Circular No. 52/2012/TT-BTC dated April 05, 2012 of the Ministry of Finance guiding the disclosure of information on securities market

THE MINISTRY OF FINANCE

Circular No. 52/2012/TT-BTC of April 5, 2012, guiding the disclosure of information on the securities market

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

Pursuant to November 24, 2010 Law No. 62/2010/QH12 on Securities (amended);

Pursuant to the November 29, 2005 Law on Enterprises;

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 the disclosure of information on the securities market as follows:

Chapter I

GENERAL PROVISIONS

Article 1. Information disclosers

Information disclosers include public companies, issuing institutions (other than those issuing government-guaranteed bonds), securities companies, fund management companies, stock exchanges (SEs), the Vietnam Securities Depository (VSD) and affiliated persons.

Article 2. Interpretation of terms

In addition to the terms referred to in the Securities Law and the Government’s decrees, the terms referred to in this Circular are construed as follows:

1. Public company means a joint-stock company defined in Clause 1, Article 25 of the Securities Law.

2. Large-sized public company means a public company having an actually contributed charter capital of VND 120 billion or more determined in its latest audited financial statement or according to the latest issuing results and at least 300 shareholders at the time of finalizing its list of shareholders at the VSD, namely December 31 every year, according to the list disclosed by the State Securities Commission (SSC).

3. Internal shareholder means a member of the Board of Directors, Control Board, director general/director, financial director, chief accountant or head of the finance-accounting section of a public company.

4. Internal investor of a closed-end public fund (closed-end fund or real estate investment fund) means an investor being a founder or holding the post of member of the Representative Board of a securities investment fund, member of the Board of Directors or Control Board (if any), the Executive Board of a fund management company, or an executive officer of a public investment fund.

5. Accredited audit institution means an audit firm accredited by the SSC as satisfying the conditions for audit prescribed by the Ministry of Finance.

6. A public company’s outstanding voting stocks means the volume of voting stocks issued by a company minus its treasure stocks.

7. Institution listed or registered for trading means an institution having its securities listed or registered for trading on an SE.

Article 3. Requirements on information disclosure

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

2. Information shall be disclosed by at-law representatives of companies or their authorized persons. At-law representatives of companies shall take responsibility for the accuracy, timeliness and completeness of information disclosed by their authorized persons.

In case information is disclosed by an authorized person, a public company, issuing institution, securities company or fund management company shall register one (1) authorized person to disclose information according to Appendix 1 to this Circular. In case of change of a person authorized to disclose information, such change must be notified in writing to the SSC and SE at least five (5) working days in advance.

When there is any information affecting the price 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 the SSC or SE.

3. Information shall be disclosed at the same time with reporting on the contents of disclosed information to the SSC and SE, specifically as follows:

3.1. Public companies, issuing institutions, securities companies and fund management companies shall disclose information at the same time with reporting to the SSC;

3.2. SEs or the VSD shall disclose information at the same time with reporting to the SSC on information arising from these SEs or the VSD;

3.3. Institutions listed or registered for trading, member securities companies, fund management companies managing closed-end public funds and public securities investment companies shall disclose information at the same time with reporting to the SSC and SE;

3.4. Fund management companies shall disclose information on operations of public funds and public securities investment companies under their management in accordance with relevant laws. Fund management companies that are public companies shall disclose information like public companies.

4. Date of information disclosure is the date when information is published on an information disclosure medium; date of reporting on information disclosure is the date of sending electronic data (by fax or email or via the report-receiving information technology system) or the date when the SSC or an SE receives information disclosed in writing.

5. The language for information disclosure on Vietnam’s securities market is Vietnamese. In case the law permits additional information disclosure to be made in another language, the languages for information disclosure are Vietnamese and such language.

6. In case of changing the contents of disclosed information, information disclosers defined in Article 1 of this Circular shall concurrently report and explain in writing the change to the SSC and SE (for institutions listed or registered for trading).

7. Information disclosers shall preserve and store reported and disclosed information in accordance with law.

Article 4. Media and forms of information disclosure

1. Information shall be disclosed through the following information disclosure media:

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

1.2. Information disclosure media of the SSC, including its report-receiving and information disclosure system, e-portal and other publications;

1.3. Information disclosure media of the SEs, including their report-receiving and information disclosure systems, websites and electronic display screens;

1.4. Information disclosure media of the VSD: its website;

1.5. Other mass media as prescribed by law.

2. Documents and reports to be addressed to the SSC and SEs shall be presented in written form and electronic files bearing e-signatures as guided by the SSC and SEs.

In case the SSC and SEs deploy their report-receiving and information disclosure systems via their e-portals, the form of information disclosure used by information disclosers specified in Article 1 of this Article complies with the guidance of the SSC and SEs.

3. Public companies shall build their websites within six (6) months after they become public; securities companies and fund management companies shall build their websites within six (6) months after they are licensed and officially commence their operation; institutions issuing bonds to the public shall build their websites before offering their bonds to the public. Such a website must have a separate section on shareholder relations (investors), publicizing the company charter, internal administration regulations (if any), prospectus (if any) and information which must be periodically or extraordinarily disclosed or disclosed upon request in accordance with this Circular. Information disclosers shall notify to the SSC and SEs and publicize the addresses of their websites and any changes related to these addresses within three (3) working days after these websites are completely built or these website addresses change.

