Laws of Vietnam

THE CHAIRMAN OF THE STATE SECURITIES COMMISSION

DECIDES:

Article 1.- To promulgate together with this Decision the Regulation on securities membership, listing, information disclosure and trading.

Article 2.- This Decision takes effect after its signing and replaces Decision No. 04/1999/QD-UBCK1 of March 27, 1999 and Decision No. 42/2000/QD-UBCK1 of June 12, 2000 of the Chairman of the State Securities Commission.

Article 3.- The Director of the Office, the Director of the Securities Market Development Department, the Directors of the Securities Trading Centers, the heads of the units attached to the State Securities Commission and the concerned parties shall have to implement this Decision.

Chairman of the State Securities Commission
NGUYEN DUC QUANG

GENERAL PROVISIONS

Article 1.- This Regulation prescribes the securities membership, listing, information disclosure and trading.

Article 2.- In this Regulation, the following terms shall be understood as follows:

1. Trading representative is a person nominated by a member of the Securities Trading Center (hereafter abbreviated to the STC) and approved by the STC to act as a representative to perform trading tasks at the STC.

2. Listed organization is an issuing organization that has securities listed at the STC.

3. Split of shares is the increase of the number of shares in circulation by a prescribed percentage without increasing the equity capital of a listed organization and without changing the holding portions of its shareholders.

4. Reverse split of shares is the decrease of the number of shares in circulation by a prescribed percentage without decreasing the equity capital of a listed organization and without changing the holding portions of its shareholders.

5. Trading system is the computer system used in service of trading activities at the STC.

6. Order routing system is a system performing the transfer of trading orders from the STC members to the STC.

7. Executed price is a securities price determined on the basis of order matching result.

8. Opening price is an executed price at the first order matching time of a trading day.

9. Closing price is an executed price at the final order matching time of a trading day. Where the executed price is not available on the trading day, the closing price shall be the closing price of the latest trading day.

10. Price fluctuation range is the fluctuation extent of securities prices set out on a trading day as compared with the referred price.

11. Referred price is a price level serving as basis for calculating the securities price fluctuation limits.

12. Limit order is a securities buying or selling order placed by an investor for his/her broker to execute at an instructed price or better.

13. Periodical information disclosure is the disclosure of information at a prescribed time point.

14. Prompt information disclosure is the disclosure of information immediately after the occurrence of important events that may affect the securities prices or investors’ interests.

15. Information disclosure at request is the disclosure of information when the State Securities Commission (hereafter referred to as the SSC) or the STC so requests.

16. End terminal is the input and output equipment used for receiving or transmitting information.

17. Value of net assets of a securities investment fund is the total value of assets and investments owned by a fund minus its debt liabilities at the time of calculation.

18. Net assets of a listed organization is the total existing assets minus the payable debts of an issuing organization at the time of calculation.

19. Treasury share is a share already issued and bought or sold on the market by the issuing organization itself.

Chapter II

THE SECURITIES TRADING CENTER’S MEMBERS

Article 3.- A STC member (hereafter referred to as member for short) is a securities firm that holds the brokerage or dealing license and has already registered its business with the STC. Only members can conduct securities trading at the STC.

Article 4.- A securities firm that wishes to be a member shall have to file to the STC a registration dossier comprising:

1. An application for the STC membership registration, made according to the set form;

2. The copy of its securities operation license;

3. The copies of practitioner licenses of its business staff members.

Article 5.- A member shall have the following obligations:

1. To comply with the STC’s regulations on securities trading activities;

2. To be subject to the inspection and supervision by the STC;

3. To pay the membership fee, trading fee and fee for use of the trading system;

4. To make contributions to the setting up of the settlement support fund;

5. To report to the STC on:

a/ Its operation and financial situation according to the provisions of the Regulation on organization and operation of securities firms;

b/ Its monthly securities trading activities, according to the set form, within the first 5 days of the following month;

c/ Its amalgamation, merger, division, separation, transformation and branch establishment; when its operation is partially or entirely terminated; or the restructure of the firm (if any);

d/ Information relating to the member’s activities when so requested by the STC;

e/ Activities which it detects as having violated the legislation on securities and securities market.

6. Besides reports specified in Clause 5 of this Article, a member shall have to report to the STC on the following events within 24 hours after their occurrence:

a/ The increase or decrease of its charter capital;

b/ The state of bankruptcy or dissolution it falls into;

c/ Its application for bankruptcy declaration;

d/ Its being the plaintiff or defendant in a court case;

e/ Its bank accounts being suspended or frozen or the suspending or freezing orders, which have been cancelled;

f/ Its head office being relocated or its branch’s office opened, shut down or relocated;

g/ Its director or business staffer(s) being subject to investigation by law enforcement bodies or to court rulings.

