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

CIRCULAR

Guidelines on the Disclosure of Information in the Securities Market

_____________________

 

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

BASED ON THE SECURITIES LAW AMENDED AND COMPLEMENTED NUMBER 62/2010/QH12 OF NOVEMBER 24, 2010;

Pursuant to the Enterprise Law dated November 29, 2005;

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

THE MINISTRY OF FINANCE GUIDES THE DISCLOSURE OF INFORMATION IN THE SECURITIES MARKET AS FOLLOWS.

PART I

GENERAL PROVISIONS

Article 1. Subjects of Information Disclosure

The subjects of information disclosure include: public companies, issuers (excluding cases of bond issuance guaranteed by the Government), securities companies, fund management companies, Stock Exchanges (SE), Securities Depository Centers (SDC) and related parties.

Article 2. Explanation of terms

In addition to the terms defined in the Securities Law and Government Decrees, the terms in this Circular shall be understood as follows:

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

2. Large-scale public company is a public company with a paid-in charter capital of VND 1.2 trillion or more as determined in the most recent audited annual financial report or according to the latest issuance results and having a number of shareholders not less than 300 shareholders counted at the time of the shareholder list closure at the SDC on December 31 each year based on the list published by the State Securities Commission (SSC).

3. Internal Shareholder is a member of the Board of Directors, Supervisory Board, General Director/Managing Director, Deputy General Director/Deputy Managing Director, Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department of a public company.

4. Internal investor of closed-end public funds (including closed-end funds, real estate investment funds) is an investor holding positions such as founder, member of the Fund Investment Management Board, member of the Board of Directors, Supervisory Board (if any), Management Board of the fund management company, fund manager of public closed-end funds.

5. Approved auditing organization is an auditing firm approved by the State Securities Commission for auditing under conditions specified by the Ministry of Finance.

6. Number of circulating voting shares of a public company is the number of voting shares issued by the company minus the number of treasury shares held by the company.

7. Listed and registered trading organization is an organization whose securities are listed or registered for trading on the SE.

Article 3. Requirements for Implementing Information Disclosure

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

2. Information disclosure must be carried out by the legal representative of the company or the person authorized to disclose information. The legal representative of the company must bear responsibility for the accuracy, timeliness, and completeness of the information disclosed by the authorized person.

In the case of implementing information disclosure through an authorized person to disclose information, public companies, issuers, securities companies, and fund management companies must register one (01) authorized person to implement information disclosure according to Appendix I attached to this Circular. In the event of changing the authorized person to disclose information, the public company, issuer, securities company, or fund management company must notify the SSC, SE in writing at least five (05) working days before the change occurs.

If there is any information that affects the price of securities, the legal representative of the company or the authorized person to disclose information must confirm or correct that information within twenty-four (24) hours from receiving the information or upon request of the SSC, SE.

3. Information disclosure must be carried out simultaneously with reporting to the SSC, SE about the content of the disclosed information, specifically as follows:

3.1. Public companies, issuers, securities companies, and fund management companies must simultaneously report to the SSC when disclosing information;

3.2. SEs and SDCs must simultaneously report to the SSC regarding information generated from the SEs and SDCs when disclosing information;

3.3. Listed and registered trading organizations, member securities companies, fund management companies managing closed-end public funds, and publicly traded securities investment companies must simultaneously report to the SSC and SE when disclosing information;

3.4. Fund management companies have the responsibility to disclose information about the operation of public funds they manage in accordance with relevant laws. If the fund management company is a public company, it must also fulfill the information disclosure obligations applicable to public companies.

4. The date of information disclosure is the day the information appears on the information dissemination medium; the date of reporting on information disclosure is the day the fax is sent, electronic data (via email or via the information technology system accepting reports) is sent, or the day the SSC, SE receives the reported information in writing.

5. The language used for information disclosure in the Vietnamese securities market must be Vietnamese. In cases where the law requires additional information disclosure in another language, the languages used for information disclosure include Vietnamese and the other language as prescribed.

6. In the event of changes to the content of previously disclosed information, the information disclosers as stipulated in Article 1 of this Circular must simultaneously report and provide a written explanation to the SSC, SE (in the case of listed and registered trading organizations).

7. Information disclosers must preserve and retain the information they have reported and disclosed in accordance with the provisions of the law.

Article 4. Means and Forms of Information Disclosure

1. Information disclosure shall be carried out through the following information disclosure means:

1.1. Annual reports, websites, and other publications of organizations subject to information disclosure;

1.2. The State Securities Commission's information disclosure means include: the reporting and information disclosure system, the State Securities Commission’s website, and other publications of the State Securities Commission;

1.3. The Stock Exchange's information disclosure means include: the reporting and information disclosure system, the Stock Exchange’s website, and electronic display boards at the Stock Exchange;

1.4. The information disclosure means of the Issuer include: the Issuer’s website;

1.5. Other mass media information disclosure means as prescribed by law.

2. Documents and reports submitted to the State Securities Commission and the Stock Exchange shall be in the form of written documents and electronic data using digital signatures in accordance with the guidelines of the State Securities Commission and the Stock Exchange.

In cases where the State Securities Commission and the Stock Exchange implement a reporting and information disclosure system through an online portal, the information disclosure forms of entities subject to information disclosure as stipulated in Article 1 of this Circular shall be implemented in accordance with the guidelines of the State Securities Commission and the Stock Exchange.

