Thông tư 87/2013/TT-BTC

CIRCULAR

GUIDING E-TRANSACTIONS ON THE SECURITIES MARKET

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

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

Pursuant to the Law on E-Transactions No. 51/2005/QH11 dated November 29, 2005;

Pursuant to the Law on information technology No. 67/2006/QH11 dated June 29, 2006;

Pursuant to the Government’s Decree No. 27/2007/ND-CP dated February 23, 2007 on e-transactions in financial activities;

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

At the proposal of Chairman of State Securities Commission;

The Minister of Finance promulgates the Circular guding e-transactions on securities market as follows:

Chapter 1

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular regulates the principles and procedures for conducting e-transactions during online securities trading activities, and for exchanging e-information relevant to public offers of securities, to securities depository, listing, registering and trading; to administration of securities companies, fund management companies and securities investment companies; and to disclosure and announcement of information and other securities market activities in accordance with the Law on Securities No. 70/2006/QH11 dated 29/06/2006 and Law on amending and supplementing a number of articles of Law on Securities No. 62/2010/QH12 dated 24/11/2010 (hereinafter referred to as Law on Securities).

Article 2. Subjects of regulation

Subjects of regulation include: The State Securities Commission (SSC), Stock Exchanges (SE), Vietnam Securities Depository (VSD), issuing organizations, listing organizations, securities companies, fund management companies, securities investment companies, public companies, investors and other intermediary organizations choosing to transact in securities activities and securities market electronically.

Article 3. Interpretation of terms

1. E-transactions in the securities sector means electronically conducted transactions and electronically provided services in securities and the securities market, including: public offers of securities, securities depository, listing, registering and trading; administration of securities companies, fund management companies and securities investment companies; and disclosure and announcement of information and other securities market activities in accordance with the Law on Securities.

2. E-voucher in the securities sector means a data message about a professional securities activity which is created, sent, received and stored by electronic means in the course of online securities trading; in the course of exchange of electronic information relevant to public offers of securities, securities depository, listing, registering and trading; in the course of administration of securities companies, fund management companies and securities investment companies; and during disclosure and announcement of information and other securities market activities in accordance with the Law on Securities.

3. E-order means a data message recording data about a trading order which a client has placed via the online securities transaction system (of the securities company where such client has opened a trading account) at a specific time when only that client is able to access such system via an access affirmation and order placing affirmation.

Article 4. Principles for e-transactions in the securities sector

1. The conduct of e-transactions in the securities sector must comply with the principles on clarity, fairness, truthfulness, safety and effectiveness, and must also comply with article 5 of the Law on E- Transactions No. 51/2005/QH11.

2. E-transaction service providers in the securities sector must satisfy the conditions stipulated in item I.1 of Section II of Circular 78/2008/TT-BTC on e-transactions in financial activities.

3. E-transaction service users in the securities sector must satisfy the conditions stipulated in Item I.2 of Section II of Circular 78/2008/TT-BTC on e-transactions in financial activities.

Chapter 2

ONLINE SECURITIES TRADING ACTIVITIES

Article 5. Requirements on service

1. Online securities trading services means services provided by a securities company to investors to open accounts, place orders, provide their requirements regarding securities trading or receive transaction results via the internet or by telephone.

2. Securities traded on a Stock Exchange shall be permitted to be traded online.

3. Securities companies must create a website with a fixed address on the internet in order to provide a portal for online trading services.

4. Any investor opening an account in accordance with law on the website of a securities company may use online trading services after registering and conducting the necessary legal procedures.

Investors may, when conducting online securities trading, use e-orders which satisfy the criteria stipulated in article 5 of the Decree No. 27/2007/ND-CP on e-transactions in financial activities.

5. Securities companies must directly provide online securities trading services for investors, are not permitted to authorize or hire other unauthorized organizations to provide online services by paying the latter service fees.

6. Securities companies must issue their own Rules on conducting online trading services in conformity with the Law on E-Transactions, and must sign a written contract with clients stipulating the legal liabilities of the two parties including liability to pay compensation when happening risks. Securities companies must set out risks relevant to investors in the form of an Announcement of Risks” attached to contracts.

7. Securities companies providing online securities trading services must provide trading methods as a replacement, back-up for clients who use their services.

8. Securities companies are responsible for regular provision to investors using online trading service, written documents on their electronic transactions for comparative purposes.

9. Securities companies must not provide online trading services for transferring financial resources or for transferring and buying and selling securities on trust or pursuant to authorization.

10. Securities companies must disclose relevant risks in an Announcement of Risks and provide it on their official website and in application software provided to clients. The Announcement of Risks must state:

a) [There is a risk] that trading orders may be hung, suspended, delayed or corrupted during internet transmission;

b) [There is a risk] that identification of organizations or investors may be inaccurate, and errors may occur regarding [protection of] confidentiality;

c) [There is a risk] that errors may occur or inaccurate information provided about market prices and other information about securities;

d) Any other risks which the securities administrative bodies and the securities companies consider necessary to announce.

