Tiếng Việt| THE MINISTRY OF FINANCE | THE SOCIALIST REPUBLIC OF VIETNAM |
| No. 52/2012/TT-BTC | Hanoi, April 5, 2012 |
GUIDING THE DISCLOSURE OF INFORMATION ON SECURITIES MARKET
Pursuant to the Law on Securities No. 70/2006/QH11 of June 29, 2006;
Pursuant to the Amended and supplemented law on Securities No. 70/2006/QH11 of November 24, 2010;
Pursuant to the Law on Enterprises of November 29, 2005;
Pursuant to the Government's Decree No. 118/2008/Nd-CP of November 27, 2008 defining functions, tasks and powers and the organizational structure of the Ministry of Finance;
The Ministry of Finance guides the disclosure of information on the securities market as follows
Article 1. Subjects of information disclosure
Subjects of information disclosure includes: public companies, issuing organizations (except for bond issue guaranteed by the Government), securities companies, fund management companies, the Stock Exchange (SE), the Securities Depository Center (SDC) and relevant individuals.
Article 2. Interpretation of terms
Apart from the terms defined in the Law on Securities and the Government’s Decrees, the terms in this Circular are construed as follows:
1. Public companies mean Joint stock companies as prescribed in clause 1 Article 25 of the Law on Securities
2. Large-scale public companies mean public companies with the actual contributed charter capital being 120 billion VND or above determined under the Financial statement of the latest audited fiscal year or under the latest issue results and the quantity of shareholders must not fewer than 300 as from the date of closing the shareholder list in the SDC on December 31 every year under the list announced by of the State Securities Commission (SSC).
3. Internal shareholders mean members of the Board of Directors, the Control Board, the General Director/Director, the Deputy General Director/Deputy Director, the Financial Director, the Chief Accountant, the Accounting – Financial Department manager of the public company.
4. Internal investors of closed public funds (including closed funds, real estate investment funds) mean the investors holding the founder title, the membership of the Representative board of securities investment fund, the Board of Directors, the Control Board (if any), The Executive Board of fund management companies, the executives of the public investment funds.
5. Accredited audit organizations mean audit enterprises being accredited for auditing by the SSC under the conditions prescribed by the Ministry of Finance.
6. The outstanding voting stocks of public companies mean the company’s issued voting stocks minus the company’s fund stocks.
7. Listed organizations mean organizations that post and register the transaction with the SE.
Article 3. The requirements of information disclosure
1. The information disclosure must be sufficient, accurate and punctual as prescribed by law.
2. The information disclosure must be made by the legal representative of the company or the person authorized to disclose information. The legal representative of the company shall be responsible for the accuracy, the punctuality and the sufficiency of the information disclosed by the person authorized to disclose.
For information disclosure via the persons authorized to disclose information, the public companies, issuing organizations, securities companies, fund management companies shall register one (01) person authorized to disclose information under the Annex I promulgated together with this Circular. In case of replacing the person authorized to disclose information, it is required to be notified in writing to the SSC and SE at least five (5) days before the replacement.
For information affecting the securities prices, the legal representative of the company or the person authorized to disclose information must verify or correct such information within twenty four (24) hours as from receiving the information or receiving requests of the SSC and SE.
3. The information disclosure must be made concurrently with the report to the SSC and SE on the disclosed information contents, in particular:
3.1. Public companies, issuing organizations, securities companies, fund management companies must report to the SSC upon disclosing information;
3.2. The SE and SDC must report to the SSC on the derivative information from the SE and the SDC upon disclosing information;
3.3. Listed organizations, affiliated securities companies, fund management companies managing closed public funds and public securities investment companies must report to the SSC and SE upon disclosing information;
3.4. Fund management companies are responsible to disclose information about the activities of the public funds and the securities investment companies under their management as prescribed by relevant law provisions. For fund management companies being public companies, it is required to fulfill the information disclosure responsibility applied to public companies.
4. The date of information disclosure is the day that the information appears on the means of information disclosure; the date of reporting the information disclosure is the day of sending fax, transmitting electronic data (via email or report receiving IT system), the day the SSC and SE receives the disclosed information in writing.
5. The language of information disclosure on the Vietnam securities market must be Vietnamese. In case the law prescribes the additional information disclosure in another language, the language of information disclosure shall include Vietnamese and the other language as prescribed.
6. In case the disclosed information is changed, the subjects of information disclosure prescribed in Article 1 of this Circular must report and send written explanation to the SSC and SE (for listed organizations)
7. The subjects of information disclosure must preserve, archive the reported and disclosed information as prescribed by law.
Article 4. Means and forms of information disclosure
1. The information disclosure shall be made via the following means of information disclosure:
1.1. Annual reports, electronic information pages (websites) and other printed publications by organizations belonging to the subjects of information disclosure;
1.2. Means of information disclosure of the SCC includes: The system receiving reports and disclosing information, electronic information portals and other printed publications of the SSC;
1.3. Means of information disclosure of the SE includes: The system receiving reports and disclosing information, electronic information pages and electronic bulletin boards at the SE;
1.4. Means of information disclosure of the SDC: the electronic information pages of the SDC;
1.5. Other means of mass media as prescribed by law.
2. The documents and reports being sent to the SSC and SE shall be made in writing and electronic data using digital signatures under the guidance of the SSC and SE.
In case the SSE and SE deploy the system receiving reports and disclosing information via online portals, the forms of information disclosure of the subject of information disclosure prescribed in Article 1 of this Circular shall be made under the guidance of the SSC and SE.