Article 5. Postponement of information disclosure

1. In case information cannot be disclosed within the prescribed time limit due to force majeure events (natural disaster, fire, war and other circumstances in which postponement of information disclosure is permitted by the SSC), information disclosers shall report such to the SSC and SEs upon the occurrence of a natural disaster, fire or war or before the information disclosure deadline in other cases in which information disclosers request the SSC to permit the information disclosure postponement, and shall disclose information as soon as the force majeure event is remedied.

2. The postponement of information disclosure which is permitted in writing by the SSC must be publicized on the information disclosure media of information disclosers, the SSC and SEs, with the reason for such postponement clearly stated.

Article 6. Handling of violations in information disclosure

Organizations and individuals that commit violations of legal provisions on the disclosure of information 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 in accordance with law.

Chapter II

DISCLOSURE OF INFORMATION BY PUBLIC COMPANIES

Section 1

GENERAL PROVISIONS

Article 7. Periodical disclosure of information

1. Annual financial statements

A public company shall disclose information on an audited annual financial statement within ten (10) days after an independent audit institution signs an auditor’s report thereon. The time limit for disclosure of information on an annual financial statement is ninety (90) days after the end of a fiscal year. Specific information contents to be disclosed are as follows:

1.1. The specific contents to be disclosed on an annual financial statement of a public company include the accounting balance sheet; a report on business results; a cash flow report; and explanatory notes to the financial statement as specified by the accounting law.

Explanatory notes to a financial statement must contain all contents specified by the accounting law. In case the explanatory notes refer to an annex, such annex shall be disclosed together with the notes. The explanatory notes must specifically present the details of transactions with related parties according to the Vietnamese Accounting Standards. In case the accounting monetary unit used in the annual financial statement is a foreign currency, the public company shall simultaneously disclose its financial statement in the foreign currency and Vietnam dong. The annual financial statement in Vietnam dong must be certified by the audit institution which has audited the annual financial statement in the foreign currency regarding the exchange rate and the accuracy of the conversion.

1.2. For a public company that is the parent company of another institution, the contents to be disclosed on its annual financial statement include both the annual financial statement of the parent company and the consolidated annual financial statement. For a public company that is a higher-level accounting unit having attached accounting units, its annual financial statements include an annual financial statement of the public company and a general annual financial statement in accordance with the accounting law.

1.3. A public company shall disclose all information contents on its audited annual financial statement on its website or the information disclosure media of the SSC and SEs (in case it is an institution listed or registered for trading), and simultaneously publish audit opinions on its annual financial statement on one (1) issue of a nationally distributed newspaper together with the address of its website on which the financial statement and auditor’s report are published in full text and/or the address at which the annual financial statement and auditor’s report are provided for investor reference.

1.4. The annual financial statement and auditor’s report on such annual financial statement of a company must be preserved in written and electronic forms for at least ten (10) years at the company’s head office for investor reference.

2. Annual reports

A public company shall make an annual report according to the form provided in Appendix II to this Circular and disclose information on such annual report within twenty (20) days after disclosing an audited annual financial statement. Information shall be disclosed in the publications and on the website of the public company and in the information disclosure media of the SSC and SE (in case it is an institution listed or registered for trading) and preserved in written and electronic forms for at least ten (10) years at the company’s head office for investor reference. Financial information in the annual report must be consistent with the audited annual financial statement.

3. Reports on corporate governance

A public company shall disclose information in accordance with legal provisions on corporate governance applicable to public companies, specifically as follows:

3.1. Biannually and annually, the public company shall disclose information on its corporate governance according to the form provided in Appendix III to this Circular, and concurrently report to the SSC and SE (in case it is an institution listed or registered for trading). The time limit for reporting and disclosing information on corporate governance on a biannual and annual basis is thirty (30) days after the end of the reporting period.

3.2. The public company shall disclose information in accordance with Point 3.1 of this Article on its website and in the information disclosure media of the SSC and SE (in case it is an institution listed or registered for trading).

4. Shareholders’ General Meeting

4.1. A public company shall regularly disclose information on resolutions of its annual shareholders’ general meetings.

4.2. At least fifteen (15) days before opening an annual/extraordinary shareholders’ general meeting, a public company shall disclose all documents of that meeting, including: invitation to the meeting, form of powers of attorneys for authorized participation, meeting agenda, vote, and documents for discussion serving as a ground for adopting decisions and draft resolutions on each issue on the meeting agenda, on its website and concurrently send invitations and provide shareholders with instructions to access its website for information on and documents of the meeting.

5. Disclosure of information on securities offering and progress of use of capital raised through offerings

A public company conducting securities offerings shall disclose information in accordance with the legal provisions on securities offering.

