Bản dịch văn bản 38/2007/TT-BTC
Circular 38/2007/TT-BTC
Cơ quan ban hành: Bộ Tài chính
Ngày ban hành: 2007-04-18

CIRCULAR Guiding the disclosure of information on the securities market In implementation of Securities Law No. 70/2006/QH11 of June 29, 2006 (Securities Law), the Ministry of Finance guides the disclosure of information on the securities market as follows: I. GENERAL PROVISIONS 1. Obliged information disclosers Obliged information disclosers include public companies and issuing organizations conducting public offerings of bonds, listed organizations, securities companies, fund management companies, securities investment companies, stock exchanges, securities trading centers and concerned individuals. 2. Requirements on information disclosure 2.1. Disclosed information must be sufficient, accurate and timely according to law. 2.2. Information disclosure must be effected by directors or general directors or authorized persons. Directors or general directors are responsible for information disclosed by authorized persons. When there is information disclosed by any person that affects securities prices, the person authorized to disclose information must confirm or correct such information within twenty four (24) hours after such information is disclosed. 2.3. Information disclosure must be effected at the same time with reporting on the disclosed information to the State Securities Commission, stock exchanges or securities trading centers, specifically: a/ Public companies and issuing organizations conducting public offerings of bonds, securities companies, fund management companies, stock exchanges or securities trading centers shall disclose information at the same time with reporting to the State Securities Commission. b/ Issuing organizations, member securities companies, public securities investment companies and fund management companies managing public funds/public securities investment companies shall disclose information at the same time with reporting to the State Securities Commission, stock exchanges or securities trading centers. 2.4. Information disclosure must be effected concurrently on the mass media. 2.5. Stock exchanges and securities trading centers shall provide information on issuing organizations, fund management companies managing public funds/public securities investment companies; public funds and public securities investment companies for member securities companies. Member securities companies shall fully supply such information to investors. 3. Persons authorized to disclose information Public companies, issuing organizations conducting public offerings of bonds, listed organizations, securities companies, fund management funds and securities investment companies shall register their persons authorized to disclose information according to a set form. In case of change of persons authorized to disclose information, at least five (5) working days before the change, they shall report it in writing to the State Securities Commission, stock exchanges or securities trading centers. 4. Media and forms of information disclosure 4.1. Information shall be disclosed through the following media: a/ Annual reports, websites and other publications of obliged information disclosers. b/ Media of disclosure of information of the State Securities Commission, including annual reports, websites and other publications of the State Securities Commission. c/ Media of a stock exchange or securities trading center, including securities market bulletins and websites of the stock exchange or securities trading center, electronic display screens at the stock exchange or securities trading center, and terminal stations at the stock exchange or securities trading center. d/ Mass media. 4.2. Public companies, issuing organizations conducting public offerings of bonds, securities companies and fund management companies shall disclose information through the media specified at Items a, b and d, Point 4.1 of this Clause. 4.3. Listed organizations, member securities companies, public securities investment companies and fund management companies managing public funds/public securities investment companies shall disclose information through the media specified at Items a, b, c and d, Point 4.1 of this Clause. 4.4. Stock exchanges and securities trading centers shall disclose information through the media specified at Items b, c and d, Point 4.1 of this Clause. 4.5. Documents and reports addressed to the State Securities Commission, stock exchanges and securities trading centers may be presented in writing and electronically according to regulations of the State Securities Commission, stock exchanges and securities trading centers. 4.6. Obliged information disclosers shall set up their own websites and regularly update these websites with information under the provisions of this Circular. They shall publicize and notify their website addresses and any changes related thereto to the State Securities Commission, stock exchanges and securities trading centers. 