Circular No. 30/2019/TT-BTC guiding registration, custody, listing, trading, and settlement of government bond transactions, government-guaranteed corporate bonds issued by policy banks, and local government bonds.

CIRCULAR

Guidelines for registration, custody, listing, trading, and settlement of government debt instruments, government-guaranteed bonds issued by policy banks, and local government bonds
Law Amending and Supplementing Certain Provisions of the Securities Law
November 24, 2010;

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On the basis of Securities Law June 29, 2006 and Decision No. 58/2012/NĐ-CP July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of

On the basis of Law on Public Debt Management November 23, 2017;

Decree No. the Law Amending and Supplementing Certain Provisions of the Securities Law; Decision No. 60/2015/NĐ-CP Securities Law and June 26, 2015 of the Government amending and supplementing certain provisions of Decree No.

Decree No. 91/2018/NĐ-CP June 26, 2018 of the Government on the issuance and management of government guarantees; the Law Amending and Supplementing Certain Provisions of the Securities Law; Decision No. 60/2015/NĐ-CP Securities Law and June 26, 2015 of the Government amending and supplementing certain provisions of Decree No.

Decree No. Decision No. 93/2018/NĐ-CP June 30, 2018 of the Government on the management of local government debt;

Decree No. June 30, 2018 of the Government on the issuance, registration, custody, listing, and trading of government debt instruments on the securities market; The Minister of Finance issues this Circular to guide the registration, custody, listing, trading, and settlement of transactions of government debt instruments, government-guaranteed bonds issued by policy banks, and local government bonds.

Decree No. June 30, 2018, by the Government, stipulates the issuance, registration, This Circular provides detailed guidance on the activities of registration, custody, listing, trading, and settlement of transactions of government debt instruments (including government bonds, treasury bills, national construction bonds), government-guaranteed bonds issued by policy banks, and local government bonds (hereinafter referred to as debt instruments).

Decree No. 87/2017/NĐ-CP July 26, 2017 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;

Equivalent debt instruments may substitute

PART I

GENERAL PROVISIONS

Article 1. Scope of Application

listed debt instruments on the Stock Exchange and be used to settle transactions in lieu of original debt instruments when there are insufficient original debt instruments for settlement.

Article 2. Explanation of terms

1. Par value price is the price based on one bond used to determine the amount payable in debt instrument transactions.

2. Execution price Listing price

3. is the price at which members list debt instruments on the system. The listing price refers to the price excluding accrued nominal interest (if any). Debt instrument trading system

4. (hereinafter referred to as the trading system) is the physical infrastructure and technical facilities serving debt instrument trading activities at the Stock Exchange. The trading system allows for receiving, transferring, modifying, recording, monitoring, and extracting data to facilitate debt instrument trading operations. Settlement bank for debt instrument transactions

5. is the State Bank of Vietnam's Trading Center that performs the function of settling funds for debt instrument transactions on the Stock Exchange. Member settlement bank

6. is a commercial bank with a settlement account at the State Bank of Vietnam's Trading Center and a direct member of the interbank electronic payment system, performing the function of settling funds for indirect payment organizations and/or itself. Settlement on a transaction-by-transaction basis

7. is a method of settling funds and debt instruments where the transfer of funds and debt instruments between parties involved in transactions through the State Bank of Vietnam and the Vietnam Securities Depository is carried out on a transaction-by-transaction basis immediately upon the buyer transferring funds and the seller transferring debt instruments. Direct account opening organization

8. is an organization that opens a direct securities custody account at the Vietnam Securities Depository and uses its custody and settlement services based on a service provision contract with the Vietnam Securities Depository. Indirect payment organization

9. is an organization not a member of the interbank electronic payment system of the State Bank of Vietnam and must open an account at a member settlement bank to perform its own and its customers' debt instrument transaction settlements; including: securities companies that are custodians, direct account opening organizations that are not commercial banks, and the Vietnam Securities Depository. Direct payment organization

10. is an organization that directly performs debt instrument transaction fund settlements within the interbank electronic payment system of the State Bank of Vietnam. REGISTRATION, CUSTODY AND LISTING

Chapter II

ĐĂNG KÝ, LƯU KÝ VÀ NIÊM YẾT

Article 3. Registration and Custody of Debt Instruments

1. Government bonds and national construction bonds issued individually shall be centrally registered and custodied at the Vietnam Securities Depository upon the request of the State Treasury.

2. Treasury bills directly issued to the State Bank of Vietnam shall be centrally registered and custodied at the Vietnam Securities Depository upon the request of the State Bank of Vietnam and the State Treasury.

