THE MINISTRY OFFINANCE No. 155/2015/TT-BTC | THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness Hanoi, October 6, 2015 |
CIRCULAR
Guiding the disclosure of information on the securities market
Pursuant to the June 29, 2006 Law on Securities;
Pursuant to the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;
Pursuant to the November 29, 2005 Law on Enterprises;
Pursuant to the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;
Pursuant to the Government’s Decree No. 60/2015/ND-CP of June 26, 2015, amending and supplementing a number of articles of Decree No. 58/2012/ND-CP of July 20, 2012;
Pursuant to the Government’s Decree No. 42/2015/ND-CP of May 5, 2015, prescribing derivative securities and derivative securities market;
Pursuant to the Government’s Decree No. 215/2013/ND-CP of December 23, 2013, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
At the proposal of the Chairperson of the State Securities Commission;
The Minister of Finance promulgates the Circular guiding the disclosure of information on the securities market.
Chapter I
GENERAL PROVISIONS
Article 1.Scope of regulation and subjects of application
1. This Circular prescribes the disclosure of information on the Vietnamese securities market.
2. Subjects of application:
a/ Public companies, bond-issuing institutions (other than those issuing government bonds, government-guaranteed bonds, and local government bonds);
b/ Securities companies, fund management companies, Vietnam-based branches of foreign fund management companies, and public funds;
c/ The stock exchanges and Vietnam Securities Depository (VSD);
d/ Investors obliged to disclose information as prescribed by law;
dd/ Other related agencies, organizations and individuals.
Article 2. Interpretation of terms
In this Circular, the terms and expressions below are construed as follows:
1.Public companymeans a joint stock company defined in Clause 1, Article 25 of the Securities Law.
2.Large-sized public companymeans a public company having a paid-up equity capital of VND 120 billion or more as stated in its latest audited annual financial statement.
3.Public fundmeans a closed fund, open-end fund (possibly exchange-traded fund), or public securities investment company.
4.Investors obliged to disclose informationinclude:
a/ Investors that are internal persons of a public company or public fund and affiliated persons of these internal persons;
b/ Major shareholders and groups of affiliated persons that hold at least 5% of outstanding voting stocks of a public company; investors that hold at least 5% of certificates of a closed fund; founding shareholders of a public company or public securities investment company during the period of share transfer restriction; founding members of a public fund;
c/ Investors or groups of affiliated investors that purchase shares to become major shareholders of a public company or own at least 5% of certificates of a closed fund;
d/ Organizations or individuals that make public bids for stocks of public companies.
5.Internal persons of a public companyinclude:
a/ Members of the Board of Directors;
b/ Members of the Supervisory Board or Internal Audit Board;
c/ Director or General Director, Deputy Directors or Deputy General Directors or equivalent managerial titles appointed by the Shareholders’ General Meeting or Board of Directors; other managers competent to sign transactions of the company on its behalf according to the company charter;
d/ Financial director, chief accountant, head of the finance-accounting section or person in charge of accounting;
dd/ At-law representative or person authorized to disclose information.
6.Internal persons of a public fundinclude:
a/ Members of the Representative Board of a public securities investment fund, members of the Board of Directors of a public securities investment company;
b/ Members of the Board of Directors or Members’ Council, the company president; members of the Supervisory Board (if any), members of the internal audit section (if any); members of the Executive Board of a fund management company;
c/ Financial director, chief accountant, head of the finance-accounting section or person in charge of accounting of a fund management company; executive officers of a public fund or public securities investment company;
d/ At-law representative or person authorized to disclose information.
7.Date of information disclosuremeans the date when information is disclosed through any of the information disclosure media specified in Clause 1, Article 5 of this Circular.
8.Date of reporting on information disclosuremeans the date when a facsimile is sent or e-data are sent by email, or the date when information is received on the e-information system of the State Securities Commission or Stock Exchange, or the date when the State Securities Commission or Stock Exchange receives a written report on information disclosure, whichever comes first.
9.Outstanding voting stocksof a public company means the amount of voting stocks issued by the company minus the amount of voting stocks redeemed by the company for use as treasury stocks.
10.Organization registered for tradingmeans an organization that has securities registered for trading on the Upcom trading system of the Stock Exchange.
11.Listed organizationmeans an organization that has stocks listed on the Stock Exchange.
12.Accredited audit institution that audits public-utility units in the field of securitiesmeans an audit firm accredited by a competent state agency to audit, examine and review financial statements, financial information and other reports of public-utility units in the field of securities under Clause 1, Article 4 of Circular No. 183/2013/TT-BTC on independent audit of public-utility units.
13.Accredited audit institution that audits public-utility unitsmeans an audit firm accredited by a competent state agency to audit, examine and review financial statements, financial information and other reports of public-utility units under Clause 2, Article 4 of Circular No. 183/2013/TT-BTC on independent audit of public-utility units.
14.Date of securities transaction completionis determined as follows:
a/ The date when the payment for a transaction is completed in case the transaction is conducted through the Stock Exchange;
b/ The date when the transfer of securities ownership is completed at the Vietnam Securities Depository in case the transaction is conducted not through the Stock Exchange.
Article 3.Principles of information disclosure
1. The information disclosure must be complete, accurate and timely in accordance with law, and ensure that:
a/ Information disclosers shall take responsibility for disclosed information. In case of a change in disclosed information, the information discloser shall disclose changed information and reason(s) for the change;
b/ When there is any event or information affecting the securities price, an information discloser shall confirm or correct such event or information within 24 hours after knowing or receiving such information or at the request of the State Securities Commission or the Stock Exchange;
c/ Personal information, including serial number of valid citizen identity card or passport, contact address, permanent residence address, telephone number, facsimile number, email address, securities trading account number, securities depository account number and bank account number, may be disclosed only when the concerned entity so agree.
2. When disclosing information, the subjects specified in Clause 2, Article 1 of this Circular shall concurrently report to the State Securities Commission and Stock Exchange where their securities are listed or registered for trading, on disclosed information, including all required information. In case disclosed information includes personal information specified at Point c, Clause 1 of this Article and information disclosers does not want to publicize such information, they shall send to the State Securities Commission and Stock Exchange two documents, including one report on information disclosure, including sufficient personal information, and one report containing no personal information for the State Securities Commission or Stock Exchange where their securities are listed or registered for trading, to disclose information.
3. Information disclosers shall preserve and store reported and disclosed information as follows:
a/ Regularly disclosed information shall be stored in the forms of written documents (if any) and electronic data for at least 10 years. Such information shall be cached on websites of information disclosers for at least 5 years;
b/ Extraordinarily disclosed information or information disclosed upon request shall be cached on websites of information disclosers for at least 5 years.
4. The language for information disclosure on the securities market is Vietnamese. The information disclosure in Vietnamese and English is applicable to the Stock Exchanges and Vietnam Securities Depository under their regulations approved by the State Securities Commission. Other subjects are encouraged to disclose information in English under the guidance of the Stock Exchanges and Vietnam Securities Commission. In case information is disclosed in both Vietnamese and English, disclosed information in English is for reference only.
Article 4.Information disclosers
1. An institutional information discloser shall perform the information disclosure obligation through one at-law representative or one individual who is authorized to disclose information of such institution.
a/ The at-law representative shall take responsibility for the adequacy, accuracy and timeliness of information disclosed by the person authorized to disclose information. In case an event to be disclosed occurs when both the at-law representative and person authorized to disclose information are absent, the member holding the highest post of the Executive Board shall disclose information;
b/ The institution shall register or re-register its at-law representative or person authorized to disclose information according to Appendix 1 to this Circular, and provide the information sheet made by the at-law representative or person authorized to disclose information according to Appendix 3 to this Circular to the State Securities Commission and Stock Exchange at least 24 hours before the authorization takes effect.
