Circular No. 204/2012/TT-BTC guides the documents and procedures for public offering of securities.

CIRCULAR

Guidelines on Documents and Procedures for Public Offering of Securities

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Pursuant to the Securities Law No. 70/2006/QH11 dated June 29, 2006, and the Law Amending and Supplementing Certain Provisions of the Securities Law No. 62/2010/QH12 dated November 24, 2010;

Pursuant to the Government Decree No. 58/2012/NĐ-CP dated July 20, 2012 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 the Government Decree No. 118/2008/NĐ-CP dated November 27, 2008 stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Considering the proposal of the Chairman of the State Securities Commission,

The Ministry of Finance issues this Circular to guide on documents and procedures for public offering of securities.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular specifies the documents and procedures for conducting public offerings of securities.

Article 2. Responsibilities of the Issuer and Other Organizations and Individuals Participating in the Preparation of Registration Documents for Public Offering of Securities

1. The issuer and other organizations and individuals participating in the preparation of registration documents for public offering of securities shall be responsible under the law for the accuracy, truthfulness, and completeness of the registration documents for public offering.

2. An organization with shares being offered shall be responsible for providing information in cases where major shareholders, state-owned corporations, or state-owned holding companies prepare registration documents for public offering of shares they own.

3. Information in the registration documents for public offering of securities must be accurate, truthful, and complete regarding important contents, without causing misunderstanding that may affect investors' decisions.

Chapter II

REGISTRATION DOCUMENTS FOR PUBLIC OFFERING OF SECURITIES

Article 3. Registration Documents for Public Offering of Shares

Registration documents for public offering of shares include:

1. A registration form for public offering of shares prepared according to Model 01A attached to this Circular;

2. A prospectus prepared according to Model 02A attached to this Circular, including the following contents:

a) Summary information about the issuer including: organizational structure, business operations, assets, financial status, Board of Directors or Board of Members or Company Owner, General Director or Chief Executive Officer, Deputy General Director or Deputy Chief Executive Officer, and shareholder structure (if applicable);

b) Information about the securities offering including: offering conditions, risk factors, projected profit and dividend plan for the nearest year after issuing securities, issuance plan and usage plan for funds from the offering. In case of share issuance to increase capital, the issuance plan needs to clearly analyze the degree of dilution of earnings per share due to additional share issuance;

In case the issuer registers for public offering of shares before the maturity date of convertible bonds or the conversion date of issued warrants, the prospectus must clearly state the impact on the rights of investors who purchase bonds accompanied by a plan to ensure investor rights (if applicable);

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

- Financial statements including the balance sheet, income statement, cash flow statement, and financial statement notes; ensuring compliance with current accounting and auditing laws;

- If the issuer is a parent company, the issuer must submit consolidated financial statements according to accounting laws along with the financial statements of the parent company itself. Consolidated financial statements serve as the basis for examining the conditions for issuing securities;

- Annual financial statements must be audited by an independent auditing organization. The audit opinion on the financial statements must express full acceptance. In case the audit opinion is qualified acceptance, the exception must not affect the issuance conditions and must not relate to items such as cash, inventory, fixed assets, receivables, payables, and other significant items. For consolidated financial statements, if the audit opinion is qualified acceptance, then the exception, in addition to meeting the above requirements, must not be due to non-consolidation of subsidiaries. The issuer must provide reasonable documentation and have confirmation from the auditing organization regarding the impact of the exception;

- The annual financial statement of the year immediately preceding the registration year must show a profit;

- In case the application is submitted before March 1 each year for issuers with a fiscal year ending on December 31, or before the first day of the third month following the end of the fiscal year for issuers with a fiscal year not ending on December 31, the annual financial statement in the initial application can be unaudited, but there must be an audited financial statement of the two preceding years;

- In case the end date of the latest financial statement's accounting period is more than ninety (90) days prior to the submission of complete and valid registration documents for public offering of securities to the State Securities Commission, the issuer must submit supplementary financial statements up to the most recent month or quarter according to accounting laws;