11. Securities companies providing online securities trading services business must annotate or explain the effective date or delayed time of lists of listed securities prices when sending them to clients. And securities companies must announce the source of information then providing securities information to clients.

Article 6. Requirements on information confidentiality and data storage

1. Securities companies must store and maintain the original status quo of e-vouchers, e-orders, electronic data and telephone order recordings of clients for at least ten (10) years.

2. Securities companies must preserve, in accordance with law, confidentiality of information on entities which participate in online trading. Securities companies must not disclose externally information relevant to monetary accounts, securities, identification information and any other data about investors.

Article 7. Technical requirements

1. Securities companies must apply technical solutions to ensure that their online securities trading services system is technically separate from their other business systems, use confidential safety solutions to block the illegal access the company's internal business systems through online transaction activities.

2. Securities companies must ensure technical separation of information databases on investors who do not register for online securities trading services, from the online securities trading services system.

3. The online trading services system must contain technical solutions ensuring safety of the system and database back-up, and ensuring correction of faults to maintain quality of technical features and the safety, integrity and accuracy of client data.

4. Securities companies must allocate professionally qualified staff to manage and supervise the operation of their online trading services system. Securities companies must have contingent of staff meeting IT professional requirements such as: operating systems, databases, secret technical matters and network administrators.

5. Online trading services systems must have options or tools for real-time management and blocking illegal access. The system must store in a reasonable manner, daily diary information and check the main software file copies of the online securities trading service system such as the network operating system, database management system and application software management system.

6. Information about service users and trading orders and other sensitive information must be coded for internet transmission.

7. Securities companies must apply reliable technical or administrative measures to accurately identify who are online investors and to block sham clients and sham securities companies in online securities trading.

8. Securities companies must apply technical or administrative measures to set up limits on purchase and sale of securities as stipulated by law for each investor using online securities trading services.

9. The main technical equipment for safe data transmission and identification on the online securities trading services system must be inspected and certified as to its level of safety by the agencies having function on IT inspection as prescribed by law.

10. In order to ensure safety and confidentiality security, the using of digital signatures, digital certificates for application in online trading on internet environment of securities companies is provided as follows:

a) Website and email system of securities companies providing online securities trading service must be affirmed by digital certificates;

b) Securities companies and investors may proactively select type of digital signatures, digital certificates in online securities purchase and sale. Investors are advised to use public digital certificates in online securities purchase and sale.

11. Securities companies must require the providers of solutions and building application software for the online securities trading system to commit in protecting secret of source code of application software with securities companies.

Article 8. Conditions for providing the online securities trading service

1. Securities companies wishing to be online securities trading service providers must be members of a Stock Exchange ("SE") and must connect with the trading system of SE. After connecting with the trading system of SE, securities companies must register as an online securities trading service provider with the State Securities Commission.

2. A securities company is not approved to provide online securities trading services in case of being suspended operation or being stopped transactions for termination of member status at SE, or belonging to the special control case of SSC.

Article 9. The file for registration as a service securities trading provider

The file for registration as a service securities trading provider includes:

1. Request for registration as a service securities trading provider made according to the set form in Annex 01 of this Circular;

2. List and curriculum vitae of experts, who will manage the online securities trading system of the company made according to the set forms in Annexes 02 and 03 of this Circular;

3. Standard form contract of online securities trading service with clients including the Announcement of Risks made according to the set forms in Annexes 04 and 05 of this Circular;

4. Report on design of the online securities trading system made according to the set form in Annex 06 of this Circular;

5. Backup system in the event of a breakdown of the online securities trading system made according to the set form in Annex 07 of this Circular;

6. Certificates on testing the safety and quality of the online securities trading system issued by agencies, organizations having function of IT testing as prescribed by law (authenticated copy);

7. Plan on risk management of the company in conducting online trading services made according to the set form in Annex 08 of this Circular;

8. Technical data on network access facilities, on network integration equipment, on hardware and software systems and on other relevant equipment or facilities made according to the set form in Annex 09 of this Circular;

9. Official Dispatch of approval and minutes of checking the online trading system of SE (authenticated copy).

Article 10. Procedures for approving the online trading service provision

1. After receiving the file as prescribed in Article 9 of this Circular, within five (05) working days, the SSC shall have document to request securities companies for supplementation or written explaination for cases of invalid dossier.

2. Within ten (10) working days after receiving request of SSC, securities companies must have written explaination or supplement dossier after having opinion of SSC. After the above time limit, if securities companies fail to supplement more dossier, the SSC shall be entitled to refuse for approval.

3. Within thirty five (35) working days, as from fully receiving the valid dossiers, the SSC shall isue decision on approval for online securities trading service provision. In case of refusal, the SSC must reply in writing in which clearly stating reason thereof.

