Circular No. 29/2017/TT-BTC amending and supplementing certain articles of Circular No. 202/2015/TT-BTC guiding the listing of securities on the Stock Exchange.

CIRCULAR

Amending and supplementing certain Articles of Circular No. 202/2015/TT-BTCdated December 18, 2015 on listing securitieson the Stock Exchange

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. 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;

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;

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

The Minister of Finance issues this Circular amending and supplementing certain Articles of Circular No. 202/2015/TT-BTC dated December 18, 2015 on listing securities on the Stock Exchange.

Article 1. Amending and supplementing certain Articles of Circular No. 202/2015/TT-BTC dated December 18, 2015 on listing securities on the Stock Exchange as follows:

1. Amending Point b Clause 3 and Point a Clause 4 Article 3 as follows:

a. Amending Point b Clause 3 as follows:

"b. The audit opinion on the equity capital, paid-in registered capital must be an unqualified opinion. In case the audit opinion on the financial statements is a qualified opinion, the exception factor must not be the equity capital item (except for the exception opinion regarding the non-transfer of state capital at state-owned enterprises undergoing shareholding reform) and other significant items affecting the listing conditions such as: cash, inventory, fixed assets, receivables, payables;"

b. Amending Point a Clause 4 as follows:

"a. In case the entity applying for listing is the parent company, the ROE is determined based on the consolidated financial statements, where post-tax profit and equity capital are determined after excluding the interests of non-controlling shareholders. In case there is a change in business form during the year, the post-tax profit is the total post-tax profit of each phase in the year immediately preceding the year of application for listing as determined in the audited financial statements for each phase of operation."

2. Amending Clause 2, Clause 4 Article 4 as follows:

"2. In case a company listed on the Ho Chi Minh City Stock Exchange merges with a company not listed on the Ho Chi Minh City Stock Exchange (including companies listed on the Hanoi Stock Exchange), the merged company may apply for listing on the Ho Chi Minh City Stock Exchange if it meets the conditions stipulated in Points a, c, d, đ, e Clause 1 Article 53 of Decree No. 58/2012/NĐ-CP and has a minimum ROE of 5%. 4. In case all companies being merged are not listed on the Ho Chi Minh City Stock Exchange, the merged company may apply for listing on the Ho Chi Minh City Stock Exchange if it fully meets the conditions stipulated in Clause 1 Article 53 of Decree No. 58/2012/NĐ-CP."

3. Amend Clause 2 of Article 5 as follows:

"2. In case the acquiring company is listed on the Ho Chi Minh City Stock Exchange, and the acquired companies include at least one company not listed on the Ho Chi Minh City Stock Exchange (including companies listed on the Hanoi Stock Exchange), after the merger, the acquiring company may change its listing registration when:

a) Before the merger, both the acquiring company and the acquired companies are listed on the Ho Chi Minh City Stock Exchange and have positive ROE, and the acquired companies not listed on the Ho Chi Minh City Stock Exchange meet the requirements stipulated in Point b Clause 1 Article 53 of Decree No. 58/2012/NĐ-CP, except for the condition of operating under the form of a joint-stock company; or

b) After the merger, the acquiring company has an ROE of 5% or higher, or has a positive ROE that is greater than the ROE of the company in the year immediately preceding the year of the merger;

c) In case these conditions stipulated in Point a or Point b of this Clause are not met, and the additional issued capital does not exceed 50% of the paid-up registered capital (before issuance), then the additional shares issued can only be registered for listing on the Ho Chi Minh City Stock Exchange one (01) year from the date the acquiring company receives the new business registration certificate."

4. Amending Clause 2, Clause 4 Article 6 as follows:

"2. In case a company listed on the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange merges with a company not listed, the merged company may apply for listing on the Hanoi Stock Exchange if it meets the conditions stipulated in Points a, c, d, đ, e Clause 1 Article 54 of Decree No. 58/2012/NĐ-CP and has a minimum ROE of 5%. 4. In case all companies being merged are not listed on both stock exchanges, the merged company may apply for listing on the Hanoi Stock Exchange if it fully meets the conditions stipulated in Clause 1 Article 54 of Decree No. 58/2012/NĐ-CP."

