Circular No. 18/2025/TT-BTC amends and supplements certain provisions of Circular No. 119/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance on securities registration, custody, settlement, and trading transactions, and Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding information disclosure on the securities market, which have been amended and supplemented by Circular No. 68/2024/TT-BTC dated September 18, 2024, issued by the Minister of Finance.

CIRCULAR

Amending and supplementing some articles of Circular No. 119/2020/TT-BTC

dated December 31, 2020 of the Minister of Finance on securities registration, custody, settlement, and trading activities

 and Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market which has been amended and supplemented some articles according to Circular No. 68/2024/TT-BTC

 dated September 18, 2024 of the Minister of Finance

The Minister of Finance hereby issues this Circular amending and supplementing some articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on securities registration, custody, settlement, and trading activities, and Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding information disclosure on the securities market which has been amended and supplemented some articles according to Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance.

Article 1. Amending and supplementing some articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on securities registration, custody, settlement, and trading activities which has been amended and supplemented some articles according to Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance (hereinafter referred to as Circular No. 119/2020/TT-BTC and Circular No. 68/2024/TT-BTC).

1. Amending and supplementing Clause 8, adding Clause 10a, Clause 10b after Clause 10 of Article 2 as follows:

                              

Market area

is a separate area within the settlement and payment system established for securities with the same cycle, payment method, risk management mechanism, members of Vietnam Securities Depository Corporation, and participating banks in the settlement and trading activities of securities.

Pursuant to the Law on Enterprises dated June 17, 2020;

Investor identification information

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

Pursuant to the Decree No. 29/2025/NĐ-CP dated February 24, 2025 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;

is information determined based on the ownership registration number, date of issuance of the ownership registration number, and type of investor when the custodian member, issuer organization, and public company register investor information on the system at Vietnam Securities Depository Corporation. The ownership registration number is defined in the regulations of Vietnam Securities Depository Corporation.

10b.

Information about the securities holder

“8. includes full name, identification information, contact information of the securities holder, security code, quantity of securities held, type of securities held, and securities deposit account (if any).” 2. Adding Article 2a after Article 2 as follows:

Cap for men Information for identifying the owner of securities and investors is information determined based on the registration number of ownership, the date of issuance of the registration number of ownership, and the type of investor when a depositary member, issuing organization, or public company registers investor information on the system at Vietnam Securities Depository Corporation. The registration number of ownership is defined in the regulations of Vietnam Securities Depository Corporation. Information about the owner of securities

10b. includes full name, identification information, contact information of the owner of securities, security code, quantity of securities, type of owned securities, and the securities deposit account (if any). are the information including the full name, identification information, contact information of the securities holder, the securities code, the quantity of securities, the type of securities held, and the securities deposit account (if any).

2. Add Article 2a after Article 2 as follows:

“Article 2a. Implementation Principles

1. The submission and receipt of files and documents in the form of electronic vouchers for business activities between the Vietnam Securities Depository and Central Depository Corporation (VSD) and its depositary members, direct account opening organizations, issuers, and public companies shall be carried out in accordance with the operational regulations of the VSD. Electronic vouchers used in business activities as stipulated in the operational regulations of the VSD have the same legal value as those created on paper.

2. When providing services to customers, VSD members must comply with the provisions of the Securities Law, this Circular, relevant laws, and the operational regulations of the VSD; assess the validity of files received from customers, accurately perform business activities, ensure asset safety for customers, VSD members, and store customer files.

3. Amend and supplement Point m, and add Point q2 after Point q1 Clause 2 Article 6 as follows:

“m) Transfer ownership of securities as collateral, rights arising from such collateral (if any) in accordance with Point c Clause 1 Article 23, Clause 2 Article 40g, and Article 40l of this Circular;

q2) Transfer ownership of shares, rights arising from such shares (if any) from the account of foreign investors who place orders to buy shares without requiring sufficient funds at the time of placing the order to the proprietary trading account of the securities company where the foreign investor placed the order, in accordance with Clause 7 and Clause 8 Article 40k of this Circular.”

4. Add Point l after Point k Clause 1 Article 7 as follows:

“l) Issuers convert convertible bonds before maturity.”

5. Amend and supplement Clause 3 Article 8 as follows:

“3. Shareholders whose securities have been deposited receive rights and benefits allocated through the VSD and depositary members where shareholders open securities deposit accounts, except where otherwise provided by specialized laws, and receive fractional shares arising (if any) at the issuer, public company, or organization authorized by the issuer or public company. Shareholders whose securities have not been deposited receive rights and benefits allocated at the issuer, public company, or organization authorized by the issuer or public company.”

6. Amend and supplement Article 13 as follows:

Article 13. Principles of Securities Deposit

1. Securities deposit activities at the VSD include: opening and managing securities deposit accounts, depositing securities, withdrawing securities, transferring securities outside the securities trading system, freezing and unfreezing securities.

