Circular No. 155/2015/TT-BTC guides the disclosure of information on the securities market

CIRCULAR

Guidelines for Disclosure of Information on the Securities Marketn

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Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Based on the Enterprise Law dated November 26, 2014;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

Pursuant to Decree No. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

Pursuant to Decree No. 42/2015/NĐ-CP dated May 5, 2015 of the Government on derivative securities and the derivative securities market;

Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Considering 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.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. These Circulars regulate the disclosure of information on the Vietnamese securities market.

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) Public companies, issuers of bonds (excluding issuers of government bonds, bonds guaranteed by the government, and local government bonds);

b) Securities companies, fund management companies, foreign fund management company branches in Vietnam, public funds;

c) Stock exchanges, the Vietnam Securities Depository (hereinafter referred to as the Securities Depository);

d) Investors subject to information disclosure as prescribed by law;

đ) Other related agencies, organizations, and individuals.

Article 2. Interpretation of Terms

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

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

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

3. Public funds refers to closed-end funds, open-end funds, including exchange-traded funds and publicly traded investment companies.

4. Investors subject to information disclosure including:

a) Investors who are insiders of a public company, insiders of a public fund, and persons related to insiders;

b) Major shareholders, groups of related persons holding five percent or more of the outstanding voting shares of a public company; investors holding five percent or more of fund certificates of closed-end funds; founding shareholders during the restricted transfer period of a public company, publicly traded investment company; founding members of a public fund;

c) Investors or groups of related investors purchasing shares to become major shareholders of a public company, holding five percent or more of fund certificates of closed-end funds;

d) Organizations or individuals conducting a public tender offer for shares of a public company.

5. Insiders of a public company is:

a) Members of the Board of Directors;

b) Members of the Supervisory Board, internal audit board members;

c) General Director or Managing Director, Deputy General Director or Deputy Managing Director or equivalent managerial positions appointed by the Shareholders' Meeting or the Board of Directors; individuals holding other managerial positions authorized to sign transactions on behalf of the company according to the Company's Articles of Association;

d) Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department, person in charge of accounting;

đ) Legal representative, person authorized to disclose information.

6. Insiders of a public fund is:

a) Members of the Fund Investment Management Board of a publicly traded investment company, members of the Board of Directors of a publicly traded investment company;

b) Members of the Board of Directors or Board of Members, Chairman of the company; members of the Supervisory Board (if any), members of the internal audit department (if any); members of the management board of a fund management company;

c) Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department, person in charge of accounting of a fund management company; fund managers, publicly traded investment company managers;

d) Legal representative, person authorized to disclose information.

7. Disclosure date is the date when the information appears on one of the information dissemination means specified in Clause 1, Article 5 of these Circulars.

8. Date of report on information disclosure is the date of sending fax, sending electronic data via email, the date the information is received on the electronic information system of the State Securities Commission, Stock Exchange, or the date the State Securities Commission, Stock Exchange receives the report on information disclosure, whichever comes first.

9. Outstanding voting shares of a public company is the number of voting shares issued by the company minus the number of voting shares repurchased by the public company as treasury shares.

10. Trading registration organization is an organization whose securities are listed for trading on the Upcom trading system of the Stock Exchange.

11. Listed organization is an organization whose shares are listed on the Stock Exchange.

12. Approved auditing organization for public interest entities in the securities sector is an auditing organization approved by competent state authorities to conduct audits, reviews of financial statements, financial information, and other reports of public interest entities in the securities sector as stipulated in Clause 1, Article 4 of Circular 183/2013/TT-BTC on independent auditing for public interest entities.

13. Approved auditing organization for public interest entities is an auditing organization approved by competent state authorities to conduct audits, reviews of financial statements, financial information, and other reports of public interest entities as stipulated in Clause 2, Article 4 of Circular 183/2013/TT-BTC on independent auditing for public interest entities.

14. Date of completion of securities transaction 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 when the ownership rights of securities are transferred at the Securities Depository in cases where the transaction does not go through the Stock Exchange.

Article 3. Principles for Disclosure of Information

1. The disclosure of information must be complete, accurate, and timely in accordance with the provisions of the law and must ensure:

a) The subject disclosing the information shall be responsible for the content of the disclosed information. In case there is a change in the previously disclosed information, the subject disclosing the information must disclose the changed content and the reasons for the change compared to the previously disclosed information;

b) In case of events or information that affect the price of securities, the subject disclosing the information must confirm or correct such event or information within 24 hours from when they become aware of it or upon request of the State Securities Commission or the Stock Exchange;

c) The disclosure of personal information including the Citizen Identity Card number, the People's Security Card number or the valid Passport number, contact address, permanent residence address, telephone number, fax number, email, securities trading account number, securities deposit account number, bank account number can only be carried out if the relevant subject consents.

2. The subjects specified in Clause 2 of Article 1 of this Circular, when disclosing information, must simultaneously report to the State Securities Commission and the Stock Exchange where the securities are listed or registered for trading about the content of the disclosed information, including all information as prescribed. In cases where the disclosed information includes personal information as stipulated in Point c of Clause 1 of this Article and the subjects disclosing the information do not wish to make these pieces of information public, they must submit two copies of the document to the State Securities Commission and the Stock Exchange, one copy reporting on the disclosure of information containing all personal information and one copy without personal information for the State Securities Commission and the Stock Exchange where the securities are listed or registered for trading to carry out the disclosure of information.

3. Subjects disclosing information have the responsibility to preserve and retain reported and disclosed information according to the following regulations:

a) Periodic disclosed information must be kept in written form (if applicable) and electronic data for at least 10 years. Such information must be retained on the website of the subject disclosing the information for a minimum of 5 years;

b) Unusual disclosed information or information disclosed upon request must be retained on the website of the subject disclosing the information for a minimum of 5 years.

4. The language for information disclosure on the securities market is Vietnamese. Disclosing information in both Vietnamese and English is applied to the Stock Exchanges and the Securities Depository Centers according to the regulations approved by the State Securities Commission. Other entities are encouraged to disclose information in English according to the rules of the Stock Exchange and the State Securities Commission. In cases where information is disclosed in both Vietnamese and English, the English version of the disclosed information is for reference only.

Article 4. Persons Implementing Disclosure of Information

1. Organizations that are subjects disclosing 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 is responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized person. In cases where an event requiring disclosure occurs and both the legal representative and the authorized person are absent, the highest-ranking member of the Management Board has the responsibility to replace them in performing the disclosure;

b) The organization must register or re-register the legal representative or the authorized person to disclose information according to Appendix No. 01 issued together with this Circular, along with the Information Provision Form of the legal representative or the authorized person according to Appendix No. 03 issued together with this Circular to the State Securities Commission and the Stock Exchange at least 24 hours before the authorization takes effect.

