Circular No. 96/2020/TT-BTC on the disclosure of information in the securities market

CIRCULAR

Guidelines for Disclosure of Information on the Securities Market

On the basis of Securities Law on November 26, 2019;

On the basis of The Government promulgates this Decree amending and supplementing certain articles and appendices of Decree No. 58/2021/NĐ-CP dated June 10, 2021 of the Government on the operation of credit information service provision (hereinafter referred to as Decree No. 58/2021/NĐ-CP).

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

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

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

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

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

Article 2. Applicability

1. Subjects disclosing information include:

a) Public companies;

b) Organizations issuing corporate bonds to the public;

c) Organizations conducting initial public offerings of shares;

d) Organizations listing corporate bonds;

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

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

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

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

Article 3. Explanation of Terms

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

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

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

3. Investors subject to information disclosure including:

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

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

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

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

d) Shareholders, related groups purchasing to own five percent or more of the voting shares of a public company; investors or related groups purchasing to own five percent or more of the certificates of a closed-end fund;

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

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

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

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

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

8. Listed bond organization foreign-invested enterprises that have invested in constructing power facilities outside the fence. is an organization whose corporate bonds have been listed on the securities trading system.

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

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

11. Securities transaction execution date When

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

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

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

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

d) Is the date the parties propose to transfer at the issuer in cases where transactions are not conducted through the Vietnam Securities Depository and Clearing Corporation and are not conducted through the Stock Exchange.

12. Date of completion of securities transactions When

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

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

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

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

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

e) Is the date the issuer confirms the validity of the securities transfer in cases where transactions are not conducted through the Vietnam Securities Depository and Clearing Corporation and are not conducted through the Stock Exchange.

Article 4. Principles of Information Disclosure

1. Information disclosure must be complete, accurate, and timely in accordance with the law. The disclosure of personal information including: Citizen identification card, Identity card, Military identity card, Valid passport, contact address, permanent residence address, telephone number, fax number, email, securities trading account number, securities deposit account number, bank account number, foreign investor trading code, economic organizations with foreign investment holding over fifty percent of the charter capital can only be carried out if the individual agrees.

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

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

4. Information disclosure by organizations must be carried out by the legal representative or the authorized person responsible for information disclosure. Information disclosure by individuals must be carried out by themselves or delegated to another organization or individual. The implementation of information disclosure by the person responsible for information disclosure is specifically regulated in Article 6 of this Circular.

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

a) Periodic information disclosures and information on the registration of public companies must be retained in written form (if applicable) and electronic data for a minimum of ten years. Such information must be accessible on the website of the information disclosure subject for a minimum of five years.

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

1. The language of information disclosure on the securities market is Vietnamese, except as provided for in Clause 2 of this Article.

2. The Stock Exchange and the Vietnam Securities Depository and Clearing Corporation must disclose information in both Vietnamese and English.

Article 6. Persons Responsible for Disclosure of Information

1. Organizations that are subjects of information disclosure must fulfill their obligation to disclose information through one legal representative or one individual who is the authorized person responsible for information disclosure of the organization.

a) The legal representative must be responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized person responsible for information disclosure. In cases where an event requiring information disclosure occurs and all legal representatives and authorized persons responsible for information disclosure are absent, the member holding the highest position in the Management Board has the responsibility to replace them in carrying out the information disclosure. If there is more than one person holding the highest position, the remaining members of the Management Board must carry out an election or designation of one person to be responsible for information disclosure;

b) The organization must report and re-report information about the person responsible for information disclosure to the State Securities Commission and the Stock Exchange within twenty-four hours from the effective date of the appointment, authorization, or change of the person responsible for information disclosure. The content of the report about the person responsible for information disclosure includes: The information disclosure authorization letter according to the model prescribed in Appendix I attached to this Circular, the information provision form according to the model prescribed in Appendix III attached to this Circular.

2. Individual investors who are subjects of information disclosure may fulfill their obligation to disclose information themselves or authorize one organization (securities company, investment fund management company, publicly traded company, depository member, Vietnam Securities Depository and Clearing Corporation, or another organization) or one other individual to perform the obligation to disclose information as follows:

a) In the case of self-disclosure of information, for the first time disclosing information, individual investors must submit to the State Securities Commission and the Stock Exchange the Information Provision Form prescribed in Appendix III attached hereto, and shall be responsible for providing accurate, timely, and complete information when there are changes in the contents of the aforementioned Information Provision Form.

b) In the case of delegated disclosure of information, individual investors shall be responsible for the completeness, accuracy, and timeliness of the information disclosed by the authorized party. Investors shall be responsible for providing accurate, timely, and complete information about their securities ownership status and relationships with related parties (if any) to the organization or individual authorized to disclose information so that these entities can fulfill their reporting and disclosure obligations under the law.

c) Individuals must report and re-report information about the authorized party for disclosure to the State Securities Commission and the Stock Exchange within twenty-four hours from the effective date of the authorization for disclosure. The content of the report on the authorized party for disclosure includes: the Authorization for Disclosure of Information Form prescribed in Appendix II attached hereto, and the Information Provision Form prescribed in Appendix III attached hereto (in the case where the authorized party for disclosure is an individual).

