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THE
MINISTRY OF FINANCE OF VIETNAM
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No.
68/2024/TT-BTC
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Hanoi,
September 18, 2024
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CIRCULAR
AMENDMENTS TO CIRCULARS ON SECURITIES TRANSACTIONS ON
SECURITIES TRADING SYSTEM, CLEARING AND SETTLEMENT OF SECURITIES TRANSACTIONS,
OPERATIONS OF SECURITIES COMPANIES, AND DISCLOSURE OF INFORMATION ON SECURITIES
MARKET
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. 14/2023/ND-CP dated April 20, 2023 defining functions, tasks, powers
and organizational structure of the Ministry of Finance of Vietnam;
At the request of the Chairman
of the State Securities Commission of Vietnam (SSC);
The Minister of Finance of
Vietnam promulgates a Circular providing amendments to Circulars on securities
transactions on securities trading system, clearing and settlement of
securities transactions, operations of securities companies, and disclosure of
information on securities market.
Article 1.
Amendments to Circular No. 120/2020/TT-BTC dated December 31, 2020 of Minister
of Finance providing guidelines on trading of listed and registered shares,
fund certificates, corporate bonds and covered warrants listed on securities
trading system (hereinafter referred to as “Circular No. 120/2020/TT-BTC”)
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“a) Investors shall be required to
have sufficient funds when placing orders to purchase securities, except the
following cases:
- Investors engage in margin
trading as prescribed in Article 9 of this Circular;
- Organizations that are
established under foreign laws and make investments on the securities market of
Vietnam (hereinafter referred to as “foreign institutional investors”) purchase
shares under provisions of Article 9a of this Circular”.
2. Article 9a is added following
Article 9 as follows:
“Article 9a. Purchase of shares
by foreign institutional investors without prefunding
1. Securities company shall assess
settlement risk of each foreign institutional investor to determine the minimum
amount of funds that the foreign institutional investor is required to have
when placing share purchase orders (if any) under an agreement between the
securities company and that foreign institutional investor or its authorized
representative.
2. In case a foreign institutional
investor fails to make full payment for its purchased shares, the payment
obligations which are not yet fulfilled by the foreign institutional investor
shall be transferred to the securities company where the foreign institutional
investor’s order is placed via its proprietary trading account, except the
cases in clause 5 of this Article.
3. The securities company is
entitled to transfer the ownership of shares transferred to its proprietary
trading account outside the securities trading system as prescribed in point q1
clause 2 Article 6 of the Circular No. 119/2020/TT-BTC dated December 31, 2020
of the Minister of Finance of Vietnam prescribing registration, depositing,
clearing and settlement of securities transactions, or sell such shares on the
securities trading system adopting the put-through method to the foreign
institutional investor that failed to make full payment for its purchased
shares as prescribed in clause 2 of this Article by the end of the trading day
following the day on which such shares are transferred to the proprietary
trading account of the securities company, provided that the prescribed maximum
limit on foreign investor’s holding of shares of that type shall not be
exceeded. Financial gains, losses and other expenses arising from the
transactions prescribed in clauses 2 and 3 of this Article shall be settled
under the agreement between the securities company and the foreign
institutional investor or its authorized representative.
4. Apart from the transactions
prescribed in clause 3 of this Article, the securities company shall sell the
number of shares transferred to its proprietary trading account on the
securities trading system. Financial gains, losses and other expenses arising
from the transactions prescribed in clauses 2 and 4 of this Article shall be
settled under the agreement between the securities company and the foreign
institutional investor or its authorized representative.
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Article 2.
Amendments to Circular No. 119/2020/TT-BTC dated December 31, 2020 of Minister
of Finance providing guidelines on registration, depositing, clearing and
settlement of securities transactions (hereinafter referred to as “Circular No.
119/2020/TT-BTC”)
1. Point q1 is added following
point q clause 2 Article 6 as follows:
“q1) Transfer the ownership of the
shares transferred to the proprietary trading account of the securities company
as prescribed in clause 2 Article 35a of this Circular to the foreign
institutional investor’s account in the event that the put-through transaction
on the securities trading system as prescribed in clause 3 Article 9a of the
Circular No. 120/2020/TT-BTC failed as a result of failure to comply with the
Stock Exchange’s regulations on price range or minimum trading volume on the
date of ownership transfer.”
