Circular No. 21/2019/TT-BTC guides the initial public offering and the transfer of state capital through the book-building method.

CIRCULAR

Guidelines on the initial public offering of shares and the transfer of state capital
through the book-building method

Pursuant to the Enterprise Law dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises dated November 26, 2014;

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;

Pursuant to Decree No. 87/2017/ND-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 126/2017/ND-CP dated November 16, 2017 of the Government on transferring state-owned enterprises and limited liability companies wholly owned by state-owned enterprises into joint-stock companies;

Pursuant to Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets in enterprises;

Pursuant to Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government amending and supplementing certain provisions of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets in enterprises;

Pursuant to 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;

Pursuant to Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of 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;

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

The Minister of Finance issues this Circular guiding the initial public offering of shares and the transfer of state capital through the book-building method as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. Scope of Regulation

This Circular guides the following contents:

a. Procedures and formalities for the initial public offering of shares and management and use of proceeds from share privatization through the book-building method; linking the initial public offering of shares through the book-building method with registration, custody, and trading/quotation of distributed shares of entities implementing privatization as prescribed in Article 2 of Decree No. 126/2017/ND-CP dated November 16, 2017 of the Government on transferring state-owned enterprises and limited liability companies wholly owned by state-owned enterprises into joint-stock companies (hereinafter referred to as Decree No. 126/2017/ND-CP);

b. Procedures and formalities for the transfer of state capital and state investment capital in joint-stock companies through the book-building method of entities as prescribed in Article 2 of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets in enterprises (hereinafter referred to as Decree No. 91/2015/ND-CP).

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

a. Entities subject to the initial public offering of shares through the book-building method as prescribed in Article 2 of Decree No. 126/2017/ND-CP.

b. Entities subject to the transfer of capital through the book-building method as prescribed in Clause 1, Clause 2, and Clause 4 of Article 2 of Decree No. 91/2015/ND-CP and the Representative of State Capital Investment in Joint-Stock Companies.

Article 2. Interpretation of Terms

Except for terms already defined in Decree No. 126/2017/ND-CP, Decree No. 91/2015/ND-CP, and Decree No. 32/2018/ND-CP dated March 8, 2018 amending and supplementing certain provisions of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets in enterprises (hereinafter referred to as Decree No. 32/2018/ND-CP), the following terms shall be understood as follows:

1. "Selling shares through the book-building method" is a form of selling shares of a company publicly to competing buyers based on market demand.

2. "Organizations providing underwriting services through the book-building method" refers to one or a group of securities companies licensed to provide underwriting services for companies according to laws on securities and the securities market (hereinafter referred to as Underwriting Organizations).

3. "Underwriting through the book-building method" is the activity of underwriting securities as stipulated in Clause 22, Article 6 of the Securities Law amended and supplemented according to Clause 3, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law and as stipulated in Clause 9, Article 2 of 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 (hereinafter referred to as Underwriting).

4. "Strategic investor" is an investor meeting the requirements set out in Point a, Clause 3, Article 6 of Decree No. 126/2017/ND-CP.

5. "Organization managing orders" is the Stock Exchange providing technical infrastructure and services to manage orders when selling shares through the book-building method.

6. "Book-building agent" is securities companies participating in organizing the sale of shares through the book-building method.

7. "Opening price" is the price determined according to Clause 8, Article 3 of Decree No. 126/2017/ND-CP for the initial public offering of shares, and according to Clause 12 and Clause 15, Article 1 of Decree No. 32/2018/ND-CP for the transfer of state capital and state investment capital in joint-stock companies.

8. "Price range for book-building" is the price range established to reflect market demand for offered shares.

9. "Opening price" is the price of a share offered within the price range for book-building.

10. "Distribution price" is the price at which an investor buys a share based on the results of the book-building process.

Article 3. Principles of Implementation

1. The initial public offering of shares and the transfer of state capital and state investment capital in joint-stock companies through the book-building method must ensure market principles, ensuring transparency, protecting capital, and preventing the loss of state assets.

2. Contents not guided by this Circular regarding the transfer of state-owned enterprises and wholly owned limited liability companies invested with 100% charter capital by state-owned enterprises into joint-stock companies as stipulated in Decree No. 126/2017/ND-CP; the transfer of state capital, state investment capital at joint-stock companies as stipulated in Decrees No. 91/2015/ND-CP and No. 32/2018/ND-CP shall be implemented according to the laws on transferring state-owned enterprises and wholly owned limited liability companies invested with 100% charter capital into joint-stock companies; laws on state capital investment in enterprises and management and use of capital and assets in enterprises.

