Instruction on information disclosure of trading of Insiders and Related persons
A. LEGAL PROVISIONS
I. Definitions of Internal Actors (or Insiders) and Relevant Persons (or Related persons)
According to Clause 45 and 46, Article 4 of the Securities Law No. 54/2019/QH14, internal actors (or insiders) and relevant persons (or related persons) are defined as follows:
1. Internal actors (IA):are persons holding important positions in the management of an enterprise, public fund or public investment company. To be specific:
a) Internal actors of an enterprise include the President of the Board of Directors or the Chairperson of the Board of members or the company president or 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;
b) Internal actors of a public fund or public investment company 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, or internal actors of the securities investment fund management company (hereinafter referred to as “fund management company.
2. Relevant persons (RP) are:
a) An enterprise and its internal actors; a public fund or public securities investment company and its internal actors;
b) An enterprise and an organization, individuals owning more than 10% of the voting shares or contributed capital of its enterprise;
c) 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;
d) 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;
dd)A fund management company and the securities investment funds or investment companies under its management;
e) An organization or individual that is the representative of another organization or individual in a contract;
g) Other organizations and individuals that are relevant persons as defined by the Law on Enterprises.
II. Regulations on information disclosure of Internal actors and Relevant persons
According to Article 33 of the Circular No. 96/2020/TT-BTC guiding the information disclosure on the securities market, securities investors who are internal actors and relevant persons of internal actors of public companies have the obligation to disclose information as follows:
1. 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 State Securities Commission and Stock Exchanges (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 Stock Exchanges (such as donation, inheritance or transfer of securities and other cases) is at least VND 200 million. To be specific:
a) At least 03 working days before the estimated transaction date, internal actors and their affiliated persons shall disclose information about their expected transactions according to the form in Appendix XIII or Appendix XIV enclosed herewith;
b) 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 Stock Exchanges and conduct the first transaction on the transaction date following the date of information disclosed by Stock Exchanges;
c) In case of purchase in offerings of shares or fund certificates or tender offer, the disclosing entities prescribed in this Article shall be exempt from the obligation in Point b of this Clause and comply with regulations on offering, issuance and tender offer;
d) 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;
dd) 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 affiliated persons shall disclose information about trading results, made according to the form in Appendix XV or Appendix XVI enclosed herewith, and provide explanation about failure to conduct transaction or to trade in the entire trading volume as registered.
2. The regulations in Points a, b and d Clause 1 of this Article shall not apply to securities companies that make forced selling of shares of their clients that are internal actors of public companies, public securities investment companies, public funds or their affiliated persons.
3. After registration of transaction, if registered entities are no longer internal actors of public companies, public securities investment companies, public funds or their affiliated persons, they shall still report and disclose information as prescribed in Clause 1 of this Article.
III. Form of information disclosure
B. SUPPORT FOR TRANSACTION OF INTERNAL ACTORS AND RELEVANT PERSONS
- Customer provides FPTS a transaction disclosure with full information about your account trading number at FPTS so that FPTS can update your orders accordingly to the content of the information disclosure.
- FPTS’s transaction system will warn you if you are internal actors or relevant persons according to instructions here.