5. Preservation and storage of information Obliged information disclosers shall preserve and store reported and disclosed information according to law. 6. Handling of violations related to information disclosure Organizations and individuals committing acts of violation of the provisions of law on information disclosure shall, depending on the nature and severity of their violation, be disciplined, administratively sanctioned or examined for penal liability; if causing damage, they shall pay compensations in accordance with law. II. DISCLOSURE OF INFORMATION OF PUBLIC COMPANIES 1. Disclosure of periodical information Within ten (10) days from the date of having an annual financial statement audited, a public company shall disclose periodical information on the annual financial statement under the provisions of Clauses 1 and 2, Article 16 of the Securities Law, specifically: 1.1. Date of completion of the annual financial statement is the date the accredited audit organization signs the audit report. The time limit for completion of an annual financial statement is ninety (90) days from the end of the fiscal year. 1.2. Information to be disclosed on an annual financial statement covers: balance sheet, report on business results; cashflow report; and written explanation about the financial statement as provided for by the accounting law. For public companies operating in a special sector, they shall disclose their annual financial statements according to a form of financial statement issued or approved by the Ministry of Finance. 1.3. For a public company that is the parent company of another organization, information to be disclosed on its annual financial statement covers: financial statement of the public company (parent company) and consolidated financial statement as provided for by the accounting law. 1.4. A public company shall make and disclose its annual reports according to a set form concurrently with disclosing annual financial statements. 1.5. A public company shall disclose its summarized annual financial statements according to a set form on three consecutive issues of a central newspaper and a newspaper of the locality where it is headquartered or through the media of the State Securities Commission. 1.6. A public company shall disclose its annual financial statements and annual reports on its publications and website and preserve them for at least ten (10) years at its head office for reference by investors. 2. Disclosure of extraordinary information 2.1. Public companies shall disclose extra-ordinary information under the provisions of Clauses 2 and 3, Article 101 of the Securities Law, specifically: 2.1.1. A public company shall disclose extra-ordinary information within twenty four (24) hours after the occurrence of any of the following events: a/ Its bank account is frozen or its frozen bank account is permitted to resume; b/ It suspends business; c/ Its business registration certificate or establishment and operation license or operation license is revoked; d/ Approval of a decision by a General Shareholders' Meeting under Article 104 of the Enterprise Law; e/ Making of a decision by the Board of Directors on the redemption of the company's stocks or resale of purchased stocks; on the date of exercise of the right to purchase stocks of owners of bonds associated with the right to purchase stocks or the date of conversion of convertible bonds into stocks, and decisions related to offerings under Clause 2, Article 108 of the Enterprise Law, results of private issuances of the public company; f/ Issuance of a decision on institution of a criminal case involving a Board of Directors member, the director or general director, a deputy director or deputy general director or chief accountant of the company; issuance of a court judgment or ruling related to the company's operation; issuance of a tax agency's conclusion on the company's tax-law violation. 2.1.2. A public company shall disclose extraordinary information within seventy two (72) hours after any of the following events occurs: a/ Making of a decision on borrowing loans or issuing bonds valued at thirty per cent (30%) or more of actual capital; b/ Making of a decision by the Board of Directors on the company's medium-term development plan or strategy or annual business plan; a decision on change of the applied accounting method; c/ The company receives a notice of a court that the court has accepted its request for opening of enterprise bankruptcy procedures. 2.2. Public companies shall disclose information on events specified at Points 2.1.1 and 2.1.2 above on their publications and websites and the website of the State Securities Commission. 2.3. When disclosing extraordinary information, public companies shall clearly state the occurred event, its cause, plan and solutions (if any). 3. Disclosure of information upon request 3.1. A public company shall disclose information under Clause 4, Article 101 of the Securities Law within twenty four (24) hours after receiving a request of the State Securities Commission upon the occurrence of any 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 greatly affects securities prices and needs to be confirmed. 3.2. A public company shall disclose information upon request through its publications and website, the mass media or the media of the State Securities Commission. Disclosed information must clearly state the event on which information is requested by the State Securities Commission to be disclosed; and the cause and authenticity of that event. III. DISCLOSURE OF INFORMATION OF ISSUING ORGANIZATIONS CONDUCTING PUBLIC OFFERINGS OF BONDS 1. Time of disclosure of information An issuing organization conducting a public offering of bonds (bond-issuing organization) shall disclose information under the provisions of this Circular from the time of issuance of bonds to the public to the time of completion of bond payment. 