Circular 18/2025/TT-BTC amend Circular 119/2020/TT-BTC and Circular 96/2020/TT-BTC, on regulations for registration, depository, clearing and settlement of securities

CIRCULAR

Amending and supplementing a number of articles of the Minister of Finance’s Circular No. 119/2020/TT-BTC dated December 31, 2020, on regulations for registration, depository, clearing and settlement of securities, and the Minister of Finance’s Circular No. 96/2020/TT-BTC dated November 16, 2020, guiding the disclosure of information on the securities market, which had a number of articles amended and supplemented under the Minister of Finance’s Circular No. 68/2024/TT-BTC dated September 18, 2024

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law Amending and Supplementing a Number of Articles of the Law on Securities, Accounting Law, Law on Independent Audit, Law on the State Budget, Law on Management and Use of Public Property, Law on Tax Administration, Law on Personal Income Tax, Law on the National Reserve and Law on Handling of Administrative Violations dated November 29, 2024;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law Amending and Supplementing a Number of Articles of the Law on Public Investment, Law on Investment in the Form of Public-Private Partnership, Law on Investment, Housing Law, Bidding Law, Electricity Law, Law on Enterprises, Law on Excise Tax and the Law on Enforcement of Civil Judgments dated January 11, 2022;

Pursuant to the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, detailing and guiding the implementation of a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 29/2025/ND-CP dated February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairperson of the State Securities Commission of Vietnam;

The Minister of Finance hereby promulgates the Circular amending and supplementing a number of articles of the Minister of Finance’s Circular No. 119/2020/TT-BTC dated December 31, 2020, on regulations for registration, depository, clearing and settlement of securities, and the Minister of Finance’s Circular No. 96/2020/TT-BTC dated November 16, 2020, guiding the disclosure of information on the securities market, which had a number of articles amended and supplemented under the Minister of Finance’s Circular No. 68/2024/TT-BTC dated September 18, 2024.

Article 1. Amending and supplementing a number of articles of the Minister of Finance's Circular No. 119/2020/TT-BT dated December 31, 2020, on regulations for registration, depository, clearing and settlement of securities, amended and supplemented under the Minister of Finance’s Circular No. 68/2024/TT-BTC dated September 18, 2024 (hereinafter referred to as Circular No. 119/2020/TT-BTC and Circular No. 68/2024/TT-BTC)

1. To amend and supplement Clause 8, to add Clause 10a and Clause 10b after Clause 10, Article 2 as follows:

“8. Market areas refers to separate areas on the clearing and settlement system, which are established for securities sharing the same settlement cycle, settlement method, risk management mechanism, members of the Vietnam Securities Depository and Clearing Corporation, and settlement banks participating in securities clearing and settlement activities.

10a. Securities holder or investor identification information refers to the information determined on the basis of the ownership registration number, date of issuance of the ownership registration number, and type of investor when depository members, issuing institutions, and public companies register investor information on the system at the Vietnam Securities Depository and Clearing Corporation. The ownership registration number shall be stipulated in the regulations of the Vietnam Securities Depository and Clearing Corporation.

10b. Information on securities holder includes full name, identification information, contact information of the securities holder, securities code, quantity of securities, type of securities held, and securities depository account (if any).”.

2. To add Article 2a after Article 2 as follows:

“Article 2a. Principles of implementation

1. The submission and receipt of dossiers and documents in the form of electronic vouchers for professional operations between the Vietnam Securities Depository and Clearing Corporation and depository members, organizations opening direct accounts, issuing institutions, and public companies shall be carried out in accordance with the operational regulations of the Vietnam Securities Depository and Clearing Corporation. Electronic vouchers used in professional operations as prescribed in the operational regulations of the Vietnam Securities Depository and Clearing Corporation shall have the same legal validity as paper-based documents.

2. When providing services to clients, members of the Vietnam Securities Depository and Clearing Corporation shall be responsible for complying with the provisions of the Law on Securities, this Circular, relevant laws, and the operational regulations of the Vietnam Securities Depository and Clearing Corporation; assessing the validity of dossiers received from clients; accurately performing professional operations; ensuring the safety of clients’ assets and of members of the Vietnam Securities Depository and Clearing Corporation; and retaining clients’ dossiers and documents.”.

3. To amend and supplement Point m, and add Point q2 after Point q1, Clause 2, Article 6 as follows:

“m) Transfer of ownership of securities used as collateral assets, and rights arising from such collateral assets (if any) in accordance with Point c, Clause 1, Article 23; Clause 2, Article 40g, and Article 40l of this Circular;

q2) Transfer of ownership of stocks, and rights arising from such stocks (if any), from the account of a foreign institutional investor placing a purchase order for stocks without the requirement to have sufficient funds at the time of order placement, to the proprietary trading account of the securities company where the foreign institutional investor places the order, in accordance with Clauses 7 and 8 Article 40k of this Circular.”.

4. To add Point l after Point k, Clause 1 of Article 7 as follows:

“l) The issuing institution converts convertible bonds before maturity.”.

5. To amend and supplement Clause 3, Article 8 as follows:

“3. Holders of deposited securities shall receive entitlements and distributed benefits through the Vietnam Securities Depository and Clearing Corporation and depository members where such holders have opened their securities depository accounts, unless otherwise provided by specialized laws, and shall receive fractional shares arising (if any) at the issuing institution, public company, or the entity authorized by the issuing institution or public company. Holders of non-deposited securities shall receive entitlements and distributed benefits at the issuing institution, public company, or the entity authorized by the issuing institution or public company.”.

