CIRCULAR

Guidelines on the Disclosure of Information in the Securities Market

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Implementing Decree No. 144/2003/NĐ-CP dated November 28, 2003 of the Government on securities and the securities market (Decree No. 144/2003/NĐ-CP), the Ministry of Finance issues guidelines on the Disclosure of Information in the Securities Market as follows:

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

1. Subjects of Information Disclosure

The subjects of information disclosure include: issuers, listed organizations, fund management companies, securities companies, and the Securities Trading Center (STC) or Stock Exchange (SE).

2. Requirements for Information Disclosure

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

2.2. Information disclosure by issuers, listed organizations, fund management companies, and securities companies must be carried out by the General Director (Director) or authorized personnel. The General Director (Director) shall be responsible for the content of the information disclosed by the authorized personnel.

Issuers, listed organizations, fund management companies, and securities companies must register the authorization to disclose information to the STC or SE according to Form CBTT-01 attached hereto. In case of changes in the personnel responsible for disclosing information, such changes must be notified in writing to the STC or SE at least five working days before the change takes effect.

2.3. When disclosing information, issuers, STC, or SE must simultaneously report to the State Securities Commission (SSC).

Listed organizations, securities companies, and fund management companies must simultaneously report to the SSC, STC, or SE when disclosing information.

3. Means of Information Disclosure

Information disclosure is conducted through mass media, publications of organizations and companies, and information dissemination means of the STC or SE.

Documents and reports submitted to the SSC, STC, or SE must be in written form. For quarterly and annual financial reports, annual reports, in addition to written form, issuers, listed organizations, securities companies, and fund management companies must submit accompanying storage media or files to the address specified by the SSC, STC, or SE.

4. Preservation and Storage of Information

The subjects of information disclosure must preserve and store reported and disclosed information in accordance with the provisions of the law.

II. INFORMATION DISCLOSURE BY ISSUERS AND LISTED ORGANIZATIONS

1. Regular Information Disclosure by Issuers and Listed Organizations

1.1. Issuers and listed organizations must regularly disclose information in accordance with Article 52 of Decree No. 144/2003/NĐ-CP.

1.2. Disclosure of Annual Financial Report Information is specified as follows:

1.2.1. The completion date of the annual financial report is calculated from the date the auditing organization signs off on the audit report. The latest deadline for completing the annual financial report is 90 days from the end of the fiscal year. The latest deadline for reporting and disclosing information is 10 days from the completion date of the annual financial report.

1.2.2. The content of the annual financial report disclosure includes: Balance Sheet, Income Statement, Cash Flow Statement, and Notes to the Financial Statements as prescribed by accounting laws.

1.2.3. Issuers and listed organizations must disclose the Annual Report in accordance with Form CBTT-02 attached hereto simultaneously with the annual financial report disclosure.

1.2.4. The annual financial report and Annual Report of issuers and listed organizations must be published in their publications and stored for at least two years at their headquarters for investors to refer to.

1.2.5. Issuers and listed organizations must disclose a summary of the annual financial report in accordance with Form CBTT-03 attached hereto in three consecutive issues of a central newspaper or a local newspaper where the issuer or listed organization has its main office or through the information dissemination means of the STC or SE.

1.3. Disclosure of Quarterly and Six-Month Financial Report Information:

1.3.1. The latest deadline for completing the quarterly financial report is the first 20 days of the next quarter. The latest deadline for reporting and disclosing information is five days from the completion date of the quarterly or six-month financial report. Quarterly financial reports do not require auditing. Six-month financial reports are included in the second quarter report and do not require separate preparation.

1.3.2. The content of the quarterly and six-month financial report disclosure by issuers and listed organizations includes: Balance Sheet, Income Statement.

1.3.3. The quarterly and six-month financial reports of issuers and listed organizations must be published in their publications and stored until the end of the fiscal year at their headquarters for investors to refer to.

1.3.4. Issuers and listed organizations must disclose summaries of the quarterly and six-month financial reports in accordance with Form CBTT-03 attached hereto through the information dissemination means of the STC or SE.

1.4. Disclosure of Financial Report Information in Case of Capital Contribution or Investment in Another Organization:

1.4.1. If an issuer or listed organization holds 50% or more of another organization's equity or another organization holds 50% or more of the issuer's or listed organization's equity, the content of the annual, six-month, and quarterly financial report disclosures must include one of the following reports:

- Consolidated financial statements; or

- Financial statements of the issuer or listed organization and the financial statements of the owned or invested organization; or

- Financial statements of the issuer or listed organization and the financial statements of the holding organization.