2. Individual investors who are subjects disclosing information may fulfill their obligation to disclose information themselves or authorize one organization (securities company, fund management company, public company, custodian member, Securities Depository Center, or another organization) or one individual to perform the obligation to disclose information as follows:

a) In cases where they fulfill the obligation to disclose information themselves, during the first disclosure, individual investors must submit the Information Provision Form according to Appendix No. 03 issued together with this Circular to the State Securities Commission and the Stock Exchange and are responsible for providing accurate, timely, and complete information when changes occur in the contents of the aforementioned Information Provision Form;

b) In cases where they authorize the disclosure of information, individual investors are responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized person. Investors have the responsibility to provide accurate, timely, and complete information about their securities holdings and relationships with related parties (if any) to the organization or individual authorized to disclose information so that they can fulfill their obligation to report ownership and disclose information as required by law;

Individual investors must register or re-register the authorized person to disclose information according to Appendix No. 02 issued together with this Circular, along with the Information Provision Form of the individual investor and the authorized person according to Appendix No. 03 issued together with this Circular (in cases where the authorized person to disclose information is an individual) to the State Securities Commission and the Stock Exchange at least 24 hours before the authorization takes effect.

3. Foreign investors fulfill the obligations to report and disclose information according to this Circular and the laws guiding foreign investment activities in the Vietnamese securities market.

4. The disclosure of information for public funds and publicly traded securities companies is performed by the fund management company.

Article 5. Means of Publishing Information

1. The means of 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 page of the Securities Trading Corporation;

d) The electronic information page of the Securities Depository Center;

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 page within six months from the date they become public companies. Issuers of publicly offered bonds must establish an electronic information page before implementing the bond offering to the public. Securities companies and fund management companies must establish an electronic information page when officially operating. Listed and over-the-counter trading organizations must establish an electronic information page when completing the listing and over-the-counter trading registration procedures on the Securities Trading Corporation;

b) Organizations must report to the State Securities Commission, the Securities Trading Corporation, and publicly disclose the address of their electronic information page and any changes related to this address within three working days from the completion of establishing the electronic information page or when changing the address of the electronic information page;

c) The electronic information page must contain information about the business industry and sectors, and all contents that must be publicly announced on the National Portal for Enterprise Registration according to the Law on Enterprises and any changes related to these contents; a separate section dedicated to shareholder (investor) relations, which must publish the Company Charter, Internal Governance Regulations (if any), Prospectus (if any), and periodic, extraordinary, and required disclosures as stipulated in this Circular;

d) The electronic information page must display the time of posting information, while ensuring that investors can easily search for and access data on the electronic information page;

3. Public companies, issuers, securities companies, and fund management companies must publish information on the means prescribed in point a and b, Clause 1 of this Article;

4. Listed and over-the-counter trading organizations; member securities companies; listed public funds, and public investment securities companies must publish information on the means prescribed 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 Securities Depository Center must publish information on the means prescribed in point d, Clause 1 of this Article;

7. In cases where the obligation to publish information arises on holidays or public holidays as prescribed by law, the entities mentioned in Clause 3 and 4 of this Article must publish information on the means prescribed in point a, Clause 1 of this Article and fully fulfill the obligation to publish information according to the law after the holiday or public holiday ends;

8. The publication of information on the information disclosure system of the State Securities Commission and the electronic information page of the Securities Trading Corporation shall be carried out in accordance with the guidelines of the State Securities Commission and the Securities Trading Corporation;

Article 6. Temporary Suspension of Information Disclosure

1. The entity responsible for disclosing information may temporarily suspend the disclosure of information due to force majeure events (natural disasters, fires, etc.). The entity responsible for disclosing information must immediately report to the State Securities Commission and the Securities Trading Corporation regarding the temporary suspension of information disclosure upon occurrence of the event, clearly stating the reasons for the temporary suspension of information disclosure, and simultaneously announcing 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.

Article 7. Handling Violations Regarding Information Disclosure

Organizations and individuals who commit acts violating laws on information disclosure shall be subject to disciplinary action, administrative penalties, or criminal prosecution depending on the nature and severity of the violation; if damage is caused, compensation must be provided according to relevant laws.

Chapter II

INFORMATION DISCLOSURE OF JOINT STOCK COMPANIES

Article 8. Periodic Information Disclosure

1. Public companies must disclose annual audited financial reports conducted by auditing organizations approved to audit public interest entities in accordance with the following principles:

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

In cases where a public company is the parent company of another organization, the public company must disclose two reports: its own annual financial report and the consolidated annual financial report in accordance with corporate accounting laws;

In cases where a public company is an upper-tier enterprise with subordinate units without legal personality, it must disclose its own annual financial report and the aggregated annual financial report in accordance with corporate accounting laws;

b) The full text of the annual audited financial report must be fully disclosed, including the audit report on the financial statements. If the audit does not accept the entire financial report, the public company must disclose the annual financial report, the audit report, and the explanatory document of the company;

c) Deadline for disclosing annual audited financial reports:

Public companies must disclose annual audited financial reports within 10 days from the date the auditing organization signs the audit report but not later than 90 days from the end of the fiscal year;

In cases where public companies cannot complete the disclosure of annual audited financial reports within the aforementioned period due to the need to prepare consolidated annual financial reports or aggregated annual financial reports; or because subsidiaries and associated companies of the public company also need to prepare audited annual financial reports, consolidated annual financial reports, or aggregated annual financial reports, the State Securities Commission may extend the deadline for disclosing annual audited financial reports upon written request from the company, but not exceeding 100 days from the end of the fiscal year, ensuring compliance with related laws;

2. Public companies must prepare an annual report in accordance with Appendix No. 04 issued together with this Circular and disclose this report no later than 20 days after the disclosure of the annual audited financial report but not later than 120 days from the end of the fiscal year.

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

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

a) At least 10 days before the opening of the Annual General Meeting of Shareholders, public companies must disclose on their website and the State Securities Commission's website, and the Stock Exchange's website (if listed or registered for trading), regarding the meeting of the Annual General Meeting of Shareholders, including detailed links to all materials for the Annual General Meeting, such as: invitation notice, proxy form, agenda, voting ballot, list and detailed information of candidates in case of electing members of the Supervisory Board and members of the Board of Directors; reference materials serving as the basis for decisions and draft resolutions for each issue in the agenda;

Meeting materials of the Annual General Meeting of Shareholders must be uploaded and updated with any amendments until the conclusion of the Annual General Meeting;

b) In cases where the first Annual General Meeting of Shareholders is not successfully held, public companies must disclose the schedule and expected time for subsequent meetings, continue to maintain the uploading and allow shareholders to download meeting materials of the Annual General Meeting of Shareholders as stipulated in point a of this clause until the successful holding of the Annual General Meeting of Shareholders. The time for subsequent meetings shall comply with corporate laws;

c) Minutes of the Annual General Meeting of Shareholders and resolutions must be disclosed in accordance with point c of Clause 1 of Article 9 of this Circular;

4. Disclosure of Information on Offering Activities and Capital Utilization Reports

a) Public companies conducting private placements or public offerings must fulfill information disclosure obligations in accordance with securities issuance laws;

b) In cases where capital is raised for investment projects, every six months from the end of the offering period until the completion of the project; or until all funds raised have been disbursed, public companies must report to the State Securities Commission and disclose information on the progress of using funds obtained from the offering. In cases where changes occur in the capital utilization plan, purpose of use, within 10 days from the decision to change these contents, the issuer must report to the State Securities Commission and disclose the content of the changes on the issuer's website. All changes must be reported again at the nearest Annual General Meeting of Shareholders;

Issuers must disclose the capital utilization report confirmed by an audit at the Annual General Meeting of Shareholders or provide a detailed explanation of the use of funds obtained from the offering in the annual audited financial report. This provision does not apply to cases where public companies issue shares to swap debts or swap shares, equity contributions.

