Chapter 3.
SOME CASES OF ADDITIONAL ISSUANCE OF SHARES OF PUBLIC COMPANIES
SECTION 1. ISSUING SHARES TO PAY DIVIDENDS
Article 17. Conditions for issuing shares to pay dividends
The public company that issues shares to pay dividends to existing shareholders in order to increase share capital must satisfy the following conditions:
1. Having the decision made by the General assembly of shareholders on approving the plan of issuing shares to pay dividends.
2. Having sufficient sources from undistributed post-tax profits, certified by auditors. In case the public company being parent company issues shares to pay dividends, the undistributed post-tax profits are based on the undistributed post-tax profits within their right to use in the audited unified Financial statement.
Article 18. Reporting documents about the issuance of shares for paying dividend
1. The report on the treasury shares sale must be made in accordance with Annex 06 of this Circular.
2. The decision of the General assembly of shareholders on approving the plan of issuing shares to pay dividends.
3. The nearest audited Financial statement.
4. The plan for handling fractional share (if any) approved by the General assembly of shareholders or the Board of Directors.
Article 19. Reporting the issuance and disclosing information
1. The issuing organization must send the documents specified in Article 18 of this Circular to the State Securities Commission.
2. In case the reporting documents about the issuance is not complete and valid, the State Securities Commission shall give opinions about such reporting documents within 07 working days as from receiving the reporting documents.
3. Within 07 working days as from the State Securities Commission notifies the complete reception of reporting documents about the issuance of shares for paying dividends, the issuing organizations must disclose the information about the issuance on means of mass media at least 07 days before the anticipated issuance date under Annex 07 of this Circular. The anticipated issuance date must not exceed 45 days as from the State Securities Commission notifies the complete reception of reporting documents.
4. Within 10 working days as from finishing issuing shares to pay dividends, the issuing organization must send reports on the results of the issuance to the State Securities Commission and disclose the information under the form in Annex 08 of this Circular.
5. Public companies having listed/registered shares must registered for additional transaction of the shares issued to pay dividends with the Stock Exchange within 15 days as from finishing the issuance.
Article 20. Handling fractional share
1. Fractional share is a fraction of share (less than 01 whole share). If fractional shares are generated during the issuance of shares for paying dividends, the company must find a solution to ensure the interest and equity among the shareholders. The plan for handling fractional shares (if any) must be approved by the General assembly of shareholders or the Board of Directors.
2. The company is entitled to repurchase the fractional shares as treasury shares. The amount of treasury shares generated from handling fractional shares shall be recorded and handled in accordance with this Circular and relevant provisions.
SECTION 2. ISSUING SHARES TO INCREASE SHARE CAPITAL FROM EQUITY CAPITAL.
Article 21. Conditions for issuing shares to increase share capital from equity capital
A public company that issues shares to increase share capital from equity capital must satisfy the following conditions:
1. Having the decision made by the General assembly of shareholders on approving the plan of issuing shares to increase share capital from equity capital.
2. The capital is sufficient according to the nearest audited Financial statement from the following sources:
a) Capital surplus;
b) Development investment fund;
c) Undistributed post-tax profits;
d) Other funds (if any) used for supplementing charter capital as prescribed by law.
If the company being a parent company issues shares to increase share capital from equity capital, the sources used to increase the share capital is the capital within the right to own and use of the parent company in the audited unified Financial statement.
3. The total value of the sources stated in Clause 2 this Article must not be lower than the total value of the increased share capital according to the plan approved by the General assembly of shareholders.
Article 22. Reporting documents about the issuance of shares for increasing share capital from equity capital
1. The report on the issuance of shares for increasing share capital from equity capital made under Annex 06 of this Circular.
2. The decision of the General assembly of shareholders on approving the plan of issuing shares to pay dividends.
3. The nearest audited Financial statement.
4. The plan for handling fractional share (if any) approved by the General assembly of shareholders or the Board of Directors.
Article 23. Reporting the issuance and disclosing information
1. The issuing organization must send the documents specified in Article 22 of this Circular to the State Securities Commission.
