Circular 130/2012/tt-Btc: Guidelines For The Acquisition Of Shares, Sale Of Stock Funds And In Some Cases Release More Shares Of The Public Company

Original Language Title: Thông tư 130/2012/TT-BTC: Hướng dẫn việc mua lại cổ phiếu, bán cổ phiếu quỹ và một số trường hợp phát hành thêm cổ phiếu của công ty đại chúng

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CIRCULAR guide the acquisition of stock, sell stock funds and in some cases release more shares of the public company securities pursuant to the law No. 70/2006/QH11 on June 29, 2006;
Pursuant to the law amending and supplementing some articles of the law No. 62/2010 securities/QH12 November 24, 2010;
Pursuant to the law of business 60/2005/QH11 on November 29, 2005;
Pursuant to Decree No. 118/2008/ND-CP on November 27, 2008 of the Government functions, tasks, powers and organizational structure of the Ministry of finance;
Pursuant to Decree 102/2010/ND-CP on January 1st, 2011 by Government instructions detailing the implementation of a number of articles in business law;
Pursuant to Decree No. 58/2012/ND-CP on July 20, 2012 of the Government detailing and guiding the implementation of some articles of the law on securities and the law amending and supplementing a number of articles of the law on securities;
Proposal of the Chairman of the State Securities Commission, the Minister of Finance issued a circular guiding the buy back stock, sell stock funds and in some cases release more shares of the public company, Chapter 1.
GENERAL PROVISIONS article 1. Scope and subject to this circular guides the company to buy back stock, sell stock funds, issuing stock to pay dividends, share issuance to raise capital from its stock equity, stock option program for employees in the company of the company.
Article 2. The principle of buying back shares, sell the shares and issued more shares of the public company 1. The information in the document to report the acquisition of shares, sale of shares, issuing stock to pay dividends, share issuance to raise capital from its stock equity, stock option program for employees in the company of a public company must exactly honestly, not misleading and are full of the content can affect the decisions of investors.
2. Public company buy back shares, sell the fund shares, stocks to pay dividends, share issuance to raise capital from its stock equity, stock option program for employees of the company are responsible for the accuracy, truthfulness and completeness of the report.
3. Public Company only made the acquisition of shares, sale of shares, issuing stock to pay dividends, share issuance to raise capital from its stock equity, stock option program for employees in the company when the meet to qualify under the provisions of the law.
Chapter 2.
BUYING BACK stock, SELL STOCK FUNDS section 1. BUYING BACK STOCK Thing 3. Conditions for acquisition of the shares of The company to buy back stock was released to do stock funds must meet the following conditions: 1. The conditions specified in paragraph 1 Article 37 of Decree 58/2012/ND-CP on July 20, 2012 of the Government detailing and guiding the implementation of some articles of the law on securities and the law amended supplementing a number of articles of the law on securities.
2. Have enough capital to buy back stock is based on the financial statements of the period were audited. The case of the company's parent company, the company must ensure sufficient capital in the ownership and use of the parent company on consolidated financial statements be audited.
Article 4. The case was not bought stocks 1. The company made the acquisition of shares in cases stipulated in clause 1 Article 38 of Decree 58/2012/ND-CP on July 20, 2012 of the Government detailing and guiding the implementation of some articles of the law on securities and the law on amendments and supplements to some articles of the law on securities.
2. Except where the acquisition is made in proportion to the ownership of each stockholder or circumstances the company made a public bid for shares already issued, the company is not buying the stock of the following objects to do stock funds: a) the management of the company and the person concerned according to the provisions of the securities laws;
b) who own the shares have limited transferability as defined by law and the company Charter;
c) major shareholders as defined in the Securities Law.
Specified in point a and Point c of Paragraph 2 of this Article shall not apply to cases of public company stock listing/registration of transactions on the stock buy back shares according to the matching method.
3. The company is not buying back shares for other cases prescribed by law.
Article 5. The report documents acquisition of shares 1. Report on the acquisition of the shares was established according to annex No 1 of this circular.
