CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM

Independence - Freedom - Happiness

CIRCULAR¹

Regulations on the Operations of Securities Companies

Circular No. 121/2020/TT-BTC dated December 31, 2020, of the Minister of Finance on the operations of securities companies, which takes effect from February 15, 2021, is amended and supplemented by:

Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance amending and supplementing some articles of Circulars on securities trading on securities trading systems; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market, which takes effect from November 2, 2024.

Based on the Securities Law No. 54/2019/QH14 dated November 26, 2019;

Based on the Enterprise Law dated June 17, 2020;

Based on Decree No. 155/2020/NĐ-CP dated December 31, 2020, of the Government detailing the implementation of some articles of the Securities Law;

Based on Decree No. 87/2017/NĐ-CP dated July 26, 2017, of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

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

The Minister of Finance issues the Circular on the operations of securities companies.²

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¹ This document is unified from 02 Circulars as follows:

• Circular No. 121/2020/TT-BTC dated December 31, 2020, of the Minister of Finance on the operations of securities companies.
• Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance amending and supplementing some articles of Circulars on securities trading on securities trading systems; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market.

This unified document does not replace the 02 Circulars mentioned above.

² Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance amending and supplementing some articles of Circulars on securities trading on securities trading systems; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market has the following legal basis for issuance:

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Chapter I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Subjects of Application

1. Scope of Regulation

This Circular regulates the operations of securities companies in Vietnam, including:

a) Management and administration of securities companies;

b) Operational activities of securities companies;

c) Financial regulations applicable to securities companies;

d) Reporting regime.

2. Subjects of Application

a) Securities companies;

b) Organizations and individuals related to the operations of securities companies.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Securities company is an enterprise licensed by the State Securities Commission to perform one or several operations as specified in Clause 1 of Article 72, Clauses 1, 2, 3, 4, 5 of Article 86 of the Securities Law.

2. Valid dossier is a dossier containing all required documents as specified in this Circular, with content fully declared according to legal regulations.

3. Working capital is the difference between current assets and current liabilities at the same point in time of calculation.

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“Based on the Securities Law dated November 26, 2019;

Based on Decree No. 155/2020/NĐ-CP dated December 31, 2020, of the Government detailing the implementation of some articles of the Securities Law;

Based on Decree No. 14/2023/NĐ-CP dated April 20, 2023, of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

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

The Minister of Finance issues the Circular amending and supplementing some articles of Circulars on securities trading on securities trading systems; clearing and settlement of securities transactions; operations of securities companies and information disclosure on the securities market.”

4. Lending is a form whereby a securities company transfers or commits to transferring to the recipient or user a sum of money, assets, or securities for a certain period according to an agreement with the principle of repayment of both principal and possibly interest or without interest.

5. Reorganization of a securities company is the division, separation, merger, consolidation, or conversion of the enterprise type and can only be carried out between securities companies.

Chapter II

OPERATIONS OF MANAGEMENT AND ADMINISTRATION OF SECURITIES COMPANIES

Article 3. Principles of Management and Administration Operations of Securities Companies

1. Securities companies must comply with the regulations of the Securities Law, Enterprise Law, Company Charter, and other relevant legal regulations on corporate governance.

2. Securities companies must clearly define the responsibilities among the General Meeting of Shareholders, Members' Council, Owners, Board of Directors, Supervisory Board, and Board of Directors/Management in accordance with the Securities Law, Enterprise Law, and other relevant legal regulations.

3. Securities companies must establish a communication system with shareholders and members to ensure the provision of complete information and fair treatment among shareholders and among members, ensuring the legitimate rights and interests of shareholders and members.

4. Securities companies must establish an internal control system, risk management, and supervision to prevent conflicts of interest within the company and in transactions with related parties.

5. Securities companies must ensure that staff working in operational departments hold securities practice certificates appropriate for the operations performed in accordance with securities law and securities market regulations.

Article 4. Principles of Operational Activities of Securities Companies

When performing operational activities, securities companies must ensure the following principles:

1. Must issue operational procedures for operations.

2. Must issue a code of professional ethics.

3. Securities companies and their employees must not perform investments on behalf of clients, except in the case of entrusted management of individual investor trading accounts as specified in Article 19 of this Circular.

4. Must be honest with clients, must not infringe upon client assets, rights, and other legitimate interests. Must implement separate management of each client's assets, separating client assets from the securities company's assets.

5. Must sign contracts with clients when providing services to clients; provide complete and honest information to clients.

6. Except in cases where the law provides otherwise, when providing services to clients, securities companies must not directly or indirectly perform the following acts:

a) Decide on securities investments on behalf of clients;

b) Agree with clients to share profits or losses;

c) Advertise or declare that the content, effectiveness, or securities analysis methods of their own are of higher value than those of other securities companies;

d) Provide false information to lure or solicit clients to buy or sell a certain type of securities;

d) Provide misleading, fraudulent, or confusing information to clients;

e) Other acts contrary to legal regulations.

7. Implement accounting, auditing, statistical, and financial obligations according to legal regulations.

8. Implement timely, complete, and accurate information disclosure and reporting according to legal regulations.

9. Build an information technology system and backup database to ensure safe and continuous operations.

10. Implement supervision of securities trading according to regulations of the Minister of Finance.

11. Securities companies must establish a specialized department responsible for communicating with clients and resolving client inquiries and complaints.

12. Implement other obligations according to securities law and related laws.

Article 5. Company Charter of Securities Companies

When building the Company Charter, securities companies, in addition to complying with the regulations of this Circular, must follow these principles:

1. The Company Charter of a securities company must not contravene the regulations of the Securities Law and Enterprise Law.

2. Securities companies that are public companies must build their Company Charter based on the regulations of the Securities Law, Enterprise Law, and this Circular. Securities companies must refer to the model Charter applicable to public companies as prescribed by law on corporate governance for public companies when building their Company Charter.

