Chứng khoán

luật chứng khoán bản tiếng anh

Pursuant to the 1992 Constitution of the Socialist Republic of Vietnam, which was amended and supplemented under Resolution No. 51/2001/QH10 of December 25, 2001, of the Xth National Assembly, the 10th session;

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This Law provides for public offering of securities, securities listing, trading and investment, and provision of securities and securities market services.

1. Vietnamese and foreign organizations and individuals engaged in securities investment and operating in Vietnam’s securities market.

1. Activities of public offering of securities, securities listing, dealing, trading and investment, and provision of securities and securities market services shall comply with this Law and other relevant laws.
2. When a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from those of this Law, the provisions of that treaty prevail. The Government shall specify the implementation of treaties in compatibility with the international integration roadmap and commitments.

1. Respect for organizations’ and individuals’ rights to freedom of securities purchase, sale and trading as well as securities service provision.
1. The State shall adopt policies to encourage and create favorable conditions for organizations and individuals of all economic sectors and people of all social strata to invest in and operate on the securities market, aiming to mobilize long-term and medium-term capital sources for development investment.
2. The State shall adopt policies to manage and supervise the securities market in order to ensure its fair, public, transparent, safe and efficient operation.
3. The State shall adopt policies to invest in the modernization of infrastructure for the operation of the securities market, the development of human resources for securities activities, and the dissemination and popularization of securities and securities market knowledge.

1. Securities means instruments evidencing their holders’ legitimate rights and benefits to the assets or capital shares of issuing organizations. Securities take the form of certificates, book entries or electronic data, and are divided into the following types:

2. Stock means a type of securities certifying their holders’ legitimate rights and benefits to a portion of equity of an issuing organization.
3. Bond means a type of securities certifying their holders’ legitimate rights and benefits to a portion of liabilities of an issuing organization.
4. Fund certificate means a type of securities certifying investors’ ownership over a portion of contributed capital of a public fund.
5. Right means a type of securities issued by a joint-stock company along with an additional issuance of stocks to ensure that its existing shareholders can buy new stocks under specified conditions.
6. Warrant means a type of securities issued along with the issuance of bonds or preferred stocks, entitling securities holders to buy a stated amount of common stocks at a designated price within a given period.
7. Call option, put option mean an option stated in a contract, entitling the buyer to opt for the purchase or sale of a stated amount of securities at a designated price within a given period.
8. Futures means commitments to buy or sell certain securities types, classes or indexes, in a specified amount, at a designated price and on a given date in the future.
9. Majority shareholder means a shareholder directly or indirectly owning at least five percent or more of voting stocks of an issuing organization.
10. Investor means a Vietnamese or foreign organization or individual participating in investment on the securities market.
11. Professional securities investor means a commercial bank, financial company, financial leasing company, insurance business organization or securities trading organization.
12. Public offering of securities means the offering of securities for sale by any of the following modes:

b/ Offering of securities to one hundred investors or more, excluding professional securities investors;

14. Issuance-underwriting organization means a securities company licensed to operate in the domain of underwriting securities issuance or a commercial bank licensed by the State Securities Commission to underwrite the issuance of bonds under the conditions specified by the Finance Ministry.
15. Accredited audit organization means an independent audit company on the list of audit companies accredited by the State Securities Commission for audit under the conditions specified by the Finance Ministry.
16. Prospectus means a document or electronic data disclosing accurate, truthful and objective information related to the offering or the listing of securities of an issuing organization.
17. Listing of securities means the putting of qualified securities in trading at the Stock Exchange or the Securities Trading Center
18. Securities trading market means a place or mode of information exchange where/whereby buy and sell orders are rallied and securities transactions are conducted.
19. Securities business means the performance of such professional operations as securities brokerage, securities dealing, securities issuance underwriting, securities investment consultancy, securities depository, securities investment fund management or portfolio management.
20. Securities brokerage means an operation of a securities company acting as an intermediary to buy or sell securities for its customers.
21. Securities dealing means buying or selling securities by a securities company for itself.
22. Securities issuance underwriting means a commitment made by an issuance underwriting organization with an issuing organization to carry out procedures before the securities offering, undertaking to buy whole or part of the securities amount of the issuing organization for resale or to buy the amount of undistributed securities of the issuing organization or to assist the issuing organization in distributing securities to the public.
23. Securities investment consultancy means the supply of analysis results, the disclosure of analysis reports and the provision of securities-related recommendations by securities companies to investors.
24. Securities depository means the receipt of securities for deposit, preservation or transfer to customers, and the assistance rendered to customers for exercise of the rights relating to the securities ownership.
25. Securities registration means the acknowledgement of ownership right and other rights of a securities owner.
26. Securities portfolio management means the management by a securities fund management company of the securities purchase, sale or holding of each investor under the latter’s entrustment.
27. Securities investment fund means a fund formed from investors’ contributed capital for the purpose of earning profits from the securities investment or other types of investment asset, including real estate, though such investors do not have the right to daily control of the fund’s investment decisions.
28. Public fund means a securities investment fund which conducts public offering of fund certificates.
29. Member fund means a securities investment fund which consists of at most thirty capital-contributing members being legal persons.
30. Open-end fund means a public fund whose certificates, which have undergone a public offering, should be bought back at the request of investors.
31. Closed fund means a public fund whose certificates, which have undergone a public offering, should not be bought back at the request of investors.
32. Inside information means undisclosed information on a public company or a public fund, which may, once disclosed, greatly affect the price of securities of such public company or public fund.

