Chương III Thông tư 73/2013/TT-BTC: Hồ sơ, thủ tục đăng ký niêm yết tại sở giao dịch chứng khoán

Chapter 3

DOSSIERS OF AND PROCEDURES FOR LISTING REGISTRATION AT THE STOCK EXCHANGE

Article 5. Dossiers of and procedures for listing registration at the stock exchange

1. Conditions for registration for stock listing:

1.1. Dossier of registration for stock listing at the first time:

a. Dossier of registration for stock listing as prescribed in points b, dd, e, g, h, i, k clause 2 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for stock listing made according to the Appendix No. 01 (a);

c. Book of shareholder registration made within one (01) month before the time of submitting dossier for the listing registration enclosed with the list of major shareholders, internal shareholders, strategy shareholders (quantity, the rate of hold shares, time of transfer limit (if any)) and list of relevant persons of major shareholders, internal shareholders;

d. The prospectus made according to the form in Appendix No.02.

1.2. Dossier of registration for stock listing of companies formed after consolidating:

a. In case where companies formed after consolidating two (02) or several enterprises which are companies listing at the Stock Exchange:

- Dossier of registration for listing complies with clause 1.1 of this Article, exclude Appendix VI, VII about the audit report and financial statements at prospectus;

- Consolidation contract as prescribed by the Law on Enterprise;

- Written consent of competent state agencies for the consolidation of enterprises (in case it is required to have the consent of competent state agencies).

b. In case where companies formed after consolidating two (02) or several enterprises of which have at least one listed company and one company not being company listing at the Stock Exchange:

- Dossier of registration for listing complies with clause 1.1 of this Article, exclude Appendices VI and VII about the audit report and financial statements at prospectus;

- The unlisted company must have annual financial statement audited before consollidation;

- Consolidation contract as prescribed by the Law on Enterprise;

- Written consent of competent state agencies for the consolidation of enterprises (in case it is required to have the consent of competent state agencies).

c. In case where companies formed after consolidating two (02) or several enterprises which are not companies listing at the Stock Exchange, dossier of registration for listing complies with clause 1.1 of this Article.

1.3. Dossier of registration for stock listing of companies formed after merger:

a. In case of joint-stock companies formed after merger as prescribed in points a and b3 clause 1.2 Article 3 and points a and b3 clause 1.2 Article 4 of this Circular, dossier of changing the listing registration complies with clause 2 Article 59 of the Decree No. 58/2012/ND-CP;

- Written consent of competent state agencies for the merger of enterprises (in case it is required to have the consent of competent state agencies).

b. In case of joint-stock companies formed after merger as prescribed in points b1 and b2 clause 1.2 Article 3 and points b1 and b2 clause 1.2 Article 4 of this Circular:

- Dossier of the listing registration complies with clause 1.1 of this Article;

- The company receiving merger and the merged companies must have annual financial statement audited before merger;

- Merger contract as prescribed by the Law on Enterprise;

- Annual consolidated financial statement audited (made after time of merger) of the company formed after merger;

- Written consent of competent state agencies for the merger of enterprises (in case it is required to have the consent of competent state agencies).

c. In case of joint-stock companies formed after merger as prescribed in point c clause 1.2 Article 3 and point c clause 1.2 Article 4 of this Circular, dossier of the listing registration complies with clause 1.1 of this Article;

2. Dossier of registration for listing bonds includes:

a. Dossier of registration for listing bonds as prescribed in points b, c, dd, e, g, h and i clause 3 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for listing made according to the Appendix No. 01 (b);

c. The prospectus made according to the form in Appendix No.02.

3. Dossier of registration for listing public fund certificates and shares of companies for investment in public securities includes:

a. Dossier of registration for listing public fund certificates and shares of companies for investment in public securities as prescribed in points b, c, dd, e, g and h clause 4 Article 57 of the Decree No. 58/2012/ND-CP;

b. Written registration for listing made according to the form in Appendix No. 01 (c) and No. 01 (d);

c. The prospectus made according to the form in Appendix No. 03 and No. 04.

4. Joint-stock companies formed after merger as prescribed in points a and b clause 1.1 of Article 3; points a and b clause 1.1 Article 4 must conduct procedures for the listing registration within three (03) months after the companies formed after merger are granted certificates of business registration.

5. The Stock Exchange shall specify procedures for registration for listing securities of companies formed after consolidating, merging.