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| THE MINISTRY OF FINANCE | SOCIALIST REPUBLIC OF VIET NAM |
| No. 60/2004/QD-BTC | Hanoi, July 15, 2004 |
PROMULGATING THE REGULATION ON SECURITIES REGISTRATION, CUSTODY, CLEARING AND SETTLEMENT
THE MINISTER OF FINANCE
Pursuant to the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and securities market;
Pursuant to the Government's Decree No. 77/2003/ND-CP of July 1, 2003 defining the functions, tasks, powers and organizational structure of the Finance Ministry;
At the proposal of the Chairman of the State Securities Commission,
DECIDES:
Article 2.- This Decision takes effect 15 days after its publication in the Official Gazette.
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FOR THE FINANCE MINISTER
VICE MINISTER
Le Thi Bang Tam
ON SECURITIES REGISTRATION, CUSTODY, CLEARING AND SETTLEMENT
(Promulgated together with the Finance Minister's Decision No. 60/2004/QD-BTC of July 15, 2004)
Article 1.- Scope of regulation
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Article 2.- Interpretation of terms
In this Regulation, the following terms shall be construed as follows:
1. Securities registration means the acknowledgement of ownership and other rights as well as relevant obligations of securities owners through the system of information on securities custody and the system of information on securities owners.
2. Securities custody means the receipt of securities deposited by clients, the safe-keeping of securities for clients and the assistance rendered to clients in the exercise of their rights over securities.
3. Agents for ownership right transfer means organizations providing services of managing information on securities owners, transferring ownership right over and distributing securities, and briefing on behalf of issuing organizations relevant information received from issuing organizations to shareholders.
4. Custody members mean securities companies, State-run commercial banks, joint-stock commercial banks, joint-venture banks, branches of foreign banks, which have been granted by the State Securities Commission the custody licenses for provision of securities registration, custody, clearing and settlement services, and have already registered to act as custody members at the Securities Trading Center.
5. Bilateral clearing means a mode of clearing securities transactions matched on the same day between pairs of transaction partners for a certain type of securities, from which net sums of money and securities volume to be settled by each party shall be resulted.
6. Multilateral clearing means a mode of clearing securities transactions matched on the same day among many transaction parties on a certain type of securities, from which net sums of money and securities volume to be settled by each party shall be resulted.
7. Settlement date means the date when the custody member of the purchasing party or the custody member of the selling party is allowed to receive securities or money according to the regulations of the State Securities Commission.
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1. The Securities Trading Center, the Custody Center and custody members are organizations allowed to provide securities registration, custody, clearing and settlement services.
2. The Securities Trading Center shall perform the function of the Custody Center until an independent Custody Center is established.
Article 4.- Conditions for granting custody licenses
1. State-run commercial banks, joint-stock commercial banks or joint-venture banks, which apply for custody licenses, must satisfy the following conditions:
a/ Having been licensed to be established and operate in Vietnam;
b/ Having overdue debts not exceeding 5% on the total debit balance; having earned profits in the latest two years;
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d/ Having at least two professional staff members who possess university degrees and certificates of basic knowledge about securities and securities market and certificates of legal knowledge applicable to the securities sector, granted by the State Securities Commission;
e/ Having one member of the directorate in charge of securities custody operations who possesses the certificate of basic knowledge about securities and securities market and the certificate of law applicable to the securities sector, granted by the State Securities Commission.
2. Vietnam-based branches of foreign banks, which apply for custody licenses, must satisfy the following conditions:
a/ The conditions prescribed in Clause 1 of this Article;
b/ Being licensed for securities custody operations under authorization of their parent banks.
3. Securities companies already granted by the State Securities Commission securities brokerage or dealing licenses.
Article 5.- Dossiers of application for custody licenses
1. State-run commercial banks, joint-stock commercial banks or joint-venture banks, which apply for custody licenses, shall each have to submit to the State Securities Commission a dossier set comprising the following documents:
a/ An application for custody license (made according to a set form);
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c/ The written description of the material and technical foundations in service of securities custody operations (made according to a set form);
d/ The list of professional staff members enclosed with registration dossiers of those staff members who fully satisfy the conditions for provision of custody services (made according to a set form);
e/ Audited financial statements for the latest two consecutive years;
f/ The resume of the bank's directorate member in charge of securities custody operations (made according to a set form) and valid copies of his/her certificates of professional knowledge about securities defined at Point e, Clause 1, Article 4 of this Regulation;
g/ The plan on provision of securities custody services in the first 12 months of operation.
2. Vietnam-based branches of foreign banks, which apply for custody licenses, shall each have to submit to the State Securities Commissions a dossier set comprising the following documents:
a/ Documents prescribed at Point a, c, d, e, f and g, Clause 1 of this Article;
b/ Documents of the Vietnam-based branch's foreign bank, including:
i/ The charter of the foreign bank;
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iii/ Audited financial statements for the latest two consecutive years and the report on custody operation of the foreign bank;
c/ The valid copy of the establishment and operation license of the Vietnam-based branch;
d/ The foreign bank's letter of authorizing its Vietnam-based branch to conduct securities custody operation.
