Clause 1, Article 32, Law on Securities No. 54/2019/QH14 specifies that a joint stock company will become a public company in one of the following cases:

a) The company has a contributed charter capital of at least 30 billion VND and at least 10% of the voting shares are being held by at least 100 non-majority shareholders;

b) The company has successfully made its initial public offering registered with the State Securities Commission of Vietnam (SSC) as stated in Clause 1 Article 16 of this Law.

Article 8, Circular 118/2020/TT-BTC states that a company will have its public company status in case it fails to meet mandatory conditions as a result of reorganization, dissolution or bankruptcy in the following cases:

1. Cancelling the public company status due to division, consolidation, merger, dissolution or bankruptcy:

a) The public company shall submit reports and disclose information regarding its reorganization, dissolution or bankruptcy in accordance with regulations on information disclosure on securities market;

b) After the legal status of the public company is updated on the national enterprise registration database or the court issues a decision to declare bankruptcy, the State Securities Commission of Vietnam (SSC) shall consider and announce the delisting of the public company on its media.

2. Cancelling the public company status in case of revocation of enterprise registration certificate:

a) The public company whose enterprise registration certificate is revoked shall submit reports and disclose information in accordance with regulations on information disclosure on securities market;

b) The SSC shall consider cancelling the public company status within 180 days from the receipt of the report on the revocation of the enterprise registration certificate;

c) Upon the end of the time limit specified in Point b of this Clause, the SSC shall announce the cancellation of the public company status on its media.

3. Cancelling the public company status due to partial division or takeover:

a) Procedures and application for cancelling the public company status in case of partial division or takeover shall comply with Article 38 and Article 39 of the Law on Securities;

b) The SSC shall notify the company of its public company status cancellation within 15 days from the receipt of its adequate and valid application, and also announce the cancellation on its media.

4. Cancelling the public company status due to conversion of a joint stock company into a limited liability company:

a) The public company with an enterprise registration certificate, licensed to convert the business type, is obliged to submit reports and disclose information as per regulations on information disclosure on securities market;

b) After receiving reports and information disclosed as prescribed in Point a of this Clause, the SSC shall consider and announce the cancellation of the public company status on its media.

Clause 33, Article 4, Law on Securities  2019 specifies: “33. Securities registration means the registration of information about the issuer, its securities and holders”

Securities registration is currently governed by:

- Decree 155/2020/ND-CP on instructions on the Law on Securities (Chapter IV)

- Circular 119/2020/TT-BTC on registration, depository, clearing and settlement of securities transactions issued by the Minister of Finance (Chapter II).

Clause 1, Article 109, Decree 155/2020/ND-CP dated December 31, 2020 specifies conditions for stock listing:

a) Be a joint stock company whose contributed charter capital at the time of listing application is at least 30 billion VND according to the latest audited financial statement and its net worth is at least 30 billion VND according to weighted mean of buying price of shares in the latest public offering as prescribed by this Decree, or the average reference price of shares traded on UPCOM over the last 30 sessions before the application is submitted or the weighted mean of buying price in the first offering of the equitized enterprise.

b) Be approved for stock listing by its General Meeting of Shareholders (GMS); shares have been traded on UPCOM for at least 02 years unless the applicant has made public securities offering or equitized;

c) ROE of the year preceding the application year shall be at least 5% and the business performance of 02 years preceding the application year is profitable; there are no debts that have been overdue for more than 01 year as of the application date; there is not accumulated loss according to the latest audited annual financial statement or reviewed mid-year financial statement in case the application is submitted after ending date of the period covered by the mid-year financial statement;

d) Unless the company is equitized, the applicant shall have at least 15% of voting shares being held by at least 100 shareholders other than major shareholders; in case its charter capital is at 1000 billion VND or over, the ratio shall be 10%;

dd) Shareholders that are individuals and organizations represented by Chairman of the Board of Directors, members of the Board of Directors, Chief Controller, Controllers, General Director/Director, Deputy Director/Deputy General Director, Chief Accountant, Financial Director and people holding equivalent managerial positions shall have commitment to keep holding 100% of the shares they are holding for 06 months from the first trading date of on the Stock Exchange and 50% of these shares for the next 06 months, not including the state-owned shares owned by these individuals;

e) The company and its legal representative have not face penalties for 02 years before the application date for the violations specified in Article 12 of the Law on Securities;

g) Hire a securities company that provides listing advisory services, unless the applicant is a securities company itself.

