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THE MINISTRY
OF FINANCE
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SOCIALIST
REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
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No.
13/2013/TT-BTC
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Hanoi, January
25, 2013
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CIRCULAR
ON SUPERVISION OF SECURITIES TRANSACTIONS ON
THE SECURITIES MARKET
Pursuant to the Law on
Securities of June 29, 2006;
Pursuant to the Law on amending
and supplementing a number of articles of Securities Law, of November 24, 2010;
Pursuant to the Government’s
Decree No. 58/2012/ND-CP, of July 20, 2012 detailing and guiding implementation
of a number of articles of the Law on Securities and law on amending and
supplementing a number of articles of the Law on Securities;
Pursuant to the Government’s
Decree No. 118/2008/ND-CP, of November 27, 2008 defining the functions, tasks,
powers and organizational structure of the Ministry of Finance;
At the proposal of president of
State Securities Commission;
The Minister of Finance
promulgates this Circular on supervision of securities transactions on the
securities market.
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GENERAL
PROVISIONS
Article 1.
Scope of regulation
This Circular guides on
supervision of systematic securities transactions on the organized securities
market.
Article 2.
Subjects of application
This Circular applies to the
supervising and supervised subjects as follows:
1. The supervising subjects:
a. State Securities Commission
(below referred to as SSC);
b. The Stock Exchange (below
referred to as SE).
2. The supervised subjects are
organizations, individuals participating in course of transactions, supply of
services relating to securities transactions, including:
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b. Securities companies (below
referred to as SC); depository members of Securities Depository Center of Vietnam
(below referred to as SDC);
c. Securities investment fund
management companies, securities investment fund, securities investment
companies;
d. SE, SDC when participate in
supply of services relating to securities transactions;
e. Relevant objects (Supervising
banks, Commercial banks which supply service of opening securities investment
deposit accounts, investors).
Article 3.
Interpretation of terms
In this Circular, the following
terms are construed as follows:
1. The listed organizations,
organizations conducting transaction registration mean public companies
possessing securities listed, registered for transaction at SE.
2. Securities transactions
mean purchase or sale of securities listed, registered for transaction on the
organized securities market.
3. Internal transaction
means securities transaction with use of inside
information for purchase or sale of securities for selves or other person.
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5. Extraordinary transaction means
transaction falling in the criterion of extraordinarily warning as prescribed
by SE.
6. The criterion of
extraordinarily warning means a system of supervision criteria in order to
define that securities having extraordinary transaction which is formulated by
SE and applied for implementation of transaction supervision after attaining
approval of SSC.
7. Rumor means information
of a group of persons or of a individual regarding a problem related to
securities, or securities transaction happening on securities market which may
be real or unreal, but at time of arising it, there is no grounds for
verification.
Chapter II
ORGANIZATION OF
SECURITIES TRANSACTION SUPERVISION
Item 1. THE
STATE SECURITIES COMMITTEE'S SUPERVISION OF SECURITIES TRANSACTIONS
Article 4.
Duties and powers of the SSC
1. Duties
a. The SSC
supervises activities of securities transaction, of supply of services relating
to securities transaction on organized securities market applicable to subjects
specified in clause 2 Article 2 of this Circular;
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c. To detect activities of market
manipulation, internal transaction and acts violating regulations of law on
securities and securities market relating to transactions;
d. To supervise investors in
compliance with regulations of law on securities transaction, provision of
information related to securities transaction;
dd. Timely have suitable warnings
for transactions and acts showing signs of violation aiming to prevent from
acts of law violation in securities transactions of subjects supervised.
e. To summarize reports on
securities transaction supervision of SE and on such basis, request SE for
coordination in timely detecting, analyzing, evaluating and examining, handling
as necessary with respect to subjects related to extraordinary securities
transactions as prescribed by law;
g. To publish decisions on
handling of violation with respect to organizations, individuals related to
securities transaction on website of SSC;
h. For every 6 months or annually,
or at the request of the Ministry of Finance, SSC shall report to the Ministry
of Finance on result of implementation of securities transaction supervision.
