Securities pursuant to the law No. 70/2006/QH11 on June 29, 2006;

Pursuant to Decree No. 118/2008/ND-CP on November 27, 2008 of the Government about the functions, duties, powers and organizational structure of the Ministry of finance;

The Ministry of finance instructed the bid the company's stock public, Fund of funds invested masses closed form as follows: i. GENERAL PROVISIONS 1. Scope this circular defined the bid the company's stock public, Fund of the public investment fund of the form closes.

2. Explanation of terms In this circular, the terms below are interpreted as follows: a. bid publicly is the registration procedure, public notice intended to buy, buy, and implement other procedures related to buying part or all of the voting shares of a public company as defined in article 32 the Securities Law.

Hi buy Fund certificates of publicity a public investment fund closing form (hereinafter referred to as the closed Fund certificates) are also out.

b. the company target is the public company stocks are bid publicly object.

c. target investment funds securities investment fund is the closed form has a fund certificates is subject to bid publicly.

d. time of Hi buy official publicity is welcome party time buy information disclosure to the public after the State Securities Committee's comments about the bid.

3. The principle of public bid The bid the company's stock public or certified public funds must ensure the following principles: a. The public bid conditions are applied fairly to all shareholders of the target company or investor of investment fund objectives;

b. Parties to bid openly provided adequate information to reach the recommended buy, sell stock or fund certificates;

c. respect for the right to dispose of the shareholders of the target company or investor of investment fund objectives;

d. comply with the provisions of the law on securities and other related laws.

II. SPECIFIC PROVISIONS 1. The case of a public bid to 1.1. The case must be publicly bid as defined in art. 1 Article 32 securities laws, including: a. the Organization, individuals and people concerned not holding or holding under 25% of the shares of the company or Fund to close that intend to purchase leading to possession from the 25% or more of voting stock of a company or 25% or more of the closed Fund certificates.

b. the Organization, individuals and relevant people held from 25% over the total number of voting shares of a public company or Fund to close that intend to continue buying shares have voting rights form a circulation of a public company or fund closed the lead to owning 51% to , 65% and 75%.

1.2. Hello, buy the stock publicly owned by people who were forced to sell specified in point b of paragraph 1 to article 32 securities laws including: a. The company buy back its own shares for the purpose of capital reduction according to the scheme was the General Assembly of shareholders;

b. the case of Hi buy according to the decision of the competent court.

2. in case of not implementing the public bid procedures 2.1. The Organization, individuals do not have to make a public bid procedure in the following cases: a. Buy a new stock fund recently released Guide to owning from 25% or more of voting shares of the company, the number of certificates of public investment funds under the distribution plan has been the shareholders General Assembly public company , FRB public investment through.

b. the shareholders of the company or of investors public fund transfer of shares or fund certificates for an organization or individuals do change rates in excess of 25% must be the General Assembly of shareholders or investors Congress public investment funds approved.

c. transfer of shares between companies in the same group, the Corporation according to the model of the parent company, subsidiaries.

2.2. Before making a public bid transactions, organizations and individuals to purchase shares of the company or the Fund close to simultaneously report to the State Securities Commission and announced extraordinary information according to the provisions of the law.

3. registration 3.1 bid. The Organization, individuals purchase publicly touted the company's stock or fund close to send registration materials bid to the State Securities Commission. The registration documents must be submitted at the same time bid for the target company or fund management company managing investment funds target and the FRB investment target. Within three (3) days from the date of the bid registration document, the target company or the management company of the Fund investment objective the Fund management is obliged to publish information about the offered bid on the media publish information of the company or the stock exchange where the target company or investment fund targeting listed.

3.2. within seven (7) days from the date of the bid registration document, State Securities Commission must have the written reply comments. Case records are incomplete, obviously, personal organization, Hi buy to supplement, modify as required the State Securities Commission.

3.3. registration documents say hello buy include: a. publicly bid registration form in annex I attached to this circular includes the following basic content:-the name and address of the party to bid; information about the history, market share in the areas of business activities of parties bid;

-The name and address of the target company or investment fund;

-The relationship between the parties to bid and the company goal or target investment funds (if any);

-Detailed information about the rate of the current holder of the party and the party's bid is relevant;

-Expected bid time;

-The number of shares or fund certificates expected to buy, the rate is expected to hold on the total number of shares of the target company or fund certificates are issued, the purchase price;

-The intention of the parties to bid on the continuation of the activities of the target company, the proposed changes to the target company, the policy for employees of the target company;

