DECISION

TO ISSUE THE REGULATION ON SECURITIES REGISTRATION

DIRECTOR OF THE VIETNAM SECURITIES DEPOSITORY

Pursuant to the Law on Securities dated June 29^th 2006 and the Law on the amendments to the Law on Securities dated November 24^th 2010;

Pursuant to the Prime Minister’s Decision No. 171/2008/QĐ-TTg dated December 18^th 2008 on the establishment of the Vietnam Securities Depository;

Pursuant to the Decision No. 1393/QĐ-BTC dated June 04^th 2009 of the Minister of Finance to issue the Charter of the Vietnam Securities Depository;

Pursuant to the Decision No. 87/2007/QĐ-BTC dated October 22^nd 2007 of the Minister of Finance to issue the Regulation on the registration, depository, clearing, and settlement of securities, and the Circular No. 43/2010/TT-BTC dated March 25^th 2010 amending the Regulation on the registration, depository, clearing, and settlement of securities;

Pursuant to the Official Dispatch No. 1181/UBCK-PTTT dated April 17^th 2012 of the State Securities Commission on the approval for the amended Charter of the Vietnam Securities Depository;

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DECIDES:

Article 1. To issue the Regulation on Securities registration together with this Decision

Article 2. This Decision takes effect on June 01^st 2012, and supersedes the Decision No. 23/QĐ-VSD dated April 22^nd 2010 of the Director of the Vietnam Securities Depository to issue the Regulation on securities registration.

Article 3. Managers of branches in Ho Chi Minh city, Managers of Administrative Department and Securities Registration Department, Department Managers of the Vietnam Securities Depository, involved organizations and individuals are responsible for the implementation of this Decision./.

DIRECTOR




Phuong Hoang Lan Huong

REGULATION

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Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Regulation deals with the order and procedure for registering and deregistering securities, adjusting securities registration, and transfer of securities ownership at the Vietnam Securities Depository (hereinafter referred to as VSD).

Article 2. Interpretation of terms

1. Identity of a securities holder means the numbers and dates of issue of unexpired papers issued by Vietnamese or foreign competent authorities to securities holder that are monitored, identified, and managed on VSD’s system.

- For Vietnamese individuals: ID number and date of issue

- Vietnamese organizations: number of the Certificate of Business registration or License for establishment and its date of issue

- For member organizations of VSD: number of the Certificate of depository member issued by VSD and its date of issue

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- Other papers accepted by VSD.

2. Valid copies mean copies notarized or authenticated by Vietnamese competent authorities.

3. Transferable securities mean the securities whose owners may transfer them freely as prescribed by law and the charter of the issuer.

4. Securities restricted from transfer mean the securities of which the owners may only transfer them after the conditions prescribed by law and the charter of the issuer are satisfied.

5. Members mean depository members and independent account holders.

Chapter II

SECURITIES REGISTRATION

Article 3. Registered securities at VSD

1. The securities registered at VSD include the securities in Clause 1 Article 14 of the Regulation on the registration, depository, clearing, and settlement of securities issued together with the Decision No. 87/2007/QĐ-BTC October 22^nd 2007 of the Minister of Finance.

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3. Issuers shall convert issued securities certificates into book-entry securities when applying for securities registration at VSD.

4. The face values of securities registered at VSD must comply with regulations of the Stock Exchanges. When applying for securities registration at VSD, if the face value is different, then the issuer shall convert it into a suitable face value to be traded at Stock Exchanges.

Article 4. Information about registered securities

1. The issuer shall provide the following information for VSD:

a) Information about the issuer:

- Full name;

- Business name, abbreviated name, English name;

- Address, phone number, fax number;

- Charter capital, actual capital;

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- Legal representative;

- Contact.

b. Information about issued securities:

- Total amount and value of issued securities;

- Total amount and value of issued amount by year type (transferable securities, securities restricted from transfer, etc.)

- The amount of securities held by foreign investors.

c. Information about the securities holder:

- Full name;

- Identity;

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- Form of ownership (individual, organization, in Vietnam, overseas);

- Position (employee, member of the Board of Directors, the State, external shareholder);

- Information about founding shareholders;

- Address;

- Email;

- Phone number;

- Information about the representative (if the securities holder is an organization): full name, identity, and nationality of the representative.

2. The issuer shall provide the following information according to the application securities registration in Article 6 and Article 10 of this Regulation.

Article 5. Applicant

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2. Unlisted public companies shall follow the procedure for securities registration at VSD via members being securities companies, except for public companies being securities companies.

3. Issuers are responsible for the accuracy, sufficiency, and legitimacy of the information provided for VSD. Securities companies being depository members shall take responsibility for relevant issues when providing advices on securities registration documents for issuers.

Article 6. Application for first securities registration

1. Application for registration of shares, fund certificates, and corporate bonds,

1.1. An application is composed of:

a. The written request for securities registration (Form 01A, 01B, 01C/ĐKCK) (02 originals);

b. The Register of securities holders (Form 02/ĐKCK) (original and soft copy) in an format decided by VSD (02 copies) enclosed with copies of the notifications sent to shareholders of the deadlines for closing the list of shareholders to apply for securities registration at VSD.

The Register of securities holders must be made at least 30 days before the application for securities registration at VSD is submitted;

c. A written request for the ticker symbol (Form 03/ĐKCK);

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e. A valid copy of the Company’s Charter/Fund’s Charter;

g. The template of the Certificate of Securities Ownership bearing the “TEMPLATE” stamp and the signature of a competent person of the issuer (03 copies);

h. The list of holders of securities restricted from transfer, specifying information about the shareholders restricted from transferring, reasons, and period of transfer restriction (if any) (02 copies);

The copy of the shareholder management contract and the record on the liquidation of the shareholder management contract (if the issuer authorizes the securities company to manage shareholders before applying for securities registration);

d. A report on the increase of charter capital enclosed with documents relating to the issuances for increasing capital;

e. The latest annual financial statement of which the actual capital is certified by auditors. Where an issuer issues additional securities to increase capital after the latest financial statement is made, is must make a report on the capital audit for such additional issuance;

k. Other documents at the request of VSD when information in the application must be clarified.

