name of advisory organization] based on an advisory contract (if any) with [name of listed organization]. We guarantee that the analysis, evaluation, and selection of language in this Prospectus have been carried out reasonably and carefully based on the information and data provided by [name of listed organization]. provide.

III. DEFINITIONS

(Definitions of terms, abbreviations, or phrases that may be misunderstood or unclear as presented in the Prospectus)

IV. SITUATION AND CHARACTERISTICS OF THE LISTED ORGANIZATION

1. Summary of formation and development process:

1.1. General introduction to the listed organization

1.2. Formation and development process

1.3. Process of increasing registered capital

…

2. Corporate structure (and group structure if applicable) (represented by a diagram and accompanied by an explanation)

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

4. List of shareholders (name, address, ID number, business registration number if applicable) holding more than 5% of the company's share capital; List of founding shareholders and their shareholding ratio (if restrictions on transferability remain effective); shareholder structure (domestic and foreign organizations and individuals and their holding ratios);

5. List of parent companies and subsidiaries of the organization applying for listing, companies that the organization applying for listing currently controls or holds controlling stakes in, and companies that control or hold controlling stakes in the organization applying for listing, including: name, address, business sector, registered charter capital, contributed charter capital; registered capital/contributed capital of the organization applying for listing, holding ratio of the controlling shareholder...

6. Business activities

6.1. For organizations that are not credit institutions or non-bank financial institutions:

6.1.1. Product/output/service value over the years (ratio of each type of product/service in revenue, profit)

6.1.2. Raw materials

- Sources of raw materials;

- Stability of these supply sources;

- Impact of raw material prices on revenue and profit.

6.1.3. Production costs (high or low, competitive or not?), ratio of each type of cost/revenue

6.1.4. Technological level

6.1.5. Situation regarding research and development of new products - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

6.1.6. Quality control situation for products/services

- Quality management system currently in use;

- Company's quality inspection department.

6.1.7. Marketing activities

6.1.8. Trademarks, invention patents, and copyright registrations

6.1.9. Major contracts being implemented or signed (name, value, implementation period, product, contract partner)

6.2. For credit institutions and non-bank financial institutions:

6.2.1. Main business sectors of the company:

- Types and quality of products/services;

- Capital raising (Capital structure, proportion of domestic and foreign raised capital of the organization applying for listing in the last two to three years)

- Credit operations (Effectiveness, safety margin, total loan balance, non-performing loan ratio, interest rate risk, classification... in the last two to three years)

- Foreign exchange and payment operations (Situation of foreign exchange and payment operations, domestic and international payment services in the last two to three years)

- Agency banking operations - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

6.2.2. Risk management and capital preservation;

6.2.3. Market operations

- Branch network

- Customer network and services provided to customers

- Market share and competitiveness

6.2.4. Development projects of business activities currently underway.

7. Report on business operation results

7.1. Summary of some key indicators of production and business activities of the company in the two (02) most recent years and the most recent quarter (if available).

- Business operation results

Index	Year X-1	Year X	% increase/decrease	Most recent quarter
* For organizations that are not credit institutions or non-bank financial institutions: Total asset value Capital (billion VND) Net Sales Revenue Profit from business operations Other income Pre-tax profit Profit after tax Dividend payout ratio Post-tax profit ratio to equity * For credit institutions and non-bank financial institutions: Total asset value Capital (billion VND) Revenue Taxes and other payments Pre-tax profit Profit after tax Post-tax profit ratio to equity

(In case the organization applying for listing is a parent company, the production and business activity performance indicators are based on the parent company's financial report and consolidated financial report).

- Other indicators (depending on the specific characteristics of the industry and the company to clarify business operation results in the past two years)

- Audit opinion, handling and corrective measures up to the time of application for listing (if any).

7.2. Factors affecting the company's production and business activities in the reporting year (Clearly state favorable and unfavorable factors significantly impacting the company's business situation in the reporting year. If the company's business situation has declined, the reasons must be clearly explained)

8. The company's position compared to other businesses in the same industry

- The company's position in the industry;

- Industry growth prospects;

- Financial and business activity comparison with other companies in the same industry;

- Evaluation of the alignment of the company's development direction with the industry's direction, state policy, and global trends.

9. Labor policy

- Number of employees in the company

- Training, salary, bonus, subsidy policies, etc.

10. Dividend policy (in case of stock - clearly state the dividend ratio in the past two years, related dividend payment policies, clearly state dividend payments over the years and interim dividend payments up to the latest date (if any) or borrowing policy within the bond term, priority order of bond repayment in the organization's debt portfolio when listing bonds (in case of bond listing)

11. Financial operation status

11.1. For organizations that are not credit institutions or non-bank financial institutions:

11.1.1 Basic indicators (in the most recent year)

- Depreciation of fixed assets: (in accordance with regulations? Are there any changes in depreciation policy?)

- Average wage: (compared to the average wage of other companies in the same industry in the same region?)

