Quyết định 515/QD-UBCK

DECISION

ON THE PROCEDURES FOR THE SECURITIES MARKET PARTICIPANTS TO DISCLOSE INFORMATION ON THE ELECTRONIC INFORMATION PORTAL OF THE STATE SECURITIES COMMISSION AND SEND REPORTS TO THE STATE SECURITIES COMMISSION

THE PRESIDENT OF THE STATE SECURITIES COMMISSION

Pursuant to the Law on Securities No. 70/2006/QH11 on June 29, 2006;

Pursuant to the Law on amending and supplementing the Law on Securities No. 62/2010/QH12 on November 24, 2010;;

Pursuant to the Prime Minister’ Decree No. 112/2009/QD-TTg on September 11, 2009 on defining the functions, tasks, powers and organizational structure of the State Securities Commission affiliated to the Ministry of Finance;

Pursuant to Circular No. 52/2012/TT-BTC on April 05, 2012 from the Ministry of Finance on the information disclosure on the securities market;

At the proposal of the Director of the Market Development Department,

DECIDES:

Article 1. Promulgating together with this Decision the Procedures for the securities market participants to disclose information on the electronic information portal of the State Securities Commission and send reports to the State Securities Commission.

Article 2. This Decision takes effect as from its signing.

Article 3. The Chief officers, Heads of units affiliated to the State Securities Commission; the Stock Exchange, the Stock Depository Center, and relevant organizations, individuals are responsible to implement this Decision.

PROCEDURES

FOR THE SECURITIES MARKET PARTICIPANTS TO DISCLOSE INFORMATION ON THE ELECTRONIC INFORMATION PORTAL OF THE STATE SECURITIES COMMISSION AND SEND REPORTS TO THE STATE SECURITIES COMMISSION

(Promulgated together with the Decision No. 515/QD-UBCK on June 25, 2012 by the President of the State Securities Commission)

Implementing the Ministry of Finance’s Circular No. 52/2012/TT-BTC on April 05, 2012 guiding the information disclosure on the securities market (the Circular No. 52/2012/TT-BTC), the State Securities Commission guides the subjects within the scope of regulation of this Circular on disclosing information on the electronic information portal of the State Securities Commission and sending reports to the State Securities Commission as follows:

I. GENERAL PROVISIONS

1. Subjects disclosing information on the electronic information portal of the State Securities Commission and send reports to the State Securities Commission

Public companies, issuance organizations (except for issuing bonds guaranteed by the Government), securities companies, fund management companies, the Stock Exchange, the Stock Depository Center and relevant persons.

2. Form of information transmission

a) Information formats

The information disclosed on the electronic information portal of the State Securities Commission and reported to the State Securities Commission by the securities market participants shall be transmitted in:

- Writing (the originals with valid signs and seals as prescribed by law);

- Electronic data (format requirements: The .doc and .xls files must fully contain the name and position of the person that signs the document, the number and date; .pdf files must contain the signature and seal of the company).

b) Methods of sending information:

- The subjects of information disclosure are responsible to send written information by post to the State Securities Commission or directly at the State Securities Commission office, and concurrently send electronic information by email to the State Securities Commission.

- In emergencies, the subjects of information disclosure may send information by fax and send the originals to the State Securities Commission.

3. The contents being disclosed

The information prescribed in the Circular No. 52/2012/TT-BTC including:

- Periodic information

- Irregular information

- Information on demand

4. Persons in charge of information disclosure

The information of the company shall be disclosed by only one person being:

- The legal representative of the company, or

- The person authorized to disclose information.

In case the person in charge of information disclosure is the person authorized to disclose information, the legal representative of the company must be responsible for the information disclosed by the authorized person.

5. Address to receive information being reported or disclosed on the electronic information portal of the State Securities Commission

a) For documents of information disclosure or report

- The address to receive written information: The State Securities Commission – 164 Tran Quang Khai, Hoan Kiem District, Hanoi. (Notes: The envelope reads:  Information disclosure and report), Telephone: 04. 39340 773; Fax: 04. 39350 054.

- Address to receive electronic information:

+ For documents not applying digital certificate: [email protected]v.vn

+ For documents applying digital certificate: send to [email protected] and follow the guidance from the State Securities Commission on digital certificate application..

b) For reports

- For reports not applying digital certificate:

The written reports and electronic reports shall be sent to the direct functional department (the envelope reads “Report”). In particular:

+ Public companies: The Issuance Management Department – The State Securities Commission – 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 344, email: [email protected].

