Guide to vietnam securities 2011

Guide toVietnam Securities

2011

About Viet Capital SecuritiesViet Capital Securities (VCSC) is a leading securities firm fully licensed by the State Securities Commission of Vietnam to provide investment banking, research and brokerage services in Vietnam to governments, corporations, institutions and individuals worldwide.

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Guide to Vietnam SecuritiesViet Capital Securities’ Guide to Vietnam Securities covers everything investors need to understand to trade in Vietnam. Whether listed or unlisted securities or IPOs, it’s all exposed in the finest details. No stones left unturned. No half truths.

Content

1. Listed Securities 4

1.1. Overview 5

1.2. Placing an order 6

1.3. Trading restrictions 8

1.4. Disclosure requirements 9

1.5. Order matching and price determination 11

2. Unlisted “OTC” Securities 12

2.1. Introduction 13

2.2. Process of trading OTC securities 13

2.3. Conclusion 15

2.4. WTO and FOL for OTC securities 15

2.5. List of documents needed to trade OTC securities 16

3. IPOs 18

3.1. IPOs & auction basics 19

3.2. How to participate in an auction in Vietnam 20

3.3. Auction example 21

3.4. VCSC as an auction agent 21

3.5. Auction registration (checklist) 21

3.6. Background information on share offerings in Vietnam 22

3.7. Auction process flow (summary) 24

4. Annexes 26

4.1. Setting up to invest in Vietnam 27

4.2. List of banks offering custody services 28

4.3. Rights and obligations of investors 29

4.4. Capital flows 29

4.5. Taxes 30

4.6. Board membership 30

4.7. Legalization process 31

Guide to Vietnam Securities2011

[email protected] | VCSC <GO> | page 3

Interpretation of terms

Outstanding shares: means the total amount of shares issued by the company. This number can be different from the amount of “listed shares”, which is the amount effectively listed by the company on one of Vietnam’s stock exchange (a company cannot list shares on both exchanges at the same time). Some companies do not list all their shares, notably VCB and CTG.

Voting shares: Voting shares are currently the same as “outstanding shares” as Vietnam only has one class of shares which are all entitled to the same rights and obligations. We talk about voting shares in certain sections of this document as the law refers to that specific term on these specific occasions. The distinction between outstanding shares and voting shares will become important as Vietnam allows different classes of shares carrying different rights and obligations. We make the distinction at this time out of a desire for precision.

Strategic Investor: Decision 36/2003/QD-TTG from the Ministry of Finance stipulates that “if foreign investors desire to become strategic investors of Vietnamese enterprises, they must have the financial capacity and ability to support Vietnamese enterprises in developing, improving ability of administration and management and apply of modern technology, and have close relations with enterprises on a long term basis in terms of interests, and satisfy specific criteria set out by the enterprises”.

DisclaimerNo representation, warranty or undertaking, expressed or implied, is given as to the accuracy or completeness of the information contained in this document by any of Viet Capital Securities, its members, employees or affiliates and no liability is accepted by such persons for the accuracy or completeness of any such information. The information is intended for general guidance only, and it is the responsibility of any person or persons in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. One must understand that the information may be change at any time without warning by Vietnam authorities. In addition, practice may be different from the letter of the law. We did make the utmost effort to ensure that all information is accurate at the time we published. The distribution of this document may be restricted in certain jurisdictions in which case you may not use it.


ListedSecurities1



1.1. Overview

Stock exchanges (abbr.)

Ho Chi Minh Stock Exchange(HSX)

Hanoi Stock Exchange (HNX)

ReferenceReuters: .VNIBloomberg: VNINDEXhttp://www.hsx.vn

Reuters: .HNXIBloomberg: VHINDEXhttp://www.hnx.vn

Currency of trade Vietnam Dong (VND)

Trading days Monday – Friday (GMT+07:00)

Holidays • January 1st – New Year• Jan-Feb (last day of the last lunar month to the third day of the first lunar

month inclusively) – Vietnamese (Chinese) New Year • April (10th day of the 3rd lunar month) – King Hung Commemorations• April 30 – Liberation Day• May 1 – Labour Day• September 2 – National Holiday

Boards 1) One main board only (HSX) 1) Main board (HNX)2) “Nasdaq type” board (UpCom)

Trading hours HSX: Equities (no bonds on HSX)Session 1: 08:30-08:45 (P.OM & PT)Session 2: 08:45-10:30 (C.OM & PT)Session 3: 10:30-10:45 (P.OM & PT)Session 4: 10:45-11:00 (PT only)

Matching in session 1 and 3 is done at the end of each session (periodic order matching, or P.OM) while Session 2 matching is continuous throughout the session (or C.OM). Trading hours are expected to extend to the afternoon in 20 Feb 2012.

A Put-Through (PT) is the act of directly matching an order with another market participant, aka block dealing. PT transactions can occur at anytime during trading hours. On the HSX, any order of 20,000 shares or more must be matched via PT, either by finding your own counterparty, or asking your broker to help. Orders of less than 20,000 shares cannot be match in PT. All PT transactions are matched through the exchange’s system. Note it’s possible to break large orders into multiple smaller one to avoid PT.

HNX: Equities & BondsSession 1: 08:30 – 11:00(Continuous OM and PT)

UpCom: Equities & BondsSession 1: 08:30 – 11:30 Session 2: 13:30 – 15:00 (Continuous OM and PT)

HNX only has one session where matching is conducted by order matching (OM) or put-through (PT) both for equities and bonds. A Put-Trough (PT) is optional if trading at least 5,000 shares or 1,000 bonds. Order matching (OM) is mandatory for smaller trades. Note it’s always possible to break large orders into multiple smaller one to avoid PT.

UpCom has two sessions where trades are matched through OM or PT. On the first day of a newly listed stock, only OM orders are accepted.


1.2. Placing an order

Order types & validity HSXLO: Limit order, valid the entire dayATO: Market order valid in 1st session only, matching priority over LOATC: Market order valid in 3rd session only, matching priority over LOMP: Market order (approved, but not yet implemented)

HNX / UpComLO: Limit order, valid the entire day

Daily price change limit (aka collar)

(price ceiling and floor on the day)

HSXEquities: 5% of previous day’s close, 20% if 1st day of listing

Bonds: No limit

HNXEquities: 7% of previous day’s volume weighted average price. 30% if 1st day of listing.