2. An information discloser being an individual investor may perform the information disclosure obligation by himself/herself or authorize one institution (a securities company, fund management company, public company, depository member, Vietnam Securities Depository, or another institution) or another individual to perform the information disclosure obligation as follows:
a/ In case the individual investor performs the information disclosure obligation by himself/herself, at the first time of information disclosure he/she shall submit to the State Securities Commission and Stock Exchange an information sheet made according to Appendix 3 to this Circular and accurately, promptly and adequately provide information when there is a change in contents of such information sheet;
b/ In case the individual investor authorizes an institution or another individual to disclose information, he/she shall take responsibility for the adequacy, accuracy and timeliness of information disclosed by the authorized information discloser. He/she shall accurately, promptly and adequately provide information on the state of his/her securities ownership and his/her relationships with affiliated persons (if any) to the institution or individual authorized to disclose information so that the latter can perform the obligation to report on ownership or disclose information in accordance with law;
The individual investor shall register or re-register the person authorized to disclose information according to Appendix 2 to this Circular and provide his/her and his/her authorized person’s information sheets made according to Appendix 3 to this Circular (in case the person authorized to disclose information is an individual) to the State Securities Commission and Stock Exchange at least 24 hours before the authorization takes effect.
3. Foreign investors shall perform the obligation to report and disclose information under the provisions of this Circular and the securities law guiding foreign investment activities on the Vietnamese securities market.
4. The disclosure of information of public funds and public securities investment companies shall be conducted by fund management companies.
Article 5.Information disclosure media
1. Information disclosure media include:
a/ Websites of institutional information disclosers;
b/ The information disclosure system of the State Securities Commission;
c/ Websites of the Stock Exchanges;
d/ The website of the Vietnam Securities Depository;
dd/ Other mass media as prescribed by law (printed newspapers, newswires, etc).
2. Institutional information disclosers shall build their websites as follows:
a/ A public company shall build its website within 6 months after it becomes public. An institution issuing bonds to the public shall build its website before conducting a public bond offering. A securities company or fund management company shall build its website when officially commencing its operation. A listed or registered-for-trading institution shall build its website when carrying out procedures for registering its listing or trading on the Stock Exchange;
b/ An institution that builds its website shall report to the State Securities Commission and Stock Exchange and publicize its website address and any change related to such address within 3 working days after completing the building of the website or when changing the website address;
c/ Such a website must have contents on business line and information to be publicly announced on the National Enterprise Registration Portal in accordance with the Law on Enterprises, and any change related to such contents; and have a separate section on shareholder relations (investors), publicizing the company charter, internal administration regulation (if any), prospectus (if any) and information which shall be regularly or extraordinarily disclosed or disclosed upon request under this Circular;
d/ Websites shall display time when information is posted and at the same time ensure that investors may easily search and access data thereon.
3. Public companies, issuing institutions, securities companies and fund management companies shall disclose information in the media specified at Points a and b, Clause 1 of this Article.
4. Listed or registered-for-trading institutions; member securities companies; listed public funds and public securities investment companies shall disclose information in the media specified at Points a, b and c, Clause 1 of this Article.
5. The Stock Exchanges shall disclose information in the media specified at Point c, Clause 1 of this Article.
6. The Vietnam Securities Depository shall disclose information in the media specified at Point d, Clause 1 of this Article.
7. In case the information disclosure obligation arises on a weekend or holiday prescribed by law, information disclosers specified in Clauses 3 and 4 of this Article shall disclose information in the media specified at Point a, Clause 1 of this Article, and fully perform the information disclosure obligation in accordance with law after such weekend or holiday.
8. The information disclosure on the information disclosure system of the State Securities Commission or the website of the Stock Exchange must comply with the guidance of the State Securities Commission or Stock Exchange.
Article 6.Postponement of information disclosure
1. Information disclosers may postpone information disclosure due toforce majeureevents (natural disaster, fire, etc.). Information disclosers shall report to the State Securities Commission and Stock Exchanges on the postponement of information disclosure due to the occurrence of aforce majeureevent, clearly stating the reason for the postponement, and publicly notify the postponement.
2. As soon as theforce majeureevent is remedied, an information discloser shall adequately disclose information which could not be previously disclosed in accordance with law.
Article 7.Handling of violations in information disclosure
Institutions and individuals that commit violations of the regulations 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 compensation in accordance with law.
Chapter II
DISCLOSURE OF INFORMATION
BY PUBLIC COMPANIES
Article 8.Regular information disclosure
1. A public company shall disclose an annual financial statement audited by an audit firm accredited to audit public-utility units on the following principles:
a/ The financial statement must contain all reports, annexes and explanatory notes prescribed by the law on enterprise accounting;
In case the public company is the holding company of another institution, it shall disclose 2 statements: its own annual financial statement and a consolidated annual financial statement in accordance with the law on enterprise accounting;
In case the public company is a superior enterprise having affiliated units without the legal person status, it shall disclose its own annual financial statement and a general annual financial statement in accordance with the law on enterprise accounting;
b/ The full text of the audited annual financial statement shall be disclosed, including the auditor’s report thereon. In case the auditor does not accept the full text of the financial statement, the public company shall disclose the financial statement and auditor’s report enclosed with its explanatory notes;
c/ Time limit for disclosure of annual financial statements:
A public company shall disclose an audited annual financial statement within 10 days after an audit firm signs an auditor’s report and 90 days after the end of the fiscal year;
In case the public company cannot disclose an annual financial statement within the above time limit because it has to make a consolidated or general annual financial statement; or its subsidiary or affiliated companies have to make audited, consolidated or general annual financial statements, the State Securities Commission shall consider, at the written request of the company, extending the time limit for disclosure of annual financial statements for no more than 100 days after the end of the fiscal year in accordance with relevant regulations.
2. A public company shall make an annual report according to the form provided in Appendix 4 to this Circular and disclose such annual report within 20 days after disclosing an audited annual financial statement and 120 days after the end of the fiscal year.
Financial information in an annual report must be consistent with the audited annual financial statement.
3. Disclosure of information on annual Shareholders’ General Meetings
a/ At least 10 days before opening a Shareholders’ General Meeting, a public company shall disclose that meeting on its website and the websites of the State Securities Commission and Stock Exchange (in case of listed or registered-for-trading institutions), providing links to all documents of the meeting, including invitation to the meeting, form of power of attorney for authorized meeting participants, agenda, vote, list of and detailed information about candidates in case of election of members of the Supervisory Board or Board of Directors; and documents for reference serving as a basis for adopting decisions and draft resolutions on issues on the agenda;
Documents of the Shareholders’ General Meeting shall be published and updated with modifications and supplementations (if any) until the end of the meeting;
b/ In case of unsuccessful organization of the first Shareholders’ General Meeting, a public company shall disclose the agenda and scheduled time for organizing a subsequent meeting, continue posting and enable shareholders to download documents of the Shareholders’ General Meeting under Point a of this Clause until it successfully organizes the Shareholders’ General Meeting. The time for organizing a subsequent meeting must comply with the law on enterprises;
c/ Minutes and resolutions of annual Shareholders’ General Meetings shall be disclosed under Point c, Clause 1, Article 9 of this Circular.
4. Disclosure of information on securities offering and reports on capital use
a/ A public company conducting private placement or public offering of securities shall disclose information under the regulations on securities offering;
b/ In case of raising capital for implementation of an investment project, once every 6 months after the completion of an offering until the completion of the project or until the disbursement of the raised capital amount, a public company shall report to the State Securities Commission and disclose information on the use of capital raised through the offering. In case of changing contents of the capital use plan and capital use purpose, within 10 days after deciding on such change, the issuing institution shall report to the State Securities Commission and disclose the changed contents on its website. All changes shall be reported once again at the nearest Shareholders’ General Meeting.