1.2. Where an issuer is not registered or listed at Stock Exchanges, the application shall include:

a. The papers in Point 1.1. Clause 1 Article 6 of this Regulation;

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c. The consultancy contract signed by the issuer and the securities company that advises on the making of the application for securities registration at VSD.

1.3. Where an issuer applies for a registration to trade on the UPCOM market, the application shall include:

a. The papers in Point 1.1. Clause 1 Article 6 of this Regulation;

b. The resolution of the General meeting of shareholders/the Board of Directors to approve the registration of transaction on the UPCOM market, and the written notification of the registration of transaction on UPCOM market according to the template provided by the Stock Exchanges

c. The consultancy contract signed by the issuer and the securities company that advises on the making of the application for securities registration.

1.4. Where an issuer applies for being listed at Stock Exchanges, the application shall include:

a. The papers in Point 1.1. Clause 1 Article 6 of this Regulation;

b. The Resolution of the General meeting of shareholders to approve the listing at Stock Exchanges;

c. A commitment to hold securities made by members of the management board and major shareholders as prescribed by current law (Form 04/ĐKCK); Where the representatives of the organization are members of the management board, the commitment must bear the signature of the representative and the seal of that organization;

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2. The application for the registration of bonds listed and traded on the exclusive Government bond market.

2.1. Where securities are issued via a bidding, the application shall include:

a. A written request for securities registration and depository made by the issuer;

b. A notification of the bidding result made by the bidding organizer

c. The list of successful bidders made by the bidding organizer, specifying the number of depository accounts and members where depository accounts are opened

d. Other documents (if any).

2.2. Where securities are issued via a guarantee or an agent, the application includes:

a. A written request for securities registration and depository made by the issuer;

b. The list of bondholders, specifying the number of depository accounts and members where depository accounts are opened;

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Article 7. Processing applications for the first securities registration

1. The VSD shall process an application for the first securities registration within 05 working days from the day on which the application is received according to the logbook of VSD (if the application is directly submitted) or according to the date stamp (if the application is sent by post).

2. If the application is complete and valid, VSD shall issue a Certificate of Securities Registration (Form 06A,06B,06C/ĐKCK) to the issuer and send a notification of the approval for securities registration to the issuer, relevant Stock Exchanges, and members (Form 07/ĐKCK). The ticker symbol shall be issued by VSD in accordance with the regulation on the issuance of ticker symbols at VSD.

3. If the application is not valid or not complete, VSD shall notify and request the issuer in writing to complete it, provide explanation, or specify the reasons for denying securities registration.

Article 8. Responsibilities of issuers when applying for securities registration

1. From the day on which the list of securities holder is closed, the issuer shall only certify the transfer of securities ownership after obtaining the approval from VSD to ensure the consistency of the application submitted to VSD.

2. Complete the application for the first securities registration at the request in writing of VSD (if any) within 60 days from the day on which VSD makes a written reply. After this deadline, the issuer shall make a new application for securities registration.

3. For the securities listed/registered at Stock Exchanges (including first and additional listing/registration), the issuer shall complete the procedure for securities registration at VSD at least 05 working days before the transaction date on the Stock Exchanges (the day on which the registration procedure is completed is identified based on the effective date of the Certificate of Securities Registration issued by VSD).

4. While submitting the application, if the identify information of shareholders of the issuer matches the information in the system of VSD, but the names, form, and nationalities of shareholders are different, the issuer shall verify the information in accordance with Clause 1 Article 19 of this Regulation.

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6. Right after VSD accept the first securities registration, the issuer shall sign a service contract with VSD (Form 05/ĐKCK).

7. Issuers shall pay securities registration fees as prescribed.

Article 9. Adjustment of the Certificate of Securities Registration

VSD shall adjust the Certificate of Securities Registration in the following cases:

a. The issuer applies for additional securities registration.

b. The issuer reduces the amount of registered securities

c. The issuer changes its name.

Article 10. Application for the adjustment of the Certificate of Securities Registration

1. For additional securities registration

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a. A written request for the adjustment of the Certificate of Securities Registration on account of additional registration (Form 08A/ĐKCK);

b. The list of holders of the undeposited additional securities (the original and soft copy in a format decided by VSD) (Form 02/ĐKCK);

c. The revised company’s charter/fund’s charter;

d. The template of the Certificate of Securities Ownership bearing the “TEMPLATE” stamp and signature of a competent person of the issuer (03 copies) (if this template is different from the template in application for the first registration);

e. The list of holders of securities restricted from transfer, specifying the information about the shareholders restricted from transferring, the reasons and period of transfer restriction (if any)

g. Other documents at the request of VSD when information in the application must be clarified.

When applying for additional registration of the securities publicly offered when exercising the call option, paying dividend by shares/bonus shares, converting convertible bonds, or securities offered exclusively or offered to employees, the issuer shall submit the following documents:

h. The Resolution of the General meeting of shareholders of the issuer (a valid copy or a copy bearing the seal of the issuer) on approving the issuance, the method of rounding shares or dealing with odd-lot and leftover shares; the Resolution of the Board of Directors on handling leftover shares.

i. The report on the issuance result sent to the State Securities Commission;

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l. The written confirmation of the excess money for buying securities in the escrow account at the bank where the issuer opens its account, or an audited report on the increase of capital by additional issuance (applicable to additional issuance when exercising the call option, exclusive offer, or offer to employees);

When applying for additional registration of securities put up for auction, the issuer shall submit the certification of the auction result made by the auction organizer, specifying the total amount and value of sold shares and money received.

