Decree 128/2021/ND-CP amending Decree 156/2016ND-CP sanctioning of administrative violations related to securities and securities market

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020, providing for the sanctioning of administrative violations in the domains of securities and securities market

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

Pursuant to the Law on Handling of Administrative Violations dated June 20, 2012 and the Law Amending and Supplementing a Number of Articles of the Law on Handling of 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 Counter-Terrorism dated June 12, 2013;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020, providing for the sanctioning of administrative violations in the domains of securities and securities market.

Article 1. To amend and supplement a number of articles of the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020, providing for the sanctioning of administrative violations in the domains of

securities and securities market as follows:

 1. To amend Clause 1 Article 1 as follows:

“1. This Decree provides for acts of administrative violation, forms and levels of sanctions, remedial measures, the execution of administrative sanctioning forms and remedial measures, competence to make written records and competence to impose sanctions of administrative violations in the domains of securities and securities market.”

2. To add Clauses 9 and 10 after Clause 8 Article 3 as follows:

“9. “Concealing information about the real ownership rights over one or a number of securities in order to evade or assist others in evading the obligation of information disclosure or public bid or regulations on the foreign holding rate on Vietnam’s securities market” means the case where organizations or individuals reach an agreement or conduct a transaction or by any form through which one party supplies or delivers money and assets to the other party to purchase or own securities on the other party's name, then the party supplying or delivering money and assets evades the obligation of information disclosure or public bid or regulations on the foreign holding rate on Vietnam’s securities market, including one, several or all following acts:

a) Concealing information about the real ownership rights over one or a number of securities in order to evade or assist others in evading the obligation of information disclosure by founding shareholders; majority shareholders, groups of affiliated persons owning at least 5% of voting stocks of a public company; investors, groups of affiliated persons owning at least 5% of fund certificates of a closed-end fund; groups of affiliated foreign investors owning at least 5% of voting stocks of an issuing institution or at least 5% of fund certificates of a closed-end fund; insiders of a public company, a public securities investment company, a public fund and their affiliated persons;

b) Concealing information about the real ownership rights over one or a number of securities in order to evade or assist others in shirking the public bid of one or a number of securities;

c) Concealing information about the real ownership rights over one or a number of securities in order to directly or indirectly holding securities in exceed of the maximum foreign holding rate in a public company, or assist others in evading regulations on the foreign holding rate in Vietnam’s securities market.

10. “Making untruthful information or concealing information in securities activities” means the case where an organization or individual makes or discloses information that is inaccurate in comparison with the actual information, or makes, discloses false, untruthful information in comparison with information certified or authenticated by competent agencies, organizations or individuals, or the case where an organization or individual commits acts, or conducts transactions or any methods, or combines with the disclosure of untruthful information in order to conceal information when reporting, disclosing, or shirk reporting or disclosing information in accordance with securities law, causing serious misleading affecting the offering, listing, trading, investment of securities and provision of securities-related services.”

3. To amend and supplement a number of Points of Clauses 1, 2 and 3 of Article 4 as follows:

a) To amend Point c Clause 1 Article 4 as follows:

“c) Suspension of securities trading from 1 month to 12 months;”

b) To amend Point a Clause 2 Article 4 as follows:

“a) Suspension of public bid activities; securities business or services; securities issuance underwriting activities; operation of representative offices; securities depository, clearing and payment activities; securities trading from 1 month to 12 months;”

c) To amend and supplement Points a, i, k and n Clause 3 Article 4 as follows:

“a) Forcible recall of offered or issued securities; refund to investors the money used for buying securities or deposits (if any) plus interests calculated according to the interest rate stated on the bonds or the interest rate on demand deposits of banks where the violating organizations or individuals open their accounts to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect; forcible recall of additionally issued stocks; forcible recall of securities offered or issued within a period exceeding the prescribed time limit; forcible surrendering of securities or money owned by customers;

i) Forcible depository and separate management of assets and capital of each entrusting investor or securities investment fund or securities investment company managed by a securities investment fund management company or a Vietnam-based branches of foreign fund management company; forcible separate management of entrusted assets, assets of securities investment funds or securities investment companies, and assets of a securities investment fund management company or a Vietnam-based branches of foreign fund management company; forcible depository and separate management of assets of each securities investment fund or securities investment company or each entrusting customer and assets of the bank; forcible termination of depository, securities clearing and payment activities;

k) Forcible separate management of depository accounts, margin accounts, or clearing margin accounts that are money and securities of customers at the Vietnam Securities Depository and Clearing Corporation, depository members or clearing members from assets of the Vietnam Securities Depository and Clearing Corporation, depository members or clearing members; forcible opening of detailed depository accounts, margin accounts, or clearing margin accounts for each customer; forcible separate management of assets, trading positions of each customer and forcible separate management of assets, trading positions of a customer from those of a clearing member;

n) Forcible termination of procedures for public company registration; forcible termination of operation of representative offices;”

d) To add Points p, q and r after Point o Clause 3 Article 4 as follows:

“p) Forcible submission of dossiers notifying the maximum foreign holding rate in a public company or dossiers of change to the maximum foreign holding rate in a public company;

q) Forcible termination of issuance of bonds in international markets, overseas offering of securities, and issuance of new securities as a basis for overseas offering of securities depositary receipts or supporting overseas issuance of securities depository receipts on the basis of stocks already issued in Vietnam;

r) Forcible return of licenses, certificates and securities practice certificates that are erased or modified.”

4. To amend and supplement Article 5 as follows:

“Article 5. Principles of sanctioning of administrative violations of regulations on securities and securities market

1. Organizations and individuals shall only be administratively sanctioned for violations related to securities and securities market specified in this Decree.

2. Organizations and individuals who commit many administrative violations or repeatedly commit administrative violations shall be sanctioned for each violation, except for the case where organizations and individuals commit many administrative violations which are detected at the same time and have not yet been sanctioned, and the statute of limitations for handling violations has not expired, they shall be administratively sanctioned once for their violations, and concurrently be applied aggravating circumstances multiple times. Violators repeatedly committing the following administrative violations shall be sanctioned for only one violation that is subject to the highest fine frame among all committed violations and shall be applied aggravating circumstances multiple times:

a) Organizations and individuals fail to report on time or fail to report when there is any change to the stock or fund certificate holding rate in exceed of 1% of the number of voting stocks or fund certificates of a closed-end fund when holding 5% or more of voting stocks of a public company, public securities investment company or 5% or more of fund certificates of a closed-end fund, or when they are no longer major shareholders or investors holding 5% or more of fund certificates of a closed-end fund as prescribed in Clause 1 and Clause 6 Article 33 of this Decree;

b) Organizations and individuals fail to report on time about the trading results or fail to report the trading results specified in Clause 2 and Clause 3 Article 33 of this Decree;

c) Organizations and individuals fail to report expected transactions or conduct transactions at a time other than the registered one or one announced by the Vietnam Stock Exchange or subsidiaries, or conduct transactions in exceed of the registered value as prescribed in Clause 4 and Clause 5 Article 33 of this Decree;

d) Organizations and individuals fail to disclose information on time or fail to disclose required information as prescribed at Point a Clause 3 and Point a Clause 4 Article 42 of this Decree, fail to report on time or fail to report required information as prescribed at Point a Clause 2 and Clause 3 Article 43 of this Decree.

