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  • 1. THE MINISTRY OF FINANCE SOCIALIST REPUBLIC OF VIETNAM ----------- Independence - Freedom - Happiness No. /2009/TT-BTC --------------- Hanoi, 2009 CIRCULAR Providing guidelines for the disclosure of information on the securities market - Pursuant to the Law on Securities No.70/2006/QH11 dated 29 June 2006 of the National Assembly; - Pursuant to Decree 77/2003/ND-CP dated 1 July 2003 of the Government providing for the functions, duties, powers and organizational structure of the Ministry of Finance; The Ministry of Finance (MOF) hereby provides guidelines for the disclosure of information on the securities market I. GENERAL PROVISIONS 1. Entities liable to the disclosure of information 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 related persons. 2. Requirements when disclosing information: 2.1 A disclosure of information must be complete, accurate and prompt in accordance with law. 2.2 A disclosure of information must be made by the director or general director or by the person authorized by the director or general director. The director or general director shall be responsible for the contents of information disclosed by the authorized person. If any person makes a disclosure of information which affects the price of securities, then the person authorized to disclose information must certify or correct such information within a time-limit of 24 hours from the time of awareness of such information or at the request of the regulatory authority. when it was disclosed. 2.3 A disclosure of information must be made at the same time as a report thereon 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 fund management company or the SE or a STC makes a disclosure of information, there must be a simultaneous report thereon made to the SSC. (b) When a listing organization, a member securities company, a public securities investment company, a fund management company managing a public fund or a 1
  • 2. 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 must provide the SSC with consolidated quarterly reports on the disclosure of information by listing organizations, the fund management companies that manage public funds/public securities investment companies, public funds, public securities investment companies and its member securities companies. 2.6 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 full to investors. 2.7 The entities liable to disclosure of information (except for the SE and affiliated persons) referred to in clause 1 of Section I of this Circular shall be responsible to consolidate and provide a report on the implementation of the information disclosure provisions using Form CBTT-01 attached to this Circular to the SSC and the SE within a period of 100 days from the expiry date of an annual accounting period. 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 using Form CBTT-02 attached to this Circular. Where there is any change to the authorized person, a written notification thereof must be made to the SSC and SE or STC at least five working days before such change takes place. 4. Methods and forms for disclosing information: 4.1 A disclosure of information shall be made in and on the following information disclosure media: (a) Annual report, electronic information site and other publications of the entity liable to the disclosure; (b) Information disclosure media of the SSC comprising annual report, electronic information site and other publications of the SSC; (c) Information disclosure media of the SE and STCs comprising the 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. 2
  • 3. 4.3 Listing organizations, member securities companies, public securities investment companies, and fund management companies managing a public fund/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 documents 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: Entities disclosing information shall be responsible to preserve and archive disclosed information in accordance with law. 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 day its audited annual financial statements are available, and specifically as follows: 1.1 The contents of information to be disclosed about annual financial statements comprise the accounting balance sheet, a report on business performance, a cash flow report, an explanation of the financial statements in accordance with the law on accounting and an auditor’s report. A public company in a specialized industry shall disclose its annual financial statements using the form for financial statements issued or approved by MOF. 1.2 Where a public company is the parent company of another institution, disclosure of annual financial statements shall include the financial statements of the public company 3
  • 4. (as the parent company) as well as the consolidated financial statements in accordance with the law on accounting. 1.3 The date of completion of annual financial statements shall be the date on which the approved auditor signs the audit report. The time-limit for completion of annual financial statements shall be no later than ninety (90) days after the expiry date of the annual accounting period financial year. 1.4 A public company must prepare and disclose its Annual report using Form CBTT-03 attached to this Circular simultaneously with the disclosure of its annual financial statements. 1.5 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 for the reference by investors. 1.6 A public company shall disclose the completion of its annual financial statements and the auditor’s comments thereon its summarized annual financial statements on standard form CBTT- 03 issued with this Circular in three consecutive issues of one central newspaper and of one local newspaper in the area where the company has its head office or on the information disclosure media of the SSC, and at the same time shall specify the address of the electronic information site where the full text of the financial statements can be found or the contact point where the financial statements can be obtained for the investors’ reference. 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 the purchased shares; or a decision about the date for exercising the option of the owners of bonds with the option, or about the date for conversion of convertible bonds into shares, or a decision relating 4
  • 5. to offers stipulated in clause 2 of Article 108 of the Law on Enterprises, or the results of a private placement by the company; (e) There is a decision to bring a legal action against a member of the board of management, the director or general director, the deputy director or deputy general director, or the chief accountant of the company; there is a judgment or decision of a court relating to the operation of the company; or there is a conclusion by the tax office about a breach of the law on tax by the company. (g) When any event occurs which might significantly influence the price of securities seriously affect investors’ interest. 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 development 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, its causes, and a settlement plan and remedial measures (if any). 3. Disclosures of information on request: 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; (b) There is information relating to the public company which seriously affects the price of securities and such information requires confirmation. (c) Other cases as deemed necessary by the SSC. 3.2 A public company must disclose information at a request in the publication and on the electronic information site of the company and on the mass media or information 5