Chapter II

FIRST PUBLIC SHARE OFFERING THROUGH BOOK-BUILDING METHOD

Article 4. Building the plan for the first public share offering through book-building method

1. The plan for the first public share offering through book-building method is part of the equitization plan as stipulated in Decree No. 126/2017/ND-CP, including at least the following contents:

a) The number of shares offered through book-building method;

b) The range of book-building price established to reflect market demand for the offered shares, serving as the basis for determining the opening price, with the maximum range of book-building price not exceeding twenty percent (20%) from the starting price;

c) The structure of shares sold to investors through book-building method: the ratio of shares sold to public investors (percentage of charter capital), the ratio of shares sold to strategic investors (percentage of charter capital);

d) The ratio (percentage of charter capital) and the maximum number of shares sold to foreign investors;

đ) Principles for prioritizing the determination of distribution price

- Determining the distribution price based on public investors; or

- Determining the distribution price based on strategic investors.

e) Determining the conditions for book-building

Two (02) conditions for implementing book-building shall be determined, including the minimum percentage of the quantity of orders placed for shares and the minimum number of investors placing orders for shares. The minimum percentage of the quantity of orders placed for shares and the minimum number of investors placing orders for shares shall be determined as follows:

- In case the principle of prioritizing the determination of distribution price based on public investors is applied: the minimum percentage of the quantity of orders placed for shares equals the quantity of shares ordered by public investors over the total quantity of shares offered to public investors; the minimum number of investors placing orders for shares is the number of public investors participating in placing purchase orders.

- In case the principle of prioritizing the determination of distribution price based on strategic investors is applied: the minimum percentage of the quantity of orders placed for shares equals the quantity of shares ordered by strategic investors over the total quantity of shares offered to strategic investors; the minimum number of investors placing orders for shares is the number of strategic investors participating in placing purchase orders. The minimum number of strategic investors placing orders in this case must not be less than two (02) investors.

- The minimum percentage of the quantity of orders placed for shares and the minimum number of investors placing orders for shares must be clearly specified in the plan for selling shares.

g) Plan for handling in case of cancellation of orders;

h) Contents of underwriting issuance (if any);

i) Organization managing orders.

2. The sale of shares to employees and grassroots trade unions at joint-stock companies undergoing equitization shall be carried out in accordance with Articles 33 and 42 of Decree No. 126/2017/ND-CP.

Article 5. Implementation of the initial public offering plan through book-building method

1. The Steering Committee for Corporate Shareholding Reform shall perform the following tasks:

a) Submit to the State Capital Representative Body (for state-owned enterprises) or the Board of Directors/Chairman of the state-owned enterprise (for wholly state-owned limited liability companies - hereinafter referred to as second-level enterprises) for approval of the Underwriting Organization (if any);

b) Submit to the State Capital Representative Body (for state-owned enterprises) or the Board of Directors/Chairman of the state-owned enterprise (for second-level enterprises) for approval of the Bookkeeping Organization;

c) Select the Book Builder;

d) Organize the introduction of the share sale plan and market demand survey;

đ) Determine the opening price;

e) Issue the Rules for selling shares through the book-building method according to Appendix 02a attached to this Circular.

2. The enterprise undergoing corporate shareholding reform must complete the sale of shares in accordance with Article 38 of Decree No. 126/2017/NĐ-CP.

Article 6. Organization of the introduction of the initial public offering through the book-building method to investors

1. The Steering Committee for Corporate Shareholding Reform shall organize the selection of strategic investors in accordance with Clause 3, Article 6 of Decree No. 126/2017/NĐ-CP.

2. The Steering Committee for Corporate Shareholding Reform and the enterprise undergoing corporate shareholding reform shall cooperate with the Underwriting Organization (if any) to organize a meeting to introduce the initial public offering through the book-building method to organizational investors and retail investors to survey market demand as follows:

a) For organizational investors: invite a minimum of thirty (30) investors. The invitation letter must be sent at least ten (10) days before the date of the meeting. The sending of the invitation letter must be ensured to reach the contact address of the investor and other methods (if any).

b) For retail investors: the invitation may be made public by posting on the company's website at least ten (10) days before the date of the meeting.

3. The Steering Committee for Corporate Shareholding Reform may use relevant materials related to the sale of shares under the approved shareholding reform plan to introduce the initial public offering through the book-building method.

