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THE
MINISTRY OF FINANCE
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.:
13/2019/TT-BTC
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Hanoi,
March 15, 2019
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CIRCULAR
AMENDMENTS
TO THE CIRCULAR NO. 180/2015/TT-BTC DATED NOVEMBER 13, 2015 PROVIDING GUIDANCE
ON REGISTRATION OF SECURITIES TRADING ON TRADING SYSTEM FOR UNLISTED SECURITIES
Pursuant to the Law on
securities dated June 29, 2006;
Pursuant to the Law on
amendments to the Law on securities dated November 24, 2010;
Pursuant to the Law on enterprises
dated November 26, 2014;
Pursuant to the Government’s
Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the
implementation of the Law on securities and the Law on amendments to the Law on
securities;
Pursuant to the Government’s Decree
No. 60/2015/ND-CP dated June 26, 2015 on amendments to the Government’s Decree
No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the
implementation of the Law on securities and the Law on amendments to the Law on
securities;
Pursuant to the Government’s
Decree No.126/2017/ND-CP dated November 16, 2017 on conversion of state-owned
enterprises and single-member limited liability companies of which 100% charter
capital is held by state into joint-stock companies;
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At the request of the Chairman
of the State Securities Commission of Vietnam;
The Minister of Finance
promulgates a Circular providing amendments to the Circular No. 180/2015/TT-BTC
dated November 13, 2015 providing guidance on registration of securities
trading on trading system for unlisted securities.
Article 1. Amendments to the
Circular No. 180/2015/TT-BTC dated November 13, 2015 providing guidance on
registration of securities trading on trading system for unlisted securities
1. Article 1 is amended as follows:
“Article 1. Scope and regulated
entities
1. This Circular provides guidance
on entities, documents and procedures for registration, modification and
cancellation of registration of securities trading on the trading system for
unlisted securities.
2. This Circular applies to:
a) Public companies;
b) Enterprises equitized in
accordance with regulations on equitization;
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d) Relevant authorities,
organizations and individuals.”
2. Article 2 is amended as follows:
“Article 2. Interpretation of
terms
In addition to the terms defined in
the Decree No. 58/2012/ND-CP dated July 20, 2012, the Decree No. 60/2015/ND-CP
dated June 26, 2015 and the Decree No. 126/2017/ND-CP dated November 16, 2017,
for the purpose of this Circular, the following terms are construed as follows:
1. “Upcom trading system” refers
to the system for trading of unlisted securities organized by Hanoi Stock
Exchange.
2. “securities registered for
trading" refer to securities which are owned by public companies, or enterprises
equitized in accordance with regulations on equitization, and have been
registered for trading on the Upcom trading system.
3. “registration of securities
trading" means the act of putting securities of public companies and
enterprises equitized in accordance with regulations on equitization into
trading on the Upcom trading system.
4. “organizations registering
for securities trading” are public companies and enterprises equitized in accordance
with regulations on equitization that have their securities registered for
trading on the Upcom trading system.
5. The words “company",
“enterprise”, and “organization” have the same meaning in this Circular.”
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“d) Enterprises that are equitized
in accordance with regulations on equitization and are not yet listed on the
Stock Exchange must carry out registration of trading of their securities on
the Upcom trading system."
4. Point b Clause 2 Article 3 is
amended as follows:
“b) Within thirty (30) days from
the end of the public offering as regulated in the Law on securities, public companies
that have their securities unlisted must complete procedures for registration
of securities at Vietnam Securities Depository and registration of securities
trading on the Upcom trading system;”
5. Point dd is
added to Clause 2 Article 3 as follows:
“dd) Enterprises that are equitized
in accordance with regulations on equitization and have their securities
unlisted on the Stock Exchange shall carry out registration, depositing and
registration of securities trading by the deadlines prescribed in Clause 5
Article 4 hereof.”
6. Point 1.1.c
Clause 1 Article 4 is amended as follows:
“c) Audited financial statements of
the year preceding the year of submission of the application for registration
of securities trading, except the following:
- In case a public
company changes its company type in the preceding year or in the year in which
the application for securities trading is submitted, it must submit the audited
financial statements for the full 12-month period of the year preceding the
year of application submission (the period before its conversion or both
periods before and after its conversion);
- In case a
company is delisted because of consolidation, the consolidated company still
meets requirements for a public company and such consolidation is completed
within the year preceding the year in which the application for registration of
securities trading is submitted, the application shall include the financial
statements of the year preceding the year of application submission (the
reporting period consists of less than 12 months) of the consolidated company;
If such consolidation is completed within the year in which the application for
registration of securities trading is submitted, the audited financial
statements of the year preceding the year of application submission of
consolidating companies shall be submitted;
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- In case a
state-owned company completes its equitization plan in the year preceding the
year in which the application for registration of securities trading is
submitted, the application shall include the audited financial statements for
the period commencing from the date it officially becomes a joint-stock company
to the end of such financial year;
- Other cases
are regulated by Hanoi Stock Exchange according to written opinions given by
the State Securities Commission of Vietnam.
In case an enterprise has its
actually contributed charter capital changed in the same year in which the
application for securities trading is submitted, in addition to financial
statements prescribed in this Point, capital audit report must be also
submitted."
7. Point 1.3
Clause 1 Article 4 is amended as follows:
“1.3. Within five (05) business
days from the receipt of the application, Hanoi Stock Exchange shall consider
the received application and requests for any revisions or modification (where
necessary).