Documents prescribed at Points b and d, Clause 2 of this Article include their originals in the language of the home country of the foreign bank and their Vietnamese translations notarized by the Vietnamese Notary Public.
Article 6.- Procedures for granting custody licenses
1. Within 30 days after receiving valid dossiers, the State Securities Commission shall grant securities custody licenses to State-run commercial banks, joint-stock commercial banks, joint-venture banks and branches of foreign banks. In case of refusal to grant licenses, the State Securities Commission shall clearly justify the reasons therefor in writing.
2. Before receiving custody licenses, Vietnamese commercial banks, joint-venture banks and branches of foreign banks shall have to pay the licensing fee according to current law provisions.
3. The consideration for grant of custody licenses to securities companies shall be carried out simultaneously with the consideration for grant of securities brokerage or dealing licenses.
4. Dossiers of application for custody operation licenses for securities companies shall comprise the documents prescribed at Points c and d, Clause 1, Article 5 of this Regulation.
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1. State-run commercial banks and joint-stock commercial banks being custody members can register the provision of securities custody services by their head-offices or branches with the State Securities Commission when such head-offices or branches satisfy the following conditions:
a/ The conditions prescribed at Points c and d, Clause 1, Article 4 of this Regulation;
b/ One member of the directorate of the head office or branch in charge of securities custody possesses the certificate of basic knowledge about securities and securities market and the certificate of law applicable to the securities sector, granted by the State Securities Commission.
2. A registration dossier prescribed in Clause 1 of this Article comprises:
a/ An application for registration of the head office or branch providing securities custody services (made according to a set form);
b/ The written description of material and technical foundations of the head-office or branch in service of securities custody operations (made according to a set form);
c/ The letter of the State-run commercial bank or join-stock commercial bank authorizing its head-office or branch to conduct securities custody operations (made according to a set form);
d/ The resume of the member of the directorate of the head-office or the branch, who is in charge of securities custody operations (made according to a set form) and valid copies of his/her certificates of professional securities knowledge prescribed at Point b, Clause 2, Article 7 of this Regulation;
e/ The list of professional staff members engaged in securities custody operations at the head-office or branch of the custody member, enclosed with registration dossiers of professional staff members qualified for providing custody services (made according to a set form).
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3. Within 15 working days after receiving the valid dossiers, the State Securities Commission shall approve the registration of securities custody operations for head-offices or branches of the organizations defined in Clause 1 of this Article.
Article 8.- Registration of custody members
1. Within 12 months after being granted custody licenses by the State Securities Commission, securities companies, State-run commercial banks, joint-stock commercial banks, joint-venture banks, Vietnam-based branches of foreign banks shall have to carry out the procedures for registering themselves as custody members at the Securities Trading Center, open securities custody accounts at the Securities Trading Center and make contributions to the settlement support fund according to regulations.
2. The order and procedures for registering custody members and opening accounts mentioned in Clause 1 of this Article shall be prescribed by the Securities Trading Center.
3. After granting certificates of custody members, the Securities Trading Center shall have to send reports on registration of custody members for the said organizations to the State Securities Commission.
Article 9.- Rights and obligations of custody members
1. Custody members have the rights:
a/ To request clients to supply necessary information or documents for the securities registration, custody, clearing and settlement;
b/ To collect charges for use of securities registration, custody, clearing and settlement services from clients according to law provisions;
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d/ To supply support securities to, and receive support securities from, other custody members in cases where they are temporarily unable to settle and refund securities according to law provisions.
2. Custody members have the obligations:
a/ To take full responsibility for their securities custody, registration or settlement operations as well as those of head-offices or branches already registered for custody operation;
b/ To provide securities custody and settlement services to clients regarding securities of the types prescribed in Article 18 of this Regulation, then put such securities in custody at the Securities Trading Center;
c/ To supply to the Securities Trading Center necessary information or documents for the securities registration, custody, clearing and settlement;
d/ To authorize in writing the banks designated for settlement to effect the payment of money related to securities transactions (according to a set form);
e/ To authorize in writing the Securities Trading Center to conduct operations related to the clearing of securities transactions (according to a set form);
f/ To make commitments to abide by the regulations of the State Securities Commission, the Securities Trading Center and banks designated for settlement on matters related to securities registration, custody, clearing and settlement operations (according to a set form);
g/ To make contributions to the settlement support fund according to law provisions.
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1. Custody members shall be suspended from securities custody operation for no more than 60 days in the following cases:
a/ They no longer fully satisfy the conditions for grant of custody licenses prescribed in Clause 1, Article 4 of this Regulation, except for those prescribed at Point b, Clause 1, Article 4;
b/ They fail to perform the obligations of custody members, prescribed in Clause 2, Article 9 of this Regulation;
c/ They frequently violate the provisions of Articles 51, 52 and 53 of this Regulation;
d/ It is so proposed by the Securities Trading Center when they violate the regulations of the Securities Trading Center.