Article 7. Disclosure of information about the initial public offering plan through the book-building method

The Steering Committee for Corporate Shareholding Reform shall cooperate with the Bookkeeping Organization to disclose information as follows:

1. Provide investors with information related to the enterprise undergoing corporate shareholding reform (Appendix 01a attached to this Circular), the shareholding reform plan, draft Articles of Association of the joint-stock company, Rules for selling shares through the book-building method (Appendix 02a attached to this Circular), and other relevant information as prescribed.

2. Publicly announce at the enterprise undergoing corporate shareholding reform, the Bookkeeping Organization, and on mass media (three consecutive issues of a national newspaper and one local newspaper where the company has its headquarters) the information related to the share sale at least twenty (20) working days before the opening of the book and publicly disclose the information on the Government’s online portal. The announcement must include the following contents: name of the enterprise undergoing corporate shareholding reform; main business activities; registered capital; number of shares offered through the book-building method; starting price; opening price; opening date; eligible participants for purchasing shares; and time and place for submitting applications and depositing earnest money. The announcement includes an English version.

Article 8. Order Book

1. The organization managing the order book must open an order book for each public investor and strategic investor. The order book shall include the following main contents:

a) Information on each investor shall include the following: Investor code number, quantity of shares to be purchased, purchase price, time of purchase;

b) General information on the order book shall include the volume of shares to be purchased at each price level.

2. Time for opening the order book: five consecutive trading sessions. Each session lasts from 9:30 to 11:30 daily.

3. From 9:00 to 9:30 daily before each trading session, the organization managing the order book shall be responsible for publishing information on the results of purchases as follows:

a. Content to be published: cumulative chart of the volume of shares purchased at each price level since the opening of the order book;

b. Means of publication: the electronic information page of the organization managing the order book, the proxy registration agent.

Article 9. Modification of Purchase Orders

Investors may modify their purchase orders regarding price and volume of shares to be purchased as follows:

1. Before placing an order, the investor must cancel the previous purchase order. The investor can only place a new purchase order after confirmation of cancellation of the previous purchase order. The time for placing an order is calculated based on the time of the new purchase order;

2. In case the investor cancels the purchase order without placing a new purchase order, the investor will not be refunded the deposit;

3. In case the investor places a new purchase order with a larger volume than the previous purchase order, the investor must supplement the deposit corresponding to the additional volume of shares to be purchased;

4. In case the investor places a new purchase order with a smaller volume than the previous purchase order, the investor will not be refunded the deposit corresponding to the reduced volume of shares to be purchased.

Article 10. Determination of Registration Results

1. Determining Conditions for Registration

The determination of registration results can only be carried out when the actual ratio of the volume of shares to be purchased and the number of investors actually purchasing shares is greater than or equal to the minimum ratio of the volume of shares to be purchased and the minimum number of investors purchasing shares as stipulated in point e, Clause 1, Article 4 of this Circular.

2. Determining the Distribution Price in cases where the principle of prioritizing the determination of the distribution price according to public investors is applied, it shall be implemented as follows:

a) The distribution price is the highest price at which the maximum number of shares expected to be offered to public investors can be distributed;

b) This distribution price shall be used to distribute shares to public investors and strategic investors.

3. Determining the Distribution Price in cases where the principle of prioritizing the determination of the distribution price according to strategic investors is applied, it shall be implemented as follows:

a) The distribution price is the highest price at which the maximum number of shares expected to be offered to strategic investors can be distributed;

b) This distribution price shall be used to distribute shares to strategic investors and public investors.

4. The distribution of shares to public investors and strategic investors shall be carried out as follows:

a) Investors who are eligible to purchase shares are those who have placed orders at prices equal to or higher than the distribution price. The volume of shares to be distributed shall follow the priority principle in the following order: first, price priority; second, time priority for placing orders (based on the trading session date); and third, distribution priority based on the proportion of the volume of shares ordered in cases where multiple investors place orders to purchase at the same price and time;

b) In cases where multiple investors place orders to purchase at the same price and time according to the third priority order as stipulated in point a, Clause 4 of this Article, the volume of shares allocated to each investor shall be determined as follows:

5. After implementing the determination of the results of distributing shares as stipulated in Clauses 2, 3, and 4 of this Article, the remaining undistributed shares shall be handled as follows:

a) In cases where the principle of prioritizing the determination of the distribution price according to public investors is applied, the distribution of the remaining undistributed shares to strategic investors shall be carried out as follows:

- The distribution to each investor shall be carried out according to the priority principle of price and time of placing orders to purchase in the order book. In cases where multiple investors have placed orders to purchase at the same price and time, the distribution of shares according to the proportion of the volume of shares registered for purchase shall be carried out according to the similar distribution principle stipulated in point b, Clause 4 of this Article.