2. Depositary members carry out securities deposit activities in accordance with Clause 1 of this Article for customers at the VSD based on the principle that customers conduct securities deposit activities at depositary members, and depositary members conduct securities deposit activities for customers at the VSD.

3. Customers sign a contract to open a securities deposit account with depositary members to conduct securities deposit activities. After opening a securities deposit account in accordance with the regulations, customers submit a file requesting the implementation of securities deposit activities to depositary members. Depositary members check, evaluate, and are responsible for the accuracy of information about security holders and the appropriateness of customers' requests for securities deposit activities in compliance with this Circular before submitting a request for securities deposit activities to the VSD.

4. The VSD implements securities deposit activities upon request of depositary members and direct account opening organizations after depositary members and direct account opening organizations open securities deposit accounts in their own names at the VSD.

5. The VSD implements securities deposit activities after the information about security holders in the file provided by depositary members, direct account opening organizations, issuers, and public companies matches the information on the VSD's system.

7. Add Clause 10a after Clause 10 Article 14 as follows:

“10a. The VSD may open a securities deposit account in its own name to handle pledged securities, securities as collateral for amounts that the VSD has used to support and ensure securities transaction settlements, and other cases as prescribed by law.”

8. Amend and supplement Clause 3 Article 20 as follows:

“3. The VSD deposits securities for security holders upon request of issuers, public companies (representing security holders), and depositary members where security holders open securities deposit accounts.”

9. Amend and supplement Clause 2 Article 21 as follows:

“2. Withdrawal of securities due to cancellation of securities registration or reduction in the number of registered securities is automatically recorded by the VSD to reduce the number of deposited securities on the securities deposit account of depositary members after completing the cancellation of securities registration or reduction in the number of registered securities at the VSD.”

10. Add Chapter IVa after Chapter IV as follows:

Chapter IVa

SECURITIES TRANSACTION SETTLEMENT AND CLEARING ACTIVITIES

PRIOR TO IMPLEMENTATION OF THE CENTRAL COUNTERPARTY CLEARING MECHANISM

Article 40a. Organizing Settlement Activities and Securities Transactions Settlement

1. The Vietnam Securities Depository and Central Counterparty Corporation shall carry out multilateral netting for securities transactions that have been established on the securities trading system based on the transaction results provided by the Securities Trading Center.

2. The settlement of securities shall be carried out by the Vietnam Securities Depository and Central Counterparty Corporation according to the following principles:

a) For securities transactions of depositary members, clients of depositary members, netting shall be conducted on a per security code basis with the same settlement date and separated according to domestic investor brokerage accounts, foreign investor brokerage accounts, and proprietary trading accounts of depositary members;

b) For securities transactions of organizations opening direct accounts, netting shall be conducted on the securities depository account of the organization opening the direct account.

3. Depositary members shall be responsible for freezing the number of securities awaiting settlement on their own depository accounts and those of their clients to ensure payment for securities sale transactions established on the securities trading system.

4. Except for cases stipulated in Clause 3 of Article 40h of this Circular, the Vietnam Securities Depository and Central Counterparty Corporation shall settle funds according to the following principles:

a) For securities transactions of depositary members and their clients, the Vietnam Securities Depository and Central Counterparty Corporation shall conduct fund netting for each depositary member based on the netting of received and payable amounts for transactions with the same trading date and settlement date, and separated according to domestic investors, foreign investors, and the depositary member itself;

b) For securities transactions of organizations opening direct accounts, the Vietnam Securities Depository and Central Counterparty Corporation shall conduct fund netting based on the netting of received and payable amounts for securities transactions with the same trading date and settlement date.

5. The settlement of securities transactions shall be carried out in accordance with Clause 2 of Article 63 of the Securities Law.

6. The Vietnam Securities Depository and Central Counterparty Corporation shall issue regulations guiding the methods, timeframes, procedures, and formalities for netting and settling securities transactions established on the securities trading system.

Article 40b. Settlement of Transactions of Depositary Members and Organizations Opening Direct Accounts

1. Depositary members and organizations opening direct accounts shall open a settlement account at a clearing bank to settle funds for securities transactions established on the securities trading system.

2. In cases where an investor opens a securities depository account at a depository bank and places trading orders through a securities company, the settlement of securities transactions shall be carried out by the depository bank.

3. The depositary member where the investor opens an account shall be responsible for allocating funds and securities to the investor's account immediately after the Vietnam Securities Depository and Central Counterparty Corporation completes the securities settlement and the clearing bank completes the fund settlement.

Article 40c. Verification and Confirmation of Transaction Results

1. After receiving transaction results from the Securities Exchange, the Vietnam Securities Depository and Clearing Corporation shall notify the list of transactions (after excluding transactions under the provisions of points d, đ, e, g Clause 1, Article 40i of this Circular), transactions with account information not registered in the market area, short sale transactions, and provisional settlement obligations for securities transactions for depositary members and organizations directly opening accounts.

