Circular 73/2013/tt-Btc: Guide To Securities Listed In Decree 58/2012/nd-Cp Guiding Securities Law And The Law On Amendments And Supplements To Some Articles Of The Law On Securities

Original Language Title: Thông tư 73/2013/TT-BTC: Hướng dẫn về niêm yết chứng khoán tại Nghị định 58/2012/NĐ-CP hướng dẫn Luật Chứng khoán và Luật sửa đổi, bổ sung một số điều của Luật Chứng khoán

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FINANCE MINISTRY
Number: 73 /2013/TT-BTC
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, May 29, 2013

IT ' S SMART

Guide to detail some of the stock listing at the Decree

number 58 /2012/NĐ-CP July 20, 2012 Regulation and Guide

implement some of the provisions of the Securities Law and Amendment Law, supplements

a number of the securities law.

____________________

Stock Law Base 70 /2006/QH11 June 29, 2006;

The amended Law Base, added some of the provisions of the Digital Stock Law 62 /2010/QH12 November 24, 2010;

The National Enterprise Law Base 60 /2005/QH11 November 29, 2005;

Base of Protocol 58 /2012/NĐ-CP 20 July 2012 rules out details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law;

Base of Protocol 118 /2008/NĐ-CP November 27, 2008 the Government regulates the function, mandate, jurisdiction, and organizational structure of the Ministry of Finance;

At the suggestion of the Chairman of the State Securities Commission;

Minister of Finance issued a detailed guide to detail some of the securities listing at the United States Digital Protocol. 58 /2012/NĐ-CP July 20, 2012 specifies the details and guidelines of certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

Chapter I

GENERAL REGULATION

What? 1. Range and object tuning

This information regulates the listing conditions of the stock holding company after the merger process, the merger of the business, and the securities listing records at the Ho Chi Minh City Stock Exchange and the Hanoi Stock Exchange.

What? 2. Explain the word

1. Company of the same type is the company with the same kind of business as: the holding company, the LLC.

2. Business merger. is the case of two or several companies of the same type (later called the merged company) to merge into a new company (later called the merger company) by transferring all of the assets, rights, obligations and benefits to the merger company, at the same time. terminated the existence of the incorporated companies by regulation at Article 152 Digital Business Law No. 1. 60 /2005/QH11.

3. Enterprise merger is the case where one or several companies of the same type (later called the merged company) merged into another company (then called the merger recognition company) by transferring all of the assets, rights, obligations and benefits to the merger to the merger, At the same time ending the existence of the merged company by regulation at Article 153 Digital Business Law. 60 /2005/QH11.

4. The phrase "company" and "business" is used with the same meaning in this profile.

Chapter II

COMPANY SECURITIES LISTING CONDITIONS

THE SHARES FORMED AFTER THE MERGER,

BUSINESS MERGER

What? 3. Stock listing on Ho Chi Minh City Stock Exchange of the holding company that formed after the merger process, merged the business

1. Stock listing

1.1. The stock listing condition of the company formed after the merger of the business

a) The following merger of two (02) or a number of companies are all listed companies on the Ho Chi Minh City Stock Exchange, which must meet regulatory conditions at points a, c, d, e, e Clap 1 Article 53 digital decree 58 /2012/NĐ-CP.

b) The Company formed after a merger from two (02) or several companies including at least one company listed on the Ho Chi Minh City Stock Exchange and at the same time there was at least one company that was not listed on the Stock Exchange. Ho Chi Minh City has to meet the regulatory conditions at points a, c, d, e, e A Article 53 digital decree 58 /2012/NĐ-CP; At the same time the unlisted company must meet the condition that has at least two (02) years of operation in the form of a holding company as of the time the company formed after the merger was granted a business registration certification; the post-tax profit margin on equity. owned (ROE) the nearest year minimum of 5% and business activity of the two (02) years prior to the merger must have interest; there is no overdue payment on one (01) years; there is no capital loss to the year of amalgamation; compliance with legal regulations. the law of accounting for financial reporting.

c) The following merger between two (2) or some of the companies is not the listed company on the Ho Chi Minh City Stock Exchange, which has to fully meet the regulatory conditions at Clause 1 Article 53 of the number. 58 /2012/NĐ-CP.

