THE MINISTRY OF FINANCE
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom - Happiness
No.:09/2010/TT-BTC
Hanoi, January 15, 2010
 
 
CIRCULAR
ON DISCLOSURE OF INFORMATION ON THE SECURITIES MARKET
 
THE MINISTRY OF FINANCE
 
 
Pursuant to Law 70-2006-QH11 on Securities of the National Assembly dated 29 June 2006,
Pursuant to Decree 118-2008-ND-CP of the Government dated 27 November 2008 on functions, duties powers and organizational structure of the Ministry of Finance:
The Ministry of Finance provides the following guidelines on disclosure of information on the securities market:
 
 
I.      GENERAL PROVISIONS
 
1. Applicable entities
Entities which must disclose information comprise public companies, issuing organizations making a public offer of bonds, organizations which are listed or registered for trading, securities companies fund management companies, securities investment companies, the Stock Exchange (SE) and affiliated persons.
2. Requirements when disclosing information
A disclosure of information must be complete, accurate and prompt in accordance with law
A disclosure of information must be made by the legal representative of a company or by an authorized person. The legal representative of the company shall be responsible for the contents of information disclosed by the authorized person.
If any information affects the price of securities, the legal representative of the company or the person authorized to disclose information must certify or correct such information within a time-limit of twenty four (24) hours from the time of receipt of such information or upon request of a State administrative body.
2.3. A disclosure of information must be made at the same time as a report on the contents of disclosed
information to the State Securities Commission (SSC) or the SE specifically as follows:
2.3.1. When a public company, an issuing organization making a public offer of bonds a securities company or a fund management company makes a disclosure of information there must be a simultaneous report made to the SSC:
2.3.2. When an organization which is listed or registered for trading, a member securities company, a public securities investment company, a fund management company managing a public fund or a public securities investment company makes a disclosure of information, there must be a simultaneous report made to the SSC and to the SE;
2.3.3. The date of submitting the report on information disclosure shall be the date on which the report is sent as evidenced by the postal seal, the date on which the report is faxed, sent via email or published on the website, or shall be the date recorded in the receipt of the report.
2.4. In the case of any change to the contents of disclosed information, the entities which must disclose information as stipulated in clause 1 of Section I of this Circular shall be required to prepare simultaneously a report and a written explanatory statement to the SSC
2.5. The SE shall, on a quarterly basis, make a general report on compliance with the law on information disclosure by organizations which are listed or registered for trading and member securities companies, and send same to the SSC.
2.6. The SE shall provide information to its member securities companies about organizations which are listed or registered for trading. Such member securities companies shall be responsible to immediately supply the above-mentioned information in a complete manner to investors.
3. People authorized to disclose information
Public companies, issuing organizations making a public offer of bonds, organizations which are listed or registered for trading, securities companies, fund management companies and securities investment companies must register the person authorized to disclose information in accordance with  Appendix 1 . If the authorized person is changed, then written announcements must be made to the SSC and SE at least five (5) working days prior to such change.
4. Methods and forms for disclosing information
4.1 A disclosure of information shall be made in and on the following information disclosure media
4.1.1. Annual report, electronic information site (website) and other publication of the entity making the disclosure;
4.1.2. Information disclosure media of the SSC comprising electronic information site, newsletter and other publication of the SSC;
4.1.3. Information disclosure media of the SE comprising securities market newsletter, electronic information site of the SE. and electronic display board at the SE;
4.1.4. Other mass media in accordance with law.
4.2. Data and reports sent to the SSC and the SE must be in the form of written reports or electronic data in accordance with guidelines of the SSC and the SE.
4.3 Entities disclosing information as stated in clause 1 of Section I of this Circular (except for individuals) must set up their own electronic information sites (website). Such sites must have a shareholder relationship column which must include company charter, internal administration rules, annual reports, periodical financial reports to be disclosed in accordance with regulations, and issues relating to meetings of the general meeting of shareholders. In addition, information to be disclosed in accordance with this Circular must be regularly updated onto those sites. The entities disclosing information must notify the SSC and SE and also make a public announcement of the address of their information site and any changes relating to such address.
5. Temporary postponement of information disclosure
If it is impossible to make a disclosure of information within the stipulated time-limit due to a force majeure event, entities disclosing information must make a report to the SSC and SE and make a disclosure of information immediately after such force majeure event has been remedied.
The temporary postponement of information disclosure must be announced on the information disclosure media of the SSC. SE and the organization disclosing information, and the reason for such temporary postponement must be specified.
6. Preservation and archiving of information
Entities disclosing information shall preserve and archive reported and disclosed information in accordance with law.
7. Dealing with offences regarding information disclosure
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
1.1. No later than ten (10) days from expiry of the period for completion of annual financial statements, a public company must make a disclosure of information about its annual financial statements audited by an independent auditing firm which satisfies practicing conditions in accordance with regulations of the Ministry of Finance.
1.2. The contents of information to be periodically disclosed about annual financial statements shall be as follows:
1.2.1 The contents of information to be disclosed about annual financial statements shall comprise the accounting balance sheet, a report on results of business operation, a cash flow report an explanation of the financial statements in accordance with the law on accounting and an audit report. The explanation of the financial statements must state all the contents stipulated by the law on accounting. If the explanation refers to an appendix, such appendix must be disclosed together with the explanation of the financial statements. The explanation must specifically state the contents of transactions entered into with related parties in accordance with Accounting Standards number 26 and the Circular providing guidelines on Accounting Standards number 26, and must contain departments' reports as stipulated in Accounting Standards number 28 and the Circular providing guidelines on Accounting Standards number 28. In a case where the currency recorded in the accounting books is not Vietnamese dong. the public company must make a simultaneous disclosure of its financial statements in the currency recorded in the accounting books and also in Vietnamese dong;