Thông tư 202/2015/TT-BTC

CIRCULAR

GUIDELINE FOR LISTING OF SECURITIES ON STOCK EXCHANGES

Pursuant to the Securities Law dated 29 June 2006;

Pursuant to the Law on amendments and supplements to certain articles of the Securities Law dated 24 November 2010;

Pursuant to the Enterprise law dated 26 November 2014;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments and supplements to the Securities Law.

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated 26 June 2015 on amendments and supplements to certain articles of the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments and supplements to the Securities Law;

Pursuant to the Government’s Decree No. 215/2013/ND-CP dated 23 December 2013 on functions, missions, authority and organizational structure of the Ministry of Finance;

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

Minister of Finance issues the Circular on guideline for listing of securities on stock exchanges.

Chapter I

GENERAL

Article 1. Scope of regulation and regulated entities

1. This Circular provides guideline on requirements, documents and formalities for listing of securities on stock exchanges and for listing changes, delisting and relisting.

2. This Circular shall apply to:

a) Issuers;

b) Publicly trade enterprises;

c) Stock exchanges, Vietnam Securities Depository Center;

d) Other entities concerned.

Article 2. Terminology

Apart from terminologies as defined in the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments and supplements to the Securities Law (hereinafter referred to as the Decree No. 58/2012/ND-CP) and the Government’s Decree No. 60/2015/ND-CP dated 26 June 2015 on amendments and supplements to certain articles of the Decree No. 58/2012/ND-CP (hereinafter referred to as the Decree No. 60/2015/ND-CP) the following words and phrases in this Circular shall be construed as follows:

1. Consolidation refers to two or some enterprises (referred to as consolidating enterprises) consolidating into one new company (referred to as the consolidated company) and terminating the existence of consolidating securities enterprises as per Article 194 of the Enterprise law dated 26 November 2014.

2. Merger means one or some enterprises (referred to as acquired enterprises) merging into another company (referred to as the acquiring securities company) by transferring all assets, legitimate rights, duties and interests to the acquiring company, which terminates the existence of acquired enterprises, as per Article 195 of the Enterprise law dated 26 November 2014.

3. Independent valuation organization is a permitted auditing organization as per Section 4 and Section 5 of this Article, a securities enterprise licensed to perform valuation or a valuation organization as per relevant laws and cannot be an entity related to the valuated organization.

4. Auditing organizations permitted by Ministry of Finance are given permission by the Ministry of Finance to conduct audits and examine financial statements, financial information and reports of public interest entities as per the laws on independent audit of public interest entities.

5. Auditing organizations permitted by State Securities Commission are given permission by the State Securities Commission to conduct audits and examine financial statements, financial information and reports of public interest entities in the sector of securities as per the laws on independent audit of public interest entities.

6. Enterprises facing compulsory delisting are listed enterprises delisted or informed of their susceptibility to delisting by a Stock Exchange according to Section 2 and 3, Article 10 of this Circular.

7. Upcom is a system organized by Hanoi Stock Exchange for trading of unlisted securities.

8. Phrases “enterprise”, “company” and “organization” refer to the same meaning in this Circular.

Chapter II

LISTING OF SECURITIES ON STOCK EXCHANGES

Article 3. General regulation on listing of securities on stock exchanges

1. Securities listing requirements shall be governed by the Decree No. 58/2012/ND-CP and the Decree No. 60/2015/ND-CP as follows:

a) Requirements for securities to be listed on Ho Chi Minh Stock Exchange shall conform to Article 53 of the Decree No. 58/2012/ND-CP as amended by Section 15, Article 1 of the Decree No. 60/2015/ND-CP;

b) Requirements for securities to be listed on Hanoi Stock Exchange shall adhere to Article 54 of the Decree No. 58/2012/ND-CP.

