Chapter 2
CONDITIONS FOR LISTING SECURITIES OF JOINT-STOCK COMPANIES FORMED AFTER THE COURSE OF CONSOLIDATING OR MERGING ENTERPRISES
Article 3. Conditions for securities listing at the Stock Exchange (SE) of Ho Chi Minh city of joint-stock companies formed after the course of consolidating or merging enterprises
1. Conditions for stock listing
1.1. Conditions for stock listing of companies formed after consolidating enterprises
a. Companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy conditions specified in points a, c, d, dd and e clause 1 Article 53 of the Decree No. 58/2012/ND-CP.
b. Companies formed after consolidating two (02) or several enterprises of which at least one company listing at the Stock Exchange (SE) of Ho Chi Minh city and at least one company not listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy conditions specified in points a, c, d, dd and e clause 1 Article 53 of the Decree No. 58/2012/ND-CP; concurrently the unlisted company (ies) must satisfies conditions of having at least two (02) years operating under form of joint-stock company, counted to the time when the company formed after consolidation is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the last year is not less than 05% and the business operation of two (02) years preceding the consolidation year must have interest; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.
c. Companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange (SE) of Ho Chi Minh city must satisfy fully conditions specified in clause 1 Article 53 of the Decree No. 58/2012/ND-CP.
1.2. Conditions for stock listing of companies formed after merging enterprises
a. If the company receiving merge and the merged companies are companies listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merging must implement registration for modification of listing.
b. If the company receiving merge is the listed company and the merged companies are not companies listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merging will be entitled to implement registration for listing to supplement the swap shares of the merged company when:
b1. The merged company meets the following conditions: Having at least two (02) years operarted under form of joint-stock company counted to the time when the company formed after merger is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the last year is not less than 05% and the business operation of two (02) years preceding the consolidation year must have interest; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.
b2. If the merged company fails to meet conditions specified in the point b1 as mentioned above, it must have the ROE rate on the audited annual consolidation financial statement or the audited semi-year consolidated financial statement (made after time of merger) of the company formed after merger is not less than 05% or have the ROE rate being positive on the audited annual consolidated financial statement (made after time of merger) and more than the ROE rate on the audited annual financial statement of the last year of the company receiving merger.
b3. If the merged company and the ROE rate of the company formed after merger fail to satisfy the above conditions, quantity of shares issued additionally (corresponding to the capital of the merged company) are only entitled to list additionally after one (01) year from the time when the company formed after merger is granted Certificate of Business registration.
c. If the company receiving merger is not company listing at the Stock Exchange (SE) of Ho Chi Minh city, the company formed after merger must satisfy fully conditions specified in clause 1 Article 53 of the Decree No. 58/2012/ND-CP.
2. Conditions for listing bonds after consolidating/merging enterprises
The company formed after consolidating/merging may register the bond listing as prescribed in clause 2 Article 53 of the Decree No. 58/2012/ND-CP.
Article 4. Conditions for listing securities at the Stock Exchange (SE) of Hanoi of joint-stock companies formed after the course of consolidating or merging enterprises
1. Conditions for stock listing
1.1. Conditions for stock listing of companies formed after consolidating enterprises
a. Companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in points a, c, d and dd clause 1 Article 54 of the Decree No. 58/2012/ND-CP.
b. Companies formed after consolidating two (02) or several enterprises of which at least one company listing at the Stock Exchange (SE) of Hanoi and at least one company not listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in points a, c, d and dd clause 1 Article 54 of the Decree No. 58/2012/ND-CP; concurrently the unlisted company (ies) must satisfies conditions of having at least one (01) year operating under form of joint-stock company, counted to the time when the company formed after consolidation is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the year preceding the consolidation year is not less than 05%; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.
c. Companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange (SE) of Hanoi must satisfy conditions specified in clause 1 Article 54 of the Decree No. 58/2012/ND-CP.
1.2. Conditions for stock listing of companies formed after merging enterprises
a. If the company receiving merge is company listing at the Stock Exchange (SE) of Hanoi and the merged companies are companies listing at the Stock Exchange (SE), the company formed after merging must implement registration for modification of listing.
b. If the company receiving merge is the listed company at the Stock Exchange (SE) of Hanoi, but the merged companies are not companies listing at the Stock Exchange (SE), the company formed after merging will be entitled to implement registration for listing to supplement the swap shares of the merged company when:
b1. The merged company must satisfy conditions of having at least one (1) year operarted under form of joint-stock company counted to the time when the company formed after merger is granted Certificate of Business registration; the rate of post-tax profit on equity capital (ROE) in the year preceding the merger year is not less than 05%; having no payable debts that are overdue more than one (01) year; having no accumulated losses counted to the consolidation year; complying with regulations of law on accounting and financial statement.
b2. If the merged company fails to meet conditions specified in the point b1 as mentioned above, it must have the ROE rate on the audited annual consolidation financial statement or the audited semi-year consolidated financial statement (made after time of merger) of the company formed after merger is not less than 05% or have the ROE rate being positive on the audited annual consolidated financial statement (made after time of merger) and more than the ROE rate on the audited annual financial statement of the last year of the company receiving merger.
b3. If the merged company and the ROE rate of the company formed after merger fail to satisfy the above conditions, quantity of shares issued additionally (corresponding to the capital of the merged company) are only entitled to list additionally after one (01) year from the time when the company formed after merger is granted Certificate of Business registration.
c. If the company receiving merger is not company listing at the Stock Exchange (SE) of Hanoi, the company formed after merger must satisfy fully conditions specified in clause 1 Article 54 of the Decree No. 58/2012/ND-CP.
2. Conditions for listing bonds after consolidating/merging enterprises
The company formed after consolidating/merging may register the bond listing as prescribed in clause 2 Article 54 of the Decree No. 58/2012/ND-CP.
Tìm kiếm
Thông tư 73/2013/TT-BTC (Bản Word)