Circular No. 30/2023/TT-BTC guides the registration, custody, exercise of rights, transfer of ownership, transaction settlement, and organization of the market for privately placed corporate bonds traded domestically.

CIRCULAR

Guidelines for registration, custody, exercise of rights, transfer of ownership, transaction settlement, and organization of the market for corporate bond issuance to specific investors within the domestic market

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

Pursuant to the Securities Law promulgated on November 26, 2019;

Pursuant to Decree No. 153/2020/NĐ-CP dated December 31, 2020 of the Government on the issuance and trading of corporate bonds to specific investors within the domestic market and the issuance of corporate bonds to international markets;

Pursuant to Decree No. 65/2022/NĐ-CP dated September 16, 2022 of the Government amending and supplementing certain articles of Decree No. 153/2020/NĐ-CP dated December 31, 2020 of the Government on the issuance and trading of corporate bonds to specific investors within the domestic market and the issuance of corporate bonds to international markets;

Pursuant to Decree No. 08/2023/NĐ-CP dated March 5, 2023 of the Government amending, supplementing, and suspending the implementation of certain articles of decrees regulating the issuance and trading of corporate bonds to specific investors within the domestic market and the issuance of corporate bonds to international markets;

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

Pursuant to Decree No. 14/2023/NĐ-CP dated April 20, 2023, issued by the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Part I. 

The Minister of Finance issues this Circular guiding the registration, custody, exercise of rights, transfer of ownership, transaction settlement, and organization of the market for corporate bonds issued to specific investors within the domestic market.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

Article 1. This Circular guides the registration, custody, exercise of rights, transfer of ownership, transaction settlement, and organization of the market for corporate bonds issued to specific investors within the domestic market (hereinafter referred to as corporate bonds issued to specific investors) issued from the date Decree No. 153/2020/NĐ-CP dated December 31, 2020 of the Government on the issuance and trading of corporate bonds to specific investors within the domestic market and the issuance of corporate bonds to international markets (hereinafter referred to as Decree No. 153/2020/NĐ-CP) comes into effect.

Article 2. The custody and trading of corporate bonds issued to specific investors that were issued before the effective date of Decree No. 153/2020/NĐ-CP and still have outstanding principal shall continue to be carried out according to the approved issuance plan.

Article 2. Applicability

1. Corporate entities issuing corporate bonds to specific investors from the date Decree No. 153/2020/NĐ-CP comes into effect.

2. Members of the Vietnam Stock Exchange, custodians, organizations opening accounts directly except those organizations opening accounts directly as stipulated at point b Clause 1 Article 165 of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing certain provisions of the Securities Law (hereinafter referred to as Decree No. 155/2020/NĐ-CP).

3. Vietnam Stock Exchange, Hanoi Stock Exchange.

4. Vietnam Securities Depository and Central Counterparty Corporation.

5. Payment bank.

6. Investors in corporate bonds issued to specific investors.

7. Other agencies, organizations, and individuals related to the activities of registration, custody, exercise of rights, transfer of ownership, trading, and transaction settlement of corporate bonds issued to specific investors.

Article 3. Explanation of Terms

1. Corporate bond trading system is the physical infrastructure, technical facilities, and technology systems organized by the Hanoi Stock Exchange to serve the trading of corporate bonds issued to specific investors.

2. Corporate bond trading settlement system is the physical infrastructure, technical facilities, and technology systems organized by the Vietnam Securities Depository and Central Counterparty Corporation and payment banks with the participation of relevant parties to serve the settlement of transactions involving corporate bonds issued to specific investors.

3. Immediate settlement per transaction is a method of settlement where the transfer of corporate bonds issued to specific investors is conducted on the system of the Vietnam Securities Depository and Central Counterparty Corporation simultaneously with the payment of money at the payment bank based on each transaction immediately when the buyer has sufficient funds and the seller has sufficient corporate bonds issued to specific investors in their account.

4. Execution price is the price per bond used to determine the amount of payment for the transaction.

5. Ordinary buy-sell transaction is a transaction on the corporate bond trading system in which one party sells transfers ownership of the bond to another party without any commitment to repurchase the bond.

Article 4. Principles for registration, custody, exercise of rights, transfer of ownership, settlement of transactions, and organization of the market for individual corporate bond trading

1. Individual corporate bonds must be registered and centrally custodied at Vietnam Securities Depository Corporation in accordance with Clause 12, Article 1, Point c, Clause 3, and Clause 5, Article 3 of Decree No. 65/2022/ND-CP dated September 16, 2022, of the Government amending and supplementing certain articles of Decree No. 153/2020/ND-CP dated December 31, 2020, of the Government on the issuance and trading of individual corporate bonds in the domestic market and the issuance of corporate bonds to international markets (hereinafter referred to as Decree No. 65/2022/ND-CP).

2. The issuing enterprise with individual corporate bonds registered at Vietnam Securities Depository Corporation shall be responsible for timely and accurately providing Vietnam Securities Depository Corporation with necessary information and documents regarding the exercise of rights as stipulated in the Securities Law and related legal provisions. The issuing enterprise, Vietnam Securities Depository Corporation, and depositary members shall be responsible for exercising rights for the owners of individual corporate bonds registered at Vietnam Securities Depository Corporation in accordance with the Securities Law and related legal provisions. The issuing enterprise, depositary members, and Vietnam Securities Depository Corporation shall be liable for damages caused to the owners of individual corporate bonds due to non-compliance with legal regulations.

