Luat Viet

:: Question :: In 2009, the price of listed shares of many companies increased continuously. Therefore, such companies were required to provide explanation for such increase. There are many companies used the same explaining contents for different explanation. Please kindly provide the regulations on content of the explanation on increase of price of shares?

Answer:

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 took affect on 1 March 2010 and replaced Circular 38/2007/TT-BTC (Circular 38). In respect of changes of price of listed shares (continuously increase or decrease) after March 1, 2010, it is required to comply with regulations on explanation and disclosure of information pursuant Circular 09. In respect of changes before March 1, 2010, the regulations of Circular 38 are still applied.

In details, before March 1, 2010, pursuant to Section IV of Circular 38, explanation on changes of price of listed shares of listing companies must be done within twenty four (24) hours from the time of receipt of a request from the State of Securities Committee (SSC), Ho Chi Minh Stock Exchange or Hanoi Stock Exchange (formally Hanoi Securities Trading Centre). The items disclosed must include the event which the competent authorities above requested be announced and the causes of the event, and the level at which such event has been authenticated in accordance with clause 3 of section IV of Circular 09.

As of March 1, 2010, pursuant to Article 2.1.6 Section IV Circular 09, when the ceiling price of listed shares increase or decrease during 05 continuous transaction turn that are not in accordance with general tendency of market or decrease during 10 continuous transaction turn, the listing organization must announce the cause of events affecting the changes of prices.   

In addition to that, in case that there is information relating to the listing organization that remarkable affects the prices of listed shares and it is required to define such information, the listing organization must announce respective information (Article 3 Section IV of Circular 09) and clarify the announced event, the causes of the event, and the level at which such event has been authenticated.

• » 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? (01/06/2010)
• » 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? (31/05/2010)
• » 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? (03/05/2010)
• » Question :: We are a unlisted public company which issued convertible bond (two years term) nearly two years ago. In the coming time, the company will register to list shares in the Ho Chi Minh City Stock Exchange (HOSE). In order to shorten time, will the company be able to conduct this procedure along with converting bonds to shares? (28/04/2010)
• » Question :: When shareholding companies proposes to issue more shares to increase their Charter Capital, pursuant to laws and regulations of Vietnam, which percentage between the capital proposed to be issued and the current Charter capital? Is there any limitation on the capital proposed to be increased within a year? (16/03/2010)