Chapter III
OBLIGATIONS ARISING FROM FOREIGN INVESTMENT ACTIVITIES
Article 9. Obligations arising from furnishing foreign investors with services
1. In order to furnish foreign investors with services, securities trading organizations must meet the following requirements:
a) Strictly comply with legal regulations on securities and securities market;
b) If securities trading organizations are authorized by foreign investors to provide services for foreign investors or participate in securities auctions, they are required to separate trading orders, and investment directions of foreign investors from trading orders, investment directions of domestic investors and of their own, and ensure that investing in securities, purchasing shares on behalf of foreign investors comply with legal regulations on the rate of foreign ownership at Vietnamese enterprises;
c) Assume their responsibility to distribute assets to each foreign investor in a fair and reasonable manner as agreed upon in binding contracts;
d) Except for the circumstance under which those in charge of management of transaction accounts on behalf of foreign investors are individuals in accordance with legal regulations, securities companies shall not be allowed to make an investment decision on behalf of clients.
2. When performing transactions on behalf of foreign investors, transactional representatives of foreign investors must meet the following requirements:
a) Comply with laws on securities and other relevant legal regulations;
b) Comply with trading and payment directions of foreign investors, and avoid directly making investment decisions including choosing securities type, quantity, price and time of trading when not receiving trading orders, investment directions from foreign investors;
c) Avoid colluding with other domestic and foreign investors in buying and selling securities with the aim of creating artificial demand and supply; transact securities in collusion with others to continuously buy and sell securities to manipulate stock price;
d) Comply with reporting obligations as requested in writing by the State Securities Commission.
3. The Vietnam Securities Depository, depository members and securities trading organizations furnishing foreign investors with services shall be responsible for keeping foreign investor’s information confidential in accordance with relevant legal regulations and providing such information for competent authorities whenever the written request is obtained.
4. The Vietnam Securities Depository shall be responsible for establishing the online code registration system and provide instructions for use of this system.
5. The Vietnam Securities Depository shall provide specific provisions on warning forms, alerts and temporary stop for use of the online code registration system of depository members if these depository members fail to submit required documents specified in the list stipulated in Point d Clause 1 Article 4, and Point d Clause 5 hereof.
6. The Vietnam Securities Depository shall be allowed to decide the unlimited termination of the online code registration system of depository members if these depository members fail to declare accurate information about foreign investors used for applying for trading code registration, or register fictitious trading codes, or make code registration for ineligible entities after obtaining consent from the State Securities Commission.
7. Depository members shall be allowed to accept foreign investor’s application for trading code registration only after receiving required documents listed in the regulation laid down in Clause 2 Article 4 hereof. Depository members are strictly prohibited from registering fictitious trading codes or registering trading codes for ineligible entities. Depository members carrying out fictitious trading code registration or accepting code registration from ineligible entities must assume their full liability, even their financial obligations that arise from transactions performed through transactional accounts opened on the basis of such trading codes.
Article 10. Reporting obligations arising from foreign investment activities
1. Depository members are required to prepare and store documents and records on asset depository activities performed through depository accounts of foreign investors. These materials must be provided for competent authorities, even including those that fall within the scope of application of regulations on investor’s information and information security in accordance with legal regulations.
2. Depository members must report to the State Securities Commission on a monthly basis on statistical data on depository accounts and portfolios of foreign investors under the provisions of Appendix 4 issued together with this Circular. If depository members are branches of foreign credit institutions or wholly foreign-owned credit institutions established in Vietnam, they are required to supplement reports on their investment activities, portfolios by completing the form given in Part IV of Appendix 4 issued together with this Circular.
3. Depository banks where foreign investors have opened indirect investment capital accounts, share-buying paid-in capital accounts must report to the State Securities Commission every two (02) weeks on foreign investor’s capital turnovers on these accounts by adopting the form stipulated in Part III of Appendix 4 issued together with this Circular.
4. Depository members must report to the State Securities Commission on a monthly basis on statistical data on depository accounts and portfolios of foreign investors under the provisions of Appendix 5 issued together with this Circular.
5. Transactional representatives of foreign investors shall be responsible for reporting on appointed investment activities on behalf of foreign investors by adopting the form stipulated in Appendix 6 issued together with this Circular when obtaining the request from the State Securities Commission.
