VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION |
THE SOCIALIST
REPUBLIC OF VIET NAM |
No. 36/QD-HDTV |
Hanoi, April 29, 2025 |
DECISION
RULES FOR DEPOSITORY MEMBERS OF VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
THE BOARD OF DIRECTORS
OF VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION (VSDC)
Pursuant to the Law on Securities dated November 26, 2019;
Pursuant to the Law providing amendments to Law on Securities, Law on Accounting, Law on Independent Audit, Law on State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on National Reserves, and Law on Penalties for Administrative Violations dated November 29, 2024;
Pursuant to the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the Law on Securities;
Pursuant to the Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 providing for issuance, registration, depositing, listing and trading of government debt instruments in securities market;
Pursuant to the Government’s Decree No. 83/2023/ND-CP dated November 29, 2023 providing amendments to the Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 providing for issuance, registration, depositing, listing and trading of government debt instruments in securities market;
Pursuant to the Decision No. 26/2022/QD-TTg dated December 16, 2022 of the Prime Minister of Vietnam on establishment, organization and operation of Vietnam Securities Depository and Clearing Corporation (VSDC);
Pursuant to the Decision No. 1275/QD-BTC dated June 14, 2023 of the Minister of Finance of Vietnam promulgating the Charter on organization and operation of Vietnam Securities Depository and Clearing Corporation (VSDC);
Pursuant to the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance prescribing registration, depositing, clearing and settlement of securities transactions;
Pursuant to the Circular No. 68/2024/TT-BTC dated September 18, 2024 providing amendments to Circulars prescribing securities transactions on securities trading system; clearing and settlement of securities transactions; operation of securities companies, and disclosure of information on securities market;
Pursuant to the Circular No. 18/2025/TT-BTC dated April 26, 2025 of the Minister of Finance of Vietnam providing amendments to the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance prescribing registration, depositing, clearing and settlement of securities transactions, the Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidelines for disclosure of information on securities market, as amended by the Circular No. 68/2024/TT-BTC dated September 18, 2024;
Pursuant to the Official Dispatch No. 1388/UBCK-PTTT dated April 28, 2025 of the State Securities Commission of Vietnam (SSC) giving approval for Rules on securities depository activities of Vietnam Securities Depository and Clearing Corporation (VSDC);
Pursuant to the Resolution No. 103/2025/NQ-HDTV dated April 29, 2025 of the Board of Directors giving approval for promulgation of Rules on business operations of Vietnam Securities Depository and Clearing Corporation (VSDC);
At the request of the General Director of Vietnam Securities Depository and Clearing Corporation (VSDC);
HEREIN DECIDES:
Article 1. “Rules for depository members of Vietnam Securities Depository and Clearing Corporation” ” is enclosed with this Decision.
Article 2. This Decision comes into force from the day on which the Information Technology System of the “Design, solutions, installation and transfer of information technology system - Ho Chi Minh City Stock Exchange” package is put into official operation, and supersedes the Decision No. 49/QD-HDTV dated November 01, 2024 of the Board of Directors of Vietnam Securities Depository and Clearing Corporation (VSDC) issuing Rules for depository members of VSDC.
Article 3. General Director, Director of VSDC’s Ho Chi Minh City Branch, Head of Administration Department, Head of Custodians and Securities Depository Management Department, Chief of Board of Directors Office, Heads of other Departments and Divisions of VSDC, and relevant organizations and individuals are responsible for the implementation of this Decision./.
|
ON BEHALF OF
THE BOARD OF DIRECTORS |
RULES
FOR
DEPOSITORY MEMBERS OF VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
(VSDC)
(Enclosed with the Decision No. 36/QD-HDTV dated April 29, 2025 of the Board
of Directors of Vietnam Securities Depository and Clearing Corporation (VSDC))
Chapter I
GENERAL PROVISIONS
Article 1. Scope
1. This document introduces regulations on the matters concerning depository members (hereinafter referred to as “DMs”) of VSDC, including:
a) Registration as DM, registration of securities depository activities for a DM's branches;
b) Rights and obligations of DMs;
c) Reporting by DMs;
d) VSDC’s supervision of DMs;
dd) Actions against violations committed by DMs, except those in clause 2 of this Article.
2. Actions against violations committed by DMs against regulations on settlement for privately placed bond transactions shall be subject to the Rules on registration, depositing and settlement of transactions of privately placed bonds enclosed with the Decision No. 27/QD-HDTV dated August 10, 2023 of VSDC’s Board of Directors.
