Section II
MODEL PROSPECTUS, MODEL NOTICE AND MODEL REPORT USED IN OFFERING, ISSUANCE OF SECURITIES, AND TENDER OFFER
Article 3. Model prospectus
1. The issuer, when applying for registration of public offering or issuance of shares for swap, or shareholders of the public company, when applying for registration of public offering, shall prepare a prospectus using one of the following model prospectuses:
a) Model prospectus for initial public offering in Appendix No. 01 enclosed herewith;
b) Model prospectus for follow-on offering of the public company in Appendix No. 02 enclosed herewith;
c) Model prospectus for public offering of shareholders of the public company in Appendix No. 03 enclosed herewith;
d) Model prospectus for initial public offering for conversion of a limited liability company into a joint stock company in Appendix No. 04 enclosed herewith;
dd) Model prospectus for public offering of bonds in Appendix No. 05 enclosed herewith;
e) Model prospectus for public offering of convertible bonds or warrant-linked bonds of the public company in Appendix No. 06 enclosed herewith;
g) Model prospectus for follow-on offering of the public company after restructuring, consolidation or partial division in Appendix No. 07 enclosed herewith;
h) Model prospectus for public offering of bonds after restructuring, consolidation or partial division in Appendix No. 08 enclosed herewith;
i) Model prospectus for public offering of convertible bonds or warrant-linked bonds of the public company after restructuring, consolidation or partial division in Appendix No. 09 enclosed herewith;
k) Model prospectus for issuance of shares of the public company for tender offer in Appendix No. 10 enclosed herewith;
l) Model prospectus for issuance of shares for swap under the consolidation contract in Appendix No. 11 enclosed herewith;
m) Model prospectus for issuance of shares of the public company for swap under the merger contract in Appendix No. 12 enclosed herewith;
2. A model prospectus specified in Clause 1 of this Article shall, inter alia, contain the following information:
a) Information about persons who bear primary responsibility for the prospectus;
b) Information about risk factors;
c) Information about the issuer or the public company whose shares are offered, including its establishment, organizational structure, relevant companies, and business operations;
d) Information about founding shareholders, major shareholders, and owner of the company; company’s president, members of Board of Directors, members of Board of Members; Controllers; General Director (Director), Deputy General Directors (Deputy Directors) and Chief Accountant;
dd) Information about business performance, financial status and plans;
e) Information about the offering or issuance, including characteristics of securities offered or issued; distribution method; distribution schedule; cases of cancellation of the offering;
g) Information about purposes of the offering or issuance; plan for use of capital generated by the offering, except the initial public offering made to become a public company through change of ownership structure without increase in charter capital of the issuer, and the public offering of shareholders of the public company;
h) Information about partners related to the offering or issuance, including counseling organization, underwriter, distribution agent, representative of bond holders, and audit organization;
i) Other important information that might affect investors’ decisions;
k) Signatures of the persons who bear primary responsibility for the prospectus as prescribed in Clause 3 Article 19 of the Law on Securities;
l) List of documents enclosed with the prospectus, including decisions issued by the General Meeting of Shareholders or Board of Directors or Board of Members or company’s owner related to the offering or issuance, financial statements as prescribed in Article 20 of the Law on Securities, documents about the project using capital generated by the offering and other documents (if any).
3. When preparing the prospectus using the model prospectus specified in Clause 1 of this Article, the issuer must comply with the following provisions:
a) The prospectus must contain clear, accurate, truthful and adequate information that might affect investors’ decisions. The language of the prospectus must be simple and understandable. The abbreviated or technical terms used in the prospectus must be clearly interpreted;
b) Important and comparative information contained in the prospectus must be provided with their reference sources;
c) The prospectus must have a clear format, and easily legible font and font size;
d) The analysis of risk factors must include their impacts on business operations, financial status and business performance of the issuer; the offering or issuance; prices of securities; and the project using capital generated by the offering. Such risk factors must be classified and named in groups, and sorted by their negative effects in descending order;
dd) Information about business operations and financial status must clearly reflect business operations of the issuer or public company whose shares are offered within the latest 02 fiscal years and by the end of the latest quarter. In case of a parent company, the information about business performance must include consolidated business performance and business performance of the parent company;
e) Information about major shareholders, owner of the company, company’s president, members of Board of Directors, members of Board of Members, Controllers, General Director (Director), Deputy General Directors (Deputy Directors) and Chief Accountant must include information about their interests relevant to the issuer or shareholders of the public company that offers shares to the public;
g) Purposes of the offering or issuance and plan for use of capital generated by the offering must be conformable with the plan approved by the General Meeting of Shareholders or Board of Directors or Board of Members or the company’s owner;
h) If a prospectus is revised, revised contents and revision reasons must be indicated in the revised prospectus.
Article 4. Model notice of offering, issuance of securities, and tender offer
1. The model notice of the public offering of shares is provided in Appendix No. 13 enclosed herewith;
2. The model notice of the public offering of bonds is provided in Appendix No. 14 enclosed herewith;
3. The model notice of issuance of shares of the public company for tender offer is provided in Appendix No. 15 enclosed herewith;
4. The model notice of issuance of shares for swap under the consolidation or merger contract is provided in Appendix No. 16 enclosed herewith;
5. The model notice of issuance of shares for paying dividends or increasing share capital from equity is provided in Appendix No. 17 enclosed herewith;
6. The model notice of issuance of shares under an employee stock ownership plan is provided in Appendix No. 18 enclosed herewith;
7. The model notice of issuance of shares for exercise of rights under warrants is provided in Appendix No. 19 enclosed herewith;
8. The model notice of tender offer is provided in Appendix No. 20 enclosed herewith.
Article 5. Model reports on results of the offering or issuance of securities, and tender offers
1. The model report on results of the public offering of shares is provided in Appendix No. 21 enclosed herewith;
2. The model report on results of the public offering of bonds is provided in Appendix No. 22 enclosed herewith;
3. The model report on results of the private placement of shares or warrant-linked preference shares is provided in Appendix No. 23 enclosed herewith;
4. The model report on results of issuance of shares which shall be swapped for shareholders’ shares in other public companies or in non-public joint-stock companies, stakes of members of limited liability companies or debts is provided in Appendix No. 24 enclosed herewith;
5. The model report on results of issuance of shares of the public company for tender offer is provided in Appendix No. 25 enclosed herewith;
6. The model report on results of issuance of shares for swap under the consolidation contract is provided in Appendix No. 26 enclosed herewith;
7. The model report on results of issuance of shares for swap under the merger contract is provided in Appendix No. 27 enclosed herewith;
8. The model report on results of issuance of shares for paying dividends or increasing share capital from equity is provided in Appendix No. 28 enclosed herewith;
9. The model report on results of issuance of shares under an employee stock ownership plan is provided in Appendix No. 29 enclosed herewith;
10. The model report on results of issuance of shares for conversion of bonds is provided in Appendix No. 30 enclosed herewith;
11. The model report on results of issuance of shares for exercise of rights under warrants is provided in Appendix No. 31 enclosed herewith;
12. The model report on results of overseas offering of shares or issuance of shares used as the basis for overseas offering of depositary receipts is provided in Appendix No. 32 enclosed herewith;
13. The model report on results of tender offer is provided in Appendix No. 33 enclosed herewith.
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Thông tư 118/2020/TT-BTC (Bản Pdf)
Thông tư 118/2020/TT-BTC (Bản Word)