5. Disclosure of Foreign Ownership Ratio

Public companies must disclose information about their foreign ownership ratio limits and related changes on their website, the Stock Exchange's website, and the Securities Depository Center in accordance with securities laws guiding foreign investment activities in the Vietnamese securities market.

Article 9. 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 bank account being frozen or allowed to resume operations after being frozen, except in cases where the freezing was at the company’s own request;

b) Suspension of part or all of business activities; addition or reduction of one or several investment and business fields; suspension or revocation of the Enterprise Registration Certificate, Establishment and Operation License, or Business License; change of information in the Prospectus after the State Securities Commission has issued the Registration Certificate for Offering;

c) Adoption of decisions by the Shareholders' Meeting (including resolutions of the Shareholders' Meeting, minutes of meetings or voting counts (in case of soliciting shareholders' opinions in writing)). In the event that the Shareholders' Meeting adopts a decision to delist, the company must disclose information about the delisting along with the approval ratio of non-majority shareholders;

d) Decisions to buy or sell treasury shares; date of exercising the right to purchase shares for bondholders accompanied by share purchase rights or the date of converting convertible bonds into shares; decisions to offer securities abroad and other decisions related to offering securities as prescribed by corporate laws;

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

e) Decisions regarding corporate restructuring (splitting, dividing, merging, consolidating enterprises), dissolution of enterprises; changes in the company name, company seal; changes in location, establishment of new or closure of headquarters, branches, transaction offices; amendments and supplements to the Articles of Association; medium-term strategies and annual business plans of the company;

g) Decisions to change the accounting period, accounting policies applied (except in cases where changes in accounting policies applied are due to changes in legal regulations); notification of the auditing firm having signed an audit contract for the annual financial report or change of the auditing firm (after signing the contract); refusal of the auditing firm to audit the company's financial report; results of retrospective adjustments to financial reports (if any); auditor's opinion not being a fully unqualified opinion on the financial report;

h) Decisions to participate in capital contribution to establish, purchase to increase ownership in a company leading to it becoming a subsidiary, joint venture, associated company, or sell to reduce ownership in subsidiaries, joint ventures, associated companies leading to them no longer being subsidiaries, joint ventures, associated companies, or dissolve subsidiaries, joint ventures, associated companies; closure, opening of branches, factories, representative offices;

i) Decisions of the Shareholders' Meeting or Board of Directors approving contracts, transactions between the company and insiders or related parties;

k) Decisions to issue convertible bonds, preferred stocks;

l) When there is a change in the number of outstanding voting shares. The time of information disclosure is implemented as follows:

In the case of the company issuing additional shares, from the date the company reports to the State Securities Commission on the issuance results according to the law on securities issuance;

In the case of the company trading treasury shares, from the date the company reports the results of trading treasury shares according to the law on trading treasury shares;

In the case of the company repurchasing shares of employees under the company's employee stock option program or repurchasing shares through a securities company; or when the securities company repurchases its own shares at the request of customers or to correct transaction errors, the company must disclose this information within the first ten days of the month based on completed transactions and updated to the date of disclosure;

m) Upon receipt of the amended or supplemented Enterprise Registration Certificate, Establishment and Operation License, or Business License of the company;

n) Changes, new appointments, reappointments, or dismissals of insiders. Within three working days from the date of disclosing information about changes, new appointments, reappointments, or dismissals of insiders, the company must submit the Insider Information Disclosure Form (if applicable) to the State Securities Commission and the Stock Exchange where the company is listed or registered for trading, according to Appendix No. 3 attached to this Circular;

o) Upon receipt of arrest warrants, detention orders, or criminal charges against insiders of the company;

p) Upon receipt of court judgments or decisions related to the company's activities; conclusions of tax authorities regarding the company's violation of tax laws;

q) Decisions to borrow or issue bonds leading to the total value of the company's debts reaching 30% or more of the company's equity as reported in the most recent audited annual financial report or reviewed semi-annual financial report;

If the total value of the company's debts reaches 30% or more of the company's equity as reported in the most recent audited annual financial report or reviewed semi-annual financial report, the company must disclose information about additional borrowing or bond issuance decisions with a value of 10% or more of the company's equity as reported in the most recent audited annual financial report or reviewed semi-annual financial report;

Upon receipt of notice from the court accepting a petition to initiate bankruptcy proceedings against the company;

In the event of other significant events affecting the company's production and business operations or management situation;

2. Disclosure of information about extraordinary Shareholders' Meetings or adoption of Shareholders' Meeting resolutions through solicitation of shareholders' opinions in writing:

a) Disclosure of information about extraordinary Shareholders' Meetings shall be carried out in accordance with Clause 3 of Article 8 of this Circular;

b) In the case of soliciting shareholders' opinions in writing, the company must disclose such information on its website at least ten days before the deadline for returning the solicitation forms, and simultaneously send solicitation forms, draft resolutions of the Shareholders' Meeting, and explanatory materials on the draft resolutions to all shareholders.

3. When disclosing information pursuant to Clause 1 of this Article, public companies must clearly state the event that occurred, its cause, and any remedial measures (if applicable).

4. Disclose information related to the final registration date for exercising rights for existing shareholders.

Public companies must report and submit all relevant legal documents pertaining to the anticipated final registration date for exercising rights for existing shareholders to the Securities Depository Center, the Stock Exchange (in cases where it is a listed or over-the-counter traded entity), report to the State Securities Commission, and disclose such information no later than ten days before the anticipated final registration date.

5. Disclose information in other special circumstances as follows:

a) After changing the accounting period, public companies must disclose audited financial statements within ten days from the date the auditing organization signs off on the audit report, in accordance with the law on corporate accounting.

b) After completing the conversion of business ownership form, public companies must disclose audited financial statements following the change in ownership form within ten days from the date the auditing organization signs off on the audit report, in accordance with the law on corporate accounting.

c) After splitting, dividing, or merging, public companies involved in such actions must disclose audited financial statements regarding the split, division, or merger within ten days from the date the auditing organization signs off on the audit report, in accordance with the law on corporate accounting.

Article 10. Disclosure of Information Upon Request

1. In the following situations, public companies must disclose information within twenty-four hours of receiving a request from the State Securities Commission or the Stock Exchange where the company is listed or over-the-counter traded:

a) When an event occurs that significantly affects 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 the disclosed information 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, along with any remedial measures (if applicable).

Chapter III

DISCLOSURE OF INFORMATION BY LISTED ENTITIES,

LARGE PUBLIC COMPANIES

Article 11. Periodic Disclosure of Information

1. Listed entities and large public companies must disclose annual audited financial statements prepared by an auditing organization approved to conduct audits for publicly interested entities in the securities sector, and disclose other contents as prescribed in Article 8 of this Circular.

