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CIRCULAR

PROVIDING GUIDANCE ON REGISTRATION, DEPOSITORY, OFFSETTING AND SETTLEMENT OF SECURITIES

Pursuant to the Law on Securities dated June 29, 2006;

Pursuant to the Law on amending and supplementing a number of articles of the Law on Securities dated November 24, 2010;

Pursuant to the Law on Enterprise dated November 29, 2005;

Pursuant to the Government's Decree No. 58/2012/NĐ-CP dated July 20th 2010, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on amending and supplementing a number of articles of the Law on Securities

Pursuant to the Government's Decree No. 215/2013/NĐ-CP dated December 23, 2013 defining the functions, tasks, entitlements and organizational structure of the Ministry of Finance;

At the request of the Chairman of the State Securities Commission

The Minister of Finance promulgates the circular providing guidance on registration, depository, offsetting and settlement of securities

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and regulated entities

1. This Circular defines the registration, depository, offsetting and settlement of securities on the securities market in Vietnam.

2. Regulated entities of this Circular shall include: the Vietnam Securities Depository (hereinafter referred to as VSD), depository members, organizations directly opening accounts, the issuers, payment banks and customers of registration, depository and settlement of securities.

Article 2. Term interpretation

In this Circular, these terms shall be construed as follows:

1. Certificate securities are securities issued under the form of physical certificates. Information about the legal ownership of securities owners shall be recorded on securities certificates.

2. Book-entry securities are securities issued under the form of book entries or electronic data. Information about the legal ownership of book-entry securities owners shall be recorded on the register of such owners.

3. Securities owner registers( or securities registers) are books recorded the information on securities owners made by the issuer when securities application is submitted at VSD and books made by VSD when managing the registered securities.

4. Securities owners are those whose names are listed on the securities owner register at VSD

5. Securities ownership certification books/Certificates are documents granted to owners of book-entry securities to record the information on securities ownership by the issuer or organizations authorized by the issuer at a certain time.

6. The final registration date is the date VSD make lists entitled securities owners in accordance with the provisions of law.

7. Depository members are securities companies, commercial banks operating in Vietnam granted the Certificate of securities deposit registration by the State Securities Commission ( hereafter referred to as SSC) and approved to be the depository member by VSD.

8. Organizations directly opening accounts are organizations opening depository account directly at VSD and use services of depository, settlement and offsetting of VSD on the basis of service provision contracts with VSD.

9. Multilateral offsetting means a mode of offsetting securities transactions matched on the same day among transaction parties on a certain type of securities from which net payment of each party shall be resulted.

10. Net payment is the sum of money or securities which settlement parties are obliged to make real payment on the basis of the results of multilateral offsetting.

11. Direct payments through VSD means payment methods of money and securities made directly among the parties participating in transaction through VSD.

12. Securities deposit means keeping securities focusedly at VSD for transaction.

13. Valuable papers are types of valuable papers as prescribed in law on banks used in monetary market operations between the State bank and depository customers

14. Payment banks are commercial banks chosen by SSC for settlement of transactions in the Stock Exchange and for other settlement

15. Satisfactory applications are ones with full documents and declaration content as prescribed

Chapter II

REGISTRATION OF SECURITIES DEPOSITORY

Article 3. Conditions for registration of securities depository

Conditions for registration of securities depository shall be carried out under the provisions of Article 48 of the Securities Law.

Article 4. Application for securities depository and branches of securities depository
1. Application for securities depository of securities companies, commercial banks shall include:

a) A securities depository registration form ( Appendix I enclosed herewith this Circular);

b) A copy of establishment and operation License;

c) A written description of facilities serving securities deposit ( Appendix II enclosed herewith this Circular);

d) A financial statement audited in the most recent year, except for newly established securities companies or commercial banks.

2. After SSC grants the Certificate of securities deposit registration, the securities company or commercial bank shall register the securities depository for one (01) or some of its branches . Application for securities depository of branches of securities companies or commercial banks shall include:
a) A copy of the Certificate of securities deposit registration granted by SSC to securities companies or commercial banks;

b) A written registration of securities depository ( Appendix III enclosed herewith this Circular);

c) A written description of facilities serving securities deposit at branches ( Appendix II enclosed herewith this Circular);

d) A power of attorney of securities depository branches( Appendix IV enclosed herewith this Circular);

Article 5. Procedures for registration and commencement of securities depository

1. The application prescribed in Article 4 of this Circular shall be made in one (01) original set and submitted directly or sent by post to SSC.

2. Within fifteen (15) days from the date of receipt of a satisfactory application, SSC shall grant the Certificate of securities deposit registration to securities companies, commercial banks . If the application is rejected, SSC must make a reply in writing and clearly state the reason

3. Within ten (10) days from the date of receipt of a satisfactory application, SSC shall grant the approval decision to the branches of securities companies or commercial banks for securities depository. If the application is rejected, SSC must make a reply in writing and clearly state the reason

4. Within twelve (12) months from the date of being granted the Certificate of securities deposit registration, securities companies, commercial banks must carry out the procedures for registration of depository member at VSD and commence their operations

Within three (03) months after its branch is granted the Certificate of securities deposit registration, the securities company or commercial bank must carry out the procedures for registration of securities depository branches to VDS

Article 6. Suspension and revocation of Certificate of securities deposit registration, termination of securities depository of branches of securities companies or commercial banks

1. SSC shall suspend and revoke the Certificate of securities deposit registration of securities companies or commercial banks as defined in Article 51 of the Securities Law

2. The SSC shall terminate the securities depository of branches of securities companies or commercial banks in the following cases :

a) The Certificate of securities deposit registration granted by SSC of securities companies or commercial banks is revoked;

b) securities companies or commercial banks do not register the securities depository branches at VSD as prescribed in clause 5, article 5 of this Circular;

c) The securities company or commercial bank voluntarily terminates the securities depository in its branches ;

d) The Certificate of securities deposit registration granted by SSC of the branches is revoked;

dd) The branch terminates its operation

3. The securities company or commercial bank shall bear full responsibility to customers, investors if its branch's securities depository is terminated;

Chapter III

DEPOSITORY MEMBERS AND ORGANIZATIONS OPENING ACCOUNTS DIRECTLY AT VSD.