1.2. The company ' s stock listing conditions form after the merger of the business

a) The case of corporate mergers and acquisitions is all the listed company on the Ho Chi Minh City Stock Exchange, the company that formed after the merger must implement the listing changes.

b) The merger of the merged company is the listed company, the merged company not the listed company on the Ho Chi Minh City Stock Exchange, the company that formed after the merger will be made to register additional listing for the share of the stock. The company's swaps are merged when:

b1) The merged company meets the following conditions: there are at least two (02) years of operation in the form of equity firms as of the time the company formed after the merger was granted a business registration certification; the post-tax profit margin on equity. Right (ROE) the closest year minimum of 5% and business activity of the two (02) years prior to the merger year must be profitable; there is no overdue payment on one (01) years; no criminal loophole to the year of mergers; compliance with the laws of the law. Financial reporting.

b2) The case of the merged company failed to meet the stipulated conditions at the point b1 said above, it must have the ROE ratio on the year ' s merged financial report to be audits or the annual merger financial report audits (set immediately after the wax point). enter) of the company that formed after a minimum merger of 5% or having a positive ROE rate on the year 's merged financial report was audits (established immediately after the time of merger) and was greater than the ROE rate on the company' s closest year financial report. to the merger.

b3) The case of the merged company and the ROE ratio of the company to form after the merger does not satisfy the above conditions, the number of additional release shares (corresponding to the amount of capital of the merged company) is only listed added after one (01) years from the time. The company that formed after the merger was granted a business registration certificate.

c) The case of a merger that receives a merger is not a listed company on the Ho Chi Minh City Stock Exchange, the company that forms after the merger must fully meet the regulatory conditions at Clause 1 Article 53 The number of protocols. 58 /2012/NĐ-CP.

2. The following bond-listing conditions/corporate mergers

The company formed after a merger/merger implementation of the registered bond listing at clause 2 Article 53 of the Digital Protocol. 58 /2012/NĐ-CP.

What? 4. Stock listing on Hanoi Stock Exchange of the holding company that formed after the merger process, merged the business

1. Stock listing

1.1. The stock listing condition of the company formed after the merger of the business

a) The following merger of two (02) or some companies are all listed companies on the Hanoi Stock Exchange, which must meet regulatory conditions at points a, c, d, clause 1 Article 54 of the number of U.S. Census numbers. 58 /2012/NĐ-CP.

b) The Company formed after a merger from two (02) or several companies including at least one company listed on the Hanoi Stock Exchange and at the same time there was at least one company that was not listed on the Hanoi Stock Exchange. response to regulatory conditions at points a, c, d, clause 1 Article 54 of the number of resolutions. 58 /2012/NĐ-CP; At the same time the unlisted company must meet the condition that has at least one (01) years of operation in the form of a holding company as of the time the company formed after the merger was granted a business registration certification; the post-tax profit margin on equity. owned (ROE) years prior to the minimum five amalgamation of 5%; there are no overdue payments on one (01) years, with no ramiholes to the time of merger; adhering to the laws of the law on financial reporting accounting.

c) The following merger of two (02) or some of the companies is not the listed company on the Hanoi Stock Exchange, which must meet the regulatory conditions at Clause 1 Article 54 of the number of companies. 58 /2012/NĐ-CP.

1.2. The company ' s stock listing conditions form after the merger of the business

) The merger of the merged company is the company listed on the Hanoi Stock Exchange and the merged company is the listed company on the Stock Exchange, the company that forms after the merger must implement the listing change.

b) The merged company case is the company listed on the Hanoi Stock Exchange, the merged company that is not the listed company on the Stock Exchange, the company that formed after the merger will be made to register additional listing for the company. The company's swaps share is merged when:

b1) The merged company must meet the condition that has at least one (01) years of operation in the form of a stock company as of the time the company formed after the merger was granted a business registration certification; the post-tax profit margin on equity. (ROE) years before the minimum merger year of 5%; there are no overdue payments on one (01) years, with no ramiholes to the time of the merger; adhering to the provisions of the law on financial reporting accounting.

b2) The case of the merged company failed to meet the stipulated conditions at the point b1 said above, it must have the ROE ratio on the year ' s merged financial report to be audits or the annual merger financial report audits (set immediately after the wax point). enter) of the company that formed after a minimum merger of 5% or having a positive ROE rate on the year 's merged financial report was audits (established immediately after the time of merger) and was greater than the ROE rate on the company' s closest year financial report. to the merger.

b3) The case of the merged company and the ROE ratio of the company to form after the merger does not satisfy the above conditions, the number of additional release shares (corresponding to the amount of capital of the merged company) is only listed added after one (01) years from the time. The company that formed after the merger was granted a business registration certificate.

c) The case of the company receiving the merger is not the listed company on the Hanoi Stock Exchange, the company that formed after the merger must meet the stipulation conditions at Clause 1 Article 54 of the number. 58 /2012/NĐ-CP.

2. The following bond-listing conditions/corporate mergers

The company formed after a merger/merger implementation of the registered bond listing at clause 2 Article 54 of the Digital Protocol. 58 /2012/NĐ-CP.

