Thông tư 162/2015/TT-BTC chào bán chứng khoán ra công chúng phát hành thêm cổ phiếu mua lại cổ phiếu

CIRCULAR

GUIDELINES ON PUBLIC OFFERING, STOCK SWAP, ISSUANCE OF ADDITIONAL STOCKS, REPURCHASE OF STOCKS, SALE OF TREASURY STOCKS AND TENDER OFFER

Pursuant to the Law on Securities dated 29 June 2006;

Pursuant to the Law on amendments and supplements to the Law on Securities dated 24 November 2010;

Pursuant to the Companies Law dated 26 November 201 and the Law on Investment dated 26 November 2014;

Pursuant to the Government’s Decree No. 215/2013/ND-CP dated 23 December 2013 on the functions, duties, authority and organizational structure of the Ministry of Finance;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to the Law on Securities.

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated 26 June 2015 on the amendments and supplements to certain articles of the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to the Law on Securities.

At the requests of the Chairman of the State Securities Commission,

Minister of Finance issues the Circular on guidelines for public offering, stock swap, issuance of additional stocks, repurchase of stocks, sale of treasury stocks and tender offer.

Chapter I

GENERAL

Article 1. Scope of regulation

This Circular stipulates details of the following activities:

1. Public offering of stocks and bonds;

2. Offering of stock swapped for shares and capital contributions of organizations and individuals in other corporations;

3. Issuance of additional stocks of public corporations for scrip dividend, for increase of share capital with finances from the equity and for employee share schemes;

4. Repurchase of stocks for the treasury stock inventory and sale of treasury stocks of public corporations;

5. Tender offers by public corporations;

6. Issuance of securities in Vietnam for offering and issuance of depository receipts in foreign nations.

Article 2. Regulated entities

This Circular applies to the following entities:

1. Organizations that offer stocks and bonds to the public and offer stocks for swap;

2. Public corporations;

3. Concerned authorities, organizations and individuals.

Article 3. Responsibilities of organizations and individuals

1. Entities engaging in the preparation of applications or reports on the activities as stated in Article 1 of this Circular shall be held liable for the accuracy, integrity and sufficiency of such documents or reports.

2. Stock issuers and organizations preparing registration documents or reports on the activities as defined in Article 1 of this Circular shall have to select one (01) out of many of their legal representatives, if available, to assume responsibilities for registration documents, reports, amendments and result reports. Such organizations must appoint a replacement for the legal representative, if changed.

3. Registration documents or reports on the activities as stated in Article 1 of this Circular must consist of clear, precise, honest and verifiable information that does not mislead and adequately affects investors’ decisions.

4. Entities shall only perform the activities as defined in Article 1 of this Circular upon their fulfillment of requirements as per the laws. If issuers register private placement and/or public offering involved the issuance of additional stocks as per Section 3, Article 1 of this Circular, they must fulfill requirements for public offering and for issuance of additional stocks and/or for private placement.

5. Organizations offering stocks shall be responsible for furnishing relevant information when majority shareholders prepare documents to register the public offering of stocks under their ownership.

Chapter II

PUBLIC OFFERING

Volume 1. REQUIREMENTS AND APPLICATION FOR PUBLIC OFFERING

Article 4. Requirements on eligibility for public offering

1. The public offering of stocks must conform to requirements as defined in Article 11 of the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to certain articles of the Law on Securities (hereinafter referred to as the Decree No. 58/2012/ND-CP).

2. The public offering of stocks by newly established corporations in the infrastructure sector must abide y requirements as prescribed in Article 12 of the Decree No. 58/2012/ND-CP.

3. The public offering of stocks for the incorporation of new companies in the high technology sector must abide y requirements as prescribed in Article 13 of the Decree No. 58/2012/ND-CP.

4. The public offering of stocks for establishment of joint-stock credit institutions must abide by requirements as prescribed in Article 14 of the Decree No. 58/2012/ND-CP.

5. The public offering of stocks by joint-stock companies formed by consolidation or merger must comply with requirements as stated in Article 18 of the Decree No. 58/2012/ND-CP and Section 8, Article 1, Government’s Decree No. 60/2015/ND-CP dated 26 June 2015 on the amendments and supplements to certain articles of the Government's Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to the Law on Securities (hereinafter referred to as the Decree No. 60/2015/ND-CP).

6. The public offering of stocks, in Vietnam, by companies incorporated and operated by foreign laws must conform to requirements as defined in Article 19 of the Decree No. 58/2012/ND-CP.

7. The public offering of stocks by majority shareholders must abide by requirements as prescribed in Article 21 of the Decree No. 58/2012/ND-CP.

8. Shelf offering must comply with requirements as stated in Article 17 of the Decree No. 58/2012/ND-CP.

9. The public offering by state-owned enterprises equitized and offering stocks to the public must conform to requirements as defined in Article 22 of the Decree No. 58/2012/ND-CP.

10. Transfer restriction conditions as per Section 3, Article 9 of the Decree No. 58/2012/ND-CP, which was revised by Section 7, Article 1 of the Decree No. 60/2015/ND-CP shall not be applicable to stocks whose issuance is guaranteed and odd lots from rounded stocks distributed to existing shareholders.

Article 5. Documents for registration of public offering

The application for public offering shall comprise:

1. The letter of application for public offering as per Appendix 01 of this Circular;

2. The prospectus as per Appendix 02 of this Circular, including the following details:

a) The summary of the issuer, including particulars of its organizational model, business activities, financial conditions, Board of Directors or Members’ council or Owner, Director or General director, Vice director or Deputy general director, and shareholders’ structure (if available);

b) The information of the offer, including conditions, risk factors, forecasted profit and dividend of the year immediately following the issuance of securities, plans for issuance and for use of funds raised.  If an offering serves the purpose of capital increase, the stock issuance plan must analyze thoroughly the rate of dilution of stocks’ price and earning as a result of the offering.

If the issuer registers a public offering prior to the maturity of convertible bonds or the conversion of warrants previously issued, the prospectus must indicate effects on the benefits of investors, who purchased bonds or warrants, and benefit assurance plans for such investors (if any);

c) The information of the corporation’s business activities and financial norms;

d) The prospectus must bear the signatures of the Chairman of the Board of Directors, Director or General director, Finance director or Chief accountant of the issuer and the legal representatives of the consulting organization that provides counsels on public offering registration documents and the underwriter or the main underwriter (if any). If signatures are affixed by proxy, letters of mandate must be available according to the laws;

3. The corporation’s charter must abide by the laws;

4. Decisions by the Board of Directors on its approval of plans for stock issuance and for use of funds raised from the public offering, undertakings to launch the stocks in an organized securities market in one year (for securities not listed or traded) from the end of the offering, including:

a) Stock issuance plans with remarks from the General shareholders meeting must indicate stock type, quantity of stocks offered by type, characteristics of stocks (if not common stocks), principles for determination of the issue price in comparison with book value and market price (if applicable), and evaluation of expected post-issuance share dilution rate.