2. Depositary members and organizations directly opening accounts shall be responsible for verifying the details of transactions between the order information retained at the depositary member or organization and the notification of the Vietnam Securities Depository and Clearing Corporation; notifying the Vietnam Securities Depository and Clearing Corporation of incorrect transaction information, requesting corrections, handling errors, removing settlements (if any), and preparing funds for freezing according to Articles 40d, 40đ, 40e, 40i of this Circular and the regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 40d. Confirmation of Payment Ability and Freezing Funds to Ensure Settlement of Securities Transactions

1. Confirmation of Payment Ability for Securities Transactions

a) For securities transactions (excluding transactions to purchase shares without requiring sufficient funds when placing orders by foreign organizations): the depositary member or organization directly opening accounts must confirm with the Vietnam Securities Depository and Clearing Corporation whether they have sufficient funds or not to settle their own payment obligations and those of their customers (if any).

b) For transactions to purchase shares without requiring sufficient funds when placing orders by foreign organizations: the depositary member where the investor opens a securities account must confirm with the Vietnam Securities Depository and Clearing Corporation whether they have sufficient funds or not to settle the payment obligation of the investor.

2. In case of confirmation of sufficient funds for payment:

a) The organization directly opening an account must have sufficient funds in its bank deposit account to allow the bank to freeze such funds to ensure settlement of its own securities transactions according to the payment obligations notified by the Vietnam Securities Depository and Clearing Corporation.

b) The depositary member must have sufficient funds in its bank deposit account (for securities companies) or in its deposit account at the depositary bank (for depositary banks) to allow the bank to freeze such funds to ensure settlement of its own securities transactions and those of its customers (separating domestic and foreign customers) according to the payment obligations notified by the Vietnam Securities Depository and Clearing Corporation.

3. In case of confirmation of insufficient funds for payment:

a) The organization directly opening an account, securities company requests the bank to freeze the available funds for purchasing securities, and notifies the Vietnam Securities Depository and Clearing Corporation of detailed transaction information lacking funds so that the Vietnam Securities Depository and Clearing Corporation can remove the settlement of this transaction except for transactions not removed as provided in Clause 4 of this Article.

b) The depositary bank freezes the available funds for purchasing securities, and simultaneously identifies transactions lacking funds for settlement and performs:

- For transactions lacking funds of the depositary bank, domestic customers, and foreign customers who are not foreign organizational investors purchasing shares without requiring sufficient funds when placing orders, the depositary bank notifies the Vietnam Securities Depository and Clearing Corporation of detailed transaction information lacking funds so that the Vietnam Securities Depository and Clearing Corporation can remove the settlement of these transactions.

- For transactions lacking funds of foreign organizational investors purchasing shares without requiring sufficient funds when placing orders, the depositary bank notifies the transaction information lacking funds to the securities company, Vietnam Securities Depository and Clearing Corporation so that the securities company requests the bank to freeze funds to ensure settlement of these transactions.

c) In case the depositary member or organization directly opening an account does not send or sends late detailed transaction information lacking funds for settlement as stipulated in points a and b of this clause, the Vietnam Securities Depository and Clearing Corporation will independently determine the securities purchase transactions to remove settlement according to the principles set out in the regulations of the Vietnam Securities Depository and Clearing Corporation.

4. For transactions lacking funds as specified in point a and point b of Clause 3 of this Article, which are transactions to purchase shares without requiring sufficient funds when placing orders by foreign organizational investors:

a) If the total value of these transactions lacking funds at the securities company does not exceed the difference between the amount contributed to the settlement support fund and the amount used from the fund that has not been repaid by the securities company, the Vietnam Securities Depository and Clearing Corporation will not remove the settlement of these transactions. The securities company is responsible for fully settling the funds for these transactions on the settlement date.

b) In case the total value of transactions lacking funds at the securities company exceeds the difference between the amount contributed to the settlement support fund and the amount used from the fund that has not yet been repaid by the securities company, the Vietnam Securities Depository and Central Depository Corporation shall request the securities company to provide detailed information on the transactions lacking funds corresponding to the excess amount and implement the removal of transaction settlements according to the principle that the remaining total value of transactions lacking funds not removed by investors at the securities companies on the same day does not exceed VND 50 billion; the securities company sends a notification of transaction lacking funds information to be processed first by the Vietnam Securities Depository and Central Depository Corporation. In case a securities company has more than one transaction for purchasing stocks lacking funds, the transaction to be removed is the transaction established later. The securities company is responsible for fully paying the funds for transactions not removed on the payment date.

c) In case the securities company fails to provide or provides detailed transaction lacking funds information as prescribed in point b clause of this article beyond the deadline stipulated in the regulations of the Vietnam Securities Depository and Central Depository Corporation, the Vietnam Securities Depository and Central Depository Corporation shall independently determine the transactions lacking funds to remove according to the provisions of point c clause 3 of this Article.

5. After the Vietnam Securities Depository and Central Depository Corporation completes the removal of transaction settlements as prescribed in clauses 3 and 4 of this Article, the freezing of funds to ensure the settlement of securities transactions according to the payment obligations re-determined by the Vietnam Securities Depository and Central Depository Corporation shall be carried out according to the provisions of clause 2 of this Article.

