DECISION

PROMULGATING REGULATIONS ON LISTING OF SECURITIES ON HO CHI MINH STOCK EXCHANGE

THE PRESIDENT & CEO OF HO CHI MINH STOCK EXCHANGE

Pursuant to the Law on securities No. 70/2006/QH11 dated June 29, 2006 and the Law on amendments to the Law on securities No. 62/2010/QH12 dated November 24, 2010;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated June 26, 2015 on amendments to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

Pursuant to the Circular No. 229/2012/TT-BTC dated December 27, 2012 of the Minister of Finance providing guidance on creation and management of exchange-traded funds;

Pursuant to the Circular No. 202/2015/TT-BTC dated December 18, 2015 of the Minister of Finance providing guidance on listing of securities on stock exchanges;

Pursuant to the Circular No. 29/2017/TT-BTC dated April 12, 2017 providing amendments to the Circular No. 202/2015/TT-BTC of the Minister of Finance providing guidance on listing of securities on stock exchanges;

Pursuant to the Charter on organization and operation of Ho Chi Minh Stock Exchange issued together with the Decision No. 2399/QD-BTC dated November 21, 2017 of the Minister of Finance;

Pursuant to the Official Dispatch No. 1102/UBCK-PTTT dated February 09, 2018 of the State Securities Commission of Vietnam giving approval for the promulgation of Regulations on listing of securities on Ho Chi Minh Stock Exchange;

Pursuant to the Resolution No. 02/NQ-HDQT dated March 14, 2018 of the Board of Directors of Ho Chi Minh Stock Exchange approving Regulations on listing of securities on Ho Chi Minh Stock Exchange;

At the request of the Director of the Listing & Disclosure Department,

HEREBY DECIDES:

Article 1. Regulations on listing of securities on Ho Chi Minh Stock Exchange are issued together with this Decision.

Article 2. This Decision comes into force from the date on which it is signed and supersedes the Decision No. 346/QD-SGDHCM dated August 23, 2016 on promulgation of Regulations on listing of securities on Ho Chi Minh Stock Exchange.

Article 3. The Director of the Listing & Disclosure Department, Directors of Departments/Divisions affiliated to Ho Chi Minh Stock Exchange, and relevant units and organizations shall implement this Decision./.

REGULATIONS

ON LISTING OF SECURITIES ON HO CHI MINH STOCK EXCHANGE
(Enclosed with the Decision No. 85/QD-SGDHCM dated March 19, 2018 of the President & CEO of Ho Chi Minh Stock Exchange)

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This document provides regulations on listing registration, supervision of satisfaction of listing requirements and actions against violations relating to securities listed on Ho Chi Minh Stock Exchange (hereinafter referred to as “HOSE”) for the purposes of ensuring the transparency of market and the compliance with laws and regulations on securities and securities market.

Article 2. Regulated entities

This document applies to:
1. Organizations that apply for listing and those listed on HOSE;

2. Authorized participants and other organizations that provide services relating the process of raising capital, creation and management of exchange-traded funds (ETFs)/investment funds or securities investment companies listed/ applying for listing on HOSE;

3. Other organizations and individuals concerned.

Article 3. Definitions and abbreviations

1. SSC: State Securities Commission of Vietnam

2. HOSE: Ho Chi Minh Stock Exchange

3. Listing date: the date on which a security is first listed on HOSE according to the listing approval decision.

4. Effective date of the change of listing: the date specified in the Decision on approval for the change of listing on HOSE.

5. Listing: the acceptance of a qualifying security for trading over HOSE.

6. Listed securities: shares, bonds, certificates of closed-end public funds (including securities investment funds and real estate investment funds, etc.), shares of public securities investment companies and other securities which are accepted for listing on HOSE.

7. Listing registration: the act of following necessary procedures for listing and trading of qualifying securities on HOSE.

8. Change of listing: the act of following necessary procedures for change of the volume of securities listed on HOSE.

9. Delisting: the suspension of trading in securities listed on HOSE.

10. Applicants for listing: issuers/ fund management companies that apply for listing of their securities on HOSE.

11. Listed enterprise: an organization whose securities are listed on HOSE.

12. Stock split: the division of a share into multiple shares with a face value reduced according to the corresponding ratio.

13. Reverse stock split: the consolidation of existing shares into one share with a face value increased according to the corresponding ratio.

14. ETF: Exchange-traded fund.

15. ETF certificate: a type of securities certifying an investor’s ownership of a portion of capital of the ETF.

16. Fund certificate: a type of securities certifying an investor’s ownership of a portion of capital of a public fund (including fund certificates of securities investment funds/ real estate investment funds/ ETFs).

17. Investment funds mentioned in this document are closed-end public securities and real estate investment funds listed/ applying for listing.

18. Securities investment companies mentioned in this document are public securities investment companies and public real estate securities investment companies listed/ applying for listing.

19. Fund management companies: fund management companies that manage ETFs/ investment funds or securities investment companies listed/ applying for listing.

20. Custodian bank: a depository bank that provides depositing services and supervises fund management companies managing ETFs/ investment funds or securities investment companies.

21. Tracking error (TE): the difference between the net asset value (NAV) of an ETF and its benchmark. The highest ETF tracking error stipulated by HOSE is 10%.

22. Decree No. 58/2012/ND-CP: The Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities

23. Decree No. 60/2015/ND-CP: The Government’s Decree No. 60/2015/ND-CP dated June 26, 2015 providing amendments to Decree No. 58/2012/ND-CP dated July 20, 2012;

24. Circular No. 202/2015/TT-BTC: The Circular No. 202/2015/TT-BTC dated December 18, 2015 of the Minister of Finance providing guidance on listing of securities on stock exchanges.

25. Circular No. 155/2015/TT-BTC: The Circular No. 155/2015/TT-BTC dated October 06, 2015 of the Minister of Finance providing guidance on disclosure of information on securities market.

26. Circular No. 229/2012/TT-BTC: The Circular No. 229/2012/TT-BTC dated December 27, 2012 of the Minister of Finance providing guidance on creation and management of exchange-traded funds.

27. Circular No. 29/2017/TT-BTC: The Circular No. 29/2017/TT-BTC dated April 12, 2017 of the Minister of Finance providing amendments to the Circular No. 202/2015/TT-BTC.

Chapter II

SECTION 1. LISTING REGISTRATION

Article 4. Listing requirements

1. Requirements for listing of securities (excluding ETF certificates) on HOSE shall conform to Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

1.1. Information and figures in the documents and prospectus relating to financial statements must be conformable with audited financial statements prescribed in Clause 3 Article 3 of Circular No. 202/2015/TT-BTC as amended in Point a Clause 1 Article 1 of Circular No. 29/2017/TT-BTC.

1.2. Listing requirements to be satisfied by acquiring enterprises on HOSE as prescribed in Clauses 4 and 5 Article 5 of Circular No. 202/2015/TT-BTC also include the criteria “the enterprise must operate for at least two (02) years as a joint-stock company before the application for listing” (except state enterprises that apply for both equitization and listing) and “structure of shareholders”.

1.3. The return on equity (ROE) shall be considered based on the beginning and ending "average owner's equity" balances recorded in audited financial statements. The criterion ROE is also provided for in Clause 4 Article 3 of the Circular No. 202/2015/TT-BTC as amended in Point b Clause 1 Article 1 of the Circular No. 29/2017/TT-BTC.

