DECISION

REGULATIONS ON INFORMATION DISCLOSURE AT HANOI STOCK EXCHANGE

GENERAL DIRECTOR OF HANOI STOCK EXCHANGE

Pursuant to Decision No. 01/2009/QD-TTg dated January 2, 2009 of Prime Minister on establishment of the Hanoi Stock Exchange;

Pursuant to Charter of the Hanoi Stock Exchange issued under Decision No. 2882/QD-BTC dated November 22, 2013 of Minister of Finance;

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

Pursuant to Law on amendment to Law on Securities No. 62/2010/QH12 dated November 24, 2010;

Pursuant to Law on Enterprises No. 68/2014/QH13 dated November 26, 2014;

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Pursuant to Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government on amendments to Decree No. 58/2012/ND-CP dated July 20, 2012 on elaborating to Law on Securities and Law on amendments to Law on Securities;

Pursuant to Circular No. 155/2015/TT-BTC dated October 6, 2015 of Minister of Finance guiding information disclosure on securities market;

Pursuant to Circular No. 123/2015/TT-BTC dated August 19, 2015 of Minister of Finance guiding foreign investment in the Vietnamese securities market;

Pursuant to Resolution No. 79/NQ-HDQT dated August 15, 2016 of the Board of Directors of the Hanoi Stock Exchange approving draft Regulations on information disclosure at the Hanoi Stock Exchange;

Pursuant to Official Dispatch No. 5786/UBCK-PTTT dated August 29, 2016 of the State Securities Commission approving issuance of the Regulations on information disclosure at the Hanoi Stock Exchange;

At request of Director of Market Information Department,

HEREBY DECIDES:

Article 1. Attach the Regulations on information disclosure at the Hanoi Stock Exchange to this Decision.

Article 2. This Decision comes into force from the date of signing and supersedes Decision No. 250/QD-SGDHN dated June 6, 2013 of the General Director of the Hanoi Stock Exchange on issuance of Regulations on information disclosure at the Hanoi Stock Exchange.

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PP. GENERAL DIRECTOR
DEPUTY DIRECTOR IN CHARGE




Nguyen Thi Hoang Lan

REGULATIONS

INFORMATION DISCLOSURE AT THE HANOI STOCK EXCHANGE
(Attached to Decision No. 606/QD-SGDHN dated September 29, 2016 of General Director of the Hanoi Stock Exchange)

Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

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2. Regulated entities:

a) Listed organizations;

b) Registered organizations;

c) Member securities companies;

d) Exchange traded fund (ETF);

dd) Investors required to disclose information in accordance with regulations and law, including:

- Investors who are insiders of listed organizations, registered organizations, insiders of the ETF, and individuals related to the insiders;

- Majority shareholders, relevant individuals holding at least 5% of the outstanding shares with voting rights of listed organizations, registered organizations; founding shareholders of listed organizations and registered organizations during the period in which they are restricted from transfer;

- Investors or groups of relevant investors purchasing securities in order to become majority shareholders of listed organizations, registered organizations;

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e) Other relevant organizations and individuals as per the law.

Article 2. Definitions

In this Regulation, the terms below are construed as follows:

1. “SSC” means the Social Securities Commission

2. “HNX” means the Hanoi Stock Exchange

3. “VSD” means the Vietnam Securities Depository

4. “Website” means a webpage/information portal

5. “E-mail” means electronic mail

6. “ETF” means the Exchange traded fund

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8. “Group of related foreign investors” includes foreign organizations related to each other in accordance with Clause 7 Article 2 of Circular No. 123/2015/TT-BTC dated August 19, 2015 of Minister of Finance guiding foreign investment in Vietnamese securities market.

9. “Registered organization” means an organization registering for trade on the Unlisted Public Company Market (UPCoM) system.

10. “Listed organization” means an organization that has their securities listed on the HNX.

11. “Member securities company” means a securities company approved by the HNX to become a member of the VSE trading listed securities; registered securities, and derivatives.

12. “Fund management company” means a funding management company that lists ETF certificates on the HNX.

13. “Company information management system” (hereinafter referred to as the “CIMS”) means the HXN’s system that receives reports and disclosed information of listed organizations, registered organizations, member securities companies, and fund management companies.

14. “Trade date” and “settlement date” shall conform to Clause 14 Article 2 of Circular No. 155/2015/TT-BTC and the following regulations:

- Regarding call option for deposited securities: trade date shall be the date on which the parties request transfer of call option at the depository participants; settlement date shall be the date on which the VSD verifies the effect of the call option transfer.

- Regarding call option for non-deposited securities: trade date shall be the date on which the parties request transfer of call option at issuers; settlement date shall be the date on which issuers verify the effect of the call option transfer.

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15. Decree No. 58/2012/ND-CP: Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government on elaborating to Law on Securities and Law on amendments to Law on Securities.

16. Decree No. 42/2015/ND-CP: Decree No. 42/2015/ND-CP dated May 5, 2015 of the Government on derivatives and derivatives market.

17. Decree No. 60/2015/ND-CP: Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government on amendments to Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government on elaborating to Law on Securities and Law on amendments to Law on Securities.

18. Circular No. 229/2012/TT-BTC: Circular No. 229/2012/TT-BTC dated December 27, 2012 of Minister of Finance guiding establishment and management of exchange traded fund.

