Decree 306/2025/ND-CP amend Decree 156/2020/ND-CP and Decree 158/2020/ND-CP on derivatives and the derivatives 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 (amended and supplemented under the Government’s Decree No. 128/2021/ND-CP dated December 30, 2021), and the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020, on derivatives and the derivatives market

Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Handling of Administrative Violations No. 15/2012/QH13, amended and supplemented under Law No. 67/2020/QH14 and Law No. 88/2025/QH15;

Pursuant to the Law on Securities No. 54/2019/QH14, amended and supplemented under Law No. 56/2024/QH15;

Pursuant to the Law on Enterprises No. 59/2020/QH14, amended and supplemented under Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to the Anti-Money Laundering Law No. 14/2022/QH15;

Pursuant to the Counter-Terrorism Law No. 28/2013/QH13;

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 (amended and supplemented under the Government’s Decree No. 128/2021/ND-CP dated December 30, 2021), and the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020, on derivatives and the derivatives market.

Article 1. 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 (amended and supplemented under the Government’s Decree No. 128/2021/ND-CP dated December 30, 2021)

1. To amend and supplement Point h, Clause 2, Article 2 as follows:

“h) The Vietnam Stock Exchange and its subsidiaries, and the Vietnam Securities Depository and Clearing Corporation and its subsidiaries;”.

2. To amend and supplement a number of points and clauses of Article 4 as follows:

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

“c) Suspension of securities trading activities from 1 month to 24 months;”;

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

“a) Suspension of public bid activities, securities business activities, securities service provision, securities issuance underwriting activities, operation of representative offices, securities depository, clearing and payment activities, and securities trading activities from 1 month to 24 months;”;

c) To amend and supplement Points c, k, l and o, Clause 3, Article 4 as follows:

“c) Forcible provision of accurate information; forcible cancellation of information and forcible correction of information; forcible explanation and provision of information and data related to audit activities;

k) Forcible segregated 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 and its subsidiaries, depository members or clearing members from assets of the Vietnam Securities Depository and Clearing Corporation and its subsidiaries, depository members or clearing members; forcible opening of detailed depository accounts, margin accounts, or clearing margin accounts for each customer; forcible segregated management of assets, trading positions of each customer and forcible segregated management of assets, trading positions of a customer from those of a clearing member; forcible establishment of a system for segregated management of customer funds;

l) Forcible segregated management of assets of clearing members from the those of the Vietnam Securities Depository and Clearing Corporation and its subsidiaries; forcible segregated management of accounts and assets of each clearing member; forcible segregated management of accounts and collaterals of each clearing member and its customers; forcible segregation between clearing collaterals and payment deposits for derivatives transactions and payment deposits for transactions in underlying securities;

o) Forcible cessation of securities business activities or provision of securities services or provision of other financial service activities; forcible cessation of issuance underwriting of securities to the public; forcible reduction of the value of issuance underwriting of securities to the public in accordance with regulations;”;

d) To add Point s after Point r, Clause 3, Article 4 as follows:

“s) Forcible reporting to the nearest General Meeting of Shareholders, or the Board of Directors, or the Members’ Council, or the company president, or the Company Owner on the early redemption of bonds or the exchange of bonds.”.

3. To amend and supplement Clause 2, Article 5 as follows:

“2. Organizations or individuals that repeatedly commit administrative violations prescribed in this Decree shall be subject to the aggravating circumstance of repeated administrative violations, except for violations prescribed in Clause 6 and Clause 7, Article 8; Clause 6, Article 8a; Clause 2 and Clause 3, Article 9; Clause 3, Article 11; Clause 3 and Clause 4, Article 12; Clause 8, Article 13; Clause 4 and Clause 5, Article 18; Clause 4, Article 19; Clause 1, Article 20; Point a, Clause 5, and Clause 6, Article 24; Article 25; Clause 6, Article 26; 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 7, Article 42 of this Decree, which shall be sanctioned for each violation.”.

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

“1. During the process of reviewing and handling violations prescribed in Clause 6 and Clause 7, Article 8; Clause 6, Article 8a; Clause 2 and Clause 3, Article 9; Clause 3, Article 11; Clause 3 and Clause 4, Article 12; Clause 8, Article 13; Clause 4 and Clause 5, Article 18; Clause 4, Article 19; Clause 6, Article 24; Clause 3, Article 28; Clause 4, Article 31; Clause 4, Article 34; Clause 1, Article 35; Clause 1, Article 36; Clause 3, Article 38; Clause 7, Article 42; Point c, Clause 7, Article 45 of this Decree, if the violation shows signs of a criminal offense, the competent person handling the case must transfer the relevant dossier on the act showing signs of a criminal offense to the agency competent to conduct criminal proceedings in accordance with Clauses 1, 2, and 4, Article 62 of the Law on Handling of Administrative Violations. Where the violation shows signs of a criminal offense but is not subject to penal liability examination, administrative sanctions shall be imposed in accordance with this Decree.”.

5. To amend and supplement the title of Section 1, Chapter II as follows:

“Section 1

VIOLATIONS OF REGULATIONS ON PRIVATE OFFERING AND ISSUANCE OF SHARES, BONDS, CONVERTIBLE BONDS, AND BONDS ACCOMPANIED WITH WARRANTS; REGISTRATION OF PRIVATE BONDS, REGISTRATION OF TRADING IN PRIVATE BONDS; DISCLOSURE OF INFORMATION AND PROVISION OF SERVICES RELATED TO THE PRIVATE OFFERING OF CORPORATE BONDS”

6. To amend and supplement Article 8 and add Article 8a, Article 8b, Article 8c after Article 8 as follows:

a) To amend and supplement Article 8 as follows:

“Article 8. Violations of regulations on private offering and issuance of shares, convertible bonds, and bonds accompanied with warrants of public companies, securities companies and fund management companies

1. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for acts of redemption of bonds prior to maturity or exchanging bonds without approval, or redeeming bonds prior to maturity or exchanging bonds not in accordance with the approved plan.

2. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following acts of violation:

a) Conducting private offering or issuance of shares, convertible bonds, or bonds accompanied with warrants outside the prescribed timeframe;

b) Failing to disclose the report on the use of capital and proceeds from the offering or issuance that is audited by accredited audit firms at the annual general meeting of shareholders, Members’ Council, or company owner, or failing to explain in detail the use of the capital and proceeds from the offering or issuance in the audited annual financial statement, except for the case of private offering of convertible bonds or bonds accompanied with warrants;

c) Making statements or guarantees to investors regarding the future price of shares, convertible bonds, or bonds accompanied with warrants, or regarding expected income, profits on such investment, or guaranteeing absence of loss.

3. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed on the issuing organization for committing any of the following violations:

a) Failing to amend or supplement the registration dossier for private offering or issuance of shares, convertible bonds, or bonds accompanied with warrants upon discovering inaccurate information, omissions of content required under the dossier regulations, or the emergence of information related to the submitted dossier or the dossier presented to competent organizations or persons;

b) Changing plans on using capital and proceeds gained from the private offering or issuance not through the Shareholders’ General Meeting or Board of Directors or company president or the company owner; or changing plans on using capital and proceeds gained from the private offering or issuance without authorization and permission from the Shareholders’ General Meeting; changing plans on using capital and proceeds gained from the private offering or issuance 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; failing to report the change of plans on using capital and proceeds gained from the offering or issuance at the latest Shareholders’ General Meeting;

c) Publishing information containing advertising content or soliciting the purchase of shares, convertible bonds, or bonds accompanied with warrants privately offered or issued; advertising the private offering or issuance of shares, convertible bonds, or bonds accompanied with warrants on mass media;

d) Violating the regulations on determining the status of professional securities investors participating in a private offering or issuance; failing to maintain documents evidencing professional securities investor status as required by law;

dd) Certifying the transfer of shares, convertible bonds, or bonds accompanied with warrants during the restricted transfer period or in cases where the law prohibits transfer; conducting transfers of shares, convertible bonds, or bonds accompanied with warrants in violation of Article 31 of the Law on Securities, the law on private offering and trading of corporate bonds in the domestic market, or the offering of corporate bonds to the international market;

e) Failing to deposit proceeds from the offering into a blocked account opened at a bank or foreign bank branch until the completion of the offering and reporting to the State Securities Commission of Vietnam; using proceeds from the offering before receiving written confirmation from the State Securities Commission of Vietnam regarding the offering results;

g) Distributing shares, convertible bonds, or bonds accompanied with warrants in violation of the law.

4. A fine from VND 150,000,000 to VND 300,000,000 shall be imposed for any of the following acts of violation:

a) Private offering or issuing shares, convertible bonds, or bonds accompanied with warrants in contrary to the plans registered with the State Securities Commission of Vietnam or plans approved in the offering or issuing dossiers;

b) Using the proceeds from the private offering or issuance 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 the company owner, or in contrary to the contents reported to competent state management agencies or approved by competent authorities.

5. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following acts of violation:

a) Offering or issuing shares, convertible bonds, or bonds accompanied with warrants without satisfying the legally prescribed conditions; offering or issuing shares, convertible bonds, or bonds accompanied with warrants without registration with the State Securities Commission of Vietnam or when the State Securities Commission of Vietnam's written notice has not yet been sent to the offering or issuing institution, confirming receipt of the complete registration dossier for the private offering or issuance of the offering or issuing institution, and such notice has not yet been posted on the State Securities Commission of Vietnam’s portal;

b) Changing conditions or terms of illegally issued bonds.

6. A fine from VND 500,000,000 to VND 600,000,000 shall be imposed for the act of preparing, confirming the dossier of registration for offering or issuing shares, convertible bonds, or bonds accompanied with warrants, which contains false, misleading, or concealed information.

7. A fine from VND 1,000,000,000 to VND 1,500,000,000 shall be imposed for the act of forging documents or certifying on forged documents to falsely demonstrate compliance with conditions for offering or issuing shares, convertible bonds, or bonds accompanied with warrants in the registration dossier.

8. Additional sanctions:

Confiscation of material evidences and means that are forged documents used to commit the administrative violations specified in Clause 7 of this Article.

9. Remedial measures:

a) Forcible reporting to the nearest General Meeting of Shareholders, or the Board of Directors, or the Members’ Council, or the company president, or the company owner on the early redemption of bonds or the exchange of bonds, for violations specified in Clause 1 of this Article;

b) 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 privately offered shares or deposits shall be 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 shares or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing convertible bonds or bonds accompanied with warrants, interests arising from the money used for buying bonds or deposits shall be calculated according to the interest rate stated on the bonds;

c) Forcible disclosure of the report on the use of capital and proceeds from the offering or issuance, that is audited by accredited audit firms at the nearest general meeting of shareholders, Members’ Council, or company owner, or detailed explanation on the use of proceeds in the audited annual financial statements for violations specified at Point b, Clause 2 of this Article;

d) Forcible cancellation of information, for violations specified at Point c, Clause 3 of this Article;

dd) Forcible approval by the latest Shareholders’ General Meeting or the Board of Directors or the Members’ Council or the company president or the company owner on changes of plans of using the capital, proceeds gained from private offering or issuance of shares, convertible bonds, or bonds accompanied with warrants, for violations specified at Point b, Clause 3 of this Article;

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 15 days after receiving the investors’ request, for violations specified at Point a, Clause 3, Points a and b, Clause 4 and Point b, 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 privately offered shares or deposits shall be 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 shares or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing convertible bonds or bonds accompanied with warrants, interests arising from the money used for buying bonds or deposits shall be calculated according to the interest rate stated on the bonds;

g) 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 violations 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 privately offered shares or deposits shall be 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 shares or deposits at the time the decision on application of this measure takes effect. In case of offering or issuing convertible bonds or bonds accompanied with warrants, interests arising from the money used for buying bonds or deposits shall be calculated according to the interest rate stated on the bonds.”.

b) To add Article 8a, Article 8b, and Article 8c after Article 8 as follows:

“Article 8a. Violations of regulations on private offering of corporate bonds by non-public companies, and private offering of non-convertible bonds and bonds unaccompanied with warrants by public companies, securities companies, and fund management companies

1. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for acts of redeeming bonds prior to maturity or exchanging bonds without approval or consent, or redeeming bonds prior to maturity or exchanging bonds not in accordance with the approved plan.

2. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of conducting a bond offering not in accordance with the prescribed timeline.

3. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for any of the following acts of violation:

a) Committing violations specified at Point d, Clause 3, Article 8 of this Decree;

b) Certifying the transfer of bonds in case the law prohibits such transfer; conducting the transfer of bonds in violation of regulations on private offering and trading of corporate bonds in the domestic market and on the offering of corporate bonds to the international market;

c) Conducting the distribution of bonds in contravention of laws.

4. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed for the act of using proceeds from a bond offering inconsistently with the plan approved by the Shareholders’ General Meeting or the Board of Directors or the Members’ Council or the company president or the company owner, or inconsistently with information disclosed to investors or approved by competent authorities, or inconsistently with laws.

5. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following acts of violation:

a) Conducting a bond offering without satisfying prescribed conditions;

b) Committing violations prescribed at Point b, Clause 5, Article 8 of this Decree;

c) Preparing or certifying a bond offering dossier containing inaccurate or untruthful information.

6. A fine from VND 1,000,000,000 to VND 1,500,000,000 shall be imposed for the act of forging documents or certifying forged documents to falsely demonstrate satisfaction of conditions for bond offerings.

7. Additional sanctions:

Confiscation of material evidences and means that are forged documents used to commit the administrative violations specified in Clause 6 of this Article.