2. The decision of the General Assembly of shareholders for the acquisition on ten percent (10%) of the total number of common shares or on the ten percent (10%) of the total dividend preference shares issued or decision of the Board through for acquisition not exceed ten percent (10%) in each of the twelve (12) months the total number of shares or do not exceed ten percent (10%) in each of the twelve (12) months total dividend preference shares were issued.
3. Documents confirming the appointment of the company's transactions in securities.
4. The decision of the Board approved to buy back shares.
5. Financial reporting period were audited.
Article 6. The report and information disclosure of stock acquisition 1. The company bought back shares to send the document to the report referred to in article 5 of this circular for the State Securities Commission.
2. where the report document the acquisition of shares is not sufficient and valid, the State Securities Committee comments on the reporting documents within seven (7) working days from the date of the report document.
3. within seven (7) working days from the date of the State Securities Commission informed the get full report document the acquisition of shares, the company must publish information on the mass media according to annex No. 2 of this circular. The acquisition of the shares was made at least seven (7) working days from the date of public disclosure of information.
4. within ten (10) working days from the date of conclusion of the transaction to buy back shares, the company must submit a report transaction results for State Securities Commission and publish information to the public according to the model in annex No. 5 of this circular. In case of a public company does not carry out the number of expected stock acquisitions, public company reporting and disclosure of reasons not completed.
5. Public Company stock listing/registration of transactions on the stock exchange when buying back stocks to make disclosure of information on the means of information disclosure of stock trading. The content and time of disclosure of information as specified in paragraph 3 and paragraph 4 of this Article.
Article 7. Make buying back shares at 1. The company has a stock listing/registration of transactions on the stock exchange when making acquisitions of shares must comply with the regulations on transactions of securities trading.
2. Public Company not yet listed/registered trade on the stock exchange when buying back shares only through securities companies.
3. Public company must end the acquisition of stock by the time stated in the published information but must not exceed thirty (30) days from the date of initiation of the transaction including the case changes the transaction as specified in article 8 of this circular.
Article 8. Change the redemption of shares 1. The company does not change the intent or plans to buy back shares as previously reported and the disclosure of information to the public, cases of force majeure (natural disasters, fire, war, and the other cases are State Securities Commission approval) must be reported to the State Securities Commission.
2. The company must report to the State Securities Commission, and announced the decision to change the information on the mass media within twenty-four (24) hours from when the decision to change the stock acquisition by Annex No. 3 of this circular.
3. State Securities Committee opinion on changing the acquisition of shares within a period of three (3) working days from the receipt of the report changed.
4. Public company just changed the stock after acquisition of the opinion approved by the State Securities Commission. Public notice of changes to the buy back shares on the mass media at the same time send to the State Securities Commission within twenty-four (24) hours since the State Securities Commission approved changes to the acquisition of shares according to the annex No. 4 of this circular.
5. Public Company stock listing/registration of transactions on the stock exchange, when changing the acquisition of stock to make disclosure of information on the means of information disclosure of stock trading. The content and time of disclosure as prescribed in paragraph 2 and paragraph 4 of this Article.
Article 9. Management and accounting of stock fund 1. Fund shares are not entitled to the rights arising from the issuance of stock to pay dividends, releasing equity increase from equity sources.
2. The management and accounting of stock fund made according to accounting principles.
Article 10. The responsibility of the company stock and stock exchange 1. The securities firm was appointed as agents make buying back stock has the following responsibilities: a) guide the company made the acquisition of shares in accordance with the current rules and schemes have been announced;
b) ensure the company has enough money in the account to make the transaction volume has reporting and disclosure of information to the public;
c) do not use non-public information to the public regarding the acquisition of the shares of the public company to buy and sell securities of the company or disclose information relating to third parties.
2. in case of public company stock listing/registration transactions, securities trading center has the following responsibilities:

a) oversee public company made the disclosure before and after buying back shares in accordance with the current rules;
b) supervises the company specified securities made buying back stocks in accordance with the current rules.
Section 2. SELLING STOCK FUNDS article 11. Conditions of the sale shares 1. Companies selling stock funds must comply with the conditions specified in article 39 of Decree 58/2012/ND-CP on July 20, 2012 of the Government detailing and guiding the implementation of some articles of the law on securities and the law on amendments and supplements to some articles of the law on securities.
