Laws of Vietnam

THE CHAIRMAN OF THE STATE SECURITIES COMMISSION

DECIDES:

Article 1.- To amend and supplement a number of Articles of Circular No. 01/1998/TT-UBCK of October 13, 1998 of the State Securities Commission on the issuance of shares and bonds to the public, which guides the implementation of the Government’s Decree No. 48/1998/ND-CP of July 11, 1998 on securities and securities market.

1.1 Share includes ordinary share and preferential share, which is a type of securities issued in form of certificates or book entries, certifying the ownership right and legitimate benefits of the share owners over the assets or capital of a joint-stock company;

1.5. Share-buying right: is the right of current shareholders of a joint-stock company to buy a volume of shares in a drive of issuing ordinary shares corresponding to the percentage of shares they are holding;

1.6. Convertible bond is a type of bond which can be converted into ordinary share of the same issuing organization under definite conditions;

1.12. Right certificate: is a type of securities issued together with preferential bonds or shares, which allows its holders to buy a certain volume of ordinary shares at the pre-fixed price in a given period;

1.13. Listed company: is a joint-stock company which has its ordinary shares listed at the Securities Trading Center or Stock Exchange;

2. A listed company, when additionally issuing shares to increase its capital, apart from meeting the conditions prescribed at Points 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.8, Section II of this Circular, it shall have to satisfy the following conditions:

2.1. The additional issuance must be conducted at least 1 year after the last issuance as from the time of being granted the issuing permits;

2.2. The value of the additionally-issued shares must not exceed the value of the total circulating shares.

3. In cases where capital-increasing shares are issued together with share-buying right, bonds are issued together with the right certificates, the issuing organizations shall have to clearly state in the prospectus measures to exercise such rights, including the following contents:

3.1. Time limits for the exercise of rights;

3.2. Conversion prices and method of calculation thereof;

3.3. Other terms relating to benefits of owners of share-buying right or right certificates (if any).

1.1 Being State enterprises, joint stock companies, equitized enterprises or limited liability companies;

2. Bonds issued according to the above-mentioned Point 1 may be unsecured bonds, secured bonds, convertible bonds and bonds with right certificates.

9.1. Conditions and time limits for effecting the purchase and/or conversion;

9.2. Conversion percentage and method of calculating the purchase or conversion prices;

9.3. Method of calculating and making compensation for cases where the bond-issuing organizations fail to issue shares to meet the purchase and/or conversion right;

9.4. Other terms (if any).

1.2. A notarized copy of establishment license (or decision);

4.1. Strictly abide by the current accounting regimes of the State. The annual financial reports must be certified by an approved auditing organization;

4.3. In cases where the issuing organization possesses 50% or more of equity capital (or contributed capital) of another organization, or 50% or more of equity capital of the listed organization is held by another organization, the financial reports must include financial reports of such organization.

4.4. If the financial report is a copy, it must be affixed with the stamp "true copy of original" and the signature of the lawful representative of such organization.

1. Issuing organizations wishing to issue shares and/or bonds to the public, or listed companies wishing to issue shares must obtain issuing permits granted by the State Securities Commission. The issuing permits shall be granted to issuing organizations when such organizations:

- Meet all conditions prescribed at Points 1 and 2, Section II or Points 1 and 2, Section III of this Circular;

- Have filed the dossiers of application for issuance, as prescribed at Point 1 or Point 2, Section IV of this Circular.

- Have amended or supplemented the issuance-application dossiers as prescribed at Point 7, Section IV of this Circular (for case of amendment or supplement).

2. Announcement of the issuance: Within 5 working days as from the date of receiving the issuing permits granted by the State Securities Commission, the issuing organizations shall have to announce the issuance on five (5) consecutive issues of a central newspaper, a newspaper of the locality where they are headquartered, and the official bulletin of the securities market. The issuance announcement must contain the following major details:

- Name of the issuing organization;

- Headquarter, telephone number, fax number;

- Charter capital;

- Business objective and lines;

- Price for sale to the public;

- Types of shares or bonds;

- Total number of shares or bonds allowed to be issued to the public;

- Issuance date, issuance duration;

- Place where the prospectus shall be supplied;

- Place and duration of distribution of shares and bonds.

1. For shares and bonds allowed to be issued not under the provisions of the Government’s Decree No. 48/1998/ND-CP on securities and securities market, before being traded at the Securities Trading Centers and Stock Exchange, they must be re-registered according to the following regulations:

1.1. The issuing organizations must satisfy all conditions prescribed at Point 1, Section II of this Circular, for share-issuing organizations, or Point 1, Section III of this Circular, for bond-issuing organizations;

1.2. The issuing organizations shall have to send to the State Securities Commission the re-registration dossiers according to the provisions of Section IV of this Circular, excluding those prescribed at Points 1.1, 1.5 and 1.10 which shall be replaced with the following documents:

- Application for re-registration (according to set form);

- Share- or bond-issuing permits granted by competent bodies;

- Resolution of the shareholders’ congress approving the re-registration for share listing, or Resolution of the Management Boards (Members’ Council) approving the re-registration for bond listing.

1.3. The State Securities Commission shall reply in writing, whether or not permitting the re-registration by the issuing organizations according to the provisions at Point 2, Section V of this Circular.

8. Equity capital structure:

Article 2.- This Decision takes effect 15 days after its signing.

Article 3.- The Director of the Office, the Director of the Department for Securities Issuance Management, the heads of the units under the State Securities Commission, and issuing organizations shall, within the scope of their respective functions and tasks, have to implement this Decision.

Chairman of the State Securities Commission
NGUYEN DUC QUANG