Chương II Thông tư 162/2015/TT-BTC: Chào bán chứng khoán ra công chúng

Chapter II

PUBLIC OFFERING

Volume 1. REQUIREMENTS AND APPLICATION FOR PUBLIC OFFERING

Article 4. Requirements on eligibility for public offering

1. The public offering of stocks must conform to requirements as defined in Article 11 of the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to certain articles of the Law on Securities (hereinafter referred to as the Decree No. 58/2012/ND-CP).

2. The public offering of stocks by newly established corporations in the infrastructure sector must abide y requirements as prescribed in Article 12 of the Decree No. 58/2012/ND-CP.

3. The public offering of stocks for the incorporation of new companies in the high technology sector must abide y requirements as prescribed in Article 13 of the Decree No. 58/2012/ND-CP.

4. The public offering of stocks for establishment of joint-stock credit institutions must abide by requirements as prescribed in Article 14 of the Decree No. 58/2012/ND-CP.

5. The public offering of stocks by joint-stock companies formed by consolidation or merger must comply with requirements as stated in Article 18 of the Decree No. 58/2012/ND-CP and Section 8, Article 1, Government’s Decree No. 60/2015/ND-CP dated 26 June 2015 on the amendments and supplements to certain articles of the Government's Decree No. 58/2012/ND-CP dated 20 July 2012 on stipulating details and providing guidelines for the enforcement of certain articles of the Law on Securities and the Law on amendments and supplements to the Law on Securities (hereinafter referred to as the Decree No. 60/2015/ND-CP).

6. The public offering of stocks, in Vietnam, by companies incorporated and operated by foreign laws must conform to requirements as defined in Article 19 of the Decree No. 58/2012/ND-CP.

7. The public offering of stocks by majority shareholders must abide by requirements as prescribed in Article 21 of the Decree No. 58/2012/ND-CP.

8. Shelf offering must comply with requirements as stated in Article 17 of the Decree No. 58/2012/ND-CP.

9. The public offering by state-owned enterprises equitized and offering stocks to the public must conform to requirements as defined in Article 22 of the Decree No. 58/2012/ND-CP.

10. Transfer restriction conditions as per Section 3, Article 9 of the Decree No. 58/2012/ND-CP, which was revised by Section 7, Article 1 of the Decree No. 60/2015/ND-CP shall not be applicable to stocks whose issuance is guaranteed and odd lots from rounded stocks distributed to existing shareholders.

Article 5. Documents for registration of public offering

The application for public offering shall comprise:

1. The letter of application for public offering as per Appendix 01 of this Circular;

2. The prospectus as per Appendix 02 of this Circular, including the following details:

a) The summary of the issuer, including particulars of its organizational model, business activities, financial conditions, Board of Directors or Members’ council or Owner, Director or General director, Vice director or Deputy general director, and shareholders’ structure (if available);

b) The information of the offer, including conditions, risk factors, forecasted profit and dividend of the year immediately following the issuance of securities, plans for issuance and for use of funds raised.  If an offering serves the purpose of capital increase, the stock issuance plan must analyze thoroughly the rate of dilution of stocks’ price and earning as a result of the offering.

If the issuer registers a public offering prior to the maturity of convertible bonds or the conversion of warrants previously issued, the prospectus must indicate effects on the benefits of investors, who purchased bonds or warrants, and benefit assurance plans for such investors (if any);

c) The information of the corporation’s business activities and financial norms;

d) The prospectus must bear the signatures of the Chairman of the Board of Directors, Director or General director, Finance director or Chief accountant of the issuer and the legal representatives of the consulting organization that provides counsels on public offering registration documents and the underwriter or the main underwriter (if any). If signatures are affixed by proxy, letters of mandate must be available according to the laws;

3. The corporation’s charter must abide by the laws;

4. Decisions by the Board of Directors on its approval of plans for stock issuance and for use of funds raised from the public offering, undertakings to launch the stocks in an organized securities market in one year (for securities not listed or traded) from the end of the offering, including:

a) Stock issuance plans with remarks from the General shareholders meeting must indicate stock type, quantity of stocks offered by type, characteristics of stocks (if not common stocks), principles for determination of the issue price in comparison with book value and market price (if applicable), and evaluation of expected post-issuance share dilution rate.

The issue price must be determined according to Article 125 of the Companies Law. If the General shareholders meeting ratifies the issuance plan that offers preferential price to entities aside from existing shareholders, such plan must indicate eligibility criteria for preferential price.

b) If the offering raises funds for project execution, the issuer must clarify the success rate or minimum earnings required from the offering and solutions against failure of such rate or minimum earning level in the plan for use of funds raised, which is presented to the General shareholder’s meeting for approval.

