Analysis of Prince Hamlets Character in William Shakespeares Play Ess

Analysis of Hamlet in William Shakespeare's Play Shakespeare's Hamlet is at the outset a typical revenge play. However, it is possible to see Prince Hamlet as a more complex character as he can be seen as various combinations of a weak revenger, a tragic hero and a political misfit. In order to fully understand the world in which Hamlet finds himself, it is necessary to examine all three of these roles and either dismiss them or justify Hamlet's behavior as a revenger. As a tragic hero, Hamlet displays many typical qualities of a traditional hero in a Elizabethan revenge tragedy. Hamlet is the Prince of Denmark and therefore belongs to a social elite. Hamlet can be described as being too noble to take revenge. As a very well educated scholar of Wittenberg University in Sweden he has to think extensively before taking revenge. He feels the need to question revenge yet he is reluctant to do so rashly without considerable thought "thus conscience does make cowards of us all". We see that this happens in the first few moments of the play when Hamlet doubts the ghost is his father and he needs further prompting and reassurance throughout the play "So art thou to revenge, when thou shalt hear". Hamlet constantly rationalises and stops himself from acting with any degree of passion. This could be seen either as a weakness or as a personal strength. Hamlet can and is frequently described, as a man with a tragic flaw, this being that his tendency to contemplate his actions is not a positive quality but that instead this brings about his downfall. Hamlet appears to many critics to be too much of an intellectual to play the role as a typ... ...d lead to a great deal of isolation with his native Denmark. Apart from Horatio, Hamlet cannot trust anyone, which increases his sense of isolation. My view is that Hamlet fits all the three categories well and that not one of the views: weak revenger, tragic, hero or political misfit, classifies him accurately. He is a combination of all three and at times vacillates between weak revenger and tragic hero, making him particularly venerable and open to attack. The political problems in Denmark are a contributing factor which simply lead Hamlet to his death but have no bearing on his ability to be either a tragic hero or a weak revenger. I think that Hamlet is a tragic hero with a fatal flaw that he think to much, and is too introspective that ultimately leads to his own and other friends and family members' death. Analysis of Prince Hamlet's Character in William Shakespeare's Play Ess Analysis of Hamlet in William Shakespeare's Play Shakespeare's Hamlet is at the outset a typical revenge play. However, it is possible to see Prince Hamlet as a more complex character as he can be seen as various combinations of a weak revenger, a tragic hero and a political misfit. In order to fully understand the world in which Hamlet finds himself, it is necessary to examine all three of these roles and either dismiss them or justify Hamlet's behavior as a revenger. As a tragic hero, Hamlet displays many typical qualities of a traditional hero in a Elizabethan revenge tragedy. Hamlet is the Prince of Denmark and therefore belongs to a social elite. Hamlet can be described as being too noble to take revenge. As a very well educated scholar of Wittenberg University in Sweden he has to think extensively before taking revenge. He feels the need to question revenge yet he is reluctant to do so rashly without considerable thought "thus conscience does make cowards of us all". We see that this happens in the first few moments of the play when Hamlet doubts the ghost is his father and he needs further prompting and reassurance throughout the play "So art thou to revenge, when thou shalt hear". Hamlet constantly rationalises and stops himself from acting with any degree of passion. This could be seen either as a weakness or as a personal strength. Hamlet can and is frequently described, as a man with a tragic flaw, this being that his tendency to contemplate his actions is not a positive quality but that instead this brings about his downfall. Hamlet appears to many critics to be too much of an intellectual to play the role as a typ... ...d lead to a great deal of isolation with his native Denmark. Apart from Horatio, Hamlet cannot trust anyone, which increases his sense of isolation. My view is that Hamlet fits all the three categories well and that not one of the views: weak revenger, tragic, hero or political misfit, classifies him accurately. He is a combination of all three and at times vacillates between weak revenger and tragic hero, making him particularly venerable and open to attack. The political problems in Denmark are a contributing factor which simply lead Hamlet to his death but have no bearing on his ability to be either a tragic hero or a weak revenger. I think that Hamlet is a tragic hero with a fatal flaw that he think to much, and is too introspective that ultimately leads to his own and other friends and family members' death.

Otitis

Otitis is a general term for inflammation or infection of the ear, in both humans and other animals. It is subdivided into the following: Otitis externa, external otitis, or â€Å"swimmer's ear† involves the outer ear and ear canal. In external otitis, the ear hurts when touched or pulled. Otitis media or middle ear infection involves the middle ear. In otitis media, the ear is infected or clogged with fluid behind the ear drum, in the normally air-filled middle-ear space. This very common childhood infection sometimes requires a surgical procedure called â€Å"myringotomy and tube insertion†.Otitis interna or labyrinthitis involves the inner ear. The inner ear includes sensory organs for balance and hearing. When the inner ear is inflamed, vertigo is a common symptom. An ear infection (acute otitis media) is most often a bacterial or viral infection that affects the middle ear, the air-filled space behind the eardrum that contains the tiny vibrating bones of the ear. C hildren are more likely than adults to get ear infections. Ear infections are often painful because of inflammation and buildup of fluids in the middle ear.Because ear infections often clear up on their own, treatment often begins with managing pain and monitoring the problem. Ear infection in infants and severe cases in general require antibiotic medications. Long-term problems related to ear infections — persistent fluids in the middle ear, persistent infections or frequent infections — can cause hearing problems and other serious complications. The onset of signs and symptoms of ear infection is usually rapid. Children Signs and symptoms common in children include: Ear pain, especially when lying down Tugging or pulling at an ear Difficulty sleepingCrying more than usual Acting more irritable than usual Difficulty hearing or responding to sounds Loss of balance Headache Fever of 100 F (38 C) or higher Drainage of fluid from the ear Loss of appetite Vomiting Diarrhea Adults Common signs and symptoms in adults include: Ear pain Drainage of fluid from the ear Diminished hearing Sore throat When to see a doctor Signs and symptoms of an ear infection can indicate a number of different conditions. It's important to get an accurate diagnosis and prompt treatment. Call your child's doctor if: Symptoms last for more than a day Ear pain is severeYour infant or toddler is sleepless or irritable after a cold or other upper respiratory infection You observe a discharge of fluid, pus or bloody discharge from the ear An adult with ear pain or discharge should see a doctor as soon as possible. An ear infection is caused by a bacterium or virus in the middle ear. This infection often results from another illness — cold, flu or allergy — that causes congestion and swelling of the nasal passages, throat and eustachian tubes. Role of eustachian tubes The eustachian tubes are a pair of narrow tubes than run from each middle ear to high in the back of the throat, behind the nasal passages.The throat end of the tubes open and close to: Regulate air pressure in the middle ear Refresh air in the ear Drain normal secretions from the middle ear Swelling, inflammation and mucus in the eustachian tubes from an upper respiratory infection or allergy