Decree No. 58/2012/ND-CP provides detailed regulations and guidance on implementing certain provisions of the Securities Law and the Ordinance Amending and Supplementing Certain Provisions of the Securities Law.

DECREE

Regulations detailing and guiding the implementation of certain provisions of the Securities Law and

 the Law Amending and Supplementing Certain Provisions of the Securities Law

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Pursuant to the Law on Organization of the Government dated December 25, 2001;

On the basis of the Enterprise Law dated November 29, 2005:

On the basis of the Securities Law dated June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

promulgates this Decree stipulating the environmental protection fees for mineral exploration and exploitation.

The Government promulgates this Decree to detail and guide the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree details the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law regarding the issuance of securities, listing, trading, securities business, securities investment, securities services, and the securities market.

In cases where enterprises operate in industries or professions subject to conditions with specific regulations under specialized laws, such enterprises must comply with both the specialized laws. Where the provisions of this Decree differ from those of specialized laws, enterprises shall comply with the provisions of the specialized laws.

Article 2. Explanation of terms

In this Decree, the following terms shall be understood as follows:

1. Treasury shares are shares that have been issued by a joint-stock company and repurchased by the issuing entity itself.

2. Issuing shares for exchange involves issuing additional shares and using the newly issued shares to swap for shares of another joint-stock company.

3. An investment management contract is a contract signed between a securities investment company or an individual or organization acting as an investor and a fund management company to entrust the fund management company to manage and invest the assets.

4. A depositary receipt is a security issued outside Vietnam according to the regulations of the host country based on securities issued by a business established and operating legally in Vietnam.

5. Issued shares are shares that have been fully paid for by investors and whose ownership information has been accurately and completely recorded in the shareholder register.

6. Net asset value of the fund is the total value of the fund's assets minus the total value of the fund's liabilities.

7. Target company is a public company whose shares are the object of a public tender offer.

8. Target fund is a securities investment fund whose fund certificates are the object of a public tender offer.

9. Underwriting is the commitment by an underwriting organization to assist the issuing organization in completing pre-offering procedures, purchasing part or all of the securities issued by the issuing organization to resell or purchase the remaining unsold securities, or supporting the issuing organization in distributing securities to the public. Underwriting can be carried out in the following forms:

- Firm commitment is a form where the underwriting organization purchases all the securities issued by the issuing organization to resell or purchase the remaining unsold securities;

- Best efforts is a form where the underwriting organization assists the issuing organization in completing pre-offering procedures and supports the issuing organization in distributing securities to the public;

- Other forms based on the agreement between the issuing organization and the underwriting organization.

10. Bondholder representative is a member of the Securities Depository Center designated by the issuing organization to represent the interests of bondholders.

11. Securities investment company is a securities investment fund organized in the form of a joint-stock company. Securities investment companies have two forms:

a) Individual securities investment company is a securities investment company with a maximum of 99 shareholders, among which the capital contribution of corporate shareholders must be at least three billion VND and of individual shareholders must be at least one billion VND;

b) Public securities investment company is a securities investment company that conducts public offerings of its shares.

12. Public tender offer is the act of organizations or individuals publicly implementing the purchase of a portion or all of the voting shares of a public company or fund certificates of a closed-end fund with the aim of gaining control over the public company or closed-end fund in accordance with legal provisions to ensure fairness for shareholders of the target company.

13. Maximum foreign ownership ratio is the maximum percentage of securities that foreign individuals or organizations may hold in a business according to Vietnamese law.

14. Authorized credit institution is a credit institution permitted to handle foreign currency transactions related to the issuance of securities in accordance with the law on foreign exchange management.

15. Date of commencement of offering:

a) The date of commencement of public offering of securities is the date when the issuer announces the offering and publishes the Offering Prospectus on mass media;

b) The date of commencement of private placement of securities is the date determined in the private placement offering documents, approved by the competent authority.

16. Date of completion of the offering round:

a) The date of completion of a public offering round is the date when the collection of payment for purchased securities ends from investors;

b) The date of completion of a private placement offering round is the date when the collection of payment for purchased securities ends from investors, unless otherwise specified by the issuer.

17. Host country is the nation or territory where a Vietnamese issuer registers for the issuance and listing of securities.

18. Supervisory bank is a commercial bank meeting the conditions stipulated in Clause 1, Article 98 of the Securities Law.

19. Tender offer agent is a securities company designated by organizations or individuals conducting a public tender offer to act as a representative to carry out the tender offer procedures based on the agreement between the organization or individual conducting the public tender offer and the designated securities company.

Chapter II

SECURITIES OFFERING

Section 1

PRIVATE PLACEMENT OF SHARES

Article 3. Objects of private placement of shares

1. Joint-stock companies established and operating under the Enterprise Law and related legal documents.

2. Limited liability companies conducting private placement of shares to convert into joint-stock companies.

Article 4. Conditions for private placement of shares

1. Conditions for private placement of shares by joint-stock companies that are not yet publicly traded:

a) Having a decision of the Shareholders' General Meeting approving the private placement plan and the plan for using the proceeds from the placement round;

b) Meeting other conditions as prescribed by specialized laws in cases where the issuer is a business entity in a regulated industry.

2. Conditions for private placement of shares to convert from a limited liability company into a joint-stock company:

a) Having a decision of the owner or the Board of Members approving the plan for private placement to convert;

b) Meeting other conditions as prescribed by specialized laws in cases where the issuer is a business entity in a regulated industry.

3. Conditions for private placement of shares by publicly traded companies:

a) Having a decision of the Shareholders' General Meeting approving the placement plan and the plan for using the proceeds from the placement round; clearly identifying the target investors and their number;

b) Other conditions as stipulated in Clause 6, Article 1 of the Law amending and supplementing certain articles of the Securities Law;

c) Meeting other conditions as prescribed by specialized laws in cases where the issuer is a business entity in a regulated industry.

Article 5. Documents for private placement of shares

1. Documents for private placement of shares by joint-stock companies that are not yet publicly traded include:

a) A registration form for private placement of shares according to Form No. 01 attached hereto as an appendix;

b) Decision of the Shareholders' General Meeting approving the placement plan and the plan for using the proceeds from the placement round;

c) Decision of the Board of Directors approving the criteria and list of selected targets for placement in cases where the Shareholders' General Meeting has delegated authority;

d) Documents providing information about the placement round to investors (if applicable);

e) Documents proving compliance with foreign investor participation ratios and adherence to investment forms in cases of placement to foreign investors.

2. Documents for private placement of shares by publicly traded companies include:

a) The documents specified in Clause 1 of this Article;

b) Approval documents from competent state agencies for businesses in regulated industries (if applicable);

c) Procedures for registering private placement of shares to convert from a limited liability company into a joint-stock company shall be carried out in accordance with the law on business conversion.

Article 6. Registration procedures for private placement of shares

1. The issuer submits the registration documents for private placement of shares to the competent state agency as prescribed in Article 8 of this Decree.

2. In cases where the submitted documents are incomplete or invalid, within ten days from the date of receipt of the registration documents for private placement of shares, the competent state agency must issue a written opinion requesting the issuer to supplement or amend the documents. The time for receiving complete and valid documents is calculated from the date the issuer completes the supplementation or amendment of the documents.

3. Within fifteen days from the date of receipt of complete and valid registration documents, the competent state agency will notify the registrant and publish on its electronic website the announcement regarding the private placement of shares by the registrant.

4. Within ten days from the completion of the placement round, the issuer submits a report on the results of the placement round according to Form No. 02 attached hereto as an appendix to the competent state agency.

Article 7. Obligations of the organization issuing individual shares

1. The organization issuing shares and related organizations and individuals shall not advertise the offering on mass media channels. Information disclosure shall not contain promotional or solicitation content for the purchase of individually offered shares.

2. Amend and supplement documents according to the requirements of competent state agencies.

3. Implement the offering according to the registered plan.

4. Within ten days from the date of the Board of Directors' Decision authorized by the Shareholders' Meeting regarding the change in the use of funds obtained from the individual share offering, the issuing organization must report to the competent state agency using Form No. 03 attached to this Decree. Any change in the use of funds obtained from the individual share offering must be reported to the nearest Shareholders' Meeting. In cases where the organization issuing individual shares is a public company, it must simultaneously publish the results of the offering, the decision to change the capital usage plan on its electronic information website, and fulfill all information disclosure obligations under securities and securities market laws applicable to public companies.

Article 8. Competent State Agencies Managing Individual Share Offerings

1. Competent state agencies managing individual share offerings (hereinafter referred to collectively as competent state agencies) include:

a) Ministry of Finance for non-publicly traded insurance enterprises;

b) State Bank of Vietnam for non-publicly traded credit institutions;

c) Securities Commission for cases where the issuing organization is a securities firm, fund management company, or publicly traded company;

d) Department of Planning and Investment; Industrial Park Management Board, Export Processing Zone Management Board, High-Tech Park Management Board, Economic Zone Management Board in cases where the issuing organization is a non-publicly traded joint-stock company not falling under the provisions of Points a, b, and c of this Clause.

2. Responsibilities of competent state agencies:

a) Accepting and processing registration documents for individual share offerings in accordance with this Decree and relevant laws;

b) Supervising individual share offering activities and handling violations of individual share offering regulations set forth in this Decree within their authority.

Section 2

PUBLIC SECURITIES OFFERING

Article 9. General Provisions on Public Securities Offering

1. Organizations and individuals shall not offer securities to the public in the following circumstances:

a) Enterprises that do not meet the conditions for public securities offering as stipulated in Article 12 of the Securities Law and Clause 7 of Article 1 of the Ordinance Amending and Supplementing Certain Provisions of the Securities Law;

b) Offering securities to the public for the purpose of establishing an enterprise, except in the cases provided for in Articles 12, 13, and 14 of this Decree.

2. Registration for public securities offering must be carried out by the issuing organization, except in the following cases:

a) State owner (including State-owned Groups and State-owned Corporations) selling state-held equity to the public;

b) Major shareholders selling their equity holdings in publicly traded companies to the public.

3. Funds obtained from the offering must be transferred into a frozen account as prescribed in Clause 3 of Article 21 of the Securities Law. In cases where the issuing organization is a commercial bank, it must select another commercial bank to freeze the funds obtained from the offering.

4. Within ten days from the end of the offering period, the issuing organization must report the offering results to the Securities Commission along with confirmation from the commercial bank where the frozen account was opened regarding the funds obtained from the offering. After submitting the offering report to the Securities Commission, the issuing organization may release the funds obtained from the offering.

5. Capital Utilization Report

a) In cases where the Board of Directors decides to change the purpose of capital use pursuant to authorization from the Shareholders' Meeting, within ten days from the date of the decision to change the purpose of capital use, the issuing organization must report to the Securities Commission using Form No. 04 attached to this Decree and disclose information about the reasons for the change and the Board of Directors' decision on the change or approval of the investment certificate issuance authority for foreign issuers. The change in the purpose of capital use must be reported to the nearest Shareholders' Meeting;

b) For cases where capital is raised to implement investment projects, every six months from the completion of the offering until the completion of the project, the issuing organization must report to the Securities Commission using Form No. 05 attached to this Decree and disclose information about the progress of capital utilization from the offering.

Article 10. Forms of Public Offering of Securities

1. Initial public offerings of securities include:

a) Initial public offering of shares to raise capital for the issuer organization;

b) Initial public offering of fund certificates to establish a securities investment fund;

c) Initial public offering of shares to become a public company through changes in ownership structure without increasing the charter capital of the issuer organization;

d) Initial public offering of shares to establish a business in the infrastructure sector, high-tech sector, or to establish a joint-stock credit organization;

đ) Public offering of investment contribution contracts.

2. Additional public offerings of securities include:

a) A public company offering additional shares to the public or issuing subscription rights to existing shareholders to increase its charter capital;

b) A fund management company offering additional fund certificates to the public to increase the charter capital of the Investment Fund.

3. Large shareholders selling their shareholdings in public companies to the public; public companies offering bonds and other types of securities to the public.

Article 11. Conditions for Public Offering of Securities

The issuer must meet the conditions stipulated in Article 12 of the Securities Law and Clause 7, Point 1 of the Law amending and supplementing certain provisions of the Securities Law. For specific cases, detailed conditions are prescribed in Articles 12 to 21 and Article 23 of this Decree.

Article 12. Conditions for Public Offering of Shares by Newly Established Enterprises in the Infrastructure Sector

1. It is an enterprise that is the main investor in infrastructure projects under economic and social development programs of Ministries, sectors, and provinces/cities directly under the Central Government.

2. Has an investment project approved by the competent authority.

3. Has a commitment from the Board of Directors or founding shareholders to be jointly liable for the issuance plan and the use of funds raised from the offering.

4. Has a firm commitment to underwrite the issuance with a securities company authorized to conduct security issuance underwriting.

5. Has a supervising bank overseeing the use of funds raised from the offering.

6. Has a commitment from the Board of Directors or founding shareholders to list the company's shares on a centralized securities market within one year from the date the enterprise officially commences operations.

Article 13. Conditions for Public Offering of Shares to Establish New High-Tech Enterprises

1. It is a high-tech enterprise encouraged for investment according to the law.

2. Meets the conditions stipulated in Clauses 2, 3, 4, 5, and 6 of Article 12 of this Decree.

Article 14. Conditions for Public Offering of Shares to Establish Joint-Stock Credit Organizations

1. Approved in principle by the State Bank of Vietnam for the issuance of a license to establish and operate.

2. Founding shareholders have committed responsibility for the issuance plan and the use of funds raised from the offering.

3. Founding shareholders have committed to listing the credit organization's shares on a centralized securities market within one year from the date of commencement of operations.

4. Other conditions as prescribed by the State Bank of Vietnam.

Article 15. Conditions for Offering Convertible Bonds and Bonds with Attached Warrants

1. The issuer is a joint-stock company operating under the form of a limited liability company.

2. There must be an offering plan and a capital utilization plan from the offering period that has been approved by the General Shareholders' Meeting.

3. Satisfy the conditions stipulated at Points a, b, and d Clause 2 Article 12 Securities Law and Clause 7 Article 1 Law Amending and Supplementing Certain Provisions of the Securities Law.

Article 16. Conditions for Offering Guaranteed Bonds

1. Satisfy the conditions stipulated at Clause 2 Article 12 Securities Law and Clause 7 Article 1 Law Amending and Supplementing Certain Provisions of the Securities Law.

