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VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION
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THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 38/QD-HDTV
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Hanoi, April 29,
2025
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DECISION
RULES
ON PERFORMANCE OF CORPORATE ACTIONS FOR HOLDERS OF SECURITIES AT VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION
THE BOARD OF DIRECTORS
OF VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION (VSDC)
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Law providing amendments to Law
on Securities, Law on Accounting, Law on Independent Audit, Law on State
Budget, Law on Management and Use of Public Property, Law on Tax
Administration, Law on Personal Income Tax, Law on National Reserves, and Law
on Penalties for Administrative Violations dated November 29, 2024;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to the Government's Decree No.
155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the
Law on Securities;
Pursuant to the Government’s Decree No.
95/2018/ND-CP dated June 30, 2018 providing for issuance, registration,
depositing, listing and trading of government debt instruments in securities
market;
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Pursuant to the Decision No. 26/2022/QD-TTg
dated December 16, 2022 of the Prime Minister of Vietnam on establishment,
organization and operation of Vietnam Securities Depository and Clearing
Corporation (VSDC);
Pursuant to the Decision No. 1275/QD-BTC dated
June 14, 2023 of the Minister of Finance of Vietnam promulgating the Charter on
organization and operation of Vietnam Securities Depository and Clearing
Corporation (VSDC);
Pursuant to the Circular No. 119/2020/TT-BTC dated
December 31, 2020 of the Minister of Finance prescribing registration,
depositing, clearing and settlement of securities transactions;
Pursuant to the Circular No. 18/2025/TT-BTC
dated April 26, 2025 of the Minister of Finance of Vietnam providing amendments
to the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of
Finance prescribing registration, depositing, clearing and settlement of
securities transactions, the Circular No. 96/2020/TT-BTC dated November 16,
2020 of the Minister of Finance providing guidelines for disclosure of
information on securities market, as amended by the Circular No. 68/2024/TT-BTC
dated September 18, 2024;
Pursuant to the Circular No. 30/2019/TT-BTC
dated May 28, 2019 of the Minister of Finance providing guidance on
registration, depositing, listing, trading and settlement of government debt
instruments, government-guaranteed bonds issued by banks for social policies
and municipal bonds;
Pursuant to the Circular No. 111/2018/TT-BTC
dated November 15, 2018 of the Minister of Finance providing guidelines for
issuance and settlement of government debt instruments in domestic market;
Pursuant to the Circular No. 110/2018/TT-BTC
dated November 15, 2018 of the Minister of Finance providing guidance on
repurchase and swap of government debt instruments, government-guaranteed bonds
and municipal bonds in domestic market;
Pursuant to the Circular No. 81/2020/TT-BTC
dated September 15, 2020 providing amendments to the Circular No.
110/2018/TT-BTC dated November 15, 2018 of Ministry of Finance providing
guidance on repurchase and swap of government debt instruments,
government-guaranteed bonds and municipal bonds in domestic market and Circular
No. 342/2016/TT-BTC dated December 30, 2016 of Ministry of Finance elaborating
Government's Decree No. 163/2016/ND-CP dated December 21, 2016 providing
guidelines for law on state budget;
Pursuant to the Official Dispatch No.
1388/UBCK-PTTT dated April 28, 2025 of the State Securities Commission of
Vietnam (SSC) giving approval for Rules on business operations of Vietnam
Securities Depository and Clearing Corporation (VSDC);
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At the request of the General Director of
Vietnam Securities Depository and Clearing Corporation (VSDC);
HEREIN DECIDES:
Article 1. “Rules on performance of corporate actions for holders of
securities at Vietnam Securities Depository and Clearing Corporation” is
enclosed with this Decision.
Article 2. This Decision comes into force from the day on which the
Information Technology System of the “Design, solutions, installation and transfer
of information technology system - Ho Chi Minh City Stock Exchange” package is
put into official operation, and supersedes the Decision No. 20/QD-HDTV dated
April 19, 2024 of the Board of Directors of Vietnam Securities Depository and
Clearing Corporation (VSDC) issuing Rules on performance of corporate actions
for securities holders.
Article 3. General Director, Director of VSDC’s Ho Chi Minh City
Branch, Head of Administration Department, Head of Stock Registration
Management Department, Head of Bond Registration Management Department, Head of
Fund Service and Covered Warrant Management Department, Chief of Board of
Directors Office, Heads of other Departments and Divisions of VSDC, and
relevant organizations and individuals are responsible for the implementation
of this Decision./.
ON BEHALF OF
THE BOARD OF DIRECTORS
CHAIRMAN
Nguyen Son
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ON PERFORMANCE OF CORPORATE ACTIONS FOR HOLDERS OF
SECURITIES AT VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION (VSDC)
(Enclosed with the Decision No. 38/QD-HDTV dated April 29, 2025 of the Board
of Directors of Vietnam Securities Depository and Clearing Corporation (VSDC))
Chapter I
GENERAL PROVISIONS
Article
1. Scope
This document provides guidelines
on procedures for cooperation in performing corporate actions for holders of
shares, closed-end fund certificates, exchange-traded fund (ETF) certificates,
corporate bonds issued to the public, and debt instruments (including
government bonds, treasury bills, national development bonds,
Government-guaranteed bonds and municipal bonds) between Vietnam Securities
Depository and Clearing Corporation (hereinafter referred to as “VSDC”),
registered issuers and depository members (hereinafter referred to as “DMs”),
and direct account holders, including:
- Exercise the right to receive
payment of debt instrument principal and interest;
- Exercise the right to swap
and repurchase debt instruments;
- Exercise the right to attend
General Meeting of Shareholders/General Meeting of Investors/meeting of
corporate bondholders, and get written opinions from
shareholders/investors/corporate bondholders;
- Exercise the right to receive
cash dividends/profits, payment of principal and interest of corporate bonds,
cash payments made to shareholders upon enterprise dissolution, and cash
payments made to fund certificate holders upon closure of funds;
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- Implement rights issue (offer
shares/fund certificates/corporate bonds/convertible bonds through a rights
issue for existing shareholders/investors);
- Stock swap;
- A registered issuer
repurchases shares from its existing shareholders;
- A registered issuer that is a
public company pays bonuses to its existing shareholders using treasury stocks
(purchased before the effective date of the Law on Securities No.
54/2019/QH14);
- A registered issuer partially
refunds contributed capital to its existing shareholders to reduce charter
capital;
- Exercise the registered
issuer’s right to repurchase corporate bonds before maturity;
- Exercise the right to convert
convertible bonds;
- Exercise other rights as
prescribed by laws.
Article
2. Definitions
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1. Registered issuer means
an issuer or public company that has securities registered at VSDC.
2. Depository system means
a software system with privileged access used to serve these operations,
including registration and depositing of securities, registration of securities
trading codes, securities lending and borrowing, ETF services.
3. Issuer communication
system - ICOSY means an application environment which enables
registered issuers and VSDC to exchange information on business operations in
the form of electronic applications/documents/reports and electronic
transactions through the internet on web-based interface.
