CIRCULAR

GUIDING DECREE No. 48/1998/ND-CP OF JULY 11, 1998 WITH REGARD TO THE ISSUANCE OF SHARES AND BONDS TO THE PUBLIC

In furtherance of Decree No. 48/1998/ND-CP of July 11, 1998 of the Government on securities and securities market, the State Securities Commission hereby provides the following guidances on matters concerning the issuance of shares and bonds to the public for posting up at the Central Trading Market:

I. GENERAL PROVISIONS

1. In this Circular, the following terms shall be construed as follows:

1.1. Share is a type of securities issued in the form of certificates or book entries certifying the ownership and legitimate interests of the share owners over the assets or capital of a joint stock company.

1.2. Bond is a type of securities issued in the form of certificates or book entries certifying the bond-issuing organizations obligation to pay debts (including principals and interests) to the bond owners.

1.3. Registered share or bond is a type of share or bond with the owners name being written thereon.

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1.5. The right to buy shares means the right reserved for the current shareholders of a joint-stock company to buy a quantity of shares in a new share issuance corresponding to their respective capital contribution ratios.

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

1.7. Issuance underwriting means the issuance-underwriting organization assists the issuing organization in carrying out the procedures for elaboration and submission of the dossiers of application for the issuing license before making the securities sale offer, undertakes to buy securities from the issuing organization for resale or to buy the remaining securities which have not been distributed. The issuance underwriting only means that the issuance underwriter undertakes to sell securities for the issuing organization without indicating the idea that the issuance underwriter fulfils the obligations towards the investors instead of the issuing organization.

1.8. Distributing organization is an organization that sell securities through the issuance underwriter or the distribution agents.

1.9. Distribution agents include securities firms, commercial banks, investment banks and finance companies that undertake to sell securities for the issuing organizations on the basis of agreements.

1.10. Recognized auditing organization is an organization licensed to practise auditing and accepted by the State Securities Commission as the auditing organization for the issuing organization.

1.11. The equitized enterprises are State enterprises or other forms of enterprises, which have been equitized.

2. The par value of a share or bond shall be written in Vietnam Dong. The share has the uniform par value of 10,000 dong. The bond has the minimum par value of 100,000 dong or the multiple of 100,000 dong. Bonds of the same term issued in the same campaign by the issuing organization must bear the same par value.

3. Shares and bonds issued to the public for transaction at the Central Trading Market shall be registered at the securities trading centers or the stock exchanges.

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4.1. The name and head-office of the issuing organization;

4.2. The serial numbers and issuing dates of the establishment permit and the business registration certificate;

4.3. Type, par value and serial number;

4.4. The quantity of shares to be issued (for shares);

4.5. The interest rate, interest payment schedules, the bond term (for bonds);

4.6. The owners name (for registered shares and bonds);

4.7. The date of issuance;

4.8. Seal and signature of the chairman of the Managing Board of the issuing organization.

5. Where shares and/or bonds are issued in the form of book entries, the buyers thereof shall be granted the ownership certificates.

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6.1. Economic organizations, social organizations and citizens of Vietnam; overseas Vietnamese.

6.2. Foreign organizations and individuals.

7. The percentage of shares and/or bonds held by foreign organizations and individuals in an issuing organization shall comply with the Prime Minister�s decision.

II. CONDITIONS FOR SHARE ISSUANCE

1. The conditions for share issuance according to the provisions of Article 6 of Decree No. 48/1998/ND-CP of July 11, 1998 of the Government on securities and securities market, to be met by an issuing organization that makes the initial issuance of shares, include:

1.1. Being a joint-stock company or an equitised enterprise;

1.2. Having had the actual minimum legal capital of 10 billion dong by the time of applying for issuance;

1.3. With profitable production and/or business operations for the two latest consecutive years by the time of applying for the issuing license, with healthy financial situation and bright prospect for development. For an equitised enterprise, the above-said two-year period shall cover the pre-equitization duration;

1.4. Having a feasible plan for the use of capital mobilized from the issuance campaign, which has been adopted by the shareholders� congress;

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1.6. Having at least 20% of the issuing organization�s share capital sold to more than 100 investors outside the issuing organization; in cases where the issuing organization has a share capital of 100 billion dong or more, such minimum percentage shall be 15%;

1.7. The founding shareholders having to hold at least 20% of the share capital of the issuing organization by the time the issuance campaign ends and having to maintain such level for at least three years from the end of the issuance campaign;

1.8. Where the total par value of the issued shares exceeds 10 billion dong, the issuance underwriting organization is required.

