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VIETNAM SECURITIES DEPOSITORY -------	SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ------------
No.: 109/QD-VSD	Hanoi, August 20, 2021

DECISION

PROMULGATING REGULATIONS ON PERFORMANCE OF CORPORATE ACTIONS FOR HOLDERS OF SECURITIES AT VIETNAM SECURITIES DEPOSITORY

CHIEF EXECUTIVE OFFICER OF VIETNAM SECURITIES DEPOSITORY (“VSD”)

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market;

Pursuant to the Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 providing for issuance, registration, listing and trading of government debt instruments in securities market;

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Pursuant to the Government's Decree No. 165/2018/ND-CP dated December 24, 2018 on e-transactions in financial operations;

Pursuant to the Decision No.171/2008/QD-TTg dated December 18, 2008 of the Prime Minister on the establishment of Vietnam Securities Depository;

Pursuant to the Decision No. 2396/QD-BTC dated November 21, 2017 of the Minister of Finance promulgating the Charter on organization and operation of Vietnam Securities Depository;

Pursuant to the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidelines for registration, depository, clearing and settlement of securities transactions;

Pursuant to the Circular No. 30/2019/TT-BTC dated May 28, 2019 of the Minister of Finance providing guidance on registration, depositing, listing, trading and settlement of government debt instruments, government-guaranteed bonds issued by banks for social policies and municipal bonds;

Pursuant to the Circular No. 111/2018/TT-BTC dated November 15, 2018 of the Minister of Finance providing guidelines for issuance and settlement of government debt instruments in domestic market;

Pursuant to the Circular No. 110/2018/TT-BTC dated November 15, 2018 of the Minister of Finance providing guidance on repurchase and swap of government debt instruments, government-guaranteed bonds and municipal bonds in domestic market;

Pursuant to the Circular No. 81/2020/TT-BTC dated September 15, 2020 providing amendments to the Circular No. 110/2018/TT-BTC dated November 15, 2018 of Ministry of Finance providing guidance on repurchase and swap of government debt instruments, government-guaranteed bonds and municipal bonds in domestic market and Circular No. 342/2016/TT-BTC dated December 30, 2016 of Ministry of Finance elaborating Government's Decree No. 163/2016/ND-CP dated December 21, 2016 providing guidelines for law on state budget;

Pursuant to the Circular No. 122/2020/TT-BTC dated December 31, 2020 of the Ministry of Finance providing guidance on information disclosure and reporting prescribed in the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 on private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market;

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Pursuant to the Official Dispatch No. 4527/UBCK-PTTT dated August 13, 2021 of the State Securities Commission of Vietnam (“SSC”) giving approval for promulgation of regulations on professional operations of Vietnam Securities Depository;

At the request of the Head of Securities Registration Division,

HEREBY DECIDES:

Article 1. “Regulations on performance of corporate actions for holders of securities at Vietnam Securities Depository” is enclosed with this Decision.

Article 2. This Decision comes into force from the day on which it is signed and supersedes the Decision No. 02/QD-VSD dated January 02, 2020 of the Chief Executive Officer of Vietnam Securities Depository promulgating “Regulations on performance of corporate actions for holders of securities”.

Article 3. Director of VSD’s Ho Chi Minh City Branch, Head of Administration Division, Head of Securities Registration Division, Chief of Office of the Board of Directors, heads of other divisions of VSD, and relevant individuals shall implement this Decision./.

CHIEF EXECUTIVE OFFICER

Duong Van Thanh

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REGULATIONS

ON PERFORMANCE OF CORPORATE ACTIONS FOR HOLDERS OF SECURITIES AT VIETNAM SECURITIES DEPOSITORY
(Enclosed with Decision No. 109/QD-VSD dated August 20, 2021 of the Chief Executive Officer of Vietnam Securities Depository)

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This document provides guidelines for procedures for cooperation in performing corporate actions for securities holders between Vietnam Securities Depository (“VSD”), issuers and depository members (DMs) and direct account holders, including:

- Get written opinions from shareholders/investors/owners of corporate bonds and attend General Meetings of Shareholders/General Meetings of Investors of securities investment funds (hereinafter referred to as “General Meetings of Investors”)/meetings of corporate bondholders;

- Make payment of principal and interest of corporate bonds, debt instruments and dividends/profits in cash;

- Pay stock dividends, pay fund certificate profits, and issue shares to raise share capital from the owner's equity;

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- Convert convertible bonds;

- Carry out stock/bond swap; swap and repurchase debt instruments;

- Make payment for shareholders or holders of fund certificates upon enterprise dissolution or close of fund;

- Partially refund contributed capital to existing shareholders to reduce charter capital;

- Issuers use treasury stocks to pay bonuses to their existing shareholders;

- Repurchase shares from existing shareholders/repurchase corporate bonds before maturity;

- Exercise other rights as prescribed by law.

Article 2. Definitions

For the purposes of this document, these terms are construed as follows:

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2. Debt instruments: government bonds, treasury bills, national development bonds, government-backed bonds issued by policy banks, and municipal bonds issued in accordance with regulations of law on management of public debts.

3. Digital signature: a form of electronic signature that complies with regulations of law on e-transactions and is used by an authorized person of VSD or DM, direct account holder, or issuer to authenticate their provided data.

4. Electronic document: any information about operations at VSD which is created, sent, received and stored by electronic means as prescribed by regulations of law on e-transactions in financial operations, through terminal-based gateway or ISO-based gateway or internet on web-based interface of VSD, and authenticated by the digital signature of an authorized person of VSD, DM, direct account holder or issuer. Electronic documents in this document include:

Electronic documents/reports and electronic transactions: reports, documents and transactions created and executed on VSD's system through VSD's terminal-based gateway;

Operational message (MT message) and FileAct: data files which contain operational information based on ISO 15022 standard and will be exchanged through VSD’s ISO-based gateway. Data files which contain information about performance of corporation actions by issuers shall be sent through the internet on web-based interface.

5. VSD's terminal-based gateway connected to DMs and direct account holders: an application software environment that enables DMs, direct account holders and VSD to exchange operational information in the form of electronic documents, electronic reports, electronic transactions indirectly through servers located at the headquarters or branches of DMs or direct account holders for which VSD’s software has been installed.

6. terminal-based gateway connected to issuers: an application environment that enables issuers and VSD to exchange operational information in the form of electronic documents/reports and electronic transactions through the internet on web-based interface.

7. ISO-based gateway: an application software environment that enables DMs, direct account holders and VSD to exchange operational information in the form of MT message or FileAct directly between operational systems of DMs, direct account holders and VSD’s system.

8. valid copy: a copy that is extracted from the master register or authenticated by a competent authority or organization in accordance with regulations of law.

Article 3. Corporate action processing

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2. Based on the execution rate announced by issuers, VSD shall calculate and allocate rights to both holders of deposited securities and holders of non-deposited securities.