6. Payment banks, depositary banks have the responsibility to freeze and send confirmation notices of the frozen funds to ensure the settlement of securities transactions to the Vietnam Securities Depository and Central Depository Corporation. In case there is an error in confirming the freeze, the payment bank, depositary bank shall bear the responsibility to pay on behalf of the securities company, investor, and bear any incurred costs (if any).

7. After completing the settlement of securities transactions, the securities company may request the payment bank to release the frozen funds to ensure the settlement of payment obligations that were not used.

8. Direct account opening organizations, securities companies must sign agreements with payment banks to freeze, confirm the freeze, and release funds according to the provisions of clauses 2, 3, and 7 of this Article.

9. Payment banks, depositary banks that have implemented the freeze and confirmed the freeze of funds according to this Article may only use the frozen funds for the purpose of settling securities transactions as notified by the Vietnam Securities Depository and Central Depository Corporation.

Article 40đ. Post-trade correction

1. The Vietnam Securities Depository and Central Depository Corporation shall carry out post-trade corrections in the following cases:

a) A depositary member being a securities company incorrectly executes the investor's order placement request regarding the following information: account number, security code, quantity of securities, order price, number of orders, type of buy/sell order;

b) A securities company places a trading order for an investor with a direct deposit account at a depositary bank without confirmation from the depositary bank about the investor's balance of funds and securities or places an incorrect order compared to the depositary bank's confirmation;

c) The depositary bank incorrectly confirms with the securities company the information about the investor's balance of funds and securities with a direct deposit account at the depositary bank, leading to the investor not having sufficient funds and securities to settle securities transactions;

d) The investor's account lacks securities at the time when the Vietnam Securities Depository and Central Depository Corporation transfers securities from the trading securities account to the securities account awaiting settlement of the investor to prepare for the settlement of securities transactions;

đ) The investor's transaction has account deposit information that has not been registered in the market area according to the regulations of the Vietnam Securities Depository and Central Depository Corporation.

2. Principles of post-trade correction:

Except for the case prescribed in clause 3 of this Article, the Vietnam Securities Depository and Central Depository Corporation shall carry out post-trade corrections through adjusting erroneous trading orders into self-trading orders of depositary members according to the following principles:

a) Implementing according to the request of the depositary member for the cases prescribed in points a and c of clause 1 of this Article;

b) Implementing when the depositary bank refuses to confirm the settlement of the investor's securities transaction for the case prescribed in point b of clause 1 of this Article;

c) Implementing without requiring a request from the depositary member for the cases prescribed in points d and đ of clause 1 of this Article.

3. Depositary members being depositary banks can carry out corrections through the self-trading account of the securities company with which the depositary bank has agreed to correct errors with that securities company.

4. In case the depositary member does not have self-trading business arising from post-trade corrections, the depositary member may open a deposit account under its own name for the Vietnam Securities Depository and Central Depository Corporation to temporarily record the quantity of securities that the depositary member receives or pays due to post-trade corrections into that securities deposit account. After receiving securities from post-trade corrections, the depositary member is responsible for immediately selling these securities at the nearest trading session.

5. Responsibilities of related parties in post-trade corrections:

a) Related parties involved in the transaction must bear responsibility for errors caused by themselves within their scope of authority and responsibility;

b) In case the error of the securities company leads to the depositary bank's customer lacking securities or funds to settle transactions, the depositary bank is entitled to unilaterally refuse to settle the transaction, and the relevant securities company must bear the responsibility for correcting the erroneous transaction.

c) In case the depository bank's fault leads to the investor not having sufficient funds or securities for the securities transaction settlement, the relevant depository bank shall be responsible for settling the erroneous transaction.

6. Depository members who lose their ability to settle due to post-trade error correction shall be subject to support mechanisms as stipulated in Article 40g of this Circular.

Article 40e. Handling errors in proprietary trading transactions of securities companies

1. In case a securities company incorrectly enters the proprietary trading account number into the stock exchange trading system and the Vietnam Securities Depository Corporation adjusts the account number to match the correct proprietary trading account number of the securities company for settlement purposes.

2. In case a securities company incorrectly enters a trading instruction leading to insufficient securities for settlement or an ETF fund manager being short on securities or ETF certificates for settlement due to unsuccessful basket swap transactions as regulated under the basket swap fund management rules, they shall be subject to support mechanisms as stipulated in Clause 3 of Article 40g of this Circular.

Article 40g. Measures to address the loss of settlement capability in securities transactions

1. Depository members who lose their ability to settle securities transaction payments shall be subject to the following settlement support mechanisms:

a) Utilizing the settlement support fund as stipulated in Article 40l of this Circular;

b) Borrowing money from the settlement bank.

