Guidance on selling shares for the first time by the method of making a book


The Ministry of Finance has just issued Circular 21/2019/TT-BTC guiding the first sale of shares and transfer of state capital in the form of book-making.

According to the Circular, selling shares by the book-making method is a form of selling shares of enterprises publicly to those who have price competition, based on market demand.

The first sale of shares and transfer of state capital and investment capital of state enterprises at joint-stock companies in the form of book-making must ensure the market principles, publicity, transparency and capital preservation avoiding loss of state assets.

Circular 21 provides full guidance on the steps of selling shares for the first time in the form of book-making, such as: elaborating plans, implementing plans, organizing the introduction of shares to investors, and announcing information. The Circular also specifies the order book, how to change the order and the method to determine the book order result, etc.

Investors are allowed to buy shares are those who bid at greater than or equal to the distribution price. The volume of shares is distributed according to the priority principle in the following order: first on price; second priority is on the time of placing orders (according to the date of organizing the trading session); and the third prioritizes the distribution according to the proportion of the purchase volume in case many investors place an order to buy at the same price, at the same time...

Change the order

Investors can change the purchase order on the price, quantity of shares ordered according to the following rules: Before placing an order, the investor must cancel the old purchase order. Investors are only allowed to place new orders after the confirmation of cancellation of old orders. Time to place an order is calculated according to the time of new order.

In case the investor cancels the purchase order without placing a new purchase order, the investor is not refunded the deposit.

In case the investor places a new purchase order with a volume larger than the old one, the investor must add a deposit corresponding to the increased order volume.

In case the investor places a new buy order with a volume lower than the old one, the investor cannot refund the deposit amount corresponding to the reduced order volume.

This Circular takes effect from June 3, 2019.


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