Laws of Vietnam

DECIDES:

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

Article 2.- This Decision takes effect 15 days after its signing.

Article 3.- The Director of the Office, the Director of the 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

REGULATION ON MEMBERSHIP, LISTING, INFORMATION DISCLOSURE AND SECURITIES TRADING

(Promulgated together with Decision No. 04/1999/QD/UBCK1 of March 27, 1999 of the Chairman of the State Securities Commission)

Chapter I

GENERAL PROVISIONS

Article 1.- This Regulation stipulates the membership, listing, information disclosure and securities 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) to act as its representative to perform the trading task at the STC.

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

3. Share division 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. Share merger 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 from the 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.

10. Price fluctuating range is the extent of securities price fluctuation set out on a trading day.

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.

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 and the STC so request.

16. 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.

17. Net assets of a listed organization is its total existing assets minus its payable debts owed to issuing organization calculated according to the value in accounting books at the time of calculation.

18. Front-end terminal is the input and output equipment used for receiving or transmitting information.

Chapter II

MEMBERS OF THE SECURITIES TRADING CENTER

Article 3.- A member of the STC (hereafter referred to as member for short) is a securities firm that holds the brokerage or dealing license and has registered with the STC. Only members shall be allowed to 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;

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 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 establishment of the settlement support fund;

5. To report to the STC on:

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

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

c/ Its daily securities trading activities, on the working day following the day when the reported trading activities are conducted;

d/ Its amalgamation, merger, division, split-up and branch establishment; when its operation is partly or entirely terminated; or the restructure of the firm (if any);

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

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

6. Besides reports specified in Clause 4 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 case;

e/ Its bank accounts being suspended or frozen or the suspending or freezing orders being revoked;

f/ Its head office being moved or its branch’s office opened, closed down or moved;

g/ Its director or business staff member(s) being subject to investigation by law enforcement bodies or to court judgments.

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 propose the STC to settle 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 staff members of the members and be granted the trading representative’s card 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 Center’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.

2. The trading representative shall be allowed to apply for re-granting of trading representative’s card 6 months after his/her previous card is withdrawn;

1. Members shall not be allowed to buy and sell securities outside the STC.

2. Members shall be allowed to receive orders from their clients only at their head-offices and branches already registered with the STC.

Article 10.- Before opening accounts or providing services to their clients, members shall have to sign written contracts with their clients according to Regulation on organization and operation of securities firms. Members shall have to keep the dossiers on clients.

1. Before entering orders into the trading system, members shall check the balance of their clients’ accounts in accordance with provisions on security deposits in Clause 1, Article 61 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 current provisions of law.

3. Members shall open and keep order-receiving books. An order-receiving book shall contain:

a/ Daily orders, including orders received from the firm’s head office and branches;

b/ Trading orders executed within a trading 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 other kept at the member’s head-office.

Article 13.- Members shall send monthly account abstracts to their clients within the first five days of the following month.

1. In cases where a client holds securities certificates and wishes to put them into trading, the member shall request such client to produce the securities certificates before placing order(s). When the client submit securities certificates, the member shall have to give such client a receipt of securities certificates and submit such securities certificates to the STC after transactions are effected.

2. In cases where a client wishes to withdraw securities certificates available in his/her account, the member shall, at such client’s written request, have to request the STC to return the securities certificates.

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 for listing registration, comprising:

a/ An application for listing registration;

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

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

d/ A book recording its shareholders or bond holders.

2. Five working days after the STC receives the complete dossier for 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 State Securities Commission, besides dossier stipulated 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 performance report and the financial statement explanation (enclosed with the independent audit’s opinions). The STC shall consider and decide within 45 days after receiving the complete dossier applying for listing.

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

a/ An application for listing registration;

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

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

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

e/ A book recording investment fund certificate owners.

2. 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 according to the provisions of Decree No.48/1998/ND-CP of the Government 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 for listing registration, comprising:

a/ An application for listing registration;

b/ A copy of the written re-registration approval granted by the State Securities Commission;

c/ A book for monitoring its shareholders or bondholders.

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

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

a/ An application for additional listing registration;

b/ A copy of the additional issuance license granted by the State Securities Commission;

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

d/ A shareholder monitoring book.

2. Five working days after the STC receives the complete dossier for additional listing registration, the additional issued shares shall be listed at the STC.

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

a/ An application for listing change registration;

b/ The details of name change, share division or merger (proportion of share division or merger, time of division or merger, volume of shares in circulation).

2. Five working days after the STC receives the complete dossier for listing change registration, 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;

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 performance report and the financial report explanation (enclosed with the independent audit’s opinions).

