New decree drafting the 2019 securities regulation
On December 31, 2020, the federal government issued Decree No. 155/2020 / ND-CP (“Decree 155“) drafting the Securities Regulation 2019, which entered into drive on January 1, 2021. A lot of the provisions of Decree 155 comply with Decree No. 58/2012 / ND-CP, Decree No. 60/2015 / ND-CP and Round N ° 162/2015 / TT-BTC, though sure provisions are revised and supplemented to represent a stricter authorized framework, this particular alert will relate to modifications having a major influence on the securities market from Vietnam.
Supply and situation of securities
Supply of shares at a worth beneath par worth by public enterprises
Whereas the providing of shares at a worth beneath par worth has precedents, the shortage of coherent and particular regulation has made any such provide nearly unimaginable for public corporations even when their valuation is beneath par worth. of their actions. Decree 155 particularly offers a clearer authorized framework for such a proposal.
For public gives, along with fulfilling the common circumstances for a further public providing of shares, corporations should set the market worth as the typical reference worth of 60 consecutive buying and selling days instantly previous the time limit of the provide. checklist of shareholders used to acquire the approval of the overall assembly of shareholders for the issuance plan; and have enough extra capital, based mostly on the audited monetary statements for the newest 12 months, to offset the adverse extra ensuing from the issuance of shares beneath par. The final situation is outwardly added to guard the pursuits of current shareholders by avoiding the exploitation of any such provide, which might result in conditions the place the contributed capital is decrease than the share capital.
For the non-public placement of shares, the corporate should meet the common circumstances for personal placement of shares, the identical worth and capital surplus circumstances as these required for a public providing and restrict the members within the non-public placement to strategic buyers.
Supply to the general public of credit score establishments positioned beneath particular supervision
Beforehand, it was unimaginable for credit score establishments positioned beneath particular management (for monetary causes) to situation shares to boost capital as a result of they might not meet the situation of being worthwhile and never having gathered losses within the 12 months instantly previous the recording of this system.
By advantage of decree 155, credit score establishments positioned beneath particular supervision can now proceed to a public provide of shares if the circumstances of a further public provide of shares, except these of curiosity and cumulative losses, are met. Such an exception is critical for the regulation to be practicable as a result of credit score establishments positioned beneath particular supervision are clearly loss-making corporations. Nevertheless, a proposal to extend the share capital have to be authorized by the State Financial institution of Vietnam (the “SBV“), and the circumstances for acquiring this approval should not but prescribed.
Public providing by shareholders of public corporations
By advantage of decree 155, the individuals licensed to make a public provide have been prolonged to all of the shareholders of a public firm.
Providing of shares by restricted legal responsibility corporations with a view to their conversion into joint inventory corporations
The best to situation securities of a restricted legal responsibility firm has been severely restricted as beforehand they have been solely allowed to situation bonds. This has been barely modified by the Firms Act 2020 which permits restricted legal responsibility corporations to situation shares throughout a technique of changing to a joint inventory firm.
Decree 155 additionally offers guidelines guiding the implementation of such a conversion provide. The appliance course of and circumstances are much like these for preliminary public choices as specified within the Securities Regulation 2019, besides that the monetary statements used to find out the phrases of the provide are the monetary statements of an organization to restricted legal responsibility.
Public provide by corporations shaped after reorganization
Decree 155 offers for varied notable modifications and new laws governing the general public providing of shares of an organization that turns into a joint inventory firm on account of particular types of company reorganization, specifically mergers, consolidations and gross sales of enterprise belongings (“restructuring actions”) that change or have a worth equal to or better than 35% of the full worth of the unique enterprise belongings. Firms finishing up restructuring actions have been beforehand required to attend a full 12 months earlier than making a public provide, however beneath Decree 155, an organization is now allowed to make such a proposal inside the 12 months of restructuring actions so long as this firm has a duly audited Professional. forma basic report on monetary data (Báo cáo tổng hợp thông tin tài chính theoquy ước) for the evaluation of the circumstances of such a proposal. The type of the professional forma basic report on monetary data has not but been promulgated.
Public providing of coated bonds
The tactic of providing buy ensures is now modified to be supplied by banks and branches of overseas banks as an alternative of all organizations which can be financially succesful, and ensures of bond settlements by the revenue of the issuer are actually allowed.
Group of the securities market
Itemizing of securities in corporations shaped after reorganization
Decree 155 permits the checklist of corporations included after the reorganization of the corporate instantly after the completion of the restructuring actions, supplied that the brand new entity can situation a basic professional forma report on the monetary data.
Securities itemizing circumstances
As an alternative of setting separate circumstances for every change (i.e. HNX and HOSE), Decree 155 offers basic circumstances for listings of nationwide securities, in addition to unification and complement of a number of elementary circumstances in order that ” an organization is listed on HNX or HOSE, specifically:
- The minimal paid-up share capital have to be a minimum of 30 billion VND;
- The market capitalization have to be a minimum of 30 billion VND;
- Potential corporations have to be listed on UpCOM for a minimum of two (2) years earlier than being listed on HOSE & HNX, except they’ve made a public provide or have been accounted for by the fairness technique; and
- Have a minimum of 15% of the voting shares of the corporate held by a minimum of 100 shareholders who should not main shareholders. (Within the occasion that the share capital is a minimum of 1,000 billion VND, 10% of the shares with voting rights have to be held by non-major shareholders).
Funding circumstances for overseas buyers, organizations with overseas participation in Vietnam inventory market
Decree 155 makes a number of modifications to the remedy of overseas buyers and organizations with overseas participation within the Vietnam inventory market.
The overseas possession ratio of listed corporations will now be decided by the full possession ratio of all shares and capital contribution shares of all overseas buyers and foreign-invested enterprises to the full quantity of share capital as an alternative of being calculated by “the full possession ratio of shares and capital contribution shares with voting rights.” This regulation will restrict the improper issuance of non-voting shares to overseas buyers who had beforehand made it doable to avoid the laws on overseas possession limits.
The speed of overseas possession of state-owned enterprises working in enterprises and industries falling inside the checklist of industries and trades for which the market method relevant to overseas buyers is restricted should adjust to the laws on overseas possession prescribed by this checklist. .
The utmost charge of overseas possession of public enterprises working in corporations and sectors topic to circumstances relevant to overseas buyers who don’t but have particular provisions on the speed of overseas possession is raised from 49% to 50%.
Registration of commitments on registered securities
Decree 155 offers for totally new laws for the recording of expenses on centrally registered securities with the Vietnam Securities Depository and Clearing Company (the “VSDCC“).
Beforehand, the registration of title expenses was made with the Nationwide Company for the Registration of Assured Transactions of the Ministry of Justice (the “NRASTAny further, check-in is as follows:
- For securities that are centrally registered on the VSDCC, the recording of expenses have to be made on the VSDCC in accordance with the relevant securities laws; and
- For different securities, the recording of expenses can be made at NRAST in accordance with the relevant laws on recording of expenses.