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| THE MINISTRY OF FINANCE | SOCIALIST REPUBLIC OF VIET NAM |
| No. 13/2007/QD-BTC | Hanoi, March, 13 2007 |
ISSUING MODEL PROSPECTUS IN APPLICATION FILES FOR REGISTRATION OF A PUBLIC OFFER OF SECURITIES OR FOR REGISTRATION OF SECURITIES LISTING ON THE STOCK EXCHANGE/SECURITIES TRADING CENTRE
THE MINISTER OF FINANCE
Pursuant to the Law on Securities 70/2006/QH11 dated 29 June 2006;
Pursuant to Decree 14/2007/ND-CP dated 19 January 2007 on implementation of a number of articles of the Law on Securities;
Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on the function, duties, powers and organizational structure of the Ministry of Finance;
Upon the proposal of the Chairman of the State Securities Commission,
DECIDES:
Article 1.- To issue with this Decision the model prospectus in application files for registration of a public offer of securities or for registration of securities listing on the Stock Exchange or a Securities Trading Centre, comprising:
1. Model prospectus for a public offer of securities, Appendix 1 issued with this Decision.
2. Model prospectus for a public offer of bonds, Appendix 2 issued with this Decision.
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4. Model prospectus for a public offer of investment fund certificates, Appendix 4 issued with this Decision.
5. Model prospectus for a public offer of securities by a securities investment company listed on the Stock Exchange, Appendix 5 issued with this Decision.
FOR THE MINISTER
DEPUTY MINISTER
Tran Xuan Ha
MODEL PROSPECTUS FOR A PUBLIC OFFER OF SHARES
(Issued with Decision 13-2007-QD-BTC dated 13 March 2007 of the Minister of Finance)
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THE FACT THAT THE STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF REGISTRATION OF THIS PUBLIC OFFER OF SHARES ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE SHARES. ANY ANNOUNCEMENT CONTRARY TO THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
COMPANY: ABC
(Business Registration Certificate number... issued by…………………………………….…. dated……..)
PUBLIC OFFER OF SHARES
(Offer Registration Certificate number… /DKCB issued by the Chairman of the SSC dated ..............)
PRINCIPAL UNDERWRITER
(or ISSUING AGENT)
Company: …………………….
Company: ………..……….….
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Company: ……………………
Company: ……………………
This prospectus and its supplementary documents shall be provided at......... from date………………
The person in charge of providing information is:
Name.................................................... Telephone number: ..............................
(Cover Page)
COMPANY: ABC
(Business Registration Certificate number... issued by…………………………………….…. dated……..)
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Name of shares:
Par Value: Selling Price:
Total quantity of the offer: (Specify the quantity of the public offer and quantity to be sold directly to institutional investors, if any)
Total value of the offer:
UNDERWRITER (or ISSUING AGENT):
PRINCIPAL UNDERWRITER:
1. COMPANY...........(Clearly state the address of the head office, telephone number, business fax number)
2. COMPANY...........(Clearly state the address of the head office, telephone number, business fax number)
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1. COMPANY ..........(Clearly state the address of the head-office, telephone number, business fax number)
2. COMPANY...........(Clearly state the address of the head-office, telephone number, business fax number)
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AUDITOR:
COMPANY ...........(Clearly state the address of the head office, telephone number, business fax number)
CONSULTANTS:
COMPANY ...........(Clearly state the address of the head office, telephone number, business fax number)
(Cover Page)
TABLE OF CONTENTS
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Risk factors influencing the price of the shares on offer.
Key persons responsible for the contents of the Prospectus.
Definitions.
Status and characteristics of issuing organization.
The shares on offer.
Purpose of the offer.
Plan for use of the amount generated from the offer.
Relevant parties to the offer.
Appendices.
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I. RISK FACTORS: (Clearly analyze the influence of risk factors on the offer tranche, on the price of the shares on offer, and on the project which will use the capital generated from the offer).
1. Applicable to organizations which are not credit institutions or non-banking financial organizations:
1.1 Economic risks.
1.2 Legal risks.
1.3 Specific risks (industry, company, operational sector).
1.4 Risks of the offer and of the project using the amount generated from the offer.
1.5 Other risks.
2. Applicable to credit institutions and non-banking financial organizations:
2.1. Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).
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2.3. Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets and liabilities in foreign currencies, stating whether the net result is advantageous or not).
2.4. Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).
2.5. Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, leading to what affect on the financial situation of the bank).
2.6. Legal risks.
2.7. Risks of the offer and of the project using the amount generated from the offer.
2.8. Other risks: (force majeure risks, risk of a natural calamity and so forth.)
II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
1. Issuing Organization:
Mr/Ms: . . . . . . . . . . . . . . . .
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Chairman of Board of Management.
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Director (General Director).
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Chief Accountant (Financial Director).
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
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We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.
2. Underwriters and Consultants
Legal representative: Mr/Ms: . . . . . . . . . . . . . . . . Title: . . . . . . . . . . . . . .
This Prospectus is a part of the application file for registration of an offer which was prepared by (name of underwriter and/or consultant) on the basis of a consulting agreement (underwriting agreement) with (name of issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (name of issuing organization).
III. DEFINITIONS
(Words and abbreviated phrases in the Prospectus, difficult words and words which may cause misunderstanding need to be defined).
IV. STATUS AND CHARACTERISTICS OF ISSUING ORGANIZATION
(In the case of an additional offer, this part may be summarized but it must still ensure that it contains all the following contents):
1. Summary of establishment and development progress.
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3. Company management structure (expressed in a diagram and enclosing an explanation).
4. List of shareholders (names and addresses) holding over 5% of company equity; List of founding shareholders and ratio of shares held (if the regulations restricting transfer are still effective); shareholder structure (domestic and international organizations and individuals and holding ratios).
5. List of parent companies and affiliates of the issuing organization, companies in which the issuing organization holds a controlling right or controlling shares, and companies holding a controlling right or controlling shares in the issuing organization.
6. Business Operation.
6.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
6.1.1. Product output/value of services throughout the years (ratio of each product/service over revenue and profit).
6.1.2. Raw materials:
- Source of raw materials.
- Stability of this source of supply.
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6.1.3. Production costs (stating whether high or low, competitive or not).
6.1.4. Technology level.
6.1.5. Status of research and development of new products (if any).
6.1.6. Status of checking product/service quality:
- Current quality management system.
- Company’s quality checking department.
6.1.7. Marketing operations.
6.1.8. Trademarks, registered inventions and copyright.
6.1.9. Large contracts currently being performed or which have been signed in the past (names, value, time for implementing, products, parties to the agreements).
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6.2.1 Company’s main business line:
- Types and quality of products/services.
- Capital mobilization (Structure, ratio of domestic and international mobilized capital of the issuing organization during the last 2 or 3 years).
- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, and interest rate risks: Categorize all these during the most recent 2 to 3 years).
- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, domestic and international payment services during the most recent 2 to 3 years).
- Agency banking operations (if any).
6.2.2 Risk management and capital preservation.
6.2.3 Markets:
- Branch network.
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- Market share and competitive capacity.
6.2.4 On-going projects for developing business operations.
7. Company’s production and business operational results for the last 2 years:
7.1 Summary of criteria on company’s business activities for the last 2 years:
- Business outcome:
Items
Year X-1
Year X
% Increase/Decrease
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Total asset value
Net revenue
Income from operations
Miscellaneous income
Profit before tax
Net profit
Profit sharing ratio and dividend payout
* Applicable to credit institutions and to non-banking financial organizations:
Total asset value
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Taxes and payable accounts
Profit before tax
Net profit
- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business in the last 2 years).
