Principles for disclosing information on the stock market in accordance with the law

For a public company, when there is a change in major shareholders, how many days later must the information be disclosed? What are the information disclosure principles?

1. What are the principles of information disclosure?

According to Article 4 of Circular 96/2020/TT-BTC stipulating the principles of information disclosure as follows:

– Information disclosure must be complete, accurate, and timely according to the law. Disclosure of personal information including: Citizen identification card, ID card, military ID card, valid passport, contact address, permanent address, phone number, fax number, email, securities trading account number, securities depository account number, bank account number, transaction code of foreign investors, economic organizations with foreign investment capital owning more than 50% of charter capital can only be done if that individual agrees. Note.

– Subjects disclosing information must be responsible before the law for the content of disclosed information. In case there is a change in the content of published information, the subject disclosing the information must promptly and fully disclose the content of the change and the reason for the change compared to the information previously announced.

– Subjects specified in Article 2 of this Circular when disclosing information must simultaneously report to the State Securities Commission and the Stock Exchange where the securities are listed and registered for trading on the content of the disclosed information, including fully information as prescribed. In case the disclosed information includes personal information specified in Clause 1 of this Article and the subjects disclosing information do not agree to disclose this information, 02 copies of documents must be sent to the State Securities Commission and the Stock Exchange, of which 01 copy includes full personal information and 01 copy does not include personal information so that the State Securities Commission and Stock Exchange can disclose the information.

– The organization’s information disclosure must be done by a legal representative or person authorized to disclose information. The disclosure of personal information is done by the individual themselves or authorized by another organization or individual. The disclosure of information by the person making the information disclosure is specifically stipulated in Article 6 of this Circular.

– The subjects disclosing information are responsible for preserving and storing the published information and reporting according to the provisions of this Circular as follows:

+ Periodically announced information and information about public company registration must be kept in written form (if any). and electronic data for a minimum of 10 years. This information must be stored and accessible on the electronic information page of the subject disclosing information for a minimum of 05 years;

+ Information disclosed for unusual, on-demand or other activities must be stored and accessible on the electronic information page of the subject disclosing information for a minimum of 05 years.

2. In which language to disclose information?

According to Article 5 of Circular 96/2020/TT-BTC regulating the language of information disclosure on the stock market as follows:

“Article 5. Language of information disclosure on the stock market

1. The language of information published on the stock market is Vietnamese, except in the case specified in Clause 2 of this Article.

2. The Stock Exchange and the Vietnam Securities Depository and Clearing Corporation disclose information in Vietnamese and English.”

Accordingly, the language of information published on the stock market is Vietnamese. Anh.

3. When there is a change of major shareholders, how many days later should the information be disclosed?

According to Article 31 of Circular 96/2020/TT-BTC stipulating the disclosure of information of major shareholders, groups of related people owning 5% or more of the voting shares of public companies and public securities investment companies; investors and groups of related people owning 5% or more of fund certificates of a closed fund; Group of related foreign investors owning 5% or more of the voting shares of an issuing organization or 5% or more of the fund certificates of a closed fund, specifically:

– Organizations and individuals, when becoming or no longer being major shareholders of a public company or public securities investment company, must disclose information and report on transactions to the public company, securities investment fund management company, the State Securities Commission and the Stock Exchange (for stocks listed and registered for trading) according to the form prescribed in Appendix VII issued with this Circular within 05 working days from the date of becoming or no longer being a stock. big crowd.

– Major shareholders of public companies, public securities investment companies, when there is a change in the number of shares owned over the threshold of 1% of voting shares, must disclose information and report to the public company, securities investment fund management company, State Securities Commission and Stock Exchange (for listed stocks, registered for trading) within 05 working days from the date of the above change according to the form prescribed in Appendix VIII promulgated together with this Circular.

For example: Investor A owns 5.2% of the voting shares of listed organization Then, on day T’, Mr. A placed another buy order, increasing his ownership of stock X from 5.7% to 6.1%. The transaction on day T’ caused Mr. A’s ownership ratio of stock

– The starting and ending time of becoming a major shareholder or the time of changing the stock ownership ratio over the 1% thresholds mentioned in Clauses 1 and 2 of this Article are calculated from the date of completion of the securities transaction according to the provisions of Clause 12, Article 3 of this Circular.

– The provisions in Clauses 1, 2 and 3 of this Article also apply to groups of related people who own 5% or more of the voting shares of public companies and public securities investment companies; investors and groups of related people owning 5% or more of fund certificates of a closed fund; Group of related foreign investors owns 5% or more of the voting shares of an issuing organization or 5% or more of the fund certificates of a closed fund. A group of related foreign investors owning 5% or more of the voting shares of an issuing organization or 5% or more of the fund certificates of a closed fund shall disclose information according to the form prescribed in Appendix IX and Appendix X issued with this Circular based on the total number of shares and closed fund certificates held by that group of foreign investors.

– The provisions of Clauses 1, 2, 3 and 4 of this Article do not apply to entities that do not actively conduct transactions in the event of a change in the holding ratio of voting shares arising from a public company repurchasing its own shares or a public company issuing additional shares.

– Public companies and securities investment fund management companies must make announcements on the company’s electronic information page within 03 working days after receiving reports related to changes in the ownership ratio of shares and fund certificates of the subjects specified in this Article.

According to the above regulations, when there are changes, organizations, individuals, and major shareholders must report changes to public companies, securities investment fund management companies, the State Securities Commission and the Stock Exchange (for listed stocks, registered for trading) within 05 working days.

After receiving the change report, the public company or securities investment fund management company must announce it on the company’s website within 03 working days of receiving the report on this matter.