Within five (05) business days from
the receipt of the complete and valid application, Hanoi Stock Exchange shall
issue a decision on approval for registration of securities trading and publish
relevant information as prescribed. If an application is refused, Hanoi Stock
Exchange shall specify reasons for such refusal in writing.”
8. Point 2.3
Clause 2 Article 4 is amended as follows:
“2.3. Within five (05) business
days from the receipt of the application, Vietnam Securities Depository shall
consider the received application and requests for any revisions or
modification (where necessary).
Within five (05) business days from
the receipt of the complete and valid application, Vietnam Securities
Depository shall issue the Certificate of securities registration to the public
company and also send a copy thereof to Hanoi Stock Exchange. Within five (05)
business days from the receipt of the Certificate of securities registration
and the complete and valid application as regulated in Point 2.1.b Clause 2 of
this Article, Hanoi Stock Exchange shall issue a decision on approval for
registration of securities trading and publish relevant information as
prescribed. If an application is refused, Hanoi Stock Exchange shall specify
reasons for such refusal in writing.”
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“5. With regard to equitized
enterprises as prescribed in Point d Clause 1 Article 3 hereof:
a) In case an enterprise is
equitized in association with registration, depositing and registration of
securities trading according to the Decree No. 126/2017/ND-CP, regulations in
Clause 8 Article 7 of the Circular No. 40/2018/TT-BTC dated May 04, 2018 by the
Minister of Finance and relevant legislative documents shall apply.
b) In case an enterprise has
completed the equitization and becomes a joint-stock company in accordance with
regulations on equitization but does not yet applies for securities trading or is
not subject to Point a of this Clause, procedures and application for
registration, depositing and registration of securities trading shall be
carried out according to Clause 2 of this Article.
c) After being granted the Certificate
of enterprise registration, the equitized enterprise which operates as a
joint-stock company shall carry out procedures for re-registration of
information with Vietnam Securities Depository according to regulations on
issuance of ticker symbols, registration and depositing of shares of the
equitized enterprise, and send summarized enterprise profiles using the form
No. 08 provided in the Appendix enclosed with the Decree No. 58/2012/ND-CP and
application for change of registration of securities trading as regulated in
Article 5 hereof (if any) to Hanoi Stock Exchange.
d) The equitized enterprise, after
completing procedures for registration of securities trading on the Upcom
trading system, must public information in the manner same as that published by
a public company.
dd) Hanoi Stock Exchange provides
guidance on the trading mechanism and method of equitized enterprises registering
for trading in the regulations on organization and management of securities
trading of organizations registering for securities trading at Hanoi Stock
Exchange upon the approval given by the State Securities Commission of
Vietnam”.
10. Article 5
is amended as follows:
“Article 5. Change of
registration of securities trading
1. An
organization registering for trading shall carry out procedures for change of
registration of securities trading when there is change in the quantity of
securities registered for trading on Hanoi Stock Exchange.
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a) Application for change of
registration of securities trading includes:
- The application
form for change of registration of securities trading made using the form
provided in the Appendix No. 02 enclosed herewith;
- The copy of
the amended Certificate of securities registration granted by Vietnam
Securities Depository (except the case of change of registration of securities
trading due to decreased capital);
- Documents
concerning the change of the quantity of securities registered for trading.
b) The organization registering for
trading shall submit an application for change of securities trading
registration, which includes the documents prescribed in Point a of this
Clause, to Hanoi Stock Exchange.
c) Within five (05) business days
from the receipt of the complete and valid application, Hanoi Stock Exchange
shall issue a decision on approval for change of registration of securities
trading and publish relevant information as prescribed. If an application is
refused, Hanoi Stock Exchange shall specify reasons for such refusal in
writing.
d) If there is an increase in the
quantity of securities registered for trading, within five (05) business days
from the date on which Hanoi Stock Exchange issues the Decision on approval for
change of registration of securities trading, the organization registering for
securities trading shall register the date of trading of the increased amount
of securities (the trading date must be at least six (06) days after the date
on which Hanoi Stock Exchange receives the request from the organization
registering for trading and must within thirty (30) days from the date of issue
of the Decision on approval for change of registration of securities trading)
and complete procedures for putting new securities into trading.”
11. Point dd
and Point e are added to Clause 1 Article 6 as follows:
“dd) The enterprise that is
equitized in accordance with regulations on equitization, registers for trading
of securities on Upcom trading system and is granted the Certificate of
enterprise registration shall have its registration of securities trading after
one (01) year commencing from the date on which it fails to meet either capital
or shareholder requirements laid down in Point c Clause 1 Article 25 of the Law
on securities or fails to meet both capital and shareholder requirements.
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e) If the equitized enterprise
registering for securities trading on Upcom trading system and granted the
Certificate of enterprise registration before the effective date of this
Circular fails to meet either capital or shareholder requirements as regulated
in Point dd Clause 1 Article 6 hereof, its registration of securities trading
shall be cancelled within one (01) year from the effective date of this
Circular”.
Article 2. Implementation
1. This
Circular comes into force from May 01, 2019. In case legislative documents
referred to in this Circular are amended or superseded, the new ones shall
apply.
2. Hanoi Stock
Exchange/ Vietnam Securities Depository shall promulgate its operational
regulations according to guidance herein and the approval given by the State
Securities Commission of Vietnam.
3. The
State Securities Commission of Vietnam, the Stock Exchange, Vietnam Securities
Depository and relevant authorities, organizations and individuals shall
implement this Circular./.
PP.
THE MINISTER
DEPUTY MINISTER
Huynh Quang Hai
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