+ Securities companies (including public securities companies): The Business Management Department – the State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 410, Email: quanlykinhdoanh@ssc.gov.vn.

+ Fund management companies  (including public fund management companies): The Fund Management Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 323, Email: [email protected].

+ The Stock Exchange:

Ø Reports on supervision: The Market Supervision Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 317, Email: [email protected].

Ø Report on issuance and posting: The Issuance Management Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 344, Email: quanly[email protected].

Ø Report on members: The Business Management Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 403, Email: [email protected].

Ø General reports on the operation of the Stock Exchange: The Market Development Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 432, Email: [email protected].

In case the general reports contain the important information related to the supervision of other Departments, the Market Development Department shall transfer the reports to other Departments for reference.

+ The Stock Depository Center: The Market Development Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi. Telephone: 04.3934.0750 - 432, Email: [email protected].

- For electronic reports applying digital certificate: send to [email protected] and follow the guidance from the State Securities Commission on digital certificate application.

c) For information sent via the information disclosure and report reception system via the online portal: follow the provisions and guidance from the State Securities Commission.

6. Time limits for processing and disclosing information on the electronic information portal of the State Securities Commission

a) Time limits for processing and disclosing information

Right after receiving the information that needs to be disclosed from the subjects of information disclosure, the State Securities Commission shall consider its validity and post it on the electronic information portal of the State Securities Commission if such information is conformable to the law provisions. In particular:

- The periodic information disclosure shall be posted on the electronic information portal of the State Securities Commission within 2 working days as from receiving the information being disclosed from the subjects of information disclosure.

- The irregular information disclosure shall be posted on the electronic information portal of the State Securities Commission within 12 hours as from receiving the information being disclosed from the subjects of information disclosure.

- The information disclosure on demand shall be posted on the electronic information portal of the State Securities Commission within 24 hours as from receiving the information being disclosed from the subjects of information disclosure.

- The information received after 3.00 PM shall be considered tomorrow’s.

b) The time of receiving information being disclosed

- For written information: according to the postal date stamp or the document date stamp;

- For information sent by fax: according to the time such information is received by the State Securities Commission.

- For information sent by email: according to the mail arrival time displayed on the email software.

- For information received via the information disclosure and report reception system: according to the time displayed on the system server.

7. Responsibilities and obligation to disclose information and report on the electronic information portals of the State Securities Commission

- The subjects of information disclosure are obligated to sufficiently, accurately and promptly disclose the information and bear responsibilities before the law for the disclosed information.

- If the State Securities Commission find that the information disclosed or reported by the subjects of information disclosure is not consistent with the actual condition of the company, or detect the inauthenticity of the sent information or the violations of information disclosure, the company shall be liable to penalties as prescribed by current law provisions and compelled to rectify the disclosed information as prescribed by law provisions on information disclosure on the securities market.

II. PROCEDURES FOR INFORMATION DISCLOSURE

1. Registering the information disclosure on the electronic information portal of the State Securities Commission

- For the legal representative: the company shall send written registration to the State Securities Commission specifying the legal representative’s full name, contact address, working telephone, mobile number, email, ID/passport number under the Annex I promulgated together with this Procedures.

- For the person authorized to disclose information: the company shall send written registration to the State Securities Commission for 01 person authorized to disclose information under Annex 1 of the Circular No. 52/2012/TT-BTC.

- The company shall submit only 01 email address for sending information being disclosed on the electronic information portal of the State Securities Commission and provide general information about the company for the State Securities Commission to post the enterprise profile on their electronic information portal before the company disclose information under Annex I promulgated together with this Procedures.

In case the person authorized to disclose information or the company’s email address is changed, the State Securities Commission must be notified in writing at least five (05) working days before such change.

- The address to receive information disclosure registration: The Information and Public Relation Department - The State Securities Commission - 164 Tran Quang Khai, Hoan Kiem District, Hanoi (directly or by post) and send the registration file to the email: [email protected]

The subjects of information disclosure and report on the electronic information portal of the State Securities Commission must register within 20 days as from the date of signing of this Decision.