1.2. The application for additional registration of bonds listed and traded on the exclusive Government bond market on account of major issuance:

a. The written request for the registration and depository of bonds made by the issuer;

b. The notification of the bidding result, the list of successful bidders made by the bidding organizer, specifying the number of depository accounts and members where depository accounts are opened (if securities are issued through bidding);

c. The list of bondholders, specifying the number of depository accounts and members where depository accounts are opened (if securities are issued under guarantee).

1.3. The application for additional registration of bonds listed and traded on the exclusive Government bond market when swapping bonds:

a. The notification of bond swap result and the request for canceling the registration of swapped bonds, and the request for the registration and depository of replacing bonds of the issuer;

b. The list of holders of swapped bonds.

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2.1. The application for a decrease in amount of registered securities includes:

a. The written request for the adjustment of the Certificate of Securities Registration on account of a decrease in amount of registered securities (Form 08B/ĐKCK);

b. A valid copy of the Resolution of the General meeting of shareholders on approving the decrease in charter capital and the Certificate of Business registration indicating the decrease in charter capital;

c. Other relevant documents (if any).

2.2. After the issuer decreases the amount of registered securities, VSD shall withdraw securities in accordance with the Regulation on securities depository and reissue the Certificate of Securities Registration to the issuer.

3. Adjustment when the issuer changes its name.

The application for the change of the issuer’s name on the Certificate of Securities Registration includes:

a. A written request for the adjustment of the Certificate of Securities Registration (Form 08C/ĐKCK);

b. A copy of the Resolution/Decision of the General meeting of shareholders to change the company’s name;

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d. A valid copy of the certification made by competent authorities of the change of the seal;

e. Other relevant documents (if any).

Article 11. Processing the application for the adjustment of the Certificate of Securities Registration

1. The application for the adjustment of the Certificate of Securities Registration on account of additional registration and decrease in amount of registered securities shall be processed by VSD within 05 working days; the application for the adjustment of the Certificate of Securities Registration when the issuer changes its name shall be examined within 01 working day from the day on which the application is received according to the logbook of VSD (if the application is submitted directly) or according to the date stamp (if the application is sent by post).

2. If the application is valid, VSD shall issue an adjusted Certificate of Securities Registration (Form 09A, 09B, 09C/ĐKCK) to the issuer and send written notifications of this adjustment (Form 10A, 10B, 10C/ĐKCK) to the issue, relevant Stock Exchanges, and members.

3. If the application is not valid or not complete, VSD shall notify and request the issuer in writing to complete it, provide justification, or specify the reasons for refusing to adjust the Certificate of Securities Registration.

Article 12. Securities deregistration

VSD shall cancel securities registration in the cases in Clause 1 Article 19 of the Regulation on the registration, depository, clearing, and settlement of securities issued together with the Decision No. 87/2007/QĐ-BTC October 22^nd 2007 of the Minister of Finance.

Article 13. Application for the deregistration of securities

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a. The written request for the deregistration of securities (Form 11/ĐKCK);

b. Legal documents relating to the expiration of securities of the issuer;

c. The decision on delisting/deregistration made by the Stock Exchange (if securities were listed/registered);

d. Other documents (if any).

2. The application for securities deregistration when the issuer is not qualified as a public company or an issuer that is not a public company voluntarily deregister securities includes:

a. The written request for the deregistration of securities (Form 11/ĐKCK);

b. The Resolution of the General meeting of shareholders to deregister securities (a copy bearing the seal of the issuer);

c. The documents proving that the issuer is not qualified as a public company;

d. The decision on delisting/deregistration made by the Stock Exchange (if securities were listed/registered);

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3. Deregistering Government bonds and guaranteed Government bonds that are listed and traded on the exclusive Government bond market:

The issuer is exempt from filing an application for deregistration when bonds expire and the procedure shall be followed in accordance with the written agreement between VSD and the issuer.

4. When deregistering shares swapped after a merger, VSD shall automatically deregister them according to the Decision on deregistration made by a relevant Stock Exchange, the notice of the right to swap shares of the issuer that has swapped shares, and the application for additional registration of shares issued for swapping made by the issuer that issues additional shares for swapping

Article 14. Processing the application for the securities deregistration

1. The deadline for processing an application for securities deregistration is 05 working days from the day on which the application is received according to the logbook of VSD (if the application is directly submitted) or according to the date stamp (if the application is sent by post).

2. Within 01 working day after approving the securities deregistration, VSD shall send notifications of the securities deregistration - form 12A/ĐKCK to the issuer and the notification of the securities deregistration - form 12B/ĐKCK to relevant Stock Exchanges and members.

3. When deregistering mature bonds and convertible bonds, CSD shall notify the deadline for paying interest and principal of such bonds to the issuer, relevant Stock Exchanges, and members, specifying the deregistration of expired bonds. The last registration date is 10 the working days before the maturity day, and the deregistration date is the working day on which the bonds mature. Where the maturity date is a weekend or public holiday, the deregistration date shall be the day preceding the maturity date.

4. VSD shall make and send the list of securities holders after deregistering them at the request of the issuer (if any) or competent authorities as prescribed by law.

Article 15. Registration procedure applicable to issuers that switch over to another Stock Exchange

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2. Issuers shall decide the first trading day at the new Stock Exchange provided that day is at least 3 working days later than the last trading day at the old Stock Exchange.