2. An issuing organization that additionally issues shares to the public to increase capital shall, apart from meeting the conditions prescribed in Points 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.8 of Section II of this Circular, have to satisfy the following conditions:

2.1. The additional issuance must be at least one year after the previous one, counting from the date the issuing license is granted.

2.2. The value of the additionally issued shares shall not be bigger than the total value of the current shares.

3. Where shares are issued to increase capital, with the right to buy shares accompanied, the issuing organization shall have to clearly state the mode of exercising the right to buy shares in its prospectus with the following contents:

3.1. The timelimit for exercise of the right;

3.2. The conversion price, the calculation mode;

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III. CONDITIONS FOR BOND ISSUANCE

1. The conditions for bond issuance according to the provisions of Article 8 of Decree No. 48/1998/ND-CP of July 11, 1998b of the Government on securities and securities market, to be met by an organization issuing shares to the public, include:

1.1. Being a State enterprise, a joint-stock company or an equitised enterprise;

1.2. Having the actual minimum legal capital of 10 billion dong by the time of application for the issuing license;

1.3. With profitable production and/or business operation in the two latest consecutive years by the time of submitting the dossiers of application for issuance, with a healthy financial situation and bright prospect for development. For an equitised enterprise, the above-said two-year duration shall cover the pre-equitization period;

1.4. Having a feasible plan for the use of capital mobilized from the issuance campaign, which is approved by the Managing Board, for a joint-stock company; or by the managing agency, for a State enterprise;

1.5. Its Managing Board members, Director (General Director) having experiences in business management;

1.6. With at least 20% of the total value of the to be-issued bonds being sold to more than 100 investors; in cases where the total value of to be issued bonds reaches 100 billion dong or more, such minimum percentage shall be 15%;

1.7. There must be an issuance underwriting organization, except where the issuing organization is a credit institution;

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1.9. Determining the representatives of bond owners.

2. Bonds issued under Point 1 above may be insecured bonds, secured bonds or convertible bonds.

3. Bonds can be secured partially or wholly by either of the following modes:

3.1. Secured with payment by the Ministry of Finance or a financial organization for State enterprises.

3.2. Secured with the security properties of the issuing organization or a third organization.

4. Where secured bonds are issued under the provisions of Point 3.2., Section II of this Circular, the issuing organization shall have to clearly state the security percentage and list in details the security properties in the dossiers of application for the issuing license and present valid documents evidencing that such security properties belong to the ownership of its own (or the third organization) and are of adequate value for bond payment. The security properties must satisfy the requirements defined in Points 6, 7 and 8, Section III of this Circular.

5. Properties used as security for issuance of secured bonds shall include:

5.1. Government bonds of various types;

5.2. Bonds of other types to be paid with both the principals and interests unconditionally by underwriting organizations;

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5.4. Residential houses and constructions on the land;

5.5. Production and business establishments such as factories, hotels, shops, warehouses; instruments, equipment and machinery attached to factories, sea-going vessels, aircraft�

6. The security properties prescribed in Points 5.4. and 5.5, Section III of this Circular must be accompanied with insurance contracts.

7. Properties used as security for a bond issuance shall have to satisfy the following requirements:

7.1. The value of security properties prescribed in Points 5.1 and 5.2, Section III of this Circular must be at least equal to the total bond value;

7.2. The value of security properties prescribed in Points 5.3, 5.4 and 5.5, Section III of this Circular must be at least equal to 1.5 times the total bond value.

8. The assessment or calculation of the value of the security property must be effected as follows:

8.1. The security properties prescribed in Points 5.1 and 5.2, Section III of this Circular shall be valued according to the lowest of one of the following prices:

8.1.1. The market price

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8.1.3. The purchase price of such security properties, including the interest or discount amount received till the application for the issuing license.

8.2. The security properties prescribed in Points 5.3, 5.4 and 5.5, Section III of this Circular must be valued by a competent property-evaluating body. This valuation shall be valid for not more than 12 months from the date the value is determined.

