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

 CIRCULAR

Guidelines for Disclosure of Information on the Securities Market

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Based on the Securities Law number 70/2006/QH11 dated June 29, 2006, issued by the National Assembly;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

The Ministry of Finance provides guidelines for disclosure of information on the securities market as follows:

This technical regulation sets out technical requirements, testing methods, sampling procedures; management requirements; responsibilities of organizations and individuals producing, trading, and importing cigarettes.

1. Disclosing Subjects

The disclosing subjects include: Public companies, issuers conducting public bond offerings, listed organizations, registered trading organizations, securities companies, fund management companies, investment securities companies, stock exchanges (SE), and related parties.

2. Requirements for Disclosure of Information

2.1. Disclosure of information must be complete, accurate, and timely in accordance with the provisions of the law.

2.2. Disclosure of information must be carried out by the legal representative of the company or the authorized person to disclose information. The legal representative of the company shall be responsible for the content of the information disclosed by the authorized person.

In case there is any information that affects the price of securities, the legal representative of the company or the authorized person to disclose information must confirm or correct such information within twenty-four (24) hours from the time they receive such information or upon request of the supervisory authority.

2.3. Disclosure of information must be simultaneously reported to the State Securities Commission (SSC) and SE regarding the content of the disclosed information, specifically as follows:

2.3.1. Public companies, issuers conducting public bond offerings, securities companies, and fund management companies when disclosing information must simultaneously report to the SSC;

2.3.2. Listed organizations, registered trading organizations, member securities companies, public investment securities companies; fund management companies managing public funds/investment securities companies when disclosing information must simultaneously report to the SSC and SE;

2.3.3. The date of submitting the report on disclosure of information is considered the date of sending according to the postmark, the date of sending fax, email, or the date recorded on the receipt for submission of the report on disclosure of information.

2.4. In case there is any change in the content of the previously disclosed information, the disclosing subjects as stipulated in Clause 1 Section I of this Circular must simultaneously report and provide a written explanation to the SSC.

2.5. SE must prepare a quarterly report summarizing the compliance with legal regulations on disclosure of information by listed organizations, registered trading organizations, and member securities companies and submit it to the SSC.

2.6. SE must provide information about listed organizations, registered trading organizations to member securities companies. Member securities companies have the responsibility to immediately provide such information fully to investors.

3. Authorized Person for Disclosure of Information

Public companies, issuers conducting public bond offerings, listed organizations, registered trading organizations, securities companies, fund management companies, investment securities companies must register the authorized person to disclose information according to Appendix 01 attached to this Circular. In case of changing the authorized person for disclosure of information, a written notice must be sent to the SSC and SE at least five (05) working days before the change takes effect.

4. Means and Forms of Disclosure of Information

4.1. Disclosure of information is carried out through the following means of disclosure:

4.1.1. Annual reports, electronic information pages (Websites) and other publications of organizations subject to disclosure;

4.1.2. Means of disclosure of information of the SSC including: electronic information pages, newsletters, and other publications of the SSC;

4.1.3. Means of disclosure of information of SE including: stock market newsletters, electronic information pages of SE, electronic display boards at SE;

4.1.4. Other mass media means of disclosure in accordance with the provisions of the law.

4.2. Documents and reports submitted to the SSC and SE must be presented in the form of written documents and electronic data in accordance with the guidance of the SSC and SE.

4.3. Organizations subject to disclosure of information as stipulated in Clause 1 Section I of this Circular (except individuals) must establish their own electronic information page (Website). The electronic information page must have sections on shareholder relations, which must include the Company Charter, Internal Governance Regulations, Annual Reports, Periodic Financial Statements required to be disclosed according to regulations, and issues related to the Shareholders' Meeting. Additionally, the electronic information page must regularly update information required to be disclosed according to this Circular. Organizations subject to disclosure of information must notify the SSC and SE and publicly announce the address of their electronic information page and any changes related to this address.

5. Temporary Suspension of Disclosure of Information

5.1. In case disclosure of information cannot be completed within the deadline due to force majeure reasons, the disclosing subjects must report to the SSC and SE and must disclose the information as soon as the force majeure event has been resolved.

5.2. Temporary suspension of disclosure of information must be announced on the means of disclosure of information of the SSC, SE, and the disclosing organization, clearly stating the reason for the temporary suspension of disclosure of information.

6. Preservation and Storage of Information

Organizations subject to disclosure of information must preserve and store the information reported and disclosed in accordance with the provisions of the law.

7. Handling Violations of Disclosure of Information

Organizations and individuals who violate the provisions of the law on disclosure of information will be disciplined, administratively punished, or criminally prosecuted depending on the nature and degree of violation; if damage is caused, compensation must be provided in accordance with the provisions of the law.

