Circular No. 234/2012/TT-BTC guides the management of transactions of Government bonds, Government-guaranteed bonds, and local government bonds. This Circular stipulates on trading members, listing, trading, information disclosure, and penalties for violations. It applies to organizations participating in the securities market such as securities companies and commercial banks.
Đối tượng áp dụng
Securities companies, commercial banks, Vietnam Securities Depository, Hanoi Stock Exchange (HSE), State Securities Commission (SSC).
Các điểm cốt lõi
- Trading members are defined with their rights, obligations, membership criteria, registration, and termination of status.
- Listed Government bond transactions on the HSE are conducted through the trading system, including both regular buying and selling and reselling.
- Members have the obligation to disclose periodic and extraordinary information as prescribed.
- The HSE organizes the management of Government bond transactions, listings, settlements, and penalties for violations.
- This Circular replaces Decision No. 46/2008/QĐ-BTC on the management of Government bond transactions.
🌐 Tác động xã hội từ văn bản này
- Establishes a legal basis for managing and supervising Government bond trading activities in the securities market, enhancing transparency of information.
- Reduces risks for investors through provisions on information disclosure and penalties for violations.
- Enhances the effectiveness of the Government bond transaction management system, ensuring financial market stability.
❓ Câu hỏi thường gặp
What can ordinary trading members do?
Ordinary trading members have the right to use the trading system and services provided by the HSE, conduct proprietary trading, act as brokers for Government bonds for clients, and charge fees according to regulations set by the Ministry of Finance.
What are the obligations of special trading members?
Special trading members must execute buy and sell offers for Government bonds with guaranteed commitments for standard terms, maintain technical conditions and personnel, and comply with HSE regulations.
How is the listing of Government bonds carried out?
Government bonds are listed upon a written request from the issuing organization, following the model at Appendix 03a, 03b, 03c, or 03d, and the bond registration announcement from the Vietnam Securities Depository.
What are the trading hours for Government bonds specified?
The HSE conducts trading from Monday to Friday each week, except for holidays as prescribed by the Labor Code and trading holidays as prescribed by regulatory authorities.
When must extraordinary information be disclosed?
Special trading members must disclose information within 24 hours of the occurrence of an event, including being placed under special supervision by state management agencies or receiving a prosecution decision or court judgment.
Toàn văn
|
MINISTRY OF FINANCE |
SOCIALIST REPUBLIC OF VIET NAM |
|
Number: 234/2012/TT-BTC |
HA NOI, December 28, 2012 |
CIRCULAR
Guidelines for managing government bond transactions, guaranteed bonds, and local government bonds Based on the Law on Government Organization No. 32/2001/QH10 dated December 25, 2001;
Based on the Securities Law No. 70/2006/QH dated June 29, 2006; the Law Amending and Supplementing Certain Provisions of the Securities Law No. 62/2010/QH12 dated November 24, 2010;
Based on the 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;
Based on the Decree No. 01/2011/NĐ-CP issued January 5, 2011 of the Government regarding the issuance of government bonds, guaranteed bonds, and local government bonds;
The Minister of Finance issues this Circular to guide the management of government bond transactions, guaranteed bonds, and local government bonds as follows:
Pursuant to the 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;
Considering the proposal of the Chairman of the State Securities Commission;
This Circular provides detailed guidance on trading members, organizations managing trading activities, and information disclosure related to government bond transactions, guaranteed bonds, and local government bonds (hereinafter referred to as government bonds - GGB).
