Circular No. 123/2015/TT-BTC guides foreign investment activities on the Vietnamese securities market.

CIRCULAR

Guidelines for foreign investment activitieson the Vietnamese securities marketm

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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;

Based on the Enterprise Law dated November 26, 2014;

Pursuant to the Investment Law on November 26, 2014;

Pursuant to the Law on Electronic Transactions dated November 29, 2005;

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;

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. 60/2015/NĐ-CP dated June 26, 2015 of the Government amending and supplementing certain provisions of 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. 64/2007/NĐ-CP dated April 10, 2007 of the Government on the application of information technology in the operations of state agencies;

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

The Minister of Finance issues this Circular guiding foreign investment activities on the Vietnamese securities market.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular guides securities trading, investment activities, and the ownership ratio of foreign investors on the Vietnamese securities market, excluding the following foreign investment activities:

a) Investment activities prescribed in Article 22, Article 27, and Article 28 of the Investment Law;

b) Capital contribution activities to establish companies, share transactions of companies that are not public companies, or the capital contribution of limited liability companies, except for capital contributions, purchasing shares, or equity stakes at securities trading organizations, securities investment funds.

Article 2. This Circular applies to the following entities:

a) Foreign investor;

b) Economic organization holding more than 51% of the charter capital from foreign investors;

c) Depositary bank, securities trading organization;

d) Issuing organization, public company;

e) Other organizations and individuals related to the above.

Article 2. Interpretation of Terms

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

1. Certified copy is a certified copy in accordance with relevant laws.

2. AUTHORIZED REPRESENTATIVE of a foreign organization is:

a) Chairman of the Board of Directors, Chairman of the Board of Members, Company Secretary, or Director (General Director) of the foreign organization, owner of the foreign organization;

b) Person authorized under the Articles of Association of the foreign organization or according to the capital contribution agreement or equivalent documents of the foreign organization having sufficient authority to sign documents and perform tasks stipulated in this Circular;

c) Person authorized in writing by the person specified in points a and b of this clause, confirmed by a notary public abroad or recognized by a lawyer or notary public abroad as having sufficient authority to represent the foreign organization under foreign law.

3. Trading representative is an individual in Vietnam meeting the requirements stipulated in Clause 6, Article 3 of this Circular, authorized by a foreign investor to conduct securities trading and investment activities on the Vietnamese securities market, disclose information, and report to competent state management agencies in accordance with Vietnamese law.

4. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. is a dossier containing all required documents as stipulated in this Circular, with contents declared in compliance with and fully detailed according to the law.

5. Securities trading organization includes securities companies and fund management companies in Vietnam.

6. Foreign investor is an individual with foreign nationality; an organization established under foreign law and conducting investment and business activities in Vietnam (hereinafter referred to as a foreign organization).

7. Group of foreign investors related includes foreign organizations that are related parties having relationships with each other in one of the following cases:

a) Foreign funds, foreign organizations managed by the same domestic or foreign fund management company;

b) Sub-funds of the same master fund (master fund), sub-funds of the same fund, feeder funds funded by the same source fund (feeder fund);

c) Multiple investment portfolios managed by different fund management companies (Multiple Investment Managers Fund - MIMF);

d) Portfolios of the same foreign investment fund or the same foreign investor, including cases where they are deposited in different depository accounts;

e) Foreign funds, foreign investors having the same trading representative.

8. Depository member are securities companies and commercial banks licensed by the State Securities Commission to operate depositary services and registered as members of the Vietnam Securities Depository Center.

Chapter II

SECURITIES INVESTMENT REGISTRATION

Article 3. Foreign investors' securities investment activities

1. Foreign investors shall carry out investments on the Vietnamese securities market in the following forms:

a) Directly or through authorized trading representatives, securities business organizations to buy, sell shares, bonds, and other types of securities; invest capital contributions, buy, sell, swap shares in accordance with securities laws and the securities market regulations;

b) Indirect investment by entrusting capital to fund management companies, branches of foreign fund management companies operating in Vietnam for management.

2. Prior to implementing investment activities as stipulated in point a, Clause 1 of this Article, foreign investors must register their securities trading code with the Vietnam Securities Depository through depositary members in accordance with Article 4 of this Circular.

3. Foreign investors only need to implement investment as stipulated in point b, Clause 1 of this Article without registering a securities trading code. In this case, the fund management company, branch of a foreign fund management company operating in Vietnam providing trust asset management services for foreign investors shall be issued a securities trading code registration certificate by the Vietnam Securities Depository.

4. Foreign investors ensure that transactions as stipulated in Clause 1 of this Article and transactions carried out by related parties, groups of related foreign investors are not aimed at creating false supply and demand, manipulating securities prices, and other prohibited trading behaviors as prescribed by law.

5. Foreign investors fulfill tax declaration, payment, and settlement obligations related to securities activities in Vietnam in accordance with Vietnamese law or authorize depositary members, securities business organizations, representative offices to declare, pay, and settle taxes, fees, and charges in compliance with Vietnamese law.