3. Foreign investors and groups of foreign investors shall fulfill their reporting and disclosure obligations according to this Circular and the laws governing foreign investment activities in the Vietnamese securities market.

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

Article 7. Means of Reporting and Publishing Information

1. The means of reporting and publishing information include:

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

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

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

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

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

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

a) Public companies must establish a website when registering as a public company with the State Securities Commission. Issuers conducting initial public offerings of shares or public bond issuances must establish a website before carrying out such offerings. Securities companies, fund management companies, securities company branches, and foreign fund management companies operating in Vietnam must establish a website upon commencing operations. Listed corporate bond issuers, listed stock issuers, and organizations registered for trading must establish a website when registering for listing or trading on the Stock Exchange.

b) Organizations establishing websites must report to the State Securities Commission, the Stock Exchange, and publicly announce the website address and any changes related to it within three working days from the completion of establishing the website or when changing the website address.

c) The website must include information on business sectors and industries and all contents required to be publicly announced on the National Portal for Enterprise Registration in accordance with the Law on Enterprises and any changes related to these contents; a separate section on shareholder relations (investors), which must publish the Company Charter, the Information Disclosure Regulation, the Internal Governance Regulation (if any), the Board of Directors Operation Regulation, Supervisory Board Regulation (if any), the Prospectus (if any), periodic, extraordinary, and requested disclosures, and other activities stipulated in this Circular.

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

3. Public companies, corporate bond issuers offering bonds to the public, issuers conducting initial public offerings of shares, securities companies, fund management companies, securities company branches, and foreign fund management companies operating in Vietnam must disclose information and report on the means prescribed in points a and b of Clause 1 of this Article.

4. Listed stock issuers, listed corporate bond issuers, organizations registered for trading, member securities companies, listed public funds, and public investment securities companies must disclose information and report on the means prescribed in points a, b, and c of Clause 1 of this Article.

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

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

7. In cases where the obligation to disclose information arises on a statutory holiday or non-working day, the entities mentioned in Clause 3 and Clause 4 of this Article must disclose information on the means prescribed in point a of Clause 1 of this Article and fully comply with the legal disclosure obligations on the next working day following the holiday or non-working day.

8. In cases where the obligation to disclose information arises on a statutory holiday or non-working day for entities not covered by the provisions of Clause 7 of this Article, they must comply with the legal disclosure obligations on the next working day following the holiday or non-working day.

9. The method of reporting and disclosing information through the State Securities Commission's information disclosure system and the Stock Exchange's disclosure means shall be carried out in accordance with the guidelines of the State Securities Commission and the Stock Exchange.

10. Disclosing entities are not required to submit paper copies to report to the State Securities Commission and the Stock Exchange if the documents have been disclosed on all reporting and disclosure means prescribed in Clauses 3 and 4 of this Article and ensure compliance with the legal provisions on electronic documents.

Article 8. Temporary suspension of information disclosure

1. Disclosing entities may temporarily suspend the disclosure of information due to force majeure events such as natural disasters, fires, wars, epidemics, and other force majeure reasons. Disclosing entities must immediately report to the State Securities Commission and the Stock Exchange regarding the temporary suspension of information disclosure (specifying the reasons for the temporary suspension of information disclosure) and simultaneously disclose the temporary suspension of information disclosure.

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

Chapter II
INFORMATION DISCLOSURE OF JOINT STOCK COMPANIES

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

Within seven days from the date the Securities Commission confirms the completion of the registration of a public company in accordance with Clause 3, Article 32 of the Securities Law, the public company shall be responsible for announcing its status as a public company along with the public information report on the public company on its own website and the Securities Commission's information system.

Article 10. Periodic Information Disclosure

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

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

In the case where the public company is the parent company of another organization, the public company must publish two reports: the annual financial report of its own unit and the consolidated annual financial report in accordance with the accounting laws for enterprises;

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

In the case where the public company is the parent company of another organization and also the higher-level accounting entity with subordinate accounting units under its organizational accounting structure, the public company must publish two reports: the annual consolidated financial report and the consolidated annual financial report in accordance with the accounting laws for enterprises;

b) The public company must disclose information about the audited annual financial report including both the audit report on the financial statements and the explanatory letter of the company in cases where the auditing organization issues an opinion that is not a full acceptance of the financial statements;

c) Deadline for disclosing the annual financial statement

The public company must publish the audited annual financial report within ten days from the date the auditing organization signs the audit report but not later than ninety days from the end of the fiscal year.

