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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: 18/2025/TT-BTC
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Hanoi, April 26,
2025
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CIRCULAR
AMENDING
SOME ARTICLES OF CIRCULAR NO. 119/2020/TT-BTC DATED DECEMBER 31, 2020, OF THE
MINISTER OF FINANCE ON REGISTRATION, DEPOSITING, CLEARING, AND SETTLEMENT OF
SECURITIES TRANSACTIONS AND CIRCULAR NO. 96/2020/TT-BTC DATED NOVEMBER 16,
2020, OF THE MINISTER OF FINANCE ON GUIDANCE ON DISCLOSURE OF INFORMATION ON
SECURITIES MARKET THAT ARE AMENDED BY CIRCULAR NO. 68/2024/TT-BTC DATED
SEPTEMBER 18, 2024, OF THE MINISTER OF FINANCE
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Law amending the Law on
Securities, the Law on Accounting, the Law on Independent Audit, the Law on
State Budget, the Law on Management and Use of Public Property, the Law on Tax
Administration, the Law on Personal Income Tax, the Law on National Reserves,
the Law on Handling of Administrative Violations dated November 29, 2024;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to the Law amending the Law on Public
Investment, the Law on Public – Private Partnership Investment, the Law on
Investment, the Housing Law, the Bidding Law, the Electricity Law, the
Enterprise Law, the Law on Excise Tax and the Law on Civil Judgment Enforcement
dated January 11, 2022;
Pursuant to Decree No. 155/2020/ND-CP dated
December 31, 2020 of the Government elaborating the Law on Securities;
Pursuant to Decree No. 29/2025/ND-CP dated
February 24, 2025, of the Government on the functions, tasks, powers and
organizational structure of the Ministry of Finance;
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The Minister of Finance issues a Circular
amending some articles of Circular No. 119/2020/TT-BTC dated December 31, 2020
of the Minister of Finance on registration, depositing, clearing, and
settlement of securities transactions and Circular No. 96/2020/TT-BTC dated
November 16, 2020 of the Minister of Finance on guidance on disclosure of
information on securities market that are amended by Circular No.
68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance.
Article 1. Amendments to
Circular No. 119/2020/TT-BTC dated December 31, 2020, of the Minister of
Finance on registration, depositing, clearing, and settlement of securities
transactions that is amended by Circular No. 68/2024/TT-BTC dated September 18,
2024, of the Minister of Finance (hereinafter referred to as “Circular No.
119/2020/TT-BTC" and “Circular No. 68/2024/TT-BTC" respectively)
1. Amendment to clause 8 and addition of clauses
10a and 10b to Article 2:
8. “market areas” means separate areas on the
clearing and settlement system, set up for securities with the same period,
payment method, risk management mechanism, CMs of VSDC, and clearing banks
engaged in clearing and settlement for securities transactions.
10a. “Identification of securities holders,
investor” means information determined based on the ownership registration
number, date of issuance of the ownership registration number and type of
investor when the DM, issuer, or public company registers investor information
on the system at VSDC. The ownership registration number is specified in the
regulations of VSDC.
10b. "Information about the securities
holder" means information that includes full name, identification,
contact of the securities holder, securities code, quantity of securities, type
of securities owned and securities depository account (if any).”.
2. Additional of Article 2a after Article 2:
“Article 2a. Implementation rules
1. The submission and receipt of documents in the
form of e-certificates for professional operations between VSDC and its
members, organizations that directly opens the securities depository account
(hereinafter referred to as “opening organization(s)”), issuer, and public
companies shall comply with professional operation regulations of VSDC.
E-certificates used in professional operations are specified in the
professional operation regulations of VSDC and hold legal value equivalent to
the paper certificates.
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3. Amendment to point m, addition of point q2 after
point q1 of clause 2 of Article 6:
“m) Transfer of ownership of securities being the
collateral and rights arising from this collateral (if any), shall be in accordance
with point c of Clause 1 of Article 23, Clause 2 of Article 40g, and Article
40l hereof;
q2) The transfer of ownership of shares, the rights
arising from these shares (if any) from the account of a foreign institutional
investor placing share purchase orders without prefunding to the proprietary
trading account of the securities company where the foreign investor is the
order-placing organization shall comply with Clause 7 and Clause 8 of Article
40k hereof.”.
