Circular No. 09/2010/TT-BTC dated January 15, 2010 of the Ministry of Finance on disclosure of information on the securities market

THE MINISTRY OF FINANCE

Circular No. 09/2010/TT-BTC of January 15, 2010, guiding information disclosure on the securities market

Pursuant to June 29, 2006 Law No. 70/2006/QH11 on Securities;

Pursuant to the Government’s Decree No. 118/2008/ND-CP of November 27, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

The Ministry of Finance guides information disclosure on the securities market as follows:

I. GENERAL PROVISIONS

1. Information disclosers

Information disclosers include public companies, issuing institutions making public offers of bonds, listed institutions, institutions having registered for securities trading, securities companies, fund management companies, securities investment companies, stock exchanges and concerned persons.

2. Requirements on information disclosure

2.1. Information disclosure must be complete, accurate and timely in accordance with law.

2.2. Information disclosure must be made by at-law representatives of companies or their authorized persons. At-law representatives of companies shall take responsibility for information disclosed by their authorized persons.

When there arises any information that affects the prices of securities, the at-law representative of the company or the person authorized to disclose information shall confirm or correct such information within twenty four (24) hours after receiving such information or at the request of a management agency.

2.3. Information disclosure must be made at the same time with reporting on the disclosed information to the State Securities Commission (SSC) and the Stock Exchange (SE), specifically:

2.3.1. Public companies and issuing institutions making public offers of bonds, securities companies and fund management companies shall disclose information at the same time with reporting to the SSC.

2.3.2. Issuing institutions, institutions having registered for securities trading, member securities companies, public securities investment companies and fund management companies managing public funds/public securities investment companies shall disclose information at the same time with reporting to the SSC and SE;

2.3.3. Date of submission of a report on information disclosure is the date of sending by post on the postal stamp, or by facsimile or e-mail, the date of publication on a website or the date indicated on the receipt of submitted report.

2.4. In case of changing the disclosed information, obliged information disclosers defined in Clause 1, Section I of this Circular shall concurrently report and explain in writing the change to the SSC.

2.5. On a quarterly basis, the SE shall make and send to the SSC a general report on the observance of legal provisions on information disclosure by listed institutions, institutions having registered for securities trading and member securities companies.

2.6. The SE shall provide information on listed institutions and institutions having registered for securities trading to member securities companies, which shall promptly provide such information in a complete manner to investors.

3. Persons authorized to disclose information

Public companies, issuing institutions making public offers of bonds, listed institutions, institutions having registered for securities trading, securities companies, fund management funds and securities investment companies shall register their persons authorized to disclose information according to a set form provided in Appendix I to this Circular (not printed herein). In case of change of persons authorized to disclose information, at least five (5) working days before the change, they shall report it in writing to the SSC or SE.

4. Media and forms of information disclosure

4.1. Information shall be disclosed through the following media:

4.1.1. Annual reports, websites and other publications of information disclosers;

4.1.2. Media of information disclosure of the SSC, including its website, bulletins and other publications;

4.1.3. Media of information disclosure of an SE, including its securities market bulletins, website and electronic display screens;

4.1.4. Other mass media as prescribed by law.

4.2. Documents and reports to be addressed to the SSC and SE must be presented in writing and electronically as guided by the SSC and SE.

4.3. Information disclosers defined in Clause 1, Section I of this Circular (except individuals) shall set up their own websites. A website must have sections on shareholder relation and contain the company charter, internal administration regulation, annual reports and periodical financial statements which must be disclosed under regulations, and matters related to the Shareholders General Meeting. Besides, websites must be regularly updated with information which must be disclosed under this Circular. Information disclosers shall notify the SSC and SE of the addresses of their websites and publicize these addresses and all changes related to these addresses.

5. Postponement of information disclosure

5.1. In case information disclosure cannot be made within the prescribed time limit for force majeure reasons, information disclosers shall report such to the SSC and SE and shall make information disclosure as soon as force majeure circumstances are over.

5.2. Postponement of information disclosure and its reasons shall be publicized on the media of information disclosure of the SSC, SE and institutional information disclosers.

6. Preservation and storage of information

Information disclosers shall preserve and store reported and disclosed information under law.

7. Handling of violations related to information disclosure

Organizations and individuals committing acts of violation of legal provisions on information disclosure shall, depending on the nature and severity of their violations, be disciplined, administratively sanctioned or examined for penal liability. If causing damage, they shall pay compensations under law.

II. DISCLOSURE OF INFORMATION OF PUBLIC COMPANIES

1. Periodical disclosure of information

1.1. Within 10 days after the deadline for completing annual financial statements, a public company shall disclose information on the annual financial statement audited by a qualified independent audit organization as specified by the Ministry of Finance.

