Thông tư 73/2013/TT-BTC

CIRCULAR

GUIDING IN DETAILS A NUMBER OF ARTICLES ABOUT SECURITIES LISTING AT THE DECREE NO. 58/2012/ND-CP DATED 20/7/2012 STIPULATING IN DETAILS AND GUIDING THE IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE SECURITIES LAW AND THE LAW AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF SECURITIES LAW

Pursuant to the Law on Securities No. 70/2006/QH11 dated June 29, 2006;

Pursuant to the Law amending and supplementing a number of articles of Law on Securities No. 62/2010/QH12 dated November 24, 2010;

Pursuant to the Law on Enterprise No. 60/2005/QH11 dated November 29, 2005;

Pursuant to the Decree No. 58/2012/ND-CP dated 20/7/2012 stipulating in details and guiding the implementation of a number of articles of the securities law and the law amending and supplementing a number of articles of securities law;

Pursuant to the Goverment's Decree No. 118/2008/ND-CP dated November 27, 2008 defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of Chairman of State Securities Commission;

The Minister of Finance promulgates the Circular guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated 20/7/2012 stipulating in details and guiding the implementation of a number of articles of the securities law and the law amending and supplementing a number of articles of securities law.

Chapter 1

GENRAL PROVISIONS

Article 1. Scope and subjects of regulation

This Circular prescribes on conditions for listing of joint-stock companies formed after the course of consolidating, merging enterprises and dossier of registering for listing securities at the Stock Exchanges (SEs) of Ho Chi Minh city and Hanoi.

Article 2. Interpretation of terms

1. Companies in the same organizational type are companies that have the same organizational type of enterprises such as: joint-stock companies, limited liability companies.

2. Consolidation of enterprises means case where two or several companies in the same organizational type (hereinafter referred to as the consolidated companies) consolidate into a new company (hereinafter referred to as the consolidation company) by transfering all assets, rights, obligations and lawful benefits to the consolidation company, and terminating the existence of the consolidated companies as prescribed in Article 152 of the Law on enterprises No. 60/2005/QH11.

3. Merger of enterprises means case where one or several companies in the same organizational type (hereinafter referred to as the merged companies) merge into other company (hereinafter referred to as the company receiving merger) by transfering all assets, rights, obligations and lawful benefits to the company receiving merger, and terminating the existence of the merged company (ies) as prescribed in Article 153 of the Law on enterprises No. 60/2005/QH11.

4. Phrases of “company” and “enterprise” are used in the same meaning at this Circular.

Chapter 2

CONDITIONS FOR LISTING SECURITIES OF JOINT-STOCK COMPANIES FORMED AFTER THE COURSE OF CONSOLIDATING OR MERGING ENTERPRISES

Article 3. Conditions for securities listing at the Stock Exchange (SE) of Ho Chi Minh city of joint-stock companies formed after the course of consolidating or merging enterprises

1. Conditions for stock listing

1.1. Conditions for stock listing of companies formed after consolidating enterprises

a. Companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy conditions specified in points a, c, d, dd and e clause 1 Article 53 of the Decree No. 58/2012/ND-CP

b. Companies formed after consolidating two (02) or several enterprises of which at least one company listing at the Stock Exchange (SE) of Ho Chi Minh city and at least one company not listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy conditions specified in points a, c, d, dd and e clause 1 Article 53 of the Decree No. 58/2012/ND-CP; concurrently the unlisted company (ies) must satisfies conditions of having at least two (02) years operating under form of joint-stock company, counted to the time when the company formed after consolidation is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the last year is not less than 05% and the business operation of two (02) years preceding the consolidation year must have interest; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.

c. Companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy fully conditions specified in clause 1 Article 53 of the Decree No. 58/2012/ND-CP

1.2. Conditions for stock listing of companies formed after merging enterprises

a. If the company receiving merge and the merged companies are companies listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merging must implement registration for modification of listing.

b. If the company receiving merge is the listed company and the merged companies are not companies listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merging will be entitled to implement registration for listing to supplement the swap shares of the merged company when:

b1. The merged company meets the following conditions: Having at least two (02) years operarted under form of joint-stock company counted to the time when the company formed after merger is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the last year is not less than 05% and the business operation of two (02) years preceding the consolidation year must have interest; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.

b2. If the merged company fails to meet conditions specified in the point b1 as mentioned above, it must have the ROE rate on the audited annual consolidation financial statement or the audited semi-year consolidated financial statement (made after time of merger) of the company formed after merger is not less than 05% or have the ROE rate being positive on the audited annual consolidated financial statement (made after time of merger) and more than the ROE rate on the audited annual financial statement of the last year of the company receiving merger.

b3. If the merged company and the ROE rate of the company formed after merger fail to satisfy the above conditions, quantity of shares issued additionally (corresponding to the capital of the merged company) are only entitled to list additionally after one (01) year from the time when the company formed after merger is granted Certificate of Business registration.

c. If the company receiving merger is not company listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merger must satisfy fully conditions specified in clause 1 Article 53 of the Decree No. 58/2012/ND-CP

2. Conditions for listing bonds after consolidating/merging enterprises

The company formed after consolidating/merging may register the bond listing as prescribed in clause 2 Article 53 of the Decree No. 58/2012/ND-CP

Article 4. Conditions for listing securities at the Stock Exchange (SE) of Hanoi of joint-stock companies formed after the course of consolidating or merging enterprises

1. Conditions for stock listing

1.1. Conditions for stock listing of companies formed after consolidating enterprises

a. Companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in points a, c, d and dd clause 1 Article 54 of the Decree No. 58/2012/ND-CP

b. Companies formed after consolidating two (02) or several enterprises of which at least one company listing at the Stock Exchange (SE) of Hanoi and at least one company not listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in points a, c, d and dd clause 1 Article 54 of the Decree No. 58/2012/ND-CP; concurrently the unlisted company (ies) must satisfies conditions of having at least one (01) year operating under form of joint-stock company, counted to the time when the company formed after consolidation is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the year preceding the consolidation year is not less than 05%; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.

c. Companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in clause 1 Article 54 of the Decree No. 58/2012/ND-CP

1.2. Conditions for stock listing of companies formed after merging enterprises

a. If the company receiving merge is company listing at the Stock Exchange (SE) of Hanoi and the merged companies are companies listing at the Stock Exchange (SE), the company formed after merging must implement registration for modification of listing.

b. If the company receiving merge is the listed company at the Stock Exchange (SE) of Hanoi, but the merged companies are not companies listing at the Stock Exchange (SE), the company formed after merging will be entitled to implement registration for listing to supplement the swap shares of the merged company when:

b1. The merged company must satisfy conditions of having at least one (1) year operarted under form of joint-stock company counted to the time when the company formed after merger is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the year preceding the merger year is not less than 05%; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.

b2. If the merged company fails to meet conditions specified in the point b1 as mentioned above, it must have the ROE rate on the audited annual consolidation financial statement or the audited semi-year consolidated financial statement (made after time of merger) of the company formed after merger is not less than 05% or have the ROE rate being positive on the audited annual consolidated financial statement (made after time of merger) and more than the ROE rate on the audited annual financial statement of the last year of the company receiving merger.