7.2 Factors influencing business operations of the company for the reported year (Specify the main factors, and in a case of decrease in business results of the company then the reasons must be given).
8. The company’s position as compared with that of other companies in the same industry:
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- Prospects of the industry:
- Evaluation of the consistency between the company’s developmental orientation and the industry’s developmental orientation, and with State policies and the global tendency.
9 Labour policy:
- The number of employees in the company.
- Training policy, salaries, bonus, benefits, and so on:
10. Dividend policy (specifying payout during the last two years and other relevant policies).
11. Financial status.
11.1 Applicable to organizations which are not credit institutions or non-banking financial organizations:
11.1.1 Basic criteria (for the last year):
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- Average salary: (Compare it with that of other companies in the same industry in the same geographical area.)
- Payment of due debts: (State whether they are paid on the due date and in full.)
- Payable accounts [taxes etc.] specified by law: (State whether they are paid in accordance with law.)
- Deductions for Funds required by law: (State whether they are maintained in accordance with the charter and with law.)
- Outstanding debt balance: (Specify overdue loans, guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debts, recoverability of loans).
- Status of other credits and debts: (Accounts receivable, accounts payables).
11.1.2 Basic financial criteria (depending on each industry):
Items
Year X-1
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Note
1. Solvency ratios
+ Current ratio:
Current assets/Current liabilities
+ Quick payment ratio:
Current assets – Inventories
Current liabilities
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2. Capital structure criteria
+ Debt ratio/Total assets
+ Debt ratio/Total equity
3. Activity ratios
+ Inventory turnover:
Cost of goods sold
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+ Operating revenues/Total assets
4. Profitability ratios
+ Net profit/Net revenue ratio
+ Net profit/Equity ratio
+ Net profit/total assets ratio
+ Operating profit/Net revenue ratio.
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11.2 Applicable to credit institutions and to non-banking financial organizations:
Items
Year X-1
Year X
Note
1. Capital Scale
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- Initial Capital
- Total assets
- Capital preservation ratio
2. Business results
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- Deposit mobilization size
- Credit [lending] size
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- Debt collection size
- Overdue debts
- Debts which are difficult to collect
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- Capital utilization ratio
- Guaranteed overdue debts/Guaranteed debts
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- Overdue debts/Total debt balances
- Debts difficult to collect/Total debt balances.
3. Solvency
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- Current ratio [Immediate payment]
- General ratio [Payment in general].
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(The ratios mentioned above are set out in Decision 292/1998/QD-NHNN5 dated 27 August 1998 of the Governor of State Bank of Vietnam).
12. Board of Directors, Board of Management, Board of Controllers, Chief Accountant:
- List (Names, ages, ID card numbers).
- CVs, including:
+ Current position and current position held in other organizations, experience with other companies, certificates/degrees, and ratio of securities owned by him/her or by relatives.
+ Debts owing to the company (if any).
+ Interests [or benefits] related to the issuing organization (if any).
13. Assets (Plant and equipment owned by the company).
14. Plan on next years’ profit and dividends:
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Year X+1
Plan
% Increase/reduction compared with Year X
Net revenue
Net profit
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Net profit ratio/Equity Ratio
Dividends
Specify the bases for achieving the planned profit and dividends.
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16. Information about commitments not yet implemented by the issuing organization (information on convertible bonds, on land lease agreements and so forth).
17. Information about legal disputes involving the company which might influence the share price of the offer (if any).
V. SHARES ON OFFER
1. Class of shares.
2. Par value.
3. Total estimated shares on offer (Clearly specify the ratio of shares to be sold directly to investors, if any).
4. Estimated price of the offer.
5. Pricing method.
6. Distribution method (name of issuing agent and/or underwriter, responsibility of each organization to distribute the shares).
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8. Subscription [Registration to purchase:] (Time, quantity, payment, share conversion, benefits of share buyers, minimum subscription number, and time and manner of paying back money if the number of the subscription fails to reach the minimum level).
9. Method of exercising rights (in case of an offer to raise capital which includes the right to buy shares; in the case of an offer of convertible preferential shares; or an offer which includes securities rights):
- Conditions, period for exercising rights.
- Convertible ratio and calculation method of the buying price and/or conversion.
- Calculation method and payment of [damages for] loss if rights are not exercisable.
- Other terms relating to the interests of the owners of share options or securities rights.
10. Limitation on holding ratios applicable to foreigners.
11. Limitations on transfer.
12. Relevant taxes (income tax and other taxes relevant to the shares on offer).
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VI. PURPOSE OF THE OFFER
1. Purpose of the offer.
2. Feasibility Study.
- State which body prepared the feasibility study (if the feasibility study was prepared by the issuing organization, please specify) and as approved by which competent authority (if any).
- State the main contents of the feasibility study (economic arguments) such as: objectives; theoretical and practical bases; the implementation plan; the parties participating; the relevant financial issues and so forth.
- When mobilizing capital to implement an investment project with supplementary bank financing, clearly state the limits on the bank’s commitment to extend credit.
- Set out the opinions of independent experts on the feasibility study (if any).
VII. PLAN ON USING THE AMOUNT GENERATED FROM THE OFFER
(Clearly state each step of the plan on using the amount generated from the offer):
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- State the names and addresses of the head offices of, and introduce briefly the relevant parties to the offer: Underwriter or issuing agent, auditor and consultants and so forth.
- The underwriter (or consultant) must state its own opinion on the offer; set out the number of shares underwritten; the costs and conditions attached.
IX. APPENDICES:
1. Appendix I: A valid copy of business registration certificate.
2. Appendix II: A valid copy of the Company Charter.
3. Appendix III: Audit report (Provide this report verbatim [Repeat the exact words]).
4. Appendix IV: Financial Statements.
5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors and of the Board of Controllers.
6. Appendix VI: Introduce the legal documents relating to the issuing organization and to the offer, and minutes of asset evaluation (if any).
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8. Appendix VIII: Report on any legal disputes.
9. Miscellaneous Appendices (if any).
MODEL PROSPECTUS FOR A PUBLIC OFFER OF BONDS
(Issued with Decision 13/2007/QD-BTC dated 13 March 2007 of the Minister of Finance)
(Cover Page:)
THE FACT THAT THE STATE SECURITIES COMMISSION PROVIDES CERTIFICATION OF REGISTRATION OF A PUBLIC OFFER OF BONDS ONLY MEANS THAT REGISTRATION HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE BONDS. ANY ANNOUNCEMENT CONTRARY TO THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
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PUBLIC OFFER OF BONDS
(Offer Registration Certificate number..... /DKCB issued by the Chairman of the SSC dated……..)
PRINCIPAL UNDERWRITER
(or ISSUING AGENT)
Company:..........
Company:..........
CO-UNDERWRITERS (If any)
Company:.........
Company:.........
This prospectus and supplementary documents shall be provided at....................... from date……………
The person in charge of providing information is:
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(Cover Page)
COMPANY: ABC
(Business Registration Certificate number.... …issued by…………............... dated ...........
PUBLIC OFFER OF BONDS
Name of bonds:
Class of bonds: (Guaranteed? Not guaranteed? Convertible? Are they accompanied by share rights?)
Maturity date:
Interest rate:
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Par value:
Selling price:
Total quantity of the offer: (Specify the quantity of bonds on offer to the public and the quantity to be sold directly to institutional investors, if any).
Total value of the offer:
PRINCIPAL UNDERWRITER:
1. COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).
2. COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).
3. ..........
CO-UNDERWRITERS (if any):
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2. COMPANY...........(State clearly the address of the head-office, telephone number, business fax number)
3. ..........
AUDITORS:
COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).