3. Public companies must establish a website within six (06) months from the date they become public companies; securities companies and fund management companies must establish a website within six (06) months from the date they are licensed and commence operations; issuers of publicly offered bonds must establish a website before issuing such bonds. The website must have a dedicated section for shareholder (investor) relations, which must disclose the Company Charter, Internal Governance Regulations (if any), Offering Memorandum (if any), and periodic, extraordinary, and required disclosures as stipulated in this Circular. Entities subject to information disclosure must notify the State Securities Commission and the Stock Exchange and publicly announce their website address and any changes related to it within three (03) working days from the completion of establishing the website or the date of change in the website address.

Article 5. Temporary Suspension of Information Disclosure

1. In cases where information disclosure cannot be completed on time due to force majeure reasons (natural disasters, fires, wars, and other cases approved by the State Securities Commission for temporary suspension of information disclosure), entities subject to information disclosure must report to the State Securities Commission and the Stock Exchange immediately upon occurrence of natural disasters, fires, or wars, or prior to the deadline for information disclosure for other cases where the entity requests approval from the State Securities Commission for temporary suspension of information disclosure, and must promptly disclose the information once the force majeure event has been resolved.

2. A temporary suspension of information disclosure approved in writing by the State Securities Commission must be disclosed on the information disclosure means of the entity subject to information disclosure and the State Securities Commission and the Stock Exchange, clearly stating the reason for the temporary suspension of information disclosure.

Article 6. Handling Violations of Information Disclosure

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

Chapter II

INFORMATION DISCLOSURE OF JOINT STOCK COMPANIES

Section 1

GENERAL PROVISIONS

Article 7. Periodic Information Disclosure

1. Annual Financial Report

Public companies must disclose information about their audited annual financial report no later than ten (10) days from the date the independent auditing organization signs off on the audit report. The deadline for disclosing the annual financial report shall not exceed ninety (90) days from the end of the fiscal year. The specific contents are as follows:

1.1. The annual financial report of public companies includes: Balance Sheet; Income Statement; Cash Flow Statement; Notes to the Financial Statements as prescribed by accounting laws.

The Notes to the Financial Statements must fully present all contents as required by accounting laws. In cases where the Notes to the Financial Statements refer to Appendices, such Appendices must be disclosed together with the Notes to the Financial Statements. The Notes to the Financial Statements must specifically detail the contents regarding transactions with related parties as stipulated by Vietnamese Accounting Standards. If the annual financial report is prepared in a foreign currency, the public company must simultaneously disclose the annual financial report in that foreign currency and the annual financial report converted into Vietnamese Dong. The annual financial report converted into Vietnamese Dong must have confirmation from the auditing organization that has audited the annual financial report in the foreign currency regarding the exchange rate and the accuracy of the conversion;

1.2. In cases where a public company is the parent company of another organization, the information disclosure regarding the annual financial report must include the annual financial report of the parent company and the consolidated annual financial report. In cases where a public company is the top-level accounting unit with subordinate accounting units, the annual financial report must include the annual financial report of the public company and the aggregated annual financial report as prescribed by accounting laws;

1.3. Public companies must fully disclose the information about the audited annual financial report on their corporate website and on the information dissemination platforms of the State Securities Commission (SSC) and the Stock Exchange (SE) (in cases of listed or over-the-counter traded organizations), while publishing the audit opinion on the annual financial report in at least one (01) national circulation newspaper along with the website address for accessing the full annual financial report, audit report, and/or the address for obtaining the annual financial report and audit report for investors' reference;

1.4. The annual financial report and the audit report on the annual financial report must be stored in both paper and electronic form for at least ten (10) years following the end of the fiscal year at the main office of the company for investor reference.

2. Annual Report

Public companies must prepare the annual report according to Appendix II attached to this Circular and disclose information about the annual report no later than twenty (20) days after the disclosure of the audited annual financial report. The information disclosure must be carried out through the company's publications, corporate websites, and the information dissemination platforms of the SSC and SE (in cases of listed or over-the-counter traded organizations) and stored in both paper and electronic form for at least ten (10) years following the end of the fiscal year at the main office of the company for investor reference. Financial information in the annual report must be consistent with the audited annual financial report.

3. Corporate Governance Report

Public companies must disclose information in accordance with the corporate governance laws applicable to public companies, specifically as follows:

3.1. Every six (06) months and annually, public companies must disclose information about the corporate governance situation according to Appendix III attached to this Circular, and simultaneously report to the SSC and SE (in cases of listed or over-the-counter traded organizations). The deadline for reporting and disclosing the corporate governance report every six (06) months and annually shall not exceed thirty (30) days from the end of the reporting period;

3.2. Public companies must disclose information in accordance with point 3.1 of this Article on their corporate website and on the information dissemination platforms of the SSC and SE (in cases of listed or over-the-counter traded organizations).

4. Shareholders' Meeting

4.1. Public companies must periodically disclose information about the resolutions of the annual shareholders' meeting;

4.2. Public companies must disclose all materials for the annual shareholders' meeting/extraordinary shareholders' meeting, including: meeting invitation notices, proxy designation forms, meeting agendas, voting ballots, discussion documents serving as the basis for decisions and draft resolutions for each issue on the agenda, on their corporate website simultaneously with sending meeting invitation notices and instructions for accessing the website for the meeting and meeting materials to shareholders before the opening of the shareholders' meeting, no later than fifteen (15) days.

5. Information Disclosure Regarding Securities Offering and Progress in Using Funds Raised from the Offering

Public companies conducting securities offerings must comply with information disclosure regulations under securities offering laws.

