DECISION

PROMULGATING REGULATIONS ON INFORMATION DISCLOSURE OF VIETNAM EXCHANGE AND ITS SUBSIDIARIES

CHIEF EXECUTIVE OFFICER OF VIETNAM EXCHANGE

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020 on derivatives and derivative market;

Pursuant to the Decision No. 37/2020/QD-TTg dated December 23, 2020 of the Prime Minister on establishment, organization and operation of Vietnam Exchange;

Pursuant to the Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidance on information disclosure on securities market;

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Pursuant to the Circular No. 30/2019/TT-BTC dated May 28, 2019 of the Minister of Finance providing guidance on registration, depositing, listing, trading and settlement of government debt instruments, government-guaranteed bonds issued by banks for social policies and municipal bonds;

Pursuant to the Circular No. 107/2016/TT-BTC dated June 29, 2016 of the Minister of Finance providing guidance on offering and trading of covered warrants;

Pursuant to the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidance on operation and management of securities investment funds;

Pursuant to the Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidance on offering and issuance of securities, tender offer, share repurchase, registration and delisting of public companies;

Pursuant to the Circular No. 120/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidance on trading of listed and registered shares, fund certificates, corporate bonds and covered warrants listed on securities trading system;

Pursuant to the Circular No. 121/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidance on operation of securities companies;

Pursuant to the Decision No. 757/QD-BTC dated April 01, 2021 of the Minister of Finance promulgating the Charter on organization and operation of Vietnam Exchange;

Pursuant to the Official Dispatch No. 8537/UBCK-GSDC dated December 15, 2021 of the State Securities Commission of Vietnam giving approval for promulgation of regulations on information disclosure of Vietnam Exchange and its subsidiaries;

Pursuant to the Resolution No. 17/NQ-HDTV dated December 03, 2021 of the Board of Members of Vietnam Exchange giving approval of Regulations on information disclosure of Vietnam Exchange and its subsidiaries;

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HEREBY DECIDES:

Article 1. The “Regulations on information disclosure of Vietnam Exchange and its subsidiaries” is issued together with this Decision.

Article 2. This Decision comes into force from the date on which it is signed.

Article 3. The Head of Market Surveillance Department, the Head of Member Regulation Department, Hanoi Stock Exchange, Ho Chi Minh Stock Exchange, heads of units of Vietnam Exchange, and relevant organizations and individuals are responsible for the implementation of this Decision./.

CHIEF EXECUTIVE OFFICER




Pham Van Hoang

REGULATIONS

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Chapter I

GENERAL PROVISIONS

Article 1. Scope and regulated entities

1. This document provides guidelines for information disclosure by the entities participating in securities trading at Vietnam Exchange (VNX) and VNX’s subsidiaries (including Hanoi Stock Exchange (HNX) and Ho Chi Minh Stock Exchange (HOSE)). Disclosure of information about private placement and trading of privately placed bonds shall comply with specific regulations.

2. This Decision applies to:

a) Trading members, special trading members, and securities investment fund management companies;

b) Organizations having their shares listed or registered, and organizations having corporate bonds listed;

c) Issuers of covered warrants;

d) Listed public funds, and listed public securities investment companies;

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e) Other relevant organizations and individuals as regulated by the Law on securities.

Article 2. Definitions and abbreviations

In addition to the terms defined in the Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidance on information disclosure on securities market (hereinafter referred to as “Circular No. 96/2020/TT-BTC”), for the purposes of this document, the following terms are construed as follows:

1. Members of the internal audit board defined in Clause 45 Article 4 of the Law on securities are members of the internal audit committee that is a specialized body of the Board of Directors as prescribed in Article 161 of the Law on enterprises.

2. Group of related persons/investors includes the entities defined in Clause 46 Article 4 of the Law on securities.

3. Group of related foreign investors includes foreign organizations that are related persons as defined in Clause 4 Article 2 of the Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance providing guidance on obligations of organizations and individuals arising from foreign investments in Vietnam's securities market (hereinafter referred to as “Circular No. 51/2021/TT-BTC”).