2. Within 45 days after receiving 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 such securities are delisted.

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

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

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 100 billion VND or more, this portion shall be 15% (if this capital is in the 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 being issued is 100 billion VND or more, this portion shall be 15% of the total value of bonds to be issued (if this capital is in the form of bonds);

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

6. The reasons for delisting have been worked off (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;

b/ A book recording investment fund certificate holders;

c/ A report evidencing that the reasons for delisting have been worked off.

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 as 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 more than 5 billion VND;

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

3. The audit’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 accepted" or "accepted with exception".

4. The reasons for delisting have been worked off.

Article 25.- Listed organizations and fund-managing companies shall have to pay fully 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 audit’s opinions on financial reports of listed organizations for 2 consecutive years are unaccepted 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. There have been no transactions on shares or bonds listed at the STC 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 STC’s approval;

12. The State Securities Commission 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 funds are dissolved;

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

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

4. The investment fund certificate prices have fallen by 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 delist 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 delisting, clearly stating the reasons therefor;

b/ The resolution of shareholders’ congress on delisting.

2. Thirty days after receiving the complete dossier stipulated in Clause 1 of this Article, the STC shall either approve or reject the application for delisting.

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 business operation suspended for 3 months or more or their business registration certificates or main operation licenses withdrawn;

2. The audit’s opinions on annual financial reports of listed organizations are unaccepted 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).

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.

Chapter IV

INFORMATION DISCLOSURE

1. The STC, listed organizations and fund-managing companies shall disclose information according to 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 an authorization paper of the concerned listed organization.

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 publicly announce its annual report within 90 days after the end of a fiscal year, including: the accounting balance sheet, business performance report, financial report explanation made according to form set under the current regulations (together with the accepted auditing agency’s opinions) and summarized report;

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

3. The listed organizations’ annual reports stipulated in Clause 1 of this Article shall be submitted to the STC and the State Securities Commission, published on yearly publications of such listed organizations, and briefly published on a centrally-run newspaper for two consecutive issues.

4. 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 removed and the account is resumed;

b/ It falls into the state of bankruptcy or decides on its dissolution;

c/ It decides on its, amalgamation, merger, split-up or division;

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 divide, merge, increase or decrease shares allowed to be issued; decides to buy or sell its shares; or decides to issue bonds together with the right to buy shares or issue convertible bonds;

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

o/ It signs a loan contract or issue 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 a 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.

2. The listed organization shall disclose events specified in Points a, b, c, d, e, f, g and h, Clause 1 of this Article within 24 hours after their occurrence on a centrally-run newspaper and a newspaper of the locality where such organization’s head office is located; and report to the STC thereon in writing.

3. The listed organization shall have to report to the STC in writing on events specified in Points i, j, k, l, m, n, o, p, q, r and s, Clause 1 of this Article within 3 days after their occurrence. The STC shall disclose such events on the mass media and the STC’s information means including electronic front-end terminals, publications and/or a centrally-run newspaper.

1. A listed organization shall have to disclose information at the requests of the STC or the State Securities Commission 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 according to provisions of Clause 1 of this Article within 24 hours after the STC or the State Securities Commission 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 thereon in writing.

1. Fund-managing companies shall have to disclose their annual reports.

2. The annual report must have the following contents:

a/ Accounting balance sheet, business performance report and financial report explanation of the fund-managing company (together with the opinions of the accepted auditing agency), 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 performance 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 currently circulated 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 in Points d, e and f, Clause 2 of this Article must be certified by the fund-supervising bank.

4. In cases where a fund-managing company owns 50% or more of the equity capital of another organization, the former’s financial report must contain the latter’s financial report.

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

6. Periodical reports specified in Clauses 1, 2, 3 and 4 of this Article of fund-managing companies shall be submitted to the STC and the State Securities Commission, published on the yearly publications of listed organizations and briefly published on a centrally-run newspaper for 2 consecutive issues.

7. 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 or division;

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 decreases 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 disclose events specified in Clause 1 of this Article within 24 hours after the occurrence of such events on a centrally-run newspaper and a newspaper of the locality where the company’s head office is located; and report it to the STC in writing.

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

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

b/ The prices and trading volume of the 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 State Securities Commission, on a centrally-run newspaper and a newspaper of the locality where their head-offices are located; and have to report to the STC in writing.

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 State Securities Commission, then effect the information disclosure as soon as possible.

2. The State Securities Commission 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 interest;

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

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

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

1. Disclose false and untruthful information;

2. Disclose change in the content of already dislosed important information without giving any explanation and reporting it to the State Securities Commission 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 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 day(s) on which dividends or the rights to buy shares shall not be received;

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 limit or the floor limit.

