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THE MINISTRY
OF FINANCE
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No.
87/2013/TT-BTC
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Hanoi, June
28, 2013
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CIRCULAR
GUIDING E-TRANSACTIONS ON THE SECURITIES MARKET
Pursuant to the Law on
Securities No. 70/2006/QH11 date June 29, 2006;
Pursuant to the Law amending
and supplementing a number of articles of the Law on Securities No.
62/2010/QH12 dated November 24, 2010;
Pursuant to the Law on
E-Transactions No. 51/2005/QH11 dated November 29, 2005;
Pursuant to the Law on
information technology No. 67/2006/QH11 dated June 29, 2006;
Pursuant to the Government’s
Decree No. 27/2007/ND-CP dated February 23, 2007 on
e-transactions in financial activities;
Pursuant to the Government’s
Decree No. 118/2008/ND-CP dated November 27, 2008, defining the functions,
tasks, powers and organizational structuree of the Ministry of Finance;
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The Minister of Finance
promulgates the Circular guding e-transactions on securities market as follows:
Chapter 1
GENERAL
PROVISIONS
Article 1.
Scope of regulation
This Circular regulates the
principles and procedures for conducting e-transactions during online
securities trading activities, and for exchanging e-information relevant to
public offers of securities, to securities depository, listing, registering and
trading; to administration of securities companies, fund management companies
and securities investment companies; and to disclosure and announcement of
information and other securities market activities in accordance with the Law
on Securities No. 70/2006/QH11 dated 29/06/2006 and Law on amending and
supplementing a number of articles of Law on Securities No. 62/2010/QH12 dated
24/11/2010 (hereinafter referred to as Law on Securities).
Article 2. Subjects of
regulation
Subjects of regulation include:
The State Securities Commission (SSC), Stock Exchanges (SE), Vietnam Securities
Depository (VSD), issuing organizations, listing organizations, securities
companies, fund management companies, securities investment companies, public
companies, investors and other intermediary organizations choosing to transact
in securities activities and securities market electronically.
Article 3.
Interpretation of terms
1. E-transactions
in the securities sector means electronically
conducted transactions and electronically provided services in securities and
the securities market, including: public offers of securities, securities
depository, listing, registering and trading; administration of securities
companies, fund management companies and securities investment companies; and
disclosure and announcement of information and other securities market
activities in accordance with the Law on Securities.
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3. E-order
means a data message recording data about a trading order which a client has
placed via the online securities transaction system (of the securities company
where such client has opened a trading account) at a specific time when only
that client is able to access such system via an access affirmation and order
placing affirmation.
Article 4.
Principles for e-transactions in the securities sector
1. The
conduct of e-transactions in the securities sector must comply with the
principles on clarity, fairness, truthfulness, safety and effectiveness, and
must also comply with article 5 of the Law on E- Transactions No. 51/2005/QH11.
2. E-transaction
service providers in the securities sector must satisfy the conditions
stipulated in item I.1 of Section II of Circular 78/2008/TT-BTC on
e-transactions in financial activities.
3. E-transaction
service users in the securities sector must satisfy the conditions stipulated
in Item I.2 of Section II of Circular 78/2008/TT-BTC on e-transactions in
financial activities.
Chapter 2
ONLINE
SECURITIES TRADING ACTIVITIES
Article 5. Requirements on
service
1. Online
securities trading services means services provided by a securities company to
investors to open accounts, place orders, provide their requirements regarding
securities trading or receive transaction results via the internet or by
telephone.
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3. Securities
companies must create a website with a fixed address on the internet in order
to provide a portal for online trading services.
4. Any
investor opening an account in accordance with law on the website of a
securities company may use online trading services after registering and
conducting the necessary legal procedures.
Investors may, when conducting
online securities trading, use e-orders which satisfy the criteria stipulated
in article 5 of the Decree No. 27/2007/ND-CP on e-transactions in financial
activities.
5. Securities
companies must directly provide online securities trading services for
investors, are not permitted to authorize or hire other unauthorized
organizations to provide online services by paying the latter service fees.
6. Securities
companies must issue their own Rules on conducting online trading services in
conformity with the Law on E-Transactions, and must sign a written contract
with clients stipulating the legal liabilities of the two parties including
liability to pay compensation when happening risks.
Securities companies must set out risks relevant to investors in the form of an
Announcement of Risks” attached to contracts.
7. Securities
companies providing online securities trading services must provide trading
methods as a replacement, back-up for clients who use their services.
8. Securities
companies are responsible for regular provision to investors using online
trading service, written documents on their electronic transactions for comparative
purposes.
9. Securities
companies must not provide online trading services for transferring financial
resources or for transferring and buying and selling securities on trust or
pursuant to authorization.
10. Securities
companies must disclose relevant risks in an Announcement of Risks and provide
it on their official website and in application software provided to clients.