- In case there are unusual changes after the end date of the latest financial statement's fiscal year, the issuer must submit supplementary financial statements up to the most recent month or quarter;

d) The prospectus must bear the signatures of the Chairman of the Board of Directors, General Director or Chief Executive Officer, Chief Financial Officer or Accounting Manager of the issuer, and the legal representative of the organization advising on the registration documents for public offering of shares and the underwriting organization or lead underwriter (if applicable). In case of proxy signing, a power of attorney according to the law must be provided;

3. A certified copy of the Company Charter consistent with legal provisions.

4. The decision of the Shareholders' Meeting approving the issuance plan, the use of funds raised from the public offering of shares, and the commitment to list the shares for trading on an organized securities market within one year from the end of the offering period, including:

a) The issuance plan submitted for approval by the Shareholders' Meeting must clearly state the principles for determining the issuance price in comparison with the book value and market value (if available), and assess the degree of dilution of the shares expected after the issuance.

The issuance price must be determined in accordance with Clause 1, Article 87 of the Enterprise Law. In cases where the Shareholders' Meeting approves an issuance plan with preferential prices for non-existing shareholders, the issuance plan must clearly specify the criteria for determining the eligible recipients of the preferential prices.

b) In cases where the offering is aimed at implementing a project, the fund usage plan presented for approval by the Shareholders' Meeting must clearly define the successful subscription ratio or the minimum amount of funds to be raised during the offering, and the plan for handling situations where the subscription ratio does not meet expectations or the minimum amount is not reached.

5. The issuance guarantee commitment (if any) according to Model 03A attached to this Circular. In cases involving a joint issuance guarantee, the main guarantor organization's issuance guarantee commitment must be accompanied by a contract between the guarantor organizations. Documents related to the issuance guarantee commitment may be submitted later than other documents but must be submitted no later than the date when the State Securities Commission issues the registration certificate for the offering.

6. The decision of the Board of Directors approving the registration documents for the public offering of shares. For the public offering of shares by issuers in regulated industries, the documents must include the approval document from the competent specialized management agency.

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

8. In cases where funds are used for investment, business operations, or real estate development projects, the documents must include legal documents related to land use rights, investment certificates, information related to compensation and land clearance, the decision approving the use of funds raised from the offering, and detailed plans for using the funds.

9. The advisory contract for the registration documents for the public offering of shares with a securities company, except in cases where the issuer is a securities company.

Article 4. Registration documents for the public offering of shares by newly established enterprises in the infrastructure sector.

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

1. The public offering of share registration form prepared according to Model 01B attached to this Circular;

2. Documents proving that the enterprise is the principal investor in infrastructure construction projects under economic and social development programs approved by ministries, sectors, or centrally-administered cities and provinces;

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

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

5. An issuance guarantee commitment in the form of a suretyship with a securities company permitted to engage in issuance guarantee activities according to Model 03A attached to this Circular. In cases involving a joint issuance guarantee, the main guarantor organization's issuance guarantee commitment must be accompanied by a contract between the guarantor organizations;

6. The prospectus as prescribed in Clause 2, Article 3 of this Circular, wherein the Financial Statements are replaced by the Investment Project approved by the competent authority. The signatures in the prospectus of the General Director or Deputy General Director, Chief Financial Officer or Chief Accountant of the issuer are replaced by the signatures of the founding shareholders of the issuer;

7. The Board of Directors' or founding shareholders' joint liability commitment regarding the issuance plan and the use of funds raised from the public offering of shares;

8. A detailed offering plan, specifying the successful subscription ratio or the minimum amount of funds to be raised during the offering, and the plan for handling situations where the subscription ratio does not meet expectations or the minimum amount is not reached;

9. A document designating a bank to supervise the use of funds raised from the offering;

10. The Board of Directors' or founding shareholders' commitment to list the shares for trading on an organized securities market within one year from the date the enterprise officially commences operations;

11. The advisory contract for the initial public offering registration documents with a securities company.

Article 5. Documents for registering the public offering of shares to establish a new enterprise in the high-tech sector

