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THE
GOVERNMENT
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.
156/2020/ND-CP
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Hanoi,
December 31, 2020
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DECREE
PRESCRIBING PENALTIES FOR ADMINISTRATIVE VIOLATIONS AGAINST
REGULATIONS ON SECURITIES AND SECURITIES MARKET
Pursuant to the Law on
Government Organization dated June 19, 2015; the Law on amendments to the Law
on Government Organization and the Law on Organization of Local Governments
dated November 22, 2019;
Pursuant to the Law on penalties
for administrative violations dated June 20, 2012;
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 Counter-Terrorism
Law dated June 12, 2013;
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The Government promulgates a
Decree prescribing penalties for administrative violations against regulations
on securities and securities market.
Chapter I
GENERAL PROVISIONS
Article 1.
Scope
1. This Decree deals with
administrative violations, penalties, fines, remedial measures, the power to
impose penalties and the power to make records of administrative violations
against regulations on securities and securities market.
2. Administrative violations
against regulations on securities and securities market prescribed herein
include:
a) Violations against regulations
on private placement of securities;
b) Violations against regulations
on public offering in Vietnam;
c) Violations against regulations
on issuance of bonds in the international market, offering of securities
overseas, and issuance of securities used as the basis for offering of
depositary receipts overseas or provision of assistance in issuing depositary
receipts overseas on the basis of shares issued in Vietnam;
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d) Violations against regulations
on public companies;
e) Violations against regulations
on tender offers;
g) Violations against regulations
on listing and registration of securities;
h) Violations against regulations
on organization of securities market;
i) Violations against regulations
on securities trading and practice; violations against regulations on
securities transactions;
k) Violations against regulations
on registration, depositing, clearing and payment for securities, supervisory
banks and custodian banks;
l) Violations against regulations
on information disclosure and reporting; violations against regulations on
audit of public companies, listed organizations, organizations performing
public offering, securities companies, securities investment companies,
securities investment funds and fund management companies;
m) Violations against regulations
on anti-money laundering and counter-terrorism in the fields of securities and
securities market;
n) Violations against regulations
on inspection by competent authorities;
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Article 2.
Regulated entities
1. Vietnamese and foreign
organizations and individuals (hereinafter referred to as “entities”) that
commit administrative violations against regulations on securities and
securities market prescribed herein.
2. The organizations mentioned in
Clause 1 of this Article include:
a) Public companies;
b) State-owned enterprises, wholly
state-owned single-member limited liability companies and public service
agencies that are equitized in the form of public offering of securities;
c) Issuers;
d) Listed or registered
organizations; organizations providing counseling on listing and registration
of securities;
dd) Accredited audit organizations;
e) organizations providing
counseling on offering and issuance of securities; underwriters; bidding
organizations and issuing agents;
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h) Vietnam Exchange (VNX) and its
subsidiaries, Vietnam Securities Depository and Clearing Corporation (VSDC);
i) Shareholders and investors that
are organizations;
k) Commercial banks and foreign
bank branches (FBBs) in Vietnam that perform depositing, clearing and payment
for securities transactions; supervisory banks;
l) Securities-related
socio-professional organizations;
m) Other organizations operating in
securities market or involved in securities and securities market.
Article 3.
Definitions
For the purposes of this Decree,
the terms below are construed as follows:
1. “use of internal information for
trading securities” means the commission of the prohibited act related to
securities and securities market prescribed in Clause 2 Article 12 of the Law
on Securities, including one, some or all of the following acts:
a) Using internal information to
buy or sell securities to oneself or another person;
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2. “manipulation of securities
market” means the commission of the prohibited act related to securities and
securities market prescribed in Clause 3 Article 12 of the Law on Securities,
including one, some or all of the following acts:
a) Using one or several accounts of
oneself or another person, or colluding with another person to continuously buy
and sell securities in order to create artificial demand or supply;
b) Placing orders to buy and sell
the same type of securities within the same trading day or colluding with
another person to buy and sell securities without actual transfer of ownership
or with the ownership transferred within the group in order to create
artificial demand and supply;
c) Continuously buying or selling
securities with a controlling quantity at the opening or closing time of the
market in order to create a new closing or opening price for such type of
securities on the market;
d) Trading securities by colluding
with or persuading another person to continuously place securities purchase and
sale orders to remarkably affect the demand, supply and prices of securities,
or manipulate securities prices;
dd) Offering opinions whether
directly or via the mass media about a type of securities or securities issuer
in order to affect the price of that type of securities after conducting a
transaction and holding the position of that type of securities;
e) Using other methods or
committing other trading acts, with or without providing false information, to
create artificial demand and supply or manipulate securities prices.
3. “forging documents or making
certification on forged documents” means the creation or certification of
documents or information that are or is untruth or inaccurate in order to apply
for private placement of securities, public offering of securities, issuance of
additional shares, registration of a public company, listing or trading of
securities.
4. “licenses and certificates
related to securities activities and securities market” are types of licenses
and certificates issued by competent authorities in accordance with regulations
of the Law on Securities to perform activities related to securities and
securities market.
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6. “making clients and investors
confused about securities prices” means the act of deliberately providing
clients and investors with inaccurate, inadequate or unfounded information,
comments, counseling or recommendations or hiding facts about prices or factors
affecting prices of one or several types of securities which makes clients and
investors confused about securities prices and make bad investment decisions.
7. “inaccurate information” means
the information that is inaccurate compared to the accurate and correct
information or the one certified or verified by competent authorities or
entities.
8. “giving unfair treatment to
holders of the same type of shares, call option for shares and convertible
bonds or closed-end fund certificates bid for in tender offer” means the
application of different conditions, terms, rights, benefits, obligations and
responsibilities by the entity making tender offers to investors holding the
same type of shares, call option for shares, convertible bonds or closed-end
fund certificates in a tender offer, or application of tender offer conditions
other than those announced.
Article 4.
Penalties and remedial measures
1. Primary penalties:
a) Warning;
b) Fines;
c) Suspension of securities trading
for a period of 01 - 12 months;
d) Suspension of certificate of registration
of representative office operation or securities professional certificate for a
period of 01 - 24 months.
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a) Suspension of tender offer;
securities trading or securities services; securities underwriting; operation
of representative office; securities depository, clearing and payment services;
securities transactions or other activities specified in the penalty imposition
decision for a period of 01 - 12 months;
b) Suspension of certificate of
registration of representative office operation or securities professional
certificate for a period of 01 - 24 months in case the primary penalty
prescribed in Point d Clause 1 of this Article is not imposed;
c) Confiscation of exhibits and
instrumentalities used for committing administrative violations in the field of
securities.
3. Remedial measures:
Depending on the nature and
severity of each administrative violation against regulations on securities and
securities market, the violating entity may be liable to one or some of the
following remedial measures as prescribed in Chapter II hereof:
a) Enforced withdrawal of issued or
offered securities; return of payments for securities or deposit (if any) plus
interests calculated according to the interest rate specified on bonds or demand
deposit interest rate announced by the bank at which the violating entity's
account is opened for receiving payments for securities or deposit at the time
the decision to enforce this measure takes effect; enforced withdrawal of
additionally issued shares; enforced withdrawal of securities offered or issued
within the period beyond the prescribed one; enforced return of securities and
any amounts of money of clients; enforced completion of private placement
within the prescribed period;
b) Enforced disclosure of the
audited report on capital use at the following General Meeting of Shareholders
(GMS) or disclosure of the detailed descriptions of the use of capital
generated from the latest private placement of shares or public offering of
securities, which are included in the audited annual financial statements;
c) Enforced provision of accurate
reports/information; enforced removal or correction of inaccurate information;
enforced provision of explanations, information and data about audit
activities;
d) Enforced transfer of illegal
benefits or revenues obtained from the administrative violation;
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e) Enforced sale of shares or share
capital or stakes to reduce the holding ratio as prescribed; enforced sale of
shares or closed-end fund certificates to reduce the holding ratio to below the
one requiring the tender offer;
g) Enforced obtainment of approval
of the nearest GMS or Board of Directors or Board of Members or Company's
President for changes in purposes or plan for use of capital generated by the
private placement or public offering of securities;
h) Enforced submission of
application for registration or listing of securities to VNX and its
subsidiaries;
i) Enforced depositing and separate
management of assets and capital of each trustor, each securities investment
fund, securities investment companies managed by the fund management company or
branch of foreign fund management company in Vietnam; enforced separate
management of trust assets, assets of securities investment funds and
securities investment companies, and assets of the fund management company or
branch of foreign fund management company in Vietnam; enforced depositing and
separate management of assets of each securities investment fund, securities
investment company, and trustor and assets of the bank;
k) Enforced separate management of
depository accounts and margin accounts keeping money and securities of clients
at VSDC, depository members, and clearing members and their assets; enforced
opening of depository accounts and margin accounts for each client; enforced
separate management of assets and positions of each client, and separate
management of assets and positions of clients and clearing members;
l) Enforced separate management of
accounts and assets of clearing members and VSDC; enforced separate management
of accounts and assets of each clearing member; enforced separate management of
margin accounts and assets of each clearing member and his/her clients;
enforced separate management of margin assets, deposits for derivatives trading
and deposits for underlying securities trading;
m) Enforced removal of website,
software, trading system and other equipment used for committing the violation;
n) Enforced suspension of procedures
for registration of public company;
o) Enforced suspension of
underwriting of public offering; enforced reduction of underwriting value of
public offering as prescribed.
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1. The maximum fine imposed upon an
organization or individual for committing the violation prescribed in Clause 1
Article 35 or Clause 1 Article 36 hereof is 10 times or 05 times respectively
the illegal revenue obtained from the violation. In case there is no illegal
revenue or the fine based on the illegal revenue is smaller than the maximum
fine mentioned in Clause 2 of this Article, the maximum fine mentioned in
Clause 2 of this Article shall apply.
2. The maximum fine for another
securities-related violation shall be VND 3.000.000.000 if committed by an organization
or VND 1.500.000.000 if committed by an individual.
3. The fines prescribed in Chapter
II hereof are imposed upon violating organizations, except the cases in Clause
3 and Clause 4 Article 15, Clause 2 and Clause 4 Article 30, Clause 3 and
Clause 5 Article 39 hereof in which the fines are imposed upon individuals. The
fine imposed upon an individual shall be a half of the fine imposed upon an
organization for committing the same violation.
Article 6.
Prescriptive periods of administrative violations in the field of securities
1. The prescriptive periods of
incur administrative penalties against regulations on securities shall comply
with regulations in Article 6 of the Law on penalties for administrative
violations.
2. Determination of prescriptive
periods of securities-related violations:
a) The prescriptive period of an
ongoing administrative violation shall commence to run from the day on which
the violation is discovered by the on-duty competent official;
b) The prescriptive period of a
completed administrative violation shall commence to run from the day of
completion of the violation.
3. Ending dates of some violations
in Chapter II hereof, which are used for determining the prescriptive periods
of such violations, shall be determined as follows:
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b) The ending date of a violation
against regulations on application for registration of public company
prescribed in Clause 1, Clause 2, Clause 3, Clause 4, Point a Clause 5, Clause
6 or Clause 7 Article 13 hereof is the day on which the application is
submitted to the State Securities Commission of Vietnam (SSC);
c) The ending date of a violation
against regulations on listing and registration of securities prescribed in
Clause 3 Article 18 hereof is the first day on which securities are traded on
the trading system;
d) If the day on which the license,
certificate of registration of representative office operation, or securities
professional certificate is erased or altered as prescribed in Point a Clause 4
Article 24, Point c Clause 3 Article 30, or Point b Clause 4 Article 32 hereof
cannot be determined, the ending date of the violation shall be the day on
which such erasement or alteration is discovered;
d) The ending date of a violation
against regulations on reporting and information disclosure prescribed in Point
a Clause 3 or Point a Clause 4 Article 42, Point a Clause 2 or Point a Clause 3
Article 43 is the reporting date or the date of information disclosure.
