CIRCULAR

REGULATIONS ON THE OPERATIONS OF SECURITIES COMPANIES

On the basis of Securities Law November 26, 2019;

On the basis of Enterprise Law June 17, 2020;

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

Decree No. 87/2017/NĐ-CP July 26, 2017 of 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 stipulating concerning the operations of securities companies.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

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

a) Management and operation activities of securities companies;

b) Business activities of securities companies;

c) Financial regulations applicable to securities companies;

d) Reporting requirements.

2. SCOPE OF APPLICATION

a) Securities companies;

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

Article 2. Explanation of terms

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

1. A securities company is a business entity licensed by the State Securities Commission to carry out one or several business activities as prescribed in Clause 1 of Article 72 and Clauses 1, 2, 3, 4, and 5 of Article 86 of the Securities Law.

2. A valid dossier is a dossier that contains all required documents as stipulated in this Circular and has complete information as required by law.

3. Working capital is the difference between short-term assets and short-term liabilities at the same point in time.

4. Lending is a form where a securities company provides or commits to provide a sum of money, property, or securities to a recipient or user for a specified period according to an agreement with the principle of repayment of principal and possibly interest.

5. Reorganization of a securities company is the division, separation, merger, consolidation, or conversion of business forms and can only be carried out among securities companies.

Chapter II

MANAGEMENT AND OPERATION OF SECURITIES COMPANIES

Article 3. Principles of management and operation of securities companies

1. Securities companies must comply with the provisions of the Securities Law, the Enterprise Law, the Company Charter, and other relevant laws regarding corporate governance.

2. Securities companies must clearly define the responsibilities of the Shareholders' Meeting, the Board of Members, the Owner, the Board of Directors, the Supervisory Board, and the General Director in accordance with the Securities Law, the Enterprise Law, and other relevant laws.

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

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

5. Securities companies must ensure that employees working in business units have appropriate securities practice certificates in accordance with the provisions of securities law and the securities market.

Article 4. Principles of business operations of securities companies

When conducting business operations, securities companies must ensure the following principles:

1. Must issue operational procedures for each business activity.

2. Must issue ethical conduct rules.

3. Securities companies and their employees may not act on behalf of clients in investment activities except in cases of entrusting the management of individual investors' trading accounts as stipulated in Article 19 of this Circular.

4. Have the responsibility to be honest with clients, not to infringe upon clients' assets or other legitimate rights and interests. Manage client assets separately from the company's assets.

5. Have the responsibility to enter into contracts with clients when providing services; provide full and truthful information to clients.

6. Except as otherwise provided by law, when providing services to clients, securities companies shall not directly or indirectly engage in the following actions:

a) Making investment decisions on behalf of clients;

b) Agreeing with clients to share profits or losses;

c) Advertising or declaring that the content, effectiveness, or methods of securities analysis are higher than those of other securities companies;

d) Providing false information to entice or invite clients to buy or sell a particular type of security;

đ) Providing misleading, fraudulent, or deceptive information to clients;

e) Other acts contrary to the law.

7. Implement accounting, auditing, statistical, and financial obligations in accordance with the law.

8. Timely, fully, and accurately disclose information and report in accordance with the law.

9. Establish information technology systems and backup databases to ensure safe and continuous operations.

10. Monitor securities transactions in accordance with the regulations of the Minister of Finance.

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

12. Fulfill other obligations as prescribed by securities law and related laws.

Article 5. Articles of Association of Securities Companies

 Securities companies when drafting their Articles of Association must comply with the provisions of this Circular and follow the principles below:

1. The Articles of Association of securities companies shall not contravene the provisions of the Securities Law and the Enterprise Law.

2. Securities companies that are public companies shall base their Articles of Association on the provisions of the Securities Law, the Enterprise Law, and this Circular. When drafting their Articles of Association, securities companies must refer to the model Articles of Association applicable to public companies as stipulated by the laws on corporate governance applicable to public companies.

3. Securities companies that are joint-stock companies but not yet public, and securities companies that are limited liability companies, when drafting their Articles of Association, must comply with the provisions of the Securities Law and the Enterprise Law.

4. When drafting their Articles of Association, securities companies must refer to Clause 2 and 3 of this Article. Additionally, they must specify the following contents in their Articles of Association:

a) Network of operations;

b) Scope of business activities;

c) Principles of operation;

d) Information about the license for establishment and securities business operations;

đ) Board of Directors/Board of Members, criteria for members of the Board of Directors/Board of Members;

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

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

h) Prevention of conflicts of interest;

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

5. Securities companies must publish their entire Articles of Association on the official website of the securities company.

Article 6. Shareholders, Members

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

2. Shareholders, members contributing capital holding 10% or more of the charter capital of a securities company may not take advantage of their position to harm the rights and interests of the company and other shareholders, members.

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

a) Shares or contributed capital being frozen, pledged, or subject to court decisions;

b) Shareholders, members who are organizations decide to change their name, divide, separate, dissolve, or declare bankruptcy.

