Decision No. 56/QD-UBCK dated January 31, 2013 of the State Securities Commission promulgating the regulation on transfer of securities ownership of public companies registered at the vietnam stock depository center but have not yet listed, registered or not list, register transaction on the stock exchange

THE MINISTRY OF FINANCE
THE STATE SECURITIES COMMISSION

Decision No.  56/QD-UBCK dated January 31, 2013 of the State Securities Commission promulgating the regulation on transfer of securities ownership of public companies registered at the Vietnam stock depository center but have not yet listed, registered or not list, register transaction on the stock exchange

Pursuant to the Law on Securities No. 70/2006/QH11 dated June 29, 2006;

Pursuant to the Law amending and supplementing a number of articles of Law on Securities No. 62/2010/QH12 dated November 24, 2010;

Pursuant to the Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government stipulating in detail and guiding the implementation of a number of articles of the securities Law and the law amending and supplementing a number of articles of securities Law;

Pursuant to the Decision No. 112/2009/QD-TTg dated September 11, 2009, of the Prime Minister defining the functions, tasks, powers and organizational structure of the State Securities Commission of the Ministry of Finance;

Pursuant to the  Circular No. 74/2011/TT-BTC dated June 01, 2011 guiding on securities transaction;

At the proposal of Director of market development Department and General Director of the Vietnam Stock Depository Center,

DECISION:

Article 1.To promulgate together with this Decision “Regulation on transfer of securities ownership of public companies registered at the Vietnam stock depository center but have not yet listed, registered or not list, register transaction on the stock exchange”

Article 2.This Decision takes effect on March 01, 2013.

Article 3.The Chief of office, Director of market development department, General Directors of the Stock Exchanges, General Director of the Vietnam Stock Depository Center, heads of units of State Securities Commission and relevant parties shall implement this Decision.

The Chairman of the State Securities Commission

Vu Bang

REGULATION

ON TRANSFER SECURITIES OWNERSHIP OF PUBLIC COMPANIES REGISTERED AT THE VIETNAM STOCK DEPOSITORY CENTER BUT HAVE NOT YET LISTED, REGISTERED OR NOT LIST, REGISTER TRANSACTION ON THE STOCK EXCHANGE
 (Issued together with the Decision No. 56/QD-UBCK dated January 31, 2013 of the Chairperson of State Securities Commission)

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope and subjects of regulation

1. This Regulation promulgates contents relating to process, procedures to implement transfer of securities ownership of public companies registered at the Vietnam stock depository center (hereinafter abbreviated to VSD) but have not yet listed, registered or not list, register transaction on the stock exchanges (hereinafter abbreviated to SE) including:

a) Securities of public companies at the VSD but have not yet listed, registered transaction on SEs.

b) Securities of public companies, which have been, cancelled listing, registration of transaction by the SEs.

2. The transfer of securities ownership specified in this Regulation shall not apply to:

a. Securities of public companies subject to putting into transaction at organizational market as prescribed in clause 7 Article 1 of the Law No. 62/2010/QH12, amending and supplementing a number of articles of the Law on securities and have filed a dossier for listing/registration of securities transaction at the SE.

b. Cases of transfer of ownership due to inherit, donation, buying the odd-lot securities by securities companies (hereinafter abbreviated to CTCK)/ issuance organization (hereinafter abbreviated to TCPH), purchasing preferred stocks from employees quit job by the issuance organization/ trade union in order to use as treasury stocks/ bonus stocks or to sell for employees, founding shareholder in time of limited transfer, change on strategic shareholder of issuance organizations in time of limited transfer, transfer of ownership between entrustment investors and fund management companies and vice versa and among fund management companies, transfer of ownership under a effective decision of Court, transfer of ownership due to division, separation, merger, consolidation, due to apportionment of finance regime, due to capital contribution in shares into enterprises, transfer of ownership due to auction by state, transfer of ownership due to public bid. Process and procedures for implementation of cases of transfer of ownership as mentioned above shall be complied with guides at the Regulation on activities in securities registration of VSD.

Article 2. Implementation principles and conditions

1. Principles of implementation:

a. Transfer of ownership shall be performed by VSD based on contracts signed between VSD and public companies, in which specify authorization of public companies to VSD to perform transfer of ownership for securities registered according to this Regulation.

b. The transfer of ownership must be assured publicity and transparence and parties involved in performance must comply with provisions of law on securities and securities market, specialized-sector legal regulation as well as current regulations and guides of VSD.

c. VSD shall implement transfer of ownership of securities only for cases which the transfer party is shareholder whose name was in registration book of securities owners managed by VSD, based on proposal of shareholders and confirmation of depository member (hereinafter abbreviated to TVLK) where shareholder opens the depository account.

d. Payment for securities transferred ownership (if any) shall be reached agreement and performed by related parties in accordance with law. The transfer party, the ownership recipient and related parties must bear all responsibility for request on transfer of ownership and self-solve in case arising disputes.

dd. VSD shall not perform transfer of securities ownership in the following cases:

- Securities on account paid a deposit, pledged, mortgaged, unless VSD handles securities under contracts of pledge, mortgage;

- Securities are shares with preferred voting right;

- Securities limited transfer, unless VSD receive a valid suggestion from issuance organizations;

- Cases when CSD considers that transfer is not conformable with current law, cause affect to rights and interests of shareholder.

e. Securities of public companies subject to be putting into transaction at organizational market as prescribed in clause 7 Article 1 of the Law No. 62/2010/QH12, amending and supplementing a number of articles of the Law on securities, VSD shall perform transfer of ownership as prescribed in this Regulation until the day of setting up list of shareholders under notice of companies in order to make the registration number for the securities owners in service for submission of dossier of listing/ registration of securities transaction at the SE.

