Quyết định 306/QD-UBCK

DECISION

GUIDING THE IMPLEMENTATION OF THE CIRCULAR NO. 27/2010/TT-BTC DATED FEBRUARY 26TH 2010, ON THE FEES AND THE REGIME FOR COLLECTING, PAYING, MANAGING, AND USING THE FEES FOR SECURITY ACTIVITIES, APPLICABLE TO THE STOCK EXCHANGES AND THE VIETNAM SECURITIES DEPOSITORY

THE PRESIDENT OF THE STATE SECURITIES COMMISSION

Pursuant to the Law on Securities No. 70/2006/QH11 approved by the National Assembly on June 29^th 2006;

Pursuant to the Government's Decree No. 14/2007/NĐ-CP dated January 19^th 2007, detailing the implementation of a number of articles of the Law on Securities;

Pursuant to the Prime Minister’s Decision No. 112/2009/QĐ-TTg dated September 11^th 2009 on the defining the functions, tasks, powers and organizational structure of the State Securities Commission affiliated to the Ministry of Finance;

Pursuant to the Circular No. 27/2010/TT-BTC dated February 26^th 2010, on the fees and the regime for collecting, paying, managing, and using the fees for security activities, applicable to the Stock Exchanges and the Vietnam Securities Depository;

At the proposal of the Director of the Market Development Department,

DECIDES

Article 1. Promulgated together with this Decision the Guidance on the fees and the regime for collecting, paying, managing, and using the fees for security activities, applicable to the Stock Exchanges and the Vietnam Securities Depository.

Article 2. This Decision takes effect on the date of its signing, and supersedes the Decision No. 184/QĐ-UBCK dated March 17^th 2006 of the State Securities Commission, guiding the fee collection in the stock trading.

Article 3. The Chief officers, the Director of the Market development department, Heads of units affiliated to the State Securities Commission, the General Directors of the Stock Exchanges, the General Director of the Vietnam Securities Depository, the Directors of securities companies, the commercial banks, listed companies, fund management company, stock-issuing organizations, other organizations and individuals doing tasks relating to the securities market at the Stock Exchanges and the Vietnam Securities Depository are responsible for the implementation of this Decision./.

GUIDANCE

ON THE FEE COLLECTION AND PAYMENT FOR STOCK TRADING, APPLICABLE TO THE STOCK EXCHANGES AND THE VIETNAM SECURITIES DEPOSITORY.

 (Promulgated together with the Decision No. 306 /QĐ-UBCK dated May 18^th 2010 of the President of the State Securities Commission)

1. Subjects of application

- The fee collectors: The Stock Exchange of Ho Chi Minh city (HOSE), the Stock Exchange of Hanoi (HNX) and the Vietnam Securities Depository (VSD).

- The fee payers:

+ The securities companies, commercial banks, and traders of the Stock Exchanges;

+ Listed companies, fund management companies that have listed public fund certificates;

+ The members that deposit or open direct accounts at VSD, the security registration organizations;

+ The organizations and individuals that transfer and receive the securities ownership via the transaction system of the Stock Exchanges.

2. The collecting rule:

2.1. Collecting time:

- The annual fees shall be collected once for the whole year before January 31^st of that year.

- The biannual fees shall be collected before July 15^th of that year and before January 15^th of the succeeding year.

- The monthly fees shall be collected before 15^th of the succeeding month.

- A month is considered having 30 days, a years has 12 months.

2.2. The collecting rules:

- In 2010, the Stock Exchanges that have collected the annual fees for using terminal devices, the fees for listing management shall calculate the fees actually collected as guided in this Decision to refund or request additional payment from fee payers if there is any difference from the fees collected at the beginning of the year. If the listing in 2010 is transferred, the Stock Exchange that manages the listed company that has paid the fee at the beginning of 2010 must refund the list management fee to the Stock Exchange to which the listed company is transferred. The listing management fee in 2010 is calculated based on the old rate in the first 4 months in 2010, and the new rate in the last 8 months in 2010.

- In 2010, the annual fees such as trader management fee, depository member management fee, the fee for maintaining periodic online connection shall be collected for  the full 12 months.

- For periodic fees such as the fee for trader management, the fee for depository member management, the fee for periodic online connection, the fee for using terminal devices, the fee payers shall pay within 5 working days as from the membership as traders, depository members, the online connection, and the use of terminal devices (or the change in the quantity of terminal devices) are granted.

