Chương II Thông tư 52/2012/TT-BTC: Công bố thông tin của công ty đại chúng

Chapter II

INFORMATION DISCLOSURE OF PUBLIC COMPANIES

Section 1. GENERAL PROVISIONS

Article 7. Periodic information disclosure

1. Annual Financial statements

Public companies must disclose the information about the audited annual Financial statements within ten (10) days as from the date of the audit report made by independent audit organizations. The time limits for disclosing information about Annual Financial statements is ninety (90) days as from the ending day to the fiscal year. In particular:

1.1. The Annual financial statement of a public company includes: The balance sheet, the Business results report, the Monetary circulation report, the Descriptive statement of the Annual Financial statements as prescribed by law provisions on accounting

The Descriptive statement of the Annual financial statement must sufficiently present the contents prescribed by law provisions on accounting. If the Descriptive statement of the Annual financial statement indexes the Annex, the Annex must be disclosed together with the Descriptive statement of the Annual financial statement. The Descriptive statement of the Annual financial statement must specify the contents of the transactions among the relevant parties as prescribed by the provision of the Vietnamese Standards on accounting. In case the Annual financial statement is made in foreign currency, the public company must simultaneously disclose the Annual financial statement in foreign currency and the Annual financial statement converted into Vietnam Dong. The exchange rates and the conversion accuracy of the Annual financial statement converted into Vietnam Dong must be verified by the audit organization that performed audited the Annual financial statement in foreign currency being converted;

1.2. For public companies being parent companies of other organizations, the information disclosure contents of the Annual financial statement shall include the Annual financial statement of the parent company and the unified Annual financial statement. For public companies being superior accounting units with affiliated accounting units, the Annual financial statement shall include the Annual financial statement of the public companies and the synthesized Annual Financial statements as prescribed by law provisions on accounting;

1.3. Public companies must disclose sufficient information about the audited Annual Financial statements on the electronic information pages of the public companies and on the means of information disclosure of the SSC, SE (for listed organizations) and post the audit opinions on Annual Financial statements on one (1) issue being published nationwide together with the address of the electronic information pages that contain all the Annual Financial statements, Audit reports and/or the address providing the Annual Financial statements and Audit reports for the investors’ reference;

1.4. Annual Financial statements and Audit reports on the Annual Financial statements must be archived in writings and electronic data in at least ten (10) following years in the head office of the company for the investors’ reference.

2. Annual reports

Public companies must make Annual reports under the Annex II promulgated together with this Circular and disclose information about the Annual reports within twenty (20) days after the disclosure of the audited Annual financial statement. The information disclosure must be made on printed publications, electronic information pages of the public companies, means of information disclosure of the SSC, SE (for listed organizations) and archived in writing and electronic data in at least ten (10) following years in the head office for the investors’ reference. The financial information in the Annual reports must be consistent with the audited Annual Financial statements.

3. Reports on the company administration

Public companies must make information disclosure as prescribed by law provisions on company administration applicable to public companies, in particular:

3.1. Biannually (06 months) and annually, public companies must disclose information about the company administration under the Annex III promulgated together with this Circular and report to the SSC and SE (for listed organizations). The time limits for reporting and disclosing the information about the company administration in six (06) months and in the year is 30 days as from the ending day of the report period;

3.2. Public companies shall make information disclosure as prescribed in point 3.1 this Article on the electronic information pages of the public companies and on the means of information disclosure of the SSC and SE (for listed organizations).

4. Shareholder General assembly meeting

4.1. Public companies must make periodic disclosure of information about the annual Shareholder General assembly’s Resolution;

4.2. Public companies must disclose all the documents of annual/irregular Shareholder General assembly meeting including: the meeting invitation notice, the form of representative appointment to attend the meeting, the meeting agenda, the voting paper, the discussion documents as the basis for ratifying the decisions and the resolution draft regarding each problems in the agenda on electronic information pages and send the meeting invitations and instruction on accessing the electronic information pages about the meeting and the documents of shareholders assembly meeting to the shareholders at least fifteen (15) days before the opening of the Shareholder General assembly meeting.

5. Disclosure of information about the securities offers and the utilization progress of the capital generated from the offers

Public companies making securities offers must comply with the provisions on information disclosure as prescribed by law provisions on securities offers.

Public companies making securities offers to the public for raising capital must biannually (06 months), as from the ending day of the offer, report to the SSC and disclose information on printed publications and electronic information pages of the public companies and on the means of information disclosure of the SSC and SE (for listed organizations) about the utilization progress of the capital generated from the offer. In case of changing the capital use purpose, public companies must disclose information about the reasons and the Decision/Resolution of the Board of Directors/Shareholder General assembly on such changes before the changes are made. Public companies must make report and disclose this information until completely disbursing the capital generated from the stock offer to the public.

