Mục IV Thông tư 118/2020/TT-BTC: Mua lại cổ phiếu

Section IV

SHARE REPURCHASE

Article 9. Reports on share repurchase

1. A public company mentioned in Clause 1 Article 36 of the Law on Securities, before repurchasing its owned shares, shall send the following documents to SSC:

a) A report on the share repurchase made according to the form in Appendix No. 35 enclosed herewith;

b) A decision of the General Meeting of Shareholders to approve the share repurchase and the repurchase plan;

c) A decision of the Board of Directors to approve the share repurchase plan;

d) The document confirming the transaction of the securities company, unless the repurchasing company is a member of VNX;

dd) The latest audited financial statements;

e) Documents proving that the company has sufficient funds to repurchase shares. In case the public company that is a parent company uses share premium, development investment funds or other funding sources to repurchase shares, documents providing such funds are financial statements of the parent company. In case the public company that is a parent company uses undistributed post-tax profits to repurchase shares, the fund for repurchasing shares shall not exceed its undistributed post-tax profits specified in the audited consolidated financial statements. If the fund for repurchasing shares is lower than the undistributed post-tax profits specified in the audited consolidated financial statements but higher than the undistributed post-tax profits specified in the financial statements of the parent company, decisions issued by competent authorities of subsidiary companies to approve the distribution of profits, and statements, bearing the bank’s confirmation, of transfer of profits from subsidiary companies to the parent company are required;

g) Documents proving fulfillment of all conditions for share repurchase if the public company engages in conditional business lines.

2. Before repurchasing its shares as prescribed in Point a Clause 2 Article 36 of the Law on Securities or repurchasing employees’ shares in accordance with the regulations on employee share ownership as prescribed in Point b Clause 2 Article 36 of the Law on Securities, the public company shall send the following documents to SSC:

a) The information disclosure statement about the share repurchase made according to the form in Appendix No. 36 enclosed herewith;

b) A decision of the Board of Directors or General Director (Director) to approve the share repurchase plan.

Article 10. Reporting and disclosing information about share repurchase

1. The public company specified in Clause 1 Article 9 of this Circular shall report, disclose information about the share repurchase, repurchase shares and prepare reports on share repurchase results according to Clauses 3, 4, 5 and 6 Article 37 of the Law on Securities. Information shall be disclosed using the form in Appendix No. 36 enclosed herewith. The report on the share repurchase results shall be made using the form in Appendix No. 39 enclosed herewith.

2. The public company specified in Clause 2 Article 9 of this Circular shall repurchase shares after 07 business days from the day on which the report on share repurchase is sent to SSC, and disclose information about the share repurchase on its website and on the media of SSC and VNX using the form in Appendix No. 36 enclosed herewith. Within 10 days from the completion of the share repurchase, the public company shall send the report on share repurchase results to SSC and publicly disclose information using the form in Appendix No. 39 enclosed herewith.

Article 11. Changes in share repurchase

1. The public company is not allowed to change its intention or plan to repurchase shares as reported and disclosed to the public, except in force majeure events (such as disaster, epidemics, war and other cases) with SSC’s approval.

2. Within 24 hours from the issuance of the decision to make changes in the share repurchase plan, the public company shall send a report on such changes to SSC, and disclose information about the decision to make changes on its website and on the media of SSC and VNX using the form in Appendix No. 37 enclosed herewith.

3. SSC shall give its opinions about changes in the share repurchase plan within 03 business days from the receipt of the company’s report.

4. Within 24 hours after obtaining SSC’s approval for changes in the share repurchase plan, the public company shall disclose information about changes in the share repurchase plan on its website and on the media of SSC and VNX using the form in Appendix No. 38 enclosed herewith.

5. The public company shall make changes in share repurchase after disclosing information as prescribed in Clause 4 of this Article.

Article 12. Repurchasing shares adopting tender offer method

The public company that repurchases its shares adopting tender offer method must comply with regulations on tender offers of shares laid down in the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, and provide the following documents:

1. The documents specified in Clause 1 Article 85 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020;

2. The documents specified in Points dd, e, g Clause 1 Article 9 of this Circular.

Article 13. Reporting and disclosing information about sale of treasury stocks

The public company that repurchases its shares in the case specified in Point b or Point c Clause 7 Article 36 of the Law on Securities shall sell shares as follows:

1. The public company may sell treasury stocks after 24 hours from the time it sends report on share repurchase results, or report on results of issuance of shares for paying dividends or issuance of shares for increasing share capital from equity to SSC and publicly discloses information.

2. The public company must complete the sale of treasury stocks within 10 business days from the day on which it sends report to SSC and publicly discloses information about the sale of treasury stocks using the form in Appendix No. 36 enclosed herewith.

3. Within 10 days from the completion of the sale of treasury stocks as prescribed in Clause 1 of this Article, the public company must send a report on results of sale of treasury stocks to SSC and publicly disclose information theore using the form in Appendix No. 39 enclosed herewith.

Article 14. Responsibilities of securities company designated as share repurchase agent

1. Instruct the public company to carry out the share repurchase according to regulations and the announced plan;

2. Ensure that public company has enough money on its trading account when placing buy order for the trading volume according to the reported plan and disclosed information;

3. Not to use information about the share repurchase of the designating public company, which is not yet disclosed, for selling securities of that public company or reveal relevant information to a third party, unless information is provided in accordance with regulations of law.

Article 15. Responsibilities of VNX

1. Supervise listed organizations and registered organizations disclosing information before, during and after their share repurchases and sale of treasury stocks as prescribed;

2. Supervise designated securities companies making share repurchases as prescribed.