Chương 4 Nghị định 01/2010/NĐ-CP: Nghĩa vụ của tổ chức chào bán cổ phần riêng lẻ

Chapter IV

OBLIGATIONS OF PLACING INSTITUTIONS

Article 10. Obligations of a placing institution upon private placement of shares

1. Within 90 days before or during the private placement of shares, to refrain from advertising the placement on the mass media, except cases of information disclosure under the securities law and relevant legal documents. The information disclosure must not contain details which purport to advertise the private placement of shares or solicit interested parties.

2. To send to a competent state agency a dossier of registration for private placement of shares under Articles 8 and 9 of this Decree; to modify or supplement its dossier at the request of the competent state agency before conducting the placement. Past 15 days after the time limit prescribed in Clause 2. Article 7 of this Decree, if the placing institution receives no opinions of the competent state agency, it may privately place shares according to the registered dossier.

3. To provide information on the placement to investors according to Appendix II to this Decree (not printed herein).

4. To organize the placement according to the plan registered with the competent state agency.

5. Securities purchase payment must be transferred to a frozen account at a commercial bank until the placement is completed.

6. Public companies shall, apart from complying with Clauses I. 2, 3. 4 and 5 of this Article, comply with the securities law.

Article 11. Obligations of a placing institution after a private placement of shares

1. Within 10 days after the placement is completed, to send a report on placement results and a list of shareholders (made according to a set form provided in an appendix to this Decree. not printed herein) to a competent state agency, and concurrently publish placement results on its website (if any).

2. To use capital mobilized from the placement according to the approved plan under Clause 2, Article 8 of this Decree. In case the capital use purpose changes, it shall disclose information on the reason for such change and a decision of the Shareholders General Meeting or the Board of Directors (as authorized by the Shareholders General Meeting) on the change.

3. To submit to a competent state agency and publicize its financial statements under the accounting law.

4. Upon information disclosure, to concurrently report to a competent state agency on disclosed information. The information disclosure shall be conducted by the enterprise's lawful representative or an authorized person. The enterprise's lawful representative shall take responsibility for information disclosed by the authorized person.

5. Apart from the obligation to disclose information under this Decree, to report on and disclose information under other relevant laws.

6. When becoming a public company as a result of the private placement of shares, to register itself as a public company under the Securities Law.

7. A placing institution that becomes a public company as a result of the transfer of shares among its shareholders, within 7 days after certifying the share transfer which results in an increase in the number of its shareholders to over 100 under Article 25 of the Securities Law, shall:

a/ Notify in writing all shareholders of the fact that it has become a public company and the plan on public company registration;

b/ Send to a competent state agency a plan on public company registration and a list of shareholders at the latest time;

c/ Carry out procedures for public company registration within 90 days under Articles 25 and 26 of the Securities Law.

Article 12. Restriction on certification of transfer of privately placed shares

1. Placing institutions may not certify share transfers during the period of transfer restriction according to placement plans registered with competent state agencies.

2. In case placing institutions become public companies as a result of private placement, they may not certify share transfers during the time of public company registration.