- Payment of due debts: (are all debts paid on time and in full?)

- Statutory payments: (are they made in accordance with the law?)

- Establishment of statutory reserves: (are they established in accordance with the Articles of Association and the law?)

- Total loan debt: (specify overdue debt, total guaranteed debt (if any), short-term or medium-term and long-term overdue debt, reasons for overdue debt, recovery potential)

- Current accounts receivable and payable situation: (total accounts receivable, total accounts payable)

11.1.2 Key financial indicators (depending on the industry)

Indicators	Year X - 1	Year X	Remarks
Indicators of solvency + Short-term solvency ratio: Current assets/Short-term liabilities + Quick solvency ratio: Current assets - Inventory Short-term liabilities
Indicators of capital structure + Debt-to-assets ratio + Debt-to-equity ratio
Indicators of operational capacity + Inventory turnover: Cost of Goods Sold Average inventory + Net sales/average total assets Indicators of profitability + Net profit margin/net sales + Return on equity/average equity + Return on assets/average total assets + Operating profit margin/net sales

(In case the registering entity for listing is the parent company, financial indicators shall be based on the parent company's report and consolidated financial statements)

11.2. For credit institutions and non-bank financial institutions:

Index	Year X - 1	Year X	Remarks
1. Capital scale
- Charter capital
- Total assets
- Capital safety ratio
2. Business performance results
- Deposit mobilization revenue
- Loan revenue
- Debt collection revenue
- Overdue debt
- Non-performing debt
- Capital utilization ratio
- Ratio of overdue guaranteed debt to total guaranteed balance
- Ratio of overdue debt to total debt
- Ratio of non-performing debt to total debt
3. Liquidity capacity
- Immediate payment capacity
- General payment capacity

(The calculation of these ratios shall be carried out in accordance with Decision No. 06/2008/QĐ-NHNN dated March 12, 2008 issued by the Governor of the State Bank of Vietnam on the classification of joint-stock commercial banks).

12. Board of Directors, Management Board, Supervisory Board, Chief Accountant

- List [Name, age, ID number]

- Curriculum vitae, including the following contents:

+ Current position (time served up to the present date), positions held in other organizations, previous roles undertaken, qualifications;

+ Securities ownership of themselves and related parties within the registering entity for listing;

+ Debts owed to the company (if any) (applicable for stock listing);

+ Remuneration and other benefits (if any);

+ Related interests to the listed organization (if any).

13. Assets (Factories, assets owned by the company)

14. Production and business plan, profit and dividend for the next year (applicable for stock listing)

Index	Year X+1
	Value, %	% increase/decrease compared to Year X
Net revenue (send a text message Loan revenue for credit institutions)
Profit after tax
Capital (billion VND)
Post-tax profit/net revenue ratio
Post-tax profit/net asset ratio
Dividend

- Specify the basis for achieving the aforementioned profit and dividend plans.

- Investment plan, projects approved by the Board of Directors and Shareholders' Meeting.

- Plan to increase registered capital (if any)

15. Evaluation of the advisory organization regarding the profit and dividend plan.

16. Information about commitments that have not been fulfilled by the registering entity for listing (information on convertible bonds, and information related to stocks, bonds...).

17. Information, disputes, lawsuits related to the company that may affect the price of listed securities (if applicable).

V. LISTED SECURITIES

1. Type of security

2. Par value

3. Total number of listed securities: Clearly state the quantity of securities issued but not yet listed and the reasons for not listing (if any).

4. Number of shares and bonds restricted from transfer according to the law or the issuer's regulations

5. Credit rating - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

6. Pricing method

7. Yield calculation method at maturity (for bond listing) (formula provided with illustrative example)

8. Exercise method

- Conditions, time for exercise;

- Conversion ratio and method of calculating purchase price and/or conversion price;

- Method of calculating and compensating losses in case the right cannot be exercised;

- Other terms related to the rights of the holder of share purchase warrants or warrant certificates.

9. Impact assessment of inflation on listed bonds (using inflation data over five years to forecast the impact of inflation on bond yield)

10. Commitment on guarantee ratio (in case of listed bonds with guarantees).

11. Limitations on foreign ownership ratio (as stipulated by the securities law and relevant specialized laws if applicable)

12. Relevant taxes (income tax and other taxes related to listed securities)

VI. RELATED PARTIES INVOLVED IN THE LISTING

(Name, main office address, and brief introduction of related parties involved in the listing: bondholder representatives, auditing organizations, advisors...)

