Decision No. 108/2008/QD-BTC dated November 20, 2008 of the Ministry of Finance promulgating the Regulation on Organization and Management of trading in securities of unlisted public companies at the Hanoi Securities Trading Center
THE MINISTRY OF FINANCE
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom Happiness
Hanoi, November 20, 2008
ISSUING REGULATIONS ON ORGANIZATION AND MANAGEMENT OF TRADING UNLISTED PUBLIC COMPANY SECURITIES ON HANOI SECURITIES TRADING CENTRE
THE MINISTER OF FINANCE
Pursuant to Law 70 on Securities dated 29 June 2006;
Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on functions, duties, powers and organizational structure of the Ministry of Finance;
Pursuant to Decree 14/2007/ND-CP of the Government dated 19 January 2007 implementing the Law on Securities;
Pursuant to Official Letter 4409/VPCP-KTTH of the Government Office dated 7 July 2008 on preparation to commence the securities trading market for unlisted public companies;
On the proposal of the Chairman of the State Securities Commission;
To issue with this Decision the Regulations on organization and management of trading unlisted public company securities on Hanoi Securities Trading Centre (HASTC).
This Decision shall be of full force and effect fifteen (15) days after the date of its publication in the Official Gazette.
The chairman of the State Securities Commission, the Head of the Office of the Ministry of Finance and heads of entities under the Ministry, the Director of HASTC and other entities involved shall be responsible for implementation of this Decision.
FOR THE MINISTER OF FINANCE
Tran Xuan Ha
ON ORGANIZATION AND MANAGEMENT OF TRADING UNLISTED PUBLIC COMPANY SECURITIES ON HANOI SECURITIES TRADING CENTRE
(Issued with Decision 108/2008/QD-BTC of the Minister of Finance dated 20 November 2008)
Article 1.- Governing scope
These Regulations provide for organization and management of trading unlisted public company securities comprising shares and convertible bonds on the Hanoi Securities Trading Centre (hereinafter abbreviated to HASTC) and public company securities delisted on the Ho Chi Minh City Stock Exchange (hereinafter abbreviated to HOSE).
Article 2.- Interpretation of terms
In these Regulations, the following terms shall be construed as follows:
1. Registered trading company means a public company with securities which are registered for trading on HASTC.
2. Registered trading system means the system for trading public company securities [i.e. securities of registered trading companies] on HASTC.
3. Member of the registered trading system (hereinafter abbreviated to member) means a securities company with permission from HASTC to conduct trading on the registered trading system of HASTC.
4. Undertaking to provide assistance means a member undertakes to a public company to conduct procedures on behalf of such company in order to register trading of [the public company's] securities on the registered trading system of HASTC, and to assist such company to strictly discharge its obligation to disclose information in accordance with law, and that the member in fact implements such undertaking.
5. Assisting member means a member responsible to assist a public company conducting registrationfor trading.
6. Trading representative of a member of HASTC (hereinafter abbreviated to trading representative) means the employee/s appointed by such member and to whom HASTC issues a trading representative card and permits to act as representative of the member in placing orders into the registered trading system of HASTC.
Article 3.- Securities registered for trading
Securities registered for trading on HASTC shall comprise shares and convertible bonds for which approval has been granted for their registration for trading on HASTC.
Article 4.- Members
1. Members must comply with rules issued by HASTC on membership of the registered trading system.
2. An assisting member for the securities of any registered trading company shall be responsible to assist such company to discharge its obligation to disclose information in accordance with law.
Article 5.- Holding trading
Trading of securities shall be conducted via members; and information about transactions must be notified via the registered trading system of HASTC in order to be collated and included in general [overall] trading results.
Article 6. Disclosure of information
1. Public companies, members and HASTC must promptly disclose complete and accurate information in accordance with the provisions in Section 3 of Chapter II of these Regulations.
2. Public companies registering for trading on HASTC shall be liable for the accuracy, completeness and truthfulness of the information items which they disclose. Assisting members for securities of a public company shall be liable within the relevant scope for disclosure of information by such public company.
3. HASTC shall provide specific rules on implementation of disclosure of information by public companies registering for trading on HASTC.
Section 1 REGISTRATION FOR TRADING
Article 7.- Conditions in order to register for trading
Securities may be registered for trading on HASTC when they satisfy all the following conditions:
1. They are securities of a public company as defined in article 25 of the Law on Securities and are unlisted on HASTC or have been delisted on HOSE.
2. They are securities which have been registered for depository at a Securities Depositary Centre (hereinafter abbreviated to SDC).
3. They are securities for which one member undertakes to provide assistance.
Article 8.- Application file to register for trading
An application file from an unlisted public company to register its securities for trading shall comprise the following documents:
1. Request to register trading of securities on HASTC (on the standard form in Appendix 1A or 1B
issued with these Regulations).
2. Contract with undertaking to provide assistance ["assistance contract"] on the standard form stipulated by HASTC, except where a member conducts procedures to register trading of the securities of such member's own company.
3. List of disclosed information items (on the standard form in Appendix 2 issued with these Regulations).
4. Certificate of registration of securities depository issued by the SDC.
Article 9.- Procedures for registering for trading and for de-registration
1. Any company which registered with the State Securities Commission (hereinafter abbreviated to SSC) as a public company prior to the date on which these Regulations take effect, must conduct procedures to register depository of its securities with the SDC within six (6) months after the date on which these Regulations take effect.
2. Any company which registers with the SSC as a public company after the date on which these Regulations take effect, must register depository of its securities with the SDC within six (6) months after the date on which it registered with the SSC as a public company.
3. HASTC shall provide specific rules on procedures for registering for trading and for de-registration.
Article 10.- Assisting members
1. Assisting members must sign an assistance contract with a registered trading company on the standard form issued by HASTC.
2. Assisting members shall have the following obligations:
(a) To ensure that the securities of the public company for which they have provided the undertaking satisfy the conditions stipulated by law and in these Regulations to be placed into the registered trading system of HASTC.
(b) To act on behalf of the public company for which they have provided the undertaking in conducting procedures to register trading of the [public company's] securities on the registered trading system of HASTC.
(c) To assist the registered trading company for which they have provided the undertaking, to discharge its obligation to disclose information as follows:
- To regularly activate such company to make disclosure of information correctly in accordance with law;
- To assist such company with the methods for disclosing information and the contents of disclosed information on request from such company;
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