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THE MINISTRY OF
FINANCE
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SOCIALIST REPUBLIC
OF VIET NAM
Independence - Freedom - Happiness
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No. 13/2007/QD-BTC
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Hanoi, March,
13 2007
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DECISION
ISSUING MODEL PROSPECTUS IN APPLICATION FILES FOR REGISTRATION OF A PUBLIC OFFER
OF SECURITIES
OR FOR REGISTRATION OF SECURITIES LISTING ON THE STOCK EXCHANGE/SECURITIES TRADING CENTRE
THE MINISTER OF FINANCE
Pursuant to the Law on Securities 70/2006/QH11 dated
29 June 2006;
Pursuant to Decree 14/2007/ND-CP
dated 19 January 2007 on implementation of a number of articles of the
Law on Securities;
Pursuant to Decree 77/2003/ND-CP
of the Government dated 1 July 2003
on the function, duties, powers
and organizational structure of the Ministry of Finance;
Upon the proposal of the Chairman of
the State Securities Commission,
DECIDES:
Article 1.- To issue with this Decision the model prospectus in
application files for registration of a public offer of securities or for
registration of securities listing on the Stock Exchange or a Securities
Trading Centre, comprising:
1. Model prospectus for a public offer of
securities, Appendix 1 issued with this Decision.
2. Model prospectus for a public offer of
bonds, Appendix 2 issued with this Decision.
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4. Model prospectus for a public offer of
investment fund certificates, Appendix 4 issued with this Decision.
5. Model prospectus for a public offer of
securities by a securities investment company listed on the Stock Exchange,
Appendix 5 issued with this Decision.
Article 2
This Decision shall
take effect fifteen days after the date on which it is published in the
Official Gazette. The Chairman of the State Securities Commission, the head of
the Office of the Ministry of Finance, heads of ministerial equivalent bodies,
the Director of the Stock Exchange, Directors of Securities Trading Centres,
and organizations and individuals concerned shall be responsible for the
implementation of this Decision.
FOR THE MINISTER
DEPUTY MINISTER
Tran Xuan Ha
APPENDIX
1
MODEL
PROSPECTUS FOR A PUBLIC OFFER OF SHARES
(Issued with Decision 13-2007-QD-BTC
dated 13 March 2007 of the Minister of Finance)
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THE FACT THAT THE
STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF
REGISTRATION OF THIS PUBLIC
OFFER OF SHARES ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES
NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE SHARES. ANY ANNOUNCEMENT CONTRARY
TO THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
COMPANY:
ABC
(Business Registration Certificate
number... issued by…………………………………….…. dated……..)
PUBLIC OFFER OF SHARES
(Offer
Registration Certificate number…
/DKCB issued by the Chairman
of the SSC dated ..............)
PRINCIPAL UNDERWRITER
(or ISSUING AGENT)
Company: …………………….
Company: ………..……….….
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Company: ……………………
Company: ……………………
This prospectus
and its supplementary documents shall be provided at......... from date………………
The person
in charge of providing information
is:
Name.................................................... Telephone
number: ..............................
(Cover Page)
COMPANY:
ABC
(Business Registration Certificate
number... issued by…………………………………….…. dated……..)
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Name
of shares:
Par Value: Selling Price:
Total quantity
of the offer: (Specify the
quantity of the
public offer and quantity
to be sold directly to
institutional investors, if any)
Total value
of the offer:
UNDERWRITER
(or ISSUING AGENT):
PRINCIPAL UNDERWRITER:
1. COMPANY...........(Clearly state
the address of the head office, telephone
number, business fax
number)
2. COMPANY...........(Clearly state the address of the head office, telephone number,
business fax number)
3..........
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1. COMPANY
..........(Clearly state the address of the head-office, telephone number,
business fax number)
2. COMPANY...........(Clearly state the address of the head-office, telephone number,
business fax number)
3..........
AUDITOR:
COMPANY
...........(Clearly
state the address of the head office,
telephone number, business fax number)
CONSULTANTS:
COMPANY
...........(Clearly
state the address of the head office,
telephone number, business fax number)
(Cover Page)
TABLE OF CONTENTS
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Risk factors influencing
the price of the shares on offer.
Key persons
responsible for the contents of
the Prospectus.
Definitions.
Status
and characteristics of issuing organization.
The shares on offer.
Purpose of
the offer.
Plan for use
of the amount generated
from the offer.
Relevant
parties to the offer.
Appendices.
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I. RISK FACTORS: (Clearly analyze the influence of risk factors on the offer tranche,
on the price of the shares on offer,
and on the project
which will use the capital generated from
the offer).
1. Applicable to organizations
which are not credit institutions or
non-banking financial
organizations:
1.1 Economic
risks.
1.2 Legal risks.
1.3 Specific
risks (industry, company, operational sector).
1.4 Risks of the offer and of the project using
the amount generated from
the offer.
1.5 Other risks.
2. Applicable to credit institutions and non-banking
financial organizations:
2.1. Interest rate risks: (Analyse the status
of mobilization [of capital] and lending, and the difference between term deposits
and borrowed funds
explaining how fluctuations in interest rates have
affected the value of deposits and
loans).
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2.3. Foreign exchange
risks: (Analyse how
fluctuation in exchange rates affects
the value of various
assets and liabilities in foreign
currencies, stating whether
the net result is advantageous or
not).
2.4. Payment
risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the
bank’s
ability to guarantee enough cash to meet the demand
for regular as well as sudden withdrawal by customers).
2.5. Risks
from off-balance sheet accounts:
(Analyse forward transactions,
lending commitments and letter of credit guarantees,
leading to what affect on the
financial situation of the bank).
2.6. Legal risks.
2.7. Risks of the offer and of the project
using the amount generated
from the offer.
2.8. Other risks:
(force majeure risks, risk of a natural calamity and so forth.)
II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
1. Issuing Organization:
Mr/Ms: . . . . . . . . . .
. . . . . .
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Chairman of Board of Management.
Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
Director (General Director).
Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
Chief Accountant (Financial Director).
Mr/Ms: . . . . . . . . . .
. . . . . .
Title:
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We undertake that all the
information and data in this Prospectus is
consistent with the actual
situation of which
we have knowledge, or with the data we have investigated and collected in
a reasonable manner.
2. Underwriters and Consultants
Legal representative: Mr/Ms: . . . . . . . . .
. . . . . . . Title: . . . . . . . . .
. . . . .
This Prospectus
is a part of the application file for registration of an offer which was
prepared by (name of underwriter and/or consultant) on the basis of
a consulting agreement
(underwriting agreement) with (name of
issuing organization). We undertake that
the analysis, assessment and
selection of wording in this Prospectus was made
reasonably and carefully,
based on information and data provided
by (name of issuing organization).
III. DEFINITIONS
(Words
and abbreviated phrases in the Prospectus, difficult words and words which may cause
misunderstanding need to be defined).
IV. STATUS
AND CHARACTERISTICS OF ISSUING ORGANIZATION
(In the case
of
an additional offer, this part may
be summarized but
it must
still ensure that it contains all the following contents):
1. Summary of establishment and development progress.
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3. Company management structure (expressed in a diagram and enclosing an explanation).
4. List of shareholders (names and addresses) holding over 5% of company equity; List of founding shareholders and ratio of shares held (if
the regulations restricting transfer
are still effective); shareholder structure (domestic and international organizations and individuals and holding
ratios).
5. List of parent
companies and affiliates of the issuing
organization, companies
in which the issuing organization holds a controlling
right or controlling shares,
and companies holding
a controlling right or controlling
shares in the issuing organization.
6. Business
Operation.
6.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
6.1.1. Product
output/value of services throughout the years (ratio of each product/service over revenue and profit).
6.1.2. Raw materials:
- Source of raw materials.
- Stability of this source of supply.
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6.1.3. Production
costs (stating whether high or low, competitive or not).
6.1.4. Technology level.
6.1.5. Status
of research and development of new products (if any).
6.1.6. Status of checking product/service quality:
- Current
quality management system.
- Company’s
quality checking department.
6.1.7. Marketing operations.
6.1.8. Trademarks,
registered inventions and
copyright.
6.1.9. Large contracts currently being performed or which have been signed in the past (names, value, time
for implementing, products,
parties to the agreements).
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6.2.1 Company’s main
business line:
- Types and
quality of products/services.