4. Securities companies must report to the State Securities Commission on the cases stipulated in Clause 3 of this Article within five days from receiving notification from shareholders, members.

Article 7. Shareholders' Meeting, Board of Members, Company Owner

1. Securities companies must establish internal procedures regarding the formalities and sequence for convening and voting at shareholders' meetings, board of members meetings, and these procedures must be approved by the shareholders' meeting and board of members.

2. Joint-stock securities companies must hold annual shareholders' meetings within four months from the end of the fiscal year. In case such meetings cannot be held within the specified period, the securities company must report in writing to the State Securities Commission, stating the reasons and must hold the annual shareholders' meeting within the next two months.

3. Public securities companies must disclose information about shareholders' meeting resolutions according to the provisions of the securities law and the securities market regulations on information disclosure.

4. Securities companies must report the results of shareholders' meetings, board of members meetings, company owner meetings along with resolutions and related documents to the State Securities Commission within five working days from the end of the shareholders' meetings, board of members meetings, company owner meetings.

5. Shareholders' meetings, board of members, company owners of securities companies approve the auditing organization to conduct audits of financial reports and financial safety ratios. Within the same fiscal year, securities companies may not change the approved auditing organization, except in cases where the parent company changes the approved auditing organization or the approved auditing organization is suspended or revoked its approval status for auditing.

Article 8. Board of Directors, Board of Members

1. Members of the Board of Directors, members of the Board of Members of a securities company shall not concurrently be members of the Board of Directors, members of the Board of Members, General Director (Director) of another securities company.

2. The functions, duties, and contents of authority delegated to the Board of Directors, Board of Members, Chairman of the company, each member of the Board of Directors, each member of the Board of Members must be stipulated in the Company Charter.

3. The Board of Directors, Board of Members must establish internal procedures regarding the procedures for convening and voting at meetings of the Board of Directors, Board of Members.

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

Article 9. Supervisory Board, Internal Audit

1. A securities company operating under the model prescribed in Point a Clause 1 Article 137 of the Enterprise Law must ensure compliance with the following provisions:

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

b) The Supervisory Board must develop a supervisory process and must be approved by the Shareholders' Meeting or the Board of Members;

c) For a Supervisory Board with two or more members, the Supervisory Board must hold a minimum of two meetings per year. The minutes of the meeting must be recorded truthfully, fully documenting the content of the meeting and must be retained according to regulations;

d) When discovering that a member of the Board of Directors, a member of the Board of Members, a member of the General Management Board (Management Board) has violated laws, the Company Charter, leading to infringement on the rights and interests of the company, shareholders, Owners or customers, the Supervisory Board has the responsibility to request explanations within a certain period or propose to convene the Shareholders' Meeting, Board of Members, Owner to resolve the issue. For violations of laws, the Supervisory Board must report in writing to the Securities Commission within seven working days from the date of discovery of the violation.

2. A securities company operating under the model prescribed in Points a, b Clause 1 Article 137 of the Enterprise Law must ensure compliance with the functions and duties of the following provisions:

a) Independent assessment of the appropriateness and compliance with legal policies, the Company Charter, decisions of the Shareholders' Meeting, Owner, Board of Directors, Board of Members;

b) Reviewing, examining, and evaluating the completeness, effectiveness, and efficacy of the internal control system subordinate to the General Management Board (Management Board) to improve this system;

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

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

đ) Assessing compliance with legal regulations, ensuring safety measures for assets;

e) Evaluating internal audit through financial information and through business processes;

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

h) Evaluating the effectiveness of activities;

i) Assessing compliance with commitments in contracts;

k) Implementing control over the information technology system;

l) Investigating violations within the securities company;

m) Conducting internal audits of the securities company and its subsidiaries.

3. Internal audit activities must ensure the following principles:

a) Independence: the internal audit department must be independent from other departments of the securities company, including the management board; internal audit activities must be independent from management and operational activities of the securities company; internal audit staff must not undertake work within the scope of internal audit, nor concurrently hold positions in operational departments such as brokerage, proprietary trading, analysis, investment advisory, underwriting, risk management;

b) Objectivity: the internal audit department, employees of the internal audit department must ensure objectivity, fairness, and impartiality during the performance of their duties. The securities company must ensure that internal audit is not subject to any interference when performing its duties properly;

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

c) Integrity: internal auditors must perform their work honestly, carefully, and responsibly; comply with the law and publicly disclose the content of their work as required by law and professional standards;

d) Confidentiality: employees of the internal audit department must respect the value and ownership of received information, and may not disclose information without valid authorization unless there is a legal obligation to disclose information or internal company regulations require it;

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

a) Individuals working in this department must not be those who have been penalized with fines or higher for violations in the securities, banking, insurance sectors within the five years prior to the year of appointment;

b) The head of the internal audit department must be a person with expertise in law, accounting, auditing; Must have sufficient experience, credibility, and authority to effectively carry out assigned tasks;

c) Not be a person related to heads of specialized departments, personnel performing operations, General Director (Director), Deputy General Director (Deputy Director), Branch Manager in the securities company;

d) Hold a professional certificate on the basic issues of securities and the securities market or a securities business practice certificate, and a professional certificate on securities law and the securities market;