The issue price must be determined according to Article 125 of the Companies Law. If the General shareholders meeting ratifies the issuance plan that offers preferential price to entities aside from existing shareholders, such plan must indicate eligibility criteria for preferential price.

b) If the offering raises funds for project execution, the issuer must clarify the success rate or minimum earnings required from the offering and solutions against failure of such rate or minimum earning level in the plan for use of funds raised, which is presented to the General shareholder’s meeting for approval.

5. The issuer’s financial reports in the last two years, as per these requirements:

a) The financial reports must consist of balance sheet, income statement, cash flow and notes as per current laws on accounting and auditing;

b) If the issuer is a parent company, it must submit the consolidated financial statement, together with its financial report, as per the laws on accounting. The consolidated financial statement shall be a base element for the examination of the eligibility for public offering;

c) Annual financial reports must be audited by an auditing organization permitted to audit entities holding public interests in the securities sector. The auditor shall provide unqualified opinions on financial reports.  If the auditor provides qualified opinions, exceptions must not matter and not affect the eligibility for offering. If the auditor provides qualified opinions on the consolidated financial statement, exceptions must abide by the said requirement and must not originate from the child companies’ non-consolidation of financial reports. The issuer must provide its explanations in writing and obtain the auditor's endorsement of the effects of such exceptions;

d) The financial report for the year immediately preceding the registration of the offering must state profits;

dd) If documents are submitted before the 01^st of March by the issuer whose fiscal year is identical to the calendar year or before the first of the third month from the issuer’s fiscal year end that is not the 31^st of December, the financial report for the immediately preceding year may not be audited but consecutive financial reports for two further previous years must be audited;

e) If the interval between the end of the accounting period of the nearest financial report and the date for submission of full and valid documents for public offering registration to the State Securities Commission is over ninety (90) days, the issuer must submit an additional financial report for the nearest month or quarter as per the laws on accounting. If unusual fluctuations occur after the nearest financial report’s year end, the issuer must submit additional financial report for the nearest month or quarter;

g) If the issuer is a securities company, its financial reports must abide by Point b, c, d, dd and e of this Section and by accounting regulations applicable to securities companies;

6. The stock issuance guarantee (if available) as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to stock issuance guarantee must be enclosed with contracts among underwriters. Documents on the undertaking to issuance guarantee may be submitted late but not later than the day preceding the date of the State Securities Commission’s bestowal of the certificate of offering registration;

7. Decisions by the Board of Directors on the approval of documents for public offering registration. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business.

8. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

9. If funds raised contribute to investment, business or real estate projects, the documents must include legal papers on land use right (e.g. certificates of land use right or decisions on land assignment or land lease by competent governmental authorities), certificates of investment, information on ground clearance and compensation, approvals of plans and particulars of the use of funds raised from the offering. If funds raised contribute to investments in ore mining and infrastructure projects, the documents must include written approvals of such projects by competent governmental authorities;

10. Reports on the use of funds raised from the nearest offering, which were verified by an auditor permitted to audit entities holding public interests in the sector of securities;

11. The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold in the offering. The escrow account must not overlap the issuer’s current account. If the issuer is a commercial bank, it must have the escrow account opened in another commercial bank;

12. Address information and details taken from the National company register website, National information website for foreign investments or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

13. The consultancy contract with a securities company on the documents for public offering registration, unless the issuer is a securities company or the offering has issuance guarantee.

Article 6. Documents for registration of public offering by newly incorporated companies in the infrastructure sector

The application for public offering by newly incorporated companies in the infrastructure sector shall include:

1. The letter of application for public offering as per Appendix 04 of this Circular;

2. Written evidences of the corporation’s role as the main investor in infrastructure projects in the programs for economic and social development at ministerial level, sectoral level or in provinces and centrally affiliated cities;

3. The draft of the corporation’s Charter in conformity to the laws;

4. The competent authorities' written approvals of the stock offering plan of state-invested companies that are newly established;

5. The stock issuance guarantee firmly committed by a securities company permitted to guarantee stock issuance, as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the stock issuance must be enclosed with contracts among underwriters.

6. The prospectus as per Section 2, Article 5 of this Circular. The prospectus must bear signatures of the issuer's founding shareholders in lieu of the signatures of the Director or General Director, Finance Director or Chief accountant;

7. Documents on investment projects ratified by the authorities;

8. The undertaking of joint liabilities by the Board of Directors or founding shareholders for the plans for stock issuance and use of funds raised from the public offering;

9. The detailed plan for public offering, which indicates the success rate or minimum earnings required from the offering and solutions against failure of the planned success rate or minimum earning level.

10. The written designation of the Bank supervising the use of funds raised from the offering;

11. Undertakings by the Board of Directors or founding shareholders to launch the stocks in an organized securities market in one year upon the official commencement of the corporation;

12. The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold via the offering. The escrow account must not overlap the issuer’s current account;

13. Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

14. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

Article 7. Documents for registration of public offering for the establishment of corporations in the high technology sector

The application for public offering for the establishment of corporations in the high technology sector shall include:

1. Written evidences of the corporation’s engagement in high-tech fields into which investments are encouraged as per the laws;

2. Documents as defined in Section 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, Article 6 of this Circular.

Article 8. Documents for registration of initial public offering for the establishment of joint-stock credit institutions

The application for initial public offering for the establishment of joint-stock credit institutions shall include:

1. Documents as defined in Section 1, 8, 9, 10, 12, 13, 14, Article 6 of this Circular.

2. The written approval by the State Bank of Vietnam of the establishment of the joint-stock credit institution and the bestowal of the license;

3. The draft of the credit institution’s Charter in conformity to the laws;

4. The prospectus as per Section 2, Article 5 of this Circular. The prospectus bears the signature of the Head of the preparatory committee for establishment of the credit institution, in lieu of the signatures of the Chairman of the Board of Directors, Director or General Director, Finance Director or Chief accountant of the issuer;

5. The business plan for the first 03 years starting from the planned year of establishment;

6. The list and profiles of founding shareholders as per current regulations;

7. The financial position and information related to legal entities that are majority shareholders, as per the form in Appendix 05 of this Circular;

8. Undertakings by founding shareholders to launch the stocks in an organized securities market in one year upon the commencement of the credit institution’s operations.

Article 9. Documents for registration of public offering in Vietnam by companies incorporated and operated according to foreign laws

The application for public offering in Vietnam by companies incorporated and operated according to foreign laws shall include:

1. Documents as defined in Section 1, 2, 3, 4, 7, 8, 9, 11, Article 5 of this Circular.

2. The issuer’s financial reports, which have been produced according to international accounting standards and audited by an auditor licensed by competent governmental authorities in the issuer’s country of origin;

3. Documents on investment projects in Vietnam, which were ratified by competent authorities;

4. Undertakings by the issuer to execute projects in Vietnam and not to shift funds raised abroad and not to withdraw self-financed counterpart funds during the term of the licensed project;

5. Undertakings by the issuer to fulfill duties as per regulations on foreign exchange management in connection with the issuance of stocks in Vietnam and according to the laws of Vietnam;

6. The stock issuance guarantee firmly committed by a securities company incorporated and operated in Vietnam, as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the stock issuance must be enclosed with contracts among underwriters.

