Circular No. 58/2004/TT-BTC guiding Members and Securities Transactions

Circular No. 58/2004/TT-BTC guides members and securities transactions on centralized securities markets. This Circular stipulates conditions for securities companies to become members, rights and obligations of members, as well as regulations on securities transactions including stock trading, investment fund certificates trading, takeover transactions of listed organizations, and foreign investor transactions.

문서 번호58/2004/TT-BTC
문서 유형Circular
발행 기관Ministry of Finance
서명자Lê Thị Băng Tâm — Thứ trưởng
업데이트30. 06. 2026
산업Finance
분야OtherBanking-Finance and Financial MarketsBonds
발행일17. 06. 2004
발효일19. 07. 2004
효력 만료일12. 11. 2007
상태Expired
✦ 스마트 요약

Circular No. 58/2004/TT-BTC guides members and securities transactions on centralized securities markets. This Circular stipulates conditions for securities companies to become members, rights and obligations of members, as well as regulations on securities transactions including stock trading, investment fund certificates trading, takeover transactions of listed organizations, and foreign investor transactions.

적용 범위

Securities companies, members of the Securities Trading Exchange or Stock Exchange, clients of securities companies, listed organizations, and foreign investors.

핵심 사항

  • A securities company must have a Securities Business License and meet conditions regarding order reception, transmission systems, and terminal stations to become a member.
  • Members may conduct securities transactions at the Securities Trading Exchange or Stock Exchange, use the Exchange's equipment and infrastructure, charge service fees to clients, and request the Exchange to mediate disputes.
  • Members must comply with reporting and information disclosure requirements and pay fees to the Securities Trading Exchange or Stock Exchange as prescribed by law.
  • Securities transactions are conducted through matching orders or agreements within specified price fluctuation limits and quotation units.
  • Listed companies wishing to repurchase treasury shares must obtain permission from the State Securities Commission and may not sell treasury shares for six months following the most recent repurchase.

🌐 이 문서의 사회적 영향

  • Positive impact: Establishes clear legal grounds for securities companies' operations and securities transactions, enhancing securities market management.
  • Negative impact: May impose additional costs on securities companies due to technical system requirements and registration procedures.
  • Beneficiaries: Securities companies, their clients, Securities Trading Exchanges or Stock Exchanges. Affected parties: Listed companies, foreign investors.

❓ 자주 묻는 질문

What conditions must a securities company meet to become a member?

A securities company must hold a Securities Business License and satisfy conditions concerning order reception, transmission systems, and terminal stations (Article 1).

How do members conduct transactions?

Members may conduct securities transactions at the Securities Trading Exchange or Stock Exchange through matching orders or agreements (Article 7).

When can a listed company repurchase its own shares?

A listed company wishing to repurchase its own shares must obtain permission from the State Securities Commission and may not sell treasury shares for six months following the most recent repurchase (Article 15).

What must a foreign investor do to open a securities trading account?

Foreign investors must apply for a securities trading code with the Securities Trading Exchange or Stock Exchange through a depositary member, submitting specific documentation (Article 19).

What reporting obligations does a listed company have when conducting a takeover?

During a takeover, a listed company must report in writing to the State Securities Commission and notify the listed organization about the acquisition (Article 17).

전문

CIRCULAR

Guidelines on Members and Securities Transactions

_____________________

Implementing Decree No. 144/2003/NĐ-CP dated November 28, 2003 of the Government on securities and the securities market (Decree No. 144/2003/NĐ-CP), the Ministry of Finance issues guidelines on Members and Securities Transactions as follows:

I. GENERAL PROVISIONS

1. These Circulars regulate members of the Securities Trading Center (STTC) or Stock Exchange (SE) and securities transactions on the centralized securities trading market.

2. In this Circular, the following terms shall be understood as follows:

2.1. Members of the STTC or SE (hereinafter referred to as members) are securities companies approved by the STTC or SE to trade securities through the trading system of the STTC or SE.

2.2 The trading system is a computer system used for trading activities at the STTC or SE.

2.3 The order transmission system is a system that transfers orders from members to the STTC or SE.

2.4 Price fluctuation range is the limit of price fluctuation of securities specified within a trading day, calculated as a percentage (%) relative to the reference price.