- The subject eligible to register for purchase is a strategic investor who has placed an order to purchase but has not been able to purchase the full volume of shares ordered.

- The Steering Committee for Shareholding Reform shall cooperate with the organization managing the order book to publish the list of strategic investors eligible to register for purchase mentioned above within one (01) working day from the closing date of the order book.

- Within three (03) working days from the date of publication of the list of strategic investors eligible to register for purchase, investors named in the list shall register to purchase shares at the distribution price with a volume of shares not exceeding the undistributed volume of shares.

b) In cases where the principle of prioritizing the determination of the distribution price according to strategic investors is applied, the remaining undistributed shares to public investors shall be distributed according to the similar principle as stipulated in point a, Clause 5 of this Article.

Article 11. Handling cases where conditions for establishing a book are not met

1. In cases where the actual quantity of shares purchased and the number of investors who actually placed orders do not meet the conditions for establishing a book as stipulated in Point e, Clause 1, Article 4 of this Circular, the Steering Committee for Corporate Shareholding shall be responsible for deciding to nullify the results of the order book, report to the State Capital Representative Agency (for state-owned enterprises) or the Board of Directors/Chairman of state-owned enterprises (for second-tier enterprises), and publicly announce information about the nullification of the order book results in accordance with Clause 1, Article 12 of this Circular.

2. Investors will be refunded their deposit after the Steering Committee for Corporate Shareholding publicly announces information about the nullification of the order book results.

3. Handling after nullifying the results of the order book

a) In cases where the share sale plan through the establishment of a book does not change and reopening the order book has been approved in the share sale plan as stipulated in Point g, Clause 1, Article 4 of this Circular, the Steering Committee for Corporate Shareholding may re-determine the opening price and implement the procedures and formalities for reopening the order book as prescribed in Articles 7 and 8 of this Circular.

b) In cases where the share sale plan through the establishment of a book changes, the Steering Committee for Corporate Shareholding shall report to the State Capital Representative Agency (for state-owned enterprises) or the Board of Directors/Chairman of state-owned enterprises (for second-tier enterprises) to decide on the share sale plan in accordance with Article 4 of this Circular.

Article 12. Announcing Information on the Results of Establishing a Book

1. In cases where the order book results are nullified as stipulated in Clause 1, Article 11 of this Circular, within one (01) working day from the date of the decision to nullify the order book results, the Steering Committee for Corporate Shareholding must announce information about the nullification of the order book results. The notification of the nullification of the order book results to each investor shall be carried out according to the Regulations on the Initial Public Offering through the Establishment of a Book.

2. Within a maximum of three (03) working days from the date of the Record of Determination of the Results of Establishing a Book as attached in Appendix 03a to this Circular, the Steering Committee for Corporate Shareholding and the enterprise undergoing corporate shareholding shall cooperate with the Order Book Management Organization and the Book Establishment Agent to publicly announce the results of establishing a book.

3. Within a maximum of one (01) working day from the date of public announcement of the results of establishing a book as stipulated in Clause 2 of this Article, the Steering Committee for Corporate Shareholding shall be responsible for cooperating with the Order Book Management Organization to send the results of establishing a book to the Book Establishment Agents. The notification of the results to each investor shall be carried out according to the Regulations on the Initial Public Offering through the Establishment of a Book.

4. The announcement of information as stipulated in Clauses 1 and 2 of this Article shall be implemented on the electronic information website of the enterprise undergoing corporate shareholding, the Order Book Management Organization, and the Book Establishment Agent.

Article 13. Guarantee for Issuance

In cases where issuance guarantee is conducted through the establishment of a book, the Guarantee Organization shall purchase shares at the distribution price determined in accordance with Clauses 2 and 3, Article 10 of this Circular.

Chapter III

TRANSFER OF STATE CAPITAL AND INVESTMENT CAPITAL OF STATE ENTERPRISES IN JOINT-STOCK COMPANIES THROUGH THE ESTABLISHMENT OF A BOOK
STATE CAPITAL AT JOINT STOCK COMPANIES ACCORDING TO THE REGISTERED METHOD
ESTABLISHING A REGISTER

Article 14. Developing a Plan for Transfer of Capital Through the Establishment of a Book

The plan for transferring state capital in joint-stock companies and the plan for transferring investment capital of state enterprises in joint-stock companies shall be developed in accordance with Decree No. 91/2015/ND-CP and Decree No. 32/2018/ND-CP. The plan for transferring capital through the establishment of a book shall include at least the contents stipulated in Clause 1, Article 4 of this Circular.

