1. Conditions for private placement of shares

Pursuant to Clause 1, Article 31 of the Law on Securities 2019 as follows:

• There is a decision of the General Meeting of Shareholders approving the plan to issue and use the proceeds from the offering; clearly define the criteria and number of investors;
• Participants in the offering only include strategic investors and professional securities investors;

• The transfer of privately offered shares, convertible bonds for private placement and bonds with private placement warrants is restricted from at least 03 years for strategic investors and at least 01 year for professional securities investors from the date of completion of the offering. except for cases of transfer between professional securities investors or implementation of legally effective court judgments or decisions, arbitral decisions or inheritance as prescribed by law;
• Individual stock offerings, individual convertible bonds, and bonds with private placement warrants must be at least 06 months apart from the end of the latest offering;
• The offering of shares, the conversion of bonds into shares, and the exercise of warrants must meet the regulations on the ownership ratio of foreign investors in accordance with the provisions of law.

2. Dossier of registration for offering

According to the provisions of Article 43 of Decree 155/2020/ND-CP, the dossier includes the following documents:

• Registration for sale;
• The decision of the General Meeting of Shareholders approving the issuance plan and the plan to use the proceeds from the offering, in which:
• The issuance plan clearly states: (1) Purpose of offering; (2) Number of shares to be offered; (3) The offering price or the principle of determining the offering price or authorizing the Board of Directors to determine the offering price; (4) Criteria for selecting investors; (5) Number of investors; (6) Strategic investors, professional securities investors and the number of shares offered for sale to each investor or authorize the Board of Directors to identify professional securities investors.

Note: Persons with interests related to the offering are not allowed to participate in voting. In case the issuance plan does not specify the offering price and the principles for determining the offering price, the offering price shall be determined according to the provisions of the Law on Enterprises;

• In case the offering aims to raise money for the implementation of the project, the plan to use the proceeds from the offering must include the plan to make up for the shortfall of capital expected to be mobilized from the offering for project implementation.
• The decision of the Board of Directors approving the subject of the offering is a professional securities investor in case it is authorized by the General Meeting of Shareholders. Persons with interests related to the stock offering are not allowed to participate in voting.
• Decision of the Board of Directors approving the application for offering. For the offering of shares of a credit institution, the dossier must contain the written approval of the State Bank of Vietnam on the proposal to increase the charter capital in accordance with the law on credit institutions. For the offering of shares of an insurance business organization, the dossier must contain the Ministry of Finance’s written approval for the increase of charter capital in accordance with the law on insurance business.

∙      The decision of the General Meeting of Shareholders or the Board of Directors (in case authorized by the General Meeting of Shareholders) approves the plan to ensure that the issuance of shares meets the foreign ownership ratio.

• The issuer’s commitment not to violate regulations on cross-ownership.
• Written certification of the bank or foreign bank’s branch on the opening of a blocked account to receive money for the purchase of shares of the offering.
• Documents providing information about the offering to investors (if any).
• Documents using the proceeds from the offering (if any).

3. Order and procedures for private placement of shares

Pursuant to Article 48 of Decree 155/2020/ND-CP as follows:

• The issuer shall send the dossier of registration for private placement of shares to the State Securities Commission.
• Within 07 working days from the date of receipt of a complete and valid dossier, the State Securities Commission shall approve in writing and post on the website of the State Securities Commission the receipt of a complete dossier of registration for private placement of shares of the issuer; in case of refusal, it must reply in writing and clearly state the reason.

• The issuer must complete the private placement of shares within 90 days from the date the State Securities Commission issues a written approval.
• Within 10 days from the end of the offering, the issuer must send a report on the results of the offering enclosed with the certification of the bank or foreign bank branch where the escrow account is opened on the proceeds from the offering to the State Securities Commission and publish the information on the organization’s website issuance to the Stock Exchange on the results of the offering.
• Within 03 working days from the date of receipt of a complete and valid report on the results of the offering, the State Securities Commission shall notify in writing the receipt of the report on the results of the offering to the issuer and send it to the Stock Exchange. Vietnam Securities Depository and Clearing Corporation and posted on the website of the State Securities Commission on the receipt of the report on the results of the offering.

• After receiving the report on the results of the offering from the State Securities Commission, the issuer is required to end the blockade of the proceeds from the offering.
• The interval between the following private placement and issuance of securities must be at least 06 months apart from the end of the latest private placement or private placement, including: private placement of shares; private placement of convertible bonds; offering of bonds with private placements; offering of preferred shares with private placements; issuing shares to swap shares for shareholders of public joint-stock companies, swapping capital contributions for capital contributors of limited liability companies; issuing shares to swap shares for a specified number of shareholders in a public company; issue shares for debt swaps.

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