3. Securities companies that are non-public joint stock companies or limited liability companies must ensure their Charter construction is in accordance with the regulations of the Securities Law and Enterprise Law.

4. When building the Company Charter, securities companies must refer to Clauses 2 and 3 of this Article. Additionally, they must specify the following contents in the Company Charter:

a) Operational network;

b) Scope of business operations;

c) Operational principles;

d) Information on the License for establishment and securities business operations;

d) Board of Directors/Members' Council, criteria for members of the Board of Directors/Members' Council;

e) General Director Board (Management Board), criteria for members of the General Director Board (Management Board); Internal Supervisory Board, criteria for members of the Internal Supervisory Board;

g) Audit Committee, criteria for members of the Audit Committee;

h) Prevention of conflicts of interest;

i) Reorganization of securities companies: division, separation, merger, consolidation, or conversion of the type of securities company.

5. Securities companies must publish the entire Company Charter on the official electronic information page of the securities company.

Article 6. Shareholders, Members

1. Shareholders and members contributing capital to securities companies must comply with the provisions at Point c, d, Clause 2, Article 74 of the Securities Law.

2. Shareholders and members contributing capital owning 10% or more of the charter capital of a securities company must not abuse their advantage to harm the rights and interests of the company and other shareholders or members.

3. Shareholders and members contributing capital owning 10% or more of the charter capital of a securities company must fully notify the securities company within 24 hours from the time of receiving information, in the following cases:

a) The number of shares or capital contribution portion is sealed, pledged, or handled according to a court decision;

b) The shareholder or member is an organization deciding to change its name or divide, separate, dissolve, or go bankrupt.

4. Securities companies must report to the State Securities Commission on the cases specified in Clause 3 of this Article within 05 days from the date of receiving the notification from the shareholder or member.

Article 7. General Meeting of Shareholders, Members' Council, Company Owner

1. Securities companies must build internal procedures on the procedures, sequence of convening and voting at the General Meeting of Shareholders, Members' Council meetings, which must be passed by the General Meeting of Shareholders or Members' Council.

2. Securities companies that are joint stock companies must organize the annual General Meeting of Shareholders within 04 months from the end of the fiscal year. In case it is not possible to organize within the above time limit, the securities company must report in writing to the State Securities Commission, stating the reasons clearly, and must organize the annual General Meeting of Shareholders within 02 months thereafter.

3. Securities companies that are public companies must disclose information about the decisions of the General Meeting of Shareholders according to the regulations of securities law and the securities market on information disclosure.

4. Securities companies must report the results of the General Meeting of Shareholders, Members' Council, or Owner meetings, along with resolutions and related documents, to the State Securities Commission within 05 working days from the date of the end of the General Meeting of Shareholders, Members' Council, or Owner meeting.

5. The General Meeting of Shareholders, Members' Council, or Company Owner of a securities company approves the audit organization accepted to audit the Financial Report and the Financial Safety Ratio Report. In the same fiscal year, the securities company must not change the accepted audit organization, except in the case where the parent company changes the accepted audit organization or the accepted audit organization is suspended or has its acceptance status revoked.

Article 8. Board of Directors, Members' Council

1. Members of the Board of Directors, members of the Members' Council of a securities company must not simultaneously be members of the Board of Directors, members of the Members' Council, or General Director (Director) of another securities company.

2. The functions, tasks, and contents of delegation to the Board of Directors, Members' Council, Company Chairman, each member of the Board of Directors, each member of the Members' Council must be specified in the Company Charter.

3. The Board of Directors, Members' Council must build internal procedures on the procedures, sequence of convening and voting at Board of Directors, Members' Council meetings.

4. The Board of Directors, Members' Council must establish departments or appoint persons to perform risk management tasks as specified in Article 11 of this Circular and internal control tasks as specified in Article 12 of this Circular.

Article 9. Supervisory Board, Internal Audit

1. Securities companies operating according to the model specified at Point a, Clause 1, Article 137 of the Enterprise Law must ensure the implementation of the following regulations:

a) The Head of the Supervisory Board of the securities company must not simultaneously be a member of the Supervisory Board or a manager of another securities company;

b) The Supervisory Board must build a control procedure and must be passed by the General Meeting of Shareholders or Members' Council;

c) For a Supervisory Board with 02 or more members, the Supervisory Board must meet at least 02 times in a year. Meeting minutes must be recorded truthfully and completely with the content of the meeting and must be stored according to regulations;

d) When discovering that a member of the Board of Directors, member of the Members' Council, member of the General Director Board (Management Board) violates the law or the Company Charter, leading to infringement of the rights and interests of the company, shareholders, Owner, or clients, the Supervisory Board is responsible for demanding an explanation within a certain period or proposing to convene the General Meeting of Shareholders, Members' Council, or Owner to resolve it. For legal violations, the Supervisory Board must report in writing to the State Securities Commission within 07 working days from the date of discovering the violation.

2. Securities companies operating according to the model specified at Points a, b, Clause 1, Article 137 of the Enterprise Law must ensure implementation according to the functions and tasks of the following regulations:

a) Independent evaluation of the suitability and compliance with legal policies, Charter, decisions of the General Meeting of Shareholders, Owner, Board of Directors, Members' Council;

b) Check, review, and evaluate the adequacy, effectiveness, and validity of the internal control system under the General Director Board (Management Board) to perfect this system;

c) Evaluate the compliance of business operations with internal policies and procedures;

d) Advise on the establishment of internal policies and procedures;

d) Evaluate compliance with legal regulations, control measures to ensure asset safety;

e) Evaluate internal audit through financial information and through the business process;

g) Evaluate the process of identifying, assessing, and managing business risks;

h) Evaluate the effectiveness of activities;

i) Evaluate compliance with commitments in contracts;

k) Implement control of the information technology system;

l) Investigate violations within the securities company;

m) Perform internal audit of the securities company and its subsidiaries.