Article 15. Implementation of the capital transfer plan through the book-building method

The owner of state capital or state-owned enterprise capital (hereinafter referred to as the Capital Owner) shall perform the following tasks:

1. Selecting the Issuance Guarantee Organization (if any);

2. Selecting the Order Book Management Organization;

3. Selecting the Book Building Agent;

4. Organizing the introduction of the capital transfer plan, investigating market demand;

5. Determining the opening price for the book;

6. Issuing the Capital Transfer Regulation according to the book-building method as stipulated in Appendix No. 02b attached hereto.

Article 16. Introduction of the capital transfer process through the book-building method to investors

The Capital Owner shall organize the introduction of the capital transfer process through the book-building method similarly as prescribed in Clause 2 and Clause 3 of Article 6 of this Circular.

Article 17. Disclosure of information on the capital transfer plan through the book-building method

The Capital Owner shall cooperate with the Order Book Management Organization to disclose information as follows:

1. Providing investors with information related to the joint-stock company (Appendix No. 0lb attached hereto), the approved capital transfer plan through the book-building method, the Capital Transfer Regulation according to the book-building method (Appendix No. 02b attached hereto), documents proving that the Capital Owner is the legitimate owner of the shares being offered through the book-building method, and other relevant information as prescribed;

2. Publicly announcing information about the sale of shares through the book-building method to investors at least twenty (20) days before the opening of the order book at the main office of the Capital Owner (state-owned enterprise), the joint-stock company whose capital is being transferred, the Order Book Management Organization, via mass media (three consecutive issues of a national newspaper and one local newspaper where the Capital Owner has its main office, where the joint-stock company has its main office), and posting it on the Capital Owner's, Order Book Management Organization's, and the joint-stock company's website (if applicable). The announcement must include the following contents: name of the Capital Owner; name of the joint-stock company; main business activities; registered capital; number of shares offered through the book-building method; starting price; opening price; time of opening the book; eligible participants for purchasing shares; and the time and place for submitting applications and deposit money. The announcement includes an English version.

Article 18. Order Book

The opening of the order book and daily disclosure of order book information shall be carried out as prescribed in Article 8 of this Circular.

Article 19. Modification of Purchase Orders

The modification of purchase orders shall be carried out as prescribed in Article 9 of this Circular.

Article 20. Determination of Book-Building Results

1. The determination of book-building results can only be conducted when the actual ratio of the quantity of shares placed for purchase and the actual number of investors placing orders for shares are greater than or equal to the minimum ratio of the quantity of shares placed for purchase and the minimum number of investors placing orders for shares as stipulated in the capital transfer plan under Article 14 of this Circular.

2. The Capital Owner shall determine the book-building results similarly as prescribed in Clause 2, Clause 3,Clause 4 and Clause 5 of Article 10 of this Circular.

Article 21. Handling cases where conditions for establishing a book are not met

1. In cases where the actual volume of shares purchased and the number of investors purchasing actually do not meet the conditions for establishing a book as stipulated in Article 14 of this Circular, the Capital Owner shall be responsible for deciding to invalidate the results of the book and publicly announce information on invalidating the results of the book in accordance with Clause 1 of Article 22 of this Circular.

2. Investors will be refunded their deposit money after the Capital Owner announces information about invalidating the results of the book.

3. Handling after nullifying the results of the order book

4. In cases where the share transfer plan through the book establishment method remains unchanged and reopening the book has been approved in the share transfer plan as stipulated in Article 14 of this Circular, the Capital Owner may re-determine the opening price and implement the procedures and formalities for opening the book in accordance with Articles 17 and 18 of this Circular.

5. In cases where the share transfer plan through the book establishment method changes, the Capital Owner decides on the share sale plan as stipulated in Article 14 of this Circular.

Article 22. Announcing Information on Book Establishment Results

1. In cases where the results of the book are invalidated according to Clause 1 of Article 21 of this Circular, within one (01) working day from the date of the decision to invalidate the results of the book, the Capital Owner must announce information on invalidating the results of the book. The notification of invalidation of the results of the book to each investor shall be carried out in accordance with the Rules on Share Transfer through the Book Establishment Method.

