Chương V Thông tư 99/2020/TT-BTC: Cung cấp thông tin, nghĩa vụ báo cáo, lưu trữ hồ sơ

Chapter V

INFORMATION PROVISION, REPORTING AND DOCUMENT RETENTION

Article 28. Information provision

1. The fund management company must adequately retain the following documents at its headquarters, representative offices, branches, distribution agents and on its website, and provide them free of charge at the request of investors, including:

a) The fund’s charter, charter of the securities investment company, prospectus or summary prospectus, documents, reports and contracts referred to in the prospectus or summary prospectus of the securities investment fund or company;

b) Audited annual financial statements of the securities investment fund or company in at least the last 05 years; semi-annual financial statements and quarterly financial statements of the securities investment fund or company;

c) Periodical operational reports of the securities investment fund or company prepared according to regulations on securities investment funds in at least the last 05 years;

d) Reports on NAV of the securities investment fund or company prepared according to regulations on securities investment funds.

2. If requested by trustors or their representatives, the fund management company shall provide trustors with risk management procedures, specifying investment limits, risk prevention and management measures adopted by the fund management company when managing assets of trustors.

3. With regard to trustors, the fund management company shall:

a) Provide trustors with monthly reports on their investment portfolios which are made according to the form in Appendix V enclosed herewith. These reports must be provided for trustors in physical form or electronic form if permitted in the trust agreements. Electronic documents must comply with regulations of the Law on e-transactions.

b) Provide trustors with trust agreements, depository contracts and enclosed documents at their request;

c) Provide trustors with investment portfolio account statements and transaction statements bearing the depository bank’s certification and information about management of investment portfolios, and answer any questions of trustors.

4. The fund management company shall provide trust agreements for SSC at its request. When providing indirect outward investment trust agreements, the fund management company must also provide documents proving trustors’ fulfillment of requirements for making indirect outward investments as prescribed by law.

Article 29. Reporting

1. The fund management company shall send the following periodic reports to SSC:

a) Monthly and annual reports on operations of the fund management company which are made according to the form in Appendix VI enclosed herewith;

b) Monthly reports on management of investment portfolios of the fund management company, which must bear the certification of the depository bank where the fund management company opens depository account, certification of the depository member where the trustor’s account is opened, or certification of the foreign depository institution, and made according to the form in Appendix VII enclosed herewith;

c) Biannual and annual reports on risk management of the fund management company which are made according to the form in Appendix VIII enclosed herewith;

d) Reports on annual internal audit and reports on annual internal control of the fund management company;

dd) Quarterly financial statements; reviewed semi-annual financial statements, annual financial statements audited by approved audit organizations of the fund management company, which are made according to regulations of the Law on accounting regarding fund management companies;

2. The periodical reports mentioned in Clauses 1 of this Article shall be sent within the following time limits:

a) Monthly reports: within 05 working days from the end of the reporting month;

b) Quarterly reports: within 20 days from the end of the reporting quarter;

c) Biannual reports: within 45 days from the end of the first six months;

d) Annual reports: within 90 days from the end of the reporting year.

3. The closing dates of the periodical reports mentioned in Clauses 1 of this Article are provided for as follows:

a) A monthly report shall include data from the first day to the last day the reporting month (except data reflected at a given time);

b) A quarterly report shall include data from the first day to the last day the reporting quarter (except data reflected at a given time);

c) A biannual report shall include data from January 01 to June 30 of the reporting period (except data reflected at a given time);

d) A annual report shall include data from January 01 to December 31 inclusively of the reporting year (except data reflected at a given time);

dd) The reporting period of a fund management company whose operating period is less than a reporting period shall commence from the issue date of its securities trading license to the last day of the reporting period as prescribed in Points a, b, c and d of this Clause.

4. The fund management company shall send required reports to SSC whether in physical or in electronic form.

5. The fund management company shall notify SSC of the following events:

a) Replacement, appointment or dismissal of a member of the Board of Directors or Board of Members. The notification must be enclosed with the resolution or decision on appointment, dismissal or replacement of a member of the Board of Directors or Board of Members, other valid documents proving that the new member of the Board of Directors or Board of Members meets all requirements laid down in the company’s charter, the Law on securities and the Law on enterprises;

b) Replacement of chief of a domestic representative office or replacement of Director of a domestic branch. The notification must be enclosed with the appointment decision and valid documents proving that the substitute meets all requirements laid down in the Law on securities;

c) Modification of the company’s charter. The notification must be enclosed with the amended charter;

d) Completion of transfer of shares/stakes of a shareholder or capital-contributing member of the fund management company, except the fund management company’s shares listed on SEs. The notification will be made according to the form in Appendix XI enclosed herewith and enclosed with the valid copy of the contract for share/stake transfer. If the fund management company is a public company and such transfer results in the transferee holding at least 25% of voting shares of the fund management company, the transferee must comply with law regulations on tender offers of shares of public companies;

dd) Other events that may considerably affect the company’s financial health or its management of trust assets.

6. The events in Clause 5 of this Article must be notified to SSC within 03 working days from the occurrence of the event.

7. The fund management company shall send reports to the fund’s representative board, Board of Directors of the securities investment company or trustors in case the supervisory bank or depository bank is detected to commit violations against the fund's charter, charter of the securities investment company, supervisory contract or depository contract; send reports to SSC if any of these organizations commits violations against laws within 03 working days from the date on which the violation is detected.

8. Apart from the reporting cases prescribed in this Article, SSC may request the fund management company to submit reports on its operations for the purposes of protecting common interests as well as investors’ interests. The fund management company must submit reports to SSC within 48 hours from the receipt of the request from SSC.

Article 30. Information and document retention

1. The fund management company must adequately, accurately, punctually and systematically documents and update information/data on its operations in accordance with regulations of the Law on enterprises. Documents and information on the company’s operations must be backed up at a location outside the company’s headquarters.

2. The fund management company, supervisory bank, depository bank, distribution agents, and relevant service providers must adequately, systematically, clearly, accurately and consistently documents concerning responsibilities and obligations of each organization in accordance with regulations of law and service contracts. To be specific:

a) Offering and distribution of fund certificates;

b) Certification of investor’s ownership of securities investment funds, securities investment companies, trustors; registration of asset ownership of securities investment funds, securities investment companies, trustors;

c) Financial statements, accounting records; chart of accounts, invoices and records which particularly, accurately and punctually reflect daily trading orders of each trustor, of the company and its employees, including information about order of trading orders placed and conducted transactions; electronic documents and information used for determining NAVs; originals of legal documents of ownership, originals or valid copies of legal documents certifying asset ownership, asset transactions and relevant documents must be kept by the fund management company and supervisory bank, depository bank during the operation of the securities investment fund, securities investment company and validity period of the trust agreement;

d) Reports on valuation, investment analysis, decision and management, disinvestment and relevant documents; final reports on asset management; reports on internal inspection and control as prescribed by law and internal regulations; reports on settlement of complaints, denunciations and claims for damage of trustors;

dd) All documents related to operations of the securities investment fund or company.

3. Investment portfolio, documents used for trading or ownership registration, accounting records, chart of accounts, electronic documents and information related to assets or asset transactions of the securities investment fund, the securities investment company, or trustor must be periodically and regularly checked and verified by the fund management company, supervisory bank, depository bank and relevant organizations in accordance with the fund's charter, charter of the securities investment company, trust agreement and the Law on accounting.

4. Documents and information prescribed in Clauses 1, 2 and 3 of this Article must be retained for a period of 10 years. Accounting documents shall be retained in accordance with regulations on accounting and audit.