MINISTRY OF FINANCE

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

No.: 68/2024/TT-BTC
Hanoi, September 18, 2024

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CIRCULAR

Amending and supplementing certain articles of Circulars regulating securities trading on the securities trading system; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market

Pursuant to the Securities Law dated November 26, 2019; 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. 14/2023/NĐ-CP dated April 20, 2023, 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 Circulars regulating securities trading on the securities trading system; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market.

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Article 1. Amending and supplementing certain articles of Circular No. 120/2020/TT-BTC dated December 31, 2020, of the Minister of Finance regulating the trading of listed stocks, registered trading stocks, fund certificates, corporate bonds, and listed covered warrants on the securities trading system (hereinafter referred to as Circular No. 120/2020/TT-BTC)

1. Amend and supplement point a, Clause 1, Article 7 as follows:

“a) Investors must have sufficient funds when placing buy orders for securities, except in the following cases:

• Investors trading on margin according to the provisions of Article 9 of this Circular;
• Organizations established under the laws of foreign countries participating in investment on the Vietnamese securities market (hereinafter referred to as foreign institutional investors) purchasing stocks without requiring sufficient funds when placing orders according to the provisions of Article 9a of this Circular.”

2. Supplement Article 9a after Article 9 as follows:

“Article 9a. Purchase of stocks by foreign institutional investors not requiring sufficient funds when placing orders

1. Securities companies shall assess the settlement risk of foreign institutional investors to determine the amount of funds required when placing stock buy orders (if any) according to the agreement between the securities company and the foreign institutional investor or their authorized representative.

2. In the event that a foreign institutional investor fails to pay sufficient funds for a stock purchase transaction, the obligation to pay the shortfall for the transaction shall be transferred to the securities company where the foreign institutional investor placed the order through its proprietary trading account, except for the case specified in Clause 5 of this Article.

3. Securities companies may transfer ownership of stocks outside the securities trading system according to the provisions of point q1, Clause 2, Article 6 of Circular No. 119/2020/TT-BTC dated December 31, 2020, of the Minister of Finance regulating registration, depository, clearing, and settlement of securities transactions, or sell via agreement on the securities trading system for the number of stocks transferred to their proprietary trading account to the foreign institutional investor who failed to pay for the stock purchase transaction according to Clause 2 of this Article, no later than the next trading day after the stocks are credited to the securities company’s proprietary trading account, ensuring that the maximum ownership limit for foreign investors as prescribed by law for such stocks is not exceeded. Losses, profits, and other costs arising from transactions implemented according to Clauses 2 and 3 of this Article shall be handled according to the agreement between the securities company and the foreign institutional investor or their authorized representative.

4. Except for transactions specified in Clause 3 of this Article, securities companies shall sell stocks on the securities trading system for the number of stocks transferred to their proprietary trading account. Losses, profits, and other costs arising from transactions implemented according to Clauses 2 and 4 of this Article shall be handled according to the agreement between the securities company and the foreign institutional investor or their authorized representative.

5. The custodian bank where the foreign institutional investor opened a securities depository account shall be responsible for settling the transaction shortfall and any associated costs (if any) in the case of incorrect confirmation of the foreign institutional investor’s deposit balance with the securities company, leading to a shortfall in payment for the stock purchase transaction.”

Article 2. Amending and supplementing certain articles of Circular No. 119/2020/TT-BTC dated December 31, 2020, of the Minister of Finance regulating registration, depository, clearing, and settlement of securities transactions (hereinafter referred to as Circular No. 119/2020/TT-BTC)

1. Supplement point q1 after point q, Clause 2, Article 6 as follows:

“q1) Transfer ownership of the number of stocks transferred to the securities company’s proprietary trading account specified in Clause 2, Article 35a of this Circular to the account of the foreign institutional investor in the case where the sale via agreement on the securities trading system according to Clause 3, Article 9a of Circular No. 120/2020/TT-BTC cannot be implemented due to the transfer price being outside the price band or the stock volume not meeting the minimum trading volume requirement of the Stock Exchange on the day of implementing the ownership transfer.”

2. Supplement Article 35a after Article 35 as follows:

“Article 35a. Settlement of stock purchase transactions by foreign institutional investors specified in Article 9a of Circular No. 120/2020/TT-BTC

1. Foreign institutional investors placing stock buy orders must have sufficient funds in their accounts before the time the depository member must transfer funds into the depository member’s deposit account at the payment bank to settle the securities transaction. Clearing and settlement of stock purchase transactions shall be implemented according to legal provisions and the regulations of the Vietnam Securities Depository and Clearing Corporation (VDSC).

