MINISTRY OF FINANCE

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness

No. 19/2025/TT-BTC
Hanoi, May 05, 2025

CIRCULAR

Regulating the registration of public companies, cancellation of public company status, and audit reports on contributed charter capital

Pursuant to the Securities Law No. 54/2019/QH14 dated November 26, 2019; Pursuant to Law No. 56/2024/QH15 dated November 29, 2024, amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Law on Management and Use of Public Assets, Tax Administration Law, Personal Income Tax Law, National Reserve Law, and Law on Handling of Administrative Violations; Pursuant to Government Decree No. 29/2025/NĐ-CP dated February 24, 2025, regulating the functions, tasks, powers, and organizational structure of the Ministry of Finance; At the request of the Chairman of the State Securities Commission; The Minister of Finance issues this Circular regulating the registration of public companies, cancellation of public company status, and audit reports on contributed charter capital.

CHAPTER I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular regulates point a, clause 7, point b, clause 11, point b, clause 12, point b, clause 15, Article 1 of Law No. 56/2024/QH15 dated November 29, 2024, amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Law on Management and Use of Public Assets, Tax Administration Law, Personal Income Tax Law, National Reserve Law, and Law on Handling of Administrative Violations (hereinafter referred to as Law No. 56/2024/QH15), and clause 2, Article 33 of the Securities Law No. 54/2019/QH14 dated November 26, 2019.

Article 2. Subjects of Application

1. Organizations and individuals participating in the process of preparing, confirming the dossier for public company registration, cancellation of public company status, and preparing and auditing the report on contributed charter capital.
2. Vietnam Securities Depository, Ho Chi Minh City Stock Exchange, Hanoi Stock Exchange, Vietnam Clearing and Depository Corporation.
3. Other relevant agencies, organizations, and individuals.

Article 3. General Regulations

1. Dossiers for public company registration, dossiers, and report documents for cancellation of public company status specified in this Circular shall be submitted and returned directly, sent via postal service, or through the online public service system according to the guiding documents of the Ministry of Finance.

2. Dossiers for public company registration, dossiers, and report documents for cancellation of public company status must be prepared in writing as one original set in Vietnamese. In case documents in the dossier or report documents are copies, they must be copies from the original register or certified. Dossiers and documents must ensure clear, accurate, truthful, non-misleading information and contain all important content affecting the decision of the state management agency.

Documents prepared in a foreign language must be submitted with a certified translation into Vietnamese by a competent authority. Documents issued or confirmed by a foreign competent authority must be consular legalized within 06 months from the date the agency receiving the dossier, report documents receives the documents.

3. Organizations and individuals participating in the process of preparing dossiers for public company registration, dossiers, and documents for cancellation of public company status, and reports on contributed charter capital up to the time of registration for initial public offering of shares must bear legal responsibility for the legality, accuracy, truthfulness, and completeness of the dossier. Organizations and individuals participating in confirming dossiers and documents must bear legal responsibility within the scope related to that dossier.

4. The State Securities Commission confirms the completion of public company registration and notifies the cancellation of public company status based on the provided dossiers and report documents; it does not bear responsibility for violations by organizations or individuals occurring before and after the submission of a valid dossier. A valid dossier is one that has all required papers and the content of those papers is fully declared according to legal regulations and the provisions of this Circular.

CHAPTER II

AUDIT REPORTS ON CONTRIBUTED CHARTER CAPITAL

Article 4. Audit reports on contributed charter capital

Audit reports on contributed charter capital are used in dossiers for registration for initial public offering of shares and dossiers for public company registration as follows:

1. The report on contributed charter capital is prepared according to the model at Appendix No. 01 issued with this Circular.

The period for preparing the report on contributed charter capital is at least 10 years from the time of registration for initial public offering of shares or the time of public company registration. In case the organization registering for initial public offering of shares or public company registration has an operation period of less than 10 years, the period for preparing the report on contributed charter capital is calculated from the time of establishment. In the case of a joint stock company converted from a state-owned enterprise with an operation period of less than 10 years, the period for preparing the report on contributed charter capital is calculated from the time of issuance of the first enterprise registration certificate for the joint stock company.

2. The audit of the report on contributed charter capital must be implemented according to current legal regulations to provide an opinion on the truthfulness and reasonableness of the owner's contributed capital indicator.