  • 6. disclosure media of the SSC. The items disclosed must specify the event which the SSC requested be announced and the causes thereof, and the level of accuracy of such event. 4. Disclosure of information about transactions in shares of major shareholders 4.1. Organizations, individuals or groups of related persons holding five per cent (5%) or more of the voting shares in a public company must provide a report on the ownership of major shareholders as stipulated in Article 29 of the Law on Securities using Form CBTT-04 attached to this Circular. 4.2. Organizations, individuals or groups of related persons holding five per cent (5%) or more of the voting shares in a public company must, within 7 days from the date of a transaction (including a transaction involving a gift, donation, inheritance, assignment or taking assignment of the option to additionally issued shares…), or from a date when, although a transaction is not carried out, there is a change to the number of owned shares which result in an increase by more than one percent (1%) in the number of similar shares being in circulation as compared to the latest reporting period, provide a report thereon using Form CBTT-05 attached to this Circular to the public company, the SSC and SE (if it is a listed company). 4.3. Where the first change happens to the number of owned shares due to which an organization, individual or a group of related persons becomes no longer a major shareholder, a report thereon must be provided to the public company, the SSC and the SE (for listed companies) within 07 days from the date of such a change. 5. Disclosures of information about transactions in treasury stocks 5.1. A public company that wishes to redeem its own shares to use as treasury stocks or to sell treasury stocks must report thereon to the SSC and the SE (for listed companies) using Form CBTT-06 attached to this Circular, and at the same time must disclose information on the mass media/publication media of the SE (for listed companies), within no more than 7 days before the proposed day of the transaction (except where such public company redeems its own shares to use as treasury stocks for the purpose of stabilizing the market in accordance with the plan already approved by the SSC). 5.2. A public company, after completing the redemption of its own shares to use as treasury stocks or sale of treasury stocks, must report the results thereof to the SSC and the SE (for listed companies) within ten (10) days from the date such transaction is completed for the disclosure purpose. If the registered volume is not exhausted, the public company must explain the reason therefor. The report shall be in Form CBTT-07 attached to this Circular. 6. Disclosure of information about share transactions of founding shareholders during the period where assignments are restricted in accordance with clause 5, Article 84 of the Law on Enterprises. 6.1. A founding shareholder holding any shares subject to restrictions of assignment as provided for in clause 5, Article 84 of the Law on Enterprises must send a report to the 6
  • 7. SSC, the SE (for listed companies) and the public company on such a transaction no later than three (03) working days before such transaction takes place using Form CBTT-08 attached to this Circular. Where such assignment is made to a non-founding shareholder, the assignor must produce a resolution of the general meeting of shareholders approving such assignment. 6.2. Within three (03) working days from the date of completion of the transaction, the founding shareholder carrying out the transaction must report to the SSC and the SE (for listed companies) and public company on the transaction results using Form CBTT-09 attached to this Circular. If the transaction is not carried out, the founding shareholder must notify the reasons therefor to the SSC and the SE (for listed companies) and the public company within three (03) working days from the expiry date of the time limit for such proposed transaction. 7. Disclosure of information about public offers for purchase Organizations or individuals making a public offer for purchase and the public company to which the offer for purchase is made must make disclosures of information in accordance with the provisions of the Law on Securities and the Circular providing guidelines for public offers for purchases. 8. Disclosure of information about the progress of using the capital raised from the public offer During the process of using the capital raised by way of public offers of shares, once every six months from the date of completion of such public offer, the public company must disclose the information about the progress of using the capital raised from such public offer. Where there is any change to the purpose of capital uses, the public company must disclose information about the reason for such change and the person who made such a change decision. 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 period from the date of issuing 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: 7
  • 8. 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 publications and on the electronic information site of the bond issuer and on the information disclosure media of the SSC. 2.2.2 When a bond issuer makes an extraordinary disclosure of information it must specify the event which occurred and its causes, and a settlement plan and remedial measures (if any). 3. Disclosure of information about the progress of using the capital raised from the public offer During the process of using the capital raised by way of offering shares for sale to the public, once every six months from the date of completion of such public offer, the public company must disclose the information about the progress of using the capital raised from such public offer. Where there is any change to the purpose of capital uses, the public company must disclose information about the reason for such change and the person who made such a change decision. IV. DISCLOSURE OF INFORMATION BY LISTING ORGANIZATIONS OR ORGANIZATIONS REGISTERING THEIR TRANSACTIONS 1. Periodical disclosures of information: 1.1 A listing organization or an organization registering its transactions must make a periodical disclosure of information about its annual financial statements in accordance with clause 1 of Section II of this Circular. Annual financial statements must be audited by an approved independent auditor. 1.2 A listing organization or an organization registering its transactions 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 contents of information to be disclosed by a listing organization about its quarterly financial statements comprise the accounting balance sheet, a report on business performance, a cash flow report, an explanation of the financial statements in accordance with the law on accounting and a report on the reconciliation results of the quarterly financial statements in accordance with the existing provisions on accounting standards. A listing organization in a specialized industry must disclose its quarterly financial statements using the form for financial statements issued or approved by MOF. 1.2.2 If the post-corporate-income-tax profits stated in the business performance reports as between two reporting periods in the same year fluctuate from ten per cent (10%) 5% or more, then the listing organization must explain the reasons for such unexpected fluctuation in its quarterly financial statements. 1.2.3 If a listing organization has subsidiary and affiliated companies which the listing organization holds the right to control and/or dominate, the listing organization must provide the SSC and the SE with quarterly financial statements of the 8