2. Powers
a. To assume the prime
responsibility for, and coordinate with relevant agencies, units in formulation
of legal documents on securities transaction supervision and to submit them to
competent authorities for approval;
b. To issue regulations on
content, methods and process of securities transaction supervision of SSC;
issue regulation of coordination in securities transaction supervision among the
SSC, SE and SDC; to approve the system of transaction supervision
criteria formulated by SEs;
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d. To assume the prime
responsibility for, and coordinate with relevant units in inspection of
organizations, individuals participating in activities of securities
transaction and supplying services of securities
transaction.
Article 5. Supervision
contents of SSC
Supervision contents of SSC include:
1. On the
basis of reports on transaction supervision of SE and other information source,
to analyze deeply in order to detect transactions that manipulating market,
transactions that using inside information and acts violating provisions of law
on securities and securities market relating to activities of securities
transaction in order to have measures to timely prevent and handle;
2. To
supervise activities of SE in supervision of securities transactions happening
on organized securities market within management of SE as prescribed in item 2
of this Circular;
3. To
supervise activities of SDC in implementation of fixing and canceling errors
post-transaction, transfer ownership of securities listed or registered for
transaction without through the transaction system of SE as prescribed in
Article 17 of this Circular;
4. To
supervise activities of securities companies in transaction and provision of
services related to securities transactions as prescribed by law;
5. To
supervise securities transaction of organized investors, foreign investors in
order to timely detect extraordinary happenings which may
cause psychological effects for small and separate investors;
6. To
supervise provision of services relating to securities transaction of subjects
specified in clause 2 (from point b to point e) Article 2 of this Circular.
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1. Through
transaction data provided by SE, to implement analyzing, evaluating, handling
as prescribed with respect to securities transactions with extraordinary signs.
2. To
supervise securities transactions basing on information from sources:
a. SE’s Reports on securities
transaction supervision;
b. Reports of public companies,
securities companies, SDC;
c. Reports of the listed
organizations, organizations conducting transaction registration;
d. Reports, reflections of
organizations, individuals participating in transactions on securities market;
dd. News sources on mass media,
rumor;
e. Other information sources.
3. Extraordinarily
inspect with respect to the supervised subjects through detecting signs of
extraordinary transaction, according to reports of SE and organizations,
individuals participating in transaction and providing services of securities
transaction on securities market.
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Article 7.
Duties and powers of the SEs
1. Duties
a. To supervise activities of
transaction and provision of services related to securities transactions within
scope of securities transaction market organized by them as prescribed by law;
b. To organize a supervision
apparatus in conformity with their assigned functions and duties; to issue
regulations, provisions, process of supervision in order to ensure effective
supervision implementation;
c. To supervise happenings of
transaction during day, many days, periodically; to
analyze, evaluate and take responsibility for determining signs of violation
with respect to extraordinary transactions aiming to timely detect transactions
which have signs of market manipulation, internal transaction and acts
violating regulations on securities transaction as prescribed in Article 8 of
this Circular; to handle violations according to their competence, or report to
SSC for handling according to regulations of law.
d. To supervise information
disclosure and regime of report according to current regulations relating to
securities transaction of securities companies, listed organizations,
organizations conducting transaction registration; securities investment fund
management companies, public securities investment fund, securities investment
companies, investors;
dd. To review press information,
rumors relating to extraordinary transactions;
e. To make periodical,
extraordinarily reports and reports at request on securities transaction
supervision conducted by the supervised subjects and to send them to SSC;
g. To formulate system of database
in service for supervision, including contents specified in Article 11 of this
Circular.
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a. To issue system of securities
transaction supervision criteria on the securities transaction floor as
prescribed in Article 9 of this Circular after attaining consent of SSC;
b. To examine under authorization
of SSC, according to their competence, to handle members conducting
transactions which violate regulations on securities transaction, to propose
with SSC for handling of acts of securities transaction which violate law
regulations;
c. To request transaction members,
relevant organizations, individuals for explanation, provision of information,
documents related to securities transaction in service for supervision.