a/ Members of the Board of Directors, the Control Board, the Director or the General Director, the Deputy Directors or the Deputy General Directors of the public company; members of the Representative Committee of the public fund;

e/ Securities companies, securities investment fund management companies and their securities practitioners;
f/ Organizations or individuals that have business cooperation or service provision relations with the public company or the public fund and individuals working in such organizations;
g/ Organizations or individuals that directly or indirectly get inside information from the subjects defined at Points a, b, c, d, e and f of this Clause.
34. Affiliated persons means individuals or organizations that are interrelated in the following cases:
a/ Fathers, adoptive fathers, mothers, adoptive mothers, spouses, children, adopted children or blood siblings of individuals;
b/ Organizations of which individuals are staff members, directors or general directors, or owners of over ten percent of outstanding voting stocks;
c/ Members of boards of directors or control boards, directors or general directors, deputy directors or deputy general directors, and other management titles of such organizations;
d/ Persons who, in relations with others, directly or indirectly control or are controlled by the latter, or submit, together with the latter, to the same control;
2. The Finance Ministry is answerable to the Government for the performance of state management of securities and securities market and has the following tasks and powers:
a/ To submit to the Government and the Prime Minister for promulgation strategies, planning and policies on development of securities market;
b/ To submit to competent authorities for promulgation or promulgate according to its competence legal documents on securities and securities market;
c/ To direct the State Securities Commission in materializing strategies, planning and policies on development of securities market as well as policies and regimes for management and supervision of securities and securities market activities.
3. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, coordinate with the Finance Ministry in performing the state management of securities and securities market.
4. People’s Committees of all levels shall, within the ambit of their tasks and powers, perform the state management of securities and securities market in their respective localities.

1. The State Securities Commission is attached to the Finance Ministry and has the following tasks and powers:
a/ To grant, extend, withdraw licenses and certificates related to securities activities and securities market; to approve changes related to securities activities and securities market;
b/ To manage and supervise operations of stock exchanges, securities trading centers, securities depository centers and assistant organizations; to suspend trading or depositing activities of stock exchanges, securities trading centers, securities depository centers in cases where they show signs of affecting the legitimate rights and benefits of investors;
c/ To inspect, supervise and handle administrative violations and settle complaints and denunciations in securities activities and securities market;
d/ To make statistics and forecasts on securities activities and securities market; to modernize information technology in the domain of securities and securities market;
e/ To organize and coordinate with concerned agencies and organizations in training and retraining the contingent of securities officials, civil servants and staffs; to popularize securities and securities market knowledge to the public;

2. The organization, managerial and executive apparatus of the State Securities Commission shall be defined by the Government.

1. Directly or indirectly tricking, swindling, fabricating untruthful information or omitting necessary information, thus causing serious misunderstanding which badly affects the public offering of securities, securities listing, trading or investment, securities and securities market service provision.
2. Disclosing misleading information in order to entice and instigate others to buy or sell securities, or disclosing untimely and insufficient information on occurrences which greatly affect securities prices on the market.
3. Using inside information to buy or sell securities for oneself or for others; disclosing or supplying inside information or advising others to buy or sell securities based on inside information.
4. Conniving in buying or selling securities in order to create sham supply and demand; trading in securities by mode of colluding with or enticing others to continuously buy and sell securities back and forth to manipulate securities prices; combining or employing other trading modes to manipulate securities prices.

1. Securities offered for sale to the public in the territory of the Socialist Republic of Vietnam are denominated in Vietnam dong (VND).
2. The par value of stocks and fund certificates offered for the first-time sale to the public is VND 10,000. The par values of bonds offered for sale to the public are VND 100,000 and multiples of VND 100,000.

1. Forms of public offering of securities include the first-time public offering of securities, additional offering of shares or rights to buy shares to the public, and other forms.

a/ The offering enterprise has a charter capital contributed at the time of offering registration of VND 10 billion or more accounted according to the book value;
b/ Its business operation in the year preceding the year of offering registration is profitable and, at the same time, it has no accrued loss up to the year of offering registration;
c/ Its issuance plan and plan on the use of capital generated from the sale offering are adopted by the Shareholders’ General Assembly.

a/ The offering enterprise has a charter capital contributed at the time of offering registration of VND 10 billion or more accounted according to the book value;
b/ Its business operation in the year preceding the year of offering registration is profitable, and at the same time it has no accrued loss up to the year of offering registration and has no payable debt which has been overdue for more than one year;
c/ Its issuance plan and plan on use and repayment of capital generated from the sale offering are adopted by the Board of Directors, the Council of Members or its owner;
d/ It undertakes to perform the obligation of an issuing organization towards investors in terms of issuance and payment conditions, assurance of legitimate rights and benefits of investors and other conditions.

b/ There are an issuance plan and a plan on investment of capital amount generated from the offering of fund certificate in accordance with this Law.
4. The Government shall provide the conditions for public offering of securities which must be satisfied by state enterprises, foreign-invested enterprises transformed into joint-stock companies, newly established enterprises in the fields of infrastructure construction or high technologies; for the offering for sale of securities overseas and other specific cases.

