CIRCULAR

ON DISCLOSURE OF INFORMATION ON THE SECURITIES MARKET

THE MINISTER OF FINANCE

In implementation of the Law on Securities dated 29 June 2006, the Ministry of Finance provides the following guidelines on disclosure of information on the securities market:

I. GENERAL PROVISIONS

1. Applicable entities

Entities which must disclose information comprise public companies, issuing organizations making a public offer of bonds, listing organizations, securities companies, fund management companies, securities investment companies, the Stock Exchange (SE), Securities Trading Centres (STCs), and affiliated persons.

2. Requirements when disclosing information:

2.1 A disclosure of information must be complete, accurate and prompt in accordance with law.

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2.3 A disclosure of information must be made at the same time as a report to the State Securities Commission (SSC), the SE or a STC specifically as follows:

(a) When a public company, an issuing organization making a public offer of bonds, a securities company, a securities investment company, the SE or a STC makes a disclosure of information, there must be a simultaneous report made to the SSC.

When a listing organization, a member securities company, a public securities investment company, a fund management company managing a public fund or a public securities investment company makes a disclosure of information, there must be a simultaneous report made to the SSC, and to the SE or STC.

2.4. A disclosure of information must be simultaneously made on the mass media.

2.5. The SE and STCs shall provide information to their member securities companies about listing organizations, about any fund management company managing a public fund or public securities investment company, and about public funds and public securities investment companies. Such member securities companies shall be responsible to immediately supply the above-mentioned information in a complete manner to investors.

3. People authorized to disclose information:

Public companies, issuing organizations making a public offer of bonds, listing organizations, securities companies, fund management companies and securities investment companies must register the person authorized to disclose information on standard form CBTT-01 issued with this Circular. If the authorized person is changed, then an announcement must be made five working days in advance to the SSC and to the SE or STC.

4. Methods and forms for disclosing information:

4.1 A disclosure of information shall be made in and on the following information disclosure media:

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(b) Information disclosure media of the SSC comprising annual report, electronic information site and other publication of the SSC;

(c) Information disclosure media of the SE and STCs comprising securities market newsletter, electronic information site of the SE and STCs, electronic display board at the SE and STCs, and terminal stations at the SE and STCs;

(d) Mass media.

4.2 Public companies, issuing organizations making a public offer of bonds, securities companies and fund management companies shall disclose information on the media stipulated in sub-clauses (a), (b) and (d) of clause 4.1 above.

4.3 Listing organizations, member securities companies, public securities investment companies, and fund management companies managing a public fund or public securities investment company shall disclose information on the media stipulated in sub-clauses (a), (b), (c) and (d) of clause 4.1 above.

4.4 The SE and STCs shall disclose information on the media stipulated in sub-clauses (b), (c) and (d) of clause 4.1 above.

4.5 Data and reports sent to the SSC, the SE and STCs must be in the form of written reports or electronic data in accordance with the Rules of the SSC, of the SE or of the STC.

4.6 Entities disclosing information must set up their own electronic information sites and regularly update information onto those sites in accordance with the guidelines in this Circular; and they must notify the SSC, the SE or STC and also make a public announcement of the address of their information site and any changes relating to such address.

5. Preservation and archiving of information:

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6. Dealing with offences regarding disclosure of information:

Any organization or individual breaching the provisions of the law on disclosure of information shall, depending on the nature and seriousness of the breach, be subject to a disciplinary penalty, an administrative penalty, or shall be criminally prosecuted; and if the offender causes loss and damage, the offender must pay compensation in accordance with law.

II. DISCLOSURE OF INFORMATION BY PUBLIC COMPANIES

1. Periodical disclosures of information:

A public company must make a periodical disclosure of information about its annual financial statements in accordance with clauses 1 and 2 of article 16 of the Law on Securities within ten (10) days from the date it has its audited annual financial statements, and specifically as follows:

1.1 The date of completion of annual financial statements shall be the date on which the auditor signs approval on the audit report. The time-limit for completion of annual financial statements shall be no later than ninety (90) days after the last day of the financial year.