2. Listed entities and large public companies must disclose semi-annual reviewed financial statements prepared by an auditing organization approved to conduct audits for publicly interested entities in the securities sector.

a) Semi-annual financial statements must be comprehensive interim financial statements according to Accounting Standard "Interim Financial Reporting," presenting financial data for the first six months of the fiscal year of the company, prepared in accordance with point a, Clause 1, Article 8 of this Circular. Semi-annual financial statements must be reviewed in accordance with the Review Standards for Financial Statements. The full text of the semi-annual financial statements must be fully disclosed, accompanied by the auditor's opinion and the company's explanatory letter if the semi-annual financial statements reviewed have a conclusion from the auditor that does not meet requirements.

b) Deadline for disclosing semi-annual financial statements:

Listed entities and large public companies must disclose reviewed semi-annual financial statements within five days from the date the auditing organization signs off on the review report but not exceeding forty-five days from the end of the first six months of the fiscal year.

In cases where listed entities and large public companies cannot complete the disclosure of semi-annual financial statements within the aforementioned deadline due to the need to prepare consolidated or aggregated semi-annual financial statements; or because subsidiaries or associated companies of listed entities and large public companies also need to prepare reviewed semi-annual financial statements, consolidated semi-annual financial statements, or aggregated semi-annual financial statements, the State Securities Commission will consider extending the time for disclosing semi-annual financial statements when the company requests it in writing, but not more than sixty days from the end of the first six months of the fiscal year, ensuring compliance with relevant laws.

3. Listed entities and large public companies must disclose quarterly financial statements or reviewed quarterly financial statements (if available).

a) Quarterly financial statements must be comprehensive interim financial statements according to Accounting Standard "Interim Financial Reporting," prepared in accordance with point a, Clause 1, Article 8 of this Circular. The full text of the quarterly financial statements or reviewed quarterly financial statements (if available) must be fully disclosed, accompanied by the auditor's opinion and the company's explanatory letter if the reviewed quarterly financial statements (if available) have a conclusion from the auditor that does not meet requirements.

b) Deadline for disclosing quarterly financial statements:

Listed entities and large public companies must disclose quarterly financial statements within twenty days from the end of the quarter. Listed entities and large public companies must disclose reviewed quarterly financial statements (if available) within five days from the date the auditing organization signs off on the review report.

In cases where listed entities and large public companies cannot complete the disclosure of quarterly financial statements within the aforementioned deadline due to the need to prepare consolidated or aggregated quarterly financial statements; or because subsidiaries or associated companies of listed entities and large public companies also need to prepare consolidated quarterly financial statements or aggregated quarterly financial statements, the State Securities Commission will consider extending the time for disclosing quarterly financial statements when the company requests it in writing, but not more than thirty days from the end of the quarter, ensuring compliance with relevant laws.

4. When disclosing information on the financial reports mentioned in Clauses 1, 2, and 3 of this Article, listed organizations and large public companies must simultaneously explain the reasons for the occurrence of any of the following situations:

a) Net profit after corporate income tax in the Periodic Operating Results Report at the time of disclosure changes by 10% or more compared to the report of the same period in the previous year;

b) Net profit in the reporting period incurs a loss; or shifts from profit in the previous period to a loss in this period or vice versa;

c) The figures and results of cumulative operating activities from the beginning of the year in the Periodic Operating Results Report in the second quarter's financial report already disclosed differ from the reviewed semi-annual financial report by 5% or more; or in the fourth quarter's financial report already disclosed differ from the audited annual financial report by 5% or more; or shift from a loss to a profit or vice versa;

d) The figures and results of operating activities in the Periodic Operating Results Report in the reporting period differ by 5% or more before and after auditing or reviewing.

5. In cases where listed organizations and large public companies have subsidiaries, associated companies, or directly subordinate accounting units, they must explain the reasons for the events specified in Clause 4 of this Article based on both their own financial reports and consolidated financial reports or comprehensive financial reports.

6. Annually and every six months, listed organizations must disclose information about the Corporate Governance Report according to Appendix No. 5 issued together with this Circular. The deadline for disclosing the Corporate Governance Report shall be no later than thirty days from the end of the reporting period.

Article 12. Unusual Information Disclosure

Listed organizations and large public companies must disclose unusual information within twenty-four hours in the cases stipulated in Article 9 of this Circular and when any of the following events occur:

1. Shareholders' capital contribution decreases by 10% or more or total assets decrease by 10% or more in the most recent audited annual financial report or reviewed semi-annual financial report.

2. Decisions to increase or decrease registered capital; decisions 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 in the most recent audited annual financial report or reviewed semi-annual financial report; decisions 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 capital contribution before the capital contribution); decisions to purchase or sell assets with a value of 15% or more of the company's total assets as determined in the most recent audited annual financial report or reviewed semi-annual financial report.

3. Approval or cancellation of listing at a foreign stock exchange.

Article 13. Disclosure of Information Upon Request

Listed organizations and large public companies disclose information upon request as prescribed in Article 10 of this Circular.

Article 14. Time of Commencement and Termination of Large Public Company Information Disclosure Obligations

1. A public company shall fulfill its obligation to disclose information as a large public company under this Circular from the date it appears on the list of large public companies published by the Securities Depository Center.

2. Within one year from the date it is no longer considered a large public company according to the list published by the Securities Depository Center, the company continues to fulfill its obligation to disclose information as a large public company as prescribed in this Circular.

Chapter IV

INFORMATION DISCLOSURE OF LISTED ORGANIZATIONS ON BONDS

ENTERPRISE, ORGANIZATION ISSUING BONDS

PUBLIC COMPANY

Article 15. Disclosure of information by organizations listing corporate bonds

1. Organizations listing corporate bonds that are public companies shall disclose information in accordance with Articles 11, 12, and 13 of this Circular.

2. Organizations listing corporate bonds that do not fall under the category specified in Clause 1 of this Article shall disclose information as follows:

a) Disclose annual financial reports and annual reports in accordance with Clause 1 and 2 of Article 8 of this Circular;

b) Disclose extraordinary information in accordance with Article 12 of this Circular (the Board of Directors shall be replaced by the Board of Members if it is a limited liability company);

c) Disclose information upon request in accordance with Article 10 of this Circular.

Article 16. Disclosure of information by organizations issuing corporate bonds to the public

1. Organizations issuing bonds to the public shall disclose information on the issuance of corporate bonds to the public in accordance with laws governing the issuance of bonds to the public.

2. Organizations issuing corporate bonds to the public shall fulfill their obligation to disclose information from the end of the bond issuance period until the completion of payment for the bonds, specifically as follows:

a) Periodically disclose information on annual financial reports and annual reports in accordance with Clause 1 and 2 of Article 8 of this Circular.

In cases where bonds are issued to the public to raise funds for specific investment projects already determined, every six months from the month of the end of the issuance period until the completion of the project or when all raised funds have been disbursed, the issuer must disclose information on the progress of fund usage within five working days from the end of the reporting period (every six months). The issuer must disclose a report on fund usage verified by the General Shareholders' Meeting or detailed explanations on the usage of raised funds in the annual financial report verified by an audit organization.

b) Disclose extraordinary information in accordance with points a, b, e, h, and r of Clause 1 of Article 9 of this Circular and must clearly state the event, cause, and remedial measures (if any).

