Chapter II
ISSUANCE OF SECURITIES TO THE PUBLIC
Article 3.- Securities issuance
1. The issuance of securities to the public for listing on the Central Trading Market must be licensed by the State Securities Commission except for the issuance of the government bonds.
2. The issuance of securities, which is not governed by Clause 1 of this Article, shall comply with the current regulations.
Article 4.- Form and par value of securities
1. Securities issued to the public may be either registered or bearer ones, and in form of certificates or book-entry records.
2. Securities to be issued must be nominated in Vietnam Dong (VND).
3. The par value of a share or an investment fund certificate shall insistently be 10,000 VND; the minimum par value of a bond shall be 100,000 VND.
Article 5.- Securities distribution
Securities issued to the public must be distributed through agents or issuance underwriters.
Article 6.- Conditions for initial issuance of shares
Any issuing organization that is to make initial issuance of shares to the public shall have to meet the following conditions:
1. Having a statutory capital of at least VND 10 billion;
2. Conducting business with profits in the last two consecutive years;
3. Members of its Managing Board and its Director (General Director) are experienced in business management;
4. Having feasible plans on the use of capital acquired from the issuance of shares;
5. At least 20 % of the equity capital of the issuing organization must be sold to more than 100 investors outside the issuing organization; in cases where the issuing organization has an equity capital of VND 100 billion or more, such a minimum rate shall be 15% of the equity capital of the issuing organization;
6. Founding shareholders must hold at least 20% of the equity capital of the issuing organization and maintain such minimum level for at least 3 years from the closing date of the issuance.
7. In cases where the issued shares have an aggregate value according to their par value exceeding VND 10 billion, an issuance underwriting organization is required.
Article 7.- The conditions for additional issuance of shares
Any issuing organization that makes additional issuance of shares to the public in order to increase its capital shall, besides meeting the conditions stipulated in Clauses 1, 2, 3, 4, 5 and 7, Article 6 of this Decree, have to meet the following conditions:
1. An additional issuance must be conducted one year after the previous issuance;
2. The value of additionally issued shares shall not exceed the total value of the existing shares.
Article 8.- The conditions for issuance of bonds
Any issuing organization that wishes to issue bonds to the public shall have to meet the following conditions:
1. Abiding by the provisions of Clauses 1, 2, 3 and 4, Article 6 of this Decree;
2. At least 20% of the total value of bonds to be issued must be sold to more than 100 investors; in cases where the total value of bonds to be issued reaches VND 100 billion or more, such a minimum rate shall be 15% of the total bond value;
3. Having to acquire an issuance underwriting organization, except for the cases where the issuing organization is a credit institution;
4. Having made commitment to fulfil its obligations towards the investors;
5. Having determined representatives of bond owners.
Article 9.- Dossiers of application for issuing licenses
1. A dossier of application for a license to issue shares to the public comprises:
a) An application for issuing license;
b) The business registration certificate;
c) The company's statute;
d) The resolution of the shareholders' congress on the issuance of shares;
e) A prospectus;
f) A list of the members of the Managing Board and the Director (General Director);
g) Financial statements for the last two consecutive years, with certification by the accepted auditing organization;
h) A report on the evaluation of the enterprise's asset value, made by the competent agency, in case of a State enterprise to be equitized;
i) The issuance underwriting commitment (if any).
2. A dossier of application for a license to issue bonds to the public comprises:
a) Documents specified in Points a, b, c, e, g, h and i of Clause 1 of this Article;
b) The resolution of the Managing Board;
c) The issuance underwriting organization's commitment to underwrite the issuance;
d) The bond-issuing organization's commitment to fulfil its obligations;
e) An agreement between the bond issuing organization and a representative of a bond owner.
Article 10.- Conditions for underwriting the issuance
1. A underwriter for the issuance of securities to the public must be a securities firm meeting the following conditions:
a) Having an issuance underwriting license;
b) Not being a person related to the issuing organization.
2. The underwriting organization shall only be allowed to underwrite the issuance of securities with the total value not exceeding 4 times of the difference between the current assets and the short-term liabilities of such organization.