PART I
GENERAL PROVISIONS
Article 1. Scope of Application
The government bond trading system (hereinafter referred to as the trading system) is the physical infrastructure and technical facilities serving government bond trading activities at the Hanoi Stock Exchange (HNX). The trading system allows for receiving, transferring, modifying, recording, monitoring, and extracting data to facilitate the execution of GGB transactions;
Article 2. Explanation of terms
1. Government bond trading members at the Hanoi Stock Exchange (hereinafter referred to as members) are securities companies and commercial banks approved by the HNX to become GGB trading members; Listed price
2. is the GGB price listed by members on the system. The listed price is understood as the price excluding accrued interest (if any); is the price used to determine the amount payable in GGB transactions;
3. Ordinary trading member refers to securities companies approved by the HNX to be members. Ordinary trading members are permitted to conduct brokerage and proprietary trading of GGB at the HNX;
4. Execution price Special trading member
5. refers to commercial banks and their branches approved by the HNX to be members. Special trading members are only permitted to conduct proprietary trading of GGB at the HNX; is a GGB transaction where one party sells and transfers ownership of GGB to another party without a commitment to repurchase the GGB;
6. Repurchase transaction is a GGB transaction where one party sells and transfers ownership of GGB to another party, simultaneously committing to repurchase and reclaim ownership of the GGB after a specified period at a predetermined price. A repurchase transaction includes the Sale Transaction (Transaction 1) and the Repurchase Transaction (Transaction 2). In a repurchase transaction, the Seller is understood as the seller in Transaction 1, and the Buyer is understood as the buyer in Transaction 1.
7. Ordinary buy-sell transaction The HNX GGB trading market has two types of members: ordinary trading members and special trading members.
8. Transaction of reselling is a transaction of securities where one party sells and transfers ownership of the securities to another party, while committing to repurchase and reclaim ownership of those securities after a specified period at a predetermined price. The transaction of reselling includes the Selling Transaction (Transaction 1) and the Reselling Transaction (Transaction 2). In the reselling transaction, the Seller refers to the selling party in Transaction 1, and the Buyer refers to the purchasing party in Transaction 1.
Chapter II
MEMBER
1. The government bond trading market at the Hanoi Stock Exchange has two types of members: ordinary trading members and special trading members.
The securities trading market of the Hanoi Stock Exchange has two types of members: regular trading members and special trading members.
Article 4. Criteria for Membership
1. For ordinary trading members:
a) Being a securities company licensed by the State Securities Commission (SSC) to operate securities business, including all trading activities such as brokerage, proprietary trading, investment advisory services, and underwriting of securities issuance;
b) Being a member of the Vietnam Securities Depository Center;
c) Meeting the criteria set forth in Chapter VI of the Securities Law No. 70/2006/QH11 dated June 29, 2006, regarding the establishment and operation of securities companies, and the provisions in the Law Amending and Supplementing Certain Articles of the Securities Law No. 62/2010/QH12 dated November 24, 2010;
d) Having sufficient material and technical facilities and personnel to serve the trading activities of government bonds at the Hanoi Stock Exchange;
đ) Meeting other conditions specified by the Hanoi Stock Exchange;
2. For special trading members:
a) Being a commercial bank or a branch of a commercial bank with valid business registration and operating licenses issued by competent authorities;
b) Having a minimum subscribed capital equivalent to the statutory capital requirement as currently prescribed by the Government's regulations on the list of statutory capital requirements for credit organizations and related current regulations;
c) Being a member of the Vietnam Securities Depository Center;
d) Having sufficient material and technical facilities and personnel to serve the trading activities of government bonds at the Hanoi Stock Exchange;
đ) Other conditions specified by the Hanoi Stock Exchange;
Article 5. Registration for Membership
The Hanoi Stock Exchange specifies detailed additional conditions, application forms, and procedures for membership registration.