The Announcement of Risks must state:
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b) [There is a risk] that
identification of organizations or investors may be inaccurate, and errors may
occur regarding [protection of] confidentiality;
c) [There is a risk] that errors
may occur or inaccurate information provided about market prices and other
information about securities;
d) Any other risks which the
securities administrative bodies and the securities companies consider
necessary to announce.
11. Securities
companies providing online securities trading services business must annotate
or explain the effective date or delayed time of lists of listed securities
prices when sending them to clients. And securities companies must announce the
source of information then providing securities information to clients.
Article 6.
Requirements on information confidentiality and data storage
1. Securities
companies must store and maintain the original status quo of e-vouchers,
e-orders, electronic data and telephone order recordings of clients for at
least ten (10) years.
2. Securities
companies must preserve, in accordance with law, confidentiality of information
on entities which participate in online trading. Securities companies must not
disclose externally information relevant to monetary accounts, securities,
identification information and any other data about investors.
Article 7.
Technical requirements
1. Securities
companies must apply technical solutions to ensure that their online securities
trading services system is technically separate from their other business systems,
use confidential safety solutions to block the illegal
access the company's internal business systems through online transaction
activities.
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3. The online
trading services system must contain technical solutions ensuring safety of the
system and database back-up, and ensuring correction of faults to maintain
quality of technical features and the safety, integrity and accuracy of client
data.
4. Securities
companies must allocate professionally qualified staff to manage and supervise
the operation of their online trading services system. Securities companies
must have contingent of staff meeting IT professional requirements such as:
operating systems, databases, secret technical matters and network
administrators.
5. Online
trading services systems must have options or tools for real-time management and
blocking illegal access. The system must store in a reasonable manner, daily
diary information and check the main software file copies of the online
securities trading service system such as the network operating system,
database management system and application software management system.
6. Information
about service users and trading orders and other sensitive information must be
coded for internet transmission.
7. Securities
companies must apply reliable technical or administrative measures to accurately
identify who are online investors and to block sham clients and sham securities
companies in online securities trading.
8. Securities
companies must apply technical or administrative measures to set up limits on
purchase and sale of securities as stipulated by law for each investor using
online securities trading services.
9. The main
technical equipment for safe data transmission and identification on the online
securities trading services system must be inspected and certified as to its
level of safety by the agencies having function on IT inspection as prescribed
by law.
10. In order
to ensure safety and confidentiality security, the using of digital signatures,
digital certificates for application in online trading on internet environment
of securities companies is provided as follows:
a) Website and email system of
securities companies providing online securities trading service must be
affirmed by digital certificates;
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11. Securities
companies must require the providers of solutions and building application
software for the online securities trading system to commit in protecting
secret of source code of application software with securities companies.
Article 8.
Conditions for providing the online securities trading service
1. Securities
companies wishing to be online securities trading service providers must be
members of a Stock Exchange ("SE") and must connect with the trading
system of SE. After connecting with the trading system of SE, securities
companies must register as an online securities trading service provider with
the State Securities Commission.
2. A
securities company is not approved to provide online securities trading
services in case of being suspended operation or being stopped transactions for
termination of member status at SE, or belonging to the special control case of
SSC.
Article 9. The
file for registration as a service securities trading provider
The file for registration as a
service securities trading provider includes:
1. Request
for registration as a service securities trading provider made according to the
set form in Annex 01 of this Circular;
2. List and
curriculum vitae of experts, who will manage the online securities trading
system of the company made according to the set forms in
Annexes 02 and 03 of this Circular;
3. Standard
form contract of online securities trading service with clients including the
Announcement of Risks made according to the set forms in Annexes 04 and 05 of
this Circular;
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5. Backup
system in the event of a breakdown of the online securities trading system made
according to the set form in Annex 07 of this Circular;
6. Certificates
on testing the safety and quality of the online securities trading system
issued by agencies, organizations having function of IT testing as prescribed
by law (authenticated copy);
7. Plan on
risk management of the company in conducting online trading services made
according to the set form in Annex 08 of this Circular;
8. Technical
data on network access facilities, on network integration equipment, on
hardware and software systems and on other relevant equipment or facilities
made according to the set form in Annex 09 of this Circular;
9. Official
Dispatch of approval and minutes of checking the online trading system of SE
(authenticated copy).
Article 10.
Procedures for approving the online trading service provision
1. After
receiving the file as prescribed in Article 9 of this Circular, within five
(05) working days, the SSC shall have document to request securities companies
for supplementation or written explaination for cases of invalid dossier.
2. Within ten
(10) working days after receiving request of SSC, securities companies must
have written explaination or supplement dossier after having opinion of SSC.
After the above time limit, if securities companies fail to supplement more
dossier, the SSC shall be entitled to refuse for approval.