2. Article 35a is added following
Article 35 as follows:
“Article 35a. Payment for share
purchase transactions by foreign institutional investors as prescribed in
Article 9a of Circular No. 120/2020/TT-BTC
1. A foreign institutional investor
that places a share purchase order shall be required to have sufficient funds
on its account before the deadline by which the depository member must transfer
money to its deposit account opened at a settlement bank to make payment for
securities transactions. Clearing and settlement of the share purchase
transaction shall comply with regulations of law and regulations adopted by
Vietnam Securities Depository and Clearing Corporation (VSDC).
2. If the foreign institutional
investor that places a share purchase order does not have sufficient funds for
fulfilling its payment obligations as prescribed in clause 2 Article 9a of the
Circular No. 120/2020/TT-BTC , VSDC shall transfer the payment obligations which
are not yet fulfilled by the foreign institutional investor to the securities
company where the foreign institutional investor’s purchase order is placed
(via the proprietary trading account of the securities company) on the
settlement date on the basis of the following notifications:
a) If the foreign institutional
investor’s depository account is opened at the securities company, the
securities company shall notify VSDC of the investor’s failure to have
sufficient funds to fulfill payment obligations and information on the
transaction for which payment obligations are to be transferred to the
securities company;
b) If the foreign institutional
investor’s depository account is opened at a custodian bank, the custodian bank
shall notify of the investor’s failure to have sufficient funds to fulfill
payment obligations and the custodian bank’s refusal of settlement.
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Article 3.
Amendments to Circular No. 121/2020/TT-BTC dated December 31, 2020 of Minister
of Finance providing guidelines on operations of securities companies
1. Clause 8 Article 16 is amended
as follows:
“8. If a client’s depository
account is opened at a depository member that is not a trading member, the
trading member and the depository member shall reach an agreement on division
of responsibilities according to the rule that the trading member shall assume
responsibility to execute the trading order, while the depository member shall
assume responsibility to check and verify cash and securities balances of the
client, and the depository member, depository member shall ensure settlement of
the client’s transactions as prescribed by law.
In case the trading member accepts
a share purchase order as prescribed in Article 9a of the Circular No.
120/2020/TT-BTC , by the end of the trading day, the trading member shall notify
the depository member where the foreign institutional investor’s depository
account is opened of detailed information on the share purchase order placed by
the foreign institutional investor without prefunding as prescribed in Article
9a of the Circular No. 120/2020/TT-BTC for cooperating in carrying out
settlement of the transaction in accordance with regulations of the Law on
securities and VSDC’s regulations.
2. Clause 9 and Clause 10 are added
following Clause 8 Article 16 as follows:
“9. When accepting share purchase
orders from foreign institutional investors without prefunding as prescribed in
Article 9a of the Circular No. 120/2020/TT-BTC , the securities company shall:
a) comply with the limit on
acceptable share purchase orders as prescribed in clause 10 of this Article;
b) not accept share purchase orders
placed by the securities company itself;
c) not accept share purchase orders
placed by its parent company. If shares issued by the securities company
are held by other subsidiaries of the same parent company as the securities
company, the securities company shall not accept share purchase orders placed
by these subsidiaries.
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- The limit on acceptable share
purchase orders is the sum of cash equivalents but shall not exceed the
difference between twice the equity of the securities company and the
outstanding balance on margin loans;
- Cash equivalents include cash in
hand; deposits at banks, Government’s debt instruments, and deposit
certificates which are not used as collateral for financial obligations;
available overdraft limit; payment guarantee limits (if any) issued by domestic
and foreign banks; pending proceeds from proprietary trading; advanced amounts
of proceeds from sale of listed and registered securities receivable; funds
deposited by foreign institutional investors as prescribed in clause 1 Article
9a of the Circular No. 120/2020/TT-BTC to make payment for their share purchase
transactions;
- The equity of the securities
company shall be determined according to the quarterly financial statements of
the nearest period preceding the calculation date. In case the securities
company is a parent company, its equity shall be determined according to the
consolidated quarterly financial statements, excluding non-controlling
interests.”
