Circular No. 51/2021/TT-BTC guiding the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

CIRCULAR

Guidelines on the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market

___________________

Pursuant to the Securities Law promulgated on 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. 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 to guide the obligations of organizations and individuals in foreign investment activities on the Vietnamese securities market.

Article 1. Scope of Regulation and Applicability

1. These Circulars guide the implementation of Clause 6, Article 138 of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing certain provisions of the Securities Law (hereinafter referred to as Decree No. 155/2020/ND-CP) regarding the obligations of foreign investors, service providers for foreign investors, and other related organizations and individuals in foreign investors' investment activities on the Vietnamese securities market.

第二条 组织和实施奖励工作的支出水平，如政府第152/2025/NĐ-CP号决定关于分级授权和奖励领域的分权规定

a) Foreign investor, group of associated foreign investors;

b) Depository members, clearing members, securities companies, investment fund management companies, branches of foreign investment fund management companies in Vietnam, issuers of depositary receipts abroad, economic organizations where foreign investors hold more than 50% of the charter capital;

c) Vietnam Securities Depository and Clearing Corporation, Vietnam Stock Exchange and its subsidiaries;

d) Other relevant agencies, organizations, and individuals.

Article 2. Interpretation of Terms

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

1. Certified copy is a copy issued from the original book or a certified copy by an authorized agency or organization or a copy that has been verified to match the original.

2. Authorized representative of a foreign organization is:

a) Chairman of the Board of Directors, Chairman of the Board of Members, General Director (Director), Company Secretary, owner of the foreign organization;

b) The person authorized under the Articles of Association of the foreign organization or according to the capital contribution agreement or equivalent documents of the foreign organization having sufficient authority to sign documents representing the foreign organization;

c) A person authorized in writing by the subjects specified in points a and b of this clause, confirmed by a notary public abroad or recognized by a lawyer or notary public abroad as having sufficient authority to represent the foreign organization in accordance with foreign law.

3. Trading representative is an individual in Vietnam meeting the requirements stipulated in Clause 4, Article 138 of Decree No. 155/2020/ND-CP, authorized by foreign investors to conduct transactions, invest in securities on the Vietnamese securities market, disclose information, and report to competent state agencies in accordance with Vietnamese law.

4. Group of associated foreign investors includes foreign organizations that are related parties having relations with each other in one of the following cases:

a) Foreign funds, foreign organizations managed by the same domestic or foreign investment fund management company;

b) Fund of funds or portfolios of the same fund, sub-funds of the same fund, master-feeder fund where the lead fund is financed by one or more feeder funds;

c) Portfolios of the same foreign investment fund or the same foreign investor, including cases where they are deposited in different depository accounts;

d) Portfolios of the same foreign investment fund or the same foreign investor, including cases where they are deposited in different depository accounts;

d) Foreign funds, foreign investors sharing the same trading representative.

5. Depository bank is a commercial bank, foreign bank branch granted a Membership Certificate for Depository by the Vietnam Securities Depository and Clearing Corporation.

Article 3. Indirect Investment Capital Account

2. When receiving entrusted capital as provided in point b, Clause 1, Article 138 of Decree No. 155/2020/ND-CP, investment fund management companies, branches of foreign investment fund management companies in Vietnam shall open an indirect investment capital account to accept capital from foreign investors without an indirect investment capital account. In this case, the indirect investment capital account will be named after the investment fund management company, branch of a foreign investment fund management company in Vietnam.

Article 4. Securities Deposit Account

1. After being granted a securities trading code, foreign investors, issuers of depositary receipts abroad shall open a securities depository account in accordance with laws on registration, depository, clearing, and securities transaction settlement.

2. Foreign investors, issuers of depositary receipts abroad shall open a securities depository account at a depository bank based on the principle that each securities trading code issued allows only one securities depository account to be opened at one depository bank. In addition to the securities depository account at the depository bank, foreign investors, issuers of depositary receipts abroad may open a securities depository account at a securities company based on the principle that only one securities depository account can be opened at each securities company.

3. When transferring a securities depository account from an old depository bank to a new depository bank, foreign investors, issuers of depositary receipts abroad must close the securities depository account at the old depository bank after transferring all balances on this account to the securities depository account at the new depository bank. Procedures for transferring securities between securities depository accounts shall be carried out in accordance with laws on registration, depository, clearing, and securities transaction settlement.

Article 5. Obligations in securities market investment activities in Vietnam

1. Foreign investors, trading representatives of foreign investors must ensure that their investment transactions on the Vietnamese securities market and transactions carried out by related persons, groups of related foreign investors do not aim to create artificial supply and demand, manipulate stock prices, and other prohibited trading behaviors as prescribed by law.

