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THE
NATIONAL ASSEMBLY
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.: 62/2010/QH12
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Hanoi,
November 24, 2010
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LAW
AMENDING,
SUPPLEMENTING A NUMBER OF ARTICLES OF LAW ON SECURITIES
Pursuant to
the 1992 Constitution of the Socialist Republic of Vietnam, which was amended
and supplemented under Resolution No. 51/2001/QH10;
The National Assembly promulgates the Law Amending, Supplementing a number of Articles of Law on Securities
No.70/2006/QH11.
Article 1. Amending,
supplementing a number of Articles of the Law on Securities.
1. Article 1 is amended,
supplemented as follows:
“Article 1. Scope of
application
This Law provides for activities of securities offering, listing,
transaction, trading and investment, securities services and securities
market.”
2. Clause 1 Article 3 is
amended, supplemented as follows:
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3. Amending, supplementing clause 1, 5, 13, 20, 22, 23 and 26; supplementing clause 8a, 12a and 27a
Article 6 as follows:
“1. Securities mean evidence
confirming its owners' legitimate rights and benefits to the assets or capital
shares of issuing organizations. Securities are shown under the form of
certificates, book entries or electronic data, including the following types:
a) Stocks, bonds, fund certificates;
b) Rights to buy shares,
warrants, call option, put option, futures, securities classes or indexes;
c) Investment capital contribution contracts;
d) Other securities are provided by the Ministry of Finance.”
“5. Rights to buy shares mean a security issued by Shareholding Company
aiming at entitling existing holders to buy new shares according to conditions
defined.”
“8a. Investment capital contribution contract means capital contribution contract in money or
by assets between investors and contract issuing organization aiming at gaining
profits and permitted to convert into other securities.”
“12a. Non-public offering
of securities means organization
offers securities to less than 100 investors, not including professional
security investors and not use mass
media or Internet.”
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“20. Securities brokerage means an operation acting as an
intermediary to buy for or sell securities to customers.”
“22. Securities issuance underwriting means a commitment made 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 unsold 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 publicity of analysis reports and
securities-related recommendations to investors.”
“26. Securities
portfolio management means the
management that is upon each investor’ trust in the securities purchase, sale
or holding securities and other assets.”
“27a. Real estate investment fund means
securities investment fund which is invested mainly in real estate.”
4. Supplementing clause 5 Article
9 as follows:
“5. Implementing the work of
securities business when has not yet granted permit or approved by the State
Securities Commission.”
5. Amending name of Chapter II as follows:
“Chapter II
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6. Supplementing Article 10a
right after Article 10 as follows:
“Article 10a. Non-public offering of securities
1. Non-public offering of securities
of issuing organization that is not public company shall be implemented
according to regulations of the Law on Enterprise and other regulations of
relative law.
2. Conditions for non-public
offering of securities of public
company include:
a) Having decision of shareholders' general
assembly or management board to pass the
plan of offering and the use of the generated amount from the offering phase;
defining clearly objects, quantity of investors;
b) The assignment of shares, non-public offering convertible bonds is restricted for
selling at least 01 year, since the date of completing offering phase, except
for the case of non-public offering
according to the program of selection for laborers in the company, assignment
of individual’s shares to professional securities investor, securities
assignment between professional securities investors according to court’s
decision or inheriting under regulations of law;
c) Offering phases of shares, non-public offering convertible bonds must be 06 months away
each other.
3. The Government provides specifically dossiers, procedures for non-public securities offering.”
7. Supplementing point d clause 1 Article 12 as follows:
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8. Point d clause 1 Article 14
is amended, supplemented as follows:
“d) The decision of the
shareholders' general assembly passing the issuance plan and the plan on use of
generated capital and commitment of sending securities into organized stock
market for transaction”
9. Clause 1 Article 24 is
amended, supplemented as follows:
“1. Issuing organizations that have completed the stocks offering to the
public, becoming 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 securities offering to the public shall be
regarded as public company dossiers and issuing organizations are not required
to submit its dossiers defined in Clause 1, Article 26 of this Law to the State
Securities Commission.
Issuing organizations that are public companies must implement the commitment
of sending offered securities into organized stock market for transaction as
provided in point d clause 1 Article 12
of this Law.”
10. Article 28 is amended, supplemented as follows:
“Article 28. Public companies
governance
1. The public companies
governance must comply with regulations of this Law, the Law on Enterprise and
other regulations of relative law.
2. The principles of public companies governance include:
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b) Ensuring shareholders’ benefits, relative persons;
c) Ensuring fair treatment between shareholders;
d) Publicizing, being clear every activity of the company.
3. The Ministry of Finance provides specifically this Article.”
11. Article 32 is amended, supplemented as follows:
“Article 32. Public bid
1. The following cases are subject to public bid:
a) Bids for voting stocks, the closed fund certificates which lead to the ownership
of twenty five percent or more of outstanding stocks, the closed fund
certificates of a public company, closed fund;
b) Organizations, individuals and
relative persons hold from twenty
five percent or more of voting stocks, fund certificates of a public
company, closed fund that continue to buy from 10% or more of voting stocks,
outstanding fund certificates of a public company, closed fund;
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2. The following cases are not required to offer publicly:
a) Buying newly published stocks, fund certificates which lead to the ownership of
twenty five percent or more of voting
stocks, fund certificates of a public
company, closed fund according to issuing plan passed by shareholders'
general assembly of public company, representative board of the closed fund;
b) Receiving the assignment of voting stocks, fund certificates which lead to the ownership of twenty five percent or
more of voting stocks, fund certificates of a public company, the
closed fund passed by
shareholders' general assembly of public company, representative board of the closed fund;
c) The assignment of stocks between companies in the enterprise
held under model of parent-subsidiary Company;
d) Giving, inheriting stocks;
đ) Assigning capital according to decision of the courts;
e) Other cases which are decided by the Ministry of Finance.
