Circular No. 193/2013/TT-BTC guiding the supervision work of the State Securities Commission on securities activities of the Stock Exchange and the Vietnam Securities Depository

CIRCULAR

Guidelines for the supervision work of the Securities Commission The State

in securities activities of the Stock Exchange and the Vietnam Securities Depository Center

Pursuant to the Securities Law dated June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

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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;

The Minister of Finance issues this Circular guiding the supervision work of the State Securities Commission (hereinafter referred to as SSC) in securities activities of the Stock Exchange (hereinafter referred to as HOSE) and the Vietnam Securities Depository Center (hereinafter referred to as VSDC).

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;

Part I. 

This Circular guides the implementation of the supervision work of the State Securities Commission (hereinafter referred to as SSC) on compliance with legal regulations by the Stock Exchange (hereinafter referred to as HOSE) and the Vietnam Securities Depository Center (hereinafter referred to as VSDC) in organizing and implementing securities business and the securities market.

Section 1

GENERAL PROVISIONS

Article 1. Scope and Applicability

1. To develop legal normative documents on supervising compliance with securities and securities market laws for the Stock Exchange and the Vietnam Securities Depository Center, submit them to competent authorities for issuance, and issue guidance documents within its authority.

Article 2. Powers and responsibilities of the SSC

2. To approve the Stock Exchange and the Vietnam Securities Depository Center to issue business regulations pursuant to Article 37 and Article 45 of the Securities Law dated June 29, 2006; procedures and other documents regarding the implementation of business activities in the securities and securities market sectors.

3. To develop and implement annual inspection plans for supervising compliance with the Stock Exchange and the Vietnam Securities Depository Center.

4. To supervise the Stock Exchange and the Vietnam Securities Depository Center in accordance with the law to ensure that their operations comply with securities and securities market laws (hereinafter referred to as compliance supervision).

5. To temporarily suspend securities trading activities of the Stock Exchange and securities deposit activities of the Vietnam Securities Depository Center in cases where there are signs affecting investors' rights and legitimate interests.

6. To handle violations of securities and securities market laws of the Stock Exchange and the Vietnam Securities Depository Center within its authority.

7. To report to the Ministry of Finance the results of compliance supervision work as stipulated in Section 4 of this Circular.

1. The SSC conducts compliance supervision based on reports from the Stock Exchange and the Vietnam Securities Depository Center as stipulated in Section 4 of this Circular; feedback from organizations and individuals operating in the securities market and information from mass media, as well as through business coordination activities between the SSC and the Stock Exchange and the Vietnam Securities Depository Center.

Article 3. Methods of Supervision by the SSC

2. Based on the annual compliance supervision plan, the SSC conducts regular inspections of the Stock Exchange and the Vietnam Securities Depository Center and organizes spot checks when necessary.

Article 4. Obligations of the Stock Exchange and the Vietnam Securities Depository Center

1. To issue business regulations pursuant to Article 37 and Article 45 of the Securities Law dated June 29, 2006; procedures and other documents regarding the implementation of business activities in the securities and securities market sectors in accordance with the law and the charter of organization and operation of the Stock Exchange and the Vietnam Securities Depository Center.

2. To implement reporting systems as stipulated in Section 4 of this Circular.

5. To supervise compliance with securities and securities market laws by members of the Stock Exchange, members of the Vietnam Securities Depository Center, listed organizations, organizations conducting trading registration, and individuals and organizations participating in securities market transactions; to handle violations of securities and securities market laws and stock exchange and depository center regulations according to the law. In cases exceeding their authority, the Stock Exchange and the Vietnam Securities Depository Center have the responsibility to report to the SSC for handling according to the law.

3. Implementing storage and confidentiality requirements for business-related files, documents, vouchers, and data in accordance with the law.

4. Providing complete, accurate, and timely information, documents, and data at the request of the SSC to support compliance supervision work.

6. To be subject to inspection and supervision by the SSC as stipulated in this Circular; to report explanations and remediation plans for contents concluded and recommended by the SSC regarding compliance supervision results.

CONTENT OF COMPLIANCE SUPERVISION

7. Proposing the SSC to issue, amend, or supplement legal provisions and business documents of the SSE and the VSDC to be appropriate.

Section 2

FOR THE STOCK EXCHANGE

WITH REGARD TO THE SECURITIES EXCHANGE AGENCY

Article 5. Supervision of the issuance of documents and dissemination, propaganda

The contents of the SSC's supervision of these activities include:

1. Supervise the issuance, supplementation, amendment, and cancellation of contents of regulations, procedures, and other documents regulating the business activities of the Securities Trading Exchange (SGDCK).

2. Supervise the dissemination and propaganda of legal normative documents, regulations, and procedures guiding business activities of the SGDCK.

Article 6. Supervision of business activities

The State Securities Commission (UBCKNN) shall implement supervision of compliance with securities and stock market laws as stipulated in Chapter IV of the Securities Law dated June 29, 2006, and supervise compliance with documents issued by the SGDCK as provided for in Clause 1, Article 4 of this Circular for the SGDCK regarding the following business activities:

1. Organizing securities trading: organization, structure, and operation of systems and securities trading markets; providing transaction information and data; establishing and managing market indices and other related activities.

2. Organizing securities trading surveillance: supervising securities trading organized by the SGDCK; monitoring the implementation of reporting and disclosure requirements for securities trading by the SGDCK, trading members, organizations, and individuals participating in the securities market organized by the SGDCK.

3. Auction and tendering of securities.

4. Appraisal and management of listing/trading registration: approving, canceling listing/trading registration of securities; supervising conditions for maintaining listing/trading registration; supervising controlled, warned, and suspended trading securities; handling violations by listed/trading registered organizations.

