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THE STATE SECURITIES COMMISSION
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No:
80/2000/QD-UBCK
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Hanoi, December 29, 2000
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DECISION
AMENDING AND SUPPLEMENTING CIRCULAR No.
01/1998/TT-UBCK OF OCTOBER 13, 1998 OF THE STATE SECURITIES COMMISSION
THE CHAIRMAN OF THE STATE SECURITIES
COMMISSION
Pursuant to the Government’s Decree No. 15/CP of March 2, 1993 on the tasks,
powers and State management responsibility of the ministries and
ministerial-level agencies;
Pursuant to the Government’s
Decree No. 75/CP of November 28, 1996 on the establishment of the State
Securities Commission;
Pursuant to the Government’s
Decree No. 48/1998/ND-CP of July 11, 1998 on securities and securities market;
At the proposal of the Director of the Department for Securities Issuance
Management,
DECIDES:
Article 1.- To amend and supplement a number of Articles of
Circular No. 01/1998/TT-UBCK of October 13, 1998 of the State Securities
Commission on the issuance of shares and bonds to the public, which guides the
implementation of the Government’s
Decree No. 48/1998/ND-CP of July 11, 1998 on securities and securities market.
1. To amend Point 1.1, Section I, as follows:
1.1 Share includes ordinary share and
preferential share, which is a type of securities issued in form of
certificates or book entries, certifying the ownership right and legitimate
benefits of the share owners over the assets or capital of a joint-stock
company;
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1.5. Share-buying right: is the right of current
shareholders of a joint-stock company to buy a volume of shares in a drive of issuing
ordinary shares corresponding to the percentage of shares they are holding;
3. To amend Point 1.6, Section I, as follows:
1.6. Convertible bond is a type of bond which
can be converted into ordinary share of the same issuing organization under
definite conditions;
4. To supplement Points 1.12 and 1.13,
Section I, as follows:
1.12. Right certificate: is a type of securities
issued together with preferential bonds or shares, which allows its holders to
buy a certain volume of ordinary shares at the pre-fixed price in a given
period;
1.13. Listed company: is a joint-stock company
which has its ordinary shares listed at the Securities Trading Center or Stock
Exchange;
5. To amend Point 2, Section II, as follows:
2. A listed company, when additionally issuing
shares to increase its capital, apart from meeting the conditions prescribed at
Points 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.8, Section II of this Circular, it
shall have to satisfy the following conditions:
2.1. The additional issuance must be conducted
at least 1 year after the last issuance as from the time of being granted the
issuing permits;
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6. To amend Point 3, Section II, as follows:
3. In cases where capital-increasing shares are
issued together with share-buying right, bonds are issued together with the
right certificates, the issuing organizations shall have to clearly state in
the prospectus measures to exercise such rights, including the following
contents:
3.1. Time limits for the exercise of rights;
3.2. Conversion prices and method of calculation
thereof;
3.3. Other terms relating to benefits of owners
of share-buying right or right certificates (if any).
7. To amend Point 1.1, Section III, as
follows:
1.1 Being State enterprises, joint stock
companies, equitized enterprises or limited liability companies;
8. To amend Point 2, Section III, as follows:
2. Bonds issued according to the above-mentioned
Point 1 may be unsecured bonds, secured bonds, convertible bonds and bonds with
right certificates.
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9. In case of issuing convertible bonds or
bonds with right certificates, the issuing organizations shall have to clearly
inscribe in the dossiers of application for the issuing license the purchase or
conversion terms, which contain the following main contents:
9.1. Conditions and time limits for effecting
the purchase and/or conversion;
9.2. Conversion percentage and method of
calculating the purchase or conversion prices;
9.3. Method of calculating and making
compensation for cases where the bond-issuing organizations fail to issue
shares to meet the purchase and/or conversion right;
9.4. Other terms (if any).
10. To amend Point 1.2, Section IV, as
follows:
1.2. A notarized copy of establishment license
(or decision);
11. To amend Point 4.1, Section IV, as
follows:
4.1. Strictly abide by the current accounting
regimes of the State. The annual financial reports must be certified by an
approved auditing organization;
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4.3. In cases where the issuing organization
possesses 50% or more of equity capital (or contributed capital) of another
organization, or 50% or more of equity capital of the listed organization is
held by another organization, the financial reports must include financial
reports of such organization.
13. To supplement Point 4.4, Section IV, as
follows:
4.4. If the financial report is a copy, it must
be affixed with the stamp "true copy of original" and the signature
of the lawful representative of such organization.
14. To amend Point 1, Section V, as follows:
1. Issuing organizations wishing to issue shares
and/or bonds to the public, or listed companies wishing to issue shares must
obtain issuing permits granted by the State Securities Commission. The issuing
permits shall be granted to issuing organizations when such organizations:
- Meet all conditions prescribed at Points 1 and
2, Section II or Points 1 and 2, Section III of this Circular;
- Have filed the dossiers of application for
issuance, as prescribed at Point 1 or Point 2, Section IV of this Circular.
- Have amended or supplemented the
issuance-application dossiers as prescribed at Point 7, Section IV of this
Circular (for case of amendment or supplement).
15. To amend Point 2, Section VI, as follows:
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- Name of the issuing organization;
- Headquarter, telephone number, fax number;
- Charter capital;
- Business objective and lines;
- Price for sale to the public;
- Types of shares or bonds;
- Total number of shares or bonds allowed to be
issued to the public;
- Issuance date, issuance duration;
- Place where the prospectus shall be supplied;
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16. To amend Point 1, Section XI, as follows:
1. For shares and bonds allowed to be issued not
under the provisions of the Government’s
Decree No. 48/1998/ND-CP on securities and securities market, before being
traded at the Securities Trading Centers and Stock Exchange, they must be
re-registered according to the following regulations:
1.1. The issuing organizations must satisfy all
conditions prescribed at Point 1, Section II of this Circular, for
share-issuing organizations, or Point 1, Section III of this Circular, for
bond-issuing organizations;
1.2. The issuing organizations shall have to
send to the State Securities Commission the re-registration dossiers according
to the provisions of Section IV of this Circular, excluding those prescribed at
Points 1.1, 1.5 and 1.10 which shall be replaced with the following documents:
- Application for re-registration (according to
set form);
- Share- or bond-issuing permits granted by
competent bodies;
- Resolution of the shareholders’ congress approving the re-registration for share
listing, or Resolution of the Management Boards (Members�
Council) approving the re-registration for bond listing.
1.3. The State Securities Commission shall reply
in writing, whether or not permitting the re-registration by the issuing
organizations according to the provisions at Point 2, Section V of this
Circular.
17. To amend Point 8 of Form PHCP-01A as
follows:
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Ordinal
number
Contents
1,000 dong
%
Number of
shareholders
Equity capital:
- Founding shareholders:
- Shareholders possessing more than 5% of
voting shares:
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In which:
- State’s
capital:
- Foreign capital:
Article 2.- This Decision takes effect 15 days after its
signing.
Article 3.- The Director of the Office, the Director of the
Department for Securities Issuance Management, the heads of the units under the
State Securities Commission, and issuing organizations shall, within the scope
of their respective functions and tasks, have to implement this Decision.
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CHAIRMAN OF THE STATE SECURITIES COMMISSION
Nguyen Duc
Quang