Consolidated Document number 42/VBHN-BTC stipulates the level of collection, the system of collection, submission, management, and use of fees for the exploitation and utilization of surveying and mapping information and data.

SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness _________________

 

CIRCULAR [1]

Provisions on the activities of securities companies

 

Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance, stipulating the activities of securities companies, which took effect from February 15, 2021, has been amended and supplemented by:

Circular No. 68/2024/TT-BTC dated September 18, 2024, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars regulating securities transactions on the securities trading system; securities settlement and payment; activities of securities companies and information disclosure in the securities market, which took effect from November 2, 2024.

Pursuant to the Securities Law No. 54/2019/QH14 dated November 26, 2019;

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

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. 87/2017/NĐ-CP dated July 26, 2017, issued by 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;

The Minister of Finance issues this Circular stipulating the activities of securities companies.[2]

PART I

GENERAL PROVISIONS

 

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

This Circular stipulates the activities of securities companies in Vietnam including:

a) Management and operation of securities companies;

b) Business operations of securities companies;

c) Financial regulations applicable to securities companies;

d) Reporting requirements.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

Securities company;

b) Organizations and individuals related to the activities of securities companies.

Article 2. Explanation of terms

In this Circular, the following terms are understood as follows:

1. Securities company is a business entity licensed by the State Securities Commission to carry out one or several business activities as prescribed in Clause 1, Article 72, and Clauses 1, 2, 3, 4, 5, Article 86 of the Securities Law.

2. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. is a dossier containing all required documents as stipulated in this Circular, with complete content declared in accordance with the law.

3. Working Capital is the difference between current assets and current liabilities at the same point in time when calculated.

4. Lending is a form under which a securities company delivers or commits to deliver a sum of money, asset, or security to the recipient or user for a specified period according to an agreement, with the principle of repayment of principal and possible interest.

5. Reorganization of securities companies involves splitting, dividing, merging, consolidating, or converting the type of business entity and can only be carried out among securities companies.

Chapter II

MANAGEMENT AND OPERATION OF SECURITIES COMPANIES

 

Article 3. Principles of management and operation of securities companies

1. Securities companies must comply with the provisions of the Securities Law, the Enterprise Law, the Company Charter, and other relevant laws regarding corporate governance.

2. Securities companies must clearly define responsibilities among the General Meeting of Shareholders, Board of Members, Owner, Board of Directors, Supervisory Board, and Management Board in accordance with the Securities Law, the Enterprise Law, and other relevant laws.

3. Securities companies must establish communication systems with shareholders and members to ensure full information provision and fair treatment among shareholders and members, ensuring the legitimate rights and interests of shareholders and members.

4. Securities companies must establish internal control systems, risk management, and monitoring mechanisms to prevent conflicts of interest within the company and in transactions with related parties.

5. Securities companies must ensure that employees working in business units hold appropriate securities practice certificates in accordance with the provisions of securities laws and the securities market.

Article 4. Principles of business operations of securities companies

When conducting business operations, securities companies must ensure the following principles:

1. Must establish operational procedures for each business activity.

2. Must establish ethical rules for professional conduct.

3. Securities companies and their employees shall not engage in investment on behalf of clients except in cases of entrusted management of individual investors' trading accounts as stipulated at Article 19 of this Circular.

4. Shall be honest with clients and shall not infringe upon clients' assets, rights, or other lawful interests. Shall manage clients' assets separately from the company's assets.

5. Shall enter into contracts with clients when providing services to them; provide full and truthful information to clients.

6. Except where otherwise provided by law, securities companies shall not directly or indirectly engage in the following acts when providing services to clients:

a) Decide on securities investments on behalf of clients;

b) Agree with clients to share profits or losses;

c) Advertise or declare that the content, effectiveness, or methods of securities analysis are superior to those of other securities companies;

d) Provide false information to entice or solicit clients to buy or sell certain types of securities;

đ) Provide misleading, fraudulent, or deceptive information to clients;

e) Other acts contrary to legal provisions.

7. Shall implement accounting, auditing, statistical, and financial obligations as prescribed by law.

8. Shall promptly and accurately disclose and report information as required by law.

9. Shall establish information technology systems and backup databases to ensure safe and continuous operations.

10. Shall monitor securities transactions in accordance with regulations set forth by the Minister of Finance.

11. Securities companies must establish a dedicated department responsible for communication with clients and resolving client inquiries and complaints.

12. Shall fulfill other obligations as prescribed by securities laws and related laws.

Article 5. Articles of Association of Securities Companies

When drafting the Articles of Association, securities companies, in addition to complying with the provisions of this Circular, must adhere to the following principles:

1. The Articles of Association of securities companies shall not contravene the provisions of the Securities Law and the Enterprise Law.

2. Securities companies that are public companies shall base their Articles of Association on the provisions of the Securities Law, the Enterprise Law, and this Circular. They must refer to the model Articles of Association applicable to public companies under corporate governance laws for public companies when drafting their Articles of Association.

3. Securities companies that are non-public joint-stock companies or limited liability companies must comply with the provisions of the Securities Law and the Enterprise Law when drafting their Articles of Association.

4. When drafting the Articles of Association, securities companies must refer to Clause 2 and 3 of this Article. Additionally, they must specify the following contents in the Articles of Association:

a) Business network;

b) Scope of business activities;

c) Operating principles;

d) Information about the license for establishment and securities business operation;

đ) Board of Directors/Board of Members, qualifications of Board of Directors/Board of Members members;

e) General Management Board (Management Board), qualifications of General Management Board (Management Board) members; Internal Audit Board, qualifications of Internal Audit Board members;

g) Audit Committee, qualifications of Audit Committee members;

h) Conflict of interest prevention;

i) Reorganization of securities companies: division, separation, merger, consolidation, or conversion of the type of securities company.

5. Securities companies must post the entire Articles of Association on their official electronic information website.

Article 6. Shareholders, Members

1. Shareholders, members contributing capital to securities companies must ensure compliance with the provisions set out in Point c and d, Clause 2, Article 74 of the Securities Law.

2. Shareholders, members holding 10% or more of the charter capital of a securities company shall not take advantage of their position to harm the rights and interests of the company and other shareholders, members.

3. Shareholders, members holding 10% or more of the charter capital of a securities company must fully notify the securities company within 24 hours from receiving information in the following cases:

a) The number of shares or contributed capital being frozen, pledged, or subject to court decisions;

b) A shareholder, member that is an organization decides to change its name, split, divide, dissolve, or declare bankruptcy.

4. The securities company must report to the State Securities Commission on the cases stipulated in Clause 3 of this Article within five days from the date of receiving notification from shareholders, members.

Article 7. General Meeting of Shareholders, Board of Directors, Sole Proprietor of the Company

1. The securities company must establish internal procedures for the formalities and sequence of convening and voting at the General Meeting of Shareholders, Board of Directors, and such procedures must be approved by the General Meeting of Shareholders, Board of Directors.

2. A publicly traded securities company must organize an annual General Meeting of Shareholders within four months from the end of the fiscal year. In case it cannot be organized within the aforementioned period, the securities company must report in writing to the State Securities Commission, stating the reasons and must organize the annual General Meeting of Shareholders within the next two months.

3. A publicly traded securities company must disclose information about the decisions of the General Meeting of Shareholders according to the laws on securities and the securities market regarding information disclosure.

4. The securities company must report the results of the General Meeting of Shareholders, Board of Directors, Sole Proprietor along with resolutions and related documents to the State Securities Commission within five working days from the end of the General Meeting of Shareholders, Board of Directors, Sole Proprietor.

5. The General Meeting of Shareholders, Board of Directors, Sole Proprietor of the securities company must approve the auditing organization to conduct financial statement audits and financial safety ratio reports. Within the same fiscal year, the securities company shall not change the approved auditing organization, except in cases where the parent company changes the approved auditing organization or the approved auditing organization is suspended or has its approval revoked.

Article 8. Board of Management, Board of Directors

1. Members of the Board of Management, Board of Directors of a securities company shall not concurrently serve as members of the Board of Management, Board of Directors, General Director (Director) of another securities company.

2. Functions, duties, and the contents of authorization for the Board of Management, Board of Directors, Chairman of the Company, each member of the Board of Management, each member of the Board of Directors must be specified in the Company Charter.

3. The Board of Management, Board of Directors must establish internal procedures for the formalities and sequence of convening and voting at the Board of Management, Board of Directors meetings.

