Circular No. 213/2012/TT-BTC dated December 6, 2012 of the Ministry of Finance guiding activities of foreign investors on the Vietnamese securities market

THE MINISTRY OF FINANCE

Circular No. 213/2012/TT-BTC of December 6, 2012, guiding activities of foreign investors on the Vietnamese securities market

Pursuant to the June 29, 2006 Law on Securities;

Pursuant to the November 29, 2005 Law on Enterprises;

Pursuant to the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 118/2008/ND-CP of November 27, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance promulgates the Circular to guide activities of foreign investors on the Vietnamese securities market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. This Circular guides activities of securities trading and investment of foreign investors on the Vietnamese securities market.

2. Investment activities of foreign investors not subject to this Circular include:

a/ Direct investment activities specified in Article 21 of the Law on Investment;

b/ Trading of shares of companies which are not public companies in accordance with the law on securities and securities market, capital contributions of limited liability companies.

3. This Circular applies to:

a/ Foreign investors defined in Clause 6, Article 2 of this Circular;

b/ Custodian banks, securities business institutions and other institutions and individuals involved in activities of foreign investors on the Vietnamese securities market.

Article 2. Interpretation of terms

In this Circular, the terms below are construed as follows:

1. Valid copy means a copy which is notarized or authenticated in accordance with Vietnamese law.

2. Authorized representative of a foreign institution means:

a/ Chairman of the Board of Directors, chairman of the Members’ Council or director (general director) of the foreign institution;

b/ A person who is defined in the charter, capital contribution agreement or an equivalent document of the foreign institution as competent to sign documents and perform relevant jobs specified in this Circular;

c/ A person authorized in writing by the person defined at Point a or b of this Clause with certification by a notary overseas or a person certified by a lawyer or notary overseas as competent to represent the foreign institution in accordance with foreign law.

3. Trading representative means a Vietnam-based individual who satisfies the conditions specified in Clause 9, Clause 3 of this Circular and is authorized by a foreign investor to conduct securities transactions and investment on the Vietnamese securities market, disclose information and report to competent state management agencies in accordance with Vietnamese law.

4. Valid dossier means a dossier comprising sufficient papers specified in this Circular and completely filled in accordance with law.

5. Investment direction contract means a contract entered into between an investor and a securities business institution whereby the investor authorizes the securities business institution to make, on his/her/its behalf and on his/her/its account, investments at a cost and time agreed upon by the two parties, or bids to purchase securities or equities of equitized state enterprises.

6. Foreign investors include the following institutions and individuals:

a/ Foreigners who do not bear Vietnamese nationality and reside overseas or in Vietnam;

b/ Institutions established and operating in accordance with foreign laws and their branches, including branches operating in Vietnam;

c/ Institutions established and operating under Vietnamese law and with wholly foreign-owned capital and their branches;

d/ Member funds and stand-alone securities investment companies in which foreign parties own over 49% of the charter capital as stated in their charters;

dd/ Other entities defined by the Prime Minister.

7. Group of affiliated foreign investors consists of foreign institutions which are interrelated as follows:

a/ Funds managed by the same domestic or overseas fund management company;

b/ Funds of the same master fund, sub-funds of the same fund, and funds with capital allocated by the same feeder fund;

c/ Investment portfolios of the same multiple investment managers fund (MIMF);

d/ Funds having the same trading representative.

8. Securities business institutions include securities companies, fund management companies and Vietnam-based branches of foreign fund management companies.

9. Depository member means a securities company or commercial bank granted by the State Securities Commission a depository operation registration certificate and having registered itself as a member of the Vietnam Securities Depository.

Chapter II

SECURITIES INVESTMENT ACTIVITIES

Article 3. Securities investment activities of foreign investors

1. A foreign investor may conduct investment activities on the Vietnamese securities market in the following forms:

a/ Directly conducting securities investment transactions through purchase and sale of stocks, bonds and other securities or contribution of capital, etc., in accordance with the law on securities and securities market and relevant legal documents;

b/ Making indirect investment on the Vietnamese securities market by entrusting fund management companies or Vietnam-based branches of foreign fund management companies to manage their capital in accordance with relevant laws.

2. Before conducting investment activities specified at Point a, Clause 1 of this Article, foreign investors shall register securities trading codes with the Vietnam Securities Depository under Article 4 of this Circular.

