Quyết định 26/QD-VSD

DECISION

ON PROMULGATING REGULATION ON SECURITIES DEPOSITORY OF THE VIETNAM SECURITIES DEPOSITORY

GENERAL DIRECTOR OF THE VIETNAM SECURITIES DEPOSITORY

Pursuant to the Law on Securities dated June 29, 2006 and the Law on the amendments to a number of articles of the Law on Securities dated November 24, 2010;

Pursuant to the Prime Minister’s Decision No. 171/2008/QĐ-TTg dated December 18, 2008 on the establishment of the Vietnam Securities Depository;

Pursuant to the Decision No. 2880/QĐ-BTC dated November 22, 2013 of the Minister of Finance to promulgate the Charter on organization and operation of the Vietnam Securities Depository;

Pursuant to the Circular No. 05/2015/TT-BTC dated January 15, 2015 of the Ministry of Finance on providing guidance on registration, depository, offsetting and settlement of securities.

Pursuant to the Official Dispatch No. 1137A/UBCK-MARKET DEVELOPMENT dated March 13, 2015 of the State Securities Commission on the approval for the Regulation of the Vietnam Securities Depository;

At the request of the Head of the Securities Depository and Member Management Department,

DECISION

Article 1. Promulgate the Regulation on securities depository enclosed with this Decision.

Article 2. This Decision comes into force from the day on which it is signed and replaces the Decision No. 38/QĐ-VSD dated April 25, 2012 of the  General Director of the Vietnam Securities Depository on promulgating the regulation on securities depository of the Vietnam Securities Depository and the Decision No. 120/QĐ-VSD dated July 02, 2013 of the  General Director of the Vietnam Securities Depository on the amendments to the Regulation on securities depository enclosed with the Decision No. 38/QĐ-VSD dated April 25, 2012 of the  General Director of the Vietnam Securities Depository.

Article 3. Managers of branches in Ho Chi Minh city, Heads of Administration Department, Securities Depository and Member Management Department, and other Departments of the Vietnam Securities Depository, relevant organizations and individuals are responsible for implementing this Decision./.

REGULATION

ON SECURITIES DEPOSITORY
(Enclosed with the Decision No. 26/QĐ-VSD of the General Director of the Vietnam Secuirities Depository)

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Regulation specifies the contents relating to the securities depository at the Vietnam Securities Depository (hereinafter referred to as “VSD”), including:

- Opening and managing securities deposit accounts;

- Depositing securities;

- Withdrawing securities;

- Non-trading securities transfer;

- Freezing and unfreezing securities.

Article 2. Definitions

Depository participant is a securities company or commercial bank operating in Vietnam granted the Certificate of securities depository registration by the State Securities Commission (hereinafter referred to as "SSC”) and approved to be a depository participant by VSD.

Organizations opening accounts directly are organizations that open deposit accounts directly at VSD and use VSD’s depository, settlement and offsetting services according to the service provision contracts with VSD.

Digital signature is a form of electronic signature that is designed according to regulations of the Government's Decree No. 26/2007/NĐ-CP dated February 15, 2007 detailing the implementation of the Law on Electronic Transactions applicable to digital signatures and authentication of digital signatures used by competent persons of VSD or depository participants to authenticate the sent information.

Electronic documents are information about operations at VSD that is created, sent, received, and stored by electronic devices via electronic communication port or online communication port of VSD, and authenticated by digital signatures of competent persons of VSD or depository participants, organizations that open accounts directly. The electronic documents in this Regulation include the following types:

+ Electronic reports and electronic transactions are reports and transactions that are created and executed on the VSD's system via VSD's electronic communication port;

+ Message Type (MT) and FileAct are data files that contain information about operations and are structured in accordance with the ISO15022 standard communicated via VSD's online communication port.

Electronic communication port is an application software environment that allows depository participants, organizations opening accounts directly and VSD to exchange information about operations in the form of electronic reports, electronic transactions indirectly via workstations located at the head office or branches of depository participants, organizations that open accounts directly and are installed VSD’s software.

Online communication port is an application software environment that allows depository participants, organizations opening accounts directly and VSD to exchange information about operations in the form of MT, FileAct directly between the operational system of depository participants and organizations opening accounts directly and system of VSD.

Valuable papers are papers prescribed in law on banking and used in monetary market operations between the State Bank and depository clients.

Article 3. Valid copies are copies notarized or authenticated by a Vietnamese competent authority.

1. VSD shall notify depository participants of rejecting securities depositing, withdrawal on the days when VSD converts bonds into shares or swaps shares.

2. In case VSD fails to comply with a client’s request due to technical reasons, VSD shall notify the depository participant/organization opening accounts directly within 01 working day of the reason and period during which VSD is not able to provide securities depositing, withdrawal, transfer, freezing and unfreezing services.

Article 4. General regulations on applications for securities deposit

1. Applications for securities deposit (applications for depositing, withdrawing, transferring, freezing and unfreezing securities, and adjusting investors’ information) must include sufficient papers as prescribed, attached documents (if any) must be affixed by the seal, the papers must provide sufficient information using the same ink color, handwriting, and investors’ original signatures (if any). The confirmation of depository participants/organizations opening accounts directly on papers must provide seal, original signatures, and full names of the members of the Board of Directors in charge of depository registered with VSD or of authorized persons as prescribed in the Regulations on Depository participants of VSD. In case the investor is an organization, its application form must bear the signature of a competent person and its seal of that organization.