6. Foreign investors may choose a trading representative in Vietnam meeting the following conditions:

a) Having full civil capacity; not being in the process of serving a prison sentence or being banned from engaging in business by a court;

b) Holding a securities business license;

c) Not concurrently being an employee of a securities business organization, branch of a foreign fund management company, or a depositary bank operating in Vietnam;

d) Being the sole trading representative in Vietnam for the foreign investor and authorized in writing by the foreign investor.

7. Foreign investors, trading representatives, securities business organizations providing services to foreign investors must comply with legal provisions regarding foreign ownership ratios in Vietnamese enterprises.

In cases where swap transactions with ETF funds or physical delivery methods for derivative securities lead to foreign ownership ratios exceeding the prescribed limits for underlying securities or base securities, the Vietnam Securities Depository shall have the responsibility to require the fund management company, clearing member, and trading counterparties of the foreign investor to sell the excess underlying securities or base securities and settle the proceeds in cash to the foreign investor.

8. Except for open-ended funds, economic organizations with foreign investors owning 51% or more of the charter capital, including indirect ownership through delegation or entrusted investment, must register a securities trading code and comply with legal provisions on foreign ownership ratios when participating in investments on the Vietnamese securities market.

Article 4. Registration of Securities Trading Code Numbers

1. Foreign investors shall register securities trading code numbers with the Vietnam Securities Depository Center according to the following procedures:

a) Foreign investors submit a complete set of valid documents as prescribed in Clause 2 of this Article to the depositary member.

b) The depositary member reviews the application for registration of the securities trading code number from foreign investors and reports the information as prescribed in Appendix 1 and Appendix 2 issued together with this Circular on the online securities trading code number registration system of the Vietnam Securities Depository Center.

c) Within one (01) working day from the date of receiving the reported information from the depositary member, the Vietnam Securities Depository Center issues and electronically confirms the securities trading code number to foreign investors through the depositary member on the online securities trading code number registration system. In case of rejection, the Vietnam Securities Depository Center will respond on the system and clearly state the reasons.

Foreign investors may proceed with the procedure to open a securities trading account and commence investment immediately after being issued a securities trading code number in electronic confirmation form by the Vietnam Securities Depository Center.

d) Within five (05) working days from the date of receiving the securities trading code number, the depositary member submits a complete set of documents for registration of the securities trading code number to the Vietnam Securities Depository Center as prescribed in Clause 2 of this Article for review and storage.

đ) Within five (05) working days from the date of receiving the complete set of documents from the depositary member as prescribed in Point d of this Clause, the Vietnam Securities Depository Center issues a certificate of registration of the securities trading code number to foreign investors (through the depositary member) according to the model prescribed in Appendix 20 issued together with this Circular.

e) The Vietnam Securities Depository Center stores all registration documents for the securities trading code number and provides them to the State Securities Commission upon request in writing.

2. Documents for registration of the securities trading code number include:

a) A securities trading code number registration form according to the model prescribed in Appendix 1 or Appendix 2 issued together with this Circular (in hard copy or certified true copy sent via telecommunication), accompanied by a certified true copy of the power of attorney authorizing the depositary member to register the securities trading code number.

b) Identification documents of the investor as guided in Appendix 12 issued together with this Circular (for organizations) or a certified true copy of a valid passport or other lawful personal identification (for individuals).

c) In cases where foreign investors have transaction representatives, additional documents include:

- A power of attorney for the transaction representative according to the model prescribed in Appendix 10 issued together with this Circular;

- A Transaction Representative Information Form according to the model prescribed in Appendix 11 issued together with this Circular;

- A certified true copy of the identity card (citizen identification card) or valid passport or other lawful personal identification of the transaction representative.

- A certified true copy of the securities trading license of the transaction representative.

3. Documents prescribed in Clause 2 of this Article must ensure:

a) Except for documents citing content published on the official website of the competent authority of a foreign country, documents established in a foreign language must be notarized or authenticated according to the laws of that country. Documents established in Vietnamese by authorized agencies or organizations in Vietnam must be notarized or authenticated according to Vietnamese law. The time of notarization or authentication must not exceed one (01) year, calculated from the date when the foreign investor submits the documents to the depositary member.

b) Except for documents in English or English translations already notarized or authenticated according to foreign law, documents in other foreign languages must be translated into Vietnamese. The translation into Vietnamese must be carried out by the depositary member or by a legally operating translation organization in Vietnam.

4. Foreign investors are responsible under Vietnamese law for the accuracy, validity, and truthfulness of the documents for registration of the securities trading code number. Depositary members are responsible under Vietnamese law to ensure the completeness, accuracy, and truthfulness of the information provided by investors on the online securities trading code number registration system of the Vietnam Securities Depository Center.

5. Foreign investors shall not be considered for issuance of a securities trading code number in the following cases:

a) Currently under investigation or previously penalized by domestic or foreign regulatory authorities for prohibited acts under securities laws, money laundering activities, or administrative or criminal offenses in financial, banking, foreign exchange management, or tax sectors without having completed the administrative penalty decision or without having fully executed the administrative penalty decision.

b) Having had their securities trading code number revoked within two (02) years prior to the submission of the application for registration of the securities trading code number.

