Decree 158 of Securities

DECREE 158
ON
DERIVATIVE SECURITIES AND
THE DERIVATIVE SECURITIES MARKET
31 December 2020
CONTENTS
CHAPTER 1 ................................................................................................................................................. 1
General Provisions ..................................................................................................................................... 1
Article 1 Governing Scope............................................................................................................. 1

Article 2 Applicable entities ........................................................................................................... 1
Article 3 Definitions ....................................................................................................................... 1
CHAPTER 2 ................................................................................................................................................. 3
Derivatives Business Organizations [DBO] and Derivatives Securities Clearing Service Providers ..... 3
Section 1 ..................................................................................................................................................... 3
Derivatives Business Organizations [DBO] ............................................................................................... 3

Article 4 Conditions for issuance of a Certificate of satisfaction of conditions for derivatives
trading [SC Certificate] .................................................................................................... 3
Article 5 File, sequence and procedures for issuance and/or amendment of a Certificate of
satisfaction of conditions for derivatives trading [SC Certificate] ....................................... 4
Article 6 Suspension or restoration of derivatives trading ............................................................... 5
Article 7 Voluntary termination of a derivatives business operation ................................................ 6
Article 8 Compulsory termination of a derivatives trading operation ............................................... 7
Section 2 ..................................................................................................................................................... 8
Derivatives Securities Clearing Service Providers .................................................................................... 8

Article 9 Conditions for issuance of a Certificate of satisfaction of conditions for a derivatives
clearing operation [SC Certificate] ................................................................................... 8
Article 10 File, sequence and procedures for issuance and/or amendment of a Certificate of
satisfaction of conditions for a derivatives clearing operation [SC Certificate] ................... 9
Article 11 Suspension or restoration of a derivatives clearing operation ........................................... 9
Article 12 Voluntary termination of a derivatives clearing operation ................................................ 10
Article 13 Compulsory termination of a derivatives clearing operation ............................................ 11
CHAPTER 3 ............................................................................................................................................... 11
Derivative Securities Market..................................................................................................................... 11
Section 1 ................................................................................................................................................... 11
Derivatives ................................................................................................................................................ 11
Article 14 Derivatives eligible to be traded on the derivatives market ............................................. 11
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Article 15 Listing derivatives .......................................................................................................... 12
Article 16 Provisions on investment in derivatives.......................................................................... 12
Section 2 ................................................................................................................................................... 13
Organizing the Derivatives Trading Market ............................................................................................. 13

Article 17 Organizing trading of derivatives.................................................................................... 13
Article 18 Rights of Stock Exchange regarding derivatives trading activities................................... 13
Article 19 Obligations of Stock Exchange regarding derivatives trading activities ........................... 13
Article 20 Derivatives transactions................................................................................................. 14
Article 21 Market stabilization measures ....................................................................................... 14
Section 3 ................................................................................................................................................... 14
Trading Members, Special Trading Members and Market-Makers.......................................................... 14

Article 22 Registration of trading members .................................................................................... 14
Article 23 Registration as a special trading member ...................................................................... 15
Article 24 Registration to act as a market-maker ........................................................................... 16
Article 25 Rights and obligations of trading members, of special trading members and of
market-makers .............................................................................................................. 17
Article 26 Contract opening a derivatives trading account [for an investor] ..................................... 18
CHAPTER 4 ............................................................................................................................................... 18
Clearing Derivatives ................................................................................................................................. 18
Section 1 ................................................................................................................................................... 18
Arranging Clearing and Making Payment for Derivatives ....................................................................... 18

Article 27 Arranging clearing and making payment for derivatives ................................................. 18
Article 28 Rights of VSDCC regarding clearing and making payment for derivatives transactions .. 19
Article 29 Obligations of Vietnam Securities Depository Clearance Corporation [VSDCC] regarding
clearing and making payment for [clearing] derivatives transactions ............................... 20
Article 30 Registration of clearing members .................................................................................. 21
Article 31 Rights and obligations of clearing members ................................................................... 22
Section 2 ................................................................................................................................................... 23
Clearing and Making Payment for [Clearing] Derivatives Transactions................................................. 23

Article 32 Principles for clearing derivatives transactions ............................................................... 23
Article 33 Management of accounts and escrow deposited assets of clearing members ................ 23
Article 34 Management of accounts and escrow deposited assets of investors .............................. 24
Article 35 Risk prevention measures at VSDCC ............................................................................ 25
Article 36 Co-ordination between the Stock Exchange [SE] and Vietnam Securities Depository
Clearance Centre [VSDCC] ........................................................................................... 25
CHAPTER 5 ............................................................................................................................................... 25
Obligation to Provide Reports and Disclose Information ....................................................................... 25
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Article 37 Reporting regime ........................................................................................................... 25
Article 38 Information required to be disclosed .............................................................................. 26
CHAPTER 6 ............................................................................................................................................... 26
Management and Supervision of the Derivatives Market ........................................................................ 26
Article 39 Supervisory activities of the State Securities Commission [SSC] .................................... 26

Article 40 Supervisory activities of the Stock Exchange ................................................................. 26
Article 41 Supervisory activities of Vietnam Securities Depository Clearance Centre [VSDCC] ...... 27
CHAPTER 7 ............................................................................................................................................... 27
Implementing Provisions.......................................................................................................................... 27
Article 42 Effectiveness................................................................................................................. 27
Article 43 Organization of implementation ..................................................................................... 27
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GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No. 158/2020/ND-CP
Ha Noi, 31 December 2020
DECREE
ON
DERIVATIVE SECURITIES AND
THE DERIVATIVE SECURITIES MARKET
Pursuant to the Law on Organization of the Government dated 19 June 2015 as amended by a Law dated
22 November 2019;
Pursuant to the Law on Securities dated 26 November 2019;
Pursuant to the Law on Enterprises dated 17 June 2020;
On the proposal of the Minister of Finance,
The Government hereby issues this Decree on derivative securities and the derivative securities market.
CHAPTER 1
General Provisions
Article 1 Governing Scope
This Decree regulates derivative securities ["derivatives"] and the Vietnamese derivative securities market
["derivatives market"].1
Article 2 Applicable entities
1. Both Vietnamese and foreign organizations and individuals investing in derivatives and conducting
activities on the derivatives market in Vietnam.
2. The State administrative agency for securities and the securities market.
3. Other organizations and individuals involved in activities of investment in and trading derivatives and
involved in the derivatives market in Vietnam.
Article 3 Definitions
In this Decree, the following terms are construed as follows:
1. Derivatives trading means conducting one or more or all of the following activities: derivative
securities brokerage [derivatives brokerage]; derivative securities self-trading [derivatives self-
trading]; derivative securities investment consultancy [derivatives consultancy].
1
Allens footnote: Square brackets contain translator's comments only.
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2. Position of a given derivative (abbreviated as position) means the current trading position and the
quantity of undue [still valid] derivatives which the investor currently holds at any one time. Reference
is made to the open buy position of a given derivative of a buying investor, and to the open sell
position of a given derivative of a selling investor.
3. Open position of a given derivative means that the investor currently holds a quantity of undue [valid]
derivatives.
4. Net position of a given derivative at any one time is fixed as the difference between the open buy
position and the open sell position of such derivative at the same time.
5. Limit position of a given derivative means the maximum net position of such derivative, or of such
derivative plus other derivatives based on the same one underlying asset which the investor has the
right to hold at any one time.
6. Order limit on a given derivative means the maximum quantity of such derivative which may be
placed in one trading order.
7. Derivative securities trading member (abbreviated as trading member) means a securities company
which the Stock Exchange [SE] approves as a derivative securities trading member.
8. Special trading member on the derivative securities market (abbreviated as special trading member)
means a commercial bank or foreign bank branch which the SE approves as a special trading
member in order to conduct transactions in derivatives whose underlying securities are Government
bonds.
9. Market-making member [market maker] means a trading member or special trading member
permitted to create a market for one or more derivatives.
10. Derivative securities clearing member (abbreviated as clearing member) means a securities
company, commercial bank or foreign bank branch which Vietnam Securities Depository Clearing
Corporation (VSDCC) approves as a clearing member in order to conduct clearance and payment for
derivatives transactions.
11. General clearing member means a clearing member permitted to conduct clearance and payment for
its own derivative transactions and for those of its clients, and also to provide services of clearance
and payment for derivatives transactions of non-clearing members and their clients.
12. Direct clearing member means a clearing member only permitted to conduct clearance and payment
for its own derivative transactions of for those of its own plus its clients.
13. Non-clearing trading member (abbreviated as non-clearing member) means a trading member or
special trading member not permitted to act as a clearing member
14. Market making activities means implementation of purchase and sale transactions in order to create
liquidity for one or more derivatives traded on the SE.
15. Clearance and payment trust contract means a contract in which a non-clearing member authorizes
a general clearing member to conduct clearance and payment for derivatives transactions of such
non-clearing member and its clients.
16. Clearing escrow deposited assets (abbreviated as escrow deposited assets) means money,
securities and other assets in accordance with regulations of VSDCC which are used to secure the
obligation to make payment for derivatives transactions of investors and of clearing members.