II. DISCLOSURE OF INFORMATION BY PUBLIC COMPANIES

1. Periodic Disclosure of Information

1.1. Not later than ten days after the completion of the annual financial report, public companies must disclose information on the audited annual financial report by an independent auditing organization meeting the conditions for practice as prescribed by the Ministry of Finance.

1.2. The content of periodic disclosure of information on the Annual Financial Report is specified as follows:

1.2.1. The content of the information disclosure regarding the annual financial report includes: the balance sheet; the income statement; the cash flow statement; the notes to the financial statements as prescribed by accounting laws; and the audit report. The notes to the financial statements must fully disclose all contents as prescribed by accounting laws. In cases where the notes to the financial statements refer to appendices, such appendices must be disclosed together with the notes to the financial statements. The notes to the financial statements must specifically disclose the contents related to transactions with related parties as prescribed by Accounting Standard No. 26 and the Circular guiding Accounting Standard No. 26. The notes to the financial statements must include a segmental report as prescribed by Accounting Standard No. 28 and the Circular guiding Accounting Standard No. 28. If the bookkeeping currency differs from the Vietnamese currency, the public company must disclose the financial statements in both the bookkeeping currency and Vietnamese currency.

1.2.2. In cases where the public company is the parent company of another organization, the content of the information disclosure regarding the annual financial report shall include the financial statements of the parent company and the consolidated financial statements as prescribed by accounting laws.

1.2.3. The latest date for completing the annual financial report shall not exceed ninety (90) days from the end of the annual accounting period as stipulated by the Accounting Law.

1.2.4. Public companies must prepare and disclose the Annual Report according to Appendix 02 attached to this Circular and disclose it no later than twenty (20) days from the deadline for completing the annual financial report.

1.2.5. The annual financial report and the annual report of public companies, prepared in Vietnamese (and an English translation if available), must be disclosed on the company's publications and websites, and stored for at least ten (10) years at the main office of the organization for investors to reference.

1.2.6. Public companies must fully disclose the information content about the annual financial report as specified in point 1.1 clause 1 Section II of this Circular through the information disclosure means of the Securities Commission and the Stock Exchange (for listed companies) and simultaneously publish the full audit report on the annual financial report in one (01) national circulation newspaper along with the website address for accessing the entire financial report or the address for obtaining the financial report for investors to reference.

2. Unusual Information Disclosure

2.1. Public companies must disclose unusual information as prescribed in clauses 2 and 3 Article 101 of the Securities Law, specifically as follows:

2.1.1. Public companies must disclose unusual information within twenty-four (24) hours from the occurrence of any of the following events:

a) The company's bank account being frozen or allowed to operate again after being frozen;

b) Temporary cessation of business operations;

c) Revocation of the Business Registration Certificate or Establishment and Operation License or Operating License;

d) Approval of decisions by the General Meeting of Shareholders as stipulated in Article 104 of the Enterprise Law;

đ) Decisions of the Board of Directors regarding the repurchase of the company's shares or resale of purchased shares; regarding the date of exercising the right to purchase shares for bondholders accompanied by share purchase rights or the date of converting convertible bonds into shares and other decisions related to the issuance as prescribed in clause 2 Article 108 of the Enterprise Law, and the results of individual private placements of public companies;

e) Decisions to initiate prosecution against members of the Board of Directors, General Manager/Deputy General Manager, Deputy General Manager/Deputy Deputy General Manager, Chief Accountant of the company; court judgments and decisions related to the company's activities; conclusions of tax authorities regarding the company's violation of tax laws;

g) Decisions of the General Meeting of Shareholders or the Board of Directors regarding dividend payout rates;

h) When there is a change in key personnel of the company (members of the Board of Directors, Supervisory Board, General Management Board or Management Board, Chief Accountant).

2.1.2. Public companies must disclose unusual information within seventy-two (72) hours from the occurrence of any of the following events:

a) Decisions to borrow or issue bonds with a value of thirty percent (30%) or more of the equity capital at the time of the most recent report;

b) Decisions of the Board of Directors regarding medium-term strategies and annual business plans of the company; decisions to change accounting methods applied;

c) Receipt of notice from the Court initiating bankruptcy proceedings against the company;

d) Decisions regarding the establishment, purchase, sale, or dissolution of subsidiaries, investment in associated companies.

2.2. Public companies must disclose information about the events specified in points 2.1.1 and 2.1.2 clause 2 Section II of this Circular on the company's publications, websites, and through the information disclosure means of the Securities Commission and the Stock Exchange.

2.3. When disclosing unusual information, public companies must clearly state the event that occurred, its cause, plan, and corrective measures (if any).

3. Disclosure of Information Upon Request

3.1. Public companies must disclose information as prescribed in clause 4 Article 101 of the Securities Law within twenty-four (24) hours from receiving the request of the Securities Commission, including the following events:

3.1.1. There is information related to the public company that significantly affects the legitimate interests of investors;

3.1.2. There is information related to the public company that significantly affects the price of securities and requires confirmation of such information;

3.2. Public companies must disclose information upon request through their publications, websites, mass media, or the information disclosure means of the Securities Commission and the Stock Exchange. The content of the information disclosure must clearly state the event requested by the Securities Commission and the Stock Exchange; the cause and the company's assessment of the authenticity of the event.