2. use of stock funds to give existing shareholders, rewards for workers must be the General Assembly of shareholders and the company must ensure there are sufficient sources for the application from the source base of equity financial reports audited closest from the following sources : a capital surplus);
b) Development Fund;
c) profit after tax not yet distributed;
d) other Funds (if any) are used to supplement the Charter capital in accordance with the law.
The case of the company's parent company, the company must ensure sufficient resources are owned and used by the parent company on consolidated financial statements be audited.
Article 12. The report documents the sale shares 1. Report on the sale of fund shares was established according to annex No 1 of this circular.
2. The decision of the general shareholders meeting or the Board through the sale of stock funds.
3. Documents confirming the appointment of the company's transactions in securities.
4. financial report States were audited.
Article 13. Reporting and disclosure of information 1. The company sells shares to send the document to the report referred to in article 12 of this circular for the State Securities Commission.
2. where the documents report the sale of shares is not sufficient and valid, the State Securities Committee comments on the reporting documents within seven (7) working days from the date of the report document.
3. within seven (7) working days from the date of the State Securities Committee informed about getting fully documented report the sale of shares, the company must publish information on the mass media according to annex No. 2 of this circular. The sale of the shares was made at least seven (7) working days from the date of public disclosure of information.
4. within ten (10) working days from the date of conclusion of the transaction of selling stock funds, the company must submit a report transaction results for State Securities Commission and publish information to the public according to the model in annex No. 5 of this circular. In case of a public company does not carry out the number of the stock sale, expected public company reporting and disclosure of reasons not completed.
5. Public Company stock listing/registration of transactions on the stock exchange by selling shares to make disclosure of information on the means of information disclosure of stock trading. The content and time of disclosure of information as specified in paragraph 3 and paragraph 4 of this Article.
Article 14. Perform transactions 1. The company has a stock listing/registration of transactions on the stock exchange when done selling stock funds must comply with the regulations on transactions of securities trading.
2. Public Company unlisted/sign on the trading of securities when selling stock funds only through securities companies.
3. Public company must end the sale of shares by the time stated in the published information but must not exceed thirty (30) days from the date of initiation of the transaction including the case change the selling of shares as stipulated in article 15 of this circular.
Article 15. Changes to the selling of shares 1. The company does not change the intent or scheme to sell shares as previously reported and the disclosure of information to the public, cases of force majeure (natural disasters, fire, war, and the other cases are State Securities Commission approval) must be reported to the State Securities Commission.
2. The company must report to the State Securities Commission, and announced the decision to change the information on the mass media within twenty-four (24) hours from when the decision to change the selling of stock funds according to Appendix No. 3 of this circular.
3. State Securities Committee comments on changes to the sale of shares within a period of three (3) working days from the receipt of the report changed.
4. Public company just made changes to the selling of shares after the opinion approved by the State Securities Commission. Public notice of the change on mass media at the same time send to the State Securities Commission within twenty-four (24) hours from when the State Securities Commission is approved according to annex No. 4 of this circular.
5. Public Company stock listing/registration of transactions on the stock exchange, when changing the selling of shares to make disclosure of information on the means of information disclosure of stock trading. The content and time of disclosure as prescribed in paragraph 2 and paragraph 4 of this Article.
Article 16. The responsibility of the company stock and stock exchange 1. The securities firm was appointed agents perform the transaction of selling stock funds have the following responsibilities: a) guide the company made the sale of shares in accordance with the current rules and schemes have been announced;
b) ensure the company has enough stock on your trading account to make the transaction volume has reporting and disclosure of information to the public;
c) do not use non-public information to the public regarding the sale of the shares of the public company to buy and sell securities of the company or disclose information relating to third parties.
2. in case of public company stock listing/registration transactions, securities trading center has the following responsibilities: a) supervise the company made the disclosure before and after making the transaction of selling stock funds in accordance with the current rules;
b) monitoring stock company specified execution sale of shares in accordance with the current rules.
