Circular No. 13/2019/TT-BTC dated March 15, 2019 of the Ministry of Finance on amendments to the Circular No. 180/2015/TT-BTC dated November 13, 2015 providing guidance on registration of securities trading on trading system for unlisted securities

THE MINISTRY OF FINANCE

CircularNo. 13/2019/TT-BTC dated March 15, 2019 of the Ministry of Finance  on amendments to the Circular No. 180/2015/TT-BTC dated November 13, 2015 providing guidance on registration of securities trading on trading system for unlisted securities

Pursuant to the Law on securities dated June 29, 2006;

Pursuant to the Law on amendments to the Law on securities dated November 24, 2010;

Pursuant to the Law on enterprises dated November 26, 2014;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated June 26, 2015 on amendments to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

Pursuant to the Government’s Decree No.126/2017/ND-CP dated November 16, 2017 on conversion of state-owned enterprises and single-member limited liability companies of which 100% charter capital is held by state into joint-stock companies;

Pursuant to the Government’s Decree No. 87/2017/ND-CP dated July 26, 2017 defining functions, tasks, powers and organizational structure of the Ministry of Finance;

At the request of the Chairman of the State Securities Commission of Vietnam;

The Minister of Finance promulgates a Circular providing amendments to the Circular No. 180/2015/TT-BTC dated November 13, 2015 providing guidance on registration of securities trading on trading system for unlisted securities.

Article 1. Amendments to the Circular No. 180/2015/TT-BTC dated November 13, 2015 providing guidance on registration of securities trading on trading system for unlisted securities

1. To amend Article 1 as follows:

“Article 1. Scope of regulation and subjects of application

1. This Circular provides guidance on entities, documents and procedures for registration, modification and cancellation of registration of securities trading on the trading system for unlisted securities.

2. This Circular applies to:

a) Public companies;

b) Enterprises equitized in the form of public offering;

c) Stock Exchanges and Vietnam Securities Depository;

d) Relevant authorities, organizations and individuals.”

2. To amend Article 2 as follows:

“Article 2. Interpretation of terms

In addition to the terms defined in the Decree No. 58/2012/ND-CP dated July 20, 2012, the Decree No. 60/2015/ND-CP dated June 26, 2015 and the Decree No. 126/2017/ND-CP dated November 16, 2017, for the purpose of this Circular, the following terms are construed as follows:

1.“Upcom trading system”refers to the system for trading of unlisted securities organized by Hanoi Stock Exchange.

2.“Securities registered for trading" refer to securities of public companies, or of enterprises equitized in the form of public offering, which have been registered for trading on the Upcom trading system.

3.“Registration of securities trading"means the act of putting securities of public companies and enterprises equitized in the form of public offering into trading on the Upcom trading system.

4.“Organizations registering for securities trading”are public companies and enterprises equitized in the form of public offering that have their securities registered for trading on the Upcom trading system.

5. The words “company", “enterprise”, and “organization” have the same meaning in this Circular.”

3. To amend Point d Clause 1 Article 3 as follows:

“d) Enterprises that are equitized in the form of public offering in accordance with applicable regulations on equitization and are not yet listed on the Stock Exchange must carry out registration of trading of their securities on the Upcom trading system."

4. To amend Point b Clause 2 Article 3 as follows:

“b) Within thirty (30) days from the end of the public offering as regulated in the Law on securities, public companies that have their securities unlisted must complete procedures for registration of securities at Vietnam Securities Depository and registration of securities trading on the Upcom trading system;”

5. To addPoint dd is added to Clause 2 Article 3 as follows:

“dd) Enterprises that are equitized in the form of public offering in accordance with applicable regulations on equitization and have their securities unlisted on the Stock Exchange shall carry out registration, depositing and registration of securities trading by the deadlines prescribed in Clause 5 Article 4 hereof.”

6. To amendPoint 1.1.c Clause 1 Article 4 as follows:

“c) Audited financial statements of the year preceding the year of submission of the application for registration of securities trading, except the following:

-In case a public company submits an application for securities trading after the conversion of its company type which is made before or within the same year in which the application is submitted, it must submit the audited financial statements of the year preceding the year of application submission of a full period of 12 months before its conversion or before and after its conversion;

-In case a company is delisted because of consolidation, the consolidated company still meets requirements for a public company and such consolidation is completed within the year preceding the year in which the application for registration of securities trading is submitted, the application shall include the audited financial statements of the year preceding the year of application submission (the reporting period consists of less than 12 months) of the consolidated company; If such consolidation is completed within the year in which the application for registration of securities trading is submitted, the audited financial statements of the latest year of consolidating companies shall be submitted;

-In case a state-owned company completes its equitization plan within the same year in which the application for registration of securities trading is submitted, the audited financial statements of the latest year in which it is still a state-owned company shall be submitted;

-In case a state-owned company completes its equitization plan in the year preceding the year in which the application for registration of securities trading is submitted, the application shall include the audited financial statements for the period commencing from the date it officially becomes a joint-stock company to the end of such financial year;

-Other cases are regulated by Hanoi Stock Exchange according to written opinions given by the State Securities Commission of Vietnam.

In case an enterprise has its actually contributed charter capital changed, in addition to financial statements prescribed in this Point, capital audit report must be also submitted."

7. To amendPoint 1.3 Clause 1 Article 4 as follows:

“1.3. Within five (05) business days from the receipt of the application, Hanoi Stock Exchange shall consider the received application and requests for any revisions or modification (where necessary).

Within five (05) business days from the receipt of the complete and valid application, Hanoi Stock Exchange shall issue a decision on approval for registration of securities trading and publish relevant information as prescribed. If an application is refused, Hanoi Stock Exchange shall specify reasons for such refusal in writing.”

