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THE
MINISTRY OF FINANCE
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.
09/2010/TT-BTC
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Hanoi,
January 15, 2010
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CIRCULAR
GUIDING INFORMATION DISCLOSURE ON THE SECURITIES MARKET
THE MINISTRY OF FINANCE
Pursuant to June 29, 2006 Law
No. 70/2006/ QH11 on Securities;
Pursuant to the Government's Decree No. 118/2008/ND-CP of November 27, 2008,
defining the functions, tasks, powers and organizational structure of the
Ministry of Finance;
The Ministry of Finance guides information disclosure on the securities market
as follows:
I. GENERAL
PROVISIONS
1.
Information disclosers
Information disclosers include
public companies, issuing institutions making public offers of bonds, listed
institutions, institutions having registered for securities trading, securities
companies, fund management companies, securities investment companies, stock
exchanges and concerned persons.
2.
Requirements on information disclosure
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2.2. Information disclosure must
be made by at-law representatives of companies or their authorized persons.
At-law representatives of companies shall take responsibility for information
disclosed by their authorized persons.
When there arises any
information that affects the prices of securities, the at-law representative of
the company or the person authorized to disclose information shall confirm or
correct such information within twenty four (24) hours after receiving such
information or at the request of a management agency.
2.3. Information disclosure must
be made at the same time with reporting on the disclosed information to the
State Securities Commission (SSC) and the Stock Exchange (SE), specifically:
2.3.1. Public companies and
issuing institutions making public offers of bonds, securities companies and
fund management companies shall disclose information at the same time with
reporting to the SSC.
2.3.2. Issuing institutions,
institutions having registered for securities trading, member securities
companies, public securities investment companies and fund management companies
managing public funds/public securities investment companies shall disclose
information at the same time with reporting to the SSC and SE;
2.3.3. Date of submission of a
report on information disclosure is the date of sending by post on the postal
stamp, or by facsimile or e-mail, the date of publication on a website or the
date indicated on the receipt of submitted report.
2.4. In case of changing the
disclosed information, obliged information disclosers defined in Clause 1,
Section I of this Circular shall concurrently report and explain in writing the
change to the SSC.
2.5. On a quarterly basis, the
SE shall make and send to the SSC a general repori on the observance of legal
provisions on information disclosure by listed institutions, institutions
having registered for securities trading and member securities companies.
2.6. The SE shall provide
information on listed institutions and institutions having registered for
securities trading to member securities companies, which shall promptly provide
such information in a complete manner to investors.
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Public companies, issuing
institutions making public offers of bonds, listed institutions, institutions
having registered for securities trading, securities companies, fund management
funds and securities investment companies shall register their persons
authorized to disclose information according to a set form provided in Appendix
I to this Circular (not printed herein). In case of change of .persons
authorized to disclose information, at least five (5) working days before the
change, they shall report it in writing to the SSC or SE.
4. Media and
forms of information disclosure
4.1. Information shall be
disclosed through the following media:
4.1.1. Annual reports, websites
and other publications of information disclosers;
4.1.2. Media of information
disclosure of the SSC, including its website, bulletins and other publications;
4.1.3. Media of information
disclosure of an SE, including its securities market bulletins, website and
electronic display screens;
4.1.4. Other mass media as
prescribed by law.
4.2. Documents and reports to be
addressed to the SSC and SE must be presented in writing and electronically as
guided by the SSC and SE.
4.3. Information disclosers
defined in Clause I, Section I of this Circular (except individuals) shall set
up their own websites. A website must have sections on shareholder relation and
contain the company charter, internal administration regulation, annual reports
and periodical financial statements which must be disclosed under regulations,
and matters related to the Shareholders General Meeting. Besides, websites must
be regularly updated with information which must be disclosed under this
Circular. Information disclosers shall notify the SSC and SE of the addresses
of their websites and publicize these addresses and all changes related to
these addresses.
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5.1. In case information
disclosure cannot be made within the prescribed time limit fox force majeure
reasons, information disclosers shall report such to the SSC and SE and shall
make information disclosure as soon as force majeure circumstances are over.
5.2. Postponement of information
disclosure and its reasons shall be publicized on the media of information
disclosure of the SSC, SE and institutional information disclosers.
6.
Preservation and storage of information Information disclosers shall preserve
and store reported and disclosed information under law.
7. Handling
of violations related to information disclosure
Organizations and individuals
committing acts of violation of legal provisions on information disclosure
shall, depending on the nature and severity of their violations, be
disciplined, administratively sanctioned or examined for penal liability. If
causing damage, they shall pay compensations under law.