4. ISO-message based gateway
means an application software environment which enables DMs, direct account
holders and VSDC to exchange information on business operations in the form of
MT message or FileAct directly between operational systems of DMs, direct
account holders and the depository system.
5. Operational message (MT
message, FileAct) means a data file which contains operational information
based on ISO 15022 standard, and is directly exchanged between an operational
system of a DM/direct account holder and the depository system, authenticated
by the digital signature of an authorized person of VSDC or DM/direct account
holder, and considered as an electronic document. Operational message standards
are provided in the Guideline for connection with ISO-message based gateway.
6. Electronic document means
any information about business operations at VSDC which is created, sent,
received and stored by electronic means as prescribed by regulations of law on
e-transactions in financial sector, through ICOSY or ISO-message based gateway
or internet on web-based interface of VSDC, and authenticated by the digital
signature of an authorized person of VSDC or DM/direct account holder.
Electronic documents in this document include:
a) Electronic reports and
electronic transactions are those reports and transactions created and executed
on the depository system through ICOSY;
b) Operational messages.
7. Digital signature means
a form of electronic signature that complies with regulations of law on e-transactions
and is used by an authorized person of VSDC or registered issuer/DM/direct
account holder to authenticate their provided data.
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9. Investor ID at DM
means a series of 15 characters which is automatically generated and
issued by the depository system to a particular investor at each DM when
this DM follows procedures for registration of information for that investor on
the system. Such IDs are used to separately manage information on
investors at DMs.
10. Valid copy means
a copy extracted from its master register or a certified true copy of original
issued by a competent authority or organization.
11. Valid application means
an application comprising all of the required documents which are prepared in
the format and contain adequate information as prescribed by laws and
provisions herein.
Article
3. General provisions
1. Registered issuers, DMs,
direct account holders and other organizations and individuals that participate
in the preparation of applications/documents shall be held legally responsible
for the legitimacy, accuracy, truthfulness and adequacy of the
applications/documents sent to VSDC. Organizations and individuals that engage
in the certification of applications/documents shall assume legal
responsibility for their performance of such certification tasks. Information
in the applications/documents sent to VSDC must be clear and unequivocal, and
includes adequate material information on the business operations to be
processed by VSDC at the request of registered issuers, DMs or direct account
holders.
2. VSDC shall consider the
validity of the received applications/documents; assume no responsibility for
violations committed by organizations and/or individuals before and after such
applications/documents are submitted to VSDC.
3. In the course of processing
of applications/documents, if verification or clarification of information or
specific opinions from regulatory authorities are required, the time limit for
processing of applications/documents as prescribed herein shall exclude the
length of time spent by VSDC to conduct such verification or clarification or
to obtain opinions from relevant regulatory authorities. VSDC shall give
notification thereof to the organizations/individuals submitting such
applications/documents for cooperation.
4. VSDC and registered issuers
shall send and receive documents, papers and lists included in corporate
actions dossiers through ICOSY.
5. If there are any changes in
the contents of the notice of the record date for corporate actions (except
changes in the record date, execution rate and grounds for calculating and
allocating rights to securities holders), the registered issuer shall send a
notice of changes which must clearly indicate reasons for such changes to VSDC.
If the registered issuer wishes to cancel its notice of corporate actions, it
must send a written notice indicating reasons for such cancellation to VSDC.
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DMs/direct account holders
shall organize receipt of notices, information and lists relating to corporate
actions from VSDC through the ISO-message based gateway and from VSDC’s
website.
7. If a registered issuer, DM
or direct account holder is unable to send and receive information and lists
relating to corporate actions in the form of electronic documents due to the
disruption of their connection with ICOSY or VSDC’s ISO-message based gateway
used to serve corporate actions, relevant information shall be sent and
received at the request of the registered issuer, DM or direct account holder
and within VSDC’s capability at the time of request receipt.
8. Where necessary, VSDC or
DMs, direct account holders, registered issuers may convert electronic
documents included in corporate action dossiers into physical copies in
accordance with regulations of law on e-transactions in financial sector and documents
giving guidelines thereon.
VSDC’s physical copies
converted from electronic documents shall bear the following seal:
VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION (VSDC)
DOCUMENT CONVERTED FROM
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Full name:
Signature:
Time of conversion:
9. DMs shall send operational messages to VSDC’s
depository system on business days (from 08:00 AM to 15:00 PM).
10. The date of receipt of an
application by VSDC shall be:
a) the receipt date specified in
VSDC’s document receipt book, if the application is submitted in person;
b) the receipt date specified
on the incoming document stamp, if the application is submitted by post;
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d) the next business day, if a registered issuer
confirms its submission of application through VSDC’s ICOSY outside business
hours;
Article 4.
Principles for performing corporate actions
1. Based on the effectiveness
of book entries resulting from depositing, clearing and settlement, information
correction, and transfer of ownership of securities on depository accounts of
DMs, direct account holders and clients of DMs, for deposited securities, or
the effectiveness specified in VSDC’s securities registration book of such
activities as information correction and transfer of securities ownership by
their holders, for non-deposited securities, VSDC shall compile the list of
securities holders on the record date, calculate and allocate rights to both
holders of deposited securities and holders of non-deposited securities
according to the execution rate as notified by registered issuers. Only
securities holders whose names appear on the list are entitled to rights
associated with securities.
2. If a registered issuer
authorizes VSDC to perform corporate actions for holders of non-deposited
securities, such performance of corporate actions shall be subject to the
written agreement or service contract signed by and between VSDC and that
issuer.
3. Exercise of rights to
receive payment of interest and principal, swap and repurchase debt instruments
traded on Hanoi Stock Exchange (HNX) shall be subject to written agreements
between registered issuers and VSDC and the provisions of this document.
4. Performance of corporate
actions for direct account holders at VSDC shall be subject to specific written
agreements made between VSDC and such direct account holders and the provisions
of this document.
5. VSDC shall assume no
responsibility for losses incurred by securities holders and other relevant
entities in case registered issuers, DMs, direct account holders or clients of
DMs fail to comply with regulations of law and the provisions of this document.
Chapter
II
PERFORMANCE OF CORPORATE
ACTIONS FOR HOLDERS OF DEBT INSTRUMENTS
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1. At least 06 business days
before the record date, VSDC shall prepare the Notice of record date and
request for confirmation of securities holders and:
- Send the written notice to
HNX and registered issuers, and publish information thereon on VSDC’s website.
- Send operational message
MT564 - Notice of record date and request for confirmation of securities
holders to DMs/direct account holders.
2. Within 01 business day after
the record date, VSDC shall send DMs/direct account holders the operational
message MT596 which is accompanied with the data file containing List of
holders of deposited debt instruments entitled to corporate actions
(hereinafter referred to as “eligible holders”) and the operational message
MT598 - Requesting DM to confirm the List of eligible holders of deposited debt
instruments.
Regarding the right to receive
payment of debt instrument principal, from the business day following the
record date, such debt instruments shall be monitored as “debt instruments
pending deregistration” (i.e. no transaction involving these debt instruments
may be conducted) until VSDC carries out deregistration of such debt
instruments on the depository system.
