Circular No. 05/2015/TT-BTC guiding the activities of securities registration, custody, netting, and settlement transactions on the Vietnamese securities market.

CIRCULAR

Guidelines for securities registration, custody, netting, and settlement activities

and securities transaction settlement

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law;

Pursuant to Decree No. 215/2013/NĐ-CP dated December 23, 2013, promulgated by the Government stipulating 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 this Circular guiding securities registration, custody, netting, and settlement activities.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular stipulates securities registration, custody, netting, and settlement activities on the Vietnamese securities market.

2. The objects subject to this Circular include: Vietnam Securities Depository (hereinafter referred to as VSD), custodian members, direct account opening organizations, issuers, payment banks, and customers engaging in securities registration, custody, and transaction settlements.

Article 2. Interpretation of Terms

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

1Certificate securities are securities issued in the form of physical certificates. Information on the lawful ownership of the security holder is recorded on the security certificate.

2. Book-entry securities are securities issued in the form of book entries or electronic data. Information on the lawful ownership of the book-entry security holder is recorded in the securities owner registration book.

3. Securities owner registration book (or securities registration book) is a record of information about the security holder established by the issuer when submitting a securities registration application to VSD and a book established by VSD when managing registered securities.

4. Security holder is the person named in the securities owner registration book at VSD.

5. Certificate of Ownership/Ownership Book of Securities is a document issued by the issuer or an organization authorized by the issuer to issue such a document to the book-entry security holder to confirm the information on the ownership of securities at a specific point in time.

6. Final Registration Date is the day on which VSD establishes the list of security holders entitled to rights in accordance with the law.

7. Depository member is a securities company or commercial bank operating in Vietnam that has been granted a Certificate of Registration for Securities Custody Activities by the State Securities Commission (hereinafter referred to as SSC) and approved by VSD to become a custodian member.

8. Direct Account Opening Organization is an organization that opens a securities custody account directly at VSD and uses VSD's custody and netting services based on a service provision contract with VSD.

9. Multilateral Netting is a method of offsetting securities transactions matched on the same day among all participating parties for each type of security to determine the net payment obligation of each settlement party.

10. Net Payment Obligation is the amount of money or securities that a transaction party must settle based on the results of multilateral netting.

11. Direct Settlement through VSD is a method of settling funds and securities directly between transaction parties through VSD.

12. Deposit of Securities is the act of placing securities into centralized custody at VSD to facilitate transactions.

13. Valuable Instruments are types of valuable instruments regulated by the banking law used in money market operations between the State Bank and depositors.

14. Paying Bank Payment Bank

15. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. is a commercial bank selected by the SSC to serve the settlement of funds for transactions on the Stock Exchange (hereinafter referred to as SE) and other settlement activities.

Chapter II
Complete Application File

Article 3. Conditions for registering securities custody activities

The conditions for registering securities custody activities shall be implemented in accordance with the provisions of Article 48 of the Securities Law.

Article 4. Documents for registering securities custody activities, branch securities custody activities

1. The documents for registering securities custody activities of securities companies and commercial banks include:

a) The securities custody activity registration form (Annex I issued together with this Circular);

b) A copy of the license for establishment and operation;

c) An explanation on material and technical facilities ensuring the implementation of securities custody activities (Annex II issued together with this Circular);

d) The audited financial report of the most recent year, except for newly established securities companies and commercial banks.

2. After being granted the Certificate of Registration for Securities Custody Activities by the State Securities Commission, securities companies and commercial banks may register one (01) or several branches to conduct securities custody activities. The documents for registering securities custody activities for securities company branches and commercial bank branches include:

a) A copy of the Certificate of Registration for Securities Custody Activities issued by the State Securities Commission to the securities company and commercial bank;

b) The securities custody activity registration form for the branch (Annex III issued together with this Circular);

c) An explanation on material and technical facilities ensuring the implementation of securities custody activities at the branch (Annex II issued together with this Circular);

d) The power of attorney for the branch to conduct securities custody activities (Annex IV issued together with this Circular).

Article 5. Procedures and formalities for registering and implementing securities custody activities

1. The documents stipulated in Article 4 of this Circular shall be compiled into one (01) original file and submitted directly or sent via postal service to the State Securities Commission.

2. Within fifteen (15) days from the date of receiving valid documents, the State Securities Commission shall issue the Certificate of Registration for Securities Custody Activities to securities companies and commercial banks. In case of refusal, the State Securities Commission must provide a written response stating the reasons.

3. Within ten (10) days from the date of receiving valid documents, the State Securities Commission shall issue the Decision approving securities company branches and commercial bank branches to conduct securities custody activities. In case of refusal, the State Securities Commission must provide a written response stating the reasons.

4. Within twelve (12) months from the date of issuance of the Certificate of Registration for Securities Custody Activities, securities companies and commercial banks must complete the procedures to register as securities depository members with the Vietnam Securities Depository and commence operations.

5. Within three (03) months from the date the branch is granted approval to conduct securities custody activities, securities companies and commercial banks must complete the procedures to register the branch for securities custody activities with the Vietnam Securities Depository.

Article 6. Suspension, revocation of the Certificate of Registration for Securities Custody Activities, termination of securities custody activities of securities company branches and commercial bank branches

1. The State Securities Commission shall suspend and revoke the Certificate of Registration for Securities Custody Activities of securities companies and commercial banks in accordance with the provisions of Article 51 of the Securities Law.

2. The State Securities Commission shall terminate the securities custody activities of securities company branches and commercial bank branches in the following cases:

a) The securities company or commercial bank has had its Certificate of Registration for Securities Custody Activities revoked by the State Securities Commission;

b) The securities company or commercial bank fails to complete the procedures to register the branch for securities custody activities with the Vietnam Securities Depository as prescribed in Clause 5 of Article 5 of this Circular;

c) The securities company or commercial bank voluntarily terminates securities custody activities at the branch;

d) The branch has had its Certificate of Registration for Branch Securities Custody Activities revoked by the Vietnam Securities Depository;

e) The branch ceases operations.

3. Securities companies and commercial banks shall bear full responsibility towards customers and investors in the event that a branch is terminated from conducting securities custody activities.

Chapter III
DEPOSITORY MEMBERS AND ORGANIZATIONS OPENING DIRECT ACCOUNTS AT THE VSD

Article 7. Registration to become a Depository Participant of VSD

1. Securities companies and commercial banks registering to become Depository Participants of VSD must meet the following conditions:

a) Possess a Certificate of Registration for Securities Depository Activities issued by the State Securities Commission;

b) Have at least one (01) member of the Board of Directors assigned to oversee registration, depository, and settlement activities;

c) Have staff working in the securities depository department who have completed VSD's business training course;

d) Have a business process for registration, depository, netting, and settlement of securities that complies with current laws and VSD's business operation regulations;

đ) The software system for registration, depository, netting, and settlement of securities has the capability to connect to VSD's electronic communication portal or online communication portal and the management software for registration, depository, netting, and settlement of securities complies with current laws and VSD's business operation regulations.