2. The application for listing of securities on a Stock Exchange shall be governed by Article 57 of the Decree No. 58/2012/ND-CP and Section 18, Article 1 of the Decree No. 60/2015/ND-CP composed of:

a) The filled-out form of application for listing of stocks, bonds, public investment fund certificates or public securities investment enterprises' stocks as per Appendix 01 (a), 01 (b), 01 (c) and 01 (d) to this Circular;

b) The prospectus as per Appendix 02, 03 and 04 to this Circular.

3. Information and figures in the documents and prospectus must be in unison with audited financial statements as follows:

a) Financial statements and audit reports on the contributed owner’s equity and charter capital of the organization applying for listing (or changes to listing) must be audited by an auditing organization permitted by the State Securities Commission. Financial statements of organizations involved in consolidation, merger or conversion must be audited according to the laws on independent auditing;

b) The auditor’s opinion on owner's equity and charter capital contributed must be unqualified. If a financial statement bears qualified opinion, limited information must not include the owner's equity and essential items such as cash, inventory, fixed asset, accounts receivable and payable;

c) The consolidated enterprise, acquiring company after the merger or listed enterprise converted can choose to submit the financial statement made upon consolidation, merger or conversion, the quarterly financial statement, the half-year financial statement or the annual financial statement made after consolidation, merger or conversion. The financial statement chosen must be made and audited at the nearest time but not more than six (06) months before the date of the application for listing or changes to listing.

4. Return on equity is the ratio of net profit to average owner’s equity of the enterprise, as follows:

a) If the application for listing is filed by a parent enterprise, its net profit as shown in the consolidated financial statement shall be taken into consideration. The net profit in the year, in which business type was converted, is the sum of net profits from periods of the year immediately preceding the year that the application for listing is filed. Such profits shall be indicated in audited financial statements for each relevant period;

b) Average owner’s equity is the average of starting and ending values of the owner's equity as shown in the audited financial statement. The owner’s equity in the year, in which business type was converted, is the average of starting and ending values of the owner’s equity in relevant periods.

5. For consolidation, merger or stock swap:

a) An independent valuation organization shall verify the swap ratio for enterprises engaging in consolidation, merger or conversion and the method for determination of such ratio. If the rational swap ratio as determined by the independent valuation organization and the expected swap ratio do not reach unanimity, the Board of directors must report in writing to the General shareholders’ meeting for consideration;

b) The enterprise formed by the consolidation, merger or conversion, via stock issuance, of enterprises facing compulsory delisting as per Point h, k, l, m, Section 1, Article 60 of the Decree No. 58/2012/ND-CP can apply for listing or changes to listing upon its satisfaction of requirements for listing of securities on Ho Chi Minh Stock Exchange as per Article 53 of the Decree No. 58/2012/ND-CP and Section 15, Article 1 of the Decree No. 60/2015/ND-CP or requirements for listing of securities on Hanoi Stock Exchange as per Article 54 of the Decree No. 58/2012/ND-CP.

Article 4. Requirements for listing of consolidated enterprises’ securities on Ho Chi Minh Stock Exchange

1. If enterprises listed on Ho Chi Minh Stock Exchange consolidate with each other, the consolidated enterprise can apply for listing on Ho Chi Minh Stock Exchange upon its attainment of a positive ROE and its satisfaction of Point a, c, d, dd, e, Section 1, Article 53 of the Decree No. 58/2012/ND-CP.

2. If an enterprise listed on Ho Chi Minh Stock Exchange consolidates with an enterprise not listed on Ho Chi Minh stock exchange (including those listed on Hanoi Stock Exchange), the consolidated enterprise can apply for listing on Ho Chi Minh Stock Exchange upon its satisfaction of Section 1, Article 53 of the Decree No. 58/2012/ND-CP less these conditions:

a) The enterprise must operate in at least two (02) years as a joint-stock enterprise before the application for listing;

b) Business activities must be profitable in two years immediately preceding the year that the application for listing is filed.