4. Addition of point l after point k of clause 1 to
Article 7:
l) Issuer swapping convertible bonds before their
maturity date.”.
5. Amendment to clause 3 of Article 8:
“3. The holder of deposited securities receives
rights and benefits distributed through VSDC and DMs where the securities owner
opens a securities depository account, except in cases where specialized laws
provide otherwise, and receives any share fraction at the issuer, public
company, or organization authorized by the issuer or public company. Holders of
undeposited securities shall receive rights and benefits distributed directly
at the issuer, public company or entity authorized by the issuer or public
company.”.
6. Amendment to Article 13:
“Article 13. Rules for securities depository
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2. DMs shall carry out securities depository as
prescribed in Clause 1 of this Article for clients at VSDC in accordance with
the following rules: Clients shall deposit their securities with DMs and the
DMs shall then re-deposit their clients’ securities with VSDC.
3. To deposit securities, clients must sign a
contract to open a securities depository account with a DM. After opening the
depository account as required, clients shall submit an application for
securities depository to the DMs. The DMs shall verify, assess, and be
accountable for the accuracy of information regarding the securities holders
and the appropriateness of the clients’ applications with the regulations
herein before submitting the applications to VSDC.
4. VSDC shall carry out securities depository at
the request of DMs and opening organizations after the DMs or opening
organizations open the securities depository account in their own name at VSDC.
5. VSDC shall perform securities depository after
the information regarding the securities holder in the dossiers provided by the
DMs, opening organizations, issuers, or public companies matches the
information on the system of VSDC.”.
7. Addition of clause 10a after clause 10 of
Article 4:
“10a. VSDC may open a securities depository account
in its own name to handle clearing margin securities, securities serving as
collateral for the funding that VSDC has used to support and ensure settlement
of securities transactions and other cases as prescribed by law.”.
8. Amendment to clause 3 of Article 20:
“3. VSDC shall perform securities deposit for the
securities holder at the request of the issuer or public companies
(representing the securities holder) and the DM where the securities holder
opens the securities depository account.”.
9. Amendment to clause 2 of Article 21:
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10. Addition Chapter IVa after Chapter IV:
“Chapter IVa
CLEARING AND
SETTLEMENT OF SECURITIES TRANSACTIONS BEFORE IMPLEMENTING THE CENTRAL COUNTERPARTY
CLEARING HOUSE
Article 40a. Organization of clearing and
settlement of securities transactions
1. VSDC shall perform multilateral netting for
securities transactions established on the securities trading system based on
transaction results provided by the Stock Exchange.
2. The clearing of securities shall be carried out
by VSDC in accordance with the following rules:
For securities transactions of DMs, their clients,
the clearing is done for each security and separately according to the type of
brokerage account for domestic investors, brokerage account for foreign
investors, and proprietary trading account of DMs;
b) For securities transactions of opening
organizations, the clearing is done on the securities depository accounts of
such organizations.
3. DMs are responsible for freezing the securities
awaiting payment in their depository accounts and their clients' accounts to
ensure settlement of securities transactions that have been established on the
securities trading system.
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a) For securities transactions of DMs and/or their
clients, VSDC shall perform the clearing for each DM on the basis of general clearing
between the amounts receivable and the amounts payable for transactions with
the same time and payment method and segregated by type of domestic investors,
foreign investors, and such DMs.
b) For securities transactions of opening
organizations, VSDC shall perform the clearing for each DM on the basis of
general clearing between the amounts receivable and the amounts payable for
transactions with the transaction date and payment date.
5. The settlement of securities transactions shall
comply with clause 2 of Article 63 of Law on Securities.
6. VSDC shall issue regulations guiding the method,
time, procedures for clearing and settlement of securities transactions
established on the securities trading system.
Article 40b. Settlement of transactions of DMs
and opening organizations
1. DMs and/or opening organizations shall open
clearing deposit accounts for securities transactions at banks to settle
securities transactions that have been established on the securities trading
system.
2. In case the investor opens a securities
depository account at a custodian bank and places a transaction order through a
securities company, the settlement for securities transactions will be done by
the custodian bank.
3. The DM where the investor opens an account is
responsible for allocating money and securities to the investor's account
immediately after VSDC completes the securities payment and the settlement bank
completes the money payment.
