Decree No. 60/2015/ND-CP amends and supplements certain articles of Decree No. 58/2012/NĐ-CP dated July 20, 2012, of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

DECREE

Amending and supplementing some articles of Decree No. 58/2012/NĐ-CP

dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

The Government promulgates the Decree amending and supplementing some articles of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

The Government promulgates the Decree amending and supplementing some articles of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

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

Based on the Enterprise Law dated November 26, 2014;

On the basis of the Investment Law dated November 26, 2014;

Pursuant to the Securities Law on June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law on November 24, 2010;

At the proposal of the Minister of Finance,

The Government promulgates the Decree amending and supplementing some articles of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

Article 1. Amending and supplementing some articles of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law, as follows:

1. Amending Clause 2, Clause 13 and supplementing Clause 20, 21, 22, 23 and 24 of Article 2 as follows:

“2. Public offering of shares for exchange means the public offering and issuance of additional shares and using those shares to exchange for shares, equity contributions at other enterprises or debts of the issuing organization to creditors.

13. Foreign ownership ratio is the total foreign ownership ratio of shares and equity contributions with voting rights of all foreign investors and economic organizations holding more than 51% of the charter capital in a listed company, securities business organization or investment fund.

20. Upcom trading system is the place organizing the trading of shares of listed companies that have not been listed, and the shares of state-owned enterprises implementing privatization through public offerings of securities.

21. Foreign investors include:

a) Individuals with foreign nationality;

b) Organizations established under foreign laws and conducting investment and business activities in Vietnam.

22. Securities business organizations include securities companies and fund management companies.

23. Guaranteed warrant is a security with collateral issued by a securities company, allowing the holder to purchase (purchase warrant) or sell (sale warrant) the underlying securities from the warrant issuer at a predetermined price, on or before a specified date, or receive the difference between the exercise price and the market price of the underlying securities at the time of exercise.

24. Creditor is the lender or the party entitled to demand an organization or individual to fulfill payment obligations for debt.”

2. Add Article 2a after Article 2 as follows:

"Article 2a. Foreign Ownership Ratio on the Vietnamese Stock Market

1. The foreign ownership ratio in listed companies is as follows:

a) In cases where international treaties to which Vietnam is a member specify foreign ownership ratios, such treaties shall be followed;

b) In cases where listed companies operate in industries or businesses subject to foreign ownership ratios under investment laws or related laws, such laws shall be followed.

For listed companies operating in industries or businesses subject to conditional application for foreign investors without specific regulations on foreign ownership, the maximum foreign ownership ratio is 49%;

c) In cases where listed companies operate in multiple industries or businesses with different foreign ownership ratios, the foreign ownership ratio shall not exceed the lowest ratio among the regulated industries or businesses (in which the company operates), except in cases where international treaties provide otherwise;

d) For listed companies not falling under the cases stipulated in Points a, b, and c of this Clause, the foreign ownership ratio is unlimited, except when the Company Charter provides otherwise.

2. For state-owned enterprises implementing privatization through public offerings of securities, the foreign ownership ratio shall be implemented according to the regulations on privatization. If there are no such regulations, it shall be implemented according to the corresponding provisions of Clause 1 of this Article.

3. Investment by foreign investors in bonds is as follows:

a) Foreign investors may invest without restriction in government bonds, bonds guaranteed by the government, local government bonds, corporate bonds, except where relevant laws or issuers provide otherwise;

b) In cases of issuing convertible bonds, the issuer must ensure that the foreign ownership ratio upon conversion into shares or at the time of purchasing shares complies with the provisions of Clauses 1 and 2 of this Article.

4. Foreign investors may invest without restriction in fund certificates, shares of investment securities companies, non-voting shares of listed companies, derivative securities, depositary receipts, except where the Articles of Association of the issuer provide otherwise. Except for open-ended funds and investment funds with a foreign ownership ratio of 51% or more, they must comply with the conditions and procedures for investment by foreign investors when contributing capital, purchasing securities, or equity contributions of economic organizations.

5. Listed companies and publicly traded companies report the State Securities Commission and disclose information about the foreign ownership ratio on their websites, stock exchanges, and the Vietnam Securities Depository Center.”

3. Amend and supplement Article 4 as follows:

"Article 4. Conditions for Private Placement of Shares by Listed Companies

1. The conditions for private placement of shares by listed companies are as follows:

a) There must be a decision of the General Shareholders' Meeting approving the share issuance plan and its use. This plan must clearly define the purpose, target investors, or selection criteria for target investors, the number of investors, and the expected scale of issuance.