9. Where the convertible bonds are issued, the issuing organization shall have to clearly State the conversion terms in the dossiers of application for the issuing license, including the following main contents:

9.1. The conditions and time for conversion;

9.2. The conversion percentage and method of calculating the conversion price;

9.3. Method of loss calculation and compensation in cases where the bond-issuing organization has failed to issue shares to meet the conversion right;

9.4. Other terms (if any).

IV. DOSSIERS OF APPLICATION FOR ISSUING LICENSES

1. A dossier of application for a license to issue shares to the public according to the provisions of Article 9 of Decree No. 48/1998/ND-CP of the Government on securities and securities market shall include:

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1.2. The notarized copy of the establishment permit or the decision to transform the State enterprise into a joint-stock company;

1.3. The notarized copy of the business registration certificate;

1.4. The companys charter;

1.5. The resolution of the shareholders� congress, approving the issuance of new shares;

1.6. The prospectus as prescribed in Section 3, Part IV of this Circular;

1.7. The list and curricula vitae of the members of the Managing Board and the Board of Directors;

1.8. The financial reports of the two latest consecutive years by the time of submitting the dossier of application for an issuing license as prescribed in Point 4, Section IV, this Circular;

1.9. The decision determining the enterprise�s value, issued by the competent body, for equitised enterprises;

1.10. Issuance underwriting commitment as prescribed in Point 5, Section IV of this Circular (if any);

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2.1. The documents prescribed in Points 1.1, 1.2, 1.3, 1.4, 1.6, 1.7, 1.8, 1.9 and 1.10 of Section IV of this Circular;

2.2. The resolution of the Managing Board on the application of a license to issue bonds to the public; where the issuing organization is a State enterprise, the approval of the establishment licensing body is required;

2.3. The issuing organization�s commitment to fulfil obligations towards the investors as prescribed in Point 6, Section IV of this Circular;

2.4. The contract between the bond-issuing organization and the representative of the bond owners as prescribed in Point 3, Section VIII of this Circular;

2.5. The record on the determination of the value of the security property or the written acceptance of payment guaranty of the underwriting organization (in cases where secured bonds are issued).

3. The prospectus must satisfy the following requirements:

3.1. Containing adequate necessary, truthful and transparent information so as to enable the investor and securities firm to accurately assess the financial capability, business operation and prospect of the issuing organization;

3.2. Including the following main contents:

- The full name and transaction name of the issuing organization;

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- The serial numbers, day, month, year of the establishment permit and the business registration certificate;

- Summary of its operation charter;

- Brief history of its formation and development process;

- Organizational structure of the issuing organization or the group where the issuing organization is a member (if any);

- The managerial apparatus;

- The analysis of financial activities;

- Capital ownership structure of the current shareholders; names and addresses of current shareholders holding more than 5% of the firm�s share capital;

- Names and addresses of members of the Managing Board, executive director (general director), the chief accountant, the percentage of shares and/or bonds owned by each of the above-mentioned persons in the issuing organization;

- The results of business and/or marketing activities in the two latest consecutive years, regarding the major products or services;

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- Policies towards employees;

- Taxes and the fulfillment of tax obligations towards the State;

- The current debt situation;

- The issuance plan: the use purpose of the sum of money collected from the issuance, the total capital amount to be achieved through the issuance, the number of shares or bonds to be issued, projected sale price offers, the distribution mode and principle, the timelimit for registration of share or bond purchases, the mode of payment and transfer of shares or bonds, the owners� interests.

3.3. Where shares are issued with the right to buy shares or convertible bonds and secured bonds are issued, the prospectus must clearly indicate conditions and rights related to the above-said shares or bonds;

3.4. The financial data in the prospectus must be consistent with the data of the audited financial report in the dossiers of application for the issuing license;

3.5. It must be signed by the Chairman and other members (at least 2/3) of the Managing Board, the head of the Control Board, the director (general director), and the chief accountant of the issuing organization as well as the executive directors (general directors) of all issuance-underwriting organizations (if any). Where it is signed by representatives, there must be letters of authorization;

3.6. Its cover-sheets must fully indicate:

- Full names, head-office addresses, transaction telephone numbers and fax numbers of the auditing organization, the consulting organization and all issuance - underwriting organizations (if any);

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- Notice on all occupational risks, particular conditions or terms, and potential factors that may reduce incomes or liquitability of to be-issued shares or bonds.