17. Clearing margin account (abbreviated as margin account) means an account opened for an investor
or clearing member to manage their positions and collateral assets and to make payment for
derivatives transactions.
18. Clearing and settlement of derivatives transactions means activities comprising escrow, reconciliation
and confirmation of trading results, processing any errors, trading positions, clearing and determining
payment obligations, and transfer of money and/or underlying assets on payment date.
19. Central clearing partner mechanism means the clearing and settlement of derivatives transactions
performed by VSDCC which by positioning activities becomes the partner to the derivatives
transaction in which the clearing member is the other party to the transaction.
20. Subrogation means the replacement of one party to a contract or derivatives transaction by another
party, by which the replacing/latter party inherits all the rights and obligations relating to the contract
or securities transaction of the replaced/former party.
CHAPTER 2
Derivatives Business Organizations [DBO] and Derivatives Securities Clearing Service Providers
Section 1
Derivatives Business Organizations [DBO]
Article 4 Conditions for issuance of a Certificate of satisfaction of conditions for derivatives trading [SC
Certificate]
1. Securities companies and securities investment fund management companies [FMC] are only
permitted to conduct derivatives trading after the State Securities Commission [SSC] has issued
them with a Certificate of satisfaction of conditions for derivatives trading [SC Certificate]:
(a) Securities companies are then permitted to conduct one or a number or all of the derivatives trading
activities comprising derivatives brokerage, derivatives self-trading and derivatives investment
consultancy;
(b) Fund management companies [FMC] are only permitted to provide derivatives investment
consultancy.
2. The conditions for issuance of such SC Certificate to a securities company are as follows:
(a) It is licensed for all securities professional business activities;
(b) It satisfies the following conditions regarding charter capital and equity:
- Applicable to derivatives brokerage: it is a securities company with charter capital and/or equity of
eight hundred (800) billion dong or more;
- Applicable to derivatives self-trading: it is a securities company with charter capital and/or equity of
six hundred (600) billion dong or more;
- Applicable to derivatives investment consultancy: it has charter capital and/or equity of two hundred
and fifty (250) billion dong or more;
- Applicable to a securities company registering for all activities of derivatives consultancy, brokerage
and self-trading, its charter capital and/or equity must be at least eight hundred (800) billion dong or
more;

(c) It must satisfy the requirements on internal control and risk management for its securities business
operation in accordance with the law on operations of securities companies;
(d) The director (or general director) and deputy director (or deputy general director) in charge of
professional activities and at least five staff for each derivatives trading activity as proposed for
registration, must have securities practising certificates as well as certificates of expertise in
derivatives and the derivatives market;
(dd) It must have had a working capital ratio of at least 220% continuously in the last twelve (12) months,
and it must establish full reserves/provisions in accordance with law;
(e) It must not have suffered losses in the two most recent years;
(g) There must be an opinion being full approval from the auditor in the audited financial statements of
the most recent financial year and in the most recent reviewed six (6) months' financial statements (in
the case of an application for an SC Certificate made after 30 June);
(h) It must not be in the process of consolidation, merger or dissolution, and its operation must not be
subject to suspension or temporary suspension pursuant to a decision of a competent authority.
3. The conditions for issuance of a SC Certificate to a fund management company [FMC] are as
follows:
(a) It has charter capital and/or equity of a minimum twenty five (25) billion dong;
(b) The director (or general director) and deputy director (or deputy general director) in charge of
professional activities and at least five staff for each derivatives trading activity as proposed for
registration, must have securities practising certificates as well as certificates of expertise in
derivatives and the derivatives market;
(c) It must satisfy the conditions prescribed in sub-clauses (dd), (e), (g) and (h) of clause 2 above.
Article 5 File, sequence and procedures for issuance and/or amendment of a Certificate of satisfaction
of conditions for derivatives trading [SC Certificate]
1. An application file for issuance of an SC Certificate comprises:
(a) Request for issuance or amendment of such SC Certificate on standard form/template 1 in the
Appendix issued with this Decree;
(b) Resolution of the general meeting of shareholders or board of members or decision of the owner to
conduct derivatives trading;
(c) Audited financial statements of the two most recent financial years and reviewed financial statements
of the most recent six (6) months (in the case of a request made after 30 June); and report on
prudential ratios in the last twelve (12) months;
(d) List of the director (or general director) and deputy director (or deputy general director) in charge of
professional activities and at least five (5) staff for each derivatives trading activity on standard form 2
in the Appendix, enclosing the CV of each of the above-mentioned individuals, such CV to comprise
the people's identity card or citizen's card or passport, securities practising certificate, certificate of
expertise in derivatives and the derivatives market, and labour contract;
(dd) Procedures [rules] on internal audit and risk management procedures for the derivative securities
business operation.
2. Data prescribed in clause 1 above is exempt if it has already been sent to the SSC in accordance
with regulations on reporting and information disclosure.

3. The application file for issuance of the SC Certificate is prepared as one (1) original set, and if the file
contains any copy documents then they must be copies made from the original or certified copies,
and such file is sent to the SSC by lodging it directly or by sending it in the post or by sending it via
the online service system prescribed in guidelines of the Minister of Finance.
4. Within five (5) business days after receipt of the file, the SSC may send a letter to the securities
company or FMC requiring amendment or addition to the file.
5. Within fifteen (15) days after receipt of a complete and valid file, the SSC issues the SC Certificate
and in a case of refusal provides a written response setting out its reasons.
6. Within twelve (12) months after the date of issuance of its SC Certificate for derivative securities
trading, a securities company conducting derivatives brokerage must register its trading members,
and if it fails to do so then the SSC shall issue a decision withdrawing the SC Certificate.
7. Any amendment to the SC Certificate due to an addition of derivatives trading must comply with the
relevant provisions prescribed in article 4, and in clauses 1 to 5 of article 5 above.
Article 6 Suspension or restoration of derivatives trading
1. The SSC may make a decision suspending for a maximum twelve (12) months one or more
derivatives business [trading] activities of a derivatives business organization [DBO] in the following
circumstances:
(a) The securities company fails to satisfy one or more of the provisions prescribed in sub-clauses (b),
(c), (d) or (dd) of article 4.2 above for six (6) consecutive months; or the FMC fails to satisfy one or
more of the conditions prescribed in clause 2(dd) or in sub-clauses (a) or (b) of clause 3 of article 4
above for six (6) consecutive months;
(b) The DBO had its operation suspended or temporarily suspended in accordance with law.
2. The DBO must, as from the time of receipt of the official letter from the SSC suspending its
derivatives trading operation:
(a) Within 24 hours, disclose information about such suspension;
(b) Within five (5) business days, disclose information about its plan, timing and schedule for dealing
with valid contracts and for sending a notice to each of its clients about such plan. The timing must
ensure clients have a minimum forty five (45) days for processing positions and transferring escrow
assets but no more than sixty (60) days from the date of information disclosure.
3. A DBO is responsible during suspension of its operation:
(a) Each month or when requested by the SSC, to provide a report and disclose information about its
status and all relevant activities; and it must not sign new derivatives trading contracts and must
temporarily suspend all derivatives trading activities except in the cases prescribed in sub-
clauses (b), (c) and (d) below;
(b) A securities company is responsible, with respect to valid derivatives trading contracts:
- To only receive and implement clients' transaction orders for reciprocal transactions, and only to
receive escrow deposits from clients in the case of their supplementing their escrow deposits;
- To close balances and to finalize client accounts; to liquidate positions and return escrow assets to
clients; and to reach agreement on and to handover rights, responsibilities and obligations and to
transfer accounts and escrow deposited assets and open positions of clients to a replacement
securities company nominated by the client;