3. Within 03 working days before the last trading day at the old Stock Exchange, the issuer shall submit the following documents to VSD:

a. The notification of the change of the Stock Exchange, specifying the information about the deregistration/delisting date and the last trading date at the old Stock Exchange and the intended first trading day at the new Stock Exchange, requesting VSD to complete the procedure for registration, depositary, and clearing relating to this change;

b. A copy of the decision to approve the delisting/notification of the deregistration and the notification of the delisting/deregistration date and the last trading date at the old Stock Exchange;

c. A copy of the decision to approve the listing/notification of the registration at the new Stock Exchange and the notification of the official first trading date at the new Stock Exchange;

d. The documents in Point 1.4.c and 1.4.d Clause 1 Article 6 of this Regulation (when the issuer switches over from the UPCOM market to the market listed at Stock Exchanges)

r. Other documents (if any).

4. Within 02 working days from the day on which the complete and valid application is received according to the logbook at VSD (if the application is submitted directly) or according to the date stamp (if the application is sent by post), VSD shall handle the application and notify the issuers and relevant members.

Article 16. Registration procedure applicable to the issuers applied for securities registration at VSD and listing/registration at Stock Exchanges

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2. Within 03 working days from the day on which the Stock Exchange officially makes a decision to approve the listing/registration, the issuer shall send VSD a notification of the registration/listing at the Stock Exchange, and submit the papers in Point 1.3.b Clause 1 Article 6 of this Regulation (when registering on the UPCOM market) or the papers in Point 1.4.c and 1.4.d Clause 1 Article 6 of this Regulation (when listing at Stock Exchanges).

3. Within 02 working days from the day on which the complete and valid application is received according to the logbook at VSD (if the application is submitted directly) or according to the date stamp (if the application is sent by post), VSD shall handle the application and notify the issuers and relevant members.

Chapter III

MANAGEMENT AND ADJUSTMENT OF REGISTRATION INFORMATION

Article 17. Adjustments of registration information

VSD shall adjust information at requests of issuers when information about registered securities is changed as prescribed in Article 4 of this Regulation.

Article 18. MANAGEMENT AND ADJUSTMENT OF REGISTRATION INFORMATION

1. Within 01 working day from the day on which information about the issuer is changed as prescribed in Point a Clause 1 Article 4 of this Regulation, the issuer shall send and application for adjustment of information about the issuer to VSD.

2. The application of adjustment of information about the issuer includes:

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b. Documents relating to the change of information about the issuer (Resolution of the General meeting of shareholders, Resolution of the Board of Directors, adjusted Certificate of Business registration, etc.).

3. VSD shall adjust information and notify the issuer within 01 working day from the day on which the complete and valid application is received.

Article 19. Management and adjustment of information about securities holders

1. Management of information about securities holders

1.1. Information of securities holders on VSD’s system is solely based on the identity provided by the issuer or member.

1.2. While applying for securities registration and exercising rights, if names, identity information, types and nationalities of securities holders provided by the issuer are already available on VSD’s system, VSD shall use the existing information to monitor and manage securities holders on the system.

1.3. Where the identity of securities holders provided by the issuer matches the information on VSD’s system, but the names, types, or nationalities of securities holders are different from those on VSD’ system, the issuer shall send a written confirmation of the information about securities holders at the request of VSD.

- When the issuer sends a written confirmation of the information about securities holders, VSD shall adjust the information on VSD’s system and notify the adjustments to other issuers of which securities are held by those investors (if those securities are not deposited) and the depository members where those securities holders open their depository accounts.

- If the accuracy of the information about securities holders is not confirmed, the issuers shall request VSD in writing to monitor and make adjustments after accurate information is obtained.

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a. A securities holder residing overseas that adopted both foreign nationality and Vietnamese nationality (the passport issued by Vietnam is unexpired) shall be registered as an Vietnamese investor and allowed to use the unexpired passport issued by Vietnamese competent authorities as an identity paper when registering the ownership.

b. The securities holder that chooses to use the foreign nationality instead of Vietnamese nationality shall register the trading code with VSD according to the Regulation on issuance of securities trading codes promulgated by VSD, and shall not switch to the Vietnamese nationality from then on;

c. Where a securities holder who was registered as a foreigner on the list of securities holders, which has been submitted to VSD, wishes to be registered as a Vietnamese individual, he shall apply for an information adjustment at the VSD according to this Regulation, and shall not use the trading code and the depository account issued previously (if any).

2. Application for the adjustment of information about securities holders

When an error in information about a securities holder is found as prescribed in Point c Clause 1 Article 4 of this Regulation, the issuer shall send an application for the adjustment of information about such securities holder to VSD. The application includes:

a. The written request for information adjustment made by the securities holder (Form 13A/ĐKCK) (the original or a copy bearing the seal of the issuer);

b. The written request for the adjustment of information about the securities holder made by the issuer (Form 13B/ĐKCK);

c. Relevant identity papers (valid copies or copies bearing the seal of the issuer);

d. Written notifications sent to the issuer and VSD of the selection of the Vietnamese nationality, promising not to change the nationality from then on, requesting to use the passport as an identity paper (if the securities holder wishes to take the Vietnamese nationality as prescribed in Point 1.4.c Clause 1 of this Article);

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3. Within 02 working days from the day on which the complete and valid application is received, VSD shall adjust information about the securities holder, send a written confirmation to the issuer and notifications of these adjustments to other issuers of which securities are held by such investor (if securities are not deposited) and the depository members where such investor opened his or her depository account.

Article 20. Adjustment of information about types of securities

1. The application for the conversion from securities restricted transferred to transferable securities and vice versa includes:

a. The written request for conversion of securities (Form 14/ĐKCK);

b. The Resolution of the General meeting of shareholders/ Board of Directors on approving the securities conversion (if relevant laws or the company’s charter permits) (a valid copy or a copy bearing the seal of the issuer);

c. Other supporting documents (if any).

2. Within 02 working days from the day on which the complete and valid application is received, VSD shall convert securities, send a written confirmation to the issuer relevant depository members (Form 15/ĐKCK).

