Circular No. 18/2025/TT-BTC dated April 26, 2025 on amending Circular No. 119/2020/TT-BTC on registration, depositing, clearing, and settlement of securities transactions and Circular No. 96/2020/TT-BTC on guidance on disclosure of information on securities market that are amended by Circular No. 68/2024/TT-BTC

THE MINISTRY OF FINANCE OF VIETNAM --------	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness ---------------
No: 18/2025/TT-BTC	Hanoi, April 26, 2025

CIRCULAR

AMENDING SOME ARTICLES OF CIRCULAR NO. 119/2020/TT-BTC DATED DECEMBER 31, 2020, OF THE MINISTER OF FINANCE ON REGISTRATION, DEPOSITING, CLEARING, AND SETTLEMENT OF SECURITIES TRANSACTIONS AND CIRCULAR NO. 96/2020/TT-BTC DATED NOVEMBER 16, 2020, OF THE MINISTER OF FINANCE ON GUIDANCE ON DISCLOSURE OF INFORMATION ON SECURITIES MARKET THAT ARE AMENDED BY CIRCULAR NO. 68/2024/TT-BTC DATED SEPTEMBER 18, 2024, OF THE MINISTER OF FINANCE

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

Pursuant to the Law amending the Law on Securities, the Law on Accounting, the Law on Independent Audit, the Law on State Budget, the Law on Management and Use of Public Property, the Law on Tax Administration, the Law on Personal Income Tax, the Law on National Reserves, the 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 the Law on Public Investment, the Law on Public – Private Partnership Investment, the Law on Investment, the Housing Law, the Bidding Law, the Electricity Law, the Enterprise Law, the Law on Excise Tax and the Law on Civil Judgment Enforcement dated January 11, 2022;

Pursuant to Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government elaborating the Law on Securities;

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

At the request of the President of the State Securities Commission of Vietnam (SSC);

The Minister of Finance issues a Circular amending some articles of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on registration, depositing, clearing, and settlement of securities transactions and Circular No. 96/2020/TT-BTC dated November 16, 2020 of the Minister of Finance on guidance on disclosure of information on securities market that are amended by Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance.

Article 1. Amendments to Circular No. 119/2020/TT-BTC dated December 31, 2020, of the Minister of Finance on registration, depositing, clearing, and settlement of securities transactions that is amended by Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance (hereinafter referred to as “Circular No. 119/2020/TT-BTC" and “Circular No. 68/2024/TT-BTC" respectively)

1. Amendment to clause 8 and addition of clauses 10a and 10b to Article 2:

8. “market areas” means separate areas on the clearing and settlement system, set up for securities with the same period, payment method, risk management mechanism, CMs of VSDC, and clearing banks engaged in clearing and settlement for securities transactions.

10a. “Identification of securities holders, investor” means information determined based on the ownership registration number, date of issuance of the ownership registration number and type of investor when the DM, issuer, or public company registers investor information on the system at VSDC. The ownership registration number is specified in the regulations of VSDC.

10b. "Information about the securities holder" means information that includes full name, identification, contact of the securities holder, securities code, quantity of securities, type of securities owned and securities depository account (if any).”.

2. Additional of Article 2a after Article 2:

“Article 2a. Implementation rules

1. The submission and receipt of documents in the form of e-certificates for professional operations between VSDC and its members, organizations that directly opens the securities depository account (hereinafter referred to as “opening organization(s)”), issuer, and public companies shall comply with professional operation regulations of VSDC. E-certificates used in professional operations are specified in the professional operation regulations of VSDC and hold legal value equivalent to the paper certificates.

2. When providing services to customers, members of VSDC shall comply with the Law on Securities, this Circular, relevant laws, and the professional operation regulations of VSDC; assess the validity of the dossiers from customers, conducting professional operations in an accurate manner, ensuring the property safety for customers and members of VSDC; and store customer dossiers and certificates.

3. Amendment to point m, addition of point q2 after point q1 of clause 2 of Article 6:

“m) Transfer of ownership of securities being the collateral and rights arising from this collateral (if any), shall be in accordance with point c of Clause 1 of Article 23, Clause 2 of Article 40g, and Article 40l hereof;

q2) The transfer of ownership of shares, the rights arising from these shares (if any) from the account of a foreign institutional investor placing share purchase orders without prefunding to the proprietary trading account of the securities company where the foreign investor is the order-placing organization shall comply with Clause 7 and Clause 8 of Article 40k hereof.”.