3. DMs/direct account holders
shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If a DM/direct account holder
does not accept the list due to any false information or discrepancies in
figures on number of allocated rights, they must provide VSDC with a document
stating such false information or discrepancies and cooperate with VSDC in
making modifications.
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4. Within 02 business days
after the record date, VSDC shall provide the relevant registered issuer with
the following documents:
a) The written request for
payment of debt instrument principal and interest (Form No. 02/THQ enclosed
herewith).
b) The List of securities
holders receiving payment of debt instrument principal and interest (Form
03/THQ enclosed herewith).
5. No later than 11:00 AM of
the payment date, the relevant registered issuer must transfer the full amount
of money used for paying debt instrument principal and interest to deposited
securities holders to the deposit account notified by VSDC or send a written
notice stating reasons for late transfer of money or change in the payment time
to VSDC by 14:00 PM of the business day preceding the payment date, and shall
assume responsibility for such late transfer or change in the payment time.
Based on the registered
issuer’s notice of change in the payment time or in case, after 11:00 PM of the
payment date, VSDC does not receive any amount transferred from the registered
issuer, VSDC shall:
+ Send the operational message
MT564 - Notice of change in the payment time to DMs/direct account holders, and
publish information on such a change on VSDC’s website.
+ Send written notices of late
transfer of money/change in payment time to the relevant registered issuer and
HNX.
6. On the payment date, VSDC
shall transfer money to deposit accounts of relevant DMs/direct account holders
(unless the registered issuer fails to fulfill its obligation as specified in
clause 5 of this Article), and also send operational messages MT596,
accompanied with the data file containing the final List of holders of
deposited debt instruments receiving payment of debt instrument principal and
interests, in which any changes in information on allocated rights during the
execution time must be specified, to the relevant DMs/direct account holders.
Within the same day when
receiving money from VSDC, the relevant DMs shall allocate money to holders of
deposited debt instruments whose names appear on the List of deposited
securities holders receiving payment of debt instrument principal and interest.
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Article 6.
Swap and repurchase of debt instruments
VSDC shall exercise the rights
to swap or repurchase debt instruments in cases of swap or repurchase of debt
instruments as prescribed in the Circular No. 110/2018/TT-BTC dated November
15, 2018 of the Minister of Finance providing guidance on repurchase and swap
of government debt instruments, government-guaranteed bonds and municipal bonds
in domestic market (hereinafter referred to as “Circular No. 110/2018/TT-BTC”)
and the Circular No. 81/2020/TT-BTC dated September 15, 2020 providing
amendments to the Circular No. 110/2018/TT-BTC dated November 15, 2018 of
Minister of Finance providing guidance on repurchase and swap of government
debt instruments, government-guaranteed bonds and municipal bonds in domestic
market and Circular No. 342/2016/TT-BTC dated December 30, 2016 of Ministry of
Finance elaborating Government's Decree No. 163/2016/ND-CP dated December 21,
2016 providing guidelines for the Law on state budget.
1. Swap and repurchase of debt
instruments by negotiation
a) At least 05 business days
before the date of the debt instrument swap/repurchase, the registered issuer
shall send a written notice of the information related to the debt instrument
swap/repurchase to VSDC. The notice shall be made according to Clause 1 Article
14 of the Circular No. 110/2018/TT-BTC (in case of swap) or Clause 1 Article 7
of the Circular No. 110/2018/TT-BTC (in case of repurchase). Within 01 business
day from the date of receipt of the registered issuer’s notice, VSDC shall
publish information about the registered issuer’s notice of debt instrument
swap/repurchase on its website.
b) Blocking of debt instruments
to be swapped/repurchased
- After the deadline for
submission of applications for engagement in debt instrument redemption/swap,
VSDC shall block outstanding debt instruments to be swapped/ repurchased on
depository accounts of debt instrument holders at the request of the registered
issuer.
- Within 01 business day from
the receipt of the registered issuer’s request, VSDC shall block the debt
instruments to be swapped/repurchased and send written confirmation of such
blocking to the registered issuer (Form 04/THQ enclosed herewith) and to relevant
DMs where investors' debt instruments are deposited (Form 05/THQ enclosed
herewith) so that DMs perform corresponding blocking of debt instruments.
c) In case of successful
swap/repurchase
The registered issuer shall
send a written notice of swap/repurchase results to VSDC. Such notice shall be
made according to the Circular No. 110/2018/TT-BTC.
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- The registered issuer shall
send a written request to VSDC for termination of blocking of debt instruments
to be swapped/repurchased on depository accounts of debt instrument holders.
- Within 01 business day from
the receipt of the registered issuer’s request, VSDC shall release the debt
instruments which have been blocked to serve the swap/repurchase, and send
written confirmation of such release to the registered issuer and relevant DMs
where investors' debt instruments are deposited to perform corresponding
release (Form 06/THQ enclosed herewith).
2. Swap/repurchase of debt
instruments through bidding
a) Upon the completion of the
bidding session for swap/repurchase, HNX shall send a notice of bidding results
to VSDC. Such notice shall be made according to the Circular No.
110/2018/TT-BTC.
b) Blocking of debt instruments
to be swapped/repurchased
Within 01 business day from its
receipt of HNX’s notice of bidding results, VSDC shall block the debt
instruments to be swapped/repurchased and send written confirmation of such
blocking to the registered issuer (Form 04/THQ enclosed herewith) and to relevant
DMs where investors' debt instruments are deposited (Form 05/THQ enclosed
herewith) so that DMs perform corresponding blocking of debt instruments.
3. Payment for repurchased debt
instruments
a) No later than 11:30 AM of
the repurchase date, the registered issuer must ensure that total amount paid
for repurchased debt instruments (including debt instruments repurchased from
clients of market makers) has been fully remitted and credited to VSDC’s
account.
b) On the repurchase date, VSDC
shall transfer money to debt instrument holders on the list of debt instrument
holders provided by the registered issuer. Upon completion of payment,
VSDC shall send a notice to HNX for carry outing delisting procedures.
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Chapter
III
PERFORMANCE OF CORPORATE
ACTIONS FOR HOLDERS OF SHARES, CORPORATE BONDS ISSUED TO THE PUBLIC, CLOSED-END
FUND CERTIFICATES AND ETF CERTIFICATES
Article 7.
Notice of corporate actions
1. General provisions
The registered issuer shall
send the notice of corporate actions which comprises valid documents as
prescribed in clause 2 of this Article to VSDC at least 08 business days before
the record date.
2. Documentation requirements
for notification of corporate actions:
The registered issuer shall
send a package of notice of corporate actions to VSDC. Such package includes:
2.1. The notice of the record
date (Form 01/THQ enclosed herewith);
2.2. Copies of documents
proving that the registered issuer has published information on the record date
for performance of corporate action to existing shareholders at least 10 days
before the record date (unless the right to attend the General Meeting of
Shareholders is exercised for existing shareholders, such information must be
published at least 20 days before the record date) (applicable to the
registered issuer that is a public company).