6. Fund management companies and branches of foreign fund management companies in Vietnam may register securities trading code numbers to manage the investment portfolios of foreign investors as stipulated in Point b Clause 1 of Article 3 of this Circular. The registration process for these entities follows the guidance of the Vietnam Securities Depository Center. The documents for registration of the securities trading code number include the following:

a) Documents prescribed in Point a Clause 2 of this Article.

b) A certified true copy of the deposit agreement between the fund management company or branch of a foreign fund management company and the depositary bank.

c) A certified true copy of the business license for the establishment and operation of the fund management company or branch of a foreign fund management company in Vietnam.

7. Foreign securities companies are granted two (02) securities trading code numbers: one (01) for proprietary accounts and one (01) for brokerage accounts of the company.

8. Foreign investment funds, foreign organizations managed by multiple fund management companies (MIMFs); foreign government investment organizations or international intergovernmental investment organizations shall register multiple securities transaction codes according to the following principles:

a) Each investment portfolio of a foreign government investment organization or an international intergovernmental investment organization deposited with a single custodian bank shall be registered with one securities transaction code;

b) Each investment portfolio managed by a single fund management company within an MIMF shall be registered with one securities transaction code; self-managed portfolios shall also be assigned a separate securities transaction code.

9. In cases where foreign investment funds, foreign investment organizations as stipulated in Clause 8 of this Article, and foreign securities companies have already been granted one (01) securities transaction code, the application for registering an additional one (01) securities transaction code shall include the documents specified in point a, Clause 2 of this Article, along with documents proving that the foreign organization meets the requirements set forth in Clause 8 of this Article and a copy of the previously issued securities transaction code certification.

Article 5. Changes Must Be Reported to the Vietnam Securities Depository Center

1. Prior to implementing changes, foreign investors must report through their custodians to the Vietnam Securities Depository Center on the following matters:

a) Change of trading representative;

b) Transfer of investment portfolios between custody accounts as provided for in Clause 2, Article 8 of this Circular.

2. The reporting documents for the changes specified in Clause 1 of this Article shall include:

a) A change report in the format prescribed in Appendix 3 attached to this Circular (in hard copy or certified copy sent via telegraph from the global custodian bank), accompanied by a copy of the authorization document for the custodian member to submit the report;

b) Depending on the nature of the change, additional documents may include:

- Documents related to the new trading representative as specified in point c, Clause 2, Article 4 of this Circular (if applicable), accompanied by a notice terminating the authorization for the previous trading representative;

- Detailed reports on the investment portfolio in the old custody account in the format prescribed in Appendix 13 attached to this Circular; master agreements or notices from the previous custodian member regarding the termination of the custody agreement; master agreements for opening a new custody account or copies of authorization documents for custody activities in Vietnam; applications for closing the old custody account or transferring securities as guided by the Vietnam Securities Depository Center.

3. Within thirty (30) days from the date of change, foreign investors must report through their custodians to the Vietnam Securities Depository Center on the following changes:

a) Change of the custodian bank for indirect investment capital accounts;

b) Change of name; main office address; contact address of the investor or the trading representative (if any);

c) Change of passport number or other valid personal identification (for individual foreign investors); business registration certificate number or equivalent documents identifying foreign organizational investors issued by foreign state management agencies as specified in point b, Clause 2, Article 4 of this Circular (for foreign organizational investors);

d) Changes due to division, separation, merger, acquisition.

4. The reporting documents for the changes specified in Clause 3 of this Article shall include:

a) Documents as specified in point a, Clause 2 of this Article;

b) Depending on the nature of the change, additional documents may include: Bank confirmation documents for new indirect investment capital accounts; certified copies of new passports or other valid personal identification; certified copies of documents verifying changes in name, main office address, contact address, division, separation, merger, acquisition, and other relevant information; other documents identifying foreign investors as prescribed in Appendix 12 attached to this Circular;

In the case of a name change, the document confirming the name change shall be one of the following:

Business registration certificate or establishment and operation permit or equivalent documents verifying that the foreign investor has changed its name, including the old and new names of the foreign investor or prospectus or equivalent documents of foreign funds published on the website of the foreign regulatory authority issuing the establishment and operation permit clearly stating the name change or other documents issued by the foreign regulatory authority or referencing the website address and information posted on the website of the regulatory authority under the new name (with the establishment permit number or business registration number or tax code or other reference number remaining unchanged) or other documents bearing the new name accompanied by a notarized confirmation of the foreign investor's name change.