4. UPCoM trading system means a system for trading of unlisted securities organized and operated by HNX.

5. Underlying securities issuer means the issuer of securities that are used as underlying assets of covered warrants.

6. Fund management company means a securities investment fund management company that manages listed public funds or listed public securities investment companies.

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Article 3. General provisions on information disclosure

The entities specified in Clause 2 Article 1 of this document shall disclose information in accordance with the provisions of Article 4 of the Circular No. 96/2020/TT-BTC and the following guidelines:

1. An equitized enterprise that applies for trading on the UPCoM trading system but does not yet obtain the certification of completion of procedures for public company registration from the State Securities Commission of Vietnam (SSC) shall not be required to submit reports to the SSC when disclosing information.

2. When sending information to be disclosed to the SE, the following guidelines must be adhered:

a) The entities mentioned in Clause 2 Article 1 of this document, except trading members and special trading members, shall disclose information on HNX or HOSE where their securities are listed or registered;

b) Trading members and special trading members shall send their information to be disclosed to VNX. Trading members or special trading members that are listed organizations or registered organizations shall concurrently disclose information on VNX as prescribed in Chapter III of this document and disclose information on HNX or HOSE where their securities are listed or registered as prescribed in Chapter II of this document.

3. Information disclosure shall comply with provisions of the Circular No. 96/2020/TT-BTC, this document and other relevant regulations. Information must be disclosed in a clear and comprehensible manner so as to avoid causing confusion to shareholders and investors.

SEs shall refuse to receive and disclose information on their websites in case the submitted information is presented in an unclear manner or using wrong form, or is found to be inaccurate or forged, or to be not related to securities activities and securities market or that is not required to be disclosed in accordance with regulations of the Law on securities.

4. In case of changes in disclosed information, the entity that has disclosed such information shall disclose such changes and send an official dispatch stating such changes to SSC and the SE where such information must be disclosed.

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Article 4. Language used for information disclosure

1. The language used for information disclosure is Vietnamese.

2. In case of disclosure of information in English, the information disclosed in English must match that disclosed in Vietnamese, and the English information only serves reference purpose. Disclosure of additional information in English is encouraged.

Article 5. Individuals disclosing information

1. Individuals disclosing information of the entities that are required to disclose information shall comply with Article 6 of the Circular No. 96/2020/TT-BTC.

2. Individuals disclosing information of foreign investors/groups of related foreign investors shall comply with Clause 3 Article 5 of the Circular No. 51/2021/TT-BTC.

3. Organizations or individuals authorized to disclose information by individual investors shall submit powers of attorney/authorization contracts which are made in accordance with regulations of law to the SE where information is disclosed 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

1. For documents in physical form:

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b) A valid document is required to:

- For documents of an individual: bear full name and signature of the individual;

- For documents of an organization: bear certification of competent person, including full name, title and signature of that competent person, and seal.

2. For documents in the form of electronic document or data:

Entities required to disclose information shall send information to be disclosed in the form of electronic documents or data to the SE where such information must be disclosed in accordance with regulations of law on electronic documents and the following guidelines:

a) Electronic documents or data must come in doc/docx/xls/xlsx/pdf format (using Unicode character set);

b) In case other regulations on format of disclosed information are adopted by the SE where information will be disclosed, such regulations shall apply.

Article 7. Means and methods of sending information to be disclosed

1. Means of disclosing information of the entities that are required to disclose information shall comply with Article 7 of the Circular No. 96/2020/TT-BTC.

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a) In case entities disclosing information have registered for use of the electronic information disclosure system:

They shall comply with Clause 10 Article 7 of the Circular No. 96/2020/TT-BTC and guidelines for use of the electronic information disclosure system given by the SE where the information will be disclosed.

