18 cases that the public company must disclose information within 24 hours on Vietnam’s securities market

According to Article 11 of the Circular No. 96/2020/TT-BTC of the Ministry of Finance of Vietnam, the public company shall disclose information on an ad hoc basis within 24 hours from the occurrence of one of the following events:

1. The company’s account at a bank or foreign branch bank (FBB) is frozen at the request of a competent authority or when the payment service provider suspects a fraud or illegal activities relevant to the account; the account is unfrozen;

2. The company receives a decision from a competent authority or issues a decision on suspension of part or all of its business operation; changes to the enterprise registration information; revocation of the enterprise registration certificate; revision, suspension or revocation of the license for establishment and operation or operating license;

3. Decisions of an extraordinary General Meeting of Shareholders (GMS) are ratified. Documents to be disclosed include: The resolution of the GMS, the minutes of the GMS and enclosed documents, resolution or vote counting records (if shareholders’ opinions are collected by questionnaire survey). If the GMS approves the delisting, the public company shall disclose information about such delisting and ratio of yes votes of non-majority shareholders;

4. The company’s decision to repurchase its shares or sell treasury stocks; the date of exercising the right to purchase shares of bondholders, or the date of conversion of convertible bonds into shares; decisions on overseas offering of securities and decisions relevant to the offering and issuance of securities;

5. Decisions on dividends, method and time of dividend payment; decisions on stock split and reverse stock split;

6. Decisions on the enterprise’s reorganization (full or partial division, consolidation, merger or conversion of enterprise), dissolution or bankruptcy; changes in TIN, company’s name or seal; relocation; establishment or closure of head office, branches, factories or representative offices; promulgation or revisions to the company’s charter; strategies, medium-term development plans and annual business plans of the company;

7. Decisions on change of accounting period, accounting policies (except change of accounting policies due to changes in laws); notification that the audit enterprise has signed the contract for audit of annual financial statements or change of audit enterprise (after having signed the contract); cancellation of the signed audit contract;

8. Decisions on capital contribution, purchase of stakes in a company that turns that company into a subsidiary or associate company or sale of stakes in a company that makes it is not considered as a subsidiary or associate company or dissolution of that subsidiary or associate company;

9. Decisions of the GMS or the Board of Directors on ratification of contracts/transactions between the public company and its internal actors or their affiliated persons or affiliated persons of the public company;

10. Changes in voting shares. Time limit for information disclosure is determined as follows:

- If the company issues additional shares or converts bonds or preference shares into shares, the time limit for information disclosure shall be counted from the date on which the company submits the report to the State Securities Commission of Vietnam (SSC) on issuance or conversion results in accordance with regulations of the law on issuance of securities;

- If the company repurchases its shares or sells treasury stocks, the time limit for information disclosure shall be counted from the date on which the company submits a report on transaction results in accordance with regulations.

- If the company repurchases shares from its employees in accordance with the regulations on employee share ownership or repurchases odd-lot shares at request of shareholders or the securities company purchases its shares for fixing transaction errors or repurchases odd-lot shares, it shall disclose information within 10 first days of the month based on completed transactions and update information up to the disclosure date;

11. The company changes, appoints, re-appoints or dismisses its internal actors; receives resignation letters from its internal actors (effective dates must be disclosed in accordance with the Law on enterprises and the company’s charter). The company shall also send the curriculum vitaes of its internal actors, made according to the form in Appendix III enclosed herewith, to the SSC and Stock Exchange (SE);

12. Decisions to buy or sell assets or conduct any transaction whose value exceeds 15% of total assets of the company according to the latest audited annual financial statements or latest reviewed half-year financial statements. If the public company is a parent company, the consolidated financial statements shall be used;

13. Any charge against the company or its internal actor; decision on detention or criminal prosecution against the company’s internal actor;

14. Effective court judgments or decisions on the company’s operation; decisions on imposition of penalties for tax offenses;

15. The court’s notice of receipt of the company’s bankruptcy petition;

16. Upon receipt of any event or information that may affect the company’s securities prices, the company is required to confirm or correct such event or information;

17. Occurrence of any event that considerably affects the company’s business or corporate governance;

18. Approval or cancellation of listing at a foreign stock exchange.

View more details at the Circular No. 96/2020/TT-BTC of the Ministry of Finance of Vietnam, effective from January 01, 2021.

Le Vy

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