Circular No. 180/2015/TT-BTC guides the registration of securities transactions on the trading system for unlisted securities. This circular specifies detailed requirements regarding the documents, procedures, and demands for public companies wishing to register securities transactions on the Upcom system.
Đối tượng áp dụng
Unlisted public company
Các điểm cốt lõi
- Detailed provisions on the registration documents for securities transactions include the Application for Registration of Securities Transactions, summary information about the company, and a copy of the securities registration certificate.
- The company must ensure that the data in the documents is complete and accurate.
- Provisions concerning changes to the registration of securities transactions when events such as the division or merger of the registered organization occur.
- Within one year from the date this circular takes effect, public companies that were already public and public companies that delisted before this circular took effect must complete the procedures for registering securities transactions on the Upcom system.
- The Hanoi Stock Exchange will issue operational regulations after receiving approval from the State Securities Commission.
🌐 Tác động xã hội từ văn bản này
- Creating conditions for unlisted public companies to trade securities transparently and effectively.
- Protecting investors' rights through ensuring the accuracy and completeness of information about the company registering for transactions.
❓ Câu hỏi thường gặp
Must public companies that have delisted complete the procedures for registering securities transactions on the Upcom system?
Within one year from the date Circular No. 180/2015/TT-BTC takes effect, public companies that had delisted prior to this date must complete the procedures for registering securities transactions on the Upcom system.
What are the necessary documents required for registering securities transactions?
The documents include the Application for Registration of Securities Transactions, summary information about the company, and a copy of the securities registration certificate issued by the Vietnam Securities Depository.
What must the company ensure when submitting the registration documents?
The company must ensure that the data in the documents is complete and accurate, and must not contain false or incomplete information that could harm securities buyers.
What will the Hanoi Stock Exchange do after this Circular takes effect?
The Hanoi Stock Exchange will issue operational regulations after receiving approval from the State Securities Commission.
When does Circular No. 180/2015/TT-BTC take effect?
This circular takes effect from the date of issuance, which is November 13, 2015.
Toàn văn
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MINISTRY OF FINANCE |
SOCIALIST REPUBLIC OF VIET NAM |
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Number: 180/2015/TT-BTC |
Hanoi, November 13, 2015 |
CIRCULAR
GUIDELINES ON REGISTRATION OF SECURITIES TRANSACTIONS ON THE SYSTEM FOR UNLISTED SECURITIES TRADING
Pursuant to the Securities Law dated June 29, 2006;
Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;
Based on the Enterprise Law dated November 26, 2014;
Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;
Pursuant to Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;
Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;
At the proposal of the Chairman of the State Securities Commission;
The Minister of Finance issues this Circular guiding the registration of securities trading on the system for unlisted securities.
Article 1. Scope of Regulation and Applicability
1. This Circular guides the objects, documents, and procedures for registering securities trading of public companies that have not been listed and delisted at the Stock Exchange.
Article 2. This Circular applies to the following entities:
a) Issuer;
b) Public company;
c) Stock Exchange, Vietnam Securities Depository;
d) Other relevant agencies, organizations, and individuals.
Article 2. Interpretation of Terms
In addition to the terms already defined in Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law (hereinafter referred to as Decree No. 58/2012/NĐ-CP) and Decree No. 60/2015/NĐ-CP dated June 26, 2015 amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP (hereinafter referred to as Decree No. 60/2015/NĐ-CP), in this Circular, the following terms shall be understood as follows:
1. Unlisted securities trading system (hereinafter referred to as Upcom system) is the trading system for unlisted securities organized by the Hanoi Stock Exchange.
2. Registered securities for trading are securities of public companies approved for registration for trading on the Upcom system.
3. Registration for trading is the process of listing the securities of public companies for trading on the Upcom system.
4. Registered trading entity is a public company with securities registered for trading on the Upcom system.
The terms "company," "enterprise," and "organization" are used interchangeably in this Circular.