In cases where a public company offers securities to the public to raise funds for investment projects, it must report to the SSC and disclose information on its publications, corporate websites, and the information dissemination platforms of the SSC and SE (in cases of listed or over-the-counter traded organizations) every six (06) months, starting from the end of the offering period, about the progress in using the funds raised from the offering. In cases of changes in the purpose of fund usage, the public company must disclose information about the reasons and the Board of Directors/Shareholders' Meeting resolution on such changes prior to implementing the changes. The public company must continue to report and disclose such information until all funds raised from the public share offering have been disbursed.

Article 8. Unusual Information Disclosure

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

1.1. The company's bank account being frozen or allowed to resume operations after being frozen;

1.2. Suspension of part or all business activities; revocation of the Business Registration Certificate, Enterprise Establishment and Operation License, or Operation License;

1.3. Resolution/Decision of the Shareholders' Meeting (accompanied by the Minutes of the Shareholders' Meeting or Voting Count Report) regarding the approval of Shareholders' Meeting decisions as stipulated in Article 96 of the Law on Enterprises;

1.4. Board of Directors' decision on the repurchase of the company's shares or resale of purchased shares; date for exercising the right to purchase shares attached to bonds or the date for converting convertible bonds into shares; decision to offer securities abroad and related decisions as provided for in Clause 2, Article 108 of the Law on Enterprises; medium-term development strategy and annual business plan of the company;

1.5. Resolution/Decision of the Shareholders' Meeting/Board of Directors (accompanied by the Minutes of the Shareholders' Meeting or Voting Count Report) regarding dividend rate, form of dividend payment, issuance of bonus shares; merger, division, consolidation, spin-off of enterprises; stock split;

1.6. Audit report with disclaimer, adverse opinion, or refusal opinion of the auditing organization on the Financial Statements; announcement of the auditing firm that has signed the audit contract for the annual Financial Statements; change of the auditing firm (after signing the contract) or refusal to audit the Financial Statements by the auditing firm; retrospective adjustment results of the Financial Statements (if any);

1.7. When there is a change in key personnel of the company (Board of Directors members, Supervisory Board members, General Director/Deputy General Director or Managing Director/Deputy Managing Director, Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department);

1.8. Decision to initiate prosecution, court judgment, or court decision against Board of Directors members, Managing Director, Deputy Managing Director, General Director, Deputy General Director, Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department, Supervisory Board members of the company; decision to initiate prosecution, court judgment, or court decision related to the company's activities; conclusion of the tax authority regarding the company's violation of tax laws;

1.9. When the court accepts a petition requesting the initiation of bankruptcy proceedings for the enterprise;

1.10. Decision to borrow or issue bonds with a value of thirty percent (30%) or more of the equity capital as reflected in the most recent audited Annual Financial Statements or reviewed Semi-Annual Financial Statements; decision to issue convertible bonds;

1.11. The company receives changes in content related to the Business Registration Certificate, Enterprise Establishment and Operation License, or Operation License;

1.12. When there is a change in the number of voting shares in circulation due to additional issuance; purchase or sale of treasury shares at the time when the securities are officially registered on the Stock Exchange;

1.13. When significant events occur affecting production and business operations or management conditions of the company.

2. Public companies must disclose unusual information within seventy-two (72) hours when there is a decision regarding the establishment, purchase, sale, or dissolution of subsidiaries, investment or non-investment in joint ventures or associated companies.

3. Public companies must disclose information about the events specified in Clause 1 and Clause 2 of this Article on their publications, electronic information pages, and through the means of information disclosure of the State Securities Commission (SSC), Stock Exchange (in case of listed or over-the-counter traded organizations). The content of unusual information disclosure must clearly state the event occurred, cause, plan, and remedial measures (if any).

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

Public companies must report and submit all relevant legal documents concerning the final registration date for exercising rights for existing shareholders to the Stock Exchange, SSC (in case of listed or over-the-counter traded organizations) and report to the State Securities Commission no later than ten (10) working days before the final registration date.

Article 9. Disclosure of Information upon Request

1. Public companies must disclose information within twenty-four (24) hours from the time they receive a request from the Securities Commission (SC) or the Stock Exchange (SE) (in the case of listed or over-the-counter traded organizations) for the following events:

1.1. When an event occurs that significantly affects the legitimate interests of investors;

1.2. There is information related to the public company that has a significant impact on the price of securities and requires confirmation of such information.

2. Public companies must disclose information upon request on their own publications, electronic information pages, mass media, and the information disclosure means of the Securities Commission and the Stock Exchange (in the case of listed or over-the-counter traded organizations). The disclosed information must clearly state the event requested by the Securities Commission and the Stock Exchange to be disclosed; the cause and the company's evaluation of the authenticity of the event, and remedial measures (if any).

Section 2

DISCLOSURE OF INFORMATION BY LISTED ORGANIZATIONS AND LARGE PUBLIC COMPANIES

Article 10. Periodic Information Disclosure

Listed organizations and large public companies must regularly disclose information in accordance with Article 7 of this Circular and the following provisions:

1. Listed organizations and large public companies must disclose information about the audited annual financial statements prepared by an approved auditing organization.

2. Listed organizations and large public companies must prepare and disclose information about the reviewed semi-annual financial statements (first six months of the fiscal year) conducted by an approved auditing organization in accordance with the Auditing Standards on Reviewing Financial Statements within five (5) working days from the date the approved auditing organization signs off on the review report. The deadline for disclosing reviewed semi-annual financial statements shall not exceed forty-five (45) days from the end of the first six (06) months of the fiscal year. In cases where the listed organization or large public company is the parent company of another organization or is the top accounting unit with subordinate accounting units, the deadline for disclosing consolidated or aggregated semi-annual financial statements and the parent company’s or top accounting unit’s semi-annual financial statements shall be sixty (60) days from the end of the first six (06) months of the fiscal year.