Article 7. Registration of depository member of VSD

1. A securities company or commercial bank registering depository member of VSD must:

a) Have a securities depository licence granted by SSC;

 b) Have at least one (01) member of the Board of Directors assigned the charge of registration, depository, offsetting and settlement;

c) Have employees in depository operation department completing professional courses of VSD;

d) Have process of registration, depository, offsetting and settlement of securities in accordance with applicable laws and regulations on operations of the VSD ;

dd) Have an operation software system serving registration, depository, offsetting and settlement of securities which has the ability to connect with electronic communication port or online communication port of VSD and management software of registration, depository, offsetting and settlement of securities in accordance with applicable laws and operation regulations of the VSD;

2. A depository member shall be entitled to register for securities depository service provision for its branch. Conditions of registration shall include:

a) The conditions specified in clauses b, c, d and dd, Clause 1 of this Article;

b) An approval decision of its branch’s securities depository granted to such branch by SSC.

3. VSD shall guide the procedures for registration and granting the depository member certificate, depository operation branch certificate

Article 8. Rights and obligations of depository members

1. Comply with the rights and obligations prescribed in clauses 2 and 3 of Article 47 of the Securities Law.

2. Exercise other rights and fulfill other obligations as prescribed in laws and regulations of the VSD ;

Article 9. Handling of violations of VSD for depository members

1. VSD shall be entitled to apply following actions against violations of a depository member who does not comply with the provisions on guiding the operations of VSD:

a) Written reminder;

b) Reprimand;

c) Suspension of operation of the depository member ;

d) Revocation of the depository member certificate, depository operation branch certificate

2. The VSD shall specify the violations, procedures for handling of violations of depository members

Article 10. Suspension of operation of depository members ;

1. Suspension of operation of the depository member shall include :

a) Suspension of securities depository;

a) Suspension of offsetting and settlement of securities.

2. VSD shall decide to suspend the operation of depository members after being approved by SSC in the following cases:

a) Obligations defined by VSD are regularly breached;

b) Omissions causing serious damage to customers happen

3. The time when a depository member is suspended its operation shall be a maximum of ninety (90) days after the suspension decision is issued.

Article 11. Revocation of depository member certificates

1. VSD shall revoke the depository member certificate in the following cases:

a) The Certificate of securities deposit registration is revoked as prescribed in clause 2, article 51 of the Securities Law;

b) Securities brokerage operation is suspended by SSC

c) Conditions for registration of securities depository are not maintained as defined in Article 48 of the Securities Law.

d) VSD’s provisions on depository members are violated seriously.

2. Principles for revocation the depository member certificate:

a) Within one (01) working day after receiving the documents relating to the revocation of the depository member certificate, VSD shall stop providing services of registration , depository, offsetting and settlement of securities for depository members, except for offsetting and settlement of securities to complete transactions made in the Stock Exchange, transfer to finalize customers’ accounts, transfer to redeem mortgaged securities, exercise rights of securities owners and adjust investor’s information;

b) Transferring to finalize customer’s accounts shall comply with the requirements of customers, if the customer has no requirements, the transfer shall comply with the written agreement or contract to transfer accounts between depository members revoked the depository member Certificate and other depository members;

c) VSD shall issue a revocation decision of the depository member certificate after depository members complete transferring the final settlement of customer accounts, proprietary trading account (if any) and fulfill all obligations with VSD.

3. VSD shall provide guidance on procedures for revocation of depository member certificates.

Article 12. Revocation of depository operation branch certification

1. VSD shall revoke the depository operation branch certificate in the following cases:

a) A depository member voluntarily terminates depository operations of its branch;

b) A depository member terminates its branch's operation at the request of competent State agencies.

2. Depository members shall undertake all the obligations of the branch revoked its depository operation branch certificate to VSD, customers and other related units.

Article 13. Organizations opening accounts directly at VSD.

1. The following organizations may open accounts directly at VSD

a) State Capital Investment Corporations

b) Institutions of credit and insurance participating in the bonds market held by the Stock Exchange;

c) Other entities prescribed by the VSD after being approved by SSC.

2. Organizations opening an account directly specified in clause 1 of this Article shall open an account to deposit securities owned by themselves and may use the services of registration, depository, offsetting and settlement of securities of VSD ;  

3. VSD shall provide services for organizations opening accounts directly on the basis of the contract signed between two parties. The contract shall include the following contents:

a) The scope of services provided;

b) Rights and obligations of VSD or organizations opening the accounts directly

c) Settlement of disputes;

d) Termination of the contract;

dd) Fee of services provided.

4. VSD shall issue the contract form of provision services between the VSD and organizations opening accounts directly.

Article 14. Opening accounts in special circumstances

1. The following special organizations may open accounts directly at VSD

a) The State bank

b) The State Treasuries

c) The securities depository center of other countries

2. The State bank shall open an account to deposit valuable papers owned by the State Bank and its depository customers in order to serve the monetary market operations.

3. The State Treasuries shall open an account to deposit Government bonds owned by the State Treasuries to serve operations relating to the State Treasuries

4. The securities depository center of other countries may open an account to provide services relating to the registration, depository, offsetting and settlement of securities based on the written agreement with VSD after being approved by SSC.

Chapter IV

SECURITIES REGISTRATION

Article 15. Securities registration at VSD

1. Type of securities and registration forms at VSD :

a) The following types of securities must register at VSD:

- Government bonds, bonds guaranteed by the Government, municipal bonds, treasury bills and other types of bonds listed in the Stock Exchange;

- Stocks, investment fund certificates listed in the Stock Exchange;

- Securities of public companies and securities registered at VSD according to the law;

- The other types of securities registered at VSD on the basis of the agreement between VSD and issuers.

b) Securities registered at VSD in the registration form of book entries.

2. Public companies must register securities at VSD when registering to be a public company with SSC under the provisions of the securities laws on public company registration.

3. The issuer shall register the following information on securities with VSD:

a) Information on the securities issuer;

b) Information on securities issued;

c) Information on the list of securities owners , types of securities and the amount of securities owned.

4. Issuers shall carry out procedures for securities registration directly with VSD or through securities companies.

5. VSD shall guide the procedures for securities registration at VSD.

Article 16. Granting ticker symbol

1. The domestic ticker symbol for registered securities shall be granted by VSD for unified use upon listing or trading registration in the Stock Exchange.

