Thông tư 57/2004/TT-BTC

CIRCULAR

GUIDING THE DISCLOSURE OF INFORMATION ON THE SECURITIES MARKET

In implementation of the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and securities market (Decree No. 144/2003/ND-CP) the Finance Ministry hereby guides the disclosure of information on the securities market as follows:

I. GENERAL PROVISIONS

1. Information-disclosing subjects

Information-disclosing subjects include issuing organizations, listing organizations, fund management companies, securities companies and the Securities Trading Center or the Stock Exchange.

2. Requirements for information disclosure

2.1. The information disclosure must be full, timely and accurate according to law provisions.

2.2. The information disclosure by issuing organizations, listing organizations, fund management companies and securities companies must be effected by their general directors (directors) or their authorized information-disclosing employees. The general directors (directors) must take responsibility for the information contents disclosed by their authorized information-disclosing employees.

Issuing organizations, listing organizations, fund management companies and securities companies must register the information disclosure authorization with the Securities Trading Center or the Stock Exchange according to a set form. Replacement of information-disclosing employees must be notified in writing to the Securities Trading Center or the Stock Exchange at least 05 working days in advance.

2.3. When disclosing information, issuing organizations, the Securities Trading Center or the Stock Exchange must concurrently report such information to the State Securities Commission.

When disclosing information, listing organizations, securities companies and fund management companies must concurrently report such information to the State Securities Commission, the Securities Trading Center or the Stock Exchange.

3. Means of information disclosure

Information shall be disclosed through the mass media, publications of organizations and companies, and information-disclosing means of the Securities Trading Center or Stock Exchange.

Documents and reports sent to the State Securities Commission, the Securities Trading Center or Stock Exchange shall be in writing. For quarterly and annual financial statements and annual reports, issuing organizations, listing organizations, securities companies and fund management companies must also enclose therewith the information-storing floppy disks or files to the addresses notified by the State Securities Commission, the Securities Trading Center or the Stock Exchange.

4. Preservation and archival of information

The information-disclosing subjects shall preserve and archive reported and disclosed information according to law provisions.

II. INFORMATION DISCLOSURE BY ISSUING ORGANIZATIONS, LISTING ORGANIZATIONS

1. Periodical information disclosure by issuing organizations and listing organizations

1.1. Issuing organizations and listing organizations shall periodically disclose information as prescribed in Article 52 of Decree No. 144/2003/ND-CP.

1.2. The disclosure of information on annual financial statements is specified as follows:

1.2.1. The date of completion of an annual financial statement is the date the accredited audit organization signs the audit report. The time limit for completion of annual financial statements is within 90 days as from the last day of the financial year. The time limit for reporting and information disclosure is within 10 days as from the date of completion of annual financial statements.

1.2.2. The information contents disclosed on financial statements include: The accounting balance sheet, the production and business result report, the cash flow report, the financial statement's written explanation according to the law provisions on accounting.

1.2.3. Issuing organizations and listing organizations must disclose annual reports, made according to a set form, and annual financial statements concurrently.

1.2.4. Annual financial statements and annual reports of issuing organizations and listing organizations shall be disclosed in their publications and archived for at least 2 years at their head-offices for reference by investors.

1.2.5. Issuing organizations and listing organizations shall disclose summarized annual financial statements according to a set form in three consecutive issues of a central newspaper or a local newspaper of the locality where they are headquartered or through the information-disclosing means of the Securities Trading Center or the Stock Exchange.

1.3. Disclosure of information on quarterly and biannual financial statements

1.3.1. The time limit for completion of quarterly financial statements is within the first 20 days of the subsequent quarter. The time limit for reporting and disclosing information is within 5 days as from the date of completion of quarterly or biannual financial statements. Quarterly financial statements must not be audited. Biannual financial statements may be incorporated in second-quarter reports rather than be made separately.

1.3.2. The information contents disclosed on quarterly and biannual financial statements of issuing organizations and listing organizations include: The accounting balance sheet and the production and business result report.

1.3.3. Quarterly and biannual financial statements of issuing organizations and listing organizations shall be disclosed in their publications and archived at least until the end of the fiscal year at their head-offices for reference by investors.

1.3.4. Issuing organizations and listing organizations shall disclose quarterly and biannual financial statements, made according to a set form, through the information-disclosing means of the Securities Trading Center or the Stock Exchange.