2. Information disclosure and reports on the electronic information portals of the State Securities Commission

a) Disclosing information of unlisted public companies, issuance organizations

Step 1: Send information to the State Securities Commission

The subjects of information disclosure shall send information needed to be disclosed under the form in Annex II promulgated together with this Procedures to the address specified in Point a Clause 5 Section I of this Procedures.

Step 2: Verify information

The State Securities Commission (the office) is responsible to receive the disclosed information from the subjects of information disclosure and:

+ Verify the validity of the information (in accordance with the forms and contents prescribed in the Circular No. 52/2012/TT-BTC);

+ Verify the authenticity of the person in charge of information disclosure and the departure address of the information being disclosed (the email registered to send information of subjects of information disclosure) in accordance with the contents registered with the State Securities Commission;

+ If necessary, the State Securities Commission shall contact and request the person in charge of information disclosure to verify the information being disclosed by the company;

Step 3: Disclose information

After examining the information sent by subjects of information disclosure, if such information complies with the Circular No. 52/2012/TT-BTC the office shall disclose it on the electronic information portal of the State Securities Commission within the time limits prescribed in Clause 2 Section I of this Procedures and transfer the documents to the functional units according to the address specified in Point b Clause 5 Section 1 of this Procedures.

Step 4: Rectify information

+ The companies are responsible to verify the information being posted on the electronic information portal of the State Securities Commission. If any inaccuracy is detected, the company must promptly report to the State Securities Commission by telephone: 04.3934.0773 together with the written rectification to the email [email protected] within 24 hours as from detecting such inaccurate information.

+ In case the State Securities Commission find that the information being sent is inaccurate or inconsistent with the prescribed forms, the company shall be requested to rectify such information. The company then must promptly rectify and send the accurate information to the State Securities Commission according to the reception address specified in Point a Clause 5 Section I of this Procedures within 24 hours as from being requested by the State Securities Commission.

b) Disclosing information of listed public companies (including listed organizations) and relevant subjects

Step 1: The subjects shall disclose information as prescribed by the Stock Exchange.

Step 2: After verifying the validity of the information disclosure documents, the Stock Exchange shall disclose the information in accordance with the procedures of the Stock Exchange and transfer the information disclosure documents (electronic data if the documents use digital signatures; electronic data and written document if the documents do not use digital signatures) of the subjects of information disclosure to the State Securities Commission according to the address specified in Point a Clause 5 of this Procedures.

Step 3: Right after receiving the documents transferred by the Stock Exchange, the State Securities Commission (the office) shall disclose the information on the website of the State Securities Commission and transfer the documents to the functional departments as prescribed in Point b Clause 5 Section I of this Procedures.

c) The documents of the information being disclosed concurrently with the reports shall be sent to the email: [email protected]. The office is responsible to receive and disclose the information on the electronic information portal of the State Securities Commission and delegate the management to the functional department according to the address prescribed in Point b Clause 5 Section I of this Procedures.

III. PROCEDURES FOR REPORT

1. Public companies, securities companies, fund management companies, issuance organizations, major shareholders, founding shareholders, internal shareholders and relevant persons;  The Stock Exchange, the Stock Depository Center are responsible to send reports to the State Securities Commission as prescribed in the Circular No. 52/2012/TT-BTC.

These subjects are responsible to send reports to the functional departments affiliated to the State Securities Commission according to the address prescribed in Point b Clause 5 Section I of this Procedures.

2. The functional departments are responsible to verify the validity of the reports. If the reports are incorrect and unsatisfactory, the functional departments shall contact the organizations/individuals in charge of the report contents for explanation and rectification.

3. If necessary, heads of the functional departments are responsible to transfer the reports to The office for disclosing information on the electronic information portal of the State Securities Commission for the investors’ reference.

IV. ORGANIZING THE IMPLEMENTATION

1. The Information Technology Department is responsible to guide the subjects of information disclosure to register the digital signatures, provide technical supports for the units affiliated to the State Securities Commission in receiving and disclosing information; establish the automatic system of receiving and disclosing information and ensure the smooth operation of this system.

2. The functional departments must strictly follow the internal information disclosure procedures for receiving and storing information from subjects of information disclosure related to their management.

3. during the course of implementation, any request for amendment and supplement should be send to the Market Development Department. On the basis of obtaining opinions from the units, the Market Development Department shall consider and submit to the Commission leaders for settlement.

4. The amendment and supplement of this Procedures shall be decided by the President of the State Securities Commission.