2. In the case where a foreign institutional investor places a stock buy order with insufficient funds for payment according to Clause 2, Article 9a of Circular No. 120/2020/TT-BTC, the Vietnam Securities Depository and Clearing Corporation (VDSC) shall transfer the obligation to pay the shortfall for the stock purchase transaction of the foreign institutional investor into the obligation of the securities company where the foreign institutional investor placed the buy order (through the securities company’s proprietary trading account) on the settlement day, based on the following notifications:

a) In the case where the foreign institutional investor opens a depository account at the securities company, the securities company shall notify the Vietnam Securities Depository and Clearing Corporation (VDSC) of the foreign institutional investor’s shortfall in payment for the stock purchase transaction and the transaction information requesting the transfer of the payment obligation to the securities company;

b) In the case where the foreign institutional investor opens a depository account at the custodian bank, the custodian bank shall notify the Vietnam Securities Depository and Clearing Corporation (VDSC) of the foreign institutional investor’s shortfall in payment for the stock purchase transaction and refuse to settle the shortfall transaction.

3. Securities companies must ensure sufficient funds to settle transactions according to Clause 2 of this Article. Securities companies shall be penalized according to legal provisions and the regulations of the Vietnam Securities Depository and Clearing Corporation (VDSC) in the case of failing to ensure the implementation of the obligations specified in Clause 2 of this Article.”

Article 3. Amending and supplementing certain articles of Circular No. 121/2020/TT-BTC dated December 31, 2020, of the Minister of Finance regulating the operations of securities companies

1. Amend Clause 8, Article 16 as follows:

“8. In the case where a customer opens a depository account at a depository member who is not a trading member, the trading member and the depository member must sign an agreement on responsibilities ensuring the principle that the trading member is responsible for executing trading orders, the depository member is responsible for checking the customer’s and depository member’s fund and securities balances, and the depository member and trading member ensure payment to the customer according to legal provisions.

In the case where the trading member receives a stock buy order not requiring sufficient funds according to Article 9a of Circular No. 120/2020/TT-BTC, at the end of the trading day, that trading member is responsible for notifying detailed information about the stock buy order not requiring sufficient funds when placing orders by the foreign institutional investor specified in Article 9a of Circular No. 120/2020/TT-BTC to the depository member where the foreign institutional investor opened the depository account to coordinate the implementation of securities transaction settlement according to securities law provisions and the regulations of the Vietnam Securities Depository and Clearing Corporation (VDSC).”

2. Supplement Clauses 9 and 10 after Clause 8, Article 16 as follows:

“9. Securities companies receiving stock buy orders not requiring sufficient funds from foreign institutional investors according to Article 9a of Circular No. 120/2020/TT-BTC must comply with:

a) The limit for receiving stock buy orders determined according to Clause 10 of this Article;

b) Not receiving stock buy orders from the securities company itself;

c) Not receiving stock buy orders from the parent company of the securities company. In the case where subsidiaries of the same parent company of the securities company own stocks of that securities company, the securities company shall not receive stock buy orders from those subsidiaries.

10. Securities companies must determine the limit for receiving stock buy orders not requiring sufficient funds from foreign institutional investors at the beginning of the trading day and retain documents and information determining this limit. The limit for receiving stock buy orders is determined as follows:

• The limit for receiving stock buy orders equals the total amount of items convertible to cash but shall not exceed the difference between two times the securities company’s equity and the balance of margin lending for securities trading;

• Items convertible to cash include cash on hand; bank deposits, government debt instruments, unused deposit certificates not used to secure financial obligations; available overdraft limits; available payment guarantee limits (if any) granted by domestic and foreign credit institutions; proceeds from proprietary securities sales pending settlement; advances for the sale of listed and registered trading stocks; funds of foreign institutional investors specified in Clause 1, Article 9a of Circular No. 120/2020/TT-BTC to ensure payment capacity for their stock purchase transactions;

• The securities company’s equity is determined based on the quarterly financial report prepared in the period closest to the calculation time. In the case where the securities company is a parent company, the equity is determined based on the consolidated quarterly financial report after excluding non-controlling interests.”

3. Supplement Clause 7 after Clause 6, Article 28 as follows:

“7. In the case where a securities company implements according to Clause 2, Article 9a of Circular No. 120/2020/TT-BTC leading to exceeding the investment limit specified in Clause 4 of this Article, the securities company shall not continue to receive stock buy orders not requiring sufficient funds from foreign institutional investors until the investment limit is met and must apply necessary measures within a maximum period of 01 year to comply with the investment limit.”