1.2. Periodical disclosure of information on an annual financial statement is specified as follows:

1.2.1. Information to be disclosed on an annual financial statement includes the accounting balance sheet; report on business results; cash flow report; explanatory notes to the financial statement as specified by the accounting law; and audit report. Explanatory notes to the financial statement must present all details specified by the accounting law. In case an explanatory note to the financial statement refers to an annex, such annex shall be disclosed together with the note. Explanatory notes to the financial statement shall specifically present details of transactions with concerned parties according to Accounting Standard 26. Explanatory notes to the financial statement must contain sectional reports according to Accounting Standard 28 and the Circular guiding Accounting Standard 28. In case the accounting monetary unit is not Vietnam dong, the public company shall disclose the financial statement with figures denominated in both that monetary unit and Vietnam dong;

1.2.2. For a public company that is the parent company of another organization, information to be disclosed on its annual financial statement includes both the financial statement of the parent company and the consolidated financial statement under the accounting law.

1.2.3. An annual financial statement shall be completed within ninety (90) days after the end of the annual accounting period under the Accounting Law;

1.2.4. A public company shall make and disclose its annual reports according to a set form provided in Appendix 2 to this Circular (not printed herein) within twenty (20) days after the time limit for completing annual financial statements;

1.2.5. A public company shall make its annual financial statements and annual reports in Vietnamese (enclosed with English translations, if any), disclose them on its publications and website, and preserve them for at least ten (10) years at its head office for reference by investors;

1.2.6. A public company shall disclose all information on its annual financial statements specified at Point 1.1, Clause 1, Section II of this Circular on the media of information disclosure of the SSC and SE (for listed companies), and concurrently publish the full text of an audit report on its annual financial statement on one issue of a nationally distributed newspaper with the address of its website on which the whole financial statement is posted or the address where the financial statement is provided for investor reference.

2. Extraordinary disclosure of information

2.1. Public companies shall make an extraordinary disclosure of information specified in Clauses 2 and 3, Article 101 of the Securities Law, specifically:

2.1.1. A public company shall make an extraordinary disclosure of information within twenty four (24) hours of the occurrence of any of the following events:

a/ Its bank account is frozen or its frozen bank account is permitted to resume;

b/ It suspends its business operation;

c/ Its business registration certificate or establishment and operation license or operation license is revoked;

d/ Approval of a decision by the Shareholders General Meeting under Article 104 of the Enterprise Law;

e/ Adoption of a decision by the Board of Directors on the redemption of the company’s stocks or resale of purchased stocks; on the date of exercise of the right to purchase stocks of bond owners associated with the right to purchase stocks or the date of conversion of convertible bonds into stocks, and decisions related to offers under Clause 2, Article 108 of the Enterprise Law, results of private placements of the public company;

f/ Issuance of a decision on institution of a criminal case involving a Board of Directors member, the director or director general, a deputy director or deputy director general or chief accountant of the company; issuance of a court judgment or ruling related to the company’s operation; issuance of a tax office’s conclusion on the company’s violation of tax laws;

g/ Adoption of a decision by the Shareholders General Meeting or the Board of Directors on the level of dividends to be paid;

h/ Upon change of key personnel of the company (a member of the Board of Director, Control Board, Directorate General or Directorate, or the chief accountant).

2.1.2. A public company shall make an extraordinary disclosure of information within seventy two (72) hours of any of the following events:

a/ Adoption of a decision on borrowing loans or issuing bonds valued at thirty per cent (30%) or more of the owner capital at the latest reporting time;

b/ Adoption of a decision by the Board of Directors on the company’s medium-term development strategy or plan and annual business plan; a decision to change the applied accounting method;

c/ Receipt by the company of a notice of a court that the court has accepted the petition for opening of business bankruptcy procedures;

d/ Adoption of a decision on establishment, acquisition, sale or dissolution of a subsidiary company or investment in an associated company.

2.2. Public companies shall disclose information on events specified at Points 2.1.1 and 2.1.2, Clause 2, Section II of this Circular on their publications and websites and media of information disclosure of the SSC and SE.

2.3. Upon extraordinary disclosure of information, public companies shall clearly state the event that occurred and its cause, and a plan and solutions for remedying the problem (if any).

3. Disclosure of information upon request

3.1. A public company shall disclose information under Clause 4, Article 101 of the Securities Law within twenty four (24) hours after receiving a request of the SSC upon the occurrence of any of the following events:

3.1.1. There is information relating to the public company which seriously affects the lawful interests of investors;

3.1.2. There is information relating to the public company which greatly affects the prices of securities and needs to be confirmed.

3.2. A public company shall disclose information upon request through its publications and website, the mass media or the media of information disclosure of the SSC and SE. Disclosed information must clearly state the event on which information is requested by the SSC and SE to be disclosed; and the cause and authenticity of that event.