3. Holders of non-deposited securities shall receive rights and interests directly at issuers or their authorized organizations. If an issuer authorizes VSD to exercise rights for its holders of non-deposited securities, the exercise of rights shall be subject to written agreements or service contracts signed by and between VSD and that issuer.

4. Holders of deposited securities shall receive rights and interests through VSD and at DMs where they open depository accounts.

5. Exercise of rights to payment of interest and principal, swap and repurchase debt instruments traded on Hanoi Stock Exchange (HNX) shall be subject to written agreements between the issuer and VSD and the provisions of this document.

6. Corporate actions for organizations that directly open accounts at VSD shall be performed according to written agreements between VSD and such organizations and the provisions of this document.

7. VSD shall assume no responsibility for losses incurred by securities holders and other relevant persons in case issuers, DMs or their clients, or direct account holders fail to comply with regulations of law and the provisions of this document.

Article 4. Processing of corporate action dossiers

1. VSD shall exercise rights for securities holders based on the originals, faxed copies, electronic documents and data files (in the format prescribed by VSD) of relevant corporate action dossiers of issuers, DMs, direct account holders and securities holders. Relevant parties shall assume responsibility to clarify contents of the corporate action dossiers at the request of VSD.

2. A corporate action dossier must include all necessary records as prescribed. VSD shall process corporate action dossiers which are delivered and received directly between issuers, DMs, or direct account holders and VSD based on the date of receipt specified on VSD’s document receipt book. If a corporate action dossier is sent by post, it shall be processed by VSD based on the receipt date on the incoming document stamp. Where a dossier is sent in the form of electronic documents via VSD’s VSD's terminal-based gateway/ISO-based gateway/internet on web-based interface, VSD shall process the received dossier based on the receipt time of such electronic documents.

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a. The SWIFT message must include adequate information on the prescribed form for each specific operation specified in this document;

b. DM shall translate and confirm the authentication of SWIFT messages.

In case a foreign institutional investor does not use a seal, the DM shall, based on its KYC (Know Your Client) information, provide VSD with a document clearly stating that foreign institutional investor’s failure to have a seal and confirming that the signature on corporate action dossier is the one registered with the DM of an authorized person of that foreign institutional investor.

4. VSD is entitled to refuse an issuer's notice of corporate actions if that notice is found inconsistent with regulations of law or adversely affects interests of securities holders or it is not sent to VSD by the prescribed deadline.

5. Within 01 business day from the receipt of adequate and valid corporation action dossier, (unless an extraordinary General Meeting of Shareholders is convened by a competent shareholder or group of shareholders on behalf of the company in accordance with regulations of the Law on enterprises, this time limit shall be 03 business days), VSD shall consider and process the received dossier in accordance with the provisions of Chapter II and Chapter III of this document. VSD shall request relevant issuers, shareholders or groups of shareholders, DMs and direct account holders in writing to modify their dossiers, if any mistakes are found.

6. Lists and information relating to corporate actions in electronic form as prescribed herein which are sent and received between VSD and DMs or direct account holders are elaborated in Appendix 01 enclosed herewith. Operations between VSD and an issuer using documents sent and received through VSD's terminal-based gateway shall be performed according to written agreements between the issuer and VSD. Where necessary, VSD or DMs, direct account holders, issuers may convert electronic documents included in corporate action dossiers into hard copies in accordance with regulations of law on e-transactions in financial operations and their guiding documents.

VSD’s hard copies converted from electronic documents shall bear the following seal:

VIETNAM SECURITIES DEPOSITORY

DOCUMENT CONVERTED FROM AN ELECTRONIC DOCUMENT

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Signature:

Time of conversion:

7. If an issuer, DM or direct account holder cannot send or receive lists and information relating to corporate actions in the form of electronic documents as prescribed herein because they have not completed the connection to VSD's terminal-based gateway/ISO-based gateway/internet on web-based interface or where the connection has been disrupted, such lists and information shall be sent and received via the email attached with a digital signature specified in VSD’s notice of record date and request for confirmation of list of securities holders, and the email of that issuer, DM or direct account holder which has been registered with VSD.

Article 5. Responsibilities of issuers

Each issuer shall:

1. Send the notice of corporate actions to VSD within the time limit prescribed in regulations of law in force on information disclosure and in this document.

2. Assume legal responsibility for the accuracy, truthfulness, adequacy and validity of information provided in the notice and other documents included in corporate action dossiers sent to VSD.

3. Bear responsibility to clarify contents of the corporate action dossiers at the request of VSD.

4. Send a written notice, if there is any changes/addition of information to in the sent notice (except changes in the execution rate and the record date), to VSD at least 05 business days before the execution date. Such notice must also include reasons for such changes/addition of information. If the issuer wishes to cancel its notice of corporate actions sent to VSD, it must provide VSD with written reasons for such cancellation.

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6. Assume responsibility for sources of funding used for paying dividends/profits in cash, and ensure full payment of such dividends/profits in accordance with regulations of law. The payment of dividends/profits shall be made according to the payment rate approved by the General Meeting of Shareholders/General Meeting of Investors convened by the fund management company and in consistent with provisions of the Law on enterprises. In case of payment of advance dividends, the issuer’s Board of Directors shall itself balance sources of funding to make payment according to the planned payment rate approved by the General Meeting of Shareholders.

7. Transfer money for paying dividends, profits, interests and principals of corporate bonds and debt instruments within the time limits prescribed in Chapter II and Chapter III of this document. If the issuer fails to transfer money by the prescribed deadline or changes the payment date, it must inform VSD in writing of such late transfer/change of payment date at least 01 business day before the payment date and shall take responsibility for any losses or disputes caused by its late transfer of money or change of payment date.

8. Make payment of service fees to VSD in accordance with regulations of the Ministry of Finance.

Article 6. Responsibilities of DMs and direct account holders

1. Adequately, punctually and accurately inform investors that open depository accounts at DMs of the notice of the record date for corporate actions and deposited securities related to the performance of corporate actions.

2. Check and compare information about holders of deposited securities managed by DMs or direct account holders with the list of holders of deposited securities provided by VSD during the performance of corporate actions.

3. Give confirmation of list of holders of deposited securities in the form of electronic document to VSD within the time limits prescribed in Chapter II and Chapter III of this document. If a DM or direct account holder fails to give confirmation or gives a confirmation after the prescribed deadline, the list of securities holders provided by VSD shall be deemed accurate and to have been confirmed by that DM or direct account holder. In this case, the DM or direct account holder shall be responsible for any arising disputes or losses suffered by securities holders.

4. Bear responsibility to clarify contents of documents provided for VSD at the request of VSD.

5. Comply with procedures and time limits for performing corporate actions as provided for in Chapter II and Chapter III of this document. Any violation shall be handled according to Regulations on membership of VSD (if the violation is committed by a DM) or the contract signed between VSD and direct account holder (if the violation is committed by a direct account holder).

