Decision No. 197/QD-VSD dated September 29, 2017 promulgating regulations on performance of corporate actions for securities holders

• Official number: 197/QD-VSD
• Legislation Type: Decision
• Organization: Securities Depository Centre
• Signer: Duong Van Thanh
• Issued Date: 29/09/2017

VIETNAM SECURITIES DEPOSITORY --------	SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness --------------
No.: 197/QD-VSD	Hanoi, September 29, 2017

DECISION

PROMULGATING REGULATIONS ON PERFORMANCE OF CORPORATE ACTIONS FOR SECURITIES HOLDERS

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

Pursuant to the Law on securities dated June 29, 2006 and the Law on amendments to the Law on securities dated November 24, 2010;

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.2280/QD-BTC dated November 22, 2013 of the Minister of Finance on promulgation of the Charter on organization and operation of Vietnam Securities Depository;

Pursuant to the Circular No. 05/2015/TT-BTC dated January 15, 2015 of the Minister of Finance providing guidelines for registration, depository, clearing and settlement of securities transactions;

Pursuant to the Official Dispatch No. 6512/UBCK-PTTT dated September 28, 2017 of the State Security Commission of Vietnam on approval for promulgation of operational regulations of Vietnam Securities Depository;

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HEREBY DECIDES:

Article 1. “Regulations on performance of corporate actions for securities holders” 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. 23/QD-VSD dated March 13, 2015 of the Chief Executive Officer of Vietnam Securities Depository promulgating “Regulations on performance of corporate actions for securities holders”.

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

CHIEF EXECUTIVE OFFICER




Duong Van Thanh

REGULATIONS

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Chapter I

GENERAL PROVISIONS

Article 1. Scope

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

- Get shareholders’ written opinions and attend general meetings of shareholders;

- Pay bond interest and principal, principal of treasury bills and yields/dividends in cash;

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

- Exercise the rights issue;

- Convert convertible bonds;

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- Make payment to shareholders or holders of fund certificates upon corporate dissolution or fund closure;

- Make capital reduction;

- Redeem shares from existing shareholders;

- Exercise other rights as prescribed by laws;

Article 2. Interpretation of terms

1. Issuer: an organization that have securities registered at VSD.

2. Depository member: a securities company or commercial bank that operates in Vietnam, has the Certificate of registration of securities depository by the State Securities Commission of Vietnam (“SSC") and has obtained an approval from VSD for becoming a depository member.

3. Direct account holder: an organization that directly opens a depository account at VSD and uses Vest’s depository, clearing and settlement services under terms and conditions of the service contract signed with VSD.

- Electronic reports and electronic transactions: reports and transactions that are created and executed on Vest’s system through Vest’s electronic portal;

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- The data file contains information relating to notification of corporate actions of issuers sent to VSD via internet on Vest’s web-based interface.

6. Electronic portal: an application software environment that allows depository members, direct account holders and VSD to exchange operational information in the form of electronic reports, electronic transactions in an indirect manner through servers which are placed at head offices or branches of depository members/direct account holders and on which Vest’s software has been installed.

7. Online portal: an application software environment that allows depository members, direct account holders and VSD to exchange operational information in the form of MT message, fileact directly between the operational system of depository member/direct account holder and Vest’s system.

Article 3. Corporate actions processing

1. VSD shall, based on the effectiveness of book-entries resulting from the acts of depository, withdrawal, transfer, clearing, settlement and ownership transfer of securities, etc. on depository accounts of depository members, direct account holders and clients of depository members, for securities which have been deposited (hereinafter referred to as “deposited securities”), or based on the effectiveness on securities registration book kept at VSD from change or transfer of ownership, etc. of holders of securities which have not been deposited (hereinafter referred to as “non-deposited securities”), make the list of securities holders on the record date mentioned in the notice of issuers and only listed holders are entitled to rights attaching to such securities.

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

3. Holders of non-deposited securities shall exercise their rights directly at issuers. 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 between VSD and that issuer.

4. Holders of deposited securities shall exercise rights at depository members where they open depository accounts, except the following cases:

- In case dividends are paid in cash but holders of deposited securities who are officers or employees of the issuer or its parent company or subsidiary, or related organizations or individuals have requested VSD in writing to receive dividends directly at the issuer and their requests have been approved by the issuer;

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5. Payment of principal of treasury bills and payment of interest and principal of bonds traded on specialized government bond market of Hanoi Stock Exchange shall be subject to written agreements made between issuers and VSD and the provisions herein.