4. Disclosure of Information Regarding Share Transactions of Major Shareholders

4.1. Any organization, individual, or group holding five percent (5%) or more of the voting shares of a public company must report on the ownership of significant shareholders in accordance with Article 29 of the Securities Law and Appendix 03 attached to this Circular.

4.2. Any organization, individual, or group holding five percent (5%) or more of the voting shares of a public company must submit a report within seven (07) days from the date of transaction completion (including cases of gift, inheritance, transfer, or acquisition of rights to purchase additional issued shares...) or if no transaction occurs but there is a change in the number of shares held exceeding one percent (1%) of the circulating shares of the same type, according to Appendix 04 attached to this Circular, to the public company, the State Securities Commission, and the Stock Exchange (in case of listed or registered companies).

4.3. Within twenty-four (24) hours after the first change in the number of shares held that causes the organization, individual, or related group to no longer be considered a significant shareholder, they must report to the public company, the State Securities Commission, and the Stock Exchange (in case of listed or registered companies) and at least seven (07) days before the completion of such changes.

5. Disclosure of information regarding treasury stock transactions

5.1. A public company wishing to repurchase its own shares for treasury stock or sell treasury stock must report to the State Securities Commission and the Stock Exchange (in case of listed or registered companies) according to Appendix 05 attached to this Circular, and simultaneously disclose the information through mass media or the Stock Exchange's disclosure means (in case of listed or registered companies), no later than seven (07) days prior to the planned transaction date (except when the public company repurchases its own shares for treasury stock to stabilize the market pursuant to a plan approved by the State Securities Commission).

5.2. After completing the repurchase of its own shares for treasury stock or selling treasury stock, a public company must report the results to the State Securities Commission and the Stock Exchange (in case of listed or registered companies) within ten (10) days from the end of the transaction and disclose the information. If the transaction volume is not fully executed, the public company must explain the reasons. The content of the report is specified in Appendix 06 attached to this Circular.

6. Disclosure of information regarding share transactions by founding shareholders during the restricted transfer period as stipulated in Clause 5, Article 84 of the Enterprise Law.

6.1. Founding shareholders holding shares subject to restricted transfer as stipulated in Clause 5, Article 84 of the Enterprise Law must notify the State Securities Commission, the Stock Exchange (in case of listed or registered companies), and the public company about the transaction at least three (03) working days before the transaction according to Appendix 07 attached to this Circular. In the case of transferring to a non-founding shareholder, the transferrer must also submit the Resolution of the Shareholders' Meeting approving the transfer.

6.2. Within three (03) working days from the completion of the transaction, founding shareholders must report the results of the transaction to the State Securities Commission and the Stock Exchange (in case of listed or registered companies) and the public company according to Appendix 08 attached to this Circular. If the transaction does not occur, the founding shareholder must report the reason to the State Securities Commission and the Stock Exchange (in case of listed or registered companies) and the public company within three (03) working days, ending the expected transaction period.

7. Disclosure of information regarding public tender offers

Organizations or individuals making public tender offers and public companies being tendered must comply with the information disclosure requirements set forth in the Securities Law and the Circular guiding public tender offers.

8. Disclosure of information regarding the issuance of securities and the progress of using funds raised from the issuance

8.1. Public companies issuing securities to the public must comply with the information disclosure requirements before issuing securities to the public as stipulated by the laws governing the issuance of securities to the public.

8.2. During the process of using funds raised from the public issuance of shares, public companies must report to the State Securities Commission, the Stock Exchange (in case of listed or registered companies) and disclose information on their publications, electronic information pages, and the disclosure means of the State Securities Commission and the Stock Exchange (in case of listed or registered companies) every six (06) months from the end of the issuance period regarding the progress of using the funds raised from the issuance. If the purpose of fund usage changes, the public company must disclose the reasons and the Resolution of the Board of Directors or the Shareholders' Meeting.

III. DISCLOSURE OF INFORMATION BY THE ISSUER IN IMPLEMENTATION

PUBLIC BOND ISSUANCE TO THE PUBLIC

1. Timeframe for Information Disclosure

The issuer conducting a public bond issuance (bond issuer) must disclose information in accordance with this Circular from the time of public bond issuance until the completion of bond payment.

2. Content of Information Disclosure by the Bond Issuer

2.1. Periodic Information Disclosure

The bond issuer must periodically disclose annual financial reports in accordance with Clause 1, Section II of this Circular.