4. The Board of Management, Board of Directors must establish departments or appoint individuals to perform risk management tasks as prescribed in Article 11 of this Circular and internal control tasks as prescribed in Article 12. This Circular.

Article 9. Supervisory Board, Internal Audit

1. Securities companies operating under the model prescribed in Point a Clause 1 Article 137 of the Enterprise Law must ensure compliance with the following provisions:

a) The Chairman of the Supervisory Board of a securities company shall not concurrently be a member of the Supervisory Board or a manager of another securities company;

b) The Supervisory Board must establish supervisory procedures and such procedures must be approved by the General Meeting of Shareholders or the Board of Members;

c) For a Supervisory Board consisting of two members or more, the Supervisory Board must convene at least two meetings per year. The minutes of the meeting must be recorded truthfully and fully, and must be kept in accordance with regulations;

d) When discovering that a member of the Management Board, a member of the Board of Members, a member of the General Director's Board (Director's Board) has violated laws, the Company Charter, leading to infringement on the rights and interests of the company, shareholders, Owners, or customers, the Supervisory Board has the responsibility to request explanations within a certain period of time or propose to convene the General Meeting of Shareholders, the Board of Members, the Owner to resolve the issue. In cases of violations of laws, the Supervisory Board must report in writing to the State Securities Commission within seven working days from the date of discovery of the violation.

2. Securities companies operating under the model prescribed in Points a and b Clause 1 Article 137 of the Enterprise Law must ensure compliance with the functions and tasks set out in the following provisions:

a) Independent assessment of the appropriateness and compliance with legal policies, the Company Charter, decisions of the General Meeting of Shareholders, Owners, Management Board, Board of Members;

b) Reviewing, examining, and evaluating the completeness, effectiveness, and efficacy of the internal control system subordinate to the General Director's Board (Director's Board) to improve this system;

c) Assessing compliance of business operations with internal policies and procedures;

d) Advising on the establishment of internal policies and procedures;

đ) Assessing compliance with legal regulations, controlling measures to ensure asset safety;

e) Evaluating internal audit through financial information and through business processes;

g) Evaluating the process of identifying, assessing, and managing business risks;

h) Evaluating the effectiveness of activities;

i) Evaluating compliance with contractual commitments;

k) Controlling the information technology system;

l) Investigating violations within the securities company;

m) Conducting internal audits of the securities company and its subsidiaries.

3. Internal audit activities must comply with the following principles:

a) Independence: the internal audit department must be independent from other departments of the securities company, including the management board; internal audit activities must be independent from management and operational activities of the securities company; internal auditors must not undertake work within the scope of internal audit, nor hold positions in operational departments such as brokerage, proprietary trading, analysis, investment advisory, underwriting, risk management;

b) Objectivity: the internal audit department and employees of the internal audit department must ensure objectivity, fairness, and lack of bias during the performance of their duties. The securities company must ensure that internal audit is not subject to any interference when performing its duties properly;

Internal auditors must demonstrate objectivity during the collection, evaluation, and communication of information about activities or processes, systems that have been or are being audited. Internal auditors need to provide fair assessments of all related issues and not be influenced by personal interests or anyone else when making comments or evaluations;

c) Integrity: internal auditors must perform their duties honestly, carefully, and responsibly; comply with the law and publicly disclose the contents of their work according to legal and professional regulations;

d) Confidentiality: employees of the internal audit department must respect the value and ownership of received information, and may not disclose information without valid authorization unless required to do so by law and internal company regulations;

4. Personnel of the internal audit department must meet the following standards:

a) Individuals working in this department must not be persons who have been penalized with fines or higher for violations in the securities, banking, insurance sectors within the five years prior to the year of appointment;

b) The head of the internal audit department must be a person with expertise in law, accounting, auditing; Must have sufficient experience, credibility, authority to effectively implement assigned tasks;

c) Not be related to heads of specialized departments, personnel performing operations, General Director (Director), Deputy General Director (Deputy Director), Branch Manager in the securities company;

d) Hold a certificate in Basic Issues of Securities and the Securities Market or a Professional Certificate in Securities Business, and a certificate in Law on Securities and the Securities Market;

đ) Not hold other positions within the securities company.

Article 10. Board of Directors

1. The General Director (Director) is responsible for managing the daily business operations of the securities company, subject to supervision by the Board of Management, the Board of Members, the Company Owner, and accountable to the Board of Management, the Board of Members, the Company Owner, and the law for the exercise of assigned rights and duties.

2. The General Director (Director) and Deputy General Director (Deputy Director) of the securities company shall not concurrently work for another securities company, fund management company, or other enterprise; the General Director (Director) of the securities company shall not be a member of the Board of Management or the Board of Members of another securities company.

3. The General Director (Director) and Deputy General Director (Deputy Director) responsible for business operations must meet the standards prescribed in Clause 5, Article 74 of the Securities Law.

4. The securities company must establish working regulations for the Board of General Directors (Board of Directors) and such regulations must be approved by the Board of Management, the Board of Members, and the Company Owner. Minimum working regulations must include the following contents:

a) Specific responsibilities and tasks of members of the Board of General Directors (Board of Directors);

b) Procedures and processes for organizing and participating in meetings;

c) Reporting responsibilities of the Board of General Directors (Board of Directors) to the Board of Management, the Board of Members, the Company Owner, and the Supervisory Board.

Article 11. Risk Management

1. The Board of Management, the Board of Members, or the Company Owner of the securities company must establish a risk management system based on the following principles:

a) The organizational structure of the risk management system must at least specify the following contents:

- Responsibilities of the Board of Management or the Board of Members or the Company Owner in risk management;

- Responsibilities of the General Director (Director), the Supervisory Board, the Internal Auditor, and the internal control system in risk management;

- Responsibilities of the Risk Management Department and heads of business departments within the securities company in risk management;

- A clear and transparent risk management strategy expressed through long-term and specific phase risk policies approved by the Board of Management or the Board of Members or the Company Owner;

- Implementation plans through comprehensive policies and procedures;

- Regular oversight and review work by the General Director (Director);

- Issuance and implementation of comprehensive risk management policies and risk limits, establishing appropriate risk management information activities.

b) The established risk management system must ensure that the securities company has the ability to identify, measure, monitor, report, and effectively manage significant risks while fully complying with all regulatory obligations at all times;

c) The risk management system must be established to ensure that risk management activities are conducted independently, objectively, honestly, and consistently;

d) The established risk management system must ensure that operational units and risk management units are organized separately and independently from each other, and the person in charge of the operational unit shall not simultaneously be in charge of the risk management unit and vice versa.

2. Internal procedures and regulations on risk management in the securities company must comply with the following principles:

a) The risk management system in the securities company must operate based on documented internal procedures and regulations;

b) Internal procedures and regulations must be clearly described so that all relevant individuals understand their tasks and responsibilities and can specifically and detailedly describe the related risk management process. The securities company must regularly review and update these internal procedures and regulations;

c) Internal procedures and regulations must ensure that state management agencies, internal auditors, internal controls, and supervisory boards understand the company's risk management activities;

d) Internal procedures and regulations on risk management must at least include the following contents:

- Organizational structure, functional descriptions, authority delegation mechanisms, and responsibilities;

- Risk policies, risk limits, risk identification procedures, risk measurement, risk monitoring, risk reporting, information exchange about risks, and risk handling;

- Rules must ensure compliance with legal provisions.

3. The securities company must establish a risk management process system including the following contents: risk identification, risk measurement, risk monitoring, risk supervision, and risk handling.

4. Establishing contingency plans

a) The securities company must develop contingency plans for emergency situations to ensure the continuity of the company's business operations;

b) The General Director (Director) is responsible for developing and regularly reviewing contingency plans. Contingency plans must be approved by the Board of Management or the Board of Members or the Company Owner.

5. Principles for archiving records and documents

a) All records, documents, reports, meeting minutes, resolutions of the Board of Management or the Board of Members, decisions of the Company Owner, risk reports, decisions of the General Director (Director), and other documents related to risk management must be properly stored and readily available for provision to state management agencies upon request;

b) The retention period for documents specified in Point a, Clause 5 of this Article shall be implemented in accordance with legal provisions.

Article 12. Internal Control

1. Securities companies must establish an internal control department under the General Director's Board (Board of Directors). The internal control system includes an independent and specialized staff, procedures.