Article 11. Regime of reporting and information disclosure

1. When a securities company is approved to provide online securities trading services, it must send the SSC and SE data and a report on how it proposes to upgrade and change its systems such as: major upgrade of operating systems of the online securities trading services; major repairs to its business administration system; or operation of a technical system and online securities business principles for any branch not yet providing online trading services. This report must be lodged at least seven (07) working days prior to the securities company undertaking the system upgrade or change.

2. Securities companies approved to provide online services must send an annual report to the SSC on activities of online securities trading services prior to 31 January of the following year according to the set form in Annex 10 of this Circular.

3. SE shall report SSC about provision of online securities trading services for securities companies; report about the online trading system must be sent prior to 31 January of the following year according to the set form in Annex 11 of this Circular.

4. The SEs shall announce on their websites: a list of securities companies satisfying the conditions and authorized to connect to their trading system, procedures for and regulations on the dossier of registration for being the online trading members of the SE.

5. The SSC shall announce on its website: a list of securities companies authorized to provide the online securities trading services, procedures for and regulations on the dossier of registration for providing the online securities trading services to clients.

6. The SE and securities companies shall send reports under form of e-reports that use of digital certificates and digital signatures in accordance with guide of the SSC.

Article 12. Inspection, examination

The SSC shall implement periodical or irregular inspection and examination over the SEs and securities companies about implementation of online securities trading as prescribed and when happening events influencing seriously to benefits of investors and the market safety.

Article 13. Withdrawal of decision on approval for providing the online securities trading service

1. Securities companies may be withdrawn decision on approval for providing the online securities trading service in cases:

a) They have registered for withdrawing from the securities brokerage professional operation and have been approved by the SSC.

b) They are withdrawn the securities brokerage professional operation.

c) They are temporarily stopped operation.

d) They are withdrawn the permit of establishment and operation.

2. Securities companies that are withdrawn decision on approval for providing the online securities trading service as prescribed in clause 1 of this Article must maintain and storage data of the online securities trading system so as to implement obligations as prescribed by law.

3. Securities companies that are withdrawn decision may register for providing again the online securities trading services after they have remedied as prescribed in clause 1 Article 13 of this Circular.

Chapter 3

EXCHANGE OF ELECTRONIC INFORMATION

Article 14. Provisions on exchange of electronic information

1. Activities of electronic information exchange means exchange of information via the internet between market management bodies (comprising the State Securities Commission, Stock Exchanges), securities companies, fund management companies and securities investment companies [on the one hand] with entities registered to use such services [on the other hand].

2. Entities registering to use information exchange services via their registered address may send data disclosing information by their units and may receive feedback information from securities market management bodies.

3. The entities of register to use electronic information exchange services include:

a) Public companies and organizations registered to make a public offering of securities.

b) Organizations and individuals conducting securities registration and/or securities depository

c) Organizations applying for permission to establish a securities company, fund management company or securities investment company.

d) Other relevant organizations or individuals.

4. Any entity wishing to register for use of electronic information exchange service must lodge an application for registration and complete other necessary procedures in order to be able to use any electronic information exchange service on the website of a market management body.

5. Market management bodies shall issue Rules on electronic information exchange services and in necessary cases must sign a written contract with entities registering for use of the above service. This contract must state clearly the legal responsibilities of the two parties and the risks which may occur to clients when clients use the services of a provider.

6. Management bodies must create a website on the internet in order to provide a portal for their electronic information exchange services.

7. Electronic information exchange service providers shall ensure regime on confidentiality of client information.

8. Information and data transmitted via an electronic information exchange system must satisfy the conditions stipulated in article 4 of the Decree 27/2007/ND-CP on e-transactions in financial activities.

9. Procedures for registration to provide electronic information exchange services must comply with Item V.A.2 of Section II of Circular 78/2008/TT-BTC on e-transactions in financial activities.

Chapter 4

ORGANIZATION OF IMPLEMENTATION

Article 15. Effect

This Circular takes effect on August 15, 2013 and replaces the Circular No. 50/2009/TT-BTC dated 16/03/2009, on guiding e-transactions on securities market.

Article 16. Organization of implementation

1. Securities companies that are approved to provide the online securities trading service in time of 06 months after this Circular takes effect must complete requirements on digital certificate for their websites and the email system of securities companies as prescribed in point a clause 10 Article 7 of this Circular.

2. The SSC shall issue regulations guiding on use of digiral certificates, digital signatures in securities sector. SE, SDC shall issue the guiding regulations, professional rules and supervise the compliance of online trading activities by members after the SSC approved.

The SSC, SE, DSC, securities companies, fund management companies, securities investment companies and other relevant organizations and individuals shall implement this Circular.

3. The Minister of Finance shall decide on amendments and supplementations to this Circular.