4. Addition of point l after point k of clause 1 to Article 7:

l) Issuer swapping convertible bonds before their maturity date.”.

5. Amendment to clause 3 of Article 8:

“3. The holder of deposited securities receives rights and benefits distributed through VSDC and DMs where the securities owner opens a securities depository account, except in cases where specialized laws provide otherwise, and receives any share fraction at the issuer, public company, or organization authorized by the issuer or public company. Holders of undeposited securities shall receive rights and benefits distributed directly at the issuer, public company or entity authorized by the issuer or public company.”.

6. Amendment to Article 13:

“Article 13. Rules for securities depository

1. The securities depository at VSDC includes: opening and managing securities depository accounts, depositing securities, withdrawing securities, transferring securities outside the securities trading system, freezing and releasing securities.

2. DMs shall carry out securities depository as prescribed in Clause 1 of this Article for clients at VSDC in accordance with the following rules: Clients shall deposit their securities with DMs and the DMs shall then re-deposit their clients’ securities with VSDC.

3. To deposit securities, clients must sign a contract to open a securities depository account with a DM. After opening the depository account as required, clients shall submit an application for securities depository to the DMs. The DMs shall verify, assess, and be accountable for the accuracy of information regarding the securities holders and the appropriateness of the clients’ applications with the regulations herein before submitting the applications to VSDC.

4. VSDC shall carry out securities depository at the request of DMs and opening organizations after the DMs or opening organizations open the securities depository account in their own name at VSDC.

5. VSDC shall perform securities depository after the information regarding the securities holder in the dossiers provided by the DMs, opening organizations, issuers, or public companies matches the information on the system of VSDC.”.

7. Addition of clause 10a after clause 10 of Article 4:

“10a. VSDC may open a securities depository account in its own name to handle clearing margin securities, securities serving as collateral for the funding that VSDC has used to support and ensure settlement of securities transactions and other cases as prescribed by law.”.

8. Amendment to clause 3 of Article 20:

“3. VSDC shall perform securities deposit for the securities holder at the request of the issuer or public companies (representing the securities holder) and the DM where the securities holder opens the securities depository account.”.

9. Amendment to clause 2 of Article 21:

“2. For cases of withdrawal of securities due to de-registration of securities or due to a decrease in the quantity of securities registered, VSDC shall automatically record the decrease in the quantity of deposited securities on the securities depository account of DMs after completing de-registration of securities or decreasing the quantity of securities registered with VSDC.”.

10. Addition Chapter IVa after Chapter IV:

“Chapter IVa

CLEARING AND SETTLEMENT OF SECURITIES TRANSACTIONS BEFORE IMPLEMENTING THE CENTRAL COUNTERPARTY CLEARING HOUSE

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

1. VSDC shall perform multilateral netting for securities transactions established on the securities trading system based on transaction results provided by the Stock Exchange.

2. The clearing of securities shall be carried out by VSDC in accordance with the following rules:

For securities transactions of DMs, their clients, the clearing is done for each security and separately according to the type of brokerage account for domestic investors, brokerage account for foreign investors, and proprietary trading account of DMs;

b) For securities transactions of opening organizations, the clearing is done on the securities depository accounts of such organizations.

3. DMs are responsible for freezing the securities awaiting payment in their depository accounts and their clients' accounts to ensure settlement of securities transactions that have been established on the securities trading system.

4. Except for the cases provided in Clause 3 of Article 40h hereof, the VVSDC shall perform clearing in accordance with the following rules:

a) For securities transactions of DMs and/or their clients, VSDC shall perform the clearing for each DM on the basis of general clearing between the amounts receivable and the amounts payable for transactions with the same time and payment method and segregated by type of domestic investors, foreign investors, and such DMs.

b) For securities transactions of opening organizations, VSDC shall perform the clearing for each DM on the basis of general clearing between the amounts receivable and the amounts payable for transactions with the transaction date and payment date.

5. The settlement of securities transactions shall comply with clause 2 of Article 63 of Law on Securities.

6. VSDC shall issue regulations guiding the method, time, procedures for clearing and settlement of securities transactions established on the securities trading system.

Article 40b. Settlement of transactions of DMs and opening organizations

1. DMs and/or opening organizations shall open clearing deposit accounts for securities transactions at banks to settle securities transactions that have been established on the securities trading system.

2. In case the investor opens a securities depository account at a custodian bank and places a transaction order through a securities company, the settlement for securities transactions will be done by the custodian bank.