b3. If the merged company and the ROE rate of the company formed after merger fail to satisfy the above conditions, quantity of shares issued additionally (corresponding to the capital of the merged company) are only entitled to list additionally after one (01) year from the time when the company formed after merger is granted Certificate of Business registration.

c. If the company receiving merger is not company listing at the Stock Exchange (SE) of Hanoi, the company formed after merger must satisfy fully conditions specified in clause 1 Article 54 of the Decree No. 58/2012/ND-CP

2. Conditions for listing bonds after consolidating/merging enterprises

The company formed after consolidating/merging may register the bond listing as prescribed in clause 2 Article 54 of the Decree No. 58/2012/ND-CP

Chapter 3

DOSSIERS OF AND PROCEDURES FOR LISTING REGISTRATION AT THE STOCK EXCHANGE

Article 5. Dossiers of and procedures for listing registration at the stock exchange

1. Conditions for registration for stock listing:

1.1. Dossier of registration for stock listing at the first time:

a. Dossier of registration for stock listing as prescribed in points b, dd, e, g, h, i, k clause 2 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for stock listing made according to the Appendix No. 01 (a);

c. Book of shareholder registration made within one (01) month before the time of submitting dossier for the listing registration enclosed with the list of major shareholders, internal shareholders, strategy shareholders (quantity, the rate of hold shares, time of transfer limit (if any)) and list of relevant persons of major shareholders, internal shareholders;

d. The prospectus made according to the form in Appendix No.02.

1.2. Dossier of registration for stock listing of companies formed after consolidating:

a. In case where companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange:

- Dossier of registration for listing complies with clause 1.1 of this Article, exclude Appendix VI, VII about the audit report and financial statements at prospectus;

- Consolidation contract as prescribed by the Law on Enterprise;

- Written consent of competent state agencies for the consolidation of enterprises (in case it is required to have the consent of competent state agencies).

b. In case where companies formed after consolidating two (02) or several enterprises of which have at least one listed company and one company not being company listing at the Stock Exchange:

- Dossier of registration for listing complies with clause 1.1 of this Article, exclude Appendices VI and VII about the audit report and financial statements at prospectus;

- The unlisted company must have annual financial statement audited before consollidation;

- Consolidation contract as prescribed by the Law on Enterprise;

- Written consent of competent state agencies for the consolidation of enterprises (in case it is required to have the consent of competent state agencies).

c. In case where companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange, dossier of registration for listing complies with clause 1.1 of this Article.

1.3. Dossier of registration for stock listing of companies formed after merger:

a. In case of joint-stock companies formed after merger as prescribed in points a and b3 clause 1.2 Article 3 and points a and b3 clause 1.2 Article 4 of this Circular, dossier of changing the listing registration complies with clause 2 Article 59 of the Decree No. 58/2012/ND-CP;

- Written consent of competent state agencies for the merger of enterprises (in case it is required to have the consent of competent state agencies).

b. In case of joint-stock companies formed after merger as prescribed in points b1 and b2 clause 1.2 Article 3 and points b1 and b2 clause 1.2 Article 4 of this Circular:

- Dossier of the listing registration complies with clause 1.1 of this Article;

- The company receiving merger and the merged companies must have annual financial statement audited before merger;

- Merger contract as prescribed by the Law on Enterprise;

- Annual consolidated financial statement audited (made after time of merger) of the company formed after merger;

- Written consent of competent state agencies for the merger of enterprises (in case it is required to have the consent of competent state agencies).

c. In case of joint-stock companies formed after merger as prescribed in point c clause 1.2 Article 3 and point c clause 1.2 Article 4 of this Circular, dossier of the listing registration complies with clause 1.1 of this Article;

2. Dossier of registration for listing bonds includes:

a. Dossier of registration for listing bonds as prescribed in points b, c, dd, e, g, h and i clause 3 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for listing made according to the Appendix No. 01 (b);

c. The prospectus made according to the form in Appendix No.02.

3. Dossier of registration for listing public fund certificates and shares of companies for investment in public securities includes:

a. Dossier of registration for listing public fund certificates and shares of companies for investment in public securities as prescribed in points b, c, dd, e, g and h clause 4 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for listing made according to the form in Appendix No. 01 (c) and No. 01 (d);

c. The prospectus made according to the form in Appendix No. 03 and No. 04.

4. Joint-stock companies formed after merger as prescribed in points a and b clause 1.1 of Article 3; points a and b clause 1.1 Article 4 must conduct procedures for the listing registration within three (03) months after the companies formed after merger are granted certificates of business registration.

5. The Stock Exchange shall specify procedures for registration for listing securities of companies formed after consolidating, merging.

Chapter 4

IMPLEMENTATION PROVISIONS

Article 6. Implementation provisions

This Circular takes effect on July 15, 2013.

The model prospectus specified in Appendix No. 02 of this Circular replaces the model prospectus specified in Appendix No. 03 promulgated together with the Decision No. 13/2007/QD-BTC dated 13/03/2007 of the Minister of Finance issuing model prospectus in application files for registration of a public offer of securities; the model prospectus specified in Appendices No. 03 and 04 of this Circular replace the model prospectus providing for listing in Appendices No. 04 and 05 promulgated together with the above Decision.

Article 7. Organizing implementation

The Stock Exchanges, Stock Depository Centers, companies registering the listing and relevant organizations and individuals shall implement this Circular.

APPENDIX No. 01 (a)

WRITTEN REGISTRATION FOR LISTING STOCK

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

SOCIALIST REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
-----------------------------

WRITTEN REGISTRATION FOR LISTING STOCKS

Share: …….. (name of stock)

Code of stock (if any)

Respectfully to: The Stock Exchange …..

I. Introduction on organization registering for listing:

1. Name of organization registering for listing (full name):

2. English name (if any)

3. Abbreviated name (if any):

4. The registered charter capital:

5. The real contributed charter capital:

6. Address of head office:

7. Telephone:                             Fax:

8. Place opening account:                      Account number:

9. Legal grounds for business operation:

- Certificate of Business registration No………………... Issued by …………. Day of issuance:……….. or permit of establishment and operation No. Issued by …………. Day of issuance:………..

- Key business trades: Code number:

- Key products/services:

II. Stocks that are registered for listing:

1. Name of stock:

2. Type of stock:

3. Par value of stock:          VND

4. Tentative listing price:                  VND

5. Quantity of stocks that are registered for listing:                   stocks

6. Tentative listing time:       

7. Rate of shares that are registered for listing on total of the issued shares:

III. Concerned parties:

(Listing advisory, audit organizations, etc)

IV. Commitments of register:

We hereby assure that data in this dossier is full and true, it is not insufficient or counterfeit that may cause damages to the stock buyers. We undertake that that:

To fully study and strictly comply with legal documents on securities and securities market and suffer all forms of handling if violating the commitments mentioned above.