  • 9. parent company and business performance reports of its subsidiary and affiliated companies according to the capital contribution ratio using Form CBTT-10 attached to this Circular. 1.2.4 The date of completion of the quarterly financial statements shall be computed from the date of which the approved auditor signs the Report on the reconciliation results of the quarterly financial statements. The time-limit for completing quarterly financial statements shall be the 25th day of the first month of the following quarter. Quarterly financial statements need not be audited. 1.2.5 A listing organization shall disclose the completion of its quarterly financial statements and the report on the reconciliation results of the quarterly financial statements in accordance with the existing provisions on accounting standards via the information disclosure media of the SSC, the SE or STC, and at the same time must specify the address of connectivity to the electronic information site where the full text of the quarterly financial statements can be found or the contact point where the quarterly financial statements can be obtained for the investors’ reference. its summarized quarterly financial statements on standard form CBTT-03 issued with this Circular on the 1.2.6 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 for investors’ reference. 2. Extraordinary disclosures of information: 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 upon occurrence of any of the following events: , a. When the listing organization suffers from a loss of assets with a value of more than ten per cent (10%) of its equity; b. Upon a resolution of the General meeting of shareholders concerning the increase or reduction of the charter capital; upon making a capital contribution with a value of more than ten per cent (10%) of the total assets of the listing organization to another entity; upon making a capital contribution with a value of fifty per cent (50%) or more of the total assets of the company to which the capital contribution is made; c. Upon a change to the key personnel of the listing organization (including members of the board of management, board of control, board of (general) directors, chief accountant); d. Upon occurrence of any event that significantly influences the business and production activities or the administration of the listing organization; 9
  • 10. dd. Upon a decision to open or close a subsidiary, a branch, a plant or a representative office; e. Upon a decision to change the name or address of the company’s head office. 2.2 A listing organization must make disclosure of information 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. 2.3 A listing organization must make disclosure of information about the events referred to in clauses 2.1 and 2.2 above in the publication and on the electronic information site of the listing organization and on the information disclosure media of the SE and STC. 2.4 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. In addition, the listing organization must make a disclosure of information and provide an explanation to the SSC and SE within twenty four (24) hours from the time when the price of the shares exceeds the ceiling or falls below the floor price for five (05) consecutive sessions without going through the general trend of the market or when the price of the listed shares exceeds the ceiling or falls below the floor price for ten (10) consecutive sessions. 3.2 A listing organization must disclose information at 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, the causes thereof, and the level of accuracy of such event. 4. Disclosures of information about trading by insiders: 4.1 An insider is When a member of the board of management or board of control, the director or general director, the deputy director or deputy general director, or the chief accountant, person authorized to disclose information of a listing organization and their respective related persons in accordance with clause 34 of Article 6 of the Law on Securities. An insider who intends to trade shares in the listing organization (including a gift, donation, bequest, assignment, taking over the assignment of the right to purchase additionally issued shares) outside the trading system of the SE or STC), such person must report it to the SSC and the SE or STC at least three (3) one working day in advance. The proposed trading time limit shall not exceed two (02) months from the date of registration of the transaction and the transaction shall only be permitted to take 10
  • 11. place twenty four (24) hours after the SE makes the announcement. The contents of the report are set out in Forms CBTT-11 and CBTT-12 attached to this Circular. Within three (3) working days of completion of the transaction, the person who carries out the transaction must provide a report to SSC and SE and the listing organization on the trading results further notice to the listing organization, the SSC and the SE or STC about using Forms CBTT-13 AND CBTT-14 attached to 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 related 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 (3) working days of expiry of the proposed trading time limit. 5. Disclosures of information about the last registration day to exercise the rights of existing shareholders. With regard to the information about the last registration day to exercise the right of existing shareholders, a listing organization must provide a report on and submit all the legal evidencing documents to the SSC and the Securities Depository Center at least ten (10) working days before the last registration day for the disclosure purpose. In addition, a listing organization must produce a list of shareholders together with electronic data to the SSC and the Shares Depository center within five (05) days as from the date of closing the list. 6. Disclosures of information about the administration of the company A listing organization has the obligation to provide quarterly and annual reports to the SSC and SE on its administration in accordance with Decision 12/2007/QĐ-BTC dated 13 March 2007 of the Ministry of Finance issuing regulations on the business administration applicable to listed companies on the SE. The time limit for submission of a quarterly report is the 30 th day of the first month of the following quarter and within one hundred (100) days from the expiry date of the annual accounting period for an annual report. V. DISCLOSURE OF INFORMATION BY SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES 1. Periodical disclosures of information: 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 or a fund management company shall disclose the completion of its annual financial statements and the approved auditor’s comments thereon in three (3) consecutive issues of one central newspaper and of one local newspaper in the area where the company has its head office or on the information disclosure media of the SSC and SE, and at the same time shall specify the address of the electronic information site 11
  • 12. where the full text of the financial statements can be found or the contact point where the financial statements can be obtained for the investors’ reference. 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 chairman, the director or general director, the deputy director or deputy general director, or the chief accountant of the company; a decision to bring legal proceedings against the financial controller of the securities company or fund management company or the operator of the securities investment fund. (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: - There is a change to the head of the branch of representative office; - Upon the revocation of the practising licence of the operator of the public fund; - The company falls bankrupt; upon a dissolution decision by an authorized body; - Upon a transaction that changes the shareholding ownership or capital contribution ownership by ten (10) per cent or more of the paid-up charter capital; - Upon temporary suspension of operation; upon a decision by an authorized body to suspend the operation or to revoke the licence for establishment and operation of the company; - Upon a decision to consolidate, divide, demerge, contribute joint venture capital, or convert the company; - Upon a decision on amendment of or addition to the charter of the company, or to change the name of the company; - Upon a decision on increase or decrease of the charter capital of the company; 12
