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THE GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No. 84/2010/ND-CP
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Hanoi, August 02, 2010
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DECREE
AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF
THE GOVERNMENT'S DECREE NO. 14/2007/ND-CP OF JANUARY 19, 2007, DETAILING A
NUMBER OF ARTICLES OF THE LAW ON SECURITIES
THE GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the June 29, 2006 Law on Securities;
At the proposal of the Minister of Finance.
DECREES:
Article 1. To amend and
supplement a number of articles of the Government's Decree No. 14/2007/ND-CP of
January 19. 2007. detailing a number of articles of the Law on Securities, as
follows:
1. To amend Article 1 as follows:
1. "Article 1. Scope of
regulation
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2. To add the following Article 3a to Article 3:
"Article 3a. General
provisions on public offering of securities
1.
Organizations and individuals may not offer securities to the public in the
following cases:
a/
Enterprises are ineligible to offer securities to the public under Article 12
of the Law on Securities:
b/
They offer securities to the public for establishing enterprises, except the cases
specified in Clauses 4 and 5. Article 4 of this Decree.
2.
Public offering of securities must be registered by issuing organizations,
except the following cases:
a/
Stale owners (including also state economic groups and corporations) sell state
capital held by them to the public in order to exercise the right to represent
the owner of state capital at enterprises.
b/
Major shareholders sell to the public their own capital in public companies.
The
Ministry of Finance shall specify the order and procedures for public offering
of securities in the cases specified at Points a and b. Clause 2 of this
Article.
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4.
Every 6 months during the period from the time of finishing a round of public
offering to the time of completing capital disbursement, the issuing
organization shall disclose information on the progress of using the proceeds
from this round. In case of change of capital use purposes, the issuing
organization shall publicize reasons for and the Board of Directors"
resolution on such change, or a competent investment licensing agency's
approval, for foreign issuing organizations defined in Article 17a of this
Decree."
3. To add the following Clauses 7,8 and 9 to Article 4:
"7.
Dossiers, order and procedures for public offering of shares to establish
credit institutions as joint-stock companies comply with the Finance Ministry's
guidance.
8.
In order to offer securities to the public, a joint-stock company formed from
the consolidation or merger of enterprises must have operated for at least one
year and made profit by the time of registration for public offering.
9.
The dossier, order and procedures for public offering of securities for swap of
stocks and merger. consolidation and acquisition of enterprises comply with the
Finance Ministry's guidance."
4. To add the following Point c to Clause 1, Article 5:
"c/
When an issuing organization plans to issue more stocks or bonds within the
term of convertible bonds, a dossier of public offering must state risks to the
benefits of bond buyers, enclosed with a plan on compensation for investors to
ensure their benefits."
5. To add the following Point d to Clause 1, Article 6:
"d/
Observing regulations on foreign exchange management."
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"b/Documents
evidencing full satisfaction of the conditions specified in Clause 1 of this
Article and information to be disclosed according to a form set by the Ministry
of Finance."'
7. To add the following Chapter Ha to Chapter II:
"Chapter
IIa
PUBLTC
COMPANIES
Article 7a. Securities
transactions of public companies
1.
Securities of public companies eligible for listing under Articles 8 and 9 of
this Decree may be traded at stock exchanges.
2.
Securities of public companies not yet listed at a stock exchange may be traded
under the Finance Ministry's guidance.
Article 7b. Termination of
the status of a public company
1.
Except for public companies that have offered securities to the public or
listed their stocks at a stock exchange, a public company defined in Clause 2.
Article 25 of the Law on Securities shall notify in writing to the State
Securities Commission and disclose information to the public on the termination
of its status within thirty (30) days from the time it no longer has sufficient
one hundred (100) owning investors, excluding professional securities
investors, or its charter capital is adjusted to be less than VND ten (10)
billion.
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8. To amend the title of Article 8 as follows:
"Article 8. Conditions
for listing securities at Ho Chi Minh City Stock Exchange."
9. To amend Point d, Clause 1, Article 8 as follows:
"d/
Having at least 20% of its voting stocks held by at least 100 shareholders
other than professional securities investors and major shareholders, except
state enterprises transformed into joint-stock companies under the Prime
Minister's regulations."
10. To add the following Point g to Clause 1, Article 8:
"g/
The Ministry of Finance shall specify conditions for listing stocks of
joint-stock companies formed from the consolidation or merger of
enterprises;"
11. To add the following Point e to Clause 2, Article 8:
"e/
The Ministry of Finance shall specify conditions for listing bonds of
joint-stock companies formed from the consolidation or merger of enterprises: “
12. To annul Clause 4, Article 8.
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"5.
The Ministry of Finance shall specify conditions for listing securities of
other types and for each transaction list table at Ho Chi Minh City Stock
Exchange."
14. To amend the title of Article 9 as follows:
"Article 9. Conditions
for listing securities at Hanoi Stock Exchange."