CONSULTANTS:
COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).
REPRESENTATIVE ORGANIZATION FOR BONDS OWNERS:
COMPANY ...........(State clearly the address of the head-office, telephone number, business fax number).
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TABLE OF CONTENTS
Page
Risk factors influencing the bonds price of the offer.
Key persons responsible for the contents of the prospectus.
Definitions.
Status and characteristics of the issuing organization.
Bonds on offer.
Purpose of the offer.
Plan for using the amount generated from the offer.
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Appendices.
CONTENTS OF PROSPECTUS
I. RISK FACTORS: (Clearly analyze the influence of risk factors on the offer, on the price of the bonds on offer and on the project which will use capital generated from the offer):
1. Applicable to organizations which are not credit institutions or non-banking financial organizations:
1.1 Economic risks:
1.2 Legal risks:
1.3 Exclusive sector risks (industry, company, sector risks):
1.4 Risks of the offer and of the project to use capital generated from the offer:
1.5 Other risks:
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2.1 Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).
2.2 Credit risks: (Analyse the possible risks if for any reason some companies [borrowers] fail to repay their debts).
2.3 Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets and liabilities in foreign currencies, stating whether the net result is advantageous or not).
2.4 Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors and the bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).
2.5 Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, leading to what affect on the financial situation of the bank).
2.6 Legal risks:
2.7 Risks of the offer and of the project using the amount generated from the offer:
2.8 Other risks: (force majored risks, natural disaster risks and so forth.)
II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
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Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Chairman of Board of Management
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Director (General Director)
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Title:
Chief Accountant (Financial Director)
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Head of Board of Controller.
We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.
2. Underwriters and Consultants
Legal representative: Mr./Ms: . . . . . . . . . . . . . . . . Title: . . . . . . . . . . . . . . .
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III. DEFINITIONS
(Words and abbreviated phrases in the Prospectus or difficult words and words which may cause misunderstanding need to be defined).
IV. STATUS AND CHARACTERISTICS OF ISSUING ORGANIZATION
1. Summary of establishment and development progress:
2. Company’s managerial organization structure (and group corporate structure, if any) (expressed in a diagram and enclosing an explanation):
3. Company management structure (expressed in a diagram and enclosing an explanation):
4. List of parent companies and affiliates of the issuing organization, of companies in which the issuing organization holds the controlling right or controlling shares, and of companies holding a controlling right or controlling shares in the issuing organization:
5. Business Operation
5.1. Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
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5.1.2 Trademarks, registered inventions and copyright:
5.1.3. Product output/service value throughout the years (ratio of each product/service over revenue and profit):
5.2. Applicable to credit institutions and to non- banking financial organizations:
5.2.1 Company’s main business line:
- Types and quality of products/services:
- Capital mobilization (Structure, ratio of domestic and international mobilized capital of the issuing organization during the last 2 or 3 years):
- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, interest rate risks: Categorize all these during the most recent 2 to 3 years);
- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, domestic and international payment services during the most recent 2 to 3 years):
- Agency banking operations (if any).
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6. Company’s production and business operational results for the last 2 years:
- Results of business activities:
Items
Year X-1
Year X
% Increase/Decrease
* Applicable to organizations which are not credit institutions and non- banking financial organizations:
Total asset value
Net revenue
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Miscellaneous income
Profit before tax
Net profit
Profit sharing ratio and dividend payout
* Applicable to credit institutions and to non-banking financial organizations:
Total asset value
Revenue
Taxes and payable accounts
Profit before tax
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- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business in the last 2 years).
7. Policy on profit sharing or dividends (Specify divided profit sharing or dividend payout ratio for the last 2 years and policies relating to profit sharing or dividend payout if issuing convertible bonds).
8. Financial Status
8.1 Applicable to organizations which are not credit institutions or non-banking financial organizations:
8.1.1 Basic criteria (for the last year):
- Payment of due debts: (Were they paid in full and on time?)
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- Outstanding debt balance: (Specify any overdue loans, any guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debt, and the ability to recover debts).
- Status of other debits and credits: (accounts receivable, accounts payables)
8.1.2 Main financial criteria (depending on each industry):
Items
Year X - 1
Year X
Note
1. Solvency ratios
+ Current ratio:
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+ Quick ratio:
Current assets – Inventories
Current liabilities
2. Financial leverage*
+ Debt ratio/Total assets
+ Debt ratio/Equity capital**
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3. Activity ratios
+ Inventory turnover:
Cost of good sold
Average inventory
+ Operating revenues/Total assets
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4. Profitability ratios
+.Net profit/Revenue ratio
+.Net profit/Net revenue ratio
+.Net profit/Equity capital ratio
+.Net profit/Total assets ratio
+.Operating profit/Net Revenue ratio
+.Operating profit/Total assets
………
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* Debt ratios in order to calculate the above means total short-term and long-term debts.
** Equity capital shall be calculated according to the regulations in the Standard Accounting System of Vietnam issued by the Ministry of Finance.
8.2 Applicable to credit institutions and to non-banking financial organizations:
Items
Year X - 1
Year X
Note
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- Initial Capital
- Total assets
- Capital preservation ratio
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- Figures on raising monies on deposit
- Figures on providing credit [loans]
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- Debt collection figures
- Overdue debts
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- Capital utilization ratio
- Guaranteed overdue debts/Guaranteed debts
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- Overdue debts/Total debt balance
- Debts difficult to collect/ Total debt balance
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- Current ratio [Able to pay immediately]
- General ratio
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(The ratios mentioned above are set out in Decision 292-1998-QD-NHNN5 dated 27 August 1998 of the Governor of State Bank of Vietnam).
9. Board of directors, Board of Management, Board of Controllers, and Chief Accountant
- List (Names, ages, ID card numbers).
- CVs, including:
+ Current position and current position held in other organizations, experience with other companies, certificates/degrees, and ratio of securities owned by him/her or by relatives;
+ Debts owing to the company (if any).
+ Interests [or benefits] related to the issuing organization (if any).
10. Assets (Property, plant, and equipment owned by the company):
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12. Plan on the following years’ profit:
Items
Year X+1
Plan
% increase/reduction compared with Year X
Net revenue
Net profit
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Net profit ratio/Net revenue
Net profit ratio/Equity capital
- Specifying bases for achieving the planned profits and dividends.
13. Evaluation by the consultants of the profit plan:
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15. Information about legal disputes affecting the company which may influence the price of the bonds on offer (if any).
V. BONDS ON OFFER
1. Legal documents relating to the offer:
2. Class of bonds:
3. Interest rate:
4. Date for payment of interest:
5. Par value:
6. Total estimated number of bonds on offer (Specify the ratio of bonds to be sold directly to institutional investors, if any)
7. Estimated price of the offer:
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9. Distribution method (issuing agent or underwriter, names, responsibility of each organization to distribute the bonds).
10. Distribution period of bonds:
11. Subscription [Registration to purchase:] (Time, quantity, payment, bond conversion, benefits of bond buyers, minimum subscription number, and time and manner of paying back money if the number of the subscription fails to reach the minimum level):
12. Rights of bonds owners:
13. The method of exercise of the rights (where the offer is of convertible bonds, or of bonds accompanied by securities rights).
- Rights enclosed with the bonds;
- Conditions, and period for exercising rights;
- Convertible ratio and calculation method of the buying price and/or conversion price;
- Calculation method and payment of damages if rights are not exercisable;
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14. Commitments on the guarantee (in the case of an offer of guaranteed bonds):
- Name of guarantors:
- Guarantee form (guarantee by partial or entire payment, or by assets):
- Guarantee assets (listing in detail assets, asset value, name of assessing organization, pricing method, and insurance agreement, if any).