In case a public company conducts a public offering of securities to raise capital for an investment project, within six (6) months after the completion of the offering, the public company shall report to the SSC and disclose information in its publications, on its website and the information disclosure media of the SSC and SE (in case it is an institution listed or registered for trading) on the progress of use of capital raised through the offering. In case of changing the capital use purpose, the public company shall disclose information on the reason(s) for and the decision/resolution of its Board of Directors/Shareholders’ General Meeting on such change before its occurrence. The public company shall report and disclose such information until it disburses all of the capital raised through the public offering of stocks.

Article 8. Extraordinary disclosure of information

1. A public company shall conduct an extraordinary disclosure of information within twenty four (24) hours after the occurrence of one of the following events:

1.1. Its bank account is frozen or its frozen bank account is permitted to be unfrozen;

1.2. It suspends part or the whole of its business operation; or it has its enterprise registration certificate or establishment and operation license or operation license revoked;

1.3. There is a resolution/decision of the Shareholders’ General Meeting (enclosed with the minutes of the Shareholders’ General Meeting or vote count report) adopting decisions of the Shareholders’ General Meeting in accordance with Article 96 of the Law on Enterprises;

1.4. There is a decision of 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; there are a decision on overseas offering of securities and decisions related to the offering as specified in Clause 2, Article 108 of the Law on Enterprises; there is a decision adopting a medium-term development strategy or plan or an annual business plan of the company;

1.5. There is a resolution/decision of the Shareholders’ General Meeting/Board of Directors (enclosed with the minutes of the Shareholders’ General Meeting or vote count report) on dividends, form of dividend payment, issuance of bonus stocks; on the enterprise division, split-up, consolidation or merger; stock split-up or split-down;

1.6. The auditor’s report of the company contains an exception, non-acceptance or rejection of the audit organization of a financial statement; the company announces an audit firm that has signed a contract for audit of its annual financial statements; the audit firm is changed (after a contract is signed) or refuses to audit a financial statement; results of retrospective adjustment of a financial statement are obtained (if any);

1.7. There is a change in key personnel of the company (a member of the Board of Directors, Control Board, director/deputy director or director general/deputy director general, financial director, chief accountant or head of the finance-accounting section);

1.8. There is a decision on institution of a criminal case, a court judgment or ruling involving a member of the Board of Directors, director general, deputy director general or director or deputy director, financial director, chief accountant, head of the finance-accounting section or a member of the Control Board of the company; there is a decision on institution of a criminal case, a court judgment or ruling related to the operation of the company; there is a tax office’s conclusion on the company’s violation of the tax law;

1.9. There is a notice of the court that it has accepted the written request for opening of business bankruptcy procedures;

1.10. There is a decision on borrowing of loans or issuance of bonds valued at 30 per cent (30%) or more of the company’s equity capital as calculated in the latest audited annual financial statement or examined biannual financial statement; there is a decision on issuance of convertible bonds;

1.11. The company receives its modified enterprise registration certificate or establishment and operation license or operation license;

1.12. There is a change in the volume of outstanding voting stocks due to additional issuance; purchase and sale of treasury stocks at the time of official registration of securities with the VSD;

1.13. When occurs an event which greatly affects production and business operation or the governance status of the company.

2. A public company shall make an extraordinary disclosure of information within seventy two (72) hours after the issuance of a decision on establishment, acquisition, sale or dissolution of a subsidiary company or divestment from a joint-venture or an associated company.

3. Public companies shall disclose information on the events specified in Clauses 1 and 2 of this Article in their publications and on their websites and in the information disclosure media of the SSC and SE (if they are institutions listed or registered for trading), clearly stating the event which has occurred and its cause, and remedial plan and measures (if any).

4. Disclosure of information relating to the last day of registration for existing shareholders to exercise their rights.

Public companies shall report and submit all documents serving as legal grounds related to the expected last day of registration for existing shareholders to exercise their rights to the VSD and SE (if they are institutions listed or registered for trading) and report to the SSC at least ten (10) working days before the expected last day of registration.

Article 9. Disclosure of information upon request

1. A public company shall disclose information within twenty four (24) hours after receiving a request of the SSC or SE (if it is an institution listed or registered for trading), upon the occurrence of any of the following events:

1.1. An event which seriously affects legitimate interests of investors;

1.2. There is information relating to the public company which seriously affects the price of its securities and needs confirmation.

2. A public company shall disclose information upon request through its publications and website, the mass media or information disclosure media of the SSC and SE (if it is an institution listed or registered for trading). Disclosed information must clearly state the event on which information is requested by the SSC and SE to be disclosed; the cause and authenticity of that event and remedies (if any).

Section 2

DISCLOSURE OF INFORMATION BY LISTED INSTITUTIONS AND LARGE-SIZED PUBLIC COMPANIES

Article 10. Periodical disclosure of information

A listed institution or large-sized public company shall make periodical disclosures of information in accordance with Article 7 of this Circular and the following provisions:

1. It shall disclose information on its annual financial statements audited by an accredited audit organization.

2. It shall make and disclose information on its biannual financial statements (for the first six months of a fiscal year) examined by an accredited audit organization according to the audit standard on examination of financial statements within five (5) working days after such audit organization signs the examination report. The time limit for disclosure of information on an examined biannual financial statement is forty five (45) days after the end of the first six (6) months of the fiscal year. In case it is a parent company of another institution or a superior accounting unit having attached accounting units, the time limit for disclosure of information on examined consolidated biannual financial statements or general biannual financial statements and biannual financial statements of the parent company or the superior accounting unit is sixty (60) days after the end of the first six (6) months of the fiscal year.