2. Provide a payment guarantee commitment accompanied by documentation proving the financial capacity of the guarantor organization in case of payment guarantee, or have sufficient assets to pay off the bonds in case of asset guarantee. The value of the assets used for guarantee must be at least equal to the total value of the bonds registered for offering. The valuation of the assets used for guarantee shall be conducted by a competent appraisal agency and remain valid for no more than 12 months from the date of valuation. The assets used for guarantee must be registered and processed according to the provisions of the law on registration of security transactions. This provision does not apply to cases where the payment guarantor is the Government or the Ministry of Finance acting on behalf of the Government to provide payment guarantees within its authority.

3. The issuer must designate a representative of bondholders to oversee the implementation of the issuer's commitments. The following entities may not act as representatives of bondholders:

a) Organizations guaranteeing the payment of debt for the issuer;

b) Major shareholders of the issuer;

c) Organizations having major shareholders who are the issuer;

d) Organizations sharing major shareholders with the issuer;

e) Organizations sharing management personnel with the issuer or subject to the control of the issuer.

Article 17. Conditions for Registering Multiple Tranches of Public Offerings of Securities

1. When issuing shares or bonds to the public in multiple tranches, the issuer must meet the following conditions:

a) The conditions stipulated at Clause 1 or Clause 2 Article 12 Securities Law and Clause 7 Article 1 Law Amending and Supplementing Certain Provisions of the Securities Law;

b) A need to raise capital in multiple tranches consistent with investment projects or business plans approved by competent authorities;

c) An offering plan specifying the quantity and expected time frame for each tranche.

2. Credit institutions meeting the conditions stipulated at Point a and c Clause 1 of this Article may register for multiple tranches of non-convertible bond offerings to the public within a 12-month period.

Article 18. Conditions for Public Offering of Securities by Joint-Stock Companies Formed Through Merger or Acquisition Processes

1. Meet the conditions stipulated at Point a and c Clause 1 Article 12 Securities Law for share offerings or the conditions at Point a and c Clause 2 Article 12 Securities Law for bond offerings.

2. Have been operational for at least one year since the merger or acquisition process and have achieved profitable operations up to the date of registering the public offering.

3. Not have overdue debts exceeding one year for public bond offerings.

4. Commitment of the General Shareholders' Meeting (for shares and convertible bonds) or the Board of Directors (for bonds) to list securities on a centralized market within one year from the end of the offering period.

Article 19. Conditions for foreign organizations to offer securities to the public in Vietnam

1. Profitable business operations according to international accounting standards in the year immediately preceding the registration year for the offering.

2. Having an investment project in Vietnam approved by competent authorities in Vietnam; having a plan for issuing and using funds raised from the public offering of securities to invest in the project in Vietnam.

3. The total amount raised from the offering in Vietnam shall not exceed 30% of the total investment capital of the project.

4. Having a firm commitment to underwrite issuance with at least one securities company permitted to operate securities underwriting in Vietnam.

5. Having a supervising bank for the use of funds raised from the offering.

6. Foreign issuers must commit not to transfer raised funds abroad; not to withdraw corresponding equity during the duration of the project's permit; to fully fulfill the obligations of issuers as stipulated by Vietnamese law; to comply with regulations on foreign exchange management for securities issuance in Vietnam.

7. Having a shareholders' meeting commitment for the case of offering shares and convertible bonds, and a board of directors or board of members commitment for the case of offering bonds regarding listing securities for trading on a centralized market within one year from the end of the offering period.

Article 20. Conditions for foreign financial organizations to offer Vietnamese dong-denominated bonds to the public

1. The issuer must be an international financial organization of which Vietnam is a member.

2. Bonds offered must have a term of not less than ten years.

3. Having a plan to use the entire amount raised from the public offering of bonds for projects in Vietnam, approved by competent authorities in accordance with the law.

4. The total amount raised from the offering in Vietnam shall not exceed 30% of the total investment capital of the project. In cases where it is necessary to raise more than 30% of the total investment capital of the project, the Prime Minister decides based on the proposal of the Ministry of Finance and the State Bank of Vietnam.

5. Having a commitment to fulfill the obligations of the issuer towards investors regarding issuance conditions, payment, guaranteeing the lawful rights and interests of investors, and other conditions.

6. Having a commitment to disclose information in accordance with Vietnamese law.

7. Having a commitment to list bonds for trading on a centralized market within one year from the end of the offering period.

Article 21. Conditions for major shareholders in public companies to offer shares to the public

1. Shares offered must be shares of enterprises meeting the conditions specified in Points a and b Clause 1 Article 12 of the Securities Law.

2. Having a securities company advise on preparing the share offering documentation.

Article 22. Offering of securities by state-owned enterprises converting to joint-stock companies combined with offering shares to the public

The offering of securities by state-owned enterprises converting to joint-stock companies combined with offering shares to the public shall be carried out in accordance with the provisions of the law on converting state-owned enterprises to joint-stock companies.

Article 23. Conditions for Issuing Additional Shares for Share Swap

A joint-stock company issuing shares to swap for shares or capital contributions in another company must meet the following conditions:

1. In the case of swapping shares with one or several specific shareholders of another public company to increase the issuing organization's ownership ratio in that public company:

a) There must be an issuance and swap plan approved by the General Meeting of Shareholders;

b) Written consent from the swap objects;

c) Approval by the General Meeting of Shareholders of the public company whose shares are being swapped if the issuing organization's ownership ratio in that public company exceeds the threshold requiring a mandatory tender offer under Article 32 of the Securities Law;

d) Ensuring compliance with regulations on capital contribution ratios and investment forms when the shareholder in the public company whose shares are being swapped is a foreign investor.

2. Swapping part or all of the shares for an unspecified number of shareholders or all shareholders in another public company to increase the issuing organization's ownership ratio in that public company:

a) Meeting the conditions stipulated in Point a and d of Clause 1 of this Article;

b) Ensuring compliance with relevant conditions and fully implementing regulations related to the procedures and formalities for a mandatory tender offer.

3. Swapping all circulating shares in another public company according to a merger or consolidation contract between the issuing organization and the other public company:

a) Having a merger or consolidation plan, a share swap plan, and a post-merger or consolidation business operation plan approved by the General Meetings of Shareholders of the participating companies;

b) Having a merger or consolidation contract signed among the participating parties in accordance with the Enterprise Law;

c) Draft articles of association of the company after merger or consolidation approved by the Boards of Directors of the participating parties;

d) Written approval from the competition management agency regarding the merger or consolidation or a commitment to comply with competition law regulations by the Boards of Directors of the participating parties;

e) Ensuring compliance with regulations on capital contribution ratios and investment forms when the shareholder in the public company whose shares are being swapped is a foreign investor.

4. A public company issuing new shares to swap for shares or capital contributions of a non-public company:

a) Meeting the conditions stipulated in Point a of Clause 1 of this Article;

b) Ensuring compliance with regulations on capital contribution ratios and investment forms when the shareholder in the non-public company whose shares or capital contributions are being swapped is a foreign investor.

Article 24. Conditions for Issuing Shares to Pay Dividends

1. There must be a decision of the General Meeting of Shareholders approving the issuance plan for shares to pay dividends.

2. Having sufficient sources to implement from undistributed profits of the parent company confirmed by an audit. In the case where a public company acts as a parent company issuing shares to pay dividends, the undistributed profits source is based on the undistributed profits belonging to the parent company shareholders' usage rights on the consolidated financial report.

Article 25. Conditions for Issuing Shares to Increase Share Capital from Own Capital

1. There must be a decision of the General Meeting of Shareholders approving the share issuance plan to increase share capital from own capital.

2. There must be sufficient capital available from sources such as surplus share capital; development investment fund; undistributed profits; other funds (if any) that can be used to supplement the registered capital in accordance with the provisions of the law.

In the case where a publicly traded company is a parent company issuing shares to increase share capital from own capital, the source used to increase share capital must be capital owned and used by the parent company. The Ministry of Finance shall provide specific guidance on issuing shares to increase share capital from own capital.

Article 26. Securities Issued by Foreign Organizations as Rewards for Vietnamese Workers Working in Foreign Organizations in Vietnam

Securities issued abroad by foreign organizations as rewards for Vietnamese workers must comply with the following conditions:

1. The exercise of rights attached to the rewarded securities must ensure compliance with Vietnam's foreign exchange management regulations.

2. Securities awarded to Vietnamese workers may not be traded on the Vietnamese securities market.

Section 3

OFFER OF SECURITIES ABROAD BY VIETNAMESE ENTERPRISES

Article 27. Offering Bonds Abroad

The offering of bonds by Vietnamese enterprises abroad shall be carried out in accordance with relevant legal provisions.

Article 28. Conditions for Offering Shares Abroad by Joint Stock Companies

1. Not belonging to the list of business fields prohibited for foreign participation under Vietnamese law and ensuring the proportion of foreign participation as prescribed by law.

2. There must be a decision of the General Meeting of Shareholders approving the offer of shares abroad and the plan for using the proceeds.

3. Compliance with the provisions of the law on foreign exchange management.

4. Meeting the requirements of the laws of the host country.

5. Approval from the competent authority: State Bank of Vietnam for credit institutions; Ministry of Finance for insurance companies; Securities Commission for securities companies, fund management companies, and stock investment companies.

Article 29. Conditions for Issuing Securities as the Basis for Offering Depositary Receipts Abroad

1. An organization issuing new securities as the basis for issuing depositary receipts abroad must meet the following conditions:

a) Meeting the conditions for public offering of securities as stipulated in the Securities Law;

b) Not belonging to the list of business fields prohibited for foreign participation;

c) There must be a decision of the General Meeting of Shareholders or the Board of Directors as prescribed by the Enterprise Law approving the raising of capital through the issuance of securities as the basis for offering depositary receipts abroad and the plan for using the proceeds from the issuance;

d) The total number of shares issued as the basis for offering depositary receipts and the number of shares held by individuals and foreign organizations in Vietnam must ensure the proportion of foreign ownership as prescribed;

đ) There must be a project for issuing depositary receipts abroad based on newly issued shares, and this project must meet the conditions for offering as prescribed by the host country.

2. An organization supporting the issuance of depositary receipts abroad based on shares already issued in Vietnam must meet the conditions specified in Points b, c, d, and đ Clause 1 of this Article.

3. An organization issuing new securities as the basis for offering depositary receipts abroad or supporting the issuance of depositary receipts abroad based on shares already issued must comply with the provisions of this Decree and register with the Securities Commission for approval.

4. The Ministry of Finance shall specify the procedures and formalities for issuing new shares as the basis for offering depositary receipts abroad and supporting the issuance of depositary receipts abroad based on shares already issued, the cancellation of depositary receipts, and the trading and listing of shares serving as the basis for depositary receipts abroad.

Article 30. Registration for Offering Securities Abroad

1. The issuer must submit to the State Securities Commission registration documents for offering securities abroad before officially submitting the registration documents for offering securities to the competent authority abroad, including:

a) The decision of the Shareholders' Meeting, owner, or Board of Directors approving the plan for offering securities and the plan for using funds raised from the overseas securities offering;

b) Financial statements prepared according to international accounting standards if required by local laws;

c) A certificate confirming the foreign currency securities issuance capital account issued by a permitted credit institution;

d) Written approval for issuing securities abroad from the competent state agency: the State Bank of Vietnam for credit institutions; the Ministry of Finance for insurance companies; the State Securities Commission for securities companies, fund management companies, and securities investment companies;

đ) Registration documents for offering with the competent authority of the country where the issuer registers the securities offering.

2. Within ten days from the date of receiving all reporting documents, the State Securities Commission must notify the issuer in writing whether it approves or disapproves the offering documents and specify the reasons.

Article 31. Report on Offering Results

1. Within ten days from the end date of the offering period, the issuer must report the results of the securities offering to the State Securities Commission, and simultaneously publish information about the offering results on mass media as prescribed.

2. The report on offering results submitted to the State Securities Commission must also be sent to the Vietnam Securities Depository to adjust the shareholding ratio of the organization and foreign investors permitted to trade in the Vietnamese securities market, the domestic stock exchange where the issuer's shares are listed, and other agencies as stipulated by specialized laws.

3. The Ministry of Finance shall specify the format and content of the report and information disclosure.

Article 32. Report on Progress of Fund Utilization

During the process of utilizing funds raised from the overseas offering, the issuer must report to the State Securities Commission every six months from the end date of the offering regarding the progress of fund utilization. In case of changes in the purpose of fund utilization, the issuer must report to the State Securities Commission and disclose information about the reasons for the change decision. The report on fund utilization progress and the report on changes in fund utilization purposes are prepared according to Form No. 06 and Form No. 07 attached to this Decree.

Chapter III

JOINT STOCK COMPANY

Section 1

REGISTRATION AND CANCELLATION OF JOINT STOCK COMPANY

Article 33. Joint Stock Company Documents

Joint Stock Company Documents include:

1. The company charter as prescribed by the business law.

2. Certified copy of the Business Registration Certificate.

3. Summary information about the business model, management structure, and shareholder composition prepared according to Form No. 08 attached to this Decree.

4. The most recent audited annual financial statement conducted by an independent auditing firm.

Article 34. Registration of Public Companies

1. Except for the cases specified in Point a and b Clause 1 Article 25 of the Securities Law, public companies shall be responsible for submitting the registration dossier to the State Securities Commission within ninety days from the date they become public companies.

2. Within seven days from the date of receiving a valid dossier, the State Securities Commission shall be responsible for publishing the name, business content, and other information related to the public company on the communication means of the State Securities Commission.

3. The date of becoming a public company is calculated from the date when the capital contribution is fully completed and the number of shareholders recorded in the shareholder list reaches one hundred or more investors.

Article 35. Disclosure of Information on Public Company Registration

1. Within seven days from the date the State Securities Commission publishes the name of the public company according to Clause 2 Article 34 of this Decree, the public company shall be responsible for disclosing information on one (01) central newspaper or one (01) local newspaper where the main office is registered.

2. The summary information about the organizational model, management structure, and shareholder structure established according to Model 08 attached to this Decree; the company charter, financial reports must be published on the company's electronic information website.

Article 36. Cancellation of Public Company Registration

1. Public companies shall be responsible for notifying the State Securities Commission within fifteen days from the date they fail to meet the conditions of being a public company as stipulated in Article 25 of the Securities Law.

The date that the company does not meet the condition of being a public company is the day when the subscribed capital is less than ten billion VND based on the most recent audited annual financial report or the number of shareholders is lower than one hundred people confirmed by the Securities Depository Center or both conditions above.

2. Except for the case where the company fails to meet the condition of being a public company due to merger, acquisition, bankruptcy, dissolution, conversion of business form, or being owned by another organization or individual, after one year from the date it no longer meets the conditions of being a public company, the State Securities Commission will consider canceling the public company registration.

3. The company must comply with all regulations related to public companies until the State Securities Commission notifies the cancellation of the public company registration.