2. Custody members shall have their custody licenses withdrawn in the following cases:
a/ Upon the expiry of the duration of custody operation suspension, they still fail to remedy their violations prescribed in Clause 1 of this Article;
b/ They fail to commence their securities custody operations within 12 months after being granted securities custody licenses, except for cases where the custody banks are the banks supervising and safe-keeping the assets of investment funds;
c/ They voluntarily apply for termination of securities custody operation and get the approval of the State Securities Commission after considering their applications for withdrawal of securities custody licenses (made according to a set form);
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3. Before terminating their securities custody operations, custody members shall have to fulfill the following obligations:
a/ Fulfilling the securities settlement obligation toward the Securities Trading Center and pay money to the banks designated for settlement;
b/ Carrying out the procedures for liquidating securities custody accounts at the Securities Trading Center and liquidating securities custody accounts of clients at custody members.
4. The procedures for liquidating securities custody accounts shall comply with the regulations of the Securities Trading Center.
5. After the custody members liquidate the securities custody accounts, the Securities Trading Center shall have to refund the custody members their remaining contribution already made to the Settlement Support Fund after subtracting their debt liabilities toward the Securities Trading Center and the banks designated for settlement, and report such to the State Securities Commission.
Article 11.- Dossiers and procedures for registering professional staffs
1. A dossier of registration of a Vietnamese citizen to work as professional staff comprises:
a/ An application for registration of professional staff to conduct securities custody operation (made according to a set form);
b/ Valid copies of his/her certificate of basic knowledge about securities and securities market, certificate of law applicable to the securities sector, and university diploma;
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2. A dossier of registration of a foreign citizen to work as a professional staff in Vietnam comprises:
a/ The documents prescribed at Points a and b, Clause 1 of this Article;
b/ The valid copy of his/her passport;
c/ The valid copy of his/her permit to work in Vietnam granted by the Vietnamese Ministry of Labor, War Invalids and Social Affairs.
3. After custody members complete the procedures for registering their professional staffs, the State Securities Commission shall notify the lists of professional staff members to the Securities Trading Center and the custody members.
Article 12.- Securities registration
1. All securities listed or registered for trading at the Securities Trading Center must be registered for concentrated custody at the Securities Trading Center. The securities registration covers:
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b/ The management of registers of securities owners;
c/ The management of registers of transferred securities and pledged securities;
d/ The elaboration of lists of securities owners in preparation for annual shareholders' congresses;
e/ The provision of services of sending invitations to shareholders and making minutes of shareholders' general assembly meetings;
f/ The performance of jobs related to the settlement of dividends, bond interests and rights of shareholders;
g/ The performance of securities registration operations related to the increase or decrease of capital of issuing organizations;
h/ The supervision of rates of foreign parties' participation;
i/ Other jobs prescribed by law.
2. The procedures for registering securities at the Securities Trading Center shall comply with the regulations of the Securities Trading Center.
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1. To accurately and fully record, and update information on registered securities.
2. To preserve, archive, gather and process data related to securities registration.
3. To effect the internal control in order to protect clients or securities owners.
4. To supervise custody members in the listing of securities owners that have their securities kept in custody at the Securities Trading Center and monitor the securities possession percentages of securities owners in compliance with law provisions.
5. To provide guidance on the procedures for securities registration to custody members.
6. To provide services of transferring ownership right over securities already registered for concentrated custody at the Securities Trading Center.
7. To perform the function of registering security transactions for securities already registered for concentrated custody at the Securities Trading Center.
8. To collect charges from custody members for use of securities registration services according to law provisions.
9. To prescribe rights and obligations of custody members in securities registration operation.
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1. Each type of securities shall be separately registered with the following information:
a/ Information on securities;
b/ Information on securities owners.
2. The specific contents of information mentioned in Clause 1 of this Article shall be prescribed by the Securities Trading Center.
Article 15.- Change of registration information
1. When it is necessary to change securities ownership, full names and/or addresses of securities owners, or to alter information on a legal person owning securities, a custody member or issuing organization shall have to submit to the State Securities Commission one set of dossier of application for alteration of information on securities registration.
2. Dossiers mentioned in Clause 1 of this Article shall be prescribed by the Securities Trading Center.
3. The Securities Trading Center must readjust registration information to suit the information supplied by custody members or issuing organizations. If detecting contradictory information on securities registration, the Securities Trading Center shall have to process such information as appropriate after confirming them with the concerned parties.
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Article 16.- Principles for conducting securities custody operation
1. Securities listed or registered for trading at the Securities Trading Center must be kept in concentrated custody at the Securities Trading Center.
2. Custody members may provide their clients with custody services for securities other than those prescribed in Clause 1 of this Article. The Securities Trading Center may undertake the re-custody of such securities if custody members so request. The Securities Trading Center shall guide the registration of custody of such types of securities.
