VIETNAM ACADEMY OF SOCIAL SCIENCES
GRADUATE ACADEMY OF SOCIAL SCIENCES

DO THI THU HA

LEGISLATION ON INFORMATION PUBLICATION OF PUBLIC
COMPANIES IN THE STOCK MARKET IN VIETNAM

Major: Economic Law
Code: 9380107

SUMMARY OF THESIS PH.D IN LAW

HA NOI, 2019


THIS WORK IS COMPLETED AT
GRADUATE ACADEMY OF SOCIAL SCIENCES

SCIENCE INSTRUCTOR:
Assoc. Prof. Ph.D. Le Thi Thu Thuy

Reviewer 1 : Prof. Ph.D. Le Hong Hanh
Reviewer 2: Assoc. Prof. Ph.D. Tang Van Nghia
Reviewer 3: Assoc. Prof. Ph.D. Duong Dang Hue

The thesis is defended before the thesis appraisal board of the Academy at
the Graduate Academy of Social Sciences at:
......hours, date ......... month...... 2019.

This thesis can be found at:

market is defined as an important component in securities law.
The highest goal of information publication is to create transparency in the
stock market, create conditions for investors to make timely and correct decisions to
carry out transactions on the market. Therefore, in order to have a transparent
market for information, there needs to be a new approach to public publication of
public companies in stock market.
However, currently, related to public publication of public companies in the
stock market is a new, quite multidimensional research, both legal and economic,
researches on this new issue mainly exist in the form of articles, articles of research
works on the economic side rather than the legal aspect. Being aware of the above
issues, the I choos the content: "Law on information publication of public
companies in Vietnam stock market" as my doctoral thesis research title.

2. Researching purposes and tasks:
2.1. Researching purposes:
Research in the thesis aims to further clarify theoretical issues about
information publication of public companies on the stock market and legislation on
information publication of public companies on the stock market. Thereby forming
basic theoretical and developing scientific arguments to assess the legal status of
information publication of public companies on the stock market, since then, find
solutions as well as directions to improve legislation on information publication of
public companies on the stock market in Vietnam.
2.2. Researching tasks:

1


Firstly, this thesis collects and systemizes scientific works on information
publication of public companies on domestic and foreign the stock market;
Secondly, explain theoretical issues about information publication of public

on information publication of public companies on the centralized stock market.

4. Methodology and research methods
4.1. Methodoly:
This thesis researches information publication activities of public companies
on the stock market in an interdisciplinary law combining theoretical knowledge of
economics.

4.2. The research method:
This thesis uses traditional research methods including: analysis and synthesis
methods, system methods, comparative law methods, statistical methods.

5. The new contribuitions of the thesis:
Firstly, research results of the thesis contribute to supplement and develop
theoretical issues about information publication of public companies on the stock
market and laws on information publication of public companies on the stock
market in Vietnam, clarify scientific basis to balance interests of public companies
with investors 'benefits, ensuring market transparency and protecte investors'
legitimate interests.
Secondly, the author assesses the legal status of information publication of
public companies on the stock market in Vietnam
Thirdly, the thesis defines orientations and solutions to improve provisions of
law on public information of public companies on the stock market as well as
improve the effective application of legal regulations in practice.
6. Thesis contruction:
Include: Opening, 4 chapters, conclusions and recommendations; List of
published works of the author related to the thesis title, references and appendices.
Chapter 1

3


6


compared to information publication activities of other entities on the stock market?
What content, principles, types of information should public information of public
companies in the stock market?
- What is legislation on information publication of public companies in the
stock market? How is it characterized and structured? What factors affect this legal
relationship?
- What is current situation of legislation on public publication of public
companies in the stock market in Vietnam? What are the achievements and
shortcomings of information publication activities and legislation on public
publication of public companies in the stock market today?
- What are the orientations and solutions to improve legislation on public
publication of public companies in the stock market and enhance the efficiency of
public information publication of public companies in the market in Vietnam?
Chapter 1 conclusion
Chapter 2
THEORETICAL ISSUES ON THE INFORMATION PUBLICATION
OF THE PUBLIC COMPANY IN THE SECURITIES MARKET AND
LEGISLATION OF INFORMATION PUBLICATION OF THE PUBLIC
COMPANY IN THE SECURITIES MARKET
2.1. Theoretical issues on the information publication of the public
company in the securities market.
2.1.1. Definition, characteristics of public companies and disclosure
activities of public companies on the stock market