  • 13. - Upon a decision on addition to or withdrawal of one or more licensed types of business or services; - Upon a decision on establishment or closure of a branch, representative office, transaction office or order taking agent; or a change of location of head office, branch, representative office, transaction office or order taking agents; - Upon the revocation of the practising certificate of the director or general director, deputy director or deputy general director. e. Upon the occurrence of any information relating to the company which might seriously affect legitimate interest of investors. 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. 2.3 When a securities company or fund management company makes an extraordinary disclosure of information it must specify the event which occurred and its causes, a settlement plan and remedial measures (if any). 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 legitimate interests of investors. 3.2 A securities company or fund management company must disclose information at 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, the causes thereof, and the level of its accuracy. 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 order taking agents about any changes relating to the address of the main head office, of branches and of order taking agents; 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 ABOUT PUBLIC FUNDS 1. Periodical disclosures of information about public funds: 1.1 A fund management company shall make a periodical disclosure of information about annual reports on the assets of a public fund within ten (10) days from the date such 13
  • 14. report is audited in accordance with clause 1 of Article 105 of the Law on Securities and specifically as follows: 1.1.1 The contents to be disclosed about annual reports on the assets of a public fund shall be in accordance with the existing law on the accounting system applicable to securities investment funds. 1.1.2 The date of completion of the annual report on the assets of a public fund shall be the date on which the approved auditor signs on the audit report. The time-limit for completion of the annual report on the assets of a public fund shall be no later than ninety (90) days after the last day of the annual accounting periodfinancial year. 1.1.3 Annual reports on the assets of a public fund must be archived for at least ten (10) years at the head office of the fund management company for investors’ reference. 1.1.3 A fund management company must disclose the comments of an approved auditor on the summarized the annual report on the assets of a public fund on standard form CBTT-07 issued with this Circular in three consecutive issues of a central newspaper and of a local newspaper in the area where the fund management company has its head office or on the information disclosure media of the SSC and SE. 1.2 A fund management company shall also make a periodical disclosure of information about a public fund as follows: 1.2.1 A fund management company must announce reports on the changes in the net asset value of the public fund on a weekly, monthly, quarterly and annual basis on standard form CBTT-08 issued with this Circular in accordance with the provisions of the existing accounting system 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 must announce reports on the assets of public funds on a monthly, quarterly and annual basis on standard in accordance with the provisions of the existing accounting system 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 The time-limits for reporting and disclosure of information as stipulated in clauses 1.2.1, 1.2.2 and 1.2.3 above are as follows: 14
  • 15. • 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 (5) working days after the last day of the month. • Quarterly reports must be reported and disclosed within thirty (30) 25 days after the last day of the quarter. • Annual reports must be reported and disclosed within one hundred (100) 90 days after the last day of the year. 2. Extraordinary disclosures of information about a public fund: 2.1 Within twenty four (24) hours of the occurrence of one of the following events concerning a public fund, a fund management company must report thereon to the SE, so that such organizations may disclose information in accordance with clause 2 of Article 107 of the Law on Securities: (a) Upon an adoption of a resolution of the general meeting of investors; (b) Upon a decision to make an offer of certificates in the public fund; (c) When a public fund is issued with a certificate of registration to establish a fund; (d) Upon a decision to change the investment capital of the public fund; (dd) Upon the revocation of the certificate of public offer of a public fund’s certificates; (e) Upon the suspension or cancellation of an offer tranche of a public fund’s certificates; (g) Upon an amendment of or an addition to the charter or prospectus of the public fund. (h) Upon a change to the Chairman of the Board of Representatives of the Fund or the operator of the listed public fund. (i) Upon the occurrence of any event which might significantly affect the price of the fund certificates or seriously affect legitimate interest of investors. 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. 15
  • 16. 2.3 When a fund management company makes an extraordinary disclosure of information about a public fund it must specify the event which occurred, causes thereof, a settlement plan and remedial measures (if any). 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 rumor which affects an offer of or the price of a public fund’s certificates; (b) There is an abnormal change in the price and volume of transactions of a public fund’s certificates. (c) In other cases as deemed necessary by the SSC and SE. 3.2 A fund management company must disclose information about a public fund at 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. 4. Disclosures of information about the last registration day to exercise the rights of existing investors. With regard to the information about the last registration day to exercise the right of existing investors of a listed public fund, a fund management company must provide a report on and submit all the legal evidencing documents to the SSC and the Securities Depository Center at least ten (10) working days before the last registration day for the disclosure purpose. In addition, a fund management company must produce a list of investors together with electronic data to the SSC and the Shares Depository center within five (05) days as from the date of closing the list. 5. Disclosures of information about transactions in fund certificates of related subjects 5.1. Related subjects of a transaction in fund certificates include: founders, members of the Board of representatives of the securities investment fund, members of the board of management, board of control (if any), the board of general director of the fund management company, the operator of the public fund, information disclosure officers of a public investment fund and other related organizations and individuals of such subjects as provided for in clause 34, Article 6 of the Law on Securities. 5.2. Any related subject referred to in clause 5.1 above who intends to trade shares in its fund certificates, including assignment not via the trading system of the SSC (such as gift, donation, bequest, assignment, taking over the assignment of the right to purchase additionally issued certificates) must report it to the SSC and the SE at least three (3) working days in advance and shall only be permitted to carry out such transaction 16
