IT ' S SMART

Guidance to establish and manage real estate investment fund

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Stock Law Base June 29, 2006;

The amended Law Base, added some of the provisions of the Securities Law on November 24, 2010;

The Cost of Law on June 20, 2012;

Base of Protocol 58 /2012/NĐ-CP July 20, 2012 by the Government Regulation and guidelines enforce certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law;

Base of Protocol 118 /2008/NĐ-CP November 27, 2008 the Government regulates the function, mandate, jurisdiction, and organizational structure of the Ministry of Finance;

On the recommendation of the Chair of the State Securities Commission;

The Minister of Finance issued the Investment Guide to the establishment and management of the real estate investment fund.

Chapter I

GENERAL REGULATION

Number one. Adjuvable range, subject to application

1. This information regulates the raising of capital, establishment, management and oversight of the investment activity of the real estate investment fund, organized and operated in the form of a public securities investment fund or the investment firm.

2. The applicable object of this message includes:

a) The fund management company, the storage bank, the supervising bank, the price appraisal organization;

b) The real estate investment fund, the real estate investment firm;

c) The foundation of the fund, the board of directors of the investment securities securities firm, investors, shareholders of the real estate investment fund, the investment securities investment firm;

d) organizations and individuals involved.

Article 2. Explain the word

In addition to the words that have been explained in the Digital Protocol 58 /2012/NĐ-CP July 20, 2012 by the Government Regulation and guidelines enforce certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law (later known as Protocol No. 1). 58 /2012/NĐ-CP ) in this message, the words below are understood as follows:

1. Real estate investment firm is the real estate investment fund organized in the form of a public holding company by the rule of law on the business.

2. Real estate pricing appraisal is the text that expresses the real estate price appraisal due to the real estate price appraisal organization at the request of the customer.

3. Real estate management services is the activity of the organization, the real estate business individual that is owned by the owner or owner of the property that is authorized to perform the preservation, preserve, look, operate and exploit the real estate under the real estate management contract.

4. Distribution agent is the securities company, the fund management company.

5. Real estate pricing is consulting activity Oh, determine the price of a specific property at a specified time.

6. Real estate business. including real estate business and real estate services business. In it:

a) The real estate business is the forgiving of investment capital, purchasing, receiving transfers, renting, renting real estate to sell, transfer, lease, lease, lease, lease for lucrative purposes;

b) The real estate service business is the activities that support real estate business and real estate markets, including real estate brokerage services, real estate pricing, real estate exchanges, real estate advice, real estate auction, advertising, advertising, and real estate. Real estate, estate management.

7. Personal Profile This includes the provision of a prescribed information at the appendix 9 issued by this message, a copy of the certificate of the certificate of the people, passport, or other legitimate personal testimony.

8. Buying house sales, building construction in the future is the purchase of the house, construction work that at the time of the signing of the contract, the house, that construction has not yet formed or is forming according to the project profile, the design of the construction of construction and the specific progress.

9. Who has the right to do with an individual, the organization. are individuals, organizations that have ties to the individual, that organization is as follows:

a) A person with a married and family relationship with that individual;

b) The organization that the individual along with the married and family relationship (if any) owns over 30% of the charter capital;

c) The group of companies with a partnership.

10. The operator of the fund. is the manager of the fund management company that is designated by the fund management company to manage, run the investment activity of the real estate investment fund, the real estate investment firm.

11. Group of companies with a relationship are organizations that have ties to each other as follows:

a) The parent company (owned from fifty-one percent (51%) becomes the charter capital);

b) The joint venture company (which owns fifty percent (50%) of the charter capital);

c) The company aligned (owned from thirty percent (30%) of the charter capital).

12. Development of the real estate project includes one or several activities. Following:

a) Participation in the rights to land use, bidding for real estate projects;

b) The project proposal with the state agency has the authority to allow the investment of construction to business;

c) The implementation of the investment project for the construction of engineering infrastructure works, construction and housing structures under a detailed plan of building 1/500 of the project has been approved by the state agency, including works such as design and construction. details; bidding and construction contractors; organizations to implement and oversee construction activities; ... by the rule of law in real estate business.

13. Real estate investment fund is a type of closed-end fund, making a public offering of public funds and not being acquired at the request of an investor, for the purpose of seeking a profit from investing in the real estate at paragraph 1 and paragraph 2 Article 91 of the number. 58 /2012/NĐ-CP.

14. Capital of the estate fund, the real estate investment firm. is the number of investors, shareholders and investors in the fund's charter, the regulation of the securities investment company.

Chapter II

REAL ESTATE INVESTMENT FUND

Section 1. SALVE, FOUNDATION.

Third. General regulations on real estate investment fund

1. The name of the fund must be consistent with the laws of the business, which must be written in Vietnamese, which may be accompanied by the digit, symbol, pronounced, and there are at least two of the following elements:

a) The phrase "estate investment fund";

b) Private name.

2. The state agency, the Vietnam People's Armed Forces unit is not part of the fund's funding, which buys real estate investment funds. The participation of the fund's fund, which buys the real estate investment fund of credit organizations, insurance businesses, stock business organizations, the state-limited company a member of the state-a member, according to the law of industry law. It's relevant.

3. The case of the provision of a regulated real estate investment fund which allows foreign investors to be owned on 49% of the charter capital, the fund must register the number of securities transactions according to the rule of law and subject to regulation by the laws of law. restrict ownership of the application to foreign investors.

4. The publication of the information about the activities of the real estate investment fund in accordance with the provision of this information is done through the media below:

a) On the electronic information page of the fund management company. The case found to be necessary, the fund management company announced the information simultaneously on both the monitoring bank's electronic information page, the distribution agent;

b) the general information media of the Securities Archive Center, the Securities Exchange; and the Stock Exchange.

c) Other popular media pursuits to the regulation of the law on the publication of information on the stock market.

5. The first operating real estate investment fund charter was built by the fund management company according to the prescribed pattern at appendix 05 issued by this message. The registry investor to buy a fund certificate is considered to have adopted this charter. In the case of the amendment, the fund charter supplement has issued, the fund management company must take the investment investor opinion. Where the fund charter case has rules for execution, the fund management company is modified, which adds the fund charter associated with grammar errors, the description of the description, the deed at the fund charter but does not affect the content of the charter then not taking notice. The investment house. After the amendment, the fund management company must inform investors about additional content, modification.

6. The fund management company must build and provide the prospector of the prospector, the summary prospector, which covers the full form of prescribed information at the appendix 06 and appendix 07 issued by this message. The prospectate, the summary prospectbook was updated when it was given significant information or updated periodically by the regulatory frequency at the fund charter. The prospectate, the summary prospectate must be widely presented, limited to the use of the term expertise, which is posted on the fund's electronic information page and provides free to the investor at the request.

7. The fund ' s assets are owned by the participating investor, which holds the fund certificate according to the proportion of the funds that contribute, not the assets of the fund management company, the supervising bank. The fund management company is only used to use the fund 's finances to pay the fund' s financial obligations, not to use this asset to pay or bail out the debt obligations, the company ' s accounting obligations or the organization, the other individual under all forms. And in all cases.

Article 4. Registration for sale, registration for additional real estate investment fund

1. The sale, the release of the real estate investment fund certification, includes the first sale to raise funds and release more to raise capital.

2. The first offering of the fund certificates to the public must be registered by the fund management company with the State Securities Commission and comply with the following regulations:

a) Regulation at paragraph 3 Article 12 of the Securities Law;

b) The fund management company has full capital and personnel pursuits to the creation of the foundation, organization and operation of the fund management company; not placed in operational control, special control, operational deactivation, suspension of operations or ongoing operations. in the merger, mergers, dissolution, bankruptcy;

c) The fund management company is not in the state of being treated for regulatory violations in the field of securities without fully implementing the remediation of the sanctions and the measure of remediation by the decision-making decision of the competent state agency;

3. The release of more real estate equity fund certificates must be registered by the fund management company with the State Securities Commission and comply with the following regulations:

a) Meet the Regulation at paragraph 1 and paragraph 2 Article 94 The Securities Law;

b) There is a release and use method that has already been passed by the nearest investor. The release method must include the following content:

-Information about the rate of purchasing power; the principle and method of determining the release price; the level of dilution of the expected fund is expected after release; the method of determining the release price; the release rate of success or the minimum amount obtained during the release. and the process of handling in the case does not reach a successful release rate or do not collect enough minimum amounts as expected; the choice criterion for the seller welcomes and the method of determining the sale conditions in the event does not distribute all the certificates. the fund is expected to release more;

-Information about the use of capital; objectives, plans, solution routes (if available); the total investment value, information on the real estate expected investment (if available) by the regulation at the point b point 4 Article 14 This message.

c) The release date, the time of release, the specific release price, the specified criteria and the target audience in the event that does not distribute all the rights to the expected release fund must be passed by the fund representatives;

d) Only issued for the existing investor of the fund through the release of the rights to the fund certificate. The right to buy a transfer certificate. Where the existing investor does not exercise the right to buy a fund certificate, the fund management company is offered to sell fund certificates to other investors.