Article 6.- A member shall have the following rights:

1. To use the trading system and services provided by the STC;

2. To collect service charges from clients as prescribed by laws;

3. To request the STC to act as the intermediary for conciliation when there appear disputes relating to securities business activities;

4. To withdraw from the STC’s membership after it is so approved by the STC.

1. Members shall appoint their trading representatives to perform trading tasks at the STC. Trading representatives must be business staffers of the members and shall be granted the trading representative’s cards by the STC. A trading representative’s card shall be valid for 2 years and may be renewed at the request of the member.

2. Trading representatives, when conducting their activities at the STC, shall have to abide by the STC’s regulations.

3. The members shall take responsibility for all acts relating to the trading task performance at the STC by their own trading representatives.

1. The trading representative’s card shall be withdrawn in the following cases:

a/ The STC detects fraudulence in the application for the trading representative’s card;

b/ The trading representative has failed to perform his/her task for one month without reasons;

c/ The trading representative has had his/her practitioner license withdrawn;

d/ The member requests the STC to withdraw the trading representative card;

e/ The trading representative has seriously violated the STC’s regulations.

2. The trading representative may only apply for re-granting of trading representative’s card 6 months after his/her previous card is withdrawn.

1. Members must not trade in securities listed outside the STC, except for cases where they buy odd lot securities from their clients. Members may only buy odd lot securities according to their shareholders’ lists already registered with the STC.

2. Members shall receive orders from their clients at their head-offices, branches or transaction places approved by the SSC.

Article 10.- Before opening accounts or providing services for their clients, members shall have to sign written contracts with their clients according to the Regulation on organization and operation of securities firms. Members shall have to keep dossiers on clients and supply necessary information when so requested by the STC and the SSC.

1. Before entering orders into the trading system, members shall check deposits on their clients’ accounts according to the regulations on security deposits in Clause 1, Article 57 of this Regulation.

2. Members shall request their clients to fill in the order forms within the trading day. Order forms of clients shall be kept according to the current law provisions.

3. Members shall make and keep order-receiving books according to the set form. An order-receiving book shall contain:

a/ Daily orders, including orders received from the firm’s head office, branches and transaction places approved by the SSC;

b/ Trading orders executed within a day.

Article 12.- Members shall send written notices to their clients confirming the result of execution of such clients’ trading orders within the trading day. The written notice confirming the order execution shall be made in two original copies, one shall be sent to the concerned client, the another kept at the member’s head-office.

Article 13.- Monthly or at its clients’ requests, a member shall have to send to each client an abstract of the monetary and securities account made according to the set form within the first 5 days of the following month or 5 days after such a request is made.

1. In cases where its clients wish to sell securities they are holding in form of certificates, the member shall request such clients to submit the securities certificates before placing orders. When the clients submit securities certificates, the member shall have to give them the receipts thereof and conduct the custody thereof at the STC under Decision No.05/1999/QD-UBCK3 of March 27, 1999 of the Chairman of the State Securities Commission promulgating the Regulation on securities custody, clearing payment and registration and the STC’s regulations.

2. In cases where its clients wish to withdraw securities certificates available in their accounts, the member shall, at such clients’ written requests, have to carry out the procedures for withdrawing securities according to the STC’s regulations and return the securities certificates to the clients or persons authorized by the clients.

Chapter III

SECURITIES LISTING

Article 15.- Securities listed at the STC shall include:

1. Government bonds;

2. Shares already registered for listing at the STC;

3. Corporate bonds already registered for listing at the STC;

4. Investment fund certificates already registered for listing at the STC.

1. An issuing organization wishing to list its shares and/or bonds for the first time shall have to file to the STC a dossier of registration for listing, comprising:

a/ An application for listing registration, made according to the set form;

b/ A copy of its issuing license granted by the State Securities Commission;

c/ A report on the result of the offer for sale of its shares and/or bonds to the public;

d/ A book for monitoring its shareholders or bond holders.

e/ Copies of the prospectus and the brief prospectus already approved by the SSC.

2. Past five working days after the STC receives the complete dossier of listing registration, the issuing organization’s securities shall be listed at the STC.

3. In cases where it registers for listing 1 year after being granted the issuing license by the SSC, besides the dossier prescribed in Clause 1 of this Article, the issuing organization shall have to send to the STC its financial reports for the latest 2 consecutive years, including: the accounting balance sheet, the business operation result report and the financial statement explanation (enclosed with the independent audit’s comments). The STC shall consider and decide within 45 days after receiving the complete dossier applying for listing.

4. The listing of Government bonds shall be effected as follows: The body authorized by the Government for the issuance (the Finance Ministry, the State Treasury) shall file dossiers of registration for listing to the STC, each comprises:

a/ A written request for listing;

b/ A report on the issuance result (bond type, volume, par value, interest rate, maturity and the list of bond holders).