2. The public company must prepare the annual report according to the model prescribed in Appendix IV issued together with this Circular and publish it within twenty days from the date of publishing the audited annual financial report but not later than one hundred and ten days from the end of the fiscal year.

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

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

a) At least twenty-one days before the opening of the General Shareholders' Meeting if the Company Charter does not stipulate a longer period, the public company must announce on its own website and the Securities Commission's website, the stock exchange (in the case of listed organizations or those registered for trading) regarding the convening of the General Shareholders' Meeting, specifying the link to all meeting documents, including: the meeting invitation notice, the agenda, voting ballots, materials used during the meeting, and draft resolutions for each item on the agenda. Meeting documents must be updated with any amendments or supplements (if any).

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

4. The public company must disclose information about the corporate governance situation report according to the model prescribed in Appendix V issued together with this Circular within thirty days from the end of the first six months and the end of the calendar year.

Article 11. Unusual Information Disclosure

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

a) Bank accounts of the company at domestic banks or foreign bank branches being frozen upon request of authorized agencies or when service providers detect fraudulent activities or violations related to payment accounts; accounts may resume operations after being frozen in cases specified herein;

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

c) Approval of a resolution by an extraordinary shareholders' meeting. Disclosed documents include: the Resolution of the Shareholders' Meeting, the minutes of the meeting, and accompanying documents, resolutions, or ballot counting minutes (in the case of written shareholder votes). If the Shareholders' Meeting approves delisting, the company must disclose information about the delisting along with the approval ratio of non-major shareholders;

d) Decision to repurchase shares of the company or sell treasury shares; the exercise date of the right to purchase shares for bondholders accompanied by share purchase rights or the conversion date of convertible bonds into shares; decisions to offer securities abroad and other decisions related to securities offerings and issuances;

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

e) Decisions regarding business restructuring (splitting, dividing, merging, consolidating, changing business form), dissolution, bankruptcy; changes in tax identification number, company name, company seal; changes in location; establishment of new or closure of headquarters, branches, factories, representative offices; issuance, amendment, supplementation of the Articles of Association; medium-term development strategies and annual business plans of the company;

g) Decisions to change the accounting period, accounting policies applied (except for changes in accounting policies due to changes in legal regulations); notification of the auditing firm that has signed an audit contract for the annual financial report or a change in the auditing firm (after signing the contract); cancellation of an already signed audit contract;

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

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

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

In the case where the company issues additional shares or converts convertible bonds or preferred stocks into common shares, starting from the date the company reports the results of the issuance or conversion to the Securities Commission in accordance with the laws on securities issuance;

In the case where the company repurchases its own shares or sells treasury shares, starting from the date the company reports the transaction results in accordance with the laws on repurchasing its own shares or selling treasury shares;

In the case where a company repurchases shares from employees according to its share issuance regulations for employees or repurchases odd-lot shares at the request of shareholders; or where a securities company purchases its own shares to correct transaction errors or repurchases odd-lot shares, the company must publish information within the first ten days of the month based on completed transactions and updated to the date of publication.

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

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

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

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

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

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

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

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

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

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

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

b) In the case of soliciting opinions from the General Meeting of Shareholders by written ballot at least 10 days before the deadline for returning ballots if the Company Charter does not specify a longer period, the listed company must publish such information on its electronic information website, and simultaneously send to all shareholders the ballots for soliciting opinions, draft resolutions of the General Meeting of Shareholders, and explanatory documents for the draft resolutions.

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

a) A listed company must publish information about the last registration date for existing shareholders to exercise their rights at least 10 days before the expected last registration date, except in the case specified in point b of this clause.

b) A listed company must publish information about the last registration date for existing shareholders to attend the General Meeting of Shareholders at least 20 days before the expected last registration date.

5. In cases where the auditing organization issues an audit opinion or review conclusion that is not a fully accepted audit opinion or review conclusion regarding the financial report or retrospectively adjusted financial report, the listed company must publish information about the audit opinion, review conclusion, and results of the retrospective adjustment of the financial report within the time limit stipulated in Clause 1 Article 10, Clause 2 and Clause 3 Article 14 of this Circular.

6. Disclosure of information in other special circumstances.

After changing the accounting period, the listed company must publish the financial report for the interim period between two accounting periods of the old and new fiscal years according to the law on enterprise accounting within 10 days from the date the auditing organization signs the audit report but not later than 90 days from the start of the new fiscal year.

Article 12. Disclosure of Information Upon Request.