4. The registration records for the first real estate investment fund to the public include:

a) The registration paper for the sale of the certificate to the public according to the order at the appendix 1 issued with this message;

b) Fund rules;

c) The prospectate, the prospectiation summary;

d) The principle contract for the operation of the storage, oversight between the fund management company and the monitoring bank;

) Contract of the principle of the distribution of fund certificates between the fund management company and the distribution agents;

e) A minimum list of two (02) of the operator attached to the personal profile and the following related documents:

-A valid copy of the fund management practice;

-A valid copy of the property pricing certificate pursuits to the law of the real estate business and the proven documents of at least two (02) years of real estate price appraisal experience at real estate business organizations, business organizations and business organizations. the real estate service, price appraisal or replica of a valid appraisal card for price; or proven documents that have enforced the exams of the appraisal examination of the price include: the basis of price formation; the principle, the price appraisal method; Estate pricing appraisal and corporate value appraisal (this regulation applies to the operator of the estate portfolio manager).

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

5. The registration filing further issued an estate investment fund certificate including:

a) The documents prescribed at the point a, point b and point c paragraph 4 This, in which the fund charter regulates the fund's capital increase;

b) The meeting and resolution of the investor congress through the sale of additional fund certificates to raise funds for the fund, through the release and use of capital; the meeting and resolution of the fund representative issued through the bid for the sale and the cabinet. It ' s about a three-point clause.

c) The pre-year financial report prior to the year of the proposed release of a fund certificate was auditated by the approved audit organization, which guaranteed the profit of the fund in that year must be the positive number;

d) The valuation results report, price appraisal, copy of the legal documents related to each of the individual property categories expected to invest (if any), including a copy of the certificate of property ownership of real estate, land use or legal papers. proof of ownership, the right to use by the rule of law on real estate is already available; construction permits or project records and design drawings have been approved for real estate; the design of the construction work, the completion record. And the receipt of hand-to-use acceptance into the property of unlicensed projects, the right to use, the right to use; project records, The design of construction and construction progress, the construction of which was approved for the house, the construction work in the future; and the documents, papers and other legal documents under the rules of the law.

6. The registration records for the first real estate investment fund issued a public offering, releasing a specified fund certificate at paragraph 4, paragraph 5 This is set up into one (01) of the original set of electronic data files. The original file was sent directly to the State Securities Commission or sent through the post office.

7. The fund management company is responsible and ensuring that the information in the profile must be accurate, honest, not misleading, and there are sufficient important content that affects the investor's decision. During the filing period under consideration, the fund management company has an updated, revised obligation, adding a profile if the information detection is not accurate, that it develops or omits the key information under the specified regulations in the filing, or it is necessary to solve it. You know, the problem can be misleading. The revised text, the addition must have the signatures of those who have signed in the profile or of those with the same title as those or of the representative in accordance with the law of the company.

In addition to the release of funds, the fund management company must publish information on the modification, addition, and information that arise in accordance with the prescribed method at paragraph 4 Article 3.

8. During the time the State Securities Commission reviewed the registration of the estate investment fund, the fund management firm and the relevant person were only used in an honest and accurate manner of information in the prospectate that sent the Committee on its own. State stock to explore the market, which has to clear all information is just expected. The provision of this information is not done through the mass media.

9. During the thirty (30) days, since the date received full valid records by regulation at paragraph 4, paragraph 5 This, the State Securities Commission issued a registration of the registration certificate for the first time of the public offering, the registration certificate issued. It's a fund-proof. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

10. Certificate of registration for a fund certificate, additional release certificate issued by the State Securities Commission for the fund management company is a document confirming the sale of the registry, the release of the estate investment fund, which has met enough. The rules, the procedure, the rules of the law.

Article 5. Hello sale, distribution of real estate investment fund

1. The sale of the public funds certificate was made only after the State Securities Commission granted the registration of the registration certificate.

2. During the time of seven (07) days, since the date of the registration registration is valid, the fund management company must publish a prescribed notification of sale by regulation at paragraph 4 Article 3 of this article and at the same time sending the State Securities Commission. The announcement of the sale must be full of content by the specified number 2 appendix to this message.

3. The fund management firm, the distribution agent, the warranty organization (if any) must distribute the fund certificate fair, publicly, secure the registration deadline for a minimum investor to be twenty (20) days; this deadline must be issued in the first quarter of the year. records in the announcement of the sale.

In case the number of subscription fund certificates exceeds the number of registered registration fund certificates, the fund management company must distribute all the fund certificates allowed to sell to the investor corresponding to the investment registration rate of each investor.

4. The entire investor ' s contribution must be sealed at an open private account at the supervising bank and is only released after the date of the registration of the registration of the fund to be in effect. The supervising bank is responsible for payment of interest to the fund with a minimum interest rate at an unrestricted interest rate that is applying to the capital blockade time.

5. The fund management company must complete the distribution of the fund certificate in the maturity of the ninety (90) days, since the date of the registration of registration certificates to the public fund. The event could not complete the distribution of funds in this period, the fund management company had a written request for the State Securities Commission to consider restricting the distribution of funds.

In the time of seven (07) days from the date of the recommendation of the fund management company, the State Securities Commission considers the time extension of the fund certificate distribution, but the maximum is no more than thirty (30) days. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

6. During the period of three (03) days, since the date of the completion of the sale or certificate of registration expires, the fund management company must notify the State Securities Commission, while announcing the prescribed information at paragraph 4 Article 3 of the Company. This is about the fact that the fund does not meet the conditions established when one of the following cases:

a) There are fewer than one hundred (100) investors buying fund certificates, not including professional securities investors; or

b) Gross capital value is lower than fifty (50) of the Vietnamese dollar or lower than the minimum capital value expected to mobilize under the regulation at the fund charter (if any).

7. In the event of failing to meet the stipulated fund under regulation at paragraph 6 This, in the fifteen (15) days, since the date of completion of the sale or the registration certificate expires, the fund management company must reimbursate it. Investors all contributed, including interest rates (if any), at the same time, at all costs that arise from raising capital.

8. The suspension, cancelation of the prescribed execution by regulation at Article 22, 23 Securities Law.

9. The case of releasing additional funds to increase capital, sequence, procedure release procedure, distribution of rights to purchase by regulation at paragraph 1, 2, 3, 4, 5 This Article, other provisions relevant to the securities law apply to the organization. listing and the law of the business.

Number 6. Register to establish a real estate investment fund, which regulates the registration certificate establishing a real estate investment fund.

1. During the ten (10) days after the completion of the sale or certificate of registration expires, the fund management company must send the registered State Securities Commission to form a foundation:

a) The registration registration is set in accordance with the prescribed pattern at the appendix 04 issued by this message;

b) The report results in the prescribed sample of the prescribed number 03, accompanied by the bank, accompanied by the bank's confirmation text of the amount of capital mobilized in the sale and the number of investors involved.

2. The case of issuing additional funds certificate to increase capital, during the year (05) days after the end of the release, the fund management company must recommend the State Securities Commission to regulate the registration certificate to establish an estate investment fund. The profile recommended that the registration of the registration certificate is made up of the specified documents at 1 Article.

3. The registration registration filing established the fund, which regulates the fund registration certificate established as a (01) the original set with the electronic data file. The original case file was sent directly at the State Securities Commission or sent through the post office.

4. During the ten (10) days, since the date of receiving the full, valid file, the State Securities Commission issued a registration of the registration of the foundation or adjustment of the registration certificate to form the fund. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

Article 7. Confirm the ownership of a fund certificate

1. During the year (05) days, since the date of the registration of the registration of a fund or a registration certificate establishing an effective adjustment fund, the fund management company is responsible for confirming ownership of the investor with the amount of funds that have purchased. and set up investor registration with the following key content:

a) Name, address the headquarters of the fund management company; name, address of the supervising bank; the full name of the fund; the fund's listed stock code (if any);

b) The total number of funds certificates sold; the total number of funds that sold and total raised funds was given to the fund;

c) An investor list: surname names, population proofs or valid passport, contact address (for individuals), full name, short name, business registration number, headquarters address (for organization); stock exchange account number (if available); numbers the amount of certificate of ownership; the ownership rate; the date of purchase and date of payment;

d) The date of the investor registration.

2. Information on the investor in the investor register is the base to corroborate the ownership of that investor ' s fund certificate.

3. The company manages the registered food fund, which saves the fund as the law on registration, securities secretary.

4. In the forty-five (45) days of the day since the day the State Securities Commission issued a registration of registered real estate investment fund, the fund management company sent the State Securities Commission:

a) The meeting of the meeting or the receipt of the check and resolution of the investor congress on the fund representative committee, member of the fund representing the fund;

b) The list and personal profile of the members of the fund representing the fund.

Article 8. Real estate investment fund listing

1. In the thirty (30) days, since the date of the registration of registration or registration certificates establishing an adjuvable adjustment fund, the fund management company must complete the filing and list the fund certificates on the Stock Exchange according to its provisions. the law.

2. The registered investor that buys the fund certificate is considered to have passed the listing of the fund certificate. Where the fund charter is regulated and has been published in the prospectate, the listing, the additional listing of the newly released funds certificate does not need to take the investment of the investor.