5. Amending Clause 2 Article 7 as follows:

"2. In case the acquiring company is listed on the Hanoi Stock Exchange, and the acquired companies include at least one company not listed, after the merger, the acquiring company may change its listing registration when:

a) Before the merger, both the acquiring company and the acquired companies are listed on the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange and have positive ROE, and the acquired companies not listed meet the requirements stipulated in Point b Clause 1 Article 54 of Decree No. 58/2012/NĐ-CP, except for the condition of operating under the form of a joint-stock company; or

b) After the merger, the acquiring company has an ROE of 5% or higher; or has a positive ROE that is greater than the ROE of the company in the year immediately preceding the year of the merger.

c) In case the conditions stipulated in points a or b of this clause are not met, and the additional capital issuance for exchange results in an increase of no more than fifty percent (50%) of the subscribed registered capital (before issuance), the additional shares issued shall only be listed for supplementary listing one (01) year from the date the company receiving the merger is granted the new business registration certificate.

6. Amend point c of Clause 2 and point c of Clause 3 of Article 9 as follows:

a. Amend point c of Clause 2 of Article 9 as follows:

"c. In case the merging company meets the conditions prescribed in Clause 4 of Article 4 and Clause 4 of Article 6 of this Circular, the listing registration dossier shall be submitted in accordance with the provisions of Clause 1 of this Article."

b. Amend point c of Clause 3 of Article 9 as follows:

"c. Within one (01) month from the date of being granted the new business registration certificate, the company receiving the merger must submit the change listing registration dossier if it meets the listing conditions prescribed in point a of Clause 2 of Article 5 and point a of Clause 2 of Article 7 of this Circular. The dossier includes:

- The change listing registration dossier as prescribed in point a of this clause;

- Annual financial reports audited for two (02) consecutive years prior to the year of the merger (for cases of changing the listing registration at the Ho Chi Minh City Stock Exchange) or one (01) year immediately before the year of the merger (for cases of changing the listing registration at the Hanoi Stock Exchange) of the unlisted merged company;

- A copy of the business registration certificate of the unlisted merged company.

a) Regularly employed teachers working at state-owned training institutions: Apply the salary and allowances currently enjoyed by lecturers and teachers;

"3. In case of compulsory delisting, the stock exchange shall issue a decision on delisting and publish information to the market. Securities subject to delisting may continue to trade for a maximum period of thirty (30) days from the date of the Delisting Decision, except in cases where delisting is for registration of trading on the Upcom trading system due to non-compliance with the listing conditions prescribed in Articles 3, 4, 5, 6, 7, and 8 of this Circular, and in cases of delisting pursuant to point e of Clause 1 of Article 60 of Decree No. 58/2012/ND-CP amended by Clause 20 of Article 1 of Decree No. 60/2015/ND-CP and point c and point g of Clause 1 of Article 60 of Decree No. 58/2012/ND-CP."

8. Add Article 11a following Article 11 as follows:

"Article 11a. Transfer of Listing of Shares

The organization listed must obtain approval from the General Meeting of Shareholders in accordance with corporate laws to transfer the listing of shares from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange or vice versa, and must meet the listing conditions at the intended stock exchange."

9. Amend Appendix No. 02 issued together with Circular No. 202/2015/TT-BTC dated December 18, 2015 guiding the listing of securities on the stock exchange.

Article 2. Repeal point d of Clause 2 of Article 9 of Circular No. 202/2015/TT-BTC dated December 18, 2015 guiding the listing of securities on the stock exchange.

Article 3. Implementation Provisions

1. This Circular takes effect from June 1, 2017. For companies that have submitted valid listing registration dossiers before the effective date of this Circular and meet the listing conditions prescribed in Clause 4 of Article 4 and Clause 4 of Article 6 of Circular No. 202/2015/TT-BTC dated December 18, 2015 guiding the listing of securities on the stock exchange, the listing conditions and the listing registration dossier shall be implemented in accordance with Circular No. 202/2015/TT-BTC dated December 18, 2015 guiding the listing of securities on the stock exchange.

2. The stock exchanges, Vietnam Securities Depository, and related agencies, organizations, and individuals are responsible for implementing this Circular.