3. In addition to the trading forms specified in Clause 1 of this Article, foreign investors that have registered securities trading codes may:

a/ Authorize their trading representatives to conduct investment and trading activities on their behalf. The authorization or investment direction does not cover the management of assets, management of trading accounts, issuance of investment decisions and withdrawal of investment capital, selection of securities type, trading volume, price and time of conducting transactions;

b/ Authorize securities companies to manage their securities trading accounts in accordance with the law on establishment, organization and operation of securities companies. This provision is applicable only to individual foreign investors;

c/ Entrust fund management companies or Vietnam-based branches of foreign fund management companies to manage on their behalf securities investment portfolios on securities trading accounts of customers or conduct investment activities on behalf of customers.

4. Foreign investors that conduct only investment activities specified at Point b, Clause 1 of this Article are not required to register securities trading codes. In this case, fund management companies and Vietnam-based branches of foreign fund management companies providing the service of management of entrusted assets of foreign investors may be granted by the Vietnam Securities Depository securities trading code registration certificates.

5. Foreign investors shall ensure that transactions specified in Clause 1 of this Article and transactions conducted by affiliated persons and groups of affiliated foreign investors are not aimed at creating sham supply or demand, manipulating securities prices and other prohibited trading acts specified by law.

6. Foreign investors shall fulfill the obligation to declare, pay and finalize taxes, charges and fees related to securities activities in Vietnam in accordance with Vietnamese law, or authorize depository members, securities business institutions, their representative offices or trading representatives to fulfill such obligation in accordance with Vietnamese law.

7. Foreign investors, trading representatives and securities business institutions that provide services to foreign investors under investment direction contracts or investment management contracts shall comply with current regulations on the holding percentage of foreign parties in Vietnamese enterprises.

8. Foreign investors and groups of affiliated foreign investors shall fulfill the obligation to report on their holdings and disclose information on securities transactions in accordance with the law on information disclosure on the securities market on the following principles:

a/ A foreign investor may fulfill by itself or designate one (1) depository member or one (1) securities business institution or its representative office (if any) or another institution or an individual to fulfill the obligation to report on its holding and disclose information in accordance with law;

b/ A group of affiliated foreign investors shall designate one (1) depository member or one (1) securities business institution or its representative office (if any) or another institution, or authorize one (1) individual to fulfill the obligation to report on its holding and disclose information on transactions subject to reporting or information disclosure in accordance with the law on information disclosure on the securities market applicable to groups of affiliated persons;

A notice of designation of an institution or authorization of an individual to fulfill the obligation to report on the holding and disclose information must be made according to the form provided in Appendix 19 to this Circular and sent to the State Securities Commission, Stock Exchange and Vietnam Securities Depository at least five (5) days before such designation or authorization takes effect, enclosed with a valid copy of the establishment and operation license or the business registration certificate or fund establishment registration certificate or an equivalent document (of the designated institution); or a valid copy of the identity card or valid passport or another lawful personal identification paper (of the authorized individual) and the Vietnamese translation of such document as specified at Point c, Clause 2, Article 4 of this Circular;

c/ Foreign investors and groups of affiliated foreign investors shall provide sufficient information on their holding of securities for the institutions designated or individuals authorized to disclose information to fulfill the obligation to report on the holding and disclose information in accordance with law.

9. A trading representative of a foreign investor in Vietnam must satisfy the following conditions:

a/ Having full civil act and legal capacity; neither serving an imprisonment sentence nor being banned by court from conducting business activities;

b/ Possessing a securities business practice certificate;

c/ Not concurrently acting as a staff member of a securities business institution or custodian bank operating in Vietnam;

d/ Being the sole Vietnam-based trading representative of and authorized in writing by the foreign investor.

Article 4. Registration of securities trading codes

1. Foreign investors may directly register their securities trading codes with the Vietnam Securities Depository or authorize depository members to do so. A dossier for registration of a securities trading code comprises:

a/ An application for registration of a securities trading code, made by the foreign investor according to the form provided in Appendix 1 or 2 to this Circular. In case the foreign investor authorizes a depository member to carry out procedures for securities trading code registration, the enclosed documents include a written registration of securities trading code made by the depository member according to the form provided in Appendix 3 to this Circular and a valid copy of the power of attorney for the depository member;

b/ For institutional investors: Document for identification of the foreign investor as specified in Appendix 15 to this Circular.

