MINISTRY OF FINANCE

NUMBER: 18/2025/TT-BTC

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

Hanoi, April 26, 2025

CIRCULAR

Amending and supplementing certain articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating registration, custody, clearing and settlement of securities transactions, and Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market, which has been amended and supplemented by certain articles according to Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance

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Pursuant to the Securities Law dated November 26, 2019;

Pursuant to the Law amending and supplementing certain articles of the Securities Law, Accounting Law, Independent Audit Law, State Budget Law, Law on Management and Use of Public Assets, Tax Administration Law, Personal Income Tax Law, National Reserve Law, and Law on Handling Administrative Violations dated November 29, 2024;

Pursuant to the Enterprise Law dated June 17, 2020;

Pursuant to the Law amending and supplementing certain articles of the Public Investment Law, Law on Public-Private Partnership Investment, Investment Law, Housing Law, Bidding Law, Electricity Law, Enterprise Law, Special Consumption Tax Law, and Law on Civil Judgment Enforcement dated January 11, 2022;

Pursuant to Government Decree No. 155/2020/NĐ-CP dated December 31, 2020 detailing the implementation of certain articles of the Securities Law;

Pursuant to Government Decree No. 29/2025/NĐ-CP dated February 24, 2025 regulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the request of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular amending and supplementing certain articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating registration, custody, clearing and settlement of securities transactions, and Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market, which has been amended and supplemented by certain articles according to Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance.

# Article 1. Amending and supplementing certain articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating registration, custody, clearing and settlement of securities transactions, which has been amended and supplemented by certain articles according to Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance (hereinafter referred to as Circular No. 119/2020/TT-BTC and Circular No. 68/2024/TT-BTC)

1. Amending and supplementing Clause 8, adding Clause 10a and Clause 10b after Clause 10 of Article 2 as follows:

> “8. Market area refers to separate areas on the clearing and settlement system, established for securities with the same cycle, settlement method, risk management mechanism, members of the Vietnam Securities Depository and Clearing Corporation (VDSC), and settlement banks participating in the clearing and settlement of securities transactions.

> 10a. Securities holder identification information, investor information is information determined based on the registration number for ownership, the date of issuance of the registration number for ownership, and the investor type when the custodian member, issuing organization, or public company registers investor information on the system at the Vietnam Securities Depository and Clearing Corporation. The registration number for ownership is regulated in the operational regulations of the Vietnam Securities Depository and Clearing Corporation.

> 10b. Information about securities holders includes full name, identification information, contact information of the securities holder, securities code, quantity of securities, type of securities held, and securities custody account (if any).”

2. Adding Article 2a after Article 2 as follows:

> “**Article 2a. Principles of Implementation**

> 1. The sending and receiving of electronic documents for business activities between the Vietnam Securities Depository and Clearing Corporation and custodian members, direct account-opening organizations, issuing organizations, and public companies shall be conducted according to the operational regulations of the Vietnam Securities Depository and Clearing Corporation. Electronic documents used in business activities, as defined in the operational regulations of the Vietnam Securities Depository and Clearing Corporation, have legal validity equivalent to paper documents.

> 2. When providing services to customers, members of the Vietnam Securities Depository and Clearing Corporation are responsible for complying with the provisions of the Securities Law, this Circular, relevant laws, and the operational regulations of the Vietnam Securities Depository and Clearing Corporation; evaluating the validity of documents received from customers; performing business activities accurately; ensuring the safety of assets for customers, members of the Vietnam Securities Depository and Clearing Corporation; and storing customer documents and records.”

3. Amending and supplementing point m, adding point q2 after point q1 of Clause 2 of Article 6 as follows:

“m) Transfer of ownership of securities as collateral, rights arising from this collateral (if any) according to the provisions at point c, Clause 1 of Article 23, Clause 2 of Article 40g, Article 40l of this Circular;

q2) Transfer of ownership of shares, rights arising from these shares (if any) from the account of a foreign institutional investor placing an order to buy shares that does not require sufficient funds at the time of order placement to the proprietary trading account of the securities company where the foreign institutional investor places the order, according to the provisions of Clause 7 and Clause 8 of Article 40k of this Circular.”

4. Adding point l after point k of Clause 1 of Article 7 as follows:

“l) Issuing organization converting convertible bonds before the maturity date.”

5. Amending and supplementing Clause 3 of Article 8 as follows:

“3. Securities holders who have deposited securities receive rights and benefits allocated through the Vietnam Securities Depository and Clearing Corporation and the custodian members where the securities holder opens a securities custody account, except for cases where specialized laws provide otherwise, and receive fractional shares generated (if any) at the issuing organization, public company, or organization authorized by the issuing organization or public company. Securities holders who have not deposited securities receive rights and benefits allocated at the issuing organization, public company, or organization authorized by the issuing organization or public company.”

6. Amending and supplementing Article 13 as follows:

**“Article 13. Principles of Securities Custody**

1. Securities custody activities at the Vietnam Securities Depository and Clearing Corporation include: opening and managing securities custody accounts, depositing securities, withdrawing securities, transferring securities outside the securities trading system, and freezing and unfreezing securities.