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2.4. Documents attached to the
notice, including:
a) For attending the General Meeting of
Shareholders/General Meeting of Investors/meeting of corporate bondholders, and
getting written opinions from shareholders/investors/corporate bondholders
- In case of an extraordinary
General Meeting of Shareholders convened by the Board of Directors/collection
of written opinions from shareholders:
+ A copy of the Resolution of
the Board of Directors approving the convening of the extraordinary General
Meeting of Shareholders/collection of written opinions from shareholders.
- In case of convening of
meeting of bondholders and collection of written opinions from bondholders:
+ A copy of the Resolution of
the Board of Directors/Decision of the Board of Members approving the convening
of meeting of bondholders/collection of written opinions from bondholders.
- In case of an extraordinary
General Meeting of Investors convened by the fund management company or the
fund’s representative board/supervisory bank:
+ A copy of the Resolution of
the fund’s representative board or copy of the document made by the supervisory
bank requesting such extraordinary General Meeting of Investors.
b) For the right to
receive cash dividends/profits, cash payments made to shareholders upon
enterprise dissolution, and cash payments made to fund certificate holders upon
closure of funds:
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+ A copy of the Resolution of
the General Meeting of Shareholders/General Meeting of Investors giving
approval for the payment rate of cash dividends/profits.
- In case of payment of
advance dividends/profits:
+ A copy of the
Resolution of the General Meeting of Shareholders/General Meeting of Investors
giving approval for the dividend/profit payment plan;
+ A copy of the Resolution of
the Board of Directors/fund’s representative board on advance dividend/profit
rates or amounts.
- In case of cash payment to
shareholders upon enterprise dissolution :
+ A copy of the Resolution of
the General Meeting of Shareholders on approval for the dissolution
decision/dissolution plan, which must include adequate contents as prescribed
by the Law on Enterprises and clearly specify the amounts paid to shareholders
and payment dates (in case of multiple payments);
+ A copy of the written
confirmation of fulfillment of tax obligations issued by the relevant tax
authority;
+ A copy of the Decision on
delisting/written notice of cancellation of trading registration issued by the
Stock Exchange (“SE”) (in case securities have been listed/registered for
trading);
+ A copy of the SSC’s Decision
on approval for a joint-stock company’s following of dissolution procedures as
prescribed in the Law on Enterprises and the Law on Securities (if a securities
company is dissolved).
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+ A copy of the Resolution of
General Meeting of Investors giving approval for the fund closure and the plan
for handling of assets and payment to fund certificate holders;
+ A copy of the Decision on
delisting/written notice of cancellation of trading registration issued by SE
(in case securities have been listed/registered for trading).
c) For the right to receive
stock dividends/shares issued to raise share capital from equity:
- A copy of SSC’s written
notice of receipt of adequate documents/reports on the bonus issue/issuance of
shares to raise share capital from equity, and the documents stated in this
notice (for a registered issuer that is a public company);
- A copy of the document, made
by a competent authority as prescribed by specialized laws, on the bonus
issue/issuance of shares to raise share capital from equity (if any);
- A copy of the Resolution of
the General Meeting of Shareholders/Board of Directors giving approval for the
plan for bonus issue/issuance of shares to raise share capital from equity and
the plan for handling of fractional share (if any) (if the registered issuer is
an equitized enterprise that is not a public company).
d) For the rights issue
(offer shares/fund certificates/corporate bonds/convertible bonds through a
rights issue for existing shareholders/investors):
- A copy of the Certificate of
public offering issued by SSC (in case of public offering of shares of a public
company/public offering of fund certificates/registered issuer’s public
offering of bonds);
- A copy of the Prospectus
approved by SSC (in case of public offering of shares of a public
company/public offering of fund certificates/registered issuer’s public
offering of bonds);
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- A copy of the Resolution of
the General Meeting of Shareholders/Board of Directors giving approval for the
issuance plan and plans for handling of unsubscribed and fractional securities
(if the registered issuer is an equitized enterprise that is not a public
company).
dd) For stock swap:
- Copies of the Resolution of
General Meeting of Shareholders of the target company and that of the acquiring
company (if the acquiring company is an operating company) giving approval for
the plans for stock swap, rounding, handling of fractional shares or those
shares which are not swapped;
- A copy of the Decision on
delisting/written notice of cancellation of trading registration issued by SE
(in case the shares to be swapped have been listed/registered for trading);
- A copy of the document, made
by a competent authority as prescribed by specialized laws, on the stock swap
(if any);
- A copy of the certificate of
registration of issuance of shares for stock swap issued by SSC (in case the
acquiring company is a public company).
e) For the registered
issuer’s repurchase of shares from existing shareholders:
- A copy of the SSC’s notice of
receipt of adequate documents concerning the share repurchase and the documents
stated in this notice (in case of share repurchase by a public company);
- A copy of the Resolution of
the General Meeting of Shareholders/Board of Directors giving approval for the plan
for repurchase of shares from existing shareholders (in case the registered
issuer is an equitized enterprise that is not a public company).
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A copy of the SSC’s notice of
receipt of adequate reports on use of treasury stocks for paying bonuses to existing
shareholders and the documents stated in this notice;
Copies of the documents
proving that treasury stocks used for paying bonuses to existing shareholders
have been purchased before the effective date of the Law on Securities No.
54/2019/QH14.
h) In case a registered
issuer partially refunds contributed capital to its existing shareholders to
reduce charter capital:
- A copy of the Resolution of
the General Meeting of Shareholders giving approval for the registered issuer’s
partial refund of contributed capital to its shareholders according to their
holdings to reduce charter capital, in which the capital refund plan must be
specified;
- A copy of a competent
authority’s document on reduction in charter capital (if any);
- A copy of the SSC’s document
reduction in the registered issuer’s charter capital (if any);
- A copy of the SE’s
notice of suspension of trading of related securities due to the registered
issuer’s partial refund of contributed capital to its existing shareholders to
reduce charter capital (in case the registered issuer’s securities have been
listed/registered for trading on SE).
i) For the registered
issuer’s repurchase of corporate bonds before maturity
- A copy of the Resolution of
the General Meeting of Shareholders/Resolution or Decision of the Board of
Directors/Decision of the Board of Members or the enterprise’s owner giving
approval for the bond repurchase plan, accompanied with such bond repurchase
plan (the competent authority that has given approval for the bond issuance
plan shall have the competence in giving approval for the bond repurchase
plan).
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- Copies of the Resolution of
the General Meeting of Shareholders/Decision of the Board of Members giving
approval for the plan for issuance of convertible bonds, accompanied with its
supporting documents; reports on convertible bond issuance results;
- A copy of the Resolution of
the General Meeting of Shareholders/Resolution of the Board of
Directors/Decision of the Board of Members giving approval for conversion of
convertible bonds, accompanied with the plan for issuance of additional shares
to serve such conversion (if any).