6. To amend and supplement Article 13 as follows:

“Article 13. Principles of securities depository

1. Securities depository activities at the Vietnam Securities Depository and Clearing Corporation include: opening and managing securities depository accounts, depositing securities, withdrawing securities, transferring deposited securities outside of the securities trading system, blocking and unblocking securities.

2. Depository members shall carry out securities depository activities as prescribed in Clause 1 of this Article on behalf of clients at the Vietnam Securities Depository and Clearing Corporation in accordance with the following principle: clients conduct securities depository activities at depository members, and depository members conduct securities depository activities for clients at the Vietnam Securities Depository and Clearing Corporation.

3. Clients shall enter into securities depository account opening agreements with depository members in order to carry out securities depository activities. After opening a depository account in accordance with regulations, clients shall submit dossiers requesting the execution of securities depository activities to the depository member. The depository member shall verify, assess, and be responsible for the accuracy of the information on the securities holders, and for the conformity of the client’s request for securities depository activities with the provisions of this Circular, prior to submitting the dossiers requesting the execution of securities depository activities to the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall carry out securities depository activities at the request of depository members or institutions opening direct accounts after such depository members or institutions opening direct accounts have opened securities depository accounts in their own name at the Vietnam Securities Depository and Clearing Corporation.

5. The Vietnam Securities Depository and Clearing Corporation shall carry out securities depository activities only after the information on the securities holders provided in the dossiers by depository members, institutions opening direct accounts, issuing institutions, or public companies matches the information on the system of the Vietnam Securities Depository and Clearing Corporation.”.

7. To add Clause 10a after Clause 10 Article 14 as follows:

“10a. The Vietnam Securities Depository and Clearing Corporation may open securities depository accounts in its own name to handle clearing margin securities, securities used as collateral for amounts disbursed by the Vietnam Securities Depository and Clearing Corporation in support of and to secure the settlement of securities transactions, and in other cases as prescribed by law.”.

8. To amend and supplement Clause 3, Article 20 as follows:

“3. The Vietnam Securities Depository and Clearing Corporation shall carry out the deposit of securities on behalf of securities holders at the request of the issuing institution, public company (acting on behalf of the securities holders), and the depository member where the securities holders have opened their securities depository accounts.”.

9. To amend and supplement Clause 2, Article 21 as follows:

“2. The withdrawal of securities due to cancellation of securities registration or reduction in the number of registered securities shall be automatically accounted for by the Vietnam Securities Depository and Clearing Corporation as a decrease in the number of deposited securities on the securities depository account of the depository member after the completion of the cancellation of securities registration or reduction of the number of registered securities at the Vietnam Securities Depository and Clearing Corporation.”.

10. To add Chapter IVa after Chapter IV as follows:

“Chapter IVa

CLEARING AND SETTLEMENT OF SECURITIES TRANSACTIONS PRIOR TO THE IMPLEMENTATION OF THE CENTRAL CLEARING PARTNERSHIP MECHANISM

Article 40a. Organization of clearing and settlement of securities transactions

1. The Vietnam Securities Depository and Clearing Corporation shall carry out multilateral clearing for securities transactions established on the securities trading system based on the trading results provided by the Stock Exchange.

2. Securities clearing shall be conducted by the Vietnam Securities Depository and Clearing Corporation in accordance with the following principles:

a) For securities transactions of depository members and clients of depository members, the clearing shall be conducted by each securities code with the same settlement date and segregated by type of brokerage accounts for domestic investors, brokerage accounts for foreign investors, and proprietary trading accounts of depository members;

b) For securities transactions of institutions opening direct accounts, the clearing shall be conducted on the securities depository accounts of such organizations.

3. Depository members shall be responsible for blocking the number of securities pending settlement in their own depository accounts and in the depository accounts of their clients in order to ensure payment for securities sale transactions that have been established on the securities trading system.

4. Except as provided in Clause 3, Article 40h of this Circular, the Vietnam Securities Depository and Clearing Corporation shall conduct monetary clearing in accordance with the following principles:

a) For securities transactions conducted by depository members and clients of depository members, the Vietnam Securities Depository and Clearing Corporation shall carry out the monetary clearing for each depository member on the basis of netting between the receivables and payables for transactions with the same trading date and settlement date, and segregated according to domestic investors, foreign investors, and the depository member itself;

b) For securities transactions of institutions opening direct accounts, the Vietnam Securities Depository and Clearing Corporation shall conduct monetary clearing on the basis of netting between the receivables and payables for securities transactions with the same trading date and the same settlement date.

5. The settlement of securities transactions shall be carried out in accordance with Clause 2, Article 63 of the Law on Securities.

6. The Vietnam Securities Depository and Clearing Corporation shall issue a regulation guiding the method, time, order, and procedures for the clearing and settlement of securities transactions established on the securities trading system.

Article 40b. Settlement of transactions by depository members and institutions opening direct accounts

1. Depository members and institutions opening direct accounts shall open clearing payment deposit accounts for securities transactions at the settlement bank to settle payments for securities transactions established on the securities trading system.

2. In cases where investors open securities depository accounts at depository banks and place trading orders through securities companies, the settlement of securities transactions shall be carried out by the depository banks.