Article 8b. Violations of regulations on registration of privately placed corporate bonds, registration for trading of privately placed corporate bonds, and disclosure of information by entities conducting private offering of corporate bonds

1. Violations of regulations on the deadline for registration of privately placed corporate bonds with the Vietnam Securities Depository and Clearing Corporation shall be sanctioned as follows:

a) A fine from VND 10,000,000 to VND 20,000,000 shall be imposed for the act of late registration of privately placed corporate bonds for less than 3 months beyond the prescribed deadline;

b) A fine from VND 20,000,000 to VND 30,000,000 shall be imposed for the act of late registration of privately placed corporate bonds from 3 months to less than 12 months beyond the prescribed deadline;

c) A fine from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of late registration of privately placed corporate bonds for 12 months or more beyond the prescribed deadline.

2. Violations of regulations on the deadline for registration of trading privately placed corporate bonds with the Stock Exchange shall be sanctioned as follows:

a) A fine from VND 10,000,000 to VND 30,000,000 shall be imposed for late registration of trading privately placed corporate bonds for less than 1 month beyond the prescribed deadline;

b) A fine from VND 30,000,000 to VND 70,000,000 shall be imposed for the act of late registration of trading privately placed corporate bonds from 1 month to less than 12 months beyond the prescribed deadline;

c) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of late registration of trading privately placed corporate bonds for 12 months or more beyond the prescribed deadline.

3. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of disclosing insufficient information as required by law.

4. Violations of regulations on the deadline for disclosure of information shall be sanctioned as follows:

a) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of late disclosure of information for less than 10 working days beyond the prescribed deadline;

b) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of late disclosure of information for 10 working days or more beyond the prescribed deadline.

5. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the act of disclosing misleading information.

6. Remedial measures:

Forcible correction of information, for violations prescribed in Clause 5 of this Article.

Article 8c. Violations of regulations on the provision of services related to private offering of corporate bonds

1. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of violating regulations on representation of holders of privately placed corporate bonds.

2. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of violating regulations on the provision of bidding, underwriting, and issuance agency services for privately placed corporate bonds.

3. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed on securities companies committing violations prescribed at Point d, Clause 3, Article 8 of this Decree.

4. A fine from VND 150,000,000 to VND 200,000,000 shall be imposed on any securities company that is a trading member and fails to ensure that investors fall within the eligible categories permitted to purchase bonds under law before entering orders into the privately placed corporate bond trading system; fails to ensure that it and its customers have sufficient funds or bonds prior to executing transactions; or fails to examine the validity and legality of trading orders in accordance with law.

5. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on any organization providing consultancy on offering dossier that commits any of the following acts of violation:

a) Failing to review compliance with all requirements on conditions for bond offering or bond offering dossier as prescribed by the law on private offering and trading of corporate bonds in the domestic market and offering of corporate bonds to the international market;

b) Advising or assisting the issuing enterprise in providing false or misleading information about the bonds in the dossier for the private offering of corporate bonds.

6. Additional sanctions:

Suspension of securities issuance underwriting operations of the securities company from 1 month to 3 months, for violations of underwriting regulations specified in Clause 2 of this Article.”.

7. To amend and supplement a number of points and clauses of Article 15 as follows:

a) To amend and supplement Point b, Clause 1, Article 15 as follows:

“b) Failing to appoint the person in charge of corporate governance or failing to ensure that the person in charge of corporate governance satisfies the prescribed requirements;”;

b) To amend and supplement Clause 2, Article 15 as follows:

“2. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed on a public company that fails to include the remuneration of each member of the Board of Directors, each member of the Supervisory Board, and the salary of the General Director (Director) and other managers as a separate item in its annual financial statement, or fails to report such matters to the General Meeting of Shareholders at the annual meeting;”;

c) To amend and supplement Point a and Point b, Clause 3, Article 15 as follows:

“a) An independent member of the Board of Directors of a listed company fails to prepare an evaluation report on the operation of the Board of Directors; an independent member of the Board of Directors who serves on the Audit Committee fails to report activities at the annual General Meeting of Shareholders or reports without fully covering the prescribed contents;

b) The Chairperson of the Board of Directors, the Head of the Supervisory Board, or the Chairperson of the Audit Committee fails to ensure the required number of annual meetings of the Board of Directors, the Supervisory Board, or the Audit Committee; the Chair of the Board of Directors or the Head of the Supervisory Board fails to report on the activities of the Board of Directors or the Supervisory Board at the annual General Meeting of Shareholders or reports without fully covering the prescribed contents.”;

d) To amend and supplement Point a, Clause 5, Article 15 as follows:

“a) The Chairperson of the Board of Directors concurrently holds the position of General Director (Director) of a public company; a member of the Board of Directors of a public company concurrently serves as a member of the Board of Directors or Members’ Council of more than 05 other companies;”;

dd) To amend and supplement Point a, Clause 6, Article 15 as follows:

“a) Failing to ensure the required number of members of the Board of Directors or the Supervisory Board; failing to ensure the required number of non-executive members of the Board of Directors; failing to ensure the structure and number of independent members of the Board of Directors; failing to ensure that members of the Board of Directors, Supervisory Board, Audit Committee, or the General Director (Director) satisfy the criteria and conditions as prescribed; failing to ensure the organizational structure of the Audit Committee under the Board of Directors, or failing to ensure the structure and number of members of the Audit Committee;”;

e) To amend and supplement Point b, Clause 6, Article 15 as follows:

“b) Failing to convene the General Meeting of Shareholders as prescribed; failing to invite a representative of the accredited audit firm that audits the company’s annual financial statements to attend the annual General Meeting of Shareholders in cases where the audit report on the company’s annual financial statements contains a material qualification, an adverse opinion, or a disclaimer of opinion;”;

g) To add Point dd after Point d, Clause 6, Article 15 as follows:

“dd) Failing to pay dividends to shareholders in accordance with law after such payment has been approved by the annual General Meeting of Shareholders.”.

8. To amend and supplement a number of points and clauses of Article 24 as follows:

a) To amend and supplement Point b, Clause 5, Article 24 as follows:

“b) Provision of securities services inconsistent with the securities business operations licensed under Article 86 of the Law on Securities;”;

b) To add Point dd after Point d, Clause 5, Article 24 as follows:

“dd) Conducting securities business operations or providing securities services or other financial services that must be reported to the State Securities Commission of Vietnam before implementation, but failing to report to the State Securities Commission of Vietnam, or implementing such activities without obtaining written opinions of the State Securities Commission of Vietnam, or without guiding regulations of a competent state agency.”;

g) To add Clause 5a after Clause 5, Article 24 as follows:

“5a. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for the act of repeated commission of the violation specified at Point dd, Clause 5 of this Article.”;

d) To amend and supplement Clause 7, Article 24 as follows:

“7. Additional sanctions:

a) Suspension of securities business or service provision from 01 month to 03 months, for violations specified in Clause 4, Point b, Clause 5, and Clause 6 of this Article;

b) Suspension of brokerage operations from 01 month to 03 months, for violations specified in Clause 5a of this Article.”;

dd) To add Point d after Point c, Clause 8, Article 24 as follows:

“d) Forcible cessation of securities business operations or the provision of securities services or the provision of other financial services, for violations specified at Point dd, Clause 5, and Clause 5a of this Article.”.

