THE GOVERNMENT
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No: 14/2007/ND-CP
Hanoi, January 19, 2007
 
DECREE
DETAILING THE IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE LAW ON SECURITIES
THE GOVERNMENT
Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the June 29, 2006 Law on Securities;
At the proposal of the Finance Minister,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.- Governing scope
This Decree details the implementation of a number of articles of the Law on Securities regarding public offering of securities, securities listing, securities companies, fund management companies and securities investment companies.
Article 2.- Interpretation of terms
1. Bond owner's representative means a member of the securities depositary center authorized to hold bonds and represent benefits of a bond owner.
2. Country of origin means a country or a territory where a foreign legal entity is established.
3. Value of a fund's net asset means the total value of a fund's assets minus the total value of its payable debts.
4. Investment management contract means a contract concluded between a securities investment company or an organization or individual at home or abroad and a fund management company, entrusting the latter to manage the investment of his/her/its assets.
Chapter II
PUBLIC OFFERING OF SECURITIES
Article 3.- Forms of public offering of securities
1. Initial public offering of stocks or fund certificates covers:
a/ Initial public offering of stocks or fund certificates to mobilize capital for an issuing organization;
b/ Initial public offering of stocks by an issuing organization to become a public company through changes in its ownership structure without increasing the charter capital of such issuing organization.
2. Additional public offering of stocks or fund certificates covers:
a/ Additional public offering of stocks or offering of rights to purchase shares by a public company to its present shareholders in order to increase its charter capital;
b/ Subsequent public offering of stocks by a public company to change its ownership structure without increasing its charter capital;
c/ Additional public offering of fund certificates by a fund management company; additional public offering of stocks by a securities investment company.
3. Public offering of bonds.
Article 4.- Conditions for initial public offering of stocks by some types of enterprise
1. For enterprises with 100% state capital, which are transformed into joint-stock companies in combination with public offering of stocks, the provisions of law on transformation of state companies into joint-stock companies shall be complied with.
2. For foreign-invested enterprises transformed into joint-stock companies in combination with public offering of stocks:
a/ Satisfying the conditions specified at Points a and b, Clause 1, Article 12 of the Law on Securities;
b/ Having an issuance plan and a plan on the use of capital mobilized from the offering, approved by the owner of the enterprise with 100% foreign capital or the board of directors of the joint-venture enterprise;
c/ Being advised by a securities company on the compilation of stock offering dossier.
3. For foreign-invested enterprises already transformed into joint-stock companies, the following conditions must be satisfied:
a/ Satisfying the conditions specified in Clause 1, Article 12 of the Law on Securities;
b/ Satisfying the conditions specified at Point c, Clause 2 of this Article.
4. For enterprises newly established in the domain of infrastructure:
a/ Being investors in the construction of infrastructure facilities under socio-economic development schemes of ministries, branches, provinces or centrally run cities;
b/ Having investment projects approved by competent authorities;
c/ Having commitments made by their boards of directors or founding shareholders to bear joint responsibility for their issuance plans and plans on the use of capital mobilized from the offering;
d/ Having issuance underwriting organizations;
e/ Having banks to supervise the use of capital mobilized from the offering.
5. For enterprises newly established in the hi-tech domain:
a/ Operating in the hi-tech domain eligible for investment promotion according to the provisions of law;
b/ Satisfying the conditions specified at Points b, c, d and e, Clause 4 of this Article.
6. Securities investment companies that offer securities to the public shall comply with the provisions of Chapter V of this Decree.

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