5. Management of trading members: approving, revoking trading member status; issuing, revoking Trading Member Cards; supervising conditions for maintaining trading member status; handling violations by trading members within their authority or referring to competent authorities for handling according to the law.

6. Disclosure of information: implementing the SGDCK's information disclosure system, listed/trading registered organizations, and trading members.

7. Mediation activities of the SGDCK in disputes related to securities and the securities market.

8. Internal control activities of the Stock Exchange regarding securities business and the securities market.

9. Implementing and evaluating the execution of regulatory documents, rules, procedures, and regulations governing securities business activities issued by the Stock Exchange.

10. Archiving and securing original records, certificates, and data.

11. Other activities of the Stock Exchange related to securities and the securities market.

Section 3

CONTENTS OF COMPLIANCE SUPERVISION

FOR THE VIETNAM SECURITIES DEPOSITORY (VSD)

Article 7. Supervision of the issuance of documents and dissemination, propaganda

The contents of the SSC's supervision of these activities include:

1. Supervise the issuance, supplementation, amendment, cancellation, and content of regulations, procedures, and other documents regulating the business activities of the Vietnam Securities Depository (TTLKCK) in accordance with the law.

2. Supervise the dissemination of legal normative documents, regulations, procedures, and business guidance of the TTLKCK.

Article 8. Supervision of business activities

The State Securities Commission (UBCKNN) shall implement supervision of compliance with securities and stock market laws stipulated in Chapter V of the Securities Law dated June 29, 2006, and supervise compliance with documents issued by the TTLKCK as provided for in Clause 1, Article 4 of this Circular for the TTLKCK regarding the following business activities:

1. Management of TTLKCK members: approving, revoking member status; supervising conditions for maintaining member status; handling violations by TTLKCK members within their authority or referring to competent authorities for handling according to the law.

2. Securities registration: registering, canceling securities registration; issuing, managing security codes; exercising rights of security holders; transferring ownership of securities outside the trading system.

3. Securities custody: opening, managing securities custody accounts; depositing, withdrawing, pledging, releasing securities.

4. Issuance of trading codes: issuing, managing foreign investor trading codes.

5. Reporting and disclosure regime: implementing the TTLKCK's information disclosure system, issuers; implementing the TTLKCK's reporting system, TTLKCK members.

6. Securities settlement and payment activities: correcting and canceling transactions; establishing, managing, using the Settlement Support Fund.

7. Archiving and securing original records, certificates, and data.

8. Internal control and risk management activities for each business activity; compensating customer losses.

9. Implementation and evaluation of the execution of legal normative documents, regulations, procedures, and rules regulating business activities issued by the TTLKCK.

10. Other activities of the TTLKCK related to securities and the securities market.

Section 4

REPORTING SYSTEM

Article 9. Reports of the Stock Exchange and Central Depository Corporation

1. Periodic reports

a. The Stock Exchange and the Central Depository Corporation shall be responsible for reporting to the Securities Commission the results of compliance and supervision of compliance on a monthly basis according to the contents specified in Appendix 01 and Appendix 02 issued together with this Circular within the first ten working days of the following month.

b. The Stock Exchange and the Central Depository Corporation shall be responsible for reporting to the Securities Commission the results of compliance and supervision of compliance on an annual basis, including an assessment of compliance with legal regulations and related provisions in the implementation of business activities according to the contents specified in Section 2 and Section 3 of this Circular and any recommendations and proposals (if any) within the first twenty working days of the following year.

c. The reports prescribed in Points a and b of Clause 1 of this Article shall be prepared and submitted to the Securities Commission in the form of a written document or an electronic data file.

2. Unusual Reports

The Stock Exchange and the Central Depository Corporation shall be responsible for reporting to the Securities Commission within seventy-two hours from the occurrence of the following events:

a. Warning, control, and suspension of securities trading on the Stock Exchange;

b. Temporary suspension of custody, settlement, and payment of securities transactions; Revocation of membership certificates of the Central Depository Corporation;

c. Violations by issuers, listed/delisted organizations, members of the Stock Exchange, members of the Central Depository Corporation within the jurisdiction of the Securities Commission;

d. Disputes, complaints related to members of the Central Depository Corporation, members of the Stock Exchange, business operations of the Stock Exchange and the Central Depository Corporation within the jurisdiction of the Securities Commission.

For extraordinary reports as stipulated in Clause 2 of this Article, the Stock Exchange and the Central Depository Corporation shall be responsible for clearly stating their evaluation opinions and recommending solutions for each case, accompanied by all relevant documentation.

3. Reports upon Request

The Stock Exchange and the Central Depository Corporation shall submit reports in accordance with the content and deadlines specified in written requests from the Securities Commission regarding compliance monitoring work.

4. Regular, extraordinary, and ad hoc reports as prescribed in Clauses 1, 2, and 3 of Article 9 of this Circular shall be presented in the form of a written document or an electronic data file. The Stock Exchange and the Central Depository Corporation shall be responsible for retaining information reported to the Securities Commission in accordance with the law.

Article 10. Reports of the Securities Commission

Within twenty working days from receiving complete reports on the results of compliance and supervision of compliance on an annual basis from the Stock Exchange and the Central Depository Corporation as prescribed in Clause 1 of Article 9 of this Circular, the Securities Commission shall report to the Ministry of Finance the results of supervisory work according to the contents specified in Section 2 and Section 3 of this Circular.

Section 5

IMPLEMENTATION

Article 11. Implementation Provisions

This Circular takes effect from February 16, 2014, and replaces Circular No. 151/2009/TT-BTC dated July 23, 2009, issued by the Minister of Finance guiding the supervision work of the State Securities Commission over securities activities of the Stock Exchange and the Central Depository Corporation. Any amendments, supplements, or replacements to this Circular shall be decided by the Minister of Finance./.