9. To amend and supplement a number of clauses of Article 25 as follows:

a) To amend and supplement Clause 3, Article 25 as follows:

“3. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on a securities company or a fund management company that commits any of the following acts without written approval from the State Securities Commission of Vietnam:

a) Providing services specified at Point b, Clause 1, Article 86 of the Law on Securities;

b) Terminating service provision, except in force majeure events.”;

b) To add Clause 3a after Clause 3, Article 25 as follows:

“3a. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for the act of offering securities overseas by a securities company or a fund management company without written approval from the State Securities Commission of Vietnam.”;

g) To add Clause 5a after Clause 4, Article 25 as follows:

“5. Additional sanctions:

Suspension of securities business or service operations from 01 month to 03 months, for violations specified at Point a, Clause 3 of this Article.”.

10. To amend and supplement a number of points and clauses of Article 26 as follows:

a) To add Point g after Point e, Clause 1, Article 26 as follows:

“g) Failing to establish a specialized unit in charge of communication with customers and for handling customers’ inquiries and complaints.”;

b) To amend and supplement Point g, Clause 2, Article 26 as follows:

“g) Failing to comply with regulations on safety investment ratios of securities companies, and on investment capital sources and investment instruments when carrying out offshore indirect investment.”;

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

“dd) Violations of regulations on proprietary trading operations; violations of regulations on conditions and restrictions on securities issuance underwriting; violations of regulations on investment restrictions applicable to securities companies; violations of regulations on issuance and offering of financial products; violations of regulations on provision of consultancy services, except for the violations specified in Clause 5, Article 8c and Clause 5a of this Article;”;

d) To add Point k after Point i, Clause 3, Article 26 as follows:

“k) Committing violations specified at Point d, Clause 3, Article 8 of this Decree.”;

dd) To amend and supplement Clause 4, Article 26 as follows:

“4. Violations of regulations on margin trading shall be sanctioned as follows:

a) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of violating regulations on opening margin trading accounts and the term of margin lending;

b) A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of violating regulations on margin lending limits and on suspension of margin trading;

c) A fine from VND 150,000,000 to VND 200,000,000 shall be imposed for the act of violating regulations on initial margin ratio, maintenance margin ratio, and margin trading restrictions; permitting clients to conduct margin trading or withdraw funds in excess of their available purchasing power on their margin trading accounts; failing to segregate margin trading accounts from ordinary trading accounts, accounts using loans from credit institutions, day trading accounts, and secured short-selling accounts.”;

e) To amend and supplement Point a, Clause 5, Article 26 as follows:

“a) Failing to develop a system for segregated management of customers’ money under which customers of a securities company open accounts directly at a commercial bank selected by the securities company to manage money for securities transactions; failing to manage each customer’s assets separately, and to segregate customers’ assets from assets of the securities company;”;

g) To add Clause 5a and Clause 5b after Clause 5, Article 26 as follows:

“5a. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed on a securities company committing acts of violation relating to responsibility for reviewing and verifying information in securities offering or issuance dossiers as prescribed by law, except for the case prescribed at Point a, Clause 5, Article 8c of this Decree.

5b. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed on a securities company failing to conduct monitoring of securities transactions in accordance with regulations; failing to make reports upon detecting securities transactions showing signs of violation of securities laws; failing to prepare and submit ad hoc reports or reports at the request of the State Securities Commission of Vietnam, the Vietnam Exchange and its subsidiaries relating to securities transactions as prescribed.”;

h) To amend and supplement Clause 7, Article 26 as follow:

“7. Additional sanctions:

a) Suspension of the provision of services for lending to customers for securities purchases from 01month  to 03 months, for violations prescribed at Point c, Clause 4 of this Article;

b) Suspension of securities brokerage operations from 01 month to 03 months, for violations prescribed at Clause 6 of this Article.”;

i) To amend and supplement Clause 8, Article 26 as follows:

“8. Remedial measures:

a) Forcible return of securities and funds belonging to customers within 60 days from the effective date of the decision imposing this measure, for violations prescribed at Clause 6 of this Article;

b) Forcible establishment of a system ensuring segregated management of customer funds within 03 months, for violations prescribed at Point a, Clause 5 of this Article.”.

11. To amend and supplement Point b, Clause 1, and to add Clause 2a after Clause 2, Article 28 as follows:

a) To amend and supplement Point b, Clause 1, Article 28 as follows:

“b) Failing to promulgate procedures for determining the net asset value of the securities investment company.”;

b) To add Clause 2a after Clause 2, Article 28 as follows:

“2a. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed on a privately offered securities investment company that self-manages its capital but fails to determine, or incorrectly determines, the securities investment company's net asset value.”.

12. To amend and supplement a number of points and clauses of Article 32 as follows:

a) To amend and supplement the title of Clause 1, Article 32 as follows:

“1. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following violations:”;

b) To amend and supplement the title of Clause 2, Article 32 as follows:

“2. A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for any of the following violations:”;

c) To add Point c after Point b, Clause 2, Article 32 as follows:

“c) Failing to supervise securities practitioners to ensure compliance with securities laws.”;

d) To amend and supplement the title of Clause 4, Article 32 as follows:

“4. A fine from VND 200,000,000 to VND 300,000,000 shall be imposed for any of the following violations:”;

dd) To amend and supplement the title of Clause 5, Article 32 as follows:

“5. A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following violations:”;

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

“b) Deprivation of the right to use securities practice certificates from 06 months to 12 months, for violations prescribed in Clause 5 and Point b, Clause 6 of this Article.”.

13. To amend and supplement Article 33 as follows:

“Article 33. Violations of regulations on transactions conducted by founding shareholders; major shareholders and groups of affiliated persons holding 5% or more of voting shares of a public company; investors and groups of affiliated persons holding 5% or more of closed-end fund certificates; groups of related foreign investors holding 5% or more of voting shares of an issuing organization or 5% or more of closed-end fund certificates; insiders of a public company, a public securities investment company, a public fund, and affiliated persons of such insiders

1. Violations of regulations on the reporting deadline upon changes in the percentage of ownership of shares or closed-end fund certificates crossing the 1% threshold of voting shares or closed-end fund certificates shall be sanctioned as follows:

a) A fine from VND 25,000,000 to VND 35,000,000 shall be imposed for the act of failing to report within the prescribed time limit upon changes in the percentage of ownership of shares or closed-end fund certificates crossing the 1% threshold of voting shares or closed-end fund certificates;

b) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failing to report upon changes in the percentage of ownership of shares or closed-end fund certificates crossing the 1% threshold of voting shares or closed-end fund certificates.

