Chapter 1.
GENERAL PROVISION
Article 1. Scope of adjustment
This Decree stipulates in detail the implementation of a number of articles of the Securities Law and the Law amending and supplementing some articles of the Securities Law on securities offer, listing, trading, business, securities investment, services on securities and securities market.
Where enterprises of conditioned business areas and sectors with regulations of specialized law, the specialized law shall apply. Where the provisions of this Decree are different from the provisions of the specialized law, the enterprise must comply with the provisions of the specialized laws.
Article 2 Explanation of terms
In this Decree, the following terms are construed as follows:
1. Treasury stock is stock issued by a Joint Stock Company and is redeemed by that issuing company.
2. Issuing stock for swap is additional issuance of stocks and use them to swap for stocks of other joint stock companies.
3. Investment management contract is a contract signed between a Securities Investment Company or an organization or individual being investor with the Fund Management Company to entrust the Fund Management Company in management and investment and investment of assets
4. Depository certificate is the securities issued outside Vietnam by the regulations of the home country on the securities basis issued by enterprises established and operating legally in Vietnam
5. Issued share is the share fully paid and by the investor and information on the owner is fully and accurately recorded into the shareholder registration book.
6. Net asset value of the fund is the total value of the fund's assets minus the total value of liabilities payable of the fund.
7. Target Company is a public company having stocks that are subjects of act of tender offer.
8. Targeted investment fund is the securities investment fund having depository certificate that is the subject of act of tender offer.
9. Issue guarantee is that the issue guarantee organization commits to the issuer to implement procedures before securities offering, receiving to buy a part or all of the securities of the issuer in order to re-sell or buy the remaining number of securities that have not been distributed of the issuer or assist the issuer in the distribution of securities to public. The issue guarantee is implemented in the following forms:
- Firm commitment is a form the issuer receives to buy all securities of the issuer in order to re-sell or buy the remaining number of securities that have not been distributed.
- Best effort is a form the organization of issue guarantee assists the issuer to implement the procedures before offering securities to the public and assists the issuer in the distribution of securities to the public;
- Other forms on the basis of contracts between the issuer and organization of guaranteed issue.
10. Representative of the bondholder is the member of the Securities Depository Center appointed by the issuer to be the representative of interests of bondholder.
11. Securities Investment Company is the securities investment fund organized in the form of joint stock company. The Securities Investment Company has two forms:
a) Independent Securities Investment Company is a Securities Investment Company with 99 shareholders maximally in which the investment capital contribution value of organization shareholder must be at least 03 billion dong and 01 billion dong of the individual;
b) Public Securities Investment Company is the Securities Investment Company performs the securities offer to the public.
12. Tender offer is that the organization or individual publicly carries out the purchase of a partial or the whole number of voting stocks of a public company, the fund certificates of a closed fund for the purpose of having a control in public company, closed fund is under the regulations of law to ensure the equality for the shareholders of the target company.
13. Maximum rate of foreign ownership is a rate of securities ownership a foreign individual or organization is entitled to hold maximally in an enterprise as prescribed of Vietnam’s law.
14. Authorized credit organization is a credit organization authorized to make revenue and expenditure in foreign currencies related to the issue of securities in accordance with regulations of the law on foreign exchange management.
15. Date of Initial Public Offering:
a) Date of Initial Public Offering of securities is the day the issuer announces the offering and publicizes the offer prospectus on the mass media;
b) Date of Initial Public Offering of individual securities is the date the issuer defines in the dossier of separate offer and is approved by competent authority.
16. Completion date of stock offering:
a) The completion date of stock offering to the public is the end date of the collection of money for securities purchase offered from investors;
b) Completion date of Initial Public Offering of individual securities is the end date of the collection of money for securities purchase offered from investors unless otherwise provided from the issuer.
17. Home country means a country or territory where the issuer of Vietnam registers the offer and lists its securities.
18. Custodian bank is commercial bank meeting the conditions as prescribed in clause 1, Article 98 of the Securities Law.
19. Tender offer agent is the securities company appointed by organization and individual performing the tender offer to be representative for the performance of procedures of tender offer on the basis of contracting between organization and individual performing the tender offer and appointed Securities Company.
Tìm kiếm
Nghị định 58/2012/NĐ-CP hướng dẫn Luật chứng khoán và Luật chứng khoán sửa đổi (Bản Word)
Nghị định 58/2012/NĐ-CP hướng dẫn Luật chứng khoán và Luật chứng khoán sửa đổi (Bản Pdf)