3.7. The prospectus must be presented vertically on white paper of size A4 in black printed letters.

4. The financial report must satisfy the following requirements:

4.1. Strictly complying with the State�s current accountancy regulations. The annual balance of accounts and the annual report on business operation results must be certified by the recognized auditing organization;

4.2. The duration from the date of signing the latest annual financial report to the time of sending dossiers of application for the issuing license must not exceed 90 days. Where it exceeds 90 days the issuing organization shall have to make additional financial reports at the request of the State Securities Commission;

4.3. Where the issuing organization owns 50% or more of the share capital of another organization, it must also submit the latter�s financial report.

5. The issuance-underwriting commitment must satisfy the following requirements:

5.1. Being made according to set form;

5.2. The issuance-underwriting commitment shall be signed between the issuance-underwriting organization and the issuing organization. Where the issuance underwriting is made by group, the issuance-underwriting commitment must be signed between the principal issuance underwriter and the issuing organization.

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6.1. Name of the issuing organization;

6.2. The addresses issuing organizations head-office, branches and representative offices;

6.3. Types and features of the issued bonds;

6.4. Commitment to pay the principals and interests of the issued bonds;

6.5. Commitment on maximum percentage of borrowing;

6.6. Terms of unsecured bonds;

6.7. Commitment to maintain the total security asset value of due bonds (if any);

6.8. Details on the third partys security for principal and interests (if any);

6.9. The name of the representative of the bond owner under the contract between the issuing organization and the bond owners representative;

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7. Amending and supplementing dossiers of application for issuance before the issuing license is granted:

7.1. Cases of amendment/supplement.

7.1.1. Where the issuing organization deems it necessary to make amendments/supplements.

7.1.2. Where it is so requested by the State Securities Commission.

7.2. Where an amendment/supplement is made according to the provisions of Point 7.1, the amended/supplemented text must be signed by the persons who have signed the dossiers of application for the issuance, which has been sent to the State Securities Commission, or by the persons having the same titles as the above-mentioned persons;

7.3. Where an amendment/supplement is made according to the provisions of Point 7.1.2, the issuing organization shall have to effect the amendment/supplement in strict compliance with the procedures and time prescribed by the State Securities Commission.

8. After the license is granted and before the issuance of bonds to the public is completed, if the State Securities Commission discovers that the dossier of application for the issuing license is inaccurate or lack necessary information, having, however, not yet caused any damage to investor(s), the issuing organization shall have to amend/supplement the dossier of application for the issuing license:

8.1. The amendment/supplement must comply with Points 7.2 and 7.3, Section IV of this Circular;

8.2. The issuing organization must immediately announce the amendment/supplement on a central daily, a newspaper of the locality where its head-office is located the official bulletin of the securities market for three (3) consecutive issues .

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9.1. The following organizations and individuals shall have to take joint liability to compensate the damage caused to the securities buyers:

9.1.1. The issuing organization, the chairman and members of the Managing Board, chairman of the Control Board, the director (general director), chief accountant and persons involved in preparing the dossier of application for the issuing license;

9.1.2. Organizations undertaking and signing the issuance-underwriting commitment with the issuing organization;

9.1.3. The auditing organization and persons signing and certifying the auditing.

9.2. Subjects defined in Points 9.1.2 and 9.1.3 above shall be exempt from joint liability only when they can prove that they have strictly complied with the provisions of law and tried their utmost.

9.2. The damage compensation to share or bond buyers under Point 9.1 above shall comply with laws currently in force.

V. GRANTING, SUSPENSION AND WITHDRAWAL OF SHARE OR BOND ISSUING LICENSES

1. Organizations which issue shares or bonds to the public for posting up must have the issuing licenses granted by the State Securities Commission. The issuing licenses shall be granted to issuing organizations only when:

- The conditions prescribed in Points 1 and 2 of Section II or Points 1 and 2, Section III of this Circular are met;

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- The amendment/supplement is made to the dossier of application for the issuing license, as prescribed in Point 7, Section IV of this Circular (in case of amendment/supplement).

2. The dossier applying for the issuance of shares or bonds to the public shall be sent to the State Securities Commission. Within 45 days after the receipt of the complete dossier applying for the issuing license, the State Securities Commission shall examine it, consider to grant or not to grant the license. In case of refusal to grant a license, the State Securities Commission shall explain the reason(s) therefor in writing.