A biannual financial statement enclosed with the full text of the report on examination of such biannual financial statement shall be posted on the website of the listed institution or large-sized public company and the information disclosure media of the SSC and SE (in case it is an institution listed or registered for trading) and preserved in written and electronic forms for at least (10) years at the company’s head office for investor reference.

An audit organization examining biannual financial statements must be an accredited audit organization which is selected to audit annual financial statements of the listed institution or large-sized public company.

3. Within twenty (20) days after the end of a quarter, a listed institution or large-sized public company shall disclose information on its quarterly financial statement. In case it is a parent company of another institution or a superior accounting unit having attached accounting units, within forty five (45) days after the end of a quarter, it shall disclose information on the quarterly financial statement of the parent company and consolidated or general biannual financial statement. The specific information contents to be disclosed are as follows:

3.1. Its quarterly financial statements include the statements and reports specified at Point 1.1, Clause 1, Article 7 of this Circular;

3.2. In case its after-enterprise income tax profit disclosed in a mid-period report on business results is lower or higher than ten per cent (10%) or more than that in the quarterly report of the previous year’s same period or business results in the quarter record losses, it shall clearly explain the reason(s) for the fluctuation or loss in such quarterly financial statement. In case it is a parent company, it shall clearly explain such reason(s) in both the report on business results of the parent company and consolidated business result report. In case it is a superior accounting units having attached accounting unit, it shall explain the reasons in both its financial statement and the general financial statement;

3.3. It shall adequately disclose its quarterly financial statements on its website and information disclosure media of the SSC or SE and preserve these statements in written and electronic forms for at least ten (10) years at its head office for investor reference.

4. In case its audited annual financial statement or examined biannual financial statement contains exceptions/notes, the company shall disclose information on its explanations about such exceptions/notes.

Article 11. Extraordinary disclosure of information

1. A listed institution or large-sized public company shall make extraordinary disclosures of information within twenty four (24) hours in accordance with Clause 1, Article 8 of this Circular and upon the occurrence of any of the following events:

1.1. Loss of its assets valued at ten per cent (10%) or more of its equity capital calculated in the latest audited annual financial statement or examined biannual financial statement;

1.2. Adoption of a decision/resolution of the Shareholders General Meeting/Board of Directors on the 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 per cent (50%) or more of the total capital of the company receiving the capital contribution; approval of a borrowing or lending contract or another contract of a value equal to or higher than fifty per cent (50%) of its total assets calculated in the latest audited annual financial statement or examined biannual financial statement;

1.3. Adoption of a decision/resolution of the Shareholders General Meeting/Board of Directors on the purchase or sale of assets of a value higher than fifteen per cent (15%) of its total assets calculated in the latest audited annual financial statement or examined biannual financial statement;

1.4. Adoption of a decision/resolution of the Shareholders General Meeting/Board of Directors or issuance of a written approval of a competent state agency (for cases in which approval of a competent agency is required) of the closure or opening of a subsidiary company, branch, plant or representative office;

1.5. The price of its listed stocks (in case it is a listed institution) hits the limit high or floor low for at least ten (10) consecutive trading sessions;

1.6. It gives explanations about the disparities between the financial figures it must disclose in accordance with law and those in its audited financial statement.

2. A listed institution or large-sized public company shall extraordinarily disclose information within seventy two (72) hours in accordance with Clause 2, Article 28 of this Circular and after its listing on a foreign SE is approved or cancelled.

3. Listed institutions or large-sized public companies shall disclose information on the events specified in Clauses 1 and 2 of this Article in their publications and on their websites and the information disclosure media of the SSC and SE (in case they are listed institutions). Information contents to be extraordinarily disclosed must clearly state the event which has occurred, its cause, remedial plan and measures (if any).

Article 12. Disclosure of information upon request

Listed institutions and large-sized public companies shall disclose information upon request in accordance with Article 9 of this Circular.

Article 13. Time of commencement or termination of information disclosure by large-sized public company

1. A large-sized public company shall start performing its information disclosure obligation in accordance with this Circular from the time its name appears on the list of large-sized public companies announced by the VSD.

2. One (1) year after it is no longer a large-sized public company on the list announced by the VSD, a public company shall perform its information disclosure obligation in accordance with this Circular’s provisions applicable to public companies or listed institutions.

Article 14. Information disclosure by institutions listing corporate bonds

1. Institutions listing corporate bonds which are public companies shall disclose information in accordance with Articles 10, 11 and 12 of this Circular.