  • 17. twenty four (24) hours after the SE makes the announcement. The contents of the report are set out in Forms CBTT-15 and CBTT-16 attached to this Circular. 5.3 Within three (3) working days of completion of the transaction, the person who carries out the transaction must provide a report to SSC and SE on the trading results using Forms CBTT-17 and CBTT-18 attached to this Circular. In case of a failure to carry out the proposed transaction, related subjects referred to in clause 5.1 above must report the reason therefor to the SSC and the SE within three (3) working days of expiry of the proposed trading time limit VII. DISCLOSURE OF INFORMATION BY 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: 1. Information about trading securities on the Stock Exchange or at the Securities Trading Centre: 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 periodical 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 Hastc-Index, and level and fluctuation of the Vn Index and Hastc-Index compared to the previous trading day; (d) Level of oscillation of share prices during the trading day; 17
  • 18. (dd) Number of orders and number of purchases and sales, and the corresponding prices for each class of securities; (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 most traded shares 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; (l) Information about bonds traded including the class of bonds, the interest rate, the maturity date, the implementing price, and the interest rate for long-term bonds; (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; 18
  • 19. (dd) Information about changes to listings; (e) Information about re-listings; (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; (d) Other information. 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: 19
  • 20. 2.4.1 General information about public funds: (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. 3. Information about the supervisory activities over the securities market: 3.1 Information about the supervisory activities over the securities market 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 any transaction that result in a change in the number of shares owned by major shareholders in excess of one per cent (1%) of the number of shares of the same type currently in circulation; information about the transactions 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 control, the director or general director, the deputy director or deputy general director, or the chief accountant or a related person; (dd) Information about hostile –take-over of listing organization; Explanation of the listing organization in the cases when the price of the shares exceeds the ceiling or falls below the floor price for five (05) consecutive sessions without going through the general trend of the market or when the price 20
  • 21. of the listed shares exceeds the ceiling or falls below the floor price for ten (10) consecutive sessions. 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. 3.2 The SE or a STC must disclose information about the events stipulated in clause 2 and 3.1 of Section VIII above immediately on occurrence of the event or immediately after receiving notice thereon from a listing organization, member securities company, fund management company or public securities investment company. IX. IMPLEMENTING PROVISIONS 1. This Circular shall be enforceable forty five (45) days after the date it is signed and shall replace Circular 38/2007/TT-BTC dated 18 April 2007 on the disclosure of information in the securities marketof 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. THE MINISTER 21
  • 22. FORM CBTT-01 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No: / …….…, date … month … year……. REPORT ON THE PERFORMANCE OF THE DISCLOSURE OBLIGATION To: -The State Securities Commission -The Stock Exchange/ Securities Trading Center Name of the Company: Address of the Company: The Company hereby reports on the performance of the disclosure obligation in the year......... as follows: Time of Time of Means of Note STT Items of the information disclosure disclosure vs. disclosure disclosure time limit or non-disclosure I. Periodical disclosures 1. (Quarterly/annual) financial statements 2, Brief financial statements 3. Annual reports .... II. Extraordinary (Time limit for disclosures disclosure within 24/72 hours) 1. Resolutions of the general meeting of shareholders 2. .... III. Disclosures on request (Extraordinary disclosure is made under Official Letter No…. dated ... ) 1. 2. .... Explanation of the Company of the reason for the delay or failure to disclose information (if any). Reporting person (Sign and specify full name) 22
  • 23. FORM CBTT-02 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Unit: SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom - Happiness -------------------------------------- LETTER OF AUTHORIZATION TO DISCLOSE INFORMATION To: - State Securities Commission - The Stock Exchange - Securities Trading Center Transaction name of the organization, company:------------------------------------- Address:------------------------------------------------------------------------------------ Telephone number :---------------------Fax number:---------------------------------- (Name of the employee) Hereby certifies: Mr. (Mrs.)----------------------------------------------------------------- ID/passport number: ----------------------------------------------------------------------- Permanent address:------------------------------------------------------------------------- Position held at the organization, company:--------------------------------------------- (Name of the organization, company) To be the authorized person by ----------------------------------------------to act as (Name of the organization, company) “the information disclosure officer” of ------------------------------------------ This Letter of Authorization shall be valid until it is cancelled by a written ( Name of the organization, company) notice of ------------------------------------------------------ . Date ... month... year... General Director/Director (Sign, specify full name and seal) 23
  • 24. FORM CBTT-03 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) ANNUAL REPORT Name of the public company/organization issuing bonds to the public/listing organization/securities company/fund management company/public securities investment company. Year of report.... I. Company’s history of operations: 1. Milestones: + Establishment + Conversion into share-holding company (if any) + Listing + Other events 2. Development process + Business sector + Status of operations 3. Development orientation + Basic objectives of the Company + Medium and long term development strategies II. Reports of the Board of management/board of members/Company’s President 1. Highlighted operations of the company for the year (profits, financial standing of the Company at the end of the year ….) 2. Performance status vs. the plan (financial standing and profits as compared to the initial plan) 3. Major changes during the year (major investments, changes to the business strategy, new market and products …) 4. Perspectives and future plans (expected and targeted market …) III. Reports of the Board of Directors 1. Report on the financial standing - Profitability, payment capacity - Analysis of conformity coefficients in the business sector - Analysis of fluctuations- major changes compared to the expectation and the reasons therefor - Book value at 31 December of the reporting year - Changes to the equity/paid-up capital - Total number of shares as classified into each type (ordinary shares, preferential shares...) - Total number of bonds in circulation as classified into each type (convertible bonds, non- convertible bonds...) - Number of shares in circulation as classified into each type - Number of reserved shares, treasury stocks as classified into each type (if any) - Dividends/profits distributed to capital contributing members 24