3. If an enterprise consolidated as per Section 1 and 2 of this Article meets requirements for listing on Ho Chi Minh Stock Exchange but does not desire such listing or is not eligible for listing on Ho Chi Minh Stock Exchange but is qualified for listing on Hanoi Stock Exchange, such enterprise can apply for listing on Hanoi Stock Exchange. If the consolidated enterprise is publicly traded or is not listed on both Stock Exchanges, it must register trading through the Upcom system.

4. If consolidating enterprises are not listed on Ho Chi Minh Stock Exchange, the consolidated enterprise in three (03) months from the issue date of the certificate of enterprise registration can apply for listing on Ho Chi Minh Stock Exchange upon:

a) The consolidated enterprise’s satisfaction of Point a, c, d, dd, e, Section 1, Article 53 of the Decree No. 58/2012/ND-CP; and

b) Consolidating enterprises’ satisfaction of Point b, Section 1, Article 53 of the Decree No. 58/2012/ND-CP less the condition that the type of the enterprise is joint stock business.

After the period of three (03) months from the issue date of the certificate of enterprise registration, the consolidated enterprise can apply for listing on Ho Chi Minh Stock Exchange upon its fulfillment of Article 53 of the Decree No. 58/2012/ND-CP.

5. If consolidation as per Section 1, 2, 4 of this Article involves state-funded enterprise(s) and at least 80% of the consolidated enterprise’s charter capital is state-owned, the requirements for listing shall adhere to Section 1, 2, 4 of this Article less the condition on shareholders’ structure as defined in Point d, Section 1, Article 53 of the Decree No. 58/2012/ND-CP.

6. A consolidated enterprise’s listing of bonds shall abide by Section 2, Article 53 of the Decree No. 58/2012/ND-CP A consolidated public fund’s listing of fund certificates shall conform to Section 3, Article 53 of the Decree No. 58/2012/ND-CP as amended by Section 15, Article 1 of the Decree No. 60/2015/ND-CP.

Article 5. Requirements for listing of acquiring enterprises’ securities on Ho Chi Minh Stock Exchange

1. If acquiring and acquired enterprises are listed on Ho Chi Minh Stock Exchange, the acquiring enterprise can apply for post-merger changes to listing on these conditions:

a) Before the merger, the acquiring and acquired enterprises attained positive ROE; or

b) After the merger, the acquiring enterprise attains a positive or higher ROE than such ratio in the year immediately preceding the year that the merger occurs;

c) If requirements in Point a and Point b of this Section are not met, additional stocks issued can only be registered for additional listing on Ho Chi Minh Stock Exchange one (01) year after the acquiring enterprise’s receipt of a new certificate of enterprise registration.

2. If the acquiring enterprise is listed but acquired enterprises are not listed on Ho Chi Minh City Stock Exchange (including those listed on Hanoi Stock Exchange), the acquiring enterprise can apply for post-merger changes to listing on these conditions:

a) Before the merger, the acquiring enterprise attained a positive ROE and acquired enterprises abided by Point b, Section 1, Article 53 of the Decree No. 58/2012/ND-CP less the condition that the type of such enterprises is joint-stock business; or

b) After the merger, the acquiring enterprise attains a minimum ROE at 5% or a positive and higher ROE than such ratio in the year immediately preceding the year that the merger occurs;

c) If requirements in Point a and Point b of this Section are not met and the additional share issued for swap does not increase the actual charter capital by more than 50% (compared with that before the merger), additional stocks issued can only be registered for additional listing on Ho Chi Minh Stock Exchange one (01) year after the acquiring enterprise’s receipt of a new certificate of enterprise registration.

3. If the acquiring enterprise, after completing the merger as per Section 2 of this Article, does not meet requirements in Point a and b, Section 2 of this Article and the additional share issued for swap does not increase the actual charter capital by more than 50% (compared with that before the merger), the acquiring enterprise in six (06) months from the issue date of the new enterprise registration certificate shall be compulsorily delisted from Ho Chi Minh Stock Exchange. However, it can apply for listing on Hanoi Stock Exchange if fulfilling Section 4, Article 7 of this Circular or register trading through the Upcom system without being listed on either of those two stock exchanges.