An issuing institution shall disclose a report on capital use certified by an audit firm at the Shareholders’ General Meeting or explain in detail the use of capital raised through the offering in the audited annual financial statement. This provision is not applicable to public companies that offer stocks for swap of debts, shares or capital contributions.
5. Disclosure of information on foreign holding rate
A public company shall disclose information on the limit rate of foreign holding of its shares and changes related to such holding rate on its website and the website of the Stock Exchange and Vietnam Securities Depository in accordance with the provisions of the securities law guiding foreign investment activities on the Vietnamese securities market.
Article 9.Extraordinary disclosure of information
1. A public company shall conduct an extraordinary disclosure of information within 24 hours after the occurrence of any of the following events:
a/ Its bank account is frozen or its frozen bank account is permitted to resume after being frozen, unless this account is frozen at the request of the company;
b/ It suspends some or all of its business operations; it adds or reduces one or several investment or business lines; its enterprise registration certificate or establishment and operation license or operation license is suspended or revoked; it changes information in the prospectus after the State Securities Commission grants an offering registration certificate;
c/ A decision of the Shareholders’ General Meeting (enclosed with a resolution of the Shareholders’ General Meeting, meeting minutes or vote count record (in case of collecting written opinions of shareholders)) is adopted. In case the Shareholders’ General Meeting adopts the delisting, the company shall disclose information on the delisting together with the votes for adoption of shareholders other than major shareholders;
d/ There is a decision to purchase or sell treasury stocks; date of exercising the stock warrants of bond owners associated with the stock warrants or date of conversion of convertible bonds into stocks; there is a decision on overseas offering of securities and decisions related to the securities offering as prescribed in the Law on Enterprises;
dd/ There is a decision on dividends, form and time of dividend payment, or a decision on stock split-up or split-down;
e/ There is a decision on enterprise reorganization (division, split up, merger or consolidation) or dissolution; renaming of the company or change of the company seal; relocation, establishment or shutdown of the head office, a branch or representative office; modification or supplementation of the charter; strategy, medium-term development plans and annual business plans of the company;
g/ There is a decision to change the accounting period and applicable accounting policies (except the change of applicable accounting policies due to regulation change); a notification that an audit firm has signed a contract to audit annual financial statements or the audit firm is changed (after an audit contract is signed); the audit firm refuses to audit a financial statement of the company; results of retrospective adjustment of a financial statement are obtained (if any); opinions other than acceptance of the whole financial statement by the auditor;
h/ There is a decision to contribute capital for the establishment of, or purchase shares to increase holding in, a company, making such company become a subsidiary, joint venture or affiliated company, or sell shares to reduce holding in a subsidiary, joint venture or affiliated company, or dissolve a subsidiary, joint venture or affiliated company; close or open a branch, factory or representative office;
i/ There is a decision of the Shareholders’ General Meeting or Board of Directors to approve a contract or transaction between the company and an internal or affiliated person;
k/ There is a decision to issue convertible bonds or preferred stocks;
l/ The amount of outstanding voting stocks is changed. In this case, the time of information disclosure is as follows:
In case the company additionally issues stocks, the time of information disclosure is when the company reports to the State Securities Commission on the issuance result under the regulations on securities issuance;
In case the company trades in treasury stocks, the time of information disclosure is when the company reports on the treasury stock trading result under the regulations on treasury stock trading;
In case the company redeems stocks from its employees under the program of employee selection, or redeems its odd stocks through securities companies, or the securities company redeems its own stocks at the request of customers or for correcting trading errors, the company shall disclose information within the first 10 days of the month based on completed transactions and updated to the date of information disclosure.
m/ The modified or supplemented enterprise registration certificate or establishment and operation license or operation license of the company is received;
n/ The company changes, appoints, re-appoints or dismisses an internal person. Within 3 working days from the date of disclosure of information on the change, appointment, reappointment or dismissal of an internal person, the company shall send to the State Securities Commission and Stock Exchange where it is listed or registered for trading an information sheet of the new internal person (if any) according to Appendix 3 to this Circular;
o/ A decision on institution of a criminal case, detention or examination of penal liability of an internal person of the company is received;
p/ A court judgment or decision related to the operation of the company or a conclusion of the tax agency on the company’s violation of the tax law is received;
q/ There is a decision to borrow or issue bonds, increasing the total value of loans of the company to at least 30% of the equity capital stated in the latest audited annual financial statement or latest examined biannual financial statement.
In case the total value of loans of the company accounts for at least 30% of the equity capital stated in the latest audited annual financial statement or latest examined biannual financial statement, the company shall disclose information on decisions to additionally borrow or issue bonds of a value equal to at least 10% of the equity capital according to the latest audited annual financial statement or latest examined biannual financial statement.
r/ The company is notified by a court that it has accepted the petition for opening of enterprise bankruptcy procedures;
s/ Another event occurs, greatly affecting the production or business operation or administration of the company.
2. Disclosure of information on an extraordinary Shareholders’ General Meeting or adoption of a resolution of the Shareholders’ General Meeting in the form of collecting written opinions of shareholders:
a/ The disclosure of information on an extraordinary Shareholders’ General Meeting must comply with Clause 3, Article 8 of this Circular;
b/ In case of collecting written opinions of the Shareholders’ General Meeting, at least 10 days before the deadline for re-sending the questionnaire, the public company shall disclose the questionnaire, draft resolution of the Shareholders’ General Meeting and documents explaining the draft resolution on its website, and concurrently send them to all shareholders.
3. Upon disclosing information under Clause 1 of this Article, the public company shall clearly describe the event that has occurred, its cause and remedies (if any).
4. Disclosure of information relating to the last day of registration for existing shareholders to exercise their rights.
The public company shall report on and submit all documents serving as a legal basis for the projected last day of registration for existing shareholders to exercise their rights to the Vietnam Securities Depository and Stock Exchange (in case it is a listed or registered-for-trading institution) and report such to the State Securities Commission, and disclose information at least 10 days before the projected last day.
5. Disclosure of information in other special cases:
a/ After changing the accounting period, the public company shall disclose its audited financial statement for the changed accounting period in accordance with the law on enterprise accounting within 10 days after the audit firm signs the auditor’s report;
b/ After completing the enterprise ownership transformation, the public company shall disclose its audited financial statement for the accounting period after the transformation in accordance with the law on enterprise accounting within 10 days after the audit firm signs the auditor’s report;
c/ After the division, split up or merger, the public company being the divided, split up or merged enterprise shall disclose its audited financial statement for the accounting period after the division, split up or merger in accordance with the law on enterprise accounting within 10 days after the audit firm signs the auditor’s report.
Article 10.Disclosure of information upon request
1. A public company shall disclose information within 24 hours after receiving a request of the State Securities Commission or Stock Exchange where it is listed or registered for trading upon the occurrence of any of the following events:
a/ An event that seriously affects lawful interests of investors;
b/ There is an information relating to the company which greatly affects the securities price and needs confirmation.
2. Information disclosed upon request must clearly describe the event on which information is requested by the State Securities Commission or Stock Exchange to be disclosed; the cause and truthfulness of that event and remedies (if any).
Chapter III
INFORMATION DISCLOSURE BY LISTED INSTITUTIONS AND LARGE-SIZED PUBLIC COMPANIES
Article 11.Regular information disclosure
1. A listed institution or large-sized public company shall disclose its annual financial statements audited by an accredited audit firm that audits public-utility units in the field of securities, and disclose other contents under Article 8 of this Circular.