- To implement trading when requested by VSDCC and by the SE, aimed at reducing clients' positions;
(c) To liquidate and close positions on self-trading accounts and on any market-making accounts,
ensuring that clients' transactions are prioritized before the transactions of the securities company
itself;
(d) To make full payment of taxes, service fees, debts and other financial obligations (if any) relevant to
the derivatives trading operation.
4. The SSC may make a decision restoring the derivatives trading operation of the DBO only after the
DBO has completely remedied the matters which resulted in suspension of its operation.
Article 7 Voluntary termination of a derivatives business operation
1. A derivatives business organization [DBO] wishing to voluntarily terminate its derivatives business
operation must lodge a file with the SSC, such file to comprise:
(a) Request to terminate the operation on standard form/template 3 in the Appendix;
(b) Resolution of the general meeting of shareholders or board of members or decision of the owner on
such termination and passing a plan on dealing with relevant issues;
(c) Plan on processing the still valid derivatives trading contracts including a plan on dealing with the
accounts and escrow deposited assets of clients.
2. An application file requesting voluntary termination of the operation must be prepared in one (1)
original set, and if the file contains any copy documents then they must be copies made from the
original or certified copies, and such file is sent to the SSC by lodging it directly or by sending it in the
post or by sending it via the online service system prescribed in guidelines of the Minister of Finance.
3. Within five (5) business days after receipt of the file, the SSC may send a letter to the securities
company or FMC requiring amendment or addition to the file.
4. Within seven (7) business days after receipt of a complete and valid application file, the SSC
provides written permission to conduct procedures to voluntary terminate the derivatives business
operation; and in a case of refusal, the SCC provides a written response setting out its reasons.
5. As from the date of receipt of the letter prescribed in clause 4 above, the DBO must:
(a) Within 24 hours, disclose information about its conduct of procedures to terminate the operation;
(b) Within five (5) business days, a security company must announce information about its plan, and the
deadline and schedule for dealing with still effective contracts and must send a notice to each client
about such plan, and this processing period must ensure that the client has a minimum forty five (45)
days to process positions and to transfer escrow assets but not in excess of sixty (60) days from the
date of disclosure of information.
6. During the period of conducting procedures to terminate its operation, the DBO is responsible:
(a) Each month or when requested by the SSC, to report and disclose information about its status and
relevant operations; not to sign new derivatives trading contracts, and to terminate all derivatives
trading activities except in the cases prescribed in sub-clauses (b), (c) and (d) below;
(b) With regard to still effective derivatives business contracts, a securities company is responsible:
- Only to receive and implement transaction orders of the client relating to reciprocal transactions, and
only to receive assets from a client in the case of their supplementing their escrow deposits;

- To close balances and to finalize client accounts; to liquidate positions and return escrow deposited
assets to clients; and to reach agreement on and to handover rights, responsibilities and obligations
and to transfer accounts and escrow assets and open positions of clients to a replacement securities
company as nominated by the client;
- To implement trading when requested by VSDCC and by the SE, aimed at reducing clients' positions;
(c) To liquidate and close positions on self-trading accounts and on any market-making accounts,
ensuring that clients' transactions are prioritized before the transactions of the securities company
itself;
(d) To make full payment of taxes, service fees, debts and other financial obligations (if any) relevant to
the derivatives trading operation.
7. Within five (5) business days after completing the procedures prescribed in clauses 5 and 6 above,
the DBO must lodge a report with the SSC on the results of its processing these issues, to comprise
the following data:
(a) List of customers with full information about customer identification, the serial numbers of their
derivatives trading accounts, serial numbers of their escrow assets account and a list of such assets,
and the positions on each account; and if any items have not yet been processed, the reasons for
failing to finalize outstanding accounts;
(b) Minutes of liquidation and confirmation from the replacement clearing members that there has been a
complete handover of all clients' accounts and escrow assets to such replacement member;
(c) Decision withdrawing the status of the trading member or clearing member;
(d) Document confirming full payment of taxes, service fees, debts and other financial obligations
relevant to the derivatives trading operation.
8. Within five (5) business days after receipt of the report prescribed in clause 7 above, the SSC shall
amend the SC Certificate in a case of termination of only one or a number of the securities trading
activities, or shall issue a decision withdrawing such SC Certificate if all such activities were
terminated. In a case of refusal, the SSC shall provide a written response setting out its reasons.
Article 8 Compulsory termination of a derivatives trading operation
1. In the following cases a derivatives business organization [DBO] is subject to compulsory termination
of its securities trading operation:
(a) After a period of suspension of its operation it fails to remedy the breaches resulting in the
suspension;
(b) It dissolves, is declared bankrupt, temporarily stops its operation or has its licence for establishment
and operation withdrawn; or after a division, separation, consolidation or merger the organization
formed as a result of same fails to satisfy any one of the business conditions prescribed in clauses 2
or 3 of article 4 above.
2. Within thirty (30) days after any of the events prescribed in clause 1 above, the SSC shall provide a
written request to the DBO to conduct procedures to terminate its derivatives trading operation.
3. After receipt of the official letter from the SSC referred to above, the DBO must disclose information
and send a notice to its clients in accordance with article 7.5 above.
4. The DBO must implement the provisions in clauses 6 and 7 of article 7 above to conduct the
procedures for termination of its operation and thereafter send a report on the results of processing
same to the SSC.

5. Within five (5) business days after receipt of the report referred to in clause 4 above, the SSC shall
amend the SC Certificate in the case of termination of one or a number of the derivatives trading
activities, or shall issue a decision withdrawing the SC Certificate in the case of termination of the
entire derivatives trading operation.
Section 2
Derivatives Securities Clearing Service Providers
Article 9 Conditions for issuance of a Certificate of satisfaction of conditions for a derivatives clearing
operation [SC Certificate]
1. A securities company, commercial bank or foreign bank branch is only permitted to provide
derivatives clearing services after the SSC has issued an SC Certificate for such services:
(a) A securities company is only permitted to clear its own derivatives or those of its clients and provide
clearing services to non-clearing members and to clients of such non-clearing members;
(b) A commercial bank or foreign bank branch is only permitted to conduct clearing of its own derivatives
transactions.
2. The conditions for issuance of an SC Certificate to a securities company to provide clearing services
are as follows:
(a) It has been issued with a certificate of registration of a securities depository operation;
(b) It is permitted to conduct derivatives brokerage activities;
(c) It satisfies the following conditions on charter capital and/or equity:
- A direct clearing member must have minimum charter capital and/or equity of 900 billion Dong;
- A clearing member must have minimum charter capital and/or equity of 1,200 billion Dong;
(d) Its liquidity ratio was at least 260% continuously during the last twelve (12) months, its debt to equity
ratio in its financial statements for the most recent year did not exceed five (5) times, and it has made
full provisioning in accordance with law;
(dd) It did not suffer losses in the two (2) most recent years;
(e) There must be an opinion being full approval from the auditor in the audited financial statements of
the most recent financial year and in the most recent reviewed six (6) months' financial statements (in
the case of an application for an SC Certificate made after 30 June);
(g) It satisfies the requirements on internal control and risk management in accordance with the law
applicable to securities companies;
(h) It is not in the process of restructuring, dissolution or bankruptcy; and it is not currently in a period of
suspension or temporary suspension of its operation pursuant to a decision of a competent agency.
3. The conditions for issuance of an SC Certificate to a commercial bank or foreign bank branch to
provide clearing services are as follows:
(a) It satisfies the conditions on provision of securities clearing services prescribed in the law on credit
institutions;
(b) It has charter capital and/or equity of a minimum 5,000 billion Dong in the case of a commercial bank
or issued capital of 1,000 billion Dong in the case of a foreign bank branch;

(c) It satisfies the provisions on minimum prudential ratios within the most recent twelve (12) months in
accordance with the law on credit institutions;
(d) It satisfies the conditions in sub-clauses (a) and (h) of clause 2 above.
Article 10 File, sequence and procedures for issuance and/or amendment of a Certificate of satisfaction
of conditions for a derivatives clearing operation [SC Certificate]
1. An application file for issuance of an SC Certificate for a derivatives clearing operation comprises:
(a) Request for issuance or amendment of such SC Certificate on standard form/template 4 in the
Appendix issued with this Decree;
(b) Resolution of the general meeting of shareholders or board of members or decision of the owner to
provide derivatives clearing services;
(c) Audited financial statements of the two most recent financial years and reviewed financial statements
of the most recent six (6) months (in the case of a request made after 30 June); and report on
prudential ratios in the last twelve (12) months (in the case of a securities company) or data proving
satisfaction of conditions on minimum prudential ratios in the case of a commercial bank or foreign
bank branch;
(d) Procedures [rules] on internal audit and risk management procedures for the derivatives securities
clearing services;
(dd) Written approval from the State Bank of Vietnam to the commercial bank or foreign bank branch
providing derivatives clearing services in accordance with the law on credit institutions.
2. Data prescribed in clause 1 above is exempt if it has already been sent to the SSC in accordance
with regulations on reporting and information disclosure.
3. The application file for issuance of the SC Certificate must be prepared as one (1) original set, and if
the file contains any copy documents then they must be copies made from the original or certified
copies, and such file is sent to the SSC by lodging it directly or by sending it in the post or by sending
it via the online service system prescribed in guidelines of the Minister of Finance.
4. Within five (5) business days after receipt of the file, the SSC may send a letter to the applicant
requiring amendment or addition to the file.
5. Within fifteen (15) days after receipt of a complete and valid file, the SSC issues the SC Certificate
and in a case of refusal provides a written response setting out its reasons.
6. Within twelve (12) months after issuance of the SC Certificate to provide derivatives clearing
services, such service provider must register as a clearing member; and if it fails to do so, then the
SSC shall issue a decision withdrawing the SC Certificate for derivatives clearing services.
Article 11 Suspension or restoration of a derivatives clearing operation
1. The SSC may make a decision suspending for a maximum twelve (12) months provision of
derivatives clearing services of a service provider in the following circumstances:
(a) The securities company [service provider] fails to satisfy one or more of the provisions prescribed in
sub-clauses (c) and (d) of article 9.2 above for six (6) consecutive months, or the [service provider
being a] commercial bank or foreign bank branch fails to satisfy the conditions prescribed in
clauses (b) or (c) of article 9.3 above for six (6) consecutive months;
(b) The service provider had its operation suspended or temporarily suspended in accordance with law.