V. Enclosed dossier:

1. Decision of Shareholder General Assembly in the nearest term on approving for the stock listing;

2. Register of shareholders of organization registering for listing that is made in duration of one month before submitting dossier of registration for listing. Register of shareholders must be enclosed with table enumerating list of major shareholders, internal shareholders, strategy shareholders (quantity, holding rate, duration limited for transfer (if any)) and list of persons involving major shareholders;

3. Prospectus made according to the form of the Ministry of Finance;

4. Commitments of shareholders being members of Management Board, Control Board, Directors (General Directors), Deputy Directors (Deputy General Directors), Chief accountant and commitments of major shareholders being persons involving with members of Management Board, Control Board, Directors (General Directors), Deputy Directors (Deputy General Directors) and Chief accountant of company for holding 100% of stocks owning by them in duration of 6 months from the date of listing and 50% of these stocks in duration of 6 next months;     

5. Contract of listing advisory (if any);

6. Written commitment on limiting the participation rate of foreign parties as prescribed by law for specific business fields (if any);

7. List of persons involving members of Management Board, Board of Directors, Control Board and Chief accountant;

8. Certificate of Stock Depository Center about stocks of organization already registered for centralized depository;

9. Written approval of the State bank for joint stock credit institutions;

10. (Other documents, if any).

APPENDIX No. 01 (b)

WRITTEN REGISTRATION FOR LISTING BONDS

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

SOCIALIST REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
-----------------------------

WRITTEN REGISTRATION FOR LISTING BONDS

Bond: …….. (Name of bond): ……..

Respectfully to: The Stock Exchange …..

I. Introduction on organization registering for listing:

1. Name of organization registering for listing (full name):

2. English name (if any)

3. Abbreviated name (if any):

4. The registered charter capital:

5. The real contributed charter capital:

6. Address of head office:

7. Telephone:                  Fax:

8. Place opening account:                                  Account number:

9. Legal grounds for business operation:

- Certificate of Business registration No…………..... Issued by …………. Day of issuance:……….. or permit of establishment and operation No. Issued by …………. Day of issuance:………..

- Key business trades: Code number:

- Key products/services:

II. Bonds that are registered for listing

1. Name of bond: ……..

2. Type of bond: ……..

3. Bond duration: …….. year

4. Term for paying interests:

5. The nominal interest rate:

6. Par value of bond: …….. VND

7. Tentative listing price:         VND

8. Quantity of bonds that are registered for listing:          bonds

9. Tentative listing time:   

10. Rate of bonds that are registered for listing on total of the issued bonds:

III. Concerned parties:

(Listing advisory, audit organizations, etc)

IV. Commitments of organization registering for listing:

We hereby assure that data in this dossier is full and true, it is not insufficient or counterfeit that may cause damages to the bond buyers. We undertake that:

To fully study and strictly comply with legal documents on securities and securities market and suffer all forms of handling if violating the commitments mentioned above.

V. Enclosed dossier:

1. Decision on approval for listing bonds of Management Board or convertible bonds of Shareholder General Assembly (for joint-stock companies), listing bonds of Members' Council (for limited liability companies with two or more members) or owner of company (for one-member limited liability companies);

2. The register of bond owners of organization registering for listing;

3. Prospectus made according to the form of the Ministry of Finance;

4. Commitments on implementing obligations of organization registering for listing to investors, including conditions of payment, rate of debts on equity capital, conditions of conversion (in case of listing convertible bond) and other conditions;

5. Commitments on payment guarantee or record to define value of collateral, enclosed with valid documents proving legal ownership and insurance contract (if any) for such properties in case of listing the secured bonds.  Assets used for guarantee must be registered with competent agencies;

6. Contract between the issuing organization and representative of bond owners;

7. Certificate of Stock Depository Center about bonds of such organization already registered for centralized depository;

8. Written approval of the State bank for joint stock credit institutions;

9. (Other documents, if any).

Appendix No. 01 (c)

WRITTEN REGISTRATION FOR LISTING CERTIFICATES OF PUBLIC INVESTMENT FUND

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

SOCIALIST REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
-----------------------------

WRITTEN REGISTRATION FOR LISTING CERTIFICATES OF PUBLIC INVESTMENT FUND

Certificate:……… (name of the investment fund certificate)

Respectfully to: The Stock Exchange …..

I. Introduction on organization registering for listing certificates of public investment fund:

1. Name of company managing the public investment fund (full name)

2. English name (if any)

3. Abbreviated name (if any):

4. The charter capital:

5. Address of head office:

6. Telephone:                 Fax:                                  Website: 

7. Place opening account:                      Account number:

8. Permit of establishment and operation No. Issued by the State Securities Commission of Vietnam dated ……….

9. The permit of investment fund management No. ……… dated ……….

II. Introduction on the public investment fund that is registered for listing

1. Name of Fund (full name):

2. English name (if any)

3. Abbreviated name (if any):

4. Type              Fund

5. Address of head office:

6. Telephone:                 Fax:                 Website:

7. Place opening account:                      Account number:

8. The permit for issuing fund certificates to public No……… dated …………… issued by the State Securities Commission

9. Certificate of registering for establlishment of public fund No. ........dated ………. Issued by the State Securities Commission

10. The charter capital of fund:

11. Time of fund closure:

12. Operational duration of fund:

III. Fund certificates that are registered for listing:

1. Name of fund certificate:

2. Type of fund certificate:

3. Quantity of fund certificates that are registered for listing:                        certificates

4. Par value of fund certificate:            VND

5. Tentative listing price:     VND/ certificate

6. Tentative listing time:   

7. Rate of fund certificates that are registered for listing on total of the issued fund certificates:

IV. Concerned parties:

(Listing advisory, audit organizations, Custodian Bank, etc)

IV. Commitments of organization registering for listing:

We hereby assure that data in this dossier is full and true, it is not insufficient or counterfeit that may cause damages to the fund certificate buyers. We undertake that:

To fully study and strictly comply with legal documents on securities and securities market and suffer all forms of handling if violating the commitments mentioned above.

IV. Enclosed dossier:

1. The register of investors holding certificates of public fund;

2. Charter of public fund made according to the form set by the Ministry of Finance and supervision contract that has been approved by General meeting of Investors;

3. Prospectus made according to the form of the Ministry of Finance;

4. List and summary resumes of members of the Board of Fund representatives; written commitments of independent members in the Board of Fund representatives about their independence in respect to the fund management company and Custodian Bank;

5. Commitments of members of the Representative board of securities investment fund about holding 100% of fund certificates or shares owning by them in duration of 6 months from the date of listing and 50% of these fund certificates in duration of 6 next months;

6. Report on investment result of fund counted to time of registration for listing confirmed by the Custodian Bank;

7. Certificate of Stock Depository Center about fund certificates of the public fund already registered for centralized depository;

8. (Other documents, if any).

Appendix No. 01 (d)

THE WRITTEN REGISTRATION FOR LISTING STOCKS OF THE PUBLIC SECURITIES INVESTMENT COMPANY 

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

SOCIALIST REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
-----------------------------

THE WRITTEN REGISTRATION FOR LISTING STOCKS OF THE PUBLIC SECURITIES INVESTMENT COMPANY

Stock: …….. (name of stock)

Respectfully to: The Stock Exchange …..