1.2 The contents of information to be disclosed about annual financial statements comprise the accounting balance sheet, a report on results of business operation, a cash flow report and an explanation of the financial statements in accordance with the law on accounting. A public company in a specialized industry must disclose its annual financial statements on the stipulated form for financial statements issued or approved by the Ministry of Finance.

1.3 In the case where a public company is the parent company of another institution, disclosure of annual financial statements shall include the statements of the parent company as well as consolidated financial statements in accordance with the law on accounting.

1.4 When a public company discloses its annual financial statements it must also prepare and disclose its annual report on standard form CBTT-02 issued with this Circular.

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1.6 The annual financial statements and annual report of a public company must also be disclosed in the publication and on the electronic information site of such company and must be archived for at least ten (10) years at the head office of the company in order to enable investors to refer to such items.

2. Extraordinary disclosures of information:

2.1 A public company must make an extraordinary disclosure of information in accordance with clauses 2 and 3 of article 101 of the Law on Securities, and specifically as follows:

2.1.1 A public company must make an extraordinary disclosure of information within twenty four (24) hours of the occurrence of one of the following events:

(a) An account of the company at a bank is frozen, or such account is permitted to be released after having been frozen;

(b) Temporary suspension of business;

(c) Revocation of its business registration certificate, or licence for establishment and operation, or operating licence;

(d) A resolution is passed by the general meeting of shareholders in accordance with article 104 of the Law on Enterprises;

(dd) There is a decision by the board of management to redeem shares of the company or to resell redeemed shares; or a decision about the date for implementing share purchase rights by owners of bonds which carry with them share purchase rights, or about the date for conversion of convertible bonds into shares, or a decision relating to offers stipulated in clause 2 of article 108 of the Law on Enterprises, or there are results of a separate issuing tranche by the company;

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2.1.2 A public company must make an extraordinary disclosure of information within seventy two (72) hours of the occurrence of one of the following events:

(a) There is a decision to borrow or to issue bonds with a value of thirty (30) per cent or more of the company's equity;

(b) There is a decision by the board of management on medium term developmental strategies and plans, or on the annual business plan of the company; or a decision to change the applicable accounting method;

(c) The company receives a notice from a court accepting jurisdiction of a petition to commence enterprise bankruptcy proceedings.

2.2 A public company must disclose information about the events stipulated in clause 2.1.1 and 2.1.2 above in the publication and on the electronic information site of the company and on the information disclosure media of the SSC.

2.3 When a public company makes an extraordinary disclosure of information it must specify the event which occurred and its causes, and a plan and solutions for remedying the problem (if applicable).

3. Extraordinary disclosures of information:

3.1 A public company must disclose information within twenty four (24) hours from receipt of a request from the SSC in accordance with clause 4 of article 101 of the Law on Securities, and including on the occurrence of the following events:

(a) There is information relating to the public company which seriously affects the lawful interests of investors;

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3.2 A public company must disclose information pursuant to a request in the publication and on the electronic information site of the company and on the mass media or information disclosure media of the SSC. The items disclosed must include the event which the SSC requested be announced and the causes of the event, and the level at which such event has been authenticated.

III. DISCLOSURE OF INFORMATION BY ISSUING ORGANIZATIONS MAKING A PUBLIC OFFER OF BONDS

1. Time-limit for disclosure of information:

Issuing organizations making a public offer of bonds (hereinafter referred to as bond issuers) shall make disclosures of information in accordance with this Circular for the whole period from the date of issuing the bonds up until the date of completion of payment for bonds.

2. Contents of information to be disclosed by issuing organizations making a public offer of bonds:

2.1 Periodical disclosures of information:

A bond issuer must make a periodical disclosure of information about its annual financial statements in accordance with clause 1 of section II of this Circular.