II.
DISCLOSURE OF INFORMATION OF PUBLIC COMPANIES
1. Periodical
disclosure of information
1.1. Within 10 days after the
deadline for completing annual financial statements, a public company shall
disclose information on the annual financial statement audited by a qualified
independent audit organization as specified by the Ministry of Finance.
1.2. Periodical disclosure of
information on an annual financial statement is specified as follows:
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1.2.2. For a public company that
is the parent company of another organization, information to be disclosed on
its annual financial statement includes both the financial statement of the
parent company and the consolidated financial statement under the accounting
law.
1.2.3. An annual financial
statement shall be completed within ninety (90) days after the end of the
annual accounting period under the Accounting Law;
1.2.4. A public company shall
make and disclose its annual reports according to a set form provided in
Appendix 2 to this Circular (not printed herein) within twenty (20) days after
the time limit for completing annual financial statements;
1.2.5. A public company shall
make its annual financial statements and annual reports in Vietnamese (enclosed
with English translations, if any), disclose them on its publications and
website, and preserve them for at least ten (10) years at its head office for
reference by investors;
1.2.6. A public company shall
disclose all information on its annual financial statements specified at Point
1.1, Clause 1, Section II of this Circular on the media of information
disclosure of the SSC and SE (for listed companies), and concurrently publish
the full text of an audit report on its annual financial statement on one issue
of a nationally distributed newspaper with the address of its website on which
the whole financial statement is posted or the address where the financial
statement is provided for investor reference.
2.
Extraordinary disclosure of information
2.1. Public companies shall make
an extraordinary disclosure of information specified in Clauses 2 and 3,
Article 101 of the Securities Law, specifically:
2.1.1. A public company shall
make an extraordinary disclosure of information within twenty four (24) hours
of the occurrence of any of the following events:
a/ Its bank account is frozen or
its frozen bank account is permitted to resume;
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c/ Its business registration
certificate or establishment and operation license or operation license is
revoked;
d/ Approval of a decision by the
Shareholders General Meeting under Article 104 of the Enterprise Law;
e/ Adoption of a decision by the
Board of Directors on the redemption of the company's stocks or resale of
purchased stocks; on ihe date of exercise of the right to purchase stocks of
bond owners associated with the right to purchase stocks or the date of
conversion of convertible bonds into stocks, and decisions related to offers
under Clause 2, Article 108 of the Enterprise Law. results of private
placements of the public company;
f/ Issuance of a decision on
institution of a criminal case involving a Board of Directors member, the
director or director general, a deputy director or deputy director general or
chief accountant of the company; issuance of a court judgment or ruling related
to the company's operation, issuance of a tax office's conclusion on the
company's violation of tax laws;
g/ Adoption of a decision by the
Shareholders General Meeting or the Board of Directors on the level of
dividends to be paid;
h/ Upon change of key personnel
of the company (a member of the Board of Director. Control Board. Directorate
General or Directorate, or the chief accountant).
2.1.2. A public company shall
make an extraordinary disclosure of information within seventy two (72) hours
of any of the following events:
a/ Adoption of a decision on
borrowing loans or issuing bonds valued at thirty per cent (30%) or more of the
owner capital at the latest reporting time;
b/ Adoption of a decision by the
Board of Directors on the company's medium-term development strategy or plan
and annual business plan; a decision to change the applied accounting method;
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d/ Adoption of a decision on
establishment, acquisition, sale or dissolution of a subsidiary company or investment
in an associated company.
2.2. Public companies shall
disclose information on events specified at Points 2.1.1 and 2.1.2, Clause 2,
Section II of this Circular on their publications and websites and media of
information disclosure of the SSC and SE.
2.3. Upon extraordinary
disclosure of information, public companies shall clearly state the event that
occurred and its cause, and a plan and solutions for remedying the problem (if
any).
3. Disclosure
of information upon request
3.1. A public company shall
disclose information under Clause 4, Article 101 of the Securities Law within
twenty four (24) hours after receiving a request of the SSC upon the occurrence
of any of the following events:
3.1.1. There is information
relating to the public company which seriously affects the lawful interests of
investors;
3.1.2. There is information
relating to the public company which greatly affects the prices of securities
and needs to be confirmed.
3.2. A public company shall
disclose information upon request through its publications and website, the
mass media or the media of information disclosure of the SSC and SE. Disclosed
information must clearly state the event on which information is requested by
the SSC and SE to be disclosed; and the cause and authenticity of that event.