3. The DM where the investor opens an account is responsible for allocating money and securities to the investor's account immediately after VSDC completes the securities payment and the settlement bank completes the money payment.

Article 40c. Transaction reconciliation and confirmation

1. After receiving trading results from Stock Exchanges, VSDC shall publish the list of transactions (after cancelling transactions falling under the cases specified in points d, dd, e, g of Clause 1 of Article 40i hereof), transactions with account information that has not registered the market area, transactions lacking of securities and obligations to settle for provisional securities transactions to DMs and opening organizations.

2. DMs and opening organizations are responsible for reconciling transaction details between transaction order information stored at the DMs or opening organizations and the notification of VSDC; inform VSDC of the incorrect transaction information, request them to correct and handle error, cancel settlement (if any), and prepare frozen money in accordance with Articles 40d, 40dd, 40e, 40i hereof and the regulations of VSDC.

Article 40d. Confirming payment capabilities and freezing funds to ensure securities transaction settlement

1. Confirming payment capabilities for securities transactions

a) For securities transactions (excluding share purchase transactions by foreign institutional investors without prefunding): The DMs, the opening organizations are required to confirm with VSDC whether they have enough or insufficient funds to pay for their own obligations and those of their clients (if any);

b) For share purchase transaction by foreign institutional investors without prefunding: The DM where the investor opens a securities depository account are required to confirm with VSDC whether they have enough or insufficient funds to pay for the obligations of investors.

2. For case of confirmation of having sufficient funds for payment:

a) Opening organizations must have enough funds in their deposit accounts at the settlement bank for the bank to freeze such funds, ensuring settlement of their own securities transactions as required by VSDC;

b) DMs must have enough funds in their deposit accounts at the settlement bank (for securities companies) or at the custodian bank (for custodian banks) for the settlement bank or custodian bank to block funds and ensure settlement of their own securities transactions and their clients’ (domestic and foreign customers separately), according to the payment obligations announced by VSDC.

3. For case of confirmation of having insufficient funds for payment:

a) Opening organizations and securities companies shall request the settlement bank to freeze the existing funds for purchasing securities and inform VSDC of detailed information about the transaction with insufficient funds for VSDC to cancel settlement of these transactions except as specified in Clause 4 of this Article.

b) The custodian bank shall freeze existing funds for purchasing securities and identifies transactions with insufficient funds for settlement and:

- For transactions with insufficient funds of: (i) the custody bank, (ii) domestic clients, (iii) foreign clients who are not foreign institutional investors placing share purchase orders without prefunding, the custodian bank shall inform VSDC of detailed information about the transactions with insufficient funds for VSDC to cancel the settlement of these transactions.

- For transactions with insufficient funds of foreign institutional investors placing share purchase orders without prefunding, the custodian bank shall inform the securities company and VSDC of detailed information about the transactions with insufficient funds so that the securities company can request the settlement bank to freeze funds to ensure settlement of these transactions.

c) If DMs or opening organizations do not send or punctually send detailed information about transactions with insufficient funds for settlement by the specified deadlines in points a and b of this clause, VSDC shall identify transactions ineligible for settlement following the rules specified in the regulations of VSDC.

4. For transactions with insufficient funds specified in Point a and Point b, Clause 3 of this Article that are share purchase transactions by foreign institutional investors without prefunding:

a) In case the total value of these transactions at the securities company does not exceed the difference between the amount contributed to the settlement supporting fund and the used fund that has not been reimbursed of the securities company, VSDC shall not cancel the settlement of these transactions. The securities company is responsible for carrying out settlement of the transactions on the due date;

b) If the total value of transactions with insufficient funds at a securities company exceeds the difference mentioned above, VSDC shall request the securities company to provide detailed information about the transactions corresponding to the excess amount and cancel settlement of such transactions according to the rules where the total value of the remaining transactions with insufficient funds that are not cancelled shall not exceed VND 50 billion on the same day; the securities company that informs VSDC Corporation of the transaction with insufficient funds first shall be processed first. In cases where a securities company has more than one transaction with insufficient funds, the transaction established later will be cancelled. The securities company is responsible for carrying out settlement of the transactions that are not cancelled on the due date.

c) If the securities organization does not provide or punctually provide detailed information about transactions with insufficient funds specified in point b of this clause by the deadlines specified in the regulations of VSDC, VSDC shall identify transactions ineligible for settlement in accordance with point c of clause 3 of this Article.