15. Relevant taxes (income tax and other taxes relating to bonds on offer):
16. Escrow bank account for receiving monies for purchase of bonds: VI PURPOSE OF THE OFFER
1. Purpose of the offer
2. Feasibility Study
- State which body prepared the feasibility study (if the feasibility study was prepared by the issuing organization, please specify) and as approved by which competent authority (if any).
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- When mobilizing capital to implement an investment project with supplementary bank financing, clearly state the limits on the bank’s commitment to extend credit.
- Set out the opinions of independent experts on the feasibility study (if any).
VII. PLAN ON USE AND REPAYMENT OF AMOUNT GENERATED FROM THE OFFER
(Specify each step of the plan on use and repayment of the amount generated from the offer).
VIII. RELEVANT PARTIES TO THE OFFER
- State the names and addresses of the head offices of, and introduce briefly the relevant parties to the offer: Underwriter or issuing agent, auditor and consultants and so forth.
- The underwriter (or consultant) must state its own opinion on the offer; set out the number of bonds underwritten; the costs and conditions attached.
IX. APPENDICES:
1. Appendix I: A valid copy of business registration certificate.
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3. Appendix III: Audit report (Provide this report verbatim [Repeat the exact words]).
4. Appendix IV: Financial Statements.
5. Appendix V: Curriculum Vitae of members of the Board of Management, of the Board of Directors and of the Board of Controllers.
6. Appendix VI: Introduce the legal documents relating to the issuing organization and to the offer, and minutes of asset evaluation (if any).
7. Appendix VII: Asset valuation [Plant and machinery] (if any).
8. Appendix VIII: Report on any legal disputes.
9. Miscellaneous Appendices (if any).
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(Cover Page)
THE FACT THAT THE STOCK EXCHANGE/SECURITIES TRADING CENTRE PROVIDES CERTIFICATION OF REGISTRATION OF LISTING OF SECURITIES ONLY MEANS THAT LISTING HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE VALUE OF THE SECURITIES ANY ANNOUNCEMENT CONTRARY TO THE ABOVE SHALL BE ILLEGAL.
PROSPECTUS
(or BRIEF PROSPECTUS)
COMPANY: ABC
(Business Registration Certificate number……………..issued by………... dated………..)
SECURITIES/BONDS LISTING
AT STOCK EXCHANGE/SECURITIES TRADING CENTRE……
(Listing Registration number………/ĐKCB issued by………………………... dated…….....)
This prospectus and its supplementary documents shall be provided at.................. from date………
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...
Name............................ Telephone number: ...............
Add the following words in bold print in the case of a brief Prospectus:
Note that the information provided in this Prospectus is in summary form only. For detailed information, please refer to the complete Prospectus which is available at……………
(Cover Page)
COMPANY: ABC
(Business Registration Certificate number............................issued by………………. Dated…...)
SECURITIES/BONDS LISTING
AT STOCK EXCHANGE/SECURITIES TRADING CENTRE……………
Name of Securities/Bonds:
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...
Maturity period (for bonds):
Interest rate(for bonds):
Interest payment period (for bonds):
Par value:
Total number to be listed:
Total value of the listing (according to par value):
AUDITOR:
COMPANY ...........(Specify the address of the head-office, and the telephone number and business fax number).
…………
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...
COMPANY ...........(Specify the address of the head-office, and the telephone number and business fax number).
………..
(Cover Page)
CONTENTS OF PROSPECTUS
Page
I. RISK FACTORS
(Clearly analyse the influence of risk factors on the price of the listed securities):
1. Applicable to organizations which are not credit institutions or non-banking financial organizations:
1.1 Economic risks:
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1.3 Exclusive sector risks (industry, company, sector risks):
1.4 Other risks:
2. Applicable to credit institutions and non-banking financial organizations:
2.1 Interest rate risks: (Analyse the status of mobilization [of capital] and lending, and the difference between term deposits and borrowed funds explaining how fluctuations in interest rates have affected the value of deposits and loans).
2.2 Credit risks: (Analyse the possible risks if for any reason some companies [borrowers] fail to repay their debts).
2.3 Foreign exchange risks: (Analyse how fluctuation in exchange rates affects the value of various assets and liabilities in foreign currencies, stating whether the net result is advantageous or not).
2.4 Payment risks: (Analyse the possibility of sudden withdrawal of large amounts by depositors, and the bank’s ability to guarantee enough cash to meet the demand for regular as well as sudden withdrawal by customers).
2.5 Risks from off-balance sheet accounts: (Analyse forward transactions, lending commitments and letter of credit guarantees, stating what affect this may have on the financial situation of the bank).
2.6 Legal risks:
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II. KEY PERSONS RESPONSIBLE FOR CONTENTS OF THE PROSPECTUS
1. Issuing Organization:
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Chairman of the Board of Management.
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
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Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Chief Accountant (Financial Director).
Mr/Ms: . . . . . . . . . . . . . . . .
Title:
Head of Board of Controllers.
We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.
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Legal representative: Mr./Ms: . . . . . . . . . . . . . . . . Title: . . . . . . . . . . . . . ..
This Prospectus is one part of the application file for registration of an offer which was prepared by (provide the name of the underwriters or consultants) on the basis of a consulting agreement (or an underwriting agreement) with (provide the name of the issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (provide the name of the issuing organization).
III. DEFINITIONS
(Words and abbreviated phrases in the Prospectus or difficult words and words which may cause misunderstanding should be defined).
IV. STATUS AND CHARACTERISTICS OF ISSUING ORGANIZATION
1. Summary of establishment and development progress:
2. Company organizational structure (and group corporate structure, if any) (expressed in a diagram and enclosing an explanation):
3. Company management structure (expressed in a diagram and enclosing an explanation):
4. List of shareholders (names and addresses) holding over 5% of company equity; List of founding shareholders and ratio of shares held (if the regulations restricting transfer are still effective); shareholder structure (domestic and international organizations and individuals and holding ratios):
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6. Business Operation:
6.1 Applicable to issuing organizations which are not credit institutions or non-banking financial organizations:
6.1.1. Product output/service value throughout the years (ratio of each product/service over revenue and profit):
6.1.2. Raw materials:
- Source of raw materials:
- Stability of this source of supply:
- Influence of price of materials on revenue and profit:
6.1.3. Production costs (high or low, competitive or not):
6.1.4. Technology level:
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6.1.6. Status of checking product/service quality:
- Current quality management system:
- Company’s quality checking department.
6.1.7. Marketing operations:
6.1.8. Trademarks, registered inventions and copyright:
6.1.9. Large contracts currently being performed or which have been signed (names, value, time for implementing, products, parties to the agreements):
6.2. Applicable to credit institutions and to non- banking financial organizations:
6.2.1 Company’s main business line:
- Types and quality of products/services:
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- Credit operations (Effectiveness, capital prudential ratios, total outstanding loan balance, bad debt ratio, interest rate risks: Categorize all these during the most recent 2 to 3 years);
- Foreign currency business operations and payment activities: (Status of foreign currency business operations and payment activities, and domestic and international payment services during the most recent 2 to 3 years):
- Agency banking operations (if any).
6.2.2 Risk management and capital preservation:
6.2.3 Markets:
- Branch network:
- Customer base and customer oriented services:
- Market share and competitive capacity:
6.2.4 On-going projects for developing business operations:
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7.1. Summary of a number of criteria of the business and production activities of the company during the two most recent years (for an organization registering to list on the Stock Exchange) or for the year prior to the year of registration for listing (for listing at a Securities Trading Centre):
- Business Operational Results:
Criteria
Year X-1
Year X
%
Increase/Decrease
Applicable to organizations which are not credit institutions and non- banking financial organizations:
Total asset value
Net revenue
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Miscellaneous income
Profit before tax
Net profit
Profit sharing ratio and dividend payout.