2. Violations of regulations on the reporting deadline upon acquiring 5% or more of the voting shares of a public company or a public securities investment company, or 5% or more of closed-end fund certificates, or upon ceasing to be a major shareholder or an investor holding 5% or more of closed-end fund certificates, shall be sanctioned as follows:

a) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failing to report within the prescribed time limit upon acquiring 5% or more of the voting shares of a public company or a public securities investment company, or 5% or more of closed-end fund certificates, or upon ceasing to be a major shareholder or an investor holding 5% or more of closed-end fund certificates;

b) A fine from VND 100,000,000 to VND 140,000,000 shall be imposed for the act of failing to report upon acquiring 5% or more of the voting shares of a public company or a public securities investment company, or 5% or more of closed-end fund certificates, or upon ceasing to be a major shareholder or an investor holding 5% or more of closed-end fund certificates.

3. Violations of regulations on the reporting deadline applicable to founding shareholders before conducting transactions involving restricted shares shall be sanctioned as follows:

a) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failing to report within the prescribed time limit before conducting transactions involving restricted shares;

b) A fine from VND 100,000,000 to VND 140,000,000 shall be imposed for the act of failing to report before conducting transactions involving restricted shares.

4. Violations of regulations on the reporting deadline for transaction execution results shall be sanctioned based on the registered transaction value, calculated at face value (for shares, convertible bonds, and closed-end fund certificates), at the most recent issuance price (for covered warrants), or at the transfer value (for rights to purchase shares, rights to purchase convertible bonds, or rights to purchase fund certificates), as follows:

a) A warning for failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 50,000,000 to under VND 200,000,000, or for failure to report transaction execution results where the registered transaction value is from VND 50,000,000 to under VND 200,000,000;

b) A fine from VND 2,500,000 to VND 5,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 200,000,000 to under VND 400,000,000, and a fine from VND 5,000,000 to VND 10,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 200,000,000 to under VND 400,000,000;

c) A fine from VND 5,000,000 to VND 10,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 400,000,000 to under VND 600,000,000, and a fine from VND 10,000,000 to VND 20,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 400,000,000 to under VND 600,000,000;

d) A fine from VND 10,000,000 to VND 15,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 600,000,000 to under VND 1,000,000,000, and a fine from VND 10,000,000 to VND 30,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 600,000,000 to under VND 1,000,000,000;

dd) A fine from VND 15,000,000 to VND 25,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 1,000,000,000 to under VND 3,000,000,000, and a fine from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 1,000,000,000 to under VND 3,000,000,000;

e) A fine from VND 25,000,000 to VND 35,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 3,000,000,000 to under VND 5,000,000,000, and a fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 3,000,000,000 to under VND 5,000,000,000;

g) A fine from VND 35,000,000 to VND 50,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is from VND 5,000,000,000 to under VND 10,000,000,000, and a fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is from VND 5,000,000,000 to under VND 10,000,000,000;

h) A fine from VND 50,000,000 to VND 75,000,000 shall be imposed for the act of failure to report transaction execution results within the prescribed time limit where the registered transaction value is VND 10,000,000,000 or above, and a fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of failure to report transaction execution results where the registered transaction value is VND 10,000,000,000 or above.

5. Any act of conducting transactions outside the time period disclosed by the Vietnam Exchange or its subsidiary; or conducting transactions in excess of the volume or value disclosed by the Vietnam Exchange or its subsidiary; or conducting transactions before the Vietnam Exchange has disclosed information thereon, shall be sanctioned based on the actual transaction value of the securities, calculated at face value (for shares, convertible bonds, and closed fund certificates), at the most recent issuance price (for covered warrants), or at the transfer value (for rights to purchase shares, rights to purchase convertible bonds, or rights to purchase fund certificates), as follows:

a) A warning 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 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 from 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.

6. The acts of failing to report the expected transactions shall be fined according to the actual trading value of securities calculated at face value (for shares, convertible bonds and fund certificates), or at the latest issuance price (for covered warrants), or the transfer value (for rights to purchase shares, 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.

7. Additional sanctions:

a) Suspension of securities trading activities from 06 months to 12 months, for violations specified at Point h, Clause 5 of this Article;

b) Suspension of securities trading activities from 18 months to 24 months, for violations specified at Point h, Clause 6 of this Article.”.

14. To amend and supplement a number of points and clauses of Article 34 as follows:

a) To amend and supplement Clause 1, Article 34 as follows:

“1. Suspension of securities trading activities from 18 months to 24 months for acts of lending an account to another person for securities trading or holding securities on behalf of another person, leading to market manipulation.”;

b) To amend and supplement Point b, Clause 2, Article 34 as follows:

“b) Violation of regulations on investment and securities trading activities by foreign investors or foreign-invested economic organizations in the Vietnamese securities market;”.

15. To amend and supplement a number of points and clauses of Article 39 as follows:

a) To amend and supplement Point e, Clause 3, Article 39 as follows:

“e) Failing to establish a system ensuring the segregated management of accounts and assets of the Vietnam Securities Depository and Clearing Corporation from accounts and assets of clearing members, or failing to establish and operate an account system to segregate assets and transactions of each investor and of investors from clearing members; failing to segregate accounts and assets of each clearing member, or to segregate accounts and assets of clearing members and their own customers, or failing to segregate clearing collaterals and accounts from the derivatives market, or failing to segregate collaterals and payment deposits for derivatives transactions from payment deposits for underlying securities transactions;”;

b) To amend and supplement Points a and b, Clause 7, Article 39 as follows:

“a) Forcible segregated management of depository accounts, margin accounts, clearing margin accounts including money and securities of customers at the Vietnam Securities Depository and Clearing Corporation and its subsidiaries, depository members, clearing members from assets of the Vietnam Securities Depository and Clearing Corporation and its subsidiaries, depository members, clearing members; forcible opening of detailed depository accounts, margin accounts, clearing margin accounts for each customer; forcible segregated management of assets and trading positions of each customer and forcible segregated management of assets, trading positions of a customer from those of a clearing member; and forcible development of a customer fund segregation management system, for violations specified at Point dd, Clause 3 of this Article, within a maximum period of 6 months from the date on which the decision on applying such measure takes effect;

b) Forcible segregated management of assets of clearing members from the assets of the Vietnam Securities Depository and Clearing Corporation and its subsidiaries; forcible segregated management of accounts and assets of each clearing member; forcible segregated management of margin accounts and assets of each clearing member and their own customers; and forcible segregation of collaterals, payment deposits for derivatives transactions, and payment deposits for underlying securities transactions, for violations specified at Point e, Clause 3, of this Article, within a maximum period of 6 months from the effective date of the decision to apply this measure.”.

16. To amend and supplement Article 42 as follows:

“Article 42. Violations of information disclosure regulations

1. Warning shall be imposed for any of the following violations:

a) Failing to register or re-register the information discloser or the authorized information discloser, or failing to issue regulations on information disclosure;

b) Failing to notify the State Securities Commission of Vietnam, the Vietnam Exchange, and subsidiaries of the web address and any changes related to such address as prescribed by law.

2. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following acts of violation:

a) Failing to fully comply with the law on means, forms, or language of information disclosure;

b) Failing to retain disclosed information as prescribed by law.