If there is a change in the purpose of fund usage compared to the content stated in the prospectus, the issuer must disclose information about the reasons and decisions, resolutions of the Board of Directors, or Shareholders' Meeting (for joint-stock companies) or Decisions of the Board of Members or Company Owner (for limited liability companies) regarding such changes within twenty-four hours from the date of the decision on changing the purpose of fund usage.

c) In cases of non-mandatory convertible bond issuance, 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.

d) Disclose information upon request in accordance with Article 10 of this Circular.

Chapter V

ANNOUNCEMENT OF INFORMATION OF SECURITIES COMPANIES, FUNDOVERSIGHT COMPANIES, AND BRANCHES OF FOREIGN FUNDOVERSIGHT COMPANIES IN VIETNAM

ANNOUNCEMENT OF INFORMATION OF SECURITIES COMPANIES, FUNDOVERSIGHT COMPANIES, AND BRANCHES OF FOREIGN FUNDOVERSIGHT COMPANIES IN VIETNAM

ANNOUNCEMENT OF INFORMATION OF SECURITIES COMPANIES, FUNDOVERSIGHT COMPANIES, AND BRANCHES OF FOREIGN FUNDOVERSIGHT COMPANIES IN VIETNAM

Article 17. Periodic disclosure of information

1. Securities companies, fund management companies, and branches of foreign fund management companies in Vietnam shall disclose periodic information in accordance with Clauses 1, 2, 3, 4, and 5 of Article 11 of this Circular (in cases where securities companies and fund management companies are limited liability companies, the 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, fund management companies, and branches of foreign fund management companies in Vietnam must disclose a financial safety ratio report on June 30, which has been reviewed, and on December 31, which has been audited by an auditing organization approved to conduct audits for publicly interested entities in the securities sector, simultaneously with the disclosure of semi-annual financial reports reviewed and annual financial reports audited.

Article 18. Unusual Information Disclosure

1. Securities companies, fund management companies that are joint-stock companies, and foreign fund management company branches in Vietnam must disclose unusual information within 24 hours from the occurrence of any event specified in Article 12 of this Circular and in the following cases:

a) Upon receiving a decision from the State Securities Commission on administrative penalties in the securities and securities market sector against the company or its securities practitioners; when the General Director, Deputy General Director, or Director, Deputy Director of the securities company or fund management company have their securities practice certificates revoked;

b) Upon receiving a decision from the State Securities Commission to place the company under supervision, special supervision, or remove it from such status; suspend operations, temporarily halt operations, or terminate the suspension of operations;

c) Share transfer transactions or capital contribution transactions to become shareholders or contributors holding 10% or more of the subscribed charter capital of non-publicly traded securities companies; transactions changing ownership of shares or contributions accounting for 10% or more of the subscribed charter capital or transactions leading to the shareholder or contributor's ownership ratio exceeding or falling below the levels of 10%, 25%, 50%, and 75% of the subscribed charter capital of non-publicly traded fund management companies;

d) Upon receiving a decision from the State Securities Commission to establish, close representative offices, branches, or trading rooms domestically or abroad.

2. Securities companies, fund management companies that are limited liability companies must disclose unusual information within 24 hours from the occurrence of any event specified in point a, b, c, e, g, h, m, n, o, p, q, r, s Clause 1, Article 9, Clause 1, 2, 3 Article 12 of this Circular and point a, b, c, d Clause 1 of this Article (the meeting of the Shareholders' Assembly is replaced with the meeting of the Board of Members, the Management Board is replaced with the Board of Members).

3. Securities companies, fund management companies, and foreign fund management company branches in Vietnam when disclosing information as prescribed in Clause 1 and 2 of this Article must clearly state the occurred event, cause, and remedial measures (if any).

Article 19. Information Disclosure upon Request

1. Securities companies, fund management companies, and foreign fund management company branches in Vietnam must disclose information within 24 hours from receiving a request from the State Securities Commission or the Stock Exchange when there is information related to the company affecting the legitimate interests of investors.

2. The content of the information disclosed as prescribed in Clause 1 of this Article must clearly state the event requested to be disclosed by the State Securities Commission or the Stock Exchange; the cause, degree of authenticity of the event, and remedial measures (if any).

Article 20. Other Information Disclosure of Securities Companies, Fund Management Companies, and Foreign Fund Management Company Branches in Vietnam

1. Securities companies must notify at their headquarters, branches, and trading rooms the contents related to trading methods, order placement, margin trading, payment time, transaction fees, services provided, and the list of securities practitioners of the company. In the case of providing margin trading services, securities companies must notify the conditions for providing such services, including requirements for margin ratios, loan interest rates, loan terms, methods for implementing additional margin calls, and the list of securities eligible for margin trading.

2. Before executing a forced sale of margin-traded securities or pledged securities, securities companies must inform customers about the forced sale of securities or the sale of pledged securities, and simultaneously disclose this information on the company's website (for the case of selling securities belonging to internal persons and related parties of internal persons). After the transaction is completed, the securities company must inform the customer about the transaction results no later than the end of the trading day so that the customer can fulfill their obligation to report and disclose information according to the law.

3. Except in the case where customers entrust the name of ownership, fund management companies and foreign fund management company branches must fulfill the disclosure obligations applicable to major shareholders when the total number of shares owned by the fund management company, investment funds managed by the company, and the portfolio of entrusted customers, or the total number of shares owned by the branch in Vietnam, the parent company, and entrusted customers (for foreign fund management company branches) reaches 5% or more of the total number of issued voting shares of an issuer or holds 5% or more of the closed-end fund certificates as stipulated in Article 26 of this Circular and the laws governing the activities of fund management companies investing in securities and foreign fund management company branches in Vietnam.

4. Fund management companies and foreign fund management company branches in Vietnam must fulfill the reporting and disclosure obligations related to securities transactions on behalf of their customers when they hold the name of ownership of entrusted assets of their customers if the customers belong to the category required to disclose information. If customers invest in holding the name of ownership of entrusted assets, the customers are responsible for fulfilling the obligation to report ownership and disclose information according to the law.

Chapter VI

INFORMATION DISCLOSURE OF MUTUAL FUNDS AND INVESTMENT COMPANIES

SECURITIES MUTUAL FUNDS

Article 21. Periodic Disclosure of Information about Public Funds

1. Periodic Disclosure of Information for Open-ended Funds, Including Exchange-Traded Funds

a) Financial Report

The Fund Management Company must disclose audited annual financial statements conducted by an approved auditing organization for public interest entities in the securities sector, audited semi-annual financial statements, and quarterly financial reports of the fund. The content of the financial reports shall be carried out in accordance with the accounting regulations applicable to related funds. The deadline for submitting financial reports shall be implemented according to Clause 1, 2, 3 of Article 11 of this Circular.

b) Investment Activity Report

The Fund Management Company must report and disclose monthly, quarterly, and annually periodic investment activity reports of the fund in accordance with the laws on establishing and managing securities investment funds.

c) Report on Changes in Net Asset Value

The Fund Management Company must disclose weekly periodic reports on changes in net asset value of the fund in accordance with the laws on establishing and managing securities investment funds.

d) Summary Report of Fund Management Activities

The Fund Management Company must disclose periodically semi-annual and annual reports summarizing the management activities of the fund in accordance with the laws on establishing and managing securities investment funds.