Past five days after the dossiers are filed, the Government bonds shall be listed at the STC.

1. A fund-managing company that wishes to list investment fund certificates shall have to file to the STC a dossier of registration for the listing, comprising:

a/ An application for listing registration, made according to the set form;

b/ A copy of its operation license granted by the SSC;

c/ A copy of the license for setting up the investment fund and issuing investment fund certificates, granted by the SSC;

d/ A report on the result of the offer for sale of investment fund certificates to the public;

e/ A book for monitoring the investment fund certificate owners.

2. Past five working days after the STC receives the complete registration dossier, the investment fund certificates shall be listed at the STC.

1. An issuing organization that issues securities not prescribed in the Government’s Decree No.48/1998/ND-CP and wishes to have its securities listed at the STC shall, after making the re-registration in accordance with the provisions of Section XI of Circular No.01/1998/TT-UBCK of October 13, 1998 guiding Decree No.48/1998/ND-CP on the issuance of shares and bonds to the public, have to file to the STC a dossier of registration for the listing, comprising:

a/ An application for listing registration, made according to the set form;

b/ A copy of the written re-registration approval granted by the SSC;

c/ A book for monitoring its shareholders or bondholders.

d/ Copies of the prospectus and the brief prospectus already approved by the SSC.

2. Past five working days after the STC receives the complete dossier of listing registration, the securities of such issuing organization shall be listed at the STC.

1. A listed organization that wishes to have its shares additionally listed shall have to file to the STC a dossier of registration for additional listing, comprising:

a/ An application for additional listing registration;

b/ A copy of the additional issuance permit granted by the SSC;

c/ A report on the result of the public sale offer of the additional issuance;

d/ A shareholder monitoring book.

2. Past five working days after the complete dossier of additional listing registration is received, the additionally issued shares shall be listed at the STC.

1. In case of change of its name, share split or reverse split, a listed organization shall have to file to the STC a dossier of registration, comprising:

a/ An application for listing change registration, made according to the set form;

b/ The details of name change, share split or reverse split (proportion and duration of share split or reverse split, volume of shares in circulation).

2. Past five working days after the complete dossier of listing change registration is received, the listing change shall be effective.

1. A listed organization that has its securities delisted and wishes to have them relisted shall file to the STC a dossier of application for relisting, comprising:

a/ An application for relisting, made according to the set form;

b/ A book monitoring the shareholders or bondholders of the issuing organization;

c/ Financial reports for the latest two consecutive years, including: the accounting balance sheet, the business operation result report and the financial report explanation (enclosed with the independent auditing agency’s comments).

2. Within 45 days after receiving the complete application dossiers, the STC shall consider and permit the relisting.

3. The listed organization that has securities delisted shall not be considered for relisting within 2 years after its securities are delisted.

Article 22.- An issuing organization defined in Clause 3, Article 16 and Article 21 of this Regulation may list its securities if it meets the following conditions:

1. It has a minimum charter capital of VND 10 billion;

2. Its business activities have yielded profits in the latest 2 consecutive years up to the date of applying for listing or relisting; its financial situation is healthy and it has good development prospects;

3. At least 20% of its equity capital must be held by more than 100 outside investors. In cases where its equity capital is VND 100 billion or more, this portion shall be 15% (if this capital is in form of shares);

4. At least 20% of the total value of its bonds must be held by more than 100 investors. In cases where the total value of bonds applied for issuance is VND 100 billion or more, this portion shall be 15% of the total value of to be-issued bonds (if this capital is in form of bonds);

5. The auditing agency’s opinions on its financial reports for the latest 2 consecutive years up to the date of applying for listing or relisting must be "full acceptance" or "accepted with acceptance".

6. The causes of delisting have been overcome (for cases of application for relisting).

1. In cases where a fund-managing company wishes to relist its investment fund certificates, which have been delisted according to provisions of Article 27 of this Regulation, it shall file to the STC a dossier comprising:

a/ An application for listing registration, made according to the set form;

b/ A book of monitoring investment fund certificate holders;

c/ A report evidencing that the causes of delisting have been overcome.

2. Within 45 days after receiving the complete dossiers, the STC shall consider and permit the relisting.

3. The fund-managing company shall not be considered for relisting within 2 years after the delisting.

Article 24.- A fund-managing company specified in Article 23 of this Regulation may relist its investment fund certificates if it meets the following conditions:

1. The fund’s net asset value is larger than VND 5 billion;

2. It has a healthy financial situation and bright development prospects;

3. The auditing agency’s opinions on the fund’s financial reports for the latest 2 consecutive years up to the date of applying for relisting must be "fully acceptance" or "acceptance with acception".

4. The causes for delisting have been overcome.

Article 25.- Listed organizations and fund-managing companies shall have to fully pay fees according to the current regulations.