Applicable to credit institutions and to non-banking financial organizations:
Total asset value
Revenue
Taxes and payable accounts
Profit before tax
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- Other aspects (Set out the industry’s and/or the company’s special characteristics in order to clarify the results of business in the last 2 years).
7.2 Factors influencing business operations of the company for the reported year (Specify the main factors, and in a case of decrease in business results of the company then the reasons must be given).
8. The company’s position as compared with that of other enterprises in the same industry:
- The company’s position in its industry:
- Prospects of the industry:
- Evaluation of the consistency between the company’s developmental orientation and the industry’s developmental orientation, and with State policies and the global tendency.
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- The number of employees in the company:
- Training policy, salaries, bonus, allowances/benefits, and so forth:
10. Dividend policy (in the case of shares - specify the dividend ratio during the last two years and policies relating to paying the dividend) or the policy on borrowing during the bond term, and the priority order for payment of the listed bonds in the list of debts of the listed organizations (in the case of the listing of bonds).
11. Financial status:
11.1 Applicable to organizations which are not credit institutions or non-banking financial organizations:
11.1.1 Basic criteria (for the last year):
- Fixed asset depreciation calculation: (Is it in line with the legal requirements? Are there any changes in the depreciation policy?)
- Average salary: (Compare it with that of other companies in the same industry in the same geographical area.)
- Payment of due debts: (Are they paid on the due date and in full?)
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- Deductions for Funds required by law: (Are they maintained in accordance with the charter and with law?)
- Outstanding debt balance: (Specify overdue loans, guaranteed debts (if any), overdue short term, medium term or long term loans, reasons for overdue debts, and recoverability of loans):
- Status of other credits and debts: (Accounts receivable, accounts payable).
11.1.2 Basic financial criteria (depending on each industry):
Items
Year X-1
Year X
Note
1. Solvency ratios
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Current assets/Current liabilities
Quick payment ratio:
+ Current assets – Inventories
Current liabilities
2. Capital structure criteria
+ Debt ratio/Total assets
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3. Activity ratios
+ Inventory turnover:
Cost of goods sold
Average inventory
+ Operating revenues/Total assets
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...
4. Profitability ratios
+ Net profit/Net revenue ratio
+ Net profit/Equity ratio
+ Net profit/total assets ratio
+ Operating profit/Net revenue ratio
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...
Items
Year X-1
Year X
Note
1. Capital scale
- Initial Capital
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- Capital preservation ratio
2. Business operational results
- Deposit mobilization size
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- Credit [lending] size
- Debt collection size
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- Overdue debts
- Debts which are difficult to collect
- Capital utilization ratio
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- Guaranteed overdue debts/Guaranteed debts
- Overdue debts/Total debt balances
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- Debts difficult to collect/Total debt balances.
3. Solvency
- Current ratio [Immediate payment]
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- General ratio [Payment in general].
(The ratios mentioned above are set out in Decision 292/1998/QD-NHNN5 dated 27 August 1998 of the Governor of State Bank of Vietnam).
12. Board of Directors, Board of Management, Board of Controllers, Chief Accountant:
- List (Names, ages, ID card numbers).
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+ Current position and current position held in other organizations, experience with other companies, certificates/degrees.
+ Ratio of securities owned by him/her or by relatives.
+ Debts owing to the company (if any).
+ Remuneration and other benefits.
+ Interests [or benefits] related to the issuing organization (if any).
13. Assets (Plant and equipment owned by the company):
14. Plan on the next year’s profit and dividends:
Criteria
Year X+1
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...
% Increase/reduction compared with Year X
Net revenue (or loans revenue in the case of a credit institution)
After tax profit
Net profit ratio/Net revenue
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After tax profit ratio/Equity Ratio
Dividends
- Specify the grounds for achieving the planned profit and dividends.
- Specify the investment and project plans approved by the Board.
15. Evaluation by the consultant of the profit and dividend plan:
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17. Information about legal disputes involving the company which might influence the share price of the offer (if any):
V. LISTED SECURITIES
1. Classes of securities:
2. Face value:
3. Total listed securities:
4. The number of shares/bonds the transfer of which is restricted pursuant to law or by the issuing organization:
5. Credit ratings (if any):
6. Pricing method:
7. Interest calculating method at the due date (for listing bonds). (Specify the formula or equation with examples).
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- Conditions, period for exercising rights;
- Convertible ratio and calculation method of the buying price and/or conversion;
- Calculation method and payment of loss if rights are not exercisable;
- Other terms relating to the interests of the owners of share options or securities rights.
9. Evaluation of the effects of inflation on listed bonds (Use the inflation statistics for 5 years in order to forecast the effects of inflation on bond interest rates).
10. Commitment on guaranteed ratio (in a case of listing of guaranteed bonds).
11. Limitation on the holding ratio applicable to foreigners.
12. Relevant kinds of taxes (income tax and other taxes relating to listed securities).
VI. PARTIES INVOLVED IN THE LISTING
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VII. APPENDICES
1. Appendix I: Valid copy of the business registration certificate.
2. Appendix II: Company charter in accordance with the model charter for listed companies.
3. Appendix III: Minutes of asset valuations (if any).
4. Appendix IV: Valuations of plant and equipment (if any).
5. Appendix V: Introduction of legal documents relating to the listed organization.
6. Appendix VI: Audit report (to be reproduced word for word).
7. Appendix VII: Financial statements.
8. Appendix VIII: Report on any legal disputes.
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FORM OF PROSPECTUS FOR PUBLIC OFFER OF AND LISTING OF INVESTMENT FUND CERTIFICATES
(Issued with Decision 13/2007/QD-BTC dated 13 March 2007 of the Minister of Finance)
(Cover Page)
THE FACT THAT THE STATE SECURITIES COMMISSION HAS LICENSED A PUBLIC OFFER OF INVESTMENT FUND CERTIFICATES ONLY MEANS THAT THE APPLICATION TO ESTABLISH THE FUND AND TO ISSUE INVESTMENT FUND CERTIFICATES HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE CONTENTS OF THIS PROSPECTUS OR OF THE INVESTMENT OBJECTIVES AND STRATEGY OF THE FUND
PROSPECTUS
FOR A PUBLIC OFFER OF AND LISTING OF INVESTMENT FUND CERTIFICATES
1. Name of the Fund, licence number.
2. Date of registration.
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4. Announcement:
“The Fund Management Company as described in this Prospectus was established pursuant to the Law on Securities No. 70/2006/QH 11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and its implementing guidelines. This Prospectus was registered with the State Securities Commission on …………………………
5. Full name, title and address of the person in charge of announcing information.
6. Place providing the Prospectus, means of announcing the Prospectus (at the head office, and at branches of the company, on its website etc.).
(Cover Page)
TABLE OF CONTENTS
Key persons responsible for the contents of the Prospectus
Definitions
Information about the Fund Management Company
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Information about other relevant organizations
Investment objectives and strategies, and investment methods
Fees and charges
Appendices
Risks of the Fund
Method of issuance of fund certificates
Method of calculating income and plan for profit distribution of the Fund
Trading fund certificates
Determining the net asset value of the Fund
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Conflicts of interest
Reporting regime
Contact address for resolving difficulties of investors
Forecast results of Fund activities
Listing of fund certificates
Commitments
Appendices attached
CONTENTS OF PROSPECTUS
I. KEY PERSONS RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS
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Mr/Ms: . . . . . . . . . . . . . . . .