5. After VSDC cancels settlement of transactions as stipulated in clauses 3 and 4 of this Article, the funds shall be frozen to ensure the settlement of securities transactions in accordance with obligations re-determined by VSDC in accordance with clause 2 of this Article.

6. The settlement bank, custodian bank shall freeze the funds and send a notice confirming that such funds are frozen to ensure settlement of securities transactions to VSDC. If there are any errors in the confirmation, the settlement banks and custodian banks are responsible for carrying out settlement on behalf of the securities companies and investors and bear any incurred costs.

7. After completing the settlement of securities transactions, the securities company may request the settlement bank to release the frozen funds for ensuring fulfillment of settlement obligations that have not been used.

8. Opening organizations, securities companies must sign agreements with the settlement bank to freeze, confirm the freeze, and unfreeze funds as stipulated in clauses 2, 3, and 7 of this Article.

9. The settlement bank, custodian bank that has frozen the funds, and confirmed such matter in accordance with this Article may only use such funds for the purpose of securities transaction settlement as per the notification from VSDC.

Article 40dd. Post-transaction error correction

1. VSDC shall perform post-transaction error correction in the following cases:

a) DMs which are the securities companies inaccurately execute the investor's order regarding the following information: account number, securities code, quantity of securities, order price, order quantity, and type of purchase/sale order;

b) The securities companies place orders for investors with depository accounts opened at the custodian banks without confirmation from the custodian banks regarding the investor's balance or securities or place orders with information that differs from the confirmation provided by the custodian banks;

c) The custody banks inaccurately confirm information regarding the balance and securities of investors with depository accounts opened at the custodian banks with the securities company, leading to the investor not having sufficient funds or securities to complete the securities transaction settlement.

d) The investor's account does not have sufficient at the time when VSDC transfers securities from the trading securities account to the securities accounts awaiting payment of the investor to prepare for the settlement.

dd) Transactions of investors whose depository account information has not been registered in the market area according to the regulations of VSDC.

2. Rules for post-transaction error correction:

Except for cases specified in clause 3 of this Article, VSDC shall corrects errors after transactions by adjusting erroneous trading orders to proprietary trading orders of the DMs according to the following rules:

a) At the request of DMs in cases specified in point a, point c of clause 1 of this Article;

b) When the custodian bank refuses to confirm the settlement of securities transactions of investors for cases specified in point b of clause 1 of this Article;

c) Without having to have requests from DMs for cases specified in points d, dd of clause 1 of this Article.

3. DMs who are custodian banks may correct errors on proprietary trading accounts of securities companies with which the depository bank has an agreement to correct errors.

4. In cases where the DM does not have proprietary post-transaction error correction, the DM shall open a depository account in its name for a temporary account for the quantity of securities received or to be paid due to post-transaction error correction into that account. After receiving the securities from post-transaction error correction, the DM shall immediately sell these securities in the nearest trading session.

5. Responsibilities of related parties in post-transaction error correction:

a) Parties involved in the transaction are responsible for their errors within their jurisdiction.

b) If errors of the securities company result in the investor of the custodian bank having insufficient securities or funds for settlement, the custodian bank is entitled to unilaterally refuse such settlement, and the related securities company must bear the responsibility for the erroneous transaction payment.

c) If errors of the custodian bank result in the investor having insufficient funds or securities for settlement, the custodian bank must bear the responsibility for the erroneous transaction payment.

6. DMs that, due to correcting errors after transactions, defaults on securities transactions are eligible for supporting mechanisms as specified in Article 40g hereof.

Article 40e. Proprietary trading error correction of securities companies

1. If the securities company enters the wrong proprietary trading account number into the trading system of the Stock Exchange, VSDC will make corresponding adjustments to the correct proprietary trading account number of the securities company for settlement of securities transactions.

2. If the securities company enters an incorrect order leading to a shortage of securities for settlement, or a member who establishes an exchange-traded fund has insufficient or exchange-traded fund certificates for settlement due to unsuccessful traded exchange in accordance with regulations on management of the exchange-traded fund, the settlement support mechanisms specified in clause 3 of Article 40g hereof shall be applied.

Article 40g. Remedial measures for defaults on securities transactions

1. DMs who default on securities transactions are eligible for the following supporting mechanisms:

a) Settlement supporting fund specified in Article 40l hereof.

b) Loans from settlement banks.

2. If the DM borrows from the settlement bank, the DM and the settlement bank may agree on using the securities on the DM's account as collateral for the loan. VSDC may freeze, unfreeze, and transfer ownership of securities that are collateral for loans at the request of the DM and the settlement bank.