4. Disclosure of information on stock trading by major shareholders

4.1. Institutions, individuals and groups of affiliated persons that hold five per cent (5%) or more of total voting stocks of a public company shall report on major shareholding under Article 29 of the Securities Law and Appendix 3 to this Circular (not printed herein)

4.2. Within seven (7) days after conducting a transaction (including donation, inheritance, transfer or receipt of the transferred right to purchase additionally issued stocks) or conducting no transaction but seeing a change in the number of held stocks exceeding one per cent (1%) of outstanding stocks of the same type, institutions, individuals and groups of affiliated persons that hold five per cent (5%) or more of total voting stocks of a public company shall report such, according to a set form provided in Appendix 4 to this Circular (not printed herein), to the public company, the SSC and SE (for listed institutions or institutions having registered for trading).

4.3. Within twenty four (24) hours after the occurrence of the first change in the number of held stocks, making an institution, individual or group of affiliated persons no longer a major shareholder, a report thereon shall be sent to the public company, the SSC and SE (for listed institutions or institutions having registered for trading) within seven (7) days after the change is completed.

5. Disclosure of information on fund stock trading

5.1. A public company that wishes to redeem its own stocks for use as fund stocks or to sell fund stocks shall report such to the SSC and SE (for listed institutions or institutions having registered for trading) according to a set form provided in Appendix 5 to this Circular (not printed herein), and concurrently disclose information on the mass media/media of information disclosure of the SE (for listed institutions or institutions having registered for trading) at least seven (7) days before the projected date of conducting transaction (except for public companies that redeem their own stocks for use as fund stocks for market stabilization under plans approved by the SSC).

5.2. Upon completing the redemption of its own stocks for use as fund stocks or the sale of fund stocks, a public company shall report results of the transaction to the SSC and SE (for listed institutions or institutions having registered for trading), according to a set form provided in Appendix 6 to this Circular (not printed herein), within ten (10) days of the completion of transaction, and make information disclosure. When failing to completely redeem or sell the registered amount, the public company shall explain the reason.

6. Disclosure of information on stock trading by founding shareholders during the period of transfer restriction under Clause 5, Article 84 of the Enterprise Law

6.1. Founding shareholders that hold stocks and are restricted from stock transfer under Clause 5, Article 84 of the Enterprise Law shall send notices of trading, made according to a set form provided in Appendix 7 to this Circular (not printed herein), to the SSC and SE (for listed institutions and institutions having registered for trading) and public companies at least three (3) working days before the trading date. In case of transfer of stocks to persons other than founding shareholders, transferors shall additionally send a resolution of the Shareholders General Meeting approving the transfer.

6.2. Within three (3) working days of completion of the trading, founding shareholders conducting the trading shall send to the SSC and SE (for listed institutions and institutions having registered for trading) and public companies reports on trading results, made according to a set form provided in Appendix 7 to this Circular (not printed herein). If the trading does not take place, founding shareholders shall report the reason to the SSC and SE (for listed institutions and institutions having registered for trading) and public companies within three (3) working days after the projected trading time expires.

7. Disclosure of information on public bids

Organizations and individuals that make public bids and public companies targeted by public bids shall disclose information under the Securities Law and the Circular guiding public offers.

8. Disclosure of information on securities offers and progress of the use of capital raised from the offer

8.1. Public companies that make public offer of securities shall comply with regulations on information disclosure before making public offers under the legal provisions on public offers of securities.

8.2. During the use of capital raised from a public offer of stocks, once every six (6) months after the completion of the offer, the public company shall report to the SSC and SE (for listed institutions and institutions having registered for trading) and disclose information on its publications and website and the media of information disclosure of the SSC and SE (for listed institutions and institutions having registered for trading) on the progress of the use of capital raised from the offer. In case the capital use purpose changes, the public company shall disclose information on the reason for the change and the resolution of the Board of Directors or the Shareholders General Meeting.

III. DISCLOSURE OF INFORMATION OF ISSUING INSTITUTIONS MAKING PUBLIC OFFERS OF BONDS

1. Time of disclosure of information

An issuing institution making a public offer of bonds (bond issuer) shall disclose information under this Circular from the time of issuance of bonds to the public to the time of completion of payment for bonds.

2. Information to be disclosed by a bond issuer includes:

2.1. Periodical disclosure of information

A bond issuer shall make periodical disclosure of information on its annual financial statements under Clause 1, Section II of this Circular.

2.2. Extraordinary disclosure of information

2.2.1. A bond issuer shall disclose information on events specified at Items a, b and c, Point 2.1.1, and Point 2.1.2, Clause 2, Section II of this Circular on its publications and website and on the website of the SSC.

2.2.2. When making an extraordinary disclosure of information, a bond issuer shall clearly state the event that occurred and its cause, and a plan and solutions for remedying the problem (if any).