2. Periodic Disclosure of Information for Closed-end Funds

The Fund Management Company must disclose periodically financial reports, investment activity reports, and reports on changes in net asset value of closed-end funds in accordance with Point a, b, c of Clause 1 of this Article.

3. Periodic Disclosure of Information for Real Estate Investment Funds, Securities Companies Investing in Real Estate

The Fund Management Company must disclose periodically financial reports, investment activity reports, reports on changes in net asset value, and annual summaries of management activities of real estate investment funds and securities companies investing in real estate in accordance with Point a, b, c, d of Clause 1 of this Article.

4. The Fund Management Company must implement disclosure of 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 8 of this Circular.

5. In addition to the provisions of Clause 1, 2, 3, 4 of this Article, the Fund Management Company must comply with other disclosure obligations of securities investment funds in accordance with the laws on establishing and managing securities investment funds.

6. Except for 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: the first working day of the following week. In case of reporting changes in net asset value within three working days from the valuation date;

b) For monthly periodic information: within five working days from the end of the most recent month;

c) For quarterly periodic information: within twenty days from the end of the most recent quarter;

d) For six-month (semi-annual) periodic information: within forty-five days from the end of the most recent six months (semi-annual period);

đ) For annual periodic information: within ninety days from the end of the most recent year.

Article 22. 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) Issuance of a Certificate of Offering of Fund Certificates to the Public;

b) Issuance of a Registration Certificate for the Fund, Decision to Amend the Fund's Registration Certificate;

c) Decision to Change the Charter Capital of a Closed-end Fund;

d) Suspension, Revocation of a Fund Offering; unsuccessful public offering of a public fund;

đ) Amendment, Supplement to the Fund's Articles of Association, Prospectus;

e) When there is a decision to initiate prosecution, arrest, or criminal responsibility pursuit against internal personnel of the public fund;

g) When there is a change, new appointment, reappointment, or dismissal of internal personnel of the public fund;

Within three working days from the date of disclosure of information regarding changes, new appointments, reappointments, or dismissals of internal personnel of the public fund, the Fund Management Company must submit to the State Securities Commission and the Stock Exchange where the fund certificates are listed the Information Provision Form of newly appointed internal personnel according to Appendix No. 03 issued together with this Circular;

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

i) Decision to Merge, Consolidate, Split, Dissolve, Extend Operating Time, Liquidate Assets of the Public Fund;

k) Misvaluation of the Net Asset Value of the Public Fund;

l) Change of Supervisory Bank, Fund Management Company; change of founding members, market makers (for ETFs);

m) Adjustment of Investment Portfolio Deviations of the Public Fund;

n) Temporary Suspension of Swap Trading or Exceeding Permitted Deviation Levels from Reference Index (for ETFs);

o) Cases stipulated at Point a, đ, g, p of Clause 1 of Article 9 of this Circular.

2. The Fund Management Company must disclose information about Extraordinary Investor Meetings or Written Consultations with Investor Meetings in accordance with Clause 2 of Article 9 of this Circular.

3. The Fund Management Company must disclose other unusual information about public funds in accordance with the guidelines on establishing, operating, and managing securities investment funds issued by the Ministry of Finance.

4. When disclosing information about events specified in Clauses 1, 2, 3 of this Article, the Fund Management Company must clearly state the event occurred, the cause, the plan, and remedial measures (if any).

Article 23. Periodic Disclosure of Information about Public Securities Investment Companies

1. Financial Reports

The fund management company must disclose annual financial reports audited by an approved auditing organization for public interest entities in the securities sector, semi-annual financial reports, and quarterly financial reports of the securities investment company as stipulated in Article 11 of this Circular.

2. Investment Activity Reports

The fund management company must periodically disclose monthly, quarterly, and annual reports on the investment activities of the securities investment company in accordance with the laws governing the establishment and management of securities investment companies.

3. Net Asset Value Change Reports

The fund management company must periodically disclose weekly reports on changes in the net asset value of the securities investment company in accordance with the laws governing the establishment and management of securities investment companies.

4. Summary Report on Management Activities of Public Securities Investment Companies The fund management company must periodically disclose semi-annual and annual summary reports on the management activities of the securities investment company in accordance with the laws governing the establishment and management of securities investment companies.

5. The fund management company shall disclose information about the Shareholders' Meeting of the public securities investment company in accordance with Clause 3, Article 8 of this Circular.

6. The periodic disclosure deadline for public securities investment companies shall be implemented in accordance with Clause 6, Article 21 of this Circular.

Article 24. 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 the public securities investment company:

a) Decisions to offer or issue shares of the public securities investment company; obtaining a Certificate of Offering Shares to the Public, a Certificate of Additional Share Issuance Registration; a License for Establishment and Operation, or an Amended License for Establishment and Operation of the company;

b) Decisions to increase or decrease the registered capital;

c) Suspension or cancellation of a share offering period of the public securities investment company;

d) Decisions to merge, consolidate, dissolve, extend the operating period, or liquidate the assets of the securities investment company; revocation of the Certificate of Establishment and Operation for the securities investment company;

đ) Misvaluation of the net asset value of the public securities investment company;

e) Amendments to the charter or prospectus of the public securities investment company;

g) Temporary suspension of trading in the shares of the securities investment company;

h) Changes in the company name; changes in the fund management company or supervisory bank;

i) Adjustments to 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, đ, g, i, n, o, p of Clause 1, Article 9 of this Circular.

2. The fund management company must disclose information about extraordinary shareholders' meetings or resolutions passed through written shareholder consultations of the public securities investment company in accordance with Clause 2, Article 9 of this Circular.

3. The fund management company must disclose other unusual information about the public securities investment company in accordance with the guidelines for establishing, organizing operations, and managing securities investment companies issued by the Ministry of Finance.

Article 25. Disclosure of Information upon Request for Publicly Offered Funds and Listed Securities Investment Companies

1. The fund management company must disclose information related to publicly offered funds and listed securities investment companies within 24 hours from receiving requests from the State Securities Commission or the Stock Exchange when events occur as prescribed in Clause 1, Article 10 of this Circular, and in the following cases:

a) Unusual changes in price and trading volume of closed-end fund certificates, real estate investment trust certificates, ETF certificates; shares of listed securities investment companies;

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

2. The fund management company must disclose information requested by the State Securities Commission or the Stock Exchange where the fund is 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 26. Disclosure of Shareholding Information by Major Shareholders and Investors Holding More Than 5% of Closed-End Fund Certificates

1. Organizations, individuals, or groups of persons holding 5% or more of the outstanding voting shares of a publicly traded company, listed securities investment company, or investors holding 5% or more of closed-end fund certificates; or when they cease to be major shareholders or investors holding 5% or more of closed-end fund certificates, must disclose information and report on share transactions and closed-end fund certificate transactions to the publicly traded company, the fund management company, the State Securities Commission, and the Stock Exchange (for listed shares and registered transactions, closed-end fund certificates) according to Appendix No. 06 issued with this Circular within seven days from becoming or ceasing to be a major shareholder or investor holding 5% or more of closed-end fund certificates.