3. Clause 7 is added following
clause 6 Article 28 as follows:
“7. If the investment limit
prescribed in clause 4 of this Article is exceeded as a result of the execution
by the securities company of the transactions prescribed in clause 2 Article 9a
of the Circular No. 120/2020/TT-BTC , the securities company shall not be
allowed to accept share purchase orders from foreign institutional investors without
prefunding until compliance with the investment limit is re-attained, and shall
take all necessary measures to achieve the compliance with the investment limit
within a maximum period of 01 year.”
Article 4.
Amendments to Circular No. 96/2020/TT-BTC dated November 16, 2020 of Minister
of Finance providing guidelines on disclosure of information on securities
market
1. Article 5 is amended as follows:
“Article 5. Language of
disclosed information
1. The language used for disclosing
information on securities market shall be Vietnamese. Listed organizations,
public companies, Stock Exchanges, and Vietnam Securities Depository and
Clearing Corporation (VSDC) shall disclose information in both Vietnamese and
English as prescribed in clauses 2 and 3 of this Article. The contents of the
English disclosure must match those of the Vietnamese disclosure. In case of
any discrepancy in the meaning between the English disclosure and the
Vietnamese disclosure, the Vietnamese disclosure shall prevail.
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a) Listed organizations and
large-scale public companies shall disclose periodic information in both
Vietnamese and English from January 01, 2025;
b) Listed organizations and
large-scale public companies shall disclose ad hoc information, disclose
information upon request, and disclose information on other activities of
public companies in both Vietnamese and English from January 01, 2026;
c) Public companies other than
those mentioned in points a, b of this clause shall disclose periodic
information in both Vietnamese and English from January 01, 2027;
d) Public companies other than
those mentioned in points a, b of this clause shall disclose ad hoc information,
disclose information upon request, and disclose information on other activities
of public companies in both Vietnamese and English from January 01, 2028.
3. Stock Exchanges and VSDC shall
disclose information in both Vietnamese and English.”
2. Clause 8 is added following
clause 7 Article 25 as follows:
“8. In case a foreign institutional
investor refuses to re-purchase shares as prescribed in clause 3 Article 9a of
the Circular No. 120/2020/TT-BTC , the securities company where the foreign
institutional investor’s trading order is placed shall disclose information on
the foreign institutional investor's transaction on the media of the State
Securities Commission of Vietnam (SSC), Stock Exchanges and VSDC, and on its
website using the form in Appendix XVII enclosed herewith within 24 hours from
the time when the foreign institutional investor gives its refusal to
re-purchase shares as prescribed.”
3. Point a Clause 1 Article 33 is
amended as follows:
“a) At least 03 working days before
the planned trading date, internal actors and their related parties shall
disclose information on their planned transactions using the form in Appendix
XIII or Appendix XIV enclosed herewith, unless securities companies that are
related parties of internal actors of listed organizations or registered
organizations execute transactions as prescribed in clauses 2, 3 Article 9a of
the Circular No. 120/2020/TT-BTC .
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4. Clause 8 is added following
clause 7 Article 33 as follows:
“8. If the securities company is a
related party of an internal actor of a listed organization or registered
organization, when the value at par of transactions conducted in a day is VND
50 million or more, or when the value at par of transactions conducted in a
month is VND 200 million or more, including transactions involving transfer of
ownership outside the securities trading system, the securities company shall
disclose information, submit reports to SSC and Stock Exchanges, and give a notice
to the listed organization or registered organization using the form in
Appendix XVIII enclosed herewith within 24 hours from:
a) its completion of settlement of
transactions as prescribed in clause 2 Article 35a of the Circular No.
119/2020/TT-BTC ; or
b) its completion of the sale of
shares as prescribed in clauses 3, 4 Article 9a of the Circular No.
120/2020/TT-BTC .”
5. Appendixes XVII and XVIII are
added following Appendix XVI.
Article 5.
Implementation
1. This Circular comes into force
from November 02, 2024.
2. VSDC shall carry out clearing
and settlement of securities transactions, and manage and use the settlement
support fund in accordance with provisions of Article 35a and clause 3 Article
45 of the Circular No. 119/2020/TT-BTC until the central counterparty clearing
mechanism officially comes into force.
3. SSC, Vietnam Exchange (VNX),
Hanoi Stock Exchange (HNX) and Hochiminh Stock Exchange (HOSE), VSDC,
securities companies, depository members and relevant organizations and
individuals shall be responsible for implementation of this Circular./.