can block them, causing the accumulation of fluids in the middle ear. A bacterial or viral infection of this fluid is usually what produces the symptoms of an ear infection. Ear infections are more common in children, in part, because their eustachian tubes are narrower and more horizontal — factors that make them more difficult to drain and more likely to get clogged.Role of adenoids Adenoids are two small pads of tissues high in the back of the throat believed to play a role in immune system activity. This function may make them particularly vulnerable to infection and inflammation. Because adenoids are located near the opening of the eustachian tubes, inflammation or enlargement of the adenoids may block the tubes, thereby contributing to middle ear infection. Inflammation of adenoids is more likely to play a role in ear infections in children because children have more active and relatively larger adenoids. Related conditionsConditions of the middle ear that may be related to an ear infection or result in similar middle ear problems include the following: Otitis media with effusion is inflammation and fluid buildup (effusion) in the middle ear without bacterial or viral infection. This may occur because the fluid buildup persists even after an ear infection has resolved. It may also occur because of some dysfunction or noninfectious blockage of the eustachian tubes. Chronic suppurative otitis media is a persistent ear infection that results in tearing or perforation of the eardrum. Risk factorsSymptoms Age. Children between the ages of 6 months and 2 years are more susceptible to ear infections because of the size and shape of the eustachian tubes and becaus e of their poorly developed immune systems. Group child care. Children cared for in group settings are more likely to get colds and ear infections than are children who stay home, because they're exposed to more infections, such as the common cold. Infant feeding. Babies who drink from a bottle, especially while lying down, tend to have more ear infections than do babies who are breast-fed. Seasonal factors.Ear infections are most common during the fall and winter when colds and flu are prevalent. People with seasonal allergies may have a greater risk of ear infections during seasonal high pollen counts. Poor air quality. Exposure to tobacco smoke or high levels of air pollution can increase the risk of ear infection. Family history. A child's risk of ear infections increases if another member of the family has had ear infections. Ethnicity. American Indians and Inuits of Alaska and Canada have an increased risk of ear infections Tests and diagnosis By Mayo Clinic staffYour doctor c an usually diagnose an ear infection or another condition based on the symptoms you describe and a relatively simple office exam. The doctor will likely use a lighted instrument to look at the ears, throat and nasal passage. He or she will also listen to your child breathe with a stethoscope. Pneumatic otoscope An instrument called a pneumatic otoscope is often the only specialized tool that a doctor needs to make a diagnosis of an ear infection. This instrument enables the doctor to look in the ear and judge how much fluid may be behind the eardrum.With the pneumatic otoscope, the doctor gently puffs air against the eardrum. Normally, this puff of air would cause the eardrum to move. If the middle ear is filled with fluid, your doctor will observe little to no movement of the eardrum. Additional tests Your doctor may perform other diagnostic tests if there is any doubt about a diagnosis, if the condition hasn't responded to previous treatments, or if there are other persistent or s erious problems. Tympanometry. This test measures the movement of the eardrum. The device, which seals off the ear canal, adjusts air pressure in the canal, thereby causing the eardrum to move.The device quantifies how well the eardrum moves and provides an indirect measure of pressure within the middle ear. Acoustic reflectometry. This test measures how much sound emitted from a device is reflected back from the eardrum — an indirect measure of fluids in the middle ear. Normally, the eardrum absorbs most of the sound. However, the more pressure there is from fluid in the middle ear, the more sound the eardrum will reflect. Tympanocentesis. Rarely, a doctor may use a tiny tube that pierces the eardrum to drain fluid from the middle ear — a procedure called tympanocentesis.Tests to determine the infectious agent in the fluid may be beneficial if an infection hasn't responded well to previous treatments. Other tests. If your child has had persistent ear infections or per sistent fluid buildup in the middle ear, your doctor may refer you to a hearing specialist (audiologist), speech therapist or developmental therapist for tests of hearing, speech skills, language comprehension or developmental abilities. What a diagnosis means Acute otitis media. The diagnosis of â€Å"ear infection† is generally shorthand for acute otitis media.Your doctor likely makes this diagnosis if he or she observes signs of fluid in the middle ear, if there are signs or symptoms of an infection, and if the onset of symptoms was relatively sudden. Otitis media with effusion. If the diagnosis is otitis media with effusion, the doctor has found evidence of fluid in the middle ear, but there are presently no signs or symptoms of infection. Chronic suppurative otitis media. If the doctor makes a diagnosis of chronic suppurative otitis media, he or she has found that a persistent ear infection has resulted in tearing or perforation of the eardrum.Treatments and drugs By May o Clinic staff Most ear infections don't need treatment with antibiotics. What's best for your child depends on many factors, including your child's age and the severity of symptoms. A wait-and-see approach Symptoms of ear infections usually improve with the first couple of days, and most infections clear up on their own within one to two weeks without any treatment. The American Academy of Pediatrics and the American Academy of Family Physicians recommend a wait-and-see approach for the first 48 to 72 hours for anyone who is otherwise healthy and who is:Six months to 2 years of age with mild symptoms and an uncertain diagnosis More than 2 years old with mild symptoms or an uncertain diagnosis Treating pain Your doctor will advise you on treatments to lessen pain from an ear infection. These may include the following: A warm compress. Placing a warm, moist washcloth over the affected ear may lessen pain. Pain medication. Your doctor may advise the use of over-the-counter acetaminoph en (Tylenol, others) or ibuprofen (Motrin, Advil, others) to relieve pain. Use the drugs as directed on the label.Because aspirin has been linked with Reye's syndrome, use caution when giving aspirin to children or teenagers. Although aspirin is approved for use in children older than age 2, children and teenagers recovering from chickenpox or flu-like symptoms should never take aspirin. Talk to your doctor if you have concerns. Eardrops. Prescription eardrops such as antipyrine-benzocaine (Aurodex) may provide additional pain relief. To administer drops to your child, warm the bottle by placing it in warm water. Put the recommended dose in your child's ear while he or she lies on a flat surface with the infected ear facing up.Benzocaine has been linked to a rare but serious, sometimes deadly, condition that decreases the amount of oxygen that the blood can carry. Don't use benzocaine in children younger than age 2 without supervision from a health care professional, as this age gro up has been the most affected. If you're an adult, never use more than the recommended dose of benzocaine and consider talking with your doctor. Antibiotic therapy Your doctor may recommend antibiotic treatment for an ear infection in the following situations:Children under 6 months old with a probable diagnosis of ear infection Children 6 months to 2 years old with a certain diagnosis of ear infection Anyone with a probable ear infection and moderate to severe ear pain Anyone with a probable ear infection and a fever over 102. 