5. The issuer’s financial reports in the last two years, as per these requirements:

a) The financial reports must consist of balance sheet, income statement, cash flow and notes as per current laws on accounting and auditing;

b) If the issuer is a parent company, it must submit the consolidated financial statement, together with its financial report, as per the laws on accounting. The consolidated financial statement shall be a base element for the examination of the eligibility for public offering;

c) Annual financial reports must be audited by an auditing organization permitted to audit entities holding public interests in the securities sector. The auditor shall provide unqualified opinions on financial reports.  If the auditor provides qualified opinions, exceptions must not matter and not affect the eligibility for offering. If the auditor provides qualified opinions on the consolidated financial statement, exceptions must abide by the said requirement and must not originate from the child companies’ non-consolidation of financial reports. The issuer must provide its explanations in writing and obtain the auditor's endorsement of the effects of such exceptions;

d) The financial report for the year immediately preceding the registration of the offering must state profits;

dd) If documents are submitted before the 01^st of March by the issuer whose fiscal year is identical to the calendar year or before the first of the third month from the issuer’s fiscal year end that is not the 31^st of December, the financial report for the immediately preceding year may not be audited but consecutive financial reports for two further previous years must be audited;

e) If the interval between the end of the accounting period of the nearest financial report and the date for submission of full and valid documents for public offering registration to the State Securities Commission is over ninety (90) days, the issuer must submit an additional financial report for the nearest month or quarter as per the laws on accounting. If unusual fluctuations occur after the nearest financial report’s year end, the issuer must submit additional financial report for the nearest month or quarter;

g) If the issuer is a securities company, its financial reports must abide by Point b, c, d, dd and e of this Section and by accounting regulations applicable to securities companies;

6. The stock issuance guarantee (if available) as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to stock issuance guarantee must be enclosed with contracts among underwriters. Documents on the undertaking to issuance guarantee may be submitted late but not later than the day preceding the date of the State Securities Commission’s bestowal of the certificate of offering registration;

7. Decisions by the Board of Directors on the approval of documents for public offering registration. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business.

8. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

9. If funds raised contribute to investment, business or real estate projects, the documents must include legal papers on land use right (e.g. certificates of land use right or decisions on land assignment or land lease by competent governmental authorities), certificates of investment, information on ground clearance and compensation, approvals of plans and particulars of the use of funds raised from the offering. If funds raised contribute to investments in ore mining and infrastructure projects, the documents must include written approvals of such projects by competent governmental authorities;

10. Reports on the use of funds raised from the nearest offering, which were verified by an auditor permitted to audit entities holding public interests in the sector of securities;

11. The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold in the offering. The escrow account must not overlap the issuer’s current account. If the issuer is a commercial bank, it must have the escrow account opened in another commercial bank;

12. Address information and details taken from the National company register website, National information website for foreign investments or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

13. The consultancy contract with a securities company on the documents for public offering registration, unless the issuer is a securities company or the offering has issuance guarantee.

Article 6. Documents for registration of public offering by newly incorporated companies in the infrastructure sector

The application for public offering by newly incorporated companies in the infrastructure sector shall include:

1. The letter of application for public offering as per Appendix 04 of this Circular;

2. Written evidences of the corporation’s role as the main investor in infrastructure projects in the programs for economic and social development at ministerial level, sectoral level or in provinces and centrally affiliated cities;

3. The draft of the corporation’s Charter in conformity to the laws;

4. The competent authorities' written approvals of the stock offering plan of state-invested companies that are newly established;

5. The stock issuance guarantee firmly committed by a securities company permitted to guarantee stock issuance, as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the stock issuance must be enclosed with contracts among underwriters.

6. The prospectus as per Section 2, Article 5 of this Circular. The prospectus must bear signatures of the issuer's founding shareholders in lieu of the signatures of the Director or General Director, Finance Director or Chief accountant;

7. Documents on investment projects ratified by the authorities;

8. The undertaking of joint liabilities by the Board of Directors or founding shareholders for the plans for stock issuance and use of funds raised from the public offering;

9. The detailed plan for public offering, which indicates the success rate or minimum earnings required from the offering and solutions against failure of the planned success rate or minimum earning level.

