Circular No. 228/2012/TT-BTC guides the establishment and management of real estate investment funds.

CIRCULAR

Guidelines for Establishing and Managing Real Estate Investment Funds

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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 Law on Prices dated June 20, 2012;

Based on 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. 118/2008/NĐ-CP dated November 27, 2008, of 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 to guide the establishment and management of real estate investment funds.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular stipulates the raising of capital, establishment, management, and supervision of the investment activities of real estate investment funds, which are organized and operate under the form of public securities investment funds or public securities investment companies.

2. The subjects to which this Circular applies include:

a) Fund management company, depositary bank, custodian bank, appraisal organization;

b) Real estate investment fund, real estate securities investment company;

c) Board of representatives of the fund, board of directors of the real estate securities investment company, investors, shareholders of the real estate investment fund, real estate securities investment company;

d) Related organizations and individuals.

Article 2. Interpretation of Terms

In addition to the terms already 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), the following terms in this Circular shall be understood as follows:

1. Real estate securities investment company is a real estate investment fund organized in the form of a publicly traded joint-stock company in accordance with the laws on enterprises.

2. Appraisal report on real estate is a document reflecting the results of the appraisal of real estate prepared by the real estate appraisal organization at the request of the client.

3. Property management service is the activity of organizations or individuals engaged in property services authorized by the owner or user of the property to carry out preservation, maintenance, supervision, operation, and exploitation of the property according to the property management contract.

4. Distributor is a securities company, fund management company.

5. Real estate valuation is advisory activity, determining the value of a specific piece of real estate at a specific point in time.

6. Real estate business activities include real estate business and real estate service business. Among them:

a) Real estate business involves investing capital to create, purchase, receive transfers, lease, lease-purchase real estate for sale, transfer, lease, sublease, lease-purchase for profit-making purposes;

b) Real estate service business includes supporting activities for real estate business and the real estate market, including real estate brokerage, real estate valuation, real estate trading floors, real estate consulting, real estate auctions, real estate advertising, property management.

7. Individual dossier includes the provision of information according to the model prescribed in Appendix No. 09 issued together with this Circular, a certified copy of identity card, passport, or other legally recognized personal identification.

8. Sale and purchase of houses and construction works to be formed in the future refers to the sale and purchase of houses and construction works that have not yet been formed or are being formed according to the project dossier, design drawings, and specific progress schedule at the time of signing the contract.

9. Person with related interests in an individual or organization refers to individuals or organizations related to such individual or organization as follows:

a) Individuals who have marital or family relations with such individual;

b) Organizations in which such individual, along with individuals having marital or family relations (if any), hold more than thirty percent (30%) of the charter capital;

c) Group of affiliated companies.

10. Fund manager is a fund manager appointed by the fund management company to manage and direct the investment activities of the real estate investment fund, real estate securities investment company.

11. Group of affiliated companies refers to organizations related to each other as follows:

a) Parent-subsidiary company (holding fifty-one percent (51%) or more of the charter capital);

b) Joint venture company (holding fifty percent (50%) of the charter capital);

c) Associated company (holding thirty percent (30%) or more of the charter capital).

12. Real estate project development includes one or several of the following activities: as follows:

a) Participating in land auction, bidding for real estate projects;

b) Proposing projects to competent state agencies for permission to construct and sell;

c) Implementing the construction of infrastructure works, construction projects, and housing according to the detailed planning of the project approved by competent state agencies, including detailed design; bidding and selecting contractors; organizing construction and supervising construction activities;...in accordance with the laws on real estate business.

13. Real estate investment fund is a type of closed-end fund that offers units of the fund to the public and does not repurchase them upon investor's request, with the aim of generating profits from real estate investments as stipulated in Clause 1 and Clause 2 of Article 91 of Decree No. 58/2012/NĐ-CP.

14. Charter capital of the real estate fund, real estate securities investment company is the amount of capital contributed by investors, shareholders recorded in the fund charter, company charter.

Chapter II

REAL ESTATE INVESTMENT FUND

Mục 1. INVITATION TO BUY AND ESTABLISH THE FUND

Article 3. General Provisions on Real Estate Investment Funds

1. The name of the fund must comply with the provisions of the law on enterprises, be written in Vietnamese, may include numbers and symbols that can be pronounced, and must contain at least the following elements:

a) The phrase "real estate investment fund";

b) Specific name.

2. State agencies and units of the People's Armed Forces of Vietnam shall not participate in contributing capital to establish the fund or purchase real estate investment fund certificates. Participation in contributing capital to establish the fund or purchasing real estate investment fund certificates by credit institutions, insurance companies, securities trading organizations, and state-owned joint-stock companies with a single member shall be carried out in accordance with the relevant specialized laws.

3. In cases where the charter of the real estate investment fund stipulates that foreign investors may own more than 49% of the registered capital, the fund must register for a securities trading code in accordance with the law and be subject to the provisions of the law regarding ownership restrictions applicable to foreign investors.

4. The disclosure of information about the activities of real estate investment funds as prescribed in this Circular shall be implemented through the following mass media:

a) On the website of the fund management company. If deemed necessary, the fund management company may simultaneously disclose information on the website of the supervisory bank and distribution agent;

b) Mass media of the Securities Depository Center and the Stock Exchange;

c) Other mass media as prescribed by the law on information disclosure in the securities market.

5. The charter of the real estate investment fund issued for the first time shall be established by the fund management company according to the model prescribed in Appendix No. 05 attached to this Circular. Investors registering to purchase fund certificates are deemed to have approved this charter. In cases of amending or supplementing the charter of the fund already issued, the fund management company must seek the opinion of the investor assembly. Where the charter of the fund provides for such implementation, the fund management company may amend or supplement the charter related to grammatical errors, spelling errors, and punctuation without affecting the content of the charter without having to seek the opinion of the investor assembly. After amendment and supplementation, the fund management company must notify investors of the amended and supplemented contents.

6. The fund management company must prepare and provide to investors the prospectus and summary prospectus, containing all the information as prescribed in Appendices No. 06 and No. 07 attached to this Circular. The prospectus and summary prospectus must be updated when important information arises or is updated periodically according to the frequency specified in the charter. The prospectus and summary prospectus must be presented clearly, minimize the use of technical terms, be published on the website of the fund management company, and provided free of charge to investors upon request.

7. The assets of the fund belong to the investors participating and holding fund certificates in proportion to their contributions, and are not the property of the fund management company or the supervisory bank. The fund management company may only use the fund's assets to settle the fund's financial obligations and may not use these assets to settle or guarantee the debts or payment obligations of other companies or individuals in any form or under any circumstances.

Article 4. Registration for Offering and Issuance of Additional Real Estate Investment Fund Certificates

1. The offering and issuance of real estate investment fund certificates to the public includes the initial offering to raise funds for establishing the fund and additional issuance to increase capital.

2. The initial offering of fund certificates to the public must be registered with the State Securities Commission by the fund management company and comply with the following provisions:

a) The provisions set forth in Clause 3, Article 12 of the Securities Law;

b) The fund management company must have sufficient capital and personnel as prescribed by laws on the establishment, organization, and operation of fund management companies; it shall not be placed under operational control, special control, temporary suspension of operations, cessation of operations, or be undergoing merger, consolidation, dissolution, or bankruptcy proceedings;

c) The fund management company shall not be in a state of being penalized for violations in the securities sector without fully implementing the sanctions and remedial measures according to the decision of the competent authority;

3. The issuance of additional real estate investment fund certificates must be registered with the State Securities Commission by the fund management company and comply with the following provisions:

a) Meeting the conditions stipulated in Clause 1 and Clause 2, Article 94 of the Securities Law;

b) Having an issuance plan and capital usage plan approved by the most recent investors' meeting. The issuance plan must include the following contents:

- Information on the subscription ratio; principles and methods for determining the issuance price; the expected dilution level of fund certificates after issuance; methods for determining the issuance price; the successful issuance ratio or the minimum amount of money to be raised in the issuance round and the handling plan in case the successful issuance ratio is not reached or the minimum amount of money is not collected as planned; criteria for selecting investors for subscription and methods for determining subscription conditions in case the entire number of additional fund certificates to be issued is not distributed;

- Information on the capital usage plan; objectives, plans, disbursement schedule (if applicable); total investment value, information on real estate to be invested (if applicable) as prescribed in Point b, Clause 4, Article 14 of this Circular;

c) The issuance documents, issuance time, specific issuance price, criteria for determining and distribution targets in case the entire subscription rights are not distributed must be approved by the fund's representative board;

d) Only existing fund investors may subscribe through the issuance of subscription rights for fund certificates. Subscription rights for fund certificates can be transferred. In case existing investors do not exercise their subscription rights, the fund management company may offer the remaining fund certificates to other investors.

4. The registration documents for the initial offering of real estate investment fund certificates to the public include:

a) Public Offering Registration Form for Fund Certificates according to Model 01 attached to this Circular;

b) Fund Charter;

c) Prospectus, Summary Prospectus;

d) Principle Agreement on Depositary Services and Supervision between the fund management company and the supervisory bank;

đ) Principle Agreement on Distribution of Fund Certificates between the fund management company and distributors;

e) A list of at least two (02) fund managers along with personal files and related documents including:

- A valid copy of the fund management license;

- A valid copy of the real estate valuation certificate as prescribed by laws on real estate business and documents proving at least two (02) years of experience in real estate valuation at real estate businesses, real estate service organizations, appraisal firms, or a valid copy of the appraiser certification card; or documents proving passing all subjects of the appraiser examination including: basis for forming prices; principles and methods of valuation; real estate valuation; and enterprise value assessment (this provision applies to fund managers managing real estate portfolios);

g) Issuer Guarantee Commitment (if any).

5. The registration documents for additional issuance of real estate investment fund certificates include:

a) Documents as prescribed in Points a, b, and c of Clause 4 of this Article, where the fund charter provides for the increase in fund capital;

b) Minutes and resolutions of the investors' meeting approving the additional issuance of fund certificates to increase fund capital, approving the issuance plan and capital usage plan; minutes and resolutions of the fund's representative board approving the registration documents and the contents prescribed in Point c of Clause 3 of this Article;

c) Annual financial report of the year immediately preceding the proposed additional issuance of fund certificates, audited by an approved auditing organization, ensuring that the fund's profit for that year is positive;

d) Valuation result reports, appraisal certification letters, copies of relevant legal documents for each category of real estate to be invested (if applicable), including copies of real estate ownership certificates, land use rights certificates, or legal documents proving ownership and use rights according to the law for existing real estate; construction permits or project and design drawings already approved for ongoing construction real estate; design drawings, completion documents, and acceptance handover records for real estate projects without ownership or use certificates; project documents, design drawings, and construction progress for future buildings and structures; and other documents, papers, and legal documents as prescribed by relevant laws.