Definition of the public company:

public companies, I inherit previous researches and give the definition of
information publication of public companies in the stock market as follows : Public
information publication of public companies is the activity of a public company

8


providing public financial and non-financial information related to its operations so
that shareholders and the investment public can access the most easily but still must
ensure compliance with legislation.
 Characteristics of information publication activities of public company on
the stock market
Firstly, the information publication activity is regular activity of public
companies.
Secondly, information publication activities of public companies are always
carried out by authorities.
Thirdly, all kinds of information disclosed include: periodic information,
extraordinary information, required information, proactive information published.
2.2.2. Roles of public information publication of public companies in the
stock market
Firstly, public information publication in the stock market is a demand of
public companies themselves.
Secondly, public publication of public companies on the stock market is an
indispensable need for the stock market.
Thirdly, public publication of public companies on the stock market is an
legitmate need for the stock market.
Fourthly, information publication of public companies on the stock market
protects investors' assets, stimulates investors to participate in the stock market to
promote the restructuring process of investors in the direction of increasing
investors, organizations, professional investors, qualified to understand derivative

2.2.4. Principles of public publication of public companies in the stock
market
Firstly, information must be fully and accurately disclosed.

10


Secondly, information must be promptly and regularly published.
Thirdly, binding and enhancing responsibility principle for the subject to
announcement information of public companies on the stock market.
Fourthly, information publication must comply with equality and fairness
principles for objects receiving information.
2.3. Theoretical issues about legislation of public publication of public
companies in the stock market
2.3.1. The definition and legal characteristics of information publication
of public companies in the stock market
 Definition of information publication of public companies in the stock
market
From previous studies and on the basis of inheriting the research points, the
candidate gives the following concept: "Legislation governing information
publication activities of public companies on the stock market is a set of important
parts of legislation regulating information publication activities on the stock market.
It is a synthetic of legal regulations governing public publication of public
information, including legal groups and the following legal regulations: Subjects,
deadlines for public information activities of public companies public companies on
the stock market, rights and obligations of public companies in information
publication activities on the stock market, methods of public information
publication of public companies on the stock market, protecting legitimate rights
and interests of investors in the information publication activities of public
companies on the stock market and handle violations in information publication

public companies in the stock market. Including legal provisions on public
publication of public companies in the stock market should be implemented to
ensure that shareholders and the public can have fair access.

12


Fourthly, legal provisions on the protection of legitimate rights and interests of
investors in the information publication of public companies in the stock market are
general provisions of law regulating legal position of investors in accessing and
using public information of public companies in the stock market.
Fifthly, the legal regulations on handling violations in public publication of
public companies in the stock market are an important part of legislation on
information publication of public companies in the stock market, which governs
violations committed by public companies or public information publication
representatives of public companies in public information publication activities of
public companies in the stock market are contrary to the provisions of legislation on
state management in public publication of public companies in the securities market
and are subject to relevant legal responsibilities.
2.3.3. Factors affecting the law governing the disclosure of information
by public companies on the stock market
Firstly, it is international integration requirement.
Secondly, the realities of information publication of public companies on the
stock market require legislation of information publication activities of public
companies in the stock market to have regulations requiring public companies to be
more transparent, open and timely disclosed on the stock market.
Thirdly, the stock market's operating principles have a great impact on
legislation regulating public publication of public companies on the stock market.
Conclusion of Chapter 2.
Chapter 3

publication activities on the stock market
3.4.1. Rights of public companies in information publication activities on
the stock market

14


First, public companies have rights to implement information publication
when there is a need to reach potential investors through activities: advertising
information, promoting new products and services.
Second, public companies do their right to public information to reduce
agency costs.
Thirdly, public information right of public companies publicizes transactions
with related parties for benefits or related internal shareholders, major shareholders
of the company, parties with related interests. The authorities are not entitled to vote
on issues that they are a party to, restricting the provision of loans or financial
guarantees to internal shareholders and related persons, ensuring the rights of
shareholders, openly remuneration for the Board of Directors and the Board of
Management.
3.4.2. Obligations of public companies in information publication activities
on the stock market
Firstly, the public company obligates to public information on the stock
market accurately and promptly.
Secondly, the public company obligates to public information on the stock
market on time.
3.5. Information publication method of public companies in the stock
market
Currently, information publication method of public companies in the stock
market is implemented by general information publication of other information
publication subjects the market including: direct information publication and

regulations.
Secondly, Vietnam's regulations on investor protection are just in line with
adjustment of behaviors occurring in the domestic market without the compatibility

