Consolidated Document number 10/VBHN-BTC guiding certain contents of Decree number 151/2017/NĐ-CP dated December 26, 2017 of the Government detailing some provisions of the Law on Management and Use of Public Assets

SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness _______________________

 

CIRCULAR[1]

Guidelines for Disclosure of Information on the Securities Market

 

Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding the disclosure of information on the securities market, which took effect from January 1, 2021, has been amended and supplemented by:

1. Circular No. 68/2024/TT-BTC dated September 18, 2024, issued by the Minister of Finance amending and supplementing certain provisions of Circulars governing securities transactions on the securities trading system; settlement and payment of securities transactions; activities of securities companies and disclosure of information on the securities market, which took effect from November 2, 2024.

2. Circular No. 18/2025/TT-BTC dated April 26, 2025, issued by the Minister of Finance amending and supplementing certain provisions of Circular No. 119/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance regulating the registration, custody, settlement and payment of securities transactions, Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding the disclosure of information on the securities market, which had been amended and supplemented by Circular No. 68/2024/TT-BTC dated September 18, 2024, issued by the Minister of Finance, which took effect from May 5, 2025.

3. Circular No. 08/2026/TT-BTC dated February 3, 2026, issued by the Minister of Finance amending and supplementing certain provisions of Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding the disclosure of information on the securities market, which had been amended and supplemented by Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, Circular No. 120/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance regulating stock trading, registration of securities transactions, and certificates of funds, corporate bonds, and guaranteed warrants listed on the securities trading system, which had been amended and supplemented by Circular No. 68/2024/TT-BTC, Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance regulating the activities of securities companies, which had been amended and supplemented by Circular No. 68/2024/TT-BTC, which took effect from February 3, 2026.

Pursuant to the Securities Law promulgated on November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017, issued by the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular to guide the disclosure of information on the securities market. [2]

Chapter I. GENERAL PROVISIONS

 

Article 1. Scope of Regulation

This Circular stipulates the disclosure of information on the Vietnamese securities market.

Article 2. Applicability

1. Subjects disclosing information include:

a) Public companies;

b) Organizations issuing corporate bonds to the public;

c) Organizations conducting initial public offerings of shares;

d) Organizations listing corporate bonds;

đ) Securities companies, investment fund management companies; foreign securities company branches in Vietnam and foreign investment fund management company branches in Vietnam (hereinafter referred to as foreign securities company and investment fund management company branches in Vietnam); representative offices of foreign securities companies and investment fund management companies in Vietnam; public funds, public investment securities companies;

e) The Vietnam Stock Exchange and its subsidiaries (hereinafter referred to as the Vietnam Stock Exchange), the Vietnam Securities Depository and Central Counterparty Corporation;

g) Investors subject to information disclosure according to the law.

2. Other agencies, organizations, and individuals related to the activity of disclosing information on the securities market.

Article 3. Explanation of Terms

In this Circular, the following terms are understood as follows:

1Large public companies are public companies with a capital contribution from shareholders of 120 billion VND or more at the most recent audited annual financial report.

2. Public funds are closed-end funds, open-end funds, exchange-traded funds, real estate investment trusts, and public investment securities companies.

3. Investors subject to information disclosure including:

a) Internal persons of public companies, internal persons of public funds, public investment securities companies as stipulated in Clause 45, Article 4 of the Securities Law and related persons of internal persons;

b) Major shareholders, groups of related persons holding 5% or more of the voting shares of public companies; investors, groups of related persons holding 5% or more of the fund certificates of closed-end funds;

c) Founding shareholders during the restricted transfer period of public companies, public investment securities companies;

d) Groups of foreign investors holding 5% or more of the voting shares of one issuer or 5% or more of the fund certificates of closed-end funds;

đ) Shareholders, groups of related persons purchasing to hold 5% or more of the voting shares of public companies; investors or groups of related persons purchasing to hold 5% or more of the fund certificates of closed-end funds;

e) Organizations and individuals implementing public tender offers for shares of public companies, closed-end fund certificates of target investment funds; target companies, target investment fund management companies.

4. Related person are organizations and individuals as stipulated in Clause 46, Article 4 of the Securities Law.

5. Disclosure date is the date when the information appears on one of the disclosure means prescribed in Clause 1, Article 7 of this Circular.

6. Reporting date is the date of sending fax, sending via email, the date when the information is received on the State Securities Commission's information disclosure system, the disclosure means of the Stock Exchange, or the date when the State Securities Commission or the Stock Exchange receives the reporting document, whichever comes first.

7. Listed organization is an organization whose shares have been listed on the securities trading system.

8. Listed corporate bond organization is an organization whose corporate bonds have been listed on the securities trading system.

9. Trading registration organization is an organization whose shares have been registered for trading on the securities trading system.

10. Approved auditing organization is an independent auditing organization included in the list of auditing organizations approved by the State Securities Commission for auditing according to the Securities Law and laws on independent auditing.

11. Securities transaction execution date When

a) Is the date of placing a trading order in cases where the transaction is executed through the Stock Exchange;

b) Is the date of registration to execute the right to purchase transaction, registration to execute the right to convert bonds into shares in the case of exercising the right to purchase, the right to convert bonds.

c) Is the date when the parties propose to transfer ownership of securities in the case of transactions executed through Vietnam Securities Depository Corporation.

d) Is the date of submitting auction participation forms in the case of executing transactions through the auction method.

đ) Is the date when the parties propose to transfer at the issuing organization in the case of transactions not executed through Vietnam Securities Depository Corporation and not executed through the Stock Exchange.

12. Date of completion of securities transactions When

a) Is the date of completing the settlement of transactions in the case of transactions executed through the Stock Exchange.

b) Is the date of completing the settlement of transactions in the case of exercising the right to purchase.

c) Is the date of completing the conversion of bonds into shares according to the announcement of the issuing organization.

d) Is the effective date of transferring ownership of securities at Vietnam Securities Depository Corporation in the case of transactions executed through Vietnam Securities Depository Corporation.

đ) Is the date of completing the payment for purchasing shares according to the announcement of the organization implementing the share auction sale in the case of executing transactions through the auction method.

e) Is the date when the issuing organization confirms the effectiveness of the securities transfer in the case of transactions not executed through Vietnam Securities Depository Corporation and not executed through the Stock Exchange.

Article 4. Principles of Information Disclosure

1. Information disclosure must be complete, accurate, and timely in accordance with the law. The disclosure of personal information including: Citizen Identification Card, Identity Card, Military Identification Card, Valid Passport, contact address, permanent residence address, telephone number, fax number, email, securities trading account number, securities deposit account number, bank account number, foreign investor trading code, economic organizations with foreign investment holding more than 50% of the charter capital can only be carried out if the individual agrees.

2. The subject of information disclosure shall bear legal responsibility for the content of the disclosed information. In case there is a change in the content of the previously disclosed information, the subject of information disclosure must promptly disclose the full content of the change and the reason for the change compared to the previously disclosed information.

3. The subjects specified in Article 2 of this Circular, when disclosing information, must simultaneously report to the State Securities Commission and the Stock Exchange where the securities are listed or traded about the content of the disclosed information, including all information as prescribed. In cases where the disclosed information includes personal information as stipulated in Clause 1 of this Article and the subjects of information disclosure do not agree to disclose such information, they must submit two copies of the document to the State Securities Commission and the Stock Exchange, one copy containing all personal information and one copy without personal information for the State Securities Commission and the Stock Exchange to publicly disclose the information.

4. Information disclosure by organizations must be conducted by the legal representative or the authorized person to disclose information. Personal information disclosure is carried out by individuals themselves or by authorizing organizations or other individuals to carry it out. The details of information disclosure by the person responsible for disclosure are regulated in Article 6 of this Circular.

5. Subjects of information disclosure have the responsibility to preserve and retain disclosed information, report as prescribed in this Circular as follows:

a) Periodic disclosed information and information on registering public companies must be retained in paper form (if applicable) and electronic data for a minimum of 10 years. Such information must be accessible on the electronic information website of the information disclosure subject for a minimum of 5 years.

b) Abnormal disclosed information, upon request, or other activities must be retained and accessible on the electronic information website of the information disclosure subject for a minimum of 5 years.

Article 5. Language for Disclosure of Information on the Securities Market[3]

1. The language for disclosure of information on the securities market shall be Vietnamese. Listed organizations, public companies, stock exchanges, Vietnam Securities Depository and Central Counterparty Corporation shall simultaneously disclose information in English as prescribed in Clauses 2 and 3 of this Article. Information disclosed in English must ensure consistency with the content of information disclosed in Vietnamese. In case there is a difference or different interpretation between the information in Vietnamese and English, the information in Vietnamese shall prevail.

2. Listed organizations, public companies shall simultaneously disclose information in English according to the following schedule:

a) Large-scale listed organizations and public companies shall simultaneously disclose periodic information in English from January 1, 2025;

b) Large-scale listed organizations and public companies shall simultaneously disclose extraordinary information, information upon request, and information about other activities of public companies in English from January 1, 2026; 2026;

c) Public companies not falling within the scope prescribed in points a and b of this clause shall simultaneously disclose periodic information in English from January 1, 2027;

d) Public companies not falling within the scope prescribed in points a and b of this clause shall simultaneously disclose extraordinary information, information upon request, and information about other activities of public companies in English from January 1, 2028.