5. Foreign investors shall report changes as stipulated in Clauses 1 and 3 of this Article in the following manner:

a) Foreign investors shall submit a complete and valid set of documents as prescribed in Clauses 2 and 4 of this Article to their custodian members;

b) Custodian members shall review the change reporting documents submitted by foreign investors and report the information as prescribed in Appendix 3 attached to this Circular on the Vietnam Securities Depository Center's online securities transaction code registration system;

c) Within one (01) working day from the receipt of information provided by the custodian member, the Vietnam Securities Depository Center shall adjust the change information at the request of the foreign investor in the form of electronic confirmation through the custodian member or transfer the foreign investor's securities portfolio to a new custodian member (for changes as specified in point b, Clause 1 of this Article).

These changes shall take effect upon receipt of electronic confirmation from the Vietnam Securities Depository Center. In case of rejection, the Vietnam Securities Depository Center shall respond on the system and specify the reasons.

d) Within five (05) working days from the date of receiving the electronic confirmation from the Vietnam Securities Depository Center, the custodian member shall submit fully the report filing documents regarding changes as prescribed in Clause 2 and Clause 4 of this Article to the Vietnam Securities Depository Center for review and storage. The documents and reports must comply with the provisions set forth in Clause 3 of Article 4 of this Circular.

đ) Within five (05) working days from the date of receiving the documents as stipulated in point d of this clause, the Vietnam Securities Depository Center shall confirm in writing the changes requested by foreign investors (through custodian members).

Article 6. Suspension of trading, cancellation of securities trading code

1. A foreign investor may be suspended from trading for a maximum of six (06) months in the following cases:

a) When discovering that the registration documents for the securities trading code of the foreign investor contain inaccurate or misleading information, or are missing important contents required to be included in the documents;

b) The foreign investor provides false, inaccurate, or untimely reports and materials as required by the Vietnam Securities Depository Center or the State Securities Commission; fails to fulfill the obligation to report ownership and disclose information as prescribed by law;

c) The foreign investor engages in prohibited acts as prescribed in Article 9 of the Securities Law and Clause 4 of Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law;

d) The foreign investor violates regulations on foreign exchange management under Vietnamese law; fails to fully perform tax obligations and other financial obligations to the State as prescribed by law.

2. The Vietnam Securities Depository Center shall cancel the securities trading code of a foreign investor in the following cases:

a) The foreign investor falls within the case prescribed in point a of Clause 5 of Article 4 of this Circular;

b) Exceeding the suspension period prescribed in Clause 1 of this Article, the deficiencies leading to the suspension of the foreign investor's trading have not been rectified;

c) At the request of the foreign investor: In this case, the foreign investor, through the custodian member, submits a written request to the Vietnam Securities Depository Center to cancel the securities trading code according to the form attached as Appendix 14 to this Circular (in hard copy or certified copy sent via telegraph by the global custodian bank), accompanied by a copy of the authorization document for the custodian member to carry out the cancellation of the securities trading code.

3. A foreign investor whose securities trading code has been canceled as prescribed in point b of Clause 2 of this Article shall not be considered for reissuance of the securities trading code for a period of two (02) years from the date the securities trading code was canceled.

Article 7. Indirect Investment Capital Account

1. Each foreign investor is allowed to open one (01) indirect investment capital account at one (01) authorized foreign exchange dealing bank to conduct indirect investment activities in Vietnam.

2. All transactions involving transfers of funds to execute the transactions and investments as prescribed in Clause 1 of Article 3 of this Circular, other payments related to the foreign investor’s securities investment activities; receipt and use of dividends, interest income, purchase of foreign currency from authorized credit institutions operating foreign exchange business in Vietnam to transfer abroad, and other related transactions must be conducted through this account.

3. In the business of managing investment portfolios for foreign investors, the fund management company or its branch in Vietnam may open an indirect investment capital account to receive capital from foreign investors without such accounts and to conduct investments in the Vietnamese securities market as prescribed in point b of Clause 1 of Article 3 of this Circular. In this case, the indirect investment capital account will be named in the name of the fund management company or its branch in Vietnam.

4. The implementation subjects, conditions, procedures, formalities for opening, closing, using, and managing indirect investment capital accounts shall be carried out in accordance with the legal regulations on foreign exchange management.

Article 8. Securities Custody Account

1. In case of custody at a securities depository bank:

a) After registering the trading code for securities, foreign investors may open a securities custody account at a securities depository bank according to the principle that each trading code issued corresponds to only one securities custody account.

The provisions of this point shall not apply to cases where foreign investors custody securities in a trading account opened at securities companies.

b) Opening a securities custody account at a securities depository bank shall be carried out in accordance with the laws on registration, custody, netting, and settlement of securities. All transactions and securities custody activities of foreign investors must be conducted through this account.

2. Foreign investors have the right to transfer their entire portfolio of securities from one securities custody account (closing the current securities custody account) to another securities custody account. In cases where foreign investors custody assets at a securities depository bank as stipulated in Clause 1 of this Article, before opening a new securities custody account at a securities depository bank, foreign investors must close their existing securities custody account and transfer the entire balance from the old account to the new one. Procedures for transferring portfolios between securities custody accounts shall be implemented in accordance with Article 5 of this Circular and relevant laws on registration, custody, netting, and settlement of securities.