1. In the following cases, the listed company must publish information within 24 hours from receiving the request of the State Securities Commission or the Stock Exchange where the company is listed or traded when one of the following events occurs:

a) Events seriously affecting the legitimate interests of investors;

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

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

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

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

Listed companies conducting private placements of securities, public offerings of securities, issuing securities, listing, and trading must fulfill the obligation to disclose information about the activities of offering, issuing, listing, trading, and reports on the use of capital according to the laws on offering and issuing securities, listing, and trading securities.

2. Disclosure of information on foreign ownership ratio.

Listed companies must publish information about the maximum foreign ownership ratio of their company and related changes on their corporate website, the Stock Exchange, the Vietnam Securities Depository and Central Counterparty Corporation, and the information disclosure system of the State Securities Commission according to the laws guiding foreign investment activities in the Vietnamese securities market.

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

In the case where a listed company repurchases its own shares or sells treasury shares, the company must comply with the legal provisions on the repurchase of its own shares and the sale of treasury shares.

In the case where a company repurchases its own shares, after completing the payment for the repurchased shares, if the total value of assets recorded in the accounting books decreases by more than 10%, the company must notify all creditors and publish information within 15 days from the completion date of the payment for the repurchase of shares.

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

Article 14. Periodic Information Disclosure

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

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

a) The semi-annual financial report must be a complete mid-year financial report according to the Accounting Standard "Mid-Year Financial Report", presenting financial data for the first six months of the fiscal year of the company, prepared according to point a clause 1 Article 10 of this Circular.

b) The semi-annual financial report must be reviewed according to the Review Standards for Financial Statements. The full text of the semi-annual financial report must be published in full, accompanied by the review conclusion and the company's explanatory document in the case where the review conclusion is not a fully accepted conclusion.

c) Deadline for disclosing the semi-annual financial report

Companies listed on the stock exchange, large-scale listed companies must publish the reviewed semi-annual financial report within five days from the date the auditing organization signs the review report but not exceeding 45 days from the end of the first six months of the fiscal year.

In the case where a company listed on the stock exchange, a large-scale listed company is the parent company of another organization or is a higher-level accounting unit with subordinate accounting units under a separate organizational structure, it must publish the reviewed semi-annual financial report within five days from the date the auditing organization signs the review report but not exceeding 60 days from the end of the first six months of the fiscal year.

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

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

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

c) Deadline for disclosing the quarterly financial report

Listed companies and large public companies must disclose their quarterly financial reports within twenty days from the end of the quarter. Listed companies and large public companies that disclose reviewed quarterly financial reports (if any) must do so within five days from the date the auditing organization signs the review report but not later than forty-five days from the end of the quarter.

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

In cases where listed companies and large public companies have already disclosed reviewed quarterly financial reports within the prescribed time limit for quarterly financial reports, they are not required to disclose quarterly financial reports.

4. When disclosing information on the financial reports mentioned in Clauses 1, 2, and 3 of this Article, listed companies 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 reporting period's operating results report changes by 10% or more compared to the same period of the previous year;

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

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

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

Article 15. Unusual Information Disclosure

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

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

a) Decision to increase or decrease registered capital;

b) Decisions to invest capital in an organization, project, borrow, lend, or other transactions with a value of ten percent or more of the total assets of the company at the most recent audited annual financial report or reviewed semi-annual financial report (based on consolidated financial statements for cases where the public company is a parent company);

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

Article 16. Information Disclosure Upon Request

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

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

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

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

1. Public companies shall fulfill the obligation to disclose information of large public companies as stipulated in this Circular from the point in time when the owner's equity contribution reaches 120 billion VND or more in the most recent audited annual financial report.

2. Within one year from the date of no longer being a large public company as stipulated in Clause 1 of Article 3 of this Circular, the company continues to fulfill the obligation to disclose information as a large public company as stipulated in this Circular.

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

Article 19. Information Disclosure of Organizations Issuing Public Enterprise Bonds

1. Issuers of corporate bonds to the public must disclose information about the issuance of corporate bonds to the public in accordance with the laws governing the issuance of corporate bonds to the public.

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

a) Regularly disclose information on the audited annual financial report by an approved auditing organization, the annual report, and the Resolution of the Annual General Meeting of Shareholders (for issuers that are joint-stock companies) from the end of the bond issuance period until the completion of bond payment as stipulated in Clauses 1, 2, and 3 of Article 10 of this Circular;

b) For cases where funds are raised to implement investment projects, the issuer must regularly disclose information on the audited report on the use of funds obtained from the issuance, and the progress report on fund usage from the end of the bond issuance period until the completion of bond payment or the disbursement of all raised funds, whichever comes first, as follows:

The issuer of publicly issued bonds must provide detailed explanations regarding the use of funds obtained from the issuance in the audited annual financial report or concurrently disclose the audited report on the use of funds obtained from the issuance along with the audited annual financial report and report at the Annual General Meeting of Shareholders or the Annual Board of Directors meeting;

