DECREE

Modify, add some of the provisions of the Digital Protocol 58 /2012/NĐ-CP

July 20, 2012 by the Government rules out details and guidelines.

implement some of the provisions of the Securities Law and Amendment Law, supplements

a number of the Securities Law.

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Government Law Base December 25, 2001;

Corporate Law Base November 26, 2014;

The Investment Law Base November 26, 2014;

The Securities Law Base on June 29, 2006; The Amendment Law, which complements several provisions of the Securities Law on November 24, 2010;

At the suggestion of the Minister of Finance,

The government issued the revised decree, adding some of the provisions of the Protocol. 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

What? 1. Modified, add some of the provisions of the Digital Protocol 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for the implementation of certain provisions of the Securities Law and Amendment Law, which adds some of the provisions of the Securities Law, as follows:

1. Modified Clap 2, Clause 13, and supplements Clause 20, 21, 22, 23 and 24 at Article 2 as follows:

" 2. Selling shares for swaps is the sale, release of additional shares, and use that stock in exchange for shares, which contributes to the other business or the organization's debt to the creditors.

13. The foreign ownership rate is the total share ownership rate, the portion of the capital that contributes to the voting rights of all foreign investors and the economic organization whose foreign investors hold from 51% of the charter capital returns in a mass company, the business organization said. a stock or a securities investment fund.

20. The Upcom trading system is where the stock trading organization of the public company has not listed, the shares of state enterprises perform shares in the form of the sale of securities to the public.

21. Foreign investors include:

a) The individual has foreign nationality;

b) The organization established in accordance with foreign law and the implementation of investment, business in Vietnam.

22. The stock business organization includes the securities company, the fund management company.

23. The claim to the guarantee is that the securities have guaranteed assets issued by the securities company, which allows the owner to be entitled to buy (the license to purchase) or be entitled to sell (certificate of sale) the basis for the organization to release that claim in a a pre-defined price, at or before a time has been specified, or received the arbitrate between the implementation price and the underlying stock price at the time of execution.

24. The creditor is the lender or the right to the right to request an organization, the individual who performs the obligation to pay the debt to pay. "

2. Add Article 2a after Article 2 as follows:

" 2a. The foreign ownership rate on the Vietnam stock market.

1. The proportion of foreign ownership at the general company is as follows:

a) The case of an international treaty that Vietnam is a regulated member of the foreign ownership rate, it is in accordance with international treaties;

b) The public company that operates in the industry, the business investment in which the law of investment, law-related legislation that regulates the proportion of foreign ownership is carried out by law.

For the public company operating in the industry, business investment is applicable to foreign investors without a specific regulation of foreign ownership, the maximum foreign ownership rate is 49%;

c) A public company that operates multidisciplinary, multidisciplinary, different regulation of foreign ownership rates, then the rate of foreign ownership does not exceed the lowest level in the industry, the profession (which the company operates) has a regulation of foreign ownership rates, Except for the case of another regulated international treaty;

d) For companies that do not belong to the specified cases at Point a, b, c This, the foreign ownership rate is not limited, unless the Company Charter case has a different regulation.

2. For state-owned enterprises to implement shares in the form of public securities, the proportion of foreign ownership is carried out by the rule of law in terms of antiquities. The legal case for the antiquities of the shares is not specified, the rate is done according to the corresponding regulation at Clause 1 Article.

3. The investment in the bonds of foreign investors is as follows:

a) Foreign investors are invested not limited to government bonds, bonds are covered by the Government, local government bonds, corporate bonds, except for relevant law enforcement or other regulated release organizations;

b) The case of a conversion bond, the release organization must ensure the rate of foreign ownership when it comes to the conversion to a stock or to the deadline for the stock to comply with provisions in Clause 1, 2 This.

4. The foreign investor is invested not limited to securities investment fund certificates, stock investment firm shares, stocks that do not have the voting rights of the public company, derivative securities, signage certificates, minus the charter case, and the stock exchange. of another regulated release organization. With the exception of the open fund, the securities investment fund has a foreign ownership rate of 51% or more, carrying out regulatory and procedendable investment procedures for foreign investors in capital, purchasing securities, the contribution of economic organization.

5. Company companies, the company listed the State Securities Commission and published information on the foreign ownership rates on its electronic information page, of the Securities Exchange and the Vietnam Stock Exchange Centre. "

3. Modified, add Article 4 as follows:

" Article 4. The condition of greeting the individual shares of the company.

