According to current Law on Securities of Vietnam, internal actors of public companies, public securities investment companies, public funds and related persons of these entities must implement information disclosure prior to and after transaction or when there is a change in ownership of certain types of securities. Each violation can be fined up to 250 million VND.
1. Internal actors determination
Determined based on the Law on Securities 2019, internal actors is a general concept that refers to internal actors and their related persons.
a. Internal actors
Internal actors are persons holding important positions in the management of an enterprise, public fund or public investment company:
– For enterprises, internal actors include:
+ The President of the Board of Directors or the Chairperson of the Board of members or the company president;
+ Members of the Board of members, legal representative, general director (director), deputy general director (deputy director);
+ Financial director, chief accountant and persons holding equivalent positions elected or by the General Meeting of Shareholders or designated by Board of Directors, the Board of members or the company president;
+ The chief and members of the Board of Controllers, members of the internal audit boards;
+ Secretaries, administrators and authorized spokespersons;
– For public fund or public investment company, internal actors are:
+ Members of the representative board of the public fund or members of the Board of Directors of the public investment company;
+ Executives of the public fund or public investment company;
+ Iinternal actors of the securities investment fund management company.
b. Related persons
Related persons are individuals or organizations that have relationships with each other in the following cases:
– Enterprises and internal people of that enterprise; public funds, public securities investment companies and internal actors of such public funds or public securities investment companies;
– Enterprises, organizations and individuals owning more than 10% of the voting shares or capital contribution of that enterprise;
– Any organization or individual that directly or indirectly supervises or is directly or indirectly supervised by another organization or individual; two organizations or individuals under the management of the same entity;
– An individual and his/her biological parent, adoptive parent, father- or mother-in-law, spouse, biological child, son- or daughter-in-law, sibling, brother- or sister-in-law;
– A fund management company and the securities investment funds or investment companies under its management;
– An organization or individual that is the representative of another organization or individual in a contract;
– Other organizations and individuals that are relevant persons as defined by the Law on Enterprises.
3. Regime of information disclosure by internal actors
a. 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.
– At least 03 working days before the estimated transaction date, internal actors and their affiliated persons shall disclose information about their expected transactions;
– 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;
– In case of purchase in offerings of shares or fund certificates or tender offer, the disclosing entities prescribed shall be exempt from the obligation of information disclosure of internal actors and comply with regulations on offering, issuance and tender offer;
– 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;
– 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 related persons shall disclose information about trading results as regulated and provide explanation about failure to conduct transaction or to trade in the entire trading volume as registered;
– Internal actors and related persons are subject to obligations of report and information disclosure here and are also majority shareholders or groups of related persons/investors owning more than 5% of shares with voting rights or fund certificates according to regulations, only the information disclosure obligations applicable to internal actors and related persons must be fulfilled.
– Internal actors and related persons are subjects who are not required to report and disclose information here and are also major shareholders or groups of related persons/investors who own more than 5% of shares with voting rights or fund certificates according to regulations, must only carry out information disclosure obligations applicable to majority shareholders or groups of related people/investors owning more than 5% of voting shares or securities fund only.
b. After registration of transaction, if registered entities are no longer internal actors of public companies, public securities investment companies, public funds or their related persons, they shall still report and disclose information as prescribed by laws.
c. If securities companies are related persons of internal actors of listed organizations, registered organizations or listed public funds, when fixing transaction errors in listed or registered shares or listed fund certificates, they must submit reports to SSC, SE, listed organizations, registered organizations or securities investment fund management companies within 24 hours from the completion of the fixing of transaction error.
d. When parent companies, political organizations, socio-political organizations (trade unions, youth unions, etc.), holders of other managerial positions as prescribed in Charters of public companies or public securities investment companies conduct transactions in securities of public companies or public securities investment companies, they shall disclose information as internal actors and their related persons.
>> INFORMATION DISCLOSURE ON TRANSACTIONS OF FOUNDING SHAREHOLDER https://linconlaw.vn/information-disclosure-on-transactions-of-founding-shareholder/
>> DETERMINATION OF TRADE NAME INFRINGEMENT https://linconlaw.vn/determination-of-trade-name-infringement/
4. Information disclosure by public companies and securities investment fund management companies
Within 03 working days from the receipt of reports on securities transactions from internal actors and their affiliated persons as prescribed in section 3, public companies and securities investment fund management companies shall implement the obligations of information disclosure.
Implementation method: on their websites.
- Law on Securities 2019;
- Circular 96/2020/TT-BTC guiding information disclosure on the securities market issued by the Ministry of Finance on November 16th, 2020;
- Decree 128/2021/ND-CP amending Decree 156/2020/ND-CP regulating penalties for administrative violations in the field of securities and securities market issued on December 30th, 2021.
𝐋𝐈𝐍𝐂𝐎𝐍 𝐋𝐀𝐖 𝐅𝐈𝐑𝐌 – 𝐒𝐮𝐬𝐭𝐚𝐢𝐧𝐚𝐛𝐥𝐞 𝐜𝐨𝐨𝐩𝐞𝐫𝐚𝐭𝐢𝐨𝐧
- In Hanoi: 5F Golden Tower, 275 Nguyen Trai str., Thanh Xuan Trung ward, Thanh Xuan dist., Hanoi.
- In HCMC: 272 Do Phap Thuan, An Phu ward, Thu Duc city, Ho Chi Minh city.
- Website: http://linconlaw.vn/
- Email: Lawyer@linconlaw.vn
- Facebook: https://www.facebook.com/Linconlawfirmm
- Linkedln: linkedin.com/in/lincon-law-firm-100b96201
- Hotline: +84.987.733.358