3. The transfer of ownership of individual corporate bonds registered at Vietnam Securities Depository Corporation must comply with the provisions of the Enterprise Law, the Securities Law, Decree No. 153/2020/ND-CP, Decree No. 65/2022/ND-CP, Decree No. 155/2020/ND-CP, this Circular, and related legal provisions.

4. The issuing enterprise must register the trading of issued individual corporate bonds on the individual corporate bond trading system in accordance with Clause 13, Article 1 of Decree No. 65/2022/ND-CP and the provisions of this Circular.

5. Investors purchasing bonds must comply with Clause 6, Article 1 of Decree No. 65/2022/ND-CP, Clause 1, Article 3 of Decree No. 08/2023/ND-CP dated March 5, 2023, of the Government amending, supplementing, and suspending the implementation of certain articles in decrees regulating the issuance and trading of individual corporate bonds in the domestic market and the issuance of corporate bonds to international markets (hereinafter referred to as Decree No. 08/2023/ND-CP).

6. Securities companies that are trading members shall be responsible for determining the status of professional securities investors, ensuring that investors belong to the correct target group for purchasing bonds as stipulated in Clause 6, Clause 13, Article 1 of Decree No. 65/2022/ND-CP and Clause 1, Article 3 of Decree No. 08/2023/ND-CP, and signing confirmation on the investor's confirmation document before purchasing bonds according to Model V attached to Decree No. 65/2022/ND-CP prior to entering orders into the individual corporate bond trading system.

7. Depositary members shall be responsible for determining the status of professional securities investors in accordance with legal regulations, ensuring that investors belong to the correct target group as stipulated in Clause 6, Clause 13, Article 1 of Decree No. 65/2022/ND-CP and Clause 1, Article 3 of Decree No. 08/2023/ND-CP before submitting requests for ownership transfer to Vietnam Securities Depository Corporation in cases where ownership transfer does not go through the trading system of the Stock Exchange.

8. Transactions on the individual corporate bond trading system shall be settled through the individual corporate bond transaction settlement system using the real-time payment method per transaction, without applying the central counterparty mechanism.

Article 5. Supervisory Responsibilities

1. Trading members and depositary members shall supervise investors in opening accounts at members in compliance with the qualifications and responsibilities of investors when participating in trading activities, settlement of transactions, and transfer of ownership of individual corporate bonds as prescribed in Decree No. 65/2022/NĐ-CP, Decree No. 08/2023/NĐ-CP, this Circular, and other relevant laws.

2. The Securities Exchange shall supervise individual corporate bond trading on the individual corporate bond trading system as prescribed in Clause 2, Article 38 of Decree No. 153/2020/NĐ-CP and this Circular. The Vietnam Securities Exchange shall issue regulations to implement supervision of individual corporate bond trading. In case of violations in individual corporate bond trading, the Securities Exchange shall issue a document requesting the issuer and related individuals or organizations to provide explanations, additional information, or report to the State Securities Commission for examination and handling according to the level of violation.

3. The Vietnam Securities Depository and Central Counterparty Corporation shall supervise in accordance with Clause 28, Article 1 of Decree No. 65/2022/NĐ-CP regarding issuers and depositary members in compliance with this Circular and the regulations of the Vietnam Securities Depository and Central Counterparty Corporation concerning registration, depositing, exercising rights, transferring ownership, and settlement of individual corporate bond transactions. In case of violations in registration, depositing, exercising rights, transferring ownership, and settlement of individual corporate bond transactions, the Vietnam Securities Depository and Central Counterparty Corporation shall issue a document requesting related individuals or organizations to provide explanations, additional information, or report to the State Securities Commission for examination and handling according to the level of violation.

4. Based on management and supervision of securities business operations of securities companies, supervisory reports from the Securities Exchange and the Vietnam Securities Depository and Central Counterparty Corporation, and reports from representatives of bondholders, the State Securities Commission shall accept and handle violations in individual corporate bond trading as prescribed in Clause 29, Article 1 of Decree No. 65/2022/NĐ-CP.

Chapter II

REGISTRATION, DEPOSITING, EXERCISING RIGHTS,

TRANSFER OF OWNERSHIP

Article 6. Registration, Cancellation of Registration, and Management of Information on Individual Corporate Bonds

1. Issuers must register with the Vietnam Securities Depository and Central Counterparty Corporation the information on individual corporate bonds listed in Appendix I attached to this Circular, including:

a) Information about the enterprise;

b) Information about individual corporate bonds;

c) Information about holders of individual corporate bonds.

2. Issuers must adjust information with the Vietnam Securities Depository and Central Counterparty Corporation when there are changes to the registered information with the Vietnam Securities Depository and Central Counterparty Corporation.

