Chapter I
GENERAL PROVISIONS
Article 1. Subjects of information disclosure
Subjects of information disclosure includes: public companies, issuing organizations (except for bond issue guaranteed by the Government), securities companies, fund management companies, the Stock Exchange (SE), the Securities Depository Center (SDC) and relevant individuals.
Article 2. Interpretation of terms
Apart from the terms defined in the Law on Securities and the Government’s Decrees, the terms in this Circular are construed as follows:
1. Public companies mean Joint stock companies as prescribed in clause 1 Article 25 of the Law on Securities
2. Large-scale public companies mean public companies with the actual contributed charter capital being 120 billion VND or above determined under the Financial statement of the latest audited fiscal year or under the latest issue results and the quantity of shareholders must not fewer than 300 as from the date of closing the shareholder list in the SDC on December 31 every year under the list announced by of the State Securities Commission (SSC).
3. Internal shareholders mean members of the Board of Directors, the Control Board, the General Director/Director, the Deputy General Director/Deputy Director, the Financial Director, the Chief Accountant, the Accounting – Financial Department manager of the public company.
4. Internal investors of closed public funds (including closed funds, real estate investment funds) mean the investors holding the founder title, the membership of the Representative board of securities investment fund, the Board of Directors, the Control Board (if any), The Executive Board of fund management companies, the executives of the public investment funds.
5. Accredited audit organizations mean audit enterprises being accredited for auditing by the SSC under the conditions prescribed by the Ministry of Finance.
6. The outstanding voting stocks of public companies mean the company’s issued voting stocks minus the company’s fund stocks.
7. Listed organizations mean organizations that post and register the transaction with the SE.
Article 3. The requirements of information disclosure
1. The information disclosure must be sufficient, accurate and punctual as prescribed by law.
2. The information disclosure must be made by the legal representative of the company or the person authorized to disclose information. The legal representative of the company shall be responsible for the accuracy, the punctuality and the sufficiency of the information disclosed by the person authorized to disclose.
For information disclosure via the persons authorized to disclose information, the public companies, issuing organizations, securities companies, fund management companies shall register one (01) person authorized to disclose information under the Annex I promulgated together with this Circular. In case of replacing the person authorized to disclose information, it is required to be notified in writing to the SSC and SE at least five (5) days before the replacement.
For information affecting the securities prices, the legal representative of the company or the person authorized to disclose information must verify or correct such information within twenty four (24) hours as from receiving the information or receiving requests of the SSC and SE.
3. The information disclosure must be made concurrently with the report to the SSC and SE on the disclosed information contents, in particular:
3.1. Public companies, issuing organizations, securities companies, fund management companies must report to the SSC upon disclosing information;
3.2. The SE and SDC must report to the SSC on the derivative information from the SE and the SDC upon disclosing information;
3.3. Listed organizations, affiliated securities companies, fund management companies managing closed public funds and public securities investment companies must report to the SSC and SE upon disclosing information;
3.4. Fund management companies are responsible to disclose information about the activities of the public funds and the securities investment companies under their management as prescribed by relevant law provisions. For fund management companies being public companies, it is required to fulfill the information disclosure responsibility applied to public companies.
4. The date of information disclosure is the day that the information appears on the means of information disclosure; the date of reporting the information disclosure is the day of sending fax, transmitting electronic data (via email or report receiving IT system), the day the SSC and SE receives the disclosed information in writing.
5. The language of information disclosure on the Vietnam securities market must be Vietnamese. In case the law prescribes the additional information disclosure in another language, the language of information disclosure shall include Vietnamese and the other language as prescribed.
6. In case the disclosed information is changed, the subjects of information disclosure prescribed in Article 1 of this Circular must report and send written explanation to the SSC and SE (for listed organizations)
7. The subjects of information disclosure must preserve, archive the reported and disclosed information as prescribed by law.
Article 4. Means and forms of information disclosure
1. The information disclosure shall be made via the following means of information disclosure:
1.1. Annual reports, electronic information pages (websites) and other printed publications by organizations belonging to the subjects of information disclosure;
1.2. Means of information disclosure of the SCC includes: The system receiving reports and disclosing information, electronic information portals and other printed publications of the SSC;
1.3. Means of information disclosure of the SE includes: The system receiving reports and disclosing information, electronic information pages and electronic bulletin boards at the SE;
1.4. Means of information disclosure of the SDC: the electronic information pages of the SDC;
1.5. Other means of mass media as prescribed by law.
2. The documents and reports being sent to the SSC and SE shall be made in writing and electronic data using digital signatures under the guidance of the SSC and SE.
In case the SSE and SE deploy the system receiving reports and disclosing information via online portals, the forms of information disclosure of the subject of information disclosure prescribed in Article 1 of this Circular shall be made under the guidance of the SSC and SE.
3. Public companies must make electronic information pages within six (6) months as from the date of being the public company; securities companies, fund management companies must make the electronic information pages within six (6) months as from the date of being issued the permits and officially commencing the operation; organizations issuing bonds to the public must make the electronic information pages before making the public offer of bonds. The electronic information pages must contain a column particularly on the relation of shareholders (investors), in which disclosing the Company charter, The Regulation on internal administration (if any), the Prospectus (if any) and the information being disclosed periodically or on demand as prescribed in this Circular. The subjects of information disclosure must report to the SSC, SE and publicize the addresses of electronic information pages and the changes of such addresses within thee (3) working days as from the date of completing the electronic information pages or the date of changing its address.
Article 5. Delay of information disclosure
1. In case the information disclosure cannot be made punctually due to the cause of forced majeur (natural disasters, conflagrations, wars and other circumstances being approved of information disclosure delay), the subjects of information disclosure must report to the SSC and SE as soon as the occurrence of natural disasters, conflagrations, wars or before the information disclosure is due regarding other circumstances that the subjects of information disclosure request the SSC to approve of the delay and must make the information disclosure right after the force majeur is remedied.
2. The delay of information disclosure must be approved in writing by the SSC and announced on the means of information disclosure of the subjects of information disclosure and the SSC, SE, in which specifying the reasons for the information disclosure delay.
Article 6. Handling violations of information disclosure
Organizations and individuals committing acts of violations of law provisions on information disclosure, depending on the nature and the extend of the violations, shall be disciplined, administratively sanctioned or liable to criminal prosecution and must compensate for the damages as prescribed by law.
Tìm kiếm
Thông tư 52/2012/TT-BTC (Bản Word)