Article 40c. Transaction reconciliation and
confirmation
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2. DMs and opening organizations are responsible
for reconciling transaction details between transaction order information
stored at the DMs or opening organizations and the notification of VSDC; inform
VSDC of the incorrect transaction information, request them to correct and
handle error, cancel settlement (if any), and prepare frozen money in accordance
with Articles 40d, 40dd, 40e, 40i hereof and the regulations of VSDC.
Article 40d. Confirming payment capabilities and
freezing funds to ensure securities transaction settlement
1. Confirming payment capabilities for securities
transactions
a) For securities transactions (excluding share
purchase transactions by foreign institutional investors without prefunding):
The DMs, the opening organizations are required to confirm with VSDC
whether they have enough or insufficient funds to pay for their own obligations
and those of their clients (if any);
b) For share purchase transaction by foreign
institutional investors without prefunding: The DM where the investor opens a
securities depository account are required to confirm with VSDC whether they
have enough or insufficient funds to pay for the obligations of investors.
a) Opening organizations must have enough funds in
their deposit accounts at the settlement bank for the bank to freeze such
funds, ensuring settlement of their own securities transactions as required by
VSDC;
b) DMs must have enough funds in their deposit
accounts at the settlement bank (for securities companies) or at the custodian
bank (for custodian banks) for the settlement bank or custodian bank to block
funds and ensure settlement of their own securities transactions and their
clients’ (domestic and foreign customers separately), according to the payment
obligations announced by VSDC.
3. For case of confirmation of having insufficient
funds for payment:
a) Opening organizations and securities companies
shall request the settlement bank to freeze the existing funds for purchasing
securities and inform VSDC of detailed information about the transaction with insufficient
funds for VSDC to cancel settlement of these transactions except as specified
in Clause 4 of this Article.
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- For transactions with insufficient funds of: (i)
the custody bank, (ii) domestic clients, (iii) foreign clients who are not
foreign institutional investors placing share purchase orders without
prefunding, the custodian bank shall inform VSDC of detailed information about
the transactions with insufficient funds for VSDC to cancel the settlement of
these transactions.
- For transactions with insufficient funds of
foreign institutional investors placing share purchase orders without
prefunding, the custodian bank shall inform the securities company and VSDC of
detailed information about the transactions with insufficient funds so that the
securities company can request the settlement bank to freeze funds to ensure
settlement of these transactions.
c) If DMs or opening organizations do not send or
punctually send detailed information about transactions with insufficient funds
for settlement by the specified deadlines in points a and b of this clause,
VSDC shall identify transactions ineligible for settlement following the rules
specified in the regulations of VSDC.
4. For transactions with insufficient funds
specified in Point a and Point b, Clause 3 of this Article that are share
purchase transactions by foreign institutional investors without prefunding:
a) In case the total value of these transactions at
the securities company does not exceed the difference between the amount
contributed to the settlement supporting fund and the used fund that has not
been reimbursed of the securities company, VSDC shall not cancel the settlement
of these transactions. The securities company is responsible for carrying out
settlement of the transactions on the due date;
b) If the total value of transactions with
insufficient funds at a securities company exceeds the difference mentioned
above, VSDC shall request the securities company to provide detailed
information about the transactions corresponding to the excess amount and
cancel settlement of such transactions according to the rules where the total
value of the remaining transactions with insufficient funds that are not
cancelled shall not exceed VND 50 billion on the same day; the securities
company that informs VSDC Corporation of the transaction with insufficient
funds first shall be processed first. In cases where a securities company has
more than one transaction with insufficient funds, the transaction established
later will be cancelled. The securities company is responsible for carrying out
settlement of the transactions that are not cancelled on the due date.
c) If the securities organization does not provide
or punctually provide detailed information about transactions with insufficient
funds specified in point b of this clause by the deadlines specified in the
regulations of VSDC, VSDC shall identify transactions ineligible for settlement
in accordance with point c of clause 3 of this Article.
5. After VSDC cancels settlement of transactions as
stipulated in clauses 3 and 4 of this Article, the funds shall be frozen to
ensure the settlement of securities transactions in accordance with obligations
re-determined by VSDC in accordance with clause 2 of this Article.
