| THE GOVERNMENT No.: 01/2010/ND-CP | SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness -------***------- |
| | Hanoi, January 04, 2010 |
DECREE
ON PRIVATE PLACEMENT OF SHARES
THE GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization of the Government to the November 29, 2005 Law on Enterprises;
Pursuant to the November 29, 2005 Law on Investment;
Pursuant to the June 29, 2006 Law on Securities;
At the proposal of the Minister of Finance,
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Decree provides for activities of private placement of shares and sanctioning of administrative violations in these activities of joint-stock companies established and operating in the territory of the Socialist Republic of Vietnam (below collectively referred to as placing institutions).
Joint-stock companies established and operating under foreign laws may not privately place shares in the territory of the Socialist Republic of Vietnam, unless otherwise provided by a treaty to which the Socialist Republic of Vietnam is a contracting party.
Article 2. Subjects of application
1. Joint-stock companies
2. Enterprises, excluding wholly state-owned enterprises transformed into joint-stock
companies.
companies.
Article 3. Application of laws
Private placement of shares by enterprises engaged in conditional business lines must comply with this Decree and other relevant specialized laws.
Article 4. Interpretation of terms
In this Decree, the following terms are construed as follows:
1. Private placement of shares means a direct placement of shares or the right to purchase shares to any of the following entities not through the mass media:
a/ Professional securities investors;
b/Fewer than 1 OX) non-professional securities investors.
2. Public company means a joint-stock company satisfying the conditions specified in Articles 25 and 26 of the Law on Securities.
Article 5. Share par value
Shares to be privately placed in the territory of the Socialist Republic of Vietnam shall be denominated in Vietnam dong. The par value of shares to be privately placed is 10,000 (ten thousand) Vietnam dong.
Chapter II
TASKS AND POWERS OF STATE AGENCIES COMPETENT TO MANAGE PRIVATE PLACEMENT OF SHARES
Article 6. State agencies competent to manage private placement of shares
State agencies competent to manage private placement of shares (below collectively referred to as competent state agencies) include:
The State Bank of Vietnam, in case placing institutions are credit institutions;
The Ministry of Finance, in case placing institutions are share insurance businesses;
The State Securities Commission, in case placing institutions are joint-stock securities companies, joint-stock fund management companies and public companies (except public companies engaged in the credit or insurance domain);
Provincial-level Planning and Investment Departments and management boards of industrial parks, export processing zones, hi-tech parks and economic zones, in case placing institutions are joint-stock companies other than those defined in Clauses 1,2 and 3 of this Article.