If information cannot be sent via the electronic information disclosure system due to force majeure events such as network system or server malfunctioning, failure to use digital certificates, suspension of the system as requested by competent authorities, etc., the entities disclosing information shall send their information in writing by post or in person to the SE where such information will be disclosed, send the information in the form of electronic data via e-mail by the prescribed deadline and notify the reasons for failure to send information via the electronic information disclosure system to the SE where such information will be disclosed for giving guidelines or take remedial measures (if needed).

b) In case entities disclosing information do not yet register for use of the electronic information disclosure system:

Organizations that do not yet register for use of the electronic information disclosure system and individuals shall send information to be disclosed simultaneously in physical form by post or in person to the SE where such information will be disclosed and in electronic data via e-mail of the same SE.

Article 8. Delayed information disclosure

The delay in information disclosure of the entities that are required to disclose information shall comply with Article 8 of the Circular No. 96/2020/TT-BTC.

Article 9. Preserving and storing disclosed information

Entities disclosing information shall preserve and store their disclosed information in accordance with Clause 5 Article 4 of the Circular No. 96/2020/TT-BTC.

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INFORMATION DISCLOSURE BY ORGANIZATIONS HAVING REGISTERED OR LISTED SHARES, ORGANIZATIONS HAVING LISTED BONDS, ISSUERS OF COVERED WARRANTS

Article 10. Information disclosure by registered organizations

1. Periodic information disclosure

Registered organizations shall disclose information periodically in accordance with Article 10 of the Circular No. 96/2020/TT-BTC.

2. Extraordinary information disclosure

Registered organizations shall carry out extraordinary information disclosure within twenty-four (24) hours from the occurrence of one of the events prescribed in Article 11 of the Circular No. 96/2020/TT-BTC and the following guidelines:

a) Regarding information on changes, appointment, reappointment or dismissal of an insider: the registered organization shall disclose information using the form in Appendix I enclosed herewith which is enclosed with the new curriculum vitae of the insider made using the form in Appendix III enclosed with the Circular No. 96/2020/TT-BTC within twenty-four (24) hours from the date on which the changes, appointment, reappointment or dismissal of insider becomes effective.

Regarding the provision of information about insiders and their related persons according to the form in Appendix III enclosed with the Circular No. 96/2020/TT-BTC:

- The registered organization shall provide adequate information about full names and relationships with related persons of the insider in accordance with regulations of law in force (regardless of whether the related person owns shares or not) at Section 16 of the form in Appendix III enclosed with the Circular No. 96/2020/TT-BTC.

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- In case of changes in information about insiders and their related persons which has been provided using the form in Appendix III enclosed with the Circular No. 96/2020/TT-BTC, the registered organization shall send a notice to the SE where such information has been disclosed using the form in Appendix II enclosed herewith.

b) Regarding information on changes in contents of enterprise registration certificate, establishment and operation license or operation license, the registered organization shall disclose information using the form in Appendix III enclosed herewith which will be enclosed with the legitimate copy of the modified enterprise registration certificate/ establishment and operation license or operation license.

c) Registered organizations shall carry out registration of their corporate structure and financial statements when registering the first trading date or carry out registration of changes in their corporate structure and financial statements due to enterprise reorganization as prescribed in Point e or Point h Clause 1 Article 11 of the Circular No. 96/2020/TT-BTC using the form in Appendix IV enclosed herewith.

d) In case of changes in the number of shares with voting rights, registered organizations shall disclose information in accordance with Point k Clause 1 Article 11 of the Circular No. 96/2020/TT-BTC and the form in Appendix V enclosed herewith.

dd) In other cases of extraordinary information disclosure, registered organizations shall disclose information using the form in Appendix VI enclosed herewith.

3. Disclosure of information on demand

Registered organizations shall disclose information on demand in accordance with Article 12 of the Circular No. 96/2020/TT-BTC.