I. Introduction on organization registering for listing:

1. Name of organization registering for listing (full name):

2. English name (if any)

3. Abbreviated name (if any):

4. The charter capital:

5. Address of head office:

6. Telephone:                             Fax:

7. Place opening account:

8. Account number:

9. The permit of establishment and operation in securities investment business dated ……….

II. Stocks that are registered for listing:

1. Name of stock:

2. Type of stock:

3. Par value of stock:     VND

4. Tentative listing price:   VND/ share

5. Quantity of stocks that are registered for listing:          stocks

6. Tentative listing time:   

7. Rate of shares that are registered for listing on total of the issued shares:

III. Concerned parties:

(Listing advisory, audit organizations, etc)

IV. Commitments of organization registering for listing:

We hereby assure that data in this dossier is full and true, it is not insufficient or counterfeit that may cause damages to the stock buyers. We undertake that:

To fully study and strictly comply with legal documents on securities and securities market and suffer all forms of handling if violating the commitments mentioned above.

V. Enclosed dossier:

1. The shareholder register of the public securities investment company;

2. Charter of the public securities investment companies made acording to the form set by the Ministry of Finance and supervision contract that have been approved by Shareholder General Assembly;

3. Prospectus made according to the form of the Ministry of Finance;

4. Commitments of shareholders being members of the Management Board, Control Board, Directors (General Directors), Deputy Directors (Deputy General Directors), Chiefs accountant and commitments of major shareholders being persons involving with members of the Management Board, Control Board, Directors (General Directors), Deputy Directors (Deputy General Directors) and Chiefs accountant of the securities investment companies for holding 100% of stocks owning by them in duration of 6 months from the date of listing and 50% of these stocks in duration of 6 next months; 

5. Report on investment result of the public securities investment company counted to time of registration for listing confirmed by the Custodian Bank;

6. Certificate of Stock Depository Center about stocks of the public securities investment company already registered for centralized depository.

7. (Other documents, if any).

Appendix No. 02

THE MODEL PROSPECTUS FOR LISTING STOCKS/ BONDS ON THE STOCK EXCHANGE

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

(the cover page)

THE PROSPECTUS

COMPANY: ABC

(The certificate of business registration No. ………issued by …………. dated ……….. or the permit of establishment and operation No. ……issued by …………. dated ……….. )

STOCKS (BONDS) LISTING

ON THE STOCK EXCHANGE …..

(Decision on listing registration No. …/SGD-QD issued by ………dated ………..)

This prospectus and its supplementary documents will be provided at:……………….

In charge of information disclosure:

Full name: …….. . . . . . . . . . ………Telephone number:………..Position:………….

(the cover page)

COMPANY: ABC

(Certificate of business registration No.  …….issued by ………. dated ………)

(Clearly inscribing address of head office, telephone number, fax,email, website of company) 

STOCKS (BONDS) LISTING

ON THE STOCK EXCHANGE …..

Name of stocks/bonds:

Type of stocks/bonds:

Code of stocks/bonds (if any):

Maturity time (for bonds):

Interest rate (for bond):

Term of interest payment (for bond):

Par value:

Total listed quantity:

Total listed value (under parvalue):

AUDIT ORGANIZATION:

COMPANY: ……….. (clearly inscribing address of head office, transaction telephone number and fax number)

ADVISORY ORGANIZATION:

COMPANY: ……….. (clearly inscribing address of head office, transaction telephone number and fax number)

(the cover page)

TABLE OF CONTENTS

CONTENTS OF PROSPECTUS

I. RISK FACTORS

(Clearly analyze the influences of risk factors on the price of the listing securities)

1. Applicable to organizations which are not credit institutions and non-banking financial organizations:

1.1. Economic risks

1.2. Legal risks

1.3. Specific risks (industry, company, operational sector)

1.4. Other risks

2. Applicable to organizations which are credit institutions and non-banking financial organizations:

2.1. Interest rate risks: (Analyse the status of mobilization and lending, and the difference between term of deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans)

2.2. Credit risks: (Analyse the possible risks if for any specific reason some companies fail to repay their debts)

2.3. Foreign exchange risks: (How fluctuation in exchange rates affects the value of various assets and debts in foreign currencies. Whether the net result is advantageous or not)

2.4. Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the banks’ ability to guarantee enough cash to meet the demand for regular as well as sudden (especially for sudden demand) withdrawal by customers)

2.5. Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, leading to what affect on the financial situation of the bank)

2.6. Legal risks:

2.7. Other risks: (force majeure risks: natural calamity, enemy-inflicted sabotage and so forth)

II. KEY PERSONS RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. The listing organization:

Mr./Ms.: ……………………… Title: Chairman of Board of Management

Mr./Ms.: ……………………… Title: Chairman of Director (General Director)

Mr./Ms.: ……………………… Title: Deputy Director (Deputy General Director) involving the registration for listing.

Mr./Ms.: ……………………… Title: Chief Accountant (Financial Director)

Mr./Ms.: ……………………… Title: Head of Control Board  

We hereby undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.

2. Advisory organization:

Legal representative: Mr./Ms.: ……………………… 

Title: . . . . . . . . . . . . . . .

Letter of authorization: ……………………

This Prospectus is a part of the dossier of  registration  for  listing  which was participated in  preparation by (name of advisory organization) on the basis of an advisory contract (if any) with (name of the listing organization). We hereby undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of the listing organization).

III. DEFINITIONS

(Words and abbreviated phrases, difficult words and words which may cause misunderstanding in the Prospectus need to be defined)

IV. STATUS AND CHARACTERISTICS OF THE LISTING ORGANIZATION  

1. Summary of establishment and development progress:

- General introduction on the listing organization

- The establishment and development progress

- The process of increasing capital …..

2. Company organizational structure (and group corporate structure, if any) (expressed in a diagram and enclosing an explanation)

3. Company management structure (expressed in a diagram and enclosing an explanation)

4. List of shareholders (names, addresses, ID number, business registration number (if any)) holding over 5% of company equity; List of founding shareholders and ratio of shares held (if the regulations restricting transfer are still effective); shareholder structure (domestic and international organizations and individuals and holding ratios);

5. List of parent companies and affiliates of the organization registering for listing, companies in which the organization registering for listing holds a controlling right or controlling shares, and companies holding a controlling right or controlling shares in the organization registering for listing, including: Name, address, business trades, the registered charter capital, the actually-contributed charter capital; the registered capital/ the actually-contributed capital of organization registering for listing, the holding ratio of organization registering for listing …

6. Business operation

6.1. Applicable to organizations which are not credit institutions and non-banking financial organizations:

6.1.1. Product output/value of services throughout the years (ratio of each product/service over revenue and profit)

6.1.2. Raw materials

- Source of raw materials;

- Stability of this supply source;

- Influence of price of raw materials on revenue and profit.

6.1.3. Production cost (stating whether high or low, competitive or not), rate of each cost / revenue

6.1.4. Technology level

6.1.5. Status of research and development of new products (if any)

6.1.6. Status of checking product/service quality

- Current quality management system;

- Company’s quality checking division.