VII. ANNEXES

1. Annex I: Certified copy of the Enterprise Registration Certificate

2. Annex II: The company's articles of association comply with the model articles of association for listed companies

3. Appendix III: Certificate of asset valuation - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

4. Appendix IV: Equipment and factory valuation report,... - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

5. Appendix V: Introduction to relevant legal documents related to listing organization

6. Appendix VI:

- Audited financial statements of two consecutive years prior to the year of listing registration (for the case where the company registers for listing on the Ho Chi Minh City Stock Exchange as stipulated in point a, Clause 1, Article 3 of this Circular); send a text message

- Audited financial statement of the year immediately preceding the year of listing registration (for the case where the company registers for listing on the Hanoi Stock Exchange as stipulated in point b, Clause 1, Article 3 of this Circular); or

- Audited financial statement prepared immediately after the merger date; or quarterly financial reports, semi-annual financial reports, or annual financial reports prepared after the merger date (for the case where the merged company meets the listing conditions as stipulated in Clauses 1 and 2 of Article 4 and Clauses 1 and 2 of Article 6 of this Circular); or

- Audited annual financial statements of two (02) consecutive years prior to the year of merger (for the case of listing on the Ho Chi Minh City Stock Exchange) or one (01) year immediately preceding (for the case of listing on the Hanoi Stock Exchange) of the unlisted company being merged; audited report on equity items (for the case where the merged company meets the listing conditions as stipulated in Clause 4 of Article 4 and Clause 4 of Article 6 of this Circular and completes the listing procedures within three months from the date of issuance of the business registration certificate).

7. Appendix VII: Report on legal disputes;8. Other appendices

ALL SIGNATURES OF PERSONS RESPONSIBLE FOR THE CONTENT OF THE PROSPECTUS - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).

MODEL LISTING PROSPECTUS FOR SECURITIES INVESTMENT FUNDS ON THE STOCK EXCHANGE (Sign, write full name and stamp)

Annex No. 03

THE HO CHI MINH CITY STOCK EXCHANGE'S ISSUE OF REGISTRATION FOR LISTING OF SECURITIES INVESTMENT FUNDS IS MERELY AN INDICATION THAT THE LISTING OF SECURITIES INVESTMENT FUNDS HAS BEEN CONDUCTED IN ACCORDANCE WITH THE RELEVANT LEGAL REQUIREMENTS AND DOES NOT IMPLY ANY GUARANTEE REGARDING THE VALUE OF THE SECURITIES INVESTMENT FUNDS AS WELL AS THE INVESTMENT OBJECTIVES AND STRATEGIES OF THE FUNDS. ANY STATEMENTS CONTRARY TO THIS ARE ILLEGAL.

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

(cover page)

NAME OF THE FUND

PROSPECTUS

(Certificate of Fund Registration Number...issued by the Securities Commission on...day...month...year...)

LISTING OF SECURITIES INVESTMENT FUNDS

(Listing Registration Number:...issued by the Stock Exchange...on...day...month...year...)
ON THE SECURITIES EXCHANGE...

1. Name, position, and address of the person responsible for information disclosure;

2. Location and means of providing the prospectus (head office, branch of the Company, website...);

I. Persons primarily responsible for the content of the prospectus

(cover page)

2.4.4. Support for Multi PLP

II. Terminology/Definitions III. Investment Opportunities IV. Information about the Investment Fund V. Information about the fund management company and other related organizations VI. Listing of securities investment funds VII. Commitments VIII. Attached Appendices I. PERSONS PRIMARILY RESPONSIBLE FOR THE CONTENT OF THE PROSPECTUS

Page

CONTENTS OF THE PROSPECTUS

1. Organization registering for listing - Fund Name

1.1 Key members of the Fund Management Company [Name of Fund Management Company] include:

Mr./Ms.:...Position: Chairman of the Board of Directors/Board of Members

Mr./Ms.:...Position: Director/General Director

Mr./Ms.:...Position: Chief Accountant

1.2 Members of the Fund Board include:

Mr./Ms.:...Position: Chairman

Mr./Ms.:...Position: Vice-Chairman

Mr./Ms.:...Position: Member

2. Related Organizations:

We guarantee that the information and data in this Prospectus are consistent with the facts we know or have reasonably investigated and collected.

2.1 Supervising Bank:

2.2 Asset Valuation Company (if any)

Mr./Ms.:... Position: Chairman of the Board of Directors

Mr./Ms.:...Position: Chief Accountant

2.3 Consulting Organization:

Legal Representative: Mr./Ms.:...Position:...

participating in the establishment based on a consulting contract with

This Prospectus is part of the listing registration file prepared by [name of advisory organization] [name of the organization registering for listing]. [name of the organization registering for listing] We guarantee that the analysis, evaluation, and selection of language in this Prospectus have been carried out reasonably and carefully based on the information and data provided by II. TERMINOLOGY/DEFINITIONS provide.

II. TERMS/DEFINITIONS

This section is dedicated to explaining the terms/definitions used in the Prospectus.

III. INVESTMENT OPPORTUNITIES

1. Overview of the Vietnamese Economy

2. The Vietnamese Stock Market and Investment Opportunities

IV. INFORMATION ABOUT THE INVESTMENT FUND

1. General Information about the Fund

1.1. Name and contact address, telephone, fax, website, email of the Fund.

1.2. Board of Directors of the Fund:

Introduction to the Board of Directors of the Fund:

- Structure of the Management Board of the Fund Management Company;

- Summary information about members of the Board of Directors of the Fund (name, position, ID number/passport, work experience...) and related parties.