In case of amendment/supplement to the dossier of application for the issuing license, the dossier-receiving timelimit shall be counted from the date the State Securities Commission receives the amended/supplemented text.

3. Before the distribution of shares and/or bonds to the public is completed, the issuing organization may be suspended from such issuance in the following circumstances:

3.1. Where it fails to amend/supplement the dossier of application for the issuing license as prescribed in Point 8, Section IV of this Circular;

3.2. Where the State Securities Commission discovers that the information in the dossier of application for the issuing license is inaccurate or inadequate, which may affect the investment decision and cause damage to investor(s);

3.3. The issuing organization�s property is damaged, blockaded or confiscated, which has the value equal to 10% or more of the value of the to be-issued shares or bonds.

Where the issuance is suspended, the investor(s) is(are) entitled to disregard the registration for the purchase of shares or bonds, or to return the purchased shares or bonds. The issuing organization shall have to refund the money to the purchaser(s) as prescribed in Point 11, Section VI of this Circular.

4. An issuing organization shall have its issuing license withdrawn in the following cases where:

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4.2. The issuance results are not up to the requirements prescribed in Points 1.6 and 1.7, Section II or Point 1.6, Section III, this Circular;

4.3. The issuing organization fails to overcome the circumstances defined in Points 3.1, 3.2. and 3.3, Section V, this Circular, in accordance with the procedures and schedule prescribed by the State Securities Commission;

4.4. The issuing organization breaches laws and/or regulations on securities and securities market, thus causing serious damage to investor(s);

4.5. The issuing organization or its representative fails to offer the sale of shares or bonds within 60 days after obtaining the issuing license;

4.6. The law enforcement body proposes the withdrawal of the issuing license.

Where the issuing license is withdrawn, the investor(s) may disregard the share or bond purchase registration, or return the purchased shares or bonds; and the issuing organization and the distribution organization shall have to refund the money to the purchaser(s) as prescribed in Point 11, Section VI, this Circular.

5. The issuing organization shall have to pay the licensing fee to the State Securities Commission, which is equal to 0.02% of the total value of the to be-issued shares or bonds, but must not exceed 50 million VND.

6. Shares and bonds issued to the public shall be registered for posting and transaction at the Securities Trading Center or Stock Exchanges.

VI. DISTRIBUTION OF SHARES, BONDS

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1.1. The issuing organizations must not directly or indirectly conduct activities of advertising characters, invite the public to invest in buying shares or bonds and distribute shares and/or bonds to the public in any form;

1.2. The issuing organizations shall only be entitled to use information in the prospectus sent to the State Securities Commission to probe the market, excluding information on the date of issuance and the selling prices of shares and/or bonds issued to the public. The probing of markets must not be effected on the mass media.

2. Issuance announcement: Within 5 working days after the receipt of issuing license granted by the State Securities Commission, the issuing organization shall have to announce the issuance on five (5) consecutive issues of a centrally-run daily newspaper, a newspaper of the localities where the issuing organization�s head-office is located and the official bulletins of the securities market. The issuance announcement must contain the following main contents:

- The issuing organization�s name.

- Its head-office, telephone number(s), fax number(s);

- The charter capital;

- Business objectives, business lines and trades;

- Selling prices offered to the public;

- Types of shares or bonds;

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- The date of issuance, issuance duration;

- Share/bond - distributing places.

3. After receiving the issuing license, the issuing organization shall have to send to the State Securities Commission documents in service of share or bond distribution:

- A brief prospectus as prescribed in Point 4, Section VI of this Circular;

- The written announcement on share or bond issuance made according to set form;

- Other documents (if any).

After 5 working days from the date of receipt of the above-mentioned documents, if the State Securities Commission makes no comments, the distribution organization may use such documents to advertise the sale of shares or bonds to the public.

4. Requirements on the brief prospectus:

4.1. The brief prospectus must truthfully reflect the contents of the prospectus already approved by the State Securities Commission;

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4.3. The major headings of the brief prospectus must be the same as those of the prospectus already approved by the State Securities Commission;

4.4. The cover sheets of the brief prospectus must include the contents prescribed in Point 3.6, Section VI of this Circular;

4.5. The brief prospectus must be made public at all branches, distribution agents or places where investors can easily access.