According to Clause 1, Article 120, Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing some articles of the Law on Securities, shares of a public company shall be delisted in one of the following cases:

a) The listed organization has its public company status cancelled by the State Securities Commission of Vietnam (SSC);

b) The listed organization suspends or is suspended from its main business operations for at least 01 year;

c) The listed organization has its Certificate of Enterprise Registration or operation license revoked;

d) The listed organization’s shares are not traded at the Stock Exchange for 12 months;

d) Shares are not put into trading within 90 days from the day on which listing is approved by the Stock Exchange;

e) The listed organization incurs losses in 03 consecutive years or total cumulative loss exceeds the charter capital contributed in reality or has a negative equity in the latest audited annual financial statement;

g) The listed organization ceases to exist due to re-organization, dissolution or bankruptcy;

h) The auditing organization refuses to audit or has adverse opinions or refuses to offer opinions about the latest annual financial statement of the listed organization or has qualified opinions about the annual financial statements of 03 consecutive years;

i) The listed organization submits its annual financial statements behind schedules for 3 consecutive years;

k) The SSC and/or the Stock Exchange discover that the listed organization uses fraudulent documents in the application for listing;

l) The listed organization commits violations specified in Clauses 1, 2, 3 and 7 Article 12 of the Law on Securities;

m) The listed organization is suspended or banned from operating in its main business lines;

n) The conditions for listing after merger, partial division or restructuring are not fully satisfied; the organization does not apply for listing or continued listing or altered listing on schedule after its merger, partial division or restructuring;

o) The listed organization fails to fulfill its obligation to disclose information, fails to fulfill its financial obligations to the Stock Exchange and other cases in which compulsory delisting is deemed necessary by the Stock Exchange or the SSC in order to protect interests of investors.

According to Clause 3, Article 3, Decree No. 155/2020/ND-CP specifies: “3. “treasury shares” are shares issued and repurchased by the same joint stock company.”

According to Clause 1, Article 36, Law on Securities  2019, a public company shall satisfy the following requirements to repurchase its own shares:

a) Have a decision of the General Meeting of Shareholders to approve the share repurchase to reduce its charter capital and a repurchase plan which specifies the repurchase quantity, time and price;

b) Have sufficient funds to repurchase its shares from the following sources: share premium, development investment funds, undistributed profit after tax, other equity funds used for charter capital increase as prescribed by law;

c) Have a securities company assigned to carry out the transaction, unless the repurchasing company is a member of the Vietnam Stock Exchange;

d) All conditions are satisfied if the public company has conditional business lines;

dd) It is not the case specified in Clause 3 of this Article.

According to Clause 7, Article 36, Law on Securities 2019, a securities company or public company that repurchases its own shares may sell the shares right after they are repurchased in the following cases

a) The repurchase is meant to fix a transaction error or is an odd lot buyback;

b) The public company repurchases odd lot shares under a scrip issue or plan for share issue from equity;

c) The share repurchase is requested by the company’s shareholders.

Clause 1, Article 35, Law on Securities No. 54/2019/QH14 stipulates: In the following cases, tender offer is mandatory and has to be registered with the State Securities Commission of Vietnam (SSC):

a) The purchase of outstanding voting shares or closed-end fund certificates by an organization or individual and their related persons defined in Points a, b, c, d, e and g Clause 46 Article 4 of Law on Securities No. 54/2019/QH14 will directly or indirectly lead to ownership of at least 25% of the voting shares of a public company, or at least 25% of the outstanding fund certificates of a closed-end fund;

b) The organization or individual and their related persons defined in Points a, b, c, d, e and g Clause 46 Article 4 of Law on Securities No. 54/2019/QH14 that are holding at least 25% of the voting shares of a public company, or at least 25% of the outstanding fund certificates of a closed-end fund wish to hold at least 35%, 45%, 55%, 65%, 75% of voting shares of a public company or outstanding fund certificates of a closed-end fund;

b) Except otherwise all voting shares of a public company or outstanding fund certificates of a closed-end fund have been bid for, the organization or individual and their related persons defined in Points a, b, c, d, e and g Clause 46 Article 4 of Law on Securities No. 54/2019/QH14 that are holding at least 80% of voting shares of a public company or outstanding fund certificates of a closed-end fund shall buy the shares or fund certificates being held by the remaining shareholders or investors within 30 days at the same offered price and with the same payment method in the tender offer.