3. The depository member where the investor has opened an account shall be responsible for allocating funds and securities to the investor’s account immediately after the Vietnam Securities Depository and Clearing Corporation completes the securities settlement and the settlement bank completes the payment.

Article 40c. Reconciliation and confirmation of trading results

1. After receiving the trading results from the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation shall notify the list of transactions (after excluding the transactions falling under the cases specified at Points d, dd, e, and g Clause 1 Article 40i of this Circular), transactions with account information not yet registered in the market area, short sale transactions, and provisional securities transaction payment obligations to depository members and institutions opening direct accounts.

2. Depository members and institutions opening direct accounts shall be responsible for reconciling transaction details between the trading order information retained at the depository member or institution opening a direct account and the notification of the Vietnam Securities Depository and Clearing Corporation; notifying the Vietnam Securities Depository and Clearing Corporation of erroneous transaction information, requesting error correction, error handling, payment cancellation (if any), and preparing funds to be blocked in accordance with Articles 40d, 40dd, 40e, and 40i of this Circular and the regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 40d. Confirmation of payment capacity and blocking of funds to secure the settlement of securities transactions

1. Confirmation of payment capacity for securities transactions

a) For securities transactions (excluding foreign institutional investors’ transactions of stock purchase exempted from sufficient fund requirement when placing an order): The depository member or institution opening a direct account that is the paying party shall confirm with the Vietnam Securities Depository and Clearing Corporation whether it has sufficient funds or insufficient funds to fulfill its own payment obligations and those of its clients (if any);

b) For foreign institutional investors’ transactions of stock purchase exempted from sufficient fund requirement when placing an order: The depository member where the investor has opened the securities depository account shall confirm with the Vietnam Securities Depository and Clearing Corporation whether the investor has sufficient funds or insufficient funds to fulfill the payment obligations.

2. In case of confirmation of sufficient funds for settlement:

a) The institution opening a direct account must maintain sufficient funds in its deposit account at the settlement bank so that the latter may block such funds to ensure the settlement of securities transactions on its own behalf, in accordance with the payment obligations notified by the Vietnam Securities Depository and Clearing Corporation;

b) The depository member must maintain sufficient funds in its deposit account at the settlement bank (in the case of securities companies) or in its deposit account at the depository bank (in the case of depository banks), so that the settlement bank or depository bank may block such funds to ensure the settlement of securities transactions on behalf of itself and its clients (segregated between domestic and foreign clients), in accordance with the payment obligations notified by the Vietnam Securities Depository and Clearing Corporation.

3. In case of confirmation of insufficient funds for settlement:

a) The institution opening a direct account or the securities company shall request the settlement bank to block the available funds for the purchase of securities, and notify the Vietnam Securities Depository and Clearing Corporation of the detailed information on transactions with insufficient funds so that the latter may exclude such transactions from settlement, except for those not subject to exclusion as provided in Clause 4 of this Article;

b) The depository bank shall block the available funds for the purchase of securities and identify the transactions with insufficient funds for settlement, and carry out the following:

- For transactions with insufficient funds of the depository bank, domestic clients, and foreign clients who are not foreign institutional investors purchasing stocks without the requirement to have sufficient funds at the time of order placement, the depository bank shall notify the Vietnam Securities Depository and Clearing Corporation of the detailed information on such transactions so that the Vietnam Securities Depository and Clearing Corporation may exclude them from settlement.

- For transactions with insufficient funds of foreign institutional investors purchasing stocks without the requirement to have sufficient funds at the time of order placement, the depository bank shall notify the securities company and the Vietnam Securities Depository and Clearing Corporation of the information on such transactions so that the securities company may request the settlement bank to block funds to ensure settlement of these transactions.

c) In cases where the depository member or the institution opening a direct account fails to submit or fails to timely submit the detailed information on transactions with insufficient funds for settlement as prescribed at Points a and b of this Clause, the Vietnam Securities Depository and Clearing Corporation shall, on its own, determine the securities purchase transactions to be excluded from settlement in accordance with the principles set forth in its regulations.

4. For transactions with insufficient funds as specified at Points a and b Clause 3 of this Article, which involve the purchase of stocks without the requirement to have sufficient funds at the time of order placement by foreign institutional investors:

a) In case where the total value of such transactions with insufficient funds at the securities company does not exceed the difference between the amount contributed to the settlement support fund and the amount of the fund that has been used but not yet reimbursed by the securities company, the Vietnam Securities Depository and Clearing Corporation shall not exclude these transactions from settlement. The securities company shall be responsible for fully settling the payments for such transactions on the settlement date;

b) In case where the total value of transactions with insufficient funds at the securities company exceeds the difference between the amount contributed to the settlement support fund and the amount of the fund that has been used but not yet reimbursed by the securities company, the Vietnam Securities Depository and Clearing Corporation shall request the securities company to provide detailed information on transactions with insufficient funds corresponding to the excess amount and shall exclude such transactions from settlement in accordance with the principle that the total value of the remaining transactions with insufficient funds not excluded from settlement by the investor at all securities companies on the same day shall not exceed VND 50 billion; transactions with insufficient funds notified earlier by the securities company shall be prioritized for processing by the Vietnam Securities Depository and Clearing Corporation. In case where a securities company has more than one stock purchase transaction with insufficient funds, the transaction to be excluded from settlement shall be the one established later. The securities company shall be responsible for fully settling the payments for the transactions not excluded from settlement on the settlement date.

c) In case where the securities company fails to provide or provides the detailed information on transactions with insufficient funds as prescribed at Point b of this Clause beyond the time limit set forth in the regulations of the Vietnam Securities Depository and Clearing Corporation, the Vietnam Securities Depository and Clearing Corporation shall, on its own, determine the transactions with insufficient funds to be excluded from settlement in accordance with Point c, Clause 3 of this Article.