For individual investors: A valid copy of the valid passport or another personal identification paper;

c/ A valid copy of the on-principle contract on opening a securities trading account (if any); a valid copy of the contract or on-principle contract on asset depository with a domestic depository member or a valid copy of the power of attorney for depository activities in Vietnam (if any); a valid copy of the contract on opening an indirect investment capital account or the contract on opening a capital contribution or share purchase account at a commercial bank (if any);

d/ In case the foreign investor has its own trading representative, additional documents include:

- A document on the designation of a trading representative, made according to the form provided in Appendix 13 to this Circular;

- An information sheet on the trading representative, made according to the form provided in Appendix 14 to this Circular;

- A valid copy of the valid identity card or passport or another personal identification paper of the trading representative;

- A valid copy of the securities business practice certificate.

2. A dossier specified in Clause 1 of this Article must be made in two (2) sets, one original and one copy. Each set consists of two (2) versions, one in Vietnamese and the other in the language of the country of origin, and must be directly submitted or sent by post to the Vietnam Securities Depository, of which:

a/ Except for documents downloaded from the website of the competent foreign management agency, other documents issued by a competent management agency of the country of origin must be notarized or authenticated in accordance with the foreign law and consularly legalized in accordance with relevant laws of Vietnam;

b/ Documents specified at Point b, c and d, Clause 1 of this Article made by the foreign investor itself are only required to be notarized or authenticated in accordance with the foreign law;

c/ Foreign-language documents must be translated into Vietnamese by the depository member or by a translation organization lawfully operating in Vietnam or overseas. In case these documents are translated by the depository member, his/her written certification of the accuracy and truthfulness of the translations is required;

d/ Foreign-language documents must be notarized or authenticated within nine (9) months before the date of submission of the dossier to the Vietnam Securities Depository.

3. The investor shall take responsibility for the validity, accuracy and truthfulness of the documents and information in its dossier. While the Vietnam Securities Depository examines the dossier for securities trading code registration, the investor shall modify and supplement the dossier at the request of the Vietnam Securities Depository. The modified and supplemented dossier must be signed by the person who has signed the dossier previously sent to the Vietnam Securities Depository or by a person authorized in writing by the person who has signed the dossier or by a person holding the same post and has the same competence with the person having signed the dossier.

4. Within five (5) days, for institutional investors, or three (3) days, for individual investors, after receiving a complete dossier specified in Clauses 1 and 2 of this Article, the Vietnam Securities Depository shall grant a securities trading code to the investor. In case of refusal, the Vietnam Securities Depository shall reply in writing, clearly stating the reason.

5. The Vietnam Securities Depository may grant a securities trading code registration certificate to an investor that fully satisfies the following conditions before receiving sufficient consularly legalized documents specified at Point a, Clause 2 of this Article:

a/ Having sufficient foreign-language documents notarized or authenticated in accordance with the foreign law and translated into Vietnamese under Point c, Clause 2 of this Article;

b/ Being a customer of a depository member that has verified and summarized sufficient know-your-customer (KYC) information under its internal regulations, enclosed with a written commitment of the investor to taking full responsibility for the validity, accuracy and truthfulness of foreign-language documents and its own legal status, and the written commitment of the depository member to verifying, summarizing and providing sufficient KYC information under its internal regulations and submitting all documents provided by the foreign investor.

6. Within nine (9) months after receiving a securities trading code registration certificate, an investor shall complete and provide, through a depository member, to the Vietnam Securities Depository all valid documents specified in Clauses 1 and 2 of this Article.

7. A foreign investor is not considered for the grant of a securities trading code registration certificate in either of the following cases:

a/ It is currently under investigation or has been sanctioned by a domestic or foreign competent management agency for committing a prohibited act specified in Article 9 of the Law on Securities or money laundering; or has been fined or otherwise sanctioned for committing another serious violation in the field of finance, banking, foreign exchange management or taxation and has not yet been considered having never been administratively handled, or has failed to properly execute the administrative decision on sanctioning such violations;

b/ It has had its securities trading code revoked within two (2) years before the date of submission of the securities trading code registration dossier.

