Decision No. 37/2020/QD-TTg the establishment of the Vietnam Exchange

DECISION

On the establishment, organization and operation of the Vietnam Exchange^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government; and the November 22, 2019 Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration;

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to the June 17, 2020 Law on Enterprises;

Pursuant to the November 26, 2014 Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

At the proposal of the Minister of Finance;

The Prime Minister promulgates the Decision on the establishment, organization and operation of the Vietnam Exchange.

Article 1. To establish the Vietnam Exchange after the model of parent company-subsidiary on the basis of reorganizing the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange

1. The Vietnam Exchange is a parent company organized as a single-member limited liability company in which the State holds 100% of charter capital and which has the legal person status and its own seal; may open Vietnam-dong and foreign-currency accounts at the State Treasury office and domestic commercial banks; conducts independent accounting, complies with financial, statistical reporting, accounting and audit regimes, and performs financial obligations in accordance with law.

a/ International transaction name: Vietnam Exchange.

b/ Abbreviated name: VNX.

c/ Head office: Hanoi.

2. At the time of establishment, the Vietnam Exchange holds 100% of charter capital in:

a/ The Hanoi Stock Exchange (HNX).

b/ The Ho Chi Minh City Stock Exchange (HSX).

3. The Vietnam Exchange and its subsidiaries shall carry out enterprise registration in accordance with the Law on Enterprises.

Article 2. Functions and tasks

1. The Vietnam Exchange and its subsidiaries have the function of organizing the stock exchange market in accordance with the law on securities; and other functions in accordance with law and its organization and operation charter.

2. The Vietnam Exchange has the following major tasks:

a/ To formulate strategies, development investment plans, and five-year and annual production and business plans for submission to competent authorities for approval according to regulations;

b/ To formulate and promulgate regulations on securities listing, securities trading, information disclosure, membership of the Vietnam Exchange and other professional regulations related to organization and operation of the stock exchange market; to issue transaction supervision criteria; to issue transaction supervision reporting indicators applicable to members of the Vietnam Exchange after obtaining approval from the State Securities Commission of Vietnam;

c/ To approve or cancel the status of membership of the Vietnam Exchange; to manage, supervise, inspect, and handle violations of members in accordance with the securities law and act as a mediator at the request of members upon occurrence of disputes related to securities trading activities;

d/ To supervise the observance of the professional regulations specified at Point b, Clause 2 of this Article by the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange and perform the supervision tasks specified at Point b, Clause 3, and Point b, Clause 4, of this Article; to perform general supervision over securities trading activities, information disclosure activities of listed institutions, registered institutions and investors subject to information disclosure; to supervise listed institutions, registered institutions and investors operating in the securities trading markets in accordance with law;

dd/ To develop plans on development of information technology systems, new technologies and new products; to implement such plans by itself or assign such job to the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange;

e/ To support the development of the securities market through training, propagandization and dissemination of knowledge; to provide services on market information and information relating to listed securities and securities registered for trading; to provide technology infrastructure development services for the securities market and other related services in accordance with its organization and operation charter;

g/ To carry out international cooperation on securities and the securities market with stock exchanges in the world and international organizations;

h/ To manage and supervise the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in accordance with the laws on securities, enterprises, and management and use of state capital invested in production and business at enterprises, and its organization and operation charter;

i/ To report and propose to the State Securities Commission of Vietnam measures to respond to and remedy incidents, events and fluctuations affecting the safety, stability and integrity of the securities trading market; violations of members of the Vietnam Exchange; and violations of investors, listed institutions or registered institutions in accordance with law;

k/ To perform other duties as prescribed by law and its organization and operation charter.