2. Custodian members perform securities custody activities according to Clause 1 of this Article for customers at the Vietnam Securities Depository and Clearing Corporation according to the principle: customers perform securities custody activities at the custodian member, and the custodian member performs securities custody activities for customers at the Vietnam Securities Depository and Clearing Corporation.

3. Customers sign a contract to open a securities custody account with the custodian member to perform securities custody activities. After opening the custody account according to regulations, the customer sends a request file to perform securities custody activities to the custodian member. The custodian member checks, evaluates, and is responsible for the accuracy of information about the securities holder, the suitability of the customer's request to perform securities custody activities with the provisions of this Circular before sending the request file to perform securities custody activities to the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation performs securities custody activities upon request of the custodian member, direct account-opening organization after the custodian member, direct account-opening organization opens a securities custody account under the correct name of the custodian member, direct account-opening organization at the Vietnam Securities Depository and Clearing Corporation.

5. The Vietnam Securities Depository and Clearing Corporation performs securities custody activities after the information about the securities holder in the file provided by the custodian member, direct account-opening organization, issuing organization, or public company matches the information on the system at the Vietnam Securities Depository and Clearing Corporation.”.

7. Adding Clause 10a after Clause 10 of Article 14 as follows:

“10a. The Vietnam Securities Depository and Clearing Corporation is allowed to open a securities custody account under its own name to handle securities pledged for clearing, securities as collateral for funds that the Vietnam Securities Depository and Clearing Corporation has used to support and guarantee securities transaction settlements, and other cases as prescribed by law.”.

8. Amending and supplementing Clause 3 of Article 20 as follows:

“3. The Vietnam Securities Depository and Clearing Corporation performs securities deposit for securities holders upon request of the issuing organization, public company (representing the securities holder) and the custodian member where the securities holder opens a securities custody account.”.

9. Amending and supplementing Clause 2 of Article 21 as follows:

“2. The withdrawal of securities due to cancellation of securities registration or adjustment of the registered quantity of securities is automatically accounted for by the Vietnam Securities Depository and Clearing Corporation to reduce the quantity of securities in the custodian member's securities custody account after completing the cancellation of securities registration or adjustment of the registered quantity of securities at the Vietnam Securities Depository and Clearing Corporation.”.

10. Adding Chapter IVa after Chapter IV as follows:

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"Chapter IVa
CLEARING AND SETTLEMENT OF SECURITIES TRANSACTIONS BEFORE THE IMPLEMENTATION OF THE CENTRAL COUNTERPARTY MECHANISM

**Article 40a. Organization of clearing and settlement of securities transactions**

1. The Vietnam Securities Depository and Clearing Corporation performs multilateral clearing for securities transactions established on the securities trading system based on transaction results provided by the Stock Exchange.

2. Securities clearing by the Vietnam Securities Depository and Clearing Corporation is performed according to the following principles:
   a) For securities transactions of custodian members and customers of custodian members, clearing is performed by each securities code with the same settlement date and separated by broker account type for domestic investors, broker account type for foreign investors, and proprietary trading account of the custodian member;
   b) For securities transactions of direct account-opening organizations, clearing is performed on the securities custody account of the direct account-opening organization.

3. Custodian members are responsible for freezing the quantity of securities awaiting settlement in their accounts and their customers' accounts to ensure settlement for securities sale transactions established on the securities trading system.

4. Except for cases regulated in Clause 3 of Article 40h of this Circular, the Vietnam Securities Depository and Clearing Corporation performs money clearing according to the following principles:
   a) For securities transactions of custodian members and customers of custodian members, the Vietnam Securities Depository and Clearing Corporation performs money clearing for each custodian member based on netting between the amount received and the amount to be paid for transactions with the same transaction date, same settlement date, and separated by domestic investors, foreign investors, and the custodian member itself;
   b) For securities transactions of direct account-opening organizations, the Vietnam Securities Depository and Clearing Corporation performs money clearing based on netting between the amount received and the amount to be paid for securities transactions with the same transaction date, same settlement date.”

5. Settlement of securities transactions is performed according to the provisions of Clause 2 of Article 63 of the Securities Law.

6. The Vietnam Securities Depository and Clearing Corporation issues regulations guiding the method, time, sequence, and procedures for clearing and settlement of securities transactions established on the securities trading system.

**Article 40b. Settlement of transactions of custodian members, direct account-opening organizations**

1. Custodian members, direct account-opening organizations open settlement money accounts at settlement banks to settle money for securities transactions established on the securities trading system.

2. In cases where investors open securities custody accounts at custodian banks and place transaction orders through securities companies, the settlement of securities transactions is performed by the custodian bank.

3. The custodian member where the investor opens an account is responsible for allocating money and securities to the investor's account immediately after the Vietnam Securities Depository and Clearing Corporation completes securities settlement and the settlement bank completes money settlement.

**Article 40c. Reconciliation and confirmation of transaction results**

1. After receiving transaction results from the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation notifies the list of transactions (after removing transactions belonging to cases regulated in points d, dd, e, g of Clause 1 of Article 40i of this Circular), transactions with unregistered market area account information, short sales of securities, and estimated settlement obligations for custodian members, direct account-opening organizations.