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

7. VSD shall not assume responsibility for any losses of securities holders and affiliated persons in case issuers, depository members or their clients, or direct account holders fail to comply with law regulations and the provisions herein.

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 corporate action dossiers of issuers, depository members, direct account holders and securities holders.

2. A corporate action dossier must include all necessary documents as regulated. VSD shall process corporate action dossiers which are delivered and received directly between issuers, depository members, or direct account holders and VSD according to the dates of receipt specified on Vest’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 document stamp. In case a dossier is sent in the form of electronic documents via Vest’s electronic portal/ online portal/ web-based interface or via email, VSD shall process the received dossier based on the receipt time of such electronic documents or email.

3. Investors that are foreign institutions and have their head offices located abroad may send their orders in the form of SWIFT messages to depository members to replace the documents which they are required to prepare for completing their corporate action dossiers (e.g. application for conversion of convertible bonds, etc.) provided that they must all of the following requirements:

a. SWIFT messages must include sufficient information stated on the forms for specific operations as prescribed herein;

b. Depository members shall translate and confirm the authentication of SWIFT messages.

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4. VSD is entitled to refuse to implement an issuer's notice of corporate actions if that notice is found inconsistent with the law or damage interests of securities holders or the notice is not sent to VSD within the prescribed time limits.

5. Within 01 business day from the receipt of sufficient and valid corporate action dossier, VSD shall consider and process the received dossier in accordance with the provisions in Chapter II and Chapter III hereof. VSD shall request issuers, depository members and direct account holders in writing to modify their dossiers, if any errors are found.

6. Lists and information relating to corporate actions in electronic form as prescribed herein are elaborated in Appendix 01 enclosed herewith. Where necessary, VSD or depository member/direct account holder may convert electronic documents included in the relevant corporate action dossier into hard copies. Vest’s hard copies of electronic documents shall bear the following seal:

VIETNAM SECURITIES DEPOSITORY

DOCUMENT CONVERTED FROM AN ELECTRONIC DOCUMENT

Full name:

Signature:

Time of conversion:

7. If depository members/direct account holders cannot send or receive lists and information relating to corporate actions in electronic form as prescribed herein because they have not completed the connection to Vest’s electronic portal/online portal or where the connection has been interrupted, such lists and information shall be sent and received via the email attached with Vest’s digital signature, i.e. [e-mail], and the email which has been registered with VSD by the depository member or direct account holder.

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Each issuer shall:

1. Send the notice of corporate actions to VSD within the time limit required by current law regulations on information disclosure and the provisions herein.

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

3. Send a written notice, if there is any change in the contents of the notice of corporate actions (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 change. If the issuer wishes to cancel the sent notice of corporate actions, it shall send a document which must specify reasons for such cancellation to VSD.

If the purpose of the list of securities holders which will be used for seeking written opinions is supplemented, the issuer shall inform VSD in writing within 10 business days after the record date.

4. Provide written confirmation of the information specified in the list of securities holders requiring corporate actions received from VSD within the time limit prescribed herein. If the issuer fails to provide confirmation or provides confirmation after the prescribed time limit, VSD is entitled to deem the list of securities holders sent to the issuer accurate and in this case, the issuer shall be responsible for any arising disputes or claims.

5. Assume responsibility for sources of funding in case dividends are paid in cash and ensure the payment of dividends must be fully made within 06 months from the end of the annual general meeting of shareholders. The payment of dividends must be consistent with the dividend payout ratio approved by the general meeting of shareholders and provisions of the Law on enterprises. In case of payment of advance dividends, the Board of Directors of the issuer shall itself balance sources of funding to ensure the planned dividend payout ratio approved by the general meeting of shareholders.

6. Transfer money for paying dividends, yields, bond interest and principal, and principal of treasury bills within the time limits prescribed in Chapter II and Chapter III hereof. If the issuer fails to make transfer of money within the prescribed time limit, it must inform VSD in writing of such late transfer 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.

Article 7. Responsibilities of depository members and direct account holders

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2. Check and compare information about holders of deposited securities managed by depository members or direct account holders with the list of holders of deposited securities provided by VSD in the course of performing relevant corporate actions.