3. Principles for imposition of fines:

a) In cases of committing acts of violation specified in Clause 1 Article 35 and Clause 1 Article 36 of this Decree, the maximum fine equal to 10 times the unlawful profits shall be imposed on organizations and the maximum fine equal to 05 times the unlawful profits shall be imposed on individuals. In cases where there is no unlawful profit or the fine level calculated based on an unlawful profit is lower than the maximum fine specified at Point b of this Clause, the maximum fine specified at Point b of this Clause shall be imposed;

b) The maximum fine to be imposed in the handling of other administrative violations related to securities is VND 3,000,000,000 for organizations and VND 1,500,000,000 for individuals;

c) The fines specified in Chapter II of this Decree are applicable to organizations, except for the cases specified in Clauses 3, 4 and 5 Article 15, Clause 2 Article 30 of this Decree that provide fines applicable to individuals, the cases specified in Clause 3 and Clause 5 Article 39 of this Decree that provide fines for both organizations and individuals. In cases where an individual commits the same violation as an organization, the fine to be imposed on such individual shall be equal to half of the fine to be imposed on such organization.”

5. To amend and supplement Article 6 as follows:

“Article 6. Statute of limitations for handling of administrative violations related to securities

1. The statute of limitations for handling of administrative violations related to securities shall comply with Article 6 of the Law on Handling of Administrative Violations.

2. The statute of limitations for sanctioning an administrative violation related to securities is counted as follows:

a) For an in-progress administrative violation, the statute of limitations is counted from the time when the violation is detected by the competent persons;

b) For a completed administrative violation, the statute of limitations is counted from the time when the violation stops.

3. The time of stopping violations used to calculate the statute of limitations for handling a number of violations specified in Chapter II of this Decree is specified as follows:

a) With regard to violations of regulations on securities offering or issuance specified at Point a Clause 5 Article 8, Points a, b, c, Clause 5 Article 10, and Clause 2 Article 12 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the day of ending the collection of amounts from securities purchase or the last day of rights distribution registration or the day of stock ownership transfer;

b) With regard to the act of late submission of public company registration dossiers specified in Clauses 1, 2, 3, 4, Point a, Clause 5, Clause 6, and Clause 7 Article 13 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the day of submitting such public company registration dossiers to the State Securities Commission;

c) With regard to the act of registration of on securities listing or securities trading beyond the prescribed period specified in Clause 3 Article 18 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the first trading day of securities on the securities trading system;

d) With regard to the act of erasing or modifying the contents of licenses, representative office registration certificates or securities practice certificates as specified at Point a Clause 4 Article 24, Point b Clause 5 Article 30, Point b Clause 4 Article 32 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the date of erasure or modification that changes the contents of licenses, representative office registration certificates or securities practice certificates. In cases of failure to determine the date of erasure or modification that changes the contents of licenses, representative office registration certificates or securities practice certificates, the time of stopping violations is the day on which such licenses and certificates are detected to be erased or modified, causing changes of the contents;

dd) With regard to violations of regulations on reporting and information disclosure as specified at Point a Clause 3 Article 42, Point a Clause 2 Article 43 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the day of making reports or disclosing information;

e) With regard to the act of concealing information about real information about the real ownership rights over one or a number of securities in order to evade or assist others in evading the obligation of information disclosure or public bid or regulations on foreign holding rate in Vietnam's securities market as prescribed in Clause 4 Article 34 of this Decree, the time of stopping violations used to calculate the statute of limitations for handling violations is the day the violating organization or individual disclose information as prescribed or sells securities in order to reduce the holding rate to the level lower than the one requiring public bid or sells securities in order to not exceed the maximum foreign holding rate at a public company.”

6. To amend and supplement Clause 1 Article 7 as follows:

“1. In cases of detecting the acts of violation specified in Clauses 6 and 7 Article 8; Clauses 2 and 3 Article 9; Clause 3 Article 11; Clauses 3 and 4 Article 12; Clause 8 Article 13; Clauses 4 and 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 sanction must immediately send dossiers of such violation cases to agencies competent to conduct the proceedings in accordance with Clauses 1, 2 and 4 Article 62 of the Law on Handling of Administrative Violations.”

7. To amend and supplement a number of Points of Clauses 1, 2, 3, 4, 5 and 9 of Article 8 as follows:

a) To amend and supplement Point c Clause 1 Article 8 as follows:

“b) Failing to disclose the report on the use of capital and proceeds from the offering or issuance to implement projects that are audited by accredited audit firms at the annual Shareholders’ General Meeting, Members’ Council meeting and report the company owner or failing to explain in detail the use of the capital and proceeds from the offering or issuance to implement projects in the audited annual financial statement, except for the case of private offering of corporate bonds.”

b) To amend Point c Clause 2 Article 8 as follows:

“c) Failing to transfer the proceeds obtained from offering to a frozen account; using the proceeds obtained from the offering before the State Securities Commission issues the written notice on the confirmation of offering results;”

c) To amend and supplement Points b, c and d Clause 3 Article 8 as follows:

“b) Private offering or issuance of securities in contrary to the plans registered with the State Securities Commission or plans approved in the offering or issuing dossiers;

c) Disclosing information containing advertising contents, of contents of offering privately offered or issued securities; advertising the private offering or issuance of securities on mass media;

d) Failing to archive documents on selection of investors purchasing privately offered or issued securities;”

d) To amend and supplement Points a and b Clause 4 Article 8 as follows:

“a) Changing plans on using capital and proceeds gained from the private offering or issuance of securities not through the Shareholders’ General Meeting or Board of Directors or company president, or changing plans on using proceeds gained from the private offering or issuance of securities without being authorized and permitted by the Shareholders’ General Meeting; changing plans on using capital and proceeds gained from the private offering or issuance of securities when being authorized by the Shareholders’ General Meeting with the change value of 50% or more of the capital and proceeds gained from the offering or issuance, except for the case of offering non-convertible bonds not accompanied with warrants according to the plan approved by the Board of Directors; failing to report the change of plans on using capital and proceeds gained from the offering or issuance at the latest Shareholders’ General Meeting;

b) Using the proceeds from the private offering of securities in contrary to the plan approved by the Shareholders’ General Meeting or the Board of Directors or the Members’ Council or the company president, or in contrary to the contents reported to competent state management agencies or approved by competent authorities.”

dd) To amend Point b and add Point c after Point b Clause 5 Article 8 as follows:

“b) Failing to ensure the condition satisfaction of the private offering or issuance of bonds; failing to ensure the accuracy, honesty, verifiability and complete of information in the dossier of private offering or issuance of bonds according to regulations;

c) Changing conditions or terms of issued bonds, unless otherwise approved by law.”

e) To amend and supplement Points a, c, dd and e Clause 9 Article 8 as follows:

“a) Forcible recall of offered or issued securities; refund to investors the money used for buying securities or deposits (if any) plus interests arising from the money used for buying securities or deposits within 15 days after receiving the investors’ request, for acts of violation specified at Points a, b Clause 3, Point b Clause 4 and Point c Clause 5 of this Article, in case where securities have already been offered or issued. The time limit for the investors to send their request is no more than 60 days from the effective date of the decision on application of this measure. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.

c) Forcible approval by the latest Shareholders’ General Meeting or the Board of Directors or the Members’ Council or the company president on changes of plans of using the capital, proceeds gained from private offering or issuance of securities, for the acts of violation specified at Point a Clause 4 of this Article;

dd) Forcible recall of securities offered or issued within a period exceeding the prescribed time; refund to investors the money for buying securities or deposits (if any) plus the interest arising from the money used to buy securities or deposit within 30 days from the effective date of the decision on applying this measure for violations specified at Point a, Clause 2 of this Article. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.

e) Forcible recall of offered or issued securities; refund to investors the money used for buying securities or deposits (if any) plus interests arising from the money used for buying securities or deposits within 60 days from the date on which the decision on application of this measure takes effect, for acts of violation specified at Point a Clause 5, Clause 6 and Clause 7 of this Article, in case where securities have already been offered or issued. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.”