Chapter III

OBLIGATIONS IN FOREIGN INVESTMENT ACTIVITIES

Article 9. Obligations in providing services to foreign investors

1. Securities business organizations providing services to foreign investors must ensure:

a) Compliance with all securities and stock market laws;

b) In cases where securities business organizations provide investment services to foreign investors and participate in stock auctions on behalf of foreign investors, such organizations must separate the trading orders and investment instructions of foreign investors from those of domestic investors and their own company, ensuring that foreign investors' securities investments and share purchases comply with legal regulations on foreign ownership ratios in Vietnamese enterprises;

c) Have the responsibility to allocate assets fairly and reasonably to each foreign investor in accordance with the contracts concluded;

d) Except in cases where managing a trading account for a foreign investor as an individual is regulated by law, a securities company shall not make investment decisions on behalf of its clients.

2. When executing transactions for foreign investors, representatives of foreign investors must ensure:

a) Compliance with securities laws and related laws;

b) Carry out transactions and settlements strictly in accordance with the trading instructions and settlement directives of foreign investors, without directly making investment decisions including the selection of types of securities, quantities, prices, and timing of transactions without receiving trading orders or investment instructions from foreign investors;

c) Shall not collude with domestic and foreign investors to buy and sell securities with the aim of creating false supply and demand; engage in securities transactions through collusion, inducing others to continuously buy and sell to manipulate security prices;

d) Fulfill reporting obligations when requested in writing by the State Securities Commission.

3. The Vietnam Securities Depository, custodian members, and securities business organizations providing services to foreign investors shall have the responsibility to keep confidential information about foreign investors in accordance with relevant laws and provide it to competent state management agencies upon written request.

4. The Vietnam Securities Depository shall be responsible for establishing an online trading code registration system and issuing procedures for using the system.

5. The Vietnam Securities Depository shall specify the forms of warnings, cautions, and suspension of the use of the online trading code registration system by custodian members in cases where custodian members fail to submit complete sets of documents as specified in Point d, Clause 1, Article 4, and Point d, Clause 5, Article 5 of this Circular.

6. The Vietnam Securities Depository may indefinitely terminate the use of the online trading code registration system by custodian members if they report false information about foreign investors for trading code registration, register fictitious trading codes, or register trading codes for incorrect entities, after obtaining approval from the State Securities Commission.

7. Custodian members may only register trading codes for foreign investors after receiving complete sets of documents as stipulated in Clause 2, Article 4 of this Circular. It is strictly prohibited for custodian members to register fictitious trading codes or register trading codes for incorrect entities. If custodian members register fictitious trading codes or incorrect trading codes, they shall bear full responsibility, including financial obligations, for all transactions conducted on trading accounts opened based on those trading codes.

Article 10. Obligation to Report in Foreign Investment Activities

1. Depository members must establish and retain files and documents regarding depositary activities of assets on foreign investors' deposit accounts. These documents must be provided to competent authorities, including those within the scope of regulations concerning investor information and confidentiality as stipulated by law.

2. Depository members must report to the Securities Commission on a monthly basis statistical data on foreign investors' deposit accounts and asset portfolios according to Appendix 4 issued together with this Circular. In cases where depository members are branches of foreign credit institutions or credit institutions with one hundred percent (100%) foreign capital established in Vietnam, they must also supplement reports on their investment activities and investment portfolios according to the model prescribed in Part IV of Appendix 4 issued together with this Circular.

3. Deposit banks where foreign investors open indirect investment capital accounts and share subscription accounts must report to the Securities Commission on a bi-weekly basis about the capital flow activities of foreign investors on these accounts according to the model prescribed in Part III of Appendix 4 issued together with this Circular.

4. Securities business organizations must report on a monthly basis about the management of investment portfolios and directed investments for foreign investors according to the model prescribed in Appendix 5 issued together with this Circular.

5. The trading representatives of foreign investors have the responsibility to report about directed investment activities for foreign investors according to the model prescribed in Appendix 6 issued together with this Circular when requested by the Securities Commission.

6. The Vietnam Securities Depository must report to the Securities Commission on a monthly basis:

a) Trading code issuance activities for foreign investors and changes in investor status (if any) according to the reporting model prescribed in Appendix 7 issued together with this Circular;

b) Updating full data on foreign investors and their portfolios according to the State Securities Commission's system for managing foreign investors' activities.

7. Stock Exchanges must report to the Securities Commission on a periodic basis (day, month, year) about the trading activities of foreign investors according to the model prescribed in Appendix 8 issued together with this Circular.

8. The deadlines for submitting reports as prescribed in Clause 2, 3, 4, 5, 6, and 7 of this Article are as follows:

a) Before 16:00 daily for daily reports;

b) Within three (03) working days after the 15th and 30th of each month for reports on foreign investors' capital flow activities;

c) Within five (05) working days from the end of the month for monthly reports;

d) Within ninety (90) days from the end of the year for annual reports.

9. In case of necessity, the Securities Commission may request the Vietnam Securities Depository, Stock Exchanges, securities business organizations, depository members, trading representatives, or directly invested foreign investors to report on foreign investors' activities.