The semi-annual financial statements accompanied by the entire review work report on the semi-annual financial statements must be published on the electronic information page of the listed organization or large public company and on the information disclosure means of the Securities Commission and the Stock Exchange (in the case of listed or over-the-counter traded organizations) and must be stored in writing and electronically for at least ten (10) years at the main office of the company for investor reference.

The auditing organization conducting the review of the semi-annual financial statements must be an approved auditing organization selected to audit the annual financial statements of the listed organization or large public company.

3. Listed organizations and large public companies must disclose information about quarterly financial statements within twenty (20) days from the end of the quarter. If the listed organization or large public company is the parent company or the top accounting unit with subordinate accounting units, it must disclose information about the parent company’s quarterly financial statements and consolidated or aggregated financial statements within forty-five (45) days from the end of the quarter. Specific contents are as follows:

3.1. Quarterly financial statements of listed organizations and large public companies include reports as specified in Point 1.1 Clause 1 of Article 7 of this Circular;

3.2. In cases where post-tax net profit at the operating results report between the current quarter being reported and the same quarter last year varies by ten percent (10%) or more, or if the business results in the quarter show a loss, the listed organization or large public company must provide a detailed explanation of the reasons in the quarterly financial statement. If the listed organization or large public company is the parent company, it must provide a detailed explanation of these reasons in both the parent company’s operating results report and the consolidated operating results report; if the listed organization or large public company is the top accounting unit with subordinate accounting units, it must explain the reasons in both the listed organization or large public company’s financial statements and the aggregated financial statements;

3.3. Listed organizations and large public companies must fully disclose quarterly financial statements on their electronic information pages and on the information disclosure means of the Securities Commission and the Stock Exchange and must store them in writing and electronically for at least ten (10) years at the main office of the company for investor reference.

4. In cases where the audited annual financial statements and reviewed semi-annual financial statements contain disclaimer/opinion qualifications, the company must disclose information regarding explanations for those disclaimer/opinion qualifications.

Article 11. Unusual Information Disclosure

1. Listed organizations and large public companies must disclose extraordinary information within twenty-four (24) hours in accordance with Clause 1 of Article 8 of this Circular and when one of the following events occurs:

1.1. The company suffers asset losses valued at ten percent (10%) or more of its equity capital as reflected in the most recent audited annual financial statements or the most recent reviewed semi-annual financial statements;

1.2. Decisions/Resolutions of the Shareholders' Meeting/Board of Directors relating to issues of increasing or decreasing registered capital; contributing capital valued at ten percent (10%) or more of the total assets of the company to another organization; contributing capital valued at fifty percent (50%) or more of the total capital received by the company; approving loan contracts, lending contracts, and other contracts valued at fifty percent (50%) or more of the total asset value as reflected in the most recent audited annual financial statements or the most recent reviewed semi-annual financial statements;

1.3. Resolution/Decision of the Shareholders' Meeting/Board of Directors regarding the purchase or sale of assets with a value greater than fifteen percent (15%) of the company's total assets as reported in the most recently audited Annual Financial Report or reviewed Semi-Annual Financial Report.

1.4. Resolution/Decision of the Shareholders' Meeting/Board of Directors or document of the competent state agency (for cases requiring approval from the competent authority) regarding the establishment or closure of subsidiaries, branches, factories, representative offices.

1.5. When the listed securities price of the company (in case of a listed organization) reaches the upper limit or lower limit for ten (10) consecutive trading sessions or more.

1.6. When there is an explanation related to financial data that the company must disclose according to the law, which differs from the financial data in the audited Financial Report.

2. Listed organizations and large public companies must disclose extraordinary information within seventy-two (72) hours as stipulated in Clause 2, Article 28 of this Circular, and from the date of approval or cancellation of listing on foreign stock exchanges.

3. Listed organizations and large public companies must disclose information about events specified in Clause 1 and Clause 2 of this Article on the company’s publications, electronic information websites, and information dissemination means of the Securities Commission and Stock Exchange (in case of a listed organization). The content of extraordinary disclosures must clearly state the event occurred, reasons, plans, and corrective measures (if any).

Article 12. Disclosure of Information Upon Request.

Listed organizations and large public companies must disclose information as required under Article 9 of this Circular.

Article 13. Time of commencement and termination of disclosure obligations of large public companies

1. A public company begins to fulfill the 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 State Securities Commission.

2. One (01) year after ceasing to be a large public company according to the list published by the State Securities Commission, a large public company will fulfill its disclosure obligations as prescribed for public companies or listed organizations under this Circular.

Article 14. Disclosure of information by organizations issuing corporate bonds for listing

1. Organizations issuing corporate bonds that are public companies shall implement disclosure as provided in Articles 10, 11, and 12 of this Circular.

2. Organizations issuing corporate bonds that are non-public joint-stock companies, limited liability companies, or state-owned enterprises shall implement disclosure as follows:

2.1. Periodic disclosure of the Annual Financial Report and Annual Report as stipulated in Clause 1, Clause 2, Article 7, and Clause 1, Article 10 of this Circular;

2.2. Extraordinary disclosure as provided in Article 11 of this Circular (where the Board of Directors is replaced by the Board of Members for limited liability companies);

2.3. Disclosure upon request as provided in Article 9 of this Circular.

Chapter III

DISCLOSURE OF INFORMATION BY CORPORATE BOND ISSUERS TO THE PUBLIC

Article 15. Time for Disclosure of Information

An enterprise bond issuer that issues bonds to the public must disclose information in accordance with this Circular from the time of issuing bonds to the public until the completion of bond repayment.

