Chapter II
REGISTRATION OF SECURITIES
Article 3. Registration of securities with VSDC
1. Types of securities and forms of securities registration with VSDC are specified in Clauses 1, 2, 3, Article 149 of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government elaborating the Law on Securities.
2. An issuer or public company shall register the following information with VSDC:
a) Information about the issuer, public company;
b) Information about securities of the issuer or public company;
c) Information on securities owners, including: list of securities owners, types of securities, quantity of securities owned and securities depository accounts in case the securities owners wish to both register and deposit the securities.
3. Issuers, public companies register securities directly with VSDC or through securities companies. When there is a change in the registered information, the issuer, the public company must apply for modification to the information to VSDC. The issuer or public company shall be held liable for the accuracy, completeness and timeliness of the information specified in Clause 2 of this Article.
4. VSDC shall issue regulations on securities registration.
Article 4. Issuance of securities codes
1. VSDC shall issue domestic securities codes and international securities identification number (ISIN) for securities and shares registered with VSDC.
2. Domestic securities codes are used unanimously following the registration with VSDC and listed and registered for trading on the securities trading system.
3. International securities identification numbers are used unanimously for securities issued in Vietnam for trading and settlement in the Vietnamese and international securities markets.
4. VSDC shall promulgate regulations on issuance of domestic securities codes and international securities identification numbers.
Article 5. Management of registered securities information
1. VSDC shall centrally manage all information of registered issuers and public companies specified in Clause 2, Article 3 of this Circular.
2. VSDC shall manage and modify registered securities information in accordance with regulations on securities registration.
Article 6. Transfer of ownership of securities
1. The transfer of ownership of securities centrally registered with VSDC shall be carried out by VSDC according to the following principles:
a) Transfer of ownership of securities through securities transactions conducted through the securities trading system;
b) Transfer of ownership of securities outside the securities trading systems if such transfers are non-commercial in nature or fail to be executed via the securities trading system.
2. Cases of transfer of ownership of securities as prescribed in point b clause 1 hereof include:
a) Donation, offering and inheritance of securities as stipulated by the Civil Code;
b) Transactions of securities in odd lots as per the law on securities and securities market;
c) Issuers, public companies redeem stocks from their staff/employees in accordance with the regulation on issuance of stocks to staff/employees; issuers, public companies redeem preferred stocks from their staff/employees in accordance with the regulation on equitization; issuers, public companies redeem stocks upon requests of shareholders, redeem share of every shareholder in proportion to his/her share in the company as per the Law on Enterprises;
d) Transfer of stocks of founding shareholders within the restricted trading period;
dd) Investors transfer their securities ownership to fund management companies where such fund management companies agree to manage the portfolio in the form of assets; fund management companies transfer securities ownership to investors in case of any change to the terms and conditions of the investment trust agreement; fund management companies transfer securities ownership to investors or other fund management companies in the event of contract termination; fund management companies wind up, go bankrupt, or cease operation and reimburse assets to investors or transfer the portfolio to other fund management companies; transfer of ownership between fund management companies of the same investor upon the request of such investor;
e) Cases of ownership transfers as determined by judgments and decisions of the Court, awards of arbitrators or decisions of judgment enforcement agencies;
g) Total division, partial division, consolidation, acquisition of enterprises, or capital contribution in form of shares into enterprises; restructuring of public sector entities; winding up of enterprises, household businesses as per the law;
h) Tender offer; transferring capital of state or state-owned enterprises invested in listed entities, entities registered to trade according to methods of auctions, competitive offering, book building as per the law; transfer of ownership as shareholders of public companies make public offering via auctions via stock exchanges;
i) Transfer of ownership of structure securities, fund certificates in swap transactions with the exchange-traded fund (ETF); transfer ownership; transfer of ownership of securities for issue or revocation of depository receipts in transactions between investors and foreign depository receipt issuers;
k) Transfer of ownership of valuable papers on the money market at the request of the State Bank; transfer ownership of privately placed corporate bonds;
l) Transfer of ownership in securities lending and borrowing as prescribed in Article 40 of this Circular, including transfer of ownership of securities from the lender to the borrower and vice versa or the transfer of ownership of collateral being securities from the borrower of securities to the lender of securities in case the borrower defaults on the loan; transfer of ownership of securities to handle cases of defaults on payments of securities;
m) Transfer of ownership due to realization of collateral being securities registered with VSDC and freezing according to Point c, Clause 1, Article 23 of this Circular. In case the transfer of ownership of securities related to a foreign investor leads to a change in the foreign ownership ratio in a public company, securities company or fund management company, it shall only be done after obtaining the approval from the State Securities Commission (SSC);
n) Transfer of preferred shares without restricted transfer in accordance with the Law on Enterprises; transfer of ownership of securities due to division of marital property in accordance with the Law on Marriage and Family;
o) Transfer of ownership of underlying securities to exercise covered warrants or government bond futures contracts by the method of transferring underlying securities;
p) Transfer of ownership of securities upon total division, partial division, consolidation, acquisition, winding up of securities investment fund; establishing and increasing charter capital of individual securities investment companies; increasing or decreasing the charter capital of member funds; transfer of ownership of securities when the fund pays with securities in the sale and redemption of open-end funds;
q) Transfer of share ownership between foreign investors in the event that the maximum foreign ownership ratio for such shares has been reached and the price agreed upon by the parties is higher than the ceiling price of such shares on the securities trading system at the time of trading;
r) Other cases of transfer of ownership of securities after obtaining the approval from the SSC.
