1. Legal provisions
2. Definitions of Internal actors and Relevant persons

According to Clauses 45 and 46, Article 4 of Law on Securities No. 54/2019/QH14, Internal actors and Relevant Persons are regulated as follows:

1. 1. Internal actors are persons holding important positions in the management of an enterprise, public fund or public investment company. To be specific:
2. 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;
3. 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”).
4. Relevant persons are:
5. a) An enterprise and its internal actors; a public fund or public investment company and its internal actors;
6. b) An enterprise and any organization or individual that holds more than 10% of voting shares or stakes of such enterprise;
7. 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;
8. 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;
9. dd) A fund management company and the securities investment funds or investment companies under its management;
10. e) An organization or individual that is the representative of another organization or individual in a contract;
11. g) Other organizations and individuals that are relevant persons as defined by the Law on Enterprises.
12. Regulations on information disclosure of Internal actors and Relevant Persons

According to the provisions of Article 33 of Circular 96/2020/TT-BTC guiding information disclosure on the stock market, securities investors who are internal actors and relevant persons of internal actors of public companies are obliged to disclose information:

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 SSC and SE (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 SE (such as donation, inheritance or transfer of securities and other cases) is at least VND 200 million. To be specific:
2. 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;
3. 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 SE and conduct the first transaction on the transaction date following the date of information disclosed by SE;
4. 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;
5. 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;
6. 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;
7. 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.
8. 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. Information disclosure form

- Internal actors and relevant persons must disclose information on expected transactions according to the form prescribed in Appendix XIII here and Appendix XIV here of Circular 96/2020/TT-BTC.

- Internal actors and relevant persons must disclose information on transaction results according to the form prescribed in Appendix XV here or Appendix XVI here of Circular 96/2020/TT-BTC.

B. Support for transactions by Internal actors and Relevant persons

- You are required to provide FPTS with a Disclosure of Securities Trading Information including the trading account number at FPTS, so that FPTS can ensure your orders are placed in accordance with the details disclosed.

- FPTS trading system will provide alerts if you are an Internal actor or a Relevant Person to an Internal actor as guided here.

A. Legal provisions

I. Definitions of Major Shareholders

According to Clause 18, Article 4 of the Law on Securities No. 54/2019/QH14, a major shareholder is a shareholder holding 5% or more of the voting shares of an issuing organization.

II. Regulations on information disclosure of Major Shareholders

According to the provisions of Article 31 of Circular No. 96/2020/TT-BTC guiding information disclosure on the securities market, the following entities are required to disclose information; major shareholders and groups of related persons holding 5% or more of the voting shares of a public company or a public traded securities investment company; investors and groups of related persons holding 5% or more of the fund certificates of a closed-end fund; groups of related foreign investors holding 5% or more of the voting shares of an issuing organization or 5% or more of the fund certificates of a closed-end fund:

1. Organizations and individuals that become or cease to be major shareholders of a public company or a public securities investment company must disclose information and submit a transaction report to the public company, the fund management company, the State Securities Commission of Vietnam, and the Stock Exchange (for listed or registered securities), using the form set out in Appendix VII here, within five 5 working days from the date they become or cease to be a major.

2. Major shareholders of a public company or a public securities investment company whose ownership changes across each 1% threshold of voting shares must disclose information and report such change to the public company, the fund management company, the SSC, and the Stock Exchange (for listed or registered securities) within 5 working days from the date of the change, using the form prescribed in Appendix VIII here.

For example: Investor A owns 5.2% of the voting shares of listed company X. On date T, Investor A purchases additional shares, increasing the ownership ratio from 5.2% to 5.7%. Subsequently, on date T', Investor A purchases more shares, increasing the ownership ratio from 5.7% to 6.1%. As the transaction on date T' causes Investor A's ownership ratio to exceed the 6% threshold, Investor A must, within 5 working days from the completion date of the securities transaction, disclose the information and report the change in ownership ratio to Company X, the SSC, and the Stock Exchange.

3. The date on which an investor becomes or ceases to be a major shareholder, or the date on which the ownership ratio crosses each 1% threshold, shall be determined based on the completion date of the securities transaction. The completion date is determined as follows:

a) The settlement completion date for transactions executed through the Stock Exchange;

b) The settlement completion date for transactions involving the exercise of subscription rights;

c) The date on which the conversion of bonds into shares is completed, as notified by the issuing organization;

d) The effective date of the transfer of securities ownership at the Vietnam Securities Depository and Clearing Corporation (VSDC) for transactions conducted through VSDC;

e) The completion date of payment for purchased shares, as notified by the organization conducting the share auction, for transactions executed through the auction method;

f) The date on which the issuing organization confirms the effectiveness of the securities transfer for transactions conducted neither through VSDC nor through the Stock Exchange.

4. The provisions of Sections 1, 2 and 3 shall also apply to groups of related persons holding 5% or more of the voting shares of a public company or a public securities investment company; investors and groups of related persons holding 5% or more of the fund certificates of a closed-end fund; groups of related foreign investors holding 5% or more of the voting shares of an issuing organization or 5% or more of the fund certificates of a closed-end fund. Related foreign investor groups shall disclose information using the forms prescribed in Appendix IX here and Appendix X here based on the aggregate number of shares or closed-end fund certificates held by the group.

5. The provisions of Sections 1, 2, 3 and 4 shall not apply where changes in voting share ownership arise without the investor actively conducting a transaction, including cases where the public company repurchases its own shares; or the public company issues additional shares.

6. A public company or a fund management company must publish the relevant report on changes in share ownership or fund certificate ownership on its official website within three 3 working days from the date of receipt of the report submitted by the entities referred to above.

B. Support for transactions by Major Shareholders

- If you are required to provide FPTS with information disclosure of major shareholders, please contact FPTS's Securities Services Division via Hotline 1900 6446, then press 3 for support.