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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 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 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.”
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;
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 securities company,
commercial bank, foreign bank branch or branch of a securities 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 interests 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 entitled 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 continuous 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
Đã cập nhật Luật Đất đai 2024 mới nhất