2.5 Execution price is the securities price determined from the matching order results.

2.6 Opening price is the execution price at the first match order in the trading day.

2.7 Closing price is the execution price at the last match order in the trading day. In case there is no execution price in the trading day, the closing price will be determined based on the closing price of the nearest trading day.

2.8 Reference price is the basis for calculating the price fluctuation limit of securities within a trading day.

2.9 Limit order is an order to buy or sell securities submitted by investors to brokers to execute at the designated price or better.

2.10 Matched-price trading order (abbreviated as ATO) is an order to buy or sell securities without specifying the price, submitted by investors to brokers to execute at the matched price.

2.11 Terminal station is equipment used to receive or transmit information.

II. MEMBERS OF THE SECURITIES TRADING CENTER OR STOCK EXCHANGE

1. Conditions for Becoming a Member of the STTC or SE

Conditions for a securities company to become a member of the STTC or SE include:

1.1 Being granted a Securities Business License by the State Securities Commission to operate brokerage or proprietary securities business.

1.2 Having an order reception, order transmission system, and terminal stations ensuring connectivity with the trading system of the STTC or SE.

2. Application for Membership

2.1 The membership application package includes:

2.1.1 Membership application form (according to Form TV.GD-01 attached hereto);

2.1.2 Certified copy of the Securities Business License;

2.1.3 Certified copy of the securities business practice certificate of employees assigned as representatives for trading at the STTC or SE;

2.1.4 Operational procedures for securities trading activities of the member.

2.2 Within five working days from receiving a complete and valid application package and completing all necessary procedures for trading operations, the STTC or SE shall issue a written approval for the securities company's membership application. If not approved, the STTC or SE must provide a written explanation of the reasons.

3. Rights of Members

3.1 To trade securities at the STTC or SE.

3.2 To use the equipment, infrastructure, and services provided by the STTC or SE.

3.3 To collect service fees for securities transactions of clients according to the provisions of the law.

3.4 To request the STTC or SE to mediate in disputes related to securities business activities.

3.5 To withdraw from membership status upon approval by the STTC or SE.

4. Obligations of Members

4.1 To comply with the regulations on members of the STTC or SE.

4.2 To be subject to inspection and supervision by the STTC or SE and the State Securities Commission.

4.3 To pay various fees to the STTC or SE as prescribed by law.

4.4 To contribute to the Settlement Support Fund according to the provisions of the law.

4.5 To comply with reporting and disclosure requirements for members as stipulated in the Circular guiding Information Disclosure on the Securities Market.

4.6 To report to the STTC or SE:

4.6.1 Annual and quarterly financial and operational situations of the company according to the law;

4.6.2 Monthly business operation reports according to the Corporate Organization and Operation Regulations of Securities Companies; Monthly securities transaction reports (according to Form TV.GD-02 attached hereto) within the first five days of the following month;

4.6.3 Any relevant information about the member's activities when requested by the State Securities Commission, STTC, or SE if necessary.

5. Termination of Membership Status

A member's membership status will be terminated in the following cases:

5.1 Failure to meet the conditions stipulated in Clause 1, Section II of this Circular.

5.2 Revocation of the Securities Business License according to Clause 2, Article 71 of Decree No. 144/2003/NĐ-CP.

5.3 Serious and systematic violation of the regulations on members of the STTC or SE.

5.4 Voluntary withdrawal from membership status and obtaining approval from the STTC or SE.

6. Trading Representatives of Members

6.1 Trading representatives of members at the STTC or SE are business personnel appointed by the members and issued trading representative cards by the STTC or SE. Trading representative cards have a validity period of two years and can be reissued upon request by the member.

6.2 Trading representatives' activities must comply with the STTC or SE's regulations on trading representatives. Members are responsible for the performance of trading representatives at the STTC or SE.