8. To amend and supplement Points a and b Clause 5 Article 9 as follows:

“a) Forcible recall of offered securities; refund to investors the money used for buying securities or deposits (if any) plus interests arising from the money used for buying securities or deposits within 15 days after receiving the investors’ request, for acts of violation specified in Clause 1 of this Article, in case where securities have already been offered or issued. The time limit for the investors to send their request is no more than 60 days from the effective date of the decision on application of this measure. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.

e) Forcible recall of offered securities; refund to investors the money used for buying securities or deposits (if any) plus interests arising from the money used for buying securities or deposits within 60 days from the date on which the decision on application of this measure takes effect, for acts of violation specified in Clause 2 and Clause 3 of this Article, in case where securities have already been sold to the public. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.”

9. To amend and supplement Point b Clause 4 and Point b Clause 8 Article 10 as follows:

a) To amend and supplement Point b Clause 4 Article 10 as follows:

“b) Changing the plan of using the proceeds gained from public offering of securities without being approved by the Shareholders’ General Meeting or without being authorized by the Shareholders’ General Meeting, or changing the plan of using the proceeds gained from public offering of securities in case of being authorized by the Shareholders’ General Meeting with a changing value equal to 50% or more of the capital, proceeds gained from the offering, except for offering of non-convertible bonds offering without warrants according to the plan approved by the Board of Directors; using the capital, proceeds gained from public offering of securities in contravention of the plan approved by the Shareholders’ General Meeting or the contents disclosed to investors or the contents reported to the State Securities Committee; failing to report the change of the plan on using the proceeds gained from public offering of securities at the latest Shareholders’ General Meeting.”

b) To amend and supplement Point a Clause 8 Article 10 as follows:

“a) Forcible recall of offered securities; refund to investors the money used for buying securities or deposits (if any) plus interests arising from the money used for buying securities or deposits within 60 days from the date on which the decision on application of this measure takes effect, for acts of violation specified at Point a Clause 4, Points a, b, and c Clause 5, Clause 6 of this Article. Interests arising from the money used for buying securities or deposits that are calculated by interest rate of demand deposits of the bank where the violating organization or individual opens an account to collect the money gained from the purchase of securities or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing securities, interests arising from the money used for buying securities or deposits shall be calculated according to the interest rate stated on the bonds.”

10. To add Clause 1a after Clause 1 Article 11 and amend, supplement Point b Clause 2, Clause 4 Article 11 as follows:

a) To add Clause 1a after Clause 1 Article 11 as follows:

“1a. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for any of the following acts of violation:

 a) Failing to open a frozen account to receive payments for stock in foreign currencies at a bank or foreign bank branch permitted under the law on foreign exchange management;

b) Failing to transfer the proceeds gained from the offering to the frozen account;

c) Using money in the frozen account before the State Securities Commission notifies the receipt of the offering or issuance result reports in writing.”

b) To amend and supplement Point b Clause 2, Article 11 as follows:

“b) Conducting the issuance of bonds in international markets, overseas offering of securities, or issuance of new securities as the basis for overseas offering of securities depository receipts or supporting the overseas issuance of securities depository receipts on the basis of stocks already issued in Vietnam when they have not registered with competent state agencies or are in contrary to the plan registered with the competent State agencies or have not been appraised or approved by competent agencies or organizations.”

c) To amend and supplement Clause 4 Article 11 as follows:

“4. Remedial measures:

a) Forcible termination of issuance of bonds in international markets, overseas offering of securities, and issuance of new securities as a basis for overseas offering of securities depositary receipts or supporting overseas issuance of securities depository receipts on the basis of stocks already issued in Vietnam, for the acts of violation specified at Point b Clause 2 of this Article;

b) Forcible cancellation of information or correction of information, for the acts of violation specified in Clause 3 of this Article.”

11. To add Clause 1a after Clause 1 Article 12 and amend, supplement Point b Clause 1, Point c Clause 6 Article 12 as follows:

a) To add Clause 1a after Clause 1 Article 12 as follows:

“1a. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of failing to transfer the proceeds gained from the additional issuance to the frozen account at a bank or foreign bank branch; using the proceeds gained from the offering before the State Securities Commission notifies the receipt of the offering result reports in writing.”

b) To amend and supplement Point b Clause 1 Article 12 as follows:

“b) Conducting additional issuance of stocks in contravention of the plan reported to or registered with the State Securities Commission, or additional issuance of stocks beyond the prescribed time limit.”

c) To amend and supplement Point c Clause 6 Article 12 as follows:

“c) Forcible recall of additional issued stocks; refund to investors the money used to buy stocks or deposits (if any) plus the interest calculated by the interest rate of demand deposits of the bank where the violating organizations or individuals open their accounts to collect the money gained from the purchase of stocks or deposits at the time the decision on application of this measure takes effect, for the violations specified in Clause 3 and Clause 4 of this Article in cases where stocks have been already additionally issued. The time limit for securities recall and money refund to investors is no more than 60 days from the effective date of the decision on application of this measure.”

12. To amend and supplement Clause 2 Article 14 as follows:

“2. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of failing to submit the dossier of cancellation of public company status, or failing to submit it within the prescribed time limit in accordance with Article 39 of the Law on Securities, in cases where a company is required to submit its dossier of cancellation of public company status in accordance with law provisions.”

13. To amend and supplement Article 15 as follows:

“Article 15. Violations of regulations on public company governance

1. A fine from VND 10,000,000 to VND 20,000,000 shall be imposed on a public company that commits any of the following acts of violation:

a) Failing to formulate, submit the Shareholders’ General Meeting to approve the internal regulation on company governance, operating regulations of the Board of Directors, Supervisory Board; failing to formulate operating regulations of Audit Committee in case a public company is organized, managed and operates according to the model under Point b Clause 1 Article 137 of the Law on Enterprises; failing to regulate in the internal regulation on company governance the application of modern information technology so that shareholders can participate and give opinions at the Shareholders’ General Meeting via online meeting, electronic voting or other electronic forms ;

b) Failing to appoint a person in charge of company governance.

2. A fine from VND 20,000,000 to VND 30,000,000 shall be imposed on a public company that fails to open a separate section on the remuneration of each member of the Board of Directors, the salary of the Chief Executive Officer and other managers in the annual financial statements of the company, and report to the Shareholders’ General Meeting at the annual meeting.

3. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed on individuals defined in this Clause that commit any of the following acts of violation:

a) Independent members of the Board of Directors of a listed company that fail to make reports assessing the Board of Directors’ operation;

b) Chairperson of the Board of Directors, head of the Supervisory Board, or Chairperson of the Audit Committee that fails to ensure the adequate number of annual meetings of the Board of Directors, Supervisory Board or Audit Committee according to regulations.

4. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed on a Chairperson of the Board of Directors who fails to report at the latest annual Shareholders’ General Meeting contents already approved in the previous Shareholders’ General Meeting’s Resolution but not yet implemented; fails to report at the latest annual Shareholders’ General Meeting for approval before changing contents under the decision competence of the Shareholders’ General Meeting, except for the case of being authorized by the Shareholders’ General Meeting.

5. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed on individuals defined in this Clause that commit any of the following acts of violation:

a) Chairperson of the Board of Directors concurrently holds the title of the Chief Executive Officer of the same public company; members of the Board of Directors of a public company concurrently are members of the Board of Directors of more than 05 other companies;

b) Chairpersons of the Board of Directors, members of the Board of Directors, Chief Executive Officer, other managers of the public company perform contracts or trading without approval by the Shareholders’ General Meeting or the Board of Directors in accordance with law provisions.

6. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed on a public company that commits any of the following acts of violation:

a) Failing to ensure adequate members of the Board of Directors, Supervisory Board; failing to ensure at least 1/3 of the total members of the Board of Directors are non-executive members; failing to ensure the structure and the number of independent members of the Board of Directors; failing to ensure that members of the Board of Directors, Supervisory Board and Audit Committee satisfy criteria, conditions and are not fall in the prohibited cases as specified by law; failing to ensure the structure consisting of the Audit Committee affiliated to the Board of Directors or failing to ensure the structure and adequate members of the Audit Committee;

b) Failing to invite a representative of an accredited audit firm to audit annual financial statements of the company to participate in the annual Shareholders’ General Meetings in cases where its auditor's annual financial statements contain material, disclaiming, contrary exceptions;

c) Violations of regulations on trading with shareholders, enterprise managers and affiliated persons of such entities;

d) Failing to enter into a written contract when conducting transactions with affiliated persons.”

14. To add Article 15a after Article 15 as follows:

“Article 15a. Violations of regulations on notifying the maximum foreign holding rate at a public company

1. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed on a public company that fails to report the change to the maximum foreign holding rate within the time limit prescribed in Article 141 of the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, detailing the implementation of a number of articles of the Law on Securities.

2. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed on a public company that fails to report the maximum foreign holding rate or fails to report the change to the maximum foreign holding rate.

3. Remedial measures:

Forcible submission of the dossier of notifying the maximum foreign holding rate at the public company or the dossier of notifying the change to the maximum foreign holding rate at the public company, for the acts of violation specified in Clause 2 of this Article within 7 days from the date on which the decision on taking this measure takes effect.”

15. To amend the title of Article 16 and amend, supplement a number of Points of Clause 1 and Clause 2 Article 16 as follows:

a) To amend the title of Article 16 as follows:

“Article 16. Violations of regulations on redemption of stocks and sale of treasury stocks

b) To add Point c after Point b Clause 1 Article 16 as follows:

“c) Selling treasury stocks before the prescribed period; failing to complete the sale of treasury stocks within the prescribed period.”

c) To amend Points b, dd and add Point e after Point dd Clause 2 Article 16 as follows:

“Redemption of stocks when failing to fully satisfy conditions; redemption of stocks without obtaining permission;

dd) Selling redeemed stocks, except for the 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, detailing the implementation of a number of articles of the Law on Securities

e) Selling treasury stocks without reporting to the State Securities Commission or selling treasury stocks in contravention of the plan reported to the State Securities Commission or information disclosed to the public.”

16. To amend and supplement a number of Points of Clauses 1, 2 and 3 of Article 17 as follows:

a) To amend and supplement Points a, dd, e, g and k Clause 1 Article 17 as follows:

“a) Directly or indirectly purchasing or committing to purchasing stocks, rights, warrants and convertible bonds of the target company or fund certificates or closed-end fund certificates of the target investment fund, rights to buy closed-end fund certificates of the target investment fund outside the drive of public bidding;

dd) Conducting the public bid beyond the time limit specified in Article 93 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, detailing the implementation of a number of articles of the Law on Securities;

e) Refusing to purchase stocks from shareholders of the target company or closed-end fund certificates from investors of the target investment fund;

g) Purchasing stocks of the target company or closed-end fund certificates of the target investment fund according to terms other than those announced in the public bid information disclosure or prospectus;

k) Failing to ensure the increase in bid price applicable to all shareholders of the target company or investors of the target investment fund, including shareholders or investors who have submitted their registration for sale to the bidder; decreasing the public bid price during the public bid process;”

b) To amend and supplement Point b Clause 2 Article 17 as follows:

“b) Failing to ensure that individuals or organizations making a public bid have enough money to make a bid at the time of the official bid according to the registration dossier, in case of public bid and payment in cash.”

c) To amend and supplement Points b and c Clause 3 Article 17 as follows:

“b) Making a public bid when the State Securities Commission has not approved in writing the registration or when the organizations or individuals conducting the public bid have not publicly announced the public bid by the methods prescribed by law; making a public bid in contravention of the plan registered with the State Securities Commission;

c) Withdrawing the request for a public bid in cases that are not mentioned in the public bid information disclosure or the prospectus in accordance with law provisions or without reporting to the State Securities Commission or without approval by the State Securities Commission.”

17. To amend and supplement Article 21 as follows:

“Article 21. Violations of regulations on management of listing and trading registration of the Vietnam Stock Exchange and its subsidiaries

1. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries that fail to handle cases of organizing the listing without fully maintaining listing conditions as prescribed.

2. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries that approve, change or cancel the listing or trading registration in contravention of regulations.”

18. To amend and supplement Article 22 as follows:

“Article 22. Violations of regulations on management of members of the Vietnam Stock Exchange and its subsidiaries

1. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries that fail to handle cases in which members fail to fully maintain membership conditions or fail to fully comply with obligations of members in accordance with law provisions and regulations of the Vietnam Stock Exchange as prescribed in Article 46 of the Law on Securities.

2. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange that commits any of the following acts of violation:

a) Accepting the membership registration when the conditions are not fully satisfied;

b) Terminating or canceling the membership status when such cases do not fall into the cases of suspension or termination of membership.”

19. To amend and supplement Article 23 as follows:

“Article 23. Violations of regulations on trading and supervision by the Vietnam Stock Exchange and its subsidiaries

1. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries that commit any of the following acts of violation:

a) Organizing trading of new securities, changing and applying a new trading method, putting into operation a new trading system without obtaining approval from the State Securities Commission;

b) Failing to handle the violations of trading regulations or failing to comply with the trading supervision process as prescribed, causing violations;

c) Failing to warn, control and restrict securities trading in accordance with law provisions and regulations of the Vietnam Stock Exchange.

2. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries that fail to suspend or cancel securities trading in accordance with law provisions or trading regulations of the Vietnam Stock Exchange.”

20. To amend and supplement Point b Clause 6, Clause 7 and add Point c after Point b Clause 8 Article 24 as follows:

a) To amend and supplement Point b Clause 6 Article 24 as follows:

“b) Making and certifying a dossier of registration for grant of certificates of eligibility for derivative securities trading, provision of derivative securities clearing and payment services that contain forged documents or false, incorrect information or concealment of the truth.”

b) To amend Clause 7 Article 24 as follow:

“7. Additional sanctions:

Suspension of securities business and services from 1 month and 3 months, for the acts of violations specified at Points b, c, Clause 5, Clause 6 of this Article.”

c) To add Point c after Point b Clause 8 Article 24 as follows:

“c) Forcible return of erased, corrected licenses, for the acts of violation prescribed at Point a Clause 4 of this Article.”

21. To amend and supplement Point c Clause 2 and Point dd Clause 3 Article 26 as follows:

a) To amend and supplement Point c Clause 2 Article 26 as follows:

“c) Committing violations of regulations on responsibilities of securities companies in carrying out securities investment consultancy operation; committing prohibited acts in securities investment consultancy operation;”

b) To amend and supplement Point dd Clause 3 Article 26 as follows:

“dd) Violations of regulations on securities dealing; violations of regulations on conditions and restrictions on securities placement underwriting; violations of regulations on investment restriction of securities companies; violations of regulations on issuance and offering of financial products; violations of regulations on provision of consultancy services;”

22. To amend and supplement Point c Clause 1 Article 27 and Points d, h Clause 2 Article 27, add Point k after Point i Clause 2 Article 27, amend and supplement a number ff points of Clause 4 Article 27 as follows:

a) To amend and supplement Point c Clause 1 Article 27 as follows:

“c) Failing to comply with the charter of the securities investment fund, the charter of the securities investment company, the investment entrustment contract and contract signed with the supervisory bank;”

b) To amend and supplement Points d, h Clause 2 Article 27 and add Point k after Point i Clause 2 Article 27 as follows:

“d) Failing to comply with the investment ratio or failing to readjust investment portfolio; failing to comply with regulations on prudential investment ratio of securities investment fund management companies, securities investment funds, on investment fund, investment tools when making offshore indirect investment; failing to comply with regulations on providing information, advertisement, introduction of the fund;

h) Conducting asset transactions for entrusting customers who entrust their investment to a securities company with the transaction value in a year exceeding the limit on the rate of the total transaction value in a year of such entrusting customers;

k) Failing to separate its head office, information technology infrastructure from others’; failing to separate physical foundations, employees and database from professional operations potential interest conflict in the company; failing to separate physical foundations, employees and database of financial investment operations and operations of securities investment funds management, securities investment portfolio management and securities investment consultancy.”

c) To amend and supplement Points b, dd and l Clause 4 Article 27 as follows:

“b) Using the assets of a securities investment fund or securities investment company to invest in that fund or securities investment company;

dd) Using assets of the securities investment funds, securities investment companies for debt obligation payment, lending or underwriting for any loans of the company, its affiliated persons or any partner of the company; using entrusted assets for lending in any forms, underwriting new loans in any forms or paying debt obligations of the fund management company, its affiliated persons, other organizations and individuals, except for the cases where entrusting customers are foreign individuals or organizations established under foreign laws and permit to conduct the above-mentioned transactions; or in case where customers entrust the management of portfolio under the name of the entrusted assets’ owner;

l) Making investment in derivative securities from the entrusted capitals, from the capitals of a securities investment fund or a securities investment company in cases where the investment entrustment contract, the Charter of such securities investment fund or securities investment company does not include any provision which allows the use of entrusted capitals, the capitals of a securities investment fund or a securities investment company to invest in derivative securities;”

23. To amend Point a Clause 1 Article 28 as follow:

“a) Failing to amend, supplement to the dossier of registration for the establishment of a private securities investment company that manages capitals by itself when detecting inaccurate information or lack of contents required to be included in the dossier, or when there is new information arising related to the submitted dossier;”

24. To amend and supplement Clauses3, 4, 5 and 6 Article 30 and add Clause 7 after Clause 6 Article 30 as follows:

“3. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for any of the following acts of violation:

a) Operating a representative office when the conditions are not fully satisfied;

b) Failing to register for operating a representative office, or operating a representative office without obtaining approval or being granted a certificate for registration of operation of a representative office.

4. A fine from VND 200,000,000 to VND 400,000,000 shall be imposed for the act of conducting business activities in Vietnam outside the operation scope of the representative offices of a Vietnam-based foreign securities company or a foreign fund management company.

5. Deprivation of the right to use the certificate for registration of operation of a representative office from 18 months to 24 months shall be imposed on securities trading organizations committing one of the following acts:

a) Acting as a representative for other organizations; performing the transfer of the certificate for registration of operation of a representative office for other individuals, organizations;

b) Erasing, correcting contents causing changes in the content of the certificate for registration of operation of a representative office.

6. Additional sanctions:

Deprivation of the right to use the certificate for registration of operation of a representative office from 3 months to 6 months, for the acts of violation prescribed in Clause 4 of this Article.

7. Remedial measures:

a) Forcible termination of representative office operation, for the acts of violation specified in Clause 3 of this Article;

b) Forcible return of erased, corrected certificates, for the acts of violation prescribed at Point b Clause 5 of this Article.”

25. To amend and supplement Clause 1, Point a Clause 3 and Clause 4 Article 31 as follows:

a) To amend and supplement Clause 1 Article 31 as follows:

“1. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the acts of failing to amend, supplement to the dossier of registration for the establishment of a member fund when detecting inaccurate information or lack of contents required to be included in the dossier, or when there is new information arising related to the submitted dossier.”

b) To amend and supplement Point a Clause 3 Article 31 as follows:

“a) Failing to register to establish a member fund in accordance with law provisions or establishing a member fund when the conditions are not fully satisfied in accordance with law provisions; failing to identify the status of professional securities investors purchasing securities when registering the member fund establishment;”

c) To amend and supplement Clause 4 Article 31 as follows:

“4. A fine from VND 400,000,000 to VND 500,000,000 shall be imposed for the act of preparing, confirming the dossier of registration for the establishment of a member fund which contains misleading and incorrect information, or conceals the fact.”

26. To amend and supplement Clauses 3, 7 and 8 Article 32 as follows:

a) To amend and supplement Clause 3 Article 32 as follows:

“3. Deprivation of the right to use securities practice certificates from 6 months to 12 months, for a securities practitioner concurrently working for other organizations that are in ownership relation with a securities company, or securities investment fund management company where he/she is working for.”

b) To amend and supplement Clause 7 Article 32 as follows:

“7. Additional sanctions:

a) Deprivation of the right to use the securities practice certificate from 1 month to 3 months, for the acts of violation specified at Point a Clause 4 of this Article;

b) Deprivation of the right to use the securities practice certificate from 6 months to 12 months, for the acts of violation specified in Clause 5 and Clause 6 of this Article.”

c) To amend and supplement Clause 8 Article 32 as follows:

“8. Remedial measures:

a) Forcible refund of illicit profits gained from the act of letting securities practice certificates for hire as specified at Point a Clause 4 of this Article;

b) Forcible return of erased, corrected securities practice certificates, for the acts of violation prescribed at Point b Clause 4 of this Article;

c) Forcible surrendering of securities or money owned by customers within 60 days from the date on which the decision on applying such measure takes effect, for the acts of violation specified at Point a Clause 6 of this Article.”

27. To amend and supplement Article 33 as follows:

“Article 33. Violations of regulations on transactions by founding shareholders; majority shareholders, groups of affiliated persons holding at least 5% of voting stocks of a public company; investors, groups of affiliated persons holding at least 5% of fund certificates of a closed-end fund; groups of affiliated foreign investors holding at least 5% of voting stocks of an issuing institution or at least 5% of fund certificates of a closed-end fund; insiders of a public company, a public securities investment company, a public fund and their affiliated persons

1. A fine from VND 25,000,000 to VND 35,000,000 shall be imposed for the acts of failing to report within the prescribed time limit when there is any change in the rate of stocks or fund certificates owned that exceeds 1% of the number of voting stocks or fund certificates of a closed-end fund; and a fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the acts of failing to report when there is any change in the rate of stocks or fund certificates owned that exceeds 1% of the number of voting stocks or fund certificates of a closed-end fund.

2. The acts of failing to report the trading results within the prescribed time limit shall be fined according to the value of securities registered for trading calculated by par value (for stocks, convertible bonds and fund certificates), or by the latest issuing price (for covered warrants), or the transfer value (for rights to buy stocks, convertible bonds and fund certificates) as follows:

a) Warning if the value of securities registered for trading ranges from VND 50,000,000 to less than VND 200,000,000;

b) A fine from VND 2,500,000 to VND 5,000,000 shall be imposed if the value of securities registered for trading ranges from VND 200,000,000 to less than VND 400,000,000;

c) A fine from VND 5,000,000 to VND 10,000,000 shall be imposed if the value of securities registered for trading ranges VND 400,000,000 to less than VND 600,000,000;

d) A fine from VND 10,000,000 to VND 15,000,000 shall be imposed if the value of securities registered for trading ranges from VND 600,000,000 to less than VND 1,000,000,000;

dd) A fine from VND 15,000,000 to VND 25,000,000 shall be imposed if the value of securities registered for trading ranges from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine from VND 25,000,000 to VND 35,000,000 shall be imposed if the value of securities registered for trading ranges VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine from VND 35,000,000 to VND 50,000,000 shall be imposed if the value of securities registered for trading ranges from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine from VND 50,000,000 to VND 75,000,000 shall be imposed if the value of securities registered for trading is VND 10,000,000,000 or more.