2.2. Unusual Information Disclosure

2.2.1. The bond issuer must disclose information on events specified in points 2.1.1 and 2.1.2, Clause 2, Section II of this Circular on the publications, electronic information pages of the bond issuer, and on the electronic information page of the State Securities Commission;

2.2.2. When disclosing unusual information, the bond issuer must clearly state the cause and content of the event, plans, and measures to address it (if applicable).

3. Disclosure of Information Regarding Public Bond Issuance and Progress in Using Funds Raised from the Issuance

3.1. The issuer organization must comply with the provisions on information disclosure before issuing bonds to the public in accordance with the laws on issuing bonds to the public.

3.2. During the process of using funds raised from the public bond issuance, the issuer organization shall report to the State Securities Commission (SSC), the Stock Exchange (SE) (if it is a listed entity) and disclose information on the progress of fund utilization obtained from the issuance on its publications, electronic information websites, and the information dissemination means of the SSC and SE (if it is a listed entity) every six (06) months, starting from the end date of the issuance. In case of changes in the purpose of fund utilization, the issuer organization must disclose information about the reasons and the decision-maker for the change.

IV. INFORMATION DISCLOSURE OF LISTED ENTITIES

1. Periodic Disclosure of Information

1.1. Listed entities must periodically disclose annual financial statements in accordance with Clause 1, Section II of this Circular (and the English translation - if available). Annual financial statements must be audited by an approved auditing organization.

1.2. Listed entities must periodically disclose quarterly financial statements prepared in Vietnamese (and the English translation - if available) within twenty-five (25) days from the end of the quarter. If the listed entity is a parent company that prepares consolidated financial statements, the deadline for information disclosure is fifty (50) days from the end of the quarter. The specific contents are as follows:

1.2.1. The information disclosed regarding the quarterly financial statements of listed entities includes: Balance Sheet, Income Statement, Cash Flow Statement, Notes to Financial Statements in accordance with accounting laws.

Quarterly Notes to Financial Statements must fully present all contents as prescribed by law and be prepared in accordance with current accounting standards and regulations. Where the Notes to Financial Statements refer to appendices, such appendices must be disclosed together with the Notes to Financial Statements. The Notes to Financial Statements must specifically detail the contents of transactions with related parties as stipulated in Accounting Standard 26 and the Circular guiding Accounting Standard 26. The Notes to Financial Statements must include a segment report as required by Accounting Standard 28 and the Circular guiding Accounting Standard 28.

1.2.2. In case the post-tax net income at the interim financial statement compared to the same period of the previous year fluctuates by ten percent (10%) or more, the listed entity must clearly explain the reasons for these abnormal fluctuations in the quarterly financial statements.

1.2.3. In case the listed entity has a subsidiary, the listed entity must submit to the SSC and SE the quarterly financial statements of the parent company and the consolidated financial statements in accordance with accounting laws.

1.2.4. Listed entities must disclose the submission of quarterly financial statements through the information dissemination means of the SSC and SE, while clearly stating the link to the website where the entire quarterly financial statements are published or the address for providing the quarterly financial statements for investors to reference.

1.2.5. The quarterly financial statements of listed entities must be published on their publications and electronic information websites and must be stored for at least ten (10) years following the publication at the main office of the entity for investor reference.

1.3. Listed entities must prepare and disclose semi-annual financial statements (first half of the year) reviewed by an approved auditing organization in accordance with Auditing Standard 910 (and the English translation - if available) within forty-five (45) days from the end of the second quarter each year. If the listed entity is a parent company that prepares consolidated financial statements, the deadline for information disclosure is sixty (60) days from the end of the second quarter each year.

The semi-annual financial statements accompanied by the full review report on the semi-annual financial statements must be published on the information dissemination means of the SSC and SE and the listed entity's electronic information website and must be stored for at least ten (10) years following the publication at the main office of the entity for investor reference.

1.4. Listed entities must fully disclose all materials of the Annual General Meeting of Shareholders: meeting invitation notice, proxy designation form, agenda, voting ballots, discussion documents serving as the basis for decisions and draft resolutions for each item on the agenda on their electronic information website simultaneously with sending the notice to shareholders at least seven (07) working days prior to the opening of the shareholders' meeting.

2. Unusual Information Disclosure

2.1. Listed entities must disclose information within twenty-four (24) hours from the occurrence of any event specified in Point 2.1.1, Clause 2, Section II of this Circular and when any of the following events occur:

2.1.1. The listed entity or trading registration suffers asset losses valued at ten percent (10%) or more of the equity capital.

2.1.2. Resolutions of the Annual General Meeting of Shareholders or the Board of Directors relating to issues of increasing or decreasing registered capital; contributing capital valued at ten percent (10%) or more of the total assets of the listed entity to another entity; contributing capital valued at fifty percent (50%) or more of the total capital of the receiving entity.

2.1.3. When there are significant events affecting the production and business operations or management situation of the listed entity.