In the following cases, the plan must clearly identify the target investors for approval by the General Shareholders' Meeting and can only be changed after obtaining approval from the General Shareholders' Meeting:

- Issuing to an organization, individual, or a group of organizations and individuals, and related parties of these organizations and individuals, resulting in their ownership exceeding the limit set out in Clause 11 of Article 1 of the Law amending and supplementing certain provisions of the Securities Law.”

- Offering to an organization, individual, or a group of organizations and individuals related to such organizations or individuals more than 10% of the charter capital of the issuing entity in one offering round or within twelve months from the nearest offering round;

b) Compliance with the time limit for transfer restrictions and the interval between offering rounds as prescribed in Clause 6, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law;

c) Fulfillment of other conditions as prescribed by relevant laws in cases where the issuing entity is a business operating in conditional investment and business sectors;

d) The issuing entity shall not be the parent company of the entity being offered shares; or both entities shall not be subsidiaries of the same parent company;

2. Conditions for offering shares individually to swap debts of public companies as follows:

a) There must be a decision of the Shareholders' General Meeting approving the offering plan. The offering plan must clearly state the purpose, the number of shares expected to be offered, the list of creditors, the value of debts to be swapped, and the number of shares expected to be swapped for each creditor, the method of determination and the exchange ratio. The method of determination and the exchange ratio must have the opinion of an independent valuation organization approved or a securities company with appraisal functions and not a related party (hereinafter referred to as an independent valuation organization). In case there are different opinions between the proposed exchange ratio and the reasonable exchange ratio determined by the independent valuation organization, the Board of Directors must issue a statement for the Shareholders' General Meeting to consider and decide;

b) Debts allowed to be swapped must be those presented in the most recent audited financial report or reviewed financial report and approved by the Shareholders' General Meeting;

c) Fulfillment of other conditions as prescribed by relevant laws in cases where the issuing entity or the creditor is a business operating in conditional investment and business sectors;

d) Fulfillment of the conditions stipulated in Point b, Clause 1 of this Article;

đ) The issuing entity shall not be the parent company of the creditor; or both the issuing entity and the creditor shall not be subsidiaries of the same parent company;

3. Conditions for offering shares to swap for shares of a non-public joint-stock company or offering to one or several specific shareholders to swap for shares of another public company or offering shares to swap for equity contribution in a limited liability company as follows:

a) There must be a decision of the Shareholders' General Meeting approving the offering plan. The offering plan must clearly state the purpose, the number of shares expected to be offered, the list of investors, the number of shares expected to be issued for swapping, and the number of shares or equity contributions received for swapping for each investor, the method of determination and the exchange ratio. The method of determination and the exchange ratio must have the opinion of an independent valuation organization. In case there are different opinions between the proposed exchange ratio and the reasonable exchange ratio determined by the independent valuation organization, the Board of Directors must issue a statement for the Shareholders' General Meeting to consider and decide;

If swapping shares of one or several specific shareholders of another public company, it must be approved by the Shareholders' General Meeting of the company whose shares are being swapped if the ownership ratio of the issuing entity at the public company whose shares are being swapped exceeds the open offer purchase ratio as prescribed in Clause 11, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law;

b) Shares or equity contributions to be swapped shall not belong to the cases restricted from transfer at the time of swapping according to the Company Charter of the joint-stock company or limited liability company or relevant laws;

c) Fulfillment of conditions as prescribed by relevant laws in cases where the issuing entity or the company with shares or equity contributions to be swapped is a business operating in conditional investment and business sectors and fulfilling conditions as prescribed by laws on economic concentration when swapping for the purpose of merger or acquisition;

d) Fulfillment of the conditions stipulated in Point b, Clause 1 of this Article;

đ) Financial statements of the company with shares or equity contributions to be swapped must be audited by an approved auditing organization. The audit opinion must be unqualified, without any exception;

e) The issuing entity shall not be the parent company of the company with shares or equity contributions to be swapped; or both entities shall not be subsidiaries of the same parent company;

4. Securities trading organizations conducting individual offerings or individual offerings to swap debts must comply with the provisions of Clause 1 and Clause 2 of this Article. Securities trading organizations may offer shares to swap for shares or equity contributions for the purpose of merger or acquisition with another securities trading organization in the same sector or conduct individual offerings to convert into a joint-stock company according to the guidelines of the Ministry of Finance.";

