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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 exempted from minimum fund requirements
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 exempted from fulfilling the minimum fund requirement 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 exempted from fulfilling the minimum fund
requirement 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 exempted from the minimum
fund requirement 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 EXEMPTED FROM
FULFILLING MINIMUM FUND REQUIREMENT
(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)