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) Failing to disclose sufficient information as prescribed by law, or failing to disclose sufficient information as required by the State Securities Commission of Vietnam, the Vietnam Exchange, and subsidiaries under Clause 3, Article 120; Clause 4, Article 123; Clause 3, Article 124 of the Securities Law;

b) Disclosing personal information of a subject without the subject’s consent as prescribed by law.

4. Violations of regulations on the deadline for disclosure of information shall be sanctioned as follows:

a) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of delaying the disclosure of information by less than 15 days compared with the prescribed deadline or any deadline required by the State Securities Commission of Vietnam, the Vietnam Exchange, or their subsidiaries, as provided under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities;

b) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of delaying the disclosure of information by 15 days or more compared with the prescribed deadline or any deadline required by the State Securities Commission of Vietnam, the Vietnam Exchange, or their subsidiaries, as provided under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities.

5. A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of failing to confirm or correct information, or for the act of confirming or correcting information after the legally prescribed deadline, where such information may affect the price of securities, or upon the request of the State Securities Commission of Vietnam, the Vietnam Exchange, or their subsidiaries, as provided under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities.

6. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the act of disclosing misleading information.

7. 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.

8. Additional sanctions:

Suspension of securities business or service activities, representative office operations, depository activities, clearing and payment of securities, or securities trading activities from 1 month to 3 months, for violations specified in Clause 7 of this Article.

9. Remedial measures:

Forcible correction of information, for violations prescribed in Clauses 6 and 7 of this Article.”.

17. To amend and supplement Article 43 as follows:

“Article 43. Violations of reporting regulations

1. A fine from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of failing to retain reported information as prescribed by law.

2. A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of submitting reports with insufficient information as required by law, or failing to submitting reports with sufficient information as requested by the State Securities Commission of Vietnam under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities.

3. Violations of regulations on reporting deadlines shall be sanctioned as follows:

a) A fine from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of delayed reporting of less than 15 days compared with the prescribed deadline or any deadline required by the State Securities Commission of Vietnam under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities;

b) A fine from VND 70,000,000 to VND 100,000,000 shall be imposed for the act of delayed reporting of 15 days or more compared with the prescribed deadline or any deadline required by the State Securities Commission of Vietnam under Clause 3, Article 120; Clause 4, Article 123; and Clause 3, Article 124 of the Law on Securities.

4. A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the act of reporting false or misleading information.

5. Remedial measures:

Forcible correction of information, for violations prescribed in Clause 4 of this Article.”.

18. To amend and supplement the title of Section 14, Chapter II as follows:

“Section 14

VIOLATIONS OF REGULATIONS ON ANTI-MONEY LAUNDERING; COUNTER-TERRORISM FINANCING; COUNTER-PROLIFERATION FINANCING OF WEAPONS OF MASS DESTRUCTION

Article 45. Violations of regulations on anti-money laundering; counter-terrorism financing; counter-proliferation financing of weapons of mass destruction

1. Securities companies and securities investment fund management companies violating regulations on customer identification, customer risk classification, risk assessment, and regulations related to customers who are politically exposed foreign individuals shall be subject to the following sanctions:

a) A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of failing to identify customers, failing to update customer identification information, failing to verify customer identification information, or performing customer identification, updating, or verification in a manner inconsistent with the law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction;

b) A fine from VND 100,000,000 to VND 150,000,000 shall be imposed for the act of failing to conduct risk assessments, failing to update results of risk assessments regarding money laundering, terrorism financing, or financing of proliferation of weapons of mass destruction as prescribed by law; failing to report assessment results or risk updates, or failing to disseminate the results or updates of such risk assessments as required by law;

c) A fine from VND 150,000,000 to VND 200,000,000 shall be imposed for the act of failing to establish a risk management process, failing to classify customers according to risk levels, or establishing a risk management process and classifying customers in a manner inconsistent with the law on anti-money laundering, counter-terrorism financing, and counter proliferation financing of weapons of mass destruction; and failing to comply with requirements applicable to customers who are politically exposed foreign individuals under the Law on Anti-Money Laundering.

2. Securities companies and securities investment fund management companies that violate regulations on reporting of large-value transactions, reporting of suspicious transactions, or reporting of suspicious acts related to terrorist financing or financing of proliferation of weapons of mass destruction shall be sanctioned as follows:

a) A fine from VND 80,000,000 to VND 120,000,000 shall be imposed for violations relating to the time limit or requirements on completeness and accuracy of reporting information committed for the third time or more within a fiscal year with respect to large-value transaction reports in accordance with law on anti-money laundering, counter-terrorist financing, and counter-proliferation financing of weapons of mass destruction; and for submission of reports lacking information as required by law with respect to suspicious transaction reports related to money laundering, terrorist financing, or financing of proliferation of weapons of mass destruction;

b) A fine from VND 150,000,000 to VND 250,000,000 shall be imposed for the act of failing to report large-value transactions subject to mandatory reporting under the law; failing to report suspicious transactions related to money laundering, terrorism financing, or financing of proliferation of weapons of mass destruction as required by law; or failing to report when there is suspicion that a customer or a customer’s transaction is related to terrorism financing or financing of proliferation of weapons of mass destruction, or when the customer is included on a blacklist or a designated list in accordance with the law on counter-terrorism and counter-proliferation financing of weapons of mass destruction.

3. Securities companies and securities investment fund management companies that violate internal regulations on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction shall be sanctioned as follows:

a) A fine from VND 100,000,000 to VND 200,000,000 shall be imposed for the act of failing to apply, or improperly applying, internal regulations in carrying out internal control or internal audit, or for failing to submit internal audit reports in accordance with the law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction; failing to apply internal regulations on assignment or failing to register the assignment of personnel or units responsible for anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction as required by law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction; failing to apply, or improperly applying, internal regulations on training, retraining, or recruitment in accordance with the law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction;

b) A fine from VND 200,000,000 to VND 300,000,000 shall be imposed for the act of failing to promulgate internal regulations or promulgating internal regulations in contravention of the law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction.

4. Securities companies and securities investment fund management companies that violate regulations on new products and services, existing products and services applying innovative technologies, or special transaction monitoring shall be sanctioned as follows:

a) A fine from VND 150,000,000 to VND 200,000,000 shall be imposed for act of failing to implement, or inadequately implementing, the regulations relating to the responsibilities of reporting entities when providing new products and services, or existing products and services applying innovative technologies, in accordance with the Law on Anti-Money Laundering;

b) A fine from VND 200,000,000 to VND 300,000,000 shall be imposed for the act of failing to conduct special transaction monitoring as prescribed in the Law on Anti-Money Laundering.

