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THE
GOVERNMENT
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.:
128/2021/ND-CP
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Hanoi,
December 30, 2021
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DECREE
PROVIDING
AMENDMENTS TO GOVERNMENT’S DECREE NO. 156/2020/ND-CP DATED DECEMBER 31, 2020
PRESCRIBING PENALTIES FOR ADMINISTRATIVE VIOLATIONS AGAINST REGULATIONS ON
SECURITIES AND SECURITIES MARKET
Pursuant to the Law on Government
Organization dated June 19, 2015; the Law on amendments to the Law on
Government Organization and the Law on Organization of Local Governments dated
November 22, 2019;
Pursuant to the Law on penalties
for administrative violations dated June 20, 2012 and the Law on amendments to
the Law on penalties for administrative violations dated November 13, 2020;
Pursuant to the Law on Securities
dated November 26, 2019;
Pursuant to the Law on Enterprises
dated June 17, 2020;
Pursuant to the Law on anti-money
laundering dated June 18, 2012;
Pursuant to the Law on
Anti-terrorism dated June 12, 2013;
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The Government promulgates
a Decree providing amendments to the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020
prescribing penalties for administrative violations against regulations on
securities and securities market.
Article 1.
Amendments to Government’s Decree No. 156/2020/ND-CP dated December 31, 2020
1. Clause 1 Article 1 is
amended as follows:
“1. This Decree deals with
administrative violations, penalties, fines, remedial measures, enforcement of
penalties and remedial measures, the power to make records of violations and
the power to impose penalties for administrative violations against regulations
on securities and securities market.”
2. Clause 9 and Clause 10 are added following
Clause 8 Article 3 as follows:
“9. “concealing information
about the actual ownership of one or some securities in order to evade or
assist others in evading obligations to publicly disclose information or
conduct tender offers or regulations on obligations to
comply with the allowable foreign ownership ratio in Vietnam’s securities
market” means the act of reaching an agreement or conducting a transaction or
adopting any other method whereby a party shall provide or allocate cash/assets
to another party that shall buy and own securities using the provided or
allocated cash/assets, and thus the former can evade the obligations to
disclose information or conducting tender offers or
regulations on obligations to comply with the allowable foreign ownership ratio
in Vietnam’s securities market, and includes one, some or all of the following
acts:
a) Concealing information about the actual
ownership of one or some securities in order to evade or assist others in
evading obligations to publicly disclose information of founding shareholders;
major shareholders, groups of related persons holding at least 5% of voting
shares of a public company; investors and groups of related persons holding at
least 5% of fund certificates of a closed-end fund; groups of related foreign
investors holding at least 5% of voting shares of an issuer or at least 5% of
fund certificates of a closed-end fund; internal actors of public company,
public investment company or public fund, and their related persons;
b) Concealing information about the actual
ownership of one or some securities in order to evade or assist others in
evading conducting tender offers for one or some
securities;
c) Concealing information about the actual
ownership of one or some securities in order to directly or indirectly hold
securities in excess of the allowable foreign ownership ratio in a public company or assist others in evading obligations to comply
with the allowable foreign ownership ratio in Vietnam’s securities market.
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3. Some Points of Clauses 1, 2 and 3 Article 4 are
amended as follows:
a) Point c Clause 1 Article 4 is amended as
follows:
“c) Suspension of securities trading
activities for a fixed period of 01 - 12 months;”
b) Point a Clause 2 Article 4 is amended as
follows:
“a) Suspension of tender offer;
securities trading activities or securities services;
securities underwriting; operation of representative office; securities
depository services, clearing and settlement services; securities transactions for a period of 01 - 12 months;”
c) Points a, i, k and n Clause 3 Article 4 are
amended as follows:
“a) Enforced withdrawal of issued or offered
securities; return of payments or deposit for securities(if any) plus interests
calculated according to the interest rate specified on bonds or demand deposit
interest rate announced by the bank at which the violating entity's account is
opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect;
enforced withdrawal of additionally issued shares; enforced withdrawal of
securities offered or issued after the prescribed time
limit; enforced return of securities and any amounts of money that
rightfully belong to clients;
i) Enforced depositing and separate
management of assets and capital of each trustor, each securities investment
fund, securities investment companies managed by the fund management company or
branch of a foreign fund management company in Vietnam;
enforced separate management of trust assets, assets of securities investment
funds and securities investment companies, and assets of the fund management
company or branch of a foreign fund management company in
Vietnam; enforced depositing and separate management of assets of each
securities investment fund, securities investment company, and trustor and
assets of the bank; enforced suspension of securities depositing, clearing
and settlement activities;
k) Enforced separate management of
depository accounts, margin accounts, and clearing margin accounts keeping money and securities of clients at Vietnam
Securities Depository and Clearing Corporation (VSDC), depository members,
clearing members and assets of VSDC, depository members,
clearing members; enforced opening of depository accounts, margin accounts and clearing margin accounts for each
client; enforced separate management of assets and positions of each client, and
separate management of assets and positions of clients and those of clearing members;
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d) Points p, q and r are added following Point o
Clause 3 Article 4 as follows:
“p) Enforced submission of documents for
notification of maximum foreign ownership ratio in a public
company or notification of changes to the maximum foreign ownership
ratio in a public company;
q) Enforced suspension of issuance of bonds in the international market, offering of securities
overseas, issuance of new securities used as the basis for
overseas offering of depositary receipts or provision of assistance in overseas
issuance of depositary receipts representing
shares outstanding in Vietnam;
r) Enforced submission of altered or erased
securities practicing certificate, license or certification.”.
4. Article 5 is amended as follows:
“Article 5. Penalty
imposition rules
1. Organizations and individuals (hereinafter
referred to as “entity”) shall be subject to administrative
penalties for securities or securities market-related violations only if
they commit such violations under the provisions of this Decree.
2. An entity that commits multiple administrative
violations or repeatedly commits administrative violation(s) shall incur
penalties for each violation, unless an entity repeatedly commits violations
which are detected at the same time but have yet to be considered and shall
incur penalties for only a violation while taking the repeat of the violation
into account as an aggravating factor provided that the prescriptive period for
penalty imposition has not yet expired. The entity that repeatedly commits the
following violations shall incur the highest fine amongst other fines for those
committed violations and shall be treated as the repeated violation committed
under aggravating circumstances, including:
a) Failing to submit reports within the prescribed
time limit or failing to submit reports on changes in the ratio of ownership of
shares or fund certificates which varies by more than 1%
of total voting shares or total fund certificates of a
closed-end fund or on the holding of at least 5% of voting shares of a public
company or a public securities investment company or fund certificates of a closed-end fund or on termination of the status of major
shareholders or investors holding at least 5% of fund certificates of a closed-end fund as prescribed in Clause 1 and Clause 6 Article
33 of this Decree;
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c) Failing to submit reports on planned
transactions or conducting transactions beyond the registered transaction
period or the transaction period announced by Vietnam Exchange
(VNX) or disclosed by a subsidiary company or with a transaction value
exceeding the registered one as prescribed in Clause 4 and Clause 5 Article 33
of this Decree;
d) Failing to disclose information within the
prescribed time limit or failing to disclose information which is subject to
compulsory disclosure as prescribed in Point a Clause 3 and Point a Clause 4 Article
42 of this Decree; failing to disclose information within the prescribed time
limit or failing to disclose information which is subject to compulsory
disclosure as prescribed in Point a Clause 2 and Clause 3 Article 43 of this
Decree.
