1. Mandatory delisting
Stipulated in Clause 1, Article 120 of Decree 155/2020/ND-CP:
– The listed organization cancels the status of a public company upon notification of the State Securities Commission;
– The listed organization ceases or is discontinued from main production and business activities for 01 year or more;
– The listed organization has its enterprise registration certificate or license for operation in specialized fields revoked;
– Shares are not traded at the Stock Exchange for a period of 12 months;
– Shares are not put into trading within 90 days from the date the Stock Exchange approves the listing registration;
– Production and business results suffered losses for 03 consecutive years or the total accumulated losses exceeded the amount of actually contributed charter capital or negative equity in the audited financial statements of the latest year before the time of consideration;
– The listed entity ceases to exist due to reorganization, dissolution or bankruptcy;
– The auditing organization does not accept the audit or has contrary audit opinions or refuses to comment on the most recent financial statements of the listed organization or has audit opinions except for the annual financial statements for 03 consecutive years;
– The violating listed organization is late in submitting annual financial statements for 3 consecutive years;
– The State Securities Commission and the Stock Exchange detect that listing organizations forge listing dossiers;
– The listed organization shall be sanctioned for violations of prohibited acts specified in Clauses 1, 2, 3, 7, Article 12 of the Law on Securities;
– The listed organization is suspended from operation or banned from operating its main business lines or activities;
– Failure to meet listing conditions due to mergers, separations of enterprises and cases of enterprise restructuring; or after completing merger, separation activities and cases of enterprise restructuring but failing to carry out listing registration procedures, request to reconsider listing conditions or change listing registration within the prescribed time limit;
– The listed organization seriously violates the obligation to disclose information, fails to fulfill its financial obligations to the Stock Exchange and other cases that the Stock Exchange or the State Securities Commission deems necessary to delist in order to protect the interests of investors.
2. Voluntary delisting of shares and fund certificates
Stipulated in Clause 1, Article 121 of Decree 155/2020/ND-CP
– The decision on voluntary delisting shall be approved by the General Meeting of Shareholders and the General Meeting of Investors in accordance with the law on enterprises, stipulated in the charter of securities investment funds, which must be approved by more than 50% of the votes of shareholders who are not major shareholders;
– Voluntary delisting shall only be made after at least 02 years from the date of issuance of the Decision approving listing on the Stock Exchange.
3. Voluntary delisting of secured warrants
Stipulated in Clause 2, Article 121 of Decree 155/2020/ND-CP
“An issuer may voluntarily delist part or all of outstanding warrants after the listing date of at least 30 days on the principle that:
a) In case there are still outstanding warrants, the remaining warrants (after deducting the proposed delisting) reach at least 10% of the issued warrants;
b) Where the issuer already owns all the issued warrants, the issuer is requested to delist all issued warrants.”
4. Dossier of application for voluntary delisting
– Application for voluntary delisting;
– Decision of the General Meeting of Shareholders (in case of delisting of shares) or of the General Meeting of Investors (in case of delisting of fund certificates) or of the Board of Directors (in case of delisting of secured warrants) approving the voluntary delisting;
– The plan to settle the interests of shareholders after voluntary delisting has been approved by the General Meeting of Shareholders (in case of delisting of shares).
5. Voluntary delisting procedures
Within 07 working days from the date of receipt of a complete and valid dossier, the Stock Exchange shall issue a decision approving the voluntary delisting of securities; in case of refusal, it must reply in writing clearly stating the reason (as prescribed in Article 121 of Decree 155/2020/ND-CP).
6. Relisting Registration
After the shares of a public company are delisted, the public company may register to list shares after trading for at least 02 years on the Upcom trading system.
Pursuant to Clause 1, Article 122 of Decree 155/2020/ND-CP guiding the Law on Securities stipulating conditions for re-registration for cases of delisting as follows:
1. Organizations whose shares are delisted as prescribed in Articles 120 and 121 of this Decree may only re-register for relisting after trading for at least 02 years on the Upcom trading system.
2. Conditions, dossiers and procedures for registration of relisting shall comply with the provisions of Articles 110 and 111 of this Decree.
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