1.4. The criterion “the enterprise must attain a minimum ROE at 5% in the last year” shall be considered on the basis of the latest audited financial statements. The criterion “profitable business” shall be considered on the basis of the enterprise’s audited financial statements of the last two (02) years. The criteria “the enterprise must incur no accumulated losses” and “the enterprise incurs no debts more than one (01) year overdue” shall be considered on the basis of the latest audited financial statements.

1.5. If an applicant for listing has subsidiaries or acts as a superior accounting unit that has inferior accounting units, the criteria ““the enterprise must attain a minimum ROE at 5% in the latest year”, “profitable business” and “the enterprise must incur no accumulated losses” shall be considered according to consolidated financial statements/ general financial statements; only the parent company or the superior accounting unit is required to satisfy the criterion “the enterprise incurs no debts more than one (01) year overdue”.

1.6. Individual shareholders or institutional shareholders whose ownership representatives hold the position of Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant must meet the commitment to hold shares by internal shareholders specified in Point dd Clause 1 Article 53 of Decree No. 58/2012/ND-CP. The holders of equivalent positions as specified in Points c, d Clause 5 Article 2 of Circular No. 155/2015/TT-BTC are also required to fulfill this requirement.

1.7. If the listing is changed from Hanoi Stock Exchange (HNX) to HOSE, internal shareholders and majority shareholders related to internal shareholders as prescribed in Point dd Clause 1 Article 53 of Decree No. 58/2012/ND-CP must continue fulfilling all commitment to hold shares made when listing of securities on HNX as prescribed in Point d Clause 1 Article 54 of Decree No. 58/2012/ND-CP if such commitments are still effective.

If the commitments to listing on HNX expire, these shareholders must not make new commitment to hold shares.

1.8. A listed enterprise may change the listing of its stocks from HNX to HOSE, or vice versa, if such change is approved by its General Meeting of Shareholders as regulated in the Law on enterprises and it meets all of listing requirements set forth by the Stock Exchange to which the listing is moved.

2. Requirements for listing of ETF certificates on HOSE shall conform to Article 53 of Decree No. 58/2012/ND-CP as amended in Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

2.1. ETF certificates to be listed must be issued by the ETF that has obtained the Certificate of establishment registration from SSC.

2.2. There are at least two (02) authorized participants and one (01) of them is the trading member of HOSE.

2.3. The application for listing of ETF certificates must be sufficient and valid as prescribed in Article 5 hereof.

Article 5. Application for listing

1. Application for listing of securities on HOSE shall conform to regulations in Article 57 of Decree No. 58/2012/ND-CP, Clause 18 Article 1 of Decree No. 60/2015/ND-CP, Clause 2 Article 3, Clauses 1, 7 and 8, Article 9 of Circular No. 202/2015/TT-BTC, and other documents prescribed in Appendix 1 enclosed herewith.

2. The prospectus included in the application for listing must be prepared according to Appendixes 2, 3 and 4 of Circular No. 202/2015/TT-BTC of which Appendix 2 has been amended in Circular No. 29/2017/TT-BTC, and meet the following requirements:

2.1 The prospectus must be sufficiently enclosed with appendixes as regulated;

2.2 It must sufficiently bear signatures of Chairperson of the Board of Directors, Director (General Director), head of Board of Supervisors and Chief Accountant (Chief Financial Officer) of the applicant for listing and legal representative of the consulting firm, and other responsible persons (if any). If a person is authorized to sign the prospectus, the power of attorney must be submitted as regulated;

2.3 In case the General Meeting of Shareholders of the applicant for listing has approved the Resolution on issuance of additional shares for raising capital/ paying dividends/ increasing share capital by using its owner’s equity, issuance or bonds and/or convertible bonds, or payment of cash dividends, the listed prospectus must include information about these issues.

2.4 The applicant for listing must determine the expected price of listed securities on the first trading day on HOSE by adopting the pricing methods specified in the listed prospectus before HOSE issues the listing approval decision;

2.5 Determination of the expected price on the first trading day of securities which are listed/ registered for trading over HNX but changed to HOSE before the listing approval decision is issued by HOSE shall not be required. The listed prospectus must include at least the following pricing methods, the book value method and the weighted average price of at least the last twenty (20) trading sessions before delisting/registration for trading over HNX;

2.6 Prospectuses of real estate investment funds and real estate securities investment companies must contain information about real estate management companies and independent valuation firms, including: Full name, abbreviated name, establishment license number (enclosed with the copy thereof), headquarters, telephone, fax, website, operating duration (if any), experience in real estate valuation (enclosed with the agreement signed between the fund management company and the valuation firm), experience of the real estate management company in management and operation of the real estate which must be conformable with investment objectives of the Fund/ real estate investment company (enclosed with the agreement signed between the fund management company and the real estate management company).

3. The legitimate copy of the enterprise registration certificate must include the appendix on business lines of the applicant for listing.

4. The shareholder register must be made in 01 month before the date of submission of application for listing and updated in a sufficient and valid manner to ensure the satisfaction of shareholders’ structure requirement as regulated. The shareholder register must include the following information: full name of shareholder, ID number (or number of Citizen’s Identity Card/ enterprise registration certificate), representative, ID number (or number of Citizen’s Identity Card) of the representative, shareholder’s address, and his/her/its holding.

5. The applicant for listing shall prepare its Charter by referring to templates of charters of public companies.

6. Financial statements of the applicant for listing of the latest two (02) years must meet the following requirements:

6.1. The financial statements must include the balance sheet, income statement, cash flow statement and notes to financial statements, and comply with current regulations on accounting and auditing;

6.2. If the applicant for listing is a parent company or a superior accounting unit that has its inferior accounting units, both financial statements of the parent company/ superior accounting unit and consolidated financial statements/ general financial statements as regulated by the Law on accounting shall be submitted;

6.3. Annual financial statements, consolidated annual financial statements, if the applicant for listing is a parent company, and general annual financial statements, if the applicant for listing is a superior accounting unit that has its inferior accounting units, must be audited by independent audit firms approved by SSC and bear signatures of auditors approved by SSC;

6.4. The auditor’s opinions about financial statements must be unqualified opinions. If a financial statement bears qualified opinion, exceptions must not relate to the owner’s equity (except qualified opinions about the failure to complete the transfer of state capital at a state enterprise which is equitized), paid-in charter capital and other material items affecting the satisfaction of listing requirements such as cash, inventory, fixed assets, accounts receivable and payable, and other exceptions due to failure to consolidate subsidiaries;

6.5. If a financial statement bears qualified opinion with exceptions of items other than those specified in Point 6.4 Clause 6 of this Article, the applicant for listing must provide written explanations which must be reasonable and certified by the audit firm in terms of effects of such exceptions;

6.6. If the interval between the end of the accounting period covered by the latest financial statements and the date of submission of a sufficient and valid application to HOSE is longer than ninety (90) days, the applicant for listing must prepare and submit additional financial statements covering the period up to the latest month or quarter;

6.7. If an application is submitted after the deadline for publishing information about reviewed half-year financial statements of a large-scale public company, the applicant for listing must submit the half-year financial statements reviewed by an approved audit firm;

6.8. If the modification of an application results in failure to submit it within the time limit for publishing information about annual financial statements, reviewed half-year financial statements, or quarterly financial statements, the applicant for listing must additionally submit the financial statements covering the period up to the latest accounting period according to regulations on publishing of information about financial statements of listed enterprises;

6.9. If the applicant for listing issues additional shares for raising its capital after the end of the accounting period of the latest audited financial statements, it must submit the audit report on capital raised from such issue;

6.10. If a copy of the financial statement is submitted, it must be certified by a competent notary public or by the audit firm (for an audited or reviewed financial statement) or by the applicant for listing (for an unaudited or unreviewed financial statement);

6.11. HOSE may request the applicant for listing to obtain an audit or review of its interim financial statements where necessary.