3. The Vietnam Securities Depository and Central Counterparty Corporation shall adjust information related to the number of bonds held by investors in the following cases:

a) The issuer makes errors in updating transfer information into the Register of Bondholders already registered with the Vietnam Securities Depository and Central Counterparty Corporation for transactions that have been transferred before the record date for bond registration and have been confirmed to transfer ownership according to the law;

b) The issuer incorrectly enters the quantity of bonds held by the holder during the establishment of the Register of Bondholders;

c) The holder of the bond changes identification information or due to errors in updating the holder's identification information by the issuer, depositary member with the Vietnam Securities Depository and Central Counterparty Corporation.

4. Issuers shall be responsible for the truthfulness, accuracy, completeness, and timeliness of the information prescribed in Clause 1 and Clause 3 of this Article.

5. Individual corporate bonds shall be registered with the Vietnam Securities Depository and Central Counterparty Corporation in the form of bookkeeping entries or electronic data.

6. The Vietnam Securities Depository and Central Counterparty Corporation shall cancel the registration of individual corporate bonds in cases where the bonds are delisted according to Clause 13, Article 1 of Decree No. 65/2022/NĐ-CP.

7. The Vietnam Securities Depository and Central Counterparty Corporation shall adjust the number of registered individual corporate bonds in cases where the issuer repurchases bonds early, exchanges, converts part of the individual corporate bonds, or changes the term of the bonds but some bondholders do not agree to the change, leading the issuer to pay the principal and interest of the bonds to these bondholders according to the issuance plan announced as prescribed in Article 2 of Decree No. 08/2023/NĐ-CP.

8. Activities of registration, cancellation of registration, and adjustment of the number of registered individual corporate bonds at the Vietnam Securities Depository and Central Counterparty Corporation shall be carried out in accordance with Clause 12, Article 1 of Decree No. 65/2022/NĐ-CP, this Circular, relevant provisions in Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on securities registration, depositing, netting, and settlement (hereinafter referred to as Circular No. 119/2020/TT-BTC), and the Regulations on Registration, Deposit, and Settlement of Individual Corporate Bonds of the Vietnam Securities Depository and Central Counterparty Corporation.

Article 7. Registration of individual corporate bonds

1. Investors shall open a registration account with a registrar to register individual corporate bonds at Vietnam Securities Depository and Central Depository Corporation in accordance with Articles 13, 14, 17, and 18 of Circular No. 119/2020/TT-BTC. In case investors already have a securities registration account with a registrar, they shall register information with the registrar to use this account for registering individual corporate bonds.

2. Registrars and organizations directly opening accounts shall open a registration account at Vietnam Securities Depository and Central Depository Corporation in accordance with Articles 14 and 15 of Circular No. 119/2020/TT-BTC.

3. In cases where investors wish to trade on the individual corporate bond trading system, registrars must register with Vietnam Securities Depository and Central Depository Corporation the investor's registration account information updated in accordance with Circular No. 119/2020/TT-BTC and additional information as stipulated in Appendix II attached hereto. The registrar shall be responsible for the truthfulness, accuracy, completeness, and timeliness of the information when registering and providing it to Vietnam Securities Depository and Central Depository Corporation. Vietnam Securities Depository and Central Depository Corporation has the right to refuse to register account information if the registrar fails to provide sufficient information about the investor as required. Every day, Vietnam Securities Depository and Central Depository Corporation will prepare and send a list of investor accounts registered for trading individual corporate bonds to the Hanoi Stock Exchange after the registrar and organizations directly opening accounts complete the registration and cancellation of registration account information at Vietnam Securities Depository and Central Depository Corporation so that investors can conduct individual bond transactions on the next trading day.

4. The registration of account information and the refusal to register account information for individual corporate bonds at Vietnam Securities Depository and Central Depository Corporation shall be carried out in accordance with the regulations on registration, custody, and settlement of individual corporate bonds of Vietnam Securities Depository and Central Depository Corporation.

5. Deposit, withdrawal, transfer, freeze, and unfreeze of individual corporate bonds at Vietnam Securities Depository and Central Depository Corporation shall be implemented in accordance with Clause 12, Article 1 of Decree No. 65/2022/NĐ-CP, Chapter III of Circular No. 119/2020/TT-BTC, and the regulations on registration, custody, and settlement of individual corporate bonds of Vietnam Securities Depository and Central Depository Corporation.

Article 8. Exercise of rights by holders of individual corporate bonds

1. Cases of exercising rights over individual corporate bonds include:

a) Soliciting opinions from bondholders;

b) Repaying principal and interest on bonds;

c) Converting convertible bonds;

d) Exchanging bonds;

d) Redeeming bonds before maturity;

e) Other rights as prescribed by law.

2. In cases where the issuing enterprise repays principal and interest on bonds due to bondholders using other assets as prescribed in Article 1 of Decree No. 08/2023/NĐ-CP:

a) For assets used for repayment that are securities registered with Vietnam Securities Depository and Central Depository Corporation, the transfer of ownership of such securities shall be carried out in accordance with Circular No. 119/2020/TT-BTC;

b) For assets used for repayment that are not securities registered with Vietnam Securities Depository and Central Depository Corporation, the repayment shall be carried out at the issuing enterprise. The issuing enterprise shall bear full responsibility for repaying bondholders in accordance with the provisions of the law.

