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THE
MINISTRY OF FINANCE
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
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No.
43/2010/TT-BTC
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Hanoi,
March 25, 2010
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CIRCULAR
AMENDING
AND SUPPLEMENTING THE REGULATION ON SECURITIES REGISTRATION, DEPOSIT, CLEARING
AND SETTLEMENT PROMULGATED TOGETHER WITH THE MINISTER OF FINANCE'S DECISION NO.
87/2007/QD-BTC OF OCTOBER 22, 2007
Pursuant to Law No.
70/20Q6/QH11 on Securities, which was passed by the National Assembly on June
29. 2006;
Pursuant to the Government's Decree No. 14/ 2007/ND-CP of January 19, 2007.
detailing 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;
The Ministry of Finance amends and supplements a number of articles of the
Regulation on securities registration, deposit, clearing and settlement
promulgated together with the Minister of Finances Decision No. 87720077QD-BTC
of October 22, 2007 (below referred to as Decision No. 87/2007/QD-BTC), as
follows:
Article 1. To rename the
Securities Depository Center (abbreviated to SDC) the Vietnam Securities
Depositary (VSD).
Article 2. To amend Point
d of. and add Point e to. Clause 1. Article 7. Chapter III of Decision No.
87/2007/QD-BTC as follows:
"d/ Its professional
processes of securities registration, deposit, clearing and settlement satisfy
requirements of the VSD.
e/ Its system is capable of
connecting to the VSD's portal and its software for management of securities
registration, deposit, clearing and settlement satisfies requirements of the
VSD."
Article 3. To amend and
supplement Clause 8. Article 12. Chapter III of Decision No. 87/ 2007/QD-BTC as
follows:
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Article 4. To amend and
supplement Clause 1. Article 18, Chapter IV of Decision No. 87/ 2007/QD-BTC as
follows:
“ 1. Transfer of ownership of
securities listed or registered for trading must be made on the following
principles:
a/ Securities owners who wish to
transfer securities ownership shall deposit their securities in the VSD through
depository members in order to sell securities through the Stock Exchanges or
transfer the ownership under Clause b of this Article (except cases of
ownership transfer through inheritance or redemption by issuing organizations
of stocks of their cadres and employees upon termination of their labor
contracts).
b/ The VSD may transfer the
ownership of securities outside the securities trading system through
transactions which are not of purchase and sale nature or cannot be conducted
through the trading system of the Stock Exchanges in the following cases:
- Donation or inheritance of
securities under the civil law.
- Odd-lot securities
transactions under the law on securities and securities market.
- Redemption of preferred stocks
by issuing organizations or trade union organizations therein from their cadres
and employees upon termination of their labor contracts for use as treasury
stocks or bonus stocks for other cadres and employees.
- Use of treasury stocks by
issuing organizations as bonuses or distribution of bonus stocks by trade union
organizations in issuing organizations to their cadres and employees.
- Transactions conducted by
founding shareholders during the period of restricted transfer.
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- Transactions in securities
already registered with the VSD and approved in principle by the Stock Exchanges
but not yet approved for official listing.
- Transfer of ownership of
securities as entrusted by investors to fund management companies in case the
latter undertake to manage investment portfolios entrusted in assets.
- Transfer of ownership of
entrusted securities by fund management companies to entrusting investors or
other fund management companies in case of termination of investment portfolio
management contracts or their dissolution or bankruptcy in which entrusted
assets must be returned to investors or asset portfolios must be transferred to
other fund management companies for management.
- Cases of ownership transfer
under court rulings.
- Division, splitting up.
merger, consolidation, contribution of stocks as capital to establish
enterprises or redefinition of the corporate finance management mechanism under
the civil law, the Enterprise Law and the Securities Law.
- Other cases of ownership
transfer not of sale and purchase nature which must be approved by the State
Securities Commission."
Article 5. To amend and
supplement Clause 1, Article 21. Chapter V of Decision No. 87/2007/ QD-BTC as
follows:
"1. The depositing of
clients" securities at the VSD must be made on the principle that clients
shall deposit their securities at depository members and depository members
shall redeposit their clients' securities at the VSD."
Article 6. To amend and
supplement Clauses 3 and 5, Article 24, Chapter V of Decision No.