2 F (39 C) or higher Even after symptoms have improved, be sure to use all of the antibiotic pills as directed. Failing to do so can result in recurring infection and resistance of bacteria to antibiotic medications. Talk to your doctor or pharmacist about what to do if you accidentally skip a dose. Ear tubesIf your child has otitis media with effusion — persistent fluid buildup in the ear after an infection has cleared up or in the absence of any infe ction — your doctor may recommend a procedure to drain fluid from the middle ear. During an outpatient surgical procedure called a myringotomy, a surgeon creates a tiny hole in the eardrum that enables him or her to suction fluids out of the middle ear. A tiny tube is placed in the opening to help ventilate the middle ear and prevent the accumulation of more fluids. Some tubes are intended to stay in place for six months to a year and then fall out on their own.Other tubes are designed to stay in longer and may need to be surgically removed. The eardrum closes up again after the tube falls out or is removed. Treatment for chronic suppurative otitis media Chronic infection that results in perforation of the eardrum — chronic suppurative otitis media — is difficult to treat. It's often treated with antibiotics administered as drops. You'll receive instructions on how to suction fluids out through the ear canal before administering drops. Monitoring Children with f requent or persistent infections or with persistent fluid in the middle ear will need to be monitored closely.Talk to your doctor about how often you should schedule follow-up appointments. Your doctor may recommend regular hearing and language tests. Prevention Tests and diagnosis Prevention By Mayo Clinic staff The following tips may reduce the risk of developing ear infections: Prevent common colds and other illnesses. Teach your child to wash his or her hands frequently and thoroughly, and teach your child not to share eating and drinking utensils. If possible, limit the time your child spends in group child care. A child care setting with fewer children may help. Avoid secondhand smoke.Make sure that no one smokes in your home. Away from home, stay in smoke-free environments. Breast-feed your baby. If possible, breast-feed your baby for at least six months. Breast milk contains antibodies that may offer protection from ear infections. If you bottle-feed, hold your baby in an up right position. Avoid propping a bottle in your baby's mouth while he or she is lying down. Talk to your doctor about vaccinations. Ask your doctor about what vaccinations are appropriate for your child. Seasonal flu shots and pneumococcal vaccines may help prevent ear infections.

Psychology For Social Care Practice Essay

This essay will demonstrate my understanding of developments which occur at each stage of an individual’s life cycle. I will relate these developments to two relevant psychological theories and discuss how an individual’s needs must be met to enable them to develop. The human life cycle can be broken down into 5 basic stages (Bingham et al. 2009); Infancy – 0-2 years Childhood – 2-12 years Adolescence – 12-21 years Adulthood – 21-65 years Older Adulthood – 65+ years During each stage of the life cycle, different physical, emotional, cognitive, social and cultural developments occur; In infancy, physical changes include learning to sit up, crawl and walk independently. At this stage, the infant will begin to look for attention from others and seek affection and love. Infants are able to interact with others by smiling/laughing and crying, and begin to form attachments to main care givers such as family members from around 6 months. Fine motor skills and communication skills (understanding and formation of words) develop rapidly in infancy and individuals will become used to the routines and norms of those around them. In childhood, physical development extends to skills in balance and control over the body. Emotionally, the child will continue to strengthen bonds with primary care givers and social development will move on to interactive play and forming friendships. Language and expression develop further and the child shows a capacity to learn new information and skills as well as learning about and conforming to social and cultural â€Å"norms†. The body begins to change significantly in adolescence; the individual will go through puberty. An adolescent will be more self aware than in childhood and will become detached from primary care givers, instead preferring to form closer relationships with friends and peers. The individual will form stronger affiliations to certain cultural and sub-cultural norms and will express these through personal appearance, partaking in activities and choosing certain peer groups. In early adulthood, the individual will reach a peak of physical fitness which they will thereafter have to â€Å"work at† to maintain. More physical demands are made on the body such as childbearing, work and aging. Emotionally, a person  in adulthood will have established a â€Å"role† possibly in their place of work, or at home as a parent- how effectively they fill their â€Å"role† can effect self esteem. Social development can become limited to those with similar careers or interests and c an be hindered by other responsibilities such as work and family commitments. Older adults may experience a decline in physical fitness – eyesight may deteriorate and the body may become weaker. Some individuals may remain fairly fit well into older adulthood and some may find that physical fitness can deteriorate rapidly. Older adulthood can be isolating and one’s self image can be altered through changing of roles eg. retirement. Socially, some find a sense of freedom in being able to leave work behind and â€Å"live†, others lose a sense of purpose and find that their world may become smaller and more family focused. Older adults will have a well established perception of themselves and what they find acceptable as part of their culture. For this essay I have used Mrs. Oswald as a case study. Mrs. Oswald is a resident at Thorneycroft residential care home for older people. She has been a resident at Thorneycroft for six months and at ninety-five years old, is in the final stage of development as detailed in the life cycle breakdown above. Mrs. Oswald is relatively able bodied, she is able to bathe herself but requires help getting in and out of the bath. She is able to move around independently, she does have a tripod to help her with this but she doesn’t tend to use it. She is prone to falling over and has fallen fifteen times since moving to Thorneycroft, this is not helped by her insomnia which leaves her restless at night so she ends up wandering around unattended. Mrs. Oswald is hard of hearing and requires a hearing aid but her eyesight is good when wearing her glasses. She has a good level of personal hygiene and takes pride in her appearance. Before coming to Thorneycroft she had home help who assisted her with household tasks such as cooking and housework and helped her with medication for her cellulitis. Mrs. Oswald was a midwife for fifty years, she is well educated and enjoys sharing her knowledge and talking about her career. She keeps her mind active by reading the newspaper, doing crossword puzzles and playing dominoes when she goes to the day centre but it is possible that these activities are not stimulating e nough for her. She is a little confused at times about her roles; she behaves as though Thorneycroft staff are her employees and adopts a matron-like attitude with them, which probably  crosses over from her role in her career as a midwife. She can be forgetful but does not have dementia and before moving to Thorneycroft was quite vulnerable as she sees the best in people and was being exploited by people doing odd jobs and coming in and out of her home. Mrs. Oswald appears to be content on the surface, she has started to accept death and talks about it openly. Her remaining family all live some distance away in England but she looks forward to a phonecall from her cousin each evening and seems to take comfort in speaking to him, appearing more settled after their conversations. She has outlived her close family – husband and daughters and appears lonely. Mrs. Oswald doesn’t talk much about her husband an daughters the way she does about her career, it is possible that talking about them makes her feel sad. As before, Mrs. Oswald has not made friends with