Section 2. INVESTMENT ACTIVITY OF REAL ESTATE INVESTMENT FUND

Article 9. The portfolio and investment activity of the real estate investment fund

1. The portfolio of investment funds must be consistent with the goal and investment policy that has been stipulated at the fund charter and published in the prospectate, including the following types of assets in Vietnam:

a) Send money at commercial banks by the regulation of bank law;

b) The currency market engine includes valuable paper, the regulatory transfer tool in the banking sector;

c) Government bonds, bonds are covered by the Government, local government bonds;

d) Listed shares, trading registration shares, bonds listed on the Stock Exchange of Vietnam;

The stock has not yet listed, the stock has not registered the transaction of the public company; the unlisted bond of the organizations that operate in accordance with the Vietnam law; shares of the holding company, which contributes to the LLC;

e) Other securities and assets under the regulation of the law and the guidelines of the Ministry of Finance;

g) The real estate responds to this 4 Article 4.

2. The fund management company is only sent money and invested in the regulatory currency market at the point a, b paragraph 1 This at the commercial banks has been approved by the fund representative.

3. The investment portfolio structure of the real estate investment fund must meet the following regulations:

a) The minimum investment of sixty-five percent (65%) and a maximum of one hundred percent (100%) values the net assets of the fund into the prescribed real estate at paragraph 4;

b) Not to invest more than thirty-five percent (35%) of the net asset value of the fund into the assets in Vietnam by regulation at paragraph a, b, c, d, e, e paragraph 1 This and secure the following limits:

-No investment in securities of an organization that releases more than five percent (5%) of the total wealth of the fund, except for Government bonds;

-Not to invest more than ten percent (10%) of the total circulation of an organization issued, except for Government bonds;

-No more than ten percent (10%) of the fund ' s total assets value into the release securities of a company group that has parent company relations, subsidiary companies, affiliated companies;

-Do not use the funds and assets of the fund to lend, bail out the loans, unless the deposit of the deposit by regulation at the point of a 1 Article; do not use the fund ' s assets to carry out the fund sign transactions (loan purchase), sale. Short (lending to stock to sell);

c) The fund management company is not borrowed to fund the fund's operation, except for short-term loan cases to cover the costs required for the fund. The total value of the short-term loan of the fund is not more than five percent (5%) of the fund ' s net assets at all times and the maximum loan period is thirty (30) days;

d) Do not invest in the certificate of that government, investing in securities investment funds, established securities investment firms and operations in Vietnam;

Where the fund is registered as a foreign investor in accordance with Article 3 of this Information, in the investment activity, the fund must comply with the provisions of the law relating to the restrictions of ownership to foreign investors.

4. The real estate fund is invested in real estate that meets the following conditions:

a) Is that real estate is allowed to put into business in accordance with the law of real estate business;

b) As a home, the construction work has been completed by the rule of law on construction. Where the real estate is in the process of construction, it is only invested when the guarantee meets the following conditions:

-There has been trading contracts with potential customers, ensuring that real estate can be sold or usable, leasing soon after completion;

-The construction project has been made in the right progression to the time of the fund participation in capital;

-The total value of real estate projects during construction is not exceeding 10% of the total net asset value of the fund;

-It's not the land that has no construction on the estate business and the Land Rules.

5. The investment structure of the real estate investment fund is misled but not more than fifteen percent (15%) compared to the specified investment restrictions at point a, b paragraph 3 This and only due to the following causes:

a) volatility on the market of assets in the fund's portfolio;

b) Make the legal payments of the fund;

c) The merger, the merger, purchase of fund shares, the purchase of the securities public of the published organizations;

d) The newly registered Fund established or increased capital or split funds, merged the fund, which merged the fund the time of operating no more than six (06) months, since the date of the registration of the registration of a fund or registration certificate establishing a correction fund in effect;

The foundation is in the time of the asset liquoration to be dissolved.

6. During the period of three (03) months, since the date of the error of birth due to the specified causes at the point a, b, c paragraph 5 This, the fund management company must complete the reregulation of the portfolio, ensuring consistent with the regulation at paragraph 3 This.

8. The misstated case is that the fund management company does not comply with the investment restrictions under the law or fund charter, the fund management company must adjust to the portfolio in the fifteen (15) days, since the date of the error of the discovery. The management company must pay damages to the fund (if any) and is subject to all costs associated with the reregulation of the portfolio. If you arise, you'll have to deal with all the profits that you get for the fund.

9. During the year (05) days, since the date of the completion of the investment portfolio, the fund management company must publish the prescribed information at paragraph 4 Article 3 of this Notice; also inform the State Securities Commission on the errors in the investment. the portfolio structure, the cause, the timing of the birth or detection of the incident, the extent of the damage to the fund (if any) or the profit generated for the fund (if any), the remedied measure, the time of execution, and the remediation results. The announcement must be confirmed by the supervising bank.

10. When carrying out transactions to buy, sell assets to the real estate investment fund, the fund management company must comply with the following regulations:

a) For the listing securities, registration of transactions at the Securities Exchange, transactions must be made through the centralized trading system of the Stock Exchange; and the SEC.

b) For assets that are not real estate, listed securities, transaction registration, or in agreement transactions, the fund management company must take the written approval notice of the fund representative committee on the expected price range, at the time of the transaction. transaction, partner, type of transaction assets before the execution of the transaction;

c) For real estate, implemented by regulation at this Article 14.

What? 10. Net asset value

1. The fund management company has a responsibility to determine the net asset value of the fund and the net asset value on a single-fund certificate six (06) per month, in which:

a) The net asset value of the fund is determined by the total asset value minus the total debt paid by the fund. The total asset value of the fund is determined by the market price or the reasonable value of the asset (in the absence of a market price). The total debt payable by the fund is the payment or payment obligations of the fund as of the day before the valuation date. The method of determining the market price, the reasonable value of assets is in the category, the value of the debt and the obligation of payment made in accordance with the principle of regulation at the order of the number 15 issued by this Information and the internal regulation at the valuation manual;

b) The net asset value on a fund certificate by the net asset value of the fund divided by the total number of the fund is circulating.

2. The fund management company must build a valuation manual that includes a minimum of the following content:

a) Principles, selection criteria, changes to organizations that provide the report. These principles must also be specified at the fund charter;

b) The principle, the detailed process of implementing the valuation methods in accordance with the regulation of the law, stipulated at the fund charter and approved by the investment house. The principles, the process of implementing valuation methods must be clear, reasonable and consistent with international law to apply unity in different market conditions.

3. The valuation manual must be approved by the fund representative and provides the monitoring bank to confirm the calculation of net asset value. A list of minimum three (03) organizations that provide a non-relevant report of the fund management company and the supervising bank, must also be approved by the fund representative.

4. The net asset value of the fund, the net asset value on a fund certificate must be verified by the monitoring bank. The validation of the value made by writing, or retrieval through the surveillance bank's electronic information system was approved by the fund management company.

5. At the next working day, after the bank oversees the confirmation, information on the net asset value of the fund, the net asset value on a fund certificate must be published in accordance with the prescribed information at paragraph 4 Article 3.

6. The fund management company is authorized by the supervising bank to determine the net asset value of the fund, the net asset value on a fund certificate. In this case, the fund management company and the supervising bank must have the mechanism and process of the projection, the review, the inspection, the operational guarantee that determines the value of the net asset as appropriate for the rules of the law, the net asset value is calculated. Exactly.

7. The case is mispriced, within twenty-four (24) hours, since the discovery of the incident, the supervising bank or the fund management company (in the case of a monitoring bank offering the service that determines the net asset value) must inform and ask for it. The fund management company or the supervising bank is in time to adjust.

8. During the year (05) days, since the date of the discovery of the value of the net asset being misdefined, the fund management company or the supervising bank must adjust and publish information in accordance with the regulatory method at paragraph 4 Article 3 This message, simultaneously through reported to the State Securities Commission on the wrong valuation, including the cause of the incident, the timing of the wrong valuation, the treatment. The announcement content must be confirmed by the management company and the supervising bank.

Article 11. Fund the benefit of the fund

1 . The real estate investment fund has to spend a minimum of 90% of the profit made in the year to pay the investor ' s interest. The division is the most recent investment by the investor. The yield pay for investors is quoted from the profit in the term, or the accumulated profit after a full account of the funds (if any) prescribed at the fund charter and finalization of all tax obligations, the financial (if any) prescribed by the law.

2. The advantage can be paid by money, with additional release fund certificates. The maximum of fifteen (15) days prior to the distribution of the yield, the fund management company must notify by the guarantee of an investor's registered address. The announcement must include a minimum of specified content at the number 14 appendix issued by this message.

3. The share of the yield of the fund guarantees the principle:

a) In accordance with the regulation at the fund charter of the profit division policy and has announced at the prospectate, the summary prospect;

b) Do after the fund has completed tax obligations and other financial obligations under the rule of law and fully extract the funds under the stipulation at the fund charter (if any);

c) After the pay, the fund still has to ensure that the capital is capital to pay enough debt, the obligation of other assets to the limit and to ensure net asset value is no less than fifty (50) billion;

d) The amount of return paid by the investor or the fund representative committee decides, in accordance with the investment objective, the regulations on the profit division of the fund;

In the event of a fund, the fund must have sufficient capital gains from the undistributed tax return on the basis of the most recent financial statements being audable or controlled.

