THE MINISTRY OF FINANCE __________ No. 96/2020/TT-BTC | THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness _________________________ Hanoi, November 16, 2020 |
CIRCULAR
Guiding the disclosure of information on the securities market
_____________________
Pursuant to the Law on Securities dated November 26, 2019;
Pursuant to the Law on Enterprises dated June 17, 2020;
Pursuant to the Government's Decree No. 87/2017/ND-CP dated July 26, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
Upon the proposal of the Chairperson of the State Securities Commission;
The Minister of Finance hereby promulgates the Circular guiding the disclosure of information on the securities market.
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Circular prescribes the disclosure of information on the Vietnamese securities market.
Article 2. Subjects of application
1. Information disclosers include:
a) Public companies;
b) Organizations issuing corporate bonds to the public;
c) Issuing organizations conducting initial public offering of stocks;
d) Organizations listing corporate bonds;
dd) Securities companies, securities investment fund management companies, and Vietnam-based branches of foreign securities companies and Vietnam-based branches of foreign fund management companies (hereinafter referred to as Vietnam-based branches of foreign securities companies or fund management companies); Vietnam-based representative offices of foreign securities companies and fund management companies; public funds, public securities investment companies;
c) The Vietnam Stock Exchange and its subsidiary companies (hereinafter referred to as the Stock Exchange), the Vietnam Securities Depository and Clearing Corporation;
g) Investors obliged to disclose information as prescribed by law.
2. Other agencies, organizations and individuals involved in the disclosure of information on the securities market.
Article 3. Interpretation of terms
In this Circular, the terms below are construed as follows:
1. 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.
2. Public fund means a closed-end fund, open-end fund, exchange-traded fund, real estate investment fund or public securities investment company.
3. Investors obliged to disclose information include:
a) Insiders of a public company, public fund or public securities investment company as prescribed in Clause 45, Article 4 of the Law on Securities and affiliated persons of these insiders;
b) Major shareholders and groups of affiliated persons that hold at least 5% of voting stocks of a public company; investors and groups of affiliated persons that hold at least 5% of fund certificates of a closed-end fund;
c) Founding shareholders of a public company or public securities investment company during the period of share transfer restriction;
d) A group of affiliated foreign investors owning at least 5% of voting stocks of an issuing organization or at least 5% of fund certificates of a closed-end fund;
dd) Shareholders and groups of affiliated persons that purchase shares to hold at least 5% of voting stocks of a public company; investors or groups of affiliated persons that purchase shares to hold at least 5% of fund certificates of a closed-end fund;
e) Organizations or individuals that make public bids for stocks of public companies, closed fund certificates of target investment funds; target companies and target fund management companies.
4. Affiliated persons mean organizations and individuals as prescribed in Clause 46, Article 4 of the Law on Securities.
5. Date of information disclosure means the date when information is disclosed through any of the information disclosure media specified in Clause 1, Article 7 of this Circular.
6. Date of reporting means the date when a facsimile is sent or e-data are sent by email, or the date when information is received on the information disclosure system of the State Securities Commission, the information disclosure media of the Stock Exchange, or the date when the State Securities Commission or Stock Exchange receives a written report, whichever comes first.
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