CIRCULAR

Supervision of securities transactions on the securities market

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Pursuant to the Securities Law dated June 29, 2006;

Based on the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Based on 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. 118/2008/NĐ-CP dated November 27, 2008, 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 on supervision of securities transactions on the securities market.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the supervision of securities transactions on the organized securities market.

Article 2. Applicability

This Circular applies to the following supervisory subjects and objects:

1. Supervisory subjects:

a. The State Securities Commission (hereinafter referred to as SSC);

b. The Stock Exchange (hereinafter referred to as HOSE).

2. Supervised objects include organizations and individuals participating in the trading process and providing services related to securities trading, including:

a. Listed organizations, organizations conducting over-the-counter trading;

b. Securities companies (hereinafter referred to as SC), members of the Vietnam Securities Depository (hereinafter referred to as VSD);

c. Investment fund management companies, investment funds, securities investment companies;

d. HOSE, VSD when participating in providing services related to securities transactions;

đ. Related parties (Supervisory banks, commercial banks providing services for opening deposit accounts for securities investment, investors).

Article 3. Explanation of Terms

In this Circular, the following terms shall be understood as follows:

1. Listed organization, over-the-counter trading organization is a public company with securities listed, over-the-counter traded at the HOSE.

2. Securities transaction is the buying and selling of securities that are listed, over-the-counter traded on the organized securities market.

3. Internal transaction is a securities transaction using insider information to buy or sell securities for oneself or for others.

4. Market manipulation transaction is the act of one or more individuals or organizations carrying out or colluding to carry out directly or indirectly placing orders, trading, or disclosing, disseminating information aimed at creating artificial supply, demand, liquidity, price movements for one or more types of securities.

5. Abnormal transaction are transactions falling under abnormal alert criteria set by the HOSE.

6. Abnormal alert criteria is a system of monitoring criteria established and applied by the HOSE to identify securities with abnormal trading activities after obtaining approval from the SSC for the purpose of implementing post-trade transaction monitoring.

7. Rumor is information about a group of people, an individual regarding an issue related to securities or securities transactions occurring on the organized securities market which may be real or not, but the time of spreading rumors has not yet been verified.

Chapter II

ORGANIZATION OF SUPERVISION OF SECURITIES TRANSACTIONS

Section 1

SECURITIES TRANSACTION SUPERVISION OF THE STATE SECURITIES COMMISSION

Article 4. Responsibilities and Authorities of the SSC

1. Responsibilities

a. The SSC supervises securities trading activities and activities providing services related to securities trading on the organized securities market for the subjects specified in Clause 2, Article 2 of this Circular;

b. Develop and implement annual securities trading supervision plans;

c. Detect market manipulation activities, insider trading, and other violations of securities and securities market laws related to trading activities;

d. Monitor investors in compliance with laws governing securities trading and disclosure of information related to securities trading;

đ. Timely issue appropriate warnings for transactions and behaviors showing signs of law violations to prevent such violations in securities trading by supervised entities;

e. Compile securities trading supervision reports of the HOSE and based on that request the HOSE to cooperate in promptly identifying, analyzing, evaluating, and conducting inspections and handling when necessary for entities involved in abnormal securities trading as prescribed by law;

g. Publish decisions on handling violations against organizations and individuals related to securities trading on the SSC's electronic information website;

h. Report periodically every six months, annually, or upon request of the Ministry of Finance to the Ministry of Finance on the results of securities trading supervision work;

2. Authorities

a. Take the lead and coordinate with relevant agencies and units in drafting regulatory documents on securities trading supervision for submission to competent authorities for approval;

b. Issue regulations on the content, methods, and procedures for the SSC's securities trading supervision; Issue regulations on coordination in securities trading supervision work between the SSC, HOSE, and VSD; Approve systems of trading surveillance criteria established by HOSEs;

c. Require supervised entities to report and provide information and documents related to securities trading in the implementation of supervision tasks;

d. Take the lead and coordinate with relevant units in inspecting organizations and individuals participating in securities trading activities and providing securities trading services;

Article 5. Contents of Supervision by the Securities Commission

The contents of supervision by the Securities Commission include:

1. Based on the HOSE's securities trading supervision reports and other sources of information, conduct in-depth analysis to detect market manipulation transactions, insider information usage transactions, and other violations of securities and securities market laws related to securities trading activities to take timely measures to prevent and handle them;