UpComEquities: 10% of previous day’s volume weighted average price.40% if 1st of listing

Bonds: No limit

Price Units / Ticks/ aka Quote unit

(smallest multiple one can price shares at)

Price unit if current price is (VND):

Equities Bonds

HSX HNX UpCom All Exch

≤ 49,900 100vnd 100vnd 100vnd None50,000 to <100,000 500vnd 100vnd 100vnd None≥ 100,000 1,000vnd 100vnd 100vnd None Does not apply to PT transactions (they can be traded at any price).

Board lot

(smallest multiple of shares one can transact)

HSXEquities: 10 shares

(i.e. you can transact 10, 30, 70, …, shares, but not 22, 47, 89, …)

HNXEquities & Bonds: 100 shares/bonds

UpComEquities & Bonds: No board lot, minimum 10 shares

Does not apply to PT transactions (they can be traded in any quantities).



Amending and cancelling orders

HSXSession 1: Cannot cancel any order. Unmatched portion of ATO orders are cancelled at the end of the session.Session 2: Unmatched portion of any order can be cancelled at any time.Session 3: Can only cancel limit orders that were placed in previous sessions. New orders cannot be cancelled.Session 4: N/A

It’s impossible to change the price or quantity of an order; you must cancel the order and then enter a new one.

HNX / UpComSession 1: Unmatched portion of any order can be cancelled at any time

It is possible to change the price of any order at any time, but to change the quantity you must first cancel your current order and enter a new one.

Matching priority All exchanges (PTQ principle)#1 – Price priority : priority to the highest price bid or the lowest ask#2 – Time priority : for orders at same price, priority to orders that came in first#3 – Quantity priority : for orders at same price and time, priority is given to

orders with the highest quantity of shares

Matching principle HSXBuy orders at higher or equal price than sell orders are matched against each other following the PTQ principle. Partial fills are possible.

HNX / UpComBuy orders at higher or equal price to sell orders are matched against each other following the PTQ principle. Partial fills are possible

See section on “order matching and price determination” further in this document for details about how ATO and ATC orders are matched.

Settlement

(cash/stocks received on settlement day can only be used the day after)

HSXEquities: T+3 days; T+1 if transacting over 100,000 shares by put-through

HNXEquities: T+3 days; T+1 if transacting over 100,000 shares by put-throughBonds: T+3; choice of T+1,2 or 3 if transacting over 100,000 bonds

UpComEquities & Bonds: T+3

Face value Equities: 10,000vndBonds: 100,000vnd

Odd-lots Odd lots (shares owned in a number below 10 on the HSX and below 100 on the HNX) may be kept, sold in a PT transaction, or sold to your broker.


1.3. Trading restrictions

Foreign ownership limit (FOL)

Equities: 49% of outstanding shares, 30% for banks*, and less for companies that pledged to list a some shares offshore; note that certain companies do not list all their shares and therefore the FOL for the shares listed would be higher (for example, a company that lists say less than 49% of its outstanding shares, foreigners could buy up to 100% of the listed shares). FOL is available in real-time on Bloomberg (all stocks) and on VCSC’s price board (www.vcsc.com.vn), just hover your mouse over any ticker (HSX only).

Bonds: No FOL

* Banks FOL is limited to maximum of 5% for any single investor, 10% for any investor that is a bank, and 15% for any “strategic investor”. A 20% stake requires the approval of the Prime Minster. FOL for banks include affiliated persons (see page 10 for details).

Restrictions on newly listed shares

Applies to equities only: Shareholders that are also members of the board of directors or board of controllers, a director, general director, deputy director or chief accountant of a newly listed company must undertake to hold 100% of the shares they own for a period of six (6) months from the date of listing and 50% of this amount for the following six (6) months, excluding any shares held by individuals acting as representative of the State.

Private equity firms who take board seats need to take note of this when planning their exit strategy.

Other restrictions Funding requirement / short selling: Investors must have sufficient funds in their local currency (VND) bank account if buying, or sufficient securities if selling (e.g. short selling is not permitted). If investors have a pending FX transaction from a foreign currency to VND, your custodian may take this into account when verifying for funding requirement. Your custodian is the one who decides if these pending transactions can be counted towards your funding requirement, not your broker.

Same day buy / sell: It is possible to buy and sell the same ticker on the same day as long as you follow certain restrictions: • You may only place a buy order if you do not have a current sell order on the

same ticker, and vice versa. If you do, you will have to cancel your current order before placing your second order on the same ticker.

• One ticker, one broker. If you buy (or sell) shares with a broker, for the rest of the day, you may only buy (or sell) the same ticker with the same broker.

Margin lending: Permitted for local investors only (albeit not for now as full implementation of this new regulation is not possible yet).

Securities borrowing or lending: Not permitted.



1.4. Disclosure requirements

Disclosure based on insider trading

(including substantial shareholders)

Applies to equities only: If a shareholder wishes to buy or sell shares and he or its affiliated persons* is considered an “insider”, the shareholder must declare its intention, and how many shares are to be bought and/or sold in a given period (maximum two months), to the SSC, the stock exchange (HSX or HNX) and the company at least 3 days before trading any amount of shares. Upon receipt of the notice, the stock exchange will advertise the information on its website and the shareholder will be allowed to trade only 24h after such information has been advertised. Should the shareholder complete its intended trades, or should the given period expire, whichever come first, the shareholder must declare the results of its trades within 3 days of the date of completion or expiry, whichever come first. If the results differ from declared intentions, he must explain why.

Investors are solely responsible for any and all disclosures. Should clients require assistance, VCSC will be happy to help.

* see page 10 for details

Disclosure based on substantial ownership

(equal or more than 5% of total voting shares)

Applies to equities only: Anytime a shareholder acquires and amount equal to or greater than 5% of the total number of voting shares of a company, including the amounts held by its affiliated persons*, the shareholder must declare the fact within 5 days of the date of the transaction that brought the shareholding (including its affiliated persons) to an amount equal to or greater than 5%. The same applies if reducing a stake below 5%.