10. The deadline for submitting reports as prescribed in Clause 9 of this Article is forty-eight (48) hours from the time of receiving the report request from the Securities Commission.

11. Reports from Stock Exchanges, the Vietnam Securities Depository, securities business organizations, and depository members as prescribed in this Article must be sent along with electronic data files to the Securities Commission and must be retained for a minimum period of five (05) years.

12. Foreign investors, groups of related foreign investors shall fulfill the obligation to report ownership and disclose information about securities transactions according to the laws on information disclosure in the securities market based on the following principles:

a) A foreign investor shall either perform the obligation themselves or designate one (01) depository member or one (01) securities business organization or their representative office (if any) or another organization or authorize one individual to perform the obligation to report ownership and disclose information as prescribed by law;

b) A group of related foreign investors shall be responsible for designating one (01) depository member or one (01) securities business organization or their representative office (if any) or another organization or authorizing one individual to perform the obligation to report ownership and disclose information according to the laws on information disclosure in the securities market;

Notifications about designation or change of organizations or individuals performing the obligation to report ownership and disclose information must be established according to the model prescribed in Appendix 15 issued together with this Circular and must be submitted to the Securities Commission, Stock Exchanges, and the Vietnam Securities Depository at least three (03) working days before the designation or authorization takes effect, accompanied by a valid copy of the establishment and operation permit or business registration certificate or fund registration certificate or equivalent document (of the designated organization) or a valid copy of identity card (citizen identification card) or passport still in effect or other lawful personal certification (of the authorized individual);

c) Foreign investors, groups of related foreign investors shall be responsible for providing complete information about their securities ownership status to enable the designated organization or authorized individual to fully perform the obligation to report ownership and disclose information as prescribed by law;

d) The obligation to report ownership and disclose information of foreign investors, groups of related foreign investors arises in the following circumstances:

- When the total number of shares or closed-end fund certificates held by a foreign investor or a group of related foreign investors reaches five percent (5%) or more of the outstanding voting shares of an issuer, or five percent (5%) or more of closed-end fund certificates, or when they no longer hold such percentages.

- A foreign investor or a group of related foreign investors holding five percent or more of the outstanding voting shares of an issuer, or owning five percent or more of closed-end fund certificates, shall implement transactions leading to changes in ownership ratios through thresholds of one percent;

- A foreign investor or a group of related foreign investors where an investor is an insider of a public company or a public fund, as prescribed by laws on information disclosure in the securities market;

The provisions of this point shall not apply in cases where the change ratio is due to the issuer's trading of treasury shares or additional issuance of shares;

d) The content of ownership reports and information disclosures shall be carried out according to the form prescribed in Appendix 18 and Appendix 19 issued together with this Circular. The time for submitting ownership reports and making information disclosures shall be implemented in accordance with laws on information disclosure in the securities market;

Chapter IV

FOREIGN OWNERSHIP ON THE SECURITIES MARKET

Article 11. Foreign Ownership Ratio on the Vietnamese Securities Market

1. The maximum foreign ownership ratio at public companies; state-owned enterprises implementing share offerings to the public; the foreign investor’s ownership ratio for bonds, investment fund certificates, stock of securities companies, non-voting shares of public companies, derivative securities, depositary receipts shall be determined in accordance with Clause 2, Article 1 of Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government amending and supplementing certain articles of Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain articles of the Securities Law and the Law Amending and Supplementing Certain Articles of the Securities Law (hereinafter referred to as Decree No. 60/2015/ND-CP);

2. Public companies have the responsibility to determine the industry and business sectors of investment and the maximum foreign ownership ratio at the company. The list of industries and business sectors subject to conditions; the foreign ownership ratio for each industry and business sector (if applicable) shall be implemented in accordance with international treaties, investment laws, enterprise laws, and other relevant laws;

3. Public companies that are not subject to the maximum foreign ownership ratio prescribed in Clause 2, Article 1 of Decree No. 60/2015/ND-CP, if they wish to limit the actual foreign ownership ratio, must clearly stipulate the maximum foreign ownership ratio in the Company Charter;

4. In cases where the maximum foreign ownership ratio of a public company exceeds the level prescribed in Clause 2, Article 1 of Decree No. 60/2015/ND-CP, the public company and related organizations and individuals must ensure that the foreign ownership ratio at the company does not increase;

5. The foreign ownership ratio at securities business organizations is not limited, including:

a) Foreign organizations meeting the conditions prescribed in Clause 21 and Clause 24, Article 1 of Decree No. 60/2015/ND-CP may own fifty-one percent or more of the charter capital of securities business organizations;

b) Each individual or organization foreign investor may only own less than fifty-one percent of the charter capital of securities business organizations;

6. The maximum foreign ownership ratio in securities business organizations must be stipulated in the Charter of the securities business organization, except in cases where the securities business organization is organized in the form of a limited liability company with one member.