19. Circular No. 200/2014/TT-BTC: Circular No. 200/2014/TT-BTC dated December 22, 2014 of Minister of Finance guiding accounting policies for enterprises.

20. Circular No. 123/2015/TT-BTC: Circular No. 123/2015/TT-BTC dated August 19, 2015 of Minister of Finance guiding foreign investment in the Vietnamese securities market.

21. Circular No. 155/2015/TT-BTC: Circular No. 155/2015/TT-BTC dated October 6, 2015 of Minister of Finance guiding information disclosure on securities market.

22. Circular No. 162/2015/TT-BTC: Circular No. 162/2015/TT-BTC dated October 26, 2015 of Minister of Finance guiding public offering, offering of shares for swap, issuance of shares for swap, issuance of additional shares, share repurchase, sale of treasury share, and tender offer.

23. Circular No. 11/2016/TT-BTC: Circular No. 11/2016/TT-BTC dated January 19, 2016 of Minister of Finance guiding Decree No. 42/2015/ND-CP dated May 5, 2015 of the Government on derivatives and derivative market.

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Entities under Clause 2 Article 1 hereof shall disclose information in accordance with Article 3 of Circular No. 155/2015/TT-BTC and the following regulations:

1. Entities under Points a, b, c, and d Clause 2 Article 1 hereof shall disclose information on their website while sending disclosed information to the SSC and the HNX and disclosing information on websites of the SSC and the HNX. Information disclosed on websites must be accompanied by date and time of disclosure.

2. Entities under Points dd and e Clause 2 Article 1 hereof must send disclosed information to listed organizations/registered organizations/fund management companies, SSC, and the HNX when disclosing information. Founding shareholders must also send disclosed information to VSD during the period in which the founding shareholders are under transfer restriction.

3. Information of entities under Point d Clause 2 Article 1 hereof shall be disclosed by fund management companies.

4. Disclosure of information shall conform to Circular No. 155/2015/TT-BTC, this Circular, and other relevant regulations. Disclosed information must be presented in a coherent and comprehensible manner in order to avoid causing confusion to shareholders and the public.

In case an entity required to disclose information submits disclosed information to the HNX using the wrong form, inaccurate information, unclear information, etc. the HNX shall reject the information and refuse to disclose information on website of the HNX.

5. In case of any change to disclosed information, entities required to disclose information shall disclose changed information, send official dispatches, and attach verification for the new information to the SSC and the HNX.

Article 4. Information disclosure language

1. Information disclosure shall be implemented using Vietnamese. If disclosed information is in English, the English sections only serve reference purpose.

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3. Entities under Points a, b, and c Clause 2 Article 1 hereof shall disclose information in both Vietnamese and English. The entities may disclose information in English as stated in this Clause for a type or types of reports, disclosed information, and/or following a specific pattern of their choosing and must inform the HNX on a voluntary basis.

4. Guidance on disclosing information in English is under Appendix on Guidance on disclosing information in English attached hereto.

Article 5. Individuals disclosing information

1. Individuals disclosing information of entities that are required to disclose information shall comply with Article 4 of Circular No. 155/2015/TT-BTC.

2. Individuals disclosing information of related foreign investors and groups of related foreign investors shall comply with Circular No. 123/2015/TT-BTC.

3. Organizations and individuals authorized to disclose information from individual investors shall submit power of attorney/authorization agreement satisfactory to regulations and law to the HNX when disclosing information for the first time and issue notice on termination of authorization when disclosing information for the last time.

Article 6. Information disclosure documents

Information disclosure documents in physical/digital form must satisfy the following requirements:

1. For documents in physical form:

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b) Legitimate documents are required to:

- For documents of individuals: Bear full name and signature of the individuals;

- For documents of organizations: Bear verification of competent individuals, including: title, full name, signature of the competent individuals, and seal (if any).

2. For documents in digital form:

Entities required to send disclosed information in digital form to the HNX as follows:

a) Digital data must come in word/excel/pdf format (word and excel files must use Unicode character set);

b) In case digital data is sent via the CIMS, format of the disclosed information shall conform to regulations of the CIMS;

c) The maximum size of digital data is 15 MB, in case size of digital data is greater than the maximum size, entities disclosing information (other than individuals under Points dd and e Clause 2 Article 1 hereof shall provide the link to the website where the entirety of disclosed information is uploaded.

Article 7. Means and methods of sending disclosed information

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2. Methods of sending disclosed information:

a) When entities disclosing information are registered to the CIMS:

Organization registering to the CIMS may send their disclosed information and information which they are authorized to disclose by individuals required to disclose information (majority shareholders, founding shareholders during the period in which they are under transfer restriction, insiders, and related persons) via the CIMS.

Disclosed information sent via the CIMS must exclude documents, except the following types of report:

- Annual audited financial statement (for all entities under Points a, b, c, and d Clause 2 Article 1 hereof);

- Examined half-year financial statement (for listed organizations, large-cap registered organizations, and member securities companies);

- Examined financial adequacy ratio report on June 30 and audited financial adequacy ratio report on December 31 (for member securities companies).