3. Internal audit activities must ensure the following principles:

a) Independence: the internal audit department is independent of other departments of the securities company, including the executive board; internal audit activities are independent of the operational and business activities of the securities company; staff working in internal audit must not undertake tasks belonging to the object of internal audit, must not hold concurrent positions in operational departments such as brokerage, proprietary trading, analysis, investment advisory, underwriting, risk management;

b) Objectivity: the internal audit department, internal audit staff must ensure objectivity, fairness, and lack of bias in the process of performing their tasks. The securities company must ensure that internal audit is not subject to any interference when performing their tasks correctly;

Internal audit staff must demonstrate objectivity in the process of collecting, evaluating, and conveying information about activities or processes, systems that have been or are being audited. Internal auditors need to provide a fair evaluation of all related issues and not be influenced by personal interest goals or by anyone else when making comments or evaluations;

c) Honesty: internal auditors must perform their work honestly, carefully, and responsibly; comply with the law and perform open work contents according to legal and professional regulations;

d) Confidentiality: staff of the internal audit department must respect the value and ownership rights of received information, must not disclose information without valid authorization except when there is an obligation to disclose information according to legal regulations and internal regulations of the company.

4. Personnel of the internal audit department must meet the following standards:

a) Persons working in this department must not have been penalized with a fine or higher for violations in the fields of securities, banking, or insurance within the 05 years closest to the year of appointment;

b) The Head of the internal audit department must have a professional level in law, accounting, or auditing; Have sufficient experience, reputation, and authority to effectively perform the assigned tasks;

c) Must not be related to heads of specialized departments, persons performing operations, General Director (Director), Deputy General Director (Deputy Director), Branch Director in the securities company;

d) Hold professional certificates on Basic Issues of Securities and Securities Market or Securities Practice Certificate, and professional certificate on Law on Securities and Securities Market;

d) Must not hold concurrent other jobs in the securities company.

Article 10. Management Board

1. The General Director (Director) is the person managing the daily business operations of the securities company, subject to the supervision of the Board of Directors, Members' Council, Company Owner, and is responsible to the Board of Directors, Members' Council, Company Owner, and before the law for the implementation of assigned rights and tasks.

2. The General Director (Director), Deputy General Director (Deputy Director) of a securities company must not simultaneously work for another securities company, fund management company, or enterprise; The General Director (Director) of a securities company must not be a member of the Board of Directors, member of the Members' Council of another securities company.

3. The General Director (Director), Deputy General Director (Deputy Director) in charge of operations must meet the standards specified in Clause 5 of Article 74 of the Securities Law.

4. Securities companies must build working regulations for the General Director Board (Management Board) and must be passed by the Board of Directors, Members' Council, or Company Owner. Working regulations must at least have the following basic contents:

a) Specific responsibilities and tasks of members of the General Director Board (Management Board);

b) Regulations on the sequence, procedures for organizing and participating in meetings;

c) Reporting responsibilities of the General Director Board (Management Board) to the Board of Directors, Members' Council, Company Owner, Supervisory Board.

Article 11. Risk Management

1. The Board of Directors, Members' Council, or Company Owner of a securities company must build a risk management system according to the following principles:

a) The organizational system of risk management must at least specify the following contents:

• Responsibilities of the Board of Directors or Members' Council or Company Owner of the securities company in risk management;
• Responsibilities of the General Director (Director), Supervisory Board, Internal Audit, and internal control system in risk management;
• Responsibilities of the Risk Management Department and heads of operational departments in the securities company in risk management;
• Clear and transparent risk management strategy reflected in long-term risk policies and in specific stages, passed by the Board of Directors or Members' Council or Company Owner;
• Implementation plan through complete policies and procedures;
• Regular management, inspection, and review work by the General Director (Director);
• Issuance and full implementation of risk management policies, procedures, and risk limits, establishing risk management information activities appropriately.

b) The established risk management system must ensure that the securities company has the ability to identify, measure, monitor, report risks, and effectively handle major risks while fully meeting its compliance obligations at all times;

c) The risk management system must be built to ensure that risk management is performed independently, objectively, honestly, and uniformly;

d) The established risk management system must ensure that operational departments and the risk management department are organized separately and independently from each other, and the head of the operational department must not simultaneously head the risk management department and vice versa.

2. Internal procedures and regulations on risk management in securities companies must ensure the following principles:

a) The risk management system in securities companies must operate based on written internal procedures and regulations;

b) Internal procedures and regulations must be presented clearly so that all relevant individuals understand their tasks and responsibilities and can specifically and detailedly describe the related risk management procedures. Securities companies must regularly review and update these internal procedures and regulations;

c) Internal procedures and regulations must ensure that state management agencies, internal audit, internal control, and the supervisory board understand the risk management activities of the company;

d) Internal procedures and regulations on risk management must have at least the following contents:

• Organizational structure and description of functions and tasks, mechanism of delegation of decision-making authority and responsibilities;
• Risk policies, risk limits, procedures for identifying, measuring, monitoring, reporting, exchanging information on risks, and handling risks;
• Rules must ensure compliance with legal regulations.

3. Securities companies must build a system of risk management procedures including contents: identifying risks, measuring risks, monitoring risks, supervising risks, and handling risks.

4. Build contingency plans

a) Securities companies must build contingency plans for emergency situations to ensure continuity in the company's business operations;

b) The General Director (Director) is responsible for building and regularly reviewing contingency plans. Contingency plans must be passed by the Board of Directors or Members' Council or Company Owner.

5. Principles of archiving dossiers, documents

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a) All files, documents, reports, meeting minutes, resolutions of the Board of Directors or Members' Council, or decisions of the Company Owner, risk reports, decisions of the General Director (Director), and other documents related to risk management must be fully stored and ready to be provided to the State management agency upon request;

b) The storage time for the documents specified in Point a, Clause 5 of this Article is implemented according to legal regulations.

