Circular No. 112/2008/TT-BTC Amending and Supplementing Circular No. 17/2007/TT-BTC dated March 13, 2007 of the Ministry of Finance guiding the Documents for Registration of Public Offering of Securities

CIRCULAR

Amending and supplementing Circular No. 17/2007/TT-BTC dated March 13, 2007 of the Ministry of Finance guiding the Registration Documents for Public Offering of Securities

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Pursuant to the Securities Law dated June 29, 2006;

Pursuant to Decree No. 14/2007/NĐ-CP dated January 19, 2007 of the Government detailing the implementation of certain provisions of the Securities Law;

The Ministry of Finance hereby guides the amendment and supplementation of Circular No. 17/2007/TT-BTC dated March 13, 2007 guiding the Registration Documents for Public Offering of Securities as follows:

I. Section II is amended and supplemented as follows:

1. Clause 1 Point 1.2 Subpoint c Item 4 is amended as follows:

"- Annual financial statements must be audited by an independent auditing organization that has been approved. The audit opinion on the most recent annual financial statements must express full approval according to Standard on Auditing No. 700 "Audit Report on Financial Statements" issued together with Decision No. 120/1999/QĐ-BTC dated September 27, 1999 of the Minister of Finance. In cases where the audit opinion on the financial statements of the previous year was qualified acceptance, the exception must be immaterial and there must be reasonable documentation explaining the basis for such exception."

2. Clause 1 supplements Points 1.8, 1.9, 1.10 as follows:

"1.8 Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization.

1.9 Consulting contract for public offering of shares with a securities company (except when the issuer is a securities company).

1.10 Reports on the use of funds from the most recent public offering of securities registered with the State Securities Commission (if applicable)."

3. Clause 2 Point 2.1 supplements Subpoint m as follows:

"m) Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization."

4. Clause 2 Point 2.2 supplements Subpoint d as follows:

"d) Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization."

5. Clause 3 supplements Points h and i as follows:

"h) Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization.

i) Consulting contract for the initial public offering of shares with a securities company."

6. Clause 4 supplements Point e as follows:

"e) Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization."

II. Section III is amended and supplemented as follows:

1. Clause 1 supplements Points 1.8, 1.9 as follows:

"1.8 Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization.

1.9 Consulting contract for registration of public offering of bonds with a securities company (except when the issuer is a securities company)."

2. Clause 2 supplements Point 2.13 as follows:

"2.13 Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization."

3. Clause 3 supplements Points 3.6, 3.7 as follows:

"3.6 Legal documents related to land use rights, project approval decisions or specialized opinions on projects using funds raised from the offering (if necessary) and detailed plans for fund utilization.

3.7 Consulting contract for registration of public offering of bonds with a securities company (except when the issuer is a securities company)."

III. Implementation

1. This Circular takes effect fifteen days after its publication in the Official Gazette.

2. During the implementation process, if there are any difficulties, organizations and individuals involved are requested to report them to the Ministry of Finance for study, guidance, and resolution./.