đ) Shall not concurrently hold other positions within the securities company;

Article 10. Board of Directors

1. The General Director (Director) manages the daily business operations of the securities company, subject to the supervision of the Board of Management, the Board of Members, the Company Owner, and is responsible before the Board of Management, the Board of Members, the Company Owner, and under the law for performing the rights and duties assigned;

2. The General Director (Director) and Deputy General Director (Deputy Director) of the securities company shall not simultaneously work for another securities company, fund management company, or other enterprise; the General Director (Director) of the securities company shall not be a member of the Board of Management or the Board of Members of another securities company;

3. The General Director (Director) and Deputy General Director (Deputy Director) responsible for business operations must meet the standards prescribed in Clause 5, Article 74 of the Securities Law;

4. The securities company must establish working regulations for the Board of General Directors (Board of Directors) and such regulations must be approved by the Board of Management, the Board of Members, and the Company Owner. Minimum working regulations must include the following main contents:

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

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

c) Reporting responsibilities of the Board of General Directors (Board of Directors) to the Board of Management, the Board of Members, the Company Owner, and the Supervisory Board;

Article 11. Risk Management

1. The Board of Management, the Board of Members, or the Company Owner of the securities company must establish a risk management system based on the following principles:

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

- Responsibilities of the Board of Management or the Board of Members or the Company Owner in managing risks;

- Responsibilities of the General Director (Director), the Supervisory Board, the Internal Auditor, and the internal control system in managing risks;

- Responsibilities of the Risk Management Department and heads of business departments within the securities company in managing risks;

- A clear and transparent risk management strategy reflected through long-term and specific phase risk policies approved by the Board of Management or the Board of Members or the Company Owner;

- Implementation plans through comprehensive policies and procedures;

- Regular oversight and review work by the General Director (Director);

- Issuance and implementation of comprehensive risk management policies and risk limits, establishing appropriate risk management information activities;

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

c) The risk management system must be established to ensure that risk management activities are conducted independently, objectively, honestly, and consistently;

d) The established risk management system must ensure that operational units and risk management units are organized separately and independently from each other, and the person in charge of the operational unit does not concurrently oversee the risk management unit and vice versa;

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

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

b) Internal procedures and regulations must be clearly presented so that all relevant individuals understand their duties and responsibilities and can describe the related risk management process in detail. The securities company must regularly review and update these internal procedures and regulations;

c) Internal procedures and regulations must ensure that state management agencies, internal auditors, internal controls, and supervisory boards understand the company's risk management activities;

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

- Organizational structure, functional duties, authority delegation mechanisms, and responsibilities;

- Risk policies, risk limits, risk identification procedures, risk measurement, monitoring, reporting, information exchange, and risk handling;

- Rules must ensure compliance with legal provisions;

3. The securities company must establish a risk management process system including the following contents: risk identification, risk measurement, risk monitoring, risk supervision, and risk handling;

4. Establishing contingency plans

a) The securities company must develop contingency plans for emergency situations to ensure the continuity of the company's business operations;

b) The General Director (Director) is responsible for developing and regularly reviewing contingency plans. Contingency plans must be approved by the Board of Management or the Board of Members or the Company Owner;

5. Principles for archiving documents and records

a) All documents, reports, meeting minutes, resolutions of the Board of Management or the Board of Members, decisions of the Company Owner, risk reports, decisions of the General Director (Director), and other documents related to risk management must be fully archived and readily available for provision to state management agencies upon request;

b) The retention period for documents specified in Point a, Clause 5 of this Article shall be implemented in accordance with legal provisions.

Article 12. Internal Control

1. Securities companies must establish an internal control department under the General Director Board (Board of Directors). The internal control system includes an independent and specialized staff, procedures.

2. The internal control department under the General Director Board (Board of Directors) has the responsibility to monitor compliance with:

a) Checking and supervising compliance with laws and regulations, company charters, decisions of the Shareholders' Meeting, decisions of the Board of Management, operational rules and procedures, risk management procedures of the company, related departments, and securities practitioners within the company;

b) Monitoring the implementation of internal regulations, potential conflicts of interest within the company, especially for the company's own business activities and personal transactions of company employees; monitoring the fulfillment of responsibilities by company officers and employees, and the responsibilities of partners for authorized activities;

c) Reviewing the content and supervising the implementation of professional ethics rules;

d) Supervising the calculation and compliance with financial safety regulations;

đ) Separating customer assets;

e) Safeguarding and storing customer assets;

g) Monitoring compliance with legal provisions on anti-money laundering;

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

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

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

b) Ensuring customer rights;

c) Safe and effective operations of the securities company; protecting, managing, and using assets and resources safely and effectively;