2. VSD shall be the official organization to grant the international securities identification number code ( ISIN code) for securities issued in Vietnam.

3. VSD shall provide guidance on principles and procedures of granting the domestic ticker symbol and international securities identification number code.

Article 17. Information management of registered securities

1. Issuers must be fully responsible for the accuracy, completeness or timeliness of the information on securities registered with VSD.

2. VSD shall focusedly manage all information which the issuer has registered under the provisions of clause 3 of Article 15 of this Circular. All changes related to the information on registered securities shall be made in accordance with the regulations on information management of VSD.

3. VSD shall provide guidance on information management, processes and procedures for the adjustment of information on securities registered at VSD.

Article 18. Service provision contracts between issuers and VSD

1. Contract of service provision between issuers and VSD shall include the following contents:

a) Services which VSD is authorized to provide by issuers:

- Management of information on securities registered at VSD as defined in clause 3 of Article 15 of this Circular;

- Confirmation of the transfer of securities ownership to securities owners ;

- Calculation and allocation of rights to securities owners .

b) Rights and obligations of VSD and issuers;

c) Settlement of disputes;

d) Termination of the contract;

dd) Fee of services provided.

2. VSD shall issue the contract form of service provision between VSD and issuers.

Article 19. Transfer of securities ownership

1. The securities of public companies registered with VSD but unlisted or registered for trading in the Stock Exchange shall be transferred the ownership through the VSD under the provisions of the Securities Law.

2. The transfer of ownership of securities listed and registered for trading on the Stock Exchange shall comply with the following principles:

a) Transfer the securities ownership through transactions conducted through the trading system of the Stock Exchange;

b) Transfer the securities ownership outside the securities trading system for non-trading transactions or transactions which cannot be carried out through the trading system of the Stock Exchange in the following cases:

- Donation, gift or inheritance of securities are under the provisions of the Civil Code;

- Transaction of odd-lot securities is in accordance with the law on securities and securities market;

- Issuers repurchase preferred stocks or revoke stocks (not incurred cash acquired) of staff and employees upon termination of the labor contract as treasury stocks, bonus shares to staff, employees;

- The Trade Union of issuers repurchases preferred stocks or revokes stocks (not incurred cash acquired) of staff and employees upon termination of the labor contract as treasury stocks, bonus shares to staff, employees;

- The issuers repurchase the stocks of shareholders voting against the decision on the reorganization of the company or changes of the rights and obligations of shareholders stipulated in the company’s charter

- Issuers use treasury stocks, revoked stocks, the Trade Union of issuers uses its stocks from sources as distribution, repurchase, revocation to distribute or award staff and employees;

- Transactions of founding shareholders during the transfer restriction time are in accordance with the provisions of law;

- Issuers change strategic shareholders during transfer restriction time;

- The entrusting investor transfers his/ her securities ownership to fund management companies if fund management companies agree to manage the investment portfolio entrusted by properties; or fund management companies transfer the entrusted securities ownership to the entrusting investor or other fund management companies in the case of termination of investment portfolio management contracts; or fund management companies dissolve, bankrupt, repay the entrusting investor properties or transfer the property portfolio to another fund management company for management.

- Transfer the ownership is in accordance with the judgments and decisions of the court, the judgment of the referee or decision of enforcement agencies;

- Division, acquisition, consolidation and capital contribution by enterprise establishment stocks is under the provisions of the Civil Code, the Law on Enterprises and the Law on Securities.

- Public offers are in accordance with the law;

- Auction of state capital part is in accordance with the law;

- Structure securities ownership, fund certificates are transferred in swap transactions to portfolio swap fund;

- Ownership and valuable papers are transferred in monetary market at the request of the State Bank;

- Transferring the ownership in the securities borrowing and lending in accordance with the provisions of Article 47 of this Circular includes the transfer of securities ownership from the lender to the borrower, and vice versa, or the transfer of collateral ownership being securities from the securities borrower to the securities lender in case the borrower loses the ability to repay the loan;

- Ownership is transferred due to handling of collateral being securities in the pledge, mortgage, escrow. The transfer of ownership related to foreign investors is carried out only after consulting the competent State agencies;

- Other transfer forms of ownership are carried out after consulting SSC

3. Securities owners must deposit securities before transferring the ownership as specified in clauses 1 and 2 of this Article.

VSD shall provide guidance on the procedures for transfer of securities ownership registered outside the trading system as stipulated in Point b, Clause 2 of this Article.

Article 20. Cancellation of securities registration

1. Cancellation of registration for securities at VSD shall be applied in the following cases:

a) Bonds, bills are in maturity date;

b) Bonds are repurchased by the issuers before the maturity date;

c) Issuers dissolve, bankrupt, divide, split, merge or reduce their capital;

d) Issuers swap their shares and bonds;

dd) Investment fund certificates are delisted in the Stock Exchange;

e) Portfolio swap fund is dissolved;

g) Securities of public companies are registered at VSD but no longer qualified as a public company and asked to cancel the registration;

h) Securities registration of issuers is voluntarily cancelled under agreement with VSD.

2. VSD shall guide the procedures for cancellation of securities registration .

Article 21. Exercise of rights of securities owners

1. On the basis of the documents below, VSD shall make a list of the securities owners on the last registration day, calculate and allocate rights that securities owners may have under the provisions of law:

a) A written notice of the issuer or organizations, individuals having competence in convening the Shareholder general assembly meeting in accordance with the provisions of the Law on Enterprises;

b)The authorization of the issuer.

2. Only people named on the list of securities owners made by VSD on the last registration day may have the arising rights in relation to the securities that they own.

3. Issuers, organizations, and individuals having competence in convening Shareholder general assembly meeting in accordance with the provisions of the Law on Enterprises may only use the list of securities owners provided by VSD for the purposes stated in the written notice prescribed in clause 1 of this Article and shall bear full responsibility if using such list improperly or disclosing confidential information.

4. Deposited securities owners shall have rights, benefits distributed through VSD and the depository members at the place such owners open depository account. Undeposited securities owners shall have rights or benefits allocated directly by the issuers or organizations authorized by the issuers

5. VSD, depository member shall be responsible for exercising rights for owners of securities registered or deposited at VSD, be responsible for the damage caused to the securities owners due to non-compliance with the provisions on the exercise of rights of this Circular or regulations on the registration, depository, offsetting and settlement of VSD within their responsibilities.