Article 12. Operating expense of real estate investment fund

The operating costs of the fund include the following expense: fund management costs paid to the fund management company; the cost of storing the fund assets, the cost of oversight paid to the monitoring bank; maintenance costs, operating, real estate exploitation paid to the organization providing services. Real estate management; the cost of audit paid to the auditor organization; the cost of appraisal paid to the institutional appraisal; the cost of legal consulting services, price reporting and other reasonable services, remuning to the fund representative; the cost of the draft, in print, send prospectios, summary prospectins, financial statements, and other documents to the investor; the cost of announcing the fund ' s information; the cost of hosting the meeting. the investor assembly, the fund representative board; the cost associated with the implementation of the fund's assets and other costs under the rule of law.

Article 13. Manage real estate in portfolio

1. Before investing in a real estate category, the fund management company had to build up the mining plan and use that estate in the year (05) years. The plan must be approved by the fund representative.

2. The fund management company must authorize the organization to provide real estate management services to preserve, preserve, look, maintain, repair, upgrade, operate and exploit real estate under the contract of real estate management. The selection criteria for the real estate services business, the real estate management contract must be approved by a written consent fund.

3. The fund management company must have enough experienced employees, expertise in the field of organizational real estate business, the operation of the fund management company. The fund management company must be assigned a minimum of two (02) of the fund operator to meet the following conditions:

a) There is a full force of civil law and full law competence, not in the case of accepting a prison sentence or being banned by the court for business practice;

b) Not the person who has ever been dealt with from the fines of return to violations in the field of securities, banking, insurance in the second term (02) year of the year, as of the year appointed;

c) There is a certificate of fund management;

d) For the operator of the estate portfolio management fund, there is a certificate of property pricing as defined by the law of the real estate business and has at least two (02) years of real estate price appraisal experience at real estate business organizations. product, the real estate services business organization, the price appraisal business; or

There is an appraisal card for the price.

4. The fund management company must be responsible:

a) On behalf of the fund fulfills the ownership rights, the right to use, the obligation, responsibility for the property of the fund. Voluntary, honest, for the best benefit of the fund;

b) Regular examination, monitoring and execution of all activities warranties the project, the seller, the tenant, the buyer, the buyer, the organization that provides real estate management services and other partners in economic contracts related to the real estate of the real fund. full of its obligations under the rule of law on the real estate business and other laws of law are related;

c) In time of registration of ownership, the right to use the property of the fund pursues the rule of law on the real estate business. The guarantee is full of certificates of ownership of real estate, the right to use land or legal papers that demonstrate ownership, the right to use by the rule of law on real estate already available; construction permits or project filing and drawing design. The public exam has been approved for real estate construction; the design of the construction work, the completion record, and the receipt of hand-to-hand transactions for real estate in unlicensed projects, the right to use; project records, designed the construction of construction and building progress, which was approved for home, building construction in the future; and so on. documents, papers and other legal documents in accordance with the provisions of the relevant law;

d) The fund case is co-owner, co-owner of the estate then the fund management company must guarantee the fund is free to transfer the fund's assets at all times at all times at the cost of not being subordinate to the third party, and at the same time must have full of the following rights:

-benefication from operating activities and exploitation of real estate under the real estate management contract, corresponding to the rate of capital contributions;

-Joining opinions, deciding on key issues, including the change in the content of business cooperation, management contracts, real estate operations, real estate mining contracts, agreements, other economic contracts; the company charter that the fund participated in, the company said. capital, fulfills shareholder rights, and purchasing the share of the rights of the members of the capital to the company that the fund contributes to capital, purchasing shares.

) Signs real estate management contracts and other economic contracts for the fund's assets under the rule of law on real estate business and related laws;

e) Purchase full coverage of the estate in the fund's portfolio. The insurance organization must be approved by the investor.

g) Coordinate with the supervising bank, secure the full-deposit at the bank overseeing all materials related to the estate of the fund, in particular the documents that verify the ownership, as specified at the point of a paragraph 2 Article 32 of this.

Article 14. Fund real estate transaction

1. Except for the prescribed transaction at paragraph 2 This, the Fund Management Company must guarantee:

a) The real estate purchase price is not exceeding 110% and the sale price is not less than 90% compared to the reference price specified by the price appraisal defined in the six (06) months to the time of the transaction execution, unless the case is passed. by the investment house. The required case, investor congress or fund representative has the right to ask the fund to manage the fund, which organizes a price appraisal that redetermines the reference price before making the transaction.

The real estate case is valued by many price appraisal organizations, the reference price is determined by the average value of the price specified by the price appraisal organizations.

b) The fund management company must take the investment investor opinion in the case:

-The transaction prices exceed the regulatory levels at this point; or

-The value of that transaction alone reaches over 20% of the total asset value of the following transaction; or the value of that transaction separately along with the previously executed transactions with the same partner in twelve (12) last month reaching above 20% of the total value value. product of the following transaction; or

-Other cases by regulation at the fund charter and published in the prospectate, the summary prospectbook.

c) The fund management company must take the idea of the fund representative before it is done to:

-The transaction case has a value of between 10% to 20% of the total asset value of the following transaction; or the transaction resulting in a total value of transactions made with the same partner in twelve (12) months closest to 10% to 20% of total financial value. product of the post-transaction fund;

-Other cases by regulation at the fund charter and published in the prospectate, the summary prospectbook.

2. The fund management company is made of the estate transactions between the fund with the objects below in the case of full response to the regulatory conditions at paragraph 3 This:

a) Fund management company employees; executive board members, board members or board members or the chairman of the fund management company; large shareholders or members who contribute to over 5% of the charter capital of the fund management company, the authorized representative of the partners. This is; the company manages the fund; the supervising bank; the fund's large investor, the proxy representative of the large investor (if any); the fund's board member;

b) The person with the rights concerning the institutions, the individual stipulated at the point of this paragraph;

c) The real estate investment fund, the real estate investment firm managed by the same corporate fund management company;

d) Other cases by regulation at the fund charter and published in the prospectate, the summary prospectbook.

3. Conditions to carry out real estate transactions with the right to the relevant rights:

a) The fund charter has stipulated and has published in the prospectate, the summary prospect;

b) The transaction price is specified at the point of one.

The transaction case reaches over 10% of the total asset value of the following transaction; either the transaction leads to a total value of contracts traded with the same partner in twelve (12) months nearest to over 10% of the fund's total asset value after trading. then the transaction must be passed by the investor's congress. After the objects stipulated in paragraph 2, this provides the full amount of information on the scale of the property at paragraph 4. In this case, the relevant investor was not given the voting rights at the investor meeting and decided to pass the transaction when the number of investors represented 51% of the total vote agreed.

c) Real estate must be valued by two price appraisal organizations, in which an organization is selected by the investor and a price appraisal organization specified by the bank. The valuation costs are paid into the fund;

d) The opinion of the price appraisal organization and the law advisory organization confirming the terms of the expected trading contract is consistent with the market practice and the transaction is legal, in accordance with the regulation of the relevant law.

4. After completing the prescribed transactions at point a, b paragraph 1 and paragraph 2 This, detailed information about the transaction must be published at the prospectate or provided to all investors in accordance with the regulatory method at the fund charter and the report. Yes, The information about the transaction includes:

a) Full information about the transaction partner and the relationship between the transaction partner with the fund;

b) Full information on the estate expected to be traded, including the type of real estate; the real estate location; information about the planning is related to real estate; scale, area of real estate; characteristics, properties, use capacity, the quality of any property, and property. The real estate; the status of infrastructure works, technical and social services are related to real estate; the legal status of real estate includes records, papers on ownership, the right to use of real estate and papers that are related to the creation of the property. real estate; history of ownership, real estate use; restrictions on ownership, real estate use (if any); real estate transaction prices; rights to property rights, property rights, and property rights. and the interests of the third person are relevant and other information;

c) The estate price appraisal expected transaction to include information related to the property valued; location, scale of real estate; properties and the status of real estate; the legal status of real estate; the limitations of any real estate. property; real estate valuation methods; the time of real estate valuation; the price of real estate and other content involved;

d) Information about the yield obtained from real estate exploitation prior to the implementation of the transaction (accompanied by the proof document), expected yield;

Other information is relevant.

5. In every real estate transaction, the fund management company has a proactive responsibility and timely notice, providing the full documentation and information needed on transactions (before and after completion) to the supervising bank, the fund representative at the time of the transaction. Enough for the bank, the representative committee does the test function, which oversees the fund's transactions in accordance with the law and at the fund charter.

Article 15. Price appraisal

1. First-choice investor congress (01) a price appraisal. The required case, which can choose two (02), in which an organization performs the valuation and an organization that appraises the valuation.

This regulation does not apply in the case of an organization that appraisers the regulatory response at paragraph 2 and has been selected by the company as the fund's foundation. The replacement or extension of the contract with this price appraisal will be decided by the nearest investor congress.

2. The price appraisal must meet the following criteria:

a) Is that the business appraisal in accordance with the law of price appraisal, or the real estate business organization with the function of valuing real estate by the rule of law in real estate business;

b) Not the relevant person of the fund management company, the supervising bank; not a partner in asset transactions with the fund; not the person involved in the partner in the real estate category transaction that the organization envisage valuation;

c) There are a minimum of three (03) employees who have a appraisal card on price or certificate of real estate pricing. These employees have a minimum of five (05) years of experience in real estate valuing operation;

d) There is credibility, experience, career ethics and the response of other conditions under the regulation at the fund charter and other criteria of the fund management company;

The organization of the price appraisal and the individuals, the organization with control of the appraisal organization, is not the major investor of the real estate investment fund.