Article 11.- The procedures and time limit for issuing license granting
Dossiers of application for licenses to issue securities to the public shall be submitted to the State Securities Commission. Within 45 days from the date of receipt of complete dossiers of application for issuing licenses, the State Securities Commission shall either grant or refuse to grant licenses. In cases of refusal to grant licenses, the State Securities Commission shall have to clearly state the reasons therefor in writing.
Article 12.- The use of information before obtaining issuing licenses
During the period the State Securities Commission examines a dossier of application for an issuing license, the concerned issuing organization, the issuance underwriting body and the involved parties shall only be allowed to use truthfully and accurately the information in the prospectus already sent to the State Securities Commission to survey the market.
Article 13.- The issuance announcement
Within 5 days from the date of receipt of the issuing license, an issuing organization shall have to announce the issuance on 5 consecutive issues of a centrally-run newspaper and a newspaper of the locality where the issuing organization's head office is located. The issuing organization, the issuance underwriting body or their representatives shall only be allowed to use information contained in the dossier of application for the issuing license, which has been approved by the State Securities Commission.
Article 14.- The time limit for sales offering
An issuing organization must issue securities according to the approved plan within 90 days from the effective date of its issuing license. Past that time limit, all unsold securities shall no longer be issued to the public.
Article 15.- Issuance suspension
1. A licensed issuing organization shall be suspended from the issuance if the State Securities Commission detects any errors or inaccurate information in the prospectus which may affect investment decisions and cause damage to investors. The issuing organization shall have to make amendments and/or supplements at the request of the State Securities Commission and announce publicly such amendments and supplements.
2. In cases where the issuance is suspended, the investors shall be entitled to cancel the securities subscription or return securities already bought; in such cases, the issuing organization and other relevant organizations shall have to refund the money to the buyers within 30 days from the date of issuance suspension.
Article 16.- Withdrawal of issuing licenses
1. An issuing license shall be withdrawn in one of the following cases:
a) The errors mentioned in Clause 1, Article 15 are not amended and/or supplemented in strict accordance with the prescribed procedures and time limit;
b) Failure to fully meet the conditions prescribed in Clause 5, Article 6 and Clause 2, Article 8, of this Decree.
2. In cases where its issuing license is withdrawn, the issuing organization must promptly notify the securities investors thereof; the issuing organization shall have to withdraw securities already issued and reimburse money to the investors within 30 days from the date of the issuing license is withdrawn, if it is so requested by investors.
Article 17.- The issuing license-granting fee
Every issuing organization shall have to pay to the State Securities Commission an issuing license-granting fee equal to 0.02% of the total value of the issued securities but not exceeding VND 50 million.
Article 18.- The reporting regime
1. Within 10 days from the closing date of an issuance, the issuing organizations shall have to report to the State Securities Commission on the result of the issuance.
2. The issuing organizations shall have to comply with the regime of periodical reports on their respective financial situation and business activities in accordance with the provisions of law and regulations of the State Securities Commission.
3. The issuing organizations shall have to promptly report to the State Securities Commission and make public information that may affect the prices of their securities.
4. In cases of necessity, in order to protect the interests of investors, the State Securities Commission shall be entitled to request an issuing organization to make report on its business activities.
5. Financial statements of the issuing organi-zations must comply with the State's accounting and auditing legislation. In cases where an issuing organization owns 50 % or more of the equity capital of another organization, its financial statement must include the financial statement of such organization.
Article 19.- The protection of investors' interests
The Managing Board and Director (General Director) of an issuing organization shall have to protect the interests of all shareholders and investors, and to:
1. Transparently announce information on the voting right, the right to register the purchase of securities, the right to transfer securities and other rights to all shareholders.
2. Set and observe rules on public disclosure of stake of directors, managers, major shareholders and involving persons over the securities of such organization.
3. Abide by the stipulations in Chapter VIII of this Decree.
Tìm kiếm
Nghị định 48/1998/NĐ-CP (Bản Word)