3. Public companies must make electronic information pages within six (6) months as from the date of being the public company; securities companies, fund management companies must make the electronic information pages within six (6) months as from the date of being issued the permits and officially commencing the operation; organizations issuing bonds to the public must make the electronic information pages before making the public offer of bonds. The electronic information pages must contain a column particularly on the relation of shareholders (investors), in which disclosing the Company charter, The Regulation on internal administration (if any), the Prospectus (if any) and the information being disclosed periodically or on demand as prescribed in this Circular. The subjects of information disclosure must report to the SSC, SE and publicize the addresses of electronic information pages and the changes of such addresses within thee (3) working days as from the date of completing the electronic information pages or the date of changing its address.
Article 5. Delay of information disclosure
1. In case the information disclosure cannot be made punctually due to the cause of forced majeur (natural disasters, conflagrations, wars and other circumstances being approved of information disclosure delay), the subjects of information disclosure must report to the SSC and SE as soon as the occurrence of natural disasters, conflagrations, wars or before the information disclosure is due regarding other circumstances that the subjects of information disclosure request the SSC to approve of the delay and must make the information disclosure right after the force majeur is remedied.
2. The delay of information disclosure must be approved in writing by the SSC and announced on the means of information disclosure of the subjects of information disclosure and the SSC, SE, in which specifying the reasons for the information disclosure delay.
Article 6. Handling violations of information disclosure
Organizations and individuals committing acts of violations of law provisions on information disclosure, depending on the nature and the extend of the violations, shall be disciplined, administratively sanctioned or liable to criminal prosecution and must compensate for the damages as prescribed by law.
INFORMATION DISCLOSURE OF PUBLIC COMPANIES
Article 7. Periodic information disclosure
1. Annual Financial statements
Public companies must disclose the information about the audited annual Financial statements within ten (10) days as from the date of the audit report made by independent audit organizations. The time limits for disclosing information about Annual Financial statements is ninety (90) days as from the ending day to the fiscal year. In particular:
1.1. The Annual financial statement of a public company includes: The balance sheet, the Business results report, the Monetary circulation report, the Descriptive statement of the Annual Financial statements as prescribed by law provisions on accounting
The Descriptive statement of the Annual financial statement must sufficiently present the contents prescribed by law provisions on accounting. If the Descriptive statement of the Annual financial statement indexes the Annex, the Annex must be disclosed together with the Descriptive statement of the Annual financial statement. The Descriptive statement of the Annual financial statement must specify the contents of the transactions among the relevant parties as prescribed by the provision of the Vietnamese Standards on accounting. In case the Annual financial statement is made in foreign currency, the public company must simultaneously disclose the Annual financial statement in foreign currency and the Annual financial statement converted into Vietnam Dong. The exchange rates and the conversion accuracy of the Annual financial statement converted into Vietnam Dong must be verified by the audit organization that performed audited the Annual financial statement in foreign currency being converted;
1.2. For public companies being parent companies of other organizations, the information disclosure contents of the Annual financial statement shall include the Annual financial statement of the parent company and the unified Annual financial statement. For public companies being superior accounting units with affiliated accounting units, the Annual financial statement shall include the Annual financial statement of the public companies and the synthesized Annual Financial statements as prescribed by law provisions on accounting;
1.3. Public companies must disclose sufficient information about the audited Annual Financial statements on the electronic information pages of the public companies and on the means of information disclosure of the SSC, SE (for listed organizations) and post the audit opinions on Annual Financial statements on one (1) issue being published nationwide together with the address of the electronic information pages that contain all the Annual Financial statements, Audit reports and/or the address providing the Annual Financial statements and Audit reports for the investors’ reference;
1.4. Annual Financial statements and Audit reports on the Annual Financial statements must be archived in writings and electronic data in at least ten (10) following years in the head office of the company for the investors’ reference.
2. Annual reports
Public companies must make Annual reports under the Annex II promulgated together with this Circular and disclose information about the Annual reports within twenty (20) days after the disclosure of the audited Annual financial statement. The information disclosure must be made on printed publications, electronic information pages of the public companies, means of information disclosure of the SSC, SE (for listed organizations) and archived in writing and electronic data in at least ten (10) following years in the head office for the investors’ reference. The financial information in the Annual reports must be consistent with the audited Annual Financial statements.
3. Reports on the company administration
Public companies must make information disclosure as prescribed by law provisions on company administration applicable to public companies, in particular:
3.1. Biannually (06 months) and annually, public companies must disclose information about the company administration under the Annex III promulgated together with this Circular and report to the SSC and SE (for listed organizations). The time limits for reporting and disclosing the information about the company administration in six (06) months and in the year is 30 days as from the ending day of the report period;
3.2. Public companies shall make information disclosure as prescribed in point 3.1 this Article on the electronic information pages of the public companies and on the means of information disclosure of the SSC and SE (for listed organizations).
4. Shareholder General assembly meeting
4.1. Public companies must make periodic disclosure of information about the annual Shareholder General assembly’s Resolution;
4.2. Public companies must disclose all the documents of annual/irregular Shareholder General assembly meeting including: the meeting invitation notice, the form of representative appointment to attend the meeting, the meeting agenda, the voting paper, the discussion documents as the basis for ratifying the decisions and the resolution draft regarding each problems in the agenda on electronic information pages and send the meeting invitations and instruction on accessing the electronic information pages about the meeting and the documents of shareholders assembly meeting to the shareholders at least fifteen (15) days before the opening of the Shareholder General assembly meeting.
5. Disclosure of information about the securities offers and the utilization progress of the capital generated from the offers
Public companies making securities offers must comply with the provisions on information disclosure as prescribed by law provisions on securities offers.