3. The acts of failing to report the trading results shall be fined according to the value of securities registered for trading calculated by par value (for stocks, convertible bonds and fund certificates), or by the latest issuing price (for covered warrants), or the transfer value (for rights to buy stocks, convertible bonds and fund certificates) as follows:

a) Warning if the value of securities registered for trading ranges from VND 50,000,000 to less than VND 200,000,000;

b) A fine from VND 5,000,000 to VND 10,000,000 shall be imposed if the value of securities registered for trading ranges from VND 200,000,000 to less than VND 400,000,000;

c) A fine from VND 10,000,000 to VND 20,000,000 shall be imposed if the value of securities registered for trading ranges VND 400,000,000 to less than VND 600,000,000;

d) A fine from VND 20,000,000 to VND 30,000,000 shall be imposed if the value of securities registered for trading ranges from VND 600,000,000 to less than VND 1,000,000,000;

dd) A fine from VND 30,000,000 to VND 50,000,000 shall be imposed if the value of securities registered for trading ranges from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed if the value of securities registered for trading ranges VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed if the value of securities registered for trading ranges from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine from VND 100,000,000 to VND 150,000,000 shall be imposed if the value of securities registered for trading is VND 10,000,000,000 or more.

4. The acts of conducting transactions outside the registered time or outside the time the Vietnam Stock Exchange or its subsidiary discloses information, exceeding the registered value shall be fined in accordance with the actual trading value of securities calculated by par value (for stocks, convertible bonds and fund certificates), or by the latest issuing price (for covered warrants), or the transfer value (for rights to buy stocks, convertible bonds and fund certificates) as follows:

a) Warning if the trading value ranges from VND 50,000,000 to less than VND 200,000,000;

b) A fine from VND 5,000,000 to VND 10,000,000 shall be imposed if the trading value ranges from VND 200,000,000 to less than VND 400,000,000;

c) A fine from VND 10,000,000 to VND 20,000,000 shall be imposed if the trading value ranges VND 400,000,000 to less than VND 600,000,000;

d) A fine from VND 20,000,000 to VND 30,000,000 shall be imposed if the trading value ranges from VND 600,000,000 to less than VND 1,000,000,000;

dd) A fine from VND 30,000,000 to VND 50,000,000 shall be imposed if the trading value ranges from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed if the trading value ranges VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed if the trading value ranges from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine equal to 1% to 2% of the actual trading value of securities shall be imposed, if the trading value is VND 10,000,000,000 or more. In case the fine is higher than the maximum fine specified at Point b Clause 3 Article 5 of this Decree, such maximum fine shall be imposed.

5. The acts of failing to report the expected transactions shall be fined according to the actual trading value of securities calculated by par value (for stocks, convertible bonds and fund certificates), or by the latest issuing price (for covered warrants), or the transfer value (for rights to buy stocks, convertible bonds and fund certificates) as follows:

a) A fine from VND 5,000,000 to VND 10,000,000 shall be imposed if the trading value ranges from VND 50,000,000 to less than VND 200,000,000;

b) A fine from VND 10,000,000 to VND 20,000,000 shall be imposed if the trading value ranges from VND 200,000,000 to less than VND 400,000,000;

c) A fine from VND 20,000,000 to VND 40,000,000 shall be imposed if the trading value ranges VND 400,000,000 to less than VND 600,000,000;

d) A fine from VND 40,000,000 to VND 60,000,000 shall be imposed if the trading value ranges from VND 600,000,000 to less than VND 1,000,000,000;

dd) A fine from VND 60,000,000 to VND 100,000,000 shall be imposed if the trading value ranges from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine from VND 100,000,000 to VND 150,000,000 shall be imposed if the trading value ranges VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine from VND 150,000,000 to VND 250,000,000 shall be imposed if the trading value ranges from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine equal to 3% to 5% of the actual trading value of securities shall be imposed, if the trading value is VND 10,000,000,000 or more. In case the fine is higher than the maximum fine specified at Point b Clause 3 Article 5 of this Decree, such maximum fine shall be imposed.

6. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the acts of failing to report within the prescribed time limit when holding at least 5% of the voting stocks of a public company, public securities investment company or fund certificates of a closed-end fund or when no longer being a majority shareholder or investor holding at least 5% of fund certificates of a closed-end fund; founding shareholder failing to report within the prescribed time limit before trading stocks subject to transfer restrictions, and a fine from VND 100,000,000 to VND 140,000,000 shall be imposed for the acts of failing to report when holding at least 5% of voting stocks of a public company, public securities investment company, or fund certificates of a closed-end fund; or when no longer being a majority shareholder or investor holding at least 5% of fund certificates of a closed-end fund; founding shareholder failing to report within the prescribed time limit before trading stocks subject to transfer restrictions.

7. Additional sanctions:

a) Suspension of securities trading from 1 month to 3 months, for the acts of violation specified at Point h Clause 4 of this Article;

b) Suspension of securities trading from 3 months and 5 months, for the acts of violation specified at Point h Clause 5 of this Article.”

28. To amend and supplement Clauses 1 and 4 Article 34 as follows:

“1. Suspension of securities trading from 6 months to 12 months, for the acts of lending accounts to others for conducting securities transactions or owning securities on behalf of others leading to acts of stock market manipulation.

4. A fine from VND 400,000,000 to VND 500,000,000 shall be imposed for the acts of concealing information about the real ownership of one or a number of securities in order to evade or support others in evading the obligation of information disclosure or public bid or regulations on foreign holding rate in Vietnam's securities market.”

29. To amend and supplement Clause 1 Article 35 as follows:

“1. For the act of using internal information for trading securities, the fine to be imposed shall be 10 times as much as the illicit profits gained, but shall be no less than the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree. In cases where there is no source of illicit profits or the fine calculated based on the illicit profits is lower than the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree, the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree shall be applied for imposing fines.”

30. To amend and supplement Clause 1 Article 36 as follows:

“1. For the act of manipulating the securities market, the fine to be imposed shall be 10 times as much as the illicit profits gained, but shall be no less than the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree. In cases where there is no source of illicit profits or the fine calculated based on the illicit profits is lower than the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree, the maximum fine prescribed at Point b Clause 3 Article 5 of this Decree shall be applied for imposing fines.”

31. To amend and supplement Clauses 2, 4 and 5 Article 38 as follows:

“2. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed on securities companies, commercial banks, foreign bank branches or branches of securities companies, commercial banks conducting securities depository, clearing and payment activities when having yet to satisfy all conditions; conducting securities depository, clearing and payment activities when having yet to be granted the certificate of registration of securities depository activities, the decision allowing branches of securities companies or commercial banks to conduct securities depository activities, the certificate of eligibility to provide securities clearing and payment services, having yet to obtain the State Securities Commission's written notice on the receipt of report on authorizing their branches to conduct securities depository, and having yet to be approved by the Vietnam Securities Depository and Clearing Corporation to become a member.

4. Additional sanctions:

Suspension of depository activities, securities clearing and payment activities from 1 month to 3 months, for the acts of violation specified in Clause 1 and Clause 3 of this Article.

5. Remedial measures:

a) Forcible termination of depository activities, securities clearing and payment activities, for the acts of violation specified in Clause 2 of this Article;

b) Forcible cancellation of information or correction of information, for the acts of violation specified in Clause 3 of this Article.”