3. Disclosure of information on public offers of bonds and progress of the use of capital raised from the offer

3.1. Issuing institutions that make public offers of bonds shall comply with regulations on information disclosure before making public offers under legal provisions on public offer of bonds.

3.2. During the use of capital raised from a public offer of bonds, once every six (6) months after the completion of the offer, the issuing institution shall report to the SSC and SE (for listed institutions) and disclose information on its publications and website and the media of information disclosure of the SSC and SE (for listed institutions) on the progress of the use of capital raised from the offer. In case the capital use purpose changes, the issuing institution shall disclose information on the reason for the change and the persons making the decision on the change.

IV. DISCLOSURE OF INFORMATION BY LISTED INSTITUTIONS

1. Periodical disclosure of information

1.1. A listed institution shall make periodical disclosures of information on its annual financial statements under Clause 1, Section II of this Circular (and their English translations, if any). Annual financial statements must be audited by accredited audit organizations.

1.2. A listed institution shall make periodical disclosures of information on its quarterly financial statements, which are made in Vietnamese (and enclosed with an English translation, if any), within twenty five (25) days after the end of a quarter. For listed institutions which are parent companies and therefore required to make consolidated financial statements, the time limit for information disclosure is fifty (50) days after the end of a quarter, specifically:

1.2.1. Information to be disclosed on a quarterly financial statement of a listed institution includes: the accounting balance sheet, report on business results; cash flow report; and explanatory notes to the financial statement as prescribed by the accounting law;

Explanatory notes to a quarterly financial statement shall adequately present all contents required by law and be made according to current accounting standards and regime. In case an explanatory note to the financial statement refers to an annex, such annex shall be enclosed with the note. Explanatory notes to the financial statement shall specifically present details of trading with concerned parties according to Accounting Standard 26 and the Circular guiding this standard. Explanatory notes to the financial statement must have sectional reports according to Accounting Standard 28 and the Circular guiding this standard;

1.2.2. In case its after-enterprise income tax profit disclosed in a mid-period report on business results fluctuates ten per cent (10%) or more against that in the report of the previous year’s same period, a listed institution shall clearly explain the reason for the fluctuation in the quarterly financial statement;

1.2.3. In case a listed institution has subsidiary companies, it shall submit to the SSC and SE quarterly financial statements of the parent company and consolidated financial statements under the accounting law;

1.2.4. Listed institutions shall disclose the submission of quarterly financial statements through the media of information disclosure of the SSC and SE, and concurrently provide links to the websites on which their quarterly financial statements are posted in full text or addresses for the provision of their quarterly financial statements for investor reference;

1.2.5. A quarterly financial statement of a listed institution shall be disclosed on its publications and website and preserved for at least ten (10) subsequent years at its head office for investor reference.

1.3. A listed institution shall make and disclose information on its biannual financial statements (for the first six months) already examined by an accredited audit organization according to Audit Standard 910 (and their English translations, if any) within forty five (45) days after the end of the second quarter every year. For listed institutions that are parent companies and therefore required to make consolidated financial statements, the time limit for information disclosure is sixty (60) days after the end of the second quarter of every year.

A biannual financial statement of a listed institution enclosed with a report on results of examination of this statement shall be disclosed on the media of information disclosure of the SSC and SE and its website and preserved for at least ten (10) subsequent years at its head office for investor reference.

1.4. A listed institution shall adequately disclose on its website all documents for an annual Shareholders General Meeting, including the meeting invitation notice, form of the powers of attorney to attend the meeting, meeting agenda, votes, and documents for discussion which serve as a basis for adoption of decisions and draft resolutions on each issue on the meeting agenda, and concurrently send notices to shareholders at least seven (7) working days before the opening of the Shareholders General Meeting.

2. Extraordinary disclosure of information

2.1. A listed institution shall make extraordinary disclosures of information within twenty four (24) hours of the occurrence of any of the events specified at Point 2.1.1, Clause 2, Section II of this Circular and of the occurrence of any of the following events:

2.1.1. Loss of assets valued at 10% or more of the owner capital of a listed institution or an institution having registered for trading;

2.1.2. Adoption of a resolution of the Shareholders General Meeting or the Board of Directors on increase or decrease of its charter capital; contribution of a capital portion valued at ten per cent (10%) or more of its total assets to another institution; contribution of capital valued at fifty (50%) or more of the total capital of the company receiving the capital contribution;

2.1.3. Occurrence of an event greatly affecting its production, business or administration;

2.1.4. Issuance of a decision to close or open a subsidiary company, branch, plant or representative office;

2.1.5. Issuance of a decision to change the name or address of its head office;

2.1.6. Its stock prices hit the limit high or low level for five (5) consecutive trading sessions against the common market trend or its listed stock prices hit the limit high or low level for ten (10) consecutive trading sessions or more. In this case, it shall disclose relevant events leading to the stock price fluctuation;

2.1.7. An extraordinary meeting of the Shareholders General Meeting.

2.2. Listed institutions shall disclose information within seventy two (72) hours of the occurrence of any of the events specified at Point 2.1.2, Clause 2, Section II of this Circular.