Finally, anytime a substantial shareholder (including its affiliated persons) increases or reduces their stake by an amount equal to or more than 1% of the total amount of voting shares of a company since their last declaration must also declare their new ownership level each time they pass that threshold. The law is silent as to who, between the affiliated persons, must make the disclosure.

While VCSC will help its clients meet their disclosure obligations, according to Vietnam laws, investors are solely responsible for any and all disclosures.

* see page 10 for details


“Insider” means:(a) Members of the board of management and board of controllers, the director or general director and the

deputy director or deputy general director of a public company; members of the committee of representa-tives of a public fund;

(b) Major shareholders of a public company or of a public fund;(c) Auditors of the financial statements of a public company or of a public fund;(d) Other persons with access to inside information of a public company or public fund;(dd) Securities companies, securities investment fund management companies and securities practitioners

of such companies;(e) Organizations and individuals with a business co-operation relationship with, or who provide services

to a public company or a public fund, and people working in such organizations;(g) People who directly or indirectly obtain inside information from the subjects stipulated in sub clauses

(a) to (dd) inclusive of this clause.

“Affiliated person” means:(a) Parents, adopted parents, spouses, children, adopted children and siblings of any such individual; (b) Organizations in which there are individuals who are staff, the director or general director, or the owner

of more than fifteen (15) per cent of the voting shares in circulation;(c) Members of the board of management or board of controllers, the director or general director and the

deputy director or deputy general director and other managerial personnel of such organization;(d) People who in a relationship with another person directly or indirectly control or are jointly controlled

by such other person, or who jointly with another person are subject to the same control;(dd) A parent company and its subsidiaries;(e) A contractual relationship in which one person is the representative of the other. “Affiliated person” as it applies to bank’s FOL* (slightly different from “affiliated person” under other circumstances (as above):(a) The parent company of that entity or any other member company that is within the same parent

company with that entity;(b) Any person or an institution that manages the parent company or has the authority to appoint executive

officers in the parent company of that entity;(c) Any member company or subsidiary of that entity;(d) Any executive officer, member of the Board of Controllers, or person/ entity with authority to appoint

the executive officer of that entity;(dd) Any shareholder or group of shareholders holding 10% or more of total common shares of that

entity;(e) Spouse, parent, adoptive parent, children, adopted children, and brothers and sisters (and spouses

of these persons) of any executive officer, member of the Board of Controllers, or shareholder holding 10% or more of the total common shares of that entity;

(f) Spouse, parent, adoptive parent, children, adopted children, and brothers and sisters (and spouses of these persons) of that individual;

(g) An individual authorized to represent such persons referred to in paragraphs (1), (2), (3), (4), (5), (6), and (7) above, with respect to their authorisers and related persons of tHSX authorisers and authorised persons.

* The “dd” in the above lists come from the translation of legal texts into English. It comes from the fact that the Vietnamese alphabet contains both a “d” and a “d” with a bar, with the later represented as “dd” in English.



Periodic Order Matching (HSX only): Buy and sell orders are queued for matching at a specific time at the single lowest price that generates the highest trading volume. For example, if person (a) buys 10 shares at 100vnd, person (b) sells 3 shares at 90, person (c) sells 3 shares at 92, person (d) sells 3 shares at 95 and person (e) sells 4 shares at 97, the matching price will be 97, where (a) will buy 10 shares, (b), (c) and (d) will sell all their shares, and (e) will sell 1 share only. All parties transact at 97vnd/shares. This matching method is used to determine the opening and closing price of stocks. Orders in Periodic sessions are matched at the end of the session only, during which ATO/ATC orders have priority over Limit Orders.

Continuous Order Matching (All exchanges): The trading systems of each exchange continuously matches the first buy and sell order in the queue, and at the same time, confirms each executed transaction via the broker/trader’s terminal. As priority is given to the first order placed, this can make a major difference in your strategy. For example, if a person places an order to buy stock ABC at 100vnd and another person places an order to sell the same stock at 90vnd, the matching price will depend on who first placed the order. If the buyer placed it first, the matching price will be 90vnd. If the seller placed it first, the matching price will be 100vnd.

Put-Through: Price and quantity are negotiated directly between the buyer and the seller or their representa-tive, but the deal is only concluded when it’s matched in the exchange trading system during any session that allows Put-Through (PT). The trading system also allows brokers to advertise IOI’s to find potential buyers/sellers. The executed price must follow the price range for that particular stock on the day the trade is executed.

FOL intraday: When the FOL of a particular stock is reached during trading hours, all current buy orders from foreign entities will automatically be cancelled by the system. Additionally, the systems will reject any all buy orders from foreign entities for the remainder of the day. Sell orders are always accepted however. Shares that foreign investors sell to non-foreign parties are added to the number of shares available to foreign investors after the settlement period (T+3). This rule also applies to Put-Through transactions. Note it is possible for a foreign buyer to transact a PT with a foreign seller even if the FOL for that particular stock has reached the limit.

Opening Price: On the HSX, the opening price (aka reference price) is equal to the previous day’s closing price as determined in session 3 (not including PT transactions). In cases where the closing price couldn’t be determined in session 3, the closing price is equal to the last price at which shares were transacted on that day. If no shares were traded on that day, the second previous day is taken, and so on. On the HNX and Upcom, the opening price is the volume weighted average price (VWAP) of all order-matched orders (excluding PT) of the previous day.

Reference price of newly listed stocks: The “opening price” of newly listed stocks is determined between the company, the advisors and the stock exchange. If the matching price of newly listed shares/investment fund certificates cannot be determined in the first three trading days, the issuing organization shall adjust the expected trading price.

Ex-Dividend / Ex-Right Prices: On the ex-dividend date and/or ex-right date, the reference price shall be determined by adjusting the last trading day’s closing price or the average price of the last few trading days, at the company’s discretion, by the value of dividend or right accordingly.

1.5. Order matching and price determination


Unlisted“OTC” Securities2



2.1. Introduction

2.2. Process of trading OTC securities

This part covers the process of trading unlisted securities, aka “OTCs”. The OTC market is unregulated (there is no disclosures required either), with prices and volumes not reported to any centralized exchange or system. The only way to obtain price information is to ask people who are active traders of OTC companies. Some websites also colligated information and act as a marketplace for buyers and sellers. Volume information is usually hard to obtain. The UpCom was established to provide more transparent price and volume information for unlisted stocks. However, only a few companies have listed on that exchange and volumes are extremely low for now.