Article 16. Contents of Information Disclosure by Enterprise Bond Issuers

1. Periodic disclosure: An enterprise bond issuer that issues bonds to the public must periodically disclose information on the Annual Financial Report and the Annual Report as stipulated in Clause 1 and Clause 2 of Article 7 of this Circular.

2. Extraordinary disclosure: An enterprise bond issuer that issues bonds to the public must disclose extraordinary information as stipulated in Point 1.1, Point 1.2 of Clause 1, Clause 2, and Clause 3 of Article 8 of this Circular.

3. In case of issuance of non-mandatory convertible bonds, the issuer must send a notification letter to each bondholder and disclose information about the conversion period, ratio, price, and registration location at least one (01) month before the bond conversion date through the company's publications, electronic information pages, and the information dissemination means of the State Securities Commission (SSC) and the Stock Exchange (SE) (in case of listed companies).

Article 17. Disclosure of Information on Public Offering of Enterprise Bonds and Progress in Using Raised Capital

1. An enterprise bond issuer that issues bonds to the public must comply with the information disclosure regulations as prescribed by laws on public offering of enterprise bonds.

2. In case a company publicly offers bonds to raise capital for an investment project, it must report to the SSC and SE (in case of listed companies) and disclose information on the progress of using raised capital on its company’s publications, electronic information pages, and the information dissemination means of the SSC and SE (in case of listed companies), six (06) months after the end of the offering period. If there is a change in the purpose of using capital, the bond issuer must disclose information on the reasons and the Resolution/Decision of the Board of Directors/General Shareholders' Meeting/Board of Members regarding the change prior to such change. The bond issuer must continue reporting and disclosing information until all raised capital from the public offering of bonds has been disbursed.

Chapter IV

DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES AND FUNDS MANAGEMENT COMPANIES

Article 18. Periodic Disclosure

1. Public funds management companies and securities companies must conduct periodic disclosures in accordance with Article 7 or Article 10 of this Circular.

2. Other funds management companies must periodically disclose information on the Annual Financial Report as stipulated in Clause 1 of Article 7 of this Circular.

3. Securities companies must periodically disclose information on the audited available capital ratio in June (06) and December (12) along with the time of disclosing the Semi-annual Financial Report and the Annual Financial Report.

The audited available capital ratio report must be fully disclosed on the securities company's electronic information page and on the information dissemination means of the SSC and SE, and must be stored in writing and electronically for at least ten (10) years at the company's headquarters for investors to refer to.

Article 19. Unusual Information Disclosure

1. Securities companies and fund management companies must disclose unusual information within twenty-four (24) hours from the occurrence of (or upon receipt of the approval document of the State Securities Commission regarding the event) any of the following events:

1.1. There is a decision to initiate prosecution, judgment, or decision of the Court against members of the Board of Directors, General Director, Deputy General Director, Director, Deputy Director, Chief Financial Officer, Chief Accountant, Head of Finance and Accounting Department, Member of the Supervisory Board of the company; the person managing a securities investment fund; there is a decision to initiate prosecution, judgment, or decision of the Court related to the company's activities; there is a conclusion of the tax authority regarding the company's violation of tax laws;

1.2. The company's account at the bank is frozen or allowed to resume operations after being frozen;

1.3. Suspension of business; partial or complete suspension of the company's activities;

1.4. Decision of the competent authority to suspend operations, revoke the establishment and operation license;

1.5. The Shareholders' Meeting or Board of Members or Owner of the company approves a merger contract with another company; Decision to consolidate, divide, split, joint venture, convert, dissolve the company;

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

1.7. The company has changes in members of the Board of Directors or Board of Members, Chairman, Director or General Director, Deputy Director or Deputy General Director, Chief Financial Officer, Chief Accountant; decision to appoint or dismiss the person managing a securities investment fund;

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

a) Change of head of branch office or representative office;

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

c) Transactions that change ownership of shares or capital contribution of ten percent (10%) or more of the subscribed capital;

d) Decision to increase or decrease the subscribed capital;

đ) Decision to change the company name; change the main office location, representative office, branch office, transaction room location;

e) Decision to supplement, apply, stop, or reduce one or several types of business and securities services;

g) Decision to establish or close subsidiary, branch office, representative office, transaction room within the country or abroad;

h) The Director, Deputy Director or General Director, Deputy General Director of the securities company, the person managing a public fund, securities investment company have their securities practice certificate revoked.

2. Securities companies and fund management companies must disclose information about the events specified in Clause 1 of this Article on the publications, electronic information pages of the securities company, fund management company, and on the information disclosure means of the State Securities Commission, Stock Exchange (in case of listed securities companies, listed fund management companies). When disclosing unusual information, securities companies and fund management companies must clearly state the event occurred, cause, plan, and remedial measures (if any).

3. Fund management companies are responsible for disclosing information in cases where the securities investment fund, securities investment company, and investor's entrusted securities investment portfolio managed by them are major shareholders or insiders as stipulated in Article 26 and Article 28 of this Circular.

Article 20. Disclosure of Information upon Request

1. Securities companies and fund management companies must disclose information within twenty-four (24) hours from the time they receive a request from the Securities Commission (in cases where the securities company or fund management company is listed) when there is information related to the company that significantly affects the legitimate interests of investors.

2. Securities companies and fund management companies must disclose information according to the request of the Securities Commission through the publications, websites of the securities companies and fund management companies, and through public media and the disclosure means of the Securities Commission (in cases where the securities company or fund management company is listed). The disclosed information must clearly state the event requested for disclosure by the Securities Commission; the cause, degree of authenticity of the event, and measures to address it (if any).