1.4.2. If the issuer or listed organization does not have a complete financial report of the owned or invested organization by the disclosure deadline, they must report to the SSC, STC, or SE the reasons for delay and the expected disclosure date.

Issuers and listed organizations must disclose the operating results of the issuer or listed organization that have been achieved and must clearly state:

"This announcement does not include the results of the business operations of the entity (specify the name of the entity that is owned, has received capital contributions, or holds shares)."

2. Issuer organizations and listed organizations announce extraordinary information.

2.1. Issuer organizations and listed organizations announce extraordinary information as prescribed in Article 53 of Decree No. 144/2003/NĐ-CP.

2.2. Significant changes related to the business operations of the company must be announced according to Point a Clause 1 Article 53 of Decree No. 144/2003/NĐ-CP, including:

2.2.1. Bank accounts being suspended from transactions, frozen; or the freeze order has been lifted and the account is allowed to resume operations;

2.2.2. Business registration certificates or operating licenses being revoked;

2.2.3. Board of Directors' decision to change accounting systems;

2.2.4. Shareholders' Meeting resolution on dividend payments; or Shareholders' Meeting/Board of Members' resolution on amending and supplementing the charter, restructuring the company, annual performance indicators and business plans;

2.2.5. Other resolutions of the Shareholders' Meeting;

2.2.6. Due debts with a value of 10% or more of the share capital or contribution capital that cannot be paid;

2.2.7. Decision to invest 10% or more of the share capital in another organization;

2.2.8. Decision to lend or invest in bonds with a value of 30% or more of the share capital or contribution capital of another organization;

2.2.9. Obtaining a patent or copyright for new technology or technical cooperation significantly affecting the company's business operations;

2.2.10. The company's business operations being suspended for over one month; being halted or resuming operations;

2.2.11. Company products sold on the market being subject to a decision to suspend sales; recalled with a value of 10% or more of the share capital;

2.2.12. Decision to open or close subsidiaries, branches, factories, representative offices of the company;

2.2.13. Decision to change the name or main office address of the company, subsidiaries, branches, factories, representative offices of the company;

2.2.14. Calling of the shareholders' meeting (location, time, agenda, conditions and participants);

2.2.15. Decision to change personnel related to the Board of Directors/Board of Members, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant, Supervisory Board.

2.3. Issuer organizations must report in writing to the Securities Commission; listed organizations must report in writing to the Securities Commission, Stock Exchange Trading Center or Stock Exchange about events prescribed in Points 2.1 and 2.2 Clause 2 Section II above within 24 hours of the event occurring and must announce those events through the information dissemination means of the Stock Exchange Trading Center or Stock Exchange.

2.4. When announcing extraordinary information, issuer organizations and listed organizations must clearly state the event, cause, plan, and corrective measures (if any).

3. Issuer organizations and listed organizations announce information upon request.

3.1. Issuer organizations and listed organizations must announce information upon request of the Securities Commission, Stock Exchange Trading Center or Stock Exchange as prescribed in Article 54 of Decree No. 144/2003/NĐ-CP.

3.2. Issuer organizations and listed organizations must announce information upon request through public information dissemination means or the information dissemination means of the Stock Exchange Trading Center or Stock Exchange. The content of the announcement must clearly state the event requested to be announced by the Securities Commission, Stock Exchange Trading Center or Stock Exchange; the cause; and the authenticity level of the event.

III. SECURITIES COMPANIES' INFORMATION DISCLOSURE

1. Securities companies disclose information to investors.

1.1. Securities companies have the responsibility to provide information about listed organizations and investment funds to investors as prescribed in Points 1.3 and 1.5 Clause 1 Section V of this Circular.

1.2. Securities companies have the responsibility to publicly disclose information as prescribed in Clause 3 Article 56 of Decree No. 144/2003/NĐ-CP to investors.

2. Securities companies disclose information about annual financial reports.

Securities companies disclose information about annual financial reports as prescribed in Clause 2 Article 56 of Decree No. 144/2003/NĐ-CP, specifically as follows:

2.1. The completion date of the annual financial report is calculated from the date the auditing organization is approved to sign off on the audit report. The latest deadline for completing the annual financial report is 90 days from the end of the fiscal year. The reporting and disclosure deadlines are no later than 10 days from the completion date of the annual financial report.