2. Information to be disclosed by a bond-issuing organization covers: 2.1. Periodical information A bond-issuing organization shall disclose periodical information on its annual financial statements under the provisions of Clause 1, Section II of this Circular. 2.2. Extraordinary information 2.2.1. A bond-issuing organization shall disclose information on events specified at Items a, b and c, Point 2.1.1, and at Point 2.1.2, Clause 2, Section II of this Circular on its publications and website and on the website of the State Securities Commission. 2.2.2. When disclosing extraordinary information, a bond-issuing organization shall clearly state the occurred event, its cause, plan and solutions (if any). IV. DISCLOSURE OF INFORMATION OF LISTED ORGANIZATIONS 1. Disclosure of periodical information 1.1. A listed organization shall disclose periodical information on its annual financial statements under the provisions of Clause 1, Section II of this Circular. 1.2. A listed organization shall disclose periodical information on its quarterly financial statements within five (5) days from the date of completion of quarterly financial statements, specifically: 1.2.1. A quarterly financial statement shall be completed before the 20th of the first month of the subsequent quarter. Quarterly financial statements are not required to be audited. 1.2.2. Information to be disclosed on a quarter annual financial statement covers: balance sheet, report on business results; cashflow report; and written explanation about the financial statement as provided for by the accounting law. For a listed organization operating in a special sector, it shall disclose its quarter financial statements according to a form of financial statement issued or approved by the Ministry of Finance. If the business result between two reporting periods fluctuates by five per cent (5%) or more, a listed organization shall clearly state the reason for the fluctuation in the quarterly financial statement. 1.2.3. A listed organization shall disclose summaries of its quarterly financial statements according to a set form through the media of the State Securities Commission, the stock exchange or securities trading center. 1.2.4. Quarterly financial statements of a listed organization must be disclosed on its publications and website and preserved for at least twelve (12) subsequent months at its head office for reference by investors. 2. Disclosure of extraordinary information 2.1. A listed organization shall disclose extraordinary information within twenty four (24) hours from the time of loss of assets valued at ten per cent (10%) of its owner capital or from the time of occurrence of any of the events specified at Point 2.1.1, Clause 2, Section II of this Circular; or within seventy two (72) hours from the time of occurrence of any of the events specified at Point 2.1.2, Clause 2, Section II of this Circular, on its publications and website and through the media of the stock exchange or securities trading center. 2.3. When disclosing extraordinary information, a listed organization shall clearly state the occurred event, its cause, plan and solutions (if any). 3. Disclosure of information upon request 3.1. A listed organization shall disclose information under Clause 3, Section II of this Circular within twenty four (24) hours after receiving a request of the State Securities Commission, a stock exchange or securities trading center. 3.2. A listed organization company shall disclose information upon request of the State Securities Commission, a stock exchange or securities trading center through its publications and website, the mass media or the media of the State Securities Commission, the stock exchange or securities trading center. Disclosed information must clearly state the event on which information is requested by the State Securities Commission, the stock exchange or securities trading center to be disclosed; and the cause and authenticity of that event. 4. Disclosure of information on transactions of internal shareholders 4.1. When a member of the Board of Directors or the Control Board, the director or general director, a deputy director or deputy general director or chief accountant of a listed organization or an affiliated person wishes to trade stocks of the listed organization, including transfer not through the transaction system of a stock exchange or securities trading center (giving as a gift, donation, inheritance, etc.), he/she shall report it to the State Securities Commission, the stock exchange or securities trading center at least one (01) working day before conducting such a transaction. Within three (03) working days from the date of completion of the transaction, the transaction-conducting person shall report to the State Securities Commission, the stock exchange or securities trading center and the listed organization on the transaction result, the shareholding percentage after the transaction is conducted, and the rate of change of the shareholding percentage according to a set form. 4.2. If a member of the Board of Directors or the Control Board, the director or general director, a deputy director or deputy general director or chief accountant of a listed organization or an affiliated person cannot conduct a transaction, within three (03) working days from the expected date of completion of the transaction, he/she shall report it to the State Securities Commission, the stock exchange or securities trading center. V. DISCLOSURE OF INFORMATION OF SECURITIES COMPANIES AND FUND MANAGEMENT COMPANIES 1. Disclosure of periodical information 1.1. A securities company or fund management company shall disclose periodical information on its annual financial statements under Points 1.1, 1.2, 1.3, 1.4 and 1.6, Clause 1, Section II of this Circular. 