3. Stock exchanges, Vietnam Securities Depository and Central Counterparty Corporation shall disclose information in both Vietnamese and English. Vietnam publishes information in both Vietnamese and English.

Article 6. Persons Responsible for Disclosure of Information

1. Organizations required to disclose information must fulfill their obligation to disclose information through one legal representative or one individual authorized to disclose information on behalf of the organization.

a) The legal representative shall be responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized person. In case an event requiring disclosure occurs and all legal representatives and authorized persons are absent, the member holding the highest position in the Management Board shall be responsible for replacing them to perform the disclosure obligation. If more than one person holds the highest position, the remaining members of the Management Board must vote or designate one person to be responsible for disclosure;

b) The organization must report and re-report information about the person responsible for disclosure to the State Securities Commission and the stock exchange within twenty-four hours from the date the designation, authorization, or change of the person responsible for disclosure takes effect. The content of the report about the person responsible for disclosure includes: Authorization letter for disclosure of information in accordance with the form prescribed in Appendix I attached hereto, Information provision form in accordance with the form prescribed in Appendix III attached hereto.

2. Individual investors subject to the disclosure obligation may themselves fulfill the disclosure obligation or authorize one organization (securities company, investment fund management company, public company, depository member, Vietnam Securities Depository and Central Counterparty Corporation, or another organization) or one individual to fulfill the disclosure obligation as follows:

a) In the case of self-disclosure, the first time an individual investor discloses information, they must submit to the State Securities Commission and the stock exchange the Information Provision Form in accordance with the form prescribed in Appendix III attached hereto and have the responsibility to provide accurate, timely, and complete information when there are changes in the contents of the aforementioned Information Provision Form;

b) In the case of authorizing disclosure, the individual investor shall be responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized person. The investor has the responsibility to provide accurate, timely, and complete information about their securities ownership status and relationships with related parties (if any) to the organization or individual authorized to disclose information so that these individuals can fulfill their obligation to report ownership and disclose information in accordance with the law;

c) Individuals must report and re-report information about the authorized person for disclosure to the State Securities Commission and the stock exchange within twenty-four hours from the date the authorization for disclosure becomes effective. The content of the report about the authorized person for disclosure includes: Authorization letter for disclosure of information in accordance with the form prescribed in Appendix II attached hereto, Information provision form in accordance with the form prescribed in Appendix III attached hereto (in case the authorized person for disclosure is an individual).

3. Foreign investors, groups of foreign investors shall fulfill the obligations of reporting and disclosing information in accordance with this Circular and laws on foreign investment activities in the Vietnamese securities market.

4. The disclosure of information of public funds, public securities investment companies shall be performed by the investment fund management company.

Article 7. Means of Reporting and Publishing Information

1. The means of reporting and publishing information include:

a) The electronic information website (website) of the organization that publishes information;

b) The information publication system of the State Securities Commission;

c) The electronic information website of the Stock Exchange, other information publication means according to the Stock Exchange's Charter;

d) The electronic information website of the Vietnam Securities Depository and Central Counterparty Corporation;

đ) Other mass media means as prescribed by law (print newspapers, online newspapers, etc.);

2. Organizations that publish information must establish an electronic information website according to the following provisions:

a) Public companies must establish an electronic information website when completing the public company registration procedures with the State Securities Commission. Issuing organizations conducting initial public offerings of shares and issuing corporate bonds to the public must establish an electronic information website before implementing the offering. Securities companies, investment fund management companies, securities company branches, and foreign fund management companies in Vietnam must establish an electronic information website upon commencing operations. Organizations listing corporate bonds, organizations listing shares, and organizations registering for trading must establish an electronic information website when completing the listing registration or trading registration procedures on the Stock Exchange;

b) When establishing an electronic information website, organizations must report to the State Securities Commission and the Stock Exchange and publicly disclose the website address and any changes related to this address within three working days from the completion of establishing the website or when changing the website address;

c) The electronic information website must contain information about the business industry and profession, and all contents required to be publicly announced on the National Enterprise Registration Portal according to the Law on Enterprises, along with any related changes; a separate section on shareholder relations (investors), which must publish the Company Charter, Information Disclosure Regulations, Internal Corporate Governance Regulations (if any), Board of Directors Operation Regulations, Supervisory Board Regulations (if any), Prospectus (if any), regular, extraordinary, requested information disclosures, and other activities stipulated in the Circular;

d) The electronic information website must display the time of information posting and ensure that investors can search and access data on the website;

3. Public companies, organizations issuing corporate bonds to the public, organizations conducting initial public offerings of shares, securities companies, investment fund management companies, securities company branches, and foreign fund management companies in Vietnam must publish information and report on the means specified in points a and b Clause 1 of this Article;

4. Organizations listing shares, organizations listing corporate bonds, organizations registering for trading, member securities companies, listed public funds, and public investment securities companies must publish information and report on the means specified in points a, b, and c Clause 1 of this Article;

5. The Stock Exchange must publish information on the means specified in point c Clause 1 of this Article;

6. The Vietnam Securities Depository and Central Counterparty Corporation must publish information on the means specified in point d Clause 1 of this Article;

7. In cases where the obligation to publish information arises on holidays or statutory holidays, the entities mentioned in Clause 3 and Clause 4 of this Article must publish information on the means specified in point a Clause 1 of this Article and fully fulfill their obligation to publish information according to the law on the first working day after the holiday or statutory holiday;

8. In cases where the obligation to publish information arises on holidays or statutory holidays for entities not covered by the provisions of Clause 7 of this Article, they must fulfill their obligation to publish information according to the law on the first working day after the holiday or statutory holiday;

9. The method of reporting and publishing information on the information publication system of the State Securities Commission and the information publication means of the Stock Exchange shall be carried out according to the guidelines of the State Securities Commission and the Stock Exchange;

10. Information publishers are not required to submit paper copies to report to the State Securities Commission and the Stock Exchange if the documents have been published on all reporting and publishing means as stipulated in Clause 3 and Clause 4 of this Article and comply with legal regulations on electronic documents.

Article 8. Temporary suspension of information disclosure

1. The subject of information disclosure may temporarily suspend information disclosure in cases of force majeure such as natural disasters, fires, wars, epidemics, and other force majeure events. The subject of information disclosure must report to the State Securities Commission and the Stock Exchange about the temporary suspension of information disclosure immediately upon occurrence of the event (specifying clearly the reasons for the temporary suspension of information disclosure), while simultaneously disclosing the temporary suspension of information disclosure.

2. Immediately after overcoming the force majeure situation, the subject of information disclosure shall be responsible for fully disclosing all information that was not previously disclosed in accordance with the law.

Chapter II. INFORMATION DISCLOSURE OF JOINT STOCK COMPANIES

 

Article 9. Information Disclosure Regarding Registration as a Public Joint Stock Company

Within seven days from the date the State Securities Commission confirms the completion of the registration of a public joint stock company as stipulated in Clause 3, Article 32 of the Securities Law, the public joint stock company shall be responsible for disclosing its status as a public joint stock company along with the public information announcement on the company's website and the information system of the State Securities Commission.

Article 10. Periodic Information Disclosure

1. Public joint stock companies must disclose audited annual financial reports by an approved auditing organization according to the following principles:

a) Financial statements must include all reports, appendices, and explanations as prescribed by the law on enterprise accounting;

In case the public joint stock company is the parent company of another organization, the public joint stock company must disclose two reports: the annual financial statement of its own unit and the consolidated annual financial statement as prescribed by the law on enterprise accounting;

In case the public joint stock company is the upper-level accounting unit with subordinate units having separate accounting systems, it must disclose the consolidated annual financial statement as prescribed by the law on enterprise accounting;

In case the public joint stock company is both the parent company of another organization and the upper-level accounting unit with subordinate units having separate accounting systems, the public joint stock company must disclose two reports: the consolidated annual financial statement and the consolidated annual financial statement as prescribed by the law on enterprise accounting;

b) Public joint stock companies must disclose information about the audited annual financial report including the audit report on the financial statements and the explanatory letter of the company when the auditing organization issues an opinion that is not a full acceptance of the financial statements;

c) Deadline for disclosing the annual financial statement

Public joint stock companies must disclose the audited annual financial statement within ten days from the date the auditing organization signs the audit report but not later than ninety days from the end of the fiscal year.

2. Public joint stock companies must prepare an annual report according to the form prescribed in Appendix IV attached hereto and disclose this report within twenty days from the date of disclosing the audited annual financial statement but not later than one hundred and ten days from the end of the fiscal year.

Financial information in the annual report must be consistent with the audited annual financial statement.