3. Provide the Notice of confirmation of the list of holders of deposited securities requiring corporate actions in electronic form for VSD within the time limits prescribed in Chapter II and Chapter III hereof. If a depository member or direct account holder fails to provide the Notice of confirmation or provides the Notice of confirmation after the prescribed time limit, VSD is entitled to deem the list of securities holders sent to them accurate and to be confirmed by the depository member or direct account holder. In this case, the depository member or direct account holder shall be responsible for any arising disputes or losses suffered by securities holders.

4. Comply with procedures, orders and time limits for performing corporate actions as provided for in Chapter II and Chapter III hereof. Any violation shall be settled in accordance with Regulations on membership of VSD (if the violation is committed by a depository member) or the contract signed between VSD and direct account holder (if the violation is committed by a direct account holder).

Chapter II

EXERCISE OF RIGHTS FOR HOLDERS OF GOVERNMENT BONDS

Article 8. Payment of bond interest and principal and principal of treasury bills

1. At least 06 business days before the record date, VSD shall prepare and send the Notice of record date (Form 01/THQ) to depository members, direct account holders, relevant Stock Exchanges and issuers, and publish it on its website.

2. Within 01 business day after the record date, VSD shall send the List of deposited securities holders receiving payments of bond interest and principal/principal of treasury bills (Form 02A/THQ) in electronic form to depository members/direct account holders.

3. Depository members/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 the Notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date.

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

a. The written request for transfer of money to make payments of bond interest and principal/principal of treasury bills (Form 04/THQ).

b. The list of holders receiving payments of bond interest and principal/principal of treasury bills (Form 05A/THQ).

5. Within 02 business days after the record date, VSD shall send the notice to the relevant depository member/direct account holder to confirm the payment of bond interest and principal/principal of treasury bills (Form 06/THQ) to investors.

6. No later than 11:00 AM on the payment date, the relevant issuer must fully transfer the requested amount of money for paying bond interest and principal/principal of treasury bills to eligible securities holders to the bank account notified by VSD. In case of late transfer of money, the issuer must send a written notice stating reasons of its late transfer to VSD within the abovementioned date. Based on the issuer’s notice, VSD shall inform relevant depository members/direct account holders of such late transfer of money.

7. On the date of payment of bond interest and principal/principal of treasury bills, VSD shall transfer money to cash accounts of relevant depository members/direct account holders. Immediately when receiving money transferred by VSD, the relevant depository member shall distribute money to holders of deposited bonds/treasury bills whose names are on the List of securities holders receiving payments of bond interest and principal/principal of treasury bills.

8. In case of payment of bond interest and principal/principal of treasury bills due to maturity, for those bonds/treasury bills being deposited for open market operations at the State Bank (SBV), VSD shall pay bond interest and principal/principal of treasury bills 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 9. Bond swap

1. VSD shall only exercise the rights to swap bonds in case of swap of government bonds as regulated in the Circular No. 150/2011/TT-BTC dated November 09, 2011 of the Minister of Finance providing guidelines for swap of government bonds.

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3. Blockade of bonds to be sold out

3.1. During the bond swap (from the time of registration of bond swap to the time of completion of the bond swap), outstanding bonds registered for swap shall be blockaded on depository accounts of bond holders by VSD at the request of the State Treasury.

3.2. Within 01 business day from the receipt of the written request from the State Treasury, VSD shall blockade the bonds registered for swap and send written confirmation of the blockade to the State Treasury and the relevant depository member where the bonds to be swapped are deposited so that this depository member shall make corresponding blockade of bonds.

4. In case of successful swap:

4.1. The State Treasury shall send a written notice of swap results to VSD. The notice of swap results shall be made according to the Circular No. 150/2011/TT-BTC.

4.2. VSD shall carry out the registration and depository of purchased bonds and deregistration or withdrawal of sold bonds. Order and procedures for registration/ deregistration and depository/withdrawal of purchased bonds and sold bonds shall comply with regulations on registration and transfer of ownership of securities and regulations on securities depository issued by the Chief Executive Officer of VSD.

5. In case of unsuccessful swap:

5.1. The State Treasury shall send a written request to VSD for termination of blockade of securities registered for swap on depository accounts of relevant securities holders.

5.2. Within 01 business day from the receipt of the written request from the State Treasury, VSD shall release the bonds registered for swap and send written confirmation of such release to the State Treasury and the relevant depository member where the bonds are deposited so that this depository member shall make corresponding release of bonds.

