Regulation on Registration of Securities Issuance to the Public, Listing Permits, and Securities Business Activity Permits (Decision No. 301/QĐ-UBCK)

REGULATION

On Registration of Securities Issuance to the Public, Issuance of Securities Listing Permits, and Issuance of Permits for Securities Business Activities and Services

(Issued pursuant to Decision No. 301/QĐ-UBCK dated May 09, 2006 by the Chairman of the State Securities Commission)

I. GENERAL PROVISIONS

1. The receipt, verification, and review of dossiers for registration of securities issuance to the public, dossiers for issuance of listing permits, and dossiers for issuance of permits for securities business activities and services must be carried out in strict accordance with current regulations and the procedures specified in this Regulation.

2. Relevant units and individuals involved in the receipt, verification, review, and archiving of dossiers are responsible for performing their functions and duties promptly, honestly, and responsibly, while ensuring information confidentiality in accordance with the State's confidentiality regime. Any act of abusing assigned duties and responsibilities to create difficulties or harass businesses is strictly prohibited.

3. Allocation of functional units under the State Securities Commission (Functional Departments) to perform tasks of receiving and verifying dossiers is as follows:

• The Securities Issuance Management Department is responsible for receiving and verifying dossiers for registration of stock and bond issuance, dossiers for application for stock and bond listing permits; drafting content related to the dossier review process and publishing it on the State Securities Commission's Website after receiving approval opinions from the Commission's Leadership. Published information must be accurate and objective; it must not cause misunderstanding that affects the activities of public securities issuance, listing, the operations of units/organizations, or stock prices in the market.

• The Securities Business Management Department is responsible for receiving and verifying dossiers for application for securities business permits; issuing permits for the establishment and operation of representative offices; managing investment funds; dossiers for permission to establish investment funds and issuance of investment fund certificates to the public; dossiers for registration of listing of investment fund certificates; dossiers for registration of establishment of member funds; and dossiers for application for depository permits.

II. SPECIFIC PROVISIONS

1. Receipt of Dossiers

Dossiers for registration of securities issuance to the public, dossiers for application for securities listing permits; dossiers for application for securities business permits and securities market activities and services; dossiers for permission to establish investment funds and issuance of fund certificates to the public, registration of listing of fund certificates; and dossiers for registration of establishment of member funds sent to the State Securities Commission are centralized to the Functional Department for checking the dossier document list and performing receipt procedures.

In case the submitted dossier is incomplete or lacks documents compared to the prescribed regulations, the Functional Department shall send a written notice to the unit/organization requesting supplementary submissions.

2. Verification of Dossiers

After receiving the dossier, the Functional Department is responsible for promptly conducting a preliminary verification of the dossier and submitting it to the Leadership in charge of the sector.

• In cases where the dossier requires routine procedural or content supplements/edits to ensure compliance with legal regulations, the Functional Department shall draft a letter requesting the unit/organization to supplement or edit the dossier. The Head of the Functional Department has the authority, by delegation from the Chairman of the State Securities Commission (Chairman), to sign and send the letter to the unit/organization; the delegated signature letter must be sent to the Vice Chairman in charge of the sector for reporting.

• In exceptional cases, the Functional Department shall submit to the Leadership in charge of the sector for decision-making and signing to send to the unit/organization.

The time taken by the unit/organization to supplement or edit the dossier is not counted towards the dossier review period.

3. Compilation of Summary Reports

3.1.

After the dossier has been supplemented, edited, and preliminarily verified, the Functional Department is responsible for studying, analyzing the dossier, and compiling a Summary Report.

The Summary Report includes the following main contents:

• Completeness and validity of the dossier;
• Assessment of conditions for issuing certificates/permits;
• Financial analysis;
• Analysis of issuance/business plans;
• Opinions of the Functional Department regarding whether to issue or not issue the certificate/permit.

If opinions from other units (outside the State Securities Commission) are required regarding policy or regulatory issues, the Functional Department shall draft a request accompanied by a draft letter to the Leadership in charge of the sector for decision-making and signing to seek opinions from relevant units.

3.2.

After finalizing the dossier and the Summary Report, the Functional Department shall report to the Chairman of the Commission regarding submission to the Review Council (the Council).

For dossiers registering the issuance of additional stocks from equity capital sources; dossiers registering the issuance of stocks to pay dividends in shares or bonus shares; dossiers for changing or adding business forms of securities companies or fund management companies; and dossiers for transferring shares or capital contributions to foreign securities business organizations, the Functional Department is responsible for submitting to the Vice Chairman in charge of the sector for opinions on these dossiers and reporting to the Chairman of the Commission for consideration and decision, without needing to submit to the Review Council. In case of complex issues, additional opinions from the Inspectorate and the Legal Department may be sought, or the matter may be submitted to the Council for opinions.

3.3.

Based on the Chairman's directive, if there are no requirements for supplementary edits to the dossier from the unit/organization, the Functional Department shall send the Summary Report along with the dossier to the members of the Review Council. The dossier must be sent to members at least 03 working days before the Council meeting. In case the dossier involves complex issues requiring further consideration, this period may be extended, but not exceeding 05 working days.