As of January 2010, it is estimated that roughly 2,000 companies are eligible for trading on the OTC market, of which approximately 50 are liquid and interesting enough to be considered by foreign investors. To be traded on the OTC market, a company must be a “public company”, which in Vietnam’s legal system means a Joint Stock Company (JSC, a type of legal structure) with over 100 shareholders. Buying OTC securities is akin to investing in a private company and is considered by many as “private equity” investing.

The role of your brokerTechnically speaking, there are no obligations forcing investors to use brokers when negotiating OTC transactions. In practice, however, many will find that using brokers can help facilitate the OTC trading process, especially if you’re located outside of Vietnam. Moreover, several foreign investors prefer that their brokers’ transact the shares on their behalf in a move to hide their identity and limit market impact. VCSC can help at any and all steps of the OTC trading process.

The OTC trading Process ** Please note that the OTC trading process isn’t standardised in any way. While some brokers and traders will “cut corners”, we consider the following process as one of the most diligent way to trade unlisted OTC securities in Vietnam.

1. Contact the company or its registrar (depending on the size of the company) to:a. Make sure there is room for foreigners to buy, however, if buying from another foreign party, there

is no need to verify this;b. Know if any special rules apply to trading this company’s shares (may apply in cases of large

trades, or certain types of shares such as founding shares);c. If buying more than 5% of the companies’ outstanding shares, approval from authorities may be

required, depending on the scope of business of the company, for both for the seller and the buyer. It is advisable to make sure these approvals are obtained before moving forward with the transaction

2. Find a buyer or a sellera. Understand your counterparty (founding shareholder, fund, individual, etc);b. Verify that the shares being sold are free to trade (certain restrictions may apply to founding shares,

shares of a member of the board, etc);c. If buying in large quantities, brokers are often appointed to aggregate the targeted amount of

shares to limit market impact.

3. Negotiate price, quantity, timeline, deposit, settlement procedures, and anything else you deem important with the buyer/seller. All this should be included in a Sale/Purchase Agreement (SPA).

4. Sign and seal two agreements with your counterparty:a. Sale / Purchase Agreement (SPA);

i. Vietnamese, English or bilingual version of the SPA are accepted and enforceable in Vietnam. In case the SPA is in English, it will have to be translated for use in court. In case of differences


between versions, the English version will prevail if provisioned for in the contract;ii. We can provide with an English and/or Vietnamese SPAs that have been used for trading multiple

times, but we cannot guarantee it will protect you in all cases. You should consult your lawyer.b. Share Transfer Agreement (STA) using the format required by the company or registrar.

5. Deposit (usually 10-30%, up to negotiations) by bank transfer from your capital contribution account if you’re a foreign entity in Vietnam (any account otherwise) to the account of the seller. To make the transfer, the bank will require:

For individuals with accounts at BIDV:• Sales/Purchase Agreement (SPA) signed and stamped by both parties;• Share Transfer Agreement (STA) using the format required by the registrar;• Payment Order with passport/ ID card to prove the identity of the transferor. Note that Payment

Orders need to be signed by the account holder, unless you sign one overseas and send it by post directly to the bank, or unless you appointed a permanent authorized person with BIDV’s.

For institutions:• Sales/Purchase Agreement (SPA) signed and stamped by both parties;• Share Transfer Agreement (STA) using the format required by the registrar;• Instruction from the account holder to the custodian bank to effect the transfer of shares;

Note: Some institutions have a policy not to pay for anything unless the shares are already in their possession (e.g. no deposit). In such case, your broker may accept to make the deposit on your behalf, provided that a “broker contract” protecting the broker from counterparty risk is signed.

6. Register the trade with the registrar to effect the transaction. Responsibility for this can be delegated to the buyer, the seller, or you can appoint a 3rd party to act on your behalf in which case a notarized POA is required. If using a 3rd party, you should make sure the POA is flexible enough to allow the third party to represent you in all parts of the OTC trading processes.

The following documents are usually required by the company or registrar to effect the transaction (may vary on a case by case basis):

a. Sales/Purchase Agreement (SPA) signed and stamped by both parties;b. Share Transfer Agreement (STA) using the registrar’s format;c. Share Certificate of the Seller;

i. For individuals: If selling and your account is with BIDV, withdrawal of OTC shares in custody must be done by the client in person unless a “Mandatory Person” has been appointed prior. If using another custodian, please contact them for their specific requirements.

ii. For institutions: If selling, you can give instruction to your custodian bank to allow a 3rd party to withdraw the shares in their custody. No other document is required.

d. The presence of the buyer is required to register the trade. If this cannot be arranged, you may assign a 3rd party to effect the transaction as long as a notarized POA to this effect is provided.

The following documents may also be required, depending on the registrar. It is possible that these documents require legalization . You should prepare multiple sets of such documents in advance just in case.

i. Legalized2 Business Registration Certificate or Certificate of Incorporation of both the buyer and seller (if applicable);

ii. Legalized3 List of authorized representatives of both parties (if any);iii. Legalized4 Extracts of the charter of institutions involved in the transaction.

The registrar will normally issue a receipt once this step is completed. In some cases, the registrar may issue the shares without issuing a receipt prior.



1 See Annex for details on the legalisation process2 ibid3 ibid4 ibid

7. Pay the balance to the seller (100% less the deposit already paid).a. Go to your bank, make the transfer. Same requirements as in step “5”;b. Full payment can be done earlier or later, depending on negotiations.

8. Return to the company or registrar and exchange the receipt received in step “6” for a share certificate. Sometimes, physical shares will not be issued, but your name will be inscribed in the “share book”a. This step aims to unregister the seller and register the buyer as the new shareholder. Normally, it

takes the registrar three (3) days to issue the share certificate to the new shareholder along with their name on the shares.

b. The presence of the buyer is required at this step. If this cannot be arranged, you may give a POA to a 3rd party to effect the transaction. If using a 3rd party, you should make sure the POA is flexible enough to allow the third party to represent you in all parts of the OTC trading processes.