6. The settlement bank, custodian bank shall freeze
the funds and send a notice confirming that such funds are frozen to ensure
settlement of securities transactions to VSDC. If there are any errors in the
confirmation, the settlement banks and custodian banks are responsible for
carrying out settlement on behalf of the securities companies and investors and
bear any incurred costs.
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8. Opening organizations, securities companies must
sign agreements with the settlement bank to freeze, confirm the freeze, and
unfreeze funds as stipulated in clauses 2, 3, and 7 of this Article.
9. The settlement bank, custodian bank that has
frozen the funds, and confirmed such matter in accordance with this Article may
only use such funds for the purpose of securities transaction settlement as per
the notification from VSDC.
Article 40dd. Post-transaction error correction
1. VSDC shall perform post-transaction error
correction in the following cases:
a) DMs which are the securities companies
inaccurately execute the investor's order regarding the following information:
account number, securities code, quantity of securities, order price, order
quantity, and type of purchase/sale order;
b) The securities companies place orders for
investors with depository accounts opened at the custodian banks without
confirmation from the custodian banks regarding the investor's balance or
securities or place orders with information that differs from the confirmation
provided by the custodian banks;
c) The custody banks inaccurately confirm
information regarding the balance and securities of investors with depository
accounts opened at the custodian banks with the securities company, leading to
the investor not having sufficient funds or securities to complete the
securities transaction settlement.
d) The investor's account does not have sufficient
at the time when VSDC transfers securities from the trading securities account
to the securities accounts awaiting payment of the investor to prepare for the
settlement.
dd) Transactions of investors whose depository
account information has not been registered in the market area according to the
regulations of VSDC.
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Except for cases specified in clause 3 of this
Article, VSDC shall corrects errors after transactions by adjusting erroneous
trading orders to proprietary trading orders of the DMs according to the
following rules:
a) At the request of DMs in cases specified in
point a, point c of clause 1 of this Article;
b) When the custodian bank refuses to confirm the
settlement of securities transactions of investors for cases specified in point
b of clause 1 of this Article;
c) Without having to have requests from DMs for
cases specified in points d, dd of clause 1 of this Article.
3. DMs who are custodian banks may correct errors
on proprietary trading accounts of securities companies with which the
depository bank has an agreement to correct errors.
4. In cases where the DM does not have proprietary
post-transaction error correction, the DM shall open a depository account in
its name for a temporary account for the quantity of securities received or to
be paid due to post-transaction error correction into that account. After receiving
the securities from post-transaction error correction, the DM shall immediately
sell these securities in the nearest trading session.
5. Responsibilities of related parties in
post-transaction error correction:
a) Parties involved in the transaction are
responsible for their errors within their jurisdiction.
b) If errors of the securities company result in
the investor of the custodian bank having insufficient securities or funds for
settlement, the custodian bank is entitled to unilaterally refuse such
settlement, and the related securities company must bear the responsibility for
the erroneous transaction payment.
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6. DMs that, due to correcting errors after
transactions, defaults on securities transactions are eligible for supporting
mechanisms as specified in Article 40g hereof.
Article 40e. Proprietary trading error
correction of securities companies
1. If the securities company enters the wrong
proprietary trading account number into the trading system of the Stock
Exchange, VSDC will make corresponding adjustments to the correct proprietary
trading account number of the securities company for settlement of securities
transactions.
2. If the securities company enters an incorrect
order leading to a shortage of securities for settlement, or a member who
establishes an exchange-traded fund has insufficient or exchange-traded fund
certificates for settlement due to unsuccessful traded exchange in accordance
with regulations on management of the exchange-traded fund, the settlement
support mechanisms specified in clause 3 of Article 40g hereof shall be
applied.
Article 40g. Remedial measures for defaults on
securities transactions
1. DMs who default on securities transactions are
eligible for the following supporting mechanisms:
a) Settlement supporting fund specified in Article
40l hereof.
b) Loans from settlement banks.
2. If the DM borrows from the settlement bank, the
DM and the settlement bank may agree on using the securities on the DM's
account as collateral for the loan. VSDC may freeze, unfreeze, and transfer ownership
of securities that are collateral for loans at the request of the DM and the
settlement bank.