5. Securities companies and securities investment fund management companies that violate regulations on transaction delay, account freezing, or sealing or temporary seizure of assets shall be sanctioned as follows:

a) A fine from VND 150,000,000 to VND 250,000,000 shall be imposed for the act of failing to report transaction delays in accordance with the law on anti-money laundering and counter-terrorism financing; failing to immediately report the implementation of suspension of circulation or freezing of money or assets related to terrorism financing or financing of proliferation of weapons of mass destruction as required by law;

b) A fine from VND 250,000,000 to VND 350,000,000 shall be imposed for the act of failing to apply transaction delay measures in accordance with the law on anti-money laundering and counter-terrorism financing; failing to freeze accounts or apply sealing, freezing, or temporary seizure of assets upon receipt of the competent state agency's decision as prescribed in the Law on Anti-Money Laundering; failing to suspend circulation or freeze money or assets related to terrorism, terrorism financing, or financing of proliferation of weapons of mass destruction in accordance with the law.

6. A fine from VND 150,000,000 to VND 250,000,000 shall be imposed on securities companies and securities investment fund management companies that commit any of the following violations of regulations on the retention, provision, and confidentiality of information, dossiers, documents, and reports:

a) Failing to provide information, dossiers, documents, or reports in a timely manner as required by the laws on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction, which is not serious enough for penal liability examination;

b) Failing to retain, or failing to fully retain, information, dossiers, documents, or reports; or failing to retain information, dossiers, or documents within the period prescribed by the law on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction;

c) Failing to comply with regulations on the confidentiality of customer identification information with respect to information, dossiers, documents, or reports related to reportable transactions as prescribed by the laws on anti-money laundering, counter-terrorism financing, and counter-proliferation financing of weapons of mass destruction.

7. Securities companies and securities investment fund management companies committing prohibited acts in anti-money laundering, and counter-terrorism financing, shall be sanctioned as follows:

a) A fine from VND 150,000,000 to VND 250,000,000 shall be imposed for the act of obstructing the provision of information serving anti-money laundering and counter-terrorism financing activities;

b) A fine from VND 300,000,000 to VND 400,000,000 shall be imposed for the act of establishing or maintaining anonymous accounts or accounts under fictitious names;

c) A fine from VND 400,000,000 to VND 500,000,000 shall be imposed for organizing, participating in, or facilitating or assisting the commission of money laundering acts, which are not serious enough for penal liability examination; establishing or maintaining business relationships with shell banks; failing to report acts of terrorism financing, which are not serious enough for penal liability examination; abusing the suspension of circulation, freezing, sealing, temporary seizure, or handling of money or assets related to terrorism financing to infringe upon the interests of the State or the lawful rights and interests of agencies, organizations, or individuals; directly or indirectly providing money, assets, financial resources, economic resources, financial services, or other services to organizations or individuals related to terrorism or terrorism financing.

8. Additional sanctions:

Suspension of securities business or service operations from 01 month to 03 months, for violations specified at Point c, Clause 7 of this Article”.

19. To amend and supplement Clause 1, Article 47, and to add Clause 1a and Clause 1b after Clause 1, Article 47 as follows:

a) To amend and supplement Clause 1, Article 47 as follows:

“1. Directors of provincial-level Departments of Finance, the Chief Inspector of the State Securities Commission, and the Head of an inspection team established by the Chairperson of the State Securities Commission of Vietnam may:

a) Impose warning;

b) Impose fines of up to VND 2,400,000,000, for organizations, or up to VND 1,200,000,000, for individuals;

c) Suspend securities trading activities for a definite term; deprive of the right to use, for a definite term, the certificate of registration for operation of a representative office or a securities practice certificate;

d) Apply the additional sanctions and remedial measures specified in Clauses 2 and 3, Article 4 of this Decree.”;

b) To add Clause 1a after Clause 1, Article 47 as follows:

“1a. Heads of inspection teams of the Inspectorate of the State Securities Commission may:

a) Impose warning;

b) Impose fines of up to VND 1,500,000,000, for organizations, or up to VND 750,000,000, for individuals;

c) Confiscate administrative violation material evidences and means used to commit administrative violations in the securities sector;

d) Apply the remedial measures specified in Clause 3, Article 4 of this Decree.”.

20. To amend and supplement Clause 1 and Clause 4, Article 49 as follows:

a) To amend and supplement Clause 1, Article 49 as follows:

“1. When applying an additional sanction in the form of suspension of securities business or service activities as prescribed at Point a, Clause 2, Article 20; Point a, Clause 7, Article 24; Clause 5, Article 25; Point b, Clause 6, Article 27; Point a, Clause 2, Article 35; Point a, Clause 2, Article 36; Clause 8, Article 42; Clause 8, Article 45; and Point a, Clause 3,

Article 46 of this Decree, the persons competent under Clauses 1, 2, and 3,

Article 47 of this Decree may issue a decision suspending, for a definite term, one, several, or all securities business or service operations of the violating organization.”;

b) To amend and supplement Clause 4, Article 49 as follows:

“4. Within 3 working days from the date of issuance of a sanctioning decision that imposes suspension of securities business or service activities, the competent person issuing the sanctioning decision must send such sanctioning decision to the sanctioned organization, the Vietnam Exchange, its subsidiaries, and the Vietnam Securities Depository and Clearing Corporation for enforcement.”.

21. To amend and supplement Clause 1 and Clause 3, Article 50 as follows:

“1. When imposing the sanction of suspension of securities depository operations or clearing and payment operations as prescribed in Clause 4, Article 38; Point a, Clause 6, Article 39; Clause 5, Article 40, and Clause 8, Article 42 of this Decree, the persons competent under Clauses 1, 2, and 3 Article 47 of this Decree, may issue a decision suspending, for a definite term, one, several, or all depository operations or clearing and payment operations of the violating organization.

3. Within 3 working days from the date of issuance of a sanctioning decision that imposes sanction of suspension of securities depository operations or clearing and payment operations, the competent person issuing the sanctioning decision must send such sanctioning decision to the sanctioned organization, and the Vietnam Securities Depository and Clearing Corporation for enforcement.”.

22. To amend and supplement Clause 2, Article 50a as follows:

“2. Within 3 working days from the date of issuance of a sanctioning decision that imposes sanction of deprivation of the right to use the securities practice certificate, the competent person issuing the sanctioning decision must send such sanctioning decision to the securities practitioner, and the securities company employing such practitioner for enforcement.”.