9. Safeguard all documents, including SPAs and STAs, in a safe place. They will be required should you want to sell your shares and/or remit your money abroad.a. Individuals: depository of shares at BIDV must be done by the client in person unless a “Mandatory

Person” has been appointed prior. If using another custodian, please contact them for their specific requirements.

b. Institutions: Any 3rd party can deposit shares in your account.

2.3. Conclusion

2.4. WTO and FOL for OTC securities

There’s room for counterparty risks for which we cannot make any guarantees, even if we are involved in the process or acting as a representative. These risks mainly depend on the quality of the buyer/seller. Due to the existence of such risks, some clients prefer to buy the shares from their broker after the later bought it from a third party.

Trading unlisted OTC securities can be lucrative, especially if the company plans to list soon, but should only be attempted by serious foreign investors. Travel to Vietnam is usually necessary at one point or another to settle the trade, unless a notarized POA is given to an individual acting on your behalf in Vietnam.

The FOL for unlisted securities varies according to Vietnam’s WTO service commitments (see WTO’s website for details). Generally speaking, industrials aren’t restricted (up to 100% is possible) except for particular goods such as oil & gas, automobile, beer and fertilizers. Retail is restricted, but most other services aren’t. Sectors are scheduled to open gradually to foreign participation at different dates. Note that local practices may narrow down the framework set by Vietnam’s WTO service commitments from time to time. There are no FOL for unlisted bonds.

To buy even a single share of an OTC bank, a foreign investor must secure the approval of the State Bank of Vietnam (SBV). In practice, such approval has only been granted to foreign banks who pledge to be strategic investors. This restriction does not apply to Vietnamese banks going into an IPO or tHSX already listed (see respective chapters).


2.5. List of documents needed to trade OTC securitiesStandard documents needed for OTC transactions:• Sales/Purchase Agreement (SPA) signed and stamped by both parties;• Share Transfer Agreement (STA) using the format required by the registrar;• Share Certificate of the Seller;• Broker Contract if you want your broker to make the deposit on your behalf (optional)• POA for a 3rd party to act on your behalf (optional)

In addition, individuals will need to provide the following:• Payment Order with passport/ ID card to prove the identity of the transferor (can be a 3rd party if properly

authorised);

In addition, institutions may need to provide the following:• Legalized5 Business Registration Certificate or Certificate of Incorporation (in case of institutions) of

both buyer and seller (if applicable);• Legalized6 List of authorized representatives of both buyer and seller (if any);• Legalized7 Extracts of the charter of institutions involved in the transaction.



5 See Annex for details on the legalisation process 6 Ibid 7 Ibid


IPOs3



3.1. IPOs & auction basics Basics • Auction is the process through which companies raise capital by selling shares to the public. Auctions can

be organized as an IPO (initial public offering), or a SPO (secondary public offering). In this guide, we use the term IPO, SPO, and auction interchangeably, with all meaning a public offering.

• Private placement is the process through which companies raise capital by selling shares to a limited number of (usually) institutional investors. There are no auctions for private placements. Note that due to Vietnam’s securities laws, shares issued through private placements are subject to a 1 year lock up period.

• Type of Shares Offered: In an auction, companies may sell current shares or issue new shares. • After the Auction: shares of a newly auctioned company are to be traded on the OTC market for an

indefinite amount of time before it is listed on one of the two main boards (HSX or HNX). The amount of time is up to the company to decide, but it usually takes a minimum of 2 months for a company to list after an IPO.

• Par Value: usually 10,000vnd per share.

Points to note• Typical free float: By law, it is required that a minimum of 20% of all outstanding shares of a company

must be held by at least 100 shareholders who are not professional investors for a company to qualify for listing on any exchange in Vietnam.

• Price range: On the first day of listing on the HSX, its share price may fluctuate within 20% (no limit on HNX) of the price proposed by the Company and/or the Exchange (aka reference price). This price may not necessarily be the average auction price. On the second day, the trading range returns to its traditional limit (5% – HSX, 7% – HNX).

• Prospectus: Most prospectuses are only available in Vietnamese.

Who can participate in an auction?• Domestic investors with a cash account at any commercial bank in Vietnam.• Foreign investors with a Capital Contribution Account with any banking institution in Vietnam.• Requirements: It is not necessary to have a trading code or an account with a securities company to

participate in an IPO or SPO, but this is required if you want to sell your shares once they are listed on the HSX or HNX (not if you trade while the shares are traded on the OTC market).

Auction disclosure / announcement requirements• Auction information must be published in key financial magazines and websites of trading centers or

securities firm conducting the auction 20 days prior to the auction date.• Shares can only be allocated once the prospectus has been announced and made available to investors.• Websites: www.hsx.vn (for HSX) and www.hnx.vn (for HNX).

Foreign ownership limit• With respect to 100% state-owned enterprises under equitization (privatisation) process through IPO, foreign

investors shall be able to buy shares at the rate indicated in the equitization plan approved by the competent authority, but not exceeding 49% of the total amount of outstanding shares available;

• With respect to 100% State-owned enterprises which are equitized through other forms, the maximum foreign ownership shall be in accordance with the plan approved by authorities.

Strategic InvestorsDecision 36/2003/QD-TTg from the Ministry of Finance stipulates that “if foreign investors desire to become strategic investors of Vietnamese enterprises, they must have the financial capacity and ability to support Vietnamese enterprises in developing, improving ability of administration and management and apply of modern technology, and have close relations with enterprises on a long term basis in terms of interests, and satisfy specific criteria set out by the enterprises”.


3.2. How to participate in an auction in Vietnam1) Deposit: Compulsory deposit to participate in an auction is 10% of the total VND amount you intend

to subscribe to, based on the reference price and your desired number of shares. The amount must be sourced from your capital contribution account in Vietnam.

2) Registration: you need to register with any auction agent by providing the necessary documents (detailed documentation described in the next section).a) The duly completed registration package must be received before the “time of registration”

announced. The actual deadline is provided for each auction, but usually is 10 days from the moment the auction is announced.

b) Make the 10% deposit.c) Fax all documents, including bank transfer receipt, to VCSC for advance registration. Original

copies must be received before the “time of registration” date.d) The registration must indicate the number of shares you intend to buy, but not the price.