7. If an applicant for listing engages in conditional business sectors the approval from regulatory authorities of which is required by law when following listing procedures, the application for listing must also include written approvals for listing from sector regulatory authorities.

8. If an application for listing includes documents issued/promulgated/approved by regulatory authorities, certified copies of such documents shall be submitted.

9. If there are any events occurring in the course of appraisal of an application for listing and affecting the organizational structure, holders of key positions, business operations, assets, financial status, structure of shareholders and other important aspects of the applicant for listing, the applicant for listing must modify its submitted application.

10. One (01) original written set of the application for listing in Vietnamese (either original documents or legitimate copies thereof) and one (01) additional set in electronic format shall be submitted.

11. After receiving a complete application, HOSE shall consider and appraise the received application, and request the applicant for listing/ fund management company in writing to make changes or modification of its application if necessary. The date of receipt of an application shall be the date on which HOSE receives a complete and valid application.

Article 6. Listing registration procedures

1. The receipt, examination and appraisal of applications for listing as well as the issuance of decisions on approval for listing of securities on HOSE shall conform to regulations set forth in Appendix 2 enclosed herewith. HOSE shall send written requests for opinions from SSC or relevant authorities where necessary and only consider giving approval for listing after receiving responses from relevant authorities.

2. The time limit for processing an application for listing shall exclude the periods of time for modifying the application and getting opinions from relevant authorities.

3. Within ten (10) business days (in case of applications for listing of ETF certificates) or thirty (30) business days (in case of applications for listing of other securities) from the receipt of a complete and valid application for listing, HOSE shall give a written document approving the listing or requesting for completion of the application before giving an official approval. If an application is refused, HOSE shall specify reasons in writing.

4. Over six (06) months from the date on which the application modification is requested in writing, if the applicant for listing/ fund management company fails to complete the application as requested, HOSE shall suspend processing of that application.

5. With regard to ETFs, investment funds and securities investment companies, within thirty (30) days from the effective date of the certificate of fund establishment registration or the license for establishment and operation of securities investment company, the fund management company or the Board of Directors of the securities investment company is required to prepare and submit a complete application for listing of fund certificates/ shares to HOSE.

Article 7. Completing procedures for official trading on HOSE

Within ninety (90) days from the date on which the listing approval decision is signed, the listed enterprise/ fund management company must complete all procedures for placing securities in trading on HOSE according to regulations laid down in Appendix 2 enclosed herewith. Over the above-mentioned deadline, the listing approval decision issued by HOSE shall automatically lose its effect as regulated in Clause 11 Article 9 of Circular No. 202/2015/TT-BTC.

SECTION 2. REGISTRATION OF SECURITIES LISTING BY CONSOLIDATED ENTERPRISES

Article 8. Listing requirements

1. If consolidating enterprises all are listed on HOSE, the consolidated enterprise is required to meet the listing requirements in Points a, c, d, dd and e Clause 1 Article 53 of Decree No. 58/2012/ND-CP and attain a positive ROE. To be specific:

1.1. It must be a joint-stock company that has a paid-in charter capital, at the date of listing registration, of VND 120 billion or more as recorded in its accounting book;

1.2. Any debts that members of the Board of Directors, Board of Supervisors, Director (General Director), Deputy Director (Deputy General Director), Chief Accounting, majority shareholders and related persons owed to the consolidated enterprise must be publicly announced;

1.3. At least three hundred (300) shareholders other than majority shareholders of the consolidated enterprise must hold a minimum of 20% of its voting shares, except state enterprises converted into joint-stock companies as decided by the Prime Minister;

1.4. Individual shareholders or institutional shareholders whose ownership representatives hold the position of member of the Board of Directors or the Board of Supervisors, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant and majority shareholders who are considered related persons of members of the Board of Directors or the Board of Supervisors, Director (General Director), Deputy Director (Deputy General Director) and Chief Accountant must commit to hold 100% of their owned shares for 06 months from the listing date and 50% of their owned shares for a period of the next 06 months, excluding state-owned shares of which ownership is represented by these persons;

1.5. A complete and valid application for listing of shares is submitted.

2. If the consolidation involves an enterprise listed on HOSE and the one not listed on HOSE (including those listed on HNX), the consolidated enterprise can apply for listing on HOSE if it satisfies all of listing requirements in Points a, c, d, dd and e Clause 1 Article 53 of the Decree No. 58/2012/ND-CP and attains a minimum ROE at 5%.

3. If all of consolidating enterprises are not yet listed on HOSE, the consolidated enterprise can apply for listing on HOSE upon its satisfaction of requirements in Clause 1 Article 53 of Decree No. 58/2012/ND-CP.

4. If the consolidation as prescribed in Clause 1, 2 or 3 of this Article involves a partially state-owned enterprise and after consolidation, the State holds 80% or more of charter capital of the consolidated enterprise, listing requirements to be satisfied shall conform to Clause 1, 2 and 3 of this Article, except the shareholders’ structure prescribed in Point d Clause 1 Article 53 of Decree No. 58/2012/ND-CP.

5. If the consolidation involves an enterprise that is subject to the compulsory delisting as regulated in Points h, k, l and m Clause 1 Article 60 of Decree No. 58/2012/ND-CP, the consolidated enterprise is allowed to apply for listing upon its satisfaction of requirements for listing of securities on HOSE in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

6. Listing of bonds issued by a consolidated enterprise shall comply with Clause 2 Article 53 of Decree No. 58/2012/ND-CP; listing of fund certificates issued by a public fund that is established from the consolidation of funds shall comply with Clause 3 Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

7. The satisfaction of listing requirements shall be considered according to Article 4 hereof.

Article 9. Application for listing

An application for listing of shares submitted by a consolidated enterprise shall conform to Clause 2 Article 9 of Circular No. 202/2015/TT-BTC as amended in Point a Clause 6 Article 1 of Circular No. 29/2017/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

Article 10. Procedures for listing registration and official trading on HOSE

1. Procedures for listing registration and official trading on HOSE shall comply with Article 6 and Article 7 hereof.

2. A listed enterprise is required to carry out procedures for delisting according to HOSE’s regulations before entering into any consolidation.

3. Within six (06) months from the issue date of the enterprise registration certificate, the consolidated enterprise that meets listing requirements in Clauses 1, 2 Article 8 hereof must complete procedures for submitting a complete and valid application for listing on HOSE. If the consolidated enterprise fails to complete such procedures within the said time limit, it must complete application procedures for trading through the Upcom within the following six (06) months.

