Registration Dossier for Issuing Shares for Exchange under the Merger, Consolidation Contract
Based on Article 56 of Decree 155/2020/ND-CP, the dossier is prescribed as follows:
Registration form for the issuance according to Form No. 13, Form No. 14 of the Appendix issued together with this Decree.
Prospectus as prescribed in Article 19 of the Securities Law.
Decision of the General Meeting of Shareholders or the Board of Members or the company owner of the companies participating in the merger, consolidation approving the plan of merger, consolidation; the plan for issuing shares for exchange and the business operation plan after the merger, consolidation; approving the listing or registration for trading on the securities trading system.
Merger or consolidation contract.
Draft Charter of the merged company, the receiving company.
The most recent annual financial statements audited by an approved audit organization, quarterly financial statements as prescribed in Clause 5, Article 20 of the Securities Law of the companies participating in the merger, consolidation.
Document from the National Competition Commission about the economic concentration being executed or conditionally executed in case the exchange leads to economic concentration meeting the notification threshold.
Decision of the Board of Members or the company owner or the General Meeting of Shareholders or the Board of Directors (where authorized by the General Meeting of Shareholders) of the companies participating in the merger, consolidation approving the plan ensuring the issuance of shares meets the foreign ownership ratio regulations.
Commitment document of the parties participating in the merger, consolidation regarding compliance with the provisions at Point e, Clause 1, Article 15 of the Securities Law.
Consulting contract for the issuance registration dossier with a securities company, except where the issuing organization is a securities company.
Decision of the Board of Directors or the Board of Members or the owner of the companies participating in the merger, consolidation approving the issuance registration dossier. For the issuance of shares by a credit institution, the dossier must include the approval document from the State Bank of Vietnam regarding the request to increase charter capital as per the regulations on credit institutions. For the issuance of shares by an insurance business organization, the dossier must include the approval document from the Ministry of Finance regarding the increase in charter capital as per the regulations on the insurance business.
Commitment document of the Board of Directors or the Chairman of the Board of Members or the Chairman of the company of the merged companies, the Board of Directors of the receiving company regarding the implementation of listing or registration for trading shares on the securities trading system.
Respectfully!