3) Processing: Once your package is received, details are entered in the stock exchange system which issues your Bidding Papers – sent to foreign investors by express courier. Cost for the courier is billed separately.

4) Bidding: upon receipt of the Bidding Papers, you must complete and return them to the auction agent by express mail before the “time of price submission”.a) You will lose your deposit if:

i) your bidding price is lower than the reference price; ii) your bid is received after the deadline; iii) you buy less than the same amount of shares you “registered” for.

b) For certain auctions, investors may give various bidding prices for various lots of shares provided that the total amount of shares is equal to the number you registered for. Auctions that allow such pricing explicitly say so.

5) Physical presence: investors may, if they so wish, participate in the actual auction being held at the stock exchange or security firm helping with the share issuance. There are no advantages in being present other than seeing other bidders’ prices. You may elect for someone else to be present in lieu.

6) Cancellation of participation: Where an Investor wishes to cancel its participation in an auction, the Investor must fill in the proper cancellation form and must be received by your auction agent before the “time of registration” deadline. You will still lose your deposit otherwise.

7) Winning and losing: Two (2) days after the auction date, investors will be informed as to whether their bid is successful or not. Shares are automatically allocated to the highest bidder and so on until all shares have been allocated.

How a strategic investor is cHSXn may vary depending in the situation:• In cases where the entity is a SOE, strategic investors will be sought after and assigned by the State.

Where the SOE is a large corporation such as a bank or telecom, the SOE may seek and choose its strategic investor by itself.

• In cases where the company is a private entity, strategic investors may actively seek for a strategic relationship. Relationship is then established depending on negotiation.

• In cases where an IPO or SPO has been planned with an advisory firm, the advisor may suggest and act as an agent in approaching potential strategic investors.

Strategic investors are free to approach a company directly unless the later is a state owned entity in which case the investor should approach the Government of Vietnam or its representative body (such as the SCIC, or State Capital Investment Corporation).



3.3. Where to send your deposit and money

3.4. Auction example

3.5. VCSC as an auction agent

Account beneficiary: Viet Capital Securities Joint Stock CompanyAccount number: 119.10.000.10726.0Bank: BIDV – Nam Ky Khoi Nghia BranchAddress: 12-14 Nam Ky Khoi Nghia, District 1, Ho Chi Minh CitySwift code: BIDV VNVXNote: For the benefice of [company] IPO

Company ABC is issuing 3,600,000 shares in an IPO at a floor /reserve /reference price 40,000 VND. Let<s say you’re bidding for 1,000 shares, the deposit required to register for the auction is therefore calculated as follows, deposit = (10% * 1,000 shares * 40,000 VND/ shares). In this example, the deposit would equal to 4 million VND.

Let’s assume that the above auction is oversubscribed. The highest bid submitted is 110,000 VND while the lowest bid submitted is 43,000 VND. Winning bids range from 50,000 to 110,000 VND. Shares are allocated to the highest bidders first, followed by the subsequent highest bidder and etc until all shares are distributed. In this case, anyone who bid lower than 50,000 VND won’t obtain any shares and their deposit will be refunded by the company.

All documents described in this section should be sent to your auction agent. There’s usually more than one authorized auction agent for any given auction. It is not required to have a brokerage account with VCSC to forward your auction registration package to VCSC. If VCSC isn’t an agent, both clients and non-clients need to submit their package to one of the authorized auction agent. VCSC will help its clients to do so.

a) If your bid is a winner, you usually have 15 days to pay the 90% of your purchase to your auction agent. Failing to do so, your shares and deposit are automatically forfeited. The exact deadline should be provided by your auction agent. Companies have to complete the allocation of shares to winners within 90 days. Share certificates are usually issued within 60 days from the date the allocation of shares is completed and sometimes longer. Note that it is possible for you to sell your shares before fully paying for your purchase. Ask your broker how.

b) If your bid fails, your deposit will be returned by the company within 30 days of the IPO closing date, in practice it’s usually 5-7 days.

3.6. Auction registration (checklist)

i) For institutions (checklist)

Documents Special requirements

• Registration form (provided by your auction agent for each auction) Signed and (if applicable) stamped

• Certificate of incorporation of your institution (You should already have a copy – one of the requirements to open an account with a custodian)

Legalized*, then translated in Vietnamese and notarized

• Document indicating the names of legal representatives of your institution (You should already have a copy – one of the requirements to open an account with a custodian)

Legalized*, then translated in Vietnamese and notarized


3.7. Background information on share offerings in Vietnam

ii) For individuals (checklist)

Documents Special requirements

• Registration form (provided by the auction agent for each auction) – Transfers need to be done by the account holder in person.

Stamped by your bank at the time you transfer your deposit to the auction agent.

• Passport copies or ID cards of the account holder and the authorised person (if any)

• Bank slip proving that the deposit amount was transferred from your Capital Contribution Account to the auction agent account

• Letter of Authorization (provided by the auction agent) only needed if the person signing the registration and bidding isn’t the account holder)

• *See Annexes for details on legalization

Legalized*

Requirements before conducting an IPO• Being a joint stock company or equitized SOE;• Having an actual minimum prescribed charter capital of VND10 billion;• Having been making profit in the year before the date you apply for IPO, as well as having a healthy

financial status and development prospects;• Having a reasonable plan regarding the usage of the capital raised from the issuance as approved by

the Board of Management.• The applicant’s financial statements should be audited by an auditing company approved/authorized by

the State Securities Commission. Lists of authorized auditing companies and auditors are available on the website of the State Securities Commission www.ssc.gov.vn

• Passport copies or ID cards of the applicant and legal representative of the institution (if both aren`t the same)

• Certificate or Letter from your bank that you have a Capital Contribution Account

Original or notarized copy (foreign institutions only)

• Bank slip proving that the deposit amount was transferred to your auction agent’s account

• Letter of Authorization (provided by the auction agent – only needed if the signatory isn’t the legal representative)

Legalized* (VN institutions need only stamp)