3. DMs who default on securities transactions due to post-transaction error correction, proprietary trading error correction are entitled to the following supporting mechanisms:

a) Using borrowed securities through the securities lending and borrowing system (SBL) managed by VSDC. Securities lending and borrowing shall comply with Article 40 hereof;

b) If the DM still does not have enough securities when the settlement time specified in the regulations of VSDC is due, VSDC shall separate the deficit of securities to decide whether to delay the settlement due date, or cancel the settlement in accordance with Article 40h, Article 40i hereof. The value of securities deficit shall be determined according to closing price of the securities on the trading day preceding the settlement date.

Article 40h. Delay of settlement deadlines

The delay of settlement period shall comply with the following rules:

1. VSDC shall delay settlement deadlines for the securities in shortage determined at the settlement time, except for the cases specified in Points i and l of Clause 1 of Article 40i hereof;

2. The maximum delay of settlement is 03 working days from the date of settlement.

3. The settlement of delayed transactions shall be made by the general clearing method with other transactions that have the next settlement date.

4. The DM having the transaction with delayed settlement must compensate the counterparty at the rate of 5% of the value of securities per one day of delayed settlement.

Article 40i. Cancellation of settlement of securities transactions

1. Except for securities transactions that have undergone post-transaction error correction and proprietary trading error correction, VSDC has the right to cancel settlement of the following securities transactions:

a) Securities sales that are not available in the trading account of the DMs, or their clients (except with instructions from the Ministry of Finance).

b) Securities sales before the time VSDC confirms the completion of the securities transaction settlement.

c) Transactions of the DMs or their clients that are carried out after VSDC informs the Vietnam Stock Exchange of the suspension of the securities transaction settlement for that depository member.

d) Transactions with securities codes that have not been accepted for clearing and settlement in the system at VSDC;

dd) Transactions with invalid account number because the DM registration number or the character of the trading account type does not exist;

dd) The transaction contains invalid information, including: no session code; the trading date does not fall under the current date; there is no order number of the buyer or the seller; price, trading volume is less than or equal to zero; no order confirmation;

g) The transaction has a combination of four information: market code, trading board code, ticket symbol, and order confirmation number which are identical with those of the previously received transaction;

h) Transactions ineligible for settlement in accordance with clause 3 and 4 of Article 40d hereof;

i) Transactions with insufficient securities where, at the settlement date, such securities are those under trading suspension for exchange transfer or transactions with insufficient securities with the settlement date as the last registration date to exercise rights leading to reference price changes;

Transactions with delayed settlement, but even after the deferral period, the quantity of securities is still insufficient for settlement.

l) Transactions with insufficient securities in which such securities are not eligible to be borrowed or lent in accordance with the regulations of VSDC;

l) Securities sales where VSDC does not receive a freezing confirmation from the settlement bank or the custodian bank as specified in clauses 2, 3 of Article 40d hereof and the regulations of VSDC.

2. For cases subject to cancellation specified in points a, b, c, h, i, k, l, and m of clause 1 of this Article, the DM with transactions ineligible for settlement must compensate the counterparty at a rate of 20% of the value of the transaction ineligible for settlement (except in cases where the custodian bank has a share purchase transaction without prefunding and ineligible for settlement due to the securities company where the investor placed the order having insufficient funds to be frozen, or the settlement bank not sending the freezing confirmation in accordance with clauses 4 and 6 of Article 40d hereof). The DMs shall be handled according to the law on handling of administrative violations for any violations committed in the field of securities and the securities market.

3. VSDC is responsible for inform the Stock Exchange of transactions ineligible for settlement.

Article 40k. Settlement of share purchase transactions of foreign institutional investor without prefunding

1. Foreign institutional investors placing share purchase orders without prefunding must have sufficient funds in the securities transaction clearing deposit account before the time the DM is required to have sufficient funds in its securities transaction clearing deposit account of the DM at the settlement bank in order to settle the securities transaction. Foreign institutional investors are allowed to place share purchase orders without prefunding for shares listed or registered for trading, except for shares for which securities companies are not allowed to receive purchase orders in accordance with Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC , which is amended in Clause 2 of Article 3 of Circular No. 68/2024/TT-BTC .