3. Treasury bills issued through auction, government bonds, and national construction bonds issued through auction or issuance guarantee, government-guaranteed bonds issued by policy banks, and local government bonds shall be centrally registered and custodied at the Vietnam Securities Depository upon the request of the issuer. The registration and custody process shall be carried out as follows:

a) Based on the announcement of the issuance results of debt instruments from the issuer, the Vietnam Securities Depository shall register the issued debt instruments. The registration time for issued debt instruments shall be on the payment date for purchasing debt instruments.

b) The Vietnam Securities Depository shall send a notification of the registration of issued debt instruments to the Stock Exchange for listing government bonds.

c) The Vietnam Securities Depository shall custody the debt instruments into the account of the owner after receiving the confirmation document of the completion of bond purchase payment from the issuer.

4. The Vietnam Securities Depository shall cancel the registration of debt instruments as follows:

a) Cancel the registration of debt instruments that have not completed the purchase payment based on the cancellation notice of the issuance results of debt instruments from the issuer.

b) Cancel the registration of debt instruments upon maturity based on the delisting notice from the Stock Exchange.

c) Cancel the registration of government bonds issued to ensure liquidity based on the notice from the State Treasury and the delisting notice from the Stock Exchange.

5. The Vietnam Securities Depository shall supplementally register and custody government bonds issued to ensure liquidity upon the request of the State Treasury and supplementally register and custody other types of debt instruments upon the request of the issuer.

6. The registration and custody of swap and repurchase debt instruments shall be carried out according to Circular No. 110/2018/TT-BTC dated November 15, 2018, issued by the Minister of Finance, guiding the repurchase and swap of government debt instruments, government-guaranteed bonds, and local government bonds in the domestic market.

Article 4. Listing of Debt Instruments

1. Government bonds and national construction bonds issued individually shall be listed, supplemented, and traded at the Stock Exchange upon the request of the State Treasury.

2. Treasury bills directly issued to the State Bank of Vietnam shall be listed at the Stock Exchange upon the request of the State Bank of Vietnam and the State Treasury.

3. Treasury bills issued through auction, government bonds, and national construction bonds issued through auction or issuance guarantee, government-guaranteed bonds issued by policy banks, and local government bonds shall be listed and supplemented at the Stock Exchange based on the request of the issuer, the registration notification of debt instruments from the Vietnam Securities Depository, and shall be traded no later than the next working day after the registration of debt instruments.

4. Government bonds issued to ensure liquidity shall be listed and traded at the Stock Exchange based on the request of the State Treasury and the registration notification of debt instruments from the Vietnam Securities Depository.

5. The delisting of debt instruments that have not completed the purchase payment and the delisting of government bonds issued to ensure liquidity shall be carried out by the Stock Exchange based on the cancellation notice of the issuance results of debt instruments from the issuer.

6. The listing of swap and repurchase debt instruments shall be carried out according to Circular No. 110/2018/TT-BTC dated November 15, 2018, issued by the Minister of Finance, guiding the repurchase and swap of government debt instruments, government-guaranteed bonds, and local government bonds in the domestic market.

Chapter III

DEALINGS

Section I

MARKET PARTICIPANTS

Article 5. Classification of Trading Members

1. The debt instrument trading market at the Stock Exchange has two (02) types of trading members: ordinary trading members and special trading members.

a) Ordinary trading members are securities companies approved by the Stock Exchange to be trading members. Ordinary trading members are permitted to conduct brokerage and proprietary trading of debt instruments at the Stock Exchange.

b) Special trading members are commercial banks and branches of commercial banks approved by the Stock Exchange to be trading members. Special trading members are only permitted to buy and sell debt instruments for themselves at the Stock Exchange.

2. The State Treasury participates in the government bond trading market according to the provisions of Government Decree No. 24/2016/NĐ-CP dated April 5, 2016, which stipulates the state treasury management system and any subsequent amendments, supplements, or replacements (if any).

a) The State Treasury may conduct purchase transactions in secondary government bond trading on the trading system at the Stock Exchange with a maximum transaction period of three (03) months and must pay the transaction service fee as prescribed by law. The State Treasury may use the trading system and services provided by the Stock Exchange and the Vietnam Securities Depository Center.

b) The State Treasury is not required to comply with the regulations on qualifications for trading members, registration as trading members, obligations of trading members, reporting systems of trading members, and information disclosure systems of trading members as stipulated in Articles 6, 7, 8, 11, and Section III of Chapter III of this Circular.

Article 6. Qualifications for Trading Members

1. For ordinary trading members:

a) They are securities companies licensed by the Securities Commission to establish and operate; they are permitted to conduct all business activities including: securities brokerage, proprietary trading, investment advisory services, and underwriting of securities issuance;

b) They are depositary members of the Vietnam Securities Depository Center;

c) They have sufficient technical facilities and personnel to support the trading of debt instruments as specified by the Stock Exchange for ordinary trading members on the trading system.