1.2. A securities company shall disclose summaries of its annual financial statements according to a set form; a fund management company shall disclose summaries of its annual financial statements according to a set form on three consecutive issues of a central newspaper and a newspaper of a locality where the company is headquartered or through the media of the State Securities Commission, a stock exchange or securities trading center. 2. Disclosure of extraordinary information 2.1. A securities company or fund management company shall disclose extraordinary information within twenty four (24) hours from the time of occurrence of any of the following events: a/ There is a decision on institution of a criminal case involving a Board of Directors or Members' Council member, the president, director or general director, deputy director or deputy general director or chief accountant; b/ The General Shareholders' Meeting or Members' Council or the owner of the company adopts a contract on merger with another company; c/ The company suffers a loss valued at ten per cent (10%) or more of its assets; d/ The company sees a change in a Board of Directors or Members' Council member, the president, director or general director, deputy director or deputy general director; the company appoints or dismisses an executive officer of a securities investment fund; e/ The company undergoes important changes in its business activities, including: - Falling in the state of bankruptcy; dissolution as decided by a competent agency; - A transaction leading to a change in the share ownership or capital contribution right accounting for ten per cent (10%) or more of its charter capital; - Suspension of operation; termination of operation or revocation of its establishment and operation license as decided by a competent agency; - Decision on merger, split-up, division, contribution of joint venture capital or transformation of the company; - Decision on amendment and supplementation of the company charter; change of the company name; - Decision on charter capital increase or decrease; - Decision on increase, discontinuation or reduction of one or several securities business types and securities services already licensed; - Decision on opening or closure of a branch, representative office, transaction office or order-receiving agent; relocation of the head office, a representative office, a branch, transaction office or an order-receiving agent; - The director, deputy director or general director or deputy general director has his/her securities practice certificate withdrawn. 2.2. A securities company or fund management company shall disclose information on events specified at Point 2.1 above on its publications and website and the media of the State Commission Securities, a stock exchange or securities trading center. 2.3. When disclosing extraordinary information, a listed organization shall clearly state the occurred event, its cause, plan and solutions (if any). 3. Disclosure of information upon request 3.1. A securities company or fund management company shall disclose information within twenty four (24) hours after receiving a request of the State Securities Commission, a stock exchange or securities trading center when there is information relating to the company that seriously affects lawful interests of investors. 3.2. A securities company or fund management company shall disclose information upon request of the State Securities Commission, a stock exchange or securities trading center through its publications and website, the mass media, or the media of the State Securities Commission, the stock exchange or securities trading center. Disclosed information must clearly state the event on which information is requested by the State Securities Commission, the stock exchange or securities trading center to be disclosed; and the cause and authenticity of that event. 3.3. A securities company shall disclose information at its head office, branches and order-receiving agents on changes of addresses of head office, branches or order-receiving agents, modes of transaction, placement of orders, payment of deposits, time of payment, transaction charges, provided services and the list of the company's securities practitioners under Clause 3, Article 104 of the Securities Law. VI. DISCLOSURE OF INFORMATION ON PUBLIC FUNDS 1. Disclosure of periodical information on public funds 1.1. Within ten (10) days from the date of having an annual asset statement audited under Clause 1, Article 105 of the Securities Law, a fund management company shall disclose periodical information on its annual asset statement, specifically: 1.1.1. Date of completion of an annual asset statement of a public fund is the date the accredited audit organization signs the audit report. The time limit for completion of an annual asset statement is ninety (90) days from the end of the fiscal year. 1.1.2. Annual asset statements of a public fund must be preserved for at least ten (10) years at its management company's head office for reference by investors. 1.1.3. A fund management company shall disclose summaries of annual asset statements of a public fund according to a set form on three consecutive issues of a central newspaper and a newspaper of the locality where the company is headquartered or through the media of the State Securities Commission or a stock exchange. 