Article 21. Other Disclosures by Securities Companies

Securities companies must disclose information at their headquarters, branches, and on their website regarding changes in the headquarters and branch addresses, transaction methods, order placement, margin trading conditions, payment times, transaction fees, services provided, and the list of securities professionals employed by the company. When conducting margin trading, securities companies must notify the service provision conditions including margin requirements, loan interest rates, loan terms, and the method for executing additional margin call orders.

Chapter V

DISCLOSURE OF INFORMATION ON MUTUAL FUNDS AND SECURITIES INVESTMENT COMPANIES

Article 22. Periodic Disclosure of Information on Mutual Funds

1. Fund management companies must disclose periodic information about the audited annual financial report of mutual funds by an approved auditing firm no later than ten (10) days from the date the approved auditing organization signs off on the audit report. The deadline for disclosing the annual financial report of mutual funds shall not exceed ninety (90) days from the end of the fiscal year. Specific contents are as follows:

1.1. The content of the disclosure of the annual financial report of mutual funds in accordance with current laws on accounting systems applicable to securities investment funds;

1.2. Fund management companies must fully disclose the audited annual financial report of mutual funds on the disclosure means of the Securities Commission, and publish the audit opinion on the annual financial report of mutual funds in one (01) national circulation newspaper along with the website address for the full annual financial report of mutual funds, audit report, or the address for obtaining the annual financial report of mutual funds and the audit report for investors to refer to;

1.3. The annual financial report of mutual funds must be stored in written form and electronic data for at least ten (10) years following the end of the fiscal year at the headquarters of the fund management company for investors to refer to.

2. Fund management companies must periodically disclose information on mutual funds, specifically as follows:

2.1. Fund management companies must disclose reports on changes in net asset value of mutual funds and securities investment companies periodically in accordance with regulations on the establishment and management of securities investment funds issued by the Ministry of Finance in publications, websites of the fund management companies, and the disclosure means of the Securities Commission (for closed-end securities investment funds and securities investment companies);

2.2. Fund management companies must disclose reports on the operation and investment results, asset status of mutual funds and securities investment companies periodically in accordance with regulations on the establishment and management of securities investment funds issued by the Ministry of Finance in publications, websites of the fund management companies, and the disclosure means of the Securities Commission (for closed-end securities investment funds and securities investment companies);

2.3. The deadlines for disclosures as stipulated in points 2.1 and 2.2 of this clause are as follows:

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

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

c) Quarterly reports must be disclosed within twenty (20) days from the end of the quarter;

d) Annual reports must be disclosed within ninety (90) days from the end of the fiscal year.

Article 23. Unusual Information Disclosure about Public Funds

1. The fund management company must disclose unusual information within twenty-four (24) hours from the occurrence of any of the following events concerning public funds:

1.1. Approval of the Investor Assembly's decision;

1.2. Decision to offer fund certificates;

1.3. Issuance of the Certificate of Registration for the establishment of a public fund;

1.4. Decision to change investment capital;

1.5. Revocation of the Certificate of Offering Fund Certificates to the Public;

1.6. Suspension or cancellation of a fund certificate offering period;

1.7. Amendment or supplementation of the Charter, Prospectus;

1.8. Change of Chairman and members of the Board of Representatives, managers;

1.9. Temporary suspension of fund certificate trading; stock of publicly traded securities investment companies;

1.10. Decision to merge, consolidate, split, dissolve, liquidate investment fund assets, publicly traded securities investment companies;

1.11. Incorrect valuation of the net asset value of public funds, publicly traded securities investment companies.

2. The fund management company must disclose information on the events specified in Clause 1 of this Article on the company’s publications, electronic information pages, and the State Securities Commission (SSC), Stock Exchange (SE) disclosure means (except for open-ended public funds). When disclosing unusual information about public funds, the fund management company must clearly state the event that occurred, its cause, plan, and corrective measures (if any).

3. Disclosure of information regarding the last registration date for exercising rights by existing investors: The fund management company must report and submit all relevant legal documents relating to the expected last registration date for exercising rights by existing investors of public funds to the SSC, SE, and Trading Floor at least ten (10) working days before the expected last registration date to publish the information.

Article 24. Information Disclosure upon Request about Public Funds

1. The fund management company must disclose information within twenty-four (24) hours from receiving a request from the SSC or SE when any of the following events occur:

1.1. There is a reflection from an individual or organization to the SSC or SE related to the issuance, price of closed-end public fund certificates, or the price of stock of publicly traded securities investment companies;

1.2. There is an abnormal change in the price and volume of transactions of closed-end public fund certificates, or stock of publicly traded securities investment companies;

2. The fund management company must disclose information on closed-end public funds or publicly traded securities investment companies according to the SSC or SE's request through the company’s publications, electronic information pages, or public disclosure means, or SE disclosure means. The disclosed information must clearly state the event requested by the SSC or SE, its cause, and the degree of authenticity of the event.

Article 25. Information Disclosure about Publicly Traded Securities Investment Companies

The fund management company shall implement information disclosure for publicly traded securities investment companies as prescribed in Articles 22, 23, and 24 of this Circular.

Chapter VI

DISCLOSURE OF INFORMATION BY OTHER ENTITIES

Article 26. Information Disclosure about Transactions of Major Shareholders and Investors Holding Five Percent (5%) or More of Closed-End Public Fund Certificates

1. Organizations, individuals, or related groups holding five percent (5%) or more of the voting shares of a public company, or investors holding five percent (5%) or more of closed-end public fund certificates, or ceasing to be major shareholders/investors holding five percent (5%) or more of closed-end public fund certificates, must report their ownership to the public company/fund management company, SSC, and SE (in case of listed or registered companies) according to Appendix IV attached to this Circular within seven (07) days from becoming or ceasing to be major shareholders/investors holding five percent (5%) or more of closed-end public fund certificates.

