Vietnam: What are the conditions for public offering of securities by strictly controlled credit institutions?
What are the conditions for public offering of securities by strictly controlled credit institutions in Vietnam?
Pursuant to the provisions of Article 39 of Decree 155/2020/ND-CP, strictly controlled credit institutions must satisfy the following requirements to offer its shares publicly:
+ The contributed charter capital is at least 30 billion VND on the offering date according to the accounting books;
+ There is a plan for issuance, use and repayment of the capital generated by the offering ratified by the General Meeting of Shareholders, Board of Directors, the Board of members or the company president;
+ The issuer has a commitment to fulfill its obligations to the investors in terms of conditions for issuance, payment, assurance of the lawful rights and interests of investors and other conditions;
+ The offering is consulted by a securities company, unless the issuer is already a securities company;
+ The issuer is not undergoing criminal prosecution and does not have any unspent conviction for economic crimes;
+ The issuer has a credit rating if required by the Government;
+ The issuer has an escrow account to receive payments for the offered bonds;
+ The issuer has a commitment to have its shares listed on the securities trading system after the end of the offering.
+ There is a plan for restructuring of the strictly controlled credit institution approved by a competent authority.
+ SBV permits the increase in charter capital in accordance with regulations of law on credit institutions.
What are the conditions for public offering of securities by strictly controlled credit institutions in Vietnam?
What are the procedures for public offering of securities by strictly controlled credit institutions in Vietnam?
Pursuant to the provisions of Article 41 of Decree 155/2020/ND-CP, strictly controlled credit institutions must go through the following procedures to offer its shares publicly:
- The issuer/the offering shareholder shall submit the application for public securities offering to SSC.
- The issuer/the offering shareholder shall revise and supplement the application in accordance with Article 22 of the Law on Securities 2019 and regulations of Decree 155/2020/ND-CP.
- Within 07 working days from the receipt of the notification from SSC requesting completion of the procedures or issuance of the certificate of registration of public securities offering, the issuer/the offering shareholder shall send SSC 06 copies of the official prospectus.
- SSC shall decide whether to grant the certificate of registration of public securities offering or reject the application as prescribed in Article 25 of the Law on Securities 2019.
- Within 07 working days from the issuance of the certificate of registration of public securities offering, the issuer/the offering shareholder shall disclose publish the issuance notice on 01 online newspapers or 03 consecutive issues of a printed newspaper according to Clause 3 Article 25 of the Law on Securities 2019 and disclose it on the websites of the issuer/the offering shareholder that is an organization (if any) and SSC. The official prospectus shall be published on the websites of the issuer/the offering shareholder that is an organization (if any) and SSC.
- The issuer/the offering shareholder shall distribute the securities in accordance with Article 26 of the Law on Securities 2019.
- Within 10 days from the end of the offering, the issuer or the underwriter, the offering shareholder shall send the report on the amount obtained from offering enclosed with confirmation of the bank or FBB where the escrow account is opened to SSC as prescribed in Clause 5 Article 26 of the Law on Securities 2019 and disclose this information on the websites of the issuer/the offering shareholder that is an organization (if any) and SSC.
- Within 03 working days from the receipt of the satisfactory report, SSC shall:
+ Send a written notification to the issuer/the offering shareholder of the receipt of the report or issue the decision to cancel the offering in the cases specified in Point b, Point c Clause 1 Article 28 of the Law on Securities 2019; such a notification shall also be sent to the Stock Exchange and VSDCC;
+ Publish information about the receipt of the report or the decision on cancellation of the offering on the website of SSC.
- After receiving the notification from SSC, the issuer/offering shareholder may request unfreezing of the amount obtained from the offering.
Vietnam: What are bonds?
Pursuant to the provisions of Clause 3, Article 4 of the Law on Securities 2019, bonds are securities that certify their holders’ lawful rights and interests to part of the debt of the issuer.
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