4. Amending and supplementing Article 5 as follows:

"Article 5. Documents for Individual Share Offerings of Public Companies

1. Documents for individual share offerings of public companies include:

a) Original Registration Certificate for Individual Share Offerings according to Model No. 01 attached to this Decree;

b) Original Minutes or a copy of the Minutes of the Shareholders' General Meeting; Original Decision of the Shareholders' General Meeting and the Board of Directors approving the offering plan and capital usage, accompanied by the offering plan and capital usage, list of investors being offered (if any), and the number of shares expected to be offered to each investor;

c) Documents providing information about the offering round to investors (if any);

d) Copy of documents from the competent authority or equivalent documents proving that the issuing entity complies with the provisions of Point c, Clause 1 of this Article;

đ) Original documents committing the issuing entity and investors being offered to comply with the provisions of Point d, Clause 1 of this Article;

2. Documents for individual share offerings to swap debts include:

a) Documents as prescribed in Points a, b, and c, Clause 1 of this Article;

b) The original audited annual financial report for the most recent year and the audited semi-annual financial report for the most recent period, both prepared by the auditing organization approved by the issuer. In cases where debts are not disclosed in the financial reports, there must be a document from the auditing company confirming the list of creditors and the value of the debts for approval by the Shareholders' Meeting.

c) A copy of the document issued by the competent authority or other valid documents proving that the issuer and the creditor meet the requirements set forth in Point c, Clause 2, Article 4 of this Decree, except when the issuer and the creditor are securities trading organizations.

d) The original written opinion of an independent valuation organization and the explanation by the Board of Directors (if any) regarding the method of determining and the ratio of exchange.

đ) The original commitment of the issuer and the creditor to comply with the provisions set forth in Point đ, Clause 2, Article 4 of this Decree.

3. Documents for the public offering of individual shares to swap for shares of a joint-stock company or equity contribution in a limited liability company.

a) Documents as prescribed in Points a, b, and c, Clause 1 of this Article;

b) The original commitment of the owner of the shares or equity contribution to be swapped or a document confirmed by the legal representative of the company whose shares or equity contribution are being swapped, stating that the investor's shares or equity contribution to be swapped are not subject to transfer restrictions.

In cases where swapping the shares of one or several specific shareholders of another public company leads to the issuer's ownership ratio exceeding the publicly announced purchase limit as stipulated in Clause 11, Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law, the decision approving the swap made by the Shareholders' Meeting of the company whose shares are being swapped must be supplemented. If it involves a concentration activity requiring notification and opinion from the competition management agency, then a document from such agency or the opinion of the authorized body under the competition law must be supplemented.

c) The audited financial statements of the company whose shares or equity contribution are being swapped.

d) A copy of the document issued by the competent authority or other valid documents proving that the issuer and the company whose shares or equity contribution are being swapped meet the requirements set forth in Point c, Clause 3, Article 4 of this Decree.

đ) The original commitment of the issuer and the company whose shares or equity contribution are being swapped to comply with the requirements set forth in Point e, Clause 3, Article 4 of this Decree.

4. Documents for the public offering of individual shares of a securities trading organization that is a joint-stock company include:

a) Documents as prescribed in Clause 1 and Clause 2 of this Article, depending on the purpose of the offering.

b) The original audited financial report for the most recent period and a document proving that the investor has sufficient legitimate capital to increase the registered capital.

5. Amend and supplement Article 6 as follows:

"Article 6. Procedures for the public offering of individual shares by public companies.

1. The issuer submits the registration documents for the public offering of individual shares to the State Securities Commission.

2. In cases where the registration documents for the individual offering are incomplete or invalid, within five days from the date of receipt of the registration documents for the individual share offering, the State Securities Commission must issue a written opinion requesting the issuer to supplement and amend the documents. The time for receiving complete and valid documents is calculated from the date the issuer completes the supplementation and amendment of the documents.

3. Within fifteen days from the date of receipt of complete and valid registration documents, the State Securities Commission notifies the issuer and publishes on its electronic information website confirming the receipt of the issuer's registration documents for the public offering of individual shares.

4. The issuer must open a frozen account and accept raised funds according to Clause 3, Article 21 of the Securities Law, except in cases of offering to swap debts, or to swap for shares or equity contributions in another company.

5. Within ten days from the end of the offering period, the issuer sends the results of the offering period according to Form No. 02 attached to this Decree to the State Securities Commission, accompanied by confirmation from the commercial bank where the frozen account was opened about the amount received from the offering period. For cases specified in Clause 2 and Clause 3 of Article 4 of this Decree, the offering results report must be sent along with a confirmation document from the parties accepting the swapped shares.