5. When selecting distribution agents, the issuing organizations shall have to opt for organizations which meet the following conditions:

5.1. They have enough material bases and personnel in service of the distribution;

5.2. They are units with business efficiency;

5.3. They have signed agency contracts with the issuing organizations.

6. When distributing shares or bonds to the public, the distribution organizations shall have to comply with the following requirements:

6.1. They are only allowed to use the information in the prospectus and other relevant documents in the dossiers of application for the distribution, already approved by the State Securities Commission;

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6.3. They shall distribute shares or bonds in a fair manner at the selling prices defined in the prospectus already approved by the State Securities Commission;

6.4. They shall create favorable conditions for individual investors to buy shares and/or bonds;

6.5. They shall have to ensure the minimum purchase registration timelimit of 30 days for the investors;

6.6. They must use the share or bond purchase registration cards;

6.7. They shall only be entitled to request the share or bond buyers to deposit a sum equal to 10% of the value of shares or bonds registered for purchase.

7. Where the number of shares or bonds registered for purchase exceeds the number of shares or bonds allowed for issuance to the public:

7.1. The distribution organizations may employ one or several priority modes for distribution, including: the time priority; quantity priority; or other priority modes as agreed upon;

7.2. The distribution organizations must give priority to the individual investors according to the quantity of shares or bonds they have registered to buy. Where the number of shares or bonds they have registered to buy exceed 20% of the volume of shares or bonds allowed to be issued, the distribution organizations shall have to spare at least 20% of the volume of shares or bonds to be issued to the public for distribution to the individual investors;

7.3. The issuance underwriting organizations or concerned persons shall have to sell all the number of the underwritten shares and/or bonds to the public without keeping any shares or bonds for themselves;

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7.5. Upon the expiry of the purchase registration timelimit, the issuing organizations shall have to notify the investors of the quantity of shares or bonds they are allowed to buy;

7.6. If an investor is unable to buy enough the number of shares or bonds he/she has registered, he/she may cancel the purchase registration and shall have to make a notice on the cancellation within 5 days after the announcement on the number of shares or bond he/she is entitled to buy. The concerned issuing organization and the distribution organization shall have to refund the deposit to the buyer before the date of payment for the share or bond purchase at the latest. If past that timelimit the issuing organization and the distribution organization still fails to refund the money to the investor, they shall, besides having to pay in full the deposit amount, have to pay the interests thereon at the demand deposit interest rate of a State-run commercial bank having the highest interest rate at the time of payment.

8. The issuing organizations or the distribution organizations shall have to distribute shares and/or bonds within 90 days after the issuing licenses take effect. Upon the expiration of such timelimit, if the shares or bonds have not been sold out and the issuing organizations wish to continue distributing the remaining shares or bonds, they shall have to send the application therefor to the State Securities Commission, clearly stating therein the reason(s) therefor and the plan for the distribution of the remaining shares or bonds.

9. The issuing organizations and issuance-underwriting organizations shall have to transfer shares and/or bonds to the buyers within 30 days from the end of the issuance campaigns.

10. Within 10 days after an issuance campaign ends, the issuing organization shall have to send the report on share or bond distribution results to the State Securities Commission (according to set form).

11. Where an issuing organization is suspended or has its issuing license withdrawn as prescribed in Point 3 or Point 4, Section V, this Circular, the issuing organization shall have to:

11.1. Announce the suspension or license withdrawal on three (3) consecutive issues of a centrally-run newspaper, a newspaper of the locality where the issuing organization�s head-office is located and the official bulletins of the securities market. The announcement shall include the following contents:

- The serial number and date of the issuance-suspending decision or the license withdrawal decision;

- The time when the purchase or deposit money shall be refunded to the investor(s);

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- The mode of payment.

11.2. The purchase or deposit money shall be refunded to investors within 30 days from the date the issuance-suspending decision or the license withdrawal decision is made.

If past the above-said timelimit an issuing organization and a distribution organization still fails to return the money to investors, they shall, besides having to pay in full the purchase or deposit money, have also to pay the interests thereon at the demand deposit interest rate of a State-run commercial bank having the highest interest rate at the time of payment.

