INFORMATION DISCLOSURE ON  TRANSACTIONS OF FOUNDING SHAREHOLDER

Founding shareholder and capital contributor of a securities company or securities investment fund management company are restricted from transferring shares or capital contributions within a certain period of time to ensure transparency of the securities market as well as protect interests of the investors. Founding shareholders during this transfer restriction period are subject to the information disclosure regime in accordance with the provisions of the Law on  Securities.

1.         Who are the founding shareholders?

Founding shareholder means a shareholder that holds at least an ordinary share and has his/her signature in the list of shareholders that are also founder of the joint stock company.

To be granted a license of establishment and operation in securities business, securities companies and securities investment fund management companies must have at least 02 founding shareholders who are organizations.

2.         Restriction on shares transfer of founding shareholders of securities companies and securities investment fund management companies

Founding shareholders of a securities company or securities investment fund management company are not allowed to transfer their shares or capital contribution within 03 years from the date of issuance of the license, except in the case of transfer among the founding shareholders when establishing the company.

>> INFORMATION DISCLOSURE OF MAJORITY SHAREHOLDERS https://linconlaw.vn/information-disclosure-of-majority-shareholders/

>> METHOD OF IPR PROTECTION ABROAD https://linconlaw.vn/method-of-ipr-protection-abroad/

3.         Regime for information disclosure on transaction of founding shareholders

a.         Pre-transaction report

At least 03 working days before the date of transaction, founding shareholders holding shares restricted from transfer according to regulations of Law on Enterprises must send a report on these transaction.

Transaction reports are sent to:

+          State Securities Commission;

+          Stock Exchange (for stocks listed and registered for trading);

+          Vietnam Securities Depository and Clearing Corporation;

+          Public company; and

+          Securities investment fund management company.

In case of transfer to a person who is not a founding shareholder, the person implementing the transfer must additionally send a resolution of the General Meeting of Shareholders approving the above transfer.

b.         Post-transaction report

Within 05 working days from the date of completion of the transaction (in case the transaction ends before the registration time limit) or the end of the expected transaction period, the founding shareholder must report on the results of transaction implementation and at the same time explain the reason for not being able to carry out the transaction or not being able to complete the entire registered volume (if any).

Transaction reports are sent to:

+          State Securities Commission;

+          Stock Exchange (for stocks listed and registered for trading);

+          Vietnam Securities Depository and Clearing Corporation;

+          Public company; and

+          Securities investment fund management company.

c.         Information disclosure of public companies and securities investment fund management companies

Within 03 working days after receiving the report related to the change in the share ownership ratio of founding shareholders according to regulations, the public company or securities investment fund management company must announce published on the company’s website.