Chapter II
DEPOSITORY MEMBERS AND THEIR BRANCHES
Article 2. Registration as depository member
1. Eligibility and documentation requirements, and procedures for registration as DM shall comply with provisions of Article 158 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of the Law on Securities (hereinafter referred to as “Decree No. 155/2020/ND-CP”). The statement of satisfaction of business process requirements and the statement of satisfaction of information technology infrastructure requirements shall be made using the respective Form No. 01/LK-TV and Form No. 02/LK-TV provided in Appendix 01 enclosed herewith.
2. Documentation requirements and procedures for registration as DM after consolidation or merger shall comply with provisions of Article 160 of the Decree No. 155/2020/ND-CP.
3. After obtaining a DM Certificate issued by VSDC using Form No. 03/LK-TV in Appendix 01 enclosed herewith, DM shall follow procedures for registration of its representatives authorized to sign documents used in business operations (authorized signatories) with VSDC using Form No. 04/LK-TV in Appendix 01 enclosed herewith. In case of replacement or addition of its authorized signatories, DM shall be required to provide VSDC with a notice thereof using Form No. 04/LK-TV in Appendix 01 enclosed herewith.
4. In case of changes in its name, headquarters address, legal representative and/or charter capital, DM shall implement the provisions of clause 2 Article 161 of the Decree No. 155/2020/ND-CP. DM shall send a written notice of changes (which is accompanied with a competent authority’s document on such changes) to VSDC.
Article 3. Registration of securities depository activities for DM's branches
1. After receiving the SSC’s written notice of receipt of report on authorization to carry out securities depository activities to its branch, DM shall send a written notice of such authorization, accompanied with the abovementioned SSC's written notice, to VSDC, and follow procedures for registration of authorized signatories of that branch using Form No. 04/LK-TV in Appendix 01 enclosed herewith.
2. VSDC shall give a written notice of receipt of the DM’s notice of authorization to carry out securities depository activities to its branch within 03 business days from its receipt of the DM’s notice.
3. After receiving the VSDC’s notice, DM’s branch may carry out securities depository activities with VSDC as authorized by DM.
4. In case of replacement or addition of authorized signatories of its branch, DM shall be required to provide VSDC with a notice thereof using Form No. 04/LK-TV in Appendix 01 enclosed herewith.
Article 4. Grant of DM codes and depository account numbers to DMs
1. VSDC shall grant DM codes to organizations that have successfully completed procedures for registration as DMS as follows:
a) For securities companies: from 001 to 200;
b) For commercial banks: from 201 to 400;
c) For foreign bank branches: from 401 to 500.
2. Depository account numbers of DMs shall have the following structure:
012.xxx (where: xxx is DM code as prescribed in clause 1 of this Article).
Article 5. Rights and obligations of DMs
1. DMs shall have the following rights:
a) Exercise the rights prescribed in clause 2 Article 56 of the Law on Securities;
b) Open depository accounts of their own and for their clients at VSDC for managing deposited securities;
c) Use services rendered by VSDC, for securities registered at VSDC, and provide services to clients in accordance with regulations of law;
d) Receive information on status of depository accounts provided by VSDC;
dd) Make connections to VSDC’s operational systems according to VSDC’s regulations.
2. DMs shall have the following obligations:
a) Discharge the obligations prescribed in clause 3 Article 56 of the Law on Securities;
b) Provide adequate and accurate information and documents for VSDC to perform operations or render services as prescribed or upon receipt of VSDC’s written request, and bear responsibility for such information and documents provided for VSDC;
c) Bear responsibility for damage caused to VSDC, other DMs and investors, except force majeure events;
d) Pay service charges to VSDC as prescribed;
dd) Comply with the Guideline on processing of business operations through VSDC’s ISO-message based gateway and the Guideline on connection with VSDC's terminal-based gateway;
e) Submit to VSDC written certifications of establishment of business processes using form No. 09/LK-TV in Appendix 01 enclosed herewith (for modified processes) within 30 days from the day on which VSDC makes amendments or modifications to its rules or regulations on business operations.
Article 6. Termination of depository membership
1. VSDC shall consider terminating the membership of DMs by revoking their DM certificates in the cases prescribed in points a, c clause 1 Article 162 of the Decree No. 155/2020/ND-CP .
2. Procedures for revocation of DM certificates shall be followed according to provisions of clause 2 Article 162 of the Decree No. 155/2020/ND-CP while the application form for termination of depository membership in the case prescribed in point c clause 1 Article 162 of the Decree No. 155/2020/ND-CP shall be made using Form No. 05/LK-TV in Appendix 01 enclosed herewith.