1. The condition of the sale of individual shares of the public company is as follows:

a) There is a decision by the General Assembly to go through the method of greeting and use of capital. This method must determine the purpose, the investor to be sold or the criterion of choice investors, the number of investors, and the size of the expected sale.

In the case below, the method must specify that the investor is offered to the General Assembly to pass through and only be changed after being approved by the Eastern Council of the Council:

-Welcome to an organization, individual or a group of organizations, individuals and stakeholders of the organization, that individual to the rate of ownership of these objects exceeds the level of ownership prescribed at Section 11 Article 1 Amendment Law, which adds some of the provisions of the Law. Stock:

-Welcome to an organization, individual, or a group of organizations, individuals and stakeholders of the organization, that individual from 10% returns to the organization's charter issued during a salute or in the most recent 12 months.

b) Compact on the time of the transfer constraint and the distance between the prescribed sessions at paragraph 6 Article 1 The amended law, the addition of certain provisions of the Securities Law;

c) In response to other conditions under the relevant law regulation in the event that the organization's release is a business in the industry, business investment is conditional;

d) The release organization is not the parent company of the organization to be welcomed to the stock; or both of these organizations are not subsidiaries of the same parent company.

2. The condition of welcoming individual shares to swaps the debt of the public company is as follows:

a) There is a decision by the General Assembly to go through the method of greeting. The greeting method must specify the purpose, the number of shares expected to be sold, the creditholder list, the value of the debt swapped, and the number of shares expected swaps for each crediteholder, the identification method, and the rate of swaps. The specified method and exchange rate must have the opinion of the approved audit organization or the securities company that has a price appraisal function and not the relevant person (later called an independent price appraisal organization). The case of differing opinions between the expected swap rate and the logical default rate set by the independent price appraisal organization, then the Board must have a solution text to the Grand Council of the shareholders to consider the decision;

b) The debts that are allowed to be swapped must be debts that have been presented in the latest financial statements that have been audits or audits and have been passed by the General Assembly;

c) In response to other conditions under the relevant law regulation in the event of a release organization, the creditor is a business in the industry, the business investment profession is conditional;

d) Meet the specified conditions at the point b 1 This Article;

The release organization is not the parent company of the creditable owner; or the organization that releases and creditors are not the subsidiaries of the same parent company.

3. Terms of the sale of the stock to swapping for shares of the unrepresented stock company or offering a sale to one or some shareholders determined to swap the stock of the other public company or bid to sell shares in exchange for the share of equity at the company. The liability is as follows:

a) There is a decision by the General Assembly to go through the method of greeting. The greeting method must specify the purpose, the number of shares expected to be sold, the list of investors, the number of shares expected to release swaps and the number of shares, the portion of which is the exchange of each investor, the definite method, and the rate of swaps. The method of identifying and the swap rate must have an opinion of the independent price appraisal organization. In the case of differing opinions between the expected swap rate and the logical default rate set by the independent price appraisal organization, then the Board must have the program text to the General Assembly to review the decision.

The case of a stock swap of one or some of the other public company 's defined shareholders must be passed by the company' s Grand Council of shareholders through in case the organization 's ownership rate of release at the company' s company has a stock stake. swaps beyond the public offering of a public offering in paragraph 11 Article 1 of the amended law, the addition of certain provisions of the Law of the Securities;

b) The stock or portion of interest that is swapped not in cases of transfer restrictions at the time of the change under regulation at the Company Charter of the holding company, the LLC or the relevant law regulations;

c) Responding to the conditions under the relevant law-related conditions in the event of a release organization, the company has shares or the portion of the traded capital that is business in the industry, the business investment profession conditional and meets the statutory conditions. the law on economic focus in the case of swaps to merge, merge;

d) Meet the specified conditions at the point b 1 This Article;

The company's financial report has the shares or the portion of the traded capital that has been audable by the approved audit organization. The opinion of the audit is the full approval, no opinion except;

e) The release organization is not the parent company of the company whose shares or portion of the funding that has contributed; or both of these organizations are not subsidiaries of the same parent company.

4. The stock business organization makes a separate sale, offering individual sales to swap debts that must meet the regulation at Clause 1, paragraph 2 This. The stock business organization is welcomed by the stock to swap shares or portion of the capital that aims to merge, merged with the other securities business organization that has the same profession or separate sales to convert to a holding company in accordance with the direction of the Ministry of Finance. "

4. Modified, add Article 5 as follows:

" Article 5. The record sells the individual shares of the company.