2. The internal control department under the General Director's Board (Board of Directors) has the responsibility to monitor compliance with:

a) Checking and supervising compliance with laws and regulations, the company’s charter, decisions of the Shareholders' Meeting, decisions of the Board of Management, operational rules and procedures, risk management procedures of the company, relevant departments, and securities practitioners within the company;

b) Monitoring the implementation of internal regulations, internal activities that may conflict with interests, particularly those related to the company's own business operations and personal transactions of company employees; monitoring the fulfillment of responsibilities by company officers and employees, and the responsibilities of partners for delegated activities;

c) Reviewing the content and supervising the implementation of professional ethics rules;

d) Supervising the calculation and compliance with financial safety regulations;

đ) Separating customer assets;

e) Safeguarding and storing customer assets;

g) Monitoring compliance with legal provisions on anti-money laundering;

h) Other contents assigned by the General Director (Director).

3. Securities companies must establish an internal control system including organizational structure, procedures, and internal regulations applicable to all positions, units, departments, and activities of the company to ensure the following objectives:

a) The operations of the securities company comply with the provisions of the Securities Law and related documents;

b) Ensuring customer rights;

c) The operations of the securities company are safe and effective; protecting, managing, and using assets and resources safely and effectively;

d) Financial information and management information systems are truthful, reasonable, complete, and timely; truthfulness in preparing financial reports of the company.

4. Requirements for personnel in the internal control department

a) At least one employee must be assigned to perform compliance monitoring;

b) The head of the internal control department must be a person with expertise in law, accounting, auditing, sufficient experience, credibility, and authority to effectively execute assigned tasks.

c) Not be related to heads of specialized departments, personnel performing operations, General Director (Director), Deputy General Director (Deputy Director), Branch Manager in the securities company;

d) Hold a certificate in Basic Issues of Securities and the Securities Market or a Professional Certificate in Securities Business, and a certificate in Law on Securities and the Securities Market;

đ) Not hold other positions within the securities company.

Chapter III

OPERATIONS OF SECURITIES COMPANIES

 

Article 13. Responsibilities of securities companies when performing brokerage services

1. Securities companies must assign securities practitioners to work in the following positions:

a) Advising, explaining contracts, and implementing procedures to open trading accounts for customers;

b) Advising customers on securities transactions;

c) Receiving and controlling customers’ securities transaction orders;

d) Heads of departments related to securities brokerage services.

2. Securities companies must comply with regulations on preventing money laundering according to current laws.

3. Data on customer brokerage accounts opened at securities companies must be centrally managed and must be backed up at another location.

4. Securities companies conducting brokerage services shall not:

a) Provide opinions on increasing or decreasing stock prices without basis to attract customers to participate in transactions;

b) Agree upon or offer specific interest rates or share profits or losses with customers to attract them to participate in transactions;

c) Directly or indirectly set up fixed locations outside those approved by the State Securities Commission for signing account opening agreements with customers, receiving, executing securities transaction orders, or settling securities transactions with customers, except in cases of online securities transactions;

d) Receive orders or settle transactions with persons who are not named account holders without written authorization from the named account holder;

đ) Disclose customer trading order contents or other confidential information obtained during transactions with customers unless required for public disclosure or pursuant to legal inspection and audit requirements;

e) Use the name or account of customers to register or trade securities;

g) Infringe upon customers' assets, rights, and other interests.

Article 14. Responsibilities of Securities Companies towards Clients when Performing Brokerage Services

1. When performing brokerage services, securities companies must comply with the provisions of Law on Securities at Clause 1, 2, and 3 of Article 91.

2. Securities companies have the obligation to update clients' information changes upon clients' requests.

3. Securities companies must sign trading account opening contracts with clients, directly execute securities transactions for clients, and bear legal responsibility for these activities.

4. Securities companies must monitor each client's funds and securities in detail, provide information about balances, cash inflows and outflows, and securities to clients upon their requests.

5. Securities companies must disclose transaction fees for securities transactions before clients execute transactions, and publish such fees on the company’s electronic information website.

6. Securities companies must establish a dedicated department responsible for communication with clients and resolving clients’ inquiries and complaints.

Article 15. Opening Trading Accounts for Securities Transactions

1. To execute buy and sell securities transactions for clients, securities companies must process trading account openings for each client based on securities trading account opening contracts with clients. The account opening contract must comply with current regulations and include minimum contents as prescribed. ANNEX III promulgated together with this Circular.

2. Securities companies have the obligation to explain the content of the trading account opening contract and related procedures when executing securities transactions for clients, understand clients' financial capacity, risk tolerance, and expected returns.

3. The securities trading account opening contract stipulated in Clause 1 of this Article shall not contain the following agreements:

a) Agreements aimed at evading the legal obligations of securities companies without justifiable reasons;

b) Agreements limiting the scope of compensation of securities companies without justifiable reasons or transferring risks from securities companies to clients;

c) Agreements compelling clients to fulfill compensation obligations unfairly;

d) Agreements causing unfair disadvantages to clients.

4. Investors opening accounts at securities companies must fill in all information on the account opening contract.

Article 16. Receiving and Executing Trading Orders

1. Securities companies receive clients' trading orders through the following methods:

a) Directly receiving order forms at the trading counter;

b) Receiving orders remotely via telephone, fax, internet, and other transmission means.

2. Securities companies may only execute online securities transactions according to the provisions of Article 201 of the Decree detailing implementation of certain provisions of the Law on Securities.

3. In cases of receiving online trading orders, via telephone, fax, and other transmission means, securities companies must comply with:

a) The Electronic Transaction Law and guiding documents;

b) Verify clients and ensure full recording of information at the time of order receipt, retain evidence proving the placement of orders by clients to be retrievable when necessary;

c) Ensure the principle of confirming with clients before entering orders into the trading system;

d) Implement measures to ensure the security and safety of transmission channels and appropriate remedies when orders cannot be entered into the trading system due to company errors.

4. Securities companies can only execute clients' orders when trading orders contain complete and accurate information about clients, trading date, order receipt time, stock code, order type, quantity, and price. Clients' trading orders must be recorded by securities companies with the time (date, hour, minute) of order receipt at the time of receipt.

5. Securities companies must promptly and accurately execute clients' trading orders.

6. When executing payment for securities purchase or sale orders for clients, securities companies must ensure sufficient funds and securities as required and take necessary measures to guarantee clients' payment capability when orders are executed.

7. Securities companies must notify clients of the results of executed trading orders immediately after the orders are matched according to the method agreed upon between clients and securities companies in the contract.

8.[3] In cases where clients open deposit accounts at depositary members who are not trading members, trading members and depositary members must sign an agreement to clarify responsibilities ensuring the principle that trading members are responsible for executing orders, depositary members are responsible for checking clients' and depositary members' balances, and both depositary and trading members ensure payments to clients as required by law.

If a trading member receives an order to buy shares without requiring sufficient funds as stipulated in Clause 9a of Circular No. 120/2020/TT-BTC, at the end of the trading day, that trading member has the responsibility to inform detailed information about buying share orders without requiring sufficient funds placed by foreign organizations as specified in Clause 9a of Circular No. 120/2020/TT-BTC to the depositary member where the foreign organization opens a deposit account for coordination in securities transaction settlement according to securities laws and the regulations of Vietnam Securities Depository and Central Counterparty Corporation.

9.[4] When securities companies receive orders to buy shares without requiring sufficient funds from foreign organizations as stipulated in Clause 9a of Circular No. 120/2020/TT-BTC, they must comply with:

a) Order acceptance limits determined according to Clause 10 of this Article;

b) Not accepting orders to buy shares from the securities company itself;

c) Not accepting orders to buy shares from the parent company of the securities company. If subsidiaries of the same parent company of the securities company own shares of that securities company, the securities company shall not accept orders to buy shares from those subsidiaries.

10.[5] The securities company must determine the limit for receiving orders to buy shares without immediate payment from foreign organizations at the beginning of each trading day and retain documentation and information regarding this limit. The limit for receiving orders to buy shares shall be determined as follows:

- The limit for receiving orders to buy shares equals the total amount of funds that can be converted into cash but does not exceed the difference between twice the securities company's equity capital and the outstanding margin loan balance;

- Funds that can be converted into cash include cash in the fund; bank deposits, government debt instruments, undrawn deposit certificates not used to secure financial obligations; available overdraft limits; payment guarantee limits (if any) granted by domestic and foreign credit institutions; proceeds from the sale of proprietary securities pending receipt; advance payments for listed and over-the-counter securities sales; foreign organization customers' funds as stipulated in Clause 1, Article 9a of Circular No. 120/2020/TT-BTC to ensure the ability to pay for share purchases;

- The securities company's equity capital is determined based on the most recent quarterly financial report. In cases where the securities company is a parent company, the equity capital is determined based on the consolidated quarterly financial report after excluding non-controlling interests.