SECTION 3. REGISTRATION OF SECURITIES LISTING BY ACQUIRING ENTERPRISES

Article 11. Listing requirements

1. If the acquiring enterprise and the acquired enterprise(s) all are listed on HOSE, after the merger, the acquiring enterprise shall carry out procedures for changes to listing on these conditions:

1.1. Before the merger, the acquiring enterprise and acquired enterprise(s) attained positive ROE; or

1.2. After the merger, the acquiring enterprise attains a positive ROE or a ROE higher than its ROE in the year immediately preceding the year in which the merger occurs;

1.3. If requirements in Point 1.1 or Point 1.2 of this Clause are not met, the acquiring enterprise can only apply for listing of its additionally issued shares on HOSE one (01) year after obtaining a new enterprise registration certificate.

2. If the acquiring enterprise is listed on HOSE but one or more of the acquired enterprises are not yet listed on HOSE (whether it (they) is (are) listed on HNX or not), after the merger, the acquiring enterprise can apply for changes to the listing on these conditions:

2.1. Before the merger, the acquiring enterprise and the acquired enterprise(s) that are listed on HOSE attained a positive ROE and the acquired enterprise(s) that is (are) not yet listed on HOSE meet(s) all of requirements in Point b Clause 1 Article 53 of the Decree No. 58/2012/ND-CP, except the criterion that the type of enterprise is a joint-stock enterprise; or

2.2. After the merger, the acquiring enterprise attains a minimum ROE at 5% or a ROE which must be positive and higher than its ROE in the year immediately preceding the year in which the merger occurs;

2.3. If requirements in Point 2.1 or Point 2.2 of this Clause are not met and the additional issuance of shares for swap does not result in an increase in the paid-in charter capital by more than 50% (compared with that before issuance), the acquiring enterprise can only apply for listing of its additionally issued shares on HOSE one (01) year after obtaining a new enterprise registration certificate.

3. In case the acquiring enterprise, after completing the merger as prescribed in Clause 2 of this Article, does not meet requirements in Points 2.1 and 2.2 Clause 2 of this Article and the additional issuance of shares for swap results in an increase in the paid-in charter capital by more than 50% (compared with that before issuance), within six (06) months from the issue date of the new enterprise registration certificate, if the acquiring enterprise does not submit an application for changes to listing or its application is refused, its shares shall be compulsorily delisted.

4. If the acquiring enterprise is not listed on HOSE, it must fulfill requirements in Clause 1 Article 53 of Decree No. 58/2012/ND-CP after the merger. The minimum period of two (02) years of operation as a joint-stock company thereof shall count upon the establishment of the acquiring enterprise.

5. If the merger as prescribed in Clauses 1, 2 and 4 of this Article involves a partially state-owned enterprise and after the merger, the State holds 80% or more of charter capital of the acquiring enterprise, listing requirements to be satisfied shall conform to Clauses 1, 2 and 4 of this Article, except the shareholders’ structure prescribed in Point d Clause 1 Article 53 of Decree No. 58/2012/ND-CP.

6. If the merger involves an enterprise that is subject to the compulsory delisting as regulated in Points h, k, l and m Clause 1 Article 60 of Decree No. 58/2012/ND-CP, the acquiring enterprise is allowed to apply for listing/ changes to listing upon its satisfaction of requirements for listing of securities on HOSE in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP. The minimum period of two (02) years of operation as a joint-stock company thereof shall count upon the establishment of the acquiring enterprise.

7. Listing of bonds by an acquiring enterprise shall abide by Clause 2 Article 53 of Decree No. 58/2012/ND-CP;

8. Listing of fund certificates by a public fund after the merger shall abide by Clause 3 Article 53 of Decree No. 58/2012/ND-CP as amended in Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

Article 12. Application for listing

1. An application for listing of shares submitted by an acquiring enterprise shall conform to Clause 3 Article 9 of Circular No. 202/2015/TT-BTC as amended in Point b Clause 6 Article 1 of Circular No. 29/2017/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

2. An application for listing of bonds submitted by an acquiring enterprise shall conform to Clause 7 Article 9 of Circular No. 202/2015/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

3. An application for listing of fund certificates submitted by a public fund after the merger shall conform to Clause 8 Article 9 of Circular No. 202/2015/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

Article 13. Procedures for listing registration and official trading on HOSE

1. Listing of shares by acquiring enterprises:

1.1. If the acquiring enterprise and acquired enterprise(s) all are listed on HOSE or the acquiring enterprise is listed on HOSE but acquired enterprise(s) is (are) not listed on HOSE, the acquiring enterprise shall follow application procedures for changes to listing in Article 20 hereof. Time limits for submission and consideration of application are as follows:

a) Within thirty (30) days from the receipt of a complete and valid application, HOSE shall issue a decision on approval for changes to listing. If an application is refused, HOSE shall specify reasons in writing.

b) Within one (01) month from the issue date of a new enterprise registration certificate, the acquiring enterprise that meets requirements in Point 1.1 Clause 1 Article 11 hereof must apply for changes to listing.

c) Within six (06) months from the issue date of a new enterprise registration certificate, the acquiring enterprise that meets requirements in Point 1.2 Clause 1 and Point 2.2 Clause 2 Article 11 hereof must apply for changes to listing.

d) Within one (01) month from the issue date of a new enterprise registration certificate, the acquiring enterprise that meets requirements in Point 2.1 Clause 2 Article 11 hereof must apply for changes to listing.

e) Within one (01) month following one (01) year after the issue date of a new enterprise registration certificate, the acquiring enterprise that meets requirements in Point 1.3 Clause 1 and Point 2.3 Clause 2 Article 11 hereof must apply for changes to listing.

1.2. If the acquiring enterprise is not yet listed on HOSE, it shall abide by Article 6 and Article 7 hereof.

2. Listing of bonds by an acquiring enterprise and listing of fund certificates by a public fund after the merger shall abide by Article 6 and Article 7 hereof.

SECTION 4. LISTING OF STOCKS ISSUED BY A LISTED ENTERPRISE FOR SWAP FOR STOCKS OR STAKES IN OTHER ENTERPRISES OR DEBT CONVERSION WITH CREDITORS

Article 14. Listing requirements

1. A listed enterprise is allowed to apply for additional listing of stocks issued for swap if it attains a minimum ROE at 05% after the swap.

2. If the listed enterprise does not meet the requirement in Clause 1 of this Article:

2.1. If the additional issuance of shares for swap does not result in an increase in the paid-in charter capital by more than 50% (compared to that before issuance), additionally issued shares shall only be eligible for additional listing one (01) year after the completion of the swap.

2.2. If the additional issuance of shares for swap results in an increase in the paid-in charter capital by more than 50% (compared to that before issuance), shares issued by the listed enterprise after the swap shall be compulsorily delisted.

3. If an enterprise that is subject to the compulsory delisting as regulated in Points h, k, l and m Clause 1 Article 60 of Decree No. 58/2012/ND-CP enters into the issuance of shares for swap, the listed enterprise is, after the swap, allowed to apply for changes to listing upon its satisfaction of requirements for listing of securities on HOSE in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP.

Article 15. Application for listing

An application for listing submitted by a listed enterprise that performs a stock swap shall conform to Clause 4 and Clause 5 Article 9 of Circular No. 202/2015/TT-BTC and include the documents specified in Appendix 1 enclosed herewith.

Article 16. Procedures for listing registration and official trading on HOSE

The listed enterprise that issues shares for swap as prescribed in Clause 1 and Point 2.1 Clause 2 Article 14 hereof shall follow the procedures for changes to listing in Article 20 hereof. The time limit for processing of an application is provided for as follows:

1. Within thirty (30) days from the receipt of a complete and valid application, HOSE shall issue a decision on approval for changes to listing. If an application is refused, HOSE shall specify reasons in writing.