2. Depository Participants may register to provide securities depository services for their branches. The registration conditions include:

a) The conditions stipulated in Points b, c, d, and đ Clause 1 of this Article;

b) Possess a Decision approving the branch to conduct securities depository activities issued by the State Securities Commission to the branch.

3. VSD guides the procedures and formalities for registration and issuance of the Depository Participant Certificate and Branch Securities Depository Activity Certificate.

Article 8. Rights and Obligations of Depository Participants

1. Adhere to the rights and obligations prescribed in Clause 2 and Clause 3 of Article 47 of the Securities Law.

2. Have other rights and obligations as prescribed by law and VSD's regulations.

Article 9. Handling Violations by VSD against Depository Participants

1. VSD may apply the following forms of handling violations against Depository Participants who fail to comply with the provisions of VSD's operational guidance regulations:

a) A reminder letter;

b) Reprimand;

c) Suspension of Depository Participant activities;

d) Revocation of the Depository Participant Certificate and Branch Securities Depository Activity Certificate.

2. VSD specifies the specific acts of violation, procedures, and formalities for handling violations by Depository Participants.

Article 10. Suspension of Depository Participant Activities

1. Suspension of Depository Participant activities includes:

a) Suspension of securities depository activities;

b) Suspension of netting and settlement of securities activities.

2. VSD issues a decision to suspend Depository Participant activities after obtaining approval from the State Securities Commission in the following cases:

a) Frequently violating the obligations of Depository Participants as prescribed by VSD;

b) Causing serious losses to customers due to errors.

3. The maximum period for which a Depository Participant can be suspended is ninety (90) days from the date of the suspension decision.

Article 11. Revocation of the Depository Participant Certificate

1. VSD revokes the Depository Participant Certificate in the following cases:

a) Being revoked the Certificate of Registration for Securities Depository Activities pursuant to Clause 2 of Article 51 of the Securities Law;

b) Having the securities brokerage business withdrawn by the State Securities Commission;

c) Failing to maintain the conditions for registration of securities depository activities as prescribed in Article 48 of the Securities Law;

d) Seriously violating the provisions on Depository Participants of VSD.

2. Principles for handling the revocation of the Depository Participant Certificate:

a) Within one (01) working day from the date of receipt of relevant documents related to the revocation of the Depository Participant Certificate, VSD ceases to provide registration, depository, netting, and settlement of securities services to the Depository Participant, except for netting and settlement of securities to complete transactions already executed on the Stock Exchange, finalizing customer account balances, releasing pledged securities, exercising rights for security holders, and adjusting investor information;

b) Customer account balance finalization is carried out according to customer requests, in the absence of such requests, it is implemented according to the agreement or transfer account contract between the Depository Participant whose Depository Participant Certificate is revoked and another Depository Participant;

c) VSD issues a decision to revoke the Depository Participant Certificate after the Depository Participant completes the finalization of customer account balances, proprietary accounts (if any), and has fully fulfilled its obligations to VSD.

3. VSD guides the procedures and formalities for handling the revocation of the Depository Participant Certificate.

Article 12. Revocation of Branch Subsidiary Certificate for Securities Custody Operations

1. VSD shall revoke the Branch Subsidiary Certificate for Securities Custody Operations in the following cases:

a) The securities depository member voluntarily terminates the branch's securities custody operations;

b) The securities depository member terminates the branch's operations at the request of the competent state authority.

2. The securities depository member has the obligation to accept all liabilities of the branch whose Branch Subsidiary Certificate for Securities Custody Operations has been revoked with VSD, customers, and related units.

Article 13. Organizations Opening Direct Accounts at VSD

1. The following organizations may open direct accounts at VSD:

a) State Capital Investment and Business Corporation;

b) Financial institutions and insurance companies participating in the bond market organized by the Stock Exchange;

c) Other entities as specified by VSD after being approved by the Securities Commission.

2. Organizations opening direct accounts as stipulated in Clause 1 of this Article shall open accounts to custody their own securities and be entitled to use VSD’s registration, custody, settlement, and payment services for securities.

3. VSD provides services to organizations opening direct accounts based on a contract signed between both parties. The contract includes the following main contents:

a) Scope of service provision;

b) Rights and obligations of VSD and the organization opening a direct account;

c) Dispute resolution;

d) Termination of the contract;

đ) Service provision fees.

4. VSD issues a model contract for service provision between VSD and organizations opening direct accounts.

Article 14. Account Opening in Special Cases

1. The following special organizations may open direct accounts at VSD:

a) State Bank;

b) National Treasury;

c) Securities Depositories of other countries.

2. The State Bank opens an account to custody securities belonging to the State Bank and its depositors to serve money market transactions.

3. The National Treasury opens an account to custody government bonds belonging to the National Treasury to serve its related operations.

4. Securities depositories of other countries may open accounts to provide related services for registration, custody, settlement, and payment of securities based on agreements with VSD after approval by the Securities Commission.

Chapter IV
REGISTRATION OF SECURITIES

Article 15. Registration of Securities at VSD

1. Types of securities and forms of registration at VSD:

a) The following types of securities must be registered at VSD:

- Government bonds, government-guaranteed bonds, local government bonds, treasury bills, and other types of bonds listed on the Stock Exchange;

- Shares and investment fund certificates listed on the Stock Exchange;

- Securities of public companies and other types of securities required to be registered at VSD under the law;

- Other types of securities that can be registered at VSD based on an agreement between VSD and the issuer.

b) Securities registered at VSD shall be registered in the form of book-entry registration.

2. Public companies must register their securities at VSD when registering as public companies with the Securities Commission according to the law on registration of public companies.

3. Issuers shall register the following information about securities with VSD:

a) Information about the security issuer;

b) Information about issued securities;

c) Information about the list of security holders, type of securities, and quantity of securities held.

4. Issuers may directly register securities with VSD or through a securities company.

5. VSD guides the procedures and formalities for registering securities at VSD.

Article 16. Issuing Securities Codes

1. Domestic securities codes for registered securities shall be issued by VSD for uniform use upon listing and trading registration at the Stock Exchange.

2. VSD is the official organization responsible for issuing international securities identification numbers (ISIN) for securities issued in Vietnam.

3. VSD shall guide the principles and procedures for issuing domestic securities codes and international securities identification numbers.

Article 17. Management of Registered Securities Information

1. The issuer shall bear full responsibility for the accuracy, completeness, and timeliness of the registered securities information with VSD.

2. VSD shall centrally manage all registered issuer information in accordance with Clause 3, Article 15 of this Circular. Any changes related to registered securities information must be carried out in accordance with VSD's information management regulations.

3. VSD shall guide the management of information, procedures, and processes for adjusting registered securities information at VSD.