Title: Chairman of Board of Management
Mr/Ms: . . . . . . . . . . . . . . . .
Title: Director (General Director)
Mr/Ms: . . . . . . . . . . . . . . . .
Title: Chief Accountant
We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.
2. Underwriter, consultants:
Legal representative: Mr/Ms: . . . . . . . . . . . . . . . . Title:. .. . . . . .. . . . . . . . .
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II. TERMS/ DEFINITIONS
This part is reserved for the explanation of terms or definitions of terms used in the Prospectus.
III. INVESTMENT OPPORTUNITIES
1. An overview of the Vietnamese economy.
2. The Vietnamese securities market and investment opportunities.
IV. INFORMATION ABOUT THE FUND MANAGEMENT COMPANY (“The Company”)
1. Overview of the Company:
1.1 Name and address of head office, branches/representative offices (if any) of the Company;
1.2 Licence Number (attaching a copy of the Licence to the Prospectus);
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1.4 Introduction of the structure of the Board of Management:
- Structure of the Board of Management;
- Brief information about members of the Board of Management (their full names, titles, and work experience and so forth).
1.5 Introduction to the Board of Governors:
- Structure of the Board of Governors;
- Brief information about members of the Board of Governors (their full names, titles, work experience and so forth) and related [affiliated] people.
1.6 Introduction to the Advisory Council:
Brief information about the members of the Advisory Board (full names, titles, work experience and so forth).
1.7 Custodian Bank:
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- Attached is the Supervisory Agreement between the Company and the Custodian Bank.
1.8 Auditors:
- General information about the Auditors (name, address, function etc.);
- Attached is the Audit Agreement between the Company and the Auditors.
1.9 Legal Consultancy Company (if any):
- General information about the Legal Consultancy Company (name, address, function etc);
- Attached is the Legal Consultancy Agreement between the Company and the Legal Consultancy Company.
2. Information about the operational status of the Company:
- Summary of operations of the Fund Management Company (business operational results and financial status and so forth) from the date of establishment to the closest time to the date of inserting such information into the Prospectus.
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- Requirement: Specify the origin and time of provision of the above information; specify information about the operations of the Company in the past, and state that this shall not imply any guarantee of the operational ability of the Company in the future.
- The Prospectus must not provide information for purely personal reasons, must not exaggerate successes or conceal failures by concealing information about operational results, or regarding past or present managerial experience of the Fund Management Company of other funds.
3. List of selected organizations in charge of distribution of Fund Certificates (if any):
V. INFORMATION ABOUT THE INVESTMENT FUND
1. General information about the Fund:
1.1 Name and contact address of the Fund.
1.2 Issuance Licence and scale of the Fund.
1.3 Nature and operational duration of the Fund.
2. Charter of the Fund:
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2.1 General provisions.
2.2 Provisions on investment objectives, policies and limitations:
- Investment objectives;
- Investment strategies/policies, expected industries/sectors for investment;
- Assets permitted to be invested;
- Investment structure;
- Investment limitations;
- Method of investment selection, and procedures for investing and the issuing of investment decisions.
2.3 Investors, register of fund certificate holders [owners] and assignment [transfer] of fund certificates:
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- Rights and obligations of the investors;
- Registration of ownership of fund certificates;
- Transfer of fund certificates;
- Inheritance of investment fund certificates.
2.4 Distribution of operational results:
- Method of distribution of the Fund’s profits;
- Solution for losses of the Fund.
2.5 General meeting of investors:
- Annual and extraordinary general meeting of investors;
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- Mode of conducting the general meeting of investors;
- Resolutions of the general meeting of investors.
2.6 Board of Trustees [or Committee of Representatives]:
- Organization of Board of Trustees (list of members);
- Criteria for selecting members of the Board of Trustees;
- Rights and duties of the Board of Trustees;
- Chairman of the Board of Trustees;
- Procedures for operating the Board of Trustees;
- Suspension and dismissal of members of the Board of Trustees;
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- Minutes of meetings of the Board of Trustees.
2.7 Criteria for selection of, and rights and responsibilities of the Fund Management Company:
- Criteria for selecting the Fund Management Company;
- Responsibilities and rights of the Fund Management Company;
- Terminating rights and obligations of the Fund Management Company;
- Operational limitations of the Fund Management Company.
2.8 Criteria for selection of, and rights and responsibilities of the Custodian Bank:
- Criteria for selection of the Custodian Bank;
- Responsibilities and rights of the Custodian Bank;
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2.9 Auditing, accounting and reporting regime.
3. Risks of investing in the Fund:
3.1 Market risks.
3.2 Interest risks.
3.3 Inflation risks.
3.4 Lack of solvency risks.
3.5 Legal risks.
3.6 Credit risks.
3.7 Conflict of interest risks.
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VI. ISSUING PLAN
1. Legal basis.
2. Issuing plan:
- Time for issuance, extension of time for issuance of Fund Certificates;
- Issuing price;
- Minimum subscription;
- Priority order;
- Method of payment;
- Issuing place;
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3. Summary of terms and conditions of the issue tranche:
- Issuing organization;
- Form of the Fund;
- Scale of mobilization;
- Amount [volume] to be issued;
- Face value;
- Issuing price;
- Minimum subscription;
- Duration [term] of the Fund;
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- Form of ownership;
- Issuing date;
- Date of closing the Fund;
- Relevant regulating Laws;
- Custodian bank;
- Auditors;
- Legal consultancy company;
- Capital Investment structure.
4. Method of determining net asset value:
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4.2 Method of determining net asset value.
5. Fees, charges and operational bonuses:
5.1 Issuing fees.
5.2 Management fees.
5.3 Custodian fees and depository fees.
5.4 Other fees and charges.
5.5 Operational bonuses.
5.6 Other information.
6. Verifying certificate ownership
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7.1 Transfer and inheritance of Fund Certificates.
7.2 Minimum holding term.
7.3 Other regulations.
8. Method of calculating income and plan for profit distribution of the Fund:
Specify the method of calculating income items of the Fund; and the plan and method for profit distribution to investors.
9. Reporting regime:
Specify the obligations of the Company and of the Custodian Bank to provide financial statements and operational reports on a monthly, quarterly and annual basis to investors of the Fund.
10. Forecast of operational results of the Fund:
The Prospectus may provide forecasts or predictions about general economic and securities market conditions, and about economic developmental trends, etc. but it must clearly state that these forecasts and predictions do not imply any guarantee of the operational results in the future of the Fund. The Prospectus must specify the grounds for any such forecasts.
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Provide in detail the contact address and telephone number for investors to contact the Fund Management Company if they have questions relating to the Fund which need to be answered.
VII. LISTING OF FUND CERTIFICATES
- General information about listing the Fund Certificates.
- Power of attorney from the Board of Trustees of the Fund to the Fund Management Company authorizing it to conduct listing procedures.
- Other information.
VIII. COMMITMENT
The Fund Management Company hereby undertakes to be fully responsible for the accuracy and truthfulness of the information in, and documents attached to this Prospectus.
IX. APPENDICES ATTACHED
1. Appendix with the procedures and guidelines on subscription to [registration to purchase] Fund Certificates.
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...
3. Addresses at which this Prospectus will be provided.
4. Draft charter of the Investment Fund.
5. Other appendices.
(General) Director of Fund Management Company
(Signature, full name and seal).
FORM OF PROSPECTUS FOR PUBLIC OFFER OF SHARES IN, AND FOR LISTING OF A SECURITIES INVESTMENT COMPANY
(Issued with Decision 13/2007/QD-BTC of the Minister of Finance dated 13 March 2007)
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...