Article 7. Termination of securities depository activities of DM's branches
1. VSDC shall consider terminating securities depository activities of a DM’s branch in the cases prescribed in clause 1 Article 12 of the Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance prescribing registration, depositing, clearing and settlement of securities transactions (hereinafter referred to as “Circular No. 119/2020/TT-BTC”).
2. In the cases prescribed in points a, c, d clause 1 Article 12 of the Circular No. 119/2020/TT-BTC , DMs shall be required to follow procedures for termination of securities depository activities of their branches with VSDC within 10 days from the date of the document issued by a competent authority.
3. A package of application for termination of securities depository activities of a DM’s branch includes:
a) An application form which is made using Form No. 06/LK-TV in Appendix 01 enclosed herewith;
b) A copy of the Decision to revoke certificate of registration of securities depository activities/Decision on shutdown of branch issued by a competent authority/SSC’s notice of the branch's failure to satisfy physical and technical facility requirements to serve securities depository activities (for a DM that terminates securities depository activities of its branch as prescribed in clause 2 of this Article).
4. Within 03 business days from its receipt of an adequate and valid application, VSDC shall give a written response to DM on termination of securities depository activities of its branch.
5. DM shall be obliged to receive all obligations from its branch that terminates securities depository activities towards VSDC, clients and relevant units.
Chapter III
REPORTING
Article 8. Periodic reports
1. DMs shall submit monthly reports, as prescribed in clause 2 of this Article, to VSDC (Head office) within the first 05 business days of the following month. VSDC shall consider a DM’s compliance with the time limits for report submission on the basis of the incoming document stamps.
2. Monthly reports to be submitted by a DM include:
a) Report on certification of total securities balance on depository accounts of its clients and on its own account (sorted by ticker symbol) which is made using Form No. 07/LK-TV in Appendix 01 enclosed herewith;
b) Report on certification of securities balance on each investor’s account opened at DM which is made using Form No. 08/LK-TV in Appendix 01 enclosed herewith;
3. In case the data provided by VSDC is found erroneous or different from that of DM, DM shall clearly indicate the erroneous information or differences in its submitted certification reports, and cooperate with VSDC in making adjustments.
Article 9. Ad-hoc reports
Each DM shall submit ad hoc reports to VSDC within 24 hours from the occurrence of any of the following events:
1. Its system serving depositing and settlement activities failed and cannot be recovered from such failure within the same day;
2. There are errors in conducting business operations with VSDC which adversely affect rights and interests of clients.
Article 10. Reports on request
1. VSDC may request DMs to provide information which is deemed necessary to protect rights and interests of investors or to meet reporting requirements imposed by competent authorities.
2. DMs shall submit reports to VSDC by the deadline set by VSDC.
Chapter IV
SUPERVISION OF DEPOSITORY MEMBERS
Article 11. Subjects, contents and method of supervision
1. Subjects of supervision
VSDC shall supervise DMs complying with provisions of clause 2 of this Article.
2. Contents of supervision
a) Supervise DMs complying with the time limits for notification of changes to VSDC upon occurrence of changes in name, headquarters address, legal representative and/or charter capital of DM as prescribed in point a clause 2 Article 161 of the Decree No. 155/2020/ND-CP ;
b) Supervise DMs complying with the time limits for application for registration of securities depository activities for their branches with VSDC as prescribed in clause 5 Article 11 of the Circular No. 119/2020/TT-BTC ;
c) Supervise DMs complying with the time limits for completion of procedures for termination of securities depository activities of their branches with VSDC as prescribed in clause 2 Article 7 hereof;
d) Supervise DMs complying with regulations on reporting to VSDC as prescribed in Chapter III hereof;
dd) Supervise DMs complying with provisions of points d, dd, e clause 2 Article 5 hereof;
e) For organizations that have been issued by SSC with certificates of registration of securities depository activities, VSDC shall supervise their compliance with the time limits for completion of DM registration procedures with VSDC as prescribed in clause 2 Article 59 of the Law on Securities. VSDC shall submit report on any violation detected during its supervision to SSC;
g) Supervision of DMs complying with regulations on other business operations shall be subject to VSDC’s Rules on other business operations.
3. Method of supervision
VSDC shall supervise DMs complying with provisions of clause 2 of this Article on the basis of:
a) Documents, processes, time and method of conducting relevant operations;
b) Periodic reports, reports on request, and ad hoc reports submitted by DMs.