Public companies making securities offers to the public for raising capital must biannually (06 months), as from the ending day of the offer, report to the SSC and disclose information on printed publications and electronic information pages of the public companies and on the means of information disclosure of the SSC and SE (for listed organizations) about the utilization progress of the capital generated from the offer. In case of changing the capital use purpose, public companies must disclose information about the reasons and the Decision/Resolution of the Board of Directors/Shareholder General assembly on such changes before the changes are made. Public companies must make report and disclose this information until completely disbursing the capital generated from the stock offer to the public.
Article 8. Irregular information disclosure
1. Public companies must make irregular information disclosure within twenty four (24) hours after the occurrence of the following events:
1.1. The company’s bank account is blocked of unblocked after the blockage;
1.2. Partially of completely suspending the business operation; being revoked the Business registration certificate or the Establishment and operation permit or the Operation permit;
1.3. The Resolution/Decision of the Shareholder General assembly (together with the Shareholder General assembly meeting minute or the Vote count report) on approving the decisions of the Shareholder General assembly as prescribed in Article 96 of the Law on Enterprises;
1.4. The Decisions of the Board of Directors on the repurchase of the company’s stocks or the resale of the purchased stocks; the date of exercising the rights to purchase stocks of the owner of bonds attached with the right to purchase stocks or the date of converting bonds into stocks; the decision on making securities offers to abroad and decisions relating to the offers prescribed in clause 2 Article 108 of the Law on Enterprises; midterm development plans, strategies and annual business plans of the company;
1.5. The Resolution/Decisions of the Shareholder General assembly/Board of Directors (together with the Shareholder General assembly meeting minute or the Vote count report) on the dividend rate, forms of dividend payment, common stocks issue; on the splitting, dividing, merging and unifying enterprises; on the stock splitting and grouping;
1.6. Audit reports showing opinions of exception, disapproval, refusal from the audit organization of the Financial statements; announcing the signing of the Annual financial statement audit contract; replacing the audit company (after signing the contract) or the audit company’s refusal of the Financial statements; retroactive adjustment results of the Financial statement (if any);
1.7. Replacing key personnel of the company (members of the Board of Directors, the Control Board, the Director/Deputy Director or General Director/Deputy General Director, Financial Director, Chief Accountant, Accounting and financial department manager);
1.8. Having decisions on prosecutions, judgments or decisions of the Court against members of the Board of Directors, General Director, Deputy General Director or Director, Deputy Director, Financial Director, Chief accountant, Accounting and financial department manager, members of the company’s Control Board; receiving decisions on prosecutions, judgments or decisions of the Court against the company’s operation; receiving the verdict of tax agencies against the company’s violations of tax law.
1.9. Having the Court’s notices about handling the application for conducting procedures for enterprise bankruptcy;
1.10. Issuing decisions on borrowing or issuing bonds valued at thirty percent (30%) or above of the owner capital calculated in the latest audited annual Financial statement or the latest examined Biannual Financial statement ; Decisions on issuing convertible bonds;
1.11. Receiving the changed contents relating to the Enterprise registration certificate or the Establishment and operation permit or the Operation permit;
1.12. Changing the volume of outstanding voting stocks due to additional issue; purchasing, selling fund stocks at the time the securities are officially registered at the SDC;
1.13. Occurring events that significantly affect the company’s production, business or administration.
2. Public companies must make irregular information disclosure within seventy two (72) hours after making decisions on establishing, purchasing, selling or dissolving the affiliates being investing or no longer investing in the cooperating or associating company.
3. Public companies must disclose information about the events prescribed in clause 1 and clause 2 this Article on the printed publications, electronic information pages of the public companies and on the means of information disclosure of SCC and SE (for listed organizations). The contents of information disclosure must specify the events, reasons, remedial measures and plans (if any).
4. Disclosure of information about the final day of registration to exercise the rights for existing shareholders
Public companies must sufficiently report and submit the documents being legal basis for the final day of registration to exercise the rights for existing shareholders to the SDC, SE (for listed organizations) and report to the SSC at least ten (10) working days before the scheduled final day of registration.
Article 9. Information disclosure on demand
1. Public companies must disclose information within twenty four (24) hours after being requested by the SSC and SE (for listed organizations) about the following events:
1.1. Occurrence of events that critically affect the lawful interests of investors;
1.2. Having information about the public companies that significantly affect the securities prices and needs verification.
2. Public companies must make information disclosure on demand on printed publications, electronic information pages of the public companies, means of mass media and means of information disclosure of the SSC and SE (for listed organizations). The contents of information disclosure must specify the events requested to be disclosed by the SSC and SE, their reasons and the company’s assessments of their authenticity, the remedial measures (if any).
Section 2. INFORMATION DISCLOSURE OF THE LISTED ORGANIZATIONS AND LARGE-SCALSE PUBLIC COMPANIES
Article 10. Periodic information disclosure
Listed organizations and large-scale public companies must make periodic information disclosure as prescribed in Article 7 of this Circular and the following provisions:
1. Listed organizations and large-scale public companies shall disclose information about Annual Financial statements audited by accredited audit organizations.
2. Listed organizations and large-scale public companies must make and disclose information about Biannual Financial statements (the first 06 months of the fiscal year) audited by accredited audit organizations under the Accounting Standards regarding the examination of Financial statements within five (5) working days as from the day the audit organization is accredited to sign the audit report. The time limits for making disclosure of information about examined Biannual Financial statement is forty five (45) days as from the ending day of the first six (6) months of the fiscal year. For listed organizations and large-scale public companies being parent companies of other organizations or being superior accounting units with affiliated accounting units, the time limits for making disclosure of information about examined unified Biannual Financial statements or synthesized Biannual Financial statements and Biannual Financial statements of the parent company or the superior accounting unit is sixty (60) days as from the ending day of the first six (06) months of the fiscal year.