2. Any service provider whose derivatives clearing operation is suspended must implement the
measures prescribed in clauses 2 and 3 of article 6 above.
3. The SSC may make a decision restoring the derivatives clearing operation of the service provider
only after the latter has completely remedied the matters which resulted in the suspension.
Article 12 Voluntary termination of a derivatives clearing operation
1. A service provider wishing to voluntarily terminate its derivatives clearing operation must lodge a file
with the SSC, such file to comprise:
(a) Request to terminate the operation on standard form/template 3 in the Appendix;
(b) Resolution of the general meeting of shareholders or board of members or decision of the owner on
such termination and passing a plan on dealing with relevant issues;
(c) Plan on processing the still valid derivatives clearing contracts including a plan on dealing with the
accounts and escrow assets of clients.
2. An application file requesting voluntary termination of the operation is prepared in one (1) original set,
and if the file contains any copy documents then they must be copies made from the original or
certified copies, and such file is sent to the SSC by lodging it directly or by sending it in the post or by
sending it via the online service system prescribed in guidelines of the Minister of Finance.
3. Within five (5) business days after receipt of the file, the SSC may send a letter to the service
provider requiring amendment or addition to the file.
4. Within seven (7) business days after receipt of a complete and valid application file, the SSC
provides written permission to the service provider to conduct procedures to voluntary terminate the
derivatives clearing operation; and in a case of refusal, the SCC provides a written response setting
out its reasons.
5. As from the time of receipt of the letter from the SSC permitting conduct of procedures to terminate
the clearing operation, the service provider must apply the measures prescribed in clauses 5 and 6 of
article 7 above.
6. Within five (5) business days after completing the procedures prescribed in clause 5 above, the
service provider must lodge a report with the SSC on the results of its processing these issues, to
comprise the following data:
(a) List of customers with full information about customer identification, the serial numbers of their
derivatives securities trading accounts, serial numbers of their escrow accounts and a list of such
assets, and the positions on each account; and if any items have not yet been processed, the
reasons for failing to finalize outstanding accounts;
(b) Minutes of liquidation and confirmation from the replacement clearing member that there has been a
complete handover of all clients' accounts and escrow assets to such replacement member;
(c) Decision withdrawing the status of the clearing member;
(d) Document confirming full payment of taxes, service fees, debts and other financial obligations
relevant to the derivatives clearing operation.
7. Within five (5) business days after receipt of the report prescribed in clause 6 above, the SSC issues
a decision withdrawing the SC Certificate for the derivatives clearing operation; and in a case of
refusal, the SSC provides a written response setting out its reasons.

Article 13 Compulsory termination of a derivatives clearing operation
1. In the following cases, a derivatives clearing service provider is subject to compulsory termination of
its operation:
(a) After a period of suspension of its operation, it fails to remedy the breaches which resulted in such
suspension;
(b) It dissolves, is declared bankrupt, temporarily stops its operation or has its licence for establishment
and operation withdrawn; or after a division, separation, consolidation or merger the organization
formed as a result of same fails to satisfy any one of the business conditions prescribed in clauses 2
or 3 of article 4 above.
2. Within thirty (30) days after any of the events prescribed in clause 1 above, the SSC shall provide a
written request to the service provider to conduct procedures to terminate its derivatives clearing
operation.
3. After receipt of the official letter from the SSC referred to above, the service provider must disclose
information and send a notice to its clients in accordance with article 7.5 above.
4. Within five (5) business days after completing the procedures prescribed in clause 3 above, the
derivatives clearing service provider must send a report on the results of processing same to the
SSC in accordance with the provisions of article 12.6 above.
5. Within five (5) business days after receipt of the report referred to in clause 4 above, the SSC issues
a decision withdrawing the SC Certificate for derivatives clearing services.
CHAPTER 3
Derivative Securities Market
Section 1
Derivatives
Article 14 Derivatives eligible to be traded on the derivatives market
1. Derivatives eligible to be traded on the derivatives market comprise
(a) Listed futures contracts and option contracts based on underlying assets being securities or
securities indices or other assets stipulated in Government regulations and used as the basis for
determining the value of the derivatives;
(b) Forward contracts and option contracts which are put through transactions [private agreement] on
the basis of the underlying assets being securities or securities indices on the Stock Exchange.
2. Derivatives traded on the derivatives market must contain the following basic particulars:
(a) Information about the underlying asset namely its name, code and other information;
(b) Information about the derivative comprising contract name, contractual scale; trading method; limit
position; trading duration, month of maturity, last payment day, last trading day, listing day, and
method of making payment; pricing steps, price listing unit, price fluctuation range; method for
determining payment price at the end of the day [closing price], reference price and amount of
escrow deposit;

(c) In the case of an option there must be additional information about the type of option (buy or sell),
option type (the option can only be exercised at the expiration date or can be exercised before or at
the expiration date), and implementing [executed] price.
Article 15 Listing derivatives
1. The SE coordinates with VSDCC to determine the contents of derivatives in accordance with
article 14.2 above, and conducts listing and arranges trading of the derivatives after receiving
approval from SSC in accordance with law.
2. The SE delists derivatives in the following cases:
(a) The derivative matures;
(b) The underlying asset of the derivative is delisted or no longer permitted to be used as an underlying
asset;
(c) In other cases in which the SSC considers it necessary to delist derivatives to protect the interests of
investors.
3. Any delisting of derivatives as prescribed in sub-clause (b) above is subject to consent from the SSC.
Article 16 Provisions on investment in derivatives
1. Organizations and individuals [entities] are permitted to [freely] invest in derivatives on the derivatives
market, except where any entity is prohibited by the competent authority from activities in securities
and the securities market for a limited or permanent period due to a breach of the regulations on
securities and the securities market, and except in the following cases where investment is subject to
specific conditions:
(a) A securities company is only permitted to invest in derivatives after the SSC has issued it with an SC
Certificate for derivatives self-trading;
(b) A fund management company [FMC] is only permitted to invest in derivatives from capital entrusted
for the purpose of preventing risks to the portfolios of securities which it manages; and may only
invest in derivatives for the purpose of preventing risks in accordance with the Law on Securities with
respect to capital sources of such funds and of securities investment companies. A FMC is not
permitted to invest in derivatives from its own capital sources including loan capital and other lawfully
mobilized capital;
(c) A credit institution or foreign bank branch is only permitted to invest in derivatives after the State
Bank of Vietnam has provided written permission;
(d) A foreign insurer or branch of a foreign insurer is only permitted to invest in derivatives in accordance
with the law on insurance business;
(dd) State economic groups, State Corporations and State owned enterprises are only permitted to invest
in derivatives after the competent agency permits same in accordance with the law on management
and use of State capital invested in production and business of enterprises.
2. Entities, during the process of investing in and conducting derivatives trading, must comply with
provisions of law and not conduct any practice prohibited by the Law on Securities.