2.3. Listed institutions shall disclose information on the events specified at Points 2.1 and 2.2, Clause 2, Section IV of this Circular on their publications and websites and through the media of information disclosure of the SE.

2.4. When making an extraordinary disclosure of information, a listed institution shall clearly state the event that occurred and its cause, and a plan and solutions for remedying the problem (if any).

3. Disclosure of information upon request

3.1. A listed institution shall disclose information under Clause 3, Section II of this Circular within twenty four (24) hours after receiving a request of the SSC or SE.

3.2. A listed institution shall disclose information upon request of the SSC or SE through its publications and website, the mass media or the media of information disclosure of the SSC or SE. Disclosed information must clearly state the event on which information is requested by the SSC or SE to be disclosed; and the cause and authenticity of that event.

4. Disclosure of information on trading by internal shareholders, persons authorized to disclose information and major shareholders

4.1. Internal shareholders are members of the Board of Directors or the Control Board, the director general/director, deputy directors general/deputy directors and the chief accountant; major shareholders of a company or persons authorized to disclose information of a listed institution and affiliated persons of these persons as defined in Clause 34, Article 6 of the Securities Law.

4.2. Persons defined in Clause 4.1, Section IV of this Circular that plan to trade in stocks of listed institutions or stocks of institutions traded on the market of unlisted public companies (UPCOM), including transfer not through the trading system at an SE (giving as a gift, donation, inheritance, transfer or receipt of the right to purchase additionally issued stocks (except for trading in fractional stocks at the request of investors)) shall report such to the SSC and SE at least three (3) working day before the trading date. The time limit for trading is two (2) months from the registered trading date and the first trading session may be conducted only twenty four (24) hours after the information disclosure is made at the SE. A trading report must contain the details specified in Appendices 9 and 10 to this Circular (not printed herein).

4.3. Within three (3) working days from the date of completion of the trading, a trading person shall report to the SSC, SE and the listed institution on trading results, according to a set form provided in Appendices 11 and 12 to this Circular (not printed herein).

4.4. In case the trading cannot be conducted, within three (3) days after the projected trading time expires, the persons defined at Point 4.1 of this Clause shall report the reason therefore to the SSC and SE.

5. Disclosure of information relating to the final date of registration for the exercise of the rights to existing shareholders

Information relating to the final date of registration for the exercise of rights to existing shareholders shall be reported by listed institutions and enclosed with sufficient relevant documented legal grounds to the SE and Vietnam Securities Depository Center at least ten (10) working days before the final date of registration.

6. Disclosure of information relating to corporate governance

Listed institutions shall report, on a quarterly and annual basis, to the SSC and SE on corporate governance under the Ministry of Finance’s Decision No. 12/2007/QD-BTC of March 13, 2007, promulgating the Regulation on corporate governance applicable to institutions listed on the SE. Quarterly reports on corporate governance shall be made according to a set form provided in Appendix 13 to this Circular and submitted before the 30th of the first month of the subsequent quarter. Annual reports on corporate governance shall be made and submitted under Point 1.4, Clause 1, Section II of this Circular on annual reports.

V. DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES

1. Periodical disclosure of information

1.1. A securities company or fund management company shall make periodical disclosures of information on its annual financial statements, enclosed with all audit reports of an accredited audit organization under Points 1.1, 1.2, 1.3 and 1.4, Clause 1, Section II of this Circular.

1.2. Annual financial statements shall be audited by accredited audit organizations and disclosed on the websites of companies and the media of information disclosure of the SSC.

1.3. Quarterly, a securities company shall disclose on its website and publications information on a list and prices of unlisted securities for which it acts as a trading broker within the first 10 days of the first month of the subsequent quarter.

2. Extraordinary disclosure of information

2.1. A securities company or fund management company shall make extraordinary disclosures of information within twenty four (24) hours of the occurrence or detection of any of the following events:

2.1.1. There is a decision on institution of a criminal case involving a member of its Board of Directors or Members’ Council, president, director or director general, deputy director or deputy director general, chief accountant or financial director, or an executive officer of a securities investment fund;

2.1.2. Its bank account is frozen or its frozen bank account is permitted to resume;

2.1.3. Its business operation is suspended;

2.1.4. Its establishment and operation license is revoked;

2.1.5. Its Shareholders General Meeting or Members’ Council or owner adopts a contract on merger with another company;

2.1.6. It suffers a loss valued at ten per cent (10%) or more of its assets;

2.1.7. It sees a change in the membership of its Board of Directors or Members’ Council, president, director or director general, deputy director or deputy director general; it appoints or dismisses an executive officer of a securities investment fund;