3. VSDC shall process the
notice of corporate actions within 01 business day from its receipt of the notice
according to the following provisions:
- If all documents included in
the notice of corporate actions submitted by the registered issuer are valid,
VSDC shall:
+ Prepare and send the Notice
of the record date and request for confirmation of list of securities holders
to the registered issuer and relevant SE;
+ Send operational message
MT564 - Notice of record date and request for confirmation of securities
holders to DMs.
VSDC shall publish information
on performance of corporate actions on its website (http://www.vsd.vn) in accordance with
regulations of law on disclosure of information on securities market.
- If the received documents are
considered invalid, VSDC shall provide the registered issuer with a written
notice indicating reasons for its refusal to give the Notice of the record date
and request for confirmation of list of securities holders.
4. DMs shall receive notices of
performance of corporate actions for securities holders through the ISO-message
based gateway and on VSDC's website, fully and exactly inform the record date
to relevant securities holders that are maintaining depository accounts with
them within 03 business days from the date on which VSDC sends the operational
message MT564 - Notice of the record date and request for confirmation of list
of securities holders to DMs through the ISO-message based gateway.
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1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
entitled to corporate actions (hereinafter referred to as “eligible deposited
securities holders”) and the operational message MT598 - Requesting DM to
confirm the List of eligible deposited securities holders.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the list
due to any false information or discrepancies in figures on number of allocated
rights, DM shall provide VSDC with a document stating such false information or
discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of securities holders granted
voting right (Form 08/THQ enclosed herewith) to the relevant registered issuer
through ICOSY.
4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date, send a written response stating reasons therefor to VSDC.
5. If the registered issuer
authorizes VSDC to send invitation letters or act as an agent in charge of
e-voting or perform other tasks related to the convening of the General Meeting
of Shareholders/General Meeting of Investors/meeting of corporate bondholders
or get written opinions from shareholders/investors/corporate bondholders, such
authorized tasks shall be performed according to the authorization contract
signed by and between VSDC and the registered issuer.
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1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
entitled to corporate actions (hereinafter referred to as “eligible deposited
securities holders”) and the operational message MT598 - Requesting DM to
confirm the List of eligible deposited securities holders.
Regarding the right to receive
payment of corporate bond principal, from the business day following the record
date, the relevant securities shall be monitored as “securities pending
deregistration” (i.e. no transaction involving these securities may be
conducted) until VSDC carries out deregistration of such securities on the
depository system.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business day
after the record date, VSDC shall send the List of securities holders receiving
cash dividends/profits, cash payments upon enterprise dissolution or cash
payments upon fund closure (Form 09/THQ enclosed herewith), or the List of
securities holders receiving payments of corporate bond principal and interest
(Form 03/THQ enclosed herewith) to the relevant registered issuer through
ICOSY.
4. If the registered issuer
does not accept the List or must directly make payments to securities holders
as prescribed by law, it shall, within 08 business days after the record date
and before 14:00 PM of the business day preceding the payment date, send a
written response stating reasons therefor and actions to be taken to VSDC.
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Based on the registered
issuer’s notice of late transfer of money or extension of the payment deadline,
or in case VSDC receives neither money nor notice from the registered issuer,
VSDC shall:
+ Send written notices of late
transfer of money or extension of the payment deadline to the registered issuer
and relevant SE;
+ Send the operational message
MT564 - Notice of change in the payment time to DMs, and publish information on
such late transfer of money or extension of payment deadline on VSDC’s website.
6. On the payment date (unless
the registered issuer neither transfers money nor sends notice of extension of
payment deadline to VSDC), VSDC shall transfer money to deposit accounts of
relevant DMs, and also send such DMs the operational message MT596, accompanied
with the data file containing the List of eligible deposited securities holders
in which any changes in information on allocated rights during the execution
time must be specified.
Within the same day when
receiving money from VSDC, the relevant DMs shall allocate money to deposited
securities holders whose names appear on the List of eligible deposited
securities holders.
7. The registered issuer shall
make cash payments directly to holders of non-deposited securities.
8. The registered issuer shall
assume responsibility for any losses or disputes arising from its late transfer
of money or change in the payment date.
Article
10. Exercising rights to receive stock dividends/fund certificate
profits/shares issued to raise share capital from equity
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
entitled to corporate actions (hereinafter referred to as “eligible deposited
securities holders”) and the operational message MT598 - Requesting DM to
confirm the List of eligible deposited securities holders.
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- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of securities holders receiving
stock dividends/fund certificate profits/shares issued to raise share capital
from equity (Form 15/THQ enclosed herewith) to the relevant registered issuer
through ICOSY.
4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date, send a written response stating reasons therefor to VSDC.
5. The registered issuer shall
submit an application for modification of information on quantity of
shares/fund certificates according to VSDC’s Rules on registration and transfer
of ownership of securities.
6. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
a) For deposited securities:
VSDC shall allocate securities to investors’ depository accounts at relevant
DMs, and send such DMs the operational message MT596, accompanied with the data
file containing the final List of deposited securities holders receiving stock
dividends/fund certificate profits/shares issued to raise share capital from
equity, in which any changes in information on allocated rights during the
execution time must be specified.
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7. The registered issuer shall
make payment for fractional shares/fund certificates (if any) to securities
holders.
Article
11. Rights issue
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
entitled to the rights issue (hereinafter referred to as “eligible deposited
securities holders”) and the operational message MT598 - Requesting DM to
confirm the List of eligible deposited securities holders.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of eligible deposited
securities holders (Form 08/THQ enclosed herewith) to the relevant registered
issuer through ICOSY.
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5. In case of changes in the
date of transfer of rights/date of subscription, the registered issuer shall
send VSDC a written notice thereof at least 02 business days before such a date
to be changed. Based on the registered issuer’s notice of change in the date of
transfer of rights/date of subscription, VSDC shall:
+ send written notice of such
change in the date of transfer of rights or the date of subscription to the
registered issuer and the relevant SE;
+ Send the operational message
MT564 - Notice of change in the date of transfer of rights/date of subscription
to DMs, and publish information on transfer of rights/subscription date on
VSDC’s website.
6. At least 02 business days
before the planned date of transfer of rights, DMs shall provide holders of
deposited securities with adequate information concerning the rights issue and
their eligibility therefor (information on the rights issue, date of transfer
of rights, and subscription date and price), and the registered issuer shall
send Notice of the rights issue to holders of non-deposited securities.
7. Transfer of rights to buy
deposited securities
a) On the date of transfer of
rights, the depository system shall allocate rights to buy securities to
investors’ depository accounts at relevant DMs, and also send such DMs the
operational message MT596, accompanied with the data file containing the List
of eligible deposited securities holders, in which any changes in information
on allocated rights during the execution time must be specified.
b) Regarding an application for
transfer of rights, DM where the transferor’s depository account is opened
shall:
- Check and certify the
validity of information on the transferor, rights transferred, and compliance
with regulations on information disclosure, and ensure that purposes of the
rights transfer are conformable with relevant laws before applying for rights
transfer as prescribed herein;
+ Deduct and pay taxes to tax
authorities on behalf of the investor in accordance with regulations of tax
laws (if any).