7. The written designation of the Bank supervising the use of funds raised from the offering;

Article 10. Documents for registration of public offering by joint-stock companies formed by consolidation or merger

1. The application for public offering by joint-stock companies, which took form after consolidation or merger and have operated for at least two fiscal years, shall include those defined in Article 5 of this Circular.

2. The application for public offering by joint-stock companies that took form after consolidation or merger and have operated less than two fiscal years shall include those defined in Article 5 of this Circular. However, the issuer's financial report for the year immediately preceding the year that abuts the epoch of the registration of the offering as per Section 5, Article 5 of this Circular shall be replaced by financial reports for the said year of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger).

3. The application for public offering by joint-stock companies, which took form after consolidation or merger and gain exemptions as per Point b, Section 2, Article 18 of the Decree No. 58/2012/ND-CP as amended by Section 8, Article 1 of the Decision No. 60/2015/ND-CP, shall include:

a) Documents as defined in Section 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, 13, Article 5 of this Circular.

b) Financial reports, for two (02) years immediately preceding the public offering registration, of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger) as per Section 5, Article 5 of this Circular;

c) Decisions by the General Shareholder’s Meeting of the transferor companies (in case of consolidation) or the acquired and acquiring companies (in case of merger) or decisions by the General Shareholder’s Meeting of the transferee company or the post-merger company according to Section 4, Article 5 of this Circular;

d) The written approval by the Prime Minister of the restructuring scheme if the issuer is formed by consolidation or merger according to the restructuring scheme of the Prime Minister.

Article 11. Documents for registration of public offering by majority shareholders

1. The application for majority shareholders’ public offering of their stocks not via an order matching system or an arrangement with the State Securities Commission shall include:

a) The application for majority shareholder's public offering as per Appendix 06 of this Circular;

b) Decisions by the General Shareholder’s Meeting or the Board of Directors (for joint-stock companies, or by the Members’ council or owner (for limited liability companies) on the approval of the sale of shares and the offering plan;

c) The prospectus for majority shareholder’s public offering as per Appendix 07 of this Circular;

d) Written evidences of the majority shareholder’s legitimate ownership and transferability of the shares offered according to the laws;

dd) Financial reports of the entity whose stocks is offered for two (02) most recent years as per Section 5, Article 5 of this Circular;

e) The consultancy contract with a securities company on the documents for public offering registration, unless the issuer is a securities company;

g) The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold in the offering. The escrow account must not overlap the issuer’s current account. If the majority shareholder is a commercial bank, a different commercial bank must be chosen to open the escrow account.

2. The majority shareholder of a corporation, whose stock is listed or traded on a Stock exchange, when selling its holdings through the trading system of the Stock exchange, shall abide by the laws on the announcement of information of majority shareholders' transactions;

3. The majority shareholder representing the shares of the government, state-owned corporations, groups and enterprises, when offering the state-owned shares to the public, shall conform to the laws on equitization and on the management and use state-owned shares in companies.

Article 12. Requirements for public offering of bonds

1. The public offering of bonds must meet requirements as defined in Article 11 of the Decree No. 58/2012/ND-CP.

2. The offering of convertible and warrant-linked bonds must satisfy requirements as stated in Article 15 of the Decree No. 58/2012/ND-CP.

3. The public offering of guaranteed bonds must comply with requirements as imposed in Article 16 of the Decree No. 58/2012/ND-CP.

4. Shelf offering of bonds must abide by requirements as prescribed in Article 17 of the Decree No. 58/2012/ND-CP.

5. The public offering of bonds of joint-stock companies formed by consolidation or merger must conform to requirements as stated in Article 18 of the Decree No. 58/2012/ND-CP and Section 8, Article 1 of the Decree No. 60/2015/ND-CP.

6. The public offering of bonds, in Vietnam, of companies incorporated and operated as per foreign laws must fulfill requirements as specified in Article 19 of the Decree No. 58/2012/ND-CP.

7. The offering of bonds, in Vietnamese currency, of international financial institutions must observe requirements as regulated in Article 20 of the Decree No. 58/2012/ND-CP.

Article 13. Documents for registration of public bond offering

The application for public bond offering shall include:

1. The application for public bond offering as per Appendix 08 of this Circular;

2. The prospectus for public bond offering, which must resemble the form in Appendix 09 of this Circular and contain particulars as defined in Section 2, Article 5 of this Circular and bear the signature of the Chairman of the Members’ council or the Company if the issuer is a limited liability company, in lieu of the signature of the Chairman of the Board of Directors as per Point d, Section 2 of Article 5;

3. The corporation’s charter in conformity to the laws;

4. Decisions by the Board of Directors, Members’ council or Owner of the corporation on the ratification of plans for bond issuance, for use of funds raised from the public offering of bonds and for repayments of debts.

If the issuer is a state-owned company, the plans for bond issuance, use of funds raised and repayment of debts must be ratified by the its Owner or Board of Director or Members’ council or its Chairman or General Director or Director according to the echelons as defined in the company’s charter;

5. Financial reports as stated in Section 5, Article 5 of this Circular;

6. The bond issuance guarantee (if available) as per Appendix 10 of this Circular. If the issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the issuance must be enclosed with contracts among underwriters. Documents on the undertaking to bond issuance guarantee may be submitted late but not later than the day preceding the date of the State Securities Commission’s bestowal of the certificate of offering registration;

7. Decisions by the Board of Directors, Members’ council or Owner of the company on the approval of documents for public offering of bonds. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business.

8. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

9. If funds raised contribute to investment, business or real estate projects, the documents must include legal papers on land use right (e.g. certificates of land use right or decisions on land assignment or land lease by competent governmental authorities), certificates of investment, information on ground clearance and compensation, approvals of plans and particulars of the use of funds raised from the offering. If funds raised contribute to investments in ore mining and infrastructure projects, the documents must include written approvals of such projects by competent governmental authorities;

10. Reports on the use of funds raised from the nearest offering, which were verified by an auditor permitted to audit entities holding public interests in the sector of securities;

11. The bank’s written confirmation of escrow account opened for receipt of payments for bonds sold in the offering. The escrow account must not overlap the issuer’s current account. If the issuer is a commercial bank, it must have the escrow account opened in another commercial bank;

12. Undertakings by the issuer to perform duties regarding bond issuance and payment conditions towards the investors and to assure their legitimate benefits and other conditions;

13. The consultancy contract with a securities company on the documents for registration of public bond offering, unless the issuer is a securities company or the offering has issuance guarantee.