VII. ISSUANCE UNDERWRITING

1. Organizations participating in the issuance underwriting must satisfy the following conditions:

1.1. Having the issuance-underwriting license granted by the State Securities Commission;

1.2. Not being subjects defined in Point 3, Section VII of this Circular.

2. An issuance-underwriting organization shall not be entitled to underwrite the issuance of a large quantity of shares or bonds with their value exceeding 4 times the difference between its current assets and short-term liabilities. The current assets and short-term liabilities shall be determined as follows:

2.1. The current assets include: cash, amounts to be collected in the fiscal year, financial investment amounts with terms of under 1 year;

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3. An issuance-underwriting organization shall not be allowed to participate in the issuance underwriting in the following cases where:

3.1. The issuance-underwriting organization holds 5% or more of the share capital of the issuing organization vice verse the issuing organization holds 5% or more of the share capital of the issuance-underwriting organization;

3.2. The issuance-underwriting organization and the issuing organization both have the same share-holders owning 5% or more of the share capital;

3.3. The issuance-underwriting organization and issuing organization are both subject to the control by another organization.

4. Organizations participating in the issuance underwriting shall send, together with the dossiers of application for the issuing license as prescribed in Point 1 or Point 2, Section IV, this Circular, to the State Securities Commission, the following documents:

4.1. The copy of the issuance-underwriting license granted by the State Securities Commission;

4.2. The application for issuance underwriting;

4.3. The contract between issuance underwriters (in case of issuance-underwriting by groups);

4.4. Papers evidencing that the issuance-underwriting organization has fully met the conditions defined in Point 2, Section VII, this Circular.

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5. The issuance underwriting shall be effected in either of the two following modes:

5.1. Buying the whole volume of to be-issued shares or bonds for resale to the public;

5.2. Buying the remaining number of shares or bonds which have not yet been distributed after an issuance campaign.

6. Where the issuance is underwritten by two or more underwriting organizations, the issuance-underwriting group must be set up:

6.1. The issuance-underwriting group shall operate, based on a contract signed among the issuance-underwriting organizations. The group may include one or several principal issuance underwriters;

6.2. The principal issuance underwriter(s) shall represent the group in signing the issuance-underwriting contract with the issuing organization and take responsibility before the issuing organization for the commitments of the issuance-underwriting organizations in the group when distributing shares or bonds.

7. While realizing the issuance-underwriting commitments, the issuance-underwriting organizations shall have to comply with the following regulations:

7.1. Not to disclose information on the issuing organization to a third party other than the information in the prospectus;

7.2. Be responsible for the truthfulness and completeness of the information in the prospectus;

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VIII. BOND OWNERS� REPRESENTATIVES

1. A bond owners� representative may be a commercial bank or a financial institution, which satisfy the following conditions:

1.1. Being granted the securities custody operation license by the State Securities Commission;

1.2. Conducting business with efficiency and having a healthy financial situation;

1.3. Having a separate mechanism for running and managing all affairs related to the representation independent from other work so as to avoid possible damage to the interests in the process of acting as the representative of the bond owners.

2. The following organizations shall not be allowed to act as representatives of bond owners:

2.1. The organizations which guarantee the payment of debts for the issuing organizations;

2.2. The organization which holds over 5% of the issuing organization�s total voting shares or vice versa the issuing organization which holds over 5% of the total voting shares of the organization applying for representation;

2.3. Organizations sharing the executives with the bond-issuing organizations;

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3. The representation contract signed between the issuing organization and the bond owners� representative (according to set form) shall include the following principla contents:

3.1. Names and addresses of the parties to the contract;

3.2. Rights and obligations of the contractual parties;

3.3. Provisions on amendments and/or supplements to the written regulation on the rights and obligations of the bond owners� representative;

3.4. Charge paid to the bond owners representative;

3.5. Terms on contract liquidation;

3.6. The effective duration of the contract.

4. The written regulation on the rights and obligations of the bond owners� representatives shall include the following principal contents:

- Monitoring the implementation of terms prescribed in the written commitment to fulfil obligations by the bond-issuing organization as prescribed in Point 6, Section IV of this Circular;

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- Assisting and creating conditions for bond owners to check the list of bond owners, financial reports and annual reports of the issuing organization;

- Supervising, liquidating and dividing the security properties for the bond owners in case the issuer is incapable of paying bond debts;

- Requesting the issuing organization to send reports as prescribed in Point 4.2, Section IX, this Circular;

- Provisions on limitations to the bond owners representatives.