6. The registration documents for the initial offering of real estate investment fund certificates to the public and additional issuance of fund certificates prescribed in Clauses 4 and 5 of this Article must be compiled into one (01) original set accompanied by electronic data files. The original set of documents must be directly submitted to the State Securities Commission or sent via postal service.

7. The fund management company shall be responsible for ensuring that the information in the application file is accurate, truthful, not misleading, and contains all important contents affecting investors' decisions. During the period when the application file is being reviewed, the fund management company has the obligation to update, amend, and supplement the application file if inaccurate information is discovered, newly generated or important information is omitted according to the provisions that must be included in the application file, or if it deems necessary to explain issues that may cause misunderstanding. The amended and supplemented document must bear the signature of those who signed the original application file or of persons holding the same position as those individuals or of the legal representative of the company.

In the case of issuing additional fund certificates, the fund management company must disclose information about amendments, supplements, and newly generated information in accordance with the method prescribed in Clause 4, Article 3 of this Circular.

8. During the period when the State Securities Commission reviews the registration application for the public offering of real estate investment fund certificates, the fund management company and related parties may only use the information in the prospectus truthfully and accurately to survey the market, clearly stating that all information is merely anticipated. This information provision shall not be made through mass media.

9. Within thirty (30) days from the date of receiving a complete and valid application file in accordance with Clauses 4 and 5 of this Article, the State Securities Commission shall issue a certificate of registration for the initial public offering of fund certificates or a certificate of registration for the issuance of additional fund certificates. In the event of rejection, the State Securities Commission must provide a written response specifying the reasons.

10. The certificate of registration for the public offering of fund certificates and the certificate of registration for the issuance of additional fund certificates issued by the State Securities Commission to the fund management company is a confirmation that the application for the registration of the public offering and issuance of real estate investment fund certificates meets the conditions and procedures stipulated by law.

Article 5. Offering and Distribution of Real Estate Investment Fund Certificates

1. The public offering of fund certificates can only be carried out after the State Securities Commission issues a certificate of registration for the public offering of fund certificates.

2. Within seven (07) days from the date the registration certificate becomes effective, the fund management company must publish the offering notice in accordance with Clause 4, Article 3 of this Circular and simultaneously submit it to the State Securities Commission. The offering notice must contain all contents as prescribed in Appendix No. 02 attached to this Circular.

3. The fund management company, distribution agents, and underwriting organizations (if any) must distribute fund certificates fairly and transparently, ensuring a minimum subscription period of twenty (20) days for investors; this period must be recorded in the offering notice.

If the number of fund certificates subscribed exceeds the number of certificates offered, the fund management company must allocate all permissible offered certificates to investors based on their respective subscription ratios.

4. All investor contributions must be frozen in a separate account opened at a supervisory bank and can only be released after the fund establishment registration certificate becomes effective. The supervisory bank is responsible for paying interest to the fund at a minimum rate equal to the current non-interest-bearing rate during the freezing period.

5. The fund management company must complete the distribution of fund certificates within ninety (90) days from the date the public offering registration certificate becomes effective. If unable to complete the distribution within this period, the fund management company must submit a request to the State Securities Commission for an extension of the distribution period.

Within seven (07) days from the date of receipt of the fund management company's request, the State Securities Commission will consider extending the distribution period, but not exceeding thirty (30) days. In the event of rejection, the State Securities Commission must provide a written response specifying the reasons.

6. Within three (03) days from the completion of the offering round or the expiration of the offering registration certificate, the fund management company must notify the State Securities Commission and simultaneously disclose information in accordance with Clause 4, Article 3 of this Circular regarding the failure of the fund to meet the establishment conditions if any of the following situations occur:

a) There are fewer than one hundred (100) investors purchasing fund certificates, excluding professional securities investors; or

b) The total value of funds raised is less than fifty (50) billion Vietnamese dong or lower than the minimum capital amount expected to be raised as stipulated in the fund charter (if applicable).

7. In the event that the fund fails to meet the establishment conditions as specified in Clause 6 of this Article, within fifteen (15) days from the completion of the offering round or the expiration of the offering registration certificate, the fund management company must refund all contributions made by investors, including accrued interest (if any), and bear all costs incurred from raising capital.

8. Suspension and cancellation of the offering round shall be implemented in accordance with Articles 22 and 23 of the Securities Law.

9. In the case of issuing additional fund certificates to increase capital, the procedures and formalities for announcing the issuance and distributing subscription rights shall be carried out in accordance with Clauses 1, 2, 3, 4, and 5 of this Article, and other relevant securities laws applicable to listed entities and corporate laws.

Article 6. Registration for establishment of real estate investment fund, adjustment of certificate of registration for establishment of real estate investment fund

1. Within ten (10) days from the completion of the offering period or the expiration of the registration for offering, the fund management company must submit to the State Securities Commission the registration dossier for establishing the fund including:

a) The fund establishment registration form as prescribed in Appendix No. 04 issued together with this Circular;

b) The report on the results of the offering period as prescribed in Appendix No. 03 issued together with this Circular, accompanied by a confirmation letter from the supervisory bank regarding the amount of capital raised during the offering period and the number of investors participating in the contribution.

2. In case additional fund certificates are issued to increase capital, within five (05) days from the end of the issuance period, the fund management company must request the State Securities Commission to adjust the certificate of registration for establishment of the real estate investment fund. The dossier for requesting the adjustment of the certificate of registration for establishment of the fund includes the documents prescribed in Clause 1 of this Article.

3. The registration dossier for establishing the fund, adjusting the certificate of registration for establishing the fund shall be prepared in one (01) original copy along with an electronic data file. The original dossier shall be directly submitted to the State Securities Commission or sent via postal service.

4. Within ten (10) days from the date of receipt of a complete and valid dossier, the State Securities Commission shall issue the certificate of registration for establishment of the fund or adjust the certificate of registration for establishment of the fund. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Article 7. Confirmation of ownership of fund certificates

1. Within five (05) days from the date the certificate of registration for establishment of the fund or the adjusted certificate of registration for establishment of the fund becomes effective, the fund management company has the responsibility to confirm ownership for investors with the number of fund certificates purchased and establish an investor registration book with the main contents as follows:

a) Name and main address of the fund management company; name and main address of the supervisory bank; full name of the fund; stock code of the fund (if applicable);

b) Total number of fund certificates authorized for sale; total number of fund certificates sold and total capital raised for the fund;

c) List of investors: full name, valid identification card number or passport number, contact address (for individuals), full name, abbreviated name, business registration number, main address (for organizations); securities deposit account number (if applicable); quantity of fund certificates owned; ownership ratio; purchase registration date and payment date;

d) Date of establishment of the investor registration book.

2. Information about investors in the investor registration book serves as the basis for confirming the ownership of fund certificates by such investors.

3. The fund management company shall carry out registration and custody of fund certificates in accordance with the laws on registration and custody of securities.

4. Within forty-five (45) days from the date the State Securities Commission's certificate of registration for establishment of the real estate investment fund becomes effective, the fund management company shall submit to the State Securities Commission:

a) Minutes of meeting or ballot count and resolution of the investor assembly on the fund board and members of the fund board;

b) List and individual files of the fund board members.

Article 8. Listing of Real Estate Investment Fund Certificates

1. Within thirty (30) days from the date on which the certificate of registration or the certificate of establishment adjustment of the fund becomes effective, the fund management company must complete the listing of fund certificates on the stock exchange in accordance with the provisions of the law.

2. An investor who registers to purchase fund certificates shall be deemed to have consented to the listing of fund certificates. In cases where the fund charter provides for and such provisions have been published in the prospectus, the listing and additional listing of newly issued fund certificates does not require the approval of the investors' general meeting.

Section 2. INVESTMENT ACTIVITIES OF REAL ESTATE INVESTMENT FUNDS

Article 9. Portfolio and Investment Activities of Real Estate Investment Funds

1. The investment portfolio of the real estate investment fund must be consistent with the objectives and investment policies stipulated in the fund charter and announced in the prospectus, including the following types of assets in Vietnam:

a) Deposits at commercial banks in accordance with banking laws;

b) Money market instruments including securities and transferable instruments as prescribed in the banking sector;

c) Government bonds, government-guaranteed bonds, local government bonds;

d) Listed shares, registered-for-trading shares, listed bonds on the Vietnamese Stock Exchange;

đ) Unlisted shares, unregistered-for-trading shares of public companies; unlisted bonds of issuers operating under Vietnamese law; shares of joint-stock companies, equity contributions in limited liability companies;

e) Securities and other assets as prescribed by law and guidelines of the Ministry of Finance;

g) Real estate that complies with the provisions of Clause 4 of this Article.

2. The fund management company may only deposit money and invest in money market instruments specified in points a and b of Clause 1 of this Article at commercial banks approved by the fund's board of representatives.

3. The structure of the investment portfolio of the real estate investment fund must comply with the following regulations:

a) Invest a minimum of sixty-five percent (65%) and a maximum of one hundred percent (100%) of the net asset value of the fund in real estate as prescribed in Clause 4 of this Article;

b) Not invest more than thirty-five percent (35%) of the net asset value of the fund in assets in Vietnam as prescribed in points a, b, c, d, đ, e of Clause 1 of this Article and ensure the following limits:

- Not invest in the securities of one issuer exceeding five percent (5%) of the total value of the fund's assets, except for government bonds;

- Not invest more than ten percent (10%) of the total number of securities circulating of one issuer, except for government bonds;

- Not invest more than ten percent (10%) of the total value of the fund's assets in securities issued by a group of companies with parent-subsidiary or affiliated relationships;

- Not use the fund's capital and assets to lend or guarantee loans, except for deposits as prescribed in point a of Clause 1 of this Article; not use the fund's assets to conduct margin transactions (buying securities on margin), short selling (lending securities for sale);

c) The fund management company may not borrow to finance the fund's activities, except for short-term borrowing to cover necessary expenses for the fund. The total value of short-term borrowings of the fund may not exceed five percent (5%) of the net asset value of the fund at any time and the maximum loan term is thirty (30) days;

d) Not invest in certificates of the fund itself, invest in securities investment funds, securities investment companies established and operating in Vietnam;

đ) In cases where the fund registers as a foreign investor according to Clause 3 of Article 3 of this Circular, during its investment activities, the fund must also comply with relevant legal provisions regarding ownership restrictions for foreign investors.

