Offer and assignment of shares
Offer and assignment of shares
1. The Board of Management shall determine the time, method and the price at which shares shall be offered within the number of shares which may be offered. The price at which shares shall be offered shall not be lower than the market price at the time of offering or the latest value recorded in the books of shares, except in the following cases:
(a) Initial offering of shares to persons other than founding shareholders;
(b) Shares offered to all shareholders in proportion to the respective numbers of shares they currently hold in the company;
(c) Shares offered to brokers or underwriters9. In this case, the amount of discount or specific discount percentage must be approved by the shareholders representing at least seventy five (75) per cent of the total number of shares with voting rights;
(d) Other cases and the discount rates in such cases shall be stipulated in the charter of the company.
2. In the case the company issues additional ordinary shares and offer such shares to all oridnary shareholders in proportion to the respective numbers of shares they currently hold in the company, the following provisions must be implemented:
(a) The company must notify shareholders in writing by a means which is guaranteed to reach their permanent addresses. The notice must be published on newspaper in three consecutive issues within ten (10) working days from the date of notification.
(b) The notice must contain full name, permanent address, nationality, number of identity card, passport or other legal personal identification of a shareholder being an individual; name, permanent address, nationality, number of the decision on establishment or number of business registration of a shareholder being an organization or its authorized representative; the existing number of shares and percentage of shares of shareholders in the company; total number of shares intended to be offered and number of shares which a shareholder is entitled to subscribe; offered selling price of shares; time-limit for registration to subscribe; full name and signature of the legal representative of the company. The time-limit stated in the notice must be reasonably
10 The literal translation is “having not accepted”
sufficient for registered shareholders to subscribe for shares. The notice must be accompanied with a registration form for share subscription issued by the company.
(c) Shareholders have the right to transfer their priority right in subscribing for shares to other people;
(d) If a registration form for share subscription is not sent to the company within the notified time-limit, the relevant shareholder shall be deemed as having rejected10 the priority right for subscription. Where shareholders and transferees of priority rights for subscription do not register to subscribe for all the shares intended to be issued, the remaining number of shares intended to be issued shall be managed by the Board of Management. The Board of Management may allocate such shares to shareholders of the company or to other people in a reasonable manner with conditions not more favourable than the conditions of offering for sale to shareholders, except where otherwise approved by the General Meeting of Shareholders or where shares are sold through a securities transaction centre.
3. Shares shall be deemed to have been sold upon full payment and correct and full entry of the information on the purchaser stipulated in clause 2 of article 86 of this Law in the register of shareholders; from such point of time, the purchaser of shares shall become a shareholder of the company.
3. After the shares are sold, the company must issue and deliver share certificates to the purchasers. A company may sell shares without delivering share certificates. In this case, the information about a shareholder stipulated in clause 2 of article86 of this Law recorded in the register of shareholders shall be sufficient to certify the ownership of shares of such shareholder in the company.
4. Shares may be freely assigned, except in the cases stipulated in clause 3 of article 81 and clause 5 of article 84 of this Law. Assignment shall be conducted in writing by normal methods or by hand delivery of share certificates. Assignment documents must be signed by the assignor and the assignee or their authorized representatives. The assignor shall remain the owner of the relevant share until the name of the assignee is registered in the register of shareholders.
Where only a number of shares in a share certificate indicating names are assigned, the old share certificate shall be cancelled and the company shall issue a new share certificate recording the number of shares assigned and the remaining number of shares.
6. The conditions, methods and procedures for offering shares to the public shall comply with the legislation on securities.
The Government shall provide for individual share offering.
- Contact directly at the following address:
Daiviet Law Firm
Daiviet Notary Office
No. 335 Kim Ma Street - Ba Dinh District - Hanoi- Vietnam
Tel: (84-4) 37478888/ Hot-line: 0933 668 166
Fax: (84-4) 37473966