other residents of Thorneycroft, though she has made a few friends at the daycentre. She likes to talk and could be encouraged to mix more which would he lp with her feelings of loneliness, she never had friends or visitors at home before she came to Thorneycroft as her family all live far away and only visit to attend review meetings every six months. She has not formed close relationships with staff at Thorneycroft, instead, as mentioned before she treats them as her employees. Mrs. Oswald is an articulate and well spoken individual who has come from a middle class background. She appears to be well educated and has had a successful career as a midwife spanning fifty years. She had her daughters when she was young and out of wedlock, as a result they were brought up by her mother and Mrs. Oswald left at sixteen to begin her training as a midwife. Her career was important to her and she concentrated on this, not having any more children and marrying late in life. Her middle class upbringing has followed her through life, and she still takes pride in her appearance and has a strong sense of what she believes to be â€Å"proper†. Her husband and her enjoyed going on cruises and she is well- travelled. She does not attend church services or appear to be religious at all. In order for them to progress successfully through each stage in the life cycle, an individual’s needs at each stage must be met. For example, our most basic physical needs are shelter and nourishment, if these needs are not met in the infant stage, potential for development and progression into childhood will be threatened. For each aspect of development, certain needs must be met; Physical – The body must be kept fit and healthy through nourishment, shelter from the elements and the cold, excercise and rest. Emotional – The need to be loved and to feel love for others. Good self esteem can be established from feeling loved and wanted by others. Social – Being able to interact and build relationships with people around you. Cognitive – The need for opportunities to learn and develop knowledge and keep the mind active. Cultural – Having your values, religion, diet, language etc.(norms) as part of your daily life. In order for me to understand the needs of Mrs. Oswald and to what extent her needs have been met throughout her life, I examined Erik Erikson’s theory of eight â€Å"psychosocial† stages. Erikson believed that humans develop through eight predetermined stages (a detailed table of these can be found in appendix 1) and in order to progress successfully through life, we must â€Å"successfully negotiate ea ch stage† and that failure to do so results in â€Å"mental deficiencies such as lack of trust, which will remain with us throughout life† (Collin et al., p. 273). Each stage has one positive outcome and one negative outcome, and individuals progress through each life stage with a mixture of both, the differences between positive and negative being a result of the environment the individual is developing in. Mrs. Oswald, as an adolescent, would have experienced role confusion. She was from a middle class background but fell pregnant at a young age, resulting in her being hidden away and her mother raising her children as her own. It would have gone against Mrs. Oswald’s role as a respectable young girl to have children at such a young age. She went off to train as a midwife at sixteen and left her family and her daughters behind. She concentrated on her career and appeared not to have any intimacy throughout young adulthood. This was resolved in mature adulthood when Mrs. Oswald got married and enjoyed the intimacy which she had missed out on in young adulthood. She never had any more children but her husband nd her appeared to have a ha ppy life and they enjoyed travelling together. Mrs. Oswald is now in maturity and has begun to talk about death in an accepting way. Her needs may not have been met in the early stages of her life where she did not conform to her role in society and her life lacked intimacy, but later in life she had a successful and satisfying career and a happy marriage. I have used Abraham Maslow’s Hierarchy of Needs (see appendix 2) to assess how  Mrs. Oswald’s needs are being met now. â€Å"Maslow’s Hierarchy of Needs starts at the basic physiological needs we need just to stay alive. Once these are made we have a need for safety, then we want love and affection. Within our group we want to have self esteem. Finally we have a need of satisfying our full potential that Maslow calls Self Actualization† (Deeper Mind). Maslow believed that one’s needs had to be met at each stage of the hierarchy before the needs at the next stage could be attended to. The first category in Maslow’s hierarchy refers to physiological needs. I believe that most of Mrs. Oswald’s needs are being met a t this level. She has plenty to eat and drink and since she is mobile she has some level of excercise. She can have fresh air and she has warmth and shelter. However, Mrs. Oswald’s need for sleep is not being met at Thorneycroft. She suffers from insomnia which is not helped by the fact that her bed is too small and therefore uncomfortable for her to sleep in. This has resulted in her being reluctant to settle in bed at night at all, so she is losing out on sleep. As a result of all her physiological needs not being met, all of Mrs. Oswald’s safety needs are not being met either. Although she has shelter and security at Thorneycroft, the fact that she does not sleep has compromised her safety as she has a tendency to wander around at night time and is prone to falling as her mobility is not great. Mrs. Oswald appears sad that she has outlived her close family and her husband and doesn’t speak about them much. She does have some distant family whom she speaks with on the phone every night which brings her some comfort, but she remains distant with others and reluctant to form close relationships with staff or fellow residents. Her need for love and belonging has not been satisfied. In order for Mrs. Oswald to progress and reach self actualisation the care staff at Thorneycroft must work on the needs which are not being met. Getting her a bed which is comfortable for her to sleep in may help her to settle at night and reduce the risk of a fall. She could be encouraged to mix more with fellow residents and form closer relationships with them as well as staff. This will help with Mrs. Oswald’s sense of love and belonging and boost her self-esteem which will help her to reach self actualisation. References BBC (2014) BBC News Magazine. [Online] Available from: http://www.bbc.co.uk/news/magazine-23902918 [Accessed 13/11/2014] BINGHAM, E. et al (2009) HNC Social Care for Scotland. 12th Ed. Essex: Heinemann. COLLIN, C. et al (2012) The Psychology Book. London: DK London. MACLEOD, S. (2011) Simply Psychology. [Online] Available form :http://www.simplypsychology.org/Erik-Erikson.html [Accessed 11/11/2014]. NORWOOD, G. (2014) Deeper Mind. [Online] Available from: http://www.deepermind.com/20maslow.htm [Accessed 11/11/2014]

The Securities Market in Vietnam

