Circular No. 73/2013/TT-BTC provides detailed guidance on certain provisions regarding the listing of securities under Decree No. 58/2012/NĐ-CP dated July 20, 2012, which details and guides the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law.

CIRCULAR

Detailed guidance on certain provisions regarding stock listing under Decree

 No. 58/2012/NĐ-CP dated July 20, 2012 detailing and guiding the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law.

Based on Decree No. 58/2012/NĐ-CP dated July 20, 2012 detailing and guiding the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law;

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Pursuant to the Securities Law No. 70/2006/QH11 dated June 29, 2006;

BASED ON THE LAW AMENDING AND COMPLEMENTING CERTAIN PROVISIONS OF THE SECURITIES LAW NUMBER 62/2010/QH12 OF NOVEMBER 24, 2010;

Pursuant to Law on Enterprises No. 60/2005/QH11 dated November 29, 2005;

The Minister of Finance hereby issues this Circular to provide detailed guidance on certain provisions regarding stock listing under Decree No. 58/2012/NĐ-CP dated July 20, 2012 detailing and guiding the implementation of certain articles of the Securities Law and the Law amending and supplementing certain articles of the Securities Law.

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

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

This Circular stipulates the conditions for listing shares of joint-stock companies formed through mergers and acquisitions and the registration documents for listing securities at the Ho Chi Minh City Stock Exchange and the Hanoi Stock Exchange.

PART I

GENERAL PROVISIONS

Article 1. Scope and objects regulated

Joint-stock company of the same type

Article 2. Interpretation of Terms

1. means a company with the same form of business organization such as joint-stock companies and limited liability companies. Merger of enterprises

2. refers to the case where two or more joint-stock companies of the same type (hereinafter referred to as the merged companies) merge into a new company (hereinafter referred to as the merging company) by transferring all assets, rights, obligations, and lawful interests to the merging company, while simultaneously ceasing the existence of the merged companies in accordance with Article 152 of the Enterprise Law No. 60/2005/QH11. Acquisition of enterprises

3. refers to the case where one or more joint-stock companies of the same type (hereinafter referred to as the acquired companies) are acquired by another company (hereinafter referred to as the acquiring company) by transferring all assets, rights, obligations, and lawful interests to the acquiring company, while simultaneously ceasing the existence of the acquired companies in accordance with Article 153 of the Enterprise Law No. 60/2005/QH11. 4. The terms "company" and "enterprise" are used interchangeably in this Circular.

CONDITIONS FOR LISTING SHARES OF JOINT-STOCK COMPANIES FORMED AFTER MERGERS AND ACQUISITIONS

Chapter II

JOINT-STOCK COMPANIES FORMED AFTER MERGERS AND ACQUISITIONS

Article 3. Conditions for listing shares on

the Ho Chi Minh City Stock Exchange

of joint-stock companies formed after mergers and acquisitions 1. Listing conditions for shares 1.1. Listing conditions for shares of companies formed after enterprise mergers

a) A company formed after the merger of two (02) or more companies, all of which are listed on the Ho Chi Minh City Stock Exchange, must meet the conditions specified in points a, c, d, đ, e of Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP.

b) A company formed after the merger of two (02) or more companies, including at least one company listed on the Ho Chi Minh City Stock Exchange and at least one company not listed on the Ho Chi Minh City Stock Exchange, must meet the conditions specified in points a, c, d, đ, e of Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP; additionally, the unlisted company must have been operating as a joint-stock company for at least two (02) years up to the time of the formation of the post-merger company; the return on equity (ROE) for the most recent year must be at least five percent (05%) and the business operations of the two (02) consecutive years prior to the merger must have been profitable; there must be no overdue debts exceeding one (01) year; there must be no accumulated losses up to the year of the merger; and it must comply with legal regulations on financial accounting reports.

c) A company formed after the merger of two (02) or more companies, none of which are listed on the Ho Chi Minh City Stock Exchange, must fully meet the conditions specified in Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP.

1.2. Listing conditions for shares of companies formed after enterprise acquisitions

a) In the case where both the acquiring company and the acquired company are listed on the Ho Chi Minh City Stock Exchange, the post-acquisition company must register to change its listing.

b) In the case where the acquiring company is listed but the acquired company is not listed on the Ho Chi Minh City Stock Exchange, the post-acquisition company will register to list additional shares corresponding to the shares swapped from the acquired company when:

b1) The acquired company meets the following conditions: has been operating as a joint-stock company for at least two (02) years up to the time of the formation of the post-acquisition company; the return on equity (ROE) for the most recent year must be at least five percent (05%) and the business operations of the two (02) consecutive years prior to the acquisition must have been profitable; there must be no overdue debts exceeding one (01) year; there must be no accumulated losses up to the year of the acquisition; and it must comply with legal regulations on financial accounting reports.

b2) If the acquired company does not meet the conditions specified above in point b1, then it must have a minimum ROE of five percent (05%) on the audited consolidated financial report of the post-acquisition company or on the audited consolidated interim financial report prepared immediately after the acquisition, or it must have a positive ROE on the audited consolidated financial report prepared immediately after the acquisition that is higher than the ROE on the audited financial report of the most recent year of the acquiring company.

b3) If the acquired company and the ROE of the post-acquisition company do not satisfy these conditions, the additional shares issued (corresponding to the capital of the acquired company) can only be listed one (01) year after the post-acquisition company receives its business registration certificate.

c) In the case where the acquiring company is not listed on the Ho Chi Minh City Stock Exchange, the post-acquisition company must fully meet the conditions specified in Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP.