- For companies applying for the first listing or additional listing (that leads to the change in the annual listing management fee), the listed companies must pay the annual listing management fee within 05 working days as from the Stock Exchange issues the Decision on approving the listing.

- In the year, if the traders increase or decrease the use of terminal devices, and the listed companies increase or decrease the listed capital, the fees shall be calculated from the first day of the month succeeding the month when they increase or decrease the use of terminal devices or the listed capital.

- The annual fees for the management of traders, depository members, periodic online connection maintenance shall be calculated form the first day of the month succeeding the month when the trader membership, depository member membership, and the online connection are accepted.

- The fees for the first listing, the additional listing, the first online connection shall be collected within 5 working days as from the day the Stock Exchange issues the Decision on approving the first listing, or the additional listing, or the online connection. The securities company that executed the online transaction before April 12^th 2010 are exempted from the fee for the first online connection.

- The fees for the first securities registration, the additional securities registration, and the stock ownership transfer shall be collected within 05 working days as from the VSD issue the written approval for the first securities registration, the change of securities registration due to additional securities registration, and as from the VSD certifies the stock ownership transfer.

- The collected amount shall be rounded to nearest unit.

3. The collecting rate and time:

The fees collected by the Stock Exchange or VSD are specified in the Table below:

4. Method of calculation

4.1. The methods of calculating some fees collected by the Stock Exchange:

4.1. The trader management fee

- The fee payable by each trader is 20 million VND per year

- For new traders, the trader management fee payable in the first year is calculated for the remaining months in the year, as from the month succeeding the month when their membership is approved.

Example: trader A is issued with the trader certificate by HNX on June 10^th 2010, then:

4.1.2. Annual listing management fee for:

The annual listing management fee is calculated for the months of listing in the year of the listed company, proportionally to the listed capital.

+ For companies applied for listing for the first time, the listing management fee in the first year is calculated for the remaining months in the year, as from the month succeeding the month when their listing is approved.

+ When a company applies for additional listing that leads to the change of the annual listing management fee, the annual listing management fee additionally paid is also calculated for the remaining months in the year, as from the month succeeding the month when their listing is approved.

- Example 1: Company A is listed on June 20^th 2010, the listed value is 400 billion VND:

- Example 2: On September 16^th 2012, company A increases the listed value to 600 billion VND, the management fee payable by company A in 2013 is:

4.1.3 Transaction fee:

a) The transaction fee for listed and unlisted securities

b) The Government bond transaction fee:

- The fee repurchase of Government bonds shall be collected in a lump sum when determining the first transaction.

- Fee for outright transaction of Government bonds is calculated similarly to the bond transaction in section (a) above.

- The fee for Government bond transaction in foreign currency shall be calculated in VND based on the inter-bank exchange rates announced by the State bank of Vietnam on the transaction day.

4.1.4. Fee for online connection:

- The fee for first connection shall be paid to the Stock Exchange right after the Stock Exchange approves the online trader membership.

- For new online traders, the annual fee for maintaining the online connection is calculated for the remaining months as from the month succeeding the month when the connection is granted.

Example: The trade A is accepted by HOS as an online trader on October 20^th 2010. Trader A must pay both the fee for the first online connection being 150 million VND, and:

4.1.4. Fee for the use of terminal devices:

In the first year, if the number of months of using the devices is fewer than 12, the fee payable is calculated for the remaining months as from the month succeeding the month when the use of the devices is granted. In the year, if the traders that increase the quantity terminal devices, the fee shall be calculated according to the quantity of devices used, and starting from the month succeeding the month when the quantity of terminal devices is increased.

Example: trader A is licensed to use 2 terminal devices on May 15^th 2010. On February 02^nd 2011, trader A is licensed to use 3 devices, then:

- The fee for using terminal devices payable by trader A in 2011:

4.1.6 The fee for bidding Government bonds:

- The fee for bidding Government bonds payable by the issuing organization:

- The fee for bidding Government bonds in foreign currency must be converted into VND according to the exchange rates on the inter-bank foreign currency market on the last day of each issue.

4.2. The methods of calculating some fees collected by VSD:

4.2.1. Depository member management fees:

- The fee payable by each depository member is 40 million VND per year

- For new depository members, the depository member management fee payable in the first year is calculated according to the remaining months in the year, as from the month succeeding the month when their membership is approved.