Article 21. Correction of errors in amount of held securities

1. VSD shall correct the errors in amount of securities held by an investor in the following cases:

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These errors shall be corrected at VSD within 30 days from the issuance date of the Certificate of Securities Registration After this deadline, VSD is entitled to refuse to transfer securities ownership, except for special cases decided by the Director of VSD.

1.2. The securities holder has not registered the change of the ID number or an error is made while updating information after exercising the rights that causes the issuer to provide different ID numbers of the same securities holder in the system.

2. The application for correction of errors in amount of held securities:

2.1. When errors are made when the issuer fails update the transfers made by investors on the Securities register of VSD before the list is closed, the application shall include:

a. The written request for adjustment of securities ownership made by the issuer, specifying the reasons and responsibility for this adjustment;

b. The written request for the adjustment of securities ownership made by the securities holder;

c. The securities transfer contract/Certificate of transfer made by parties and certified by the issuer (a valid copy or a copy bearing the seal of the issuer);

d. Relevant identity papers (valid copies or copies bearing the seal of the issuer);

e. Certificates of securities ownership of investors involved (copies bearing the seal of the issuer);

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2.2. When errors are made because an investor has multiple ID numbers, the application shall include:

a. The written request for information adjustment of securities ownership made by the issuer, specifying the reasons and responsibility for this adjustment;

b. The written request for the adjustment of information made by investors involved (Form 13B/ĐKCK);

c. Relevant identity papers (valid copies or copies bearing the seal of the issuer);

d. Certificates of securities ownership of investors (copies bearing the seal of the issuer);

e. Relevant documents (if any).

3. VSD shall correct errors in amount of securities held by investors and send written confirmation to the issuer within 03 working days from the day on which the complete and valid application is received.

Article 22. Adjustment of information about ownership when transferring the right to represent state capital:

1. The application for the adjustment of information about ownership when transferring the right to represent state capital includes:

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b. The Decision of the governing body on the transfer of the right to represent state capital at the enterprise;

c. A copy of the Record on the transfer of state capital between the state capital representative of the transferor and the transferee;

d. Relevant documents (if any).

2. VSD shall adjust information about ownership and send a written confirmation to the issuer within 03 working days from the day on which the complete and valid application is received.

Article 23. Rejecting adjustments of information about registered securities

1. VSD shall reject the applications for information adjustments prescribed in Article 18, 19, 20, 21 and 22 if such applications are not enclosed with proving documents, those documents are not express, or the information adjustments are not conformable with law.

2. VSD shall make written replies and provide explanations if rejections are made

Chapter IV

TRANSFER OF SECURITIES OWNERSHIP

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1. Holders of securities that have been registered at VSD but have not been deposited wishing to transfer their ownership shall apply for securities depository at VSD to make transaction via the system of Stock Exchanges.

2. The transfer of ownership of securities deposited and traded via the transaction system of Stock Exchanges shall be made by VSD by making account transfers by book entries among depository accounts of members or customers at VSD to make payments as prescribed in the Regulation on clearing securities at VSD.

Article 25. Transfer of ownership of listed/registered securities that are not trade via the system of Stock Exchanges

1. VSD shall transfer the ownership of securities without using the system of Stock Exchanges in the cases prescribed in Point b Clause 1 Article 4 of the Circular No. 43/2010/TT-BTC dated March 25^th 2010 amending the Regulation on the registration, depository, clearing, and settlement of securities issued together with the Decision No. 87/2007/QĐ-BTC.

2. VSD shall transfer ownership by making account transfers by book entries among depository accounts of members/customers and/or adjusting the logbook on VSD’s system.

Article 26. Transferring the ownership of securities registered, deposited at VSD without being listed/registered at Stock Exchanges

Guidance on the transfer of ownership of securities registered, deposited at VSD without being listed/registered at Stock Exchanges shall be provided by VSD after The State Securities Commission grants an approval.

Article 27. Transfer of ownership on account of securities donation

The application for the transfer of ownership on account of securities donation includes:

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2. A written request for the transfer of securities ownership of made by the giver (Form 16A/ĐKCK) enclosed with identity papers of the giver (valid copies or copies bearing the seal of the issuer/member).

3. The notarized securities donation contract.

4. Documents proving the payment of personal income tax according to the Circular No. 84/2008/TT-BTC dated September 30^th 2008 of the Ministry of Finance (Personal income tax payment notice certified by tax authorities and written certification of payment to the State budget) if the transferor is an individual).

5. A request for securities transfer, a written notice, issued by the member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the ownership transfer

6. Documents proving the information provision, applicable to the subjects that must provide information when transferring securities prescribed in the Law on Securities.

7. Relevant documents (if any).

Article 28. Transfer of ownership on account of inheritance

The application for the transfer of ownership on account of inheritance includes:

1. The written request for the transfer of securities ownership made by the inheritor or their representative (Form 16B/ĐKCK) enclosed with valid copies of the inheritor’s papers and the Death Certificate of the giver.

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3. Inheritance according to the testament:

a. A valid copy of the Testament as prescribed by law;

b. The written decision on division of inheritance if the testament does not specify the amount of securities.

4. Inheritance according to law:

a. The statement of the inheritor about the relationship with the giver, specifying information about his or her relationship with the giver (spouse, birth parent, foster parent, birth child, adopted child, etc.) and the commitment on the accuracy on the information provided in the statement, and responsibility before law for any dispute that arises;

b. Valid copies of documents proving the relationship in the statement (marriage certificate, birth certificate, family record, death certificate, etc.);

c. A valid copy of the written agreement on the division of inheritance (if many people are entitled to the inheritance)/declaration of inheritance (if only one person is entitled to the inheritance) which is certified by a notary or competent authority;

d. A valid copy of the written rejection of inheritance (if the person entitled to the inheritance reject the inheritance)/written delegation of inheritance (if the persons entitled to the inheritance authorize delegate it to other people) which is certified by a notary or competent authority;

e. The certification of the guardian or legal representative if the inheritor is a minor,

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6. Relevant documents (if any).

