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CIRCULAR

PROVIDING GUIDELINES ON SAMPLE OF SHARE CERTIFICATE AND REGISTER OF SHAREHOLDERS IN SHAREHOLDING COMPANIES

To implement the Law on Enterprises and Decree 64/2002/ND-CP dated 19 June 2002 on Conversion of State Owned Enterprises into Shareholding Companies; the Ministry of Finance hereby provides the following guidelines on sample of share certificate in shareholding companies:

I. GENERAL PROVISIONS

1. Shareholding companies operating in accordance with the Law on Enterprises, including shareholding companies converted from State owned enterprises and new established shareholding companies shall be subject to this Circular.

2. Share certificates of a shareholding company are certificates issued by the shareholding company or book entries certifying the ownership of one or more shares held by shareholders contributing capital to the company.

3. The face value of a share certificate is the nominal value of shares stated in the share certificate. The value of each share stated in the share certificate shall be determined in accordance with the laws on shareholding companies, the company's charter and State regulations applicable to shareholding companies participating in the securities market. The value of one share of shareholding companies which have been converted from State owned enterprises and have not been listed in the securities market shall be provided for to be the nation-wire uniform value of one hundred thousand (100,000) dong.

4. A shareholding company shall only be permitted to issue a quantity of share certificates with the total aggregate face value equal to the total charter capital of the company and shall be responsible for designing and printing (or hiring another entity to print) its share certificates in accordance with the provisions of Section II bellows.

II. SPECIFIC PROVISIONS

1. Form of share certificates: Share certificates of a shareholding company may or may not indicate names and are printed in the form of a share certificate or a register of shareholders in the sample provided for in the appendix to this Circular.

2. Types of share certificates:

(a) Subject to the class of shares stated in the share certificates, the share certificates of a company shall be classified into the following two types:

 Free transferable share certificates are used for ordinary shares except for ordinary shares held founding shareholders for three years from the date of issuance of the certificate of business registration.

 Conditional transferable share certificates are used for ordinary shares held founding shareholders for three years from the date of issuance of the certificate of business registration; the following classes of preference shares: voting preference shares; redeemable preference shares; dividend preference shares; shares which employees are entitled to purchase at a preferential rate or with deferred payment in accordance with the provisions of clauses 1 and 2 of Article 27 of Decree 64/2002/ND-CP of the Government dated 19 June 2002 on Conversion of State Owned Companies into Shareholding Companies; other preference shares stipulated in the charter of the company and the laws.

(b) The colour of share certificates shall be selected by the company in order to distinguish between different types of share certificates and shall be specified in the charter of the company.

3. Items to be stated in share certificates:

A share certificate must contain the following main items:

 Name and office of the company;

 Number and date of issuance of the business registration certificate;

 Number of shares and classes of shares;

 Par value of each share and total par value of shares included in the share certificate;

 Name of shareholder in cases where the share certificate indicates the name;

 Summary of procedures for share assignment;

 Sample signature of the legal representative and seal of the company;

 Registration number in the register of shareholders of the company and date of issuance of the share certificate;

 Preference share certificates shall also include form of preference and conditions for transfer.

 With respect to share certificates held by foreign investors, the items stated in share certificates shall be written fully in two languages: Vietnamese and English.

4. Guidelines on the method of stating main items in share certificates:

 Name of company: specifying the registered name in the certificate of business registration.

 Head office of the company: specifying the address of the place in which the head office of the company is located.

 Name of shareholder:

+ With respect to State owned share certificates of shareholding companies, specifying the name of body representing the share of State owned capital in accordance with the laws.

+ With respect to share certificates held by legal entities, specifying the name of enterprise or organization contributing capital.

+ With respect to share certificates held by individuals, specifying the name of person contributing capital.

 Form of preference: specifying the form of preference provided for in articles 55, 56, 57 and 59 of the Law on Enterprises and clauses 1 and 2 of article 27 of Decree 64/2002/ND-CP of the Government dated 19 June 2002 on Conversion of State Owned Enterprises into Shareholding Companies. In the case of dividend preference shares, specifying the rate of dividend to be paid as stipulated in article 56 of the Law on Enterprises.

 Conditions for transfer: subject to the form of preference, specifying conditions for transfer of shares. These items shall be stated by the enterprise in share certificates at the same time, as specifying in the register of shareholders as stipulated in article 60 of the Law on Enterprises.

 Date of issuance of share certificates: Date of issuance stated in share certificates shall be the date on which the shareholding company issues share certificates to shareholders which are signed and affixed with a seal by the legal representative of the company.

5. Share certificates which have been printed and distributed by the State Treasury to shareholding companies or share certificates which have been printed by shareholding companies in accordance with the Law on Enterprises before this Circular becomes effective shall remain in force for circulation.

III. ORGANIZATION OF IMPLEMENTATION

This Circular shall be of full force and effect fifteen (15) days from the date of publication in the Official Gazette.

Legal instruments providing guidelines on sample of share certificates to shareholding companies which are inconsistent with this Circular are hereby repealed.

Any problems arising during the implementation should be reported to the Ministry of Finance for consideration and resolution.