Article 8. The SEs’ content
of securities transactions supervision
1. The SEs
implement supervision aiming to prevent and detect transactions and acts which
violating law on securities transaction, including:
a. Acts of using inside
information for securities transaction;
b. Transactions manipulating
market;
c. Other violations in securities
transaction as prescribed by law on handling of administrative violation in
securities and securities market and other relevant law provisions.
2. To
supervise transaction and information disclosure relating to transactions of
securities listed, registered transaction at securities transaction
floors of organizations listed securities, organizations
registered securities transaction, securities companies, securities investment
fund management companies, public securities investment funds, securities
investment companies, major shareholders, investors owning 5% or more than of
fund certificates of a closed-form public fund, internal shareholders, internal
investors of closed-form public funds and relevant persons, persons authorized
for information disclosure and individual investor in accordance with current
regulations.
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1. SEs
formulate and issue system of securities transaction supervision criteria on
the securities transaction floor to do as basis for supervision of transaction during
day and many days after being accepted by the SSC;
2. Content
and specific parameters in the system of securities transaction supervision
criteria must be provided and adjusted in each period in conformity with
transaction situation on securities market and ensure effective securities
transaction supervision.
Article 10.
Ses’ method to supervise securities transactions
1. Online supervision by the SEs'
supervision system for transactions during day of securities listed, registered
for transaction in order to detect extraordinary transactions.
2. To supervise securities
transactions during many days basing on one or following sources:
a. Database of securities
transactions;
b. Reports, reflecting information
of securities companies, public companies, organizes, individuals participating
in securities market; information published by investors according to
provisions of law on securities and securities market;
c. News sources on mass media;
d. Other information sources.
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4. To implement inspection with
respect to transaction members as prescribed in article 12 of this Circular. To
coordinate with the SSC in periodical or irregular
inspection with respect to the supervised subjects within management scope of
SEs.
Article 11.
The system of database in service for securities transaction supervision
1. SEs have
responsibility for and take initiative in formulation of system of database in
service for securities transaction supervision. A system of database must
include contents minimally as follows:
a. Data on result of securities
transactions;
b. List and information of the
supervised subjects within scope of violation management as prescribed in law
on securities and securities market and regulations of SEs.
c. Reports and information related
to securities transaction published through the system of information
disclosure of SEs; reports, information reported to the SSC;
d. Data relating to securities
transaction accounts of investors.
2. System of
database in service for securities transaction supervision must be formulated
scientifically in order to able to use effectively when implement supervision,
must be saved and kept according to current law regulations.
Article 12.
Inspection of securities transaction activities
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a. Periodically inspection
- To inspect compliance of
regulations, provisions, process relating to transactions, provisions in the
member regulation issued by SEs;
- To inspect compliance of
regulations on listing and information disclosure of organizations listed,
organizations registered securities transaction when implementing securities
transaction;
b. Irregular inspection:
Inspection is implemented on the basis of signs of extraordinary transactions through supervision of transactions during day, many days under
authorization of the SSC.
2. When
detecting extraordinary transactions, SEs shall inspect under written
authorization of the SSC as follows:
a. To request members conducting
transaction and relevant subjects for provision of explanation on information
related to that transaction;
b. To inspect at head office of
member conducting transaction, of organizations related to securities
transaction (as necessary);
c. SEs shall notify in writing to
the inspected subjects under authorization at least 03 days before implementing
inspection.
3. When inspecting
at head office, branches or/and locations registered for securities transaction
activities of transaction members as prescribed by law, based on authorization
of the SSC, SEs must issue decision on inspection enclosed
with inspection outline and must send written result of inspection to the
inspected subjects within 05 working days after ending inspection.