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a) Using borrowed securities through the securities
lending and borrowing system (SBL) managed by VSDC. Securities lending and
borrowing shall comply with Article 40 hereof;
b) If the DM still does not have enough securities
when the settlement time specified in the regulations of VSDC is due, VSDC
shall separate the deficit of securities to decide whether to delay the
settlement due date, or cancel the settlement in accordance with Article 40h,
Article 40i hereof. The value of securities deficit shall be determined
according to closing price of the securities on the trading day preceding the
settlement date.
Article 40h. Delay of settlement deadlines
The delay of settlement period shall comply with
the following rules:
1. VSDC shall delay settlement deadlines for the
securities in shortage determined at the settlement time, except for the cases
specified in Points i and l of Clause 1 of Article 40i hereof;
2. The maximum delay of settlement is 03 working
days from the date of settlement.
3. The settlement of delayed transactions shall be
made by the general clearing method with other transactions that have the next
settlement date.
4. The DM having the transaction with delayed
settlement must compensate the counterparty at the rate of 5% of the value of
securities per one day of delayed settlement.
Article 40i. Cancellation of settlement of
securities transactions
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a) Securities sales that are not available in the
trading account of the DMs, or their clients (except with instructions from the
Ministry of Finance).
b) Securities sales before the time VSDC confirms
the completion of the securities transaction settlement.
c) Transactions of the DMs or their clients that
are carried out after VSDC informs the Vietnam Stock Exchange of the suspension
of the securities transaction settlement for that depository member.
d) Transactions with securities codes that have not
been accepted for clearing and settlement in the system at VSDC;
dd) Transactions with invalid account number
because the DM registration number or the character of the trading account type
does not exist;
dd) The transaction contains invalid information,
including: no session code; the trading date does not fall under the current
date; there is no order number of the buyer or the seller; price, trading
volume is less than or equal to zero; no order confirmation;
g) The transaction has a combination of four
information: market code, trading board code, ticket symbol, and order
confirmation number which are identical with those of the previously received
transaction;
h) Transactions ineligible for settlement in
accordance with clause 3 and 4 of Article 40d hereof;
i) Transactions with insufficient securities where,
at the settlement date, such securities are those under trading suspension for
exchange transfer or transactions with insufficient securities with the
settlement date as the last registration date to exercise rights leading to
reference price changes;
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l) Transactions with insufficient securities in
which such securities are not eligible to be borrowed or lent in accordance
with the regulations of VSDC;
l) Securities sales where VSDC does not receive a
freezing confirmation from the settlement bank or the custodian bank as
specified in clauses 2, 3 of Article 40d hereof and the regulations of VSDC.
2. For cases subject to cancellation specified in
points a, b, c, h, i, k, l, and m of clause 1 of this Article, the DM with transactions
ineligible for settlement must compensate the counterparty at a rate of 20% of
the value of the transaction ineligible for settlement (except in cases where
the custodian bank has a share purchase transaction without prefunding and
ineligible for settlement due to the securities company where the investor
placed the order having insufficient funds to be frozen, or the settlement bank
not sending the freezing confirmation in accordance with clauses 4 and 6 of
Article 40d hereof). The DMs shall be handled according to the law on handling
of administrative violations for any violations committed in the field of
securities and the securities market.
3. VSDC is responsible for inform the Stock
Exchange of transactions ineligible for settlement.
Article 40k. Settlement of share purchase
transactions of foreign institutional investor without prefunding
1. Foreign institutional investors placing share
purchase orders without prefunding must have sufficient funds in the securities
transaction clearing deposit account before the time the DM is required to have
sufficient funds in its securities transaction clearing deposit account of the
DM at the settlement bank in order to settle the securities transaction.
Foreign institutional investors are allowed to place share purchase orders
without prefunding for shares listed or registered for trading, except for
shares for which securities companies are not allowed to receive purchase
orders in accordance with Clause 9 of Article 16 of Circular No.
121/2020/TT-BTC , which is amended in Clause 2 of Article 3 of Circular No.
68/2024/TT-BTC .