-For the case of Hi buy Fund certificates publicly close, on the bid is clearly intent on continuing operations of investment fund goals or dissolved liquidating funds, the proposals on investment strategy for the Fund investment objectives. In case the proposed change to the Fund management company, the parties publicly bid must clearly state the expected time criteria, implement and fund management company name will be alternatives;

-Capital source used to make the bid publicly;

-Procedure of receiving subscription sale of shares or fund certificates;

-Date of payment;

-Date of report;

-The name of the company's securities are authorized agents perform the procedure of bid;

-Conditions of cancellation of waves Hello to buy (if any).

b. the decision of the general meeting or the Board (for the company), Board member or the company owner (for limited liability companies) through the purchase of shares or buy Fund certificates.

c. the decision of the General Assembly of shareholders in the case of public company buy back its own shares for the purpose of capital reduction.

3.4. where the bid side is held, foreign individuals, the bid documents public if was formed in English to Vietnamese translation. The translation from English to Vietnamese are certified Vietnam Agency confirmed.

3.5. foreign investors not to be taken the bid publicly for the public company, to Fund owns the number of shares or fund exceed the percentage ownership of a foreign investor in accordance with the law.

4. The responsibility of the Board of the target company, FRB target investment 4.1. For the case of a public bid shares of the public company, within fourteen (14) days from the date of the bid registration document, the Board of the target company must submit the State Securities Committee and information for shareholders to know the opinion of the company with respect to the suggested bid publicly. Within seven (7) days from the expiration date before that of the Board of the target company does not yet have the opinion it must submit an application for renewal up to the State Securities Commission. Documents submitted to the State Securities Commission should be expressed in the form of text and electronic data under the provisions of the State Securities Committee.

4.2. for cases of Hi buy Fund certificates publicly close, within fourteen (14) days from the date of the bid registration document, the Fund management company, investment fund management aims to send the State Securities Committee and information for investors holding fund to know the opinion of the company with respect to the proposed bid publicly attached to the analysis of the bid, the intention to bid, the Fund's net asset value, the Fund's investment strategy than bid openly buy Fund certificates, expected investment strategy of the Fund after the bid publicly and other related issues.

The case at the end of this period that the investment fund management company goals have comments yet, the Fund management company sent a petition to extend up the State Securities Commission. Grace period is seven (7) days from the expiration date before. Documents submitted to the State Securities Commission should be expressed in the form of text and electronic data under the provisions of the State Securities Committee.

4.3. Comments of the Board of the target company, FRB target investment must be made in writing, signed by at least two-thirds (2/3) of the Board members, the FRB and must specify the Board's review, FRB for Hi purchase stocks the Fund certificates. The case of the opinion of the Management Board members, members of FRB different reviews of the Board, FRB, the parties concerned must publish the attached to this opinion.


5. The liability of the information about the public bid Board members, directors (General Director), Associate Director (Deputy Director General), Chief Accountant, major shareholders and relevant persons of the Organization bid publicly, the company targets or target fund management company , the Board Member representing the target investment funds, securities and corporate staff others information about waves of Hello, buy publicity is not abusing the information to buy and sell stocks for themselves or provide information, incited, entice others to buy, sell the stock before the bid official publicity.

6. The principle of determining the price bid publicly 6.1. Bid to buy the company's stock public, fund certificates of securities investment funds are determined according to the following principles: a. the target company case, the goal is to fund the organisation listed or registered transactions: Hello buy price is not lower than the average reference price the target company's stock , the Fund's investment fund certificates the objective by the stock exchange published within a period of sixty (60) days before the date of submitting a bid registration;

b. the case of the target company, the Fund investment objective is not listed organizations or organizations registered transactions: the price is not lower than the bid price of the company's stock average target price of investment fund certificates, the goal is for at least two (2) regular securities company to list price within sixty (60) days before the date of submitting the registration Hello buy or sell price of shares, the Foundation Certificate in the most recent release of the company objectives, investment funds targeted.

6.2. In the course of a public bid, bid side only increase the price bid. The price increases were made on condition that the party must welcome announced the price increase of at least seven (7) days prior to the bid and to ensure the increased price was applicable to all the shareholders of the target company or the investors of securities investment fund targets including shareholders or investors have accepted the sale to welcome party buy.

7. Withdraw the proposed bid publicity 7.1. After publicly, only to withdraw the bid side proposed the bid was announced in the following cases: a. the amount of the stock or fund certificates of registration to sell does not reach the proportions that parties bid announced in a public bid.

b. the company aims to increase or decrease the number of shares that have voting rights through separate, pooled stock or convertible preferred shares;

c. the company equity reduction targets;

d. the company aims to release additional stock or Fund Fund release aims to increase capital funds;

target company. selling the whole or part of the business or property;

e. the target company or the target fund is dissolved.