3. Disclosure of information regarding the Annual General Meeting of Shareholders

a) At least twenty-one days before the opening of the Annual General Meeting of Shareholders, if the Company Charter does not specify a longer period, the public joint stock company must disclose on its website and the website of the State Securities Commission and the Stock Exchange (in case it is a listed entity or an entity registered for trading) about the meeting of the Annual General Meeting of Shareholders, specifying the link to all meeting documents, including: invitation notice, agenda, voting ballots, documents used during the meeting, and draft resolutions for each item on the agenda. Meeting documents must be updated with any amendments and supplements (if any);

b) The minutes of the Annual General Meeting of Shareholders, resolutions, and accompanying documents in the minutes and resolutions must be disclosed within the time limit prescribed in point c, Clause 1, Article 11 of this Circular.

4. Public joint stock companies must disclose information about the corporate governance report according to the form prescribed in Appendix V attached hereto within thirty days from the end of the first six months and the end of the calendar year.

Article 11. Unusual Information Disclosure

1. Public companies must disclose unusual information within 24 hours from the occurrence of any of the following events:

a) The company's account at a bank or foreign bank branch being frozen upon request of an authorized agency or when a service provider detects fraudulent or illegal activities related to the payment account; the account is allowed to resume operations after being unfrozen in cases stipulated herein;

b) Upon receipt of a document from an authorized state agency or when the company makes a decision to temporarily suspend part or all of its business operations; change in registered business content; revocation of the Business Registration Certificate; amendment, supplementation, suspension, or revocation of the License for Establishment and Operation or the Operating License;

c) Adoption of a resolution by the Extraordinary General Meeting of Shareholders. Disclosed materials include: Resolution of the General Meeting of Shareholders, minutes of the meeting, and accompanying documents with the resolution or minutes of the vote counting (in case of soliciting shareholder opinions in writing). In the event that the Extraordinary General Meeting of Shareholders adopts a resolution to delist, the company must disclose information about the delisting along with the approval ratio of non-major shareholders;

d) Decision to repurchase shares of the company or sell treasury shares; date of exercising the right to purchase shares by bondholders accompanied by share purchase rights or the date of converting convertible bonds into shares; decision to offer securities abroad and other decisions related to the issuance of securities;

đ) Decision on dividend level, dividend distribution form, and dividend payment time; decision to split or consolidate shares;

e) Decision on restructuring the enterprise (splitting, separating, merging, consolidating, changing the type of enterprise), dissolution, bankruptcy of the enterprise; change in tax code, change in company name, company seal; change in location; establishment of new or closure of headquarters, branches, factories, representative offices; issuance, amendment, supplementation of Articles of Association; medium-term development strategy and annual business plan of the company;

g) Decision to change the accounting period, accounting policies applied (except in cases where changes in accounting policies applied are due to changes in legal regulations); announcement of the auditing firm that has signed an audit contract for the annual financial report or change in the auditing firm (after signing the contract); cancellation of the signed audit contract;

h) Decision to participate in capital contribution to establish, purchase to increase ownership in another company leading to it becoming a subsidiary, associated company, or sell to reduce ownership in a subsidiary, associated company leading to it no longer being a subsidiary, associated company, or dissolve a subsidiary, associated company;

i) Decision of the General Meeting of Shareholders or Board of Directors approving contracts, transactions between the company and insiders, related parties of insiders, or related parties of public companies;

k) When there is a change in the number of voting shares. The timing of information disclosure is carried out as follows:

In the case of issuing additional shares or converting bonds, preferred shares into common shares, starting from the date the company reports to the Securities Commission on the results of issuance, conversion results according to the law on securities issuance;

In the case of repurchasing the company's own shares or selling treasury shares, starting from the date the company reports the transaction results according to the law on repurchasing the company's own shares, selling treasury shares;

In the case of repurchasing employee shares under the company's share issuance regulation for employees or repurchasing odd-lot shares at the request of shareholders; securities companies repurchasing their own shares to correct trading errors or repurchasing odd-lot shares, the company discloses information within the first 10 days of the month based on completed transactions and updated to the date of information disclosure;

l) The company changes, appoints new, reappoints, or dismisses insiders; receives resignation letters from insiders (the company needs to clearly specify the effective date according to the Law on Enterprises and the Company Charter). At the same time, the company sends to the Securities Commission, Stock Exchange the Insider Information Provision Form of the new insider according to the model prescribed in Appendix III issued together with this Circular;

m) Decision to buy, sell assets or conduct transactions valued more than 15% of the total assets of the company based on the most recent audited annual financial report or reviewed semi-annual financial report. In the case of a public company being a parent company, it bases on the consolidated financial report;

n) Upon receiving a decision to initiate prosecution against the company or insiders of the company; temporary detention, criminal responsibility pursuit against insiders of the company;

o) Upon receiving a court judgment or decision with legal effect related to the company's activities; Decision on administrative penalties for tax law violations;

p) The company receives notice from the Court accepting a petition requesting the initiation of bankruptcy proceedings for the enterprise;

q) In the case where the company becomes aware of an event or information affecting the price of its own securities, the company must confirm or correct such event or information;

r) When other events occur that significantly impact the company's production and business operations or management situation;

s) Approval or cancellation of listing on a foreign stock exchange.

2. When disclosing information as prescribed in Clause 1 of this Article, public companies must clearly state the event occurred, cause, and remedial measures (if any);

3. Disclosure of information regarding extraordinary general meetings of shareholders or adoption of resolutions of extraordinary general meetings of shareholders through solicitation of shareholder opinions in writing

a) The disclosure of information regarding extraordinary general meetings of shareholders is implemented according to the provisions of Clause 3, Article 10 of this Circular;

b) In case of soliciting shareholders' opinions through written ballots at least ten days before the deadline for returning the ballots, unless the Company's Articles of Association stipulate a longer period, the public company must publish such information on its own website and simultaneously send to all shareholders the ballots, draft resolutions of the Shareholders' Meeting, and explanatory materials for the draft resolutions.

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

a) Public companies must disclose information about the anticipated last registration date for exercising rights of existing shareholders at least ten days before the anticipated last registration date, except in cases provided for in point b of this clause;

b) Public companies must disclose information about the anticipated last registration date for exercising rights of existing shareholders to attend the Shareholders' Meeting at least twenty days before the anticipated last registration date.

5. In cases where the audit organization issues an audit opinion or review conclusion that is not a fully accepted audit opinion or review conclusion regarding financial statements or restated financial statements, the public company must disclose information about the audit opinion, review conclusion, and results of restating the financial statements within the time limit specified in Clause 1 of Article 10, Clause 2 and Clause 3 of Article 14 of this Circular.

6. Disclosure of information in other special circumstances.

After changing the accounting period, the public company must publish the financial report for the interim period between two accounting periods of the old fiscal year and the new fiscal year in accordance with the law on enterprise accounting within ten days from the date the auditing organization signs the audit report but not later than ninety days from the start of the new fiscal year.

Article 12. Disclosure of Information Upon Request.

1. In the following cases, public companies must disclose information within twenty-four hours from the time they receive requests from the State Securities Commission, the Stock Exchange where the company is listed or registered for trading, upon occurrence of any of the following events:

a) Events seriously affecting the legitimate interests of investors;

b) Information related to the company significantly impacting the price of securities and requiring confirmation of such information.

2. The content of information disclosed upon request must clearly state the event requested to be disclosed by the State Securities Commission or the Stock Exchange; the cause and the company's assessment of the authenticity of the event, and any corrective measures (if applicable).

Article 13. Disclosure of Information Regarding Other Activities of Public Companies.

1. Disclosure of information on activities of issuing, offering, listing, registering for trading, and reports on capital utilization.

Public companies conducting individual private placements, public offerings, issuances, listings, or registrations for trading must fulfill their obligation to disclose information on these activities and reports on capital utilization in accordance with laws governing securities offerings, issuances, listings, and registrations for trading.

2. Disclosure of information on foreign ownership ratio.

Public companies must disclose information on the maximum foreign ownership ratio of their company and any changes related to this ratio on their own website, the Stock Exchange, the Vietnam Securities Depository and Central Counterparty Corporation, and the information disclosure system of the State Securities Commission, in accordance with securities laws guiding foreign investment activities in the Vietnamese securities market.

3. Disclosure of information on transactions involving repurchasing their own shares or selling treasury shares.

When a public company repurchases its own shares or sells treasury shares, the company must comply with the legal requirements for disclosing such transactions.

If a company repurchases its own shares and, after completing the payment for the repurchased shares, the total value of assets recorded in the accounting books decreases by more than ten percent, the company must notify all creditors and disclose such information within fifteen days from the completion of the payment obligation for repurchasing shares.

Chapter III. DISCLOSURE OF INFORMATION BY ORGANIZATIONS LISTING SHARES, LARGE PUBLIC COMPANIES

 

Article 14. Periodic Information Disclosure

1. Listed stock organizations and large public companies must disclose periodic information as prescribed in Article 10 of this Circular.