1.3. Process of Establishing the Fund:

Clearly state the process from obtaining the Certificate for Public Offering of Securities to obtaining the Registration Certificate for Public Fund Establishment, including the following contents:

♦ Results of Capital Mobilization for the Fund :

● Name of the Issued Fund:

● Type of Fund:

● Par Value:

● Actual Number of Fund Certificates Distributed:

● Actual Total Value Raised (excluding fees related to issuance):

● Issuance Date:

● End Date of Capital Mobilization:

● Supervising Bank:

● Deposit Account:

♦ Report on Capital Mobilization Results confirmed by the supervising bank and submitted to the State Securities Commission.

♦ Nature and Duration of Operation of the Fund

2. Charter of the Fund

Summary of the Fund's Charter with the following key information:

2.1. General Provisions

2.2. Regulations on Objectives, Policies, and Investment Restrictions

- Investment Objectives;

- Investment Strategy/Investment Policy, intended investment sectors;

- Permissible Assets for Investment;

- Investment Structure;

- Investment Restrictions;

- Investment Selection Method/Investment Process and Decision-Making;

2.3. Investors, Register of Ownership of Fund Certificates, and Transfer of Fund Investment Certificates

- Investors;

- Rights and Obligations of Investors;

- Register of Ownership of Fund Certificates;

- Transfer of Fund Investment Certificates;

- Inheritance of Fund Investment Certificates;

2.4. Distribution of Operating Results

- Profit Distribution Method of the Fund;

- Solutions for Fund Losses;

2.5. Investor Meetings

- Annual and Extraordinary Investor Meetings;

- Rights and Duties of Investors, Investor Meetings;

- Procedure for Conducting Investor Meetings;

- Decisions of Investor Meetings.

2.6. Board of Directors of the Fund

- Organization of the Board of Directors of the Fund (list of board members);

- Criteria for Selecting Board Members;

- Rights and Duties of the Board of Directors;

- Chairman of the Board of Directors;

- Procedures for Managing the Board of Directors;

- Suspension and Removal of Board Members;

- Representatives for Board Members;

- Minutes of Board of Directors Meetings.

2.7. Criteria for Selection, Rights, and Responsibilities of the Fund Management Company

- Criteria for Selecting the Fund Management Company;

- Responsibilities and Rights of the Fund Management Company;

- Termination of Rights and Obligations towards the Fund Management Company;

- Limitations on Activities of the Fund Management Company.

2.8. Criteria for Selection, Rights, and Responsibilities of the Supervising Bank

- Criteria for Selecting the Supervising Bank;

- Responsibilities and Rights of the Supervising Bank;

- Termination of Rights and Obligations towards the Supervising Bank.

2.9. Auditing, Accounting, and Reporting System

3. Investment Objectives of the Fund:

4. Risks when Investing in the Fund

4.1. Market Risk

4.2. Interest Rate Risk

4.3. Inflation Risk

4.4. Liquidity Risk

4.5. Legal Risk

4.6. Credit Risk

4.7. Conflict of Interest Risk

4.8. Other Risks

5. Fees, Charges, and Performance Bonuses

5.1. Issuance Fees

5.2. Management Fees

5.3. Supervision Fees, Custody Fees

5.4. Other Types of Fees and Charges

5.5. Performance Bonuses

5.6. Other Information

6. Fund Certificate Transactions

6.1. Transfer and Inheritance of Fund Certificates

6.2. Minimum Holding Period

6.3. Other Provisions

7. Method for Determining Net Asset Value

7.1. Time for Determining Net Asset Value

7.2. Method for Determining Net Asset Value

8. Method for Calculating Income and Plan for Dividend Distribution of the Fund

Clearly state the method for calculating income of the Fund; plan and method for distributing profits of the Fund to investors.

9. Reporting System

Clearly state the obligations of the Fund Management Company and the supervising bank in providing financial reports and monthly, quarterly, and annual activity reports to Fund investors.

10. Contact Address for Investor Queries

Clearly state the information about the contact address, phone number for investors to contact the Fund Management Company to resolve any queries related to the Fund.

V. INFORMATION ABOUT THE FUND MANAGEMENT COMPANY AND RELATED ORGANIZATIONS:

1. Information about the Fund Management Company

1.1. General Information about the Fund Management Company:

1.1.1. Name and headquarters address (address, telephone, fax, website, email), branch offices, Representative Office (if any) of the Fund Management Company;

1.1.2. License number (attach a copy of the license to the Prospectus);

1.1.3. Introduction to shareholders/founding members of the Fund Management Company and related parties;

1.1.4. Introduction to the Board of Directors/Board of Members of the Fund Management Company

- Structure of the Board of Directors/Board of Members of the Fund Management Company;

- Summary information about members of the Board of Directors/Board of Members (name, position, ID number/passport, work experience...).