2. Supervise the HOSE's activities in monitoring securities transactions occurring on the organized securities market within its jurisdiction as stipulated in Section 2 of this Circular;

3. Supervise the VSD's activities in implementing post-trade corrections and error cancellations, transferring ownership of listed and over-the-counter traded securities without going through the HOSE's trading system as stipulated in Article 17 of this Circular;

4. Supervise securities companies' activities in securities trading and providing services related to securities trading in accordance with the law;

5. Supervise the securities trading of institutional investors, foreign investors to promptly detect abnormal developments that could affect small investors psychologically;

6. Supervise the provision of services related to securities trading by entities specified in Clause 2 (from point b to point đ) of Article 2 of this Circular;

Article 6. Methods for Securities Trading Supervision by the State Securities Commission

1. Through transaction data provided by the HOSE, analyze, evaluate, and process according to regulations for securities transactions showing abnormal signs;

2. Monitor securities trading based on information from the following sources:

a. HOSE's securities trading supervision reports;

b. Reports of public companies, securities companies, VSD;

c. Reports from listed organizations and those registered for trading;

d. Reports and reflections from organizations and individuals participating in trading on the securities market;

đ. Information sources from mass media and rumors;

e. Other information sources.

3. Unusual transaction monitoring of supervised entities through the identification of unusual transaction signs as reported by the Stock Exchange and by organizations and individuals participating in trading and providing securities trading services on the securities market. GIÁM SÁT GIAO DỊCH CHỨNG KHOÁN CỦA SỞ GIAO DỊCH CHỨNG KHOÁN

Section 2

Article 7. Responsibilities and authorities of the Stock Exchange

a. Supervise trading activities and related service provision within the securities trading market organized by the Stock Exchange in accordance with the law;

1. Responsibilities

b. Establish a supervisory organizational structure appropriate to its functions and tasks; Issue regulations, rules, and procedures for supervision to ensure effective supervision;

c. Monitor daily, multi-day, and periodic trading developments; Analyze, evaluate, and take responsibility for clearly identifying legal violations in abnormal transactions to promptly detect market manipulation, insider trading, and other prohibited trading behaviors as stipulated in Article 8 of this Circular; Handle violations within its authority, report to the Securities Commission for handling according to the law;

đ. Review press reports and rumors related to abnormal transactions;

e. Prepare and submit regular, unusual, and requested reports on securities trading supervision to the Securities Commission;

g. Develop a database system to serve supervision work, including contents prescribed in Article 11 of this Circular.

a. Issue a system of criteria for securities trading supervision on the Stock Exchange as stipulated in Article 9 of this Circular after approval by the Securities Commission;

b. Conduct inspections under the authorization of the Securities Commission, handle violations within its authority against trading members who violate securities trading regulations, and recommend the Securities Commission to handle illegal securities trading behaviors;

2. Authorities

c. Require trading members and related organizations and individuals to provide explanations and information related to securities trading for supervision purposes.

Using inside information for securities trading;

b. Market manipulation transactions;

Article 8. Content of Securities Trading Supervision by the Stock Exchange

1. The Stock Exchange shall implement supervision to prevent and detect securities trading activities and behaviors that violate laws on securities trading, including:

1. Supplementing Point 6a following Article 6 of Circular No. 02/2019/TT-BVHTTDL dated July 5, 2019 of the Minister of Culture, Sports and Tourism on the procedures for legal expertise regarding copyright and related rights as follows: c. Other violations concerning securities trading

as prescribed by laws on administrative sanctions in the securities and securities market sector and other relevant laws.

2. Supervise trading and information disclosure related to listed and registered securities trading at the Stock Exchange of listed organizations, organizations registered for trading, securities companies, fund management companies, public investment funds, securities investment companies, major shareholders, investors holding five percent or more of a public fund's certificates, internal shareholders, internal investors of closed-end public funds, and related parties, authorized information disclosers, and individual investors in accordance with current regulations. 1. The Stock Exchange shall develop and issue a system of criteria for securities trading supervision on the Stock Exchange to serve the purpose of conducting daily and multi-day trading supervision after approval by the Securities Commission. 2. The content and specific parameters in the system of trading supervision criteria must be defined and adjusted periodically to suit the trading situation on the securities market and ensure effective securities trading supervision.

Online monitoring on the Stock Exchange's supervision system of daily trading of listed and registered securities to identify abnormal transactions.