Article 6. Rights and Obligations of Members
1. Ordinary Trading Members
a) Ordinary trading members have the following rights:
- Using the trading system and services provided by the Hanoi Stock Exchange;
- Being permitted to use information extracted from the Hanoi Stock Exchange's bond market information system for their business activities, but not for commercial purposes such as providing or reselling to third parties;
- Conducting proprietary trading on the Hanoi Stock Exchange's trading system;
- Providing bond brokerage services to clients;
- Collecting fees as stipulated by the Ministry of Finance;
- Withdrawing membership status upon approval by the Hanoi Stock Exchange;
b) Ordinary trading members have the following obligations:
- Maintaining technical and human resources as specified by the Hanoi Stock Exchange for ordinary trading members on the trading system;
- Adhering to the Hanoi Stock Exchange's member regulations;
- Being subject to supervision and inspection by the SSC and the Hanoi Stock Exchange;
- Paying membership fees, transaction fees, and other service fees as prescribed by law;
- Complying with reporting and disclosure requirements as stipulated in this Circular and relevant laws;
2. Special Trading Members
a) Special trading members have the following rights:
- Using the trading system and services provided by the Hanoi Stock Exchange;
- Being permitted to use information extracted from the Hanoi Stock Exchange's bond market information system, but not for commercial purposes such as providing or reselling to third parties;
- Conducting proprietary trading on the Hanoi Stock Exchange's bond trading system;
- Withdrawing membership status upon approval by the Hanoi Stock Exchange;
b) Special trading members have the following obligations:
- Committing to bid buying and selling of government bonds with guaranteed commitments for standard terms on the Hanoi Stock Exchange's system when the special member is also a tender participant in the primary bond market. The Chairman of the SSC decides specifically on the total volume of guaranteed bids and offers based on the face value of bonds in a trading day for each standard term based on market realities at different stages;
- Maintaining technical and human resources as specified by the Hanoi Stock Exchange for special trading members on the trading system;
- Adhering to the Hanoi Stock Exchange's member regulations;
- Being subject to supervision and inspection by the SSC and the Hanoi Stock Exchange;
- Paying membership fees, transaction fees, and other service fees as prescribed by law;
- Complying with reporting and disclosure requirements as stipulated in this Circular and relevant laws.
Article 7. Termination of Member Status
1. A member voluntarily requests to terminate their membership status and receives approval from the Hanoi Stock Exchange (SGDCKHN).
2. Compulsory termination of member status:
b) Seriously violating or committing systemic violations of regulations concerning government bond trading members at the Hanoi Stock Exchange;
b) Serious violation of regulations on trading members of SGDCKHN for government bonds (TPCP) or non-serious but systematic violations;
c) SGDCKHN specifically stipulates in its Rules and operational procedures regarding the termination of member status after receiving approval from the State Securities Commission (UBCKNN).
Article 8. Trading Government Bonds (TPCP) by Members
1. Listed TPCP trading transactions are conducted by members through the trading system of the Hanoi Stock Exchange (SGDCKHN).
2. Transaction confirmation slips printed from the trading system are stored by the member as legal evidence for reporting, inspection, and transaction reconciliation in case of disputes.
3. For brokerage transactions:
a) The member must enter into a written contract when opening a TPCP trading account for customers;
b) The member must unify and publicly announce the form of accepting and processing customer TPCP trading transactions at headquarters, branches, and transaction offices. Related documents must be stored at the location where the request was received. The results of the transaction must be immediately communicated to the customer following the agreed-upon method. The member must provide monthly bank statements and TPCP account statements upon customer request;
c) The member has the obligation to register information exchange accounts for customers on the Internet-based TPCP trading system to facilitate customer communication with market representatives, regulatory bodies, and management authorities when requested by the customer;
d) The member must prioritize executing brokerage orders for customers over self-trading orders with the best possible execution price on the SGDCKHN trading system. The best possible execution price is either the specified price or better than the specified price of the customer;
đ) The member must store and secure customer TPCP trading accounts and records in accordance with legal provisions;
e) The member has the obligation to provide information related to customer accounts for management, supervision, and inspection purposes as required by the SGDCKHN, State Securities Commission (UBCKNN), and competent state agencies;
g) The member must ensure the customer's ability to settle transactions within the prescribed time frame;
4. For self-trading transactions: The member must ensure sufficient funds and TPCP to fulfill all obligations of the member in related transactions on the trading system.
Article 9. Reporting System of Members
1. Members must periodically report to the Hanoi Stock Exchange (SGDCKHN) on business activities, including:
a) Monthly reports on TPCP trading business operations within ten (10) working days from the end of the month (according to Appendix Form 01/TTTP);
b) Annual consolidated reports on TPCP trading business operations before March 31 each year (according to Appendix Form 02/TTTP).