3. The audit opinion on the report on contributed charter capital must be an unqualified audit opinion. In case the audit opinion is an unqualified opinion with an emphasis of matter or other matter, the organization registering for initial public offering of shares or public company registration must provide explanations and have confirmation from the independent audit organization.

CHAPTER III

PUBLIC COMPANY REGISTRATION

Article 5. Procedure and formalities for public company registration

1. Joint stock companies specified at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15 must submit dossiers for public company registration to the State Securities Commission within 90 days from the date the company completes capital contribution and has a shareholder structure meeting the regulations at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15.

2. The State Securities Commission is responsible for confirming the completion of public company registration according to clause 3, Article 32 of the Securities Law No. 54/2019/QH14.

3. In case the dossier needs amendment and supplementation to ensure completeness and validity, the State Securities Commission sends a written document to the joint stock company registering for public company registration stating the content of the required amendment and supplementation.

Within 60 days from the date the State Securities Commission requests amendment and supplementation of the dossier, the company completes the dossier according to the request. After this period, if the joint stock company registering for public company registration does not complete the dossier, the State Securities Commission stops the consideration of the public company registration dossier. The Board of Directors and the legal representative of the company are responsible for reviewing the public company conditions according to regulations. In case the conditions are met, the company submits a new dossier for public company registration according to regulations; in case the conditions are not met, the Board of Directors and the legal representative of the company must report at the next General Meeting of Shareholders and bear legal responsibility.

4. During the time the dossier is being considered, the organization or individual submitting the dossier has the obligation to amend and supplement the dossier when discovering inaccurate or missing information or when important content required to be in the dossier according to legal regulations changes, or when it is necessary to provide explanations on issues that may cause misunderstanding.

5. The consideration period is calculated from the date the State Securities Commission receives the complete and valid dossier. Amended and supplemented documents must be signed by those who signed in the dossier or by those with the same position as those persons or by the legal representative of the company.

Article 6. Dossiers for public company registration

1. Dossiers for public company registration include:

a) Public company registration form according to the model specified at Appendix No. 02 issued with this Circular;

b) Company charter according to the regulations of the Enterprise Law and the draft company charter applied for the public company according to regulations in case the current charter of the company does not meet regulations for public companies;

c) Enterprise registration certificate or equivalent legal documents;

d) Information disclosure document about the public company according to the model specified at Appendix No. 03 issued with this Circular;

d) The most recent annual financial report of the joint stock company audited by an independent audit organization. In case the company increases charter capital after the end of the most recent fiscal year, the company must supplement the most recent period financial report audited or reviewed; The most recent period is calculated from the start of the next fiscal year to the time of completing the charter capital change;

e) Audit report on contributed charter capital up to the time of public company registration according to Article 4 of this Circular;

g) Shareholder list according to the model specified at Appendix No. 04 issued with this Circular; In case of changes, the company is responsible for updating and sending to the State Securities Commission.

2. Dossiers for public company registration formed after enterprise split, separation, merger

a) In case the company before split, separation, merger was not a public company, the dossier for public company registration formed after enterprise split, separation, merger includes documents specified at points a, b, c, d, g, clause 1 of this Article and the following documents:

Audit report on contributed charter capital by an independent audit organization of the company before the time of split, separation; audit report on contributed charter capital by an independent audit organization of the companies before the time of enterprise merger; audit report on contributed charter capital by an independent audit organization of the joint stock company formed after enterprise split, separation, merger according to point e, clause 1 of this Article.

The most recent annual financial report of the joint stock company formed after enterprise split, separation, merger audited by an independent audit organization. In case at the time of submitting the public company registration dossier, the company does not have the most recent annual financial report because the operation time is not enough for one fiscal year according to regulations, the audited most recent annual financial report in the public company registration dossier is replaced by the audited or reviewed most recent period financial report together with the audited most recent annual financial report of the companies before split, separation, merger.

b) In case the company before enterprise split was a public company, the dossier for public company registration formed after enterprise split includes documents specified at points a, b, c, d, g, clause 1 of this Article and the following documents:

Audit report on contributed charter capital by an independent audit organization of the joint stock company formed after enterprise split calculated from the time of enterprise split to the time of public company registration according to Article 4 of this Circular.