...
THE FACT THAT THE STATE SECURITIES COMMISSION HAS LICENSED A PUBLIC OFFER OF SHARES BY THIS SECURITIES INVESTMENT COMPANY ONLY MEANS THAT THE APPLICATION FOR THE OFFER HAS BEEN CONDUCTED IN ACCORDANCE WITH LAW, AND DOES NOT IMPLY ANY GUARANTEE OF THE CONTENTS OF THIS PROSPECTUS OR OF THE INVESTMENT OBJECTIVES AND STRATEGY OF THIS COMPANY.
PROSPECTUS
FOR A PUBLIC OFFER OF SECURITIES INVESTMENT COMPANY SHARES AND FOR LISTING AT………..
PRINCIPAL UNDERWRITER
(OR ISSUING AGENTS)
Company: .........
Company:.........
CO-UNDERWRITERS (if any):
Company: .........
...
...
...
This prospectus and its supplementary documents shall be provided at..................... from date………………
The person in charge of providing information is:
Name......................................... Telephone number:...............
(Cover Page)
SECURITIES INVESTMENT COMPANY: ABC PUBLIC OFFER OF SECURITIES AND LISTING AT:...
1. Name of Securities Investment Company, licence number.
2. Date of registration.
3. Title of the Prospectus.
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...
...
“The Securities Investment Company as described in this Prospectus was established pursuant to the Law on Securities No. 70/2006/QH 11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and its implementing guidelines. This Prospectus was registered with the State Securities Commission on …………………………
5. Full name, title and address of the person in charge of announcing information.
6. Place providing the Prospectus, means of announcing the Prospectus (at the head office, and branches of the company, on its website etc.).
“The Securities Investment Company as described in the Prospectus is established pursuant to Law on Securities No. 70/2006/QH 11 passed by the National Assembly of the Socialist Republic of Vietnam on 29 June 2006 and implementing documents. This Prospectus was registered with State Securities Commission on day.....month....year …
7. Name of the shares.
8. Face value:
9. Selling price:
10. Total offer quantity: (State the number/quantity of shares on offer to the public and the number/quantity to be sold directly to institutional investors, if any).
11. Total offer value:
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...
...
1. COMPANY: ......... (State head office address, telephone number, fax number)
2. COMPANY: ........ (State head office address, telephone number, fax number)
3. ..............
ISSUING CO-UNDERTAKING ORGANIZATION
1. COMPANY: ....... (clearly state head office address, telephone number, fax number)
2. COMPANY: ....... (clearly state head office address, telephone number, fax number)
3. ............
AUDIT ORGANIZATION:
COMPANY: ....... (clearly state head office address, telephone number, fax number)
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...
...
CONSULTANCY ORGANIZATION:
COMPANY: ...... (clearly state head office address, telephone number, fax number)
..............
(Cover Page)
TABLE OF CONTENTS
Key persons responsible for the contents of Prospectus
Definitions
Status and characteristic features of the issuing organization
Securities to be offered
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...
...
Plan for using the proceeds from the offer
Parties involved in this issue tranche
Risk factors which may affect the price of the shares on offer
Appendices
CONTENTS OF THE PROSPECTUS
I. KEY PERSONS RESPONSIBLE FOR THE CONTENTS OF THIS PROSPECTUS
1. Issuing Organization
Mr./Ms.: . . . . . . . . . . . . . . . .
Position: Chairman of Board of Management
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...
Position: Director (General Director)
Mr./Ms.: . . . . . . . . . . . . . . . .
Position: Chief Accountant
We undertake that all the information and data in this Prospectus is consistent with the actual situation of which we have knowledge, or with the data we have investigated and collected in a reasonable manner.
2. Underwriters, Consultants
Legal representative: Mr/Ms: . . . . . . . . . . . . . . . . Title:
This Prospectus is one part of the application file for registration of an offer which was prepared by (provide the name of the underwriters or consultants) on the basis of a consulting agreement (or an underwriting agreement) with (provide the name of the issuing organization). We undertake that the analysis, assessment and selection of wording in this Prospectus was made reasonably and carefully, based on information and data provided by (provide the name of the issuing organization).
II. TERMS/ DEFINITIONS
This part is reserved for the explanation of terms or definitions of terms used in the Prospectus.
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1. An overview of the Vietnamese economy.
2. The Vietnamese securities market and investment opportunities.
IV. INFORMATION ABOUT THE COMPANY
A. IN A CASE WHERE THE SECURITIES INVESTMENT COMPANY SELF-MANAGES ITS CAPITAL:
1. General information
1.1 Name and address of head office, and of branches or representative offices (if any) of the Company.
1.2 Number of the certificate for public offer/issue of shares (a notarized copy must be enclosed with the Prospectus).
1.3 Introduction of the founding members of the Company.
1.4 Introduction of the structure of the Board of Management of the Company:
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1.5 Introduction of the Board of Executives of the Company:
1.6 Introduction of the structure of the Board of Executives of the Company:
- Brief information about the members of the Board of Executives (full name, position, working experience, etc.) and related [affiliated] persons;
1.7 Introduction of the Advisory Board:
- Brief information about the members of the Advisory Board (full name, position, working experience, etc.);
1.8 Auditors:
- General information about the Auditor (name, address, functions, etc.);
- The auditing contract between the Company and the Auditor must be enclosed.
1.9 Legal Firm (if any):
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- Legal agreement between the Company and the Legal Firm must be enclosed.
2. Information about the operational status of the Company:
- Summary of operations of the Company (business operational results, financial status etc.) from the date of establishment to the time nearest to the date of inserting such information into the Prospectus;
- Specify the source and time of provision of the above-mentioned information;
- Provide information on the operation of the Company in the past, and specify that this shall not be taken to imply any guarantee about the operational ability of the Company in the future;
- The Prospectus must not provide information for purely personal purposes; and must not exaggerate successes or conceal failures by concealing information regarding operational results or investment activities, or regarding past or present managerial experience of the Company.
3. List of selected organizations in charge of distribution of shares (if any)
4. Company Charter:
Summarize the company charter with the following key information:
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4.2. Provisions on investment objectives, policies and limitations:
- Investment objectives;
- Investment strategies/policies, and proposed industries/sectors for investment;
- Assets permitted to be invested;
- Investment structure;
- Investment limitations;
- Method for selecting investments; procedures for investing for issuing investment decisions.
4.3. Investors, register of shareholders and assignment of shares:
- Investors;
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- Register of shareholders;
- Assignment of shares;
- Inheritance of shares.
4.4. Distribution of operational results:
- Method of distribution of company profits;
- Solutions for losses of the company.
4.5. General meeting of investors:
- Annual and extraordinary general meetings of investors;
- Rights and obligations of investors and of the general meeting of investors;
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- Resolutions of a general meeting of investors.
5. Risks when investing in the Company:
5.1. Market risks.
5.2. Interest rate risks.
5.3. Inflation risks.
5.4. Lack of solvency risks.
5.5. Legal risks.
5.6. Credit risks.
5.7. Conflict of interest risks.
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B. APPLICABLE WHERE THE SECURITIES INVESTMENT COMPANY WILL ENTRUST ITS INVESTMENTS TO A FUND MANAGEMENT COMPANY:
1. General information about the Fund Management Company:
1.1 Name and address of head office, branch/representative office (if any) of the Fund Management Company.
1.2 Number of the Licence for establishment of the Fund Management Company (a notarized copy of the Licence to be enclosed with the Prospectus).
1.3 Introduction of the founding members of the Fund Management Company.
1.4 Introduction of the structure of the Board of Management of the Fund Management Company:
- Introduction of the structure of the Board of Management of the Fund Management Company;
- Brief information about members of the Board of Management (full name, position, working experience, etc.).