2. Forms of submitting reports:
Members submit reports to the Hanoi Stock Exchange (SGDCKHN) in both written and electronic data formats. For electronic data, information must be sent to the SGDCKHN according to specific guidelines provided by the SGDCKHN for using the reporting submission and information disclosure system.
Article 10. Disciplinary Forms for Members
Members who violate regulations on activities in the government bond market at the Hanoi Stock Exchange shall be subject to one or more of the following disciplinary forms:
1. Reprimand;
2. Warning;
3. Suspension of trading activities in government bonds on the Hanoi Stock Exchange for a specified period;
4. Compulsory termination of membership status.
Chapter III
LISTING AND TRANSACTION MANAGEMENT
Article 11. Types of Bonds Listed
1. Government bonds listed on the Hanoi Stock Exchange are those with a nominal term exceeding one (01) year issued by the State Treasury (STB) (including government bonds issued in foreign currency);
2. Treasury bills listed are those issued by the STB or the State Bank (SBV) with a nominal term not exceeding fifty-two (52) weeks.
3. Local government bonds; Government-guaranteed bonds.
Article 12. Listing of Government Bonds
1. Government bonds are listed on the Hanoi Stock Exchange upon written request from the issuer according to Form 03a (if it is the first auction issuance), Form 03b (if it is supplementary auction issuance), Form 03c (if it is issued through other methods), Form 03d (if it is a treasury bill issued through auction bidding), and the registration announcement of the Vietnam Securities Depository Center.
2. The listing process for bonds is carried out in accordance with Article 33 of Circular No. 17/2012/TT-BTC dated February 8, 2012, of the Ministry of Finance on guidelines for issuing government bonds in the domestic market.
3. The listing process for treasury bills issued by the State Treasury is carried out in accordance with Article 17 of Joint Circular No. 106/2012/TTLT-BTC-NHNN on guidelines for issuing treasury bills through the State Bank of Vietnam.
Article 13. Listing for Government-Guaranteed Bonds
Corporate bonds guaranteed by the Government are listed on the Hanoi Stock Exchange. The registration listing dossier includes:
a) A written request for bond listing according to Form 03a (if it is the first auction issuance), Form 03b (if it is supplementary auction issuance), Form 03c (if it is issued through other methods);
b) A certificate from the Vietnam Securities Depository Center confirming that the bonds of that organization have been registered and centrally deposited;
c) A written approval from the Prime Minister regarding the issuance guarantee and the guarantee limit;
d) A written notification from the Ministry of Finance regarding the maximum permissible issuance limit of guaranteed bonds.
2. Listing of bonds of policy banks guaranteed by the Government
a) Bonds are listed on the Hanoi Stock Exchange upon written request from the issuer according to Form 03a (if it is the first auction issuance), Form 03b (if it is supplementary auction issuance), Form 03c (if it is issued through other methods) and the registration announcement of the Vietnam Securities Depository Center.
b) The listing process for bonds of policy banks guaranteed by the Government is carried out according to the listing process for government bonds under Clause 2 of Article 12 of this Circular.
Article 14. Listing of Local Government Bonds
1. Bonds are listed on the Hanoi Stock Exchange upon written request from the issuer according to Form 03a (if it is the first auction issuance), Form 03b (if it is supplementary auction issuance), Form 03c (if it is issued through other methods) and the registration announcement of the Vietnam Securities Depository Center.
2. The listing process for local government bonds is carried out according to the listing process for government bonds under Clause 2 of Article 12 of this Circular.
Article 15. Provisions on transactions and settlements
1. The Hanoi Stock Exchange (SGDCKHN) organizes trading for centralized registered treasury securities (TPCP) and those listed.
2. Trading of TPCP at the SGDCKHN is conducted through members; settlement and payment are carried out through the Vietnam Securities Depository Center and Payment Bank.
3. The repurchase transaction of TPCP by the issuer according to the issuance terms shall be regulated by the SGDCKHN for each specific case.
