What are general provisions on listing securities in Vietnam?

What are general provisions on listing securities in Vietnam? - image from internet

Pursuant to Article 107 of the Decree 155/2020/ND-CP stipulating general provisions:

- The financial statement of the applicant for listing shall comply with the following regulations:

+ The financial statement shall be prepared in accordance with accounting laws. If the applicant is a parent company, it shall submit the consolidated financial statement and the parent company’s financial statement. If the applicant is the superior accounting unit having affiliated units that are not juridical persons, it shall submit the combined financial statement;

+ The annual financial statement must be audited by an accredited audit organization with unqualified opinions. In case the audit report has qualified opinions, they must not affect the eligibility for listing; the applicant shall provide explanatory documents confirmed by the audit organization that the qualified opinions do not affect the eligibility for listing;

+ In case of consolidation or merger: the financial statements of the last period from the beginning date of the fiscal year to the consolidation date of the consolidating companies and the financial statement of the first period from the consolidation date to the end of the fiscal year of the consolidated company shall be conformable with Point b of this Clause; annual financial statements of the companies participating in the consolidation or merger must be audited by accredited audit organizations;

+ In case the application for listing is sent to the Stock Exchange after the deadline for disclosing the quarterly financial statement, the must be included in the application. If the application is submitted after the ending date of the period covered by the mid-year financial statement, the application must include the mid-year financial statement which is audited by an accredited audit organization;

+ In case the issuer issues shares to increase charter capital after the end of the latest audited accounting period (except scrip issue, issuance of shares to increase share capital from equity, issuance of bonus shares to employees, issuance of shares for bond conversion), the equity report which is audited by an accredited audit organization or the financial statement which is audited by an accredited audit organization must be included.

- The pro forma financial statement which receives unqualified opinion from an accredited audit organization.

- Return on equity (ROE) shall be the ratio (%) of post-tax profit to average equity in the year, where:

+ If the applicant is a parent company, ROE shall be determined according to the consolidated financial statement, the post-tax profit shall be the post-tax profit of shareholders of the parent company and equity shall exclude interests of non-controlling shareholders. If the applicant is a superior accounting unit whose dependent units are not juridical persons, the post-tax profit shall be determined according to the combined financial statement;

+ In case the company undergoes conversion, consolidation, merger, division in the year, the post-tax profit shall be the total post-tax profit of the periods in the year preceding the application year which is determined according to the audited financial statement of each period; the equity shall be the average of the beginning equity and ending equity of the periods;

+ If the applicant is a public company that is established after consolidation, merger, division and other cases of restructuring, the positive ROE shall be determined according to the positive post-tax profit and positive average equity;

+ Average equity is the average of beginning equity and ending equity, excluding sources of funding and other funds according to the audited financial statement mentioned in Clause 1 of this Article.

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