3. Securities of the same type shall be put in the concentrated custody at the Securities Trading Center in form of general custody; securities owners shall become co-owners of securities in general custody according to the proportions of their securities in custody.
4. The custody of clients' securities shall be managed at two levels: clients put their securities in custody at custody members and the custody members put their clients' securities in re-custody at the Securities Trading Center.
5. Custody members must open securities custody accounts at the Securities Trading Center. The State Bank of Vietnam, credit institutions and other organizations engaged in bidding, issuing agency and issuance underwriting for Government bonds may directly open Government bond custody accounts for themselves at the Securities Trading Center and receive custody services provided by the Securities Trading Center. The procedures for opening Government bond custody accounts at the Securities Trading Center shall comply with the regulations of the Securities Trading Center.
6. Custody members keeping in custody securities of their clients shall register their names as parties authorized to conduct securities registration, custody, clearing and settlement operations. To have their securities kept in custody at custody members, clients must sign contracts on opening of securities custody accounts with custody members.
7. The Securities Trading Center keeping in custody securities from custody members shall register its name as a party authorized by custody members to conduct securities registration, custody, clearing and settlement operations.
Article 17.- Types of securities to be kept in concentrated custody at the Securities Trading Center
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2. The receipt of securities for concentrated custody at the Securities Trading Center shall be effected for issuance of securities for which the registration procedures have been completed at the Securities Trading Center.
1. To provide custody services on types of securities prescribed in Clause 1 of Article 17 of this Regulation.
2. To supply to custody members the copied list of securities custody accounts of custody members at the Securities Trading Center.
3. To notify custody members of law provisions and procedures related to securities custody operations and provide them with guidance thereon.
4. To bear responsibility for damage it causes to custody members except for cases where it is due to force majeure circumstances accepted by law.
5. To collect securities custody service charges from service-using custody members according to law provisions.
Article 19.- Securities custody accounts of custody members
1. Securities custody accounts include:
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b/ Trading halt accounts;
c/ Pledge accounts;
d/ Securities clearing settlement accounts;
e/ Transaction error correction accounts;
f/ Lay-off accounts;
g/ Other accounts prescribed by law.
2. Securities custody accounts defined in Clause 1 of this Article are categorized as follows:
a/ Securities custody accounts for domestic investors;
b/ Securities custody accounts for foreign investors;
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3. The custody members' securities custody accounts opened at the Securities Trading Center must express the following contents:
a/ Their serial numbers;
b/ Names and addresses of custody members;
c/ Quantity, type and code of securities in custody;
d/ Increased or decreased quantity of securities in custody.
Article 20.- Securities custody accounts of clients at custody members
1. Custody members must manage securities custody accounts of their clients according to the following principles:
a/ Clients' securities custody accounts must be separated from the custody members' securities custody accounts;
b/ Custody members must not use securities in their clients' securities custody accounts for the interests of a third party or for their own interests;
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d/ The fund management company must open separate custody accounts for itself and for each securities investment fund under its management.
2. The clients' securities custody accounts at custody members include the following accounts:
a/ Traded securities accounts;
b/ Trading halt accounts;
c/ Pledge accounts;
d/ Securities clearing settlement accounts;
e/ Transaction error correction accounts;
f/ Lay-off accounts;
g/ Other accounts according to current regulations.
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a/ Their serial numbers;
b/ Names and addresses of account owners;
c/ People's identity cards' serial numbers, for clients being Vietnamese, or passports' serial numbers, for clients being foreigners; business registration certificates' serial numbers, for clients being enterprises; or establishment licenses' serial numbers, for clients being other organizations;
d/ Quantity, type and code of securities;
e/ Increased or decreased quantity of securities;
f/ Other necessary information.
4. Clients are obliged to promptly notify custody members of any change or error in information contained in their securities custody accounts at custody members. Custody members must record changes or correct errors notified by their clients in a prompt and accurate manner.
1. Foreign organizations and individuals that purchase or sell securities on the central trading market must register foreign investment management codes with the Securities Trading Center through custody members according to regulations of the Securities Trading Center.
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3. The Securities Trading Center is obliged to guide custody members in opening custody accounts for foreign investing organizations and individuals.
Article 22.- Securities deposit
1. Depositing of securities certificates:
a/ Securities certificates to be deposited at the Securities Trading Center must satisfy the following conditions:
i/ Being securities of issuing organizations, already registered for custody at the Securities Trading Center;
ii/ Not being counterfeit securities, securities with expired circulation duration, damaged securities, reportedly stolen securities, securities under disputed ownership;
iii/ Signatures on securities certificates must be valid ones.
b/ When detecting counterfeit securities, the Securities Trading Center shall make written records thereon, stating the serial numbers and types of securities, seize and make a list of such securities, then notify such to the concerned custody members.
c/ Custody members must bear full responsibility when the Securities Trading Center detects that their securities already put in custody at the Center are counterfeit, reportedly stolen, no longer invalid for circulation, ineligible for custody, invalid or the certification signatures on securities certificates are counterfeit or invalid ones.