Article 18. Service Provision Contracts between VSD and Issuers

1. The service provision contracts between VSD and issuers shall include the following main contents:

a) Services authorized by the issuer for VSD to perform:

- Managing registered securities information at VSD in accordance with Clause 3, Article 15 of this Circular;

- Confirming the transfer of ownership of securities to the security holder;

- Calculating and allocating rights to the security holder.

b) Rights and obligations of VSD and the issuer;

c) Dispute resolution;

d) Termination of the contract;

đ) Service provision fees.

2. VSD shall issue the model service provision contract between VSD and the issuer.

Article 19. Transfer of Ownership of Securities

1. Securities of public companies that have been registered with VSD but not yet listed or traded on the Stock Exchange shall be transferred through VSD in accordance with the Securities Law.

2. The transfer of ownership of listed or traded securities on the Stock Exchange shall be conducted by VSD according to the following principles:

a) Transferring ownership of securities through transactions executed via the Stock Exchange's trading system;

b) Transferring ownership of securities outside the securities trading system for transactions that do not involve buying or selling or cannot be executed through the Stock Exchange's trading system in the following cases:

- Gift, donation, inheritance of securities in accordance with the Civil Code;

- Odd-lot securities transactions in accordance with securities laws and the securities market;

- The issuer repurchasing preferred shares or recalling shares (without generating purchase funds) from employees upon termination of employment contracts to form treasury shares or as employee bonuses;

- The company's trade union repurchasing preferred shares or recalling shares (without generating purchase funds) from employees upon termination of employment contracts to form employee bonuses;

- The issuer repurchasing shares from dissenting shareholders regarding decisions on corporate restructuring or changes in shareholder rights and obligations stipulated in the Company Charter;

- The issuer using treasury shares, recalled shares, or its own shares from sources such as distribution, repurchase, or recall to distribute or award to employees;

- Transactions of founding shareholders during restricted transfer periods in compliance with the law;

- The issuer changing strategic shareholders during restricted transfer periods;

- Investors entrusting the transfer of their securities ownership to fund management companies when these companies manage entrusted investment portfolios with assets; or fund management companies transferring entrusted securities ownership to investors or other fund management companies upon termination of portfolio management contracts; or fund management companies liquidating, bankrupting, or returning entrusted assets to investors or transferring asset portfolios to other fund management companies;

- Transferring ownership pursuant to court judgments, arbitral awards, or enforcement agency decisions;

- Dividing, splitting, merging, consolidating, or contributing shares to establish enterprises in accordance with the Civil Code, Business Law, and Securities Law;

- Public tender offers in accordance with the law;

- Auctioning state-owned equity stakes in accordance with the law;

- Transferring ownership of structured securities or fund certificates in exchange transactions with index funds;

- Transferring ownership of negotiable instruments in the money market at the request of the State Bank;

- Transferring ownership in securities lending and borrowing activities as stipulated in Article 47 of this Circular, including transferring ownership of securities from the lender to the borrower and vice versa, or transferring ownership of collateral securities from the borrower to the lender in case the borrower loses the ability to repay the loan;

- Transferring ownership due to the disposal of collateral securities in pledge, mortgage, or margin trading transactions. In cases involving foreign investors, such transfers can only be implemented after obtaining the opinion of the competent authority;

- Other transfer cases after obtaining the opinion of the Securities Commission.

3. Security holders must deposit securities before transferring ownership in accordance with Clause 1 and Clause 2 of this Article. For transfers of un-deposited securities, the opinion of the Securities Commission is required.

4. VSD shall guide the procedures and processes for transferring ownership of registered securities outside the trading system as stipulated in Point b, Clause 2 of this Article.

Article 20. Cancellation of Securities Registration

1. The cancellation of registration for securities at VSD shall be applied in the following cases:

a) Bonds and promissory notes upon maturity;

b) Bonds repurchased by the issuer before maturity;

c) The issuer being dissolved, bankrupt, split, merged, consolidated, or reduced capital;

d) The issuer exchanging shares or bonds;

đ) Investment fund certificates delisted from the Stock Exchange;

e) An index fund being dissolved;

g) Securities of public companies registered with VSD that no longer meet the criteria of a public company and request cancellation of registration;

h) Voluntary cancellation of securities registration by issuers who have registered securities through an agreement with VSD.

2. VSD shall guide the procedures and formalities for canceling securities registration.

Article 21. Exercise of Rights by Security Holders

1. Based on the following documents, VSD shall establish a list of security holders on the final registration date, calculate and allocate rights that security holders are entitled to according to the provisions of the law:

a) Notification documents of the issuer or authorized organizations or individuals to convene the General Shareholders' Meeting in accordance with the Law on Enterprises;

b) Authorization of the issuer.

2. Only those whose names appear on the list of security holders established by VSD on the final registration date shall be entitled to receive the rights arising from the securities they hold.

3. Issuers and authorized organizations or individuals to convene the General Shareholders' Meeting in accordance with the Law on Enterprises may only use the list of security holders provided by VSD for the purposes specified in the notification document stipulated in Point a Clause 1 of this Article and shall bear full responsibility if such list is misused or confidential information is disclosed.

4. Registered security holders receiving rights and benefits allocated through VSD and depository members where the security holder has opened a deposit account. Unregistered security holders receive rights and benefits directly from the issuer or an organization authorized by the issuer.

5. VSD and depository members shall be responsible for exercising rights for registered security holders, bear responsibility for damages caused to security holders due to non-compliance with the provisions of this Circular or VSD's operational rules on registration, deposit, settlement, and payment within their scope of responsibility.

6. The establishment of lists, provision of lists, and organization of the exercise of rights by security holders shall be based on authorization from the issuer or VSD's operational rules.

Article 22. Rights and Obligations of Issuers with Registered Securities

1. Comply with legal regulations and rules on securities registration, exercise rights for registered security holders, and other related operational rules of VSD.

2. Sign service contracts with VSD as prescribed in Article 18 of this Circular.

3. Timely and accurately provide VSD with necessary information or documents for securities registration and right exercise as required by law or when requested in writing by VSD, and bear full responsibility for the contents of the information provided to VSD.

4. Bear responsibility for damages caused to VSD and security holders when failing to comply with legal regulations and VSD's rules, except in cases of force majeure.

5. Pay service fees provided by VSD in accordance with the Ministry of Finance's regulations.

6. Be provided with securities registration, right exercise services, and other agreed-upon services by VSD in compliance with this Circular and other relevant laws.

7. Request VSD to provide security holder information and registered securities information in accordance with the agreement between both parties and in compliance with this Circular and other relevant laws.

8. Other rights and obligations as prescribed by law and VSD's rules.

Chapter V
SECURITIES DEPOSITARY

Article 23. Principles of Securities Custody

1. The custody of clients' securities at VSD shall be carried out on the principle that clients deposit their securities with custodians, who then re-deposit those securities with VSD.

2. Custodians accept the custody of clients' securities as agents authorized by the clients to perform registration, custody, netting, and settlement operations for securities. To deposit securities, clients must sign a securities custody account opening contract with the custodian.

3. VSD accepts the re-custody of securities from custodians and organizations that directly open accounts. To re-custody securities, custodians and organizations that directly open accounts must open a securities custody account in the name of the custodian or organization at VSD.