8. A dossier for registration of a securities trading code for a foreign investor’s investment portfolio managed by a fund management company or Vietnam-based branch of a foreign fund management company comprises:

a/ The documents specified at Point a, Clause 1 of this Article;

b/ A valid copy of the depository contract between the fund management company or Vietnam-based branch of a foreign fund management company and a domestic custodian bank;

c/ A valid copy of the establishment and operation license of the fund management company or Vietnam-based branch of a foreign fund management company.

9. A dossier specified in Clause 8 of this Article must be made in two (2) sets, one (1) original and one (1) copy, to be submitted directly or sent by post to the Vietnam Securities Depository.

10. Within three (3) working days after receiving a complete and valid dossier, the Vietnam Securities Depository shall grant a securities trading code registration certificate to the fund management company or Vietnam-based branch of a foreign fund management company. In case of refusal, the Vietnam Securities Depository shall reply in writing, clearly stating the reason.

11. Within seven (7) working days after designating or adding a depository member in accordance with law, a foreign investor, fund management company or Vietnam-based branch of a foreign fund management company shall send to the Vietnam Securities Depository a notification of such depository member, made according to the form provided in Appendix 4 to this Circular and enclosed with a valid copy of the account opening contract or a power of attorney for depository activities. This provision is not applicable to the case of change of custodian bank specified in Article 5 of this Circular.

12. A foreign securities company may be granted two (2) securities trading codes, one (1) for its dealing account and one (1) for its brokerage account.

In case a foreign securities company has been granted one (1) securities trading code, its dossier for registration for the grant of an additional securities trading code comprises the documents specified at Point a, Clause 1 of this Article and a copy of the previously granted securities trading code registration certificate.

13. A foreign multiple investment managers fund may register many securities trading codes on the principle that one code is registered for each of its investment portfolios managed by the same fund management company. A dossier for securities trading code registration for such a fund complies with Clause 1 of this Article. For registration of an additional securities trading code, a dossier comprises the documents specified at Point a, Clause 1 of this Article enclosed with a copy of the previously granted securities trading registration certificate and relevant documents specified in Appendix 15 to this Circular.

Article 5. Changes to be reported to the Vietnam Securities Depository

1. Before making any of the following changes, a foreign investor shall report to the Vietnam Securities Depository:

a/ Change of trading representative;

b/ Shifting of the investment portfolio among depository accounts specified in Clause 2, Article 8 of this Circular.

2. A dossier of reporting on a change specified in Clause 1 of this Article comprises:

a/ A report on the change, made by the investor and depository member according to the form specified in Appendices 5 and 6 to this Circular and enclosed with a power or attorney for the new depository member to report on related changes;

b/ Depending on the change, the dossier may be enclosed with:

- Relevant documents on the new trading representative specified at Point d, Clause 1, Article 4 of this Circular, enclosed with a notice of termination of authorization for the existing trading representative;

- A detailed report on the investment portfolio on the existing depository account, made according to the form provided in Appendix 16 to this Circular; an on-principle contract or a notice by the existing depository member of the liquidation of the depository contract; an on-principle contract on opening a new depository account or a valid copy of the power of attorney for depository activities in Vietnam; and a dossier of request for finalization of the depository account or account transfer of securities under the guidance of the Vietnam Securities Depository.

3. A dossier of reporting on the change specified in Clause 2 of this Article must be made in one (1) original set, which may be directly submitted or sent by post to the Vietnam Securities Depository.

4. Within three (3) working days after receiving a complete and valid dossier specified in Clause 2 of this Article, the Vietnam Securities Depository shall certify in writing the change at the request of the foreign investor and concurrently shift the securities portfolio of the foreign investor to the new depository member. In case of refusal, the Vietnam Securities Depository shall reply in writing, clearly stating the reason. The above change takes effect only after the Vietnam Securities Depository issues the written reply.

5. Within forty-five (45) days after any of the following changes occurs, a foreign investor shall report it to the Vietnam Securities Depository:

a/ Change of the custodian bank where its indirect capital account is opened;

b/ Change of its or its trading representative’s name, head office or contact address;

c/ Change of the number of the passport or another lawful personal identification paper (for individual foreign investors); the number of the business registration certificate or equivalent identification documents of the institutional foreign investor issued by a foreign state management agency as specified at Point b, Clause 1, Article 4 of this Circular (for institutional foreign investors);

d/ Change of the legal status or operation model which is related to the division, splitting up, consolidation, merger or acquisition;

dd/ Change in other contents of the securities trading code registration dossier.