2. For special trading members:

a) They are commercial banks or branches of commercial banks with valid business registration certificates and operating licenses issued by competent authorities;

b) They have subscribed capital or authorized capital of at least the minimum statutory capital as currently prescribed by the Government regarding the list of statutory capital levels for credit institutions and related current regulations;

c) They have sufficient technical facilities and personnel to support the trading of debt instruments as specified by the Stock Exchange for special trading members on the trading system.

Article 7. Registration as Trading Members

The Stock Exchange specifies the detailed requirements and procedures for registering as trading members.

Article 8. Rights and Obligations of Trading Members

1. Rights of Trading Members

a) Ordinary trading members and special trading members have the following rights:

- Using the trading system and services provided by the Securities Exchange;

- Using information extracted from the bond market information system of the Securities Exchange for their business activities, but not to resell such information and data to third parties;

- Withdrawing from the status of trading member after being approved by the Securities Exchange.

b) In addition to the rights stipulated in Point a Clause 1 of this Article, ordinary trading members have the following rights:

- Conducting proprietary trading on the trading system of the Securities Exchange;

- Providing brokerage services for debt instruments to customers;

- Charging service fees in accordance with the provisions of the law.

c) In addition to the rights stipulated in Point a Clause 1 of this Article, special trading members have the right to buy and sell debt instruments for themselves on the trading system of the Securities Exchange.

2. Obligations of Trading Members

Ordinary trading members and special trading members have the following obligations:

a) Maintaining compliance with the standards to become a trading member as prescribed in Article 6 of this Circular;

b) Adhering to the regulations on trading members of the Securities Exchange;

c) Being subject to inspection and supervision by the State Securities Commission and the Securities Exchange;

d) Paying membership management service fees, trading service fees, and other services as prescribed by law;

đ) Complying with reporting and disclosure requirements as stipulated in this Circular and relevant laws;

e) When participating in debt instrument trading on the trading system of the Securities Exchange as a proprietary trader or broker, they must inform the counterparty of their role in the transaction, while ensuring the confidentiality of the counterparty's information in the transaction, except in the following cases: all parties agree in writing; upon written request of competent authorities; when the transaction is officially deemed unable to continue due to refusal or loss of ability to fulfill obligations by the parties involved in the transaction.

Article 9. Termination of Trading Member Status

1. Trading members voluntarily request termination of their status and obtain approval from the Securities Exchange.

2. Trading members are compelled to terminate their status when they fall under any of the following circumstances:

a) No longer meeting the criteria for becoming a trading member as prescribed in Article 6 of this Circular;

b) Seriously violating or committing systemic violations of regulations on trading members of debt instruments as prescribed by the Securities Exchange for trading members;

c) Dissolution, bankruptcy, suspension of operations, or revocation of establishment and operation license; or an organization ceasing to exist after merger (merged company), consolidation (consolidated company), division (divided company); or an organization formed after consolidation (receiving consolidated company), separation (separated company) but failing to meet one of the conditions stipulated in Article 6 of this Circular.

3. In the case of terminating the status of a trading member who is a market maker, the Securities Exchange reports to the Ministry of Finance before implementation.

4. The Securities Exchange specifies the details of terminating the status of trading members after obtaining approval from the State Securities Commission.

Article 10. Debt instrument transactions of trading members

1. Listed debt instrument transactions shall be conducted by trading members through the trading system of the Stock Exchange.

2. Transaction result confirmation slips printed from the trading system shall be stored by trading members to serve as legal grounds for reporting, inspection, and transaction reconciliation when disputes arise.

3. For brokerage transactions:

a) Trading members must sign a written contract when opening a debt instrument trading account for customers;

b) Trading members must agree upon and publicly announce the form of receiving and processing customers' debt instrument transactions at their headquarters, branches, and trading offices. The results of executed transactions must be immediately communicated to customers following the agreed-upon form. Trading members must provide monthly account statements of funds and debt instruments upon customer request;

c) Trading members have the obligation to register information exchange accounts for customers on the internet-based debt instrument trading system to facilitate customers' information exchange with trading representatives, regulatory bodies, and market operators as requested by customers;

d) Trading members must prioritize executing brokerage orders for customers over self-trading orders with the best possible execution price on the Stock Exchange's trading system. The best possible execution price is either the price requested by the customer or a better price than that requested by the customer;

đ) Trading members must store and secure customers' trading accounts and transaction records in accordance with legal regulations;

e) Trading members have the duty to provide information related to customers' accounts for management, supervision, and inspection purposes as required by the Stock Exchange, the State Securities Commission, and competent state authorities;

g) Trading members must ensure customers' payment capability when participating in transactions within the prescribed deadlines.

4. For self-trading transactions of ordinary trading members and debt instrument buying and selling activities for themselves by special trading members: Trading members must ensure sufficient funds and debt instruments to fulfill their obligations in related transactions on the trading system.