- Capital mobilization (Structure, ratio of
domestic and international mobilized capital of the issuing organization during the last 2 or 3 years).
- Credit operations (Effectiveness, capital prudential
ratios, total outstanding loan balance, bad debt ratio, and interest rate risks: Categorize all these during
the most recent 2 to 3 years).
- Foreign currency business operations and payment activities: (Status of foreign
currency business operations and payment activities, domestic and international payment
services during the most
recent 2 to 3 years).
- Agency banking operations (if
any).
6.2.2 Risk management and
capital preservation.
6.2.3 Markets:
- Branch
network.
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- Market share and competitive capacity.
6.2.4 On-going
projects for developing business operations.
7. Company’s production
and business operational results
for the last 2 years:
7.1 Summary of criteria on company’s business
activities
for the last 2 years:
- Business
outcome:
Items
Year X-1
Year X
% Increase/Decrease
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Total asset value
Net revenue
Income from operations
Miscellaneous income
Profit before tax
Net profit
Profit sharing ratio and dividend payout
* Applicable to credit institutions and
to non-banking financial
organizations:
Total asset value
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Taxes and
payable accounts
Profit before tax
Net profit
- Other aspects (Set out the industry’s and/or the company’s special
characteristics
in order to clarify the results
of business in the last 2 years).
7.2 Factors
influencing business operations of
the company for the reported year (Specify the main factors, and in a case of decrease in business results of the company then the reasons must be given).
8. The company’s
position as compared with that
of other companies in the same industry:
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- Prospects
of the industry:
- Evaluation
of the consistency between the company’s developmental orientation and the
industry’s developmental
orientation, and with State policies
and the global tendency.
9 Labour policy:
- The number of employees in the company.
- Training
policy, salaries,
bonus, benefits, and so on:
10. Dividend
policy (specifying
payout during the last two years
and other relevant policies).
11. Financial status.
11.1 Applicable to organizations
which are not credit institutions or
non-banking financial
organizations:
11.1.1 Basic
criteria (for the last year):
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- Average salary: (Compare it with that of other companies in the same industry in the same
geographical area.)
- Payment of due debts: (State whether
they are paid on the due date
and in full.)
- Payable accounts
[taxes etc.] specified by
law: (State whether they are paid in accordance
with law.)
- Deductions for Funds required by law: (State whether they are maintained in accordance with the charter and with law.)
- Outstanding debt balance: (Specify overdue loans, guaranteed debts (if any), overdue short term, medium
term or long term loans, reasons for overdue
debts, recoverability of loans).
- Status of other credits and debts: (Accounts
receivable, accounts payables).
11.1.2 Basic
financial criteria (depending on each
industry):
Items
Year X-1
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Note
1.
Solvency ratios
+
Current ratio:
Current assets/Current
liabilities
+
Quick payment ratio:
Current assets – Inventories
Current liabilities
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2.
Capital structure criteria
+
Debt ratio/Total assets
+
Debt ratio/Total equity
3.
Activity ratios
+
Inventory turnover:
Cost of goods sold
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+
Operating revenues/Total assets
4.
Profitability ratios
+
Net profit/Net revenue ratio
+
Net profit/Equity ratio
+
Net profit/total assets ratio
+
Operating profit/Net revenue ratio.
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11.2 Applicable to credit institutions and to non-banking financial organizations:
Items
Year X-1
Year X
Note
1. Capital Scale
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- Initial Capital
- Total assets
- Capital preservation ratio
2. Business results
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- Deposit mobilization size
- Credit [lending] size
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- Debt collection size
- Overdue
debts
- Debts
which are difficult to
collect
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- Capital utilization ratio
- Guaranteed overdue
debts/Guaranteed debts
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- Overdue
debts/Total debt balances
- Debts
difficult to collect/Total debt balances.
3. Solvency
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- Current ratio
[Immediate payment]
- General
ratio [Payment in general].
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(The ratios mentioned above are set out in Decision 292/1998/QD-NHNN5 dated 27 August 1998 of the Governor of
State Bank of Vietnam).
12. Board of
Directors, Board of Management, Board of Controllers, Chief Accountant:
- List (Names, ages,
ID card numbers).
- CVs, including:
+ Current
position and current
position held in other organizations, experience with other companies,
certificates/degrees,
and ratio of securities owned
by him/her or by relatives.
+ Debts
owing to the company
(if any).
+ Interests
[or benefits] related to the issuing organization
(if any).
13. Assets (Plant
and equipment owned by the company).
14. Plan on next years’ profit and dividends:
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Year X+1
Plan
% Increase/reduction
compared with Year X
Net revenue
Net profit
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Net profit ratio/Equity Ratio
Dividends
Specify the bases for achieving
the planned profit and dividends.
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16. Information about commitments not yet implemented by the issuing organization (information
on convertible bonds, on land lease agreements and
so forth).
17. Information about legal disputes involving the company which might influence
the share price of the offer
(if any).
V. SHARES ON OFFER
1. Class of
shares.
2. Par value.
3. Total estimated shares on offer (Clearly specify the ratio
of shares to be sold directly to investors, if
any).
4. Estimated price of the offer.
5. Pricing method.
6. Distribution method (name of issuing agent and/or underwriter, responsibility of each organization to distribute the shares).
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8. Subscription [Registration to purchase:] (Time, quantity, payment, share conversion, benefits
of share buyers, minimum subscription number, and
time and manner of paying back money if the number
of the subscription fails to reach the minimum level).
9. Method
of exercising
rights (in case
of an offer to raise capital which includes the right
to buy shares; in the case of an offer of convertible preferential shares; or an offer which includes securities
rights):
- Conditions,
period for exercising rights.
- Convertible
ratio and calculation method of the buying price and/or conversion.
- Calculation method
and payment of [damages
for] loss if rights are not exercisable.
- Other terms relating to the interests of the owners of share options or securities
rights.
10. Limitation on holding ratios applicable
to foreigners.
11. Limitations on transfer.
12. Relevant
taxes (income tax and other taxes relevant to the shares on offer).
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VI. PURPOSE OF THE OFFER
1. Purpose of
the offer.
2. Feasibility Study.
- State which body prepared the feasibility study (if the feasibility study was prepared by the
issuing organization, please specify)
and as approved by which competent authority (if any).
- State the main contents of the feasibility study (economic arguments) such as: objectives;
theoretical and practical bases; the implementation
plan; the parties participating; the relevant
financial issues and so forth.
- When mobilizing capital
to implement an investment project
with supplementary bank
financing, clearly state the limits
on the bank’s commitment to extend credit.
- Set out the opinions of independent experts
on the feasibility study
(if any).
VII. PLAN ON USING THE AMOUNT GENERATED
FROM THE OFFER
(Clearly state
each step of the plan on using
the amount generated
from the offer):
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- State the names
and addresses of the head
offices of, and introduce
briefly
the relevant parties to the
offer: Underwriter or issuing agent, auditor and consultants and so forth.
- The underwriter (or consultant) must state its own opinion on the offer; set out the number of
shares underwritten; the
costs and conditions attached.
IX. APPENDICES:
1. Appendix
I: A
valid copy of business registration
certificate.
2. Appendix
II: A
valid copy of the Company Charter.
3. Appendix
III: Audit report (Provide this report verbatim [Repeat
the exact words]).
4. Appendix
IV: Financial Statements.
5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors
and of the Board of Controllers.
6. Appendix
VI: Introduce the legal documents relating
to the issuing organization
and to the offer, and minutes of asset
evaluation (if any).
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8. Appendix VIII: Report on any legal disputes.
9. Miscellaneous
Appendices (if any).
APPENDIX
2
MODEL
PROSPECTUS FOR A PUBLIC OFFER OF BONDS
(Issued with Decision 13/2007/QD-BTC dated 13 March 2007 of the Minister of Finance)
(Cover Page:)
THE FACT THAT THE
STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF
REGISTRATION OF A PUBLIC OFFER OF BONDS ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH
LAW, AND DOES NOT IMPLY
ANY GUARANTEE OF THE VALUE OF THE BONDS. ANY ANNOUNCEMENT
CONTRARY TO
THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
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PUBLIC OFFER OF BONDS
(Offer
Registration Certificate number.....
/DKCB issued by the Chairman of the
SSC dated……..)
