AMENDMENTS TO CIRCULARS ON SECURITIES TRANSACTIONS ON SECURITIES TRADING SYSTEM, CLEARING AND SETTLEMENT OF SECURITIES TRANSACTIONS, OPERATIONS OF SECURITIES COMPANIES, AND DISCLOSURE OF INFORMATION ON SECURITIES MARKET

1. Point a Clause 1 Article 7 is amended as follows:

“a) Investors shall be required to have sufficient funds when placing orders to purchase securities, except the following cases:

- Investors engage in margin trading as prescribed in Article 9 of this Circular;

- Organizations that are established under foreign laws and make investments on the securities market of Vietnam (hereinafter referred to as “foreign institutional investors”) purchase shares under provisions of Article 9a of this Circular”.

2. Article 9a is added following Article 9 as follows:

1. Securities company shall assess settlement risk of each foreign institutional investor to determine the minimum amount of funds that the foreign institutional investor is required to have when placing share purchase orders (if any) under an agreement between the securities company and that foreign institutional investor or its authorized representative.

2. In case a foreign institutional investor fails to make full payment for its purchased shares, the payment obligations which are not yet fulfilled by the foreign institutional investor shall be transferred to the securities company where the foreign institutional investor’s order is placed via its proprietary trading account, except the cases in clause 5 of this Article.

3. The securities company is entitled to transfer the ownership of shares transferred to its proprietary trading account outside the securities trading system as prescribed in point q1 clause 2 Article 6 of the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance of Vietnam prescribing registration, depositing, clearing and settlement of securities transactions, or sell such shares on the securities trading system adopting the put-through method to the foreign institutional investor that failed to make full payment for its purchased shares as prescribed in clause 2 of this Article by the end of the trading day following the day on which such shares are transferred to the proprietary trading account of the securities company, provided that the prescribed maximum limit on foreign investor’s holding of shares of that type shall not be exceeded. Financial gains, losses and other expenses arising from the transactions prescribed in clauses 2 and 3 of this Article shall be settled under the agreement between the securities company and the foreign institutional investor or its authorized representative.

4. Apart from the transactions prescribed in clause 3 of this Article, the securities company shall sell the number of shares transferred to its proprietary trading account on the securities trading system. Financial gains, losses and other expenses arising from the transactions prescribed in clauses 2 and 4 of this Article shall be settled under the agreement between the securities company and the foreign institutional investor or its authorized representative.

5. The custodian bank where the foreign institutional investor’s securities depository account is opened shall assume responsibility to make payment for the transaction for which the foreign institutional investor does not have sufficient funds to pay and relevant costs (if any) in the event that it has provided an inaccurate confirmation of the foreign institutional investor’s deposit balance for the securities company resulting in failure to have sufficient funds for paying for the share purchase transaction.”

“q1) Transfer the ownership of the shares transferred to the proprietary trading account of the securities company as prescribed in clause 2 Article 35a of this Circular to the foreign institutional investor’s account in the event that the put-through transaction on the securities trading system as prescribed in clause 3 Article 9a of the Circular No. 120/2020/TT-BTCfailed as a result of failure to comply with the Stock Exchange’s regulations on price range or minimum trading volume on the date of ownership transfer.”

2. Article 35a is added following Article 35 as follows:

1. A foreign institutional investor that places a share purchase order shall be required to have sufficient funds on its account before the deadline by which the depository member must transfer money to its deposit account opened at a settlement bank to make payment for securities transactions. Clearing and settlement of the share purchase transaction shall comply with regulations of law and regulations adopted by Vietnam Securities Depository and Clearing Corporation (VSDC).

2. If the foreign institutional investor that places a share purchase order does not have sufficient funds for fulfilling its payment obligations as prescribed in clause 2 Article 9a of the Circular No. 120/2020/TT-BTC , VSDC shall transfer the payment obligations which are not yet fulfilled by the foreign institutional investor to the securities company where the foreign institutional investor’s purchase order is placed (via the proprietary trading account of the securities company) on the settlement date on the basis of the following notifications:

a) If the foreign institutional investor’s depository account is opened at the securities company, the securities company shall notify VSDC of the investor’s failure to have sufficient funds to fulfill payment obligations and information on the transaction for which payment obligations are to be transferred to the securities company;

b) If the foreign institutional investor’s depository account is opened at a custodian bank, the custodian bank shall notify of the investor’s failure to have sufficient funds to fulfill payment obligations and the custodian bank’s refusal of settlement.

3. The securities company must ensure sufficient funds for fulfilling payment obligations for the transaction as prescribed in clause 2 of this Article. The securities company that fails to fulfill its obligations as prescribed in clause 2 of this Article shall be liable to penalties imposed in accordance with regulations of law and VSDC’s regulations.”