Article 26.- Shares and bonds shall be delisted in the following cases:

1. Listed organizations go bankrupt or are dissolved;

2. Listed organizations have discontinued their main business activities for one year or more or have their business registration certificates or main operation licenses withdrawn;

3. The auditing agency’s opinions on financial reports of listed organizations for 2 consecutive years are non-acceptance or refusal to give opinions;

4. Listed organizations deliberately or frequently breach regulations on information disclosure;

5. Listed organizations fail to submit annual reports for 2 consecutive years;

6. No transactions on shares or bonds listed at the STC have been conducted for one year;

7. Net assets of listed organizations have been negative for 2 consecutive years;

8. The conditions prescribed in Clause 3, Article 22 of this Regulation have not been met for over one year (if the capital is in the form of shares);

9. The conditions prescribed in Clause 4, Article 22 of this Regulation have not been met for over one year (if the capital is in the form of bonds);

10. The remaining time for bond repayment is under 2 months; or all bonds are bought back by issuing organizations before their maturity;

11. Listed organizations have filed applications for delisting and obtained the STC’s approval;

12. The SSC deems it necessary to delist in order to protect the investors’ interests.

Article 27.- Investment fund certificates shall be delisted in the following cases:

1. The issuing funds are dissolved;

2. The fund-managing companies deliberately or frequently breach regulations on information disclosure;

3. No transactions on investment fund certificates listed at the STC have been conducted for one year;

4. The investment fund certificate prices have dropped, by over 20% a year for 2 consecutive years;

5. The number of investors has been less than 100 for a period of more than one year;

6. The remaining operation duration of the fund is 2 months;

7. The fund-managing companies have filed applications for delisting and obtained the STC’s approval;

8. The State Securities Commission deems it necessary to make the delisting in order to protect the investors’ interests.

1. A listed organization or a fund-managing company that wishes to cancel its listing at the STC shall have to file to the STC a dossier comprising:

a/ An application for the delisting, made according to the set form, clearly stating the reasons therefor;

b/ The resolution of the shareholders’ congress on delisting.

2. Past thirty days after receiving the complete dossier specified in Clause 1 of this Article, the STC shall either approve or reject the delisting application.

3. Fifteen days before the delisting, the STC shall publicly announce to the investors and inform the concerned listed organization or fund-managing company of the date and reason(s) for delisting.

Article 29.- Listed shares and bonds shall be put on the list of securities subject to control in the following cases:

1. Listed organizations have their main business operations suspended for a period of between 3 months and one year;

2. The auditing agency’s opinions on annual financial reports of listed organizations are non-acceptance or first refusal to give opinions;

3. Listed organizations breach regulations on information disclosure;

4. Listed organizations fail to submit their annual reports for the first time;

5. Net assets of listed organizations are negative;

6. The conditions prescribed in Clause 3, Article 22 of this Regulation have not been met (if the capital is in form of shares);

7. The conditions prescribed in Clause 4, Article 22 of this Regulation have not been met (if the capital is in form of bonds).

8. Enterprises’ shares or bonds have not been traded for 3 months.

Article 30.- Listed investment fund certificates shall be put on the list of securities subject to control in the following cases:

1. Fund-managing companies fail to submit their annual reports for the first time;

2. Fund-managing companies breach regulations on information disclosure;

3. The number of investment fund certificate holders of each fund is less than 100.

4. Investment fund certificates have not been traded for 3 months.

Chapter IV

INFORMATION DISCLOSURE

1. The STC, listed organizations and fund-managing companies shall disclose information according to the provisions of this Regulation.

2. The information disclosure by the listed organizations and fund-managing companies shall be performed by the information disclosing employees.

3. The listed organizations and fund-managing companies shall have to appoint their information disclosing employees and submit to the STC the dossiers on such employees, which include a curriculum vitae and the concerned listed organization’s letter of authorization, made according to the set form.

4. In case of replacement of their information disclosing employees, the listed organizations and fund-managing companies shall have to report it to the STC in writing.

1. A listed organization shall have to quarterly and biannually report to the STC and the SSC on its operation result, capital, assets, turnover, profit, taxes... within the first 15 days of the following quarter or month.

2. A listed organization shall have to publicly announce its annual report within 90 days after the end of a fiscal year, including: the accounting balance sheet, business operation result report, monetary circulation report, financial report explanation made according to currently set form (together with the auditing agency’s opinions accepted) and summarized report with prescribed contents;

3. In cases where a listed organization owns 50% or more of equity capital of another organization, or otherwise, 50% or more of its equity capital is held by another organization, its financial report must include the latter’s financial report;

4. The listed organizations’ annual reports prescribed in Clauses 2 and 3 of this Article shall be submitted to the STC and the SSC, published on yearly publications of such listed organizations, and briefly published on a centrally-run newspaper for two consecutive issues.