3. The fund management company must sign a price appraisal with the institutions that have been selected by the investor. The contract must have the following minimum content:

a) Regulation of information sharing mechanism, ensuring that the organization appraisal has sufficient information necessary for valuation;

b) Regulation of price appraisal, in principle the fee is not dependent on the value of the property required;

c) Regulation of termination, contract liquation, contract extension. The case of the contract terminated at the request of one side, it must be announced before a minimum of three (03) months to the other side of the contract;

d) Regulations of authorship, under the organizational principle that the price appraisal is authorized to another price appraisal organization that meets the regulation at paragraph 1 This determines the value of real estate. This authorization must be approved by the representative of the fund prior to the execution.

4. The price appraisal and price appraisal must comply:

a) Is not valued for the estate that the professional is dealing with that asset transaction partner, or the person involved in that asset trading partner; refuse to implement the valuation service to the fund management company that the price appraisal is owned by the property. 5% of the chartered capital becomes at the fund management company or have relatives, stems such as having a parent, mother, wife, husband, child, brother, sister, brother, sister, or accountant of the fund management company, board member, board of directors. member, the chairman of the fund management company. The price appraisal organization, the price judge who is not traded in assets with the fund does influence the independent principle of valuation activity;

b) The organization of the price appraisal, the price appraisal expert is not informed by the fund management company or the fund's asset transaction partner or the use of material benefits, causes the pressure, the purchase to the fund management company, the fund's asset trading partner aims. to mislead the valuation results; suggest or receive benefits in any form outside the price of valuation valuation at the contract;

c) The filing of the filing, document on valuation; provision of records, the written valuation documents of the state governing body with authority;

d) fully comply with the provisions of responsibility, the obligations of the law of price appraisal.

5. The valuation of real estate in the category of the fund must comply with the following principles:

a) The property must be priced before the implementation of the transaction, unless the transaction case is made in the time of six (06) months, from the time the closest valuation of that asset or at the request of the fund representative, the investment house;

b) The estate portfolio of the fund is periodically valued annually or at any time at the request of the fund representative, the investor;

c) A minimum of two years, the fund management company must present the investment investor assembly to change the price appraisal organization;

d) The valuation base is the market value and the reasonable value determined by the principle that is consistent with the law of the real estate business. The valuation method is consistent with the approval of the real estate business and valuation handbook that has been approved by the investment house and the fund representative committee in accordance with Article 2 of this Article 10;

Organization appraisal only determines the only price at a given location and time by price appraisal, consistent use of the purpose specified in the price appraisal certificate;

e) The valuation of real estate must be made by a minimum of two methods. The selection of valuation methods and valuation results must be explained in detail;

g) Information, data used in pricing activity must be fully updated, accurate, timely, and regulated in a scientific and logical manner. The data adjustment, information must be explained in detail, in particular.

6. The price appraisal of the price appraisal is delivered directly to the real estate valuation, when the job end must first report the valuation results and be held accountable to the law on the valuation results and comments of his comments in the event. Valuation results report.

7. The valuation results report must be established independently, objectively, truthfully, with the signature of the direct price appraisal that performs the valuation and the Director General or director of the price appraisal organization or of the authorized person in office. of the General Manager or Director of the price appraisal organization. The valuation report must have clear content, which is not misleading, the information in the report must be full and accurate. The valuation results report must be consistent with the Vietnamese price appraisal standards and include a minimum of the minimum content on the sample at the 17th appendix issued by this message.

8. The price appraisal must announce a written valuation results in the form of a price appraisal certificate for the fund management company.

9. The price appraisal must be clear, accurate and full, not misleading so that investors can make investment decisions. The price appraisal is only valid for valuation assets at the time of valuation; there is a value binding liability for the organization appraisal of valuation results and conclusion in the price appraisal certificate. The price appraisal must include the following minimum content at the 18-issued appendix accompanied by this message.

10. After a valuation point, the case of developing major changes impacts the value of the valuation asset, then the price appraisal, the price appraisal charged with responsibility for updating those changes to the valuation results report, the appraisal certificate. valuation. In the case of necessity, the fund management company must release an additional prospector or replace the price appraisal in the prospectate.

Section 3. INVESTOR CONGRESS, FUND REPRESENTATIVES

Article 16. The rights and obligations of the investor, the investor congress

1. The rights and obligations of the investor participate in the real estate investment fund provided by the regulation at the fund charter, in accordance with the laws of the establishment and management of the fund closed; regulation of securities law and the enterprise on corporate governance. apply to the mass company.

2. Rights, obligations, procedures, procedures, conditions of the convening of an investor's congress, the initiative to take the opinion of the investment investor in accordance with the regulation at the fund charter, in accordance with the laws of the establishment and management of the foundation; the rule of law. securities and businesses of corporate governance apply to the public company.

Article 17: Foundation Representative

1. The fund representative committee represents the investor, elected at investor meetings or being invested in written opinion by the investor. The fund representatives are from three (03) to eleven (11) members, of which a two-thirds minimum (2/ 3) the number of members of the fund representative board is not the person involved in the fund management company, the monitoring bank and meeting other regulations at the fund charter. (if any).

2. The nomination, candidacy, election, standards, membership of the board of representatives; rights, responsibilities, obligations, obligations, obligations, obligations to the board of the fund, in accordance with the regulation of the fund, in accordance with the laws of the establishment and management of the funds; rules The laws of securities law and corporate governance apply to the public company.

Section 4. FUND RESTRUCTURING

Article 18. Merger, merger of real estate investment fund

1. The real estate investment fund is amalgamated, merged with an untouched investment fund by the decision of the investor's congress. At a minimum of thirty (30) days before the investor conference day, the fund management company must provide investors with documents related to the merger, the merger included:

a) The merger method, the merged merger with the merger analysis report, merged with the specified content at the 11th appendix issued by this message;

b) The merger contract, merged with the specified content at appendix 12 issued by this message;

c) The fiscal year ' s financial statements have been audits, the quarterly financial statements of all incorporated funds, which were merged to the nearest quarter;

d) Draft the fund charter, the prospectate, the summary prospectate of the merger of the merger; the fund charter charter, the prospectate, and the summary of the income recipient's summary.

2. During the ten (10) days, since the date of the investor assembly through the merger decision, the merger, the fund management company must announce the merger decision, merging the fund to the creditors. In the thirty (30) days, since the date received notice, creditors have the right to require the fund to return a written loan. If the written request is not sent back to the fund management company under the above deadline, the crediteholder does not require the merged fund, which is merged to return the loan before the merger, the merger. The obligation to pay the loan under contract will be due to the merger, which receives the implementation.

3. The case of merged funds, which is merged all managed by the same fund management company, then all legal consulting services, administrative costs, and other services related to the merger, the fund merger, are not accounted for at the expense of the fund. of the fund, except for the case of other decision-making investors.

4. Fund management company, the fund representative with responsibility:

a) The full, timely, accurate, honest, information honesty of the merger process, the merger of the investor;

b) The obligation, the obligation to be resolved under the agreement between the parties is relevant in accordance with the principle of voluntary and consistent with the rule of law;

c) Payment the funds of the fund to the creditor at the request of the creditor. The payment must complete the slog at the merger date, the merger;

d) Before the organization of the investor conference took the opinion of the merger, the merger, the real estate must be reassessed in accordance with the rule of law on price appraisal.

Article 19. Sequencing, implementation of the merger, merger of the real estate investment fund

The procedure, procedure, implementation of a merger, merger of the real estate investment fund implemented by law on the establishment and management of the closed fund, in which the proposed paper adjuves the registration of the registered real estate investment fund, the merger. Enter the sample at the number 10 appendix that is attached to this message.

Article 20. Renew the operating time of real estate investment fund

The extension of the operating time of the fund performs under the rule of law on the establishment and management of the fund; in which the notification provides the time of the fund's operating time in the form of the 19-private subsection.

Article 21. Real estate investment fund dissolution

1. The procedure, procedure, dissolution of the real estate investment fund is conducted in accordance with the legislation on the establishment and management of the fund; in which the sample can be found in the form of the 19-private subsection.

2. During the dissolution of the fund, when selling the fund ' s asset liquation must comply with the regulation of the purchase transaction, sell the property to the real estate investment fund at paragraph 10 Article 9 of this.

Chapter III

REAL ESTATE INVESTMENT FIRM

Section 1. ESTABLISHED REAL ESTATE INVESTMENT COMPANY

Article 22. General regulation of real estate investment firm

1. The naming of the real estate investment firm performs in accordance with the legal provisions of the business and must have the following elements:

a) phrase "equity securities investment firm";

b) Private name.

2. In the thirty (30) days, since the date of the foundation and operation of the establishment and operation of the establishment and operation of a company full of adjusted real estate securities, the fund management company must complete the profile and list the shares on the Stock Exchange. The stock exchange is prescribed by law.

3. The real estate investment firm must trust capital to a management fund management company. This capital management activity is overseen by the supervising bank.

4. The entire property of the real estate investment firm that must be registered under the owner name is the securities investment firm and is fully registered at the supervising bank. The case is money must be sent on a bank account in the name of the securities investment firm. For assets that are real estate or assets that are not registered securities, registered, every root document that veritifully property ownership must be fully filed, in time at the supervising bank.