2. Listed stock organizations and large public companies must disclose semi-annual financial reports that have been reviewed by an approved auditing organization.

a) The semi-annual financial report must be a complete interim financial report according to the Accounting Standard "Interim Financial Reporting," presenting financial data for the first six months of the fiscal year, prepared in accordance with point a, Clause 1, Article 10 of this Circular;

b) The semi-annual financial report must be reviewed according to the Review Standards for Financial Reporting. The full text of the semi-annual financial report must be fully disclosed, accompanied by the review conclusion and the company's explanatory document if the review conclusion is not a full acceptance conclusion;

c) Deadline for disclosing the semi-annual financial report

Listed stock organizations and large public companies must disclose the reviewed semi-annual financial report within five days from the date the auditing organization signs the review report but not later than forty-five days from the end of the first six months of the fiscal year.

In cases where listed stock organizations and large public companies are parent companies of other organizations or are higher-level accounting units with subordinate accounting units under their own accounting system, they must disclose the reviewed semi-annual financial report within five days from the date the auditing organization signs the review report but not later than sixty days from the end of the first six months of the fiscal year.

3. Listed stock organizations and large public companies must disclose quarterly financial reports or reviewed quarterly financial reports (if available).

a) The quarterly financial report must be a complete interim financial report according to the Accounting Standard "Interim Financial Reporting," prepared in accordance with point a, Clause 1, Article 10 of this Circular;

b) The full text of the quarterly financial report or reviewed quarterly financial report (if available) must be fully disclosed, accompanied by the review conclusion and the company's explanatory document if the reviewed quarterly financial report has a review conclusion that is not a full acceptance conclusion;

c) Deadline for disclosing the quarterly financial report

Listed stock organizations and large public companies must disclose the quarterly financial report within twenty days from the end of the quarter. If the reviewed quarterly financial report (if available) is disclosed, it must be done within five days from the date the auditing organization signs the review report but not later than forty-five days from the end of the quarter.

In cases where listed stock organizations and large public companies are parent companies of other organizations or are higher-level accounting units with subordinate accounting units under their own accounting system, they must disclose the quarterly financial report within thirty days from the end of the quarter.

In cases where listed stock organizations and large public companies have already disclosed the reviewed quarterly financial report within the stipulated period for the quarterly financial report, they are not required to disclose the quarterly financial report.

4. When disclosing the financial reports mentioned in Clauses 1, 2, and 3 of this Article, listed stock organizations and large public companies must simultaneously explain the reasons when one of the following situations occurs:

a) Net profit after corporate income tax in the reporting period's operating results report changes by 10% or more compared to the same period of the previous year;

b) Net profit in the reporting period incurs a loss, changing from profit in the same period of the previous year to a loss in this period or vice versa;

c) Net profit in the reporting period shows a difference before and after auditing or reviewing by 5% or more, changing from a loss to a profit or vice versa.

5. In cases where listed stock organizations and large public companies are parent companies of other organizations or are higher-level accounting units with subordinate accounting units under their own accounting system, they must explain the reasons for the events specified in Clause 4 of this Article based on the parent company's financial report or consolidated financial report and consolidated financial statements.

Article 15. Unusual Information Disclosure

1. Listed companies and large public companies must disclose unusual information in the cases prescribed in Article 11 of this Circular.

2. Listed companies and large public companies must disclose unusual information within 24 hours from the occurrence of any of the following events:

a) Decision to increase or decrease registered capital;

b) Decision to invest capital in an organization, project, borrow, lend or other transactions with a value of 10% or more of the company's total assets as reported in the most recent audited annual financial statement or reviewed semi-annual financial statement (based on the consolidated financial statements for the case where the listed company is a parent company);

c) Decision to invest capital with a value of 50% or more of the registered capital of an organization (determined based on the registered capital of the organization receiving the investment before the investment).

Article 16. Information Disclosure Upon Request

Listed companies and large public companies must disclose information upon request as prescribed in Article 12 of this Circular.

Article 17. Disclosure of Other Activities of Listed Companies and Large Public Companies

Listed companies and large public companies must disclose information about other activities as prescribed in Article 13 of this Circular.

Article 18. Time of Commencement and Termination of Information Disclosure Obligations of Large Public Companies

1. A public company shall fulfill its obligation to disclose information as a large public company under this Circular from the time it has contributed capital from shareholders of 120 billion VND or more in the most recently audited annual financial report.

2. Within one year from the date it is no longer considered a large public company as defined in Clause 1, Article 3 of this Circular, the company continues to fulfill its obligation to disclose information as a large public company under this Circular.

Chapter IV. INFORMATION DISCLOSURE OF ORGANIZATIONS ISSUING PUBLIC ENTERPRISE BONDS, LISTED PUBLIC ENTERPRISE BONDS AND ORGANIZATIONS IMPLEMENTING THE FIRST PUBLIC OFFERING OF SHARES

 

Article 19. Information Disclosure of Organizations Issuing Public Enterprise Bonds

1. Organizations issuing public enterprise bonds must disclose information regarding the issuance of public enterprise bonds according to the laws governing the issuance of public enterprise bonds.

2. Organizations issuing public enterprise bonds must fulfill the obligation to disclose the following information:

a) Periodic disclosure of annual financial reports audited by approved auditing organizations, annual reports, and resolutions of the annual general meeting of shareholders (for organizations issuing bonds that are joint-stock companies), starting from the end of the bond issuance period until the completion of bond payment as stipulated in Clauses 1, 2, and 3 of Article 10 of this Circular;

b) In the case of raising funds for investment projects, the issuer must periodically disclose audited reports on the use of funds raised from the issuance, progress reports on fund usage from the end of the bond issuance period until the completion of bond payment or disbursement of all raised funds, whichever occurs first, specifically as follows:

The issuer of public enterprise bonds must provide detailed explanations on the use of funds raised from the issuance in the annual financial report confirmed by audit or simultaneously publish the audited report on the use of funds raised from the issuance together with the annual financial report confirmed by audit and report at the annual general meeting of shareholders or the regular board of directors;

Every six months, the issuer must disclose information on the progress of using funds raised from the issuance within five working days from the end of the reporting period;

c) Organizations issuing public enterprise bonds must disclose information on the situation of principal and interest payments on bonds according to the model prescribed in Appendix VI issued along with this Circular within thirty days from the end of the first six months and the end of the calendar year;

d) Disclose unusual information when any event occurs as prescribed in Clause 1, Article 11 of this Circular and clearly state the event, cause, and remedial measures (if any);

đ) In the case of issuing non-mandatory convertible bonds, the issuer must send notification letters to each bondholder and disclose information about the time, ratio, price, and registration location for conversion at least one month before the bond conversion date;

e) Disclose information upon request as prescribed in Article 12 of this Circular.

Article 20. Disclosure of Information by Organizations Listing Corporate Bonds

1. An organization listing corporate bonds that is a public company shall disclose information in accordance with the provisions of Articles 10, 11, 12, and 13 of this Circular.

2. An organization listing corporate bonds that is a listed stock corporation or a large-scale public company shall disclose information in accordance with the provisions of Articles 14, 15, 16, and 17 of this Circular.

3. An organization listing corporate bonds that does not fall within the scope of the provisions of Clause 1 and Clause 2 of this Article shall disclose information from the date of listing of corporate bonds until the completion of bond repayment or the delisting of corporate bonds, whichever occurs first, specifically as follows:

a) Periodic disclosure of audited annual financial reports and annual reports as stipulated in Clause 1 and Clause 2 of Article 10 of this Circular;

b) Disclosure of extraordinary information when any event specified in Article 15 of this Circular occurs (the Board of Directors shall be replaced by the Board of Members if it is a limited liability company);

c) Disclosure of information as required under Article 12 of this Circular.

Article 21. Disclosure of Information by Issuers Conducting Initial Public Offerings of Shares

1. An issuer conducting an initial public offering of shares must disclose information on the issuance of shares to the public in accordance with the laws governing the issuance of shares to the public.

2. An issuer whose capital contribution of shareholders exceeds 120 billion VND after completing the initial public offering of shares shall disclose information in accordance with the provisions of Articles 14, 15, 16, and 17 of this Circular.

Chapter V. DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES, SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES, BRANCHES OF SECURITIES COMPANIES AND FOREIGN SECURITIES MANAGEMENT COMPANIES IN VIETNAM

 

Article 22. Periodic Disclosure

1. Securities companies, securities investment fund management companies, branches of securities companies, and foreign securities management companies in Vietnam shall disclose periodic information in accordance with the provisions of Article 14 of this Circular (in the case where the securities company and securities investment fund management company is a limited liability company, the General Shareholders' Meeting shall be replaced by the Board of Members, and the Board of Directors shall be replaced by the Board of Members).

2. Securities companies, securities investment fund management companies, branches of securities companies, and foreign securities management companies in Vietnam must disclose the financial safety ratio report at June 30, which has been reviewed, and at December 31, which has been audited by an approved auditing organization, concurrently with the disclosure of the semi-annual financial report that has been reviewed and the annual financial report that has been audited.