- For members of whom the Certificates of depository member have been revoked by VSD, the  management fee payable in a year is calculated according to the months when they are members of VSD (until the month succeeding the month VSD issues the decision on revoking the Certificate of depository member).

Example 1: Depository member A is issued with the certificate of depository member by VSD on April 18^th 2010, then:

Example 2: Depository member B is has its certificate of depository member revoked by VSD on August 20^th 2010, then:

4.2.2. Fee for securities depository

a) Fee for securities and fund certificates depository:

i = 1->n is the days in the month with the balance of deposited securities

Vi is the amount of deposited securities and fund certificates of day i, determined by aggregating the deposited securities balance of all securities depository accounts at level 2, level 3, including the transactions, mortgages, pending payment, pending transaction… of the brokerage activities as well ass proprietary trading of securities and fund certificates.

The daily securities balance is calculated at the end of the day based on the valid documents certified by VSD.

Example: Depository member A has a balance of deposited securities of the days in a month as follows:

Day 1^st : 250 (securities or fund certificates)

Day 2^nd: 150 (securities or fund certificates)

Day 3^rd: 400 (securities or fund certificates)

.............................................................................

Day 31^st: 200 (securities or fund certificates)

Thus the fee for the depository of securities and fund certificates payable in that month of depository member A is:

0.5 VND/30 x(250 + 150 + 400 +......+ 200)

b) The fee for bonds depository:

i = 1->n is the days in the month with the balance of deposited securities

Vi is the amount of deposited bonds of day i, determined by aggregating the deposited securities balance of all securities depository accounts at level 2, level 3, including the transactions, mortgages, pending payment, pending transaction… of the brokerage activities as well ass proprietary trading of bonds0.

The daily securities balance is calculated at the end of the day based on the valid documents certified by VSD.

Example: Depository member C has a bonds balance of the days in a month as follows:

Day 1^st: 300 bonds

Day 2^nd: 330 bonds

Day 3^rd: 400 bonds

.....................................................

Day 31^st: 1,200 bonds

The fee for the bond depository payable in that month of depository member C is:

0.2 VND/30 x(300 + 330 + 400 +.....+ 1,200)

4.2.3. Fee for transferring securities:

The fee for each transfer of a ticker symbol must not exceed 500,000 VND.

a) The irregular transfer when the investor settle the account:

- The fee payer is a depository member that makes the transfer

The fee for the transfer for settling the member's account payable in a month: P=   ∑Pi

Pi = 0.5 VND  x ∑Vj

Pi is the fee for settling the account on day i

i = 1->n are the days in the month when the transfer for settling the account is made

j = 1->m are the ticker symbol that make the transfer for settling the account on day i

Vj is the total securities of code j on the request for securities transfer of day I of the member that makes the transfer, that the valid day for transferring has been certified by VSD.

- Example: depository member D makes the transfer for settling his account in the month as follows:

Day 1^st 2010: transfer 8,000 securities X and 5,000 securities Y to the securities company A à P1 = 0.5 VND x 8,000 securities + 0.5 VND x 5,000 securities = 6,500 VND

Day 5^th : transfer 1,500,000 securities Y to the securities company B  à P5 = 500,000 VND (Because 0.5 VND x 1,500,000 securities =750,000 VND > 500,000 VND).

Thus the fee for the transfer for settling D’s account payable in that month:

P1+ P5= 6,500 + 500,000= 506,500 (VND)

b) Irregular transfer for making payment:

- Payers: the depository members that make irregular securities sale during brokerage activities as well as proprietary trading.

The fee for payment transfer payable in a month: P=  ∑Pi

Pi = 0.5 VND x ∑Vj

Pi is the fee for payment transfer on day i

i = 1->n are the days in the month when the securities sale is made

j = 1->m are the ticker symbols that make the sale on day i

Vj is the total securities of code j being sold on day i according to the announcement of the transaction results of VSD.

- Example: in a month, depository member E makes the following transactions:

+ Day 1^st:

Ticker symbol X: Account A purchases 500 securities, account B purchases 1,000 securities

Ticker symbol Y: account A sells 600 securities, account B sells 200,000 securities à the fee for payment transfer of symbol Y: 0.5 VND x (600 securities +200,000 securities) = 100,300 VND

Ticker symbol Z: account A purchases 1,000 securities, account B sells 20,000 securities à the fee for payment transfer of symbol X: 0.5 VND x 20,000 securities = 10,000 VND

The fee for payment transfer on day 1^st payable by member E:

P1= 100,300 VND+ 10,000 VND = 110,300 VND

+ Day 2^nd:

Ticker symbol Y: account A sells 100,000 securities, account B sells 2,000,000 securities à the fee for payment transfer of symbol Y is 500,000 VND (because 0.5 VND x (100,000 securities +2,000,000 securities) = 1,050,000 VND > 500,000 VND).