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a. To handle according to
regulations issued by SEs if detecting acts violating provisions relating to ck
transactions of transaction members;
b. To report to the SSC on content of inspection, conclusion of inspection and plan to
handle within 05 working days after issuing conclusion of inspection and handling;
c. To propose the SSC to handle violations with respect to transaction members in case
falling beyond their competence.
Article 13.
Periodical report of transaction supervision
1. SEs shall
send periodical reports to the SSC including:
a. Weakly reports of transaction
supervision include transaction order book, result of transaction order
matching during day, periodical information during transaction day as
prescribed in Article 32.2 of Circular No. 52/2012/TT-BTC, of April 05, 2012,
of the Ministry of Finance, guiding information disclosure on securities market
according to content specified in Form 01 and Form 02 Annex I enclosed with
this Circular must be sent to the SSC within 02 first
working days of next weak;
b. Monthly reports of transaction
supervision according to content specified in Form 03, Annex I enclosed with
this Circular must be sent to the SSC within 10 first
working days of next month;
c. Annual reports of transaction
supervision according to content specified in Form 04, Annex I enclosed with
this Circular must be sent to the SSC within 20 first
working days of next year.
2. Reports
specified in clause 1 this Article shall be made under written and electronic
data file forms. Especially report specified in point a clause
1 this Article is required to be sent only under electronic data file form. The
above reports are sent under electronic data file form in case the SSC and SEs applied to program on electronic signature. SEs shall save
ans kept information reported according to law regulations.
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1. SEs shall
send irregular reports to the SSC:
a. When detecting events specified
in clause 1 Article 8 of this Circular;
b. When receiving report
requesting for irregular information disclosure relating
to securities transactions of listed organizations,
organizations registered securities transaction, securities companies,
securities investment fund management companies, public investment funds,
securities investment companies as prescribed in Article 33 of Circular No.
52/2012/TT-BTC, of April 05, 2012, of the Ministry of Finance guiding
information disclosure on securities market.
2. Irregular
reports shall be sent to the SSC on events mentioned in
point b clause 1 this Article under written and electronic data file form
within twenty four (24) hours after SEs detect facts or
receive reports requesting for irregular information disclosure relating to
securities transactions.
3. For
irregular reports stated in point a, clause 1 this Article, SEs shall make
reports which analyze separately each matter, with assessment opinions and
proposals for handling method under their competence or proposals for handling
in case falling beyond their competence.
Article 15.
Report of transaction supervision at request
1. SEs shall
send reports when receiving written request of the SSC;
2. Reports
sent to the SSC stated in clause 1 this Article must be
presented under written and electronic data file form according to content and
time limit as requested by the SSC.
Chapter III
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Article 16.
Obligation on provision of information and making explanation at the request of
organizations and individuals participating in securities transactions and
supplying services of securities transaction
1. Organizations,
individuals participating in securities transactions and supplying services of
securities transaction have obligation to timely, sufficiently, exactly provide
information, documents, electronic data relating to content of securities
transaction supervision at the request of the SSC, SEs; to
make explanation at the request of the SSC, SEs on facts
relating to securities transaction as prescribed by law and implement
information disclosure as prescribed by law on securities and securities market
in the following cases:
a. Securities transactions of
organizations, individuals being major shareholders as prescribed in Article 29
of Law on securities and Circular No. 52/2012/TT-BTC, of April 05, 2012 of the
Ministry of Finance, guiding on information disclosure on securities market;
b. Securities transactions of
organizations, individuals or relevant persons with intention to hold twenty
five percent (25%) of voting stocks, fund certificates of a public company,
closed fund or holding twenty five percent (25%) or more than of voting stocks,
fund certificates of a public company, closed fund as prescribed in Article 32
of Law on securities, Article 1 clause 11 of Law on amending and supplementing
a number of articles of Law on securities, the Circular of the Ministry of
Finance on guiding information disclosure on securities market and guiding
public bid of stocks of public companies, fund certificates of closed-form
public securities investment fund;
c. Securities transaction of
members of the Board of Directors, the Control Board, General Directors
(Directors), the Deputy General Directors (Deputy Directors), Financial
Directors, Chief accountants, Heads of Financial and accounting divisions of
the public company; persons authorized for information disclosure and relevant
persons as prescribed in the Circular No. 52/2012//TT-BTC, of April 05, 2012,
of the Ministry of Finance, guiding on information disclosure on securities
market;
d. Commercial banks providing service
of opening securities investment account for investor shall provide information
on account balance of clients at the request of the SSC
and competent agencies as prescribed by law;
e. Supervision banks shall provide
data relating to activities of securities investment and transaction of
investment fund which banks implement supervision at the request of the SSC and competent agencies as prescribed by law;
2. Investors
being organizations, individuals upon participating in transactions on
securities market shall coordinate with the SSC, SEs,
competent agencies as prescribed by law as requested.