32. To amend and supplement the first paragraph of Clause 2 Article 39 and the first paragraph of Clause 3 Article 39, amend and supplement a number of Points of Clause 3 Article 39, Clause 6 Article 39 and Point a Clause 7 Article 39 as follows:

a) To amend and supplement the first paragraph of Clause 2 Article 39 as follows:

“2. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed on the Vietnam Securities Depository and Clearing Corporation, depository members, organizations registering or conducting bond depository, clearing members which commit one of the following acts of violation:”

b) To amend and supplement the first paragraph of Clause 3 Article 39 as follows:

“3. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed on the Vietnam Securities Depository and Clearing Corporation, depository members, organizations registering or conducting bond depository, clearing members and a fine from VND 50,000,000 to VND 75,000,000 shall be imposed on staff of depository members or staff of clearing members who commits one of the following acts of violation:”

c) To amend and supplement Points a and dd Clause 3 Article 39 as follows:

“a) Failing to accurately record information about assets, property rights and interests related to customers’ assets given as deposits; making incorrect accounting on securities depository accounts, position accounts or margin accounts, clearing margin accounts; failing to make payment on schedule or failing to transfer the ownership of registered securities through the Vietnam Securities Depository and Clearing Corporation, transferring the ownership of bonds in contravention of law;

dd) Failing to separately manage depository accounts, margin accounts, clearing margin accounts including money and securities of customers at the Vietnam Securities Depository and Clearing Corporation, depository members, clearing members from the assets of the Vietnam Securities Depository and Clearing Corporation, depository members, clearing members; failing to open detailed depository accounts, margin accounts for each customer and manage assets, trading positions of each customer separately, or manage assets, trading positions of a customer separately from those of a clearing member;”

d) To amend and supplement Clause 6 Article 39 as follows:

“6. Additional sanctions:

a) Suspension of depository activities, securities clearing and payment activities from 1 month to 3 months, for depository members, clearing members committing acts of violation specified in Clause 5 of this Article;

b) Deprivation of the right to use the securities practice certificates from 1 month to 3 months, for securities practitioners committing acts of violation specified in Clause 3 and Clause 5 of this Article.”

dd) To amend and supplement Point a Clause 7 Article 39 as follows:

“a) Forcible separate management of depository accounts, margin accounts, clearing margin accounts including money and securities of customers at the Vietnam Securities Depository and Clearing Corporation, depository members, clearing members from assets of the Vietnam Securities Depository and Clearing Corporation, depository members, clearing members; forcible opening of detailed depository accounts, margin accounts, clearing margin accounts for each customer; forcible separate management of assets and trading positions of each customer and forcible separate management of assets, trading positions of a customer from those of a clearing member, for the acts of violation specified at Point dd, Clause 3 of this Article in a maximum time limit of 6 months from the date on which the decision on applying such measure takes effect;”

33. To amend and supplement Point a Clause 2 Article 42, Clause 5 Article 42, add Clause 5a and Clause 5b after Clause 5 Article 42, amend and supplement Clause 6 Article 42 as follows:

a) To amend and supplement Point a Clause 2 Article 42 as follows:

“a) Failing to fully comply with law regulations on the means and forms or languages of information disclosures;”

b) To amend and supplement Clause 5 Article 42 as follows:

“5. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the acts of disclosing incorrect information.”

c) To add Clauses 5a and 5b after Clause 5 Article 42 as follows:

“5a. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed for the act of causing misinformation or concealing information in securities activities as prescribed in Clause 1 Article 12 of the Law on Securities.

5b. Additional sanctions:

Suspension of securities business and services; representative office operation; depository activities, securities clearing and payment activities; security trading from 1 month to 3 months, for the acts of violation specified in Clause 5a of this Article.”

d) To amend and supplement Clause 6 Article 42 as follows:

“6. Remedial measures:

Forcible cancellation or correction of information, for the acts of violation specified in Clause 5 and Clause 5a of this Article.”

34. To amend and supplement Clause 3 and add Clause 3a after Clause 3 Article 43 as follows:

a) To amend and supplement Clause 3 Article 43 as follows:

“3. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the acts of failing to report information which must be reported in accordance with law provisions or at the request of the State Securities Commission as prescribed in Clause 3 Article 120, Clause 4 Article 123, Clause 3 Article 124 of the Law on Securities.”

b) To add Clause 3a after Clause 3 Article 43 as follows:

“3a. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the acts of reporting misinformation.”

c) To amend and supplement Clause 4 Article 43 as follows:

“4. Remedial measures:

Forcible reporting accurate information for the acts of violation specified in Clause 3a of this Article.”

35. To amend and supplement Point a Clause 2 Article 44 as follows:

“a) Failing to notify the audited unit when detecting any acts of failing to comply with law provisions and regulations related to the preparation, presentation of audited financial statements or failing to propose the audited unit to take measures for preventing, fixing and handling mistakes or failing to record opinion into the audited statements or the management letter as prescribed by the auditing standard in the course of auditing, in cases where the audited unit fails to fix, handle mistakes;”

36. To amend and supplement Clause 5 Article 45 as follows:

“5. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed on the Vietnam Stock Exchange’s subsidiaries failing to maintain and update basic information on organizational structures, founders and beneficial owners of listed enterprises as prescribed in Clause 1 Article 18 of the Law on Anti-Money Laundering.”

37. To amend a number of Points of Clauses 1, 2 and 3 Article 47 as follows:

a) To amend Point d Clause 1 Article 47 as follows:

“d) Suspension of securities trading activities in accordance with Clause 1 Article 34 of this Decree;”

b) To amend Point d Clause 2 Article 47 as follows:

“d) Suspension of securities trading activities for a definite time; deprivation of the right to use the certificate for registration of operation of a representative office, the securities practice certificate for a definite time;”

c) To amend Point d Clause 3 Article 47 as follows:

“d) Suspension of securities trading activities for a definite time; deprivation of the right to use the certificate for registration of operation of a representative office, the securities practice certificate for a definite time;”

38. To amend and supplement Clause 2 Article 48 and add Clause 3 after Clause 2 Article 48 as follows:

“2. In the course of inspection, examination and supervision of operations related to securities and securities market; civil servants in the financial sector who are on duty; civil servants, public employees and competent persons who are on duty in accordance with legal documents or administrative documents issued by competent agencies or persons detecting acts of administrative violations specified in this Decree must promptly make written records of administrative violations according to regulations and transfer such records to competent persons for imposing sanctions.

3. Persons competent to sanction administrative violations may apply procedures for sanctioning of administrative violations without written records in case of imposing warning as specified 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 for the cases where administrative violations are detected by using professional and technical means and devices.”

39. To amend and supplement Clause 1, Clause 3 and add Clause 4 after Clause 3 Article 49 as follows:

“1. When applying the additional sanctions of suspension of securities business and services activities as specified 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, and Point a Clause 3 Article 46 of this Decree, competent persons specified in Article 47 of this Decree shall have the power to issue the decision on suspending one, several or all securities business and service operations of the violating organization for a definite time.

3. In cases of suspending securities business and service operations for a definite time, the sanctioned organization must immediately suspend a part or the whole of its securities business and service operations as stated in the sanctioning decision from the effective date of such decision and must comply with regulations on prohibitions and restrictions during the time of suspension.

4. Within 2 working days from the date on which the sanctioning decision is issued, the competent person who has issued the sanctioning decision must send the sanctioning decision to the sanctioned organization, Vietnam Stock Exchange, its subsidiaries, Vietnam Securities Depository and Clearing Corporation.”

40. To amend and supplement Article 50 as follows:

“Article 50. Applying the suspension of securities clearing and payment, depository activities

1. When applying the sanction of suspending securities clearing and payment, depository activities as prescribed in Clause 4 Article 38, Point a Clause 6 Article 39, Clause 5 Article 40 of this Decree, competent persons specified in Article 47 of this Decree shall have the power to issue the decision on suspending one, several or all securities clearing and payment, depository activities of the violating organization for a definite time.