Article 3. Objects and Time Limit for Transaction Registration
1. Objects of Transaction Registration
a) Public companies that do not meet the conditions for listing must register transactions on the Upcom trading system;
b) Public companies that meet the conditions for listing but have not been listed on the Stock Exchange must register transactions on the Upcom trading system;
c) A delisted company must register for trading on the Upcom system if it still meets the conditions of being a public company (including cases where delisting is due to a post-merger or consolidation company not meeting the listing requirements).
d) State-owned enterprises that have issued securities to the public but have not yet been listed on the Stock Exchange must register for trading on the Upcom system.
2. Time Limit for Transaction Registration
a) Within thirty (30) days from the date the Securities Commission issues a letter confirming the completion of the registration of public companies according to Article 34 of Decree No. 58/2012/NĐ-CP, public companies are responsible for completing the registration of their securities at the Vietnam Securities Depository and registering for trading on the Upcom system;
b) Within thirty (30) days from the end of the public offering period, issuers that have not listed their securities must complete the registration of their securities at the Vietnam Securities Depository and register for trading on the Upcom system;
c) Within ten (10) working days from the effective date of delisting, the Stock Exchange is responsible for coordinating with the Vietnam Securities Depository to register trading for the shares of delisted public companies. This provision applies to securities that are delisted, including mandatory delisting, voluntary delisting, and securities delisted due to post-merger or consolidation companies not meeting the listing requirements;
d) Within six (06) months from the date of issuance of the Business Registration Certificate, a consolidated company formed from companies including listed companies, which does not meet the listing requirements after consolidation, must complete the registration for trading procedures.
Article 4. Procedures and Documents for Transaction Registration
1. For public companies that have registered securities at the Vietnam Securities Depository:
1.1. The securities transaction registration documents include:
a) A securities transaction registration application form in accordance with Model 01 attached to this Circular;
b) Summary information about the company in accordance with Model 08 issued together with Decree No. 58/2012/NĐ-CP;
c) Annual financial statements of the year immediately preceding the year of registration for trading, audited in accordance with the law, and audit report on capital (if there is an increase in capital during the year of registration for trading);
d) A copy of the Securities Registration Certificate issued by the Vietnam Securities Depository and a copy of the notification letter sent to the Vietnam Securities Depository regarding the record date for shareholders to register for trading.
1.2. The documents for registering securities trading as stipulated in point 1.1 Clause 1 of this Article shall be prepared in one (01) original set accompanied by one (01) electronic data set (if available), submitted directly or through postal service to the Hanoi Stock Exchange.
1.3. Within five (05) working days from the date of receipt of complete and valid documents, the Hanoi Stock Exchange shall issue a Decision approving the registration for trading and simultaneously publish the information to the market. If rejected, the Hanoi Stock Exchange must respond in writing and specify the reasons.
2. For public companies that have not registered securities at the Vietnam Securities Depository:
2.1. The securities transaction registration documents include:
a) Securities registration documents at the Vietnam Securities Depository in accordance with securities laws on registration, deposit, settlement, and payment of securities;
b) Documents as stipulated in Points a, b, and c of Point 1.1, Clause 1 of this Article.
2.2. The documents specified in item a point 2.1 Clause 2 of this Article shall be prepared in one (01) original set accompanied by one (01) electronic data set (if available), submitted directly or through postal service to the Vietnam Securities Depository. The documents specified in item b point 2.1 Clause 2 of this Article shall be prepared in one (01) original set accompanied by one (01) electronic data set, submitted directly or through postal service to the Hanoi Stock Exchange.
2.3. Within five (05) working days from the date of receipt of complete and valid documents, the Vietnam Securities Depository shall issue a Securities Registration Certificate to the issuer and send the Securities Registration Certificate to the Hanoi Stock Exchange. Within five (05) working days from the date of receipt of the Securities Registration Certificate and complete and valid documents as stipulated in item b point 2.1 Clause 2 of this Article, the Hanoi Stock Exchange shall issue a Decision approving the registration for trading and simultaneously publish the information to the market. If rejected, the Hanoi Stock Exchange must respond in writing and specify the reasons.