10. The written designation of the Bank supervising the use of funds raised from the offering;

11. Undertakings by the Board of Directors or founding shareholders to launch the stocks in an organized securities market in one year upon the official commencement of the corporation;

12. The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold via the offering. The escrow account must not overlap the issuer’s current account;

13. Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties;

14. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

Article 7. Documents for registration of public offering for the establishment of corporations in the high technology sector

The application for public offering for the establishment of corporations in the high technology sector shall include:

1. Written evidences of the corporation’s engagement in high-tech fields into which investments are encouraged as per the laws;

2. Documents as defined in Section 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, Article 6 of this Circular.

Article 8. Documents for registration of initial public offering for the establishment of joint-stock credit institutions

The application for initial public offering for the establishment of joint-stock credit institutions shall include:

1. Documents as defined in Section 1, 8, 9, 10, 12, 13, 14, Article 6 of this Circular.

2. The written approval by the State Bank of Vietnam of the establishment of the joint-stock credit institution and the bestowal of the license;

3. The draft of the credit institution’s Charter in conformity to the laws;

4. The prospectus as per Section 2, Article 5 of this Circular. The prospectus bears the signature of the Head of the preparatory committee for establishment of the credit institution, in lieu of the signatures of the Chairman of the Board of Directors, Director or General Director, Finance Director or Chief accountant of the issuer;

5. The business plan for the first 03 years starting from the planned year of establishment;

6. The list and profiles of founding shareholders as per current regulations;

7. The financial position and information related to legal entities that are majority shareholders, as per the form in Appendix 05 of this Circular;

8. Undertakings by founding shareholders to launch the stocks in an organized securities market in one year upon the commencement of the credit institution’s operations.

Article 9. Documents for registration of public offering in Vietnam by companies incorporated and operated according to foreign laws

The application for public offering in Vietnam by companies incorporated and operated according to foreign laws shall include:

1. Documents as defined in Section 1, 2, 3, 4, 7, 8, 9, 11, Article 5 of this Circular.

2. The issuer’s financial reports, which have been produced according to international accounting standards and audited by an auditor licensed by competent governmental authorities in the issuer’s country of origin;

3. Documents on investment projects in Vietnam, which were ratified by competent authorities;

4. Undertakings by the issuer to execute projects in Vietnam and not to shift funds raised abroad and not to withdraw self-financed counterpart funds during the term of the licensed project;

5. Undertakings by the issuer to fulfill duties as per regulations on foreign exchange management in connection with the issuance of stocks in Vietnam and according to the laws of Vietnam;

6. The stock issuance guarantee firmly committed by a securities company incorporated and operated in Vietnam, as per Appendix 03 of this Circular. If the stock issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the stock issuance must be enclosed with contracts among underwriters.

7. The written designation of the Bank supervising the use of funds raised from the offering;

Article 10. Documents for registration of public offering by joint-stock companies formed by consolidation or merger

1. The application for public offering by joint-stock companies, which took form after consolidation or merger and have operated for at least two fiscal years, shall include those defined in Article 5 of this Circular.

2. The application for public offering by joint-stock companies that took form after consolidation or merger and have operated less than two fiscal years shall include those defined in Article 5 of this Circular. However, the issuer's financial report for the year immediately preceding the year that abuts the epoch of the registration of the offering as per Section 5, Article 5 of this Circular shall be replaced by financial reports for the said year of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger).

3. The application for public offering by joint-stock companies, which took form after consolidation or merger and gain exemptions as per Point b, Section 2, Article 18 of the Decree No. 58/2012/ND-CP as amended by Section 8, Article 1 of the Decision No. 60/2015/ND-CP, shall include:

a) Documents as defined in Section 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, 13, Article 5 of this Circular.

b) Financial reports, for two (02) years immediately preceding the public offering registration, of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger) as per Section 5, Article 5 of this Circular;

c) Decisions by the General Shareholder’s Meeting of the transferor companies (in case of consolidation) or the acquired and acquiring companies (in case of merger) or decisions by the General Shareholder’s Meeting of the transferee company or the post-merger company according to Section 4, Article 5 of this Circular;

d) The written approval by the Prime Minister of the restructuring scheme if the issuer is formed by consolidation or merger according to the restructuring scheme of the Prime Minister.