1. Issuing organizations making the public offering of securities must register it with the State Securities Commission.
d/ Sale of securities under court judgments or rulings, or sale of securities of property managers or recipients in case of bankruptcy or insolvency.
d/ The decision of the shareholders’ general assembly adopting the issuance plan and the plan on use of capital generated from the public offering of stocks;
d/ The decision of the Board of Directors, the Council of Members or the company’s owner, adopting the issuance plan and the plan on use and repayment of capital generated from the public offering of bonds;
e/ A commitment to perform the obligation of an issuing organization towards investors in terms of issuance and payment conditions, assurance of legitimate rights and benefits of investors and other conditions;
d/ A supervision contract between the supervisory bank and the securities investment fund management company;

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4. Dossiers of registration of public offering of stocks or bonds must be accompanied with decisions of Boards of Directors or Councils of Members or owners of companies approving those dossiers. For the public offering of securities of credit institutions, those dossiers must be approved in writing by the State Bank of Vietnam.
5. When dossiers of registration of public offering of securities are wholly or partially certified by concerned organizations or individuals, the issuing organizations shall send written certifications of such organizations or individuals to the State Securities Commission.
6. Information in dossiers must be accurate and truthful, cause no misleading and have adequate important contents which exert an impact on investors’ decisions.
7. The Finance Ministry shall specify the dossiers of registration of public offering of securities applicable to state enterprises, foreign-invested enterprises transformed into joint-stock companies, newly established enterprises in the domain of infrastructure or high technologies; of overseas offering of securities and other specific cases.

a/ Brief information on the issuing organization, including its organizational apparatus, business operation, assets, financial status, Board of Directors or Council of Members or owner, director or general director, deputy director or deputy general director and structure of shareholders (if any);
b/ Information on the offering and securities to be offered, including offering conditions, risks, tentative plan on profits and dividends of the year following the issuance of securities, the issuance plan and the plan on the use of proceeds from the offering;
c/ The issuing organization’s financial statements for the last two years as specified in Article 16 of this Law;

b/ Investment objectives, strategy, methods and process, investment limitations and risks of the securities investment fund;

d/ Plans on issuance of fund certificates and information guiding investors to invest in the securities investment fund;
e/ Summarized information on the securities investment fund management company, the supervisory bank and regulations on transactions with affiliated persons of the securities investment fund management company and the supervisory bank;

a/ For the public offering of stocks or bonds, a prospectus must contain signatures of the chairman of the Board of Directors or the Council of Members or the company president, the director or the general director, the financial director or the chief accountant of the issuing organization and the representative at law of the issuance-underwriting organization or the principal issuance underwriting organization (if any). For signatures of persons authorized by the aforesaid persons, the power of attorney is required.
b/ For the public offering of fund certificates, a prospectus must contain signatures of the chairman of the Board of Directors or the Council of Members or the company president, the director or the general director of the securities investment fund management company and the representative at law of the issuance-underwriting organization (if any). For signatures of persons authorized by the aforesaid persons, the power of attorney is required.

1. A financial statement consists of an accounting balance, a report on business or production results, a cash flow report and an explanation.
2. An issuing organization being a parent company shall submit a consolidated financial statement according to the accounting law.

4. If the dossier is submitted before March 1 of a year, the annual financial statement of the preceding year in the initial dossier may be an unaudited one, which, however, must be accompanied with the audited financial statements of the two previous years.
5. If the accounting period of the latest financial statement ends more than ninety days after the date of submission of the valid dossier of securities public offering registration to the State Securities Commission, the issuing organization shall make an additional financial statement for the latest month or quarter.
Article 17.-  Responsibilities of organizations and individuals related to dossiers of registration of public offering of securities
1. Issuing organizations shall take responsibility for the accuracy, truthfulness and completeness of their dossiers of registration of public offering of securities.
2. Issuance consultancy organizations, issuance-underwriting organizations, accredited audit organizations, persons who sign audit reports and any organizations and individuals that certify dossiers of registration of public offering of securities shall take responsibility for matters related to such dossiers.
Article 18.-  Modification or supplementation of dossiers of registration of public offering of securities
1. During the examination of dossiers of registration of public offering of securities, issuing organizations are obliged to modify or supplement such dossiers if inaccurate information is detected in, or important information is omitted from, such dossiers, or if they find it necessary to explain matters which might be misunderstood.
2. In the course of examining dossiers of registration of public offering of securities, the State Securities Commission may request issuing organizations to modify or supplement such dossiers in order to ensure that the disclosed information is accurate, truthful and complete and able to help protect legitimate rights and benefits of investors.
3. After the State Securities Commission grants certificates of public offering of securities, if arises any important information related to dossiers of registration of public offering of securities, the issuing organizations shall, within seven days, disclose such information by the modes specified in Clause 3, Article 20 of this Law and concurrently modify or supplement such dossiers.
4. Written modifications or supplementations submitted to the State Securities Commission must be signed by persons who have signed the dossiers of registration of public offering of securities or by persons holding the same position.
5. The time limit for dossier examination in the cases specified in Clauses 1 and 2 of this Article is counted from the date the State Securities Commission receives written modifications or supplementations.

During the examination of dossiers of registration of public offering of securities by the State Securities Commission, issuing organizations, issuance-underwriting organizations and concerned organizations and individuals may only use information in the prospectuses already submitted to the State Securities Commission in an honest and accurate manner for market survey, clearly stating that information on date of issuance and securities selling prices are non-official. The market survey may not be conducted on the mass media.