2. Custodian members, direct account-opening organizations are responsible for reconciling detailed transactions between the order information stored at the custodian member, direct account-opening organization and the notification from the Vietnam Securities Depository and Clearing Corporation; notifying the Vietnam Securities Depository and Clearing Corporation of incorrect transaction information, requesting error correction, error handling, removal of settlement (if any), preparing frozen funds according to the provisions of Articles 40d, 40d, 40e, 40i of this Circular and the regulations of the Vietnam Securities Depository and Clearing Corporation.

**Article 40d. Confirmation of money payment capacity and freezing funds to guarantee securities transaction settlement**

1. Confirmation of money payment capacity for securities transactions

a) For securities transactions (excluding transactions buying shares that do not require sufficient funds at the time of order placement by foreign institutional investors): the custodian member, direct account-opening organization is the party paying money and performs confirmation with the Vietnam Securities Depository and Clearing Corporation regarding whether there is sufficient money or not to settle its own payment obligations, its customers' payment obligations (if any);

b) For transactions buying shares that do not require sufficient funds at the time of order placement by foreign institutional investors: the custodian member where the investor opens a securities custody account confirms with the Vietnam Securities Depository and Clearing Corporation regarding whether there is sufficient money or not to settle the investor's payment obligations.

2. In case of confirmation of sufficient money for settlement:

a) Direct account-opening organizations must have sufficient money in their deposit accounts at the settlement bank for the settlement bank to freeze and guarantee settlement for its own securities transactions according to the settlement obligations notified by the Vietnam Securities Depository and Clearing Corporation;

b) Custodian members must have sufficient money in deposit accounts at the settlement bank (for securities companies), in deposit accounts at the custodian bank (for custodian banks) for the settlement bank, custodian bank to freeze and guarantee settlement for its own securities transactions, its customers' securities transactions (separating domestic and foreign customers) according to the settlement obligations notified by the Vietnam Securities Depository and Clearing Corporation.

3. In case of confirmation of insufficient money for settlement:

a) Direct account-opening organizations, securities companies request the settlement bank to freeze the money for buying securities that is available, notify the Vietnam Securities Depository and Clearing Corporation of detailed transaction information lacking money so that the Vietnam Securities Depository and Clearing Corporation removes settlement for these transactions, except for transactions not subject to removal as regulated in Clause 4 of this Article;

b) The custodian bank freezes the money for buying securities that is available, simultaneously determines transactions lacking money for settlement and performs:

- For transactions lacking money of the custodian bank, domestic customers, foreign customers who are not foreign institutional investors buying shares that do not require sufficient funds at the time of order placement, the custodian bank notifies the Vietnam Securities Depository and Clearing Corporation of detailed transaction information lacking money so that the Vietnam Securities Depository and Clearing Corporation removes settlement for these transactions.

- For transactions lacking money of foreign institutional investors buying shares that do not require sufficient funds at the time of order placement, the custodian bank notifies the transaction information lacking money to the securities company, Vietnam Securities Depository and Clearing Corporation so that the securities company requests the settlement bank to freeze money to guarantee settlement for these transactions.

c) In case custodian members, direct account-opening organizations do not send or send incorrect timing of detailed transaction information lacking money for settlement according to the provisions of points a, b of this Clause, the Vietnam Securities Depository and Clearing Corporation self-determines securities purchase transactions to remove settlement according to the principles regulated in the operational regulations of the Vietnam Securities Depository and Clearing Corporation.

4. For transactions lacking money regulated in point a, point b of Clause 3 of this Article are transactions buying shares that do not require sufficient funds at the time of order placement by foreign institutional investors:

a) In case the total value of these transactions lacking money at the securities company does not exceed the difference between the amount contributed to the settlement support fund and the amount of the fund already used but not returned by the securities company, the Vietnam Securities Depository and Clearing Corporation does not remove settlement for these transactions. The securities company is responsible for paying the full amount for these transactions on the settlement date;

b) In case the total value of transactions lacking money at the securities company exceeds the difference between the amount contributed to the settlement support fund and the amount of the fund already used but not returned by the securities company, the Vietnam Securities Depository and Clearing Corporation requires the securities company to provide detailed transaction information lacking money corresponding to the excess amount and performs removal of settlement for transactions according to the principle that the total value of remaining transactions lacking money not removed by investors at securities companies on the same day does not exceed 50 billion VND; the securities company sends notification of transaction information lacking money to be processed first by the Vietnam Securities Depository and Clearing Corporation. In case a securities company has more than one transaction buying shares lacking money, the transaction removed is the transaction established later. The securities company is responsible for paying the full amount for transactions not removed on the settlement date.

c) In case the securities company does not provide or provides detailed transaction information lacking money according to the provisions of point b of this Clause not within the timing regulated in the operational regulations of the Vietnam Securities Depository and Clearing Corporation, the Vietnam Securities Depository and Clearing Corporation self-determines transactions lacking money to remove according to the provisions of point c of Clause 3 of this Article.

