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MINISTRY OF
FINANCE
OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No. 73/2023/TT-BTC
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Hanoi, December
19, 2023
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CIRCULAR
AMENDMENTS TO
CIRCULAR NO. 117/2020/TT-BTC DATED DECEMBER 31, 2020 OF MINISTER OF FINANCE OF
VIETNAM PRESCRIBING METHODS FOR CALCULATION OF ILLEGAL GAINS OR PROCEEDS FROM
VIOLATIONS AGAINST REGULATIONS ON SECURITIES AND STOCK MARKET
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Law on Penalties for
Administrative Violations dated June 20, 2012; the Law on amendments to the Law
on Penalties for Administrative Violations dated November 13, 2020;
Pursuant to the Government’s Decree No.
118/2021/ND-CP dated December 23, 2021 providing guidelines for implementation
of the Law on penalties for administrative violations;
Pursuant to the Government’s Decree No.
156/2020/ND-CP dated December 31, 2020 prescribing penalties for administrative
violations against regulations on securities and stock market; the Government’s
Decree No. 128/2021/ND-CP dated December 30, 2021 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
stock market;
Pursuant to the Government’s Decree No.
14/2023/ND-CP dated April 20, 2023 defining functions, tasks, powers and
organizational structure of the Ministry of Finance of Vietnam;
At the request of the Chairman of the State
Securities Commission of Vietnam (SSC);
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Article 1. Amendments to Circular No. 117/2020/TT-BTC
dated December 31, 2020 of Minister of Finance of Vietnam
1. Point d Clause 3 Article
3 is amended as follows:
“d) Illegal proceeds in the event that, in the
period of manipulation of the stock market, there is any adjustment in the
stock price which is calculated as total illegal proceeds during the period
preceding the time of price adjustment (the ex-dividend date), and illegal
proceeds in the period after the price adjustment.
Illegal proceeds made in the period before the time
of price adjustment and the illegal proceeds in the period after the price
adjustment are calculated according to the formula specified in this Clause.
For the cases where total volume of stocks sold is greater than total volume of
stocks purchased in the period after price adjustment, the price of the
arbitrage volume specified in point c of this clause is the average buying
price determined for the period preceding the ex-dividend date on which price
adjustment is made according to the following formula:
P’=(P+Pa*a-C)/(1+a+b)
Where:
P’: the price of arbitrage volume as prescribed in
point c of this clause.
P: the average buying price of stocks during the
period preceding the ex-dividend date.
Pa: the price of stocks additionally
issued to serve the exercise of preferential purchase rights.
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b: the ratio of stock division to increase the
capital stock from the owner’s equity.
C: cash dividend.”.
2. Point h Clause 3 Article
4 is amended as follows:
“h) Illegal gains obtained by concealing
information about the actual ownership of one or some stocks with the intention
of evading, or assisting others in evading, the obligations to disclose
information, or make tender offer, or comply with regulations on compliance
with the rate of foreign ownership in Vietnam's stock market as prescribed in
clause 4 Article 34 of the Decree No. 156/2020/ND-CP, as amended by clause 28
Article 1 of the Government’s Decree No. 128/2021/ND-CP dated December 30, 2021
providing amendments to Decree No. 156/2020/ND-CP shall be calculated as
follows:
- For organizations or individuals
that conceal information about their actual ownership of one or some
stocks with the intention of evading the obligations to disclose information
according to regulations or the obligation to comply when making tender offers
or regulations on compliance with the rate of foreign ownership in Vietnam's
stock market, the amount of illegal gains that the violating organization or
individual obtains from commission of violations is total amount of money,
securities and other interests arising from stock of which actual ownership is
concealed;
- For organizations or individuals that assist
others in concealing information about their actual ownership of one
or some stocks with the intention of evading the obligations to disclose
information according to regulations or the obligation to comply when making
tender offers or regulations on compliance with the rate of foreign ownership
in Vietnam's stock market, the amount of illegal gains that the violating
organization or individual obtains from commission of violations is total
amount of money, securities and interests thereof arising from the commission
of violations, and shall be calculated on the basis of the contract or
agreement between parties;”.
Article 2. Implementation
1. This Circular comes into force from February 05,
2024.
2. Any administrative violations which have been
committed before the effective date of this Circular but have been detected or
under consideration to issue penalty imposition decisions or decisions to
impose remedial measures after this Circular takes effect shall be handled in
accordance with this Circular if it provides less serious legal liabilities.
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PP. MINISTER
DEPUTY MINISTER
Nguyen Duc Chi