Article 11. Reporting System of Trading Members

1. Trading members must periodically report to the Stock Exchange on business operations, including:

a) Monthly reports on debt instrument business operations within ten (10) working days from the end of the month (in the format specified in Appendix No. 01 issued together with this Circular);

b) Annual consolidated reports on debt instrument business operations (in the format specified in Appendix No. 02 issued together with this Circular) before March 31 of the following year.

2. Reporting Format:

Trading members must report to the Stock Exchange via electronic data through the Stock Exchange's reporting and information disclosure system. In necessary cases, the Stock Exchange has the right to require trading members to submit reports in writing.

Article 12. Forms of disciplinary measures for trading members

Trading members who violate the regulations on activities on the debt instrument market at the Stock Exchange shall be subject to one or more of the following disciplinary measures according to the rules of the Stock Exchange: Reprimand; Warning; Suspension of trading activities in debt instruments on the Stock Exchange for a certain period; Compulsion to terminate trading member status.

PART II

GENERAL PROVISIONS ON TRADING

Article 13. Types of transactions

1. Types of debt instrument transactions include:

a) Ordinary buy-sell transaction is a transaction on the trading system where one party sells and transfers ownership of the debt instrument to another party without a commitment to repurchase the debt instrument.

b) Repurchase transaction is a transaction on the trading system where one party sells and transfers ownership of the debt instrument to another party, while committing to repurchase and reclaim ownership of the debt instrument after a specified period at a determined price. A repurchase transaction includes a sale transaction (Transaction 1) and a repurchase transaction (Transaction 2). In a repurchase transaction, the seller refers to the seller in Transaction 1, and the buyer refers to the buyer in Transaction 1.

c) Sale combined with repurchase transaction is a transaction on the trading system that combines two ordinary buy-sell transactions at the same time with the same trading counterparty, including a sale transaction of the debt instrument (Ordinary Transaction 1) combined with a repurchase transaction of the same debt instrument (Ordinary Transaction 2) at a specified future date. In this case, the seller in Ordinary Transaction 1 is the buyer in Ordinary Transaction 2; meanwhile, the price, quantity, and execution date of Ordinary Transaction 2 must be determined before the conclusion of the two transactions.

d) Borrowing and lending transaction is a transaction in which the borrower borrows a debt instrument and commits to repay the borrowed debt instrument to the lender after a specified period.

Borrowing and lending transactions are carried out according to agreements between the parties and on the trading system at the Stock Exchange or on the securities borrowing and lending system at the Vietnam Securities Depository. The relevant parties negotiate and are responsible for the contents related to the volume of borrowing, collateral, repayment, interest rate, and other terms, ensuring these agreements comply fully with applicable laws for the parties involved in the transaction and the rules of the Stock Exchange and the Vietnam Securities Depository.

2. When performing the obligation to create a market according to Point c Clause 2 Article 27 Decree No. 95/2018/ND-CP dated June 30, 2018 of the Government on the issuance, registration, custody, listing, and trading of government debt instruments on the securities market, market makers may sell debt instruments even if they do not have sufficient debt instruments at the time of the transaction. In such cases, market makers must have sufficient debt instruments to transfer at the payment date as stipulated in Clause 3 Article 29 Circular and the rules of the Vietnam Securities Depository.

3. Only market makers can engage in borrowing in borrowing and lending transactions.

4. The Stock Exchange and the Vietnam Securities Depository shall issue detailed rules for each type of debt instrument transaction after obtaining approval from the State Securities Commission.

Article 14. Equivalent debt instruments may be substituted

1. Equivalent debt instruments that can be substituted may be used in repurchase transactions, combined sale and repurchase transactions, lending and borrowing transactions.

2. The substitution of equivalent debt instruments shall be based on the agreement between the parties involved in the transaction. The Securities Exchange shall specify the mechanism for using substitutable equivalent debt instruments in debt instrument transactions.

Article 15. Trading Time

1. The Securities Exchange organizes trading from Monday to Friday each week, except for holidays stipulated by the Labor Code and trading holidays prescribed by the regulatory authority.

2. Specific trading hours are determined by the General Director of the Securities Exchange after approval by the State Securities Commission. Notably, the time for firm commitment quotation must be implemented according to Clause 3, Article 19 of Circular No. 111/2018/TT-BTC dated November 15, 2018, guiding the issuance and settlement of government debt instruments in the domestic market.

Article 16. Trading Methods

1. The Securities Exchange applies negotiated trading methods for debt instrument transactions on the trading system.

2. In necessary cases, the Securities Exchange decides to change the trading method after obtaining approval from the State Securities Commission.