Article 8. Irregular information disclosure

1. Public companies must make irregular information disclosure within twenty four (24) hours after the occurrence of the following events:

1.1. The company’s bank account is blocked of unblocked after the blockage;

1.2. Partially of completely suspending the business operation; being revoked the Business registration certificate or the Establishment and operation permit or the Operation permit;

1.3. The Resolution/Decision of the Shareholder General assembly (together with the Shareholder General assembly meeting minute or the Vote count report) on approving the decisions of the Shareholder General assembly as prescribed in Article 96 of the Law on Enterprises;

1.4. The Decisions of the Board of Directors on the repurchase of the company’s stocks or the resale of the purchased stocks; the date of exercising the rights to purchase stocks of the owner of bonds attached with the right to purchase stocks or the date of converting bonds into stocks; the decision on making securities offers to abroad and decisions relating to the offers prescribed in clause 2 Article 108 of the Law on Enterprises; midterm development plans, strategies and annual business plans of the company;

1.5. The Resolution/Decisions of the Shareholder General assembly/Board of Directors (together with the Shareholder General assembly meeting minute or the Vote count report) on the dividend rate, forms of dividend payment, common stocks issue; on the splitting, dividing, merging and unifying enterprises; on the stock splitting and grouping;

1.6. Audit reports showing opinions of exception, disapproval, refusal from the audit organization of the Financial statements; announcing the signing of the Annual financial statement audit contract; replacing the audit company (after signing the contract) or the audit company’s refusal of the Financial statements; retroactive adjustment results of the Financial statement (if any);

1.7. Replacing key personnel of the company (members of the Board of Directors, the Control Board, the Director/Deputy Director or General Director/Deputy General Director, Financial Director, Chief Accountant, Accounting and financial department manager);

1.8. Having decisions on prosecutions, judgments or decisions of the Court against members of the Board of Directors, General Director, Deputy General Director or Director, Deputy Director, Financial Director, Chief accountant, Accounting and financial department manager, members of the company’s Control Board; receiving decisions on prosecutions, judgments or decisions of the Court against the company’s operation; receiving the verdict of tax agencies against the company’s violations of tax law.

1.9. Having the Court’s notices about handling the application for conducting procedures for enterprise bankruptcy;

1.10. Issuing decisions on borrowing or issuing bonds valued at thirty percent (30%) or above of the owner capital calculated in the latest audited annual Financial statement or the latest examined Biannual Financial statement ; Decisions on issuing convertible bonds;

1.11. Receiving the changed contents relating to the Enterprise registration certificate or the Establishment and operation permit or the Operation permit;

1.12. Changing the volume of outstanding voting stocks due to additional issue; purchasing, selling fund stocks at the time the securities are officially registered at the SDC;

1.13. Occurring events that significantly affect the company’s production, business or administration.

2. Public companies must make irregular information disclosure within seventy two (72) hours after making decisions on establishing, purchasing, selling or dissolving the affiliates being investing or no longer investing in the cooperating or associating company.

3. Public companies must disclose information about the events prescribed in clause 1 and clause 2 this Article on the printed publications, electronic information pages of the public companies and on the means of information disclosure of SCC and SE (for listed organizations). The contents of information disclosure must specify the events, reasons, remedial measures and plans (if any).

4. Disclosure of information about the final day of registration to exercise the rights for existing shareholders

Public companies must sufficiently report and submit the documents being legal basis for the final day of registration to exercise the rights for existing shareholders to the SDC, SE (for listed organizations) and report to the SSC at least ten (10) working days before the scheduled final day of registration.

Article 9. Information disclosure on demand

1. Public companies must disclose information within twenty four (24) hours after being requested by the SSC and SE (for listed organizations) about the following events:

1.1. Occurrence of events that critically affect the lawful interests of investors;

1.2. Having information about the public companies that significantly affect the securities prices and needs verification.

2. Public companies must make information disclosure on demand on printed publications, electronic information pages of the public companies, means of mass media and means of information disclosure of the SSC and SE (for listed organizations). The contents of information disclosure must specify the events requested to be disclosed by the SSC and SE, their reasons and the company’s assessments of their authenticity, the remedial measures (if any).

Section 2. INFORMATION DISCLOSURE OF THE LISTED ORGANIZATIONS AND LARGE-SCALSE PUBLIC COMPANIES

Article 10. Periodic information disclosure

Listed organizations and large-scale public companies must make periodic information disclosure as prescribed in Article 7 of this Circular and the following provisions:

1. Listed organizations and large-scale public companies shall disclose information about Annual Financial statements audited by accredited audit organizations.

2. Listed organizations and large-scale public companies must make and disclose information about Biannual Financial statements (the first 06 months of the fiscal year) audited by accredited audit organizations under the Accounting Standards regarding the examination of Financial statements within five (5) working days as from the day the audit organization is accredited to sign the audit report. The time limits for making disclosure of information about examined Biannual Financial statement is forty five (45) days as from the ending day of the first six (6) months of the fiscal year. For listed organizations and large-scale public companies being parent companies of other organizations or being superior accounting units with affiliated accounting units, the time limits for making disclosure of information about examined unified Biannual Financial statements or synthesized Biannual Financial statements and Biannual Financial statements of the parent company or the superior accounting unit is sixty (60) days as from the ending day of the first six (06) months of the fiscal year.

Biannual Financial statements together with all the reports on the examination of Biannual Financial statements must be disclosed on electronic information pages of the listed organizations and large-scale public companies and on the means of information disclosure of the SSC and SE (for listed organizations) and must be archived in writing and data in at least ten (10) following years in the head office for the investors’ reference.