Article 24. Opening Securities Custody Accounts

1. Custodians must open a securities custody account at VSD to conduct transactions involving deposited securities at VSD. Each custodian may only open one (01) securities custody account at VSD and may not open a custody account at another custodian, except in the following cases:

a) A custodian opens an account at a fund establishment entity to execute swap transactions with an index swap fund;

b) A custodian that is a securities company has withdrawn its brokerage and proprietary trading businesses and ceased its membership status at permitted stock exchanges may open a custody account at other custodians to handle remaining securities on its proprietary trading account.

2. Direct account-opening organizations are permitted to open a securities custody account at VSD pursuant to a service provision contract with VSD.

3. Opening a securities custody account for investors:

a) At each custodian, an investor may only open one (01) securities custody account;

b) Foreign individual or organizational investors must open a securities custody account at a custodian after registering a securities trading code in accordance with relevant laws.

4. Each investment fund may only open one (01) custody account at one (01) securities bank or supervisory bank as prescribed by relevant laws.

5. Fund management companies must open separate securities custody accounts for themselves and for each managed investment fund. In the case of managing investment portfolios, at each securities bank, the fund management company may open two (02) custody accounts in the name of the fund management company acting on behalf of entrusted investors (one (01) custody account for domestic entrusted customers and one (01) custody account for foreign entrusted investors).

6. Foreign investment funds or foreign organizations managed by multiple fund management companies may open multiple securities custody accounts according to the principle that one (01) securities custody account is opened at a securities bank for each issued securities trading code.

7. Foreign securities companies established under foreign law may open two (02) separate securities custody accounts at a custodian to manage securities owned by the company and those of its clients.

8. Foreign-owned insurance companies must open two (02) securities custody accounts at one (01) custodian to separately manage investments from own capital and from insurance premiums when investing in the securities market.

9. VSD guides the procedures and formalities for opening a securities custody account at VSD.

Article 25. Securities Custody Accounts at VSD

1. The securities custody accounts of custodians and organizations directly opening accounts at VSD include:

a) Trading securities account;

b) Suspended trading securities account;

c) Pledged securities account;

d) Frozen, temporarily held securities account;

đ) Pending settlement securities account;

e) Pending receipt securities account;

g) Pending lending securities account;

h) Margin securities account guaranteeing loans;

i) Pending trading securities account;

k) Transaction error correction securities account;

l) Other accounts as prescribed by law.

2. The securities custody accounts of custodians mentioned in Clause 1 of this Article are classified as follows:

a) Account of the custodian itself;

b) Domestic customer account of the custodian;

c) Foreign customer account of the custodian.

3. The securities custody accounts of custodians and organizations directly opening accounts at VSD include the following contents:

a) Securities custody account number;

b) Name and address of the custodian;

c) Quantity, type, and code of securities held in custody;

d) Increase or decrease in quantity of securities and reasons for such changes;

đ) Other necessary information.

Article 26. Management of Securities Custody Accounts at VSD

1. VSD manages securities custody accounts according to the following principles:

a) Securities held in custody at VSD are assets belonging to customers, managed separately from VSD's assets;

b) VSD shall not use customers' securities for its own benefit or that of a third party, except where otherwise provided by law.

2. VSD shall only record transactions on securities custody accounts when the accounting vouchers are complete, valid, and original.

3. The total balance on customers' securities custody accounts opened with custodians must always match the balance on custodians' securities custody accounts opened at VSD. The detailed balance on each customer's securities custody account at the custodian must match the ownership data of that customer at VSD.

4. When there is any change or error in the information of securities custody accounts, custodians and organizations directly opening accounts have the obligation to immediately report and adjust with VSD. The procedures for adjusting securities custody account information are carried out in accordance with VSD's guidelines.

5. Upon discovering errors in the information of custodians' securities custody accounts, organizations directly opening accounts, or customers of custodians, VSD must immediately notify the custodians and organizations, which have the responsibility to make appropriate adjustments.

Article 27. Customer Securities Custody Accounts at Custodians

1. Customer securities custody accounts opened at custodians include:

a) Trading securities account;

b) Suspended trading securities account;

c) Pledged securities account;

d) Frozen, temporarily held securities account;

đ) Pending settlement securities account;

e) Pending receipt securities account;

g) Pending lending securities account;

h) Margin securities account guaranteeing loans;

i) Pending trading securities account;

k) Transaction error correction securities account;

l) Other accounts as prescribed by law.

2. Customer securities custody accounts opened at custodians include the following contents:

a) Securities custody account number;

b) Name and contact address of the customer who is the account holder;

c) Identity card number and date of issuance for individual Vietnamese customers, business registration certificate number or establishment permit number and date of issuance for domestic organizations, and trading securities code and date of issuance for foreign customers;

d) Quantity, type, and code of securities held in custody;

đ) Increase or decrease in quantity of securities held in custody and reasons for such changes;

e) Other necessary information.

3. For fund management companies' investment portfolio management activities, the securities custody account at the custodial bank must contain full information about the entrusted customer as stipulated in Points b, c, d, đ, and e of Clause 2 of this Article.

Article 28. Management of securities deposit accounts at depositary members

1. Depositary members must manage customer securities deposit accounts according to the following principles:

a) Depositary members shall open detailed securities deposit accounts for each customer and manage assets separately for each customer;

b) Securities deposited by customers at depositary members are assets owned by the customers and are managed separately from the assets of the depositary members;

c) Depositary members may not use securities in customer securities deposit accounts for the benefit of third parties or for their own benefit except when the depositary member is a securities company processing securities on customer accounts in margin transactions in accordance with the provisions of the law;

d) Depositary members have the responsibility to promptly and fully inform customers of any rights arising in connection with deposited securities;

đ) Depositary members have the responsibility to keep confidential information related to customer securities ownership;

e) Depositary members have the responsibility to update daily information on opening and closing of customer securities deposit accounts carried out on the same day at the depositary member to VSD and to reconcile the balance of each customer's securities deposit account with the ownership data of the customer at VSD based on the ownership data provided by VSD to the depositary member. The procedures and formalities for updating account information and reconciling balances are carried out in accordance with VSD regulations.

2. Upon request by the customer, depositary members must send a statement of the customer's securities deposit account to each customer within one (01) working day from the date of the request.

3. Customers have the obligation to immediately notify depositary members of any changes or errors in the information of their securities deposit accounts at depositary members.

Article 29. Effectiveness of securities deposit

1. The deposit of securities at VSD becomes effective from the time VSD records on the relevant securities deposit account of the depositary member or organization that directly opens an account at VSD.

2. The accounting entries and transfers of securities between securities deposit accounts of depositary members, organizations that directly open accounts, or customers depositing at VSD through bookkeeping entries have legal effect equivalent to the transfer of physical securities and are recognized by law.