6.1.7. Marketing operations

6.1.8. Trademarks, registered inventions and copyright

6.1.9. Large contracts currently being performed or which have been signed in the past (names, value, time for implementing, products, parties to the agreements)

6.2. Applicable to credit institutions and non-banking financial organizations:

6.2.1. Company’s main business lines:

- Types and quality of products/services;

- Capital mobilization (Structure, ratio of domestic and international mobilized capital of the issuing organization during the last 2 - 3 years)

- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, and interest rate risks: Categorize all these during the most recent 2 to 3 years)

- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, domestic and international payment services during the most recent 2 to 3 years)

- Agency banking operations (if any)

6.2.2. Risk management and capital preservation;

6.2.3. Operational Market

- Branch network

- Customer base and customer oriented services

- Market share and competitive capacity

6.2.4. On-going projects for developing business operations.

7. Report on business operation results

7.1. Summary of several criteria on company’s business activities for the last two (2) years and the last quarter (if any).

- The business operation results

(In case where organization registering for listing is mother company, the item of the production and business operation result will base on financial statement of mother company and consolidation financial statement).

- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business operation in the last two years)

- Auditor’s opinion, direction to handle and overcome till the time of registration for listing (if any).

7.2. Factors influencing production and business operations of the company for the reported year (Specify the main advantages and disadvantages influencing business status of company in the report year, and in a case of decrease in business results of the company then the reasons must be given)

8. The company’s position as compared with that of other companies in the same industry

- The company’s position in its industry;

- Prospects of the industry;

- Comparison on financial status and business operation of enterprises in the same industry;

- Evaluation of the consistency between the company's developmental orientation and the industry’s developmental orientation, and with State policies and the global tendency.

9. Labor policy

- The number of employees in the company

- Training policy, salaries, bonus, benefits, and so on. .

10. Dividend policy (in case of stocks – clearly stating rate of dividend in the most recent two years, policies related to payment of dividend, specifying payout during years and the advance payment of dividend till the most recent time (if any)) or the loaning policy in time limit of bonds, order prioritized for payment of bonds listed in the debt list of organization registering for listing (in case of listing bonds)

11. Financial status

11.1. Applicable to organizations which are not credit institutions and non-banking financial organizations:

11.1.1 Basic criteria (for the last year)

- Fixed asset depreciation calculation:  (State whether it is in line with the legal requirements and whether there any changes in the depreciation policy)

- Average salary: (Compare it with that of other companies in the same industry in the same geographical area)

- Payment of due debts: (State whether they are paid on the due date and in full)

- Payable amounts specified by law:  (State whether they are paid in accordance with law)

- Deductions for Funds required by law:   (State whether they are maintained in accordance with the charter and with law)

- Outstanding debt balance:  (Specify overdue loans, guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debts, recoverability of loans)

- Status of current debts:  (total receivable debits, total payable debts)

11.1.2 Basic financial criteria (depending on each industry)

(In case where organization registering for listing is mother company, the financial criteria will base on report of mother company and consolidation financial statement)

11.2. Applicable to credit institutions and non-banking financial organizations:

(The ratios mentioned above are set out in Decision 06/2008//QD-NHNN dated 12/3/2008 of the Governor of State Bank of Vietnam promulgating the regulation on rating of joint stock commercial banks).

12. Board of Management, Board of Directors, Board of Controllers, Chief Accountant

- List (names, ages, ID card numbers)

- CVs, including the following contents:

+ Current position (duration of keeping position counted to the current time) and positions holding in other organizations, the affairs experienced, certificates/degrees;

+ Ratio of securities owned by him/her or by relatives in organization registering for listing;

+ Debts owing to the company (if any) (applicable to listing of stocks);

+ Remunerations and other benefits (if any);

+ Benefits related to the listing organization (if any).

13. Assets (workshops and assets owned by the company)

14. Plan on production and business, profit and dividends in next years (applicable to listing of stocks)

- Specify the bases for achieving the above planned profit and dividends.

- Investment plans, projects already approved by Board of Management, Shareholder General Assembly.

- Plan on increasing charter capital (if any)

15. Evaluation by the advisory organization of the profit and dividend plan.

16. Information about commitments not yet implemented by the listing organization (information on convertible bonds, and information related to stocks, bonds, so forth)

17. Information about disputes, litigations involving the company which might influence the price of the listing securities (if any).

V. THE LISTING SECURITIES

1. Types of securities

2. Par value

3. Total the listing securities: Clearly specify the quantity of securities that have been issued but not yet listed and reason of not yet listing (if any).

4. Quantity of stocks, bonds limited transfer as prescribed by law or the listing organization

5. Credit rating (if any)

6. Pricing method

7. Interest calculating method at the due date (for listing bonds). (Specify the formula or equation with examples)

8. Method of exercising rights

- Conditions, period for exercising rights;

- Convertible ratio and calculation method of the buying and/or conversion price;

- Calculation method and payment of loss if rights are not exercisable;

- Other terms relating to the interests of the owners of shares options or securities rights

9. Evaluation of the effects of inflation on listed bonds (Use the inflation statistics for 5 years in order to forecast the effects of inflation on bond interest rates)

10. Commitment on guaranteed ratio (in a case of listing of guaranteed bonds).

11. Limitation on the holding ratio applicable to foreigners (as prescribed by law on securities and law of specialized sector if any)

12. Relevant kinds of taxes (income tax and other taxes relating to listed securities)

IV. PARTIES INVOLVED IN THE LISTING  

(Specify the names and head office addresses of, and provide a general introduction of the parties involved in the listing:  namely the representative of bondholders, the audit organization, advisory organization and so forth)

VII. Appendices  

1. Appendix I: Valid copy of the business registration certificate

2. Appendix II: Company charter in accordance with the model charter for listed companies

3. Appendix III: Minutes of asset valuations (if any)

4. Appendix IV: Valuations of equipment and workshops, etc (if any)

5. Appendix V: Introduction of legal documents relating to the listed organization

6. Appendix VI: Audit report (to be reproduced word for word)

7. Appendix VII: Financial statements (made according to provision in Article 16 of the securities Law)

8. Appendix VIII: Report on legal disputes

9. Other Appendixes (if any)

Appendix No. 03

THE MODEL PROSPECTUS FOR LISTING CERTIFICATES OF SECURITIES INVESTMENT FUND ON THE STOCK EXCHANGE

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

(the cover page)

THE PROSPECTUS

NAME OF FUND

(Certificate of registering for establlishment of fund No. ........Issued by the State Securities Commission dated ………. )

FUND CERTIFICATE LISTING

ON THE STOCK EXCHANGE …..

(Listing Registration number:……….issued by the Stock Exchange ... dated.....)