3. The SSC shall consider approving a case of transfer of ownership of securities specified at Point r, Clause 2 of this Article on the basis of some or all of the following documents:
a) A written request for transfer of ownership of securities outside the securities trading system;
b) Transaction contract or agreement document between the parties;
c) Decision of the General Meeting of Shareholders or the Board of Directors or the Board of Members or the business owner of the parties to the ownership transfer (for domestic organizations) through the transfer of ownership of securities according to the Enterprise Law;
d) The decision of the General Meeting of Shareholders of the public company, the Board of Representatives of the closed-end fund approving the non-performance of procedures for tender offer as prescribed in Points a and b Clause 2 Article 35 of the Law on Securities;
dd) An official letter stating the opinions of the securities issuer entitled to transfer of ownership concerning the transfer of securities ownership between investors mentioned in the application;
e) A written certification of the DM (in the case of deposited securities) or the issuer or public company (in the case of undeposited securities) of the quantity of securities transferred that the parties to the ownership transfer currently own;
g) The written opinion of the specialized regulatory authority on the transfer of ownership of securities by the issuer or public company operating in the field in which the specialized law requires opinions;
h) License for establishment and operation or Certificate of business registration or equivalent papers of the parties transferring ownership (for an organization); identity card or citizen identification card (for an individual);
i) Certificate of registration of securities trading code of foreign investors, issued by VSDC;
k) Power of attorney or documents proving the authority to sign transaction contracts;
l) The documents of the parties to the ownership transfer clarifying the contents related to information disclosure, tender offer, non-cash payment, capital source for payment and other matters as required by of the SSC.
4. The documents specified in Clause 3 of this Article must be made in 1 set of original application in Vietnamese and submitted in person or by post to the SSC. In case the documents in the application are copies, they must be copies issued from the master book or copies certified by competent agencies or organizations or the copies that have been compared with the originals. Documents made in a foreign language must be accompanied by a certified translation into Vietnamese by a competent authority; documents issued or certified by a foreign competent authority must bear consular authentication.
Within 07 working days from the date of receipt of the application, the SSC shall send a written request to amend and supplement the application (if any). Within 10 working days from the date of receipt of valid applications and documents, the SSC must reply in writing on approval or refusal to the transfer of securities ownership.
5. The transferor of securities must deposit securities prior to the ownership transfer in the cases specified in Clause 2 of this Article, except for the following cases:
a) The transferor of securities is missing, dies, or resides overseas and cannot be contacted;
b) Issuers, public companies redeem stocks from their staff/employees in accordance with the regulation on issuance of stocks to staff/employees; issuers, public companies redeem preferred stocks from their staff/employees in accordance with the regulation on equitization;
c) Ownership transfers as determined by judgments and decisions of the Court, awards of arbitrators or decisions of judgment enforcement agencies;
d) Transfer of ownership rights due to restructuring, dissolution of enterprises, dissolution of business households but the transferor no longer exists due to completion of procedures for restructuring, dissolution of enterprises, dissolution of household businesses;
dd) Other cases after obtaining approval from the SSC.