7.2. the party bid to report State Securities Commission the right to withdraw the bid proposal for a target company or investment fund goals and must publicize the withdrawal proposal bid on one (1) electronic message or a page (1) newspapers written in three consecutive number after a State Securities Commission approval.

8.8.1 public bid transaction. The Organization, the individual bid publicly are directly involved in the transaction to bid publicly.

8.2. within 7 days from the date of the opinion of the State Securities Committee, on the bid to publicize the bid on a (1) electronic message or a page (1) newspapers written in three consecutive numbers. The only public bid is made after the State Securities Committee have written notice of the registration document the full bid according to the regulations and has been held, the individual bid announced by the method mentioned above.

The case of the target company, the goal is to fund the organization listed, in addition to being published on the individual, organization, say hello to buy have to publish on the media disclosure of the stock exchange where the shares of the target company or fund certificates of investment funds listed goals.

8.3. the Parties welcome the purchase must specify a stock company as agent made the bid.

8.4. time made a public bid is not less than thirty (30) days and no longer than sixty (60) days from the date of the official bid. The bid including the Hi buy supplements or adjustments compared to the initial registration must be made with the condition not to lower the price of the previous bid. The adjusted compared with the original bid registration must be performed as specified in point 6.2 section II of this circular.

8.5. the shareholders of the target company or investor of investment fund targets approved the proposed bid has the right to withdraw consent bid during the bid publicly.

8.6. in case of stock or fund bid is less than the stock or fund set to sell the stock or fund certificates are purchased on the basis of the proportion corresponding to the number of shares that each shareholder of the target company, or fund numbers that investors hold registered sale and ensure fair price to all shareholders or investors.

8.7. for bid publicly fund closed, the bid publicly must comply with the following requirements: a. after the bid publicly, if the number of investor and investor type holding fund does not meet all the conditions of the mass Foundation Fund members, as stipulated by law, the Fund aims to make dissolved under the provisions of the securities laws and the relevant text.

b. after the bid publicly, on the bid to hold from eighty percent (80%) and over number Fund of a popular Fund to purchase within thirty (30) days of Fund certificates of the same type of investors left holding, if the investor has requested. The purchase price of the remaining fund certificates continue to be lower than the bid price not made of Hi buy publicly has just ended.

In this case, after the bid, target investment funds must be registered members or fund established dissolve under the provisions of the securities laws and the relevant text.

8.8. after the bid publicly, on the bid to hold from eighty percent (80%) or more of the stock of a public company must purchase within thirty (30) days of the stock of the same kind due to the shareholders left holding, if the shareholders have demanded. The purchase price of the remaining stock to the next lower bid prices are not made of Hi buy publicly has just ended.

8.9. The bid publicly, stock company was appointed agent to transfer the money to the shareholders to sell stock or investors sell fund certificates and transfer of stock or fund certificates to the bid; or transfer the stock to the parties (in the case of swap of shares) within the time limit referred to in the registration greeting purchase publicly.

9. Obligations of parties to welcome buy 9.1. Since the time of sending the welcome sign publicly purchased until completion bid, bid party not done the following acts: a. directly or indirectly buy or commit to buying the stock of the target company or Fund of funds investment objectives outside the batch bid publicly;

b. sold or committed to sell a stock or fund that you are welcome to buy;

c. unfair treatment to those who own the same stock or fund certificates are offered for purchase;

d. provide private information to shareholders or investors in the same degree or not at the same time. This provision also applies to issuers of stock is bid object or target investment funds, the Fund management company, FRB;

Sync refused to buy the stock of the target company shareholders or investors of Fund certificates of investment funds targeted in the process of bid;

e. Purchase shares of the company or Fund of funds investment objectives are contrary to the terms are published in a register bid publicly.

9.2. After the time limit of ten (10) days from the date of the bid public, welcome parties must report the State Securities Commission in writing (in the form prescribed in Appendix No. II attached to this circular) announced to the public about the results of the batch bid.

III. IMPLEMENTATION 1. This circular effect after 45 days from the date of signing. This circular replaces circular No. 01/2007/TT-BTC on 13 March 2007 the Ministry of Finance shall guide the purchase, sell the stock and some cases release more shares of the company.

The State Securities Commission, the stock exchange in the function of their duties responsibly Guide, check the public or mass Fund made this circular.

2. The amendments and supplements to this circular by the Minister of finance decides. In the process if there are difficulties and obstacles, the proposal reflects on the Finance Ministry to study the resolution.