6.3 Trading representative cards will be revoked in the following cases:

6.3.1 When the member requests the STTC or SE to revoke the trading representative card.

6.3.2 When the trading representative has their securities business practice certificate revoked.

6.3.3 When the trading representative seriously violates the STTC or SE's regulations on trading representatives.

6.4 Trading representative cards can only be reissued six months after revocation.

7. Securities Transactions of Members

7.1. Members must execute listed securities transactions for customers and proprietary trading through the trading system at the Securities Trading Center or Stock Exchange, except for the purchase of odd-lot shares from customers according to the shareholder list registered with the Securities Trading Center or Stock Exchange.

7.2. Members must enter into a written contract when opening a securities trading account for customers in accordance with the regulations on the organization and operation of securities companies.

7.3. Members directly receive securities trading orders from customers via order forms (in accordance with Form TV.GD-03 attached hereto) at their headquarters, branches, trading offices, order-receiving agents. In cases where members receive securities trading orders through telephones, faxes, telexes, the Internet, members require customers to send order forms on the day of trading. Order forms established by customers must be stored at the order-receiving location.

7.4. Members must check the margin trading balance on customers' accounts in accordance with Clause 8 Section III of this Circular before entering securities trading orders into the trading system.

7.5. Members establish and retain an order receipt book (in accordance with Form TV.GD-04 attached hereto) on the day of trading including the following contents:

7.5.1. Securities trading orders received on the day;

7.5.2. Orders executed and not executed on the day.

7.6. Members must notify customers in writing confirming the results of executing their securities trading orders on the same day of execution. The confirmation document is made in two originals, one copy sent to the customer, one copy retained at the member's headquarters.

In case members use other forms of transaction result confirmation, they must be clearly stated in the securities trading account opening contract with customers.

7.7. Members must retain and keep confidential customers' securities trading accounts and transaction records in accordance with the provisions of the law.

7.8. Monthly or upon request of customers, members must provide each customer with a statement of account for money and securities (in accordance with Form TV.GD-05 attached hereto) within five days at the beginning of the following month or within five days after receiving the request.

7.9. Members have the obligation to provide necessary information related to customers' accounts for management, supervision, and inspection purposes as required by the Securities Trading Center or Stock Exchange, the Securities Commission, and competent state authorities.

III. SECURITIES TRADING

1. Trading Time

1.1. The Securities Trading Center or Stock Exchange organizes securities trading from Monday to Friday each week, excluding holidays as stipulated in the Labor Code.

The Chairman of the Securities Commission decides to change trading days if necessary.

1.2. The Securities Trading Center or Stock Exchange specifies the trading time (trading sessions; trading hours; matching times) after obtaining approval from the Chairman of the Securities Commission.

1.3. The Securities Trading Center or Stock Exchange may decide to change trading hours in the following cases:

1.3.1. Trading cannot be conducted as usual due to trading system failures;

1.3.2. When half (1/2) or more of the members of the Securities Trading Center or Stock Exchange suffer system order transmission failures;

1.3.3. Force majeure events such as natural disasters, fires, or other objective incidents.

Upon occurrence of the above events, the Securities Trading Center or Stock Exchange will stop accepting trading orders. Trading activities will resume immediately once the trading system or member order transmission system is restored. If restoration is not possible, the trading session will end at the last matching time.

1.4. Upon occurrence of events specified in Point 1.3 of this Clause, the Securities Trading Center or Stock Exchange will make decisions based on specific circumstances and announce changes to trading times.

2. Trading Methods

2.1. The Securities Trading Center or Stock Exchange organizes securities trading through the trading system in two methods:

2.1.1. The matching method is a trading method implemented by the trading system based on matching buy and sell securities orders from customers according to the following execution price determination principles:

a. The execution price that achieves the largest trading volume;

b. If there are multiple prices satisfying the principle in paragraph a above, the price that matches or is closest to the execution price of the most recent match will be selected;

c. If there are still multiple prices satisfying the principle in paragraph b above, the higher price will be selected.

2.1.2. The negotiated method is a trading method in which members negotiate with each other regarding trading conditions.

2.2. The Securities Commission specifies the application of trading methods for each type of security during different periods.

3. Trading Orders

3.1. Matching method trading orders include limit orders and matching price trading orders entered into the trading system at the Securities Trading Center or Stock Exchange by the member's trading representative.