5. Annual reports shall be kept for 2 years at the STC’s information disclosure section for reference by investors.

1. A listed organization shall have to make prompt information disclosure when:

a/ Its bank account is suspended or frozen; or the freezing order is canceled and the account is resumed;

b/ It falls into the state of bankruptcy or decides to dissolve;

c/ It decides to carry out its amalgamation, merger, split-up, division or transformation;

d/ Its business activities have been ceased for more than 3 months, are suspended or resumed after suspension; its main product is suspended from circulation;

e/ Its business registration certificate or operation license is withdrawn;

f/ It suffers from a loss equal to 10% or more of its equity capital’s value;

g/ It is prosecuted for matters related to the listed organization;

h/ It decides to pay dividends;

i/ It decides to change its business objectives;

j/ It decides to make an investment for production and/or business expansion valued at 10% or more of its total equity capital’s value;

k/ It decides to apply new technology or transfer technology; purchase or sell its fixed assets with a value equal to 10% or more of its total equity capital;

l/ It decides to invest in another organization’s shares with a value equal to 10% or more of its total equity capital;

m/ It decides to make share split, reverse split or to issue shares to increase its charter capital, decides to buy or sell its shares; or decides the date to exercise the right to buy shares inscribed on bonds accompanied by the right to buy shares or the date to effect the conversion of convertible bonds into shares;

n/ The tax agency investigates violation(s) of the tax legislation; or there is a court rule concerning the firm’s business activities;

o/ It signs a loan contract or issues bonds with a value of 30% or more of its total equity capital;

p/ It issues reward shares or shares for payment of dividends with a value of 10% or more of its equity capital;

q/ It convenes shareholders’ congress (including annual congress and extraordinary one), informing the date, agenda and result of such congress; it changes its director, head office address or appellation;

r/ It files an application for delisting;

s/ Other events that may adversely affect the securities’ prices or the investors’ interests, occur;

t/ Its founding shareholders, managing board’s members or key posts’ holders (general directors, deputy general directors, chief accountants...) wish to sell or buy its shares.

2. The listed organization shall have to promptly report in writing on events specified in Clause 1 of this Article to the STC within 24 hours after their occurrence; and disclose such events on a centrally-run newspaper and a newspaper of the locality where such issuing organization’s head office is located within 3 days after the occurrence thereof .

3. The STC shall disclose events specified in Clause 1 of this Article on its own information disclosing means. Particularly for cases specified at Points n, r and s, the STC shall have to disclose such events on the mass media.

1. A listed organization shall have to disclose information at the requests of the STC or the SSC when:

a/ There is a rumor concerning the listed organization, which affects the securities prices and needs to be verified;

b/ The listed securities’ prices and trading volume are volatile.

2. The listed organization shall have to disclose information as provided for in Clause 1 of this Article within 24 hours after the STC or SSC makes its request, on a centrally-run newspaper and a newspaper of the locality where such organization’s head office is located; and report to the STC and SSC thereon in writing.

3. The STC shall specify the contents of information to be disclosed by issuing organizations at requests.

1. Fund-managing companies shall have to disclose their quarterly, biannual and annual reports.

2. The annual report must contain the following:

a/ Accounting balance sheet, business operation result report, monetary circulation report and financial report explanation of the fund-managing company (together with the auditing agency’s opinions "accepted"), made according to the current set forms;

b/ Any change of director (general director), structure of major shareholders or structure of the managing board of the fund-managing company;

c/ Other changes relating to the company’s organization and operation;

d/ Accounting balance sheet, business operation result report and financial report explanation of each fund made according to the current set form;

e/ The fund’s profit and profit distribution in the reporting period;

f/ The fund’s net assets and prices of investment fund certificates in circulation at the end of the reporting period;

g/ Change of the fund manager;

h/ Important decisions concerning the fund’s investment policies.

3. Reports specified at Points d, e and f, Clause 2 of this Article must be certified by the fund-supervising bank.

4. The annual reports shall be disclosed within 90 days after the end of a fiscal year.

5. Fund-managing companies’ periodical reports specified in Clauses 1, 2 and 3 of this Article shall be submitted to the STC and the SSC, published on the yearly publications of listed organizations and briefly published on a centrally-run newspaper for 2 consecutive issues.

6. The annual reports shall be kept for 2 years at the information disclosing section of the STC for reference by investors.

1. A fund-managing company shall have to promptly disclose information when:

a/ Its operation has been suspended;

b/ It decides on its amalgamation, merger, split up, division or transformation;

c/ It suffers from a loss equal to 10% or more of its equity capital;

d/ The chairman of its managing board or its executive director is prosecuted;

e/ It falls into the state of bankruptcy or decides to be dissolved;

f/ It decides to shut down or open a branch;

g/ It makes important changes in its business activities, which may affect the fund management;

h/ The fund’s net assets decrease by 10% as compared to that at the time of its official establishment registration;

i/ The fund-supervising bank is replaced;

j/ The fund-managing company is replaced;

k/ The fund charter is amended and/or supplemented;

l/ The fund is dissolved.