Article 14. Documents for registration of public offering of guaranteed corporate bonds

The application for public offering of guaranteed corporate bonds shall include:

1. Documents as stated in Article 13 of this Circular;

2. The written approval of bond backing by payment guarantee and the underwriter's financial report for the latest year, which was audited by an auditor permitted to audit entities holding public interests in the securities sector;

3. The duty guarantee contract between the bond issuer and the underwriter, in case of guarantee by a third party's assets, the detailed list of collaterals, the written evidences of legitimate ownership by the issuer or the underwriter, the contract for collateral insurance (if available); the record of unexpired collateral valuation (not exceeding 12 months from the date of valuation) by competent authorities and valuation service providers, and the certificate of collateral registration from competent authorities (if available);

4. The contract between the bond issuer and the representatives of bond owners.

Article 15. Documents for registration of public offering of convertible and warrant-linked bonds by joint-stock companies

The application for joint-stock companies' public offering of convertible and warrant-linked bonds shall include:

1. Documents as defined in Section 1, 2, 3, 5, 6, 8, 9, 11, 13, Article 13 of this Circular;

2. Decisions by the Board of Directors on the approval of documents for registration of public bond offering. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business;

3. Decisions by the General shareholders meeting on the ratification of plans for bond issuance and for use of funds raised from the public offering of bonds.

4. Undertakings by the issuer to perform duties towards the investors according to Section 12, Article 13 of this Circular and the following details:

a) Conditions and time limit for conversion;

b) Conversion ratio and conversion price formula;

d) Other conditions (if any).

5. The plan for issuance of stocks after the maturity of convertible bond, warrant-linked bond or preferred bond-linked warrant (if any) and for compensation to holders of convertible bonds;

6. Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties.

Article 16. Documents for registration of public bond offering by joint-stock companies formed by consolidation or merger

1. The application for public bond offering by joint-stock companies, which took form after consolidation or merger and have operated for at least two (02) fiscal years, shall include those defined in Article 13 of this Circular.

2. The application for public bond offering by joint-stock companies that took form after consolidation or merger and have operated less than two (02) fiscal years shall include those defined in Article 13 of this Circular. However, the issuer's financial report for the year immediately preceding the year that abuts the epoch of the registration of the offering as per Section 5, Article 5 of this Circular shall be replaced by financial reports for the said year of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger).

3. The application for public bond offering by joint-stock companies, which took form after consolidation or merger and gain exemptions as per Point b, Section 2, Article 18 of the Decree No. 58/2012/ND-CP as amended by Section 8, Article 1 of the Decision No. 60/2015/ND-CP, shall include:

a) Documents as stated in Article 13 of this Circular, including financial reports, for two years immediately preceding the registration of the offering, of transferor companies (in case of consolidation) or acquired and acquiring companies (in case of merger) in lieu of financial reports as defined in Section 5, Article 5 of this Circular

b) The written approval by the Prime Minister of the restructuring scheme if the issuer is formed by consolidation or merger according to the restructuring scheme of the Prime Minister.

Article 17. Documents for registration of public bond offering in Vietnam by companies incorporated and operated according to foreign laws

The application for public offering of bonds in Vietnam by companies incorporated and operated according to foreign laws shall include:

1. Documents as defined in Section 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, Article 13 of this Circular;

2. Documents on investment projects in Vietnam, which were ratified by competent authorities;

3. Decisions by the Board of Directors, Members’ council or Owner of the corporation on the ratification of plans for bond issuance, for use of funds raised from the public offering of bonds and for repayments of debts;

4. The issuer’s financial reports, which have been produced according to international accounting standards and audited by an auditor licensed by competent governmental authorities in the issuer’s country of origin;

5. Undertakings by the issuer to execute projects in Vietnam and not to shift funds raised abroad and not to withdraw self-financed counterpart funds during the term of the licensed project;

6. Undertakings by the issuer to fulfill duties as per regulations on foreign exchange management in connection with the issuance of bonds in Vietnam and according to other laws of Vietnam;

7. The bond issuance guarantee firmly committed by a securities company incorporated and operated in Vietnam, as per Appendix 10 of this Circular. If the issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the issuance must be enclosed with contracts among underwriters;

8. The written designation of the Bank supervising the use of funds raised from the offering;

Article 18. Documents for registration of shelf offering of stocks or bonds

1. Apart from the papers as defined, the application for shelf offering of stocks or bonds must manifest the following information in the prospectus:

a) The project or plan for the use of funds raised from multiple offerings;

b) The plan for offering, which indicates target entities, quantity and length of time of each offering. The planned length of time of each offering must not exceed 90 days.

2. The issuer, before each offering, must provide documents on the corporation’s circumstances and particulars of the use of funds previously raised, which were verified by an auditor permitted to audit entities holding public interests in the securities sector if the interval between the end of an offering and the immediately subsequent offering is 06 months or longer.  The interval between two consecutive offerings must not exceed twelve (12) months.

Volume 2. ADMISSION AND PROCESSING OF APPLICATIONS FOR PUBLIC OFFERING

Article 19. Admission of applications for public offering

Original documents for registration of public offering must be included in one (01) set of application in Vietnamese, which is then submitted to the State Securities Commission. If the set of application contains copies, such copies must be reproduced from original records or certified by competent authorities. If original documents are made in foreign languages, Vietnamese translations must be enclosed and certified by competent authorities and organizations licensed to provide translation services in Vietnam.

Article 20. Processing of applications for public offering

1. In seven (07) working days upon the receipt of documents, the State Securities Commission shall inform the issuer in writing of the former’s request for amendments, if required.

2. In thirty (30) days upon the receipt of full and valid documents, the State Securities Commission shall consider papers and issue a certificate of public offering registration. State Securities Commission, if rejecting the application, must respond and provide its justifications in writing.

Article 21. Time limit for adoption of amendments

In sixty (60) days upon the State Securities Commission’s written requisition for the issuer’s amendments to the application for public offering, the issuer must complete and submit documents to the State Securities Commission as per the latter’s request. If the issuer does not adopt amendments requested within the said time limit, the State Securities Commission shall end its consideration of the application.

Article 22. Fulfillment of formalities for certification of public offering registration

In three (03) working days upon the State Securities Commission’s notice, the issuer must provide the State Securities Commission with 06 originals of the official prospectus to fulfill the formalities for certification of public offering registration.

Volume 3. INFORMATION ANNOUNCEMENT AND PUBLIC OFFERING RESULT REPORTING

Article 23. The issuer’s announcement of public offering

In seven (07) working days upon the effect of the certificate of public offering registration, the issuer shall publish a notice of public offering on three consecutive issues of a nation-wide online or print newspaper as per Appendix 11 and 12 of this Circular. The notice of public offering and official prospectus must be posted on the websites of the issuer and the Stock exchange where the issuer has its securities listed or traded (if applicable).

Article 24. Reporting and announcement of public offering result

The issuer must report to the State Securities Commission the result of the offering in ten (10) days upon the end of the offering. The documents for reporting and announcement of the offering result shall include:

1. The report on the offering result as per Appendix 13 and 14 of this Circular;

2. The written confirmation by the bank that opens the issuer’s escrow account for receipts from the offering (except for stock swap as defined in Chapter III of this Circular).

Article 25. Acknowledgement of public offering result

In three (03) working days upon the receipt of full and valid reporting documents on public offering result as per Article 24 of this Circular, the State Securities Commission shall be held responsible for notifying its acknowledgement of the offering result in writing to the issuer, the Stock exchange (if the issuer’s stock is listed or traded) and the Securities Depository. Moreover, such acknowledgement shall be posted on the website of the State Securities Commission.

