Chapter IV
PUBLIC CORPORATION'S ISSUANCE OF ADDITIONAL STOCKS
Article 31. Requirements for scrip issue
A public corporation, when issuing stocks dividend to existing shareholders to increase share capital, must fulfill these requirements:
1. The plan for scrip issue has been approved by the General shareholders meeting;
2. Resources for scrip issue from undistributed net profit suffice according to the latest financial report audited as per regulations.
If a public corporation, as a parent company, issues stocks dividend, resources for scrip issue must not exceed the undistributed net profit as shown in the consolidated financial report audited. If the part of profit to be distributed is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only distribute profit after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.
Article 32. Scrip issue report
The report on a public corporation’s scrip issue shall include:
1. The report on scrip issue as per Appendix 17 of this Circular;
2. Decisions by the General shareholders meeting on the approval of the plan for scrip issue;
3. Decisions by the Board of Directors on the execution of the plan for scrip issue;
4. The latest financial report audited as per regulations;
5. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the part of profit to be distributed is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company’s financial statement;
6. The plan for handling fractional share (if any) as approved by the General shareholders meeting or the Board of Directors.
Article 33. Requirements for stock issuance for increase of share capital with finances from the equity
A public corporation, when issuing stocks to increase share capital with finances from the equity, must satisfy these requirements:
1. The stock issuance plan for increase of share capital from the equity has been approved by the General shareholders meeting;
2. The following resources suffice according to the latest audited financial report:
a) Capital surplus;
b) Development investment fund;
c) Undistributed net profit;
d) Other funds (if available) for increase of charter capital as per the laws.
If a public corporation, as a parent company, issues stocks to increase share capital with finances from the surplus of share capital, development investment fund or other funds, the resource of finances shall be subject to the parent company’s financial report
If a public corporation, as a parent company, issues stocks to increase share capital with finances from undistributed net profit, the resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report. If the resource of finances is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only proceed after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.
3. Total value of resources as stated in Section 2 of this Article must not be less than the total increased value of share capital as per the plan passed by the General shareholders meeting.
Article 34. Report on stock issuance for increase of share capital with finances from the equity
The report on a public corporation’s stock issuance for increase of share capital with finances from the equity shall comprise:
1. The report on stock issuance for increase of share capital with finances from the equity, as per Appendix 17 of this Circular;
2. Decisions by the General shareholders meeting on the approval of the issuance plan;
3. Decisions by the Board of Directors on the execution of the issuance plan;
4. The latest financial report audited as per regulations;
5. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the parent company issues stocks to increase share capital with finances from the undistributed net profit and such finances are lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement;
6. The plan for handling fractional share (if any) as approved by the General shareholders meeting or the Board of Directors.
Article 35. Requirements for issuance of stocks for internal employee share scheme.
A public corporation, when issuing stocks for an internal employee share scheme, shall fulfill these requirements:
1. The stock option and issuance plans have been approved by the General shareholders meeting;
2. Total amount of stocks issued for the employee share scheme every twelve (12) months must not exceed five percent (5%) of the corporation's outstanding shares;
3. Board of Directors must announce lucid criteria and employees eligible for the said plan, principles of pricing and quantification of distributable stocks by beneficiary, and schedule;
4. If the corporation issues incentive stocks to employees, it must satisfy requirements in Section 1, 2, 3 of this Article and possess adequate finances from the following resources according to the latest audited financial report:
a) Capital surplus;
b) Development investment fund;
c) Undistributed net profit;
d) Other funds (if available) for increase of charter capital as per the laws.
If a public corporation, as a parent company, issues incentive stocks to employees with finances from the share capital surplus, development investment fund or other funds, the resource of finances shall be subject to the parent company's financial report.
If a public corporation, as a parent company, issues incentive stocks to employees with finances from undistributed net profit, the resource of finances shall not exceed the undistributed net profit as shown in the consolidated financial report audited. If the resource of finances for the employee incentive plan is lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement, the corporation shall only use the undistributed net profit after transferring profit from child companies to the parent company according to the corporate accounting regulations' guidelines for profit distribution.
5. If the corporation issues incentive stock to employees, the total value of resources as stated in Section 4 of this Article must not be less than the total increased value of share capital as per the plan passed by the General shareholders meeting.