5. After the Vietnam Securities Depository and Clearing Corporation completes the removal of settlement for transactions according to the provisions of Clauses 3, 4 of this Article, the freezing of money to guarantee settlement of securities transactions according to the settlement obligations re-determined by the Vietnam Securities Depository and Clearing Corporation is performed according to the provisions of Clause 2 of this Article.

6. The settlement bank, custodian bank is responsible for freezing and sending confirmation notification of frozen money to guarantee settlement of securities transactions to the Vietnam Securities Depository and Clearing Corporation. In case of errors in confirmation of freezing, the settlement bank, custodian bank is responsible for paying on behalf of the securities company, investors and bearing incurred costs (if any).

7. After completing settlement of securities transactions, the securities company is allowed to request the settlement bank to unfreeze the money frozen to guarantee settlement for payment obligations but not used.

8. Direct account-opening organizations, securities companies must sign agreements with the settlement bank to freeze, confirm freezing, unfreeze money according to the provisions of Clauses 2, 3, 7 of this Article.

9. The settlement bank, custodian bank that has performed freezing and confirmed freezing of money according to the provisions of this Article is only allowed to use the frozen money for the purpose of settling securities transactions according to the notification of the Vietnam Securities Depository and Clearing Corporation.

**Article 40d. Post-transaction error correction**

1. The Vietnam Securities Depository and Clearing Corporation performs post-transaction error correction in the following cases:

a) Custodian members that are securities companies perform inaccurate order placement requests from investors regarding the following information: account number, securities code, quantity of securities, order price level, quantity of orders, type of buy/sell order;

b) Securities companies place transaction orders for investors opening custody accounts at custodian banks before receiving confirmation from the custodian bank regarding the investor's money, securities balance or place orders incorrectly compared to the confirmation information from the custodian bank;

c) Custodian banks confirm incorrectly to securities companies regarding information about the investor's money, securities balance opening a custody account at the custodian bank, leading to the investor not having sufficient money, securities to settle securities transactions;

d) The investor's account lacks securities at the time the Vietnam Securities Depository and Clearing Corporation transfers securities from the investor's trading securities account to the investor's securities account awaiting settlement to prepare for settling securities transactions;

d) The investor's transaction has account information not registered in the market area according to the provisions of the operational regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Principles of post-transaction error correction:

Except for cases regulated in Clause 3 of this Article, the Vietnam Securities Depository and Clearing Corporation performs post-transaction error correction by adjusting the erroneous transaction order into the custodian member's proprietary trading order according to the following principles:

a) Performed according to the request of the custodian member for cases regulated in points a, c of Clause 1 of this Article;

b) Performed when the custodian bank refuses to confirm settlement of the investor's securities transaction for cases regulated in point b of Clause 1 of this Article;

c) Performed without requiring a request from the custodian member for cases regulated in points d, dd of Clause 1 of this Article.

3. Custodian members that are custodian banks are allowed to perform error correction through the proprietary trading account of the securities company that the custodian bank has an error correction agreement with.

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4. In the case where a clearing member without proprietary trading business generates post-trade errors, the clearing member is allowed to open a clearing account in its own name for the Vietnam Securities Depository and Clearing Corporation to temporarily account for the quantity of securities that the clearing member receives or must return from the post-trade error correction into that securities clearing account. After receiving the securities from the post-trade error correction, the clearing member is responsible for selling these securities immediately at the next trading session.

5. Responsibilities of relevant parties in post-trade error correction:

a) Relevant parties to the transaction are responsible for errors caused by themselves within the scope of their authority and responsibilities;

b) In the case where an error by a securities company leads to the clearing bank's clients lacking securities or funds for settlement, the clearing bank is permitted to unilaterally refuse to settle the transaction, and the relevant securities company must bear responsibility for settling the erroneous transaction;

c) In the case where an error by the clearing bank leads to investors lacking sufficient funds or securities to settle securities transactions, the relevant clearing bank must bear responsibility for settling the erroneous transaction.

6. Clearing members who become unable to settle due to post-trade error correction are subject to support mechanisms as prescribed in Article 40g of this Circular.

Article 40e. Handling errors in proprietary trading of securities companies

1. In the case where a securities company enters the wrong proprietary account number into the stock exchange's trading system, the Vietnam Securities Depository and Clearing Corporation performs adjustments to the correct proprietary account number of the securities company to execute the transaction settlement.

2. In the case where a securities company enters an erroneous order leading to a lack of securities for settlement, or an ETF fund creation member lacks securities or ETF fund certificates for settlement due to unsuccessful swap transactions according to the regulations on ETF management, the support mechanisms prescribed in Clause 3 of Article 40g of this Circular are applied.

Article 40g. Measures to remedy the situation of inability to settle securities transactions

1. Clearing members unable to settle securities transaction payments are subject to the following payment support mechanisms:

a) Use of the payment support fund as prescribed in Article 40l of this Circular;

b) Use of loans from the settlement bank.

2. In the case where a clearing member uses loans from the settlement bank, the clearing member and the settlement bank may agree to use the securities in the clearing member's clearing account as collateral for the loan. The Vietnam Securities Depository and Clearing Corporation may perform freezing, unfreezing, and transfer of ownership of the securities serving as collateral for the loan based on the request of the clearing member and the settlement bank.