6. Making and providing lists as well as organizing the exercise of securities owners shall be carried out on the basis of the authorization of the issuer or operation regulations of VSD.

Article 22. Rights and obligations of issuers having registered securities

1. Comply with the provisions of the laws and regulations on securities registration, exercise the rights of registered securities owners and other related operation regulations of VSD.

2. Sign the service provision contracts with VSD as prescribed in Article 18 of this Circular.

3. Provide timely and accurately information or necessary materials for VSD to register securities and exercise the right as prescribed or at the request in writing of VSD accordance, be fully responsible for the information content provided to VSD.

4. Be responsible for any damage caused to VSD and securities owners if failing to comply with the law and regulations of the VSD, except for force majeure

5. Pay service fees provided by VSD as prescribed by the Ministry of Finance.

6. Be provided services of registration, exercise of rights and other services by VSD as agreed between the parties in accordance with the provisions of this Circular and other provisions of law.

7. Be eligible to request VSD for provision of information of securities owners and registered securities under the agreement between two parties and in accordance with the provisions of this Circular and other provisions of law.

8. Exercise other rights and fulfill other obligations as prescribed in laws and regulations of the VSD.

Chapter V

SECURITIES DEPOSITORY

Article 23. Principles of securities depository

1. The securities depository of customers at VSD shall comply with the following principles: customers shall deposit securities in depository members and deposit members shall re-deposit securities at VSD.

2. The depository member shall deposit securities of clients as authorized person by customers to carry out registration, depository, offsetting and settlement of securities. For securities depository, the customer must sign a contract to open a securities depository account with depository members.

3. VSD shall re-deposit securities from depository member or organizations opening directly accounts . To re-deposit securities, depository members and organizations opening directly accounts must open a securities depository account in their names .

Article 24. Opening of securities depository account

1. Depository members must open a securities depository account at VSD to carry out transactions with deposited securities at VSD. Each member may only open one (01) securities depository account at VSD and must not open depository account in other depository members, except for the following cases:

a) Depository members open an account in fund founding members to carry out swap transactions with portfolio swap fund;

b) Securities members are securities companies revoked securities brokerage operations, proprietary trading operations, are no longer members in the Stock Exchange who may open depository accounts at other depository members to handle the remaining securities on proprietary trading account.

2. Organizations opening accounts directly shall be allowed to open depository account at VSD according to the service provision contract with VSD.

3. With regard to investors:

a) At each depository member, investors may only open one (01) securities depository account;

b) Investors are foreign organizations and individuals opening depository accounts at depository members after registering securities transaction codes under the provisions of relevant law .

4. Each investment fund may only open one (01) depository account at one (01) depository bank, supervisory banks under the relevant law provisions .

5. The fund management company must open a securities depository account separately for each company and securities investment fund managed by the company. In case of investment portfolio management, at each depository bank, the fund management company may open two (02) depository accounts in the name of the fund management company and entrust one (01) depository account to the domestic entrusting customer and one (01) depository account to the foreign entrusting investor on behalf of the investor.

6. Foreign investment funds, foreign investment organizations shall be managed by many fund management companies and may open many depository accounts on the principle if each securities transaction code is granted, one (01) depository account shall be opened at the depository bank.

7. Foreign investors being foreign securities companies established under foreign law may open two (02) depository accounts separately at depository members to manage the securities owned by the company and its customers.

8. The insurance company with 100% foreign capital must open two (02) securities depository accounts in one (01) depository member to separately manage the investments from equity capital and from insurance cost when investing in the securities market .

9. VSD shall guide the procedures for opening the securities depository account at VSD.

Article 25. Depository account at VSD

1. Securities depository account of depository members and organizations opening directly accounts shall include:

a) Trading securities account;

a) Securities account suspended from trading ;

c) Mortgaged securities account;

a) Blocked, impounded securities account;

dd) Securities accounts pending payment;

e) Waiting securities accounts;

e) Securities accounts pending lending;

h) Deposited securities accounts for loan guarantee;

a) Securities account pending transactions;

k) Securities accounts rectifying transactions errors;

l) Other accounts in accordance with the law;

2. The securities depository account of depository members referred to in clause 1 of this Article shall be classified as follows:

a) Account of depository members;

b) Account for domestic customers of depository members;

c) Account for foreign customers of depository members;

3. The depository account of depository members and organizations opening directly accounts shall include:

a) Number of securities depository accounts;

b) Name and address of depository members;

c) Quantity, type and code of depository securities ;

d) Increase and decrease number of securities and its reasons ;

dd) Other necessary information.

Article 26. Management of securities depository account at VSD

1. VSD shall manage securities depository account under the following principles:

a) Deposited securities at VSD shall be the property owned by the customer and managed separately from the property of VSD;

b) VSD must not use securities of customers for benefits of VSD or the third party, unless otherwise prescribed by law .

2. VSD shall only account on securities depository accounts with the fully accounted, valid and original documents.

3. The total balance on customers’ securities depository account opened in depository member must always match the balance of securities depository accounts of depository members opened at VSD. The detail balance on securities depository accounts of each customer in depository member must match the data owned by such customers at VSD.

4. If there are any changes or errors in the information of securities depository accounts or depository members, organizations opening accounts directly shall be responsible for reporting and adjusting immediately to VSD. Procedures for adjusting information on securities depository accounts shall be under the guidance of VSD.

5. If detecting errors in the information on the securities depository accounts of depository members, organizations opening accounts directly or customers of depository member or VSD must immediately notify depository members and organizations opening accounts directly and such organizations shall adjust the errors

Article 27. Securities depository accounts of customers in depository members

1. Securities depository accounts of customers opened in depository member shall include :

a) Trading securities account;

a) Securities account suspended from trading ;

c) Mortgaged securities account;

a) Blocked, impounded securities account;

dd) Securities accounts pending payment;

e) Waiting securities account

e) Securities accounts pending lending;

h) Deposited securities accounts for loan guarantee;

a) Securities account pending transactions;

k) Securities accounts rectifying transactions errors;

l) Other accounts in accordance with the law;

2. Securities depository accounts of customers opened in depository member shall include :

a) Number of securities depository accounts;

b) The name and contact address of customers being account owners;

c) ID number and Date of issue for individual customers ( if being Vietnamese, number of Certificate of Business registration or establishment license and Date of issue for customers being domestic organizations, securities transaction codes and Date of issue for foreign customers;

c) Quantity, type and code of depository securities;

dd) Increase and decrease number of securities and its reasons ;

e) Other necessary information.