Article 16. Trading hours
1. The SGDCKHN organizes trading from Monday to Friday each week, except for holidays stipulated by the Labor Code and trading holidays prescribed by regulatory authorities.
2. Specific trading hours are determined by the General Director of the SGDCKHN after approval by the State Securities Commission (UBCKNN).
Article 17. Trading methods
1. The SGDCKHN applies negotiated trading methods for TPCP transactions on its trading system.
2. In necessary cases, the SGDCKHN may decide to change the trading method after obtaining approval from the UBCKNN.
Article 18. Types of transactions
The SGDCKHN organizes two types of TPCP transactions: regular buy-sell transactions and repurchase transactions.
Article 19. Establishment and cancellation of transactions
1. A transaction is established when the trading system records it, except where otherwise provided by the UBCKNN.
2. If a transaction that has been established significantly affects investors' interests or the entire market, the SGDCKHN may decide to amend or cancel the transaction and report such action to the Chairman of the UBCKNN.
Article 20. Handling violations related to transactions
1. Members violating transaction regulations must bear disciplinary actions as stipulated in Article 10 of the Circular.
2. In addition to the aforementioned penalties, the SGDCKHN may prescribe additional penalties.
Article 21. Information about counterparties in TPCP transactions
1. Members participating in TPCP transactions on the SGDCKHN's trading system, whether as proprietary traders or brokers, must ensure that information about related parties in the transaction is kept confidential. Disclosure of information shall only be made when:
a) All relevant parties agree in writing;
b) Upon written request by competent authorities;
c) When the transaction is officially deemed unfeasible due to refusal or inability of the participating parties to fulfill their obligations in the transaction.
2. Members conducting TPCP transactions must inform the counterparty of their role in the transaction, whether as a proprietary trader or broker.
Chapter IV
REGULAR BUY-SELL TRANSACTIONS
Article 22. Forms of transactions
1. Regular buy-sell transactions are conducted in two forms: Electronic Negotiation and Ordinary Negotiation.
2. The SGDCKHN decides to change or supplement the form of transaction after obtaining approval from the UBCKNN.
Article 23. Electronic Negotiation
1. Electronic negotiation is a form of transaction where trading orders are bid with firm commitments and executed immediately upon selection by a counterparty without requiring confirmation.
2. Transactions under electronic negotiation are carried out according to one of the following principles:
a) For the form of electronic negotiation with market-wide characteristics: The member's trading representative enters firm commitment bid and ask orders into the system and selects matching orders to execute the transaction. The content of firm commitment bid and ask orders is specified in the Government Bond, Government-Guaranteed Bond, and Local Government Bond Trading Process (Trading Process for TPCP) issued by the SGDCKHN.
b) For the form of electronic negotiation with selective characteristics: The member's trading representative, based on system price requests, sends firm commitment bid and ask orders directly to the requesting counterparty, who will then select the appropriate bid to execute the transaction. The content of the price request is specified in the Trading Process for TPCP issued by the SGDCKHN.
Article 24. Ordinary Agreement
1. An ordinary agreement is a form of transaction where the parties negotiate with each other through messaging tools on the trading system or through external communication means regarding the transaction conditions and report the results to the trading system to establish the transaction.
2. After completing the agreement, the transaction under the ordinary agreement form becomes effective when the Buyer or Seller enters the trading order into the trading system and the corresponding Buyer or Seller confirms this trading order. The content of the transaction report is stipulated in the Government Bond Trading Procedure issued by the Hanoi Stock Exchange.
Chapter V
REPURCHASE TRANSACTIONS
Article 25. Forms of Transaction
1. Repurchase transactions are carried out in two forms: Electronic Agreement and Ordinary Agreement.
2. The SGDCKHN decides to change or supplement the form of transaction after obtaining approval from the UBCKNN.
Article 26. Electronic Agreement
1. An electronic agreement is a form of transaction where, starting from price quotation requests on the trading system, purchase and sale orders with firm commitments are matched and executed immediately upon selection without further confirmation.