Article 30. Deposit of securities

1. The deposit of customer securities at VSD (except for the deposit of government bonds, government-guaranteed bonds, local government bonds, and treasury bills) is carried out according to the following principles:

a) Customers deposit securities into VSD through the depositary member where they have opened an account;

b) Depositary members are responsible for processing the receipt of customer securities deposits and re-depositing them into VSD within one (01) working day from the date of receiving valid customer documentation;

c) VSD is responsible for processing securities deposit documentation within one (01) working day from the date of receiving valid documentation from the depositary member;

d) VSD guides the procedures and formalities for depositing securities by depositary members at VSD.

2. Depositary members, organizations that directly open accounts, and customers who deposit invalid securities, counterfeit securities, reported lost securities, or securities without sufficient information as required shall be fully responsible for the deposit of these securities and must compensate related parties for losses caused by the deposit of these securities.

3. VSD simultaneously processes the deposit of securities for investors along with the registration of securities upon request from the issuing organization representing shareholders. VSD guides the procedures and formalities for depositing securities in this case.

4. VSD records securities into the securities deposit accounts of depositary members, organizations that directly open accounts, or customers of depositary members in cases of depositing government bonds, government-guaranteed bonds, local government bonds, treasury bills, and depositing additional shares and fund certificates generated from previously deposited securities at VSD. VSD guides the procedures and formalities for depositing securities in these cases.

5. In cases where the issuing organization manages securities through bookkeeping entries on accounts and does not issue certificate documents, the deposit of investor securities is carried out according to VSD guidelines.

Article 31. Withdrawal of Securities

1. Withdrawal of securities upon request:

a) Customers may only request the withdrawal of securities within the quantity of securities owned on their deposit accounts, excluding securities that are temporarily held or frozen;

b) Depositary members must submit to VSD the withdrawal application for securities within one (01) working day from the date of receiving a valid application from the customer;

c) VSD is responsible for processing the withdrawal application for securities within one (01) working day from the date of receiving a valid application from the depositary member;

d) The ownership information of investors withdrawing deposited securities shall be recorded in the list of un-deposited security owners;

đ) Issuing organizations are responsible for reissuing certificates/evidence of ownership of securities to the security owners;

2. The withdrawal of securities that have ceased circulation or the withdrawal of securities due to voluntary deregistration shall be carried out according to the principle that VSD automatically adjusts the reduction in the number of deposited securities on the securities deposit account of relevant members after the issuing organization completes the deregistration of securities at VSD;

3. VSD guides the procedures and formalities for withdrawing securities at VSD.

Article 32. Transfer of Securities

1. The transfer of securities for settlement of purchase and sale transactions through the trading system of the Stock Exchange shall be carried out in accordance with the provisions on netting and settlement of securities transactions in Chapter VI of this Circular.

2. VSD may carry out the transfer of deposited securities without going through the centralized trading system of the Stock Exchange in the following cases:

a) Customers closing their deposit account at this depositary member and transferring it to another depositary member;

b) Transferring securities from the deposit account of the customer at this depositary member to the deposit account of the same customer at another depositary member;

c) Transferring securities to serve transactions of negotiable instruments in the money market;

d) Transferring securities due to portfolio transfers between deposit accounts at the request of foreign investors;

đ) Transferring securities due to changes in information about the type of securities or corrections of errors in the quantity of securities owned;

e) When the depositary member where the customer has opened an account is revoked by the SEC of the Certificate of Registration for Depositary Activities or brokerage services, or is revoked by VSD of the Certificate of Depositary Membership;

g) When the organization opening an account directly terminates its service contract with VSD;

h) Cases of transfer of ownership as stipulated in Clause 1 and Point b Clause 2 Article 19 of this Circular;

i) Other transfer cases after obtaining the opinion of the SEC;

3. Depositary members must submit to VSD the transfer application for securities within one (01) working day from the date of receiving the customer's transfer request;

4. VSD is responsible for processing the transfer application for securities within one (01) working day for the cases specified in Points a, b, c, d, đ and up to five (05) working days for the cases specified in Points e, g, h, i Clause 2 of this Article from the date of receiving a valid application;

5. VSD guides the procedures and formalities for transferring securities at VSD.

Article 33. Freezing and Unfreezing Securities

1. Freezing and unfreezing securities upon request of competent state agencies:

a) VSD shall only implement freezing and unfreezing of securities after receiving a written request from a competent state agency as prescribed by law;

b) After freezing and unfreezing securities on deposit accounts, VSD has the responsibility to notify the depository members and organizations directly opening accounts to execute freezing and unfreezing of securities, and at the same time notify related customers of the depository members.

2. Freezing and unfreezing securities of investors, depository members, and organizations directly opening accounts:

a) VSD shall implement freezing and unfreezing of securities of investors upon request of the investor sent to VSD through the depository member where the investor holds deposited securities for freezing and unfreezing. In case the investor uses their own securities as collateral for loans at credit institutions, the depository member where the investor opens a deposited securities account shall be responsible for freezing and unfreezing securities on the customer's pledged securities account, and simultaneously submit the application for freezing and unfreezing pledged securities to VSD for corresponding accounting at VSD;

b) VSD shall implement freezing and unfreezing of securities of depository members and organizations directly opening accounts upon request of the depository members and organizations directly opening accounts sent to VSD. In case depository members and organizations directly opening accounts use their own securities as collateral for loans at credit institutions, they shall be responsible for submitting the application for freezing and unfreezing pledged securities at VSD for corresponding accounting at VSD;

c) VSD shall be responsible for processing applications for freezing and unfreezing pledged securities within one (01) working day from the date of receipt of valid applications.

3. VSD shall guide the procedures for freezing and unfreezing securities upon request of competent state agencies, and pledged securities at VSD as stipulated in Clause 1 and Clause 2 of this Article.

Chapter VI
SET-OFF AND SETTLEMENT OF SECURITIES TRANSACTIONS

Article 34. Activities of Set-off and Settlement of Securities Transactions

1. The activities of set-off and settlement of securities transactions as prescribed in this Circular include organizing set-off and settlement for securities transactions conducted at stock exchanges, including government bonds, government-guaranteed bonds, local government bonds, and treasury bills.

2. In case there is a change in the payment mechanism for government bonds, government-guaranteed bonds, local government bonds, and treasury bills, the organization of set-off and settlement activities will be carried out according to relevant legal documents.

3. The activities of set-off and settlement of derivative securities transactions are regulated in legal documents concerning the derivative securities trading market.

Article 35. Principles of Set-off and Settlement of Securities Transactions

1. VSD shall settle based on the results of multilateral netting and settle each transaction for securities transactions conducted at stock exchanges.

2. The set-off of securities shall be carried out by VSD on a per security basis and separately for domestic client brokerage accounts, foreign client brokerage accounts, and proprietary trading accounts of depository members.

3. The set-off of money shall be carried out by VSD for each depository member based on the netting between the amount received and the amount payable for transactions with the same time and payment method at stock exchanges, and separately for domestic client brokerage accounts, foreign client brokerage accounts, and proprietary trading accounts of depository members.