3. Clearing members unable to settle securities due to post-trade error correction or proprietary trading error handling are subject to the following support measures:

a) Use of borrowed securities through the securities lending and borrowing activities of the Vietnam Securities Depository and Clearing Corporation. Securities lending and borrowing are implemented according to the provisions of Article 40 of this Circular;

b) In the case where, by the settlement deadline according to the regulations of the Vietnam Securities Depository and Clearing Corporation, the clearing member still lacks sufficient securities for settlement, the Vietnam Securities Depository and Clearing Corporation performs the separation of the missing quantity of securities to determine the transaction for deferred settlement deadline or cancellation of settlement according to the provisions of Articles 40h and 40i of this Circular. The value of the missing securities is determined based on the closing price of the securities on the trading day immediately preceding the settlement day.

Article 40h. Deferral of settlement deadline

The deferral of the settlement deadline for transactions lacking securities is implemented according to the following principles:

1. The Vietnam Securities Depository and Clearing Corporation performs the deferral of the settlement deadline for the quantity of missing securities determined at the time of settlement, except for the cases prescribed in points i and l of Clause 1 of Article 40i of this Circular.

2. The maximum deferral period is 03 working days from the settlement day.

3. The settlement of transactions with deferred deadlines is implemented according to the netting method with transactions having the next settlement day.

4. Clearing members with transactions subject to deferred settlement deadlines must compensate the related counterpart organizations and individuals at a rate of 5% of the value of the deferred settlement transaction per 01 day of deferral.

Article 40i. Cancellation of settlement of transactions of clearing members

1. Except for securities transactions that have undergone post-trade error correction or proprietary trading error handling, the Vietnam Securities Depository and Clearing Corporation has the right to cancel the settlement of the following securities transactions:

a) Securities sell transactions without available securities in the clearing member's or the clearing member's client's securities trading account (except in the case of guidance from the Ministry of Finance);

b) Securities sell transactions before the time the Vietnam Securities Depository and Clearing Corporation confirms the completion of the securities transaction settlement;

c) Transactions of the clearing member or the clearing member's client executed after the Vietnam Securities Depository and Clearing Corporation notifies the Vietnam Stock Exchange of the suspension of securities transaction settlement activities for that clearing member;

d) Transactions executed for stock codes not yet accepted for netting and settlement on the system at the Vietnam Securities Depository and Clearing Corporation;

d) Transactions with invalid account numbers due to non-existent member registration numbers or account type characters;

e) Transactions with invalid information including: no trading session code; transaction date different from the current date; no buy or sell order confirmation number; price or transaction volume less than or equal to zero; no order confirmation;

g) Transactions with a combination of market code, trading board code, stock code, and order confirmation number identical to a previously received transaction;

h) Transactions subject to cancellation of settlement according to the provisions of Clauses 3 and 4 of Article 40d of this Circular;

i) Transactions lacking securities, where the missing quantity of securities determined on the settlement day are securities currently suspended from trading to transfer to another exchange, or transactions lacking securities where the settlement day is the last registration day to exercise rights leading to a change in the reference price;

k) Transactions with deferred settlement deadlines but lacking sufficient securities for settlement after the deferral period expires;

l) Transactions lacking securities where the missing securities belong to the type of securities not allowed for lending and borrowing according to the regulations of the Vietnam Securities Depository and Clearing Corporation;

m) Securities buy transactions where the Vietnam Securities Depository and Clearing Corporation does not receive confirmation of fund freezing from the settlement bank or the clearing bank according to the provisions of Clauses 2 and 3 of Article 40d of this Circular and the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. For the cases of cancellation prescribed in points a, b, c, h, i, k, l, and m of Clause 1 of this Article, the clearing member with the transaction subject to cancellation of settlement must compensate the related counterpart organizations and individuals at a rate of 20% of the value of the transaction subject to cancellation of settlement (except in the case where the clearing bank has a stock purchase transaction that does not require sufficient funds when placing the order, which is subject to cancellation of settlement because the securities company where the investor placed the order lacks sufficient funds to freeze, and the settlement bank does not send confirmation of freezing according to the provisions of Clauses 4 and 6 of Article 40d of this Circular). In case of illegal acts, the clearing member is subject to handling according to the regulations on administrative penalty handling in the field of securities and securities market.

3. The Vietnam Securities Depository and Clearing Corporation is responsible for notifying the Stock Exchange of transactions subject to cancellation of settlement.

Article 40k. Settlement of stock purchase transactions of foreign institutional investors not requiring sufficient funds when placing orders

1. Foreign institutional investors placing orders for stock purchases not requiring sufficient funds when placing orders must have sufficient funds in their settlement netting deposit accounts before the time the clearing member must have sufficient funds in the clearing member's settlement netting deposit account at the settlement bank to execute the securities transaction settlement. Foreign institutional investors are allowed to place orders for stock purchases not requiring sufficient funds when placing orders for listed and registered stocks, except for stocks

that securities companies are not allowed to receive buy orders according to Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC as amended and supplemented by Clause 2 of Article 3 of Circular No. 68/2024/TT-BTC.