4. Disclosure of information on other activities

Registered organizations shall disclose information on other activities in accordance with Article 13 of the Circular No. 96/2020/TT-BTC and the following guidelines:

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b) Registered organizations shall disclose information on foreign holdings in accordance with Clause 2 Article 13 of the Circular No. 96/2020/TT-BTC.

c) Registered organizations shall disclose information about their share repurchase and sale of treasury stocks in accordance with Clause 4 Article 37 of the Law on Securities, Article 8 of the Circular No. 120/2020/TT-BTC dated December 31, 2020 of the Minister of Finance, and Clause 3 Article 13 of the Circular No. 96/2020/TT-BTC.

Article 11. Information disclosure by listed organizations or registered organizations that are large-cap public companies

1. Periodic information disclosure

Listed organizations or registered organizations that are large-cap public companies shall disclose information periodically in accordance with Article 14 of the Circular No. 96/2020/TT-BTC.

2. Extraordinary information disclosure

Listed organizations or registered organizations that are large-cap public companies shall carry out extraordinary information disclosure in accordance with Article 15 of the Circular No. 96/2020/TT-BTC and Clause 2 Article 10 of this document.

3. Disclosure of information on demand

Listed organizations or registered organizations that are large-cap public companies shall disclose information on demand in accordance with Article 16 of the Circular No. 96/2020/TT-BTC.

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Listed organizations or registered organizations that are large-cap public companies shall carry out extraordinary information disclosure in accordance with Article 17 of the Circular No. 96/2020/TT-BTC and Clause 4 Article 10 of this document.

5. Starting and ending points of information disclosure by listed organizations or registered organizations that are large-cap public companies shall be determined in accordance with Article 18 of the Circular No. 96/2020/TT-BTC and the following guidelines:

a) Within 01 year from the date on which a registered organization is no longer considered as a large-cap public company as defined in Clause 1 Article 3 of the Circular No. 96/2020/TT-BTC, it shall continue disclosing information as a large-cap public company in accordance with the provisions of this document.

b) Within five (05) working days before the period in which a registered organization that is a large-cap public company is required to disclose information expires, the registered organization shall send an announcement of termination of information disclosure as a large-cap public company which is made using the form in Appendix VII enclosed herewith to the SE where its information is disclosed.

Article 12. Information disclosure by equitized enterprises that have registered for trading on UPCoM trading system

Equitized enterprises that have registered for trading on UPCoM trading system shall disclose information in accordance with Article 10 of this document.

Article 13. Information disclosure by organizations making public offering of corporate bonds and organizations that have corporate bonds listed

1. When conducting public offering of corporate bonds, listed organizations or registered organizations on SEs shall disclose information in accordance with Article 19 of the Circular No. 96/2020/TT-BTC.

2. Organizations that have corporate bonds listed and also are registered organizations on SEs shall disclose information in accordance with Article 20 of the Circular No. 96/2020/TT-BTC and Article 10 of this document.

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4. Organizations that have corporate bonds listed other than those specified in Clause 2 and Clause 3 of this Article shall disclose information in accordance with Clause 3 Article 20 of the Circular No. 96/2020/TT-BTC.

Article 14. Information disclosure by issuers of covered warrants

Issuers of covered warrants shall disclose information in accordance with Clause 11 Article 4, Clause 1 Article 7, Article 18 and Article 19 of the Circular No. 107/2016/TT-BTC dated June 29, 2016 of the Minister of Finance.

Chapter III

INFORMATION DISCLOSURE BY TRADING MEMBERS, SPECIAL TRADING MEMBERS AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

Article 15. Information disclosure by trading members and securities investment fund management companies

1. Periodic information disclosure

Trading members and securities investment fund management companies shall disclose information periodically in accordance with Article 22 of the Circular No. 96/2020/TT-BTC.