The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws The Securities Market in Vietnam The Securities Market in Vietnam – 14 March 2007 This article is an introduction to the legal framework that governs the securities market in Vietnam, in particular public offers, listing, public companies and buying shares. This article focuses on the provision of Law 70-2006QH11 of the National Assembly on Securities (Law 70) and Decree 14-2007-ND-CP of the Government dated 19 January 2007 Providing Detailed Regulations for Implementation of a Number of Articles of the Law on Securities (Decree 14) .The MOF is to shortly issue a regulation to further provide guidance to the SSC on regulating and establishing investment funds, securities companies and fund management companies. An update will be provided once the regulation has been promulgated. 1. 1. 1 Relevant bodies The State Securities Commission (SSC) The SSC is the official regulator of the stock exchange, and is overseen by the Ministry of Finance (MOF). The HCMC Securities Trading Centre (HCMCSTC) The HCMCSTC is an ad ministrative unit of the SSC.It is a securities trading and listing market and offers and official mechanism through which new government bonds are issued and is the secondary markets for several existing bonds. Currently, the HCMCSTC is an administrative unit under the SSC. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HCMCSTC will be converted into a Stock Exchange. 1. 2 1. 3 The Hanoi Securities Trading Centre (HASTC) The HASTC is an administrative unit of the SSC.It is a securities trading and listing market and offers and is also Vietnam’s official over-the-counter market for securities. Under Law 70 it is to covert to either a Stock Exchange or a Securities Trading Centre in the form of a limited liability company or a shareholding company by July 2008. It is expected that the HASTC will be converted into a Securities Tradin g Centre. 2. Public offer (PO) In Vietnam the processes of a public offer (PO) and listing are different, although companies may do the two simultaneously.A PO is an offer to sell shares, bonds or fund certificates via the mass media, or to at least 100 investors excluding institutional investors or to an unspecified number of investors. 2. 1 Participants (a) The issuer or issuing organization. This is the enterprise making the PO. The securities may be listed or unlisted. Underwriters. Securities in a PO may be distributed by underwriters. Underwriters must be securities companies authorized to underwrite issues of securities or a commercial banks approved by the SSC to underwrite issues of bonds, on conditions regulated by the MOF.The role of the underwriter is to assist the issuer to complete procedures prior to the PO, to purchase the securities for resale or the unsold portion of the securities from the issuer, and to assist the issuer to distribute the securities to the public . Custodian banks. These are commercial banks that are either domestic or foreign invested (that is, not an offshore licensed bank) and are licensed to carry out securities depository activities including the keeping and maintaining of securities.  © Allens Arthur Robinson – Vietnam Laws (b) (c) (d) Investors. Investors who wish to purchase securities may be Vietnamese or foreign investors but foreign investor must first apply for a securities trading code. Foreign investment is also subject to limitations (discussed below). 2. 2 Currency and par value Securities offered by a PO must be denominated in Vietnamese dong. The par value for shares and fund certificates is VND10,000 and the minimum par value for bonds is VND100,000. Conditions for a PO (a) Shares.An issuer of shares must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO and must not have accumulated l osses as at the year of registration of the offer. The general meeting of shareholders1 of the issuer must pass an issue plan and plan for utilization of the proceeds earned. 2. 3 Under Decree 14 other specific conditions apply to newly established enterprises conducting an initial public offer if the enterprise is in the infrastructure or high-tech sectors.These conditions include the obligation for there to be an underwriter, and the obligation for there to be a bank supervising utilization of the proceeds earned from the offer. (b) Bonds. An issuer of bonds must have paid-up capital of at least VND10 billion at the time of registration of the PO, must have made a profit in the year prior to the PO, must not have accumulated losses as at the year of registration of the offer and must not have more than 100 overdue debts payable. The board of management or members’ council of the issuer (as applicable) must pass an issue plan and plan for utilization and repayment of the pro ceeds earned.The issuer of bonds must also give an undertaking to investors to discharge it obligations. In the case of convertible bonds the issue plan and plan for utilization proceeds must also have a plan for issuance of the shares for conversion and all plans must be passed by the general meeting of shareholders (not the board of management). (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must also be an issue plan and a plan for investment of the capital funds earned. 2. 4Prospectus Issuers of a PO must prepare a prospectus. The main contents for a prospectus are prescribed in Law 70 and the MOF has been delegated the task of creating a sample form prospectus. Among other things, the prospectus must include the financial statements of the issuer for the 2 years prior to the issue of the PO. The prospectus must be signed by the chairman of the board of management, the general director, the financial director/accountant (on ly in the case of shares and bonds) and the legal representative of the underwriter. . 5 Registration The issuer must register the PO with the SSC. To register, the issuer must submit a request for registration and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the MOF). The documents required include the prospectus, the charter (or in the case of a PO of fund certificates, the proposed charter of the securities investment fund) and relevant resolutions and undertakings by the issuer. In the case of a PO for fund certificates the 1In the case of a enterprise with foreign owned capital that is converting to a shareholding company in combination with making a public offer of shares, Decree 14 clarifies that the issue plan and plan for utilization is passed by the owner of the enterprise with 100% foreign owned capital and the board of management of a joint venture enterprise. 2  © Allens Arthur Robinson – Vie tnam Laws contract for supervision between the custodian bank and the securities investment fund must also be submitted. The SSC has 30 days from receipt of the registration statement to certify registration. . 6 Announcement Within 7 days from certification of registration the issuer must make a public announcement in 3 consecutive newspaper issues. The announcement must stipulate the time in which investors have to register to purchase the securities. The time limit can be set by the issuer but must be a minimum of 20 days. Registration to purchase and payment of monies When an investor registers to purchase the securities it must pay the purchase price into an escrow bank account and this money will remain in escrow until completion of the PO.Allocation and delivery The issuer must allocate the securities within 90 days from the SSC’s certificate of acceptance, and physically deliver the securities to investors within 30 days from the date the offer ends. 2. 7 2. 8 3. List ing Listing is the process of taking a privately-owned organisation including an equitized or equitizing State owned enterprise (SOE) and making the transition to a publicly-owned entity whose shares can be traded on the HCMCSTC or HASTC. 3. Conditions, application and procedures for listing The regulations on the conditions, application files and procedures for listing a company are not contained in Law 70, they are contained in Decree 14. The conditions for listing on the stock exchange (of which there are currently none in Vietnam) are different from the conditions to list on a securities trading centre. However, in anticipation of the HCMCSTC converting to a stock exchange, new registrations for listing on the HCMCSTC must satisfy the conditions applicable for stock exchange listings, while existing listed companies on the HCMCSTC have two years to satisfy these conditions.Companies failing to meet these requirements will have their listing moved to the HASTC. Conditions, applic ation and procedures for listing on the Stock Exchange/HCMCSTC (a) Shares. The listing company must be a shareholding company with paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit in the two years prior to year of listing and must not have accumulated losses as at the year of registration for listing.There must not be overdue debts payable (unless a lawful reserve has been made for them) and there must be public disclosure of all debts owed to the company by officers2 and major shareholders. At least 100 shareholders must own 20% of the voting shares of the listing company, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. Bonds.The listing company or SOE must have paid-up capital of at least VND80 billion at the time of registration for listing, must have made a profit i n the two years prior to year of listing and must not have overdue debts of more than 1 year. There must be at least 50 bondholders in any one bond issue. 