Biannual Financial statements together with all the reports on the examination of Biannual Financial statements must be disclosed on electronic information pages of the listed organizations and large-scale public companies and on the means of information disclosure of the SSC and SE (for listed organizations) and must be archived in writing and data in at least ten (10) following years in the head office for the investors’ reference.
Audit organizations performing Biannual Financial statement examination must be accredited audit organizations being appointed to audit the Annual Financial statements of the listed organizations and large-scale public companies.
3. Listed organizations and large-scale public companies must disclose information about Quarter Financial statements within twenty (20) days after the quarter’s end. Listed organizations and large-scale public companies being parent companies or superior accounting units with affiliated accounting units must disclose information about Quarter Financial statements of the parent company and unified Financial statement or synthesized Financial statement within forty five (45) days as from the quarter’s end. In particular:
3.1. Quarter Financial statements of listed organizations and large-scale public companies shall include the statements prescribed in point 1.1 clause 1 Article 7 of this Circular;
3.2. In case the difference between the profit after enterprise income tax under the Business result report in the quarter statement of the disclosed period and that of the previous year’s same period is ten percent (10%) or above, or the business result in the quarter is negative, large-scale public companies being parent companies must provide explanation in that Quarter Financial statement. Listed organizations and large-scale public companies being parent companies must explain those reasons in the Business result report of the parent company and the unified Business result report; listed organizations and large-scale public companies being superior accounting units with affiliated accounting units must explain the reasons in the Financial statements of the listed organizations and large-scale public companies, and the synthesized Financial statement;
3.3. Listed organizations and large-scale public companies must sufficiently disclose the Quarter Financial statements on electronic information pages of the company and on the means of information disclosure of SSC, SE, and the statements must be archived in writing and electronic data in at least ten (10) following years in the head office for investors’ reference.
4. For audited Annual Financial statements and examined Biannual Financial statements containing exceptions/notes, the company must disclose information about the explanation for such exceptions/notes.
Article 11. Irregular information disclosure
1. Listed organizations and large-scale public companies must make irregular information disclosure within twenty four (24) hours as prescribed in clause 1 Article 8 of this Circular after the occurrence of the following events:
1.1. The company suffers asset loss valued at ten percent (10%) of the owner capital or above calculated in the latest audited Annual financial statement or the latest examined Biannual Financial statements;
1.2. The Decision/Resolution of the Shareholder general assembly/Board of Directors on the increase, decrease of the charter capital; the contributing capital valued at ten percent (10%) or above of the company’s total asset to another organization; contributing capital valued at fifty percent (50%) or above of total capital of the contributed company; approving the lease/borrowing contracts and other contracts valued at the same or above fifty percent (50%) of the total asset calculated in the latest audited Annual financial statement or latest examined Biannual Financial statement;
1.3. Decision/Resolution of the Shareholder general assembly/Board of Directors on the purchase and sale of assets valued at above fifteen percent (15%) of total asset of the company calculated in the latest audited Annual financial statement or latest examined Biannual Financial statement;
1.4. Decision/Resolution of the Shareholder general assembly/Board of Directors, or dispatches of competent State agencies (regarding situations requiring the competent agencies’ approval) on the opening and closing of affiliated companies, branches, factories and representative offices;
1.5. When the posted securities prices of the company (for listed organizations) hit the ceiling or the floor price in ten (10) or more consecutive sessions;
1.6. Having the explanation relating to financial figures required to be disclosed by the company as prescribed by law that are different from the financial figures in the audited Financial statement,
2. Listed organizations and large-scale public companies must make irregular information disclosure within seventy two (72) hours as prescribed in clause 2 Article 28 of this Circular after being approved or cancelled the posting in the foreign SE.
3. Listed organizations and large-scale public companies must disclose information about the events prescribed in clause 1 and clause 2 this Article on the printed publications, electronic information pages of the company and on the means of information disclosure of SSC, SE (for listed organizations). The contents of irregular information disclosure must specify the events, their reasons, remedial measures and plan (if any).
Article 12. Information disclosure on demand
Listed organizations and large-scale public companies must make information disclosure on demand as prescribed in Article of this Circular.
1. Public companies shall start to fulfill the obligation to make information disclosure of large-scale public companies as prescribed in this Circular after its name is put in the list of large-scale public companies announced by the SDC.
2. After one (01) year after not being a large-scale public company under the list announced by the SCD, large-scale public companies shall fulfill the obligation to make information disclosure similarly to that of public companies or listed organizations prescribed in this Circular.
Article 14. Information disclosure of enterprise bond listed organizations
1. Enterprise bond listed organizations being public companies shall make information disclosure as prescribed in Article 10, Article 11 and Article 12 of this Circular.
2. Enterprise bond listed organizations being non-public joint-stock companies, limited liability companies, State enterprises shall make information disclosure as follows:
2.1 Making periodic disclosure of information about Annual Financial statements and Annual reports as prescribed in clause 1, clause 2 Article 7 and clause 1 Article 10 of this Circular.
2.2. Making irregular information disclosure as prescribed in Article 11 of this Circular (in which replacing the Board of Directors with the Member assembly regarding limited liability companies);
2.3. Making information disclosure on demand as prescribed in Article 9 of this Circular.
INFORMATION DISCLOSURE OF ORGANIZATIONS ISSUING BONDS TO THE PUBLIC
Article 15. Time limits for information disclosure
Organizations issuing bonds to the public shall make information disclosure as prescribed in this Circular within the period after the bond issue until finishing bond liquidation.
Article 16. Contents of information disclosure of bond issuing organizations
1. Periodic information disclosure: organizations issuing enterprise bonds to the public must make periodic disclosure of information about Annual Financial statements, Annual reports as prescribed in clause 1, clause 2 Article 7 this Circular.