Article 26. Release of receipts from the offering

Receipts from the offering shall be released to the issuer upon the State Securities Commission’s acknowledgement in writing of the result of the offering.

Chapter III

STOCK SWAP

Article 27. Requirements for stock swap

1. The public offering for full or partial swap of stocks with undefined shareholders must satisfy requirements in Point a and c, Section 1, Article 12 of the Securities Law, and Section 2, Article 23 of this Decree No. 58/2012/ND-CP and Section 9, Article 1 of this Decree No. 60/2015/ND-CP.

2. The offering of stocks for full swap of shares with another public corporation as per a contract for consolidation or merger of the issuer and the public corporation must fulfill requirements in Section 3, Article 23 of the Decree No. 58/2012/ND-CP.

3. If the legal entity issuing stocks for swap is listed or applies for listing after the swap, it must conform to this Circular and securities-related laws on listing of securities.

Article 28. Documents for registration of stock swap

1. If the legal entity applies for an offering to swap stocks with undefined shareholders, the application shall include:

a) The letter of application for public offering for stock swap as per Appendix 15 of this Circular;

b) The prospectus as per Appendix 16 of this Circular;

c) The issuer’s charter;

d) Decisions by the General shareholders meeting on the approval of plans for stock issuance and swap;

dd) Audited financial reports, for the latest year, of the issuer and the legal entity holding stocks or shares to be swapped;

e) Decisions by the General shareholders meeting or Members’ council of the legal entity holding stocks or shares to be swapped on the approval of plans for issuance and swap;

g) Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

h) Decisions by the Board of Directors on the approval of documents for registration of public offering for stock swap. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering for stock swap by the issuer performing conditional business.

2. In case of the full swap of outstanding shares of a public corporation as per the contract for consolidation or merger between the issuer and the public corporation, the application for the offering for stock swap shall include:

a) The letter of application for public offering for stock swap as per Appendix 15 of this Circular;

b) The prospectus as per Appendix 16 of this Circular;

c) The draft charter of the company formed by consolidation or merger, as approved by the Boards of Directors of legal entities engaging in the consolidation or merger;

d) Decisions by the General shareholders meetings of corporations engaging in consolidation or merger on the approval of plans for consolidation or merger, for stock swap and for business activities after consolidation or merger;

dd) Audited financial reports, for the latest year, of the issuer and the legal entity holding stocks or shares to be swapped;

e) The contract for consolidation or merger bearing signatures of the parties engaging in consolidation or merger as per the Companies Law;

g) The written approval by competition authorities of the consolidation or merger or of the undertakings by Boards of Directors of the parties involved to abide by the Law on competition.

h) Decisions by the Board of Directors on the approval of documents for public offering for stock swap. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering for stock swap by the issuer performing conditional business;

i) Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

k) The consultancy contract with a securities company on offering documents and stock swap dealing unless the issuer is a securities company;

Article 29. Procedures for admission and processing of documents, for announcement and reporting of results of public offering for stock swap

Procedures for admission and processing of documents, for announcement and reporting of the results of the public offering for stock swap shall resemble those for processing of applications for public offering as defined in Volume 2 and Volume 3, Chapter II of this Circular.

Article 30. Private placement for stock swap

1. The private placement for stock swap shall conform to Section 3, Article 4 of the Decree No. 58/2012/ND-CP as amended by Section 3, Article 1 of the Decree No. 60/2015/ND-CP, and to Section 3, Article 5 of the Decree No. 58/2012/ND-CP as revised by Section 4, Article 1 of the Decree No. 60/2015/ND-CP if stock swap leads to cross ownership as per Section 2, Article 189 of the Companies Law.

2. Except for the private placement for stock swap that leads to cross ownership as per Section 1 of this Article, the offering for swap of stocks with shareholders of a joint-stock company not publicly traded or the offering of stocks to one or some defined shareholders for swap of stocks with other public corporations’ shareholders or the offering of stocks for swap of limited liability companies' capital contributions must meet requirements in Point a, b, c, d, dd, Section 3, Article 4 of the Decree No. 58/2012/ND-CP as supplemented by Section 3, Article 1 of the Decree No. 60/2015/ND-CP and requirements on documentation in Point a, b, c, d, Section 3, Article 5 of the Decree No. 58/2012/ND-CP as supplemented by Section 4, Article 1 of the Decree No. 60/2015/ND-CP.

Chapter IV

PUBLIC CORPORATION'S ISSUANCE OF ADDITIONAL STOCKS

Article 31. Requirements for scrip issue

A public corporation, when issuing stocks dividend to existing shareholders to increase share capital, must fulfill these requirements:

1. The plan for scrip issue has been approved by the General shareholders meeting;

2. Resources for scrip issue from undistributed net profit suffice according to the latest financial report audited as per regulations.

If a public corporation, as a parent company, issues stocks dividend, resources for scrip issue must not exceed the undistributed net profit as shown in the consolidated financial report audited. If the part of profit to be distributed is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only distribute profit after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.

Article 32. Scrip issue report

The report on a public corporation’s scrip issue shall include:

1. The report on scrip issue as per Appendix 17 of this Circular;

2. Decisions by the General shareholders meeting on the approval of the plan for scrip issue;

3. Decisions by the Board of Directors on the execution of the plan for scrip issue;

4. The latest financial report audited as per regulations;

5. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the part of profit to be distributed is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company’s financial statement;

6. The plan for handling fractional share (if any) as approved by the General shareholders meeting or the Board of Directors.

Article 33. Requirements for stock issuance for increase of share capital with finances from the equity

A public corporation, when issuing stocks to increase share capital with finances from the equity, must satisfy these requirements:

1. The stock issuance plan for increase of share capital from the equity has been approved by the General shareholders meeting;

2. The following resources suffice according to the latest audited financial report:

a) Capital surplus;

b) Development investment fund;

c) Undistributed net profit;

d) Other funds (if available) for increase of charter capital as per the laws.

If a public corporation, as a parent company, issues stocks to increase share capital with finances from the surplus of share capital, development investment fund or other funds, the resource of finances shall be subject to the parent company’s financial report

If a public corporation, as a parent company, issues stocks to increase share capital with finances from undistributed net profit, the resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report. If the resource of finances is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only proceed after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.

3. Total value of resources as stated in Section 2 of this Article must not be less than the total increased value of share capital as per the plan passed by the General shareholders meeting.

Article 34. Report on stock issuance for increase of share capital with finances from the equity

The report on a public corporation’s stock issuance for increase of share capital with finances from the equity shall comprise:

1. The report on stock issuance for increase of share capital with finances from the equity, as per Appendix 17 of this Circular;

2. Decisions by the General shareholders meeting on the approval of the issuance plan;

3. Decisions by the Board of Directors on the execution of the issuance plan;

4. The latest financial report audited as per regulations;

5. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the parent company issues stocks to increase share capital with finances from the undistributed net profit and such finances are lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement;

6. The plan for handling fractional share (if any) as approved by the General shareholders meeting or the Board of Directors.