Audit organizations performing Biannual Financial statement examination must be accredited audit organizations being appointed to audit the Annual Financial statements of the listed organizations and large-scale public companies.

3. Listed organizations and large-scale public companies must disclose information about Quarter Financial statements within twenty (20) days after the quarter’s end. Listed organizations and large-scale public companies being parent companies or superior accounting units with affiliated accounting units must disclose information about Quarter Financial statements of the parent company and unified Financial statement or synthesized Financial statement within forty five (45) days as from the quarter’s end. In particular:

3.1. Quarter Financial statements of listed organizations and large-scale public companies shall include the statements prescribed in point 1.1 clause 1 Article 7 of this Circular;

3.2. In case the difference between the profit after enterprise income tax under the Business result report in the quarter statement of the disclosed period and that of the previous year’s same period is ten percent (10%) or above, or the business result in the quarter is negative, large-scale public companies being parent companies must provide explanation in that Quarter Financial statement. Listed organizations and large-scale public companies being parent companies must explain those reasons in the Business result report of the parent company and the unified Business result report; listed organizations and large-scale public companies being superior accounting units with affiliated accounting units must explain the reasons in the Financial statements of the listed organizations and large-scale public companies, and the synthesized Financial statement;

3.3. Listed organizations and large-scale public companies must sufficiently disclose the Quarter Financial statements on electronic information pages of the company and on the means of information disclosure of SSC, SE, and the statements must be archived in writing and electronic data in at least ten (10) following years in the head office for investors’ reference.

4. For audited Annual Financial statements and examined Biannual Financial statements containing exceptions/notes, the company must disclose information about the explanation for such exceptions/notes.

Article 11. Irregular information disclosure

1. Listed organizations and large-scale public companies must make irregular information disclosure within twenty four (24) hours as prescribed in clause 1 Article 8 of this Circular after the occurrence of the following events:

1.1. The company suffers asset loss valued at ten percent (10%) of the owner capital or above calculated in the latest audited Annual financial statement or the latest examined Biannual Financial statements;

1.2. The Decision/Resolution of the Shareholder general assembly/Board of Directors on the increase, decrease of the charter capital; the contributing capital valued at ten percent (10%) or above of the company’s total asset to another organization; contributing capital valued at fifty percent (50%) or above of total capital of the contributed company; approving the lease/borrowing contracts and other contracts valued at the same or above fifty percent (50%) of the total asset calculated in the latest audited Annual financial statement or latest examined Biannual Financial statement;

1.3. Decision/Resolution of the Shareholder general assembly/Board of Directors on the purchase and sale of assets valued at above fifteen percent (15%) of total asset of the company calculated in the latest audited Annual financial statement or latest examined Biannual Financial statement;

1.4. Decision/Resolution of the Shareholder general assembly/Board of Directors, or dispatches of competent State agencies (regarding situations requiring the competent agencies’ approval) on the opening and closing of affiliated companies, branches, factories and representative offices;

1.5. When the posted securities prices of the company (for listed organizations) hit the ceiling or the floor price in ten (10) or more consecutive sessions;

1.6. Having the explanation relating to financial figures required to be disclosed by the company as prescribed by law that are different from the financial figures in the audited Financial statement,

2. Listed organizations and large-scale public companies must make irregular information disclosure within seventy two (72) hours as prescribed in clause 2 Article 28 of this Circular after being approved or cancelled the posting in the foreign SE.

3. Listed organizations and large-scale public companies must disclose information about the events prescribed in clause 1 and clause 2 this Article on the printed publications, electronic information pages of the company and on the means of information disclosure of SSC, SE (for listed organizations). The contents of irregular information disclosure must specify the events, their reasons, remedial measures and plan (if any).

Article 12. Information disclosure on demand

Listed organizations and large-scale public companies must make information disclosure on demand as prescribed in Article of this Circular.

Article 13. The starting and ending time of the information disclosure of large-scale public companies

1. Public companies shall start to fulfill the obligation to make information disclosure of large-scale public companies as prescribed in this Circular after its name is put in the list of large-scale public companies announced by the SDC.

2. After one (01) year after not being a large-scale public company under the list announced by the SCD, large-scale public companies shall fulfill the obligation to make information disclosure similarly to that of public companies or listed organizations prescribed in this Circular.

Article 14. Information disclosure of enterprise bond listed organizations

1. Enterprise bond listed organizations being public companies shall make information disclosure as prescribed in Article 10, Article 11 and Article 12 of this Circular.

2. Enterprise bond listed organizations being non-public joint-stock companies, limited liability companies, State enterprises shall make information disclosure as follows:

2.1 Making periodic disclosure of information about Annual Financial statements and Annual reports as prescribed in clause 1, clause 2 Article 7 and clause 1 Article 10 of this Circular.

2.2. Making irregular information disclosure as prescribed in Article 11 of this Circular (in which replacing the Board of Directors with the Member assembly regarding limited liability companies);

2.3. Making information disclosure on demand as prescribed in Article 9 of this Circular.