CIRCULAR 93/2005/TT-BTC AMENDS CERTAIN POINTS OF CIRCULAR 60/2004/TT-BTC ON PUBLIC ISSUANCE OF SHARES, SPECIFICALLY THE PROVISIONS ON REGISTRATION DOCUMENTS FOR ISSUANCE AND LIMITATION OF UNDERWRITING LIABILITY.
Scope of application
ISSUING ORGANIZATION, SECURITIES COMPANY, UNDERWRITER, CHAIRMAN OF THE BOARD OF MANAGEMENT, DIRECTOR (GENERAL DIRECTOR) OF THE ISSUING ORGANIZATION, MINISTERS, HEADS OF GOVERNMENTAL AGENCIES AT THE MINISTERIAL LEVEL, HEADS OF GOVERNMENTAL AGENCIES UNDER THE GOVERNMENT, CHAIRMEN OF PEOPLE'S COMMITTEES OF PROVINCES AND MUNICIPALITIES DIRECTLY UNDER THE CENTRAL GOVERNMENT.
Key points
- AN ISSUING ORGANIZATION THAT REGISTERS TO ISSUE AND DISTRIBUTE SHARES TO PAY DIVIDENDS OR TO INCREASE THE REGISTERED CAPITAL BY DISTRIBUTING SHARE AWARDS FROM OWN FUNDS NEEDS TO SUBMIT DOCUMENTS AS PROVIDED IN POINTS A AND B OF CLAUSE 2.2.1 AND A LEGAL SOURCE OF FUNDS EXPLANATION, WITHOUT THE REQUIREMENT TO SUBMIT TAX SETTLEMENT DOCUMENTS.
- AN UNDERWRITER IS PERMITTED TO UNDERWRITE ONE ISSUE WITH A TOTAL VALUE OF SHARES NOT EXCEEDING 30% OF THE UNDERWRITER'S OWN CAPITAL, CALCULATED BASED ON THE MOST RECENT AUDITED FINANCIAL REPORT PRIOR TO THE DATE OF SUBMISSION OF THE APPLICATION.
- THIS CIRCULAR SHALL TAKE EFFECT 15 DAYS AFTER ITS PUBLICATION IN THE OFFICIAL GAZETTE.
🌐 Social impact of this document
- POSITIVE IMPACT: REDUCES THE ADMINISTRATIVE BURDEN ON THE ISSUING ORGANIZATION, MAKING THE PUBLIC ISSUANCE OF SHARES EASIER.
- NEGATIVE IMPACT: MAY LEAD TO HIGHER FINANCIAL RISKS FOR UNDERWRITERS DUE TO THE LIMITATION ON UNDERWRITING LIABILITY.
❓ Frequently asked questions
WHAT DOCUMENTS MUST AN ISSUING ORGANIZATION SUBMIT WHEN REGISTERING TO ISSUE SHARES?
AN ISSUING ORGANIZATION NEEDS TO SUBMIT DOCUMENTS AS PROVIDED IN POINTS A AND B OF CLAUSE 2.2.1 AND A LEGAL SOURCE OF FUNDS EXPLANATION, WITHOUT THE REQUIREMENT TO SUBMIT TAX SETTLEMENT DOCUMENTS.
WHAT PERCENTAGE OF THE TOTAL VALUE OF SHARES CAN AN UNDERWRITER UNDERWRITE?
AN UNDERWRITER IS PERMITTED TO UNDERWRITE ONE ISSUE WITH A TOTAL VALUE OF SHARES NOT EXCEEDING 30% OF THE UNDERWRITER'S OWN CAPITAL.
WHEN DOES THIS CIRCULAR TAKE EFFECT?
THIS CIRCULAR SHALL TAKE EFFECT 15 DAYS AFTER ITS PUBLICATION IN THE OFFICIAL GAZETTE.
WHAT VALUE IS USED TO CALCULATE THE TOTAL VALUE OF SHARES PERMITTED TO BE UNDERWRITTEN?
THE TOTAL VALUE OF SHARES PERMITTED TO BE UNDERWRITTEN IS CALCULATED BASED ON THE ISSUE PRICE.
WHICH ORGANIZATIONS ARE SUBJECT TO THIS CIRCULAR?
THIS CIRCULAR APPLIES TO ISSUING ORGANIZATIONS, SECURITIES COMPANIES, UNDERWRITERS, CHAIRMAN OF THE BOARD OF MANAGEMENT, DIRECTOR (GENERAL DIRECTOR) OF THE ISSUING ORGANIZATION, MINISTERS, HEADS OF GOVERNMENTAL AGENCIES AT THE MINISTERIAL LEVEL, HEADS OF GOVERNMENTAL AGENCIES UNDER THE GOVERNMENT, CHAIRMEN OF PEOPLE'S COMMITTEES OF PROVINCES AND MUNICIPALITIES DIRECTLY UNDER THE CENTRAL GOVERNMENT.
Full text
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MINISTRY OF FINANCE |
SOCIALIST REPUBLIC OF VIETNAM |
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Number: 93/2005/TT-BTC |
Hanoi, October 21, 2005 |
CIRCULAR
Amending Circular No. 60/2004/TT-BTC dated June 18, 2004
of the Ministry of Finance guiding the issuance of shares to the public
Pursuant to Decree No. 77/2003/NĐ-CP dated July 1, 2003 on the functions, tasks, powers, and organizational structure of the Ministry of Finance;
Pursuant to Decree No. 144/2003/NĐ-CP dated November 28, 2003 on securities and the securities market;
In order to resolve difficulties in the issuance of shares to the public, the Ministry of Finance amends certain points of Circular No. 60/2004/TT-BTC dated June 18, 2004 of the Ministry of Finance as follows:
1. Point 2.2.2, Section II is amended as follows:
“2.2.2 In the case where an organization registers for the issuance and distribution of shares to pay dividends or distribute bonus shares to increase the registered capital from its own capital, the registration issuance dossier shall include the documents specified in Points a and b of Clause 2.2.1 above and a statement explaining the lawful source of funds for the additional issuance of such shares; it does not require the issuing organization to submit a tax settlement report.”
2. Point 3.1.2, Section II is amended as follows:
“3.1.2 In the case where an organization purchases all securities of the issuance to resell them, the underwriting organization is only permitted to underwrite one issuance with a total value of shares not exceeding 30% of its own capital. The own capital referred to herein is the own capital reflected in the most recent audited financial report prior to the submission of the dossier, and the value of the shares permitted to be underwritten is calculated based on the issue price.”
This Circular takes effect fifteen days after its publication in the Official Gazette.
Ministers, Heads of ministerial-level agencies, Heads of agencies attached to the Government, Chairmen of Provincial People's Committees under the Central Government, Chairmen of Management Boards, Directors (General Directors) of issuing organizations, securities companies, and Heads of related units are responsible for implementing this Circular./.
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DEPUTY MINISTER
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