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

c) Issuers of corporate bonds to the public must disclose information on the repayment of principal and interest on bonds according to the model prescribed in Appendix VI attached to this Circular within thirty days from the end of the first six months and the end of the calendar year;

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

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

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

Article 20. Disclosure of Information by Organizations Listing Corporate Bonds

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

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

3. Issuers of listed corporate bonds that do not fall under the provisions of Clauses 1 and 2 of this Article must disclose information from the date of listing of the corporate bonds until the completion of bond payment or the date of delisting of the corporate bonds, whichever comes first, as follows:

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

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

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

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

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

2. Issuers whose owner's equity contribution after completing the initial public offering of shares reaches 120 billion VND or more must disclose information in accordance with Articles 14, 15, 16, and 17 of this Circular.

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

Article 22. Periodic Disclosure

1. Securities companies, fund management companies, securities company branches, and foreign fund management companies in Vietnam must disclose regular information in accordance with Article 14 of this Circular (in cases where securities companies and fund management companies are limited liability companies, the General Shareholders' Meeting may be replaced by the Board of Members, and the Board of Directors may be replaced by the Board of Members).

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

Article 23. Extraordinary Disclosure

1. Securities companies, investment fund management companies, securities company branches, and foreign investment fund management companies operating in Vietnam shall disclose extraordinary information in accordance with Article 15 of this Circular and within twenty-four hours from the occurrence of any of the following events:

a) Upon receiving a decision from the State Securities Commission regarding administrative penalties in the securities and stock market sector against the company, branch, securities practitioners of the company or branch; the General Director (Director), Deputy General Director (Deputy Director) having their securities practice certificates temporarily revoked or permanently withdrawn;

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

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

d) Upon receiving a decision from the State Securities Commission approving the establishment, closure, name change, location change of domestic or foreign branches, trading rooms, representative offices; business activity changes at branches; establishing overseas subsidiaries; indirect investments abroad;

đ) Upon receiving a decision from the State Securities Commission approving the provision of online securities trading services; providing or cooperating with credit organizations to provide services for customers to borrow money to purchase securities or provide securities lending services; providing or cooperating with credit organizations to provide services for advance payment on the sale of securities; securities custody; securities settlement and payment; derivative securities market services;

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

g) Upon completing share transfer transactions or capital contribution transactions to become shareholders or contributors holding ten percent or more of the subscribed charter capital of non-publicly traded securities companies; transactions changing ownership of shares or contributions accounting for ten percent or more of the subscribed charter capital or transactions leading to shareholder or contributor ownership exceeding or falling below ten percent, twenty-five percent, fifty percent, or seventy-five percent of the subscribed charter capital of non-publicly traded investment fund management companies;

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

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

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

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

Article 24. Disclosure of Information upon Request

1. Securities companies, investment fund management companies, securities company branches, and foreign investment fund management companies operating in Vietnam must disclose information within twenty-four hours from receiving requests from the State Securities Commission or the Stock Exchange when there is information related to the company or branch that significantly affects investors' rights and legitimate interests.

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

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

1. Securities companies, investment fund management companies, branches, and representative offices of securities companies and foreign investment fund management companies operating in Vietnam must disclose their operational activities through the information disclosure means of the State Securities Commission and one electronic newspaper or print newspaper for at least three consecutive issues thirty days before the expected official commencement date.

2. Securities companies must disclose information at their headquarters, branches, trading rooms, and post on their corporate website regarding matters related to trading methods, order placement, margin trading, settlement times, transaction fees, provided services, and a list of the company's securities practitioners. In cases where margin trading services are provided, the securities company must notify the conditions for providing such services, including margin requirements, interest rates, loan terms, methods for implementing margin call orders, and the list of securities eligible for margin trading.

3. When executing forced sale orders of margin-traded securities or pledged securities of internal persons and related parties, securities companies must disclose this information on their corporate website. 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 disclose information as stipulated in Article 33 of this Circular.

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

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

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

b) Implement the obligation to disclose information applicable to insiders and related parties of insiders as provided for in Article 33 of this Circular when the fund management company is a related party of an insider as prescribed by law, except for swap transactions and periodic portfolio restructuring based on the benchmark index of the ETF Fund.

6. Securities investment fund management companies and foreign securities investment fund management company branches in Vietnam must fulfill the obligation to report and disclose information related to securities transactions on behalf of their clients when holding entrusted assets under the name of the client, if such clients fall within the category required to disclose information. In cases where clients hold entrusted assets under their own names, the clients shall be responsible for fulfilling the obligations to report ownership and disclose information as prescribed by law.