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

Article 10. Notice of corporate actions

1. General provisions:

1.1. Each issuer shall send the notice of corporate actions, which must contain adequate and valid documents, to VSD at least 07 business days before the record date. Such notice must, inter alia, include the following information:

- Information relating to the record date

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

- Information relating to the payment date in case of payment of dividends or yields in cash/payment of bond interest and principal.

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

- The purpose of the list of securities holders

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1.2. In case of payment to shareholders upon the corporate dissolution or payment to fund certificate holders upon the fund closure, the entity to be dissolved or the fund management company shall commit to fully pay debts, outstanding insurance premiums, taxes, fees and expenses arising from the dissolution or fund closure and take legal responsibility for any claims arising from failure to make the said payments as regulated.

2. Notice of corporate actions:

Each issuer shall send a notice of corporate action which includes the following documents to VSD:

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

2.2. Documents attached to the notice, including:

a. For attending general meetings of shareholders or getting shareholders’ written opinions:

- Documents proving the disclosure of information relating to the preparation of the list of shareholders entitled to attend the general meeting of shareholders which has been made at least 20 days before the record date.

- Documents relating to the agenda for the general meeting of shareholders and matters about which written opinions are required (hard copies and soft copies) (if any).

- If an extraordinary general meeting of shareholders is convened by the Board of Directors: The resolution of the Board of Directors approving the convention of the extraordinary general meeting of shareholders.

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+ The notification which is sent by the Board of Supervisors to VSD notifying its convention of the extraordinary general meeting of shareholders in replacement of the Board of Directors and enclosed with documents proving that the Board of Directors fails to comply with the Law on enterprises regarding convention of extraordinary general meetings of shareholders;

+ The minutes of meeting of the Board of Supervisors on approval for convention of extraordinary general meeting of shareholders in replacement of the Board of Directors.

- If an extraordinary general meeting of shareholders is convened by a shareholder or a group of shareholders in accordance with the Law on enterprises:

+ The notification which is sent by the shareholder or group of shareholders to VSD notifying its convention of the extraordinary general meeting of shareholders in replacement of the Board of Directors/ Board of Supervisors and enclosed with documents proving that the Board of Directors/ Board of Supervisors fails to comply with the Law on enterprises regarding convention of extraordinary general meetings of shareholders;

+ Documents proving the shareholder’s or the group of shareholders’ holding of more than 10% of total ordinary shares for a continuous period of at least six months or another smaller amount as prescribed in the Charter.

- Other relevant documents (if any).

b. For paying dividends/yields in cash

- In case of annual payment of dividends/yields:

+ The resolution of the general meeting of shareholders/general meeting of investors giving approval for the payment rate of cash dividend/yield.

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+ The resolution of the general meeting of shareholders/general meeting of investors giving approval for the dividend payment plan;

+ The resolution of the Board of Directors/ Board of representatives of the Fund on advance dividend/yield.

c. Paying stock dividends, pay yields by fund certificates, 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 issuance of additional shares for paying stock dividends/issuance of additional fund certificates for paying yields/issuance of shares for raising share capital from the owner’s equity and the plan for handling of fractional shares/fund certificates;

- Documents proving that SSC has received adequate documents concerning the issuance of additional shares or fund certificates;

- Other relevant documents (if any).

d. For public offering of shares/bonds/convertible bonds via rights issue:

- The resolution of general meeting of shareholders/resolution of the Board of Directors on approval for the issuance plan and plans for handling of un-purchased and fractional securities, etc.;

- The copy of the certificate of public offering issued by SSC;

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- Other relevant documents (if any).

dd. For converting convertible bonds

- The resolution of general meeting of shareholders on approval for the plan for issuance of convertible bonds and documents enclosed with the plan; reports on results of convertible bond issuance;

- The resolution of general meeting of shareholders/ resolution of the Board of Directors on approval for the conversion of convertible bonds, enclosed with the plan for issuance of additional shares for conversion purpose (if any);

- Documents proving that SSC has received adequate reports on the conversion of convertible bonds.

e. For stock swap:

- The resolution of general meeting of shareholders of the issuer that has shares to be sold out and that of the issuer offering additional shares for swapping on 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 Stock Exchange (in case the shares to be sold out have been listed/registered for trading);

- The copy of the certificate of public offering for stock swap purpose issued by SSC;