3. With regard to the investment portfolio management of the fund management company, the depository account at a depository bank must have full information about entrusting customers as prescribed at Points b, c, d, dd and e, Clause 2 of this Article.

Article 28. Management of securities depository account in depository members

1. Depository member must manage securities depository accounts of customers on the following principles:

a) Depository members shall open a detailed securities depository account for each customer and separately manage property for each customer;

 b) Deposited securities of customer in depository members shall be properties owned by customers and be managed separately from the properties of the depository members;

c) Depository members must not use securities in the securities depository account of customers for benefits of the third party or depository members except where depository members are securities companies handling securities in customers' accounts in margin trading in accordance with the provisions of law;

d) Depository members shall timely and fully notify arising interests related to the deposited securities for the customer;

dd)The depository member shall keep security of information relating to the securities ownership of the customer;

e) Depository members shall be responsible for daily updating the information on opening and closing customers’ depository accounts of customers in a day in depository member for VSD and comparing information on depository account balance of each customer with figures on securities ownership of customers at VSD on the basis of data on securities ownership of customers that VSD provides for depository members. Procedures for updating account information and comparing balance shall comply with the provisions of VSD.

2. At the request of the customers, the depository member must send each customer a securities depository account statement after one (01) working day from the date of the request.

3. The customer is obliged to immediately notify the depository members when there is any change or error in the information of customer’s securities depository accounts in depository members.

Article 29. Effect of securities depository

1. The securities depository at VSD with effect from the time when VSD accounts on the related securities depository account of depository members or organizations opening directly accounts at VSD.

2. The accounting or transferring of securities by book entries among the securities depository accounts of depository members or organizations opening the account directly or depository customers at VSD shall take legal effect as the transfer of the material securities and be legally recognized.

Article 30. Securities Depository

1. The securities depository of customers at VSD (except for the depository of Government bonds, bonds guaranteed by the Government, municipal bonds, treasury bills) shall comply with the following principles :

a) Customers shall deposit securities into VSD through the depository members where they open accounts;

b) Depository members shall have carry out procedures for receiving depository securities of customers and re-deposit into VSD within one (01) working day from the date of receipt of a valid application of the customer;

c) VSD shall be responsible for handling the securities depository application within one (01) working day after receipt of a valid application of depository members ;

d) VSD shall guide the procedures for depositing securities of depository members at VSD.

2. Depository members, organizations opening accounts directly, customers depositing invalid securities, forged securities, stolen securities or securities with insufficient information shall be fully responsible for depositing such securities and compensating for the damage caused by such depository securities to involved parties.

3. VSD shall request to deposit securities for investors and securities registration upon request from issuers that represent their shareholders. VSD shall guide the procedures for depositing securities in this case.

4. VSD shall account to the securities depository account of depository members, organizations opening the account directly or customers of depository members involved in the case of depositing government bonds, bonds guaranteed by the Government, municipal bonds, treasury bills and stocks, fund certificates additionally registered from the securities deposited at VSD. VSD shall guide the procedures for depositing securities in the cases.

5. If the issuers manage securities in the form of book-entry on account and do not issue the certificate, the depository of securities by investors shall be done under the guidance of the VSD.

Article 31. Securities withdrawal

1. Securities withdrawal at request:

a) The customer may only be required to withdraw the securities within the amount of securities owned on the depository account, except for the impounded or blocked securities ;

b) Depository members must submit the securities withdrawal application to VSD within one (01) working day after receipt of a valid application of customers;

c) VSD shall be responsible for handling the securities withdrawal application within one (01) working day after receipt of a satisfactory application of depository members ;

d) Information on securities ownership of investors withdrawing the deposited securities shall be recorded in the list of undeposited securities owners;

dd) The issuers shall be responsible for re- granting certificates / certification book of securities ownership to securities owners .

2. The withdrawal of expired securities, securities withdrawal due to volunteer registration cancellation shall comply with the principles of accounting automatically of VSD on decrease of the amount of depository securities on a securities depository account of the member involved after the issuers complete cancelling the securities registration at VSD.

3. VSD shall guide the procedures for securities withdrawal at VSD.

Article 32. Transfer of securities

1. The transfer to make payment of the purchase and sale through the trading system of the Stock Exchange shall comply with the provisions of the offsetting and settlement of securities transactions in Chapter VI of this Circular.

2. VSD may transfer deposited securities not through the centralized trading system of the Stock Exchange in case:

a) Customers finalize depository accounts from a depository member to depository account of another depository member;

b) Securities are transferred from depository accounts of the customer from a depository member to the depository account of such customer in another depository member ;

c) Transfer serves transactions on valuable papers in monetary market;

d) securities are transferred due to transfer investment portfolio between depository accounts at the request of foreign investors;

dd) Securities are transferred due to changes in information on securities types, adjustment the errors owned securities number;

e) If a depository member in the place customers open accounts is withdrawn his/ her Certificate of securities deposit registration or securities brokerage operation by SSC or revoked depository member certificates by;

g) If organizations opening accounts directly terminate the service provision contracts with VSD;

Ownership is transferred as specified in clause 1 and point b of clause 2 of this Circular;

i) Other transfer cases after consulting SSC

3. Depository members must transfer the securities transfer application to VSD within one (01) working day from receipt of the request for transfer of customers;

4. VSD shall be responsible for handling the securities transfer application within one (01) working day for the transfer case specified at Points a, b, c, d, dd, and maximum of five (05) working days for the transfer case provided for in points e, g, h, i, Clause 2 of this Article from the date of receipt of a valid application.

5. VSD shall guide the procedures for transfer of securities at VSD.

Article 33. Securities blockade and clearance

1. Securities blockade, clearance at the request of competent State agencies:

a) VSD shall block and clear securities after having the written request of competent State agencies under the provisions of law;

b) After blocking or clearing securities on a securities depository account, VSD shall notify so that depository members, organizations opening accounts directly block or clear securities as well as notify the involved customers of depository members.