2. Foreign investors, issuers of depositary receipts abroad shall fulfill their obligation to declare, pay, and settle taxes, fees, charges, and service fees related to securities activities in Vietnam in accordance with Vietnamese law.

3. Foreign investors, groups of related foreign investors shall fulfill their obligation to report ownership and disclose information about securities transactions in accordance with laws on information disclosure on the securities market, following the principles below:

a) Foreign investors themselves perform or designate one depository member or one securities company or one investment fund management company or their own representative office (if any) or another organization or authorize one individual to perform the obligation to report ownership and disclose information in accordance with laws on information disclosure on the securities market;

Notifications regarding the designation or change of organizations or individuals performing the obligations of reporting ownership and disclosing information must be prepared according to the form prescribed in Appendix I accompanying this Circular and submitted to the State Securities Commission, the subsidiary of the Vietnam Stock Exchange within twenty-four hours from the time the designation or authorization becomes effective, accompanied by a valid copy of the License for Establishment and Operation or Business Registration Certificate or Fund Registration Certificate or equivalent document of the designated organization; or accompanied by a valid copy of the identity card or citizen identification card or passport still in effect or other lawful personal identification of the authorized individual.

c) In cases where there is a change in the number of foreign investors in the group of related foreign investors but there is no change in the organizations or individuals performing the obligations of reporting ownership and disclosing information, the designated or authorized organizations or individuals to report ownership and disclose information shall be responsible for reporting to the State Securities Commission, the subsidiary of the Vietnam Stock Exchange within seven working days from the date of such change. The reporting documents include:

- An updated list of changes in the group of related foreign investors according to the form prescribed in Appendix II attached hereto;

- A designation or authorization document of the new foreign investor regarding the performance of the obligation of reporting ownership and disclosing information according to the form prescribed in Appendix I accompanying this Circular (in case of adding a new foreign investor participating in the group of related foreign investors).

d) Foreign investors, groups of related foreign investors shall be responsible for providing full information about their securities ownership status to ensure that the designated organization or authorized individual can fully perform the obligations of reporting ownership and disclosing information in accordance with the law.

đ) Foreign investors, groups of related foreign investors shall simultaneously fulfill the obligations of reporting ownership and disclosing information. The obligations of reporting ownership and disclosing information shall be performed in accordance with the laws on disclosure of information in the securities market.

Article 6. Obligations in Providing Services to Foreign Investors

1. Securities companies, investment fund management companies, branches of foreign investment fund management companies in Vietnam, economic organizations with foreign investors holding more than fifty percent of the charter capital when providing services to foreign investors must ensure:

a) Compliance with all securities and stock market laws;

b) When providing services and participating in stock auctions on behalf of foreign investors, securities companies, investment fund management companies, branches of foreign investment fund management companies in Vietnam must separate the trading orders and investment instructions of foreign investors from those of domestic investors (if any) and their own, ensuring compliance with the legal provisions on the proportion of foreign ownership in Vietnamese enterprises.

c) Have the responsibility to allocate assets fairly and reasonably for each client in accordance with the contracts concluded.

2. When executing transactions for foreign investors, representatives of foreign investors must ensure:

a) Compliance with securities laws and related laws;

b) To strictly follow the trading and settlement instructions of foreign investors, not directly making investment decisions including selecting the type of securities, quantity, price level, and timing of transactions without receiving trading orders or investment instructions from foreign investors.

3. Vietnam Securities Depository and Central Depository Corporation, depository members, clearing members, securities companies, investment fund management companies, branches of foreign investment fund management companies in Vietnam when providing services to foreign investors have the responsibility to keep confidential information about foreign investors in accordance with relevant laws and provide complete, accurate, and timely information to competent state management authorities upon request.

4. Vietnam Securities Depository and Central Depository Corporation has the responsibility to establish and operate an online securities trading code registration system, promulgate regulations on online securities trading code registration.

5. Vietnam Securities Depository and Central Depository Corporation shall specify the forms of reminders, reprimands, and suspension of the use of the online securities trading code registration system by depository members in cases where depository members fail to submit the required list of registration documents and reports on changes in information of organizations and individuals in accordance with Clause 1 and 2 of Article 146 and Clause 2 of Article 148 of Decree No. 155/2020/NĐ-CP in full and on time.

6. In cases where the State Securities Commission requests it, Vietnam Securities Depository and Central Depository Corporation shall have the obligation to suspend or terminate the use of the online securities trading registration system by depository members.