6. Amend Clauses 2, 3, 4 and add Clause 5 of Article 7 as follows:

"2. Amend, supplement, and explain documents according to the written request of the State Securities Commission.

3. Implement the offering according to the registered plan and must complete the offering period within ninety days from the date the State Securities Commission issues a notice of receipt of complete registration documents for the public offering of individual shares.

4. The Board of Directors may only change contents related to the criteria for determining or the organization receiving investment capital, or the purpose of using capital, if authorized by the Shareholders' Meeting and in accordance with the company's charter. Within ten days from the date the Board of Directors decides to change these contents, the issuer must report to the State Securities Commission according to Form No. 03 attached to this Decree, while publicly disclosing the changes on the issuer's electronic information website and fulfilling the obligation to disclose information according to securities and stock market laws for public companies. All changes must be reported again at the nearest Shareholders' Meeting.

5. The issuer must publish an audited report on the use of capital at the Shareholders' Meeting or provide a detailed explanation of the use of capital obtained from the offering period in the audited annual financial report. This provision does not apply to cases where a public company offers shares to swap debts or swap shares or equity contributions.

6 ||| 7. Amend and supplement Article 9 as follows:

"Article 9. General provisions on the public offering of securities to the public.

1. Organizations and individuals may only offer securities to the public in the following cases:

a) An enterprise meeting the conditions for offering securities to the public in accordance with Article 12 of the Securities Law and Clause 7 of Article 1 of the Law amending and supplementing certain provisions of the Securities Law, except in cases where state-owned enterprises convert into joint-stock companies and offer their securities to the public in accordance with the laws on equitization and the management and use of state capital invested in enterprises;

b) Offering securities to the public to establish an enterprise in accordance with Article 12, Article 13, Article 14, and Article 79 of this Decree.

2. The registration of offering securities to the public must be carried out by the issuer, except in the following cases:

a) State-owned enterprises, State Corporations, State Joint Stock Companies selling state-held shares to the public in accordance with the laws on the management and use of state capital invested in enterprises and the laws on equitization;

b) Large shareholders offering their shares to the public.

3. In cases where the issuer offers a portion of the total number of shares registered for offering to the public to one or several specific investors (excluding offerings to existing shareholders corresponding to their ownership ratio in the company or offerings to employees), it must ensure that the conditions for offering and the rights and obligations of shareholders are not less favorable than those for existing shareholders, except when the General Shareholders' Meeting has approved otherwise. The General Shareholders' Meeting and the Board of Directors must determine the criteria and list of these investors in accordance with Clause 1 of Article 4 of this Decree. The aforementioned shares offered for sale shall be restricted from transfer for a period of one year from the date of completion of the offering.

4. The proceeds from the offering must be transferred into a frozen account in accordance with Clause 3 of Article 21 of the Securities Law. The issuer may not use the funds in the frozen account in any form until the offering is completed and reported to the State Securities Commission. If the issuer is a commercial bank, it must choose another commercial bank to freeze the proceeds from the offering. The bank opening the frozen account must not be related to the issuer.

5. Within ten days from the end of the offering period, the issuer must report to the State Securities Commission and disclose information about the results of the offering, accompanied by confirmation from the commercial bank where the frozen account was opened regarding the proceeds from the offering.

6. Within three working days from the date of receiving the report on the results of the offering, the State Securities Commission sends a notification confirming the results of the offering to the issuer, the Stock Exchange, and the Vietnam Securities Depository.

7. After receiving the notification confirming the results of the offering from the State Securities Commission, the issuer is required to lift the freeze on the proceeds from the offering and complete the registration, deposit, trading listing, and stock listing procedures in accordance with Clause 1 of Article 56 of this Decree.

The Vietnam Securities Depository is responsible for coordinating with the Stock Exchange to bring the securities registered for centralized deposit into trading on the Upcom trading system. The issuer is responsible for disclosing information within 24 hours about the trading listing on the Upcom trading system immediately after receiving the Stock Exchange's notification about the completion of the trading listing procedures.