PRINCIPAL UNDERWRITER
(or ISSUING AGENT)
Company:..........
Company:..........
CO-UNDERWRITERS (If
any)
Company:.........
Company:.........
This prospectus
and supplementary documents
shall be provided at....................... from date……………
The person
in charge of providing information
is:
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(Cover Page)
COMPANY:
ABC
(Business Registration
Certificate number.... …issued
by…………...............
dated ...........
PUBLIC OFFER OF BONDS
Name
of bonds:
Class of
bonds: (Guaranteed? Not guaranteed? Convertible?
Are they accompanied by share
rights?)
Maturity date:
Interest
rate:
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Par value:
Selling price:
Total quantity of the offer: (Specify the
quantity of bonds on offer to the public and
the quantity to be sold directly to
institutional investors, if any).
Total value
of the offer:
PRINCIPAL UNDERWRITER:
1. COMPANY ...........(State clearly the address of the head-office, telephone number,
business fax
number).
2. COMPANY ...........(State clearly the address of
the head-office, telephone
number, business fax number).
3. ..........
CO-UNDERWRITERS
(if
any):
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2. COMPANY...........(State
clearly the address of the head-office, telephone number, business fax number)
3. ..........
AUDITORS:
COMPANY
...........(State
clearly the address of the head-office, telephone number, business
fax number).
CONSULTANTS:
COMPANY
...........(State
clearly the address of the head-office, telephone number, business
fax number).
REPRESENTATIVE ORGANIZATION FOR
BONDS OWNERS:
COMPANY
...........(State
clearly the address of the head-office, telephone number, business
fax number).
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TABLE OF CONTENTS
Page
Risk factors influencing the bonds price of
the offer.
Key persons responsible for the contents of
the prospectus.
Definitions.
Status and characteristics of the issuing organization.
Bonds on offer.
Purpose of the offer.
Plan for using the amount generated from the
offer.
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Appendices.
CONTENTS OF PROSPECTUS
I. RISK FACTORS: (Clearly
analyze the influence of risk
factors on the offer, on the price of the bonds on offer and on
the project which will use
capital generated from the
offer):
1. Applicable to organizations
which are not credit institutions or non-banking
financial organizations:
1.1 Economic
risks:
1.2 Legal risks:
1.3 Exclusive sector risks (industry, company, sector
risks):
1.4 Risks of the offer and of the project to use capital generated from the offer:
1.5 Other risks:
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2.1 Interest
rate risks: (Analyse the status of mobilization
[of capital] and lending, and the difference between
term deposits and borrowed funds explaining
how fluctuations in interest
rates have affected the value of deposits
and loans).
2.2 Credit risks: (Analyse the possible risks if for any reason some companies
[borrowers] fail to repay their debts).
2.3 Foreign exchange risks: (Analyse how fluctuation in exchange rates
affects the value of various assets and liabilities
in foreign currencies, stating
whether the net result is advantageous or
not).
2.4 Payment
risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the bank’s
ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).
2.5 Risks from off-balance sheet accounts: (Analyse
forward transactions,
lending commitments and letter of credit guarantees,
leading to what affect on the
financial situation of the bank).
2.6 Legal risks:
2.7 Risks of the offer and of the project using
the amount generated from
the offer:
2.8 Other risks:
(force majored risks, natural
disaster risks and so forth.)
II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
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Mr/Ms: . . . . . . . . . .
. . . . . .
Title:
Chairman of Board of Management
Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
Director (General Director)
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Title:
Chief Accountant (Financial Director)
Mr/Ms: . . . . . . . . . .
. . . . . .
Title:
Head of Board of Controller.
We undertake that all the information
and data in this Prospectus
is consistent
with the actual situation of which we
have knowledge, or with the data we have investigated and
collected in a reasonable manner.
2. Underwriters and Consultants
Legal representative: Mr./Ms: . . . . . . . . .
. . . . . . . Title: . . . . . . . . .
. . . . . .
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III. DEFINITIONS
(Words
and
abbreviated phrases in the Prospectus or difficult words and words which
may cause misunderstanding
need to be defined).
IV. STATUS
AND CHARACTERISTICS OF ISSUING ORGANIZATION
1. Summary of establishment and development progress:
2. Company’s
managerial organization structure
(and group corporate
structure, if any) (expressed
in a diagram and enclosing
an explanation):
3. Company
management structure
(expressed
in a diagram and enclosing an explanation):
4. List of parent companies and affiliates
of the issuing organization, of companies in which the
issuing organization holds
the controlling right or controlling shares, and of companies
holding a controlling right or controlling
shares in the issuing organization:
5. Business
Operation
5.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
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5.1.2 Trademarks, registered inventions and copyright:
5.1.3. Product output/service value throughout the years (ratio
of each product/service over revenue and
profit):
5.2. Applicable to credit institutions and to non- banking financial organizations:
5.2.1 Company’s
main business line:
- Types and
quality of products/services:
- Capital
mobilization (Structure, ratio of domestic and international mobilized capital
of the issuing organization during the last 2 or 3 years):
- Credit operations (Effectiveness, capital prudential
ratios, total outstanding loan balance, bad debt ratio, interest rate risks: Categorize all
these during the most recent 2 to 3 years);
- Foreign
currency business operations and payment activities: (Status of foreign currency business
operations and payment activities,
domestic
and international payment services
during the most recent 2 to 3 years):
- Agency banking operations (if
any).
...
...
...
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6. Company’s production
and business operational results
for the last 2 years:
- Results
of business activities:
Items
Year X-1
Year X
% Increase/Decrease
* Applicable to organizations which are not credit institutions and
non- banking financial
organizations:
Total asset value
Net revenue
...
...
...
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Miscellaneous income
Profit before tax
Net profit
Profit sharing
ratio and dividend payout
* Applicable
to credit institutions and
to non-banking financial organizations:
Total asset value
Revenue
Taxes and
payable accounts
Profit before tax
...
...
...
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- Other aspects (Set out the industry’s and/or the company’s special
characteristics
in order to clarify the results
of business in the last 2 years).
7. Policy on profit sharing or dividends (Specify divided profit sharing or dividend payout ratio for the last 2 years and policies relating
to profit sharing or
dividend payout if issuing convertible bonds).
8. Financial Status
8.1 Applicable to organizations
which are not credit institutions or non-banking financial
organizations:
8.1.1 Basic
criteria (for the last year):
- Payment of due debts: (Were they paid
in full and on time?)
...
...
...
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- Outstanding debt balance: (Specify any overdue loans, any guaranteed debts (if any), overdue
short term, medium term or long term loans,
reasons for
overdue debt, and the
ability to recover debts).
- Status of other debits and credits: (accounts
receivable, accounts payables)
8.1.2 Main financial criteria (depending
on each industry):
Items
Year X - 1
Year X
Note
1. Solvency ratios
+ Current ratio:
...
...
...
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+ Quick ratio:
Current assets – Inventories
Current liabilities
2. Financial
leverage*
+ Debt ratio/Total assets
+ Debt ratio/Equity capital**
...
...
...
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3. Activity ratios
+ Inventory turnover:
Cost of good sold
Average inventory
+ Operating revenues/Total assets
...
...
...
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4. Profitability
ratios
+.Net profit/Revenue ratio
+.Net profit/Net revenue ratio
+.Net profit/Equity capital ratio
+.Net profit/Total assets ratio
+.Operating profit/Net Revenue ratio
+.Operating profit/Total assets
………
. .
. . . . . . .
...
...
...
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* Debt ratios
in order to calculate the above means total short-term and long-term debts.
** Equity capital
shall be calculated
according to the regulations in the Standard Accounting System of Vietnam issued by
the Ministry of Finance.
8.2 Applicable to credit institutions and to non-banking financial organizations:
Items
Year X - 1
Year X
Note
...
...
...
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- Initial Capital
- Total assets
- Capital preservation ratio
...
...
...
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- Figures on
raising monies on
deposit
- Figures on
providing credit [loans]
...
...
...
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- Debt collection figures
- Overdue
debts
...
...
...
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- Capital utilization ratio
- Guaranteed overdue
debts/Guaranteed debts
...
...
...
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- Overdue
debts/Total debt balance
- Debts
difficult to collect/ Total debt
balance
...
...
...
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- Current ratio
[Able to pay immediately]
- General
ratio
...
...