2.1.8. It undergoes important changes in its business operation, including:

a/ Change of a branch or representative office head;

b/ Revocation of the practice certificate of the public fund’s executive officer;

c/ Falling into bankruptcy; dissolution as decided by a competent agency;

d/ A transaction leading to a change in the share ownership or capital contribution portion accounting for ten per cent (10%) or more of its charter capital;

e/ Suspension of its operation; termination of its operation or revocation of its establishment and operation license as decided by a competent agency;

f/ Decision on merger, split-up, division, contribution of joint-venture capital or transformation of the company;

g/ Decision on revision of the company charter; change of the company name;

h/ Decision on charter capital increase or decrease;

i/ Decision on increase, discontinuation or reduction of one or several securities trading types and securities services already licensed;

j/ Decision on opening or closing of a branch, representative office or transaction office; relocation of the head office, a representative office, branch or transaction office;

k/ Revocation of the securities practice license of its director, deputy director or director general or deputy director general.

2.2. A securities company or fund management company shall disclose information on the events specified at Point 2.1 above on its publications and website and the media of information disclosure of the SSC and SE.

2.3. When making an extraordinary disclosure of information, a securities company or fund management company shall clearly state the event that occurred and its cause, and a plan and solutions for remedying the problem (if any).

3. Disclosure of information upon request

3.1. A securities company or fund management company shall disclose information within twenty four (24) hours after receiving a request of the SSC or SE when there is information relating to the company that seriously affects lawful interests of investors.

3.2. A securities company or fund management company shall disclose information upon request of the SSC or SE through its publications and website, the mass media, or the media of information disclosure of the SSC and SE. Disclosed information must clearly state the event on which information is requested by the SSC or SE to be disclosed; and the cause and authenticity of that event.

3.3. A securities company shall disclose information at its head office and branches on changes of addresses of its head office and branches, modes of transaction, placement of orders, payment of trading deposits, time of payment, trading charges, provided services and the list of its securities practitioners under Clause 3, Article 104 of the Securities Law.

VI. DISCLOSURE OF INFORMATION ON PUBLIC FUNDS

1. Periodical disclosure of information on public funds

1.1. Within ten (10) days after having an annual asset statement of a public fund audited under Clause 1, Article 105 of the Securities Law, a fund management company shall make periodical disclosures of information on that annual asset statement, specifically:

1.1.1. Information to be disclosed on the annual asset statement of the public fund under current legal provisions on the accounting regime applicable to the securities investment fund;

1.1.2. Date of completion of the annual asset statement of the public fund is the date when an accredited audit organization signs an audit report. The time limit for completion of the annual asset statement of the public fund is ninety (90) days from the end of the annual accounting period;

1.1.3. The annual asset statement of the public fund shall be preserved for at least ten (10) years at the fund management company’s head office for investor reference;

1.1.4. The fund management company shall disclose the submission of an annual asset statement and a report on audit of an annual asset statement of the public fund on one (1) issue of a nationally distributed newspaper and through the media of information disclosure of the SSC and SE, and concurrently provide the address of the website on which the financial statement is posted in full text or the address for the provision of financial statements for investor reference.

1.2. A fund management company shall make periodical disclosures of information on a public fund, specifically:

1.2.1. It shall disclose weekly, monthly, quarterly and annual reports on a public fund’s net asset value change according to the current accounting regime on its publications and website and the media of information disclosure of the SSC and SE;

1.2.2. It shall disclose a public fund’s monthly, quarterly and annual asset reports according to the current accounting regime on its publications and website and the media of information disclosure of the SSC or SE;

1.2.3. It shall disclose a public fund’s monthly, quarterly and annual reports on the investment situation and results according to the current accounting regime on its publications and website and the media of information disclosure of the SSC or SE;

1.2.4. The time limits for reporting and disclosing information prescribed at Points 1.2.1, 1.2.2 and 1.2.3 of this Clause are as follows:

a/ Weekly reports must be made and disclosed on the first working day of the subsequent week;

b/ Monthly reports must be made and disclosed within five (5) working days from the last day of the month;

c/ Quarterly reports must be made and disclosed within twenty five (30) days from the last day of the quarter;

d/ Annual reports must be made and disclosed within one hundred (100) days from the last day of the fiscal year.