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a/ Custody members shall deposit shareholder certification books submitted by clients or their own shareholder certification books at issuing organizations.
b/ Issuing organizations, after receiving the shareholder certification books prescribed at Point a, Clause 2 of this Article, shall have to perform the following jobs:
i/ Checking the legality and validity of shareholder certification books and notifying in writing the custody members of the checking results;
ii/ Drawing up the lists of securities owners with custody requirements according to each custody member and sending such list to the Securities Trading Center, enclosed with shareholder certification books to evidence securities quantities currently held by securities owners.
c/ The Securities Trading Center shall base itself on the lists of securities owners drawn up by issuing organizations to make corresponding entries to securities custody accounts of custody members. Issuing organizations must take full responsibility for the lists of securities owners.
3. The reception of deposited securities according to Clauses 1 and 2 of this Article shall comply with the order and procedures prescribed by the Securities Trading Center.
4. In the course of depositing securities according to Clauses 1 and 2 of this Article, if disparities arise, custody members must notify them to the Securities Trading Center, so that the Securities Trading Center, the issuing organizations and custody members can jointly check them and make necessary modifications.
Article 23.- Depositing of securities of new or additional issuances for capital increase
1. Within 5 working days before the date of securities issuance, issuing organizations must send to the Securities Trading Center reports on securities distribution plans made according to a set form.
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Article 24.- Effect of securities custody
1. The securities custody shall become effective as from the time the Securities Trading Center make corresponding book entries to the custody members' securities custody accounts opened at the Securities Trading Center, except for the cases prescribed in Clause 2 of this Article.
2. In cases where custody members underwrite securities issuance or subscribe for securities already registered for custody at the Securities Trading Center, the custody of concerned securities shall be effective on the issuance date or the date notified by issuing organizations.
Article 25.- Withdrawal of securities
1. The withdrawal of securities shall be effected according to regulations of the Securities Trading Center.
2. Securities withdrawn in form of certificates must comply with the form set by the Finance Ministry and the State Bank; if they are withdrawn in form of shareholder certification books, they must comply with the regulations of the Finance Ministry and charters of issuing organizations.
Article 26.- Account transfer of securities
1. The account transfer of securities on securities custody accounts must comply with the account transfer requirements and the other enclosed original vouchers (if any). The account transfer of securities in cases of presentation, donation or inheritance must comply with the provisions of this Regulation and relevant law provisions. After making book entries to securities custody accounts, the Securities Trading Center shall send corresponding notices to custody members.
2. The Securities Trading Center shall make copies of the list of securities custody accounts of custody members on the last working day of each month and send them to custody members on the first working day of the subsequent month.
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4. Custody members must be responsible for damage they cause to the Securities Trading Center or securities owners due to non-performance of obligations prescribed in Clause 3 of this Article.
1. The Securities Trading Center shall not carry out the procedures for accepting the securities deposit, allow the securities withdrawal and account transfers, except for cases where account transfers for securities transactions effected through the trading system of the Securities Trading Center, on the days prescribed below:
a/ The time period from the working day preceding the final registration day to the working day immediately after the final registration day;
b/ Working days prescribed by the Securities Trading Center for case of stock split or reserve split or conversion of convertible stocks at requests;
c/ Working days prescribed by the Securities Trading Center for case of settlement of bond principals and interests;
d/ Working days when the Securities Trading Center is unable to execute clients' requests for technical reasons. In these cases, the Securities Trading Center must notify in advance the concerned custody members of the reasons and the duration it does not carry out the procedures for depositing securities, does not allow the securities withdrawal or securities account transfers.
2. Besides the days prescribed in Clause 1 of this Article, the Securities Trading Center shall not allow the securities withdrawal and account transfers when the securities deposit has not yet become effective according to the provisions in Article 24 of this Regulation.
Article 28.- Securities pledge
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2. The securities pledge shall be effected according to the following principles:
a/ The pledge of securities in concentrated custody at the Securities Trading Center must be effected through pledge contracts registered as security transactions at the Securities Trading Center.
b/ The authorization by the pledgor and the pledgee for a custody member, as a third party, to manage pledged securities shall comply with the provisions of the securities pledge contract between the parties.
c/ The pledge of securities of investors shall be effected at custody members. Custody members shall have to manage the pledged securities volumes of investors via securities pledge accounts of custody members at the Securities Trading Center.
3. Right after the custody member of the pledgor transfers the securities volume to be pledged from the client's traded securities account to the pledged securities account, the custody member must send relevant vouchers to the Securities Trading Center. If such vouchers are valid, the Securities Trading Center shall make corresponding book entries. In cases where the Securities Trading Center receives relevant vouchers before 15:00 hrs on the same day, the pledge shall become effective right on such day. Where the Securities Trading Center receives relevant vouchers after 15:00 hrs, the pledge shall become effective on the working day immediately after such day.