2. Blockade or clearance securities of investors, depository members and organizations opening accounts directly:

a) VSD shall block or clear securities of investors upon request of such investors submitted to VSD through depository members where investors have blocked or cleared securities. If investors use their securities as collateral for loans at credit institutions, depository members where investors open securities depository accounts shall be responsible for blockade or clearance securities on mortgaged securities account of the customer and submit records blockade or clearance application of mortgaged securities to VSD for corresponding accounting at VSD;

b) VSD shall block or clear securities of depository members, organizations opening an account directly at the request of such depository members and organizations opening an account directly submitted to VSD. If depository members, organizations opening an account directly use their securities as collateral for loans at credit institutions, depository members, organizations opening an account directly shall be responsible for submitting blockade or clearance application of mortgaged securities at VSD for corresponding accounting at VSD;

c) VSD shall be responsible for handling of blockade or clearance application of mortgaged securities within one (01) working day after receipt of a satisfactory application.

3. VSD shall guide the procedures for securities blockade or clearance at the request of competent State agencies, mortgaged securities at VSD specified in clauses 1 and 2 of this Article.

Chapter VI

OFFSETTING AND SETTLEMENT OF SECURITIES

Article 34. Offsetting and settlement of securities

1. Offsetting and settlement of securities transactions in accordance with the provisions of this Circular shall be offsetting and settlement of securities transactions carried out in the Stock Exchange including transactions in Government bonds, bonds guaranteed by the Government, municipal bonds and treasury bills

2. If there is a change in the payment mechanism of transactions of government bonds, bonds guaranteed by the Government, municipal bonds and treasury bills, offsetting and settlement of transactions shall comply with related legal documents .

3. Offsetting and settlement of derivative securities transactions shall be defined in legal documents on derivative transactions market .

Article 35. Principles of offsetting and settlement of securities transactions

1. VSD shall settle based on the result of multilateral offsetting and settle each transaction for securities transactions carried out in the Stock Exchange.

2. The securities offsetting shall be carried out by VSD for each securities, separately for types of brokerage accounts for domestic customers, brokerage accounts for foreign customers and proprietary trading accounts of depository members.

3. VSD shall settle purchase and sale transactions of securities carried out at the Stock Exchange based on trading results provided by the Stock Exchange

5. Settlement of transactions shall be carried out in accordance with the principle of transfer of securities at the same time with delivery versus payment (DVP).

6. SSC shall provide specific guidance on period of selling securities after the transaction, after being approved by the Finance Ministry.

7. General Director of VSD shall decide to apply securities payment methods and settlement period after being approved by the SSC.

8. VSD shall guide the procedures for offsetting and settlement of securities transactions carried out in the Stock Exchange.

Article 36. Transaction settlement of depository member and organizations opening directly accounts.

1. Depository members and organizations opening the account directly at VSD must open an offsetting settlement deposit account at the payment bank payments to settle the securities transactions carried out in the Stock Exchange.

2. If customers open a securities depository account at a depository member being a commercial bank (depository bank) and book transaction orders through securities companies, the transaction settlement shall be carried out by depository banks .

Article 37. Comparison and confirmation of transaction

1. After receiving the trading results from the Stock Exchange, VSD shall notify them to the depository members and organizations opening directly accounts.

2. Depository members and organizations opening directly accounts shall compare transaction details between the original order kept in depository members, organizations opening directly accounts and the announcement of the transaction results of VSD and re-confirm with VSD.

Article 38. Principles of rectifying errors after transactions

1. VSD shall rectify errors after transaction of depository members in case if depository members being securities companies make misplaced, wrong orders of customers such as incorrect account number of the customer, the wrong securities, incorrect price, superfluous orders, purchase order mistaken for sell orders and vice versa, wrong securities quantity.

2. Rectifying errors after transactions shall be carried out on the following principles:

a) If depository members rectify the errors having proprietary trading accounts, the customer’ s transaction orders shall be adjusted into proprietary trading orders of depository member by VSD;

b) If the depository members rectify errors not having proprietary trading accounts, VSD shall open error rectifying securities accounts for depository members to temporarily account the securities that depository members receive or pay due to error correction. Mechanism shall be implemented as follows:

- When receiving the rectified securities, the depository member shall be obliged to immediately sell the received securities on the account of the rectified securities in the latest session so that VSD shall finalize accounts;

- When returning lent securities from lenders, depository members may maintain rectified securities accounts until completion of obligations to the lenders.

3. For errors not referred to in clause 1 of this Article, the General Director of VSD shall have competence in review, process after being approved by the SSC.
 4. Responsibilities of the parties involved in rectifying the errors after transaction:

a) The parties participating in the transaction shall be responsible for errors caused by themselves within their powers and responsibilities of her. Depository members shall be responsible for errors after transactions of customers within their entitlements and responsibilities;

b) If errors of depository members being securities companies lead to lack of securities for settlement of customers of depository members being commercial banks (depository banks), depository banks shall be allowed to unilaterally refuse to settle transactions, depository members being securities companies involved shall be responsible for settlement the error related securities company shall be responsible faulty transactions.

5. depository members who temporarily lose securities settlement ability due to rectifying errors after transaction may apply support mechanisms under the provisions of Article 41 of this Circular.

6. VSD shall guide the procedures for rectifying errors after transaction for securities traded through the Stock Exchange.

Article 39. Handling of proprietary trading transaction error of securities companies

1. If securities companies enter the wrong proprietary trading account numbers into trading system of the Stock Exchange, VSD shall make adjustments to the correct proprietary trading account number of the securities companies to settle transactions .

2. If the securities company enters the wrong order leading to lack of securities to settle or ETF members lack certificates or ETF fund certificates for settlement due to unsuccessful swap transactions under the provisions of Circular 229/2014 / TT-BTC shall apply the support mechanism as defined in Article 41 of this Circular.

Article 40. Handling of proprietary trading transaction error of government bonds

1. If transaction members being securities companies, depository banks, organizations opening accounts directly enter the wrong proprietary trading account numbers into the specialized stock trading system of Hanoi Stock Exchange, VSD shall make adjustments to the correct proprietary trading account number of trading members to settle transactions.

