What are the regulations? regulations on information disclosure of public companies according to Vietnamese law

1. In periodically disclosing information, what content must public companies disclose?

According to Article 120 of the Securities Law 2019, regulations on information disclosure of public companies are as follows:

“Article 120. Information disclosure of public companies

1. Public companies must periodically disclose information about one or several of the following contents:

a) Audited annual financial statements, 06-month financial statements reviewed by an approved auditing organization, quarterly financial reports;

b) Annual reports;

c) Report on corporate governance;

d) Resolutions Annual General Meeting of Shareholders;

dd) Other information as prescribed by law.

[…]

3. Public companies must disclose information at the request of the State Securities Commission, the Vietnam Stock Exchange and its subsidiaries when one of the following events occurs:

a) An event that seriously affects the legitimate interests of investors private;

b) There is information related to the company that greatly affects the stock price and it is necessary to confirm that information.”

Accordingly, a public company must periodically disclose information about one or several of the following contents:

– Audited annual financial statements, 06-month financial statements reviewed by auditing organizations approved, quarterly financial reports;

– Annual report;

– Report on corporate governance;

– Resolution of the Annual General Meeting of Shareholders;

– Other information as prescribed by law.

2. How does a public company periodically disclose information?

According to Article 10 of Circular 96/2020/TT-BTC regulating periodic information disclosure as follows:

– Public companies must disclose annual financial statements that have been audited by an approved auditing organization according to the following principles:

+ Report Finance must include all reports, appendices, and explanations according to legal regulations on corporate accounting;

In case a public company is the parent company of another organization, the public company must publish 02 reports: its own annual financial report and the consolidated annual financial report according to the law on corporate accounting;

In case a public company is a superior accounting unit with a subordinate unit organizing its own accounting apparatus, it must publish a consolidated annual financial statement in accordance with the law on corporate accounting;

In case a public company is the parent company of another organization and is also a superior accounting unit with an affiliated accounting unit organizing its own accounting apparatus, the public company must publish 02 reports: a consolidated annual financial report and a consolidated annual financial report according to the law on corporate accounting;

+ Public companies must disclose information about the audited annual financial statements, including the audit report on those financial statements and the company’s written explanation in case the auditing organization gives an opinion other than a full acceptance of the financial statements;

+ Time limit for publishing annual financial statements

Public companies must publish audited annual financial statements within 10 days from the date the auditing organization signs the audit report but not exceeding 90 days from the end of the fiscal year.

– Public companies must prepare an annual report according to the form specified in Appendix IV issued with this Circular and publish this report within 20 days from the date of publication of the audited annual financial statements but not exceeding 110 days from the end of the fiscal year.

Financial information in the annual report must be consistent with the audited annual financial statements.

– Information disclosure about the Annual General Meeting of Shareholders

+ At least 21 days before the opening date of the General Meeting of Shareholders, if the Company Charter does not stipulate a longer period, the public company must announce on the company’s website and the website of the State Securities Commission, Stock Exchange (in case of listed organizations, organizations registered for trading) about the General Meeting of Shareholders, clearly stating the link to all documents of the General Meeting of Shareholders, including includes: meeting invitation notice, meeting agenda, voting slips, documents used in the meeting and draft resolutions for each issue in the meeting agenda. Meeting documents of the General Meeting of Shareholders must be updated with amendments and supplements (if any);

+ Meeting minutes and resolutions of the Annual General Meeting of Shareholders and accompanying documents in the minutes and resolutions must be published within the time limit specified in Point c, Clause 1, Article 11 of this Circular.

– Public companies must disclose information on corporate governance reports according to form specified in Appendix V issued with this Circular within 30 days from the end of the first 6 months of the year and the end of the calendar year.

3. When must a public company disclose unusual information?

According to Clause 2, Article 120 of the Securities Law 2019, the regulations on the disclosure of unusual information by public companies are as follows:

– A public company must disclose unusual information when one of the following events occurs:

+ Account of Companies at banks and foreign bank branches are blocked at the request of competent authorities or when payment service providers detect signs of fraud or violations of law related to payment accounts; Accounts are allowed to operate again after being blocked in the cases specified in this point;

+ Temporary suspension of business; change business registration content; revoke the Certificate of Business Registration; amend, supplement or suspend or revoke the Establishment and Operation License or Operation License;

+ Approve the decision of the Extraordinary General Meeting of Shareholders in accordance with the provisions of law;

+ Decision to buy back company shares; The date of exercise of the bond owner’s right to buy shares with the right to buy shares or the date of conversion of convertible bonds into shares and decisions related to the offering and issuance of securities;

+ Decision on enterprise reorganization and enterprise dissolution; the company’s strategy, medium-term development plan and annual business plan; establishment, dissolution of subsidiaries, affiliated companies, transactions leading to a company becoming or no longer a subsidiary or affiliated company; establishment and closure of branches and representative offices;

+ Decide to change the accounting period and applicable accounting policies; results of retrospective adjustments to financial statements; The opinion is not a full acceptance opinion of the auditing organization regarding the financial statements; the selection or change of audit firm;

+ Changing and appointing new internal people;

+ Decide to buy, sell assets or carry out transactions with a value greater than 15% of the company’s total assets based on the most recent audited annual financial statements or the most recent 6-month reviewed financial statements;

+ There is a decision to sanction violations of tax law, a court judgment or decision that has legal effect related to the company’s operations; Notice of the Court accepting the application to open business bankruptcy procedures;

+ There is a decision to prosecute the company and internal people of the company;

+ Approved or delisted on foreign stock exchanges;

+ Other events as prescribed by the Minister of Finance.