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New procedures for unlisted public firms

Update: March, 04/2015 - 08:26

The Ministry of Finance (MoF) issued Circular No 01/2015/TT-BTC ( January 5, 2015) guiding procedures for unlisted public companies and delisted public companies to register to trade securities on the Stock Exchange. For clarity, the unlisted public-companies securities trading market (Upcom) is the securities trading market of public companies that are unlisted or have been delisted, but remain public companies. Registration is for trading on the Upcom market.

Companies eligible to register for trading

Companies eligible to register for trading consist of:

1. Public companies having securities registered for depository at Vietnam Securities Depository Centre (SDC) which are unlisted or have been delisted but are permitted to register for Upcom trading.

2. Public companies making public offer of securities on or after July 1, 2011, which are unlisted or do not fully meet requirements of listing. These companies must register for Upcom trading within one year after completion of an offer tranche passed by the general meeting of shareholders.

3. Listed companies making public offer of securities on or after July 1, 2011, and then are delisted, but remain public companies. These companies must register for trading within 30 days after delisting.

4. Public companies converted from 100 per cent State-owned enterprises on or after November 1, 2014. These companies must register as public companies with the State Securities Commission (SSC), register for depository with SDC, and register for trading within 90 days after issuance of enterprise registration certificate.

5. Public companies converted from 100 per cent State-owned enterprises before November 1, 2014, and unlisted. The State owner's representative must instruct the company to complete registration as public company, registration of securities depository and registration for trading within one year after November 1, 2014.

Registration for trading

1. Unlisted public companies must submit an application file for registration for trading on Ha Noi Stock Exchange (HNX). Within five business days after receipt of complete and valid application file, HNX must approve of registration for trading.

2. Listed public companies must submit the application file for registration for trading on HNX. Within three business days after receipt of complete and valid application file, HNX must approve of registration for trading.

3. HNX is responsible for issuing specific rules on registration for trading after receiving SSC approval.

Change in the registration for trading

1. The registration for trading must be changed in the following cases:

(1) The registered trading organisation conducts a share split or share consolidation, issues additional shares to pay dividends or bonus shares, or offers share options to current shareholders to increase charter capital;

(2) The registered trading organisation is split or receives a merger;

(3) The number of securities registered for trading on the Stock Exchange changes.

2. Procedures for changing the registration for trading. Within five business days after the SDC's issuance of amended securities registration certificate, the registered trading organisation must submit HNX the application file for change of its registration. Within 05 business days after receipt of complete and valid application file, HNX must approve the change of the registration for trading.

3. HNX is responsible for issuing specific rules on changing registration for trading after receiving SSC approval.

Cancellation of registration for trading

Registration for trading securities must be cancelled once:

1. The registered trading organisation no longer meets requirements to qualify as a public company under SSC notice of cancellation of its registration as a public company.

2. The registered trading organisation terminates its operations as result of merger, consolidation, division, dissolution or bankruptcy.

3. The registered trading organisation's registration certificate or licence for establishment and operation in specialised sector is revoked.

4. The registered trading organisation is approved for listing on the Stock Exchange.

5. HNX considers a necessity to protect investors' interests upon SSC approval.

Implementation. HNX organises and manages the Upcom market under the rules approved by the SSC.

The Circular takes effect on March 1, 2015, and repeals MoF Decision No108/2008/QD-BTC (November 20, 2008), MoF Circular No 128/2009/TT-BTC (June 23, 2009) and MoF Circular No 95/2010/TT-BTC (June 30, 2010).

MAI COUNSEL



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