Article 23. Extraordinary Disclosure

1. Securities companies, securities investment fund management companies that are joint-stock companies, branches of securities companies, and foreign securities management companies in Vietnam shall disclose extraordinary information in accordance with the provisions of Article 15 of this Circular and within 24 hours from the occurrence of any of the following events:

a) Upon receipt of the State Securities Commission's decision on administrative penalties in the securities and securities market sector against the company, branch, securities practitioners of the company, branch; the General Director (Director), Deputy General Director (Deputy Director) having their securities practice certificates suspended for a period or revoked;

b) Upon receipt of the decision to initiate prosecution, temporary detention, or criminal responsibility pursuit related to securities practitioners of the company, branch;

c) Upon receipt of the State Securities Commission's decision to place the company under warning, supervision, special supervision, or removal from such status; suspension of operations, temporary cessation of operations, or termination of the suspension of operations;

d) Upon receipt of the State Securities Commission's approval for establishment, closure, change of name, location of branch, trading room, representative office domestically or abroad; change of business activities at branch; establishment of a subsidiary abroad; indirect investment abroad;

đ) Upon receipt of the State Securities Commission's approval for providing online securities trading services; providing or cooperating with credit organizations to provide customer loan services to purchase securities or securities lending services; providing or cooperating with credit organizations to provide advance payment services for selling securities; securities custody; securities settlement and payment; derivative securities market services;

e) Upon receipt of the State Securities Commission's decision on the issuance and listing of securities abroad;

g) Upon completion of share transfer transactions, equity contributions to become shareholders, contributors holding 10% or more of the subscribed charter capital of non-public securities companies; transactions changing ownership of shares or equity contributions accounting for 10% or more of the subscribed charter capital or transactions leading to shareholder or contributor ownership exceeding or falling below the levels of 10%, 25%, 50%, and 75% of the subscribed charter capital of non-public fund management companies;

h) When a securities company voluntarily discontinues or ceases to provide one of the products, services, or securities business activities;

i) When a securities company suffers from information technology incidents affecting its ability to execute securities transactions for customers.

2. Securities companies, securities investment fund management companies that are limited liability companies must disclose extraordinary information within 24 hours from the occurrence of any of the events specified in point a, b, c, e, g, h, l, n, o, p, r, and s of Clause 1 of Article 11, Clause 2 of Article 15, and Clause 1 of this Article (General Shareholders' Meeting shall be replaced by the Board of Members, and the Board of Directors shall be replaced by the Board of Members).

3. Securities companies, investment fund management companies, securities company branches, and foreign fund management companies in Vietnam when disclosing information pursuant to Clauses 1 and 2 of this Article must clearly state the event that occurred, its cause, and any corrective measures (if applicable).

Article 24. Disclosure of Information upon Request

1. Securities companies, investment fund management companies, securities company branches, and foreign fund management companies in Vietnam must disclose information within 24 hours from the time they receive a request from the State Securities Commission or the Stock Exchange if such information relates to the company or branch and significantly affects the rights and legitimate interests of investors.

2. The content of the information disclosed under Clause 1 of this Article must clearly state the event requested for disclosure by the State Securities Commission or the Stock Exchange; the cause and degree of authenticity of the event, and any corrective measures (if applicable).

Article 25. Other Disclosures by Securities Companies, Investment Fund Management Companies, Securities Company Branches, and Foreign Fund Management Companies in Vietnam

1. Securities companies, investment fund management companies, branches, representative offices of securities companies, and foreign fund management companies in Vietnam must disclose information about their operations through the information dissemination means of the State Securities Commission and on one online newspaper or print newspaper for at least three consecutive issues at least thirty days before the anticipated official operation date.

2. Securities companies must disclose information at their headquarters, branches, trading rooms, and post it on their corporate website regarding matters related to trading methods, order placement, margin trading, settlement times, transaction fees, services provided, and the list of securities professionals employed by the company. In cases where margin trading services are provided, the securities company must notify the conditions for providing such services, including requirements for margin ratios, interest rates on loans, loan terms, methods for executing additional margin calls, and the list of securities eligible for margin trading.

3. When executing orders to sell collateralized securities or sell securities held as collateral for internal persons or related parties of internal persons, securities companies must disclose this information on their corporate website. After the transaction is completed, the securities company must inform the customer of the transaction results no later than the end of the trading day so that the customer can fulfill their obligation to disclose information as stipulated in Article 33 of this Circular.

4. Securities companies that issue warrant-secured bonds must comply with the obligations to disclose information as prescribed by laws governing the issuance and trading of warrant-secured bonds.

5. Except in cases where customers entrust the holding of shares, investment fund management companies and foreign fund management company branches in Vietnam together with entrusted customers must fulfill the disclosure obligations as follows:

a) Fulfill the disclosure obligations applicable to major shareholders as stipulated in Article 31 of this Circular when the total number of shares owned by the investment fund management company and its entrusted customers, or the total number of shares owned by the foreign fund management company branch in Vietnam, its parent company, and its entrusted customers reaches five percent or more of the total number of voting shares of a public company or holds five percent or more of the fund certificates of closed-end funds, excluding entrusted customers being ETF funds.

b) Fulfill the disclosure obligations applicable to internal persons and related parties of internal persons as stipulated in Article 33 of this Circular when the investment fund management company is considered a related party of an internal person according to the law, except for periodic index-based swap and restructuring transactions of ETF portfolios.

6. Investment fund management companies and foreign fund management company branches in Vietnam must fulfill the obligation to report and disclose information related to securities transactions on behalf of their customers when holding entrusted assets of customers in their name, if the customers belong to the category required to disclose information. If the customer invests in holding entrusted assets, the customer is responsible for fulfilling the reporting and disclosure obligations as prescribed by law.

7. In addition to the provisions set forth in Clauses 1, 2, 3, 4, 5, and 6 of this Article, securities companies and investment fund management companies must comply with other disclosure obligations as prescribed in Article 13 of this Circular and laws governing the establishment and operation of securities companies and investment fund management companies.

8.[4] In cases where foreign institutional investors fail to pay for purchased shares to securities companies as stipulated in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC, the securities company where the foreign institutional investor placed the trading order must report to the State Securities Commission, the Vietnam Stock Exchange, and the Vietnam Securities Depository and Central Counterparty Corporation about the transactions of the foreign institutional investor according to the form prescribed in Appendix XVII attached to this Circular on the same day the foreign institutional investor fails to fulfill the payment obligation to the securities company as stipulated.

Chapter VI. DISCLOSURE OF INFORMATION BY MUTUAL FUNDS AND SECURITIES INVESTMENT COMPANIES

 

Article 26. Periodic Disclosure of Information about Public Funds

1. Periodic Disclosure of Information of Public Funds

a) Financial Report

The fund management company must disclose the annual financial report audited by an approved auditing organization, the semi-annual financial report reviewed, and the quarterly financial report of the fund. The content of the financial report shall be carried out in accordance with the accounting laws applicable to related funds. The deadline for disclosing the financial report shall be implemented according to Clause 1, 2, and 3 of Article 14 of this Circular.

b) Investment Activity Report

The fund management company must periodically report and disclose monthly, quarterly, and annually the investment activity reports of the fund in accordance with the laws guiding the operation and management of securities investment funds.

c) Net Asset Value Report

The fund management company must regularly disclose the net asset value change report of public funds weekly and disclose the net asset value of the fund on the next working day following the valuation date according to the laws guiding the operation and management of securities investment funds.

d) Summary Report of Fund Management Activities

The fund management company must periodically disclose the summary report of fund management activities of public funds semi-annually and annually according to the laws guiding the operation and management of securities investment funds.

2. The fund management company must disclose information related to the Investor General Meeting of public funds in accordance with the provisions applicable to the Shareholders' Meeting of public companies under Clause 3 of Article 10 of this Circular.

3. In addition to the provisions of Clause 1 and Clause 2 of this Article, the fund management company must comply with other disclosure obligations of securities investment funds according to the laws guiding the operation and management of securities investment funds.

4. Except for the financial reports as stipulated in Clause 1 of this Article, the deadlines for disclosing other periodic information of public funds are as follows:

a) For weekly periodic information: On the first working day of the following week or on the next working day following the valuation date (for open-ended funds);

b) For monthly periodic information: Within five working days from the end of the nearest month;

c) For quarterly periodic information: Within twenty days from the end of the nearest quarter;

d) For six-monthly (semi-annual) periodic information: Within forty-five days from the end of the nearest six months (semi-annual period);

đ) For annual periodic information: Within ninety days from the end of the nearest year.

Article 27. Unusual Disclosure of Information about Public Funds

1. The fund management company must disclose unusual information within twenty-four hours from the occurrence of any of the following events concerning public funds:

a) Approval of the decision of the Investor General Meeting;

b) Decision to change the charter capital of closed-end funds;

c) Issuance or revocation of the Certificate of Offering Public Fund Units to the Public;

d) Suspension, cancellation of the offering of public fund units; unsuccessful public fund unit offerings;

đ) Amendment of the Charter, Prospectus;

e) Decision to merge, consolidate, split, dissolve, extend the term of operation, liquidate assets of public funds;

g) Issuance of the Certificate of Establishment of the Fund, Decision to Amend the Certificate of Establishment of the Fund;

h) Announcement of the last registration date, the implementation date of rights for investors of the fund;

i) Incorrect valuation of the net asset value of public funds;

k) Change of the name of the fund, change of supervisory bank, fund management company; change of fund establishment members, market maker organizations (for ETFs);

l) Exceeding investment limits and incorrect adjustments of the investment portfolio of public funds;

m) Temporary suspension of swap transactions or deviation from the reference index exceeding the permissible level (for ETFs);

n) Cases stipulated at points a, đ, g, l, n, and o of Clause 1 of Article 11 of this Circular.