1. Full name, title and address of the person in charge of announcing information;

2. Place providing the Prospectus, means of announcing the Prospectus (at the head office, at branches of the company, on its website etc);

(the cover page)

TABLE OF CONTENT

CONTENTS OF PROSPECTUS

I. KEY PERSONS RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. Organization registering for listing – Name of Fund

1.1. Key members of fund management company (name of fund management company) include: Mr./Ms.: ……………………… Title: Chairman of Board of Management/ Members’ Council

Mr./Ms.: ……………………… Title: Director / General Director   

Mr./Ms.: ……………………… Title: Chief accountant   

1.2. Members of the Board of Fund’s Representatives include:

Mr./Ms.: ……………………… Title: Chairman

Mr./Ms.: ……………………… Title: Vice Chairman

Mr./Ms.: ……………………… Title: Member  

We hereby undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.

2. Concerned organizations:

2.1. Custodian Bank:

Mr./Ms.: ……………………… Title: Chairman of Management Board  

Mr./Ms.: ……………………… Title: Director / General Director   

2.2. Company of asset valuation (if any)

2.3. Advisory organization:

Legal representative: Mr./Ms.: ………………………   

Title: . . . . . . . . . . . . . . .

This prospectus is a part of the dossier of listing registration which was participated in preparation by (name of advisory organization) on the basis of an advisory contract with (name of the organization registering for listing). We hereby undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of organization registering for listing).

II. TERMS/DEFINITIONS

This part is reserved for the explanation of terms or definitions used in the Prospectus.

III. INVESTMENT OPPORTUNITIES  

1. An overview of the Vietnamese economy

2. The Vietnamese securities market and investment opportunities

IV. INFORMATION ABOUT THE INVESTMENT FUND  

1. General information about Fund

1.1. Name and address, telephone, fax, email of Fund.

1.2. The Board of Fund’s Representatives :

Introduction on the Board of Fund’s Representatives:

- Structure of Executive Board of Fund Management Company;

- Brief information about members in the Board of Fund’s Representatives (their full names, positions, ID card / passport numbers, working experiences, etc) and concerned persons.

1.3. Fund establishment process:

Clearly state process from being granted certificate of the public offer of securities untill being granted certificate of registration for the public fund establishment, include the following contents:

* Results of capital mobilization to Fund:

● Name of the issuing fund:

● Type of Fund:

● Par value:

● Total quantity of fund certificates distributed actually:

● Total actually mobilized value (except for charges involving the issuance):

● Issue date:

● Date ending capital mobilization:

● Custodian Bank:

● Account for remittance:

* Report on result of capital mobilization that have been confirmed by the Custodian Bank and submitted to the State Securities Commission

* Nature and operational duration of Fund

2. The charter of Fund

Summary of fund charter with the following key information:

2.1. General provisions

2.2. Provisions on investment objectives, policies and limitations

- Investment objectives;

- Investment strategies/policies, expected industries/sectors for investment;

- Assets permitted to be invested;

- Investment structure;

- Investment limitations;

- Method of investment selection, and procedures for investing and the issuing of investment decisions;

2.3. Investors, register of investment fund certificate holders and transfer of investment fund certificates

- Investors;

- Rights and obligations of investors;

- Register of investment fund certificate holders;

- Transfer of fund certificates;

- Inheritance of investment fund certificate;

2.4. Distribution of operational results

- Method of distribution of the Fund’s profits;

- Solution for losses of the Fund;

2.5. General meeting of investors

- Annual and extraordinary general meeting of investors;

- Rights and duties of the investors, and of the general meeting of investors;

- Mode of conducting the general meeting of investors;

- Resolutions of the general meeting of investors.

2.6. The Board of Fund’s Representatives:

- Organization of Board of Fund’s Representatives (list of Board of Fund’s Representatives);

- Criteria for selecting members of the Board of Fund’s Representatives;

- Rights and duties of the Board of Fund’s Representatives;

- Chairman of the Board of Fund’s Representatives;

- Procedures for operating the Board of Fund’s Representatives;

- Suspension and dismissal of members of the Board of Fund’s Representatives;

- Representative of members of the Board of Fund’s Representatives;

- Minutes of meetings of the Board of Fund’s Representatives.

2.7. Criteria for selection of, and rights and responsibilities of the Fund Management Company

- Criteria for selection of the Fund Management Company;

- Responsibilities and rights of the Fund Management Company;

- Terminating rights and obligations of the Fund Management Company;

- Operational limitations of the Fund Management Company.

2.8. Criteria for selection of, and rights and responsibilities of the Custodian Bank

- Criteria for selection of the Custodian Bank;

- Responsibilities and rights of the Custodian Bank;

- Terminating rights and obligations of the Custodian Bank.

2.9. Auditing, accounting and reporting regime

3. Investment objectives of Fund:

4. Risks of investment in the Fund

4.1. Market risks

4.2. Interest risks

4.3. Inflation risks

4.4. Lack of solvency risks

4.5. Legal risks

4.6. Credit risks

4.7. Conflict of interest risks

4.8. Other risks

5. Charges, fees and operational bonuses

5.1. Charge for issuance 

5.2. Management charge

5.3. Custodian charge and depository charge

5.4. Other charges and fees

5.5. Operational bonuses

5.6. Other information

6. Fund certificate transactions

6.1. Transfer and inheritance of fund certificates

6.2. The minimum holding term

6.3. Other provisions

7. Method of determining net asset value

7.1. Time for determining net asset value

7.2. Method of determining net asset value

8. Method of calculating income and plan for profit distribution of the Fund

Specify the method of calculating income items of the Fund; the plan and method for profit distribution to investors.

9. Reporting regime

Specify the obligations of the Fund Management Company and of the Custodian Bank to provide financial statements and operational reports on a monthly, quarterly and annual basis to investors of the Fund.

10. Contact address for answering questions from investors

Provide in detail the contact address and telephone number for investors to contact the Fund Management Company if they have questions relating to the Fund which need to be answered.

V. INFORMATION ABOUT THE FUND MANAGEMENT COMPANY AND OTHER RELEVANT ORGANIZATIONS:

1. Information about the Fund Management Company

1.1. General information about the Fund Management Company: 

1.1.1. Name and address of head office (address, telephone number, fax, email, website), branches, representative offices (if any) of the Fund Management Company;

1.1.2. Number of license (copy of license enclosed with prospectus);

1.1.3. Introduction about shareholders / founding members of the Fund Management Company and their concerned persons;1.1.4. Introduction about structure of Board of Management/Members’ Council of the Fund Management Company   

- Structure of Board of Management/Members’ Council of the Fund Management Company;

- Brief information about members in Board of Management/Members’ Council (full names, positions, ID card / passport numbers, working experiences, etc).

1.1.5. Introduction about the Executive Board of Fund Management Company

- Structure of Executive Board of Fund Management Company

- Brief information about members in the Executive Board (full names, positions, ID card / passport numbers, working experiences, etc) And their concerned persons.

1.1.6. Introduction about the Consult Council/ Investment Council:

- Brief information about members in the Consult Council/ Investment Council (full names, positions, ID card / passport numbers, working experiences, etc).

1.1.7.Introduction about the person practicing asset management and directly managing the Fund:

- Full name:

- ID card/ passport number:

- Number of the practicing certificate:

- The working process and experiences:

1.2. General information about operational status of the Fund Management Company

- General operational status of the Fund Management Company (result of business operation, financial status, etc) from the day of establishment to the most recent time compared to day of providing information in prospectus.