4. If the acquiring enterprise is not listed on Ho Chi Minh Stock Exchange, it must fulfill requirements in Section 1, Article 53 of the Decree No. 58/2012/ND-CP after the merger. The minimum period of two (02) years of its operation as a joint-stock enterprise thereof shall count upon the formation of the post-merger enterprise.

5. If merger as per Section 1, 2, 4 of this Article involves state-funded enterprise(s) and at least 80% of the acquiring enterprise’s charter capital after the merger is state-owned, the requirements for listing shall adhere to Section 1, 2, 4 of this Article less the condition on shareholders’ structure as defined in Point d, Section 1, Article 53 of the Decree No. 58/2012/ND-CP.

6. The acquiring enterprise’s listing of bonds shall abide by Section 2, Article 53 of the Decree No. 58/2012/ND-CP A post-merger public fund’s listing of fund certificates shall conform to Section 3, Article 53 of the Decree No. 58/2012/ND-CP as amended by Section 15, Article 1 of the Decree No. 60/2015/ND-CP.

Article 6. Requirements for listing of consolidated enterprises’ securities on Hanoi Stock Exchange

1. If enterprises listed on Hanoi Stock Exchange or Ho Chi Minh Stock Exchange consolidate with each other, the consolidated enterprise must attain a positive ROE and fulfill requirements in Point a, c, d, dd, Section 1, Article 54 of the Decree No. 58/2012/ND-CP.

2. If an enterprise listed on Hanoi Stock Exchange or Ho Chi Minh Stock Exchange consolidates with an unlisted enterprise, the consolidated enterprise can apply for listing on Hanoi Stock Exchange upon its satisfaction of Section 1, Article 54 of the Decree No. 58/2012/ND-CP less these conditions:

a) The enterprise must operate in at least one (01) year as a joint-stock enterprise before the application for listing;

b) Business activities must be profitable in one (01) year immediately preceding the year that the application for listing is filed.

3. If the enterprise consolidated as per Section 1 and 2 of this Article is publicly traded but is not eligible for listing, it must register trading through the Upcom system.

4. If consolidating enterprises are not listed on either stock exchanges, the consolidated enterprise in three (03) months from the issue date of the certificate of enterprise registration can apply for listing on Hanoi Stock Exchange upon:

a) Its satisfaction of Point a, c, d, dd, Section 1, Article 54 of the Decree No. 58/2012/ND-CP; and

b) Consolidating enterprises’ satisfaction of Point b, Section 1, Article 54 of the Decree No. 58/2012/ND-CP less the condition that the type of such enterprises is joint stock business.

After three (03) months’ time from the issue date that the certificate of enterprise registration, the consolidated enterprise can apply for listing on Hanoi Stock Exchange upon its fulfillment of Article 54 of the Decree No. 58/2012/ND-CP.

5. If consolidation as per Section 1, 2, 4 of this Article involves state-funded enterprise(s) and at least 85% of the consolidated enterprise’s charter capital is state-owned, the requirements for listing shall adhere to Section 1, 2, 4 of this Article less the condition on shareholders’ structure as defined in Point c, Section 1, Article 54 of the Decree No. 58/2012/ND-CP.

6. The consolidated enterprise’s listing of bonds shall abide by Section 2, Article 54 of the Decree No. 58/2012/ND-CP.

Article 7. Requirements for listing of acquiring enterprises’ securities on Hanoi Stock Exchange

1. If the acquiring enterprise is listed on Hanoi Stock Exchange and the acquired enterprise(s) is (are) listed on a Stock Exchange (in Hanoi or Ho Chi Minh), the acquiring enterprise can apply for post-merger changes to listing on these conditions:

a) Before the merger, the acquiring and acquired enterprises attained positive ROE; or

b) After the merger, the acquiring enterprise attains a positive or higher ROE than such ratio in the year immediately preceding the year that the merger occurs;

c) If requirements in Point a and Point b of this Section are not met, additional stocks issued can only be registered for additional listing on Hanoi Stock Exchange one (01) year after the acquiring enterprise’s receipt of a new certificate of enterprise registration.