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

4. Requirements for personnel in the internal control department

a) At least one employee must be assigned to perform compliance monitoring;

b) The head of the internal control department must be a person with expertise in law, accounting, auditing, sufficient experience, credibility, and authority to effectively execute assigned tasks;

c) Not be a person related to heads of specialized departments, personnel performing operations, General Director (Director), Deputy General Director (Deputy Director), Branch Manager in the securities company;

d) Hold a certificate in Basic Issues of Securities and the Securities Market or a Securities Practice Certificate, and a certificate in Securities Law and the Securities Market;

đ) Shall not concurrently hold other positions within the securities company;

Chapter III

SECURITIES COMPANY OPERATIONAL ACTIVITIES

Article 13. Responsibilities of securities companies when performing brokerage services

1. Securities companies must assign securities practitioners to work in the following positions:

a) Advising, explaining contracts, and handling procedures for opening trading accounts for customers;

b) Advising customers on securities transactions;

c) Receiving and controlling customers' securities transaction orders;

d) Heads of departments related to securities brokerage activities.

2. Securities companies must comply with regulations on preventing money laundering according to current laws.

3. Data on customer brokerage accounts opened at securities companies must be centrally managed and must be backed up at another location.

4. Securities companies conducting brokerage services shall not:

a) Provide opinions on increasing or decreasing stock prices without basis to attract customers to participate in transactions;

b) Agree or offer specific interest rates or share profits or losses with customers to attract them to participate in transactions;

c) Directly or indirectly set up fixed locations outside those approved by the State Securities Commission to sign account opening agreements with customers, receive orders, execute securities transactions, or settle securities transactions with customers, except in cases of online securities transactions;

d) Receive orders or settle transactions with persons who are not named on the trading account without written authorization from the account holder;

đ) Disclose customer order placement details or other confidential information obtained during transactions to customers unless required for public disclosure or inspection as stipulated by law;

e) Use the name or account of customers to register or trade securities;

g) Infringe upon customers' assets, rights, and other interests.

Article 14. Obligations of securities companies towards clients when performing brokerage services

1. Securities companies must comply with the provisions of law set forth in Clause 1, 2, and 3 of Article 91 of the Securities Law when performing brokerage services.

2. Securities companies have the obligation to update client information upon request from the client.

3. Securities companies must enter into a trading account opening contract with clients, directly execute securities transactions for clients, and bear legal responsibility for these activities.

4. Securities companies must monitor in detail the funds and securities of each client, provide information on balances, changes in funds and securities to clients upon their request.

5. Securities companies must disclose transaction fees for securities transactions before clients execute transactions, and must publish such fees on the company's electronic information website.

6. Securities companies must establish a dedicated department responsible for communicating with clients and resolving their inquiries and complaints.

Article 15. Opening Trading Accounts for Securities

1. To execute buy and sell securities transactions for clients, securities companies must process the opening of trading accounts for each client based on a securities trading account opening contract with the client. The account opening contract must comply with current regulations and include minimum contents as prescribed in Appendix III issued together with this Circular.

2. Securities companies have the obligation to explain the contents of the trading account opening contract and related procedures when executing securities transactions for clients, and to understand the client’s financial capacity, risk tolerance, and expected returns.

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

a) Agreements aimed at evading the legal obligations of the securities company without justifiable reasons;

b) Agreements limiting the scope of compensation of the securities company without justifiable reasons or transferring risks from the securities company to the client;

c) Agreements compelling clients to fulfill compensation obligations unfairly;

d) Agreements causing unfair disadvantage to clients.

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

Article 16. Receiving and Executing Trading Orders

1. Securities companies receive trading orders from clients through the following methods:

a) Directly receiving order forms at the trading counter;

b) Receiving orders remotely via telephone, fax, internet, and other transmission means.

2. Securities companies may only execute online securities transactions in accordance with the provisions of Article 201 of the Decree detailing the implementation of certain provisions of the Securities Law.

3. In cases where trading orders are received online, via telephone, fax, and other transmission means, securities companies must comply with:

a) The Electronic Transactions Law and guiding documents;

b) Verifying the client and ensuring that all relevant information is recorded at the time of receipt, retaining evidence to prove the placement of orders by clients so that they can be traced if necessary;

c) Ensuring the principle of confirming with clients before entering orders into the trading system;

d) Implementing measures to ensure the security and safety of transmission channels and appropriate remedies when orders cannot be entered into the trading system due to company errors.

4. Securities companies may only execute client orders when the trading order contains complete and accurate information about the client, the date of transaction, the time of order receipt, the stock code, the order type, quantity, and transaction price. Client trading orders must be recorded by the securities company with the time (date, hour, minute) of receipt at the time of receipt.

5. Securities companies must execute client trading orders quickly and accurately.

6. When executing payment for client securities purchase or sale orders, securities companies must ensure sufficient funds and securities according to regulations and must take necessary measures to ensure the client's ability to pay when the transaction order is executed.

7. Securities companies must notify clients of the results of executed trading orders immediately after the orders are matched, using the method agreed upon between the client and the securities company in the contract.