3. Rules for determination of fines:
a) The maximum fine imposed upon an organization or
individual for committing the violation prescribed in Clause 1 Article 35 or
Clause 1 Article 36 of this Decree shall be respectively 10 times or 05 times
the illegal gains or proceeds from the violation. Where no illegal gains or
proceeds are obtained from the violation or the fine calculated
according to the illegal gains or proceeds is
smaller than the maximum fine specified in Point b
of this Clause, the the maximum fine specified in Point b of this Clause shall be
imposed;
b) The maximum fine for other securities-related
violations shall be VND 3.000.000.000 if committed by an organization or VND
1.500.000.000 if committed by an individual;
c) The fines prescribed in Chapter II of this Decree are imposed upon violating organizations, except the
cases in Clauses 3, 4 and 5 Article 15 and Clause 2 Article 30 of this Decree in which the fines are imposed upon individuals, and the
cases in Clause 3 and Clause 5 Article 39 of this Decree
in which both fines impose upon organizations and those impose upon individuals
are specified. The fine imposed upon an individual shall be a
half of the fine imposed upon an organization for committing the same
violation.”
5. Article 6 is amended as follows:
“Article 6. Prescriptive
period for imposition of penalties for securities-related violations
1. The prescriptive period for
imposition of penalties for securities-related
violations shall comply with the provisions of Article 6 of the Law on penalties for administrative violations.
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a) The prescriptive period of an in-progress
administrative violation shall start from the time when the violation is
detected by the competent law enforcement officer;
b) As for completed administrative violations, the
prescriptive period shall start from the time when that violation terminates.
3. The time of termination of some
violations prescribed in Chapter II of this Decree which is used for determining the prescriptive
period of such violations shall be determined as follows:
a) As for violations against regulations on
offering and issuance of securities specified in Point a Clause 5 Article 8,
Points a, b or c Clause 5 Article 10, or Clause 2 Article 12 of this Decree,
the time of termination of such violations shall be the date of completion of
receipt of payments for securities or the record date or the date of transfer
of the share ownership;
b) As for the late submission of application for
registration of public company prescribed in Clauses 1, 2, 3 and 4, Point a
Clause 5, Clause 6 and Clause 7 Article 13 of this Decree, the time of termination
of such violations shall be the date on which the application is submitted to
the State Securities Commission of Vietnam (SSC);
c) As for the late submission of application for
listing or registration of securities prescribed in Clause 3 Article 18 of this
Decree, the time of termination of that violation shall be the date on which
securities are traded first on the trading system;
d) As for the acts of erasure or alteration of the
license, certificate of registration of representative office, or securities
practicing certificate prescribed in Point a Clause 4 Article 24, Point b
Clause 5 Article 30, or Point b Clause 4 Article 32 of this Decree, the time of
termination of such acts of violation shall be the date on which the license,
certificate of registration of representative office, or securities practicing
certificate is erased or altered. If such date of erasure or alteration cannot
be determined, the time of termination of such acts of violation shall be the
date on which the license, certificate of registration of representative
office, or securities practicing certificate is found to be erased or altered;
dd) As for
violations against regulations on reporting and
information disclosure prescribed in Point a Clause 3 Article 42, Point a Clause
2 Article 43 of this Decree, the time of termination of such violations
shall be the reporting date or the date of information
disclosure.
e) As for the acts of concealing information about
the actual ownership of one or some securities in order to evade or assist
others in evading obligations to publicly disclose information or conduct tender offers or regulations on obligations to comply with the
allowable foreign ownership ratio in Vietnam’s securities market as prescribed
in Clause 4 Article 34 of this Decree, the time of termination of such
violations shall be the date on which the violating entity discloses
information as prescribed or sells securities to reduce their ownership ratio
to below the one requiring the tender offer or sells
securities to comply with the allowable foreign ownership ratio in a public company.”
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“1. When discovering the violations
in Clause 6 and Clause 7 Article 8, Clause 2 and Clause 3 Article 9, Clause 3
Article 11, Clause 3 and Clause 4 Article 12, Clause 8 Article 13, Clause 4 and
Clause 5 Article 18, Clause 4 Article 19, Clause 6 Article 24, Clause 3 Article
28, Clause 4 Article 31, Clause 4 Article 34, Clause 1 Article 35, Clause 1
Article 36, Clause 3 Article 38, Clause 5a Article 42,
Point d Clause 4 and Point b Clause 6 Article 45 of this Decree, the persons competent to impose penalties shall immediately transfer the case files of such violations to competent criminal proceeding agencies as prescribed in Clauses 1,
2 and 4 Article 62 of the Law on penalties for administrative violations.”
7. Some Points of Clauses 1, 2, 3, 4,
5 and 9 Article 8 are amended as
follows:
a) Point c Clause 1 Article 8 is amended as
follows:
“c) Failing to disclose or submit the report on use
of funds or proceeds earned from an offering or issuance for project
execution which has been audited by an accredited audit organization at the
annual the General Meeting of Shareholders (GMS), the
Board of Members and the company’s owner, or failing to include it in the
audited annual financial statements, except private place of corporate bonds.”
b) Point c Clause 2 Article 8 is amended as
follows:
“c) Failing to transfer the proceeds
of the offering to the escrow account; using the proceeds of the offering
before SSC gives written confirmation of offering results;”
c) Points b, c and d Clause 3 Article 8 are amended as follows:
“b) Carrying out the offering
or private placement of securities against the plan
registered with SSC or the plan included in the approved application for
offering or private placement;
c) Disclosing information for advertising or
soliciting investors to buy offered or privately placed securities; advertising
the offering or private placement of securities on the media;
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d) Points a and
b Clause 4 Article 8 are amended as follows:
“a) Making changes in the plan for use of funds or
proceeds from the offering or private placement without obtaining approval from
the GMS, the Board of Directors, the Board of Members or the company’s owner,
or making changes in the plan for use of proceeds from the offering or private
placement before obtaining authorization from the GMS; making changes in the
plan for use of funds or proceeds from the offering or private placement with
the authorization from the GMS but the changed value is 50% or more of the
generated funds or proceeds, except offering of non-convertible bonds, bonds
without warrants under a plan approved by the Board of Directors; failing to
report changes in the plan for use of funds or proceeds from the offering or
private placement to the nearest GMS;
b) Using the proceeds of the private
placement against the plan approved by GMS, Board of Directors, Board of
Members or Company’s President, or the information disclosed to investors or
the report submitted to or approved by competent authorities.”
dd) Point b Clause 5 Article 8
is amended and Point c is added following Point b Clause 5 Article 8 as follows:
“b) Failing to ensure the satisfaction of
conditions for offering or private placement of bonds; failing to ensure the
accuracy and truthfulness of the documents included in the bond offering or
private placement dossier which can be verified and must include adequate
contents as prescribed;
c) Changing terms and conditions of offered bonds,
unless such changes are permitted by law.”