In case the investor is a foreign organization that does not use the seal, according to the client’s identification at depository participants, depository participants shall submit a document to VSD, stating clearly that the foreign organization does not use the seal and confirming that the signature on the applications for securities deposit is the signature of the competent person of the foreign organization registered with depository participants.

2. The securities holder who is a foreign organization headquartered in a foreign country may use the instruction with the SWIFT message for VSD's depository participants to replace the documents that the investor needs to attach the relevant documents (such as notes of securities transfer/withdrawal, application form for adjusting information, etc.) when meeting the following conditions: (i) The SWIFT message contain sufficient information according to forms prescribed in each specific operation in this Regulation; (ii) the depository participant has translated and confirmed the accuracy of the SWIFT message and attach other documents (if any).

3. When authorizing another person to deposit securities, the investor shall have a written authorization letter specifying the scope of authorization. The written authorization in foreign languages must be enclosed with notarized Vietnamese translations. In case the authorized person is an organization, the papers relating to the securities depository must include the signature of the competent person and seal of that organization. Depository participants shall be responsible for checking the legitimacy of the authorizations made by investors.

4. For depository participants, VSD shall process the application for securities depository after receiving all valid papers submitted by the depository participants in accordance with the regulations on each operation in this Regulation and electronic documents submitted to VSD via electronic communication port and online communication port.

5. For the organization opening an account directly, VSD shall process the application for securities depository after receiving all of its valid papers in accordance with the regulations on each operation in this Regulation

Chapter II

OPENING AND MANAGEMENT OF DEPOSIT ACCOUNTS

Article 5. Opening securities deposit accounts of depository participants<0}

1. Article 5. The organizations registering as depository participants of VSD shall open securities deposit accounts at VSD after completing the procedures for depository participant registration as prescribed in the Regulation on Depository participants of VSD.

2. VSD shall issue securities deposit account numbers to depository participants in accordance with the Regulation on Depository participants of VSD. Certificates of depository participants shall be issued simultaneously.

3. Securities deposit accounts of depository participants shall be opened by VSD as prescribed in Article 23 of the Circular No. 05/2015/TT-BTC dated January 15, 2015 of the Ministry of Finance on providing guidance on registration, depository, offsetting and settlement of securities (hereinafter referred to as “Circular No. 05”).

4. Each depository participant of VSD may open a securities deposit account at VSD, and shall not open secuirities deposit accounts at depository participants, except for the case prescribed in Clause 1 Article 24 of the Circular No. 05.

Article 6. Opening securities deposit accounts of investors

1. At each depository participant, the investor may open a securities deposit account to trade in deposited securities except for the cases prescribed in Article 7 of this Regulation.

2. The investor being a foreign organization or individual shall open a securities deposit account at a depository participant after being issued with a securities trading code in accordance with the regulation on registration of securities trading code for foreign investors.

3. Opening a deposit account for a foreign investor at a depository participant that is a commercial bank (hereinafter referred to as “depository bank”) shall comply with the regulations of Circular No. 213/2012/TT-BTC dated December 06, 2012 on guiding operation of foreign investors on Vietnamese securities market (hereinafter referred to as the “Circular No. 213).

4. Depository participants shall open securities deposit accounts for investors as prescribed in Article 27 of the Circular No. 05.

Article 7. Opening deposit accounts of other cases

1. Opening deposit accounts of asset management companies:

a. An asset management company shall open a separate securities deposit account for it and for each securities investment fund under its management. Deposit accounts of securities investment funds shall be opened at depository banks. For investment portfolio management, at each depository bank, an asset management company may open two securities deposit accounts under its name on behalf of the investor to entrust (including one account entrusted to a Vietnamese investor, and one account entrusted to a foreign investor).

b. In case an asset management company is using 01 securities deposit account at a depository bank for its financial investment and for entrusted Vietnamese and foreign investors, it shall make an asset declaration according to each subject, which then acts as a basis for VSD and the depository bank to make transfers according to separate accounts prescribed in Point a Clause 1 of this Article.

c. For the account entrusted to a foreign investor, the asset management company shall apply for a securities trading code before adopting the procedures for opening a deposit account.

2. Opening deposit accounts for foreign investment funds, foreign organizations managed by multiple asset management companies:

The foreign investment fund or foreign organization managed by multiple asset mangament companies may open many securities deposit accounts according to the principle that each securities trading code issued may be opened a securities deposit account at a depository bank.

3. Opening deposit accounts for the investors that are foreign securities companies established under foreign law:

a. The investor being a foreign securities company established under foreign law may open 02 securities deposit accounts at a depository participant to separately manage the securities under its ownership and its clients.

b. The investor being a foreign securities company shall apply for 02 securities trading codes at VSD, one for the company itself and one for securities trading of its clients before adopting the procedures for opening two abovementioned deposit accounts.

4. Opening deposit accounts for 100% foreign-owned insurance companies:

a. The 100% foreign-owned insurance company may open 02 securities deposit accounts at a depository participant to separately manage the investments from equity capital and from insurance premium when investing in the securities market.

b. For the investments from equity capital, the 100% foreign-owned insurance company shall apply for a securities trading code before adopting the procedures for opening a deposit account.

Article 8. Managing securities deposit accounts of depository participants at VSD

1. Depository participants shall open securities deposit accounts at VSD to trade in securities deposited at VSD as prescribed in Article 25 of the Circular No. 05.

2. VSD shall manage deposit accounts of depository participants at VSD as prescribed in Article 26 of the Circular No. 05.