Article 17. Management of Customer Funds

1. Securities companies must manage separately the securities trading deposits of each customer, separating customer funds from the company's own funds.

2. Securities companies shall not directly receive and pay out cash for customers' securities transactions but must conduct such activities through commercial banks.

3. Securities companies may not abuse customer funds in any form. Transactions related to customer funds can only be carried out in accordance with the provisions of the law.

4. Securities companies must establish a separate management system for customer funds according to the method specified in Point a of this Clause. In addition, securities companies may supplement the system according to the method specified in Point b of this Clause for customers to choose:

a) Customers of the securities company open accounts directly at a commercial bank selected by the securities company to manage securities trading funds. Under this method, the customer, the securities company, and the commercial bank have an agreement on the procedures for confirming, freezing balances, and transferring payment for the customer's securities transactions. After the customer's securities purchase order is matched, the securities company has the right to request the bank where the investor has an account to transfer the corresponding matched value into a settlement account for securities transactions opened by the securities company at a commercial bank selected by the securities company. The securities company is obligated to act on behalf of the customer to settle securities transactions with relevant parties.

b) The securities company opens a dedicated account at a commercial bank to manage customer securities trading deposits. The dedicated account must be opened separately and isolated from other accounts of the securities company.

This dedicated account serves only for customer transactions, specifically:

- Customers deposit or transfer money into the securities trading account;

- Customers withdraw or transfer money out of the securities trading account;

- Customers settle securities transactions;

- Customers collateralize transactions, submit bidding prices to buy securities;

- Customers settle the exercise of rights to buy securities;

- Other settlement cases of customers as required by customers and in compliance with legal regulations.

Securities companies are responsible for establishing accounting systems to manage deposits of each investor. Securities companies are obligated to clearly determine the balance at any time for each customer and provide detailed statements of each customer's balance upon request by the customer or competent state authorities.

Securities companies are responsible for ensuring the execution of all withdrawal and transfer requests of customers within the scope of their balances when customers no longer owe anything to the securities company.

Securities companies may not accept customer authorization to internally transfer funds between customer accounts.

5. Securities companies must publish on their electronic information website and at their branches and transaction offices a list of commercial banks chosen for the two methods of managing customer securities trading funds.

6. Within the latest three working days from the date of signing contracts as stipulated in Points a and b of Clause 4 of this Article, securities companies must report to the State Securities Commission along with a certified copy of the contract between the securities company and the commercial bank.

7. In case of weekly reporting, before 16:00 on Mondays or the first working day of the week, securities companies with dedicated accounts must report to the State Securities Commission the number of customers and the balance of customer funds in the dedicated account opened by the securities company at a commercial bank according to the model prescribed in Appendix II issued together with this Circular. The reported figures are settled at the end of the working day immediately preceding the reporting date.

Article 18. Management of Client Securities

1. For securities that have been registered for centralized custody:

a) The securities company must manage client securities separately from its own securities;

b) The securities company must deposit client securities with the Vietnam Securities Depository and Central Counterparty Company in accordance with laws on registration, custody, and settlement of securities transactions;

c) The securities company has the responsibility to promptly and fully inform clients about any rights arising in connection with their securities;

d) Deposit, withdrawal, and transfer of securities shall be carried out according to the client's instructions and in accordance with regulations on registration, custody, and settlement of securities transactions.

2. For securities not yet registered for centralized custody, the securities company may register and custody client securities at the securities company based on contracts signed with clients and in accordance with Article 21 of this Circular.

Article 19. Entrusted Management of Individual Investor’s Securities Trading Accounts

1. General principles

a) A securities company licensed for brokerage business in accordance with Clause 1, Article 86 of the Securities Law may provide services for managing individual investors' securities trading accounts on an entrusted basis;

b) The provision of such services to investors shall be based on a contract between the securities company and the individual investor;

c) The securities company shall not accept full authority to make all trading decisions on behalf of individual investors in their securities trading accounts. Clients must clearly specify the specific contents of the entrustment in accordance with Clause 2 of this Article;

d) Securities permitted for purchase and sale on an entrusted basis include listed shares and investment fund certificates traded on the Stock Exchange, excluding securities traded on the UpCom system of unlisted public companies;

đ) The securities company shall designate a securities practitioner holding a financial analysis or fund management license to manage the entrusted trading account. This designation shall be clearly stated in the contract signed between the company and the individual investor.

2. The scope of entrustment includes the following contents:

a) Type of securities traded;

b) Maximum volume that can be bought or sold for each type of security;

c) Maximum value for each transaction order;

d) Total maximum transaction value for one trading day;

đ) Method of trading, type of transaction order.

3. The securities company has the responsibility to compile information on the client's financial capacity, investment period, investment objectives, acceptable risk level, investment restrictions, investment portfolio (if any), and other requirements before signing the contract. In cases where the client does not provide complete information or provides inaccurate information, the securities company has the right to refuse to sign the contract.