3. The Hanoi Stock Exchange has the following major tasks:

a/ To organize and operate the derivative securities trading market, the bond trading market and trading market for other types of securities in accordance with law;

b/ To supervise securities trading operation; to supervise information disclosure activities of listed institutions, registered institutions and investors subject to information disclosure; to supervise the observance of obligations by members of the Vietnam Exchange in accordance with the law on securities;

c/ To invest in and develop information technology systems and new technologies and develop new products in accordance with its assigned tasks;

d/ To warn, control and restrict securities transactions in accordance with law and regulations of the Vietnam Exchange;

dd/ To halt or suspend the trading of one or a number of securities when abnormal fluctuations of securities price or securities transaction volume occur, listed institutions or registered institutions fail to take measures to remedy the violations that lead to the securities being subject to warning, control, or trading restriction or in necessary cases to protect the lawful rights and interests of investors and ensure the stability and safety of the securities market;

e/ To approve, modify and remove the listing and registration of securities transactions and supervise the maintenance of securities listing conditions of listed institutions;

g/ To examine, and handle violations against listed institutions and registered institutions in accordance with regulations of the Vietnam Exchange;

h/ To provide auction and bidding services; services on market information and information relating to traded securities; technology infrastructure development services for the securities market and other related services as specified in its organization and operation charter;

i/ To propagandize and disseminate knowledge on securities and the securities market to investors;

k/ To report to the Vietnam Exchange, and report and propose to the State Securities Commission of Vietnam for handling, violations committed by investors, listed institutions or registered institutions in accordance with law;

l/ To issue processes to implement professional regulations within the scope of its assigned tasks;

m/ To perform other duties as prescribed by law and its organization and operation charter.

4. The Ho Chi Minh City Stock Exchange has the following major tasks:

a/ To organize and operate the stock exchange market and trading market for other securities in accordance with law;

b/ To supervise securities trading operation; to supervise information disclosure activities of listed institutions, registered institutions and investors subject to information disclosure; to supervise the observance of obligations by members of the Vietnam Exchange in accordance with the law on securities;

c/ To invest in and develop information technology systems and new technologies and develop new products in accordance with the assigned tasks;

d/ To warn, control and restrict securities transactions in accordance with law and the regulations of the Vietnam Exchange;

dd/ To halt or suspend the trading of one or a number of securities in case the price or volume of securities transactions unusually fluctuates, the listed institution or the registered institution takes no measures to remedy the violations that lead to the securities being subject to warning, control, or trading restriction or in necessary cases to protect the lawful rights and interests of investors and ensure the stability and safety of the securities market;

e/ To approve, modify and remove the listing and registration of securities transactions and supervise the maintenance of securities listing conditions of listed institutions;

g/ To examine, and handle violations against listed institutions and registered institutions in accordance with the regulations of the Vietnam Exchange;

h/ To provide auction and bidding services; services on market information and information related to traded securities; technology infrastructure development services for the securities market and other related services as specified in its organization and operation charter;

i/ To propagandize and disseminate knowledge on securities and the securities market to investors;

k/ To report to the Vietnam Exchange, and report and propose to the State Securities Commission of Vietnam for handling, violations committed by investors, listed institutions or registered institutions in accordance with law;

l/ To issue processes to implement professional regulations within the scope of its assigned tasks;

m/ To perform other duties as prescribed by law and its organization and operation charter.

Article 3. Charter capital

1. The charter capital of the Vietnam Exchange is VND 3 trillion, including:

a/ The charter capital at the time of commencement of operation, which shall be determined as equal to the total of equity of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange according to their audited financial statements at a time prior to the date of issuance of the enterprise registration certificate of the Vietnam Exchange.

b/ Capital added in the course of operation in accordance with law.

2. The Prime Minister shall decide on adjustment of the charter capital of the Vietnam Exchange.

3. The Vietnam Exchange shall decide on the charter capital of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange after obtaining the Ministry of Finance’s approval.

Article 4. Organizational and managerial structure

1. The organizational and managerial structure of the Vietnam Exchange comprises: Members’ Council, General Director, Supervisory Board and professional divisions and departments. The Chairperson of the Members’ Council and General Director of the Vietnam Exchange shall be appointed and relieved from duty by the Minister of Finance at the request of the Members’ Council.

2. The organizational and managerial structure of the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange comprises: President, General Director, Supervisory Board and professional divisions and departments.

Article 5. Organization and operation charters

1. The Minister of Finance shall issue, amend and supplement the organization and operation charter of the Vietnam Exchange at the request of the Members’ Council of the Vietnam Exchange and opinions of the Chairperson of the State Securities Commission of Vietnam.

2. The Vietnam Exchange shall approve the organization and operation charters of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange.