2. If the foreign investor does not have sufficient
fund in their securities transaction clearing deposit account for settlement as
prescribed in Clause 1 of this Article:
a) The securities company shall use its funds to
settle stock purchase transaction on behalf of the foreign investor whose
securities depository account is opened at such securities company;
b) If the foreign investor’s securities depository
account is opened at the custodian bank, the custodian bank shall request the
securities company to transfer their funds to the securities transaction
clearing deposit account of the custodian bank at the settlement bank to settle
transactions on behalf of the foreign investor and at the same time notify
VSDC. the securities company and settlement bank shall satisfy the requirements
of the custodian bank and ensure completion before the time when the DM is
required to have sufficient funds in their securities transaction clearing deposit
account at the settlement bank in accordance with VSDC.
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4. Securities companies must ensure sufficient
funds to settle securities transactions as prescribed in Clause 2 of this
Article. Securities companies shall face penalization in accordance with the
law and regulations of VSDC if they fail to ensure the performance of the
obligations specified in Clause 2 of this Article.
5. The securities company is allowed to freeze,
release, or request the custodian bank (in case the investor opens a depository
account at the custodian bank) to freeze, release the number of shares received
from the share purchase transactions with insufficient money, corresponding to
the amount that the securities company has paid on behalf of the investor as
prescribed in Clause 2 of this Article. The freezing and release of securities
in this case shall be carried out on the account of the foreign institutional
investor without sufficient funds for settlement of share purchase
transactions.
6. Foreign institutional investors shall be
responsible for confirming the performance of the settlement obligation as
agreed with the securities company before the end of the afternoon trading
session of the day the securities company makes the settlement on their behalf
as prescribed in Clause 2 of this Article and must make full payment as agreed
with the securities company no later than the end of the afternoon trading
session of the day following the day the securities company makes the
settlement on their behalf. After receiving the full payment as agreed, the
securities company shall release or request the custodian bank (if the investor
opens a custodian account at the custodian bank) to release the frozen shares
as prescribed in Clause 5 of this Article. Losses, profits and other expenses
arising from the execution of this transaction shall be handled according to
the agreement between the securities company and the foreign institutional
investor or the authorized representative of the foreign institutional
investor.
7. In case the foreign institutional investor does
not confirm or confirms that they have not fulfilled their settlement
obligation as agreed with the securities company within the time limit
prescribed in Clause 6 of this Article, the securities company may request VSDC
to complete the transfer of ownership of the number of shares accounted for in
the account of the foreign institutional investor that the securities company
has settled on their behalf to the securities company's proprietary trading
account as prescribed in Point q2 of Clause 2 of Article 6 hereof on the same
day that the securities company has settled on its behalf.
8. In case the foreign institutional investor has
confirmed that they shall fulfill their settlement obligation as agreed with
the securities company but fail to fulfill such obligation within the time
limit prescribed in Clause 6 of this Article, the securities company may
request VSDC to complete the transfer of ownership of the number of shares
accounted for in the account of the foreign institutional investor that the
securities company has settled on their behalf, and any arising rights to the
securities company's proprietary trading account as prescribed in Point q2 of
Clause 2 of Article 6 hereof immediately on the day following the day the
securities company makes the settlement on their behalf.
9. Securities companies are allowed to the number
of shares received on the proprietary trading account on the securities trading
system as prescribed in Clause 7 and Clause 8 of this Article. Losses, profits
and other expenses arising from the execution of this transaction specified in
this clause shall be handled according to the agreement between the securities
company and the foreign institutional investor or the authorized representative
of the foreign institutional investor.
10. The custodian bank where the foreign
institutional investor opens the depository account is responsible for freezing
and releasing the shares and cooperating with the securities company where the
foreign institutional investor places the transaction order to complete the
transfer of ownership of shares prescribed in Clauses 5, 6, 7, and 8 of this
Article.
11. The clearing and settlement of share purchase
transactions by foreign institutional investors as prescribed in this Article
shall be carried out in accordance with the law and the regulations of VSDC.