2. Major shareholders, groups of persons holding 5% or more of the outstanding voting shares of a publicly traded company, listed securities investment company, or investors holding 5% or more of closed-end fund certificates, when there is an increase or decrease in their shareholding ratio through thresholds of 1% (including cases of lending or borrowing, giving or receiving gifts, inheritance, transferring or receiving transfer rights to purchase additional shares...) must disclose information and report to the State Securities Commission and the Stock Exchange (for listed shares and registered transactions, closed-end fund certificates) and the publicly traded company, the fund management company within seven days from the date of such change according to Appendix No. 07 issued with this Circular.

Example: Investor A holds 5.2% of the outstanding voting shares of listed entity X. On day T, A places an order to buy increasing his shareholding ratio from 5.2% to 5.7%. Subsequently, on day T', A places another order to buy increasing his shareholding ratio from 5.7% to 6.1%. The transaction on day T' causes A's shareholding ratio to exceed the 6% threshold, thus, within seven days from the settlement date of the securities transaction, 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 holding 5% of outstanding shares or closed-end fund certificates, or the time of change in shareholding ratio through thresholds of 1% as stipulated in Clauses 1 and 2 of this Article shall be calculated from the completion of the securities transaction as prescribed in Clause 14, Article 2 of this Circular.

4. The provisions of Clauses 1 and 2 of this Article do not apply to situations where changes in the holding ratio of outstanding voting shares arise due to the publicly traded company trading its own shares or issuing additional shares.

5. Publicly traded companies and fund management companies must publish the relevant information on their corporate websites within three working days after receiving reports related to changes in shareholding ratios, rights to purchase shares, and closed-end fund certificates of the entities specified in this Article.

Article 27. Disclosure of Information on Transactions of Founding Shareholders During Restricted Transfer Period

1. At least three working days before implementing the transaction, founding shareholders holding restricted transfer shares under corporate law must submit a report to the State Securities Commission, Stock Exchange (for listed or traded shares), Securities Depository Center, and public companies regarding the implementation of the transaction according to Appendix No. 08 issued together with this Circular. In case of transferring to a non-founding shareholder, the transferrer must also submit a supplementary resolution of the Shareholders' Meeting approving such transfer.

2. Within three working days from the completion date of the transaction (if 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 or traded shares), Securities Depository Center, and public companies about the results of the transaction, explaining reasons for not completing the transaction or not executing the full registered volume (if applicable) according to Appendix No. 09 issued together with 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 must publish such information on their company's electronic website.

Article 28. Disclosure of Information on Transactions of Insiders of Public Companies, Insiders of Public Funds, and Related Parties of Insiders

1. At least three working days prior to the transaction, insiders of public companies, insiders of public funds, and related parties of these entities must disclose information and report to the State Securities Commission, Stock Exchange (for listed or traded shares, public fund certificates), public companies, and fund management companies regarding the expected transactions of public company shares, subscription rights to public company shares, convertible bonds, subscription rights to convertible bonds, public fund certificates, subscription rights to public fund certificates, including cases of transfers not through the stock exchange system (such as gifts, inheritances, transfers, or receipt of transfers of public company shares, public fund certificates, convertible bonds, subscription rights to public company shares, subscription rights to public fund certificates, additional subscription rights to convertible bonds...) according to Appendix No. 10 or Appendix No. 11 issued together with this Circular. The transaction execution period shall not exceed thirty days from the registration date and can only commence after twenty-four hours from the disclosure of information by the Stock Exchange.

Insiders of public companies, insiders of public funds, and related parties of these entities may not simultaneously register to buy and sell public company shares, subscription rights to public company shares, convertible bonds, subscription rights to convertible bonds, or public fund certificates, subscription rights to public fund certificates in the same registration period and must execute transactions strictly according to the time and volume registered.

2. Within three working days from the completion date of the transaction (if the transaction ends before the registration period) or the end of the anticipated transaction period, insiders of public companies, insiders of public funds, and related parties of these entities must report to the State Securities Commission, Stock Exchange (for listed or traded shares, public fund certificates) and public companies, fund management companies about the results of the transaction, explaining reasons for not completing the transaction or not executing the full registered volume (if applicable) according to Appendix No. 12 or Appendix No. 13 issued together with this Circular.

Insiders and related parties of insiders may only register and implement subsequent transactions after reporting the completion of the previous transaction period.

3. If, after registering the transaction, the registrant is no longer an insider of a public company, an insider of a public fund, or a related party of these entities, the registrant still must fulfill the reporting and disclosure obligations as provided in Clause 1 and 2 of this Article.

4. If an insider of a public company, an insider of a public fund, or a related party of these entities is also a major shareholder or an investor owning five percent or more of public fund certificates, they only need to fulfill the disclosure obligations applicable to insiders and related parties.

5. If a securities company is a related party of an insider of a listed or traded organization or a related party of an insider of a listed public fund, when correcting errors in listed or traded share transactions or listed public fund certificate transactions, the company must report to the State Securities Commission, Stock Exchange, listed or traded organization, or fund management company within twenty-four hours from the completion of the error correction transaction.

6. If the parent company of a public company or political organizations, political-social organizations of the public company (trade unions, youth associations...) conduct transactions involving public company shares, subscription rights to public company shares, convertible bonds, subscription rights to convertible bonds, they must fulfill the disclosure obligations as prescribed for insiders in Clause 1, 2, and 3 of this Article.

7. Within three working days after receiving reports related to transactions involving public company shares, subscription rights to public company shares, convertible bonds, subscription rights to convertible bonds, or closed-end public fund transactions, subscription rights to closed-end public fund certificates of insiders and related parties of insiders as stipulated herein, public companies and fund management companies must publish such information on their company's electronic website.

Article 29. Disclosure of information on swap transactions involving ETF share certificates for underlying stocks

1. In swap transactions, the ETF fund is exempt from the obligation to disclose information as a major shareholder, insider, or related party as provided for in Articles 26 and 28 of this Circular.

2. Within three working days from the date of completion of the swap transaction, if the swapping party is an insider of a listed organization or a related party of such an insider, they must fulfill the obligation to disclose information related to the insider's transaction as stipulated in Clause 2 of Article 28 of this Circular.

3. Within seven days from the date of completion of the swap transaction, the swapping party must fulfill the obligation to disclose information related to changes in the ownership ratio of listed shares, if applicable to the obligations of major shareholders of listed organizations as provided for in Article 26 of this Circular.

4. Within three working days after receiving reports related to the swap transactions of insiders, related parties of insiders, and major shareholders of companies as provided for in Clauses 2 and 3 of this Article, the listed organization must publish such information on its corporate website.

Article 30. Disclosure of information on public tender offers

The entity making a public tender offer and the public company being tendered must comply with the disclosure requirements set forth in the Securities Law and guiding documents.

Article 31. Disclosure of information on treasury stock transactions

In the case of treasury stock transactions, the company must comply with the disclosure requirements under the Securities Law and guiding documents.

If the 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 10%, the company must notify all creditors and publicly disclose this information within fifteen days from the date of completing the payment for the repurchase.