4. After receiving the notification from the State Securities Commission regarding the cancellation of the public company registration, the company shall be responsible for announcing the cancellation of the public company registration on one (01) central newspaper, one (01) local newspaper where the main office is registered, and on the company's electronic information website.

Section 2

PURCHASE AND SALE OF TREASURY SHARES OF PUBLIC COMPANIES

Article 37. Conditions for Purchasing Shares

1. For public companies purchasing their own shares to become treasury shares, they must meet the following conditions:

a) There must be a decision approved by the General Shareholders' Meeting for the purchase of more than 10% of the total ordinary shares or more than 10% of the total dividend-preferred shares issued, or there must be a decision approved by the Board of Directors for the purchase of up to 10% of the total ordinary shares or up to 10% of the total dividend-preferred shares issued within each twelve months;

b) They must have sufficient sources to purchase shares from the following sources: Capital surplus or development fund or undistributed post-tax profit or other equity capital sources used to repurchase shares in accordance with the law;

c) They must have a share repurchase plan approved by the Board of Directors, specifying the implementation period and the principle for determining the price;

d) They must have a securities company designated to execute the transaction;

đ) If a public company purchases ordinary shares leading to the number of treasury shares reaching twenty-five percent or more of the total number of the same type of shares in circulation, they must publicly offer to buy;

e) They must meet the conditions stipulated by specialized laws in cases where the public company operates in industries or sectors requiring special conditions;

2. The provisions of Clause 1 of this Article are exempted in the following cases:

a) Purchasing shares at the request of shareholders as provided for in Article 90 of the Enterprise Law;

b) Purchasing fractional shares under the issuance plan for paying dividends or issuing shares from equity capital carried out in accordance with this Decree;

c) Securities companies purchasing their own shares to correct transaction errors as prescribed by the State Securities Commission.

Article 38. Cases where the purchase of shares to be held as treasury shares is not allowed

1. The company shall not carry out the purchase of shares to be held as treasury shares in the following cases:

a) There is overdue debt based on the most recent audited annual financial report. If the expected share repurchase date is after June 30 of each year, the determination of overdue debt shall be based on the most recent audited semi-annual financial report or reviewed report;

b) It is in the process of issuing shares to raise additional capital;

c) The company's shares are the subject of a public tender offer;

d) It has carried out the purchase of shares within the last six months, except for the following cases: purchasing shares under Article 90 of the Enterprise Law, purchasing fractional shares according to the issuance plan for shares to pay dividends, issuing shares from own capital sources implemented in accordance with this Decree, and securities companies buying back their own shares to correct transaction errors in accordance with regulations of the State Securities Commission;

đ) Purchasing shares and selling treasury shares in the same round.

2. Except for the case where the purchase is carried out at the ownership ratio of each shareholder or when the company carries out a public tender offer for issued shares, the company shall not purchase shares of the following subjects to be held as treasury shares:

a) Company managers and related parties as defined by the Securities Law;

b) Shareholders holding restricted transfer shares as provided by law and the company's charter;

c) Major shareholders as defined in the Securities Law.

Article 39. Conditions for selling treasury shares

1. A listed company may sell treasury shares six months after the end of the latest repurchase period, except in cases where treasury shares are sold or used as share bonuses for employees in the company or securities companies buy back their own shares to correct transaction errors.

2. There must be a decision by the Board of Directors approving the specific sale plan, specifying the implementation time and pricing principles.

3. There must be a designated securities company to execute the transaction.

4. In the case of selling treasury shares through a public offering of securities, the listed company shall comply with the provisions on public offerings of securities to the public.

Chapter IV

PUBLIC TENDER OFFER

Article 40. Principles of Public Tender Offer

A public tender offer for shares of a listed company or closed-end fund certificates must ensure the following principles:

1. The conditions for a public tender offer must be applied fairly to all shareholders of the target company or investors of the target investment fund.

2. All parties participating in the public tender offer must be provided with full information to access the offer to purchase shares or closed-end fund certificates.

3. Respect the right of self-determination of shareholders of the target company or investors of the target investment fund.

4. Comply with the provisions of the law on securities and the securities market and other relevant laws.

5. The party making the public tender offer must designate a securities company as the agent for the tender offer.

Article 41. Cases of Public Tender Offer

1. Cases of public tender offer as stipulated in Clause 11, Article 1 of the Law amending and supplementing certain articles of the Securities Law.

2. In addition to the cases stipulated in Clause 11, Article 1 of the Law amending and supplementing certain articles of the Securities Law, organizations and individuals intending to make a public tender offer for shares of a listed company or closed-end fund certificates must fully comply with the provisions of this Decree.

Article 42. Documents for Public Tender Offer Registration

The documents for public tender offer registration include:

1. A public tender offer registration form as prescribed by the Ministry of Finance.

2. The decision of the Shareholders' Meeting or Board of Directors (for joint-stock companies), Management Board or company owner (for limited liability companies), Investor Assembly (for investment funds) approving the public tender offer.

3. The decision of the Shareholders' Meeting in the case where a public company repurchases its own shares to reduce the charter capital.

4. Audited financial statements of the most recent fiscal year and documents verifying financial capacity according to specialized laws or confirmation of financial capability for individuals and organizations conducting the public tender offer.

5. Documents proving that the company meets the conditions for repurchasing its own shares in the case of a public company repurchasing its own shares through a public tender offer.

6. An announcement of information on the public tender offer as prescribed by the Ministry of Finance.

7. A confirmation of funds being blocked at the supervisory bank in the case of a public tender offer for closed-end fund certificates.

Article 43. Public Tender Offer Registration

1. Organizations or individuals making a public tender offer for shares of a public company or closed-end fund certificates must submit the tender offer registration documents to the State Securities Commission. These documents must be simultaneously sent to the target company and the fund management company. Within three days from receiving the tender offer registration documents, the target company and the fund management company managing the investment fund must disclose information about receiving the tender offer proposal on their information disclosure media and the stock exchange where the target company or investment fund is listed.

2. Within fifteen days from receiving the tender offer registration documents, the State Securities Commission must provide a written response. In cases where the documents are incomplete or unclear, the organization or individual making the tender offer must supplement or amend them according to the requirements of the State Securities Commission.

3. Within fifteen days from the date the State Securities Commission issues a letter requesting the organization or individual making the tender offer to amend or supplement the tender offer registration documents, the organization or individual must complete the documents according to the requirements and submit them to the State Securities Commission. If the organization or individual fails to comply with the requirements within this period, the State Securities Commission will cease to consider the tender offer registration documents.

Article 44. Responsibilities of the Board of Directors of the Target Company or Investment Fund Management Board

1. Within ten days from receiving the tender offer registration documents, the Board of Directors of the target company or the fund management company managing the investment fund must send the State Securities Commission and inform shareholders or investors of the opinion of the target company, the investment fund management board regarding the public tender offer proposal. The documents submitted to the State Securities Commission must be in the form of written and electronic data as prescribed by the State Securities Commission.

2. The opinion of the Board of Directors of the target company or the investment fund management board must be in writing, signed by the majority of Board members or the management board, and must clearly state the assessment of the Board of Directors or the management board regarding the tender offer for shares or closed-end fund certificates. In cases where there are differing opinions among Board members or the management board compared to the assessment of the Board of Directors or the management board, these opinions must be disclosed together.

Article 45. Responsibilities of persons aware of information on public tender offers

Members of the Board of Directors, General Director (Managing Director), Deputy General Director (Deputy Managing Director), Chief Accountant, major shareholders, and related parties of the entity making the public tender offer, the target company, or the fund management company managing the investment target fund, members of the investment fund target management board, securities company employees, and other individuals who know about the public tender offer shall not take advantage of their knowledge to buy or sell securities for themselves; provide information, incite, or encourage others to buy or sell securities before the official commencement of the public tender offer.

Article 46. Prohibited actions for the tender offeror

1. From the time of submitting registration documents for the public tender offer to the Securities Commission until the completion of the tender offer period, the tender offeror shall not carry out the following acts:

a) Directly or indirectly purchase or commit to purchase shares, subscription rights to shares, and convertible bonds of the target company or fund certificates of the investment target fund, subscription rights to fund certificates of the investment target fund outside the public tender offer period;

b) Sell or commit to sell closed-end fund certificates that the tender offeror is offering to purchase;

c) Treat holders of the same type of shares, subscription rights to shares, and convertible bonds or closed-end fund certificates being offered to purchase unfairly;

d) Provide different levels of information or at different times to shareholders or investors;

đ) Refuse to purchase shares from shareholders of the target company or fund certificates from investors of the investment target fund during the tender offer process;

e) Purchase shares of the target company or fund certificates of the investment target fund contrary to the terms announced in the public tender offer registration.

2. Foreign investors shall not carry out public tender offers for listed companies or closed-end fund certificates to acquire a quantity of shares or closed-end fund certificates exceeding the foreign investor ownership ratio stipulated by law.

Article 47. Obligations of securities companies acting as agents for public tender offers

1. Guide organizations and individuals making tender offers to conduct the tender offer in accordance with the provisions of this Decree and bear joint liability in cases where organizations and individuals making tender offers violate the provisions of this Decree and related laws, except in cases where the public tender offeror intentionally conceals information or falsifies documents, or commits violations beyond the control of the tender offer agent.

2. Act as an agent to receive orders to sell shares or closed-end fund certificates and transfer shares or closed-end fund certificates to the tender offeror within the time limit specified in the Tender Offer Registration.

3. Ensure that organizations and individuals making tender offers have sufficient funds to implement the tender offer at the officially registered tender offer time.

Article 48. Principles for determining the tender offer price

1. The public tender offer price for shares of a publicly traded company or closed-end fund certificates shall be determined according to the following principles:

a) In the case where the target company is a listed organization or a trading registration organization, the tender offer price shall not be lower than the average reference price of the target company's shares published by the Stock Exchange in the sixty consecutive days prior to the submission of the tender offer registration and shall not be lower than the highest purchase price of organizations or individuals conducting the tender offer for the target company's shares during this period;

b) In the case where the target company is not a listed organization or a trading registration organization, the tender offer price shall not be lower than the average share price of the target company quoted by at least two (02) securities companies continuously in the sixty consecutive days prior to the submission of the tender offer registration or the issue price of the latest share issuance of the target company and shall not be lower than the highest purchase price of organizations or individuals conducting the tender offer for the target company's shares during this period;

c) The tender offer price for fund certificates shall not be lower than the average reference price of those fund certificates published by the Stock Exchange in the sixty consecutive days prior to the submission of the tender offer registration and shall not be lower than the highest purchase price of organizations or individuals conducting the tender offer for the investment target fund's fund certificates during this period.

2. During the public tender offer period, the tender offeror may only increase the tender offer price. The price increase must be announced at least seven days before the end of the tender offer period and must apply to all shareholders of the target company or investors of the investment target fund, including shareholders or investors who have already agreed to sell to the tender offeror.

Article 49. Withdrawal of Public Tender Offer Proposal

1. After announcing the public tender offer, the tender offeror may withdraw the tender offer proposal only in the cases specified in the Public Tender Offer Registration as follows:

a) The number of shares or closed-end fund certificates registered for sale does not reach the minimum ratio announced by the tender offeror in the Public Tender Offer Registration;

b) The target company increases or decreases the number of voting shares through stock splits, consolidations, or conversion of preferred shares;

c) The target company reduces its share capital;

d) The target company issues additional securities or the target investment fund issues fund certificates to increase its charter capital;

đ) The target company sells all or part of its assets or a portion of its operations.

2. The tender offeror must report to the State Securities Commission on the withdrawal of the tender offer proposal for the target company or target investment fund and must publicly announce the withdrawal of the tender offer on one (01) electronic news website or one (01) newspaper in three (03) consecutive issues after receiving approval from the State Securities Commission.

Article 50. Public Tender Offer Transactions

1. Within seven (07) days from the date of receipt of the State Securities Commission's opinion, the tender offeror must publicly announce the tender offer on one (01) electronic news website or one (01) newspaper in three (03) consecutive issues. The public tender offer can only be implemented after the State Securities Commission approves the tender offer registration and the tender offeror has announced it according to the aforementioned method.

In the case where the target company is listed or traded on a centralized securities market or the target investment fund, the tender offeror must simultaneously announce on the information dissemination medium of the securities exchange where the target company's shares are listed or traded or where the target investment fund's fund certificates are listed.

2. The tender offeror must designate a securities company to act as an agent to execute the tender offer. The State Securities Commission will guide the procedures for securities companies to perform the agency tender offer business.

3. The duration of implementing a public tender offer round shall not be less than thirty (30) days and not exceed sixty (60) days from the date of the formal tender offer announcement sent to the State Securities Commission.

4. Shareholders of the target company or investors of the target investment fund who have accepted the tender offer proposal have the right to withdraw their acceptance during the public tender offer period if the tender offer conditions change or another entity or individual conducts a competing tender offer for the target company's shares or the target investment fund's fund certificates.

5. In the event that the number of shares or closed-end fund certificates offered for purchase is less than the number registered for sale, the number of shares or closed-end fund certificates purchased shall be based on a proportional ratio corresponding to the number of shares each shareholder of the target company or the number of closed-end fund certificates each investor registers for sale, ensuring fair pricing for all shareholders or investors.

Article 51. Continued Public Tender Offer

Except in cases where a public tender offer has been made for all outstanding voting shares or closed-end fund certificates of a publicly traded company or closed-end fund, after implementing a public tender offer, the tender offeror who holds 80% or more of the outstanding shares or closed-end fund certificates of a publicly traded company or closed-end fund must continue to purchase the remaining shares or closed-end fund certificates within thirty days from the date of completion of the public tender offer, in accordance with Clause 11, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law, under similar price and payment terms as those of the public tender offer.

The organization or individual conducting the public tender offer must notify the State Securities Commission about the continued public tender offer within five working days from the end of the public tender offer period, and simultaneously publish information on the continued public tender offer in accordance with the provisions of the Securities Law.

Article 52. Reporting and Disclosure of Results of Public Tender Offer

Within five days from the completion of the public tender offer period, the organization or individual conducting the public tender offer must submit to the State Securities Commission a report on the results of the public tender offer, and at the same time disclose information on the results of the public tender offer through mass media, including the stock exchange's website if the shares or closed-end fund certificates subject to the public tender offer are listed on a stock exchange. The report on the results of the public tender offer shall be prepared according to the form prescribed by the Ministry of Finance.