2. Institutions listing corporate bonds which are not public joint-stock companies, limited liability companies or state enterprises shall conduct information disclosure as follows:

2.1. They shall conduct periodical disclosure of information on annual financial statements and annual reports in accordance with Clauses 1 and 2, Article 7, and Clause 1, Article 10 of this Circular;

2.2. They shall conduct extraordinary disclosure of information in accordance with Article 11 of this Circular (including information on change of the Board of Directors into the Members’ Council, for limited liability companies);

2.3. They shall disclose information upon request in accordance with Article 9 of this Circular.

Chapter III

DISCLOSURE OF INFORMATION BY INSTITUTIONS OFFERING CORPORATE BONDS TO THE PUBLIC

Article 15. Time of disclosure of information

An institution offering corporate bonds to the public shall disclose information in accordance with this Circular from the time of issuance of bonds to the public to the time of completion of payment for bonds.

Article 16. Information contents to be disclosed by bond-issuing institutions

1. Periodical disclosure of information: An institution offering corporate bonds to the public shall make periodical disclosure of information on its annual financial statements and annual reports in accordance with Clauses 1 and 2, Article 7 of this Circular.

2. Extraordinary disclosure of information: An institution offering corporate bonds to the public shall make extraordinary disclosure of information in accordance with Points 1.1 and 1.2, Clause 1, Clause 2 and Clause 3, Article 8 of this Circular.

3. In case of offering bonds not subject to compulsory conversion, an issuing institution shall send a notice to each bond holder and disclose information on the conversion time, proportion, rate and place of conversion registration at least one (1) month before the date of bond conversion in its publications and on its website and through the information disclosure media of the SSC or SE (in case it is a listed institution).

Article 17. Disclosure of information on offering of corporate bonds to the public and progress of use of capital raised through the offering

1. Institutions that offer corporate bonds to the public shall disclose information in accordance with legal provisions on public offering of bonds.

2. In case of public offering of bonds to raise capital for an investment project, once every six (6) months after the completion of the offering, a bond-issuing institution shall report to the SSC and SE (in case it is a listed institution) and disclose information in its publications, on its website and through the information disclosure media of the SSC and SE (in case it is a listed institution) on the progress of the use of capital raised through the offering. In case of changing the capital use purpose, the bond-issuing institution shall disclose information on the reason for the change and the resolution/decision of the Board of Directors/Shareholders General Meeting/Members’ Council on the change before such change occurs. The bond-issuing institution shall report and disclose information until it disburses all of the capital raised through the public offering of bonds.

Chapter IV

DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES

Article 18. Periodical disclosure of information

1. A public fund management company or securities company shall periodically disclose information in accordance with Article 7 or Article 10 of this Circular.

2. Other fund management companies shall periodically disclose information on their annual financial statements in accordance with Clause 1, Article 7 of this Circular.

3. Securities companies shall periodically disclose information on reports on liquidity ratio examined by accredited audit organizations in June and December simultaneously with disclosing information on its biannual and annual financial statements.

Examined reports on liquidity ratio must be fully published on the websites of securities companies and information disclosure media of the SSC and SE and preserved in written and electronic forms for at least ten (10) years at the head offices of the companies for investor reference.

Article 19. Extraordinary disclosure of information

1. A securities company or fund management company shall make extraordinary disclosures of information within twenty four (24) hours after the occurrence (or receipt of written approval of the SSC) of any of the following events:

1.1. There is a decision on institution of a criminal case or a court judgment or ruling involving a member of the Board of Directors, director general, deputy director general, or director, deputy director, financial director, chief accountant, head of the finance and accounting section, or a member of the Control Board of the company; or an executive officer of a securities investment fund; or there is a decision on institution of a criminal case or a court judgment or ruling related to the operation of the company; there is a conclusion of a tax office on the company’s violation of the tax law;

1.2. Its bank account is frozen or its frozen bank account is permitted to be unfrozen;

1.3. Its business operation is suspended; its operation is partially or wholly suspended;

1.4. Its operation is terminated or its establishment and operation license is revoked under a competent agency’s decision;

1.5. Its Shareholders General Meeting or Members’ Council or owner adopts a contract on merger with another company; there is a decision on its consolidation, split-up, division, contribution of capital to a joint-venture, transformation or dissolution;

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

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, financial director or chief accountant; it appoints or dismisses an executive officer of a securities investment fund;

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

a/ Change of a branch or representative office head;

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

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

d/ Decision on charter capital increase or decrease;

e/ Decision on change of its name; relocation of its head office, representative office, branch or transaction office;

f/ Decision on addition, application, discontinuation or reduction of one or several securities trading types and securities services;

g/ Decision on opening or closure of a subsidiary company, branch, representative office or transaction office at home or abroad;

h/ Its director, deputy director, director general or deputy director general or an executive officer of a public fund or securities investment company has his/her securities practitioner certificate revoked.

2. A securities company or fund management company shall disclose information on the events specified in Clause 1 of this Article in its publications, on its website and through the information disclosure media of the SSC and SE (if it is a listed company). When making an extraordinary disclosure of information, it shall clearly state the event that has occurred, its cause, and a remedial plan and measures (if any).

3. A fund management company shall disclose information in case a securities investment fund or securities investment company and the securities investment portfolio of entrusting investors it manages is a major or internal shareholder as specified in Articles 26 and 28 of this Circular.

