Luat Viet

:: 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?

-  Share listing registration application;

-  Decision of the Shareholders General Meeting (SGM) approving the listing;

-  Shareholders registration book compiled within one month prior to the time of filing listing registration application;

-  Prospectus;

-  Warranties of shareholders being members of the Board of Management, Supervisory Committee, Director or General Director, Deputy Director or Deputy General Director and Chief Accountant holding 100 percent of their shares within six months since the listing date and 50% of these shares within the next six months;

-  Listing Consulting Contract (if any);

-  Certificate of the Securities Depository Central (SDC) regarding the concentrated depository of that organization’s shares.

Accordingly, the listing registration application shall identify the chartered capital of the company at the time of listing and the number of shares registered and, simultaneously, the company shall deposit those listing registered shares with the SDC.

2. With related to the procedure for converting bonds to shares, the conversion of bonds to shares is synonymous with (i) the company issuing more shares for creditors; (ii) increasing chartered capital; (iii) amending the company’s Charter as a result of capital increasing. Therefore, pursuant to regulations, those events shall be permitted by the SGM.

Subsequently, pursuant to Decision 15/QD-TTLK of the SDC on the promulgation of the rules for implementation of rights of securities owners dated April 02, 2008, the company shall implement the following procedures:

-  Notice on implementation of rights and formation of the list of bonds owners.

-  Implementation of the conversion right of convertible bonds.

-  Distribution of new shares for investors.

After converting bonds to shares, the chartered capital of the company will change causing the change of circulating shares. At the same time, the company shall deposit shares which have just been converted from bonds. As a result, the company cannot implement simultaneously both the share listing registration and bonds conversion procedures but is able to undertake bonds conversion procedures prior to or upon the listing registration of the company’s shares.

• » 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 :: 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)
• » 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? (16/03/2010)