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.
Tìm kiếm
Thông tư 05/2015/TT-BTC (Bản Word)