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.

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