2. The fund management company must disclose information about extraordinary Investor General Meetings or taking opinions of Investor General Meetings in writing according to Clause 3 of Article 11 of this Circular.

3. The fund management company must disclose other unusual information about public funds according to the laws guiding the operation and management of securities investment funds.

4. When disclosing information about events specified in Clauses 1, 2, and 3 of this Article, the fund management company must clearly state the event occurred, the cause, the plan, and corrective measures (if any).

Article 28. Periodic Disclosure of Information about Public Securities Investment Companies

1. Financial Reports

The fund management company must disclose annually audited financial reports by approved auditing organizations, semi-annual reviewed financial reports, and quarterly financial reports of public securities investment companies in accordance with Article 14 of this Circular.

2. Investment Activity Reports

The fund management company must periodically disclose monthly, quarterly, and annual investment activity reports of public securities investment companies in accordance with laws guiding the operation and management of public securities investment companies.

3. Net Asset Value Change Reports

The fund management company must periodically disclose weekly net asset value change reports of public securities investment companies in accordance with laws guiding the operation and management of public securities investment companies.

4. Summary Reports on Management Activities of Public Securities Investment Companies

The fund management company must periodically disclose semi-annual and annual summary reports on management activities of public securities investment companies in accordance with laws guiding the operation and management of public securities investment companies.

5. The fund management company must disclose information about the Shareholders' Meeting of public securities investment companies in accordance with Clause 3, Article 10 of this Circular.

6. Except for financial reports as stipulated in Clause 1 of this Article, the deadlines for periodic disclosure of other information of public securities investment companies shall be implemented in accordance with Clause 4, Article 26 of this Circular.

Article 29. Unusual Disclosure of Information about Public Securities Investment Companies

1. The fund management company must disclose unusual information within 24 hours from the occurrence of any of the following events concerning public securities investment companies:

a) Suspension or cancellation of a share issuance period of public securities investment companies;

b) Temporary suspension of trading of shares of public securities investment companies;

c) Amendment to Articles of Association, Prospectus;

d) Decision to merge, consolidate, split, dissolve, extend or shorten the term of operation, liquidate assets of public securities investment companies; revocation of the Certificate of Establishment and Operation for public securities investment companies;

đ) Decision to issue or offer shares of public securities investment companies; issuance of the Certificate of Offering Shares to the Public, the Certificate of Additional Share Issuance Registration; License for Establishment and Operation, License for Adjusting the License for Establishment and Operation of the company;

e) Decision to increase or decrease the registered capital;

g) Misvaluation of the net asset value of public securities investment companies;

h) Change of company name, change of fund management company, supervisory bank;

i) Exceeding investment limits and misadjustment of the investment portfolio of the company;

k) Other events that may have a significant impact on the financial capability and operations of the company;

l) Cases specified in points a, c, đ, g, i, k, n, and o Clause 1, Article 11 of this Circular.

2. The fund management company must disclose information about extraordinary shareholders' meetings or passing resolutions through shareholders' meetings in the form of written consultation of public securities investment companies in accordance with Clause 3, Article 11 of this Circular.

3. The fund management company must disclose other unusual information about public securities investment companies in accordance with laws guiding the operation and management of fund investment companies.

Article 30. Disclosure of Information upon Request for Public Companies and Securities Investment Trusts

1. The securities investment trust management company must disclose information related to public companies and securities investment trusts within 24 hours from receiving requests from the State Securities Commission or the Stock Exchange when one of the events specified in Clause 1, Article 12 of this Circular occurs, and in the following cases:

a) There is information that affects the issuance, price of public securities investment trust certificates; shares of public securities investment trusts;

b) There is unusual change in price or trading volume of public securities investment trust certificates; shares of public securities investment trusts;

c) Other events as required by the State Securities Commission or the Stock Exchange.

2. The securities investment trust management company must disclose information as requested by the State Securities Commission or the Stock Exchange where the securities investment trust certificates are listed, specifying the event required to be disclosed, the cause, and the degree of authenticity of the event.

Chapter VII.DISCLOSURE OF INFORMATION BY OTHER ENTITIES

 

Article 31. Disclosure of Information by Major Shareholders, Groups of Related Persons Holding 5% or More of Voting Shares of Public Companies and Public Securities Investment Trusts; Investors, Groups of Related Persons Holding 5% or More of Securities Investment Trust Certificates of Closed-end Funds; Foreign Investor Groups Holding 5% or More of Voting Shares of One Issuer or 5% or More of Securities Investment Trust Certificates of Closed-end Funds

1. Organizations and individuals who become or cease to be major shareholders of public companies and public securities investment trusts must disclose information and report transactions to the public company, the securities investment trust management company, the State Securities Commission, and the Stock Exchange (for listed or registered shares) according to the form prescribed in Appendix VII attached to this Circular within five working days from the date of becoming or ceasing to be a major shareholder.

2. When there is a change in the number of shares held by major shareholders of public companies and public securities investment trusts through thresholds of 1% of voting shares, they must disclose information and report to the public company, the securities investment trust management company, the State Securities Commission, and the Stock Exchange (for listed or registered shares) within five working days from the date of such change according to the form prescribed in Appendix VIII attached to this Circular.

Example: Investor A holds 5.2% of the voting shares of listed entity X. On day T, Mr. A places an order to buy increasing his shareholding ratio from 5.2% to 5.7%. Subsequently, on day T', Mr. A places another order to buy increasing his shareholding ratio from 5.7% to 6.1%. The transaction on day T' causes the shareholding ratio of Mr. A to exceed the threshold of 6%, therefore, within five working days from the completion of the securities transaction, Mr. A must disclose information and report to company X, the State Securities Commission, and the Stock Exchange about the change in his shareholding ratio.

3. The starting and ending points of becoming a major shareholder or the time of changing shareholding ratios through thresholds of 1% as stipulated in Clauses 1 and 2 of this Article are calculated from the date of completing the securities transaction as provided in Clause 12, Article 3 of this Circular.

4. The provisions of Clauses 1, 2, and 3 of this Article also apply to groups of related persons holding 5% or more of voting shares of public companies and public securities investment trusts; investors, groups of related persons holding 5% or more of securities investment trust certificates of closed-end funds; foreign investor groups holding 5% or more of voting shares of one issuer or 5% or more of securities investment trust certificates of closed-end funds. Foreign investor groups holding 5% or more of voting shares of one issuer or 5% or more of securities investment trust certificates of closed-end funds shall disclose information according to the forms prescribed in Appendices IX and X attached to this Circular based on the total number of shares and closed-end fund certificates held by the foreign investor group.

5. The provisions of Clauses 1, 2, 3, and 4 of this Article do not apply to entities that do not actively carry out transactions in cases where changes in the holding ratio of voting shares arise due to the public company repurchasing its own shares or issuing additional shares.

6. Public companies and securities investment trust management companies must publish the information on their corporate websites within three working days after receiving reports related to changes in the holding ratio of shares and securities investment trust certificates by the entities specified in this Article.

Article 32. Disclosure of Information on Transactions of Founding Shareholders During Restricted Transfer Period for Public Companies and Public Securities Investment Companies

1. At least three working days before the transaction date, founding shareholders holding restricted transfer shares under corporate law regulations must submit a report to the State Securities Commission, Stock Exchange (for listed and traded shares), Vietnam Securities Depository and Central Depository Corporation, public companies, and securities investment fund management companies regarding the transaction according to the form prescribed in Appendix XI attached to this Circular. In case of transferring to a non-founding shareholder, the transferring party must also submit the resolution of the Shareholders' Meeting approving such transfer.

2. Within five working days from the completion of the transaction (in case the transaction ends before the registration period) or the end of the anticipated transaction period, founding shareholders must report to the State Securities Commission, Stock Exchange (for listed and traded shares), Vietnam Securities Depository and Central Depository Corporation, public companies, and securities investment fund management companies about the transaction results and explain the reasons for not completing the transaction or not completing the registered volume (if applicable) according to the form prescribed in Appendix XII attached to this Circular.

3. Within three working days after receiving reports related to changes in the ownership ratio of founding shareholders as stipulated herein, public companies and securities investment fund management companies must disclose such information on their company's electronic website.