2. If the foreign investor does not have sufficient fund in their securities transaction clearing deposit account for settlement as prescribed in Clause 1 of this Article:

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

b) If the foreign investor’s securities depository account is opened at the custodian bank, the custodian bank shall request the securities company to transfer their funds to the securities transaction clearing deposit account of the custodian bank at the settlement bank to settle transactions on behalf of the foreign investor and at the same time notify VSDC. the securities company and settlement bank shall satisfy the requirements of the custodian bank and ensure completion before the time when the DM is required to have sufficient funds in their securities transaction clearing deposit account at the settlement bank in accordance with VSDC.

3. The act of a securities company using its own funds (including the use of loans from the settlement supporting fund within the scope of the securities company's fund contribution as prescribed in Clause 1 of Article 401 hereof) for settlement on behalf of investors as prescribed in Clause 2 of this Article is not a lending activity in margin trading at a securities company as prescribed by the law on securities.

4. Securities companies must ensure sufficient funds to settle securities transactions as prescribed in Clause 2 of this Article. Securities companies shall face penalization in accordance with the law and regulations of VSDC if they fail to ensure the performance of the obligations specified in Clause 2 of this Article.

5. The securities company is allowed to freeze, release, or request the custodian bank (in case the investor opens a depository account at the custodian bank) to freeze, release the number of shares received from the share purchase transactions with insufficient money, corresponding to the amount that the securities company has paid on behalf of the investor as prescribed in Clause 2 of this Article. The freezing and release of securities in this case shall be carried out on the account of the foreign institutional investor without sufficient funds for settlement of share purchase transactions.

6. Foreign institutional investors shall be responsible for confirming the performance of the settlement obligation as agreed with the securities company before the end of the afternoon trading session of the day the securities company makes the settlement on their behalf as prescribed in Clause 2 of this Article and must make full payment as agreed with the securities company no later than the end of the afternoon trading session of the day following the day the securities company makes the settlement on their behalf. After receiving the full payment as agreed, the securities company shall release or request the custodian bank (if the investor opens a custodian account at the custodian bank) to release the frozen shares as prescribed in Clause 5 of this Article. Losses, profits and other expenses arising from the execution of this transaction shall be handled according to the agreement between the securities company and the foreign institutional investor or the authorized representative of the foreign institutional investor.

7. In case the foreign institutional investor does not confirm or confirms that they have not fulfilled their settlement obligation as agreed with the securities company within the time limit prescribed in Clause 6 of this Article, the securities company may request VSDC to complete the transfer of ownership of the number of shares accounted for in the account of the foreign institutional investor that the securities company has settled on their behalf to the securities company's proprietary trading account as prescribed in Point q2 of Clause 2 of Article 6 hereof on the same day that the securities company has settled on its behalf.

8. In case the foreign institutional investor has confirmed that they shall fulfill their settlement obligation as agreed with the securities company but fail to fulfill such obligation within the time limit prescribed in Clause 6 of this Article, the securities company may request VSDC to complete the transfer of ownership of the number of shares accounted for in the account of the foreign institutional investor that the securities company has settled on their behalf, and any arising rights to the securities company's proprietary trading account as prescribed in Point q2 of Clause 2 of Article 6 hereof immediately on the day following the day the securities company makes the settlement on their behalf.

9. Securities companies are allowed to the number of shares received on the proprietary trading account on the securities trading system as prescribed in Clause 7 and Clause 8 of this Article. Losses, profits and other expenses arising from the execution of this transaction specified in this clause shall be handled according to the agreement between the securities company and the foreign institutional investor or the authorized representative of the foreign institutional investor.

10. The custodian bank where the foreign institutional investor opens the depository account is responsible for freezing and releasing the shares and cooperating with the securities company where the foreign institutional investor places the transaction order to complete the transfer of ownership of shares prescribed in Clauses 5, 6, 7, and 8 of this Article.

11. The clearing and settlement of share purchase transactions by foreign institutional investors as prescribed in this Article shall be carried out in accordance with the law and the regulations of VSDC.

Article 40l. Use of, and return of used funds to settlement supporting fund

1. Use of settlement supporting fund

a) VSDC may only use the settlement supporting fund to support settlement when a DM is unable to settle securities transactions, deposit interest, interest on the use of the settlement supporting fund allocated to the DM, and pay the fee for managing the settlement supporting fund deposit account to the payment bank (if any);

a) VSDC shall use the settlement supporting fund contributions of DMs to support their settlement after deducting the unrefunded amount from the settlement supporting fund; In case it is not sufficient to cover the settlement obligation and the settlement bank does not lend or only lends part of the fund in shortage, VSDC shall use the settlement supporting fund contribution of other DMs to support settlement in accordance with the regulations of VSDC. If the supporting amount taken from contributions of other DMs on a settlement day exceeds VND 50 billion, VSDC shall use the settlement supporting fund contributions of other DMs to support the settlement in accordance with the regulations of VSDC and report the matter to the State Securities Commission.