2. In case a depository member borrows money from the settlement bank, the depository member and the settlement bank may agree to use the securities on the depository member’s depository account as collateral for the loan. The Vietnam Securities Depository Corporation may implement the freezing, unfreezing, and transfer of ownership of the securities serving as collateral for the loan based on the request of the depository member and the settlement bank.

3. Depository members who lose their ability to settle securities due to post-trade error correction or handling proprietary trading transaction errors shall be subject to the following support measures:

a) Borrowing securities through the securities lending and borrowing activities of the Vietnam Securities Depository Corporation. Such lending and borrowing activities shall comply with the provisions of Article 40 of this Circular;

b) In case the depository member still lacks sufficient securities for settlement at the settlement time according to the regulations of the Vietnam Securities Depository Corporation, the Vietnam Securities Depository Corporation shall separate the quantity of missing securities to determine delayed payment transactions or non-payment transactions as stipulated in Articles 40h and 40i of this Circular. The value of the missing securities shall be determined based on the closing price of those securities on the trading day immediately preceding the settlement date.

Article 40h. Delaying Settlement Time

The delay in settlement time for transactions lacking securities shall be carried out according to the following principles:

1. The Vietnam Securities Depository Corporation shall delay the settlement time for the quantity of missing securities identified at the settlement time, except in cases specified in points i and l of Clause 1 of Article 40i of this Circular.

2. The maximum delay in settlement time is three working days from the settlement date.

3. The settlement of transactions with delayed settlement times shall be conducted through netting with transactions having the next settlement date.

4. Depository members with transactions having delayed settlement times must compensate the related counterparties at a rate of 5% of the transaction value for each day of delay.

Article 40i. Removal of Settlement Transactions of Depository Members

1. Except for securities transactions that have been corrected post-trade to address errors, or to handle proprietary trading errors, the Vietnam Securities Depository and Central Counterparty Corporation has the right to remove settlement for the following securities transactions:

a) Securities sale transactions where there are no available securities on the depository member's or their client's securities trading account (except when instructed by the Ministry of Finance);

b) Securities sale transactions conducted before the Vietnam Securities Depository and Central Counterparty Corporation confirms the completion of settlement for such securities transactions;

c) Transactions of a depository member or their client carried out after the Vietnam Securities Depository and Central Counterparty Corporation has notified the Vietnam Stock Exchange of the suspension of settlement activities for that depository member;

d) Transactions involving security codes not yet accepted for netting and settlement on its system;

đ) Transactions with invalid account numbers due to non-existent depository member registration numbers or non-existent transaction account types;

e) Transactions with invalid information including: no trading session code; trading date different from the current date; no buyer or seller order number; transaction price or volume less than or equal to zero; no order confirmation;

g) Transactions with a combination of market code, trading board code, security code, and order confirmation number matching a previously received transaction;

h) Transactions removed from settlement according to the provisions of Clauses 3 and 4 of Article 40d of this Circular;

i) Shortage of securities transactions, where the shortage of securities is determined on the settlement date as securities temporarily suspended for exchange listing transfer or securities shortage on the final registration date for rights exercise leading to reference price change;

k) Delayed settlement transactions where the extended settlement period still lacks sufficient securities for settlement;

l) Shortage of securities transactions where the missing securities belong to the type of securities not allowed to be borrowed or lent under the regulations of the Vietnam Securities Depository and Central Counterparty Corporation;

m) Securities purchase transactions where the Vietnam Securities Depository and Central Counterparty Corporation does not receive a bank settlement or custodian bank confirmation freeze as stipulated in Clauses 2 and 3 of Article 40d of this Circular and the regulations of the Vietnam Securities Depository and Central Counterparty Corporation.

2. For cases of removal specified in Points a, b, c, h, i, k, l, m of Clause 1 of this Article, the depository member whose transaction was removed must compensate the relevant organization or individual at 20% of the value of the removed transaction (excluding cases where the custodian bank's purchase stock transaction without requiring sufficient funds for the order is removed due to the brokerage firm lacking funds to freeze, and the settlement bank failing to send a confirmation freeze as stipulated in Clauses 4 and 6 of Article 40d of this Circular). In case of violation of laws, the depository member will be handled according to the legal provisions on administrative violations in the securities and securities market sector.

3. The Vietnam Securities Depository and Central Counterparty Corporation is responsible for notifying the Vietnam Stock Exchange about transactions removed from settlement.

Article 40k. Payment for securities transactions in which foreign investors as organizations place orders to purchase shares without having sufficient funds at the time of placing the order

1. Foreign investors as organizations that place orders to purchase shares without having sufficient funds at the time of placing the order must have sufficient funds in their settlement account before the depositary member must have sufficient funds in its settlement account at the clearing bank to execute the securities transaction payment. Foreign investors as organizations are allowed to place orders to purchase shares without having sufficient funds at the time of placing the order for listed and over-the-counter traded shares, except for those shares that securities companies are not allowed to accept purchase orders according to Clause 9, Article 16 of Circular No. 121/2020/TT-BTC, amended and supplemented by Clause 2, Article 3 of Circular No. 68/2024/TT-BTC.