  • 25. 2. Report on production and business performance Overall analysis of the company’s operations as compared to the plan/expectation and previous results of production and business performance. If the business and production activities fail to meet the objectives, it is necessary to specify the reason for such failure and responsibility of the Board of Directors (if applicable). 3. Achievements accomplished - Renovations relating to the organizational structure, policies and management - Measures of control ….. 4. Plan for future development IV. Financial statements All the financial statements that have been audited in accordance with the provisions of law on accounting. V. Explanation of the financial statements and auditor’s report 1. Independent audit - Independent auditor - Comments of the independent auditor - Special comments (management letter) 2. Internal audit - Comments of the internal auditor - Special comments VI. Related companies - Companies that hold more than 50% of the equity/paid-up capital of the organization/company - Companies of which more than 50% equity/paid-up capital is held by the organization/company - Investments made in related companies - Brief of the operations and financial standing of related companies VII. Organization and personnel - The organizational structure of the Company - Brief resumes of the Executive Committee members - Changes to the Executive (General) Director during the year - Benefits of the Board of Directors: Salaries, bonuses and other benefits - Number of officers and employees and policies concerning employees - Changes to the members of the board of management/Members’ Council/Chairman, Board of Directors, board of control, chief accountant. VIII. Information about shareholders/ capital contributing members and administration of the Company 1. Board of management/Members’ council/Chairman and Board of control/controllers: 25
  • 26. - The membership and structures of the board of management, Board of control (specify the number of non-executive independent members), membership and structure of the Members’ council, Controllers, and Chairman of the company - Operations of the board of management/Members’ council - Operations of non-executive independent members of the board of management - Operations of sub-committees in the board of management/Members’ council (such as salary- bonus sub-committee, investment sub-committee and personnel sub-committee …) - Operations of the Board of control/Controllers - Plan for improving the efficiency of the administration of the company - Remuneration and other benefits and costs relating to members of the board of management/Members’ council/Chairman and members of the Board of control/Controllers - Number of members of the board of management/Members’ council, Board of control/Controllers, Board of Directors who have obtained a certificate of training on business administration - Percentage of ownership of shares/paid-up capital and changes to the percentage of holding shares/paid-up capital by the members of the board of management/Members’ council - Information about the transactions in shares/assignment of the paid-up capital proportion by the members of the Board of management/Members’ council, Board of Executive Directors, Board of control/Controllers, and other transactions of members of the Board of management/Members’ council, Board of Executive Directors, Board of control/Controllers and affiliated persons of the above subjects. 2. Statistical data of shareholders/capital contributing members 2.1. Domestic shareholders/capital contributing members - Detailed information about the structure of domestic shareholders/capital contributing members - Detailed information about each of the major shareholders/capital contributing members itemized by their names, years of birth (for individual shareholders/capital contributing members); addresses and occupation (for individual shareholders/capital contributing members), operating sector (for shareholders/capital contributing members being entities); the number and percentage of their ownership of shares/paid-up capital in the company; fluctuations relating to the percentage of ownership of shares/paid-up capital. 2.2. Foreign shareholders/capital contributing members - Detailed information about the structure of foreign shareholders/capital contributing members. - Detailed information about each of the major shareholders/capital contributing members itemized by their names, years of birth (for individual shareholders/capital contributing members); addresses and occupation (for individual shareholders/capital contributing members), operating sector (for shareholders/capital contributing members being entities); the number and percentage of their ownership of shares/paid-up capital in the company; fluctuations relating to the percentage of ownership of shares/paid-up capital. 26
  • 27. FORM CBTT-04 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. REPORT ON THE OWNERSHIP OF MAJOR SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Public companies 1. Name of the investor being individual/entity: 2. For an individual investor: - Year of birth - Nationality - ID/passport number: issued on in - Occupation - Residence 2. For an investor being an entity: - Business registration certificate No. - Trade and sector of business - Address 3. Contact telephone number: Fax: 4. Name of the securities purchased and purchased: 5. Code of the securities (if any): 6. Trading account No. (if any): opened with (securities company): 7. Quantity of shares purchased and sold: 8. Name of the affiliated person holding the above shares (if any): 9. Relationship between the affiliated person and the individual/entity that carries out the transaction: 10. ID/passport number of the affiliated person (Business registration certificate number – for an entity): 11. Position currently held by the affiliated person in the listing organization (if any): 13. Number and percentage of shares currently held by the affiliated person: 14. The ratio of shares [individually] held or jointly held with the affiliated person after the transaction to the total number of shares in circulation. Reporting person (Sign and specify full name) 27
  • 28. FORM CBTT-05 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM -------------------------- Independence - Freedom - Happiness ----------------- No: / …….…, date … month… year……. REPORT ON THE CHANGES TO MAJOR SHAREHOLDERS’ OWNERSHIP To: -The State Securities Commission -The Stock Exchange -Public companies 1. Name of the investor being individual/entity: 2. ID/passport number (Business registration certificate number – for an entity): 3. Contact telephone number: Fax: 4. Name of the securities owned: 5. Code of the securities owned (if any): 6. Quantity and percentage of shares held before the change to the ownership (transaction): 7. Trading account No. (if any): opened with (securities company): 8. The number of shares sold/purchase/used as gift/donation (which results in a change to the ownership percentage): 9. Other reasons for the changes to the ownership percentage (if any): 10. Quantity and percentage of shares held after the change to the ownership (transaction): 11. Date on which the ownership of shares by major shareholders changes (or the date on which the transaction is completed) 12. Other major changes (if any) Reporting person (Sign and specify full name) 28