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

Article 26. Periodic Disclosure of Information about Public Funds

1. Periodic Disclosure of Information of Public Funds

a) Financial Report

Securities investment fund management companies must publish annual audited financial statements by an approved auditing organization, semi-annual reviewed 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 relevant funds. The deadline for publishing financial reports shall be implemented according to Clause 1, 2, and 3 of Article 14 of this Circular.

b) Investment Activity Report

Securities investment fund management companies must regularly report and publish monthly, quarterly, and annual investment activity reports of the fund in accordance with the laws guiding the operation and management of securities investment funds.

c) Net Asset Value Report

Securities investment fund management companies must regularly publish weekly reports on changes in net asset value of public funds and disclose the net asset value of the fund on the next working day following the valuation date as prescribed by the laws guiding the operation and management of securities investment funds.

d) Summary Report of Fund Management Activities

Securities investment fund management companies must regularly publish semi-annual and annual reports summarizing the management activities of public funds in accordance with the laws guiding the operation and management of securities investment funds.

2. Securities investment fund management companies must disclose information related to Investor Meetings of public funds in accordance with the provisions applicable to Shareholders' Meetings of public companies as stipulated in Clause 3 of Article 10 of this Circular.

3. In addition to the provisions set forth in Clauses 1 and 2 of this Article, securities investment fund management companies must comply with other disclosure obligations of securities investment funds as prescribed by the laws guiding the operation and management of securities investment funds.

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

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

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

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

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

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

Article 27. Unusual Disclosure of Information about Public Funds

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

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

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

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

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

đ) Amendment of the Charter, Prospectus;

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

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

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

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

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

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

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

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

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

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

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

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

1. Financial Reports

Securities investment fund management companies must publish annually audited financial statements by an approved auditing organization, semi-annually reviewed financial statements, and quarterly financial reports of public securities investment companies as stipulated in Article 14 of this Circular.

2. Investment Activity Reports

Securities investment fund management companies must regularly publish monthly, quarterly, and annual investment activity reports of public securities investment companies in accordance with the laws guiding the operation and management of public securities investment companies.

3. Net Asset Value Change Reports

Securities investment fund management companies must regularly publish weekly reports on changes in net asset value of public securities investment companies in accordance with the laws guiding the operation and management of public securities investment companies.

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

Securities investment fund management companies must regularly publish semi-annual and annual reports summarizing the management activities of public securities investment companies in accordance with the laws guiding the operation and management of public securities investment companies.

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

6. Except for the financial reports as prescribed in Clause 1 of this Article, the deadlines for regular information disclosures of public securities investment companies shall be implemented according to Clause 4 of Article 26 of this Circular.

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

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

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

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

c) Amendment to Articles of Association, Prospectus;

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

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

e) Decision to increase or decrease the registered capital;

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

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

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

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

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

2. Securities investment fund management companies must disclose information regarding extraordinary general meetings of shareholders or resolutions passed through shareholder voting by written ballot of public securities investment companies as stipulated in Clause 3 of Article 11 of this Circular.

3. Securities investment fund management companies must disclose other extraordinary information about public securities investment companies as prescribed by the laws guiding the operation and management of securities investment funds.

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

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

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

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

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

2. Securities investment fund management companies must disclose information at the request of the State Securities Commission, Stock Exchange where the securities investment fund certificates are listed, specifying the event requested to be disclosed by the State Securities Commission, Stock Exchange, the cause, and the degree of authenticity of the event.

Chapter VII
DISCLOSURE OF INFORMATION BY OTHER ENTITIES

Article 31. Disclosure of information by major shareholders, related groups holding five percent or more of the voting shares of public companies, securities investment public companies; investors, related groups holding five percent or more of fund certificates of closed-end funds; foreign investor groups holding five percent or more of the voting shares of one issuer or five percent or more of fund certificates of closed-end funds.

1. Organizations and individuals who become or cease to be major shareholders of public companies, securities investment public companies must disclose information and report transactions to public companies, securities investment fund management companies, the State Securities Commission, and stock exchanges (for listed or registered shares) within five working days from the date of becoming or ceasing to be major shareholders, according to the form prescribed in Appendix VII issued together with this Circular.

2. Major shareholders of public companies, securities investment public companies when there is a change in the number of shares held through thresholds of one percent of the voting shares must disclose information and report to public companies, securities investment fund management companies, the State Securities Commission, and stock exchanges (for listed or registered shares) within five working days from the date of such change, according to the form prescribed in Appendix VIII issued together with this Circular.

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

3. The starting and ending points for becoming a major shareholder or the point of change in shareholding ratio through thresholds of one percent as stipulated in Clause 1 and Clause 2 of this Article shall be calculated from the date of completion of the securities transaction as provided for in Clause 12 of Article 3 of this Circular.