2. In case foreign investors do not have sufficient funds in their settlement account to make payments as stipulated in Clause 1 of this Article:

a) Securities companies shall use their own funds to pay for the purchase of shares on behalf of the foreign investor for foreign investors who open a securities custody account with the securities company;

b) For foreign investors who open a securities custody account with a custodian bank, the custodian bank shall request the securities company to use its own funds to transfer to the custodian bank's settlement account at the clearing bank to pay on behalf of the investor, while notifying the Vietnam Securities Depository Corporation. The securities company and the clearing bank shall be responsible for implementing the custodian bank's request, ensuring completion before the deadline set by the Vietnam Securities Depository Corporation's regulations for depositary members to have sufficient funds in their settlement accounts at the clearing bank.

3. The act of securities companies using their own funds (including cases where they use borrowed funds from the settlement support fund within the contribution limit of the securities company as stipulated in Clause 1, Article 40l of this Circular) to pay on behalf of the investor as stipulated in Clause 2 of this Article does not constitute a margin lending activity under securities laws.

4. Securities companies must ensure sufficient funds to make payments for securities transactions as stipulated in Clause 2 of this Article. Securities companies will be subject to legal violations and disciplinary measures according to the regulations of the Vietnam Securities Depository Corporation if they fail to fulfill the obligations stipulated in Clause 2 of this Article.

5. Securities companies may freeze, unfreeze, or request custodian banks (in cases where investors open custody accounts with custodian banks) to freeze or unfreeze the number of shares received from share purchases made with insufficient funds, corresponding to the amount paid on behalf of the securities company as stipulated in Clause 2 of this Article. Freezing and unfreezing of securities in this case shall be carried out on the account of foreign investors as organizations that have insufficient funds to pay for share purchases.

6. Foreign investors as organizations are responsible for confirming the fulfillment of the obligation to pay the agreed amount to the securities company before the end of the afternoon trading session on the day the securities company makes the payment on their behalf as stipulated in Clause 2 of this Article, and must pay the full agreed amount to the securities company no later than the end of the afternoon trading session on the next day following the day the securities company makes the payment on their behalf. Upon receiving the full payment amount, the securities company shall unfreeze or request the custodian bank (in cases where investors open custody accounts with custodian banks) to unfreeze the frozen shares as stipulated in Clause 5 of this Article. Any profits, losses, and other costs arising from executing this transaction shall be handled according to the agreement between the securities company and the foreign investor as an organization or the authorized representative of the foreign investor as an organization.

7. If foreign investors as organizations do not confirm or confirm non-compliance with the obligation to pay the agreed amount to the securities company within the time limit stipulated in Clause 6 of this Article, the securities company may request the Vietnam Securities Depository Corporation to complete the transfer of ownership of the shares recorded on the account of the foreign investor as an organization that the securities company has paid on their behalf to the securities company's proprietary account as stipulated in Point q2, Clause 2, Article 6 of this Circular on the same day the securities company makes the payment on their behalf.

8. If foreign investors as organizations have confirmed compliance with the obligation to pay the agreed amount to the securities company but fail to transfer the funds within the time limit stipulated in Clause 6 of this Article, the securities company may request the Vietnam Securities Depository Corporation to complete the transfer of ownership of the shares recorded on the account of the foreign investor as an organization that the securities company has paid on their behalf, along with any rights arising from these shares (if any), to the securities company's proprietary account as stipulated in Point q2, Clause 2, Article 6 of this Circular on the next day following the day the securities company makes the payment on their behalf.

9. Securities companies may sell the shares received on their proprietary account according to Clauses 7 and 8 of this Article through the securities trading system. Any profits, losses, and other costs arising from executing this transaction shall be handled according to the agreement between the securities company and the foreign investor as an organization or the authorized representative of the foreign investor as an organization.

10. The depositary bank where the foreign investor is an organization opening a securities account shall be responsible for implementing the freezing and unfreezing of shares, coordinating with the securities company where the foreign investor is an organization placing trading orders to complete the transfer of ownership of shares in accordance with the provisions of Clauses 5, 6, 7, and 8 of this Article.

11. The settlement and payment of transactions for purchasing shares by foreign investors as organizations prescribed in this Article shall be carried out in accordance with the provisions of the law and the regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 40l. Use and repayment of funds from the settlement support fund

1. Use of the settlement support fund

a) The Vietnam Securities Depository and Clearing Corporation may only use the settlement support fund to assist in settlement when a depositary member loses the ability to pay transaction money, pay interest on deposits, interest on the use of the settlement support fund allocated to the depositary member, and manage account fees for the settlement support fund deposit (if any).

