1. Conditions for public offering of shares

Pursuant to Article 13 of Decree 155/2020/ND-CP stipulating the conditions for public offering of shares of shareholders of public companies as follows:

−      Shares offered for sale must be stocks of enterprises that meet the conditions specified at Point a, Clause 1, Point b, Clause 2, Article 15 of the Law on Securities.

−      In case the shareholder registering for the offering is an organization, the stock offering plan must be approved by the competent authority of the organization registering for the offering in accordance with the provisions of the Law on Enterprises and the charter of the shareholder registering for the offering.

−      The offered shares are owned by shareholders registered for offering and are freely transferable shares.

−      There are securities companies that advise on the dossier of registration for public offering of shares, except for the case where the shareholder registering for the offering is a securities company.

−      Shareholders registering for the offering must open an escrow account to receive money to buy shares of the offering.

−      The offering of shares meets the regulations on the ratio of foreign ownership in public companies whose shares are offered.

−      There is an approval of the State Bank of Vietnam and the Ministry of Finance on the transfer of shares of credit institutions and insurance business organizations by shareholders in case of approval in accordance with the law on credit institutions and the law on insurance business.

2. Stock offering dossier

According to Article 14 of Decree 155/2020/ND-CP, the dossier of offering shares of shareholders of a public company includes the following documents:

−      Registration for sale;

−      Prospectus as prescribed in Article 19 of the Law on Securities 2019.

−      The decision of the competent authority of the shareholder registering for the offering is the organization approving the offering plan, which includes: types of shares to be offered; the number of shares offered; the offering price or the principle of determining the offering price or authorizing the determination of the offering price.

−      Shareholder register or certificate of the Vietnam Securities Depository and Clearing Corporation or of the depository member or certificate of share ownership.

−      Financial statements for the last 02 years of the organization whose shares are offered for sale in accordance with the provisions of Article 20 of the Law on Securities 2019, in which in case the shareholder registers for the offering to complete the dossier after 90 days from the end of the annual accounting period, the shareholder registering for the offering must supplement the latest audited annual financial statement of the group whose shares are offered for sale.

−      Contract for consultancy of dossiers of registration for public offering of shares with a securities company, except for the case where the shareholder registering for the offering is a securities company.

−      Written confirmation of the bank or foreign bank’s branch that the shareholder registers for the offering to open an escrow account to receive money for the purchase of shares of the offering.

−      The decision of the competent authority of the shareholder registering for the offering is the organization approving the plan to ensure that the offering of shares meets the regulations on foreign ownership ratio in the public company whose shares are offered.

−      Written approval of the State Bank of Vietnam and the Ministry of Finance on the transfer of shares by shareholders (if any).

3. Conditions for additional public offering of shares

Pursuant to Clause 2, Article 15 of the Law on Securities 2019 as follows:

−      The contributed charter capital at the time of registration of the offering is VND 30 billion or more, calculated according to the value recorded in the accounting books;

−      There is an issuance plan and a plan to use the capital raised from the stock offering approved by the General Meeting of Shareholders;

−      The issuing organization is not in the case of being examined for penal liability or has been convicted of one of the crimes of infringing upon the economic management order but has not yet had its criminal record expunged;

−      There is a securities company that consults on the dossier of registration for public offering of shares, except for the case where the issuer is a securities company;

−      Having a commitment and having to list or register for stock trading on the securities trading system after the end of the offering;

−      The issuer must open an escrow account to receive money for the purchase of shares of the offering.

−      Business activities of the year immediately preceding the year of registration of the offering must be profitable, and at the same time there must be no accumulated losses up to the year of registration of the offering;

−      The value of the additional shares issued at par value shall not be greater than the total value of outstanding shares at par value, unless there is an underwriting with a commitment to buy all the shares of the issuer for resale or to purchase the remaining shares that have not been fully distributed by the issuer. issuance to increase capital from equity, issuance for swap, consolidation or merger of enterprises;

−      For the public offering for the purpose of mobilizing capital for the implementation of the project of the issuer, the shares sold to investors must reach at least 70% of the shares expected to be offered. The issuing organization must have a plan to make up for the shortfall of capital expected to be mobilized from the offering to implement the project.

4. Dossier of registration for additional public offering of shares

Pursuant to Article 12 of Decree 155/2020/ND-CP stipulating the dossier of registration for additional public offering of shares of a public company as follows:

−      Registration for sale;

−      The decision of the General Meeting of Shareholders approving the issuance plan, the plan to use the capital raised from the offering, through the listing or registration of stock trading on the securities trading system;

−      The financial statements of the issuer in the last 02 years must meet the provisions of Article 20 of the Law on Securities;

−      Documents specified at Points c, h, Clause 1, Points c, d, Clause 2, Article 18 of the Law on Securities; Clauses 2, 5, 6, 7, 8, Article 11 of this Decree and written commitments to meet the provisions of Point e, Clause 1, Article 15 of the Law on Securities.

5. Conditions for public offering of shares for multiple offerings

Article 28 of Decree 155/2020/ND-CP stipulates as follows:

−      Conditions for public companies to offer additional shares, convertible bonds, bonds with warrants to the public; Conditions for offering bonds to the general public for multiple offerings include:

●   The corresponding conditions stipulate the public offering of stocks and bonds;

●   There is a need to mobilize capital in multiple installments in accordance with the project or production and business plan approved by a competent authority, unless the issuer is a credit institution;

●   There is an offering plan which clearly states the expected number and time of the offering of each offering.

−      The offering period of each offering must not last more than 90 days. The gap between the next offering and the previous offering shall not exceed 12 months.

6. Dossier of registration for public offering of shares for multiple offerings

According to Article 29 of Decree 155/2020/ND-CP as follows:

−      Dossier of public company registering for additional offering of shares, convertible bonds, bonds with warrants to the public; the issuer shall register for public offering of bonds under the provisions of this Decree, in which the prospectus must clearly state the following contents:

●      Projects or plans to use capital in several phases;

●      The offering plan clearly states the objects, quantity, and expected time of each offering.

−      Before each round of offering, the issuer must supplement the following documents:

●      Documents on the company’s situation, if there are any changes and an updated information sheet, the prospectus made according to Form No. 09 in the Appendix issued together with this Decree to update the changed information (if any);

●      The report on the use of capital obtained from the pre-offering shall be audited by an approved auditing organization in case the post-offering is 06 months or more from the end date of the pre-offering.

Above is the entire content of consultation related to the conditions and dossiers of public offering of shares of public companies. In case you need support, please contact KALF for answers.