If unable to send disclosed information via the CIMS due to force majeure such as network system, server malfunctioning, inability to use digital certificates, etc., these entities are responsible for sending disclosed information in written form via post service/in person while sending digital form via e-mail within the deadline and notifying the HNX about reasons for failure to send disclosed information via the CIMS.

b) When entities disclosing information are not registered to the CIMS:

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Article 8. Delayed information disclosure

The delay in information disclosure performed by entities required to disclose information shall conform to Article 6 of Circular No. 155/2015/TT-BTC.

Article 9. Preservation and storage of reports and disclosed information

Entities required to disclose information shall preserve and store reports, disclosed information in accordance with Clause 3 Article 3 of Circular No. 155/2015/TT-BTC.

Chapter II

INFORMATION DISCLOSURE OF REGISTERED ORGANIZATIONS AND LISTED ORGANIZATIONS

Article 10. Information disclosure of registered organizations

1. Periodic information disclosure

Registered organizations shall disclose information periodically in accordance with Article 8 of Circular No. 155/2015/TT-BTC and the following regulations:

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b) Disclose information on foreign holdings in accordance with Clause 5 Article 8 of Circular No. 155/2015/TT-BTC and Clause 4 Article 13 of Circular No. 123/2015/TT-BTC.

c) Registered organizations shall submit reports on list of state shareholders and majority shareholders in the first 6 months and the last 6 months of a calendar year. The report for the first 6 months of the year relies on the latest list of shareholders by June 30 and must be submitted to the HNX before July 30; The report for the last 6 months of the year relies on the latest list of shareholders by December 31 and must be submitted to the HNX before January 30 of the following year. The report shall be prepared using Form No. 01_CBTT/SGDHN attached hereto.

d) Disclose information on the report on use of funds:

Registered organizations conducting public securities offering shall disclose information on the report on use of funds in accordance with Clauses 6 and 7 Article 1 of Decree No. 60/2015/ND-CP, to be specific:

- If a registered organization conducts separate securities offering: The registered organization must disclose report on the use of funds which is verified by auditor(s) at the Shareholder general assembly or provide detail explanation for the use of capital generated by the offering in the annual financial statement which is verified by auditor(s).

- If a registered organization conducts public securities offering: In case the registered organization mobilizes capital to execute an investment project, the registered organization must submit report using Form No. 5 under Appendix attached to Decree No. 60/2015/ND-CP and disclose information on the progress of utilizing capital generated from the offering every 6 months from the date on which the offering is complete to the date on which the project is finish or until the date on which the mobilized capital has been fully disbursed. Registered organizations must disclose reports on use of funds verified by auditor(s) at the Shareholder general assembly or provide detail explanation for use of capital generated by the offering in the annual financial statements verified by auditor(s).

2. Extraordinary information disclosure

Registered organizations shall conduct extraordinary information disclosure within 24 hours in accordance with Article 9 of Circular No. 155/2015/TT-BTC and the following regulations:

a) Regarding disclosed information regarding changes, assignment, reassignment, or dismissal of insiders: Registered organizations shall disclose information using Form No. 02_CBTT/SGDHN and Form No. 03_CBTT/SGDHN attached hereto and attach decisions/resolutions on change of personnel within 24 hours from the date on which the decisions/resolutions are issued.

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c) Regarding disclosed information on revisions to the Enterprise registration certificate, Establishment and operation license or Operation license (Name of organization, address, charter capital, line of business, legal representatives): Registered organizations shall disclose information using Form No. 05_CBTT/SGDHN attached hereto and attach legitimate copies of revised Enterprise registration certificate/Establishment and operation license/Operation license.

d) In case registered organizations alter their corporate structure (contributing capital to establish a company; buying stakes of a company turning such company into a subsidiary, a joint venture company, or an associate; selling stakes of its subsidiary, joint venture company, or associate making such company no longer its subsidiary, joint venture company or associate; dissolving of a subsidiary, a joint venture company, or an associate), the registered organizations shall register using Form No. 06_CBTT/SGDHN attach hereto within 24 hours from the date on which decisions on the alteration are issued in addition to disclosing information as per the law.

dd) In case registered organizations produce separate/combined/consolidated financial statements, capital contribution indicators of owners and total assets under financial statements to be disclosed in accordance with Circular No. 155/2015/TT-BTC shall be the smaller number among the separate/combined/consolidated financial statements.

e) Regarding events that require approval of competent authority, registered organizations shall disclose information as per the law from the date on which decisions/resolutions are issued, and disclose information within 24 hours from the date on which written approval or rejection of competent authority is receipt.

f) Disclose information about the last registration date of rights to buy shares exercised by existing shareholders:

- Registered organizations shall report to the HNX while disclosing information about the expected last registration date of rights to buy shares exercised by shareholders and attach relevant documents within 10 working days prior to the expected last registration date.

- In case registered organizations cancel the notice on the last registration date for implementation of rights relating to rate of implementation, regarding cases where issuing shares for existing shareholders and cases related to adjustment of comparing price on the ex-right trade date in accordance with regulations of the HNX, registered organizations shall provide written reason for the cancellation within 24 hours after issuing the notice and at least 5 working days prior to the last registration date and disclose information on cancellation of the notice.

g) In case of changes to number of outstanding shares with voting rights, registered organizations shall disclose information in accordance with Point 1 Clause 1 Article 9 of Circular No. 155/2015/TT-BTC and using Form No. 07_CBTT/SGDHN attached hereto.

h) Registered organizations are responsible for disclosing quantity of outstanding shares with voting rights on their website and updating the figure within 24 hours from the moment in which they submit report on treasury stock issuance or trade results to the SSC or when other cases which lead to changes to the quantity of outstanding shares with voting rights occur.