Article 12. Internal Control

1. Securities companies must establish an internal control department subordinate to the Board of General Directors (Board of Directors). The internal control system includes the organizational structure, independent and specialized personnel, and procedures.

2. The internal control department subordinate to the Board of General Directors (Board of Directors) has the duty to control compliance:

a) Inspect and supervise compliance with legal regulations, the company charter, decisions of the General Meeting of Shareholders, decisions of the Board of Directors, regulations, operational procedures, risk management procedures of the company, related departments, and securities practitioners in the company;

b) Supervise the implementation of internal regulations, activities with potential conflicts of interest within the company, especially regarding the company's own business activities and employees' personal transactions; supervise the implementation of responsibilities by cadres and employees in the company, and the implementation of responsibilities by partners for authorized activities;

c) Inspect content and supervise the implementation of professional ethics rules;

d) Supervise the calculation and compliance with regulations ensuring financial safety;

d) Segregate customer assets;

e) Custody and storage of customer assets;

g) Control compliance with legal regulations on anti-money laundering;

h) Other contents assigned by the General Director (Director).

3. Securities companies must establish an internal control system including organizational structure, internal procedures, and regulations applied to all positions, units, departments, and company activities to ensure the following objectives:

a) The activities of the securities company comply with the regulations of the Securities Law and related documents;

b) Ensure customer rights;

c) The activities of the securities company are safe and efficient; protect, manage, and use assets and resources safely and efficiently;

d) Financial information and management information are honest, reasonable, complete, and timely; honest in preparing the company's financial reports.

4. Personnel requirements for the internal control department

a) Assign at least 01 staff member for compliance control;

b) The Head of the internal control department must have a professional background in law, accounting, or auditing, have sufficient experience, reputation, and authority to effectively perform assigned tasks;

c) Must not be related to heads of specialized departments, business implementers, General Director (Director), Deputy General Director (Deputy Director), Branch Directors in the securities company;

d) Must hold professional certificates: Basic Issues of Securities and Securities Market or Securities Practitioner Certificate, and professional certificate on Law on Securities and Securities Market;

d) Must not hold concurrent positions in other work in the securities company.

Chapter III OPERATIONS OF SECURITIES COMPANIES Article 13. Responsibilities of securities companies when performing brokerage operations

1. Securities companies must arrange securities practitioners to work in the following positions: a) Advising, explaining contracts, and performing procedures for opening securities trading accounts for customers; b) Advising customers on securities trading; c) Receiving orders, controlling customers' securities trading orders; d) Heads of departments related to securities brokerage operations.

2. Securities companies must comply with regulations on anti-money laundering according to current legal regulations.

3. Data on customer brokerage accounts opened at the securities company must be centrally managed and must have backup storage at another location.

4. Securities companies performing securities brokerage operations must not: a) Give opinions on increasing or decreasing security prices without grounds to lure customers to participate in trading; b) Agree to or offer specific interest rates or share profits or losses with customers to lure customers to participate in trading; c) Directly or indirectly establish fixed locations outside the trading locations approved by the State Securities Commission to sign account opening contracts with customers, receive orders, execute securities trading orders, or settle securities trading transactions with customers, except for online securities trading; d) Receive orders, settle transactions with persons who are not the account holders without written authorization from the account holder; d) Disclose the contents of customers' trading orders or other confidential information obtained when executing transactions for customers, unless for information disclosure or according to inspection, examination requests as prescribed by law; e) Use customers' names or accounts to register, trade securities; g) Infringe upon customers' property, rights, and other interests.

Article 14. Responsibilities of securities companies towards customers when performing brokerage operations

1. Securities companies when performing brokerage operations must comply with legal regulations at Clause 1, 2, 3 of Article 91 of the Securities Law.

2. Securities companies have the obligation to update customer information changes when customers request.

3. Securities companies must sign account opening contracts with customers, directly execute securities trading for customers, and bear legal responsibility for these activities.

4. Securities companies must track in detail the money and securities of each customer, provide information on balances, money and securities transactions to customers when customers request.

5. Securities companies must announce securities trading fees before customers execute transactions, and must announce securities trading fees on the company's electronic information page.

6. Securities companies must establish a specialized department responsible for communication with customers and resolving customer inquiries and complaints.

Article 15. Opening securities trading accounts

1. To execute buy and sell securities transactions for customers, securities companies must perform procedures to open trading accounts for each customer based on the securities trading account opening contract with the customer. The account opening contract must meet current regulations and have minimum contents according to the model specified in Appendix III issued with this Circular.

2. Securities companies have the obligation to explain the contents of the securities trading account opening contract and related procedures when executing securities trading for customers, to understand the customers' financial capacity, risk tolerance, and expected profit returns.

3. The securities trading account opening contract specified in Clause 1 of this Article must not contain the following agreements:

a) Agreements to evade the legal obligations of the securities company without valid reasons;

b) Agreements to limit the scope of compensation of the securities company without valid reasons or transfer risks from the securities company to customers;

c) Agreements forcing customers to perform compensation obligations unfairly;

d) Agreements that unfairly disadvantage customers.

4. Investors opening accounts at securities companies must fill in all information on the account opening contract.

Article 16. Receiving and executing trading orders

1. Securities companies receive customers' trading orders in the following forms: a) Receive direct order slips at the trading counter; b) Receive remote orders via telephone, fax, internet, and other transmission lines.

2. Securities companies may only execute online securities trading according to the regulations at Article 201 of the Decree detailing the implementation of some articles of the Securities Law.