b) The Vietnam Securities Depository and Clearing Corporation uses the contribution to the settlement support fund made by the depositary member itself to assist in settlement after deducting the amounts that have not been repaid from the settlement support fund. In cases where it is insufficient to cover the settlement obligation and the payment bank does not lend or lends only part of the remaining amount, the Vietnam Securities Depository and Clearing Corporation uses the contribution to the settlement support fund made by other depositary members to assist in settlement in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation. If the amount of support needed from the contributions of other depositary members exceeds 50 billion VND in a single settlement day, the Vietnam Securities Depository and Clearing Corporation uses the contribution to the settlement support fund made by other depositary members to assist in settlement in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation, while reporting to the State Securities Commission.

c) The Vietnam Securities Depository and Clearing Corporation may freeze the securities on the proprietary trading account of the depositary member who has lost the ability to pay, and the securities received from transactions lacking payment by investors who have lost the ability to pay and have opened a depositary account at that depositary member (if any), as collateral for the amount used from the contribution of other depositary members. The depositary member who has lost the ability to pay must notify the Vietnam Securities Depository and Clearing Corporation of the details of the transactions lacking payment by the investor.

d) The freezing, unfreezing, and handling of collateral shall be carried out in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Repayment of funds used from the settlement support fund

a) Except in the case provided for in point b of this clause, within one day from the date the Vietnam Securities Depository and Clearing Corporation uses the settlement support fund to settle on behalf of a depositary member who has lost the ability to pay, the depositary member is responsible for repaying the amount used from the settlement support fund. The depositary member must pay interest on the use of the settlement support fund according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

b) A depositary member who lacks the ability to pay due to adjustments in the consolidated settlement results of securities transactions arising from delayed settlement transactions of another depositary member on the settlement date shall be responsible for repaying the amount used from the settlement support fund within two working days from the date of using the fund and shall not bear interest on the use of the settlement support fund. Beyond this period, the depositary member must bear interest on the use of the settlement support fund according to the regulations of the Vietnam Securities Depository and Clearing Corporation.

c) The Vietnam Securities Depository and Clearing Corporation may suspend the securities trading settlement activities and request the Stock Exchange to suspend the trading activities of the depositary member if the depositary member fails to repay the settlement support fund usage within the time limit specified in points a and b of this clause.

d) In cases where a depositary member who has lost the ability to pay can only repay a portion or repay in installments the amount used from the settlement support fund, the Vietnam Securities Depository and Clearing Corporation will allocate the repayment proceeds in the following order: pay interest on the use of the settlement support fund, repay the amount used from the contribution to the settlement support fund of other depositary members, and repay the amount used from the contribution to the settlement support fund of the depositary member who has lost the ability to pay.

đ) In cases where a depositary member who has lost the ability to pay fails to fully repay the amount used from the contribution to the settlement support fund within the time limit specified in points a and b of this clause, the Vietnam Securities Depository and Clearing Corporation may take measures to recover the amount used by the depositary member, interest on the use, and related costs in the following sequence:

- Request the payment bank to transfer the amount received from the sale of securities on the proprietary trading account of the depositary member to the settlement support fund account. The payment bank is responsible for transferring this amount to the settlement support fund account upon the request of the Vietnam Securities Depository and Clearing Corporation.

- Transfer the number of securities that have been frozen as collateral according to the provisions at point c, Clause 1, Article of this Law to the account of the Vietnam Securities Depository and Clearing Corporation for the Vietnam Securities Depository and Clearing Corporation to sell on the securities trading system based on market orders at the time of placing the order (for stocks, fund certificates, guaranteed warrant, corporate bonds), electronic negotiated sale orders across the market at the nearest execution price (for debt instruments, individually issued corporate bonds). The proceeds from selling these securities shall not be included in the revenue of the Vietnam Securities Depository and Clearing Corporation.

e) The Vietnam Securities Depository and Clearing Corporation opens an account for itself at a securities company meeting the criteria as prescribed in the regulations of the Vietnam Securities Depository and Clearing Corporation, and opens a deposit account at a settlement bank to receive and sell securities that have been frozen as collateral and to receive and process the proceeds from selling such securities.

g) The securities referred to in point c, Clause 1, Article of this Law transferred to the Vietnam Securities Depository and Clearing Corporation shall not be recorded as assets owned by the Vietnam Securities Depository and Clearing Corporation. During the period of processing the sale of securities on its own account at the securities company, any rights and benefits arising from the exercise of rights related to these securities shall be allocated according to the provisions of the law. The Vietnam Securities Depository and Clearing Corporation may continue to handle rights and benefits arising from income and dividends (if any) to recover the amount used, interest on the settlement support fund (if any); any remaining rights and benefits arising from the exercise of rights after transferring to its own account shall be returned to the depository member unable to settle funds, the investor unable to settle funds.

h) The proceeds obtained according to the provisions at point đ, Clause of this Article, after offsetting costs incurred from supporting settlement for depository members unable to settle funds, shall be used in the following order: pay interest on the settlement support fund, return the settlement support fund the outstanding amount of the depository member unable to settle funds, return the remaining amount to the depository member unable to settle funds (if any).

i) The remaining securities after the Vietnam Securities Depository and Clearing Corporation has sold them according to the provisions at point đ, point g, Clause of this Article, and the rights and benefits arising from the transferred securities (if any) shall be returned to the depository member unable to settle funds, the investor unable to settle funds after the Vietnam Securities Depository and Clearing Corporation has recovered the amount specified at point h, Clause of this Article.