The most recent annual financial report of the joint stock company formed after enterprise split audited by an independent audit organization. In case at the time of submitting the public company registration dossier, the company does not have the most recent annual financial report because the operation time is not enough for one fiscal year according to regulations, the audited most recent annual financial report in the public company registration dossier is replaced by the audited or reviewed most recent period financial report.

c) In case the joint stock company registers for public company status after implementing share issuance through share exchange according to the enterprise merger contract and has been issued a certificate for offering by the State Securities Commission, the dossier for public company registration includes documents according to points a, b, c, d, g, clause 1 of this Article and the report on share issuance results for exchange.

3. Dossiers for public company registration formed after enterprise consolidation include documents specified at points a, b, c, d, g, clause 1 of this Article and the following documents:

a) Audit report on contributed charter capital by an independent audit organization of the receiving companies, the merged company before the time of enterprise consolidation and the joint stock company formed after enterprise consolidation according to Article 4 of this Circular.

b) The most recent annual financial report of the joint stock company formed after consolidation audited by an independent audit organization. In case the joint stock company formed after consolidation registers for enterprise after the end of the most recent fiscal year, the joint stock company formed after consolidation must supplement the audited or reviewed most recent period financial report and the audited most recent annual financial report of the receiving company, merged company.

CHAPTER IV

CANCELLATION OF PUBLIC COMPANY STATUS

Article 7. Cases of cancellation of public company status

A public company is cancelled from public company status when falling into one of the cases specified at clause 1, Article 38 of the Securities Law No. 54/2019/QH14 amended and supplemented at clause 15, Article 1 of Law No. 56/2024/QH15.

Article 8. Cancellation of public company status for companies not meeting public company conditions

1. Procedure and formalities for cancellation of public company status

a) Within 15 days from the date of no longer meeting one of the conditions specified at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, the public company is responsible for sending to the State Securities Commission a written notification together with the shareholder list provided by the Vietnam Clearing and Depository Corporation or self-prepared by the company for public companies that have not registered shares at the Vietnam Clearing and Depository Corporation or the audited most recent annual financial report. The company must fully implement regulations related to public companies until the time the State Securities Commission notifies the cancellation of public company status according to clause 3, Article 38 of the Securities Law No. 54/2019/QH14.

Public companies are responsible for disclosing information about not meeting one of the conditions specified at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15 according to regulations on unusual information disclosure at point r, clause 1, Article 11 of Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market or amended, supplemented, or replaced documents (if any).

b) After 01 year from the date of no longer meeting one of the conditions specified at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, if the company still does not meet the condition of being a public company, the public company sends the dossier for cancellation of public company status according to clause 2 of this Article to the State Securities Commission.

c) In case the dossier needs amendment and supplementation to ensure completeness and validity, the State Securities Commission sends a written document to the public company stating the content of the required amendment and supplementation.

d) Within 15 days from the date of receiving the complete and valid dossier, the State Securities Commission considers the cancellation of public company status and notifies the cancellation of public company status to the enterprise, and simultaneously discloses information on the information disclosure media of the State Securities Commission.

d) Within 07 days from the date of receiving the notification from the State Securities Commission about the cancellation of public company status, the company is responsible for notifying the cancellation of public company status on the company's electronic information page, the information disclosure media of the State Securities Commission, the Stock Exchange where the company's shares are listed or registered for trading, and implements procedures for cancellation of listing and cancellation of registration for trading according to legal regulations.

2. Dossiers for cancellation of public company status include documents according to regulations at Article 39 of the Securities Law No. 54/2019/QH14 amended and supplemented at clause 16, Article 1 of Law No. 56/2024/QH15.

3. In case the public company does not send dossiers, report documents to the State Securities Commission according to clause 1 of this Article, the State Securities Commission bases on the shareholder list provided by the Vietnam Clearing and Depository Corporation or the audited most recent annual financial report of the company to consider the cancellation of public company status, specifically as follows:

a) After receiving the shareholder list provided by the Vietnam Clearing and Depository Corporation about the company no longer meeting shareholder conditions according to point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, the State Securities Commission notifies the public company about not meeting public company conditions according to regulations.