8. To amendSub-clause 2.3 Clause 2 Article 4 as follows:

“2.3. Within five (05) business days from the receipt of the application, Vietnam Securities Depository shall consider the received application and requests for any revisions or modification (where necessary).

Within five (05) business days from the receipt of the complete and valid application, Vietnam Securities Depository shall issue the Certificate of securities registration to the public company and also send a copy thereof to Hanoi Stock Exchange. Within five (05) business days from the receipt of the Certificate of securities registration and the complete and valid application as regulated in Point 2.1.b Clause 2 of this Article, Hanoi Stock Exchange shall issue a decision on approval for registration of securities trading and publish relevant information as prescribed. If an application is refused, Hanoi Stock Exchange shall specify reasons for such refusal in writing.”

9. To amendClause 5 Article 4 as follows:

“5. With regard to equitized enterprises as prescribed in Point d Clause 1 Article 3 hereof:

a) In case an enterprise is equitized in association with registration, depositing and registration of securities trading according to the Decree No. 126/2017/ND-CP, regulations in Clause 8 Article 7 of the Circular No. 40/2018/TT-BTC dated May 04, 2018 by the Minister of Finance and relevant legislative documents shall apply.

b) In case an enterprise is equitized in the form of public offering according to the Law on equitization and not subject to Point a of this Clause, procedures and application for registration, depositing and registration of securities trading shall be carried out according to Clause 2 of this Article.

c) The equitized enterprise, after being granted the Certificate of enterprise registration, shall carry out procedures for re-registration of information with Vietnam Securities Depository according to regulations on issuance of ticker symbols, registration and depositing of shares of the equitized enterprise, and send summarized enterprise profiles using the form No. 08 provided in the Appendix enclosed with the Decree No. 58/2012/ND-CP to Hanoi Stock Exchange.

d) The equitized enterprise, after completing procedures for registration of securities trading on the Upcom trading system, must public information in the manner same as that published by a public company.

dd) Hanoi Stock Exchange provides guidance on the trading mechanism and method of equitized enterprises registering for trading in the regulations on organization and management of securities trading of organizations registering for securities trading at Hanoi Stock Exchange upon the approval given by the State Securities Commission of Vietnam”.

10. To amendArticle 5 as follows:

“Article 5. Change of registration of securities trading

1.An organization registering for trading shall carry out procedures for change of registration of securities trading when there is change in the quantity of securities registered for trading on Hanoi Stock Exchange.

2.Application and procedures for change of registration of securities trading:

a) Application for change of registration of securities trading includes:

-The application form for change of registration of securities trading made using the form provided in the Appendix No. 02 enclosed herewith;

-The copy of the amended Certificate of securities registration granted by Vietnam Securities Depository (except the case of change of registration of securities trading due to decreased capital);

-Documents concerning the change of the quantity of securities registered for trading.

b) The organization registering for trading shall submit an application for change of securities trading registration, which includes the documents prescribed in Point a of this Clause, to Hanoi Stock Exchange. In case of offering or issuance of additional shares, the organization registering for trading shall complete procedures for change of securities trading registration in order to register for trading of securities additionally issued within 30 days after the offering or issue of additional shares.

c) Within five (05) business days from the receipt of the complete and valid application, Hanoi Stock Exchange shall issue a decision on approval for change of registration of securities trading and publish relevant information as prescribed. If an application is refused, Hanoi Stock Exchange shall specify reasons for such refusal in writing.

d) If there is an increase in the quantity of securities registered for trading, within five (05) business days from the date on which Hanoi Stock Exchange issues the Decision on approval for change of registration of securities trading, the organization registering for securities trading shall register the date of trading of the increased amount of securities (the trading date must be at least six (06) days after the date on which Hanoi Stock Exchange receives the request from the organization registering for trading and must within thirty (30) days from the date of issue of the Decision on approval for change of registration of securities trading) and complete procedures for putting new securities into trading.”

11. To addPoint dd and Point e to Clause 1 Article 6 as follows:

“dd) The enterprise that is equitized in the form of public offering, registers for trading of securities on Upcom trading system and is granted the Certificate of enterprise registration shall have its registration of securities trading after one (01) year commencing from the date on which it fails to meet either capital or shareholder requirements laid down in Point c Clause 1 Article 25 of the Law on securities or fails to meet both capital and shareholder requirements.

The date on which the equitized enterprise registering for securities trading fails to meet capital requirements is the date on which it carries out procedures for business registration as a joint-stock company and has its charter capital specified in the Certificate of enterprise registration less than VND 10 billion or the date on which its contributed charter capital is less than VND 10 billion as specified in the audited financial statements of the latest year. The date on which the equitized enterprise registering for securities trading fails to meet shareholder requirements is the date on which it has less than 100 shareholders as certified by Vietnam Securities Depository or specified in shareholder book.

e) If the equitized enterprise registering for securities trading on Upcom trading system and granted the Certificate of enterprise registration before the effective date of this Circular fails to meet either capital or shareholder requirements as regulated in Point dd Clause 1 Article 6 hereof, its registration of securities trading shall be cancelled within one (01) year from the effective date of this Circular.

Article 2. Implementation

1.This Circular takes effect on May 01, 2019. In case legislative documents referred to in this Circular are amended or superseded, the new ones shall apply.

2.Hanoi Stock Exchange shall promulgate its operational regulations according to guidance herein and the approval given by the State Securities Commission of Vietnam.

3.The State Securities Commission of Vietnam, the Stock Exchange, Vietnam Securities Depository and relevant authorities, organizations and individuals shall implement this Circular./.

For The Minister

Deputy Minister

Huynh Quang Hai