2. The fund-managing company shall have to report to the STC events specified in Clause 1 of this Article within 24 hours after the occurrence of such events and disclose them on a centrally-run newspaper and a newspaper of the locality where the company’s head office is located within 3 days after the occurrence of such events.

1. The fund-managing companies shall have to disclose information at the request of the STC or the SSC when:

a/ There is a rumor which may affect the prices of investment fund certificates and needs to be verified;

b/ The trading prices and volume of investment fund certificates are volatile.

2. The fund-managing companies shall have to disclose information as prescribed in Clause 1 of this Article within 24 hours after it is so requested by the STC or the SSC, on a centrally-run newspaper and a newspaper of the locality where their head-offices are located; and have to report thereon to the STC and the SSC in writing.

3. The STC shall specify the contents to be disclosed at requests by fund-managing companies.

1. In cases where the information disclosure cannot be made on time due to force majeure, the listed organizations and fund-managing companies shall have to report to the STC and the SSC, then effect the information disclosure as soon as possible.

2. The SSC and the STC may consider and approve the non-disclosure or temporary postponement of disclosure when:

a/ The information may affect the national security, defense and interests;

b/ The information may reveal business secrets or cause harms to listed organizations;

c/ The information may lead to misunderstanding and affect the investors’ interests;

Article 39.- Listed organizations, fund-managing companies and involved persons must not:

1. Disclose false information;

2. Disclose change in the content of already disclosed important information without giving any explanation and reporting it to the SSC and the STC;

3. Disclose conflicting information and negate previously disclosed information;

4. Use undisclosed information for the purpose of buying or selling securities.

Article 40.- The STC shall have to disclose the following information:

1. Information on trading activities on the market, including:

a/ Securities trading prices (including the opening price, closing price, highest price and lowest price) on a trading day;

b/ Trading volume;

c/ Trading value;

d/ Result of block trading (names of securities, trading prices and volume);

e/ Trading activities of redeeming or reselling shares of listed organizations by themselves (names of shares, trading prices and volume).

2. Information on trading orders on the market, including:

a/ The best offer price, the best ask price;

b/ The size of trading orders;

c/ The number of buying orders or selling orders;

3. Information on listed securities price index, including:

a/ Assorted share price index;

b/ Average share price;

c/ Bond price index.

4. Information on market management, including:

a/ Halt or allowed resumption of listed securities trading;

b/ Announcement of trading days on which dividends and bond interests shall not be received or those on which the accompanying rights shall not be enjoyed;

c/ The securities which are subject to control;

d/ Delisting of a type of securities or allowed relisting of such type of securities;

e/ Membership suspension or allowed resumption of members’ operation;

f/ Other information relating to the market management.

5. Information on market situation, including:

a/ Trading situation of 5 top shares;

b/ Size of trading orders placed for 5 top shares;

c/ Daily share price fluctuation;

d/ Shares with closing prices reaching the ceiling or floor limit.

e/ Other necessary statistical information.

6. Information on listed organizations and fund-managing companies, including:

a/ Financial status;

b/ Securities names, issuing volumes, par values and prices;

c/ Administrative sanctions related to securities;

d/ Other information.

7. Information on members, including:

a/ Trading activities;

b/ Sanctions against members;

c/ Other information.

8. Information on investors, including:

a/ Organizations and/or individuals that conduct transactions which change their respective holding of 5% or more of the voting shares or that no longer hold 5% of the voting shares of a listed organization.

b/ The open bidding by organizations and/or individuals that conduct securities trading with a volume equal to 25% or more of the voting shares of a listed organization.

c/ Other information.

1. The STC shall disclose the market information through its means, including: electronic display-board at the STC, end terminals or other computerized means on the trading floor, as well as publications of the STC.

2. The STC may use the mass media to disclose information.

1. The STC shall supply information on listed organizations and fund-managing companies to securities firms. The securities firms shall have to further supply information on listed organizations and fund-managing companies to investors.

2. The STC shall keep and preserve the market information according to the provisions of law.

Chapter V

SECURITIES TRADING

1. The STC shall organize securities trading sessions on every Monday, Wednesday and Friday, except the public holidays provided for in the Labor Code.

2. The Chairman of the State Securities Commission shall decide to change trading days when deeming it necessary.

1. The STC may change the trading hours in the following cases where:

a/ Transactions cannot be effected as usual due to incidents in the trading system;

b/ A half (1/2) or more of the STC members meet with incidents in the trading order routing system;

c/ Such force majeure events as natural calamities, fires or other objective events occur.