Article 9. Criteria for Securities Trading Supervision

Multi-day securities trading supervision based on one or several of the following sources:

Trading database;

Article 10. Methods of Securities Trading Supervision by the Stock Exchange

1. Reports and information provided by securities companies, public companies, and organizations and individuals participating in the securities market; Information disclosed by investors in accordance with securities and securities market laws;

2. Information from mass media;

1. Supplementing Point 6a following Article 6 of Circular No. 02/2019/TT-BVHTTDL dated July 5, 2019 of the Minister of Culture, Sports and Tourism on the procedures for legal expertise regarding copyright and related rights as follows: Other information sources.

b. Request organizations and individuals related to provide information and explanations to clarify further signs of abnormal transactions.

c. Conduct inspections of trading members in accordance with Article 12 of this Circular. Coordinate with the Securities Commission to conduct regular or unusual inspections of supervised entities within the Stock Exchange's jurisdiction.

d. 1. The Stock Exchange has the responsibility and initiative to build a database system to serve securities trading supervision work. The minimum database system must include the following contents:

3. Data on the results of securities trading;

4. Lists and information about supervised entities within the jurisdiction that have violated securities and securities market laws and Stock Exchange regulations;

Article 11. Database System for Securities Trading Supervision

Reports and information related to securities trading published through the Stock Exchange's information disclosure system; Reports and information already submitted to the Securities Commission;

1. Supplementing Point 6a following Article 6 of Circular No. 02/2019/TT-BVHTTDL dated July 5, 2019 of the Minister of Culture, Sports and Tourism on the procedures for legal expertise regarding copyright and related rights as follows: Data related to investors' securities trading accounts.

b. 2. The database system for securities trading supervision must be scientifically built to be effectively utilized when implementing supervision work and must be retained in accordance with current legal provisions.

c. Reports and information related to securities transactions published through the information disclosure system of the Stock Exchange; Reports and information that have been reported to the Securities Commission.

d. Data related to investors' securities trading accounts.

2. The database system for monitoring securities transactions must be constructed scientifically to enable effective exploitation when conducting supervision activities and must be retained in accordance with current laws.

Article 12. Securities Trading Activities Inspection

1. Contents of inspection:

a. Periodic inspection

- Inspect compliance with regulations, rules, procedures related to trading, and member regulations issued by the Stock Exchange;

- Inspect compliance with listing and information disclosure requirements for listed organizations and securities trading registration organizations when conducting securities transactions.

b. Unusual inspection: inspection carried out based on signs of unusual transactions through daily and multiple-day transaction monitoring under the authorization of the Securities Commission.

2. When detecting unusual transactions, the Stock Exchange shall conduct inspections according to the written authorization of the Securities Commission as follows:

a. Requesting trading members and related parties to provide explanations regarding the relevant transaction information;

b. Conducting inspections at the headquarters of trading members and organizations related to securities trading (if necessary);

c. The Stock Exchange must notify in writing the inspected party at least three days before conducting the inspection.

3. When conducting inspections at the main office, branches, and registered trading locations of trading members in accordance with the law, based on the authorization of the Securities Commission, the Stock Exchange must issue an inspection decision accompanied by an inspection outline and must send a report on the inspection results to the inspected party within five working days from the end of the inspection.

4. Based on the inspection results as stipulated in Clauses 1, 2, and 3 of this Article, the Stock Exchange shall be responsible for:

a. Handling according to the regulations issued by the Stock Exchange in cases where violations related to securities trading by trading members are discovered;

b. Reporting to the Securities Commission on the inspection content, conclusions, and handling measures within five working days from issuing the inspection conclusion and handling;

c. Recommending the Securities Commission to handle violations by trading members when such actions exceed the authority of the Stock Exchange.

Article 13. Periodic Trading Surveillance Reports

1. The Stock Exchange is responsible for sending regular reports to the Securities Commission including:

1. Supplementing Point 6a following Article 6 of Circular No. 02/2019/TT-BVHTTDL dated July 5, 2019 of the Minister of Culture, Sports and Tourism on the procedures for legal expertise regarding copyright and related rights as follows:  Weekly trading supervision report containing the trading order book, daily trading order matching results; periodic information during trading days as prescribed in Clause 32.2 of Circular No. 52/2012/TT-BTC dated April 5, 2012, of the Ministry of Finance guiding the disclosure of information on the securities market according to the contents specified in Model 01 and Model 02 of Appendix I attached to this Circular must be sent to the Securities Commission within the first two working days of the following week;

b. Monthly trading supervision report as prescribed in Model 03 of Appendix I attached to this Circular must be sent to the Securities Commission within the first ten working days of the following month;

c. Annual trading supervision report as prescribed in Model 04 of Appendix I attached to this Circular must be sent to the Securities Commission within the first twenty working days of the following year.

