Luat Viet

Advocates & Solicitors

“I don't need lawyers who win at all costs, I really need them to win, but calculate the costs.”

SUBCRIBE NEWSLETTER

Search

question and answer

Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member?
Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws?
Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife?

Hit counter

Users online

Page loadtime

LEGAL NEWS

Disclosure of information on the Securities Market

On 15 Jan 2010, the Ministry of Finance issued Circular 09/2010/TT-BTC on disclosure of information on Securities Market (Circular 09). This Circular shall take affect on 1 March 2010 and replace Circular 38/2007/TT-BTC (Circular 38).

1. Applicable entities

Applicable entities comprise public companies, issuing organizations making a public offer of bonds, listing organizations, securities companies, fund management companies, securities investment companies, the Stock Exchange (SE), and affiliated persons of these objects.

The disclosure of information must be executed by the legal representative of the company or the authorized person (however, the legal representative shall be responsible for the contents of disclosed information).

2. Periodical disclosure of information

Annual financial statements have to be disclosed in a specified time with the content as provided by the law. The enterprises have to disclose not only the annual financial statements of the parent company but also the unified annual financial statements in case the enterprise is the parent company of other organization.

3. Extraordinary disclosures of information

Circular 09 prescribed the disclosed events for each applicable entities. In general, the following events have to be disclosed:

- Temporary suspension of business, revocation of its business registration certificate, or licence for establishment and operation, or operating licence.

- Adoption of the resolutions by the Shareholders’ General Meeting in accordance with Article 104 of the Enterprise Law.

- There is a decision to bring legal proceedings against management member(s).

4. Disclosures of information on request

When receiving the request of State Securitites Commission of Vietnam relating to the fact that the enterprises badly affect either the interests of the investor or the securities’ price, the enterprises shall disclose and confirm the degree of accuracy of that information.

5. Other disclosures of information

For the transaction of major shareholders, internal shareholders, transaction of founding shareholders during the time of limited transfer or public offer of share, the enterprises shall disclose the information relating to the transaction.

The obligations of disclosure relating to the last registration day (for listed organizations and public funds) and transaction of related persons should be noted in Circular 09.

Besides that, for each applicable entities, Circular 09 also provided the regulations which are more specified and particular.