16


with international practices, but especially according to the goals and principles
recommended by IOSCO.
Thirdly, provisions of Vietnam's securities laws do not have regulations on
management of public publication of public companies in the Upcom (Unlisted
Public Company Market) and OTC markets (Over The Counter Market).
3.7. Sanctioning administrative violations of information publication of
public companies on the stock market
It can be said that the Securities Law and its guiding documents have created a
highly effective, relatively complete, synchronous, uniform and comprehensive
legal framework for securities and securities market. contract with regulations on
securities offering, listing, trading, trading, securities investment, securities and
securities market services, state management, inspection, examination and treatment
handling violations, settling disputes, complaints and denunciations related to
securities and securities market. Thereby, creating favorable conditions for Vietnam
stock market to develop healthy, stably and solidly.
Current law has provisions on handling civil offence in the securities market in
general and public information publication activities of public companies in the
securities market in particular, including rules on compensation for damage to
protect legitimate rights and interests of individuals and organizations when they are
illegally violated. In Vietnam, these provisions can be found in many legal
documents, from the principle of Constitution to the provisions of the Civil Law and
specialized legal documents. However, in reality, handling of violations of public
information of public companies on the stock market only prescribes the handling

market and public information actitivies of public companies on the stock market.
4.2. Solutions to complete legislation on the information publication of
the public compant in the securiries market in Vietnam

18


4.2.1. Regarding the subject, the deadline for information publication of
public companies in the stock market
In order to improve legislation related to the object, the time limit for
information publication of public companies on the stock market needs to legalize
the regulations on public publication of public companies on the stock market,
specially, there are specific provisions in the upcoming amended and supplemented
Law on Securities. As follows:
Firstly, about periodic information publication.
Secondly, about English information publication.
Thirdly, about required and optional information publication.
4.2.2. Regarding the rights and obligations of public company in the
information publication activity in the stock market
Specify clearly about information publication methods, subjects, content of
information publication as well as clarify clearly the information publication
responsibility of major shareholders or investors owning more than 5% of closed
fund certificates , group of related people and internal titles, related persons of
internal people of public companies or public funds ... Help businesses operate more
effectively because through information clearrness obligations , businesses need to
make efforts to build their trust to investors and customers.
4.2.3. The nformation publication method of public company in the stock
market.
Firstly, although State Securities Commission has built an information
publication system in the stock market on ids.ssc.gov.vn, it has only served one way

investors. Specifically, the proposed standardization of Information disclosure
regulations on Vietnam's stock market; supplementing the liability of information
security for major shareholders owning 5% or more of stocks and investment fund

20


certificates; groups of related people and company insiders; and regulations on CB
standard by company group based on capital size and popularity..
Secondly, it is necessary to concretize criminal responsibilities for authorized
people in information publication activities of public companies in the stock market.
Thirdly, improve principles of determining how to calculate damages to claim,
regulations on how to calculate and prove the actual damage of investors arising
from public acts Publication of false information, causal relationship between
damage and violation acts, thereby "filling" the gap of the law to ensure that
investors and related entities in the market perform rights and legitimate interests.
4.3. Other support solution groups
4.3.1. Develop a set of information transparency indicators for public
companies
In Vietnam, since the stock market officially operated in 2000 up to now, there
has not been any set of information transparency indicators applied to measure the
transparency of public companies. Therefore, Vietnam also needs to research and
establish information transparency index for public companies on the basis of
acquiring experiences of other countries. In particular, Vietnam needs to apply
Standard & Poor’s (S&P)’s criteria in building a transparency index in public
publication activities of public companies. Information application in information
publication is evaluated based on the detail of detail of the three groups of
information: the structure of equity and investor's rights (with 28 details); financial
statements and business information (with 35 details); ownership structure and
benefits of management levels (with 35 details). Detailed information is considered

Over 20 years of establishing developing the securities law system in general
and legislation on information publication of public companies in the stock market
in particular, it have been built fully and completely, improved and helped

22