Chapter 3.
SOME CASES RELEASE MORE SHARES of the PUBLIC COMPANY category 1. ISSUING STOCK to PAY DIVIDENDS article 17. Conditions of issuing stock to pay dividends The company issued stock to pay dividends to existing shareholders to increase the capital stock must meet the following conditions: 1. The decision of the general shareholders meeting approved issuing stock to pay dividends.
2. Have enough sources to make from profit distribution is not yet certified by the auditor. Case of public company is the parent company stock to pay dividends, profit after tax source distribution is not based on the source of profits after tax not yet distributed in the right use of the parent company on consolidated financial statements be audited.
Article 18. The report documents issued stock to pay dividends 1. The report issued stock to pay dividends according to the Appendix of 12 of this circular.
2. The decision of the general shareholders meeting approved the release.
3. financial report States were audited.
4. Process of shares (if any) are the shareholders General Assembly or the Board through.
Article 19. Report the release and disclosure of information 1. The issuer must submit the documents referred to in Article 18 of this circular for the State Securities Commission.
2. Case report documents the release is not complete and valid, the State Securities Committee comments on the document report released stock to pay dividends within a period of seven (7) working days from the date of the report document.
3. within seven (7) working days from the date of the State Securities Committee informed about getting fully documented report released stock to pay dividends, the issuer must publish information about the release on the mass media for at least seven (7) days before the expected time of implementation of the release according to Appendix No. 7 of This circular. The time scheduled for release are not too forty-five (45) days from the date the State Securities Commission informed the get full report document.
4. within ten (10) working days from the date of completion of the issuance of stock to pay dividends, the issuer must submit the report results released to the State Securities Commission and publish information to the public according to the model in annex 8 number of this circular.
5. Public Company stock listing/registration transactions must proceed to register listed additional transactions with securities trading for the number of shares issued to pay dividends in the company within a period of fifteen (15) days from the date of completion of the release.
Article 20. Stock handling travellers 1. Retail shares as part of capital of less than one (1) share. In the process of issuing stock to pay dividends if the shares, the company must have a process to ensure maximum benefits and fairness between the shareholders. Process retail stock must be the General Assembly of shareholders or the Board through.
2. The company has the right to buy back shares travelers do stock funds. Number of shares arising from the disposal of shares of odd was the company recorded, processed according to the provisions of this circular and the relevant regulations.
Section 2. SHARE ISSUANCE to RAISE CAPITAL FROM ITS STOCK EQUITY article 21. Conditions of share issuance to raise capital from its stock equity public company share issuance to raise capital from the equity owner must meet the following conditions: 1. The decision of the general shareholders meeting approved the release of stocks to raise equity from equity sources.
2. There is sufficient capital base, financial statements audited closest from the following sources: a) capital surplus;
b) Development Fund;
c) profit after tax not yet distributed;

d) other Funds (if any) are used to supplement the Charter capital in accordance with the law.
Case of public company is the parent company share issuance to raise capital from equity sources, source use to increase the equity capital is owned and used by the parent company on consolidated financial statements be audited.
3. The total value of the sources mentioned in paragraph 2 of this Article must guarantee not lower total equity value added under the scheme are the General Assembly of shareholders.
Article 22. The report documents released to increase equity holdings from its equity 1. Report released to increase equity shares from equity source under Annex number 6 of this circular.
2. The decision of the general shareholders meeting approved the release.
3. financial report States were audited.
4. Process of shares (if any) are the shareholders General Assembly or the Board through.
Article 23. Report the release and disclosure of information 1. The issuer must submit the documents referred to in Article 22 of this circular for the State Securities Commission.
2. In the case of documents reporting the release of stocks to raise capital from its stock equity is not complete and valid, the State Securities Committee comments on the reporting documents within seven (7) working days from the date of the report document.
3. within seven (7) working days from the date of the State Securities Committee informed about getting fully documented report released to increase equity shares from capital owners, issuers must publish information about the release on the mass media for at least seven (7) working days before the scheduled execution time released under Addendum No. 7 of this circular. The time scheduled for release are not too forty-five (45) days from the date the State Securities Committee has informed the get full report document.