4. After making the account transfer of pledged securities from the traded securities account to the pledged securities account, the Securities Trading Center must notify in writing the concerned custody members thereof. The Securities Trading Center must suspend the withdrawal or transfer of securities on the securities pledge account during the pledge period.
Article 29.- Release of pledged securities
1. The release of pledged securities shall be effected according to the following principles:
a/ The release of pledged securities shall be requested by the pledgee which shall send its request to the custody member of the pledgor.
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c/ The parties may request the release of whole or part of the pledged securities volume.
2. The order and procedures for releasing pledged securities shall be prescribed by the Securities Trading Center, which must ensure that the pledged securities are released on time to clients.
3. After the release of pledged securities, the Securities Trading Center must notify in writing the concerned custody members of such release.
Article 30.- Handling of pledged securities
1. The handling of pledged securities shall comply with law provisions on securities transactions.
2. In cases where the parties choose the sale of securities to handle pledged securities, the sale of pledged securities shall be effected through the Securities Trading Center's trading system according to its regulations.
SECURITIES CLEARING AND SETTLEMENT
Article 31.- Scope of application and time limit for settlement of securities transactions
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2. The Securities Trading Center is obliged to specify the time for conducting the clearing and settlement.
Article 32.- Modes of clearing and settlement of securities transactions
1. The clearing of round-lot and big-lot transactions shall be effected by mode of multilateral clearing. The mode of bilateral clearing shall apply to some cases or certain types of transactions according to the Securities Trading Center's regulations.
2. The settlement of odd-lot transactions shall be effected directly between custody members being securities companies engaged in dealing operations and investors.
Article 33.- Principles for clearing and settlement of securities transactions
1. The settlement of securities transactions must comply with the principle that delivery of securities is made simultaneously with settlement of money.
2. The settlement of securities transactions must conform with the securities volume and money amounts stated in settlement vouchers.
3. The settlement of money must be made by mode of account transfer via the system of accounts of custody members and the Securities Trading Center, opened at the banks designated for settlement.
4. The securities settlement must be made by mode of account transfer via the system of traded securities accounts, accounts for clearing settlement of traded securities of custody members, opened at the Securities Trading Center.
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1. The order for effecting the clearing and settlement of securities transactions shall be prescribed by the Securities Trading Center on the principle of observing the settlement time limit prescribed in Clause 2, Article 31 of this Regulation and complying with law provisions.
2. The order for correcting post-transaction errors of clients shall comply with the Securities Trading Center’s regulations.
Article 35.- Banks designated for settlement
1. Banks designated for settlement are commercial banks designated by the State Securities Commission to open cash settlement accounts for the Securities Trading Center and custody members in service of cash settlement for securities transactions.
2. Banks designated for settlement shall be answerable before the State Securities Commission and the Securities Trading Center for their operations and operations of head-offices and branches authorized by banks to perform the task of designated settlement in:
a/ Paying fully and on time for securities transactions already conducted at the Securities Trading Center;
b/ Supporting the Securities Trading Center to ensure cash settlement for securities transactions in case of necessity;
c/ Observing the information, reporting and information confidentiality regime according to current law provisions;
d/ Ensuring necessary material and technical foundations and manpower in service of cash settlement for securities transactions.
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The settlement support fund is a fund formed from cash contributions of custody members and shall be used for making cash settlements for custody members in cases where such custody members lose their capability to make cash settlements upon transactions.
Article 37.- Obligation of custody members to contribute to the settlement support fund
1. All custody members are obliged to contribute each a sum of money at an initially fixed level and annual contribution level to the settlement support fund's account opened at a bank designated for settlement in the Securities Trading Center's name. Contributions for a year shall be made in the first month of the following year.
2. Contribution levels of custody members to the settlement support fund shall be as follows:
a/ The initially fixed contribution level shall be VND 120 million for custody members being securities companies, and VND 80 million for custody members being commercial banks;
b/ The annual contribution level shall be equal to 0.008% of the dealing or brokerage transaction turnover of custody members being securities companies, or of the transaction value paid by custody members being banks in the preceding year.
Article 38.- Management of the settlement support fund
1. The settlement support fund shall be managed by the Securities Trading Center. The Securities Trading Center must deposit all custody members' contributions to the settlement support fund into a deposit account bearing its name at the bank designated for settlement.
2. The Securities Trading Center shall have to manage the settlement support fund in order to render timely supports to custody members in cases such custody members lose the capability to make cash settlements.
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4. The Securities Trading Center is obliged to distribute deposit interests generated from the management of the settlement support fund in proportion to the contributed amount and contribution time of each member after subtracting the fund management expenses incurred by the Securities Trading Center at the level prescribed by the Finance Ministry.
5. Fines collected from custody members that breach the settlement obligation shall be recorded as an increase on sub-accounts of other custody members that have rendered supports in proportion to the amounts deducted from such sub-accounts.