e) Points a, c, dd and e Clause 9 Article 8 are amended as follows:
“a) The entity committing the violation in Point a
or b Clause 3, Point b Clause 4 or Point c Clause 5 of this Article is
compelled to withdraw the offered or issued securities, and return payments or
deposit for securities (if any) plus interests on such amounts within 15 days
from the date of receipt of the investor’s request in case securities have been
offered or issued. Investors are required to
send their requests within 60 days from the date on which
the decision to enforce this measure takes effect. The interest on
payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the
violating entity's account is opened for receiving payments or deposit for
securities at the time the decision to enforce this
measure takes effect. The interest on payments or deposit for bonds
shall be calculated according to the interest rate specified on bonds.
c) The violating entity is compelled
to obtain the approval from the nearest GMS, Board of Directors, Board of Members or Company's President for
changes in the plan for use of funds or proceeds
from offering or private placement in case of commission of the
violation in Point a Clause 4 of this Article;
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e) The entity committing any
of the violations in Point a Clause 5,
Clause 6 and Clause 7 of this Article is compelled to
withdraw the offered or issued securities, and return payments or deposit for
securities (if any) plus interests on such amounts within 60 days from the date
on which the decision to enforce this measure takes effect in
case securities have been offered or issued. The interest on payments or
deposit for securitiesshall be calculated according to the demand deposit
interest rate announced by the bank at which the violating entity's account is
opened for receiving payments or deposit for securities at the time the
decision to enforce this measure takes effect. The interest on payments or
deposit for bonds shall be calculated according to the interest rate specified
on bonds.”
8. Points a and
b Clause 5 Article 9 are amended as follows:
“a) The entity committing the
violation in Clause 1 of this Article is compelled to
withdraw the offered securities, and return payments or deposit for securities
(if any) plus interests on such amounts within 15 days from the date of receipt
of the investor’s request in case securities have been offered to the
public. Investors are required to send their requests within 60
days from the date on which the decision to enforce this measure takes effect.
The interest on payments or deposit for securities shall be calculated
according to the demand deposit interest rate announced by the bank at which
the violating entity's account is opened for receiving payments for securities
or deposit at the time the decision to enforce this measure takes effect. The
interest on payments or deposit for bonds shall be calculated according to the
interest rate specified on bonds.
b) The entity committing any of the
violations in Clause 2 and Clause 3
of this Article is compelled to withdraw the offered securities, and return
payments or deposit for securities (if any) plus interests on such amounts
within 60 days from the date on which the decision to enforce this measure
takes effect in case securities have been offered to the public. The interest on payments or deposit for securities shall be
calculated according to the demand deposit interest rate announced by the bank
at which the violating entity's account is opened for receiving payments or
deposit for securities at the time the decision to enforce this measure takes
effect. The interest on payments or deposit for bonds shall be calculated
according to the interest rate specified on bonds.”
9. Point b Clause 4 and Point a
Clause 8 Article 10 are amended as follows:
a) Point b Clause 4 Article 10 is
amended as follows:
“b) Making changes in the plan
for use of funds or proceeds from the public offering without obtaining
approval from the GMS or before obtaining authorization from the GMS, or making
changes in the plan for use of funds or proceeds from the public offering with
the authorization from the GMS but the changed value is 50% or more of the
generated funds or proceeds, except offering of non-convertible bonds, bonds
without warrants under a plan approved by the Board of Directors; using funds or proceeds of the public
offering against the plan approved by GMS or the information
disclosed to investors or the report submitted to SSC; failing to report
changes in the plan for use of funds or proceeds from the public offering to
the nearest GMS.”
b) Point a Clause 8 Article 10 is
amended as follows:
“a) The entity committing any of the
violations in Point a Clause 4, Points a, b, c Clause 5
and Clause 6 of this Article is compelled to withdraw the offered securities,
and return payments or deposit for securities (if any) plus interests on such
amounts within 60 days from the date on which the decision to enforce this
measure takes effect. The interest on payments or deposit for securities shall
be calculated according to the demand deposit interest rate announced by the
bank at which the violating entity's account is opened for receiving payments
or deposit for securities at the time the decision to enforce this measure
takes effect. The interest on payments or deposit for bonds shall be calculated
according to the interest rate specified on bonds.”
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a) Clause 1a is
added following Clause 1 Article 11 as follows:
“1a. A fine ranging from VND
100.000.000 to VND 200.000.000 shall be imposed for committing one of the
following violations:
a) Failing to open an escrow account to receive payments for shares at a licensed bank
or foreign bank branch as prescribed by the law on foreign
exchange management;
b) Failing to transfer the proceeds from the
offering to the escrow account;
c) Using money in the escrow account before
obtaining SSC’s written confirmation of report on offering or issuance
results.”
b) Point b Clause 2 Article 11 is
amended as follows:
“b) Conducting issuance of bonds in
the international market, offering of securities overseas, issuance of new
securities used as the basis for overseas offering of depositary
receipts or provision of assistance in overseas issuance of depositary receipts representing shares outstanding in Vietnam without following procedures for
registration with competent authorities or against the plan registered
with competent authorities or before obtaining approval from
competent authorities.”
c) Clause 4 Article 11 is amended as
follows:
"4. Remedial measures:
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b) The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 3 of this Article.”
11. Clause 1a is added following
Clause 1 Article 12 and Point b Clause 1, Point c Clause 6
Article 12 are amended as follows:
a) Clause 1a is added following
Clause 1 Article 12 as follows:
“1a. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be
imposed for failing to transfer the proceeds of the additional issuance to the escrow account opened at a licensed bank or foreign bank branch;
using the proceeds of the issuance before obtaining SSC’s written confirmation
of report on issuance results.”
b) Point b Clause 1 Article 12 is
amended as follows:
“b) Conducting the additional
issuance of shares against the plan submitted to or registered with SSC
or failing to conduct the additional issuance of shares within the prescribed
time limit.”
c) Point c Clause 6 Article 12 is
amended as follows:
“c) The entity committing any
of the violations in Clause 3 and Clause 4 of this Article is compelled to withdraw the additionally
issued shares, and return payments or deposit for shares (if any) plus
interests on such amounts which are calculated according
to the demand deposit interest rate announced by the bank at which the
violating entity's account is opened for receiving payments or deposit for
shares at the time the decision to enforce this measure takes effect in case
shares have been additionally issued. The withdrawal of securities and return
of money to investors must be completed within 60 days from the date on which the decision to enforce this measure takes effect.”
12. Clause 2 Article 14 is amended as
follows:
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13. Article 15 is amended as follows:
“Article 15. Violations
against regulations on public company administration
1. A fine ranging from VND 10.000.000
to VND 20.000.000 shall be imposed upon a public company for committing one of
the following violations:
a) Failing to develop and submit the internal
regulations on company administration, operating regulations of the Board of
Directors and of the Board of Controllers to GMS; failing to develop operating
regulations of the audit committee in case a public company
applies the organizational and operational model specified in Point
b Clause 1 Article 137 of the Law on enterprises; failing to specify the application of
advanced information technology that allows shareholders to participate in and
make comments at online meetings of GMS, cast electronic votes or otherwise
vote electronically in the internal regulations on company administration;
b) Failing to designate the
company’s executive officers.