1. Within thirty days after receiving the valid dossiers, the State Securities Commission shall consider and grant certificates of public offering of securities. In case of refusal, the State Securities Commission shall reply in writing, clearly stating reasons for the refusal.
2. Certificates of public offering of securities granted by the State Securities Commission serve as written certifications that the dossiers of registration of public offering of securities fully satisfy the conditions and procedures required by law.
3. Within seven days after a certificate of public offering of securities becomes effective, the issuing organization shall publish an issuance announcement on an electronic or printed newspaper for three consecutive issues.
4. Securities may only be publicly offered after they are published according to the provisions of Clause 3 of this Article.

1. The distribution of securities shall only be made after the issuing organization assures that securities buyers have accessed the prospectus in the dossier of registration of public offering of securities posted up at places indicated in the issuance announcement.
2. The issuing organization, the issuance underwriting organization or the issuance agent shall distribute securities in a fair and open manner and ensure a period of at least twenty days for investors to register to buy securities. Such a period must be stated in the issuance announcement.
If the amount of securities registered to be bought exceeds that allowed to be issued, the issuing organization or the issuance-underwriting organization shall fully distribute the amount of securities allowed to be issued to investors in proportion to their registered amounts of securities.
3. Securities purchase money shall be transferred into bank accounts which are frozen until the offering is completed and reported to the State Securities Commission.
4. The issuing organization shall complete the distribution of securities within ninety days after the certificate of public offering of securities becomes effective. If the issuing organization cannot complete the distribution of securities within this time limit, the State Securities Commission may consider and prolong the distribution of securities but for no more than thirty days.
For the registration of securities offering to be made in installments, the interval between two offering installments must not exceed twelve months.
5. The issuing organization or the issuance-underwriting organization shall send a report on the results of the offering to the State Securities Commission within ten days after the completion of the offering, accompanied with a written certification by the bank where the frozen account is opened of the proceeds from the offering.
6. The issuing organization, the issuance underwriting organization or the issuance agent shall deliver securities or securities ownership certificates to buyers within thirty days after the completion of the offering.

1. The State Securities Commission may suspend the public offering of securities for no more than sixty days in the following cases:
a/ Dossiers of registration of public offering of securities are detected having contained untruthful information or lacked important information, which might affect investment decisions and cause damage to investors.

2. Within seven days after the public offering of securities is suspended, the issuing organization shall announce the suspension of public offering of securities by the modes specified in Clause 3, Article 20 of this Law and call the issued securities when investors so request and, at the same time, refund the received money to investors within fifteen days after the latter so request.
3. After the errors leading to the suspension of the public offering of securities are addressed, the State Securities Commission shall issue a written notice on suspension cancellation and the offering of securities may be resumed.
4. Within seven days after the notice on suspension cancellation is issued, the issuing organization shall publish the suspension cancellation by the modes specified in Clause 3, Article 20 of this Law.

1. After the suspension duration specified in Clause 1, Article 22 of this Law, if errors leading to the suspension of the public offering of securities remain unaddressed, the State Securities Commission shall cancel the offering and ban the sale of such securities.
2. Within seven days after the public offering of securities is cancelled, the issuing organization shall announce the cancellation of the public offering of securities by the modes specified in Clause 3, Article 20 of this Law and call the issued securities and concurrently refund the received money to investors within fifteen days after the offering is cancelled. Past this time limit, the issuing organization shall pay damages to investors according to agreements reached with investors.

1. Issuing organizations that have completed the public offering of stocks become public companies and, therefore, have to fulfill the obligations of a public company specified in Clause 2, Article 27 of this Law. Dossiers for registration of public offering of securities shall be regarded as public company dossiers and issuing organizations are not required to submit public company dossiers defined in Clause 1, Article 26 of this Law to the State Securities Commission.
2. Issuing organizations that have completed the public offering of bonds shall perform the information disclosure obligation specified in Article 102 of this Law.
c/ Has its stocks owned by at least one hundred investors, excluding professional securities investors, and has a contributed charter capital of VND 10 billion or more.
2. Joint-stock companies defined at Point c, Clause 1 of this Article shall submit public company dossiers specified in Clause 1, Article 26 of this Law to the State Securities Commission within ninety days after they become public companies.
c/ Brief information on the model of business organization, management apparatus and shareholders’ structure;

2. Within seven days after receiving valid dossiers, the State Securities Commission shall publicly announce the names and business operations of and other information related to public companies on the State Securities Commission’s media.
c/ To conduct the concentrated securities registration and depository at the Securities Trading Center according to the provisions of Articles 52 and 53 of this Law;

1. Public companies shall comply with the provisions of the Enterprise Law regarding corporate governance.
2. The Finance Ministry shall specify the corporate governance applicable to public companies which have their stocks listed at stock exchanges or securities trading centers.

1. Organizations and individuals that become majority shareholders of a public company shall report their stock ownership to such public company, the State Securities Commission and stock exchanges or securities trading centers where stocks of such public company are listed within seven days after they become majority shareholders.

a/ The name, address and business lines, for majority shareholders being organizations; the full name, age, nationality, place of residence and occupation, for majority shareholders being individuals;
b/ The number and percentage of stocks owned by the organization or individual or jointly owned by such organization or individual and other organizations or individuals to the total number of outstanding stocks.
3. In case of a material change in information stated in reports defined in Clause 2 of this Article or a change in the number of stocks owned by a majority shareholder which exceeds one per cent of the total number of outstanding stocks, that majority shareholder shall, within seven days after such change occurs, submit an amended and supplemented report to the public company, the State Securities Commission and stock exchanges or securities trading centers where the stocks are listed.
4. The provisions of Clauses 1, 2 and 3 of this Article also apply to affiliated persons who own five percent or more of an issuing organization’s voting stocks.