2. In the case where foreign institutional investors do not have sufficient funds in their settlement netting deposit accounts for settlement according to the provisions of Clause 1 of this Article:

a) Securities companies use their own funds to settle the stock purchase transactions on behalf of foreign institutional investors opening securities clearing accounts at the securities company;

b) For foreign institutional investors opening securities clearing accounts at the clearing bank, the clearing bank sends a request to the securities company for the securities company to use its own funds to transfer to the clearing bank's settlement netting deposit account at the settlement bank for settlement on behalf of the investor, and simultaneously notify the Vietnam Securities Depository and Clearing Corporation. Securities companies and settlement banks are responsible for implementing the clearing bank's requests, ensuring completion before the time clearing members must have sufficient funds in their settlement netting deposit accounts at the settlement bank according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

3. The use of own funds by securities companies (including the case of using borrowed funds from the payment support fund within the scope of the securities company's contribution to the fund according to Clause 1 of Article 401 of this Circular) to settle on behalf of investors according to the provisions of Clause 2 of this Article is not considered a lending activity in margin trading at the securities company according to the regulations of securities law.

4. Securities companies must ensure sufficient funds to settle securities transactions according to the provisions of Clause 2 of this Article. Securities companies are subject to handling violations according to legal regulations and the regulations of the Vietnam Securities Depository and Clearing Corporation in the case of failing to ensure the implementation of the obligations prescribed in Clause 2 of this Article.

5. Securities companies are allowed to freeze, unfreeze, or request the clearing bank (in the case where the investor opens a clearing account at the clearing bank) to freeze, unfreeze the quantity of stocks received from the stock purchase transaction lacking funds, corresponding to the amount that the securities company has settled on behalf of the investor according to the provisions of Clause 2 of this Article. The freezing and unfreezing of securities in this case is implemented on the account of the foreign institutional investor lacking funds for the stock purchase transaction.

6. Foreign institutional investors are responsible for confirming the implementation of the payment obligation according to the agreement with the securities company before the time

the end of the afternoon trading session on the day the securities company performs settlement on behalf of the investor according to the provisions of Clause 2 of this Article, and must pay the full amount according to the agreement with the securities company no later than the time the end of the afternoon trading session on the day immediately following the day the securities company performs settlement on behalf. After receiving the full payment amount according to the agreement, the securities company performs unfreezing or requests the clearing bank (in the case where the investor opens a clearing account at the clearing bank) to unfreeze the stocks that have been frozen according to the provisions of Clause 5 of this Article. Losses, profits, and other costs arising from the implementation of this transaction are implemented according to the agreement between the securities company and the foreign institutional investor or the authorized representative of the foreign institutional investor.

7. In the case where the foreign institutional investor does not confirm or confirms not to implement the payment obligation according to the agreement with the securities company within the time limit prescribed in Clause 6 of this Article, the securities company may request the Vietnam Securities Depository and Clearing Corporation to complete the transfer of ownership of the stocks accounted for in the account of the foreign institutional investor that the securities company has settled on behalf, to the proprietary account of the securities company according to the provisions of point q2 of Clause 2 of Article 6 of this Circular on the same day the securities company performed settlement on behalf.

8. In the case where the foreign institutional investor has confirmed the implementation of the payment obligation with the securities company but fails to transfer the money within the time limit prescribed in Clause 6 of this Article, and the investor does not pay the full amount to the securities company, the securities company may request the Vietnam Securities Depository and Clearing Corporation to complete the transfer of ownership of the stocks accounted for in the account of the foreign institutional investor that the securities company has settled on behalf, and the rights arising from these stocks (if any), to the proprietary account of the securities company according to the provisions of point q2 of Clause 2 of Article 6 of this Circular on the day immediately following the day the securities company performed settlement on behalf.

9. Securities companies are allowed to sell stocks on the securities trading system for the stocks received in the proprietary account according to the provisions of Clauses 7 and 8 of this Article. Losses, profits, and other costs arising from the implementation of transactions according to the provisions of this clause are implemented according to the agreement between the securities company and the foreign institutional investor or the authorized representative of the foreign institutional investor.

10. The clearing bank where the foreign institutional investor opens a clearing account is responsible for performing the freezing and unfreezing of stocks, coordinating with the securities company where the foreign institutional investor places the transaction order to complete the transfer of ownership of stocks according to the provisions of Clauses 5, 6, 7, and 8 of this Article.