3. The Vietnam Securities Depository and Clearing Corporation shall issue regulations guiding the management and use of the settlement support fund.”

11. Replace the phrase "transfer of securities" with the phrase "transfer of securities and accompanying rights (if any)" in Clause 2, Article 22; replace the term "system" with the term "operation" in Article 40.

12. Repeal Clause 2, Article 16.

Article 2. Amend and supplement some Articles and Appendix of Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding the disclosure of information on the securities market which has been amended and supplemented with some Articles pursuant to Circular No. 68/2024/TT-BTC (hereinafter referred to as Circular No. 96/2020/TT-BTC).

1. Amend and supplement Clause 8 of Article 25 as follows:

"8. In cases where foreign investors who are organizations do not pay the money for purchasing shares to the securities company as prescribed in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC, the securities company where the foreign investor who is an organization places orders for transactions must disclose information on the information dissemination means of the State Securities Commission, Stock Exchange, and Vietnam Securities Depository and Central Counterparty Corporation simultaneously and disclose information on its own website about the transactions of foreign investors who are organizations according to the form prescribed in Appendix XVII attached hereto within 24 hours from the time when the deadline for foreign investors who are organizations to pay the money to the securities company as prescribed in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC ends."

2. Amend and supplement Point a of Clause 1 of Article 33 as follows:

"a) At least three working days before the expected transaction date, insiders and related parties must disclose information about the expected transaction according to the form prescribed in Appendix XIII or Appendix XIV attached hereto, except in cases where the securities company is a related party of the insider of a listed corporation or a corporation registered for trading when implementing the transfer of ownership according to Point q2 of Clause 2 of Article 6 of Circular No. 119/2020/TT-BTC.

In cases where the securities company sells shares on the securities trading system for the number of shares received on the proprietary account according to Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC, the exemption from disclosing information shall apply to transactions carried out within four working days from the date the shares return to the proprietary account of the securities company as prescribed in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC."

3. Amend and supplement Clause 8 of Article 33 as follows:

"8. In cases where the securities company is a related party of the insider of a listed corporation or a corporation registered for trading, the securities company must disclose information and report to the State Securities Commission, Stock Exchange, and notify the listed corporation or the corporation registered for trading when the value of transactions in a day reaches VND 50 million or more or the value of transactions in a month reaches VND 200 million or more based on face value, including cases of transferring ownership outside the securities trading system according to the form prescribed in Appendix XVIII attached to Circular No. 96/2020/TT-BTC within 24 hours from the following times:

a) Completion of transferring ownership to the proprietary account of the securities company as prescribed in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC;

b) The securities company completes selling shares as prescribed in Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC."

4. Amend and supplement Point c of Clause 1 of Article 37 as follows:

"Bid prices and quantities corresponding to each type of securities:

- Three best bid and offer prices remaining after matching orders along with the corresponding quantities of buy and sell orders remaining after matching orders during the periodic matching session.

- Three best bid and offer prices along with the corresponding quantities of buy and sell orders during the continuous matching session."

5. Amend Appendix XVII attached to Circular No. 96/2020/TT-BTC.

Article 3. Implementation Provisions

1. This Circular shall take effect from May 5, 2025.

2. This Circular replaces some provisions in Article 9a of Circular No. 120/2020/TT-BTC amended and supplemented by Clause 2 of Article 1 of Circular No. 68/2024/TT-BTC as follows:

a) Clause 2 and Clause 5 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clause 2 of Article 40k of Circular No. 119/2020/TT-BTC added by Clause 10 of Article 1 of this Circular;

b) Clause 3 and Clause 4 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clauses 7, 8, and 9 of Article 40k of Circular No. 119/2020/TT-BTC added by Clause 10 of Article 1 of this Circular.

3. Repeal some provisions in Circular No. 68/2024/TT-BTC as follows:

a) Repeal Clauses 2, 3, and 4 of Article 4 and Article 2 of Circular No. 68/2024/TT-BTC;

b) Repeal Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC regarding settlement and securities transaction payment rules and rules on using and returning funds from the payment support fund which have been replaced by Article 40l of Circular No. 119/2020/TT-BTC added by Clause 10 of Article 1 of this Circular. Other contents on managing and using the payment support fund not provided for in Article 40l of this Circular continue to be implemented according to Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC until the central counterparty mechanism is officially launched.

4. In cases where legal normative documents cited in this Circular are amended, supplemented, or replaced by new legal normative documents, they shall be applied according to the new legal normative documents.

5. The State Securities Commission, Vietnam Securities Depository and Central Counterparty Corporation, depositary members, payment banks, direct account opening organizations, and other relevant agencies, organizations, and individuals are responsible for implementing this Circular./.