5. After the Vietnam Securities Depository and Clearing Corporation completes the exclusion of transactions from settlement as prescribed in Clauses 3 and 4 of this Article, the blocking of funds to ensure the settlement of securities transactions, based on the payment obligations as re-determined by the Vietnam Securities Depository and Clearing Corporation, shall be carried out in accordance with Clause 2 of this Article.

6. The settlement bank and the depository bank shall be responsible for blocking funds and sending a confirmation notice of fund blocking to the Vietnam Securities Depository and Clearing Corporation to ensure the settlement of securities transactions. In case of any errors in the confirmation of fund blocking, the settlement bank or the depository bank shall be liable for making payment on behalf of the securities company or the investor and bear any arising costs (if any).

7. After the completion of securities transaction settlement, the securities company may request the settlement bank to release the blocked funds that were designated to secure payment obligations but were not used.

8. Institutions opening direct accounts and securities companies shall enter into agreements with the settlement bank regarding the blocking, confirmation of blocking, and release of funds in accordance with Clauses 2, 3, and 7 of this Article.

9. The settlement bank or depository bank that has carried out the blocking and confirmation of fund blocking in accordance with this Article shall only use the blocked funds for the purpose of settling securities transactions in accordance with the notifications of the Vietnam Securities Depository and Clearing Corporation.

Article 40dd. Post-trade error correction

1. The Vietnam Securities Depository and Clearing Corporation shall carry out post-trade error correction in the following cases:

a) The depository member being a securities company fails to accurately execute the investor’s order with respect to the following information: account number, securities code, quantity of securities, order price, number of orders, and order type;

b) The securities company places an order on behalf of an investor who opens a securities depository account at a depository bank without prior confirmation from the depository bank regarding the investor’s cash or securities balance, or places an order inconsistent with the confirmation information provided by the depository bank;

c) The depository bank provides inaccurate confirmation to the securities company regarding the cash or securities balance of the investor who opens a securities depository account at the depository bank, resulting in the investor’s failure to have sufficient funds or securities to settle the transaction;

d) The investor’s account lacks sufficient securities at the time the Vietnam Securities Depository and Clearing Corporation transfers securities from the trading securities account to the pending settlement securities account of the investor in preparation for transaction settlement;

dd) The investor’s transaction involves a securities depository account that has not yet been registered with a market area in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Principles of post-trade error correction:

Except for the case specified in Clause 3 of this Article, the Vietnam Securities Depository and Clearing Corporation shall carry out post-trade error correction by converting the erroneous transaction into a proprietary trading order of the depository member in accordance with the following principles:

a) To be carried out at the request of the depository member in the cases specified at Points a and c, Clause 1 of this Article;

b) To be carried out when the depository bank refuses to confirm the settlement of the securities transaction of the investor in the case specified at Point b, Clause 1 of this Article;

c) To be carried out without requiring a request from the depository member in the cases specified at Points d and dd, Clause 1 of this Article.

3. A depository member being a depository bank may carry out error correction through the proprietary trading account of a securities company with which the depository bank has entered into an error correction agreement.

4. In cases where the depository member does not have proprietary trading activities arising from post-trade error correction, the depository member may open a securities depository account in its own name for the Vietnam Securities Depository and Clearing Corporation to temporarily account for the quantity of securities the depository member receives or must deliver as a result of post-trade error correction into such securities depository account. Upon receiving the securities resulting from post-trade error correction, the depository member shall be responsible for selling such securities immediately in the next trading session.

5. Responsibilities of relevant parties in post-trade error correction:

a) The parties involved in the transaction shall be responsible for any errors caused by themselves within the scope of their power and responsibility;

b) In the event that an error committed by a securities company results in a client of the depository bank lacking securities or funds for settlement, the depository bank may unilaterally refuse to settle the transaction, and the related securities company shall be responsible for settling the erroneous transaction;

c) In the event that an error committed by a depository bank results in the investor not having sufficient funds or securities to settle the securities transaction, the relevant depository bank shall be responsible for settling the erroneous transaction.

6. A depository member that becomes insolvent as a result of post-trade error correction shall be entitled to the support mechanisms prescribed in Article 40g of this Circular.

Article 40e. Handling of proprietary trading errors by securities companies

1. In cases where a securities company enters an incorrect proprietary trading account number into the trading system of the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation shall make the adjustment to the correct proprietary trading account number of the securities company for the purpose of transaction settlement.

2. In case where a securities company enters an incorrect order leading to a shortage of securities for settlement, or an ETF fund creation member lacks securities or ETF fund certificates for settlement due to an unsuccessful swap transaction in accordance with the regulations on the management of exchange-traded funds, the support mechanisms specified in Clause 3, Article 40g of this Circular shall apply.

Article 40g. Measures to remedy securities transaction settlement insolvency

1. A depository member that becomes insolvent in the settlement of securities transactions may apply the following payment support mechanisms:

a) Use of the settlement support fund as provided in Article 40l of this Circular;

b) Use of borrowed funds from the settlement bank.