Article 6. Organization of implementation

1. The Ministry of Finance

a/ To exercise the rights and perform the obligations as the owner’s representative agency toward the Vietnam Exchange in accordance with this Decision, the Law on Management and Use of State Capital Invested in Production and Business at Enterprises and guiding, amending, supplementing and replacing documents (if any).

b/ To reorganize the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange to establish the Vietnam Exchange in accordance with this Decision.

c/ To promulgate the organization and operation charter of the Vietnam Exchange after consulting the Chairperson of the State Securities Commission of Vietnam.

d/ To submit to competent authorities for promulgation, or promulgate, amend, supplement or replace, legal documents on financial management and performance evaluation mechanisms applicable to the Vietnam Exchange.

dd/ To coordinate with the Ministry of Labor, Invalids and Social Affairs in conducting company assessment and ranking for the Vietnam Exchange and its subsidiaries in accordance with law.

e/ To determine the charter capital of the Vietnam Exchange in accordance with Point a, Clause 1, Article 3 of this Decision; to give approval opinions for the Vietnam Exchange to decide to invest in charter capital for the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange.

g/ To prescribe the roadmap for reorganizing the stock trading market, the bond trading market, the trading market for derivative securities and other types of securities at the request of the State Securities Commission of Vietnam.

2. The State Securities Commission of Vietnam

a/ To appraise and approve regulations on professional operations, transaction supervision criteria and transaction supervision reporting indicators before they are issued by the Vietnam Exchange in accordance with the law on securities.

b/ To manage and supervise securities operations of the Vietnam Exchange, the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in accordance with the law on securities.

c/ The Chairperson of the State Securities Commission of Vietnam shall give opinions about candidates for the positions of Chairperson of the Members’ Council and General Director of the Vietnam Exchange before they are appointed by the Ministry of Finance in accordance with the Law on Securities.

d/ The Chairperson of the State Securities Commission of Vietnam shall give opinions on the organization and operation charter of the Vietnam Exchange before it is issued by the Minister of Finance in accordance with the Law on Securities.

dd/ To draw up and report to the Ministry of Finance for prescription the roadmap for reorganizing the stock trading market, bond trading market, and trading market for derivative securities and other types of securities which are currently organized and operating at the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange, serving the implementation of this Decision.

3. The Ministry of Labor, Invalids and Social Affairs shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, conducting company assessment and ranking for the Vietnam Exchange and its subsidiaries in accordance with law.

4. Ministries, ministerial-level agencies, government-attached agencies and related agencies shall, within the ambit of their functions and tasks, organize the implementation of this Decision in accordance with law.

5. The Hanoi People’s Committee and the Ho Chi Minh City People’s Committee shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, performing the state management in their localities for the Vietnam Exchange, the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in accordance with law.

Article 7. Effect

1. This Decision takes effect on February 20, 2021.

2. The Prime Minister’s Decisions No. 01/2009/QD-TTg of January 2, 2009, on establishment of the Hanoi Stock Exchange, No. 599/2007/QD-TTg of May 11, 2007, transforming the Ho Chi Minh City Securities Trading Center into the Ho Chi Minh City Stock Exchange, and No. 21/2015/QD-TTg of June 18, 2015, amending a number of articles of Decision No. 599/2007/QD-TTg, shall cease to be effective on the date the Vietnam Exchange commences operation in accordance with Clause 1, Article 8 of this Decision.

Article 8. Transitional provisions

1. The Vietnam Exchange shall commence operation after being granted the enterprise registration certificate, and shall comply with Clause 6, Article 135 of Law No. 54/2019/QH14 on Securities.

2. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall continue their organization and operation in accordance with Law No. 70/2006/QH11 on Securities, of which a number of articles were amended and supplemented under Law No. 62/2010/QH12, until the Vietnam Exchange commences operation in accordance with Clause 1 of this Article.

3. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall maintain securities trading markets that have been organized and operating before the effective date of this Decision until they are reorganized according to the roadmap specified at Point g, Clause 1, Article 6 of this Decision.

Article 9. Implementation responsibility

The Minister of Finance, ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees and relevant agencies shall implement this Decision.-

Prime Minister
NGUYEN XUAN PHUC