After 01 year from the date the company does not meet shareholder conditions according to point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, if the company still does not meet public company conditions according to the shareholder list provided by the Vietnam Clearing and Depository Corporation, within 15 days, the State Securities Commission considers the cancellation of public company status, notifies the company and the Stock Exchange where securities are listed or registered for trading, and simultaneously discloses on the information disclosure media of the State Securities Commission.

b) Based on the audited most recent annual financial report of the public company, in case the company no longer meets capital conditions according to point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, the State Securities Commission notifies the public company about not meeting public company conditions according to regulations.

After 01 year from the date the company does not meet capital conditions according to point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14 amended and supplemented at point a, clause 11, Article 1 of Law No. 56/2024/QH15, based on the audited most recent annual financial report of the company, if the company still does not meet capital conditions for public companies, within 15 days, the State Securities Commission considers the cancellation of public company status, notifies the company and the Stock Exchange where securities are listed or registered for trading, and simultaneously discloses on the information disclosure media of the State Securities Commission.

Article 9. Cancellation of public company status for cases of not meeting public company conditions due to reorganization, dissolution, bankruptcy of enterprises

1. Cancellation of public company status for cases of not meeting public company conditions after separation, receiving enterprise merger.

a) Public companies after separation, receiving enterprise merger that do not meet public company conditions are cancelled from public company status according to point a, clause 1, clause 2, Article 38 of the Securities Law No. 54/2019/QH14 amended and supplemented at clause 15, Article 1 of Law No. 56/2024/QH15.

Procedure, formalities, and dossiers for cancellation of public company status for cases of not meeting public company conditions after separation, receiving enterprise merger are implemented according to clause 1, clause 2, Article 8 of this Circular.

b) In case the General Meeting of Shareholders of the public company after separation, receiving enterprise merger has a decision to cancel public company status, it is implemented according to point a, b, clause 2, Article 13 of this Circular.

2. Cancellation of public company status for cases of not meeting public company conditions after split, being merged, being consolidated enterprise.

a) Public companies implement reports, information disclosure about split, being merged, being consolidated enterprise according to legal regulations on information disclosure on the securities market.

b) Procedure and formalities for cancellation of public company status:

Within 15 days from the date the legal status of the company is updated on the National Portal for Enterprise Registration or receiving notification from the competent authority, the State Securities Commission considers the cancellation of public company status, notifies the company, and simultaneously discloses on the information disclosure media of the State Securities Commission.

3. Cancellation of public company status for cases of not meeting public company conditions due to conversion of enterprise type from joint stock company to limited liability company.

a) Public companies implementing conversion of enterprise type must implement reports, information disclosure according to legal regulations on information disclosure on the securities market.

Within 7 days from the date of receiving the enterprise registration certificate, the limited liability company converted from a joint stock company that is a public company must send a notification together with the enterprise registration certificate to the State Securities Commission.

b) Within 15 days from the date of receiving the report of the limited liability company converted from a joint stock company that is a public company specified at point a, clause 3 of this Article, the State Securities Commission considers the cancellation of public company status, notifies the company, and simultaneously discloses on the information disclosure media of the State Securities Commission.

4. Cancellation of public company status for cases where the public company is dissolved, bankrupt, or has the Enterprise Registration Certificate revoked.

Within 15 days, from the date of receiving information on the National Portal for Enterprise Registration about one of the legal statuses of the enterprise including "Enterprise Registration Certificate revoked due to compulsory tax management", "undergoing dissolution procedures", "undergoing bankruptcy procedures", "dissolved, bankrupt, ceased existence", or receiving Decision, document from the competent state authority notifying the dissolution, bankruptcy, or revocation of the Enterprise Registration Certificate of the public company, the State Securities Commission notifies the cancellation of public company status, and simultaneously discloses information on the electronic information page of the State Securities Commission.

Article 10. Cancellation of public company status for cases where the public company does not implement information disclosure for 02 consecutive years about audited annual financial reports

After 30 days from the date of ending the deadline for information disclosure of audited annual financial reports according to regulations at Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market or replaced, amended, supplemented documents (if any), if the public company does not implement information disclosure for 2 consecutive years about audited annual financial reports, the State Securities Commission notifies the cancellation of public company status, notifies the company and the Stock Exchange where shares are listed or registered for trading, and simultaneously discloses on the information disclosure media of the State Securities Commission.