Article 17. Management of Customer Funds

1. Securities companies must manage separately the transaction deposit accounts of each customer and separate customer funds from the company's own funds.

2. Securities companies may not directly receive and pay out cash for customer securities transactions but must conduct such transactions through commercial banks.

3. Securities companies may not abuse customer funds in any form. Transactions involving customer funds may only be carried out in accordance with the provisions of the law.

4. Securities companies must establish a system for managing customer funds according to the method specified in Point a of this Clause. Additionally, securities companies may develop a supplementary system according to the method specified in Point b of this Clause for customers to choose:

a) Customers of the securities company open accounts directly at a commercial bank chosen by the securities company to manage transaction funds. Under this method, customers, securities companies, and commercial banks have an agreement on how to confirm, freeze balances, and transfer funds for securities transactions. After a customer's securities purchase order is matched, the securities company has the right to request the bank where the investor has an account to transfer the corresponding matched value into a securities transaction settlement account opened by the securities company at a commercial bank chosen by the securities company. The securities company is obligated to act on behalf of the customer to settle securities transactions with related parties;

b) The securities company opens a dedicated account at a commercial bank to manage customer transaction deposits. The dedicated account must be opened separately and segregated from other accounts of the securities company.

This dedicated account serves only for customer transactions, specifically:

- Customers deposit or transfer money into their securities transaction accounts;

- Customers withdraw or transfer money out of their securities transaction accounts;

- Customers settle securities transactions;

- Customers deposit margin for transactions, pay auction prices for securities purchases;

- Customers settle the exercise of rights to purchase securities;

- Other customer payment transactions as requested by the customer and in compliance with legal regulations.

The securities company is responsible for establishing accounting systems to manage each investor's deposit. The securities company is obligated to clearly identify the balance at all times for each customer and provide detailed statements of each customer's balance upon request by the customer or competent state authorities.

The securities company is responsible for ensuring the execution of all withdrawal and transfer requests within the customer's balance when the customer no longer owes anything to the securities company.

The securities company may not accept authorization from customers to internally transfer funds between customer accounts.

5. The securities company must publish on its electronic information website and at its branches and trading offices a list of commercial banks selected for the two methods of managing customer transaction funds.

6. Within the latest three working days from the date of signing the contract as stipulated in Points a and b of Clause 4 of this Article, the securities company must report to the State Securities Commission along with a certified copy of the contract between the securities company and the commercial bank.

7. In case of weekly reporting, before 16:00 on Monday of each week or the first working day of the week, securities companies with dedicated accounts must report to the State Securities Commission the number of customers and the balance of customer funds in the dedicated account opened by the securities company at the commercial bank according to the model prescribed in Seal Registration Certificate issued together with this Circular. The reported figures are finalized at the end of the working day immediately preceding the reporting date.

Article 18. Management of Client Securities

1. For securities that have been registered for centralized custody:

a) Securities companies must manage client securities separately from their own securities;

b) Securities companies must deposit client securities with the Vietnam Securities Depository Corporation in accordance with laws on registration, custody, and settlement of securities transactions;

c) Securities companies are responsible for promptly and fully informing clients about any rights arising in connection with their securities;

d) The depositing, withdrawal, and transfer of securities shall be carried out according to the client's instructions and in accordance with regulations on registration, custody, and settlement of securities transactions.

2. For securities not yet registered for centralized custody, securities companies may register and custody client securities at the securities company based on contracts signed with clients and in accordance with provisions set forth in Article 21 of this Circular.

Article 19. Entrusted Management of Individual Investor’s Securities Trading Accounts

1. General principles

a) Securities companies licensed for brokerage activities in accordance with Clause 1, Article 86 of the Securities Law may provide services for managing individual investor’s securities trading accounts on an entrusted basis;

b) The provision of such services to investors shall be based on contracts between the securities company and individual investors;

c) Securities companies are not allowed to accept full authority to make all trading decisions on behalf of individual investors in their securities trading accounts. Clients must clearly specify the specific contents of the entrustment in accordance with Clause 2 of this Article;

d) Securities permitted for purchase and sale on an entrusted basis include listed shares and investment fund certificates traded on the Stock Exchange, excluding securities registered for trading on the over-the-counter system of unlisted public companies (UpCom);

đ) Securities companies designate securities professionals holding financial analysis or fund management licenses to manage entrusted trading accounts. This designation must be clearly stated in the contract signed between the company and the individual investor.

2. The scope of entrustment includes the following contents:

a) Types of securities traded;

b) Maximum volume that can be bought or sold for each type of security;

c) Maximum value for each transaction order;

d) Total maximum transaction value for one trading day;

đ) Transaction methods and types of transaction orders.

3. Securities companies are responsible for compiling information about the client's financial capacity, investment period, investment objectives, acceptable risk level, investment restrictions, investment portfolio (if any), and other requirements before signing the contract. If the client does not provide sufficient information or provides inaccurate information, the securities company has the right to refuse to sign the contract.

4. Entrusted Contract

a) The term of the entrusted contract shall not exceed one year from the date of signing the contract;

b) The entrusted contract must contain the following contents:

- Information about the client;

- Information about the securities professional assigned to manage the client's account;

- Contents of the entrustment;

- Rights and obligations of the parties in the contract;

- Management contract fees and bonuses;

- Payment and termination methods of the contract;

- The method of resolving disputes.

5. In case the securities company fails to comply with the contract signed with the client, causing losses to the client, the securities company shall be liable to compensate the entrusted client according to the written agreement between both parties; if profits arise, such profits belong to the entrusted client.

6. Rights and Obligations of Entrusted Securities Companies

a) Act honestly and in the best interest of the client, not using client information for personal gain and causing harm to the client;

b) Request clients to provide necessary information;

c) Carry out purchases/sales of securities within the scope of the entrustment;

d) Clearly explain and provide comprehensive information to the client about all possible risks arising from the management of the securities trading account on an entrusted basis;

đ) Provide the client with a monthly or ad hoc statement of transactions upon request of the entrusted client;

e) Notify the client within 24 hours when the assets in the entrusted trading account fall below 25% of the total contract value;

g) Report monthly according to the form prescribed in Seal Registration Certificate issued together with this Circular or report as required by the State Securities Commission on the management of entrusted trading accounts;

h) Provide a list of qualified securities professionals for the client to choose to manage the entrusted account;

i) Establish an independent oversight department to monitor the management and trading of securities in the entrusted trading account to ensure that the trading complies with the agreements in the entrusted contract and the client's investment objectives;

k) All transaction orders under the entrusted contract must be accurately recorded with the time of execution;

l) Securities companies must inform and obtain written consent from clients for investments in securities issued and guaranteed by the company during the guarantee period.

Article 20. Online Securities Transactions

1. Obligations of securities companies when providing online securities transaction services

a) Ensuring continuous and smooth transactions;

b) Ensuring security, safety, and data confidentiality of the system;

c) Having backup systems and alternative plans in case of incidents;

d) Being separate from other electronic information systems of the company;

đ) Issuing procedures for operating, managing, and using the online securities trading system.

2. When providing online securities transaction services to customers, securities companies must sign contracts or appendices to customer account opening contracts, including the following contents:

a) Announcing possible risks that may occur during online securities transactions;

b) Specifying the responsibilities of customers and securities companies regarding the confidentiality of customer online transaction information.

3. Securities companies must report to the State Securities Commission on online securities trading activities, the status of the online securities trading system, and disclose information according to legal regulations guiding electronic transactions.

Article 21. Registration, Custody, and Settlement of Securities

1. Scope of Implementation

a) Providing securities registration and custody services to customers;

b) Executing payments for securities transactions on the Stock Exchange for customers;

c) Providing shareholder register management and transfer agent services upon request of issuers that are not public companies.

2. Rights and Obligations of Securities Companies

a) Opening custody accounts for customers at the securities company and managing customers' securities custody accounts in accordance with legal provisions. Customers' securities custody accounts must be separate from the company's own securities custody accounts;

b) Accurately recording and updating information about customers who have opened custody accounts and the securities they own that have been deposited with the company;

c) Safeguarding, storing, collecting, and processing data related to customers' securities registration, custody, settlement activities;

d) Establishing procedures for securities registration, custody, settlement, shareholder register management, transfer agency, and internal control procedures to manage and protect customers' or security holders' rights;

đ) Charging service fees for securities registration and custody activities and other types of service fees as prescribed by law.