Article 40l. Use of, and return of used funds to
settlement supporting fund
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a) VSDC may only use the settlement supporting fund
to support settlement when a DM is unable to settle securities transactions,
deposit interest, interest on the use of the settlement supporting fund
allocated to the DM, and pay the fee for managing the settlement supporting
fund deposit account to the payment bank (if any);
a) VSDC shall use the settlement supporting fund
contributions of DMs to support their settlement after deducting the unrefunded
amount from the settlement supporting fund; In case it is not sufficient to
cover the settlement obligation and the settlement bank does not lend or only
lends part of the fund in shortage, VSDC shall use the settlement supporting
fund contribution of other DMs to support settlement in accordance with the
regulations of VSDC. If the supporting amount taken from contributions of other
DMs on a settlement day exceeds VND 50 billion, VSDC shall use the settlement
supporting fund contributions of other DMs to support the settlement in
accordance with the regulations of VSDC and report the matter to the State
Securities Commission.
c) VSDC may freeze securities in the proprietary
trading account of the DM who is unable to pay funds and/or securities received
from transactions without sufficient funds of an investor who defaults on
securities transactions and has a depository account at that depository member
(if any) to serve as collateral for the funds used from the contribution of
other depository members. The DM who defaults on a securities transaction must
inform VSDC of information on investors' transactions with insufficient funds.
d) The freezing, unfreezing, and handling of
collateral are carried out according to the regulations of VSDC.
2. Refund to settlement supporting fund
Within 1 day from the date VSDC uses the settlement
supporting fund to support the settlement on behalf of the DM who defaults on securities
transactions, the DM is responsible for returning such amount. The DM
must pay interest for the amount used from the settlement supporting fund as
prescribed in the regulations of VSDC;
b) A DM who is short of funds for settlement of
securities transactions due to adjustments in the consolidated notification of
results of settlement of securities transactions arising from delayed
settlement of another DM on the settlement date shall be responsible for
returning the amount provided by the settlement supporting fund within 2
working days from the date of use and not be required to pay interest.
Beyond the deadline mentioned above, the DM must pay an interest in
accordance with the regulations of VSDC;
c) VSDC may suspend settlement of securities transactions
and request the Vietnam Stock Exchange to suspend the trading activities of the
DM if they fail to return the amount used from the settlement supporting fund
within the deadline specified in point a, point b of this clause.
d) If a DM who defaults on securities transactions
is only able to return part of the amount used from the settlement supporting
fund or through installment payment, VSDC shall allocate the refund in the
following order: the interest, settlement supporting fund contributions of
other DMs, and settlement supporting fund contributions of the DM who defaults
on securities transactions;
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- Request the settlement bank to deduct the
proceeds from selling securities in the proprietary trading account of the DM
and transfer it to the account of the settlement supporting fund. The
settlement bank is responsible for deducting and transferring such proceeds to
the account of the settlement supporting fund as requested by VSDC;
- Transfer the frozen securities as collateral as specified
in point c of this clause to the account of VSDC to be sold on the securities
trading system based on market orders at the time of placement (for shares,
fund certificates, secured warrants, and corporate bonds) and electronic
market-wide put-through transaction orders at the nearest execution price (for
debt instruments and privately placed corporate bonds). The proceeds from
selling these securities are not included in the revenue of VSDC.
e) VSDC shall open an account for itself at a
securities company that meets the criteria specified in the regulations of
VSDC, open a deposit account at the settlement bank to receive and sell frozen
securities as collateral, and handle the proceeds from selling securities.
g) The securities mentioned in point c of this
clause transferred to VSDC shall not be recorded as assets owned by VSDC.
During the process of selling securities in the account of VSDC at the
securities company, the rights and benefits arising from the exercise of rights
related to these securities shall be distributed in accordance with the law.
VSDC may continue handling the rights and benefits arising regarding cash
dividends, earnings yields that have been allocated (if any) to recover the
funds provided and the interest (if any); the remaining rights and benefits
arising from the exercise of rights after transferring to the account of VSDC
are returned to the DM/the investor who defaults on securities transactions;
h) The proceeds specified in point d of this clause
after offsetting the costs arising from supporting settlement for the DM who
defaults on securities transactions shall be used in the following order:
payment of the interest, repayment of the outstanding amount to the settlement
supporting fund contributions of other DMs that have not been returned, and
returning the remainder to the DM who defaults on securities transactions;
i) The remaining securities after the sales of VSDC
in accordance with point d and point g of this clause and the rights and
benefits arising from the securities transferred to VSDC (if any) shall be
returned to the DM/the investor who defaults on securities transactions after
VSDC has recovered the outstanding amount specified in point h of this clause.
3. VSDC shall issue regulations guiding the management
and use of settlement supporting fund.”.
