Answer

 Question: We are a share holding company having ten shareholders. In order to increase the capital, we have issued new shares and we intend to offer to our five partners that may include a commercial bank. Please tell us the conditions relating to the offering shares?

Answer:

The offering shares as you mentioned is governed by the Decree 01/2010/ND-CP dated January 04, 2010 of the Government on private shares offering. Under the said Decree, the private shares offering is defined as a direct offer for sale of shares or share options, not using the mass media, to either (i) professional securities investors or (ii) less than one hundred non-professional securities investors.  According to the Law on Securities, the professional securities investors include commercial bank, finance company, financial leasing company, insurance business organization, securities trading organization.

In order to privately offer shares, your company shall have to satisfy following conditions, among other conditions that are stipulated by specialized laws:

- Have a resolution of the general meeting of shareholders or the Board of Management approving the private offering plan and the plan for use of money received from private offering in accordance with the company charter.

The offering plan must clearly identify the number and type of investors and suspending the transfer of shares for at least one year after completion of each offering.

For offering strategic partners, your company shall set up criteria to identify and select strategic partners.

- Having dossier of private offering shares and submitting to the competent State authority no less than 20 days before the date of offering.

- The period between two offering times must not less than six months.

Additionally, your company shall have to comply with the obligations as follows:

- Must not advertise the private offering in the mass media within 90 days prior to, and during, the period of private offering.

- Providing information on the private offering to investors.

- Organizing the private offering in accordance with the plan registered with the competent State authority.