2.1.4. Decisions to open or close subsidiaries, branches, factories, representative offices.

2.1.5. Decisions to change the name or main office address of the company.

2.1.6. When the stock price reaches the upper limit or lower limit for five (05) consecutive trading sessions without following the general market trend or reaches the upper limit or lower limit for ten (10) consecutive trading sessions or more, the listed entity must disclose related events affecting the stock price fluctuation.

2.1.7. In case of an extraordinary general meeting of shareholders.

2.2. Listed organizations must disclose information within seventy-two (72) hours from the occurrence of any event specified in point 2.1.2, clause 2, Section II of this Circular.

2.3. Listed organizations must disclose information regarding events specified in points 2.1 and 2.2, clause 2, Section IV of this Circular on their printed publications, electronic information pages, and information dissemination means of the Stock Exchange.

2.4. When disclosing extraordinary information, listed organizations must clearly state the event that occurred, its cause, plan, and corrective measures (if applicable).

3. Disclosure of Information Upon Request

3.1. Listed organizations must disclose information in accordance with clause 3, Section II of this Circular within twenty-four (24) hours from receiving the request of the Securities Commission and the Stock Exchange.

3.2. Listed organizations must disclose information upon request of the Securities Commission and the Stock Exchange through their printed publications, electronic information pages, mass media, or information dissemination means of the Securities Commission and the Stock Exchange. The disclosed information must clearly state the event requested for disclosure by the Securities Commission and the Stock Exchange; the cause; and the authenticity level of the event.

4. Disclosure of information related to transactions of internal shareholders, persons authorized to disclose information, and major shareholders.

4.1. Internal shareholders are members of the Board of Directors, Supervisory Board, General Director/Managing Director, Deputy General Director/Deputy Managing Director, and Chief Accountant; major shareholders of the company; persons authorized to disclose information of listed organizations and related parties of these entities as stipulated in clause 34, Article 6 of the Securities Law.

4.2. Entities specified in clause 4.1, Section IV of this Circular, when planning to trade shares of listed organizations or shares traded on the public market but not listed, including cases of transfer without going through the trading system at the Stock Exchange (gifts, inheritance, transfers, or receipt of transfer rights for additional share issuance... except for individual share transactions based on investor requests), must report to the Securities Commission and the Stock Exchange at least three (03) working days before the transaction date. The planned transaction period shall not exceed two (02) months from the registration date of the transaction implementation and can only start the first trading session after twenty-four (24) hours from the information disclosure by the Stock Exchange. The content of the report is regulated in Appendix 09 and Appendix 10 attached to this Circular.

4.3. Within three (03) working days from the completion of the transaction, the person conducting the transaction must report to the Securities Commission, the Stock Exchange, and the listed organization about the results of the transaction according to Appendix 11 and Appendix 12 attached to this Circular.

4.4. In case the transaction cannot be executed, within three (03) days from the end of the planned transaction period, entities specified in point 4.1 of this clause must report to the Securities Commission and the Stock Exchange about the reasons for the inability to execute the transaction.

5. Disclosure of information related to the last registration date for exercising rights of existing shareholders.

For information related to the last registration date for exercising rights of existing shareholders, listed organizations must report and submit all relevant legal documents to the Stock Exchange and the Vietnam Securities Depository at least ten (10) working days before the last registration date.

6. Disclosure of information related to corporate governance.

Listed organizations have the obligation to periodically report quarterly and annually to the Securities Commission and the Stock Exchange on the implementation of corporate governance as prescribed in Decision No. 12/2007/QD-BTC dated March 13, 2007, of the Ministry of Finance on the Corporate Governance Regulations applicable to listed organizations on the Stock Exchange. Quarterly reports on the implementation of corporate governance are prepared according to Appendix 13 attached to this Circular. The deadline for submitting quarterly reports is thirty (30) days before the first day of the next quarter. Annual reports on the implementation of corporate governance are prepared and submitted according to the annual report regulations in point 1.4, clause 1, Section II of this Circular.

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

1. Periodic Disclosure of Information

1.1. Securities companies and fund management companies must regularly disclose annual financial reports accompanied by the full audit report of the auditing organization approved as stipulated in points 1.1, 1.2, 1.3, and 1.4, clause 1, Section II of this Circular.

1.2. Annual financial reports must be audited by an approved auditing organization and disclosed on the company's electronic information page and the information dissemination means of the Securities Commission.

1.3. Quarterly, securities companies must disclose information on the portfolio and prices of unlisted securities traded by the company within the first ten days of the following month on the company's electronic information page and printed publications.