Article 7.
Transfer of violation case files
1. When discovering the violations
in Clause 6 and Clause 7 Article 8, Clause 2 and Clause 3 Article 9, Clause 3
Article 11, Clause 3 and Clause 4 Article 12, Clause 8 Article 13, Clause 4 and
Clause 5 Article 18, Clause 4 Article 19, Clause 6 Article 24, Clause 3 Article
28, Clause 4 Article 31, Clause 4 Article 34, Clause 1 Article 35, Clause 1
Article 36, Clause 3 Article 38, Clause 5 Article 42, Point d Clause 4 and
Point b Clause 6 Article 45 hereof, the persons competent to impose penalties
shall transfer such violation case files to competent criminal proceedings
agencies as prescribed in Clauses 1, 2 and 4 Article 62 of the Law on penalties
for administrative violations.
2. If the relevant criminal proceedings
agency decides not to institute criminal proceedings, the violation case file
shall be returned to the person competent to impose penalties who has
transferred it to the criminal proceedings agency as prescribed in Clause 3
Article 62 of the Law on penalties for administrative violations for imposing
administrative penalties in accordance with the provisions herein.
Chapter II
ADMINISTRATIVE VIOLATIONS, PENALTIES AND REMEDIAL
MEASURES
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Article 8.
Violations against regulations on private placement of securities
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to comply with
regulations on announcement of securities issuance;
b) Carrying out redemption of bonds
before maturity or bond swaps without obtaining approval or against the
approved plan;
c) Failing to disclose the audited
report on capital use at the GMS or failing to provide the detailed
descriptions of the use of capital generated from the latest private placement
of shares or public offering of securities, which are included in the audited
annual financial statements, except cases where shares are offered or issued
for exchanging debts or shares/stakes.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Failing to carry out the private
placement of securities within the prescribed time limit;
b) Distributing privately placed
securities against regulations of law;
c) Failing to transfer the capital
generated by the offering to the escrow account; releasing or using the capital
generated by the offering before SSC gives written confirmation of offering
results;
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dd) Failing to carry out
registration or depositing of privately placed bonds or failing to complete the
registration or depositing of privately placed bonds within the prescribed time
limit.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Failing to revise the
application for registration of private placement when finding inaccurate,
inadequate or misleading information or any new information related to the
application submitted to competent entities;
b) Carrying out the private
placement of securities against the registered or approved plan;
c) Disclosing information before
the private placement which contains advertising information on the mass media,
except information to be disclosed as prescribed by law; advertising the
private placement on the mass media;
d) Selecting ineligible investors
to purchase privately place securities; failing to retain documents about
selection of investors to purchase privately place securities as prescribed by
law;
dd) Certifying the transfer of
privately placed securities within the transfer restriction period or in case
such transfer is prohibited by law; carrying out the transfer of privately
placed securities in contravention of regulations in Article 31 of the Law on
Securities or regulations on private placement and trading of privately placed
corporate bonds in domestic market and offering of corporate bonds in
international market.
4. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for committing one of the
following violations:
a) Changing the purposes or making
changes in the plan for use of capital generated by the private placement
without obtaining the approval from the GMS, Board of Directors, Board of
Members or Company’s President as prescribed by law, or making changes in the plan
for use of capital generated by the private placement before obtaining the
GMS’s authorization;
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5. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed for committing one of the
following violations:
a) Carrying out the private
placement without satisfying the private placement requirements set forth in
law, or without applying for registration with SSC in case the issuer is a
public company, securities company or fund management company, or before SSC
gives a written confirmation that it has received the adequate application for
registration of private placement to the issuer and publish the same
information on its website;
b) Failing to ensure the
satisfaction of private placement requirements as prescribed by law; failing to
ensure that the application for private placement contains accurate, truthful,
verifiable and unequivocal information, and important information that affect
investors’ decision; failing to review the satisfaction of requirements by
purchasers of privately placed bonds.
6. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for preparing or making
certification on the application for registration of private placement which
contains false information or conceals true information.
7. A fine ranging from VND
1.000.000.000 to VND 1.500.000.000 shall be imposed for forging documents or
making certification on forged documents proving the satisfaction of private
placement requirements included in the application for registration of the private
placement.
8. Additional penalties:
The exhibits and instrumentalities
of the violation in Clause 7 of this Article, which are forged documents, shall
be confiscated.
9. Remedial measures:
a) The violating entity is
compelled to withdraw the offered or issued securities, and return payments for
securities or deposit (if any) plus interests calculated according to the
interest rate specified on bonds or demand deposit interest rate announced by
the bank, at which the violating entity's account is opened for receiving
payments for securities or deposit, at the time the decision to enforce this
measure takes effect within 15 days from the day on which the investor’s
request is received in case of commission of the violation in Point a or b
Clause 3 of this Article and securities have been offered or issued, or the
violation in Clause 4 or Point a Clause 5 of this Article. Investors must send
their request within 60 days from the day on which the decision to enforce this
measure takes effect;
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c) The violating entity is
compelled to obtain the approval of the nearest GMS, Board of Directors, Board
of Members or Company's President for changes in purposes or plan for use of
capital generated by the private placement in case of commission of the
violation in Point a Clause 4 of this Article;
d) The violating entity is
compelled to remove information in case of commission of the violation in Point
c Clause 3 of this Article;
dd) The violating entity is
compelled to continue the private placement according to the schedule; withdraw
securities offered or issued within the period beyond the prescribed one;
return payments for securities or deposit (if any) plus interests calculated
according to the interest rate specified on bonds or demand deposit interest
rate announced by the bank at which the violating entity's account is opened
for receiving payments for securities or deposit at the time the decision to
enforce this measure takes effect in case of commission of the violation in
Point a Clause 2 of this Article. The withdrawal of securities and return of
money to investors must be completed within 30 days from the day on which the
decision to enforce this measure takes effect;
e) The violating entity is
compelled to withdraw the offered or issued securities, and return payments for
securities or deposit (if any) plus interests calculated according to the
interest rate specified on bonds or demand deposit interest rate announced by
the bank at which the violating entity's account is opened for receiving
payments for securities or deposit at the time the decision to enforce this
measure takes effect in case of commission of any of the violations in Clauses
6, 7 of this Article and securities have been offered or issued. The withdrawal
of securities and return of money to investors must be completed within 60 days
from the day on which the decision to enforce this measure takes effect.
Section 2.
VIOLATIONS AGAINST REGULATIONS ON PUBLIC OFFERING IN VIETNAM
Article 9.
Violations against regulations on application for registration of public
offering in Vietnam
1. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for failing to revise the
application for registration of public offering when finding inaccurate,
inadequate or misleading information or any new information related to the
application.
2. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for preparing or making
certification on the application for registration of public offering which
contains false information or conceals true information.
3. A fine ranging from VND
2.500.000.000 to VND 3.000.000.000 shall be imposed for forging documents or
making certification on forged documents proving satisfaction of public
offering requirements included in the application for registration of public
offering.
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The exhibits and instrumentalities
of the violation in Clause 3 of this Article, which are forged documents, shall
be confiscated.
5. Remedial measures:
a) The violating entity is
compelled to withdraw the offered securities, and return payments for
securities or deposit (if any) plus interests calculated according to the
demand deposit interest rate announced by the bank, at which the violating
entity's account is opened for receiving payments for securities or deposit, at
the time the decision to enforce this measure takes effect within 15 days from
the day on which the investor’s request is received in case of commission of
the violation in Clause 1 of this Article and securities have been offered to
the public. Investors must send their requests within 60 days from the day on
which the decision to enforce this measure takes effect;
b) The violating entity is compelled
to withdraw the offered securities, and return payments for securities or
deposit (if any) plus interests calculated according to the demand deposit
interest rate announced by the bank at which the violating entity's account is
opened for receiving payments for securities or deposit at the time the
decision to enforce this measure takes effect in case of commission of any of
the violations in Clauses 2, 3 of this Article and securities have been offered
to the public. The withdrawal of securities and return of money to investors
must be completed within 60 days from the day on which the decision to enforce
this measure takes effect;
c) The violating entity is
compelled to remove or correct information in case of commission of the
violation in Clause 2 of this Article.
Article 10.
Violations against regulations on execution of public offering in Vietnam
1. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for commenting or guaranteeing
securities prices in the future, income or profits on the investors’
investment, or making no-loss guarantee, except cases of public offering of
non-convertible bonds.
2. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Using untruth or inaccurate
information to make market surveys before obtaining the permission for public
offering; distributing publicly offered securities against regulations of law;
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c) Failing to disclose the audited
report on capital use at the GMS or failing to disclose the detailed
descriptions of the use of capital generated by the public offering, which are
included in the audited annual financial statements.
3. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed upon the underwriter for
committing one of the following violations:
a) Failing to fulfill requirements
set forth in law when underwriting the public offering;
b) Underwriting a public offering
in the form of firm commitment with total securities value higher than the
underwriter’s owner's equity or exceeding 15 times the difference between
short-term assets and short-term liabilities according to the latest financial
statements.
4. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed for committing one of the
following violations:
a) Conducting the public offering
against the plan registered with SSC;
b) Changing the purposes or making
changes in the plan for use of capital generated by the public offering without
obtaining the GMS’s approval or before obtaining the GMS’s authorization, or
making changes in the plan for use of capital generated by the public offering
with the change involving at least 50% of the capital generated by the public
offering, except the offering of non-convertible bonds or bonds without
attached warrants under the plan approved by the Board of Directors; using the
capital generated by the public offering against the purposes or plan approved
by the GMS, or the information disclosed to investors or the report submitted
to SSC.
5. A fine ranging from VND
500.000.000 to VND 600.000.000 shall be imposed for committing one of the
following violations:
a) Conducting the public offering
without fulfilling requirements set forth in law;
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c) Conducting the public offering
without submitting an application for registration of public offering to SSC or
before obtaining SSC’s certificate of registration of public offering;
d) Failing to underwrite the public
offering according to the public offering underwriting agreement included in
the application for registration of public offering.
6. A fine ranging from VND
600.000.000 to VND 700.000.000 shall be imposed upon a foreign organization
conducting the public offering in Vietnam for violating the commitment not to
shift funds abroad or violating the commitment not to withdraw self-financed
counterpart funds during the term of the licensed project.
7. Additional penalties:
Underwriting services shall be
suspended for a period of 06 - 12 months in case of commission of the violation
in Point b Clause 3 of this Article.
8. Remedial measures:
a) The violating entity is
compelled to withdraw the offered securities, and return payments for
securities or deposit (if any) plus interests calculated according to the
demand deposit interest rate announced by the bank, at which the violating
entity's account is opened for receiving payments for securities or deposit, at
the time the decision to enforce this measure takes effect within a maximum
period of 15 days from the day on which the investor’s request is received in
case of commission of the violation in Clause 4, Point a, b or c Clause 5, or
Clause 6 of this Article. Investors must send their requests within 60 days
from the day on which the decision to enforce this measure takes effect;
b) The violating entity is
compelled to obtain the approval of the nearest GMS for changes in purposes or
plan for use of capital generated by the public offering in case of commission
of the violation in Point b Clause 4 of this Article;
c) The violating entity is
compelled to disclose the audited report on capital use at the nearest GMS or
disclose the detailed descriptions of the use of capital generated from the
public offering which are included in the audited annual financial statements
in case of commission of the violation in Point c Clause 2 of this Article;
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dd) The violating entity is
compelled to reduce the underwriting value of public offering as prescribed in
case of commission of the violation in Point b Clause 3 of this Article.
Section 3.