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EXERCISE OF RIGHTS FOR HOLDERS OF DEBT INSTRUMENTS

Article 7. Payment of debt instrument principal and interest

1. At least 06 business days before the record date, VSD shall send the Notice of record date (which is made using Form 01/THQ) to DMs, direct account holders, relevant Stock Exchanges (“SE”) and issuers, and publish it on its website.

2. Within 01 business day after the record date, VSD shall send the List of holders of deposited debt instruments receiving interest and principal payment (which is made using Form 02A/THQ) in the form of electronic document to the relevant DMs and direct account holders.

3. DMs and direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with written confirmation (using Form 03/THQ) in the form of electronic document by 10:30 AM of the second business day after the record date.

If a DM or direct account holder disagrees with any information on the list of deposited securities holders, it must provide VSD with a document stating false information or discrepancies and cooperate with VSD in modifying information. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

4. Within 02 business days after the record date, VSD shall provide the relevant issuer with the following documents:

a. The written request for payment of debt instrument interest and principal (using Form 04/THQ).

b. The list of securities holders receiving payment of debt instrument interest and principal (using Form 05A/THQ).

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6. On the payment date, VSD shall transfer money to deposit accounts of relevant DMs and direct account holders (unless the issuer fails to fulfill its obligation as specified in Clause 5 of this Article). Within the same day when receiving money from VSD, the relevant DMs shall allocate money to holders of deposited debt instrument whose names appear on the List of securities holders receiving payment of debt instrument interest and principal.

7. In case of payment of debt instrument interest and principal at maturity, for those debt instruments deposited to serve open market operations at the State Bank of Vietnam (“SBV”), VSD shall pay debt instrument interest and principal to holders upon receipt of confirmation from the SBV’s Operations Center that the holder has fulfilled obligations with the SBV or at the request of the SBV’s Operations Center according to agreements between VSD and the SBV’s Operations Center.

Article 8. Swap and repurchase of debt instruments

VSD shall exercise the rights to swap or repurchase debt instruments in cases of swap or repurchase of debt instruments prescribed in the Circular No. 110/2018/TT-BTC dated November 15, 2018 of the Minister of Finance (hereinafter referred to as “Circular No. 110/2018/TT-BTC”) and the Circular No. 81/2020/TT-BTC dated September 15, 2020 providing amendments to the Circular No. 110/2018/TT-BTC dated November 15, 2018 of Ministry of Finance.

1. Swap and repurchase of debt instrument by negotiation

a. At least 05 business days before the date of the debt instrument swap/repurchase, the issuer shall send a written notice to VSD of the information related to the debt instrument swap/repurchase. Such notice shall be made according to Clause 1 Article 14 of the Circular No. 110/2018/TT-BTC (in case of swap) and Clause 1 Article 7 of the Circular No. 110/2018/TT-BTC (in case of repurchase). Within 01 business day from the date of receipt of the issuer’s notice, VSD shall publish information about the issuer’s notice of debt instrument swap/repurchase on VSD’s website.

b. Blockade of debt instruments to be swapped/repurchased

- After the deadline for submission of application for debt instrument repurchase/swap, VSD shall blockade outstanding debt instruments to be swapped/repurchased on depository accounts of debt instrument holders at the request of the issuer.

- Within 01 business day from the receipt of the issuer’s request, VSD shall blockade debt instruments to be swapped/repurchased and send written confirmation of the blockade to the issuer (using Form 06A/THQ) and to relevant DMs where investors' debt instruments are deposited (using form 06B/THQ) so that DMs perform corresponding blockade of debt instruments.

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The issuer shall send a written notice of swap/repurchase results to VSD. Such notice shall be made according to the Circular No. 110/2018/TT-BTC .

d. In case of unsuccessful swap/repurchase

- The issuer shall send a written request to VSD for termination of blockade of debt instruments to be swapped/repurchased on depository accounts of debt instrument holders.

- Within 01 business day from the receipt of the issuer’s request, VSD shall release the debt instruments which have been blockaded to serve the swap/repurchase, and send written confirmation of such release to the issuer and relevant DMs where investors' debt instruments are deposited to perform corresponding release (using form 06C/THQ).

2. Swap/repurchase of debt instruments through bidding

a. Upon the completion of the bidding session for swap/repurchase, the SE shall send a notice of bidding results to VSD. Such notice shall be made according to the Circular No. 110/2018/TT-BTC.

b. Blockade of debt instruments to be swapped/repurchased

Within 01 business day from the receipt of the SE’s notice of bidding results, VSD shall blockade debt instruments to be swapped/repurchased and send written confirmation of the blockade to the issuer (using Form 06A/THQ) and to relevant DMs where investors' debt instruments are deposited (using form 06B/THQ) so that DMs perform corresponding blockade of debt instruments.

3. Payment for repurchased debt instruments

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b. On the repurchase date, VSD shall transfer money to debt instrument holders on the list of debt instrument holders provided by the issuer. VSD shall inform the SE of completion of payment to carry out delisting procedures.

4. VSD shall carry out procedures for registration and depositing of purchased debt instruments and deregistration or withdrawal of sold debt instruments. Procedures for registration/deregistration and depositing/withdrawal of purchased/sold debt instruments shall comply with regulations on registration and transfer of ownership of securities and regulations on securities depositing issued by VSD’s Chief Executive Officer.

Chapter III

EXERCISE OF RIGHTS FOR HOLDERS OF SHARES, CORPORATE BONDS AND FUND CERTIFICATES

Article 9. Notice of corporate actions

1. General provisions

1.1. The issuer shall send the notice of corporate actions which must contain adequate and valid documents as prescribed in Clause 2 of this Article to VSD at least 08 business days before the record date (unless an extraordinary General Meeting of Shareholders is convened by a competent shareholder or group of shareholders on behalf of the company in accordance with regulations of the Law on enterprises, this time limit shall be 10 business days). Such notice shall, inter alia, include the following information:

- Information about the record date

(The record date is a business day which is chosen by the issuer or VSD with the issuer's authorization to prepare the list of securities holders qualified to exercise rights according to the notice of issuer or VSD and regulations of law).

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(The payment date is a business day which is chosen by the issuer to pay dividends or profits/corporate bond interest and principal to securities holders)

- Purposes of the list of securities holders

- Information on the corporate action (execution rate, date and place, etc.).

1.2. In case of cash payment to shareholders upon the enterprise dissolution or cash payment to fund certificate holders upon the close of the fund, in addition to the provisions of Point 1.1 of this Article, the enterprise to be dissolved or the fund management company shall provide a written commitment to fully pay debts, outstanding insurance premiums, taxes, fees and expenses arising from the enterprise dissolution or close of fund and assume legal responsibility for any claims arising from failure to make the said payments as prescribed.