1.1.5. Introduction to the Management Board of the Fund Management Company

- Structure of the Management Board of the Fund Management Company

- Summary information about members of the Management Board (name, position, ID number/passport, work experience...) and related parties.

1.1.6. Introduction to the Advisory Board/Investment Committee:

- Summary information about members of the Advisory Board/Investment Committee (name, position, ID number/passport, work experience...).

1.1.7. Introduction to the Direct Asset Manager managing the fund:

- Full name:

- ID number/Passport number:

- Professional Qualification Number:

- Work Experience and Career History:

1.2. Information about the Operational Status of the Fund Management Company.

- Summary of the operational status of the Fund Management Company (business results, financial situation...) from the date of establishment to the latest date before the information was included in the Prospectus.

- Types of funds currently managed by the company;

- Requirement: clearly state the source and time of provision of the above information; clearly state past activities of the Fund Management Company without implying assurance of future performance.

- The prospectus shall not be provided for personal purposes, with a tendency to exaggerate successes and conceal failures regarding information on the company's operational situation and management experience in the past and present, as well as the operational situation in the past and present of other funds managed by the fund management company.

1. Information about the supervisory bank:

2.1. General information about the supervisory bank (name, address, telephone, fax, website, email, functions...);

2.2. Attach the supervision agreement between the fund management company and the supervisory bank.

2. Information about the auditing company

3.1. General information about the auditing company of the Fund (name, address, telephone, fax, website, email, functions...);

3.2. Attach the auditing agreement between the Fund Management Company and the auditing company.

4. Information about the legal advisory company if any (if applicable)

4.1. General information about the legal advisory company (name, address, telephone, fax, website, email, functions...);

4.2. Attach the legal advisory agreement between the Fund Management Company and the legal advisory company.

5. Information about the valuation organization if any

VI. LISTING OF FUND CERTIFICATES

1. General information about the listing of fund certificates:

▪ Name of securities:

▪ Type of securities:

▪ Par value:

▪ Total number of securities listed:

▪ Pricing method:

2. Power of attorney from the fund representative board to the fund management company for conducting listing procedures;

3. Quantity of fund certificates subject to restricted transfer according to the provisions of the law or the issuer organization;

4. Information on commitments that have not been fulfilled by the organization registering for listing;

5. Limitations on foreign ownership ratio;

6. Related taxes (income tax and other taxes related to listed securities);

7. Other relevant information.

VII. COMMITMENTS

The fund management company, legal advisory company, supervisory bank (and other related organizations) guarantee that the information in this report and attached documents are complete and accurate, and commit to comply with the laws and regulations concerning securities and the securities market and current relevant regulations.

VIII. ATTACHED ANNEXES

1. The Fund Charter approved by the Shareholders' Meeting

2. Other annexes mentioned in the Prospectus

3. Introduction to relevant legal documents concerning listed fund certificates.

4. Address for providing the Prospectus

MODEL LISTING PROSPECTUS FOR SECURITIES INVESTMENT FUNDS ON THE STOCK EXCHANGE (Sign, write full name and stamp)

Annex No. 04

MODEL PROSPECTUS FOR LISTING EQUITY SHARES OF A SECURITIES INVESTMENT COMPANY ON THE STOCK EXCHANGE

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

(cover page)

THE STOCK EXCHANGE ... ISSUING REGISTRATION FOR LISTING EQUITY SHARES OF A SECURITIES INVESTMENT COMPANY IS MERELY AN INDICATION THAT THE LISTING OF EQUITY SHARES OF THE SECURITIES INVESTMENT COMPANY HAS BEEN CONDUCTED IN ACCORDANCE WITH THE RELEVANT LAWS AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE EQUITY SHARES OF THE SECURITIES INVESTMENT COMPANY AS WELL AS ITS INVESTMENT OBJECTIVES AND STRATEGIES. ANY STATEMENT CONTRARY TO THIS IS ILLEGAL.

PROSPECTUS

NAME OF SECURITIES INVESTMENT COMPANY

(Certificate of Establishment and Operation of the Securities Investment Company number ... issued by the Securities Commission on ... day ... month ... year...)