Article 36. Report on stock issuance for employee share scheme
The report on a public corporation's stock issuance for an internal employee share scheme shall include:
1. The report on stock issuance for internal employee share scheme, as per Appendix 18 of this Circular;
2. Decisions by the General shareholders meeting on the approval of the scheme and the issuance plan. Individuals holding interests associated with the stock offering for the internal employee share scheme shall not cast vote on the Resolution by the General shareholders meeting on the issuance of stock for the employee share scheme;
3. Decisions by the General shareholders meeting or Board of Directors on the approval of criteria and employees eligible for the scheme, principles of pricing and quantification of distributable stocks by beneficiary, and schedule;
4. Decisions by the Board of Directors on the execution of the issuance plan;
5. The latest financial report audited as per regulations in case of an internal incentive stock scheme for employees;
6. Written evidences of the completion of the transfer of profit from child companies to the parent company according to corporate accounting regulations’ guidelines for profit distribution if the undistributed net profit finances the issuance of employees’ incentive stocks and such finances are lower than the undistributed net profit as shown in the consolidated financial report but higher than the undistributed net profit in the parent company's financial statement;
Article 37. Reporting and announcement of the issuance of additional stocks
1. The issuer must report the issuance of additional stocks in writing, as per Article 32, Article 34 and Article 36 of this Circular, to the State Securities Commission.
2. In seven (07) working days upon the receipt of the report as stated in Section 1 of this Article, the State Securities Commission shall inform the issuer in writing of the details of essential amendments, if requested. The length of time of the issuer’s revision of the report shall not add to the time limit for the State Securities Commission’s consideration and settlement.
3. In seven (07) working days upon the receipt of the full and valid report as defined in Section 1 of this Article, the State Securities Commission shall respond to the issuer in writing for the latter’s proceedings or inform the issuer in writing of the former’s rejection and justifications.
4. In seven (07) working days upon the State Securities Commission's notification of its receipt of the full report as stated in Section 1 of this Article, the issuer must announce the issuance of stocks on mass media by the following schedule:
a) In case of the scrip issue or the issue of stocks for increase of share capital with finances from the equity, information must be announced in at least seven (07) working days before the final date of registration for the apportionment of rights as per Appendix 19 of this Circular.
b) In case of the issuance of stocks for an employee share scheme, information must be announced in at least seven (07) working days prior to the last date of the collection of payments for stocks or the transfer of incentive stock ownership, as per Appendix 20 of this Circular.
5. The final date of registration for the apportionment of rights or the last date of the collection of payments for stocks and the transfer of incentive stock ownership to employees shall not exceed forty five (45) days upon the State Securities Commission’s notification of its receipt of the full report.
6. The issuer must report the result of the stock issue to the State Securities Commission and publicize information by the following schedule:
a) In case of the scrip issue or the issue of stocks for increase of share capital with finances from the equity, the issuer must submit the said report in fifteen (15) working days from the final date of registration for the apportionment of rights as per Appendix 21 of this Circular.
b) In case of the issuance of stocks for an employee share scheme, the issuer must submit the said report in fifteen (15) working days from the last date of the collection of payments for stocks or the transfer of incentive stock ownership to employees, as per Appendix 22 of this Circular. The report on the result of the stock issue must include a list of employees participating in the scheme and quantity of shares for each employee eligible.
7. In three (03) working days upon the receipt of the full report on the result of the stock issue, the State Securities Commission shall announce its receipt of such report on its website and have the result sent to the issuer, the Stock Exchange and the Securities Depository.
8. The public corporation, whose stock is listed or traded, must register additional stocks issued for listing or trading with the Stock Exchange in fifteen (15) days upon the State Securities Commission’s notification of the result of the stock issue to the issuer.
Article 38. Handling of fractional share
1. A fractional share is less than one (01) full share. If the issuance of stock gives rise to fractional share, the corporation must have a settlement plan that maximize shareholders' interests and equality. The plan for handling fractional share must be approved by the General shareholders meeting or the Board of Directors.
2. If the scrip issue or the issuance of stocks for increase of share capital with finances from the equity gives rise to fractional shares, the corporation shall be entitled to repurchase such fractional shares for its treasury stock inventory. The corporation shall record and handle stocks arising from the settlement of fractional shares according to this Circular and relevant regulations.
Tìm kiếm
Thông tư 162/2015/TT-BTC (Bản Word)