3. In the case of receiving online securities trading orders, via telephone, fax, and other transmission lines, securities companies must comply with: a) The Law on Electronic Transactions and guiding documents; b) Authenticate customers and ensure full information recording at the time of receiving orders, store evidence proving the customer's order placement to be searchable when necessary; c) Ensure the principle of confirmation with customers before entering orders into the trading system; d) Have measures to ensure transmission safety and security and appropriate remedial measures when customers' orders cannot be entered into the trading system due to company errors.

4. Securities companies may only execute customers' orders when the trading orders have complete and accurate information about the customer, trading date, order reception time, security code, method, order type, quantity, and trading price. Customers' trading orders must be recorded by the securities company with the time (date, hour, minute) of order reception at the moment of reception.

5. Securities companies must execute customers' trading orders quickly and accurately.

6. Securities companies when executing payment for customers' buy or sell securities orders must ensure sufficient money and securities according to regulations and must have necessary measures to ensure customers' payment capacity when the trading order is executed.

7. Securities companies must notify customers of the execution results of trading orders immediately after the order is matched according to the method agreed by the customer and the securities company in the contract.

8.³ In the case where customers open custody accounts at custodian members who are not trading members, the trading member and the custodian member must sign

³ This clause is amended and supplemented according to Clause 1, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing

an agreement on responsibilities ensuring the principle that the trading member is responsible for executing trading orders, the custodian member is responsible for checking the balance of customers' money and securities, and the custodian member, trading member ensure payment to customers according to legal regulations.

In the case where the trading member receives buy orders for stocks 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 reporting detailed information on buy orders for stocks not requiring sufficient funds when placing orders by foreign institutional investors specified in Article 9a of Circular No. 120/2020/TT-BTC to the custodian member where the foreign institutional investor opened a custody account to coordinate the execution of securities trading settlement according to securities law regulations and the regulations of the Vietnam Securities Depository and Clearing Corporation.

9.⁴ Securities companies when receiving buy orders for stocks 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 buy orders is determined according to Clause 10 of this Article;

b) Not receive buy orders for stocks from the securities company itself;

c) Not receive buy orders for stocks 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 must not receive buy orders for stocks from those subsidiaries.

10.⁵ Securities companies must determine the limit for receiving buy orders for stocks not requiring sufficient funds from foreign institutional investors at the beginning of the trading day

and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

⁴ This clause is amended and supplemented according to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

⁵ This clause is amended and supplemented according to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

and store documents, information determining this limit. The limit for receiving buy orders for stocks is determined as follows:

• The limit for receiving buy orders for stocks equals the total of items convertible to cash but not exceeding the difference between two times the charter capital of the securities company and the balance of margin trading loans;

• 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; payment guarantee limits (if any) issued by domestic and foreign credit institutions; proceeds from proprietary securities sales pending settlement; advances for listed securities sales; funds from foreign institutional investors specified in Clause 1 of Article 9a of Circular No. 120/2020/TT-BTC to ensure payment capacity for their stock purchase transactions;

• The charter capital of the securities company 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 charter capital is determined based on the consolidated quarterly financial report after excluding non-controlling interests.

Article 17. Management of customer money

1. Securities companies must manage customers' securities trading deposits separately, segregating customer money from the securities company's money.

2. Securities companies must not directly receive and pay cash for customers' securities trading but must execute through commercial banks.

3. Securities companies must not misuse customer money in any form. Transactions related to customer money are only permitted according to legal regulations.

4. Securities companies must build a system to manage customer money separately according to the method stated in Point a of this Clause. Additionally, securities companies may build supplementary systems according to the method stated in Point b of this Clause for customers to choose:

a) Customers of the securities company open accounts directly at commercial banks chosen by the securities company to manage securities trading money. In this method, the customer, securities company, and commercial bank have a contract agreeing on the method of confirming, freezing money balances, and transferring money for customers' securities trading payments. After the customer's buy securities order is matched, the securities company has the right to request the bank where the investor opened the account to transfer money corresponding to the matched order value into the securities trading settlement account opened in the name of the securities company at the commercial bank chosen by the securities company. The securities company has the obligation to act on behalf of the customer to execute securities trading payments with related parties;

b) The securities company opens a specialized account at a commercial bank to manage customers' securities trading deposits. The specialized account must be opened separately and segregated from other accounts of the securities company.

This specialized account only serves customer transactions, specifically:

• Customers deposit, transfer money into the securities trading account;
• Customers withdraw, transfer money out of the securities trading account;
• Customers settle securities trading transactions;
• Customers margin trading, deposit money for stock auctions;
• Customers settle exercising stock purchase rights;
• Other customer settlement cases according to customer requests and complying with legal regulations.

Securities companies are responsible for establishing an accounting system to manage deposits of each investor. Securities companies have the obligation to clearly determine the balance at all times of each customer and provide detailed statements of each customer's money balance at any time according to customer or competent state agency requests.

Securities companies are responsible for ensuring the execution of all customer withdrawal and transfer requests within the scope of the customer's money balance when the customer no longer has obligations to repay the securities company.

Securities companies must not accept customer authorization to execute internal money transfers between accounts of different customers.

5. Securities companies must announce on the electronic information page and at branches, trading offices of the securities company the list of commercial banks chosen for the two methods of managing customers' securities trading money.

6. No later than 03 working days from the date of signing the contract according to Point a and Point b of Clause 4 of this Article, the securities company must report to the State Securities Commission along with a valid copy of the contract between the securities company and the commercial bank.

7. In the case of executing weekly reports, before 16:00 on the second day of each week or the first working day of the week, securities companies with specialized accounts must report to the State Securities Commission the number of customers, the balance of customer money in the specialized account of the securities company opened at the commercial bank according to the model specified in Appendix II issued with this Circular. The reported data is finalized at the end of the working day preceding the reporting day.