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c) VSDC shall consider
confirming the transfer of rights to buy deposited securities between
investors;
d) DMs shall send investors’
request for rights transfer to VSDC by sending operational messages on the depository
system from 08:00 AM to 15:00 PM on business days. To be specific:
+ Operational message MT542 or
MT540 - Request for transfer/receipt of transfer of rights to buy securities
(in case such transfer is carried out between investors whose depository
accounts are opened at the same DM;
+ Operational message MT542 -
Request for transfer of rights to buy securities which is sent by DM where the
transferor’s depository account is opened, and operational message MT540 -
Request for receipt of transfer of rights to buy securities which is sent by DM
where the transferee’s depository account is opened (in case such transfer is
carried out between investors whose depository accounts are opened at different
DMs);
dd) In case operational messages
are valid, and the information on securities holder on the operational message
received from DM where the transferor’s depository account is opened matches
that on the operational message received from DM where the transferee’s
depository account is opened and that on the depository system, VSDC shall make
confirmation of the rights transfer on the depository system within the same
day on which it receives operational messages from relevant DMs, and send the
operational message MT544 - Notice of increase in rights to buy securities, and
the operational message MT546 - Notice of reduction in rights to buy securities
to relevant DMs.
e) In case operational messages
are invalid or the information on securities holder on the operational message
received from DM where the transferor’s depository account is opened does not
match that on the operational message received from DM where the transferee’s
depository account is opened and that on the depository system, VSDC shall not
make confirmation of the rights transfer, and the depository system shall
automatically reject these operational messages and send the operational
message MT596 to notify such rejection to relevant DMs upon the end of the
trading date on the system.
8. With regard to non-deposited
securities, registered issuers shall directly carry out procedures for transfer
of rights and subscription for securities.
9. Securities holders that do
not transfer their rights to buy securities shall subscribe for securities
according to notices of registered issuers and VSDC.
10. Subscription for deposited
securities
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b) In case the payment for
subscribed securities is paid in installments as decided by the registered
issuer, each installment shall be made following the same procedures as
mentioned above. After each installment, DMs shall send subscription
forms (Form 11/THQ enclosed herewith) to VSDC and make payment for subscribed
securities to the deposit account notified by VSDC.
11. Within 07 business days
after the subscription deadline, VSDC shall:
- Send the operational message
MT567 - Confirmation of subscription by investors to relevant DMs;
- Send the list of subscribers
(Form 12/THQ enclosed herewith) to the registered issuer through ICOSY and
transfer total amount paid for subscribed securities to the escrow account
notified by the registered issuer.
12. Within 12 business days
after the subscription deadline, the registered issuer shall send a notice of
confirmation of the list of subscribers (Form 13/THQ enclosed herewith) to
VSDC. If the registered issuer does not accept the List, it must send a
written response stating reasons therefor to VSDC.
13. In case subscribed
securities are registered at VSDC, the registered issuer shall submit an
application for modification of information on quantity of registered
securities according to VSDC’s Rules on registration and transfer of ownership
of securities.
14. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
a) For deposited securities:
VSDC shall allocate additionally issued securities to investors’ depository
accounts at relevant DMs, and send such DMs the operational message MT596,
accompanied with the data file containing the List of subscribers.
b) For non-deposited
securities: The registered issuer shall issue securities ownership certificates/books
to their holders.
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1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
applying for stock swap and the operational message MT598 - Requesting DM to
confirm the List of deposited securities holders applying for stock swap.
From the business day following
the record date, the relevant securities shall be monitored as “securities
pending deregistration” (i.e. no transaction involving these securities may be
conducted) until VSDC carries out deregistration of such securities on the
depository system.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of securities holders applying
for stock swap (Form 15/THQ enclosed herewith) to the relevant registered
issuer that has shares to be swapped through ICOSY.
4. If the registered issuer
that has shares to be swapped does not accept the List, it shall, within 08
business days after the record date, send a written response stating reasons
therefor to VSDC.
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6. In case shares additionally
issued for swapping are centrally registered at VSDC, the registered issuer
shall submit an application for modification of information on quantity of
registered securities according to VSDC’s Rules on registration and transfer of
ownership of securities.
7. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
a) For deposited securities: VSDC
shall record an increase in securities purchased in the stock swap and a
corresponding decrease in securities sold out in the stock swap on the
investors’ depository accounts at DMs, and send such relevant DMs the
operational message MT596, accompanied with the data file containing the List
of deposited securities holders applying for stock swap.
b) For non-deposited
securities: The registered issuer that issues shares for swapping shall issue
securities ownership certificates/books to holders of non-deposited securities.
8. The registered issuer shall
make payments of fractional shares (if any) directly to holders.
Article
13. Registered issuer’s repurchase of shares from existing shareholders
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
entitled to sell shares to the registered issuer and the operational message
MT598 - Requesting DM to confirm the List of deposited securities holders
entitled to sell shares to the registered issuer.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
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- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of deposited securities holders
entitled to sell shares to the registered issuer (Form 10/THQ enclosed
herewith) to the relevant registered issuer through ICOSY.
4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date but at least 02 business days before the date of application for sale of
shares, send a written response stating reasons therefor to VSDC.
5. Procedures for transfer of
ownership of securities and payments between relevant parties shall be followed
according to VSDC’s Rules on registration and transfer of ownership of
securities.
Article
14. Payment of bonuses to existing shareholders using treasury stocks
(purchased before the effective date of the Law on Securities No. 54/2019/QH14)
by registered issuer that is a public company
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied with the data file containing List of deposited securities holders
receiving treasury stocks and the operational message MT598 - Requesting DM to
confirm the List of deposited securities holders receiving treasury stocks.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
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- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
- Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of deposited securities holders
receiving treasury stocks (Form 15/THQ enclosed herewith) to the relevant
registered issuer through ICOSY.
4. If the registered issuer does
not accept the List, it shall, within 08 business days after the record date,
send a written response stating reasons therefor to VSDC.
5. The registered issuer shall
submit an application for transfer of ownership of treasury stocks to its
existing shareholders in accordance with VSDC’s Rules on registration and
transfer of ownership of securities.
Article
15. Registered issuer’s partial refund of contributed capital to its existing
shareholders to reduce charter capital
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied the data file containing List of deposited securities holders
receiving contributed capital partially refunded by the registered issuer for
capital reduction (hereinafter referred to as “eligible deposited securities
holders”) and the operational message MT598 - Requesting DM to confirm the List
of eligible deposited securities holders.
2. DMs shall:
- Check and compare information
about securities holders on the List provided by VSDC with the relevant
information under their management.
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- If DM does not accept the list
due to any false information or discrepancies in figures on number of allocated
rights, DM shall provide VSDC with a document stating such false information or
discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
securities holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of deposited securities holders
receiving partial refund of contributed capital (Form 07/THQ enclosed herewith)
to the relevant registered issuer through ICOSY.
4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date, send a written response stating reasons therefor to VSDC.