4. The real estate fund may invest in real estate that meets the following conditions:

a) It is real estate permitted for business operations in accordance with laws on real estate business;

b) It is a house or construction project completed in accordance with construction laws. In cases where the real estate is under construction, it can only be invested in when it ensures the following conditions:

- There is a transaction contract with potential customers, ensuring that the real estate can be sold or put into use or rented immediately upon completion;

- The construction project has been implemented according to schedule up to the time the fund participates in capital contribution;

- The total value of ongoing construction real estate projects does not exceed ten percent (10%) of the net asset value of the fund;

- It is not undeveloped land as defined in laws on real estate business and the Land Law.

5. The investment structure of the real estate investment fund may deviate but not more than fifteen percent (15%) from the investment limitations prescribed in points a and b of Clause 3 of this Article due to the following reasons:

a) Market price fluctuations of assets in the fund's investment portfolio;

b) Carrying out legitimate payments of the fund;

c) Engaging in mergers, acquisitions, share buybacks, tender offers for securities of issuers;

d) A new fund that has been registered for establishment or increased capital or split or merged within six (06) months from the date the fund's establishment registration certificate or adjusted establishment registration certificate becomes effective;

đ) The fund is in the process of liquidating assets for dissolution.

6. Within three (03) months from the date the deviation occurs due to the reasons specified in points a, b, c of Clause 5 of this Article, the fund management company must complete the readjustment of the investment portfolio to ensure compliance with the provisions of Clause 3 of this Article.

8. In cases where the deviation is due to the fund management company's failure to comply with investment restrictions prescribed by law or the fund charter, the fund management company must readjust the investment portfolio within fifteen (15) days from the date the deviation is discovered. The fund management company must compensate the fund for any losses incurred (if any) and bear all costs arising from the readjustment of the investment portfolio. If profits arise, all profits obtained must be recorded for the benefit of the fund.

9. Within five (05) days from the completion of the portfolio adjustment, the fund management company must disclose information as prescribed in Clause 4, Article 3 of this Circular; simultaneously notify the State Securities Commission about discrepancies in the portfolio structure, reasons, time of occurrence or discovery of the event, extent of loss to the fund (if any) or profit generated for the fund (if any), remedial measures, implementation timeframe, and remediation results. The notification must be confirmed in writing by the supervisory bank.

10. When executing transactions to buy or sell assets for real estate investment funds, the fund management company must comply with the following regulations:

a) For listed securities traded on the Stock Exchange, transactions must be conducted through the centralized trading system of the Stock Exchange;

b) For assets that are not real estate, listed securities, or registered securities, or in negotiated transactions, the fund management company must obtain written approval from the fund's representative board regarding the expected price range, transaction date, counterparties, type of asset to be traded before executing the transaction;

c) For real estate, it shall be carried out in accordance with the provisions of Article 14 of this Circular.

Article 10. Net Asset Value

1. The fund management company is responsible for determining the net asset value of the fund and the net asset value per unit of fund certificate periodically every six (06) months, including:

a) The net asset value of the fund is determined by subtracting the total liabilities of the fund from the total asset value of the fund. The total asset value of the fund is determined based on market price or fair value of the asset (in cases where the market price cannot be determined). Total liabilities of the fund include debts or payment obligations of the fund up to the valuation date. The method of determining market price, fair value of assets in the portfolio, value of debts, and payment obligations shall be implemented according to the principles set forth in Appendix 15 issued together with this Circular and internal regulations in the valuation handbook;

b) The net asset value per fund certificate equals the net asset value of the fund divided by the total number of circulating fund units.

2. The fund management company must develop a valuation handbook containing at least the following contents:

a) Principles and criteria for selecting and changing organizations providing quotations. These principles must also be clearly stipulated in the fund charter;

b) Principles and detailed procedures for implementing valuation methods consistent with legal regulations, stipulated in the fund charter, and approved by the investors' general meeting. The principles and procedures for implementing valuation methods must be clear, reasonable, and consistent with international practices to apply uniformly under different market conditions.

3. The valuation handbook must be approved by the fund's representative board and provided to the supervisory bank to confirm the calculation of the net asset value. A list of at least three (03) organizations providing quotations that are not related parties of the fund management company and the supervisory bank must also be approved by the fund's representative board.

4. The net asset value of the fund and the net asset value per fund certificate must be confirmed by the supervisory bank. Confirmation of the value is done in writing or accessed through the electronic information system of the supervisory bank approved by the fund management company.

5. On the next working day after the supervisory bank confirms, information about the net asset value of the fund and the net asset value per fund certificate must be disclosed in accordance with the provisions of Clause 4, Article 3 of this Circular.

6. The fund management company is authorized to have the supervisory bank determine the net asset value of the fund and the net asset value per fund certificate. In this case, the fund management company and the supervisory bank must have mechanisms and procedures for cross-checking, reviewing, inspecting, and monitoring to ensure that the determination of the net asset value complies with legal regulations and the net asset value is calculated accurately.

7. In case of incorrect valuation, within twenty-four (24) hours from the time of discovery, the supervisory bank or the fund management company (in case the supervisory bank provides services for determining the net asset value) must notify and request the fund management company or the supervisory bank to promptly adjust.

8. Within five (05) days from the discovery of incorrect net asset value, the fund management company or the supervisory bank must adjust and disclose information in the manner prescribed in Clause 4, Article 3 of this Circular, and simultaneously notify the State Securities Commission about the incorrect valuation, including the cause of the incident, the period of incorrect valuation, and remedial measures. The content of the notification must be jointly confirmed by the fund management company and the supervisory bank.

Article 11. Distribution of Fund Income

1. The real estate investment fund must allocate at least ninety percent (90%) of its annual profit to pay income to investors. The distribution plan shall be approved by the most recent general meeting of investors. The income paid to investors shall be drawn from profits for the period, or accumulated profits after fully establishing all funds (if applicable) as stipulated in the fund's charter and completing all tax and financial obligations (if applicable) under the law.

2. Income may be paid in cash or through additional fund certificates. At least fifteen (15) days prior to distributing income, the fund management company must notify the investor at the registered address using a guaranteed method. The notification must include at least the contents prescribed in Appendix 14 issued together with this Circular.

3. The distribution of fund income shall ensure the following principles:

a) Compliance with the provisions of the fund's charter regarding profit distribution policies and disclosed in the prospectus and summary prospectus;

b) Implementation after the fund has fulfilled its tax obligations and other financial obligations as prescribed by law and fully established all required funds as stipulated in the fund's charter (if applicable);

c) After payment, the fund must still ensure sufficient capital to settle all due debts, other asset obligations, and maintain net asset value not less than fifty (50) billion VND;

d) The level of income payment shall be decided by the general meeting of investors or the fund representative board, consistent with the investment objectives and the fund's profit distribution regulations;

đ) In cases where income is distributed through fund certificates, the fund must have sufficient corresponding capital from undistributed post-tax profits based on the most recent audited or reviewed financial report.

Article 12. Operating Costs of Real Estate Investment Funds

The operating costs of the fund include the following expenses: fees for fund management paid to the fund management company; depositary fees for fund assets, supervision fees paid to the supervisory bank; maintenance, operation, and exploitation costs for real estate paid to service providers managing real estate; auditing fees paid to auditing organizations; valuation fees paid to valuation organizations; legal advisory services, quotation services, and other reasonable services, remuneration for the fund representative board; costs for drafting, printing, and sending prospectuses, summary prospectuses, financial reports, and other documents to investors; information disclosure costs of the fund; costs for organizing meetings of the general assembly of investors and the fund representative board; costs related to executing property transactions of the fund, and other costs as prescribed by law.

Article 13. Management of Real Estate in the Investment Portfolio

1. Before investing in a real estate item, the fund management company must develop a plan for utilizing and exploiting that real estate over five (5) years. This plan must be approved by the fund representative board.

2. The fund management company must delegate authority to a service provider managing real estate to manage, preserve, maintain, repair, upgrade, operate, and exploit the real estate according to a real estate management contract. Criteria for selecting real estate business service providers and the real estate management contract must be approved in writing by the fund representative board.

3. The fund management company must have sufficient experienced and specialized staff in the real estate business sector as prescribed in the organization and operation regulations of the fund management company. The fund management company must assign at least two (2) people to manage the fund who meet the following conditions:

a) Having full civil capacity and legal capacity, not currently serving a prison sentence or prohibited from engaging in business by a court;

b) Not having been penalized with a fine or higher for violations in the securities, banking, or insurance sectors within the last two (2) years, up to the year of appointment;

c) Holding a fund management license;

d) For those managing a real estate portfolio, holding a real estate valuation certificate as prescribed by law on real estate business and having at least two (2) years of experience in real estate valuation at real estate businesses, real estate service providers, or appraisal firms; or

đ) Holding a price appraiser card.

4. The fund management company must have the responsibility to:

a) Represent the fund in exercising full ownership rights, usage rights, obligations, and responsibilities towards the fund's assets. Act voluntarily and honestly in the best interest of the fund;

b) Regularly inspect, supervise, and ensure that all activities guarantee that project sponsors, sellers, lessees, buyers, real estate service providers, and other partners in economic contracts related to the fund's real estate fulfill their legal obligations under the law on real estate business and other relevant laws;

c) Timely register ownership and usage rights for the fund's assets as prescribed by the law on real estate business. Ensure full ownership certificates for real estate, land usage rights, or legal documents proving ownership and usage rights as prescribed by law for existing real estate; construction permits or project files and approved design drawings for ongoing construction; design drawings, completion files, and acceptance handover records for real estate in projects without ownership or usage certificates; project files, design drawings, and construction progress for future buildings and structures; and other legal documents as prescribed by relevant laws;

d) In cases where the fund is a co-owner or co-user of real estate, the fund management company must ensure that the fund can freely transfer its portion of the asset at any time at a price not dependent on third parties, while also possessing the following rights:

- Enjoy benefits from the operation and exploitation of real estate pursuant to the real estate management contract, corresponding to the capital contribution ratio;

- Participate in opinions and decisions on important matters, including changes to the content of the business cooperation contract, management contract, operation contract, exploitation contract of real estate, other economic agreements and contracts; the charter of the company in which the fund participates in capital contribution, fully exercise shareholder rights, purchase shares of members contributing capital to the company in which the fund participates in capital contribution, purchase shares.

d) Sign real estate management contracts and other economic contracts for the fund's assets in accordance with the laws on real estate business and related laws;

e) Purchase full insurance for all real estate in the fund's investment portfolio. The insurance organization must be approved by the investors' general meeting;

g) Coordinate with the supervisory bank to ensure that all documents related to the fund's real estate, especially ownership verification documents, are fully deposited at the supervisory bank as stipulated in point a, Clause 2, Article 32 of this Circular.