4. Disclosure
of information on stock trading by major shareholders
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4.2. Within seven (7) days after
conducting a transaction (including donation, inheritance, transfer or receipt
of the transferred right to purchase additionally issued stocks) or conducting
no transaction but seeing a change in the number of held stocks exceeding one
per cent (1 %) of outstanding stocks of the same type, institutions,
individuals and groups of affiliated persons that hold five per cent (5%) or
more of total voting stocks of a public company shall report such, according to
a set form provided in Appendix 4 to this Circular (nor printed herein), to the
public company, the SSC and SE (for listed institutions or institutions having
registered for trading).
4.3. Within twenty four (24)
hours after the occurrence of the first change in the number of held stocks,
making an institution, individual or group of affiliated persons no longer a
major shareholder, a report thereon shall be sent to the public company, the
SSC and SE (for listed institutions or institutions having registered for
trading) within seven (7) days after the change is completed.
5. Disclosure
of information on fund stock trading
5.1. A public company that
wishes to redeem its own stocks for use as fund stocks or to sell fund stocks
shall report such to the SSC and SE (for listed institutions or institutions
having registered for trading) according to a set form provided in Appendix 5
to this Circular (not printed herein), and concurrently disclose information on
the mass media/media of information disclosure of the SE (for listed
institutions or institutions having registered for trading) at least seven (7)
days before the projected date of conducting transaction (except for public companies
that redeem their own stocks for use as fund stocks for market stabilization
under plans approved by the SSC).
5.2. Upon completing the
redemption of its own stocks for use as fund stocks or the sale of fund stocks,
a public company shall report results of the transaction to the SSC and SE (for
listed institutions or institutions having registered for trading), according
to a set form provided in Appendix 6 to this Circular (not printed herein),
within ten (10) days of the completion of transaction, and make information
disclosure. When failing to completely redeem or sell the registered amount,
the public company shall explain the reason.
6. Disclosure
of information on stock trading by founding shareholders during the period of
transfer restriction under Clause 5, Article 84 of the Enterprise Law
6.1. Founding shareholders that
hold stocks and are restricted from stock transfer under Clause 5, Article 84
of the Enterprise Law shall send notices of trading, made according to a set
form provided in Appendix 7 to this Circular (not printed herein), to the SSC
and SE (for listed institutions and institutions having registered for trading)
and public companies at least three (3) working days before the trading date.
In case of transfer of stocks to persons other than founding shareholders,
transferors shall additionally send a resolution of the Shareholders General
Meeting approving the transfer.
6.2. Within three (3) working
days of completion of the trading, founding shareholders conducting the trading
shall send to the SSC and SE (for listed institutions and institutions having
registered for trading) and public companies reports on trading results, made
according to a set form provided in Appendix 7 to this Circular [not printed
herein). If the trading does not take place, founding shareholders shall report
the reason to the SSC and SE (for listed institutions and institutions having
registered for trading) and public companies within three (3) working days
after the projected trading time expires.
7. Disclosure
of information on public bids
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8. Disclosure
of information on securities offers and progress of the use of capital raised
from the offer
8.1. Public companies that make
public offer of securities shall comply with regulations on information
disclosure before making public offers under the legal provisions on public
offers of securities.
8.2. During the use of capital
raised from a public offer of stocks, once every six (6) months after the
completion of the offer, the public company shall report to the SSC and SE (for
listed institutions and institutions having registered for trading) and
disclose information on its publications and website and the media of
information disclosure of the SSC and SE (for listed institutions and
institutions having registered for trading) on the progress of the use of
capital raised from the offer. In case the capital use purpose changes, the
public company shall disclose information on the reason for the change and the
resolution of the Board of Directors or the Shareholders General Meeting.
III.
DISCLOSURE OF INFORMATION OF ISSUING INSTITUTIONS MAKING PUBLIC OFFERS OF BONDS
1. Time of
disclosure of information
An issuing institution making a
public offer of bonds (bond issuer) shall disclose information under this
Circular from the time of issuance of bonds to the public to the time of
completion of payment for bonds.
2.
Information to be disclosed by a bond issuer includes:
2.1. Periodical disclosure of
information
A bond issuer shall make
periodical disclosure of information on its annual financial statements under
Clause 1. Section II of this Circular.
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2.2.1. A bond issuer shall
disclose information on events specified at Items a, b and c, Point 2.1.1. and
Point 2.1.2. Clause 2, Section II of this Circular on its publications and website
and on the website of the SSC.
2.2.2. When making an
extraordinary disclosure of information, a bond issuer shall clearly state the
event that occurred and its cause, and a plan and solutions for remedying the
problem (if any).