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- Other relevant documents (if any).

g. For making cash payment to shareholders upon corporate 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 specific payment times (in case of multiple payments);

- The written commitment on full payment of outstanding taxes, fees, social insurance premiums and other benefits of employees;

- The written confirmation of fulfillment of tax obligations issued by the relevant tax authority;

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

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

- Other relevant documents (if any).

h. For making cash payment to fund certificate holders upon a fund closure

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

- Other relevant documents (if any).

i. For issuer’s capital reduction

- The resolution of the general meeting of shareholders on approval for reduction of charter capital which must specify the capital reduction plan, etc.;

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

- SSC’s confirmation of receipt of reports on capital reduction;

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

- Documents proving the issuer’s capacity to pay all debts and other asset-related obligations after its capital reduction;

- Other relevant documents (if any).

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- The plan for redemption of shares and information relating to the securities company that is designated as an agent to buy back shares (if any).

- The resolution of general meeting of shareholders/ resolution of the Board of Directors on approval for the plan for redemption of shares from existing shareholders;

- The copy of the SSC’s confirmation of receipt of adequate documents concerning the share redemption.

3. Within 01 business day from the receipt of the notice of corporate action, including adequate and valid required documents, from the issuer, VSD shall prepare and send the notice of the record date (Form 01/THQ) to relevant depository members, direct account holders and Stock Exchanges, and post the same on its website.

4. Depository members shall fully and exactly inform the record date to holders of relevant securities deposited with them within 03 business days from the date specified in Vest’s notice.

Article 11. Rights to attend general meetings of shareholders and get shareholders’ written opinions

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

2. Depository members/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 the Notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders allocated with voting right (Form 09/THQ) (the soft copy of the said list will be sent to the issuer's email registered with VSD).

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5. If the issuer authorizes VSD to send invitation letters or act as an agent performing electronic voting or other tasks related to the convention of general meeting of shareholders, or get written opinions from shareholders, etc., the authorized tasks shall be performed according to the agreement signed between VSD and the issuer.

Article 12. Rights to receive cash dividend/yield 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 dividend/yield (Form 10/THQ)/ List of deposited securities holders receiving payments of corporate bond interest/ principal (Form 02B/THQ) in electronic form to depository members/direct account holders.

2. Depository members/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 the Notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business day after the record date, VSD shall provide issuers with the List of deposited securities holders receiving cash dividend/yield (Form 11/THQ)/ List of deposited securities holders receiving payments of bond interest/ principal (Form 05B/THQ) in electronic form. (VSD shall also send soft copies of the said lists to the issuer’s email registered with VSD).

4. The relevant issuer shall provide the Notice of confirmation of the list of securities holders (Form 12/THQ) for VSD within 08 business days after the record date but at least 02 business days before the payment date. If the issuer disagrees with any information on the List, it must send a 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 depository members/ direct account holders to confirm the payment of cash dividend/yield or bond interest/principal (Form 06/THQ) to investors.

6. At least 02 business days before the payment date, the relevant issuer must fully transfer the requested amount of money to the bank account notified by VSD for making payments of cash dividend/yield or bond interest/principal to eligible securities holders. In case of late transfer of money, the issuer must, at least 01 business day before the payment date, send a written notice stating reasons of its late transfer to VSD. Based on the issuer’s notice, VSD shall inform relevant depository members/direct account holders of such late transfer of money.

7. VSD shall transfer money for making payments of dividend/yield/bond interest/principal to holders of deposited securities to accounts of relevant depository members/direct account holders within the business day before the payment date. Depository members shall transfer money to their clients who hold deposited securities on the payment date.

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Article 13. Rights issue

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders entitled to the rights issue (Form 13/THQ) in electronic form to depository members/direct account holders.

2. Depository members/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 (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business days after the record date, VSD shall provide the relevant issuer with the List of securities holders allocated with the rights issue (Form 14/THQ) (the soft copy of the said list will be sent by VSD to the issuer's email registered with VSD).

4. The relevant issuer shall provide the Notice of confirmation of the list of securities holders (Form 15/THQ) for VSD within 08 business days after the record date but at least 02 business days before the date of grant of the rights issue. If the issuer disagrees with any information on the List, it must send a 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 depository members/direct account holders to confirm the grant of rights issue (Form 16/THQ) to investors whose names are on the said list of securities holders.