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1. When redeeming their own stocks, public companies that have no stocks listed at stock exchanges or securities trading centers shall comply with the provisions of Articles 90, 91 and 92 of the Enterprise Law.
2. When redeeming their own stocks, public companies that have stocks listed at stock exchanges or securities trading centers shall disclose information on the redemption at least seven days before conducting it. Disclosed information covers:
The redemption by public companies of their own stocks and the resale of stocks they have purchased shall comply with the Finance Ministry’s regulations.

1. Public companies are entitled to recover all profits earned by members of their Boards of Directors, directors or general directors, deputy directors or deputy general directors, finance or accounting managers and other managers in their management apparatus from the arbitrage or reverse arbitrage of their securities within six months after the date of purchase or sale.
2. Public companies or their shareholders are entitled to initiate lawsuits at a court for recovery of profits earned from unfair transactions defined in Clause 1 of this Article.

a/ Bids for voting stocks which lead to the ownership of twenty five percent or more of outstanding stocks of a public company;

2. Organizations or individuals that make public bid of stocks of public companies shall send their public bid registrations to the State Securities Commission. Within seven days after receiving public bid registrations, the State Securities Commission shall reply in writing. In case of disapproval, it shall clearly state the reasons therefor.
3. The public bid is conducted only after it is approved by the State Securities Commission and announced in advance by bid-making organizations or individuals on the mass media.
5. In the course of public bid, bid-making organizations and individuals may not take the following acts:
a/ Directly or indirectly buying or committing to buy stocks currently subject to bid outside a bid drive;

d/ Supplying private information to a certain number of shareholders or supplying information to shareholders neither on the same scale nor at the same time. This regulation is also applicable to issuance-underwriting organizations whose stocks are subject to bid.
6. The duration for conducting a public bid must be between thirty days and sixty days after the announcement of that public bid. The bid covers also the additional bid or adjusted bid as compared with the initial registration. An additional bid or adjusted bid as compared with the initial registration must be conducted with terms not less preferential than those for previous bids.
7. Stock-owning organizations and individuals that have made margins for stocks under a public bid are entitled to withdraw stocks at any time within the bid time limit.
8. If the number of stocks subject to bid is smaller than that of outstanding stocks of a company or the number of stocks put on sale is larger than that of stocks subject to bid, stocks shall be bought on the basis of the corresponding ratio.
9. After conducting the public bid, a bid maker that holds eighty percent or more of outstanding stocks of a public company shall buy within thirty days stocks of the same type held by other shareholders at the announced bid price, if these shareholders so request.
10. Public companies whose stocks are subject to a public bid shall announce their consents to or refusals of the bid. In case of refusal, such companies shall reply in writing, clearly stating the reasons therefor. Written replies of those companies must bear signatures of at least two thirds of members of their Boards of Directors.
11. Within ten days after the end of a public bid, bid-making organizations or individuals shall report in writing to the State Securities Commission on the result of the public bid.

1. A stock exchange shall organize a securities trading market for securities of issuing organizations qualified for listing at such stock exchange.
2. A securities trading center shall organize a securities trading market for securities of issuing organizations unqualified for listing at a stock exchange.

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3. Organizations or individuals other than stock exchanges and securities trading centers shall not be licensed to organize a securities trading market.

1. Stock exchanges and securities trading centers are legal persons established and operating after the model of limited liability companies or joint-stock companies in accordance with this Law.
2. The Prime Minister shall decide on the establishment, dissolution, transformation of the organizational structures and ownership forms of stock exchanges and securities trading centers at the proposal of the Finance Minister.
3. Stock exchanges and securities trading centers have the function of organizing and supervising the trading of securities listed at such stock exchanges and securities trading centers.
4. The operation of stock exchanges and securities trading centers shall comply with the provisions of this Law and their own charters.
5. Stock exchanges and securities trading centers shall submit to the management and supervision by the State Securities Commission.
Article 35.-  Managerial and executive apparatuses of stock exchanges or securities trading centers
1. Stock exchanges and securities trading centers have their own Boards of Directors, directors, deputy directors and Control Boards.
2. Chairmen of Boards of Directors and directors of stock exchanges or securities trading centers are approved by the Finance Minister at the proposal of the Boards of Directors after obtaining the opinions of the Chairman of the State Securities Commission.
3. Rights and duties of Boards of Directors, directors, deputy directors and Control Boards are specified in the charters of stock exchanges or securities trading centers.

1. Charters of stock exchanges or securities trading centers shall be approved by the Finance Ministry at the proposal of their Boards of Directors after obtaining the opinions of the Chairman of the State Securities Commission.
2. The Charter of a stock exchange or a securities trading center covers the following principal contents:

d/ Names, addresses and tips of its founding shareholders or capital contributing members or owners;
e/ Capital contributions or numbers of shares of stock and values of capital contributions of its founding shareholders or capital contributing members;
m/ Setting up of funds and mechanism for use thereof; principles for use of profits, handling of losses and other financial regimes;

1. To promulgate regulations on securities listing, securities trading, information disclosure and trading members after such regulations are approved by the State Securities Commission.

