What are regulations on documentation and procedures for continued listing, listing of shares after merger in Vietnam?

What are regulations on documentation and procedures for continued listing, listing of shares after merger in Vietnam? - image from internet

Pursuant to Article 114 of the Decree 155/2020/ND-CP stipulating documentation and procedures for continued listing, listing of shares after merger in Vietnam:

1. The application for continued listing in the cases specified in Point a and Point c Clause 2 Article 112 of this Decree shall contain:

a) The application form No. 30 in the Appendix hereof;

b) The Certificate of Enterprise Registration, establishment and operation license or an equivalent document;

c) The revised Certificate of Securities Registration issued by VSDCC.

d) The annual financial statements of the last 02 years preceding the merger year of the acquiring company and the acquired companies.

2. The application for continued listing in the cases specified in Point b and Point c Clause 2 Article 112 of this Decree shall contain:

a) The application form No. 30 in the Appendix hereof;

b) The pro forma financial statement of the year preceding the merger year of the acquiring company which is verified by an accredited audit organization;

c) The annual financial statements of the last 02 years preceding the merger year of the acquiring company and the acquired companies;

d) The documents specified in Point b and Point c Clause 1 of this Article.

3. The application for continued listing in the cases specified in Point d Clause 2 Article 112 of this Decree shall contain:

a) The documents specified in Point a and Point d Clause 2 of this Article, Points c, d, dd Clause 1 Article 110 of this Decree;

b) The annual financial statements of the last 02 years preceding the merger year of the acquiring company and the acquired companies;

c) The pro forma financial statements of the last 02 years preceding the merger year of the acquiring company which is verified by an accredited audit organization.

4. In the cases specified in Point dd Clause 2 Article 112 of this Decree, the application for listing shall contain the documents specified in Clause 2 Article 110 of this Decree; the annual financial statement mentioned in Point a Clause 2 of Article 110 shall be replaced with:

a) In case the application for listing is submitted in the merger year: the financial statements of the last 02 years preceding the merger year of the acquiring company which is verified by an accredited audit organization.

b) In case the application for listing is submitted in the year succeeding the merger year: the financial statement of the year preceding the listing year of the applying organization, the financial statements of the year preceding the merger year of the acquiring company and the acquired companies which are verified by accredited audit organizations;

c) In case the application for listing is submitted in the second year succeeding the merger year: the annual financial statements of the last 02 years preceding the listing year of the applying organization which is audited by an accredited audit organization.

5. In the cases specified in Point e Clause 2 Article 112 of this Decree, the application for listing shall contain the documents specified in Clause 2 Article 110 of this Decree; the annual financial statement mentioned in Point a Clause 2 of Article 110 shall be replaced with:

a) In case the application for listing is submitted in the merger year: the financial statements of the last 02 years preceding the merger year of the acquiring company and the acquired companies, the pro forma financial statements of the last 02 years preceding the merger year which are verified by an accredited audit organizations;

b) In case the application for listing is submitted in the year succeeding the merger year: the financial statement of the year preceding the listing year of the applying organization, the financial statements of the year preceding the merger year of the acquiring company and the acquired companies; the pro forma financial statement of the year preceding the merger year of the applying organization which is verified by accredited audit organizations;

c) In case the application for listing is submitted in the second year succeeding the merger year: the annual financial statements of the last 02 years preceding the listing year of the applying organization which is audited by an accredited audit organization.

6. In the cases specified in Point g Clause 2 Article 112 of this Decree, the application for listing shall contain the documents specified in Clause 2 Article 110 of this Decree.

7. Procedures for continued listing in the cases specified in Clause 1 of this Article:

a) Within 30 days from the day on which the revised Certificate of Enterprise Registration is issued, the company shall submit the application for continued listing;

b) Within 07 working days from the receipt of the satisfactory application, the Stock Exchange shall issue a decision to approve the continued listing and the quantity additional shares, or issue a written rejection and provide explanation;

c) Within 05 working days from the day on which the Stock Exchange issues the decision to approve the continued listing and the quantity additional shares, the applying organization shall register a trading date for the new shares, which must be at least 06 working days after the day on which the Stock Exchange receives the application and must not later than 30 days from the day on which the decision on listing approval is issued, complete the procedures for put the new shares into trade. In case the new shares include shares that are restricted from trade, the applying organization shall also register a trading date of the shares restricted from trade which is a specific date after the expiration of the restriction period.

8. Procedures for continued listing in the cases specified in Clause 2 and Clause 3 of this Article:

a) Within 30 days from the day on which the revised Certificate of Enterprise Registration is issued, the company shall initiate the procedures for reconsideration of listing procedures;

b) Within 30 working days from the receipt of the satisfactory application, the Stock Exchange shall issue a decision to approve the continued listing and the quantity additional shares, or issue a written rejection and provide explanation;

c) The applying organization shall register an official trading date for the additionally listed securities in accordance with Point c Clause 7 of this Article.

9. Procedures for listing in the cases specified in Clauses 4, 5, 6 shall be carried out in accordance with Decree 111 of this Decree.

Best regards!