1. Irregular information disclosure: organizations issuing enterprise bonds to the public must make irregular information disclosure as prescribed in point 1.1, point 1.2, clause 1, clause 2 and clause 3 Article 8 of this Circular.
3. For optional convertible bonds, issuing organizations must send written notices to every bond holder and disclose information about the time, exchange rates, places for conversion registration at least one (01) month before the day of bond conversion on the printed publications, electronic information pages of the issuing organizations and on the means of information disclosure of the SSC and SE (for listed organizations).
1. Organizations issuing bonds to the public must comply with the provisions on information disclosure as prescribed by law provisions on offering bonds to the public.
2. For companies making bond offers to the public to raise capital for investment projects, every six (06) months as from the end of the offers, bond issuing organizations must report to the SSC and SE (for listed organizations) and make disclosure of information on the printed publications, electronic information pages of the issuing companies and on the means of information disclosure of the SSC and SE (for listed organizations) about the reasons and Decisions/Resolutions of the Board of Directors/Shareholder general assembly/Member assembly on the changes before those changes are made. Bond issuing organizations shall report and make information disclosure until completely disbursing the capital generated from the offer of bonds to the public.
INFORMATION DISCLOSURE OF SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES
Article 18. Periodic information disclosure
1. Public fund management companies , securities companies shall make periodic information disclosure as prescribed in Article 7 or Article 10 of this Circular.
2. Other fund management companies shall make periodic disclosure of information about Annual Financial statements as prescribed in clause 1 Article 7 of this Circular.
3. Securities companies must make periodic disclosure of information about the Disposable fund ratio statements examined by accredited audit organizations in June and December simultaneously with making the disclosure of information about Biannual Financial statements and Annual Financial statements.
The examined Disposable fund statements must be sufficiently disclosed on the electronic information pages of the securities companies and on the means of information disclosure of the SSC, SEE and must be archived in writing and electronic data in at least ten (10) following years in the head office for the investors’ reference.
Article 19. Irregular information disclosure
1. Securities companies, fund management companies must make irregular information disclosure within twenty four (24) hours after the occurrence (or receiving the written approval from the SSC of the events) of one of the following events:
1.1. Having decisions on prosecutions, judgments or decisions of the Court against members of the Board of Directors, General Director, Deputy General Director or Director, Deputy Director, Financial Director, Chief accountant, Accounting and financial department manager, members of the company’s Control Board; the Executive of the securities investment fund; having decisions on prosecutions, judgments pr decisions of the Court against the company’s operation; having the verdicts of tax agencies against the company’s violations of law on tax;
1.2. The company’s bank account is blocked or unblocked after the blockage;
1.3. Suspending the business; partially or completely suspending the company’s operation;
1.4. Decisions of competent agencies on the suspension from operation or the revocation of the Establishment and operation permit ;
1.5. Shareholder general assembly or the Member assembly or the Company’s owner approves the merging contract with another company; Decisions on unifying, splitting, dividing, contributing to a joint venture, transforming or dissolving the company;
1.6. The company suffers the loss valued at ten percent (10%) of the asset value or above;
1.7. The company is making changes of the members of the Board of Directors or Member assembly, President, Director or General Director, Deputy Director or Deputy General Director, Financial Director, Chief accountant; decisions on designating or dismissing the executives of securities investment funds;
1.8. The company is making important changes in business operation including:
a) Replacing the heads of branches or representative offices;
b) Going bankrupt; receiving the decision on dissolution of competent agencies;
c) Performing transactions that change the ownership of stocks or contributions valued at ten percent (10%) or above of the contributed charter capital;
d) Making decisions on increasing or decreasing the charter capital;
dd) Making decisions on changing the company’s name, the locations of the head office, representative offices, branches or transaction offices;
e) Making decisions on supplementing, applying, discontinuing or reducing one or a number of securities business and service types;
g) Making decisions on establishing or closing subsidiary companies, branches, representative offices, transaction offices at home or overseas;
h) The revocation of the securities practice certificate of the Director, Deputy Director or General Director, Deputy General Director of securities companies, the executives of public funds or securities investment companies
2. Securities companies, fund management companies must disclose information about the events prescribed in clause 1 this Article on printed publications, electronic information pages of the securities companies, fund management companies and on the means of information disclosure of the SSC, SE (for listed securities companies, listed fund management companies). Upon making irregular information disclosure, securities companies and fund management companies must specify the events, their reasons, remedial measures and plans (if any).
3. Fund management companies are responsible to make information disclosure in case the securities investment funds, securities investment companies and the securities investment portfolio of the authorized investors under their management are major shareholders or internal shareholders as prescribed in Article 26 and Article 28 of this Circular.
Article 20. Information disclosure on demand
1. Securities companies, fund management companies must make information disclosure within twenty four (24) hours after receiving the requests of the SSC and SE (for listed securities companies, listed fund management companies) when having information relating to the company that critically affect the lawful interests of the investors.
2. Securities companies, fund management companies must make information disclosure on demand of the SSC, SE (for listed securities companies, listed fund management companies) via printed publications, electronic information pages of the securities companies and fund management companies, via means of mass media and means of information disclosure of the SSC and SE (for listed securities companies, listed fund management companies). The contents of the information disclosure must specify the event requested to be disclosed by the SSC and SE, its reasons, authenticity and the remedial measures (if any).
Article 21. Disclosure of other information of securities companies
Company securities must make disclosure of information in the head office, branches and on the company’s electronic information pages about the changes of the locations of the head office, branches, the contents relating the mode of transactions, placement of orders, deposit transaction, payment time, transaction charges, services and the list of the company’s securities practitioners. Upon performing deposit transaction, the securities company must notify the conditions for deposit services provision including the deposit ratio, loan interest rate, loan term, mode of making additional deposit orders.