3. Every month, VSD shall send information about the balance of deposit accounts of (Form 01/LK of this Regulation) in the form of electronic documents to depository participants in the first working day of the next month. Depository participants shall be responsible for verifying the information in accordance with the reporting regime of depository participants in the Regulation on Depository participants promulgated by VSD.

4. Depository participants may request the conversion of electronic documents into paper documents if necessary. The converted documents are legal when satisfying the requirements for the consistency of information about the original documents, converted identity symbols, and signatures, full names of converters, which are prescribed in Part IV of the Circular No. 78/2008/TT-BTC dated September 15, 2008 of the Ministry of Finance providing guidance on the Government's Decree No. 27/2007/NĐ-CP dated February 23, 2007 on electronic financial transaction.

VSD’s electronic documents converted into paper documents shall carry the stamp as follows:

Article 9. Mangaging securities deposit accounts at depository participants

Depository participants shall manage clients’ secuirities deposit accounts as prescribed in Article 28 of the Circular No. 05.

Article 10. Rules for managing information about securities ownership of investors at VSD

1. VSD shall manage information about securities ownership of investors based on:

a. Information about investors stored on the system of VSD according to the information provided by depository participants when opening accounts, adjustment of information about investors at the request of depository participants, and information about issuers in the application for securities registration, including: full name, identity of securities holder, form of investment, nationality, address, and securities trading account number;

b. Information about securities held by investors shall be stored on the system of VSD according to the securities holder register of the issuer under the management of VSD, and information updated according to the arising transactions such as payments for securities transactions, depository and transfer, and securities ownership transfer for non-trading transactions or transactions that cannot be made via the transaction system of Stock Exchanges as prescribed in current laws.

2. Identity of a securities holder prescribed in Point a Clause 1 of this Article includes number and date of issue of valid papers issued to the securities holder by a Vietnamese or foreign competent authority, which are stored to monitor, identify and manage the information about the securities holder in the system of VSD.

- For domestic individuals: ID numbers and dates of issue;

- For domestic organizations: Numbers of Certificates of Business registration or Numbers of Licenses for establishment/Certificates of Investment registration and their dates of issue;

- For organizations being depository participants of VSD: Numbers of Certificates of Membership issued by VSD and their dates of issue;

- For foreign organizations/individuals: securities trading codes and their dates of issue.

3. For the investors being Vietnamese individuals that hold multiple nationalities, VSD shall monitor and manage information about investors according to the following principles:

- Vietnamese investors that reside abroad and adopt foreign nationalities but still retain Vietnamese nationality shall be registered as Vietnamese investors, and use their valid passports issued by a Vietnamese competent authority to be used as identity;

- For investors that do not choose to adopt Vietnamese nationality but foreign nationalities, the securities trading codes shall be used as identity;

- In case an investor that adopted a foreign nationality when opening an account at a depository participants wishes to register as a domestic individual with the Vietnamese nationality, he/she shall adjust the information at VSD in the form of domestic investment, and shall not use the securities trading code and the deposit account issued previously (if any).

4. Every month, VSD shall send depository participants information about the securities ownership of each client (Form 02/LK of this Regulation) in the form of electronic documents in the first working day of the next month. Depository participants may request the conversion of electronic documents into paper documents if necessary. The conversion shall be carried out as prescribed in Clause 4 Article 8 of this Regulation.

5. Each depository participant shall be responsible for comparing his/her information about the securities ownership and each client’s at the depository participant with that information about the securities ownership at VSD to ensure that the balance of each client’s deposit account at the depository participant matches the information about securities ownership of that client at VSD as prescribed in Clause 3, 4, 5 Article 26 of the Circular No. 05 and verify the accuracy of information in accordance with the regulation on reporting regime of depository participants in the Regulation on Depository participants promulgated by VSD.

Article 11. Updating information about the opening and closing of securities trading accounts of investors

1. Depository participants shall be responsible for updating VSD on the information about opening and closing of securities trading accounts of investors every day at depository participants in the form of electronic documents (Form 03A/LK and 03B/LK of this Regulation).

2. The update on information about investors prescribed in Clause 1 of this Article must be given before investors make transactions such as depositing, withdrawing, transferring, buying, selling securities, etc. While conducting operations, VSD shall inform the depository participant of the case where the information about an investor is not available in the system of VSD, and the depository participant shall finish updating the information about such investor within the day on which the notification is received from VSD (at 4 P.M at the latest).

3. VSD shall verify information about investors updated on the VSD’s system by depository participants at 8.30 A.M, 11.30 A.M, and 4.30 P.M on working days. VSD shall send verfied information to depository participants in the form of electronic documents.

4. When closing a securities trading account of an investor to transfer securities to another depository participant, VSD shall verify information about the closing of such account on the system after finishing the transfer of securities, including arising securities (if any) due to exercising rights before finalizing the account.

Article 12. Adjusting information about investors

1. While updating information about opening and closing of accounts and the conduct of operations on VSD’s system, if the investors have the same identity of securities holders, but further information such as full name, nationality, and form of ownership is different, it shall be dealt with as follows:

a. VSD shall send a Request for the verification of investor’s information (Form 04/LK of this Regulation) to the relevant depository participant/issuer;

b. Depository participants shall send VSD the verification of the information about investors, enclosed with the supporting documents being valid copies of identity papers of investors as prescribed in Clause 2, 3 Article 10 of this Regulation, and other supporting documents (if any) within 01 working day after the day on which the Request sent by VSD is received.