1.4. Disclosure of information on financial statements in case of receiving contributed capital from, or contributing capital to, other organizations:

1.4.1. In cases where an issuing organization or a listing organization owns 50% or more of the equity or contributed capital of another organization or another organization holds 50% or more of the equity or contributed capital of the issuing organization or listing organization, the information contents disclosed on annual, biannual and quarterly financial statements must include the contents of one of the following statements:

- The consolidated financial statement; or

- The financial statement of the issuing organization or listing organization and the financial statement of the owned or contributed capital-receiving organization; or

- The financial statement of the issuing organization or listing organization and the financial statement of the holding organization.

1.4.2. Where the prescribed time limit for information disclosure has expired but the issuing organizations or listing organizations still do not have all financial statements of the owned or contributed capital-receiving or holding organizations, they must report to the State Securities Commission, the Securities Trading Center or the Stock Exchange on the delay reasons and the time for disclosure of all statements.

Issuing organizations or listing organizations shall disclose their production and business results when available, clearly stating that:

"These disclosed information contents do not yet include the production and business results of (specifying the names of the owned or contributed capital-receiving or holding organizations.")

2. Extraordinary information disclosure by issuing organizations and listing organizations

2.1. Issuing organizations and listing organizations shall disclose extraordinary information under the provisions of Article 53 of Decree No. 144/2003/ND-CP.

2.2. Big changes in the companies' production and business activities, which must be disclosed under the provisions of Point a, Clause 1, Article 53 of Decree No. 144/2003/ND-CP include:

2.2.1. Their bank accounts are suspended or blocked; or the blocking orders are cancelled and the accounts are permitted to resume;

2.2.2. Their business registration certificates or operation licenses are withdrawn;

2.2.3. The Managing Boards' decisions to change the applied accounting regime;

2.2.4. The shareholders' congresses' resolutions on the payment of dividends; or the shareholders' congresses' or members' councils' resolutions on amendments and supplements to the company charters or restructuring of the companies, annual production and business targets and plans;

2.2.5. Other resolutions of the shareholders' congresses;

2.2.6. Bad debts are valued at 10% or more of their equities or contributed capital;

2.2.7. Decisions to invest 10% or more of their equities into another organization;

2.2.8. Decisions to provide loans or invest in bonds equal to 30% or more of the equity or contributed capital of another organization;

2.2.9. Having patents; copyright over new technologies or technical cooperation greatly affecting their production and business activities;

2.2.10. Their production and business activities cease for more than 1 month; are suspended or are resumed;

2.2.11. There are decisions to suspend the sale of their products on the market; to withdraw their products valued at 10% or more of their equities from circulation for a given period;

2.2.12. Decisions to open or close down their subsidiary companies, branches, factories or representative offices;

2.2.13. Decisions to change the names and addresses of the head-offices of the companies, their subsidiary companies, branches, factories or representative offices;

2.2.14. Convening the shareholders' congresses (venue, time, agenda, conditions and participants);

2.2.15. Decisions to change personnel related to the Managing Boards/Members' Councils, general directors (directors), deputy general directors (deputy directors), chief accountants, Control Boards.

2.3. Issuing organizations must report in writing to the State Securities Commission; listing organizations must report in writing to the State Securities Commission, the Securities Trading Center or the Stock Exchange on the events specified at Point 2.1, Point 2.2, Clause 2 of Section II above within 24 hours after their occurrence and must announce such events on the information-disclosing means of the Securities Trading Center or the Stock Exchange.

2.4. When disclosing extraordinary information, issuing organizations and listing organizations must clearly state the occurred events, their causes, remedy plans and measures (if any).

3. Information disclosure by issuing organizations and listing organizations upon request

3.1. Issuing organizations and listing organizations must disclose information when so requested by the State Securities Commission, the Securities Trading Center or the Stock Exchange under the provisions of Article 54 of Decree No. 144/2003/ND-CP.

3.2. Issuing organizations and listing organizations must disclose information upon request through the mass media or the information-disclosing means of the Securities Trading Center or the Stock Exchange. The information contents must clearly state the events disclosed at the request of the Securities Trading Center or the Stock Exchange; their causes and truthfulness of such events.

III. INFORMATION DISCLOSURE BY SECURITIES COMPANIES

1. Information disclosure by securities companies to investors

1.1. Securities companies shall have to supply information on listing organizations and securities investment funds to investors, with the contents specified at Point 1.3 and Point 1.5, Clause 1, Section V of this Circular.

1.2. Securities companies shall have to publicize information specified in Clause 3, Article 56 of Decree No. 144/2003/ND-CP.

