Application for registration of public offering of shares in Vietnam

Application for registration of public offering of shares in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Application for registration of public offering of shares of a joint-stock company in Vietnam

Specifically, in Clause 1, Article 18 of the Law on Securities 2019, an application for registration of public offering consists of:

- The application form;

- The prospectus;

- The issuer’s charter;

- The decision of the General Meeting of Shareholders to ratify the plan for issuance and the plan for use of capital generated by the offering, and the commitment to have the shares listed or registered on the securities trading system;

- The commitment to comply with the regulations in Point d and Point e Clause 1 Article 15 of this Law;

- The major shareholders’ written commitment to hold at least 20% of the company’s charter capital for at least 01 year from the end of the offering;

- The contract with a securities company for public offering consulting;

- A bank’s or FBB’s confirmation on opening of an escrow account to receive payments for the offered shares;

- The public offering underwriting agreement (if any).

2. Application for follow-on offering of shares of a public company in Vietnam

Pursuant to Clause 2, Article 18 of the Law on Securities 2019, an application for follow-on offering consists of:

- The application form;

- The documents specified in Points b, c, d, g, h and i Clause 1 of Article 18 of the Law on Securities 2019 and the written commitment mentioned in Point e Clause 1 Article 15 of the Law on Securities 2019;

- A competent authority’s decision to approve the project and the plan for making up for shortage of capital in the event mentioned in Point d Clause 2 Article 15 of the Law on Securities 2019;

- The statement on use of capital generated by the latest offering which must be audited within 02 years from the date of application, unless the audited statement has detailed descriptions of the use of capital generated by the latest offering.

3. Application for registration of public offering of bonds in Vietnam

According to Clause 3, Article 18 of the Law on Securities 2019, an application for registration of public offering of bonds consists of:

- The application form;

- The documents specified in Point b and Point c Clause 1 of this Article the written commitment mentioned in Point e Clause 1 Article 15 of the Law on Securities 2019;

- The decision of the General Meeting of Shareholders, Board of Directors, the Board of members or company owner to ratify the plan for issuance and the plan for use and repayment of capital generated by the offering, and the commitment to have the bonds listed on the securities trading system;

- The commitment to fulfill its obligations to the investors in terms of conditions for issuance, payment, assurance of the lawful rights and interests of investors and other conditions;

- The credit rating report prescribed in Point g Clause 3 Article 15 of the Law on Securities 2019;

- The contract with a securities company for public offering consulting;

- A bank’s or FBB’s confirmation on opening of an escrow account to receive payments for the offered bonds;

- The public offering underwriting agreement (if any).

4. Application for registration of public offering of convertible bonds in Vietnam

Pursuant to Clause 4, Article 18 of the Law on Securities 2019, an application for registration of public offering of convertible bonds consists of:

- The application form;

- The documents specified in Points b, c, d, g, h and i Clause 1, Point d Clause 2 of Article 18 of the Law on Securities 2019 and the written commitment mentioned in Point e Clause 1 Article 15 of the Law on Securities 2019;

- The decision of the General Meeting of Shareholders to ratify the plan for issuance and the plan for use of capital generated by the offering, and the commitment to have the bonds listed or registered on the securities trading system;

- The commitment to fulfill its obligations to the investors in terms of conditions for issuance, payment, assurance of the lawful rights and interests of investors and other conditions;

- Other documents relevant to the conversion of bonds into shares;

- The public offering underwriting agreement (if any).

5. Application for registration of public offering of fund certificates in Vietnam

According to Clause 5, Article 18 of the Law on Securities 2019, an application for registration of public offering of fund certificates consists of:

- The application form;

- The prospectus;

- The draft charter of the securities investment fund;

- The principle contract on supervision by the supervisory bank and the fund management company; the principle contract on distribution; principle contracts with relevant service providers (if any);

- The public offering underwriting agreement (if any).

Ho Quoc Tuan

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