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Legal Update

Circular 09 on Disclosure of Information on the Securities Market

31 March 2010
Mayer Brown JSM Legal Update

The Ministry of Finance on 15 January 2010 issued Circular 09/2010/TT-BTC providing guidelines on publicising information on the securities market (Circular 09), replacing Circular 38/2007/TT-BTC dated 18 April 2007.

In respect of the applicable entities within its scope, Circular 09 sets out the requirements on information disclosure, the persons authorised to disclose information, the media and forms used for disclosing information and detailed information on the frequency and type of disclosures that must be made by each applicable entity.

Applicable Entities

The following entities (Applicable Entities) in Vietnam must disclose information under Circular 09:

  1. Public companies
  2. Issuing organisations making a public offer of bonds
  3. Listing and transactions registration organisations
  4. Securities companies
  5. Fund management companies
  6. Securities investment companies
  7. The Stock Exchange (SE)
  8. Affiliated persons

Requirements on information disclosure

A disclosure of information must be complete, accurate and prompt, and must be in accordance with the law.

A disclosure of information must be made by the legal representative of the company or by a person authorised to disclose information. The legal representative is responsible for the contents of the information disclosed by the authorised person. If any disclosure of information affects the price of securities, the legal representative or the person authorised to disclose information must certify or correct such information within 24 hours from the time of becoming aware of such information or at the request of the regulatory authority.

A disclosure of information must be made at the same time as a report is sent to the State Securities Commission (SSC) and the SE.

Person authorised to disclose information

Except for the SE and individuals, all Applicable Entities mentioned above must register persons authorised to disclose information. Where there is any change in the authorised person, written notice must be provided to the SSC and SE at least five working days before such change takes place.

Media and forms for disclosing information

  • Disclosure of information must be conducted using any of the following means:
    1. Annual report, website and other publication of the entity making the disclosure
    2. Information disclosure media of the SSC: website, newsletter, and other publication of the SSC
    3. Information disclosure media of the SE: website, newsletter, and electronic display board at the SE
    4. Other mass media as stipulated in the law
  • Documents and reports sent to the SSC and the SE must be in both hard and soft copies in accordance with the guidelines of the SSC or the SE.
  • Applicable Entities disclosing information (except individuals) must have a website that sets out the required disclosure content: shareholder information, corporate charter, internal management rules, annual reports, periodical financial statements and matters relevant to the general shareholders' meetings. The website must also regularly update this content in accordance with the guidelines in Circular 09. The Applicable Entities (excluding individuals) must notify the SSC and the SE and publicly announce the address of their website.

Disclosure of information by each Applicable Entity

Circular 09 sets out the requirements for frequency and types of information disclosure by each Applicable Entity. These requirements are summarised in the attached table, "Publicising Information on the Securities Market".

Circular 09 took effect from 1 March 2010.

For inquiries related to this Client Alert, please contact:

Dao Nguyen ( )

Hoang Anh Nguyen ( )

Mai Phuong Nguyen ( )

Learn more about our Vietnam offices, Corporate & Securities and Financial Services Regulatory & Enforcement practices.

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