DISCLOSURE OF INFORMATION ABOUT PUBLIC FUNDS, PUBLIC SECURITIES INVESTMENT COMPANIES
Article 22. Period disclosure of information about public funds
1. Fund management companies shall make period disclosure of information about Annual Financial statements of public funds audited by accredited audit companies within ten (10) days after the audit organization is approved of signing the audit report. The time limits for making disclosure of information about Annual Financial statements of public funds is ninety (90) days after the ending day of the fiscal year. In particular:
1.1. The content of disclosure of information about Annual Financial statements of public funds must comply with the current law provisions on accounting standards applicable to Securities investment funds;
1.2. Fund management companies must sufficiently disclose the information about the audited Annual Financial statements on the means of information disclosure of the SSC, SE (for closed securities investment funds and public securities investment companies) and post the audit opinions about the Annual Financial statements of public funds on one (01) or a number or issues being published nationwide including the addresses of electronic information pages containing all the Annual Financial statements of the public fund, the Audit reports or the address providing Annual Financial statements of the public fund and the Audit reports for the investors’ reference;
1.3. Annual Financial statements of public funds must be archived in writing and electronic data in at least ten (10) following years in the head office of the fund management company for the investors’ reference.
2. Fund management companies shall make period disclosure of information about public funds as follows:
2.1. Fund management companies must disclose the statement on the net asset value changes of the public funds, public securities investment companies periodically in accordance with the provisions on establishing and managing securities investment funds promulgated by the Ministry of Finance on printed publications, electronic information pages of the fund management companies and on the means of information disclosure of the SSC, SE (for closed securities investment funds and public securities investment companies);
2.2. Fund management companies must disclose the reports on the progress and results of the investment, the asset statement of public funds and securities investment companies periodically in accordance with the provisions on establishing and managing securities investment funds promulgated by the Ministry of Finance on the printed publications, electronic information pages of the fund management companies and on the means of information disclosure of the SSC, SE (for closed securities investment funds and public securities investment companies);
2.3. The time limits for making information disclosure as prescribed in point 2.1 and 2.2 this clause:
a) Weekly reports must be disclosed on the first working day of the following week;
b) Monthly reports must be disclosed within five (5) working days after the ending day of the month;
c) Quarterly reports must be disclosed within twenty (20) days after the ending day of the quarter;
d) Annual reports must be disclosed within ninety (90) days after the ending day of the fiscal year.
Article 23. Irregular disclosure of information about public funds
1. Fund management companies must make irregular information disclosure within twenty four (24) hours after one of the following events occurs to the public funds:
1.1. Approving the decisions of the Investor Congress
1.1. Making decisions on offering fund certificates;
1.3. The public fund is issued with the Fund establishment certificate;
1.4. Making decisions on changing investment capital;
1.5. Being revoked the certificate of offering fund certificates to the public;
1.6. Being suspended or cancelled the offer of fund certificate;
1.7. Amending, supplementing the Charter or the Prospectus;
1.8. Replacing the President and the members of the Representative board, the executive;
1.9. Suspending the transaction of fund certificates or stocks of public securities investment companies;
1.10. Making decisions on unifying, merging, splitting, dissolving, liquidating the assets of investment funds or public securities investment companies;
1.11. Inaccurately valuating the net asset value of public funds or public securities investment companies.
2. Fund management companies must disclose information about the events prescribed in clause 1 this Article on printed publications, electronic information pages of fund management companies and means of information disclosure of SSC and SE (except for public funds being opened funds). Upon making irregular disclosure of information about public funds, fund management companies must specify the event, its reasons, remedial measures and plans (if any).
3. Disclosure of information about the final day of registration to exercise the existing investors’ rights: fund management companies must report and sufficiently submit the documents as legal basis for the final day of registration that is planned to exercise the rights of existing investors of public funds to the SSC, SE, SDC at least ten (10) working days before the final day of registration scheduled to make information disclosure.
Article 24. Information disclosure on demand about public funds
1. Fund management companies must make information disclosure within twenty four (24) hours after receiving the requests from the SSC and SE upon the occurrence of the following events:
1.1. The SSE or SE receives feedbacks from individuals or organizations on the offers, the prices of closed public fund certificates, the stock prices of public securities investment companies;
1.2. There are unusual changes in prices and the transaction volume of closed public fund certificates and stocks of public securities investment companies;
2. Fund management companies must disclose information about closed public funds, public securities investment companies upon the requests from the SSC and SE via the printed publications, electronic information pages of the fund management companies, via means of mass media or means of information disclosure of the SE. The contents of information disclosure must specify the event requested to be disclosed by the SSC and SE, its reasons and authenticity.
Article 25. Disclosure of information about public securities investment companies
Fund management companies shall disclose information about public securities investment companies as prescribed in Article 22, Article 23 and Article 24 this Circular.
DISCLOSURE OF INFORMATION OF OTHER SUBJECTS
1. Organizations, individuals or a group of relevant people holding 5% and above of voting stocks of a public company, investors holding 5% or above of fund certificates of a closed public funds or withdrawing from being major shareholders/investors holding 5% or above of fund certificates of a closed public funds must be reported on ownership to public companies/fund management companies, SCC and SE (for listed organizations) under the Annex IV promulgated together with this Circular within 07 days after withdrawing from being major shareholders/investors holding 5% or above of fund certificates of a closed public funds.
2. Organizations, individuals or a group of relevant people holding 5% and above of voting stocks of a public company, investors holding 5% or above of fund certificates of a closed public funds making changes in the volume of owned stocks/fund certificates that exceed one percent (1%) of the volume of stocks/fund certificates (including the cases of giving, offering or being given, inherited, making or receiving transfers of the call option of additional stocks … or not performing stock/fund certificate transactions) must be reported to public companies, SCC and SE (for listed organizations) within seven (07) days after such changes are made under the Annex V promulgated together with this Circular.