Article 14. Real Estate Trading Activities of the Fund

1. Except for transactions as provided for in Clause 2 of this Article, the Fund Management Company must ensure:

a) The purchase price of real estate does not exceed 110% and the selling price of real estate does not fall below 90% of the reference price determined by the appraisal organization within six (06) months prior to the transaction date, except in cases approved by the investors' general meeting. In necessary cases, the investors' general meeting or the fund representative council has the right to request the fund management company and the appraisal organization to re-determine the reference price before implementing the transaction.

In case the real estate is appraised by multiple appraisal organizations, the reference price is determined by the average value of the prices determined by these appraisal organizations.

b) The Fund Management Company must seek approval from the investors' general meeting in the following cases:

- The transaction price exceeds the levels specified in point a of this clause; or

- The value of the individual transaction reaches more than twenty percent (20%) of the total asset value of the fund after the transaction; or the value of the individual transaction together with transactions previously conducted with the same counterparty within the last twelve (12) months reaches more than twenty percent (20%) of the total asset value of the fund after the transaction; or

- Other cases as prescribed in the fund's charter and disclosed in the prospectus or summary prospectus.

c) The Fund Management Company must seek approval from the fund representative council before implementing the following:

- Cases where the transaction value reaches between ten percent (10%) and twenty percent (20%) of the total asset value of the fund after the transaction; or transactions leading to the total value of transactions conducted with the same counterparty within the last twelve (12) months reaching between ten percent (10%) and twenty percent (20%) of the total asset value of the fund after the transaction;

- Other cases as prescribed in the fund's charter and disclosed in the prospectus or summary prospectus.

2. The Fund Management Company may conduct real estate transactions between the fund and the following entities if they meet the conditions stipulated in Clause 3 of this Article:

a) Employees of the Fund Management Company; members of the executive board, board of directors, or board of members, or chairman of the Fund Management Company; major shareholders or contributors holding over five percent (5%) of the registered capital of the Fund Management Company, representatives authorized by these entities; the Fund Management Company; the supervisory bank; large investors of the fund, representatives authorized by large investors (if any); members of the fund representative council;

b) Persons having interests related to the organizations and individuals specified in point a of this clause;

c) Real estate investment funds managed by the same Fund Management Company;

d) Other cases as prescribed in the fund's charter and disclosed in the prospectus or summary prospectus.

3. Conditions for conducting real estate transactions with interested parties:

a) The fund's charter must have provisions and be disclosed in the prospectus or summary prospectus;

b) The transaction price must comply with the provisions of point a, Clause 1 of this Article.

If the transaction value exceeds ten percent (10%) of the total asset value of the fund after the transaction; or it is a transaction leading to the total value of contracts already transacted with the same counterparty within the last twelve (12) months exceeding ten percent (10%) of the total asset value of the fund after the transaction, then the transaction must be approved by the investors' general meeting after the entities specified in Clause 2 of this Article provide complete information about the real estate according to the provisions of Clause 4 of this Article. In this case, related investors cannot vote at the investors' general meeting and the decision to approve the transaction requires the agreement of fifty-one percent (51%) of the remaining voting shares.

c) The real estate must be appraised by two appraisal organizations, one selected by the investors' general meeting and one designated by the supervisory bank. Appraisal costs are recorded in the fund;

d) Opinions of the appraisal organization and the legal advisory organization confirm that the terms of the proposed transaction contract are consistent with market realities and the transaction is lawful and compliant with relevant laws.

4. After completing transactions as stipulated in points a and b of Clause 1 and Clause 2 of this Article, detailed information about the transaction must be disclosed in the prospectus or provided to all investors in the manner prescribed in the fund's charter and prospectus. Information about the transaction includes:

a) Full information about the transaction counterparties and their relationship with the fund;

b) Full information about the real estate to be transacted, including the type of real estate; location of the real estate; information on planning related to the real estate; scale and area of the real estate; characteristics, nature, usage function, quality of the real estate; current status of infrastructure projects and technical and social services related to the real estate; legal status of the real estate including documents and papers regarding ownership rights, usage rights of the real estate and papers related to the establishment of the real estate; history of ownership and usage of the real estate; restrictions on ownership and usage rights of the real estate (if any); transaction price of the real estate; rights and interests of third parties related and other relevant information;

c) Appraisal certificate for the real estate to be transacted including information related to the appraised real estate; size and location of the real estate; nature and current status of the real estate; legal status of the real estate; limitations of the real estate; methods of real estate appraisal; time of real estate appraisal; value of the real estate and other related contents;

d) Information on income generated from exploiting the real estate before the transaction (with supporting documents), expected income;

e) Other related information.

5. In all real estate transactions, the fund management company has the responsibility to proactively and promptly notify and provide full documentation and necessary information about the transactions (before and after completion) to the supervising bank and the fund board within a sufficient period for the bank and the fund board to perform their functions of monitoring and supervising the fund's transactions in accordance with the provisions of the law and the fund charter;

Article 15. Appraisal Organization

1. The investors' general meeting shall select at least one (01) appraisal organization. If necessary, two (02) organizations may be selected, one for valuation and another for reviewing the valuation results.

This provision does not apply in cases where the appraisal organization meets the requirements stipulated in Clause 2 of this Article and was chosen by the fund management company when establishing the fund. Any replacement or extension of the contract with this appraisal organization will be decided by the nearest investors' general meeting.

2. The appraisal organization must meet the following criteria:

a) It is a valuation enterprise in accordance with the law on valuation, or a real estate business organization with the function of valuing real estate in accordance with the law on real estate business;

b) It is not a related party of the fund management company or the supervising bank; it is not a partner in asset transactions with the fund; it is not related to partners in real estate category transactions that the organization intends to value;

c) It has at least three (03) employees holding valuation certificates or real estate valuation certificates. These employees have at least five (05) years of experience in valuing real estate values;

d) It has reputation, experience, professional ethics and meets other conditions prescribed in the fund charter and other criteria of the fund management company;

đ) The appraisal organization and individuals or organizations having control over the appraisal organization shall not be major investors in the real estate investment fund.

3. The fund management company must enter into an appraisal contract with the organizations selected by the investors' general meeting. The contract must include the following minimum contents:

a) Provisions on information sharing mechanisms to ensure that the appraisal organization has sufficient information for valuation;

b) Provisions on appraisal fees, based on the principle that the fee level is not dependent on the value of the assets to be appraised;

c) Provisions on termination, liquidation, and extension of the contract. In case the contract is terminated upon request of one party, it must be notified to the other party at least three (03) months in advance;

d) Provisions on delegation, based on the principle that the appraisal organization can delegate another appraisal organization meeting the requirements of Clause 1 of this Article to determine the value of the real estate. Such delegation must be approved by the fund board before implementation.

4. The appraisal organization and its appraisers must comply with:

a) Not to appraise real estate if the appraiser is a transaction partner of such real estate or is related to the transaction partner of such real estate; refuse to provide valuation services to a fund management company in which the appraiser owns five percent (5%) or more of the registered capital or has familial relationships such as parents, spouse, children, siblings being members of the management board, chief accountant, member of the board of directors, member of the board of shareholders, chairman of the fund management company. The appraisal organization and appraiser shall not engage in transactions with the fund that affect the independence of the valuation activity;

b) The appraisal organization and its appraiser shall not collude with the fund management company or the fund's transaction partners or use material benefits, exert pressure, or bribe the fund management company or the fund's transaction partners to distort the valuation results; suggest or accept benefits in any form other than the service fee specified in the contract;

c) Maintain records and documents on valuation; provide valuation records and documents upon written request of competent state management agencies;

d) Fully comply with all legal provisions on responsibilities and obligations of the law on valuation;

5. Real estate valuation in the fund's portfolio must comply with the following principles:

a) Assets must be valued before the transaction is carried out, except in cases where the transaction is conducted within six (06) months from the latest valuation date of the asset or upon request of the fund board or the investors' general meeting;

b) The fund's real estate portfolio must be valued annually or at any time upon request of the fund board or the investors' general meeting;

c) At least once every two years, the fund management company must present to the investors' general meeting a change in the appraisal organization.

d) The basis for valuation is the market value and reasonable value determined in accordance with the principles consistent with the legal regulations on real estate business. The valuation method must comply with industry practices and the approved valuation handbook by the investors' general meeting and the fund management board as stipulated in Clause 2, Article 10 of this Circular.

đ) The appraisal organization shall only determine a single price at a specific location and time point according to the appraisal standards, suitable for a specific purpose stated in the appraisal certificate.

e) Real estate valuation must be conducted using at least two methods. The selection of valuation methods and the results thereof must be explained in detail.

g) Information and data used in the valuation activities must be fully updated, accurate, timely, and scientifically and reasonably adjusted. Adjustments to data and information must be explained in detail and specifically.

6. The appraiser of the appraisal organization directly assigned to conduct real estate valuation, upon completion of the work, must prepare a report on the valuation results and bear legal responsibility for the valuation results and comments in the report on the valuation results.

7. The valuation report must be prepared independently, objectively, and truthfully, signed by the direct appraiser and the General Director or Director of the appraisal organization or a person authorized in writing by the General Director or Director of the appraisal organization. The valuation report must contain clear content that does not cause misunderstanding, and the information in the report must be complete and accurate. The valuation report must comply with Vietnamese appraisal standards and include at least the minimum contents as set out in Appendix 17 issued together with this Circular.

8. The appraisal organization must notify the valuation results in writing in the form of an appraisal certificate to the fund management company.

9. The appraisal certificate must be clear, accurate, and complete, without causing misunderstanding so that investors can make investment decisions. The appraisal certificate is valid only for the asset being valued at the valuation date; it binds the appraisal organization to the valuation result and conclusions in the appraisal certificate. The appraisal certificate must include at least the minimum contents as set out in Appendix 18 issued together with this Circular.