2. Investors who want transfer securities ownership must open depository account at depository members and deposit securities before requesting for transfer of ownership.

3. Dossier requesting for transfer of securities ownership of investors must be sent to depository members in place which the transfer party opens depository account in order to forward to VSD (head office or branch in HCM city) for confirmation of transfer of ownership.

Article 3. Responsibilities of parties involved in transfer of ownership

The issuance organizations with securities registered at VSD:

a. To complete signing contract of supply of service with VSD under regulations.

b. To abide by provisions of law on securities, securities market, specialized-sector legal regulations, other current legal regulations, provisions in the Regulation of VSD and contracts signed with VSD.

c. To notify shareholders and VSD of the day of setting up list of shareholders in order to make the registration book of securities owners in service for filing dossier of listing/registration of securities transaction at the SE.

2. Responsibilities of depository members:

2.1. Depository members of transfer party are responsible for:

a. Receiving dossier of transfer from investors and guiding investor in dossier completion at depository member.

b. Checking accuracy of information in dossier requesting for transfer and confirming accuracy of securities quantity requested for transfer by relevant investors managed by them.

c. Filing dossier of the transfer to VSD in accordance with this Regulation.

d. Blockading quantity of securities requested for transfer until receiving written answer on transfer of ownership from VSD.

dd. Deducting tax and on behalf of investor being the transfer party, submitting tax amounts to tax office as prescribed by law (if any).

e. Notifying relevant investors of the accounting of securities on their accounts not exceeding 01 working day after receiving written confirmation of VSD.

f. Paying charges of transfer of ownership outside the transaction system of SE under notice of VSD.

2.2. Depository members of ownership recipient are responsible for:

a. Notifying relevant investors of the accounting of securities on their accounts not exceeding 01 working day after receiving written confirmation of VSD.

b. Paying charges of transfer of ownership outside the transaction system of SE under notice of VSD.

3. Responsibilities of parties involved in transfer of ownership

a. To abide by provisions of law on securities, securities market, relevant legal regulations, regulations on transfer of ownership in this Regulation.

b. To pay full tax, charges as prescribed by law (if any).

c. To perform full information disclosure as prescribed by law (in cases subject to information disclosure).

Article 4. Rights and obligations of the Vietnam Stock Depository Center

1. Rights of VSD

a. To supply service of transfer of securities ownership of public companies registered at VAD but have not yet listed, registered or not list, register transaction at the SE.

b. To collect charges of transfer of securities ownership outside the transaction system of the SEs as prescribed in point b item 14.1 of the Tariff promulgated together with the Circular No. 27/2010/TT-BTC, of February 26, 2010, of the Ministry of Finance prescribing rates and the collection, remittance, management and use of charges for securities operations to be applied at the Stock exchanges and the Vietnam Securities Depository Center.

2. Obligations of VSD

a. To ensure technical and material grounds for implementation of this Regulation.

b. To sign contract of service supply with the issuance organizations possessing securities registered at the Vietnam stock depository center but have not yet listed, registered or not list, register transaction on the stock exchanges, in which clearly prescribes authorization of public companies to VSD for transfer of ownership for securities of those companies according to this Regulation.

c. To issue internal regulation guiding implementation of this Regulation.

d. To monthly report on implementation of activities in transfer of ownership to the State securities Committee (according to Form No. 02/CQSH)

Chapter 2.

PROCESS IN IMPLEMENTATION OF OWNERSHIP TRANSFER

Article 5. Process in implementation of ownership transfer

1. When investors have demand for ownership transfer, they may do procedures for ownership transfer at depository members where the transferring investor opens depository account.

2. After receiving a full dossier of ownership transfer from investor, the depository member of the transfer party shall submit dossier of ownership transfer for VSD and enter information of transfer into system of VSD through the electric communication port. A dossier of ownership transfer includes:

- A request for transfer of securities ownership (according to Form 01/CQSH).

- Valid copies or copies affixed seal of depository member of papers of parties: ID card (for individuals); decision on establishment or Certificate of Business registration (for organizations). In case of authorization, authorization documents are required in accordance with law.

3. Time for handling of dossier and confirming on transfer of securities ownership at VSD shall be 05 working days after VSD receives a full and valid dossier from depository member of the transfer party based on the signature for receipt at the number of handing and receiving Official Dispatch at VSD (for direct submission) or based on postmark (for submission via mail) and information of ownership transfer has been entered into system of VSD by depository member.

4. If refuses transfer of securities ownership, VSD shall send a written notice to depository member of the transfer party, in which clearly state reason for thereof.

5. If approves transfer of securities ownership, VSD shall send a written notice to depository member of the transfer party and ownership recipient, in which clearly state the effective day of ownership transfer.

6. Based on the written notice of VSD, depository member of the transfer party and ownership recipient shall implement the accounting of securities transferred in correspondence to accounts of investors being the transfer party and ownership recipient.

Chapter 3.

IMPLEMENTATION ORGANIZATION

Article 6. Implementation provisions

1. VSD shall guide involved subjects during the course of implementation of transfer of securities ownership of public companies have not yet listed, registered or not list, register transaction on the stock exchanges.

2. In the course of implementation, any arising problems for amendment, supplementation should be reported in writing to the Department of market development. On the basis of feedbacks of units, the Department of market development shall consider, research and submit to the leader of Committee for settlement.

3. The Chairperson of State Securities Commission shall decide amendments, supplementations to this Regulation.