The assets of the securities investment firm are owned by shareholders, which correspond to the percentage of the capital, not the assets of the fund management company, the supervising bank. The fund management company is only used by the securities investment firm to pay the payment obligations of the securities investment firm, which is not used for payment or bail for debt obligations, the payment obligations of the fund management company, and the securities company. The bank oversees or any other organization, the other in all forms and in any case.

5. The real estate investment firm is not established in the branch, the trading room, the representative office. The Securities Investment Company uses the headquarters of the fund management company as its headquarters.

6. The estate investment firm is not employed by the employer. The Director (General Manager), Deputy Director (Deputy General Manager) of the real estate securities investment company is the fund operator designated by the fund management firm and must comply with applicable regulations on the business of securities securities, the regulator said. The foundation of the law on the establishment, organization and operation of the fund management company.

7. The real estate investment firm only releases a single type of stock and does not have an obligation to acquire the issued stock, except for the acquisition case to be culled when merged, merged with other securities investment firms.

8. The case of the provision of a regulated real estate investment firm that allows foreign investors to be owned on 49% of the charter capital, the real estate investment firm must register the stock exchange code and subject to the regulation by the regulatory rules. The law of restricting ownership applies to foreign investors.

9. Charter of the investment securities company, the prospectate is set up in the appendix 05 and appendix 06 issued by this message. The amendment, the provision of the charter must be approved by the majority of the shareholders ' shareholders. The case of the charter of the investment real estate investment firm stipulated for the implementation, fund management company or board of corporate securities investment firm, which complements the cost of the securities investment firm associated with a semantic error. France, the law at the rate of the securities investment firm, but without any effect on the content of the charter, does not have to take the opinion of the shareholders. After the amendment, the addition, the fund management company or the real estate investment firm ' s board of securities companies must inform shareholders of the additional content, this amendment.

10. The announcement of the information of the real estate investment firm implemented by regulation at paragraph 4 Article 3.

11. The Director (General Manager) of the real estate investment firm must meet the regulations at paragraph 3 Article 13 This Information.

Article 23. Register for sale, release of the real estate investment company stock.

1. The sale, the release of the stock company equity stock, includes the first sale to raise the company's capital and release to increase capital.

2. The sale, the release of additional securities investment firm shares in accordance with the regulation at paragraph 2 and paragraph 3 Article 4 of this.

3. Profile, sequence and registration procedure for sale of the public to the public of the real estate investment firm implemented under the regulation at Article 78 No. 1. 58 /2012/NĐ-CP And the organization ' s regulations, corporate investing in public securities. The registration paper sold the stock to the public for the creation of the real estate investment firm and the charter of the real estate investment firm in appendix 1 and appendix 05 issued by this message.

Article 24. Distribution of corporate stock investment securities securities, validation of ownership and the banking of the bank.

The distribution, which confirms the ownership of stock and the existing bank by regulation at Article 5 and Article 7 of this and and the organization's regulations, operates the investment firm.

Article 25: Conditions, profiles, sequence and procedures established the real estate securities investment firm in the United States.

The conditions, records, sequence and procedures established the existing real estate securities investment firm stipulated at Article 79 of the number of U.S. Census figures. 58 /2012/NĐ-CP and the organization's regulations, operating companies investing in the public stock; in which the license grants the creation and operation of the estate investment firm in accordance with the provisions of the 4-issue appendix 4.

Section 2. ACTIVITY OF THE REAL ESTATE INVESTMENT FIRM

Article 26. The portfolio and investment activity of the real estate investment firm

The portfolio and investment activity of the real estate investment firm must comply with the regulation at Article 81 of the Government's 58 /NĐ-CP on 20 July 2012 the Government rules the implementation of certain provisions of the Securities Law and Amendment Law, which complements some. The SEC's Article 9, 10, 11, 12, 13, 14, 15.

Section 3. THE GREAT COUNCIL OF SHAREHOLDERS, THE BOARD OF DIRECTORS

Article 27. The rights and obligations of shareholders, the grand assembly of the shareholders

1. The shareholder 's rights and obligations participate in the investment real estate investment firm that regulates the regulation at corporate charter, in accordance with the organization' s regulations, corporate corporate investment securities; the regulation of securities and securities law, and the organization. Corporate governance is applied to the company.

2. Rights, obligations, procedures, procedures, conditions of the convening of the shareholders of the shareholders in accordance with the regulation at the company charter, in accordance with the regulation of the organization, corporate corporate investment securities; the regulation of the securities law and the business. Corporate governance applies to the company.

Article 28. The Board of Directors of the Real Estate Investment Company

1. The Board of Directors of the Estate Investment Company must comply with regulation at Article 80 of the number 58 /2012/NĐ-CP And according to the relevant regulations on the organization, the company operates the investment securities.

2. The nomination, candidacy, election, standards, membership of the Board of Directors; rights, responsibilities, obligations to membership of the Board of Directors implemented under the regulation at the corporate charter, in accordance with the regulations of the organization, the investment firm activity. The general public and the regulation of securities laws and businesses on corporate governance apply to the public company.

Section 4. CHANGE MUST BE APPROVED, RESTRUCTURING

What? 29. Increase, rate of regulatory capital and changes to the approval of the real estate investment firm.

The increase, decrease of the charter capital and implementation of the changes must be approved by the real estate investment firm to comply with regulation at Article 82 and Article 86 of the Digital Protocol. 58 /2012/NĐ-CP regulation of the organization, the activity of the investment firm, the public securities, and the other laws that are relevant.

Article 30. Merge, merge, dissolution and revoking the established license and operation of the real estate investment firm.

Integrated operations, mergers, dissolution and recovery of the license to establish and operate the real estate investment firm implemented by the regulation of the organization, operating the investment firm of the public stock.

Chapter IV

THE BANK OF SURVEILLANCE

Article 31. General regulations on the monitoring bank

1. The monitoring bank appointed by the fund management company must meet regulatory conditions at paragraph 6 This, paragraph 1 Article 98 of the Securities Law of 2006.

2. The supervising bank must be fully independent and separate from the fund management company that the bank provides a monitoring service.

3. Board member, Executive Board member and employee of the supervising bank directly on the board of property preservation of the real estate investment fund, the real estate investment firm, and the corporate asset management activity of the company. The fund manager (which is then called a career employee) is not involved or involved in the executive, fund management company management or ownership, participation in capital, holding shares, borrowing or lending to the fund management company the bank has owned. Surveillance, surveillance, surveillance, and vice versa.

4. Supervisor Banking, board member, executive board member, and career employees are not being purchased by partners, sold in trading, selling the assets of the real estate investment fund, the real estate investment firm. The supervising bank is only a purchasing partner, sold in foreign exchange trading, or securities transactions made through the Exchange of Securities Exchange.

5. If the birth of cases causes the bank to no longer meet the regulatory conditions at paragraph 1, paragraph 2 and 3 This, in a two-four (24) term from the time of birth, the bank must notify the fund management company and the Securities Commission. The State House.

6. To oversee the operation of the real estate investment fund, the real estate investment firm, the supervising bank must have a minimum of two (02) employees who have the following certificates:

a) Certificate in securities law;

b) A basic certificate of securities and stock market; or has been a securities business executive or international certificate of CFA securities investment analysis from step 1 or higher (Chartered Financial Analyst level 1), CIIA (Certified). International Investment Analyst) from order 1 or higher; or certificate of business business in countries as members of the Organisation for Economic cooperation and Development (OECD).

c) The certificate of a real estate valuation pursues to the law of the real estate business; or the appraisal Card on the price; or have enforced the subjects in the appraisal examination of the price: (i) The basis of the pricing; (ii) Principles, the appraisal method. price; (iii) the estate price appraise; (iv) the value of enterprise value.

d) Accounting certificate, or audit, or accounting certificate chief; or there has been international certificates in the field of accounting, ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants), CA (Chartered Accountants), ACA (Associate Chartered Accountants).

7. In the period of ten (10) days, since the date of the monitoring contract is valid, the oversight bank is obliged to report and send the State Securities Commission:

a) contract oversight;

b) The supply of information with a valid copy of the valid certificate pursuits to paragraph 6 This of a business employee is monitored by the bank of the bank to oversee the preservation of real estate investment fund assets, real estate investment firm. product;

c) The commitment of the supervising bank and the bank staff of the supervising bank to not be relevant, or whether to have ownership, to participate in the capital, hold the shares, borrow or lend to the fund management company that the monitoring bank provides. Surveillance service.

8. The bank report records specified in paragraph 7 are set up into one (01) of the original set of electronic data files. The original kit was sent directly at the one-door department of the State Securities Commission or sent through the post office.

9. During the time of seven (07) days from the date of receiving the full record and valid under regulation at paragraph 7 This, the State Securities Commission has the text to confirm the report of the supervising bank 's report and the officer' s staff was designated by the bank. supervising asset asset management, equity securities investment firm.

