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

THE MINISTRY OF FINANCE

CircularNo. 180/2015/TT-BTC dated November 13, 2015 of the Ministry of Finance providing guidance on registration of securities trading on the trading system of 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 providing guidance on 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 providing guidance on the Law on Securities and the Law on amendments to the Law on Securities;

Pursuant to the Government s Decree No. 215/2013/ND-CP dated July 23, 2013 defining the functions, tasks, entitlements and organizational structure of the Ministry of Finance;

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

The Minister of Finance promulgates the Circular providing guidance on registration of securities trading on the trading system of unlisted securities.

Article 1. Scope of regulation and subjects of application

1. This Circular provides guidance on entities, documents and procedures for registration of securities trading of unlisted and delisted public companies at the Stock Exchange.

2. This Circular applies to the following entities:

a) Issuers;

b) Public companies;

c) The Stock Exchange (the SE), the Vietnam Securities Depository (the VSD);

d) Other relevant agencies, organizations, and individuals.

Article 2. Interpretation of terms

Apart from the terms mentioned in the Government s Decree No. 58/2012/ND-CP dated July 20, 2012 providing guidance on the Law on Securities and the Law on amendments to the Law on Securities (hereinafter referred to as the Government s Decree No. 58/2012/ND-CP and 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 (hereinafter referred to as the Government s Decree No. 60/2015/ND-CP), in this Circular, these terms below shall be construed as follows:

1.Trading system of unlisted securities (hereinafter referred to as the Upcom system)means a trading system of unlisted securities organized by the Stock Exchange of Hanoi (the HNX).

2.Securities registered for tradingmean securities of public companies approved for trading in the Upcom system.

3.Trading registrationmeans putting securities of a public company into trading in the Upcom system.

4.Organization registering for tradingis a public company having securities registered for trading in the Upcom system.

5. For the purposes of this Circular, the phrases “company”, “enterprise” and "organization” have the same meaning.

Article 3. Entities and deadlines for trading registration

1. Entities of trading registration

a) Each public company not fully meeting the listing requirements must register for trading in the Upcom system;

b) Each public company not fully meeting the listing requirements but having their securities unlisted at the SE must register for trading in the Upcom system;

c) Each delisted public company fully meeting the requirements for public company must register for trading in the Upcom system (including the case of delisting because the consolidated company or acquired company does not meet the listing requirements);

d) Each state-owned enterprise having public securities offered but having their securities unlisted at the SE must register for trading in the Upcom system.

2. Deadlines for trading registration

a) Within 30 days from the date on which the State Securities Commission (the SSC) issues an official dispatch certifying the registration of the public company as prescribed in Article 34 of the Government s Decree No. 58/2012/ND-CP, the public company must complete the securities registration at the VSD and register for trading in the Upcom system;

b) Within 30 days from the closing day of the public offering, the unlisted issuer must complete the securities registration at the VSD and register for trading in the Upcom system;

c) Within 10 working days from the effective date of the delisting, the SE must cooperate with the VSD in registration of stocks of the delisted company being a public company. Those regulations apply to delisted securities, including mandatory delisting, voluntary delisting and the delisting due to the failure of meeting the listing requirements of the consolidated company or the acquired company;

d) Within 6 months from the date on which the Certificate of Enterprise registration is issued, if the consolidated company from consolidating companies including the listed company fails to meet the listing requirements, it must complete the trading registration.

Article 4. Procedures and application for trading registration

1. For public companies having securities registered at the VSD:

1.1. Each application for trading registration includes:

a) An application form for securities trading registration using the form prescribed in Appendix No. 1 issued herewith)

b) A summary of the company using the form prescribed in Appendix No. 8 issued together with the Government s Decree No. 58/2012/ND-CP;

c) An annual financial statement preceding the year of trading registration that is audited as prescribed and a capital audit report (in case of capital increase in the year of trading registration);

d) A copy of the Certificate of Securities Registration issued by the VSD and a copy of the Notification of registration of the deadline for list of shareholders to register for trading.

1.2. The application for trading registration prescribed in Point 1.1 Clause 1 of this Article shall be made in 1 set of original copies enclosed with 1 set of electronic data (if any) and sent directly or by post to the HNX.