6. Within 02 business days from the receipt of Vest’s notice, relevant depository members shall send the notice of rights issue to the listed holders of deposited securities (Form 17/THQ). Issuers shall send notice of rights issue directly to holders of non-deposited securities.

7. Transfer of rights to buy deposited securities

a. The rights to buy securities of a holder of deposited securities shall be transferred through the depository member where the transferor’s depository account is opened. The depository member 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. If the transferee's depository account is not available, the transferee shall open a depository account at a depository member;

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

d. Within 02 business days from the receipt of the sufficient and valid request for transfer of rights, VSD shall make certification on the request and send it to relevant depository member, and also confirm the request on its system.

8. With regard to non-deposited securities, the issuer shall directly take charge of procedures for transfer of rights and subscription of securities.

9. Securities holders who do not transfer their rights to buy securities shall subscribe to securities according to the notices of the issuer and VSD.

10. Registration of purchase of deposited securities

Within 02 business days after the end of the subscription period, the relevant depository member/ direct account holder shall provide VSD with the list of subscribers (Form 20/THQ) in electronic form and the subscription application form (Form 19/THQ);

b. The depository member/direct account holder is required to inform VSD in writing of the case where there is no subscriber.

c. In case the subscription and payment for securities purchase are made according to tranches decided by the issuer, the abovementioned procedures shall be followed when making payment for securities purchased in each tranche. Upon the completion of payment for securities purchased in a tranche, the depository member/direct account holder shall provide VSD with the list of subscribers and proofs of payment made to the cash account notified by VSD in each tranche.

11. Within 07 business days after the end of the subscription period, VSD shall provided the issuer with the list of subscribers for additionally issued securities (Form 21/THQ) and transfer total amount of money paid by subscribers to the escrow account notified by the issuer. (VSD shall also send the soft copy of the said list to the issuer’s email registered with VSD).

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

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

a. For deposited securities: VSD shall allot additionally issued securities to depository accounts of relevant depository members/direct account holders and provide them with the notice of confirmation of depository of additional securities enclosed with the list of investors receiving additional securities due to their subscription (Form 23/THQ);

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

Article 14. Rights to convert convertible bonds

A. In case where all convertible bonds must be converted into shares at once on the maturity 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 electronic form to the relevant depository member/direct account holder.

2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business days after the record date, VSD shall provide the issuer with the List of convertible bondholders to be allocated shares (Form 25/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

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

6. With respect to the amount of shares arising from the conversion of bonds which are centrally registered at VSD, the issuer shall submit an application for adjustment of certificate of share registration in accordance with current regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

7. 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 securities to depository accounts of relevant depository members/direct account holders according to the list of convertible bondholders to be allocated shares (Form 24/THQ), which has been electronically provided by VSD, and provide them with the notice of confirmation of depository of additionally issued securities;

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

B. In case where holders of convertible bonds can either convert bonds into shares or receive cash on the 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 electronic form to the relevant depository member/direct account holder.

1.2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

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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 disagrees with any information on the List, it must send a 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 to the relevant depository member to confirm the conversion of convertible bonds (Form 29/THQ).

1.6. Within 02 business days from the receipt of Vest’s notice, the depository member shall send the notice of the conversion of convertible bonds (Form 30/THQ) to relevant holders of deposited securities. The issuer shall send the notice of the conversion of convertible bonds directly to holders of non-deposited securities.

1.7. Registration of conversion of convertible bonds

a. Each investor shall send the application form for conversion of convertible bonds (Form 31A/THQ) to the depository member where his/her bonds are deposited within the period for bond conversion registration announced by the issuer;

b. Within 02 business days after the end of the period for bond conversion registration, the depository member shall send the List of bondholders applying for conversion of convertible bonds (Form 32A/THQ) in electronic form and the summary of applications for conversion of convertible bonds (Form 33A/THQ) to VSD;

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

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

1.9. Within 10 business days after the end of the period for bond conversion registration, the issuer must send the Notice of confirmation of the list of investors converting bonds into shares (Form 35/THQ) to VSD. If the issuer does not accept the List, it must send a document stating reasons thereof to VSD.