Article 11. Cancellation of public company status for cases where the public company does not implement information disclosure for 02 consecutive years about the resolution of the Annual General Meeting of Shareholders

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After 30 days from the end of the deadline for convening the annual general meeting of shareholders as prescribed by the Enterprise Law, if a public company has not published information for two consecutive years regarding the resolutions of the annual general meeting of shareholders, the State Securities Commission shall notify the cancellation of its public company status, notify the company and the stock exchange where its securities are listed or registered for trading, and simultaneously publish this on the information publication media of the State Securities Commission.

Article 12. Cancellation of public company status in cases where a public company fails to comply with regulations on registering shares at the Vietnam Securities Depository and Clearing Corporation, or fails to list or register for trading shares on the securities trading system

Within 01 year from the date the State Securities Commission confirms the completion of public company registration or from the date the end of the public offering, if a public company fails to register shares at the Vietnam Securities Depository and Clearing Corporation or fails to list or register for trading shares on the stock exchange, it shall be subject to cancellation of public company status, specifically as follows:

1. The Vietnam Securities Depository and Clearing Corporation and the Vietnam Stock Exchange shall report to the State Securities Commission regarding cases where public companies fail to register shares, list, or register for trading within 01 year from the date the State Securities Commission confirms the completion of public company registration or from the date the end of the public offering.

2. After 15 days from the date of receiving the report from the Vietnam Securities Depository and Clearing Corporation or the Vietnam Stock Exchange, the State Securities Commission shall consider the cancellation of public company status, notify the company, the Vietnam Securities Depository and Clearing Corporation, and the stock exchange, and simultaneously publish this on the information publication media of the State Securities Commission.

Article 13. Cancellation of public company status for public companies whose shares were listed or registered for trading before January 01, 2021

1. Public companies whose shares were listed or registered for trading before January 01, 2021, which still meet the conditions prescribed by the Securities Law No. 70/2006/QH11, amended and supplemented by Law No. 62/2010/QH12 and detailed implementation documents, but fail to meet the provisions at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended at point a, clause 11, Article 1 of Law No. 56/2024/QH15, by January 01, 2026, shall be subject to cancellation of public company status according to the provisions at point a, clause 1, clause 2, Article 38 of the Securities Law No. 54/2019/QH14, as amended at clause 15, Article 1 of Law No. 56/2024/QH15. The dossier and procedures for cancellation of public company status shall be implemented according to the provisions at clause 1, clause 2, Article 8 of this Circular.

2. In the case where a public company whose shares were listed or registered for trading before January 01, 2021, still meets the conditions prescribed by the Securities Law No. 70/2006/QH11, amended and supplemented by Law No. 62/2010/QH12 and detailed implementation documents, but fails to meet the provisions at point a, clause 1, Article 32 of the Securities Law No. 54/2019/QH14, as amended at point a, clause 11, Article 1 of Law No. 56/2024/QH15, and the General Meeting of Shareholders has a resolution to cancel public company status before January 01, 2026, the cancellation of public status shall be implemented as follows:

a) The public company shall submit the dossier for cancellation of public company status to the State Securities Commission according to the provisions at clause 2, Article 8 of this Circular, along with the resolution of the General Meeting of Shareholders on the cancellation of public company status;

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b) Within 15 days from the date of receiving a complete and valid dossier for cancellation of public company status, the State Securities Commission shall implement the cancellation of public company status, notify the company and the stock exchange where its securities are listed or registered for trading, and simultaneously publish this on the information publication media of the State Securities Commission.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 14. Effectiveness

1. This Circular takes effect from the date of issuance.

2. Repeal clause 4, Article 1, Article 6, Article 7, and Article 8 of Circular No. 118/2020/TT-BTC dated December 31, 2020, of the Minister of the Ministry of Finance guiding certain contents on securities offering, issuance, public tender offer, share repurchase, public company registration, and cancellation of public company status.

3. The State Securities Commission, the Vietnam Stock Exchange, the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, public companies, public company registration companies, organizations offering initial public offerings of shares to the public, and related organizations and individuals are responsible for implementing this Circular.