Article 18. Management of customer securities

1. For securities already registered for centralized custody: a) Securities companies must manage securities belonging to customers separately from securities belonging to the securities company; b) Securities companies must execute the re-deposit of customers' securities into the Vietnam Securities Depository and Clearing Corporation according to legal regulations on registration, custody, clearing, and settlement of securities trading; c) Securities companies are responsible for timely and fully notifying customers of arising rights related to customers' securities; d) The sending, withdrawal, and transfer of securities are executed according to customer orders and regulations on registration, custody, clearing, and settlement of securities trading.

2. For securities not yet registered for centralized custody, securities companies may register and custody customers' securities at the securities company according to the contract signed with the customer and according to the regulations at Article 21 of this Circular.

Article 19. Entrusted management of trading accounts of individual investors

1. General principles a) Securities companies licensed for securities brokerage operations according to Clause 1 of Article 86 of the Securities Law are allowed to provide services for receiving entrusted management of trading accounts of individual investors; b) The provision of services for investors is executed based on a contract between the securities company and the individual investor; c) Securities companies must not accept entrustment to decide all transactions on the securities trading account on behalf of individual investors. Customers must clearly specify the contents of entrustment according to Clause 2 of this Article; d) Securities allowed for entrusted buy and sell are listed stocks, listed investment fund certificates on the Stock Exchange, excluding securities registered for trading on the trading system of unlisted public companies (UpCom); d) Securities companies designate securities practitioners with financial analysis certificates or fund management certificates to manage entrusted trading accounts. This designation is clearly stated in the contract signed between the company and the individual investor.

2. Scope of entrustment includes the following contents: a) Type of securities traded; b) Maximum volume that can be bought, sold for each type of security; c) Maximum value for each trading order; d) Total maximum trading value for one trading day; d) Trading method, type of trading order.

3. Securities companies are responsible for summarizing information on financial capacity, investment term, investment objectives, acceptable risk level, investment restrictions, investment securities portfolio (if any), and other customer requirements before executing contract signing. In the case where customers do not provide complete information or provide inaccurate information, the securities company has the right to refuse to sign the contract.

4. Entrustment contract a) The term of the entrustment contract is not more than 01 year from the time of contract signing; b) The entrustment contract must minimally have the following contents:

   • Information about the customer;
   • Information about the practitioner assigned to manage the customer's account;
   • Contents of entrustment;
   • Rights and obligations of the parties in the contract;
   • Contract management fees and bonus fees;
   • Payment and contract termination methods;
   • Dispute resolution methods.

5. In the case where the securities company does not execute correctly according to the contract signed with the customer, causing losses to the customer, the securities company is responsible for compensating the entrusted customer according to the written agreement between the two parties; in the case of generating profits, this profit belongs to the entrusted customer.

6. Rights and obligations of the securities company receiving entrustment a) Act honestly and in the best interest of the customer, not use customer information for personal gain and causing harm to the customer; a) All files, documents, reports, meeting minutes, resolutions of the Board of Directors or Members' Council, or decisions of the Company Owner, risk reports, decisions of the General Director (Director), and other documents related to risk management must be fully stored and ready to be provided to the State management agency upon request;

b) The storage time for the documents specified in Point a, Clause 5 of this Article is implemented according to legal regulations.

Article 12. Internal Control

1. Securities companies must establish an internal control department subordinate to the Board of General Directors (Board of Directors). The internal control system includes the organizational structure, independent and specialized personnel, and procedures.

2. The internal control department subordinate to the Board of General Directors (Board of Directors) has the duty to control compliance:

a) Inspect and supervise compliance with legal regulations, the company charter, decisions of the General Meeting of Shareholders, decisions of the Board of Directors, regulations, operational procedures, risk management procedures of the company, related departments, and securities practitioners in the company;

b) Supervise the implementation of internal regulations, activities with potential conflicts of interest within the company, especially regarding the company's own business activities and employees' personal transactions; supervise the implementation of responsibilities by cadres and employees in the company, and the implementation of responsibilities by partners for authorized activities;

c) Inspect content and supervise the implementation of professional ethics rules;

d) Supervise the calculation and compliance with regulations ensuring financial safety;

d) Segregate customer assets;

e) Custody and storage of customer assets;

g) Control compliance with legal regulations on anti-money laundering;

h) Other contents assigned by the General Director (Director).

3. Securities companies must establish an internal control system including organizational structure, internal procedures, and regulations applied to all positions, units, departments, and company activities to ensure the following objectives:

a) The activities of the securities company comply with the regulations of the Securities Law and related documents;

b) Ensure customer rights;

c) The activities of the securities company are safe and efficient; protect, manage, and use assets and resources safely and efficiently;

d) Financial information and management information are honest, reasonable, complete, and timely; honest in preparing the company's financial reports.

4. Personnel requirements for the internal control department

a) Assign at least 01 staff member for compliance control;

b) The Head of the internal control department must have a professional background in law, accounting, or auditing, have sufficient experience, reputation, and authority to effectively perform assigned tasks;

c) Must not be related to heads of specialized departments, business implementers, General Director (Director), Deputy General Director (Deputy Director), Branch Directors in the securities company;

d) Must hold professional certificates: Basic Issues of Securities and Securities Market or Securities Practitioner Certificate, and professional certificate on Law on Securities and Securities Market;

d) Must not hold concurrent positions in other work in the securities company.

Chapter III OPERATIONS OF SECURITIES COMPANIES Article 13. Responsibilities of securities companies when performing brokerage operations

1. Securities companies must arrange securities practitioners to work in the following positions: a) Advising, explaining contracts, and performing procedures for opening securities trading accounts for customers; b) Advising customers on securities trading; c) Receiving orders, controlling customers' securities trading orders; d) Heads of departments related to securities brokerage operations.

2. Securities companies must comply with regulations on anti-money laundering according to current legal regulations.

3. Data on customer brokerage accounts opened at the securities company must be centrally managed and must have backup storage at another location.