3. In cases where the issuing enterprise changes the terms and conditions of the bonds or repays principal and interest on bonds due to bondholders using other assets as prescribed in Articles 1 and 2 of Decree No. 08/2023/NĐ-CP, leading to the inability to repay principal and interest on bonds in cash to all bondholders according to the previously registered terms and conditions of the bonds with Vietnam Securities Depository and Central Depository Corporation, the issuing enterprise shall carry out such repayment to all bondholders itself. The issuing enterprise shall bear full responsibility for repaying bondholders in accordance with the provisions of the law.

4. The issuing enterprise must notify Vietnam Securities Depository and Central Depository Corporation about the use of other assets to repay principal and interest on bonds to bondholders and the change in the terms and conditions of the bonds as stipulated in Clauses 2 and 3 of this Article at least five working days before the repayment date of principal and interest on bonds and shall bear full responsibility in case of failure to notify or late notification to Vietnam Securities Depository and Central Depository Corporation.

5. The exercise of rights by holders of individual corporate bonds registered with Vietnam Securities Depository and Central Depository Corporation shall be carried out in accordance with this Circular, Articles 8, 9, and 10 of Circular No. 119/2020/TT-BTC, and the regulations on registration, custody, and settlement of individual corporate bonds of Vietnam Securities Depository and Central Depository Corporation.

Article 9. Transfer of Ownership Rights of Individual Corporate Bonds

1. The Vietnam Securities Depository and Central Depository Corporation shall carry out the transfer of ownership rights of individual corporate bonds for cases as prescribed in point a, Clause 4, Article 15 of Decree No. 153/2020/ND-CP amended and supplemented at Clause 12, Article 1 of Decree No. 65/2022/ND-CP and Clause 2 of this Article.

2. The Vietnam Securities Depository and Central Depository Corporation shall carry out the transfer of ownership rights of individual corporate bonds registered with the Vietnam Securities Depository and Central Depository Corporation that are not conducted through the individual corporate bond trading system for the following cases:

a) Gift or inheritance of individual corporate bonds in accordance with the Civil Code;

b) Splitting, dividing, merging, consolidating enterprises; restructuring public service units; dissolving enterprises, dissolving business households in accordance with the Law on Enterprises and other relevant laws;

c) Transfer of ownership rights pursuant to court judgments, decisions, arbitration decisions, or enforcement agency decisions;

d) Transfer of ownership rights due to the disposal of collateral assets being individual corporate bonds registered with the Vietnam Securities Depository and Central Depository Corporation and subject to freezing as prescribed in point c, Clause 1, Article 23 of Circular 119/2020/TT-BTC;

d) Transfer of ownership rights of individual corporate bonds due to the division of joint marital property during the marriage period in accordance with the Law on Marriage and Family;

e) Transfer of ownership rights of individual corporate bonds when implementing splitting, dividing, merging, consolidating investment funds; establishing, increasing the charter capital of individual securities investment companies; increasing or decreasing the charter capital of member funds; funds paying with individual corporate bonds in open fund repurchase activities;

g) Transfer of ownership rights of individual corporate bonds arising from the issuer enterprise's implementation in accordance with Article 1 of Decree No. 08/2023/NĐ-CP.

3. The party transferring ownership rights of individual corporate bonds must deposit the individual corporate bonds before carrying out the transfer of ownership rights for cases stipulated in Clause 2 of this Article, except for the following cases:

a) The party transferring ownership rights is missing, deceased, or settled abroad and cannot be contacted;

b) Transfer of ownership rights pursuant to court judgments, decisions, arbitration decisions, or enforcement agency decisions;

c) Transfer of ownership rights due to splitting, dividing, merging, consolidating enterprises, restructuring public service units, dissolving enterprises, business households where the party transferring ownership rights no longer exists due to completion of procedures for splitting, dividing, merging, consolidating enterprises, restructuring public service units, dissolving enterprises, dissolving business households.

4. When carrying out the transfer of ownership rights of bonds, the parties involved must comply with the provisions of Clause 4, Article 129 of the Enterprise Law, point c, Clause 1 and point c, Clause 2, Article 31 of the Securities Law, Clause 13, Article 1 of Decree No. 65/2022/ND-CP, relevant laws, and the Rules on Registration, Deposit, and Settlement of Individual Corporate Bonds of the Vietnam Securities Depository and Central Depository Corporation.

Chapter III

MARKET ORGANIZATION

Article 10. Registration of transactions, cancellation of registration of individual corporate bond transactions

1. The dossier, procedures, and formalities for registering transactions of corporate bonds on the system for individual corporate bond transactions shall be implemented in accordance with Clause 3, Article 16 of Decree No. 153/2020/ND-CP, amended and supplemented by Clause 13, Article 1 of Decree No. 65/2022/ND-CP.

2. A business entity formed after merger, consolidation, or change in the Business Registration Certificate must submit a dossier to amend the information of the organization registered for corporate bond transactions with the Hanoi Stock Exchange within ten days from receiving the new Business Registration Certificate. When there is a change in the conditions or terms of the corporate bonds as stipulated in Article 2 of Decree No. 08/2023/ND-CP, the issuing enterprise must amend the information with the Hanoi Stock Exchange according to the Trading Rules for Individual Corporate Bonds of the Vietnam Stock Exchange.