2. In case where the depository member uses borrowed funds from the settlement bank, the depository member and the settlement bank may agree to use the securities in the depository member’s securities depository account as collateral for the loan. The Vietnam Securities Depository and Clearing Corporation may carry out the blocking, unblocking, and transfer of ownership of the securities used as collateral for the loan at the request of the depository member and the settlement bank.

3. A depository member that becomes insolvent in securities settlement due to post-trade error correction or handling of proprietary trading errors shall be entitled to the following support measures:

a) Use of borrowed securities through the securities lending and borrowing activities of the Vietnam Securities Depository and Clearing Corporation. The lending and borrowing of securities shall be carried out in accordance with Article 40 of this Circular;

b) In cases where, by the time of settlement as prescribed in the regulations of the Vietnam Securities Depository and Clearing Corporation, the depository member still lacks sufficient securities for settlement, the Vietnam Securities Depository and Clearing Corporation shall separate the insufficient quantity of securities to identify the transaction as subject to deferred settlement or excluded from settlement in accordance with Articles 40h and 40i of this Circular. The value of the insufficient securities shall be determined based on the closing price of such securities on the trading day immediately preceding the settlement date.

Article 40h. Deferred settlement

The deferred settlement of transactions with securities shortages shall be carried out in accordance with the following principles:

1. The Vietnam Securities Depository and Clearing Corporation shall defer the settlement for the quantity of securities determined to be insufficient at the time of settlement, except for the cases specified at Points i and l, Clause 1, Article 40i of this Circular.

2. The maximum deferral period for settlement shall be 03 working days from the settlement date.

3. Settlement of transactions subject to deferred settlement shall be conducted through netting with transactions having the next settlement date.

4. The depository member with transactions subject to deferred settlement shall compensate the relevant counterparty organizations or individuals at a rate of 5% of the deferred transaction value per one day of deferred settlement.

Article 40i. Exclusion of transaction settlement by depository members

1. Except for securities transactions that have undergone post-trade error correction or proprietary trading error handling, the Vietnam Securities Depository and Clearing Corporation may exclude the settlement of the following securities transactions:

a) Transactions involving the sale of securities that are not available in the securities trading account of the depository member or its client (except where otherwise guided by the Ministry of Finance);

b) Transactions involving the sale of securities before the Vietnam Securities Depository and Clearing Corporation confirms the completion of securities transaction settlement;

c) Transactions executed by a depository member or its client after the Vietnam Securities Depository and Clearing Corporation has notified the Vietnam Stock Exchange of the suspension of securities transaction settlement activities for that depository member;

d) Transactions executed for securities codes that have not been accepted for clearing and settlement in the system of the Vietnam Securities Depository and Clearing Corporation;

dd) Transactions containing invalid account numbers due to non-existent depository member registration numbers or non-existent trading account type identifiers;

e) Transactions containing invalid information, including: no trading session code; a trading date different from the current date; missing order number of either the buyer or the seller; transaction price or volume less than or equal to zero; no order confirmation;

g) Transactions having a combination of market code, trading board code, securities code, and order confirmation number that duplicates previously received transactions;

h) Transactions excluded from settlement as prescribed in Clauses 3 and 4, Article 40d of this Circular;

i) Transactions involving securities shortages, in which the securities determined to be insufficient on the settlement date are under temporary trading suspension for the purpose of transferring to another exchange, or transactions involving securities shortages where the settlement date coincides with the record date for exercising rights that result in a change to the reference price;

k) Transactions subject to deferred settlement, but where the shortage of securities remains unresolved after the deferral period expires;

l) Transactions involving securities shortages in which the missing securities are of a type not eligible for lending and borrowing in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation;

m) Securities purchase transactions for which the Vietnam Securities Depository and Clearing Corporation does not receive confirmation of fund blocking from the settlement bank or depository bank as prescribed in Clauses 2 and 3, Article 40d of this Circular and the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. For the cases of settlement exclusion specified at Points a, b, c, h, i, k, l, and m, Clause 1 of this Article, the depository member whose transaction is excluded from settlement shall compensate the relevant counterparty organizations or individuals involved in the corresponding transactions at a rate of 20% of the value of the transaction excluded from settlement (except in cases where the depository bank has a purchase transaction of stocks without the requirement to have sufficient funds at the time of order placement that is excluded from settlement due to the securities company, through which the investor placed the order, failing to have sufficient funds for blocking, and the settlement bank failing to send the fund-blocking confirmation as prescribed in Clauses 4 and 6, Article 40d of this Circular). In case where the act constitutes a violation of law, the depository member shall be handled in accordance with the law on handling of administrative violations in the field of securities and securities market.

3. The Vietnam Securities Depository and Clearing Corporation shall be responsible for notifying the Stock Exchange of the transactions excluded from settlement.

Article 40k. Settlement of foreign institutional investors’ transaction of stock purchase exempted from sufficient fund requirement when placing an order

1. A foreign institutional investor placing a purchase order for stocks without the requirement to have sufficient funds at the time of order placement must maintain sufficient funds in its clearing payment deposit account for securities transactions prior to the time when the depository member is required to have sufficient funds in its own clearing payment deposit account for securities transactions at the settlement bank in order to carry out securities transaction settlement. Foreign institutional investors may place purchase orders for listed and registered-for-trading stocks without the requirement to have sufficient funds at the time of order placement, except for stocks in which securities companies are not permitted to receive purchase orders in accordance with Clause 9, Article 16 of Circular No. 121/2020/TT-BTC as amended and supplemented under Clause 2, Article 3 of Circular No. 68/2024/TT-BTC.