2. Within a maximum of three (03) working days from the date of recording the Minutes of Determining the Book Establishment Results as attached in Appendix 03b of this Circular, the Capital Owner shall cooperate with the Book Management Organization and the Book Establishment Agent to publicly announce the book establishment results.

3. Within a maximum of one (01) working day from the date of publicly announcing the book establishment results as stipulated in Clause 2 of this Article, the Capital Owner shall be responsible for cooperating with the Book Management Organization to send the book establishment results to the Book Establishment Agents. The notification of results to each investor shall be carried out in accordance with the Rules on Share Transfer through the Book Establishment Method.

4. The announcement of information as stipulated in Clauses 1 and 2 of this Article shall be implemented on the electronic information website of the Capital Owner, the Book Management Organization, and the Book Establishment Agent.

Article 23. Guarantee for Issuance

In cases where guarantee for issuance is implemented through the book establishment method, the Issuance Guarantee Organization shall purchase shares at the determined distribution price as stipulated in Clause 2 of Article 20 of this Circular.

Chapter IV

MANAGEMENT OF DEPOSITS AND FUNDS FROM SHARE SALES

Article 24. Management of Deposits and Payment for Purchasing Shares

1. Investor Deposits

a) Public investors are responsible for submitting a deposit equal to ten percent (10%) of the value of the shares purchased based on the opening price;

b) Strategic investors are responsible for submitting a deposit, margin, or having a guarantee from a credit institution or foreign bank branch in accordance with the provisions of the law, with a value equal to twenty percent (20%) of the value of the registered shares to be purchased based on the initial price in the approved privatization plan under Point h, Clause 3, Article 6 of Decree No. 126/2017/NĐ-CP.

2. Payment for Purchasing Shares

a) Within ten (10) days from the date of announcing the book establishment results, investors complete the purchase and sale of shares and transfer the purchase money into the account designated for receiving the purchase money according to the Rules on Selling Shares through the Book Establishment Method.

b) The deposit is deducted from the total amount payable for purchasing shares. If the deposit exceeds the amount payable, the investor will be refunded the difference within three (03) working days from the end of the payment period for purchasing shares.

c) If the investor fails to pay or does not fully pay the amount due for purchasing shares beyond the payment period, the investor will not be refunded the corresponding deposit for the unpaid shares or will be penalized an equivalent amount of the deposit in case of margin or guarantee, the unpaid shares will be considered unsold shares and handled according to the regulations.

3. The purchase and sale of shares shall be settled in Vietnamese Dong. Settlement shall be made in cash or by transfer.

Article 25. Transfer of Proceeds from the Sale of Shares of Listed Enterprises

1. Within two (02) working days from the expiration date of payment for purchasing shares by investors, the Share Registration Agent shall be responsible for transferring the proceeds from the initial sale of shares to the Organization managing the share registration orders.

2. Within five (05) working days from the expiration date of payment for purchasing shares by investors, the Organization managing the share registration orders shall transfer the proceeds obtained from the sale of shares according to the share registration method as follows:

a) Transfer the proceeds from the sale of shares to the listed enterprise.

- For listed enterprises that are state-owned enterprises: transfer the proceeds from the sale of shares corresponding to the labor policy resolution expenses and the listing costs as determined in the listing plan.

- For listed enterprises that are wholly owned by state-owned enterprises: transfer the proceeds from the sale of shares corresponding to the labor policy resolution expenses, listing costs as determined in the listing plan, and tax obligations (if any).

b) Transfer the remaining proceeds from the sale of shares to the Enterprise Support and Development Fund (including any deposit not to be refunded to the investor if applicable).

Article 26. Transfer of Proceeds from Capital Transfer

1. Within two (02) working days from the expiration date of payment for purchasing shares, the Share Registration Agent shall be responsible for transferring the proceeds from the capital transfer to the Organization managing the share registration orders.

2. Within fifteen (15) days from the date of announcing the share registration results, the Organization managing the share registration orders shall transfer the proceeds from the capital transfer (including any deposit not to be refunded to the investor if applicable) into the account designated for receiving proceeds from the capital transfer as stipulated in Decree No. 91/2015/ND-CP and Decree No. 32/2018/ND-CP.