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3. Information disclosure on demand

Registered organizations shall disclose information on demand in accordance with Article 10 of Circular No. 155/2015/TT-BTC.

Article 11. Information disclosure of large-cap listed organization and registered organization

1. Periodic information disclosure

Large-cap listed organizations and registered organizations shall conduct periodic information disclosure in accordance with Article 11 of Circular No. 155/2015/TT-BTC, Clause 1 Article 10 hereof, and the following regulations:

a) Presentation of business operation results with at least 5% of fluctuation specified under Points c and d Clause 4 Article 11 of Circular No. 155/2015/TT-BTC applies to net revenues and profit after tax under income statements of large-cap listed organizations and registered organizations.

b) For administration report under Clause 6 Article 11 of Circular No. 155/2015/TT-BTC, information disclosure serving the 6-monthly administration report must be done by July 30; information disclosure serving the annual administration report must be done by January 30 of the following year.

In addition to producing administration report using Appendix No. 5 under Circular No. 155/2015/TT-BTC, listed organizations must send digital Schedule of information on corporate governance using Form No. 09_CBTT/SGDHN attached hereto in excel format to the HNX.

2. Extraordinary information disclosure

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3. Information disclosure on demand

Large-cap listed organizations and registered organizations shall conduct information disclosure on demand in accordance with Article 13 of Circular No. 155/2015/TT-BTC.

4. The starting and ending points of information disclosure of a large-cap registered organization are determined as follows:

a) The registered organization shall perform the information disclosure obligation of large-cap registered organization from the date on which the organization is mentioned under the list of large-cap public companies publicized by the VSD.

b) Within 1 year from the date on which the registered organization is no longer a large-cap registered organization according to the list publicized by the VSD, the registered organization must continue to disclose information in accordance with these Regulations.

c) Within 5 working days before the period in which a large-cap registered organization is required to disclose information as per the law expires, the registered organization shall send a notice on termination of information disclosure applicable to large-cap registered organization using Form No. 10_CBTT/SGDHN attached hereto to the HNX.

Article 12. Information disclosure of organizations listing corporate bonds

Organizations listing corporate bonds on the HNX shall disclose information in accordance with Article 15 of Circular No. 155/2015/TT-BTC and Clause 2 Article 10 hereof.

Chapter III

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Article 13. Information disclosure of member securities companies

1. Periodic information disclosure

Member securities companies shall conduct periodic information disclosure in accordance with Article 17 of Circular No.155/2015/TT-BTC and Points a, b, and d Clause 1 Article 10, and Point a Clause 1 Article 11 hereof.

2. Extraordinary information disclosure

Member securities companies shall conduct extraordinary information disclosure in accordance with Article 18 of Circular No. 155/2015/TT-BTC and the following regulations:

a) When disclosing information on changes, assignment, reassignment, or dismissal of insiders: Member securities companies shall disclose information using Form No. 02_CBTT/SGDHN attached hereto and attach decisions/resolutions on personnel change.

b) With respect to events that require approval of the SSC or other competent authority, member securities companies shall disclose information as per the law when issuing decisions/resolutions and disclose information within 24 hours from the date on which they receive written approval/rejection from the SSC or other competent authority.

3. Information disclosure on demand

Member securities companies shall conduct information disclosure on demand in accordance with Article 19 of Circular No. 155/2015/TT-BTC.

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Member securities companies shall conduct other information disclosure in accordance with Article 20 of Circular No. 155/2015/TT-BTC and the following regulations:

a) After a forced selling, securities companies shall inform customers who are insiders and related persons of insiders to enable the customers to perform information disclosure obligations as per the law.

b) In case a member securities company cancels the previously announced forced selling order, the member securities company shall disclose information on cancellation of the forced selling order.

5. Securities companies that engage in derivatives market must disclose information in accordance with Decree No. 42/2015/ND-CP, Circular No. 11/2016/TT-BTC, and regulations and law on derivatives in addition to the regulations mentioned above.

Chapter IV

INFORMATION DISCLOSURE REGARDING THE ETF

Article 14. Disclosure of information regarding the ETF

1. Periodic information disclosure

Fund management companies shall conduct periodic disclosure of information on the ETF in accordance with Clauses 1, 4, 5, and 6 Article 21 of Circular No. 155/2015/TT-BTC and Article 26 of Circular No. 229/2012/TT-BTC.

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Fund management companies shall conduct extraordinary disclosure of information on the ETF in accordance with Article 22 of Circular No. 155/2015/TT-BTC.

3. Information disclosure on demand

Fund management companies shall conduct disclosure of information on the ETF on demand in accordance with Article 25 of Circular No. 155/2015/TT-BTC.

Chapter V

INFORMATION DISCLOSURE OF OTHER ENTITIES

Article 15. Information disclosure regarding share ownership of majority shareholders

1. Organizations and related individuals who start to hold at least 5% of outstanding shares with voting rights of listed organizations or who are no longer majority shareholders or who observe their share percentage shifted by more than 1% from the 5% mark must disclose information in accordance with Article 26 of Circular No. 155/2015/TT-BTC.