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

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

6. Public companies, securities investment fund management companies must publish on their corporate electronic websites within three working days after receiving reports related to changes in shareholding ratios or fund certificate holdings of the entities specified in this Article.

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

1. At least three working days before the transaction is carried out, founding shareholders holding restricted transfer shares under the law on enterprises must submit a report to the State Securities Commission, the Stock Exchange (for listed or registered shares), Vietnam Securities Depository and Central Depository Corporation, public companies, and securities investment fund management companies regarding the implementation of the transaction according to the form prescribed in Appendix XI issued together with this Circular. In cases of transferring to non-founding shareholders, the transferrer must additionally submit the resolution of the Shareholders' Meeting approving the aforementioned transfer.

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

3. Within three working days after receiving reports related to changes in the shareholding ratio of founding shareholders as stipulated in this Article, public companies, securities investment fund management companies must publish on their corporate electronic websites.

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

1. The internal person of a public company, a publicly traded securities investment company, or a public fund (hereinafter referred to collectively as the internal person) and the related person of these entities (hereinafter referred to collectively as the related person) must disclose information and report before and after conducting transactions to the State Securities Commission, the Stock Exchange (for listed shares, registered trading shares, listed public fund certificates), the public company, and the securities investment fund management company when the expected transaction value on a given day reaches VND 50 million or more, or the expected transaction value within each month reaches VND 200 million or more based on par value (for shares, convertible bonds, public fund certificates) or according to the most recent issue price (for guaranteed warrants) or the transfer value (for share purchase rights, convertible bond purchase rights, public fund certificate purchase rights), including cases of transfers not through the trading system at the Stock Exchange (such as transactions for or received for, gifts or received gifts, inheritance, transfers or receipt of transfers of securities and other cases), specifically as follows:

b) The period for implementing the transaction shall not exceed thirty days from the date of registering to implement the transaction. The internal person and the related person must conduct the transaction according to the time, volume, and value announced by the Stock Exchange and may only execute the first transaction on the trading day immediately following the announcement of information from the Stock Exchange;

c) In the case of purchasing transactions during share issuance tranches, public fund certificates, or tender offers, the entity subject to disclosure obligations under this Article is exempted from the obligation stipulated in point b of this clause and must comply with the legal provisions regarding tender offers, issuances, and public tender offers;

d) The internal person and the related person shall not simultaneously register and trade purchases and sales of shares, share purchase rights, convertible bonds, convertible bond purchase rights, public fund certificates, public fund certificate purchase rights, or guaranteed warrants in the same registration or trading period and can only register and execute subsequent transactions after reporting the completion of the previous trading period; except in the case where the fund management company or the foreign fund management company branch in Vietnam is the related person of the internal person, executing registrations and trades of purchases and sales of securities for ETF funds or client-directed investments, provided that each client trustee does not simultaneously register and trade purchases and sales in the same registration period;

e) Within five working days from the completion of the transaction (in the case where the transaction ends before the registration deadline) or the end of the expected transaction period, the internal person and the related person must disclose information about the transaction results and explain the reasons for not completing the transaction or not completing the entire registered volume (if applicable) according to the form prescribed in Appendix XV or Appendix XVI issued along with this Circular;

f) If the internal person and the related person are required to report and disclose information under this clause and also required to report and disclose information under Article 31 of this Circular, they only need to fulfill the disclosure obligation applicable to the internal person and the related person;

2. If the internal person and the related person are not required to report and disclose information under Clause 1 of this Article but are required to report and disclose information under Article 31 of this Circular, they must fulfill the reporting and disclosure obligations under Article 31 of this Circular;

3. The disclosure obligation provisions set forth in points a, b, and d of Clause 1 of this Article do not apply in the case where a securities company sells off pledged shares of a customer who is an internal person of a public company, a publicly traded securities investment company, or a public fund, or a related person of these entities;

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

5. When a securities company is a related person of an internal person of a listed company, registered trading company, or listed public fund, upon performing corrections to listed share transactions, registered trading share transactions, or listed public fund certificate transactions, the company must report to the State Securities Commission, the Stock Exchange, the listed company, registered trading company, or the securities investment fund management company within twenty-four hours from the completion of the correction transaction;

6. In the case where the parent company, political organizations, political-social organizations (trade unions, youth associations, etc.), and other management position holders as stipulated in the Articles of Association of a public company, a publicly traded securities investment company conduct securities transactions of a public company, a publicly traded securities investment company, they must fulfill the disclosure obligations applicable to the internal person and the related person;

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

1. In swap transactions and index-referenced portfolio restructuring transactions, the exchange-traded fund is exempt from the disclosure obligations of major shareholders, internal persons, and related persons as stipulated in Articles 31 and 33 of this Circular.