Article 20. Disclosure of information upon request

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 (if it is a listed company) when there is information relating to it that seriously affects the lawful interests of investors.

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

Article 21. Disclosure of other information of securities companies

A securities company shall disclose information at its head office and branches and on its website 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. When conducting a depositing transaction, it shall notify conditions for provision of depositing services, including the requirement on depositing ratio, loan interest rate and term, method of executing orders for additional deposits.

Chapter V

DISCLOSURE OF INFORMATION ON PUBLIC FUNDS OR PUBLIC SECURITIES INVESTMENT COMPANIES

Article 22. Periodical disclosure of information on public funds

1. A fund management company shall periodically disclose information on an annual financial statement of a public fund audited by an accredited audit firm within ten (10) days after such audit firms signs an auditor’s report. The time limit for disclosure of information on a public fund’s annual financial statement is ninety (90) days after the end of a fiscal year, specifically as follows:

1.1. Information to be disclosed on the annual asset statement of a public fund in accordance with the current law on the accounting regime applicable to securities investment funds;

1.2. It shall disclose all information on its audited annual financial statement on the information disclosure media of the SSC and SE (for closed securities investment funds and public securities investment companies) and concurrently publish audit opinions on the public fund’s annual financial statements on one (1) issue of a nationally distributed newspaper, together with the address of the website on which the public fund’s annual financial statement is posted in full text, the auditor’s report or  the address for the provision of the public fund’s annual financial statements and auditor’s report for investor reference;

1.3. An annual asset statement of the public fund must be preserved in written and electronic forms for at least ten (10) years at the fund management company’s head office for investor reference.

2. A fund management company shall periodically disclose information on a public fund, specifically as follows:

2.1. It shall periodically disclose reports on a public fund’s or a public securities investment company’s net asset value change in accordance with the Ministry of Finance’s regulations on establishment and management of securities investment funds in its publications, on its websites and through the information disclosure media of the SSC and SE (for closed securities investment funds and public securities investment companies);

2.2. It shall periodically disclose reports on investment activities and results thereof and reports on assets of a public fund or public securities investment company in accordance with the Ministry of Finance’s regulations on establishment and management of securities investment funds in its publications, on its websites and through the information disclosure media of the SSC and SE (for closed securities investment funds and public securities investment companies);

2.3. The time limits for disclosing information in accordance with Points 2.1 and 2.2 of this Clause are as follows:

a/ A weekly report must be disclosed on the first working day of the subsequent week;

b/ A monthly report must be disclosed within five (5) working days from the last day of the month;

c/ A quarterly report must be disclosed within twenty (20) days from the last day of the quarter;

d/ An annual report must be disclosed within ninety (90) days from the last day of the fiscal year.

Article 23. Extraordinary disclosure of information on public funds

1. Within twenty four (24) hours after the occurrence of any of the following events to a public fund, a fund management company shall make an extraordinary disclosure of information:

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

1.2. Decision to offer fund certificates;

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

1.4. Decision to change the investment capital;

1.5. Revocation of the certificate of public offering of fund certificates;

1.6. An offering of fund certificates is suspended or terminated;

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

1.8. Change of the chairman or a member of the Representative Board or an executive officer.

1.9. Suspension of trading in fund certificates or stocks of a public securities investment company;

1.10. Decision on consolidation, merger, split-up, dissolution or liquidation of assets of a public investment fund or public securities investment company;

1.11. Incorrect valuation of the net asset value of a public fund or public securities investment company.

2. A fund management company shall disclose information on the events specified in Clause 1 of this Article in its publications, on its website and through the information disclosure media of the SSC and SE (unless it is an open-end fund). When making extraordinary disclosures of information on a public fund, a fund management company shall clearly state the event that has occurred, its cause, and a remedial plan and measures (if any).

3. Disclosure of information on the last date of registration for existing investors to exercise their right: A fund management company shall report and submit fully documented legal grounds related to the expected last date of registration for existing investors of a public fund to exercise their right to the SSC, SE and VSD at least ten (10) working days before the expected last day of registration for information disclosure.

Article 24. Disclosure of information on public funds upon request

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:

1.1. There is a report of an individual or institution to the SSC or SE on the offering or the price of closed public fund certificates or stocks of a public securities investment company;

1.2. There arise abnormal changes in the price and traded quantities of closed public fund certificates or stocks of a public securities investment company;

2. A fund management company shall disclose information on a closed public fund or public securities investment company upon request of the SSC or SE in its publications, on its website and through the mass media or information disclosure media 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.

Article 25. Disclosure of information on public securities investment companies

Fund management companies shall disclose information on public securities investment companies in accordance with Articles 22, 23 and 24 of this Circular.

