Chapter VIII
INFORMATION DISCLOSURE
Article 118. Disclosing entities
1. Disclosing entities include:
a) Public companies;
b) Organizations that publicly offer corporate bonds;
c) Organizations that have corporate bonds listed;
d) Securities companies, fund management companies, branches of foreign securities companies and foreign fund management companies in Vietnam;
dd) VSE and its subsidiaries, VSDCC;
e) Major shareholders, groups of related persons holding at least 5% of voting shares of a public company; investors and groups of related persons holding at least 5% of fund certificates of a closed-end fund;
g) Founding shareholders during transfer restriction of a public company or public investment company;
h) Internal actors of public companies, public funds, public investment companies as prescribed in Clause 45 Article 4 of this Law, and their related persons;
i) Groups of related foreign investors holding at least 5% of voting shares of an issuer or at least 5% of fund certificates of a closed-end fund;
k) Other entities prescribed by the Minister of Finance.
2. The Minister of Finance shall promulgate specific regulations on information disclosure by each entity mentioned in Clause 1 of this Article.
3. Information disclosure by public companies that are credit institutions under special control shall comply with requests of SBV and ensure safety of the credit institution system.
Article 119. Information disclosure rules
1. Information disclosed must be adequate, accurate and timely.
2. The disclosing entities are legally responsible for the information they disclose. In case of changes to disclosed information, the disclosing entity shall promptly announce the changes and reasons for those changes.
3. When disclosing information, the disclosing entities mentioned in Article 118 shall simultaneously send an information disclosure report to SSC and the organization at which the securities are listed or registered.
4. An organization’s information shall be disclosed by its legal representative or the authorized spokesperson. An individual’s information shall be disclosed by himself/herself, or by an organization or individual authorized by the individual.
5. Disclosing entities shall retain the information disclosed as prescribed by law.
Article 120. Disclosure of information of public companies
1. A public company shall periodically disclose the following information:
a) Audited annual financial statements, biannual financial statements examined by accredited audit organizations; quarterly financial statements;
b) Annual reports;
c) Company administration reports;
d) Resolutions of Annual General Meetings of Shareholders;
dd) Other information prescribed by law.
2. A public company shall disclose information on an ad hoc basis in any of the following events:
a) The company’s account at a bank or foreign branch bank (FBB) is frozen at the request of a competent authority or when the payment service provider suspects a fraud or illegal activities relevant to the account; the account is unfrozen;
b) Business suspension; changes to enterprise registration information; revocation of the certificate of enterprise registration; revision, suspension, revocation of the license for establishment and operation or operating license;
c) Ratification of decisions of an ad hoc General Meeting of Shareholders;
d) The company’s decision to repurchase its shares; the date of exercising the right to buy shares of bondholders, or the date of conversion of convertible bonds into shares, and decisions relevant to the offering and issuance of securities;
dd) Decisions on the enterprise’s reorganization or dissolution; strategies, medium-term development plans and annual business plans of the company; establishment, dissolution of subsidiaries and associate companies; any transaction that turns a company into a subsidiary or associate company or vice versa; establishment and closure of branches or representative offices;
e) Decisions on change of accounting period, accounting policies; retroactive adjustments to financial statements; qualified opinions of the audit organization in the financial statement; selection or change of an audit company;
g) Changes or addition of internal actors;
h) Decisions to buy or sell assets or any transaction whose value exceeds 15% of total asset of the company according to the latest audited annual financial statement or latest examined biannual financial statement;
i) Decisions on imposition of penalties for tax offences, effective court judgments or decisions that affect the company’s operation; the court’s notice of receipt of the company’s bankruptcy petition;
k) Any charge against the company or its internal actor;
l) Approval or cancellation of listing at a foreign stock exchange;
m) Other events prescribed by the Minister of Finance.
3. Public companies shall disclose information at the request of SSC, VSE and its subsidiaries in any of the following events:
a) Any event that seriously affect lawful interests of investors;
b) There is information about the company that significantly affects the securities prices that has to be verified.
Article 121. Information disclosure by organizations that publicly offer corporate bonds
1. The organization that publicly offers corporate bonds shall periodically disclose the following information:
a) Annual financial statements audited by accredited audit organizations.
b) Annual reports;
c) Resolutions of Annual General Meetings of Shareholders if the issuer is a joint-stock company;
d) Audited reports on use of revenue from the offering;
dd) Other information prescribed by law.
2. The corporate bond issuer shall disclose information on an ad hoc basis in any of the events specified in Clause 2 Article 120 of this Law.
3. The corporate bond issuer shall disclose information on request in accordance with Clause 3 Article 120 of this Law.
Article 122. Information disclosure by organizations that have corporate bonds listed
1. A listing organization that is a public company shall disclose information in accordance with Article 120 of this Law.
2. A listing organization other than those mentioned in Clause 1 of this Article shall disclose the following information:
a) Annual financial statements audited by accredited audit organizations, and annual reports;
b) Information to be disclosed on an ad hoc basis as prescribed in Clause 2 Article 120 of this Law;
c) Information to be disclosed on request as prescribed in Clause 3 Article 120 of this Law.
Article 123. Information disclosure by securities companies, fund management companies, branches of foreign securities companies and foreign fund management companies in Vietnam
1. Securities companies, fund management companies, branches of foreign securities companies and foreign fund management companies in Vietnam shall disclose the following information:
a) Audited annual financial statements, biannual financial statements examined by accredited audit organizations; quarterly financial statements;
b) Prudential ratio reports examined on June 30 and audited on December 31 by accredited audit organizations;
c) Annual reports;
d) Company administration reports;
dd) Resolutions of Annual General Meetings of shareholders of joint-stock companies;
e) Other information prescribed by law.