Chapter V
IMPLEMENTATION

Article 27. Responsibilities of the State Capital Representative Agency, Board of Members, or Chairman of State-Owned Enterprises for the Initial Sale of Shares

The State Capital Representative Agency (for state-owned enterprises as specified in Clause 2 of Article 2 of Decree No. 126/2017/ND-CP), the Board of Members, or the Chairman of state-owned enterprises as specified in Clause 2 of Article 2 of Decree No. 126/2017/ND-CP (for second-level enterprises as specified in Clause 3 of Article 2 of Decree No. 126/2017/ND-CP) shall have the following responsibilities:

1. Decide or submit to the competent authority for approval the listing plan including the share sale plan according to the share registration method stipulated in Clause 1 of Article 4 of this Circular for enterprises under their jurisdiction.

2. Approve the list of strategic investors as prescribed in Clause 3 of Article 6 of Decree No. 126/2017/ND-CP.

3. Inspect and supervise the Listing Steering Committee and the listed enterprise in implementing the sale of shares according to the approved plan.

4. Decide on the share registration results.

5. Fulfill other responsibilities as prescribed in this Circular.

Article 28. Responsibilities of the Listing Steering Committee

1. Submit to the competent authority for decision on the initial share sale plan according to the share registration method, which includes the contents stipulated in Clause 1 of Article 4 of this Circular.

2. Report to the competent authority for decision on approving the list of strategic investors as prescribed in Clause 3 of Article 6 of Decree No. 126/2017/ND-CP.

3. Check and complete all information related to the listing.

4. Announce and provide to the Organization managing the share registration orders full and accurate information about the enterprise before selling shares according to the regulations.

5. Send the Application for Registration of Initial Share Sale according to the share registration method and related documents on the listing to the Organization managing the share registration orders, simultaneously sending them to the Vietnam Securities Depository and the Stock Exchange to register the initial share sale according to the share registration method with the registration of share codes, registration, custody, and trading or listing (if eligible) of the distributed shares.

6. Select the Share Registration Agent.

7. Sign a contract or authorize the listed enterprise to sign a contract providing services for the initial share sale according to the share registration method with organizations implementing the share sale.

8. Decide on the opening price.

9. Issue the Information Announcement on the Initial Share Sale according to the share registration method, the Rules for Initial Share Sale according to the share registration method.

10. Coordinate with the Organization managing the share registration orders and the Share Registration Agent to publicly announce to investors all relevant information about the enterprise and the share sale according to the regulations.

11. Supervise the share sale when the enterprise sells at the Organization managing the share registration orders.

12. Safeguard the information on the Order Form for Purchasing Shares of investors until the closing of the share registration orders.

13. Decide to cancel the share registration results (if any), report to the competent authority, and announce the information on the cancellation of the share registration results according to the regulations.

14. Publicly announce the list of investors who have placed orders but have not been allocated all the shares they ordered as stipulated in Clause 5 of Article 10 of this Circular.

15. Determine and submit to the State Capital Representative Agency (for state-owned enterprises) or the Board of Members/Chairman of state-owned enterprises (for second-level enterprises) for decision on the distribution price and the share registration results.

16. Sign the Minutes Confirming the Share Registration Results.

17. Summarize and report the share registration results to the competent authority.

18. Publicly announce the share registration results.

19. Report to the competent authority on the results of the share sale according to the regulations.

20. Fulfill other responsibilities as prescribed in this Circular.

Article 29. Responsibilities of the Enterprise for Shareholding Reform

1. Provide complete and accurate information about the enterprise undergoing shareholding reform (including the shareholding reform plan and draft Articles of Organization and Operation of the joint-stock company) before selling shares in accordance with this Circular.

2. Sign the Minutes to confirm the results of the share listing process in accordance with this Circular.

3. Pay the proceeds from the shareholding reform in accordance with regulations. In case of late payment, the enterprise undergoing shareholding reform must pay additional interest as stipulated in Clause 3, Article 39 of Decree No. 126/2017/ND-CP.

4. Publicize and disclose information on the shareholding reform of the enterprise in accordance with Clause 1, Article 11 of Decree No. 126/2017/ND-CP.

5. When losses occur due to violations or failure to comply with the provisions of this Circular, the enterprise undergoing shareholding reform and related individuals shall be responsible for compensation in accordance with the law.

Article 30. Responsibilities of the Vietnam Securities Depository Center and the Stock Exchange

1. Responsibilities of the Vietnam Securities Depository Center

Implement the issuance of share codes for the sale through the listing method, registration, custody, and settlement of transactions for the shares already paid by the enterprise undergoing shareholding reform sold through the listing method. These share codes will be uniformly used when selling shares through the listing method, registration, custody, and trading registration or listing registration.