8. Report on the use of capital

a) The Board of Directors may only change the purpose of using capital upon authorization by the General Shareholders' Meeting. In cases where the Board of Directors decides to change the purpose of using capital according to the authorization of the General Shareholders' Meeting, within ten days from the date of the decision to change the purpose of using capital, the issuer must report to the State Securities Commission using Form No. 04 attached to this Decree, along with the Board of Directors' decision and relevant documents from the competent authority regarding the change (if any), while also disclosing information about the change. The change in the purpose of using capital must be reported to the nearest General Shareholders' Meeting;

b) In cases where capital is raised to implement investment projects, periodically every six months from the date of completing the offering until the project is completed, or until all the raised funds have been disbursed, the issuer must report to the State Securities Commission using Form No. 05 attached to this Decree and disclose information about the progress of using the proceeds from the offering. The issuer must disclose the audited report on the use of capital at the General Shareholders' Meeting or provide a detailed explanation of the use of the proceeds from the offering in the audited annual financial report."

8. Amend Clause 2 of Article 18 as follows:

“2. Meet the following conditions:

a) Have achieved profitable business results up to the date of registering the offering;

b) Have been operating for at least one year since the date of merger or acquisition, except in the following cases:

- All participating organizations in the merger or acquisition had profitable operations in the year immediately preceding the merger or acquisition, and there were no accumulated losses up to the date of the merger or acquisition; or

- Is an organization formed after the merger or acquisition according to a restructuring plan approved by the Prime Minister.”

9. Amend Point a of Clause 2 of Article 23 as follows:

“a) Have an issuance and swap plan approved by the General Shareholders' Meeting; ensuring compliance with the laws on investment and related laws concerning conditions and foreign investor ownership ratios (if foreign investors are involved);”

10. Add Article 28a after Article 28 as follows:

"Article 28a. Offering and listing fund certificates abroad"

The fund management company may offer for sale, raise capital abroad to establish foreign investment funds, and list fund certificates established in Vietnam abroad. Activities involving raising capital from abroad, offering for sale, and listing fund certificates abroad must be reported to the State Securities Commission and must comply with laws on foreign exchange management and related laws. In the case of listing fund certificates established in Vietnam abroad, it must be approved by the shareholders' meeting of the fund and reported to the State Securities Commission.

11. Amend Point b Clause 1, add Point g Clause 1, amend Clause 2 Article 37 as follows:

“b) Have sufficient capital to repurchase shares from the following sources: Share premium, undistributed post-tax profits, other funds belonging to the owner's equity that can be used to supplement the registered capital in accordance with the law;”

“g) The total number of shares repurchased to become treasury shares, in all repurchase rounds, shall not exceed thirty percent of the outstanding common shares.”

“2. The repurchase of shares is exempted from the provisions of Clause 1 of this Article in the following cases:

a) Repurchasing shares at the request of shareholders as stipulated in Article 129 of the Enterprise Law;

b) Repurchasing shares of employees according to the issuance regulations for employee shares; repurchasing fractional shares according to the share issuance plan to pay dividends, issued from the owner's equity, carried out in accordance with the guidelines of the Ministry of Finance;

c) Securities companies repurchasing their own shares to correct transaction errors in accordance with the regulations of the State Securities Commission.”

12. Amend Point d Clause 1, Clause 2 Article 38 as follows:

“d) Has completed the repurchase of shares within six months from the date of reporting the results of the treasury stock transactions, except for the cases specified in Clause 2 of Article 37 of this Decree; or just ended a share issuance round to increase capital not exceeding six months, counted from the end date of the issuance round.”

“2. Except for the purchase of shares corresponding to the ownership ratio in the company, or the company implementing a public tender offer for issued shares, or purchasing shares according to court decisions, arbitral awards, the company shall not purchase shares of the following shareholders as treasury shares:

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

b) Shareholders holding shares subject to transfer restrictions under the law and the company’s articles of association;

c) Significant shareholders as defined in the Securities Law, except when the issuing organization has registered for trading or listed on the Stock Exchange and the transaction is conducted through matching orders.”

13. Amend Clause 1 and Clause 4 Article 39 as follows:

“1. Public companies may only sell treasury shares after six months from the end date of the most recent repurchase round, except when treasury shares are sold or used as share bonuses for employees or are transactions in the repurchase cases specified in Clause 2 of Article 37 of this Decree. Public companies may write off treasury shares to reduce the registered capital; or sell, use as share bonuses to increase the registered capital; they may not use them as collateral assets, contribution assets, or for swaps.”

“4. In the case of selling treasury shares through a public offering or a private placement, public companies shall implement the regulations on public offerings or private placements of shares.”

14. Add Clause 3 Article 41 as follows:

“3. In the case of participating in public offerings of securities auctions, organizations and individuals are not required to follow the public tender offer regulations when intending to acquire or exceed the ownership ratios of shares specified in Clause 11 of Article 1 of the Securities Law amendment.”