2. In case a depository participant sees a difference between information about an investor under management of the depository participant and that on VSD’s system, the depository participant shall submit an application for the adjustment of investor’s information to VSD. The application includes:

a. The Official Dispatch requesting for the adjustment of investor’s information prepared by the member (Form 06/LK of this Regulation) (02 copies);

b. Valid copies of identity papers of the investor as prescribed in Clause 2, 3 Article 10 of this Regulation (not applicable to the case adjusting the address);

c. Other relevant documents (if any).

3. In case a depository participant requests the adjustment of both name and identity of an investor, which may lead to the transfer of securities ownership outside the transaction system, apart from the papers prescribed in Clause 2 of this Article, the depository participant shall send the application form for the adjustment of investor’s information (Form 05/LK of this Regulation) and supporting documents for the investor’s account information at the request of VSD.

4. In case a depository participant finds an error in information about the trading account number of an investor, the depository participant shall submit an application for the adjustment of investor’s trading account number to VSD. The application includes:

- The application form for the adjustment of investor’s information (Form 05/LK of this Regulation);

- The Official Dispatch requesting the adjustment of information about investor’s trading account number prepared by the depository participant, clearly stating the reasons for adjustment;

- The request for securities transfer (Form 07/LK of this Regulation) (02 copies);

- Copies of the documents proving the opening of investor’s account;

- Other supporting documents (if any).

5. Within 01 working day from the day on which sufficient and valid papers are received, VSD shall adjust investor’s information (if errors are found) and submit a report on the adjustments to the depository participant.

6. In case the foreign investor adjusts the information, the depository participant shall make an application according to the regulation on applications and procedures prescribed in the Circular No. 213 and VSD’s Regulation on registration of securities trading code for foreign investors.

Article 13. Opening accounts for organizations opening accounts directly

1. The following organizations may open accounts directly at VSD:

a) The State Capital Investment Corporation;

b) The institutions of credit institutions and insurance participating in the bond market organized by the Stock Exchange;

c) Other entities as prescribed in VSD after being approved by SSC.

2. Organizations opening an account directly prescribed in Clause 1 of this Article shall open a securities deposit account at VSD to deposit securities owned by themselves and may use the services of registration, depository, offsetting and settlement of securities, excercising of right of VSD ; 

3. VSD shall issue securities deposit account number and provide services relating to depository, offsetting and settlement of securities and exercise the right to allow organizations opening accounts directly according to the signed contract between the two parties. (Form 36/LK of this Regulation); State Capital Investment Corporation shall perform this on the basis of the written agreement between the two parties.

Article 14. Opening accounts for special organizations

1. The following special organizations may open accounts directly at VSD:

a) The State Bank;

b) The State Treasury

c) The securities depository center of other countries.

2. The State Bank shall open a securities deposit account at VSD to deposit valuable papers owned by the State Bank and its depository clients in order to serve the monetary market operations.

3. The State Treasury shall open a securities deposit account at VSD to deposit Government bonds owned by the State Treasuries in order to serve operations relating to the State Treasuries.

4. The securities depository center of other countries may open a securities deposit account at VSD to provide services relating to the registration, depository, offsetting and settlement of securities based on the written agreement with VSD after being approved by SSC.

5. VSD shall issue securities deposit account number and provide services relating to depository, offsetting and settlement of securities for special organizations on the basis of the written agreement between the two parties.

Chapter III

SECURITIES DEPOSIT AND WITHDRAWAL

Article 15. Securities deposited at VSD

1. Securities deposited at VSD are securities registered at VSD by their issuers.

2. Securities deposited at VSD shall be classified as transferable securities and restricted securities (restricted from transfer). The management of types of securities shall be performed as follows:

2.1. For the securities registered at VSD and allowed to be traded on the Stock Exchanges according to the notification of Stock Exchanges:

a. The transferable securities shall be accounted into active securities accounts and securities depository clients may trade in these securities as prescribed in law.

a. The restricted securities shall be accounted into securities accounts temporarily suspended from trading and securities depository clients may trade in these securities when VSD adjusts the conditions for transferring securities based on the issuer’s written request enclosed with relevant supporting documents.

2.2. For the securities registered at VSD but not allowed to be traded according to the notification of Stock Exchanges:

a. The transferable securities shall be accounted into securities accounts awaiting trading and securities depository clients may trade in these securities from the day on which the procedures for trading securities on the Stock Exchanges are completed.

b. The restricted securities shall be accounted into suspended securities accounts awaiting trading. Securities depository clients may trade in these securities when VSD adjusts the conditions for transferring securities based on the issuer’s written request and the procedures for trading securities on the Stock Exchanges are completed.

2.3. For the securities registered at VSD but not yet, not listing/registering their trading on the Stock Exchanges:

a. The transferable securities shall be accounted into active securities accounts of public companies that do not list/register their trading on the Stock Exchanges.

b. The restricted securities shall be accounted into securities accounts temporarily suspended from trading of public companies that are yet to, do not list/register their trading on the Stock Exchanges.

2.4. Based on the Confirmation of deposited securities of VSD and the list of securities holders enclosed therewith, the depository participants shall manage restricted securities in accounts temporarily suspended from trading /suspended accounts awaiting trading of clients at depository participants until VSD notifies the adjustment of the conditions for transferring securities.

2.5. On the first securities trading date according to the notification of Stock Exchanges and VSD, based on the Confirmation of deposited securities of VSD and the list of securities holders or the list of securities distribution to members made by VSD when distributing additionally registered securities, the depository participants shall transfer securities from accounts awaiting trading/suspended accounts awaiting trading to active accounts/accounts temporarily suspended from trading.