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

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

2. Documents as prescribed in Clauses 1, 3, 4, 5, 6, 7, 8, 9, 10, and 11 of Article 4 of this Circular.

Article 6. Documents for registering the initial public offering of shares to establish a new joint-stock credit organization

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

1. Documents as prescribed in Clauses 1, 7, 8, 9, and 11 of Article 4 of this Circular;

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

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

4. An Offering Memorandum as prescribed in Clause 2 of Article 3 of this Circular, wherein the Financial Statements shall be replaced with a business plan for the first three years starting from the year of expected establishment. Signatures in the Offering Memorandum of the Chairman of the Board of Directors, General Director or Chief Executive Officer, and Chief Financial Officer or Chief Accountant of the issuer shall be replaced by signatures of the Head of the Preparatory Committee for the establishment of the joint-stock credit organization;

5. List and curriculum vitae of founding shareholders;

6. Financial situation and information related to major corporate shareholders as prescribed in Appendix No. 04 attached to this Circular;

7. Commitment of founding shareholders to list their shares on a securities trading market within one year from the date of commencement of operations;

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

Article 7. Documents for registering the public offering of shares in Vietnam by a foreign-established enterprise operating under foreign law

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

1. Documents as prescribed in Clauses 1, 3, 4, 6, 7, 8, and 9 of Article 3 of this Circular;

2. An Offering Memorandum as prescribed in Clause 2 of Article 3 of this Circular, wherein the Financial Statements of the issuer must be prepared according to international accounting standards and audited by an auditing organization approved by the competent authority in the home country;

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

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

5. Commitment of the issuer to fully comply with foreign exchange management regulations regarding the issuance of shares in Vietnam and other provisions of Vietnamese law;

6. Guarantee of issuance in the form of a firm commitment with a securities company established and operating in Vietnam as prescribed in Appendix No. 03A attached to this Circular. In case there is a syndicate of guarantors, the guarantee of issuance of the main guarantor must be accompanied by a contract between the guarantors;

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

Article 8. Documents for registering public offering of shares of joint-stock companies formed after mergers and acquisitions

The documents for registering public offering of shares of joint-stock companies formed after mergers and acquisitions include the documents specified in Article 3 of this Circular. In case the joint-stock company formed after mergers and acquisitions has not been operating for at least two fiscal years, the financial statements of the issuer in the year immediately preceding the nearest year to the year of registration for public offering as stipulated in Point c Clause 2 Article 3 of this Circular shall be replaced by the financial statements of the same year of the companies being merged (in the case of merger) or being acquired and acquiring (in the case of acquisition).

Article 9. Documents for registering public offering of shares by large shareholders (including State Groups and State Corporations) implementing public offerings of their ownership interests in public companies

1. The documents for registering public offering of shares by large shareholders (including State Groups and State Corporations) prepared by the large shareholder to implement public offerings of their ownership interests in public companies without going through the trading system of the Stock Exchange include:

a) A public offering registration form established according to Form 01C attached to this Circular;

b) Decision of the owner, or Board of Directors/Board of Members, Chairman of the Company or General Director/Director as provided in the Articles of Association of the company (for state-owned shareholders), Shareholders' Meeting or Board of Directors (for corporate shareholders); Board of Members or owner (for limited liability company shareholders) approving the sale of shares and the offering plan;

c) An information memorandum according to Form 02B issued together with this Circular;

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

đ) Financial statements of the organization whose shares are offered for public sale in the two most recent years as stipulated in Point c Clause 2 Article 3 of this Circular;

e) Consulting contract for the registration documents for public offering of shares with a securities company, except in cases where the issuing organization is a securities company;

2. Large shareholders (including State Groups and State Corporations) of listed or traded public companies sell their ownership interests through the trading system of the Securities Exchange in accordance with the legal provisions on disclosure of information regarding transactions by large shareholders.