2. Securities companies' disclosure of information on annual financial statements

Securities companies shall disclose information on their annual financial statements under the provisions of Clause 2, Article 56 of Decree No. 144/2003/ND-CP specifically as follows:

2.1. The date of completion of an annual financial statement is the date the accredited audit organization signs the audit report. The time limit for completion of annual financial statements is within 90 days as from the last day of the financial year. The time limit for reporting and information disclosure is within 10 days as from the date of completion of annual financial statements.

2.2. The information contents disclosed by securities companies on their financial statements include: The accounting balance sheet, the production and business result report, the cash flow report, the financial statement's written explanation according to the law provisions on accounting.

2.3. Securities companies must disclose information on their annual reports, made according to a set form, and their annual financial statements concurrently.

2.4. Annual financial statements and annual reports of securities companies shall be disclosed in their publications and archived for at least 2 years at their head-offices for reference by investors.

2.5. Securities companies shall disclose their summarized annual financial statements, made according to a set form, in the information-disclosing means of the Securities Trading Center or the Stock Exchange.

3. Extraordinary information disclosure by securities companies

3.1. Securities companies shall disclose extraordinary information under the provisions of Clause 4, Article 56 of Decree No. 144/2003/ND-CP.

3.2. Important changes in the companies' business activities, which must be disclosed under the provisions of Point e, Clause 4, Article 56 of Decree No. 144/2003/ND-CP include:

3.2.1. The companies fall into the state of bankruptcy; competent agencies' decisions to dissolve the companies;

3.2.2. Competent agencies' decisions to withdraw their business registration certificates or securities trading licenses;

3.2.3. Decisions to consolidate, merger, separate, split or transform the companies, to contribute joint-venture capital;

3.2.4. Decisions to amend and supplement their charters; change their names;

3.2.5. Decisions to increase or reduce their charter capital;

3.2.6. Decisions to add, stop or reduce one or more of their licensed securities trading forms and services;

3.2.7. Decisions to open or close their branches, transaction bureaus or order-receiving agents; change the addresses of their head-offices, branches, transaction bureaus or order-receiving agents;

3.2.8. Their general directors (directors), deputy-general directors (deputy directors) have their securities trading practice certificates withdrawn;

3.3. Securities companies must report in writing to the State Securities Commission, the Securities Trading Center or the Stock Exchange on the events specified at Points 3.1 and 3.2, Clause 3, Section III above within 24 hours after the occurrence of such events and announce information thereon on the information-disclosing means of the Securities Trading Center or the Stock Exchange within 3 days as from the date such events occur.

3.4. When disclosing extraordinary information, securities companies must clearly state the occurred events, their causes and remedy plan and measures (if any).

IV. INFORMATION DISCLOSURE BY FUND MANAGEMENT COMPANIES

1. Extraordinary information disclosure by fund management companies

1.1. Fund management companies shall disclose extraordinary information under the provisions of Clause 1, Article 57 of Decree No. 144/2003/ND-CP.

1.2. Important changes in the companies' business activities, which must be disclosed under the provisions of Point g, Clause 1, Article 57 of Decree No. 144/2003/ND-CP include:

1.2.1. Competent agencies' decisions to suspend or withdraw their business registration certificates or securities investment fund management licenses;

1.2.2. Decisions to consolidate, merger, separate, split or transform the companies, to contribute joint-venture capital;

1.2.3. Decisions to open or close their branches, representative offices; change the addresses of their head-offices, branches and/or representative offices;

1.2.4. Decisions to change their names; increase or reduce their charter capital, amend and supplement their charters;

1.2.5. Their general directors (directors), deputy general directors (deputy directors) or fund executives have their securities investment fund management certificates withdrawn;

1.2.6. They suffer from losses equal to 30% or more of their asset value because they have to pay damages to investors or due to any objective causes.

1.3. Events which may affect the investment operation situation of the securities investment funds having their certificates listed at the Securities Trading Center or Stock Exchange and must be disclosed under the provisions of Point i, Clause 1, Article 57 of Decree No. 144/2003/ND-CP include:

1.3.1. Decisions to change the funds' operation and investment strategies and objectives;

1.3.2. Decisions to liquidate or dissolve the funds;

1.3.3. Decisions to amend and supplement the funds' charters;

1.3.4. Decisions to change their management companies or supervising banks;

1.3.5. Decisions to increase the funds' investment capital;

1.3.6. Decisions to convene the investors' congresses;

1.3.7. Decisions to issue the securities investment funds' certificates to the public in order to mobilize capital; to register or cancel the listing of such certificates;

1.3.8. Competent agencies' decisions to withdraw their certificate issuance licenses;

1.3.9. Decisions to suspend or cancel the rounds of issuance or distribution of the securities investment funds' certificates.

