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MEKONG COUNSEL

Circular guiding disclosure of information on securities market

On April 5th, 2012, Ministry of Finance issued Circular No. 52/2012/TT-BTC guiding disclosure of information on securities market. Accordingly, public companies, issuing organizations (except for cases where bonds are issued and sponsored by the Government), securities companies, fund managment companies, Stock Exchanges (SE), Securities Depository Center (SDC) and affiliated persons shall be subject to disclosure of infomation. In which, disclosure of information of public companies, large-scale public companies (“public companies”) shall be regulated as follows:

 

- Disclosure of information must be made by the legal representative or an authorized person of the company. The legal representative of the company shall be responsible for the accuracy, promptitude, and completeness of information disclosed by the authorized person.

 

- Disclosure of information and report to the State Securities Commission (SSC) must be made at the same time.

 

- Information must be disclosed on the company’s electronic information site (website) and information disclosure media of the SSC, SE (in case of an organization which is listed or registered for trading) and archived for at least 10 years at the company’s head office in order to enable investors to refer to such items.

 

- Information subject to periodical disclosure shall include: annual financial statements (semi-annual financial statements which have been examined by an approved auditing organization, quarterly financial statements in case of a large-scale public company), annual report, company management report, general meeting of shareholders, offer for sale of securities and schedule of use of capital received from the offer tranche.

 

Time-limit for disclosure of information of annual financial statements shall not be later than 90 days from the end of the fiscal year (not later than 45 days from the end of the first six months of the year for semi-annual financial statements which have been examined, within 20 days from the end of the quarter for quarterly financial statements); annual report shall not be later than 20 days after disclosure of information of the annual financial statements which have been audited; company management report for the first six months and a year shall not be later than 30 days from the end of the reporting period; not later than 15 days prior to opening of general meeting of shareholders.

 

- Information subject to extraordinary disclosure shall include: decisions on establishment, acquisition, sale, or dissolution of a subsidiary company; investment or termination of investment in a joint-venture or an affiliated company; When an account of the company at a bank is frozen, or such account is permitted to be released after having been frozen; Temporary suspension of a part or a whole of the business; Revocation of its business registration certificate or licence for establishment and operation, or operating licence; Resolution/Decision of the general meeting of shareholders/ board of management; Audit report with comments; A change in any key personnel of the company; A notice from a court accepting jurisdiction of a petition to commence enterprise bankruptcy proceedings; There is an event which seriously affects production and business activities or management of the company;...

 

Depending on each event as set forth above, public companies must disclose information within the time-limit of 24 hours or 72 hours from the occurrence of such an event.

 

- Information to be disclosed on request: There is an event which seriously affects the lawful interests of investors; or there is information relating to the public company which seriously affects the price of securities and such information requires confirmation. Disclosures of information on request must be carried out within 24 hours.

 

This Circular shall be effective from June 1st, 2012 and supersede Circular No. 09/2010/TT-BTC dated January 15th, 2010 of the Ministry of Finance on disclosure of information on securities market. Any provisions on disclosure of information in other documents issued by the Ministry of Finance which are contrary to this Circular are repealed and the regulations of this Circular shall apply.

 

Remarks: File attached.