Article 29. Transfer of ownership when trading odd-lot securities as prescribed by the laws on securities and securities market

1. Where a securities company buys odd-lot securities from customers

The documentation and procedure for transferring the ownership of odd-lot securities bought by securities companies from their customers shall comply with the Regulation on securities depository issued by the Director of VSD.

2. Where issuers buy odd-lot shares from shareholders to form treasury stocks.

2.1. The documentation for transferring the ownership when the issuer buys odd-lot shares from the investor as treasury stocks includes:

a. A written request made by the issuer for the transfer of securities ownership due to the purchase of odd-lot securities, specifying the information relating to the transferor, transferee and the amount of transferred securities.

b. The application for the transfer of ownership of odd lot securities made by the transferor (Form 16C/ĐKCK);

c. A request for securities transfer made by the depository member where the transferor opens its account;

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2.2. VSD shall process the application for securities ownership within 02 working days from the day on which the complete and valid application is received according to the logbook of VSD (if the application is submitted directly) or the date stamp (if the application is sent by post).

2.3. Within 01 working day after the transfer of securities ownership, VSD shall send written confirmations of ownership to relevant parties.

Article 30. Transfer of ownership when issuers withdraw, repurchase preference shares from employees when their labor contracts are terminated, and use them as treasury stocks/bonus shares for employees.

1. Article 30. Transfer of ownership issuers withdraw, repurchase preference shares from employees when their labor contracts are terminated, and use them as treasury stocks/bonus shares for employees.

2. The application for the transfer of ownership on account of repurchase/withdrawal of preference shares from resigned employees includes:

a. A written request made by the issuer for the transfer of ownership from resigned employees to the issuer, specifying and reasons and responsibility for disputes over the withdrawal/repurchase;

b. The company’s charter or Resolution of the General meeting of shareholders on approving the issuance of securities to employees that allows the withdrawal/repurchase of shares from resigned employees (a valid copy or a copy bearing the seal of the issuer);

c. The list of employees eligible for buying preference shares and the amount of preference shares approved by the General meeting of shareholders/the Board of Directors (a valid copy or a copy bearing the seal of the issuer);

d. The resignation made by the employee (a valid copy or a copy bearing the seal of the issuer) and written confirmation of the payment for the withdrawal/repurchase of shares from the resigned employee;

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g. A request for securities transfer, a written notice, issued by the member where the resigned employees open their accounts, confirming the balance of the employees' depository accounts, and a commitment to freeze the account during the transfer of ownership. If securities are not deposited, the issuer shall withdraw the Certificate of Securities Ownership of the holder and submit a copy bearing the seal of the issuer to VSD;

h. Relevant documents (if any).

Article 31. Transfer of ownership when the Trade Union repurchases shares from resigned employees for using as bonus for employees

The application for the transfer of ownership when the Trade Union repurchases shares from resigned employees:

1. A written request made by the issuer for the transfer of ownership from resigned employees to the Trade Union.

2. The Charter or Resolution of the General meeting of shareholders on approving the plan for issuing shares to employees, which allows the Trade Union to repurchase shares from resigned employees (a valid copy or a copy bearing the seal of the issuer);

3. A list of employees eligible for buying preference shares and the amount of preference shares approved by the General meeting of shareholders/the Board of Directors (a valid copy or a copy bearing the seal of the issuer);

4. The Resolution of the Trade Union on approving the repurchase of stock and the money for repurchasing (a valid copy or a copy bearing the seal of the issuer) and documents certifying the payment for repurchase of stock to employees concerned.

5. The Decision made by the Board of Directors/Director to allow the Trade Union to extract the payment for repurchase of stock from resigned employees from the welfare fund, and the Resolution of the employees’ convention on the approval for the use of the welfare fund and the repurchase of shares from resigned employees (if the Trade Union makes the repurchase using the welfare fund) (valid copies or copies bearing the seal of the issuer).

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7. A request for securities transfer, a written notice, issued by the member where the resigned employees open their accounts, confirming the balance of the employees' depository accounts, and a commitment to freeze the account during the transfer of ownership. If securities are not deposited, the issuer shall withdraw the Certificate of Securities Ownership of the holder and submit a copy bearing the seal of the issuer to VSD;

8. Enclosed documents (if any).

Article 32. Transfer of ownership when the issuer uses treasury stocks to reward/distribute/resell to employees at preferential prices

The application for the transfer of ownership when the issuer rewards/distributes/sells treasury stocks to employees at preferential prices:

1. A written request for the transfer of ownership of treasury stocks to employees (Form 16A/ĐKCK).

2. The Resolution of the General meeting of shareholders on approving use of treasury stocks to reward/distribute/sell to employees (a valid copy or a copy bearing the seal of the issuer)/

3. The Resolution of the General meeting of shareholders on issuing the Regulation on the reward/distribution/sale of shares, specifying the criteria for rewarding/distributing/selling shares to employees (a valid copy or a copy bearing the seal of the issuer).

4. A list of employees eligible for the reward/distribution/purchase of shares, approved by the General meeting of shareholders/the Board of Directors (a valid copy or a copy bearing the seal of the issuer);

5. Documents proving the submission of the application to the State Securities Commission.

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7. A request for securities transfer, a written notice, issued by the member where the issuer opens its account, confirming the balance of the issuer's depository account, and a commitment to freeze the account during the transfer of ownership.

8. Enclosed documents (if any).

Article 33. Transfer of ownership from the Trade Union to employees

1. VSD shall transfer the ownership from the Trade Union to employees in the following cases:

a. The Trade Union uses their budget to purchase shares according to the issuance plan of the issuer to award/redistribute shares to employees at preferential prices.

a. The Trade Union uses their budget to repurchase shares issued to employees that have resigned, or odd-lot shares, remaining shares in the additional issuance at preferential prices according to the Decisions of the Board of Directors to award/redistribute shares to employees at preferential prices.