2. If the acquiring enterprise is listed on Hanoi Stock Exchange and the acquired enterprise(s) is (are) not listed, the acquiring enterprise can apply for post-merger changes to listing on these conditions:

a) Before the merger, the acquiring enterprise attained a positive ROE and acquired enterprises abided by Point b, Section 1, Article 54 of the Decree No. 58/2012/ND-CP less the condition that the type of such enterprises is joint-stock business; or

b) After the merger, the acquiring enterprise attains a minimum ROE at 05% or a positive and higher ROE than such ratio in the year immediately preceding the year that the merger occurs;

c) If requirements in Point a and Point b of this Section are not met and the additional share issued for swap does not increase the actual charter capital by more than 50% (compared with that before the merger), additional stocks issued can only be registered for additional listing one (01) year upon the acquiring enterprise’s receipt of a new certificate of enterprise registration.

3. If the acquiring enterprise, after completing the merger as per Section 2 of this Article, does not meet requirements in Point a and b, Section 2 of this Article and the additional share issued for swap does not increase the actual charter capital by more than 50% (compared with that before the merger), the acquiring enterprise in six (06) months from the issue date of the new enterprise registration certificate shall be compulsorily delisted by Hanoi Stock Exchange and Vietnam Securities Depository Center, which register the acquiring enterprise's trading through the Upcom system afterwards.

4. If the acquiring enterprise is not listed or is listed on Ho Chi Minh Stock Exchange, it must fulfill requirements in Section 1, Article 54 of the Decree No. 58/2012/ND-CP after the merger. The minimum period of one (01) year of operation as a joint-stock enterprise thereof shall count upon the establishment of the post-merger enterprise.

5. If merger as per Section 1, 2, 4 of this Article involves state-funded enterprise(s) and at least 85% of the acquiring enterprise’s charter capital after the merger is state-owned, the requirements for listing shall adhere to Section 1, 2, 4 of this Article less the condition on shareholders’ structure as defined in Point c, Section 1, Article 54 of the Decree No. 58/2012/ND-CP.

6. The acquiring enterprise’s listing of bonds after the merger shall abide by Section 2, Article 54 of the Decree No. 58/2012/ND-CP.

Article 8. Requirements for listing of stocks issued by a listed enterprise for stock swap with other enterprises or debt conversion with creditors

1. A listed enterprise can apply for additional listing of stocks issued for swap upon its attainment of a minimum ROE at 05% after the swap.

2. If the listed enterprise does not meet the requirement in Section 1 of this Article:

a) If the additional shares issued for swap do not increase the actual charter capital by more than 50% (compared with that before issuance), newly issued stocks shall only be eligible for additional listing one (01) year after the completion of the swap;

b) If the additional shares issued for swap increase the actual charter capital by more than 50% (compared with that before issuance), the listed enterprise shall be compulsorily delisted after the swap and be registered by Stock Exchange(s) and Vietnam Securities Depository Center for trading through the Upcom system.

Article 9. Procedure and application for listing on a Stock Exchange

1. The application for initial listing of stocks:

a) The filled-out form of application for stock listing as per Appendix 01 (a) of this Circular;

b) Documents as defined in Point b, dd, e, g, h, i, k, Section 2, Article 57 of the Decree No. 58/2012/ND-CP as amended by Section 18, Article 1 of the Decree No. 60/2015/ND-CP;

c) The shareholder register made in one (01) month before the submission of the application for listing, enclosed with a list of major shareholders, internal actors, strategic shareholders, individuals connected with internal actors and those entrusted to disclose related information, persons authorized to announce information (quantity, holding ratio, transfer restriction time, if applicable).