6. A dossier of reporting on a change specified in Clause 5 of this Article comprises:

a/ The documents specified at Point a, Clause 2 of this Article;

b/ Depending on the characteristics of the change, documents to be additionally submitted include the bank’s written certification of the new indirect investment capital account; a valid copy of the new passport or another personal identification paper; valid copies of documents evidencing the renaming or change of head office, contact address, legal status and organizational model of the investor; and other documents for identification of the foreign investor specified in Appendix 15 to this Circular;

The document evidencing the renaming is any of the following:

- The business registration certificate or establishment and operation license or an equivalent document evidencing the renaming of the foreign investor, stating both the old name and new name; or the prospectus or an equivalent document of the foreign fund already posted on the website of the foreign management agency that has granted the establishment and operation registration certificate, clearly stating the renaming; or the tax identification number registration certificate of the foreign investor under the new name (with the unchanged tax identification number); or other documents stating the new name enclosed with the certification of the foreign notary of the renaming.

7. Foreign-language documents in the dossier specified at Point b, Clause 2 and Point b, Clause 6 of this Article must be notarized or authenticated in accordance with the foreign law, unless the person who signs these documents has signed the securities trading code registration dossier specified at Point a, Clause 1, Article 4 of this Circular. The translation of foreign-language documents into Vietnamese complies with Point c, Clause 2, Article 4 of this Circular.

8. Within nine (9) months after notifying the Vietnam Securities Depository of the change specified in Clause 1 or 5 of this Article, an investor shall, through a depository member, additionally submit documents issued by foreign competent management agencies and consularly legalized in accordance with the law on consular legalization.

9. Within two (2) working days after receiving a complete and valid dossier specified in Clauses 6 and 7 of this Article, the Vietnam Securities Depository shall certify in writing the change at the request of the foreign investor. The above change takes effect only after the Vietnam Securities Depository issues the written reply.

Article 6. Suspension of transactions, revocation of securities trading codes

1. The State Securities Commission may suspend transactions of a foreign investor for six (6) months at most when:

a/ It detects that the foreign investor’s dossier for securities trading code registration contains untruthful or inaccurate information or lacks important details which must be included in such dossier; or the foreign investor fails to supplement its dossier under Clause 6, Article 4 and Clause 8, Article 5 of this Circular;

b/ The foreign investor or group of affiliated foreign investors fails to report or provide documents containing truthful, accurate and timely information at the request of the State Securities Commission, or fails to perform the obligation to report on the holding and disclose information in accordance with law;

c/ The foreign investor commits a prohibited act specified in Article 9 of the Law on Securities;

d/ The foreign investor violates Vietnamese law on foreign exchange management; or fails to fulfill the tax obligation and other financial obligations toward the State in accordance with law.

2. The Vietnam Securities Depository shall revoke the securities trading code(s) of a foreign investor when:

a/ It is so requested in writing by the State Securities Commission because the foreign investor failes to correct its errors leading the transaction suspension upon the expiration of the transaction suspension period specified in Clause 1 of this Article;

b/ The foreign investor willingly requests the revocation of its securities trading code. A notice of revocation of securities trading code must be made according to the form provided in Appendix 17 or 18 to this Circular.

3. Foreign investors whose securities trading codes are revoked under Point a, Clause 2 of this Article will not be considered for re-grant of these securities trading codes within two (2) years after the date of revocation.

Article 7. Indirect investment capital accounts

1. A foreign investor may open one (1) indirect investment capital account at one (1) custodian bank licensed to deal in foreign exchange for conducting indirect investment activities in Vietnam.

2. All money transfers for carrying out transactions and investment activities specified in Clause 1, Article 3 of this Circular and other payments related to securities investment activities of foreign investors; receipt and use of dividends or divided profits, purchase of foreign currencies from credit institutions licensed to deal in foreign exchange in Vietnam for remittance abroad and other related transactions, must be conducted via these accounts.

3. For their operations of management of investment portfolios for foreign investors, fund management companies and Vietnam-based branches of foreign fund management companies may open indirect investment capital accounts to receive capital of foreign investors that have no indirect investment capital accounts. In this case, the indirect investment capital account bears the name of the fund management company or Vietnam-based branch of a foreign fund management company.