VIOLATIONS AGAINST REGULATIONS ON ISSUANCE OF BONDS IN INTERNATIONAL MARKET,
OFFERING OF SECURITIES OVERSEAS, AND ISSUANCE OF SECURITIES USED AS THE BASIS
FOR OFFERING OF DEPOSITARY RECEIPTS OVERSEAS OR PROVISION OF ASSISTANCE IN
ISSUING DEPOSITARY RECEIPTS OVERSEAS ON THE BASIS OF SHARES ISSUED IN VIETNAM
Article 11.
Violations against regulations on issuance of bonds in the international
market, offering of securities overseas, and issuance of securities used as the
basis for offering of depositary receipts overseas or provision of assistance
in issuing depositary receipts overseas on the basis of shares issued in
Vietnam
1. A fine ranging from VND
100.000.000 to VND 200.000.000 shall be imposed for failing to revise the
application for issuance of bonds in the international market, offering of
securities overseas, issuance of securities used as the basis for offering of
depositary receipts overseas or provision of assistance in issuing depositary
receipts overseas on the basis of shares issued in Vietnam when finding
inaccurate or inadequate information or any new information related to the
submitted application.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed for committing one of the
following violations:
a) Conducting issuance of bonds in
the international market, offering of securities overseas, and issuance of
securities used as the basis for offering of depositary receipts overseas or
provision of assistance in issuing depositary receipts overseas on the basis of
shares issued in Vietnam without meeting requirements set forth in law;
b) Conducting issuance of bonds in
the international market, offering of securities overseas, and issuance of
securities used as the basis for offering of depositary receipts overseas or
provision of assistance in issuing depositary receipts overseas on the basis of
shares issued in Vietnam without applying for registration thereof with a
competent authority or before obtaining approval or written consent from a
competent authority.
3. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for failing to preparing or
making certification on the application for issuance of bonds in the
international market, offering of securities overseas, issuance of securities
used as the basis for offering of depositary receipts overseas or provision of
assistance in issuing depositary receipts overseas on the basis of shares
issued in Vietnam, which contains false information or conceals true
information.
4. Remedial measure:
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Section 4.
VIOLATIONS AGAINST REGULATIONS ON ISSUANCE OF ADDITIONAL SHARES
Article 12.
Violations against regulations on issuance of additional shares
1. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Failing to revise the
application for or reports on issuance of additional shares when finding
inaccurate or inadequate information or any new information related to the
submitted application or reports;
b) Conducting the issuance of
additional shares against the plan submitted to or registered with SSC.
2. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed for committing one of the
following violations:
a) Conducting issuance of
additional shares without submitting reports to SSC or before obtaining SSC’s
certificate of receipt of adequate reports on issuance of additional shares;
b) Conducting issuance of
additional shares without applying for registration of issuance of additional
shares with SSC; Conducting issuance of additional shares before or without
obtaining SSC’s approval;
c) Conducting issuance of
additional shares without fulfilling requirements set forth in law.
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4. A fine ranging from VND
1.000.000.000 to VND 1.500.000.000 shall be imposed for forging documents or
making certification on forged documents proving the satisfaction of
requirements for issuance of additional shares included in the application for
registration of issuance of additional shares.
5. Additional penalty:
The exhibits and instrumentalities
of the violation in Clause 4 of this Article, which are forged documents, shall
be confiscated.
6. Remedial measures:
a) The violating entity is
compelled to remove or correct information in case of commission of the
violation in Clause 3 of this Article;
b) The violating entity is
compelled to withdraw the issued shares, and return payments for shares or
deposit (if any) plus interests calculated according to the demand deposit
interest rate announced by the bank, at which the violating entity's account is
opened for receiving payments for shares or deposit, at the time the decision
to enforce this measure takes effect within a maximum period of 15 days from
the day on which the investor’s request is received in case of commission of
the violation in Point a Clause 1 of this Article and shares have been issued,
or the violation in Point b Clause 1 or Clause 2 of this Article. Investors
must send their requests within 60 days from the day on which the decision to
enforce this measure takes effect;
c) The violating entity is
compelled to withdraw the additionally issued shares, and return payments for
shares or deposit (if any) plus interests calculated according to the demand
deposit interest rate announced by the bank, at which the violating entity's
account is opened for receiving payments for shares or deposit, at the time the
decision to enforce this measure takes effect within a maximum period of 15
days from the day on which the investor’s request is received in case of
commission of the violation in Clause 3 or Clause 4 of this Article and shares
have been additionally issued. Investors must send their requests within 60
days from the day on which the decision to enforce this measure takes effect.
Section 5.
VIOLATIONS AGAINST REGULATIONS ON PUBLIC COMPANIES
Article 13.
Violations against regulations on application for public company registration
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2. A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed for late submission of application
for public company registration of exceeding 01 month to 03 months.
3. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed for late submission of
application for public company registration of exceeding 03 months to 06
months.
4. A fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed for late submission of application for
public company registration of exceeding 06 months to 12 months.
5. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Late submission of application
for public company registration of exceeding 12 months to 24 months;
b) The application for public
company registration contains inaccurate information about business operations,
shareholders, assets, financial status and other issues.
6. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for late submission of
application for public company registration of exceeding 24 months to 36
months.
7. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for late submission of
application for public company registration of exceeding 36 months, or failing
to submit the application for public company registration.
8. A fine ranging from VND
1.000.000.000 to VND 2.000.000.000 shall be imposed for forging documents or
making certification on forged documents proving the public company’s
satisfaction of eligibility requirements included in the application for public
company registration.
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The exhibits and instrumentalities
of the violation in Clause 8 of this Article, which are forged documents, shall
be confiscated.
10. Remedial measures:
a) The violating entity is
compelled to provide accurate information in case of commission of the
violation in Point b Clause 5 of this Article;
b) The violating entity is
compelled to suspend procedures for public company registration in case of
commission of the violation in Clause 8 of this Article.
Article 14.
Violations against regulations on delisting of public company
1. The following penalties shall be
imposed for committing violations against regulations on notification to SSC
when failing to satisfy the eligibility requirements for a public company laid
down in Article 32 of the Law on Securities:
a) A warning shall be imposed for
late submission of notice to SSC of less than 15 days after the prescribed
deadline;
b) A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed for late submission of notice to
SSC of 15 days or more after the prescribed deadline;
c) A fine ranging from VND
10.000.000 to VND 15.000.000 shall be imposed for failing to send notice to SSC
as prescribed.
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Article 15.
Violations against regulations on public company administration
1. A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed for committing one of the following
violations:
a) Failing to develop and submit
the company administration regulations to GMS for approval;
b) Failing to designate executive
officers as prescribed by law.
2. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed upon the public company for
failing to record remunerations of each member of the Board of Directors,
salaries of General Director (Director) and other executive officers in a
separate section of the company’s annual financial statements, and report them
at the annual GMS.
3. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed upon any of members of the Board
of Directors, Director (General Director) and other executive officers/managers
for committing a violation against regulations on provision of information for
the Board of Directors and Board of Controllers.
4. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon individuals mentioned in
this Clause for committing one of the following violations:
a) Chairperson of Board of
Directors concurrently holds the position of Director or General Director of
the same public company; a member of the Board of Directors of a public company
also acts as a member of Board of Directors of more than 05 other companies;
b) A member of the Board of
Directors fails to submit reports on his/her incomes from subsidiaries,
associate companies and other organizations to the Board of Directors by the
prescribed deadline or submits a report which contains inadequate information;
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d) A member of the Board of
Directors, a member of the Board of Controllers (Controller), or General
Director (Director) fails to submits reports to the Board of Directors/Board of
Controllers on transactions between the public company and companies of which
he/she is a founder or manager over the last 03 years before the transaction
date, or transactions between the public company and companies whose members of
Board of Director, General Director (Director) or major shareholders are
his/her related persons;
dd) Chairperson or member of the
Board of Directors, General Director (Director) or another executive officer of
the public company executes contracts/transactions before obtaining approval
from the GMS or Board of Directors as prescribed by law.
5. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a public company for
committing one of the following violations:
a) Failing to ensure the number of
members of the Board of Directors as prescribed by law; failing to ensure that
at least one third (1/3) of the members of its Board of Directors are
non-executive members; failing to ensure the composition and number of
independent members of the Board of Directors as prescribed;
b) Failing to announce the
compilation of the list of shareholders eligible to participate in the GMS at
least 20 days before the record date;
c) Failing to invite representative
of the accredited audit organization that audited the Company’s annual
financial statements to participate in the annual GMS in case the auditor's
report on annual financial statements contains unqualified opinions, adverse
opinions or disclaimer of opinions;
d) Violating regulations on
transactions with shareholders, executive officers and their related persons.
Article 16.
Violations against regulations on repurchase of shares
1. A fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed for committing one of the following
violations:
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b) Failing to follow procedures for
reducing charter capital or failing to complete procedures for reducing charter
capital within the prescribed time limit after repurchasing shares.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Repurchasing shares without submitting
required documents to SSC or before obtaining SSC’s notice of receipt of
adequate documents about share repurchase;
b) Repurchasing shares without
fulfilling requirements set forth in law;
c) Making changes in the share
repurchase plan, except in force majeure events or cases where such changes are
approved by SSC;
d) Repurchasing shares against the
plan submitted to SSC or publicly disclosed information;
dd) Selling repurchased shares,
except cases specified in Clause 7 Article 36 of the Law on Securities.
3. Remedial measure:
The violating entity is compelled
to return any benefits illegally obtained from the commission of the violation
in Point d Clause 2 of this Article.
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Article 17. Violations
against regulations on tender offers
1. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Directly or indirectly
purchasing or subscribing shares, call option for shares and convertible bonds
of the target company or closed-end fund certificates of the target investment
fund, call option for closed-end fund certificates of the target investment
fund outside the tender offer;
b) Selling or concluding an
agreement to sell the shares or closed-end fund certificates being bid for;
c) Giving unfair treatment to
holders of the same type of shares, call option for shares and convertible
bonds, or closed-end fund certificates being bid for;
d) Providing information separately
for shareholders or investors, or providing information for them at different
levels or time;
dd) Failing to make tender offers
within the prescribed period or the one registered with SSC;
e) Refusing to buy shares from
shareholders of the target company or closed-end fund certificates from
investors of the target investment fund during the tender offer;
g) Purchasing shares of the target
company or fund certificates of the target investment fund against the terms
and conditions of the tender offer declaration;
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i) Failing to report or disclose information
on the tender offer or reporting or disclosing information on the tender offer
against regulations of law;
k) Failing to ensure the
application of increased bid price to all shareholders of the target company or
investors of the target investment fund, including shareholders or investors
that have sent selling registration forms to the entity making tender offer;
l) Failing to designate a
securities company to act as the tender offer agent; failing to update
information about tender offer agent which must be enclosed with certificate of
tender offer agent.
2. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed upon securities company that
acts as tender offer agent for committing one of the following violations:
a) Failing to provide tender offer
instructions resulting in the commission of the violation in Clause 1 of this
Article;
b) Failing to ensure that the
entity making tender offer has enough money to make the tender offer on the
registered official tender offer date.
3. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed for committing one of the
following violations:
a) Failing to apply for
registration of tender offer as prescribed by law;
b) Conducting the tender offer
before obtaining SSC’s approval or before the entity making the tender offer
publicly announces the tender offer according to the method prescribed by law;
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4. A fine ranging from VND
1.000.000.000 to VND 1.500.000.000 shall be imposed for misusing information
about the tender offer to buyer securities or providing information, or
enticing or tempting others to buy or sell securities before the official
tender offer date.
5. Additional penalty:
The tender offer shall be suspended
for a period of 01 – 03 months in case of commission of the violation in Point
a, b, c or d Clause 1 of this Article.