2. Transactions under the electronic agreement form are conducted based on the principle of member representation, using price quotation requests on the system, sending purchase and sale orders with firm commitments directly to named counterparties who have made quotation requests, and these counterparties will select suitable orders to execute the transaction.
3. Price quotation requests can be sent to one, several counterparties, or the entire market at the customer's request. If the customer does not specify, the quotation request is sent to the entire market. The content of the price quotation request is specified in the Government Bond Trading Procedure of the Hanoi Stock Exchange.
4. Purchase and sale orders with firm commitments are sent directly to the counterparty making the quotation request. The content of the firm commitment order is specified in the Government Bond Trading Procedure of the Hanoi Stock Exchange.
Article 27. Ordinary Agreement
1. An ordinary agreement is a form of transaction where the parties negotiate with each other through messaging tools on the system or through external communication means regarding the transaction conditions and report the results on the system to establish the transaction.
2. After completing the agreement, the transaction under the ordinary agreement form becomes effective when the Buyer or Seller enters the trading order into the system and the corresponding Buyer or Seller confirms this trading order. The content of the transaction report is stipulated in the Government Bond Trading Procedure issued by the Hanoi Stock Exchange.
Article 28. Duration of Repurchase Transactions
1. The duration of repurchase transactions is calculated in actual days from the settlement date of the first transaction to the settlement date of the second transaction.
2. The minimum duration of repurchase transactions is two (02) days and the maximum is one hundred eighty (180) days.
3. The Hanoi Stock Exchange decides to change the duration of repurchase transactions when necessary, after obtaining approval from the State Securities Commission.
Article 29. Repurchase Profit
Repurchase profit is calculated on an actual day/actual day basis. The method for calculating repurchase profit is specifically provided in the operational regulations of the Hanoi Stock Exchange.
Article 30. Exercise Price
1. The exercise price in the buy-sell transaction shall be calculated based on the listed price, accumulated coupon interest (if any), and risk protection ratio (if any).
2. The formula for calculating the exercise price shall be specified in the business regulations of the Hanoi Stock Exchange.
Article 31. Risk Protection Ratio
1. The risk protection ratio is the percentage that is deducted or added to the cumulative coupon interest price at the start of the buy-sell transaction.
2. The risk protection ratio applicable to each bond code used in the buy-sell transaction shall be agreed upon by both parties. In necessary cases, the Hanoi Stock Exchange may specify the ceiling level of the risk protection ratio.
3. The risk protection ratio remains fixed throughout the term of the repurchase transaction.
Article 32. Income from Bonds in Buy-Sell Transactions
1. The right to receive coupon interest and related income (if any) from bonds in buy-sell transactions belongs to the Seller.
2. In case the Buyer receives coupon interest at any time within the term of the buy-sell transaction, the Buyer shall be responsible for returning the received coupon interest to the Seller. If the return of coupon interest occurs outside the trading system, the return date shall be agreed upon by both parties but not later than five (05) working days from the actual payment date of the bond interest. If the return of coupon interest occurs through the trading system, the return date shall be when the buy-sell transaction ends. If the return of coupon interest occurs through the trading system, at the start of the buy-sell transaction, both parties shall agree with each other on the interest rate (if any) applied to the accrued coupon interest.
Article 33. Handling Cases Where Parties Do Not Fulfill Payment According to Agreement in Buy-Sell Transactions
1. When the settlement date of the buy-sell transaction arrives (second settlement), if one of the two parties does not fulfill the payment according to the agreed terms recorded in the trading system, the bonds used in the buy-sell transaction shall be handled as follows:
a) In case the settlement date of the buy-sell transaction arrives and the Seller fails to make the payment according to the agreement while both parties cannot reach an agreement on changing the terms regarding the obligations and rights of each party in the buy-sell transaction, the handling of the bonds used in the buy-sell transaction shall be carried out as follows:
- The Buyer shall publicly offer the bonds on the trading system at a price equal to the purchase price in the first transaction plus or minus the risk protection amount (if any), plus or minus the interest rate on the accrued coupon interest (if any), and plus the buy-sell interest rate and late payment penalty interest as stipulated in the Trading Regulations for Government Bonds, Government-Guaranteed Bonds, and Local Government Bonds on the trading day immediately following the buy-sell transaction settlement date. The details of this offer shall be specified in the Bond Trading Process issued by the Hanoi Stock Exchange;
- In case there is no buyer by the end of the trading day, the relevant bonds shall be fully handled by the Buyer. Additionally, the Seller shall pay the buy-sell interest and late payment interest on the actual number of days from the payment due date according to the transaction until the completion of the transaction handling;
- The risk protection value converted from the risk protection ratio and the value of the bonds participating in the buy-sell transaction shall be returned to the Seller or the Buyer depending on the risk protection agreement in the event of liquidation of the bonds as stipulated in the above two paragraphs, point a, Clause 1 of this Article.