4. Entities eligible for and conditions, order and procedures for opening, closure, use and management of indirect investment capital accounts comply with the law on foreign exchange management.

Article 8. Securities depository accounts

1. In case of depository of assets at a custodian bank:

a/ After registering its securities trading code, a foreign securities company or wholly (100%) foreign-owned insurance business may open two securities depository accounts at a custodian bank. A foreign multiple investment managers fund may open more than one securities depository account on the principle that for each granted securities trading code one securities depository account may be opened at a custodian bank. Other foreign investors may each open only one securities depository account at a custodian bank.

The provision of this Point is not applicable to foreign investors depositing their securities on securities trading accounts opened at securities companies.

b/ The opening of securities depository accounts at custodian banks must comply with the law on securities registration, depository, clearing and payment. All accounting entries for securities payment and depository of foreign investors must be made on these accounts.

2. A foreign investor may shift the whole securities portfolio from a depository account (for finalizing such account) to another. Before opening a depository account at a new custodian bank, a foreign investor that deposits its assets at a custodian bank under Clause 1 of this Article shall close its current depository account and transfer the whole balance on this account to the new account. The procedures for shifting a securities portfolio between depository accounts comply with Article 5 of this Circular and the law on securities registration, depository, clearing and payment.

Article 9. Responsibilities of individuals and institutions providing services for foreign investors

1. Securities companies providing the service of making investments under foreign investors’ directions shall:

a/ Comply with the securities law regarding the assurance of margin, management of money and securities of customers, and other regulations on securities brokerage and consultancy operations;

b/ Prevent conflicts of interest with investors. Securities companies and securities practitioners shall notify in advance their customers of conflicts of interest which may arise between them;

c/ Refrain from making investment decisions on behalf of customers. All transactions may only be conducted when investment direction contracts remain valid and after receiving valid trading orders or directions from investors. A trading order or direction is valid only once.

Investment direction contracts signed with securities companies must have the principal contents specified in Appendix 12 to this Circular. An investment direction contract must clearly state that the foreign investor is responsible for making investment decisions while the securities company is responsible only for conducting transactions under the foreign investor’s direction. The contract must also clearly state the details, level and duration of trading authorization, method of making investment directions and method of payment, and contain information on and the signature specimen of the person competent to place orders or authorized to conduct trading or investment;

d/ An investment direction of a foreign investor must contain information on securities type, volume and price, the time of execution of the investment direction and its validity duration. Investment directions of a foreign investor given to a securities company must be stored for five (5) years and provided to the State Securities Commission when it so requests.

2. Securities companies may provide the service of management of trading accounts of individual foreign investors in accordance with the law on establishment, organization and operation of securities companies.

3. Fund management companies and Vietnam-based branches of foreign fund management companies providing the service of management of assets for foreign investors may:

a/ Collect information, analyze, and supply results of analysis of, securities and the securities market or projects to investors; provide consultancy on investment strategies and tactics, structure and distribution of investment capital, legal provisions, procedures and process of investment, auction and trading to investors;

b/ Conduct transactions or make investment after obtaining investors’ approval or written consent to investment plans; or,

c/ Make investment or divestment decisions in compliance with the terms and clauses of contracts signed with customers. An investment or divestment decision covers the selection of securities or a project to be invested, securities price or equity value, time of conducting transaction or making investment.

4. In case foreign investors make bids to purchase securities, securities business institutions authorized by these investors to make bids on the latter’s behalf shall:

a/ Ensure that these investors deposit sufficient money on their accounts for making bids in auctions in accordance with law;

b/ Carry out procedures for registration of participation in auctions prescribed exclusively for foreign investors;

c/ Ensure the securities investment or share purchase for foreign investors complies with regulations on the foreign holding rate in Vietnamese enterprises;

d/ Distribute in a fair and rational manner assets to each foreign investor in compliance with investment direction contracts or investment management contracts signed with foreign investors.

