Decision No. 529-TC/QD/TCDN on the circulation of share certificates and the issuance of temporary regulations on the purchase of share certificates in joint-stock companies.

Pursuant to …;

OF THE MINISTER OF FINANCE NUMBER 529 TC/QD/TCDN DATED JULY 31, 1997 ON THE CIRCULATION OF SHARE CERTIFICATES AND THE ISSUE OF TEMPORARY REGULATIONS ON THE PURCHASE OF SHARE CERTIFICATES IN JOINT STOCK COMPANIES
JOINT STOCK COMPANIES

THE MINISTER OF FINANCE

- BASED ON Decree No. 15/CP dated March 2, 1993 of the Government on the tasks, powers, and responsibilities for state management of ministries and ministerial-level agencies;

To fully reflect the quantity of goods purchased and have a basis for comparing the quantity of goods purchased with the quantity of goods sold;

- BASED ON Decree No. 28/CP dated May 7, 1996 of the Government on the conversion of some state-owned enterprises into joint stock companies;

- BASED ON the opinion of the Prime Minister at Official Letter No. 1297/KTTH dated March 19, 1997 of the Government Office on the unified management of share issuance and printing;

- AT THE PROPOSAL of the General Director of the State Capital and Asset Management Bureau at Enterprises.

Pursuant to …;

Article 1.- Share certificates used in joint stock companies shall be circulated in three models as follows:

a. Named shares (non-transferable) in yellow-green color for shareholders who are members of the Board of Directors; shareholders purchasing shares from the State on credit and those receiving shares from the State with dividends; State shares.

b. Named shares in yellow-purple color for ordinary shareholders who are individuals and legal entities, other shareholders or those wishing to receive named shares.

c. Unnamed shares for all shareholders except those specified in part a of this provision or otherwise provided in the company's articles of association.

Article 2.- Joint stock company shares shall be available in denominations of 1 share, 2 shares, 5 shares, 10 shares, 20 shares, 50 shares, 100 shares, 200 shares, 500 shares, and 1000 shares.

Article 3.- The value of 1 (one) share is 100,000 dong, uniformly applied nationwide for joint stock companies.

Article 4.- Conditions, procedures for requesting to purchase share certificates and methods of recording share certificates shall be carried out according to the attached regulations accompanying this decision.

Article 5.- ASSIGN TO:

- The State Capital and Asset Management Bureau at Enterprises to receive applications to purchase share certificates and related files of the company to submit to the Minister of Finance for decision.

- The State Treasury to be responsible for printing, managing blank share certificates, and providing them to each joint stock company according to the decision of the Minister of Finance.

- Financial authorities at all levels to be responsible for disseminating and guiding joint stock companies to implement this decision.

Article 6.- This decision shall take effect 15 days after the date of signature. Any provisions contrary to this decision shall be abolished. Ministries, ministerial-level agencies, government agencies, provincial people's committees, and centrally-administered city people's committees shall be responsible for coordinating with the Ministry of Finance to implement this decision.

INTERIM REGULATION

ON THE PURCHASE OF SHARE CERTIFICATES IN JOINT STOCK COMPANIES

(ISSUED WITH Decision No. 529 TC/QD/TCDN dated July 31, 1997)
of the Minister of Finance)

I. GENERAL PROVISIONS

1. Share: A share is the minimum capital amount invested by each shareholder in a joint stock company, with the value of each share being uniformly 100,000 dong (one hundred thousand dong) nationwide for joint stock companies.

2. Shareholder: A shareholder is a legal entity or individual owner of share capital.

3. Joint stock company share certificate: It is a type of security confirming investment and ownership rights over capital by the share owner and recorded in Vietnamese currency.

4. Forms of share certificates:

a. Named shares:

Named shares are share certificates with the name of the owner recorded on the certificate. There are two types of named shares:

- Named shares (non-transferable) in yellow-green color for shareholders who are members of the Board of Directors, shareholders purchasing shares from the State on credit, shares issued to employees entitled to dividends, and shareholders representing the State.

Shareholders who are members of the Board of Directors may convert their shares into another form two years after ceasing to hold the position as a member of the Board of Directors. Shareholders purchasing shares from the State on credit may also convert their shares into another form after fully repaying the debt.

- Named shares (transferable with conditions) in yellow-purple color for founders, other subjects as prescribed by law and the company's articles of association. Transfer of yellow-purple named shares must be approved by the Board of Directors.

- Procedures for transferring named shares shall be conducted at the joint stock company.

b. Unnamed shares: These are share certificates without the name of the owner recorded, freely traded, transferred, and inherited, but must be registered in the company's shareholder register.

c. Types of shares: Both unnamed and named shares shall be available in denominations of 1 share, 2 shares, 5 shares, 10 shares, 20 shares, 50 shares, 100 shares, 200 shares, 500 shares, and 1000 shares.

5. Users: Shareholders of enterprises implementing shareholding reform and newly established joint stock companies as stipulated by the Company Law.

The Ministry of Finance is authorized to print share certificates to provide to joint stock companies. Any act of forging, erasing, or destroying share certificates will be treated as counterfeiting currency.

II. SPECIFIC PROVISIONS

1. Conditions for obtaining share certificates.

- Being a joint stock company operating under the Company Law.

- Having a decision to establish or convert a state-owned enterprise into a joint stock company (shareholding reform) from the competent authority.

- Repaying the costs of printing, transportation, and storage of share certificates to the State Treasury.

2. Documents for requesting to purchase share certificates:

a. Enterprises implementing shareholding reform.