LISTING OF EQUITY SHARES OF A SECURITIES INVESTMENT COMPANY ON THE HO CHI MINH CITY STOCK EXCHANGE

1. Name, position, and address of the person responsible for information disclosure;

2. Location and means of providing the prospectus (head office, branch of the Company, website...);

2. Place to provide the Prospectus, means of publishing the Prospectus (head office, branch of the company, Website...)

(cover page)

2.4.4. Support for Multi PLP

II. Terminology/Definitions II. Terminology and Definitions IV. Information about the Investment Fund IV. Information about the fund management company V. Custodian Bank, Supervisory Bank VI. Auditing Company VII. Legal Advisory Company VIII. Process of Establishing the Securities Investment Company IX. Information about the Securities Investment Company X. Operational Situation of the Securities Investment Company XI. Conflict of Interest XII. Providing Information to Shareholders (reporting system, ...) XIII. Listing of Equity Shares of the Securities Investment Company XIV. Contact Addresses, Clarification of Concerns for Shareholders XV. Commitments XVI. Attached Annexes

Page

CONTENTS OF THE PROSPECTUS

1. Organization registering for listing - Fund Name

1. Board of Directors of the Securities Investment Company:

Mr./Ms.:... Position: Chairman of the Board of Directors

Mr./Ms.: ... Position: Deputy Chairman of the Board of Directors

2. Related Organizations:

2. Fund Management Company (the organization registering for listing for the securities investment company ...)

Mr./Ms.:...Position: Director/General Director

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

1.2 Members of the Fund Board include:

We guarantee that the information and data in this Prospectus are consistent with the facts we know or have reasonably investigated and collected.

3. Supervising Bank

Legal Representative: Mr./Ms.:... Position:...

This Prospectus is part of the listing registration file prepared by [Name of Fund Management Company] established after confirmation by [Name of Supervisory Bank]. We guarantee that the analysis, evaluation, and selection of language in this Prospectus have been carried out reasonably and carefully based on the information and data provided by [Names of related organizations] provide.

4. Consulting Organization

Legal representative: Mr./Ms.:...

Position:

This Prospectus is part of the listing registration file prepared by [consulting organization] [name of the organization registering for listing]. [name of the organization registering for listing] We guarantee that the analysis, evaluation, and selection of language in this Prospectus have been carried out reasonably and carefully based on the information and data provided by II. TERMINOLOGY/DEFINITIONS provide.

II. TERMS/DEFINITIONS

This section is dedicated to explaining the terms/definitions used in the Prospectus.

III. INVESTMENT OPPORTUNITIES

1. Overview of the Vietnamese Economy

2. The Vietnamese Stock Market and Investment Opportunities

IV. INFORMATION ABOUT THE FUND MANAGEMENT COMPANY

1. General information about the Fund Management Company:

- Name of the company:

- Certificate of establishment and operation number:

- Head office:

- Telephone: Fax: Website:

- Branch and representative office addresses (if any):

- Term of operation (if any):

- Telephone number:                                   Fax number:

- Shareholders/members of the fund management company:

- Introduction to founding shareholders/members;

- Introduction to shareholders/members holding more than 5% of the charter capital;

- Introduction to the structure of the Board of Directors/member council of the Fund Management Company

▪ Structure of the Board of Directors of the Fund Management Company;

▪ Summary information about members of the Board of Directors (names, positions, work experience...).

- Introduction to the Management Board of the Fund Management Company

▪ Structure of the Management Board of the Fund Management Company;

▪ Summary information about members of the Management Board (names, positions, work experience...).

- Introduction to the Investment Committee (summary information about members)

▪ Structure of the Investment Committee of the Fund Management Company;

▪ Summary information about members of the Investment Committee (names, positions, work experience...).

2. Information about the operational situation of the Fund Management Company:

- Summary of the operational situation of the Fund Management Company (operating results, financial situation... ) from the date of establishment to the most recent date prior to the date of inclusion in the Prospectus;

- Types of funds/Securities Investment Companies currently managed by the company (detail list, name of fund/Securities Investment Company, type of fund/Securities Investment Company...);

- Requirement: clearly state the source and time of provision of the above information; clearly state past activities of the Fund Management Company without implying assurance of future performance.

- In the Prospectus, it shall not be provided for personal purposes, with a tendency to exaggerate successes and conceal failures regarding information on the operational situation and management experience in the past and present of the Fund Management Company, as well as the operational situation in the past and present of other funds/Securities Investment Companies managed by the Fund Management Company.

V. CUSTODIAN BANK, SUPERVISORY BANK

- Name of the bank:

- Certificate of establishment number: (attached copy)

- Certificate of registration for custody activities number:

- Head office:

- Telephone: Fax: Website:

- Term of operation (if any)

- Main areas of activity:

(Attach the supervision agreement between the fund management company and the supervisory bank).

VI. AUDITING COMPANY

- Name of the company:

- Certificate of establishment number: (attached copy)

- Place of establishment:

- Head office:

- Telephone: Fax: Website:

- Term of operation (if any)

(Attached is the audit contract between Company QLQ and the auditing company, and attached is the approval document from the Securities Commission regarding the audit for the listed organization).