Article 16. Depositing securities

1. VSD shall deposit securities according to the issuers' authorization given to VSD to verify information about investors’ securities ownership, thus depositing securities.

2. Clients’ securities depository at VSD (except for the case depositing the Government bonds, bonds guaranteed by the Government, local government bonds, treasury bills) shall comply with the following principles:

a. Clients shall deposit securities into VSD through the depository participants where they open accounts.

b. The depository participants shall be responsible for adpoting procedures for receiving depository securities of clients and re-depositing into VSD within one working day from the date on which a valid application for securities depository of the client is received;

3. The procedures for depositing securities at VSD:

3.1. Securities depository certified by Certificates of securities ownership:

a. The application for depositing securities at VSD includes:

i. A note of securities transfer of the client or depository participant (Form 08A/LK or 08B/LK or 08C/LK of this Regulation); written authorization to deposit securities (if any).

ii. Certificates of securities ownership. Certificates of securities ownership must be intact and clear, bear the seal of the issuers or authorized body in case of adjustment of information about the Certificates of securities ownership. iii. List of securities holders that applies for securities depository (Form 09/LK of this Regulation) (02 copies) made by the depository participant (applicable to the case where the depository participant redeposits securities of investors that open accounts at the depository participant).

b. In case there is a difference in the date of issue between the identity of the investor or depository participant registered at VSD by the issuer and the identity of the investor updated on VSD’s system by the depository participant, the depository participant shall enclose with the application for securities depository, including copies of identity papers mentioned in Clause 2 and Clause 3 Article 12 of this Regulation.

3.2. Securities deposited and registered simultaneously:

a. VSD shall deposit securities and register securities simultaneously if the issuer makes a request for the depository, on behalf of shareholders, during the first securities registration or additional registration at VSD;

b. The issuer shall notify investors of the securities depository and securities registration within 15 working days before the day on which the application for securities registration is submitted to VSD. The notification shall be broadcasted on the mass media, listed at the head office of the issuer, and sent to investors by post;

c. The investor wishing to deposit securities shall send the issuer and depository participant an application form for the certification of deposit account, and adopt the procedures for depositing securities (Form 10/LK of this Regulation) enclosed with the Certificate of securities ownership;

d. The issuer shall be responsible for withdrawing Certificates of securities ownership from investors and making a list of deposit accounts of investors and sending them to each relevant depository participant in order to confirm the accuracy of the deposit accounts opened by investors at the depository participant, and promise not to issue Certificates of securities ownership to securities holders that apply for securities depository.

e. The application for securities depository enclosed with the issuer’s application for depository registration submitted to VSD includes:

i. The application form made by the issuer for the permission for shareholders to deposit and register securities simultaneously, and the commitment not to issue Certificates of securities ownership to securities holders that deposit securities simultaneously (Form 11/LK of this Regulation);

ii. The list of securities holders that apply for securities depository at each depository participant (Form 12/LK of this Regulation) (02 copies) enclosed with a file in a format decided by VSD;

iii. The list of deposit accounts of investors certified by relevant depository participants where investors open their accounts (Form 13/LK of this Regulation).

3.3. Depository of Government bonds

a. Investors participating in bidding or guaranteeing Government bonds shall open deposit accounts to deposit bonds with the bidding organizer or the Government bond issuer. The Government bond issuer shall be responsible for recording the deposit accounts of investors in the application for registration submitted to VSD. For the investor being the 100% foreign-owned insurance company shall show the bidding organizer or the Government bond issuer that the investment capital is equity capital or insurance premium;

b. After the registration/additional registration of Government bonds at VSD is approved, based on the information about the deposit account in the application for the registration of Government bonds and the issuer’s written certification of the full payment for bonds made by the investor, VSD shall implement the accounting of the Government bonds to the accounts of relevant depository participants/organizations opening accounts directly.

4. VSD shall process an application for securities depository as prescribed in point a Clause 3.1 of this Article within 01 working day and 02 working days as prescribed in Point b Clause 3.1 of this Article from the day on which all valid papers of the depository participant are received. For securities depositing as prescribed in Clause 3.2, 3.3 of this Article, VSD shall implement the accounting of deposited securities in accounts of relevant depository participants/organizations opening accounts directly on the effective date of securities depository according to the notification of the approval for securities depository sent to depository participants/organizations opening accounts directly by VSD.

5. The effective date of depository is the date on the Certificate of transfer of securities depository (Form 14/15/LK of this Regulation) sent to depository participants/organizations opening accounts directly by VSD. Certificates of securities ownership of investors shall expire from the effective date of securities depository at VSD.

6. Within 01 working day from the effective date of securities depository certified by VSD, depository participants shall be responsible for notifying their clients of the cases whose securities depository is rejected. In case the clients do not receive the notification of rejection, they should know that the securities depository comes into force and depository participants shall be responsible for their clients for this.

7. The depository of Exchange Traded Fund Certificate (ETF Certificate) shall comply with the Regulation on exchange trading, registration, depository, settlement, offsetting, excercise in Exchange Traded Fund of VSD.

Article 17. Depositing additionally registered securities

1. Additionally registered securities shall be deposited after the issuer complete the additional securities registration and adjustment of the Certificate of Securities Registration at VSD as prescribed in the Regulation on securities registration issued by VSD.