*See Annexes for details on legalization



8 In Vietnam, the term “equitization” is preferred to “privatization” by authorities.

Requirements for listing on a main board• Be a JSC (shareholding company) with a paid-up charter capital of at least VND 10 billion (HNX) or VND 80

billion (HSX) or more at par value;• Have been making profits for 2 consecutive years (1 year for HNX) and have no accumulated losses at the

time the company is applying for listing;• There must not be overdue debts that are not set in provision according to accounting rules and regulations;

the applicant must publicize all debts to the company owed by members of the Board of Directors, Board of Supervisors, (General) Director and Deputy (General) Director(s), Chief Accountant, major shareholders and related persons;Having a positive after-tax profit for the last two consecutive years prior to the year of application, and having no accrued losses up to the time of listing;

• State-owned enterprises (SOEs) completing equitization and being listed on any of the two main boards (HSX or HNX) within one year after equitization must have profitable business operations in the year right before applying;

• At least 20% of the applicant’s voting shares must be held by at least 100 shareholders who are not professional investors

• Members of the Board of Directors, Board of Supervisors, (General) Director, Deputy (General) Director(s), and Chief Accountant must undertake to hold 100% of the shares they own within 6 months from the listing date and 50% for the following 6 months, excluding the shares held by such individuals as representative of the State.

Valuation of an IPO entityValuations are conducted by an independent valuing entity and the valuation must be accepted by both contributor and founding shareholders of the company. The entity conducting the valuation may not participate in the IPO.

Before the IPO auction takes place, the company and the underwriter need to decide on a reserve price (aka reference price). This is usually achieved by embarking on a book-building exercise, including road shows, which main goal is the creation and measurement of demand from investors. The underwriter attempts to generate such demand by making potential investors aware of the company and its upside potential. Potential investors know that their allocations will be based partly on the amount of excess demand generated. Consequently, if they expect substantial excess demand, they will ask for a greater amount of shares, creating an artificially high demand. Following the book-building exercise, the consultant fixes the share price at a certain floor price (minimum one can bid) against a par value of 10,000 VND.

Lead underwriter’s commitmentThe underwriter will absorb any unallocated shares if the IPO is undersubscribed. Note that in Vietnam, however, very few securities firms actually act as underwriters. In effect, they act as advisors only, taking no responsibility if the IPO isn’t successful.

Management and employee shares A portion of shares is usually set aside for management and staff as a way of rewarding them. State-owned enterprises (SOE) employees usually get around a 40% discount from the volume weighted average bidding price of the IPO. Another possible stock option plan for employees include rewarding 100 shares for every one year of service with the company.


3.7. Auction process flow (summary)U

sual

ly 1

5 da

ys

Usually 2 days

1- Preparation

Investors must make sure they have at least 10% of the total VND value they want to buy, based on the reference price, in their capital contribution account in Vietnam

5a- Winning Bid!!

15 days to pay the balance (90%) to your auction agent

5b- Loosing Bid

Deposit will be returned to investors by the company within 30 days from the IPO closing date, 5-7 days in practice

2- Registration

Investors register with an auction agent by providing the necessary registration documents, including:

• Registration form• Supporting documents (see checklist on page 5-6)

Documents need to be submitted before the “time of registration” as provided in the auction details



Usu

ally

10

days

3- Processing

When the registration package is received, the auction agent will process it and mail the resulting bidding papers to the investor

4- Bidding

Bidding papers need to be filled and returned to the auction agent before the “time of price submission” provided in the auction details

Investors will lose their deposit if their bid is below the reserve price or if they fail to bid on time. It takes about 2 days to know if you won.


Annexes4



4.1. Setting up to invest in VietnamTo start trading in Vietnam, investors must establish relationships with a custodian and one or more brokers. Many brokers, including VCSC, offer custody services, but the vast majority of foreign investors prefer to custody with a bank with operations in Vietnam.

The bankAll foreign clients will have their own bank account in their own name. The bank will basically manage your cash, currency conversion, and will open a Capital Contribution Account (CCA) for foreigners. There are no capital controls on foreign flows.

The custodianCustodians basically obtain your unique stock trading code from the VSD, settle your trades and manage your corporate actions (VSD is the ultimate holder of your shares). Registration is usually straightforward as long as all (numerous) documents are provided. They also take care of paying certain taxes on behalf of investors. Banks and brokers both offer custody services to local and foreign clients.

The brokerThe broker executes all trades and reports matched orders to the investor’s custodian at the end of each day for settlement. Brokers, unless also acting as custodian, are not involved in the settlement process. Brokers are only required for transactions of listed securities (equities and bonds), but may be of help for OTC transactions as well.


4.2. List of banks offering custody services

HSBC For institutional investors only

The Metropolitain235 Dong Khoi, District 1, HCMCTel: +84 (8) 3829.2288 Ext: 269 Fax: +84 (8) 3822.7380Direct line: +84 (8) 3520 3269

Head of Securities ServicesMr Puneet [email protected]@vn.hsbc.com

Deutsche Bank For institutional investors only

Saigon Centre14F, 65 Le Loi Blvd, District 1, HCMCTel: +84 (8) 3829 9000 ext 309

Domestic CustodyMs Mai Thi [email protected]

Citibank For institutional investors only

17 Ngo Quyen, 1F, Hanoi, Vietnam Tel: +84 (8) 3825 1950, ext 466Fax: +84 (8) 3936 1247

Head of Securities ServicesMs Susan [email protected]

Standard Chartered Bank For institutional investors only

11F, Vinaconex Tower34 Lang ha, Dong DaHanoiTel: +84 (4) 3936 8211Fax: +84 (4) 3248 4355

Head of Securities ServicesMr Nguyen Trung [email protected]

Far East National Bank For institutional and individual investors

11F, Vinaconex Tower34 Lang ha, Dong Da districtHanoi

Head of Securities ServicesMs Anna [email protected]

Bank for Investment and Development of Vietnam (BIDV)

12-14 Nam Ky Khoi Nghia StreetDistrict 1, Ho Chi Minh, Vietnam Tel: +84 (8) 3821 8812 Fax: +84 (8) 3821 8813Direct: +84 (8) 3821 8812 ext 110

For institutional and individual investors

Manager, Depository Services Ms [email protected]



4.3. Rights and obligations of investors

4.4. Capital flows

Rights of foreign investors:• Pledge, transfer, trade shares in accordance with prevailing laws and regulations on pledge, enterprise

and securities;• Transfer capital which has been contributed to enterprises or to adjust the investment capital; • Convert the invested capital (both principle and gains), sales proceeds and other amounts derived from

investment activities into foreign currencies for repatriation after fulfilling all tax obligations;• Be equally treated as local investors when investing in a joint stock company, limited liability company or

partnership company;• Participate in managing the company in accordance with the Enterprise Law and the company’s

charter.