2. Notice of corporate actions:

The issuer shall send a notice of corporate action to VSD. Such notice includes the following documents:

2.1. The notice of the record date (Form 07/THQ)

2.2. Copies of documents proving that information on the record date for performance of corporate action has been published to existing shareholders at least 10 days before the record date (unless the right to attend the General Meeting of Shareholders is performed for existing shareholders, this time limit shall be 20 business days) (applicable to the issuer that is a public company)/Issuer’s certificate of non-public company (applicable to the issuer that is an equitized enterprise other than a public company).

2.3. Documents attached to the notice, including:

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- Documents relating to the agenda of the General Meeting of Shareholders/General Meeting of Investors/meeting of corporate bondholders and issues requiring written opinions of shareholders/investors/corporate bondholders (hard copies and soft copies) (if available).

- In case of an extraordinary General Meeting of Shareholders convened by the Board of Directors/collection of written opinions from shareholders: The resolution of the Board of Directors approving the convention of the extraordinary General Meeting of Shareholders/collection of written opinions from shareholders.

- In case of convention of meeting of bondholders and collection of written opinions from bondholders: The Resolution of the Board of Directors/Decision of the Board of Members approving the convention of meeting of bondholders/collection of written opinions from bondholders;

- In case of convention of an extraordinary General Meeting of Investors by the fund management company or the fund’s representative board/supervisory bank or at the request of an investor or group of investors:

+ The copy of the Resolution of the fund’s representative board/copy of the document made by the supervisory bank/investor or group of investors requesting such extraordinary General Meeting of Investors.

+ Documents proving that the investor or group of investors owns at least 5% of total outstanding fund certificates or a smaller ratio prescribed by the fund’s charter (in case the extraordinary General Meeting of Investors is convened at the request of an investor or group of investors).

- In case of an extraordinary General Meeting of Shareholders convened by the Board of Controllers:

+ The written notice of the Board of Controllers sent to VSD notifying its convention of the extraordinary General Meeting of Shareholders on behalf of the Board of Directors, which must be enclosed with documents proving that the Board of Directors fails to comply with the Law on Enterprises and the company’s charter regarding the convention of extraordinary General Meeting of Shareholders;

+ The minutes of meeting of the Board of Controller on approval for convention of the extraordinary General Meeting of Shareholders on behalf of the Board of Directors.

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+ The written notice which is made according to Clause 4 Article 115 of the 2020 Law on Enterprises by the shareholder or group of shareholders to VSD notifying its convention of the extraordinary General Meeting of Shareholders on behalf of the Board of Directors/Board of Controllers, and enclosed with documents proving that the Board of Directors/Board of Controllers fails to comply with the Law on Enterprises and company’s charter regarding convention of extraordinary General Meeting of Shareholders;

+ Documents/evidences proving that the Board of Directors seriously violates the shareholders’ rights, obligations of managers/executives or issues decisions beyond their assigned power/in other cases as prescribed in the company’s charter.

+ Documents proving that the shareholder or group of shareholders holds at least 05% of total ordinary shares or a smaller ratio specified in the company's charter.

- If a document is prepared and signed by the shareholder that is an individual/organization and does not have a valid seal, it must be supported by a valid copy certifying signature of that individual/organization’s representative and bearing certification of a competent authority.

b. For paying dividends/profits in cash; paying of corporate bond interest and principal:

- In case of annual payment of dividends/profits:

+ The resolution of the General Meeting of Shareholders/General Meeting of Investors giving approval for the payment rate of cash dividends/profits.

- In case of payment of advance dividends/profits:

+ The resolution of the General Meeting of Shareholders/General Meeting of Investors giving approval for the dividend payment plan;

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- In case of payment of corporate bond interest and principal:

+ The notice of interest rate of the bond applied in the interest/principal payment period sent to the superior authority;

+ The issuer’s disclosure of information about interest rate applied in the bond interest/principal payment period, enclosed with notices of interest rates provided by relevant banks;

+ The notice, sent by the bondholders’ representative to the issuer, of interest rate applied in the bond interest/principal payment period, enclosed with notices of interest rates provided by relevant banks (in case the issuer has entered into a bondholder representation contract with a securities company).

c. For paying stock dividends, fund certificate profits, and issuing shares to raise share capital from the owner's equity:

- The Resolution of the General Meeting of Shareholders/General Meeting of Investors giving approval for the plan for bonus issue /issuance of additional fund certificates for paying profits/issuance of additional shares for raising share capital from the owner’s equity and the plan for handling of fractional shares/fund certificates;

- Copies of documents proving that SSC has received adequate documents concerning the bonus issue/issuance of additional fund certificates for paying profits/issuance of additional shares for raising share capital from the owner’s equity (in case the issuer is a public company);

- The issuer’s document certifying that it is not a public company and issues additional shares to its existing shareholders in accordance with regulations of the Law on enterprises (in case the issuer is an equitized enterprise that is not a public company).

d. For offering of shares/fund certificates/corporate bonds/convertible bonds by performing rights issue for existing shareholders/investors:

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- The copy of the certificate of public offering issued by SSC (in case of public offering of shares of a public company/public offering of fund certificates/issuer’s public offering of bonds);

- The copy of the prospectus approved by SSC (in case of public offering of shares of a public company/public offering of fund certificates/issuer’s public offering of bonds);

- The issuer’s document certifying that it is not a public company and offers shares to its existing shareholders in accordance with regulations of the Law on enterprises (in case the issuer is an equitized enterprise that is not a public company).

dd. For converting convertible bonds:

- The resolution of the General Meeting of Shareholders/decision of the Board of Members giving approval for the plan for issuance of convertible bonds which must be enclosed with supporting documents; reports on convertible bond issuance results;

- The resolution of the General Meeting of Shareholders/resolution of the Board of Directors/decision of the Board of Members giving approval for conversion of convertible bonds, enclosed with the plan for issuance of additional shares for conversion purpose (if any).

e. For stock swap:

- The resolution of General Meeting of Shareholders of the target company and that of the acquiring company (that is an operating company) giving approval for the plans for stock swap, rounding, handling of fractional shares which are not swapped, etc.;

- The decision on delisting/written notice of cancellation of trading registration issued by the SE (in case the shares to be swapped have been listed/registered for trading);

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g. For repurchasing corporate bonds before maturity

- The Resolution of the General Meeting of Shareholders/Decision of the Board of Directors/Decision of the Board of Members/enterprise’s owner giving approval for the bond repurchase plan (which must be approved by the competent authority that has given approval for the plan for issuance of corporate bonds);

- The plan for repurchase of corporate bonds and information about the securities company that is assigned to act as an agent in charge of repurchasing corporate bonds (if any);

- The company’s charter (if it specifies the authority competent to approve the issuance plan);