2. Within six (06) months from the completion of the swap, the listed enterprise that performs the stock swap and meets requirements in Clause 1 Article 14 hereof must submit an application for changes to listing for listing of shares additionally issued for swap.

3. Within one (01) month following one (01) year after the completion of the swap, the listed enterprise that performs the stock swap and meets requirements in Point 2.1 Clause 2 Article 14 hereof must submit an application for changes to listing for listing of shares additionally issued for swap.

Chapter III

CHANGES TO LISTING

Article 17. Cases of changes to listing

1. A listed enterprise performs a stock split, reverse stock split or bonus issue or offers additional shares for increasing its share capital by using the owner's equity or offers share purchase rights to existing shareholders for increasing its charter capital;

2. An investment fund issues additional fund certificates to existing investors by offering rights to purchase fund certificates or for paying out yields to investors by fund certificates.

3. A listed enterprise does a private placement, secondary or subsequent offerings or issues shares to an employee stock ownership plan (ESOP);

4. A listed enterprise is partially divided or acts as an acquirer in an acquisition transaction;

5. A listed enterprise converts bonds into shares/ repurchases bonds before maturity but is not subject to delisting as regulated in Point a Clause 1 Article 60 of Decree No. 58/2012/ND-CP;

6. A listed enterprise issues shares for swap for shares or stakes in other enterprises or debt conversion with a creditor.

7. ETF certificates are additionally issued/ redeemed through an exchange.

8. A listed enterprise makes a capital reduction as regulated in Point a Clause 5 Article 111 of the Law on enterprises in 2014 but is not subject to compulsory delisting after the capital reduction as regulated in Clause 1 Article 60 of Decree No. 58/2012/ND-CP as amended in Clauses 20 and 24 Article 1 of Decree No. 60/2015/ND-CP.

9. Changes to listing are also made in other cases where the volume of securities listed on HOSE is changed.

Article 18. Application for changes to listing

1. An application for changes to listing on HOSE shall conform to Clause 2 Article 59 of Circular No. 58/2012/ND-CP, Clause 19 Article 1 of Decree No. 60/2015/ND-CP and Appendix 1 enclosed herewith.

2. One (01) original written set of the application for changes to listing (either original documents or legitimate copies thereof) and one (01) additional set in electronic format shall be submitted.

3. In case of bonus issue or offering of additional shares for increasing the share capital by using the owner's equity or to an ESOP, the listed enterprise is required to apply for changes to listing within fifteen (15) days from the date on which it receives a notice of issuance results from SSC.

4. In case of public offerings or private placement, except offering of shares for swap in an acquisition transaction as prescribed in Article 11 hereof and stock swap as prescribed in Article 14 hereof, the listed enterprise is required to apply for changes to listing within thirty (30) days from the completion of the public offering or private placement.

5. With regard to investment funds/securities investment companies, within thirty (30) days from the effective date of the modified certificate of fund establishment registration or the modified license for establishment and operation of securities investment company, the fund management company or the Board of Directors of the securities investment company is required to prepare and submit a complete application for changes to listing of fund certificates/ shares to HOSE.

Article 19. Procedures for stock split/ reverse stock split

1. Within twenty-four (24) hours after the General Meeting of Shareholders issues a decision on stock split/ reverse stock split, the listed enterprise must publish relevant information as regulated and submit required reports to SSC and HOSE.

2. The listed enterprise shall publish the record date of its stock split/ reverse stock split according to Regulations on information disclosure on HOSE, notify it to HOSE and publish information about that stock split/ reverse stock split on a national newspapers and through methods of delivering information adopted by the listed enterprise.

3. Two (02) business days before the record date specified in Clause 2 of this Article, HOSE shall suspend trading of shares used in the stock split/ reverse stock split.

4. Within ten (10) business days from the record date, the listed enterprise is responsible for completing its stock split/ reverse stock split and carrying out procedures for changes to listing on HOSE as prescribed in Article 18 and Article 20 hereof.

Article 20. Procedures for changes to listing

1. Within three (03) business days from the receipt of a complete and valid application for changes to listing, HOSE shall issue decision on approval for changes to listing. If an application is refused, HOSE shall specify reasons in writing.

2. Within three (03) business days from the receipt of an application for changes to listing which is not yet sufficient and/or valid, HOSE shall request the listed enterprise (the applicant) in writing to complete its application. Within three (03) business days after the application is modified and completed by the listed enterprise/ fund management company as requested, HOSE shall issue a decision on approval for changes to listing. If an application is refused, HOSE shall specify reasons in writing.

3. Within five (05) business days after HOSE issues a decision on approval for changes to listing:

3.1. The listed enterprise/ fund management company must pay relevant service charges to HOSE as regulated.

3.2. If there is an increase in the volume of listed securities, the listed enterprise/fund management company must carry out the registration of trading day of newly listed securities (provided the new trading day is not sooner than the 06th day after the date of submission of application to HOSE or later than the 30th day after the issuance of the Decision on approval for changes to listing) and complete procedures for trading of newly listed securities.

3.3. The listed enterprise/fund management company must carry out procedures for registration of official trading day for the entire increased volume of listed securities. If newly listed securities are restricted, the official trading day falls on a day after the end of restriction period.

4. HOSE shall announce the trade resumption date (in case of stock split, reverse stock split or partial division of enterprise) or the official trading day of newly listed securities (in case the listed enterprise acts as an acquirer in an acquisition transaction) or delisting date of reduced volume of securities (in case of decrease in listed securities) at the request of the listed enterprise.

5. In case of application for changes to listing of ETF certificates (increase/decrease) after an exchange, within one (01) business day from the receipt of notification of the volume of ETF certificates additionally registered/withdrawn after an exchange from Vietnam Securities Depository (VSD), HOSE shall publicly announce the increased/decreased volume of listed ETF certificates after that exchange.

Chapter IV

LISTED ENTERPRISES/ FUND MANAGEMENT COMPANIES FACING PUBLIC CENSURE, SECURITIES SUBJECT TO WARNINGS, CONTROL, SPECIAL CONTROL OR TRADING SUSPENSION

Article 21. Listed enterprises/ fund management companies facing public censure

1. A listed enterprise/fund management company shall be publicly censured for its non-compliance with information disclosure rules thrice or more during a year.

2. HOSE shall publish information about the decision on public censure in the case specified in Clause 1 of this Article.

3. The listed enterprise/ fund management company is required to provide reasonable explanation and take appropriate remedial actions, and publish information at the request of HOSE.