1.2. A fund management company shall disclose periodical information on a public fund, specifically: 1.2.1. It shall disclose weekly, monthly, quarterly and annual reports on a public fund's net asset value according to a set form on the company's publications and website and the media of the State Securities Commission or a stock exchange. 1.2.2. It shall disclose a public fund's monthly, quarterly and annual asset reports according to a set form on the company's publications and website and the media of the State Securities Commission or a stock exchange. 1.2.3. It shall disclose a public fund's monthly, quarterly and annual reports on the investment situation and results according to a set form on the company's publications and website and the media of the State Securities Commission or a stock exchange. 1.2.4. The time limits for reporting and disclosing information prescribed at Point 1.2.1, 1.2.2 and 1.2.3 above as follows: - Weekly reports must be made and disclosed on the first working day of the subsequent week; - Monthly reports must be made and disclosed within five (05) working days from the last day of the month; - Quarterly reports must be made and disclosed within twenty five (25) days from the last day of the quarter; - Annual reports must be made and disclosed within ninety (90) days from the last day of the year; 2. Disclosure of extraordinary information on public funds 2.1. A fund management company shall report to the stock exchange for disclosure of information under Clause 2, Article 107 of the Securities Law within twenty four (24) hours after the occurrence of any of the following events to a public fund: a/ Adoption of a decision by the Investors' Congress; b/ Decision on offering of the public fund's certificates; c/ Grant of a fund establishment registration certificate to the public fund; d/ Decision on change of the public fund's investment capital; e/ Revocation of the certificate of offering of the public fund's certificates; f/ An offering of the public fund's certificates is suspended or terminated; g/ Amendment and supplement to the public fund's charter and/or prospectus. 2.2. A fund management company shall disclose information on events specified at Points 2.1 above on its publications and websites and the media of a stock exchange. 2.3. When disclosing extraordinary information, a fund management company shall clearly state the occurred event, its cause, plan and solutions (if any). 3. Disclosure of information upon request on public funds 3.1. A fund management company shall disclose information within twenty four (24) hours after receiving a request of the State Securities Commission or a stock exchange upon the occurrence of any of the following events: a/ There are rumors affecting the offering or prices of a public fund's certificates; b/ There arise abnormal changes in the prices and traded quantities of a public fund's certificates. 3.2. A fund management company shall disclose information on a public fund upon request of the State Securities Commission or a stock exchange through the company's publications and website, the mass media or the media of the stock exchange. Disclosed information must clearly state the event on which information is requested by the State Securities Commission or the stock exchange to be disclosed; and the cause and authenticity of that event. VII. DISCLOSURE OF INFORMATION OF SECURITIES INVESTMENT COMPANIES Public securities investment companies shall disclose information under the provisions of Sections IV and VI of this Circular. VIII. DISCLOSURE OF INFORMATION OF STOCK EXCHANGES AND SECURITIES TRADING CENTERS Stock exchanges and securities trading centers shall disclose information under the provisions of Article 107 of the Securities Law, specifically: 1.1. Information during trading hours: a/ Total number of types of securities permitted for trading; b/ The preceding day's closing prices, opening/closing prices of each session/day, executed prices, projected prices (in case of periodical order matching), levels and symbols of price fluctuations of each type of securities; c/ Three best levels of bid and asked prices of stocks and certificates of investment funds enclosed with the corresponding quantities ordered to purchase and sell at these price levels. 1.2. Periodical information on a trading day: a/ Management symbols of traded securities; b/ Total number of types of securities permitted for trading on the day; c/ VN index and its fluctuations compared with the preceding trading day; d/ Level of securities price fluctuation on the trading day; e/ Number of orders, quantities ordered to purchase/sell, corresponding value of each type of securities; f/ Total traded quantity on the entire market (by order matching time and trading day); g/ Price, quantity and value of traded securities of each type: - Order matching (by order matching time and trading day for periodical order matching and by trading day for continuous order matching); - Agreements (if any); + Securities trading by foreign investors (if any); + Stock redemption and re-sale by listed organizations (if any); h/ Securities-holding ratios of foreigners and remaining limit of each type of securities still allowed for purchase; i/ Information on 10 types of stocks with the largest traded quantities and 10 types of stocks with the biggest price fluctuations compared with the nearest trading day; j/ Information on 10 types of stocks with the highest listed value and 10 types of stocks with the highest market prices; k/ Information on traded bonds, including types of bonds, interest rates, maturity date, executed prices, current profit ratio and profit ratio upon maturity; l/ Other information to be disclosed as required by the State Securities Commission. 