- The bondholder representation contract which includes specific provisions on repurchase of corporate bonds before maturity (if any);

- Copies of information disclosure documents as prescribed (if any).

h. For making cash payment to shareholders upon enterprise dissolution

- The resolution of the General Meeting of Shareholders on approval for the dissolution decision, dissolution plan, which must include contents as prescribed by the Law on Enterprises and clearly specify the amounts paid to shareholders and payment dates (in case of multiple payments);

- The written commitment to have fully paid outstanding taxes, fees and social insurance premiums, and to provide adequate benefits to employees;

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- The copy of the decision on delisting/ written notice of cancellation of trading registration issued by the SE (in case securities have been listed/registered for trading);

- The copy of the SSC’s decision on approval for a joint-stock company’s following of dissolution procedures as prescribed in the Law on Enterprises and the Law on Securities (if a securities company is dissolved);

i. For making cash payment to fund certificate holders upon close of a fund:

- The resolution of General Meeting of Investors giving approval for the fund close and the plan for handling of assets and payment to fund certificate holders;

- The copy of the decision on delisting/written notice of cancellation of trading registration issued by the SE (in case securities have been listed/registered for trading).

k. For partially refunding contributed capital to existing shareholders to reduce charter capital:

- The Resolution of the General Meeting of Shareholders giving approval for the issuer’s partial refund of contributed capital to shareholders according to their holdings to reduce charter capital, in which the capital refund plan must be specified;

- Legal documents relating to the issuer’s capital reduction (the enterprise registration certificate issued by the Provincial Department of Planning and Investment, certificate of capital reduction issued by a competent authority);

- The copy of the SSC’s notice of receipt of the issuer’s report on partial refund of contributed capital to existing shareholders for capital reduction (in case the issuer is a public company);

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- The SE’s notice of suspension of trading of related securities due to the issuer’s partial refund of contributed capital for capital reduction (if the issuer’s securities have been listed/registered for trading on the SE);

- Documents proving the issuer’s capacity to pay all debts and other liabilities after completing refund of capital to shareholders.

l. For purchasing shares from existing shareholders:

- The plan for repurchase of shares and information relating to the securities company that is assigned as an agent to take charge of repurchasing shares (if any);

- The resolution of the General Meeting of Shareholders/resolution of the Board of Directors giving approval for the plan for repurchase of shares from existing shareholders;

- The copy of the SSC’s notice of receipt of adequate documents concerning the share repurchase (in case of share repurchase by a public company);

- The issuer’s document certifying that it is not a public company and repurchases shares from its existing shareholders in accordance with regulations of the Law on enterprises (in case the issuer is an equitized enterprise that is not a public company).

m. In case the issuer that is a public company uses treasury stocks (purchased before the effective date of the Law on Securities No. 54/2019/QH14) for paying bonuses to its existing shareholders:

- The Resolution of the General Meeting of Shareholders/Resolution of Board of Directors giving approval for the issuer’s plan for payment of bonuses with treasury stocks to existing shareholders;

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- Copies proving that treasury stocks used for paying bonuses to existing shareholders have been purchased before the effective date of the Law on Securities No. 54/2019/QH14;

- Copies of information disclosure documents as prescribed.

3. Within 01 business day from the receipt of adequate and valid notice of corporate action from the issuer (unless an extraordinary General Meeting of Shareholders is convened by a competent shareholder or group of shareholders on behalf of the company in accordance with regulations of the Law on enterprises, this time limit shall be 03 business days), VSD shall prepare and send the notice of the record date and request for confirmation of securities holders (using Form 01/THQ) to DMs, direct account holders and relevant SEs, and also publish information on its website.

4. DMs shall fully and exactly inform the record date to relevant securities holders whose depository accounts are opened at such DMs within 03 business days from the date specified in VSD’s notice.

Article 10. Rights to attend General Meeting of Shareholders/General Meeting of Investors/meeting of corporate bondholders and get written opinions from shareholders/investors/corporate bondholders

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders entitled to voting right (Form 08/THQ) in the form of electronic document to DMs, direct account holders.

2. DMs, direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with confirmation (Form 03/THQ) in the form of electronic document by 10:30 AM of the second business day after the record date. If an DM or direct account holder does not accept the list due to any false information or discrepancies in figures found, they must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders granted voting right (using Form 09/THQ).

4. If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD within 08 business days from the record date.

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Article 11. Right to receive cash dividends/profits and corporate bond interest/principal

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving cash dividends/profits (Form 10/THQ)/List of deposited securities holders receiving payments of corporate bond interest/principal (Form 02B/THQ) in the form of electronic document to DMs and direct account holders.

3. Within 02 business day after the record date, VSD shall provide issuers with the List of deposited securities holders receiving cash dividends/profits (Form 11/THQ)/List of deposited securities holders receiving payments of bond interest/principal (Form 05B/THQ) in the form of electronic document.

4. The issuer shall send a Notice of confirmation of the list of securities holders (Form 12/THQ) to VSD within 08 business days from the record date but at least 02 business days before the payment date. If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. At least 02 business days before the payment date, the relevant issuer must fully transfer total amounts used for making payments to securities holders to the deposit account notified by VSD. If the issuer fails to transfer money by the prescribed deadline or changes the payment date, at least 01 business day before the payment date, it shall send a notice indicating reasons for such late transfer/change of payment date to VSD and shall assume the full responsibility for its late transfer of money or change of payment date. Based on the issuer’s notice or in case VSD receives no notice from the issuer, VSD shall inform relevant DMs and direct account holders.

6. VSD shall transfer money for making payments of dividends/profits/bond interest/principal to deposited securities holders to accounts of relevant DMs/direct account holders within the business day before the payment date (unless the issuer fails to fulfill its obligations as specified in Clause 5 of this Article). DMs shall transfer money to deposited securities holders within the payment date.

7. The issuer shall directly make cash payments to holders of non-deposited securities.

Article 12. Rights issue

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2. DMs/direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with confirmation (Form 03/THQ) in the form of electronic document by 10:30 AM of the second business day after the record date. If an DM or direct account holder does not accept the list due to any false information or discrepancies in figures found, they must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders granted rights issue (using Form 14/THQ).

4. The issuer shall send a Notice of confirmation of the list of securities holders (Form 15/THQ) to VSD within 08 business days from the record date but at least 02 business days before the date of grant of the rights issue. If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. At least 02 business days before the date of grant of the rights issue, DMS shall send notice of rights issue to deposited securities holders (Form 17/THQ). Issuers shall send notice of rights issue directly to holders of non-deposited securities.