2. In cases where a foreign institutional investor does not have sufficient funds in its clearing payment deposit account for securities transactions to make payment in accordance with Clause 1 of this Article:

a) The securities company shall use its own funds to settle the stock purchase transaction on behalf of the investor, for the foreign investor opened a securities depository account at the securities company;

b) For a foreign investor that has opened a securities depository account at a depository bank, the depository bank shall send a request to the securities company for the latter to use its own funds and transfer such funds to the depository bank’s clearing payment deposit account for securities transactions at the settlement bank to make payment on behalf of the investor, and simultaneously notify the Vietnam Securities Depository and Clearing Corporation. The securities company and the settlement bank shall be responsible for carrying out the request of the depository bank and ensuring completion prior to the deadline by which depository members must have sufficient funds in their clearing payment deposit accounts for securities transactions at the settlement bank, in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

3. The use of a securities company’s own funds (including cases where borrowed funds from the Settlement support fund are used within the contribution limit of the securities company as prescribed in Clause 1, Article 40l of this Circular) to make payment on behalf of the investor as provided in Clause 2 of this Article shall not be considered a lending activity in margin trading at the securities company as defined under the securities law.

4. Securities companies must ensure to have sufficient funds for payment for securities transactions in accordance with Clause 2 of this Article. Securities companies failing to fulfill their obligations specified in Clause 2 of this Article shall be handled in accordance with the law and regulations of the Vietnam Securities Depository and Clearing Corporation.

5. The securities company may block, release, or request the depository bank (in cases where the investor has opened a securities depository account at the depository bank) to block or release the number of stocks received from stock purchase transactions with insufficient funds, corresponding to the amount paid on behalf of the investor by the securities company as prescribed in Clause 2 of this Article. The blocking and release of securities in this case shall be conducted on the account of the foreign institutional investor that lacked sufficient funds for settlement of the stock purchase transaction.

6. The foreign institutional investor shall be responsible for confirming the fulfillment of its payment obligation under the agreement with the securities company before the close of the afternoon trading session on the day the securities company makes payment on its behalf in accordance with Clause 2 of this Article, and shall fully pay the agreed amount no later than the close of the afternoon trading session on the following day after the day the securities company makes the payment. Upon receiving full payment as agreed, the securities company shall release or request the depository bank (in cases where the investor has opened a securities depository account at the depository bank) to release the stocks previously blocked in accordance with Clause 5 of this Article. Losses, profits and other expenses arising from the execution of transactions shall be made according to the agreement between the securities companies and foreign institutional investors or their authorized representatives.

7. In cases where the foreign institutional investor does not confirm, or confirms but fails to fulfill its payment obligation under the agreement with the securities company within the time limit specified in Clause 6 of this Article, the securities company may request the Vietnam Securities Depository and Clearing Corporation to complete the transfer of ownership of the stocks recorded in the account of the foreign institutional investor, for which the securities company made payment on its behalf, to the proprietary trading account of the securities company in accordance with Point q2, Clause 2, Article 6 of this Circular on the same day the securities company made the payment.

8. In cases where the foreign institutional investor has confirmed its payment obligation to the securities company but fails to make full payment within the time limit specified in Clause 6 of this Article, the securities company may request the Vietnam Securities Depository and Clearing Corporation to complete the transfer of ownership of the stocks recorded in the account of the foreign institutional investor, for which the securities company made payment on its behalf, and any rights arising from such stocks (if any), to the proprietary trading account of the securities company in accordance with Point q2, Clause 2, Article 6 of this Circular on the following day after the day the securities company made the payment.

9. The securities company may sell the stocks on the securities trading system for the number of stocks received into its proprietary trading account in accordance with Clauses 7 and 8 of this Article. Losses, profits and other expenses arising from the execution of transactions as prescribed in this Clause shall be made according to the agreement between the securities companies and foreign institutional investors or their authorized representatives.

10. The depository bank where the foreign institutional investor has opened a securities depository account shall be responsible for blocking and releasing stocks, and shall coordinate with the securities company through which the foreign institutional investor places trading orders to complete the transfer of ownership of stocks in accordance with Clauses 5, 6, 7, and 8 of this Article.

11. The clearing and settlement of stock purchase transactions by foreign institutional investors as prescribed in this Article shall be carried out in accordance with laws and regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 40l. Use and reimbursement of funds drawn from the settlement support fund

1. Use of the settlement support fund

a) The Vietnam Securities Depository and Clearing Corporation may only use the settlement support fund to support payment in cases where a depository member becomes insolvent in settling securities transactions, to pay interest on deposit accounts, to allocate interest income from the use of the settlement support fund to depository members, and to pay account management fees for the settlement support fund deposit account to the settlement bank (if any);

b) The Vietnam Securities Depository and Clearing Corporation shall use the settlement support fund contribution of the depository member to support payment, after deducting the unreimbursed payments from the payment support fund. If such contribution is insufficient to fulfill the payment obligations and the settlement bank does not provide a loan or only provides a partial loan of the outstanding amount, the Vietnam Securities Depository and Clearing Corporation shall use the settlement support fund contributions of other depository members to support payment in accordance with its regulations. If the amount of support required from the settlement support fund contributions of other depository members in a single settlement day exceeds VND 50 billion, the Vietnam Securities Depository and Clearing Corporation shall use such contributions to support payment in accordance with its regulations, and simultaneously report to the State Securities Commission of Vietnam;

c) The Vietnam Securities Depository and Clearing Corporation may block securities in the proprietary trading account of the depository member that is insolvent in payment, as well as securities received from transactions with insufficient funds by investors who are also insolvent and have opened depository accounts at such depository member (if any), to serve as collateral for the amount drawn from the settlement support fund contribution of other depository members. The insolvent depository member shall notify the Vietnam Securities Depository and Clearing Corporation of the information on the investor transactions with insufficient funds;

d) The blocking, release, and disposal of collateral shall be carried out in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