Article 17. Forms of Trading

1. Debt instrument trading at the Securities Exchange is conducted in two forms: electronic negotiation and ordinary negotiation.

2. Electronic negotiation is a form of trading where trading orders with firm commitments are quoted and executed immediately upon selection by a counterparty without further confirmation. Electronic negotiation trading is carried out according to one of the following principles:

a) For the form of electronic negotiation with full-market characteristics: The trading representative of the trading member enters buy and sell orders with firm commitments into the system and selects corresponding orders to execute the trade. The content of the buy and sell orders with firm commitments is specified in the debt instrument trading process issued by the Securities Exchange.

b) For the form of electronic negotiation with selective characteristics: The trading representative of the trading member, based on quotation requests on the system, sends buy and sell orders with firm commitments to specific counterparties who have made quotation requests, and these counterparties will select suitable orders to execute the trade. The content of the quotation requests is specified in the debt instrument trading process issued by the Securities Exchange.

3. Ordinary negotiation is a form of trading where the parties negotiate the terms of the trade through message exchanges on the trading system or other communication means, and report the results to the trading system to establish the trade. The trading results must be reported and entered into the trading system according to the guidelines set forth in the trading rules of the Securities Exchange, after approval by the State Securities Commission.

After reaching an agreement, the ordinary negotiation trade becomes effective when the buyer or seller enters the trading order into the trading system and the corresponding seller or buyer confirms the trading order. The content of the trading report is specified in the debt instrument trading process issued by the Securities Exchange.

4. The Securities Exchange decides to change or supplement the trading form after obtaining approval from the State Securities Commission.

Article 18. Establishment and cancellation of transactions

1. A transaction is established when the transaction system records it, except where the State Securities Commission has provided otherwise.

2. In cases where a transaction that has been established significantly affects the interests of investors or the entire market, the Stock Exchange may decide to amend or cancel the transaction and report to the Chairman of the State Securities Commission.

Article 19. Interest Rate

The interest rate in repurchase transactions, borrowing and lending transactions shall be in accordance with other legal regulations and calculated on an actual day/actual day basis. The method for calculating the interest rate is specified in the operational regulations of the Stock Exchange or the Vietnam Securities Depository (for borrowing and lending transactions at the Vietnam Securities Depository).

Article 20. Execution Price

1. The execution price of transactions on the Stock Exchange is based on the listed price, nominal interest compounded (if applicable), and risk protection ratio (if applicable).

2. The formula for calculating the execution price is stipulated by the Stock Exchange.

Article 21. Risk Protection Ratio

1. The risk protection ratio is a percentage deducted or added to the nominal interest compounded price at the start of the repurchase transaction.

2. The risk protection ratio applies to each bond code used in the repurchase transaction, agreed upon by both parties. If necessary, the Stock Exchange may specify the maximum level of the risk protection ratio.

3. The risk protection ratio remains fixed throughout the term of the repurchase transaction.

Article 22. Income from Debt Instruments in Repurchase Transactions, Borrowing and Lending Transactions

1. The right to receive nominal interest and related income (if any) from debt instruments belongs to the seller (in repurchase transactions) or the lender (in borrowing and lending transactions).

2. In cases where the buyer (or borrower) receives nominal interest at certain times within the transaction period, the buyer (or borrower) is responsible for returning the received nominal interest to the seller (or lender). If the return of nominal interest occurs outside the transaction system, the return date will be agreed upon by both parties but must not exceed five (05) working days from the actual payment date of the bond interest. If the return of nominal interest occurs through the transaction system, the return date is when the transaction ends, and at the start of the transaction, both parties agree on the interest rate (if any) applied to the portion of the nominal interest generated.

Article 23. Handling Obligations in Cases Where Parties Do Not Fulfill Payment According to Agreements in Repurchase Transactions, Borrowing and Lending of Debt Instruments

1. For repurchase transactions and borrowing and lending of debt instruments on the Stock Exchange's transaction system

a) When the final settlement of repurchase transactions and borrowing of debt instruments (second transaction settlement) is due, if one or both parties fail to fulfill the payment according to the previously agreed terms recorded in the transaction system: Both parties involved in the transaction shall negotiate among themselves regarding changes to rights and obligations in the recorded repurchase and borrowing and lending transactions aimed at addressing temporary payment incapability, and must report in writing to the Stock Exchange before implementation and immediately after completing the transaction settlement. If the parties cannot reach an agreement on changing the rights and obligations in the second transaction, the handling of the breach of payment obligation will be carried out according to the guidelines set forth in the Stock Exchange's regulations.

b) Participants in transactions on the Stock Exchange's transaction system may use standard contracts or separate agreements to negotiate specific rights and obligations arising from transactions. In case of conflict between these contracts and the Stock Exchange's regulations, the Stock Exchange's regulations will be applied to determine relevant rights and obligations.