6. Transfer of rights to buy deposited securities

a. The transfer of the rights to buy securities to deposited securities holders shall be made through DMs where the transferor’s depository account is opened. The DM where the transferor’s depository account is opened shall check the accuracy of information relating to the transfer of rights to buy securities between the parties. The transferee is required to open a depository account at a DM if it does not have any depository account;

b. VSD shall confirm the transfer of rights to buy deposited securities between clients;

c. Within 01 business day from the receipt of the client’s request for transfer of rights to buy securities (including 03 copies) (Form 18/THQ), the DM where the transferor’s depository account is opened shall verify and send that request (both 03 copies) to VSD, and also enter the request on VSD’s system;

d. Within 02 business days from the receipt of the adequate and valid request for transfer of rights, VSD shall make certification on the request and send it to relevant DM, and also confirm the request in the form of electronic document.

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8. Securities holders who do not transfer their rights to buy securities shall subscribe for securities according to notices of issuers and VSD.

9. Subscription for deposited securities

a. Within 02 business days after the deadline for subscription, DMs/direct account holders shall provide VSD with lists of subscribers (Form 20/THQ) in the form of electronic document and subscription forms (Form 19/THQ);

b. If there is no subscriber, DMs/direct account holders shall inform VSD in writing.

c. In case the subscription and subscribed securities are paid in installments as decided by the issuer, each installment shall be made following the abovementioned procedures. After each installment, DMs/direct account holders shall provide VSD with list of subscribers and proofs of payment made to the deposit account notified by VSD.

10. Within 07 business days after the subscription deadline, VSD shall provide the issuer with the list of subscribers (Form 21/THQ) and transfer total amounts paid for subscribed securities to the escrow account notified by the issuer.

11. Within 12 business days after the subscription deadline, the issuer shall send a notice of confirmation of the list of subscribers (Form 22/THQ) and transfer total amounts paid for subscribed securities to the escrow account notified by the issuer. If the issuer does not accept the List, it must send an official document stating reasons thereof to VSD.

12. In case subscribed securities are centrally registered at VSD, the issuer shall submit an application for modification of the certificate of securities registration due to registration of additionally issued securities in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

13. After the issuer’s application for registration of additionally issued securities has been approved by VSD, such additionally issued securities shall be allocated as follows:

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b. For non-deposited securities: The issuer shall issue securities ownership certificate/book to their holders.

Article 13. Rights to convert convertible bonds

A. In case all convertible bonds must be converted into shares on conversion date

1. Within 01 business day after the record date, VSD shall send the List of convertible bondholders to be allocated shares (Form 24/THQ) in the form of electronic document to relevant DMs/direct account holders.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of convertible bondholders to be allocated shares (using Form 25/THQ).

4. Within 08 business days after the record date, the issuer shall provide VSD with the Notice of confirmation of the list of securities holders received from VSD (Form 26/THQ). If the issuer does not accept the list, it shall send an official document stating reasons thereof to VSD.

5. The issuer shall submit an application for deregistration of convertible bonds in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

6. If shares converted from bonds are centrally registered at VSD, the issuer shall submit an application for modification of certificate of share registration in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

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a. For deposited securities: VSD shall allocate additionally issued securities to depository accounts of relevant DMs/direct account holders according to the list of convertible bondholders to be allocated shares (Form 24/THQ), which has been sent in the form of electronic document by VSD, and provide them with the notice of confirmation of depositing of additional securities;

b. For non-deposited securities: The issuer shall issue securities ownership certificate/book to their holders.

B. In case holders of convertible bonds can either convert bonds into shares or receive cash on maturity date

1. In case the conversion of bonds is made through VSD:

1.1. Within 01 business day after the record date, VSD shall send the List of convertible bondholders entitled to convert bonds into shares (Form 27/THQ) in the form of electronic document to relevant DMs/direct account holders.

1.2. DMs/direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with confirmation (Form 03/THQ) in the form of electronic document by 10:30 AM of the second business day after the record date. If an DM or direct account holder does not accept the list due to any false information or discrepancies in figures found, they must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

1.3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of convertible bondholders entitled to convert bonds into shares (using Form 28/THQ).

1.4. Within 08 business days after the record date, the issuer shall provide VSD with the Notice of confirmation of the List of convertible bondholders entitled to convert bonds into shares received from VSD (Form 15/THQ). If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

1.5. Within 02 business days from the receipt of the Notice of confirmation from the issuer, VSD shall send the notice of confirmation of conversion of convertible bonds to DMs (Form 29/THQ).

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1.7. Application for bond conversion of convertible bonds

a. The investor shall send the application for conversion of convertible bonds (Form 31A/THQ) to the DM where his/her bonds are deposited by the application deadline notified by the issuer;

b. Within 02 business days after the deadline for application for bond conversion, DMs shall send lists of bondholders applying for conversion (Form 32A/THQ) in the form of electronic document and the summary of applications for conversion of convertible bonds (Form 33A/THQ) to VSD;

c. Holders of convertible bonds which have not been deposited shall apply for bond conversion to the issuer or its authorized organization.

1.8. Within 05 business days after deadline for application for bond conversion, VSD shall provide the issuer with the List of bondholders applying for bond conversion (Form 34A/THQ), in which the number of bonds to be converted into shares and those converted into cash must be specified.

1.9. Within 10 business days after the deadline for application for bond conversion, the issuer must send the notice of confirmation of the list of bondholders applying for bond conversion (Form 35/THQ) to VSD. If the issuer does not accept the List, it must send an official document stating reasons thereof to VSD.

1.10. Within 02 business days from the receipt of the issuer’s notice of confirmation, VSD shall send the List of bondholders applying for bond conversion (Form 36/THQ) in the form of electronic document to relevant DMs/direct account holders.

1.11. The issuer shall submit an application for deregistration of convertible bonds in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

1.12. Cash payment for convertible bonds

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b. VSD shall transfer money to accounts of relevant DMs/direct account holders within the business day before the payment date. DMs shall transfer money to deposited securities holders within the payment date according to the List of deposited securities holders entitled to bond conversion (Form 36/THQ) provided by VSD in the form of electronic document.

1.13. If shares converted from bonds are centrally registered at VSD, the issuer shall submit an application for modification of certificate of share registration in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

1.14. After the issuer’s application for registration of additional shares has been approved by VSD, such additionally issued shares shall be allocated as follows:

a. For deposited securities: VSD shall allocate additionally issued shares to depository accounts of relevant DMs/direct account holders according to the list of deposited securities holders carrying out bond conversion (Form 36/THQ), which has been provided by VSD in the form of electronic document, and provide them with the notice of confirmation of depositing of additionally issued securities;

b. For non-deposited securities: The issuer shall issue securities ownership certificate/book to their holders.

2. In case of issuer’s application for bond conversion:

2.1. The conversion of convertible bonds in this case shall follow the guidelines in Section 1.1 through Section 1.6 Clause 1 Part B of this Article.