The shift in share percentage by more than 1% from the 5% mark mentioned under Clause 2 Article 26 of Circular No. 155/2015/TT-BTC is determined at the 6% mark, 7% mark, 8% mark, etc. (regardless of the actual share percentage according to the latest report).

2. In case ownership percentage of outstanding shares with voting rights of majority shareholders change after listed organizations and/or registered organizations trade treasury stock or issue additional shares when investors do not trade shares or do not exercise share purchase right, information disclosure according to Clauses 1 and 2 Article 26 of Circular No. 155/2015/TT-BTC is not required.

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Founding shareholders shall disclose information in accordance with Article 27 of Circular No. 155/2015/TT-BTC during transfer restriction period.

Article 17. Information disclosure regarding trade of insiders of listed organizations, registered organizations, insiders of the ETF, and related persons of insiders

Insiders of listed organizations, registered organizations, insiders of the ETF, and related persons of these entities shall disclose information in accordance with Article 28 of Circular 155/2015/TT-BTC.

Article 18. Information disclosure regarding swap between ETF certificates and shares for restructuring

Organizations and individuals swapping ETF certificates and shares for restructuring shall disclose information in accordance with Article 29 of Circular No. 155/2015/TT-BTC.

Article 19. Information disclosure of foreign investors and related foreign investors

1. Foreign investors and groups of related foreign investors shall disclose information in accordance with Clause 12 Article 10 of Circular No. 123/2015/TT-BTC, Circular No. 155/2015/TT-BTC, and securities laws guiding foreign investment in Vietnamese securities market.

2. Information disclosure obligations of a group of related foreign investors depend on total share percentage of the entire group of related foreign investors regardless of individual share percentage of each related foreign investor.

3. An investor who acts both as a majority shareholder and as an insider/related person of an insider is responsible for complying with information disclosure obligations applicable to insiders and related persons of insiders.

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Information disclosure regarding tender offer shall conform to Chapter IV of Decree No. 58/2012/ND-CP and Chapter VI of Circular No. 162/2015/TT-BTC, to be specific:

1. A listed organization/registered organization that receives tender offer for its share shall disclose information on the tender offer receipt in accordance with Clause 1 Article 43 and Article 44 of Decree No. 58/2012/ND-CP.

2. An organization or individual making tender offer for listed/registered securities shall disclose information on the tender offer in accordance with Clause 1 Article 50 of Decree No. 58/2012/ND-CP. Tender offer disclosure form shall conform to Appendix No. 29 attached to Circular No. 162/2015/TT-BTC.

3. An organization or individual making tender offer shall disclose information on revised tender offer price in accordance with Clause 2 Article 48 of Decree No. 58/2012/ND-CP and send the disclosed information to the HNX at least 7 days before the tender offer period ends.

4. An organization or individual that withdrawing tender offer for listed/registered securities in accordance with Article 49 of Decree No. 58/2012/ND-CP shall disclose information as follows:

a) Submit reports on withdrawal of tender offer for listed/registered securities to the SSC and the HNX.

b) Report to the HNX within 24 hours after receiving approval official dispatches of the SSC.

c) Disclose information on withdrawal of the tender offer on an online newspapers or a physical newspaper for 3 consecutive issues after obtaining approval of the SSC.

5. An organization or individual making tender offer for listed/registered securities shall disclose information on the tender offer in accordance with Clause 1 Article 50 of Decree No. 58/2012/ND-CP.

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6. An organization or individual making tender offer shall disclose information on tender offer results of listed/registered securities in accordance with Article 52 of Decree No. 58/2012/ND-CP.

Within 5 days from the date on which the tender offer period ends, an organization or individual making the tender offer shall:

a) Submit reports on tender offer results to the SSC and HNX. Report on tender offer results shall be made using Appendix No. 30 attached to Circular No. 162/2015/TT-BTC.

b) Disclose information on tender offer results on website of the HNX.

Article 21. Information disclosure regarding treasury stock trade

Entities under Points a, b, and c Clause 2 Article 1 hereof, upon trading treasury stocks, shall disclose information in accordance with Article 31 of Circular No. 155/2015/TT-BTC, Law on Securities, Decree No. 58/2012/ND-CP, Decree No. 60/2015/ND-CP, Circular No. 162/2015/TT-BTC, and guiding documents.

In case a company repurchases its shares, if total assets recorded in the accounting books decrease by more than 10% after incurring the full payment of repurchased shares, the company must notify all its creditors and disclose information within 15 days, from the date on which the full payment is adequately incurred.

Chapter VI

PENALTIES FOR VIOLATIONS

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1. Imposing of penalties for violations in information disclosure shall conform to Article 7 of Circular No. 155/2015/TT-BTC, these Regulations, and other regulations issued by the HNX.

2. The HNX holds the right to impose appropriate penalties within their functions and powers depending on violations in information disclosure mentioned hereunder.

3. For violations that are particularly severe or exceed power of the HNX, the HNX shall report to the SSC.

Article 23. Forms of penalty

1. Penalties for violations in information disclosure at the HNX applicable to listed organizations and registered organizations include:

a) Reprimand across the market;

b) Place securities under warning;

c) Place securities under control;

d) Restrict trade;

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e) Remove listed securities in accordance with Regulations on listing securities at the HNX.