2. For borrowing and lending of debt instruments on the securities borrowing and lending system at the Vietnam Securities Depository, the handling of obligations in cases where parties do not fulfill payment according to agreements is carried out according to the provisions of the Vietnam Securities Depository's regulations.

Section III

INFORMATION DISCLOSURE

Article 24. Subjects Implementing Information Disclosure

The subjects of information disclosure include trading members and the Securities Trading Center.

Article 25. Information Disclosure by Ordinary Trading Members

Ordinary trading members shall fulfill their obligation to disclose information in accordance with Circular No. 155/2015/TT-BTC dated October 6, 2015, issued by the Minister of Finance guiding information disclosure on the securities market.

Article 26. Information Disclosure by Special Trading Members

1. Special trading members, which are public companies, large public companies, and listed companies, shall disclose information in accordance with Circular No. 155/2015/TT-BTC dated October 6, 2015, issued by the Minister of Finance guiding information disclosure on the securities market.

2. Special trading members not falling under Clause 1 of this Article shall disclose information on the electronic information page of the Securities Trading Center and their own electronic information page as follows:

a) Periodic Information Disclosure

Special trading members shall publish the annual audited financial report (in the form attached as Appendix No. 03 of this Circular) within four (04) months from the end of the fiscal year.

b) Unusual Information Disclosure

Special trading members shall disclose unusual information within twenty-four (24) hours from the occurrence of any of the following events:

- Being placed under special supervision by state management agencies;

- Having a decision to initiate prosecution, court judgments, or decisions of the Court against members of the Board of Directors, Chairperson, General Director or Deputy General Director, Vice General Director or Deputy Vice General Director, 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;

- Significant changes in the business operations of the trading member, including: losses of ten percent (10%) or more of asset value; voluntary cessation of business operations or being suspended from trading activities; revocation of the Business Registration Certificate or Establishment and Operation License or Operating License; decisions to amend or supplement the bank charter; change of bank name; decisions to increase or decrease the charter capital;

- Change in the legal representative;

- Change in the person authorized to disclose information;

- Change in the location of the main office.

c) Information Disclosure Upon Request

Special trading members shall disclose information within twenty-four (24) hours from receiving requests from the State Securities Commission or the Securities Trading Center for the following information:

- Information related to the trading member and affecting the interests of other investment and business entities in the market;

- Information related to the abnormal activities of the trading member and requiring confirmation of such information.

The content of the disclosed information must clearly state the event requested by the State Securities Commission and the Securities Trading Center to be disclosed, the cause, and the degree of authenticity of the event.

Article 27. Information Disclosure by the Securities Trading Exchange

The Securities Trading Exchange shall be obligated to disclose the following information on its electronic information website:

1. Information on debt instrument transactions on the trading system of the Securities Trading Exchange:

a) Information on debt instruments permitted for trading, including: code, nominal term, issuance date, maturity date, interest payment type (coupon or zero coupon), nominal interest rate (if applicable);

b) Information on the latest transaction price and volume for each term in ordinary debt instrument buying and selling transactions;

c) Information on the best bid and offer volumes and corresponding values for each term in ordinary debt instrument buying and selling transactions;

d) Total market-wide transaction volume for each type of transaction: Ordinary Transactions and Resale Transactions;

đ) Information on the standard yield curve (if available);

e) Other information as required by the State Securities Commission.

2. Information on trading 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) Initial listing information;

b) Additional listing information;

c) Delisting information;

d) Listing change information;

đ) Other information.

Chapter IV

SETTLEMENT OF TRANSACTIONS

Article 28. Organizations Participating in the Debt Instrument Trading Settlement System

1. Organizations conducting debt instrument transfers on the Central Depository's account system at the Vietnam Securities Depository include:

a) Depository members performing settlement for their own debt instrument trading activities and for their clients;

b) Organizations opening direct accounts performing settlement for their own debt instrument trading activities;

c) State Treasury performing settlement for resale debt instrument trading activities;

d) Vietnam Securities Depository performing settlement for debt instrument trading activities as stipulated in this Circular and transferring debt instruments when executing derivative securities contracts settled through physical delivery.

2. Organizations directly settling funds through the inter-bank electronic payment system of the State Bank of Vietnam include:

a) State Bank of Vietnam Trading Center;

b) Member banks performing settlement, depository members being commercial banks, organizations opening direct accounts being commercial banks;

c) State Treasury.

Article 29. Methods and Principles for Organizing the Debt Instrument Trading Settlement System

1. Settlement of debt instrument purchase and sale transactions listed on the Securities Trading Exchange shall be conducted on a transaction-by-transaction basis.

2. Based on transaction data provided by the Securities Trading Exchange, the Vietnam Securities Depository will determine the payment obligations of each party involved and send payment information to the State Bank of Vietnam Trading Center.