2.2. The issuer shall assume responsibility to make cash payments for bonds which are not converted into shares.

2.3. The allocation of shares converted from convertible bonds and deregistration of convertible bonds shall comply with the provisions of Sections 1.11, 1.13 and 1.14 Clause 1 Part B of this Article.

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1. The conversion of convertible bonds in this case shall follow the provisions of Section 1.1 through Section 1.6 Clause 1 Part B of this Article.

2. Application for conversion of bonds into shares

2.1. Bonds to be converted into shares as requested by the investor shall be blockaded during the conversion process.

2.2. Application for bond conversion

a. The investor shall send an application for blockade and conversion of convertible bonds (Form 31B/THQ) to the DM where bonds are deposited during the conversion process as notified by the issuer;

b. Within 02 business days after the deadline for bond conversion, DM/direct account holder shall send the list of deposited securities holders applying for conversion of convertible bonds (Form 32A/THQ) in the form of electronic document and the summary of applications for blockade and conversion of convertible bonds (Form 33B/THQ) to VSD;

c. Within 01 business day from the receipt of adequate and valid documents, VSD shall blockade bonds and send the notice of confirmation of blockade of bonds (Form 32B/THQ) to relevant DMs/direct account holders;

d. DMs/direct account holders shall inform VSD in writing of the case where there is no investor applying for conversion of convertible bonds;

dd. Holders of convertible bonds which have not been deposited shall apply for bond conversion to the issuer or its authorized organization. The issuer shall receive and keep bond ownership certificates/books of bondholders for completing conversion procedures.

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4. Within 10 business days after the deadline for application for bond conversion, the issuer must send the notice of confirmation of the list of bondholders applying for bond conversion (Form 35/THQ) to VSD. If the issuer does not accept the List, it must send an official document stating reasons thereof to VSD.

5. 1.10. Within 02 business days from the receipt of the issuer’s notice of confirmation, VSD shall send the List of bondholders applying for bond conversion (Form 36/THQ) in the form of electronic document to relevant DMs/direct account holders.

6. The issuer shall submit an application for deregistration of convertible bonds in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

7. If shares converted from bonds are centrally registered at VSD, the issuer shall submit an application for modification of certificate of share registration in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

8. After the issuer’s application for registration of additional shares has been approved by VSD, such additionally issued shares shall be allocated as follows:

b. For non-deposited securities: The issuer shall issue securities ownership certificate/book to their holders.

Article 14. Issuer’s repurchase of corporate bonds before maturity

1. 1.1. Within 01 business day after the record date, VSD shall send the List of bondholders entitled to sell bonds to the issuer (Form 27A/THQ) in writing to relevant DMs/direct account holders.

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3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of bondholders entitled to sell bonds to the issuer (using Form 28A/THQ).

4. Within 08 business days after the record date, the issuer shall provide VSD with the Notice of confirmation of the List of bondholders entitled to sell bonds to the issuer received from VSD (Form 15/THQ). If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. Within 02 business days from the receipt of the Notice of confirmation from the issuer, VSD shall send the notice to relevant DMs/direct account holders to confirm bondholders’ resale of bonds to the issuer (Form 29A/THQ).

6. Within 02 business days from the receipt of the notice from VSD, DMs/director account holders shall provide bondholders with the notice of resale of bonds to the issuer (Form 30A/THQ). The issuer shall send the notice of resale of bonds to the issuer directly to holders of non-deposited securities.

7. Application for resale of bonds

Bonds to be resold to the issuer shall be blockaded during the resale of bonds.

a. The investor shall send an application for blockade and resale of bonds to the issuer (Form 31C/THQ) to the DM where bonds are deposited during the resale process as notified by the issuer;

b. Within 02 business days after the deadline for application for resale of bonds, DM/direct account holder shall send the list of deposited securities holders applying for resale of bonds to the issuer (Form 32C/THQ) in writing and the summary of applications for blockade and resale of bonds (Form 33C/THQ) to VSD;

c. Within 01 business day from the receipt of adequate and valid documents, VSD shall blockade bonds and send the notice of confirmation of blockade of bonds to be resold to the issuer (Form 32D/THQ) to relevant DMs/direct account holders;

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Holders of convertible bonds which have not been deposited shall submit their applications for resale of bonds directly to the issuer or its authorized organization. The issuer shall receive and keep bond ownership certificates/books of bondholders for following procedures for making payment to investors.

8. Completing list of investors reselling bonds:

a. Within 05 business days after the deadline for application for resale of bonds, VSD shall provide the relevant issuer with the List of bondholders applying for resale of bonds to the issuer (using Form 34C/THQ).

b. Within 10 business days after the deadline for application for resale of bonds, the issuer shall send a notice of confirmation of the List of bondholders applying for resale of bonds to the issuer (using Form 35A/THQ) to VSD. If the issuer does not accept the List, it must send an official document stating reasons thereof to VSD.

c. Within 02 business days from the receipt of the Notice of confirmation from the issuer, VSD shall send the list of bondholders reselling bonds to the issuer (Form 36A/THQ) to relevant DMs/direct account holders.

9. Payment for and deregistration of repurchased bonds

- With regard to deposited bonds: At least 02 business days before the payment date, the issuer must fully transfer total amounts used for making payments to investors to the deposit account notified by VSD. In case of late transfer of money, at least 01 business day before the payment date, the issuer must send an official document stating reasons of such late transfer to VSD. Based on the issuer’s notice or in case VSD receives no notice from the issuer, VSD shall inform relevant DMs and direct account holders.

- With regard to non-deposited bonds: Payment for repurchased bonds shall be made by the issuer and bondholders' representative under terms and conditions of the bondholder representation contract.

10. The issuer shall submit an application for deregistration of repurchased bonds to VSD in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

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1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving stock dividends/fund certificate profits/shares issued to raise share capital from the equity's owner (Form 37/THQ or Form 38/THQ) in the form of electronic document to the relevant DMs/direct account holders.

3. Within 02 business day after the record date, VSD shall provide the issuer with the List of securities holders receiving stock dividends/fund certificate profits/shares issued to raise share capital from the equity's owner (Form 39/THQ or Form 40/THQ).

4. Within 08 business days after the record date, the issuer shall provide VSD with the Notice of confirmation of the list of securities holders received from VSD (Form 26/THQ). If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. The issuer shall submit an application for modification of securities registration certificate due to registration of additional shares/fund certificates in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

6. After the issuer’s application for registration of additional shares/fund certificates has been approved by VSD, such additionally issued shares/fund certificates shall be allocated as follows:

a. For deposited securities: VSD shall allocate additionally issued securities to depository accounts of relevant DMs/direct account holders according to the List of deposited securities holders receiving stock dividends/fund certificate profits/shares issued to raise share capital from the equity's owner (Form 37/THQ or Form 38/THQ), which has been provided in the form of electronic document by VSD, and provide them with the notice of confirmation of depositing of additionally issued securities;

b. For non-deposited securities: The issuer shall issue securities ownership certificate/book and make payments of fractional shares/fund certificates (if any) to their holders.