2. Unusual Information Disclosure

2.1. Securities companies and fund management companies must disclose extraordinary information within twenty-four (24) hours from the occurrence or discovery of any of the following events:

2.1.1. There is a decision to initiate prosecution against members of the Board of Directors or Management Board, Chairman, Director or General Director, Deputy Director or Deputy General Director, Chief Accountant, Financial Director of the securities company or fund management company, or the manager of a securities investment fund;

2.1.2. The bank account of the company is frozen or allowed to operate again after being frozen;

2.1.3. Temporary cessation of business operations;

2.1.4. Revocation of the establishment and operation license;

2.1.5. The Shareholders' Meeting or Management Board or Owner of the company approves a merger agreement with another company;

2.1.6. The company suffers losses of ten percent (10%) or more of the value of its assets;

2.1.7. The company has changes in members of the Board of Directors or Management Board, Chairman, Director or General Director, Deputy Director or Deputy General Director; the company appoints or dismisses the manager of a securities investment fund;

2.1.8. The company has significant changes in business operations, including:

a) Change of head of branch or representative office;

b) The manager of a public fund has had their professional certificate revoked;

c) Entering bankruptcy; decision to dissolve by the competent authority;

d) Transactions that change ownership of shares or capital contributions representing ten percent (10%) or more of the subscribed charter capital;

đ) Suspension of operations; decisions by competent authorities to suspend operations, revoke the establishment and operation license;

e) Decisions on mergers, divisions, spin-offs, joint ventures, and company conversion;

g) Decisions to amend or supplement the company's articles of association; changes to the company name;

h) Decisions to increase or decrease the charter capital;

i) Decisions to add, stop, or reduce one or several types of business and securities services authorized;

k) Decisions to establish or close branches, representative offices, trading rooms; changes to the main office location, representative offices, branches, trading rooms;

l) The General Director, Deputy General Director, Managing Director, or Deputy Managing Director of the company having their securities practice certificate revoked.

2.2. Securities companies and fund management companies must disclose information about events specified in point 2.1 of this clause in the company's publications, websites, and through the public disclosure means of the State Securities Commission and the Stock Exchange.

2.3. When disclosing extraordinary information, securities companies and fund management companies must clearly state the event occurred, its cause, plan, and measures to address it (if applicable).

3. Disclosure of Information Upon Request

3.1. Securities companies and fund management companies must disclose information within twenty-four (24) hours from receiving the request of the State Securities Commission and the Stock Exchange when there is information related to the company that significantly affects the legitimate interests of investors.

3.2. Securities companies and fund management companies must disclose information according to the request of the State Securities Commission and the Stock Exchange through the company's publications, websites, public media, or the public disclosure means of the State Securities Commission and the Stock Exchange. The disclosed information must clearly state the event required to be disclosed by the State Securities Commission and the Stock Exchange, the cause, and the degree of authenticity of the event.

3.3. Securities companies must disclose information at their headquarters and branches regarding changes to the headquarters and branch addresses, transaction methods, order placement, margin trading, payment times, transaction fees, provided services, and the list of securities practitioners of the company as stipulated in Clause 3 of Article 104 of the Securities Law.

VI. DISCLOSURE OF INFORMATION ABOUT MUTUAL FUNDS

1. Periodic Disclosure of Information About Mutual Funds

1.1. Fund management companies must disclose periodic information about the annual asset report of mutual funds within ten (10) days from the date the audit report is completed as prescribed in Clause 1 of Article 105 of the Securities Law, specifically as follows:

1.1.1. The content of the information disclosed about the annual asset report of mutual funds must comply with current laws on accounting systems applicable to securities investment funds;

1.1.2. The completion date of the annual asset report of mutual funds is calculated from the date the auditing organization signs off on the audit report. The latest deadline for completing the annual asset report of mutual funds is ninety (90) days from the end of the fiscal year;

1.1.3. The annual asset report of mutual funds must be stored for at least ten (10) years at the headquarters of the fund management company for investors to review;

1.1.4. The fund management company must disclose the submission of the annual financial report and the audit report for the annual asset report of mutual funds in one (01) national publication and through the public disclosure means of the State Securities Commission and the Stock Exchange, while clearly stating the website address where the full financial report is posted or the address for obtaining the financial report for investors to review.

1.2. Fund management companies must periodically disclose information about mutual funds, specifically as follows:

1.2.1. The fund management company must disclose weekly, monthly, quarterly, and annual reports on changes in net asset value of mutual funds as prescribed by current accounting systems in the company's publications, websites, and through the public disclosure means of the State Securities Commission and the Stock Exchange;

1.2.2. The fund management company must disclose monthly, quarterly, and annual asset reports of mutual funds as prescribed by current accounting systems in the company's publications, websites, and through the public disclosure means of the State Securities Commission and the Stock Exchange;

1.2.3. The fund management company must disclose monthly, quarterly, and annual reports on the operating results of mutual funds as prescribed by current accounting systems in the company's publications, websites, and through the public disclosure means of the State Securities Commission and the Stock Exchange;

1.2.4. The deadlines for reporting and disclosing information as prescribed in points 1.2.1, 1.2.2, and 1.2.3 of this clause are as follows:

a) Weekly reports must be reported and disclosed on the first working day of the following week;

b) Monthly reports must be reported and disclosed within five (05) working days from the end of the month;

c) Quarterly reports must be reported and disclosed within thirty (30) days from the end of the quarter;

d) Annual reports must be reported and disclosed within one hundred (100) days from the end of the fiscal year.