2.2. The content of the announcement regarding the securities company's annual financial report includes: Balance Sheet, Income Statement, Cash Flow Statement, Notes to Financial Statements as prescribed by accounting laws.

2.3. Securities companies must disclose information about the Annual Report implemented according to Form CBTT-02 attached to this Circular simultaneously with the disclosure of the annual financial report.

2.4. The annual financial report and the annual report of securities companies are disclosed in the company's publications and stored at the company headquarters for at least two years for investors to reference.

2.5. Securities companies disclose summarized annual financial reports according to Form CBTT-03 (Part I and Part II-B) attached to this Circular on the information dissemination means of the Stock Exchange Trading Center or Stock Exchange.

3. Securities companies disclose extraordinary information.

3.1. Securities companies disclose extraordinary information as prescribed in Clause 4 Article 56 of Decree No. 144/2003/NĐ-CP.

3.2. Significant changes in the business operations of the company must be disclosed according to Point e Clause 4 Article 56 of Decree No. 144/2003/NĐ-CP, including:

3.2.1. Entering bankruptcy; having a dissolution decision made by the competent authority;

3.2.2. Decision by the competent authority to revoke the business registration certificate, securities business license;

3.2.3. Decision to merge, consolidate, split, affiliate joint venture, convert the company;

3.2.4. Decision to amend and supplement the company charter; change the company name;

3.2.5. Decision to increase or decrease the registered capital;

3.2.6. Decision to increase, suspend, or reduce one or several types of securities business and services that have been licensed;

3.2.7. Decision to open or close branches, trading rooms, or order-receiving agents; change the location of headquarters, branches, trading rooms, or order-receiving agents;

3.2.8. The General Director (Director) or Deputy General Director (Deputy Director) of the company has had their securities business practice certificate revoked;

3.3. Securities companies must report in writing to the State Securities Commission, Stock Exchange, or Securities Trading Center about events specified in Points 3.1 and 3.2 Clause 3 Section III above within twenty-four hours from when the event occurs and must disclose information within three days on the information disclosure medium of the Stock Exchange or Securities Trading Center from the date of occurrence of such events.

3.4. When disclosing extraordinary information, securities companies must clearly state the event occurred, the cause, the plan, and measures for resolution (if applicable).

IV. INFORMATION DISCLOSURE OF FUND MANAGEMENT COMPANIES

1. Fund management companies disclose extraordinary information

1.1. Fund management companies disclose extraordinary information according to Clause 1 Article 57 Decree No. 144/2003/NĐ-CP.

1.2. Significant changes in business operations that may affect fund management must be disclosed according to Point g Clause 1 Article 57 Decree No. 144/2003/NĐ-CP, including:

1.2.1. Decision of the competent authority to suspend or revoke the business registration certificate or fund management license;

1.2.2. Decision to merge, consolidate, divide, split, joint venture capital contribution, or convert the company;

1.2.3. Decision to open or close branches, representative offices; change the location of headquarters, branches, or representative offices;

1.2.4. Decision to change the company name, increase or decrease the charter capital, amend or supplement the company's charter;

1.2.5. The General Director (Director), Deputy General Director (Deputy Director), or fund manager has had their fund management certificate revoked;

1.2.6. The company suffers losses of thirty percent or more of the value of assets due to compensation for investor losses, or due to any objective reasons.

1.3. Events that may affect the investment operation situation of listed investment funds must be disclosed according to Point i Clause 1 Article 57 Decree No. 144/2003/NĐ-CP, including:

1.3.1. Decision to change the strategy, objectives of activities and investments of the fund;

1.3.2. Decision to liquidate or dissolve the fund;

1.3.3. Decision to amend or supplement the fund's charter;

1.3.4. Decision to change the fund management company, supervisory bank of the fund;

1.3.5. Decision to increase the fund's investment capital;

1.3.6. Decision to convene the General Meeting of Investors;

1.3.7. Decision to issue fund investment certificates to the public to raise capital; register or cancel the listing of fund investment certificates;

1.3.8. Decision of the competent authority to revoke the fund issuance license;

1.3.9. Decision to suspend or cancel a round of fund issuance, distribution;

1.4. Fund management companies must report in writing to the State Securities Commission, Stock Exchange, or Securities Trading Center about events specified in Points 1.1, 1.2, and 1.3 Clause 1 Section IV above and must disclose information on the information disclosure medium of the Stock Exchange or Securities Trading Center within twenty-four hours from when the events occur.