Section 2
Organizing the Derivatives Trading Market
Article 17 Organizing trading of derivatives
1. The Stock Exchange [SE] arranges trading of the derivatives prescribed in article 14.1 of this Decree.
2. The SE is responsible to arrange and operate the derivatives market in accordance with the
provisions of the Law on Securities, this Decree, other relevant laws and the charter of the SE.
3. The SE may temporarily suspend trading of one, a number or all of the derivatives on the market
after the SSC provides consent on occurrence of any one of the following:
(a) Inability to determine the value of the underlying assets because such underlying assets market
stops trading or such underlying asset is suspended from trading for three (3) business days;
(b) On occurrence of an event of force majeure or a technical breakdown of the securities trading system
or of the securities clearing system;
(c) On request from the SSC in order to protect the lawful rights and interests of investors and to ensure
stability and safety of the securities market.
Article 18 Rights of Stock Exchange regarding derivatives trading activities
1. To design products; to list and to arrange trading of derivatives, and to promulgate professional
Rules after receiving consent from the SSC.
2. To agree or refuse to register, and to suspend or terminate membership of trading members, special
trading members and market-making members in accordance with the Rules of the SE or on request
by the SSC.
3. Any trading member who is suspended or whose membership status is terminated must reach
agreement on establishment of a replacement trading member. If a trading member is unable to
arrange same, then the SE has the right to appoint another trading member in replacement to
assume the rights and obligations of the member who was suspended or whose membership was
terminated.
4. To require VSDCC to promptly provide complete and necessary information for the work of
supervising and arranging the derivatives market in accordance with law.
5. Other rights in accordance with clauses 1 and 4 of article 46 of the Law on Securities and other
relevant laws.
Article 19 Obligations of Stock Exchange regarding derivatives trading activities
1. To ensure an IT system and appropriate technical infrastructure for operation of the derivatives
market; to arrange operation of the market, to conduct supervision and to disclose information about
derivatives trading in accordance with law.
2. To inspect and supervise trading members, special trading members and market-making members
ensuring they maintain their operational conditions and comply with Rules of the SE and other
relevant laws; and to promptly provide complete and accurate information about market activities and
members' activities to the SSC in accordance with regulations, and when requested by the SSC or
on discovery of a breach.

3. To coordinate with VSDCC to ensure trading on the market and that clearance of and payment for
derivatives transactions is conducted in a safe and effective manner in accordance with the
provisions of this Decree and other relevant laws.
4. Other obligations in accordance with clauses 2 and 4 of article 46 of the Law on Securities and other
relevant laws.
Article 20 Derivatives transactions
1. The SE organizes trading of the derivatives prescribed in article 14.1(a) which are listed, via trading
members by the order matching method or by the put through [reaching agreement] method.
2. Trading of derivatives via the put through method as prescribed in article 14.1(b) means that the
parties to the transaction reach agreement in compliance with relevant law. After entering into and
performing the contract, the investor must provide written notice to VSDCC.
3. The Ministry of Finance provides guidelines on trading of derivatives by investors.
Article 21 Market stabilization measures
1. The SE may apply one or more of the following measures in accordance with the SE Rules in order
to stabilize the market and protect investors:
(a) Change the number of trading sessions and their times;
(b) Apply or adjust order limits;
(c) Restrict new open positions;
(d) Stop or cancel trading orders.
2. The SE may temporarily postpone or suspend one part or all of the derivatives trading activities,
and/or restore such activities after the SSC provides consent.
Section 3
Trading Members, Special Trading Members and Market-Makers
Article 22 Registration of trading members
1. A securities company registering to act as a [derivatives] trading member on the SE must satisfy the
following conditions:
(a) Be a securities company permitted to conduct derivatives brokerage;
(b) Satisfy the requirements of the SE on IT infrastructure and professional processes for derivatives
trading;
(c) Have a trust clearance contract with a general clearing member in a case of registration to act as a
non-clearing member.
2. An application file for registration as a trading member by a securities company comprises:
(a) Request for registration on standard form/template 6 in the Appendix;
(b) SC Certificate to conduct derivatives trading as issued by the SSC;
(c) Explanation of the IT infrastructure and professional rules in accordance with guidelines of the SE;
(d) Trust clearance contract as referred to in clause 1(c) above in the case of registration to act as a

3. The application file is prepared as one (1) original set, and if the file contains any copy documents
then they must be copies made from the original or certified copies, and such file is sent to the SSC
by lodging it directly or by sending it in the post or by sending it via the online service system
prescribed in guidelines of the Minister of Finance.
4. Within seven (7) business days after receipt of the application file:
(a) If the application file is complete and valid, then the SE makes a written request to the applicant to
perfect its material facilities, install systems, connect transaction data and transmission software and
test other necessary works;
(b) If the application file is incomplete or invalid, then the SE provides a written request to the applicant
to amend or supplement same.
5. Within five (5) business days after the securities company has completed the preparatory work
before trading, the SE issues the decision approving it as a trading member and discloses
information about such new member on the information disclosure media of the SE.
6. The SE shall refuse consent to act as a trading member in the following cases:
(a) The applicant fails to satisfy the conditions to act as a trading member;
(b) The application file contains forged data or false information;
(c) The applicant/securities company fails to complete the procedures for issuance of a decision
consenting to it acting as a trading member within 90 days after the date of the written letter from the
SE as prescribed in clause 4 above.
The SE shall provide a letter to the applicant setting out its reasons for refusal to consent and shall
also disclose such information on the information disclosure media of the SE.
7. A trading member must commence its trading operation on the derivatives trading system at the SE
within 60 days after the date of consent to its acting as a trading member.
8. Regulations of the Minister of Finance and SE Rules apply to suspension of the operation of a
trading member, to termination or rescission of status as a trading member, to penalties for breaches
and to other matters relevant to trading membership.
9. A securities company is only permitted to register to act as a trading member after two (2) years have
expired in the case of voluntary rescission of its status or after three (3) years in the case of
compulsory rescission of its status as a trading member.
Article 23 Registration as a special trading member
1. A commercial bank or foreign bank branch is permitted to register to act as a special trading member
on the SE on satisfaction of the following conditions:
(a) Being a special trading member on the Government bond market of the SE;
(b) Having written permission from the State Bank to invest in derivatives;
(c) Having a trust clearance contract with a general clearing member in a case of registration to act as a
non-clearing member;
(d) Satisfy the requirements of the SE on IT infrastructure and professional processes [rules] for
derivatives trading;

(dd) Not be in the process of consolidation, merger or dissolution; and not be under control, special
control or suspension or temporary suspension of its operation pursuant to a decision of a competent
agency.
2. An application file for registration as a special trading member comprises:
(a) Request to register on standard form/template 6 in the Appendix;
(b) Written permission from the State Bank to invest in derivatives;
(d) Trust clearance contract as referred to in clause 1(c) above in the case of registration to act as a
3. The application file is prepared in one (1) original set, and if the file contains any copy documents
(a) If the application file is complete and valid, then the SE makes a written request to the applicant to
perfect its material facilities, install systems, connect transaction data and transmission software and
test other necessary works;
to amend or supplement same.
5. Within five (5) business days after the commercial bank or foreign bank branch [applicant] completes
preparatory work for trading, the SE issues the decision consenting to its status as a special trading
member and discloses such information about the new member on its information disclosure media.
6. The SE shall refuse consent to act as a special trading member in the following cases:
(a) The applicant fails to satisfy the conditions to act as a special trading member;
(b) The application file contains forged data or false information;
(c) The applicant/commercial bank or foreign bank branch fails to complete the procedures for issuance
of a decision consenting to it acting as a special trading member within 90 days after the date of the
written letter from the SE as prescribed in clause 4 above.
special trading member, to termination or rescission of status as a special trading member, to the
forms of penalties for breaches and to other matters relevant to special trading membership.
8. A commercial bank or foreign bank branch is only permitted to register to act as a special trading
member after two (2) years in the case of voluntary rescission of its status or within three (3) years
after compulsory rescission of its status as a special trading member.
Article 24 Registration to act as a market-maker
1. A trading member and a special trading member which is concurrently a clearing member are
permitted to register to act as a market-maker on the basis of a market-making contract signed with
the SE.
2. The SE may adjust the number of market-making members, refuse to register new members and
refuse to extend a market-making contract.

