Companies Issuing Stocks and Bonds: Companies are authorized to issue bonds if they meet the qualifications including

g these below: - The minimum authorized capital at the time of registering to issue is 10 billion VND. - The companys business must continuously get interest in the 5 years prior to the date of registration to issue bonds. - Companies should have the possible plans in using and getting back the capital since the date of issuance bonds. - There must be an organization to sponsor and to identify the bond owners. - Bond issuance must also be registered at State Security Commission of Vietnam. Joint Stock Companies, Limited Liability Companies and Enterprises that owns foreign invested capital in Vietnam are authorized to issue bonds. Companies are authorized to issue stocks if they have the qualifications including these below: - The minimum authorized capital at the time of registering to issue is 10 billion VND. - The companys business must continuously get interest in the nearest 2 years prior to the date of registration to issue stock. The finance is good and would be develop strongly. - There must be a possible plan to get back the capital since the issuance date and a plan must be approved by Shareholders General Meeting. - Members of Board of Directors have experience in business management. - At least 20 percent of share capital must be sold to more than 100 investors outside the company. In case the share capital is 100 billion VND and above, then this minimum percentage is 15%. - Stockholders must hold at least 20 percent of share capital at the end of issuance period and must hold this at least 3 years since the end date of issuance period. - If the total value of issued stock, according to par value, is more than 10 billion VND, a company must be sponsored by an organization. In this case, only joint Stock Companies are authorized to issue stocks.

METHODS OF OBTAINING A LISTING The process of making shares available to investors by obtaining a quotation on a stock exchange is called flotation. Offer for sale or placing are the most common. 1. Offer for sale a. Initial public offer An initial public offer is an invitation to the public to apply for shares in a company based on information contained in a prospectus. An Initial Public Offer (IPO) is a means of selling the shares of a company to the public at large. When companies 'go public' for the first time, a large issue will probably take the form of an IPO. Subsequent issues are likely to be placing or right issues, described later. An IPO entails the acquisition by an issuing house of a large block of shares of a company, with a view to offering them for sale to the public. An issuing house is usually an investment bank (or sometimes a firm of stockbrokers). I may acquire the shares either as a direct allotment from the company or by purchase from existing members. In either case, the issuing house publishes an invitation to the public to apply for shares, either at a fixed price or on a tender basis. The issuing house accepts responsibility to the public, and gives the support of its own reputation and standing to the issue. b. Offer for sale by tender It is often very difficult to decide upon the price at which the shares should be offered to the general public. One way of trying to ensure that the issue price reflects the value of the shares as perceived by the market is to make an offer for sale by tender. A minimum price will be fixed and subscribers will be invited to tender for shares at prices equal to or above the minimum. The shares will be allotted at the highest price at which they will all be taken up. This is known as the striking price. 2. Prospectus issue Issues where the issuing firm sells shares directly to the general public tend to be quite rare on many stock exchanges, and the issues that are made tend to be quite large. These issues are sometimes known as offers by prospectus. This type of issue is very risky, because of the lack of guarantees that all shares will be taken up.

3. Placing A placing is an arrangement whereby the shares are not all offered to the public, but instead, the sponsoring market maker arranges for most of the issue to be bought by a small number of investors, usually institutional investors such as pension funds and insurance companies. 4. Introduction By this method of obtaining a quotation, no shares are made available to the market, neither existing nor newly created shares; nevertheless, the stock market grants a quotation. This will only happen where shares in a large company are already widely held, so that a market can be seen to exist. A company might want an introduction to obtain greater marketability for the shares, a known share valuation for inheritance tax purposes and easier access in the future to additional capital.

Preparing for IPO For enlisting company in the first time when they are on the stock market, they will be very careful because the first time will establish the image of the company, for now and in the future. The process will continue like that: first, investors will less notice this stock with thinking that the risk can be happen with their money, then stock price of the company in the market will decrease because of low liquidity, now, other existing stakeholders will think that what the matter with the price of the stock of the company? Maybe they have problem inside? Can we be affected if we keep doing business with them? If there is any problem which cannot estimate and prepare for solving, IPO will turn this company into dust. A company is usually very prudential before IPO, they have to build up their image. First, maybe they can do it in the social, such as do more voluntary activities, outdoor activities, sponsor for student events, etc for broadcast their name of the company. Next, they can link with some TV channels, newspapers, magazines for advertisement writing, making chain of PR news on daily papers frequently, for announcing to investors indirectly. After that, they need to prepare beautiful prospectus or sometimes called that perfect prospectus, for formally announcing their plan to investors in which they will develop and expand rapidly in the future. In there, they will issue plan for that. Agency of the

company will be usually appearing on these Finance Channels or Invest Channels in interviewee position and talk about the promising profitability in the future of the company. Finally, they hire an issuing house for guarantee that all shares of the company will be taken up. These methods are listed above.