4. Securities companies performing securities brokerage operations must not: a) Give opinions on increasing or decreasing security prices without grounds to lure customers to participate in trading; b) Agree to or offer specific interest rates or share profits or losses with customers to lure customers to participate in trading; c) Directly or indirectly establish fixed locations outside the trading locations approved by the State Securities Commission to sign account opening contracts with customers, receive orders, execute securities trading orders, or settle securities trading transactions with customers, except for online securities trading; d) Receive orders, settle transactions with persons who are not the account holders without written authorization from the account holder; d) Disclose the contents of customers' trading orders or other confidential information obtained when executing transactions for customers, unless for information disclosure or according to inspection, examination requests as prescribed by law; e) Use customers' names or accounts to register, trade securities; g) Infringe upon customers' property, rights, and other interests.

Article 14. Responsibilities of securities companies towards customers when performing brokerage operations

1. Securities companies when performing brokerage operations must comply with legal regulations at Clause 1, 2, 3 of Article 91 of the Securities Law.

2. Securities companies have the obligation to update customer information changes when customers request.

3. Securities companies must sign account opening contracts with customers, directly execute securities trading for customers, and bear legal responsibility for these activities.

4. Securities companies must track in detail the money and securities of each customer, provide information on balances, money and securities transactions to customers when customers request.

5. Securities companies must announce securities trading fees before customers execute transactions, and must announce securities trading fees on the company's electronic information page.

6. Securities companies must establish a specialized department responsible for communication with customers and resolving customer inquiries and complaints.

Article 15. Opening securities trading accounts

1. To execute buy and sell securities transactions for customers, securities companies must perform procedures to open trading accounts for each customer based on the securities trading account opening contract with the customer. The account opening contract must meet current regulations and have minimum contents according to the model specified in Appendix III issued with this Circular.

2. Securities companies have the obligation to explain the contents of the securities trading account opening contract and related procedures when executing securities trading for customers, to understand the customers' financial capacity, risk tolerance, and expected profit returns.

3. The securities trading account opening contract specified in Clause 1 of this Article must not contain the following agreements:

a) Agreements to evade the legal obligations of the securities company without valid reasons;

b) Agreements to limit the scope of compensation of the securities company without valid reasons or transfer risks from the securities company to customers;

c) Agreements forcing customers to perform compensation obligations unfairly;

d) Agreements that unfairly disadvantage customers.

4. Investors opening accounts at securities companies must fill in all information on the account opening contract.

Article 16. Receiving and executing trading orders

1. Securities companies receive customers' trading orders in the following forms: a) Receive direct order slips at the trading counter; b) Receive remote orders via telephone, fax, internet, and other transmission lines.

2. Securities companies may only execute online securities trading according to the regulations at Article 201 of the Decree detailing the implementation of some articles of the Securities Law.

3. In the case of receiving online securities trading orders, via telephone, fax, and other transmission lines, securities companies must comply with: a) The Law on Electronic Transactions and guiding documents; b) Authenticate customers and ensure full information recording at the time of receiving orders, store evidence proving the customer's order placement to be searchable when necessary; c) Ensure the principle of confirmation with customers before entering orders into the trading system; d) Have measures to ensure transmission safety and security and appropriate remedial measures when customers' orders cannot be entered into the trading system due to company errors.

4. Securities companies may only execute customers' orders when the trading orders have complete and accurate information about the customer, trading date, order reception time, security code, method, order type, quantity, and trading price. Customers' trading orders must be recorded by the securities company with the time (date, hour, minute) of order reception at the moment of reception.

5. Securities companies must execute customers' trading orders quickly and accurately.

6. Securities companies when executing payment for customers' buy or sell securities orders must ensure sufficient money and securities according to regulations and must have necessary measures to ensure customers' payment capacity when the trading order is executed.

7. Securities companies must notify customers of the execution results of trading orders immediately after the order is matched according to the method agreed by the customer and the securities company in the contract.

8.³ In the case where customers open custody accounts at custodian members who are not trading members, the trading member and the custodian member must sign

³ This clause is amended and supplemented according to Clause 1, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing

an agreement on responsibilities ensuring the principle that the trading member is responsible for executing trading orders, the custodian member is responsible for checking the balance of customers' money and securities, and the custodian member, trading member ensure payment to customers according to legal regulations.

In the case where the trading member receives buy orders for stocks 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 reporting detailed information on buy orders for stocks not requiring sufficient funds when placing orders by foreign institutional investors specified in Article 9a of Circular No. 120/2020/TT-BTC to the custodian member where the foreign institutional investor opened a custody account to coordinate the execution of securities trading settlement according to securities law regulations and the regulations of the Vietnam Securities Depository and Clearing Corporation.

9.⁴ Securities companies when receiving buy orders for stocks 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 buy orders is determined according to Clause 10 of this Article;

b) Not receive buy orders for stocks from the securities company itself;

c) Not receive buy orders for stocks 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 must not receive buy orders for stocks from those subsidiaries.

10.⁵ Securities companies must determine the limit for receiving buy orders for stocks not requiring sufficient funds from foreign institutional investors at the beginning of the trading day

and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

⁴ This clause is amended and supplemented according to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

⁵ This clause is amended and supplemented according to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars on securities trading on the securities trading system; clearing and settlement of securities trading transactions; operations of securities companies and information disclosure on the securities market, effective from November 02, 2024.

and store documents, information determining this limit. The limit for receiving buy orders for stocks is determined as follows:

• The limit for receiving buy orders for stocks equals the total of items convertible to cash but not exceeding the difference between two times the charter capital of the securities company and the balance of margin trading loans;

• 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; payment guarantee limits (if any) issued by domestic and foreign credit institutions; proceeds from proprietary securities sales pending settlement; advances for listed securities sales; funds from foreign institutional investors specified in Clause 1 of Article 9a of Circular No. 120/2020/TT-BTC to ensure payment capacity for their stock purchase transactions;

• The charter capital of the securities company 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 charter capital is determined based on the consolidated quarterly financial report after excluding non-controlling interests.