3. Within ten (10) days from the date of issuance of the Decision Approving Trading Registration, the public company shall be responsible for listing its shares for trading on the Upcom trading system.
4. In the case of registering transactions as provided for in point c, Clause 2, Article 3 of this Circular, the registration of stock transactions shall be carried out independently by the Stock Exchanges in coordination with the Vietnam Securities Depository.
5. State-owned enterprises that are equitized through public offerings of shares in accordance with the laws on equitization must complete their obligations to report and disclose information about the results of the offering, securities registration, and transaction registration in the following sequence:
a) Within ten days from the end date of the offering, the enterprise is responsible for reporting the State Securities Commission and disclosing information about the offering results, accompanied by confirmation from the commercial bank where the escrow account is opened regarding the amount received from the offering.
b) Within three working days from the date of receiving the report on the offering results, the State Securities Commission sends a notification confirming the offering results to the enterprise, the Stock Exchange, and the Vietnam Securities Depository.
c) Within sixty (60) days from the date of receiving the notification confirming the offering results from the State Securities Commission, the enterprise must complete the procedures for securities registration at the Vietnam Securities Depository and register transactions as stipulated in Clause 2 of this Article.
Article 5. Modification of Trading Registration
1. The cases of changes in transaction registration include:
a) The organization conducting the transaction registration implements the splitting, consolidation of shares, issuance of additional shares for dividends or bonus shares, or rights issues to existing shareholders to increase the charter capital.
b) The organization conducting the transaction registration is split or merges with another business.
2. Documents and procedures for modifying trading registration
a) Public companies are responsible for completing the procedures for changing transaction registration for shares issued in public offerings and private placements within thirty (30) days from the completion date of the offering.
b) The documents for changing transaction registration include:
- A request for modification of trading registration according to the form prescribed in Appendix 02 issued together with this Circular;
- A copy of the Securities Registration Certificate adjusted and issued by the Vietnam Securities Depository.
- Relevant documents related to the modification of the quantity of securities registered for trading.
d) Within five (05) working days from the date of receiving complete and valid documents, the Hanoi Stock Exchange issues a Decision approving the change in transaction registration while simultaneously publishing the information to the market. If rejected, the Hanoi Stock Exchange responds in writing to the public company and specifies the reasons.
) and complete all procedures to list the new securities for trading.
Article 6. Cancellation of Trading Registration
1. Securities will be canceled from trading registration in the following cases:
a) The organization conducting trading registration no longer meets the conditions of being a public company as announced by the State Securities Commission;
b) The organization conducting trading registration ceases to exist due to merger, consolidation, division, dissolution, or bankruptcy;
c) The organization conducting trading registration has its business registration certificate or license revoked in the specialized field;
2. The Hanoi Stock Exchange issues a Decision to cancel the transaction registration and publishes the information to the market.
Article 7. Implementation Provisions
1. This Circular takes effect from January 1, 2016, replacing Circular No. 01/2015/TT-BTC dated January 5, 2015, issued by the Minister of Finance, guiding the registration of transactions of unlisted public companies.
2. Within one (01) year from the date this Circular takes effect, companies that were already public companies and public companies that delisted before the effective date of this Circular must complete the procedures for transaction registration on the Upcom trading system.
3. Based on the provisions of this Circular, the Hanoi Stock Exchange will issue operational regulations after obtaining approval from the State Securities Commission.
4. The Stock Exchanges, the Vietnam Securities Depository, and related agencies, organizations, and individuals are responsible for implementing this Circular.