Article 39.- Use of the settlement support fund
1. The Securities Trading Center may use the settlement support fund to make temporary settlements on behalf of custody members in cases where such custody members are insolvent.
2. The use of the settlement support fund's money in cases where custody members lose their capability to make cash settlements shall comply with the following order:
a/ Automatic deductions from the violating custody members' contributions to the settlement support fund;
b/ Where the contributions mentioned at Point a, Clause 2 of this Article are not enough for settlement, the Securities Trading Center shall make deductions from the contributions of other custody members in proportion to their contribution levels to the settlement support fund.
Article 40.- Liabilities of custody members that breach the settlement obligation
Custody members that breach the settlement obligation leading to the use of the settlement support fund must bear the following liabilities:
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2. If past such time limit, the custody members still fail to fulfill the settlement obligation, they shall be subject to the fine level of 6%/day as from the 6th working day on after the use of the settlement support fund.
Article 41.- Refund of the settlement support fund
1. Custody members' contributions to the settlement support fund shall be refunded when such members terminate their securities custody operations according to Article 10 of this Regulation.
2. The refund of the settlement support fund to custody members that terminate their securities custody operations shall be effected after the Securities Trading Center deduct payable amounts (liabilities) or fund amounts used by such custody members.
Article 42.- Securities supports
1. In cases where custody members are in securities insolvency, they may receive securities supports from the following sources to ensure the settlement within the prescribed time limit:
a/ Other custody members;
b/ Clients after obtaining their written consents;
c/ Other sources.
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3. Custody members losing the capability to pay securities must bear all costs and damage incurred and shall be fined according to the regulations of the State Securities Commission and the Securities Trading Center.
EXERCISE OF RIGHTS OF SECURITIES OWNERS
Article 43.- Final reports on right distribution
1. Upon receiving notices on final registration days from issuing organizations, the Securities Trading Center shall send notices on final registration days to custody members.
2. After receiving notices on final registration days from the Securities Trading Center, custody members shall draw up lists of securities owners according to the information contents prescribed by the Securities Trading Center and send them to the Securities Trading Center within the prescribed time limit. Custody members shall bear all losses incurred due to non-performance or improper or inadequate performance of the obligation to draw up lists of securities owners.
3. The Securities Trading Center shall draw up and send the sum-up list of securities owners on the final registration day and the general report on distribution of securities owners’ rights to the issuing organizations. Issuing organizations shall have to certify the accuracy of such reports with the Securities Trading Center.
4. Basing itself on the general report on right distribution and types of right already certified by the issuing organizations, the Securities Trading Center shall make and send reports on distribution of securities owners' rights upon each custody member to concerned custody members.
5. Only securities owners named in the list of securities owners drawn up by the Securities Trading Center on the final registration day may receive the arising rights related to the ownership of securities already registered for concentrated custody at the Securities Trading Center.
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7. The order, procedures and specific time limit for compiling and sending documents prescribed in Clauses 1, 2, 3, 4 and 5 of this Article shall be prescribed by the Securities Trading Center on the principle of guaranteeing interests of shareholders and complying with the current Enterprise Law.
Article 44.- Exercise of rights of securities owners
Upon receiving written requests of securities owners sent through custody members for the exercise of rights over securities in custody at the Securities Trading Center as prescribed in Article 45, 46, 47, 48 and 49 of this Regulation, the Securities Trading Center shall exercise as an entity authorized by custody members on the latter's behalf the rights related to the securities ownership in compliance with the provisions of Clauses 4 and 6, Article 16 of this Regulation.
Article 45.- Exercise of the voting right
1. At requests of securities owners, the Securities Trading Center shall participate in voting on behalf of securities owners under the latter's authorization.
2. The order and time limit for sending requests for participation in voting on behalf of securities owners mentioned in Clause 1 of this Article shall be prescribed by the Securities Trading Center.
Article 46.- Exercise of the right to purchase stocks
1. After receiving stock subscriptions and money from custody members, the Securities Trading Center shall have the obligations:
a/ To check and certify the possession of rights to purchase stocks of the concerned custody members with such custody members.
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2. The order and time limit for filing applications for exercise of the right to purchase stocks to issuing organizations and transferring stock purchase money shall be prescribed by the Securities Trading Center.
3. After receiving reports on stock distribution in case of exercise of the right to purchase stocks of issuing organizations, the Securities Trading Center shall have the obligations:
a/ To account such stock volume into securities custody accounts of the concerned custody members;
b/ To notify promptly the concerned custody members of the results of exercise of the right to purchase stocks.
3. When the issuing organizations issue the right to purchase stocks, the Securities Trading Center shall have to gather and distribute the rights to purchase stocks strictly according to the contents and requirements of issuing organizations.
Article 47.- Exercise of the right to convert convertible bonds
1. Issuing organizations are obliged to supply information on conversion of convertible bonds to the Securities Trading Center at least 10 working days before the date such conversion is effected.