2. A listed institution or large-sized public company shall disclose its biannual financial statements examined by an accredited audit firm that audits public-utility units in the field of securities.
a/ A biannual financial statement must be a mid-accounting period financial statement in full text according to the accounting standard “Mid-accounting period financial statement”, presenting financial figures in the first half of the fiscal year, and made under Point a, Clause 1, Article 8 of this Circular. A biannual financial statement shall be examined according to the standard on examination of financial statements. The full text of a biannual financial statement shall be disclosed and enclosed with auditor’s opinions and the company’s explanatory notes in case the examined biannual financial statement is concluded as unsatisfactory by the auditor;
b/ Time limit for disclosure of biannual financial statements:
A listed institution or large-sized public company shall disclose an examined biannual financial statement within 5 days after the audit firm signs an examination report and 45 days after the end of the first half of the fiscal year.
In case a listed institution or large-sized public company cannot disclose a biannual financial statement within the above time limit because it has to make a consolidated or general biannual financial statement; or its subsidiary or associated companies also have to make examined, consolidated or general biannual financial statements, the State Securities Commission shall consider extending the time limit for disclosure of biannual financial statements upon receiving a written request of the company, for no more than 60 days after the end of the first half of the fiscal year under relevant regulations.
3. A listed institution or large-sized public company shall disclose quarterly financial statements or examined quarterly financial statements (if any).
a/ A quarterly financial statement must be a mid-accounting period financial statement in full text according to the accounting standard “Mid-accounting period financial statement,” made under Point a, Clause 1, Article 8 of this Circular. The full text of a quarterly financial statement or an examined quarterly financial statement (if any) shall be disclosed and enclosed with auditor’s opinions and the company’s explanatory notes in case the examined quarterly financial statement is concluded as unsatisfactory by the auditor;
b/ Time limit for disclosure of quarterly financial statements:
A listed institution or large-sized public company shall disclose a quarterly financial statement within 20 days after the end of the quarter. A listed institution or large-sized public company shall disclose an examined quarterly financial statement (if any) within 5 days after the audit firm signs an examination report.
In case a listed institution or large-sized public company cannot disclose a quarterly financial statement within the above time limit because it has to make a consolidated or general quarterly financial statement; or its subsidiary or associated companies also have to make consolidated or general quarterly financial statements, the State Securities Commission shall consider extending the time limit for disclosure of quarterly financial statements upon receiving a written request of the company for no more than 30 days after the end of the quarter under relevant regulations.
4. When disclosing information in financial statements specified in Clauses 1, 2 and 3 of this Article, a listed institution or large-sized public company shall concurrently explain the cause of any of the following occurrences:
a/ The after-corporate income tax profit in the report on business results of the disclosing period changes by at least 10% compared to the report for the same period last year;
b/ The after-tax profit in the reporting period is negative; or the profit of the last period is carried forward to offset the loss in the current period or vice versa;
c/ Business operation figures and results accumulated from the beginning of the year stated in the report on business results in the second quarter’s disclosed financial statement or in the fourth quarter’s disclosed financial statement are at least 5% different from those stated in the examined biannual financial statement or audited annual financial statement; or loss-making results change to profitable results or vice versa;
d/ Business operation figures and results stated in the report on business results in a reporting period see a difference of at least 5% between the pre-audit and post-audit ones or pre-examination and post-examination ones.
5. In case a listed institution or large-sized public company has subsidiary or associated companies or dependent accounting units, it shall explain causes of events specified in Clause 4 of this Article based on both financial statements of these companies and the consolidated or general financial statement.
6. Once every six months and a year, a listed institution shall disclose information on corporate governance reports according to Appendix 5 to this Circular. The time limit for disclosure of a corporate governance report is 30 days after the end of the reporting period.
Article 12.Extraordinary disclosure of information
A listed institution or large-sized public company shall extraordinarily disclose information within 24 hours in the cases specified in Article 9 of this Circular upon the occurrence of any of the following events:
1. The equity capital contribution decreases by at least 10% or the total assets decrease by at least 10% as stated in the latest audited annual financial statement or latest examined biannual financial statement.
2. There is a decision on increase or reduction of the charter capital; a decision on contribution of investment capital to an institution or a project, borrowing or lending or another transaction valued at 10% or more of total assets of the company as stated in the latest audited annual financial statement or latest examined biannual financial statement; a decision on contribution of capital valued at 50% or more of the charter capital of an institution (determined according to the charter capital of the contribution-receiving institution before the contribution); a decision on purchase or sale of assets valued at 15% or more of total assets of the company calculated in the latest audited annual financial statement or latest examined biannual financial statement.
3. The company’s listing is approved or it is delisted on a foreign stock exchange.
Article 13.Disclosure of information upon request
Listed institutions and large-sized public companies shall disclose information upon request under Article 10 of this Circular.
Article 14.Time of commencement and termination of information disclosure by large-sized public companies
1. A large-sized public company shall start performing its information disclosure obligation under this Circular from the time when its name appears on the list of large-sized public companies announced by the Vietnam Securities Depository.
2. Within 1 year after it is no longer a large-sized public company on the list announced by the Vietnam Securities Depository, a public company shall continue performing its information disclosure obligation under this Circular’s provisions applicable to large-sized public companies.
Chapter IV
INFORMATION DISCLOSURE BY INSTITUTIONS LISTING CORPORATE BONDS AND INSTITUTIONS OFFERING CORPORATE BONDS TO THE PUBLIC
Article 15.Information disclosure by institutions listing corporate bonds
1. Institutions listing corporate bonds which are public companies shall disclose information under Articles 11, 12 and 13 of this Circular.
2. Institutions listing corporate bonds other than those mentioned in Clause 1 of this Article shall disclose information as follows:
a/ They shall disclose annual financial statements and annual reports under Clauses 1 and 2, Article 8 of this Circular;
b/ They shall extraordinarily disclose information under Article 12 of this Circular (the Members’ Council instead of the Board of Directors, for limited liability companies);
c/ They shall disclose information upon request under Article 10 of this Circular.
Article 16.Information disclosure by institutions offering corporate bonds to the public
1. Institutions that offer corporate bonds to the public shall disclose information on the offering under the regulations on public offering of bonds.
2. An institution that offers corporate bonds to the public shall perform the information disclosure obligation from the time when the public offering of bonds is completed to the time when bond payment is completed, specifically as follows:
a/ It shall regularly disclose annual financial statements and annual reports under Clauses 1 and 2, Article 8 of this Circular.
In case of public offering of bonds to raise capital for an investment project, once every 6 months after the completion of the offering until the completion of the project or the full disbursement of the raised capital, the bond-issuing institution shall disclose information on the use of capital raised through the offering within 5 working days after the end of the reporting period (of 6 months). The bond-issuing institution shall disclose a report on capital use certified by an audit firm at the Shareholders General Meeting, or explain in detail the use of capital raised through the offering in the audited annual financial statement;
b/ It shall extraordinarily disclose information under Points a, b, e, h and r, Clause 1, Article 9 of this Circular, and clearly state the event that has occurred, its cause and remedies (if any).
In case of a change in the capital use purpose compared to that stated in the prospectus, the bond-issuing institution shall disclose information on the reason for the change and decision and resolution of the Board of Directors and Shareholders’ General Meeting (for joint-stock companies) or decision of the Members’ Council or owner of the company (for limited liability companies) on the change within 24 hours after such decision is made;
c/ In case of non-compulsory issuance of convertible bonds, the issuing institution shall send a notice to every bond owner and disclose information on the time, conversion rate, price and place of conversion registration at least 1 month before the date of bond conversion;
d/ It shall disclose information upon request under Article 10 of this Circular.