3. The Hanoi Stock Exchange shall adjust the quantity of registered corporate bond transactions in cases where the issuing enterprise repurchases before maturity, exchanges, converts part of the individual corporate bonds, or changes the term of the corporate bonds but in cases where the bondholders do not agree to the change in the term of the bonds, leading the issuing enterprise to settle the principal and interest of the bonds for these bondholders according to the issuance plan published as stipulated in Article 2 of Decree No. 08/2023/ND-CP.

4. Activities related to registration of transactions, cancellation of registration, and adjustment of the quantity of registered transactions of individual corporate bonds shall be carried out in accordance with the provisions of Clause 13, Article 1 of Decree No. 65/2022/ND-CP, the provisions of this Circular, and the Trading Rules for Individual Corporate Bonds of the Vietnam Stock Exchange.

Article 11. Members of the individual corporate bond trading system

1. Members of the individual corporate bond trading system include trading members and special trading members approved by the Vietnam Stock Exchange in accordance with securities laws.

a) Trading members are securities companies that can buy and sell individual corporate bonds for clients and themselves. The conditions, dossiers, procedures, and formalities for registering members, canceling member status, and suspending activities of individual corporate bond trading members are implemented in accordance with the regulations for trading members under Decree No. 155/2020/ND-CP;

b) Special trading members can only buy and sell individual corporate bonds for themselves. The conditions, dossiers, procedures, and formalities for registering members, canceling member status, and suspending activities of special trading members are implemented in accordance with the regulations for special trading members participating in government debt instrument trading under Decree No. 155/2020/ND-CP.

2. Members of the individual corporate bond trading system of the Vietnam Stock Exchange are responsible for:

a) Adhering strictly to the provisions of Clause 6, Article 4 of this Circular before entering orders into the individual corporate bond trading system;

b) Ensuring they and their clients (in the case of trading members) have sufficient funds and bonds before conducting transactions, while verifying the legality and validity of transaction orders in accordance with the law;

c) Ensuring the accuracy and completeness of transaction information on the individual corporate bond trading system;

d) Storing and securing client accounts and transaction records in accordance with the law;

d) Providing information related to their own accounts and client accounts upon request of competent authorities;

e) Implementing regular reports, abnormal reports, and reports as required under Clause 3 of this Article and the Trading Member Rules of the Vietnam Stock Exchange.

3. Reports of individual corporate bond trading members:

a) Individual corporate bond trading members must submit periodic reports monthly, quarterly, semi-annually, and annually to the Vietnam Stock Exchange;

b) Individual corporate bond trading members must submit written extraordinary reports to the Vietnam Stock Exchange and the Hanoi Stock Exchange within twenty-four hours from when they discover that a transaction constitutes one of the prohibited acts in securities activities and the securities market as stipulated in Article 12 of the Securities Law and other cases as prescribed by law;

c) In necessary cases, to protect investors' interests, the State Securities Commission, the Vietnam Stock Exchange, and the Hanoi Stock Exchange may require individual corporate bond trading members to report information about individual corporate bonds. Individual corporate bond trading members are responsible for reporting fully, accurately, and promptly in accordance with the content, deadlines, and formats requested by the State Securities Commission, the Vietnam Stock Exchange, and the Hanoi Stock Exchange.

Article 12. Corporate bond individual transactions

1. Investors must open trading accounts with trading members to conduct corporate bond individual transactions. Prior to purchasing bonds, investors must sign confirmation documents as prescribed in Clause 6, Article 1 of Decree No. 65/2022/NĐ-CP and Clause 1, Article 3 of Decree No. 08/2023/NĐ-CP.

2. In cases where investors already have securities trading accounts opened at trading members, investors are permitted to use these securities trading accounts to conduct corporate bond individual transactions. Where investors open corporate bond individual deposit accounts at banks and corporate bond individual trading accounts at securities companies, investors may place orders to purchase corporate bonds, and securities companies may execute such orders when the bank depositary confirms its acceptance of the investor's payment request for the corporate bond individual transaction.

3. Trading members must standardize and publicly announce the methods of receiving and processing customer transactions at their headquarters, branches, and trading offices. The results of executed transactions must be immediately communicated to customers following the agreed-upon method. Trading members must provide monthly statements of account balances and bonds, or upon customer request.

4. Trading members must prioritize executing customer orders before conducting proprietary trading, at the best possible execution price. The best possible execution price is either the requested price by the customer or a better price than the requested price.

5. After a corporate bond individual transaction is established and completed, the Hanoi Stock Exchange has the responsibility to provide transaction result information to the Vietnam Securities Depository Corporation for the settlement of corporate bond individual transactions.

Article 13. Organization of corporate bond individual transactions

1. The type of corporate bond individual transaction is a regular buy-sell transaction.

2. The Hanoi Stock Exchange applies negotiated trading methods on the corporate bond individual trading system. Negotiated trading methods on the corporate bond individual trading system are conducted based on the principle that participating parties negotiate and agree on transaction terms independently. A negotiated trade is established when the buyer or seller enters a trading order into the corporate bond individual trading system and the counterparty confirms the trade order.