3. To suspend, stop or cancel securities transactions according to their securities trading regulations in case of necessity to protect investors.
4. To list or delist securities and supervise the maintenance of conditions for listing of securities of listed organizations at their places.
5. To approve or revoke the status of trading members; to supervise securities trading activities of trading members at their places.
6. To supervise the information disclosure by listed organizations and trading members at their places.

8. To act as a conciliation intermediary at the request of trading members upon the appearance of a dispute related to securities trading activities.

2. To observe the accounting, audit and statistical regimes, and fulfill financial obligations in accordance with law.

4. To supply information to and coordinate with competent state agencies in investigating, preventing and combating acts of violating the law on securities and securities market.
5. To coordinate with one another in the propagation and dissemination of securities and securities market knowledge to investors.
6. To pay damages to trading members if they cause damage to those members, except in force majeure circumstances.

1. Trading members at stock exchanges or securities trading centers are securities companies approved by such stock exchanges or securities trading centers to become their trading members.
2. Conditions and procedures for becoming trading members at stock exchanges or securities trading centers are specified in the regulations on trading members of such stock exchanges or securities trading centers.

a/ To use the trading system and services provided by the stock exchange or the securities trading center;
b/ To receive information on securities trading market from the stock exchange or securities trading center;
c/ To request the stock exchange or the securities trading center to act as a conciliation intermediary for disputes related to its securities trading activities;
d/ To propose and recommend matters related to the operation of the stock exchange or the securities trading center;
e/ Other rights provided for in the regulation on trading members of the stock exchange or securities trading center.

c/ To pay membership fee, trading charge and other service charges prescribed by the Finance Ministry;
d/ To disclose information according to the provisions of Article 104 of this Law and the regulation on information disclosure of the stock exchange or the securities trading center;
e/ To assist other trading members at the request of the stock exchange or the securities trading center when necessary;
f/ Other obligations specified in the regulation on trading members of the stock exchange or the securities trading center.

1. When listing their securities at stock exchanges or securities trading centers, the issuing organizations shall satisfy the conditions on capital, business activities and financial capability, number of shareholders or securities owners.
2. Issuing organizations submitting listing dossiers are responsible for the accuracy, truthfulness and completeness of their dossiers. Listing consultancy organizations, accredited audit organizations, persons who sign audit reports and any organizations or individuals certifying listing dossiers are responsible therefor within the relevant scope.
3. The Government shall specify the conditions, dossiers and procedures for listing securities at stock exchanges or securities trading centers and for listing securities at foreign stock exchanges.

a/ Stock exchanges organize the trading of listed securities by concentrated order matching and other trading modes defined in their securities trading regulations.
b/ Securities listed at stock exchanges may not be traded outside the stock exchanges, unless it is provided for in the securities trading regulations of stock exchanges.

a/ Securities trading centers organize the trading of listed securities by mode of agreement and other trading modes defined in their securities trading regulations.
b/ Securities listed at securities trading centers may be traded at securities companies being trading members of the securities trading centers according to the securities trading regulations of such securities trading centers.
3. Stock exchanges and securities trading centers shall obtain approval of the State Securities Commission when they wish to organize the trading of securities of new types, replace existing trading modes with new ones, or put to operation new trading systems.

1. Securities depository centers are legal persons established and operating after the model of limited liability companies or joint-stock companies in accordance with this Law.
2. The Prime Minister shall decide on the establishment, dissolution, transformation of organizational structure or ownership form of securities depository centers at the proposal of the Finance Minister.
3. Securities depository centers have the function of organizing and supervising securities registration, depository, clearing and payment activities.
4. Operation of securities depository centers shall comply with the provisions of this Law and their charters.
5. Securities depository centers shall submit to the management and supervision by the State Securities Commission.

1. A securities depository center has its Board of Directors, director, deputy directors and Control Board.
2. The chairman of the Board of Directors and the director of a securities depository center are approved by the Finance Minister at the proposal of the Board of Directors after obtaining the opinions of the Chairman of the State Securities Commission.
3. Rights and duties of the Boards of Directors, directors, deputy directors and Control Boards are specified in the charters of securities depository centers.

1. Charters of securities depository centers shall be approved by the Finance Ministry at the proposal of their Boards of Directors after obtaining the opinions of the Chairman of the State Securities Commission.
d/ Names, addresses and tips of its founding shareholders or capital contributing members or owners;
e/ Capital contributions or numbers of shares and values of capital contributions of its founding shareholders or capital contributing members;
m/ Setting up of funds and mechanism for use thereof; principles for use of profits, handling of losses and other financial regimes;

1. To promulgate regulations on securities registration, depository, clearing and payment after such regulations are approved by the State Securities Commission.
2. To approve or revoke the status of depository members; to supervise the observance of their regulations by their depository members.
3. To provide securities registration, depository, clearing and payment services and other services related to the securities depository at the request of customers.

1. To ensure physical and technical foundations in service of securities registration, depository, clearing and payment activities.

4. To pay damages to customers in case of failure to fulfill their obligations, thus causing damage to legitimate interests of such customers, except in force majeure circumstances.

6. To take measures to protect their databases and keep original vouchers on securities registration, depository, clearing and payment according to the provisions of law on accounting and statistics.
7. To set aside hedge funds to offset customers’ losses caused by technical failures or staff mistakes in the course of operation. Hedge funds shall be set aside from revenues from professional operations according to the Finance Ministry’s regulations.
8. To supply information related to customers’ securities ownership at the request of public companies and issuing organizations.
9. To observe the accounting, audit and statistical regimes and fulfill financial obligations as provided for by law; and to report on securities depository activities according to the Finance Ministry’s regulations.
10. To be responsible for depository and payment activities at their head offices or branches registered for depository activities.