6. Remedial measures:
a) The violating entity is
compelled to conduct the tender offer according to the registered plan in case
of commission of the violation in Point e or g Clause 1, or Point c Clause 3 of
this Article;
b) The violating entity is
compelled to continue purchasing shares or closed-end fund certificates which
remain after the tender offer in case of commission of the violation in Point h
Clause 1 of this Article;
c) The violating entity is
compelled to relinquish the rights to vote directly or through an authorized
representative in proportion to the number of shares obtained from the
violation in Point a or b Clause 3 of this Article;
d) The violating entity is
compelled to sell shares or closed-end fund certificates to reduce the holding
ratio to below the one requiring the tender offer in case of commission of the
violation in Point a or b Clause 3 of this Article within a maximum period of
06 months from the day on which the decision to enforce this measure takes
effect;
dd) The violating entity is
compelled to return any benefits illegally obtained from the commission of one
of the violations in Clause 4 of this Article.
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Article 18.
Violations against regulations on listing and registration of securities
1. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for failing to carry out
procedures for changes to listing or registration of securities or failing to
complete procedures for listing or registration of additional securities by the
prescribed deadline.
2. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for failing to revise the
application for listing or registration of securities when finding inaccurate,
inadequate or misleading information or any new information related to the
submitted application.
3. The following fines shall be
imposed for failing to apply for listing or registration of securities, or
failing to apply for listing or registration of securities by the prescribed
deadlines:
a) A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed for late submission of
application for listing or registration of securities of up to 01 month;
b) A fine ranging from VND
30.000.000 to VND 70.000.000 shall be imposed for late submission of
application for listing or registration of securities of exceeding 01 month to
03 months;
c) A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for late submission of
application for listing or registration of securities of exceeding 03 months to
06 months;
d) A fine ranging from VND
100.000.000 to VND 200.000.000 shall be imposed for late submission of
application for listing or registration of securities of exceeding 06 months to
09 months;
dd) A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed for late submission of
application for listing or registration of securities of exceeding 09 months to
12 months;
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4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for preparing or making
certification on the application for listing or registration of securities
which contains false information or conceals true information.
5. A fine ranging from VND
2.500.000.000 to VND 3.000.000.000 shall be imposed for forging documents or
making certification on forged documents proving satisfaction of requirements
for securities listing included in the application for listing of securities,
or forging documents or making certification on forged documents included in
the application for registration of securities.
6. Additional penalty:
The exhibits and instrumentalities
of the violation in Clause 5 of this Article, which are forged documents, shall
be confiscated.
7. Remedial measures:
a) The violating entity is
compelled to apply for listing or registration of securities with VNX and its
subsidiaries within 60 days in case of commission of the violation in Clause 3
of this Article;
b) The violating entity is
compelled to remove or correct information in case of commission of the
violation in Clause 4 of this Article.
Article 19.
Violations against regulations on listing of securities by Vietnamese issuers
on foreign Stock Exchanges
1. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for failing to revise the
application for listing of securities on foreign Stock Exchange when finding
inaccurate, inadequate or misleading information or any new information related
to the submitted application.
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3. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed for committing one of the
following violations:
a) Failing to submit application
for listing of securities on foreign Stock Exchange to SSC as prescribed by
law;
b) Carrying out listing of
securities on foreign Stock Exchange before obtaining SSC’s approval.
4. A fine ranging from VND 400.000.000
to VND 500.000.000 shall be imposed for preparing or making certification on
the application for listing of securities on foreign Stock Exchange which
contains false information or conceals true information.
5. Remedial measure:
The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 4 of this Article.
Section 8.
VIOLATIONS AGAINST REGULATIONS ON ORGANIZATION OF SECURITIES MARKET
Article 20.
Violations against regulations on organization of securities market
1. A fine ranging from VND
2.500.000.000 to VND 3.000.000.000 shall be imposed for organizing securities
market against regulations in Clause 2 Article 42 of the Law on Securities.
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a) Securities activities and securities
services of securities company, securities investment fund management company,
or branch of foreign securities company or foreign fund management company in
Vietnam shall be suspended for a period of 03 - 05 months in case of commission
of the violation in Clause 1 of this Article;
b) Securities professional
certificate shall be suspended for a period of 12 - 18 months if the holder
commits the violation in Clause 1 of this Article.
3. Remedial measures:
a) The violating entity is
compelled to return any benefits illegally obtained from the commission of the
violation in Clause 1 of this Article;
b) The violating entity is
compelled to remove website, software, trading system and other equipment used
for committing the violation in Clause 1 of this Article.
Article 21.
Violations against regulations on management of listing and registration of
securities by VNX and its subsidiaries
1. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for
failing to take actions against listed organizations that fail to maintain
their fulfillment of listing requirements as prescribed.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for
approving, changing or cancelling listing or registration of securities against
regulations.
Article 22.
Violations against regulations on management of members by VNX and its
subsidiaries
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2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for
committing one of the following violations:
a) Granting membership to an entity
that fails to meet eligibility requirements;
b) Suspending or cancelling
membership in contravention of regulations of law.
Article 23.
Violations against regulations on trading and supervision by VNX and its
subsidiaries
1. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for
committing one of the following violations:
a) Organizing trading of new
securities, changing a trading method and applying a new trading method or
inaugurating a new trading system without obtaining SSC’s approval;
b) Failing to take actions against
violations against trading regulations or failing to follow procedures for
supervision of securities trading as prescribed;
c) Failing to put securities under
alert, control or restriction in accordance with regulations of law and VNX’s
regulations.
2. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for
failing to suspend or terminate trading of securities according to VNX’s
regulations in case such suspension or termination is necessary to protect
investors’ rights and interests.
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Article 24.
Violations against regulations on license for establishment and operation
1. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed upon a branch of foreign
securities company or foreign fund management company in Vietnam for failing to
follow procedures for modification of the license for establishment and
operation of branch in accordance with regulations of law.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a securities company,
securities investment fund management company, securities investment company or
branch of foreign securities company or foreign fund management company in
Vietnam for committing one of the following violations:
a) Failing to revise the
application for issuance or modification of the license/certificate when
finding inaccurate or inadequate information, or any new information related to
the submitted application;
b) Trading securities before the
official inauguration date.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a founding shareholder or
capital contributor during establishment of a securities company or securities investment
fund management company for transferring their shares or stakes within the
transfer restriction period.
4. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for committing one of the
following violations:
a) Erasing or altering contents of
the license;
b) Borrowing, hiring or receiving
transfer of license, or lending, leasing or transferring the license; failing
to trade securities or provide securities services in its own name; using the
names of others or allowing others to use its name to trade securities or
provide securities services.
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a) Conducting securities operations
before obtaining the SSC’s license;
b) Trading securities or providing
securities services or other services which must be reported to SSC before
submitting reports to SSC or obtaining SSC’s approval or a competent
authority’s written instructions; providing securities services other than the
licensed ones as prescribed in Article 86 of the Law on Securities;
c) Operating for improper purposes
or against the issued license or certificate or the approved contents;
d) Continuing operations or
performing prohibited or restricted acts during the operation period, after
termination of operation or while the license or certificate is revoked.
6. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for committing one of the
following violations:
a) Preparing or certifying the
application for issuance or modification of the license for establishment and
operation which contains forged documents or false information or conceals true
information;
b) Preparing or certifying the
application for certificate of eligibility to trade derivatives or provide
clearing services or derivatives payment services which contains forged
documents or false information.
7. Additional penalties:
a) Securities activities or
services shall be suspended for a period of 01 – 03 months in case of commission
of the violation in Point b or c Clause 5, or Clause 6 of this Article;
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8. Remedial measures:
a) The violating entity is
compelled to return any benefits illegally obtained from the leasing or
transfer of the license in Point b Clause 4 of this Article;
b) The violating entity is
compelled to remove or correct information in case of commission of the
violation in Clause 6 of this Article.
Article 25.
Violations against regulations on changes requiring approval
1. A fine ranging from VND
50.000.000 to VND 100.000.000 shall be imposed upon a securities company,
securities investment fund management company, securities investment company,
or branch of a foreign securities company or foreign fund management company in
Vietnam for changing name of the company, branch, representative office or
transaction office before obtaining SSC’s written approval.
2. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a securities company,
securities investment fund management company, or branch of foreign securities
company or foreign fund management company in Vietnam for performing one of the
following acts before obtaining SSC’s written approval:
a) Relocating the company’s head
office, or domestic or overseas branch, representative office or transaction
office;
b) Establishing or shutting down
domestic or overseas branch, representative office or transaction office;
c) Changing business operations at
a branch; making indirect outward investments; establishing an overseas
subsidiary and receiving trusteeship to make indirect outward investments;
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3. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon a securities company or
securities investment fund management company for performing one of the
following acts before obtaining SSC’s written approval:
a) Offering and listing securities
of the securities company or securities investment fund management company
overseas;
b) Providing the services mentioned
in Point b Clause 1 Article 86 of the Law on Securities;
c) Terminating the provision of
services, except in force majeure events.
4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for reorganizing a securities
company or securities investment fund management company before obtaining SSC’s
written approval.
Article 26.
Violations against regulations on operation of securities companies and
branches of foreign securities companies in Vietnam
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to fully formulate internal
procedures, business processes, internal control and risk management
procedures, and code of professional ethics in conformity with business
operations and services provided;
b) Failing to comply with
regulations of the Law on Securities and the Law on Enterprises in terms of
management and administration of securities companies other than public
companies, and branches of foreign securities companies in Vietnam;
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d) Failing to fully collect and
update information about clients, unless information is not fully provided by
the client; failing to adequately and truthfully provide information for
clients as prescribed by law;
dd) Failing to disclose at the head
office, branches and transaction offices information about transaction methods,
order placement, margin, payment time, transaction fees, services provided,
conditions for provision of services, list of certified securities
professionals and other information as prescribed by law;
e) Failing to notify the forced
selling, selling of mortgaged securities or trading results to clients by the
prescribed deadline.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Failing to fully retain
information about clients; failing to fully retain documents and records
related to operation of the securities company or branch of a foreign
securities company in Vietnam; retaining documents and records that do not
fully and accurately reflect transactions of clients and securities company or
branch of a foreign securities company in Vietnam; a branch of a foreign
securities company in Vietnam directly manages deposits for securities trading
and opens securities trading accounts for domestic investors;
b) Violating regulations on opening
of securities trading accounts for clients;
c) Violating regulations on a
securities company’s responsibility to provide securities investment
consultancy services and financial consultancy services; performing prohibited
acts when providing securities investment consultancy services and financial
consultancy services;
d) Violating regulations on receipt
of trusteeship for managing securities trading accounts of individual
investors;
dd) Failing to establish systems
for internal audit, internal control and risk management for each business
operation; failing to arrange personnel for internal audit unit or internal
control unit, or arranging unqualified persons; failing to supervise and
prevent conflict of interests within the company and in transactions with
related persons, between clients or between the securities company or branch of
foreign securities company in Vietnam, certified securities professionals and
clients; failing to develop a information technology system and backup database
to ensure safe and continuous operation;
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g) Failing to organize the
supervision unit; failing to supervise securities trading according to the
Minister of Finance’s regulations; failing to submit reports when finding any
suspicious securities transactions.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Making clients and investors
confused about securities prices;
b) Agreeing on or proposing a
specific interest rate or sharing profits or losses with clients in order to
entice them to trade securities;
c) Making payment for transactions
with persons other than holders of securities trading accounts without their
written authorization;
d) Revealing information about
clients, unless the provision of information is agreed by the client or
requested by a competent authority; failing to fully, punctually and accurately
provide information about clients at the request of SSC as prescribed in
Article 89 of the Law on Securities;
dd) Violating regulations on
proprietary trading; violating regulations on conditions and restrictions on
securities underwriting; violating regulations on restrictions on investments
of the securities company; violating regulations on issuance and offering of
financial products;
e) Increasing or decreasing charter
capital against regulations of law;
g) Violating regulations on receipt
and execution of trading orders of clients;
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i) Failing to authenticate clients
conducting online securities transactions in accordance with regulations of
law.