Ticker symbol Z: account A sells 1,000 securities, account B sells 50,000 securities, account C sells 10,000 securities à the fee for payment transfer of symbol Z: 0.5 VND x (1,000 securities +50,000 securities + 10,000 securities) = 30,500 VND

The fee for payment transfer on day 2^nd payable by member E:

P2= 500,000 VND+ 30,500 VND = 530,500 VND

+ ....

The fee for payment transfer in the month payable by member E:

P1+ P2 +....= 110,300 VND + 530,500 VND + ....

4.2.4. The fee for right enforcement

- The fee for right enforcement is calculated based on the quantity of shareholders (whether they have or have not applied for the depository) on the list of shareholders that exercise their rights made by VSD at each announcement of the last registration day for enforcing the rights of the issuance organizations.

- In case there are many announcements of the right enforcement in a month, the total fee for right enforcement is the sum of the fees for right enforcement.

4.2.5. The fee for error correction after transaction:

Fee payers: the depository member that make incorrect transactions that must be corrected.

n is the number of incorrect transactions settled by VSD

4.2.6. The fee for transferring the securities ownership not via the transaction system of the Stock Exchange

+ The fee for transferring securities ownership is calculated based on the value of the securities ownership transfer made via VSD, not the transaction system of the Stock Exchanges.

The security price is calculated as follows:

- For listed/registered shares: the security price is the price written on the transfer contract, if it is not lower than the reference price of securities on the day VSD makes the ownership transfer; or  the price approved by competent State agencies.

- For cases of giving, donation, inheritance, or the contract is not transferable, or the price is lower than the reference price of securities on the day VSD certifies the ownership transfer, the reference price f securities on the day VSD makes the ownership transfer shall apply.

- For unlisted securities, the security price is the face value.

a) Securities transfer

- The fee for securities transfer where the founding shareholder is restricted from transfer as prescribed by law, and the transfer is approved by competent State agencies, applicable to both the transferor and the transferee.

- The fee for securities transfer in this case is paid via the depository member (where the transferor and the transferee open their securities depository accounts).

b) The cases of ownership transfer for giving, donation, and inheritance:

- The fee for securities transfer is only applicable to the transferee

- The fee for securities transfer in this case is paid via the depository member (where the transferor and the transferee open their securities depository accounts – applicable to deposited securities), or via the issuing organization (applicable to undeposited securities).

c) The fee collected by VSD from the securities transfer in case the founding shareholder is being restricted from transfer as prescribed by law, and the transfer is approved by competent State agencies, shall be distributed to the Stock Exchange at 50% of the fee collected.

4.2.7. The fee for principal and interest payment of Government bonds through an intermediary:

The fee for principal and interest payment of Government bonds through an intermediary in foreign currency must be converted into VND according to the average exchange rates of the month when the principal and interest arise.

5. The implementation responsibility and reporting regime:

5.1. For periodic fees, at least 10 days before the deadline for fee collection as prescribed, the Stock Exchange or VSD must notify the fee payable to the fee payers for them to certify. The fee payer must compare with the data and notify the Stock Exchange or SVD for prompt correction if there is any mistake.

5.2. On the last day for fee collection at the latest, the fee payer must transfer the fee amount to the account of the fee-collecting organization notified by the fee-collecting organization.

5.3. The Stock Exchanges and VSD must provide instruction and explanation for fee payers for them to correctly implement the Circular No. 27/2010/TT-BTC dated February 26^th 2010, on the fees and the regime for collecting, paying, managing, and using the fees for security activities, applicable to the Stock Exchanges and the Vietnam Securities Depository; The Stock Exchanges, VSD, and fee payers are recommended to send reports on the difficulties arising during the course of implementation to the State Securities Commission for consideration and settlement.

5.4. The Stock Exchanges and VSD shall send reports on the fee collection every quarter to the State Securities Commission (according to the form enclosed herewith) on the 20^th of the first month of the succeeding quarter at the latest./.