3. Negotiated trading methods include:

a) Electronic negotiation is a form of trading where trading members enter firm bid or offer orders into the system or select matching orders already entered into the system to execute the trade;

b) Regular negotiation is a form of trading where the buyer and seller independently negotiate pre-trade conditions and report the results to the corporate bond individual trading system to establish the trade.

4. Corporate bond individual trading activities at the Hanoi Stock Exchange are carried out in accordance with the Corporate Bond Individual Trading Rules of the Vietnam Stock Exchange.

Article 14. Disclosure of information on individual corporate bond trading activities at the Stock Exchange

The Stock Exchange shall be responsible for disclosing the following information regarding individual corporate bond trading:

1. Information on individual corporate bond trading transactions on the individual corporate bond trading system, including information on registered corporate bond codes, total trading volume across the market, and total trading value across the market.

2. Information on new trading registrations, cancellation of trading registrations, changes to trading registration information as prescribed in Clause 2 of Article 10 of this Circular, suspension of trading, and adjustment of trading registration quantities.

3. Information on members engaging in individual corporate bond trading.

Chapter IV

SETTLEMENT OF TRANSACTIONS

Article 15. Organizations participating in the settlement system for individual corporate bond trading

1. Organizations conducting transfers of individual corporate bonds on the centralized securities depository account system at Vietnam Securities Depository and Central Depository Corporation include:

a) Depository members who settle transactions for their own individual corporate bond trading and for clients of the depository member;

b) Organizations opening direct accounts that settle transactions for their own individual corporate bond trading.

2. The payment bank that settles transaction funds for individual corporate bond trading is a commercial bank selected by the State Securities Commission in accordance with Article 69 of the Securities Law and Articles 167 and 168 of Decree No. 155/2020/NĐ-CP. Payment settlement is conducted through the payment bank's deposit accounts based on the payment obligations determined and authorized by Vietnam Securities Depository and Central Depository Corporation and the depository member or direct account-opening organization for the settlement of individual corporate bond trading transactions.

3. Depository members and direct account-opening organizations participating in the settlement system for individual corporate bond trading must meet Vietnam Securities Depository and Central Depository Corporation’s requirements for system connectivity and operational procedures to perform individual corporate bond trading settlement functions.

4. Depository members and direct account-opening organizations must connect systems to ensure compliance with procedures for depositing, withdrawing, transferring, and reconciling payment balances from the payment bank to settle individual corporate bond trading transactions.

5. The payment bank is responsible for compensating Vietnam Securities Depository and Central Depository Corporation, depository members, and direct account-opening organizations for costs and losses arising from non-compliance with regulations on settling individual corporate bond trading transaction funds due to the payment bank's fault.

6. Depository members, direct account-opening organizations, and the payment bank must comply with reporting requirements stipulated in Articles 41, 42, and 43 of Circular No. 119/2020/TT-BTC and other relevant laws.

Article 16. Settlement of individual corporate bond transactions

1. Depository members and direct account-opening organizations must open deposit accounts in the name of the depository member or direct account-opening organization at the settlement bank to settle individual corporate bond transactions for proprietary trading, domestic brokerage, and foreign brokerage activities. The settlement bank is responsible for managing detailed information on the balance of settlement deposit accounts for investors who have opened deposit accounts with depository members, based on information provided by the depository members, to ensure accurate settlement of each investor's transactions.

2. In cases where customers open deposit accounts with depository members that are not trading members, trading orders are executed through trading members and transaction settlements are conducted through depository members.

3. Based on the transaction results provided by the Hanoi Stock Exchange in accordance with Clause 5, Article 12 of this Circular, the Vietnam Securities Depository and Central Depository Corporation shall verify the validity of the transactions, freeze the quantity of bonds sold, and notify the valid transaction results to depository members and direct account-opening organizations for confirmation. Upon confirmation from depository members and direct account-opening organizations, the Vietnam Securities Depository and Central Depository Corporation will determine the payment obligations for money and individual corporate bonds and provide payment obligation information to relevant parties and the settlement bank.

4. The Vietnam Securities Depository and Central Depository Corporation shall settle individual corporate bond transactions on a real-time basis per transaction within the same day of the transaction.

5. Payment for individual corporate bond transactions shall be carried out at the settlement bank based on the payment obligations announced by the Vietnam Securities Depository and Central Depository Corporation.

6. The transfer of individual corporate bond payments shall be conducted through the system of the Vietnam Securities Depository and Central Depository Corporation according to the principle of transferring individual corporate bonds between investor accounts at depository members and direct account-opening organizations simultaneously with the payment at the settlement bank.

7. The depository member where the investor opens an account is responsible for allocating funds and individual corporate bonds to the investor's account immediately after the Vietnam Securities Depository and Central Depository Corporation completes the transfer of individual corporate bond payments and the settlement bank completes the transaction payment, and shall report the allocation results to the Vietnam Securities Depository and Central Depository Corporation within the time limit stipulated in the Registration, Deposit, and Settlement Regulations for Individual Corporate Bonds of the Vietnam Securities Depository and Central Depository Corporation.