15. Amend Points a, b, and c Clause 3 Article 53 as follows:

“a) Is a closed-end fund, real estate investment fund, exchange-traded fund, or publicly traded securities investment company;

b) Members of the Fund Investment Management Board or members of the Board of Directors, Supervisory Board, General Director or Managing Director, Deputy General Director or Deputy Managing Director, Chief Accountant, significant shareholders are persons who have a relationship with members of the Board of Directors, Supervisory Board, General Director or Managing Director, Deputy General Director or Deputy Managing Director, and Chief Accountant (if any) of the publicly traded securities investment company commit to holding 100% of the fund certificates or shares they own for six months from the listing date and at least 50% of these fund certificates or shares for the next six months;

In the case where a real estate investment fund receives contributions of real estate valued at 30% or more of the number of issued fund certificates, then investors contributing real estate must hold at least 30% of the circulating fund certificates for three years from the time of contributing real estate to the fund and hold at least 15% of the circulating fund certificates for the next three years. If investors contributing real estate hold less than 30% of the issued fund certificates, they must hold 100% of the fund certificates they own for three years from the time of contributing real estate to the fund and hold at least 15% for the next three years. If investors contributing real estate hold less than 15% of the issued fund certificates, they must hold 100% of the fund certificates they own for six years from the time of contributing real estate to the fund;

c) There are at least one hundred holders of fund certificates of a publicly traded fund or at least one hundred shareholders holding shares of a publicly traded securities investment company, excluding professional securities investors. This provision does not apply to exchange-traded funds;”

16. Amend and supplement Article 55 as follows:

“Article 55. Listing shares of merged companies, acquired companies, organizations issuing shares to swap shares, equity interests of other enterprises, guaranteed warrants, and in the case of restructuring stock exchanges

1. The Ministry of Finance shall guide the listing and relisting of securities on the Stock Exchange of the following organizations:

a) Organizations formed after the merger and acquisition process of enterprises;

b) A listed company implements the issuance of shares to swap for shares or equity contributions in a target company, leading to an increase of more than 50% in the registered capital (before issuance).

c) Guaranteed warrants issued by securities companies.

2. In the case of restructuring stock exchanges, the listing conditions shall be applied according to Article 53 and Article 54 of this Decree. The classification of listing areas at the stock exchange shall be carried out according to the decision of the Prime Minister.

17. Amend and supplement Article 56 as follows:

Article 56. Registration for trading on the Upcom system, listing

1. Except for listed shares, shares that have been publicly offered must be registered for centralized custody at the Vietnam Securities Depository and registered for trading on the Upcom system, listed on the stock exchange according to the following principles:

a) Within a maximum period of 90 days from the end date of the public offering of shares to equitize state-owned enterprises as prescribed by laws on equitization, and within a maximum period of 30 days from the end date of the public offering of securities of other enterprises as prescribed by laws on securities, the issuer must complete all procedures to re-register the enterprise (if necessary), register for share custody at the Vietnam Securities Depository, and register for trading on the Upcom system;

b) In the case where a state-owned enterprise equitizes through a public offering of shares as stipulated in Article 22 of this Decree and meets the listing conditions prescribed in Article 53 or Article 54 of this Decree, the enterprise must submit the listing application immediately after the end of the offering and report the results of the offering to the State Securities Commission.

2. The Ministry of Finance shall specify the detailed procedures for registering for trading on the Upcom system; listing and supplementary registration for trading.

18. Amend Point b Clause 2, Point g Clause 4 Article 57 as follows:

"b) The original Decision of the Shareholders' Meeting approving the listing of shares or the approval decision of the competent state agency regarding the Privatization Project (in the case of listing shares of state-owned enterprises undergoing privatization);"

"g) The original Investment Portfolio Report of the fund or securities investment company at the time of listing, confirmed by the supervisory bank. In the case of listing exchangeable fund certificates, the contract using the index and contracts with fund members shall be supplemented."

19. Amend Point b Clause 2 Article 59 as follows:

"b) A copy of the Certificate of Registration for the Public Offering of Securities or other documents issued by the State Securities Commission in the case of additional share issuance."