2. Extraordinary information disclosure

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a) When disclosing information on changes, appointment, reappointment or dismissal of insiders, trading members and securities investment fund management companies shall comply with Point a Clause 2 Article 10 of this document.

b) Regarding information on changes in contents of enterprise registration certificate, establishment and operation license or operation license, trading members and securities investment fund management companies shall disclose information using the form in Appendix III enclosed herewith which will be enclosed with the legitimate copy of the modified enterprise registration certificate/ establishment and operation license or operation license.

c) Trading members and securities investment fund management companies shall carry out registration of their corporate structure and financial statements when registering the first trading date or carry out registration of changes in their corporate structure and financial statements due to enterprise reorganization as prescribed in Point e or Point h Clause 1 Article 11 of the Circular No. 96/2020/TT-BTC using the form in Appendix IV enclosed herewith.

d) In case of changes in the number of shares with voting rights, trading members and securities investment fund management companies shall disclose information in accordance with Point k Clause 1 Article 11 of the Circular No. 96/2020/TT-BTC and the form in Appendix V enclosed herewith.

dd) In other cases of extraordinary information disclosure, trading members and securities investment fund management companies shall disclose information using the form in Appendix VI enclosed herewith which is enclosed with documents concerning the event on which information is disclosed as prescribed in Article 23 of the Circular No. 96/2020/TT-BTC.

3. Disclosure of information on demand

Trading members and securities investment fund management companies shall disclose information on demand in accordance with Article 24 of the Circular No. 96/2020/TT-BTC.

4. Other information disclosure

Trading members and securities investment fund management companies shall disclose other information as prescribed in Article 25 of the Circular No. 96/2020/TT-BTC, Clause 4 Article 10 of this document, Clause 2 Article 210 of the Decree No. 155/2020/ND-CP, Clause 5 Article 17 of the Circular No. 121/2020/TT-BTC dated December 31, 2020 of the Minister of Finance.

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Article 16. Information disclosure by special trading members

1. Special trading members that are public companies, large-cap public companies or listed organizations shall disclose information in accordance with the Circular No. 96/2020/TT-BTC.

2. Special trading members other than those specified in Clause 1 of this Article shall disclose information in accordance with Clause 2 Article 26 of the Circular No. 30/2019/TT-BTC dated May 28, 2019 of the Minister of Finance, and the provisions of this document.

3. Special trading members shall disclose information in accordance with Clause 1 and Clause 2 of this Article and the following guidelines:

a) Regarding information on changes, appointment, reappointment or dismissal of insiders, special trading members shall disclose information in accordance with Point a Clause 2 Article 10 of this document.

b) Regarding information on changes in contents of enterprise registration certificate, establishment and operation license or operation license, special trading members shall disclose information using the form in Appendix III enclosed herewith which will be enclosed with the legitimate copy of the modified enterprise registration certificate/ establishment and operation license or operation license.

c) Special trading members shall carry out registration of their corporate structure and financial statements when registering the first trading date or carry out registration of changes in their corporate structure and financial statements due to enterprise reorganization as prescribed in Point e or Point h Clause 1 Article 11 of the Circular No. 96/2020/TT-BTC using the form in Appendix IV enclosed herewith.

d) In other cases of extraordinary information disclosure, special trading members shall disclose information using the form in Appendix VI enclosed herewith.

Chapter IV

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Article 17. Disclosure of information about listed public funds

1. Periodic information disclosure

Securities investment fund management companies shall periodically disclose information about listed public funds in accordance with Article 26 of the Circular No. 96/2020/TT-BTC.

2. Extraordinary information disclosure

Trading members and securities investment fund management companies shall disclose extraordinary information about listed public funds in accordance with Article 27 of the Circular No. 96/2020/TT-BTC and the following guidelines:

a) Information about record date, date of exercise of rights of investors: Information about record date and date of exercise of rights of investors of a fund as prescribed in Point h Clause 1 Article 27 of the Circular No. 96/2020/TT-BTC shall be disclosed within twenty-four (24) hours from the issue date of the decision/resolution on the record date or date of exercise of rights.

b) Regarding information on changes, appointment, reappointment or dismissal of insiders of listed public funds, securities investment fund management companies shall disclose information in accordance with Point a Clause 2 Article 10 of this document.

c) In other cases of extraordinary information disclosure, securities investment fund management companies shall disclose information using the form in Appendix VI enclosed herewith.