- Types of fund that are being managed by company;

- Requirement: Clearly state origin, time of providing the above information; clearly state information about activities in the past of the Fund Management Company, do not imply assurance about the operational ability of the Fund Management Company in the future.

- Prospectus must not provide information for purely personal purposes; and must not exaggerate successes or conceal failures by concealing information regarding operational conditions or regarding past or present managerial experience of the Fund Management Company, and past or present operational conditions of other funds that have been managed by the Fund Management Company.

2. Information about Custodian Bank:

2.1. General information about Custodian Bank (name, address, telephone, fax, website, email, function, and so forth);

2.2. Enclosed with the custodian contract between the fund management company and Custodian Bank.

3. Information about audit company

3.1. General information about Company auditing Financial statement of the Investment Fund (name, address, telephone, fax, website, email, function, and so forth);

3.2. Enclosed with the audit contract between the fund management company and audit company.

4. Information about Legal Consultancy Company (if any):

4.1. General information about Legal Consultancy Company (name, address, telephone, fax, website, email, function, and so forth);

4.2. Enclosed with the legal consultancy contract between the fund management company and the Legal Consultancy Company.

5. Information about the valuation organization (if any)

VI. FUND CERTIFICATE LISTING  

1. General information about the fund certificate listing:         

● Name of securities:

● Types of securities:

● Par value:

● Total the listed securities:

● Methods of price calculation:

2. Power of attorney from the Board of Fund’s Representatives to the Fund Management Company authorizing it to conduct listing procedures.

3. Quantity of fund certificates limited transfer as prescribed by law or the listing organization

4. Information about commitments that have not yet been implemented by organization registering for listing

5. Limitation on the holding ratio applicable to foreigners

6. Relevant kinds of taxes (income tax and other taxes relating to listed securities)

7. Other information.

VII. COMMITMENTS  

The Fund Management Company, advisory company, Custodian Bank (and other relevant organizations) undertake that the information in, and documents attached to this Prospectus are sufficient and accurate and undertake to comply with regulation of law on securities and securities market and relevant current regulations.

VIII. APPENDICES ATTACHED  

1. Charter of Fund that has been approved by General meeting of investors

2. Other appendices stated in the Prospectus

3. Introduction about legal documents related to the listed fund certificates.

4. Address providing the prospectus

Appendix No. 04

THE MODEL PROSPECTUS FOR STOCK LISTING OF SECURITIES INVESTMENT COMPANY ON THE STOCK EXCHANGE

(Promulgated together with the Circular No. 73/2013/TT-BTC dated May 29, 2013 of the Minister of Finance guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP dated July 20, 2012 detailing and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law)

(the cover page)

THE PROSPECTUS

NAME OF SECURITIES INVESTMENT COMPANY

(Certificate of registering for establlishment and operation of the securities investment company No. ........Issued by the State Securities Commission dated ………. )

LISTING STOCKS OF THE SECURITIES INVESTMENT COMPANY

ON THE STOCK EXCHANGE OF HCM CITY

(Listing registration number:……… issued by the Stock Exchange .......... dated ..........)

1. Full name, title and address of the person in charge of announcing information;

2. Place providing the Prospectus, means of announcing the Prospectus (at the head office, at branches of the company, on its website etc);

(the cover page)

TABLE OF CONTENT

CONTENTS OF PROSPECTUS

I. KEY PERSONS RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. The Management Board of Securities Investment Company:

Mr./Ms.: ……………………… Title: Chairman of Board of Management

Mr./Ms.: ……………………… Title: Vice Chairman of Board of Management

Mr./Ms.: ……………………… Title: Member

2. The Fund Management Company (organization regisrering for listing of securities investment company…….)

Mr./Ms.: ……………………… Title: Chairman of Board of Management/ Members’ Council

Mr./Ms.: ……………………… Title: Director (General Director)

Mr./Ms.: ……………………… Title: Chief accountant  

We hereby undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.

3. Custodian Bank:

Legal representative: Mr./Ms.: ………………………

Title: . . . . . . . . . . . . . . .

This Prospectus is one part of the application file for listing registration which was prepared by (provide the name of fund management company) after being confirmed by (provide the name of the Custodian Bank).  We hereby undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of the relevant organizations).

4. Advisory organization:

Legal representative: Mr./Ms.: ………………………  . . . . . . . . . . . . . . . .

Title: . . . . . . . . . . . . . . .

This prospectus is a part of the dossier of listing registration which was participated in preparation by (name of advisory organization) on the basis of an advisory contract with (name of the organization registering for listing). We hereby undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of organization registering for listing).

II. TERMS/DEFINITIONS

This part is reserved for the explanation of terms or definitions used in the Prospectus.

III. INVESTMENT OPPORTUNITIES  

1. An overview of the Vietnamese economy

2. The Vietnamese securities market and investment opportunities

IV. INFORMATION ABOUT THE FUND MANAGEMENT COMPANY

1. General information about the Fund Management Company:

- Nam of company: ………..

- The permit of establishment and operation No.:

- Head office:

- Telephone:                  Fax:                                    Website:

- Address of branches, representative offices (if any):

- Operational duration (if any):

- The charter capital:

- Shareholder/ member of Fund Management Company:

- Introduction about shareholders/ Founding members;

- Introduction about shareholders/ members holding 5% or less than of charter capital;

- Introduction about structure of Board of Management; Members’ Council of the Fund Management Company 

● Structure of Board of Management of the Fund Management Company;

● Brief information about members in Board of Management (full names, positions, working experiences, etc).

- Introduction about the Executive Board of Fund Management Company

● Structure of Executive Board of Fund Management Company;

● Brief information about members in the Executive Board (full names, positions, working experiences, etc)

- Introduction about the Investment Council (brief information of members)

● Structure of Investment Council of Fund Management Company;

● Brief information about members in the Investment Council (full names, positions, working experiences, etc).

2. Information about operational status of the Fund Management Company:

- General operational status of the Fund Management Company (result of business operation, financial status, etc) from the day of establishment to the most recent time compared to day of providing information in prospectus;

- Types of funds/ securities investment companies which are managed by company (state in details list, name of funds/ securities investment companies, types of funds/ securities investment companies, etc); 

- Requirement: Clearly state origin, time of providing the above information; clearly state information about activities in the past of the Fund Management Company, not imply assurance about the operational ability of the Fund Management Company in the future.

- Prospectus must not provide information for purely personal purposes; and must not exaggerate successes or conceal failures by concealing information regarding operational conditions or regarding past or present managerial experience of the Fund Management Company, and past or present operational conditions of other funds/ securities investment companies that have been managed by the Fund Management Company.

V. DEPOSITORY BANK, CUSTODIAN BANK

- Name of bank:

- The permit of establishment No.: (enclosed with a copy)

- Certificate of depository operation registration No.      

- Head office:

- Telephone:                                                          Fax:                 Website:

- Operational duration (if any):

- Key operational fields:

(Enclosed with the custodian contract between the fund management company and Custodian Bank).

VI. AUDIT COMPANY  

- Nam of company: ………..

