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 :: Before the opening of one General Meeting of Shareholders (GMS) of a listed Company (Company A), an institutional shareholder (Company B) convening this meeting on its own initial issuing a template of Power of Attorney printed with its seal hanging on a corner of this template. Company B requests that the authorization for a representative to attend this GMS must be performed in accordance with this template. Please advise whether this stipulation of Company B is lawful or not? (19/05/2009)
• » Question :: Upon having been approved at principle on establishment by the State Securities Commission of Vietnam, a security company (“SC”) sold its shares to parties other than founding shareholders. After that, the SC could not be established as the founding shareholders did not continue to contribute their capital. In this case, how can we deal with those sold shares? (04/05/2009)
• » Question :: An electric construction joint stock company is a State-Owned-Enterprise converting into Joint Stock Company since October 2003, a part of its employees was entitled to buy shares paid by installments within 10 years. Currently, it has become a publicly company and on the way of listing its shares in Stock Exchange Market. Thus, it is necessary to amend its organizational and operational Charter in accordance with Decision No. 15/2007/QD-BTC dated 19 March 2007 issued by the Minister of Finance. According to the Article 8.2 of the standard form of the Company’s Charter (“Standard Charter”):“Shares that have not been paid fully yet shall not be entitled to transfer and benefit dividends”. Hence, how could this Company deal with the shares paid by installments by its employees? (04/05/2009)
• » Question :: What happen if a securities company (the “SC”) or a fund management company (the “FMC”) fails to satisfy conditions on the charter capital in accordance with Decree No. 14/2007/ND-CP (“Decree 14”) providing detailed guidelines for implementing some articles of the Law on Securities? Which sanctions can be applied to such failure? (21/04/2009)
• » Question :: I have 8000 shares of Company A with the market price of approximately 100,000,000 VND (One hundred million Vietnamese Dong). Due to my negligence, I lost my shareholder’s book. Can I have the right to request for re-issurance of the shareholder’s book or not and what are the procedures to re-issue it? (21/04/2009)