Conditions for Issuing Shares for Exchange under Merger and Acquisition Contracts

Based on Article 55 of Decree 155/2020/ND-CP, the conditions are specified as follows:

- Cases of issuing shares for swap according to merger and acquisition contracts must be registered with the State Securities Commission, including:

+ Issuing shares for swapping stocks or contributed capital according to merger contracts between public companies and other merged companies;

+ Public companies issuing shares to swap all outstanding shares of joint-stock companies or all contributed capital of limited liability companies according to acquisition contracts.

- Conditions for issuing shares for swap according to merger and acquisition contracts include:

+ Having a merger or acquisition plan; a plan for issuing shares for swap, and a business plan post-merger or acquisition approved by the General Meeting of Shareholders or the Members' Council or the company owner of the companies participating in the merger or acquisition according to regulations. Ballots of shareholders or members with related interests are considered valid votes;

+ Having a merger or acquisition contract signed between parties participating in the merger or acquisition according to the provisions of the Law on Enterprises or specialized legal regulations, accompanied by the draft Charter of the merged company or the acquiring company;

+ Having the latest annual financial statements of the companies participating in the merger or acquisition audited by an approved auditing organization;

+ Having the opinion of the National Competition Commission regarding economic concentration to be carried out or conditional economic concentration in case the swap leads to economic concentration activities within the economic concentration threshold that must be notified;

+ The issuance of shares for swap must meet regulatory requirements on foreign ownership ratio according to the provisions of the law;

+ Conditions specified at points e, g, h of Clause 1, Article 15 of the Securities Law.

Sincerely!