3. Disclosure
of information on public offers of bonds and progress of the use of capital
raised from the offer
3.1. Issuing institutions that
make public offers of bonds shall comply with regulations on information
disclosure before making public offers under legal provisions on public offer
of bonds.
3.2. During the use of capital
raised from a public offer of bonds, once every six (6) months after the
completion of the offer, the issuing institution shall report to the SSC and SE
(for listed institutions) and disclose information on its publications and
website and the media of information disclosure of the SSC and SE (for listed
institutions) on the progress of the use of capital raised from the offer. In
case the capital use purpose changes, the issuing institution shall disclose
information on the reason for the change and the persons making the decision on
the change.
IV.
DISCLOSURE OF INFORMATION BY LISTED INSTITUTIONS
1. Periodical
disclosure of information
1.1. A listed institution shall
make periodical disclosures of information on its annual financial statements
under Clause 1, Section II of this Circular (and their English translations, if
any). Annual financial statements must be audited by accredited audit
organizations.
1.2. A listed institution shall
make periodical disclosures of information on its quarterly financial
statements, which are made in Vietnamese (and enclosed with an English
translation, if any), within twenty five (25) days after the end of a quarter.
For listed institutions which are parent companies and therefore required to
make consolidated financial statements, the time limit for information
disclosure is fifty (50) days after the end of a quarter, specifically:
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Explanatory notes to a quarterly
financial statement shall adequately present all contents required by law and
be made according to current accounting standards and regime. In case an
explanatory note to the financial statement refers to an annex, such annex
shall be enclosed with the note. Explanatory notes to the financial statement
shall specifically present details of trading with concerned parties according
to Accounting Standard 26 and the Circular guiding this standard. Explanatory
notes to the financial statement must have sectional reports according to
Accounting Standard 28 and the Circular guiding this standard;
1.2.2. In case its
after-enterprise income tax profit disclosed in a mid-period report on business
results fluctuates ten per cent (10%) or more against that in the report of the
previous year's same period, a listed institution shall clearly explain the
reason for the fluctuation in the quarterly financial statement;
1.2.3. In case a listed
institution has subsidiary companies, it shall submit to the SSC and SE
quarterly financial statements of the parent company and consolidated financial
statements under the accounting law;
1.2.4. Listed institutions shall
disclose the submission of quarterly financial statements through the media of
information disclosure of the SSC and SE. and concurrently provide links to the
websites on which their quarterly financial statements are posted in full text
or addresses for the provision of their quarterly financial statements for
investor reference;
1.2.5. A quarterly financial
statement of a listed institution shall be disclosed on its publications and
website and preserved for at least ten (10) subsequent years at its head office
for investor reference.
1.3. A listed institution shall
make and disclose information on its biannual financial statements (for the
first six months) already examined by an accredited audit organization
according to Audit Standard 910 (and their English translations, if any) within
forty five (45) days after the end of the second quarter every year. For listed
institutions that are parent companies and therefore required to make
consolidated financial statements, the time limit for information disclosure is
sixty (60) days after the end of the second quarter of every year.
A biannual financial statement
of a listed institution enclosed with a report on results of examination of
this statement shall be disclosed on the media of information disclosure of the
SSC and SE and its website and preserved for at least ten (10) subsequent years
at its head office for investor reference.
1.4. A listed institution shall
adequately disclose on its website all documents for an annual Shareholders
General Meeting, including the meeting invitation notice, form of the powers of
attorney to attend the meeting, meeting agenda, votes, and documents for
discussion which serve as a basis for adoption of decisions and draft
resolutions on each issue on the meeting agenda, and concurrently send notices
to shareholders at least seven (7) working days before the opening of the
Shareholders General Meeting.
2.
Extraordinary disclosure of information
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2.1.1. Loss of assets valued at
10% or more of the owner capital of a listed institution or an institution
having registered for trading;
2.1.2. Adoption of a resolution
of the Shareholders General Meeting or the Board of Directors on increase or
decrease of its charter capital; contribution of a capital portion valued at
ten per cent (10%) or more of its total assets to another institution;
contribution of capital valued at fifty (50%) or more of the total capital of
the company receiving the capital contribution;
2.1.3. Occurrence of an event
greatly affecting its production, business or administration;
2.1.4. Issuance of a decision to
close or open a subsidiary company, branch, plant or representative office;
2.1.5. Issuance of a decision to
change the name or address of its head office;
2.1.6. Its stock prices hit the
limit high or low level for five (5) consecutive trading sessions against the
common market trend or its listed stock prices hit the limit high or low level
for ten (10) consecutive trading sessions or more. In this case, it shall
disclose relevant events leading to the stock price fluctuation;
2.1.7. An extraordinary meeting
of the Shareholders General Meeting.