2. Extraordinary disclosure of information on public funds

2.1. Within twenty four (24) hours of the occurrence of any of the following events to a public fund, a fund management company shall report it to the SE for disclosure of information under Clause 2, Article 107 of the Securities Law:

2.1.1. Adoption of a decision by the Investors’ General Meeting;

2.1.2. Decision to offer public fund certificates;

2.1.3. Grant of a fund establishment registration certificate to the public fund;

2.1.4. Decision to change the public fund investment capital;

2.1.5. Revocation of the certificate of public offer of public fund certificates;

2.1.6. An offer of public fund certificates is suspended or terminated;

2.1.7. Revision of the public fund’s charter or prospectus.

2.1.8. Change of the Chairman of the Representative Board or the executive officer of the public fund.

2.2. A fund management company shall disclose information on the events specified at Point 2.1 of this Clause on its publications and website and the media of information disclosure of the SE.

2.3. When making extraordinary disclosures of information on a public fund, a fund management company shall clearly state the event that occurred and its cause, and a plan and solutions for remedying the problem (if any).

3. Disclosure of information on public funds upon request

3.1. A fund management company shall disclose information within twenty four (24) hours after receiving a request of the SSC or SE upon the occurrence of any of the following events:

3.1.1. There are rumors, to the knowledge of the SSC or SE, about the offer or prices of public fund certificates;

3.1.2. There arise abnormal changes in the prices and traded quantities of public fund certificates;

3.2. A fund management company shall disclose information on a public fund upon request of the SSC or SE through its publications and website, the mass media or the media of information disclosure of the SE. Disclosed information must clearly state the event on which information is requested by the SSC or SE to be disclosed; and the cause and authenticity of that event.

4. Disclosure of information on the final date of registration for the exercise of rights to existing investors

Information on the final date of registration for the exercise of rights to existing investors of a listed public fund shall be reported by a fund management company and enclosed with sufficient relevant documented legal grounds to the SE and Vietnam Securities Depository Center at least ten (10) working days before the final date of registration for information disclosure.

5. Disclosure of information on trading in fund certificates by affiliated persons

5.1. Persons related to the fund certificate trading include founding members, members of the Representative Board of a securities investment fund, the Board of Directors and Control Board (if any), the Directorate General of the fund management company, the executive officer and information disclosure staffs of a public fund, and organizations and individuals affiliated to these persons as defined in Clause 34, Article 6 of the Securities Law.

5.2. When wishing to trade in fund certificates or their right to purchase fund certificates, including also transfers not through the SE’s trading system (giving as gifts, donation, inheritance, transfer or receipt of the right to purchase additionally issued fund certificates), affiliated persons mentioned at Point 5.1 of this Clause shall report such to the SSC and SE at least three (3) working days before the projected trading date. The projected trading duration is two (2) months from the registered trading date and the first trading session may be conducted only twenty four (24) hours after the information disclosure is made at the SE. A report by affiliated persons shall contain details specified in Appendices 14 and 15 to this Circular (not printed herein).

5.3. Within three (3) working days after completion of the trading, persons conducting the trading shall send reports on trading results, made according to set forms provided in Appendices 16 and 17 to this Circular, to the SSC and SE. In case of failure to conduct the trading, affiliated persons defined at Point 5.1 of this Clause shall report the reason to the SSC and SE within three (3) days after the projected trading duration expires.

VII. DISCLOSURE OF INFORMATION BY SECURITIES INVESTMENT COMPANIES

Public securities investment companies shall disclose information under the provisions of Sections IV and VI of this Circular.

VIII. DISCLOSURE OF INFORMATION BY STOCK EXCHANGES

An SE shall disclose information under Article 107 of the Securities Law, specifically:

1. Information on securities trading at the SE

1.1. Information during trading hours:

1.1.1. Total number of types of securities permitted for trading;

1.1.2. The previous day’s closing prices, opening/closing prices of each session/day, executed prices, proposed prices (in case of periodical matching of orders), levels and symbols of price fluctuations of each type of securities;

1.1.3. Three levels of best bids and asked prices of stocks and investment fund certificates, including the volumes of purchasing and selling orders which were placed corresponding to such price levels.

1.2. Periodical information during a trading day:

1.2.1. Status of traded securities;

1.2.2. Total number of types of securities permitted for trading on the day;

1.2.3. Consolidated price indices being the Vn-Index, Hnx-Index Upcom-Index; their levels and fluctuations compared to those of the previous trading day;

1.2.4. Level of oscillation of share prices during the trading day;

1.2.5. Number of orders, volumes ordered to purchase/sell, and the corresponding value of each type of securities;

1.2.6. Total traded volume on the whole market (by order matching round and trading day);

1.2.7. Price, volume and value of traded securities of each type:

a/ Orders that were matched (by order matching round and trading day for periodical matching of orders and by trading day for continuous matching of orders);

b/ Agreements (if any);

c/ Securities trading by foreign investors (if any);

d/ Stock redemption and re-sale by listed institutions or institutions having registered for trading (if any).

