Advanced Search

The Decree 01/2010/nd-Cp: About Selling Individual Shares

Original Language Title: Nghị định 01/2010/NĐ-CP: Về chào bán cổ phần riêng lẻ

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
 
Decree on selling individual shares the GOVERNMENT pursuant to the law on organization of the Government of 25 December 2001;
Pursuant to the law of business on November 29, 2005;
Pursuant to the law on investment of 29 November 2005;
Pursuant to the law of securities on June 29, 2006;
Considering the recommendation of the Minister of finance DECREE: chapter I GENERAL PROVISIONS article 1. Scope of this Decree regulates activities offered individual shares and sanctioning administrative violations in the operation selling individual shares of the joint stock company establishment and operation on the territory of the Socialist Republic of Vietnam (hereinafter referred to as the Organization offered for sale).
A joint stock company established and operating under the foreign law cannot be offered shares on the territory of the Socialist Republic of Vietnam, except in the case of international treaties to which Vietnam is a member otherwise.
Article 2. Application object 1. 2. Joint-stock company The business was converted into joint stock companies, except 100% capital enterprises State converted into joint stock companies.
Article 3. Apply the law works offered for sale of shares of the enterprise business profession must comply with the provisions of this Decree and the other provisions of the law.
Article 4. Explain the term In this Decree, the following words are interpreted as follows: 1. Sell individual equities is the selling of shares or rights to buy shares directly and does not use the mass media for one of the following objects: a) The professional stock investors;
b) Under 100 investors not professional stock investors.
2. The company is a joint stock company meet the conditions prescribed in Articles 25 and 26 of the Securities Law.
Article 5. Face value of shares 1. The shares offered for sale individually on the territory of the Socialist Republic of Vietnam was recorded in Vietnam.
2. The denomination of shares offered for sale individually is 10,000 (ten thousand) and Vietnam.
Chapter II the DUTIES and POWERS of the COMPETENT STATE BODIES MANAGING the STOCK OFFERED for SALE INDIVIDUALLY, article 6. The State Agency has the authority to manage the stock offered for sale individually, the competent State agencies manage selling individual shares (hereinafter referred to as the competent State agencies) include: 1. State Bank of Vietnam: in case the Organization sell individual shares are credit institutions;
2. The Ministry of Finance: in case the Organization offered for sale as the insurer shares;
3. State Securities Committee: in case the organization is selling securities joint stock company, joint stock companies, fund management companies (except the public company is active in the field of business credit, insurance);
4. The Department of planning and investment, management of industrial zones, export processing zones, hi-tech zone, economic zones: in the case of the organization selling the company stock is not subject to the provisions in clause 1, 2 and 3 of this article.
Article 7. The duties and powers of the competent State bodies 1. Receiving registration documents offered for sale individually shares under the provisions of this Decree and relevant laws.
Case records are not adequate and valid, within 10 days from the date of registration of the shares offered for sale individually, the competent State bodies must have the written comments requesting additional selling organization, modify the profile.
2. Within 15 days from the date of the application in full and valid, competent State agencies notify the registered organization known and published on the electronic information page (website) the Agency's list of registered organizations are offered for sale in the scope of its management according to the form prescribed in Appendix V attached to this Decree.
The case of the Organization offered for sale is the business enterprise trades condition, if the relevant laws have regulated the other sequence, procedure of receiving and processing the records made under the provisions of the relevant laws.
Order and procedure of receiving and processing the paperwork offered individual shares are to be listed in the competent authorities.
3. At the latest on December 5th of every month, the competent State Agency is responsible for sending to the Ministry of Finance (State Securities Committee) list of written and electronic files about registered organizations sell individual shares of the last month have full and valid records according to the form prescribed in annex IV attached to this Decree.
4. At the latest on May 25, the Ministry of Finance (State Securities Committee) is responsible for General and announced a list of individual selling organization in any object of the month according to the form prescribed in Appendix V attached to this Decree.