2. A fine ranging from VND 20.000.000
to VND 30.000.000 shall be imposed upon a public company
for failing to record remunerations of each member of the Board of Directors,
salaries of General Director (Director) and other executive officers in a separate section of the company’s annual financial statements,
and report them at the annual GMS.
3. A fine ranging from VND 30.000.000
to VND 50.000.000 shall be imposed upon individuals mentioned in this Clause
for committing one of the following violations:
a) Independent members of the Board
of Directors of a listed company fail to prepare reports on performance
of the Board of Directors;
b) Chairperson of the Board of
Directors, Head of the Board of Controllers or chairperson of the audit
committee fails to ensure their annual meetings as prescribed.
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5. A fine ranging from VND 70.000.000
to VND 100.000.000 shall be imposed upon individuals mentioned in this Clause
for committing one of the following violations:
a) Chairperson of Board of Directors
concurrently holds the position of General Director (Director)
of the same public company; a member of the Board of Directors of
a public company also acts as a member of Board of Directors of more than 05
other companies;
b) Chairperson or member of the Board
of Directors, General Director (Director) or another executive officer of the
public company executes contracts or conducts transactions
before obtaining approval from the GMS or Board of Directors.
6. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a public company for
committing one of the following violations:
a) Failing to ensure the number of members of the Board of Directors or the Board of Controllers; failing to
ensure that at least 1/3 of the members of its Board of Directors are
non-executive members; failing to ensure the composition and number of
independent members of the Board of Directors; failing to ensure that members
of the Board of Directors, the Board of Controllers and
the audit committee meet standards and eligibility requirements, and are not
subject to any cases prescribed by law; failing to establish an audit committee
affiliated to the Board of Directors or failing to ensure
the composition and number of members of the audit committee;
b) Failing to invite representative
of the accredited audit organization that has audited the
Company’s annual financial statements to participate in the annual GMS in case
the auditor's report on annual financial statements contains qualified
opinions, adverse opinions or disclaimer of opinions;
c) Committing violations
against regulations on transactions with shareholders, executive
officers and their related persons;
d) Failing to enter into written contracts when
conducting transactions with related persons.”
14. Article 15a is added following
Article 15 as follows:
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1. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be
imposed upon a public company for failing to notify
changes in the maximum foreign ownership ratio within the time limit specified
in Article 141 of the Government's Decree
No. 155/2020/ND-CP dated December 31, 2020.
2. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be
imposed upon a public company for failing to notify the
maximum foreign ownership ratio or changes thereof.
3. Remedial measure:
The violating entity is compelled to notify the
maximum foreign ownership ratio in the public company or changes thereof within
07 days from the date on which the decision to enforce this measure takes
effect in case of commission of the violation in Clause 2 of this Article.”
15. Heading of Article
16 and some Points of Clauses 1 and 2 Article 16 are amended as
follows:
a) Heading of Clause 16 is amended as
follows:
“Article 16. Violations
against regulations on repurchase of shares and sale of treasury shares”
b) Point c is added following Point b
Clause 1 Article 16 as follows:
“c) Selling treasury shares before the prescribed
time limit; failing to complete the sale of treasury shares within the
prescribed time limit.”
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“b) Repurchasing shares without fulfilling share
repurchase conditions; repurchasing shares in case such repurchase is not
allowed;
dd) Selling repurchased shares, except cases
specified in Clause 7 Article 36 of the Law on Securities and Clause 4 Article 310 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020;
e) Selling treasury shares without submitting
report to SSC or against the plan submitted to SSC or the information publicly
disclosed."
16. Some Points of Clauses 1, 2 and 3
Article 17 are amended as follows:
a) Points a, dd, e, g and k Clause 1 Article 17 are amended as follows:
“a) Directly or indirectly purchasing
or subscribing shares, call option for shares, warrants
and convertible bonds of the target company or closed-end fund certificates of
the target investment fund, call option for closed-end fund certificates of the
target investment fund outside the tender offer;
dd) Failing to conduct tender offer transactions
within the time limit prescribed in Article 93 of the
Government’s Decree No. 155/2020/ND-CP
dated December 31, 2020;
e) Refusing to purchase shares from shareholders
of the target company or closed-end fund certificates from
investors of the target investment fund;
0>g) Mua cổ phiếu của công ty mục
tiêu hoặc chứng chỉ quỹ Dóng của quỹ Dầu tư mục tiêu theo Diều khoản khác với
Diều khoản Dược công bố trong Bản công bố thông tin chào mua công khai hoặc Bản
cáo bạch;<}84{>) Purchasing shares of the target company or closed-end fund
certificates of the target investment fund under the terms and conditions
other than those specified in the tender offer declaration
or the prospectus;
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b) Point b Clause 2 Article 17 is
amended as follows:
“b) Failing to ensure that the entity
making the tender offer has sufficient funds to carry out the tender offer by the official tender offer date written in the application in
case it is paid for with money.”
c) Points b and c Clause 3 Article 17 are amended as follows:
“b) Carrying out
the tender offer before obtaining SSC’s approval or before the entity making
the tender offer publicly discloses information about the
tender offer according to the method prescribed by law; carrying out the
tender offer against the plan registered with SSC;
c) Withdrawing the tender offer in
cases which are not specified in the tender offer declaration or the prospectus
as prescribed by law or before submitting a report on such withdrawal of
tender offer to SSC or before obtaining SSC’s approval.”
17. Article 21 is amended as follows:
“Article 21. Violations
against regulations on management of listing and registration for
trading of securities by VNX and its subsidiaries
1. A fine ranging from VND 200.000.000
to VND 300.000.000 shall be imposed upon VNX or its subsidiary for failing to
take actions against listed organizations that fail to maintain their
fulfillment of listing requirements as prescribed.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for
approving, changing or cancelling listing or registration of securities against
regulations.”
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“Article 22. Violations against
regulations on management of members of VNX and its
subsidiaries
1. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for
failing to take actions against members that fail to maintain their fulfillment
of eligibility requirements or fail to fulfill member’s obligations as
prescribed by law and comply with VNX’s regulations as prescribed in Article 46
of the Law on Securities.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX for committing one of
the following violations:
a) Granting membership to an entity
that fails to meet eligibility requirements;
b) Suspending or cancelling
membership in contravention of regulations of law.”
19. Article 23 is amended as follows:
“Article 23. Violations against
regulations on trading and supervision of VNX and
its subsidiaries
1. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for
committing one of the following violations:
a) Organizing trading of new
securities, changing trading methods and applying new
trading methods or inaugurating a new trading system
without obtaining SSC’s approval;
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c) Failing to put securities under
alert, control or restriction in accordance with regulations of law and VNX’s
regulations.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for
failing to suspend or terminate trading of securities in accordance with
regulations of law or VNX’s trading regulations.”