8. The Vietnam Securities Depository and Central Depository Corporation shall provide specific guidance on settlement procedures on the individual corporate bond transaction settlement system in the Registration, Deposit, and Settlement Regulations for Individual Corporate Bonds of the Vietnam Securities Depository and Central Depository Corporation.

Article 17. Matching and Confirming Corporate Bond Transactions

1. After receiving the transaction results from the Hanoi Stock Exchange, the Vietnam Securities Depository and Central Depository Corporation shall check and exclude payment for transactions that are not valid in the following cases:

a) Transactions of depositary members, organizations opening direct accounts, or customers of depositary members conducted after the Vietnam Securities Depository and Central Depository Corporation has notified the Hanoi Stock Exchange about suspending corporate bond settlement activities for direct account-opening organizations or those depositary members;

b) Transactions carried out with corporate bond codes that have not been registered on the system of the Vietnam Securities Depository and Central Depository Corporation;

c) Transactions with invalid account numbers due to non-existent depositary member registration numbers, direct account-opening organization numbers, or transaction account type characters; having transaction dates different from working days on the system of the Vietnam Securities Depository and Central Depository Corporation;

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

đ) Transactions with a combination of four pieces of information - market code, trading board code, security code, order confirmation number - matching with previously received transactions;

2. The Vietnam Securities Depository and Central Depository Corporation shall be responsible for notifying the list of valid transactions to depositary members and direct account-opening organizations for matching and confirmation.

3. Depositary members and direct account-opening organizations shall be responsible for matching transaction details with the list of valid transactions and reconfirming them to the Vietnam Securities Depository and Central Depository Corporation according to the regulations on registration, deposit, and settlement of corporate bonds of the Vietnam Securities Depository and Central Depository Corporation.

Article 18. Handling Errors After Corporate Bond Transactions

1. In the case where a trading member or special trading member enters their own incorrect account number into the corporate bond trading system, the Vietnam Securities Depository and Central Depository Corporation will adjust the account number back to the correct proprietary trading account number of the trading member or the account number of the special trading member to execute the transaction.

2. Except for the case stipulated in Clause 1 of this Article, the Vietnam Securities Depository and Central Depository Corporation will remove the erroneous transaction payments of trading members, depositary members, and direct account-opening organizations.

3. The Vietnam Securities Depository and Central Depository Corporation shall be responsible for reporting to the Hanoi Stock Exchange post-transaction error transactions.

4. Post-transaction error handling shall be carried out in accordance with the regulations on registration, deposit, and settlement of corporate bonds of the Vietnam Securities Depository and Central Depository Corporation.

Article 19. Handling Cases of Loss of Ability to Pay for Corporate Bond Transactions

1. Banks shall provide loans to depositary members and direct account-opening organizations to pay for corporate bond transactions when these members temporarily lose the ability to pay for such transactions based on mutual support payment agreements between the parties in compliance with laws governing credit institutions and other relevant laws.

2. If the mutual support payment agreement specifies the use of securities deposited at the Vietnam Securities Depository and Central Depository Corporation as collateral for the loan, the Vietnam Securities Depository and Central Depository Corporation will freeze the securities upon request of the paying bank.

3. If, by the payment deadline, depositary members and direct account-opening organizations do not have sufficient funds to make payment, the Vietnam Securities Depository and Central Depository Corporation will remove the transaction payment.

4. Handling of transactions losing the ability to pay, collateral processing mechanisms, time, and procedures for handling transactions losing the ability to pay shall be carried out in accordance with the regulations on registration, deposit, and settlement of corporate bonds of the Vietnam Securities Depository and Central Depository Corporation.

Article 20. Removal of individual corporate bond transactions settlement

1. The Vietnam Securities Depository and Central Counterparty Corporation shall remove the settlement of individual corporate bond transactions in the following cases:

a) Transactions specified in Clause 1 of Article 17, Clause 2 of Article 18, and Clause 3 of Article 19 of this Circular;

b) Investor account information has not been registered with the Vietnam Securities Depository and Central Counterparty Corporation by the member depository before the time the Vietnam Securities Depository and Central Counterparty Corporation receives transaction results from the Hanoi Stock Exchange;

c) Transactions lacking sufficient securities for settlement;

d) Transactions violating laws and other cases determined by the competent authority prior to the completion of settlement by the Vietnam Securities Depository and Central Counterparty Corporation.

2. The Vietnam Securities Depository and Central Counterparty Corporation shall notify the Hanoi Stock Exchange and related organizations after removing the settlement of individual corporate bond transactions.

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

4. The removal of settlement of individual corporate bond transactions shall be carried out in accordance with the regulations on registration, deposit, and settlement of individual corporate bond transactions of the Vietnam Securities Depository and Central Counterparty Corporation.

Chapter V

IMPLEMENTING PROVISIONS

Article 21. Implementation clause

1. This Circular takes effect from July 1, 2023.

2. Based on the provisions of this Circular, the Vietnam Stock Exchange and the Vietnam Securities Depository and Central Counterparty Corporation shall issue detailed guidelines for relevant business activities.