2. Penalties for violations in information disclosure at the HNX applicable to member securities companies include:

a) Reprimand in writing;

b) Warn;

c) Suspend trade connection;

d) Suspend trade in part or in whole;

dd) Enforce termination of membership in accordance with Regulations on exchange members of listed and registered market at the HNX.

3. Depending on the nature and severity of the violations on a case-by-case basis and depending on relevant laws and professional regulations of the HNX, the General Director of the HNX shall decide on the penalties. Penalties under Clause 1 and Points c, d, and dd Clause 2 of this Article shall be disclosed on website of the HNX.

Chapter VII

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Article 24. Implementation

1. Entities under Points a, b, and c Clause 2 Article 1 hereof must declare roadmap for information disclosure in English using form under Appendix guiding information disclosure in English attached hereto before November 1, 2016.

2. If entities under Points a, b, and c Clause 2 Article 1 hereof join the market after October 1, 2016, they shall declare roadmap for information disclosure in English immediately after receiving approval for listing/registration and approval for membership of the HNX.

3. HNX shall supervise compliance with these Regulations of entities required to disclose information and relevant organizations, individuals.

4. In case regulations and law relating to information disclosure obligations of entities under Clause 2 Article 1 hereof are not mentioned under this document or in case new regulations and law contradict clauses in this document, these regulations and law shall prevail and amend information disclosure obligations of the entities.

5. Amendment to the Regulations shall be decided by the General Director of the HNX once the Board of Directors of the HNX approves and obtains approval of the SSC.

LIST OF CONTENTS

Ref No.

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Appendix

Guide to information disclosure in English

Form 01-PL/SGDHN

Announcement of information disclosure in English

Form 02-PL/SGDHN

Announcement of termination of Information disclosure in English

Form 01_CBTT/SGDHN

List of state shareholders and majority shareholders

Form 02_CBTT/SGDHN

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Form 03_CBTT/SGDHN

List of insiders and their related persons

Form 04_CBTT/SGDHN

Change in related persons of insiders

Form 05_CBTT/SGDHN

Change in certificate of business registration/License of establishment and operation/License of operation

Form 06_CBTT/SGDHN

Announcement of (change in) corporate structure and financial statements

Form 07_CBTT/SGDHN

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Form 08_CBTT/SGDHN

Extraordinary information disclosure

Form 09_CBTT/SGDHN

Information on corporate governance

Form 10_CBTT/SGDHN

Announcement of termination of information disclosure as a large-cap public company

APPENDIX

GUIDE TO INFORMATION DISCLOSURE IN ENGLISH
(Attached to Decision No. ……/QD-SGDHN dated ……………, 2016 of the General Director of the Hanoi Stock Exchange on Regulations on Information disclosure at the Hanoi Stock Exchange)

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Entities to be disclosing information in English are entities mentioned under Points a, b, and c Clause 2 Article 1 hereof.

2. Rules

Entities shall disclose information in English on a voluntary basis and in a manner satisfies the followings:

a) Disclose roadmap for performing information disclosure in English using Form No. 01_PL/SGDHN attached hereto and send to the HNX in accordance with Article 24 hereof.

b) Disclose on their website while sending the disclosed information to the HNX in order to have it disclosed on HNX’s website.

c) Entities that no longer wish to disclose information in English must immediately notify the termination of information disclosure, specify the reason using Form No. 02_PL/SGDHN attached hereto and send to the HNX.

3. Details of information disclosure

Organizations disclosing information shall register the contents and deadline for disclosing information for each type of information under Form No. 01_PL/SGDHN attached hereto.

4. Methods of submitting information disclosed in English to the HNX

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5. Responsibilities of organizations applying for disclosing information in English

- Preventing the information disclosed in English from contradicting or otherwise being understood differently from that in Vietnamese.

- Disclose information and send disclosed information to the HNX adequately and in a timely manner;

- Provide explanation at request of the HNX for cases of inadequate or untimely information disclosure.

- Send notice on disclosing information in English or terminating information disclosure in English before the deadline.

6. Responsibilities of the HNX

- Disclose the following detail on HNX’s website:

+ Notice on disclosing information in English of organizations that disclose information;

+ Information disclosed in English sent to the HNX by organizations that disclose information;

...

...

...

- Supervise information disclosure in English of organizations as per the law.

7. Penalties for failure to comply with the commitment

HNX shall reprimand entities that are required to disclose information in writing for failure to adequately comply with the commitment.

Form 01_PL/SGDHN

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

...

...

...

ANNOUNCEMENT OF INFORMATION DISCLOSURE IN ENGLISH

(Issued with Appendix Guide to information disclosure in English)

To: Hanoi Stock Exchange

1. Organization particulars:

- Name of organization:

- Stock code:

- Address:

- Tel.: Fax:

- E-mail:

...

...

...

2. Start date of information disclosure in English: From...

3. Types of information disclosed in English (tick X where applicable):

No.

Type of information

Disclosure time

I

Periodical information

Concurrently with Vietnamese version

Within 10 days of the disclosure of Vietnamese version

...

...

...

Annual financial statements

2

Semi-annual financial statements

3

Quarterly financial statements

...

...

...

4

Annual report

5

Information on Annual General meeting of shareholders

...

...

...