2. Unusual Disclosure of Information About Mutual Funds

2.1. Within twenty-four (24) hours from the occurrence of any of the following events of mutual funds, the fund management company must report to the Stock Exchange so that these organizations can disclose information as prescribed in Clause 2 of Article 107 of the Securities Law:

2.1.1. Approval of a decision by the Investor Assembly;

2.1.2. Decision to issue fund certificates;

2.1.3. Mutual fund receiving a Certificate of Registration for Fund Establishment;

2.1.4. Decision to change the investment capital of the mutual fund;

2.1.5. Revocation of the Certificate of Issuance of Mutual Fund Certificates to the Public;

2.1.6. Suspension or cancellation of a mutual fund certificate issuance period;

2.1.7. Amendment or supplementation of the Articles of Association and Prospectus of the mutual fund;

2.1.8. Change of Chairman of the Board of Representatives and Manager of the mutual fund.

2.2. The fund management company must disclose information about events specified in point 2.1 of this clause on its publications, electronic information pages, and public disclosure means of the Stock Exchange.

2.3. When disclosing extraordinary information about public funds, the fund management company must clearly state the event that occurred, the cause, the plan, and measures to address it (if any).

3. Disclosure of information upon request regarding public funds

3.1. The fund management company must disclose information within twenty-four (24) hours from receiving the request of the Securities Commission or the Stock Exchange when one of the following events occurs:

3.1.1. There is rumor reported to the Securities Commission or the Stock Exchange related to the issuance or price of public fund certificates.

3.1.2. There is unusual change in the price and volume of transactions of public fund certificates.

3.2. The fund management company must disclose information about public funds according to the request of the Securities Commission or the Stock Exchange through its publications, electronic information pages, public media, or the public disclosure means of the Stock Exchange. The disclosed information must clearly state the event requested by the Securities Commission or the Stock Exchange, the cause, and the degree of authenticity of the event.

4. Disclosure of information regarding the last registration date for exercising rights of existing investors

For information related to the last registration date for exercising rights of existing investors of listed public funds, the fund management company must report and submit all relevant legal documents to the Stock Exchange and the Trading Floor at least ten (10) working days before the last registration date to disclose the information.

5. Disclosure of information about transactions of securities certificates by related parties

5.1. Related parties involved in transactions of securities certificates include: founders, members of the Management Board of the securities investment fund, members of the Board of Directors, Supervisory Board (if any), General Director's Board of the fund management company, fund managers of public investment funds, information disclosure officers of public investment funds, and organizations or individuals related to these parties as stipulated in Clause 34, Article 6 of the Securities Law.

5.2. Related parties as defined in point 5.1 of this clause, when planning to trade securities certificates or purchase rights to such certificates, including cases where the transfer does not go through the trading system of the Stock Exchange (such as gifts, inheritances, transfers, or acquisitions of rights to additional issued certificates...), must report to the Securities Commission and the Stock Exchange at least three (03) working days prior to the planned transaction date. The planned transaction period shall not exceed two (02) months from the registration date for the transaction and can only commence after twenty-four (24) hours from the disclosure of information by the Stock Exchange. The content of the report shall be in accordance with Appendix 14 and Appendix 15 attached hereto.

5.3. Within three (03) working days from the completion of the transaction, the person conducting the transaction must report to the Securities Commission and the Stock Exchange on the results of the transaction in accordance with Appendix 16 and Appendix 17 attached hereto. In case the transaction is not carried out, related parties as defined in point 5.1 of this clause must report the reasons to the Securities Commission and the Stock Exchange within three (03) working days from the end of the planned transaction period.

VII. DISCLOSURE OF INFORMATION BY SECURITIES INVESTMENT COMPANIES

Public securities investment companies must disclose information in accordance with Sections IV and VI of this Circular.

VIII. DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE

The Stock Exchange discloses information in accordance with Article 107 of the Securities Law, specifically as follows:

1. Information on securities transactions at the Stock Exchange

1.1. Information during trading hours:

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

1.1.2. Closing price of the previous day, opening/closing prices of each session/day, execution price, expected price (in the case of periodic matching orders), level and symbol of price fluctuation of each type of security;

1.1.3. Three best buy and sell prices of stocks and investment fund certificates along with the corresponding volumes placed for purchase and sale at those prices.