Chapter V

LISTING, REGISTRATION FOR TRADING AND PROHIBITED TRANSACTIONS

Section 1

LISTING OF SECURITIES OF DOMESTIC ISSUERS ON VIETNAMESE STOCK EXCHANGES

Article 53. Conditions for Listing Securities on the Ho Chi Minh City Stock Exchange

1. Conditions for listing shares:

a) It is a joint-stock company with a subscribed charter capital of at least 120 billion Vietnamese dong at the time of registration for listing, as recorded in the accounting books;

b) Has operated for at least two years in the form of a joint-stock company up to the time of registration for listing (excluding state-owned enterprises undergoing shareholding reform linked to listing); the minimum return on equity (ROE) of the most recent year is 5%, and the business operations of the two consecutive years prior to the year of listing must have been profitable; there are no overdue debts exceeding one year; there is no accumulated loss up to the year of listing; it complies with legal regulations on financial reporting;

c) Discloses all debts owed to the company by members of the Board of Directors, Supervisory Board, General Director (Managing Director), Deputy General Director (Deputy Managing Director), Chief Accountant, major shareholders, and related parties;

d) At least three hundred (300) non-major shareholders hold at least 20% of the voting shares of the company, except in cases where state-owned enterprises are converted into joint-stock companies in accordance with the Prime Minister's regulations;

đ) Shareholders who are individuals or organizations represented by members of the Board of Directors, Supervisory Board, General Director (Managing Director), Deputy General Director (Deputy Managing Director), and Chief Accountant of the company; major shareholders who are related to members of the Board of Directors, Supervisory Board, General Director (Managing Director), Deputy General Director (Deputy Managing Director), and Chief Accountant of the company must commit to holding 100% of their shares for six months from the date of listing and 50% of these shares for the following six months, excluding shares held by the aforementioned individuals on behalf of the state;

e) Possess a valid application for listing shares in accordance with the regulations.

2. Conditions for listing corporate bonds:

a) It is a joint-stock company or limited liability company with a subscribed charter capital of at least 120 billion Vietnamese dong at the time of registration for listing, as recorded in the accounting books;

b) Business operations of the two consecutive years prior to the year of listing must be profitable, there are no overdue debts exceeding one year, and all financial obligations to the state must be fulfilled;

c) There must be at least one hundred (100) people holding bonds from the same issuance;

d) All bonds from the same issuance have the same maturity date;

đ) Possess a valid application for listing corporate bonds in accordance with the regulations.

3. Conditions for listing public fund certificates or shares of publicly traded securities investment companies:

a) It is a closed-end fund with a total face value of issued fund certificates of at least 50 billion Vietnamese dong or a securities investment company with a subscribed charter capital of at least 50 billion Vietnamese dong at the time of registration for listing, as recorded in the accounting books;

b) Members of the management board of the public fund or members of the Board of Directors, Supervisory Board, General Director (Managing Director), Deputy General Director (Deputy Managing Director), Chief Accountant, and major shareholders of the publicly traded securities investment company who are related to members of the Board of Directors, Supervisory Board, General Director (Managing Director), Deputy General Director (Deputy Managing Director), and Chief Accountant (if any) of the securities investment company must commit to holding 100% of their fund certificates or shares for six months from the date of listing and 50% of these fund certificates or shares for the following six months;

c) There must be at least one hundred (100) people holding fund certificates of the public fund or at least one hundred (100) shareholders holding shares of the publicly traded securities investment company, excluding professional investors;

d) Possess a valid application for listing public fund certificates or shares of publicly traded securities investment companies in accordance with the regulations.

4. For the case of registering for listing securities of credit institutions that are joint-stock companies, in addition to the conditions stipulated in Clauses 1 and 2 of this Article, approval from the State Bank of Vietnam is required.

Article 54. Conditions for Listing Securities on the Hanoi Stock Exchange

1. Conditions for Listing Shares

a) Be a joint-stock company with a registered capital contribution at the time of listing registration of VND 30 billion or more according to the value recorded in the accounting books;

b) Have operated for at least one year under the form of a joint-stock company up to the time of listing registration (excluding state-owned enterprises undergoing shareholding reform tied to listing); the return on equity (ROE) of the previous year before the year of listing registration must be at least 5%; have no overdue debts exceeding one year, have no accumulated losses up to the time of listing registration; comply with legal regulations on financial accounting reports;

c) At least 15% of the voting shares of the company must be held by at least 100 shareholders who are not major shareholders, except in cases where state-owned enterprises are converted into joint-stock companies in accordance with the provisions of the Prime Minister;

d) Shareholders who are individuals or organizations that are members of the Board of Directors, Supervisory Board, General Director (CEO), Deputy General Director (Deputy CEO), and Chief Accountant of the company; major shareholders who are related to members of the Board of Directors, Supervisory Board, General Director (CEO), Deputy General Director (Deputy CEO), and Chief Accountant of the company must commit to holding 100% of the shares they own for six months from the date of listing and 50% of these shares for the following six months, excluding shares owned by the State that these individuals represent;

đ) Have a valid application for listing shares in accordance with the regulations;

2. Conditions for listing corporate bonds:

a) Be a joint-stock company or a limited liability company with a registered capital contribution at the time of listing registration of VND 10 billion or more according to the value recorded in the accounting books;

b) The business operations of the previous year before the year of listing registration must be profitable;

c) All bonds issued in the same issuance must have the same maturity date;

d) Have a valid application for listing bonds in accordance with the regulations;

3. Government bonds, government-guaranteed bonds, and local government bonds shall be listed on the stock exchange in accordance with the regulations of the Ministry of Finance;

4. For the case of registering for listing securities of credit institutions that are joint-stock companies, in addition to the conditions stipulated in Clauses 1 and 2 of this Article, approval from the State Bank of Vietnam is required.

Article 55. Listing of Securities of Joint-Stock Companies Formed After Merger and Acquisition Processes and Reorganization of Stock Exchanges

1. The Ministry of Finance shall guide the listing of securities on the stock exchange of joint-stock companies formed after merger and acquisition processes;

2. In cases of reorganizing stock exchanges, the Prime Minister shall stipulate criteria for classifying listing areas based on listing conditions on stock exchanges;

Article 56. Registration for Trading of Public Companies Not Listed (Upcom)

1. Public companies as defined in Article 25 of the Securities Law, which have securities registered for custody at the Securities Depository Center and are not listed on the stock exchange, may register for trading on the market for public companies not listed;

2. Public companies that issue securities to the public without being listed or failing to meet the listing conditions must register for trading of securities on the market of public companies not listed in accordance with Clause 7, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law;

3. The Ministry of Finance shall specify the specific documents and procedures for registering for trading of public companies not listed.

Article 57. Documents for Stock Listing Registration at the Securities Trading Exchange

1. The organization registering for stock listing must submit the stock listing registration documents to the Securities Trading Exchange.

2. The stock listing registration documents for shares include:

a) Share listing registration form;

b) Decision of the most recent Shareholders' Meeting approving the share listing;

c) Shareholder register of the organization applying for listing established within one month prior to the submission of the listing registration documents;

d) Prospectus according to the model prescribed by the Ministry of Finance;

đ) Commitment of shareholders who are members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), Chief Accountant, and commitment of major shareholders related to members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), and Chief Accountant of the company holding 100% of the shares they own for six months from the date of listing and 50% of these shares for the following six months;

e) Listing advisory contract (if applicable);

g) Certificate committing to limit the participation ratio of foreign parties according to the provisions of law regarding special business sectors (if applicable);

h) List of persons related to members of the Board of Directors, Management Board, Supervisory Board, and Chief Accountant;

i) Certificate from the Securities Depository Center confirming that the shares of the organization have been registered and centrally deposited;

k) Approval document of the State Bank for joint-stock credit organizations.

3. The bond listing registration documents include:

a) Bond listing registration form;

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

c) Register of bond holders of the organization applying for listing;

d) Prospectus according to the model prescribed by the Ministry of Finance;

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

e) Guarantee commitment for payment or Minutes determining the value of collateral assets, accompanied by valid documents proving lawful ownership and insurance contracts (if applicable) for such assets in case of listed bonds with collateral. Collateral assets must be registered with the competent authority;

g) Contract between the issuer and the representative of bond holders;

h) Certificate from the Securities Depository Center confirming that the bonds of the organization have been registered and centrally deposited;

i) Approval document of the State Bank for joint-stock credit organizations.

4. The registration listing documents for public fund certificates and shares of public securities investment companies include:

a) Public fund certificate listing registration form or share listing registration form of public securities investment companies;

b) Investor register holding public fund certificates or shareholder register of public securities investment companies;

c) Charter of the public fund or public securities investment company according to the model prescribed by the Ministry of Finance and the Supervision Agreement approved by the Investors' Meeting or Shareholders' Meeting;

d) Prospectus according to the model prescribed by the Ministry of Finance;

đ) List and brief resumes of members of the Fund Management Board; written commitment of independent members of the Fund Management Board regarding their independence from the fund management company and supervising bank;

e) Commitment of members of the Securities Investment Fund Management Board or shareholders who are members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), Chief Accountant, major shareholders related to members of the Board of Directors, Supervisory Board, General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), and Chief Accountant (if applicable) of public securities investment companies regarding holding 100% of the fund certificates or shares they own for six months from the date of listing and 50% of these fund certificates or shares for the following six months;

g) Investment results report of the fund and public securities investment company up to the date of listing registration confirmed by the supervising bank;

h) Certificate from the Securities Depository Center confirming that the fund certificates of the public fund or shares of public securities investment companies have been registered and centrally deposited.

5. After approving the organization's listing registration, the Securities Trading Exchange must submit a copy of the listing registration documents to the Securities Commission.

Article 58. Registration for Listing Procedure

1. Within thirty days from the date of receiving complete and valid documents, the Securities Trading Exchange shall be responsible for approving or rejecting the registration for listing. In case of rejection, the Securities Trading Exchange must respond in writing and clearly state the reasons.

2. The Securities Trading Exchange provides specific guidelines on the registration for listing procedures for securities in the Listing Regulations on the Securities Trading Exchange.

Article 59. Change in Registration for Listing

1. Listed organizations must process the change in registration for listing in the following cases:

a) The listed organization implements stock splits, consolidations, additional issuance of stocks to pay dividends or bonuses or rights issues to existing shareholders to increase the registered capital. In the event of additional issuance of stocks, the listed organization must complete supplementary listing within thirty days after the completion of the offering;

b) The listed organization is split or merged with another entity;

c) Other cases involving changes in the quantity of securities listed on the Securities Trading Exchange.

2. Documents for changing the registration for listing submitted to the Securities Trading Exchange include:

a) A request for changing the registration for listing, specifying the reasons for the change and related documents;

b) The decision approving the change in listing of shares by the Shareholders' Meeting, the change in listing of bonds by the Board of Directors or convertible bonds by the Shareholders' Meeting (for joint-stock companies); the change in listing of bonds by the Management Board (for limited liability companies with two or more members) or the owner of the company (for single-member limited liability companies); the change in listing of investment fund certificates by the Investor Assembly or the change in listing of shares by the Shareholders' Meeting of public securities investment companies.

3. Procedures for implementing changes in registration for listing are carried out according to the provisions of the Listing Regulations of the Securities Trading Exchange.

Article 60. Cancellation of Listing

1. Securities will be delisted when any of the following situations occur:

a) The organization listing securities at the Securities Trading Exchange does not meet the listing conditions stipulated in this Decree, Points a and d Clause 1 Article 53 or Points a and c Clause 1 Article 54 for shares; Points a and c Clause 2 Article 53 or Point a Clause 2 Article 54 for corporate bonds; Points a and c Clause 3 Article 53 for fund certificates within one year;

b) The listed organization ceases or is forced to cease its main business activities for one year or longer;

c) The listed organization has its Business Registration Certificate or Operating License in the specialized field revoked;

d) Shares have no transactions at the Securities Trading Exchange for twelve months;

đ) The production and business results show losses for three consecutive years or cumulative losses exceed the paid-in registered capital in the most recent audited financial report before the review period;

e) The listed organization terminates its existence due to mergers, consolidations, divisions, dissolutions, or bankruptcies; securities investment funds terminate their operations;

g) Bonds reach maturity or listed bonds are fully repurchased by the issuer before maturity;

h) The auditing organization refuses to conduct an audit or gives a disclaimer opinion on the most recent annual financial report of the listed organization;

i) An organization approved for listing does not proceed with the listing procedures at the Securities Trading Exchange within three months from the approval date;

k) The listed organization fails to submit annual financial reports for three consecutive years;

l) The State Securities Commission or the Securities Trading Exchange discovers that the listed organization falsifies listing documents or the listing documents contain serious misleading information affecting investor decisions;

m) The listed organization seriously violates the obligation to disclose information and other cases where the Securities Trading Exchange or the State Securities Commission deems it necessary to delist to protect investors' interests.

2. Securities will be delisted when the listed organization requests cancellation of listing.

a) Conditions for cancellation of listing:

- The listed organization can only cancel the listing of securities if the Shareholders' Meeting resolution, with over 50% of the votes of non-majority shareholders, approves the cancellation of listing;

- The listed organization may not request cancellation of listing within two years from the date of listing shares according to the provisions of Clause 7 Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law.

b) Documents for requesting cancellation of listing include:

- A request for cancellation of listing;

- The decision approving the cancellation of listing of shares by the Shareholders' Meeting, the cancellation of listing of bonds by the Board of Directors or convertible bonds by the Shareholders' Meeting (for joint-stock companies); the cancellation of listing of bonds by the Management Board (for limited liability companies with two or more members) or the owner of the company (for single-member limited liability companies); the cancellation of listing of investment fund certificates by the Investor Assembly or the cancellation of listing of shares by the Shareholders' Meeting of public securities investment companies.

3. Organizations whose securities have been canceled from listing may re-register for listing only after twelve months from the cancellation date if they meet the conditions specified in Article 53 or Article 54 of this Decree. The listing documents and procedures are carried out according to the provisions of Articles 57 and 58 of this Decree.

4. Procedures for cancellation of listing are carried out according to the provisions of the Listing Regulations of the Securities Trading Exchange.

Section 2

LISTING OF SECURITIES ISSUED BY FOREIGN ORGANIZATIONS ON THE VIETNAMESE SECURITIES EXCHANGE

Article 61. Conditions for Listing Securities of Foreign Issuers on Stock Exchanges in Vietnam

1. The securities must be those of foreign issuers that have been publicly offered to the public in Vietnam in accordance with Vietnamese securities laws.

2. The quantity of securities registered for listing corresponds to the quantity of securities permitted to be offered in Vietnam.