...
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(The ratios mentioned above are set out in Decision 292-1998-QD-NHNN5 dated 27 August 1998 of the Governor of
State Bank of Vietnam).
9. Board of
directors, Board of Management, Board of Controllers, and Chief Accountant
- List (Names, ages,
ID card numbers).
- CVs, including:
+ Current
position and current position
held
in other organizations, experience
with other companies, certificates/degrees, and ratio of securities owned by him/her or by relatives;
+ Debts
owing to the company
(if any).
+ Interests
[or benefits] related to the issuing organization
(if any).
10. Assets (Property, plant,
and equipment owned by
the company):
...
...
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12. Plan on the following years’ profit:
Items
Year X+1
Plan
% increase/reduction compared
with Year X
Net revenue
Net profit
...
...
...
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Net profit ratio/Net revenue
Net profit ratio/Equity capital
- Specifying bases for achieving the
planned profits and dividends.
13. Evaluation
by the consultants of the profit plan:
...
...
...
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15. Information about legal disputes affecting the company which may influence the price of the
bonds on offer (if any).
V. BONDS
ON
OFFER
1. Legal documents
relating to the offer:
2. Class of
bonds:
3. Interest rate:
4. Date for payment of interest:
5. Par value:
6. Total estimated
number of bonds on offer (Specify the ratio of bonds to be sold directly to
institutional investors, if any)
7. Estimated price of the offer:
...
...
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9. Distribution
method (issuing agent or underwriter, names, responsibility of each organization to distribute the bonds).
10. Distribution period of bonds:
11. Subscription [Registration to purchase:] (Time, quantity, payment, bond conversion, benefits of
bond buyers, minimum subscription number,
and time and manner of paying back money
if the number of the subscription fails to reach the minimum level):
12. Rights of bonds owners:
13. The method
of exercise of the rights (where
the offer is of convertible bonds, or of bonds accompanied by securities
rights).
- Rights
enclosed with the bonds;
- Conditions,
and period for exercising rights;
- Convertible
ratio and calculation method of the buying price and/or conversion price;
- Calculation method
and payment of damages if
rights are not exercisable;
...
...
...
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14. Commitments on the guarantee
(in the case of an offer of guaranteed bonds):
- Name of guarantors:
- Guarantee form (guarantee by partial
or entire payment, or by assets):
- Guarantee
assets (listing in detail assets, asset value, name of assessing
organization, pricing method,
and insurance agreement,
if any).
15. Relevant
taxes (income tax and other taxes relating
to bonds on offer):
16. Escrow bank
account for receiving monies for purchase of bonds: VI PURPOSE OF THE OFFER
1. Purpose of
the offer
2. Feasibility Study
- State which
body
prepared the feasibility study (if
the
feasibility study was
prepared by the
issuing organization, please specify)
and as approved by which competent authority (if any).
...
...
...
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- When mobilizing capital
to implement an investment project
with supplementary bank
financing, clearly state the limits
on the bank’s commitment to extend credit.
- Set out the opinions of independent experts
on the feasibility study
(if any).
VII. PLAN ON
USE AND REPAYMENT OF AMOUNT GENERATED FROM THE
OFFER
(Specify
each step of the plan on use and
repayment of the amount generated from the offer).
VIII. RELEVANT PARTIES TO THE OFFER
- State the names and addresses of the head offices of, and
introduce briefly the relevant
parties to the offer: Underwriter or issuing agent, auditor and consultants and so forth.
- The underwriter (or consultant) must state its own opinion on the offer; set out the number of
bonds underwritten; the costs and
conditions attached.
IX. APPENDICES:
1. Appendix
I: A
valid copy of business registration
certificate.
...
...
...
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3. Appendix
III: Audit report (Provide this report verbatim [Repeat
the exact words]).
4. Appendix
IV: Financial Statements.
5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors
and of the Board of Controllers.
6. Appendix
VI: Introduce the legal documents relating
to the issuing organization
and to the offer, and minutes of asset
evaluation (if any).
7. Appendix
VII: Asset valuation [Plant and machinery] (if
any).
8. Appendix VIII: Report on any legal disputes.
9. Miscellaneous
Appendices (if any).
APPENDIX
3
...
...
...
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(Cover Page)
THE FACT THAT
THE STOCK EXCHANGE/SECURITIES TRADING CENTRE PROVIDES
CERTIFICATION OF REGISTRATION OF LISTING OF SECURITIES ONLY MEANS THAT LISTING HAS BEEN CONDUCTED
IN ACCORDANCE
WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE
OF THE VALUE OF THE SECURITIES ANY ANNOUNCEMENT
CONTRARY TO
THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
(or BRIEF PROSPECTUS)
COMPANY:
ABC
(Business Registration Certificate
number……………..issued by………... dated………..)
SECURITIES/BONDS
LISTING
AT STOCK EXCHANGE/SECURITIES TRADING CENTRE……
(Listing Registration
number………/ĐKCB
issued by………………………... dated…….....)
This prospectus
and its supplementary documents shall be provided at.................. from date………
...
...
...
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Name............................ Telephone
number: ...............
Add the following words in bold print
in the case of a brief Prospectus:
Note that
the information provided in this Prospectus is
in summary form only. For detailed information, please refer to the complete
Prospectus which is available at……………
(Cover Page)
COMPANY: ABC
(Business Registration
Certificate number............................issued by………………. Dated…...)
SECURITIES/BONDS
LISTING
AT STOCK EXCHANGE/SECURITIES
TRADING CENTRE……………
Name of Securities/Bonds:
...
...
...
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Maturity period
(for bonds):
Interest
rate(for bonds):
Interest
payment period (for
bonds):
Par value:
Total number
to be listed:
Total value
of the listing (according to par value):
AUDITOR:
COMPANY
...........(Specify
the address of the head-office, and
the telephone number and business
fax number).
…………
...
...
...
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COMPANY
...........(Specify
the address of the head-office, and
the telephone number and business
fax number).
………..
(Cover Page)
CONTENTS OF PROSPECTUS
Page
I. RISK FACTORS
(Clearly analyse
the influence of risk factors
on the price of the listed securities):
1. Applicable to organizations which are
not credit institutions or non-banking
financial organizations:
1.1 Economic
risks:
...
...
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1.3 Exclusive sector risks (industry, company, sector
risks):
1.4 Other risks:
2. Applicable to credit institutions and non-banking
financial organizations:
2.1 Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).
2.2 Credit risks: (Analyse the possible risks if for any reason some companies [borrowers] fail to repay their debts).
2.3 Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets
and liabilities in foreign currencies, stating whether the
net result is advantageous or not).
2.4 Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors, and the
bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).
2.5 Risks from off-balance sheet accounts: (Analyse
forward transactions, lending commitments and letter of credit guarantees, stating what affect this may have on the financial situation of the bank).
2.6 Legal
risks:
...
...
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II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
1. Issuing Organization:
Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
Chairman of the Board of Management.
Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
...
...
...
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Mr/Ms: . . .
. . . . . . .
. . . . . .
Title:
Chief Accountant (Financial Director).
Mr/Ms: . . . . . . . . . .
. . . . . .
Title:
Head of Board of Controllers.
We undertake that all the information and data in this Prospectus
is consistent
with the actual situation of
which
we have knowledge, or with the data
we have investigated and collected in a reasonable manner.
...
...
...
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Legal representative: Mr./Ms: . . . . . . . . .
. . . . . . . Title: . . . . . . . . .
. . . . ..
This Prospectus is one part of the application file for registration of an offer which was prepared by (provide the name of the underwriters or consultants) on the basis of a consulting agreement (or an underwriting agreement) with (provide the name of the issuing organization). We undertake that the analysis, assessment and selection of
wording in this Prospectus was made reasonably and carefully, based on information and data provided by (provide
the name of the issuing organization).
III. DEFINITIONS
(Words and abbreviated phrases
in the Prospectus or difficult words and words which
may cause misunderstanding
should be defined).
IV. STATUS
AND CHARACTERISTICS OF ISSUING ORGANIZATION
1. Summary of establishment and development progress:
2. Company organizational structure (and group corporate
structure, if any) (expressed in a diagram and enclosing an
explanation):
3. Company management structure (expressed in a diagram and enclosing an explanation):
4. List of shareholders (names and addresses) holding over 5% of company equity; List of
founding shareholders and ratio
of shares held (if the regulations restricting transfer are still effective);
shareholder structure (domestic
and international organizations
and individuals and holding ratios):
...