Article 10. Documents for registering issuance of shares for share exchange

The documents for registering issuance of shares for share exchange include the following documents:

1. In the case of exchanging shares for one or several specific shareholders in another public company in order to increase the ownership ratio of the issuing organization in that public company:

a) Additional share issuance registration form according to Form 01D attached to this Circular;

b) Resolution of the Shareholders' Meeting of the issuing organization approving the issuance and exchange plan;

c) Written approval in principle from the parties to be exchanged;

d) Resolution of the Shareholders' Meeting of the public company whose shares are to be exchanged through share exchange if the ownership ratio of the issuing organization in the public company to be exchanged exceeds the mandatory tender offer threshold as prescribed by the Securities Law;

đ) Documents proving compliance with the regulations on capital contribution ratios and investment forms in cases involving foreign investors;

e) Audited annual financial statements of the issuing organization and the organization whose shares are to be exchanged;

g) Information announcement form according to Form 05 attached to this Circular;

h) Decision of the Board of Directors approving the issuance of shares to carry out share exchange. For the issuance of shares to carry out share exchange of companies in conditional business sectors, the application must include approval documents from specialized state management agencies.

2. In the case of issuing shares to exchange for an unspecified number of shareholders in another public company in order to increase the ownership ratio of the issuing organization in that public company, it shall be carried out in accordance with the provisions on mandatory tender offers under 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.

3. In the case of exchanging all circulating shares in another public company pursuant to a merger agreement or an acquisition agreement between the issuing organization and the public company:

a) Additional share issuance registration form according to Form 01D attached to this Circular;

b) Resolutions of the Shareholders' Meetings of the participating companies approving the merger and acquisition plans, share exchange plans, and post-merger and acquisition business operation plans;

c) Merger and acquisition agreements signed among the participating parties in accordance with the Enterprise Law;

d) Draft Articles of Association of the company after merger and acquisition approved by the Board of Directors of the participating companies;

đ) Approval document from the competition management agency regarding the merger and acquisition or commitment to comply with the Competition Law by the Board of Directors of the participating companies;

e) Audited annual financial statements of the issuing organization and the organization whose shares are to be exchanged;

g) An information memorandum according to Form 02C attached to this Circular;

h) Decision of the Board of Directors approving the issuance of shares to carry out share exchange. For the issuance of shares to carry out share exchange of companies in conditional business sectors, the application must include approval documents from specialized state management agencies;

i) Documents proving compliance with the regulations on capital contribution ratios and investment forms in cases involving foreign investors;

k) Consulting and agency contract for issuance and share exchange with a securities company, except in cases where the issuing organization is a securities company.

4. In the case where a public company issues new shares to swap existing shares, the portion of capital of the company that has not yet become public:

a) Additional share issuance registration form according to Form 01D attached to this Circular;

b) Resolution of the Shareholders' Meeting of the issuing organization approving the issuance and exchange plan;

c) The audited financial report of the most recent year of the issuing entity and the entity whose shares are being swapped;

d) The announcement of information according to Form 05 attached as an appendix to this Circular;

đ) The decision of the Board of Directors approving the share issuance documentation to implement the share swap. For the issuance of shares to implement the share swap of companies in conditional business sectors, the documentation must include approval documents from specialized state management agencies;

e) Documentation proving compliance with regulations on the ratio of capital contribution and investment forms in cases involving foreign investors' participation.

Article 11. Documents for registering a public offering of bonds

The documents for registering a public offering of bonds include:

1. A bond public offering registration form prepared according to Form 01E attached to this Circular;

2. An offering prospectus prepared according to Form 02D attached to this Circular and must include the contents prescribed in Clause 2, Article 3 of this Circular, wherein the signature of the Chairman of the Board of Directors as stipulated in Point d, Clause 2, Article 3 shall be replaced by the signature of the Chairman of the Board of Members or the Chairman of the Company in the case where the issuing entity is a limited liability company;

3. A certified copy of the Company's Charter containing provisions not contrary to the provisions of the law;

4. The decision of the Board of Directors, the Board of Members, or the Company Owner approving the issuance plan, usage plan, and repayment plan of the proceeds from the bond public offering;