4. VSD shall settle securities transactions conducted at stock exchanges based on the transaction results provided by the stock exchange.

5. The settlement of transactions shall be carried out according to the principle of simultaneous transfer of securities and payment (DVP).

6. The State Securities Commission shall provide specific guidance on the period for selling securities after transactions, subject to approval by the Ministry of Finance.

7. The General Director of VSD shall decide on the methods of settlement and the time for settling securities after obtaining approval from the State Securities Commission.

8. VSD shall guide the procedures for set-off and settlement of securities transactions conducted at stock exchanges.

Article 36. Settlement of transactions for depositary members and direct account opening organizations

1. Depositary members and direct account opening organizations at VSD must open settlement accounts with payment banks to settle funds for securities transactions conducted on stock exchanges.

2. In cases where customers open depositary securities accounts at depositary member commercial banks (depositary banks) and place orders through securities companies, the transaction settlements will be carried out by the depositary banks.

Article 37. Matching and Confirming Transactions

1. After receiving transaction results from stock exchanges, VSD is responsible for notifying transaction results to depositary members and direct account opening organizations.

2. Depositary members and direct account opening organizations are responsible for matching transaction details between original orders stored at depositary members and direct account opening organizations with VSD's transaction result notifications and confirming them back to VSD.

Article 38. Principles for Post-Transaction Error Correction

1. VSD shall implement post-transaction error correction for depositary members in cases where depositary members, which are securities companies, mistakenly place customer orders such as incorrect customer account numbers, wrong securities, incorrect prices, duplicate orders, mistaking buy orders for sell orders and vice versa, or incorrect quantities of securities.

2. Post-transaction error correction shall be carried out according to the following principles:

a) In cases where depositary members have proprietary trading accounts, VSD will adjust customer orders to become proprietary trading orders of the depositary members;

b) In cases where depositary members do not have proprietary trading accounts, VSD will open temporary securities accounts for depositary members to record temporarily the number of securities that the depositary members receive or must return due to the need for error correction. The implementation mechanism is as follows:

- When receiving securities from error correction, the depositary member must immediately sell the received securities on the temporary securities account for error correction during the nearest trading session for VSD to close the account;

- When returning borrowed securities to lenders, the depositary member may maintain the temporary securities account for error correction until fulfilling obligations to the securities lender.

3. For errors not covered under Clause 1 of this Article, the General Director of VSD has the authority to review and handle after obtaining approval from the Securities Commission.

4. Responsibilities of parties involved in post-transaction error correction:

a) Parties participating in transactions must bear responsibility for errors caused by themselves within their scope of authority and responsibility. Depositary members are responsible for post-transaction errors of customers within their scope of authority and responsibility;

b) In cases where errors of depositary members, which are securities companies, lead to depositary bank customers (depositary banks) lacking securities for settlement, depositary banks are permitted to unilaterally refuse to settle transactions, and the relevant securities company depositary members must bear responsibility for settling erroneous transactions.

5. Depositary members who temporarily lose the ability to settle securities due to post-transaction error correction shall apply support mechanisms as stipulated in Article 41 of this Circular.

6. VSD shall guide procedures and processes for post-transaction error correction for securities traded on stock exchanges.

Article 39. Handling Errors in Proprietary Trading Transactions of Securities Companies

1. In cases where securities companies incorrectly enter the proprietary trading account number into the stock exchange trading system, VSD shall adjust the transaction to the correct proprietary trading account number of the securities company for settlement purposes.

2. In cases where securities companies incorrectly enter orders leading to insufficient securities for settlement or ETF fund members suffer from insufficient securities or ETF certificates for settlement due to unsuccessful swap transactions as stipulated in Circular No. 229/2014/TT-BTC, the support mechanisms provided for in Article 41 of this Circular shall apply.

Article 40. Handling Errors in Government Bond Proprietary Trading Transactions

1. In cases where the trading member is a securities company, depositary bank, or organization directly opening an account and incorrectly enters the proprietary trading account number into the specialized government bond trading system of the Hanoi Stock Exchange, VSD shall adjust the transaction to the correct proprietary trading account number of the trading member for settlement purposes.

2. Except for the case specified in Clause 1 of this Article, VSD will remove the erroneous transaction and not settle it for the trading member. The trading member shall be responsible for compensating any losses incurred (if any) by related organizations or individuals due to the non-settlement of the transaction.

Article 41. Measures to Address Situations of Loss of Settlement Capability for Securities Transactions

1. Temporary loss of settlement capability for depositary members shall be supported with the following settlement mechanisms:

a) In cases of insufficient funds: using loans from the settlement support fund or loans from the settlement bank;

b) In cases of insufficient securities: borrowing securities through the securities lending and borrowing system managed by VSD.

2. If on the settlement date for securities transactions, the depositary member does not meet the conditions to borrow money from the settlement support fund according to the settlement support fund management regulations of VSD, is not granted a loan by the settlement bank as stipulated by the settlement bank, or cannot borrow securities through the securities lending and borrowing system, VSD will postpone the settlement deadline for the temporarily incapable depositary member's transaction in accordance with the provisions of Article 44 of this Circular.

Article 42. Mechanism for Handling Loss of Payment Settlement Capability

1. Mechanism for Using the Settlement Support Fund: Depending on the actual value of the settlement support fund and the frequency and extent of its use by depositary members, VSD will set a ceiling for each support settlement case. The interest rate for borrowing from the settlement support fund is determined by VSD after consulting with depositary members and obtaining approval from the Securities Commission but must not exceed 150% of the basic interest rate set by the State Bank.

2. Mechanism for Using Loans from the Settlement Bank: Depositary members must meet the loan conditions stipulated by law, the settlement bank, and sign a loan agreement or support payment transaction agreement with the settlement bank. The support payment transaction agreement includes the following main contents:

a) The interest rate for borrowing shall not exceed the interest rate for using the settlement support fund;

b) Loan term;

c) A repayment guarantee method consistent with legal provisions.

3. Depositary members who lose their payment settlement capability must bear all resulting costs, losses, and penalties as prescribed by law.

4. VSD will provide detailed guidance on the procedures and formalities for applying the support mechanisms to handle depositary members' loss of payment settlement capability.

Article 43. Mechanism for Handling Loss of Securities Settlement Capability

1. In cases where errors after transactions lead to a shortage of securities for settlement, depositary members shall borrow securities through the VSD's borrowing and lending system.

2. VSD shall provide specific guidance on the procedures and formalities for applying the borrowing and lending mechanism to support settlement.

Article 44. Extension of Settlement Period

1. The extension of the settlement period shall be carried out according to the following principles:

a) VSD will separate transactions lacking funds or securities to extend the settlement period for these transactions;

b) The maximum extended settlement period is three (03) working days from the last working day before the settlement date of the transaction lacking funds or securities;

c) Settlement for transactions with an extended settlement period shall be conducted directly through VSD;

d) Depositary members with transactions having an extended settlement period must compensate organizations or individuals related to corresponding transactions at a rate of five percent (5%) of the value of the delayed settlement transaction per day of delay.