Chapter VIII

DISCLOSURE OF INFORMATION BY THE SECURITIES DEPOSITORY CENTER

Article 32. Contents of Information Disclosed by the Securities Depository Center

1. The Securities Depository Center shall disclose information within twenty-four hours from the occurrence of any of the following events:

a) Information regarding the issuance, revocation, and adjustment of Membership Certificates, Branch Membership Certificates, and Clearing Members;

b) Information regarding the issuance and adjustment of Securities Registration Certificates, supplementary Securities Registration Certificates; information regarding the cancellation of securities registration;

c) Information regarding the retention of domestic security codes;

d) Information regarding the issuance of trading codes to foreign investors and their revocation;

đ) Information regarding the exercise of rights of securities registered at the Securities Depository Center;

e) Information regarding transfers outside the trading system of the Stock Exchange that have been approved by the State Securities Commission;

g) Information regarding disciplinary measures against depository members and clearing members from reprimand upwards;

h) Information regarding the loss of liquidity capacity of clearing members, information regarding the suspension, termination, and cessation of the status of clearing members;

i) Information regarding the handling of cases of loss of liquidity capacity through guarantee mechanisms and risk prevention measures;

k) Information regarding operational disruptions of the settlement system due to unforeseen circumstances;

l) Information regarding the foreign investor ownership ratio in public companies, listed organizations, and organizations with trading registration; information regarding the number of shares foreign investors are still permitted to purchase in public companies, listed organizations, and organizations with trading registration;

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

2. Disclosure of information thirty days prior to implementing or changing position limits for clearing members, after approval by the State Securities Commission.

3. On a monthly, quarterly, and annual basis, within ten days from the end of the reporting period, the Securities Depository Center must disclose the following information:

a) Number of domestic and foreign investor trading accounts;

b) Information regarding the issuance and revocation of trading codes for foreign investors;

c) Information regarding the management and use of the clearing fund and the payment risk reserve fund for derivative securities transactions.

d) Information regarding the management and use of the payment support fund.

4. Within three working days from the end of the year, the Securities Depository Center must disclose information and report to the State Securities Commission, while simultaneously sending the Stock Exchange a list of large-scale public companies.

5. Within three days from becoming a member or ceasing to be a member of international organizations related to the securities market, participating in action programs and international commitments for the development of the securities market, the Securities Depository Center has the obligation to disclose information about these activities.

Chapter IX

DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE

Article 33. Information on securities transactions at 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 for each trading day, execution price, expected price (in the case of periodic matching orders), level and symbol of price fluctuation for each type of security, average price of securities (for the Upcom market);

c) The three best bid and ask prices of shares, investment fund certificates, derivative securities accompanied by the corresponding volume of buy and sell orders at those prices;

d) Information on bond transactions classified by remaining maturity period, including: trading periods, 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. Daily periodic information during trading

a) Status of various types of securities; open interest of each type of derivative security;

b) Total number of securities permitted to trade on that day; information on the price of derivative securities with the nearest expiration month;

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, volume of buy/sell orders and corresponding value for each type of security;

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

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

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

- Agreement (if any): Time point, type of transaction information published upon implementation according to the Rules of the Stock Exchange;

- Purchase and resale of shares of listed and registered companies (if any);

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

i) Transaction information (price, trading volume, proportion of trading relative to the entire market, degree, price change ratio, trading volume) about the ten shares with the largest trading volume and the ten shares with the largest price fluctuation compared to the previous trading day;

k) Transaction information (price, trading volume, proportion of trading relative to the entire market; degree, price change ratio and trading volume) of the ten shares with the highest market capitalization and the ten shares with the highest market value;

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

m) Number of circulating shares of listed and registered shares;

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

3. Disclosure of information within thirty days before implementing new listing or replacement listing of derivative securities:

a) Contract model, terms of the newly listed derivative securities contract after approval by the State Securities Commission;

b) Delisting, replacement listing of derivative securities contracts on the Stock Exchange;

Article 34. Information on listed and registered organizations at the Stock Exchange; securities companies that are members, derivatives trading members, derivatives market makers; fund management companies managing listed funds, public securities investment companies

1. Information on listed organizations, trading registration organizations

a) General information on listing and trading activities:

- Information on initial listing, registration, first trading date;

- Information on delisting, registration cancellation;

- Information on changes to listing, registration;

- Information on relisting and re-registration for trading;

- Information on handling violations of listed and registered organizations according to the listing and registration rules;

- Information on securities not allowed to be traded on margin;

- Information on restricted securities trading;

- Information on foreign ownership ratio of public companies, listed organizations, registered organizations.

b) Periodic, extraordinary, and upon request information that listed and registered organizations must disclose through the Stock Exchange's information disclosure means.

2. Information on securities companies that are members, derivatives trading members, derivatives market makers at the Stock Exchange

a) General information on members:

- Information on member approval, derivatives trading member, selection of derivatives market maker;

- Information on handling violations of members, derivatives trading members, derivatives market makers, trading representatives according to the Stock Exchange's trading member rules;

- Information on termination of member status, derivatives trading member status, termination of market-making contracts of derivatives market makers;

- Information on the brokerage trading value of the ten largest members by quarter, half-year, and year;

- Other information;

b) Periodic, extraordinary, and upon request information from the State Securities Commission or the Stock Exchange that securities company members, derivatives trading members, derivatives market makers must disclose through the Stock Exchange's information disclosure means.

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

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

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

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

- Information on handling violations of listed funds, public securities investment companies according to the listing and information disclosure rules of the Stock Exchange;

- Other information;

b) Periodic, extraordinary, and upon request information related to listed funds, public securities investment companies that fund management companies must disclose through the Stock Exchange's information disclosure means.

4. The Stock Exchange must disclose information as stipulated in Articles 33 and 34 of this Circular immediately after the occurrence of an event or after receiving complete and valid reports, notifications, and information disclosure documents from listed and registered organizations, securities company members, fund management companies, public securities investment companies, and related organizations and individuals.

Article 35. Information on securities market supervision, derivative securities market, 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 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 changes to price fluctuation bands, restrictions on opening new positions, application of order limits, and cumulative order limits;

d) Information on the cancellation or modification of derivative securities contract templates and terms after approval by the State Securities Commission;

đ) Information on transactions by major shareholders, transactions by founding shareholders during restricted transfer periods, internal person transactions and related party transactions, tender offer transactions, treasury stock transactions of listed organizations, and registered transactions;

e) Information on violations of information disclosure regulations by listed organizations, registered organizations, member securities companies, fund management companies, public securities investment companies, derivative trading members, derivative market maker members, and clearing members;

g) Information on the handling of violations of laws governing securities market activities and derivative securities market activities according to the rules of the Securities Trading Exchange;

h) Guidelines and announcements by 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. Information on the activities of the Securities Trading Exchange:

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

Chapter X

IMPLEMENTING PROVISIONS

Article 36. Effective Date

This Circular takes effect from January 1, 2016 and replaces Circular No. 52/2012/TT-BTC dated April 5, 2012 of the Ministry of Finance guiding information disclosure on the securities market.

Article 37. Implementation

1. The State Securities Commission, the Securities Trading Exchange, the Securities Depository Center, and other information disclosers are responsible for implementing this Circular.

2. The Securities Trading Exchange is responsible for providing detailed guidance on the methods of information disclosure applicable to information disclosers in accordance with the provisions of this Circular and the Securities Trading Exchange's information disclosure system./.