3.2. During trading time, the trading representative is permitted to amend orders if there is an error in entering the customer's trading order, but must present the original order and obtain approval from the Securities Trading Center or Stock Exchange. An amended order is only effective if the original order has not been executed or the remaining part of the original order has not been executed.

3.3. Orders entered into the trading system cannot be canceled during the same matching round but can be canceled for the remaining part of the original order or the unexecuted portion of the original order from the previous matching round.

3.4. Limit orders entered into the system remain valid until the end of the trading day.

3.5. Matching price trading orders entered into the system are only valid during each matching round.

4. Contents of Trading Orders

4.1. Limit orders entered into the matching method trading system include the following contents:

4.1.1. Buy order, sell order;

4.1.2. Security code;

4.1.3. Quantity;

4.1.4. Price;

4.1.5. Investor's trading account number;

4.1.6. Trading order code in accordance with the regulations of the Securities Trading Center or Stock Exchange.

4.2. Matching price trading orders entered into the trading system have the same content as limit orders, but instead of specifying the price, it is marked as ATO.

5. Trading Units and Quotation

5.1. Even lot trading units under the matching method trading are regulated by the Chairman of the Securities Commission.

5.2. No trading unit is specified for negotiated transactions.

5.3. The quotation unit is specified as follows:

5.3.1. For transactions conducted through the matching method:

Price level

Quotation unit

49,900 VND

100 VND

50.000 - 99.500

500 VND

³ 100.000

1,000 VND

5.3.2. No quotation unit is specified for negotiated transactions.

6. Price Fluctuation Range

6.1. The Chairman of the State Securities Commission shall specify the price fluctuation range for stock and fund certificates transactions on the trading day.

6.2. The price fluctuation range does not apply to bond transactions.

6.3. The price fluctuation limit for securities is determined as follows:

Maximum price = Reference price + (Reference price x price fluctuation range)

Minimum price = Reference price - (Reference price x price fluctuation range)

7. Reference Price

7.1. The reference price for stocks and fund certificates currently traded is the closing price of the most recent trading day.

7.2. In cases where newly listed stocks or fund certificates begin trading, the stock exchange or securities trading center will only accept limit orders on the first trading day without applying the price fluctuation range and will only match orders once. If there is no matched price in the first matching round, additional orders may be accepted in subsequent rounds. The price from this matching round will serve as the reference price for the next trading day. The price fluctuation range will be applied from the next trading day onward.

7.3. In cases where securities have been suspended from trading for over 30 days and then resume trading, the reference price will be determined similarly to the provisions set out in Point 7.2 of this Clause.

7.4. In cases where securities transactions do not include dividends and accompanying rights, the reference price on the non-dividend entitlement date will be determined based on the principle of adjusting the closing price of the most recent trading day according to the dividend value or the value of the accompanying rights.

7.5. In cases of stock splits or consolidations, the reference price on the resumption of trading day will be determined based on the principle of adjusting the closing price of the trading day before the split or consolidation according to the split or consolidation ratio.

7.6. In certain necessary situations, the State Securities Commission may apply other methods to determine the reference price.

8. Margin Trading

When placing a sell order for securities, customers must have sufficient quantities of the securities being sold on their securities account opened at a member. When placing a buy order for securities, the balance in the customer's cash account opened at a member must meet the margin trading ratio conditions stipulated by the Chairman of the State Securities Commission.

9. Matching Order Principles

9.1. Price Priority:

9.1.1. Buy orders with higher prices are given priority for execution;

9.1.2. Sell orders with lower prices are given priority for execution;

9.2. Time Priority: in cases where buy and sell orders have the same price, orders entered earlier into the trading system are given priority for execution.

10. Confirmation of Transaction Results

10.1. The center confirms the results of matched securities transactions to members via the trading representative screen at the stock exchange or securities trading center. The transaction result confirmation includes:

10.1.1. Order number;

10.1.2. Transaction confirmation number;

10.1.3. Security code;

10.1.4. Execution price;

10.1.5. Quantity bought or sold;

10.1.6. Time of transaction execution;

10.1.7. Buy or sell order;

10.1.8. Order symbol;

10.1.9. Customer account number;

10.1.10. Trading representative number of the member;

10.2. Members notify transaction results to customers.

11. Large Lot Stock and Fund Certificate Transactions

11.1. The trading unit for large lot stocks and fund certificates is specified by the Chairman of the State Securities Commission.