2. In case the reporting documents about the issuance of shares to increase share capital from equity capital is not complete and valid, the State Securities Commission shall give opinions about such reporting documents within 07 working days as from receiving the reporting documents.
3. Within 07 working days as from the State Securities Commission notifies the complete reception of reporting documents, the issuing organizations must disclose the information about the issuance on means of mass media at least 07 working days before the anticipated issuance date under Annex 07 of this Circular. The anticipated issuance date must not exceed 45 days as from the State Securities Commission notifies the complete reception of reporting documents.
4. Within 10 working days as from finishing issuing shares to increase share capital from equity capital, the issuing organization must send reports on the results of the issuance to the State Securities Commission and disclose the information under the form in Annex 08 of this Circular.
5. Public companies having listed/registered shares must registered for additional transaction of the shares issued to increase share capital from equity capital with the Stock Exchange within 15 days as from finishing the issuance.
Article 24. Handling fractional share
The principles of handling fractional share are prescribed in Article 20 of this Circular.
SECTION 3. ISSUING SHARES UNDER AN EMPLOYEE SHARES OWNERSHIP PROGRAM
Article 25. Conditions for issuing shares under an employee shares ownership program (ESOP)
A public companies that issues shares under an ESOP must satisfy the following conditions:
1. Having a selection program and shares issuance plan approved by the General assembly of shareholders.
2. The total shares issued in each 12 months must not exceed 5% of the outstanding shares of the company.
3. The Board of Directors must announce the standards and the list of employees eligible for participating in the program, the method for calculating prices, the method for calculating the shares being distributed to each subjects, and the time of execution.
4. When issuing bonus shares to employees, apart from the conditions specified in Clause 1, Clause 2, Clause 3 this Article, the company must have sufficient capital according to the nearest audited Financial statement from the following sources:
a) Capital surplus;
b) Development investment fund;
c) Undistributed post-tax profits;
d) Other funds (if any) used for supplementing charter capital as prescribed by law.
If the company is a parent company, the company must ensure the sufficient sources to increase the share capital, within the right to own and use of the parent company, in the audited unified Financial statement.
5. When issuing bonus shares to employees, the total value of the sources stated in Clause 4 this Article must not be lower than the total value of the increased share capital according to the plan approved by the General assembly of shareholders.
Article 26. Reporting documents about the issuance of stock under an ESOP
1. The report on the issuance of stock under an ESOP made under Annex 09 of this Circular.
2. The decision of the General assembly of shareholders on approving the ESOP. People of whom the interests are relevant to the issuance of share under an ESOP must not vote for the Resolution of the General assembly of shareholders on the issuance of stock under an ESOP.
3. The decision made by the Board of Directors or the General assembly of shareholders on approving the standards and the list of employees eligible for participating in the program, the method for calculating prices, the method for calculating the shares being distributed to each subjects, and the time of execution.
4. The audited Financial statement of the nearest period when issuing bonus shares to employees.
Article 27. Reporting the issuance and disclosing information
1. The issuing organization must send the documents specified in Article 26 of this Circular to the State Securities Commission.
2. In case the reporting documents about issuance of stock under an ESOP is not complete and valid, the State Securities Commission shall give opinions about such reporting documents within 07 working days as from receiving the reporting documents.
3. Within 07 working days as from the State Securities Commission notifies the complete reception of reporting documents about the issuance of stock under an ESOP, the issuing organizations must disclose the information about the issuance on means of mass media at least 07 days before the anticipated issuance date under Annex 10 of this Circular. The anticipated issuance date must not exceed 45 days as from the State Securities Commission notifies the complete reception of reporting documents.
4. Within 10 working days as from finishing the issuance, the issuing organization must send reports on the results of the issuance to the State Securities Commission and disclose the information under the form in Annex 11 of this Circular. The report on the issuance of shares under an ESOP must be enclosed with the list of the purchased shares with the signatures of the employees eligible for purchasing shares.
5. Public companies having listed/registered stock must registered for additional transaction of the stock issued under an ESOP with the Stock Exchange within 15 days as from finishing the issuance.
Tìm kiếm
Thông tư 130/2012/TT-BTC (Bản Word)