Article 35. Requirements for issuance of stocks for internal employee share scheme.

A public corporation, when issuing stocks for an internal employee share scheme, shall fulfill these requirements:

1. The stock option and issuance plans have been approved by the General shareholders meeting;

2. Total amount of stocks issued for the employee share scheme every twelve (12) months must not exceed five percent (5%) of the corporation's outstanding shares;

3. Board of Directors must announce lucid criteria and employees eligible for the said plan, principles of pricing and quantification of distributable stocks by beneficiary, and schedule;

4. If the corporation issues incentive stocks to employees, it must satisfy requirements in Section 1, 2, 3 of this Article and possess adequate finances from the following resources according to the latest audited financial report:

a) Capital surplus;

b) Development investment fund;

c) Undistributed net profit;

d) Other funds (if available) for increase of charter capital as per the laws.

If a public corporation, as a parent company, issues incentive stocks to employees with finances from the share capital surplus, development investment fund or other funds, the resource of finances shall be subject to the parent company's financial report.

If a public corporation, as a parent company, issues incentive stocks to employees with finances from undistributed net profit, the resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report audited. If the resource of finances for the employee incentive plan is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only use the undistributed net profit after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.

5. If the corporation issues incentive stock to employees, the total value of resources as stated in Section 4 of this Article must not be less than the total increased value of share capital as per the plan passed by the General shareholders meeting.

Article 36. Report on stock issuance for employee share scheme

The report on a public corporation's stock issuance for an internal employee share scheme shall include:

1. The report on stock issuance for internal employee share scheme, as per Appendix 18 of this Circular;

2. Decisions by the General shareholders meeting on the approval of the scheme and the issuance plan. Individuals holding interests associated with the stock offering for the internal employee share scheme shall not cast vote on the Resolution by the General shareholders meeting on the issuance of stock for the employee share scheme;

3. Decisions by the General shareholders meeting or Board of Directors on the approval of criteria and employees eligible for the scheme, principles of pricing and quantification of distributable stocks by beneficiary, and schedule;

4. Decisions by the Board of Directors on the execution of the issuance plan;

5. The latest financial report audited as per regulations in case of an internal incentive stock scheme for employees;

6. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the undistributed net profit finances the issuance of employees’ incentive stocks and such finances are lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement;

Article 37. Reporting and announcement of the issuance of additional stocks

1. The issuer must report the issuance of additional stocks in writing, as per Article 32, Article 34 and Article 36 of this Circular, to the State Securities Commission.

2. In seven (07) working days upon the receipt of the report as stated in Section 1 of this Article, the State Securities Commission shall inform the issuer in writing of the details of essential amendments, if requested. The length of time of the issuer’s revision of the report shall not add to the time limit for the State Securities Commission’s consideration and settlement.

3. In seven (07) working days upon the receipt of the full and valid report as defined in Section 1 of this Article, the State Securities Commission shall respond to the issuer in writing for the latter’s proceedings or inform the issuer in writing of the former’s rejection and justifications.

4. In seven (07) working days upon the State Securities Commission's notification of its receipt of the full report as stated in Section 1 of this Article, the issuer must announce the issuance of stocks on mass media by the following schedule:

a) In case of the scrip issue or the issue of stocks for increase of share capital with finances from the equity, information must be announced in at least seven (07) working days before the final date of registration for the apportionment of rights as per Appendix 19 of this Circular.

b) In case of the issuance of stocks for an employee share scheme, information must be announced in at least seven (07) working days prior to the last date of the collection of payments for stocks or the transfer of incentive stock ownership, as per Appendix 20 of this Circular.

5. The final date of registration for the apportionment of rights or the last date of the collection of payments for stocks and the transfer of incentive stock ownership to employees shall not exceed forty five (45) days upon the State Securities Commission’s notification of its receipt of the full report.

6. The issuer must report the result of the stock issue to the State Securities Commission and publicize information by the following schedule:

a) In case of the scrip issue or the issue of stocks for increase of share capital with finances from the equity, the issuer must submit the said report in fifteen (15) working days from the final date of registration for the apportionment of rights as per Appendix 21 of this Circular.

b) In case of the issuance of stocks for an employee share scheme, the issuer must submit the said report in fifteen (15) working days from the last date of the collection of payments for stocks or the transfer of incentive stock ownership to employees, as per Appendix 22 of this Circular. The report on the result of the stock issue must include a list of employees participating in the scheme and quantity of shares for each employee eligible.

7. In three (03) working days upon the receipt of the full report on the result of the stock issue, the State Securities Commission shall announce its receipt of such report on its website and have the result sent to the issuer, the Stock Exchange and the Securities Depository.

8. The public corporation, whose stock is listed or traded, must register additional stocks issued for listing or trading with the Stock Exchange in fifteen (15) days upon the State Securities Commission’s notification of the result of the stock issue to the issuer.

Article 38. Handling of fractional share

1. A fractional share is less than one (01) full share. If the issuance of stock gives rise to fractional share, the corporation must have a settlement plan that maximize shareholders' interests and equality. The plan for handling fractional share must be approved by the General shareholders meeting or the Board of Directors.

2. If the scrip issue or the issuance of stocks for increase of share capital with finances from the equity gives rise to fractional shares, the corporation shall be entitled to repurchase such fractional shares for its treasury stock inventory.  The corporation shall record and handle stocks arising from the settlement of fractional shares according to this Circular and relevant regulations.

Chapter V

STOCK REPURCHASE AND SALE OF TREASURY STOCKS

Article 39. Requirements for repurchase of stocks

A public corporation, when repurchasing stocks issued for its treasury stock inventory, must fulfill these requirements:

1. The requirements as defined in Article 130 of the Companies Law, in Section 1, Article 37 of the Decree No. 58/2012/ND-CP and Point b, Section 1, Article 37 of the Decree No. 58/2012/ND-CP as amended by Section 11, Article 1 of the Decree No. 60/2015/ND-CP;

2. Finances for stock repurchase suffice according to the latest financial report audited as per regulations.

If a public corporation, as a parent company, repurchases stocks with finances from the share capital surplus, development investment fund and other funds, such resources of finances shall be subject to the parent company's financial report.

If a public corporation, as a parent company, repurchases stock with finances from undistributed net profit, the resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report audited. If the undistributed net profit for stock repurchase is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the parent company shall only spend the undistributed net profit on stock repurchase after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.

Article 40. Ineligibility for stock repurchase

1. A company shall be ineligible for repurchasing stocks in circumstances as defined in Article 38 of the Decree No. 58/2012/ND-CP and Section 12, Article 1 of the Decree No. 60/2015/ND-CP.