11.2. Large lot stock and fund certificate transactions are conducted through negotiated methods. The negotiation process is regulated by the stock exchange or securities trading center. The results of negotiated transactions are displayed on the trading representative screen at the stock exchange or securities trading center, including the following contents:

11.2.1. Security code;

11.2.2. Negotiated transaction confirmation number;

11.2.3. Price;

11.2.4. Volume;

11.2.5. Buyer (or seller);

11.2.6. Transaction status;

11.2.7. Completion time of the transaction on the system;

11.2.8. Member symbols of the buyer and seller and trading representative entering the order;

11.2.9. Investor account number of the buyer (or seller);

11.2.10. Order symbol of the buyer and seller.

12. Small Lot Stock and Fund Certificate Transactions

12.1. Upon customer request, member securities companies are only permitted to repurchase small lot stocks and fund certificates from investors.

12.2. The trading unit for small lot stocks and fund certificates is specified by the Chairman of the State Securities Commission.

12.3. Small lot stock and fund certificate transactions are directly executed between investors and member securities companies based on negotiated prices, but they cannot exceed the price fluctuation range specified by the Chairman of the State Securities Commission compared to the most recent execution price of that stock on the stock exchange or securities trading center.

12.4. Monthly, or upon request of the stock exchange or securities trading center, members are responsible for reporting small lot transaction results to the stock exchange or securities trading center.

13. Investor Securities Transactions

13.1. Investors are not allowed to simultaneously place buy and sell orders for the same type of stock or fund certificate on the same trading day.

13.2. Investors can only have one securities trading account and it must be opened at a single securities company.

13.3. In cases where investors open a securities custody account at a custodian organization that is a commercial bank licensed by the State Securities Commission to operate custody services, they must place securities trading orders through a securities company and settle transactions at the custodian organization where the securities are held.

13.4. The State Bank of Vietnam, credit organizations, and entities authorized to participate in auctions, agency issuance, and guarantee issuance of government bonds must open a bond custody account at the stock exchange or securities trading center and place government bond trading orders through a securities company.

14. Stock Transactions of Internal Shareholders

14.1. Members of the Board of Directors, Management Board, Chief Accountant, members of the Supervisory Board of listed organizations, and persons related to them who intend to trade shares of the same listed company must report in writing to the Stock Exchange Trading Center or the Securities Exchange at least 10 working days before the date of transaction execution. The content of the report shall be in accordance with Form TV.GD-06 attached hereto.

14.2. Within three days from the completion of the transaction mentioned in Point 14.1 of this Clause, the person conducting the transaction must report in writing to the Stock Exchange Trading Center or the Securities Exchange and notify the listed organization:

- Transaction results;

- Current shareholding ratio;

- Change in shareholding ratio.

15. Share repurchase transactions

15.1. A listed organization wishing to repurchase its own shares or sell treasury shares must submit an application for permission and obtain approval from the State Securities Commission. The application must clearly state: purpose of repurchasing and selling treasury shares, volume, source of funds, securities company entrusted to conduct the transaction, method of transaction, account number for trading at the entrusted securities company, time of transaction. A listed organization is not permitted to conduct treasury share transactions on the day it implements the Board of Directors' decision regarding issuance of shares to increase capital, or to split or consolidate shares.

15.2. A listed organization may repurchase no more than 30% of total share capital and must ensure the ability to pay debts and other obligations as stipulated in the Law on Enterprises. In each trading day, a listed organization is only allowed to place orders to repurchase shares or sell treasury shares with a minimum volume equal to 3% and a maximum volume equal to 5% of the total volume requested in the application. In special cases, if a listed organization wishes to transact with a volume exceeding 5% of the volume requested in the application or to execute large block trades through negotiated methods, it must obtain approval from the Stock Exchange Trading Center or the Securities Exchange.