1.4. Fund management companies must report in writing to the State Securities Commission, the Securities Trading Center or the Stock Exchange on the events specified at Point 1.1, Point 1.2 and Point 1.3, Clause 1, Section IV above and announce information thereon on the information-disclosing means of the Securities Trading Center or the Stock Exchange within 24 hours after the occurrence of such events.

1.5. When disclosing extraordinary information, fund management companies must clearly state the occurring events, their causes and remedy plan and measures (if any).

2. Information disclosure by fund management companies upon request

2.1. Fund management companies must report and disclose information when so requested by the State Securities Commission, the Securities Trading Center or the Stock Exchange when:

2.1.1. There are rumors which may affect the issuance or prices of investment funds' certificates and need to be verified;

2.1.2. Abnormal changes in the prices and traded volumes of investment fund certificates;

2.1.3. There appears information related to the fund management companies, which seriously affects the investors' interests;

2.1.4. Other cases deemed necessary by the State Securities Commission, the Securities Trading Center or the Stock Exchange.

2.2. Fund management companies must disclose information upon request through the mass media or the information-disclosing means of the Securities Trading Center or the Stock Exchange. The disclosed information must clearly state the events disclosed at the request of the State Securities Commission, the Securities Trading Center or the Stock Exchange; their causes and extent of truthfulness of such events.

V. INFORMATION DISCLOSURE BY THE SECURITIES TRADING CENTER OR STOCK EXCHANGE

1. Contents of information disclosed by the Securities Trading Center or the Stock Exchange

1.1. The contents of information disclosed by the Securities Trading Center or the Stock Exchange shall comply with the provisions of Article 55 of Decree No. 144/2003/ND-CP.

1.2. Information on securities trading at the Securities Trading Center or the Stock Exchange

1.2.1. Information during trading hours:

- Total types of securities permitted for trading;

- The previous day's closing prices, execution prices, expected prices, levels and codes of fluctuation of the price of each type of securities;

- Three best bids and offers of stocks and investment fund certificates, enclosed with the volumes ordered for purchase and sale corresponding to such price levels.

1.2.2. Periodical information during a trading day:

- Total types of securities permitted for trading on the day;

- Securities price index;

- Stock price fluctuation levels on the trading day;

- Number of orders and volumes ordered for purchase/sale, the value corresponding to each type of securities;

- Total trading volume of the whole market (according to each order-match round; trading day);

- Prices, traded volumes and value of each type of securities:

+ Order matching (according to each order-match round and trading day);

+ Agreements (if any);

+ Securities trading by foreign investors (if any);

+ Re-deeming and re-sale of stocks by listing organizations (if any);

- The securities-holding ratios of foreigners and the remaining volumes of each type of securities permitted for purchase;

- Trading of 5 types of stocks with the biggest listing values and 5 types of stocks with the highest market prices.

- Interest rates of traded bonds; the best interest rates of purchase and sale orders, interest rates of issued bonds, maturity time.

- Other information which must be disclosed according to the State Securities Commission's regulations.

1.3. Information on listing organizations

1.3.1. General information on listing activities:

- Names of securities, volumes, par values and issuance prices;

- Information on first-time listing;

- Information on additional listing;

- Information on de-listing;

- Information on listing change;

- Information on re-listing;

- Information on sanctions against listing organizations;

- Other information.

1.3.2. Periodical, extraordinary and requested information on issuing organizations and listing organizations shall comply with the provisions of Article 52, Article 53 and Article 54 of Decree No. 144/2003/ND-CP and Clause 1, Clause 2 and Clause 3, Section II of this Circular.

1.4. Information on securities companies being members of the Securities Trading Center or the Stock Exchange

1.4.1. General information on members:

- Information on admission of members;

- Information on sanctions against members, trading representatives;

- Information on membership termination;

- Other information.

1.4.2. Periodical and extraordinary information on securities companies, members of the Securities Trading Center or the Stock Exchange shall comply with the provisions of Article 56 of Decree No. 144/2003/ND-CP and Clause 2 and Clause 3, Section III of this Circular.