3. 2 (b) 2 Officers are the members of the board of management, members of the board of controllers, director, general director, deputy director, deputy general director and chief accountant.  © Allens Arthur Robinson – Vietnam Laws (c) Fund Certificates. Issued fund certificates must have total value of at least VND50 billion. There must be an undertaking from the initial shareholdings and members of the committee of representatives of the fund to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months. There must be at least 100 owners of fund certificates. 3. 3 Conditions, application and procedures for listing on the HASTC (a) Shares.The listing company must be a shareholding company with paid-up capital of at least VND10 billion at the time of registration fo r listing, must have made a profit in year prior to year of listing and must not have overdue debts of more than 1 year (with no current debts or financial obligations to the State). There must be at least 100 shareholders with voting shares, and there must be an undertaking from shareholders who are also officers of the company to hold 100% of their shares for 6 months from the date of listing and 50% of their shares for the following 6 months.The conditions relating to profitable business operations and overdue debts do not apply to newly established enterprises in infrastructure and high-tech sectors or equitizing SOEs. (b) Bonds. The listing company or SOE must have paid-up capital of at least VND10 billion at the time of registration for listing, and all bonds in the issue must have the same maturity date. Other types of securities. The task of stipulating conditions for listing other types of securities has been delegated to the MOF. (c) 3. 4 Registration The listing enterpris e must register with the relevant exchange or trading centre.To register the listing enterprise must submit a registration slip and attach those documents that are required by Law 70 (and which will be given more detail in specific regulations of the exchange/trading centre). The documents required include the prospectus, relevant corporate resolutions, register of shareholders/bondholders and required undertakings. The exchange/trading centre has 30 days from receipt of the registration slip to approve or refuse the application. 3. 5 Trading Current guidelines on securities, membership of the HCMCSTC/HASTCand trading in securities are contained in Circular 583 implementing Decree 1444.In time, Circular 58 should also be repealed by a new circular implementing Law 70 and Decree 14. In the interim the HCMCSTC and the HASTC continue to apply the day to day trading rules contained in the Circular 58. In addition, under Law 70, the HCMCSTC and the HASTC each are given the responsibility to issue regulations on the trading of listed securities within their respective centres. 3. 6 Other trading Securities listed on a Stock Exchange cannot be traded outside the Stock Exchange, unless otherwise stipulated in the trading rules of the Stock Exchange.In comparison, securities listed on a securities trading centre (STC) can be traded at a securities company which is a trading member of the STC. 3. 7 Taxation holidays – almost over Previously, to encourage investment in Vietnam’s securities market, various incentives were offered, 3 4 Circular 58-2004-TT-BTC of the Ministry of Finance dated 17 June 2004. Both Circular 58 and Decree 144 were issued before Law 70 and Decree 14, and must be read down to the extent of the inconsistency. 4  © Allens Arthur Robinson – Vietnam Laws ncluding preferential corporate income tax rates to companies upon listing. However, this preferential tax treatment ceased on 1 January 2007. Dividends from shares have been fr ee of personal income tax since 1994. However this very long â€Å"temporary exemption† is expected to come to an end under the proposed Law on Personal Income Tax, which was considered by the National Assembly in October-November 2006 and is expected to be passed in 2007. If passed in its current draft form, dividends from shares will be subject to personal income tax at a proposed rate of 5% from 1 January 2009. . Public companies A public company is a newly introduced concept in Vietnam. A public company is a shareholding company with any of the following characteristics: †¢ †¢ †¢ Shares have been issued via a PO. Shares are listed on the HCMCSTC or the HASTC. Shares are owned by 100 or more investors, excluding professional securities investors, and have a paid-up charter capital of VND10 billion or more. Importantly, a company does not have to be listed to be deemed a public company. New rules introduced for public companies include: 4. Filing A public com pany must lodge the public company file with the SSC within 90 days of becoming a public company. The public company files comprises the company’s charter and business registration certificate, the most recent financial statement and summarized information on its business operations scale, management organization and shareholding structure. Major shareholders A shareholder of a public company is deemed to be a major shareholder when it holds directly or indirectly (undefined) 5% or more of the voting shares the company.Upon becoming a major shareholder, the shareholder must report to the SSC and the HCMCSTC or HASTC (depending on where the shares of the public company are listed/offered). The information that must be reported is not extensive: only details of the investor (name, address) and details of the shares (number, percentage). However, important changes to this information, including a change of the number of shares in excess of 1%, must also be reported. Takeovers An offer to purchaser 25% or more of the voting shares in a public company must be made by a â€Å"public offer to acquire†.The public offer to acquire must be registered with and approved by the SSC (the law does not detail any criteria or basis for the approval) and must be announced in the mass media. Of note, if after implementation of the public offer to acquire, the acquirer holds 80% or more in the public company, the acquirer must, if the remaining shareholders so request, acquire the remaining shares at the announced price of the offer to acquire. 4. 4 Disclosure requirements A public company must publicly disclose certain information and report it to the SSC.Annually, a public company must disclose its audited financial statements. In addition, it must disclose information within a short period (24 hours, or 72 hours) upon the happening of a prescribed event, for example if an account of the public company is frozen (within 24 hours) or if a decision is made to borrow bonds with a value of 30% or more of the company’s equity (within 72 hours). 4. 2 4. 3 5  © Allens Arthur Robinson – Vietnam Laws 5. 5. 1 Foreign investors – how to purchase sharesUnlisted shares To contribute capital or purchase shares in Vietnamese enterprises, foreign investors must open a Vietnamese dong capital contribution and share purchase account (Account) at a commercial bank operating in Vietnam. All transfers of funds for the purpose of contributing capital, purchasing and selling shares, transferring capital contribution, receiving and using dividends or profits distribution, or purchasing foreign currency from authorised banks for remittance abroad and other transactions relating to any activity of capital contribution or purchase of shares inVietnamese enterprises by foreign investors must be performed through this Account. Further, this Account may only be used for capital contributions and share purchase activities. Within 2 working days from the date of opening the Account at a commercial bank, the foreign investor must register the Account with the State Bank (Department of Foreign Exchange Control). Under law, the State Bank must certify registration of the account within 5 working days, or otherwise provide written notice of its reasons for refusing to provide certification.A foreign investor is only allowed to perform receipt or payment transactions through the Account after obtaining a document on certification of account registration from the State Bank. Therefore it is important for potential investors to organize this account well in advance of the relevant share purchase date. Other than the controls over the Account, trading in unlisted shares is largely unregulated. 