20. Point b
Clause 6, Clause 7 Article 24 are amended and Point
c is added following Point b Clause 8 Article 24 as
follows:
a) Point b Clause 6 Article 24 is
amended as follows:
“b) Preparing or certifying the
application for certificate of eligibility to trade derivatives or provide
clearing services or derivatives payment services which contains forged
documents or false information or concealing facts.”
b) Clause 7 Article 24 is amended as
follows:
"7. Additional penalty:
Securities trading activities or securities-related services shall be
suspended for a fixed period of 01 – 03 months in case of commission of
any of the violations in Points b and c Clause 5, and Clause
6 of this Article.”
c) Point c is added following Point b
Clause 8 Article 24 as follows:
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21. Point c Clause 2 and Point dd Clause 3 Article 26 are amended as follows:
a) Point c Clause 2 Article 26 is
amended as follows:
“c) Failing to fulfill
responsibilities of a securities company when rendering securities investment consulting services;
performing prohibited acts when providing securities investment consulting services;”
b) Point dd Clause 3 Article 26 is
amended as follows:
“dd) Committing violations
against regulations on proprietary trading; regulations on
conditions and restrictions on securities underwriting; regulations on
restrictions on investments of the securities company; regulations on issuance
and offering of financial products; or regulations on provision of
consulting services”
22. Point c Clause
1 Article 27 and Points d, h Clause 2 Article 27, and some Points of
Clause 4 Article 27 are amended, and Point k is added
following Point i Clause 2 Article 27 as follows:
a) Point c Clause 1 Article 27 is
amended as follows:
“c) Failing to comply with the charter of
securities investment fund, charter of securities investment company, trust
agreement and contract with the supervisory bank;”
b) Points d, h Clause
2 Article 27are amended and Point k is added following Point i Clause 2 Article 27 as follows:
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h) Conducting asset transactions for
a trustor with the trading value during the year through a securities company exceeding the permissible limits
on total trading value in the year of that trustor;
k) Failing to separate headquarters and information
technology infrastructure with those of other entities; failing to separate
material facilities, personnel and database amongst operations with potential
conflict of interests in the company; failing to separate material facilities,
personnel and database between its financial investments and management of
securities investment funds, management of securities portfolios and securities
investment consulting.”
c) Points b, dd
and l Clause 4 Article 27 are amended as follows:
“b) Using capital and assets of the securities
investment fund or company to make investments in that securities investment
fund or company;
dd) Using assets of the securities investment fund
or company for paying debts, providing loans or guaranteeing any loans of the
company, its related persons or partners; lending trust assets in any form, or
using them as a security for any loans or for paying debts of fund management
company, its related persons or any other entities, except trustors that are
foreigners or foreign organizations duly established under laws of their home
countries and have approved the abovementioned transactions, or trustors that
are also owners of trust assets;
l) Investing in derivatives with funds
of a trustor, or securities
investment fund or company when such use of funds for making investment in derivatives is not permitted in the
trust agreement or charter of the securities investment fund or
company;”
23. Point a Clause 1 Article 28 is
amended as follows:
“a) Failing to revise the application for registration of the private securities
investment company that self-manages its capital when it
is found inaccurate or inadequate or to
contain misleading information or there is any
new information related to the submitted application;”
24. Clauses 3, 4, 5, 6 Article
30 are amended and Clause 7 is added following Clause 6 Article 30 as follows:
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a) Failing to meet requirements when running a representative office;
b) Failing to apply for registration
of representative office operation or running a representative office before
obtaining approval or certificate of representative office operation.
4. A fine ranging from VND
200.000.000 to VND 400.000.000 shall be imposed for performing business
operations in Vietnam beyond the licensed scope of operation of the
representative office of a foreign securities company or foreign fund
management company in Vietnam.
5. The certificate of representative
office operation shall be suspended for a fixed period of
18 - 24 months if the securities trading organization commits one of the
following violations:
a) Representing another organization;
transferring certificate of representative office operation to another entity;
b) Erasing or altering contents of
the certificate of representative office operation.
6. Additional penalty:
The certificate of representative
office operation shall be suspended for a
fixed period of 03 - 06 months in case of commission of the violation in Clause
4 of this Article.
7. Remedial measures:
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b) The violating entity is compelled
to return the altered and/or erased certificate in case of
commission of the violation in Point b Clause 5 of this
Article.”
25. Clause 1, point a Clause 3 and Clause 4 Article 31 are
amended as follows:
a) Clause 1 Article 31 is amended as
follows:
"1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for failing to make
revisions to the application for establishment of private fund
when it is found inaccurate or
inadequate or to contain misleading information or there
is any new information related to the submitted application.”
b) Point a Clause 3 Article 31 is
amended as follows:
“a) Failing to follow procedures for application
for registration of a private fund in
accordance with regulations of law or establishing a private fund
without fulfilling conditions as prescribed by law; failing to identify
professional securities investors when they purchase securities upon
registration of a private fund;”
c) Clause 4 Article 31 is amended as
follows:
"4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for preparing or making
certification on the application for establishment of private fund which
contains false information or conceals true information.”
26. Clauses 3, 7 and 8 Article 32 are
amended as follows:
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“3. Securities practicing
certificate shall be suspended for a fixed period of 06 - 12 months if a certified securities professional concurrently works at another
entity that has ownership relation with the securities
company or securities investment fund management company where he/she is
working.”
b) Clause 7 Article 32 is amended as
follows:
"7. Additional penalties:
a) The securities practicing certificate shall be suspended for a fixed period
of 01 - 03 months in case of commission of the violation in Point a Clause 4 of
this Article;
b) The securities practicing certificate shall be suspended for a fixed period
of 06 - 12 months in case of commission of any of the
violation in Clause 5 and Clause 6 of this Article.
c) Clause 8 Article 32 is amended as
follows:
"8.
Remedial measures:
a) The violating entity is compelled
to return any benefits illegally obtained from the leasing of securities practicing certificate as prescribed in Point a Clause 4 of this Article;
b) The violating entity is compelled
to return the altered and/or erased securities practicing
certificate in case of commission of the violation in Point b Clause 4 of this
Article;
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27. Article 33 is amended as follows:
“Article 33. Violations
against regulations on transactions of founding shareholders; major
shareholders, groups of related persons holding at least 5% of voting shares of
a public company; investors and groups of related persons holding at least 5%
of fund certificates of a closed-end fund; groups of related foreign investors
holding at least 5% of voting shares of an issuer or at least 5% of fund
certificates of a closed-end fund; internal actors
of public companies, public investment companies, public funds, and their
related persons
1. A fine ranging
from VND 25.000.000 to VND 35.000.000 shall be imposed for failing to
submit reports within the prescribed time limit on changes in the ratio of
ownership of shares or fund certificates which varies by more than 1% of total voting shares or total fund
certificates of a closed-end fund and a fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed for failing to submit
reports on changes in the ratio of ownership of shares or fund certificates
which varies by more than 1% of total voting
shares or total fund certificates of a closed-end fund.