Article 4. Amending and supplementing certain articles of Circular No. 96/2020/TT-BTC dated November 16, 2020, of the Minister of Finance guiding information disclosure on the securities market

1. Amend and supplement Article 5 as follows:

“Article 5. Language of information disclosure on the securities market

1. The language for information disclosure on the securities market is Vietnamese. Listed organizations, public companies, Stock Exchanges, and the Vietnam Securities Depository and Clearing Corporation (VDSC) shall implement simultaneous information disclosure in English according to the provisions of Clauses 2 and 3 of this Article. Information disclosed in English must ensure consistency with the content of information disclosed in Vietnamese. In the case of differences or different interpretations between information in Vietnamese and English, the information in Vietnamese shall apply.

2. Listed organizations and public companies shall implement simultaneous information disclosure in English according to the following schedule:

a) Large-scale listed organizations and public companies shall disclose periodic information simultaneously in English starting from January 01, 2025;

b) Large-scale listed organizations and public companies shall disclose abnormal information, information requested by authorities, and information about other activities of public companies simultaneously in English starting from January 01, 2026;

c) Public companies not falling under the subjects specified in points a and b of this Clause shall disclose periodic information simultaneously in English starting from January 01, 2027;

d) Public companies not falling under the subjects specified in points a and b of this Clause shall disclose abnormal information, information requested by authorities, and information about other activities of public companies simultaneously in English starting from January 01, 2028.

3. Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation (VDSC) shall disclose information in Vietnamese and English.”

4. Supplement Clause 8 after Clause 7, Article 25 as follows:

“8. In the case where a foreign institutional investor fails to implement the repurchase of stocks according to Clause 3, Article 9a of Circular No. 120/2020/TT-BTC, the securities company where the foreign institutional investor placed the trading order must disclose information on the information disclosure media of the State Securities Commission, Stock Exchanges, and the Vietnam Securities Depository and Clearing Corporation (VDSC) and simultaneously disclose information on the electronic website of the securities company regarding the transaction of the foreign institutional investor according to the model specified in Appendix XVII issued together with this Circular within 24 hours from the time the foreign institutional investor fails to implement the repurchase of stocks according to the provisions.”

3. Amend and supplement point a, Clause 1, Article 33 as follows:

“a) At least 03 working days before the expected implementation date, insiders and related persons must disclose information about the expected transaction according to the model specified in Appendix XIII or Appendix XIV issued together with this Circular, except in the case where the securities company is a related person of an insider of a listed organization or registered trading organization when implementing transactions according to Clauses 2 and 3, Article 9a of Circular No. 120/2020/TT-BTC.

In the case of implementing transactions according to Clause 4, Article 9a of Circular No. 120/2020/TT-BTC, the exemption from information disclosure applies to transactions implemented within 4 working days from the day the stocks are credited to the securities company’s proprietary trading account.”

4. Supplement Clause 8 after Clause 7, Article 33 as follows:

“8. In the case where a securities company is a related person of an insider of a listed organization or registered trading organization, the securities company must disclose information and report to the State Securities Commission, Stock Exchanges, 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 par value, including the case of transferring ownership outside the securities trading system according to the model specified in Appendix XVIII issued together with this Circular within 24 hours from the following times:

a) Completion of transaction settlement according to Clause 2, Article 35a of Circular No. 119/2020/TT-BTC;

b) Completion of stock sales according to Clauses 3 and 4, Article 9a of Circular No. 120/2020/TT-BTC.”

5. Supplement Appendix XVII and Appendix XVIII after Appendix XVI.

Article 5. Implementation Provisions

1. This Circular takes effect from November 02, 2024.

2. The Vietnam Securities Depository and Clearing Corporation (VDSC) shall implement clearing and settlement of securities transactions and manage, use the payment support fund according to the provisions of Article 35a and Clause 3, Article 45 of Circular No. 119/2020/TT-BTC until the clearing and settlement of securities transactions according to the central counterparty mechanism is officially implemented.

3. The State Securities Commission, Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange, Vietnam Securities Depository and Clearing Corporation (VDSC), securities companies, depository members, and other relevant organizations and individuals are responsible for implementing this Circular.

For whom it may concern:

• Central Secretariat of the Communist Party of Vietnam;
• Prime Minister, Deputy Prime Ministers;
• Central Secretariat Office and Party Committees;
• General Secretary’s Office;
• Government Office;
• National Assembly Office;
• President’s Office;
• Vietnam Fatherland Front Central Committee;
• National Council and Committees of the National Assembly;
• Ministries, ministerial-level agencies, and agencies under the Government;
• Supreme People’s Court;
• Supreme People’s Procuracy;
• State Audit Office;
• Central Committees of mass organizations;
• People’s Councils and People’s Committees of provinces and centrally-run cities;
• Department of Legal Document Inspection (Ministry of Justice);
• Vietnam Chamber of Commerce and Industry;
• Official Gazette;
• Government Electronic Portal;
• Ministry of Finance Electronic Portal;
• State Securities Commission Electronic Portal;
• File: VT, UBCK (50b).

