Circular No. 86/2003/TT-BTC guides the model of share certificates and shareholder registration books in joint-stock companies.

CIRCULAR

Guidelines for Share Certificates and Shareholder Register Books in Joint Stock Companies

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Implementing the Enterprise Law and Decree No. 64/2002/NĐ-CP dated June 19, 2002 on converting state-owned enterprises into joint stock companies, the Ministry of Finance provides guidelines for share certificates in joint stock companies as follows:

I. GENERAL PROVISIONS

1These guidelines apply to joint stock companies operating under the Enterprise Law, including those converted from state-owned enterprises and newly established joint stock companies.

2. Shares of a joint stock company are certificates issued by the joint stock company or recorded in the books to confirm ownership of one or more shares held by shareholders who have contributed capital to the company.

3The par value of shares is the nominal value of the number of shares recorded on the share certificate. The value of each share recorded on the share certificate is determined according to the provisions of the law on joint stock companies, the Company Charter, and the regulations of the State concerning joint stock companies participating in listing on the securities market. For shares of joint stock companies converted from state-owned enterprises and not yet listed on the securities market, the unified value nationwide is 100,000 VND (One hundred thousand dong).

4A joint stock company may only issue a number of shares with a total par value equal to the total registered capital of the company, and is responsible for designing and printing (or hiring printing) its own shares according to the provisions set out in Section II below.

II. SPECIFIC PROVISIONS

1Form of shares: Share certificates of joint stock companies can be named or unnamed and printed in the form of Share Certificates or Shareholder Register Books according to the model attached to this Circular.

2Types of shares:

a. Depending on the type of shares recorded on the share certificate, there are two types of shares:

- Freely transferable shares: used for ordinary shares, except for ordinary shares of founding shareholders within the first three years from the date of issuance of the business registration certificate.

- Transferable shares with conditions: used for ordinary shares of founding shareholders within the first three years from the date of issuance of the business registration certificate; preferential shares such as voting preference shares; redeemable preference shares; dividend preference shares; shares purchased by employees at a preferential price and paid over time as stipulated in Point 1 and 2, Article 27 of Decree No. 64/2002/NĐ-CP dated June 19, 2002 of the Government on converting state-owned enterprises into joint stock companies; other types of preferential shares as provided for in the Company Charter and relevant laws.

b. The color of the share certificate is chosen by the company to distinguish between different types of shares and is specified in the Company Charter.

3Contents recorded on the share certificate:

The contents recorded on the share certificate must include the following main items:

- Name and headquarters of the company;

- Number and date of issuance of the business registration certificate;

- Quantity and type of shares;

- Par value of each share and total par value of the shares recorded on the share certificate;

- Name of shareholder for named shares;

- Summary of share transfer procedures;

- Sample signature of the legal representative and stamp of the company;

- Registration number in the company's shareholder register book and date of issuance of the share certificate;

- For preferential shares, additional information must be included: form of preference, transfer conditions.

- For foreign investor shares, the contents recorded on the share certificate must be fully reflected in both Vietnamese and English.

4Guidance on recording main contents on the share certificate:

- Company name: Record the name registered according to the business registration certificate.

- Company headquarters: Record the address where the company's main office is located.

- Shareholder name:

+ For state-owned shares in joint stock companies, record the name of the state capital representative agency as prescribed by law.

+ For corporate shares, record the name of the enterprise or organization that has contributed capital.

+ For individual shares, record the name of the capital contributor.

- Form of preference: Clearly record the forms of preference as stipulated in Articles 55, 56, 57, and 59 of the Enterprise Law and Points 1 and 2, Article 27 of Decree No. 64/2002/NĐ-CP dated June 19, 2002 of the Government on converting state-owned enterprises into joint stock companies. Specifically, for dividend preference shares, clearly record the dividend rate as stipulated in Article 56 of the Enterprise Law.

- Transfer conditions: Depending on the form of preference, clearly record the conditions for transferring shares. These items will be recorded on the share certificate by the enterprise and also recorded in the Shareholder Register Book as stipulated in Article 60 of the Enterprise Law.

- Date of issuance of the share certificate: The issuance date recorded on the share certificate is the date when the joint stock company issues the share certificate to shareholders signed by the legal representative of the company and stamped.

5Share certificates printed and distributed by the State Treasury for joint stock companies or printed by joint stock companies themselves according to the provisions of the Enterprise Law before this Circular takes effect still retain their validity.

III. IMPLEMENTATION

This Circular takes effect fifteen days after its publication in the Official Gazette.

Any guiding documents on share certificate models for joint stock companies that conflict with this Circular are abolished.

In the course of implementation, if there are any difficulties, please report to the Ministry of Finance for study and resolution./.