2. In cases of suspending securities clearing and payment, depository activities for a definite time, the sanctioned organization must immediately suspend a part or the whole of its securities clearing and payment, depository activities as stated in the sanctioning decision from the effective date of such decision and must comply with regulations on prohibitions and restrictions during the time of suspension.

3. Within 2 working days from the date on which the decision on applying the method of suspending securities clearing and payment, depository activities is issued, the competent person who has issued the sanctioning decision must send such decision to the sanctioned organization, Vietnam Securities Depository and Clearing Corporation for execution.

4. Within 2 working days after receiving the sanctioning decision, the Vietnam Securities Depository and Clearing Corporation shall send written notice on the execution result to the competent person who has issued the sanctioning decision.”

41. To add Article 50a after Article 50 as follows:

“Article 50a. Applying the method of deprivation of the right to use securities practice certificates

1. In case of depriving the right to use securities practice certificates for a definite time, the securities practitioners must suspend all operations stated in the securities practice certificates, from the effective date of the sanctioning decision and must comply with regulations on prohibitions or restrictions during the period of deprivation of the right to use securities practice certificates.

2. Within 2 working days after issuing the sanctioning decision, the competent person who has issued the sanctioning decision must send such decision to the sanctioned securities practitioner and securities company where he/she is working for execution.

3. Within 2 working days after receiving the sanctioning decision, the securities company where the securities practitioner works for shall send written notice on the execution result at the company to the competent person who has issued the sanctioning decision.”

42. To amend and supplement Clause 3, Point a Clause 4 Clause 51 and add Point c after Point b Clause 5 Article 51 as follows:

a) To amend and supplement Clause 3 Article 51 as follows:

“3. The maximum time limit for taking remedial measures specified in Clause 3 Article 4 of this Decree shall be 30 days from the date on which the decision on applying such remedial measures takes effect, except for cases prescribed at Points a, b and e Clause 9 Article 8; Point c Clause 9 Article 8 in cases where it is compulsory to gain approval in the earliest Shareholders’ General Meeting; 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. Violating individuals and organizations must report the competent person who has issued the sanctioning decision of the result of implementing remedial measures specified in this Clause within 3 working days from the date of ending the time limit for execution of the remedial measures.”

b) To amend and supplement Point a Clause 4 Article 51 as follows:

“a) Within 03 working days from the date on which the decision on imposing sanctions for administrative violations or the decision on applying remedial measures is received, the violating organizations and individuals must send a written notice to the investors and at the same time, publicly announce on 3 consecutive volumes of a central newspaper and on their websites of the refund to investors the money used for buying securities or deposits (if any) plus interests calculated according to the interest rate stated on the bonds or interest rate of demand deposit of the bank where the violating organizations and individuals open accounts to collect money for buying securities or deposits. The interest amount from the money used to buy securities or from the deposits that the violating organizations and individuals must pay investors shall be calculated from the date on which the investors pay the money to the date on which the violating organizations and individuals refund such money to the investors. In cases where the investors have legitimately transferred the purchased securities in the above offering, the violating organizations and individuals must identify investors who have received the transfer before the time of notifying on money refund and the number of securities that they are currently holding to notify the investors;”

c) To add Point c after Point b Clause 5 Article 51 as follows:

“c) Violating individuals and organizations must report the competent person who has issued the sanctioning decision of the result of implementing remedial measures of forcible surrendering of securities and money owned by customers within 3 working days from the date of ending the time limit for execution of the remedial measures.”

43. To add Article 51a after Article 51 as follows:

“Article 51a. Applying the suspension of securities trading activities

1. When applying the sanction of suspending securities trading activities as prescribed in Clause 7 Article 33, Clause 1 Article 34 of this Decree, competent persons specified in Article 47 of this Decree shall issue the decision on suspending all securities trading activities on the securities trading market of the institutional or individual investors that commit acts of violation for a definite time. Violating organizations or individuals must immediately suspend their securities trading activities on the securities trading market from the effective date of the sanctioning decision.

2. Within 2 working days from the date on which the sanctioning decision is issued, the competent person who has issued the sanctioning decision must send the sanctioning decision to the sanctioned organizations or individuals, Vietnam Stock Exchange, its subsidiaries, Vietnam Securities Depository and Clearing Corporation and securities companies for execution.

3. Within 2 working days after receiving the sanctioning decision, the Vietnam Stock Exchange, its subsidiaries, Vietnam Securities Depository and Clearing Corporation and concerned securities companies must send written notice on the execution result at their organizations to the competent person who has issued the sanctioning decision.”

44. To add Article 52a after Article 52 as follows:

“Article 52a. Implementing forms of sanctioning for administrative violations and remedial measures in the field of securities and securities market

1. Within 7 days from the date of ending the time limit for execution of the principle sanction of imposing fine, sanctioned organizations or individuals shall send the fine receipts certified by the State Treasury or banks to the competent persons who have issued the sanctioning decisions. Within 10 days from the date of ending the time limit for execution of the principle sanction of imposing fine, if the competent persons who have issued the sanctioning decisions fail to receive receipts proving the fine payment of organizations or individuals committing acts of administrative violations, the competent persons shall send a written document to urge the violating organizations or individuals to make payment according to the sanctioning decisions.

2. Within 10 days from the date of ending the time limit for execution of the principle sanction of suspending securities trading activities for a definite time, or depriving the right to use certificates or practice certificates for a definite time as prescribed at Points c and d Clause 1 Article 4 of this Decree, additional sanctions and remedial measures specified in Clauses 2 and 3 Article 4 of this Decree, if the competent persons who have issued the sanctioning decisions fail to receive the reports on execution results from violating organizations or individuals and concerned organizations, the competent persons shall send a written document to urge the violating organizations or individuals, concerned organizations to execute or examine the execution of administrative sanction forms, remedial measures by sanctioned organizations and individuals.”

45. To add Article 52b after Article 52a as follows:

“Article 52b. Publication of the handling of administrative violations related to securities

1. Administration violations committed by organizations and individuals who are administratively sanctioned with a fine of VND 70,000,000 or more, or are applied the principle sanctions of depriving the right to use certificates, practice certificates for a definite time, or suspending securities trading activities for a definite time, or are applied one of the additional sanctions or remedial measures specified in Clause 2 and Clause 3 Article 4 of this Decree shall be publicized.

2. Within 3 working days after issuing the sanctioning decision for administrative violations committed by organizations and individuals specified in Clause 1 of this Article, the sanctioning decision shall be publicized on the State Securities Commission’s website.

3. The contents to be disclosed include: Full name and address of the violator, or name, address of the violating organization, acts of administrative violations, sanctioning forms, remedial measures and implementation period.”

46. To replace the phrase “during the period of” by the phrase “for a definite time” 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. To repeal a number of provisions of the Government's Decree No. 156/2020/ND-CP dated December 31, 2020, providing for the sanctioning of administrative violations in the domains of securities and securities market as follows:

To repeal Point a Clause 1 Article 8, Point a Clause 1 Article 29.

Article 3. Implementation provisions

1. This Decree takes effect from January 01, 2022.

2. Transitional provisions:

a) For administrative violations related to securities and securities market which are committed before the date on which this Decree takes effect but are detected or considered for handling decision after the effective date of this Decree, if this Decree does not provide for liability or impose lighter liability, this Decree shall prevail;

b) For administrative violations related to securities and securities market for which the sanctioning decisions have been issued or have been executed before the effective date of this Decree, if organizations and individuals complain or initiate a lawsuit, they shall be handled in accordance with the law on handling of administrative violations related to securities and securities market and relevant laws in force at the time of committing violations.

3. Responsibility for implementation organization:

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of People’s Committees of provinces and centrally run cities, and related organizations and individuals shall implement this Decree./.