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11. The netting and settlement of stock purchase transactions of foreign institutional investors prescribed in this Article are implemented according to legal regulations and the regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 401. Use and repayment of funds used from the payment support fund

1. Use of the payment support fund

a) The Vietnam Securities Depository and Clearing Corporation is only allowed to use the payment support fund to support settlement when a clearing member is unable to settle securities transaction payments, pay interest on deposits, distribute interest on the use of the payment support fund to clearing members, and pay account management fees for the payment support fund deposit account to the settlement bank (if any);

b) The Vietnam Securities Depository and Clearing Corporation uses the clearing member's own contribution to the payment support fund to support settlement after deducting the amounts used from the payment support fund that have not been repaid. In the case of insufficiency to cover the settlement obligation and the settlement bank does not lend or lends only a part of the remaining amount, the Vietnam Securities Depository and Clearing Corporation uses the payment support fund contributions of other clearing members to support settlement according to the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation. In the case where the amount of payment support needed to be used from the payment support fund contributions of other clearing members on one settlement day is greater than 50 billion VND, the Vietnam Securities Depository and Clearing Corporation uses the payment support fund contributions of other clearing members to support settlement according to the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation, and simultaneously reports to the State Securities Commission;

c) The Vietnam Securities Depository and Clearing Corporation is allowed to freeze the securities in the proprietary account of the clearing member unable to settle payments, and securities received from transactions lacking funds from investors unable to settle who open clearing accounts at that clearing member (if any), to serve as collateral for the amount used from the contributions of other clearing members. The clearing member unable to settle payments must notify the Vietnam Securities Depository and Clearing Corporation of the information on transactions lacking funds from investors;

d) The freezing, unfreezing, and handling of collateral are implemented according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Repayment of funds used from the payment support fund

a) Except for the case prescribed in point b of this clause, within 01 day from the day the Vietnam Securities Depository and Clearing Corporation uses the payment support fund to settle on behalf of the clearing member unable to settle payments, the clearing member is responsible for repaying the amount used from the payment support fund. The clearing member must pay interest on the use of the payment support fund according to the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation;

b) Clearing members lacking funds for securities transaction settlement due to the adjustment of the consolidated notification of the results of securities transaction payment settlements arising from transactions with deferred settlement deadlines of other clearing members on the settlement day are responsible for repaying the amount used from the payment support fund within 02 working days from the day of using the fund and are not subject to interest on the use of the payment support fund. After the aforementioned period, the clearing member must pay interest on the use of the payment support fund according to the provisions of the regulations of the Vietnam Securities Depository and Clearing Corporation;

c) The Vietnam Securities Depository and Clearing Corporation is allowed to suspend securities transaction settlement activities and request the Stock Exchange to suspend the trading activities of the clearing member in the case where the clearing member does not repay the funds used from the payment support fund on time according to the provisions of point a and point b of this clause;

d) In the case where the clearing member unable to settle payments only repays a part or repays in multiple installments the amount used from the payment support fund, the Vietnam Securities Depository and Clearing Corporation allocates the repaid amount in the following order: pay interest on the use of the payment support fund, repay the amount used from the payment support fund contributions of other clearing members, repay the amount used from the payment support fund contributions of the clearing member unable to settle payments;

d) In the case where the clearing member unable to settle payments does not fully repay the amount used from the payment support fund contributions on time according to the provisions of point a and point b of this clause, the Vietnam Securities Depository and Clearing Corporation is allowed to implement measures to recover the amount used by the clearing member, interest on use, and related costs in the following order:

• Request the settlement bank to withdraw the amount received from the securities sell transactions in the clearing member's proprietary account to the payment support fund account. The settlement bank is responsible for withdrawing and transferring this amount to the payment support fund account according to the request of the Vietnam Securities Depository and Clearing Corporation;

• Transfer the frozen securities serving as collateral according to the provisions of point c of Clause 1 of this Article to the account of the Vietnam Securities Depository and Clearing Corporation for the Vietnam Securities Depository and Clearing Corporation to sell on the securities trading system according to market orders at the time of placing the order (for stocks, fund certificates, covered warrants, corporate bonds), or electronic whole-market negotiated sell orders at the nearest execution price (for debt instruments, privately placed corporate bonds). The amount received from the sale of these securities is not counted as revenue of the Vietnam Securities Depository and Clearing Corporation.

e) The Vietnam Securities Depository and Clearing Corporation opens an account of the Vietnam Securities Depository and Clearing Corporation itself at a securities company meeting the criteria according to the regulations of the Vietnam Securities Depository and Clearing Corporation, and opens a deposit account at the settlement bank to receive, sell frozen securities serving as collateral, and receive, handle the amount received from the sale of securities;

g) Securities at point c of Clause 1 of this Article transferred to the Vietnam Securities Depository and Clearing Corporation are not recognized as assets owned by the Vietnam Securities Depository and Clearing Corporation. During the period of handling the sale of securities in the account of the Vietnam Securities Depository and Clearing Corporation itself at the securities company, the rights and benefits arising from the implementation of rights related to these securities are allocated according to legal regulations. The Vietnam Securities Depository and Clearing Corporation is allowed to continue handling rights and benefits arising from dividends, cash dividends that have been allocated (if any) to recover the amount used, interest on the use of the payment support fund (if any); remaining rights and benefits arising from the implementation of rights after transfer to the account of the Vietnam Securities Depository and Clearing Corporation are returned to the clearing member unable to settle payments, investors unable to settle payments;

h) The amount received according to the provisions of point d of this clause, after covering the costs arising from supporting settlement for the clearing member unable to settle payments, is used in the following order: pay interest on the use of the payment support fund, repay the payment support fund the amount the clearing member unable to settle payments has not yet repaid, repay the remaining amount to the clearing member unable to settle payments (if any);

i) The remaining securities after the Vietnam Securities Depository and Clearing Corporation performs the sale according to the provisions of point d and point g of this clause, and the rights and benefits arising from the securities transferred to the Vietnam Securities Depository and Clearing Corporation (if any) are returned to the clearing member unable to settle payments, investors unable to settle payments after the Vietnam Securities Depository and Clearing Corporation has fully recovered the amount prescribed in point h of this clause.