4. The following fines shall be
imposed for violations against regulations on margin trading:
a) A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for violating regulations on
opening of margin trading accounts, marginable securities and lending term for
margin trading;
b) A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for violating regulations on
lending limits for margin trading and suspension of margin trading;
c) A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for violating regulations on
initial margin requirement, maintenance margin requirement, restrictions on
margin trading, allowing clients to conduct margin trading or withdraw more
cash than the current buying power on his/her margin account;
d) A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for failing to manage margin
trading accounts separately from ordinary trading accounts and accounts using
money borrowed from credit institutions, day trading accounts and secured short
selling accounts.
5. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for committing one of the
following violations:
a) Failing to separately manage
assets of each client, assets of clients and assets of the securities company
or branch of a foreign securities company in Vietnam;
b) Directly receiving and making
payments for securities transactions of clients; receiving authorization from
clients for carrying out internal transfer of money between their accounts;
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d) Violating regulations on
restrictions on borrowing or restrictions on lending;
dd) Violating regulations on
contribution of capital to establish or purchase of shares/stakes of other
securities companies in Vietnam.
6. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for committing one of the
following violations:
a) Misusing or appropriating
clients’ securities or money or keeping their securities by depositing under
the securities company’s name;
b) Lending money or securities on
clients’ accounts;
c) Using clients’ securities for
pledging.
7. Additional penalties:
a) Securities activities or
services shall be suspended for a period of 01 – 03 months in case of
commission of the violation in Point a Clause 6 of this Article;
b) The securities professional
certificate shall be suspended for a period of 01 - 03 months if the holder
commits the violation in Point e Clause 2 or Point a, b, d or g Clause 3 of
this Article, or for a period of 06 - 12 months if he/she commits the violation
in Clause 6 of this Article.
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The violating entity is compelled
to return securities and money to clients within a maximum period of 60 days
from the day on which the decision to enforce this measure takes effect in case
of commission of the violation in Clause 6 of this Article.
Article 27.
Violations against regulations on operation of securities investment fund
management companies and branches of foreign fund management companies in
Vietnam
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed upon a securities investment fund
management company for committing one of the following violations:
a) Committing the violation in
Point a, b or d Clause 1 Article 26 hereof;
b) Failing to enter into written
contracts when rendering services to clients or entering into a contract which
does not have adequate information as prescribed by law;
c) Failing to comply with the
charter of the securities investment fund, the charter of the securities
investment company, or the investment portfolio management contract;
d) Failing to provide information
or failing to provide information by the prescribed deadline or providing
inadequate or inaccurate information for the custodian bank and the supervisory
bank.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a securities investment
fund management company or branch of a foreign fund management company in
Vietnam for committing one of the following violations:
a) Failing to establish and
maintain the risk management, internal control and internal audit systems;
failing to arrange personnel for internal audit unit or internal control unit,
or arranging unqualified persons; failing to supervise and prevent conflict of
interests within the company and in transactions with related persons, between
clients or between the securities investment fund management company, certified
securities professionals and clients; failing to develop a information
technology system and backup database to ensure safe and continuous operation;
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c) Failing to follow procedures for
allocation of trading orders and assets when conducting transactions for the
securities investment fund, securities investment company, trustors and the
company’s transactions;
d) Failing to comply with the
prescribed investment ratios or failing to adjust the investment portfolio as
prescribed by law; failing to comply with the prescribed safe investment ratio
of the securities investment fund management company or the securities
investment fund when making indirect outward investments; failing to comply
with regulations on information provision, advertising and introduction of the
fund;
dd) Failing to comply with
regulations on authorization by the securities investment fund management
company;
e) Commenting on or guaranteeing
income or profit on the clients’ investment or making no-loss guarantee, except
investment in fixed income securities;
g) Violating regulations on opening
of securities trading accounts, opening of derivatives trading accounts for
itself, trustors, securities investment fund, and securities investment company
managed by the securities investment fund management company;
h) Conducting asset transactions
for a trustor with trading volumes and value in the year through a securities
company exceeding the permissible limits on trading volumes and value in the
year of that trustor;
i) Committing the violation in
Point a Clause 2 Article 26 hereof.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a securities investment
fund management company for committing one of the following violations:
a) Committing the violation in
Point b, d or e Clause 3 Article 26 hereof;
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c) Violating regulations on
restrictions on operation of securities investment fund management companies,
their related persons and employees; violating regulations on restrictions on
operation of securities investment company; violating regulations on real
estate investment funds; violating regulations on restrictions on operation of
securities investment funds;
d) Failing to ensure that
investments with assets of trustors that are foreigners or foreign
organizations must be made in accordance with regulations of law on foreign
exchange management and foreign holdings in Vietnamese enterprises;
dd) Acting as asset owners on
behalf of trustors without their written request or failing to obtaining the
trustor’s approval before conducting transactions in assets the fund management
company acts as the owner of which on behalf of that trustor.
4. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed upon a securities investment
fund management company for committing one of the following violations:
a) Evading legal liabilities and
limiting scope of compensation and financial liabilities of the securities
investment fund management company or transferring risks from the securities
investment fund management company to investors;
b) Using assets of the securities
investment fund or securities investment company for making investments in that
fund or company or another securities investment fund or company established
and operating in Vietnam, or contributing to joint ventures or associations or
making financial investments in that securities investment fund management
company and its related persons;
c) Violating regulations on
financial investment, purchase of shares, stakes and bonds, contribution of
capital to enterprises, or holding of shares;
d) Violating regulations on
borrowing for supporting operations of the securities investment fund or
company;
d) Using assets of the securities
investment fund or company, or trust assets for paying debts, providing loans
or guaranteeing any loans of the company, its related persons or partners;
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g) Lending securities or other
assets to clients; acting as a broker for transactions between clients and
third party;
h) Failing to separately deposit
and manage assets and capital of each trustor, each securities investment fund
or securities investment company managed by the securities investment fund
management company; failing to separately manage trust assets, assets of the
securities investment fund or securities investment company, and assets of the
securities investment fund management company;
i) Making investment in assets for
trustors against regulations of law;
k) Colluding with the securities
company to conduct transactions, in excess of permissible limits, in securities
included in the investment portfolio of a fund managed by the securities
investment fund management company for the purpose of earning brokerage fees;
l) Investing in derivatives with
capital of trustors, securities investment fund or company when such investment
in derivatives is not prescribed in the investment portfolio management
contract or charter of the securities investment fund or company;
m) Investing in derivatives using
its own capital, borrowed capital and other lawful capital sources.
5. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon a branch of a foreign fund
management company in Vietnam for committing one of the following violations:
a) Violating regulations on
mobilization and management of funds and assets in Vietnam;
b) Violating regulations on foreign
exchange management and holdings in Vietnamese enterprises;
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d) Offering or issuing securities
for raising capital in Vietnam;
dd) Violating regulations of the
Law on Securities on transfer of profits abroad;
e) Failing to separately deposit
and manage assets and capital of each trustor, each investment fund or
securities investment company managed by the branch; failing to separately
manage trust assets, assets of the investment fund or securities investment
company, and its assets.
6. Additional penalties:
a) Securities professional
certificate shall be suspended for a period of 01 - 03 months if the holder
commits the violation in Point g Clause 2, Point b or d Clause 3, Point g or I
Clause 4 of this Article;
b) Securities activities and
securities services of the securities investment fund management company, or
branch of foreign fund management company shall be suspended for a period of 01
- 03 months in case of commission of the violation in Point I Clause 4 or Point
c Clause 5 of this Article.
7. Remedial measure:
The violating entity is compelled
to separately deposit and manage assets and capital of each trustor, each
securities investment fund or securities investment company managed by the
securities investment fund management company or the branch of foreign fund
management company in Vietnam; separately manage trust assets, assets of the
securities investment fund or securities investment company, and assets of the
securities investment fund management company or the branch of foreign fund
management company in Vietnam within a maximum period of 06 months from the day
on which the decision to enforce this measure takes effect in case of
commission of the violation in Point h Clause 4 or Point e Clause 5 of this
Article.
Article 28.
Violations against regulations on operation of private securities investment
companies that self-manage their capital
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a) Failing to revise its application
for registration of establishment when finding inaccurate, inadequate or
misleading information or any new information related to the submitted
application;
b) Failing to promulgate procedures
for determination of its NAV, or failing to determine its NAV or miscalculating
its NAV.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a private securities
investment company that self-manages its capital for committing one of the
following violations:
a) Formulating, implementing and
developing real estate projects;
b) Violating regulations on
restrictions on operation of securities investment companies and safe
investment ratios when making indirect outward investments;
c) Conducting transactions which
cause changes in ownership of shares or stakes against regulations of law;
increasing or decreasing its charter capital against regulations of law.
3. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon a private securities
investment company that self-manages its capital for preparing or certifying
the application for registration of establishment which contains false
information or conceals true information.
4. Remedial measure:
The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 3 of this Article.
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1. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed upon a distribution agent for
committing one of the following violations:
a) Failing to meet eligibility
requirements for distribution agents;
b) Failing to identify investors’
information or failing to establish a system for managing and fully retaining
investors’ information as prescribed by law;
c) Violating regulations on receipt
and transfer of investors’ trading orders; failing to establish a system for
receiving trading orders as prescribed by law;
d) Violating regulations on
management of investors’ accounts and sub-accounts;
d) Failing to punctually,
adequately and accurately update securities trading codes of foreign investors
and their ownership status;
e) Failing to update information
about investors’ ownership status after transactions or failing to send
transaction confirmations to investors.
2. A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed upon a distribution agent for
committing one of the following violations:
a) Violating regulations on
distribution of fund certificates;
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3. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a distribution agent for
failing to apply for registration of distribution operations as prescribed by
law.
Article 30.
Violations against regulations on representative offices of securities
companies, securities investment fund management companies, foreign securities
companies and foreign fund management companies in Vietnam
1. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed for failing to follow procedures
for modification or re-issuance of certificate of registration or termination
of representative office operation as prescribed by law.
2. A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed upon the chief representative or
an employee of the representative office for holding multiple positions in case
such multiple position-holding is prohibited.
3. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to meet requirements
when running a representative office; failing to apply for registration of
representative office operation or running a representative office before
obtaining approval or certificate of registration of representative office
operation;
b) Representing another
organization; transferring certificate of registration of representative office
operation to another entity;
c) Erasing or altering contents of
the certificate of registration of representative office operation.
4. A fine ranging from VND
100.000.000 to VND 200.000.000 shall be imposed upon the chief of the
representative office of a foreign securities company or foreign fund
management company in Vietnam for performing business operations in Vietnam
beyond the licensed scope of operation of the representative office.
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a) Preparing or certifying the
application for certificate of registration of representative office operation
which contains false or inaccurate information;
b) Running the representative
office for wrong purposes or against the certificate of registration of
representative office operation.
6. Additional penalties:
a) Operation of the representative
office shall be suspended for a period of 01 – 03 months in case of commission
of the violation in Point b Clause 3 of this Article;
b) The exhibits and
instrumentalities of the violation in Point c Clause 3 of this Article, which
are erased or altered documents, shall be confiscated.
Article 31.
Violations against regulations on establishment of private funds
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for failing to revise the
application for establishment of private fund when finding inaccurate,
inadequate or misleading information or any new information related to the
submitted application.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Using mass media for
advertising, raising capital or making market surveys during the establishment
of a private fund;
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3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Failing to submit reports on
establishment of private fund as prescribed by law or establishing a private
fund before fulfilling establishment requirements set forth in law;
b) Failing to submit reports on
risks or loss of the fund’s assets by the prescribed deadline.
4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for preparing or making
certification on the application for establishment of private fund which
contains false information or conceals true information.
5. Remedial measure:
The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 4 of this Article.