87/2007/QD-BTC as follows:
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5. When detecting any error in
information on a member's or a member's client's securities depository account,
the VSD shall promptly notify it to the member who shall make appropriate adjustment."
Article 7. To add Point f
to Clause 1. Article 26, Chapter V of Decision No. 87/2007/QD-BTC as follows:
"f. The depository member
shall update on a daily basis information on the opening or closure of
depository accounts of investors at it to the VSD and compare information on
the balance of each client's depository account against such client's
securities ownership data at the VSD on the basis of clients' securities
ownership data supplied by the VSD to depository members. The order and procedures
for updating account information and balance comparison comply with regulations
of the VSD."
Article 8. To amend
Clause 3, Article 27, Chapter V of Decision No. 87/2007/QD-BTC as follows:
"3. The State Securities
Commission shall specifically guide the time limit for post-trading securities
sale after obtaining approval of the Ministry of Finance."
Article 9. To add Clauses
3 and 4 to Article 28, Chapter V of Decision No. 87/2007/QD-BTC as follows:
"3. The VSD shall satisfy
requests for securities depositing concurrently with securities registration
for investors upon receiving these requests from issuing organizations that
represent their shareholders. The VSD shall prescribe dossiers and procedures
for securities depositing in this case.
4. In case issuing organizations
manage securities by making book entries on accounts and do not issue
certificates, the securities depositing by investors must comply with the VSD's
guidance."
Article 10. To annul
Points a. f. g and h and to amend and supplement Points i and j. Clause 1.
Article 30 of Chapter V of Decision No. 87/ 2007/QD-BTC as follows:
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j/ Cases of ownership transfer
specified at Point b. Clause 1, Article 4 of this Circular."
Article 11. To annul
Clause 4. and amend and supplement Clause 3. Article 32. Chapter VI of Decision
No. 87/2007/QD-BTC as follows:
"3. For transactions of
selling and purchasing securities listed or registered for trading, the VSD
shall make settlement based on trading results supplied by the Stock
Exchanges."
Article 12. To amend and
supplement Clauses 1 and 2. Article 40. Chapter VI of Decision No.
87/2007/QD-BTC as follows:
"1. The VSD may cancel the
settlement of transactions in the following cases:
A member becomes unable to
settle transactions and cannot remedy its inability after having applied as
measures as prescribed.
A member or a member's client
sells short securities without guidance of the Ministry of Finance.
- Information on a concerned
client's transaction account is not updated under the VSD's regulations at the
time of settlement of a securities transaction.
2. Depository members
transactions of which settlement is cancelled shall take full responsibility
for losses caused to their clients and related members due to cancelled
settlement. Compensa-tion for a loss shall be agreed upon by the involved
parties but must not exceed 10% of the value of the transaction of which
settlement is cancelled.
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"2. For transactions of
unlisted public companies, when finding out that the account of a member has
insufficient money or the account of a member's client has insufficient
securities for settlement or information on the transaction account of a
concerned client is not updated under the VSD's regulations at the time of
settlement of these securities transactions, the VSD shall handle these
transactions under its regulation on professional guidance."
Article 14. To amend
Clause 2 and supplement Clauses 7 and 8. Article 42, Chapter VII of Decision
No. 87/2007/QD-BTC as follows:
"2. Its paid-in charter
capital is over VND 5 trillion.
7. At least 10 members of the
VSD commit to registering the opening of accounts for securities transaction
settlement after it is approved to act as a payment bank and it may not reject
requests of VSD members for use of its services.
8. Its system is capable of
storing data and information on transaction settlement for at least one year
and supplying those data and information immediately to the State Securities
Commission or the VSD within one day after receiving requests."
Article 15. Effect
1. This Circular takes effect 45
days from the date of its signing. In case VSD depository members still fail to
satisfy the conditions specified in Article 2 of this Circular, they shall
completely upgrade their systems and modify their professional processes within
3 months after this Circular takes effect.
2. Any problems arising in the
course of implementation should be promptly reported to the Ministry of Finance
for consideration and settlement.-
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FOR
THE MINISTER OF FINANCE
DEPUTY MINISTER
Tran Xuan Ha