3. Within
thirty five (35) working days, as from fully receiving the valid dossiers, the
SSC shall isue decision on approval for online securities trading service
provision. In case of refusal, the SSC must reply in writing in which clearly stating
reason thereof.
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1. When a
securities company is approved to provide online securities trading services,
it must send the SSC and SE data and a report on how it proposes to upgrade and
change its systems such as: major upgrade of operating systems of the online
securities trading services; major repairs to its business administration
system; or operation of a technical system and online securities business
principles for any branch not yet providing online trading services. This
report must be lodged at least seven (07) working days prior to the securities
company undertaking the system upgrade or change.
2. Securities
companies approved to provide online services must send an annual report to the
SSC on activities of online securities trading services prior to 31 January of
the following year according to the set form in Annex 10 of this Circular.
3. SE shall
report SSC about provision of online securities trading services for securities
companies; report about the online trading system must be sent prior to 31
January of the following year according to the set form in Annex 11 of this
Circular.
4. The SEs shall announce on their websites: a list of securities companies
satisfying the conditions and authorized to connect to their trading system,
procedures for and regulations on the dossier of registration for being the
online trading members of the SE.
5. The SSC
shall announce on its website: a list of securities companies authorized to
provide the online securities trading services, procedures for and regulations
on the dossier of registration for providing the online securities trading
services to clients.
6. The SE and
securities companies shall send reports under form of e-reports that use of
digital certificates and digital signatures in accordance with guide of the
SSC.
Article 12.
Inspection, examination
The SSC shall implement periodical
or irregular inspection and examination over the SEs and securities companies
about implementation of online securities trading as prescribed and when
happening events influencing seriously to benefits of investors and the market
safety.
Article 13.
Withdrawal of decision on approval for providing the online securities trading
service
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a) They have registered for
withdrawing from the securities brokerage professional operation and have been
approved by the SSC.
b) They are withdrawn the
securities brokerage professional operation.
c) They are temporarily stopped
operation.
d) They are withdrawn the permit
of establishment and operation.
2. Securities
companies that are withdrawn decision on approval for providing the online
securities trading service as prescribed in clause 1 of this Article must
maintain and storage data of the online securities trading system so as to
implement obligations as prescribed by law.
3. Securities
companies that are withdrawn decision may register for providing again the
online securities trading services after they have remedied as prescribed in
clause 1 Article 13 of this Circular.
Chapter 3
EXCHANGE OF
ELECTRONIC INFORMATION
Article 14.
Provisions on exchange of electronic information
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2. Entities
registering to use information exchange services via their registered address
may send data disclosing information by their units and may receive feedback
information from securities market management bodies.
3. The
entities of register to use electronic information exchange services include:
a) Public companies and
organizations registered to make a public offering of securities.
b) Organizations and individuals
conducting securities registration and/or securities depository
c) Organizations applying for
permission to establish a securities company, fund management company or
securities investment company.
d) Other relevant organizations or
individuals.
4. Any entity
wishing to register for use of electronic information exchange service must
lodge an application for registration and complete other necessary procedures
in order to be able to use any electronic information exchange service on the
website of a market management body.
5. Market
management bodies shall issue Rules on electronic information exchange services
and in necessary cases must sign a written contract with entities registering
for use of the above service. This contract must state clearly the legal
responsibilities of the two parties and the risks which may occur to clients
when clients use the services of a provider.
6. Management
bodies must create a website on the internet in order to provide a portal for
their electronic information exchange services.
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8. Information
and data transmitted via an electronic information exchange system must satisfy
the conditions stipulated in article 4 of the Decree 27/2007/ND-CP on
e-transactions in financial activities.
9. Procedures
for registration to provide electronic information exchange services must
comply with Item V.A.2 of Section II of Circular 78/2008/TT-BTC on
e-transactions in financial activities.
Chapter 4
ORGANIZATION OF
IMPLEMENTATION
Article 15.
Effect
This Circular takes effect on
August 15, 2013 and replaces the Circular No. 50/2009/TT-BTC dated 16/03/2009,
on guiding e-transactions on securities market.
Article 16.
Organization of implementation
1. Securities
companies that are approved to provide the online securities trading service in
time of 06 months after this Circular takes effect must complete requirements
on digital certificate for their websites and the email system of securities
companies as prescribed in point a clause 10 Article 7 of this Circular.
2. The SSC
shall issue regulations guiding on use of digiral certificates, digital
signatures in securities sector. SE, SDC shall issue the guiding regulations,
professional rules and supervise the compliance of online trading activities by
members after the SSC approved.
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3. The Minister
of Finance shall decide on amendments and supplementations to this Circular.
FOR THE
MINISTER OF FINANCE
DEPUTY MINISTER
Tran Xuan Ha