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

a/ Financial situation;

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, front-end terminals or other computerized means on the trading floor, and publications of the STC.

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

Article 42.- The STC shall keep and preserve the market information according to provisions of law.

Chapter V

SECURITIES TRADING

Article 43.- The STC shall organize securities trading sessions from 8:00 hrs to 11:00 hrs on every Monday, Wednesday and Friday, except for the public holidays provided for in the Labor Code.

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

a/ Transactions cannot be conducted 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 disasters, fires or other objective events occur.

2. When events mentioned in 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 in 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.

Article 45.- The STC shall organize share trading counters, bond trading counters and investment fund certificate trading counters.

1. Each trading order may be either a limit order or an order amending or canceling the original order entered by a member’s trading representative into the trading system at the STC.

2. Orders entered into the trading system shall be valid until the end of the trading session.

3. Trading orders shall be invalid in cases where the details specified in Article 47 of this Regulation are falsely recorded.

Article 47.- Each trading order to be entered into the trading system at the STC must include:

1. Buying order or selling order;

2. Name (code) of securities;

3. Volume of securities;

4. Price;

5. Conditions of bond maturity (if any);

6. Code number of the trading order;

7. Amending or canceling order together with the original order’s code number;

8. Trading activities in favor of clients or dealing activities;

9. Foreign investment management code number (in case of foreign investors);

10. Code number of member;

11. Other details specified by the STC.

1. The amendment to or cancellation of the original order shall be effected according to the amending order or canceling order enclosed with the original order’s code number.

2. The amending order or canceling order shall be effective only when the original order has not been executed yet.

3. When the amending order is entered, the original order shall be canceled, and the order entry time shall be calculated from the time when the new order is entered.

Article 49.- Trading orders shall not be accepted in the following cases:

1. Selling orders in cases where the STC deter-mines the referred prices for newly listed securities;

2. Buying orders in cases where the STC determines the referred prices for securities under the initial control as prescribed in Clause 1, Article 63, and selling orders in cases where the STC determines the referred prices of securities, which are no longer under control according to provisions of Clause 2, Article 63 of this Regulation.

1. The share trading unit of even lots is equal to 100 shares; the share trading unit of odd lots is from 1 to 99 shares.

2. The bond trading unit is 1,000,000 VND.

3. The investment fund certificate trading unit is 100 certificates.

4. The unit for listing share and investment fund certificate prices is 100 VND; unit for listing bond prices is 200 VND.

1. The price fluctuating range applicable to securities listed in a trading day shall be equal to ± 5% of the referred price for shares and investment fund certificates; or equal to ± 1.5% of the referred price for bonds.

2. The securities price fluctuating limits shall be calculated as follows:

a/ For shares and investment fund certificates:

The maximum price = the referred price + (the referred price x 5%)

The minimum price = the referred price - (the referred price x 5%)

b/ For bonds:

The maximum price = the referred price + (the referred price x 1.5%)

The minimum price = the referred price - (the referred price x 1.5%)

3. The referred price shall be determined as follows:

a/ The referred price of bonds is the executed price at the latest trading time;

b/ The referred price of shares and investment fund certificates which are normally traded is the closing price of the previous trading session;

c/ For initial listing, the STC shall, in the first trading session, take the average price of buying orders as the referred price; in cases where the average price is lower than the public sale offering price, the referred price shall be such public sale offering price;

d/ For securities specified in Article 63 of this Regulation, the STC shall take the average price of selling orders or buying orders as the referred price;

e/ The opening price of the first securities trading day shall be once again chosen as the referred price in the following cases:

- Securities trading is halted for more than 30 days;

- Share division or merger;

- Share trading days on which dividends and accompanying rights are not enjoyed.

1. The STC shall perform the order matching three times in each trading session at 9:00, 10:00 and 11:00 hrs.

2. The opening price shall be the executed price at 9:00 hrs, the closing price shall be the executed price at 11:00 hrs.

3. The time for placing trading orders shall begin at 8:00 hrs of each trading day and end 10 minutes before each order matching.

Article 53.- Trading orders entered into the trading system shall be matched in the following priority order:

1. Price priority:

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

b/ Selling orders with lower prices shall be executed first;

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

Article 54.- The STC shall give the trading confirmation to its members right after it obtains the order matching result. Each confirmation by the STC shall contain the following details:

1. Name of securities;

2. Buying or selling volume and executed price;

3. Name (code number) of the partner member;

4. Date and time when the transaction is executed;

5. Code number of the executed order;

6. Other necessary details prescribed by the STC.

1. Within 3 working days immediately before the final ownership registration date, the share buyers shall not be entitled to get dividends and the accompanying rights.