Article 17. Management of customer money

1. Securities companies must manage customers' securities trading deposits separately, segregating customer money from the securities company's money.

2. Securities companies must not directly receive and pay cash for customers' securities trading but must execute through commercial banks.

3. Securities companies must not misuse customer money in any form. Transactions related to customer money are only permitted according to legal regulations.

4. Securities companies must build a system to manage customer money separately according to the method stated in Point a of this Clause. Additionally, securities companies may build supplementary systems according to the method stated in Point b of this Clause for customers to choose:

a) Customers of the securities company open accounts directly at commercial banks chosen by the securities company to manage securities trading money. In this method, the customer, securities company, and commercial bank have a contract agreeing on the method of confirming, freezing money balances, and transferring money for customers' securities trading payments. After the customer's buy securities order is matched, the securities company has the right to request the bank where the investor opened the account to transfer money corresponding to the matched order value into the securities trading settlement account opened in the name of the securities company at the commercial bank chosen by the securities company. The securities company has the obligation to act on behalf of the customer to execute securities trading payments with related parties;

b) The securities company opens a specialized account at a commercial bank to manage customers' securities trading deposits. The specialized account must be opened separately and segregated from other accounts of the securities company.

This specialized account only serves customer transactions, specifically:

• Customers deposit, transfer money into the securities trading account;
• Customers withdraw, transfer money out of the securities trading account;
• Customers settle securities trading transactions;
• Customers margin trading, deposit money for stock auctions;
• Customers settle exercising stock purchase rights;
• Other customer settlement cases according to customer requests and complying with legal regulations.

Securities companies are responsible for establishing an accounting system to manage deposits of each investor. Securities companies have the obligation to clearly determine the balance at all times of each customer and provide detailed statements of each customer's money balance at any time according to customer or competent state agency requests.

Securities companies are responsible for ensuring the execution of all customer withdrawal and transfer requests within the scope of the customer's money balance when the customer no longer has obligations to repay the securities company.

Securities companies must not accept customer authorization to execute internal money transfers between accounts of different customers.

5. Securities companies must announce on the electronic information page and at branches, trading offices of the securities company the list of commercial banks chosen for the two methods of managing customers' securities trading money.

6. No later than 03 working days from the date of signing the contract according to Point a and Point b of Clause 4 of this Article, the securities company must report to the State Securities Commission along with a valid copy of the contract between the securities company and the commercial bank.

7. In the case of executing weekly reports, before 16:00 on the second day of each week or the first working day of the week, securities companies with specialized accounts must report to the State Securities Commission the number of customers, the balance of customer money in the specialized account of the securities company opened at the commercial bank according to the model specified in Appendix II issued with this Circular. The reported data is finalized at the end of the working day preceding the reporting day.

Article 18. Management of customer securities

1. For securities already registered for centralized custody: a) Securities companies must manage securities belonging to customers separately from securities belonging to the securities company; b) Securities companies must execute the re-deposit of customers' securities into the Vietnam Securities Depository and Clearing Corporation according to legal regulations on registration, custody, clearing, and settlement of securities trading; c) Securities companies are responsible for timely and fully notifying customers of arising rights related to customers' securities; d) The sending, withdrawal, and transfer of securities are executed according to customer orders and regulations on registration, custody, clearing, and settlement of securities trading.

2. For securities not yet registered for centralized custody, securities companies may register and custody customers' securities at the securities company according to the contract signed with the customer and according to the regulations at Article 21 of this Circular.

Article 19. Entrusted management of trading accounts of individual investors

1. General principles a) Securities companies licensed for securities brokerage operations according to Clause 1 of Article 86 of the Securities Law are allowed to provide services for receiving entrusted management of trading accounts of individual investors; b) The provision of services for investors is executed based on a contract between the securities company and the individual investor; c) Securities companies must not accept entrustment to decide all transactions on the securities trading account on behalf of individual investors. Customers must clearly specify the contents of entrustment according to Clause 2 of this Article; d) Securities allowed for entrusted buy and sell are listed stocks, listed investment fund certificates on the Stock Exchange, excluding securities registered for trading on the trading system of unlisted public companies (UpCom); d) Securities companies designate securities practitioners with financial analysis certificates or fund management certificates to manage entrusted trading accounts. This designation is clearly stated in the contract signed between the company and the individual investor.

2. Scope of entrustment includes the following contents: a) Type of securities traded; b) Maximum volume that can be bought, sold for each type of security; c) Maximum value for each trading order; d) Total maximum trading value for one trading day; d) Trading method, type of trading order.

3. Securities companies are responsible for summarizing information on financial capacity, investment term, investment objectives, acceptable risk level, investment restrictions, investment securities portfolio (if any), and other customer requirements before executing contract signing. In the case where customers do not provide complete information or provide inaccurate information, the securities company has the right to refuse to sign the contract.

4. Entrustment contract a) The term of the entrustment contract is not more than 01 year from the time of contract signing; b) The entrustment contract must minimally have the following contents:

   • Information about the customer;
   • Information about the practitioner assigned to manage the customer's account;
   • Contents of entrustment;
   • Rights and obligations of the parties in the contract;
   • Contract management fees and bonus fees;
   • Payment and contract termination methods;
   • Dispute resolution methods.

5. In the case where the securities company does not execute correctly according to the contract signed with the customer, causing losses to the customer, the securities company is responsible for compensating the entrusted customer according to the written agreement between the two parties; in the case of generating profits, this profit belongs to the entrusted customer.

6. Rights and obligations of the securities company receiving entrustment a) Act honestly and in the best interest of the customer, not use customer information for personal gain and causing harm to the customer;