7. Upon discovering that depository members make false declarations of information for securities trading code registration, fictitious securities trading code registration, or incorrect objects, Vietnam Securities Depository and Central Depository Corporation shall have the obligation to report to the State Securities Commission and implement the suspension or termination of the use of the online securities trading registration system by depository members after obtaining approval from the State Securities Commission. In this case, the depository member shall bear all responsibilities, including financial obligations for transactions conducted on accounts opened based on that securities trading code.

8. Depository members may only register securities transaction codes, cancel securities transaction codes, and report changes to information related to securities transaction codes for organizations and individuals after receiving all required documentation as stipulated in Clause 1, Article 146, Clause 2, Article 147, and Clause 2, Article 148 of Decree No. 155/2020/NĐ-CP. In addition to notarized and certified documents, depository members are responsible for the accuracy of copies of documents provided by them.

9. Depository members must establish and retain records and documents regarding deposit activities on deposit accounts of organizations and individuals who have been assigned securities transaction codes, and provide such records and documents when requested by competent regulatory authorities as prescribed by law.

10. Settlement members must retain all documents related to settlement and payment of securities transactions for organizations and individuals who have been assigned securities transaction codes, and provide complete, timely, and accurate information and relevant documents concerning settlement and payment of securities transactions when requested by competent regulatory authorities as prescribed by law.

Article 7. Reporting System

1. Depository members must report monthly statistical data on deposit accounts and investment portfolios of foreign investors and issuers of depositary receipts abroad to the State Securities Commission according to the form specified in Appendix III attached hereto. If the depository member is a branch of a foreign credit institution or a wholly foreign-owned credit institution established in Vietnam, it must also supplement reports on its investment activities and investment portfolios according to the form specified in Part III of Appendix III attached hereto.

2. The deposit banks where foreign investors and issuers of depositary receipts abroad open indirect investment capital accounts must report bi-weekly to the State Securities Commission about the capital flow activities of foreign investors and issuers of depositary receipts abroad on these accounts according to the form specified in Appendix IV attached hereto.

3. Securities companies, fund management companies, and branches of foreign fund management companies in Vietnam must report monthly to the State Securities Commission about their portfolio management activities and directed investments for foreign investors according to the form specified in Appendix V attached hereto.

4. Vietnam Securities Depository and Clearing Corporation must report monthly to the State Securities Commission about the issuance of securities transaction codes according to the form specified in Appendix VI attached hereto.

5. Subsidiaries of the Vietnam Stock Exchange must report periodically (date, month, year) to the State Securities Commission about the trading activities of foreign investors and issuers of depositary receipts abroad according to the form specified in Appendix VII attached hereto.

6. Trading representatives of foreign investors must report about directed investments for foreign investors according to the form specified in Appendix VIII attached hereto upon request of the State Securities Commission.

7. In case the State Securities Commission requests, Vietnam Securities Depository and Clearing Corporation, the Vietnam Stock Exchange, subsidiaries, securities companies, fund management companies, branches of foreign fund management companies in Vietnam, depository members, settlement members, trading representatives, and direct foreign investors must report and provide lists, data, information, and other relevant documents concerning the activities of foreign investors.

8. The deadlines for submitting reports as stipulated in Clauses 1, 2, 3, 4, and 5 of this Article are as follows:

a) Before 18:00 each day for daily reports;

b) Within three working days from the 15th day of each month (for the first two weeks' report) and within three working days from the end of the month (for the last two weeks' report) for reports on the capital flow activities of foreign investors.

c) Within five working days from the end of the month for monthly reports;

d) Within ninety days from the end of the year for annual reports.

9. The period for finalizing periodic reporting data as stipulated in Clauses 1, 2, 3, 4, and 5 of this Article is as follows:

a) For bi-weekly reports: from the first day of the reporting month to the 15th day of the reporting month, and from the 16th day of the reporting month to the last day of the reporting month (except for data reflecting at a specific point in time).

b) For monthly reports: from the first day of the reporting month to the last day of the reporting month (excluding data reflecting at a specific point in time);

c) For annual reports: from January 1 to December 31 of the reporting year (excluding data reflecting at a specific point in time).

Article 8. Implementation clause

1. This Circular takes effect from August 16, 2021, and replaces Circular No. 123/2015/TT-BTC dated August 18, 2015, issued by the Minister of Finance guiding foreign investment activities on the Vietnamese securities market.

2. Activities under this Circular apply to the Vietnam Securities Depository and Clearing Corporation until it officially operates as prescribed by the Securities Law.

3. Activities under this Circular apply to the Vietnam Stock Exchange and its subsidiaries until they officially operate as prescribed by the Securities Law.