5. Monitoring of activities offered for sale the shares individually and processed under the authority of the violations of the rules of selling individual shares in this Decree.
Chapter III SELL INDIVIDUAL SHARES article 8. Conditions offered to individual stock 1. Business is subject to the provisions of article 2 of this Decree.
2. A decision approved selling individual shares and plans to use the proceeds from the offering of the wave of shareholders or the Board under the company Charter or authorized by the General Assembly of shareholders for the Board (for the company); or Board members, owners of the company (for limited liability company transformed into joint stock companies); or 100% foreign-owned enterprise, the Board of venture business (for the enterprise with foreign capital investment converted into joint stock companies).
Options offered for sale must clearly define the object and the number of investors to be offered for sale under 100 investors and restrict the transfer of shares to a minimum within 1 year from the date of completion offered for sale.
The case offered to a strategic partnership, the Organization offered to build the criteria defined, selected strategic partners. Strategic partners are organizations and individuals in and outside the country have the financial capacity, corporate governance; transfer of new technologies, supply of raw materials, market development to consume the product; the long-term benefits of sticking with the business.
People who have interests related to the batch offered for sale individually not involved vote through resolutions of the General Assembly of the shareholders.
3. Has registered record sales of individual shares welcome full and valid under the provisions of article 9 of this Decree shall send to the competent State agencies at the latest 20 days before the scheduled execution of the sell, except in cases of legal specialization have other rules.
4. in case the organization is selling the business in the fields of industry, business conditions, in addition to having to meet the provisions in clause 1, 2 and 3 of this article, must satisfy the conditions prescribed by the law of the relevant professions.
5. The individual must sell at least six months apart.
6. Ensure compliance with the provisions on capital contribution rate, form of investment, in the event of the involvement of foreign investors.
Article 9. Registration documents offered for sale to individual stock registration documents offered for sale to individual stock are: 1. Report the stock offered for sale individually according to the form prescribed in annex I attached to this Decree.
2. The decision of the general shareholders meeting or the Board (for the company); or Board members (for limited liability companies to convert into stock companies); or 100% foreign-owned enterprise, the Board of venture business (for the enterprise with foreign capital investment converted into joint stock companies) through the options offered for sale and use the proceeds from selling wave. Options are offered for sale and use the proceeds from the selling wave primarily as specified in annex I attached to this Decree.
3. Resolutions of the General Assembly of shareholders or the Board under the company Charter or authorized by the General Assembly of shareholders through strategic partner standards, employees, in the case offered to strategic partners, employees in the company.
4. The decision of the Board through a list of strategic partners, employees, in the case offered to strategic partners, employees in the company.
5. documents providing information about the wave of selling to investors referred to in paragraph 3 article 10 of this Decree.
6. Documents that meet the rate of participation of foreign investors and comply with regulations on investment form, the case offered to foreign investors.
7. Other documents specified by the relevant law.
Chapter IV OBLIGATIONS of the ORGANIZATION SELLING INDIVIDUAL STOCK article 10. Obligations of the organisation offered when done selling individual shares 1. Within a period of 90 days, before and during the execution of the shares offered for sale individually, the Organization offered for sale was not the ad offered for sale on the mass media, except in the case of disclosure of information according to the law on securities and the relevant legal texts. The disclosure of information not contained the content of advertising nature and touting the stock offered for sale individually.
2. Send the competent State agencies registered record selling individual shares in accordance with article 8 and article 9 of this Decree; modify the additional profile, as required by the competent State agencies before making the offer. The case too 15 days after the deadline prescribed in clause 2 article 7 of this decree that the Organization offered for sale do not receive the opinion of the competent State agencies, the Organization offered for sale was conducted in individual shares offered for sale by registered profile.
3. Provide information about the batch offered for sale to investors as defined in annex II attached to this Decree.
4. The Organization made the offer under the right scheme is registered with the competent State bodies.
5. stock purchase Money shall be transferred to the account of open blockade at commercial banks until the finish offered for sale.