3. An application file for registration as a market-maker on the derivatives market comprises the
following:
(a) Application for registration on standard form/template 7 in the Appendix;
(b) Certificate as a derivates clearing member issued by VSDCC;
4. The application file is prepared in one (1) original set, and if the file contains any copy documents
(a) If the file is complete and valid, then the SE provides a written request to the applicant to commence
testing of the market-making function;
to amend or supplement it.
6. After the member completes testing of price listing for its market-making activities, the SE issues a
notice providing in-principle consent to the applicant acting as a market-maker in order for the latter
to conduct preparatory work for the market-making operation as requested by the SE.
7. Within five (5) business days after the member completes such preparatory work, the SE issues a
decision consenting to its status as a market-maker and discloses information about the new
member on its information disclosure media.
8. The SE shall refuse to consent to an application to become a market-maker in the following cases:
(a) The applicant fails to satisfy the conditions to become a market-maker;
(b) The application file contains forged or false information;
(c) Within 30 days after in-principle consent, the member fails to carry out the work referred to in clause
6 above;
(d) Within 90 days after the SE receives a complete and valid application file, the member fails to
conduct the procedures to obtain consent to its status as a market-maker.
In a case of refusal, the SE shall provide written notice to the member concerned setting out the
reasons and shall also disclose such information on its information disclosure media.
market-maker, to termination or rescission of status as a market-maker, to forms of imposition of
penalties for breaches and to other items relevant to market-makers.
Article 25 Rights and obligations of trading members, of special trading members and of market-makers
1. Trading members have the following rights and obligations:
(a) To implement orders of investors after ensuring that the investor has a trading account, an escrow
deposit account and the full amount of escrow deposited assets required by the clearing member;
and periodically or when requested by an investor, to provide complete information about activities
on the trading account of such investor;

(b) If status as a member is suspended or rescinded then such trading member must reach agreement
with a replacement trading member and must provide all necessary information about investors to
such replacement member and continue to discharge all obligations until there has been a complete
handover of rights and obligations to the replacement trading member;
(c) Other rights and obligations as prescribed in clauses 2 and 3 of article 47 of the Law on Securities
and its guidelines.
2. Special trading members have the following rights and obligations:
(a) To invest in derivatives based on underlying assets being Government bonds, such investment for
such member itself;
(b) Other rights and obligations as prescribed in clauses 2 and 3 of article 47 of the Law on Securities
and its guidelines.
3. A market-maker has the following rights and obligations:
(a) To enjoy preferences in accordance with an agreement with the SE and in compliance with law;
(b) To open a market-making account separate from its self-trading account and separate from trading
accounts of investors;
(c) To provide quotations in accordance with Rules of the SE.
Article 26 Contract opening a derivatives trading account [for an investor]
1. A trading member must require an investor to supply complete and accurate client identification
information before signing a contract opening a derivatives trading account for such client.
2. A contract opening a derivatives trading account must include basic particulars about the activity of
entrusting clearance and payment as follows:
(a) A clearing member has the right to use escrow deposited assets of the investor to provide a deposit
to VSDCC for the open position of the investor; and if the investor becomes insolvent, then the
clearing member has the right to close the position and use the escrow deposited assets of the
investor;
(b) [An explanation of the] risks arising if the clearing member becomes insolvent or its operation is
suspended or temporarily suspended, or if the clearing member is dissolved or declared bankrupt.
3. The Ministry of Finance provides guidelines on the standard form contract opening a derivatives
trading account for an investor.
CHAPTER 4
Clearing Derivatives
Section 1
Arranging Clearing and Making Payment for Derivatives
Article 27 Arranging clearing and making payment for derivatives
1. The activity of clearing and making payment for transactions of listed derivatives prescribed in
article 14.1(a) is conducted by the central counterparty clearing [CCP] mechanism implemented by
Vietnam's securities depository clearing corporation [VSDCC].

2. Clearance and payment for transactions of the derivatives described in article 14.1(b) namely put
through transactions, is conducted via the CCP mechanism via the VSDCC based on the service
provision contract between VSDCC and the parties to the transaction.
Article 28 Rights of VSDCC regarding clearing and making payment for derivatives transactions
1. To arrange clearance and payment for derivatives transactions; and to promulgate professional rules
after receiving consent from the SSC.
2. To agree or refuse to register clearing members, and to suspend or terminate such membership.
3. If a clearing member is suspended or its status as a clearing member is terminated and then it fails to
reach agreement on establishing a replacement clearing member, then VSDCC has the right to
appoint a clearing member to replace the former member and assume the rights and obligations of
the member who has been suspended or whose membership has been terminated.
4. VSDCC has the following rights vis-à-vis clearing members:
(a) To require clearing members to lodge escrow deposits and to contribute to the Clearance Fund;
(b) To require clearing members to promptly provide complete and detailed reports on the trading
activities, accounts and escrow deposited assets of investors;
(c) To fix the types of escrow deposits, to adjust the levels of same, and to list assets which are
acceptable as escrow deposited assets;
(d) To fix or amend limit positions;
(dd) To conduct reciprocal transactions in order to close positions correctly in the name of a clearing
member who becomes insolvent or bankrupt;
(e) To determine the value and method of paying compensation if a clearing member has insufficient
money or securities to transfer;
(g) To refuse positions for invalid transactions in accordance with regulations of the Minister of Finance.
5. VSDCC has the right, in necessary cases or when requested by the SSC, to take the following
measures in order to protect investors and market safety:
(a) To refuse positions for transactions implemented after VSDCC has notified the SE to suspend
transactions of clearing members and of non-clearing members with a trust clearance contract with
such clearing members;
(b) To close positions and to liquidate positions which are in the name of insolvent clearing members
comprising both the clearing member itself and insolvent investors;
(c) If a clearing member becomes insolvent, to use, sell and transfer the deposited assets of the clearing
member and of insolvent investors in order to discharge the payment obligations of such insolvent
clearing member;
(d) To use contributions to the Clearance Fund of a clearing member in order to ensure payment and to
cover financial losses (if any) of VSDCC;
(dd) To transfer escrow deposited assets and open positions of clients to the replacement clearing
member in accordance with article 31.2(h); but if this is unable to be done, then VSDCC may close
and liquidate positions, and use, sell or transfer assets of clients which the clearing member
deposited with VSDCC as escrow deposited assets in order to discharge the obligations of the clients
or to cover financial loss arising from open positions of clients. Escrow deposited assets of any one

client may only be used in order to discharge financial obligations arising from derivatives trading by
such client;
(e) If a clearing member becomes bankrupt, then VSDCC becomes the creditor of debts collectable by
such clearing member and has priority to receive distribution of assets in accordance with the law on
bankruptcy;
(g) To require another clearing member to undertake reciprocal transactions in order to close positions in
the name of the insolvent or bankrupt clearing member, irrespective of whether they are open
positions of such clearing member or of investors.
6. VSDCC is permitted to provide services being account management and escrow deposited assets
management for both clearing and non-clearing members and for clients of non-clearing members,
ensuring that the account of each client is managed separately from each investment portfolio of the
client.
7. To require the SE and clearing members to promptly provide complete information about
transactions of members and of investors.
8. To exercise other rights prescribed in article 55.1 of the Law on Securities and in other relevant laws.
Article 29 Obligations of Vietnam Securities Depository Clearance Corporation [VSDCC] regarding

clearing and making payment for [clearing] derivatives transactions
1. To ensure the IT system and technical infrastructure is appropriate for conducting clearance and
payment for [clearing] derivatives transactions; and to arrange such clearing activities and supervise
them ensuring safety, effectiveness, fairness and objectivity.
2. To establish and operate a risk management system for clearance activities, and also to formulate a
mechanism which ensures that payment is actually made during clearance of derivatives
transactions.
3. To supervise and inspect that clearing members comply with the Rules of VSDCC and other relevant
laws; to promptly provide complete and accurate [periodical] reports on clearance activities after
derivatives trading and on operations of clearing members to the SSC in accordance with
regulations, and when requested by the SSC or on discovery of any breach.
4. To co-ordinate with and to guide clearing members in dealing with any relevant issues during the
clearing of derivatives transactions.
5. During activities of clearing derivatives transactions, VSDCC is only obliged to discharge its own
obligations and undertakings vis-a-vis clearing members, and is not liable to third parties.
6. To establish a system ensuring that accounts and assets of clearing members are separate from
those of VSDCC; that accounts and assets of each clearing member are kept separate, and that the
accounts and escrow deposited assets of a clearing member are kept separate from those of any
client of such member.
7. To manage and use the Clearance Fund and payments risk reserve in accordance with guidelines of
the Ministry of Finance.
8. Other obligations in accordance with article 55.2 of the Law on Securities and other relevant laws.

Article 30 Registration of clearing members
1. Securities companies, commercial banks and foreign bank branches wishing to register to act as
clearing members of VSDCC must satisfy the following conditions:
(a) Have an SC Certificate for derivatives clearing issued by the SSC;
(b) Be a trading member or special trading member on the derivatives market of the SE;
(c) Satisfy the requirements set by VSDCC regarding IT infrastructure and professional rules for
derivatives clearance.
2. The application file for registration as a clearing member comprises:
(a) Request for registration on the standard form/template 08 in the Appendix;
(b) SC Certificate for derivatives clearing issued by the SSC;
(c) Decision issued by the SE consenting to status as a trading member or special trading member;
(d) Explanation of the IT infrastructure and [enclosing] the professional rules for derivatives clearance.
3. The application file is prepared as one (1) original set, and if the file contains any copy documents
then they must be copies made from the original or certified copies, and such file is sent to VSDCC
by lodging it directly or by sending it in the post.
4. Within seven (7) business days after receipt of a complete and valid application file, VSDCC provides
written in-principle approval to registration as a clearing member and requests that such member
undertake preparatory work for its clearing activities; but if the application file is incomplete or invalid,
then VSDCC provides a written response to the applicant requesting amendment or addition to the
file.
5. Within one (1) business day after the applicant completes preparatory work as requested by VSDCC,
VSDCC issues a certificate to the applicant of its status as a clearing member.
6. VSDCC shall refuse to consent to status as a clearing member in the following cases:
(a) The applicant fails to satisfy the conditions to act as a clearing member;
(b) The application file contains forged or false information;
(c) The applicant fails to complete the procedures for issuance of a certificate as a clearing member
within ninety (90) days after the date on which VSDCC provided in-principle approval.
VSDCC shall send a written response to the applicant setting out its reasons for refusal to consent
and shall disclose such information on its information disclosure media.
7. Regulations of the Minister of Finance and Rules of VSDCC apply to other matters such as
suspension of the clearance operation, termination or rescission of status as a clearing member,
forms of penalties for breaches and other related matters.
8. A securities company, commercial bank or foreign bank branch is only permitted to apply for
re-registration as a clearing member after two (2) years have expired from voluntary rescission of
such status or after three (3) years have expired from compulsory rescission of status as a clearing
member.

