To list securities on the Hanoi Stock Exchange, a company must meet the conditions below:

Share listing

• Be a joint stock company with a registered paid-up capital of VND30 billion onwards, based on book value, upon registration
• Have at least one year operated as a joint stock company upon registration (except for State-owned enterprises equitized for listing)
• Have return on equity ratio of at least 5% in the year next to the year of listing registration
• Have no overdue payable debt for one year or more, no accumulated loss by the time of listing registration; comply with legal regulations on accounting and financial reporting.
• Have at least 15% of voting shares owned by at least 100 shareholders who are not major shareholders, except for State-owned enterprises which are transformed to joint stock companies under the Prime Minister’s decisions.
• Shareholders are individuals and organizations whose shares are represented by members of the Board of Directors, members of the Supervisory Board, the Director (General Director), the Deputy Director (Deputy General Director) and the Chief Accountant of the company, and major shareholders are related persons with members of the Board of Director, members of the Supervisory Board, the Director (General Director), the Deputy Director (Deputy General Director) and the Chief Accountant of the company must pledge to hold 100% of their shares within six months from the listing date and 50% of these shares in the next six months. Their shares are not included State-owned shares for which they present.

• Have legally eligible listing registration documents

Bond listing

• Be a joint stock company or limited liability company with a paid-up capital of VND10 billion, based on book value at the time of listing registration
• Have an operating profit in the year preceding the year of listing registration
• Bonds issued in the same round have same maturity date
• Have legally eligible listing registration documents

To list securities on the Ho Chi Minh Stock Exchange, a company must meet the conditions below:

Share listing

• Be a joint stock company with a registered paid-up capital of VND120 billion onwards, based on book value, upon registration
• Have at least two years operated as a joint stock company upon registration (except for State-owned enterprises equitized for listing)
• Have return on equity ratio of at least 5% in the two latest years preceding the year of listing registration
• Have no overdue payable debt for one year or more
• Have no accumulated loss by the time of listing registration; comply with legal regulations on accounting and financial reporting
• Publicize all liabilities to the company by member of the Board of Directors, the Supervisor Board, the Director (General Director), the Deputy Director (Deputy General Director), the Chief Accountant, the major shareholders and related persons
• At least 20% of voting shares owned by at least 300 shareholders who are not major shareholders, except for State-owned enterprise which are transformed to joint stock companies under the Prime Minister’s decisions.
• Shareholders are individuals and organizations whose shares are represented by members of the Board of Directors, members of the Supervisory Board, the Director (General Director), the Deputy Director (Deputy General Director) and the Chief Accountant of the company, and major shareholders are related persons with members of the Board of Directors, members of the Supervisory Board, the Director (General Director), the Deputy Director (Deputy General Director) and the Chief Accountant of the company must pledge to hold 100% of their shares within six months from the listing date and 50% of these shares in the next six months. Their shares are not included State-owned shares for which they present.
• Have legally eligible listing registration documents

Bond listing

• Be a joint stock company or limited liability company with a paid-up capital of VND120 billion, based on book value at the time of listing registration
• Have an operating profit in two years preceding the year of listing registration, have no overdue payable debt over one year or more and fulfil financial obligations to the State
• Have at least 100 bondholders in the same issue round
• Bonds issued in the same round have same maturity date
• Have legally eligible listing registration documents

Share offering

• Have a registered paid-up capital of VND10 billion onwards, based on the book value, upon registration
• Have a profit in the year immediately preceding the year of public share offering and have no accumulated loss by the time of offering registration
• Have an issuance plan and a proceeds use plan approved by the General Meeting of Shareholders
• For a public company, have a commitment to list the shares on the stock market within a year from the date of closing the offering approved by the General Meeting of Shareholders

Bond offering

• Have a registered paid-up capital of VND10 billion onwards, based on book value, upon registration
• Have a profit in the year immediately preceding the year of public share offering, have no accumulated loss by the time of offering registration, have no debts overdue for one year or longer
• Have an issuance, a proceeds use plan and a repayment plan approved by the Board of Directors or the Council of Members or the Company Owners
• Have a commitment to fulfill obligations as an issuer to investors on issuing conditions, payment, guarantee of legitimate rights and interests of investors among other conditions

Fund certificate offering

• The total value of registered fund certificates offered to the public is at least VND50 billion
• Have an issuance plan and an investment plan, e.g. investing the proceeds raised.