...
...
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6. Business
Operation:
6.1 Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
6.1.1. Product output/service value throughout the years (ratio
of each product/service over revenue and
profit):
6.1.2. Raw materials:
- Source of raw materials:
- Stability of this source of supply:
- Influence of price of materials
on revenue and profit:
6.1.3. Production
costs (high or low, competitive or not):
6.1.4. Technology level:
...
...
...
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6.1.6. Status of checking product/service quality:
- Current
quality management system:
- Company’s
quality checking department.
6.1.7. Marketing operations:
6.1.8. Trademarks,
registered inventions and copyright:
6.1.9. Large
contracts currently being performed or which
have been signed (names, value, time for implementing, products, parties to the
agreements):
6.2. Applicable to credit institutions and to non- banking financial organizations:
6.2.1 Company’s
main business line:
- Types and
quality of products/services:
...
...
...
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- Credit operations (Effectiveness, capital prudential
ratios, total outstanding loan balance, bad debt ratio, interest rate risks: Categorize all
these during the most recent 2 to 3 years);
- Foreign
currency business operations and payment activities: (Status of foreign currency
business operations and payment activities,
and domestic and international payment services during
the most recent 2 to 3 years):
- Agency banking operations (if
any).
6.2.2 Risk management and
capital preservation:
6.2.3 Markets:
- Branch
network:
- Customer base
and customer oriented
services:
- Market share and competitive capacity:
6.2.4 On-going
projects for developing business operations:
...
...
...
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7.1. Summary
of a number of criteria of the business and production activities of the company during the two most recent years (for an organization registering to list on the Stock Exchange) or for the year prior
to the year of registration for listing (for listing at a Securities
Trading Centre):
- Business
Operational Results:
Criteria
Year X-1
Year X
%
Increase/Decrease
Applicable to organizations which are not credit institutions and
non- banking financial
organizations:
Total asset value
Net revenue
...
...
...
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Miscellaneous income
Profit before tax
Net profit
Profit sharing ratio and dividend payout.
Applicable to credit institutions
and to non-banking financial organizations:
Total asset value
Revenue
Taxes and
payable accounts
Profit before tax
...
...
...
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- Other aspects (Set out the industry’s and/or the company’s special
characteristics
in order to clarify the results
of business in the last 2 years).
7.2 Factors
influencing business operations of the
company for the reported year
(Specify the main factors, and in a case
of decrease in business results
of the company then the reasons
must be given).
8. The company’s
position as compared with that
of other enterprises in the same industry:
- The company’s position
in its industry:
- Prospects
of the industry:
- Evaluation of the consistency between the company’s developmental orientation and the industry’s developmental
orientation, and with State policies
and the global tendency.
...
...
...
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- The number of employees in the company:
- Training
policy, salaries,
bonus, allowances/benefits, and so forth:
10. Dividend policy (in the case of shares - specify the dividend ratio during the last two years and policies relating to paying the dividend) or the policy on borrowing during the bond term, and the priority order for payment of the listed bonds in the list of debts of the listed organizations (in
the case of the listing of bonds).
11. Financial status:
11.1 Applicable
to organizations which are not credit institutions or
non-banking financial organizations:
11.1.1 Basic
criteria (for the last year):
- Fixed asset depreciation calculation: (Is it in line with the legal requirements? Are there any
changes in the depreciation
policy?)
- Average salary: (Compare it with that of other companies in the same industry in the same
geographical area.)
- Payment of due debts: (Are they paid on the due date and in full?)
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- Deductions for Funds required
by law: (Are they maintained in accordance with the charter and with law?)
- Outstanding debt balance: (Specify overdue loans, guaranteed debts (if any), overdue short term, medium
term or long term loans, reasons for overdue
debts, and recoverability of loans):
- Status of other credits and debts: (Accounts
receivable, accounts payable).
11.1.2 Basic
financial criteria (depending on each
industry):
Items
Year X-1
Year X
Note
1. Solvency
ratios
...
...
...
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Current assets/Current
liabilities
Quick payment ratio:
+ Current
assets – Inventories
Current liabilities
2. Capital structure
criteria
+ Debt ratio/Total assets
...
...
...
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3. Activity ratios
+ Inventory turnover:
Cost of goods sold
Average inventory
+ Operating revenues/Total assets
...
...
...
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4. Profitability
ratios
+ Net profit/Net revenue ratio
+ Net profit/Equity ratio
+ Net profit/total assets ratio
+ Operating profit/Net revenue ratio
...
...
...
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Items
Year X-1
Year X
Note
1. Capital scale
- Initial Capital
...
...
...
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- Capital preservation ratio
2. Business operational results
- Deposit mobilization size
...
...
...
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- Credit [lending] size
- Debt collection size
...
...
...
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- Overdue
debts
- Debts
which are difficult to
collect
- Capital utilization ratio
...
...
...
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- Guaranteed overdue
debts/Guaranteed debts
- Overdue
debts/Total debt balances
...
...
...
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- Debts
difficult to collect/Total debt balances.
3. Solvency
- Current ratio
[Immediate payment]
...
...
...
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- General
ratio [Payment in general].
(The ratios mentioned above are set out in Decision 292/1998/QD-NHNN5 dated 27 August 1998 of the Governor of
State Bank of Vietnam).
12. Board of
Directors, Board of Management, Board of Controllers, Chief Accountant:
- List (Names, ages,
ID card numbers).
...
...
...
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+ Current
position and current position
held
in other organizations, experience
with other companies, certificates/degrees.
+ Ratio of
securities owned
by him/her or by relatives.
+ Debts
owing to the company
(if any).
+ Remuneration
and other benefits.
+ Interests
[or benefits] related to the issuing organization
(if any).
13. Assets (Plant
and equipment owned by the company):
14. Plan on the next year’s profit and dividends:
Criteria
Year X+1
...
...
...
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% Increase/reduction
compared with Year X
Net revenue
(or loans revenue in the case of a credit institution)
After tax profit
Net profit ratio/Net revenue
...
...
...
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After tax profit ratio/Equity Ratio
Dividends
- Specify the grounds for achieving
the planned profit and dividends.
- Specify the investment and project
plans approved by the Board.
15. Evaluation
by the consultant of the
profit and dividend plan:
...
...
...
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17. Information about legal disputes involving the company which might influence
the share price of the offer
(if any):
V. LISTED SECURITIES
1. Classes
of securities:
2. Face value:
3. Total listed securities:
4. The number
of shares/bonds the transfer of
which is restricted pursuant to law
or by the issuing organization:
5. Credit ratings (if any):
6. Pricing method:
7. Interest calculating method at the due date (for listing bonds). (Specify
the formula or equation
with examples).
...
...
...
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- Conditions,
period for exercising rights;
- Convertible
ratio and calculation method of the buying price and/or conversion;
- Calculation method
and payment of loss if rights are not
exercisable;
- Other terms relating to the interests of the owners of share options or securities
rights.
9. Evaluation of
the effects of inflation on listed
bonds (Use the inflation statistics for 5 years
in
order to forecast the effects of
inflation on bond interest rates).
10. Commitment on guaranteed
ratio (in a case
of listing of guaranteed bonds).
11. Limitation on the holding ratio
applicable to foreigners.
12. Relevant
kinds of taxes (income
tax and other taxes relating
to listed securities).
VI. PARTIES INVOLVED IN THE LISTING
...
...
...
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VII. APPENDICES
1. Appendix
I: Valid
copy of the business registration certificate.
2. Appendix
II: Company charter
in accordance with the model charter for listed companies.
3. Appendix
III: Minutes of asset
valuations (if any).
4. Appendix
IV: Valuations of plant and equipment (if any).
5. Appendix
V: Introduction of legal documents relating to the listed organization.
6. Appendix
VI: Audit report (to be reproduced word
for word).
7. Appendix
VII: Financial statements.
8. Appendix
VIII: Report on any
legal disputes.
...
...
...