1. The record-selling individual shares of the public company include:

a) The register itself registers a separate stock sale by Form 01 Annex issued by this decree;

b) The main text or copy of the General Assembly Meeting; the decision itself of the General Assembly and the Board of Directors through regards to the sale and use of capital, accompanied by a greeting and use of capital, list of investors. is welcomed (if any) and the number of shares expected to be sold to each investor;

c) The document provides information about the salute to the investor (if any);

d) The document copy of the competent organ or equivalent document proves that the organization to issue a regulatory response at the Point of Article 1 Article 4 This decree;

The official statement of the organization's Commitment and investor is offered to meet the stipulation at the point of Article 1 Article 4 of this decree.

2. The profile sells individual shares to swaps the debt that includes:

a) The prescribed documents at Point a, b, c 1 This Article;

b) The latest fiscal year Financial Report audits by the approved audit organization and the nearest annual financial report audits of the organization's review. In the case of unjustified debts in the financial statements, it must have the text of the financial reporting audit firm confirming the list of creditors and the value of debts to the shareholders of the shareholders through;

c) A document copy of the authority with authority or other valid documents that demonstrate the organization's release, the creditholder meets the regulation at Point 2 Article 4 This decree, except for the case of the release of the organization, the creditowner is the stock business organization;

d) The written opinion by the organization of the independent price appraisal and the program of the Board of Directors (if any) of the specified method and the rate of swaps;

The official statement of the organization's release and crediteholder is in response to the provisions of Article 2 Article 4 of this decree.

3. The record welcomes individual shares to swap shares of the holding company or the portion of the contribution at the limited liability company.

a) The prescribed documents at Point a, b, c 1 This Article;

b) The commit itself of the equity holder, the portion of the funding swaps or the text confirmed by the company 's law-based representative has the shares or the part of which contributes to the stake, the portion of the investor' s contribution is unrestricted. transfer;

The case of a swap exchange of one or some of the other public company ' s defined shareholders leads to the ownership rate of the organization released at the company that exceeds the public offering in accordance with the regulation at Section 11 Article 1 Amendment Law, which adds some. The article of the Securities Law, which must add a decision through the exchange of the company ' s Grand Council of shareholders whose shares are swapped. The case is that economic focus must be announced, taking the opinion of the competitive governing body, that must add the document of the agency or the opinion of the competent authority under the law of competition.

c) The company ' s financial report has the shares or the portion of the traded capital that has been audits;

d) A document copy of the competent agency or the valid documents that demonstrate the release of the organization, the company has the shares or the part that contributes to the regulatory response at Point 3 Article 4 This decree;

The government's commitment to release and the company has the shares or the portion of the funds that have been swapped in response to the provisions of Article 3 Article 4 of this decree.

4. The private stock sale of the stock business organization is the holding company that includes:

a) The documents specified in Clause 1, Clause 2 of this, depending on the purpose of the sale;

b) The fiscal report itself has the closest audits and the valid document proving that the investor has sufficient capital funds to supplement the charter capital. "

5. Modified, add Article 6 as follows:

" Article 6. The procedure to sell the individual shares of the public company

1. The organization issued a separate stock subscription to the State Securities Commission.

2. The case of a separate and semi-independent retail registration filing case, for a five-day period since the date of receiving a separate stock offering record, the State Securities Commission must have a written opinion of the request for additional release, modification of the stock market. The file. The time to receive a full and valid profile is calculated from the time the organization released the completion of the addition, modification of the profile.

3. In the 15-day period since the date of receiving the full and valid registration records, the State Securities Commission informed the organization of the release and published on the electronic information site confirming the full reception of the registered registration record of individual shares. of the organization's release.

4. The organization of the issue must open a blockade account and take over the operating capital under the provisions of Article 3 Article 21 of the Securities Law, except for the case of a sale to swap debts, or to swap for the shares or part of the other company.

5. In the 10-day period since the end of the sale, the organization issued a report that results in the results of the sale by Form 02 Annex issued by this decree to the State Securities Commission, accompanied by the validation of the commercial bank where the document was opened. It ' s about the amount of money that ' s coming from the sale. For the specified cases at Clause 2 and Section 3 Article 4 This Protocol, the results report that the sale results must be submitted with the confirmation text of the parties receiving the swap shares. "

6. Corrects 2, 3, 4 and add paragraph 5 Article 7 as follows:

" 2. The amendment, addition, process the records as required by the text of the State Securities Commission.