Article 32.
Violations against regulations on securities practice and management of
employees and certified securities professionals
1. A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed for committing one of the
following violations:
a) Failing to submit reports on
changes in certified securities professionals by the prescribed deadline;
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c) Arranging employees or certified
securities professionals to hold multiple positions in case such multiple
position-holding is prohibited.
2. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Arranging persons who do not
possess securities professional certificates or whose securities professional
certificates have been suspended to perform operations or hold positions the
holders of which are required to have securities professional certificates;
b) Failing to submit reports by the
prescribed deadline when detecting a certified securities professional’s
commission of the violation in Clause 3 or Clause 4 of this Article.
3. The securities professional
certificate shall be suspended for a period of 06 - 12 months if the holder
commits one of the following violations:
a) Concurrently working at another
organization that has proprietorial relation with the securities company or
securities investment fund management company where he/she is working;
b) Concurrently holding the
position of Director or General Director of an organization that makes public
offering or a listed organization.
4. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Borrowing, lending or leasing
the securities professional certificate;
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5. A fine ranging from VND
150.000.000 to VND 200.000.000 shall be imposed for committing one of the
following violations:
a) Using clients’ names or accounts
for registering or trading securities;
b) Buying or selling securities on
trust trading accounts beyond the scope of entrustment or value of trust assets
or against investment objectives of trustors; making investments on behalf of
clients, except in case of the authorized management of individual investors’
trading accounts;
c) Acting as a broker for asset
borrowing or lending transactions between clients or between a client and a
third party, except for borrowing of securities for correction of transaction
errors or conducting exchange transactions of ETFs.
6. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for committing one of the
following violations:
a) Using clients’ accounts or
assets without their entrustment or beyond the scope of entrustment; using
clients’ accounts or money or securities on their accounts without
authorization from the securities company according to the trust agreement made
between the client and the securities company;
b) Selling or allowing clients to
sell securities while they do not own such securities or lending securities to
clients in case such lending of securities is prohibited.
7. Additional penalties:
a) The securities professional
certificate shall be suspended for a period of 01 - 03 months in case of commission
of the violation in Point a Clause 4 of this Article;
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c) The securities professional
certificate shall be suspended for a period of 06 - 12 months in case of
commission of the violation in Clause 5 or Clause 6 of this Article.
8. Remedial measures:
a) The violating entity is
compelled to return any benefits illegally obtained from the leasing of
securities professional certificates as prescribed in Point a Clause 4 of this
Article;
b) The violating entity is
compelled to return securities and money to clients within a maximum period of
60 days from the day on which the decision to enforce this measure takes effect
in case of commission of the violation in Point a Clause 6 of this Article.
Section 10.
VIOLATIONS AGAINST REGULATIONS ON SECURITIES TRADING
Article 33.
Violations against regulations on transactions of founding shareholders; major
shareholders, groups of related persons holding at least 5% of voting shares of
a public company; investors and groups of related persons holding at least 5%
of fund certificates of a closed-end fund; groups of related foreign investors
holding at least 5% of voting shares of an issuer or at least 5% of fund
certificates of a closed-end fund; Internal actors of public companies, public
investment companies, public funds, and their related persons
1. A fine ranging from VND
25.000.000 to VND 35.000.000 shall be imposed for failing to disclose
information within the prescribed time limit when the holding of shares or fund
certificates varies by more than 1% of voting shares or closed-end fund
certificates.
2. The following fines shall be imposed
for failing to disclose information within the prescribed time limits about
expected transactions and transaction results:
a) A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed if the registered transaction
value of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 50.000.000 to under VND 100.000.000;
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c) A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed if the registered transaction
value of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 300.000.000 to under VND 500.000.000;
d) A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed if the registered transaction
value of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 500.000.000 to under VND 1.000.000.000;
dd) A fine ranging from VND
70.000.000 to VND 90.000.000 shall be imposed if the registered transaction value
of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 1.000.000.000 to under VND 3.000.000.000;
e) A fine ranging from VND
90.000.000 to VND 110.000.000 shall be imposed if the registered transaction
value of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 3.000.000.000 to under VND 5.000.000.000;
g) A fine ranging from VND
110.000.000 to VND 150.000.000 shall be imposed if the registered transaction
value of shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 5.000.000.000 to under VND 10.000.000.000;
h) A fine equal to 5% of the
registered transaction value but not exceeding VND 3.000.000.000 shall be
imposed if the registered transaction value of shares, call options for shares,
convertible bonds, call options for convertible bonds, fund certificates, call
options for fund certificates or secured warrants of public companies, public
investment companies or public funds is VND 10.000.000.000 or more.
3. The following fines shall be
imposed for failing to conduct transactions within the period registered or
announced by the Stock Exchange, or conducting transactions with a value
exceeding the prescribed or registered one:
a) A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed if the transaction value of
shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is less than VND 100.000.000;
b) A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed if the transaction value of
shares, call options for shares, convertible bonds, call options for
convertible bonds, fund certificates, call options for fund certificates or
secured warrants of public companies, public investment companies or public
funds is from VND 100.000.000 to under VND 300.000.000;
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4. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to disclose information
within the prescribed time limit when holding at least 5% of voting shares of a
public company or a public securities investment company or fund certificates
of a closed-end fund or when terminating the status of major shareholders or
investors holding at least 5% of fund certificates of a closed-end fund;
b) A founding shareholder fails to
disclose information within the prescribed time limit before trading restricted
shares.
c) An internal actor of a public
company or public fund or its/his/her related person concurrently buys and
sells securities of the public company or fund certificates, option calls for
fund certificates of the public fund or secured warrants of public company,
public securities investment company or public fund within the registered
transaction period.
5. The fine which depends on the
actual value of traded securities and is twice as much as the fine prescribed
in Clause 2 of this Article shall be imposed for failing to disclose
information about expected transactions.
6. The fine that is twice as much
as the fine prescribed in Clause 1, Clause 2 or Clause 4 of this Article shall
be imposed for failing to disclose information about transaction results;
failing to disclose information when the holding of shares or fund certificates
varies by more than 1% of voting shares or fund certificates; failing to
disclose information when holding at least 5% of voting shares of a public
company or a public securities investment company or fund certificates of a
closed-end fund or when terminating the status of major shareholders or
investors holding at least 5% of fund certificates of a closed-end fund, or
failing to disclose information before trading restricted shares.
7. Additional penalties:
a) Securities trading shall be
suspended for a period of 01 - 03 months in case of failure to disclose
information about the expected transaction in shares, call options for shares,
convertible bonds, call options for convertible bonds, fund certificates, call
options for fund certificates or secured warrants of public companies, public investment
companies or public funds with the transaction value of from VND 5.000.000.000
to under VND 10.000.000.000;
b) Securities trading shall be
suspended for a period of 03 - 05 months in case of failure to disclose
information about the expected transaction in shares, call options for shares,
convertible bonds, call options for convertible bonds, fund certificates, call
options for fund certificates or secured warrants of public companies, public
investment companies or public funds with the transaction value of VND
10.000.000.000 or more.
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1. An investor shall be suspended
from trading securities on its/his/her accounts which are lent to others to
trade securities or used for holding securities for others for the purpose of
manipulating securities market for a period of 06 - 12 months.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Violating regulations on foreign
holdings;
b) Violating regulations on
securities investments made by foreign investors in Vietnam’s securities
market;
c) Violating regulations on
holdings of share capital or stakes of securities companies and securities
investment fund management companies;
d) Violating regulations on opening
of securities trading accounts, margin accounts and authorized trading
accounts;
d) Violating regulations on
transactions made on the trading day or within a periodic order matching period.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon a professional securities
investor for transferring privately placed securities in contravention of
regulations in Article 31 of the Law on Securities or regulations on private
placement and trading of privately placed corporate bonds in domestic market
and offering of corporate bonds in international market.
4. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed for conducting one or some
transactions for the purposes of concealing information about actual ownership
of a type of securities for evading or assisting others in evading the
obligation to disclose information or the obligations to be discharged in
tender offers or regulations on foreign holdings in Vietnam’s securities
market.
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The securities professional
certificate shall be suspended for a period of 18 - 24 months in case of
commission of the violation in Clause 4 of this Article.
6. Remedial measures:
a) The violating entity is
compelled to return any benefits illegally obtained from the commission of the
violation in Clause 1, Point a Clause 2, Clause 3 or Clause 4 of this Article;
b) The violating entity is
compelled to sell shares or share capital or stakes within a maximum period of
60 days to comply with the prescribed holdings in case of commission of the
violations in Point a or c Clause 2 of this Article.
Article 35.
Use of internal information for trading securities
1. A fine that is 10 times the
illegal revenue but does not exceed the maximum fine specified in Clause 2
Article 5 hereof shall be imposed for the use of internal information for
trading securities if not liable to criminal prosecution. In case there is no
illegal revenue or the fine calculated according to the illegal revenue is
smaller than the maximum fine mentioned in Clause 2 Article 5 hereof, the
maximum fine mentioned in Clause 2 Article 5 hereof shall apply.
2. Additional penalties:
a) Securities activities and
securities services of securities company, securities investment fund
management company, or branch of foreign securities company or foreign fund
management company in Vietnam shall be suspended for a period of 01 - 03 months
in case of commission of the violation in Clause 1 of this Article;
b) Securities professional
certificate shall be suspended for a period of 18 - 24 months if the certified
securities professional commits the violation in Clause 1 of this Article.
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The violating entity is compelled
to return the revenue illegally obtained from the commission of one of the
violation in Clause 1 of this Article.
Article 36.
Manipulation of securities market
1. A fine that is 10 times the
illegal revenue but does not exceed the maximum fine specified in Clause 2 Article
5 hereof shall be imposed for the act of manipulation of securities market if
not liable to criminal prosecution. In case there is no illegal revenue or the
fine calculated according to the illegal revenue is smaller than the maximum
fine mentioned in Clause 2 Article 5 hereof, the maximum fine mentioned in
Clause 2 Article 5 hereof shall apply.
2. Additional penalties:
a) Securities activities and
securities services of securities company, securities investment fund
management company, or branch of foreign securities company or foreign fund
management company in Vietnam shall be suspended for a period of 01 - 03 months
in case of commission of the violation in Clause 1 of this Article;
b) Securities professional
certificate shall be suspended for a period of 18 - 24 months if the certified
securities professional commits the violation in Clause 1 of this Article.
3. Remedial measure:
The violating entity is compelled
to return the revenue illegally obtained from the commission of one of the
violation in Clause 1 of this Article.
Section 11.
VIOLATIONS AGAINST REGULATIONS ON REGISTRATION, DEPOSITING, CLEARING AND
PAYMENT FOR SECURITIES, SUPERVISORY BANKS AND CUSTODIAN BANKS
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1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed upon a public company for failing
to carry out securities registration or failing to complete securities
registration at VSDC within the prescribed time limit.
2. A fine ranging from VND 70.000.000
to VND 100.000.000 shall be imposed upon a public company for violating
regulations on exercise of rights, registration and depositing of securities at
VSDC.
Article 38.
Violations against regulations on registration of provision of securities
depositing, clearing and payment services
1. A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed upon a securities company,
commercial bank or FBB that has been issued with certificate of securities
depository registration or certificate of eligibility to provide securities
clearing and payment services for failing to apply for registration of
depository member/ clearing member and provide securities depositing, clearing
and payment services within the prescribed time limit..
2. A fine ranging from VND
50.000.000 to VND 70.000.000 shall imposed upon a securities company,
commercial bank, FBB or branch of the securities company or commercial bank for
providing securities depositing, clearing and payment services without
satisfying requirements laid down in law, or before obtaining certificate of
securities depository registration, decision to approve the provision of
securities depository services, or certificate of eligibility to provide
securities clearing and payment services, or before being recognized as a
member by VSDC.
3. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed upon a securities company,
commercial bank or FBB for preparing an application for registration of
provision of securities depositing services, or clearing and payment services
that contains false information or conceals true information.
4. Additional penalty:
Securities depositing, clearing and
payment services shall be suspended for a period of 01 - 03 months in case a
securities company, commercial bank or FBB has been issued with certificate of
securities depository registration or certificate of eligibility to provide
securities clearing and payment services and commits the violation in Clause 3
of this Article.
5. Remedial measure:
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Article 39.
Violations against regulations on securities depositing, clearing and payment
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed upon VSDC, depository member,
clearing member or clearing bank for committing one of the following
violations:
a) Failing to adequately,
punctually and accurately provide lists of securities holders and relevant
documents at the valid and lawful requests of public companies and issuers;
b) Failing to notify within the
prescribed time limit or inadequately notifying rights and interests related to
deposited securities of clients.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon VSDC, depository member,
clearing member or clearing bank for committing one of the following
violations:
a) Violating regulations on
securities management and storage; regulations on securities registration,
depositing, clearing and payment;
b) A clearing member that is
insolvent, or has its membership suspended or terminated fails to transfer
deposited assets and open positions of investors to substitute clearing members
at their requests; fails to conduct transactions for liquidating or closing
positions on proprietary trading accounts or market making accounts; fails to
give priority to conduct of investors’ transactions over its position opening
or closing.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon VSDC, depository member,
clearing member or a fine ranging from VND 50.000.000 to VND 75.000.000 shall
be imposed upon an employee of depository member or clearing member for
committing one of the following violations:
a) Failing to accurately record
assets, rights to assets and interests relevant to assets deposited by clients;
making incorrect accounting on securities depository accounts, position
accounts or margin accounts; making late payments or failing to transfer the
ownership of registered securities through VSDC;
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c) Failing to protect database and
retain original documents about registration, depositing, clearing and payment
of securities in accordance with regulations of law;
d) Failing to protect
confidentiality of information about clients’ securities holdings;
dd) Failing to separately manage
depository accounts and margin accounts keeping money and securities of clients
at VSDC, depository members, and clearing members and their assets; failing to
open depository accounts and margin accounts for each client, and separately
manage assets and positions of each client, and assets and positions of clients
and clearing members;
e) Failing to separately manage
accounts and assets of clearing members and VSDC; failing to separately manage
accounts and assets of each clearing member or failing to separately manage
margin accounts and assets of each clearing member and his/her clients; failing
to separately manage margin assets, deposits for derivatives trading and
deposits for underlying securities trading;
g) Failing to collect sufficient
margins from clients to fulfill payment obligations.
4. A fine ranging from VND
300.000.000 to VND 400.000.000 shall be imposed upon VSDC for committing one of
the following violations:
a) Granting certificate of
depository member or certificate of clearing member to ineligible member or
before SSC issues certificate of securities depository registration, certificate
of eligibility to provide clearing and payment services; revoking certificate
of depository member or certificate of clearing member in contravention of
regulations of law;
b) Using clients’ securities or
margin assets in the interests of other entities or VSDC.
5. A fine ranging from VND
400.000.000 to VND 500.000.000 shall be imposed upon VSDC, depository member,
clearing member or a fine ranging from VND 200.000.000 to VND 250.000.000 shall
be imposed upon an employee of depository member or clearing member for
repairing or losing documents used in payment or transfer of ownership of
securities.
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a) Securities depository services
shall be suspended for a period of 01 – 03 months if the depository member or
clearing member commits the violation in Clause 5 of this Article;
b) Securities professional
certificate shall be suspended for a period of 01 - 03 months if the certified
securities professional commits the violation in Clause 3 or Clause 5 of this
Article.
7. Remedial measures:
a) The violating entity is
compelled to separately manage depository accounts and margin accounts keeping
money and securities of clients at VSDC, depository members, and clearing
members and their assets; open depository accounts and margin accounts for each
client; separately manage assets and positions of each client, and assets and
positions of clients and clearing members in case of commission of the
violation in Point dd Clause 3 of this Article within a maximum period of 06
months from the day on which the decision to enforce this measure takes effect;
b) The violating entity is
compelled to separately manage accounts and assets of clearing members and VSDC;
separately manage accounts and assets of each clearing member; separately
manage margin accounts and assets of each clearing member and his/her clients;
separately manage margin assets, deposits for derivatives trading and deposits
for underlying securities trading in case of commission of the violation in
Point e Clause 3 of this Article within a maximum period of 06 months from the
day on which the decision to enforce this measure takes effect.
Article 40.
Violations against regulations on responsibility of custodian banks
1. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to accurately and
adequately fulfill the custodian bank’s obligations under the securities
depository contact, charter of securities investment fund and regulations of
law;
b) Failing to prepare and retain
documents and records as prescribed; retaining documents and records that do
not fully and accurately reflect transactions of securities investment fund
management companies, securities investment funds, trustors, and securities
investment companies as prescribed by law;
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d) Failing to ensure the minimum
number of operations employees possessing appropriate qualifications or
certificates as prescribed by law;
dd) Failing to develop operation
and risk management processes to ensure the fulfillment of obligations as
prescribed by law.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon the custodian bank for
committing one of the following violations:
a) Failing to revenues, expenses,
payments and transfer of money and securities accurately and within the
prescribed time limits;
b) Making payment for transactions
against the charter of securities investment fund, trust agreement and
securities depository contract;
c) Failing to correctly, adequately
and accurately execute other lawful orders or directives of securities
investment fund management companies and supervisory banks and other rights
arising from the execution of rights and obligations related to the ownership
of assets by securities investment funds, securities investment companies and
trustors under terms and conditions of securities depository contracts,
supervision contracts and relevant laws;
d) Failing to correctly, adequately
and accurately carry out the liquidation of assets and implement the plan for
disposal of other assets, and submit reports on dissolution of the investment
fund to SSC.
3. A fine ranging from VND 150.000.000
to VND 200.000.000 shall be imposed upon the custodian bank for failing to
deposit and separately manage assets of each investment fund, each securities
investment company, each trustor and its assets as prescribed by law.
4. A fine ranging from VND
200.000.000 to VND 300.000.000 shall be imposed upon the custodian bank for
using assets of securities investment funds, securities investment companies or
trustors against regulations of law.
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Depository activities shall be
suspended for a period of 01 – 03 months in case of commission of the violation
in Clause 3 or Clause 4 of this Article.
6. Remedial measures:
a) The violating entity is
compelled to separately manage assets of each investment fund of the securities
investment company, each trustor and assets of the custodian bank as prescribed
by law in case of commission of the violation in Clause 3 of this Article
within a maximum period of 06 months from the day on which the decision to
enforce this measure takes effect;
b) The violating entity is
compelled to return any benefits illegally obtained from the commission of the
violation in Clause 4 of this Article.
Article 41.
Violations against regulations on responsibility of supervisory banks
1. A fine ranging from VND 50.000.000
to VND 70.000.000 shall be imposed upon a supervisory bank for committing one
of the following violations:
a) Failing to accurately and
adequately fulfill the supervisory bank’s obligations under the supervision
contact, charter of securities investment fund and regulations of law;
b) Committing any of the violations
in Points b, c, d and dd Clause 1 Article 40 hereof.
2. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon a supervisory bank for
committing one of the following violations:
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b) Being a buyer or seller of
assets of a public fund or securities investment company;
c) Failing to supervise operations
and limits on investments of investment funds and securities investment
companies made by securities investment fund management companies;
d) Failing to submit reports within
the prescribed time limit to SSC when detecting any violations committed by
securities investment fund management companies, securities investment
companies and relevant entities;
dd) Failing to notify competent
authorities within the prescribed time limit of the fact that the supervisory
bank, member of its Board of Directors, its executive officers or employees in
charge of supervising and managing assets of public funds and investment
companies are related persons, owners, lenders or borrowers of the fund
management companies or investment companies, and vice versa;
e) Failing to separate operations,
information technology and reporting systems between the department providing
NAV determination services, supervisory department and department in charge of
preparing, retaining and updating investor registers;
g) Failing to fulfill
responsibility of the supervisory bank in reports on assets and operations of
investment funds made by securities investment fund management companies;
verifying reports on assets of public funds or securities investment companies
or reports on determination of NAV made by securities investment fund
management companies or securities investment companies that contain inaccurate
or false information.
Section 12.
VIOLATIONS AGAINST REGULATIONS ON INFORMATION DISCLOSURE AND REPORTING
Article 42.
Violations against regulations on information disclosure
1. A warning shall be issued for
committing one of the following violations:
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b) Failing to notify SSC, VNX and
its subsidiaries of website and any changes thereof as prescribed by law.
2. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed for committing one of the
following violations:
a) Failing to comply with
regulations on media and form of information disclosure;
b) Failing to retain information
disclosed as prescribed by law.
3. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to disclose information
within the prescribed time limits or at the request of SSC, VNX and its
subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and
Clause 3 Article 124 of the Law on Securities;
b) Failing to disclose adequate
information as prescribed by law or at the request of SSC, VNX and its
subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and
Clause 3 Article 124 of the Law on Securities;
c) Disclosing personal information
of an entity without that entity’s consent.
4. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
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b) Failing to confirm or correct
information or making late confirmation or correction of information when
finding any information which may affect securities prices or receiving
requests from SSC, VNX and its subsidiaries as prescribed in Clause 3 Article
120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities.
5. A fine ranging from VND
100.000.000 to VND 200.000.000 shall be imposed for creating false information,
or disclosing false information or concealing information about securities
activities.
6. Remedial measure:
The violating entity is compelled
to remove or correct information in case of commission of the violation in
Clause 5 of this Article.
Article 43.
Violations against regulations on reporting
1. A fine ranging from VND
10.000.000 to VND 30.000.000 shall be imposed for failing to retain information
reported as prescribed by law.
2. A fine ranging from VND
50.000.000 to VND 70.000.000 shall be imposed for committing one of the
following violations:
a) Failing to submit reports within
the prescribed time limits or at the request of SSC, VNX and its subsidiaries as
prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article
124 of the Law on Securities;
b) Submitting reports which do not
contain adequate information as prescribed by law or requested by SSC, VNX and
its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123,
and Clause 3 Article 124 of the Law on Securities.
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a) Failing to submit reports on the
information which must be reported as prescribed by law or at the request of
SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4
Article 123, and Clause 3 Article 124 of the Law on Securities;
b) Submitting reports which contain
false or inaccurate information.
4. Remedial measure:
The violating entity is compelled
to submit reports containing accurate information in case of commission of the
violation in Point b Clause 3 of this Article.
Section 13.
VIOLATIONS AGAINST REGULATIONS ON AUDIT OF PUBLIC COMPANIES, LISTED
ORGANIZATIONS, ORGANIZATIONS PERFORMING PUBLIC OFFERING, SECURITIES COMPANIES,
SECURITIES INVESTMENT COMPANIES, SECURITIES INVESTMENT FUNDS AND FUND
MANAGEMENT COMPANIES
Article 44.
Violations against regulations on audit of public companies, listed
organizations, organizations performing public offering, securities companies,
securities investment companies, securities investment funds and fund
management companies
1. The following penalties shall be
imposed upon an accredited audit organization for committing a violation
against regulations on reporting on change of its name, head office, business
lines, list of auditors or other changes that make it be no longer accredited:
a) A warning shall be imposed for
late submission of reports to SSC of less than 15 days after the prescribed
deadline;
b) A fine ranging from VND
5.000.000 to VND 10.000.000 shall be imposed for late submission of reports to
SSC of 15 days or more after the prescribed deadline;
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2. A fine ranging from VND
50.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Failing to notify the audited
entity when detecting any violations against laws and regulations on
preparation and presentation of audited financial statements or failing to
suggest measures for preventing, remedying and processing violations to the
audited entity or failing to specify opinions in the auditor’s report or
management letter according to audit standards in case the audited entity fails
to remedy or process violations;
b) Failing to give notice within
the prescribed time limit to the audited entity or a third party or SSC when
the audited entity is suspected of or found to have material errors related to
audited financial statements due to failure to comply with laws and
regulations;
c) Failing to provide explanation,
information and data about the audit, or failing to provide them within the
prescribed time limit, or failing to provide adequate and accurate explanation,
information and data at the request of SSC as prescribed in Clause 3 Article 21
of the Law on Securities.