Article 12. Obligation to Report and Disclose Information on Foreign Ownership of Public Companies

1. Public companies that engage in activities changing the ratio of foreign ownership shall fulfill their obligation to report and disclose information. The cases requiring reporting on the ratio of foreign ownership include:

a) Public companies not subject to restrictions on the ratio of foreign ownership as stipulated in Clause 2, Article 1 of Decree No. 60/2015/NĐ-CP adjust the ratio of foreign ownership;

b) When registering public companies or issuing securities, public companies adjust the ratio of foreign ownership;

c) Reorganizing the company including splitting, dividing, merging, or consolidating leading to adjustments in the ratio of foreign ownership;

d) Changing business sectors leading to changes in the ratio of foreign ownership as stipulated in Clause 2, Article 1 of Decree No. 60/2015/NĐ-CP;

đ) International treaties or relevant laws change regulations on the ratio of foreign ownership in the business sectors in which the public company operates;

2. The procedures, formalities, and documentation for reporting on the ratio of foreign ownership as provided in Points a, d, and đ of Clause 1 of this Article shall be carried out according to the provisions of Article 13 of this Circular. For the cases specified in Points b and c of Clause 1 of this Article, they shall be implemented concurrently with the reporting and disclosure of information when registering public companies, registering issuance, or reorganizing the company as prescribed by law.

Article 13. Procedures, Formalities, and Documentation for Reporting on the Ratio of Foreign Ownership at Public Companies

1. The documentation for reporting on the ratio of foreign ownership at public companies as provided in Points a, d, and đ of Clause 1 of this Circular includes the following documents:

a) Notification letter regarding the maximum ratio of foreign ownership at the company according to the model attached as Appendix 16 to this Circular, accompanied by a valid copy of the Business Registration Certificate, Enterprise Registration Certificate, or Business Registration Certificate;

b) Supplementary documents including:

- In the case of public companies not subject to restrictions on the ratio of foreign ownership as stipulated in Clause 2, Article 1 of Decree No. 60/2015/NĐ-CP, the following supplementary documents shall be provided:

Extracts of addresses and information published on the National Enterprise Registration Portal, the National Portal for Foreign Investment, or the website of the competent state agency, or other legitimate documents from the competent state agency as guided by the State Securities Commission to verify that the company operates in sectors and industries not restricted by the ratio of foreign ownership; minutes and resolutions of the board of directors regarding the non-restriction of foreign ownership (in the case where the company does not restrict the ratio of foreign ownership) or minutes and resolutions of the general meeting of shareholders regarding the restriction of foreign ownership and the company's charter specifying the maximum ratio of foreign ownership (in the case where the company restricts the ratio of foreign ownership);

- In the case of public companies subject to restrictions on the ratio of foreign ownership as stipulated in Clause 2, Article 1 of Decree No. 60/2015/NĐ-CP, the following supplementary documents shall be provided:

Extracts of addresses and information published on the National Enterprise Registration Portal, the National Portal for Foreign Investment, or the website of the competent state agency regarding the business sectors and industries and the applicable ratio of foreign ownership (if any) for the business sectors and industries in which the company operates according to investment laws, related laws, international treaties, or other documents as guided by the State Securities Commission to determine the business sectors and industries and the applicable ratio of foreign ownership for the company;

- In the case of state-owned enterprises implementing shareholding reform through public offerings of securities, the following supplementary documents shall be provided:

Documents from the competent authority approving the privatization plan, including contents regarding the maximum ratio of foreign ownership of the company.

2. Within ten (10) working days from the date of receiving complete and valid reporting documentation as stipulated in Clause 1 of this Article, the State Securities Commission shall confirm in writing the receipt of the complete reporting documentation of the company.

3. The time limit mentioned above does not include the period during which the State Securities Commission collaborates with competent state management agencies to verify information on the ratio of foreign ownership in the following cases:

a) There is no business sector or the scope of operation of the business sector is unclear or there is inconsistency between the business sector at the Business Registration Certificate, Enterprise Registration Certificate, or Business Registration Certificate and the business sector on the National Enterprise Registration Portal, the National Portal for Foreign Investment, or the website of the competent state agency regarding the business sectors and industries;

b) The company operates in business sectors for which Vietnam has not made commitments under international treaties.

4. Within one (01) working day from the date of receiving confirmation from the State Securities Commission, the public company shall publish the information on its website and notify the Stock Exchange (for listed and traded companies) and the Vietnam Securities Depository about the maximum ratio of foreign ownership at the company.

5. Foreign investors may conduct securities transactions according to the maximum ratio of foreign ownership immediately after the public company publishes the information on the maximum ratio of foreign ownership at the company as stipulated in Clause 4 of this Article, except in the case of registering public companies.

Article 14. Procedures, formalities, and documents for approving foreign organizations to own 51% or more of the charter capital of securities trading organizations

1. Foreign organizations that meet the conditions stipulated in Clause 21 and Clause 24, Article 1 of Decree 60/2015/NĐ-CP wishing to own 51% or more of the charter capital of securities trading organizations must submit their application documents through the securities trading organization they wish to acquire to the State Securities Commission.