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APPENDIX
4
FORM
OF PROSPECTUS FOR PUBLIC OFFER OF AND LISTING OF INVESTMENT FUND CERTIFICATES
(Issued with Decision 13/2007/QD-BTC
dated 13 March 2007 of the Minister of Finance)
(Cover Page)
THE FACT THAT THE
STATE SECURITIES COMMISSION HAS LICENSED
A PUBLIC OFFER OF INVESTMENT FUND CERTIFICATES ONLY MEANS THAT THE
APPLICATION TO ESTABLISH THE FUND
AND TO ISSUE INVESTMENT FUND CERTIFICATES HAS BEEN CONDUCTED IN ACCORDANCE
WITH LAW, AND DOES NOT
IMPLY ANY GUARANTEE OF
THE CONTENTS OF THIS PROSPECTUS OR OF THE INVESTMENT OBJECTIVES AND STRATEGY OF THE FUND
PROSPECTUS
FOR A PUBLIC OFFER OF
AND LISTING OF INVESTMENT FUND CERTIFICATES
1. Name of the Fund, licence number.
2. Date of registration.
...
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4. Announcement:
“The Fund Management Company as described in this Prospectus was established pursuant to the Law
on Securities No. 70/2006/QH 11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and its implementing guidelines. This Prospectus was registered with the
State Securities Commission on …………………………
5. Full name, title and address
of the person in charge of
announcing information.
6. Place providing the Prospectus, means
of announcing the Prospectus
(at the head office, and at branches of the company, on its website
etc.).
(Cover Page)
TABLE OF CONTENTS
Key persons
responsible for the contents of
the Prospectus
Definitions
Information
about the Fund Management
Company
...
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Information
about other relevant
organizations
Investment
objectives and strategies,
and investment methods
Fees and
charges
Appendices
Risks of
the Fund
Method
of issuance of fund certificates
Method
of calculating income and plan for profit distribution of the Fund
Trading fund certificates
Determining the net asset value
of the Fund
...
...
...
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Conflicts of interest
Reporting
regime
Contact address
for resolving difficulties of
investors
Forecast
results of Fund activities
Listing of fund
certificates
Commitments
Appendices attached
CONTENTS OF PROSPECTUS
I. KEY PERSONS RESPONSIBLE FOR THE CONTENTS
OF THE PROSPECTUS
...
...
...
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Mr/Ms: . . . . . . . . . .
. . . . . .
Title: Chairman of Board of Management
Mr/Ms: . . . . . . . . . .
. . . . . .
Title: Director (General Director)
Mr/Ms: . . . . . . . . . .
. . . . . .
Title: Chief Accountant
We undertake that all the information and data in this Prospectus
is consistent
with the actual situation of which we have
knowledge, or with the data we have
investigated and collected
in a reasonable manner.
2. Underwriter,
consultants:
Legal representative: Mr/Ms: . . . . . . . . .
. . . . . . . Title:. .. . . . . .. . . . . . . . .
...
...
...
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II. TERMS/ DEFINITIONS
This part
is reserved for the explanation of terms
or definitions
of terms used in the Prospectus.
III. INVESTMENT OPPORTUNITIES
1. An overview of the Vietnamese economy.
2. The Vietnamese securities market and investment opportunities.
IV. INFORMATION ABOUT THE FUND MANAGEMENT
COMPANY (“The Company”)
1. Overview of the Company:
1.1 Name and
address of head office, branches/representative offices (if any) of the Company;
1.2 Licence
Number (attaching a
copy of the Licence to the
Prospectus);
...
...
...
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1.4 Introduction
of
the structure of
the Board of Management:
- Structure
of the Board of Management;
- Brief information about members of the Board of Management (their full names, titles, and
work experience and so forth).
1.5 Introduction
to the Board of Governors:
- Structure
of the Board of Governors;
- Brief information about members of the Board of Governors (their full names, titles, work
experience and so forth) and related
[affiliated] people.
1.6 Introduction
to the Advisory Council:
Brief information about the members of the Advisory Board (full names, titles, work experience and so forth).
1.7 Custodian Bank:
...
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- Attached is the Supervisory Agreement
between the Company and
the Custodian Bank.
1.8 Auditors:
- General
information about the Auditors (name, address,
function etc.);
- Attached is the Audit Agreement
between the Company and the Auditors.
1.9 Legal
Consultancy Company (if any):
- General
information about the Legal Consultancy Company
(name, address, function etc);
- Attached is the Legal Consultancy Agreement
between the Company and the Legal Consultancy Company.
2. Information about the operational
status of the Company:
- Summary of operations of the Fund Management Company (business operational results and financial status and so forth) from the date of establishment to the closest time to the date of inserting
such information into the Prospectus.
...
...
...
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- Requirement: Specify the origin and time of provision
of the above information; specify
information about the operations
of the Company in the past, and state that this shall not imply
any guarantee of the operational
ability of the Company in the future.
- The Prospectus must
not provide information for purely
personal reasons, must not exaggerate successes or conceal failures by concealing information about operational results, or regarding past or present managerial
experience of the Fund Management Company
of other funds.
3. List of selected organizations in
charge of distribution of Fund Certificates
(if any):
V. INFORMATION ABOUT THE INVESTMENT FUND
1. General
information about the Fund:
1.1 Name and
contact address of the Fund.
1.2 Issuance Licence and
scale of the Fund.
1.3 Nature and operational duration of the Fund.
2. Charter
of the Fund:
...
...
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2.1 General
provisions.
2.2 Provisions
on
investment objectives,
policies and limitations:
- Investment
objectives;
- Investment
strategies/policies, expected industries/sectors
for investment;
- Assets
permitted to be invested;
- Investment structure;
- Investment limitations;
- Method of investment selection, and procedures for investing and the issuing of investment
decisions.
2.3 Investors, register of fund certificate holders [owners] and assignment [transfer] of fund certificates:
...
...
...
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- Rights
and obligations of the investors;
- Registration of ownership of fund certificates;
- Transfer of fund certificates;
- Inheritance
of investment fund certificates.
2.4 Distribution
of operational results:
- Method of distribution of the Fund’s profits;
- Solution for losses of the Fund.
2.5 General
meeting of investors:
- Annual and
extraordinary general meeting of investors;
...
...
...
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- Mode of conducting the general meeting of investors;
- Resolutions of the general meeting of investors.
2.6 Board of Trustees [or Committee
of Representatives]:
- Organization of Board of Trustees (list of members);
- Criteria
for selecting members
of the Board of Trustees;
- Rights
and duties of the Board of Trustees;
- Chairman of the Board of Trustees;
- Procedures for operating the Board of Trustees;
- Suspension and
dismissal of members of the Board of Trustees;
...
...
...
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- Minutes of meetings of the Board
of Trustees.
2.7 Criteria
for selection of, and rights and responsibilities
of the Fund Management
Company:
- Criteria
for selecting the Fund Management Company;
- Responsibilities
and rights of the Fund Management
Company;
- Terminating
rights and obligations of the Fund Management Company;
- Operational limitations of the Fund Management
Company.
2.8 Criteria for selection of, and rights and responsibilities of the Custodian
Bank:
- Criteria
for selection of the Custodian Bank;
- Responsibilities
and rights of the Custodian Bank;
...
...
...
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2.9 Auditing, accounting and reporting regime.
3. Risks of
investing in the Fund:
3.1 Market risks.
3.2 Interest risks.
3.3 Inflation risks.
3.4 Lack of solvency risks.
3.5 Legal risks.
3.6 Credit
risks.
3.7 Conflict
of interest risks.
...
...
...
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VI. ISSUING PLAN
1. Legal basis.
2. Issuing plan:
- Time for issuance, extension of
time for issuance of Fund Certificates;
- Issuing
price;
- Minimum subscription;
- Priority
order;
- Method of payment;
- Issuing
place;
...
...
...
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3. Summary of terms and conditions of the issue tranche:
- Issuing
organization;
- Form of the Fund;
- Scale of mobilization;
- Amount [volume] to be issued;
- Face value;
- Issuing
price;
- Minimum subscription;
- Duration [term] of the Fund;
...
...
...
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- Form of ownership;
- Issuing
date;
- Date of closing
the Fund;
- Relevant
regulating Laws;
- Custodian bank;
- Auditors;
- Legal consultancy company;
- Capital Investment structure.
4. Method
of determining net asset
value:
...
...
...
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4.2 Method of determining net asset value.
5. Fees, charges and operational bonuses:
5.1 Issuing
fees.
5.2 Management fees.
5.3 Custodian fees and
depository fees.