In the case where the issuing entity is a state-owned enterprise, the issuance plan, usage plan, and repayment plan of the proceeds from the bond public offering must be approved by the owner or the Board of Directors/Board of Members, the Chairman of the Company, or the General Director/Director according to the分级处理似乎中断了，请允许我继续完成剩余的翻译：

5. Guarantee issuance commitment (if any) according to Form 03B attached to this Circular. If there is a joint guarantee issuance, then the guarantee issuance commitment of the main guarantor organization must be accompanied by a contract between the guarantor organizations. Documents related to the guarantee issuance commitment can be submitted later than other documents, but no later than the day when the State Securities Commission issues the certificate of bond public offering registration;

6. The decision of the Board of Directors, the Board of Members, or the Company Owner approving the bond public offering documentation. For the public offering of bonds by issuing entities in conditional business sectors, the documentation must include approval documents from specialized state management agencies;

7. In the event that part or all of the bond public offering registration documents are confirmed by relevant organizations or individuals, the issuing entity must send confirmation letters from those organizations or individuals to the State Securities Commission;

8. In cases where funds are used for investment, business operations, or real estate development projects, the documents must include legal documents related to land use rights, investment certificates, information related to compensation and land clearance, the decision approving the use of funds raised from the offering, and detailed plans for using the funds.

9. Consulting contract for bond public offering registration documents with a securities company, except in the case where the issuing entity is a securities company.

Article 12. Documents for registering public offering of corporate bonds with guarantees

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

1. The documents prescribed in Article 11 of this Circular;

2. Commitment to fulfill obligations of the issuer towards investors regarding issuance conditions, payment, guaranteeing lawful rights and interests of investors, and other conditions;

3. Approval certificate for payment guarantee, along with the most recent annual financial report of the guarantor organization audited by an approved auditing organization, if the guarantee is provided through a payment guarantee;

4. Contract with the third-party guarantor detailing the secured obligation between the bond issuer and the guarantor organization, accompanied by a detailed list of collateral assets, valid documentation proving ownership by the issuer or the guarantor organization, and insurance contracts (if any) for these assets; Appraisal agency's valuation report on the collateral value within a validity period not exceeding twelve months from the valuation date; Certificate of registration of collateral assets with the competent authority (if any);

5. Contract between the bond issuer and the representative of bondholders;

Article 13. Documents for registering public offering of convertible bonds and bonds attached with warrant certificates of joint-stock companies

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

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

2. Decision of the Board of Directors approving the public offering registration documents. For public offerings of issuers in conditional business sectors, the documents must include approval letters from specialized state management agencies;

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

4. Commitment to fulfill obligations of the issuer towards investors as stipulated in Clause 2 of Article 12 of this Circular, while also including the following main contents:

a) Conditions and time frame for conversion;

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

c) Other terms (if any);

5. Plan for issuing shares during the maturity period of convertible bonds and bonds attached with warrant certificates or warrant certificates attached with preferred shares (if any), and compensation plan for holders of convertible bonds;

Article 14. Documents for registering public offering of stocks and bonds in multiple tranches

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

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

b) Offering plan specifying the target, quantity, and expected time for each tranche. The expected offering period for each tranche shall not exceed ninety days;

2. Prior to each issuance, the issuer must update the documents with information about the company's situation and the use of proceeds from previous issuances if the subsequent issuance is more than six months apart from the completion date of the previous issuance.

Article 15. Documents for registering public bond issuance of joint-stock companies formed after mergers and acquisitions

The documents for registering public bond issuance of joint-stock companies formed after mergers and acquisitions include the documents specified in Article 11 of this Circular. In cases where the joint-stock company formed after mergers and acquisitions has not been operating for at least two fiscal years, the financial statements of the issuer for the year immediately preceding the nearest year to the registration year, as stipulated in Point c Clause 2 Article 3 of this Circular, shall be replaced by the financial statements of the same year of the companies being merged (in case of merger) or being acquired and acquiring (in case of acquisition).