2. Information on organizations listed at the stock exchanges and securities trading centers; information on member securities companies; fund management companies managing public funds/public securities investment companies; public funds, public securities investment companies 2.1. Information on listed organizations 2.1.1. General information on listing activities: a/ Names, quantities and par values of securities; b/ Information on initial listing; c/ Information on additional listing; d/ Information on delisting; e/ Information on listing change; f/ Information on re-listing; g/ Information on split and reverse split of stocks; h/ Information on sanctions against listed organizations; i/ Other information. 2.1.2. Periodical and extraordinary information, and information upon request on listed organizations under Clauses 1, 2 and 3, Section IV of this Circular. 2.2. Information on securities companies which are members of the stock exchange or securities trading center 2.2.1. General information on members: a/ Information on member admission; b/ Information on sanctions against members and transaction representatives; c/ Information on termination of membership status; d/ Other information. 2.2.2. Periodical and extraordinary information, and information upon request on member securities companies under Clauses 1, 2 and 3, Section V of this Circular. 2.3. Information on fund management companies managing public funds/public securities investment companies 2.3.1. General information on fund management companies: a/ Information on the number of fund management companies; b/ Information on the number of securities investment funds/securities investment companies managed by fund management companies; c/ Information on sanctions against fund management companies; d/ Other information. 2.3.2. Periodical and extraordinary information, and information upon request on fund management companies under Clauses 1, 2 and 3, Section IV of this Circular. 2.4. Information on public funds 2.4.1. General information on public funds: a/ Information on the number of public funds; b/ Other information. 2.4.2. Periodical and extraordinary information, and information upon request on public funds under Clauses 1, 2 and 3, Section IV of this Circular. 2.5. Information on public securities investment funds 2.5.1. General information on public securities investment funds: a/ Information on the number of public securities investment funds; b/ Information on sanctions against public securities investment funds; c/ Other information. 2.5.2. Information under Section VII of this Circular. 3. Supervisory information on the operation of the securities market 3.1. Supervisory information on the operation of the securities market covers: a/ Information on suspension of trading in listed securities or permission for resumption of trading; b/ Information on controlled securities or securities no longer controlled; c/ Information in transactions that reduce or increase 1% or more of major shareholders' ratios of ownership of outstanding stocks of the same type; information on transactions of organizations, individuals or affiliated persons that intend to hold up to twenty five per cent (25%) of total shares or that are holding twenty five per cent (25%) or more of total shares of a listed organization; information on public bids of organizations, individuals or affiliated persons; d/ Information in stock trading of members of the Boards of Directors and Control Boards, general directors (directors), deputy general directors (deputy directors), chief accountants and affiliated persons; e/ Information on transactions to take over listed organizations; f/ Information on violations of information disclosure regulations committed by listed organizations, securities companies, fund management companies or securities investment companies; g/ Information on handling of violations of the law on the operation of the securities market; h/ Instructions and notifications of the State Securities Commission, stock exchanges and securities trading centers on market management and supervision. 3.2. The stock exchanges and securities trading centers shall disclose information on events specified in Clause 2 and Point 3.1, Clause 3 of Section VIII above as soon as events occur or they receive reports or notifications on information disclosure of listed organizations, member securities companies, fund management companies or public securities investment companies. IX. ORGANIZATION OF IMPLEMENTATION 1. This Circular takes effect 15 days after its publication in "CONG BAO". Organizations that have not yet set up websites shall promptly set up websites for information disclosure under the provisions of this Circular. 2. The State Securities Commission, stock exchanges and securities trading centers, public companies and issuing organizations conducting public offerings of bonds, listed organizations, securities companies, fund management companies, securities investment funds and concerned organizations and individuals shall implement this Circular.