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question and answer
:: Question :: When shareholding companies proposes to issue more shares to increase their Charter Capital, pursuant to laws and regulations of Vietnam, which percentage between the capital proposed to be issued and the current Charter capital? Is there any limitation on the capital proposed to be increased within a year?
Answer:
In principle, in respect of both listed companies and un-listed companies, there are two major kinds of share offering namely public offering and private offering. There is no specific regulation on percentage between the capital proposed to be issued and the current Charter capital as well as the limitation on the capital proposed to be increased within a year.
In order to conduct public share offering, the company must satisfy conditions stipulated in Article 12.1 of the Law on Securities 2006.
Currently, there is no specific regulation on distance between the two tranches of public shares offering to increase Charter Capital.
In order to conduct private share offering, the company must satisfy conditions stipulated in Article 8 of Decree No. 1/2010 of the Government on Private Share Offering dated January 4, 2010. .
In respect of distance between the two tranches of private shares offering to increase Charter Capital, pursuant to Article 8.5 of Decree No. 1/2010, private shares offering tranches must be conducted at least six months part. If company breaches this regulation, the offering shall be deemed invalid and the increase of Charter Capital shall not be approved by the competent authority.
Especially, breach of regulation on dossier, conditions and conducting of the private shares offering shall be subjected to a fine from 30 million Vietnam dong to 100 million Vietnam dong.
However, Decree No. 1/2010 took effect from February 25, 2010. Therefore, before the effective date of this Decree, there was no specific regulation on private shares offering. The private shares offering must be conducted pursuant to the 2005 Law on Enterprises and the 2006 Law on Securities.
orther:
- » Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member? (01/06/2010)
- » Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws? (31/05/2010)
- » Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife? (03/05/2010)
- » Question :: We are a unlisted public company which issued convertible bond (two years term) nearly two years ago. In the coming time, the company will register to list shares in the Ho Chi Minh City Stock Exchange (HOSE). In order to shorten time, will the company be able to conduct this procedure along with converting bonds to shares? (28/04/2010)
- » Question :: In 2009, the price of listed shares of many companies increased continuously. Therefore, such companies were required to provide explanation for such increase. There are many companies used the same explaining contents for different explanation. Please kindly provide the regulations on content of the explanation on increase of price of shares? (21/03/2010)