Article 9. Implementation Organization

The State Securities Commission, Vietnam Securities Depository and Clearing Corporation, the Vietnam Stock Exchange and its subsidiaries, securities companies, fund management companies, branches of foreign fund management companies in Vietnam, depository members, settlement members, issuers of depositary receipts abroad, and related organizations and individuals are responsible for implementing this Circular./.

Appendix I
REPORTING AND DISCLOSURE MANDATE FORM
INFORMATION OF GROUPS OF AFFILIATED FOREIGN INVESTORS

of the Minister of Finance)

MANDATE FOR INFORMATION DISCLOSURE REPRESENTATIVE
BY GROUPS OF AFFILIATED FOREIGN INVESTORS

Respectfully submitted to:

State Securities Commission / State Securities Commission;

Stock Exchange.

We are:

For individuals: Valid passport or other lawful personal identification; for organizations: Business Registration Certificate/License of Establishment and Operation or equivalent legal document.

For individual investor: valid Passport/social security No; for organizational investor: Certificate of Incorporation/Certificate of Business Registration No or equivalent legal document.

** Form specified as one of the below:

a) Foreign funds managed by one local or foreign investment manager;

b) Fund of funds or portfolios/sub-funds of a master fund; master-feeder fund;

c) Portfolios of a foreign Multiple Investment Managers Fund - MIMF;

d) Portfolios of an investment organization belonging to foreign governments or an international financial institution where Vietnam is a member, custodied in different accounts;

đ) Portfolios of a fund or a foreign investor which are custodied in different accounts;

e) Foreign funds, organizations or portfolios having the same trading representative.

We hereby appoint the following institution or individual:

(Full name of appointed institution/individual for information disclosure and reporting):

This designation/authorization shall be effective from the date... until a change or cancellation notice in writing is provided by us.

This appointment/authorization takes effect from .../.../..., unless otherwise notified in another written notification by us.

This Appointment replaces the Appointment dated

This Mandate replaces the Mandate dated…

Commitment: (effective from the date signed)

Declaration: (effective from the date this registration is signed)

1. We hereby declare that the information stated above and the contents of all attached documents are entirely accurate and truthful.

We hereby certify that all the information above is correct, the attached documents and the contents therein are true and accurate.

2. We hereby commit to comply with Vietnamese law regarding reporting and disclosure obligations.

We hereby commit to comply with the Vietnamese law on disclosure and reporting.

3. We hereby certify that all the above information is entirely correct.

We hereby certify that all information above is correct.

Attachments: …

Applicants: …

Names and Signatures of Authorized Signatory: …

Title: …

Execution Date: …

Appendix II/ Appendix II
UPDATE OF GROUP LIST
FOREIGN INVESTORS ASSOCIATED

UPDATED LIST OF AFFILIATED FOREIGN INVESTORS

To:

State Securities Commission / State Securities Commission;

Stock Exchange.

1. We are: (information about the designated organization/individual authorized to make reports on ownership and publish information):

We are: (Information about the appointed organization/ individual authorized to make report on the ownership and publish information)

For individuals: Valid passport or other lawful personal identification; for organizations: Business Registration Certificate/License of Establishment and Operation or equivalent legal document.

For an individual investor: valid Passport/social security No; for organizational investor: Certificate of Incorporation/Certificate of Business Registration No or equivalent legal document.

2. As the appointed/authorized party to report on ownership and disclose information on behalf of the group of affiliated foreign investors, we would like to report the updated list of the affiliated foreign investors as follows:

We, as the appointed/authorized party to report on ownership and disclose information on behalf of the group of affiliated foreign investors, would like to report the updated list of the affiliated foreign investors as follows:

We hereby certify that the information contained herein is complete, accurate and each foreign investor of the group was informed about the latest list of affiliated foreign investor.

We hereby certify that the information contained herein is complete, accurate and each foreign investor of the group was informed about the latest list of affiliated foreign investor.

Signature of appointed organization/authorized individual to report on ownership and disclosure.

In case of individual:

Full name, signature of authorized individual:…

In case of organization:

Name of appointed Organization: …

Full name, signature of legal representative/authorized representative and seal – if any: …

Title: …

Announcement date: …

ANNEX III
SAMPLE REPORT ON THE PORTFOLIO OF FOREIGN INVESTORS, ORGANIZATIONS ISSUING SECURITIES ABROAD

(Annexed to Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

REPORT
Foreign investors' securities depository activities, foreign issuers' securities depository certificates
(Month/year)

To: State Securities Commission

I. Detailed Report According to the List

II. Portfolio Structure Report According to Investment Proportions of Organizations and Individuals

Note.