2. Conditions for listing bonds after mergers/acquisitions

c) In the case where the company being merged into is not listed on the Ho Chi Minh City Stock Exchange, the company formed after the merger must fully meet all conditions prescribed in Clause 1 of Article 53 of Decree No. 58/2012/NĐ-CP.

2. Conditions for listing bonds after consolidation/merger of enterprises

The company formed after merger/acquisition shall register for bond listing in accordance with Clause 2, Article 53 of Decree No. 58/2012/NĐ-CP.

Article 4. Conditions for securities listing on Hanoi Stock Exchange 1.1. Listing conditions for shares of companies formed after enterprise mergers

a) A company formed after the merger of two (02) or more companies, all of which are listed on the Ho Chi Minh City Stock Exchange, must meet the conditions specified in points a, c, d, đ, e of Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP.

b) A company formed after the merger of two (02) or more companies, including at least one company listed on the Ho Chi Minh City Stock Exchange and at least one company not listed on the Ho Chi Minh City Stock Exchange, must meet the conditions specified in points a, c, d, đ, e of Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP; additionally, the unlisted company must have been operating as a joint-stock company for at least two (02) years up to the time of the formation of the post-merger company; the return on equity (ROE) for the most recent year must be at least five percent (05%) and the business operations of the two (02) consecutive years prior to the merger must have been profitable; there must be no overdue debts exceeding one (01) year; there must be no accumulated losses up to the year of the merger; and it must comply with legal regulations on financial accounting reports.

a) A company formed after merger from two (02) or more companies that are all listed on the Hanoi Stock Exchange must meet the conditions stipulated in points a, c, d, đ of Clause 1, Article 54 of Decree No. 58/2012/NĐ-CP.

b) A company formed after merger from two (02) or more companies, at least one of which is listed on the Hanoi Stock Exchange and the other(s) not listed on the Hanoi Stock Exchange, must meet the conditions stipulated in points a, c, d, đ of Clause 1, Article 54 of Decree No. 58/2012/NĐ-CP; additionally, the unlisted company must meet the condition of having operated for at least one (01) year as a joint-stock company up to the time the merged company was granted its business registration certificate; the return on equity (ROE) for the year immediately preceding the merger must be at least five percent (05%); there should be no overdue debts exceeding one (01) year, and no accumulated losses up to the time of the merger; it must comply with legal regulations on financial accounting reports.

c) A company formed after merger from two (02) or more companies that are not listed on the Hanoi Stock Exchange must meet the conditions stipulated in Clause 1, Article 54 of Decree No. 58/2012/NĐ-CP.

b) In the case where the acquiring company is listed but the acquired company is not listed on the Ho Chi Minh City Stock Exchange, the post-acquisition company will register to list additional shares corresponding to the shares swapped from the acquired company when:

a) In the case where the acquiring company is listed on the Hanoi Stock Exchange and the acquired company is also listed on the stock exchange, the company formed after the acquisition must register for changes in listing.

b) In the case where the acquiring company is listed on the Hanoi Stock Exchange and the acquired company is not listed on the stock exchange, the company formed after the acquisition will register for additional listing for the shares swapped from the acquired company when:

b1) The acquired company must meet the condition of having operated for at least one (01) year as a joint-stock company up to the time the merged company was granted its business registration certificate; the return on equity (ROE) for the year immediately preceding the acquisition must be at least five percent (05%); there should be no overdue debts exceeding one (01) year, and no accumulated losses up to the time of the acquisition; it must comply with legal regulations on financial accounting reports.

c) In the case where the acquiring company is not listed on the Ho Chi Minh City Stock Exchange, the post-acquisition company must fully meet the conditions specified in Clause 1, Article 53 of Decree No. 58/2012/NĐ-CP.

2. Conditions for listing bonds after mergers/acquisitions

c) In the case where the acquiring company is not listed on the Hanoi Stock Exchange, the company formed after the acquisition must meet the conditions stipulated in Clause 1, Article 54 of Decree No. 58/2012/NĐ-CP.

2. Conditions for listing bonds after consolidation/merger of enterprises

The company formed after merger/acquisition shall register for bond listing in accordance with Clause 2, Article 54 of Decree No. 58/2012/NĐ-CP.