1.5. When disclosing extraordinary information, fund management companies must clearly state the event occurred, the cause, the plan, and measures for resolution (if applicable).

2. Fund management companies disclose information upon request

2.1. Fund management companies must report and disclose information upon request of the State Securities Commission, Stock Exchange, or Securities Trading Center when:

2.1.1. There are rumors that may affect the issuance, price of fund investment certificates, and require confirmation of those rumors;

2.1.2. The price and volume of fund investment certificate transactions change abnormally;

2.1.3. There is information related to the fund management company that seriously affects investors' rights;

2.1.4. Other cases deemed necessary by the State Securities Commission, Stock Exchange, or Securities Trading Center.

2.2. Fund management companies must disclose information upon request through public information dissemination media or the information dissemination medium of the Stock Exchange or Securities Trading Center. The content of the information disclosure must clearly state the event requested by the State Securities Commission, Stock Exchange, or Securities Trading Center to be disclosed; the cause; the degree of authenticity of the event.

V. INFORMATION DISCLOSURE OF THE STOCK EXCHANGE OR SECURITIES TRADING CENTER

1. Content of information disclosure of the Stock Exchange or Securities Trading Center

1.1. Content of information disclosure of the Stock Exchange or Securities Trading Center as prescribed in Article 55 Decree No. 144/2003/NĐ-CP.

1.2. Information on securities transactions at the Stock Exchange or Securities Trading Center

1.2.1. Information during trading hours:

- Total number of securities types permitted for trading;

- Closing price of the previous day, execution price, expected price, level and symbol of price fluctuation of each type of security;

- Three best buy and sell prices of stocks and fund investment certificates accompanied by corresponding purchase and sale volumes for each price level.

1.2.2. Periodic information during trading day:

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

- Stock price index;

- Degree of stock price fluctuation on the trading day;

- Number of orders, purchase/sale volumes, corresponding values for each type of security;

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

- Price, volume, and transaction value of each type of security:

+ Matching (by each matching order batch and trading day);

+ Agreement (if any);

+ Foreign investor securities trading (if any);

+ Buy-back trading of listed companies' shares (if any);

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

- Trading of the five largest listed value stocks and the five largest market value stocks.

- Bond interest rate traded, best buy and sell interest rates, bond issuance interest rate, maturity period.

- Other information required to be disclosed according to the State Securities Commission's regulations.

1.3. Information on listed organizations

1.3.1. General information on listing activities:

- Security name, quantity, par value, issue price;

- Information on initial listing;

- Information on additional listing;

- Information on delisting;

- Information on listing changes;

- Information on relisting;

- Information on penalties imposed on listed entities;

- Other information.

1.3.2. Periodic, extraordinary, and upon request information about issuers and listed entities as prescribed in Article 52, Article 53, and Article 54 of Decree No. 144/2003/ND-CP and Clause 1, Clause 2, and Clause 3 of Section II of this Circular.

1.4. Information on securities companies that are members of the Stock Exchange or the Securities Trading Center

1.4.1. General information on members:

- Information on member admission;

- Information on penalties for members and their trading representatives;

- Information on termination of member status;

- Other information.

1.4.2. Periodic and extraordinary information on securities companies, members of the Stock Exchange or the Securities Trading Center as prescribed in Article 56 of Decree No. 144/2003/ND-CP and Clause 2 and Clause 3 of Section III of this Circular.

1.5. Information on fund management companies and investment funds

1.5.1. Information on the investment situation of investment funds with listed certificates at the Stock Exchange or the Securities Trading Center reported by the fund management company to the State Securities Commission, the Stock Exchange, or the Securities Trading Center for publication includes:

- Weekly, monthly, quarterly, and annual reports on changes in the net asset value of investment funds according to Form CBTT-04 attached to this Circular.

- Monthly, quarterly, and annual reports on the financial situation of investment funds according to Form CBTT-05 attached to this Circular.

- Monthly, quarterly, and annual reports on the investment activity results of investment funds according to Form CBTT-06 attached to this Circular.