Chapter VI

DISCLOSURE OF INFORMATION OF OTHER ENTITIES

Article 26. Disclosure of information on transactions of major shareholders and investors holding 5% or more of fund certificates of closed public funds

1. An institution or individual or a group of affiliated persons that holds five per cent (5%) or more of total voting stocks of a public company or an investor that owns 5% or more of fund certificates of a closed public fund or, when it/he/she is no longer a major shareholder or no longer owns 5% or more of fund certificates of a closed public fund, shall report on its/his/her holding/ownership to the public company/fund management company, the SSC and SE (for institutions listed or registered for trading) according to the set form provided in Appendix IV to this Circular within 7 days after it/he/she becomes no longer a major shareholder or owns no longer 5% or more of fund certificates of a closed public fund.

2. An institution or individual or a group of affiliated persons that holds five per cent (5%) or more of voting stocks or a public company, or an investor that owns 5% or more of fund certificates of a closed public fund but now sees a change in the quantity of held stocks/fund certificates exceeding one per cent (1%) of outstanding stocks/fund certificates of the same type (including the case of donation, inheritance, transfer or receipt of the transferred right to purchase additionally issued stocks, or failure to conduct stock/fund certificate transactions) shall report on such change within seven (7) days after the occurrence of such change according to the set form provided in Appendix V to this Circular to the public company, SSC and SE (for institutions listed or registered for trading).

3. The time of starting/ending the holding of five per cent (5%) of stocks/fund certificates or time of change in quantity of held stocks/fund certificates exceeding one per cent (1%) as specified in Clauses 1 and 2 of this Article is as follows:

3.1. For transactions conducted through an SE: it is when a trading payment cycle ends;

3.2. For transactions conducted not through an SE: it is when the securities transfer is completed at the VSD;

3.3. For the exercise of the right to purchase additionally issued stocks/fund certificates: it is when the offering by the public company is completed.

Article 27. Disclosure of information on transactions of founding shareholders during the period of transfer restriction

1. At least three (3) working days before conducting a transaction, founding shareholders that hold stocks and are restricted from stock transfer under Clause 5, Article 84 of the Enterprise Law shall send a notice of transaction, made according to the form provided in Appendix VI to this Circular, to the SSC and SE (for institutions listed or registered for trading), VSD and public companies. In case of transfer of stocks to persons other than founding shareholders, transferors shall additionally send a resolution/decision of the Shareholders General Meeting approving the transfer.

2. Within three (3) working days after completion of a transaction, a founding shareholder conducting such transaction shall report on transaction results, made according to the form provided in Appendix VII to this Circular, to the SSC and SE (for institutions listed or registered for trading) and the public company. If unable to conduct such transaction or to transact the whole registered volume, within three (3) working days after the projected trading time expires the founding shareholder shall report the reason to the SSC and SE (for public companies being institutions listed or registered for trading) and the public company.

Article 28. Disclosure of information on transactions of internal shareholders and internal investors of closed public funds, persons authorized to disclose information and affiliated persons

1. Internal shareholders and investors of a closed public fund, persons authorized to disclose information and affiliated persons of these entities, when intending to conduct transactions in stocks or the right to purchase stocks of an institution listed or registered for trading or fund certificates or the right to purchase fund certificates of a closed public fund, including transfer not through the trading system of an SE (donation, inheritance or transfer of stocks/fund certificates/right to purchase additionally issued stocks/fund certificates), shall report to the SSC, SE and the institution listed or registered for trading and the fund management company at least three (3) working days before the trading date. The trading time limit is thirty (30) days after the registered trading date and the first trading session may only start twenty four (24) hours after a disclosure of information is conducted by the SE. The to-be-reported contents are specified in Appendices VIII and IX to this Circular.

2. Within three (3) working days after the completion of a registered transaction, the transaction-conducting person shall report on results of the transaction in stocks/fund certificates/right to purchase stocks/right to purchase fund certificates according to the form provided in Appendix X or XI to this Circular to the SSC, SE, institution listed or registered for trading, and fund management company.

3. If unable to conduct a transaction or to transact the whole registered volume, within three (3) days after the projected trading time expires, internal shareholders and investors of a closed public fund, persons authorized to disclose information and affiliated persons of these entities shall report the reason to the SSC and SE.

4. Internal shareholders and investors of closed public funds, persons authorized to disclose information and affiliated persons of these entities shall conduct transactions on the trading time registered with the SSC and SE and may not register for purchase and sale of stocks/right to purchase stocks of institutions listed or registered for trading or fund certificates/right to purchase fund certificates of closed public funds within the same period of time and may register for a subsequent transaction only after reporting on the completion of the previous transaction.

5. Internal shareholders that are concurrently major shareholders shall perform the information disclosure obligation prescribed for internal shareholders.

Article 29. 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 30. Disclosure of information on treasury stock transactions

Transactions in treasury stocks of public companies are subject to information disclosure in accordance with the Securities Law and guiding documents.

Chapter VII

DISCLOSURE OF INFORMATION OF THE VIETNAM SECURITIES DEPOSITORY

Article 31. Information contents to be disclosed by the Vietnam Securities Depository

1. The Vietnam Securities Depository shall disclose information within twenty four (24) hours after the occurrence of any of the following events:

1.1. Information on the grant or revocation of custody member certificate and custody member branch certificate.

1.2. Information on the grant of initial securities registration certificate or modified securities registration certificate.