2. For additionally registered securities derived from securities deposited at VSD:

a. When applying for the additional registration due to the issuance of bonus shares/dividends in the form of shares/the right to buy additionally issued securities/conversion from bonds to shares, VSD shall send the depository participant the Certification of transfer of additionally registered securities (Form 15/LK of this Regulation) on the day when VSD approves the depository of additionally registered securities.

b. When depositing the additionally registered securities due to purchase order, VSD shall enclose the List of distribution of securities to depository participants with the Certification of transfer of additionally registered securities (Form 15/LK of this Regulation).

c. The effective date of securities depository is the date written on the Certificate of transfer of additionally registered securities. Based on the Certificate of transfer of additionally registered securities and the List of distribution of securities to depository participants, depository participants shall distribute securities to accounts of securities holders.

Article 18. Withdrawing securities at the request of securities holders

1. Securities holders shall request the withdrawal of securities within the quantity of securities remaining in deposit accounts, except for the securities that are being impounded or freezed.

2. a. The application for the withdrawal of securities sent to VSD includes:

a. The application form for the withdrawal made by a client/depository participant (Form 16A/LK or 16B/LK of this Regulation);

b. The list of securities holders that apply for securities withdrawal (except for the case withdrawing securities on self-trading account) made by the depository participants (Form 17/LK of this Regulation) (02 copies).

3. Within 01 working day from the day on which the depository participant’s sufficient and valid papers are received, VSD shall:

a. Verify information about the securities holder withdrawing deposited securities in writing (Form 18/LK of this Regulation), send it to the issuer and investors through the depository participant where the account is opened, and to the relevant depository participant.

b. Send the depository participant the Certificate of withdrawal of deposited securities (Form 19/LK of this Regulation) and withdraw the securities deposited on the deposit account of depository participant and record information about securities ownership of the investor requesting for withdrawal of depository to and the List of distribution of securities holders that are yet to deposit. c. The effective date of withdrawal of deposited securities is the date written on the Certificate of withdrawal of securities of VSD.

4. The depository participants shall be responsible for:

a. Send the written verification of information about the holder withdrawing deposited securities to the relevant investor within 01 working day from the day on which the written verification of information about the holder withdrawing deposited securities of VSD is received, and assist investors in receiving Certificates of securities ownership issued by the issuer. <0}

b. Implement the accounting of withdrawal of deposited securities on investor’s accounts based on the effective date of VSD’s Certificate of withdrawal of securities.

c. The issuer shall be responsible for reissuing Certificate of securities ownership to the securities holder according to the information stated in the written verification of information about the holder withdrawing deposited securities of VSD.

Article 19. Withdrawing securities due to deregistration

1. Securities withdrawal due to deregistration shall be made after the issuer completes the securities deregistration at VSD according to the Regulation on securities registration issued by VSD.

2. In case there are securities being impounded and freezed on the deposit accounts of the depository participants, VSD shall inform the relevant depository participants of this (Form 20/LK of this Regulation).

3. On the day when the decision on securities deregistration comes into force, VSD shall implement the accounting of the decrease in the amount of deposited securities being deregistered in the accounts of relevant depository participants/organizations opening accounts directly at VSD and inform the depository participants/organizations opening accounts directly of this. The effective date of securities withdrawal due to deregistration is the date on the Certificate of withdrawal of deposited securities sent to the depository participant/organizations opening accounts directly by VSD. (Form 19/LK of this Regulation). The depository participants/organizations opening accounts directly shall be responsible for implementing the accounting the decrease in the amount of deposited securities being deregistered in the accounts of relevant depository participants/organizations opening accounts directly at VSD and inform the relevant investors (for depository participants).

Chapter IV

NON-TRADING SECURITIES TRANSFER

Article 20. Cases in which securities are transferred

VSD shall transfer deposited securities without using the concentrated transaction system of the Stock Exchanges in the cases prescribed Clause 2 Article 32 of the Circular No. 05.

Article 21. Transferring when buying odd-lot securities

1. VSD shall transfer odd-lot securities in case a securities company repurchases odd-lot shares of securities holder without the transaction system as prescribed in law.

2. The depository participant of the transferor shall submit an application for the transfer of odd-lot securities to VSD, including:

a. The application form for securities transfer (Form 07/LK of this Regulation) (03 copies when transferring to another member depository; 02 copies when transferring within the same member depository);

b. The contract/order to sell odd-lot securities between the securities company and its clients;

c. The list of odd-lot securities transaction (in case the securities company buys odd-lot securities from multiple clients) (Form 21/LK of this Regulation).

3. When a securities company buys odd-lot securities online, the application for the transfer includes:

a. The papers prescribed in Point a, c Clause 2 of this Article;

b. The copy of the client’s contract or annex of the contract for opening an account which allows online odd-lot securities transaction and bears the seal of the depository participant.

4. VSD shall process the application for the transfer of odd-lot securities within 01 working day from the day on which the valid and complete application is received.

Article 22. Transfering securities at the request of clients

1. VSD shall transfer securities (including securities under its ownership and arising rights that have been identified) from the account of a client of a depository participant to the an account of a client of another depository participant at the request of a client in the following cases:

a. The investor wishes to close the deposit account at a member to make transaction at another depository participant. (Transfer securities when finalizing a deposit account).

b. The investor wishes to transfer all securities in an account and arising rights (if any) under the ownership of the investor at a depository participant to that investor’s account at another depository participant. (Transfer all securities)

c. The investor wishes to transfer all/a/some securities code(s) in an account and arising rights (if any) under the ownership of the investor at a depository participant to that investor’s account at another depository participant. (Transfer a part of securities)

2. Partial transfer of securities due to Exchange Traded Funds shall comply with the Regulation on exchange trading, registration, depository, settlement, offsetting, excercise in Exchange Traded Fund Certificate of VSD.