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

1.12. Cash payment for convertible bonds

a. At least 02 business days before the payment date, the issuer must transfer the full amount of money used for making payments to convertible bondholders who apply for cash payment to the bank account notified by VSD. In case of late transfer of money, the issuer must, at least 01 business day before the payment date, send a written notice stating reasons of its late transfer to VSD. Based on the issuer’s notice, VSD shall send notification to relevant depository members;

b. VSD shall transfer money used for making payments to deposited securities holders to accounts of relevant depository members/direct account holders within the business day before the payment date. The depository member shall transfer money to holders of deposited securities on the payment date according to the List of deposited securities holders entitled to bond conversion (Form 36/THQ) provided by VSD in electronic form.

1.13. With respect to the amount of shares arising from the conversion of bonds which are centrally registered at VSD, the issuer shall submit an application for adjustment of certificate of share registration in accordance with current 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 depository members/direct account holders according to the list of deposited securities holders converting bonds into shares (Form 36/THQ), which has been electronically provided by VSD, and provide them with the notice of confirmation of depository of additionally issued securities;

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

2. In case the registration of bond conversion is carried out by the issuer itself:

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2.2. The issuer shall assume responsibility to pay for bonds which are not converted into shares and the holders of which request for cash payments.

2.3. The allocation of shares converted from convertible bonds and deregistration of convertible bonds shall comply with provisions in Sections 1.11, 1.13 and 1.14 Clause 1 Party B Article 13 hereof.

C. In case where the conversion of convertible bonds can be done at certain times

1. The conversion of convertible bonds in this case shall follow the guidelines provided in Section 1.1 through 1.6 Clause 1 Party B Article 13 hereof.

2. Registration of conversion of bonds into shares

2.1. The bonds to be converted into shares as requested by the investor shall be blockaded until the conversion procedures are completed.

2.2. Registration of bond conversion

a. The investor shall send the request for blockade and registration of conversion of convertible bonds (Form 31B/THQ) to the depository member where his/her/its bonds are deposited within the period for bond conversion registration announced by the issuer;

b. Within 02 business days after the end of the period for bond conversion registration, the depository member/ direct account holder shall send the List of deposited securities holders requesting for conversion of convertible bonds (Form 32A/THQ) in electronic form and the summary of requests for blockade and registration of conversion of convertible bonds (Form 33B/THQ) to VSD;

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d. The depository member/direct account holder shall inform VSD in writing of the case where there is no investor requesting for conversion of convertible bonds;

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

3. Within 05 business days after the end of the period for bond conversion registration, VSD shall provide the issuer with the List of bondholders requesting for conversion of convertible bonds (Form 34B/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

4. Within 10 business days after the end of the period for bond conversion registration, the issuer must send the Notice of confirmation of the list of bondholders requesting for conversion of convertible bonds (Form 35/THQ) to VSD. If the issuer does not accept the List, it must send a document stating reasons thereof to VSD.

5. Within 02 business days from the receipt of the issuer’s notice of confirmation, VSD shall send the List of holders of deposited securities requesting for conversion of convertible bonds (Form 36/THQ) in electronic form to the relevant depository member/direct account holder.

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

7. With respect to the amount of shares arising from the conversion of bonds which are centrally registered at VSD, the issuer shall submit an application for adjustment of certificate of share registration in accordance with current 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:

a. For deposited securities: VSD shall allocate additionally issued shares to depository accounts of relevant depository members/direct account holders according to the list of deposited securities holders converting bonds into shares (Form 36/THQ), which has been electronically provided by VSD, and provide them with the notice of confirmation of depository of additionally issued securities;

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Article 15. Rights to receive stock dividends, yields by fund certificates and shares issued to raise share capital from owner's equity

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

2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business days after the record date, VSD shall provide the issuer with the List of deposited securities holders receiving stock dividend/yield by fund certificate/shares issued to raise share capital from the equity's owner (Form 39/THQ or Form 40/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

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 disagrees with any information on the List, it must send a document stating reasons thereof to VSD.