To issue shares to increase share capital from owner’s equity, a public company must meet the conditions below:

• Have a plan to issue shares to increase share capital from owner’s equity, approved by the General Meeting of Shareholders,
• Have sufficient resources for share offering, including the sources below recorded in the latest audited financial statement
  • Capital surplus
  • Development investment fund
  • Retained/undistributed profit
  • Other funds (if any) used to supplement charter capital as stipulated by law.
• The total value of these sources must be less than the total value of the additional equity capital as per the plan ratified by the General Meeting of Shareholders
• In case the issuer is a parent company that issues shares to increase share capital from capital surplus, development investment fund and other funds, the capital source is based on the financial statement of the parent company
• In case the issuer is a parent company issuing shares to increase share capital from undistributed profit, the issuing value cannot exceed the undistributed profit value based on its consolidate financial statement. If the issuing value is lower than the undistributed profit recorded on the consolidate financial statement but higher than retained profit of the parent company recorded in the financial statement, the issuer can only execute the plan after it has received profits from its subsidiaries under the guidance on profit distribution of the corporate accounting regime

To issue shares in private placement, a public company must meet the conditions below:

• Have a decision of the General Meeting of Shareholders approving the plan for offering the shares and using the fund raised. This plan must specify the purpose, eligible buyers or investor selection criteria, number of investors and expected offering scale.
• The transfer of privately placed shares and convertible bonds is restricted in at least one year dated from the date on which completion of the offering, except for the private equity placement under the employee stock ownership plan (ESOP), the transfer of offered shares of individuals to professional investors, the transfer among professional investors or according to court decisions or inheritance by law
• Six months is a minimum time interval between two share or convertible bond offerings.
• Meet other legal conditions in case the issuer is involved in conditional industries/sectors.
• The issuer is not the parent company of the offered organization or both organizations are not subsidiaries of the same parent company.

Conditions for private placement in exchange for debts of a public company as follows:

• Have an offering decision ratified the General Meeting of Shareholders. This plan must clearly specify the purpose, the number of shares expected to be offered, the list of creditors, the swappable debt value and number of shares swapped for debt to each creditor and the method of determining swap ratio.
• Swapped debts must be stated in the latest audited financial statement or reviewed financial statement and approved by the General Meeting of Shareholders.
• Meet the other legal conditions in case the issuer and/or the creditor involved in conditional industries/sectors.
• The transfer of shares and convertible bonds offered in private placement is restricted in at least one year from the date of completion of the offering, except the ESOP, the transfer of shares from individual to professional investors and the transfer of shares among professional investors, court verdict or inheritance by law
• Six months is a minimum time interval between two share or convertible bond offerings.
• The issuer is not the parent company of the creditor or the issuer and the creditor are not subsidiaries of the same parent company

Conditions to issue shares to swap for shares of non-public joint stock company or offer shares to one or a number of shareholders to swap for shares of the other public company or offer shares to swap for the contributed capital in a limited liability company as follows:

• Have an offering decision approved by the General Meeting of Shareholders. This plan must clearly specify the purpose, the number of shares expected to be offered, the list of investors, the value and number of swappable shares and the number of swapped shares or contributed capital for each investor and the method of determining swap ratio.
• In case the share swap of one or more shareholders determined of another public company, a decision of the General Meeting of Shareholders of the company with swapped shares is required if the number of swapped shares exceeds the number of shares offered as per Clause 11, Article 1 of the Law on Amendments and Supplements to a Number of Articles of the Law on Securities.
• The swapped shares or contributed capital are not subject to transfer restriction at the time of conversion in accordance with the Charter of the Company or relevant legal regulation.
• Meet legal conditions in case the issuer and the company with the swapped shares or contributed capital are involved in conditional industries/sectors and meet legal regulations on economic concentration in case of swap for consolidation and merger;
• The transfer of shares and convertible bonds offered in private placement is restricted in at least one year from the date of completion of the offering, except the ESOP, the transfer of shares from individual to professional investors and the transfer of shares among professional investors, court verdict or inheritance by law
• Six months is a minimum time interval between two share or convertible bond offerings. The company with the shares swapped or capital contributed must have its financial statement audited by the certified auditor. Auditor’s notes signify the whole acceptance, no exception.
• The issuer is not parent company of the company whose shares are swapped or capital contributed; or neither the issuer nor the company are the subsidiaries of the same parent company.

