Chapter II
PUBLIC OFFERING OF SECURITIES
Article 3.- Forms of public offering of securities
1. Initial public offering of stocks or fund certificates covers:
a/ Initial public offering of stocks or fund certificates to mobilize capital for an issuing organization;
b/ Initial public offering of stocks by an issuing organization to become a public company through changes in its ownership structure without increasing the charter capital of such issuing organization.
2. Additional public offering of stocks or fund certificates covers:
a/ Additional public offering of stocks or offering of rights to purchase shares by a public company to its present shareholders in order to increase its charter capital;
b/ Subsequent public offering of stocks by a public company to change its ownership structure without increasing its charter capital;
c/ Additional public offering of fund certificates by a fund management company; additional public offering of stocks by a securities investment company.
3. Public offering of bonds.
Article 4.- Conditions for initial public offering of stocks by some types of enterprise
1. For enterprises with 100% state capital, which are transformed into joint-stock companies in combination with public offering of stocks, the provisions of law on transformation of state companies into joint-stock companies shall be complied with.
2. For foreign-invested enterprises transformed into joint-stock companies in combination with public offering of stocks:
a/ Satisfying the conditions specified at Points a and b, Clause 1, Article 12 of the Law on Securities;
b/ Having an issuance plan and a plan on the use of capital mobilized from the offering, approved by the owner of the enterprise with 100% foreign capital or the board of directors of the joint-venture enterprise;
c/ Being advised by a securities company on the compilation of stock offering dossier.
3. For foreign-invested enterprises already transformed into joint-stock companies, the following conditions must be satisfied:
a/ Satisfying the conditions specified in Clause 1, Article 12 of the Law on Securities;
b/ Satisfying the conditions specified at Point c, Clause 2 of this Article.
4. For enterprises newly established in the domain of infrastructure:
a/ Being investors in the construction of infrastructure facilities under socio-economic development schemes of ministries, branches, provinces or centrally run cities;
b/ Having investment projects approved by competent authorities;
c/ Having commitments made by their boards of directors or founding shareholders to bear joint responsibility for their issuance plans and plans on the use of capital mobilized from the offering;
d/ Having issuance underwriting organizations;
e/ Having banks to supervise the use of capital mobilized from the offering.
5. For enterprises newly established in the hi-tech domain:
a/ Operating in the hi-tech domain eligible for investment promotion according to the provisions of law;
b/ Satisfying the conditions specified at Points b, c, d and e, Clause 4 of this Article.
6. Securities investment companies that offer securities to the public shall comply with the provisions of Chapter V of this Decree.
Article 5.- Conditions for offering of other types of securities
1. A joint-stock company that offers convertible bonds, bonds with warrants or warrant with preferred stocks to the public shall satisfy the following conditions:
a/ The conditions specified at Points a, b and d, Clause 2, Article 12 of the Law on Securities;
b/ Having an issuance plan, a plan on the use of capital mobilized from the offering, or a plan on the issuance of stocks in a quantity necessary for its transformation approved by the shareholders' general meeting. The transformation plan specifies the transformation conditions and duration, transformation percentage, calculation method and other conditions determined in the issuance plan.
2. An issuing organization that offers secured bonds to the public by the method of security with payment guarantee or the method of security with assets shall satisfy the following conditions:
a/ The conditions specified in Clause 2, Article 12 of the Law on Securities;
b/ Having a commitment on payment guarantee enclosed with documents evidencing the financial capability of the guaranteeing organization in case of security with payment guarantee, or having assets valued enough to pay for bonds in case of security with assets. The value of assets used as security must be at least equal to the total value of bonds registered for offering. The valuation of assets used as security must be conducted by a competent valuation agency or organization and shall be valid for no more than 12 months after the date of valuation. Assets used as security must be registered with the competent agency according to the provisions of law on security transactions.
This regulation does not apply to cases where the payment-guaranteeing organization is the Government or where the payment guarantee is provided by the Finance Ministry on the Government's behalf.
c/ Designating a bond owner's representative to supervise the realization of its commitment. The following entities are not allowed to act as the bond owner representative:
- An organization guaranteeing the debt payment by the issuing organization;
- A major shareholder of the issuing organization;
- An organization whose major shareholder is the issuing organization;
- An organization sharing the same major shareholder with the issuing organization;
- An organization sharing the same executive officer with the issuing organization, or an organization that is, together with the issuing organization, controlled by the same organization.
3. An issuing organization that conducts multiple public offering of bonds or stocks shall satisfy the following conditions:
a/ The conditions specified in Clause 1 or 2, Article 12 of the Law on Securities;
b/ Wishing to mobilize capital through various offerings suitable to its investment projects or production or business plans approved by the competent authority;
c/ Having the offering plan clearly stating target subjects, planned quantity and duration of each offering.
4. Credit institutions that satisfy the conditions specified at Points a and c, Clause 3 of this Article may make the common registration of public offering of bonds for many offerings in 12 months.
5. The Finance Ministry sets the conditions for public offering for other specific cases based on the development of the market.
Article 6.- Overseas offering of securities
1. An issuing organization that conducts overseas offering of securities shall satisfy the following conditions:
a/ Being not on the list of business lines in which the participation of foreign parties is banned, and ensuring participation ratios of foreign parties as specified by law;
b/ Having the overseas offering of securities and the plan on the use of mobilized capital approved under a decision of its board of directors or shareholders' general meeting (for joint-stock companies), its members' council (for limited liability companies with two or more members), or its owner (for one-member limited liability companies) or the representative of the capital owner (for state companies);
c/ Satisfying the offering conditions specified by a competent authority of the country where it registers the offering.
2. At least 10 days before sending its dossier for registration of overseas offering of securities, the issuing organization shall send to the State Securities Commission the following documents:
a/ A copy of the dossier for offering registration with the competent authority of the country where the issuing organization registers the offering;
b/ Documents evidencing the satisfaction of the conditions specified in Clause 1 of this Article.
3. Within 10 days after its dossier for registration of overseas offering of securities takes effect, the issuing organization shall send to the State Securities Commission a copy of that dossier which has been approved overseas and disclose information on the offering to the public.
4. An issuing organization that conducts overseas offering of securities has the following obligations:
a/ To disclose information according to the provisions of foreign and Vietnamese laws;
b/ If it offers securities both at home and overseas simultaneously, its periodical financial statement must be made according to the international accounting standards or according to international and Vietnamese accounting standards, enclosed with a written explanation of differences between those accounting standards.
5. Within 15 days after the end of the offering, the issuing organization shall send to the State Securities Commission a report on the offering results.
6. Procedures for transferring money amounts related to overseas offerings of securities shall comply with the provisions of law on foreign exchange management.
Article 7.- Offering of bonds in Vietnam dong by international financial institutions
1. Conditions for offering of bonds in Vietnam dong by an international financial institution:
a/ Being an international financial institution to which Vietnam is a member;
b/ Having an issuance plan and a plan on the use of proceeds from the public offering of bonds for its investment projects in Vietnam, approved by the Finance Ministry;
c/ Committing to fulfill its obligations toward investors concerning issuance conditions, payment, assurance of legitimate rights and benefits of investors and other conditions;
d/ Committing to disclose information according to the provisions of Vietnamese law.
2. A dossier for registration of public offering of bonds in Vietnam dong of an international financial institution comprises:
a/ A written registration of bond offering;
b/ An investment project, including an issuance plan and a plan on the use of proceeds from the offering;
c/ Commitment to fulfill the obligations of the issuing organization;
d/ Other documents requested by the Finance Ministry.
Tìm kiếm
Nghị định 14/2007/NĐ-CP (Bản Word)