Chapter V
INFORMATION DISCLOSURE BY SECURITIES COMPANIES, FUND MANAGEMENT COMPANIES AND VIETNAM-BASED BRANCHES OF FOREIGN FUND MANAGEMENT COMPANIES
Article 17.Regular information disclosure
1. A securities company, fund management company or Vietnam-based branch of a foreign fund management company shall regularly disclose information under Clauses 1, 2, 3, 4 and 5, Article 11 of this Circular (in case the securities company or fund management company is a limited liability company, information on the meeting of the Members’ Council, instead of the Shareholders General Meeting or Board of Directors, shall be disclosed).
2. A securities company, fund management or Vietnam-based branch of a foreign fund management company shall disclose the capital adequacy ratio on June 30, which has been examined, and on December 31, which has been audited by an accredited audit firm that audits public-utility units in the field of securities, simultaneously with disclosing its examined biannual financial statement and audited annual financial statement.
Article 18.Extraordinary information disclosure
1. A securities company, fund management company being a joint-stock company or Vietnam-based branch of a foreign fund management company shall extraordinarily disclose information within 24 hours after the occurrence of any of the events specified in Article 12 of this Circular and when:
a/ It receives a decision of the State Securities Commission on the sanctioning of an administrative violation in the field of securities and securities market of the company or its securities practitioner; the general director, deputy general director, or director, deputy director of the securities company or fund management company has his/her securities practice certificate revoked;
b/ It receives a decision of the State Securities Commission on placement of the company under control or special control or termination of control or special control of the company; termination, suspension or resumption of operation;
c/ There is a transfer of shares or capital contributions for an entity to become a shareholder or capital-contributing member holding at least 10% of the paid-up charter capital of the securities company that is not a public company; a transaction leading to a shareholding or capital contribution change equal to at least 10% of the charter capital or a transaction making the holding rate of a shareholder or capital-contributing member exceed or fall below 10%, 25% , 50% or 75% of the charter capital of the fund management company that is not a public company;
d/ It receives a decision of the State Securities Commission approving the closure or establishment of a representative office, branch or transaction office at home or abroad.
2. A securities company or fund management company being a limited liability company shall extraordinarily disclose information within 24 hours after the occurrence of any of the events specified at Points a, b, c, e, g, h, m, n, o, p, q, r and s, Clause 1, Article 9; Clauses 1, 2 and 3, Article 12 of this Circular, and Points a, b, c and d, Clause 1 of this Article (information on the meeting of the Members’ Council instead of the Shareholders General Meeting or Board of Directors, shall be disclosed).
3. When disclosing information under Clauses 1 and 2 of this Article, securities companies, fund management companies and Vietnam-based branches of foreign fund management companies shall clearly describe events which have occurred, their causes and remedies (if any).
Article 19.Information disclosure upon request
1. A securities company, fund management company or Vietnam-based branch of a foreign fund management company shall disclose information within 24 hours after receiving a request of the State Securities Commission or Stock Exchange when there is information relating to it that seriously affects lawful interests of investors.
2. Information disclosed under Clause 1 of this Article must clearly describe events requested by the State Securities Commission and Stock Exchange to be disclosed, causes and truthfulness thereof and remedies (if any).
Article 20.Disclosure of other information of securities companies, fund management companies and Vietnam-based branches of foreign fund management companies
1. A securities company shall disclose at its head office, branches and transaction offices information relating to trading methods, order placement, margin, payment time, trading charge, services to be provided, and list of its securities practitioners. In case of providing margin trading services, securities companies shall notify service provision conditions, including requirements on margin ratio, loan interest rate and term, method of executing remargining orders, and portfolios subject to margin trading.
2. Before executing orders for mortgage-release sale of margin securities or sale of mortgage-backed securities, a securities company shall notify its clients of the mortgage-release sale of securities or sale of mortgage-backed securities, and concurrently disclose such information on its website (in case of sale of securities of clients that are internal persons and affiliated persons of internal persons). Once a transaction is completed, the securities company shall notify the transaction result to the client at the end of the trading day at the latest so that the client performs the reporting and information disclosure obligation in accordance with law.
3. Unless entrusted by clients to hold stocks or fund certificates, a fund management company or branch of a foreign fund management company shall perform the information disclosure obligation applicable to major shareholders when all stocks held by the fund management company or investment funds managed by the company and investment portfolios of entrusting clients or when stocks held by the Vietnam-based branch, holding company and entrusting clients (for branches of foreign fund management companies) account for at least 5% of total outstanding voting stocks of an issuing institution or when it holds at least 5% of fund certificates of a closed fund under Article 26 of this Circular and regulations on operation of securities investment fund management companies and Vietnam-based branches of foreign fund management companies.
4. A fund management company or Vietnam-based branch of a foreign fund management company shall report and disclose information relating to securities trading on behalf of its clients when acting as holders of entrusted assets of clients in case such clients are obliged to disclose information. In case clients act as holders of entrusted assets, they shall perform the holding reporting and information disclosure obligation in accordance with law.
Chapter VI
INFORMATION DISCLOSURE BY PUBLIC FUNDS AND PUBLIC SECURITIES INVESTMENT COMPANIES
Article 21. Regular disclosure of information on public funds
1. Regular disclosure of information on open-end funds, including also exchange-traded funds
a/ Financial statements
A fund management company shall regularly disclose annual financial statements audited by an accredited audit firm that audits public-utility units in the field of securities, auditor-examined biannual financial statements and quarterly financial statements of funds. Contents of financial statements must comply with accounting regulations applicable to relevant funds. The time limit for submitting financial statements must comply with Clauses 1, 2 and 3, Article 11 of this Circular.
b/ Reports on investment activities
A fund management company shall report and disclose monthly, quarterly and annual reports on investment activities of funds under the regulations on establishment and management of securities investment funds;
c/ Reports on net asset value change
A fund management company shall disclose weekly reports on change of net asset value of funds under the regulations on establishment and management of securities investment funds;
d/ Reports reviewing fund management activities
A fund management company shall regularly disclose biannual and annual reports reviewing fund management activities under the regulations on establishment and management of securities investment funds.
2. Regular disclosure of information on closed funds
A fund management company shall regularly disclose financial statements, reports on investment activities and reports on change of net asset value of closed funds under Points a, b and c, Clause 1 of this Article.
3. Regular disclosure of information on real estate investment funds and real estate securities investment companies
A fund management company shall regularly disclose financial statements, reports on investment activities, reports on change of net asset value, and reports reviewing fund management activities of real estate investment funds and real estate securities investment companies under Points a, b, c and d, Clause 1 of this Article.
4. A fund management company shall disclose information relating to the Investors’ General Meeting of public funds under the provisions applicable to Shareholders’ General Meeting of public companies in Clause 3, Article 8 of this Circular.
5. In addition to complying with Clauses 1, 2, 3 and 4 of this Article, a fund management company shall perform other information disclosure obligations of securities investment funds under the regulations on establishment and management of securities investment funds.
6. Except for financial statements mentioned in Clause 1 of this Article, the deadlines and time limits for regular disclosure of other information of public funds are as follows:
a/ For information to be disclosed on a weekly basis: The deadline for disclosure of a week’s information is the first working day of the next week. A report on net asset value change shall be disclosed within 3 working days after the date of valuation;
b/ For information to be disclosed on a monthly basis: The time limit for disclosure of a month’s information is 5 working days after the end of the month;
c/ For information to be disclosed on a quarterly basis: The time limit for disclosure of a quarter’s information is 20 days after the end of the quarter;
d/ For information to be disclosed on a biannual basis: The time limit for disclosure of the first six months’ information is 45 days after the end of the first six months;
dd/ For information to be disclosed on an annual basis: The time limit for disclosure of a year’s information is 90 days after the end of the year.