Clause 2, Article 35, Law on Securities No. 54/2019/QH14 states: Public offering is not mandatory to the entities mentioned in Clause 1, Article 35 in the following cases:

a) The purchase of shares or closed-end fund certificates results in the holdings specified in Clause 1 of this Article under an issuance plan approved by the General Meeting of Shareholders of the public company or the representative board of the closed-end fund;

b) The acquisition of voting shares or outstanding closed-end fund certificates results in the holdings specified in Clause 1 of this Article as approved by the General Meeting of Shareholders of the public company or the representative board of the closed-end fund. In these cases, the General Meeting of Shareholders or representative board of the closed-end fund shall identify the transferors and transferees;

c) The transfer of shares between groups of companies, including business corporations, general companies, parent companies and subsidiaries does not result in cross ownership defined by the Law on Enterprises;

d) Organizations and individuals holding shares acquired through auction of publicly offered securities or offering upon transfer of state capital or a state-owned enterprise’s stakes in another enterprise;

dd) Organizations and individuals holding shares acquired through division, acquisition or consolidation of enterprises;

e) Giveaway, inheritance of shares or closed-end fund certificates;

g) Transfer of shares or closed-end fund certificates under an effective court judgment, court decision or arbitral decision.

Clause 1, Article 3, Decree  126/2017/ND-CP specifies that: “equitized enterprise” is any enterprise mentioned in Clause 2 and Clause 3 Article 2 of this Decree and converted into the JSC in accordance with this Decree.

Clause 2 and Clause 3, Article 2, Decree  126/2017/ND-CP stipulates that: State-owned enterprises include: “a) Wholly state-owned single-member limited liability companies that are parent companies of state-owned economic groups, parent companies of state corporations (including state-owned commercial banks) or parent companies in groups of parent companies and subsidiaries; b) Wholly state-owned single-member limited liability companies; c) Wholly state-owned enterprises that have not been converted into single-member limited liability companies. 3. Single-member limited liability companies with 100% of charter capital invested by state-owned enterprises (hereinafter referred to as “level II enterprises”).

Article 22, Decree  126/2017/ND-CP is amended by Clause 11, Article 1, Decree 140/2020/ND-CP on business valuation methods:

1. The consulting firm determining business value shall be entitled to select appropriate methods to determine the business value in accordance with regulations of law on prices and make sure that each equitized enterprise applies at least two different methods for determining the business value, which are subject to approval by the representative authority.

2. The business value and the state capital value of the business determined and published shall not be lower than that determined according to the asset-based method mentioned in Section 2 this Chapter.

Article 141 Decree 155/2020/ND-CP dated December 31, 2020 on Responsibility to notify foreign ownership ratio in a public company:

1. The public company shall determine its business lines and notify the foreign ownership ratio therein within 07 working days from the day on which the public company registration is confirmed by the State Securities Commission of Vietnam (SSC).

2. The public company shall determine its business lines and maximum foreign ownership ratio therein in accordance with Clause 1, Article 139 of this Decree.

3. In case the public company has not notified the maximum foreign ownership ratio as prescribed in Article 142 of this Decree, it must be done before submission of the application for listing, registration, offering, issuance of securities, public offering of shares by shareholders of the public company.

4. The public company shall notify the change in foreign ownership ratio within 30 days from the occurrence of any of the following events:

a) Changes to business lines that lead to changes to the maximum foreign ownership ratio in the company;

b) Changes to regulations of law on foreign ownership ratio in the business lines of the company;

c) Changes to maximum foreign ownership ratio in the public company specified in its Charter.