For distribution:

• Central Secretariat of the Communist Party of Vietnam;
• Prime Minister and Deputy Prime Ministers;
• Central Office and Party Boards;
• Office of the General Secretary;
• National Assembly Office;
• Office of the President;
• Government Office;
• Supreme People's Procuracy;
• Supreme People's Court;
• State Audit Office;
• Ministries, ministerial-level agencies, and agencies under the Government;
• Central organs of mass organizations;
• National Assembly Committee on Ethnic Minorities and Committees under the National Assembly;
• People's Councils and People's Committees of provinces and centrally run cities;
• Document Inspection Department - Ministry of Justice;
• Official Gazette;
• Government Electronic Portal;
• Ministry of Finance Electronic Portal;
• State Securities Commission Electronic Portal;
• Units under the Ministry of Finance;
• Store: VT, UBCK (180 copies).

FOR THE MINISTER
HEAD

Tran Quoc Phuong

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Appendix No. I

TEMPLATE REPORT ON CONTRIBUTED CHARTER CAPITAL

(Accompanying Circular No. 19/2025/TT-BTC dated May 05, 2025, of the Minister of the Ministry of Finance)

REPORTING UNIT

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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
..., day ... month ... year ...

REPORT ON CONTRIBUTED CHARTER CAPITAL

From day ... month ... year to day ... month ... year ...

TT	Time	Content	Explanation	Number of shares	Contributed capital (at par value)	Share premium	Total	Contributed capital after increase/decrease
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
1	.../.../...	Opening balance of reporting period/Contributed capital at establishment	6.1
2		Increase/decrease of capital in the reporting period	6.2
	.../.../...	Increase/decrease of capital	6.2.1
	.../.../...	Increase/decrease of capital	....
		....	....
3	.../.../...	Closing balance of reporting period	6.3

Note:

• (2): The Company presents the increase or decrease of capital in chronological order of occurrence. The time displayed in this column is the date of issuance of the Enterprise Registration Certificate for each capital change.
• (5): In cases where, at the time of capital contribution at establishment or increase/decrease of capital, the Company does not operate under the joint stock company model, this column is not entered.
• (8): Equal to Contributed capital (at par value) plus (+) Share premium.
• Capital reduction is recorded as a negative number in parentheses: (...).

PREPARED BY
(signature, full name)

CHIEF ACCOUNTANT
(signature, full name)

LEGAL REPRESENTATIVE
(signature, full name, seal)

2

EXPLANATORY NOTES ON REPORT ON CONTRIBUTED CHARTER CAPITAL
From day ... month ... year ... to day ... month ... year ...

1. General information
a) Capital ownership form
Joint stock company ........... (hereinafter referred to as "the Company") is a joint stock company established and operating under Enterprise Registration Certificate (ERC) No........ issued for the first time on day.... month....year......
During its operation, the Company has been issued an amended ERC by the Business Registration Authority ........ for .......... times. The most recent amendment is the ......th time, issued on day...... / ...... / ......

b) Main business lines [state the main business lines as of the date of report preparation]
c) Company structure [as of the date of report preparation]
d) Other information (If any)

2. Purpose of report preparation

3. Accounting standards and accounting regime applied
Accounting regime applied
The Company applies the enterprise accounting regime issued by the Ministry of Finance [The Company presents according to the accounting regime applied by the company, for example: The Company applies the enterprise accounting regime issued according to Circular No. 200/2014/TT-BTC dated December 22, 2014, of the Minister of the Ministry of Finance and Circular No. 53/2016/TT-BTC dated March 21, 2016, amending and supplementing certain articles of Circular No. 200/2014/TT-BTC].

Declaration of compliance with Accounting Standards and Accounting Regime
The Company applies accounting standards and accounting regimes that enterprises are allowed to apply according to legal regulations and documents guiding the implementation of accounting standards and regimes. The Report on contributed charter capital is prepared and presented in accordance with relevant provisions of accounting standards, circulars guiding the implementation of standards and accounting regimes, and relevant legal regulations on the preparation of the contributed charter capital report, including Circular No. [Number of the Circular].

4. Accounting policies applied

5. Recognition and presentation of owner's contributed capital
- The situation of capital contribution at establishment, increase/decrease of contributed charter capital is recognized according to accounting standards, accounting regimes, accounting policies applied, other relevant legal documents, and capital contribution, increase/decrease of charter capital dossiers and documents of the Company.