3. Debt instrument transfers shall be carried out on the Vietnam Securities Depository system based on debt instrument transfers between the depositary accounts of organizations specified in Clause 1, Article 28 of this Circular, ensuring that on the settlement date, the seller must have sufficient debt instruments for transfer, and the buyer must have sufficient funds to settle the debt instrument transaction.

4. Direct fund settlements between organizations specified in Clause 2, Article 28 of this Circular through the State Bank of Vietnam shall be conducted via the inter-bank electronic payment system.

5. In cases where customers open depositary accounts with depository members who are not ordinary trading members, trading orders shall be executed through a securities company that is an ordinary trading member, and the transaction settlement shall be performed by the depository member.

6. Indirect settlement organizations are responsible for selecting a member bank to perform settlement for themselves and their clients.

7. The settlement time for debt instrument transactions shall be determined by the State Securities Commission in consultation with the State Bank of Vietnam. The Vietnam Securities Depository shall provide specific guidance on settlement times, procedures, and formalities in the operational guidelines.

Article 30. Payment Member Bank

1. Rights of the Payment Member Bank:

a) To be designated as the point of contact to perform the functions of a Payment Member Bank;

b) To request indirect payment organizations to comply with the payment agreements between parties and provide necessary information for the execution of debt instrument transaction payments;

c) To collect service fees according to the provisions of the law.

2. Obligations of the Payment Member Bank:

a) To make full and timely payments as stipulated for its own debt instrument transactions and those of indirect payment organizations;

b) To support funds for debt instrument transaction payments for indirect payment organizations when such organizations temporarily lack sufficient funds for payment, in accordance with the payment support agreements signed among the parties and in compliance with the law;

c) To register complete and accurate information in accordance with the guidelines of the State Bank of Vietnam and the Vietnam Securities Depository Center;

d) To connect with the Vietnam Securities Depository Center to receive information on debt instrument transaction payments;

đ) To comply with obligations under the regulations on inter-bank electronic payment system operations issued by the State Bank of Vietnam;

e) To comply with regulations on debt instrument transaction payment activities issued by the Vietnam Securities Depository Center;

g) To comply with information disclosure, reporting, and information security requirements as prescribed by law.

3. A commercial bank placed under special supervision by the State Bank of Vietnam shall not register as a Payment Member Bank with the Vietnam Securities Depository Center.

4. A Payment Member Bank that fails to fully fulfill its obligations as stipulated in Clause 2 of this Article or is placed under special supervision by the State Bank of Vietnam will be suspended from participating in debt instrument transaction payment activities for indirect payment organizations.

5. A commercial bank may re-register as a Payment Member Bank after terminating the situation specified in Clause 4 of this Article.

6. Immediately upon being placed under or terminating special supervision by the State Bank of Vietnam, the State Bank of Vietnam shall issue a letter notifying the Vietnam Securities Depository Center.

Article 31. Reconciliation, Confirmation, and Error Handling for Debt Instrument Transactions

1. After receiving the transaction results from the Vietnam Securities Depository Center, depositary members, direct account opening organizations, and the National Treasury have the responsibility to reconcile and confirm again with the Vietnam Securities Depository Center.

2. In cases where the transaction member is a securities company, the depositary member is a commercial bank, and the direct account opening organization incorrectly enters the self-trading account number into the stock exchange trading system, the Vietnam Securities Depository Center will adjust the transaction to the correct self-trading account number of the transaction member to execute the payment.

3. Except for the case provided for in Clause 2 of this Article, the Vietnam Securities Depository Center will remove erroneous transactions and not process payments for them. The transaction member is responsible for compensating any losses arising from the non-payment of the transaction to the relevant counterparties.

4. The reconciliation, confirmation, and error handling for payment transaction orders are carried out in accordance with the regulations of the State Bank of Vietnam.

Article 32. Measures to Address Temporary Insufficiency in Payment Capability for Debt Instrument Transactions

1. An indirect payment organization temporarily lacking payment capability for debt instrument transactions can borrow funds from the Payment Member Bank according to the payment support agreement signed among the parties in compliance with the law. If the payment support agreement between both parties specifies the use of securities as collateral for the loan, the Vietnam Securities Depository Center will freeze the securities at the request of the Payment Member Bank.

2. A Payment Member Bank, depositary member which is a commercial bank, and a direct account opening organization which is a commercial bank temporarily lacking payment capability for debt instrument transactions can be supported by the State Bank of Vietnam through overdraft and overnight lending operations to facilitate the execution of debt instrument transaction payments.

3. If the buyer still lacks sufficient funds to make the payment by the due date, the Vietnam Securities Depository Center will postpone the payment deadline for the transaction at the buyer's request and with the seller's approval. The postponement of the payment deadline is carried out in accordance with the provisions of Clause 4 of this Article.