1. Clause 8 Article 16 is amended as follows:

“8. If a client’s depository account is opened at a depository member that is not a trading member, the trading member and the depository member shall reach an agreement on division of responsibilities according to the rule that the trading member shall assume responsibility to execute the trading order, while the depository member shall assume responsibility to check and verify cash and securities balances of the client, and the depository member, depository member shall ensure settlement of the client’s transactions as prescribed by law.

In case the trading member accepts a share purchase order as prescribed in Article 9a of the Circular No. 120/2020/TT-BTC , by the end of the trading day, the trading member shall notify the depository member where the foreign institutional investor’s depository account is opened of detailed information on the share purchase order placed by the foreign institutional investor exempted from fulfilling the minimum fund requirement as prescribed in Article 9a of the Circular No. 120/2020/TT-BTC for cooperating in carrying out settlement of the transaction in accordance with regulations of the Law on securities and VSDC’s regulations.

2. Clause 9 and Clause 10 are added following Clause 8 Article 16 as follows:

“9. When accepting share purchase orders from foreign institutional investors exempted from fulfilling the minimum fund requirement as prescribed in Article 9a of the Circular No. 120/2020/TT-BTC, the securities company shall:

a) comply with the limit on acceptable share purchase orders as prescribed in clause 10 of this Article;

b) not accept share purchase orders placed by the securities company itself;

c) not accept share purchase orders placed by its parent company. If shares issued by the securities company are held by other subsidiaries of the same parent company as the securities company, the securities company shall not accept share purchase orders placed by these subsidiaries.

10. Each securities company shall be required to determine the limit on acceptable share purchase orders of foreign institutional investors exempted from the minimum fund requirement at the beginning of each trading day, and retain documents and information on such determination. The limit on acceptable share purchase orders is determined as follows:

- The limit on acceptable share purchase orders is the sum of cash equivalents but shall not exceed the difference between twice the equity of the securities company and the outstanding balance on margin loans;

- Cash equivalents include cash in hand; deposits at banks, Government’s debt instruments, and deposit certificates which are not used as collateral for financial obligations; available overdraft limit; payment guarantee limits (if any) issued by domestic and foreign banks; pending proceeds from proprietary trading; advanced amounts of proceeds from sale of listed and registered securities receivable; funds deposited by foreign institutional investors as prescribed in clause 1 Article 9a of the Circular No. 120/2020/TT-BTC to make payment for their share purchase transactions;

- The equity of the securities company shall be determined according to the quarterly financial statements of the nearest period preceding the calculation date. In case the securities company is a parent company, its equity shall be determined according to the consolidated quarterly financial statements, excluding non-controlling interests.”

3. Clause 7 is added following clause 6 Article 28 as follows:

“7. If the investment limit prescribed in clause 4 of this Article is exceeded as a result of the execution by the securities company of the transactions prescribed in clause 2 Article 9a of the Circular No. 120/2020/TT-BTC , the securities company shall not be allowed to accept share purchase orders from foreign institutional investors exempted from the minimum fund requirement until compliance with the investment limit is re-attained, and shall take all necessary measures to achieve the compliance with the investment limit within a maximum period of 01 year.”

1. Article 5 is amended as follows:

1. The language used for disclosing information on securities market shall be Vietnamese. Listed organizations, public companies, Stock Exchanges, and Vietnam Securities Depository and Clearing Corporation (VSDC) shall disclose information in both Vietnamese and English as prescribed in clauses 2 and 3 of this Article. The contents of the English disclosure must match those of the Vietnamese disclosure. In case of any discrepancy in the meaning between the English disclosure and the Vietnamese disclosure, the Vietnamese disclosure shall prevail.

2. Listed organizations and public companies shall disclose information in both Vietnamese and English according to the roadmap below:

a) Listed organizations and large-scale public companies shall disclose periodic information in both Vietnamese and English from January 01, 2025;

b) Listed organizations and large-scale public companies shall disclose ad hoc information, disclose information upon request, and disclose information on other activities of public companies in both Vietnamese and English from January 01, 2026;

c) Public companies other than those mentioned in points a, b of this clause shall disclose periodic information in both Vietnamese and English from January 01, 2027;

d) Public companies other than those mentioned in points a, b of this clause shall disclose ad hoc information, disclose information upon request, and disclose information on other activities of public companies in both Vietnamese and English from January 01, 2028.

3. Stock Exchanges and VSDC shall disclose information in both Vietnamese and English.”

2. Clause 8 is added following clause 7 Article 25 as follows:

“8. In case a foreign institutional investor refuses to re-purchase shares as prescribed in clause 3 Article 9a of the Circular No. 120/2020/TT-BTC , the securities company where the foreign institutional investor’s trading order is placed shall disclose information on the foreign institutional investor's transaction on the media of the State Securities Commission of Vietnam (SSC), Stock Exchanges and VSDC, and on its website using the form in Appendix XVII enclosed herewith within 24 hours from the time when the foreign institutional investor gives its refusal to re-purchase shares as prescribed.”