2. A company shall be ineligible for repurchasing stocks in other circumstances as defined by specialized laws.

Article 41. Report on stock repurchase

1. The report on a public corporation’s stock repurchase shall include:

a) The report on stock repurchase as per Appendix 23 of this Circular;

b) Decisions by the Board of Directors on the approval of the repurchase of at most ten percent (10%) of total quantity of each type of stocks offered in the last twelve (12) months, or its decisions on other situations;

c) The written confirmation of the appointment of the securities company handling transactions;

d) Decisions by the Board of Directors on the approval of the stock repurchase plan;

dd) The latest financial report audited as per regulations;

e) Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the parent company allocate finances from the undistributed net profit on stock repurchase, and the resource of finances is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement;

2. The report and notice of stock repurchase by a public corporation entitled to exemptions as per Section 2, Article 37 of the Decree No. 58/2012/ND-CP as amended by Section 11, Article 1 of the Decree No. 60/2015/ND-CP shall include:

a) The report on stock repurchase as per Appendix 23 of this Circular;

d) Decisions by the Board of Directors or General Director or Director on the execution of the stock repurchase plan;

c) In ten (10) working days upon the finalization of the stock repurchase transactions, the public corporation must send the transaction report to the State Securities Commission and publicize information as per Appendix 25 of this Circular.

Article 42. Requirements for sale of treasury stocks

1. A company, when selling treasury stocks, must abide by requirements as stated in Article 39 of the Decree No. 58/2012/ND-CP and Section 13, Article 1 of the Decree No. 60/2015/ND-CP.

2. The use of treasury stocks to give portions to existing shareholders or, as bonus, to employees must first be approved by the General shareholders meeting. Moreover, the company must maintain sufficient equity according to the latest audited financial report. In particular, the resources of finances are:

a) Capital surplus;

b) Development investment fund;

c) Undistributed net profit;

d) Other funds (if available) for increase of charter capital as per the laws.

If a public corporation, as a parent company, uses the share capital surplus, development investment fund or other funds to give portions to existing shareholders or bonus to employees, the resources of finances shall be subject to the parent company’s financial report.

If a public corporation, as a parent company, spends the undistributed net profit on portions given to existing shareholders or bonus to employees, this resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report audited. If the undistributed net profit spent on portions given to existing shareholders or bonus to employee is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the parent company shall only use the undistributed net profit after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.

Article 43. Report on treasury stock sale

The report on the public corporation’s sale of treasury stocks shall include:

1. The report on treasury stock sale as per Appendix 23 of this Circular;

2. Decisions by the General shareholders meeting or Board of Directors on the approval of the treasury stock sale plan;

3. The written confirmation of the appointment of the securities company handling transactions;

4. The latest financial report audited as per regulations;

5. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the parent company spends the undistributed net profit on portions given to existing shareholders and bonus to employees, as per Section 2, Article 42 of this Circular, and such resource of finances is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement upon the public corporation’s use of treasury stocks to give portions to existing shareholders or bonus to employees.

Article 44. Reporting and announcement of stock repurchase and treasury stock sale

1. The public corporation must send its report on stock repurchase, as per Article 41 of this Circular, or on treasury stock sale, as per Article 43 of this Circular, to the State Securities Commission.

2. In seven (07) working days upon the receipt of the report as stated in Section 1 of this Article, the State Securities Commission shall inform the public corporation in writing of the details of essential amendments, if requested. The length of time of the public corporation’s revision of the report shall not add to the time limit for the State Securities Commission’s consideration and settlement.

3. In seven (07) working days upon the receipt of the full and valid report on stock repurchase or treasury stock sale, the State Securities Commission shall notify in writing the public corporation to proceed. State Securities Commission, if rejecting the application, must respond and provide its justifications in writing.

4. In seven (07) working days upon the State Securities Commission’s notice of its receipt of the full report on stock repurchase or treasury stock sale, the public corporation must publicize information on mass media as per Appendix 24 of this Circular. Transactions regarding stock repurchase or treasury stock sale must occur in most seven (07) working days upon the public corporation's announcement of information.

5. In ten (10) working days upon the finalization of transactions for stock repurchase or treasury stock sale, the public corporation must send the transaction report to the State Securities Commission and publicize information as per Appendix 25 of this Circular. If the public corporation does not trade all stocks planned, it must report and announce reasons of failure.

6. A public corporation, whose stock is listed or traded on a Stock Exchange, must publicize information via the Stock Exchange's means of announcement when repurchasing stocks and selling treasury stocks. Section 4 and 5 of this Article stipulate details and time for announcement of information.

Article 45. Process of stock repurchase and treasury stock sale

1. A public corporation, whose stock is listed or traded on a Stock Exchange, must conform to the State Exchange’s regulations on transactions when repurchasing stocks and selling treasury stocks.

2. A public corporation, whose stock is not listed or traded on a Stock Exchange, can only repurchase stocks through a securities company designated.

3. A public corporation must end its stock repurchase and treasury stock sale within the time as announced. However, such time shall not exceed thirty (30) days upon the start of transactions and shall count intervals for alterations to transactions as per Article 45 of this Circular.

Article 46. Alterations to stock repurchase and treasury stock sale

1. The public corporation cannot alter its intention or plans for stock repurchase and treasury stock sale, which have been reported and publicized. In the case of force majeure (natural disasters, fire, war and other circumstances endorsed by the State Securities Commission), the State Securities Commission must be reported.

2. The public corporation must report to the State Securities Commission and announce the former’s decision to adopt changes on mass media in twenty four (24) hours upon the issuance of such decision, as per Appendix 26 of this Circular.

3. State Securities Commission shall respond in three (03) working days upon the receipt of the report on such changes.

4. The public corporation shall only be permitted to alter its stock repurchase and treasury stock sale after obtaining the State Securities Commission’s approval. In twenty four (24) hours upon the State Securities Commission’s approval of changes to stock repurchase and treasury stock sale, the public corporation shall publicize such changes on mass media as per Appendix 27 of this Circular.

5. The public corporation, whose stock is listed or traded on a Stock Exchange, must publicize information via the Stock Exchange's means of announcement when altering stock repurchase and treasury stock sale. Section 2 and 4 of this Article stipulate details and time for announcement of information.

Article 47. Management and recording of treasury stock

1. Treasury stocks are unsold shares according to Section 4, Article 111 of the Companies Law. Treasury stock pays no dividend and generates no voting right or rights arising from the offering or issuance of additional stocks and other prerogatives.

2. The disposal of treasury stocks may occur to reduce the charter capital according to decisions by the General shareholders meeting. The public corporation must report to the State Securities Commission and publicize the disposal of treasury stocks on mass media in twenty four (24) hours upon such disposal.

3. In 10 days upon the General shareholders meeting's authorization of the disposal of treasury stocks for charter capital reduction, the public corporation must go through formalities to reduce the charter capital in proportion to total face value of treasury stocks disposed.

4. The management, recording and disposal of treasury stocks comply with the principles of accounting records.

5. If companies engaging in consolidation or merger cross-hold stocks, which gives rise to treasury stocks after consolidation or merger, such treasury stock must be handled according to the laws.