2.2 Extraordinary disclosures of information:

2.2.1 A bond issuer must disclose information about any of the events stipulated in sub-clauses (a), (b) and (c) of clauses 2.1.1 and 2.1.2 of section II of this Circular in the publication and on the electronic information site of the bond issuer and on the information disclosure media of the SSC.

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IV. DISCLOSURE OF INFORMATION BY LISTING ORGANIZATIONS

1. Periodical disclosures of information:

1.1 A listing organization must make a periodical disclosure of information about its annual financial statements in accordance with clause 1 of section II of this Circular.

1.2 A listing organization must make a periodical disclosure of information about its quarterly financial statements within five (5) days of completion of the quarterly financial statements, and specifically as follows:

1.2.1 The time-limit for completing quarterly financial statements shall be the twentieth day of the first month of the following quarter. Quarterly financial statements need not be audited.

1.2.2 The contents of information to be disclosed by a listing organization about its quarterly financial statements comprise the accounting balance sheet, a report on results of business operation, a cash flow report and an explanation of the financial statements. A listing organization in a specialized industry must disclose its quarterly financial statements on the stipulated form for financial statements issued or approved by the Ministry of Finance.

If the business operation results as between two reporting periods fluctuate from 5% or more, then the listing organization must explain the reasons leading to such unusual fluctuation in its quarterly financial statements.

1.2.3 A listing organization shall disclose its summarized quarterly financial statements on standard form CBTT-03 issued with this Circular on the information disclosure media of the SSC, the SE or STC.

1.2.4 The quarterly financial statements of a listing organization must be published in the publication and on the electronic information site of such listing organization and they must be archived for at least the next twelve (12) months at the head office of the organization in order for investors to have the opportunity to refer to such statements.

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2.1 A listing organization must disclose information within twenty four (24) hours from the time it loses assets with a value of ten (10) per cent or more of its equity or from the occurrence of one of the events stipulated in clause 2.1.1 of section II of this Circular, and within seventy two (72) hours of the occurrence of one of the events stipulated in clause 2.1.2 of section II of this Circular, in the publication and on the electronic information site of the listing organization and on the information disclosure media of the SE and STC.

2.2 When a listing organization makes an extraordinary disclosure of information it must specify the event which occurred and its causes, and a plan and solutions for remedying the problem (if applicable).

3. Disclosures of information on request:

3.1 A listing organization must disclose information within twenty four (24) hours from the time of receipt of a request from the SSC, SE or a STC in accordance with clause 3 of section II of this Circular.

3.2 A listing organization must disclose information pursuant to a request from the SSC, SE or a STC in the publication and on the electronic information site of such listing organization and on the mass media or information disclosure media of the SSC, SE or STC. The items disclosed must include the event which the SSC, SE or STC requested be announced and the causes of the event, and the level at which such event has been authenticated.

4. Disclosures of information about trading by internal shareholders:

4.1 When a member of the board of management or board of controllers, the director or general director, the deputy director or deputy general director, or the chief accountant of a listing organization or an affiliated person intends to trade shares in the listing organization (including by an assignment such as a gift or bequest outside the trading system of the SE or STC), such person must provide at least one business day's advance notice to the SSC and the SE or STC; and within three business days of completion of the transaction must provide a further notice to the listing organization, the SSC and the SE or STC about the result of the transaction including percentage shareholding after the transaction and the change in percentage shareholding on standard form CBTT-04 issued with this Circular.

4.2 If such member of the boards, director or general director, deputy director or deputy general director, chief accountant of the listing organization or affiliated person in fact does not implement the proposed transaction, such person must report the reason therefor to the SSC and the SE or STC within three business days of expiry of the period in which it was proposed to trade the shares.

V. DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES

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1.1 A securities company or fund management company must make a periodical disclosure of information about its annual financial statements in accordance with clauses 1.1, 1.2, 1.3, 1.4 and 1.6 of section II of this Circular.