If the issuer is a public traded enterprise having registered securities in Vietnam Securities Depository Center, the copy of the notice sent to Vietnam Securities Depository Center on the date of finalization of the shareholder list for establishment of the shareholder register shall be required.

d) The prospectus as per Appendix 02 of this Circular;

2. Before a consolidation, the listed enterprise shall delist according to regulations of the relevant Stock Exchange. After the consolidation, the consolidated enterprise can apply for listing on a Stock Exchange upon its satisfaction of listing requirements as defined in Article 4 and Article 6 of this Circular. The application for stock listing by a consolidated enterprise includes:

a) In case of a consolidated enterprise meeting requirements as per Section 1 and 2, Article 4 and Section 1 and 2, Article 6 in this Circular:

- Documents as defined in Section 1 of this Article;

- Written record(s) of meeting(s) and resolution(s) of the General shareholders' meeting on its approval of the consolidation plan, the copy of the valid contract for consolidation as per the laws, independent valuation organization’s opinions on swap ratio, written explanation(s) and undertaking(s) by the Board of directors on its presentation of differences (if any) between the swap ratio planned and the swap ratio defined by the independent valuation organization to the General shareholders’ meeting for voting;

- Written approvals by competent government authorities of the corporate consolidation (if approval by competent government authorities is required).

b) In six (06) months from the issue date of the enterprise registration certificate, the consolidated enterprise eligible for listing as per Section 1 and 2, Article 4 and Section 1 and 2, Article 6 in this Circular must complete the application procedure for listing on the relevant Stock Exchange. If the said enterprise does not fulfill such procedure in the said time, it must complete the application procedure for trading through the Upcom system in the following six (06) months.

c) In case of a consolidated enterprise satisfying requirements in Section 4, Article 4 and Section 4, Article 6 in this Circular:

- The application for listing as per Point a of this Section;

- The copy of consolidating enterprises’ certificates of enterprise registration.

d) If the consolidated enterprise as stated in Section 4, Article 4 and Section 4, Article 6 in this Circular does not fulfill the application procedure for listing in three (03) months from the issue date of the enterprise registration certificate, it must follow the listing procedure as defined in Section 1 of this Article.

3. The application of changes to stock listing by an acquiring enterprise

a) An acquiring enterprise eligible as per Point a, Section 1, Article 5 and Point a, Section 1, Article 7 in this Circular must submit the application for listing change in one (01) month from the issue date of the new certificate of enterprise registration. Such application includes:

- The written request of listing change as per Appendix 05 of this Circular;

- Copy(ies) of the certificate of registration of securities offering or other documents as issued by the State Securities Commission upon the issuance of additional stocks;

- Written record(s) of meeting(s) and resolution(s) of the General shareholders' meeting on its approval of the merger plan, the copy of the valid merger contract as per the laws, independent valuation organization’s opinions on swap ratio, written explanation(s) and undertaking(s) by the Board of directors on its presentation of differences (if any) between the swap ratio planned and the swap ratio defined by the independent valuation organization to the General shareholders’ meeting for voting;

- Written approvals by competent government authorities of the corporate merger (if approval by competent government authorities is required).

- The audited financial statements of the acquiring and acquired enterprises for the year preceding the year that the merger occurs;

- The audit report on the charter capital contributed after the merger.

b) An acquiring enterprise eligible as per Point b, Section 1 and 2, Article 5 and Point b, Section 1 and 2, Article 7 in this Circular must submit the application for listing change in six (06) months from the issue date of the new certificate of enterprise registration. Such application includes:

- The application for listing change as defined in Point a of this Section, except for the acquiring and acquired enterprises’ yearly or half-year financial statements audited at a nearest time before the occurrence of the merger, and the audited report on owner’s equity.

- The acquiring enterprise’s financial statement made by the auditor immediately after the merger or such enterprise’s quarterly financial statement or half-year financial statement or annual financial statement made after the merger.