Article 22. Proprietary Securities Trading Business

1. Securities companies must ensure sufficient funds and securities to settle their own trading orders.

2. The proprietary trading business of securities companies must be conducted under their own name, without borrowing another person's name or conducting it under an individual's name or allowing others to use their proprietary trading account.

3. The following cases shall not be considered as proprietary securities trading:

a) Buying and selling securities to correct errors after transactions;

b) Buying and selling the company's own shares.

4. Securities companies must prioritize executing customer orders before executing their own orders.

5. Securities companies must inform customers when they are counterparties in negotiated transactions with customers.

6. In cases where customer orders to buy or sell securities could significantly impact the price of such securities, securities companies may not purchase or sell the same type of securities for themselves or disclose this information to third parties buying or selling those securities.

7. When customers place limit orders, securities companies may not buy or sell the same type of securities for themselves at prices equal to or better than the customer's price before the customer's order is executed.

Article 23. Securities Issuance Guarantee Business

1. A securities company that undertakes to guarantee the issuance of securities to the public by purchasing part or all of the securities from the issuer shall only be permitted to guarantee the issuance of a total value of securities not exceeding its paid-in capital and not exceeding fifteen times the difference between short-term assets and short-term liabilities as reported in the most recent quarterly financial report.

2. A securities company shall not guarantee the issuance under a firm commitment arrangement or act as the principal guarantor in the following cases:

a) The securities company, independently or together with its subsidiary or associated person, holds at least 10% of the charter capital of the issuer, or has control over the issuer, or has the right to appoint the General Director (Director) of the issuer;

b) At least 30% of the charter capital of the securities company and at least 30% of the charter capital of the issuer are held by the same individual or organization;

c) The issuer, independently or together with its subsidiaries or associated persons, holds at least 20% of the charter capital of the securities company, or has control over the securities company, or has the right to appoint the General Director (Director) of the securities company;

d) Members of the Board of Directors, General Director (Director), and associated persons of the securities company are simultaneously members of the Board of Directors, General Director (Director) of the issuer;

đ) Members of the Board of Directors, General Director (Director), and associated persons of the issuer are members of the Board of Directors, General Director (Director) of the securities company;

e) The securities company and the issuer have the same legal representative.

3. A securities company receiving a guarantee for the issuance of securities must open a separate account at a commercial bank to receive investors' funds for purchasing securities.

Article 24. Securities Investment Advisory Business

1. To provide securities investment advisory services to customers, a securities company must enter into a contract with the customer containing the following minimum contents:

a) Rights, obligations, and responsibilities of the parties to the contract;

b) Scope of securities investment advisory;

c) Method of service provision;

d) Service fees.

2. A securities company must collect and manage information about customers, including:

a) The financial situation of the customer;

b) The customer's investment objectives;

c) The customer's risk tolerance;

d) The customer's experience and knowledge of investing.

3. Contents of securities investment advisory must be reasonable and appropriate based on reliable information, logical analysis. Investment recommendations must be relevant and consistent with the content of securities and market analysis. Securities and market analysis reports, investment recommendations must clearly state the source of data and the name of the person responsible for the content of the report, investment recommendation.

4. A securities company providing investment advice to customers must ensure that customers make investment decisions based on full information provided, including the content and risks of the product and service offered.

5. A securities company must keep confidential the information received from service users during the provision of advisory services except where the customer agrees or the law provides otherwise.

6. A securities company must provide investment advice suitable to the customer's investment objectives and financial situation and must be responsible for the results of the analysis and the reliability of the information provided to the customer.

7. A securities company shall not provide securities investment advisory services to a company in which it holds at least 10% of the charter capital.

Article 25. Other Financial Services

1. Securities companies when providing other financial services as prescribed in Clause 5, Article 86 of the Securities Law must be related to and support the licensed business activities of the securities company and must ensure that they do not affect the interests of customers, of the securities company itself, and of the market.

2. Securities companies shall not provide advisory services for issuing offers, listing securities, shareholding restructuring, and determining enterprise value for companies in which they hold 10% or more of the charter capital.

3. Securities companies may only provide other financial services in compliance with the provisions of the law after reporting in writing to the State Securities Commission. The State Securities Commission has the right to require the temporary suspension or cessation of the provision of other financial services by the securities company if such service contravenes the provisions of the law or causes systemic risks to the securities market.

Chapter IV

PROVISIONS ON FINANCIAL MATTERS APPLICABLE TO SECURITIES COMPANIES

 

Article 26. Limitations on Borrowing

1. The ratio of total debt to shareholders' equity of a securities company shall not exceed five times. The total debt value under this provision does not include the following items:

a) Customer securities transaction deposits;

b) Welfare bonus fund;

c) Reserve for unemployment benefits;

d) Reserve for investor compensation.

2. Short-term debt of a securities company shall not exceed short-term assets.

3. A securities company issuing bonds shall comply with the provisions of Article 31 of the Securities Law, the detailed implementation decree of certain articles of the Securities Law, and the laws on corporate bond issuance and must ensure compliance with the ratios specified in Clauses 1 and 2 of this Article.

Article 27. Limitations on Lending

1. Except as provided in Clause 1, Article 86 of the Securities Law, a securities company shall not lend money or securities in any form.

2. A securities company shall not use its own funds or assets or those of customers to guarantee payment obligations to third parties.

3. A securities company shall not lend money or securities in any form to Shareholders, major shareholders, members of the Supervisory Board, members of the Board of Directors, members of the Board of Members, members of the Management Board, Chief Accountant, and other management positions appointed by the Board of Directors of the securities company, or persons related to these entities.

4. A securities company that has conducted margin trading transactions in accordance with the law may lend money to customers to purchase securities through margin trading transactions in accordance with the guidelines of the Ministry of Finance.

5. A securities company may lend securities to correct transaction errors or to conduct exchange transactions of exchange-traded fund certificates or other forms as prescribed by relevant laws.

Article 28. Limitations on Investment

1. A securities company shall not purchase or contribute capital to purchase real estate except for use as headquarters, branches, or transaction offices directly serving the business activities of the securities company.

2. A securities company purchasing or investing in real estate as prescribed in Clause 1 of this Article and fixed assets shall follow the principle that the remaining value of fixed assets and real estate shall not exceed 50% of the total asset value of the securities company.

3. The total investment value in corporate bonds of a securities company shall not exceed 70% of shareholders' equity. A securities company permitted to conduct proprietary securities trading may buy and sell listed corporate bonds according to relevant regulations on repurchase transactions.

4. A securities company shall not directly or entrust another organization or individual to carry out:

a) Investment in shares or capital contributions of a company holding over 50% of the charter capital of the securities company, except for the purchase of odd-lot shares at the request of customers;

b) Jointly with related parties to invest over 5% of the charter capital of another securities company;

c) Investing more than 20% of the total number of shares or fund certificates in circulation of a listed entity;

d) Investing more than 15% of the total number of shares or fund certificates in circulation of a non-listed entity, this provision does not apply to member fund certificates, exchange-traded funds, and open-ended funds;

đ) Investing or contributing capital more than 10% of the total capital contribution of a limited liability company or business project;

e) Investing or contributing capital more than 15% of shareholders' equity in an organization or business project;

g) Investing more than 70% of shareholders' equity in shares, capital contributions, and business projects, of which no more than 20% of shareholders' equity can be invested in unlisted shares, capital contributions, and business projects.

5. A securities company may establish or acquire a fund management company as a subsidiary. In this case, the securities company is not required to comply with the provisions of points c, d, and đ of Clause 4 of this Article. A securities company planning to establish or acquire a fund management company as a subsidiary must meet the following conditions:

a) Shareholders' equity after establishing or acquiring a fund management company must be at least equal to the minimum charter capital required for the business activities currently being carried out;

b) The available capital ratio after establishing or acquiring a fund management company must be at least 180%;

c) After establishing or acquiring a fund management company, the securities company must ensure compliance with the borrowing limitations prescribed in Article 26 of this Circular and investment restrictions stipulated in Clause 3 of this Article and Point e, Clause 4 of this Article.

6. In cases where a securities company exceeds the investment limit due to underwriting issuance in the form of a firm commitment, merger, acquisition, or changes in assets or shareholders' equity of the securities company or contributing organizations, the securities company must take necessary measures to comply with the investment limits prescribed in Clauses 2, 3, and 4 of this Article within a maximum period of one year.