1.5. Information on fund management companies and securities investment funds

1.5.1. Information on the investment situation of securities investment funds with their certificates listed at the Securities Trading Center or the Stock Exchange reported by fund management companies to the State Securities Commission, the Securities Trading Center or the Stock Exchange for disclosure, includes:

- Weekly, monthly, quarterly and annual reports on the changes in the net asset value of the securities investment funds, made according to a set form;

- Monthly, quarterly and annual reports on the situation of assets of securities investment funds, made according to a set form;

- Monthly, quarterly and annual reports on investment results of securities investment funds, made according to a set form;

- Monthly, quarterly and annual reports on a number of basic targets of securities investment funds, made according to a set form;

- Annual reports on the situation of operation of securities investment funds, made according to a set form.

1.5.2. Extraordinary and requested information on fund management companies shall comply with the provisions of Article 57 of Decree No. 144/2003/ND-CP and Clause 1 and Clause 2, Section IV of this Circular.

1.6. Market management information

- Information on suspension of, or permission to resume, the trading of listed securities;

- Information on securities which are subject to control or no longer subject to control;

- Information on transactions of organizations, individuals or related persons, which bring about changes in the holding of 5%, 10%, 15% and 20% of the equities of listing organizations; information on transactions of organizations, individuals or related persons that intend to hold up to 25% of the equity or are holding 25% or more of the equity of a listing organization, information on public bid transactions of organizations, individuals or related persons.

- Information on stock transactions of members of the Managing Boards, Directorates, chief accountants, Control Boards and related persons;

- Information on transactions to take over listing organizations;

- Information on handling of violations of the law provisions on the market operation;

- Guidance and notices of the State Securities Commission, the Securities Trading Center or the Stock Exchange on the market management.

1.7. Information on activities of securities registration, custody and clearing payment

- Information on admission, suspension from operation or permission for resumption of operation of custody members;

- Information on stolen, forged or circulation-banned securities;

- Information on the securities custody and temporary cessation of securities custody at the Securities Trading Center or the Stock Exchange;

- Information on securities registration and custody, and cancellation of securities custody registration.

1.8. The Securities Trading Center or the Stock Exchange must disclose information on the events specified at Points 1.3, 1.4, 1.5, 1.6 and 1.7, Clause 1, Section V above right after such events occur or right after they receive reports or information disclosure notices of issuing organizations, listing organizations, securities companies and fund management companies.

2. Information-disclosing means of the Securities Trading Center or the Stock Exchange

2.1. The Securities Trading Center or the Stock Exchange shall guide in detail issuing organizations, listing organizations, securities companies and fund management companies in sending file attachments together with documents and written reports for information disclosure.

2.2. The Securities Trading Center or the Stock Exchange shall disclose market information through their information-disclosing means, including a securities market bulletin, website and electronic screen at the Securities Trading Center or the Stock Exchange, end terminals and publications as well as other means.

2.3. The Securities Trading Center or the Stock Exchange may use the mass media for information disclosure.

2.4. The Securities Trading Center or the Stock Exchange shall supply information on listing organizations and securities investment funds to their member securities companies. Such member securities companies shall have to further supply such information to investors.

VI. POSTPONEMENT OF INFORMATION DISCLOSURE

1. Information not to be disclosed

1.1. In order to keep some information from disclosure, issuing organizations, listing organizations, securities companies or fund management companies must send written requests therefor to the State Securities Commission for consideration and approval.

1.2. Issuing organizations, listing organizations, securities companies or fund management companies shall be approved by the State Securities Commission to keep the following information from disclosure:

- Information that may affect national security, defense and interests;

- Information that may disclose business secrets, harm organizations and/ or companies;

- Information that causes misunderstanding, thus affecting investors' interests.

2. Postponement of information disclosure

2.1. Where the information disclosure cannot be effected on time for force majeure reasons, issuing organizations, listing organizations, fund management companies or securities companies must report such to the State Securities Commission, Securities Trading Center or Stock Exchange and must effect the information disclosure right after the force majeure events are overcome.

2.2. After receiving the requests of issuing organizations, listing organizations, securities companies or fund management companies, the State Securities Commission shall notify in writing its approval of the postponement of the information disclosure and at the same time clearly state the time such organizations or companies must disclose the postponed information. The postponement of information disclosure must be announced on their information-disclosing means.

VII. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 15 days after its publication in the Official Gazette. The State Securities Commission, the Securities Trading Center or Stock Exchange, issuing organiza-tions, listing organizations, securities com-panies, securities investment fund management companies and concerned organizations and individuals shall have to implement this Circular.

2. Any problems arising in the course of implementation should be reported by the concerned organizations and individuals to the Finance Ministry for study, guidance and settlement.