2. Reports as stipulated in Clause 1 of this Article are prepared in both written form and electronic data files. Specifically, the report as stipulated in Point a of Clause 1 of this Article only needs to be sent in electronic data file format. These reports are sent in electronic data file format if both the Securities Commission and the Stock Exchange apply electronic signature programs. The Stock Exchange is responsible for retaining reported information in accordance with the law.

Article 14. Unusual Trading Surveillance Reports

1. The Stock Exchange is responsible for sending the Securities Commission abnormal reports:

1. Supplementing Point 6a following Article 6 of Circular No. 02/2019/TT-BVHTTDL dated July 5, 2019 of the Minister of Culture, Sports and Tourism on the procedures for legal expertise regarding copyright and related rights as follows: When discovering events as prescribed in Clause 1 of Article 8 of this Circular;

b. Upon receiving reports requesting the disclosure of unusual information related to securities trading from listed organizations, securities trading registration organizations, securities companies, investment fund management companies, public investment funds, and securities investment companies as prescribed in Article 33 of Circular No. 52/2012/TT-BTC dated April 5, 2012, of the Ministry of Finance guiding the disclosure of information on the securities market.

2. Abnormal reports sent to the Securities Commission regarding the events mentioned in Point b of Clause 1 of this Article must be submitted in written form and electronic data file within twenty-four (24) hours from when the Stock Exchange discovers the event or receives reports requesting the disclosure of unusual information related to securities trading.

3. For abnormal reports as stipulated in Point a of Clause 1 of this Article, the Stock Exchange is responsible for preparing separate analysis reports for each incident, providing evaluation opinions, and proposing handling measures within its authority or recommending handling in cases exceeding its authority.

Article 15. Trading Surveillance Reports Upon Request

1. The Stock Exchange is responsible for submitting reports upon receipt of a written request from the Securities Commission;

2. Reports sent to the Securities Commission as stipulated in Clause 1 This must be presented in the form of a written document and electronic data file as required by the Securities Commission (UBCKNN) in terms of content and deadline.

Chapter III

OBLIGATIONS OF SURVEILLANCE OBJECTS

Article 16. Obligations to Provide Information and Explain Matters at the Request of Organizations and Individuals Participating in Securities Transactions and Service Providers

1. Organizations and individuals participating in securities transactions and service providers have the obligation to promptly, fully, and accurately provide information, documents, and electronic data related to securities transaction monitoring as requested by the Securities Commission (UBCKNN) and the Stock Exchange (SGDCK); to explain matters related to securities transactions as requested by the Securities Commission (UBCKNN) and the Stock Exchange (SGDCK) in accordance with the law, and to disclose information in accordance with the law on securities and the securities market in the following cases:

a. Securities transactions of organizations and individuals who are major shareholders as stipulated in Article 29 of the Securities Law and Circular No. 52/2012/TT-BTC dated April 5, 2012, issued by the Ministry of Finance guiding the disclosure of information on the securities market;

b. Securities transactions of organizations and individuals or related persons intending to hold up to twenty-five percent (25%) of voting shares, fund certificates of a public company or closed-end fund, or currently holding twenty-five percent (25%) or more of voting shares, fund certificates of a public company or closed-end fund as stipulated in Article 32 of the Securities Law, Clause 11 of Article 1 of the Law Amending and Supplementing Certain Provisions of the Securities Law, and Circulars of the Ministry of Finance guiding the disclosure of information on the securities market and guiding public offers to purchase shares of public companies, fund certificates of public closed-end investment funds;

c. Securities transactions of members of the Board of Directors, Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), Chief Financial Officer, Chief Accountant, Head of the Financial Accounting Department of a public company, and persons authorized to disclose information and related persons as stipulated in Circular No. 52/2012/TT-BTC dated April 5, 2012, issued by the Ministry of Finance guiding the disclosure of information on the securities market;

d. Commercial banks providing services for opening securities investment accounts for investors shall be responsible for providing information about the account balances of customers upon request of the Securities Commission (UBCKNN) and competent authorities as prescribed by law;

đ. Banks supervising shall be responsible for providing data related to investment and securities trading activities of funds they oversee upon request of the Securities Commission (UBCKNN) and competent authorities as prescribed by law.