1.2 A securities company shall disclose its summarized annual financial statements on standard form CBTT-05 issued with this Circular, and a fund management company shall disclose its summarized annual financial statements on standard form CBTT-06 issued with this Circular, in three consecutive editions of a central newspaper and of a local newspaper in the area where the company has its head office or on the information disclosure media of the SSC and SE or STC.

2. Extraordinary disclosures of information:

2.1 A securities company or fund management company must disclose information within twenty four (24) hours of the occurrence of one of the following events:

(a) A decision to bring legal proceedings against a member of the board of management or members council, the director or general director, the deputy director or deputy general director, or the chief accountant of the company;

(b) The general meeting of shareholders, the members council or the company owner approves a contract to merge with another company;

(c) Ten (10) per cent or more of the value of the assets of the company is lost;

(d) The company changes membership of the board of management or members council, or changes the chairman, director or general director, or deputy director or deputy general director; the company appoints or dismisses a securities investment fund operator;

(dd) There are important changes in the business operation of the company, comprising:

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- Trading changes the shareholding ownership or capital contribution ownership by ten (10) per cent or more of the paid-up charter capital;

- Temporary suspension of operation; there is a decision by an authorized body to suspend the operation or to revoke the licence for establishment and operation of the company;

- There is a decision to consolidate, divide, demerge, contribute joint venture capital, or convert the company;

- There is a decision on amendment of or addition to the charter of the company, or to change the name of the company;

- There is a decision on increase or decrease of the charter capital of the company;

- There is a decision on addition to or withdrawal of one or more licensed types of business or services;

- There is a decision on establishment or closure of a branch, representative office, transaction office or agency for receipt of orders; or a change of location of head office, branch, representative office, transaction office or agency for receipt of orders;

- The practising certificate of the director or general director, deputy director or deputy general director is revoked.

2.2 A securities company or fund management company shall disclose information about one of the events stipulated in clause 2.1. above in the publication and on the electronic information site of such company and on the information disclosure media of the SSC and SE or STC.

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3. Disclosures of information on request:

3.1 A securities company or fund management company must disclose information within twenty four (24) hours from receipt of a request from the SSC, SE or STC when there is information relating to the company which seriously affects the lawful interests of investors.

3.2 A securities company or fund management company must disclose information pursuant to a request from the SSC, SE or STC in the publication and on the electronic information site of such securities company or fund management company and on the mass media or information disclosure media of the SSC, and SE or STC. The items disclosed must include the event which the SSC, SE or a STC requested be announced and the causes of the event, and the level at which such event has been authenticated.

3.3 A securities company must disclose information pursuant to clause 3 of article 104 of the Law on Securities at its head office, at its branches and at its agencies for the receipt of orders about any changes relating to the address of the main head office, of branches and of agencies for the receipt of orders; and about matters relating to trading methods, placing orders, transaction deposits, time- limits for payment, trading fees, services which the company provides and the list of securities business practitioners of the company.

VI. DISCLOSURE OF INFORMATION BY PUBLIC FUNDS

1. Periodical disclosures of information by public funds:

1.1 A fund management company shall make a periodic disclosure of information about the annual assets report of a public fund within ten (10) days from the date such report is audited, in accordance with clause 1 of article 105 of the Law on Securities and specifically as follows:

1.1.1 The date of completion of the annual assets report of a public fund shall be the date on which the auditor signs approval on the audit report. The time-limit for completion of the annual assets report of a public fund shall be no later than ninety (90) days after the last day of the financial year.

1.1.2 The assets report of a public fund must be archived for at least ten (10) years at the head office of the fund management company in order to enable investors to refer to such report.

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1.2 A fund management company shall also make a periodic disclosure of information about a public fund as follows:

1.2.1 A fund management company shall announce changes in the net asset value of a public fund on a weekly, monthly, quarterly and annual basis on standard form CBTT-08 issued with this Circular in the publication and on the electronic information site of the fund management company and on the information disclosure media of the SSC and SE.