2. Except for cases specified in clause 1 of this Article, VSD shall remove transactions and shall not settle faulty transactions of trading members. Trading members shall be responsible for indemnifying incurred damages (if any) organizations and individuals with relevant reciprocal transaction due to unsettled transactions

Article 41. Remedial measures of loss of securities transaction solvency

1. Depository members temporarily losing securities transaction solvency shall be applied the following settlement support mechanism :

a) In case lacking of money, such members shall use loan from payment support funds or payment banks ;

b) In case lacking of securities: such members shall use borrowed securities through the securities borrowing and lending system managed by the VSD.

2. If on the date of securities transactions settlement, depository members are not eligible to borrow money from the settlement support funds under the regulation of settlement support fund management of VSD, are not lended money by payment banks under the provisions of the payment banks or can not borrow securities through the securities borrowing and lending system, VSD shall delay the settlement deadline for the transactions temporarily losing solvency of depository members to handle as prescribed in Article 44 of this Circular.

Article 42. Handling mechanism of loss of solvency

1. The using mechanism of the settlement support fund: depending on the actual value, using frequency and level of the settlement support of depository member, VSD shall define the use ceiling in each settlement support case. The loan interest rate of settlement support fund shall be defined by VSD after consultation with depository members and the approval of the SSC, but it shall not exceed 150% of the base interest rate defined by the State Bank.

2. The use mechanism of the loan from the payment bank : depository members must meet the conditions of the loan in accordance with the law, settlement banks and sign a loan contract or agreement to support securities transaction settlement with the payment banks. The agreement to support transaction settlement shall include the following contents:

a) The loan interest rate on the principle of not exceeding the using interest rate of settlement support funds;

b) The loan duration ;

c) The insurance method of return the loan in accordance with the provisions of law.

3. depository members losing the solvency shall pay all incurred expenses, losses and be sanctioned in accordance with the law.

4. VSD shall provide detailed guidance and procedures for the application of support mechanisms of handling of the solvency loss of depository members

Article 43. Handling mechanism of loss of securities solvency

1. If rectifying errors after transaction leads to lack of securities to settle, depository members shall borrow securities through the securities borrowing and lending system of VSD.

2. VSD shall provide specific guidance on procedures for applying the securities borrowing and lending mechanism to support settlement.

Article 44. Settlement time-limit delay

1. The delay of settlement time-limit deadline shall comply with the following principles:

a) VSD shall separate transaction lacking of money or securities to delay the settlement time-limit for such transactions;

b) The delayed time-limit for settlement shall be a maximum of three (03) working days preceding the settlement date of the transaction lacking of money or securities;

c) The settlement for transaction delayed its settlement time-limit shall be carried out in a manner directly through the VSD;

d) Depository members having transactions delayed the settlement time-limit shall indemnify organizations and individuals with relevant reciprocal transactions at the rate of 5% of the value of transactions delayed the settlement time-limit / a (01) day of settlement delay.

2. VSD shall provide specific guidance on procedures for applying mechanism for settlement delay.

Article 45. Removal of transactions of depository members

1. VSD shall remove securities transactions in the following cases:

a) Depository members have applied the mechanism for settlement delay but do not have enough money or securities to settle their transactions;

b) Members, member customers short sell their securities without the guidance of the Ministry of Finance;

c) Information on the transaction account identity of customer involved is not updated in the working day preceding the date of the transaction.

2. d) Depository members having transactions delayed the settlement time-limit shall indemnify organizations and individuals with relevant reciprocal transactions at the rate of 20% of the value of non- payment. In case of violations of law, depository members may be handled in accordance with the law on handling of administrative violations in the field of securities and securities markets .

3. VSD shall be responsible for notifying removed transactions to the Stock Exchange.

Article 46. Management of settlement support funds

1. Settlement support fund shall be set up from cash contributions of depository members under the initial fixed rate and annual contributions.

2. Money contributions to the settlement support fund shall be owned by depository members and managed separately with the property of VSD by VSD . Depository members may only refund money contributions to the settlement support fund when such depository members are revoked their depository member certificates as specified in the operation regulations of VSD.

3. Gains arising from the money contribution to settlement support fund support shall be allocated to depository members in accordance with the contribution duration and amount of each depository member after deducting management fees for VSD.

4. VSD shall provide guidance on the establishment, management and use of settlement support funds.

Article 47. Management of securities lending and borrowing system

1. securities lending and borrowing system of VSD shall be set up to:

a) Support securities transaction settlement in case of VSD’ s depository members ’ rectification of errors after transaction leading to a temporary shortage of securities for settlement;

b) Support organizations being qualified for ETF members to have enough securities for capital contribution, make transaction of portfolio swap funds and arbitrage restrictions transaction according to current regulations ;

c) Have other purposes after being approved by the Ministry of Finance.

2. Securities lending and borrowing system shall be implemented on the following principles:

a) Securities borrowing and lending shall be implemented under the agreement between the borrower and the lender on the principle that the borrower must have collateral ;

b) Collateral shall be qualified securities or money .Defining the value of collateral shall be carried out on the principle: the discount rate shall be 0% for cash collateral, minimum of 5% for government bonds, bonds guaranteed by the Government, municipal bonds and at least 30% for other securities ; VSD shall stipulate the discount rate of collateral after being approved by the SSC;

c) The value of collateral must achieve a minimum ratio of 110% of the loan value. VSD shall stipulate the value of collateral compared with the value of the loan after being approved by the SSC;

d) loaning interest rates shall be agreed on the principle of compliance with the provisions of relevant law provisions ;

dd) Securities borrowing and lending term shall be a maximum of five (05) working days for the borrowing agreement to support the securities transaction settlement and shall not exceed ninety (90) days for the borrowing and lending agreement to contribute capital or make swap transactions for portfolio swap funds. The extension of loans shall comply with the agreement of the borrower and the lender but not exceed three (03) times;

e) The loan must be repaid in borrowed securities or in cash after the approval of the lender. If the lender gets repaid loans in securities leading to excess of the maximum ownership percentage, such excess shall be repaid in cash;

g) If the lender receives collateral transfer in securities when the borrower loses its solvency leading to excess of the maximum ownership percentage as prescribed, the lender shall sell the securities exceeding the maximum ownership percentage as prescribed in the next trading day of the delivery receipt day.