  • 29. FORM CBTT-06 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. NOTICE OF REGISTRATION OF TRANSACTIONS IN TREASURY STOCKS To: -The State Securities Commission -The Stock Exchange 1. Public company: Trading name: Head office: Telephone number: Fax: 2. Charter capital: We hereby register to redeem shares to use as treasury stocks/to sell treasury stocks of the Company (at the SE) with the following details: • Code of securities (if any): • Face value: • Total number of treasury stocks held before the transaction: • Total number registered for redemption/re-sale: • Objectives: • Capital sources (applicable for redemption): • Date of commencement of the transaction: • Date of completion of the transaction: • Trading method: • Principles of price determination: • Name of the securities company authorized to conduct the redemption/resale: • Address: • Telephone number: • Designated account for the transaction: We hereby undertake that the above information is truthful and that we shall comply with all the existing provisions./. Enclosed documents: Representative of the Company - Resolution of the board of management/general Director meeting of shareholders (Sign and seal) - Documents evidencing the capital sources to be used for redemption of shares 29
  • 30. FORM CBTT-07 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. REPORT ON THE RESULTS OF TRANSACTIONS IN TREASURY STOCKS To: -The State Securities Commission -The Stock Exchange 1. Public company: Trading name: Head office: Telephone number: Fax: 2. Charter capital: We hereby report on the trading results concerning the redemption of shares to be used for treasury stocks/sale of treasury stocks (at the SE) with the following details: • Name of the Securities company authorized to conduct the transaction: • Address: • Telephone number: • Account designated for the transaction: • Code of the securities(if any): • Face value: • Quantity registered for redemption/resale: • Implemented quantity: • Transaction period: from date..................... to date ....................... • Volume of treasury stocks currently held: • Capital sources used for redemption: • Principles of the price determination: • Trading method: *(If the registered volume is not exhausted, the public company must explain the reason therefor.) We hereby undertake that the above information is truthful and that we shall comply with all the existing provisions. Representative of the Company Director (Sign and seal) 30
  • 31. 31
  • 32. FORM CBTT-08 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. NOTICE OF TRANSACTIONS BY FOUNDING SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Public companies 1. Name of the assignor: • ID/passport number of the assignor (Business registration certificate number for an entity): • Trading account number: • Contact telephone number: Fax: • Current position in the listing organization: 2. Code of the traded securities: 3. Quantity, percentage of shares held before the transaction: 4. Name of the assignee (*): • ID/passport number of the assignee (Business registration certificate number for an entity): • Trading account number: • Contact telephone number: Fax: • Current position of the affiliated person in the listing organization (if any): • Relationship with the assignor (if any): • Quantity and percentage of shares currently held: 5. Quantity of shares for the transaction: 6. Proposed implementation schedule: from date ........ to date......... Reporting person (Sign and specify full name) (*) If the assignee is not a founding shareholder, the person conducting the transaction must produce a Resolution of the General meeting of shareholders approving such an assignment. 32
  • 33. FORM CBTT-09 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. REPORT ON THE TRANSACTION RESULTS OF FOUNDING SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Public companies 1. Name of the person conducting the assignment: • ID/passport number (Business registration certificate number for an entity): • Trading account number: • Code of the traded securities: • Quantity of shares traded in: • Quantity and percentage of shares held after the transaction: 2. Name of the assignee: • ID/passport number (Business registration certificate number for an entity): • Trading account number: • Quantity and percentage of shares held after the transaction: 3. Trading period: from date ........ to date......... Reporting person (Sign and specify full name) 33
  • 34. FORM CBTT-10 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. BUSINESS PERFORMANCE REPORT FOR THE QUARTER ………. A listed company, in addition to the disclosure of its financial statements, must also disclose information about the business performance of its subsidiary companies or of the companies over which it holds the right to control or dominate using the following Form: Targets Company A Company B Company C …. 1. Profits from business activities 2. Other profits 3. Total gross profits 4. Corporate income tax 5. Total net profits 6. Total net profits belonging to the Parent Company (*) (*) (*) (*) (*): Interpretation of the net profits of the companies to which the Parent Company are entitled Total net profits that the Parent Company gains from Companies A, B, C,...: Representative of the Company Director (Sign and seal) 34
  • 35. FORM CBTT-11 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / ….…, date … month… year……. NOTICE OF TRANSACTIONS IN SHARES BY INTERNAL SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Listing organization 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity) of the person/organization conducting the transaction: 3. Contact telephone number: Fax: 4. Current position in the listing organization: 5. Code of the traded securities: 6. Quantity and percentage of shares held before the transaction: 7. Trading account number: 8. Name of the affiliated person in the listing organization: 9. ID/passport number (Business registration certificate number for an entity) of the affiliated person: 10. Current position of the affiliated person in the listing organization (if any): 11. Relationship between the person/organization conducting the transaction and the affiliated person: 12. Quantity and percentage of shares currently held by the affiliated person: 13 Quantity of shares subscribed for sale/purchase: 14. Quantity of shares held after the transaction: 15. Objectives of the transaction: 16. Proposed schedule for the transaction: from date ........ to date......... Reporting person (Sign and specify full name) 35
  • 36. FORM CBTT-12 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. NOTICE OF THE TRANSACTIONS IN SHARE PURCHASE RIGHTS BY INTERNAL SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Listing organization 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity) of the person/organization conducting the transaction: 3. Contact telephone number: Fax: 4. Current position in the listing organization: 5. Code of the traded securities: 6. Quantity and percentage of shares held before the exercise of the purchase right: 7. Name of the affiliated person in the listing organization: 8. ID/passport number (Business registration certificate number for an entity) of the affiliated person: 9. Current position of the affiliated person in the listing organization (if any): 10. Relationship between the person/organization conducting the transaction and the affiliated person: 11. Quantity and percentage of shares currently held by the affiliated person: 12 Quantity of shares purchase rights subscribed for sale/purchase: 13. Quantity of shares proposed to be purchased corresponding to the quantity of purchase right after the assignment, gift or donation….*: 14. Quantity of shares proposed to be held after the exercise of the purchase right: 16. Proposed schedule for the transaction: from date ........ to date......... Reporting person (Sign and specify full name) (*): Quantity of shares proposed to be purchased according to the ratio of the exercise of the right, for example if the purchase rights are 1000, the exercise ratio is 5:1 then the quantity of shares proposed to be purchase shall be 200. 36