4. within ten (10) working days from the date of the completion of the share issuance to raise capital from the equity owner, the issuer must submit the report results released to the State Securities Commission and publish information to the public according to the model in annex 8 number of this circular.
5. Public Company stock listing/registration of the transaction to proceed the registration/listing additional transactions with securities trading for the number of shares already issued shares to raise equity from its equity within fifteen (15) days from the date of completion of the release.
Article 24. Handle the odd shares the principles of handling the odd stock comply with the provisions of article 20 of this circular.
Category 3. STOCK OPTION PROGRAM for WORKERS article 25. Release conditions the stock option program for employees in the company public company stock option program for employees of the company must ensure the following conditions: 1. program selection and stock plan was the General Assembly of shareholders.
2. Total number of stocks issued by the program in each of the twelve (12) months shall not exceed five percent (5%) of the shares of the company.
3. The Board must publish clear standards and a list of employees that are involved, the principle of determining the selling price, the principle to determine the number of shares to be distributed to each object and duration.
4. in case the company issued bonus shares to employees, in addition to the conditions specified in paragraph 1, item 2, paragraph 3 of this article, the company must have sufficient capital bases of financial reports audited closest from the following sources: a) capital surplus;
b) Development Fund;
c) profit after tax not yet distributed;
d) other Funds (if any) are used to supplement the Charter capital in accordance with the law.
Case of public company stock is the parent company, the company must ensure there are sufficient sources to increase the equity capital is owned and used by the parent company on consolidated financial statements be audited.
5. in case the company issuing the stock awarded to employees, the total value of the sources referred to in paragraph 4 of this Article to ensure no lower than the total value of equity increase under the plan are the General Assembly of shareholders.
Article 26. The report documents issued under the stock option program for employees in the company 1. The report issued under the stock option program for employees in the company are established according to Annex number 9 of this circular.
2. The decision of the general shareholders meeting through the program selection and release plans for workers. People who have interests related to the release of the stock option program for employees in the company is not involved vote through resolutions of the general shareholders meeting on the release of the stock option program for employees.
3. The decision of the general shareholders meeting or Board of management through criteria and a list of employees that are involved, the principle of determining the selling price, the principle to determine the number of shares to be distributed to each object and duration.
4. financial report audited closest in case of bonus shares issued to employees in the company.
Article 27. Report the release and disclosure of information 1. The issuer must submit the documents referred to in Article 26 of this circular for the State Securities Commission.
2. Case report documents the release of stock option program for employees in the company are not adequate and valid, the State Securities Committee comments on the reporting documents within seven (7) working days from the date of the report document.
3. within seven (7) working days from the date of the State Securities Committee informed about getting fully documented report released by stock option program for employees in the company, the issuer must publish information about the release on the mass media for at least seven (7) working days before the scheduled time of food does the release according to Appendix 10 of this circular. The time scheduled for release are not too forty-five (45) days from the date the State Securities Committee has informed the get full report document.
4. within ten (10) working days from the date of completion of the issuance, the issuer must submit the report results released to the State Securities Commission and publish information to the public according to the model in annex 11 of this circular. The resulting report stock option program for employees of the company must be accompanied by a list of the number of shares bought and signed by the employee was involved in buying stocks.
5. Public Company stock listing/registration of the transaction to proceed the registration/listing additional transactions with securities trading for the number of shares under option program for employees in the company within a period of fifteen (15) days from the date of completion of the release.
Chapter 4.
IMPLEMENTATION Article 28. Implementation 1. This circular is effective from October 1, 2012 and replace the contents of acquired stock, sell stock funds and in some cases release more shares of the public company in circular No. 01/2007/TT-BTC on 13 March 2007 the Ministry of Finance shall guide the purchase , sold his stock and some cases release more shares of the company.
2. State Securities Commission, the stock exchange in the function of their duties responsibly Guide, check out the public company made this circular.
3. The organization, the staff concerned is responsible for the implementation of this circular.
4. The amendments and supplements to this circular by the Minister of finance decides to./.