15. To amend Point b, Clause 1, Article 9 as follows:
"b/
Having made profit in the year preceding the time of registration for listing:
having no payable debts overdue for more than one year, having fulfilled all
financial obligations towards the State, and having a healthy financial status
by the time of registration for listing;"
16. To add the following Point g to Clause 1, Article 9:
"g/
Conditions for listing stocks of a joint-stock company formed from the
consolidation or merger of enterprises comply with the Finance Ministry's
regulations;"
17. To amend Clauses 3 and 6, Article 9 as follows:
"3.
Government bonds, government-guaranteed bonds and bonds of local
administrations may be listed at Hanoi Stock Exchange at the request of bond
issuers.
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18. To annul Clauses 4 and 5, Article 9.
19. To add the following Article 9a to Article 9:
"Article 9a. Listing of
securities of credit institutions being joint-stock companies
In
addition to the conditions specified in Articles 8 and 9 of this Decree,
registration for listing securities of credit institutions being joint-stock
companies is subject to approval of the State Bank of Vietnam."
20. To remove the phrase "securities trading centers" in
Articles 10 thru 14,16 and 26 of Decree No. 14/2007/ND-CP.
21. To amend Point e, Clause 1, Article 14 as follows:
“e/
It has suffered production or business losses for three consecutive years or
the total accumulated loss exceeds the owner equity indicated in the financial
statement of the year preceding the time of consideration."
22. To amend Clause 3, Article 15 as follows:
"3.
Satisfying the conditions for listing at a stock exchange of the country whose
securities market management body or stock exchange has reached a cooperation
agreement with the State Securities Commission or a stock exchange of
Vietnam."
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"Section
3. OFFERING AND LISTING OF SECURITIES IN VIETNAM BY FOREIGN ISSUING
ORGANIZATIONS
Article 17a. Conditions for a
foreign issuing organization to offer and list securities in Vietnam
An
enterprise established and operating under foreign laws may offer securities to
the public and list securities at a stock exchange in Vietnam when it satisfies
the following conditions:
1.
Conditions for a foreign issuing organization to offer securities to the public
in Vietnam:
a/
Having an investment project in Vietnam already approved by a competent
authority; having a plan on issue of securities and use of the proceeds from
public offering of securities for investment in the project in Vietnam;
b/
Committing to implementing a project in Vietnam;
c/
Committing to neither transferring raised capital abroad nor withdrawing its
own capital within the term of a licensed project;
d/
Committing to fulfilling all the obligations of an issuing organization under
Vietnamese law;
e/
Its issue of securities is underwritten by at least one securities company
established and operating in Vietnam;
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2.
Conditions for a foreign issuing organization to list securities at a stock
exchange in Vietnam;
a/
Its securities are those issued in Vietnam under Clause I of this Article:
b/
The quantity of securities registered for listing is equivalent to the quantity
of securities permitted for offering in Vietnam:
c/
It commits to fulfilling all the obligations of a listing organization under
Vietnamese law;
d/
It receives consultancy on securities listing from one (1) securities company
established and operating in Vietnam.
Article 17b. Dossiers, order
and procedures for approving offering registration and listing or delisting
securities of foreign issuing organizations in Vietnam
The
dossiers, order and procedures for approving offering registration and listing
or delisting securities of foreign issuing organizations in Vietnam comply with
the Finance Ministry's guidance."
24. To amend Clause 3, Article 18 as follows:
"3.
The legal capital of a fund management company, foreign-invested fund
management company or Vietnam-based branch of a foreign fund management company
is VND twenty-five (25) billion^"
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"Article 20a. Financial
consultancy services and other financial services of securities companies
The
Ministry of Finance shall guide financial consultancy services and other
financial services specified in Clause 3, Article 60 of the Law on Securities
and specify conditions for a securities company to provide and receive these
services."
26. To amend Clause 4, Article 21 as follows:
"4.
Management of investment capital of securities investment companies:
a/
Securities investment companies that privately issue securities may themselves
manage investment capital or entrust fund management companies to do so:
b/
Public securities investment companies may not themselves manage investment
capital but shall entrust fund management companies to do so:
c/
When a securities investment company entrusts a fund management company to
manage investment capital, the director or director general, deputy director or
deputy director general (if any), the chairman of the Board of Directors and at
least two-thirds (2/3) of the Board of Directors' members of the securities
investment company must be independent from those of the fund management
company."
27. To annul Clause 5, Article 21.
28. To consolidate Articles 22 and 23 into Article 22 amended as
follows:
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The
public offering of shares by and grant of establishment and operation licenses
to public securities investment companies comply with the Finance Ministry's
regulations."
29. To amend Point g, Clause 1, Article 24 as follows:
"g/
Other documents specified in Article 22 of this Decree."
30. To annul Article 28.
31. To annul Clause 1, Article 29.
Article 2. Implementation
provisions
This
Decree takes effect on September 20, 2010.
Article 3. Organization of
implementation
The
Ministry of Finance shall guide the implementation of this Decree.
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ON BEHALF OF THE GOVERNMENT
PRIME MINISTER
Nguyen Tan Dung