3. Disclosure of information on demand

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Article 18. Disclosure of information about listed public securities investment companies

Securities investment fund management companies shall disclose information about listed public securities investment companies in accordance with Articles 28, 29 and 30 of the Circular No. 96/2020/TT-BTC and the following guidelines:

Regarding information on changes, appointment, reappointment or dismissal of insiders of listed public securities investment companies, securities investment fund management companies shall disclose information in accordance with Point a Clause 2 Article 10 of this document.

Article 19. Disclosure of information about exchange-traded funds (ETFs)

Information about ETFs shall be disclosed in accordance with Article 34 of the Circular No. 96/2020/TT-BTC, Article 49 of the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidance on operation and management of securities investment funds (hereinafter referred to as “Circular No. 98/2020/TT-BTC”), Article 17 of this document and the following guidelines:

1. Securities investment fund management companies shall daily disclose the net asset value (NAV) per fund certificate in accordance with Clause 6 Article 20 of the Circular No. 98/2020/TT-BTC.

2. Regarding information on tracking errors of ETFs as prescribed in Clause 2 Article 49 of the Circular No. 98/2020/TT-BTC, securities investment fund management companies shall weekly disclose information using the form in Appendix VIII enclosed herewith.

3. If the tracking error exceeds 80% of the maximum one prescribed by VNX, the securities investment fund management company shall disclose information within twenty-four (24) hours as prescribed in Clause 2 Article 41 of the Circular No. 98/2020/TT-BTC by using the form in Appendix VIII enclosed herewith.

4. Securities investment fund management companies shall send information about the basket of component securities exchanged for 01 ETF creation unit as prescribed in Point 1 Clause 3 Article 43 of the Circular No. 98/2020/TT-BTC using the form in Appendix IX enclosed herewith to the SE where such information is disclosed.

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INFORMATION DISCLOSURE BY OTHER ENTITIES

Article 20. Information disclosure by majority shareholders, groups of related persons holding at least 5% of voting shares of a public company or public securities investment company; investors and groups of related persons holding at least 5% of fund certificates of a closed-end fund; groups of related foreign investors holding at least 5% of voting shares of an issuer or at least 5% of fund certificates of a closed-end fund

1. Institutional investors, individual investors, groups of related persons, groups of related foreign investors, when starting to hold or stopping holding at least 5% of total voting shares of a listed organization or registered organization, or at least 5% of funding certificates of listed closed-end fund, or when their holdings of listed shares or registered shares or fund certificates of a listed closed-end fund vary by more than 1%, shall: disclose information in accordance with Article 31, Clause 2 Article 33 of the Circular No. 96/2020/TT-BTC. The change in holding of shares or fund certificates of a listed closed-end fund by more than 1% shall comply with Clause 2 Article 31 of the Circular No. 96/2020/TT-BTC.

E.g.: The investor A holds 2,8% of total voting shares of a listed organization X and the investor B that is a related person of the investor A as prescribed in Clause 2 Article 2 of this document holds 2% of total voting shares of that listed organization X. Then, the investor A buys shares on T’ day by placing a buy order for 0,5% of total voting shares of the listed organization X. After the transaction conducted on T’ day, the holding of group of related persons (including the investor A and the investor B) has been changed and helps them become majority shareholders. Thus, the investor A is required to submit reports and disclose information according to Appendix VII enclosed with the Circular No. 96/2020/TT-BTC within five (05) working days from the date of completion of the investor A's transaction. In this case, the group of shareholders A and B, the investor B shall be not required to submit reports and disclose information as prescribed.

