According to the law on securities, what conditions must be met for a private securities offering?

According to the provisions of Clause 1, Article 31 of the Securities Law 2019, the offering and selling of individual stocks, individual convertible bonds, and bonds with individual warrants of public companies must ensure the following conditions:

– There is a decision of the General Meeting of Shareholders approving the plan for issuance and use of proceeds from the offering; clearly define criteria and number of investors;

– Participants in the offering only include strategic investors and professional securities investors;

– The transfer of shares offered for private placement, convertible bonds for private placement, bonds with warrants for private placement is limited to a minimum of 03 years for strategic investors and a minimum of 01 year for professional securities investors from the date of completion of the offering, except in cases of transfer between professional securities investors or carried out under a legally effective court judgment or decision, an Arbitrator’s decision or inheritance according to the provisions of the Law. law;

– Individual stock offerings, individual convertible bonds, and bonds with individual warrants must be at least 06 months apart from the date of completion of the most recent offering;

– The offering of shares, conversion of bonds into shares, and exercise of warrants must meet the regulations on ownership ratio of foreign investors according to the provisions of law.

What are the conditions for a public company to offer private bonds?

According to the provisions of Clause 2, Article 31 of the Securities Law 2019, the conditions for private bond offerings of public companies that do not fall into the cases specified above include:

– There is a decision of the General Meeting of Shareholders or the Board of Directors approving the plan to issue and use the proceeds from the offering; clearly define criteria, quantity, and investors;

– Participants in the offering include only professional securities investors;

– The transfer of privately offered bonds can only be carried out between professional securities investors, except in cases where it is carried out according to legally effective court judgments or decisions, Arbitration decisions or inheritance according to the provisions of law;

– Pay in full both principal and interest of the bonds offered or pay all debts due for 03 consecutive years before the bond offering (if any), except in the case of offering bonds to creditors who are selected financial institutions;

– Have financial statements for the year immediately preceding the year of issuance audited by an approved auditing organization;

– Meet the financial safety ratios and operational safety ratios according to the provisions of law (if any).

How are the conditions for offering individual shares and convertible bonds of a securities company that is not a public company regulated?

According to the provisions of Clause 3, Article 31 of the Securities Law 2019, securities companies and securities investment fund management companies that are not public companies that offer individual shares, individual convertible bonds, or bonds with individual warrants must meet the following regulations:

– There is a decision of the General Meeting of Shareholders approving the plan to issue and use the proceeds from the offering; clearly define criteria and number of investors;

– Participants in the offering only include strategic investors and professional securities investors;

– The transfer of shares offered for private placement, convertible bonds for private placement, bonds with warrants for private placement is limited to a minimum of 03 years for strategic investors and a minimum of 01 year for professional securities investors from the date of completion of the offering, except in cases of transfer between professional securities investors or carried out under a legally effective court judgment or decision, an Arbitrator’s decision or inheritance according to the provisions of the Law. law;

– Individual stock offerings, individual convertible bonds, and bonds with individual warrants must be at least 06 months apart from the date of completion of the most recent offering;

– Offering shares, converting bonds into shares, exercising warrants must meet the regulations on the ownership ratio of foreign investors according to the provisions of law.

How are the conditions for private bond offerings of securities companies that are not public companies regulated?

According to the provisions of Clause 4, Article 31 of the Securities Law 2019, the conditions for private bond offerings of securities companies and securities investment fund management companies that are not public companies and are not subject to the case of private stock offerings, individual convertible bonds, or bonds with individual warrants include:

– There is a decision of the General Meeting of Shareholders or the Board of Directors or the Board of Members or the company’s owners approving the plan to issue and use the proceeds from the offering; clearly define criteria and number of investors;

– Participants in the offering include only professional securities investors;

– The transfer of privately offered bonds can only be carried out between professional securities investors, except in cases where it is carried out according to legally effective court judgments or decisions, Arbitration decisions or inheritance according to the provisions of law;

– Have financial statements for the year immediately preceding the year of issuance audited by an approved auditing organization;

– Meet financial safety ratios and operational safety ratios according to the provisions of law (if any).

What are the conditions for offering shares to existing shareholders of a securities company?

According to the provisions of Clause 5, Article 31 of the Securities Law 2019, securities companies and securities investment fund management companies that are not public companies offering shares to existing shareholders according to the existing ownership ratio must meet the following conditions:

– There is a decision of the General Meeting of Shareholders approving the plan to issue and use the proceeds from the offering; clearly define criteria and number of investors;

– Individual stock offerings, individual convertible bonds, and bonds with individual warrants must be at least 6 months apart from the end date of the most recent offering.

Thus, above are the conditions that organizations need to ensure when conducting private securities offerings.