3. VSD shall be the responsible for organization, management and operation of the securities lending and borrowing system at VSD

4. VSD shall provide specific guidance on securities borrowing and lending.

Chapter VII

PAYMENT BANKS

Article 48. Criteria for payment banks

1. Criteria for payment banks shall include:

a) Being a commercial bank of Vietnam;

b) Having charter capital contributed over 10,000 billion;

c) Having profitable operation results within two (02) most recent years;

d) Meeting the minimum capital adequacy ratio as prescribed by law on the bank;

dd) Having a facilities system to ensure the transaction settlement and connection with VSD;

e) committing to the SSC on the lending to settle the securities transaction in case depository members lose their solvency;

g) Having a system which is capable of storing the information data on transaction settlement in at least five (05) years and may provide immediately to the SSC or VSD within forty-eight (48) hours upon request.

2. SSC shall choose only one (01) Commercial bank to be settlement bank providing settlement services for securities transaction on the Stock Exchange. The choice of payment bank shall be carried out periodically every five (05) years by SSC.

Article 49. Application for payment banks

1. Application for payment banks shall include:

a) A registration letter for payment banks;

b) A written provision of information about the bank, stating the ability to meet the criteria as required in Article 48 of this Circular;

c) A copy of the operation and establishment Decision of the commercial bank;

d) A written commitment to the SSC on lending to settle securities transactions in case depository members lose their solvency;

dd) Other related documents

2. The application as prescribed in Paragraph 1 of this Article shall be made in one (01) original set and submitted directly or by post to the SSC.

Article 50. Procedure for approval of payment bank

Within fifteen (15) days since the date of receipt of a satisfactory application, the SSC shall decide to approve or reject such application. If the application is rejected, the SSC must reply in writing and clearly state the reason.

Article 51. Replacement of payment banks

1. If the payment bank does not maintain the conditions in Article 48 or does not exercise its obligations under the provisions of Article 52 of this Circular or if the payment bank fails to recover conditions for payment bank within the time limit prescribed by the SSC, the SSC may choose another commercial bank meeting the conditions to be the payment bank .

2. The SSC must announce the information on choosing the commercial bank as the payment bank within a minimum of thirty (30) days so that the commercial banks shall submit their applications for payment banks. Application and procedures for choosing the payment banks shall comply with the provisions of Articles 49 and 50 of this Circular.

3. The replaced payment bank shall be responsible for securities transaction settlement until another payment bank replaces and must complete obligations related to the securities transaction settlement for customers.

Article 52. Rights and obligations of payment banks

1. Rights of payment banks:

a) Designate the head office or branch to be the focus point for securities transaction settlement;

b) Request VSD, depository members, organizations opening accounts directly to comply the commitment on settlement between the parties and provide the necessary information to make transaction settlement;

c) Collect service provision fee as prescribed in law.

2. Obligations of payment banks

a) Make settlement fully and on time for securities transactions made on the Stock Exchange;

b) Support money for depository members and organizations opening accounts directly when lacking of money to settle transactions in accordance with the regulations;

c) Sign a contract on the principle of ensuring to lend depository members when they lack of money to settle the securities transactions. The terms of the contract must be based on the principle of credit loans and guarantee fairness among depository members ;

d) Comply with regulations on information, reports and information security in accordance with applicable law;

dd) Ensure the necessary technical facilities and human resources to serve the settlement in cash for securities transactions.

Chapter VIII

REPORTS

Article 53. Periodic reports

1. VSD must provide sufficient data, periodic reports to the SSC under the current provisions on monitoring and statistics to serve the monitoring of the SSC and the Stock Exchange.

2. Depository members organizations opening accounts directly must submit monthly reports on securities depository to VSD with the content specified in guiding regulations on registration, depository, offsetting and settlement of VSD.

3. Payment banks must submit monthly, quarterly, annually reports on offsetting and settlement of their transactions to SSC with contents specified in Appendix V enclosed herewith this Circular.

4. Deadline for reports shall be defined as follows:

a) Monthly reports shall be submitted to the SSC within ten (10) days of the following month;

b) Quarterly reports shall be submitted to the SSC within twenty (20) days of the first month of the following quarter;

c) Annual reports shall be submitted to the SSC within the first ninety (90) days of the following year.

Article 54. Irregular reports

1. VSD must report to SSC within a maximum of seventy two (72) hours after the occurrence of the following events:

a) Operations in securities depository, offsetting and settlement of securities transactions of depository members are suspended;

b) Depository member certificates, depository operation branch certificates are revoked ;

c) Information is provided under the confidential regulation for competent State agencies;

d) Registration, depository, offsetting and settlement of securities are paralyzed partly or in whole.

2. The payment bank must report to the SSC and VSD immediately when settlement of securities transactions is paralyzed partly or in whole.

Article 55. Reports at request

1. In addition to periodic and irregular reports prescribed in Articles 53, 54 of this Circular, in the case of necessity, to protect common interests and the interests of investors, the SSC may request VSD, depository members, organizations opening accounts directly , the payment bank to report on the registration, depository, offsetting and settlement of securities transactions.

2. VSD, depository members, organizations opening accounts directly and payment banks must repost to the SSC within forty-eight (48) hours after receiving the request for reports as specified in paragraph 1 This Article.

Chapter IX

INSPECTION, MONITORING AND HANDLING OF VIOLATIONS

Article 56. Inspection and monitoring

1. Depository members, organizations opening accounts directly, employees involved of depository members, organizations opening accounts directly, employees involved shall be under monitoring of VSD and inspection of the SSC in accordance with the provisions of current law.

2. VSD, payment banks shall be under monitoring, inspection of the SSC in accordance with the provisions of current law.

Article 57. Handling of violations

Violations of the provisions of this Circular shall be sanctioned under the provisions of current law.

Chapter X

IMPLEMENTATION

Article 58. Organization of implementation

1. This Circular takes effect from March 15, 2015 and replaces Decision No. 87/2007 / QD-BTC dated October 22, 2007 by the Minister of Finance on promulgating the operation regulation on registration, depository, offsetting and settlement of securities and Circular No. 43/2010 / TT-BTC dated March 25, 2010 by the Minister of Finance on amending and supplementing the operation regulation on registration, depository, offsetting and settlement of securities enclosed herewith Decision No. 87/2007 / QD-BTC dated October 22, 2007 by the Minister of Finance.

2. On the basis of the provisions of this Circular, VSD promulgates the operation regulations after being approved by the SSC.

3. Any problems arising in the course of implement should be reported to the Ministry of Finance for study, guidance and solving. /.

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