2. Responsibilities of the Stock Exchange

Organize trading of shares distributed through the listing method by enterprises that have completed their payment obligations in accordance with this Circular.

Article 31. Responsibilities of the Capital Owner Regarding the Transfer of Capital

1. Decide on the share transfer plan through the listing method as prescribed in Article 14 of this Circular.

2. Verify and finalize all information related to the sale of shares through the listing method.

3. Submit the Registration Form for Selling Shares through the Listing Method and relevant documents related to capital transfer to the Order Management Organization.

4. Select the Listing Agent.

5. Sign a service contract for selling shares through the listing method with organizations implementing the sale of shares.

6. Determine the opening price.

7. Announce and provide the Order Management Organization with full and accurate information and relevant documents regarding the sale of shares through the listing method before selling shares in accordance with regulations.

8. Issue the Information Announcement on Capital Transfer through the Listing Method and the Rules on Capital Transfer through the Listing Method.

9. Coordinate with the Order Management Organization and the Listing Agent to publicly announce to investors all information related to the sale of shares in accordance with regulations.

10. Supervise the sale of shares when the enterprise sells at the Order Management Organization.

11. Protect the information on the Share Purchase Order Forms of investors until the closing of the order book.

12. Decide and announce information on the cancellation of the order book results (if applicable) in accordance with regulations.

13. Announce the list of investors who have placed orders but have not been allocated all the shares they ordered in accordance with Clause 2, Article 20 of this Circular.

14. Determine the distribution price and the listing results.

15. Sign the Minutes to confirm the listing results.

16. Publicly announce the listing results.

17. Summarize and report to the competent authority on the results of the share sale in accordance with regulations.

18. Fulfill other responsibilities as prescribed in this Circular.

Article 32. Responsibilities of the Issuer Guarantee Organization

1. Access to documentation and information on corporate shareholding from the stage of determining enterprise value to the stage of selling shares.

2. Access to documentation and information about the enterprise whose shares are being offered for sale and the capital transfer plan.

3. Fulfill obligations and commitments under the Issuer Guarantee Contract.

4. Bear responsibility for fulfilling obligations and commitments under the Issuer Guarantee Contract (if applicable).

Article 33. Responsibilities of the Share Ledger Management Organization

1. Request enterprises undergoing shareholding reform/Shareholding Reform Steering Committee/State Capital Owner to provide complete documentation and information on share sales as prescribed.

2. Publish information as prescribed in this Circular.

3. Open the share ledger to accept purchase orders from investors through Registration Agents and organize the management of the share ledger.

4. Publish information on the volume of purchase orders as prescribed.

5. Maintain confidentiality of information on the Share Purchase Order Form of investors until the share ledger is closed.

6. Close the share ledger and terminate the registration process.

7. Sign the Minutes confirming the registration results, publish the registration results, and receive payment for share purchases as prescribed.

8. Submit proceeds from share sales as prescribed in this Circular. In case of late submission, the Share Ledger Management Organization must pay additional interest as prescribed in Clause 3, Article 39 of Decree No. 126/2017/ND-CP; Decree No. 91/2015/ND-CP and Decree No. 32/2018/ND-CP.

9. Report to state management agencies on the results of share sales as prescribed.

10. Fulfill other responsibilities as prescribed in this Circular.

Article 34. Responsibilities of the Registration Agent

1. Register with the Share Ledger Management Organization regarding the role of the registration agent.

2. Receive applications to participate in share purchases, collect deposit payments, and issue Share Purchase Order Forms to investors.

3. Receive Share Purchase Order Forms, enter information on the Share Purchase Order Form into the system of the Share Ledger Management Organization.

4. Maintain confidentiality of information on the Share Purchase Order Form of investors until the share ledger is closed.

5. Fulfill other responsibilities as prescribed in this Circular.

Article 35. Responsibilities of the Ministry of Finance

1. Guide agencies, organizations, and state-owned enterprises undergoing shareholding reform on share sales according to the book-building method as prescribed in this Circular and related regulations.

2. Coordinate with agencies, organizations, and state-owned enterprises undergoing shareholding reform to address issues arising during the share sales process.

Article 36. Responsibilities of Investors

Investors participating in share purchases are responsible for implementing regulations on share purchase rights, the Share Sale Regulations according to the book-building method, and the provisions of this Circular.

Article 37. Effective Date

Article 37. Effective Date

1. This Circular takes effect from June 3, 2019.