3. The Vietnam Securities Depository and Clearing Corporation issues regulations guiding the management and use of the payment support fund.”.

4. Replace the phrase “securities transfer” with the phrase “securities transfer and rights arising therewith (if any)” in Clause 2 of Article 22; replace the phrase “system” with the phrase “operation” in Article 40.

5. Abolish Clause 2 of Article 16.

Article 2. Amendment and supplementation of some articles, Appendices of Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of the Ministry of Finance

guiding information disclosure on the securities market as amended and supplemented by some articles according to Circular No. 68/2024/TT-BTC (hereinafter referred to as Circular No. 96/2020/TT-BTC)

1. Amend and supplement Clause 8 of Article 25 as follows:

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"8. In the case where a foreign investor is an organization that does not pay for the purchase of shares to the securities company as prescribed in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC, the securities company where the foreign investor is an organization executes the trading order must disclose information on the information disclosure media of the State Securities Commission, the stock exchange, and the Vietnam Securities Depository and Clearing Corporation, simultaneously disclosing information on the electronic website of the securities company regarding the trading of the foreign investor organization according to the model prescribed in Appendix XVII issued together with this Circular within 24 hours from the time the foreign investor organization is required to pay money to the securities company as prescribed in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC."

2. Amending and supplementing point a, Clause 1, Article 33 as follows:

"a) At least 03 working days before the expected date of transaction execution, insiders and related parties must disclose information about the expected transaction according to the model prescribed in Appendix XIII or Appendix XIV issued together with this Circular, except in the case where the securities company is a related party of an insider of a listed organization or a registered trading organization when implementing the transfer of ownership according to point q2, Clause 2, Article 6 of Circular No. 119/2020/TT-BTC.

In the case where the securities company sells shares on the securities trading system for the number of shares received into its proprietary trading account as prescribed in Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC, the exemption from information disclosure applies to transactions executed within 04 working days from the date the shares are received into the proprietary trading account of the securities company as prescribed in Clause 7, Clause 8 of Article 40k of Circular No. 119/2020/TT-BTC."

3. Amending and supplementing Clause 8, Article 33 as follows:

"8. In the case where the securities company is a related party of an insider of a listed organization or a registered trading organization, the securities company must disclose information and report to the State Securities Commission, the stock exchange, and notify the listed organization or registered trading organization when the transaction value in a day is from 50 million VND upwards or the transaction value in each month is from 200 million VND upwards calculated by face value, including the case of transfer of ownership outside the securities trading system according to the model prescribed in Appendix XVIII issued together with Circular No. 96/2020/TT-BTC within 24 hours from the following times:"

a) Completion of the transfer of ownership to the proprietary trading account of the securities company as prescribed in Clauses 7, 8 of Article 40k of Circular No. 119/2020/TT-BTC;

b) The securities company completes the sale of shares as prescribed in Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC."

4. Amending and supplementing point c, Clause 1, Article 37 as follows:

"Offering prices for purchase and sale with corresponding volumes of each type of security:

• The three best expected remaining purchase and sale offering prices after order matching, along with the expected remaining purchase and sale volumes after order matching corresponding to those prices in the periodic matching session.

• The three best purchase and sale offering prices along with the corresponding purchase and sale volumes for those prices in the continuous matching session."

5. Amending Appendix XVII issued together with Circular No. 96/2020/TT-BTC.

Article 3. Implementation Provisions

1. This Circular takes effect from May 5, 2025.

2. This Circular replaces certain provisions in Article 9a of Circular No. 120/2020/TT-BTC amended and supplemented at Clause 2, Article 1 of Circular No. 68/2024/TT-BTC as follows:

a) Clause 2, Clause 5 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clause 2 of Article 40k of Circular No. 119/2020/TT-BTC supplemented at Clause 10, Article 1 of this Circular;

b) Clause 3, Clause 4 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clauses 7, 8, 9 of Article 40k of Circular No. 119/2020/TT-BTC supplemented at Clause 10, Article 1 of this Circular.

3. Repealing certain provisions of Circular No. 68/2024/TT-BTC as follows:

a) Repealing Clauses 2, 3, 4 of Article 4, Article 2 of Circular No. 68/2024/TT-BTC;

b) Repealing Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC regarding provisions on clearing and settlement of securities transactions and provisions on the use and return of funds used from the payment support fund which have been replaced at Article 40l of Circular No. 119/2020/TT-BTC supplemented at Clause 10, Article 1 of this Circular. Other contents regarding the management and use of the payment support fund not prescribed in Article 40l of this Circular continue to be implemented according to Clause 2, Article 5 of Circular No. 68/2024/TT-BTC until the central counterparty clearing mechanism is officially deployed.