2. The application for the transfer of ownership from the Trade Union to employees is composed of:

a. The written request for the transfer of securities ownership made by the issuer;

b. The written request for the transfer of ownership from the Trade Union to employees (Form 16A/ĐKCK).

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d. The Resolution of the General meeting of shareholders on the repurchase of shares for awarding/redistributing them to employees at preferential prices, specifying the budget for the repurchase and the use of receipts when redistributing shares to employees (a valid copy or a copy bearing the seal of the issuer). If the Trade Union buys shares form the welfare fund, it is required to provide a valid copy of the Decision of the Board of Directors/Director to allow the Trade Union to use the welfare fund to pay for shares, and the Resolution of the Employee Convention to allow the Trade Union to use the welfare fund and buy shares.

e. The Regulation on the use of shares bought by the Trade Union to pay bonus to employees, specifying the criteria, prices, and quantity (a valid copy or a copy bearing the seal of the issuer).

g. A request for securities transfer, a written notice, issued by the member where the Trade Union open its account, confirming the balance of the Trade Union's depository account, and a commitment to freeze the account during the transfer of ownership.

h. Enclosed documents (if any).

Article 34. Transfer of securities ownership of founding shareholders during the period of transfer restriction

The application for the transfer of securities ownership of founding shareholders during the period of transfer restriction is composed of:

1. A written request made by the issuer for the transfer of securities ownership of founding shareholders, specifying the information relating to the transferor, transferee and the amount of securities transferred.

2. A written request for the transfer of securities ownership of made by the transferors (Form 16A/ĐKCK) enclosed with valid copies of ID papers of the transferors.

3. The Charter or Resolution of the General meeting of shareholders on allowing founding shareholders to transfer their shares (a valid copy or a copy bearing the seal of the issuer);

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5. Documents of the State Securities Commission or relevant Stock Exchanges on prices agreed by parties (if any);

6. Documents proving the payment of personal income tax according to the Circular No. 84/2008/TT-BTC dated September 30th 2008 of the Ministry of Finance (Personal income tax declaration certified by tax authorities and written certification of payment to the State budget) (if the transferor is an individual).

7. A request for securities transfer, a written notice, provided by the Member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the ownership transfer.

8. Relevant documents (if any).

Article 35. Transfer of ownership when the issuer replaces its strategic shareholders during the period of transfer restriction

The application for the transfer of ownership when the issuer replaces its strategic shareholders during the period of transfer restriction:

1. A written request made by the issuer for the transfer of securities ownership;

2. Written requests made by both parties for the transfer of ownership (Form 16A/ĐKCK) enclosed with valid copies of ID papers of both parties;

3. The Resolution of the General meeting of shareholders on approving the replacement of strategic shareholders (a valid copy or copies bearing the seal of the issuer);

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5. A request for securities transfer, a written notice, issued by the Member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the ownership transfer

6. Enclosed documents (if any).

Article 36. Transfer of ownership between an entrusting investor and an asset management company and vice versa, and among asset management companies.

1. Transfer of ownership between an entrusting investor and an asset management company.

1.1. VSD shall transfer the ownership of securities from an entrusting investor to the asset management company when the asset management company is assigned to manage the investment portfolio.

The application for the transfer of ownership submitted to VSD is composed of:

a. A written request made by both parties for the transfer of ownership (Form 16A/ĐKCK).

b. Identity papers of both parties (valid copies or copies bearing the seal of the Member);

c. The entrustment contract signed by the investor and the asset management company, specifying the quantity of securities entrusted by the investor to the asset management company, the entrustment period, and conditions for termination of entrustment, etc. (a valid copy);

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e. Other relevant documents (if any).

2. Transfer of ownership between an asset management company and an entrusted investor, or among asset management companies

1.1. VSD shall transfer the ownership of entrusted securities from an asset management company to an entrusting investor or to another asset management company when both parties terminate the contract to manage the investment portfolio or the asset management company is dissolved or bankrupt and has to return assets to the entrusting investor, or the investor terminates the entrustment contract and appoint another asset management company to manage asset portfolio.

2.2. The application for the transfer of ownership submitted to VSD is composed of:

a. A written request made by both party for the transfer of ownership (Form 16A/ĐKCK) and valid copies of ID papers of both parties;

b. The asset portfolio of the of the entrusting investor, certified by the depository bank;

c. The entrustment contract and the record on the finalization of the entrustment contract signed by the investor and the asset management company, specifying the quantity of entrusted securities transferred to the investor by the asset management company if the entrustment contract is terminated (valid copies);

d. The entrustment contract, the record on the finalization of the entrustment contract signed with the old asset management company, specifying the quantity of entrusted securities transferred to the investor by the asset management company, and a copy of the entrustment contract with the new asset management company, specifying the quantity of Clause entrusted by the investor, if the portfolio is moved to another asset management company (valid copies);

e. The entrustment contract, the record on the finalization of the entrustment contract, and legal documents relating to the dissolution and bankruptcy, if the asset management company is dissolved or bankrupt and has to return assets to entrusting investors (valid copies);

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h. Relevant documents (if any).

Article 37. Transfer of ownership according to Court’s decisions

1. VSD shall transfer securities ownership according to Court’s decisions as an involved organization that has to implement such decisions, and absolved from the responsibility for arising disputes or damage relating to Court’s decisions.