  • 37. FORM CBTT-13 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …….…, date … month… year……. REPORT ON THE RESULTS OF SHARES TRANSACTIONS BY INTERNAL SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Listing organization 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity) of the person/organization conducting the transaction: 3. Contact telephone number: Fax: 4. Current position in the listing organization: 5. Code of the traded securities: 6. Quantity and percentage of shares held before the transaction: 7. Trading account number: 8. Name of the affiliated person in the listing organization: 9. ID/passport number (Business registration certificate number for an entity) of the affiliated person: 10. Current position of the affiliated person in the listing organization (if any): 11. Relationship between the person/organization conducting the transaction and the affiliated person: 12. Quantity and percentage of shares currently held by the affiliated person: 13 Quantity of shares subscribed for sale/purchase: 14. Quantity of shares already traded (sold or purchased) 15. Quantity of shares held after the transaction: 16. Objectives of the transaction: 17. Trading period: from date ........ to date......... *(If the registered volume is not exhausted by internal shareholders, they must explain the reason therefor.) Reporting person (Sign and specify full name) 37
  • 38. FORM CBTT-14 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / ….…, date … month… year……. REPORT ON THE RESULTS OF TRANSACTIONS IN SHARE PURCHASE RIGHTS BY INTERNAL SHAREHOLDERS To: -The State Securities Commission -The Stock Exchange -Listing organization 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity) of the person/organization conducting the transaction: 3. Contact telephone number: Fax: 4. Current position in the listing organization: 5. Code of the traded securities: 6. Quantity and percentage of shares held before the exercise of the purchase right: 7. Name of the affiliated person in the listing organization: 8. ID/passport number (Business registration certificate number for an entity) of the affiliated person: 9. Current position of the affiliated person in the listing organization (if any): 10. Relationship between the person/organization conducting the transaction and the affiliated person: 11. Quantity and percentage of shares currently held by the affiliated person: 12 Quantity of shares purchase rights subscribed for sale/purchase: 13. Quantity of shares purchase rights already sold or purchased: 14. Quantity of shares proposed to be held after the exercise of the purchase right: 15. Trading period: from date ........ to date......... *(If the registered volume is not exhausted by internal shareholders, they must explain the reason therefor.). Reporting person (Sign and specify full name) 38
  • 39. FORM CBTT-15 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / ….…, date … month… year……. NOTICE OF THE TRANSACTIONS IN THE RIGHT TO PURCHASE FUND CERTIFICATES BY RELATED SUBJECTS To: -The State Securities Commission -The Stock Exchange 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity): 3. Contact telephone number: Fax: 4. Current position in the investment fund: 5. Code of the fund certificates traded: 6. Quantity and percentage of fund certificates held before the transaction: 7. Trading account number: 8. Quantity of the right to purchase fund certificates subscribed for sale/purchase: 9. Quantity of fund certificates proposed to be purchased corresponding to the quantity of purchase right after the assignment, gift or donation….*: 10. Quantity of fund certificates proposed to be held after the exercise of the purchase right: 11. Trading method: 12. Objectives of the transaction: 13. Proposed schedule for the transaction: from date ........ to date......... (*): Quantity of fund certificates proposed to be purchased according to the ratio of the exercise of the right, for example if the purchase rights are 1000, the exercise ratio is 5:1 then the quantity of fund certificates proposed to be purchase shall be 200. Reporting person (Sign and specify full name) 39
  • 40. FORM CBTT-16 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / …, date … month… year……. REPORT ON THE RESULTS OF THE TRANSACTIONS IN FUND CERTIFICATES BY RELATED SUBJECTS To: -The State Securities Commission -The Stock Exchange 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity): 3. Contact telephone number: Fax: 4. Current position in the investment fund (or the fund management company): 5. Code of the fund certificates traded: 6. Quantity and percentage of fund certificates held before the transaction: 7. Quantity of fund certificates already sold or purchased: 8. Quantity of fund certificates held after the transaction: 9. Trading method: 10. Objectives of the transaction: 11. Trading period: from date ........ to date......... Reporting person (Sign and specify full name) 40
  • 41. FORM CBTT-17 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / .…, date … month… year……. REPORT ON THE RESULTS OF THE TRANSACTIONS IN THE RIGHT TO PURCHASE FUND CERTIFICATES BY RELATED SUBJECTS To: -The State Securities Commission -The Stock Exchange 1. Name of the person/organization conducting the transaction: 2. ID/passport number (Business registration certificate number for an entity): 3. Contact telephone number: Fax: 4. Current position in the investment fund (or the fund management company): 5. Code of the fund certificates traded: 6. Quantity and percentage of fund certificates held before the transaction: 7. Quantity of rights to purchase fund certificates subscribed for sale/purchase: 8. Quantity of rights to purchase fund certificates already sold or purchased: 9. Quantity of fund certificates proposed to be held after the exercise of the purchase right: 10. Trading method: 11. Objectives of the transaction: 12. Trading period: from date ........ to date......... Reporting person (Sign and specify full name) 41
  • 42. FORM CBTT-18 (Issued with Circular……… 2009/TT-BTC dated …………… 2009 of the Minister of Finance on disclosures of information on the securities market) Name of the Company SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness -------------------------- ----------------- No.: / ………, date … month… year… NOTICE OF OFFERS OF SECURITIES FOR OUTBOUND SALE To: -The State Securities Commission -The Stock Exchange (if a registration for listing has been made) 1. Company: Trading name: Head office: Telephone number: Fax: Charter capital: Business sector: Code of securities: Face value: 2. Information about the offer: - Face value: - Total quantity of securities to be offered for outbound sale: - Total value of offered securities: - Plan for using the capital to be raised: - Time of the offer: - Venue of the offer: - Underwriter: + Principal underwriter: 1. Company:........(specify the address of the head office, telephone number, fax number for transaction purpose). 2. Company:........(specify the address of the head office, telephone number, fax number for the transaction purpose). 3. ......... + Co-underwriters: 1. Company:........(specify the address of the head office, telephone number, fax number for the transaction purpose). 2. Company:.....(specify the address of the head office, telephone number, fax number for the transaction purpose). 3. ......... - Auditor: Company:.....(specify the address of the head office, telephone number, fax number for the transaction purpose) - Consultant: Company: .....(specify the address of the head office, telephone number, fax number for the transaction purpose) We hereby undertake that the above information is truthful and that we shall comply with all the existing provisions./. Representative of the Company General Director/Director (Sign and seal) 42