Article 33. Disclosure of Information by Insiders and Related Parties of Insiders

1. Insiders of public companies, public securities investment companies, and public funds (hereinafter referred to collectively as insiders) and related parties of these entities (hereinafter referred to collectively as related parties) must disclose information and report before and after conducting transactions to the State Securities Commission, Stock Exchange (for listed and traded shares, listed public fund certificates), public companies, and securities investment fund management companies when the expected transaction value in a day reaches 50 million VND or more or the expected transaction value in each month reaches 200 million VND or more based on par value (for shares, convertible bonds, public fund certificates) or based on the most recent issue price (for warrant-backed warrants) or the transfer value (for share purchase rights, convertible bond purchase rights, public fund certificate purchase rights), including cases where the transfer does not go through the trading system at the Stock Exchange (such as lending or borrowing, giving or receiving gifts, inheritance, transferring or receiving transfers of securities and other cases), specifically as follows:

a)[5] At least three working days before the expected transaction date, insiders and related parties must disclose information about the expected transaction according to the form prescribed in Appendix XIII or Appendix XIV attached to this Circular, except in cases where the securities company is a related party of the insider of a listed entity or a traded entity implementing ownership transfer according to point q2 clause 2 Article 6 of Circular No. 119/2020/TT-BTC, points c, d clause 9 Article 16 of Circular No. 121/2020/TT-BTC.  In cases where the securities company sells shares received on its proprietary account on the securities trading system according to clause 9 Point c, d Clause 9 Article 16 Circular No. 121/2020/TT-BTC.

of Article 10 of Circular No. 119/2020/TT-BTC. Article 40k Circular No. 119/2020/TT-BTC and Point d Clause 9 Article 16 Circular No. 121/2020/TT-BTC, the exemption from information disclosure applies to transactions carried out within four working days from the date when the shares are credited to the proprietary account of the securities company as stipulated in Clauses 7, 8 of Article 40k of Circular No. 119/2020/TT-BTC, Points c, d Clause 9 Article 16 of Circular No. 121/2020/TT-BTC. b) The transaction execution period shall not exceed thirty days from the date of registration for transaction execution. Insiders and related parties must execute according to the time, volume, and value announced by the Stock Exchange and may only execute the first transaction on the trading day immediately following the announcement of information from the Stock Exchange;

c) In the case of purchasing transactions during share issuance tranches, fund certificates, or tender offers, the subject exempted from the obligation stipulated in Point b of this clause must comply with the regulations on tender offers, issuance, and public tenders;

d) Insiders and related parties shall not simultaneously register and trade purchases and sales of shares, share subscription rights, convertible bonds, bond subscription rights, fund certificates, fund subscription rights, or guaranteed warrants in the same registration/trading round, except where a fund management company or its foreign branch in Vietnam is a related party of an insider executing trades for ETFs or directed client investments, provided that each client does not simultaneously register and trade purchases and sales in the same round;

đ) Within five working days from the completion of the transaction (in cases where the transaction ends before the registration period) or the end of the anticipated transaction period, insiders and related parties must disclose information about the transaction results and explain reasons for failing to complete the transaction or fully execute the registered volume (if applicable) in accordance with the model specified in Appendix XV or Appendix XVI issued together with this Circular;

e) Insiders and related parties who are required to report and disclose information under this clause and also under Article 31 of this Circular shall only be required to fulfill the information disclosure obligations applicable to insiders and related parties;

2. Insiders and related parties who are not required to report and disclose information under Clause 1 of this Article but are required to report and disclose information under Article 31 of this Circular shall fulfill the reporting and disclosure obligations under Article 31 of this Circular;

3. The provisions on the obligation to disclose information in Points a, b, and d Clause 1 of this Article do not apply to situations where a securities company sells off pledged shares of a customer who is an insider of a listed corporation, a publicly traded securities investment corporation, or a public fund, or a related party of these entities;

4. If, after registering a transaction, the registrant is no longer an insider of a listed corporation, a publicly traded securities investment corporation, or a public fund, or a related party of these entities, the registrant must still fulfill the reporting and disclosure obligations under Clause 1 of this Article;

5. When a securities company is a related party of an insider of a listed entity, a registered trading entity, or a publicly traded fund, upon completing a stock correction transaction, the company must report to the State Securities Commission, the Stock Exchange, the listed entity, the registered trading entity, or the fund management company within twenty-four hours from the completion of the correction transaction;

6. Where the parent company, political organizations, political-social organizations (trade unions, youth associations, etc.), and other management positions as stipulated in the Articles of Association of a listed corporation or a publicly traded securities investment corporation engage in securities transactions of such corporations, they must fulfill the information disclosure obligations applicable to insiders and related parties;

7. Within three working days after receiving reports related to securities transactions of insiders and related parties as stipulated in this Article, listed corporations and fund management companies must publish the information on their corporate websites;

In the case where a securities company is a related party of an insider of a listed entity or a registered trading entity, the securities company must

8. [6] disclose information and report to the State Securities Commission, the Stock Exchange, and notify the listed entity or registered trading entity when the daily transaction value reaches fifty million dong or more, or the monthly transaction value reaches two hundred million dong or more based on face value, including cases of transferring ownership outside the securities trading system in accordance with the model specified in Appendix XVIII issued together with Circular No. 96/2020/TT-BTC within twenty-four hours from the following points in time: a) Completion of the transfer of ownership to the proprietary account of the securities company as stipulated in Clauses 7, 8 of Article 40k of Circular No. 119/2020/TT-BTC, Points c, d Clause 9 of Article 16 of Circular No.

121/2020/TT-BTC;

b) The securities company completes the sale of shares as stipulated in Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC, Point d Clause 9 of Article 16 of Circular 121/2020/TT-BTC.

Article 34. Disclosure of Information about Exchange-Traded Fund (ETF)

1. In swap transactions and portfolio restructurings based on reference indices, ETFs are exempt from the obligation to disclose information as major shareholders, insiders, and related parties under Articles 31 and 33 of this Circular.

2. Founding members of ETFs and market makers for ETFs are exempt from the obligation to disclose information as major shareholders, insiders, and related parties under Articles 31 and 33 of this Circular when trading in ETF component securities in the following cases:

a) Purchasing component securities to execute swaps for ETF certificates to meet investor buy orders while fulfilling market-making obligations;

b) Selling component securities resulting from swaps with ETF certificates to meet investor sell orders while fulfilling market-making obligations.

3. Market makers for ETFs are exempt from the obligation to disclose information prior to executing insider and related party transactions under point a, Clause 1, Article 33 of this Circular when executing market-making transactions for ETF certificates according to order codes issued by the Stock Exchange.

4. Within five working days from the completion of the swap transaction, investors or founding members who are insiders of listed companies and related parties of these entities must fulfill the obligation to disclose information under point đ, Clause 1, Article 33 of this Circular.

5. Within five working days from the completion of the swap transaction, investors or founding members who are major shareholders of listed companies must fulfill the obligation to disclose information under Article 31 of this Circular.

6. Within three working days after receiving reports related to insider and related party swap transactions under Clauses 4 and 5 of this Article, listed companies must publish such information on their corporate website.

Article 35. Disclosure of Information about Public Tender Offers

Issuers, individuals making public tender offers, target companies, and fund management companies of target investment funds must comply with legal provisions regarding public tender offers in disclosing information.

Chapter VIII. DISCLOSURE OF INFORMATION BY THE NATIONAL SECURITIES DEPOSITORY AND CLEARING CORPORATION OF VIETNAM

 

Article 36. Contents of Disclosure of Information by the National Securities Depository and Clearing Corporation of Vietnam

1. The National Securities Depository and Clearing Corporation of Vietnam shall disclose information within 24 hours from the occurrence of any of the following events:

a) Issuing, revoking, or adjusting Membership Certificates for Depository Members, Branches of Depository Members, and Settlement Members;

b) Issuing Initial Registration Certificates for Securities and adjusting Registration Certificates for Securities, issuing Supplementary Registration Certificates for Securities; information on the cancellation of registration for securities;

c) Reserving domestic security codes;

d) Exercising rights of registered securities at the National Securities Depository and Clearing Corporation of Vietnam;

đ) Cases of transfers outside the trading system of the Stock Exchange approved by the State Securities Commission;

e) Forms of disciplinary actions against Depository Members and Settlement Members starting from warnings;

g) Settlement Members losing payment capacity, information on suspending or revoking the status of Depository Members and Settlement Members;

h) Handling cases of loss of payment capacity through payment guarantee measures;

i) Incidents of force majeure affecting the settlement system;

k) Information on the maximum foreign ownership ratio in public companies, listed companies, and companies with trading registration; information on the number of shares that foreign investors are still allowed to purchase in public companies, listed companies, and companies with trading registration;

l) Information on the final settlement price of derivative securities;

m) Disclosure of information upon request of the State Securities Commission.

2. The National Securities Depository and Clearing Corporation of Vietnam shall disclose information at least two working days before implementing margin requirements for Settlement Members.

3. The National Securities Depository and Clearing Corporation of Vietnam shall disclose information at least two working days before implementing or changing position limits.

4. Annually, quarterly, and monthly, within seven working days from the end of the reporting period, the National Securities Depository and Clearing Corporation of Vietnam must disclose the following information:

a) Number of domestic and foreign investor trading accounts;

b) Issuing and revoking trading codes for foreign investors and economic organizations with more than 50% foreign capital;

c) Management and utilization of the settlement reserve fund;

d) Management and utilization of the payment support fund.