2. The application documents for approving foreign investors to own 51% or more of the charter capital of securities trading organizations include:

a) A request for approval form to increase ownership ratio above 51% of the charter capital of the securities trading organization according to the model attached as Appendix 9 to this Circular;

b) An outline agreement on share transactions between the parties involved in the transaction (if any), accompanied by a power of attorney from the foreign organization authorizing the securities trading organization to handle the transaction approval procedures;

c) A certified copy of the Business Registration Certificate or other equivalent documents;

d) A certified copy of the Minutes of Meeting, Resolution of the Shareholders' General Meeting, Board of Directors, or decision of the owner of the foreign organization regarding the purchase to own over 51% of the charter capital of the securities trading organization in Vietnam;

đ) A certified copy of the Minutes of Meeting and Resolution of the Shareholders' General Meeting, Board of Directors, or Decision of the owner of the securities trading organization allowing the foreign organization to purchase to own over 51% of the charter capital of the securities trading organization (except in cases where the foreign organization conducts a public tender offer in accordance with the law), accompanied by the Company Charter specifying the maximum foreign ownership ratio at the securities trading organization;

e) A commitment from the foreign organization to only use its own capital and other legitimate sources to purchase and not be subject to ownership restrictions as provided in Point c, Clause 7 and Point c, Clause 8, Article 71 of Decree No. 58/2012/NĐ-CP;

g) The most recent audited annual financial report and quarterly financial reports. If the foreign organization is a parent company, it must also provide the most recent consolidated audited annual financial report. Information in the audited financial reports must ensure that the foreign organization meets the requirements set forth in Point b, Clause 6, Article 71 of Decree No. 58/2012/NĐ-CP;

h) Confirmation from the competent authority of the foreign country where the foreign organization has its headquarters stating that the foreign organization is not currently under control, special control, or other warning status, and other documents proving that the foreign organization meets the conditions stipulated in Clause 6, Clause 10, Article 71 of Decree No. 58/2012/NĐ-CP and Clause 24, Article 1 of Decree No. 60/2015/NĐ-CP.

3. Documents in a foreign language must be translated and certified into Vietnamese by an organization authorized under Vietnamese law. Documents issued by foreign government authorities must be notarized and legalized according to relevant laws. The transaction approval application documents must be prepared in one (01) original copy and submitted directly to the State Securities Commission or sent by post.

4. Within fifteen (15) days from the date of receiving complete and valid application documents, the State Securities Commission shall issue a decision approving the foreign organization to carry out transactions to own 51% or more of the charter capital of the securities trading organization. In case of rejection, the State Securities Commission must respond in writing and specify the reasons.

5. The parties involved must complete the approved transaction procedures within six (06) months from the effective date of the State Securities Commission's decision. If the transfer is not completed within the specified period, the State Securities Commission's approval document will automatically become invalid.

After being approved to own 51% or more of the charter capital of a securities trading organization, the foreign organization does not need to apply for approval from the State Securities Commission when conducting transactions that change its ownership ratio at that securities trading organization, including public offerings and tender offers as stipulated in Clause 7 and Clause 8 of this Article.

6. Within five (05) days from the completion of the transfer transaction, the securities trading organization must report the transaction results to the State Securities Commission according to the form prescribed in Appendix 17 attached to this Circular.

7. In cases where the securities trading organization conducts a private placement or public offering of securities resulting in a foreign investor owning 51% or more of the charter capital, the securities trading organization is responsible for supplementing related documents as stipulated in Clause 2 of this Article in the securities issuance registration documents and comply with the relevant laws on securities issuance.

8. In cases where a foreign organization plans to purchase to own 51% or more of the charter capital of a publicly traded securities trading organization, the foreign organization is responsible for submitting one (01) set of documents as prescribed in Point a, c, đ, e, g, h of Clause 2, Clause 3, and Clause 4 of this Article to the State Securities Commission and comply with the relevant laws on public tender offers.

Chapter V

IMPLEMENTING PROVISIONS

Article 15. Effective Date

This Circular takes effect from October 1, 2015, and replaces Circular No. 213/2012/TT-BTC dated December 6, 2012, issued by the Ministry of Finance guiding the activities of foreign investors in the Vietnamese securities market.

Article 16. Implementation Organization

1. Within six (06) months from the date this Circular takes effect, the Vietnam Securities Depository and depositary members must complete the system to implement the issuance of transaction codes for foreign investors according to this Circular.

2. Within six (06) months from the date this Circular takes effect, the Vietnam Securities Depository shall issue securities transaction codes to foreign investors based on the dossier established in accordance with Circular No. 213/2012/TT-BTC dated December 6, 2012 of the Ministry of Finance guiding the activities of foreign investors in the Vietnamese securities market, or the dossier established in accordance with Clause 3, Article 4 of this Circular.

3. The State Securities Commission, the Vietnam Securities Depository, the Stock Exchange, securities business organizations, depository participants, and related organizations and individuals are responsible for organizing the implementation thereof./.