- Application for purchasing share certificates (according to the attached model).

- Decision to convert a state-owned enterprise into a joint stock company from the competent authority.

- Articles of association of the company approved by the founding shareholders' meeting.

- Business registration certificate issued by the competent authority.

- List of shareholders and the amount paid for purchasing share certificates.

- Confirmation of the amount paid for purchasing shares deposited in the State Treasury.

- List of shareholders purchasing shares on credit (with confirmation from the General Director, Party Committee, and State Capital and Asset Management Bureau at Enterprises).

- List of employees receiving shares with dividends.

b. Newly established joint stock companies.

- Application for purchasing share certificates (according to the attached model).

- Articles of association of the company approved by the founding shareholders' meeting.

- Establishment permit and business registration certificate issued by the competent authority.

- List of shareholders and the amount paid for purchasing shares with confirmation from the State Treasury.

c. Joint stock companies issuing new shares.

- Application for purchasing share certificates (according to the attached model).

- Project on the use of proceeds from the new issue approved by the competent authority.

- Articles of association of the company approved by the shareholders' meeting.

- Resolution of the shareholders' meeting on the issuance of share certificates.

- Business registration certificate issued by the competent authority.

- A list of shareholders who have purchased shares and the amount of money they have paid into the company.

- A certificate confirming the amount of money paid for shares by shareholders submitted to the State Treasury.

- The permit for issuing shares granted by the competent authority.

- The audit report of the auditing agency regarding the determination of the enterprise's value.

2. Share registration:

Any blank spaces on the share certificate must be filled in by typing or using non-fading ink; all letters and numbers must be clearly and fully written without erasure. It is strictly prohibited for individual shareholders to write on their own share certificates.

a. Named shares:

* Front side of the share certificate:

- Company name: The registered name of the company according to the business license.

- Headquarters: The address of the main office of the company.

- Date of establishment: The date and year according to the decision of the competent authority to convert the form (for enterprises undergoing shareholding reform), or the establishment decision of the People's Committee of the province/city (for newly established joint-stock companies).

- Signature and stamp: The Chairman of the Board of Directors signs and stamps the Joint Stock Company.

* Back side of the share certificate:

Section for recording shareholder's name

- For state-owned shares at a joint-stock company where the State Capital and Asset Management General Department is the representative, record the Ministry of Finance if the state-owned enterprise is the owner, otherwise record the name of the state-owned enterprise.

- For corporate shares, record the name of the contributing enterprise.

- For shares issued to employees entitled to dividends, record the name of the entity representing the state capital portion at the joint-stock company. Individual shares should record the name of the individual contributor to the joint-stock company.

The issuance date of the shares is recorded based on the decision of the Ministry of Finance allowing the issuance.

b. For unnamed shares, they shall be recorded like named shares.

3. Issuance of share certificates.

Each shareholder of a joint-stock company must be issued a share certificate.

Each shareholder may receive one or more share certificates according to the initial registration, but the total face value of the shares must equal the amount contributed to the company as recorded in the contribution certificate under Point 4, Article 32 of the Law on Enterprises and the shareholder register.

When a shareholder receives a share certificate, the joint-stock company has the responsibility to collect the contribution certificate and retain it at the company's office according to the current file retention regulations.

- If the wrong type of share certificate is issued to a shareholder, the issuer must compensate the company for economic losses and bear criminal responsibility under the law.

4. Retention and preservation of share certificates:

- Shareholders are responsible for retaining and preserving their share certificates as they would with cash during the period of holding shares in a joint-stock company.

- Shareholders may deposit their share certificates at commercial banks or the State Treasury according to the fees set by the competent authority.

- In case of damage or destruction, shareholders must apply for a replacement share certificate. All costs for replacing the share certificate are borne by the shareholder and the old certificate must be returned.

- If a shareholder loses their share certificate, they must immediately notify both the joint-stock company and the police.

III. IMPLEMENTATION

1. This regulation applies uniformly throughout the country. Ministries, agencies equivalent to ministries, government-affiliated agencies, provincial/municipal people's committees directly under the central government are responsible for guiding implementation and applying this regulation.

2. During implementation, if there are difficulties or obstacles, relevant ministries, sectors, provinces, cities, and enterprises should promptly reflect these issues to the Ministry of Finance for research and resolution.

NAME OF ENTERPRISE                                                                               SOCIALIST REPUBLIC OF VIET NAM

                                                                                                                                INDEPENDENCE - FREEDOM - HAPPINESS

APPLICATION FOR PURCHASE OF SHARE CERTIFICATE

RESPECTFULLY SUBMITTED TO: MINISTRY OF FINANCE

The joint-stock company...requests the Ministry of Finance to provide shares as follows:

1. Total issuance volume...dong, corresponding to...shares.

2. Named shares not transferable:

Type...shares. Quantity...(certificates)

Type...shares. Quantity...(certificates)

Type...

3. Named shares freely transferable:

Type...shares.

Quantity...(certificates) Type...shares.

Quantity...(certificates) Type...

4. Unnamed shares:

Type...shares. Quantity...(certificates)

Type...shares. Quantity...(certificates)

Type...

5. Request the Ministry of Finance to provide the above types within the time frame...

The joint-stock company commits to comply with the temporary regulations on purchasing share certificates of joint-stock companies attached to Decision No. 529 TC/QĐ/TCDN dated July 31, 1997.

Legal Representative of

Chairman of the Board of Directors (Signature, Stamp)