7. When submitting application for modification of securities registration certificate due to registration of additional securities, the issuer shall fully transfer total amounts used for making payment for fractional shares/fund certificates (if any) to the deposit account notified by VSD. On the date of allocation of additionally issued securities, VSD shall transfer money used for paying for fractional shares/fund certificates to relevant DMs/direct account holders. DMs shall make payments for fractional shares/fund certificates to their clients’ accounts immediately after receiving money from VSD.

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1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders applying for stock swap (Form 41/THQ) in the form of electronic document to the relevant DMs/direct account holders.

3. Within 02 business days after the record date, VSD shall provide the issuer that has shares to be swapped with the List of securities holders applying for stock swap (using Form 42/THQ).

4. Within 08 business days after the record date, the issuer that has shares to be swapped shall provide VSD with the Notice of confirmation of the list of securities holders applying for stock swap received from VSD (Form 43/THQ). If the issuer does not accept the List, it must send an official document stating reasons thereof to VSD.

5. The issuer shall submit an application for deregistration of shares to be sold out in the stock swap in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

6. In case shares additionally issued for swapping are centrally registered at VSD, the issuer shall submit an application for modification of certificate of securities registration due to registration of additionally issued shares in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

7. After the application for registration of additional shares submitted by the issuer that issues additional shares for swapping has been approved by VSD, such additionally issued shares shall be allocated as follows:

a. VSD shall allocate additionally issued securities to depository accounts of relevant DMs/direct account holders according to the list of securities holders applying for stock swap (Form 41/THQ), which has been provided in the form of electronic document by VSD, and provide them with the notice of confirmation of depositing of additionally issued securities.

b. For non-deposited securities: The issuer that issues additional shares for swapping shall issue securities ownership certificate/book and make payments of fractional shares (if any) directly to holders of non-deposited securities.

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Article 17. Making cash payments to shareholders/fund certificate holders upon enterprise dissolution/close of fund

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving cash payments upon enterprise dissolution/close of fund (Form 44/THQ) in the form of electronic document to the relevant DMs/direct account holders.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders receiving cash payments upon enterprise dissolution/close of fund (using Form 45/THQ).

4. The issuer shall send a Notice of confirmation of the list of securities holders receiving cash payments upon enterprise dissolution/close of fund (Form 46/THQ) to VSD within 08 business days from the record date but at least 02 business days before the payment date. If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. At least 02 business days before the payment date, the issuer must fully transfer total amounts used for making cash payment to deposited securities holders to the deposit account notified by VSD.

In case of late transfer of money, at least 01 business day before the payment date, the issuer must send an official document stating reasons of such late transfer to VSD. Based on the issuer’s notice or in case VSD receives no notice from the issuer, VSD shall inform relevant DMs and direct account holders.

6. VSD shall transfer money used for making payments to deposited securities holders to accounts of relevant DMs/direct account holders within the business day before the payment date. DMs shall transfer money to deposited securities holders within the payment date.

7. The issuer shall directly make cash payments to holders of non-deposited securities.

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1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders entitled to sell shares to the issuer (Form 47/THQ) in the form of electronic/physical document to the relevant DMs/direct account holders.

2. DMs/direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with confirmation (Form 03/THQ) in the form of electronic/physical document by 10:30 AM of the second business day after the record date. If an DM or direct account holder does not accept the list due to any false information or discrepancies in figures found, they must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders entitled to sell shares to the issuer (using Form 48/THQ).

4. The issuer shall provide VSD with the Notice of confirmation of the list of securities holders entitled to sell shares to the issuer received from VSD (Form 49/THQ) within 08 business days after the record date but at least 02 business days before the date of application for sale of shares. If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. Procedures for transfer of securities ownership and making payments to relevant parties shall comply with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

Article 19. Payment of bonuses to existing shareholders using treasury stocks (purchased before the effective date of the Law on Securities No. 54/2019/QH14) by an issuer that is a public company

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving treasury stocks (Form 38/THQ) in the form of electronic document to relevant DMs/direct account holders.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders receiving treasury stocks (using Form 40/THQ).

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5. The issuer shall submit an application for transfer of ownership of treasury stocks to its existing shareholders in accordance with regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

Article 20. Issuer’s partial refund of contributed capital to its existing shareholders to reduce charter capital

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving partial contributed capital refunded by the issuer for capital reduction (Form 50/THQ) in the form of electronic/physical document to relevant DMs/direct account holders.

2. DMs/direct account holders shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with confirmation (Form 03/THQ) in the form of electronic/physical document by 10:30 AM of the second business day after the record date. If an DM or direct account holder does not accept the list due to any false information or discrepancies in figures found, they must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. Immediately after information has been modified, VSD shall provide the DM or direct account holder with the modified list of securities holders in the form of electronic document.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders receiving contributed capital refunded by the issuer (using Form 51/THQ).

4. Within 08 business days after the record date, the issuer shall provide VSD with the Notice of confirmation of the list of securities holders receiving cash payments due to partial refund of contributed capital received from VSD (Form 52/THQ). If the issuer does not accept any information on the list, it shall send an official document stating reasons thereof to VSD.

5. At least 02 business days before the payment date, the issuer must fully transfer total amounts used for making cash payments to deposited securities holders to the deposit account notified by VSD. In case of late transfer of money, at least 01 business day before the payment date, the issuer must send an official document stating reasons of such late transfer to VSD. Based on the issuer’s notice or in case VSD receives no notice from the issuer, VSD shall inform relevant DMs and direct account holders.

7. The issuer shall directly make cash payments to holders of non-deposited securities.

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Chapter IV

IMPLEMENTATION

Article 21. Implementation

1. Difficulties that arise during the implementation of this document should be reported to VSD for consideration.

2. Any changes or modifications to this document shall be decided by the Chief Executive Officer of VSD after obtaining the approval from VSD’s Board of Directors and SSC.

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Quyết định 109/QĐ-VSD 2021 Quy chế về thực hiện quyền cho người sở hữu chứng khoán

CHá»ˆ CÃ’N 3 LÃ” Äáº¤T Ná»€N Äáº¸P Táº I MK CENTRAL CITY, TRUNG TÃ‚M PHAN RANG, Sá»” Há»’NG RIÃŠNG, GIÃ Tá»T Tá»ª CHá»¦ Äáº¦U TÆ¯

CHá»ˆ CÃ’N 3 LÃ” Äáº¤T Ná»€N Äáº¸P Táº I MK CENTRAL CITY, TRUNG TÃ‚M PHAN RANG, Sá»” Há»’NG RIÃŠNG, GIÃ Tá»T Tá»ª CHá»¦ Äáº¦U TÆ¯