VII. LEGAL CONSULTANCY COMPANY (If applicable)

- Name of the company:

- Certificate of establishment number: (attached copy)

- Place of establishment:

- Head office:

- Telephone: Fax: Website:

- Term of operation (if any)

(Attached is the audit contract between Company QLQ and the legal consultancy company)

VIII. PROCESS OF ESTABLISHING THE SECURITIES INVESTMENT COMPANY

Clearly state the process from receiving the Certificate of Public Offering of Securities to obtaining the Registration Certificate for Establishment and Operation of the Securities Investment Company, including the following contents:

♦ Capital raising results:

● Name of the Securities Investment Company:

● Term of operation:

● Par Value:

● Issue price:

● Initial issuance fee:

● Total number of actual shares distributed:

● Actual Total Value Raised (excluding fees related to issuance):

● Issuance Date:

● End date of issuance:

(The issuance result report has been confirmed by the supervisory bank and submitted to the Securities Commission)

IX. INFORMATION ABOUT THE SECURITIES INVESTMENT COMPANY

1. General information about the securities investment company

1.1 Name and contact address of the securities investment company

1.2 Issuance registration certificate

1.3 License for establishment and operation of the securities investment company

1.4 Period of operation (if any)

2. Information on founding shareholders and the Board of Directors of the Securities Investment Company

2.1. Information on founding shareholders of the Company (shareholding structure)

2.2. Introduction to the Board of Directors of the Company (summary information on members)

▪ Composition of the Board of Directors

▪ Summary information on members of the Board of Directors (name, position, work experience...)

3. Company Charter of the Securities Investment Company.

Summary of the Company Charter of the Securities Investment Company with the following key information:

3.1. General provisions

3.2. Provisions on objectives, policies, and limitations

- Investment objectives

- Investment strategy

- Permissible assets for investment

- Investment structure

- Investment restrictions

- Borrowing, lending, repurchase transactions, margin trading activities

- Investment selection method /

- Principles and methods for determining net asset value

3.3. Shareholder rights and obligations

- Shareholders

- Rights and obligations of shareholders

- Shareholder register

- Voting rights of shareholders

- Cases of merger, acquisition, liquidation, dissolution of the securities investment company and shareholder rights in cases of liquidation and dissolution of the securities investment company /

3.4. Information on fees that the securities investment company must pay

- Management fees

- Supervision fees

- Other costs in accordance with the law

- Types of fees and costs recorded in the securities investment company.

3.5. Profit distribution and tax policy

- Method of determining and distributing profits of the securities investment company;

- Tax policy: taxes applicable to the securities investment company, income tax for shareholders (payment method: withholding at source or shareholders self-pay)

3.6. Annual and extraordinary general meetings of shareholders

- Annual and extraordinary general meetings of shareholders

- Powers and duties of the general meeting of shareholders;

- Procedure for convening the general meeting of shareholders;

- Decisions of the general meeting of shareholders.

3.7. Board of Directors

- Organization of the board of directors;

- Criteria for selecting board of directors members;

- Powers and duties of the board of directors;

- Chairman of the board of directors;

3.8. Criteria for selection, powers, and responsibilities of the Fund Management Company

- Criteria for selecting the Fund Management Company;

- Responsibilities and powers of the Fund Management Company;

- Termination of rights and obligations towards the Fund Management Company;

- Limitations on the activities of the Fund Management Company.

3.9. Criteria for selection, powers, and responsibilities of the Supervisory Bank

- Criteria for Selecting the Supervising Bank;

- Responsibilities and Rights of the Supervising Bank;

- Termination of Rights and Obligations towards the Supervising Bank.

3.10. Auditing, accounting, and reporting system

4. Risks when investing in the securities investment company: Clearly describe the risk control procedures of the company

4.1. Market Risk

4.2. Interest Rate Risk

4.3. Inflation Risk

4.4. Liquidity Risk

4.5. Legal Risk

4.6. Credit Risk

4.7. Conflict of Interest Risk

4.8. Risks associated with specific investment products (depending on the type of assets the company plans to invest in)

4.9. Individual risks

4.10. Other risks

5. Other investment information

X. OPERATING SITUATION OF THE SECURITIES INVESTMENT COMPANY

1. Financial reports (updated annually): Information on the investment activity situation of the financial investment company in the last two years

2. Fees, charges, and bonuses for operations

2.1. Initial issuance fees

2.2. Management fees

2.3. Supervision fees, depositary fees

2.4. Other types of fees and charges (audit fees, tax advisory fees, valuation fees, etc.)

2.5. Other information

3. Performance indicators

4. Methods of calculating income and profit distribution plan of the securities investment company

Clearly state the method of calculating income of the securities investment company; the plan and method of profit distribution of the securities investment company to shareholders.

5. Forecast of the operating results of the securities investment company

In the prospectus, forecasts and estimates about the overall economic situation, the stock market, economic development trends, etc., can be provided, but it must be clearly stated that these forecasts and estimates do not guarantee future operating results of the securities investment company. The prospectus must clearly state the basis for making such forecasts.

6. Time and place for providing the securities investment company's operational report

XI. CONFLICTS OF INTEREST

(State the principles for resolving potential conflicts of interest)

XII. INFORMATION DISCLOSURE TO SHAREHOLDERS (REPORTING SYSTEM, ETC.)

Clearly state the obligation of the Fund Management Company and the supervisory bank to provide the prospectus, financial statements, and monthly, quarterly, and annual activity reports to shareholders of the securities investment company.