20. Amend Point e Clause 1, Point a Clause 2, Clause 4 Article 60 as follows:

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

e) The listed entity ceases to exist or fails to meet the listing conditions due to merger, consolidation, division, spin-off, dissolution, or bankruptcy, or due to the issuer's public offering or issuance of more than 50% of the circulating shares to swap for shares or equity contributions in another enterprise; the securities investment fund ceases operations; the listed entity does not meet the condition of being a public company;"

"2. Securities will be delisted when the listed entity requests delisting and meets the following full conditions:

a) Conditions for delisting:

- The delisting decision must be approved by the Shareholders' Meeting in accordance with corporate law regulations, and must be passed by at least 51% of the votes of non-majority shareholders;

- Delisting can only be implemented at least two years after the listing on the stock exchange;"

"4. Shares of a company that has been delisted but still meets the condition of being a public company must register for trading on the Upcom system immediately after delisting. The procedures for delisting shares and registering for trading on the Upcom system; delisting of fund certificates and securities company shares shall be carried out in accordance with the guidelines of the Ministry of Finance."

21. Amend Clause 9, add Clauses 11, 12, 13 Article 71 as follows:

"9. Foreign investors may establish, purchase shares, or equity contributions to hold unlimited registered capital of securities business organizations according to the following principles:

a) Foreign investors who are organizations meeting the conditions stipulated in Clause 10 of this Article may purchase up to 100% of the registered capital of securities business organizations; they may establish wholly foreign-owned securities business organizations;

In the case where foreign investors are organizations not meeting the conditions stipulated in Clause 10 of this Article or are individuals, they may only hold less than 51% of the registered capital of securities business organizations;

b) Comply with the provisions of Point c Clause 7 (for securities companies), Point c Clause 8 of this Article (for fund management companies)."

"11. Securities business organizations may issue shares to increase capital from surplus capital resulting from price differences between par value and selling prices in public offerings or issuances, or from price differences between selling prices and purchase costs of treasury shares; or from retained earnings and other legitimate sources of equity capital.

a) In the case of issuing shares to increase capital from surplus capital resulting from price differences between par value and selling prices in public offerings or issuances, the company may only implement this after one year from the end date of the most recent public offering or issuance. In the case of issuing from surplus capital resulting from price differences between selling prices and purchase costs of treasury shares, it may only be implemented after all treasury shares have been sold;

b) In the case of issuing shares to increase capital from retained earnings and other legitimate sources of equity capital, the company may only implement this when there is no accumulated loss and sufficient funds are guaranteed after fully setting aside investment reserves, doubtful receivables reserves, and other reserves as prescribed.

12. Securities companies meeting the following conditions may offer guaranteed warrants:

a) Not having accumulated losses, having a registered capital and net worth of at least 10,000 billion VND according to the audited annual financial report of the most recent year and the audited interim financial report of the most recent half-year;

b) Having been fully licensed for all securities business operations;

c) Depositing collateral securities or money to guarantee payment for the issuance period at a depositary bank that is not related;

d) Not being placed under warning, suspension, cessation of operations, or undergoing merger, consolidation, dissolution, or bankruptcy proceedings;

đ) The most recent annual financial report has been audited by an approved auditing company without any exceptions;

13. The issuance of guaranteed warrant certificates must be approved by the State Securities Commission before implementation. The documentation, procedures, and requirements for issuing guaranteed warrant certificates; the margin amount, type of underlying securities, liquidity criteria, market capitalization, free float ratio of underlying securities, scale of issuance periods, and financial indicators of the issuer of underlying securities shall be carried out in accordance with the guidelines of the Ministry of Finance.

22. Supplement Article 90a following Article 90 as follows:

"Article 90a. Contributing real estate as capital to real estate investment funds

1. Investors may contribute real estate meeting the following conditions to establish a real estate investment fund or increase the registered capital of a real estate investment fund:

a) Real estate complying with the fund's charter, consistent with the investment objectives and investment policies of the fund;

b) Real estate legally owned by the investor, not subject to restrictions on transferring ownership or usage rights of the real estate intended to be contributed to the fund; not being collateral assets currently pledged, mortgaged, deposited, or in other asset collateral transactions as stipulated by civil law, and meeting the provisions of Clause 2, Article 91 of this Decree;

2. The registration documents for public offering of fund certificates when there is an investor contributing real estate as capital include the following:

a) Original Registration Certificate for Public Offering of Fund Certificates;

b) Fund Charter;

c) Original Prospectus and Summary Prospectus;

d) Principle agreements on custody and supervision services with a supervisory bank; principle agreements on valuation services with a valuation organization (if applicable); management contracts for real estate with a real estate management organization; principle agreements on distribution of fund certificates between the fund management company and distributors;

đ) Original List of investors contributing real estate as capital and founding members of the fund (if any), accompanied by the agreement on contributing real estate to establish a real estate investment fund, including the agreed value of contributed assets and the following documents:

- Certified copies of establishment decisions, business registration certificates, or equivalent documents of organizational investors; valid copies of identity cards or citizen identification cards of individual investors;

- Original Minutes of Meetings, Shareholders' Meeting Resolutions, Board of Directors or Management Board Resolutions, or decisions of the owner of the contributing organizations in compliance with the company charter regarding the contribution of assets to the real estate investment fund, commitment to comply with the conditions restricting the transfer of fund certificates;

- Certified copies of documents proving ownership and usage rights of the contributed real estate in accordance with laws on real estate business, housing laws, and land laws;

e) Original Audited Annual Financial Report by an independent auditing organization or reports from the real estate management organization on the operation status of the contributed real estate in the most recent year, confirmed by an independent auditing organization, and quarterly reports;

g) Original Appraisal Certificates of two (02) independent appraisal organizations;

h) Staff records of the real estate investment fund management department in accordance with the guidelines of the Ministry of Finance;

k) Issuance Guarantee Commitment (if any);

3. The issuance documents for increasing capital through the sale of fund certificates for investors contributing real estate as capital include the following:

a) Documents as prescribed in Points a, b, c, đ, e, and g of Clause 2 of this Article;

b) Original Minutes of Meetings and Resolutions of the Investor Assembly approving the additional issuance of fund certificates to increase capital for the fund, approving the issuance plan and use of capital. Minutes of Meetings and Resolutions of the Fund Management Board approving contents such as: Issuance documents, issuance time, issuance price, criteria for determining and investors to be offered in case the number of subscription rights is not fully distributed;

c) Original Most Recent Audited Financial Report prior to the proposed issuance of fund certificates by an approved auditing organization;

d) Original Valuation Report, Revaluation Report, Appraisal Certificates of existing real estate of the fund, report on net asset value confirmed by the supervisory bank at the time of submission;

4. The valuation of real estate contributed to a real estate investment fund must be conducted by two independent appraisal organizations in accordance with laws on appraisal, laws on real estate business, and relevant laws. The valuation must be completed within six (06) months from the date of submitting the issuance documents. In the case of establishing a fund, the value of contributed assets must be agreed upon by all investors contributing real estate as capital and founding members (if any) of the fund. In the case of increasing the registered capital of the fund, the value of contributed assets must be approved by the Investor Assembly of the fund.

If the real estate contributed to the fund is appraised higher than its actual value at the time of contribution, the investors contributing real estate as capital must jointly contribute the difference between the appraised value and the actual value of the contributed real estate at the end of the valuation period; simultaneously, they are jointly responsible for any damage caused by intentionally overvaluing the contributed real estate.

5. The transfer of ownership rights and usage rights of immovable property from investors to the fund shall be carried out in accordance with the provisions of the Enterprise Law and related laws.

23. Amend and supplement Point a and Point d of Clause 1 of Article 91 as follows:

"Article 91. Investment activities of real estate investment funds

1. Real estate investment funds must ensure:

a) At least 65% of the net asset value of the fund is invested in real estate in Vietnam for leasing purposes or exploitation to generate stable income and comply with the provisions of Clause 2 of this Article, shares of issuers that are real estate businesses with revenue or income from ownership, leasing, and trading of real estate reaching at least 65% of total revenue or income (hereinafter referred to as real estate companies);

d) A maximum of 35% of the net asset value of the fund may be invested in cash and equivalent cash instruments, securities, and transferable instruments under banking law, government bonds or guaranteed by the Government, listed or over-the-counter securities, excluding investments in shares of real estate companies. Investments in these assets must comply with the following limits:

- Not more than 5% of the total asset value of the fund may be invested in securities issued by the same organization, except for government bonds;

- Not more than 10% of the total asset value of the fund may be invested in securities issued by a group of companies with parent-subsidiary or affiliated company relationships;

- Not more than 10% of the total number of circulating securities of an issuer may be invested;"

24. Repeal Article 3, Article 8, Clause 1 and Clause 4 of Article 23, Point i of Clause 1 of Article 60, Point b of Clause 10 of Article 71, and Clause 4 of Article 77.

Article 2. Implementation clause

1. This Decree takes effect from September 1, 2015.

2. Repeal Decision No. 55/2009/QD-TTg dated April 15, 2009 of the Government Chairman on the proportion of foreign investor participation in the Vietnamese securities market.

Article 3. Implementation Organization

1. The Ministry of Finance shall be responsible for guiding the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial and centrally governed city People's Committees are responsible for implementing this Decree./.