What? 32. Supervisor of the monitoring bank

1. The supervising bank is selected as the offshore financial institution that functions to store assets as a sub-storage organization, to store assets abroad of the real estate investment fund, the real estate investment firm. The authorized proxy activity must comply with the following regulations:

a) The organization of the subcontracting institution must be a member of the scribe in accordance with the rule of law in or out of the country;

b) The trust commission operation must be done on the basis of a contract between the supervising bank and the sub-storage organization. The contract must specify the right, obligation, responsibility between the supervising bank and the sub-storage organization. The Organization of the Retention Depends on either the order or the legal directive of the supervising bank;

c) The storage asset must be clearly defined as the property of the real estate investment fund, the real estate investment firm that the bank oversees provides services;

d) The supervising bank is responsible for testing, overseeing the operation of the side-storage organization as well as tolerance of all costs associated with the mandate to carry out surveillance activities, the property secretary of the real estate investment fund, the investment firm certification firm. Real estate.

The country's foreign policy organization has the right to re-store assets at the stock exchange organization they are members of, according to the country's regulation. The property of the fund must be held in a registered subsidiary of property ownership of the real estate investment fund, the real estate investment firm that follows the regulation of the relevant law;

e) The supervising bank must be fully informed of all assets owned by the estate investment fund, the real estate investment firm that includes the type, volume, place of the storage, the storage organization. The Supervisor Bank is responsible for ensuring the assets of the fund must be registered, registered, and noted so that it may always be identified as owned by the fund, the securities investment firm.

2. The bank 's responsibility of the oversight bank in the fund' s asset retention operation, the real estate investment firm:

a) Ask the company to manage the fund to implement the asset registration of the real estate investment fund, the investment securities investment firm under the name of the fund, the securities investment firm in the earliest period under the terms of the economic contract between the fund, the company said. the securities investment firm (through the fund management company) and the partner, and under the provisions of the relevant law; ensuring the entire fund's assets, the securities investment firm that arise on Vietnam territory must be registered to the fund, the company said. The stock investment firm and the full-deposit at the monitoring bank, including credit contracts, savings books ... in the following principle:

-The case of a registered property, registered, noted under the owner name of the real estate investment fund, the real estate investment firm, except for the case the property must register, noted under the name of the supervising bank or the subsidiary storage organization. or the company manages the fund by the regulation of the relevant law, at the same time, the secretary at the deposit bank, the supervising bank. The original legal document confirming property ownership must be filed and sent to a full fund at the supervisory bank, unless the case is registered as registered, centring. Where property is real estate, the supervising bank must fully guarantee the full legal documentation of ownership, the right to use by regulation at the point of paragraph 4 Article 13 This message. Where the stock is issued in the form of a record, or the transfer of ownership to the fund, the investment securities firm is not completed, the original purchase contract and the purchase payment transaction must be stored at the supervising bank;

-The case of unregistered property, or has not yet been transferred ownership of the real estate investment fund, the real estate investment firm in the deadline at the transfer contracts, released, the monitoring bank has a responsibility to announce it. by text to the fund representative, the board of directors of the securities investment firm and the State Securities Commission.

-The case is the type of asset that has no registered possession, then the supervising bank has a monthly recurring responsibility for the organization of its release, shareholder registry management organization, or other equivalent organizations in terms of volume, the fund value of the fund, and the organization. To ensure compliance with the assets that comply with the provisions of this one.

-The case is a bank deposit, the oversight bank has the right and responsibility of asking the company to manage the fund full of information on deposit contracts, the deposit accounts of the real estate investment fund, the real estate investment firm. The supervising bank is responsible for the monthly recurring charge of the amount of money that deposits the deposit, the value of the deposit contracts with the funds receiving the deposit of the fund, the securities investment firm.

b) Management and storage separate the assets of each real estate investment fund, each of the real estate investment firms; separate the assets of the funds, the securities investment firms with the asset of the monitoring bank, and separate from the assets of the assets. The bank's other clients. Each fund, the securities investment firm is open to a separate securities storage account, separate from the securities-storage account of the individuals, other organizations, including the fund management company.

c) The payment of listed securities transactions, registration of transactions must comply with the principles of the securities exchange simultaneously with the payment of money and the principles of compensation, payment under the rule of law. Payment of other asset transactions must follow orders, the legal directive of the fund management company and other law regulations if relevant. Any transaction transaction, payment of money, asset transfer must be made right to the transaction partners of the real estate investment fund real estate investment firm, the fund's accounts, the securities investment firm. The value of payment must be consistent with the volume of assets, prices and true to the amount written in the certificates from payment;

d) Do the right, full and timely, according to the order, the legal directive of the fund management company, to fully execute, promptly the rights and obligations associated with the property ownership of the real estate investment fund, the real estate investment firm, even the company ' s financial assets. the bar procedures, tax decisions on the fund, the securities investment firm;

Confirming reports on the assets of the real estate investment fund, the real estate investment firm, which ensures that the volume of assets in the report is correct, fully accurate, exactly with the state of the asset stored at the bank;

e) Full participation in the real estate investment fund investor meetings, the shareholders ' investment business investment firm; attend the real estate investment fund representatives, board meeting of the stock investment firm, the estate investment firm, and the estate investment firm. It's a real estate, but no voting rights.

3. The monitoring bank is not used to use the assets of the real estate investment fund, the real estate investment firm to pay the payment, bail out the payment for its debts or to the third party, even for the fund management company.

4. The monitoring bank must have the right system of engineering to automatically take on, track, implement and plague of assets related to property on the account of the real estate investment fund, the real estate investment firm, except for the case of a transaction. There are other specific instructions in the text of the fund management company. This system must ensure that the following basic content is met:

a) There is an accounting book to record the entire, full assets of the funds, the securities investment firm. Any property changes must be reflected in full, accurate, timely;

b) Thu, chi, dividend accounting, bond interest, capital gains and income;

c) The stock accounting, the fund certificate in the acquisition transactions, release more or convert;

d) To perform the writing of the book, the payment of the expenses;

) Receiving and implementing the writing notes into the stock account from further releases, reorganization of the release organization, and other regulatory activities involved.

5. The supervising bank is responsible for the full compensation for the real estate investment fund, the real estate investment firm in the event of a property failure of the real estate investment fund, the real estate investment firm that has stored and sent it. The funds at the bank are prescribed at the point of a paragraph 2 This, even in case of error or fraud by the bank's employees, or by the negligence, not careful of the bank.

6. The supervising bank is responsible for the full compensation for the real estate investment fund, the real estate investment firm in the event that the stock-storage organization failed the property of the real estate investment fund, the real estate investment firm, the company said. Except for the case:

a) Of the unimpede cases, which are outside the control of the monitoring bank, which has been explicitly specified for the immunity of liability to the monitoring bank in these cases at the supervising contract;

b) The organization of sub-storage is responsible for compensation for the securities investment firm and the provision of provisions for the provision of the fund management company on behalf of the securities investment firm that requires the organization to be filed under contract;

c) The monitoring bank has fully implemented the responsibility of the appraisal and activities related to the mandated mandate of the law.

What? 33. Supervisor surveillance of the monitoring bank

1. The scope of oversight is limited to the activities of the fund management company that is associated with the fund, the securities investment firm that the bank performs its supervising function.

2. The bank ' s responsibility of the oversight bank in the investment monitoring operation of the fund management company on the assets of the real estate investment fund, the real estate investment firm:

a) Coordinated with the fund management company periodically to sweep the internal process of principle, the method of determining the net asset value of the real estate investment fund, the real estate investment firm; oversight of net asset price determination; inspection, guarantee, net asset management. value of net assets per unit of real estate investment fund, on a stock company investment stock investment property is the correct, accurate and consistent consistent law of law, stipulated at the charter of real estate investment fund, the corporate charter investment firm. Real estate.

b) Monitoring of investment activity and asset transactions of real estate investment fund, real estate investment firm, re-examination of the investment asset type, the portfolio structure is consistent with investment restrictions, loan restrictions, and investments in the investment property. the regulation of the law and at the provision of real estate investment funds, the provision of real estate investment firms; oversight of asset transactions between the real estate investment fund, the real estate investment firm with the fund management company and the relevant person. The guarantee is consistent with the rule of law and at the provision of real estate investment funds, the provision of real estate investment firms;

In the case of a violation of the laws of law, the supervising bank must report immediately to the State Securities Commission and inform the company that manages the fund in the twenty-fourth term (24) hours, since the discovery of the required simultaneously. make an error correction or perform the remediation activities of these violations during the specified deadline;

c) Monitoring the implementation, examination of the merger outcome, mergers, dissolution, liquing of the real estate investment fund, the investment securities firm;

d) Monitoring, ensuring legalization and only payment from the assets of the real estate investment fund, the real estate investment firm that matches the provisions in accordance with the rule of law and regulations at the provision of real estate investment funds, the company ' s first corporate charter. Real estate securities;

Monitoring the other activities of the fund management company in the management of the fund's assets under regulation at Article 98 of the Securities Law of 2006, the relevant regulations at this level and the securities law guidelines and at the fund charter. the real estate investment, the charter of the real estate investment firm;

e) Confirmable reports of net asset value, investment activity, investment portfolio of real estate investment fund, real estate investment firm owned by the firm's management company.

3. The supervising bank is responsible for the establishment and storage in time of ten (10) years of records, certificates in the form of text and electronic data files aimed at confirming compliance in the oversight of the monitoring bank on the fund management company under the rules. The law is prescribed by the Twenty-21 appendix to this. These documents must be provided by the written request of the State Securities Commission.

