What are the conditions for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
- What are the conditions for registration of assistance in overseas issuance of depositary receipts representing shares outstanding in Vietnam?
- What is included in the application for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
- What are the procedures for issuance of new shares as the basis for overseas offering of DRs and registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
What are the conditions for registration of assistance in overseas issuance of depositary receipts representing shares outstanding in Vietnam?
According to the provisions of Article 75 of Decree No. 155/2020/ND-CP, a securities issuer must meet the following conditions in order to be entitled to overseas issuance of depositary receipts (DRs) representing shares outstanding in Vietnam:
Conditions for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam
1. The overseas issuance of DRs representing shares outstanding in Vietnam is conformable with regulations of law on foreign ownership ratio.
2. The General Meeting of Shareholders of the underlying securities issuer has approved the assistance in overseas issuance of DRs representing shares outstanding.
3. The conditions specified in Clauses 1, 9, 10, 11 Article 73 of this Decree are satisfied.
According to the above regulations, a securities issuer must have a number of outstanding shares in Vietnam, which must meet the regulations on foreign ownership ratio and be approved by the General Meeting of Shareholders of the underlying securities issuer and regulations on conditions for issuing new shares as the basis for offering depositary receipts in foreign countries.
What are the conditions for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
What is included in the application for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
According to the provisions of Article 76 of Decree No. 155/2020/ND-CP, in order to register for assistance in overseas issuance of DRs representing shares outstanding in Vietnam, the issuer needs to prepare the following types of documents:
- The application form No. 21 in the Appendix hereof.
- The information disclosure sheet form No. 22 in the Appendix hereof.
- The decision of the issuer’s General Meeting of Shareholders to approve the assistance in overseas issuance of DRs representing shares outstanding in Vietnam.
- The documents specified in Clauses 6, 7, 8, 9 Article 74 of this Decree.
Thus, the application for registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam include the documents as prescribed above and attached:
- The scheme for overseas issuance of DRs.
- Legal opinions of international legal counseling company that the scheme for overseas issuance of DRs is conformable with regulations of law of the host country.
- The contract for assistance in issuance of DRs.
- The depository contract.
What are the procedures for issuance of new shares as the basis for overseas offering of DRs and registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam?
According to the provisions of Article 78 of Decree No. 155/2020/ND-CP, the issuance of new shares as the basis for overseas offering of DRs and registration of assistance in overseas issuance of DRs representing shares outstanding in Vietnam is carried out based on the following procedures:
- The issuer shall send the application for issuance of new shares as the basis for overseas offering of DRs and registration of assistance in overseas issuance of DRs representing shares outstanding as prescribed in Article 74, Article 76 of this Decree to State Securities Commission.
- Within 30 working days from the receipt of the satisfactory application, State Securities Commission shall issue the certificate of registration of issuance of new shares as the basis for overseas offering of DRs or approval for assistance in overseas issuance of DRs representing shares outstanding to the issuer make an announcement on the State Securities Commission’s website; or issue a written rejection and provide explanation.
- Within 07 working days from the day on which State Securities Commission issues the certificate or approval, the issuer shall make an announcement on the website of the issuer and the Stock Exchange.
- In case of issuance of new shares as the basis for overseas offering of DRs, the distribution must be completed within 90 days from the effective date of the certificate of registration. If the issuer fails to complete the distribution of shares within this time limit, State Securities Commission will consider extending the time limit for up to 30 more days on the basis of the issuer’s request.
- Within 30 days from the end of the issuance of DRs, the underlying share issuer shall send the report on result of the issuance to enclosed with confirmation of the bank or foreign bank branch where the escrow account is opened and the issuer’s confirmation of the issuance result to State Securities Commission; disclose this information on the websites of the issuer and the Stock Exchange.
- Within 03 working days from the receipt of the satisfactory report, State Securities Commission shall:
+ Send a written notification to the issuer of the receipt the report or issue the decision to cancel the issuance in case the capital raised is not sufficient to execute the project as prescribed in Point d Clause 2 Article 15 of the Law on Securities; such a notification shall also be sent to the Stock Exchange and Vietnam Securities Depository and Clearing Corporation;
+ Publish information about the receipt of the report or the decision on cancellation of the issuance on the website of State Securities Commission.
- After receiving the notification from State Securities Commission, the issuer may request unfreezing of the amount obtained from the offering; register, deposit and list the new shares as the basis for overseas offering of DRs.
- The issuer of the shares as the basis for overseas offering of DRs shall report and disclose information in accordance with regulations on public securities offering.
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