3. Prior to the official operation of the Vietnam Securities Depository and Central Counterparty Corporation, the registration, deposit, exercise of rights, settlement, and transfer of ownership of individual corporate bonds shall be conducted by the Vietnam Securities Depository Center.

4. In case the legal normative documents cited in this Circular are amended, supplemented, or replaced by new legal normative documents, the new documents shall apply.

5. The Department of Banking Finance and Financial Organizations under the Ministry of Finance, related units under the Ministry of Finance, the State Securities Commission, the Vietnam Stock Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Central Counterparty Corporation, members of the Vietnam Stock Exchange, members of the Vietnam Securities Depository and Central Counterparty Corporation, payment banks, and other related agencies, organizations, and individuals shall be responsible for implementing this Circular./.

Appendix I
INDIVIDUAL CORPORATE BOND INFORMATION

Minister of Finance)

1. Information about the enterprise

Full name

Trading name/trading abbreviation/English name

Main office address, phone number, fax

Email address for receiving electronic invoices

Registered capital/contributed capital

Decision on establishment/Business Registration Certificate or equivalent documents

Tax code

Information about the type of enterprise

+ Public company (listed/quoted trading)

+ Private limited company

+ Limited liability company

Information about the field of operation

+ Credit

+ Securities trading

+ Real estate

+ Construction

+ Production

+ Trade, services

+ Insurance

+ Investment fund

+ Energy

+ Other fields

Legal representative

Contact person.

2. Information about individual corporate bonds

Total quantity and value of issued individual corporate bonds

Total quantity and value of issued individual corporate bonds by type (freely tradable bonds, conditionally tradable bonds, secured bonds, warrant attached bonds, convertible bonds, etc.)

Quantity of individual corporate bonds held by foreign investors.

Conditions and terms of the bonds:

+ Bond term

+ Issuance and payment currency of the bond

+ Face value of the bond

+ Form of the bond

+ Nominal interest rate of the bond

+ Type of bond

+ Interest payment method, bond redemption

3. Information about bondholders

3.1. List of bondholders

3.2. Individual bondholders

Surname, name

Identification information as stipulated in Section 3.4 of this Appendix

Contact address

Email address

Telephone

Nationality

Professional/institutional investor information

Ownership type (domestic, foreign)

Quantity and type of individual corporate bonds owned

Deposit account for individual corporate bonds if the bondholder wishes to register and deposit bonds simultaneously.

3.3. Organizational bondholders

Organization name

Identification information as stipulated in Section 3.4 of this Appendix

Contact address

Email address

Telephone

Ownership type (domestic, foreign)

Investor information categorized by enterprise type:

+ Public company

+ Private limited company

+ Limited liability company

+ State-owned enterprise

+ Private enterprise

+ Partnership

Investor information categorized by field of operation

+ Credit

+ Securities trading

+ Real estate

+ Construction

+ Production

+ Trade, services

+ Insurance

+ Investment fund

+ Energy

+ Other fields

Professional/institutional investor information

Quantity and type of individual corporate bonds owned

Deposit account for individual corporate bonds if the bondholder wishes to register and deposit bonds simultaneously.

(As individual corporate bondholders may own multiple securities and have multiple accounts at different depository members, the information about individual corporate bondholders includes investor information categorized by enterprise type, field of operation, contact address, email address, telephone number, and the Vietnam Securities Depository and Central Counterparty Corporation will monitor and manage this information based on the latest updates from the issuing enterprise/depository member).

3.4. Identification information for organizations and individuals holding individual corporate bonds:

The identification information of the individual or entity holding single corporate bonds includes valid identification documents issued by competent authorities in Vietnam or abroad for such individuals or entities holding single corporate bonds, recorded by the Vietnam Securities Depository and Central Counterparty Corporation to monitor, identify, and manage the information of bond holders on its system, specifically:

For domestic individuals: Identity card number/Citizen identification card number and date of issuance;

For domestic organizations: Registration certificate number/Business registration certificate number or equivalent document and date of issuance;

For organizations that are members of the Vietnam Securities Depository and Central Counterparty Corporation: Securities depository membership certificate number issued by the Vietnam Securities Depository and Central Counterparty Corporation and date of issuance;

For foreign individuals/organizations: Trading code and date of issuance;

Other documents with equivalent value as prescribed by law.

Seal Registration Certificate
ADDITIONAL INFORMATION WHEN REGISTERING INVESTOR ACCOUNTS FOR PARTICIPATION IN SINGLE CORPORATE BOND TRADING

(Annexed to Circular No. 30/2023/TT-BTC dated May 17, 2023 of the Minister of Finance)

1. Investor information categorized by type of business entity (for organizational investors):

Public company

Private limited company

Limited liability company

State-owned enterprise

Private enterprise

Partnership

2. Investor information categorized by field of operation (for organizational investors):

Credit

Securities trading

Real estate

of Construction

Manufacturing

Trade, services

Insurance

Investment fund

Energy

Other fields

3. Professional investor status according to the law, including the date of determination of professional investor status and expiration date.