Chương III Luật chứng khoán 2006: Công ty đại chúng

Chapter III

PUBLIC COMPANIES

Article 25.- Public companies

1. A public company is a joint-stock company that:

a/ Has already conducted the public offering of its stocks;

b/ Has its stocks listed at the Stock Exchange or the Securities Trading Center; or,

c/ Has its stocks owned by at least one hundred investors, excluding professional securities investors, and has a contributed charter capital of VND 10 billion or more.

2. Joint-stock companies defined at Point c, Clause 1 of this Article shall submit public company dossiers specified in Clause 1, Article 26 of this Law to the State Securities Commission within ninety days after they become public companies.

Article 26.- Public company dossiers

1. A public company dossier comprises:

a/ The company's charter;

b/ A copy of the company's business registration certificate;

c/ Brief information on the model of business organization, management apparatus and shareholders' structure;

d/ The latest year's financial statement.

2. Within seven days after receiving valid dossiers, the State Securities Commission shall publicly announce the names and business operations of and other information related to public companies on the State Securities Commission's media.

Article 27.- Rights and obligations of public companies

1. Public companies have the rights as provided for by the Enterprise Law and other relevant laws.

2. Public companies have the following obligations:

a/ To disclose information according to the provisions of Article 101 of this Law;

b/ To adhere to the corporate governance principles defined in Article 28 of this Law;

c/ To conduct the concentrated securities registration and depository at the Securities Trading Center according to the provisions of Articles 52 and 53 of this Law;

d/ Other obligations as provided for by the Enterprise Law and other relevant laws.

Article 28.- Corporate governance principles

1. Public companies shall comply with the provisions of the Enterprise Law regarding corporate governance.

2. The Finance Ministry shall specify the corporate governance applicable to public companies which have their stocks listed at stock exchanges or securities trading centers.

Article 29.- Reports on majority shareholders' ownership

1. Organizations and individuals that become majority shareholders of a public company shall report their stock ownership to such public company, the State Securities Commission and stock exchanges or securities trading centers where stocks of such public company are listed within seven days after they become majority shareholders.

2. A report on a majority shareholder's ownership covers the following contents:

a/ The name, address and business lines, for majority shareholders being organizations; the full name, age, nationality, place of residence and occupation, for majority shareholders being individuals;

b/ The number and percentage of stocks owned by the organization or individual or jointly owned by such organization or individual and other organizations or individuals to the total number of outstanding stocks.

3. In case of a material change in information stated in reports defined in Clause 2 of this Article or a change in the number of stocks owned by a majority shareholder which exceeds one per cent of the total number of outstanding stocks, that majority shareholder shall, within seven days after such change occurs, submit an amended and supplemented report to the public company, the State Securities Commission and stock exchanges or securities trading centers where the stocks are listed.

4. The provisions of Clauses 1, 2 and 3 of this Article also apply to affiliated persons who own five percent or more of an issuing organization's voting stocks.

Article 30.- Redemption by public companies of their own stocks

1. When redeeming their own stocks, public companies that have no stocks listed at stock exchanges or securities trading centers shall comply with the provisions of Articles 90, 91 and 92 of the Enterprise Law.

2. When redeeming their own stocks, public companies that have stocks listed at stock exchanges or securities trading centers shall disclose information on the redemption at least seven days before conducting it. Disclosed information covers:

a/ Redemption purpose(s);

b/ Number of stocks to be redeemed;

c/ Capital source(s) for redemption;

d/ Redemption duration.

The redemption by public companies of their own stocks and the resale of stocks they have purchased shall comply with the Finance Ministry's regulations.

Article 31.- Recovery of profits from unfair transactions

1. Public companies are entitled to recover all profits earned by members of their Boards of Directors, directors or general directors, deputy directors or deputy general directors, finance or accounting managers and other managers in their management apparatus from the arbitrage or reverse arbitrage of their securities within six months after the date of purchase or sale.

2. Public companies or their shareholders are entitled to initiate lawsuits at a court for recovery of profits earned from unfair transactions defined in Clause 1 of this Article.

Article 32.- Public bid

1. Cases subject to public bid:

a/ Bids for voting stocks which lead to the ownership of twenty five percent or more of outstanding stocks of a public company;

b/ Bids the parties that are offered with which are compelled to sell stocks they own.

2. Organizations or individuals that make public bid of stocks of public companies shall send their public bid registrations to the State Securities Commission. Within seven days after receiving public bid registrations, the State Securities Commission shall reply in writing. In case of disapproval, it shall clearly state the reasons therefor.

3. The public bid is conducted only after it is approved by the State Securities Commission and announced in advance by bid-making organizations or individuals on the mass media.

4. A public bid registration contains the following information:

a/ Name and address of the bid-making organization or individual;

b/ Type of stock subject to bid;

c/ The number of stocks subject to bid and currently held by such organization or individual;

d/ The projected number of stocks subject to bid;

e/ Bid duration;

f/ Bid price;

g/ Bid conditions.

5. In the course of public bid, bid-making organizations and individuals may not take the following acts:

a/ Directly or indirectly buying or committing to buy stocks currently subject to bid outside a bid drive;

b/ Selling or committing to sell stocks for which they are making bids;

c/ Unfairly treating owners of the same type of stock subject to bid;

d/ Supplying private information to a certain number of shareholders or supplying information to shareholders neither on the same scale nor at the same time. This regulation is also applicable to issuance-underwriting organizations whose stocks are subject to bid.

6. The duration for conducting a public bid must be between thirty days and sixty days after the announcement of that public bid. The bid covers also the additional bid or adjusted bid as compared with the initial registration. An additional bid or adjusted bid as compared with the initial registration must be conducted with terms not less preferential than those for previous bids.

7. Stock-owning organizations and individuals that have made margins for stocks under a public bid are entitled to withdraw stocks at any time within the bid time limit.

8. If the number of stocks subject to bid is smaller than that of outstanding stocks of a company or the number of stocks put on sale is larger than that of stocks subject to bid, stocks shall be bought on the basis of the corresponding ratio.

9. After conducting the public bid, a bid maker that holds eighty percent or more of outstanding stocks of a public company shall buy within thirty days stocks of the same type held by other shareholders at the announced bid price, if these shareholders so request.

10. Public companies whose stocks are subject to a public bid shall announce their consents to or refusals of the bid. In case of refusal, such companies shall reply in writing, clearly stating the reasons therefor. Written replies of those companies must bear signatures of at least two thirds of members of their Boards of Directors.

11. Within ten days after the end of a public bid, bid-making organizations or individuals shall report in writing to the State Securities Commission on the result of the public bid.