2.2. Listed institutions shall
disclose information within seventy two (72) hours of the occurrence of any of
the events specified at Point 2.1.2, Clause 2, Section II of this Circular.
2.3. Listed institutions shall
disclose information on the events specified at Points 2.1 and 2.2, Clause 2, Section
IV of this Circular on their publications and websites and through the media of
information disclosure of the SE.
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3. Disclosure
of information upon request
3.1. A listed institution shall
disclose information under Clause 3. Section II of this Circular within twenty
four (24) hours after receiving a request of the SSC or SE.
3.2. A listed institution shall
disclose information upon request of the SSC or SE through its publications and
website, the mass media or the media of information disclosure of the SSC or
SE. Disclosed information must clearly state the event on which information is
requested by the SSC or SE to be disclosed; and the cause and authenticity of
that event.
4. Disclosure
of information on trading by internal shareholders, persons authorized to
disclose information and major shareholders
4.1. Internal shareholders are
members of the Board of Directors or the Control Board, the director
general/director, deputy directors general/deputy directors and the chief
accountant; major shareholders of a company or persons authorized to disclose information
of a listed institution and affiliated persons of these persons as defined in
Clause 34, Article 6 of the Securities Law.
4.2. Persons defined in Clause
4.1. Section IV of this Circular that plan to trade in stocks of listed
institutions or stocks of institutions traded on the market of unlisted public
companies (UPCOM), including transfer not through the trading system at an SE
(giving as a gift, donation, inheritance, transfer or receipt of the right to
purchase additionally issued stocks (except for trading in fractional stocks at
the request of investors)) shall report such to the SSC and SE at least three
(3) working day before the trading date. The time limit for trading is two (2)
months from the registered trading date and the first trading session may be
conducted only twenty four (24) hours after the information disclosure is made
at the SE. A trading report must contain the details specified in Appendices 9
and 10 to this Circular (not printed herein).
4.3. Within three (3) working
days from the date of completion of the trading, a trading person shall report
to the SSC, SE and the listed institution on trading results, according to a
set form provided in Appendices 11 and 12 to this Circular (not printed
herein).
4.4. In case the trading cannot
be conducted, within three (3) days after the projected trading time expires,
the persons defined at Point 4.1 of this Clause shall report the reason
therefore to the SSC and SE.
5. Disclosure
of information relating to the final date of registration for the exercise of
the rights to existing shareholders
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6. Disclosure
of information relating to corporate governance
Listed institutions shall
report, on a quarterly and annual basis, to the SSC and SE on corporate
governance under the Ministry of Finance's Decision No. 12/2007/QD-BTC of March
13, 2007, promulgating the Regulation on corporate governance applicable to
institutions listed on the SE. Quarterly reports on corporate governance shall
be made according to a set form provided in Appendix 13 to this Circular and
submitted before the 30th of the first month of the subsequent quarter. Annual
reports on corporate governance shall be made and submitted under Point 1.4,
Clause 1, Section II of this Circular on annual reports.
V. DISCLOSURE
OF INFORMATION BY SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES
1. Periodical
disclosure of information
1.1. A securities company or
fund management company shall make periodical disclosures of information on
its annual financial statements, enclosed with all audit reports of an
accredited audit organization under Points 1.1, 1.2, 1.3 and 1.4, Clause 1,
Section II of this Circular.
1.2. Annual financial statements
shall be audited by accredited audit organizations and disclosed on the
websites of companies and the media of information disclosure of the SSC.
1.3. Quarterly, a securities
company shall disclose on its website and publications information on a list
and prices of unlisted securities for which it acts as a trading broker within
the first 10 days of the first month of the subsequent quarter.
2.