2. The application for the transfer of securities ownership according to a Court’s decision is composed of:

a. A written request made by both parties for the transfer of ownership (Form 16A/ĐKCK) enclosed with valid copies of ID papers of both parties;

b. The decision or judgment of the Court enclosed with documents relating to the case (valid copies);

c. The Decision made by the enforcement agency (a valid copy) if the implementation of such decision or judgment is enforced;

d. A request for the transfer securities and written confirmations, provided by relevant Members, about the balance of the transferors’ depository accounts;

e. Other documents (if any).

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The application for the transfer of ownership on account of the division, merger, or amalgamation of an enterprise, or restructuring of the financial management mechanism is composed of:

1. The written request sent to VSD by the issuer for the transfer of securities ownership;

2. A written request made by both parties for the transfer of ownership (Form 16A/ĐKCK) enclosed with valid copies of ID papers of both parties;

3. Legal documents relating to the division, merger, or amalgamation of the enterprise, or restructuring of the financial management mechanism (valid copies).

4. The record on the division of assets between both parties (a valid copy).

5. The Resolution of the General meeting of shareholders on the division, merger, and amalgamation of enterprises of relevant parties (a valid copy or a copy bearing the seal of the issuer).

6. A request for securities transfer, a written notice, issued by the Member where the transferor open its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the transfer of ownership.

7. Enclosed documents (if any).

Article 39. Transfer of ownership when contributing shares to enterprises

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1. A written request made by both parties for the transfer of securities ownership (Form 16A/ĐKCK) enclosed with valid copies of papers of both parties;

2. The Charter/Resolution of the General meeting of shareholders or Decision of the Member assembly (a copy bearing the seal of the issuer) of the contributed enterprise, specifying the approval for the contribution of shares;

3. The Resolution of the General meeting of shareholders or Decision of the Board of Directors or Decision of the Member assembly (a copy bearing the seal of the issuer) of the contributor on the contribution (if the contributor is a legal entity), specifying the shares contributed;

4. A request for securities transfer, a written notice, issued by the member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the transfer of ownership.

5. Enclosed documents (if any).

Article 40. Transfer of ownership when state capital is up for auction

The application for the transfer of ownership when state capital is up for auction is composed of:

1. The written request sent to VSD by the issuer for the transfer of securities ownership;

2. The list of transferors and transferees, specifying the quantity of securities transferred and assets traded, and the place where trading accounts are opened (Form 17/ĐKCK);

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4. A request for securities transfer, a written notice, issued by the member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the transfer of ownership.

5. Enclosed documents (if any).

Article 41. Transfer of ownership when making public purchase offer

1. After the State Securities Commission approves the public purchase offer via the system of VSD, the securities company appointed as public purchase agent shall send a dossier to VSD, comprising:

a. The notice of the appointment as a public purchase agent, specifying information about the public purchase offer, specifying the information about of the organization or individual that makes the purchase offer (full name, ID number, depository account number), the quantity of securities purchased (specifying the method/ratio of calculation when the sale exceeds the purchase), the offered purchase price, purchase time, and remittance time (Form 18/ĐKCK);

b. The written approval made by the State Securities Commission for the open purchase offer via VSD’s system (a copy);

c. The application for the purchase offer sent to the State Securities Commission (a copy).

2. Within 03 working days from the deadline for applying for the open purchase offer, according to the offer to sell securities made by investors, certified by depository members where they open their depository account, the agent shall collect and send written confirmations about the purchased securities and the amount of money being paid, and notify the depository account numbers of purchasers to relevant depository members and request such depository members to apply for the transfer of securities.

3. Within 05 working days from the deadline for applying for making the open purchase offer, the agent shall send VSD a request for a cash payment of the securities purchased (Form 19/ĐKCK) enclosed with the list of investors that sell securities (Form 20/ĐKCK) and remit the payments to the account for securities purchase of VSD.

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a. The request for securities transfer, a written notice, issued by the depository member where the transferor opens its account, confirming the balance of the transferor's depository account, and a commitment to freeze the account during the transfer of ownership.

b. The written commitments made by the issuers to deduct personal income tax when receiving the payment (if the sellers are individuals) and account numbers.

5. Within 02 working day after all documents are received, VSD shall send money and securities to relevant parties. The payment and transfer of securities ownership shall be done in the same day by VSD.

6. Relevant depository members shall make payments to selling investors and transfer securities to buying investors. Remittance fees shall be paid by depository members. Depository members of the buyers and sellers shall deduct personal income tax in accordance with the Circular No. 84/2008/TT-BTC dated September 30^th 2008 of the Ministry of Finance and pay the fee for transferring ownership via the transaction system as prescribed in section 1, Article 3 of the Circular No. 27/2010/TT-BTC dated February 26^th 2010 of the Ministry of Finance.

7. If the open purchase offer is cancelled, the purchase agent shall send VSD a written notification of this cancellation enclosed with the written approval given by the State Securities Commission.

8. If a public offer to purchase the remaining securities is made after the deadline for applying for open purchase offer prescribed in Point b Clause 8.7 and Clause 8.8 Article 8 Part II of the Circular No. 194/2009/TT-BTC, relevant parties shall follow the procedure prescribed in Clauses 2, 3, 4, 5, and 6 of this Article.

Article 42. Processing applications for transfer of securities ownership

1. VSD shall process the application for the transfer of securities ownership within 05 working days from the day on which the complete and valid application is received according to the logbook of VSD (if the application is submitted directly) or the date stamp (if the application is sent by post), except for the transfer of ownership of odd-lot securities prescribed in Clause 1 Article 29 and open purchase offer prescribed in Article 41 of this Regulation).

2. Within 01 working day after the transfer of securities ownership, VSD shall send written confirmations of the transfer of ownership to relevant parties.

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Chapter V

IMPLEMENTATION

Article 43. Implementation

1. Relevant parties shall contact VSD if they have difficulties during the implementation of this Regulation for guidance and settlement.

2. The amendments to this Regulation shall be decided by the Director of VSD after obtaining the approval of the State Securities Commission.