6. The Vietnam Securities Depository shall send monthly reports on the followings to the State Securities Commission:
a) Grant of securities trading codes to foreign investors and changes made by foreign investors (if any) by adopting the form stipulated in Appendix 7 issued together with this Circular;
b) Full update of data on foreign investors and portfolios of foreign investors in alignment with the system for operational management of foreign investors managed by the State Securities Commission.
7. The Stock Exchange shall submit periodic reports to the State Securities Commission on the daily, monthly and yearly basis on trading activities of foreign investors by adopting the form stipulated in Appendix 8 issued together with this Circular.
8. The permitted duration of reports shall conform to regulations laid down in Clause 2, 3, 4, 5, 6 and 7 of this Article as follows:
a) Before 4:00 pm everyday for daily reports;
b) Within a permitted duration of three (03) working days, and after the 15th and 30th every month for reports on capital turnovers of foreign investors;
c) Within a permitted duration of five (05) working days from the ending date of the month for monthly reports;
d) Within a permitted duration of ninety (90) days from the ending date of the year for yearly reports.
9. When necessary, the State Securities Commission shall request the Vietnam Securities Depository, the Stock Exchange, securities trading organizations, depository members, transactional representatives, or investors, shall directly report on foreign investor’s activities.
10. The permitted duration of submission of reports as stipulated in Clause 9 of this Article is within forty eight (48) hours of receipt of the request for reports from the State Securities Commission.
11. Reports of the Stock Exchange, the Vietnam Securities Depository, securities trading organizations, or depository members, as stipulated in this Article must be sent along with electronic data files to the State Securities Commission and must be stored for the minimum period of five (05) years.
12. Foreign investors and group of related foreign investors shall take on obligations to make ownership reports and disclose information about securities trades in accordance with legal regulations on information disclosure on the securities market under the following rules:
a) Foreign investors shall fulfill by themselves, or appoint one (01) depository member, one (01) securities trading organization, or their representative offices (if any), or another organization, or authorize one (01) individual to fulfill obligations to make ownership reports and disclose information in accordance with legal regulations;
b) The group of related foreign investors shall be responsible for appointing one (01) depository member, one (01) securities trading organization, or its representative offices (if any), or another organization, or authorizing one (01) individual to fulfill obligations to make ownership reports and disclose information in accordance with legal regulations on information disclosure on the securities market;
The notification of appointment or change of organizations or individuals taking on obligations to make ownership reports and disclose information by adopting the form stipulated in Appendix 15 enclosed herein must be sent to the State Securities Commission, the Stock Exchange and the Vietnam Securities Depository not later than three (03) working days prior to the date on which the appointment or authorization takes effect, enclosing the valid copy of certificates of establishment and operation, or business registration certificates, or certificates for fund establishment registration, or equivalents (of appointed organizations), or the true copy of valid ID cards or passports or other personal status documents (of authorized persons);
c) Foreign investors and group of related foreign investors shall be responsible for providing a full amount of information about their securities ownership status in order for appointed organizations or authorized individuals in charge of information disclosure to fulfill their obligations to make ownership reports and disclose information in accordance with laws;
d) Obligations to make ownership reports and disclose information taken on by foreign investors, group of related foreign investors may arise under the following circumstances:
- The total number of stocks, closed-end fund certificates of foreign investors, group of related foreign investors accounts for more than 5% of outstanding voting shares of an issuing organization, or more than 5% of closed-end fund certificates, or fails to reach the abovementioned rates.
- Foreign investors, group of related foreign investors are holding more than 5% of outstanding voting shares of an issuing organization, or more than 5% of closed-end fund certificates, or are performing transactions to change the ownership rate exceeding 1% of the benchmark rate;
- If foreign investors are or, in the group of related foreign investors, there are foreign investors who are members of public companies, public funds, they must comply with legal regulations on information disclosure on the securities market;
Regulations laid down in this Point shall not be applied to the situation where the ownership rate has been changed as issuing organizations trade fund certificates or issue more stocks.
dd) Contents of ownership reports and information disclosure shall conform to the form stipulated in Appendix 18, Appendix 19 enclosed herein. Time-related requirements for ownership reports and information disclosure shall comply with legal regulations on information disclosure on the securities market.
Tìm kiếm
Thông tư 123/2015/TT-BTC (Bản Word)