c) VSDC may freeze securities in the proprietary trading account of the DM who is unable to pay funds and/or securities received from transactions without sufficient funds of an investor who defaults on securities transactions and has a depository account at that depository member (if any) to serve as collateral for the funds used from the contribution of other depository members. The DM who defaults on a securities transaction must inform VSDC of information on investors' transactions with insufficient funds.

d) The freezing, unfreezing, and handling of collateral are carried out according to the regulations of VSDC.

2. Refund to settlement supporting fund

Within 1 day from the date VSDC uses the settlement supporting fund to support the settlement on behalf of the DM who defaults on securities transactions, the DM is responsible for returning such amount. The DM must pay interest for the amount used from the settlement supporting fund as prescribed in the regulations of VSDC;

b) A DM who is short of funds for settlement of securities transactions due to adjustments in the consolidated notification of results of settlement of securities transactions arising from delayed settlement of another DM on the settlement date shall be responsible for returning the amount provided by the settlement supporting fund within 2 working days from the date of use and not be required to pay interest. Beyond the deadline mentioned above, the DM must pay an interest in accordance with the regulations of VSDC;

c) VSDC may suspend settlement of securities transactions and request the Vietnam Stock Exchange to suspend the trading activities of the DM if they fail to return the amount used from the settlement supporting fund within the deadline specified in point a, point b of this clause.

d) If a DM who defaults on securities transactions is only able to return part of the amount used from the settlement supporting fund or through installment payment, VSDC shall allocate the refund in the following order: the interest, settlement supporting fund contributions of other DMs, and settlement supporting fund contributions of the DM who defaults on securities transactions;

d) In cases where the DM is unable to fully return amount provided by the settlement supporting fund within the deadline prescribed in point a, point b of this clause, VSDC shall take the following steps to recover the amount provided, interest, and relevant expenses:

- Request the settlement bank to deduct the proceeds from selling securities in the proprietary trading account of the DM and transfer it to the account of the settlement supporting fund. The settlement bank is responsible for deducting and transferring such proceeds to the account of the settlement supporting fund as requested by VSDC;

- Transfer the frozen securities as collateral as specified in point c of this clause to the account of VSDC to be sold on the securities trading system based on market orders at the time of placement (for shares, fund certificates, secured warrants, and corporate bonds) and electronic market-wide put-through transaction orders at the nearest execution price (for debt instruments and privately placed corporate bonds). The proceeds from selling these securities are not included in the revenue of VSDC.

e) VSDC shall open an account for itself at a securities company that meets the criteria specified in the regulations of VSDC, open a deposit account at the settlement bank to receive and sell frozen securities as collateral, and handle the proceeds from selling securities.

g) The securities mentioned in point c of this clause transferred to VSDC shall not be recorded as assets owned by VSDC. During the process of selling securities in the account of VSDC at the securities company, the rights and benefits arising from the exercise of rights related to these securities shall be distributed in accordance with the law. VSDC may continue handling the rights and benefits arising regarding cash dividends, earnings yields that have been allocated (if any) to recover the funds provided and the interest (if any); the remaining rights and benefits arising from the exercise of rights after transferring to the account of VSDC are returned to the DM/the investor who defaults on securities transactions;

h) The proceeds specified in point d of this clause after offsetting the costs arising from supporting settlement for the DM who defaults on securities transactions shall be used in the following order: payment of the interest, repayment of the outstanding amount to the settlement supporting fund contributions of other DMs that have not been returned, and returning the remainder to the DM who defaults on securities transactions;

i) The remaining securities after the sales of VSDC in accordance with point d and point g of this clause and the rights and benefits arising from the securities transferred to VSDC (if any) shall be returned to the DM/the investor who defaults on securities transactions after VSDC has recovered the outstanding amount specified in point h of this clause.

3. VSDC shall issue regulations guiding the management and use of settlement supporting fund.”.

11. The phrase “chuyển khoản chứng khoán” (“Transferring securities”) is replaced with the phrase “chuyển khoản chứng khoán và quyền phát sinh kèm theo (nếu có)” (“Transferring securities and accompanying rights (if any)”) in Clause 2, Article 22; The phrase “hệ thống” (“system”) with the phrase “hoạt động” (“operation”) in Article 40.