5. No later than 14:00 PM of
the business day preceding the payment date, the relevant registered issuer
must transfer the full amount of money used for making payments to deposited
securities holders to the deposit account notified by VSDC or send a written
notice stating reasons for late transfer of money or extension of the payment
deadline to VSDC, and shall assume responsibility for any losses and/or
disputes arising from such late transfer of money or extension of payment
deadline.
Based on the registered
issuer’s notice, or in case VSDC receives neither money nor notice from the
registered issuer, VSDC shall:
+ Send written notices of late
transfer of money or extension of the payment deadline to the registered issuer
and relevant SE;
+ Send the operational message
MT564 - Notice of change in the payment time to DMs, and publish information on
such late transfer of money or extension of payment deadline on VSDC’s website.
6. On the payment date (unless
the registered issuer neither transfers money nor sends notice of extension of
payment deadline to VSDC), VSDC shall transfer money for making payments to
deposited securities holders to deposit accounts of relevant DMs.
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7. The registered issuer shall
make cash payments directly to holders of non-deposited securities.
8. Deregistration of securities
due to the registered issuer’s reduction in its charter capital by means of
partial refund of contributed capital to its existing shareholders shall be
carried out according to VSDC’s Rules on registration and transfer of ownership
of securities.
Article
16. Registered issuer’s right to repurchase corporate bonds before maturity;
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is accompanied
the data file containing List of deposited bond holders entitled to resell
bonds to the registered issuer and the operational message MT598 - Requesting
DM to confirm the List of deposited securities holders entitled to resell bonds
to the registered issuer.
2. DMs shall:
- Check and compare information
about bondholders on the List provided by VSDC with the relevant information
under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
bond holders, to the DM.
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4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date but at least 02 business days before the date of application for resale of
bonds, send a written response stating reasons therefor to VSDC.
5. In case of changes in the
date of application for resale of bonds, the registered issuer shall send VSDC
a written notice thereof at least 02 business days before such a date to be
changed.
6. At least 02 business days
before the date of application for resale of bonds, DMs shall provide deposited
bond holders with adequate information concerning the corporate action and
their eligibility therefor. The registered issuer shall send Notice of rights
to resell bonds to non-deposited bond holders.
7. Application for resale of
deposited bonds:
- Bonds to be resold shall be
monitored as “bonds pending deregistration” (i.e. transaction involving these
bonds may be conducted) until VSDC carries out deregistration of such bonds on
the depository system.
- Within 02 business dates
after the deadline for application for resale of bonds, DMs shall send the
operational message MT565 - Application for resale of bonds, application form
for resale of bonds (Form No. 18/THQ enclosed herewith).
8. Within 07 business days
after the deadline for application for resale of bonds as notified by the
registered issuer, VSDC shall:
- Send the operational message
MT567 - Confirmation of investors’ application for resale of bonds to relevant
DMs;
- Send the List of investors
applying for resale of deposited bonds (Form No. 20/THQ enclosed herewith) to the
registered issuer through ICOSY.
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9. Making cash payment for
repurchased bonds
- No later than 14:00 PM of the
business day preceding the payment date, the relevant registered issuer must
transfer the full amount of money used for making payments to deposited bond
holders applying for resale of bonds to the deposit account notified by VSDC or
send a written notice stating reasons for late transfer of money or extension
of the payment deadline to VSDC, and shall assume responsibility for any losses
and/or disputes arising from such late transfer of money or extension of
payment deadline. Based on the registered issuer’s notice, or in case VSDC does
not receive any notice from the registered issuer, VSDC shall send the
registered issuer and relevant SE notices of late transfer of money or
extension of the payment deadline, and also publish information on such late
transfer of money or extension of payment deadline on VSDC’s website.
- On the payment date (unless
the registered issuer neither transfers money nor sends notice of extension of
payment deadline to VSDC), VSDC shall transfer money used for making payments
to deposited bond holders to deposit accounts of relevant DMs, and also send
such DMs the operational message MT596, accompanied with the data file
containing the List of deposited bond holders applying for resale of bonds.
10. Deregistration of bonds
shall be carried out according to VSDC’s Rules on registration and transfer of
ownership of securities. The effective date of deregistration of bonds matches
the date on which payments for repurchased bonds are made to investors.
Article
17. Rights to carry out one-time conversion of convertible bonds into shares at
maturity
1. Within 01 business day after
the record date, VSDC shall send DMs the operational message MT596 which is
accompanied the data file containing List of deposited convertible bond holders
entitled to share allocation and the operational message MT598 - Requesting DM
to confirm the List of deposited convertible bond holders entitled to share
allocation.
From the business day following
the record date, convertible bonds shall be monitored as “bonds pending
deregistration” (i.e. no transaction involving these bonds may be conducted)
until VSDC carries out deregistration of such convertible bonds on the
depository system.
2. DMs shall:
- Check and compare information
about holders of convertible bonds on the List provided by VSDC with the
relevant information under their management.
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- If DM does not accept the
list due to any false information or discrepancies in figures on number of
allocated rights, DM shall provide VSDC with a document stating such false
information or discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of eligible deposited
bond holders, to the DM.
3. Within 02 business days
after the record date, VSDC shall send the List of deposited convertible bond
holders entitled to share allocation (Form 14/THQ enclosed herewith) to the
relevant registered issuer through ICOSY.
4. If the registered issuer
does not accept the List, it shall, within 08 business days after the record
date, send a written response stating reasons therefor to VSDC.
5. Deregistration of
convertible bonds shall be carried out according to VSDC’s Rules on
registration and transfer of ownership of securities. The effective date of
deregistration of convertible bonds matches that of modification of information
on increase in the quantity of shares in respect of number of shares received
from conversion (in case these shares have been registered at VSDC).
6. In case shares additionally
issued for conversion are centrally registered at VSDC, the registered issuer
shall submit an application for modification of information on quantity of
registered securities according to VSDC’s Rules on registration and transfer of
ownership of securities.
7. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
- For deposited bonds: VSDC
shall record an increase in securities received from conversion on the
investors’ depository accounts at DMs, and send such relevant DMs the
operational message MT596, accompanied with the data file containing the List
of deposited convertible bond holders entitled to share allocation.
- For non-deposited bonds: The
registered issuer that issues shares for conversion shall issue shares
ownership certificates/books to holders of non-deposited securities.
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Article
18. Rights to convert convertible bonds in case holders of convertible bonds
can either convert bonds into shares or receive cash at maturity
1. In case the conversion of
convertible bonds is made through VSDC:
1.1 Within 01 business day
after the record date, VSDC shall send DMs the operational message MT596 which
is accompanied the data file containing List of deposited convertible bond
holders entitled to the bond conversion.
1.2 DMs shall:
- Check and compare information
about holders of convertible bonds on the List provided by VSDC with the relevant
information under their management.
- Send confirmation using the
operational message MT595 by 10:30 AM of the second business day after the
record date.
- If DM does not accept the list
due to any false information or discrepancies in figures on number of allocated
rights, DM shall provide VSDC with a document stating such false information or
discrepancies and cooperate with VSDC in making modifications.