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PP.
MINISTER
DEPUTY MINISTER
Nguyen Duc Chi
Appendix XVII
REPORT ON PAYMENT FOR SHARE PURCHASE TRANSACTIONS OF
FOREIGN INSTITUTIONAL INVESTOR WITHOUT PREFUNDING
(Enclosed with the Circular No. 68/2024/TT-BTC dated September 18,
2024 of the Minister of Finance of Vietnam)
NAME
OF SECURITIES COMPANY
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No.
.../BC-
……[place
& date]
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REPORT
On
payment for share purchase transactions of foreign institutional investor
exempted from fulfilling minimum fund requirement
To:
- The State Securities
Commission;
- The Stock Exchange of…..;
- Vietnam Securities Depository and Clearing Corporation.
[Name of the securities company]
hereby report on the failure of the foreign institutional investor to
re-purchase shares as prescribed in clause 3 Article 9a of the Circular No.
120/2020/TT-BTC as follows:
1. Particulars of the foreign
institutional investor
- Name of the investor:
- Country:
- Number of the enterprise
registration certificate or another document of equivalent legal effect, date
of issue and issuing authority:
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- Authorized representative:
- Securities trading account:
- Securities depository account:
2. Date of placing the trading
order:
3. Detailed information
No.
Stock
symbol
Detailed
information
1
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Total
number of matched shares:
...
(shares)
Total
value of matched shares:
...
(VND million)
Portion
paid by the investor
Portion
paid by the securities company
Unpaid
portion
Portion
paid by the investor
Portion
paid by the securities company
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Data as of the trading day
following the payment date, as prescribed by VSDC, for the trading order placed
on the date specified in section 2.
PREPARER
(signature and full name)
HEAD
OF INTERNAL CONTROL DEPARTMENT
(signature and full name)
(GENERAL)
DIRECTOR
(signature, full name and seal)
Appendix XVIII
RESULTS OF SHARE TRANSACTIONS CONDUCTED BY THE
SECURITIES COMPANY THAT IS A RELATED PARTY OF AN INTERNAL ACTOR OF A LISTED OR
REGISTERED ORGANIZATION AS PRESCRIBED IN ARTICLE 9A OF THE CIRCULAR NO.
120/2020/TT-BTC
(Enclosed with the Circular No. 68/2024/TT-BTC dated September 18,
2024 of the Minister of Finance of Vietnam)
NAME
OF SECURITIES COMPANY
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No.
.../BC-...
……[place
& date]
REPORT
On
results of share transactions conducted by the securities company that is a
related party of an internal actor of a listed or registered organization as
prescribed in Article 9a of the Circular No. 120/2020/TT-BTC
To:
- The State Securities
Commission;
- The Stock Exchange of…
- Name of the securities company:
- Head office’s address:
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- Charter capital:
- Stock symbol:
1. Particulars of the foreign
institutional investor that fails to fulfill payment obligations
- Name of the investor:
- Country:
- Number of the enterprise
registration certificate, operation license, or another document of equivalent
legal effect, date of issue and issuing authority:
- Head office’s address:
- Telephone number:
Fax:
Email:
Website:
2. Name/symbol of traded shares:
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4. Value at par of completed
transactions:
5. Particulars of the internal
actor of the listed or registered organization
a) The internal actor is a
Vietnamese citizen or an individual of Vietnamese origin and unknown
nationality who is residing in Vietnam
- Full name in birth certificate:
- Date of birth:
- Personal identification number:
- Contact telephone:
Fax:
Email:
- Current position at the listed or
registered organization:
- Relationship between the
securities company and the internal actor:
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b) The internal actor is not the
one specified in point a of this section
- Full name (in Passport):
- Passport number:
- Nationality:
- Permanent address:
- Contact telephone:
Fax:
Email:
- Current position at the listed or
registered organization:
- Relationship between the
securities company and the internal actor:
- Quantity and percentage of shares
held by the internal actor (if any):
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7. Quantity and percentage of
shares held by the securities company after the transaction is executed:
8. Trading period: from
[date]………….to [date]………….
CERTIFICATION
OF LEGAL REPRESENTATIVE OF THE SECURITIES COMPANY
(signature, full name and seal)
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