2. Organizations, individuals, or related groups holding five percent (5%) or more of the voting shares of a public company/investors holding five percent (5%) or more of closed-end public fund certificates, if there is a change in the number of shares/fund certificates held exceeding one percent (1%) of the total number of shares/fund certificates (including cases of lending or borrowing, giving or receiving gifts, inheritance, transfer or receipt of transfer rights to purchase additional share issues... or not conducting share/fund certificate transactions), must report within seven (07) days from the date of such change according to Appendix V attached to this Circular to the public company, SSC, and SE (in case of listed or registered companies).

3. The starting/end date of holding five percent (5%) or more of the number of shares/fund certificates or the date of change in the number of shares/fund certificates held exceeding one percent (1%) as stipulated in Clauses 1 and 2 of this Article shall be calculated as follows:

3.1. In case of transactions conducted through the SE: the calculation starts from the end of the transaction settlement cycle;

3.2. In case of transactions not conducted through the SE: the calculation starts from the completion of the securities transfer at the Trading Floor;

3.3. In case of exercising rights to purchase additional share/fund certificate issues: the calculation starts from the completion of the issue offering period by the public company.

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

1. Founding shareholders holding shares subject to restricted transfer as stipulated in Clause 5, Article 84 of the Enterprise Law must notify the State Securities Commission (SSC), Stock Exchange (SE) (in case of listed or over-the-counter traded entities), Securities Depository Corporation (SDC), and public companies about the transaction at least three (03) working days before the transaction takes place, in accordance with Appendix VI attached hereto. In cases of transferring to non-founding shareholders, the transferrer must also submit the Resolution/Decision of the General Meeting of Shareholders approving such transfer.

2. Within three (03) working days from the completion of the transaction, founding shareholders conducting transactions must report to the SSC, SE (in case of listed or over-the-counter traded entities), and public companies about the results of the transaction in accordance with Appendix VII attached hereto. If the transaction cannot be executed or not fully executed as registered, founding shareholders must report the reasons to the SSC, SE (in case the public company is a listed or over-the-counter traded entity), and public companies within three (03) working days from the end date of the anticipated transaction period.

Article 28. Disclosure of Information on Transactions by Inside Shareholders and Internal Investors of Closed-ended Investment Funds, Authorized Information Disclosers, and Related Parties

1. Inside shareholders and internal investors of closed-ended investment funds, authorized information disclosers, and related parties of these entities when planning to trade shares, share purchase rights of listed or over-the-counter traded entities, or fund certificates, fund certificate purchase rights of closed-ended investment funds, including cases of transferring without going through the trading system at the SE (including giving or receiving, gifting or receiving gifts, inheriting, transferring or receiving transfers of additional issued shares/certificates/rights to purchase shares/certificates...), must report to the SSC, SE, and listed or over-the-counter traded entities, fund management companies at least three (03) working days prior to the execution of the transaction. The transaction period shall not exceed thirty (30) days from the registration date for the transaction execution and can only commence after twenty-four (24) hours from the announcement of information by the SE. The content of the report shall comply with Appendices VIII and IX attached hereto.

2. Within three (03) working days from the completion of the registered transaction, the transactor must report to the SSC, SE, and listed or over-the-counter traded entities, fund management companies about the results of the share/certificate/purchase right transactions in accordance with Appendices X and XI attached hereto.

3. In cases where the transaction cannot be executed or not fully executed as registered, within three (03) working days from the end date of the anticipated transaction period, inside shareholders and internal investors of closed-ended investment funds, authorized information disclosers, and related parties of these entities must report to the SSC, SE about the reasons for the failure to execute the transaction.

4. Inside shareholders and internal investors of closed-ended investment funds, authorized information disclosers, and related parties of these entities must conduct transactions strictly according to the time frame registered with the SSC, SE, and may not simultaneously register to buy and sell shares/purchase rights of listed or over-the-counter traded entities or certificates/purchase rights of closed-ended investment funds during the same period, and can only register subsequent transactions after reporting the conclusion of the previous transaction period.

5. In cases where an inside shareholder is also a major shareholder, they shall fulfill the disclosure obligations as prescribed for inside shareholders.

Article 29. Disclosure of information on public tender offers

The organization or individual making a public tender offer and the listed company being offered must disclose information in accordance with the Securities Law and guiding documents.

Article 30. Disclosure of information on treasury stock transactions

In cases where treasury stock transactions of listed companies are conducted, such transactions must be disclosed in accordance with the Securities Law and guiding documents.

Chapter VII

DISCLOSURE OF INFORMATION BY THE VIETNAM SECURITIES DEPOSITORY CENTER

Article 31. Contents of information disclosure by the Vietnam Securities Depository Center

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

1.1. Information on the issuance and revocation of Membership Certificates for Depository Members and Branches of Depository Members;

1.2. Information on the issuance and adjustment of Registration Certificates for Securities;

1.3. Information on the cancellation of securities registration;

1.4. Information on the issuance, cancellation, and retention of domestic security codes and international security identification codes (ISIN codes);

1.5. Information on the issuance of trading codes for foreign investors;

1.6. Information on the exercise of rights of securities registered at the Vietnam Securities Depository Center;

1.7. Information on the transfer of ownership of founding shareholders during the restricted transfer period and special transfer cases approved by the State Securities Commission to be executed outside the stock exchange trading system;

1.8. Disclosure of information upon request of the State Securities Commission.

2. The Vietnam Securities Depository Center shall disclose the contents specified in Clause 1 of this Article on its electronic information website.