Article 22. Securities subject to warnings

1. Cases in which securities are subject to warnings:

1.1 With regard to shares and bonds:

a) The paid-in charter capital of an enterprise that has shares or bonds listed falls below VND 120 billion as expressed in its latest financial statements;

b) After-tax profit in the fiscal year expressed in the enterprise's audited financial statements is a negative balance (with due account taken of the auditor’s qualified opinions). If the listed enterprise is a superior accounting unit that has inferior accounting units, the after-tax profit shall be determined according to its general financial statements. If the listed enterprise has subsidiaries, profits after tax earned by shareholders of the parent company as expressed in the consolidated financial statements shall be considered;

c) Undistributed after-tax profit expressed in the enterprise's audited financial statements is a negative balance (accumulated losses) (with due account taken of the auditor’s qualified opinions). If the listed enterprise is a superior accounting unit that has inferior accounting units, the accumulated losses shall be determined according to its general financial statements. If the listed enterprise has subsidiaries, the accumulated losses shall be determined according to its consolidated financial statements;

d) The listed enterprise suspends or is requested to suspend its main business operations for three (03) months or longer;

e) The listed enterprise submits its audited annual financial statements or reviewed half-year financial statements more than fifteen (15) business days late after the prescribed deadline for information disclosure.

f) The listed enterprise fails to comply with information disclosure rules 04 times or more during a year;

g) Stocks have not been traded within the past six (06) months;

h) Warning is given in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

1.2 With regard to closed-end fund certificates and shares of securities investment companies:

a) Fund management company/ securities investment company fails to comply with information disclosure rules 04 times or more during a year;

b) A securities investment company has its stocks not been traded within the past six (06) months;

c) Warning is given in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

1.3 With regard to ETF certificates:

a) TE continuously exceeds 80% of the highest TE stipulated by HOSE (but is not higher than this highest TE stipulated by HOSE) for 03 months.

b) The fund management company fails to comply with information disclosure rules 04 times or more during a year.

c) The NAV of an ETF falls below VND 10 billion for a month;

d) The criterion "There are at least two (02) authorized participants and one (01) of them is the trading member of HOSE” has not yet been fulfilled for a month;

e) Warning is given in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC;

f) The company in charge of managing ETF is dissolved, declared bankrupt or has its license for establishment and operation revoked but the ETF’s board of representatives has yet to establish a replacement;

g) The ETF’s custodian bank is dissolved or declared bankrupt, unilaterally terminates the signed custodial agreement or the signed custodial agreement is terminated at the request of the fund management company, or has its certificate of registration of securities depository services revoked but the fund management company has yet to establish a replacement;

h) Warning is given in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

2. HOSE shall impose warning sign and publicly announce relevant information in cases specified in Clause 1 of this Article.

3. The listed enterprise/ fund management company that is subject to warnings must provide reasonable explanation, take remedial measures and publish information at the request of HOSE.

4. Release of securities from warning status:

4.1 HOSE shall consider releasing securities from the warning status and remove the warning sign if the listed enterprise/fund management company has completely rectified mistakes causing the warning status;

4.2 The warning sign imposed on securities which are given warnings as regulated in Paragraphs a, b and c Point 1.1 Clause 1 of this Article shall be removed on the basis of reviewed quarterly/half-year financial statements or audited annual financial statements. In case a listed enterprise has its securities put into the warning status as regulated in Paragraph c Point 1.1 Clause 1 of this Article and has offset its accumulated losses by capital surplus or other funding sources as regulated by current laws, one (01) year after dealing with losses (according to reviewed half-year financial statements or audited annual financial statements with notes of dealing with accumulated losses), the warning sign imposed on its securities may be removed if its business is profitable as recorded in its audited financial statements in the following year which must be given unqualified opinions by the auditor;

4.3 The removal of warning sign imposed on securities which are subject to warning as regulated in Paragraphs e and f Point 1.1 or Paragraph 1 Point 1.2 or Paragraph b Point 1.3 Clause 1 of this Article shall be considered if the listed enterprise/ fund management company/ securities investment company does not violate information disclosure rules for a minimum period of six (06) months from the issue date of warning notice.

5. HOSE may consider maintaining the imposition of warning on securities of a listed enterprise if deeming it necessary to protect investors.

6. HOSE shall publish information about the release of securities from the warning status.

Article 23. Controlled securities

1. Cases in which securities are placed under control:

1.1 With regard to shares and bonds:

a) In case prescribed in Paragraph a Point 1.1 Clause 1 Article 22 hereof, securities shall be placed under control if the paid-in charter capital of the enterprise that has shares or bonds listed falls below VND 120 billion as recorded in the financial statements of the following period;

b) In case prescribed in Paragraph b and Paragraph c Point 1.1 Clause 1 Article 22 hereof, securities shall be placed under control when the after-tax profit shown in the enterprise’s audited financial statements of the following year is a negative balance (with due account taken of the auditor’s qualified opinions). If the listed enterprise is a superior accounting unit that has inferior accounting units, the after-tax profit shall be determined according to its general financial statements. If the listed enterprise has subsidiaries, profits after tax earned by shareholders of the parent company as expressed in the consolidated financial statements shall be considered;

c) An enterprise’s accumulated losses exceed its paid-in charter capital as recorded in the latest reviewed half-year financial statements (with due account taken of the auditor’s qualified opinions). If the listed enterprise has subsidiaries or is a superior accounting unit that has inferior accounting units, the accumulated loss shall be determined according to its consolidated financial statements/ general financial statements;

d) The listed enterprise suspends or is requested to suspend its main business operations for nine (09) months or longer;

e) Shares/bonds may be also placed under control in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

1.2 With regard to ETF certificates:

a) TE continuously exceeds 80% of the highest TE stipulated by HOSE (but is not higher than this highest TE stipulated by HOSE) for six (06) months;

b) The fund management company still violates information disclosure rules although it has been given warnings;

c) The NAV of an ETF has fallen below VND 10 billion for 03 consecutive months;

d) The criterion "There are at least two (02) authorized participants and one (01) of them is the trading member of HOSE” has not yet been fulfilled for three (03) months;

e) ETF certificates may be also placed under control in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC;

f) The company in charge of managing the ETF is dissolved or declared bankrupt or has its license for establishment and operation revoked but, over a month since the occurrence of the said events, the ETF’s board of representatives has yet to establish a replacement;

g) The ETF’s custodian bank is dissolved or declared bankrupt, unilaterally terminates the signed custodial agreement or the signed custodial agreement is terminated at the request of the fund management company, or has its certificate of registration of securities depository services revoked but, over a month since the occurrence of the said events, the fund management company has yet to establish a replacement;

h) ETF certificates may be also placed under control in other cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

2. HOSE shall impose “control status” sign and publicly announce relevant information in cases specified in Clause 1 of this Article.

3. Trading times of controlled securities shall be restricted until the listed enterprise fulfills information disclosure obligations and/or provides satisfactory explanation at the request of HOSE. Based on the explanation given by the listed enterprise, HOSE shall consider allowing the trading of securities with no trading time restrictions. Trading time restrictions must be imposed on controlled securities for at least 02 trading days.

4. HOSE shall consider releasing securities from the control status or changing them into the warning status if the listed enterprise has completely rectified mistakes causing the control status. To be specific:

4.1 Listed securities that are put under control as regulated in Paragraph a and Paragraph c Point 1.1 Clause 1 of this Article shall be released from the control when mistakes causing such control status have been completely rectified as shown in the enterprise's reviewed quarterly/half-year financial statements or audited annual financial statements;

4.2 Listed securities that are put under control as regulated in Paragraph b Point 1.1 Clause 1 of this Article shall be released from the control when the enterprise has profitable business and incur no accumulated losses or changed into warning status when the enterprise has profitable business but still incurs accumulated losses as recorded in its reviewed quarterly/half-year financial statements or audited financial statements of the following year;

4.3 Listed securities that are put under control as regulated in Paragraph d Point 1.1 and Point 1.2 Clause 1 of this Article shall be released from the control when the enterprise has completely rectified mistakes causing the control status.

5. HOSE may consider maintaining the imposition of control on securities of a listed enterprise if deeming it necessary to protect investors.