5. 2 Listed shares The foreign investor must apply for a securities trading code from the HCMCSTC/HASTC.The application consists of an application form and supporting documents. Unfortunately, the supporting documents that originate outside Vietn am (for example the constitution and establishment documents of the foreign investor) are subject to the tedious requirements of notarization and certification. Investors must then open a VND securities trading account with a registered broker in accordance with Decision 15505 to service activities of the purchase and sale of securities.The following accounts must be opened by the broker at an authorized bank in Vietnam: (a) a specialized, on-call foreign currency deposit account, into which foreign currency of the foreign investor is deposited (i) for the purpose of conversion into VND for purchase of securities or (ii) after conversion from VND for the purpose of remittance overseas or other authorized foreign currency remittances in Vietnam; and (b) a specialized, on-call VND deposit account, into which all VND amounts (after conversion from foreign currency) and all VND income from securities nvestment is transferred and from which all VND remittances for purchase of securities or for conversion into foreign currency is made. Listed share certificates must be centrally deposited at the Vietnam Securities Depository (VSD). This happens in two steps: first, the owner deposits the certificates with a depository member (for example, the broker or depository bank) and second, the depository member in turn deposits the certificates at the VSD. Cash settlement is made via the settlement bank, which is the BIDV. 6. 6. 1Foreign investors – restrictions Prohibited and conditional sectors Four prohibited sectors are listed in the 2005 Law on Investment. These sectors apply equally to foreign and local investors. Nine conditional sectors are listed in the 2005 Law on Investment. These sectors also apply equally to foreign and local investors. In addition foreign investment is conditional in 13 sectors specified in Decree 108 and ‘other investment sectors in international treaties of which Vietnam is a member and which restrict the opening of the 5Decision 1550-2004-QD-NHNN of the State Bank of Vietnam dated 6 December 2004. 6  © Allens Arthur Robinson – Vietnam Laws market to foreign investors’. It is not yet clear what the conditions are, and whether they may include restrictions on indirect investment. 6. 2 Other restrictions The current (to the extent that they have not been specifically repealed) laws of Vietnam consist of the following restrictions: (a) (b) (c) There is a cap on total foreign shareholdings in or capital contributions to any one unlisted domestic business of 30% of the charter capital (30% rule).The range of unlisted companies in which foreign investors may purchase shares is also restricted by sector (only 35 business lines are permitted). Foreign investors may hold a maximum of 49% of the total shares of any one company listed at a stock exchange or registered for trading at a securities trading centre (49% rule). Although not yet specifically repealed these restrictions may be affected by the 2005 Law on Investment which stipulates â€Å"investors must be permitted to invest in all sectors and in all industries and trades which are not prohibited by law†.Therefore under this general rule foreign investors should be (in theory) permitted to invest in all sectors and all industries provided that they are not in a prohibited or conditional sector (as above). It is not clear if the authorities will interpret the 30% rule and the 49% rule as being repealed by or alternatively, qualifying the Law on Investment. We consider that the better view is that these rules should be repealed by the Law on Investment. This view is consistent with the WTO principle of national treatment.However, we understand that in a meeting held on 18 January 2007 between the Government Office, the Ministry of Finance and the SSC the Government Office expressed the Prime Minister’s opinion that the 49% rule would continue to be applied ‘temporarily’. In any event, specific re strictions will continue to apply to conditional sectors (for example, banks) in accordance with commitments made under international agreements. 7. 7. 1 Securities Industry Players General Securities companies and fund management companies are the key players in the Vietnamese securities industry.This section provides an overview of the scope of activities under Law 70 of these companies Securities company As at 29 December 2006, the SSC has issued 55 operational licenses to securities companies under the previous securities law regime. After the effective date of Law 70, being 1 January 2007, there have not been any operational licenses issued and the most likely reason is that the implementing regulations for Law 70 have not been promulgated to guide the SSC in its work.Under Law 70, securities companies are permitted to engage in any or all of the following activities (the minimum legal capital is listed along side each of the activity): (a) (b) securities brokerage (VND 25 bill ion); securities self-trading (if the securities company engages in this activity it can only conduct the other activity of underwriting) (VND 100 billion); underwriting issues of securities (VND 165 billion); securities investment consultancy (VND 10 billion); financial consultancy services; and other financial services. . 2 (c) (d) (e) (f) The permitted areas of activity are limited compared to the business areas permitted under the old securities law regime. The prescribed minimum legal capital has also increased. This explains why there was a rush towards the end of 2006 to obtain a securities company license from the SSC. 7  © Allens Arthur Robinson – Vietnam Laws 7. 3 Fund Management Company Prior to the effective date of Law 70, eighteen operational licenses were issued by the SSC to fund management companies.Again there was a rush to obtain a license towards the end of 2006 because the scope of business activities has been restricted under Law 70. A fund management company can only engage in fund management and portfolio management and the minimum legal capital for establishment is VND 25 billion. 8. Funds This section provides a brief overview of investment funds as this is the subject of a detailed paper which will be released once the MOF has settled the regulation on investments funds and other related matters. Investment funds have been driving the bullish Vietnamese stock market.There have been a growing number of offshore and onshore investment funds established in recent years. At least 25 investment funds are operating in the market with an objective of investing in Vietnam. The Prime Minister has reportedly indicated that regulations on capital controls would be tightened to prevent capital flight which probably means that the MOF’s soon to be released regulations would introduce further regulatory controls on the operation of Funds. In brief, Law 70 sets the framework for the establishment of onshore public and membersâ€℠¢ funds.Public funds and members’ funds must have at least VND 50 billion in start up capital and managed by a fund management company. A public fund may be an open or closed ended fund with at least 100 investors. A members’ fund must have up to 30 investors. Assets of a fund are to be held by a custodian bank. The MOF’s future regulation is expected to contain other operational requirements. This article was written by Julia Howes, a lawyer with Allens Arthur Robinson who has been practicing in Vietnam for 3 years.Allens Arthur Robinson is one of the largest international law firms in Asia, with more than 900 lawyers, including 179 partners. Allens Arthur Robinson has been providing legal services for clients in Australia for more than 180 years and in Asia for the past 30 years. Our Vietnam practice is managed by partners Bill Magennis in Hanoi and Nigel Russell in Ho Chi Minh City, both of whom joined the Allens Arthur Robinson partnership from 1 January 200 7. The Vietnam practice was established in 1993 and is one of the largest and most successful among foreign law firms in the country.For further information, please contact: Bill Magennis Partner, Hanoi Ph: +84 4 936 0990 Bill. [email  protected] com. au Nigel Russell Partner, Ho Chi Minh City Ph: +84 8 822 1717 Nigel. [email  protected] com. au Steve Pemberton Partner, Singapore Ph: +65 6535 6622 Steve. [email  protected] com. au Jim Dunstan Executive Partner – Banking & Finance and Asia offices, Sydney Ph: +61 2 9230 4571 Jim. [email  protected] com. au Simon Lynch Partner, Melbourne Ph: +61 3 9613 8922 Simon. [email  protected] com. au Jeremy Low Partner, Sydney Ph: +61 2 9230 4041 Jeremy. [email  protected] com. au This publication is copyright.Except as permitted under relevant laws, no part of this publication may be reproduced by any process, electronic or otherwise, without the specific written permission of the copyright owner.  © Allens Arthur Robinson 8  © Allens Arthur Robinson – Vietnam Laws The material contained in Vietnam Client Updates is intended to inform you of recent legal developments in Vietnam. It is not intended, and should not be relied upon, as legal advice. Should you wish further information in relation to any legal instrument or matter mentioned in this issue, please do not hesitate to contact one of our offices.Ho Chi Minh City Suite 605 Saigon Tower 29 Le Duan Boulevard District 1 Ho Chi Minh City,Vietnam Tel +84 8 822 1717 Fax +84 8 822 1818 nigel. [email  protected] com. au Hanoi Suite 401 Hanoi Tower 49 Hai Ba Trung Hanoi, Vietnam Tel +84 4 936 0990 Fax +84 4 936 0984 bill. [email  protected] com. au Allens Arthur Robinson – a leading international law firm with lawyers in: Bangkok | Beijing | Brisbane | Hanoi | Ho Chi Minh City | Hong Kong | Jakarta | Melbourne | Perth | Phnom Penh | Port Moresby | Shanghai | Singapore | Sydney 9  © Allens Arthur Robinson – Vietnam Laws

Motivating High School Students in Singapore Research Proposal - 1

Motivating High School Students in Singapore - Research Proposal Example Most students believe in efforts and ability for their school achievement, and they wish to strike a good balance between achievement extremes. (Bandura Albert, 1995, p 53) Motivation does not come naturally. Students need constant efforts because many of their school policies discourage their efforts, they also have to study on few incentives, they are affected by peer pressure, and most at times, their intentions tend to backfire. Students, therefore, need to be taught on how to combine perspiration with inspiration in order to attain higher grades. They should be used to higher standards and expectations, as well as trying to persuade them to work hard. They need to get the right signals concerning what the purpose of education and achievement is. Teenagers, on the other hand, need to be encouraged to have a good social life, to learn, focusing on getting a good job and pursue other important aspects of life. We need to understand that there is a lot of educational mediocrity, hence work on making sure that students focus on academic learning as their number one priority. They should not be allowed to create learning schedules because peers do not lo ve reading, hence accord it for one hour. (Bandura Albert, 1995, p 53) One has to be triggered to be motivated. There are always reasons as to why people engage in certain kinds of behavior, and that is what is known as motivation. Volition is another important thing in life as a student. This is the process of cognition used by individuals in order to take a certain course of action. It goes hand in hand with motivation, and it occurs consciously, then converted to a habit over some time. Completion of high school has been rated as a necessity in life, as well as in any job market of Singapore, and this should be made known to students. It has been evident that even schools give ambivalent messages as to why academic achievement is important.  

GPS And Its Use In Modern Surveying Essay Example | Topics and Well Written Essays - 250 words

GPS And Its Use In Modern Surveying - Essay Example President Reagan opened access to the GPS for the civilian aircraft navigational purposes for the first time in 1983 (Leick 5). GPS has immense application in modern surveying. GPS enables the surveyors to measure the points or features of any location across the globe from space. Data collected with the help of GPS can be used to provide information for navigation systems or to monitor the infrastructure projects. Surveyors commonly use the GPS to derive elevation with the help of sophisticated satellite receivers as an alternative to the traditional precise leveling. However, the accuracy of the former is lesser as compared to the latter, but when the traditional leveling has to be carried out over a long distance, the accuracies of both methods become similar. GPS helps reduce the time consumed in surveying. â€Å"Project surveys scheduled to take become an often take just a few days or hours with GPS† (Transportation Research Board). Modern surveying has benefited a lot fr om the use of GPS.

Public Admiration Research Paper Example | Topics and Well Written Essays - 1250 words

Public Admiration - Research Paper Example Public admiration is a social and political science which is indispensable in governance and in the delivery of services for public welfare and interests. It involved intricate planning, strategizing, collaborating, networking, resource allocation but and utmost diligence in the exercise of authorities, functions and roles in accordance to policies and laws of the country. As integral part of organizational management, administrators use systems and models in the performance of their roles especially in this modern period when administration is integrated with information technology to hasten the delivery of services. Public administration can be done in classical ways or in a positivist construct, provided it helped systematized the performance of an government, corporation or an institution. Public administration is applied not only in government administration but also in managing non-government and private sectors whose extensive operation are implemented in a broader number of p opulace as their beneficiaries or clienteles (Stefan, 2009). Theoretically, the system of administration correlated the relation of administration, human resource management, access and use of resources, hence, require the skills managing organization inclusive of values in dealing with human relations (Stefan, 2009). Many of the managers attached to the nature of this profession are those who are intellectually gifted to pursue issues and concerns of public affairs. Experts opined that those experts or those who can offer quality public service can move freely within the thin domain between public, private and non-profit opportunities (Stefan, 2009). It is construed that those engaged in public administration have breadth of knowledge and perspectives of the science of public administration. They are expected to perform their responsibilities with combined skills of transformational and transactional leadership (Stefan, 2009). In matters of resource generation and utilization, publ ic administrators are reliant on existing policies but spending more what is expedient and essential for public concerns and for the organization (Stefan, 2009). Such must also be consistent to the vision, mission, goals and programs of the institution. Being focused on governance and organizational capacity enhancement, administrators are concern on transparency, devolution of functions, and analytical discourses in the disposition of cases and issues involving administrators and the public it served (Stefan, 2009). Science of Decision-Making and E-management In such context, public administration is therefore a science of decision-making based on existing regulations, done by public officials, done often in writing, and is always in congruent to the national policies and laws of public administration (Stefan, 2009). When officials are called to resolve on issues as a quasi-legal body, the administrators decides to appoint, discharge, suspend, dismiss or transfer public official ba sed on policies which is maybe inclusive of imposing disciplinary penalties as the law bestowed and in according to legal provisions required under administrative proceedings (Stefan, 2009). Recently, there is a national effort of