- If the acquiring enterprise's ROE after the merger and its ROE in the year preceding the year that the merger occurs is compared, the application for listing change shall include the acquiring enterprise's audited financial statement for the year immediately preceding the year that the merger occurs.

c) An acquiring enterprise eligible as per Point a, Section 2, Article 5 and Point a, Section 2, Article 7 in this Circular must submit the application for listing change in one (01) month from the issue date of the new certificate of enterprise registration. Such application includes:

- The application for listing change as per Point a of this Section;

- The acquired enterprise’s audited financial statements for two (02) years immediately preceding the year that the merger occurs (for changes to listing on Ho Chi Minh Stock Exchange) or for one (01) year immediately preceding the year that the merger occurs (for changes to listing on Hanoi Stock Exchange);

- The copy of the acquired enterprise’s certificate of enterprise registration.

d) An acquiring enterprise eligible as per Point c, Section 1 and 2, Article 5 and Point c, Section 1 and 2, Article 7 in this Circular must submit the following application for listing change in one (01) month following one (01) year’s time after the issue date of the new certificate of enterprise registration:

- The application for listing change as defined in Point a of this Section, except for the acquiring and acquired enterprises’ audited financial statements for the year immediately preceding the year that the merger occurs.

dd) An acquiring enterprise eligible as per Section 4, Article 5 and Section 4, Article 7 in this Circular, after its merger, shall submit the application for listing according to section 1 of this Article.

4. A listed enterprise swapping stocks and meeting requirements as per Section 1, Article 8 of this Circular must apply for additional listing of stocks issued for swap in six (06) months upon the completion of the swap. The application includes:

a) The application for listing change as defined in Section 2, Article 59 of the Decree No. 58/2012/ND-CP as amended by Section 19, Article 1 of the Decree No. 60/2015/ND-CP;

b) The independent valuation organization’s opinions on swap ratio, written explanation(s) and undertaking(s) by the Board of directors on its presentation of differences (if any) between the swap ratio planned and the swap ratio defined by the independent valuation organization to the General shareholders’ meeting for voting;

c) The financial statement made by the auditor immediately after the issuance of stocks for swap or the half-year or annual financial statement made after the swap.

5. The listed enterprise swapping stocks and satisfying Point a, Section 2 of Article 8 must submit the application for listing change as prescribed in Point d, Section 3 of this Article to initiate the additional listing of stocks issued for swap in one (01) month following one year after the date that the swap completes.

6. A publicly traded enterprise must apply for the additional listing of stocks offered in thirty (30) days from the date that the public offering or private placement completes (except for an offering of stocks for swap and merger as per Article 5 and Article 7 and for stock swap or debt conversion as per Article 8 in this Circular). The application for listing change as defined in Section 2, Article 59 of the Decree No. 58/2012/ND-CP as amended by Section 19, Article 1 of the Decree No. 60/2015/ND-CP Procedures shall be governed by Stock Exchanges’ listing regulations.

7. The application for listing of bonds includes:

a) The application for listing of bonds as defined in Point b, c, dd, e, g, h, i, Section 3, Article 57 of the Decree No. 58/2012/ND-CP;

b) The filled-out form of application for listing as per Appendix 01 (b) of this Circular;

c) The prospectus as per Appendix 02 of this Circular;

8. The application for listing of public fund certificates or a public securities investment enterprise’s stocks shall include:

a) The application for listing of public fund certificates or a public securities investment enterprise’s stocks as defined in Point b, c, dd, e, g, h, Section 4, Article 57 of the Decree No. 58/2012/ND-CP as amended by Section 18, Article 1 of the Decree No. 60/2015/ND-CP;

b) The filled-out form of application for listing as per Appendix 01 (c) and Appendix 01 (d) of this Circular;

c) The prospectus as per Appendix 03 and Appendix 4 of this Circular;

9. The application for listing or changes to listing as per this Article shall be delivered in one (01) original written set and one (01) additional set in electronic format by hand or by post to the relevant Stock Exchange.

10. Stock Exchange is responsible for approving or rejecting applications for listing or changes to listing in thirty (30) days upon its receipt of sufficient and valid documents, except for those defined in Section 6 of this Article. Stock Exchange, when rejecting an application, must respond in writing and specify reasons;

11. The organization approved to be listed must place securities in trading in ninety (90) days upon the approval by the relevant Stock Exchange.  The approval by the Stock Exchange shall automatically lose effect after such time limit.