1.3. Information on de-registration of securities.

1.4. Information on the grant, cancellation or preservation of domestic securities identification numbers and international securities identification numbers (ISIN).

1.5. Information on the grant of trading codes for foreign investors.

1.6. Information on exercise of rights to securities registered at the VSD.

1.7. Information on transfer of securities holding of founding shareholders during the period of transfer restriction and special cases of transfer which are permitted in writing by the SSC to be conducted outside the trading system of SEs.

1.8. Disclosure of information at the request of the SSC.

2. The VSD shall disclose information contents specified in Clause 1 of this Article on its website.

Chapter VIII

DISCLOSURE OF INFORMATION BY STOCK EXCHANGES

Article 32. Information on securities trading at the SEs

1. Information during trading hours:

1.1. Total number of types of securities permitted for trading.

1.2. The previous day’s closing prices, reference prices, ceiling and floor prices, opening/closing prices of each session/day, exercise prices, proposed prices (in case of periodical order matching), levels and symbols of price fluctuations of each type of securities.

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

1.4. 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.

2. Periodical information during a trading day:

2.1. Status of traded securities.

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

2.3. Price indices developed by the SE and approved by the SSC; their levels and fluctuations compared to those of the previous trading day.

2.4. Level of oscillation of stock prices during the trading day;

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

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

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 order matching and by trading day for continuous order matching);

b/ Agreements (if any);

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

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

2.8. Securities-holding ratios of foreign investors and remaining limits for these investors to purchase each type of securities.

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 last trading day.

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.

2.11. Information on traded bonds, including types of bonds, interest rates, maturity date, exercise prices, current yield and yield to maturity.

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

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

Article 33. Information on institutions listed or registered for trading on the SEs; information on member securities companies; fund management companies managing closed public funds/public securities investment companies; closed public funds, public securities investment companies

1. Information on institutions listed or registered for trading

1.1. General information on listing and trading registration:

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 or trading re-registration;

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

f/ Other information regarded by the SE as necessary.

1.2. Periodical and extraordinary information or information disclosed upon request by institutions listed or registered for trading through the information disclosure media of the SE.

2. Information on securities companies which are members of the SE

2.1. General information on members:

a/ Information on member admission;

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

c/ Information on termination of membership;

d/ Information on brokerage market shares of 10 members with the largest market shares every quarter;

e/ Other information.

2.2. Periodical and extraordinary information or information disclosed upon request by member securities companies through the information disclosure media of the SE.

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

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 penalties imposed on fund management companies;

d/ Other information.

3.2. Periodical and extraordinary information or information disclosed upon request by fund management companies through the information disclosure media of the SE.

4. Information on closed public funds

4.1. General information on public funds:

a/ Information on the number of public funds;

b/ Other information.

4.2. Periodical and extraordinary information or information disclosed upon request by public funds companies through the information disclosure media of the SE.

5. Information on public securities investment companies

5.1. General information on public securities investment companies:

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

b/ Information on penalties imposed on public securities investment companies;

c/ Other information.

5.2. Periodical and extraordinary information or information disclosed upon request by public securities investment companies through the information disclosure media of the SE.

6. The SEs shall provide information on institutions listed or registered for trading, public funds and public securities investment companies to their member securities companies.

Article 34. Information on supervision of the securities market operations

1. Information on supervision of securities market operations includes:

1.1. Information on suspension of trading or permission to resume trading in listed securities;

1.2. Information on warned/controlled securities or securities no longer warned/controlled;

1.3. Information on transactions of major shareholders or founding shareholders during the period of transfer restriction; transactions of internal shareholders, persons authorized to disclose information and affiliated persons; and public bids, in accordance with Chapter VI of this Circular; information on treasury stocks of institutions listed or registered for trading;

1.4. Information on violations of information disclosure regulations committed by institutions listed or registered for trading, member securities companies, fund management companies or public securities investment companies;

1.5. Information on handling of violations of legal provisions on the operation of the securities market;

1.6. Instructions and notifications of the SSC and SE on market management and supervision under regulations of the SSC and SE.

2. The SEs shall disclose information in accordance with Articles 32 and 33 of this Circular as soon as an event occurs or they receive reports, notifications or complete and valid dossiers for information disclosure of institutions listed or registered for trading, member securities companies, fund management companies or public securities investment companies.

3. The SE shall make and send quarterly general reports on the observance of regulations on information disclosure by institutions listed or registered for trading, member securities companies, fund management companies, public securities investment companies and other entities to the SSC.

Chapter IX

ORGANIZATION OF IMPLEMENTATION

Article 35. Organization of implementation

1. This Circular takes effect on June 1, 2012, and replaces the Ministry of Finance’s Circular No. 09/2010/TT-BTC of January 15, 2010, 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 are all annulled and relevant provisions of this Circular will prevail.

2. The SSC, SEs, VSD, public companies and issuing institutions (other than those issuing government-guaranteed bonds), securities companies, fund management companies and related institutions and persons shall implement this Circular.-

For the Minister of Finance
Deputy Minister
TRAN XUAN HA