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1. Depository members being securities companies or commercial banks operating in Vietnam are granted securities depository registration certificates by the State Securities Commission and approved by securities depository centers to become their respective depository members.
b/ To contribute to payment assistance funds according to the regulations of securities depository centers;
c/ Other obligations specified by law and by the securities repository centers in their regulations.

1. For a commercial bank, the conditions for registration of securities depository activities include:

b/ Having overdue debts not exceeding five percent of its total debit balance, and being in the black in the last year;
c/ Having a place, facilities and equipment in service of securities registration and depository and securities transaction payment activities.
2. For a securities company, the conditions for registration of securities depository activities include:

b/ Having a place, facilities and equipment in service of securities registration and depository and securities transaction payment activities.

3. Written explanation of physical and technical foundations for performance of securities depository activities.

1. The time limit for grant of securities depository registration certificates is fifteen days after the State Securities Commission receives valid dossiers. In case of refusal to grant certificates, the State Securities Commission shall reply in writing, clearly stating the reasons therefor.
2. Within twelve months after being granted securities depository registration certificates, securities companies or commercial banks shall carry out procedures for registration of depository members at securities depository centers and commencement of operation.

1. A depository member shall be suspended from securities depository operation for a maximum duration of ninety days in the following cases:
a/ It frequently breaches the depository members’ obligations specified by the securities depository center;

2. A depository member has its securities depository registration certificate revoked in the following cases:
a/ Upon the expiration of the depository suspension duration, it still fails to remedy breaches specified in Clause 1 of this Article;
b/ It fails to commence securities depository operation within twelve months after it is granted a securities depository registration certificate.

e/ It voluntarily terminates the securities depository operation after obtaining consent of the State Securities Commission.
3. When having their securities depository registration certificates revoked, depository members shall carry out procedures for finalizing their securities depository accounts according to regulations of securities depository centers.

1. Securities of public companies must be registered in a concentrated manner at securities depository centers.
2. Securities of other issuing organizations, which authorize securities depository centers to act as their transfer agents, must be registered at those securities depository centers.
3. Public companies and issuing organizations defined in Clauses 1 and 2 of this Article shall register types of their securities and information on securities owners with securities depository centers.

1. Securities of public companies must be deposited in a concentrated manner at securities depository centers before being traded.
2. Securities must be deposited at securities depository centers by mode of general depository. Securities owners are co-owners of securities in general depository according to proportions of their deposited securities.
3. Securities depository centers may take into separate depository registered securities and other assets at the request of owners.

1. The transfer of securities ownership over securities already registered at securities depository centers shall be made through those securities depository centers.
2. The effect of the transfer of securities ownership at securities depository centers is provided as follows:
a/ If securities are already deposited in a concentrated manner at a securities depository center, the transfer of securities ownership becomes effective on the date of taking book entries on securities depository accounts at such securities depository center;
b/ If securities are not yet deposited in a concentrated manner at a securities depository center, the transfer of securities ownership becomes effective on the date those securities are recorded in registers managed by such securities depository center.

1. Clearing and payment of securities transactions are made according to regulations of securities depository centers.
2. Securities payment is made through securities depository centers, while payment of securities transaction money is made through payment banks and in compliance with the principle that securities transfer is conducted simultaneously with monetary payment.

1. Securities in physical or non-physical forms, and other assets of customers managed by securities depository centers or depository members are property of their owners and may not be treated as property of those securities depository centers or depository members.
2. Securities depository centers or depository members shall not use securities deposited by customers at their places for payment of their debts.

1. Securities depository centers and depository members shall protect confidentiality of information related to customers’ securities ownership, and deny investigation, blockade, seizure, appropriation and transfer of customers’ assets without the latter’s consents.

a/ Auditors audit financial statements of securities depository centers or financial statements of depository members;
b/ Customers of securities depository centers or depository members who wish to be informed of their own securities ownership;

1. Payment assistance funds are formed from contributions of depository members for making payments on depository members’ behalf in case they are temporarily insolvent to pay securities transactions.
2. Payment assistance funds are managed by securities depository centers separately from the latter’s assets.
3. Levels of contribution to payment assistance funds, payment assistance modes, modes of management and use of payment assistance funds shall comply with regulations of securities depository centers.

Article 59.-  Establishment and operation of securities companies and securities investment fund management companies
1. Securities companies and securities investment fund management companies (below referred to as fund management companies) shall be organized in the form of limited liability companies or joint-stock companies in accordance with the Enterprise Law.
2. The State Securities Commission shall grant establishment and operation licenses to securities companies and fund management companies. Such a license concurrently serves as a business registration certificate.
2. Securities companies may conduct the securities issuance underwriting operation only when they conduct the securities dealing operation.
3. Apart from the business operations specified in Clause 1 of this Article, securities companies may provide financial consultancy services and other financial services.
2. The business operations specified in Clause 1 of this Article shall all be stated in the establishment and operation license of a fund management company.
3. Apart from the business operations specified in Clause 1 of this Article, fund management companies may mobilize and manage foreign investment funds intended to invest in Vietnam.
Article 62.-  Conditions for grant of establishment and operation licenses to securities companies and fund management companies
1. Conditions for grant of an establishment and operation license to a securities company or a fund management company include:
a/ Having a head office and facilities and equipment to serve securities trading activities. Particularly for securities issuance-underwriting and securities investment consultancy operations, the condition on facilities and equipment is not compulsory;