2. Group of related persons holding at least 5% of voting shares of a listed organization or registered organization, or at least 5% of fund certificates of a listed closed-end fund (except for group of related foreign investors holding at least 5% of voting shares of a listed organization or registered organization) shall disclose information about investors conducting transactions in that group according to Appendix VII and Appendix VIII enclosed with the Circular No. 96/2020/TT-BTC. Information about investors is that of each investor that conducts transactions.

3. In addition to the obligation to disclose information of the group of related foreign investors as prescribed in Clause 1 of this Article, if the group of related foreign investors is composed of one or more investors that are majority shareholders, each majority shareholder of the group shall be required to disclose information according to Appendix VII and Appendix VIII enclosed with the Circular No. 96/2020/TT-BTC based on total shares or closed-end fund certificates they own.

E.g.: The foreign investor A holds 4,8% of total voting shares of the listed organization X and is also included in the group of related foreign investors holding 5,8% of total voting shares of the listed organization X. Then, the investor A buys shares on T’ day by placing a buy order for 0,3% of total voting shares of the listed organization X. After the transaction conducted on T’ day, the investor A’s holding of shares has been changed and helps the investor A become a majority shareholder as well as the holding of the group of related foreign investors varies by more than 1%. Thus, the investor A shall be required to submit reports and disclose information according to Appendix VII enclosed with the Circular No. 96/2020/TT-BTC and the group of related foreign investors shall disclose information according to Appendix X enclosed with the Circular No. 96/2020/TT-BTC within five (05) working days from the date of completion of the securities transaction.

Article 21. Disclosure of information about transactions conducted by founding shareholders during transfer restriction period

During transfer restriction period, founding shareholders shall disclose information in accordance with Article 32 of the Circular No. 96/2020/TT-BTC.

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Insiders of listed organizations, registered organizations, listed public securities investment companies, listed public funds, underlying securities issuers (except for equitized enterprises that apply for trading on the UPCoM trading system but do not yet obtain SSC’s certification of completion of procedures for public company registration) and their related persons shall disclose information in accordance with Article 33 of the Circular No. 96/2020/TT-BTC and the following guidelines:

1. The estimated transaction value in a month prescribed in Clause 1 Article 33 of the Circular No. 96/2020/TT-BTC is total value of estimated transactions calculated by their face value in each calendar month (from the first day to the ending day of the calendar month in which transactions will be conducted).

2. In case insiders and their related persons are required to submit reports and disclose information as prescribed in Clause 1 Article 33 of the Circular No. 96/2020/TT-BTC, and become majority shareholders or are no longer majority shareholders after conducting transactions, or are majority shareholders, when their holding of voting shares varies by more than 1%, they shall fulfill the obligation to disclose information by insiders and related persons as prescribed in Clause 1 Article 33 of the Circular No. 96/2020/TT-BTC.

3. In case insiders and their related persons are not required to submit reports and disclose information as prescribed in Clause 1 Article 33 of the Circular No. 96/2020/TT-BTC, but become majority shareholders or are no longer majority shareholders after conducting transactions, or are majority shareholders, when their holding of voting shares varies by more than 1%, they shall fulfill the obligation to disclose information by majority shareholders as prescribed in Article 31 of the Circular No. 96/2020/TT-BTC.

4. In case the disclosure of information on transactions of insiders and their related persons fails to comply with the provisions of Point a and Point b Clause 1 Article 33 of the Circular No. 96/2020/TT-BTC, the SE where such information is disclosed will consider adjusting the expected transaction date specified in the notice of securities transaction in accordance with regulations in force.

Insiders and their related persons are required to conduct transactions according to the volume registered with the SE where their information is disclosed within the time limit disclosed on the website of that SE, and shall only be allowed to conduct the first transaction on the trading day following the day on which their information is disclosed on that SE’s website.