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Place of Receipt: |
DEPUTY MINISTER |
APPENDIX 01
(Issued together with Circular No. 180/2015/TT-BTC dated November 13, 2015, of the Ministry of Finance guiding
(ISSUED TOGETHER WITH Circular No. 180/2015/TT-BTC dated November 13, 2015, of the Ministry of Finance guiding securities trading registration on the trading system for unlisted securities)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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I. Introduction about the public company requesting trading registration:
1. Full name of the organization requesting trading registration:
2. English name (if any):
3. Abbreviated name (if any):
1. Full name of the organization applying for transaction registration:...
2. English name (if applicable):...
3. Abbreviated name (if applicable):...
4. Registered charter capital:...
5. Contributed charter capital:...
6. Main office address:...
7. Telephone:... Fax:...
8. Place where the account is opened:... Account number:...
or License for establishment and operation number:
Business Registration Certificate number:...issued by...on...
or License for Establishment and Operation number:...issued by...on...
- Main business sector:…Code:…
- Main products/services:…
3. Securities code:
1. Name of security:…
2. Type of security:…
3. Security code:…
4. Par value of security:…VND
5. Number of securities for transaction registration:...securities
1. Copy of the Securities Registration Certificate issued by the Vietnam Securities Depository.
2. Summary information (according to Form 08 of the Appendix issued together with Decree No. 58/2012/NĐ-CP of the Government detailing and guiding the implementation of certain articles of the Securities Law and the Law Amending and Supplementing Certain Articles of the Securities Law).
...................................................................................................................................
3. Other documents (if any).
TRADING REGISTRATION ORGANIZATION
2. Summary information (according to Model No. 08 attached to Decree No. 58/2012/NĐ-CP of the Government detailing and guiding the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law).
3. Other documents (if any).
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APPENDIX 02
APPLICATION FOR CHANGE OF TRADING REGISTRATION
(ISSUED TOGETHER WITH Circular No. 180/2015/TT-BTC dated November 13, 2015, of the Ministry of Finance guiding securities trading registration on the trading system for unlisted securities)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
--------------
APPLICATION FOR CHANGE IN TRADING REGISTRATION
Securities:…(name of security)
2. English name (if any):
I. INTRODUCTION OF THE TRADING REGISTRATION ORGANIZATION
1. Name of the trading registration organization (full name):....................................................................
2. Trading name:…
3. Current charter capital:…
4. Main office address:…
5. Telephone:…Fax:…
6. Account opening place:…Account number:…
7. Legal basis for business activities
- Business Registration Certificate number...dated...month...year...(amended for the...time on...)
- Main business sector:…Code:…
- Main products/services:…
II. SECURITIES SUBJECT TO CHANGED TRADING REGISTRATION:
1. Name of security:…
2. Type of security:…
3. Security code:…
4. Par value of security:…VND
5. Quantity of securities subject to changed trading registration:…
6. Quantity of securities registered for trading after the change in trading registration: …securities.
7. Reason for changing trading registration:…
8. Expected time for trading registration:…
III. RELATED PARTIES (if any):
1. Consulting organization:…
- Main office address:...
- Telephone:…Fax:…
- Website:…
2. Auditing company:…
- Main office address:...
- Telephone:…Fax:…
- Website:…
3. Other related parties:
- Main office address:...
- Telephone:…Fax:…
- Website: ...
IV. COMMITMENTS OF THE TRADING REGISTRATION ORGANIZATION:
We hereby guarantee that the data in this application are complete and true, not false or incomplete data that may cause damage to the securities buyer. We commit to thoroughly study and strictly comply with all securities and securities market laws and accept all forms of handling if we violate the above commitments.
V. ATTACHED DOCUMENTS:
1. A certified copy of the Securities Registration Certificate issued by the Vietnam Securities Depository Center;
2. Decision on the separation, merger of the trading registration organization (in case of separation or merger acceptance);
3. A certified copy of the Business Registration Certificate of the merging trading registration organization (in case of merger acceptance), the separated trading registration organization (in case of separation);
4. Other relevant documents concerning the change in the quantity of securities registered for trading (if any).
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