5. The amendment and/or supplement to the written regulation on the rights and obligations of the bond owners� representatives shall be effected according to the following principles and procedures:

5.1. The amendments and/or supplements shall not be contrary to the provisions of this Circular and must be approved by the owners or the representative of owners who own more than 30% of the total bond value;

5.2. The bond-issuing organization shall have to make the written amendments and/or supplements to the regulation on the rights and obligations of the bond owners representatives and send them to the bond owners� representatives and the State Securities Commission within 7 days from the date the written amendments and/or supplements are made, and at the same time to send them to the bond owners when so requested.

6. The bond owners representatives shall have to inform the persons on the list of bond owners at least once a year of the status and characteristics of the security property (if any) and notify any changes within 30 days after such changes occur.

7. The replacement of the bond owners representative shall be effected in the following cases where:

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7.2. The representative has his custody operation license withdrawn;

7.3. The representative does not wish to act as representative any longer;

7.4. Over 30% of the total bond owners request the issuing organization to replace the bond owners� representative.

8. The replacement and the determination of the bond owners new representative shall be effective only when:

- It is approved by owners or representatives of bond owners owning over 30% of the total bond value;

- It is approved by the State Securities Commission.

The bond issuing organization shall have to notify the replacement of the bond owners� representative to all the bond owners within 30 days after the new representative of the bond owners is determined.

IX. REPORTING REGIME

1. Annually, the issuing organizations shall have to send reports on the financial situation and business activities to the State Securities Commission. These reports shall include the financial report and the annual report.

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2. Requirements on the financial reports:

2.1. They must comply with the current accountancy regime of the State. The annual financial reports must be certified by recognized auditing organizations;

2.2. They are elaborated and addressed to the State Securities Commission within 90 days after the end of the accountancy year;

2.3. Where an issuing organization owns 50% or more of another organizations shares, it shall have to send the financial report of such organization.

3. The annual reports must satisfy the following requirements:

3.1. Containing the following principal contents:

- General information on the operation situation of the issuing organization;

- The internal structure of the issuing team or group (if any);

- The managerial mechanism;

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- Marketing activities;

- Production-business activities;

- New products research and development;

- Policies towards the employees.

- The providers and customers;

- Analyzing the financial activities;

- Distributing dividends and profits;

- Taxes;

- Other contents prescribed by the current regulations.

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3.3. Being signed by the chairman of the Managing Board, director (general director) and chief accountant of the issuing organization.

4. In case of bond issuance, the issuing organization shall annually have to prepare and send the following reports to the bond owners� representative:

4.1. The report on loan percentage, the guaranty by the bond-issuing organization, which may make its debit balance exceed the loan percentage already committed;

4.2. The report on incidents that may lead to the fact that the issuing organization has no capability and conditions to maintain the properties for payment (if any);

4.3. The list of bond owners at the request of their representative.

5. The issuing organizations shall be obliged to report to the State Securities Commission in the following cases where:

5.1. There happen unexpected incidents or developments that may greatly affect the securities prices or appear rumors related to the issuing organizations as prescribed in the regulation on operation of the Securities Trading Centers;

5.2. The State Securities Commission deems it necessary to protect the interests of the investing public.

X. INSPECTION, SUPERVISION AND HANDLING OF VIOLATIONS

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2. The issuing organizations, the issuance-underwriting organizations and concerned organiza-tions and individuals that violate the provisions of this Circular shall be dealt with according to the Gover-nments Decree on sanctioning administrative violations in the field of securities and securities market, and according to the provisions of current legislation.

XI. ORGANIZATION OF IMPLEMENTATION

1. For shares and/or bonds allowed to be issued not under the Governments Decree No. 48/1998/ND-CP on Securities and Securities Market, to be traded at the Securities Trading Centers and/or Stock Exchanges, they must be re-registered according to the following regulations:

1.1. The organizations issuing the above-said shares and/or bonds shall send to the State Securities Commission the following documents:

1.1.1. Documents proving that the issuing organizations have fully met the conditions prescribed in Point 1, Section II of this Circular, for share-issuing organizations, and Point 1, Section III of this Circular for bond-issuing organizations;

1.1.2. The application for re-registration;

1.1.3. The share-or bond-issuing license granted by competent bodies;

1.2. The State Securities Commission shall reply in writing the approval or disapproval of the re-registration by the issuing organizations according to the provisions of Point 2, Section V, this Circular.

2. This Circular takes effect 15 days after its signing.

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THE STATE SECURITIES COMMISSION




Le Van Chau