THE MINISTRY OF FINANCE No. 155/2015/TT-BTC | THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness Hanoi, October 6, 2015 |
CIRCULAR
Guiding the disclosure of information on the securities market[1]
Pursuant to the June 29, 2006 Law on Securities;
Pursuant to the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;
Pursuant to the November 29, 2005 Law on Enterprises;
Pursuant to the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;
Pursuant to the Government’s Decree No. 60/2015/ND-CP of June 26, 2015, amending and supplementing a number of articles of Decree No. 58/2012/ND-CP of July 20, 2012;
Pursuant to the Government’s Decree No. 42/2015/ND-CP of May 5, 2015, prescribing derivative securities and derivative securities market;
Pursuant to the Government’s Decree No. 215/2013/ND-CP of December 23, 2013, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
At the proposal of the Chairperson of the State Securities Commission;
The Minister of Finance promulgates the Circular guiding the disclosure of information on the securities market.
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation and subjects of application
1. This Circular prescribes the disclosure of information on the Vietnamese securities market.
2. Subjects of application:
a/ Public companies, bond-issuing institutions (other than those issuing government bonds, government-guaranteed bonds, and local government bonds);
b/ Securities companies, fund management companies, Vietnam-based branches of foreign fund management companies, and public funds;
c/ The stock exchanges and Vietnam Securities Depository (VSD);
d/ Investors obliged to disclose information as prescribed by law;
dd/ Other related agencies, organizations and individuals.
Article 2. Interpretation of terms
In this Circular, the terms and expressions below are construed as follows:
1. Public company means a joint stock company defined in Clause 1, Article 25 of the Securities Law.
2. Large-sized public company means a public company having a paid-up equity capital of VND 120 billion or more as stated in its latest audited annual financial statement.
3. Public fund means a closed fund, open-end fund (possibly exchange-traded fund), or public securities investment company.
4. Investors obliged to disclose information include:
a/ Investors that are internal persons of a public company or public fund and affiliated persons of these internal persons;
b/ Major shareholders and groups of affiliated persons that hold at least 5% of outstanding voting stocks of a public company; investors that hold at least 5% of certificates of a closed fund; founding shareholders of a public company or public securities investment company during the period of share transfer restriction; founding members of a public fund;
c/ Investors or groups of affiliated investors that purchase shares to become major shareholders of a public company or own at least 5% of certificates of a closed fund;
d/ Organizations or individuals that make public bids for stocks of public companies.
5. Internal persons of a public company include:
a/ Members of the Board of Directors;
b/ Members of the Supervisory Board or Internal Audit Board;
c/ Director or General Director, Deputy Directors or Deputy General Directors or equivalent managerial titles appointed by the Shareholders’ General Meeting or Board of Directors; other managers competent to sign transactions of the company on its behalf according to the company charter;
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