Extraordinary disclosure of information
2.1. A securities company or
fund management company shall make extraordinary disclosures of information
within twenty four (24) hours of the occurrence or detection of any of the
following events:
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2.1.2. Its bank account is
frozen or its frozen bank account is permitted to resume;
2.1.3. Its business operation is
suspended;
2.1.4. Its establishment and
operation license is revoked;
2.1.5. Its Shareholders General
Meeting or Members' Council or owner adopts a contract on merger with another
company;
2.1.6. It suffers a loss valued
at ten per cent (10%) or more of its assets;
2.1.7. It sees a change in the
membership of its Board of Directors or Members' Council, president, director
or director general, deputy director or deputy director general; it appoints or
dismisses an executive officer of a securities investment fund:
2.1.8. It undergoes important
changes in its business operation, including:
a/ Change of a branch or
representative office head;
b/ Revocation of the practice
certificate of the public fund's executive officer;
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d/ A transaction leading to a
change in the share ownership or capital contribution portion accounting for
ten per cent (10%) or more of its charter capital;
e/ Suspension of its operation;
termination of its operation or revocation of its establishment and operation
license as decided by a competent agency;
f/ Decision on merger, split-up,
division, contribution of joint-venture capital or transformation of the
company;
g/ Decision on revision of the
company charter; change of the company name;
h/ Decision on charter capital
increase or decrease;
i/ Decision on increase,
discontinuation or reduction of one or several securities trading types and
securities services already licensed;
j/ Decision on opening or
closing of a branch, representative office or transaction office; relocation of
the head office, a representative office, branch or transaction office;
k/ Revocation of the securities
practice license of its director, deputy director or director general or deputy
director general.
2.2. A securities company or
fund management company shall disclose information on the events specified at
Point 2.1 above on its publications and website and the media of information
disclosure of the SSC and SE.
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3. Disclosure
of information upon request
3.1. A securities company or
fund management company shall disclose information within twenty four (24)
hours after receiving a request of the SSC or SE when there is information
relating to the company that seriously affects lawful interests of investors.
3.2. A securities company or
fund management company shall disclose information upon request of the SSC or
SE through its publications and website, the mass media, or the media of
information disclosure of the SSC and SE. Disclosed information must clearly
state the event on which information is requested by the SSC or SE to be
disclosed; and the cause and authenticity of that event.
3.3. A securities company shall
disclose information at its head office and branches on changes of addresses of
its head office and branches, modes of transaction, placement of orders,
payment of trading deposits, time of payment, trading charges, provided
services and the list of its securities practitioners under Clause 3, Article
104 of the Securities Law.
VI.
DISCLOSURE OF INFORMATION ON PUBLIC FUNDS
1. Periodical
disclosure of information on public funds
1.1. Within ten (10) days after
having an annual asset statement of a public fund audited under Clause 1.
Article 105 of the Securities Law, a fund management company shall make
periodical disclosures of information on that annual asset statement,
specifically:
1.1.1. Information to be
disclosed on the annual asset statement of the public fund under current legal
provisions on the accounting regime applicable to the securities investment
fund;
1.1.2. Date of completion of the
annual asset statement of the public fund is the date when an accredited audit
organization signs an audit report. The time limit for completion of the annual
asset statement of the public fund is ninety (90) days from the end of the
annual accounting period;
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1.1.4. The fund management
company shall disclose the submission of an annual asset statement and a report
on audit of an annual asset statement of the public fund on one (1) issue of a
nationally distributed newspaper and through the media of information disclosure
of the SSC and SE. and concurrently provide the address of the website on which
the financial statement is posted in full text or the address for the provision
of financial statements for investor reference.
1.2. A fund management company
shall make periodical disclosures of information on a public fund,
specifically:
1.2.1. It shall disclose weekly,
monthly, quarterly and annual reports on a public fund's net asset value change
according to the current accounting regime on its publications and website and
the media of information disclosure of the SSC and SE:
1.2.2. It shall disclose a
public fund's monthly, quarterly and annual asset reports according to the
current accounting regime on its publications and website and the media of
information disclosure of the SSC or SE;
1.2.3. It shall disclose a
public fund's monthly, quarterly and annual reports on the investment situation
and results according to the current accounting regime on its publications and
website and the media of information disclosure of the SSC or SE;
1.2.4. The time limits for
reporting and disclosing information prescribed at Points 1.2.1, 1.2.2 and
1.2.3 of this Clause are as follows:
a/ Weekly reports must be made
and disclosed on the first working day of the subsequent week;
b/ Monthly reports must be made
and disclosed within five (5) working days from the last day of the month;
c/ Quarterly reports must be
made and disclosed within twenty five (30) days from the last day of the
quarter:
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2.
Extraordinary disclosure of information on public funds
2.1. Within twenty four (24)
hours of the occurrence of any of the following events to a public fund, a fund
management company shall report it to the SE for disclosure of information
under Clause 2. Article 107 of the Securities Law:
2.1.1. Adoption of a decision by
the Investors' General Meeting:
2.1.2. Decision to offer public
fund certificates:
2.1.3. Grant of a fund establishment
registration certificate to the public fund:
2.1.4. Decision to change the
public fund investment capital;
2.1.5. Revocation of the
certificate of public offer of public fund certificates:
2.1.6. An offer of public fund
certificates is suspended or terminated:
2.1.7. Revision of the public
fund's charter or prospectus.