2. Members establishing the fund and market makers of the exchange-traded fund are exempt from the obligation to disclose information as a major shareholder, insider, or related party under Articles 31 and 33 of this Circular when trading structured securities of the exchange-traded fund in the following cases:

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

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

3. Market makers of the exchange-traded fund are exempt from the obligation to disclose pre-trade information for insiders and related parties as stipulated in point a, Clause 1, Article 33 of this Circular when executing market-making transactions for exchange-traded fund certificates according to the order code issued by the stock exchange.

4. Within five working days from the completion date of the swap transaction, investors or fund establishment members who are insiders of listed organizations and related parties of these entities must fulfill the obligation to disclose information as prescribed in point đ, Clause 1, Article 33 of this Circular.

5. Within five working days from the completion date of the swap transaction, investors or fund establishment members who are major shareholders of listed organizations must fulfill the obligation to disclose information as prescribed in Article 31 of this Circular.

6. Within three working days after receiving reports related to swap transactions of insiders, related parties of insiders, and major shareholders of listed organizations as stipulated in Clauses 4 and 5 of this Article, the listed organization must publish such information on its corporate website.

Article 35. Disclosure of Information about Public Tender Offers

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

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

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

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

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

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

c) Reserving domestic security codes;

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

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

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

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

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

i) Incidents of force majeure affecting the settlement system;

k) Information on the maximum foreign ownership ratio at public companies, listed organizations, and organizations registered for trading; information on the number of shares that foreign investors are still permitted to purchase at public companies, listed organizations, and organizations registered for trading;

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

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

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

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

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

a) Number of domestic and foreign investor trading accounts;

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

c) Management and utilization of the settlement reserve fund;

d) Management and utilization of the payment support fund.

5. Within seven working days from the record date of shareholders of public companies, the Vietnam Securities Depository must report to the State Securities Commission and simultaneously send the stock exchange information regarding the company no longer meeting the conditions of being a public company as stipulated in point a, Clause 1, Article 32 of the Securities Law.

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

7. The Vietnam Securities Depository has the obligation to disclose other information as prescribed by business laws and regulations on the management and use of state capital invested in production and business operations.

Chapter IX
DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE

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

1. Information during trading hours

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

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

c) Three best bid and ask prices of each type of security along with the corresponding volumes placed for purchase and sale at those prices;

d) Transaction information of bonds classified by remaining maturity period, including: Trading periods, yield, volume and value of the most recent transaction, change in yield of the most recent transaction compared to the previous transaction;

đ) Foreign investor's securities transactions.

2. End-of-day trading information

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

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

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

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

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

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

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

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

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

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

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

i) Transaction information (price, trading volume, trading weight relative to the entire market, degree, price change ratio, trading volume) of the ten stocks with the largest trading volume and the ten stocks with the largest price fluctuation compared to the most recent trading day;

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

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

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

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

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

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

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

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

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

1. Information on listed organizations, trading registration organizations

a) General information on listing and trading activities:

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

- Information on delisting and trading registration cancellation;

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

- Information on relisting and re-registration for trading;

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

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

- Information on securities subject to restricted trading;

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

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

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

a) General information on members:

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

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

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

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

- Other information.

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

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

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

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

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

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

- Other information.

b) Information related to listed funds, public securities companies that the securities investment fund management company discloses through the information disclosure means of the Stock Exchange.

4. The Stock Exchange must disclose information in accordance with Clause 1 and 2 of Article 37 and Clause 1, 2, and 3 of this Article within twenty-four hours from the occurrence of the event or after receiving complete and valid reports, notifications, and information disclosure documents from listed organizations, trading registration organizations, member securities companies, securities investment fund management companies, public securities companies, and relevant organizations and individuals.

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

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

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

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

c) Information on transactions of major shareholders, transactions of founding shareholders during restricted transfer periods, internal person transactions and transactions of related persons of internal persons, tender offer transactions, repurchase of own shares, sale of treasury shares by listed organizations, trading registration organizations;

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

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

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

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

2. The Stock Exchange must disclose information in accordance with Clause 1 of this Article within twenty-four hours from the occurrence of the event or after receiving complete and valid reports, notifications, and information disclosure documents from listed organizations, trading registration organizations, member securities companies, and relevant organizations and individuals.

3. Information on the activities of the Securities Trading Exchange

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

4. The Stock Exchange has the obligation to disclose other information in accordance with laws on enterprises and laws on state capital management and utilization for production and business operations in enterprises.

Chapter X
IMPLEMENTING PROVISIONS

Article 40. Provisions on Implementation

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

2. Financial statements and annual reports for the 2020 fiscal year shall be prepared in accordance with Circular No. 155/2015/TT-BTC dated October 6, 2015 of the Minister of Finance guiding information disclosure on the securities market.

Article 41. Implementation Organization

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