10. After the valuation date, if significant changes occur affecting the value of the asset being valued, the appraisal organization and the appraiser have the responsibility to update these changes in the report on the valuation results and the appraisal certificate. In necessary cases, the fund management company must issue a supplementary or replacement prospectus containing the appraisal certificate.

Section 3. INVESTOR GENERAL MEETING, FUND MANAGEMENT BOARD

Article 16. Rights and Obligations of Investors, Investor General Meeting

1. The rights and obligations of investors participating in the real estate investment fund shall be carried out in accordance with the fund's charter, consistent with the legal regulations on establishing and managing closed-end funds; securities and corporate laws regarding corporate governance applicable to public companies.

2. The rights, obligations, procedures, formalities, conditions for convening the investor general meeting, and the procedures for obtaining opinions from the investor general meeting shall be implemented in accordance with the fund's charter, consistent with the legal regulations on establishing and managing closed-end funds; securities and corporate laws regarding corporate governance applicable to public companies.

Article 17: Fund Representative Board

1. The fund representative board represents investors and is elected at investor general meetings or appointed in writing by investors. The fund representative board shall have from three (03) to eleven (11) members, of which at least two-thirds (2/3) of the board members must not be related to the fund management company, supervisory bank, and comply with other provisions stipulated in the fund charter (if applicable).

2. The nomination, candidacy, election, qualifications, and status of fund representative board members; rights, responsibilities, and obligations of fund representative board members shall be implemented in accordance with the provisions of the fund charter, consistent with the laws on the establishment and management of closed-end funds; securities and business laws on corporate governance applicable to public companies.

Section 4. RESTRUCTURING THE FUND

Article 18. Merger and Consolidation of Real Estate Investment Funds

1. A real estate investment fund may merge or consolidate with another real estate investment fund pursuant to the decision of the investor general meeting. At least thirty (30) days before the date of the investor general meeting, the fund management company must provide investors with relevant documents concerning the merger or consolidation, including:

a) The merger and consolidation plan accompanied by an analysis report on the merger and consolidation containing the contents specified in Appendix 11 issued together with this Circular;

b) A draft merger and consolidation agreement containing the contents specified in Appendix 12 issued together with this Circular;

c) Audited annual financial statements and quarterly financial reports of all funds being merged or consolidated up to the most recent quarter;

d) Draft fund charter, prospectus, and summary prospectus of the merged fund; fund charter, prospectus, and summary prospectus of the consolidating fund.

2. Within ten (10) days from the date the investor general meeting approves the merger and consolidation decision, the fund management company must notify the creditors about the fund merger and consolidation decision. Within thirty (30) days from the date of receipt of the notification, creditors have the right to request the fund to repay the loan in writing. If the written request is not sent to the fund management company within the aforementioned period, the creditor is deemed to not request the merged or consolidated fund to repay the loan prior to the merger or consolidation. The obligation to pay off the loan according to the contract will be fulfilled by the merged or consolidating fund.

3. In cases where all funds being merged or consolidated are managed by the same fund management company, all legal advisory service costs, administrative costs, and other services related to the merger or consolidation of the fund shall not be recorded as fund expenses, except where the investor general meeting decides otherwise.

4. The fund management company and the fund representative board are responsible for:

a) Providing full, timely, accurate, and truthful information about the merger and consolidation process to investors;

b) Rights and obligations shall be resolved through mutual agreement between the parties involved based on the principle of voluntariness and in compliance with the law;

c) Repaying the fund's debts to creditors upon their request. The repayment must be completed no later than the merger or consolidation date;

d) Prior to convening the investor general meeting to seek opinions on the merger or consolidation, real estate assets must be re-evaluated in accordance with the law on valuation.

Article 19. Procedures and formalities for the consolidation and merger of real estate investment funds

The procedures, formalities, and documents for the consolidation and merger of real estate investment funds shall be carried out in accordance with the provisions of the law on the establishment and management of closed-end funds, including the application form to adjust the certificate of registration for establishing a real estate investment fund due to consolidation and merger, which is attached as Appendix No. 10 of this Circular.

Article 20. Extension of the operating period of real estate investment funds

The extension of the operating period of the fund shall be carried out in accordance with the provisions of the law on the establishment and management of closed-end funds; among which, the model notice of extending the operating period of the fund is attached as Appendix No. 19 of this Circular.

Article 21. Dissolution of real estate investment funds

1. The procedures, formalities, and documents for the dissolution of real estate investment funds shall be conducted in accordance with the provisions of the law on the establishment and management of closed-end funds; among which, the model notice of dissolving the fund is attached as Appendix No. 19 of this Circular.

2. During the process of dissolving the fund, when selling off the assets of the fund, the regulations on transactions of purchasing and selling assets for real estate investment funds as stipulated in Clause 10, Article 9 of this Circular must be adhered to.

Chapter III

SECURITIES INVESTMENT COMPANY IN REAL ESTATE

Section 1. ESTABLISHMENT OF SECURITIES INVESTMENT COMPANY IN REAL ESTATE

Article 22. General Provisions on Securities Investment Company in Real Estate

1. The naming of securities investment companies in real estate shall comply with the provisions of the law on enterprises and must include the following elements:

a) The phrase "Securities Investment Company in Real Estate";

b) Specific name.

2. Within thirty (30) days from the date the license for establishment and operation or the adjusted license for establishment and operation of the securities investment company in real estate becomes effective, the fund manager must complete the documents and list the shares on the stock exchange in accordance with the law.

3. The securities investment company in real estate must entrust its capital to a fund manager for management. This capital management activity will be supervised by a supervisory bank.

4. All assets of the securities investment company in real estate must be registered under the name of the securities investment company and fully deposited at the supervisory bank. In case of cash, it must be deposited in a bank account named after the securities investment company. For assets that are real estate or non-securities assets that have been registered and deposited, all original documents verifying ownership of the assets must be fully and promptly deposited at the supervisory bank.

The assets of the securities investment company belong to shareholders corresponding to their shareholding ratio and are not the assets of the fund manager or the supervisory bank. The fund manager may only use the assets of the securities investment company to settle the obligations of the securities investment company and may not use them to settle or guarantee the debts or payment obligations of the fund manager, the supervisory bank, or any other organization or individual under any circumstances.

5. The securities investment company in real estate shall not establish branches, trading offices, or representative offices. The securities investment company uses the headquarters of the fund manager as its main office.

6. The securities investment company in real estate shall not recruit staff. The Director (General Director) and Deputy Director (Deputy General Director) of the securities investment company in real estate are appointed by the fund manager and must comply with the regulations applicable to securities business practitioners and fund managers under the law on the establishment, organization, and operation of fund management companies.

7. The securities investment company in real estate shall issue only one type of share and has no obligation to repurchase issued shares, except in cases of repurchasing for cancellation upon consolidation or merger with another securities investment company.

8. If the charter of the securities investment company in real estate allows foreign investors to hold more than 49% of the charter capital, the securities investment company in real estate must register a trading code for securities and be subject to the provisions of the law on restrictions on ownership applicable to foreign investors.

9. The charter and prospectus of the securities investment company in real estate shall be established according to the models attached as Appendices No. 05 and No. 06 of this Circular. Any amendments or supplements to the charter must be approved by the general meeting of shareholders of the securities investment company in real estate. If the charter of the securities investment company in real estate allows it, the fund manager or the board of directors of the securities investment company in real estate may amend or supplement the charter related to grammatical errors, spelling mistakes, or punctuation without affecting the content of the charter, without needing approval from the general meeting of shareholders. After making such amendments or supplements, the fund manager or the board of directors of the securities investment company in real estate must notify the shareholders about these changes.

10. The disclosure of information by the securities investment company in real estate shall be carried out in accordance with Clause 4, Article 3 of this Circular.

11. The Director (General Director) of the securities investment company in real estate must meet the requirements set forth in Clause 3, Article 13 of this Circular.

Article 23. Registration for Offering and Issuing Shares of Real Estate Investment Securities Companies

1. The offering and issuance of shares of real estate investment securities companies to the public includes the initial offering to raise capital for company establishment and the issuance to increase capital.

2. The additional offering and issuance of shares of real estate investment securities companies shall comply with the provisions set forth in Clause 2 and Clause 3 of Article 4 of this Circular.

3. The documents, procedures, and registration process for offering shares to the public of real estate investment securities companies shall be carried out in accordance with the provisions of Article 78 of Decree No. 58/2012/ND-CP and regulations on the organization and operation of publicly traded investment securities companies. The share offering registration form for establishing a real estate investment securities company and the articles of association of a real estate investment securities company shall follow the model forms specified in Appendix No. 01 and Appendix No. 05 issued together with this Circular.

Article 24. Distribution of Shares, Confirmation of Ownership Rights, and Disbursement

The distribution, confirmation of ownership rights, and disbursement of shares shall be carried out in accordance with the provisions of Article 5 and Article 7 of this Circular and regulations on the organization and operation of publicly traded investment securities companies.

Article 25. Conditions, Documents, Procedures, and Process for Establishing a Real Estate Investment Securities Company

The conditions, documents, procedures, and process for establishing a real estate investment securities company shall be carried out in accordance with the provisions of Article 79 of Decree No. 58/2012/ND-CP and regulations on the organization and operation of publicly traded investment securities companies; including the application for a license to establish and operate a real estate investment securities company as stipulated in Appendix No. 04 issued together with this Circular.

Section 2. ACTIVITIES OF REAL ESTATE INVESTMENT SECURITIES COMPANIES

Article 26. Investment Portfolio and Activities of Real Estate Investment Securities Companies

The investment portfolio and activities of real estate investment securities companies must comply with the provisions set forth in Article 81 of Decree No. 58/ND-CP dated July 20, 2012 of the Government detailing the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law, and Articles 9, 10, 11, 12, 13, 14, and 15 of this Circular.

Section 3. SHAREHOLDER MEETINGS AND BOARD OF MANAGEMENT

Article 27. Rights and Obligations of Shareholders and Shareholder Meetings

1. The rights and obligations of shareholders participating in real estate investment securities companies shall be implemented in accordance with the company's articles of association, consistent with regulations on the organization and operation of publicly traded investment securities companies; securities laws and business laws regarding corporate governance applicable to publicly traded companies.

2. The rights, obligations, procedures, processes, and conditions for convening shareholder meetings shall be implemented in accordance with the company's articles of association, consistent with regulations on the organization and operation of publicly traded investment securities companies; securities laws and business laws regarding corporate governance applicable to publicly traded companies.