1.2. Periodic information during trading day:

1.2.1. Status of each type of security;

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

1.2.3. Composite price index Vn-Index, Hnx-Index, and Upcom-Index; levels and fluctuations of Vn-Index, Hnx-Index, and Upcom-Index compared to the previous trading day;

1.2.4. Degree of price fluctuation of stocks during the trading day;

1.2.5. Number of orders, quantity placed for purchase/sale, value corresponding to each type of security;

1.2.6. Total trading volume across the market (by matching order batch; trading day);

1.2.7. Price, volume, and value of executed trades for each type of security:

a) Matching orders (by each matching order batch and trading day for periodic matching orders and by trading day for continuous matching orders);

b) Agreed transactions (if any);

c) Securities transactions of foreign investors (if any);

d) Purchase and resale of shares of listed and registered trading companies (if any).

1.2.8. Foreign ownership ratio and remaining purchase limit for each type of security;

1.2.9. Information on the ten (10) stocks with the largest trading volume and the ten (10) stocks with the largest price fluctuation compared to the nearest trading day;

1.2.10. Information on transactions of the ten (10) stocks with the largest market capitalization and the ten (10) stocks with the largest market value;

1.2.11. Information on traded bonds including bond type, interest rate, maturity date, execution price, current yield, and maturity yield;

1.2.12. Number of circulating shares of listed stocks and changes compared to the previous trading day;

1.2.13. Other information required to be disclosed by the Securities Commission.

2. Information on listed and registered trading organizations at the Stock Exchange; information on member securities companies; fund management companies managing public funds/public securities investment companies; public funds, public securities investment companies on the Stock Exchange

2.1. Information on listed and registered trading organizations

2.1.1. General information on listing and registration activities:

a) Information on initial listing, trading registration;

b) Information on delisting, trading registration;

c) Information on changes to listing, trading registration;

d) Information on relisting;

đ) Information on penalties imposed on listed entities, trading registration;

e) Other information that the Stock Exchange deems necessary.

2.1.2. Periodic, extraordinary, and upon request information from listed entities, trading registration regarding the final registration date as stipulated in Clause 1, 2, and 3, Section IV of this Circular.

2.2. Information about securities companies that are members of the Stock Exchange

2.2.1. General information about members:

a) Information on member admission;

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

c) Information on termination of member status;

d) Other information.

2.2.2. Periodic, extraordinary, and upon request information about member securities companies as stipulated in Clause 1, 2, and 3 of Section V of this Circular.

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

2.3.1. General information about 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.

2.3.2. Periodic, extraordinary, and upon request information about fund management companies as stipulated in Clause 1, 2, and 3 of Section V of this Circular.

2.4. Information about public funds

2.4.1. General information about public funds:

a) Information on the number of public funds;

b) Other information.

2.4.2. Periodic, extraordinary, and upon request information about public funds as stipulated in Clause 1, 2, and 3 of Section VI of this Circular

2.5. Information about public securities investment companies

2.5.1. General information about 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.

2.5.2. Information as stipulated in Section VII of this Circular.

3. Information on monitoring stock market activities

3.1. Information on monitoring stock market activities includes:

3.1.1. Information on suspending trading or resuming trading for listed securities;

3.1.2. Information on securities being warned or no longer being warned;

3.1.3. Information on transactions changing ownership of more than one percent (1%) of the circulating shares of major shareholders; Information on transactions by organizations, individuals, or related parties intending to hold up to twenty-five percent (25%) of the share capital or currently holding twenty-five percent (25%) or more of the share capital of a listed entity, trading registration; Information on public tender offers for shares of listed entities, trading registration;

3.1.4. Information on transactions involving shares of board members, supervisory board members, General Directors/Managers, Deputy General Directors/Deputy Managers, Chief Accountants, and related parties;

3.1.5. Explanatory information from listed entities, trading registration regarding cases where the share price increases to the daily ceiling or decreases to the daily floor for five consecutive days without following the general market trend or where the listed share price increases to the daily ceiling or decreases to the daily floor for ten or more consecutive days;

3.1.6. Information on violations of disclosure requirements by listed entities, trading registration, securities companies, fund management companies, securities investment companies;

3.1.7. Information on handling violations of laws governing stock market activities;

3.1.8. Guidelines and announcements by the State Securities Commission, Stock Exchange regarding market management and supervision.

3.2. The Stock Exchange must publish information on events specified in Clause 2 and Point 3.1 Clause 3 of Section VIII of this Circular immediately upon occurrence of the event or immediately after receiving reports or notifications of information disclosure from listed entities, trading registration, member securities companies, fund management companies, public securities investment companies.

IX. IMPLEMENTATION

1. This Circular takes effect 45 days from the date of signature and replaces Circular No. 38/2007/TT-BTC dated April 18, 2007, issued by the Ministry of Finance on information disclosure on the stock market. Provisions on information disclosure in other documents issued by the Ministry of Finance that conflict with this Circular shall be abolished and replaced by the provisions of this Circular.

2. The State Securities Commission, stock exchanges, public companies, issuers conducting public bond offerings, listed entities, trading registration, securities companies, fund management companies, securities investment companies, and related organizations and individuals are responsible for implementing this Circular./.