Article 48. Responsibilities of securities companies and Stock Exchanges

1. The securities company designated to deal with stock repurchase and treasury stock sale shall be responsible for:

a) Providing guidelines to the public corporation for stock repurchase and treasury stock sale according to current regulations and plans announced;

b) Assuring the public corporation’s sufficient finances in transaction accounts to afford the volume reported and publicized;

c) Not exploiting private information related to the designating public corporation's stock repurchase and treasury stock sale to trade its securities and not disclosing such information to a third party.

2. If the public corporation's stock is listed or traded, the Stock Exchange shall be responsible for:

a) Supervising the public corporation’s announcement of information before and after its stock repurchase and treasury stock sale according to current regulations;

b) Supervising the designated securities company’s undertaking of activities for stock repurchase and treasury stock sale as per current regulations.

Chapter VI

TENDER OFFER

Article 49. Events of tender offer

Events of mandatory tender offer are defined in Passage 1, Clause 32 in Section 11, Article 1 of the Law on amendments and supplements to the Securities Law and Article 41 of the Decree No. 58/2012/ND-CP.

Article 50. Optional tender offer

Events of optional tender offer are defined in Passage 2, Clause 32 in Section 11, Article 1 of the Law on amendments and supplements to the Securities Law and Section 14, Article 1 of the Decree No. 60/2015/ND-CP.

Article 51. Documents for registration of tender offer

The application for tender offer shall include:

1. The letter of application for tender offer as per Appendix 28 of this Circular;

2. Decisions by the General shareholders meeting or Board of Directors (for joint-stock companies), Members’ Council or company owner (for limited liability companies), Investors’ Meeting (for private funds) on the approval of the tender offer;

3. Decisions by the General shareholders meeting of the public corporation repurchasing its stocks to reduce the charter capital;

4. The audited financial report for the immediately preceding year and written evidences, as per specialized laws, or affirmation of financial capacities of individuals and organizations making the tender offer;

5. Written evidences of eligibility for stock repurchase in case of the public corporation's buyback of its stocks through tender offer;

6. The notice of the tender offer as per Appendix 29 of this Circular.

Article 52. Procedures for admission and processing of documents, announcement and reporting of tender offer results

1. The procedures for admission and processing of documents, announcement and reporting of tender offer results shall abide by Article 43 and Article 52 of the Decree No. 58/2012/ND-CP.

2. The report on tender offer results shall follow the form as defined in Appendix 30 of this Circular.

Chapter VII

VIETNAMESE COMPANIES’ ISSUANCE OF SECURITIES IN FOREIGN NATIONS

Article 53. Requirements for issuance of stocks for offering depository receipts abroad

The issuance of securities for offering depository receipts overseas must abide by Article 29 of the Decree No. 58/2012/ND-CP.

Article 54. Documents for issuance of new stocks for offering depository receipts abroad

The documents on the issuance of new stocks for offering depository receipts overseas shall include:

1. Documents as defined in Section 3, 6, 7, 8, 10, 11, 12, 13, Article 5 of this Circular;

2. The application for stock issuance as per Appendix 31 of this Circular;

3. The notice of information as per Appendix 32 of this Circular;

4. Financial reports as per Section 5, Article 5 of this Circular;

5. Decisions by the General shareholders meeting on the approval of the plan for capital mobilization through new issues for overseas offering of depository receipts;

6. The scheme for overseas issuance of depository receipts from the basis of new issues. Such scheme must conform to the foreign nation's regulations on tender offer.

Article 55. Supporting documents for overseas issuance of depository receipts from the basis of stocks issued in Vietnam

The supporting documents for overseas issuance of depository receipts from the basis of stocks issued in Vietnam shall include:

1. Documents as defined in Section 3, 6, 7, 8, 12, Article 5 and Section 6, Article 54 of this Circular;

2. The notice of information as per Appendix 33 of this Circular;

3. Decisions by the General shareholders meeting on the approval of supports for the overseas issuance of depository receipts from the basis of stocks issued.

Article 56. Processing of documents on issuance of new stocks for offering depository receipts abroad and supporting documents on overseas issuance of depository receipts from the basis of stocks issued in Vietnam

1. State Securities Commission shall approve or reject in writing the documents on new issues for offering depository receipts abroad and supporting documents on overseas issuance of depository receipts from the basis of stocks issued in Vietnam in thirty (30) days upon the receipt of full and valid documents. State Securities Commission’s rejection must indicate its justifications.

2. After acquiring the State Securities Commission's approval, the legal entity issuing stocks to offer depository receipts abroad or the legal entity supporting the issuance of depository receipts overseas from the basis of stocks issued in Vietnam must provide the State Securities Commission with copies of the official application for the offering of depository receipts, which was submitted to competent authorities of the foreign nation.

3. Before the approval by the foreign nation’s competent authorities of the application for depository receipt issuance, the legal entity issuing stocks to offer depository receipts abroad or the legal entity supporting the issuance of depository receipts overseas from the basis of stocks issued in Vietnam must inform the State Securities Commission of amendments and supplements (if any) to the application given to foreign securities management authorities.

4. Depository receipts traded abroad may be disposed at the requests of their owners. The issuer of depository receipts shall be responsible for informing Vietnam Securities Depository Center and State Securities Commission of the quantity of depository receipts disposed on the 15^th and 30^th of each month.

Depository receipts disposed shall not be re-issued except for circumstances that the issuer has registered with the State Securities Commission as per Article 55 of this Circular.

5. Trading and listing of stocks issued for overseas issuance of depository receipts, after the disposal of such depository receipts, shall abide by the State Securities Commission’s regulations.

6. Apart from the said regulations, the procedures for processing of documents on new issues for offering depository receipts abroad and supporting documents on overseas issuance of depository receipts from the basis of stocks issued in Vietnam shall conform to the procedures for processing of applications for public offering as per Volume 2 and Volume 3, Chapter II of this Chapter.

Chapter VIII

ENFORCEMENT

Article 57. Enforcement

1. This Circular comes into force as of 15 December 2015 and replaces the Finance Minister’s Circular No. 130/2012/TT-BTC dated 10 August 2012 on guidelines for public corporations’ stock repurchase, treasury stock sale and issuance of additional stocks and the Finance Minister’s Circular No. 204/2012/TT-BTC dated 19 November 2012 on guidelines on documents and formalities for public offering.

2. If entities give the State Securities Commission the documents for public offering, stock swap, issuance of additional stocks, repurchase of stock, sale of treasury stocks and tender offer prior to 01 September 2015 or their General shareholders meeting approves the offering plan before 01 September 2015 and certain details of such documents or plans do not correspond with the Decree No. 60/2015/ND-CP, requirements and applications shall be governed by the Decree No. 58/2012/ND-CP, the Finance Minister’s Circular No. 130/2012/TT-BTC dated 10 August 2012 on guidelines for public corporations’ stock repurchase, treasury stock sale and issuance of additional stocks and the Finance Minister’s Circular No. 204/2012/TT-BTC dated 19 November 2012 on guidelines on documents and formalities for public offering.

3. State Securities Commission, Stock Exchanges, Vietnam Securities Depository Center, public corporations securities companies, concerned organizations and individuals are responsible for enforcing this Circular.

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