3. The organization makes a bid for the sale of the registered methodology and must complete the sale in the 90-day period, since the date the State Securities Commission has a notice of receiving full registration records.

4. The Board of Directors is only changed to the contents of the capital use, with regard to the criteria defined or the organization receiving investment capital, the purpose of use of capital when authorized by the General Assembly and by regulation at the company charter. In the 10-day period since the day the Board of Directors decided to change the content mentioned above, the organization released the State Securities Commission report by Form 3 Annex issued by this decree, while publicly speaking changes on the site. The organization's electronic information releases and does the obligation to publish information in accordance with the securities and securities law regulation of the company. Any changes must be reported at the nearest Grand Council.

5. The organisation must publish a report using a verified audits at the Grand Council of shareholders or to persuade the details of the use of capital obtained from the sale in the verified fiscal year's report. The regulation does not apply to a public company that welcomes the shares to swap debts or swaps shares, part of which contributes. "

7. Modified, add Article 9 as follows:

" Article 9. The general regulation of the sale of securities to the public

1. Organization, individuals are only welcome to sell the stock to the public in the following circumstances:

a) The business is eligible for the sale of securities to the public by regulation at Article 12 of the Securities Law and Clause 7 Article 1 The amendment law, the addition of certain provisions of the Securities Law, except for the case of the sale of the securities of the state business. to the holding company pursuits to the law of the antiquities, the regulatory law of management and the use of state capital investment in the business;

b) Greet the securities to the public to establish a business by regulation at Article 12, Article 13, Article 14 and Article 79 This decree.

2. The registration of the sale of securities to the public must be due to the organization ' s implementation, except the following cases:

a) The state-owning body of state, Corporation, State Corporation, the state-owned enterprise that sells the part of state capital holds to the public according to the regulatory law of management and the use of state capital investment in the business, the law of the shares of goods;

b) The majority shareholder welcomes the equity of the public.

3. The event that the organization released does a partial sale in the total number of registered shares of the stock offering to the public for one or some of the specified investors (except for the case of sale to the existing shareholder corresponding to their ownership rate in the quarter). The company, or the seller, has to ensure that the terms of the sale, the rights condition, the shareholder's obligations are not more favorable than the terms of the sale to the existing shareholders, except for the exception of the Grand Council of the shareholders. The General Assembly and the Board of Directors must determine the criteria, list of these investors in accordance with the provisions of Article 4 of this decree. The number of shares stated above was restricted to the transfer quota for 1 year from the date of the completion of the sale.

4. The proceeds from the sale must be transferred into the prescribed blockade account at Section 3 Article 21 The Securities Law. The organization does not use money on a blockade account in any form until the completion of the sale and reports the State Securities Commission. In the case of a commercial bank, a commercial bank must choose another commercial bank to seal the proceeds from the sale. The bank opens the blockade account is not the relevant person of the release organization.

5. In the 10-day period, since the end of the sale, the organization issued a report to the State Securities Commission and published information on the results of the sale accompanied by the commercial bank ' s confirmation where the opening of the blockade account was obtained from the proceeds. Good morning.

6. During the 3-day period of work, since the date received a report of the sale results, the State Securities Commission issued a statement confirming the results of the sale to the organization's release, the Securities Exchange and the Vietnam Stock Exchange.

7. After receiving a notice of confirmation of the sale results from the State Securities Commission, the release organization was asked to end the blockade of the proceeds from the sale and complete the registration, registration, transaction registration, stock listing, according to the report. specified at Article 1 Article 56 of this decree.

The Vietnam Stock Exchange Center is in charge of coordinating with the Stock Exchange of Securities that has registered its focus on trading on the Upcom trading system. The organization was responsible for announcing information within 24 hours of the registration of the transaction on the Upcom trading system shortly after receiving the SEC's announcement of the completion of the transaction registration procedure.