4. Entrusted Contract

a) The term of the entrusted contract shall not exceed one year from the date of signing the contract;

b) The minimum contents of the entrusted contract shall include:

- Information about the client;

- Information about the securities practitioner assigned to manage the client's account;

- Contents of the entrustment;

- Rights and obligations of the parties in the contract;

- Management contract fees and bonuses;

- Payment method and contract termination;

- The method of resolving disputes.

5. In case the securities company fails to comply with the contract signed with the client, causing losses to the client, the securities company shall be responsible for compensating the entrusting client according to the written agreement between both parties; if profits arise, such profits shall belong to the entrusting client.

6. Rights and Obligations of the Entrusted Securities Company

a) Act honestly and in the best interest of the client, not using client information for personal gain and causing harm to the client;

b) Request clients to provide necessary information;

c) Carry out purchases/sales of securities within the scope of the entrustment;

d) Clearly explain and provide comprehensive information to the client about all possible risks arising from the management of the securities trading account on an entrusted basis;

đ) Provide the client with a monthly or ad hoc statement of transactions upon request of the entrusting client;

e) Notify the client within 24 hours when the assets in the entrusted trading account fall below 25% of the total value of the entrusted contract;

g) Report monthly according to the form prescribed in Appendix II issued together with this Circular or report as required by the State Securities Commission on the management of entrusted trading accounts;

h) Provide a list of qualified securities practitioners for the client to choose from to manage the entrusted account;

i) Establish an independent monitoring department to oversee the management and trading of securities in the entrusted trading account of the securities practitioner to ensure that the trading activities are consistent with the agreements in the entrusted contract and the client's investment objectives;

k) All transaction orders under the entrusted contract must be accurately recorded with the time of execution;

l) The securities company must notify and obtain written consent from the client for investments in securities issued and guaranteed by the company during the guarantee period.

Article 20. Online Securities Transactions

1. Obligations of securities companies when providing online securities transaction services

a) Ensuring continuous and smooth transactions;

b) Ensuring security, safety, and data confidentiality of the system;

c) Having backup systems and alternative plans in case of incidents;

d) Being separate from other electronic information systems of the company;

đ) Issuing procedures for operating, managing, and using the online securities trading system.

2. When providing online securities transaction services to customers, securities companies must sign contracts or appendices to customer account opening contracts, including the following contents:

a) Announcing potential risks that may occur during online securities transactions;

b) Specifying the responsibilities of customers and securities companies regarding the confidentiality of customer online transaction information.

3. Securities companies must report to the State Securities Commission on their activities of online securities transactions, the status of the online securities trading system, and disclose information according to the laws guiding electronic transactions.

Article 21. Registration, Custody, and Settlement of Securities

1. Scope of Implementation

a) Providing securities registration and custody services to customers;

b) Executing payments for securities transactions on the Stock Exchange for customers;

c) Providing shareholder record management and transfer agency services upon request of issuers that are not public companies.

2. Rights and Obligations of Securities Companies

a) Opening custody accounts for customers at the securities company and managing customers' securities custody accounts in accordance with the law. Customers' securities custody accounts must be separate from the company's own securities custody accounts;

b) Accurately recording and updating information about customers who have opened custody accounts and the securities they hold that have been deposited with the company;

c) Safeguarding, storing, collecting, and processing data related to customers' securities registration, custody, settlement activities;

d) Establishing procedures for securities registration, custody, settlement, shareholder record management, transfer agency, and internal control procedures to manage and protect customers' or security holders' rights;

đ) Charging service fees for securities registration and custody activities and other types of service fees as prescribed by law.

Article 22. Proprietary Securities Trading Business

1. Securities companies must ensure sufficient funds and securities to settle their own trading orders.

2. The proprietary trading business of securities companies must be conducted under their own name, without borrowing another person's name or conducting it under an individual's name or allowing others to use their proprietary trading account.

3. The following cases shall not be considered as proprietary securities trading:

a) Buying and selling securities to correct errors after transactions;

b) Buying and selling shares of themselves.

4. Securities companies must prioritize executing customer orders before executing their own orders.

5. Securities companies must inform customers when they are counterparties in negotiated transactions with customers.

6. In cases where customer buy or sell orders for a type of security could significantly impact its price, securities companies may not purchase or sell the same type of security for themselves or disclose such information to third parties buying or selling the same security.

7. When customers place limit orders, securities companies may not buy or sell the same type of security for themselves at a price equal to or better than the customer's price before the customer's order is executed.

Article 23. Securities Issuance Guarantee Business

1. A securities company that undertakes to guarantee the issuance of securities to the public by purchasing part or all of the securities from the issuer shall only be permitted to guarantee the issuance of a total value of securities not exceeding its paid-in capital and not exceeding fifteen times the difference between short-term assets and short-term liabilities as reported in the most recent quarterly financial report.