3. The time of starting/ending the holding of five percent (5%) or above of the stocks/fund certificates, or the time of making changes in the volume of the owned stocks/fund certificates that exceed one percent (1%) prescribed in clause 1 and clause 2 this Article shall be calculated as follows:
3.1. For transactions performed via the SE: starting after the end of the transaction payment period;
3.2. For transactions not being performed via the SE: starting after finishing the securities transfer at the SDC;
3.3. For exercising the additional stocks/fund certificates call option: starting after the public company ends the offer.
1. Founding shareholders holding the stocks being restricted from transfer as prescribed in clause 5 Article 84 of the Law on Enterprises must send written notices to the SSC, SE (for listed organizations), SDC and public companies on the transactions at least three (03) working days before performing transactions under the Annex VI promulgated together with this Circular. In case of transferring to persons not being founding shareholders, the transferor must send in addition the Decision/Resolution of the Shareholder general assembly on approving such transfer.
2. Within three (03) working days as from the date of finishing the transaction, founding shareholders performing transactions must report to the SSC, SE (for listed organizations) and public companies on the transaction results under the Annex VII promulgated together with this Circular. If the transaction cannot be performed or cannot completely perform the registered volume, the founding shareholders must report the reasons to the SSC, SE (for public companies being listed organizations) and public companies within three (03) working days after the ending day of the scheduled transaction time limits.
1. Internal shareholders and internal investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects upon planning to perform transactions of stocks, call option of stocks from listed organizations or fund certificates, call option of fund certificates from closed public funds, including the cases of transferring without transaction system at the SE (giving or being given, offering or being offered, inherited, making or receiving transfers of stocks/fund certificates/call option of additional stocks/fund certificates…) must report to the SSC, SE and listed organizations, fund management companies at least three (03) working days before the date of performing the transaction. The time limit for transactions is thirty (30) days as from the date of registering the transaction. The first transaction shall only be performed after twenty four (24) hours after having the disclosure of information from the SE. The report contents shall be made under the Annex VIII and Annex IX promulgated together with this Circular.
2. Within three (03) working days as from the finishing day of the registered transaction, the transaction performer must report to the SSC, SE and listed organizations, fund management companies on the results of the stock/fund certificate/call option of stocks/fund certificates transactions under Annex X and Annex XI promulgated together with this Circular.
3. In case the transaction cannot be performed or completely performed the registered volume, within three (03) days after the ending day of the scheduled transaction time limit, internal shareholders and internal investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects must report to the SSC and SE on the reasons for not performing the transaction.
4. Internal shareholders and investors of closed public funds, persons authorized to make information disclosure and relevant persons of these subjects must perform transactions consistently with the transaction time registered with the SSC, SE and shall not be allowed to register for the purchase and sale of stock/call option of stocks from listed organizations or fund certificates/call option of fund certificates of closed public funds simultaneously and shall only be allowed to continue registering for the next transactions after reporting the end of the previous transactions.
5. Internal shareholders being major shareholders must fulfill the obligation to make information disclosure similarly to that of internal shareholders.
Article 29. Disclosure of information about public purchase offer
Organizations and individuals offering public purchase and public companies being offered with the public purchase must make information disclosure as prescribed in the Law on Securities and its guiding documents.
Article 30. Disclosure of information about fund stock transactions
Fund stock transactions must be disclosed as prescribed by the Law on Securities and its guiding documents.
DISCLOSURE OF INFORMATION FROM THE VIETNAM SECURITIES DEPOSITORY CENTER
Article 31. Information disclosure contents of Vietnam SDC
1. The SCD shall make information disclosure within twenty four (24) hours after the occurrence of the following events:
1.1. Information about the issue, revocation of the Depository member certificate, Depository member branch certificate;
1.2. Information about the issue of the first securities registration certificate and the adjustment of the securities registration certificate;
1.3. Information about the cancellation of securities registration;
1.4. Information about the issue, cancellation, preservation of domestic securities identification numbers and international securities identification numbers (abbr. ISIN);
1.5. Information about the issue of transaction codes for foreign investors;
1.6. Information about the exercise of the securities rights registered at the SDC;
1.7. Information about the transfer of the founding shareholders’ ownership during the period of transfer restriction and special transfers that the SSC has issued written approval of performing transactions outside the SE’s transaction system;
1.8. Information disclosure on demand of the SSC.
2. The SDC shall disclose information about the contents prescribed in clause 1 this Article on the electronic information pages of the SDC;
DISCLOSURE OF INFORMATION OF THE STOCK EXCHANGE
Article 32. Information about securities transactions at the SE
1. Information during the stock exchange session
1.1. Total volume of types of securities allowed to be transacted;
1.2. The closing price of the previous day, comparing prices, ceiling prices, floor prices, opening/closing prices of each session/day, performing prices, expected prices (for periodic order matching), rates and symbols of price fluctuation of each securities type;
1.3. Three best purchase/sale offer prices of stocks, investment fund certificates accompanied by the purchase/sale order volume corresponding to such prices.
1.4. Information about the transactions of remaining bonds by terms including: terms of transaction, yield, volume and value of the latest transaction, yield fluctuation of the latest transaction compared to the previous transaction .
