Luat Viet

:: 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?

Answer:

Pursuant to Article 18(1)(b) of Decision 87, the SDC undertakes the transfer of share ownership through securities transactions at SE, in the following cases: gifts, compliments, giving away, succession of securities according to civil laws. Hence, the compliment and giving away transactions are not compulsory through SE. The SDC will conduct the transfer of securities ownership to your wife.

As for the depository, Article 6 of Decision 16/QD-TTLK dated April 02, 2008 on the issuance of the rules on securities depository operations stipulates: “Investors open an unique share depository account at the depository member to perform transaction of deposited shares at SDC except cases at paragraph 2 Article 22 of the Rules for registration, depository, offset and liquidation of shares”. Therefore, you can deposit at SDC.

With related to presenting and giving away shares, you need to compile dossiers in compliance with Article 26 Decision 14/QD-TTLK dated April 02, 2008 on issuance of Rules of shares registration operations, including the following documents:

- Document suggesting the transfer of securities ownership of the presenter stating clearly reasons and relevant information of the presentee;

- Securities present and giving away contract notarized;

- Due copy of documents of individuals, organizations of the presenter and presentee;

- Request for securities transfer and documents confirming the balance, in which the depository member undertakes to freeze his/her securities account in case securities are deposited or due copies of Book/Certificate of securities ownership of transferer of securities not yet deposit;

- Documents proving the publish of information as stipulated regarding subjects who have to publish information when transfer securities according to Securities Law;

Other relevant materials and documents (if any).

• » 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 :: 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)
• » 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)