What are the latest regulations on listing and registration of securities in Vietnam?
What are the latest regulations on listing and registration of securities in Vietnam?
Currently, there is no information about the issuance of new legislative documents to replace the current Securities Law. Therefore, Securities Law 2019 and documents guiding Securities Law 2019 are still currently applied in Vietnam.
Accordingly, the latest regulations on listing and registration of securities in Vietnam in 2023 are specified in Article 48 of the Law on Securities 2019 as follows:
Listing and registration of securities
1. Publicly offered securities, shares of public companies, closed-end fund certificates, ETF certificates, secured warrants, futures contracts and options approved by SSC shall be listed or registered on the securities trading system.
2. Debt instruments of the Government, Government-backed bonds and municipal bonds shall be listed on the securities trading system at the request of the issuers or authorized issues as prescribed by law.
3. The issuer shall submit an application for listing or registration and assume responsibility for the truthfulness and adequacy of the application. The counseling organization, the audit organization, the person who signs the audit report and any organization or individual that certifies the application shall bear legal responsibility for performance of their tasks.
4. The Government shall specify other kinds of securities that have to be listed or registered; classification of listed securities; conditions for listing securities; documents and procedures for listing and registering securities; change cancellation of listing and registration of securities by Vietnamese and foreign issuers; overseas listing of securities of Vietnamese issuers.
Accordingly:
- Publicly offered securities, shares of public companies, closed-end fund certificates, ETF certificates, secured warrants, futures contracts and options approved by SSC shall be listed or registered on the securities trading system.
- Debt instruments of the Government, Government-backed bonds and municipal bonds shall be listed on the securities trading system at the request of the issuers or authorized issues as prescribed by law.
What are the conditions for listing shares in Vietnam?
According to the provisions of Article 109 of Decree 155/2020/ND-CP on the conditions for listing shares in Vietnam as follows:
- Conditions for listing shares
+ It is a joint stock company whose contributed charter capital at the time of listing application is at least 30 billion VND according to the latest audited financial statement and its net worth is at least 30 billion VND according to weighted mean of buying price of shares in the latest public offering as prescribed by this Decree, or the average reference price of shares traded on UPCOM over the last 30 sessions before the application is submitted or the weighted mean of buying price in the first offering of the equitized enterprise.
+ The GMS has approved the listed; shares have been traded on UPCOM for at least 02 years unless the applicant has made public securities offering or equitized;
+ ROE of the year preceding the application year shall be at least 5% and the business performance of 02 years preceding the application year is profitable; there are no debts that have been overdue for more than 01 year up to the application date; there is not accumulated loss according to the latest audited annual financial statement or examined mid-year financial statement in case the application is submitted after ending date of the period covered by the mid-year financial statement;
+ Unless the enterprise is equitized, the applying organization shall have at least 15% of voting shares being held by at least 100 shareholders other than major shareholders; in case the organization’s charter capital is at 1000 billion VND or over, the ratio shall be 10%;
+ Shareholders that are individuals, organizations represented by President of the Board of Directors, members of the Board of Directors, Chief Controller, Controllers, General Director/Director, Deputy Director/Deputy General Director, chief accountant, Financial Director and people holding equivalent managerial positions shall have commitment to keep holding 100% of the shares they are holding for 06 months from the first trading date of on the Stock Exchange and 50% of these shares for the next 06 months, not including the state-owned shares owned by these individuals;
+ The company and its legal representative have not face penalties for 02 years before the application date for the violations specified in Article 12 of the Law on Securities;
+ There is a securities company that provides listing advisory services, unless the applying organization is a securities company.
- The classification, arrangement of shares shall comply with listing regulations of VNX, including: charter capital, net worth, operating period, financial status, ratio of shareholders other than major shareholders, company administration.
What are the procedures for listing registration in Vietnam?
Pursuant to Article 111 of Decree 155/2020/ND-CP on procedures for listing registration as follows:
- Within 30 working days from the receipt of the satisfactory application, the Stock Exchange shall issue a decision to approve the listing, or issue a written rejection and provide explanation.
- Within 90 days from the day on which listing is approved, the applying organization shall put its securities into trading.
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