Article 28. Board of Management of Real Estate Investment Securities Companies

1. The Board of Management of real estate investment securities companies must comply with the provisions set forth in Article 80 of Decree No. 58/2012/ND-CP and relevant regulations on the organization and operation of publicly traded investment securities companies.

2. The nomination, candidacy, election, qualifications, and eligibility of Board of Management members; the rights, responsibilities, and obligations of Board of Management members shall be implemented in accordance with the company's articles of association, consistent with regulations on the organization and operation of publicly traded investment securities companies and securities laws and business laws regarding corporate governance applicable to publicly traded companies.

Mục 4. THAY ĐỔI PHẢI CHẤP THUẬN, TÁI CƠ CẤU

Điều 29. TĂNG, GIẢM VỐN ĐIỀU LỆ VÀ CÁC THAY ĐỔI PHẢI CHẤP THUẬN CỦA CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN

VIỆC TĂNG, GIẢM VỐN ĐIỀU LỆ VÀ THỰC HIỆN CÁC THAY ĐỔI PHẢI ĐƯỢC CHẤP THUẬN CỦA CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN PHẢI TUÂN THỦ THEO QUY ĐỊNH TẠI ĐIỀU 82 VÀ ĐIỀU 86 NHIỆM ĐỊNH SỐ 58/2012/NĐ-CP QUY ĐỊNH VỀ TỔ CHỨC, HOẠT ĐỘNG CÔNG TY ĐẦU TƯ CHỨNG KHOÁN ĐẠI CHÚNG VÀ CÁC QUY ĐỊNH PHÁP LUẬT KHÁC CÓ LIÊN QUAN.

Điều 30. HỢP NHẤT, SAP NHẬP, GIẢI THỂ VÀ THU HỒI GIẤY PHÉP THÀNH LẬP VÀ HOẠT ĐỘNG CỦA CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN

HOẠT ĐỘNG HỢP NHẤT, SAP NHẬP, GIẢI THỂ VÀ THU HỒI GIẤY PHÉP THÀNH LẬP VÀ HOẠT ĐỘNG CỦA CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN THỰC HIỆN THEO QUY ĐỊNH VỀ TỔ CHỨC, HOẠT ĐỘNG CỦA CÔNG TY ĐẦU TƯ CHỨNG KHOÁN ĐẠI CHÚNG.

Chapter IV

SUPERVISION BANK

Điều 31. CÁC QUY ĐỊNH CHUNG VỀ NGÂN HÀNG GIÁM SÁT

1. NGÂN HÀNG GIÁM SÁT DO CÔNG TY QUẢN LÝ QUỸ LỰA CHỌN PHẢI ĐÁP ỨNG CÁC ĐIỀU KIỆN QUY ĐỊNH TẠI KHOẢN 6 ĐIỀU NÀY, KHOẢN 1 ĐIỀU 98 LUẬT CHỨNG KHOÁN NĂM 2006.

2. NGÂN HÀNG GIÁM SÁT PHẢI HOÀN TOÀN ĐỘC LẬP VÀ TÁCH BIỆT VỚI CÔNG TY QUẢN LÝ QUỸ MÀ NGÂN HÀNG CUNG CẤP DỊCH VỤ GIÁM SÁT.

3. THÀNH VIÊN HỘI ĐỒNG QUẢN TRỊ, THÀNH VIÊN BAN ĐIỀU HÀNH VÀ NHÂN VIÊN CỦA NGÂN HÀNG GIÁM SÁT TRỰC TIẾP LÀM NHIỆM VỤ BẢO QUẢN TÀI SẢN CỦA QUỸ ĐẦU TƯ BẤT ĐỘNG SẢN, CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN VÀ GIÁM SÁT HOẠT ĐỘNG QUẢN LÝ TÀI SẢN CỦA CÔNG TY QUẢN LÝ QUỸ (SAU ĐÂY GỌI TẮT LÀ NHÂN VIÊN NGHIỆP VỤ) KHÔNG ĐƯỢC LÀ NGƯỜI CÓ LIÊN QUAN HOẶC THAM GIA ĐIỀU HÀNH, QUẢN TRỊ CÔNG TY QUẢN LÝ QUỸ HOẶC CÓ QUAN HỆ SỞ HỮU, THAM GIA GÓP VỐN, NẮM GIỮ CỔ PHẦN, VAY HOẶC CHO VAY VỚI CÔNG TY QUẢN LÝ QUỸ MÀ NGÂN HÀNG GIÁM SÁT CUNG CẤP DỊCH VỤ GIÁM SÁT VÀ NGƯỢC LẠI.

4. NGÂN HÀNG GIÁM SÁT, THÀNH VIÊN HỘI ĐỒNG QUẢN TRỊ, THÀNH VIÊN BAN ĐIỀU HÀNH VÀ NHÂN VIÊN NGHIỆP VỤ KHÔNG ĐƯỢC LÀ CÁC ĐỐI TÁC MUA, BÁN TRONG GIAO DỊCH MUA, BÁN TÀI SẢN CỦA QUỸ ĐẦU TƯ BẤT ĐỘNG SẢN, CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN. NGÂN HÀNG GIÁM SÁT CHỈ ĐƯỢC LÀ ĐỐI TÁC MUA, BÁN TRONG GIAO DỊCH NGOẠI HỐI, HOẶC CÁC GIAO DỊCH CHỨNG KHOÁN ĐƯỢC THỰC HIỆN THÔNG QUA HỆ THỐNG GIAO DỊCH CỦA SỞ GIAO DỊCH CHỨNG KHOÁN.

5. NẾU PHÁT SINH CÁC TRƯỜNG HỢP KHIẾN CHO NGÂN HÀNG KHÔNG CÒN ĐÁP ỨNG CÁC ĐIỀU KIỆN QUY ĐỊNH TẠI KHOẢN 1, KHOẢN 2 VÀ 3 ĐIỀU NÀY, TRONG THỜI HẠN HAI BỐN (24) GIỜ KỂ TỪ THỜI ĐIỂM PHÁT SINH, NGÂN HÀNG PHẢI THÔNG BÁO CHO CÔNG TY QUẢN LÝ QUỸ VÀ ỦY BAN CHỨNG KHOÁN NHÀ NƯỚC.

6. ĐỂ GIÁM SÁT HOẠT ĐỘNG CỦA QUỸ ĐẦU TƯ BẤT ĐỘNG SẢN, CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN, NGÂN HÀNG GIÁM SÁT PHẢI CÓ TỐI THIỂU HAI (02) NHÂN VIÊN NGHIỆP VỤ CÓ CÁC CHỨNG CHỈ SAU:

a) CHỨNG CHỈ VỀ PHÁP LUẬT CHỨNG KHOÁN;

b) CHỨNG CHỈ CƠ BẢN VỀ CHỨNG KHOÁN VÀ THỊ TRƯỜNG CHỨNG KHOÁN; HOẶC ĐÃ CÓ CHỨNG CHỈ HÀNH NGHỀ KINH DOANH CHỨNG KHOÁN HOẶC CHỨNG CHỈ QUỐC TẾ VỀ PHÂN TÍCH ĐẦU TƯ CHỨNG KHOÁN CFA TỪ BẬC 1 TRỞ LÊN (CHARTERED FINANCIAL ANALYST LEVEL 1), CIIA (CERTIFIED INTERNATIONAL INVESTMENT ANALYST) TỪ BẬC 1 TRỞ LÊN; HOẶC CHỨNG CHỈ HÀNH NGHỀ KINH DOANH CHỨNG KHOÁN CẤP TẠI CÁC QUỐC GIA LÀ THÀNH VIÊN CỦA TỔ CHỨC HỢP TÁC VÀ PHÁT TRIỂN KINH TẾ (OECD);

c) CHỨNG CHỈ ĐỊNH GIÁ BẤT ĐỘNG SẢN THEO QUY ĐỊNH CỦA PHÁP LUẬT VỀ KINH DOANH BẤT ĐỘNG SẢN; HOẶC THẺ THẨM ĐỊNH VIÊN VỀ GIÁ; HOẶC ĐÃ THI ĐẠT CÁC MÔN TRONG KỲ THI THẨM ĐỊNH VIÊN VỀ GIÁ: (i) CƠ SỞ HÌNH THÀNH GIÁ CẢ; (ii) NGUYÊN TẮC, PHƯƠNG PHÁP THẨM ĐỊNH GIÁ; (iii) THẨM ĐỊNH GIÁ BẤT ĐỘNG SẢN VÀ (iv) THẨM ĐỊNH GIÁ TRỊ DOANH NGHIỆP.

d) CHỨNG CHỈ KẾ TOÁN, HOẶC KIỂM TOÁN, HOẶC CHỨNG CHỈ KẾ TOÁN TRƯỞNG; HOẶC ĐÃ CÓ CÁC CHỨNG CHỈ QUỐC TẾ TRONG LĨNH VỰC KẾ TOÁN, KIỂM TOÁN ACCA (ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS), CPA (CERTIFIED PUBLIC ACCOUNTANTS), CA (CHARTERED ACCOUNTANTS), ACA (ASSOCIATE CHARTERED ACCOUNTANTS).

7. TRONG THỜI HẠN MƯỜI (10) NGÀY, KỂ TỪ NGÀY HỢP ĐỒNG GIÁM SÁT CÓ HIỆU LỰC, NGÂN HÀNG GIÁM SÁT CÓ NGHĨA VỤ BÁO CÁO VÀ GỬI ỦY BAN CHỨNG KHOÁN NHÀ NƯỚC :

a) HỢP ĐỒNG GIÁM SÁT;

b) BẢN CUNG CẤP THÔNG TIN KÈM THEO BẢN SAO HỢP LỆ CÁC CHỨNG CHỈ CHUYÊN MÔN THEO QUY ĐỊNH TẠI KHOẢN 6 ĐIỀU NÀY CỦA NHÂN VIÊN NGHIỆP VỤ ĐƯỢC NGÂN HÀNG GIÁM SÁT CHỈ ĐỊNH GIÁM SÁT BẢO QUẢN TÀI SẢN QUỸ ĐẦU TƯ BẤT ĐỘNG SẢN, CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN;

c) CAM KẾT CỦA NGÂN HÀNG GIÁM SÁT VÀ CÁC NHÂN VIÊN NGHIỆP VỤ CỦA NGÂN HÀNG GIÁM SÁT VỀ VIỆC KHÔNG PHẢI LÀ NGƯỜI CÓ LIÊN QUAN, HOẶC CÓ QUAN HỆ SỞ HỮU, THAM GIA GÓP VỐN, NẮM GIỮ CỔ PHẦN, VAY HOẶC CHO VAY VỚI CÔNG TY QUẢN LÝ QUỸ MÀ NGÂN HÀNG GIÁM SÁT CUNG CẤP DỊCH VỤ GIÁM SÁT.

