In Vietnam, is it permissible to hide information about securities transactions?

In Vietnam, is it permissible to hide information about securities transactions?

Pursuant to Clause 1, Article 33 of the Circular 96/2020/TT-BTC stipulating information disclosure by internal actors and their affiliated persons as follows: 

1. Internal actors of public companies, public securities investment companies, public funds (hereinafter referred to as “internal actors”) and affiliated persons of these internal actors (hereinafter referred to as “affiliated persons”) shall disclose information and submit reports to SSC and SE (regarding listed/registered shares, listed public fund certificates), public companies and securities investment fund management companies before and after their transactions in case the estimated value of transactions conducted during a day is at least VND 50 million or the estimated value of transactions conducted during a month determined according to the face value (of shares, convertible bonds or fund certificates) or the latest offering prices (of covered warrants) or the transfer price (of rights to buy shares or convertible bonds or fund certificates), including the case where a transfer is made not through the trading system of the SE (such as donation, inheritance or transfer of securities and other cases) is at least VND 200 million. To be specific:

a) At least 03 working days before the estimated transaction date, internal actors and their affiliated persons shall disclose information about their expected transactions according to the form in Appendix XIII or Appendix XIV enclosed herewith;

b) A transaction must be conducted within 30 days from the registration date. Internal actors and affiliated persons shall conduct transactions according to the time limit, volume and value disclosed by SE and conduct the first transaction on the transaction date following the date of information disclosed by SE;

c) In case of purchase in offerings of shares or fund certificates or tender offer, the disclosing entities prescribed in this Article shall be exempt from the obligation in Point b of this Clause and comply with regulations on offering, issuance and tender offer;

d) Internal actors and affiliated persons are not allowed to register or perform the purchase and sale of shares, rights to buy shares, convertible bonds, rights to buy convertible bonds, fund certificates, rights to buy fund certificates or covered warrants within the same registration/trading period, and shall only register or perform the next transaction after submitting reports on the previous transaction. Except fund management companies, branches of foreign fund management companies in Vietnam that are affiliated persons of internal actors shall register or perform the purchase and sale of securities for ETFs or making investment as designated by trustors provided that each trustor shall not register or perform the purchase and sale transactions within the same registration period;

dd) Within 05 working days from the transaction completion date (if the transaction is completed before the registered deadline) or from the end of the estimated transaction time limit, internal actors and their affiliated persons shall disclose information about trading results, made according to the form in Appendix XV or Appendix XVI enclosed herewith, and provide explanation about failure to conduct transaction or to trade in the entire trading volume as registered;

e) Internal actors and affiliated persons that are the disclosing entities prescribed in this Clause and also the disclosing entities prescribed in Article 31 of this Circular shall only disclose information as internal actors and affiliated persons.

As regulations above, internal actors of public companies, public securities investment companies, public funds and affiliated persons of these internal actors shall disclose information and submit reports to SSC. SE, public companies, and securities investment fund management companies before and after their transactions.

What are the fines for failing to submit reports on planned transactions in Vietnam?

Pursuant to Clause 5, Article 33 of the Decree 156/2020/ND-CP (amended by Clause 27, Article 1 of the the Decree 128/2021/ND-CP) stipulating as follows: 

5. Failing to submit reports on planned transactions shall be fined according to the value of actually traded securities calculated at their face value (for shares, convertible bonds and fund certificates) or latest issuance price (for covered warrants) or transfer price (for rights to buy shares or convertible bonds or fund certificates). To be specific:

a) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the value of traded securities is from VND 50.000.000 to under VND 200.000.000;

b) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed if the value of traded securities is from VND 200.000.000 to under VND 400.000.000;

c) A fine ranging from VND 20.000.000 to VND 40.000.000 shall be imposed if the value of traded securities is from VND 400.000.000 to under VND 600.000.000;

d) A fine ranging from VND 40.000.000 to VND 60.000.000 shall be imposed if the value of traded securities is from VND 600.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 60.000.000 to VND 100.000.000 shall be imposed if the value of traded securities is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed if the value of traded securities is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 150.000.000 to VND 250.000.000 shall be imposed if the value of traded securities is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine ranging from 3% to 5% of the value of actually traded securities shall be imposed if the value of traded securities is VND 10.000.000.000 or more. If the fine calculated according to this Point is higher than the maximum fine specified in Point b Clause 3 Article 5 of this Decree, the later shall be imposed.

As regulations above, failing to submit reports on planned transactions shall be fined from VND 5.000.000 to VND 500.000.000.

Best regards!