2. Within 4 working days immediately before the date of bond interest payment, the bond buyers shall not be entitled to interest.

3. Within 4 working days immediately before the final ownership registration date, the buyers of convertible bonds or bonds accompanied with the right to buy shares shall not enjoy the right to convert or the right to buy shares. In these cases, the final ownership registration date shall be determined as follows:

a/ For convertible bonds: It is the expiry date of the converting time limit;

b/ For bonds accompanied with the right to buy shares: It is the expiry date of the time limit for exercising the right to buy.

4. The STC shall prescribe the signals on the electronic scoreboard and publish on its daily bulletin the trading days without dividend pay-out, share or bond interest or accompanying rights.

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

a/ For shares: 10,000 shares or 300 million VND;

b/ For investment fund certificates: 10,000 certificates or 300 million VND;

c/ For bonds: 300 million VND;

The trading value shall be calculated at the closing price of the latest trading day.

2. The block trading price negotiated among the members shall be neither higher than the closing price of the latest trading day plus two price listing units nor lower than the closing price of the latest trading day minus two price listing units.

3. Before conducting a block trading, a member shall have to report in writing to the STC on the following information: the name of securities to be traded, the volume, the price, the name of the partner member and other necessary information at the STC’s request.

4. The STC shall make public the block transactions according to the provisions of Point d, Clause 1, Article 40 of this Regulation.

1. Listed organizations that wish to redeem or resell their listed shares shall have to file applications to the STC one trading day in advance.

2. The redemption or resale of the listed shares shall be effected through the trading system. At each trading session, a listed organization shall be allowed to place orders only once with a maximum share volume equal to 5% of the total share volume stated in the applications. In cases where 5% of the total applied share volume is valued at less than 100 million VND, the listed organization shall be allowed to place an order with a maximum value of 100 million VND.

3. In case of redemption, the order placing price must not be higher than the closing price of the latest trading day plus two price listing units. In case of resale, the order placing price must not be lower than the closing price of the latest trading day minus two price listing units.

4. Listed organizations shall have to conclude the listed share redemption or resale within 3 months after they obtain the approval. In case of redemption, the listed organizations shall hold the redeemed shares 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 liquidated.

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 State Securities Commission’s regulations.

1. Trading errors may be committed by either the STC or its members.

2. The STC’s trading errors arise due to incidents in the trading system or due to computer program operating errors that lead to order mismatching. The STC shall reach a written agreement with the concerned member so that the latter can perform a transaction to correct errors for the former.

3. The members’ trading errors arise due to confusions or mistakes (about buying or selling orders, types of securities, prices, volumes) in the process of receiving orders, processing orders or in the process of routing or entering orders into the trading system. Members shall have to report to the STC on errors made by themselves and perform transactions for error correction.

Article 60.- In cases where an error is made by the STC, all arising price discrepancies between the original transaction and the error-correcting transaction shall be cleared by the STC with the concerned member at the end of each month and the STC shall bear all expenses related to the error-correcting transaction.

1. When 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 fund is equal to 100% of the value of securities ordered to buy or full volume of securities ordered to sell.

2. In case of deposit fund, securities which are held by the ordering client shall be converted at the market price when orders are placed with the ratio set by STC.

1. In cases where the price of a securities type rises or falls to the permitted limit within 3 consecutive trading days together with a trading volume volatile, the STC may halt the trading and request the concerned listed organization(s) to disclose necessary information.

2. In cases where there is a sign of suspicion about the securities price or volume volatile related to the prohibited trading activities prescribed in Chapter VIII of the Government’s Decree No.48/1998/ND-CP of July 11, 1998 on securities and securities market, the STC shall conduct an investigation to verify acts committed by the concerned organizations and/or individuals and report them to the State Securities Commission.

3. In cases where there is a rumor which causes a mass price and trading volume volatile, the STC may decide to halt the trading and request the concerned listing organization to confirm such rumor. The securities trading shall resume after the STC receives the information confirming the rumor from the listed organization.

4. When detecting counterfeit securities on the market, the STC shall halt the trading of such type of securities until the investigation results are available.

5. In case of share division or merger, the STC shall halt the trading of such type of securities until the share division or merger has been completed.

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

1. In case of securities subject to control as prescribed in Articles 29 and 30 of this Regulation, the STC shall halt the trading of such controlled securities to re-determine the referred price and shall organize only one order matching at 10:00 hrs on the next trading days.

2. Securities shall no longer be subject to control as soon as the listed organization overcomes the situation mentioned in Clause 1 of this Article.

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