What are conditions for listing the consolidated company on the Stock Exchange in Vietnam?

What are conditions for listing the consolidated company on the Stock Exchange in Vietnam? - image from internet

Pursuant to Clause 1 Article 112 of the Decree 155/2020/ND-CP stipulating conditions:

- If all consolidating companies are listed companies, the consolidated company will be listed if all consolidating companies do not incur losses for 02 consecutive years according to the annual financial statements of the last 02 years before the consolidation year of the consolidating companies;

- If all consolidating companies are listed companies and at least 01 of which incurs losses in the last 02 years before the consolidation year, the consolidated company will be listed if its ROE is a positive number according to the pro forma financial statement of the year preceding the consolidation year of the consolidated company;

- In case listed companies are consolidated with unlisted companies and the total assets of the unlisted companies are below 35% of the total assets of the listed company with the greatest total assets, the consolidated company will be listed if the consolidating listed companies do not incur losses in 02 consecutive years according to the annual financial statements of 02 years preceding the consolidation year of the listed companies;

- In case listed companies are consolidated with unlisted companies and the total assets of the unlisted companies are at least 35% of the total assets of the listed company with the greatest total assets, the consolidated company must satisfy the conditions for listing specified in Clause 1 Article 109 of this Decree (except the required net worth and registration time on UPCOM); fulfillment of the conditions specified in Point c Clause 1 Article 109 of this Decree shall be determined according to the pro forma financial statement of 02 years preceding the consolidation year of the consolidated company;

- In case all consolidating companies are unlisted companies but at least one of them has been registered on UPCOM for at least 02 years or has made public offering of shares and the total assets of the consolidating companies are smaller than 35% of total assets of the company with the greatest assets that has been registered on UPCOM or has made public offering of shares, the consolidated company shall satisfy the listing conditions specified in Clause 1 Article 109 of this Decree (except the required net worth and registration time on UPCOM). Fulfillment of the conditions specified in Point c Clause 1 Article 109 of this Decree shall be determined according to:

- The annual financial statements of the last 02 years preceding the listing year of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares (if the application for listing is submitted in the consolidation year).

- The annual financial statement of the year preceding the consolidation year of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares; the financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company (if the application for listing is submitted in the year succeeding the consolidation year). The equity of the year preceding the listing year shall be the average of the beginning equity and the ending equity of the periods; post-tax profit of the year preceding the listing year shall be the total post-tax profit of the periods according to the financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company

- The financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company. The annual financial statement of the year preceding the listing year of the consolidated company (if the application for listing is submitted in the second year succeeding the consolidation year). Post-tax profit of the consolidation year shall be the total post-tax profit of the periods according to the financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company;

- In case all consolidating companies are unlisted companies but at least one of them has been registered on UPCOM for at least 02 years or has made public offering of shares and the total assets of the consolidating companies are at least than 35% of total assets of the company with the greatest assets that has been registered on UPCOM or has made public offering of shares, the consolidated company shall satisfy the listing conditions specified in Clause 1 Article 109 of this Decree (except the required net worth and registration time on UPCOM). Fulfillment of the conditions specified in Point c Clause 1 Article 109 of this Decree shall be determined according to:

+ The pro forma financial statements of the last 02 years preceding the consolidation year of the consolidated company (if the application for listing is submitted in the consolidation year).

+ The pro forma financial statement of the year preceding the consolidation year of the consolidated company; the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company (if the application for listing is submitted in the year succeeding the consolidation year). The equity of the year preceding the listing year shall be the average of the beginning equity and the ending equity of the periods; post-tax profit of the year preceding the listing year shall be the total post-tax profit of the periods according to the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company.

+ The pro forma financial statement of the year preceding the consolidation year of the consolidated company; the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company with the greatest assets that has been registered on UPCOM or has made public offering of shares and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company (if the application for listing is submitted in the year succeeding the consolidation year). The equity of the year preceding the listing year shall be the average of the beginning equity and the ending equity of the periods; post-tax profit of the year preceding the listing year shall be the total post-tax profit of the periods according to the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidating company and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the consolidated company.

- In cases other than those specified in Points a, b, c, d, dd, e of this Clause, the consolidated company shall satisfy the listing conditions specified in Clause 1 Article 109 of this Decree.

Best regards!