7.[6] If a securities company implements the provisions set forth in Clause 2 of Article 9a of Circular No. 120/2020/TT-BTC, resulting in exceeding the investment limit specified in Clause 4 of this Article, the securities company shall not continue to accept orders to purchase shares without full payment from foreign investors who are organizations until it meets the investment limit and must take necessary measures within a maximum period of one year to comply with the investment limit.

Chapter V

REPORTING SYSTEM

 

Article 29. Reporting System

1. The reporting by a securities company must be complete, timely, and accurately reflect the actual situation of the securities company.

2. A securities company must submit periodic reports in electronic data files to the State Securities Commission through the Commission's information system according to the deadlines and regulations as follows:

a) Within five working days of the following month, the securities company must submit the Monthly Operations Report (in accordance with the model prescribed in Appendix I and Seal Registration Certificate this Circular);

b) Within twenty days from the end of the quarter, the securities company must submit the Quarterly Financial Report. In cases where the securities company is required to prepare a consolidated quarterly financial report, the securities company must submit the consolidated quarterly financial report within thirty days from the end of the quarter;

c) Within forty-five days from the end of the first six months of the fiscal year, the securities company must submit the Interim Financial Report and the Financial Safety Ratio Report on June 30, which has been reviewed by an approved auditing organization. In cases where the securities company is required to prepare a consolidated interim financial report, the securities company must submit the consolidated interim financial report that has been reviewed within sixty days from the end of the first six months of the fiscal year;

d) Annual Report

Before January 20 of the following year, the securities company must submit the Comprehensive Operations Report of the Company (in accordance with the model prescribed in Appendix I and Seal Registration Certificate this Circular).

Before March 31 of the following year, the securities company must submit to the State Securities Commission the Annual Financial Report and the Financial Safety Ratio Report on December 31, which have been audited by an approved auditing company. In cases where the securities company is required to prepare a consolidated annual financial report, the securities company must submit the consolidated annual financial report that has been audited within one hundred days from the end of the fiscal year.

đ) The annual financial reports of the securities company submitted to the State Securities Commission as prescribed in Points b, c, and d of this Clause must include all components and contents as prescribed by accounting laws for securities companies;

e) In cases where the financial statements contain an audit opinion with exceptions that do not detail the exception items and reasons, the securities company must provide an explanatory document and obtain confirmation from the auditor to submit to the State Securities Commission no later than thirty days from the date of submission as prescribed in Points c and d of this Clause.

3. Within three working days from the occurrence of the events below, the securities company must report to the State Securities Commission in writing:

a) Borrowing, investing beyond the limits prescribed at Article 26 and Article 28 of this Circular;

b) The opening date of the headquarters of the securities company, branch, and trading room.

4. Risk Management Report

Before January 31 and July 31 each year, the securities company must submit the annual/semi-annual report on risk management activities (in accordance with the prescribed form at REGULATIONS ON THE CERTIFICATE DESIGN FOR OUTSTANDING RURAL INDUSTRIAL PRODUCTS this Circular).

5. Reports upon Request

In case of necessity, the State Securities Commission has the right to request the securities company to submit a written report, specifying the content and deadline for submission.

Chapter VI

IMPLEMENTING PROVISIONS

 

Article 30. Implementation Provisions[7]

1. This Circular takes effect from February 15, 2021.

2. This Circular replaces Circular No. 210/2012/TT-BTC dated November 30, 2012, issued by the Minister of Finance guiding the establishment and operation of securities companies, and Circular No. 07/2016/TT-BTC dated January 18, 2016, issued by the Minister of Finance amending and supplementing certain provisions of Circular No. 210/2012/TT-BTC dated November 30, 2012, issued by the Minister of Finance guiding the establishment and operation of securities companies.

3. From the date this Circular takes effect, the securities company shall be responsible for submitting the Company Charter at the nearest General Meeting of Shareholders in accordance with the Securities Law dated November 26, 2019, the Enterprise Law dated June 17, 2020, this Circular, and related legal regulations.

4. During implementation, if there are any difficulties, organizations and individuals concerned are requested to reflect them to the Ministry of Finance for research, guidance, and resolution./.

 

MINISTRY OF FINANCE ________ Number: 42/VBHN-BTC Place of Receipt: - OFFICE OF THE GOVERNMENT (FOR PUBLICATION IN THE GAZETTE); - Official Website of the Ministry of Finance (for publication); - Official Website of the State Securities Commission (for publication); - Legal Department of the Ministry of Finance; - To be filed: VT, UBCK (06b).

CERTIFIED CONSOLIDATED DOCUMENT   Hanoi, October 28, 2025     DEPUTY MINISTER DEPUTY MINISTER Nguyen Duc Chi

 

ANNEX I

MODEL REPORT ON THE OPERATING AND BUSINESS SITUATION OF SECURITIES COMPANIES
(Annexed to Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance)

 

COMPANY NAME SECURITIES -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.: … Regarding reporting on operating and business situation	…., day.....month.....year.....

 

To: State Securities Commission

Table: Operating Situation Report of Securities Company

No.	Criteria	Unit of Measurement	Content	Remarks
				Average number of employees per month	Quy	six months	Year
(1)	(2)	(3)	(4)
1	I. General Introduction about the Securities Company
2	1. Company Name						x
3	2. Registered Capital	World Championship in individual events.			x	x	x
4	3. Brokerage Business						x
5	4. Proprietary Trading Business						x
6	5. Investment Advisory Business						x
7	6. Underwriting Business						x
8	7. Custody Business						x
9	8. Derivatives Business						x
10	9. Type of Business Entity (Publicly Listed Corporation/Corporation/LLC)
11	10. Total number of employees at the Company	person		x	x	x	x
12	11. Total number of licensed professionals	person		x	x	x	x
13	II. Business Results
14	1. Total Revenue	World Championship in individual events.			x	x	x
15	2. Net Profit After Tax	World Championship in individual events.			x	x	x
16	3. Brokerage Revenue	World Championship in individual events.				x	x
17	4. Proportion of brokerage revenue to total revenue	% (rounded to two decimal places)				x	x
18	5. Proprietary Trading Revenue	World Championship in individual events.				x	x
19	6. Proportion of proprietary trading revenue to total revenue	% (rounded to two decimal places)				x	x
20	7. Investment Advisory Revenue	World Championship in individual events.				x	x
21	8. Proportion of investment advisory revenue to total revenue	% (rounded to two decimal places)				x	x
22	9. Underwriting Revenue	World Championship in individual events.				x	x
23	10. Proportion of underwriting revenue to total revenue	% (rounded to two decimal places)				x	x
24	11. Other Revenue	World Championship in individual events.				x	x
25	12. Proportion of other revenue to total revenue	% (rounded to two decimal places)				x	x
26	III. Investment Limitations	Evaluation of compliance with investment limitations		x	x	x	x
27	IV. Violations of the number of licensed professionals					x	x
28	V. Violations of information disclosure requirements					x	x
29	VI. Operational Status
30	1. Financial Safety Ratio					x	x
31	2. Suspended Business Activities						x
32	3. Temporary Suspension of Company/Branch/Trading Room Operations						x
33	4. Termination of Business Operations						x
	Note:

1. File type: Excel

2. Font: Times New Roman, size 12

3. At the "Type of Business Entity" section: Publicly Listed Corporation: "PLC"; Corporation not yet publicly listed: "Corp"; Limited Liability Company: "LLC".

4. "Net Profit After Tax" (6 months): Reviewed Semi-Annual Financial Statements.

5. Line 26 "Investment Limitations": The company self-assesses compliance/non-compliance with the provisions at Article 26 and Article 28 of this Circular.

6. Lines 4,5,6,7,8,9: Mark x (if applicable) in column (4) corresponding to each.

7. Lines 27, 28: For cases of violations that have been administratively sanctioned by the State Securities Commission. Enter the Decision Number and Date of Issuance of the Decision.

8. Line 30 column (4): Record Normal/Warn/Control/Special Control

9. Lines 31, 32, 33 column (4): Record Yes/No

 

(GENERAL) MANAGER (Signature, full name)

INTERNAL CONTROL DEPARTMENT RESPONSIBILITY (Signature, full name)

(DIRECTOR GENERAL) (Signature, full name, stamp)

 

ANNEX II

MODEL DETAILED REPORT ON THE OPERATING AND BUSINESS SITUATION OF SECURITIES COMPANIES
(Annexed to Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance)

NAME OF SECURITIES COMPANY -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.: … Regarding detailed reporting on operating and business situation	…, day.....month.....year.....