Information on share offering and reports on the use of proceeds

7

Foreign shareholding

II

Extraordinary information

...

...

...

Within 03 days of the disclosure of Vietnamese version

1

Board resolution

2

Dividend payment

...

...

...

Information on change in the company's corporate governance

4

Company's operating activities

5

Other information

...

...

...

III

Disclosure on demand

Concurrently with Vietnamese version

Within 02 days of the disclosure of Vietnamese version

...

...

...

4. Company's commitments

Apart from complying with the rules on information disclosure as stipulated by law, ……(name of company/organization) hereby commits to fulfill the obligations to disclose information listed in this form.

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

...

...

...

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

ANNOUNCEMENT OF TERMINATION OF INFORMATION DISCLOSURE IN ENGLISH

To: Hanoi Stock Exchange

1. Organization particulars:

- Name of organization:

...

...

...

- Address:

- Tel.: Fax:

- E-mail:

- Website:

2. Start date of information disclosure in English: From....

3. End date of information disclosure in English: From...

4. Reason for terminating the information disclosure in English:

...

...

...

Form 01_SGDHN
(Issued with the Decision No ..../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

LIST OF STATE SHAREHOLDERS AND MAJORITY SHAREHOLDERS

To: Hanoi Stock Exchange

...

...

...

Record date:

No.

Name of person/organization (name of representative)

Shareholder type

ID number

Date of issue

Shareholding (shares)

Shareholding (%)

Notes

...

...

...

Majority shareholder

1

2

3

4

5

6

7

8

...

...

...

...

...

...

...

...

...

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal - in case of organization)

Form 02_SGDHN
(Issued with the Decision No..../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

CHANGE IN PERSONNEL

...

...

...

To: Hanoi Stock Exchange

Based on Board Resolution No....dated... and/or General Mandate No.... dated... of …… (name of organization), we would like to announce the change in personnel of ........... (name of organization) as follows:

In case of appointment (*):

Mr./Ms.:

- Former position in the organization:

- Newly appointed position: …………………

- Term:

- Effective date:

In case of dismissal/resignation:

...

...

...

- Dismissed/Resigned position: ………………

- Reason (if any):

- Effective date:

* Attached documents:
- Board Resolution and/or General Mandate on the change in personnel.
- List of related persons (Form 03_CBTT/SGDCK).

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 03_CBTT/SGDHN
(Issued with the Decision No. ..../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

...

...

...

No: /

………, day ... month ... year ……

LIST OF INSIDERS AND THEIR RELATED PERSONS

To: Hanoi Stock Exchange

Stock code:

No.

Name of person

Position/ Relationship

...

...

...

ID number, Date of issue

Shareholding (shares)

Shareholding (%)

Appointment date

Dismissal date

Tel. and Fax

1

2

3

...

...

...

5

6

7

8

9

10

1

Nguyen Van A

Insider

...

...

...

1.1

Nguyen Thi B

Related person of Nguyen Van A

...

...

...

1.2

Nguyen Van C

Related person of Nguyen Van A

...

...

...

1.3

...

...

...

2

...

...

...

2.1

...

...

...

2.2

...

...

...

* Notes:

1. Insiders are interpreted as in clause 5 Article 2 Circular No.155/2015/TT-BTC.

2. If insiders are representatives of the institutional investors and acting in BOD, BOM, Supervisory Board, provide detailed information on the institution and the representatives.

...

...

...

4. Columns No 8, 9: Applicable to insiders.

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 04_CBTT/SGDHN
(Issued with the Decision No.../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

...

...

...

CHANGE IN RELATED PERSONS OF INSIDERS

To: Hanoi Stock Exchange

1. Insider

- Mr./Ms.:

- Current position:

2. Related person:

- Mr./Ms.:

- Address:

...

...

...

- E-mail:

- Relationship/Former relationship with insider:

- Reason for relationship/no longer being related:

- Effective date:

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 05_CBTT/SGDHN
(Issued with the Decision No.../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

...

...

...

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

CHANGE IN CERTIFICATE OF BUSINESS REGISTRATION/LICENSE OF ESTABLISHMENT AND OPERATION/LICENSE OF OPERATION

To: Hanoi Stock Exchange

Based on the Certificate of business registration/License of Establishment and Operation/License of Operation No... dated... issued by......., we would like to announce the change in the Certificate of business registration/License of Establishment and Operation /License of Operation as follow:

- Name of organization:

- Stock code:

...

...

...

- Tel.: Fax:

- E-mail:

- Website:

1. Information before change:

2. Information after change:

3. Reason for change (if any):

4. Effective date:

* Attached documents:
New Certificate/License

...

...

...

Form 06_CBTT/SGDHN
(Issued with the Decision No.../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

ANNOUNCEMENT OF (CHANGE IN) CORPORATE STRUCTURE AND FINANCIAL STATEMENTS

To: Hanoi Stock Exchange

...

...

...

- Name of organization:

- Stock code:

- Address:

- Tel.: Fax:

- E-mail:

- Website:

I. Initial disclosed information/Information before change:

1. Corporate structure (tick on applicable option only):

□ Having no affiliates or sub-units

...

...

...