12. A state-owned enterprise privatizing through public offering and being eligible for listing as per Section 1, Article 53 or Section 1, Article 54 in the Decree No. 58/2012/ND-CP must:

a) Fulfill its obligations to report and announce result(s) of offering(s), to register securities and trading through the Upcom system as per the laws on securities with regard to registration of trading through the unlisted public company market system.

b) During its application for trading through the Upcom system, it can simultaneously apply for listing according to Section 1 of this Article.

Article 10. Compulsory delisting

1. Compulsory delisting shall apply according to Section 1, Article 60 of the Decree No. 58/2012/ND-CP as amended by Section 20, Article 1 of the Decree No. 60/2015/ND-CP and upon failure of listing requirements due to consolidation, merger or swap as per Article 4, 5, 6,7, 8 of this Circular.

2. Stock Exchange shall be responsible for informing the listed organization and for publishing information upon the former’s detection of listed securities prone to delisting as per Point a, b, d, dd, h, k, l, m, Section 1, Article 60 of the Decree No. 58/2012/ND-CP Moreover, the listed organization and the fund management enterprise shall be requested to provide specific explanations, if deemed necessary.

3. In case of compulsory delisting, the Stock Exchange shall issue its decision on delisting and announce relevant information to the market. Securities to be delisted can be traded in one (01) more month from the issue date of the delisting decision, except for those delisted to be traded through the Upcom system due to their failure of listing requirements in Article 3, 4, 5, 6, 7, 8 of this Circular.

Article 11. Voluntary delisting

1. Conditions for voluntary delisting shall be governed by Point a, Section 2, Article 60 of the Decree No. 58/2012/ND-CP as amended by Section 20, Article 1 of the Decree No. 60/2015/ND-CP The ratio of voting by non-majority shareholders shall be determined by the number of votes casted by non-majority shareholders as stated in the enterprise's list of shareholders with right to vote in the General shareholders' meeting or the list of shareholders with right to vote through written consultation.

2. The organization applying for delisting as per Section 1 of this Article must submit one (01) application set according to Point b, Section 2, Article 60 of the Decree No. 58/2012/ND-CP by hand or by post to the relevant Stock Exchange, and the plan for settlement of shareholders’ interests after delisting as ratified by the General shareholders’ meeting.

3. Stock Exchange shall make its decision on delisting in fifteen (15) working days upon its receipt of sufficient and valid documents, which include the plan for settlement of shareholders' interests. Stock Exchange, if rejecting the application, must respond in writing and specify reasons.

Article 12. Relisting

1. An organization delisted as per Article 10 and Article 11 of this Circular can only apply for relisting 12 months after the date of delisting if fulfilling requirements in Article 53 of the Decree No. 58/2012/ND-CP as amended by Section 15, Article 1 of the Decree No. 60/2015/ND-CP or in the Article 54 of the Decree No. 58/2012/ND-CP This clause does not apply to those delisted from Hanoi Stock Exchange for approved listing on Ho Chi Minh Stock Exchange or vice versa.

2. The procedure and application for relisting shall be governed by Section 1, Article 9 of this Circular.

Chapter III

ENFORCEMENT

Article 13. Effect

1. This Circular comes into force as of 01 March 2016 and replaces the Circular No. 73/2013/TT-BTC dated 29 May 2013 by Minister of Finance on guidelines for certain articles regarding securities listing in the Government’s Decree No. 58/2012/ND-CP dated 20 July 2012 on details and guidelines for the enforcement of certain articles of the Securities Law and the Law on amendments to the Securities Law.

2. Stock Exchanges, pursuant to this Circular, shall issue professional regulations as approved by the State Securities Commission.

Article 14. Enforcement

Stock Exchanges, Vietnam Securities Depository Center and entities concerned shall be responsible for enforcing this Circular./.