Chapter VI
DISCLOSURE OF INFORMATION OF OTHER SUBJECTS
Article 26. Disclosure of information about the transactions of major shareholders and investors holding 5% or above of fund certificates of a closed public funds
1. Organizations, individuals or a group of relevant people holding 5% and above of voting stocks of a public company, investors holding 5% or above of fund certificates of a closed public funds or withdrawing from being major shareholders/investors holding 5% or above of fund certificates of a closed public funds must be reported on ownership to public companies/fund management companies, SCC and SE (for listed organizations) under the Annex IV promulgated together with this Circular within 07 days after withdrawing from being major shareholders/investors holding 5% or above of fund certificates of a closed public funds.
2. Organizations, individuals or a group of relevant people holding 5% and above of voting stocks of a public company, investors holding 5% or above of fund certificates of a closed public funds making changes in the volume of owned stocks/fund certificates that exceed one percent (1%) of the volume of stocks/fund certificates (including the cases of giving, offering or being given, inherited, making or receiving transfers of the call option of additional stocks … or not performing stock/fund certificate transactions) must be reported to public companies, SCC and SE (for listed organizations) within seven (07) days after such changes are made under the Annex V promulgated together with this Circular.
3. The time of starting/ending the holding of five percent (5%) or above of the stocks/fund certificates, or the time of making changes in the volume of the owned stocks/fund certificates that exceed one percent (1%) prescribed in clause 1 and clause 2 this Article shall be calculated as follows:
3.1. For transactions performed via the SE: starting after the end of the transaction payment period;
3.2. For transactions not being performed via the SE: starting after finishing the securities transfer at the SDC;
3.3. For exercising the additional stocks/fund certificates call option: starting after the public company ends the offer.
Article 27. Disclosure of information about the transactions of founding shareholders during the period of transfer restriction
1. Founding shareholders holding the stocks being restricted from transfer as prescribed in clause 5 Article 84 of the Law on Enterprises must send written notices to the SSC, SE (for listed organizations), SDC and public companies on the transactions at least three (03) working days before performing transactions under the Annex VI promulgated together with this Circular. In case of transferring to persons not being founding shareholders, the transferor must send in addition the Decision/Resolution of the Shareholder general assembly on approving such transfer.
2. Within three (03) working days as from the date of finishing the transaction, founding shareholders performing transactions must report to the SSC, SE (for listed organizations) and public companies on the transaction results under the Annex VII promulgated together with this Circular. If the transaction cannot be performed or cannot completely perform the registered volume, the founding shareholders must report the reasons to the SSC, SE (for public companies being listed organizations) and public companies within three (03) working days after the ending day of the scheduled transaction time limits.
Article 28. Disclosure of information about the transactions of internal shareholders and internal investors of closed public fund, persons authorized to make information disclosure and relevant persons.
1. Internal shareholders and internal investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects upon planning to perform transactions of stocks, call option of stocks from listed organizations or fund certificates, call option of fund certificates from closed public funds, including the cases of transferring without transaction system at the SE (giving or being given, offering or being offered, inherited, making or receiving transfers of stocks/fund certificates/call option of additional stocks/fund certificates…) must report to the SSC, SE and listed organizations, fund management companies at least three (03) working days before the date of performing the transaction. The time limit for transactions is thirty (30) days as from the date of registering the transaction. The first transaction shall only be performed after twenty four (24) hours after having the disclosure of information from the SE. The report contents shall be made under the Annex VIII and Annex IX promulgated together with this Circular.
2. Within three (03) working days as from the finishing day of the registered transaction, the transaction performer must report to the SSC, SE and listed organizations, fund management companies on the results of the stock/fund certificate/call option of stocks/fund certificates transactions under Annex X and Annex XI promulgated together with this Circular.
3. In case the transaction cannot be performed or completely performed the registered volume, within three (03) days after the ending day of the scheduled transaction time limit, internal shareholders and internal investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects must report to the SSC and SE on the reasons for not performing the transaction.
4. Internal shareholders and investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects must perform transactions consistently with the transaction time registered with the SSC, SE and shall not be allowed to register for the purchase and sale of stock/call option of stocks from listed organizations or fund certificates/call option of fund certificates of closed public funds simultaneously and shall only be allowed to continue registering for the next transactions after reporting the end of the previous transactions.
5. Internal shareholders being major shareholders must fulfill the obligation to make information disclosure similarly to that of internal shareholders.
Article 29. Disclosure of information about public purchase offer
Organizations and individuals offering public purchase and public companies being offered with the public purchase must make information disclosure as prescribed in the Law on Securities and its guiding documents.
Article 30. Disclosure of information about fund stock transactions
Fund stock transactions must be disclosed as prescribed by the Law on Securities and its guiding documents.
Tìm kiếm
Thông tư 52/2012/TT-BTC (Bản Word)