Chương VIII Luật chứng khoán 2006: Công bố thông tin

Chapter VIII

DISCLOSURE OF INFORMATION

Article 100.- Information disclosure subjects and modes

1. Issuing organizations, listing organizations, public companies, securities companies, fund management companies, securities investment companies, stock exchanges and securities trading centers are obliged to disclose information in a sufficient, accurate and timely manner in accordance with this Law.

2. When disclosing information, the subjects specified in Clause 1 of this Article shall concurrently report to the State Securities Commission on disclosed information contents.

3. The disclosure of information shall be conducted by directors or general directors or their authorized persons.

4. Information is disclosed on the mass media, publications of organizations or companies and communication media of the Stock Exchange or the Securities Trading Center.

5. The Finance Ministry shall specify the information contents to be disclosed and the modes of information disclosure by subjects specified in Clause 1 of this Article.

Article 101.- Disclosure of information of public companies

1. Within ten days after having their annual financial statements audited, public companies shall disclose periodical information on such annual financial statements according to the provisions of Clauses 1 and 2, Article 16 of this Law.

2. A public company shall disclose extraordinary information within twenty four hours after the occurrence of one of the following events:

a/ Its bank account is frozen or is permitted to resume after a freezing period;

b/ It temporarily ceases its business operation;

c/ It has its business registration certificate or its establishment and operation license or its operation license revoked;

d/ Its shareholders' general assembly's decisions as specified in Article 104 of the Enterprise Law are adopted;

e/ Its Board of Directors makes decisions on redemption of its own stocks or resale of bought stocks, on the date of exercise of the right to buy stocks by owners of warranted bonds or the date of conversion of convertible bonds into stocks, and decisions related to the offering according to the provisions of Clause 2, Article 108 of the Enterprise Law;

f/ There are decisions to initiate lawsuits against members of its Board of Directors, director or general director, deputy director or deputy general director, or chief accountant; there are court judgments or rulings concerning its operation; there are conclusions of tax offices on its violations of the tax law.

3. A public company shall disclose extraordinary information within seventy two hours after the occurrence of one of the following events:

a/ It decides to borrow a loan or issue bonds valued at thirty percent or more of its actual capital;

b/ Its Board of Directors makes decisions on its development strategy, medium-term development plans and annual business plans; or decisions on alteration of applied accounting method;

c/ It is notified by the court of the acceptance of its application for opening of business bankruptcy procedures.

4. A public company shall disclose information at the request of the State Securities Commission when one of the following events occurs:

a/ There appears information related to it, which severely affects the legitimate benefits of investors;

b/ There appears information related to it, which greatly impacts securities prices and needs to be verified.

Article 102.- Disclosure of information of issuing organizations which conduct public offering of bonds

1. Issuing organizations that conduct public offering of bonds shall disclose periodical information according to the provisions of Clause 1, Article 101 of this Law.

2. Issuing organizations that conduct public offering of bonds shall disclose extraordinary information within seventy two hours after the occurrence of any event specified at Points a, b and c, Clause 2, and Clause 3 of Article 101 of this Law.

Article 103.- Disclosure of information of listing organizations

1. Apart from the obligation to disclose information specified in Article 101 of this Law, a listing organization shall also:

a/ Disclose information within twenty four hours after an asset loss valued at 10% of its own capital or more;

b/ Disclose information on a quarterly financial statement within five days after the completion of that statement;

c/ Disclose information according to regulations of the Stock Exchange or the Securities Trading Center.

2. When disclosing information, a listing organization shall concurrently report to the Stock Exchange or the Securities Trading Center on the disclosed information contents.

Article 104.- Disclosure of information of securities companies, fund management companies

1. Within ten days after having its annual financial statement audited, a securities company or a fund management company shall disclose periodical information on that annual financial statement.

2. Within twenty four hours after the occurrence of any of the following events, a securities company or a fund management company shall report it to the Stock Exchange or the Securities Trading Center so that the latter can disclose information according to the provisions of Clause 2, Article 107 of this Law:

a/ A decision on prosecution against a member of the Board of Directors or the Members' Council, the director or general director, a deputy director or deputy general director, or the chief accountant;

b/ The shareholders' general assembly or the Members' Council adopts a contract on merger with another company;

c/ The company suffers a loss equal to 10% of its asset value or more;

d/ The company changes a member of the Board of Directors or the Members' Council, the director or general director, a deputy director or deputy general director; the company appoints or dismisses the executive officer of the securities investment fund;

e/ The company experiences important changes in its business operation.

3. A securities company shall disclose at its head office, branches and order-receiving agents information on changes related to the addresses of its head office, branches and order-receiving agents; contents relevant to modes of trading, placing orders and paying deposits for trading, time for payment, trading fee, services provided and a list of securities practitioners of the company.

4. When requested by the State Securities Commission, a securities company or a fund management company shall disclose information related to it, which severely affects legitimate benefits of investors.

Article 105.- Disclosure information on public funds

1. A fund management company shall disclose periodical information on a public fund's annual asset report within ten days after that asset report is audited.

2. A fund management company shall disclose the following periodical information on a public fund:

a/ Weekly, monthly, quarterly and annual changes in net assets of the public fund;

b/ Assets of the public fund in every month, quarter and year;

c/ Monthly, quarterly and annual situation and results of investment activities of the public fund.

3. Within twenty four hours after the occurrence of any of the following events in a public fund, the fund management company shall report it to the Stock Exchange or the Securities Trading Center so that the latter can disclose information according to the provisions of Clause 2, Article 107 of this Law:

a/ Adoption of a decision of the investors' congress;

b/ Issuance of a decision on offering of the public fund's certificates;

c/ Issuance of a decision on change of investment capital of the public fund;

d/ Withdrawal of the certificate of public offering of the public fund's certificates;

e/ Termination or cancellation of a public offering of the public fund's certificates.

4. When requested by the State Securities Commission, a fund management company shall disclose information on a public fund upon the occurrence of any of the following events:

a/ A rumor that affects the offering and price of the public fund's certificates;

b/ An abnormal fluctuation of price and trading volume of the public fund's certificates.

Article 106.- Disclosure of information of securities investment companies

1. Securities investment companies that conduct public offering of stocks shall disclose information according to the provisions of Article 101 and Clause 2, Article 105 of this Law.

2. Securities investment companies whose stocks are listed at the Stock Exchange or the Securities Trading Center shall disclose information according to the provisions of Article 103 of this Law.

Article 107.- Disclosure of information of the Stock Exchange or the Securities Trading Center

The Stock Exchange or the Securities Trading Center shall disclose the following information:

1. Information on securities trading at that Stock Exchange or Securities Trading Center;

2. Information on organizations listed at that Stock Exchange or Securities Trading Center; information on securities companies, fund management companies, securities investment funds, securities investment companies;

3. Information on supervision of activities of the securities market.