 

To: State Securities Commission

Securities Company...

Table II.1 Personnel Situation

quarter/6 months/year

Unit: person

No.	Recipient	Number of employees		Number of licensed professionals		Remarks
		Cumulative since the beginning of the year	Increase/Decrease	Cumulative since the beginning of the year	Increase/Decrease
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1	I. Head Office
2	1. Board of Directors
3	2. Brokerage Department
4	3. Proprietary Trading Department
5	4. Underwriting Department
6	5. Investment Advisory Department
7	II. Branches
8	1. Branch... (name of branch)
9	- Branch Director
10	- Brokerage Department
11	- Advisory Department
12	2. Branch... (name of branch)
13	- Branch Director
14	- Brokerage Department
15	Advisory Department
16	III. Trading Rooms
17	1. Trading Room... (name of trading room)
18	2. Trading Room... (name of trading room)
19	3. Other Departments
20	(thousand dong/year)

Note:

- Columns (3), (4), (5), (6): Input in numeric format "Number". For negative numbers, enclose in parentheses ( ).

Table II.2 Situation of Shareholders/Holders with More Than 5% of Registered Capital

Semi-annually/yearly

No.	Information on shareholders					Information on holding ratio
	Full name (individual)/Name of organization	ID card number/Passport number (foreigner)/Business Registration Certificate number (organization)	Date of issue	Currency Exchange Agent No. 3	Nationality (foreigner)/Organization (foreign country)	Beginning of period		End of period
						Number of shares/equity contribution	Holding ratio compared to registered capital	Number of shares/equity contribution	Holding ratio compared to registered capital
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)
1.	…
2.

Note:

- Column (4): Format according to date (DD/MM/YYYY)

- Column (6): Specify the name of the country.

- Columns (7) and (9): Input in numeric format "Number".

- Columns (8) and (10): Input in percentage format, rounded to two decimal places.

Table II.3 Changes Required to Be Approved in the Period

Semi-annually/yearly

No.	Content	Location	Closure	Establishment	Name Change	Senior Staff Changes	Business Activity Changes
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)
1	I. Domestic
2	Head Office
3	Branch in province A
4	Transaction office
5	Representative Office
6	II. Foreign
7	Branch in province A
8	Representative Office

Note:

- The securities company submits the report according to this table after changes occur (counting from the date the State Securities Commission issues the Decision approving the change) in the nearest period's report.

- Columns (3), (6), (7), (8): Format as "Number", input according to the number of changes up to the reporting date.

- Columns (4), (5): Format as "Number", unit: Quantity.

- Column (7): Senior staff includes Legal Representative for the head office, head of branches

Table II.4 Number of Investor Securities Trading Accounts

quarter/6 months/year

No.	Customer Type	Number of Accounts		Number of Accounts with Transactions in the Period
		Cumulative since the beginning of the year	Increase/Decrease
(1)	(2)	(3)	(4)	(5)
1	I. Domestic
2	1. Individuals
3	2. Organization
4	II. Foreign
5	1. Individuals
6	2. Organization
7	Total (I + II)

Note:

- Columns (3), (4), (5), (6): Input in numeric format "Number". For negative numbers, enclose in parentheses ( ).

Table II.5 Investor Securities Trading Deposit Balance

Month/Year

Serial number	Bank Receiving Deposits	Account Balance (in million dong)	Remarks
(1)	(2)	(3)	(4)
1	I. Bank A
2	1. Account Number A1
3	2. Account Number A2
4	3. Account Number...
5	II. Bank B
6	1. Account Number B1
7	2. Account Number B2
8	3. Account Number...
9	Total (I + II +...)

Note:

- List in detail each account at all banks receiving securities trading deposits from investors.

- Row 1 column (3): Total balance on accounts A1, A2,...

- Row 5 column (3): Total balance on accounts B1, B2...

Table II.6 Listed/Registered Securities Trading Transactions

Month/Six months/year

Unit: million VND

No.	Type of securities	Total purchases				Total sales				Total purchases and sales
		Cumulative since the beginning of the year		Cumulative since the beginning of the year		Cumulative since the beginning of the year		Cumulative since the beginning of the year		Cumulative since the beginning of the year		Cumulative since the beginning of the year
		HNX	HSX	HNX	HSX	HNX	HSX	HNX	HSX	HNX	HSX	HNX	HSX
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)	(12)	(13)	(14)
1	I. Investors
2	1. Domestic investor stock transactions
4	2. Foreign investor stock transactions
6	3. Domestic investor fund certificate transactions
7	4. Foreign investor fund certificate transactions
8	B. Proprietary Trading
9	1. Stocks
10	2. Bonds
11	3. Fund Certificates

Note:

- HNX is the Hanoi Stock Exchange

- HSX is the Ho Chi Minh City Stock Exchange

Table II.7 Unlisted/Unregistered Securities Trading Transactions

month/six months/year

Serial number	Securities	Term			Purchased During the Period		Sold During the Period
		≤ 2 years	> 2 years and < 5 years	≥ 5 years	CLC	Value (in million dong)	CLC	Value (in million dong)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
1	I. Stocks (Total)				x	x	x	x
2	1. Company A				x	x	x	x
3	2. Company B				x	x	x	x
4	3. Company...				x	x	x	x
5	II. Bonds	Total	Total	Total		Total		Total
6	1. Bond A					x		x
7	2. Bond B					x		x
8	3. Bond …					x		x

Note:

- Report in detail according to each issuer organization.

- Columns (3), (4), (5) apply only to the "Bonds" section. Mark x corresponding to the term of each bond type.

- Columns (6) to Column (9): Enter in number format ("Number").

Table II.8 Margin Securities Trading Situation

month/year

No.	Content	End of period		Quantity of collateral securities	Remarks
		Quantity	Value (in million dong)
(1)	(2)	(3)	(4)	(5)	(6)
1	I. Number of margin trading accounts	x
2	II. Value of margin securities		x
3	III. Source of margin trading financing		x
4	1. Shareholders' equity		x
5	2. Loans from credit institutions		x
6	3. Other sources of loans		x
7	IV. Revenue from margin trading activities		x
8	V. Loan balance for margin trading at HSX		x
9	1. Code ABC		x	x
10	2. Code XYZ		x	x
11	3. Code...		x	x
12	VI. Loan balance for margin trading at HNX		x	x
13	1. Code ACB		x	x
14	2. Code YZX		x	x
15	3. Code...
16	VII. Total loan balance for margin trading (V+VI)

Note:

Data is finalized on the last working day of the month

In cases where there are 50 or more codes, a detailed table II.8B must be prepared

Table II.8B Detailed situation of margin trading loans for each security code

month/year

No.	Content	Collateral quantity	Loan balance (in million dong)
1	I. HSX	x	x
2	Code ...	x	x
3	Code ...	x	x
4	II. HNX	x	x
5	Code ...	x	x
6	Code ...	x	x
7	Total		x

Note: Apply to 50 or more security codes for margin trading loans

Table II.9 Entrusted Management of Investor Personal Trading Accounts

month/year

No.	Customer Type	Total entrusted accounts			Entrusted value (in million dong)
		Beginning of period	End of period	Increase/Decrease
(1)	(2)	(3)	(4)	(5)	(6)
1	Domestic
2	Overseas
	Total

Note:

- Columns (3), (4): Calculated based on the first/last day of the month (first/last trading session of the month).

- Columns (3), (4), (5), (6): Input in numeric format "Number". For negative numbers, enclose in parentheses ( ).

Table II.10 Holding Situation of Listed Securities

month/year

No.	Type of securities	Quantity of securities held	Value of securities held (in million dong)	Total number of securities in circulation issued by the issuer at the time of reporting	Ownership ratio (%)
(1)	(2)	(3)	(4)	(5)	(6)=(3)/(5) *100
1	I. Stocks		x
2	A	x	x	x	x
3	…	x		x	x
4	II. Fund Certificates		x
5	A	x	x	x	x
6	…	x	x	x	x
7	Total (I+II)		x

Note:

- Column (2) lists specific securities by code (for listed and registered securities).

- Column (3) includes securities currently held by the securities company, excluding those in transit.

- Securities held under securities forward transactions must be excluded from this section.

- Value calculated based on purchase price.