- The permit of establishment No.: (enclosed with a copy)

- Place of establishment:

- Head office:

- Telephone:                             Fax:         Website:  

- Operational duration (if any):

(Enclosed with audit contract between the Fund Management Company and Audit Company and enclosed with the written approval of the State Securities Commission about being permitted to supply audit service for the organization registering for listing).

VI. LEGAL CONSULTANCY COMPANY (If any)

- Nam of company: ………..

- The permit of establishment No.: (enclosed with a copy)

- Place of establishment:

- Head office:

- Telephone:               Fax:     Website:   

- Operational duration (if any):

(Enclosed with the legal consultancy contract between the fund management company and the Legal Consultancy Company)

VIII. THE ESTABLISHMENT PROCESS OF SECURITIES INVESTMENT COMPANY

Clearly state process from being granted certificate of the public offer of securities untill being granted certificate of registration for the establishment and operation of the securities investment company, include the following contents:

* Results of capital mobilization:

● Name of securities investment company:

● Operational duration (if any):

● Par value:

● Issuance price:

● Charge for issuance at the first time:

● Total quantity of stocks distributed actually:

● Total actually mobilized value (except for charges involving the issuance):

● Issue date:

● Date of ending issuance:

(Report on issuance result that have been confirmed by Custodian Bank and submitted to the State Securities Commission)

XV. INFORMATIONS ABOUT SECURITIES INVESTMENT COMPANY  

1. General information about the securities investment company

1.1 Name and contact address of securities investment company

1.2 The issuance registration

1.3 The establishment and operation permit of securities investment company

1.4 Operational duration (if any)

2. Information about founding shareholders and the Management Board of Securities Investment Company

2.1. Information about founding shareholders of the Company (structure of owned shares)

2.2. Introduction about the Management Board of Company (brief information of members)

● Structure of the Management Board

● Brief information about members in the Management Board (full names, positions, working experiences, etc).

3. Charter of the securities investment company.

Summary of charter of the securities investment company with the following key information:

3.1. General provisions

3.2. Provisions on objectives, policies and limitations

- Investment objectives

- Investment strategies

- Assets permitted to be invested

- Investment structure

- Investment limitations

- Loaning and lending activities, purchase transactions, depository transactions

- Method of selecting investment;

- Principles, method of determining net asset value

3.3. Rights and obligations of shareholders

- Shareholders

- Rights and obligations of shareholders

- Register of shareholders

- Voting right of shareholders

- Cases of consolidation, merger, liquidation and dissolution of securities investment company and rights of shareholders in cases of liquidation and dissolution of securities investment company.

3.4. Information about charge levels that the securities investment company must pay

- Management charge

- Custodian charge

- Other charges in conformity with regulation of law

- Kinds of charges, expenses that are accounted in the investment company.

3.5. Profit division and tax policy

- Method of defining and distributiing profits of the securities investment company;

- Tax policy: Taxes applied to securities investment company, income tax applied to shareholders (payment form: being deducted at source or being paid by shareholders)

3.6. Shareholder General Assembly

- Annual and extraordinary Shareholder General Assembly

- Rights and duties of the Shareholder General Assembly;

- Mode of conducting the Shareholder General Assembly;

- Resolutions of the Shareholder General Assembly.

3.7. The Management Board

- Organization of the Management Board;

- Criteria for selecting members of the Management Board;

- Rights and duties of the Management Board;

- Chairman of the Management Board;

3.8. Criteria for selection of, and rights and responsibilities of the Fund Management Company

- Criteria for selection of the Fund Management Company;

- Responsibilities and rights of the Fund Management Company;

- Terminating rights and obligations of the Fund Management Company;

- Operational limitations of the Fund Management Company.

3.9. Criteria for selection of, and rights and responsibilities of the Custodian Bank

- Criteria for selection of the Custodian Bank;

- Responsibilities and rights of the Custodian Bank;

- Terminating rights and obligations of the Custodian Bank.

3.10. Auditing, accounting and reporting regime

4. Risks when investing in the securities investment company:  Clarify how the process controlling investment risks of company 

4.1. Market risks

4.2. Interest risks

4.3. Inflation risks

4.4. Lack of solvency risks

4.5. Legal risks

4.6. Credit risks

4.7. Conflict of interest risks

4.8. Risks for specific investment products (depend on kind of assets that the company expected for investment)

4.9. Separate risks:

4.10. Other risks

5. Other investment information

X. OPERATIONAL STATUS OF THE SECURITIES INVESTMENT COMPANY

1. Financial statement (udated annually): Information about investment operation status of the Financial Investment Company in 02 last years

2. Charges, fees and operational bonuses

2.1. Charge for issuance at the first time:

2.2. Management charge

2.3. Custodian charge, depository charge

2.4. Other charges and fees (audit, tax advisory, evaluation charges, so on)

2.5. Other information

3. Activity ratios

4. Method of calculating income and plan for profit distribution of the securities investment company

Clarify methods to calculate income items of securities investment company; plan and method for profit distribution of the securities investment company to shareholders.

5. The tentative operational result of the securities investment company

The Prospectus may provide forecasts or predictions about general economic and securities market conditions, and about economic developmental trends, etc. but it must clearly state that these forecasts and predictions do not imply any guarantee of the operational results in the future of the securities investment company.  The Prospectus must specify the grounds for any such forecasts.

6. Time and place providing the operational reports of the securities investment company

XI. CONFLICTS OF BENEFITS

(Stating principles in solving the conflicts of benefits that are able to happen)

XII. PROVIDING INFORMATION TO SHAREHOLDERS (REPORTING REGIME, …)

Specify the obligations of the Fund Management Company and of the Custodian Bank to provide prospectus, financial statements and operational reports on a monthly, quarterly and annual basis to shareholders of the securities investment company.

XII. THE STOCK LISTING OF THE SECURITIES INVESTMENT COMPANY  

General information about the stock listing:    

1. Name of securities:

2. Types of securities:

3. Par value:

4. Total the listed securities:

5. Methods of price calculation:

6. Quantity of stocks limited transfer as prescribed by law or the listing organization

7. Information about commitments that have not yet been implemented by organization registering for listing

8. Limitation on the holding ratio applicable to foreigners

9. Relevant kinds of taxes (income tax and other taxes relating to listed securities)

10. Other information.

XIV. CONTACT ADDRESS FOR ANSWERING QUESTIONS FROM SHAREHOLDERS

Provide in detail the contact address and telephone number for shareholders to contact the Fund Management Company if they have questions relating to the securities investment company which need to be answered.

XV. COMMITMENTS

The Securities Investment Company, Advisory Company, Fund Management Company, Custodian Bank (and other relevant organizations) undertake that the information in, and documents attached to this Prospectus are sufficient and accurate and undertake to comply with regulation of law on securities and securities market and relevant current regulations.

XVI. ENCLOSED APPENDICES

1. Charter of the company already approved by Shareholder General Assembly according to the Model Charter

2. Other appendices stated in the Prospectus (Financial statement, custodian contract, so on)

3. Introduction about legal documents related to stocks of the securities investment company

4. Address providing the prospectus