1.3. Within 5 working days from the date on which the satisfactory application is received, the HNX shall issue a Decision on approval for trading registration and conduct the information disclosure. If the application is rejected, they must provide explanation in writing.

2. For public companies having securities unregistered at the VSD:

2.1. Each application for securities trading registration includes:

a) An application for securities registration at the VSD as prescribed in law on registration, depository, clearing and payment of securities;

b) Documents prescribed in Point 1.1. a, 1.1.b and 1.1.c Clause 1 of this Article.

2.2. The documents prescribed in 2.1.a Clause 2 of this Article shall be made in 1 set of original copies enclosed with 1 set of electronic data (if any) and sent directly or by post to the VSD. The documents prescribed in Point 2.1.b Clause 2 of this Article shall be made in 1 set of original copies enclosed with 1 set of electronic data (if any) and sent directly or by post to the HNX.

2.3. Within 5 working days from the date on which the satisfactory application is received, the VSD shall issue a Certificate of Securities Registration to the issuer and send another Certificate of Securities Registration to the HNX. Within 5 working days from the date on which the satisfactory application and the Certificate of Securities Registration is received prescribed in Point 2.1.b Clause 2 of this Article , the HNX shall issue a Decision on approval for trading registration and conduct the information disclosure. If the application is rejected, they must provide explanation in writing.

3. Within 10 days from the date on which the Decision on approval for trading registration, the public company must put stock into trading in the Upcom system.

4. Regarding trading registration prescribed in Point c Clause 2 Article 3 of this Circular, the trading registration of stocks shall be jointly conducted by the SEs and the VSD.

5. When a state-owned enterprise is equitized through the public offering as prescribed in law on equitization, it must send reports and disclose information about the result of the offering, and follow procedures for securities registration and trading registration in the following order:

a) Within 10 days from the closing day of the offering, the enterprise must send report to the SSC and disclose information about the offering’s result and the offering s revenue certified by the commercial bank where its escrow account is opened;

b) Within 3 working days from the date on which the offering’s result is received, the SSC shall send the certification of the offering’s result to the enterprise, the SE and the VSD;

c) Within 60 days from the date on which the certification of the offering’s result issued by the SSC is received, the enterprise must complete the procedures for securities registration at the VSD and register for the trading as prescribed in Clause 2 of this Article.

Article 5. Change of trading registration

1. Cases of change of trading registration:

a) An organization registering for trading splits or consolidates stock, issues additional stock for dividend payment or bonus stock or offers the right to buy shares rights to existing shareholders to increase its charter capital;

b) An organization registering for trading is partial divided or acquired.

2. Procedures and application for change of trading registration

a) Within 30 days from the closing day of the offering, the public company must complete the procedures for change of trading registration of issuing stocks in the public offering and private offering;

b) Each application for change of trading registration includes:

- An application form for change of trading registration using the form prescribed in Appendix No. 2 issued herewith;

- A copy of the Certificate of Securities Registration adjusted by the VSD;

- Documents on change of quantity of registered securities.

c) Within 5 working days from the date on which the satisfactory application is received, the HNX shall issue a Decision on approval for change of trading registration and conduct the information disclosure. If the application is rejected, the HNX must provide explanation in writing.

Article 6. Cancellation of trading registration

1. Securities shall be cancelled the trading registration in the following cases:

a) An organization registering for trading no longer qualifies as a public company under the notice of public company cancellation of the SSC;

b) An organization registering for trading terminates its existence by being required, consolidated, divided, dissolved or bankrupted;

c) An organization registering for trading has its certificate of enterprise registration or establishment and operation license in specialized fields revoked;

d) An organization registering for trading is approved for listing on the SE.

2. The HNX shall issue a Decision on cancellation of trading registration and disclose information.

Article 7. Implementation

1. This Circular takes effect on January 1, 2016, replaces Circular No. 01/2015/TT-BTC dated January 5, 2015 of the Minister of Finance on guidelines for registration of securities trading of unlisted public companies.

2. Within 1 year from the effective date of this Circular, each company being a public company and a public company delisted before the effective date of this Circular, must complete the procedures for trading registration in the Upcom system.

3. Pursuant to this Circular, the HNX shall promulgate Operation regulation with the consent of the SSC.

4. The SEs, the VSD and relevant agencies, organizations, and individuals shall implement this Circular.

For the Minister

Deputy Minister

Tran Xuan Ha