4. The supervising bank has the responsibility to provide timely, full and accurate information necessary for the fund management company, the approved audit organization (by a written request by the fund management company) so that these organizations are fully implemented in the process. power, the obligation to the fund by the rule of law, the provision of the real estate investment fund, the charter of the real estate investment firm.

5. The supervising bank has the right to ask the firm to manage the fund in time to provide the documents, the information needed and if relevant so that the oversight bank can fully implement the rights and obligations to the fund, the securities investment firm according to its provisions. the law. The supervising bank has a security liability under the law of law on every document, information received from the fund management company.

6. The supervising bank is offered the fund administrative service, including the operation that determines the net asset value, the investment book management of the real estate investment fund, the shareholder registration book of the real estate investment firm and other services involved in the asset management business. Yeah. The department provides fund management services at the supervising bank that must separate the personnel organization, the customer electronics database system, for its supervising functions and other business departments of the supervising bank. Where the supervising bank provides a service that determines the value of a net asset, the department provides a service that must have an employee with a chief accountant or an audit or accounting certificate or international certificate in the ACCA (Association) accounting field. of Chartered Certified Accountants), CPA (Certified Public Accountants).

7. The fund management company does not take operations to restore the real estate investment fund, the real estate investment firm in the time stipulated at paragraph 6 and paragraph 7 Article 9 This April, the supervising bank is responsible for. report of the State Securities Commission in the period of seven (07) days, since the day the monitoring bank sent a notice to the fund management company. In this case, the supervising bank has the right to only carry out the orders, the legal transaction directive of the fund management company that does not lead to the fund ' s portfolio of portfolio violations of the laws of law and other regulations at the investment fund charter. real estate, the charter of the real estate investment firm.

8. The company ' s case management company must pay damages to the real estate investment fund, the real estate investment firm, the prescribed investor in paragraph 8 Article 9 This April, the supervising bank must coordinate with the fund management company to implement it. a timely and complete payment procedure for the investor in accordance with the legal directive of the fund management company. The supervising bank is in charge of the union, along with the fund management company responsible for the damage compensation to the investor and fund in the event that the damage to the damage caused by the bank is not fully implemented and timely responsibility for monitoring operations. The fund's investment, which determines the net asset value of the fund and other monitoring activities to the fund according to the laws of law. The level of compensation damages the terms of the contracting contract, and or the agreement between the fund management company and the supervising bank.

Article 34. Termination of the rights and obligations of the supervising bank to the real estate investment fund, the real estate investment firm.

1. The monitoring bank terminated its rights and obligations to the real estate investment fund, the real estate investment firm in the following cases:

a) The monitoring bank is divided, separated, dissolved, dissolved, merged, merged, merged, converted legally or revoked the certificate of registration of securities in accordance with provisions in paragraph 2 Article 51 of the Securities Act 2006;

b) The unilateral termination of the monitoring contract;

c) The real estate investment firm estate investment firm, dissolved, incorporated, merged;

d) By the decision of the investment house or member congress of the real estate investment fund, the shareholders ' union of the investment firm of the stock of real estate securities.

2. In cases of regulation at paragraph 1 This Article, the right and obligations to the real estate investment fund, the bank's real estate investment firm is transferred to another monitoring bank under the regulation at Article 35 of this. The supervising bank only terminated the contract after completing the full transfer of the rights, the obligation to the bank instead.

3. The bank case oversees the conversion of legal status, the new bank inherits the entire rights, obligations to the assets being stored, monitored at the old bank.

Article 35. Change the surveillance bank.

1. The case of changing the oversight bank, the fund management company which is obliged to report the State Securities Commission and proposed the monitoring bank, which replaces the following documents:

a) The proposal to replace the supervising bank led by the fund management firm and the supervising bank; which states the reason for the replacement; accompanied by the bank's commitment to oversight of full-rights, obligations to the property of the real estate investment fund. product, the real estate investment firm for the supervising bank instead;

b) The meeting of the meeting and decision of the investor congress, the member congress, the shareholder assembly on the change of the monitoring bank, which states the oversight bank is expected to replace; approx the change of assets from the former supervising bank to the bank. The surveillance bank replaced it.

c) Contract for the principle of supervising oversight with an alternative monitoring bank;

d) The draft of the real estate investment fund charter, the charter of the investment real estate investment firm;

The negotiating table, the responsibility of the banks, even during the time the two banks are carrying out the transfer, and how to handle the matters of the rights and obligations of the stakeholders.

2. The specified profile at paragraph 1 This is set up into one (01) of the original set with the electronic data file. The original kit was sent directly at the one-door department of the State Securities Commission or sent through the post office.

3. During the ten (10) days, since the date of the receiving of the valid valid records at 1 Article, the State Securities Commission approved the change of the supervising bank. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

4. Rights and obligations to the estate investment fund estate investment firm that oversees the oversight bank ' s estate only terminated at a time when it has completed the delivery of the rights and obligations to the real estate investment fund, the securities investment firm. The property for the supervising bank replaced it. The alternative supervising bank is to form and send the State Securities Commission to compile between the two confirmed monitoring banks of the fund management company and the estate investment fund representative board, the board of directors of the investment securities company.

5. During the ten (10) days, since the day of the completion of the replacement of the regulatory bank stipulated at paragraph 3 This, the fund management company has the responsibility to publish information on changing the oversight bank to the real estate investment fund, the investment firm. The property of the estate is under the rules of the law.

Chapter V.

REPORT MODE

What? 36. Information for the investor and the report regime of the fund management company.

1. The company manages the periodic fund sending investor and the State Securities Commission of the following reports:

a) The weekly periodic report on changes in the net asset value of the real estate investment fund, the investment real estate investment firm in Annex 25 issued by this Information;

b) The periodic report on the investment activity of the real estate investment fund, the monthly real estate investment firm, the quarter, year according to the prescribed pattern of the 22 appendix issued by this Information;

c) The summup report on the management of real estate investment fund management, the investment equity securities firm, and all year, including regulatory underlying content at the 24-issued appendix to this Smart;

d) The prospectate, the summary prospectate; the semi-annual financial report, the annual financial report audits;

2. The specified documents at paragraph 1 This must be provided free of charge to the investor on the fund management company (website) of the fund management company, or sent directly via email to the investor or other forms stipulated at the fund charter, according to the report. The prospectate.

3. The investor may refuse to take on the regulatory documents at paragraph 2 This. Where the investor is required, the fund management company must provide the risk management process, stating the investment restrictions, the prevention method and risk management used to manage the assets of the real estate investment fund, the real estate investment firm, and the investment management. Yeah.

4. The deadline for filing reports:

a) For the report of the month, in the time of ten (10) days from the end of the month;

b) For the quarterly report, in the twenty (20) days of the date of the end of the quarter;

c) For the annual report, in the sixty (60) days since the end of the second quarter;

d) For the report of the year, during the ninety (90) days from the end of the fiscal year;

For these events at 4 This is three (03) days, since the event.

5. In addition to the regulatory cases stipulated at this, in the case of necessity, in order to protect common interests and investor benefits, the State Securities Commission may ask the company to manage the fund, the real estate investment firm reported on its operations. The fund, the real estate investment firm.

6. The fund management company must report the State Securities Commission in the period of forty-eight (48) hours, since receiving a request for the report stipulated at paragraph 5 This.

7. The report to the State Securities Commission must be submitted with an electronic data file within the year (05) days from the date of the end of the month, within fifteen (15) days, since the end of the quarter; within thirty (30) days from the end of the half year. and in the ninety (90) days from the end of the fiscal year of the foundation.

What? 37. Supervisor of the surveillance bank

1. The supervising bank has to establish and send to the State Securities Commission reporting oversight of the month, quarter, year of the property management operation of the real estate investment fund, the real estate investment firm made by the fund management company implemented by its regulatory pattern. at the 23rd appendix issued by this message. The monitoring bank's oversight report must evaluate compliance with the regulations of the law, stipulated at the provision of real estate investment funds, the charter of the real estate investment firm as follows:

a) Assessment of the compliance of the fund management company in investment activity, the transaction of real estate investment funds, the real estate investment firm;

b) Evaluation of the determination of the net asset value of the real estate investment firm estate investment firm, which details the circumstances of mispricing of the estate investment fund real estate investment firm (if any);

c) The release of the real estate investment fund, the capital raising of the real estate investment fund, the real estate investment firm;

d) The violations (if any) of the fund management company and the decision-making orientation, rectify.

2. The monitoring bank has an obligation to report the State Securities Commission in the twenty-four (24) hours since the breach was discovered in the following cases:

a) The company manages the fund in violation of the securities laws and securities markets;

b) The damage from asset management activity caused by the fund management company is too large and the cost of solving the consequences is too high;

c) Other cases at the request of the State Securities Commission.

3. The monitoring bank must comply with the applicable regulation to the fund management company at paragraph 4, 5, 6, 7 Article 36 This News. .

Chapter VI

EXECUTION CLAUSE

What? 38.

This message has been in effect since July 1, 2013.

What? 39.

1. The State Securities Commission, the fund management companies, supervising banks and organizations, individuals are involved in the operation of the real estate investment fund and the real estate investment firm that is responsible for the organization.

2. The amendment, this addition of this Information provided by the Minister of Finance ./.