3. Meet the listing conditions stipulated in Article 53 or Article 54 of this Decree.

4. Commit to fulfilling all obligations of listed organizations as prescribed by Vietnamese law.

5. Be advised on listing by one (01) securities company established and operating in Vietnam.

6. Comply with Vietnamese laws regarding foreign exchange management.

Article 62. Documents and Procedures for Registration of Listing

1. Documents for Registration of Listing

Foreign issuers registering for listing on Vietnamese stock exchanges must submit listing registration documents as provided in Article 57 of this Decree and other documents as follows:

a) Commitment of the foreign organization to implement the project in Vietnam;

b) Commitment not to transfer capital abroad and not to withdraw corresponding own capital during the duration of the approved project;

c) Commitment to fulfill all obligations of listed organizations as prescribed by Vietnamese law;

d) Listing advisory contract.

2. Procedures for Registration of Listing

a) Within thirty (30) days from the date of receipt of complete and valid documents, the State Securities Commission shall approve or reject the application of foreign issuers to register for listing on Vietnamese stock exchanges. In case of rejection, the State Securities Commission must provide a written response stating the reasons;

b) The stock exchange will guide specific trading procedures in Vietnam after receiving approval from the State Securities Commission.

Article 63. Cancellation of Listing

The securities of foreign issuers in Vietnam will be delisted if any of the circumstances specified in Article 60 of this Decree occur, or if the foreign organization's investment project in Vietnam ceases operations for production and business for one year or more, or if the Investment License is revoked.

Section 3

LISTING OF SECURITIES OF VIETNAMESE ISSUERS ON FOREIGN STOCK EXCHANGES

Article 64. Conditions for Listing on Foreign Stock Exchanges

1. Not belong to the list of industries prohibited for foreign participation under the law and must ensure the proportion of foreign ownership as prescribed by law.

2. The issuer listing underlying securities on foreign stock exchanges must be linked to the issuance of securities abroad.

3. Must have a decision approving the listing on foreign stock exchanges by the Shareholders' Meeting (for joint-stock companies), the Board of Members (for limited liability companies with two or more members), or the Owner of the Company (for limited liability companies with one member).

4. Meet the listing conditions at the stock exchange of the country where the securities market regulatory authority or stock exchange has entered into cooperation agreements with the State Securities Commission or the stock exchange of Vietnam.

5. Comply with Vietnamese regulations on foreign exchange management.

6. If the issuer is a conditional business entity, it must obtain the approval of the specialized state management agency.

7. Approved by the State Securities Commission for the registration documents.

Article 65. Documents for Registration of Approval Procedures of the State Securities Commission

1. The documents to be submitted to the State Securities Commission include:

a) A copy of the listing registration dossier at the foreign stock exchange;

b) The decision of the Shareholders' Meeting on the listing of securities at the foreign stock exchange (for joint-stock companies), the Board of Members (for limited liability companies with two or more members) or the Company Owner (for a single-member limited liability company).

2. Approval Procedures of the State Securities Commission

Within thirty days from the date of receipt of complete and valid documents, the State Securities Commission must respond regarding approval or rejection of the registration for listing abroad of the Vietnamese issuer. In case of rejection of the listing registration, the State Securities Commission must provide a written response stating the reasons.

Article 66. Obligations of Enterprises Listing Securities at Foreign Stock Exchanges

1. Disclosure of Information Regarding Listing at Foreign Stock Exchanges:

a) Within twenty-four hours from the time of officially submitting the listing registration dossier to the foreign stock exchange, the issuer must publicly disclose information about the submission of the listing registration dossier to the competent authority of the host country;

b) Within seventy-two hours from the date of receiving the decision of the competent authority of the host country or the foreign stock exchange regarding approval or disapproval of the listing of securities, the issuer must report to the State Securities Commission about the decision of the competent authority or the foreign stock exchange; simultaneously, publish this decision in the mass media;

c) Within seventy-two hours from the date of cancellation of listing at the foreign stock exchange, the enterprise must submit to the State Securities Commission the decision to cancel the listing and publicize the information on the mass media;

2. Regular Disclosure of Information:

a) Disclosure of information in accordance with the laws of the foreign country and Vietnam. In cases where there are differences in disclosure requirements between foreign laws and Vietnamese laws, such differences must be reported to the State Securities Commission;

Information disclosed to investors and security holders in the foreign market must also be simultaneously disclosed in Vietnamese in Vietnam through the mass media and reported to the State Securities Commission and the domestic stock exchange where the issuer's securities are listed, and vice versa;

b) In cases where simultaneous listings occur on both domestic and foreign stock markets, periodic financial reports must be prepared according to international accounting standards; if required by the Shareholders' Meeting, additional financial reports according to Vietnamese accounting standards must be prepared along with an explanation of the differences between the accounting standards;

3. Ensuring the Proportion of Foreign Investors' Participation as prescribed by Law.

4. Compliance with Vietnam’s foreign exchange management regulations concerning foreign currency transactions related to the listing of securities at foreign stock exchanges.

Article 67. Delisting from Foreign Stock Exchanges to List on Domestic Stock Exchanges

1. An organization listed on a foreign stock exchange that has been delisted due to non-compliance with listing requirements of the host country may apply for supplementary listing on a domestic stock exchange.

2. A listed organization may cancel the entire issuance and listing on a foreign stock exchange to proceed with supplementary listing procedures on a domestic stock exchange.

3. The application for listing on a domestic stock exchange following delisting from a foreign stock exchange shall be carried out in accordance with Vietnamese laws governing securities and the securities market.

Article 68. Reporting and Disclosure of Information Regarding Depositary Receipt Listing on Foreign Stock Exchanges

1. The issuer of underlying securities for the issuance of depositary receipts on a foreign stock exchange must report to the State Securities Commission before registering the listing of depositary receipts on a foreign stock exchange. The report shall include:

a) The decision of the Shareholders' Meeting approving the issuance and listing of depositary receipts on a foreign stock exchange;

b) Documents related to the issuance of underlying securities or the number of outstanding underlying securities for the issuance of depositary receipts;

c) A public announcement of information according to Form No. 09 attached as an appendix to this Decree;

d) A copy of the registration documents for the issuance and listing of depositary receipts on a foreign stock exchange.

2. Upon officially submitting the listing registration documents for depositary receipts to a foreign stock exchange and upon receiving the decision of the competent authority of the host country or the foreign stock exchange regarding approval or disapproval of the listing, the issuer must report and disclose information in accordance with Articles 1 and 2 of Article 66 of this Decree.

Article 69. Obligations of Underlying Security Issuers

1. An organization holding underlying securities for the issuance of depositary receipts must fulfill the obligation to disclose information about the underlying securities held and perform obligations related to the holders of depositary receipts.

2. An organization issuing underlying securities for the issuance of depositary receipts must comply with the obligations stipulated in Article 66 of this Decree.

Section 4

PROHIBITED TRANSACTIONS

Article 70. Prohibited Transactions

1. Insider transactions, including the following acts:

a) Using insider information to buy or sell securities for oneself or others;

b) Inadvertently or intentionally disclosing insider information or advising others to buy or sell securities based on such information.

2. Market manipulation transactions, including the following transactions:

a) Continuously buying or selling securities using one's own account or another person's account or colluding with others to create false supply and demand;

b) One person or a group of people colluding to place buy and sell orders for the same type of security on the same trading day or colluding to trade without actual transfer of ownership among members of the group to create false prices and supply and demand;

c) Continuously buying or selling securities at a controlling volume at the opening or closing of the market to create new closing or opening prices for the security on the market;

d) Engaging in securities transactions through collusion, enticing others to continuously place buy and sell orders affecting large-scale supply and demand and price manipulation;

đ) Directly or indirectly expressing opinions through mass media about a type of security or the issuer of the security to influence its price after having executed transactions and held positions in the security;

e) Using other methods or performing other acts to create false supply and demand and manipulate prices.

3. Other prohibited transactions:

a) Organizations or individuals directly or indirectly committing fraudulent acts, disseminating false information, or failing to disclose necessary information about a security, causing serious misunderstanding, then buying or selling the security to profit;

b) Securities companies changing the priority order of customer orders; taking advantage of access to customer order information before it is entered into the trading system to place orders for themselves or others based on anticipated significant impact on the price of the security to profit directly or indirectly from changes in the security price;

c) Security owners conducting one or more transactions to conceal true ownership of a security to avoid disclosure obligations under the law;

d) Fund management companies colluding with securities companies to conduct excessive transactions with securities in a fund's portfolio managed by the fund management company, causing the securities company to profit from brokerage fees while fund investors suffer losses;

đ) Transactions involving individuals or organizations listed as associated with criminal activities provided by the Ministry of Public Security or other competent authorities.

Chapter VI

SECURITIES BUSINESS ORGANIZATIONS

Article 71. Provisions on Capital and Shareholders, Contributing Members in Securities Business Organizations

1. The minimum capital requirement for securities companies' business operations in Vietnam is:

a) Securities brokerage: twenty-five billion Vietnamese dong;

b) Proprietary trading: one hundred billion Vietnamese dong;

c) Underwriting securities issuance: one hundred sixty-five billion Vietnamese dong;

d) Investment advisory services: ten billion Vietnamese dong.

2. In cases where an organization applies for licenses for multiple business operations, the minimum capital requirement is the total of the respective minimum capital requirements corresponding to each applied-for operation.

3. The minimum capital requirement for fund management companies in Vietnam and foreign fund management company branches in Vietnam is twenty-five billion Vietnamese dong.

4. The contributed capital for establishing securities business organizations and foreign fund management company branches in Vietnam must be in Vietnamese dong.

5. Provisions for individuals participating in the establishment of securities business organizations through capital contribution:

a) They must not fall under the categories prohibited from establishing and managing businesses in Vietnam according to the laws on enterprises and must have sufficient financial capacity to participate in the establishment of securities business organizations;

b) They may only use their own capital and prove sufficient financial capability in accordance with the guidelines of the Ministry of Finance.

6. Provisions for organizations participating in the establishment of securities business organizations through capital contribution:

a) They must have legal personality and not be in the process of merger, consolidation, division, dissolution, bankruptcy, or other situations prohibited from establishing and managing businesses according to the laws on enterprises;

b) They must have been profitable for two consecutive years prior and not have accumulated losses. Additionally:

In the case of commercial banks, insurance enterprises, or securities business organizations, they must not be in a state of operational control, special control, or other warning statuses; and simultaneously meet all conditions for participation in capital contribution and investment as stipulated by specialized laws.

For other economic organizations:

- They must have at least five continuous years of operation before the year of participating in the establishment of securities business organizations through capital contribution;

- After deducting long-term assets, the remaining portion of shareholders' equity must be at least equal to the planned capital contribution;

- Current assets must be at least equal to the planned capital contribution.

c) They may only use shareholders' equity and other lawful sources of capital as prescribed by specialized laws; the most recent audited financial statements must not contain any exceptions.

7. Shareholder structure and contributing members in securities companies:

a) There must be at least two (2) founding shareholders or founding members who are organizations meeting the provisions of Clause 6 of this Article. In the case of a securities company organized as a limited liability company with one member, the owner must be an insurance enterprise or a commercial bank;

b) The shareholding ratio or contribution ratio of founding shareholders or founding members who are organizations must be at least sixty-five percent (65%) of the charter capital, among which insurance enterprises and commercial banks must hold at least thirty percent (30%) of the charter capital;

c) Shareholders or contributing members holding ten percent (10%) or more of the charter capital of a securities company and related parties of such shareholders or contributing members (if any) may not hold more than five percent (5%) of the charter capital of another securities company;

d) A securities company operating in Vietnam may not contribute capital to establish, purchase shares, or contributions in another securities company in Vietnam, except in the following cases:

- Engaging in mergers or consolidations; or

- Purchasing to own or jointly with related parties (if any) owning no more than five percent (5%) of the outstanding shares of a securities company listed on the stock exchange.

8. Shareholder structure and contributing members in fund management companies:

a) There must be at least two (2) founding shareholders or founding members who are organizations meeting the provisions of Clause 6 of this Article. In the case of a fund management company organized as a limited liability company with one member, the owner must be an insurance enterprise, a commercial bank, or a securities company;

b) The shareholding ratio or contribution ratio of founding shareholders or founding members who are organizations must be at least sixty-five percent (65%) of the charter capital, among which insurance enterprises, commercial banks, and securities companies must hold at least thirty percent (30%) of the charter capital;

c) Shareholders or contributing members holding ten percent (10%) or more of the charter capital of a fund management company and related parties of such shareholders or contributing members (if participating) may not hold more than five percent (5%) of the charter capital of another fund management company;

d) A fund management company operating in Vietnam may not contribute capital to establish, purchase shares, or contributions in another fund management company or securities company in Vietnam, except in the following cases:

- Engaging in mergers or consolidations; or

- Purchasing to own or jointly with related parties (if any) owning no more than five percent (5%) of the outstanding shares of a fund management company or securities company listed on the stock exchange.

9. Foreign investors may purchase shares or contributions to own up to forty-nine percent (49%) of the charter capital of operating securities business organizations. Foreign organizations that meet the conditions specified in Points a, b, and d of Clause 10 of this Article may purchase to own one hundred percent (100%) of the charter capital of operating securities business organizations. Foreign organizations that meet the conditions specified in Clause 10 of this Article may establish new wholly foreign-owned securities business organizations operating in Vietnam.

The purchase of shares, contributions, and participation in the establishment of securities business organizations by foreign investors shall be carried out in accordance with the guidelines of the Ministry of Finance.