Chapter III

REGISTRATION DOCUMENTS AND PROCEDURES AT

 STOCK EXCHANGE

Article 5. Registration documents and procedures at the stock exchange

1. Documents for stock listing registration:

1.1. Documents for initial stock listing registration:

a) Documents for stock listing registration in accordance with points b, đ, e, g, h, i, k of Clause 2, Article 57 of Decree No. 58/2012/NĐ-CP;

b) Stock listing registration form according to Model 01 (a);

c) Shareholder register established within one (01) month prior to the submission of the stock listing registration documents, accompanied by a list of major shareholders, internal shareholders, strategic shareholders (quantity, holding ratio, restricted transfer period if applicable), and a list of related parties of major shareholders and internal shareholders;

d) Prospectus according to Model 02.

1.2. Documents for stock listing registration of a company formed after merger:

a) In the case of a company formed after merger from two (02) or more companies that are all listed on the stock exchange:

- Listing registration documents as stipulated in Section 1.1 of this Article, excluding Appendices VI and VII regarding audit reports and financial statements in the prospectus;

- Merger agreement in accordance with the Enterprise Law;

- Approval document from the competent state agency regarding the merger (if required by the competent state agency).

b) In the case of a company formed after merger from two (02) or more companies, at least one of which is listed and the other(s) not listed on the stock exchange:

- Listing registration documents as stipulated in Section 1.1 of this Article, excluding Appendices VI and VII regarding audit reports and financial statements in the prospectus;

- The unlisted company must have an audited annual financial report before the merger date;

- Merger agreement in accordance with the Enterprise Law;

- Approval document from the competent state agency regarding the merger (if required by the competent state agency).

c) In the case of a company formed after merger from two (02) or more companies that are not listed on the stock exchange, the listing registration documents as stipulated in Section 1.1 of this Article.

1.3. Documents for stock listing registration of a company formed after acquisition:

a) In the case of a joint-stock company formed after acquisition as stipulated in points a, b3 of Section 1.2 of Article 3 and points a, b3 of Section 1.2 of Article 4 of this Circular, the change in listing registration documents as stipulated in Clause 2, Article 59 of Decree No. 58/2012/NĐ-CP;

- Approval document from the competent state agency regarding the acquisition (if required by the competent state agency).

b) In the case of a joint-stock company formed after acquisition as stipulated in points b1, b2 of Section 1.2 of Article 3 and points b1, b2 of Section 1.2 of Article 4 of this Circular:

- Listing registration documents as stipulated in Section 1.1 of this Article;

- Both the acquiring and acquired companies must have an audited annual financial report before the acquisition date;

- Acquisition agreement in accordance with the Enterprise Law;

- Consolidated audited financial report of the company formed after acquisition (prepared immediately after the acquisition date);

- Approval document from the competent state agency regarding the acquisition (if required by the competent state agency).

c) In the case of a joint-stock company formed after acquisition as stipulated in point c of Section 1.2 of Article 3 and point c of Section 1.2 of Article 4 of this Circular, the listing registration documents as stipulated in Section 1.1 of this Article.

2. Documents for bond listing registration include:

a) Bond listing registration documents in accordance with points b, c, đ, e, g, h, i of Clause 3, Article 57 of Decree No. 58/2012/NĐ-CP;

b) The listing registration form according to Model 01 (b);

c) The prospectus according to Model 02.

3. The listing registration dossier for public fund certificates and securities investment company stocks includes:

a) The listing registration dossier for public fund certificates and securities investment company stocks in accordance with points b, c, đ, e, g, h Clause 4 Article 57 Decree No. 58/2012/NĐ-CP;

b) The listing registration form according to Model 01 (c) and Model 01 (d);

c) The prospectus according to Model 03 and Model 04.

4. Joint-stock companies formed through mergers in accordance with points a, b Clause 1.1 Article 3; points a, b Clause 1.1 Article 4 must complete the listing registration procedures within three (03) months from the date the joint-stock company formed after the merger receives the business registration certificate.

5. The stock exchange shall specify in detail the procedures for listing securities of companies formed after mergers and acquisitions.

Chapter IV

IMPLEMENTING PROVISIONS

Article 6. Implementation Provisions

This Circular takes effect from July 15, 2013

The prospectus model prescribed in Appendix 02 of this Circular replaces the prospectus model prescribed in Appendix 03 issued together with Decision No. 13/2007/QĐ-BTC dated March 13, 2007 of the Minister of Finance on the prospectus model in the securities issuance registration dossier to the public; the prospectus models prescribed in Appendices 03 and 04 of this Circular replace the prospectus models prescribed for the listing section in Appendices 04 and 05 issued together with the aforementioned Decision.

Article 7. Implementation Organization

Stock exchanges, securities depository centers, listed companies, and related organizations and individuals are responsible for implementing this Circular./.