2. Periodic information in the transaction day
2.1. Status of the securities types;
2.2. Total volume of the securities types allowed to be transacted in the day;
2.3. Securities price indexes made by the SE and approved by the SSC; rates and fluctuations of the indexes compared to the previous transaction day;
2.4. Stock price fluctuation rate in the transaction day;
2.5. The quantity of orders, purchase/sale orders, corresponding prices to each securities type;
2.6. Total transaction volume of the whole market (by order matching rounds, transaction days);
2.7. The prices, volume and value of performed transactions of each securities type:
a) Order matching (under each order matching round and transaction days regarding periodic order matching and under transaction days regarding constant order matching);
b) Agreement (if any);
c) Securities transactions performed by foreign investors (if any);
d) Stock repurchase/resale by listed organizations (if any).
2.8. The securities holding ratio of foreign investors and purchase limits regarding each type of securities;
2.9. Information about ten (10) stocks with highest transaction volume and ten (10) stocks with highest price fluctuation compared to the latest transaction day;
2.10. Information about the transactions of ten (10) stocks with the highest posted values and ten (10) stocks with highest market values;
2.11. Information about the transacted bonds including type of bonds, interest rates, due time, performing prices, current yield, due yield;
2.12. The volume of outstanding stocks of the posted stocks and its changes compared to the previous transaction day;
2.13. Other information required to be disclosed on demand of the SSC.
Information about listed organizations
1.1. General information about activities of posting/transaction registration:
a) Information about first posting/transaction registration;
b) Information about the cancellation of posting/transaction registration;
c) Information about the changes of posting/transaction registration;
d) Information about re-posting/re-transaction registration;
dd) Information about sanctions against listed organizations;
e) Other information deemed to be necessary by the SE.
1.2. Periodic, irregular information and information on demand disclosed by listed organizations via the means of information disclosure of the SE.
2. General information about securities companies being members of the SE
2.1. General information about members:
a) Information about admitting members;
b) Information about sanctions against member or transaction representatives (if any);
c) Information about invalidation of memberships;
d) Information about the brokerage market share of 10 members with the largest shares by quarters;
dd) Other information.
2.2. Periodic, irregular information and information on demand disclosed by affiliated securities companies via the means of information disclosure of the SE.
3. Information about fund management companies managing closed public funds/public securities investment companies
3.1. General information about fund management companies:
a) Information about the quantity of fund management companies;
b) Information about quantity of securities investment funds/securities investment companies under the management of fund management companies;
c) Information about sanctions against fund management companies;
d) Other information.
3.2. Periodic, irregular information and information on demand disclosed by fund management companies via the means of information disclosure of the SE.
4. Information about closed public funds
4.1. General information about closed public funds:
a) Information about the quantity of closed public funds;
b) Other information.
4.2. Periodic, irregular information and information on demand disclosed by public funds via the means of information disclosure of the SE.
5. Information about public securities investment companies
5.1. General information about public securities investment companies:
a) Information about the quantity of public securities investment companies;
b) Information about sanctions against public securities investment companies;
c) Other information.
5.2. Periodic, irregular information and information on demand disclosed by public securities investment companies via the means of information disclosure of the SE.
6. The SE shall provide information about listed organizations, public funds, public securities investment companies for affiliated securities companies.
Article 34. Information about securities market supervision
1. Information about securities market supervision includes:
1.1. Information about the transaction suspension or the transaction resumption of the posted securities;
1.2. Information about warned/controlled securities or unwarned/uncontrolled securities;
1.3. Information about the transactions of major shareholders, founding shareholders during the period of transfer restriction, transactions of internal shareholders, persons authorized to make information disclosure and relevant persons, public purchase offer as prescribed in Chapter VI of this Circular; Information about fund stock transactions of listed organizations;
1.4. Information about violations of provisions on information disclosure committed by listed organizations, affiliated securities companies, fund management companies, public securities investment companies;
1.5. Information about sanctions against violations of law provisions on securities market;
1.6. The guidance and notices of the SSC, SE on managing and supervising the market shall be made under the provisions of the SSC and SE.
2. The SE must make information disclosure as prescribed in Article 32 and Article 33 of this Circular right after the occurrence of the events or after receiving the reports, notices, sufficient and valid information disclosure dossiers of listed organizations, affiliated securities companies, fund management companies, public securities investment companies.
3. The SE must periodically make general reports every quarter on the observance of law provisions on information disclosure of listed organizations, affiliated securities companies, fund management companies, public securities investment companies and other subjects, and send to the SSC.
Article 35. Organizing the implementation
1. This Circular takes effect on June 01, 2012 and supersedes the Ministry of Finance’s Circular No. 09/2010/TT-BTC of January 15, 2010 on information disclosure on the securities market. The provisions on information disclosure in other documents promulgated by the Ministry of Finance in contravention with provisions in this Circular shall be abolished, and the provisions in this Circular shall apply.
2. The SSC, SE, SDC and public companies, issuing organizations (unless the bond issue is guaranteed by the Government), securities companies, fund management companies and relevant organizations and individuals are responsible to implement this Circular./.
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| FOR THE MINISTER |
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- 1 Circular No. 09/2010/TT-BTC of January 15, 2010, guiding information disclosure on the securities market
- 2 Circular No. 155/2015/TT-BTC dated October 6th 2015, on guidelines for information disclosure on securities market
- 3 Circular No. 155/2015/TT-BTC dated October 6th 2015, on guidelines for information disclosure on securities market
- 1 Decision No. 515/QD-UBCK of June 25, 2012, on the procedures for the securities market participants to disclose information on the electronic information portal of the state securities commission and send reports to the State Securities Commission
- 2 Law No. 62/2010/QH12 of November 24, 2010, amending, supplementing a number of articles of Law on Securities
- 3 Decree No. 118/2008/ND-CP of November 27, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Finance.
- 4 Law No.70/2006/QH11 of June 29, 2006 on securities
- 5 Law no. 60/2005/QH11 of November 29, 2005 on enterprises