XIII. LISTING OF SHARES OF THE SECURITIES INVESTMENT COMPANY

General information on share listing:

1. Security name:

2. Type of security:

3. Par value:

4. Total number of securities listed:

5. Pricing method:

6. Number of shares subject to transfer restrictions under the law or the issuer

7. Information on commitments made but not yet fulfilled by the listing entity

8. Limits on foreign ownership ratio

9. Related taxes (income tax and other taxes related to listed securities)

10. Other information.

XIV. CONTACT INFORMATION FOR SHAREHOLDER ENQUIRIES

Clearly state the contact information (address, phone number) for shareholders to contact the Fund Management Company to resolve any questions related to the securities investment company.

XV. COMMITMENTS

The securities investment company, consulting company, fund management company, supervising bank, and other related organizations guarantee that the information in this report and attached documents is complete and accurate, and commit to complying with the laws and regulations on securities and the securities market and current relevant regulations.

XVI. ANNEXES ATTACHED

1. The Company's Charter approved by the Shareholders' Meeting based on the Model Charter

2. Other annexes mentioned in the Financial Statements (FS, supervision contracts...)

3. Introduction to the relevant legal documents concerning the securities investment company's shares

4. Address for providing the Prospectus

MODEL LISTING PROSPECTUS FOR SECURITIES INVESTMENT FUNDS ON THE STOCK EXCHANGE (Sign, write full name and stamp)

Appendix No. 05

APPLICATION FOR CHANGES IN LISTING

(Annexed to Circular No. 202/2015/TT-BTC dated December 18, 2015, of the Ministry of Finance guiding securities listing on the stock exchange)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
----------------

APPLICATION FOR CHANGES IN LISTED SHARES

Shares ... (Name of shares)

Respectfully submitted to: Securities Exchange ...

I. INFORMATION ON THE LISTED ENTITY

1. Name of listed entity:

2. English name:

3. Abbreviation:

4. Registered Capital:

- Registered capital actually contributed before change:

- Registered capital actually contributed after change:

5. Main Office Address:

6. Telephone: Fax:

7. Website:

8. Place where account is opened:

9. Account number:

10. Legal basis for business operations:

- Business Registration Certificate No... issued by ... on ..., amended for the ... time on ...

- Main business activities:

- Main products/services:

11. Shareholders' equity (as of ...):

12. Capital structure after changes in share issuance: Based on the capital structure at ...

Serial number	List	Number of shares	Percentage %	Number of shareholders	Shareholder structure (*)
					- State Audit	Individual
1	State shareholder
2	Founding shareholder/Foreign Direct Investment (FDI) shareholder
3	Large shareholder (holding 5% or more of shares)
4	Corporate Union
5	Treasury shares
6	Other shareholders
Total
Among which: - Domestic
- Foreign

(*): Specify the number of organizations and individuals of each type

II. REASONS FOR CHANGES IN THE NUMBER OF LISTED SHARES:

III. SHARES SUBJECT TO CHANGES IN LISTING REGISTRATION

1. Name of shares:

2. Security code:

3. Type of shares:

4. Par value of shares: VND/share

5. Number of shares subject to changes in listing registration: ... shares

6. Number of shares subject to changes not listed: ... shares (if any)

7. Expected listing date:

8. Number and proportion of shares held by foreign shareholders among the total number of shares subject to changes in listing registration:

- Quantity:

- Proportion:

IV. SHARES AFTER CHANGES IN LISTING REGISTRATION

1. Name of shares:

2. Security code:

3. Type of shares:

4. Par value of shares: VND/share

5. Total number of listed shares after changes in listing registration: ... shares

6. Proportion of listed shares after changes in listing registration over the total number of outstanding shares: ...%

7. Total number of shares not listed after changes in listing registration: ... shares

8. Number and proportion of shares held by foreign shareholders among the total number of shares after changes in listing registration:

- Quantity:

- Proportion:

V. RELATED PARTIES

1. Consulting organization:

- Main office address:

- Telephone: Fax:

- Website:

2. Issuance guarantor organization:

- Main office address:

- Telephone: Fax:

- Website:

3. Auditing organization:

- Main office address:

- Telephone: Fax:

- Website:

VI. COMMITMENTS OF THE LISTING REGISTRATION ORGANIZATION

We guarantee that the information and figures presented in our application for changes in listing registration are complete, accurate, and truthful. We commit to strictly fulfilling all obligations of a listed entity as well as the laws and regulations on securities and the securities market and will bear all forms of handling if we violate the above commitments.

VII. ATTACHED DOCUMENTS

(List accompanying documents)

..., day ... month .... year .... LISTED ENTITY LEGAL REPRESENTATIVE (Signature, full name, position, and stamp)