2. Failing to submit reports
on transaction results within the prescribed time limit shall be fined
according to the value of securities registered for trading calculated at their
face value (for shares, convertible bonds
and fund certificates) or latest issuance price (for covered
warrants) or transfer price (for rights to buy shares or convertible
bonds or fund certificates). To be specific:
a) A warning shall be imposed if the value of
registered securities is from VND 50.000.000 to under VND 200.000.000;
b) A fine ranging from VND 2.500.000
to VND 5.000.000 shall be imposed if the value of registered securities
is from VND 200.000.000 to under VND 400.000.000;
c) A fine ranging from VND 5.000.000
to VND 10.000.000 shall be imposed if the value of registered securities is
from VND 400.000.000 to under VND 600.000.000;
d) A fine ranging from VND 10.000.000
to VND 15.000.000 shall be imposed if the value of registered securities is
from VND 600.000.000 to under VND 1.000.000.000;
dd) A fine ranging from VND
15.000.000 to VND 25.000.000 shall be imposed if the value of registered
securities is from VND 1.000.000.000 to under VND 3.000.000.000;
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g) A fine ranging from VND 35.000.000
to VND 50.000.000 shall be imposed if the value of registered securities is
from VND 5.000.000.000 to under VND 10.000.000.000;
h) A fine ranging from VND 50.000.000 to VND 75.000.000 shall be imposed if the
value of registered securities is VND 10.000.000.000 or more.
3. Failing to submit reports on
transaction results shall be fined according to the value of securities
registered for trading calculated at their face value (for shares, convertible
bonds and fund certificates) or latest issuance price (for covered warrants) or
transfer price (for rights to buy shares or convertible bonds or fund
certificates). To be specific:
a) A warning shall be imposed if the
value of registered securities is from VND 50.000.000 to under VND 200.000.000;
b) A fine ranging from VND 5.000.000
to VND 10.000.000 shall be imposed if the value of registered securities is
from VND 200.000.000 to under VND 400.000.000;
c) A fine ranging from VND 10.000.000
to VND 20.000.000 shall be imposed if the value of registered securities is
from VND 400.000.000 to under VND 600.000.000;
d) A fine ranging from VND 20.000.000
to VND 30.000.000 shall be imposed if the value of registered securities is
from VND 600.000.000 to under VND 1.000.000.000;
dd) A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed if the value of registered
securities is from VND 1.000.000.000 to under VND 3.000.000.000;
e) A fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed if the value of registered securities is
from VND 3.000.000.000 to under VND 5.000.000.000;
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h) A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed if the value of registered
securities is VND 10.000.000.000 or more.
4. Conducting transactions
beyond the registered transaction period or the transaction period announced by
VNX or disclosed by a subsidiary company or with a transaction value exceeding
the registered one shall be fined according to the value of actually traded
securities calculated at their face value (for shares,
convertible bonds and fund certificates) or latest issuance price (for covered
warrants) or transfer price (for rights to buy shares or convertible bonds or
fund certificates). To be specific:
a) A warning shall be imposed if the
value of traded securities is from VND 50.000.000 to under
VND 200.000.000;
b) A fine ranging from VND 5.000.000
to VND 10.000.000 shall be imposed if the value of traded securities is from VND 200.000.000 to under VND 400.000.000;
c) A fine ranging from VND 10.000.000
to VND 20.000.000 shall be imposed if the value of traded securities is from
VND 400.000.000 to under VND 600.000.000;
d) A fine ranging from VND 20.000.000
to VND 30.000.000 shall be imposed if the value of traded securities is from
VND 600.000.000 to under VND 1.000.000.000;
dd) A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed if the value of traded securities is from VND 1.000.000.000 to under VND 3.000.000.000;
e) A fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed if the value of traded
securities is from VND 3.000.000.000 to under VND 5.000.000.000;
g) A fine ranging from VND 70.000.000
to VND 100.000.000 shall be imposed if the value of traded securities is from
VND 5.000.000.000 to under VND 10.000.000.000;
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5. Failing to submit reports
on planned transactions shall be fined according to the value of actually
traded securities calculated at their face value (for shares,
convertible bonds and fund certificates) or latest issuance price (for covered
warrants) or transfer price (for rights to buy shares or convertible bonds or
fund certificates). To be specific:
a) A fine ranging from VND 5.000.000
to VND 10.000.000 shall be imposed if the value of traded securities is from
VND 50.000.000 to under VND 200.000.000;
b) A fine ranging from VND 10.000.000
to VND 20.000.000 shall be imposed if the value of traded securities is from
VND 200.000.000 to under VND 400.000.000;
c) A fine ranging from VND 20.000.000
to VND 40.000.000 shall be imposed if the value of traded securities is from
VND 400.000.000 to under VND 600.000.000;
d) A fine ranging from VND 40.000.000
to VND 60.000.000 shall be imposed if the value of traded securities is from
VND 600.000.000 to under VND 1.000.000.000;
dd) A fine ranging from VND
60.000.000 to VND 100.000.000 shall be imposed if the value of traded securities is from VND 1.000.000.000 to under VND 3.000.000.000;
e) A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed if the value of traded
securities is from VND 3.000.000.000 to under VND 5.000.000.000;
g) A fine ranging from VND
150.000.000 to VND 250.000.000 shall be imposed if the value of traded
securities is from VND 5.000.000.000 to under VND 10.000.000.000;
h) A fine ranging from 3% to 5% of the
value of actually traded securities shall be imposed if the value of traded
securities is VND 10.000.000.000 or more. If the fine calculated according to
this Point is higher than the maximum fine specified in Point b Clause 3
Article 5 of this Decree, the later shall be imposed.
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7. Additional penalties:
a) Securities trading activities shall be suspended for a fixed period
of 01 – 03 months in case of commission of the violation in Point h Clause 4 of this Article;
b) Securities trading activities
shall be suspended for a fixed period of 03 – 05 months in case of commission
of the violation in Point h Clause 5 of this Article.”
28. Clause 1 and Clause 4 Article 34 are
amended as follows:
“1. Securities trading
activities shall be suspended for a fixed period of 06 - 12 months in case an investor allows another person to use account to trade securities or hold securities
for others for the purpose of manipulating securities market.
4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for concealing
information about the actual ownership of one or some securities in order to
evade or assist others in evading obligations to publicly disclose information
or conduct tender offers or regulations on obligations to
comply with the allowable foreign ownership ratio in Vietnam’s securities
market.”
29. Clause 1 Article 35 is amended as
follows:
“1. A fine that is 10 times the
illegal gain but is not smaller than
the maximum fine specified in Point b Clause 3 Article 5 of this Decree shall be imposed for using internal information for trading securities. If the illegal
gain cannot be determined or the fine calculated according to the
illegal gain is smaller than the maximum fine specified in Point b Clause 3 Article 5 of this
Decree, the maximum fine specified in Point
b Clause 3 Article 5 of this Decree shall be
imposed.”
30. Clause 1 Article 36 is amended as
follows:
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31. Clauses 2, 4 and 5 Article 38 are
amended as follows:
"2. A fine ranging from VND
50.000.000 to VND 70.000.000 shall imposed upon a securties company, commercial
bank, foreign bank branch or branch of a securties company or commercial bank for providing securities depository, clearing and settlement services before satisfying conditions, or providing
securities depository, clearing and settlement services before obtaining certificate of securities depository
registration, decision to approve the provision of securities depository
services, certificate of eligibility to provide securities clearing and settlement services, SSC’s written notice of receipt of report on
authorization to provide securities depository services or VSDC’s approval of
membership.
4. Additional penalty:
Provision of securities depository,
clearing and settlement services shall be suspended for a fixed
period of 01 – 03 months in case of commission of any of the violations in Clause 1 and Clause 3 of this Article.
5. Remedial measures:
a) The violating entity is compelled to suspend depository, clearing and settlement services in case of
commission of the violation in Clause 2 of this Article;
b) The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 3 of this Article.”