5.4 Other fees
and charges.
5.5 Operational bonuses.
5.6 Other information.
6. Verifying certificate ownership
...
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7.1 Transfer and
inheritance of Fund Certificates.
7.2 Minimum holding term.
7.3 Other regulations.
8. Method
of calculating income and plan for profit distribution of the Fund:
Specify the method of calculating income
items of the Fund; and
the plan and method for profit distribution
to investors.
9. Reporting
regime:
Specify the obligations of the Company and of the Custodian Bank to provide financial statements and operational reports
on a monthly, quarterly and
annual basis to investors of
the Fund.
10. Forecast
of operational results of the
Fund:
The Prospectus may provide forecasts or predictions about general economic and securities market conditions,
and about economic developmental trends, etc. but it must clearly state that these
forecasts and predictions do not imply
any guarantee of the operational
results in the future of the Fund. The Prospectus must specify the grounds for any such forecasts.
...
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Provide in detail
the contact address
and telephone number for
investors to contact
the Fund Management Company
if they have questions relating to the Fund which need to be answered.
VII. LISTING OF FUND CERTIFICATES
- General
information about listing the Fund Certificates.
- Power of attorney from the Board of Trustees of the Fund to the Fund Management Company authorizing it to conduct listing procedures.
- Other information.
VIII. COMMITMENT
The Fund
Management Company hereby undertakes
to be fully responsible for the
accuracy and truthfulness of the
information in, and documents attached to this Prospectus.
IX. APPENDICES ATTACHED
1. Appendix
with the procedures and guidelines on subscription to [registration to purchase] Fund Certificates.
...
...
...
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3. Addresses at which this Prospectus
will be provided.
4. Draft charter of the Investment
Fund.
5. Other appendices.
(General) Director
of Fund Management Company
(Signature, full name and seal).
APPENDIX
5
FORM
OF PROSPECTUS FOR PUBLIC OFFER OF SHARES IN, AND FOR LISTING OF A SECURITIES
INVESTMENT COMPANY
(Issued with Decision 13/2007/QD-BTC
of the Minister of Finance dated
13 March 2007)
...
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THE FACT THAT THE
STATE SECURITIES COMMISSION HAS LICENSED
A PUBLIC OFFER OF SHARES BY THIS SECURITIES INVESTMENT COMPANY ONLY
MEANS THAT THE
APPLICATION FOR THE OFFER
HAS BEEN CONDUCTED IN ACCORDANCE WITH
LAW, AND DOES NOT IMPLY
ANY GUARANTEE OF THE CONTENTS OF THIS PROSPECTUS OR OF THE INVESTMENT
OBJECTIVES AND STRATEGY OF THIS COMPANY.
PROSPECTUS
FOR A PUBLIC OFFER OF
SECURITIES INVESTMENT COMPANY SHARES AND FOR LISTING AT………..
PRINCIPAL UNDERWRITER
(OR ISSUING AGENTS)
Company: .........
Company:.........
CO-UNDERWRITERS (if
any):
Company: .........
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This prospectus
and its supplementary documents shall be provided at..................... from
date………………
The person
in charge of providing information
is:
Name......................................... Telephone
number:...............
(Cover Page)
SECURITIES INVESTMENT COMPANY:
ABC PUBLIC OFFER OF SECURITIES AND
LISTING AT:...
1. Name of Securities
Investment Company, licence number.
2. Date of registration.
3. Title of the Prospectus.
...
...
...
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“The Securities Investment Company as described in this Prospectus was established pursuant
to the Law on Securities
No. 70/2006/QH 11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and its implementing
guidelines. This Prospectus was registered with the State Securities Commission
on …………………………
5. Full name, title and address
of the person in charge of announcing information.
6. Place providing the Prospectus, means of announcing
the Prospectus (at the head office,
and branches of the company, on its website etc.).
“The Securities Investment Company as described in the Prospectus is established pursuant to Law
on Securities No. 70/2006/QH
11 passed by the National Assembly
of the Socialist Republic of Vietnam on 29 June 2006 and implementing documents. This Prospectus was registered
with State Securities
Commission on day.....month....year …
7. Name of the shares.
8. Face value:
9. Selling price:
10. Total offer quantity: (State the number/quantity of shares on offer
to the public and the number/quantity to be sold directly to institutional investors, if any).
11. Total offer value:
...
...
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1. COMPANY: ......... (State head
office address, telephone number, fax number)
2. COMPANY: ........ (State head
office address, telephone number,
fax number)
3. ..............
ISSUING CO-UNDERTAKING
ORGANIZATION
1. COMPANY: ....... (clearly
state head office address, telephone number, fax number)
2. COMPANY: ....... (clearly
state head office address, telephone number, fax number)
3. ............
AUDIT ORGANIZATION:
COMPANY:
....... (clearly state
head office address, telephone number, fax number)
...
...
...
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CONSULTANCY ORGANIZATION:
COMPANY:
...... (clearly state head office address, telephone
number, fax number)
..............
(Cover Page)
TABLE OF CONTENTS
Key persons
responsible for the contents of
Prospectus
Definitions
Status
and characteristic features of the issuing organization
Securities
to be offered
...
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Plan for using
the proceeds from the offer
Parties involved in
this issue tranche
Risk factors which may affect the price of the shares on offer
Appendices
CONTENTS OF THE PROSPECTUS
I. KEY PERSONS RESPONSIBLE FOR THE
CONTENTS OF THIS PROSPECTUS
1. Issuing Organization
Mr./Ms.: . . . . . . . . . .
. . . . . .
Position: Chairman of Board
of Management
...
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Position: Director (General
Director)
Mr./Ms.: . . . . . . . . . .
. . . . . .
Position:
Chief Accountant
We undertake that all the information and data in this Prospectus
is consistent
with the actual situation of which we have
knowledge, or with the data we have
investigated and collected
in a reasonable manner.
2. Underwriters, Consultants
Legal representative: Mr/Ms: . . . . . . . . .
. . . . . . . Title:
This Prospectus is one part of the application file for registration of an offer which was prepared by (provide the name of the underwriters or consultants) on the basis of a consulting agreement (or an underwriting agreement) with (provide the name of the issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus
was made reasonably and carefully, based on information and data provided by (provide
the name of the issuing organization).
II. TERMS/ DEFINITIONS
This part
is reserved for the explanation of terms
or definitions
of terms used in the Prospectus.
...
...
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1. An overview of the Vietnamese economy.
2. The Vietnamese securities market and investment opportunities.
IV. INFORMATION ABOUT THE COMPANY
A. IN A CASE WHERE THE SECURITIES INVESTMENT
COMPANY SELF-MANAGES ITS CAPITAL:
1. General information
1.1 Name and
address of head office, and of branches or
representative offices
(if any) of the Company.
1.2 Number of the certificate for public offer/issue of shares (a notarized copy must be enclosed with the Prospectus).
1.3 Introduction
of
the founding members of the
Company.
1.4 Introduction
of
the structure of the Board of Management
of the Company:
...
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1.5 Introduction
of
the Board of Executives of the Company:
1.6 Introduction
of
the structure of the Board of Executives of the Company:
- Brief information about the members of the Board of Executives (full name, position,
working experience, etc.) and
related [affiliated] persons;
1.7 Introduction
of
the Advisory Board:
- Brief information about the members
of the Advisory Board (full name, position,
working experience, etc.);
1.8 Auditors:
- General
information about the Auditor (name, address,
functions, etc.);
- The auditing
contract between the Company and the Auditor must be enclosed.
1.9 Legal Firm
(if any):
...
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- Legal agreement
between the Company and the Legal Firm must be enclosed.
2. Information about the operational
status of the Company:
- Summary of operations of the Company (business operational results, financial
status etc.) from the date of establishment to the time nearest to the date of inserting such information into
the Prospectus;
- Specify the source and time of provision of
the above-mentioned information;
- Provide information on the operation of the Company in the past, and specify that this shall not
be taken to imply any guarantee about the operational ability of the Company in the future;
- The Prospectus
must not provide information
for purely personal purposes;
and must not exaggerate successes
or conceal failures by concealing information regarding
operational results or investment
activities, or regarding
past or present
managerial experience of the
Company.
3. List of selected organizations in
charge of distribution of shares (if any)
4. Company
Charter:
Summarize
the company charter with the following key information:
...