Immediately after necessary
modifications are made, VSDC shall send another operational message MT596,
accompanied with a data file containing the modified List of deposited
convertible bond holders entitled to the bond conversion, to the DM.
1.3. Within 02 business days
after the record date, VSDC shall send the List of deposited convertible bond
holders entitled to the bond conversion (Form 08/THQ enclosed herewith) to the
relevant registered issuer through ICOSY.
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1.5. In case of changes in the
date of application for bond conversion, the registered issuer shall send VSDC
a written notice thereof at least 02 business days before such a date to be
changed.
1.6. At least 02 business days
before the date of application for bond conversion, DMs shall provide deposited
bond holders with adequate information concerning the right to convert bonds
and their eligibility therefor. The registered issuer shall send Notice of
right to convert bonds to non-deposited bond holders.
1.7. Application for conversion
of deposited bonds:
- Bonds to be converted into
shares shall be monitored as “bonds pending deregistration” (i.e. transaction
involving these bonds may be conducted) until VSDC carries out deregistration
of such bonds on the depository system.
- Within 02 business dates
after the deadline for application for bond conversion, DMs shall send the
operational message MT565 - Application for bond conversion, application form
for bond conversion (Form No. 16/THQ enclosed herewith).
1.8. Within 07 business days
after the deadline for application for bond conversion as notified by the
registered issuer, VSDC shall:
- Send the operational
message MT567 - Confirmation of bond conversion by investors to relevant DMs;
- Send the List of convertible
bond holders applying for bond conversion (for deposited bonds) (Form No.
19/THQ enclosed herewith) to the registered issuer through ICOSY. If the
registered issuer does not accept the List, it must send a written response
stating reasons therefor to VSDC.
1.9. Deregistration of
convertible bonds shall be carried out according to VSDC’s Rules on
registration and transfer of ownership of securities. The effective date of
deregistration of convertible bonds matches that of modification of information
on increase in the quantity of shares in respect of number of shares received
from conversion (in case these shares have been registered at VSDC) or the
payment date (in case convertible bond holders wish to receive cash).
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- No later than 14:00 PM of the
business day preceding the payment date, the relevant registered issuer must
transfer the full amount of money used for making payments to deposited
convertible bond holders applying for conversion of bonds into cash to the
deposit account notified by VSDC or send a written notice stating reasons for
late transfer of money or extension of the payment deadline to VSDC, and shall
assume responsibility for any losses and/or disputes arising from such late
transfer of money or extension of payment deadline. Based on the registered issuer’s
notice, or in case VSDC does not receive any notice from the registered issuer,
VSDC shall send the registered issuer and relevant SE notices of late transfer
of money or extension of the payment deadline, and also publish information on
such late transfer of money or extension of payment deadline on VSDC’s website.
- On the payment date (unless
the registered issuer neither transfers money nor sends notice of extension of
payment deadline to VSDC), VSDC shall transfer money used for making payments to
deposited bond holders to deposit accounts of relevant DMs, and also send such
DMs the operational message MT596, accompanied with the data file containing
the List of deposited bond holders applying for conversion of bonds into cash.
1.11. In case shares
additionally issued for conversion are centrally registered at VSDC, the
registered issuer shall submit an application for modification of information
on quantity of registered securities according to VSDC’s Rules on registration
and transfer of ownership of securities.
1.12. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
- For deposited bonds: VSDC
shall record an increase in securities received from conversion on the
investors’ depository accounts at DMs, and send such relevant DMs the
operational message MT596, accompanied with the data file containing the List
of deposited convertible bond holders entitled to share allocation.
- For non-deposited bonds: The
registered issuer that issues shares for conversion shall issue shares
ownership certificates/books to holders of non-deposited securities.
1.13. The registered issuer
shall make payment for fractional shares (if any) directly to holders.
2. In case of registered
issuer’s application for bond conversion:
2.1. The conversion of
convertible bonds in this case shall follow the guidelines in Section 1.1
through Section 1.6 Clause 1 of this Article.
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2.3. The allocation of shares
converted from convertible bonds and deregistration of convertible bonds shall
comply with the provisions of Sections 1.9, 1.11 and 1.12 Clause 1 of this
Article.
Article
19. Rights to convert convertible bonds which may be converted into shares at
certain times
1. The conversion of
convertible bonds in this case shall follow the guidelines in Section 1.1
through Section 1.6 Clause 1 of Article 18.
2. Application for conversion
of deposited bonds:
- Bonds to be converted into
shares shall be monitored as “bonds pending deregistration” (i.e. transaction involving
these bonds may be conducted) until VSDC carries out deregistration of such
bonds on the depository system.
- Within 02 business dates
after the deadline for application for bond conversion, DMs shall send the
operational message MT565 - Application for bond conversion, application form
for bond conversion (Form No. 17/THQ enclosed herewith).
- DMs shall send VSDC written
notices of the case where there is no investor applying for bond conversion;
- Regarding non-deposited
convertible bonds, the registered issuer shall receive and keep bond ownership
certificates/books of bondholders for completing conversion procedures.
3. Within 07 business days
after the deadline for application for bond conversion as notified by the
registered issuer, VSDC shall:
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- Send the List of convertible
bond holders applying for bond conversion (for deposited bonds) (Form No.
19/THQ enclosed herewith) to the registered issuer through ICOSY. If the
registered issuer does not accept the List, it must send a written response
stating reasons therefor to VSDC.
4. Deregistration of
convertible bonds shall be carried out according to VSDC’s Rules on
registration and transfer of ownership of securities. The effective date of
deregistration of convertible bonds matches that of modification of information
on increase in the quantity of shares in respect of number of shares received
from conversion (in case these shares have been registered at VSDC).
5. In case shares additionally
issued for conversion are centrally registered at VSDC, the registered issuer
shall submit an application for modification of information on quantity of
registered securities according to VSDC’s Rules on registration and transfer of
ownership of securities.
6. On the day on which VSDC
gives a notice of modification of information on quantity of securities
registered at VSDC, the quantity of securities additionally issued shall be
allocated as follows:
- For deposited bonds: VSDC
shall record an increase in securities received from conversion on the
investors’ depository accounts at DMs, and send such relevant DMs the
operational message MT596, accompanied with the data file containing the List
of deposited convertible bond holders entitled to share allocation.
- For non-deposited bonds: The
registered issuer that issues shares for conversion shall issue shares
ownership certificates/books to holders of non-deposited securities.
7. The registered issuer shall
make payment for fractional shares (if any) directly to holders.
Chapter
IV
IMPLEMENTATION
ORGANIZATION
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VSDC shall supervise DMs
complying with regulations on confirmation of lists of deposited securities
holders laid down herein. VSDC shall take actions against DMs that are found to
have committed violations in accordance with VSDC’s Rules for depository
members.
Article
21. Implementation
1. If any legislative
documents, VSDC’s rules or regulations referred to in this document are amended
or superseded, the new ones shall apply.
2. Difficulties that arise
during the implementation of this document should be reported to VSDC for
consideration and guidance.
3. Any amendments to this
document shall be decided by VSDC’s Board of Directors after obtaining approval
from SSC.