8. Use of Capital

a) The board of directors is only changed the purpose of use of capital when authorized by the Grand Council of the Ancient Council. The case of the Board of Directors has a decision to change the purpose of using capital under the jurisdiction of the Eastern Council, for a 10-day period since the date of the decision to change the purpose of capital use, the organization issued to report the State Securities Commission. According to the Fourth Form issued by this decree, it is accompanied by the decision of the Board and the relevant documents of the authority to have jurisdiction over the change (if any), while simultaneously making the announcement of the change. The change of use of capital must be reported to the nearest shareholder;

b) The case of capital mobiles to carry out the investment project, the 6-month term from the completion date of the sale until the completion of the project; or until the total amount of money mobiles, the organization released must report the State Securities Commission. According to the 05 Appendix issued by this decree and published information about the progress used by the sale. The published organization must publish the report used by audits to be verified at the Grand Council of shareholders or to persuade the details of the use of capital obtained from the sale in the verified fiscal year's report. "

8. Edit paragraph 2 Article 18 as follows:

" 2. Meet the following conditions:

a) There is a profitable business outcome to the time of the registration of the subscription;

b) There is a time of operation from 01 years or more, since the merger date, the merger, minus the case:

-The most engaged organizations, which merged the business operations of the previous year before the most successful year, merged with interest, and at the same time no ramparts of succession to the time of merger, merger; or

-As the most incorporated form organization, the merger under the Restructuring Scheme has been approved by the Prime Minister. "

9. Edit Point A paragraph 2 Article 23 as follows:

"a) Has the method of release and swaps passed by the General Assembly; ensure that the provision of the law of investment, the law concerning the condition, of the ratio of ownership applies to foreign investors (if there are foreign investors involved);"

10. Article 28a after Article 28 is as follows:

" 28a. Welcome and list of overseas funds certificate

The fund management company is welcomed, raising foreign capital to establish foreign investment funds, listing the established funds in Vietnam abroad. Foreign capital mobiles, greylisted, listing in foreign funds must report the State Securities Commission and must comply with the rule of law on foreign exchange management and related laws. The case for listing the certificate of the foundation established in Vietnam abroad, must be approved by the investor's Congress of funds and reports the State Securities Commission. "

11. Edit Point 1 Point 1, add g 1 Point 1, modify paragraph 2 Article 37 as follows:

"b) There is sufficient capital to buy back stock from the following sources: The equity surplus, the profit after undistributed tax, the other fund belonging to the equity is used to supplement the regulatory capital under the rule of law;"

"g) The total number of shares acquired to make the fund stock, in all repurchases, was not exceeded 30% of the popular stock in circulation."

" 2. The acquisition of the stock is exempt from the regulation at paragraph 1 This Article in the following cases:

a) Acquisition of shares at the request of the shareholder stipulated at Article 129 Enterprise Law;

b) Acquisition of the stock of employee workers by the statute of voting for the worker; acquisition of odd shares according to the stock release method to pay dividends, release shares from the equity source made under the guidance of the Ministry of Finance. It is

c) The stock company acquired its own stock to correct the transaction by the provisions of the State Securities Commission. "

12. Edit Point 1, paragraph 2 Article 38 is as follows:

" d) made the acquisition of the stock in the 06 month period from the date of the report results of the fund stock transaction, minus the stipulated cases at clause 2 Article 37 This decree; or just the end of the sale, issued the stock to increase capital no more than 06. Months, from the date of the end of the sale, release. "

" 2. Unless the stock acquisition is corresponding to the ownership rate in the company, or the company that makes a public offering to the stock that has issued, or acquisition of shares in accordance with the decision, the Court 's verdict, the Referee' s ruling, the company is not purchased. The shares of the following shareholders:

a) The company manager and the relevant person under the provisions of the Securities Law;

b) The equity holders have a transfer restriction under the rule of law and corporate charter;

c) The large shareholder is prescribed at the Securities Law, except for the event that the issued organization registered transactions or listed on the Stock Exchange and the transaction performed in the form of the command joint. "

13. Edit paragraph 1 and paragraph 4 Article 39 as follows:

" 1. The company has only been sold for the fund after 6 months, since the end of the latest acquisition, unless the fund stock is sold or used as a reward stock for the worker or the stock exchange buyout in regulatory cases at the same time. Paragraph 2 Article 37 This decree. The company is culled to reduce the capital; or sell, as a reward stock to increase the charter; not to be used as a guaranteed asset, assets to contribute, or swaps. "

" 4. Where the sale of the fund shares in the form of a public offering or offering a separate sale, the public company does according to the regulation of the sale of the stock to the public or the sale of individual shares. "

14. Add 3 Article 41 as follows:

" 3. In the event of participating in the public offering auction, the organization, the individual, does not have to follow the regulations on public offering, when it is intended to buy or exceed the rate of the stock ownership stipulated at Section 11 Article 1. Some of the provisions of the Securities Law. "