1.2.8. Securities-holding ratios of foreigners and remaining limits for foreigners to purchase each type of securities;

1.2.9. Information on ten (10) types of stocks most traded and ten (10) types of stocks with the highest price fluctuations compared with the nearest trading day;

1.2.10. Information on trading in ten (10) types of stocks with the highest listed value and ten (10) types of stocks with the highest market prices;

1.2.11. Information on traded bonds, including types of bonds, interest rates, maturity date, executed prices, current yield and yield to maturity;

1.2.12. Outstanding volumes of listed stocks and changes compared with those of the previous trading day;

1.2.13. Other information to be disclosed at the request of the SSC.

2. Information on institutions listed or having registered for trading on the SEs; information on member securities companies; fund management companies managing public funds/public securities investment companies; public funds, public securities investment companies on the SEs

2.1. Information on listed institutions and institutions having registered for trading

2.1.1. General information on listing and trading registration activities:

a/ Information on initial listing or trading registration;

b/ Information on delisting or trading deregistration;

c/ Information on listing or trading registration change;

d/ Information on re-listing;

e/ Information on sanctions imposed on listed institutions and institutions having registered for trading;

f/ Other information regarded to be necessary by SEs.

2.1.2. Periodical and extraordinary information, and information disclosed at request of listed institutions and institutions having registered for trading on the final date of registration under Clauses 1, 2 and 3, Section IV of this Circular.

2.2. Information on securities companies which are members of an SE

2.2.1. General information on members:

a/ Information on member admission;

b/ Information on sanctions imposed on members and transaction representatives (if any);

c/ Information on termination of membership;

d/ Other information.

2.2.2. Periodical and extraordinary information, and information disclosed at the request of member securities companies under Clauses 1, 2 and 3, Section V of this Circular.

2.3. Information on fund management companies managing public funds/public securities investment companies

2.3.1. General information on fund management companies:

a/ Information on the number of fund management companies;

b/ Information on the number of securities investment funds/securities investment companies managed by fund management companies;

c/ Information on sanctions imposed on fund management companies;

d/ Other information.

2.3.2. Periodical and extraordinary information, and information disclosed at the request of fund management companies under Clauses 1, 2 and 3, Section IV of this Circular.

2.4. Information on public funds

2.4.1. General information on public funds:

a/ Information on the number of public funds;

b/ Other information.

2.4.2. Periodical and extraordinary information, and information disclosed at the request of public funds under Clauses 1, 2 and 3, Section IV of this Circular.

2.5. Information on public securities investment funds

2.5.1. General information on public securities investment funds:

a/ Information on the number of public securities investment funds;

b/ Information on sanctions imposed on public securities investment funds;

c/ Other information.

2.5.2. Information under Section VII of this Circular.

3. Information on supervision of the securities market

3.1. Information on supervision of the securities market includes:

3.1.1. Information on suspension of trading or permission for resumption of trading in listed securities;

3.1.2. Information on controlled securities or securities no longer controlled;

3.1.3. Information on transactions that reduce or increase 1% or more of major shareholders’ ratios of ownership of outstanding stocks of the same type; information on transactions of organizations, individuals or affiliated persons that intend to hold up to twenty five per cent (25%) of the equity capital or that are holding twenty five per cent (25%) or more of the equity capital of a listed institution or an institution having registered for trading; information on public bids for stocks of listed institutions or institutions having registered for trading;

3.1.4. Information on stock trading by members of the Boards of Directors and Control Boards, directors general/directors, deputy directors general/deputy directors, chief accountants and affiliated persons;

3.1.5. Explanatory information disclosed by listed institutions or institutions having registered for trading on the prices of their stocks which hit the limit high or low level for five (5) consecutive trading sessions against the common market trend or prices of listed stocks which hit the limit high or low level for ten (10) or more consecutive trading sessions;

3.1.6. Information on violations of informa-tion disclosure regulations committed by listed institutions, institutions having registered for trading, securities companies, fund management companies or securities investment companies;

3.1.7. Information on handling of violations of the law on the operation of the securities market;

3.1.8. Instructions and notifications of the SSC and SEs on market management and supervision.

3.2. The SEs shall disclose information on the events specified in Clause 2 and Point 3.1, Clause 3 of Section VIII of this Circular as soon as events occur or they receive reports or notifications on information disclosure of listed institutions, institutions having registered for trading, member securities companies, fund management companies or public securities investment companies.

IX. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 45 days from the date of its signing and replaces the Ministry of Finance’s Circular No. 38/2007/TT-BTC of April 18, 2007, on information disclosure on the securities market. Provisions on information disclosure in other legal documents issued by the Ministry of Finance which are contrary to this Circular shall be all annulled and relevant provisions of this Circular will prevail.

2. The SSC, SEs, public companies and issuing institutions making public offers of bonds, listed institutions, institutions having registered for trading, securities companies, fund management companies, securities investment companies and concerned organizations and individuals shall implement this Circular.-

For the Minister of Finance
Deputy Minister
TRAN XUAN HA