Conditions for public securities offering after full or partial division of a company in Vietnam

Conditions for public securities offering after full or partial division of a company in Vietnam (Internet image)

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

1. Conditions for public securities offering after full or partial division of a company in Vietnam

Conditions for public securities offering after full or partial division of a company in Vietnam according to Article 34 of Decree 155/2020/ND-CP are as follows:

- Conditions for a public company that is a partially divided company to make an FPO of shares, public offering of convertible bonds or warrant-linked bonds; for a partially divided to make public bond offering:

+ The same conditions for public offering of shares or bonds, including profitable business and no accumulated loss as prescribed in Point b of Clause 1 Article 34 of Decree 155/2020/ND-CP;

+ It will be considered that the company makes a profit in the year preceding the offering year and does not have accumulated loss in the offering year when:

In case the company registers the offering in the partial division year and the total assets of the new companies is less than 35% of the divided company: the latest annual financial statement of the company before division audited by an accredited audit organization, the issuer’s latest quarterly financial statement.

In case the company registers the offering in the partial division year and the total assets of the new companies is at least 35% of the divided company: the pro forma financial statement of the year preceding the division year which receives unqualified opinion from an accredited audit organization, the issuer’s latest quarterly financial statement.

In case the company registers the offering in the year succeeding the partial division onward: the latest annual financial statement audited by an accredited audit organization, the issuer’s latest quarter financial statement (if any).

- The conditions for a public company that is established after full division of a company to make FPO of shares, public offering of convertible bonds, warrant-linked bonds; for a company that is established after full division of a company to make public bond offering are the same as those for making public offering of shares and bonds.

2. Application for public offering of shares after full or partial division of a company in Vietnam

Application for public offering of shares after full or partial division of a company in Vietnam according to Article 35 of Decree 155/2020/ND-CP is as follows:

- In case the company registers the offering within the partial division year, the application for offering by the divided company shall have the same documents as those of the application for FPO offering of shares, public offering of convertible bonds, warrant-linked bonds of a public company, application for public bond offering prescribed in Decree 155/2020/ND-CP. The audited annual financial statements of the last 02 years preceding the offering year shall be replaced with:

+ In case the total assets of the new companies is less than 35% of the divided company: the annual financial statements of last 02 years preceding the division year audited by an accredited audit organization of the divided company;

+ In case the total assets of the new companies is at least 35% of the divided company: the annual financial statements of last 02 years preceding the division year audited by an accredited audit organization, the pro forma financial statement of the year preceding the division year guaranteed by an accredited audit organization.

- In case the company registers the offering in the year succeeding the partial division year, the application for offering by the divided company shall have the same documents as those of the application for FPO offering of shares, public offering of convertible bonds, warrant-linked bonds of a public company, application for public bond offering prescribed in Decree 155/2020/ND-CP. The audited annual financial statements of the last 02 years preceding the offering year shall be replaced with:

+ The issuer’s annual financial statement of the year preceding the offering year audited by an accredited audit organization;

+ The company’s annual financial statement of the year preceding the division year audited by an accredited audit organization.

- In case the company registers the offering from the second year succeeding the partial division year onward, the application for offering shall include the same documents as those of the application for FPO of shares, public offering of convertible bonds, warrant-linked bonds of a public company, application for public bond offering of Decree 155/2020/ND-CP.

- The application for public securities offering by a new company that is established after full division of a company shall include the same documents as those of the application for FPO of shares, public offering of convertible bonds, warrant-linked bonds of a public company, application for public bond offering of Decree 155/2020/ND-CP.

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