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CIRCULAR

PROVIDING GUIDANCE ON REGISTRATION OF SECURITIES TRADING OF UNLISTED PUBLIC COMPANIES

Pursuant to the Law on Securities dated June 29, 2006;

Pursuant to the Law amending and supplementing a number of articles of the Law on Securities dated November 24, 2010;

Pursuant to the Government's Decree No. 58/2012 / ND-CP dated July 20, 2012 providing instructions on the implementation of a number of articles of the Law on Securities and the Law amending and supplementing a number of articles of the Law on Securities ;

Pursuant to the Government's Decree No. 215/2013 / ND-CP dated July 23, 2013 defining the functions, tasks, entitlements and organizational structure of the Ministry of Finance ;

Pursuant to the Prime Minister’s Decision No. 51/2014 / QD-TTg dated September 15, 2014 defining a number of contents on capital withdrawal, share sale, trading and listing registration on securities market of state-owned businesses ;

At the request of the Chairman of the State Securities Commission;

The Minister of Finance promulgates the Circular providing guidance on registration of securities trading of unlisted public companies.

Article 1. Scope of regulation

This Circular provides guidance on entities, documents and procedures for registration of the securities trading of unlisted and delisted public companies at the Stock Exchange (hereinafter referred to as SE).

Article 2. Interpretation of terms

1. Securities trading market of unlisted public companies  ( hereinafter referred to as Upcom) is securities trading market of unlisted and delisted public companies which are still public companies

2. Registration of trading means putting stock of a public company into trading in the Upcom market .

3. Securities registered for trading are securities approved for trading registration of public companies

4. Organizations registering for trading are public companies having securities registered  trading

Article 3. Entities of trading registration

1. Public companies under the provisions of Article 25 of the Law on Securities having securities which are depository registered  in Vietnam Securities Depository (hereinafter referred to as VSD) and unlisted or delisted shall be eligible for registering trading in the Upcom market.

2. Public companies which have made public securities offering since the Law amending and supplementing a number of articles of the Law on Securities takes effect (01/7/2011) but are unlisted or do not fully meet the listing requirements must register for trading in the Upcom market within one (01) year from the end of the offering approved by Shareholder general assembly  .

3. Listed companies which have made public securities offering offer since the Law amending and supplementing a number of articles of the Law on Securities takes effect (01/7/2011), still are public companies after delisting must register for trading within thirty (30) days from the date of delisting.

4. Public companies formed from 100%-state-owned enterprises from November 01,2014 must register public with the State Securities Commission (hereinafter referred to as SSC), register depository at VSD and register trading within ninety (90) days from the date of issuance of the Certificate of Enterprise registration under the provisions of the Prime Minister’s Decision 51/2014 / QD-TTg dated September 15, 2014 defining a number of contents on capital withdrawal, share sale, trading and listing registration on securities market of state-owned businesses.

5. For public companies formed from 100%-state-owned enterprises prior to November 01,2014 but unlisted, the representatives of state capital owners shall direct the representatives to coordinate, expedite enterprises in completing the public company ,  securities depository registration and trading registration within one (01) year from November 1, 2014 under the provisions of  the Prime Minister's Decision 51/2014 / QD-TTg dated September 15, 2014 defining a number of contents on  capital withdrawal, share sale, trading and listing registration on securities market of state-owned businesses.

Article 4. Application and procedures for trading registration

1. For unlisted public companies

a) Application for trading registration submitted in Hanoi SE shall include:

- A written form of trading registration in Hanoi SE (in the form provided in Appendix I);

- A factsheet (in the form No. 08 in Appendix enclosed herewith the Government's Decree 58/2012 / ND-CP providing instructions on the implementation of a number of articles of the Law on Securities and the Law amending and supplementing a number of articles of the Law on Securities ;

- A copy of Certificate of Securities Registration granted by VSD

b) Hanoi SE shall grant the approval Decision for the transaction registration within five (05) working days from the date of receipt of a complete and satisfactory application. If the application is rejected, Hanoi SE must make a reply in writing, state clearly the reasons.

2. For delisted public companies

a) Application for trading registration submitted in Hanoi SE shall include:

- A written form of trading registration in Hanoi SE (in the form provided in Appendix I);

- A prospectus of application of listing registration approved by Ho Chi Minh City SE and a copy of delisting decision (If delisting is in Ho Chi Minh City SE).

b) Hanoi SE shall grant the approval Decision for the trading registration within three (03) working days from the date of receipt of a complete and satisfactory application.

3. Hanoi SC shall be responsible for issuing specific regulations on trading registration after being approved by the SSC.

Article 5. Change of trading registration

1. Cases of change of trading registration

a) An organization registering for trading splitting, consolidating stock, issuing additional stock for dividend payment or bonus stock or offering the right to buy shares rights to existing shareholders to increase its charter capital;

b) A divided or acquired organization registering for trading ;

2. Application and procedures for change of trading registration

a) Within five (05) working days from the day of being granted the Certificate of adjusted Securities by VSD, ORGANIZATIONS registering for trading shall submit the application of change of trading registration to Hanoi SE .

b) Application of change of trading registration shall include: - A written form of change of trading registration (in the form provided in Appendix I);

- A copy of adjusted Certificate of Securities Registration granted  by VSD

c) Other documents related to change of quantity of trading registered securities

d) Hanoi SE shall grant the approval Decision for the transaction registration change within five (05) working days from the date of receipt of a complete and satisfactory application. If the application is rejected, Hanoi SE must make a reply to public companies in writing and clearly state the reasons

3. Hanoi SC shall be responsible for issuing specific regulations on transactions registration change after being approved by the SSC.

Article 6. Cancellation of trading registration

Securities shall be cancelled the trading registration in the following cases:

1. An organization registering for trading no longer qualify as a public company under the notice of public company cancellation of the SSC

2. An organization registering for trading terminates its existence by being required, consolidated, divided, dissolved or bankrupted;

3. An organization registering for trading is revoked its certificate of enterprise registration or Establishment and Operation License in specialized fields.

4. An organization registering for trading is approved for listing on the SE.

5. Other cases that Hanoi SE deems necessary to protect the interests of investors after being approved by the SSC

Article 7. Trading organizations

1. Hanoi SE shall organize and manage Upcom market according to regulations approved by the SSC.

2. VSD shall offset and settle securities transactions of unlisted and delisted public companies in accordance with the law and based on the results of the transaction provided by the Hanoi SE.

3. SE, VSD, public companies, securities companies and other organizations and individuals involved must fulfill the obligations on information disclosure on the securities market in accordance with the law.

Article 8. Implementation

1. This Circular takes effect from March 1, 2015.

2. The Minister of Finance’s Decision No. 108/2008 / QD-BTC dated November 20, 2008 promulgating the Regulation on organization and management of  securities trading of unlisted public companies at Hanoi SE ; Circular No. 128/2009 / TT-BTC dated June 23, 2009 and the Minister of Finance’s Circular No. 95/2010 / TT-BTC dated June 30, 2010 on amending and supplementing Regulation on organization and management of securities trading of unlisted public companies at Hanoi SE enclosed herewith the Minister of Finance’s Decision No. 108/2008 / QD-BTC dated November 20, 2008 shall be annulled.

3. SSC, SE, VSD, public companies, securities companies and other organizations and individuals involved must be responsible for implementation of this Circular.