Article 16. Documents for registering public bond issuance in Vietnam of enterprises established and operating under foreign laws

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

1. The documents specified in Clauses 1, 3, 5, 6, 7, 8, and 9 of Article 11 of this Circular;

2. A prospectus as prescribed in Clause 2 of Article 11 of this Circular, wherein the issuer's financial statements must be prepared in accordance with international accounting standards and audited by an auditing organization approved by the competent authority of the home country;

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

4. The decision of the Board of Directors, the Board of Members, or the Company Owner approving the issuance plan, usage plan, and repayment plan of the proceeds from the bond public offering;

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

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

7. An irrevocable underwriting guarantee commitment from a securities company established and operating in Vietnam, in the form attached as Appendix No. 03B to this Circular. In cases of combined underwriting guarantees, the main underwriter's underwriting guarantee commitment must be accompanied by a contract between the underwriters;

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

Article 17. Documents for issuing new shares as the basis for depositary receipt issuance abroad

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

1. The documents specified in Clause 3, 5, 6, 7, and 9 of Article 3 of this Circular;

2. A share issuance registration form according to the model attached as Appendix No. 06 issued together with this Circular;

3. An information disclosure statement according to the model attached as Appendix No. 07 issued together with this Circular;

4. Financial statements as prescribed in Point c Clause 2 of Article 3 of this Circular;

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

6. A proposal for depositary receipt issuance abroad based on newly issued shares. This proposal must meet the issuance conditions prescribed by the home country;

7. Documentation proving compliance with the foreign ownership ratio as prescribed.

Article 18. Documents for Supporting the Issuance of Depositary Receipts Abroad Based on Shares Issued in Vietnam

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

1. Documents as prescribed in Clause 3, 5, 6, 7 of Article 3 and Clause 6, 7 of Article 17 of this Circular;

2. Information Disclosure Statement according to Form 08 attached to this Circular;

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

Article 19. Documents for Registration and Reporting the Results of Public Tender Offers

1. Documents for registering a public tender offer include:

a) Public Tender Offer Registration Form according to Form 09 promulgated together with this Circular;

b) Public Tender Offer Information Disclosure Statement according to Form 10 promulgated together with this Circular;

c) Documents as prescribed in Clause 2, 3, 4, 5, 7 of Article 42 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.

2. The report on the results of the public tender offer shall be prepared according to Form 11 promulgated together with this Circular.

Chapter III

ACCEPTANCE AND PROCESSING OF DOCUMENTS FOR PUBLIC OFFERING OF SECURITIES

RA CÔNG CHÚNG ||| Publish PUBLICLY

Article 20. Acceptance of Documents for Registering a Public Offering of Securities

The documents for registering a public offering of securities must be prepared in writing as a single original in Vietnamese and sent to the State Securities Commission, accompanied by an electronic file sent to the address specified by the State Securities Commission. In cases where the documents in the dossier are copies, they must be certified copies. If the original documents in the dossier are prepared in a foreign language, they must have a Vietnamese translation certified by a competent authority or organization legally operating in Vietnam that has the function of translation.

Article 21. Processing of Documents for Registering a Public Offering of Securities

1. Within seven (07) working days from the date of receipt of the documents, the State Securities Commission shall send a letter to the issuing entity specifying the contents and requirements for amendments and supplements (if the documents need to be amended or supplemented). The time taken by the issuing entity to amend and supplement the documents will not be counted towards the period for reviewing and processing the documents;

2. Within thirty (30) days from the date of receipt of complete and valid documents, the State Securities Commission shall issue a certificate of registration for the public offering of securities. In case of rejection, the State Securities Commission shall send a letter specifying the reasons;

3. For the documents for issuing new shares as the basis for the public offering of depositary receipts abroad and the documents for supporting the issuance of depositary receipts abroad based on the number of shares already issued in Vietnam by that entity, within thirty (30) days from the date of receipt of complete and valid reports, the State Securities Commission shall issue a letter of approval or rejection. In case of rejection, the State Securities Commission must specify the reasons;

4. In case of approval by the State Securities Commission, after receiving such approval, the entity issuing shares as the basis for the public offering of depositary receipts abroad or the entity supporting the issuance of depositary receipts abroad based on shares already issued in Vietnam must submit a copy of the registration documents for the public offering of depositary receipts to the State Securities Commission when officially registering with the competent authority of the host country;