Article 31 Rights and obligations of clearing members
1. A clearing member has the following rights:
(a) To require investors to make prompt and full contribution of an escrow deposit before placing orders;
to fix the level of the deposit required, depending on the nature and scale of trading by any one client
and ensuring that such level is no less than the minimum required by the Rules of VSDCC; to choose
the types of securities which may be deposited from the list of assets permitted to be used as escrow
deposited assets; and to fix the methods of making and the duration of an escrow deposit,
supplementing same, changing the securities used as escrow deposited assets and transferring
them, consistent with provisions of law;
(b) A clearing member has the following rights if an investor becomes insolvent:
- To require an investor to close positions or to compulsorily liquidate open positions of the investor,
and if the investor fails to do so, then the clearing member may compulsorily close a position or
liquidate a position in the case of open positions of such investor;
- To use, sell or transfer escrow deposited assets of the investor in order to purchase or create
security assets for loans in order to discharge payment obligations of open positions of the investor;
(c) To use escrow deposited assets of an investor to discharge escrow deposit obligations owing to
VSDCC regarding positions of such investor in accordance with the principles in article 33.2 of this
Decree; and to use escrow deposited assets of an investor to ensure payment is made as regards
positions of such investor in the name of the clearing member;
(d) If the clearing member discharges contractual obligations in lieu of another clearing member who
was suspended or terminated pursuant to article 28.3 of this Decree, the escrow deposited assets
which investors deposited with the clearing member who was suspended or terminated must be
transferred to the replacing clearing member for management.
2. A clearing members has the following obligations:
(a) To act as the authorized representative of a client and replace the client in its responsibility to fully
discharge client obligations owing to VSDCC;
(b) To contribute to the Clearance Fund and to ensure prompt and full depositing of assets in an escrow
account with VSDCC for the open positions of such clearing member and of its clients; and to provide
financial and professional assistance in accordance with guidelines of VSDCC if [any] clearing
member or an investor becomes insolvent or bankrupt;
(c) To establish and maintain an internal control system, and a risk management system and risk
management rules for each professional trading activity; and to establish and operate a system of
accounts ensuring separate management of assets and transaction positions of each client, and
separate management of such accounts and transaction positions from those of the clearing member
itself;
(d) To determine position profits and losses, to calculate levels for escrow deposits and amounts for
supplementing same and the value of escrow deposited assets for each trading account of an
investor. To require investors to promptly and fully supplement their escrow deposits if the value of
the escrow deposited assets falls short of the level required, and to refund escrow deposited assets
when they exceed the level required, when so requested by the investor; and to supervise and
manage positions and escrow deposited assets of investors to ensure compliance with law;

(dd) To pay compensation for loss to an investor for failure to discharge obligations stipulated by law and
when causing loss to the lawful interests of the investor, the level of such loss to be subject to
agreement with the investor;
(e) To provide copies of clearance entrustment contracts to VSDCC; to archive all original source
vouchers regarding clearance of derivatives; and to provide, on request by VSDCC, complete and
accurate information about open positions of investors, about escrow deposited assets of investors,
and data relevant to the clearance operation;
(g) To promptly pay fees in full to VSDCC for provision of clearing services and other fees stipulated by
law;
(h) A clearing member whose membership is suspended or terminated must transfer all escrow
deposited assets and open positions of clients and provide all necessary information about clients to
the replacement clearing member, and must continue to perform all the former's obligations up until
transfer of rights and obligations to the replacement clearing member;
(i) To disclose information and provide reports as required by law, and on a periodical basis or when so
required by investors, to provide investors with complete information about activities on their
accounts and the balances in their escrow deposit accounts, and to provide them with detailed
statements of transactions on their escrow deposit accounts.
3. To exercise other rights and discharge other obligations in accordance with clauses 4 and 5 of
article 56 of the Law on Securities and implementing guidelines.
Section 2
Clearing and Making Payment for [Clearing] Derivatives Transactions
Article 32 Principles for clearing derivatives transactions
1. VSDCC ensures liquidity for clearing and making payment of derivatives transactions by its clearing
members via the mechanism ensuring same and the risk reserve prescribed in articles 35 of this
Decree.
2. Making payment and conducting accounting finalization of derivatives transactions in money as

between VSDCC and its clearing members is implemented in the form of remittances via a payment
bank in accordance with law.
Article 33 Management of accounts and escrow deposited assets of clearing members
1. Clearing members must promptly and fully lodge an escrow deposit on the accounts held in the
name of VSDCC. Escrow deposited assets of clearing members comprise money, securities and
other assets which satisfy the conditions for escrow deposits set out in Rules of VSDCC.
2. An escrow deposit must be paid by a clearing member for all open positions in its name comprising
its own open positions and those of its investors, on the following principles:
(a) VSDCC calculates the amount of the escrow deposit for an open position on each trading account of
an investor and of the clearing member in order to fix the amount of the deposit required on each
trading account of investors of the clearing member;
(b) Assets which an investor lodges with a clearing member as the escrow deposit pursuant to
clauses 1, 2 and 3 of article 34 of this Decree must be used by the clearing member as an escrow
deposit for the positions of such investor and may not be used as an escrow deposit for any other
investor or for the positions of the clearing member itself.

3. On a daily basis and during a trading session with a large securities price fluctuation range, VSDCC
calculates the level of escrow deposited assets required to be maintained on each account of an
investor and of a clearing member, and fixes the total amount of escrow deposited assets required to
be maintained by the clearing member and the value of escrow deposited assets required to be
supplemented by the clearing member.
4. A clearing member must, at the request of VSDCC, supplement its escrow deposited assets or close
part or all of its positions. If the clearing member fails to promptly and fully supplement such deposit,
then VSDCC has the right to close a part or all of the positions in the name of such clearing member,
comprising the positions of the clearing member itself and the positions of investors who fail to
promptly pay supplementary amounts required in full.
5. If the value of the escrow deposited assets of a clearing member is greater than the level required by
VSDCC, then such member has the right to reduce the deposit by withdrawing some of the assets in
accordance with guidelines of VSDCC.
6. Guidelines of the Ministry of Finance and Rules of VSDCC apply to the type of escrow deposits, to
the method of determining the levels of same, to the methods of making the deposits, to their term or
duration, to supplementing deposits, to transferring them, to the method of valuation of escrow
deposited assets, to determination of profit and loss of positions, and to management of accounts
and escrow deposited assets of clearing members.
Article 34 Management of accounts and escrow deposited assets of investors
1. An investor must promptly and fully pay an escrow deposit to a clearing member in accordance with
the terms and conditions of the contract opening the derivatives trading account [for the investor].
The assets must be on the list of assets which the clearing member agrees to accept as escrow
deposited assets.
2. On a daily basis and during a trading session with a large securities price fluctuation range, a
clearing member calculates position profits and losses and reassesses the value of escrow deposited
assets ensuring that the investor maintains a value in accordance with the agreement in the contract
and in compliance with law.
3. An investor must supplement its escrow deposit at the request of the clearing member in accordance
with regulations of the Minister of Finance. If an investor fails to supplement the escrow deposit as
requested, then the clearing member has the right to take the action prescribed in article 31.1(b), but
if the value of the escrow deposited assets of the investor is higher than the level required by the
clearing member, then the investor has the right to reduce same by withdrawing some assets.
4. A clearing member must manage separately the accounts and escrow deposited assets of each
investor, and also separately from the accounts and escrow deposited assets of such clearing
member in accordance with the following principles:
(a) Where the escrow deposited assets are money, the clearing member must open a monetary deposit
account at a bank and separately manage the deposits of each investor. The clearing member must
co-ordinate with the bank and request the bank to promptly provide complete and accurate
information about the monetary balance in the account of [each] investor;
(b) Where the escrow deposited assets are securities, the clearing member manages such assets in the
investor's depository account at VSDCC.
5. If a clearing member becomes insolvent as prescribed in the law on bankruptcy, then escrow
deposited assets of an investor are deemed not to be assets of such clearing member, and such
assets are not permitted to be realized in accordance with the law on bankruptcy or distributed to the