3. The application for securities transfer (except for the transfer to the foreign investor depositing securities at a depository bank) includes:

a. The application form for securities transfer made by the depository participant of the transferor (Form 22/LK of this Regulation) (03 copies);

b. The application form for finalizing the client's account (Form 24/LK of this Regulation) when the transfer is made to finalize an account; the application form for transfering all securities of the client (Form 25/LK of this Regulation) when transfering all securities; the application form for transfering a part of securities of the client (Form 26/LK of this Regulation) when transfering a part of securities;

c. Copies of the documents proving the opening of investor’s account and bearing the seal of the depository participant of the transferor.

4. In case an investor’s right arises while the application is being processed at VSD, VSD shall inform request the depository participant of this to supplement the papers prescribed in Point a, Clause 3 of this Article.

5. The application for securities transfer due to the transfer of portfolio between deposit accounts at the request of foreign investor depositing securities at a depository bank includes:

a. The papers prescribed in Point a, b Clause 3 of this Article.

b. The papers prescribed in the Circular No. 213.

The depository participant of the transferor and investor shall be repsonsible for preparing reports on changes of the foreign investor and then submit them to the depository participant of the transferor to complete the application sent to VSD.

6. The depository participant of the transferor shall control and take responsibility for the information about the information about quantity and types of securities (transferable transfer and restricted transfer) and the arising rights under the ownership of the investor that request for securities transfer.

7. VSD shall process an application for securities depository as prescribed in point a Clause 3.1 of this Article within 01 working day and 02 working days as prescribed in Point b Clause 3.1 of this Article from the day on which all valid papers of the depository participant are received.

Article 23. Transferring securities being valuable papers

1. VSD shall transfer securities from the account of the client, the account of the depository participant itself/account of the organization opening accounts directly at VSD to the account of the client/depository participant/organization opening accounts directly at the State Bank and vice versa to serve the transaction of valuable papers on the monetary market.

2. When transferring securities from a depository participant/organization opening accounts directly to the State Bank, the depository participant/organization opening accounts directly of the transferor shall submit an application for the transfer to VSD, including:

 (i) The application form for securities transfer (Form 28/LK of this Regulation) (03 copies).

 (ii) The written request for securities transfer of the investor (when transfering securities to the client of the depository participant).

3. When transferring securities from the State Bank to a depository participant/organization opening accounts directly, the State Bank shall submit an application form for securities transfer to VSD (Form 28/LK of this Regulation) (02 copies).

4. The transfer of securities being valuable papers between VSD and Transaction Center of the State Bank shall be made in the form of electronic transaction. The effective date of transfer of securities being valuable papers is the date on which VSD and Transaction Center of the State Bank confirm the transaction in the system.

5. VSD shall process an application for transfer of securities being valuable papers within 01 working day from the day on which all valid papers of the depository participant are received; the original application for securities transfer shall be submitted to the State Bank within 01 working day after the effective day of securities transfer.

Article 24. Other transfers

1. Appointed transfer of securities when withdrawing the Certificate of depository participant:

The appointed transfer of securities and finalization of account in case the depository participant has its Certificate of depository participant withdrawn shall comply with Regulation on depository participants promulgated by VSD.

The application for appointed transfer of finalization of account includes:

a. The application form for securities transfer made by the depository participant whose Certificate of depository participant is withdrawn (Form 29/LK of this Regulation) (03 copies);

b. A valid copy of the agreement on the appointed transfer between the organization that has its Certificate of depository participant withdrawn and the appointed depository participant, or the written approval for the appointed depository participant made by the State Securities Commission;

c. The papers proving the provision of information for clients about the appointed transfer to another depository participant.

2. Transfer of securities when the organization opening accounts directly terminates the contract for supply of service with VSD:

The application for securities transfer submitted to VSD includes:

a. The Official Dispatch requesting the finalization of the deposit account of the organization opening accounts directly

b. The minute of liquidation of the contract for supply of service between the organization opening an account directly and VSD;

c. The application form for securities transfer (Form 22/LK of this Regulation) (03 copies);

d. A copy of the contract with the organization opening account directly to open an account.

3. The application for securities transfer of the 100% foreign-owned insurance company from the deposit account for insurance premium to the deposit account for equity capital and vice versa when finding an error in registering capital sources for bidding Government bonds with the bidding organizer/issuer of Government bonds, includes:

a. The Official Dispatch of the depository participant of the transferor on the transfer of securities from the deposit account for insurance premium to the deposit account for equity capital/ vice versa of the 100% foreign-owned insurance company’s

b. The 100% foreign-owned insurance company’s Offical Dispatch on the transfer of securities, including explanation and commitments to be responsible for the transfer.

c. The application form for securities transfer (Form 07/LK of this Regulation) (03 copies) made by the depository participant of the transferor;

d. A copy of the contract with the 100% foreign-owned insurance company to open the deposit account for insurance premium and equity capital.

dd. Other relevant documents for clarifying information provided in the application such as tender form, transfer application for the purchase of the Government bonds, notification of the bidding results,etc.