3. If
organizations, individuals participating in securities transactions or
provision of services of securities transaction fail to coordinate and
cooperate with agencies specified in clause 2 this Article, they shall be
handled as prescribed by law.
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1. The SDC
has obligation to make and formulate a system of database according to current
law regulations in order to service for securities market supervision.
2. To
implement report regime in order to service for securities market supervision
within scope of its function and send reports to the SSC
including:
a. Monthly reports: Wihthin 10
first working days of month, the SDC shall send to the SSC
reports:
- Report on
issuance of securities coded (Table 1 Annex II);
- Report on
situation of fixing, canceling errors in transaction payment (Table 2 Annex
II);
- Statistics
of securities transactions which transferring ownership without through
transaction system (donation, inherit, etc) (Table 3 Annex II);
- Report on
information and name of securities transaction account of investor opening at
securities companies (Table 4 Annex II);
- List of
major shareholders of companies registered securities at the SDC (table 5 Annex
II).
Month reports according to content
specified in monthly report form in Annex II enclosed with this Circular shall
be made under written and electronic data file form and the reported
information must be saved and kept as prescribed by law.
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c. Irregular reports: The SDC
shall send to the SSC irregular reports when detecting signs of violation of
regulations relating to activities of fixing, canceling errors
post-transaction, transfer of ownership, rate owning securities with respect to
investors, mortgage, change of securities ownership, implementation of rights;
violations of securities depository member, organizations, individuals using
services supplied by the SDC as prescribed by law.
3. The SDC
shall save ans kept information reported according to law regulations.
4. In
necessary case, the SDC shall implement periodical or irregular reports at the
request of the Ministry of Finance.
Article 18.
Obligations of securities companies
1. Securities
companies have obligations:
a. To coordinate with the SSC, SEs
in implementation fo securities transaction supervision as being requested;
b. To coordinate with the SSC in
inviting investors in order to work with Inspection delegations of the SSC, SEs
relating to transactions with extraordinary signs;
c. If detecting transactions
vilolating regulations on securities and securities market, they shall report
them to the SSC;
d. To make reports, documents and
send them to the SSC, SEs as receiving written requests of the SSC, SEs.
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Chapter IV
ORGANIZATION OF
IMPLEMENTATION
Article 19.
Implementation provisions
1. This
Circular takes effect on March 08, 2013 and replaces the Decision No.
127/2008/QD-BTC, of December 31, 2008 of the Minister of Finance on
promulgating the Regulation on suppervision of securities transactions on the
securities market;
2. The SSC
and SEs shall organize apparatus to supervise securities transaction within
their powers and duties as prescribed by law; to issue regulations, process in
order to implement effective supervision; take initiative to coordinate,
restraint overlapping among the supervising subjects.
3. The SSC,
SEs, SDC, securities companies, public companies, listed organizations,
organizations conducting transaction registration; securities investment fund
management companies, securities investment companies, relevant organizations
and individuals shall implement this Circular;
4. The
Minister of Finance shall decide on amendments, supplementations, replacements
to this Circular.
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