2. When events mentioned at Points a and b, Clause 1, this Article occur, the STC shall halt the reception of trading orders. Trading activities shall resume immediately after the trading system or the order routing system of the members is restored. In cases where these systems cannot be restored before the end of a trading session, such trading session shall be considered concluded at the previous order matching time.

3. When events mentioned at Point c, Clause 1, this Article, occur, the STC shall base itself on the actual situation to decide and announce the change of trading hours.

1. The STC shall organize trading through the trading system by two following modes:

a/ Order-matching mode: is a trading mode whereby clients’ buying orders and selling orders are matched on the principle that the executed price shall be determined as follows:

a.1. Being the price at which the maximum securities volume is traded;

a.2. If there are more than one price level satisfying Point a.1 of this Article, the price level that is equal to or closer to the executed price of the latest order matching time shall be chosen;

a.3. If there are still more than one price level satisfying Point a.2. of this Article, the higher price level shall be chosen.

b/ Negotiation mode: is a trading mode whereby members negotiate among themselves on the trading conditions.

2. Securities trading by foreign investors at the STC shall be managed as follows:

a/ The trading system controls and discloses the securities volumes that foreigners are allowed to buy.

b/ Securities volume to be bought by foreigners shall be deducted from that allowed to be bought right after the buying orders are executed. Securities volume to be sold by foreigners shall be added to that allowed to be bought after the trading settlement.

c/ After buying orders are executed, if the securities volume allowed to be bought has run out, the foreigners’ securities buying orders that have been partially executed or not yet been executed shall be automatically canceled, while new buying orders entered into the trading system shall not be accepted.

1. Trading orders processed by the order-matching mode shall be limit orders entered by members’ trading representatives into the trading system at the STC.

2. Orders already entered into the trading system shall not be allowed to be canceled and be valid till the end of the trading day.

3. Trading representatives shall be allowed to correct orders only in case of entering wrong identification numbers of the investors’ trading accounts. The correction of trading orders shall be valid only when the original orders have not yet been executed.

Article 47.- A trading order to be entered into the trading system by the order-matching mode shall include the following:

1. Buying order or selling order;

2. Code of securities;

3. Quantity;

4. Price;

5. Identification number of the investor’s trading account;

6. Symbols of trading orders:

- Dealing orders of members (P);

- Brokerage orders of members (C);

- Orders from foreign custody members (F);

- Orders from domestic custody members (M).

7. Other details prescribed by the STC.

1. The trading units by the order-matching mode are prescribed as follows:

a/ Shares: 100 shares;

b/ Bonds: 10 bonds;

c/ Investment fund certificates: 100 certificates.

2. The quotation units are prescribed as follows:

a/ Trading by the order-matching mode:

b/ By the negotiation mode: there is no prescription on quotation units.

1. Basing itself on the specific actual conditions and situation, the STC shall prescribe the specific price fluctuation range on each trading day after obtaining consents of the SSC Chairman.

2. Securities price fluctuation limits are calculated as follows:

Maximum price = Referred price + (Referred price x price fluctuation range)

Minimum price = Referred price - (Referred price x price fluctuation range)

3. Referred price is determined as follows:

a/ Referred prices for normally traded shares, investment fund certificates and bonds shall be the closing price of the preceding trading day;

b/ For newly listed securities, in the first trading day the STC shall receive trading orders without imposing price fluctuation limits, and take the closing price of the trading day as the referred price. The price fluctuation range shall be applicable as from the next trading day;

c/ In cases where securities are subject to, are no longer subject to the control or are suspended from trading for more than 30 days, the referred price shall be determined according to the provisions at Point b of this Article;

d/ In cases where securities trading is not entitled to cum-rights, the referred price shall be determined by readjusting the closing price of the latest trading day to the value of the cum-rights;

e/ In case of share split or reverse split, the referred price thereafter shall be determined by readjusting the closing price of the trading day preceding to the date of split according to the share split or reverse split rate.

f/ In some necessary cases, the STC may apply the other methods of determining the referred price after obtaining consent of the SSC Chairman.

Article 50.- Time schedule for trading by order-matching mode and negotiation mode shall be set by the STC after obtaining consent of the SSC Chairman.

Article 51.- Trading orders to be entered into the trading system shall be matched in the following priority order:

1. Price priority:

a/ Buying orders with higher price shall be executed first;

b/ Selling orders with lower price shall be executed first.

2. Time priority: In cases where buying orders or selling orders are placed with the same price, trading orders which have been entered into the trading system earlier shall be executed first.