15. Edit Point a, b and c 3 Article 53 as follows:

" a) Is a closed fund, real estate investment fund, portfolio swap fund or corporate securities investment firm;

b) Member of the board of securities investment fund or board member, Board of Control, Director, or General Manager, Deputy Director, or Deputy General Manager, Chief Accounting Officer, major shareholder is the person involved with the board member, Board of Directors. Control, Director, or General Manager, Deputy Director or Deputy General Manager and Chief Accounting Officer (if any) of the securities investment firm pledged to hold 100% of the fund certificates or shares due to its ownership in the 06-month period from the date of listing and evening. That ' s 50 percent of the fund or stock certificates for the next 6 months;

The case of a real estate investment fund, which comes in real estate with a value of 30% or more of the amount of funding that has issued, then investors with real estate have to hold a minimum of 30 percent of the fund certificates in circulation. three (03) years, since the time of the real estate contribution to the fund and holds a minimum of 15% of the fund certificates circulating in the next three (03) years. In the case of equity equity investors less than 30% of the fund's issued fund certificates, 100% of the fund certificates are owned in three (03) years, since the time of the real estate contribution to the fund and holding a minimum of 15% in the next three (03) years. Come. In the case of equity equity investors less than 15% of the funds issued, 100% of the fund certificates are owned in six (06) years, since the time of the real estate to the fund;

c) There are at least 100 holders of fund certificates of the mass fund or at least 100 shareholders holding stock of the investment firm investment firm that does not include professional securities investors. This regulation does not apply to a catalog swap fund; "

16. Modified, add Article 55 as follows:

" Article 55. Listing the shares of the merged company, which received the merger, the organization issued shares to swap shares, other business capital contributions, certificate rights and in the case of reorganization of stock exchanges.

1. The listing guide to the listing, the listing of the securities on the Securities Exchange of the following organizations:

a) The organization formed after the merger process, the merger of the business;

b) The listed company makes a stock release in exchange for shares, which contributed to the target company that led to the rise of over 50% of the charter capital (prior to its release);

c) The certificate of guarantees issued by the securities company.

2. The case of reorganization of the Securities Exchange, the listing conditions applicable under Article 53, Article 54 of this decree. The classification of the listing area at the Stock Exchange of the Security Administration follows the decision of the Prime Minister. "

17. Modified, add Article 56 as follows:

" Article 56. Registration of transactions on the Upcom trading system, listing

1. Unless the registered stock case, registration of the transaction, the stock that has welcomed the public must be registered to file a focus on the Vietnam Stock Archive Centre and register trading on the Upcom trading system, listed on the Exchange ' s Exchange Service. stock in the following principle:

a) For a maximum of 90 days from the date of the end of the sale of the stock to the public to share the state business under the rule of law in terms of the commodity shares and for a maximum of 30 days from the end of the sale of the stock offering. Other businesses in terms of securities law regulation, the organization releases must complete the procedures to reregister the business (if any), registration of the shares, shares at the Vietnam Stock Exchange Centre and register trading on the site. Upcom trading system;

b) The state of state enterprise implementation of the prescribed stake in Article 22 of this Decree in the form of a sale of the stock to the public that fulfills the full listing conditions under regulation at Article 53 or Article 54 of this decree, the business must file the listing immediately after the end of the sale and report the results of the sale to the State Securities Commission.

2. The Ministry of Finance specifies the case, the procedure of registering transactions on the Upcom trading system; listing, additional transaction registration. "

18. Edit paragraph b paragraph 2, point g 4 Article 57 as follows:

"b) The decision itself of the Grand Council of the shareholders through the listing of the stock or the approval decision of the state agency has jurisdiction over the Commodity Equity Scheme (in the case of the stock listing of the state enterprise performing the shares);"

" g) Main Report of the Fund's Investment portfolio, the securities investment firm at the time of the registered listing of the supervising bank. The registration case for the listing of the index swap funds, then the contract uses the index and the contracts with the fund members. "

19. Edit paragraph b paragraph 2 Article 59 is as follows:

"b) Copy of the Certificate of Registration Registration or other documents issued by the State Securities Commission in case of issuing additional shares."