32. The first paragraph of Clause 2 Article 39, the first paragraph of
Clause 3 Article 39, some Points of Clause 3 Article 39, Clause
6 Article 39 and Point a Clause 7 Article 39 are amended as follows:
a) The first paragraph of Clause 2
Article 39 is amended as follows:
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b) The first paragraph of Clause 3
Article 39 is amended as follows:
"3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon VSDC, depository members, applicants for registration and depositing of bonds and clearing member, and a fine ranging from VND
50.000.000 to VND 75.000.000 shall be imposed upon employees of depository members or clearing members for committing one of the following violations:”
c) Points a and dd Clause 3 Article 39 are
amended as follows:
“a) Failing to accurately record
assets, rights to assets and inerests relevant to deposited assets of clients; making incorrect accounting on securities depository
accounts, position accounts, margin accounts or
clearing accounts; making late payments or failing to transfer the
ownership of registered securities through VSDC, or transferring the
ownership of bonds in contravention of law;
dd) Failing to separately manage
depository accounts, margin accounts and clearing margin accounts keeping money and securities of clients at VSDCC, depository members, and clearing members and their assets;
failing to open depository accounts and margin accounts for each client, and
separately manage assets and positions of each client, and assets and positions
of clients and those of clearing members;”
d) Clause 6 Article 39 is amended as
follows:
"6. Additional penalties:
a) Securities depository,
clearing and settlement services shall be suspended for a fixed
period of 01 – 03 months if the depository member or clearing
member commits the violation in Clause 5 of this Article;
b) Securities practicing certificate shall be suspended for a fixed period
of 01 - 03 months if a certified securities professional
commits any of the violations in
Clause 3 and Clause 5 of this Article.”
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“a) The violating entity is compelled
to separately manage depository accounts, margin
accounts, and clearing margin accounts
keeping money and securities of clients at VSDC, depository members, clearing
members and their assets; open depository accounts,
margin accounts and clearing margin accounts
for each client; separately manage assets and positions of
each client, and separately manage assets and positions of
clients and those of clearing members in case of
commission of the violation in Point dd Clause 3 of this Article within a
maximum period of 06 months from the date on which the decision to enforce this
measure takes effect;”
33. Point a
Clause 2 Article 42, Clause 5 Article 42, and Clause 6
Article 42 are amended and Clause 5a and Clause 5b are added following
Clause 5 Article 42 as follows:
a) Point a Clause 2 Article 42 is
amended as follows:
“a) Failing to fully comply with regulations on media, form or
language used for disclosing information;”
b) Clause 5 Article 42 is amended as
follows:
“5. A fine ranging from VND 100.000.000 to VND 200.000.000 shall be
imposed for disclosing false information.”
c) Clause 5a and Clause 5b are added
following Clause 5 Article 42 as follows:
"5a. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for
providing false information or concealing information in securities activities
specified in Clause 1 Article 12 of the Law on Securities.
5b. Additional penalty:
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d) Clause 6 Article 42 is amended as
follows:
"6.
Remedial measure:
The violating entity is compelled to
remove or correct information in case of commission of any of the violations in Clause 5 and Clause 5a of this Article.”
34. Clause 3 and Clause 4 Article 43 are amended, and Clause 3a is added following Clause 3 Article 43 as follows:
a) Clause 3 Article 43 is amended as
follows:
“3. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be
imposed for failing to submit reports on the information which
must be reported as prescribed by law or at the request of SSC as prescribed in
Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law
on Securities.”
b) Clause 3a is added following
Clause 3 Article 43 as follows:
“3a. A fine ranging from VND 100.000.000 to VND 200.000.000 shall be
imposed for submitting reports containing false or inaccurate information.”
c) Clause 4 Article 43 is amended as
follows:
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The violating entity is compelled to
submit reports containing accurate information in case of commission of the
violation in Clause 3a of this Article.”
35. Point a Clause 2 Article 44 is
amended as follows:
“a) Failing to notify the audited
entity when detecting any violations against laws and regulations on
preparation and presentation of audited financial statements or failing to
suggest measures for preventing, remedying and taking actions against violations to the audited entity or failing to specify opinions in the
auditor’s report or management letter according to audit standards in case the
audited entity fails to remedy or take actions against
violations;”
36. Clause 5 Article 45 is amended as
follows:
"5. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a
subsidiary of VNX for failing to retain and update basic
information about the organizational structure, founders and beneficial owners
of listed enterprises as prescribed in Clause 1 Article 18 of the Law on
anti-money laundering.”
37. Some Points of Clauses 1, 2 and 3
Article 47 are amended as follows:
a) Point d Clause 1 Article 47 is amended as follows:
“d) Securities trading
activities shall be suspended according to Clause 1 Article 34 of
this Decree;”
b) Point d Clause 2 Article 47 is amended as follows:
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c) Point d
Clause 3 Article 47 is amended as follows:
“d) Securities trading activities
shall be suspended for a fixed period; certificate of representative office
operation and securities practicing certificate shall be suspended for a fixed
period;”
38. Clause 2 Clause 48 is
amended and Clause 3 is added following
Clause 2 Article 48 as follows:
“2. When detecting any administrative
violations prescribed herein, officials of SSC that carry out inspection
of securities and securities market-related activities, on-duty
finance officials, officials, public employees and
competent persons who are performing their tasks under legislative documents or administrative documents issued by competent authorities or persons
shall promptly make and transfer records of administrative violations to the
persons competent to impose penalties.
3. Persons competent to impose
administrative penalties may impose administrative penalties without needing to
issue records of administrative violations in case a warning is imposed for the
violation in Clause 1 Article 13, Point
a Clause 1 Article 14, Point a Clause 2, Point a Clause
3 and Point a Clause 4 Article
33, Clause 1 Article 42, Point a Clause 1 Article
44 of this Decree, except the administrative violations
detected using technical and professional devices and equipment.”
39. Clause 1 and Clause 3 are amended and Clause 4 is added
following Clause 3 Article 49 as follows:
“1. When imposing the additional
penalty which is suspension of securities trading activities
and securities services as prescribed in Point a Clause 2 Article 20, Point a
Clause 7 Article 24, Point a Clause 7 Article 26, Point b Clause 6 Article 27,
Point a Clause 2 Article 35, Point a Clause 2 Article 36, Clause 5b
Article 42, Clause 7 Article 45, Point a Clause 3 Article 46 of
this Decree, the competent persons specified in Article 47 of
this Decree shall have the power to issue decision to suspend
one, some or all securities trading activities and
securities services of the violating organization for a fixed period.
3. The violating entity must
immediately suspend a portion or all of its securities trading
activities and securities services specified in the penalty
imposition decision from the date on which this decision takes effect and comply with regulations on prohibited or restricted acts during suspension
period.
4. Within 02 business days
from the issue date of the penalty imposition decision,
the issuing person shall send that decision to the violating entity, VNX/its
subsidiaries and VSDC.”
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“Article 50. Suspension of
securities depository, clearing and settlement services
1. When imposing the penalty which is
suspension of securities depository, clearing and settlement services as prescribed in Clause 4 Article 38, Point a Clause 6
Article 39, Clause 5 Article 40 of this Decree, the
competent persons specified in Article 47 of this Decree are
entited to issue decision to suspend one, some or all of securities depository, clearing and settlement services of the
violating entity.