2. Investors who are organizations and individuals participating in securities transactions on the securities market shall cooperate with the Securities Commission (UBCKNN), the Stock Exchange (SGDCK), and competent authorities as prescribed by law when requested.

3. In case organizations and individuals participating in securities transactions and service providers fail to coordinate and cooperate with the agencies specified in Clause 2 of this Article, they will be dealt with according to the provisions of the law.

Article 17. Obligations of the Vietnam Securities Depository Center

1. The Vietnam Securities Depository Center shall have the obligation to establish and build a database system in accordance with current laws to serve the supervision of the securities market.

2. Implement reporting systems to serve the supervision of securities transactions within its functions and send them to the State Securities Commission including:

a. Monthly reports: Within the first ten working days of each month, the Vietnam Securities Depository Center shall be responsible for sending to the State Securities Commission the following reports:

- Report on the situation of issuing security codes (Appendix II Table 1);

- Report on the situation of correcting and canceling errors in securities transactions (Appendix II Table 2);

- Statistics on securities transactions transferring ownership outside the trading system (gifts, donations, inheritances, etc.) (Appendix II Table 3);

- Report on information and identity of securities trading accounts opened by investors at securities companies (Appendix II Table 4);

- List of major shareholders of companies registering securities at the Vietnam Securities Depository Center (Appendix II Table 5).

The monthly report according to the content specified in the Monthly Report Form Appendix II attached to this Circular must be prepared in both document form and electronic data file and must retain reported information in accordance with legal regulations.

b. Reports upon request: The Vietnam Securities Depository Center shall be responsible for submitting reports when it receives written requests from the State Securities Commission, Stock Exchange to serve supervisory work. Reports upon request sent to the State Securities Commission, Stock Exchange must be presented in both document form and electronic data file according to the content and deadlines requested by the State Securities Commission, Stock Exchange.

c. Abnormal reports: When detecting signs of violations related to post-trade activities such as corrections, cancellations of errors, transfers of ownership, holding ratios, pledges, changes in ownership, exercise of rights, and violations by securities depository members, organizations, and individuals using services provided by the Vietnam Securities Depository Center, the Vietnam Securities Depository Center shall be responsible for submitting abnormal reports to the State Securities Commission.

3. The Vietnam Securities Depository Center shall be responsible for retaining reported information in accordance with legal regulations.

4. In cases where necessary, the Vietnam Securities Depository Center shall implement periodic or abnormal reports as required by the Ministry of Finance.

Article 18. Obligations of Securities Companies

1. Securities companies shall have the obligation to:

a. Cooperate with the State Securities Commission, Stock Exchange in implementing the supervision of securities transactions when requested;

b. Cooperate with the State Securities Commission in inviting investors to meet with inspection teams of the State Securities Commission, Stock Exchange related to abnormal transactions;

c. In case of discovering securities transactions that violate securities and securities market regulations, they shall be responsible for reporting to the State Securities Commission;

d. Prepare and submit reports and documents to the State Securities Commission, Stock Exchange when receiving written requests from the State Securities Commission, Stock Exchange.

2. The reports and documents stipulated in Clause 1 of this Article must be presented in both document form and electronic data file according to the content and deadlines requested by the State Securities Commission, Stock Exchange.

Chapter IV

IMPLEMENTATION

Article 19. Implementation Provisions

1. This Circular takes effect from March 8, 2013, and replaces Decision No. 127/2008/QD-BTC dated December 31, 2008, of the Minister of Finance on the issuance of the Securities Trading Supervision Regulation on the securities market.

2. The State Securities Commission and Stock Exchange shall be responsible for organizing the securities trading supervision apparatus within their authority and functions as prescribed by law; issuing regulations and procedures to effectively implement supervisory work; actively coordinating and minimizing overlapping between supervisory entities.

3. The State Securities Commission, Stock Exchange, Vietnam Securities Depository Center, Securities Companies, public companies, listed and registered companies, fund management companies, investment companies, and other relevant organizations and individuals shall be responsible for implementing this Circular.

4. Any amendments, supplements, or replacements to this Circular shall be decided by the Minister of Finance./.