8. HỒ SƠ BÁO CÁO CỦA NGÂN HÀNG GIÁM SÁT QUY ĐỊNH TẠI KHOẢN 7 ĐIỀU NÀY ĐƯỢC LẬP THÀNH MỘT (01) BỘ GỐC KÈM THEO TỆP DỮ LIỆU ĐIỆN TỬ. BỘ HỒ SƠ GỐC ĐƯỢC GỬI TRỰC TIẾP TẠI BỘ PHẬN MỘT CỬA CỦA ỦY BAN CHỨNG KHOÁN NHÀ NƯỚC HOẶC GỬI QUA ĐƯỜNG BƯU ĐIỆN.

9. TRONG THỜI HẠN BẢY (07) NGÀY KỂ TỪ NGÀY NHẬN ĐƯỢC HỒ SƠ ĐẦY ĐỦ VÀ HỢP LỆ THEO QUY ĐỊNH TẠI KHOẢN 7 ĐIỀU NÀY, ỦY BAN CHỨNG KHOÁN NHÀ NƯỚC CÓ VĂN BẢN XÁC NHẬN HỒ SƠ BÁO CÁO CỦA NGÂN HÀNG GIÁM SÁT VÀ NHÂN VIÊN NGHIỆP VỤ ĐƯỢC NGÂN HÀNG GIÁM SÁT CHỈ ĐỊNH GIÁM SÁT BẢO QUẢN TÀI SẢN QUỸ, CÔNG TY ĐẦU TƯ CHỨNG KHOÁN BẤT ĐỘNG SẢN.

Article 32. Custody Activities of the Supervisory Bank

1. The supervisory bank may select an overseas financial organization with custodial functions to act as a sub-custodian for holding the assets of real estate investment funds and real estate investment companies abroad. The delegation of custody activities must comply with the following provisions:

a) The sub-custodian must be a member of a custodian institution as prescribed by domestic or foreign laws;

b) The delegation of custody activities must be carried out based on a contract between the supervisory bank and the sub-custodian. The contract must clearly define the rights, obligations, and responsibilities of both the supervisory bank and the sub-custodian. The sub-custodian shall only act upon lawful orders or instructions from the supervisory bank;

c) The custodied assets must be clearly identified as belonging to the real estate investment fund or real estate investment company for which the supervisory bank provides services;

d) The supervisory bank is responsible for monitoring and overseeing the activities of the sub-custodian, as well as bearing all costs arising from the delegation of supervision and custody activities for the real estate investment fund and real estate investment company;

e) The sub-custodian located abroad has the right to re-deposit assets at a securities depository where they are members, in accordance with local regulations. The assets of the fund must be registered as owned by the real estate investment fund or real estate investment company according to relevant laws;

f) The supervisory bank must have complete information about all assets owned by the real estate investment fund and real estate investment company, including type, quantity, place of custody, and custodian organization. The supervisory bank is responsible for ensuring that the assets of the fund and company are registered, deposited, and recorded in such a way that they can always be recognized as belonging to the fund or company, according to the principles below:

2. Responsibilities of the supervisory bank in the custody of assets of the fund and real estate investment company:

a) Require the fund management company to register the assets of the real estate investment fund and real estate investment company under the name of the fund or company as soon as possible in accordance with the economic contract terms between the fund or company (through the fund management company) and the counterparties, and in accordance with relevant laws; ensure that all assets of the fund and company generated within Vietnam must be registered as owned by the fund or company and fully deposited with the supervisory bank, including credit contracts, savings books, etc., according to the following principles:

- In cases where the assets are registered as owned, they should be registered and recorded under the name of the real estate investment fund or real estate investment company, except when the law requires them to be registered and recorded under the name of the supervisory bank, sub-custodian, or fund management company, and deposited with the depositary bank or supervisory bank. Original legal documents confirming ownership of the assets must be fully deposited and stored in the vault of the supervisory bank, except in cases of centralized registered and deposited securities. For immovable property assets, the supervisory bank must ensure that there are full legal documents regarding ownership and usage rights as stipulated in Point c Clause 4 Article 13 of this Circular. For securities issued in book-entry form or where the transfer of ownership to the fund or company has not been completed, the original purchase and sale contract and transaction settlement must be deposited with the supervisory bank;

- In cases where the assets are not registered as owned, or have not been transferred to the real estate investment fund or real estate investment company within the timeframes specified in the transfer or issuance contracts, the supervisory bank is responsible for notifying the fund representative council, the board of directors of the real estate investment company, and the Securities Commission in writing;

- For assets without registration of ownership, the supervisory bank is responsible for periodically reconciling with the issuer, shareholder registry manager, or equivalent organizations regarding the quantity and value of the fund's assets, ensuring compliance with the provisions of Point e Clause 1 of this Article;

- For bank deposits, the supervisory bank has the right and responsibility to require the fund management company to provide full information about deposit contracts and accounts of the real estate investment fund and real estate investment company. The supervisory bank is responsible for monthly reconciliation of deposit account balances and the value of deposit contracts with the banks receiving deposits from the fund and company;

b) Manage and deposit separately the assets of each real estate investment fund and each real estate investment company; separate the assets of the funds and companies from those of the supervisory bank, and from other customers' assets of the supervisory bank. Each fund and company is to open a separate securities deposit account, distinct from those of other individuals or organizations, including the fund management company;

c) Settlement of transactions of listed and traded securities must comply with the principle of simultaneous delivery of securities and payment, and netting and settlement rules as prescribed by law. Settlement of other asset transactions must be carried out according to lawful instructions from the fund management company and other relevant laws if applicable. All transfer and payment transactions must be conducted accurately to the fund or company's trading counterparts, their accounts. The settlement amount must correspond to the quantity of assets, price, and match the amounts stated in the settlement documents.

d) Implement accurately, fully, and promptly, pursuant to the lawful orders and directives of the fund management company, to fully and promptly execute all rights and obligations related to the ownership of assets of real estate investment funds and real estate securities investment companies, including tax settlement procedures for the fund and the real estate securities investment company;

đ) Confirm reports on the assets of real estate investment funds and real estate securities investment companies prepared by the fund management company, ensuring that the asset volume in the report is accurate, complete, and consistent with the actual assets held in custody at the bank;

e) Fully participate in meetings of the investors' assembly of real estate investment funds and the shareholders' meeting of real estate securities investment companies; attend meetings of the fund representative board and the board of directors of real estate securities investment companies but without voting rights;

3. The supervisory bank shall not use the assets of real estate investment funds and real estate securities investment companies to settle its own debts or provide guarantees for third parties, including the fund management company;

4. The supervisory bank must have appropriate technical systems to automatically receive, monitor, implement, and record transactions related to assets in the accounts of real estate investment funds and real estate securities investment companies, except where there are specific written instructions from the fund management company. This system must ensure compliance with the following basic requirements:

a) Maintain accounting records to fully and accurately record all assets of the funds and securities investment companies. Any changes related to assets must also be fully, accurately, and promptly reflected;

b) Collect, disburse, and account for dividends, bond interest, capital gains, and other income;

c) Account for securities and fund certificates in buyback, additional issuance, or conversion transactions;

d) Execute journal entries and pay out expenses;

đ) Receive and execute journal entries recorded in the securities account from additional issuances, restructuring of issuing organizations, and other related adjustment activities;

5. The supervisory bank shall be responsible for full compensation to real estate investment funds and real estate securities investment companies in cases where the assets of these funds and companies held in custody and deposited in the vault at the bank are lost, including situations caused by the negligence or fraudulent acts of bank employees, or due to the carelessness or lack of caution of the bank, as stipulated in point a, Clause 2, Article of this provision;

6. The supervisory bank shall be responsible for full compensation to real estate investment funds and real estate securities investment companies in cases where the sub-custodian organization causes loss of assets of these funds and companies, except in the following circumstances:

a) Situations of force majeure beyond the control of the supervisory bank, which have been clearly defined as exempting the supervisory bank from liability in such cases in the supervision agreement;

b) The sub-custodian organization is responsible for compensating the securities investment company, and the sub-custody agreement contains provisions allowing the fund management company to act on behalf of the securities investment company to request the sub-custodian organization to compensate according to the agreement;

c) The supervisory bank has fully fulfilled its responsibility to review and conduct related authorization activities in accordance with the law.

Article 33. Supervisory Activities of the Supervising Bank

1. The scope of supervision is limited to the activities of the fund management company that are related to the real estate investment fund, the securities investment company that the bank performs supervisory functions for.

2. Responsibilities of the supervising bank in supervising the investment activities of the fund management company regarding the assets of the real estate investment fund, the securities investment company in real estate:

a) Cooperate with the fund management company to periodically review the internal procedures concerning the principles and methods for determining the net asset value of the real estate investment fund, the securities investment company in real estate; supervise the determination of the net asset value; check and ensure that the net asset value per unit of the real estate investment fund, per share of the securities investment company in real estate is accurate, correct, and in compliance with the provisions of the law, as stipulated in the charter of the real estate investment fund, the charter of the securities investment company in real estate;

b) Supervise the investment activities and asset transactions of the real estate investment fund, the securities investment company in real estate, recheck to ensure that the types of investment assets, the investment portfolio structure are in accordance with the investment restrictions, borrowing limits prescribed by law and in the charter of the real estate investment fund, the charter of the securities investment company in real estate; supervise asset transactions between the real estate investment fund, the securities investment company in real estate and the fund management company and related parties, ensuring compliance with the provisions of the law and in the charter of the real estate investment fund, the charter of the securities investment company in real estate;

In case violations of the law are discovered, the supervising bank must immediately report to the State Securities Commission and notify the fund management company within twenty-four (24) hours from the time of discovery, while requesting the implementation of corrections or actions to mitigate the consequences of these violations within the specified period;

c) Supervise the organization and implementation, check the results of consolidation, merger, dissolution, liquidation of the real estate investment fund, the securities investment company in real estate;

d) Supervise and ensure the legality and only pay from the assets of the real estate investment fund, the securities investment company in real estate amounts that comply with the provisions of the law and the provisions in the charter of the real estate investment fund, the charter of the securities investment company in real estate;

đ) Supervise other activities of the fund management company in managing the assets of the fund in accordance with the provisions of Article 98 of the Securities Law 2006, relevant provisions in this Circular, and at the charter of the real estate investment fund, the charter of the securities investment company in real estate;

e) Confirm reports on the net asset value, investment activities, investment portfolio of the real estate investment fund, the securities investment company in real estate prepared by the fund management company.