15.3. The purchase price of shares repurchased by a listed organization on the trading day shall not exceed the reference price plus three quotation units. The sale price of treasury shares on the trading day shall not be less than the reference price minus three quotation units.

15.4. If a listed organization simultaneously repurchases a quantity of treasury shares equal to or greater than 25% of the share capital, it must implement through a public tender offer as prescribed in Clause 18, Section III of this Circular.

15.5. A listed organization has the obligation to complete the volume of treasury share transactions registered within ninety days from the date of approval by the State Securities Commission.

15.6. A listed organization is not permitted to resell treasury shares within six months from the last repurchase.

16. Share transactions of major shareholders

16.1. Organizations or individuals holding, or together with related parties holding, up to 5%, 10%, 15%, or 20% of the share capital of a listed organization, and each time there is a transaction increasing or decreasing these levels, must report in writing to the State Securities Commission, the Stock Exchange Trading Center, or the Securities Exchange and notify the listed organization within three working days from the date the transaction reaches, exceeds, or falls below the above ownership ratios. The content of the report shall be in accordance with Form TV.GD-07 attached hereto.

16.2. Organizations or individuals holding, or together with related parties holding, in excess of the above ratios without reporting to the State Securities Commission and the Stock Exchange Trading Center or the Securities Exchange, if discovered, will be compelled to sell the excess portion within thirty days.

17. Takeover transactions of listed organizations

17.1. Organizations or individuals, or together with related parties, intending to hold up to 25% of the share capital or currently holding 25% or more of the share capital of a listed organization, each time there is an intention to conduct a transaction changing their holding ratio, must report in writing to the State Securities Commission, the Stock Exchange Trading Center, or the Securities Exchange and notify the listed organization within three days prior to the transaction date. The content of the report shall be in accordance with Form TV.GD-08 attached hereto.

17.2. Within three days from the completion of the transaction, the acquirer must report in writing to the State Securities Commission, the Stock Exchange Trading Center, or the Securities Exchange and notify the listed organization:

- Transaction results;

- Current shareholding ratio;

- Change in shareholding ratio.

17.3. When the acquirer holds over 80% of the share capital (for companies with a share capital under 100 billion Vietnamese dong) or over 85% of the share capital (for companies with a share capital over 100 billion Vietnamese dong) of one listed organization or the number of shareholders outside the listed organization does not reach fifty shareholders or more, then those shares will be delisted.

17.4. Within ten working days from the date of reaching the holding ratios specified in Point 17.3 of this Clause, the acquirer has the right to make a public tender offer for the remaining shares of the other shareholders or the remaining shareholders have the right to make a public tender offer for their shares to the acquirer, and the acquirer is obligated to purchase those shares according to the public tender offer method prescribed in Clause 18, Section III of this Circular.

17.5. Organizations or individuals, or together with related parties, intending to purchase simultaneously with a volume of 25% or more of the share capital of a listed organization must simultaneously report in writing to the State Securities Commission, the Stock Exchange Trading Center, or the Securities Exchange and notify the listed organization and conduct the transaction through a public tender offer method as prescribed in Clause 18, Section III of this Circular.

18. Public tender offer transactions

18.1. The public tender offer report of the acquirer shall be in accordance with Form TV.GD-09 attached hereto.

18.2. Within seven working days from the date of receiving the notice from the acquirer, the listed organization being acquired must provide its opinions on the acquisition behavior, report in writing to the State Securities Commission, and notify all shareholders of its opinion on the acquisition.

Within ten working days from the date of receiving complete and valid reports from the acquirer, if there are different opinions, the State Securities Commission must issue a response document and clearly state the reasons.

18.3. After ten working days from the date of the report, if the State Securities Commission does not have any different opinions, the acquirer must publicly announce the tender offer on three consecutive issues of one central newspaper and one local newspaper where the listed organization being acquired is headquartered, or on the information dissemination means of the Stock Exchange Trading Center or the Securities Exchange. The tender offer information must clearly include the contents reported to the State Securities Commission as specified in Point 18.1 of this Clause.