- Monthly, quarterly, and annual reports on key indicators of investment funds according to Form CBTT-07 attached to this Circular.

- Annual reports on the operation activities of investment funds according to Form CBTT-08 attached to this Circular.

1.5.2. Extraordinary and upon request information on fund management companies as prescribed in Article 57 of Decree No. 144/2003/ND-CP and Clause 1 and Clause 2 of Section IV of this Circular.

1.6. Market supervision information

- Information on temporary suspension or resumption of trading for listed securities;

- Information on securities under control or no longer under control;

- Information on transactions by organizations, individuals, or related parties that change the holding of 5%, 10%, 15%, or 20% of the issued shares of listed entities; Information on transactions by organizations, individuals, or related parties intending to hold up to 25% of the issued shares or currently holding 25% or more of the issued shares of a listed entity; Information on public tender offers by organizations, individuals, or related parties.

- Information on stock transactions by members of the Board of Directors, Management Board, Chief Accountant, Supervisory Board, and related persons;

- Information on acquisitions of listed entities;

- Information on handling violations of laws governing market activities;

- Guidelines and announcements by the State Securities Commission, the Stock Exchange, or the Securities Trading Center regarding market supervision;

1.7. Information on registration, custody, and settlement of securities

- Information on the admission, suspension, or resumption of operations of custodians;

- Information on stolen, forged, or unauthorized securities;

- Information on the acceptance and temporary suspension of acceptance of securities for custody at the Stock Exchange or the Securities Trading Center;

- Information on registration, custody, and cancellation of registration for custody of securities.

1.8. The Stock Exchange or the Securities Trading Center must publish information about events as specified in Point 1.3, Point 1.4, Point 1.5, Point 1.6, and Point 1.7 of Clause 1 of Section V above immediately when the event occurs or immediately after receiving the report or announcement of information from the issuer, listed entity, securities company, or fund management company.

2. Means of publishing information by the Stock Exchange or the Securities Trading Center

2.1. The Stock Exchange or the Securities Trading Center provides specific guidelines for submitting files accompanying written documents for the publication of information by issuers, listed entities, securities companies, and fund management companies.

2.2. The Stock Exchange or the Securities Trading Center publishes market information through its means including: market news, website, electronic display boards at the Stock Exchange or the Securities Trading Center, terminal stations, publications of the Stock Exchange or the Securities Trading Center, and other means.

2.3. The Stock Exchange or the Securities Trading Center may use mass media to publish information.

2.4. The Stock Exchange or the Securities Trading Center provides information on listed entities, fund management companies, and investment funds to member securities companies. Member securities companies are responsible for providing information on listed entities and investment funds back to investors.

VI. TEMPORARY SUSPENSION OF INFORMATION DISCLOSURE

1. Information retained for non-disclosure

1.1. To retain information for non-disclosure, issuers, listed entities, securities companies, and fund management companies must submit a written request to the State Securities Commission for approval.

1.2. Issuers, listed entities, securities companies, and fund management companies are approved by the State Securities Commission to retain information for non-disclosure in cases where:

- The information could affect national defense and security and national interests;

- The information could reveal business secrets and harm organizations or companies;

- The information could cause misunderstanding and harm the interests of investors.

2. Temporary suspension of information disclosure

2.1. In cases where information disclosure cannot be made within the prescribed time due to force majeure, issuers, listed entities, fund management companies, and securities companies must report to the State Securities Commission, the Stock Exchange, or the Securities Trading Center and must disclose the information immediately after the force majeure has been resolved.

2.2. After receiving requests from issuers, listed entities, securities companies, and fund management companies, the State Securities Commission issues a notification approving the temporary suspension of information disclosure and specifies the time when the organizations or companies must disclose the information. The temporary suspension of information disclosure must be published by the Stock Exchange or the Securities Trading Center on their information dissemination means.

VII. IMPLEMENTATION ORGANIZATION

This Circular takes effect fifteen days after its publication in the Official Gazette. The Securities Commission of Vietnam (UBCKNN), the Stock Exchange (TTGDCK) or the Securities Depository Corporation (SGDCK), issuing organizations, listed organizations, securities companies, investment fund management companies, and related organizations and individuals shall be responsible for implementing this Circular.

2. During implementation, if there are any difficulties, it is recommended that related organizations and individuals reflect them to the Ministry of Finance for research, guidance, and resolution./.