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2.2. A fund management company
shall disclose information on the events specified at Point 2.1 of this Clause
on its publications and website and the media of information disclosure of the
SE.
2.3. When making extraordinary
disclosures of information on a public fund, a fund management company shall
clearly state the event that occurred and its cause, and a plan and solutions
for remedying the problem (if any).
3. Disclosure
of information on public funds upon request
3.1. A fund management company
shall disclose information within twenty four (24) hours after receiving a
request of the SSC or SE upon the occurrence of any of the following events:
3.1.1. There are rumors, to the
knowledge of the SSC or SE. about the offer or prices of public fund
certificates:
3.1.2. There arise abnormal
changes in the prices and traded quantities of public fund certificates;
3.2. A fund management company
shall disclose information on a public fund upon request of the SSC or SE
through its publications and website, the mass media or the media of
information disclosure of the SE. Disclosed information must clearly state the
event on which information is requested by the SSC or SE to be disclosed; and
the cause and authenticity of that event.
4. Disclosure
of information on the final date of registration for the exercise of rights to
existing investors
Information on the final date of
registration for the exercise of rights to existing investors of a listed
public fund shall be reported by a fund management company and enclosed with
sufficient relevant documented legal grounds to the SE and Vietnam Securities
Depository Center at least ten (10) working days before the final date of
registration for information disclosure.
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5.1. Persons related to the fund
certificate trading include founding members, members of the Representative
Board of a securities investment fund, the Board of Directors and Control Board
(if any), the Directorate General of the fund management company, the executive
officer and information disclosure staffs of a public fund, and organizations
and individuals affiliated to these persons as defined in Clause 34, Article 6
of the Securities Law.
5.2. When wishing to trade in
fund certificates or their right to purchase fund certificates, including also
transfers not through the SE's trading system (giving as gifts, donation,
inheritance, transfer or receipt of the right to purchase additionally issued
fund certificates), affiliated persons mentioned at Point 5.1 of this Clause
shall report such to the SSC and SE at least three (3) working days before the
projected trading date. The projected trading duration is two (2) months from
the registered trading date and the first trading session may be conducted only
twenty four (24) hours after the information disclosure is made at the SE.
Areport by affiliated persons shall contain details specified in Appendices 14
and 15 to this Circular (not printed herein).
5.3. Within three (3) working
days after completion of the trading, persons conducting the trading shall send
reports on trading results, made according to set forms provided in Appendices
16 and 17 to this Circular, to the SSC and SE. In case of failure to conduct
the trading, affiliated persons defined at Point 5.1 of this Clause shall
report the reason to the SSC and SE within three (3) days after the projected
trading duration expires.
VII.
DISCLOSURE OF INFORMATION BY SECURITIES INVESTMENT COMPANIES
Public securities investment
companies shall disclose information under the provisions of Sections IV and VI
of this Circular.
VIII.
DISCLOSURE OF INFORMATION BY STOCK EXCHANGKS
An SE shall disclose information
under Article 107 of the Securities Law, specifically:
1.
Information on securities trading at the SE
1.1. Information during trading
hours:
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1.1.2. The previous day's
closing prices, opening/closing prices of each session/day, executed prices,
proposed prices (in case of periodical matching of orders), levels and symbols
of price fluctuations of each type of securities;
1.1.3. Three levels of best bids
and asked prices of stocks and investment fund certificates, including the
volumes of purchasing and selling orders which were placed corresponding to
such price levels.
1.2. Periodical information
during a trading day:
1.2.1. Status of traded
securities;
1.2.2. Total number of types of
securities permitted for trading on the day;
1.2.3. Consolidated price
indices being the Vn-Index, Hnx-Index Upcom-Index; their levels and fluctuations
compared to those of the previous trading day;
1.2.4. Level of oscillation of
share prices during the trading day;
1.2.5. Number of orders, volumes
ordered to purchase/sell, and the corresponding value of each type of
securities;
1.2.6. Total traded volume on
the whole market (by order matching round and trading day);
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a/ Orders that were matched (by
order matching round and trading day for periodical matching of orders and by
trading day for continuous matching of orders);
b/ Agreements (if any);
c/ Securities trading by foreign
investors (if any);
d/ Stock redemption and re-sale
by listed institutions or institutions having registered for trading (if any).