6. Where is the public company, in addition to the provisions in clause 1, 2, 3, 4 and 5 of this article, must comply with the provisions of the law on securities.
Article 11. The obligation of the Organization offered for sale after selling individual shares

1. Within 10 days from the end of the wave of sell, sell organizations have the obligation to submit reports offer batch results and a list of shareholders (in the form prescribed in annex III attached to this Decree) to competent State agencies announced results offered for sale on the website of the organization offering (if available).
2. Use the capital gained from the batch offered for sale under the right scheme has been adopted according to the provisions in clause 2 article 8 of this Decree. The case of change of purpose in use of capital, the Organization offered to publish information about the reason for the change and the decision of the general shareholders meeting or the Board (if the shareholder General Assembly authorized) on the change.
3. Submit to competent State agencies and public financial reports in accordance with the law on accounting.
4. The organisation offered when disclosure of information at the same time must report the competent State authorities about the content of the information published. The publication of information by the legal representative of the business or person authorized to announce the information carried. The legal representative of the enterprise is responsible for the content of information by person authorized to announce the information published.
5. In addition to the obligation to publish information in accordance with this Decree, the Organization offered the obligation of reporting and disclosure of information under the provisions of other relevant laws.
6. After selling individual shares that become public company, selling organization is obliged to register the company as defined in the Securities Law.
7. The organization offered to become public company due to the transfer of shares between shareholders, within 7 days after making the transfer certificate created number of shareholders of the company from the top 100 shareholders as defined in the Securities Law, article 25 obligation: a) notice in writing to all shareholders about becoming public company and design plans registered public company;
b) sent to the competent State agencies plan to register public company and the shareholders list at the time the closest;
c) registration procedures public company within 90 days as stipulated in article 25 and article 26 of the law of securities.
Article 12. Restricted certificate of assignment of shares offered for sale individually 1. The Organization offered for sale not certified the transfer of shares in limited time of assignment according to alternatives offered are registered with the competent State bodies.
2. in case the Organization offered to become public company by selling individually, in the duration of the registration of public company, selling organizations not certified the transfer of shares.
Chapter V HANDLE VIOLATION category 1 PROCESSING RULES VIOLATION, SANCTIONS ADMINISTRATIVE VIOLATIONS and SANCTION AUTHORITY article 13. Processing rule violation 1. The Organization, individuals are violations of the provisions of this Decree and the other provisions of the law related to works offered for sale individually, the stock depending on the nature and extent of the violation that severely disciplined, sanctioning administrative violations or prejudice criminal liability; If the damage is compensated according to the provisions of the law.
2. The sanctioning administrative violations with respect to works offered for sale individually shares made under the provisions of this Decree and the law on the handling of administrative violations.
Article 14. The sanctions administrative violations and remedial measures 1. The Organization, individuals are violations of the provisions of this Decree shall bear one of the following sanctions: a) caution;
b) fines;
2. Depending on the nature and extent of the violation, the organization or individual in violation can also be applied to one or more additional sanctions: a) suspended active duration are offered for sale to individual stock;
b) confiscated all illegal revenues gained from the implementation of violations.
3. In addition to the sanctions provided for in paragraph 1 and paragraph 2 of this article, the organization or individual in violation can be applied one or more of the following remedial measures: a) Forcing the correct observance of the provisions of the law for administrative violations;
b) Forced cancellation, dispute the false information, false information;
c) in the case of investors require, forced withdrawal of shares were offered for sale, deposit or refund the money to buy the shares plus interest on non-term deposits for investors within 30 days from the date of cancellation of waves of selling individual shares.
Article 15. Time penalty time sanctioning administrative violations in the operation of individual stock offered for sale is two years from the date of the administrative offense was made.