Obligation of foreign investors:• Comply with conditions and commitments for capital contribution and share purchase;• Comply with provisions stipulated in the law and the company’s charter; • Pay taxes in accordance with prevailing tax regulations; • Comply with other relevant laws and regulations.

There are no explicit capital controls in Vietnam. However, availability of foreign currencies is not guaranteed. There are no FX restrictions or quotas and FX forwards are allowed for genuine underlying transactions. The SBV fixes the USD/VND target rate on a daily basis and the inter-bank market is permitted to trade within a certain band (± 3% from the target rate at time of writing).

Source of capitalForeign investors are entitled to purchase securities in Vietnam provided the source of funds is legal, such as:

1. Foreign currency remitted from abroad into Vietnam in accordance with current provisions on foreign exchange control;

2. Distributed profits of from direct investment activities in Vietnam;3. Receipts of foreign investors from the transfer, liquidation, dissolution of their direct investment activities

in Vietnam in accordance with provisions of applicable laws;4. Salaries, bonuses and other legal income of foreign individuals in Vietnam in accordance with provisions

of applicable laws;5. Other sources if accepted by the State Bank.

RemittancesAfter having fulfilled their tax obligations to the State, foreign investors are entitled to purchase foreign currency at authorized banks to remit overseas. Custodian banks usually take care of this for their clients.


4.5. Taxes

4.6. Board membership

Tax laws in Vietnam, as in many countries, are complex. Vietnam has double-taxation agreements (DTAs) with over 60 countries which do change applicable tax rates for organizations and individuals of certain countries. Moreover, practices in Vietnam can differ from the letter of the law and are subject to frequent changes.

VCSC is not a tax consultant and the following is intended for general guidance only and should not form the basis of any specific decision. Note that DTAs may change the rates described below. Please contact your tax attorney should you need specific advice.

Whether an investor is entitled to a board seat is entirely subject to the company’s charter. In general, with a stake of at least 10%, investors may request to nominate one (1) person. However, shareholders must vote in favour of the motion for such a nomination to be accepted.

* Taxes on sales proceeds are levied when investors sell securities only, not when they buy. The tax is levied automatically by your securities broker or your custodian (varies depending on each situation).

** The same tax rates apply to “tax residents” and “non-tax residents” of Vietnam of any nationality. However, Vietnam tax residents (Vietnamese and foreign individuals who reside in Vietnam for 183 days or more in a fiscal year) may choose to pay a 20% capital gains tax instead of the 0.1% tax on sales proceeds. That being said, the amount of paperwork required to take advantage of this tax scheme seems onerous and we do not believe many individuals will choose such a scheme. You should consult your tax authorities to find out how you can benefit from such scheme as this is a personal income tax matter and your securities broker or custodian cannot help.

Foreign institutions(non-tax resident)

Foreign individuals(non-tax resident)

(Foreign and Vietnamese residents, also see note below)**

Equities o Capital gains: 0%o Cash dividends: 0%o Cash dividends from listed fundcertificates:

Varieso Tax on sales proceeds*: 0.1%

o Capital gains: 0%o Cash dividends: 5%o Cash dividends from listed fund

certificates: Varieso Tax on sales proceeds*: 0.1%

Bonds o Interest (coupon): 10%o Tax on sales proceeds*: 0.1%

o Interest (coupon): 5%o Tax on sales proceeds*: 0.1%

Money Market o Term deposit: N/A to non-residentso Certificate of deposit: 10%o Current account: 10%

o Term deposit: N/A to non-residentso Certificate of deposit: 0%o Current account: 0%

Applicable taxesAll taxes are deducted at the source by the issuer or your custodian.



4.7. Legalization processIf residing in Vietnam• Having your documents recognized and stamped by your home country embassy or consulate in Viet-

nam.

• Having your documents authorized by the Ministry of Foreign Affairs (MOFA) of Vietnam in Hanoi or the External Relations department in Ho Chi Minh City (6 Alexandre de Rhode, D1).

• When translation is required (as for the certificate of incorporation); have your documents simul-taneously translated in Vietnamese & notarized. Contact your local People’s Committee or send us the documents and we’ll have it done in Vietnam (service fees apply). Allow 2 week for translation.

Tip: once the translation is done, you should ask your local People’s Committee for several notarized copies (stamp is cheap) for future uses – you’ll need them.

If residing outside of VietnamPlease contact the Embassy of Vietnam in your country for guidance on the exact procedure as it does vary from one country to the other. For example, the role of MOFA (step 2) is executed by the Department of State in the USA, the High Court in HK, etc. In some countries, step 2 isn’t required. The important is that the Vietnamese Embassy in your country stamps it.

• Having your documents notarized by a notary public in your home country.

• Having your documents recognized and stamped by the Ministry of Foreign Affairs (MOFA) of your home country (or Department of State in the USA).

• Having your documents recognized and stamped by the Vietnamese Embassy or Consulate in your home country.

• When translation is required (as for the certificate of incorporation); have your documents simultaneously translated in Vietnamese & notarized. The consulate or embassy of Vietnam in your home country should be able to help you with this, or you can send the documents to us and we’ll have it done in Vietnam (service fees apply). Allow 2 week for translation.

Tip: once the translation is done, you should ask your consulate or embassy of Vietnam in your home coun-try for several notarized copies (stamp is cheap) for future uses – you’ll need them.

Viet Capital Securities67 Ham Nghi, District 1, Ho Chi Minh City, VietnamTel: +84 8 3914 3588Email: [email protected] Web: www.vcsc.com.vnBloomberg: VCSC <GO>

Institutional BrokerageMichel Tosto,[email protected]

ResearchMarc Djandji,[email protected]

Investment bankingHoan Dinh,[email protected]

Guide to vietnam securities 2011

Economy & Finance

Transcript of Guide to vietnam securities 2011