Continuing its efforts to promote transparency, Vietnam's Ministry of Finance issued Circular No 52/2012/TT-BTC on April 5 2012, guiding the disclosure of information on the securities market (Circular 52). This came into effect from June 1 2012, replacing Circular No 09/2010/TT-BTC (Circular 09). In addition to Circular 52, the State Securities Commission (SSC) promulgated Decision No 515/QD-UBCK dated June 25 2012 enabling the disclosure of information on the SSC website (Decision 515).
Both Circular 53 and Decision 515 govern: public companies; issuing organisations (except bond issues guaranteed by the Government); securities companies; fund management companies; the stock exchanges; the Viet Nam Securities Depository Centre (SDC); and relevant persons.
A new requirement of Circular 52 is that large-scale public companies face an obligation for information disclosure. According to Circular 52, large-scale public companies are defined as companies with a charter capital of VND120 billion ($5.8 million) or more and not fewer than 300 shareholders.
Disclosure must be made by the legal representative of a company or the person authorised to disclose information. This person will be responsible for the accuracy, credibility and timeliness of the information.
Further, Circular 52 adds a number of requirements regarding corporate governance. Under Circular 52, public companies will have to submit a report every six months and disclose information about the administration of the company as well as all documentation relating to annual or ad-hoc General Meetings of Shareholders no later than 15 days prior to the opening of such meetings. This Circular also sets out provisions in respect of the disclosure of information relating to offers of securities and progress on utilisation of the proceeds gained from every-six-month offer tranches. Where there is a change in the purpose of capital use, public companies shall be obliged to provide pre-disclosed information on the reasons for change and the documents informing the Board of Management or General Meeting of Shareholders about such a change in advance.
Circular 52 amends the requirements for information disclosure by listing organisations and large-scale public companies where a decision or resolution made by the General Meeting of Shareholders or Board of Management:
- passes loan agreements and other contracts with a value of 50% or more of the total value of assets based on the audited annual financial statements of the most recent year or verified semi-annual financial statements of the most recent year; or
- passes the purchase or sale of assets with a value of more than 15% of the total value of assets based on the audited annual financial statements of the most recent year or verified semi-annual financial statements of the most recent year.
Circular 52 repeals provisions relating to the major shareholders' information disclosure requirements by no later than three days prior to the trading tranche. Major shareholders shall only be required to report within seven days from the day on which they will become or cease to be major shareholders, or where there is any change in the ownership of shares exceeding the 1% margin.
According to Decision 515, entities subject to the disclosure of information shall be responsible for submitting information in written and/or electronic form. Information in writing shall be original, duly signed and stamped in accordance with the law and submitted to the SSC by courier or by hand. Information submitted electronically shall comprise files stored in file.doc and file.xls formats, clearly stating the full names and positions of the undersigned persons, file numbers, and file dates as well as files stored in file.pdf format with signatures and stamps of the company.
Under Decision 515, before disclosing information on the SSC's electronic portal, organisations must register the following information with the SSC:
- the name and contact details of a legal representative of the company or a person authorised to disclose information;
- an email address that is specifically used for sending information to the SSC; and
- a corporate overview for building a database of companies in the SSC's electronic portal.