Article 11. Documents for registration of public offering by majority shareholders

1. The application for majority shareholders’ public offering of their stocks not via an order matching system or an arrangement with the State Securities Commission shall include:

a) The application for majority shareholder's public offering as per Appendix 06 of this Circular;

b) Decisions by the General Shareholder’s Meeting or the Board of Directors (for joint-stock companies, or by the Members’ council or owner (for limited liability companies) on the approval of the sale of shares and the offering plan;

c) The prospectus for majority shareholder’s public offering as per Appendix 07 of this Circular;

d) Written evidences of the majority shareholder’s legitimate ownership and transferability of the shares offered according to the laws;

dd) Financial reports of the entity whose stocks is offered for two (02) most recent years as per Section 5, Article 5 of this Circular;

e) The consultancy contract with a securities company on the documents for public offering registration, unless the issuer is a securities company;

g) The bank’s written confirmation of escrow account opened for receipt of payments for stocks sold in the offering. The escrow account must not overlap the issuer’s current account. If the majority shareholder is a commercial bank, a different commercial bank must be chosen to open the escrow account.

2. The majority shareholder of a corporation, whose stock is listed or traded on a Stock exchange, when selling its holdings through the trading system of the Stock exchange, shall abide by the laws on the announcement of information of majority shareholders' transactions;

3. The majority shareholder representing the shares of the government, state-owned corporations, groups and enterprises, when offering the state-owned shares to the public, shall conform to the laws on equitization and on the management and use state-owned shares in companies.

Article 12. Requirements for public offering of bonds

1. The public offering of bonds must meet requirements as defined in Article 11 of the Decree No. 58/2012/ND-CP.

2. The offering of convertible and warrant-linked bonds must satisfy requirements as stated in Article 15 of the Decree No. 58/2012/ND-CP.

3. The public offering of guaranteed bonds must comply with requirements as imposed in Article 16 of the Decree No. 58/2012/ND-CP.

4. Shelf offering of bonds must abide by requirements as prescribed in Article 17 of the Decree No. 58/2012/ND-CP.

5. The public offering of bonds of joint-stock companies formed by consolidation or merger must conform to requirements as stated in Article 18 of the Decree No. 58/2012/ND-CP and Section 8, Article 1 of the Decree No. 60/2015/ND-CP.

6. The public offering of bonds, in Vietnam, of companies incorporated and operated as per foreign laws must fulfill requirements as specified in Article 19 of the Decree No. 58/2012/ND-CP.

7. The offering of bonds, in Vietnamese currency, of international financial institutions must observe requirements as regulated in Article 20 of the Decree No. 58/2012/ND-CP.

Article 13. Documents for registration of public bond offering

The application for public bond offering shall include:

1. The application for public bond offering as per Appendix 08 of this Circular;

2. The prospectus for public bond offering, which must resemble the form in Appendix 09 of this Circular and contain particulars as defined in Section 2, Article 5 of this Circular and bear the signature of the Chairman of the Members’ council or the Company if the issuer is a limited liability company, in lieu of the signature of the Chairman of the Board of Directors as per Point d, Section 2 of Article 5;

3. The corporation’s charter in conformity to the laws;

4. Decisions by the Board of Directors, Members’ council or Owner of the corporation on the ratification of plans for bond issuance, for use of funds raised from the public offering of bonds and for repayments of debts.

If the issuer is a state-owned company, the plans for bond issuance, use of funds raised and repayment of debts must be ratified by the its Owner or Board of Director or Members’ council or its Chairman or General Director or Director according to the echelons as defined in the company’s charter;

5. Financial reports as stated in Section 5, Article 5 of this Circular;

6. The bond issuance guarantee (if available) as per Appendix 10 of this Circular. If the issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the issuance must be enclosed with contracts among underwriters. Documents on the undertaking to bond issuance guarantee may be submitted late but not later than the day preceding the date of the State Securities Commission’s bestowal of the certificate of offering registration;

7. Decisions by the Board of Directors, Members’ council or Owner of the company on the approval of documents for public offering of bonds. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business.

8. If parts or all of the documents for public offering registration are endorsed by a concerned entity, the issuer must submit such written endorsement to the State Securities Commission.

9. If funds raised contribute to investment, business or real estate projects, the documents must include legal papers on land use right (e.g. certificates of land use right or decisions on land assignment or land lease by competent governmental authorities), certificates of investment, information on ground clearance and compensation, approvals of plans and particulars of the use of funds raised from the offering. If funds raised contribute to investments in ore mining and infrastructure projects, the documents must include written approvals of such projects by competent governmental authorities;

10. Reports on the use of funds raised from the nearest offering, which were verified by an auditor permitted to audit entities holding public interests in the sector of securities;

11. The bank’s written confirmation of escrow account opened for receipt of payments for bonds sold in the offering. The escrow account must not overlap the issuer’s current account. If the issuer is a commercial bank, it must have the escrow account opened in another commercial bank;

12. Undertakings by the issuer to perform duties regarding bond issuance and payment conditions towards the investors and to assure their legitimate benefits and other conditions;

13. The consultancy contract with a securities company on the documents for registration of public bond offering, unless the issuer is a securities company or the offering has issuance guarantee.