2. Basing itself on requests for conversion of convertible bonds made and sent to it by custody members, the Securities Trading Center shall make and send requests for conversion of convertible bonds into new stocks to the issuing organizations.
3. The Securities Trading Center makes and sends reports on issuance of new stocks detailed according to custody members to concerned custody members, and concurrently account the newly issued stock volume into custody accounts and send copies of the list thereof to the concerned custody members.
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1. The Securities Trading Center shall distribute dividends, bonus stocks or bond principals and interests to the concerned custody members on the working day being the date of maturity for settlement of dividends, bonus stocks or bond principals and interests in proportion to the securities possession rates of custody members at issuing organizations.
2. In cases where the Securities Trading Center cannot distribute dividends, bonus stocks or bond principals and interests within the time limit prescribed in Clause 1 of this Article, it must notify the custody members within 24 hours of the delay reasons.
Article 49.- Exercise of the rights of securities owners over withdrawn securities
1. The Securities Trading Center shall exercise the rights arising in relation to securities of persons named in the list of securities owners on the final registration day in cases where those securities have been withdrawn as follows:
a/ Regarding the right to purchase stocks or the right to convert convertible bonds, the Securities Trading Center shall subscribe for newly issued securities or receive and distribute the rights to purchase stocks only when the securities withdrawers send their written requests therefor through custody members.
b/ Regarding dividends, bonus stocks, or bond principals and interests, the Securities Trading Center shall receive and pay or transfer them at written requests of custody members.
2. The Securities Trading Center shall not exercise the rights of securities owners other than the rights prescribed at Points a and b, Clause 1 of this Article.
3. In case of necessity, the Securities Trading Center shall open a separate account for accounting stocks received from issuing organizations according to the provisions of Clause 1 of this Article.
4. In cases where securities owners have already withdrawn their securities and are not named in the list of securities owners on the final registration day, the Securities Trading Center shall exercise the rights of securities owners only when it obtains the written authorization of issuing organizations.
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The Securities Trading Center shall prescribe the specific order and procedures for the exercise of the rights prescribed in Articles 46, 47, 48 and 49 of this Regulation.
Article 51.- Periodical reports
1. Monthly, quarterly and annually, the Securities Trading Center shall have to send reports on securities custody operations, made according to a set form, to the State Securities Commission.
2. Monthly, quarterly and annually, the custody members shall have to send reports on their securities custody operations, made according to a set form, to the State Securities Commission.
3. Monthly, quarterly and annually, the banks designated for settlement shall have to send reports on their transaction-clearing operations, made according to a set form, to the State Securities Commission.
4. Reporting time limits are prescribed as follows:
a/ Monthly reports shall be sent to the State Securities Commission within 5 working days of the following month;
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c/ Annual reports shall be sent to the State Securities Commission within 90 first days of the following year.
5. The Securities Trading Center is obliged to keep confidential information on the accounts of custody members. The transmission of statistical reporting data must be effected in compliance with the principle of confidentiality.
Article 52.- Irregular reports
The Securities Trading Center, custody members, banks designated for settlement shall have to report to the State Securities Commission within 24 hours after the occurrence of the following events:
1. Directorate’s members who are in charge of securities custody operations of custody members are changed.
2. Dossiers and documents related to the securities registration, custody, clearing and settlement are lost;
3. Securities registration, custody, clearing and settlement operations are partly or wholly paralyzed.
4. Counterfeit securities are detected.
Article 53.- Reports at requests
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2. The Securities Trading Center, custody members and banks designated for settlement shall have to report to the State Securities Commission within 48 hours after receiving the requests therefor prescribed in Clause 1 of this Article.
INSPECTION, SUPERVISION AND HANDLING OF VIOLATIONS
Article 54.- Inspection and supervision
1. Custody members, professional staff members of custody members, banks designated for settlement and concerned employees shall submit to the supervision by the Securities Trading Center and submit to the supervision, inspection and examination by the State Securities Commission in compliance with current law provisions.
2. The Securities Trading Center submits to the supervision, inspection and examination by the State Securities Commission in compliance with current law provisions.
Article 55.- Handling of violations
Acts violating the provisions of this Regulation shall be sanctioned according to current law provisions.
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Article 56.- Implementation provisions
The amendment and supplementation of this Regulation shall be decided by the Finance Minister.
Decision No. 60/2004/QD-BTC of July 15, 2004 promulgating the regulation on securities registration, custody, clearing and settlement
- Số hiệu: 60/2004/QD-BTC
- Loại văn bản: Quyết định
- Ngày ban hành: 15/07/2004
- Nơi ban hành: Bộ Tài chính
- Người ký: Lê Thị Băng Tâm
- Ngày công báo: Đang cập nhật
- Số công báo: Đang cập nhật
- Ngày hiệu lực: Kiểm tra
- Tình trạng hiệu lực: Kiểm tra