2. VSD shall provide specific guidance on the procedures and formalities for applying the mechanism to extend the settlement period.

Article 45. Exclusion of Non-settlement Transactions of Depositary Members

1. VSD has the right to exclude non-settlement transactions of securities in the following cases:

a) Depositary members have applied the mechanism to extend the settlement period but still lack sufficient funds or securities to settle transactions;

b) Members or member customers sell short securities without instructions from the Ministry of Finance;

c) Information about the identity of the trading account of the customer involved is not updated on the working day immediately following the transaction date.

2. Depositary members with excluded non-settlement transactions must compensate organizations or individuals related to corresponding transactions at a rate of twenty percent (20%) of the value of the non-settled transaction. In cases of violation of laws, depositary members will also be subject to administrative penalties under the law on handling administrative violations in the securities and securities market sector.

3. VSD is responsible for notifying the Stock Exchange of excluded non-settlement transactions.

Article 46. Management of the Settlement Support Fund

1. The settlement support fund is formed from fixed initial contributions and annual contributions in cash from depositary members.

2. Contributions to the settlement support fund belong to depositary members and are managed separately from VSD's assets. Depositary members can only be refunded their contributions to the settlement support fund when their depositary membership certificate is revoked according to VSD's business regulations.

3. Interest generated from contributions to the settlement support fund shall be allocated to depositary members proportionally to the amount and duration of each depositary member's contribution after deducting management fees for VSD.

4. VSD shall guide the establishment, management, and use of the settlement support fund.

Article 47. Management of the Borrowing and Lending Securities System

1. The VSD's borrowing and lending securities system aims to:

a) Support the settlement of securities transactions in cases where VSD depositary members temporarily lack securities due to post-transaction errors;

b) Support organizations meeting criteria to become ETF fund contributors to have sufficient securities to contribute capital, execute ETF swap transactions, and limit price differential transactions according to current regulations;

c) Other purposes approved by the Ministry of Finance.

2. The borrowing and lending securities system operates based on the following principles:

a) Borrowing and lending of securities are conducted through agreements between the borrower and lender on the principle that the borrower must have collateral;

b) Collateral may be cash or securities meeting the conditions. The valuation of collateral is determined according to the principle: the discount rate for cash collateral is zero percent (0%), for government bonds, government-guaranteed bonds, and local government bonds is a minimum of five percent (5%), and for other types of securities is a minimum of thirty percent (30%). VSD sets the discount rate for collateral after approval by the Securities Commission;

c) The value of collateral must reach a minimum ratio of one hundred ten percent (110%) of the loan value. VSD sets the ratio of collateral value to loan value after approval by the Securities Commission;

d) The interest rate for loans is agreed upon according to the principle of complying with relevant legal provisions;

đ) The maximum borrowing and lending period for securities is five (05) working days for borrowing agreements to support securities transaction settlements and up to ninety (90) days for borrowing and lending agreements for capital contributions or ETF swap transactions. Loan extensions are agreed upon by the borrower and lender but cannot exceed three (03) times;

e) Loans must be repaid with borrowed securities or cash after approval by the lender. If the lender receives repayment in borrowed securities leading to exceeding the maximum ownership ratio, the excess must be repaid in cash;

g) In cases where the lender receives transferred collateral in securities when the borrower loses settlement capability leading to exceeding the maximum ownership ratio, the lender is responsible for selling the excess securities within the next trading day after receiving the transfer.

3. VSD is responsible for organizing, managing, and operating the borrowing and lending securities system at VSD.

4. VSD shall provide specific guidance on organizing and conducting borrowing and lending of securities.

Chapter VII
PAYMENT BANK

Article 48. Criteria for Payment Banks

1. Criteria for payment banks include:

a) Being a commercial bank in Vietnam;

b) Having a subscribed capital of over 10,000 billion VND;

c) Achieving profitability in the last two (02) consecutive years;

d) Meeting the minimum capital adequacy ratio as prescribed by laws on banking;

đ) Possessing technical infrastructure systems ensuring the ability to conduct securities transactions and connect with VSD;

e) Committing to the State Securities Commission (SSC) to provide loans for securities transactions in cases where depositary members lose their ability to pay;

g) Having a system capable of storing transaction information data for at least five (05) years and able to provide such data to the SSC or VSD within forty-eight (48) hours upon request.

2. The SSC may only select one (01) commercial bank as a payment bank to provide settlement services for securities transactions on stock exchanges. The selection of a payment bank shall be conducted every five (05) years.

Article 49. Documents for Registration as a Payment Bank

1. Documents for registration as a payment bank include:

a) Application for registration as a payment bank;

b) Information sheet about the bank, clearly stating its ability to meet the criteria set forth in Article 48 of this Circular;

c) Copy of the Decision establishing and operating the commercial bank;

d) Commitment letter to the SSC regarding providing loans for securities transactions in cases where depositary members lose their ability to pay;

đ) Other relevant documents.

2. The documents stipulated in Clause 1 of this Article must be compiled into one (01) original file and submitted directly or sent via postal service to the SSC.

Article 50. Procedure for Approval of Payment Banks

Within fifteen (15) days from the date of receipt of valid documents, the SSC decides to approve or reject the application for registration as a payment bank. In case of rejection, the SSC must issue a written response detailing the reasons.

Article 51. Replacement of Payment Banks

1. If the payment bank fails to maintain the conditions specified in Article 48 or does not fulfill its obligations as prescribed in Article 52 of this Circular, or if it cannot restore the conditions for payment banks within the time limit set by the SSC, the SSC has the right to choose another commercial bank that meets the conditions to become a payment bank.

2. The SSC must announce information about selecting a commercial bank as a payment bank for a minimum period of thirty (30) days to allow commercial banks to submit registration applications. The procedures and requirements for selecting a payment bank are governed by Articles 49 and 50 of this Circular.

3. The replaced payment bank is responsible for conducting securities transaction settlements until another payment bank takes over and must complete all related obligations towards customers.

Article 52. Rights and Obligations of Payment Banks

1. Rights of payment banks:

a) Designating the main office or branch as the primary organization for securities transaction settlements;

b) Requesting VSD, depositary members, and direct account opening organizations to comply with payment commitments between parties and provide necessary information for transaction settlements;

c) Charging fees for services provided in accordance with applicable laws.

2. Obligations of payment banks:

a) Settling payments fully and on time for securities transactions executed on stock exchanges;

b) Providing financial support to depositary members and direct account opening organizations when there is insufficient funds for transaction settlements as prescribed;

c) Signing loan contracts based on principles ensuring depositary members can borrow when there is insufficient funds for securities transaction settlements. Contract terms must follow lending principles, ensuring fairness among depositary members;

d) Adhering to information reporting and confidentiality regulations as prescribed by current laws;

đ) Ensuring necessary technical infrastructure and human resources to facilitate cash settlement for securities transactions.