Article 22.Extraordinary disclosure of information on public funds
1. A fund management company shall extraordinarily disclose information within 24 hours after the occurrence of any of the following events to a public fund:
a/ It is granted a certificate of public offering of fund certificates;
b/ It is granted a fund establishment registration certificate or a decision to modify the fund establishment registration certificate;
c/ There is a decision to change the charter capital of the closed fund;
d/ The offering of fund certificates is suspended or terminated; the public fund’s offering is unsuccessful;
dd/ The fund charter or prospectus is amended or supplemented;
e/ There is a decision to institute a criminal case against, detain or examine penal liability of an internal person of the public fund;
g/ An internal person of the public fund is changed, appointed, re-appointed or dismissed;
Within 3 working days after disclosing information on the change, appointment, re-appointment or dismissal of an internal person of a public fund, a fund management company shall send to the State Securities Commission and Stock Exchange where fund certificates are listed an information sheet of the new internal person, made according to the form provided in Appendix 3 to this Circular.
h/ The last registration day and day of exercise of the rights of the fund’s investors are disclosed;
i/ There is a decision on consolidation, merger, division, split-up, extension of operation duration or liquidation of assets of a public fund;
k/ Net assets of a public fund are incorrectly valued;
l/ The supervisory bank or fund management company; a fund founding member or market creating institution (for exchange-traded funds) is changed;
m/ Deviation of the investment portfolio of a public fund is adjusted;
n/ Exchange trading is suspended or deviation from reference indexes exceeds the permitted level (for exchange-traded funds);
o/ The cases specified at Points a, dd, g and p, Clause 1, Article 9 of this Circular.
2. A fund management company shall disclose information on the extraordinary Investors’ General Meeting or collection of written opinions of the Investors’ General Meeting under Clause 2, Article 9 of this Circular.
3. A fund management company shall extraordinarily disclose other information on public funds under the Ministry of Finance’s regulations guiding the establishment, organization of operation and management of securities investment funds.
4. When disclosing information about an event specified in Clause 1, 2 or 3 of this Article, a fund management company shall clearly describe the event, its cause, remediation plan and remedies (if any).
Article 23.Regular disclosure of information on public securities investment companies
1. Financial statements
A fund management company shall disclose annual financial statements audited by an accredited audit firm that audits public-utility units in the field of securities, biannual financial statements and quarterly financial statements of securities investment companies under Article 11 of this Circular.
2. Reports on investment activities
A fund management company shall disclose monthly, quarterly and annual reports on investment activities of securities investment companies under regulations on establishment and management of securities investment companies.
3. Reports on net asset value change
A fund management company shall disclose weekly reports on change of net asset value of securities investment companies under regulations on establishment and management of securities investment companies.
4. Reports reviewing the management of public securities investment companies
A fund management company shall regularly disclose biannual and annual reports reviewing the management of securities investment companies under regulations on establishment and management of securities investment companies.
5. A fund management company shall disclose information on the Shareholders’ General Meeting of public securities investment companies under Clause 3, Article 8 of this Circular.
6. The time limit for regular disclose of information on public securities investment companies must comply with Clause 6, Article 21 of this Circular.
Article 24.Extraordinary disclosure of information on public securities investment companies
1. A fund management company shall extraordinarily disclose information within 24 hours after the occurrence of any of the following events to a public securities investment company:
a/ There is a decision on offering or issuance of stocks of the public securities investment company; it is granted a certificate of public offering of stocks, certificate of registration for additional issuance of stocks, establishment and operation license, or modified establishment and operation license of the company;
b/ There is a decision to increase or reduce the charter capital;
c/ The offering of stocks of the public securities investment company is suspended or cancelled;
d/ There is a decision on consolidation, merger, dissolution, extension of operation duration or liquidation of assets of the securities investment company; the establishment and operation license of the securities investment company is revoked;
dd/ Net assets of the public securities investment company are incorrectly valued;
e/ The charter or prospectus of the public securities investment company is revised;
g/ Trading in stocks of the public securities investment company is suspended;
h/ The company is renamed; the fund management company or supervisory bank is changed;
i/ Disparity of the investment portfolio of the company is adjusted;
k/ Another event that may seriously affect the financial capacity and operation of the company occurs;
l/ The cases specified at Points a, dd, g, i, n, o and p, Clause 1, Article 9 of this Circular.
2. A fund management company shall disclose information on the extraordinary Shareholders’ General Meeting or adoption of a resolution of the Shareholders’ General Meeting in the form of collection of written opinions of shareholders of the public securities investment company under Clause 2, Article 9 of this Circular.
3. A fund management company shall extraordinarily disclose other information on public securities investment companies under the Ministry of Finance’s regulations guiding the establishment, organization of operation and management of securities investment companies.
Article 25.Disclosure of information on public funds and public securities investment companies upon request
1. A fund management company shall disclose information relating to a public fund or public securities investment company within 24 hours after receiving a request of the State Securities Commission or Stock Exchange upon the occurrence of any of the events specified in Clause 1, Article 10 of this Circular and in the following cases:
a/ There is an abnormal change in the price and traded quantity of certificates of a closed fund, real estate investment fund or exchange-traded fund, or stocks of a public securities investment company;
b/ Other events, upon request by the State Securities Commission or Stock Exchange.
2. A fund management company shall disclose information upon request by the State Securities Commission or Stock Exchange where a fund is listed, clearly stating the event requested to be disclosed, its cause and truthfulness.
Chapter VII
DISCLOSURE OF INFORMATION OF
OTHER ENTITIES
Article 26.Disclosure of information on holding of stocks or fund certificates by major shareholders and investors holding at least 5% of certificates of closed funds
1. An institution or individual or a group of affiliated persons that holds at least 5% of outstanding voting stocks of a public company or public securities investment company, or an investor that owns at least 5% of certificates of a closed public fund; or when it/he/she is no longer a major shareholder or no longer owns at least 5% of certificates of a closed public fund, shall disclose information and report on stock or closed fund certificate trading to the public company, fund management company, the State Securities Commission and Stock Exchange (for stocks listed or registered for trading and closed fund certificates) according to the form provided in Appendix 6 to this Circular within 7 days after it/he/she becomes or is no longer a major shareholder or owns no longer at least 5% of certificates of a closed fund.
2. A major shareholder or group of affiliated persons that holds at least 5% of outstanding voting stocks or a public company or public securities investment company, or an investor that owns at least 5% of certificates of a closed fund and sees an increase or a decrease in the stock or closed fund certificate holding exceeding 1% (including the case of donation, inheritance, transfer or receipt of donated, inherited or transferred stock warrants…) shall disclose information and report on such change to the State Securities Commission and Stock Exchange (for stocks listed or registered for trading and closed fund certificates), and the public company or public securities investment company within 7 days after the occurrence of such change according to the form provided in Appendix 7 to this Circular.
For example: Investor A holds 5.2% of outstanding voting stocks of listed institution X. On day T, he places an order for purchase of stocks to increase his stock X holding from 5.2% to 5.7%. Subsequently, on day T’, he continues to place a purchase order to increase the stock X holding from 5.7% to 6.1%. The transaction on day T’ has made his stock X holding rate exceed 6%. Therefore, within 7 days after the payment for the securities transaction is completed, he shall disclose information and report to company X, the State Securities Commission and Stock Exchange on the change in his stock holding rate.
3. The time of starting and ending the holding of at least 5% of stocks or closed fund certificates or time of a change in the stock or closed fund certificate holding rate exceeding 1% as prescribed in Clauses 1 and 2 of this Article shall be counted from the time when the securities transaction is completed under Clause 14, Article 2 of this Circular.
4. Clauses 1 and 2 of this Article are not applicable to the case of a change in the outstanding voting stock holding rate due to treasury stock trading or additional issuance of stocks by the public company.