Article 14. Documents for registration of public offering of guaranteed corporate bonds

The application for public offering of guaranteed corporate bonds shall include:

1. Documents as stated in Article 13 of this Circular;

2. The written approval of bond backing by payment guarantee and the underwriter's financial report for the latest year, which was audited by an auditor permitted to audit entities holding public interests in the securities sector;

3. The duty guarantee contract between the bond issuer and the underwriter, in case of guarantee by a third party's assets, the detailed list of collaterals, the written evidences of legitimate ownership by the issuer or the underwriter, the contract for collateral insurance (if available); the record of unexpired collateral valuation (not exceeding 12 months from the date of valuation) by competent authorities and valuation service providers, and the certificate of collateral registration from competent authorities (if available);

4. The contract between the bond issuer and the representatives of bond owners.

Article 15. Documents for registration of public offering of convertible and warrant-linked bonds by joint-stock companies

The application for joint-stock companies' public offering of convertible and warrant-linked bonds shall include:

1. Documents as defined in Section 1, 2, 3, 5, 6, 8, 9, 11, 13, Article 13 of this Circular;

2. Decisions by the Board of Directors on the approval of documents for registration of public bond offering. The written approval by the competent governmental managing authority, which is required by specialized laws applicable to the public offering by the issuer performing conditional business;

3. Decisions by the General shareholders meeting on the ratification of plans for bond issuance and for use of funds raised from the public offering of bonds.

4. Undertakings by the issuer to perform duties towards the investors according to Section 12, Article 13 of this Circular and the following details:

a) Conditions and time limit for conversion;

b) Conversion ratio and conversion price formula;

d) Other conditions (if any).

5. The plan for issuance of stocks after the maturity of convertible bond, warrant-linked bond or preferred bond-linked warrant (if any) and for compensation to holders of convertible bonds;

6. Address information and details taken from the National company register website, National information website for foreign investments  or competent governmental authorities’ information websites or other sources as per the State Securities Commission’s guidelines for verification of the corporation’s business sector and trades and the foreign ownership ratio (if applicable) for the business and investment areas that the corporation is pursuing as per the investment law, relevant laws and international treaties.

Article 16. Documents for registration of public bond offering by joint-stock companies formed by consolidation or merger

1. The application for public bond offering by joint-stock companies, which took form after consolidation or merger and have operated for at least two (02) fiscal years, shall include those defined in Article 13 of this Circular.

2. The application for public bond offering by joint-stock companies that took form after consolidation or merger and have operated less than two (02) fiscal years shall include those defined in Article 13 of this Circular. However, the issuer's financial report for the year immediately preceding the year that abuts the epoch of the registration of the offering as per Section 5, Article 5 of this Circular shall be replaced by financial reports for the said year of the transferor companies (in case of consolidation) or of the acquired and acquiring companies (in case of merger).

3. The application for public bond offering by joint-stock companies, which took form after consolidation or merger and gain exemptions as per Point b, Section 2, Article 18 of the Decree No. 58/2012/ND-CP as amended by Section 8, Article 1 of the Decision No. 60/2015/ND-CP, shall include:

a) Documents as stated in Article 13 of this Circular, including financial reports, for two years immediately preceding the registration of the offering, of transferor companies (in case of consolidation) or acquired and acquiring companies (in case of merger) in lieu of financial reports as defined in Section 5, Article 5 of this Circular

b) The written approval by the Prime Minister of the restructuring scheme if the issuer is formed by consolidation or merger according to the restructuring scheme of the Prime Minister.