6. HOSE shall publish information about the release of securities from the control status.

Article 24. Securities placed under special control

1. Cases in which securities (except ETF certificates) are placed under special control:

1.1. The listed enterprise/ fund management company/ securities investment company still violates information disclosure rules after receiving warnings;

1.2. Securities shall be placed under special control in cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

2. HOSE shall impose the “special control” sign and publicly announce relevant information in cases specified in Clause 1 of this Article.

3. Securities placed under special control shall be traded with restrictions on trading times and/or price fluctuation.

4. The listed enterprise/ fund management company/ securities investment company that has securities placed under special control must provide reasonable explanation, take remedial measures and publish relevant information at the request of HOSE.

5. HOSE shall consider releasing securities from the special control/ changing them into the warning status if the listed enterprise/fund management company/securities investment company does not violate information disclosure rules for at least six (06) following months after the issue date of decision on imposition of special control or has completely rectified mistakes causing the special control status.

6. HOSE may consider maintaining the imposition of special control on securities if deeming it necessary to protect investors.

7. HOSE shall publish information about the release of securities from the special control status.

Article 25. Suspended trading

1. HOSE shall consider suspending the trading of listed securities in the following circumstances:

1.1 There are considerable changes in prices or trading volume of securities;

1.2. The listed enterprise/ fund management company/ securities investment company still violates information disclosure rules after its securities are placed under special control;

1.3 The listed enterprise performs a stock split or reverse stock split or is partially divided;

1.4 Convertible bonds are partially converted into shares;

1.5 A listed enterprise makes a capital reduction as regulated in Point a Clause 5 Article 111 of the Law on enterprises in 2014 but is not subject to compulsory delisting after the capital reduction as regulated in Clause 1 Article 60 of Decree No. 58/2012/ND-CP as amended in Clauses 20 and 24 Article 1 of Decree No. 60/2015/ND-CP;

1.6 HOSE may suspend trading of securities in other cases if deeming it necessary to either protect investors or ensure the market stability after obtaining an approval from SSC.

2. HOSE shall suspend the trading of securities and publicly announce relevant information in cases specified in Clause 1 of this Article.

3. Lifting of trading suspension:

3.1 HOSE shall request the listed enterprise/ fund management company/ securities investment company to publish information and provide reasonable explanation in cases specified in Points 1.1, 1.2 and 1.6 Clause 1 of this Article. Based on the explanation about causes of trading suspension (if any) offered by the listed enterprise/ fund management company/ securities investment company, HOSE shall consider approving the trade resumption or changing suspended securities into the warning, control or special control status until mistakes causing the suspension of trading are completely rectified.

3.2 HOSE shall consider approving the trade resumption of securities in cases specified in Points 1.3, 1.4 and 1.5 Clause 1 of this Article at the request of listed enterprises.

4. HOSE may consider maintaining the suspension of trading in securities of a listed enterprise if deeming it necessary to protect investors.

5. HOSE shall publish information about its approval for resumption of trading in listed securities.

Chapter V

DELISTING

Article 26. Compulsory delisting

1. Securities (except ETF certificates) are compulsorily delisted in cases prescribed in Clause 1 Article 60 of Decree No. 58/2012/ND-CP, Clause 20 and Clause 24 Article 1 of Decree No. 60/2015/ND-CP, Articles 4, 5 of Circular No. 202/2015/TT-BTC as amended in Clauses 2, 3 Article 1 of Circular No. 29/2017/TT-BTC and Article 8 of Circular No. 202/2015/TT-BTC, including:

1.1. An enterprise that has securities listed on HOSE fails to fulfill listing requirements in Decree No. 58/2012/ND-CP, including Points a, d Clause 1 Article 53, or Points a, c Clause 2 Article 53 (for corporate bonds), or Points a, c Clause 3 Article 53 as amended in Clause 15 Article 1 of Decree No. 60/2015/ND-CP (for fund certificates), for a year. To be specific:

a) The paid-in charter capital of the enterprise that has shares or bonds listed falls below VND 120 billion;

b) The number of voting shares held by at least three hundred (300) shareholders other than majority shareholders is less than 20%, except state enterprises converted into joint-stock companies as decided by the Prime Minister;

c) The number of bondholders of the same issue is less than 100;

d) Bonds of a securities investment company or fund certificates of an investment fund are held by less than 100 persons, excluding professional investors.

1.2. A listed enterprise suspends or is requested to suspend its main business operations for a year or longer;

1.3. A listed enterprise has its business registration certificate or license to engage in specialized business sectors revoked;

1.4. Listed shares have not been traded on HOSE within the past 12 months;

1.5. A listed enterprise has incurred losses for 03 consecutive years or its total accumulated losses exceed its paid-in charter capital as recorded in its audited financial statements of the year preceding the consideration of delisting. If a listed enterprise has affiliates, its accumulated losses as shown in general financial statements shall be taken into consideration. If a listed enterprise has subsidiaries, the “accumulated losses” and after-tax profits earned by shareholders of the parent company as shown in consolidated financial statements shall be taken into consideration.

1.6. A listed enterprise terminates its existence, fails to submit an application for changes to listing, or fails to meet listing requirements after the merger, consolidation, full or partial division, dissolution or bankruptcy or in case the issuer offers or issues a volume of additional shares equal to 50% or more of its shares outstanding for swap for shares or stakes in other enterprises; a securities investment fund shuts down; a listed enterprise fails to meet eligibility requirements of a public company. To be specific:

a) In case the acquiring enterprise, after the merger as prescribed in Clause 2 Article 11 hereof, does not meet requirements in Points 2.1 and 2.2 Clause 2 Article 11 hereof and the shares additionally issued for swap make an increase in the paid-in charter capital by more than 50% (compared with that before issuance), its shares shall be compulsorily delisted if it, within six (06) months from the issue date of the new enterprise registration certificate, does not submit an application for changes to listing or its application is refused;

b) In case an enterprise that is subject to the compulsory delisting as regulated in Points h, k, l and m Clause 1 Article 60 of Decree No. 58/2012/ND-CP enters into the merger, consolidation or issuance of shares for swap, compulsory delisting shall be imposed if the enterprise established after the merger, consolidation or stock swap fails to meet requirements for listing of securities on HOSE in Article 53 of Decree No. 58/2012/ND-CP and Clause 15 Article 1 of Decree No. 60/2015/ND-CP in the course of application for listing/changes to listing. The minimum period of two (02) years of operation as a joint-stock company thereof shall count upon the establishment of the acquiring enterprise. In case the acquiring enterprise, after the merger as prescribed in Clause 2 Article 11 hereof, does not meet requirements in Points 2.1 and 2.2 Clause 2 Article 11 hereof and the shares additionally issued for swap make an increase in its paid-in charter capital by more than 50% (compared with that before issuance), HOSE shall carry out procedures for compulsory delisting of its shares within six (06) months from the date on which it receives a new enterprise registration certificate;

c) If a listed enterprise fails to meet requirements in Clause 1 Article 14 hereof and the additional issuance of shares for swap results in an increase in the paid-in charter capital by more than 50% (compared to that before issuance), its listed shares after the swap shall be compulsorily delisted.