Article 16. The authority sanctioning administrative violations in State Agency has the authority under the provisions of article 6 of this Decree are responsible for administrative violations of the sanctions violations of the law on selling individual shares.
Article 17. Procedure for sanctioning of administrative violations of procedures sanctioning administrative violations of selling individual stock are made according to the provisions of the Ordinance on handling administrative violations and other legal texts concerned.
Section 2 ADMINISTRATIVE VIOLATIONS, FINES and SANCTIONS Article 18. Violation of regulations on the profile, the conditions and the Organization offered 1. A fine of 30,000,000 VND to 40,000,000 copper for selling organization and institutions, individual participants, confirmed the record offered for sale have made one of the following violations: a) file offered for sale have the false information, misleading for investors or inaccurate; No full information in accordance with the law;
b) filing offered no deadlines or not replenish, revise the profile offered to competent State agencies as defined in item 2 article 10 of this Decree.
2. A fine of up to 50,000,000 copper copper 40,000,000 for the Organization offered to conduct the stock offered for sale individually when not yet registered with the competent State agencies as prescribed by law.
3. Fine fellow to fellow 70,000,000 50,000,000 for the Organization offered and institutions, individual participants, confirmed the record sell and sell the Organization has done one of the following violations: a) the forge in selling records, causing damage to investors;
b) offered for sale when not meet the conditions offered for sale prescribed in article 8 of this Decree;
c) make improper selling of content offered for sale in the profile offered for sale filed with the competent State agencies;
d) use the capital gained from the batch offered for sale with no proper schemes registered according to the provisions in clause 2 article 8 of this Decree; unless there is a change of purpose in use of capital as defined in clause 2 article 11 of this Decree.
4. Fine fellow to 100,000,000 đồng 70,000,000 to organize selling used deceitful tricks to make selling contrary to provisions of the law.
5. additional sanctions: a) the suspended batch offered for sale within the time limit of thirty days for violations of the provisions of paragraph 3 of this article; suspended in time offered for sale, the Organization offered to fix the violation;
b) forced the cancellation of installments offered if after the deadline to suspend the provisions in point a of this paragraph that the Organization offered still don't fix the violations.
6. Apply remedial measures: a) Forcing the correct observance of the provisions of the law regarding the selling of shares;
b) forced the withdrawal of shares were offered for sale, deposit or refund the money to buy the shares plus interest on non-term deposits for investors, if investors demanded to cancel the order within thirty days from the day the suspended batch offered for sale under the provisions of art. 5 of this Article.
Article 19. Violation of regulations on the reporting and disclosure of information 1. Caution or a fine from 10,000,000 20,000,000 for copper to copper organisations offered no publication information, reports or statements, publication information is not complete, timely, timely as specified in paragraph 3 article 10 or article 11 of this Decree.
2. A fine of 20,000,000 30,000,000 for the copper to copper organisations offered make information disclosure but of which contain misleading content, untrue.
3. Fine fellow to fellow 50,000,000 40,000,000 for organizations selling ads on the mass media about the wave of selling.
4. Apply remedial measures: a) Forcing the correct observance of the provisions of the laws on reporting and disclosure information for violations of the provisions of paragraph 1, paragraph 2 of this Article;
b) Forced cancellation, dispute the false information, false information with respect to the violation of the provisions in paragraph 2 of this Article.
Article 20. Violation of rules regarding certificate of assignment of the shares offered for sale individually 1. A fine from 10,000,000 VND to 30,000,000 VND for the Organization offered for sale and the related implementation certified the transfer of shares in limited time of transfer as stipulated in article 12 of this Decree.
2. Apply remedial measures: Forcing the correct observance of the provisions of the laws on limited time transfer of shares.
Chapter VI article 21 ENFORCEMENT TERMS. Effective enforcement of this Decree in force since 25 February 2010.
Article 22. Implementation 1. The Minister of finance is responsible for guiding the implementation of this Decree.
2. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities, and the Organization, individuals responsible for the implementation of this Decree.