5. The issuer shall submit an application for adjustment of securities registration certificate due to registration of additional shares in accordance with current 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 depository members/direct account holders according to the List of deposited securities holders receiving stock dividend/ yield by fund certificate/shares issued to raise share capital from the equity's owner (Form 37/THQ or Form 38/THQ), which has been electronically provided by VSD, and provide them with the notice of confirmation of depository of additionally issued securities;

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

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Article 16. Stock swap

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

2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

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 engaging in stock swap (Form 42/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

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 engaging in stock swap received from VSD (Form 43/THQ). If the issuer disagrees with any information on the List, it must send a 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 current 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 adjustment of the certificate of securities registration due to registration of additionally issued shares as prescribed in 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 depository members/direct account holders according to the list of securities holders engaging in stock swap (Form 41/THQ), which has been electronically provided by VSD, and provide them with the notice of confirmation of depository of additionally issued securities;

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8. With regard to the payment for fractional shares to holders of deposited securities (if any), the issuer shall, when submitting application for adjustment of securities registration certificate due to registration of additional securities, make full payment to the cash account notified by VSD. Within the business day before the date of allocation of additionally issued securities, VSD shall transfer money used for paying for fractional shares to relevant depository members/direct account holders. The depository member shall be responsible for making payment for fractional shares to the client's account within the date of allocation of additionally issued shares.

Article 17. Cash payments made to shareholders/fund certificate holders upon corporate dissolution/fund closure

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

2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

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 corporate dissolution/fund closure (Form 45/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

4. The issuer shall provide the Notice of confirmation of the list of securities holders (Form 46/THQ) for VSD within 08 business days after the record date but at least 02 business days before the payment date. If the issuer disagrees with any information on the List, it must send a 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 depository members/direct account holders to confirm cash payments made to securities holders upon corporate dissolution/fund closure (Form 06/THQ).

6. At least 02 business days before the payment date, the issuer must fully transfer the requested amount of money to the bank account notified by VSD for making payments to relevant securities holders.

In case of late transfer of money, the issuer must, at least 01 business day before the payment date, send a written notice stating reasons of its late transfer to VSD. Based on the issuer’s notice, VSD shall inform relevant depository members/direct account holders of such late transfer of money.

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8. Payments to holders of non-deposited securities shall be made by issuers.

Article 18. Issuer’s redemption of shares from existing shareholders

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

2. The depository member/direct account holder shall check and compare information about securities holders on the List provided by VSD with their managed information and provide VSD with the notice of confirmation (Form 03/THQ) in electronic/ paper form by 11:30 AM of the second business day after the record date. If the depository member or direct account holder does not accept the list due to any false information or discrepancies in figures found, it must provide VSD with a document stating such false information or discrepancies and cooperate with VSD in modifying the list. After modification, VSD shall provide the depository member or direct account holder with the modified list of securities holders in electronic form.

3. Within 02 business days after the record date, VSD shall provide the issuer with the List of securities holders entitled to sell securities (Form 48/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

4. The issuer shall provide the Notice of confirmation of the list of securities holders entitled to sell shares (Form 49/THQ) for VSD within 08 business days after the record date but at least 02 business days before the date on which investors start registering the sale of shares. If the issuer disagrees with any information on the List, it must send a document stating reasons thereof to VSD.

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

Article 19. Issuer’s capital reduction

1. Within 01 business day after the record date, VSD shall send the List of deposited securities holders related to capital reduction (Form 50/THQ) in electronic/paper form to the relevant depository member/direct account holder.

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3. Within 02 business days after the record date, VSD shall provide the issuer with the List of securities holders related to capital reduction (Form 51/THQ) (VSD shall also send the soft copy of the said list to the issuer's email registered with VSD).

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 related to capital reduction received from VSD (Form 52/THQ). If the issuer disagrees with any information on the List, it must send a 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 the relevant depository member/ direct account holder to confirm cash payments made to investors (Form 06/THQ).

6. At least 02 business days before the payment date, the issuer must fully transfer the requested amount of money to the bank account notified by VSD for making payments to relevant deposited securities holders. In case of late transfer of money, the issuer must, at least 01 business day before the payment date, send a written notice stating reasons of its late transfer to VSD. Based on the issuer’s notice, VSD shall inform relevant depository members/direct account holders of such late transfer of money.

7. VSD shall transfer money used for making payments to deposited securities holders to accounts of relevant depository members/direct account holders within the business day before the payment date. Depository members shall transfer money to their clients who hold deposited securities on the payment date.

8. Payments to holders of non-deposited securities shall be made by issuers.

9. The issuer that makes capital reduction shall submit an application for deregistration of securities in accordance with current regulations on registration and transfer of ownership of securities issued by the Chief Executive Officer of VSD.

Chapter IV

IMPLEMENTATION

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

2. Any amendments to this document shall be decided by Vest’s Chief Executive Officer with the approval of SSC.