In case copies of documents are needed, the Functional Department shall send a request to the Commission's Office for implementation.

4. Review Council

4.1.

The Review Council is responsible for evaluating the dossier and the Summary Report of the Functional Department, providing advice to the Chairman of the Commission on the decision to issue or not issue the certificate/permit.

4.2.

The Council consists of permanent and non-permanent members.

a) Permanent members of the Council include:

• Chairman of the Commission - Chairman of the Council;
• Vice Chairmen of the Commission - Vice Chairmen of the Council;
• Head of the Functional Department verifying the dossier - Member, Secretary of the Council;
• Chief Inspector - Member;
• Head of the Legal Department - Member.

b) Non-permanent members of the Council include other Functional Department Heads as decided by the Chairman of the Commission. In necessary cases, the Functional Department shall submit to the Chairman of the Council to convene non-permanent members to seek opinions on related issues.

4.3.

Council members shall consider the approval or disapproval of the dossier based on legal regulations within the time limit specified in point 3.3 of this Regulation. The opinions of Council members are recorded in the Dossier Evaluation Form according to Model No. 01 attached to this Regulation. In case of disapproval, Council members must clearly state the reasons.

5. Council Meetings

5.1.

The Chairman of the Commission has the right to convene meetings of the Review Council for dossiers.

In case the Chairman of the Commission is on an official trip and absent, the Vice Chairman in charge of the sector's work shall decide to convene the Council meeting. In case both the Chairman and the Vice Chairman in charge of the sector are on official trips and absent, another Vice Chairman in charge of the sector authorized to decide shall convene the Council meeting.

5.2.

A Council meeting for review must have at least 2/3 of the total Council members present. In case a Council member is on an official trip and absent from the meeting, they must send the Evaluation Form to the Chairman of the Council. The Council Secretary is responsible for compiling the Evaluation Forms, drafting the meeting minutes accurately and honestly, and bearing responsibility for the content implemented. The minutes are prepared in 02 copies, 01 copy stored at the Functional Department and 01 copy stored at the Office according to prescribed regulations.

In case the Council has differing opinions, the conclusion of the meeting is decided by the Chairman of the Council.

6. Completion of Certificate/Permit Issuance Procedures

6.1.

In case the dossier is approved, the Functional Department shall draft a letter to the Vice Chairman in charge of the sector to sign and issue a notification of the State Securities Commission's in-principle approval to the unit/organization, requiring the unit/organization to finalize the dossier and complete final procedures before receiving the certificate/permit (if applicable). Simultaneously, the Functional Department shall complete procedures related to the issuance of the certificate/permit in accordance with regulations; prepare the certificate/permit according to the Appendix of this Regulation and the finalized dossier for the Chairman of the Commission to sign.

6.2.

In case the dossier is not approved, the Functional Department shall draft a letter to the Vice Chairman in charge of the sector to sign and reply to the unit/organization explaining the reasons for the dossier's disapproval.

7. Publication of Certificates/Permits

7.1.

The Securities Issuance Management Department, in coordination with the Securities Trading Center, shall publicly publish the registration certificate for issuance on the information media of the State Securities Commission and the Securities Trading Center.

7.2.

The Securities Business Management Department, in coordination with the Securities Trading Center, shall publicly publish the securities business permit, the permit for establishing a fund management company, the permit for establishing an investment fund and issuing investment fund certificates to the public, and the depository permit.

7.3.

The Securities Trading Center where the unit/organization is permitted to list stocks and bonds; and which issues the registration certificate for listing of investment fund certificates, is responsible for publicly announcing the listing of the unit/organization on the Securities Trading Center's information media immediately after the unit/organization receives the certificate/permit.

The organization of listing publication is carried out by the Securities Trading Center in coordination with the listing organization.

8. Extension, Revocation, or Cancellation of Certificates/Permits

8.1.

In case extension of the certificate/permit is required, the Functional Department is responsible for submitting to the Vice Chairman in charge of the sector for opinions and reporting to the Chairman of the Commission for consideration and decision. In case opinions from relevant units are required, the Functional Department shall proactively seek opinions from those units.

In case the certificate/permit needs to be revoked or canceled, the Functional Department is responsible for drafting a request to report to the Chairman of the Commission for submission to the Council for consideration and decision.

8.2.

Based on the opinions of the Commission's Leadership and the Council, the Functional Department shall draft the decision to extend/revoke the certificate/permit or the decision to cancel the certificate/permit for the Chairman of the Commission to sign.

9. Supervision of Certificate/Permit Implementation

The Functional Department and the Inspectorate are responsible for monitoring and supervising the unit/organization's implementation of the certificate/permit, and reporting to the Commission's Leadership on the results of the implementation of the certificate/permit in accordance with legal regulations.

III. IMPLEMENTATION ORGANIZATION

1. All provisions contrary to this Regulation are hereby abolished.

2. The addition and amendment of provisions in this Regulation are decided by the Chairman of the Commission./.