18.4. After making public disclosure, the acquirer shall not change the announced acquisition intention, except in the following cases:

18.4.1. Within the public tender offer period, if the total number of shares registered for sale is less than the anticipated purchase volume, the acquirer may report to the State Securities Commission requesting cancellation of the acquisition tender offer, and upon approval, must publicly announce according to the provisions of Point 18.3 of this Clause;

18.4.2. In case of force majeure, the acquirer reports to the State Securities Commission and is approved to withdraw the tender offer to purchase.

18.5. The public tender offer period shall be no less than thirty days and no more than sixty days. During the public tender offer period:

18.5.1. The listed entity subject to acquisition shall not be permitted to issue additional shares or carry out share splitting or consolidation, except in cases where the Board of Directors has made a resolution on such matters prior to the date the acquirer submits the public tender offer report to the State Securities Commission.

18.5.2. The acquirer shall not be permitted to engage in any other transactions with respect to the shares intended for acquisition on the Stock Exchange or Trading Center.

18.6. If the acquirer has a written agreement with members of the Board of Directors and major shareholders of the listed entity intended for acquisition, they must report in writing to the State Securities Commission and publicly announce according to the provisions of Point 18.3 of this Clause.

18.7. Prior to implementing the public tender offer, the acquirer must deposit 100% of the amount equal to the tender offer price multiplied by the quantity registered for purchase.

18.8. The tender offer price shall not be lower than the closing price of the shares intended for acquisition on the Stock Exchange or Trading Center before the tender offer date and shall apply to all shareholders registering for sale.

18.9. Ten working days before the end of the public tender offer period, shareholders have the right to cancel their registration for sale.

18.10. Within seven working days before the end of the public tender offer period, the acquirer may increase the tender offer price and must publicly announce according to the provisions of Point 18.3 of this Clause.

18.11. Shares of shareholders registering for sale shall be transferred from the shareholder's securities trading account to a securities escrow account opened at the Stock Exchange or Trading Center by the depository member and can only be released when the shareholder cancels their registration for sale.

18.12. In the case where the acquirer registers to tender offer for less than eighty percent of the equity capital (for companies with equity capital under one hundred billion Vietnamese dong) or less than eighty-five percent of the equity capital (for companies with equity capital over one hundred billion Vietnamese dong) of the listed entity intended for acquisition, if the quantity of shares registered for sale by shareholders exceeds the quantity registered for tender offer, the acquirer may purchase all the registered sales or implement purchases based on allocation ratios.

In the case where the acquirer registers to tender offer for eighty percent or more of the equity capital (for companies with equity capital under one hundred billion Vietnamese dong) or eighty-five percent or more of the equity capital (for companies with equity capital over one hundred billion Vietnamese dong) of the listed entity intended for acquisition, and at the end of the public tender offer period, the quantity of shares registered for sale by shareholders exceeds the quantity registered for tender offer, the acquirer is obligated to purchase all the registered sales.

18.13. Within five working days from the end of the public tender offer period, the securities company entrusted must execute the transfer of funds and securities to the selling shareholders and the acquirer through the securities and funds settlement system of the Stock Exchange or Trading Center and the designated bank for payment.

18.14. Within five working days from the end of the acquisition, the acquirer must report in writing to the State Securities Commission, Stock Exchange or Trading Center and publicly announce the results of the acquisition according to the provisions of Point 18.3 of this Clause.

The content of the report includes:

- Name, address of the acquirer;

- Name of the listed entity subject to acquisition;

- Quantity and proportion held relative to the total equity capital of the acquired entity.

18.15. Within ten working days from the date of achieving the holding ratios specified in Point 17.3 of Section 17 Part III of this Circular:

18.15.1. Remaining shareholders have the right to tender offer their shares to the acquirer, and the acquirer is obligated to continue purchasing those shares under the conditions of the public tender offer already announced; or

18.15.2. The acquirer has the right to tender offer additional shares from remaining shareholders under the conditions of the public tender offer already announced.

18.16. The acquirer shall not be permitted to sell the purchased shares within six months from the end of the acquisition.

19. Securities transactions of foreign investors

19.1. Foreign investors wishing to open a securities trading account must go through the depository member to process the application for a securities trading code with the Stock Exchange or Trading Center.