Chapter III

PROFILE, LISTING PROCEDURE AT

STOCK EXCHANGE

What? 5. Records, registration procedure listed at the Stock Exchange.

1. Stock registration records:

1.1. Stock registration profile for the first time:

a) Record registration registration by regulation at point b, e, g, h, i, k Clap 2 Article 57 Decree No. 57 58 /2012/NĐ-CP;

b) The registration register according to the template at Annex 1 (a);

c) The shareholder register is set in a 1 (01) month before the time of the filing of the listing registered with a listing of the large shareholder list, internal shareholder, strategic shareholder (quantity, rate of hold, time of transfer restriction (if available)) and list of the stakeholders of the large shareholder, the internal shareholder;

d) The record in Annex 02.

1.2. The company ' s stock listing records are the following merge:

a) The case of the merger-forming company from two (02) or some of the companies is all listed on the Stock Exchange:

-The registration filing is listed in accordance with Article 1.1 of this, except Annex VI, VII on audit reports and financial statements at the prospect;

-Contract contract by the rules of the Enterprise Law;

-The state agency ' s approval text has the authority on the merger of the business (the case must have the approval of the competent state authority).

b) The case of the company formed after a merger from two (2) or several companies including at least one listed company and a company is not the listed company on the Stock Exchange:

-The registration filing is listed in accordance with Article 1.1 of this, except Annex VI, VII on audit reports and financial statements at the prospect;

-The unlisted company must have a financial report audit of the year before the merger date;

-Contract contract by the rules of the Enterprise Law;

-The state agency ' s approval text has the authority on the merger of the business (the case must have the approval of the competent state authority).

c) The merger of the company formed after a merger from two (2) or some of the companies is not the listed company on the Stock Exchange, the registration records listed under Article 1.1 This.

1.3. The company registered shares of the company's shares after the merger:

a) The case of the holding company formed after the merger by regulation at point a, b3 paragraph 1.2 Article 3 and point a, b3 paragraph 1.2 Article 4 This message, the filing changed the listing under paragraph 2 Article 59 No. 58 /2012/NĐ-CP;

-The state agency ' s approval text has the authority on the merger of the business (the case must have the approval of the competent state authority).

b) The case of the holding company formed after the merger under the regulation at point b1, b2 paragraph 1.2 Article 3 and point b1, b2 paragraph 1.2 Article 4 This message:

-File registration filing under paragraph 1.1;

-The Company receives a merger and is merged to have an audit of the year audit financing prior to the time of the merger;

-Contract of incorporation under the rules of the Enterprise Law;

-The annual merger financial report audits (set immediately after the time of merger) of the company formed after the merger;

-The state agency ' s approval text has the authority on the merger of the business (the case must have the approval of the competent state authority).

c) The case of the holding company formed after the merger under the regulation at the point of paragraph 1.2 Article 3 and point C paragraph 1.2 Article 4 This message, the registration filing is listed under Article 1.1 This.

2. bond registration records include:

a) File registration records by regulations at point b, c, e, e, g, h, i Clause 3 Article 57 The number of digits 58 /2012/NĐ-CP;

b) The registration registration pattern in Annex 1 (b);

c) The sample is in Annex 02.

3. The registration record lists the public funds and shares of the investment securities company that includes:

a) Record registration listing certificates of mass funds and shares of the public securities investment firm by regulation at point b, c, e, e, g, h Clap 4 Article 57 Decree No. 57 58 /2012/NĐ-CP;

b) The registration registration pattern in Annex 1 (c) and number 01 (d);

c) The sample is in Annex 3 and No. 04.

4. The holding company is formed after the merger process by regulation at point a, b paragraph 1.1 Article 3; point a, b paragraph 1.1 Article 4 must conduct listing procedures for the period of three (03) months from the time the company formed after the process. You know, the merger was granted a business registration certificate.

5. The specific regulatory stock exchange procedure registers the stock listing of the following merger, merger.

Chapter IV

EXECUTION CLAUSE

What? 6. Terms of execution

This message has the enforcement effect since July 15, 2013.

The sample of the prospectiation specified at Annex 02 This is the replacement for the specified Platinum report in Annex 03 issued by the Number Decision. 13 /2007/QĐ-BTC March 13, 2007, of the Minister of Finance for the Record of the Prospectiation in the Registered Registration Records to the public; the prospectate specified in Annex 03, 04 This was replaced by the prescribed term of the listing in Annex 04, 05 issued with the decision.

What? 7. The organization performs

Stock Exchange, Stock Exchange Centre, listed registration company and organizations, personally responsible for implementing this Smart ./.

KT. MINISTER.
Chief.

(signed)

Chen Xuân