Article 52.- Trading result of each member shall be separately notified by the STC to such member’s trading representative and contain the following:

1. Identification number of the trading order;

2. Identification number of the trading confirmation notice;

3. Securities code;

4. Executed price;

5. Buying or selling quantity;

6. Time of trading execution;

7. Buying or selling order;

8. Order’s signs;

9. Identification number of the client’s bank account;

10. Identification number of the member’s trading representative.

1. The block trading is the trading with the following minimum volume:

a/ For shares: 10,000 shares;

b/ For investment fund certificates: 10,000 certificates;

c/ For bonds: 3,000 bonds;

2. The block trading shall be effected by negotiation mode and in compliance with the following regulations:

a/ Trading representatives shall check price offers of other members and enter their price offers into the trading system. Each contains the following:

a.1: Securities bid or ask

a.2: Securities code

a.3: Quantity

a.4: Price

a.5: Contact telephone number

b. After reaching an agreement on trading terms and conditions, the seller’s trading representative shall enter the already agreed trading order into the trading system with the following details:

b.1: Securities code

b.2: Quantity

b.3: Price

b.4: Identification number of the buying member

b.5: Identification number of the buyer’s trading representative

b.6: Trading order’s signs

b.7: Identification number of the investor’s trading account

c/ Negotiated transactions’ results shall be displayed on the screens of members’ trading representatives at the STC. Trading representatives shall have to check the completed transactions through the following details:

c.1: Securities code

c.2: Trading by the negotiation mode

c.3: Identification number of the trading confirmation notice

c.4: Identification number of the investor’s account

c.5: Status of the transaction

c.6: Partner in the transaction

c.7: Trading order’s signs.

3. Odd lot trading shall be effected directly between investors and member securities firms on the principle of price negotiation.

Monthly, member securities firms shall have to report on odd lot trading results to the STC.

1. Listed organizations that wish to buy or sell treasury shares shall have to file applications for permission according to the STC’s regulations.

2. Listed organizations shall be permitted to redeem no more than 30% of the total volume of common shares, a part or the whole volume of other types of shares which have already been issued.. On each trading day, a listed organization shall be allowed to place orders only once with a minimum volume equal to 3% and a maximum volume equal to 5% of the total volume stated in the application. In special cases, the STC may permit listed organizations to place trading orders exceeding 5% of the total volume stated in their applications.

3. In cases where a listed organization redeems treasury shares in a volume exceeding 25% of its voting shares, it must effect such redemption by mode bidding according to the SSC’s regulations.

4. Listed organizations shall have to conclude the listed share redemption or resale within 3 months after they obtain the approval thereof. In case of redemption, the listed organizations shall be allowed to sell the redeemed shares after holding them for at least 6 months.

1. Organizations and/or individuals that conduct transactions which change their holding of 5% or more of the voting shares or that no longer hold 5% of the voting shares of a listed organization shall have to report it to the STC within 24 hours after the transactions are settled.

2. Organizations and/or individuals that wish to make a securities trading with a volume of 25% or more of the voting shares of a listed organization shall have to organize an open bidding according to the SSC’s regulations.

Article 56.- The members’ trading errors which arise due to confusions and/or mistakes (on buying or selling orders, securities types, prices and quantities) in the process of receiving and processing orders or the process of routing or entering orders into the trading system must be reported to the STC by such members, who shall have to settle their trading errors with their clients. The STC shall specifically set the principles on and method of correcting members’ trading errors.

1. When securities buying or selling orders are placed to a member, the balance of the ordering client’s account opened at such member must satisfy the requirement that the deposit is equal to 100% of the value of securities ordered to buy or full volume of securities ordered to sell.

2. For members’ dealing orders, no deposit is required.

3. Before entering trading orders into the trading system, securities firms shall have to check the securities holding rate of foreign investors through their accounts at foreign custody members.

1. In cases where the price or volume of a specific securities type is volatile, the STC shall describe warning signals and may decide to halt the trading of such securities type and request the concerned listed organization to disclose necessary information.

2. In case of share split or reverse split, the STC shall halt the trading of such type of share till the share split or reverse split is completed.

3. The STC may decide to halt the trading of a specific type of securities in order to protect the common interests of the public investors or to ensure the fair and stable operation of the securities market.

4. The STC shall prescribe symbols to be displayed on electronic boards and disclose on its communication means events specified at Points c, d and e, Clause 3 of Article 49 and Clauses 1 and 3 of this Article.

Article 59.- Investors are strictly prohibited to place orders for buying and selling securities of the same type on the same trading day.

1. Securities shall be subject to control when they fall into the state prescribed in Articles 29 and 30 of this Regulation, and shall no longer be subject to control when the STC has overcome such state.

2. When securities are subject to or no longer subject to control, the STC shall suspend the securities trading to re-determine the referred price for such securities.

Chapter VI

IMPLEMENTATION PROVISIONS

Article 64.- Any supplements and/or amendments to this Regulation shall be decided by the Chairman of the State Securities Commission.

Chairman of the State Securities Commission
NGUYEN DUC QUANG