1.7. Bonds become due or all listed bonds are redeemed by the issuer before maturity;

1.8. A listed enterprise’s request for audit of latest financial statements is refused or its financial statements have been given an adverse opinion or a disclaimer of opinion by the auditor;

1.9. A listed enterprise makes late submission of annual financial statements for 03 consecutive years;

1.10. SSC or HOSE discovers that a listed enterprise has forged its application for listing or such application contains false information which adversely affects decisions made by investors;

1.11. A listed enterprise seriously violates information disclosure rules and compulsory delisting is made in other cases where HOSE or SSC deems it necessary to protect investors.

2. ETF certificates are compulsorily delisted in cases prescribed in Clause 3 Article 10 of Circular No. 229/2012/TT-BTC, including:

2.1. TE has continuously exceeded the highest TE stipulated by HOSE for 03 consecutive months;

2.2. The benchmark index value cannot be determined due to force majeure events defined in the “index ground rules”;

2.3. An ETF is dissolved as prescribed in Article 20 of Circular No. 229/2012/TT-BTC;

2.4. The number of authorized participants does not meet the listing requirements in Article 4 hereof for 06 consecutive months;

2.5. An ETF’s request for audit of latest financial statements is refused or its financial statements have been given an adverse opinion or a disclaimer of opinion by the auditor;

2.6. The fund management company makes late submission of annual financial statements of the ETF for 03 consecutive years;

2.7. SSC or HOSE discovers that the fund management company has forged the application for listing or such application contains false information which adversely affects decisions made by investors;

2.8. The fund management company still violates information disclosure rules after ETF certificates have been placed under control;

2.9. ETF certificates may be compulsorily delisted in cases where HOSE deems it necessary to protect investors after obtaining an approval from SSC.

3. HOSE shall notify listed enterprises/ fund management companies and publicly announce information about any listed securities which may be delisted as regulated in Clause 1 (except Points 1.3, 1.6 and 1.7) and Clause 2 of this Article, and request relevant listed enterprises/ fund management companies to provide explanation (where necessary).

4. HOSE may consider approving the trading of securities to be compulsorily delisted as regulated in Clause 3 of this Article in a maximum duration of thirty (30) more days from the issue date of the delisting decision, except for those delisted to be traded through Upcom due to their failure to meet listing requirements in Articles 3, 4, 5 and 8 of Circular No. 202/2015/TT-BTC as amended in Clauses 1, 2 and 3 Article 1 of Circular No. 29/2017/TT-BTC and those delisted as regulated in Points 1.3, 1.6 and 1.7 Clause 1 of this Article.

Article 27. Voluntary delisting

1. Conditions for voluntary delisting shall be governed by Point a Clause 2 Article 60 of Decree No. 58/2012/ND-CP as amended in Clause 20 Article 1 of Decree No. 60/2015/ND-CP; The ratio of voting by non-majority shareholders shall be determined by the number of votes casted by non-majority shareholders as stated in the enterprise’s list of shareholders with right to vote in the General Meeting of Shareholders or the list of shareholders with right to vote through written consultation.

2. The voluntary delisting may only be made at least 02 years after securities are listed on HOSE.

3. The enterprise applying for delisting as per Clause 1 of this Article must submit an application for delisting as prescribed in Appendix 1 enclosed herewith to HOSE. Where necessary, HOSE may request for opinions from SSC about an application for delisting and shall process that application after getting opinions from SSC;

4. Within fifteen (15) days from the receipt of a complete and valid application, which includes the report on the plan for settlement of shareholders' interests, HOSE shall make its decision on approval for a voluntary delisting. If an application for voluntary delisting is refused, HOSE shall specify reasons in writing.

Article 28. Relisting

1. An enterprise delisted as prescribed in Article 26 and Article 27 hereof can only apply for relisting 12 months after the date of delisting if it meets listing requirements in Article 53 of Decree No. 58/2012/ND-CP as amended in Clause 15 Article 1 of Decree No. 60/2015/ND-CP, except for securities delisted from HNX for approved listing on HOSE or vice versa.

2. The application and procedure for relisting shall conform to Chapter II hereof.

Article 29. Moving listing to another stock exchange

1. Conditions for moving listing from HOSE to another stock exchange shall be governed by Clause 8 Article 1 of Circular No. 29/2017/TT-BTC.

2. An application for moving of listing due to approved listing on another stock exchange shall be made according to Appendix 1 enclosed herewith.

3. One (01) original written set of the application for moving of listing to another stock exchange and an additional set in electronic format shall be submitted directly or by post to HOSE.

4. Upon the receipt of an application for moving of listing to another stock exchange, HOSE shall request the applicant in writing to complete or modify its application (where necessary). The applicant must modify its application at the request of HOSE.

5. Within five (05) business days from the receipt of a complete and valid application, HOSE shall decide to approve or refuse that application for moving of listing to another stock exchange. If an application is refused, HOSE shall specify reasons in writing.

6. HOSE shall publicly announce information about its approval for moving of listing to another stock exchange.

Chapter VI

OBLIGATIONS OF LISTED ENTERPRISES, FUND MANAGEMENT COMPANIES AND RELEVANT ENTITIES

Article 30. Obligations of listed enterprises and fund management companies

Each listed enterprise or fund management company on HOSE shall discharge the following obligations:

1. Maintain its satisfaction of listing requirements.

2. Promulgate its Charter which must be not contrary to the Law on enterprises and relevant legislative documents, and comply with regulations on corporate governance applicable to listed enterprises and applicable regulations on securities and securities market while securities are listed on HOSE.

3. Perform information disclosure obligations of listed enterprises/investment funds.

4. Pay relevant service charges as regulated.

5. Fulfill commitments made with HOSE.

6. Regularly, fully and strictly update, study and implement HOSE's regulations and relevant law regulations on securities and securities market.

Article 31. Obligations of relevant entities

1. Fulfill undertaking, reporting and information disclosure obligations as regulated by HOSE and relevant regulations on securities and securities market.

2. Provide explanation at the request of HOSE, where necessary.

Chapter VII

ACTIONS AGAINST VIOLATIONS

Article 32. Power to take actions against violations

HOSE shall have the power to impose appropriate penalties on violations against regulations herein within the ambit of its functions and powers.

Article 33. Actions against violations

1. Actions against violations include:

1.1 Public censure;

1.2 Placing securities under warning;

1.3 Placing securities under control;

1.4 Placing securities under special control;

1.5 Suspension of trading of securities;

1.6. Compulsory delisting.

2. HOSE shall decide to take appropriate actions against each violation depending on its nature and severity, and submit report thereof to SSC as regulated.

Chapter VIII

IMPLEMENTATION

Article 34. Implementation provisions

1. Enterprises that are listed on HOSE as per Clause 1 Article 92 of Decree No. 58/2012/ND-CP and do not meet listing requirements in Point a and Point d Clause 1, Point a Clause 2 Article 53 of Decree No. 58/2012/ND-CP shall not be governed by Paragraph a Point 1.1 Clause 1 Article 22, Point a Point 1.1 Clause 1 Article 23 and Paragraphs a and b Point 1.1 Clause 1 Article 26 hereof.

2. HOSE shall inspect the compliance with regulations herein by the entities mentioned in Clause 1 and Clause 2 Article 2 hereof.

3. If new law regulations are contrary to provisions herein, such new regulations shall automatically apply and governs obligations of the entities mentioned in Article 2 hereof.

4. Any changes or modifications to this document shall be decided by the President & CEO of HOSE after obtaining the approval from HOSE’s Board of Directors and SSC./.