CIRCULAR

AMENDMENTS TO THE CIRCULAR NO. 202/2015/TT-BTC DATED DECEMBER 18, 2015 PROVIDING GUIDANCE ON LISTING OF SECURITIES ON STOCK EXCHANGES

Pursuant to the Law on securities dated June 29, 2006;

Pursuant to the Law dated November 24, 2010 on amendments to the Law on securities;

Pursuant to the Enterprise Law dated November 26, 2014;

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

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated June 26, 2015 on amendments to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012 elaborating and guiding the implementation of the Law on securities and the Law on amendments to the Law on securities;

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Minister of Finance promulgates the Circular providing amendments to the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on stock exchanges.

Article 1. Some articles of the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on stock exchanges are amended as below:

1. Amendments to Point b Clause 3 and Point a Clause 4 Article 3:

a. Amendments to Point b Clause 3:

“b. Audit opinions on owner's equity and charter capital contributed must be unqualified. If a financial statement bears qualified opinions, limited information must not include the owner's equity (excluding limited information about the failure to transfer state capital at state-owned enterprises which are equitized) and other essential items such as cash, inventory, fixed asset, accounts receivable and payable which may influence on listing conditions;”

b. Amendments to Point a Clause 4:

“a. If the application for listing is filed by a parent enterprise, the ROE ratio is determined based on consolidated financial statements, in which the net income and the equity are determined after the deduction of non-controlling interests. 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.”
2. Amendments to Clause 2 and Clause 4 Article 4:

“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 if it satisfies all of requirements mentioned in Points a, c, d, dd, e Clause 1 Article 53 of the Decree No. 58/2012/ND-CP and has an ROE of at least 5%.

4. If consolidating enterprises are not listed on Ho Chi Minh Stock Exchange, the consolidated enterprise can apply for listing on Ho Chi Minh Stock Exchange if it satisfies all of requirements mentioned in Clause 1 Article 53 of the Decree No. 58/2012/ND-CP.”

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“2. If the acquiring enterprise is listed but one of the acquired enterprises is 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 and the acquired enterprise(s) that are listed on Ho Chi Minh Stock Exchange keep positive ROEs and the acquired enterprise(s) which are not yet listed on Ho Chi Minh Stock Exchange satisfy all of requirements in Point b Clause 1 Article 53 of the Decree No. 58/2012/ND-CP, unless it is a joint-stock enterprise; or

b) After the merger, the acquiring enterprise attains a ROE of not less than 5% or a positive ROE that must be higher than its ROE in the year immediately preceding the year in which the merger occurs;

c) If requirements in Points a and b of this Clause are not satisfied and the additional shares issued for swap do make an increase of the actual charter capital by less than 50% (in comparison with that before the merger), the shares additionally 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.”

4. Amendments to Clause 2 and Clause 4 Article 6:

“2. If an enterprise listed on Hanoi Stock Exchange or Ho Chi Minh Stock Exchange consolidates with an enterprise that is not yet listed on Stock Exchange, the consolidated enterprise can apply for listing on Hanoi Stock Exchange if it satisfies all of requirements mentioned in Points a, c, d, dd, e Clause 1 Article 54 of the Decree No. 58/2012/ND-CP and has an ROE of at least 5%.

4. If all of consolidating enterprises are yet listed on either Stock Exchanges, the consolidated enterprise can apply for listing on Hanoi Stock Exchange if it satisfies all of requirements mentioned in Clause 1 Article 54 of the Decree No. 58/2012/ND-CP.”

5. Amendments to Clause 2 Article 7:

“2. If the acquiring enterprise is listed on Hanoi Stock Exchange but the acquired enterprise or any of the acquired enterprises is not yet listed, the acquiring enterprise can apply for post-merger changes to the listing on these conditions:

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b) After the merger, the acquiring enterprise attains a ROE of not less than 5% or a positive ROE that must be higher than its ROE in the year immediately preceding the year in which the merger occurs.

c) If requirements in Points a and b of this Clause are not satisfied and the additional shares issued for swap do make an increase of the actual charter capital by less than 50% (in comparison with that before the merger), the shares additionally issued can only be registered for additional listing on Stock Exchange one (01) year after the acquiring enterprise’s receipt of a new certificate of enterprise registration.”

6. Amendments to Point c Clause 2 and Point c Clause 3 Article 9:

a. Amendments to point c Clause 2 Article 9:

“c. If the consolidated enterprise satisfies all of requirements in Clause 4 Article 4 and Clause 4 Article 6 of this Circular, the application for listing shall conform to regulations in Clause 1 of this Article.”

b. Amendments to point c Clause 3 Article 9:

“c. The acquiring enterprise that satisfies all of eligibility requirements for listing as prescribed in point a Clause 2 Article 5 and point a Clause 2 Article 7 of this Circular must apply for changes to listing within one (01) month as from the receipt of new certificate of enterprise registration. The application includes:

- The application for changes to listing as regulated in Point a of this Clause;

- The audited financial statements for two (02) years preceding the year in which the merger occurs if the application for changes to listing is submitted to Ho Chi Minh City Stock Exchange, or for one (01) year preceding the year in which the merger occurs if the application for changes to listing is submitted to Hanoi Stock Exchange, of the acquired enterprise that is not yet listed;

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7. Amendments to Clause 3 Article 10:

“3. In case of compulsory delisting, the Stock Exchange shall issue a decision on delisting and announce relevant information in the public. Securities which must be delisted may be traded within a maximum duration of thirty (30) days as from the issue date of the delisting decision, except for the cases where securities are delisted to be registered for trading on Upcom trading system because of failure to satisfy listing requirements prescribed in Articles 3, 4, 5, 6, 7 and 8, and where the delisting is made as regulated in Point e Clause 1 Article 60 of Decree No. 58/2012/ND-CP which is amended in Clause 20 Article 1 of Decree No. 60/2015/ND-CP, and Point c, Point g Clause 1 Article 30 of Decree No. 58/2012/ND-CP.”

8. Article 11a is added following Article 11:

“Article 11a. Change to another Stock Exchange

The listed enterprise may move its listed stocks from Hanoi Stock Exchange to Ho Chi Minh Stock Exchange, or vice versa, if such change is approved by the General Meeting of Shareholders in accordance with regulations of the Law on enterprises and it must satisfy all of listing requirements of the Stock Exchange where the listed stocks are moving to."

9. Two appendixes enclosed with the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on Stock Exchanges are amended herein.

Article 2. Point d Clause 2 Article 9 of the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on Stock Exchanges is abrogated.

Article 3. Implementation

1. This Circular shall take effect as of June 01, 2017. In case the consolidated enterprise that has satisfied all of listing requirements in Clause 4 Article 4 and Clause 4 Article 6 of the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on Stock Exchanges has legally submitted the application for listing before the date of entry into force of this Circular, listing requirements and application for listing shall be governed by regulations in the Circular No. 202/2015/TT-BTC dated December 18, 2015 providing guidance on listing of securities on Stock Exchanges.

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PP MINISTER
DEPUTY MINISTER




Tran Xuan Ha