c/ Its director or general director and staff members conducting securities business operations specified in Clause 1, Article 60 and Clause 1, Article 61 of this Law possess securities practice certificates.
2. Founding shareholders or founding members being individuals must have full civil act capacity and not be currently serving imprisonment sentences or banned by court from doing business. Those being legal persons must be lawfully operating and financially capable of making capital contributions. Founding shareholders or founding members shall use their own capital sources to contribute capital for establishment of securities companies or fund management companies.
Article 63.-  Dossier of application for establishment and operation license of a securities company or a fund management company
1. An application for establishment and operation license of the securities company or fund management company.
2. A written explanation of material and technical foundation for performance of securities business operations.

4. A tentative list of the director or the general director and staff members conducting securities business operations, enclosed with copies of their securities practice certificates.
5. A list of founding shareholders or founding members, enclosed with copies of their identity cards or passports, for individuals, or business registration certificates, for legal persons.
6. Copies of the last year’s financial statements, which are audited by an independent audit organization, of founding shareholders or founding members being legal persons that have contributed ten percent or more of the license applicant’s contributed charter capital.

8. A tentative plan on business operation for the first three years suitable to business operations requested to be licensed, enclosed with professional processes, internal control process and risk management process.

1. The Charter of a securities company or a fund management company must have the following principal contents:

b/ The rights and obligations of securities companies or fund management companies which are not contrary to the provisions of this Law;
c/ The prohibitions and limitations for the securities company or the fund management company and for its director or general director and securities practitioners.
2. The Finance Ministry shall promulgate a model charter of securities companies or fund management companies.

1. Within thirty days after receiving valid dossiers, the State Securities Commission shall grant establishment and operation licenses to securities companies or fund management companies. If refusing to grant licenses, the State Securities Commission shall reply license applicants in writing, clearly stating the reasons therefor.
2. When it is necessary to clarify matters related to dossiers of application for establishment and operation licenses of securities companies or fund management companies, the State Securities Commission may request representatives of founding members or founding shareholders or persons expected to be appointed or recruited to be directors or general directors of license applicants to explain such matters verbally or in writing.

1. Within seven days after being granted establishment and operation licenses, securities companies or fund management companies shall publish those licenses on the State Securities Commission’s media and on an online newspaper or a printed newspaper for three consecutive issues.
2. The publication of an establishment and operation license mentioned in Clause 1 of this Article covers the following principal details:

c/ The serial number of the establishment and operation license, date of issue, and business operations licensed to be conducted;

1. When adding its securities business operations, a securities company granted an establishment and operation license shall request the supplementation of its establishment and operation license.

c/ The amended and supplemented charter which has been adopted by the shareholders’ general assembly or the members’ council or the company’s owner;
d/ The decision of the shareholders’ general assembly and the board of directors or the decision of the members’ council or the company’s owner on addition of securities business operations.
3. Within twenty days after receiving valid dossiers, the State Securities Commission shall grant supplemented establishment and operation licenses. If refusing to grant such a license, the State Securities Commission shall reply the license applicant in writing, clearly stating the reasons therefor.
4. Securities companies granted supplemented establishment and operation licenses shall publish those licenses within the time limit and by the mode specified in Clause 1, Article 66 of this Law.

1. A securities company or a fund management company shall obtain the State Securities Commission’s written approval before making the following changes:

b/ Change of its name; or relocation of its head office, branch, representative office or transaction office;
c/ Change in the ownership of shares or capital contribution portions accounting for ten percent or more of its contributed charter capital due to transactions, except when its stocks have been listed at the stock exchange or the securities trading center;
d/ Suspension of operation, except when the operation suspension is caused by force majeure circumstances.
2. Dossiers and procedures for approval of changes shall comply with the Finance Ministry’s regulations.
3. The time limit for approving a change is fifteen days after the State Securities Commission receives a valid dossier. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reasons therefor.
Article 69.-  Division, separation, merger, consolidation or transformation of securities companies and fund management companies
1. Securities companies and fund management companies that are divided, separated, merged, consolidated or transformed must obtain approval of the State Securities Commission. The time limit for approving the division, separation, merger, consolidation or transformation is thirty days after the State Securities Commission receives a valid dossier. In case of disapproval, the State Securities Commission shall reply in writing, clearly stating the reasons therefor.
2. Dossiers and procedures for approving division, separation, merger, consolidation or transformation shall comply with the Finance Ministry’s regulations.
3. Securities companies and fund management companies shall carry out the division, separation, merger, consolidation or transformation in accordance with the Enterprise Law.
4. Companies newly formed from the division, separation, merger, consolidation or transformation shall carry out procedures of application for re-grant of establishment and operation licenses according to the provisions of Article 63 of this Law.
Article 70.-  Suspension and revocation of establishment and operation licenses of securities companies or fund management companies
1. A securities company or a fund management company is suspended from operation in the following cases:
a/ Its dossier of application for grant or supplementation of establishment and operation license contains untruthful information;

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b/ Upon the expiration of the warning time limit specified in Article 74 of this Law, it still fails to redress the warned situation and has an accumulated loss equal to fifty percent of its charter capital or it no longer satisfies the condition on capital for securities business activities.
c/ It operates for improper purposes or not in ac

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