10. Conditions for foreign organizations participating in the establishment of securities business organizations or purchasing to own one hundred percent (100%) of the capital of securities business organizations:

a) They must be organizations operating in the banking, securities, or insurance sectors and have at least two consecutive years of operation before the year of participating in the establishment or purchasing shares or contributions.

b) Subject to continuous supervision by the specialized regulatory authority abroad in the banking, securities, and insurance sectors, and obtaining written approval from such authority for the establishment of a securities business organization in Vietnam through capital contribution;

c) The specialized regulatory authority abroad in the banking, securities, and insurance sectors and the State Securities Commission have signed bilateral or multilateral agreements on information exchange, management cooperation, inspection, and supervision of securities activities and the securities market;

d) Meeting the relevant provisions set forth in Clause 6 of this Article;

Article 72. Procedures, formalities, and documents for requesting a license for the establishment and operation of a securities business organization;

1. The application dossier for requesting a license for the establishment and operation of a securities business organization includes:

a) Documents as prescribed in Article 63 of the Securities Law;

b) Minutes of meetings accompanied by resolutions of prospective shareholders or members contributing capital or decisions of the owner regarding the establishment of a securities business organization;

c) A principle lease agreement for the main office or a decision allocating premises for the main office by the owner, along with documentation confirming ownership or usage rights of the leased premises or the owner;

d) Financial capability proof documents:

- For individuals: Confirmation from banks regarding the balance of Vietnamese dong and freely convertible foreign currencies, and confirmation from the Securities Depository Center regarding the number of securities held in deposit accounts;

- For organizations: The most recent audited annual financial report and quarterly financial reports up to the latest quarter. If the contributing organization is a parent company, it must also provide consolidated annual financial reports that have been audited according to accounting and auditing laws. For organizations operating in the financial, banking, insurance, and securities sectors, they must also provide monthly reports on financial safety indicators and capital safety indicators as stipulated by specialized laws over the past two years;

đ) A list of prospective members of the Board of Directors, Board of Members, Supervisory Board (if applicable), internal audit department, General Director (Managing Director), Deputy General Director (Deputy Managing Director), and at least five (05) professional staff for the establishment of a fund management company or three (03) professional staff for each business activity requested for licensing for the establishment of a securities company, accompanied by copies of valid identity cards or passports, criminal records, resumes, and copies of relevant professional certificates;

e) A list of shareholders and contributing members, along with the following documents:

- For individuals: Copies of valid identity cards or passports and resumes. In cases where an individual is expected to hold more than 10% of the charter capital, they must additionally submit a criminal record;

- For organizations: Copies of business registration certificates (if available), business registration certificates or equivalent documents, company charters, minutes of meetings and resolutions of the general meeting of shareholders, board of directors, or board of members, or minutes of meetings and resolutions of the chairman of the board of directors, board of members, or decisions of the owner regarding the establishment of a securities business organization through capital contribution, copies of valid identity cards or passports and resumes of authorized representatives, along with authorization letters. In cases where an organization is expected to hold more than 10% of the charter capital, they must additionally submit criminal records of both the authorized representative and the legal representative;

g) Written approval from the competent state management agency for permission to contribute capital for establishment: The State Bank for commercial banks, the Ministry of Finance for insurance enterprises;

h) Other related documents proving that individuals and organizations meet the conditions stipulated in Article 71 of this Decree;

2. In cases where shareholders or contributing members are foreign organizations, documents issued by the competent authority abroad must be legalized within six months prior to the date of submission of the dossier and must be officially translated into Vietnamese by a legally operating translation organization in Vietnam;

3. The dossier as prescribed in Clauses 1 and 2 of this Article shall be established in one (01) original copy accompanied by an electronic file. The original dossier shall be directly submitted to the single-window unit of the State Securities Commission or sent via postal service;

4. Amendments and supplements to the dossier may be made when shareholders or contributing members deem it necessary. The amended and supplemented version must bear the signatures of those who signed the previously submitted dossier to the State Securities Commission. In cases where clarification of issues related to the dossier is required, the State Securities Commission has the right to request the representatives of shareholders or founding members or the person expected to serve as the General Director (Managing Director) to explain either in person or in writing;

5. Within thirty days from the date the State Securities Commission requests in writing, shareholders and founding members establishing a securities business organization must complete the dossier for requesting a license for establishment and operation. After this period, if the dossier is not supplemented and completed fully, the State Securities Commission has the right to refuse issuance of the license for establishment and operation;

6. Within twenty days from the date of receiving a complete and valid dossier as prescribed in Clauses 1, 2, 3, and 5 of this Article, the State Securities Commission will issue a document requesting completion of material conditions and freezing of contributed capital. Shareholders and contributing members can allocate part of their contributed capital for investment in material assets. The remaining contributed capital must be frozen in a commercial bank account designated by the State Securities Commission and released, transferred to the company's account immediately upon issuance of the license for establishment and operation;

7. After a three-month period from the date of receipt of notification from the State Securities Commission as prescribed in Clause 6 of this Article, if shareholders and contributing members fail to complete material assets, freeze sufficient charter capital, and supplement full personnel, the State Securities Commission has the right to refuse issuance of the license.

8. Within seven days from the date of receiving the confirmation letter for capital freeze, the inspection report on physical facilities, and other valid documents, the State Securities Commission shall issue the license for establishment and operation. In case of refusal, the State Securities Commission must provide a written response stating the reasons.

Article 73. Foreign Investment Activities of Vietnamese Securities Trading Organizations

1. A securities trading organization must obtain the approval of the State Securities Commission in accordance with the regulations of the Ministry of Finance when establishing a branch or representative office abroad or investing abroad.

2. After receiving the approval document from the State Securities Commission, the securities trading organization shall establish branches or representative offices abroad and invest abroad in accordance with the laws on investment and foreign exchange management.

Article 74. Conditions for Establishing Branches and Representative Offices of Foreign Securities Trading Organizations in Vietnam

1. A foreign securities trading organization providing fund management services may establish a representative office of a fund management company in Vietnam if it meets the following conditions:

a) It is legally operating and subject to regular supervision by specialized regulatory authorities in the fields of finance, banking, and securities in the country where it is established and operates;

b) It is legally operating in a country where the specialized regulatory authority in that country has signed a bilateral or multilateral agreement with the State Securities Commission regarding information exchange, cooperative management, inspection, and supervision of securities activities and the securities market, or manages funds invested in Vietnam. The remaining period of operation (if any) must be at least one year.

2. A foreign securities trading organization conducting brokerage and underwriting activities may establish a representative office of a securities company in Vietnam if it meets the conditions stipulated in Points a and b of Clause 1 of this Article.

3. A foreign securities trading organization providing fund management services may establish a branch in Vietnam if it complies with the provisions of Article 77 of the Securities Law and the following conditions:

a) It is legally operating and permitted to conduct public fund management activities according to the regulations of its home country and has received written approval from the specialized regulatory authority in its home country to establish a branch operating in Vietnam (if required by foreign law);

b) It is not a shareholder or capital contributor owning more than 5% of the charter capital of a fund management company in Vietnam;

c) The branch of a foreign fund management company may only provide asset management services for funds raised abroad;

d) It complies with the provisions of Point b of Clause 10 of Article 71 of this Decree or has a representative office operating in Vietnam and complies with the provisions of Point b of Clause 1 of this Article;

đ) The procedures, formalities, and documents for issuing a License for Establishment and Operation of a Branch of a Foreign Fund Management Company and the operations of such a branch in Vietnam shall be carried out in accordance with the regulations of the Ministry of Finance.

Article 75. Procedures, formalities, and documents for registering the activities of foreign securities business organizations' representative offices in Vietnam

1. The documents for registering the activities of a foreign securities business organization's (hereinafter referred to as the parent company) representative office in Vietnam include:

a) Documents specified in Clause 2, Article 78 of the Securities Law;

b) Documents confirming that the parent company meets the conditions stipulated in Clauses 1 and 2 of Article 74 of this Decree, the relevant authority’s document from abroad allowing the establishment of a representative office to operate in Vietnam (if required under foreign law), audited annual financial report of the most recent fiscal year or a document confirming tax or financial obligations fulfillment in the most recent fiscal year issued by the competent authority where the parent company was established;

c) Minutes of the board of directors or board of members meeting, or the decision of the General Director (Managing Director) regarding the establishment of a representative office in Vietnam, the appointment decision for the Representative Head in Vietnam, certified true copies of valid passports or identity cards, brief resumes of the Representative Head and staff working at the representative office in Vietnam;

d) A principle agreement on renting the representative office premises accompanied by a document confirming ownership or rental authority of the landlord;

In the case of establishing a representative office of a fund management company, additional documents related to funds being invested in Vietnam (if applicable) shall be included, including:

- Certified true copies of the notarized registration certificate for establishing a fund (if applicable) or a document confirming the completion of fund registration abroad, the Fund Prospectus or equivalent document issued by the regulatory authority (if applicable), the Fund Charter, trust deed or capital contribution agreement or other equivalent documents;

- A document from the custodian bank confirming the scale of the fund's capital in Vietnam;

- Certified true copies of the registration certificate for indirect investment capital account or securities trading code registration certificate for these funds;

2. The documents prescribed in Clause 1 of this Article shall be prepared in two (02) sets, one in Vietnamese and one in the original language, along with an electronic data file. The original set of documents shall be submitted directly to the Single Window Department of the State Securities Commission or sent via postal service. Documents issued by foreign competent authorities must be apostilled no more than six (06) months prior to the date of submission of the documents.

Amendments and supplements to the documents may be made when the foreign securities business organization deems it necessary or upon request by the State Securities Commission. The amended and supplemented documents must bear the signatures of those who signed the documents submitted to the State Securities Commission or individuals holding the same positions as those mentioned above.

4. Within seven (07) days from the date of receipt of a complete and valid set of documents, the State Securities Commission shall issue a registration certificate for the activities of a foreign securities business organization's representative office in Vietnam. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Article 76. Rights and Obligations of Representative Offices, Heads of Representative Offices, and Staff at Foreign Securities Business Organizations' Representative Offices in Vietnam

1. Rights and obligations of representative offices of foreign securities business organizations:

a) Shall be entitled to open a dedicated disbursement account in foreign currency or in Vietnamese dong with a foreign currency base at a commercial bank permitted to operate foreign exchange transactions in Vietnam, and such account shall only be used for the activities of the representative office. The opening, use, and closure of the representative office's account shall be carried out in accordance with relevant laws;

b) Shall be entitled to recruit foreign workers to work at the representative office in accordance with Vietnamese laws. Within fifteen days from the date of recruiting foreign workers to work at the representative office in Vietnam, the parent company must report to the State Securities Commission on the recruitment of foreign personnel along with documents confirming the approval of competent state management agencies;

c) Shall have its own seal in accordance with Vietnamese laws and may only use this seal in transaction documents within the authority and functions of the representative office;

d) Shall only carry out activities as specified in the content and duration of the activities stipulated in the certificate of registration for the representative office's operations; shall not engage in business activities in Vietnam; shall not manage assets, manage investment capital for investors, including the parent company's investment capital in Vietnam, and other securities trading activities in Vietnam;

e) Other rights and obligations as prescribed by law.

2. The Head of the Representative Office and staff at the representative office shall not concurrently hold the following positions:

a) Head of a branch of the parent company, Head of the Representative Office, or staff of the representative office or branch of another foreign organization in Vietnam;

b) Legal representative, Director (General Director), Deputy Director (Deputy General Director), or staff working for a business established under Vietnamese law;

c) Legal representative, member of the board of directors, board of members, Director (General Director), Deputy Director (Deputy General Director) of the parent company, or any other individual working for the parent company who has the authority to represent the parent company in signing economic contracts and property transactions without a written authorization from the parent company;

3. The Head of the Representative Office shall only act on behalf of the parent company to sign contracts related to the parent company’s business and investment activities with Vietnamese economic organizations when authorized in writing by an authorized person of the parent company. The power of attorney must be prepared separately for each signing occasion (individual authorization) and a certified copy of the power of attorney must be submitted to the State Securities Commission within ten days from the date it becomes effective;

Chapter VII

SECURITIES INVESTMENT COMPANY

Article 77. General Provisions on Securities Investment Companies

1. A securities investment company shall issue only one type of share and shall not be obligated to repurchase issued shares except in cases of merger or consolidation of businesses. The rights, obligations, and interests of shareholders and matters related to the general meeting of shareholders shall be implemented in accordance with the provisions of the Law on Enterprises;

2. Publicly traded securities investment companies must entrust their capital to a fund management company for management. Individual securities investment companies may manage their investment capital themselves or entrust their capital to a fund management company for management; In the case where a securities investment company entrusts its capital to a fund management company for management, at least two-thirds (2/3) of the members of the board of directors of the securities investment company must be independent members as stipulated in Clause 1, Article 80 of this Decree;

3. The public offering of shares by publicly traded securities investment companies shall be carried out in accordance with Article 90 of the Securities Law and the regulations of the Ministry of Finance;

4. Individual securities investment companies with a foreign investor ownership ratio exceeding forty-nine percent (49%) of the charter capital must comply with the regulations applicable to foreign investors;

5. The determination of net asset value, reporting system, and information disclosure of securities investment companies shall be carried out in accordance with the regulations of the Ministry of Finance.

PART 1. PUBLICLY TRADED SECURITIES INVESTMENT COMPANIES

Article 78. Documents, Procedures, and Formalities for Registering Public Offering of Shares of Publicly Traded Securities Investment Companies

1. The documents for registering public offering of shares of publicly traded securities investment companies include:

a) A public offering registration form to establish a publicly traded securities investment company, prepared by the fund management company;

b) The charter of the publicly traded securities investment company established in accordance with the guidelines of the Ministry of Finance;

c) A prospectus as prescribed in Article 15 of the Securities Law and the regulations of the Ministry of Finance on the documents for registering public issuance of securities;

d) An agreement on supervision, investment management, and distribution of shares, and underwriting commitment (if applicable);

đ) A list of anticipated members of the board of directors, the legal representative of the publicly traded securities investment company, and the founding shareholders, accompanied by the following documents:

- For individuals: Copies of valid identification cards or passports, criminal records, and resumes;

- For organizations: Copies of business licenses and certificates of business registration (if available), copies of valid identification cards or passports, criminal records, and resumes of authorized representatives, along with authorization letters;

e) Commitments from founding shareholders to purchase at least twenty percent (20%) of the shares offered to the public and hold these shares for a period of three (3) years from the date of issuance of the license for establishment and operation, and commitments regarding independence from the fund management company and the supervisory bank for independent board members;

g) A list of Directors (General Directors), Deputy Directors (Deputy General Directors), and fund managers (if applicable), accompanied by copies of valid identification cards or passports, criminal records, resumes, and copies of professional qualifications for fund management;

2. The documents in Clause 1 of this Article shall be prepared in one (1) original copy and submitted to the State Securities Commission. Founding shareholder documents from foreign entities shall comply with the provisions of Clause 2, Article 72 of this Decree.

3. Within thirty (30) days from the date of receipt of complete and valid documents, the State Securities Commission shall issue a certificate for the public offering of shares. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Article 79. Conditions, Documents, Procedures, and Formalities for Issuing Licenses for Establishment and Operation of Publicly Traded Securities Investment Companies

1. The conditions for issuing licenses for establishment and operation of publicly traded securities investment companies include:

a) Having a minimum paid-in capital of fifty billion (50) billion Vietnamese dong;

b) Having a minimum of one hundred (100) shareholders, excluding professional securities investors;

c) Managed by a fund management company;

d) Assets deposited with a supervisory bank;

đ) At least two-thirds (2/3) of the board of directors' members must be independent from the fund management company and the supervisory bank as stipulated in Clause 1, Article 80 of this Decree.