1.2.2 A fund management company shall announce its report on the assets of a public fund on a monthly, quarterly and annual basis on standard form CBTT-07 issued with this Circular in the publication and electronic information site of the fund management company and on the information disclosure media of the SSC and SE.

1.2.3 A fund management company shall announce its report on the status and results of investment activities of a public fund on a monthly, quarterly and annual basis on standard form CBTT-09 issued with this Circular in the publication and on the electronic information site of the fund management company and on the information disclosure media of the SSC and SE.

1.2.4 Time-limits for reporting and announcing information as stipulated in clauses 1.2.1, 1.2.2 and 1.2.3 above:

 Weekly reports must be reported and disclosed on the first working day of the following week.

 Monthly reports must be reported and disclosed within five working days after the last day of the month.

 Quarterly reports must be reported and disclosed within 25 days after the last day of the quarter.

 Annual reports must be reported and disclosed within 90 days after the last day of the year.

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2.1 A fund management company must report to the SE within twenty four (24) hours of the occurrence of one of the following events concerning a public fund, so that such organizations may disclose information in accordance with clause 2 of article 107 of the Law on Securities:

(a) There is a resolution of the general meeting of investors;

(b) There is a decision to make an offer of certificates in the public fund;

(c) The public fund is issued with a certificate of acceptance [of registration] to establish [the/a] fund;

(d) There is a decision to change the investment capital of the public fund;

(dd) Revocation of a certificate of acceptance [of registration of] a public offer of certificates in the public fund;

(e) An offer tranche of certificates in the public fund is suspended or rescinded;

(g) There is an amendment of or an addition to the charter or prospectus of the public fund.

2.2 A fund management company shall disclose information about the events stipulated in clause 2.1. above in the publication and on the electronic information site of such company and on the information disclosure media of the SE.

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3. Disclosures of information about a public fund on request:

3.1 A fund management company must disclose information within twenty four (24) hours from receipt of a request from the SSC or SE on the occurrence of one of the following events:

(a) There is a rumour which affects an offer of or the price of certificates in a public fund;

(b) There is an abnormal change in the price and volume of transactions of certificates in a public fund.

3.2 A fund management company must disclose information about a public fund pursuant to a request from the SSC or SE in the publication and on the electronic information site of such fund management company and on the mass media or information disclosure media of the SE. The items disclosed must include the event which the SSC or SE requested be announced and the causes of the event, and the level at which such event has been authenticated.

VII. DISCLOSURE OF INFORMATION BY [PUBLIC] SECURITIES INVESTMENT COMPANIES

Public securities investment companies must disclose information as stipulated in Sections IV and VI of this Circular.

VIII. DISCLOSURE OF INFORMATION BY THE STOCK EXCHANGE (SE) AND SECURITIES TRADING CENTRES (STCS)

The SE and STCs must disclose information as stipulated in article 107 of the Law on Securities and specifically as follows:

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1.1 Information during trading hours:

(a) The total number of classes of securities permitted to be traded;

(b) Closing prices of the previous day, opening and closing prices of each session [and/or] day, implementing prices, proposed prices (in the case of periodic matching of orders), and the levels and symbols of price fluctuations of each class of securities;

(c) Three levels of offering prices, best offering prices of shares and fund certificates including the volume of purchase and selling orders which were placed corresponding to such price levels.

1.2. Periodical information during trading days:

(a) Regulatory symbols applicable to securities being traded;

(b) Total number of classes of securities permitted to be traded within the day;

(c) Consolidated price indices being the Vn Index, and level and fluctuation of the Vn Index compared to the previous trading day;

(d) Level of oscillation of share prices during the trading day;

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(e) Total volume of transactions on the whole market (classified in accordance with matching order tranches, and the trading day);

(g) Prices, volume and value of trading implemented for each class of securities:

- Orders which were matched (in accordance with each order matching tranche and trading day in the case of periodical matching, and in accordance with the trading day in the case of continuous matching);

- Agreements (if any);

- Securities trading by foreign investors (if any);

- Redemptions and re-sales of shares by listing organizations (if any);

(h) Percentage of securities holdings by foreigners and the residual availability for foreigners to purchase each class of securities;

(i) Trading details of the ten shares most traded and of the ten shares with the highest price fluctuation compared with the most recent trading day;

(k) Trading details of the ten shares with the highest listed price and of the ten shares with the highest market price;

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(m) Other information which must be disclosed at the request of the SSC.