2. A securities company shall not guarantee the issuance under a firm commitment arrangement or act as the principal guarantor in the following cases:

a) The securities company, independently or together with its subsidiary or associated person, holds at least 10% of the charter capital of the issuer, or has control over the issuer, or has the right to appoint the General Director (Director) of the issuer;

b) At least 30% of the charter capital of the securities company and at least 30% of the charter capital of the issuer are held by the same individual or organization;

c) The issuer, independently or together with its subsidiaries or associated persons, holds at least 20% of the charter capital of the securities company, or has control over the securities company, or has the right to appoint the General Director (Director) of the securities company;

d) Members of the Board of Directors, General Director (Director), and associated persons of the securities company are simultaneously members of the Board of Directors, General Director (Director) of the issuer;

đ) Members of the Board of Directors, General Director (Director), and associated persons of the issuer are members of the Board of Directors, General Director (Director) of the securities company;

e) The securities company and the issuer have the same legal representative.

3. A securities company that accepts the guarantee for the issuance of securities must open a separate account at a commercial bank to receive investors' funds for purchasing securities.

Article 24. Securities Investment Advisory Business

1. To provide securities investment advisory services to customers, a securities company must enter into a contract with the customer containing the following minimum contents:

a) Rights, obligations, and responsibilities of the parties to the contract;

b) Scope of securities investment advisory;

c) Service delivery method;

d) Service fee.

2. A securities company must collect and manage information about customers, including:

a) The financial situation of the customer;

b) The customer's investment objectives;

c) The customer's risk tolerance;

d) The customer's experience and understanding of investment.

3. The contents of securities investment advisory must be reasonable and appropriate based on reliable information, logical analysis. Investment recommendations must be relevant and consistent with the analysis of securities and the securities market. Securities analysis reports and market recommendations must clearly state the source of data and the name of the person responsible for the content of the report and investment recommendation.

4. A securities company providing investment advice to customers must ensure that customers make investment decisions based on full information provided, including the content and risks of the products and services offered.

5. A securities company must keep confidential the information received from service users during the provision of advisory services except where the customer consents or otherwise provided by law.

6. A securities company must provide investment advice suitable to the customer's investment objectives and financial situation and must be responsible for the results of the analysis and the reliability of the information provided to the customer.

7. A securities company shall not provide securities investment advisory services to a company in which it holds at least 10% of the charter capital.

Article 25. Other Financial Services

1. Securities companies when providing other financial services as prescribed in Clause 5, Article 86 of the Securities Law must be related to and support the licensed business activities of the securities company and must ensure that they do not affect the interests of customers, of the securities company itself, and of the market.

2. Securities companies shall not provide advisory services for issuing offers, listing securities, shareholding restructuring, and determining enterprise value for companies in which they hold 10% or more of the charter capital.

3. Securities companies may only provide other financial services in compliance with the provisions of the law after reporting in writing to the State Securities Commission. The State Securities Commission has the right to require the temporary suspension or cessation of the provision of other financial services by the securities company if such service contravenes the provisions of the law or causes systemic risks to the securities market.

Chapter IV

PROVISIONS ON FINANCIAL MATTERS APPLICABLE TO SECURITIES COMPANIES

Article 26. Limitations on Borrowing

1. The ratio of total debt to shareholders' equity of a securities company shall not exceed five times. The total debt value under this provision does not include the following items:

a) Customer securities trading deposits;

b) Welfare bonus fund;

c) Provision for unemployment benefits;

d) Provision for investor compensation.

2. Short-term debt of a securities company shall not exceed short-term assets.

3. A securities company issuing bonds shall comply with the provisions of Article 31 of the Securities Law, the Decree detailing implementation of certain articles of the Securities Law, and the laws on corporate bond issuance and must ensure compliance with the ratios specified in Clauses 1 and 2 of this Article.

Article 27. Limitations on Lending

1. Except in cases prescribed in Clause 1, Article 86 of the Securities Law, a securities company shall not lend money or securities in any form.

2. A securities company shall not use its own funds or customer funds to guarantee payment obligations to third parties.

3. A securities company shall not lend money or securities in any form to the Shareholder, major shareholder, member of the Supervisory Board, member of the Management Board, member of the Board of Members, member of the General Director's Board, Chief Accountant, or other management positions appointed by the Management Board of the securities company, or persons related to these entities.

4. A securities company that has conducted margin trading transactions in accordance with the law may lend money to customers to purchase securities through margin trading transactions in accordance with the guidelines of the Ministry of Finance.

5. A securities company may lend securities to correct transaction errors or to execute exchange transactions of exchange-traded funds or other forms as prescribed by relevant laws.

Article 28. Limitations on Investment

1. A securities company shall not purchase or contribute capital to acquire real estate except for use as headquarters, branches, or transaction offices directly serving the business activities of the securities company.

2. A securities company purchasing or investing in real estate as prescribed in Clause 1 of this Article and fixed assets shall follow the principle that the remaining value of fixed assets and real estate shall not exceed 50% of the total asset value of the securities company.

3. The total investment value in corporate bonds of a securities company shall not exceed 70% of shareholders' equity. A securities company permitted to conduct proprietary securities trading may resell listed bonds in accordance with relevant regulations on resale transactions.