20. Edit Point 1, point a paragraph 2, paragraph 4 Article 60 is as follows:

" 1. The stock was canceled listing when one of the following cases occurred:

e) The listing end the existence or does not meet the listing conditions due to the merger, merge, split, dissolution, dissolution, dissolution or bankruptcy or the organization released on sale, released from 50% onwards the number of stocks circulating in exchange for the acquisition. stock, which contributes to other businesses; the securities investment fund terminated operations; the listing organization did not meet the conditions as the public company; "

" 2. The stock was canceled listing when the listing organization recommended the cancellation of the listing and fully meet the following conditions:

a) The condition is unlisted:

-The decision to cancel the listing was voted unanimously by the Council of the shareholders to pass by the rule of corporate law, which must be at least 51% of the voting votes of shareholders not large shareholders through;

-The cancellation of the listing was made after a minimum of 2 years, since the date of the implementation of the listing on the Stock Exchange; "

" 4. The company's shares cancelled the listing but still met the condition that the company had to register trading on the Upcom trading system shortly after the listing. The sequence, the procedure of cancellation of the stock listing, registers the stock exchange on the Upcom trading system; the listing of the investment fund certificates, the stock investment firm shares in the direction of the Ministry of Finance. "

21. Edit paragraph 9, add paragraph 11, 12, 13 Articles 71 as follows:

" 9. The foreign investor was established, purchasing shares, which contributed to the ownership of the securities business organization's charter under the following principle:

a) The foreign investor is the organization that meets the regulatory response at Article 10 of this, which is purchased to own up to 100% of the stock of the securities business organization; it is established that the stock business organization is 100% foreign capital.

The case for foreign investors is that the organization does not meet the provisions of Article 10 or the individual is owned by less than 51% of the securities business organization;

b) Compliance regulations at Point 7 (for the securities company), Point 8 This Article 8 (for the fund management company). "

" 11. The stock business organization is issued shares to increase capital from a capital surplus in the salons, issued or due to the difference between the price of sale and the price of capital buying into the fund stock; or from the profits left and other valid sources of capital. Owner, equity.

a) The case of a stock release to increase capital from a surplus of capital due to the difference between the price and price of sale in the salute, the release, the company is only made after one year from the time of the end of the sale, the latest release. The case released from a surplus of capital due to the difference between the sale price and the price of capital buying into the fund stock, it was only done after the sale of the fund stock;

b) The case of a stock release to increase capital from the profit source left and other valid sources of equity, the company made only when there was no rampart and secured sufficient funds to be made after a full merger of the reserves. In the investment room, the backup must be difficult to collect and the other contingers are required.

12. The stock company meets the conditions below that are salated with a guaranteed claim:

a) There are no ramiholes, charter capital and equity equity at a minimum of $1,000 billion or more according to the year ' s most recent audit of the year, and the latest annual financial report audits;

b) fully licensed to the business of securities business;

c) The foundation or money securities fund to secure payment for the salute to the deposit at the deposit bank is not the person involved;

d) Not to be placed in a state of warning, suspended operation, suspension of operations or in the merger, mergers, dissolution, bankruptcy;

The last year's financial report was auditated by the approved audit firm without exception.

13. The sale of the certificate of authority must be approved by the State Securities Commission prior to the execution. The profile, sequence, procedure for sale of the right to guarantee; the signing of the fund, the basis of the underlying stock, the liquidity of liquidity, market capitalization, the free rate of transfer of the underlying stock, the scale of the offering and financial indicators of the organization. issue of the underlying stock, implement in accordance with the guidelines of the Ministry of Finance. "

22. Additional Article 90a after Article 90 as follows:

" 90a. Capital of the estate to the real estate investment fund

1. The investor is funded by real estate that meets the conditions below to set up the real estate investment fund or raise the charter capital for real estate investment fund:

a) The estate that meets the regulations at the fund charter, in accordance with the investment objective, the fund ' s investment policy;

b) The real estate property of the investor, which is not restricted to the ownership transfer or the use of the estate of the property expected to contribute to the fund; not the secured property being held, mortgage, deposit, wager, blockage or in. the other secured asset transactions under the rule of civil law and meet the regulations at Section 2 Article 91 This decree;

2. The registration record welcomes the public funds certificate in the event that the investor that contributes to the real estate includes the following documents:

a) The paper itself registers the sale of the fund to the public;

b) Fund rules;

c) The report itself, the prospectate summary;

d) Principles of the principle of storage activity, supervising oversight with the supervising bank; the principle contract on valuation activities with the valuation organization (if available); contracts on estate management with the organization of real estate management; the principle of principle of employment. distribution of fund certificates between the fund management company and distribution agents;