4. The application for securities transfer to separate acccount for the foreign securities company and separate investemnt portfolio of foreign investment fund managed by multiple asset management companies (MIM Fund) to comply with the Cirular No. 213 when the foreign securities company and MIM Fund are yet to separate account/investment portfolio, includes:

a. The application form for securities transfer and confirmed rights made by the depository participant of the transferor (Form 23/LK of this Regulation) (03 copies);

b. The application form for securities transfer and confirmed rights made by the foreign securities company/MIM Fund (Form 27/LK of this Regulation);

c. A copy of the Certificate of securities trading code issued to the self-trading/brokerage account of the foreign securities company or a copy of the Certificate of securities trading code issued to MIM Fund (…)

5. The procedures for transferring securities due to the adjustment of information about the type of securities, correction of errors in quantity of securities under ownership, adjustment of information about ownership due to the transfer of representation of capital state, due to the transfer of ownership in the cases prescribed in Article 19 of the Circular No. 05, shall be adopted as prescribed in the Regulation on securities registration issued by VSD.

6. The procedures and application for transferring securities that have been registered and deposited at VSD but have not been listed/registered at the Stock Exchanges shall be adopted according to the instructions provided by SSC.

7. Other transfers after being approved by SSC.

8. VSD shall process an application for securities transfer within 03 working day as prescribed in Clause 1 of this Article and within 01 working days as prescribed in Clause 2, 3, 4 of this Article from the day on which all valid papers of the depository participant are received.

Article 25. Processing applications for securities transfer

1. If necessary, VSD is entitled to request depository participants and relevant organizations and individuals to provide supporting documents to clarify the issues relating to the applications for securities transfer, or to reject requests for securities transfer if such requests are not in conformity with law. In case securities transfer is rejected, VSD shall notify depository participants in writing and provide explanation.

2. The effective date of securities transfer is the date certified by VSD on the application form for securities transfer made by the relevant depository participant or on the notification sent by VSD.

3. Within 01 working day from the effective date of securities depository certified by VSD, depository participants shall be responsible for notifying their clients of the cases whose securities transfer is rejected.

Chapter V

SECURITIES FREEZING AND UNFREEZING

Article 26. Freezing and unfreezing securities at the request of competent regulatory authorities

1. For the application form for freezing and unfreezing securities from competent regulatory authorities directly submitted to VSD:

a. VSD shall freeze/unfreeze securities at the request of competent regulatory authorities as prescribed in law.

b. VSD shall process the application form for freezing/unfreezing securities within 01 working day from the day on which the application form for freezing/unfreezing securities is received.

c. Right on the day of freezing, unfreezing securities, VSD shall fax the written notification to the depository participant and the organization opening the account directly in order for them to implement the accounting, the original notification shall be sent to the depository participant and the organization opening the account directly within 01 working day after the date of freezing, unfreezing securities.

d. The depository participant shall be responsible for informing the relevant client.

2. For the application form for freezing and unfreezing securities from competent regulatory authorities directly submitted to the depository participant:

a. The depository participant shall be responsible for freezing and unfreezing securities in the deposit accounts opened at the depository participant and sending VSD a notification (Form 30/LK of this Regulation) and a copy of the application form for freezing and unfreezing securities made by the competent regulatory authorities to implement the accounting.

b. The deadline for the depository participant to send a notification to VSD is at least 01 working day after the date of complying with the competent authority’s request for freezing, unfreezing securities of the investor.

Article 27. Freezing structured securities to contribute capital to the establishment of ETF Fund

The procedures for freezing structured securities to contribute capital to the establishment of the ETF Fund shall comply with the Regulation on exchange trading, registration, depository, settlement, offsetting, excercise in Exchange Traded Fund of VSD.

Article 28. Freezing, unfreezing securities used as collateral for loan guarantee of investors, depository participants, and organizations opening accounts directly:

1. 1. In case the investors using their securities as collateral for loan guarantee at credit institutions, organizations opening accounts directly/depository participants where the investors open securtities deposit accounts shall be responsible for freezing and unfreezing securities in their/client’s pledged securities accounts, and submitting an application for freezing and unfreezing securities to VSD to implement the accounting at VSD.

2. The application for freezing securities includes:

a. The application form for securities transfer and freeze made by the depository participant/organization opening accounts directly (Form 31/LK of this Regulation) (02 copies);

b. The application form for freezing securities used as collateral for loan guarantee made by the client/depository participant/organization opening accounts directly (Form 32/LK of this Regulation) (02 copies);

c. The list of securities freezed as collateral for loan guarantee confirmed by the credit institution (the lender) (Form 32/LK of this Regulation):

3. The application for unfreezing securities includes:

a. The application form for securities transfer and unfreeze made by the depository participant/organization opening accounts directly (Form 34/LK of this Regulation) (02 copies);

b. The list of securities unfreezed as collateral for loan guarantee confirmed by the credit institution (the lender) (Form 35/LK of this Regulation):

4. VSD shall process the application form for freezing/unfreezing securities used as collateral for loan guarantee of the investor, depository participant, organization opening accounts directly within 01 working day from the day on which the application form made by the depository participant/organization opening accounts directly is received.

Article 29. Transferring, handling securities used as collateral for the loan guarantee

Procedures for transferring, handling securities used as collateral for the loan guarantee shall be adopted as prescribed in Regulation on securities registration issued by VSD.

Chapter VI

IMPLEMENTATION

Article 30. Implementation

1. Relevant parties shall contact VSD for guidance and settlement of difficulties that arise during the implementation.

2. The amendments to this Regulation shall be decided by the General Director of VSD after obtaining the approval from SSC.