3. Point a Clause 1 Article 33 is amended as follows:

“a) At least 03 working days before the planned trading date, internal actors and their related parties shall disclose information on their planned transactions using the form in Appendix XIII or Appendix XIV enclosed herewith, unless securities companies that are related parties of internal actors of listed organizations or registered organizations execute transactions as prescribed in clauses 2, 3 Article 9a of the Circular No. 120/2020/TT-BTC .

In case transactions are conducted as prescribed in clause 4 Article 9a of the Circular No. 120/2020/TT-BTC , exemption from information disclosure shall be granted to transactions which are conducted within 4 working days from the day on which shares are transferred to the proprietary account of the securities company.”

4. Clause 8 is added following clause 7 Article 33 as follows:

“8. If the securities company is a related party of an internal actor of a listed organization or registered organization, when the value at par of transactions conducted in a day is VND 50 million or more, or when the value at par of transactions conducted in a month is VND 200 million or more, including transactions involving transfer of ownership outside the securities trading system, the securities company shall disclose information, submit reports to SSC and Stock Exchanges, and give a notice to the listed organization or registered organization using the form in Appendix XVIII enclosed herewith within 24 hours from:

a) its completion of settlement of transactions as prescribed in clause 2 Article 35a of the Circular No. 119/2020/TT-BTC ; or

b) its completion of the sale of shares as prescribed in clauses 3, 4 Article 9a of the Circular No. 120/2020/TT-BTC .”

5. Appendixes XVII and XVIII are added following Appendix XVI.

1. This Circular comes into force from November 02, 2024.

2. VSDC shall carry out clearing and settlement of securities transactions, and manage and use the settlement support fund in accordance with provisions of Article 35a and clause 3 Article 45 of the Circular No. 119/2020/TT-BTC until the central counterparty clearing mechanism officially comes into force.

3. SSC, Vietnam Exchange (VNX), Hanoi Stock Exchange (HNX) and Hochiminh Stock Exchange (HOSE), VSDC, securities companies, depository members and relevant organizations and individuals shall be responsible for implementation of this Circular./.

REPORT ON PAYMENT FOR SHARE PURCHASE TRANSACTIONS OF FOREIGN INSTITUTIONAL INVESTOR EXEMPTED FROM FULFILLING MINIMUM FUND REQUIREMENT
(Enclosed with the Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance of Vietnam)

[Name of the securities company] hereby report on the failure of the foreign institutional investor to re-purchase shares as prescribed in clause 3 Article 9a of the Circular No. 120/2020/TT-BTC as follows:

1. Particulars of the foreign institutional investor

- Name of the investor:

- Country:

- Number of the enterprise registration certificate or another document of equivalent legal effect, date of issue and issuing authority:

- Head office’s address:

- Authorized representative:

- Securities trading account:

- Securities depository account:

2. Date of placing the trading order:

3. Detailed information

RESULTS OF SHARE TRANSACTIONS CONDUCTED BY THE SECURITIES COMPANY THAT IS A RELATED PARTY OF AN INTERNAL ACTOR OF A LISTED OR REGISTERED ORGANIZATION AS PRESCRIBED IN ARTICLE 9A OF THE CIRCULAR NO. 120/2020/TT-BTC
(Enclosed with the Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance of Vietnam)

- Name of the securities company:

- Head office’s address:

- Telephone number: Fax: Email:

- Charter capital:

- Stock symbol:

1. Particulars of the foreign institutional investor that fails to fulfill payment obligations

- Name of the investor:

- Country:

- Number of the enterprise registration certificate, operation license, or another document of equivalent legal effect, date of issue and issuing authority:

- Head office’s address:

- Telephone number: Fax: Email: Website:

2. Name/symbol of traded shares:

3. Number of traded shares:

4. Value at par of completed transactions:

5. Particulars of the internal actor of the listed or registered organization

a) The internal actor is a Vietnamese citizen or an individual of Vietnamese origin and unknown nationality who is residing in Vietnam

- Full name in birth certificate:

- Date of birth:

- Personal identification number:

- Contact telephone: Fax: Email:

- Current position at the listed or registered organization:

- Relationship between the securities company and the internal actor:

- Quantity and percentage of shares held by the internal actor (if any):

b) The internal actor is not the one specified in point a of this section

- Full name (in Passport):

- Passport number:

- Nationality:

- Permanent address:

- Contact telephone: Fax: Email:

- Current position at the listed or registered organization:

- Relationship between the securities company and the internal actor:

- Quantity and percentage of shares held by the internal actor (if any):

6. Quantity and percentage of shares held by the securities company before the transaction is executed:

7. Quantity and percentage of shares held by the securities company after the transaction is executed:

8. Trading period: from [date]………….to [date]………….