2. Within ten (10) days from the end of the public offering of shares, the fund management company shall report the results of the offering and submit the application documents for the license for establishment and operation of the publicly traded securities investment company, including:

a) An application for a license for establishment and operation of a publicly traded securities investment company;

b) A summary report on the results of the offering, accompanied by confirmation from the supervisory bank regarding the amount of money received during the offering, the number of shares sold;

c) A list of shareholders specifying the name of the shareholder, identification card or passport number, contact address (for individuals), full name, abbreviated name, business registration certificate number, main office address (for organizations), type of shareholder, securities account number (if applicable), number of shares purchased, ownership ratio, purchase date;

d) A consolidated report on shareholders' opinions on board members and other related matters (if applicable).

3. Within ten (10) days from the date of receipt of complete and valid documents, the State Securities Commission shall issue a license for establishment and operation for the publicly traded securities investment company. This license also serves as a Business Registration Certificate. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

4. Within thirty (30) days from the effective date of the license for establishment and operation of the publicly traded securities investment company, the fund management company must complete the documents and list the shares of the publicly traded securities investment company on the stock exchange.

Article 80. Board of Directors of Public Securities Investment Companies

1. The Board of Directors shall consist of from three (03) to eleven (11) members, at least two-thirds (2/3) of whom must be independent members. Independent members of the Board of Directors must meet the following conditions:

a) Not being the Director (General Director), Deputy Director (Deputy General Director), or a regular employee of the fund management company, supervisory bank, or parent company, affiliated company, or subsidiary of the fund management company or supervisory bank;

b) Not being the father, adoptive father, mother, adoptive mother, spouse, child, adopted child, brother, or sister of the individual specified in Point a Clause 1 of this Article;

c) Meeting the conditions for becoming a member of the Board of Directors as prescribed by laws on enterprises.

2. Rights, obligations, and the appointment, dismissal, removal, and replacement of Board of Directors members shall be carried out in accordance with the company's articles of association, consistent with the provisions of the Enterprise Law and the Securities Law.

Article 81. Restrictions on Activities for Public Securities Investment Companies

1. Prohibited from engaging in business operations, production, and service provision.

2. Prohibited from issuing securities to the public except in cases of initial public offering of shares to establish a company, or issuing shares to existing shareholders to increase the registered capital, or issuing shares for conversion in the case of merger or acquisition.

3. Must comply with the investment restrictions stipulated in Clause 2, Article 97 of the Securities Law. The management of the capital of public securities investment companies shall be conducted by the fund management company and must be supervised by the supervisory bank in accordance with the Securities Law and guidelines issued by the Ministry of Finance.

Article 82. Increase or Decrease in Registered Capital of Public Securities Investment Companies

1. Public securities investment companies may increase or decrease their registered capital according to the plan approved by the most recent Shareholders' Meeting.

a) In the case of decreasing registered capital, the public securities investment company must ensure that the net asset value after the reduction meets the capital requirements as stipulated in Point a, Clause 1, Article 79 of this Decree;

b) In the case of increasing registered capital through the issuance of bonus shares or dividends paid in shares, the company must have sufficient financial resources from surplus capital and post-tax profits.

2. The application documents for increasing or decreasing registered capital include:

a) The company's request for increasing or decreasing registered capital;

b) Minutes and decisions of the Shareholders' Meeting and the Board of Directors regarding the increase or decrease in registered capital, along with the implementation plan;

c) Audited financial statements up to the latest quarter;

d) Draft announcement of issuance accompanied by a list of distribution agents;

đ) Prospectus and company articles of association (if there are changes);

3. Within seven (07) days from the date of receiving complete and valid application documents as stipulated in Clause 2 of this Article, the State Securities Commission shall examine and approve the increase or decrease in registered capital of public securities investment companies. If rejected, the State Securities Commission must provide a written response stating the reasons.

4. Within seven (07) days from the completion of the increase or decrease in registered capital, the public securities investment company shall report to the State Securities Commission on the results of the increase or decrease in registered capital, including:

a) A summary report on the results of the increase or decrease in registered capital, accompanied by a list of new investors (if applicable) as stipulated in Point c, Clause 2, Article 79 of this Decree;

b) Confirmation letter about the additional capital amount frozen at the supervisory bank (in the case of an increase in capital) or a confirmation document from the supervisory bank regarding the company's completion of payment and settlement to shareholders (in the case of a decrease in capital), the number of shareholders, and the number of outstanding shares (after adjustment of capital). This document does not need to be submitted in the case of additional registered capital from post-tax profits.

5. Within seven (07) days from the date of receiving the report as stipulated in Clause 4 of this Article, the State Securities Commission shall adjust the establishment and operation license of the public securities investment company.

Article 83. Merger and Consolidation of Public Securities Investment Companies

1. Public securities investment companies may be merged or consolidated with other public securities investment companies according to the following principles:

a) The merger and consolidation plan and the merger and consolidation contract must be approved by the shareholders' meeting of the related companies. The merger and consolidation plan must clearly state the reasons, implementation methods, expected impacts on shareholders, asset valuation methods, conversion ratios, payment ratios in cash (if applicable), and the principles for transferring assets between public securities investment companies;

b) Legal advisory service fees, administrative costs, and other service costs related to the merger and consolidation shall not be recorded as operating expenses of public securities investment companies or other expenses that shareholders must bear, except where the shareholders' meeting decides otherwise;

c) In cases where share swaps are combined with cash payments, shareholders of the company being merged or consolidated may receive additional cash not exceeding ten percent of the net asset value per share on the merger or consolidation date;

d) If a shareholder of a public securities investment company opposes the merger or consolidation, such shareholder has the right to request the public securities investment company being merged or consolidated to repurchase their shares;

2. The application dossier for the State Securities Commission to issue or adjust the license for establishment and operation for the merged public securities investment company or the receiving public securities investment company in a consolidation includes the following documents:

a) Application for issuance of the license for establishment and operation for the merged public securities investment company or adjustment of the license for establishment and operation for the receiving public securities investment company;

b) Original License for Establishment and Operation of the public securities investment company being merged or consolidated;

c) Decision of the Shareholders' Meeting regarding the merger or consolidation, along with the minutes of the meeting, the merger or consolidation plan, draft merger or consolidation contract, and analysis report on the merger or consolidation;

d) Evaluation report from supervisory banks on the principles for determining net asset value, share swap ratios, cash payment ratios (if applicable), and other relevant contents;

đ) List of shareholders as stipulated in Point c Clause 2 Article 79 and other relevant documents as stipulated in Points c, d, đ, e, g Clause 1 Article 78 of this Decree;

3. Within fifteen days from the date of receipt of a complete and valid dossier as prescribed in Clause 2 of this Article, the State Securities Commission shall issue the license for establishment and operation for the merged public securities investment company, or adjust the license for establishment and operation for the public securities investment company receiving consolidation. The merger or consolidation date is the effective date of the aforementioned licenses. In case of refusal, the State Securities Commission must provide a written response stating the reasons;

4. Within thirty days from the merger or consolidation date, the merged public securities investment company or the receiving public securities investment company must report to the State Securities Commission on the results of the merger or consolidation through the fund management company. The report content includes:

a) Confirmation from supervisory banks on the total asset value, total debt value, net asset value at the merger or consolidation date, actual conversion ratio, cash payment ratio per share (if applicable), number and value of shares repurchased from opposing shareholders;

b) Official document from the competent authority confirming that the related public securities investment companies have returned their seals, registration certificates for seal samples, and business tax registration certificates.

Article 84. Dissolution of Public Securities Investment Companies

1. Circumstances for dissolving public securities investment companies:

a) The investment management contract is terminated or the fund management company is dissolved, bankrupted, or has its establishment and operation license revoked, and the Board of Directors cannot establish a replacement fund management company within 60 days from the date the event occurs;

b) The supervision contract is terminated or the supervisory bank is dissolved, bankrupted, or has its securities depositary activity registration certificate revoked, and the Board of Directors and the fund management company cannot establish a replacement supervisory bank within 60 days from the date the event occurs;

c) The public securities investment company terminates its operating period as recorded in its establishment and operation license without being extended;

d) Pursuant to the decision of the Shareholders' Meeting.

2. Within 30 days from the date the public securities investment company is required to dissolve according to Points a and b Clause 1 of this Article, the Board of Directors of the public securities investment company shall be responsible for convening the Shareholders' Meeting to approve the dissolution decision of the company.

3. The Shareholders' Meeting of the public securities investment company shall designate an auditing organization to re-evaluate assets and oversee the entire asset liquidation process and company dissolution.

4. Trong thời hạn 07 ngày kể từ ngày đại hội đồng cổ đông ra quyết định giải thể công ty, công ty đầu tư chứng khoán đại chúng phải gửi Ủy ban Chứng khoán Nhà nước hồ sơ đề nghị chấp thuận mở thủ tục giải thể công ty như sau:

a) Giấy đề nghị giải thể công ty đầu tư chứng khoán đại chúng;

b) Biên bản họp kèm theo quyết định của Đại hội đồng cổ đông về việc giải thể công ty;

c) Phương án xử lý các nghĩa vụ nợ và tài sản kèm theo danh sách chủ nợ bao gồm tên, địa chỉ của chủ nợ, loại nợ, số nợ của từng chủ nợ, cơ cấu tài sản của công ty và lộ trình bán thanh lý tài sản.

5. Trong thời hạn 15 ngày kể từ ngày nhận được bộ hồ sơ đầy đủ và hợp lệ theo quy định tại Khoản 4 Điều này, Ủy ban Chứng khoán Nhà nước có văn bản chấp thuận việc mở thủ tục thanh lý, giải thể của công ty đầu tư chứng khoán, đại chúng. Trường hợp từ chối, Ủy ban Chứng khoán Nhà nước phải từ chối bằng văn bản và nêu rõ lý do.

6. Trình tự, thủ tục giải thể công ty đầu tư chứng khoán đại chúng thực hiện theo hướng dẫn của Bộ Tài chính.

Điều 85. Thu hồi giấy phép thành lập và hoạt động của công ty đầu tư chứng khoán đại chúng

1. Công ty đầu tư chứng khoán đại chúng bị thu hồi giấy phép thành lập và hoạt động trong các trường hợp sau:

a) Hồ sơ đề nghị cấp giấy phép thành lập và hoạt động có thông tin sai lệch, giả mạo về điều kiện thành lập công ty theo quy định tại Điều 79 Nghị định này;

b) Không triển khai các hoạt động đầu tư chứng khoán trong thời hạn 12 tháng kể từ ngày được cấp giấy phép thành lập và hoạt động;

c) Giải thể, hợp nhất, bị sáp nhập vào công ty đầu tư chứng khoán đại chúng khác.

2. Ủy ban Chứng khoán Nhà nước có trách nhiệm công bố việc thu hồi giấy phép thành lập và hoạt động của công ty đầu tư chứng khoán đại chúng trên trang tin điện tử (website) của Ủy ban Chứng khoán Nhà nước.

3. Ngay sau khi có quyết định thu hồi giấy phép thành lập và hoạt động của Ủy ban Chứng khoán Nhà nước, hội đồng quản trị công ty đầu tư chứng khoán đại chúng, công ty quản lý quỹ và ngân hàng giám sát phải tiến hành thủ tục thanh lý, giải thể theo quy định của pháp luật.

Điều 86. Thay đổi phải được chấp thuận

1. Việc thay đổi tên, thay đổi công ty quản lý quỹ, thay đổi ngân hàng giám sát của công ty đầu tư chứng khoán đại chúng phải được Ủy ban Chứng khoán Nhà nước chấp thuận.

2. Hồ sơ đề nghị chấp thuận cho các thay đổi quy định tại Khoản 1 Điều này bao gồm:

a) Giấy đề nghị chấp thuận thay đổi;

b) Biên bản họp và quyết định của đại hội đồng cổ đông thông qua các thay đổi quy định tại Khoản 1 Điều này;

c) Tài liệu có liên quan theo quy định tại Khoản 1 Điều này. Trường hợp thay đổi công ty quản lý quỹ hoặc thay đổi ngân hàng giám sát, công ty đầu tư chứng khoán đại chúng phải bổ sung cam kết của các tổ chức này về việc bàn giao quyền, nghĩa vụ cho công ty quản lý quỹ, ngân hàng giám sát thay thế.

3. Trong thời hạn 15 ngày kể từ ngày nhận được hồ sơ đầy đủ và hợp lệ theo quy định tại Khoản 2 Điều này, Ủy ban Chứng khoán Nhà nước có văn bản chấp thuận các thay đổi của công ty đầu tư chứng khoán đại chúng. Trường hợp từ chối, Ủy ban Chứng khoán Nhà nước phải trả lời bằng văn bản và nêu rõ lý do.

MỤC 2. CÔNG TY ĐẦU TƯ CHỨNG KHOÁN RIÊNG LẺ

Điều 87. Điều kiện thành lập công ty đầu tư chứng khoán riêng lẻ

1. Điều kiện cấp giấy phép thành lập và hoạt động công ty đầu tư chứng khoán riêng lẻ ủy thác quản lý vốn bao gồm:

a) Đáp ứng quy định tại Điểm a, c, d và đ Khoản 1 Điều 79 Nghị định này;

b) Có tối đa là chín mươi chín (99) cổ đông, không tính nhà đầu tư chứng khoán chuyên nghiệp. Trong đó, mỗi cổ đông là tổ chức phải góp tối thiểu là 03 tỷ đồng Vỉệt Nam và cổ đông cá nhân phải góp tối thiểu 01 tỷ đồng Việt Nam.

2. Điều kiện cấp giấy phép thành lập và hoạt động công ty đầu tư chứng khoán riêng lẻ tự quản lý vốn bao gồm:

a) Đáp ứng quy định tại Điểm a Khoản 1 Điều 79 và Điểm b Khoản 1 Điều này;

b) Tài sản phải được lưu ký tại ngân hàng lưu ký;

c) Cổ đông trong nước của công ty đầu tư chứng khoán riêng lẻ phải là tổ chức tín dụng hoặc tổ chức kinh doanh chứng khoán hoặc doanh nghiệp bảo hiểm hoặc thành viên hội đồng quản trị, Giám đốc (Tổng Giám đốc), Phó Giám đốc (Phó Tổng Giám đốc) của công ty dự kiến thành lập;

d) Giám đốc (Tổng Giám đốc), Phó Giám đốc (Phó Tổng Giám đốc), nhân viên nghiệp vụ phải có tối thiểu 05 năm kinh nghiệm trong hoạt động quản lý tài sản và phân tích đầu tư, có chứng chỉ hành nghề quản lý quỹ hoặc các chứng chỉ quốc tế theo quy định của Bộ Tài chính.