12. Clause 2 of Article 16 is annulled.

Article 2. Amendments to some articles and Appendix of Circular No. 96/2020/TT-BTC dated November 16, 2020, of the Minister of Finance on guidance on disclosure of information on the securities market that is amended by Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of Finance (hereinafter referred to as “Circular No. 119/2020/TT-BTC" and “Circular No. 68/2024/TT-BTC" respectively)

1. Amendment to clause 8 of Article 25:

“8. If the foreign institutional investor refuses to pay for the share purchase as prescribed in clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC , the securities company where the foreign institutional investor’s trading order is placed must disclose information on the foreign institutional investor's transaction on the media of the State Securities Commission (SSC), Stock Exchanges, and VSDC, and on its website using the form in Appendix XVII enclosed herewith within 24 hours from the time when the foreign institutional investor has to make the payment in accordance with clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC .”.

2. Amendment to point a of clause 1 of Article 33:

a) At least 03 working days before the estimated transaction date, internal actors and their related parties shall disclose information about their expected transactions according to the form in Appendix XIII or Appendix XIV enclosed herewith, except in the case where the securities company is the related party of the internal actor of a listed organization or a registered organization when transferring ownership as prescribed in Point q2 of Clause 2 of Article 6 of Circular No. 119/2020/TT-BTC .

If the securities company sells the shares received in the proprietary trading account in accordance with Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC on the securities trading system, the exemption from information disclosure shall apply to transactions carried out within 04 working days from the date the shares are transferred to the proprietary trading account of the securities company as prescribed in Clause 7 and Clause 8 of Article 40k of Circular No. 119/2020/TT-BTC .”.

3. Amendment to clause 8 of Article 33:

“8. If the securities company is a related party of an internal actor of a listed organization or registered organization, when the value at par of transactions conducted in a day is VND 50 million or more, or when the value at par of transactions conducted in a month is VND 200 million or more, including transactions involving transfer of ownership outside the securities trading system, the securities company shall disclose information, submit reports to SSC and Stock Exchanges, and give a notice to the listed organization or registered organization using the form in Appendix XVIII enclosed with Circular No. 96/2020/TT-BTC within 24 hours from:

a) its completion of the transfer of ownership to the securities company's proprietary trading account as prescribed in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC ; or

b) its completion of the sale of shares as prescribed in clause 8 of Article 40k of Circular No. 119/2020/TT-BTC”.

4. Amendment to point c of clause 1 of Article 37:

“Bid prices and selling prices of corresponding volume of each type of securities:

- The best three bid prices and selling prices and corresponding volume of securities to be purchased or sold that are expected to remain after order matching corresponding to those prices in the periodic trading-order matching.

- The best three bid prices and selling prices and corresponding volume of securities to be purchased or sold in continuous order matching.”.

5. Amendments to Appendix XVII attached to Decree No. 96/2020/TT-BTC .

Article 3. Implementation clauses

1. This Circular comes into force from May 05, 2025.

2. This Circular replaces some regulations in Article 9a of Circular No. 120/2020/TT-BTC amended by Clause 2 of Article 1 of Circular No. 68/2024/TT-BTC. To be specific:

a) Clause 2, Clause 5 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clause 2 of Article 40k of Circular No. 119/2020/TT-BTC amended by Clause 10 of Article 1 hereof;

b) Clause 3, Clause 4 of Article 9a of Circular No. 120/2020/TT-BTC are replaced by Clauses 7, 8, 9 of Article 40k of Circular No. 119/2020/TT-BTC amended by Clause 10 of Article 1 hereof;

3. Some regulations specified in Circular No. 68/2024/TT-BTC are annulled. To be specific:

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

b) Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC on regulations on clearing and settlement of securities transactions and regulations on use of and refund to settlement supporting fund that have been replaced by Article 40l of Circular No. 119/2020/TT-BTC amended by Clause 10 of Article 1 hereof. Other contents on management and use of settlement supporting fund that are not specified in Article 40l hereof shall continue complying with Clause 2 of Article 5 of Circular No. 68/2024/TT-BTC until the central counterparty clearing mechanism officially comes into force.

4. In case the legislative documents referred to in this Circular are amended or replaced, the newer documents shall apply.

5. The SSC, VSDC, DMs, settlement banks, opening organizations and relevant agencies, organizations and individuals shall be responsible for implementation of this Circular./.

PP. PP. MINISTER DEPUTY MINISTER Tran Quoc Phuong