11. The phrase “chuyển khoản chứng khoán”
(“Transferring securities”) is replaced with the phrase “chuyển khoản chứng
khoán và quyền phát sinh kèm theo (nếu có)” (“Transferring securities and
accompanying rights (if any)”) in Clause 2, Article 22; The phrase “hệ thống”
(“system”) with the phrase “hoạt động” (“operation”) in Article 40.
12. Clause 2 of Article 16 is annulled.
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1. Amendment to clause 8 of Article 25:
“8. If the foreign institutional investor refuses
to pay for the share purchase as prescribed in clauses 6, 7, and 8 of Article
40k of Circular No. 119/2020/TT-BTC , the securities company where the foreign
institutional investor’s trading order is placed must disclose information on
the foreign institutional investor's transaction on the media of the State
Securities Commission (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 has to make the payment in accordance
with clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC .”.
2. Amendment to point a of clause 1 of Article 33:
a) At least 03 working days before the estimated
transaction date, internal actors and their related parties shall disclose
information about their expected transactions according to the form in Appendix
XIII or Appendix XIV enclosed herewith, except in the case where the securities
company is the related party of the internal actor of a listed organization or
a registered organization when transferring ownership as prescribed in Point q2
of Clause 2 of Article 6 of Circular No. 119/2020/TT-BTC .
If the securities company sells the shares received
in the proprietary trading account in accordance with Clause 9 of Article 40k
of Circular No. 119/2020/TT-BTC on the securities trading system, the exemption
from information disclosure shall apply to transactions carried out within 04
working days from the date the shares are transferred to the proprietary
trading account of the securities company as prescribed in Clause 7 and Clause
8 of Article 40k of Circular No. 119/2020/TT-BTC .”.
3. Amendment to clause 8 of Article 33:
“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 with Circular No. 96/2020/TT-BTC within 24 hours from:
a) its completion of the transfer of ownership to the
securities company's proprietary trading account as prescribed in Clauses 7 and
8 of Article 40k of Circular No. 119/2020/TT-BTC ; or
b) its completion of the sale of shares as
prescribed in clause 8 of Article 40k of Circular No. 119/2020/TT-BTC”.
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“Bid prices and selling prices of corresponding
volume of each type of securities:
- The best three bid prices and selling prices and
corresponding volume of securities to be purchased or sold that are expected to
remain after order matching corresponding to those prices in the periodic
trading-order matching.
- The best three bid prices and selling prices and
corresponding volume of securities to be purchased or sold in continuous order
matching.”.
5. Amendments to Appendix XVII attached to Decree
No. 96/2020/TT-BTC .
Article 3. Implementation
clauses
1. This Circular comes into force from May 05,
2025.
2. This Circular replaces some regulations in Article
9a of Circular No. 120/2020/TT-BTC amended by Clause 2 of Article 1 of Circular
No. 68/2024/TT-BTC. To be specific:
a) Clause 2, Clause 5 of Article 9a of Circular No.
120/2020/TT-BTC are replaced by Clause 2 of Article 40k of Circular No.
119/2020/TT-BTC amended by Clause 10 of Article 1 hereof;
b) Clause 3, Clause 4 of Article 9a of Circular No.
120/2020/TT-BTC are replaced by Clauses 7, 8, 9 of Article 40k of Circular No.
119/2020/TT-BTC amended by Clause 10 of Article 1 hereof;
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a) Clauses 2, 3, 4 of Article 4, Article 2 of
Circular No. 68/2024/TT-BTC ;
b) Clause 2 of Article 5 of Circular No.
68/2024/TT-BTC on regulations on clearing and settlement of securities
transactions and regulations on use of and refund to settlement supporting fund
that have been replaced by Article 40l of Circular No. 119/2020/TT-BTC amended
by Clause 10 of Article 1 hereof. Other contents on management and use of
settlement supporting fund that are not specified in Article 40l hereof shall
continue complying with Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC
until the central counterparty clearing mechanism officially comes into force.
4. In case the legislative documents referred to in
this Circular are amended or replaced, the newer documents shall apply.
5. The SSC, VSDC, DMs, settlement banks, opening
organizations and relevant agencies, organizations and individuals shall be
responsible for implementation of this Circular./.
PP. PP.
MINISTER
DEPUTY MINISTER
Tran Quoc Phuong