6. VSDC shall issue regulations on securities ownership transfer.
Article 7. Deregistration of securities
1. VSDC shall deregister securities in the following cases:
a) Government debt instruments, government-guaranteed bonds, local government bonds, corporate bonds, covered warrants come due;
b) Government debt instruments, government-guaranteed bonds, local government bonds, corporate bonds, covered warrants are redeemed by the issuers before they come due;
c) The issuer reduces its capital, dissolves, goes bankrupt or ceases to exist due to the restructuring of the enterprise;
d) The issuer swaps shares, government debt instruments, government-guaranteed bonds, local government bonds, corporate bonds;
dd) Shares of an equitized enterprise that is not a public company are delisted or deregistered for trading and the enterprise requests to deregister securities;
e) Investment fund certificates, covered warrants are delisted;
g) The ETF is dissolved;
h) Securities of a public company that has registered with VSDC but no longer satisfy the requirements for a public company and the company requests securities deregistration;
i) Issuers, public companies registering securities under the agreement with VSDC voluntarily apply for securities deregistration;
k) Deregister the number of government debt instruments, government-guaranteed bonds, local government bonds that market makers or investors fail to pay for purchases; deregister the Government's debt instruments due to the maturity of the liquidity guarantee contract between the State Treasury and market makers and investors.
2. Securities deregistration shall comply with regulations on securities registration.
Article 8. Exercising rights of securities owners
1. VSDC compiles a list of securities owners at the last registration date, calculates and allocates the rights that securities owners are entitled to in accordance with the law on the basis of the following documents:
a) Written notice of the issuer, public company or a competent organization or individual in accordance with relevant laws;
b) Authorization of the issuer or public company for VSDC to act on behalf of the issuer or public company to perform related services for securities registered with VSDC as stated in the service contract between VSDC and the issuer or public company.
2. The issuer, public company, organization or individual competent to convene the General Meeting of Shareholders in accordance with the Law on Enterprises may only use the list of securities owners provided by VSDC for the purposes stated in the written notice specified at Point a, Clause 1 of this Article and shall be liable for the use with improper purpose or disclosure of confidential information.
3. The owner of deposited securities receives rights and benefits distributed through VSDC and DMs where the securities owner opens a securities depository account. Owners of undeposited securities receive rights and benefits distributed directly at the issuer, public company or entity authorized by the issuer or public company.
4. VSDC, the DM is responsible for exercising the rights for the owner of securities registered and deposited with VSDC, and is responsible for the damage caused to the securities owner due to failure to comply with the regulations on the exercise of rights in this Circular and regulations on professional activities of VSDC within the scope of its responsibilities.
5. The making of the list, provision of the list and the exercising of rights of securities owners shall be carried out on the basis of authorization of the issuer, public company and regulations on the exercising of rights issued by VSDC.
Article 9. Responsibilities of issuers and public companies with registered securities
1. Comply with the provisions of law and the relevant professional operation regulations of VSDC.
2. Sign a service contract with VSDC in accordance with Article 10 of this Circular.
3. Provide accurate necessary information or documents in a timely manner to VSDC to carry out securities registration and exercise rights as prescribed or when VSDC requests in writing to clarify information or the above documents; be held liable for the information and documents provided to VSDC.
4. Be liable for damage caused to VSDC and securities owners when failing to comply with the provisions of law and VSDC's regulations, except for force majeure cases.
5. Pay service fees to VSDC according to regulations of the Ministry of Finance.
6. Other responsibilities as prescribed by law and VSDC's regulations.
Article 10. Service contract between VSDC and the issuer, public company
1. The service contract between VSDC and the issuer or public company shall at least contain:
a) Services that the issuer or public company authorizes VSDC to perform (services of information management on securities registered with VSDC, services of confirmation of transfer of securities ownership to securities owners, services to exercise the rights of securities owners, other services arising under the agreement of the two parties);
b) Rights and obligations of VSDC, issuer, public company;
c) Settlement of disputes;
d) Termination of the contract;
dd) Collecting service charges.
2. VSDC shall issue a sample of service contract between VSDC and issuer, public company.
Tìm kiếm
Thông tư 119/2020/TT-BTC quy định về hoạt động đăng ký, lưu ký, bù trừ và thanh toán giao dịch chứng khoán do Bộ trưởng Bộ Tài chính ban hành (Bản Word)