...
...
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4.2. Provisions
on
investment objectives, policies
and limitations:
- Investment
objectives;
- Investment strategies/policies,
and proposed industries/sectors for investment;
- Assets
permitted to be invested;
- Investment structure;
- Investment limitations;
- Method for
selecting investments;
procedures for investing for issuing investment decisions.
4.3. Investors, register of shareholders
and assignment of shares:
- Investors;
...
...
...
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- Register
of shareholders;
- Assignment of shares;
- Inheritance
of shares.
4.4. Distribution
of operational results:
- Method of distribution of company profits;
- Solutions for losses of the company.
4.5. General
meeting of investors:
- Annual and
extraordinary general meetings of investors;
- Rights
and obligations of investors and
of the general meeting of investors;
...
...
...
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- Resolutions of a general meeting of investors.
5. Risks when
investing in the Company:
5.1. Market risks.
5.2. Interest rate risks.
5.3. Inflation risks.
5.4. Lack of solvency risks.
5.5. Legal risks.
5.6. Credit
risks.
5.7. Conflict
of interest risks.
...
...
...
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B. APPLICABLE WHERE THE SECURITIES INVESTMENT
COMPANY WILL ENTRUST ITS INVESTMENTS TO A FUND MANAGEMENT COMPANY:
1. General
information about the Fund Management
Company:
1.1 Name and
address of head office, branch/representative office (if any) of the Fund Management Company.
1.2 Number of the Licence for
establishment of the Fund Management Company (a notarized copy
of the Licence to be enclosed
with the Prospectus).
1.3 Introduction
of
the founding members of the Fund Management Company.
1.4 Introduction
of
the structure of the Board of Management of the Fund Management
Company:
- Introduction
of
the structure of the Board of Management of the Fund Management
Company;
- Brief information about members of the Board of Management (full
name, position, working
experience, etc.).
1.5 Introduction
of
the Board of Executives of the
Fund Management Company:
...
...
...
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- Brief information about
members of the Board of Executives (full name, position, working experience, etc.).
1.6 Introduction
of
the Advisory Board:
- Brief information about members of
the Advisory Board (full name,
position, working experience, etc.).
1.7 Custodian Bank:
- General
information about the Custodian Bank
(name, address, functions, etc.);
- The supervisory
contract between the Fund Management Company and the Custodian Bank
must be enclosed.
1.8 Auditors:
- General
information about the Auditors (name, address, functions, etc.);
- The auditing
contract between the Fund
Management Company
and the Auditors must be enclosed.
...
...
...
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- General
information about the Legal Firm (name, address, functions,
etc.);
- The legal agreement
between the Fund Management Company and the Legal Firm must be enclosed.
2. Information on operational status of the Fund Management
Company:
- Summary of operations of the Fund Management Company
(business operation results
and financial status etc.) from the date of its establishment to the time nearest to the date on which such
information was inserted into the Prospectus;
- Specify the source and time of provision of
the above-mentioned information;
- Provide
information on the operation of the Fund Management
Company in the past, stating that this shall not imply any
guarantee of the operational
ability of the Fund Management Company in the future.
- The Prospectus
must not provide information
for purely personal purposes,
and must not exaggerate successes
or conceal failures by concealing information regarding
operational results of the Fund
Management Company, or regarding past or present managerial experience
of such Company of other funds.
3. List of selected organizations in
charge of distribution of shares (if any).
V. INFORMATION ABOUT THE SECURITIES INVESTMENT COMPANY
...
...
...
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1.1 Name and
contact address of the Company;
1.2 Licence
for the issue and scale of the Company;
1.3 Particular
characteristics and term [duration] of operation of the Company.
2. Company
charter:
Summarize
the Securities Investment
Company charter with the following
key information:
2.1 General
provisions.
2.2 Provisions
on
investment objectives,
policies and limitations;
- Investment
objectives;
- Investment strategies/policies,
expected industries/sectors
for investment;
...
...
...
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- Investment structure;
- Investment limitations;
- Method of selecting investments; investment procedures
and issuing investment decisions.
2.3 Investors, register of shareholders
and assignment of shares:
- Investors;
- Rights
and obligations of investors;
- Register
of shareholders;
- Assignment of shares;
- Inheritance
of shares.
...
...
...
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- Method of distribution of Company profit;
- Solutions for losses of the Company.
2.5 General
meeting of investors:
- Annual and
extraordinary general meetings of investors;
- Rights
and obligations of investors and
of the general meeting of investors;
- Procedures for conducting
the general meeting of investors;
- Resolutions of the general meeting of investors.
2.6 Criteria
for selection of, and rights and obligations of the Fund Management Company:
- Criteria
for selection of the Fund Management Company;
...
...
...
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- Termination
of
rights and obligations of the Fund Management Company.
2.7 Criteria
for selection of, and rights and obligations of the Custodian Bank:
- Criteria
for selection of the Custodian Bank;
- Rights
and obligations of the Custodian Bank;
- Termination
of
rights and obligations of the Custodian Bank.
2.8 Auditing, accounting and reporting regimes.
3. Risks from investing in the Company:
3.1 Market risks.
3.2 Interest risks.
...
...
...
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3.4 Lack of solvency risks.
3.5 Legal risks.
3.6 Credit
risks.
3.7 Conflict
of interest risks.
3.8 Other risks.
VI. ISSUANCE
PLAN
1. Legal basis
2. Issuance
plan
- Time [period]
for the issue tranche, extension
of time for issuance of the
shares;
...
...
...
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- Minimum subscription;
- Priority
order;
- Payment method;
- Place of issuance;
- Parties involved in the issue
tranche.
3. Summary of terms and conditions of the issue tranche:
- The issuing
organization;
- Form of the Fund;
- Scale of mobilization;
...
...
...
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- Par [face]
value;
- Price of issuance;
- Minimum subscription;
- Term [duration] of the Fund;
- Currency;
- Form of ownership;
- Date of issuance;
- Date of closing;
- Relevant regulatory laws;
...
...
...
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- Auditors;
- Legal firm;
- Structure
of capital investment.
4. Method
for determining net asset
value:
4.1 Time for determination of net
asset value;
4.2 Method for determination of net asset value.
5. Fees, charges and operational bonus:
5.1 Fees for
issuance;
5.2 Fees for
management;
...
...
...
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5.4 Other fees
and charges;
5.5 Operational bonus;
5.6 Other information.
6. Verification of ownership of shares.
7. Trading shares:
7.1 Transfer [assignment]
and inheritance of shares;
7.2 Minimum holding term;
7.3 Other information.
8. Method
for calculating income and plan for distribution of profits
of the Company:
...
...
...
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9. Reporting
regime:
Specify the obligation of the Fund Management
Company and the Custodian Bank to
provide financial statements and operational reports on a monthly, quarterly and annual basis to investors
of the Fund.
10. Forecast
of operational results of the
Fund:
The Prospectus may provide forecasts or predictions about general economic and securities market conditions, about economic developmental trends, etc. but it must clearly state that these forecasts and predictions do not imply any guarantee of the operational results in the future of the Securities
Investment Company. The Prospectus must
specify the grounds for any such forecasts.
11. Contact address
for answering questions
from investors
Provide in
detail a contact address and
telephone number for investors
to contact the Securities
Investment Company or the Fund Management
Company if they have questions
relating to the issuing tranche or
the shares on offer to the
public.
VII. LISTING OF SHARES
- General
information about listing of shares;
- Power
of attorney from the Securities Management
Company
in favour of the Fund Management Company
authorizing it to conduct listing
procedures.
...
...
...
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VIII. UNDERTAKINGS
The Fund
Management Company/Securities Investment
Company hereby undertakes to
be fully responsible for the accuracy and truthfulness of the information in, and documents attached to this
Prospectus.
IX. APPENDICES ENCLOSED
1. Appendix on procedures
and instructions for subscribing for [registering to purchase]
shares.
2. Form for
subscribing for [registering to
purchase] shares.
3. Addresses where this Prospectus shall
be provided.
4. Financial statements for the last two years (if the Securities Investment Company was established in a form other then a public company and
now conducts procedures for re-registration and offer in order to become a public company and to register for listing).
5. Draft Charter of the Securities Investment Company.
6. Other appendices.
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(General)
Director of the
Company
(Sign, specifying
full name and seal)