Article 17. Documents for registration of public bond offering in Vietnam by companies incorporated and operated according to foreign laws

The application for public offering of bonds in Vietnam by companies incorporated and operated according to foreign laws shall include:

1. Documents as defined in Section 1, 2, 3, 6, 7, 8, 9, 10, 11, 12, Article 13 of this Circular;

2. Documents on investment projects in Vietnam, which were ratified by competent authorities;

3. Decisions by the Board of Directors, Members’ council or Owner of the corporation on the ratification of plans for bond issuance, for use of funds raised from the public offering of bonds and for repayments of debts;

4. The issuer’s financial reports, which have been produced according to international accounting standards and audited by an auditor licensed by competent governmental authorities in the issuer’s country of origin;

5. Undertakings by the issuer to execute projects in Vietnam and not to shift funds raised abroad and not to withdraw self-financed counterpart funds during the term of the licensed project;

6. Undertakings by the issuer to fulfill duties as per regulations on foreign exchange management in connection with the issuance of bonds in Vietnam and according to other laws of Vietnam;

7. The bond issuance guarantee firmly committed by a securities company incorporated and operated in Vietnam, as per Appendix 10 of this Circular. If the issuance guarantee is given by a group of underwriters, the main underwriter’s written undertaking to guarantee the issuance must be enclosed with contracts among underwriters;

8. The written designation of the Bank supervising the use of funds raised from the offering;

Article 18. Documents for registration of shelf offering of stocks or bonds

1. Apart from the papers as defined, the application for shelf offering of stocks or bonds must manifest the following information in the prospectus:

a) The project or plan for the use of funds raised from multiple offerings;

b) The plan for offering, which indicates target entities, quantity and length of time of each offering. The planned length of time of each offering must not exceed 90 days.

2. The issuer, before each offering, must provide documents on the corporation’s circumstances and particulars of the use of funds previously raised, which were verified by an auditor permitted to audit entities holding public interests in the securities sector if the interval between the end of an offering and the immediately subsequent offering is 06 months or longer.  The interval between two consecutive offerings must not exceed twelve (12) months.

Volume 2. ADMISSION AND PROCESSING OF APPLICATIONS FOR PUBLIC OFFERING

Article 19. Admission of applications for public offering

Original documents for registration of public offering must be included in one (01) set of application in Vietnamese, which is then submitted to the State Securities Commission. If the set of application contains copies, such copies must be reproduced from original records or certified by competent authorities. If original documents are made in foreign languages, Vietnamese translations must be enclosed and certified by competent authorities and organizations licensed to provide translation services in Vietnam.

Article 20. Processing of applications for public offering

1. In seven (07) working days upon the receipt of documents, the State Securities Commission shall inform the issuer in writing of the former’s request for amendments, if required.

2. In thirty (30) days upon the receipt of full and valid documents, the State Securities Commission shall consider papers and issue a certificate of public offering registration. State Securities Commission, if rejecting the application, must respond and provide its justifications in writing.

Article 21. Time limit for adoption of amendments

In sixty (60) days upon the State Securities Commission’s written requisition for the issuer’s amendments to the application for public offering, the issuer must complete and submit documents to the State Securities Commission as per the latter’s request. If the issuer does not adopt amendments requested within the said time limit, the State Securities Commission shall end its consideration of the application.

Article 22. Fulfillment of formalities for certification of public offering registration

In three (03) working days upon the State Securities Commission’s notice, the issuer must provide the State Securities Commission with 06 originals of the official prospectus to fulfill the formalities for certification of public offering registration.

Volume 3. INFORMATION ANNOUNCEMENT AND PUBLIC OFFERING RESULT REPORTING

Article 23. The issuer’s announcement of public offering

In seven (07) working days upon the effect of the certificate of public offering registration, the issuer shall publish a notice of public offering on three consecutive issues of a nation-wide online or print newspaper as per Appendix 11 and 12 of this Circular. The notice of public offering and official prospectus must be posted on the websites of the issuer and the Stock exchange where the issuer has its securities listed or traded (if applicable).

Article 24. Reporting and announcement of public offering result

The issuer must report to the State Securities Commission the result of the offering in ten (10) days upon the end of the offering. The documents for reporting and announcement of the offering result shall include:

1. The report on the offering result as per Appendix 13 and 14 of this Circular;

2. The written confirmation by the bank that opens the issuer’s escrow account for receipts from the offering (except for stock swap as defined in Chapter III of this Circular).

Article 25. Acknowledgement of public offering result

In three (03) working days upon the receipt of full and valid reporting documents on public offering result as per Article 24 of this Circular, the State Securities Commission shall be held responsible for notifying its acknowledgement of the offering result in writing to the issuer, the Stock exchange (if the issuer’s stock is listed or traded) and the Securities Depository. Moreover, such acknowledgement shall be posted on the website of the State Securities Commission.

Article 26. Release of receipts from the offering

Receipts from the offering shall be released to the issuer upon the State Securities Commission’s acknowledgement in writing of the result of the offering.

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