Điều 88. Hồ sơ, trình tự, thủ tục cấp giấy phép thành lập và hoạt động cho công ty đầu tư chứng khoán riêng lẻ

1. Hồ sơ đề nghị cấp giấy phép thành lập và hoạt động công ty đầu tư chứng khoán riêng lẻ bao gồm:

a) Giấy đề nghị cấp giấy phép thành lập và hoạt động kèm theo văn bản ủy quyền cho công ty quản lý quỹ hoặc đại diện cổ đông hoàn tất thủ tục pháp lý thành lập công ty đầu tư chứng khoán riêng lẻ;

b) Xác nhận của ngân hàng về mức vốn góp gửi tại tài khoản phong tỏa mở tại ngân hàng;

c) Biên bản họp kèm theo nghị quyết của các cổ đông về việc thành lập công ty đầu tư chứng khoán riêng lẻ;

d) Dự thảo hợp đồng lưu ký, dự thảo hợp đồng quản lý đầu tư (nếu có);

đ) Điều lệ công ty đầu tư chứng khoán riêng lẻ, Bản cáo bạch;

e) Danh sách cổ đông theo quy định tại Điểm c Khoản 2 Điều 79 Nghị định này kèm theo bản sao giấy chứng minh nhân dân, hộ chiếu còn hiệu lực và sơ yếu lý lịch của cổ đông, người đại diện theo ủy quyền của cổ đông là tổ chức, thành viên hội đồng quản trị, Giám đốc (Tổng Giám đốc), Phó Giám đốc (Phó Tổng Giám đốc) và các tài liệu sau:

Đối với cổ đông là tổ chức: Bản sao hợp lệ giấy phép thành lập và hoạt động, giấy chứng nhận đăng ký kinh doanh (nếu có) hoặc tài liệu tương đương, biên bản họp và quyết định của đại hội đồng cổ đông, hội đồng quản trị hoặc hội đồng thành viên hoặc chủ sở hữu công ty về việc tham gia góp vốn thành lập công ty đầu tư chứng khoán riêng lẻ và cử người đại diện phần vốn góp theo ủy quyền kèm theo văn bản ủy quyền.

Đối với cổ đông nước ngoài: Bổ sung thêm tài liệu xác minh cổ đông nước ngoài có tài khoản vốn đầu tư mở tại ngân hàng thương mại tại Việt Nam và đã đăng ký mã số giao dịch chứng khoán.

Đối với thành viên hội đồng quản trị độc lập: Bản cam kết về sự độc lập theo quy định tại Khoản 1 Điều 80 Nghị định này.

g) Trường hợp là công ty tự quản lý vốn, bổ sung bản sao chứng chỉ hành nghề quản lý quỹ hoặc các chứng chỉ quốc tế của Giám đốc (Tổng Giám đốc), Phó Giám đốc (Phó Tổng Giám đốc) và các nhân viên nghiệp vụ, hợp đồng nguyên tắc thuê trụ sở chính hoặc quyết định giao mặt bằng, trụ sở của chủ sở hữu kèm theo tài liệu xác nhận quyền sở hữu, quyền sử dụng trụ sở của bên cho thuê hoặc chủ sở hữu (nếu có trụ sở).

2. Tài liệu do cơ quan quản lý nhà nước có thẩm quyền ở nước ngoài cấp thực hiện theo quy định tại Khoản 2 Điều 72 Nghị định này.

3. Hồ sơ đăng ký thành lập công ty đầu tư chứng khoán riêng lẻ theo quy định tại Khoản 1, 2 Điều này được lập thành một (01) bộ gốc và gửi đến Ủy ban Chứng khoán Nhà nước.

4. Trong thời hạn 30 ngày kể từ ngày nhận được hồ sơ đầy đủ và hợp lệ theo quy định tại Khoản 1 Điều này, Ủy ban Chứng khoán Nhà nước cấp giấy phép thành lập và hoạt động cho công ty đầu tư chứng khoán riêng lẻ. Trường hợp từ chối, Ủy ban Chứng khoán Nhà nước phải trả lời bằng văn bản và nêu rõ lý do.

5. Công ty quản lý quỹ, đại diện cổ đông công ty phải chịu trách nhiệm về tính đầy đủ, chính xác và hợp lệ của hồ sơ. Trong thời hạn 03 ngày kể từ ngày phát hiện có sai sót hoặc phát sinh sự kiện mới ảnh hưởng đến nội dung trong hồ sơ đã nộp, công ty quản lý quỹ hoặc đại diện cổ đông phải báo cáo Ủy ban Chứng khoán Nhà nước. Văn bản sửa đổi, bổ sung phải có chữ ký của những người đã ký trong hồ sơ hoặc của những người có cùng chức danh với những người nói trên.

6. Ngay sau khi Ủy ban Chứng khoán Nhà nước cấp giấy phép thành lập và hoạt động, công ty đầu tư chứng khoán riêng lẻ được giải tỏa toàn bộ phần vốn góp của cổ đông tại ngân hàng lưu ký để chuyển giao cho công ty quản lý quỹ thực hiện việc quản lý theo hợp đồng quản lý đầu tư. Đồng thời, cổ đông góp vốn bằng tài sản phải thực hiện chuyển quyền sở hữu tài sản góp vốn cho công ty theo quy định của pháp luật doanh nghiệp và hướng dẫn của Bộ Tài chính.

7. Trong thời hạn 10 ngày kể từ ngày được Ủy ban Chứng khoán Nhà nước cấp giấy phép thành lập và hoạt động, công ty đầu tư chứng khoán riêng lẻ phải hoàn tất việc lập sổ đăng ký cổ đông và xác nhận quyền sở hữu cổ phần cho các cổ đông.

Điều 89. Hoạt động của công ty đầu tư chứng khoán riêng lẻ

1. Hoạt động của công ty đầu tư chứng khoán riêng lẻ phải đảm bảo:

a) Tuân thủ quy định tại Khoản 1, 2 Điều 81 Nghị định này;

b) Không được tham gia xây dựng, triển khai và phát triển dự án bất động sản;

c) Được đầu tư không hạn chế vào các loại chứng khoán, các loại bất động sản và tài sản khác đáp ứng các điều kiện để đưa vào kinh doanh theo quy định của pháp luật có liên quan.

2. Bộ Tài chính hướng dẫn việc giải thể, hợp nhất, sáp nhập, việc thay đổi tên, thay đổi ngân hàng lưu ký, thay đổi công ty quản lý quỹ, thay đổi nhân sự quản lý, sửa đổi bổ sung điều lệ công ty, chế độ báo cáo, chi tiết hoạt động đầu tư của công ty đầu tư chứng khoán riêng lẻ.

Chương VIII

QUỸ ĐẦU TƯ BẤT ĐỘNG SẢN

Điều 90. Quy định chung

1. Quỹ đầu tư bất động sản được tổ chức và hoạt động dưới hình thức quỹ đầu tư chứng khoán đại chúng, hoặc công ty đầu tư chứng khoán đại chúng (gọi là công ty đầu tư chứng khoán bất động sản).

2. Quỹ đầu tư bất động sản phải được quản lý bởi một công ty quản lý quỹ. Hoạt động quản lý vốn và tài sản của quỹ đầu tư bất động sản phải được giám sát bởi ngân hàng giám sát.

3. Tài sản của quỹ đầu tư bất động sản phải được lưu ký tại ngân hàng giám sát.

4. Chứng chỉ quỹ đầu tư bất động sản phải niêm yết tại Sở giao dịch chứng khoán.

5. Việc huy động vốn, chào bán chứng chỉ quỹ ra công chúng của quỹ đầu tư bất động sản do công ty quản lý quỹ thực hiện theo quy định tại Điều 90 Luật Chứng khoán, Điều 78 và Điều 79 Nghị định này và phải đăng ký với Ủy ban Chứng khoán Nhà nước.

6. Bộ Tài chính hướng dẫn việc đăng ký thành lập và hoạt động của quỹ đầu tư bất động sản.

Điều 91. Hoạt động đầu tư của quỹ đầu tư bất động sản

1. Quỹ đầu tư bất động sản phải bảo đảm:

a) Tối thiểu 65% giá trị tài sản ròng của quỹ được đầu tư vào các bất động sản theo quy định tại Khoản 2 Điều này. Bất động sản đầu tư phải ở Việt Nam với mục đích cho thuê hoặc để khai thác nhằm mục đích thu lợi tức ổn định;

b) Bất động sản phải được nắm giữ trong thời gian tối thiểu là 02 năm kể từ ngày mua, trừ các trường hợp buộc phải bán tài sản theo yêu cầu của pháp luật hoặc theo quyết định của Đại hội nhà đầu tư hoặc Ban đại diện quỹ phù hợp với thẩm quyền được giao quy định tại Điều lệ quỹ;

c) Loại bất động sản đầu tư phải phù hợp với chính sách và mục tiêu đầu tư quy định tại Điều lệ quỹ và Bản cáo bạch;

d) Quỹ đầu tư bất động sản không được thực hiện các hoạt động xây dựng, triển khai và phát triển dự án bất động sản;

đ) Tối đa 35% giá trị tài sản ròng của quỹ được đầu tư vào tiền và các công cụ tương đương tiền, giấy tờ có giá và công cụ chuyển nhượng theo pháp luật ngân hàng, chứng khoán niêm yết, chứng khoán đăng ký giao dịch, trái phiếu Chính phủ hoặc được Chính phủ bảo lãnh. Việc đầu tư vào các tài sản này phải bảo đảm các giới hạn sau:

- Không được đầu tư quá 5% tổng giá trị tài sản của quỹ vào chứng khoán phát hành bởi cùng một tổ chức;

- Không được đầu tư quá 10% tổng giá trị tài sản của quỹ vào chứng khoán phát hành của một nhóm công ty có quan hệ công ty mẹ, công ty con, công ty liên kết;

- Không được đầu tư vào quá 10% tổng số chứng khoán đang lưu hành của một tổ chức phát hành.

e) Quỹ đầu tư bất động sản không được cho vay hoặc bảo lãnh cho bất kỳ khoản vay nào, tổng các khoản vay không vượt quá 5% giá trị tài sản ròng của quỹ tại thời điểm thực hiện.

2. Quỹ đầu tư bất động sản được đầu tư vào bất động sản đáp ứng các điều kiện sau:

a) Là bất động sản được phép đưa vào kinh doanh theo quy định pháp luật về kinh doanh bất động sản;

b) Là nhà, công trình xây dựng đã hoàn thành theo quy định của pháp luật về xây dựng. Trường hợp bất động sản đang trong quá trình xây dựng, quỹ đầu tư bất động sản chỉ được đầu tư khi bảo đảm đáp ứng các điều kiện sau:

- Đã có hợp đồng giao dịch với các khách hàng tiềm năng, bảo đảm bất động sản có thể bán được hoặc có thể sử dụng, cho thuê ngay sau khi hoàn tất;

- Dự án xây dựng đã được thực hiện đúng tiến độ tính đến thời điểm quỹ tham gia góp vốn;

- Tổng giá trị các dự án bất động sản trong quá trình xây dựng mà quỹ đầu tư không vượt quá 10% tổng giá trị tài sản của quỹ;

- Không phải là đất chưa có công trình xây dựng theo quy định của pháp luật về kinh doanh bất động sản và Luật đất đai.

3. Tỷ lệ đầu tư của quỹ đầu tư bất động sản được phép sai lệch so với các hạn chế đầu tư quy định tại Điểm a, đ và e Khoản 1 Điều này do các nguyên nhân sau:

a) Do biến động giá trên thị trường của tài sản trong danh mục đầu tư của quỹ;

b) Do phải thực hiện các khoản thanh toán hợp pháp của quỹ;

c) Do hoạt động hợp nhất, sáp nhập của các tổ chức phát hành;

d) Do quỹ mới được cấp phép thành lập hoặc tách quỹ, hợp nhất quỹ, sáp nhập quỹ mà thời gian hoạt động dưới 06 tháng kể từ ngày được cấp giấy chứng nhận đăng ký thành lập quỹ.

4. Công ty quản lý quỹ phải công bố thông tin về các sai lệch nêu trên, đồng thời báo cáo Ủy ban Chứng khoán Nhà nước theo hướng dẫn của Bộ Tài chính và phải điều chỉnh lại danh mục đầu tư của quỹ đầu tư bất động sản bảo đảm tuân thủ quy định tại Khoản 1 Điều này trong thời hạn 01 năm kể từ ngày phát sinh sai lệch.

Chương IX

ĐIỀU KHOẢN THI HÀNH

Điều 92. Áp dụng Nghị định đối với tổ chức đăng ký niêm yết trên Sở giao dịch chứng khoán và tổ chức kinh doanh chứng khoán thành lập trước và sau thời điểm Nghị định này có hiệu lực thi hành

1. Tổ chức đã đăng ký niêm yết trên Sở giao dịch chứng khoán trước thời điểm Nghị định này có hiệu lực không đáp ứng điều kiện niêm yết theo quy định của Nghị định này được tiếp tục niêm yết và không phải chuyển đổi Sở giao dịch chứng khoán theo điều kiện niêm yết mới.

2. Tổ chức đăng ký niêm yết trên Sở giao dịch chứng khoán, tổ chức kinh doanh chứng khoán thành lập sau thời điểm Nghị định này có hiệu lực phải thực hiện theo quy định của Nghị định này.

3. Tổ chức kinh doanh chứng khoán thành lập trước thời điểm Nghị định này có hiệu lực không phải thực hiện theo quy định tại Điểm b Khoản 7 và Điểm b Khoản 8 Điều 71 Nghị định này.

Điều 93. Hiệu lực của Nghị định

Nghị định này có hiệu lực thi hành kể từ ngày 15 tháng 9 năm 2012 và thay thế cho các Nghị định số 14/2007/NĐ-CP ngày 19 tháng 01 năm 2007 của Chính phủ quy định chi tiết thi hành một số điều của Luật Chứng khoán, Nghị định số 84/2010/NĐ-CP ngày 02 tháng 8 năm 2010 của Chính phủ sửa đổi, bổ sung một số điều của Nghị định số 14/2007/NĐ-CP ngày 19 tháng 01 năm 2007 của Chính phủ quy định chi tiết thi hành một số điều của Luật Chứng khoán và Nghị định số 01/2010/NĐ-CP ngày 04 tháng 01 năm 2010 của Chính phủ về chào bán cổ phần riêng lẻ. Những quy định trước đây trái với Nghị định này đều bị bãi bỏ.

Điều 94. Tổ chức thực hiện

1. Bộ Tài chính có trách nhiệm hướng dẫn thi hành Nghị định này.

2. Các Bộ trưởng, Thủ trưởng cơ quan ngang Bộ, Thủ trưởng cơ quan thuộc Chính phủ, Chủ tịch Ủy ban nhân dân các tỉnh, thành phố trực thuộc Trung ương chịu trách nhiệm thi hành Nghị định này./.