4. A securities company shall not directly or entrust another organization or individual to carry out:

a) Investing in shares or equity contributions of a company holding over 50% of the charter capital of the securities company, except for purchasing odd-lot shares at the request of customers;

b) Jointly investing with related parties in 5% or more of the charter capital of another securities company;

c) Investing more than 20% of the total number of shares or fund certificates in circulation of a listed entity;

d) Investing more than 15% of the total number of shares or fund certificates in circulation of a non-listed entity, this provision does not apply to member fund certificates, exchange-traded funds, and open-ended funds;

đ) Investing or contributing capital more than 10% of the total capital contribution of a limited liability company or business project;

e) Investing or contributing capital more than 15% of the shareholders' equity in an organization or business project;

g) Investing more than 70% of shareholders' equity in shares, equity contributions, and business projects, of which no more than 20% of shareholders' equity can be invested in unlisted shares, equity contributions, and business projects.

5. A securities company may establish or acquire a fund management company as a subsidiary. In this case, the securities company is not required to comply with the provisions of Points c, d, and đ of Clause 4 of this Article. A securities company planning to establish or acquire a fund management company as a subsidiary must meet the following conditions:

a) Shareholders' equity after establishing or acquiring a fund management company must be at least equal to the minimum charter capital required for the business operations currently being conducted;

b) The available capital ratio after establishing or acquiring a fund management company must be at least 180%;

c) After establishing or acquiring a fund management company, the securities company must ensure compliance with borrowing limitations prescribed in Article 26 of this Circular and investment limitations prescribed in Clause 3 of this Article and Point e of Clause 4 of this Article.

Chapter V

REPORTING SYSTEM

Article 29. Reporting System

1. The reports of securities companies must be complete, timely, and accurately reflect the actual situation of the securities company.

2. Securities companies must submit periodic reports via electronic data files to the State Securities Commission through the Commission's information system according to the deadlines and regulations as follows:

a) Within five working days of the following month, securities companies must submit the Monthly Operations Report (in accordance with the forms prescribed in Appendix I and Appendix II of this Circular);

b) Within twenty days from the end of the quarter, securities companies must submit the Quarterly Financial Report. In cases where securities companies are required to prepare consolidated quarterly financial reports, they must submit the consolidated quarterly financial report within thirty days from the end of the quarter;

c) Within forty-five days from the end of the first six months of the fiscal year, securities companies must submit the Semi-annual Financial Report and the Financial Safety Ratio Report on June 30, which have been reviewed by an approved auditing organization. In cases where securities companies are required to prepare consolidated semi-annual financial reports, they must submit the reviewed consolidated semi-annual financial report within sixty days from the end of the first six months of the fiscal year;

d) Annual Report

Before January 20 of the following year, securities companies must submit the Comprehensive Operations Report of the company (in accordance with the forms prescribed in Appendix I and Appendix II of this Circular).

Before March 31 of the following year, securities companies must submit to the State Securities Commission the Annual Financial Report and the Financial Safety Ratio Report on December 31, which have been audited by an approved auditing company. In cases where securities companies are required to prepare consolidated annual financial reports, they must submit the audited consolidated annual financial report within one hundred days from the end of the fiscal year;

đ) The financial reports of securities companies submitted to the State Securities Commission as stipulated in Points b, c, and d of this Clause must be complete in terms of components and content as prescribed by accounting laws for securities companies;

e) In cases where the financial report has an audit opinion with exceptions not detailed in the exception items and reasons, the securities company must provide an explanatory document and obtain confirmation from the auditor to submit to the State Securities Commission no later than thirty days from the date of submission as prescribed in Points c and d of this Clause;

3. Within three working days from the occurrence of the events below, securities companies must report to the State Securities Commission in writing:

a) Borrowing or investing exceeding the limits prescribed in Article 26 and Article 28 of this Circular;

b) The opening day of the main office, branch, or trading room of the securities company;

4. Risk Management Report

Before January 31 and July 31 each year, securities companies must submit the Annual/Semi-annual Report on Risk Management Activities (in accordance with the form prescribed in Appendix IV of this Circular);

5. Reports upon Request

In case of necessity, the State Securities Commission may require securities companies to submit written reports specifying the content and deadline for reporting;

Chapter VI

IMPLEMENTING PROVISIONS

Article 30. Implementation Provisions

1. This Circular takes effect from February 15, 2021.

2. This Circular replaces Circular No. 210/2012/TT-BTC dated November 30, 2012, issued by the Minister of Finance guiding the establishment and operation of securities companies, and Circular No. 07/2016/TT-BTC dated January 18, 2016, issued by the Minister of Finance amending and supplementing certain provisions of Circular No. 210/2012/TT-BTC dated November 30, 2012, issued by the Minister of Finance guiding the establishment and operation of securities companies;

3. From the date this Circular takes effect, securities companies are responsible for amending their Company Charter at the nearest General Shareholders' Meeting in accordance with the Securities Law dated November 26, 2019, the Enterprise Law dated June 17, 2020, this Circular, and related legal provisions;

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