5. Within seven working days from the date of the shareholder list closure of public companies, the National Securities Depository and Clearing Corporation of Vietnam must report to the State Securities Commission and send the Stock Exchange information about the company no longer meeting the conditions of being a public company as stipulated in point a, Clause 1, Article 32 of the Securities Law.

6. Within three working days from becoming or ceasing to be a member of international stock market organizations, participating in signing action programs, and international commitments on developing the stock market, the National Securities Depository and Clearing Corporation of Vietnam has the obligation to disclose information about these activities.

7. The National Securities Depository and Clearing Corporation of Vietnam has the obligation to disclose other information in accordance with laws on enterprises and laws on state capital management and use in production and business.

Chapter IX. DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE

 

Article 37. Contents of Information Disclosure on Securities Transactions of the Stock Exchange

1. Information during trading hours

a) The total number of types of securities permitted for trading;

b) Reference price, ceiling price, floor price, opening price, closing price of each trading day, execution price and volume of the most recent transaction, expected price (in case of periodic matching), highest trading price within the session, lowest trading price within the session, price fluctuation level and symbol of each type of security, average price of the security (for the Upcom market);

c)[7] Bid and ask prices along with corresponding volumes for each type of security:

- The three best bid and ask prices expected to remain after matching, along with the corresponding expected remaining buy and sell volumes at those prices in the periodic matching round.

- The three best bid and ask prices along with corresponding buy and sell volumes at those prices in the continuous matching round.

d) Bond trading information categorized by remaining term, including: Trading terms, yield, volume and value of the most recent transaction, yield fluctuation of the most recent transaction compared to the previous transaction;

đ) Foreign investor's securities transactions.

2. End-of-day trading information

a) Status of each type of security; open position volume of each type of derivative security;

b) The total number of types of securities permitted for trading on that day;

c) Stock price index built by the Stock Exchange and approved by the State Securities Commission; level and fluctuation of the index compared to the previous trading day;

d) Price fluctuation level of stocks during the trading day;

đ) Number of orders, buy and sell volumes and corresponding values for each type of security;

e) Total trading volume across the entire market (by matching round, trading day);

g) Price, volume and value of transactions for each type of security:

- Matching (by each matching round and trading day for periodic matching and by trading day for continuous matching);

- Agreement (if any): Time point, type of transaction information disclosed according to the Stock Exchange's Rules;

- Purchase of own shares, sale of treasury shares of listed organizations, registered for trading (if any).

h) Proportion of foreign investor's shareholding and remaining purchase limit for each type of security;

i) Transaction information (price, transaction volume, proportion of transaction volume relative to the entire market, degree, price change ratio, transaction volume) about the top 10 stocks with the largest trading volume and the top 10 stocks with the largest price fluctuation compared to the nearest trading day;

k) Transaction information (price, transaction volume, proportion of transaction volume relative to the entire market; degree, price change ratio and transaction volume) of the top 10 stocks with the largest market capitalization and the top 10 stocks with the largest market value;

l) Transaction information (price, transaction volume, proportion of transaction volume relative to the entire market; degree, price change ratio and transaction volume) regarding bonds including bond type, interest rate, maturity period, execution price, current yield, yield to maturity;

m) Number of voting shares of listed and registered-for-trading stocks;

n) Disclosure of information as required by the State Securities Commission.

3. Disclosure of information when implementing new listings, changing model securities contracts, delisting derivative securities as follows:

a) Disclosure of information about the model contract at least 30 days before the initial listing of derivative securities;

b) Disclosure of information at least seven working days before applying changes to the terms of the model contract of listed derivative securities;

c) Disclosure of information within 24 hours from the delisting of derivative securities due to the delisting of the underlying asset.

Article 38. Contents of information to be disclosed about listed organizations, trading registration organizations at the Stock Exchange; trading members, special trading members, market-making members; securities investment fund management companies managing publicly offered funds listed, public securities companies.

1. Information on listed organizations, trading registration organizations

a) General information on listing and trading activities:

- Information on approval for listing and trading registration, first trading date;

- Information on delisting and trading registration cancellation;

- Information on changes in listing and trading registration, additional trading date;

- Information on relisting and re-registration for trading;

- Information on handling violations of listed and trading registration organizations according to the Stock Exchange's Rules;

- Information on securities not eligible for margin trading, intraday trading;

- Information on securities subject to restricted trading;

- Information on foreign ownership ratio of listed organizations, trading registration organizations.

b) Information that listed organizations, trading registration organizations disclose through the Stock Exchange's information disclosure means.

2. Information on trading members, special trading members, market-making members at the Stock Exchange:

a) General information on members:

- Information on approval for trading members, special trading members, selection of market-making members;

- Information on handling violations of trading members, special trading members, market-making members, trading representatives according to the Stock Exchange's Rules;

- Information on revocation of trading member status, special trading member status, termination of market-making contracts of market-making members;

- Information on the transaction value of the top ten members with the largest market share by quarter, half-year, and year;

- Other information.

b) Information that trading members, special trading members, market-making members disclose through the Stock Exchange's information disclosure means.

3. Information on securities investment fund management companies managing publicly offered funds listed, public securities companies

a) General information on securities investment fund management companies managing publicly offered funds listed, public securities companies:

- Information on the number of securities investment fund management companies managing publicly offered funds listed, public securities companies;

- Information on the number of publicly offered funds listed, public securities companies managed by securities investment fund management companies;

- Information on handling violations of publicly offered funds listed, public securities companies according to the Stock Exchange's Rules;

- Other information.

b) Information related to listed funds, public securities companies that securities investment fund management companies disclose through the Stock Exchange's information disclosure means.

4. The Stock Exchange must disclose information as prescribed in Clause 1, 2 of Article 37 and Clause 1, 2, 3 of this Article within 24 hours from the occurrence of the event or upon receipt of complete and valid reports, notifications, disclosure documents from listed organizations, trading registration organizations, securities company members, securities investment fund management companies, public securities companies, and related organizations and individuals.

Article 39. Information on market supervision of securities and derivative securities markets and information on the activities of the Securities Trading Exchange

1. Information on market supervision of securities and derivative securities markets includes:

a) Information on the suspension or resumption of trading for listed securities, registered securities, and listed derivative securities;

b) Information on securities subject to warnings, controls, special controls, or no longer subject to warnings, controls, or special controls;

c) Information on transactions by major shareholders, transactions by founding shareholders during restricted transfer periods, internal person transactions, related person transactions, public tender offers, repurchase of own shares, sale of treasury shares by listed organizations, registered organizations;

d) Information on violations of information disclosure regulations by listed organizations, registered organizations, trading members, special trading members, market makers;

đ) Information on the handling of violations concerning activities on the securities market as prescribed in the Rules of the Securities Trading Exchange;

e) Information on changes in price fluctuation bands, application and change of order limits;

g) Guidelines and announcements of the State Securities Commission and the Securities Trading Exchange regarding market management and supervision as prescribed by the State Securities Commission and the Securities Trading Exchange.

2. The Securities Trading Exchange must disclose information as provided in Clause 1 of this Article within twenty-four hours from the occurrence of the event or after receiving complete and valid reports, notifications, and information disclosure documents from listed organizations, registered organizations, member securities companies, and other relevant individuals or entities.

3. Information on the activities of the Securities Trading Exchange

Within three working days from becoming a member or ceasing to be a member of international organizations related to the securities market, participating in signing action programs, international commitments on securities market development, the Securities Trading Exchange has the obligation to disclose information about these activities.

4. The Securities Trading Exchange has the obligation to disclose other information as prescribed by laws on enterprises and laws on state capital management and utilization in production and business operations.

Chapter X. IMPLEMENTING PROVISIONS

 

Article 40. Provisions on Implementation

1. This Circular takes effect from January 1, 2021 and replaces Circular No. 155/2015/TT-BTC dated October 6, 2015 issued by the Minister of Finance guiding information disclosure on the securities market.

2. Financial statements and annual reports for the fiscal year 2020 shall be implemented according to the provisions of Circular No. 155/2015/TT-BTC dated October 6, 2015 issued by the Minister of Finance guiding information disclosure on the securities market.

Article 41. Implementation Organization

The State Securities Commission, the Securities Trading Exchange, the Vietnam Securities Depository and Central Counterparty Company, and other information disclosers are responsible for implementing this Circular.

 

MINISTRY OF FINANCE ____________ Number: 10/VBHN-BTC   Place of Receipt: - OFFICE OF THE GOVERNMENT (FOR PUBLICATION IN THE GAZETTE); - Official Website of the Ministry of Finance (for publication); - Official Website of the State Securities Commission (for publication); - Legal Department of the Ministry of Finance; - File: VT, SEC (05B)

CERTIFIED CONSOLIDATED DOCUMENT   Hanoi, April 20, 2022 2026   DEPUTY MINISTER DEPUTY MINISTER Nguyen Duc Chi