4. The postponement of the payment deadline is carried out according to the following principles:

a) The maximum postponement period is two (02) working days from the payment date of the transaction lacking funds;

b) If the buyer has sufficient funds to make the payment within the period specified in Point a of this Clause, the postponed payment transaction will be processed as a regular debt instrument transaction;

c) If the buyer does not have sufficient funds to make the payment by the due date, the Vietnam Securities Depository Center will remove the transaction payment according to the provisions of Article 33 of this Circular.

5. The buyer who lacks funds for a postponed payment transaction must bear full responsibility for any losses incurred to customers and related members due to the non-payment of the transaction according to the due date. The compensation amount is agreed upon by the parties in accordance with current laws.

6. The Vietnam Securities Depository Center provides detailed guidance on measures to address temporary insufficiency in payment capability for debt instrument transactions.

Article 33. Removal of Settlement for Debt Instruments Transactions

1. The Vietnam Securities Depository shall remove settlement for debt instruments transactions in the following cases:

a) Transactions specified in Clause 3, Article 31 of this Circular;

b) Transactions temporarily lacking debt instruments and having applied support measures but still not having sufficient debt instruments for settlement;

c) Transactions lacking funds on the settlement date without requesting the Vietnam Securities Depository to apply a delayed settlement period;

d) Transactions delayed in settlement period but still not having sufficient funds for settlement after the delay period has expired;

đ) Short selling transactions of debt instruments before receiving guidance from the Ministry of Finance.

2. The Vietnam Securities Depository shall notify the Stock Exchange and related organizations immediately after implementing the removal of settlement for debt instruments transactions.

3. The party causing errors leading to the transaction being removed from settlement shall bear full responsibility for any losses incurred to customers or counterparties due to the non-settlement of the transaction. The level of compensation shall be agreed upon by the parties according to current laws.

Article 34. Reporting Obligations

1. The Vietnam Securities Depository must report to the State Securities Commission in accordance with current regulations to serve the management and supervision work of the State Securities Commission.

2. The Vietnam Securities Depository and member banks involved in settlement must report to the State Securities Commission within twenty-four (24) hours from when the debt instrument settlement system or the fund settlement system encounters issues.

3. In necessary cases, to protect investor interests, the State Securities Commission may require the Vietnam Securities Depository and member banks involved in settlement to report on their debt instrument transaction settlement activities. The Vietnam Securities Depository and member banks involved in settlement must submit reports to the State Securities Commission in accordance with the content and deadlines requested.

Article 35. Handling Violations by Depository Members and Member Banks Involved in Settlement with Insufficient Settlement Capacity

Depository members and member banks involved in settlement with insufficient settlement capacity for debt instrument transactions must apply support mechanisms or have their settlement periods delayed, and transactions that are removed from settlement will be subject to handling depending on the degree of violation. Handling violations shall be carried out in accordance with current laws. Specifically, depository members must also comply with the operational rules of the Vietnam Securities Depository.

Chapter V

IMPLEMENTATION PROVISIONS

Article 36. Transitional Provisions

Corporate bonds guaranteed by the Government listed and traded on the Government Bond Trading System at the Hanoi Stock Exchange prior to the effective date of this Circular shall continue to be listed and traded in accordance with the Government's listing and trading regulations for debt instruments until delisting.

Article 37. Implementation Provisions

1. This Circular takes effect from July 15, 2019, and replaces the following documents:

a) Circular No. 234/2012/TT-BTC dated December 28, 2012, issued by the Minister of Finance guiding the management of Government bond transactions, Government-guaranteed bond transactions, and local government bond transactions;

b) Circular No. 10/2017/TT-BTC dated February 6, 2017, issued by the Minister of Finance amending and supplementing certain articles of Circular No. 234/2012/TT-BTC dated December 28, 2012, issued by the Minister of Finance guiding the management of Government bond transactions, Government-guaranteed bond transactions, and local government bond transactions;

c) Circular No. 46/2017/TT-BTC dated May 12, 2017, issued by the Minister of Finance guiding the operation of settlement for Government bond transactions, Government-guaranteed bond transactions, and local government bond transactions.

2. Based on the provisions of this Circular, the Stock Exchange and the Vietnam Securities Depository shall issue operational rules after obtaining approval from the State Securities Commission.

3. The State Securities Commission, the Bank involved in debt instrument transactions, the Stock Exchange, the Vietnam Securities Depository, and relevant agencies, organizations, and individuals shall implement this Circular.

4. In case the legal normative documents cited in this Circular are amended, supplemented, or replaced, they shall be implemented in accordance with those amended, supplemented, or replacing documents./.

DEPUTY MINISTER
DEPUTY MINISTER
(Signed)

Huynh Quang Hai