□ Having affiliates

□ Having affiliates and sub-units

2. Financial statements to be disclosed (tick on the financial statements relevant to the type of business chosen above):

□ Uncombined/Unconsolidated Financial statements

□ Combined financial statements

□ Consolidated financial statements

II. Information after change

1. Corporate structure (tick on applicable option only):

□ Having no affiliates or sub-units

...

...

...

□ Having affiliates

□ Having affiliates and sub-units

2. Financial statements to be disclosed (tick on the financial statements relevant to the type of business chosen above):

□ Uncombined/Unconsolidated Financial statements

□ Combined financial statements

□ Consolidated financial statements

3. Reason for change:

4. Effective date:

We hereby certify that the information provided is true and correct and we bear the full responsibility to the law.

...

...

...

* Attached documents:
Documents on the changes in the registered information.

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 07_CBTT/SGDHN
(Issued with the Decision No.../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

...

...

...

To: Hanoi Stock Exchange

- Name of organization:

- Stock code:

- Address:

- Tel.: Fax:

- E-mail:

- Website:

No.

Contents

...

...

...

Change

After change

Reason for change

1

Charter Capital (VND)

...

...

...

Total number of shares

3

Number of treasury shares

...

...

...

4

Number of outstanding shares with voting rights

5

Others (if any)

...

...

...

* Attached documents:
- Securities Registration Certificate on the change/Other related documents

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 08_CBTT/SGDHN
(Issued with the Decision No.../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

...

...

...

No: /

………, day ... month ... year ……

EXTRAORDINARY INFORMATION DISCLOSURE

To: Hanoi Stock Exchange

1. Name of organization:

- Stock code:

- Address:

- Tel.: Fax:

...

...

...

2. Contents of disclosure:

……………………………………………………………………………………………

(In case of correction or replacement of previously disclosed information, explanation is needed)

3. This information was published on the company’s website on …… (date), as in the link_:

We hereby certify that the information provided is true and correct and we bear the full responsibility to the law.

* Attached documents:
Documents on disclosed information.

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

...

...

...

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

………, day ... month ... year ……

INFORMATION ON CORPORATE GOVERNANCE

To: Hanoi Stock Exchange

No.

...

...

...

Answer

1

General Information

Stock code

2

State shareholding (%)

3

...

...

...

(1): According to point a clause 1, Article 134, Law on Enterprise 2014

□

(2): According to point b clause 1 Article 134, Law on Enterprise 2014

□

4

Does the company have Audit Committee? (Yes/No)

5

...

...

...

6

Issue date of company’s Charter (latest version)

7

Charter amended according to Law on Enterprise 2014? (Yes/No)

8

Date of Annual/Extraordinary General Meeting of Shareholders (if any)

...

...

...

9

Release date of documents for General Meeting of Shareholders

10

Release date of General Mandate and Minutes of General Meeting of Shareholders

11

Are there any complaints on the organizing/General Mandate of the company's General Meeting of Shareholders? (Yes/No)

...

...

...

Số lần bị SGDCK nhắc nhở, lưu ý liên quan đến việc tổ chức và công bố thông tin về Dại hội đồng cổ đông?

Number of times that the Exchange reminds the company of the organizing and information disclosure on the General Meeting of Shareholders?

13

Number of times that the State Securities Commission reminds the company of the organizing and information disclosure on the General Meeting of Shareholders?

14

Board of Directors

Number of Directors at present?

...

...

...

15

Number of independent Directors?

16

Percentage of independent Directors/Total number of Directors?

17

Does Chair of the BOD concurrently hold the CEO position? (Yes/No)

...

...

...

Number of BOD meetings in the year?

19

Does the company establish committees directly under the BOD? (Yes/No)

20

Names of committees directly under the BOD?

21

...

...

...

22

Supervisory Board

Internal Audit Department (in case there is no Supervisory Board in the organization)

Number of members of supervisory board/auditors at present?

23

Number of supervisors having qualifications of accountants/auditors? Number of members of auditors being accountants?(detailed list by person)

...

...

...

Number of supervisors/auditors being related persons of Directors, CEO and other executives (names of supervisors/auditors being related persons of Directors and CEO, if any)

25

Number of supervisors/auditors holding executive positions?

26

Number of supervisors/auditors who worked in the financial and accounting department or as an auditor for the company within the last 3 years?

27

...

...

...

28

Other issues

Does the company's website provide sufficient information to shareholders as stipulated? (Yes/No)

29

Does the company pay dividend within 6 months since the end of the Annual General Meeting of Shareholders? (Yes/No)

30

...

...

...

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)

Form 10_CBTT/SGDHN
(Issued with the Decision No. .../QD-SGDHN on ……, 2016 of the CEO of Hanoi Stock Exchange on the Information Disclosure Regulation of Hanoi Stock Exchange)

ORGANIZATION NAME
-------

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

No: /

...

...

...

ANNOUNCEMENT OF TERMINATION OF INFORMATION DISCLOSURE AS A LARGE-CAP PUBLIC COMPANY

To: Hanoi Stock Exchange

1. Organization particulars:

- Name of organization:

- Stock code:

- Address:

- Tel.: Fax:

- E-mail:

...

...

...

2. Date of becoming a large-cap public company: From ………

3. Date of no longer being a large-cap public company: From……...

4. Termination date of information disclosure as a large-cap public company: From ………

Organization representative
Legal representative/Person authorized to disclose information
(Signature, full name, position, and seal)