3. The Government provides specifically the public offering of stocks of
a public company, closed fund.”
12. Amending, supplementing clause 1 and supplementing clause 4 Article 33 as follows:
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“4. Stock exchange is implemented to joint with other countries’ Stock
exchange according to decision of the Prime Minister.”
13. Clause 3 Article 40
is amended, supplemented as follows:
“3. The Government shall specify the conditions, dossiers and procedures
for listing securities of the Vietnam issuing organizations, the foreign
issuing organizations at stock exchanges or securities trading centers of
Vietnam; to specify the conditions, dossiers and procedures for listing
securities of the Vietnam issuing organizations at foreign stock exchanges.”
14. Clause 3 Article 60
is amended, supplemented as follows:
“3. Apart from the securities
business operation provided in clause 1 of This Article, securities companies
are entrusted to manage the securities trading accounts of individual
investors, provide financial advisory services and other financial services in
accordance with regulations of the Ministry of Finance.”
15. Clause 1 Article 61 is
amended, supplemented as follows:
“1. Fund management companies
may conduct the following business operations:
a) Management of securities
investment funds;
b) Management of securities
portfolios;
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16. Article 74 is amended,
supplemented as follows:
“Article 74. Provision on
financial safety and warning
Securities companies and fund
management companies must ensure financial safety criteria in accordance with
regulations of the Ministry of Finance; if financial safety criteria may not be
ensured, such companies shall be put under warning status or applicable to
safety ensuring measures.”
17. Point d clause 1 Article
92 is amended, supplemented as follows:
“d) Investing more than ten percent
of the total asset value of a the closed fund in real estate except for the
case of being the real estate investment fund; investing capital of an opened
fund in real estate;”
18. Clause 1 and clause 3
Article 100 are amended, supplemented as follows:
“1. Issuing organizations,
public companies, securities companies, fund management companies, securities
investment companies, stock exchanges and securities trading centers,
securities depository center and relative persons are obliged to disclose information
sufficiently, accurately and timely.”
“3. The disclosure of
information shall be conducted by legal representative or authorized persons
and relative persons.”
19. Article 101 is amended,
supplemented as follows:
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1. Public companies must
disclose information periodically for one of the following contents:
a) Annual financial statements
were audited, six-month financial statements were reviewed by an independent
audit company or audit organization approved, quarterly financial statements;
b) Resolution of the Annual
Shareholders’ general assembly.
2. Public companies must
disclose any irregular information as happening one of the following cases:
a) Company's bank account is
blocked or permitted to operate again after being blocked;
b) Temporary suspension of
business; being revoked certificates of business registration or license for
establishment and operation or operation license;
c) Passing decision of
shareholders' general assembly according to provisions of the Law on
Enterprise;
d) The decision of management
board on the reacquisition, resale of shares of the company; the date of
exercising the right to buy shares of bondholders with rights to purchase
shares or the date of conversion of convertible bonds into stocks and decisions
relating to the offering as prescribed in clause 2 Article 108 of the
Enterprise Law; strategies, medium term development plan and annual business
plans of the company; establishment of subsidiaries, joint companies; closing,
opening branches, representative offices, changing the name and address of
company headquarters; capital contribution valued at ten percent or more of
total assets of the company into an other organization; capital contribution
valued at fifty percent or more of total capital of companies receiving
capital;
đ) Decision to change applicable
accounting methods; excepted opinion or declining to express an opinion of the
audit organization for financial statement, the change of audit firms;
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g) Buying, selling assets valued at
more than fifteen percent of the company's total assets per balance sheet of
latest audit;
h) Decision on borrowing or issuing
bonds valued at thirty percent of equity at the time of the latest report or
more;
i) The company received notice of the
Court that they accepted the petition for bankruptcy procedures;
k) Being lost property valued at ten
percent of equity or more;
l) Having events that affect
seriously business operations or management situation of the listing
organizations;
m) Upon happening one of events
seriously affect the lawful interests of investors, the stock price increased
or decreased continuously during a certain time and the sustainable development
of stock markets at the proposal of the State Securities Commission.
3. The Ministry of Finance shall
specify specifically the contents, timing of information disclosure for each
type of public companies.”
20. Clause 3 Article
104 is amended, supplemented as follows:
“3. Securities companies must
disclose information at headquarters, branches for the changes relating to
addresses of headquarters, branches; the contents relating to the transaction
method, placing orders, deposits, time of payment, transaction fees, provision
services and list of persons operating securities of the company.”
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“Article 136. Detailing and guiding the implementation
The Government detailing and guiding
the implementation of Articles, clauses assigned in law; guiding other
necessary contents of this law to meet requirement on state management.”
Article 2. Annulling
Article 103 and clause 2 Article 106 of the Law on Securities No.70/2006/QH11
Article 3. This
Law takes effect on July 01, 2011.
This Law was passed on November
24, 2010, by the XIIth National Assembly of the Socialist Republic
of Vietnam at its 8th session.
THE
PRESIDENT OF NATIONAL ASSEMBLY
Nguyen Phu Trong