1.2.8. Securities-holding ratios
of foreigners and remaining limits for foreigners to purchase each type of
securities;
1.2.9. Information on ten (10)
types of stocks most traded and ten (10) types of stocks with the highest price
fluctuations compared with the nearest trading day;
1.2.10. Information on trading
in ten (10) types of stocks with the highest listed value and ten (10) types of
stocks with the highest market prices;
1.2.11. Information on traded
bonds, including types of bonds, interest rates, maturity date, executed
prices, current yield and yield to maturity;
1.2.12. Outstanding volumes of
listed stocks and changes compared with those of the previous trading day;
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2.
Information on institutions listed or having registered for trading on the SEs;
information on member securities companies; fund management companies managing
public funds/ public securities investment companies; public funds, public
securities investment companies on the SEs
2.1. Information on listed
institutions and Institutions having registered for trading
2.1.1. General information on
listing and trading registration activities:
a/ Information on initial
listing or trading registration;
b/ Information on delisting or
trading deregistration;
c/ Information on listing or
trading registration change;
d/ Information on re-listing;
e/ Information on sanctions
imposed on listed institutions and institutions having registered for trading;
f/ Other information regarded to
be necessary by SEs.
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2.2. Information on securities
companies which are members of an SE
2.2.1. General information on
members:
a/ Information on member
admission;
b/ Information on sanctions
imposed on members and transaction representatives (if any);
c/ Information on termination of
membership;
d/ Other information.
2.2.2. Periodical and
extraordinary information, and information disclosed at the request of member
securities companies under Clauses 1, 2 and 3, Section V of this Circular.
2.3. Information on fund
management companies managing public funds/public securities investment
companies
2.3.1. General information on
fund management companies:
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b/ Information on the number of
securities investment funds/securities investment companies managed by fund
management companies;
c/ Information on sanctions
imposed on fund management companies;
d/ Other information.
2.3.2. Periodical and
extraordinary information, and information disclosed at the request of fund
management companies under Clauses 1, 2 and 3, Section IV of this Circular.
2.4. Information on public funds
2.4.1. General information on
public funds:
a/ Information on the number of
public funds;
b/ Other information.
2.4.2. Periodical and
extraordinary information, and information disclosed at the request of public
funds under Clauses 1,2 and 3, Section IV of this Circular.
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2.5.1. General information on
public securities investment funds:
a/ Information on the number of
public securities investment funds;
b/ Information on sanctions
imposed on public securities investment funds;
c/ Other information.
2.5.2. Information under Section
VII of this Circular.
3.
Information on supervision of the securities market
3.1. Information on supervision
of the securities market includes:
3.1.1. Information on suspension
of trading or permission for resumption of trading in listed securities;
3.1.2. Information on controlled
securities or securities no longer controlled;
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3.1.4. Information on stock
trading by members of the Boards of Directors and Control Boards, directors
general/directors, deputy directors general/deputy directors, chief accountants
and affiliated persons;
3.1.5. Explanatory information
disclosed by listed institutions or institutions having registered for trading
on the prices of their stocks which hit the limit high or low level for five
(5) consecutive trading sessions against the common market trend or prices of
listed stocks which hit the limit high or low level for ten (10) or more
consecutive trading sessions;
3.1.6. Information on violations
of information disclosure regulations committed by listed institutions,
institutions having registered for trading, securities companies, fund
management companies or securities investment companies;
3.1.7. Information on handling
of violations of the law on the operation of the securities market:
3.1.8. Instructions and
notifications of the SSC and SEs on market management and supervision.
3.2. The SEs shall disclose
information on the events specified in Clause 2 and Point 3.1, Clause 3 of
Section VIII of this Circular as soon as events occur or they receive reports
or notifications on information disclosure of listed institutions, institutions
having registered for trading, member securities companies, fund management
companies or public securities investment companies.
IX.
ORGANIZATION OF IMPLEMENTATION
1. This Circular takes effect 45
days from the date of its signing and replaces the Ministry of Finance's
Circular No. 38/2007/TT-BTC of April 18, 2007, on information disclosure on the
securities market. Provisions on information disclosure in other legal
documents issued by the Ministry of Finance which are contrary to this Circular
shall be all annulled and relevant provisions of this Circular will prevail.
2. The SSC, SEs, public
companies and issuing institutions making public offers of bonds, listed
institutions, institutions having registered for trading, securities companies,
fund management companies, securities investment companies and concerned
organizations and individuals shall implement this Circular.-
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FOR
THE MINISTER OF FINANCE
DEPUTY MINISTER
Tran Xuan Ha