- Other reasonable income shall be returned to the Seller as stipulated in Article 32 of this Circular.
b) In case the settlement date of the buy-sell transaction arrives and the Buyer fails to make the payment according to the agreed terms recorded in the trading system, while both parties cannot reach an agreement on changing the terms regarding the obligations and rights of each party in the buy-sell transaction, the handling of the funds used in the buy-sell transaction shall be carried out as follows:
- The funds already received in the buy-sell transaction shall be fully handled by the Seller.
- The risk protection value converted from the risk protection ratio and the value of the bonds participating in the buy-sell transaction shall be returned to the Seller or the Buyer depending on the risk protection agreement agreed upon and recorded by the trading system when the buy-sell transaction was executed.
- Other reasonable income shall be returned to the Seller as stipulated in Article 32 of this Circular.
2. Any change in the agreement regarding rights and obligations in the buy-sell transaction recorded in the trading system aimed at addressing temporary payment incapability must be agreed upon by all parties involved in the transaction and reported in writing to the Hanoi Stock Exchange before implementation and immediately after completion.
3. Members conducting buy-sell transactions on the Hanoi Stock Exchange's trading system may use ancillary contracts to further agree on additional rights and obligations under the condition that the agreements in the ancillary contracts do not conflict with the provisions of this Circular and related laws. In case of conflict, the provisions of the Hanoi Stock Exchange shall be applied to determine the relevant rights and obligations.
Chapter VI
INFORMATION DISCLOSURE
Article 34. Principles for Disclosure of Information
1. Disclosed information must be complete, accurate, and timely in accordance with the provisions of the law;
2. Disclosure of information must be carried out by the company's representative under the law or by a person authorized to disclose information. The company's representative must bear responsibility for the accuracy, timeliness, and completeness of the information disclosed by the authorized person.
3. Disclosure of information must be simultaneously conducted through mass media channels.
Article 35. Means and Forms of Disclosure of Information
1. Means:
The disclosure of information shall be conducted through the following means of information disclosure:
a) Annual reports, electronic information websites, and other publications of organizations subject to information disclosure;
b) Information disclosure means of the State Securities Commission including: the system for receiving reports and disclosing information, the electronic information portal, and other publications of the State Securities Commission;
c) Information disclosure means of the Hanoi Stock Exchange including: the system for receiving reports and disclosing information, the Hanoi Stock Exchange's electronic information website;
d) Other mass media means as prescribed by law.
2. Forms:
Information is disclosed in the form of written documents and electronic data. For written documents, the disclosed information must be the original document bearing the stamp and signature of the authorized person to disclose information. For electronic data, the information must be sent to the Hanoi Stock Exchange according to specific guidelines provided by the Hanoi Stock Exchange on using the system for receiving reports and disclosing information.
Article 36. Subjects Implementing Disclosure of Information
The subjects of information disclosure include members and the Hanoi Stock Exchange.
Article 37. Disclosure of Information by Ordinary Trading Members
Ordinary trading members fulfill their obligation to disclose information in accordance with the information disclosure guidelines for securities companies stipulated in Circular No. 52/2012/TT-BTC issued by the Ministry of Finance on April 5, 2012.