5. Before the documents for registering the public offering of depositary receipts abroad are approved by the competent authority of the host country, the entity issuing new shares as the basis for the public offering of depositary receipts abroad or supporting the issuance of depositary receipts abroad based on shares already issued in Vietnam must notify the State Securities Commission of any changes or supplements (if any) in the registration documents for the public offering submitted to the foreign securities regulatory authority;

6. Depositary receipts traded abroad may be cancelled at the request of the holder of the depositary receipt. The issuer of the depositary receipt is responsible for notifying the Vietnam Securities Depository and the State Securities Commission the quantity of depositary receipts cancelled on the 15th and 30th of each month;

Depositary receipts that have been cancelled cannot be reissued except in cases where the issuer registers with the State Securities Commission in accordance with the provisions of Article 18 of this Circular;

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

Article 22. Time limit for supplementing and amending registration documents

Within sixty (60) days from the date the Securities Commission issues a letter requesting the issuer to amend and supplement the registration documents for the public offering of securities, the issuer must complete the documents according to the requirements and submit them to the Securities Commission. If the issuer fails to make the required amendments and supplements within this time frame, the Securities Commission will suspend the examination of the registration documents for the public offering.

Article 23. Completion of procedures for issuing a certificate of registration for the public offering of securities

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

Chapter IV

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

TO THE PUBLIC

Article 24. Announcement of issuance notice

Within seven (07) working days from the date the Certificate of Registration for the Public Offering of Securities becomes effective, the issuer must publish the Issuance Notice on an electronic newspaper or a printed newspaper with nationwide circulation in three consecutive issues, following the model at Appendix 12A and 12B attached to this Circular. The Issuance Notice and the Official Prospectus must also be posted on the issuer's website and the stock exchange where the issuer lists/trades securities (if applicable).

Article 25. Reporting of Offering Results

The issuer must report the results of the securities offering to the Securities Commission within ten (10) days from the completion of the offering. The reporting materials include:

1. Report on the results of the securities offering according to the model at Appendix 13A and 13B attached to this Circular;

2. Confirmation from the bank where the escrow account is opened or confirmation from the supervisory bank regarding the amount of funds received during the offering (except in the case of issuing shares for exchange). For the public offering of securities by credit institutions, the escrow account shall not be opened at the same credit institution.

Article 26. Publication of Information Regarding Receipt of Offering Results

Within seven (07) working days from the date of receiving all valid reporting materials on the results of the securities offering as stipulated in Article 25 of this Circular, the Securities Commission must publish information about the receipt of the issuer's offering result report on the Securities Commission's website. After submitting the report on the offering results to the Securities Commission, the issuer may release the funds received from the offering.

Article 27. Re-registration of Business with New Registered Capital

Except in cases where major shareholders conduct a public offering of shares, within fifteen (15) days from the completion of the offering, the issuer must submit the necessary documents to the Department of Planning and Investment of the province or city where the issuer's business registration certificate was issued to process the change in business registration with the new registered capital according to the provisions of the Enterprise Law.

Chapter V

IMPLEMENTATION

Article 28. Effectiveness of the Circular

This Circular takes effect from January 3, 2013, and replaces Circular No. 17/2007/TT-BTC dated March 13, 2007, issued by the Ministry of Finance guiding the registration documents for public securities offerings, and Circular No. 112/2008/TT-BTC dated November 28, 2008, issued by the Ministry of Finance amending and supplementing Circular No. 17/2007/TT-BTC dated March 13, 2007, issued by the Ministry of Finance guiding the registration documents for public securities offerings.

Abolishes the Public Offering Prospectus Model for Share Issuance and the Public Offering Prospectus Model for Bond Issuance promulgated together with Decision No. 13/2007/QĐ-BTC dated March 13, 2007, of the Minister of Finance.

Article 29. Implementation Organization

During implementation, if there are any difficulties, organizations and individuals related to this matter are requested to report them to the Ministry of Finance for study, guidance, and resolution./.