Chương III Thông tư 162/2015/TT-BTC: Chào bán cổ phiếu để hoán đổi

Chapter III

STOCK SWAP

Article 27. Requirements for stock swap

1. The public offering for full or partial swap of stocks with undefined shareholders must satisfy requirements in Point a and c, Section 1, Article 12 of the Securities Law, and Section 2, Article 23 of this Decree No. 58/2012/ND-CP and Section 9, Article 1 of this Decree No. 60/2015/ND-CP.

2. The offering of stocks for full swap of shares with another public corporation as per a contract for consolidation or merger of the issuer and the public corporation must fulfill requirements in Section 3, Article 23 of the Decree No. 58/2012/ND-CP.

3. If the legal entity issuing stocks for swap is listed or applies for listing after the swap, it must conform to this Circular and securities-related laws on listing of securities.

Article 28. Documents for registration of stock swap

1. If the legal entity applies for an offering to swap stocks with undefined shareholders, the application shall include:

a) The letter of application for public offering for stock swap as per Appendix 15 of this Circular;

b) The prospectus as per Appendix 16 of this Circular;

c) The issuer’s charter;

d) Decisions by the General shareholders meeting on the approval of plans for stock issuance and swap;

dd) Audited financial reports, for the latest year, of the issuer and the legal entity holding stocks or shares to be swapped;

e) Decisions by the General shareholders meeting or Members’ council of the legal entity holding stocks or shares to be swapped on the approval of plans for issuance and swap;

g) 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;

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

2. In case of the full swap of outstanding shares of a public corporation as per the contract for consolidation or merger between the issuer and the public corporation, the application for the offering for stock swap shall include:

a) The letter of application for public offering for stock swap as per Appendix 15 of this Circular;

b) The prospectus as per Appendix 16 of this Circular;

c) The draft charter of the company formed by consolidation or merger, as approved by the Boards of Directors of legal entities engaging in the consolidation or merger;

d) Decisions by the General shareholders meetings of corporations engaging in consolidation or merger on the approval of plans for consolidation or merger, for stock swap and for business activities after consolidation or merger;

dd) Audited financial reports, for the latest year, of the issuer and the legal entity holding stocks or shares to be swapped;

e) The contract for consolidation or merger bearing signatures of the parties engaging in consolidation or merger as per the Companies Law;

g) The written approval by competition authorities of the consolidation or merger or of the undertakings by Boards of Directors of the parties involved to abide by the Law on competition.

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

i) 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;

k) The consultancy contract with a securities company on offering documents and stock swap dealing unless the issuer is a securities company;

Article 29. Procedures for admission and processing of documents, for announcement and reporting of results of public offering for stock swap

Procedures for admission and processing of documents, for announcement and reporting of the results of the public offering for stock swap shall resemble those for processing of applications for public offering as defined in Volume 2 and Volume 3, Chapter II of this Circular.

Article 30. Private placement for stock swap

1. The private placement for stock swap shall conform to Section 3, Article 4 of the Decree No. 58/2012/ND-CP as amended by Section 3, Article 1 of the Decree No. 60/2015/ND-CP, and to Section 3, Article 5 of the Decree No. 58/2012/ND-CP as revised by Section 4, Article 1 of the Decree No. 60/2015/ND-CP if stock swap leads to cross ownership as per Section 2, Article 189 of the Companies Law.

2. Except for the private placement for stock swap that leads to cross ownership as per Section 1 of this Article, the offering for swap of stocks with shareholders of a joint-stock company not publicly traded or the offering of stocks to one or some defined shareholders for swap of stocks with other public corporations’ shareholders or the offering of stocks for swap of limited liability companies' capital contributions must meet requirements in Point a, b, c, d, dd, Section 3, Article 4 of the Decree No. 58/2012/ND-CP as supplemented by Section 3, Article 1 of the Decree No. 60/2015/ND-CP and requirements on documentation in Point a, b, c, d, Section 3, Article 5 of the Decree No. 58/2012/ND-CP as supplemented by Section 4, Article 1 of the Decree No. 60/2015/ND-CP.