4. VSDC shall take actions against violations committed by DMs and detected during its supervision in accordance with provisions of Chapter V hereof. If any clarifications are deemed necessary, VSDC shall request the relevant DM to provide explanations and/or information to serve its submission of reports and proposals to SSC for consideration within its competence.
Chapter V
ACTIONS AGAINST VIOLATIONS COMMITTED BY DEPOSITORY MEMBERS
Article 12. Actions against violations committed by DMs
1. Depending on the severity of the violation or upon request of SSC, any DM that commits violations against VSDC’s regulations or rules on business operations shall be liable to the following actions:
a) Written reminder;
b) Reprimand;
c) Suspension of securities depository activities;
d) Suspension of securities settlement activities;
dd) Suspension of use of the system for online securities trading code registration;
e) Termination of use of the system for online securities trading code registration;
g) Revocation of DM Certificate.
2. The actions against violations mentioned in clause 1 of this Article shall be taken in specific cases prescribed in Appendix 02 enclosed herewith. These actions shall not be taken against DMs that are following procedures for revocation of DM Certificate.
3. The actions against violations mentioned in points b, c, d, dd, e, g clause 1 of this Article shall be published on VSDC’s website and reported to SSC.
4. Suspension of securities depository activities:
a) Suspension of securities depository activities of a DM includes suspension of its receipt of requests for securities depositing, blockade of securities and transfer of deposited securities outside the securities trading system, except blockade of securities which is made at the request of a competent regulatory authority, transfer of deposited securities outside the securities trading system associated with ownership transfer, transfer of securities for account closure, and transfer of securities for settlement of transactions;
b) The suspension period and extension thereof (if any) shall be specified in the VSDC’s decision on suspension of securities depository activities but shall not exceed 90 days from the issue date of VSDC’s suspension decision.
5. Suspension of securities settlement activities:
a) VSDC shall issue a decision to suspend the violating DM’s settlement for securities transactions after submitting reports to SSC;
b) The suspension period and extension thereof (if any) shall be specified in the VSDC’s decision on suspension of securities settlement activities but shall not exceed 90 days from the effective date of VSDC’s suspension decision;
c) During the suspension period, VSDC shall not carry out settlement for securities transactions conducted by the violating DM, except transactions conducted before the effective date of the suspension decision.
6. Suspension of use of the system for online securities trading code registration:
a) A violating DM may be suspended from using the system for online securities trading code registration for a period not exceeding 30 days. Over this suspension period, if the violating DM still fails to correct the violation, VSDC shall extend the suspension period for an additional period of not exceeding 30 days. During the suspension period, VSDC shall not receive and process applications for securities trading code for the violating DM’s foreign investors;
b) Upon the end of the suspension period after it has been extended, if the violating DM still fails to correct the violation, VSDC shall submit a report on such violation to SSC.
7. Revocation of DM Certificate:
a) VSDC shall consider revoking DM certificates of DMs that are found to have seriously violated VSDC’s regulations on DMs in accordance with provisions of point b clause 1 Article 162 of the Decree No. 155/2020/ND-CP ;
b) Procedures for revocation of DM Certificates and post-revocation actions shall be subject to provisions of clause 2 Article 162 of the Decree No. 155/2020/ND-CP .
Chapter VI
IMPLEMENTATION ORGANIZATION
Article 13. Implementation organization
1. If any legislative documents, VSDC’s rules or regulations referred to in this document are amended or superseded, the new ones shall apply.
2. Exchange of information on business operations between VSDC and DMs shall be carried out adopting the communication methods introduced in VSDC’s Rules on business operations. With respect to business operations on which information must be exchanged by means of messages sent through VSDC's ISO-message based gateway, DMs that have not yet established their own technical systems for sending such messages may send operational information to VSDC through VSDC's terminal-based gateway for a period of 6 months from the effective date of this document. In this case, VSDC shall return transaction processing results to DMs by sending messages through its ISO-message based gateway as the basis to perform recording and accounting tasks, and also make certification of such processing results on its terminal-based gateway. Over this period, VSDC stops exchanging operational information with DMs through its terminal-based gateway. In case DMs/direct account holders cannot send and receive electronic documents according to the methods introduced in VSDC’s Rules on business operations due to technical errors or other force majeure events, such documents shall be sent and received adopting the method proposed by DMs/direct account holders and shall be processed by VSDC within its capability.
3. Difficulties that arise during the implementation of this document should be reported to VSDC for consideration and guidance.
4. Any amendments to this document shall be decided by VSDC’s Board of Directors after obtaining approval from SSC.
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