CHIEF MINISTER
DEPUTY MINISTER

Nguyen Duc Chi

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Appendix XVII

REPORT ON SETTLEMENT OF STOCK PURCHASE TRANSACTIONS BY FOREIGN INSTITUTIONAL INVESTORS NOT REQUIRING SUFFICIENT FUNDS WHEN PLACING ORDERS (Attached to Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance)

NAME OF SECURITIES COMPANY	SOCIALIST REPUBLIC OF VIETNAM
	Independence - Freedom - Happiness

No.: .../BC-
..., day...month...year...

REPORT

On the settlement of stock purchase transactions by foreign institutional investors not requiring sufficient funds when placing orders

To:

• State Securities Commission;
• Stock Exchange...;
• Vietnam Securities Depository and Clearing Corporation (VDSC).

Securities company ...... reports on the case where the foreign institutional investor fails to implement the repurchase of stocks according to Clause 3, Article 9a of Circular No. 120/2020/TT-BTC as follows:

1. Information about the foreign institutional investor

   • Organization name:
   • Country:
   • Business Registration Certificate number or equivalent legal documents, date of issue, place of issue:
   • Head office address:
   • Authorized representative:
   • Securities trading account:
   • Securities depository account:

2. Date of placing the trading order:

3. Detailed information

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STT	Stock Code	Detailed Information
		Total number of matched stocks:<br>... (stocks)	Total value of matched stocks:<br>... (million VND)
		- Part paid by investor	- Part paid by securities company	- Part unpaid	- Part paid by investor	- Part paid by securities company	- Part unpaid
1

Data as of the next trading day after the settlement day according to the regulations of the Vietnam Securities Depository and Clearing Corporation (VDSC) for transactions placed on the date stated in item 2.

PREPARED BY
(Sign, clearly state full name)

HEAD OF INTERNAL CONTROL DEPARTMENT
(Sign, clearly state full name)

(GENERAL) DIRECTOR
(Sign, clearly state full name, affix seal)

Appendix XVIII

RESULTS OF STOCK TRANSACTIONS BY SECURITIES COMPANIES AS RELATED PERSONS OF INSIDERS OF LISTED ORGANIZATIONS OR REGISTERED TRADING ORGANIZATIONS WHEN IMPLEMENTING ACCORDING TO ARTICLE 9A OF CIRCULAR NO. 120/2020/TT-BTC

(Attached to Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance)

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NAME OF SECURITIES COMPANY

No.: .... /BC-....

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

..., day... month... year...

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REPORT

Results of stock transactions by securities companies as related persons of insiders of listed organizations or registered trading organizations when implementing according to Article 9a of Circular No. 120/2020/TT-BTC

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To:

• State Securities Commission;
• Stock Exchange...

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• Name of securities company:
• Head office address:
• Phone: Fax: Email:
• Charter capital:
• Stock code:

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1. Information about the foreign institutional investor failing to implement payment obligations

   • Organization name:
   • Country:
   • Business Registration Certificate, Operation License, or equivalent legal documents, date of issue, place of issue:
     • Head office address:
     • Phone: Fax: Email: Website:

2. Stock name/stock code traded:

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3. Number of stocks traded:

4. Value of transactions implemented (calculated by par value):

5. Information about the insider of the listed organization or registered trading organization

   a) Insider is a Vietnamese citizen, Vietnamese-origin person without determined nationality residing in Vietnam

   • Full name:
   • Date of birth:
   • Personal ID number:
   • Contact phone: Fax: Email:
   • Current position at the listed organization or registered trading organization:
   • Relationship between the securities company and the insider:
   • Number and percentage of stocks held by the insider (if any):

   b) Insider is not the subject mentioned in point a of this item

   • Name (according to Passport):
   • Passport number:
   • Nationality:
   • Permanent address:
   • Contact phone: Fax: Email:
   • Current position at the listed organization or registered trading organization:
   • Relationship between the securities company and the insider:
   • Number and percentage of stocks held by the insider (if any):

6. Number and percentage of stocks held by the securities company before implementing the transaction:

7. Number and percentage of stocks held by the securities company after implementing the transaction:

8. Time of implementing the transaction: from day.... to day ....

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For whom it may concern:

• As above,
• Listed organization, registered trading organization;
• File: VT, ......

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CONFIRMATION BY THE LEGAL REPRESENTATIVE OF THE COMPANY

(Sign, clearly state full name, affix seal)