Article 38. Disclosure of Information by Special Trading Members
1. Periodic Disclosure:
a) Disclosed Information:
Includes: Semi-annual financial statements reviewed (Annex No. 04/TTTP), annual financial statements audited (Annex No. 05/TTTP), and annual reports.
b) Timeframe for Disclosure:
The deadline for disclosing semi-annual financial statements reviewed shall not exceed sixty (60) days from the end of the first six (06) months of the fiscal year.
The deadline for disclosing annual financial statements audited shall not exceed ninety (90) days from the end of the fiscal year, and the annual report shall not be later than twenty (20) days from the date of disclosing the annual financial statements audited.
2. Unusual Disclosure:
a) Disclosed Information:
- Being placed under special supervision by state management agencies;
- There is a decision to initiate prosecution, court judgment, or decision against a member of the Board of Directors, Chairman, General Director or Chief Executive Officer, Deputy General Director or Deputy Chief Executive Officer, Chief Accountant;
- The Shareholders' Meeting approving a merger with another company;
- Changes in the membership of the Board of Directors, Chairperson, General Director or Deputy General Director, Vice General Director or Deputy Vice General Director;
- A member experiences significant changes in business operations, including: a member suffers losses of ten percent (10%) or more of the value of assets; a member voluntarily suspends business operations or has trading activities suspended; a member has their Business Registration Certificate, Establishment and Operation License, or Operating License revoked; decisions to amend or supplement the charter of the bank; change of bank name; decisions to increase or decrease the charter capital.
b) Timeframe for Disclosure:
Within twenty-four (24) hours from the occurrence of any of the above events, special trading members must carry out the disclosure of information.
3. Disclosure upon Request:
a) Disclosed Information:
- Information related to members and affecting the interests of other investors and traders in the market;
- Information related to unusual activities of members and requiring confirmation of such information;
The content of the disclosed information must clearly state the event requested by the State Securities Commission and/or the Hanoi Stock Exchange to be disclosed; the cause; the degree of authenticity of the event.
b) Timeframe for Disclosure:
Within twenty-four (24) hours from receipt of the request from the State Securities Commission, the Hanoi Stock Exchange, special trading members must carry out the disclosure of information.
Article 39. Disclosure of Information by the Hanoi Stock Exchange (HSE)
The HSE has the obligation to disclose the following information:
1. Information on government bond transactions on the HSE's trading system:
a) Information on types of government bonds permitted for trading;
b) Total number of types of government bonds permitted for trading in a day;
c) Information on government bonds traded including term, coupon interest rate (if applicable), maturity date;
d) Information on the latest price and volume executed for each type of government bond;
đ) Information on the quantity offered for purchase/sale and corresponding value for each type of government bond;
e) Total trading volume across the entire market for each type of transaction: Regular Trading and Repurchase Trading;
g) Information on the benchmark yield curve (if available);
h) Other information as required by the Securities Commission (SC);
2. Information on members:
a) Member list;
b) Information on member admission;
c) Information on member penalties;
d) Information on termination of member status;
đ) Other information.
3. Information on listing activities:
a) Name of government bond, quantity, face value;
b) Information on initial listing;
c) Information on additional listing;
d) Information on delisting;
đ) Information on changes to listings;
e) Other information.
Chapter VII
IMPLEMENTATION
Article 40. Implementation organization
1. This Circular takes effect from March 18, 2013, and replaces Decision No. 46/2008/QD-BTC dated July 1, 2008, issued by the Ministry of Finance accompanying the Regulation on Government Bond Trading Management at the Hanoi Stock Exchange Center. Provisions regarding government bond trading management, government-guaranteed bonds, local government bonds, and Treasury bills in other documents issued by the Ministry of Finance that conflict with this Circular shall be abolished and replaced by the provisions of this Circular.
2. The Securities Commission, the HSE, and entities participating in government bond trading at the HSE are responsible for implementing this Circular.
3. The HSE is responsible for issuing regulations and business procedures consistent with the provisions of this Circular.
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Place of Receipt: |
DEPUTY MINISTER |
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