3. The supervising bank has the responsibility to establish and retain for a period of ten (10) years files and certificates in both paper form and electronic data files to confirm compliance in the supervising bank's activities towards the fund management company according to the provisions of the law as stipulated in Appendix 21 issued together with this Circular. These documents must be provided upon written request of the State Securities Commission.

4. The supervising bank has the responsibility to provide promptly, fully, and accurately necessary information to the fund management company, the approved auditing organization (upon written request of the fund management company) so that these organizations can fulfill their rights and obligations towards the fund according to the provisions of the law, the charter of the real estate investment fund, the charter of the securities investment company in real estate.

5. The supervising bank has the right to require the fund management company to promptly provide necessary documents and information, and if relevant, for the supervising bank to fully exercise its rights and obligations towards the fund, the securities investment company according to the provisions of the law. The supervising bank has the responsibility to maintain confidentiality according to the provisions of the law for all documents and information received from the fund management company.

6. The supervising bank may provide fund management services, including activities to determine the net asset value, manage the investor registration book of the real estate investment fund, the shareholder registration book of the securities investment company in real estate, and other related services. The department providing fund management services at the supervising bank must be separate in terms of personnel and customer electronic database systems from departments performing supervisory functions and other business departments of the supervising bank. If the supervising bank provides net asset value determination services, then the service-providing department must have staff holding a certified public accountant certificate or an audit certificate or accounting certificate or international certifications in the field of accounting such as ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants).

7. In case the fund management company does not implement activities to restore the position of the real estate investment fund, the securities investment company in real estate within the time limit prescribed in Clause 6 and Clause 7 of Article 9 of this Circular, the supervising bank has the responsibility to report to the State Securities Commission within seven (07) days from the date the supervising bank sends a notice to the fund management company. In this case, the supervising bank has the right to only execute legal orders and instructions of the fund management company that do not lead to the investment portfolio structure of the fund violating the provisions of the law and other provisions in the charter of the real estate investment fund, the charter of the securities investment company in real estate.

8. In case the fund management company must compensate for losses to the real estate investment fund, the real estate securities investment company, and investors as stipulated in Clause 8, Article 9 of this Circular, the supervising bank shall cooperate with the fund management company to promptly and fully carry out payment procedures for investors according to the lawful instructions of the fund management company. The supervising bank shall be jointly liable, together with the fund management company, to compensate for losses to investors and the fund in cases where such losses arise from the supervising bank's failure to fully and promptly fulfill its supervisory responsibilities over the fund's investment activities, determine the net asset value of the fund, and other supervisory activities in accordance with the law. The extent of compensation for losses shall be carried out in accordance with the terms of the contract signed and/or the agreement between the fund management company and the supervising bank.

Article 34. Termination of rights and obligations of the supervising bank towards the real estate investment fund and the real estate securities investment company

1. The supervising bank terminates its rights and obligations towards the real estate investment fund and the real estate securities investment company in the following cases:

a) The supervising bank is divided, split, dissolved, declared bankrupt, merged, consolidated, converted into another legal entity, or has its securities custody business registration certificate revoked in accordance with Clause 2, Article 51 of the Securities Law 2006;

b) Unilaterally terminating the supervision contract;

c) The real estate investment fund and the real estate securities investment company have completed their operational period, been dissolved, or merged;

d) Pursuant to the decision of the investors' general meeting or the members' assembly of the real estate investment fund, or the shareholders' meeting of the real estate securities investment company.

2. In the cases specified in Clause 1 of this Article, the rights and obligations of the supervising bank towards the real estate investment fund and the real estate securities investment company shall be transferred to another supervising bank in accordance with Article 35 of this Circular. The supervising bank shall only terminate the contract after completing the transfer of all rights and obligations to the replacement bank.

3. In the case where the supervising bank changes its legal status, the new bank shall inherit all rights and obligations concerning the assets deposited and supervised at the old bank.

Article 35. Changing the Supervising Bank

1. In the event of changing the supervising bank, the fund management company shall have the obligation to report to the State Securities Commission and propose the replacement supervising bank along with the following documents:

a) A request for replacement of the supervising bank signed by both the fund management company and the supervising bank, clearly stating the reasons for replacement; accompanied by a commitment from the supervising bank regarding the full transfer of rights and obligations concerning the assets of the real estate investment fund and the real estate securities investment company to the replacement supervising bank;

b) Minutes of meetings and decisions of the investors' general meeting, members' assembly, or shareholders' meeting on changing the supervising bank, specifying the proposed replacement supervising bank; approving the plan to transfer assets from the old supervising bank to the replacement supervising bank;

c) The principle supervision contract signed with the replacement supervising bank;

d) Draft amended charter of the real estate investment fund and the real estate securities investment company;

đ) Plan for transferring rights and responsibilities between the banks, including during the transition period when both banks are carrying out the transfer, and the method of handling issues related to the rights and obligations of the parties involved.

2. The dossier specified in Clause 1 of this Article shall be established in one (01) original copy accompanied by an electronic data file. The original dossier shall be directly submitted to the one-stop service department of the State Securities Commission or sent via postal service.

3. Within ten (10) days from the date of receipt of a complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall approve the change of the supervising bank. If it rejects the application, the State Securities Commission must respond in writing and specify the reasons.

4. The rights and obligations of the supervising bank towards the real estate investment fund and the real estate securities investment company shall only terminate at the time when the transfer of rights and obligations to the real estate investment fund and the real estate securities investment company to the replacement supervising bank is completed. The replacement supervising bank must prepare and submit to the State Securities Commission a handover record between the two supervising banks, confirmed by the fund management company and the board of directors of the real estate investment fund, or the board of directors of the real estate securities investment company.

5. Within ten (10) days from the date of completion of the supervising bank replacement as stipulated in Clause 3 of this Article, the fund management company shall have the responsibility to disclose information about the change of the supervising bank for the real estate investment fund and the real estate securities investment company in accordance with relevant laws.

Chapter V

REPORTING SYSTEM

Article 36. Information for investors and reporting system of fund management companies

1. The fund management company shall regularly submit to investors and the State Securities Commission the following reports:

a) Weekly report on changes in the net asset value of real estate investment funds and real estate securities investment companies according to the form set out in Appendix No. 25 issued together with this Circular;

b) Monthly, quarterly, and annual reports on the investment activities of real estate investment funds and real estate securities investment companies according to the form prescribed in Appendix No. 22 issued together with this Circular;

c) Semi-annual and annual summary reports on the management activities of real estate investment funds and real estate securities investment companies, including the basic contents prescribed in Appendix No. 24 issued together with this Circular;

d) Prospectus, summary prospectus; semi-annual audited financial statements, annual audited financial statements;

2. The documents prescribed in Clause 1 of this Article must be provided free of charge to investors on the fund management company's electronic information website, or sent directly via email to investors, or other methods prescribed in the fund charter and prospectus.

3. Investors may refuse to accept the documents prescribed in Clause 2 of this Article. In case investors request, the fund management company must provide the risk management process, clearly stating investment restrictions, preventive and management methods used to manage the assets of real estate investment funds and real estate securities investment companies.

4. Reporting deadlines:

a) For monthly reports, within ten (10) days from the end of the month;

b) For quarterly reports, within twenty (20) days from the end of the quarter;

c) For semi-annual reports, within sixty (60) days from the end of the second quarter;

d) For annual reports, within ninety (90) days from the end of the fiscal year;

đ) For events specified in Clause 4 of this Article, within three (03) days from the occurrence of such event.

5. In addition to the reporting cases prescribed in this Article, when necessary, to protect common interests and investor interests, the State Securities Commission may require the fund management company and real estate securities investment companies to report on the activities of the fund and the real estate securities investment company.

6. The fund management company must report to the State Securities Commission within forty-eight (48) hours from receiving the reporting request prescribed in Clause 5 of this Article.

7. Reports submitted to the State Securities Commission must be accompanied by an electronic data file within five (05) days from the end of the month, within fifteen (15) days from the end of the quarter; within thirty (30) days from the end of the half-year fiscal period; and within ninety (90) days from the end of the fiscal year of the fund.

Article 37. Reporting System of Supervisory Banks

1. The supervisory bank must prepare and submit to the State Securities Commission monthly, quarterly, and annual supervision reports on the asset management activities of real estate investment funds and real estate securities investment companies managed by the fund management company according to the form prescribed in Appendix No. 23 issued together with this Circular. The supervisory bank's report must evaluate compliance with securities laws and regulations stipulated in the real estate investment fund charter and the real estate securities investment company charter as follows:

a) Evaluation of the fund management company's compliance in investment and trading activities of real estate investment funds and real estate securities investment companies;

b) Evaluation of the determination of the net asset value of real estate investment funds and real estate securities investment companies, detailing instances of incorrect valuation of real estate investment funds and real estate securities investment companies' assets (if any);

c) Issuance of fund certificates and capital raising of real estate investment funds and real estate securities investment companies;

d) Violations (if any) by the fund management company and recommendations for resolution and remediation.

2. The supervisory bank has the obligation to report to the State Securities Commission within twenty-four (24) hours from the discovery of violations in the following cases:

a) The fund management company violates securities laws and regulations;

b) Losses caused by the fund management company's asset management activities are too large and the costs to resolve the consequences are too high;

c) Other cases as required by the State Securities Commission.

3. The supervisory bank must comply with the provisions applicable to fund management companies under Clauses 4, 5, 6, and 7 of Article 36 of this Circular..

Chapter VI

IMPLEMENTING PROVISIONS

Article 38. Effective Date

This Circular takes effect from July 1, 2013.

Article 39. Implementation Organization

1. The State Securities Commission, fund management companies, supervisory banks, and organizations and individuals related to the activities of real estate investment funds and real estate securities investment companies are responsible for organizing its implementation.

2. Amendments and supplements to this Circular shall be decided by the Minister of Finance.