The application for a securities trading code includes:

19.1.1. A securities trading code registration form prepared by the depository member (according to Model TV.GD-10 attached to this Circular).

19.1.2. A securities trading code registration form prepared by the customer (according to Model TV.GD-11 attached to this Circular).

19.1.3. Personal information sheet (according to Model TV.GD-12 attached to this Circular); Information sheet about foreign investment organizations (according to Model TV.GD-13 attached to this Circular) and authorized representatives (according to Model TV.GD-14 attached to this Circular), certified by a notary office or competent authority of the home country.

19.1.4. Notarized copy or certified true copy by the competent authority of the home country of the establishment permit and establishment permit of the organization or branch in Vietnam (if any), notarized and certified true copy by the competent authority of Vietnam.

19.1.5. Legal representative designation document of the foreign investment organization (according to Model TV.GD-15 attached to this Circular), certified by the foreign investment organization and the competent authority.

19.2. In the case of a foreign investment organization being an Investment Fund, the accompanying documents include: Notarized copies of the Fund Charter or Memorandum of Operations of the Fund, Company Management Charter (if any), Financial Statements for the two most recent consecutive years, Summary of Objectives and Activities in Vietnam.

19.3. Documents and materials stipulated in Item 19.1.4 of Point 19.1 and Point 19.2, if in a foreign language, the investor must translate them into Vietnamese and have the content of the translation confirmed by a competent Vietnamese state agency.

19.4. The system for monitoring and announcing the volume of shares that foreign investors are permitted to purchase shall operate according to the following principles:

19.4.1. The volume of shares purchased by foreign investors shall be deducted from the permitted purchase volume immediately after the purchase order is executed; the volume of shares sold by foreign investors shall be added to the permitted purchase volume immediately after the transaction settlement is completed.

19.4.2. An unexecuted purchase order or part thereof by a foreign investor shall be automatically cancelled if the permitted purchase volume has been exhausted, and any subsequent entry of such a purchase order into the trading system shall not be accepted.

20. Post-trade error correction

After the completion of a transaction, if a member discovers a transaction error due to mistake or oversight (regarding the type of buy or sell order, stock code, price, volume, account) during the process of receiving, transferring, or entering orders into the trading system, the member must report the transaction error to the Stock Exchange or Securities Trading Center and bear responsibility for resolving the issue with the customer. The Stock Exchange or Securities Trading Center shall specify the procedures for post-trade error correction by members.

21. Securities subject to control, temporary suspension of trading

21.1. When securities fall under the category subject to control as stipulated in Clause 1, Article 32 of Decree No. 144/2003/NĐ-CP, the Stock Exchange or Securities Trading Center shall issue a warning symbol and require listed organizations to disclose information.

21.2. The Stock Exchange or Securities Trading Center may decide to temporarily suspend trading for one type of security and require listed organizations to disclose information when events specified in Clause 2, Article 32 of Decree No. 144/2003/NĐ-CP occur.

21.3. Securities temporarily suspended from trading shall be allowed to resume trading by the Stock Exchange or Securities Trading Center after the listed organization has completed its work or remedied deficiencies or fully disclosed information.

22. Trading symbols

The Stock Exchange or Securities Trading Center shall define symbols on electronic display boards and publish them through the information channels of the Stock Exchange or Securities Trading Center regarding the cases specified in Point 7.3, Point 7.4, Point 7.5, Clause 7, Section III and Point 21.1, Point 21.2, Point 21.3, Clause 21, Section III of this Circular.

IV. IMPLEMENTATION

1. This Circular shall take effect fifteen days after its publication in the Official Gazette. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of People's Committees of provinces and centrally-administered cities, State Securities Commission, Stock Exchange or Securities Trading Center, organizations participating in the securities market, and related organizations and individuals are responsible for implementing this Circular.

2. During the implementation process, if there are any difficulties, the relevant organizations and individuals are requested to promptly reflect them to the Ministry of Finance for study, guidance, and resolution./.

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다운로드

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관계도

58/2004/TT-BTC
Circular No. 58/2004/TT-BTC guiding Members and Securities Transactions
Expired

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