Table II.11 Investment and Capital Contribution in Other Organizations

Quarter/year

No.	Investment portfolio	End-of-period value							Remarks
		Shares			Capital contribution to business organizations/projects		Fixed assets (in million dong)	Corporate bonds (in million dong)
		Number of shares held	Value of shares held (in million dong)	Investment ratio (%)	Value (in million dong)	Investment ratio (%)
(1)	(2)	(3)	(4)	(5)	(7)	(8)	(9)	(10)	(11)
1	I. Domestic investment		x		x			x
2	Company A	x	x	x				x
3	Project B				x	x
4	II. Overseas investment		x		x			x
5	Company A	x	x	x				x
6	Project B				x	x
7	Total (I+II)		x		x		x	x
8	Total*
9	III. Ratio of investment in fixed assets						x
10	IV. Ratio of investment in corporate bonds							x
11	V. Ratio of investment in stocks, capital contributions, and business projects	x

Note:

Total* = Total value of listed stocks (from Table II.10) + total value of column (4) + Total value of column (7)

Investment ratio in stocks, capital contributions, and business projects = Total*/Shareholders' equity of the securities company

Fixed asset investment ratio = Remaining value of fixed assets/Total assets of the securities company

Corporate bond investment ratio = Total value of corporate bonds/Shareholders' equity of the securities company

Investment ratio in column (5) = Number of unlisted shares owned by an organization/the number of shares in circulation of that organization

Investment ratio in column (8) = Capital contribution/Shareholders' equity of the securities company

Table II.12 Underwriting Securities Issuance Activities

Semi-annually/yearly

Unit: million dong

No.	Name of issuing organization	Type of securities underwritten		Form of underwriting	Total underwriting value	Difference between short-term assets and short-term liabilities
		Shares	Bonds
(1)	(2)	(3)	(4)	(5)	(6)	(7)
	...

Note: Data taken from the most recent quarterly report.

Columns (6), (7): Enter in number format “Number”.

Table II.13 Consulting and Service Provision Activities

Semi-annually/yearly

No.	Type of activity	Number of contracts	Increase/Decrease in number of contracts during the period
(1)	(2)	(3)	(4)
	I. Securities Investment Consulting
	II. Financial Consulting
	1. Consulting ...
	2. Consulting ...
	III. Other Services:
	1. …..
	2. …..

Columns (3), (4): Enter in number format (“Number”). Negative numbers should be enclosed in parentheses ( ).

General Notes:

- File type: Excel

- Font: Times New Roman, size 12

 

(GENERAL) MANAGER (Signature, full name)

INTERNAL CONTROL DEPARTMENT RESPONSIBILITY (Signature, full name)

(DIRECTOR GENERAL) (Signature, full name, stamp)

 

ANNEX III

BASIC CONTENTS OF THE SECURITIES TRADING ACCOUNT OPENING CONTRACT BETWEEN THE SECURITIES COMPANY AND THE CUSTOMER
(Annexed to Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance)

1. Parties to the contract

a) Securities Company

- Main office address:

- Legal representative/Authorized person

+ Full name:                                        Position:

+ ID card/Identity card number or passport number (foreigner): ...issued on ...by ...

+ Authorization decision number ...on ...month ...year...

b) Individual customer

- Full name:

+ ID card/Identity card number or passport number (foreigner): ...issued on ...by ...

- Permanent residence address:

- Contact phone number:

c) Organizational customer

- Organization name:

- Address:                                                Phone:

- Business registration certificate:

- Legal representative/Authorized person:

+ Full name                                   Position

+ ID card/Identity card number or passport number (foreigner): ...issued on ...by ...

+ Authorization decision number ...on ...month ...year,...

+ Contact phone number:

2. Specific agreement terms

a) Methods of receiving orders from the company;

b) Margin requirements for buying/selling securities applied;

c) Agreement on interest rates on the balance of securities trading deposits;

d) Term and method of handling assets in case the customer is unable to make timely payments;

đ) Agreement on the time and method for converting foreign currency to Vietnamese dong in cases where securities trading funds are in foreign currency;

3. Provisions regarding rights and obligations of the parties involved;

a) Rights and obligations of the customer (ownership of money, securities, and profits associated with such money and securities; provision of information upon request of the company, payment of transaction fees...);

b) Rights and obligations of the securities company (collection of transaction fees, custody, execution of other lawful mandates agreed with the customer; safekeeping and preservation of money and securities for the customer, execution of transactions, confidentiality of information, provision of information upon request of the customer...);

4. Provisions regarding other agreements;

a) Liability for breach of contract, this provision specifies:

- The customer is entitled to compensation for damages if the company breaches its obligations under this Contract;

- Level of compensation for damages: to be specifically agreed upon by the parties or as provided by law;

b) Method of handling accounts in case the company withdraws brokerage services, dissolves, or has its license revoked;

c) Circumstances for terminating the contract prematurely;

d) Term of validity of the contract;

đ) Resolution of disputes arising;

Other agreements as mutually agreed and in compliance with applicable laws;

 

ANNEX IV

MODEL RISK MANAGEMENT REPORT
(Annexed to Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance)

NAME OF SECURITIES COMPANY -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: .../BC-	..., date......month.....year.....

 

REPORT

Risk Management

To: State Securities Commission

I. Risk Management Structure

1) Members of the Board of Directors/Board of Members/Owners

-

-

2) Members of the Audit Committee/Internal Audit Board

-

-

3) Members of the General Management Board/Management Board

-

-

II. Documentation, Procedures, and Regulations on Risk Management

1) Organizational structure of the risk management system

- Functions and responsibilities of each member within the risk management system

- Delegation of decision-making authority and responsibility of each member

2) Risk policy

3) Risk limits and measurement

a) Risk limits and measurement for each business activity

b) Risk limits and measurement for all business activities

4) Risk identification process

5) Contingency plan

III. Company's Supervisory and Monitoring Work on Risk Management

1) Content of supervision and monitoring

a) Compliance with securities and securities market laws and other relevant legal regulations.

b) Compliance with the company's procedures and regulations

2) Number of inspections in a year

3) Inspection result report

IV. Evaluation of Independence to Prevent Conflicts of Interest

1. Honesty, avoiding conflicts of interest for company managers

2. Transactions with related parties

3. Transactions with shareholders and related parties of company managers

4. Ensuring the legitimate rights of those with interests related to the company

 

(DIRECTOR GENERAL) (Signature, full name, stamp)

 

 

[1] This consolidated document is derived from the following two Circulars:

- Circular No. 121/2020/TT-BTC dated December 31, 2020 issued by the Minister of Finance on the operation of securities companies.

- Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market.

This consolidated document does not replace the above two Circulars.

[2] Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market is based on the following grounds:

“Pursuant to the Securities Law dated November 26, 2019;

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;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues Circular No. 68/2024/TT-BTC dated September 18, 2024 amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market."

[3] This Clause is amended and supplemented pursuant to Clause 1, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market, which shall take effect from November 2, 2024.

[4] This Clause is amended and supplemented pursuant to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market, which shall take effect from November 2, 2024.

[5] This Clause is amended and supplemented pursuant to Clause 2, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market, which shall take effect from November 2, 2024.

[6] This Clause is amended and supplemented pursuant to Clause 3, Article 3 of Circular No. 68/2024/TT-BTC dated September 18, 2024 issued by the Minister of Finance amending and supplementing certain provisions of circulars governing securities trading on the securities trading system; settlement and payment of securities transactions; operations of securities companies and disclosure of information on the securities market, which shall take effect from November 2, 2024.

[7] Article 5 of Circular No. 68/2020/TT-BTC dated September 18, 2024, issued by the Minister of Finance, amending and supplementing certain provisions of Circulars governing securities transactions on the securities trading system; securities transaction settlement and netting; activities of securities companies; and information disclosure on the securities market, shall take effect from November 2, 2024, and is hereby stipulated as follows:

"Article 5. Implementation Provisions

1. This Circular takes effect from November 2, 2024.

2. The Vietnam Securities Depository and Central Counterparty Corporation shall carry out securities transaction settlement and netting, and manage and utilize the payment support fund in accordance with Article 35a and Clause 3 of Article 45 of Circular No. 119/2020/TT-BTC until the central counterparty mechanism for securities transaction settlement is officially implemented.

3. The State Securities Commission, the Vietnam Stock Exchange, the Hanoi Stock Exchange, the Ho Chi Minh City Stock Exchange, the Vietnam Securities Depository and Central Counterparty Corporation, securities companies, depository participants, and other related organizations and individuals are responsible for implementing this Circular.”