5. When conducting transactions for foreign investors, trading representatives of foreign investors shall:

a/ Comply with the law on securities;

b/ Follow strictly foreign investors’ trading and payment directions, refrain from directly making investment decisions, covering the selection of securities type, volume, and price and time of conducting transactions until they receive trading orders or investment directions of foreign investors. Trading orders or directions of foreign investors must comply with Point d, Clause 1 of this Article;

c/ Refrain from colluding with domestic and overseas investors in purchasing and selling securities to create sham demand and supply; conducting securities transactions by colluding with or enticing others into continuously purchasing and selling back and forth for the purpose of manipulating securities prices;

d/ Attend training courses on the securities law and perform the obligation of reporting to the State Securities Commission upon written request.

6. The Vietnam Securities Depository, depository members and securities business institutions providing services to foreign investors shall keep confidential information on foreign investors in accordance with relevant laws and provide such information to competent state management agencies upon written request.

Article 10. Obligations to report and preserve dossiers on investment activities of foreign investors

1. Depository members shall compile and preserve dossiers and documents on asset depository on depository accounts of foreign investors. These documents, including also those governed by regulations on investor information and information confidentiality, must be provided to competent management agencies at the request of the State Securities Commission to serve examination and inspection work.

2. Depository members shall send to the State Securities Commissions monthly reports on statistical data of depository accounts and lists of assets of foreign investors made according to the form provided in Appendix 7 to this Circular. Depository members being branches of foreign credit institutions or wholly (100%) foreign-owned credit institutions established in Vietnam shall also send reports on their investment activities and portfolios, made according to the form provided in section IV, Appendix 7 to this Circular.

3. Custodian banks where foreign investors open their indirect investment capital accounts or capital contribution or share purchase accounts shall send reports, made according to the form provided in section III, Appendix 7 to this Circular, to the State Securities Commission once every two (2) weeks (on the 15^th and 30^th every month) on the capital circulation by foreign investors on these accounts.

4. Securities business institutions shall send monthly reports on investment portfolio management and investments under directions to foreign investors, made according to the form provided in Appendix 8 to this Circular.

5. Trading representatives of foreign investors shall send reports on investment activities under directions to foreign investors, made according to the form provided in Appendix 9 to this Circular, at the request of the State Securities Commission.

6. The Vietnam Securities Depository shall send to the State Securities Commission monthly reports on the grant of securities trading codes to foreign investors and changes of these investors (if any), made according to the form provided in Appendix 10 to this Circular.

7. The Stock Exchanges shall make daily, monthly and annual reports on trading activities of foreign investors, made according to the form provided in Appendix 11 to this Circular.

8. Deadline and time limit for sending reports specified in Clauses 2, 3, 4, 5, 6 and 7 of this Article:

a/ Before 16:00 hrs on every trading day, for daily reports;

b/ Within three (3) days after the 15^th and 30^th every month, for reports on capital circulation activities of foreign investors;

c/ Within five (5) days after the end of each month, for monthly reports;

d/ Within ninety (90) days after the end of each year, for annual reports.

9. When necessary, the State Securities Commission may request the Vietnam Securities Depository, the Stock Exchanges, securities business institutions, depository members, trading representatives or investors to directly report on activities of foreign investors.

10. The Vietnam Securities Depository, the Stock Exchanges, securities business institutions and depository members shall report to the State Securities Commission within forty-eight (48) hours after receiving the Commission’s reporting requests specified in Clause 9 of this Article.

11. Reports of the Stock Exchanges, the Vietnam Securities Depository, securities business institutions and depository members specified in this Article must be sent together with their electronic files to the State Securities Commission and preserved for at least five (5) years.

Chapter III

IMPLEMENTATION PROVISIONS

Article 11. Effect

This Circular takes effect on February 15, 2013, and replaces the Minister of Finance’s Decision No. 121/2008/QD-BTC of December 24, 2008, promulgating the Regulation on activities of foreign investors on the Vietnamese securities market.

Article 12. Organization of implementation

1. Within six (6) months after this Circular takes effect, groups of affiliated foreign investors shall send to the State Securities Commission, the Vietnam Securities Depository and the Stock Exchanges notices of their representatives authorized to perform the obligation to report and disclose information, made according to the form provided in Appendix 19 to this Circular.

2. The State Securities Commission, the Vietnam Securities Depository, the Stock Exchanges, securities business institutions, depository members and related institutions and individuals shall implement this Circular.

3. The amendment and supplementation of this Circular are decided by the Minister of Finance.-

For the Minister of Finance
Deputy Minister
TRAN XUAN HA

* All appendices mentioned in this Circular are not translated.-