5. A public company or fund management company shall disclose information on its website within 3 working days after receiving a report on the change in the stock holding rate or stock or fund certificate warrants of the entities specified in this Article.
Article 27.Disclosure of information on transactions of founding shareholders during the period of transfer restriction
1. At least 3 working days before conducting a transaction, a founding shareholder that holds stocks subject to transfer restriction under the law on enterprises shall send a report to the State Securities Commission, Stock Exchange (for stocks listed or registered for trading), Vietnam Securities Depository and the public company on the transaction according to the form provided in Appendix 8 to this Circular. 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.
2. Within 3 working days after the completion of a transaction (in case the transaction is completed before the registered deadline) or the expiration of the scheduled time limit for conducting a transaction, a founding shareholder conducting such transaction shall report to the State Securities Commission, Stock Exchange (for stocks listed or registered for trading), Vietnam Securities Depository and the public company on the transaction result and concurrently explain the failure to conduct the transaction or to trade in the whole registered volume (if any) according to the form provided in Appendix 9 to this Circular.
3. Within 3 working days after receiving a report on a change in the stock holding rate of a founding shareholder under this Article, the public company shall disclose such report on its website.
Article 28.Disclosure of information on transactions conducted by internal persons of public companies or public funds and affiliated persons of internal persons
1. At least 3 working days before conducting a transaction, an internal person of a public company or public fund and his/her affiliated persons shall disclose information and report to the State Securities Commission, Stock Exchange (for stocks listed or registered for trading and public fund certificates), public company or fund management company on the scheduled transaction in stocks, stock warrants, convertible bonds, bond warrants of a public company or public securities investment company or certificates or certificate warrants of a public fund, including transfer not through the trading system of the Stock Exchange (donation, inheritance, transfer or receipt of donated, inherited or transferred stocks, fund certificates, convertible bonds or stock, fund certificate or bond warrants) according to the form provided in Appendix 10 or 11 to this Circular. The time limit for conducting a transaction is 30 days after the registered trading date and the first trading session may only start 24 hours after the information disclosure by the Stock Exchange.
An internal person of a public company or public fund and his/her affiliated persons may not concurrently register to purchase and sell stocks, stock warrants, convertible bonds, bond warrants of a public company, or certificates or certificate warrants of a public fund at the time of registration and shall conduct a transaction within the registered time limit and with the registered volume.
2. Within 3 working days after the completion of a transaction (in case the transaction is completed before the registered deadline) or the expiration of the scheduled time limit for conducting a transaction, an internal person of a public fund and his/her affiliated persons shall report on the transaction result to the State Securities Commission, Stock Exchange (for stocks listed or registered for trading and public fund certificates) and public company or fund management company, and concurrently explain the failure to conduct the transaction or to trade in the whole registered volume (if any) according to the form provided in Appendix 12 or 13 to this Circular.
Internal persons and their affiliated persons may register and conduct subsequent transactions only after reporting on the completion of the previous transaction.
3. In case a trading registrant, after making registration, is no longer an internal person of a public company or public fund or an affiliated person of an internal person, he/she shall still report and disclose information under Clauses 1 and 2 of this Article.
4. In case internal persons of a public company or public fund or their affiliated persons are concurrently major shareholders or investors holding at least 5% of public fund certificates, they shall only perform the information disclosure obligation applicable to internal persons and affiliated persons.
5. In case a securities company is an affiliated person of an internal person of a listed or registered-for-trading institution or an affiliated person of an internal person of a listed public fund, when correcting a trading error of listed or registered-for-trading stocks or listed fund certificates, the company shall report to the State Securities Commission, Stock Exchange, and listed or registered-for-trading institution or fund management company within 24 hours after the error correction.
6. In case the holding company or a political or socio-political organization (trade union, youth union…) of a public company conducts a transaction in stocks, stock warrants, convertible bonds or bond warrants of the public company, it shall perform the information disclosure obligation applicable to internal persons under Clauses 1, 2 and 3 of this Article.
7. Within 3 working days after receiving a report related to a transaction in stocks, stock warrants, convertible bonds, bond warrants, closed fund certificates or closed fund certificate warrants of an internal person and his/her affiliated persons under this Article, a public company or fund management company shall disclose such report on its website.
Article 29.Disclosure of information on transactions on swap of exchange-traded fund certificates for underlying stocks
1. In an swap transaction, an exchange-traded fund shall be exempted from the information disclosure obligation of major shareholders, internal persons and affiliated persons under Articles 26 and 28 of this Circular.
2. Within 3 working days after the completion of a swap transaction, if the swappers are internal persons of listed institutions and their affiliated persons, they shall disclose information relating to transactions of internal persons under Clause 2, Article 28 of this Circular.
3. Within 7 days after the completion of a swap transaction, the swappers shall disclose information relating to the change in listed stock holding rate if they fall into the cases applicable to major shareholders of listed institutions under Article 26 of this Circular.
4. Within 3 working days after receiving a report on a swap transaction of internal persons, their affiliated persons and major shareholders of the company under Clauses 2 and 3 of this Article, a listed institution shall disclose such report on its website.
Article 30.Disclosure of information on public bids
Institutions and individuals that make public bids and public companies targeted by public bids shall disclose information in accordance with the Securities Law and guiding documents.
Article 31.Disclosure of information on treasury stock transactions
A company trading in treasury stocks shall disclose information in accordance with the Securities Law and guiding documents.
In case a company redeems its own stocks and its book total assets decrease by more than 10% after it fully pays for the redeemed stocks, it shall notify such to all creditors and disclose information within 15 days after completing the payment for redemption.
Chapter VIII
INFORMATION DISCLOSURE BY THE VIETNAM SECURITIES DEPOSITORY
Article 32.Information to be disclosed by the Vietnam Securities Depository
1. The Vietnam Securities Depository shall disclose information within 24 hours after the occurrence of any of the following events:
a/ Information on the grant, revocation or modification of the depository member certificate, depository member branch certificate and clearing member certificate;
b/ Information on the grant of initial securities registration certificate, modified securities registration certificate and additional securities registration certificate; information on securities delisting;
c/ Information on the preservation of domestic securities identification numbers;
d/ Information on the grant and revocation of trading codes for foreign investors;
dd/ Information on the exercise of rights to securities registered at the Vietnam Securities Depository;
e/ Information on transfers permitted by the State Securities Commission to be conducted outside the trading system of the Stock Exchange;
g/ Information on the handling of violations of depository members and clearing members subject to reprimand or harsher sanctions;
h/ Information on clearing members that are insolvent; information on suspension or termination of the capacity of clearing members;
i/ Information on the handling of cases of insolvency subject to the payment security measures and risk prevention mechanism are applied;
k/ Information onforce majeureincidents of the clearing payment system;
l/ Information on foreign investors’ holding in public companies, listed and registered-for-trading institutions; information on the volume of stocks which foreign investors may still purchase from public companies and listed and registered-for-trading institutions;
m/ Information to be disclosed at the request of the State Securities Commission.
2. The Vietnam Securities Depository shall disclose information at least 30 days before applying or changing the position limit of clearing members after it is approved by the State Securities Commission.
3. On a monthly, quarterly or annual basis, within 10 days after the end of a reporting period, the Vietnam Securities Depository shall disclose the following information:
a/ Number of trading accounts of domestic and foreign investors;
b/ Information on the grant and revocation of trading codes for foreign investors;
c/ Information on the management and use of clearing fund and payment risk provision for derivatives trading;
d/ Information on the management and use of payment support fund.
4. Within 3 working days after the year end, the Vietnam Securities Depository shall disclose information and report to the State Securities Commission, and concurrently send the list of large-sized public companies to the Stock Exchange.