Chapter VIII
REPORTING SYSTEM

Article 53. Periodic Reports

1. VSD must provide complete data and periodic reports to the Securities Commission (SC) in accordance with current regulations on supervision and statistics for the SC's and Stock Exchange's supervisory work.

2. Monthly, members of the depository and organizations directly opening accounts must submit securities depository activity reports to VSD in accordance with the content stipulated in the operational guidelines on registration, depository, settlement, and payment issued by VSD.

3. Monthly, quarterly, and annually, payment banks must report to the Securities Commission on their settlement activities for transactions according to the content stipulated in Appendix V attached to this Circular.

Article 54. Unusual Reports

a) Monthly reports must be submitted to the Securities Commission within ten (10) days of the following month;

b) Quarterly reports must be submitted to the Securities Commission within twenty (20) days of the first month of the following quarter;

c) Annual reports must be submitted to the Securities Commission within ninety (90) days of the following year.

Article 55. Reports Upon Request

1. In addition to the periodic and unusual reports specified in Articles 53 and 54 of this Circular, when necessary to protect common interests and investor interests, the Securities Commission may request VSD, depository members, organizations directly opening accounts, and payment banks to report on their registration, depository, settlement, and transaction payment activities.

a) Suspension of securities depository operations or securities transaction settlement operations of depository members;

b) Revocation of membership certificates or branch operation certificates for securities depositories;

c) Provision of confidential information to competent state agencies;

d) Partial or total paralysis of securities registration, depository, settlement, and payment operations.

2. Payment banks must immediately report to the Securities Commission and VSD when payment operations for securities transactions are partially or totally paralyzed.

Article 56. Inspection and Supervision

1. Depository members, organizations directly opening accounts, related staff of depository members, organizations directly opening accounts, and related personnel must comply with VSD's supervision and the Securities Commission's inspection and audit in accordance with current laws.

2. VSD and payment banks must comply with the Securities Commission's supervision, inspection, and audit in accordance with current laws.

Chapter IX
INSPECTION, SUPERVISION AND HANDLING OF VIOLATIONS

Article 57. Handling Violations

Violations of the provisions of this Circular will be punished in accordance with current laws.

Article 58. Implementation Organization

1. This Circular takes effect from March 15, 2015, and replaces Decision No. 87/2007/QD-BTC dated October 22, 2007, of the Minister of Finance regarding the issuance of the Rules on Securities Registration, Depository, Settlement, and Payment Operations and Circular No. 43/2010/TT-BTC dated March 25, 2010, of the Minister of Finance regarding amendments and supplements to the Rules on Securities Registration, Depository, Settlement, and Payment Operations issued together with Decision No. 87/2007/QD-BTC dated October 22, 2007, of the Minister of Finance.

2. Based on the provisions of this Circular, VSD shall issue operational rules after obtaining approval from the Securities Commission.

Chapter X
IMPLEMENTATION

3. During implementation, if there are difficulties, relevant organizations and individuals are requested to reflect them to the Ministry of Finance for research, guidance, and resolution./.

(Attached to Circular No. 05/2015/TT-BTC dated January 15, 2015, of the Minister of Finance)

APPLICATION FOR REGISTRATION OF SECURITIES DEPOSITORY ACTIVITIES

Pursuant to Circular No. 05/2015/TT-BTC dated January 15, 2015, of the Minister of Finance guiding securities registration, depository, settlement, and transaction payment operations.

ANNEX I

We request the Securities Commission to issue a certificate for securities depository activities for:

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

1. Full and official name of the bank/company;

To: State Securities Commission

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

2. Trading name of the bank/company;

3. Official address of the main office of the bank/company;

4. Transaction address, phone number, fax;

5. Scope and content of the bank/company's activities as stated in the securities depository activity certificate;

6. Names, date of birth, nationality of board of directors and executive board members;

7. Number of employees of the bank/company;

8. Expected date of commencement of securities depository activities.

DIRECTOR/GENERAL MANAGER

(signature, full name, stamp)

TECHNICAL AND MATERIAL INFRASTRUCTURE DESCRIPTION FOR SECURITIES DEPOSITORY ACTIVITIES

 ANNEX II

We request the Securities Commission to issue a certificate for securities depository activities for:

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

- Number of computers;

- Expected method of customer information storage and processing; plan for storing customers' deposited securities;

Address:…

- Method of providing information to customers, the Securities Commission, VSD, and other relevant agencies (through computer systems, telephones, telex, fax...);

- Clearly describe the features, functions, status, and technological level of the equipment used and the arrangement of the computer system at the workplace.

2. Warehouse and safe system for securities depository activities:

Total warehouse area; warehouse structure (thickness of walls, number of rooms...);

- Number of safes in the warehouse; safe structure (material, size, safety...);

- Safety measures (fireproofing, explosion-proofing, intrusion prevention...);

- - Staff.

Note: Fill in the technical infrastructure description for branches with the branch name.

APPLICATION FOR REGISTRATION OF SECURITIES DEPOSITORY ACTIVITIES FOR BRANCHES

Pursuant to Circular No. 05/2015/TT-BTC dated January 15, 2015, of the Minister of Finance guiding securities registration, depository, settlement, and transaction payment operations;

 ANNEX III

We request the Securities Commission to issue a certificate for securities depository activities for:

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

On behalf of the Bank/Company..., we apply for the following branch to carry out securities depository activities:

To: State Securities Commission

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

1. Full and official name of the branch;

2. Trading name of the branch;

On behalf of Bank/Company..., we register for the following branch to conduct securities custody activities:

1. Full and official name of the branch;

2. Trading name of the branch;

3. Official address of the main office of the branch;

7. Number of employees of the bank/company;

5. Scope and content of the branch's securities custody service activities;

6. Full name of the members of the Board of Directors responsible for securities custody operations;

7. Expected date to commence securities custody operations at the branch.

ANNEX IV

We request the Securities Commission to issue a certificate for securities depository activities for:

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

POWER OF ATTORNEY FOR THE BRANCH TO CONDUCT SECURITIES CUSTODY ACTIVITIES

Bank/Company:...

Address:…

AUTHORIZATION FOR

Branch bank/Branch company:...

Address:...to participate in activities related to securities registration, custody, settlement, and transaction payment with customers and the Vietnam Securities Depository Center.

The branch bank/Branch company ...shall have the following obligations:

- Must comply with legal regulations on securities registration, custody, settlement, and transaction payment activities.

- Carry out tasks under authorization and report to the Bank/Company ...on matters related to securities registration, custody, settlement, and transaction payment activities at the branch.

- Shall be responsible to the Bank/Company...for all securities registration, custody, settlement, and transaction payment activities within the scope of its authorization.

 ANNEX V

We request the Securities Commission to issue a certificate for securities depository activities for:

 To: State Securities Commission

REPORT ON SETTLEMENT AND CLEARING TRANSACTION PAYMENTS FOR SECURITIES

(From.../.../...to.../.../...)

1. Indicators

2. Existence, recommendations