- The Board of Directors/General Director of the Company is responsible for the recognition and presentation of owner's contributed charter capital in the Report on contributed charter capital for the period from day…./…./…. to day…./…./…., and is also responsible for the completeness, accuracy, truthfulness, and reasonableness of the information and data presented in the Report on contributed charter capital, including: Opening balance of reporting period/Contributed capital at establishment, data related to the process of increase/decrease of charter capital, closing balance of reporting period, and Explanatory Notes on the Report on contributed charter capital for the period from day…./…./…. to day…./…./…..

6. Additional information for items presented in the Report on contributed charter capital

6.1. Opening balance of reporting period/Contributed capital at establishment

a. For enterprises with an operating period of less than 10 years: The data presented is the owner's contributed capital item at the time of enterprise establishment.

Contributed capital at establishment on day…./…./……

Legal basis

Minutes/Resolutions …..of contributing members/founding shareholders regarding capital contribution at establishment;

First ERC No. …… dated …./…./…… issued by the Business Registration Authority……, in which the charter capital is recorded in the ERC as…….;

Company Charter dated day…month…year…., in which the charter capital is recorded in the Charter as…………;

Register of members/shareholders of the Company established on day …./…./…… which includes ….. contributing members/founding shareholders;

Other relevant legal documents (specify in detail if any).

Detailed capital contribution:

Number of contributing members/founding shareholders: …. members/shareholders

Date of commencement of capital contribution: ………

Date of completion of capital contribution: ………

Capital contribution information: Details in Appendix No. 1.1 attached to the Report.

b. For enterprises with an operating period of 10 years or more, the opening balance of the Report on contributed charter capital is the balance of the owner's contributed capital item at the beginning of the reporting period with a minimum reporting period of 10 years.

Example: The Company's financial year starts from January 01, 2025; The current date is March 15, 2025, the opening balance of the Report on contributed charter capital is the balance of owner's contributed capital at the time of January 01, 2013 in the case where the period for the enterprise to prepare the report on contributed charter capital is 12 years.

**Opening balance of reporting period on day.../.../....**

**Basis for recognizing opening balance**

Documents related to the most recent increase/decrease of capital before the beginning of the reporting period of the Report on contributed charter capital include:

- Minutes/Resolutions ....of contributing members/shareholders (if any);
- ERC No....... dated .../.../...... issued by the Business Registration Authority......, in which the charter capital is recorded in the ERC as........;
- Company Charter dated day...month...year..... , in which the charter capital is recorded in the Charter as..............;
- Register of members/shareholders of the Company established on day .../.../.... which includes ..... contributing members/shareholders;
- Annual financial report of the Company;
- Other relevant legal documents (specify in detail if any);

**Detailed capital contribution on day.../.../...**: Details in *Appendix No. I.2* attached to the Report.

**6.2. Increase/decrease of capital in the reporting period**

From .../.../... to .../.../..., the Company had ....... rounds of charter capital increase and ...... rounds of charter capital decrease. Details as follows [The Company presents each increase/decrease of capital in chronological order of occurrence]:

**6.2.1. Increase/decrease of capital round...... time.................**

*a. Legal basis*

- Minutes/Resolutions ..... related to increase/decrease of capital;
- ERC No..... number ...... issued on day .../.../...... by the Business Registration Authority ......, in which the charter capital is recognized as........;
- Company Charter dated day...month...year....., in which the charter capital is recorded in the Charter as..............;
- Register of members/shareholders of the Company established on day .../.../.... which includes ..... contributing members/shareholders.

*b. Details of increase/decrease of capital*

Charter capital before increase/decrease: ..... VND

Charter capital increased/decreased: ..... VND
Charter capital after increase/decrease: ..... VND
Increase/decrease plan and adjustment (if any)
Number of members/shareholders before increase/decrease: .... members/shareholders
Number of members/shareholders after increase/decrease: ...... members/shareholders
Time of commencement of increase/decrease: ......
Time of completion of increase/decrease: ......
Information related to capital increase: Details in *Appendix No. I.3* attached to the Report.

**Detailed information related to capital reduction:......**

[The Company supplements information related to the capital reduction round based on the Company's capital reduction dossier]

Other information (if any): [The Company supplements information related to the capital increase/decrease round based on the Company's capital increase/decrease dossier, accounting books, and capital increase/decrease documents].