creditors of such clearing member or to shareholders or capital contributing members of the company
in any form. These assets are only permitted to be used to make payment or as security for payment
of open positions of the investor. Any residual assets after complete discharge of payment
obligations of the investor must be immediately refunded to the investor.
6. Regulations of the Minister of Finance apply to activities of managing accounts and escrow deposited
assets of investors.
Article 35 Risk prevention measures at VSDCC
1. VSDCC may apply the following risk prevention measures for the payment system and in order to
protect investors:
(a) To fix and adjust the levels of escrow deposits;
(b) To require clearing members to make additional contributions to the Clearance Fund;
(c) To fix and adjust the limit positions applicable to clearing members and to investors;
(d) To close a part or all of the open positions of investors or of clearing members who become
insolvent;
(dd) To use the Clearance Fund and to take the measures prescribed in article 28.5 of this Decree.
2. VSDCC provides guidelines on risk prevention measures after the SSC has provided consent to such
guidelines.
Article 36 Co-ordination between the Stock Exchange [SE] and Vietnam Securities Depository Clearance
Centre [VSDCC]
The SE and VSDCC, within their operational scope, co-ordinate in taking the following action:
1. Provide guidelines on the contents of derivatives listed on the SE as prescribed in article 15.1 of this
Decree.
2. Issue reference [denomination] code numbers for investors, trading codes and ISIN [International
Securities Identification Number] codes for derivatives.
3. Co-ordinate in dealing with any securities company, commercial bank or foreign bank branch which
is suspended [by the SE] or whose trading membership status on the SE is terminated, or which is
suspended [by VSDCC] or whose membership status as a clearing member of VSDCC is terminated.
4. Establish and manage position limits, determine payment prices, share information and conduct
supervision and other activities when necessary.
CHAPTER 5
Obligation to Provide Reports and Disclose Information
Article 37 Reporting regime
1. The following entities must archive all source vouchers regarding trading and their business activities
namely the SE, VSDCC, derivatives business organizations [DBOs], derivative transaction clearing
service providers, trading members, special trading members, market-makers and clearing members.
2. On a periodical basis and on a one-off basis when requested by SSC, the SE, VSDCC, DBOs,
clearing service providers and derivatives trading members must provide reports on derivatives
trading and/or on clearing activities, and also provide trading reports to the SSC.

3. All of the entities prescribed in clause 2 above must promptly provide complete and accurate
information, data and explanations when requested by SSC.
4. Trading members, special trading members, market-makers and clearing members must report to the
SE and VSDCC in accordance with the Rules of the SE and Rules of the VSDCC.
5. Entities participating in derivatives trading or business and derivatives transaction clearing service
providers must promptly provide complete and accurate information and data relating to derivatives
trading and also explain any relevant matters when requested by the SSC, the SE or VSDCC.
6. The entities prescribed in clauses 1, 2 and 3 above must implement the reporting regimes prescribed
by law.
Article 38 Information required to be disclosed
Provisions of law apply to disclosure of information by entities participating in investment in or activities on

the derivatives market.
CHAPTER 6
Management and Supervision of the Derivatives Market
Article 39 Supervisory activities of the State Securities Commission [SSC]
1. To supervise derivatives trading and derivatives activities of the SE and of VSDCC in accordance
with regulations of the Minister of Finance.
2. To supervise compliance with the law on securities by derivatives business organizations [DBOs],
clearing service providers, trading members, special trading members, market-makers and clearing
members.
3. To supervise implementation of the regulations on internal rules on risk management and internal
control of business and provision of services for investors by DBOs and by clearing service
providers.
4. To supervise maintenance of operational conditions by DBOs and by clearing service providers, and
compliance with the provisions on operational limits and on protection of the rights and interests of
investors as prescribed in this Decree and other provisions of the law on securities and the securities
market.
5. To supervise separate management of accounts and assets of investors from those of the DBO or
clearing service provider in accordance with the provisions of this Decree and other relevant laws.
6. To supervise archiving and management of trading data, and discharge of the obligation to provide
reports and to disclose information.
Article 40 Supervisory activities of the Stock Exchange
1. Supervision by the SSC of the derivatives market comprises:
(a) Supervision of trading members, special trading members and market-makers in their compliance
with the law on securities and other relevant laws;
(b) Supervision of the operations of all entities on the SE aimed at preventing any transactions with
abnormal indications or with indications of a breach of the law on securities.
2. The SE formulates and issues a system of derivatives trading supervisory criteria after obtaining
consent from the SSC.

Article 41 Supervisory activities of Vietnam Securities Depository Clearance Centre [VSDCC]
1. VSDCC is responsible to supervise the following activities:
(a) Compliance by clearing members with the law on securities and other relevant laws; compliance with
maintenance of escrow deposit levels as stipulated;
(b) Compliance by investors with the provisions on their position limits when trading derivatives.
2. On discovery of abnormal trading or any transaction indicating that an investor or clearing member
may be insolvent, VSDCC must provide a warning and require the clearing member to provide an
explanation and relevant data, and VSDCC shall promptly report to the SSC.
CHAPTER 7
Implementing Provisions
Article 42 Effectiveness
1. This Decree is of full force and effect as from 1 January 2021 and replaces Decree 42/2015/ND-CP
of the Government dated 5 May 2015 regulating derivatives and the derivatives securities market.
2. The provisions on professional activities in this Decree apply to the SE and VSDCC up until these
entities officially operate pursuant to the provisions of Law 54 on Securities of year 2019.
Article 43 Organization of implementation
1. The Ministry of Finance shall provide guidelines for implementation of this Decree.
2. Ministers, heads of ministerial equivalent and Government agencies, and chairmen of provincial
people's committees are responsible to implement this Decree.
For the Government

Prime Minister
NGUYEN XUAN PHUC

Decree 158 of Securities

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DECREE 158

General Provisions ..................................................................................................................................... 1

Article 1 Governing Scope............................................................................................................. 1

Derivatives Business Organizations [DBO] ............................................................................................... 3

Derivatives Securities Clearing Service Providers .................................................................................... 8

Derivative Securities Market..................................................................................................................... 11

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com i

Organizing the Derivatives Trading Market ............................................................................................. 13

Trading Members, Special Trading Members and Market-Makers.......................................................... 14

Clearing Derivatives ................................................................................................................................. 18

Arranging Clearing and Making Payment for Derivatives ....................................................................... 18

Clearing and Making Payment for [Clearing] Derivatives Transactions................................................. 23

Obligation to Provide Reports and Disclose Information ....................................................................... 25

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com ii

Management and Supervision of the Derivatives Market ........................................................................ 26

Article 39 Supervisory activities of the State Securities Commission [SSC] .................................... 26

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com iii

Independence - Freedom - Happiness

Ha Noi, 31 December 2020

Pursuant to the Law on Securities dated 26 November 2019;

Pursuant to the Law on Enterprises dated 17 June 2020;

On the proposal of the Minister of Finance,

Article 1 Governing Scope

Article 2 Applicable entities

In this Decree, the following terms are construed as follows:

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 1

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 2

Derivatives Business Organizations [DBO]

(a) It is licensed for all securities professional business activities;

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 3

1. An application file for issuance of an SC Certificate comprises:

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 4

Article 6 Suspension or restoration of derivatives trading

(a) Within 24 hours, disclose information about such suspension;

3. A DBO is responsible during suspension of its operation:

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 5

Article 7 Voluntary termination of a derivatives business operation

(a) Request to terminate the operation on standard form/template 3 in the Appendix;

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 6

Article 8 Compulsory termination of a derivatives trading operation

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 7

Derivatives Securities Clearing Service Providers

(b) It is permitted to conduct derivatives brokerage activities;

(c) It satisfies the following conditions on charter capital and/or equity:

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 8

Article 11 Suspension or restoration of a derivatives clearing operation

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 9

Article 12 Voluntary termination of a derivatives clearing operation

(a) Request to terminate the operation on standard form/template 3 in the Appendix;

(c) Decision withdrawing the status of the clearing member;

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 10

Derivative Securities Market

Article 14 Derivatives eligible to be traded on the derivatives market

1. Derivatives eligible to be traded on the derivatives market comprise

© Allens - Vietnam Laws Online Database on www.vietnamlaws.com 11

Article 15 Listing derivatives

2. The SE delists derivatives in the following cases:

(a) The derivative matures;

Article 16 Provisions on investment in derivatives