Chapter VIII

DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE

Article 32. Information on securities transactions at the Stock Exchange

1. Information during trading hours

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

1.2. Closing price of the previous day, reference price, upper limit price, lower limit price, opening/closing price of each session/day, execution price, expected price (in the case of periodic matching orders), level and symbol of price fluctuation for each type of security;

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

1.4. Bond transaction information categorized by remaining maturity periods, including: transaction maturities, yields, volumes and values of the most recent transactions, yield fluctuations of the most recent transaction compared to the previous transaction.

2. Daily periodic information during trading sessions

2.1. Status of various types of securities;

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

2.3. Stock price indices constructed by the Stock Exchange and approved by the State Securities Commission; levels and fluctuations of the index compared to the previous trading day;

2.4. Daily price fluctuation range of stocks;

2.5. Number of orders, volume of bids/offers, and corresponding value for each type of security;

2.6. Total market-wide trading volume (by matching batch; trading day);

2.7. Price, volume, and transaction value of each type of security:

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

b) Negotiated transactions (if any);

c) Foreign investor securities transactions (if any);

d) Purchase and resale transactions of listed companies' shares (if any).

2.8. Proportion of securities held by foreign investors and remaining limits for purchases for each type of security;

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

2.10. Transaction information on the ten (10) stocks with the highest market capitalization and the ten (10) stocks with the highest market value;

2.11. Information on bond transactions including bond type, interest rate, time to maturity, execution price, current yield, yield to maturity;

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

2.13. Other information required to be disclosed by the State Securities Commission.

Article 33. Information on listed organizations, trading registration organizations at the Stock Exchange; information on securities companies; fund management companies managing public closed-end funds/investment securities companies; public closed-end funds, investment securities companies

Information on listed organizations, trading registration organizations

1.1. General information on listing and trading registration activities:

a) Information on initial listing/trading registration;

b) Information on delisting/de-registration;

c) Information on changes to listing/trading registration;

d) Information on relisting/re-registration;

đ) Information on penalties imposed on listed/trading registration organizations;

e) Other information deemed necessary by the Stock Exchange.

1.2. Periodic, extraordinary, and upon request information that listed organizations, trading registration organizations must disclose through the Stock Exchange's information disclosure means.

2. Information on securities companies that are members of the Stock Exchange

2.1. General information on members:

a) Information on member admission;

b) Information on penalties for members and their trading representatives (if any);

c) Information on termination of member status;

d) Information on the brokerage market share of the ten largest members by quarter;

đ) Other information.

2.2. Periodic, extraordinary, and upon request information that securities company members must disclose through the Stock Exchange's information disclosure means.

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

3.1. General information on fund management companies:

a) Information on the number of fund management companies;

b) Information on the number of investment securities funds/investment securities companies managed by fund management companies;

c) Information on penalties imposed on fund management companies;

d) Other information.

3.2. Periodic, extraordinary, and upon request information that fund management companies must disclose through the Stock Exchange's information disclosure means.

4. Information on public closed-end funds

4.1. General information on public closed-end funds:

a) Information on the number of public closed-end funds;

b) Other information.

4.2. Periodic, extraordinary, and upon request information that public closed-end funds must disclose through the Stock Exchange's information disclosure means.

5. Information on investment securities companies

5.1. General information on investment securities companies:

a) Information on the number of investment securities companies;

b) Information on penalties imposed on investment securities companies;

c) Other information.

5.2. Periodic, extraordinary, and upon request information that investment securities companies must disclose through the Stock Exchange's information disclosure means.

6. The Stock Exchange provides information on listed organizations, trading registration organizations, public closed-end funds, and investment securities companies to securities company members.

Article 34. Information on monitoring stock market activities

1. Information on monitoring stock market activities includes:

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

1.2. Information on securities under warning/supervision or no longer under warning/supervision;

1.3. Information on transactions by major shareholders, transactions by founding shareholders during restricted transfer periods, internal shareholder transactions, persons authorized to disclose information, and related parties, public tender offers, as stipulated in Chapter VI of this Circular; Information on treasury stock transactions of listed organizations, trading registration organizations;

1.4. Information on violations of information disclosure regulations by listed organizations, trading registration organizations, securities company members, fund management companies, investment securities companies;

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

1.6. Guidelines and notifications from the Securities Commission, Stock Exchange regarding market management and supervision according to the Securities Commission and Stock Exchange regulations.

2. The Stock Exchange must disclose information as prescribed in Articles 32 and 33 of this Circular immediately after the occurrence of events or upon receipt of complete and valid reports, notifications, and information disclosure documents from listed organizations, trading registration organizations, securities company members, fund management companies, investment securities companies.

3. Quarterly, the Stock Exchange must prepare a consolidated report on compliance with information disclosure laws by listed organizations, trading registration organizations, securities company members, fund management companies, investment securities companies, and other relevant entities and submit it to the Securities Commission.

Chapter IX

IMPLEMENTATION

Article 35. Implementation

1. This Circular takes effect on June 1, 2012, and replaces Circular No. 09/2010/TT-BTC dated January 15, 2010, issued by the Ministry of Finance on information disclosure in the securities market. Provisions on information disclosure in other documents issued by the Ministry of Finance that conflict with this Circular shall be nullified and replaced by the provisions of this Circular.

2. The Securities Commission, Stock Exchange, Securities Trading Supervisory Agency, public companies, issuers (excluding cases of government-guaranteed bond issuance), securities companies, fund management companies, and related individuals and organizations are responsible for implementing this Circular./.