2. Information about organizations listed on the Stock Exchange or a Securities Trading Centre; and information about member securities companies, about fund management companies managing a public fund or public securities investment company, and about public funds and public securities investment companies:

2.1 Information about listing organizations:

2.1.1 General information about listing activities:

(a) Name and volume of securities and their par values;

(b) Information about initial listings;

(c) Information about additional listings;

(d) Information about de-listings;

(dd) Information about changes to listings;

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(g) Information about share splits and consolidations;

(h) Information about penalties applied to listing organizations;

(i) Other information.

2.1.2 The periodical information, extraordinary information and requested information about listing organizations pursuant to clauses 1, 2 and 3 of section IV of this Circular.

2.2 Information about securities companies being members of the SE or STC:

2.2.1 General information about members:

(a) Information about admission of members;

(b) Information about penalties applied to members and trading representatives;

(c) Information about termination of membership;

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2.2.2 The periodical information, extraordinary information and requested information about member securities companies pursuant to clauses 1, 2 and 3 of section V of this Circular.

2.3 Information about fund management companies managing a public fund or public securities investment company:

2.3.1 General information about fund management companies:

(a) The number of fund management companies;

(b) The number of public funds and public securities investment companies being managed;

(c) Information about penalties applied to fund management companies;

(d) Other information.

2.3.2 The periodical information, extraordinary information and requested information about fund management companies pursuant to clauses 1, 2 and 3 of section V of this Circular.

2.4 Information about public funds:

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(a) The number of public funds;

(b) Other information.

2.4.2 The periodical information, extraordinary information and requested information about public funds pursuant to clauses 1, 2 and 3 of section VI of this Circular.

2.5 Information about public securities investment companies:

2.5.1 General information about public securities investment companies:

(a) The number of public securities investment companies;

(b) Information about penalties applied to public securities investment companies;

(d) Other information.

2.5.2 Information pursuant to section VII of this Circular.

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3.1 Information about securities market regulatory activities shall comprise:

(a) Information about suspension of trading or permission to re-commence trading of listed securities;

(b) Information about securities subject to control or released from control;

(c) Information about trading resulting in a change in the number of shares owned by major shareholders in excess of one per cent of the number of shares of the same type currently in circulation; information about trading by any organization, individual or affiliated person intending to hold up to twenty five (25) per cent shareholding capital or who currently holds twenty five (25) per cent shareholding capital of a listing organization; information about trading being a public offer by any organization, individual or affiliated person;

(d) Information about share trading by a member of the board of management or board of controllers, the director or general director, the deputy director or deputy general director, or the chief accountant [of a listing organization] or an affiliated person;

(dd) Information about trading being acquisitions by listing organizations;

(e) Information about any breach of the law on disclosure of information by listing organizations, securities companies, fund management companies or securities investment companies;

(g) Information about penalties applied for a breach of the law on disclosure of information;

(h) Guidelines and notifications on securities market regulation from the SSC, the SE or a STC.

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IX. IMPLEMENTING PROVISIONS

1. This Circular shall be of full force and effect fifteen (15) days after the date of its publication in the Official Gazette. Entities which have not yet set up their own electronic information sites must do so immediately in order to disclose information in accordance with the guidelines in this Circular.

2. The State Securities Commission, the Stock Exchange, Securities Trading Centres, public companies, issuing organizations making a public offer of bonds, listing organizations, securities companies, fund management companies, securities investment companies and affiliated persons shall be responsible for implementation of this Circular.

FOR THE MINISTER OF FINANCE
DEPUTY MINISTER




Tran Xuan Ha