2. Reimbursement of funds drawn from the settlement support fund

a) Except as provided at Point b of this Clause, within 01 day from the date on which the Vietnam Securities Depository and Clearing Corporation uses the settlement support fund to make payment on behalf of a depository member that is insolvent in settlement, the depository member shall be responsible for reimbursing the amount drawn from the settlement support fund. The depository member shall pay interest on the use of the settlement support fund in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation;

b) A depository member that is short of funds for settlement due to an adjustment of the summary notice of securities transaction payment results arising from a deferred settlement transaction of another depository member on the settlement date shall be responsible for reimbursing the amount drawn from the settlement support fund within 02 working days from the date of use and shall not be subject to interest on the use of the settlement support fund. Beyond this time limit, the depository member shall pay interest on the use of the settlement support fund in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation;

c) The Vietnam Securities Depository and Clearing Corporation may suspend the securities transaction settlement activities of a depository member and request the Stock Exchange to suspend the trading activities of such depository member in the event that the member fails to reimburse the funds drawn from the settlement support fund within the time limits specified at Points a and b of this Clause;

d) In cases where a depository member that is insolvent in payment is only able to partially reimburse or must make multiple reimbursements of the funds drawn from the settlement support fund, the Vietnam Securities Depository and Clearing Corporation shall allocate the reimbursed amount in the following order: payment of interest on the use of the settlement support fund, reimbursement of the amount drawn from the settlement support fund contributions of other depository members, reimbursement of the amount drawn from the settlement support fund contribution of the insolvent depository member itself;

dd) In cases where the depository member that is insolvent in payment fails to fully reimburse the amount drawn from the settlement support fund contribution within the time limits prescribed at Points a and b of this Clause, the Vietnam Securities Depository and Clearing Corporation may implement measures to recover the amount used by the depository member, including interest on the use and related costs, in the following order:

- Request the settlement bank to deduct the proceeds received from securities sale transactions in the proprietary trading account of the depository member and transfer such amount to the settlement support fund account. The settlement bank shall be responsible for deducting and transferring this amount to the settlement support fund account as requested by the Vietnam Securities Depository and Clearing Corporation;

- Transfer the securities previously blocked as collateral in accordance with Point c, Clause 1, of this Article to the account of the Vietnam Securities Depository and Clearing Corporation, for the latter to sell on the securities trading system through a market order at the time of order placement (for stocks, fund certificates, covered warrants, corporate bonds), or through a full-market electronic negotiated sale order at the most recent executed price (for debt instruments, privately placed corporate bonds). The proceeds from the sale of such securities shall not be recorded as revenue of the Vietnam Securities Depository and Clearing Corporation.

e) The Vietnam Securities Depository and Clearing Corporation shall open an account in its own name at a securities company that meets the criteria specified in the regulations of the Vietnam Securities Depository and Clearing Corporation, and shall open a deposit account at the settlement bank to receive and sell the securities that have been blocked as collateral, as well as to receive and process the proceeds from the sale of such securities;

g) The securities referred to in Point c, Clause 1 of this Article, once transferred to the Vietnam Securities Depository and Clearing Corporation, shall not be recorded as assets owned by the Vietnam Securities Depository and Clearing Corporation. During the period in which the securities are being sold through the Vietnam Securities Depository and Clearing Corporation’s account at the securities company, any rights and benefits arising from the exercise of rights related to such securities shall be allocated in accordance with laws. The Vietnam Securities Depository and Clearing Corporation shall continue to handle the rights and benefits related to interest or cash dividends already distributed (if any) in order to recover the amount drawn from the settlement support fund and the interest on such amount (if any); any remaining rights and benefits arising after the transfer to the account of the Vietnam Securities Depository and Clearing Corporation shall be returned to the depository member that is insolvent in payment and to the investor that is insolvent in payment.

h) The proceeds obtained as prescribed at Point dd of this Clause, after offsetting the costs incurred from providing payment support to the depository member that is insolvent in payment, shall be used in the following order: payment of interest on the use of the settlement support fund;
reimbursement to the settlement support fund of the amount that the insolvent depository member has not yet repaid; payment of any remaining amount to the depository member that is insolvent in payment (if any);

i) The remaining securities after the Vietnam Securities Depository and Clearing Corporation has conducted the sale in accordance with Points dd and g of this Clause, and any rights and benefits arising from the securities that have been transferred to the Vietnam Securities Depository and Clearing Corporation (if any), shall be returned to the depository member insolvent in payment and to the investor insolvent in payment after the Vietnam Securities Depository and Clearing Corporation has fully recovered the amount specified at Point h of this Clause.

3. The Vietnam Securities Depository and Clearing Corporation shall promulgate regulations guiding the management and use of the settlement support fund.”.

