Securities Law - Chapter 4

Regulations on Securities Market Operations

Chapter 4: Overview

  • Focuses on the regulations governing the operations of securities markets.

1. Listing Securities

  • The Vietnam Stock Exchange and its subsidiaries organize and operate trading systems for both listed and unlisted securities.

1.1 Definition of Listing
  • Listing: To make securities eligible to the listing requirements for trading on the Stock Exchange’s system.

  • Securities Listing: An activity that is performed, inspected, and approved by the Stock Exchange for issuers whose securities are eligible for trading on the exchange system.

1.2 Advantages of Listing Securities
  • Facilitates Capital Mobilization: Enhances the ability of listed organizations to raise capital.

  • Public Promotion: Provides a platform for listed organizations to introduce and promote themselves to the public.

  • Liquidity Improvement: Increases the liquidity of the securities.

  • Government Oversight: Enables the State to better control and manage the stock market.

1.3 Disadvantages of Listing Securities
  • Compliance Requirements: Must adhere to a full information disclosure regime and face stricter supervision.

  • Costs: Incur annual listing fees, audit fees, information disclosure fees, and document preparation fees related to the listing process.

  • Trading Restrictions: Stock trading by key shareholders is restricted.

1.4 Classification of Listing Securities
  • Initial Listing: The process allowing an issuing organization’s securities to be registered for trading for the first time after meeting listing standards.

  • Additional Listing: Refers to the listing of an additional type of stock to increase capital or for purposes like mergers or payment of dividends.

  • Change of Listing: Occurs when a listed company changes the name, volume, par value, or total value of its listed securities.

  • Re-listing: The act of re-listing securities that were delisted for not meeting maintenance standards.

  • Full Listing: Involves listing all shares that have been issued to the public on a domestic or foreign exchange.

  • Partial Listing: Listing only a portion of the total securities issued, while the rest remain unlisted.

2. Securities Trading Activities

2.1 Market Types
  • Primary Market: A market for new securities issued for the first time.

  • Secondary Market: A market for securities that have already been issued and are trading between investors.

  • Classification by Organization and Transaction Method:

    • Centralized Market: Organized trading where all trades happen in one location.

    • Decentralized Market (OTC market): Trading occurs directly between two parties without a centralized exchange.

2.2 Trading Methods on the Centralized Market
  • Negotiation Trading: Transactions are negotiated between parties.

  • Order Matching Trading: Trades are matched based on buy and sell orders.

  • Others: Additional trading methods as defined by market regulations.

2.3 Trading Order Defined
  • A trading order is an instruction from an investor to a securities company to execute a buy or sell transaction on their behalf.

2.4 Types of Trading Orders
  • Limit Order: An order specifying a limit price for a transaction.

    • Example: An investor places a limit order to buy 1,000 ACB stocks at 20,000 VND/stock.

  • Market Order: An order to buy or sell at the best available market price.

  • At the Opening (ATO) Order: Buy or sell order valid only during the periodic matching session that determines the opening price.

  • At the Closing (ATC) Order: Buy or sell order valid only during the periodic matching session that determines the closing price.

3. Fluctuation Limit

  • Definition: The limit on stock price fluctuation prescribed for a trading day, represented as a percentage ratio compared to a reference price.

  • Ceiling Price: The highest price allowed, calculated as:
    extCeilingPrice=extReferencePriceimes(1+extFluctuationLimit)ext{Ceiling Price} = ext{Reference Price} imes (1 + ext{Fluctuation Limit})

  • Floor Price: The lowest price allowed, calculated as:
    extFloorPrice=extReferencePriceimes(1−extFluctuationLimit)ext{Floor Price} = ext{Reference Price} imes (1 - ext{Fluctuation Limit})

4. Order Matching Principle

4.1 Periodic Matching Method
  • Price Priority: Buy orders with higher prices and sell orders with lower prices are prioritized.

  • Time Priority: Among orders with the same price, the one entered first receives priority.

4.2 Matching Price Requirements
  • The matching price must indicate the highest trading volume.

  • If multiple prices achieve this, the price close to the most recent transaction price is selected.

  • If still a tie, the highest price is chosen.

4.3 Continuous Order Matching Method
  • Best price orders have priority for execution.

  • If multiple orders at the same price are present, the order entered first will be executed first.

  • Orders may be executed fully or partially, in multiples of the trading unit.

5. Order Matching Process

5.1 Steps in Order Matching
  • Step 1: Open an account with an authorized securities company.

  • Step 2: Place buy and sell orders through physical order tickets or electronic data.

  • Step 3: Securities company checks the feasibility of orders and submits them to the stock exchange's trading system.

  • Step 4: On successful transaction confirmation (after T+n days), funds will be deducted from the investor's account for buy orders, and the corresponding securities added to their account, and vice versa for sell orders.