**6.3. Closing balance of reporting period**

Contributed charter capital on day........./........./......... is .............. VND, details in *Appendix No. I.2* attached to the Report.

**7. Events arising after the end of the reporting period [day.../.../...]**

**8. Other additional information (if any).**

........, day ...... month ...... year .......

| PREPARED BY | CHIEF ACCOUNTANT | LEGAL REPRESENTATIVE |
|------------|------------------|--------------------------------|
| *(signature, full name)* | *(signature, full name)* | *(signature, full name, seal)* |

6

REPORTING UNIT

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

……, day ……month……year……

Appendix No. I.1
DETAILS OF CAPITAL CONTRIBUTION AT ESTABLISHMENT IN EXPLANATORY NOTE NO. …. OF REPORT ON CONTRIBUTED CHARTER CAPITAL

TT	Name of shareholder/contributing member	Position (If any)	Number of shares owned	Value of capital contribution	Ownership ratio (%)	Method of capital contribution	Contributed assets	Capital contribution documents	Notes
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)
1
2
	……
Total

……, day …… month …… year ……

PREPARED BY
(signature, full name)

CHIEF ACCOUNTANT
(signature, full name)

LEGAL REPRESENTATIVE
(signature, full name, seal)

(4) In cases where, at the time of capital contribution, the Company does not operate under the joint stock company model, this column does not need to be entered.

(7) Method of capital contribution: Contribution in cash; contribution in assets or other methods of capital contribution (specify in detail if any).

(8) Contributed assets: Detailed explanation including the type of assets, quantity, and value of each type of contributed assets of each contributing member/shareholder.

(9) Capital contribution documents: List in detail the related documents: for example: Receipt No.…, date…/…/…, amount…., Bank credit advice/statement/account number… of the bank on day …/…/……, Minutes of handover of contributed assets on day…/…/…, documents on valuation of contributed assets…, documents on ownership rights of assets requiring registration of ownership rights, or other documents related to capital contribution (if any).

7

REPORTING UNIT

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

……, day ……month……year……

Appendix No. I.2
DETAILS OF OWNER'S CAPITAL CONTRIBUTION ON DAY …./…./…… ACCORDING TO EXPLANATORY NOTE NO. ….. OF REPORT ON CONTRIBUTED CHARTER CAPITAL

STT	Shareholder/contributing member	Number of shares	Value of capital contribution	Ratio (%)
(1)	(2)	(3)	(4)	(5)
	Total

……, day …… month …… year ……

PREPARED BY
(signature, full name)

CHIEF ACCOUNTANT
(signature, full name)

LEGAL REPRESENTATIVE
(signature, full name, seal)

(3) In cases where the company does not operate under the joint stock company model, this column does not need to be entered.

8

REPORTING UNIT

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness

……, day ……month……year……

Appendix No. I.3
DETAILS OF CAPITAL INCREASE ROUND …. IN EXPLANATORY NOTE NO. …. OF REPORT ON CONTRIBUTED CHARTER CAPITAL

TT	Name of shareholder/contributing member	Position (If any)	Related person information (if any)	Number of shares	Capital contributed in this round	Ratio (%)	Method of capital contribution	Contributed assets	Capital contribution documents	Notes
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)
1
	………
Total

……, day …… month …… year ……

PREPARED BY
(signature, full name)

CHIEF ACCOUNTANT
(signature, full name)

LEGAL REPRESENTATIVE
(signature, full name, seal)

(4) Related person: Explain according to the provisions of current law.

(5) In cases where the company does not operate under the joint stock company model, this column does not need to be entered.

(8) Method of capital contribution: Contribution in cash, contribution in assets, or other methods of capital contribution (specify in detail if any).

(9) Contributed assets: Detailed explanation including the type of assets, quantity, and value of each type of contributed assets of each contributing member/shareholder.

(10) Capital contribution documents: List in detail the related vouchers: for example: Receipt No.…, date…/…/…, amount…., Bank credit advice/statement/account number… of the bank on day …/…/……, Minutes of handover of contributed assets on day…/…/…, documents on valuation of contributed assets…, documents on ownership rights of assets requiring registration of ownership rights, or other documents related to capital contribution (if any). ---