23. To amend and supplement a number of points and clauses of Article 51 as follows:

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

“3. The period for implementing remedial measures under Clause 3, Article 4 of this Decree shall not exceed 30 days from the effective date of the decision imposing such measures, except in cases specified at Points c, e, and g, Clause 9, Article 8; Points a and dd, Clause 9, Article 8, where submission to or reporting at the next General Meeting of Shareholders is required; Points a and b, Clause 5, Article 9; Points a, b, and c, Clause 8, Article 10; Points b and c, Clause 6, Article 12; Clause 3, Article 15a; Point d, Clause 6, Article 17; Point a, Clause 7, Article 18; Clause 8, Article 26; Clause 7, Article 27; Point c, Clause 8, Article 32; Point b, Clause 6, Article 34; Clause 7, Article 39; Point a, Clause 6, Article 40; Clause 4, Article 44; and Clauses 1 and 2, Article 51 of this Decree. Violating individual or organization shall report to the competent person that issued the sanctioning decision on the results of compliance with such remedial measures within a maximum of 3 working days from the expiration of the period for compliance with such remedial measures.”;

b) To amend and supplement the title of Clause 4, Article 51 as follows:

“4. The recall of offered or issued securities; return to investors of the purchase price of securities or deposits (if any) and any interest from such purchase price or deposits, as prescribed at Points b, e, and g, Clause 9, Article 8; Points a and b, Clause 5, Article 9; Point a, Clause 8, Article 10; and Points b and c, Clause 6, Article 12 of this Decree, shall apply in case where the offered or issued securities have not yet been listed or registered for trading and shall be carried out as follows:”;

c) To amend and supplement Point a and Point b, Clause 5, Article 51 as follows:

“a) In case where the measure of returning funds belonging to customer is applied, as prescribed at Point a, Clause 8, Article 26 and Point c, Clause 8, Article 32 of this Decree, the violating organization or individual shall return to the customer the full amount of money in his/her account that was misappropriated, seized, temporarily held, lent, or used in violation of the law, together with interest calculated at the non-term deposit rate of the commercial bank where the customer’s account is maintained at the time the decision imposing this measure takes effect. The interest payable by the violating organization or individual to the customer shall be calculated from the date the customer’s funds were misappropriated, seized, temporarily held, lent, or used in violation of the law until the date the violating organization or individual returns the funds to the customer;

b) In case where the measure of returning securities belonging to customers is applied, as prescribed at Point a, Clause 8, Article 26 and Point c, Clause 8, Article 32 of this Decree, the violating organization or individual shall return to the customer the securities that were misappropriated, seized, temporarily held, lent, or used in violation of the law, together with any additional securities or monetary amounts arising from the misappropriated, seized, temporarily held, lent, or unlawfully used securities (if any) during the period of such unlawful misappropriation, seizure, temporary holding, lending, or use;”.

24. To amend and supplement Clause 2, Article 51a as follows:

“2. Within 3 working days from the date of issuance of a sanctioning decision imposing the suspension of securities trading activities, the competent person that issued such decision shall deliver the decision to the sanctioned organization or individual, Vietnam Exchange and its subsidiaries, Vietnam Securities Depository and Clearing Corporation, and relevant securities companies for enforcement.”.

25. To replace and annul a number of clauses 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 (amended and supplemented under the Government’s Decree No. 128/2021/ND-CP dated December 30, 2021) as follows:

a) To replace the phrase “Vietnam Securities Depository and Clearing Corporation” with the phrase “Vietnam Securities Depository and Clearing Corporation and its subsidiaries” in Clauses 2, 4 and 5, Article 39;

b) To annul Clauses 1, 3, 4 and 5, Article 19; Clause 3, Article 32; Clause 2, Article 3, and Clause 3, Article 48.

Article 2. Amending and supplementing a number of articles of the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020, on derivatives and the derivatives market, and the attached Appendix

1. To amend and supplement Point c, Clause 3, Article 4 as follows:

“c) Satisfying the conditions specified at Points e and g, Clause 2 of this Article.”.

2. To amend and supplement Point c, Clause 1, Article 5 as follows:

“c) Audited financial statements of the latest 2 fiscal years and the reviewed latest biannual financial statement (for case of application for a derivatives business eligibility certificate after June 30);”.

3. To amend and supplement Point d, Clause 1, Article 5 as follows:

“d) A list of the Director (General Director), Deputy Directors (Deputy General Directors) in charge of professional operations, and staff members for different derivatives business operations, made according to Form No. 02 provided in the Appendix to this Decree, enclosed with their personal files. A personal file must at least comprise  an identity card or citizen identity card or passport, and a labor contract;”.

4. To amend and supplement Clause 2, Article 5 as follows:

“2. Documents included in a dossier specified in Clause 1 of this Article are not required in case they have been sent to the State Securities Committee of Vietnam under regulations on reporting and information disclosure. In cases where an individual included in the list prescribed at Point d, Clause 1 of this Article uses a digital identification account to carry out administrative procedures under this Decree, information regarding the digital identity, information integrated on the electronic identity card, and the digital identification account shall be deemed valid for evidentiary purposes, equivalent to providing or presenting documents containing such information in the course of performing administrative procedures. In case where the labor contract has not yet been integrated, the individual shall submit the labor contract.”.

5. To amend and supplement Point a, Clause 1, Article 6 as follows:

“a) The securities company has failed to satisfy one or several of the conditions specified at Points b, and d, Clause 2, Article 4 of this Decree for 6 consecutive months; or the fund management company has failed to satisfy one or several of the conditions specified at Points a and b, Clause 3, Article 4 of this Decree for 6 consecutive months;”.

6. To amend and supplement Point d, Clause 2, Article 9 as follows:

“d) Having a liquidity ratio of at least 260% for the last 12 consecutive months;”.

7. To amend and supplement Point d, Clause 3, Article 9 as follows:

“d) Satisfying the conditions specified at Point a, Clause 2 of this Article.”.

8. To amend and supplement Point c, Clause 1, Article 10 as follows:

“c) Audited financial statements of the latest 2 fiscal years and the reviewed latest biannual financial statement (for case of application for a derivatives clearing and payment service provision eligibility certificate after June 30); and a report on financial safety ratio for the latest 12 months (for securities companies);”.

9. To amend and supplement Point a, Clause 1, Article 11 as follows:

“a) The securities company has failed to satisfy the conditions specified at Points c and d, Clause 2, Article 9 of this Decree for 6 consecutive months; or the commercial bank or foreign bank branch has failed to satisfy the conditions specified at Point b, Clause 3, Article 9 of this Decree for 6 consecutive months;”.

10. To annul Points c, dd, and h, Clause 2, Article 4; Point dd, Clause 1, Article 5; Points g and h, Clause 2, and Point c, Clause 3, Article 9; and Point d, Clause 1, Article 10 of the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020, on derivatives and the derivatives market.

11. To amend and supplement Form No. 02 in the Appendix to the Government’s Decree No. 158/2020/ND-CP dated December 31, 2020, on derivatives and the derivatives market, according to Form No. 02 in the Appendix to this Decree.

Article 3. Implementation provisions

1. This Decree takes effect from January 09, 2026.

2. Transitional provisions:

For administrative violations concerning securities and the securities market for which decisions on sanctioning administrative violations have been issued or fully executed before the effective date of this Decree, and where the individual or organization still lodges complaints or initiates litigation, such cases shall be resolved in accordance with the law on handling of administrative violations relating to securities and the securities market and other relevant legal provisions in force at the time the violation was committed.

3. Responsibility for implementation organization:

Ministers, heads of ministerial-level agencies, heads of the government-attached agencies, Chairpersons of People's Committees of provinces and centrally-run cities, and concerned organizations and individuals shall implement this Decree.