1) Value calculated based on market price at the time of reporting; treasury bills, bonds, depository certificates and stocks without transactions are valued at face value or purchase price;

2) Value of assets calculated in VND;

3) The portfolio value of organizations and individuals is arranged in descending order.

III. Securities Business Activities of Depository Members which are Branches of Foreign Credit Institutions and 100% Foreign-Owned Credit Institutions Established in Vietnam

1) The value of securities calculated based on the market price at the reporting date;

For securities without transactions, value calculated based on purchase price or par value; 2) Asset value calculated in VND units.

We hereby undertake full responsibility for the truthfulness, completeness, and accuracy of the contents of this Report.

REGULATIONS ON THE CERTIFICATE DESIGN FOR OUTSTANDING RURAL INDUSTRIAL PRODUCTS
SAMPLE REPORT ON CAPITAL TRANSFER ACTIVITY OF FOREIGN INVESTORS,
ORGANIZATIONS ISSUING SECURITIES ABROAD

(Annexed to Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

No.:...

..., date..., month..., year...

REPORT
Funds transfer activity of foreign investors and organizations issuing depository receipts abroad

To: State Securities Commission

1) Includes the value of currency conversion between VND and foreign currencies at spot transactions, forex forwards expiring within the period, and swaps. 2) The inflow capital during the reporting period is arranged in descending order.

Appendix V
SAMPLE REPORT ON ASSET MANAGEMENT ACTIVITY FOR FOREIGN INVESTORS
(Annexed to Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

REPORT
Asset management/portfolio designation activity for foreign investors
(Month.../year...)

To: State Securities Commission

I. Report on asset management activities

1. Detailed information about portfolio management contracts generated, terminated, or expired during the period

For individuals: Valid passport or other lawful personal identification; for organizations: Business Registration Certificate/License of Establishment and Operation or equivalent legal document

2. Transaction situation according to portfolio management contracts during the period

II. Report on investment activities according to designation

1. Detailed information about investment designation contracts generated, terminated, or expired during the period

For individuals: Valid passport or other lawful personal identification; for organizations: Business Registration Certificate/License of Establishment and Operation or equivalent legal document

In case of managing investment portfolio on customer account

*Contract status (misunderstanding, perfect settlement, expiration)

2. Transaction situation of investment designation contracts during the period

Details: Value calculated based on market price or par value (if there is no market price), in VND units.

III. Recommendations

We hereby undertake full responsibility for the truthfulness, completeness, and accuracy of the contents of this Report.

(Annexed to Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

Appendix VI

SAMPLE REPORT ON TRADING CODE ACTIVITY

REPORT
Activity of assigning transaction codes for securities
(Month.../year...)

To: State Securities Commission

I. General Information

Provide detailed information about the name and contact address of the securities service provider in Vietnam (Trading representative/securities company/investment fund management company),

III. Changes of foreign investors, economic organizations with foreign investment capital, organizations issuing depository receipts abroad during the reporting period

** Changes according to Article 148 of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing implementation of certain provisions of the Securities Law.

LEGAL REPRESENTATIVE OR AUTHORIZED AGENT

Note: ... (Signed, full name, stamped if applicable) (Issued together with Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

Appendix VII
TEMPLATE OF REPORT ON FOREIGN INVESTOR TRADING ACTIVITY AND FOREIGN ISSUER OF DEPOSITARY RECEIPTS TRADING ABROAD

REPORT
Trading situation of foreign investors and organizations issuing depository receipts abroad
(Date.../Month.../Year...)

To: State Securities Commission

I. Trading of foreign investors and organizations issuing depository receipts abroad

Note: Value calculated based on market price or face value, purchase price (in case there is no market price)

II. Details of over-the-counter securities transactions of foreign investors and issuers of depositary receipts abroad

Note: Value = Volume x Price

Content: LEGAL REPRESENTATIVE

As above, Law Or authorized

Vietnam Securities Exchange; (Specify unit name if applicable)

Appendix VIII
SAMPLE FOREIGN INVESTOR'S INVESTMENT ACTIVITY REPORT
(Annexed to Circular No. 51/2021/TT-BTC dated June 30, 2021 of the Minister of Finance)

REPORT
FOREIGN INVESTOR'S INVESTMENT ACTIVITY SITUATION

To: State Securities Commission

1. Detailed information about foreign customers ** Contract status (valid, expired, or terminated)

2. Trading situation of foreign investors (including buying activities, directed investment)

TRADING REPRESENTATIVE

Enter page (Signed, full name)

JAMM