2. Securities companies, fund management companies, branches of foreign securities companies and foreign fund management companies in Vietnam shall disclose information on an ad hoc basis as prescribed in Clause 2 Article 120 of this Law and in any of the following events:
a) SSC imposes administrative penalties upon the company, branch or its certified securities professional for securities-related offences; The General Director (Director), Deputy General Director (Deputy Director) has his/her securities professional certification suspended or revoked;
b) SSC issues a warning or a decision to put the company under alert, control or special control, or revokes such decision; SSC issues a decision to suspend or terminate the company’s operation or cancels such decision;
c) SSC approves the establishment or closure of a branch, transaction office, representative office in Vietnam or a foreign country, indirect outward investment.
3. A securities company shall disclose at its headquarters, branches and transaction offices information about transaction methods, order placement, depositing, payment time, transaction fees, services provided and list of the company’s certified securities professionals. Conditions for provision of margin trading services, including margin ratio, loan interest, loan term, list of securities available for margin trading.
4. Securities companies, fund management companies, branches of foreign securities companies and foreign fund management companies in Vietnam shall disclose information that seriously affect the lawful rights and interests of investors at the request of SSC, VSE and its subsidiaries.
Article 124. Disclosure of information about public funds
1. The fund management company shall periodically disclose the following information about the public fund:
a) Audited annual financial statements, biannual financial statements examined by accredited audit organizations; quarterly financial statements;
b) Reports on changes to the net asset value;
c) Investment reports;
d) Summary report on fund management.
2. The fund management company shall disclose information on an ad hoc basis in any of the following events:
a) Ratification of decisions of the General Meetings of Investors;
d) Change to charter capital of the closed-end fund;
c) Revocation of the certificate of public offering of public fund certificates;
d) Suspension, cancellation of the public offering of public fund certificates; unsuccessful offering of public fund certificates;
dd) Revision to the charter or prospectus;
e) Changes or addition of internal actors of the public fund; charges against internal actors of the public fund;
g) Decision on consolidation, merger, division, dissolution, change of operating period, liquidation of assets of the public fund;
h) Other events prescribed by the Minister of Finance.
3. Asset management companies shall disclose information about public funds at the request of SSC, VSE and its subsidiaries in any of the following events:
a) There is information that affects the offering and/or price of public fund certificates;
b) There are unusual changes in the price or volume of trade of public fund certificates.
Article 125. Disclosure of information of public investment companies
1. The fund management company shall periodically disclose the following information about the public investment company:
a) The information specified in Points a, b, c Clause 1 Article 124 of this Law;
b) Summary report on management of the public investment company;
c) Resolutions of Annual General Meetings of Shareholders.
2. The fund management company shall disclose information on an ad hoc basis about the public investment company in any of the following events:
a) The offering of shares the public investment company is suspended or cancelled;
b) Shares of the public investment company are suspended from trading;
c) Any of the events specified in Points a, c, e and m Clause 2 Article 120 and Points dd, e and g Clause 2 Article 124 of this Law.
3. Asset management companies shall disclose information about public investment companies at the request of SSC, VSE and its subsidiaries in accordance with Clause 3 Article 120 of this Law.
Article 126. Information disclosure by VSE and its subsidiaries, and VSDCC
1. VSE and its subsidiaries shall publish the following information:
a) Information about the organization and operation of VSE and its subsidiaries;
b) Information about organizations having their securities listed or registered; information about members of VSE and its subsidiaries;
c) Information about securities transactions;
d) Other information prescribed by the Minister of Finance.
2. VSDCC shall publish the following information:
a) Information about the organization and operation of VSDCC;
b) Information relevant to the management and supervision of members of VSDCC;
c) Information about securities registration and depositing;
d) Other information prescribed by the Minister of Finance.
Article 127. Information disclosure by major shareholders, groups of related persons holding at least 5% of voting shares of a public company; investors and groups of related persons holding at least 5% of fund certificates of a closed-end fund; groups of related foreign investors holding at least 5% of voting shares of an issuer or at least 5% of fund certificates of a closed-end fund
1. Organizations, individuals, groups of related persons, groups of related foreign investors shall disclose information when they become or are no longer major shareholders of a public company or public investment company.
2. Organizations, individuals, groups of related persons, groups of related foreign investors that are major shareholders shall disclose information every time their holdings vary by more than 1% of voting shares of the public company or public investment company.
3. Regulations in Clause 1 and Clause 2 of this Article do not apply in the following cases:
a) Changes in the holding of voting shares when the public company repurchases its own shares or issues additional shares;
b) Swap transactions in exchange traded funds (ETF);
c) Other cases prescribed by law.
4. Investors, groups of related persons, groups of related foreign investors shall disclose information when the amount of closed-end fund certificates they are holding reaches or falls below 5%.
5. Investors, groups of related persons, groups of related foreign investors holding at least 5% of fund certificates of a closed-end fund shall disclose information every time their holdings of closed-end fund certificates vary by 1%.
Article 128. Information disclosure by internal actors and their related persons
1. Internal actors of public companies, public investment companies, public funds and their related persons shall disclose information before and after their transactions, and when there are changes to the holding of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of the public companies, public investment companies and public funds.
2. Regulations in Clause 1 of this Article do not apply to exchange traded funds that perform swap transactions or the value of securities traded is below the level at which information disclosure is mandatory, and other cases p
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