2. The violating entity must immediately
suspend a portion or all of its securities depository,
clearing and settlement services specified in the penalty
imposition decision from the date on which this decision takes effect and
comply with regulations on prohibited or restricted acts during suspension
period.
3. Within 02 business days
from the issue date of the decision to suspend securities depository, clearing and settlement services, the issuing person shall send that decision to the
violating entity and VSDC for implementation.
4. Within 02 business days
from the receipt of the penalty imposition decision, VSDC shall send a written
notice of decision implementation results to the person issuing the penalty
imposition decision.”
41. Article 50a is added following
Article 50 as follows:
“Article 50a. Suspension of
securities practicing certificate
1. In case of fixed-period
suspension of the securities practicing certificate, the certified
securities professional shall immediately suspend all professional
activities specified in the securities practicing certificate from the date on
which the penalty imposition decision takes effect, and comply with regulations
on prohibited or restricted acts during suspension period.
2. Within 02 business days
from the issue date of the penalty imposition decision, the issuing person
shall send that decision to the certified securities professional
and securities company where he/she is working.
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42. Clause 3, Point
a Clause 4 Article 51 are amended and
Point c is added following Point b Clause 5 Article 51 as follows:
a) Clause 3 Article 51 is amended as
follows:
“3. The time limit for enforce the
remedial measures in Clause 3 Article 4 of this Decree is 30 days from the date on which the decision to enforce this measure takes effect, except the
cases specified in Points a, b and e Clause 9 Article 8,
Point c Clause 9 Article 8 in case approval from the nearest GMS is required, Points a and b Clause 5 Article 9, Points a, b and c
Clause 8 Article 10, Points b and c Clause 6 Article 12, Clause 3
Article 15a, Point d Clause 6 Article 17, Point a Clause 7
Article 18, Clause 8 Article 26, Clause 7 Article 27, Point c Clause 8 Article 32, Point b Clause 6 Article 34, Clause 7 Article 39, Point
a Clause 6 Article 40, Clause 4 Article 44, Clause 1 and Clause 2 Article 51 of
this Decree. The violating entity shall submit a report to
the person issuing the penalty imposition decision on
results of implementation of the remedial measure specified
in this Clause within a maximum period of 03 business days from the end of the
time limit for implementing remedial measures.”
b) Point a Clause 4 Article 51 is
amended as follows:
“a) Within a maximum period of 03
business days from the receipt of the decision to impose administrative
penalties or the decision to impose the remedial measures,
the violating entity shall give a notice of return of payments or deposit for securities (if
any) plus interests calculated according to the interest rate specified
on bonds or the demand deposit interest rate announced by the
bank at which the violating entity's account is opened for receiving payments
or deposit for securities to investors, and publish it on
03 continous issues of a central newspaper and on its website. Interests on
payments or deposit for securities payable to investors shall be calculated
from the day on which the payment is made by the investor until the day on
which the violating entity returns money to that investor.
In case securities purchased in the offering have been lawfully transferred,
the violating entity must determine the investors receiving securities transfer
before the return of money is notified and the number of securities held by
each investor;"
c) Point c is added following Point b
Clause 5 Article 51 as follows:
“c) The violating entity shall submit
a report to the person issuing the penalty imposition decision on results of
implementation of the remedial measure that is enforced return of
securities and money rightfully belonging to clients within a
maximum period of 03 business days from the end of the time limit for
implementing remedial measures.”
43. Article 51a is added following
Article 51 as follows:
“Article 51a. Suspension of
securities trading activities
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2. Within 02 business days from the
issue date of the penalty imposition decision, the issuing person shall send
that decision to the violating entity, VNX/its subsidiaries, VSDC and securities companies.
3. Within 02 business days from the receipt of the penalty imposition decision, VNX/its
subsidiaries, VSDC and relevant securities companies
shall notify implementation results at their premises to the person issuing the
penalty imposition decision.”
44. Article 52a is added following
Article 52 as follows:
“Article 52a. Implementation
of administrative penalties and remedial measures in the fields of securities
and securities market
1. Within 07 days from the end
of the time limit for implementing the main penalty that is fine, the violating
entity shall send the receipt of fine payment bearing certification of the State Treasury or the bank to the person issuing the penalty
imposition decision. Within 10 days from the end of the time limit for
implementing the penalty, if the violating entity fails to submit receipt of
fine payment, the person issuing the penalty imposition decision shall request
the violating entity in writing to pay fine according to the penalty imposition
decision.
2. Within 10 days from the end
of the time limit for implementing the main penalty that is fixed-period
suspension of securities trading activities or suspension of securities
practicing certificate as prescribed in Points c and d Clause 1 Article 4 of
this Decree, the additional penalties and remedial
measures specified in Clause 2 and Clause
3 Article 4 of this Decree, if no
reports on implementation results are submitted, the person issuing the penalty
imposition decision shall request the violating entity and relevant entity in
writing to implement penalties and remedial measures.”
45. Article 52b is
added following Article 52a as follows:
“Article 52b. Disclosure of administrative penalties for securities-related
violations
1. Information about the
securities-related violation committed by the entity that must face a fine of
at least VND 70.000.000 or the main penalty that is
fixed-period suspension of securities practicing certificate or securities
trading activities or one of additional penalties or remedial
measures specified in Clause 2 and Clause
3 Article 4 of this Decree shall be
publicly disclosed.
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3. Information to be disclosed
includes full name and address of the violating individual or name and address
of the violating organization, administrative violation, penalties, remedial measures and implementation period.”
46. The phrase “trong
thời hạn” (“within a period”) shall be replaced by the phrase “có thời hạn” (“fixed-period”) in Clause 7 Article 10, Clause 5 Article 17, Clause 2 Article 20, Point a Clause 7 Article
26, Point b Clause 6 Article 27,
Clause 5 Article 34, Clause 2 Article
35, Clause 2 Article 36, Clause 5 Article
40, Clause 7 Article 45, Points a and b Clause 3 Article
46 of this Decree.”
Article 2. The following regulations of the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020
are abrogated:
Point a Clause
1 Article 8 and Point a Clause 1 Article 29 are abrogated.
Article 3.
Implementation
1. This Decree comes into force from
January 01, 2022.
2. Transition provisions:
a) Regulations herein shall apply to
the securities and securities market-related violations
which have been committed before the effective date of this Decree but are
detected or being considered when this Decree takes effect if this Decree does
not provide for legal liability or impose less severe legal liability;
b) Complaints against the securities and securities
market-related violation for which the penalty imposition decision has been
issued or implemented before the effective date of this Decree shall be settled
in accordance with regulations of law on penalties for securities and
securities market-related violations and relevant laws in force at the time the
violation is committed.
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Ministers, heads of ministerial
agencies, heads of Governmental agencies, Chairpersons of people’s committees
of central-affiliated cities and provinces, and relevant organizations and
individuals shall implement this Decree./.
ON
BEHALF OF THE GOVERNMENT
PP. THE PRIME MINISTER
DEPUTY PRIME MINISTER
Le Minh Khai