Article 23. Disclosure of information about tender offers

Disclosure of information about tender offers shall comply with Chapter II Section 7 of the Decree No. 155/2020/ND-CP, Section 2 of the Circular No. 118/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidance on offering and issuance of securities, tender offer, share repurchase, registration and delisting of public companies (hereinafter referred to as “Circular No. 118/2020/TT-BTC”) and Article 35 of the Circular No. 96/2020/TT-BTC. To be specific:

1. Listed organizations or registered organizations that are target companies or target fund management companies shall disclose information on their receipt of tender offers in accordance with Clause 2 Article 86 and Article 87 of the Decree No. 155/2020/ND-CP.

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3. Organizations or individuals making tender offers shall disclose information on revised tender offer price in accordance with Point c Clause 1 Article 91 of the Decree No. 155/2020/ND-CP.

4. Organizations or individuals that withdraw tender offers for listed or registered shares or closed-end fund certificates shall disclose information in accordance with Clause 4 Article 92 of the Decree No. 155/2020/ND-CP.

5. Organizations or individuals that resuming tender offers for listed or registered shares or closed-end fund certificates shall disclose information on their resumption of tender offers in accordance with Article 94 of the Decree No. 155/2020/ND-CP.

6. Organizations or individuals making tender offers shall disclose information on tender offer results of listed or registered shares or closed-end fund certificates in accordance with Article 95 of the Decree No. 155/2020/ND-CP, and submit reports on tender offer results which are made using the form in Appendix No. 33 enclosed with the Circular No. 118/2020/TT-BTC to the SE where such information is disclosed.

Chapter VI

ACTIONS AGAINST VIOLATIONS

Article 24. Authority to impose penalties and forms of penalties for violations regarding information disclosure

1. Depending on the nature and severity of the violations on a case-by-case basis and pursuant to regulations of law and professional regulations adopted by VNX, the Chief Executive Officer of VNX shall decide the penalties imposed for violations committed by trading members and special trading members, and the Chief Executive Officers of HNX and HOSE shall decide penalties for violations committed by entities that are required to disclose information within the scope of market under their management, within their competence and in accordance with regulations of law.

2. Penalties for violations regarding information disclosure committed by listed organizations shall be imposed in accordance with regulations on listing and trading of listed securities promulgated by VNX.

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4. Penalties for violations regarding information disclosure committed by trading members and special trading members shall be imposed in accordance with regulations on regulations on members of VNX promulgated by VNX.

5. Violations committed by other entities required to disclose information shall be reported by SEs to competent authorities for consideration.

Chapter VII

IMPLEMENTATION

Article 25. Implementation

1. In case regulations of law relating to information disclosure obligations are not mentioned in this document or new regulations of law are contrary to the provisions of this document or new legislative documents are promulgated to supersede the ones referred to in this document, the entities mentioned in Clause 2 Article 1 of this document shall fulfill information disclosure obligations prescribed in such regulations and documents.

2. VNX shall:

a) Receive and disclose information and supervise the compliance with the provisions of this document by trading members and special trading members.

b) Supervise the implementation of this document by HNX and HOSE.

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a) Receive and disclose information and supervise the compliance with the provisions of this document by the entities required to disclose information within the scope of market under their management and in accordance with regulations of law.

b) Submit reports to VNX on supervision of compliance with provisions of this document according to VNX’s regulations.

4. Trading members of HNX or HOSE that have not yet completed procedures for membership registration with VNX shall disclose information according to the provisions of Chapter III of this document and send information to be disclosed to HNX or HOSE.

5. Before the regulations mentioned in Clauses 1, 2, 3 and 4 Article 24 of this document become effective, penalties for violations regarding information disclosure shall be imposed in accordance with regulations of law and specific regulations promulgated by HNX and HOSE.

6. Any amendments to this document shall be subjected to decision of the Chief Executive Officer of VNX after obtaining approval from VNX’s Board of Members and SSC./.