11. To replace the phrase “securities transfer” with “transfer of securities and any accompanying rights (if any)” in Clause 2, Article 22; to replace the phrase "system” with “activity” in Article 40.

12. To repeal Clause 2 Article 16.

Article 2. Amending and supplementing a number of articles of the Minister of Finance's Circular No. 96/2020/TT-BTC dated November 16, 2020, guiding the disclosure of information on the securities market, amended and supplemented under Circular No. 68/2024/TT-BTC dated September 18, 2024 (hereinafter referred to as Circular No. 96/2020/TT-BTC)

1. To amend and supplement Clause 8, Article 25 as follows:

“8. In case the foreign institutional investor fails to make payment for the purchase of stocks to the securities company under Clauses 6, 7 and 8, Article 50k of Circular No. 119/2020/TT-BTC, the securities company where the foreign institutional investor placed a trading order shall disclose information on the information disclosure media of the State Securities Commission of Vietnam, Stock Exchanges, Vietnam Securities Depository and Clearing Corporation, at the same time, disclose information about the foreign institutional investor’s transactions on its website, using the form provided in Appendix XVII to this Circular, within 24 hours from the deadline by which the foreign institutional investor is required to make payment to the securities company in accordance with Clauses 6, 7, and 8, Article 40k of Circular No. 119/2020/TT-BTC.”.

2. To amend and supplement Point a, Clause 1, Article 33 as follows:

“a) At least 03 working days before the expected trading date, insiders and affiliated persons shall disclose information on expected transaction according to the forms provided in Appendix XIII or Appendix XIV to this Circular, except for the case where the securities company is an affiliated person of the insider of the listed institution or registered-for-trading institution when conducting the transfer of ownership rights as prescribed at Point q2, Clause 2, Article 6 of Circular No. 119/2020/TT-BTC.

If the securities company sales stocks received into its proprietary trading account on the securities trading system in accordance with Clause 9, Article 40k of Circular No. 119/2020/TT-BTC, the exemption from information disclosure shall apply to transactions conducted within 04 working days from the date the stocks are credited to the securities company’s proprietary trading account as prescribed in Clauses 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC.”.

3. To amend and supplement Clause 8, Article 33 as follows:

“8. In case where the securities company is an affiliated person of the insider of the listed institution or registered-for-trading institution, it shall be subject to information disclosure, and report to the State Securities Commission of Vietnam, Stock Exchanges, and shall send notification to the listed institution or registered-for-trading institution if the trading value is VND 50 million or more per day, or the trading value is VND 200 million or more per month (calculated by par value), including the case of transfer of ownership outside the securities trading system, according to the form provided in Appendix XVIII to Circular No. 96/2020/TT-BTC within 24 hours from the following milestones:

a) Completion of the transfer of ownership to the securities company’s proprietary trading account in accordance with Clauses 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC;

b) Completion of the sale of stocks by the securities company in accordance with Clause 9, Article 40k of Circular No. 119/2020/TT-BTC.”.

4. To amend and supplement Point c, Clause 1, Article 37 as follows:

“Bid and ask prices accompanied by the corresponding volumes for each type of security:

- The three best bid and ask prices expected to remain after order matching, along with the projected remaining bid and ask volumes corresponding to those prices in the periodic order matching session.

- The three best bid and ask prices along with the bid and ask volumes corresponding to those prices in the continuous order matching session.”.

5. To amend Form No. XVII to Circular No. 96/2020/TT-BTC.

Article 3. Effect

1. This Circular takes effect from November 5, 2025.

2. This Circular replaces a number of provisions of Article 9a of Circular No. 120/2020/TT-BTC (amended and supplemented under Clause 2, Article 1 of Circular No. 68/2024/TT-BTC) as follows:

a) Clauses 2 and 5, Article 9a of Circular No. 120/2020/TT-BTC are replaced with Clause 2, Article 40k of Circular No. 119/2020/TT-BTC (amended and supplemented under Clause 10, Article 1 of this Circular);

b) Clauses 3 and 4, Article 9a of Circular No. 120/2020/TT-BTC are replaced with Clauses 7, 8 and 9, Article 40k of Circular No. 119/2020/TT-BTC (amended and supplemented under Clause 10, Article 1 of this Circular).

3. The following provisions of Circular No. 68/2024/TT-BTC are hereby repealed:

a) Clauses 2, 3 and 4, Article 4, Article 2 of Circular No. 68/2024/TT-BTC;

b) Clause 2, Article 5 of Circular No. 68/2024/TT-BTC, with respect to the provisions on clearing and settlement of securities transactions and the provisions on the use and reimbursement of funds drawn from the settlement support fund, replaced under Article 40l of Circular No. 119/2020/TT-BTC as supplemented in Clause 10 Article 1 of this Circular. Other contents regarding the management and use of the settlement support fund not yet prescribed in Article 40l of this Circular, shall continue to comply with Clause 2, Article 5 of Circular No. 68/2024/TT-BTC until the official implementation of the central counterparty clearing mechanism.

4. In cases where the legal documents which are referred to in this Circular are amended, supplemented or replaced with new legal documents, the new ones shall prevail.

5. The State Securities Commission of Vietnam, Vietnam Securities Depository and Clearing Corporation, depository members, settlement banks, institutions opening direct accounts, and other relevant agencies, organizations, and individuals shall implement this Circular./.

* All Appendices are not translated herein.