It is a founding member of the fund's estate and founding member of the fund (if available), with the receipt of a real estate contribution agreement to establish a real estate investment fund in which the value of the assets is financed and the following documents:

-A copy of the decision to establish, a business registration certificate or other equivalent document by the investor is the organization; the valid copy of the citizen's ID, the employee ID card of the investor is personal;

-The policy of the meeting, the Congress of the Eastern Council and the Board of Directors or the Council of Members or the decision of the owner of the organization that contributes to the regulation at the company charter of the contribution of the property to the real estate investment fund, committed. to comply with the conditions of the transfer of the funds certificate;

-A copy of the property that proves ownership, the right to the real estate of the investor, to the law of the estate of the estate, the law of the housing, the law of the land;

e) The latest fiscal year Financial Report audits by the independent audit organization or the report of the real estate management organization on the most recent year of the validation of the independent audit organization and the most recent quarterly reports. Yes.

g) The certificate of real estate pricing appraisal of two (02) organization of independent price appraisal;

h) A career employee profile at the property investment fund management department under the guidance of the Ministry of Finance;

l) commit to the release of the release (if any).

3. The sale profile, which releases funds to raise funds for the investor that contributes to the real estate that includes the following documents:

a) The documents prescribed at Point a, Point b, Point c, Point, Point, and Point 2 This Article;

b) The policy of the meeting and resolution of the investor's congress through the sale of additional funds to raise funds for the fund, through the release and use of capital. The committee's meeting and resolution compacts through the content of: The release date, the timing, the issuing price, the specified criteria, and the investor is salated in the event that does not distribute all the rights to the expected release of the fund.

c) The main financial report prior to the year of the proposed release of the fund was auditated by the approved audit organization;

d) The main report of the valuation results, revaluation, the price appraisal of existing real estate properties, reports on the value of the monitored net assets of the supervising bank at the time of filing.

4. The estate valuation that contributes to the real estate investment fund must be made by two independent price appraisal organizations in accordance with the law of price appraisal, the law of real estate business, and related law regulations. The valuation is made in no more than six (06) months, as of the date of the filing of the sale, the release of the fund certificate. In the event of a foundation, the value of the property contributes to all the investors who have been invested in real estate and the founding member (if any) of the approval fund. In the event of the fund's charter capital, the value of the assets has to be passed by the fund's investment house.

The real estate case that contributes to the fund is valued higher than the actual value at the time of capital, the investors who contribute to the same estate add by the difference between the valued value and the actual value of the real estate. to be capital at the time of the valuation; the same time the union was responsible for the damage caused by intentional real estate pricing higher than the actual value.

5. The transfer of ownership, the right to use real estate from the investor to the fund to implement the law on the business of the business and the regulation of the law in relation. "

23. Modified, add Point a, Score 1 Article 91 as follows:

" Article 91. Investment activity of real estate investment fund

1. The real estate investment fund must guarantee:

a) A minimum of 65% of the fund 's net asset value is invested in real estate in Vietnam with the purpose of leasing or extraction to gain stability and regulatory response at Section 2 This, the organization' s stock of the organization released is the real estate business organization. has revenue or income from owning, leasing, and real estate business that reaches a minimum of 65% of total revenue or income (later called real estate company);

A maximum of 35% of the fund's net asset value is invested in money and money-equivalent tools, price papers, and transfer tools under bank law, Government bonds or bail-backed Government, listed securities, transaction registration, does not charge the investment in the stock of the real estate company. Investing in these assets must secure the following limits:

-No more than 5% of the fund's total assets value issued by the same organization, except for Government bonds;

-Do not invest more than 10% of the fund's total assets on the release stock of a group of companies with a parent company, the subsidiary, the affiliated company;

-Do not invest in more than 10% of the total circulating stock of an organization released; "

24. Repeal Article 3, Article 8, Clause 1 and Clause 4 Articles 23, Points 1 Article 60, Points b 10 Article 71, Clause 4 Articles 77.

What? 2. Terms of execution

1. This decree has been in effect since 1 September 2015.

2. Repeal Decision No. 55 /2009/QĐ-TTg April 15, 2009 by the Prime Minister on the foreign investor's participation rate on the Vietnam Stock Exchange.

What? 3. Organization to execute

1. The Ministry of Finance is responsible for the implementation of this decree.

2. The ministers, the chief of the government, the Prime Minister of the Government, the Chairman of the People's Committee of the provinces, the Central City of the Central Committee, is responsible for the implementation of this decree.