The shares unsold at a public offering are usually handled as follows:

• Abolish all unsold shares
• Offer such shares to other investors, provided that the offer is not more favorable than the initial offering conditions

The public share offering is subject to the following information disclosure conditions:

• Within seven working days from the effective date of the certificate of registration of public share offering, the issuer releases the Notice of Share Offering on electronic or print newspapers with national coverage. The Notice and the Official Prospectus must be posted on the websites of the issuer and of the Stock Exchange where the issuer floats its shares (if any)
• The issuer is obliged to report the offering result to the State Securities Commission and disclose the information pertaining to the result within ten days from the date of completion of the offering.

The report and information disclosure must include:

• Report on the offering result
• Confirmation of the bank where the issuer opens an escrow account for the proceeds got from the offering

There are two cases of divestment in a non-public company: Divestment at the non-public joint stock company and divestment at the 2-member limited liability company.

• Divestment at non-public joint stock company

The equity transfer in unlisted joint stock companies (or listed, registered for trading on the stock market but not traded on the stock exchange) is conducted in the following methods:

• Public auction
  • Ordinary auction is an auction in which there is no restriction on the number of shares and capital contribution to investor at the auction
  • Board lot auction is an auction in which the number of auction shares is determined by one or more lots. Bidders must place the order to buy at least one lot.
• In case this public auction is unsuccessful, a follow-on competitive offer will be made

Competitive offering is a price-competing offering method to transfer the capital of a state-owned enterprise in a joint stock company (after the public auction was unsuccessful or partly completed). The competitive offering comes only when there are at least two investors registering to take part in, submitting valid dossiers and carrying out all required procedures for the competitive offering.

• In case this competitive offering is unsuccessful, a negotiation method will be launched

Negotiation method is a method of transferring State-owned capital through negotiation with investors after the competitive offering is unsuccessful and in case only one investor submits valid dossiers and fulfil all required procedures for the negotiation.

• Divestment in a two or more-member limited liability company

The transfer of capital at a two or more-member limited liability companies will be carried out as follows:

• Offering to sell the divested shares to remaining members of that company in proportion to their holding ratios with the same conditions
• Transferring to non-member investors if the remaining members do not buy all the offered shares or refuse to buy the offered shares within 30 days from the date of offering

The equity transfer in a public company is carried out with the following steps:

• The traded price of equity transferred in a listed joint stock company cannot be lower than the starting price that had been previously announced.
• When the equity transfer is made via share transfer on the stock exchange, the agency representative of the capital ownership sends the documents below to the Stock Exchange to disclose information about the equity transfer:
  • Decision approving of SOE restructuring plan and decision approving capital transfer plan, granted by competent authorities
  • Information disclosure materials
  • Proof of legal ownership of the shares offered, submitted by the representative agency
• The equity transfer in a joint stock company that listed or registered for trading of shares must be made in the order of public auction, competitive offering and negotiation (as applied to nonpublic company)

The following cases are subject to public bidding:

• The offer to buy shares with voting rights and closed-end fund certificates that results in the ownership of 25% or more of outstanding shares and fund certificates of a public company or a closed-end fund.
• Organizations, individuals and related persons holding from 25% or more of voting shares and fund certificates of a public company and a closed-end fund buy 10% or more of outstanding voting shares and fund certificates of such company or fund.
• Organizations, individuals and related persons hold from 25% or more of voting shares and fund certificates of a public company and a closed-end fund continue to buy from 5% to below 10% of voting shares of such company or fund in a period of less than one year from the end of the previous public bidding.