5. Within 3 working days after it becomes a member or is no longer a member of an international organization on securities market or signs an action program or international commitment on development of securities market, the Vietnam Securities Depository shall disclose information on such change or activity.
Chapter IX
INFORMATION DISCLOSURE BY
THE STOCK EXCHANGE
Article 33.Information on securities trading at the Stock Exchange
1. Information to be disclosed during trading hours
a/ Total number of types of securities permitted for trading;
b/ Reference prices, ceiling and floor prices, opening and closing prices of every trading day, exercise prices, proposed prices (in case of periodical order matching), levels and symbols of price fluctuations of each type of securities, average price of securities (for Upcom market);
c/ Three best bids and asked prices of stocks, investment fund certificates and derivatives enclosed with volumes of purchasing and selling orders placed corresponding to such prices;
d/ Information on trading in bonds classified by remaining maturity term, including: trading term, yield, volume and value of the latest transaction, yield curve of the latest transaction compared with the previous transaction;
dd/ Securities trading of foreign investors.
2. Periodical information to be disclosed during a trading day
a/ Status of traded securities; open interest of each type of derivative;
b/ Total number of types of securities permitted for trading on the day; information on prices of derivatives with the earliest month of maturity;
c/ Securities price indices developed by the Stock Exchange and approved by the State Securities Commission; their levels and fluctuations compared to those of the previous trading day;
d/ Level of oscillation of stock prices during the trading day;
dd/ Number of orders, volumes ordered to purchase/sell, and the corresponding value of each type of securities;
e/ Total traded volume on the whole market (by order matching round and trading day);
g/ Price, volume and value of traded securities of each type:
- Orders that have been matched (by order matching round and trading day for periodical order matching and by trading day for continuous order matching);
- Agreements (if any): Time of disclosure and type of trading information to be disclosed under regulations of the Stock Exchange;
- Stock redemption and re-sale by listed or registered-for-trading institutions (if any).
h/ Stock holding ratios of foreign investors and remaining limits for these investors to purchase each type of securities;
i/ Trading information (price, traded volume, ratio of traded volume to the whole market’s volume, level and range of trading price and volume fluctuations) on 10 most-traded stocks and 10 stocks with the highest price fluctuations compared with the last trading day;
k/ Trading information (price, traded volume, ratio of traded volume to the whole market’s volume, level and range of trading price and volume fluctuations) on 10 stocks with the highest listed value and 10 stocks with the highest market prices;
l/ Trading information (price, traded volume, ratio of traded volume to the whole market’s volume, level and range of trading price and volume fluctuations) on traded bonds, including types of bonds, interest rates, maturity date, exercise prices, current yield and yield to maturity;
m/ Outstanding volumes of listed and registered-for-trading stocks;
n/ Other information to be disclosed at the request of the State Securities Commission.
3. Information to be disclosed within 30 days before new or replacement listing of derivatives:
a/ Form and terms of newly listed derivatives contracts after they are approved by the State Securities Commission;
b/ Delisting or replacement listing of derivatives contracts on the Stock Exchange.
Article 34.Information on institutions listed or registered for trading on the Stock Exchange; securities companies being members, derivatives trading members or derivatives market founding members; fund management companies managing listed funds or public securities investment companies
1. Information on listed or registered-for-trading institutions
a/ General information on listing or trading registration:
- Information on initial listing or trading registration and the first trading day;
- Information on delisting or trading deregistration;
- Information on listing or trading registration change;
- Information on re-listing or trading re-registration;
- Information on the handling of violations of listed or registered-for-trading institutions under listing or trading registration regulations;
- Information on securities ineligible for margin trading;
- Information on securities subject to trading restriction;
- Information on foreign holding in public companies and listed or registered-for-trading institutions.
b/ Information regularly or extraordinarily disclosed or disclosed at the request of listed or registered-for-trading institutions through the information disclosure media of the Stock Exchange.
2. Information on securities companies being members, derivatives trading members or derivatives market founding members of the Stock Exchange
a/ General information on members:
- Information on admission of members or derivatives trading members, or selection of derivatives market founding members;
- Information on the handling of violations of members, derivatives trading members, derivatives market founding members or trading representatives under the regulation on trading members of the Stock Exchange;
- Information on the termination of the status of members or derivatives trading members, or termination of market founding contracts of derivatives market founding members;
- Information on the value of brokerage transactions of 10 members with the largest market shares in every quarter, six months and year;
- Other information.
b/ Information to be regularly or extraordinarily disclosed and information to be disclosed at the request of the State Securities Commission or Stock Exchange of which securities companies are members, derivatives trading members or derivatives market founding members through the information disclosure media of the Stock Exchange.
3. Information on fund management companies managing listed public funds or public securities investment companies
a/ General information on fund management companies managing listed public funds or public securities investment companies:
- Information on the number of fund management companies managing listed public funds or public securities investment companies
- Information on the number of listed securities investment funds or public securities investment companies managed by fund management companies;
- Information on the handling of violations of listed public funds or public securities investment companies under the listing/information disclosure regulation of the Stock Exchange;
- Other information.
b/ Information to be regularly or extraordinarily disclosed or disclosed by fund management companies upon request on listed funds or public securities investment companies through the information disclosure media of the Stock Exchange.
4. The Stock Exchange shall disclose information under Articles 33 and 34 of this Circular right after the occurrence of an event or after it receives a report, notice or complete and valid information disclosure dossier of a listed or registered-for-trading institution, member securities company, fund management company, public securities investment company or a related institution or individual.
Article 35.Information on supervision of the securities market or derivatives market and information on operation of the Stock Exchange
1. Information on supervision of the securities market or derivatives market includes:
a/ Information on suspension of trading or permission to resume trading in listed securities or listed derivatives;
b/ Information on warned, controlled or specially controlled securities or securities no longer warned, controlled or specially controlled;
c/ Information on change in the price oscillation range, limitation on opening new positions, application of order and accumulated order limits;
d/ Information on the cancellation or modification of the form and terms of derivatives contracts after they are approved by the State Securities Commission;
dd/ Information on transactions of major shareholders or founding shareholders during the period of transfer restriction; transactions of internal persons and their affiliated persons; public bids and treasury stock transactions of listed or registered-for-trading institutions;
e/ Information on violations of information disclosure regulations committed by listed or registered-for-trading institutions, member securities companies, fund management companies, public securities investment companies, derivatives trading members, derivatives market founding members or clearing members;
g/ Information on the handling of violations of regulations on operation of the securities market and derivatives market under relevant regulations of the Stock Exchange;
h/ Instructions and notifications of the State Securities Commission and Stock Exchange on market management and supervision under regulations of the State Securities Commission and Stock Exchange.
2. Information on operation of the Stock Exchange:
Within 3 days after becoming a member or no longer being a member of an international organization on securities market, or signing an action program or international commitment on development of securities market, the Stock Exchange shall disclose information on such change or act.
Chapter X
IMPLEMENTATION PROVISIONS
Article 36.Effect
This Circular takes effect on January 1, 2016, and replaces the Ministry of Finance’s Circular No. 52/2010/TT-BTC of April 5, 2012, guiding information disclosure on the securities market.
Article 37.Organization of implementation
1. The State Securities Commission, Stock Exchange, Vietnam Securities Depository and other information disclosers shall implement this Circular.
2. The Stock Exchange shall guide in detail the methods of information disclosure applicable to information disclosers in accordance with this Circular and suitable to the information disclosure system of the Stock Exchange.-
For the Minister of Finance
Deputy Minister
TRAN XUAN HA
Vietnamese
Circular 155/2015/TT-BTC DOC (Word)
Circular 155/2015/TT-BTC PDF (Original)
Circular 155/2015/TT-BTC ZIP (Word)