1.5 Introduction of the Board of Executives of the Fund Management Company:
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- Brief information about members of the Board of Executives (full name, position, working experience, etc.).
1.6 Introduction of the Advisory Board:
- Brief information about members of the Advisory Board (full name, position, working experience, etc.).
1.7 Custodian Bank:
- General information about the Custodian Bank (name, address, functions, etc.);
- The supervisory contract between the Fund Management Company and the Custodian Bank must be enclosed.
1.8 Auditors:
- General information about the Auditors (name, address, functions, etc.);
- The auditing contract between the Fund Management Company and the Auditors must be enclosed.
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- General information about the Legal Firm (name, address, functions, etc.);
- The legal agreement between the Fund Management Company and the Legal Firm must be enclosed.
2. Information on operational status of the Fund Management Company:
- Summary of operations of the Fund Management Company (business operation results and financial status etc.) from the date of its establishment to the time nearest to the date on which such information was inserted into the Prospectus;
- Specify the source and time of provision of the above-mentioned information;
- Provide information on the operation of the Fund Management Company in the past, stating that this shall not imply any guarantee of the operational ability of the Fund Management Company in the future.
- The Prospectus must not provide information for purely personal purposes, and must not exaggerate successes or conceal failures by concealing information regarding operational results of the Fund Management Company, or regarding past or present managerial experience of such Company of other funds.
3. List of selected organizations in charge of distribution of shares (if any).
V. INFORMATION ABOUT THE SECURITIES INVESTMENT COMPANY
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1.1 Name and contact address of the Company;
1.2 Licence for the issue and scale of the Company;
1.3 Particular characteristics and term [duration] of operation of the Company.
2. Company charter:
Summarize the Securities Investment Company charter with the following key information:
2.1 General provisions.
2.2 Provisions on investment objectives, policies and limitations;
- Investment objectives;
- Investment strategies/policies, expected industries/sectors for investment;
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- Investment structure;
- Investment limitations;
- Method of selecting investments; investment procedures and issuing investment decisions.
2.3 Investors, register of shareholders and assignment of shares:
- Investors;
- Rights and obligations of investors;
- Register of shareholders;
- Assignment of shares;
- Inheritance of shares.
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- Method of distribution of Company profit;
- Solutions for losses of the Company.
2.5 General meeting of investors:
- Annual and extraordinary general meetings of investors;
- Rights and obligations of investors and of the general meeting of investors;
- Procedures for conducting the general meeting of investors;
- Resolutions of the general meeting of investors.
2.6 Criteria for selection of, and rights and obligations of the Fund Management Company:
- Criteria for selection of the Fund Management Company;
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- Termination of rights and obligations of the Fund Management Company.
2.7 Criteria for selection of, and rights and obligations of the Custodian Bank:
- Criteria for selection of the Custodian Bank;
- Rights and obligations of the Custodian Bank;
- Termination of rights and obligations of the Custodian Bank.
2.8 Auditing, accounting and reporting regimes.
3. Risks from investing in the Company:
3.1 Market risks.
3.2 Interest risks.
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3.4 Lack of solvency risks.
3.5 Legal risks.
3.6 Credit risks.
3.7 Conflict of interest risks.
3.8 Other risks.
VI. ISSUANCE PLAN
1. Legal basis
2. Issuance plan
- Time [period] for the issue tranche, extension of time for issuance of the shares;
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- Minimum subscription;
- Priority order;
- Payment method;
- Place of issuance;
- Parties involved in the issue tranche.
3. Summary of terms and conditions of the issue tranche:
- The issuing organization;
- Form of the Fund;
- Scale of mobilization;
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- Par [face] value;
- Price of issuance;
- Minimum subscription;
- Term [duration] of the Fund;
- Currency;
- Form of ownership;
- Date of issuance;
- Date of closing;
- Relevant regulatory laws;
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- Auditors;
- Legal firm;
- Structure of capital investment.
4. Method for determining net asset value:
4.1 Time for determination of net asset value;
4.2 Method for determination of net asset value.
5. Fees, charges and operational bonus:
5.1 Fees for issuance;
5.2 Fees for management;
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5.4 Other fees and charges;
5.5 Operational bonus;
5.6 Other information.
6. Verification of ownership of shares.
7. Trading shares:
7.1 Transfer [assignment] and inheritance of shares;
7.2 Minimum holding term;
7.3 Other information.
8. Method for calculating income and plan for distribution of profits of the Company:
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9. Reporting regime:
Specify the obligation of the Fund Management Company and the Custodian Bank to provide financial statements and operational reports on a monthly, quarterly and annual basis to investors of the Fund.
10. Forecast of operational results of the Fund:
The Prospectus may provide forecasts or predictions about general economic and securities market conditions, about economic developmental trends, etc. but it must clearly state that these forecasts and predictions do not imply any guarantee of the operational results in the future of the Securities Investment Company. The Prospectus must specify the grounds for any such forecasts.
11. Contact address for answering questions from investors
Provide in detail a contact address and telephone number for investors to contact the Securities Investment Company or the Fund Management Company if they have questions relating to the issuing tranche or the shares on offer to the public.
VII. LISTING OF SHARES
- General information about listing of shares;
- Power of attorney from the Securities Management Company in favour of the Fund Management Company authorizing it to conduct listing procedures.
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VIII. UNDERTAKINGS
The Fund Management Company/Securities Investment Company hereby undertakes to be fully responsible for the accuracy and truthfulness of the information in, and documents attached to this Prospectus.
IX. APPENDICES ENCLOSED
1. Appendix on procedures and instructions for subscribing for [registering to purchase] shares.
2. Form for subscribing for [registering to purchase] shares.
3. Addresses where this Prospectus shall be provided.
4. Financial statements for the last two years (if the Securities Investment Company was established in a form other then a public company and now conducts procedures for re-registration and offer in order to become a public company and to register for listing).
5. Draft Charter of the Securities Investment Company.
6. Other appendices.
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(General) Director of the Company
(Sign, specifying full name and seal)
- 1Circular No. 204/2012/TT-BTC of November 19, 2012, guiding the dossier and procedure for public offering of securities
- 2Circular No.73/2013/TT-BTC of May 29, 2013, guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP stipulating in details and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law
- 3Circular No.73/2013/TT-BTC of May 29, 2013, guiding in details a number of articles about securities listing at the Decree No. 58/2012/ND-CP stipulating in details and guiding the implementation of a number of articles of the Securities Law and the Law amending and supplementing a number of articles of Securities Law
- 1Circular No. 202/2015/TT-BTC dated December 18th, 2015, guideline for listing of securities on stock exchanges
- 2Decree of Government No.14/2007/ND-CP of January 19, 2007 detailing the implementation of a number of articles of The Law On Securities
- 3Law No.70/2006/QH11 of June 29, 2006 on securities
- 4Decree No. 77/2003/ND-CP of July 01st, 2003, defining the functions, tasks, powers and organizational structure of the Finance Ministry.
Decision No. 13/2007/QD-BTC of March, 13 2007, issuing model prospectus in application files for registration of a public offer of securities or for registration of securities listing on the stock exchange/securities trading centre.
- Số hiệu: 13/2007/QD-BTC
- Loại văn bản: Quyết định
- Ngày ban hành: 13/03/2007
- Nơi ban hành: Bộ Tài chính
- Người ký: Trần Xuân Hà
- Ngày công báo: Đang cập nhật
- Số công báo: Đang cập nhật
- Ngày hiệu lực: Kiểm tra
- Tình trạng hiệu lực: Kiểm tra