3. A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed upon an accredited audit
organization for transferring a part or all of audit tasks of public companies,
listed organizations, organizations making public offering, securities
companies, securities investment companies, securities investment funds and
fund management companies to an unaccredited audit organization.
4. Remedial measure:
The violating entity is compelled
to provide explanation, information and data about the audit to SSC in case of
commission of the violation in Point c Clause 2 of this Article within a
maximum period of 10 days from the day on which the decision to enforce this
measure takes effect.
Section 14.
VIOLATIONS AGAINST REGULATIONS ON ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM
IN THE FIELDS OF SECURITIES AND SECURITIES MARKET
Article 45.
Violations against regulations on anti-money laundering and counter-terrorism
in the fields of securities and securities market
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a) A fine ranging from VND
20.000.000 to VND 30.000.000 shall be imposed for failing to update information
about clients as prescribed in Article 8, Article 9 and Article 10 of the Law
on anti-money laundering;
b) A fine ranging from VND
30.000.000 to VND 50.000.000 shall be imposed for failing to adopt client
identification measures and enhanced due diligence approach as prescribed
in Clause 2, Clause 3 and Clause 4 Article 12 of the Law on anti-money
laundering, or failing to submit reports on suspicious securities transactions
as prescribed in Clause 5 Article 22 of the Law on anti-money laundering;
c) A fine ranging from VND 100.000.000
to VND 150.000.000 shall be imposed for failing to establish the risk
management system for identifying foreign clients that are politically exposed
persons (PEPs) as prescribed in Clause 2 and Clause 3 Article 13 of the Law on
anti-money laundering.
2. The following fines shall be
imposed upon a securities company or securities investment fund management
company for committing violations against regulations on internal audit and
review of clients in anti-money laundering:
a) A fine ranging from VND
20.000.000 to VND 40.000.000 shall be imposed for failing to review clients and
related parties on alert lists before establishing relationship with or
providing services to clients;
b) A fine ranging from VND
40.000.000 to VND 80.000.000 shall be imposed for failing to report clients and
related parties on alert lists to competent authorities as prescribed by law;
failing to carry out anti-money laundering internal audit as prescribed by law.
3. A fine ranging from VND
60.000.000 to VND 100.000.000 shall be imposed upon a securities company or
securities investment fund management company for committing one of the
following violations against internal regulations on anti-money laundering:
a) Failing to promulgate and comply
with internal regulations on anti-money laundering;
b) Failing to formulate regulations
on classification of clients; failing to classify clients according to levels
of money laundering risks as prescribed by law; failing to promulgate
procedures for managing risks of transactions relating to new technologies as
prescribed in Article 15 of the Law on anti-money laundering.
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a) A fine ranging from VND
30.000.000 to VND 60.000.000 shall be imposed for obstructing the provision of
information serving the performance of anti-money laundering tasks as
prescribed in Clause 6 Article 7 of the Law on anti-money laundering;
b) A fine ranging from VND
50.000.000 to VND 100.000.000 shall be imposed for failing to provide
information serving the performance of anti-money laundering tasks at the
request of competent authorities as prescribed in Clause 4 Article 18 of the
Law on anti-money laundering;
c) A fine ranging from VND
100.000.000 to VND 150.000.000 shall be imposed for creating or maintaining
anonymous accounts or accounts with fake names as prescribed in Clause 2
Article 7 of the Law on anti-money laundering;
d) A fine ranging from VND
200.000.000 to VND 250.000.000 shall be imposed for organizing, participating
in or facilitating money laundering activities.
5. A fine ranging from VND
70.000.000 to VND 100.000.000 shall be imposed upon VNX and its subsidiaries
for failing to retain and update basic information about the organizational
structure, founders and beneficial owners of listed enterprises as prescribed
in Clause 1 Article 18 of the Law on anti-money laundering.
6. The following fines shall be
imposed upon a securities company or securities investment fund management
company for committing violations against regulations on counter-terrorism
financing:
a) A fine ranging from VND
20.000.000 to VND 40.000.000 shall be imposed for failing to adopt client
identification measures and update information about clients as prescribed in
Article 34 of the Law on counter-terrorism financing;
b) A fine ranging from VND
80.000.000 to VND 100.000.000 shall be imposed for failing to denounce
terrorism financing activities.
7. Additional penalty:
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Section 15.
VIOLATIONS AGAINST REGULATIONS ON INSPECTION BY COMPETENT AUTHORITIES
Article 46.
Obstructing inspection and request for provision of information
1. A fine ranging from VND
50.000.000 to VND 100.000.000 shall be imposed for committing one of the
following violations:
a) Refusing to provide electronic
information and documents or failing to adequately and accurately provide
electronic information and documents within the prescribed time limits as
requested by inspection teams or competent officials;
b) Apposing, obstructing, hindering
or evading the inspection by competent officials; failing to provide
explanations or failing to present at the request of competent officials;
c) Deliberately delaying, evading
or failing to implement administrative decisions issued by competent officials;
failing to implement requests, recommendations, conclusions and decisions made
by inspection teams or competent officials.
2. A fine ranging from VND
70.000.000 to VND 150.000.000 shall be imposed for committing one of the
following violations:
a) Concealing or altering
electronic documents and records or changing exhibits within the inspection
period;
b) Deliberately removing, hiding or
performing other acts to change the existing status of the seals on cash
cabinets, accountings books and records or other exhibits and
instrumentalities; appropriating or destroying documents and evidences
concerning inspection contents.
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a) Securities activities and
securities services of securities company, securities investment fund
management company, or branch of foreign securities company or foreign fund
management company in Vietnam shall be suspended for a period of 01 - 03 months
in case of commission of the violation in Clause 1 or Clause 2 of this Article;
b) Securities professional
certificate shall be suspended for a period of 01 - 03 months if the certified
securities professional commits the violation in Clause 1 or Clause 2 of this
Article;
c) The exhibits and
instrumentalities of the violation in Point a Clause 2 of this Article, which
are electronic documents, records and data, shall be confiscated.
Chapter III
POWER TO RECORD AND IMPOSE PENALTIES FOR
ADMINISTRATIVE VIOLATIONS, ADDITIONAL PENALTIES AND REMEDIAL MEASURES
Article 47.
Power to impose administrative penalties
1. SSC’s Chief Inspector and heads
of specialized inspection teams established by SSC shall have the power to:
a) Issue warning;
b) Impose a fine up to VND
100.000.000 upon an organization and up to VND 50.000.000 upon an individual;
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d) Suspend securities transactions
as prescribed in Clause 1 Article 34 hereof;
dd) Impose additional penalties and
remedial measures specified in Clause 2 and Clause 3 Article 4 hereof.
2. Chairman of SSC shall have the
power to:
a) Issue warning;
b) Impose a fine up to 10 times the
illegal revenue upon an organization or up to 05 times the illegal revenue upon
an individual in case of commission of the violation in Clause 1 Article 35 or
Clause 1 Article 36 hereof;
c) Impose a fine up to VND
3.000.000.000 upon an organization or up to VND 1.500.000.000 upon an
individual in case of commission of other securities-related violations;
d) Suspend securities trading for a
period of 01 - 12 months; suspend certificate of registration of representative
office operation or securities professional certificate for a period of 01 - 24
months;
dd) Impose additional penalties and
remedial measures specified in Clause 2 and Clause 3 Article 4 hereof.
3. Chairpersons of provincial
People’s Committees shall have the power to:
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b) Impose a fine up to 10 times the
illegal revenue upon an organization or up to 05 times the illegal revenue upon
an individual in case of commission of the violation in Clause 1 Article 35 or
Clause 1 Article 36 hereof;
c) Impose a fine up to VND
3.000.000.000 upon an organization or up to VND 1.500.000.000 upon an
individual in case of commission of other securities-related violations;
d) Suspend securities trading for a
period of 01 - 12 months; suspend certificate of registration of representative
office operation or securities professional certificate for a period of 01 - 24
months;
dd) Impose additional penalties and
remedial measures specified in Clause 2 and Clause 3 Article 4 hereof.
Article 48.
Power to record administrative violations
1. When detecting any violations
against regulations on securities and securities market, the title holders
specified in Article 47 hereof are entitled to make records of administrative
violations as prescribed.
2. When detecting any
administrative violations prescribed herein, on-duty finance officials;
officials, public employees and competent persons who are performing their
tasks under legislative document or administrative documents issued by
competent authorities or persons shall promptly make and transfer records of
administrative violations to the persons competent to impose penalties.
Article 49.
Suspension of securities activities and securities services
1. When imposing the additional
penalty which is suspension of securities activities and securities services as
prescribed in Point a Clause 2 Article 20, Point a Clause 7 Article 24, Point a
Clause 7 Article 26, Point b Clause 6 Article 27, Point a Clause 2 Article 35,
Point a Clause 2 Article 36, Clause 7 Article 45, Point a Clause 3 Article 46
hereof, the competent persons specified in Article 47 hereof are entitled to
issue decision to suspend one, some or all securities activities and services
of the violating organization for a determined period.
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3. The violating entity must
immediately suspend one or all of its securities activities and services or
other activities specified in the penalty imposition decision and comply with
regulations on prohibited or restricted acts during suspension period.
Article 50.
Suspension of securities depositing, clearing and payment services
When imposing the additional
penalty which is suspension of securities depositing, clearing and payment
services as prescribed in Clause 4 Article 38, Point a Clause 6 Article 39,
Clause 5 Article 40 hereof, the competent persons specified in Article 47
hereof are entitled to issue decision to suspend one, some or all of securities
depositing, clearing and payment services of the violating organization. A
decision on suspension of securities depositing, clearing and payment services
must be also sent to VSDC.
Article 51.
Imposition of remedial measures
1. Within a maximum period of 03
business days from the receipt of the decision to impose the remedial measure
that is enforced removal or correction of information, the violating entity
must disclose the removal or correction of information on 03 continuous issues
of a central newspaper and on its website. The violating entity must also
notify the information removed or corrected to SSC, VNX and its subsidiaries.
2. The time limit for return of
illegal benefits or revenues obtained from the violation is 60 days from the
day on which the decision to enforce this measure takes effect.
3. The time limit for enforce the
remedial measures in Clause 3 Article 4 of this Decree is 30 days from the day
on which the decision to enforce this measure takes effect, except the cases
prescribed in Points a, b, dd and e Clause 9 Article 8, Point c Clause 9
Article 8 in case approval from the nearest GMS is required, Points a and b
Clause 5 Article 9, Points a, b and c Clause 8 Article 10, Points b and c
Clause 6 Article 12, Point d Clause 6 Article 17, Point a Clause 7 Article 18,
Clause 8 Article 26, Clause 7 Article 27, Point b 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 hereof.
4. The withdrawal of offered or issued
securities, and return of payments for securities or deposit (if any) plus
interests thereof or deposit prescribed in Points a, dd, e Clause 9 Article 8,
Points a, b Clause 5 Article 9, Point a Clause 8 article 10, Points b, c Clause
6 Article 12 hereof are carried out as follows:
a) Within a maximum period of 03
business days from the receipt of the decision to impose administrative
penalties or the decision to impose the remedial measure, the violating entity
must give notification of return of payments for securities or deposit (if any)
plus interests calculated according to the demand deposit interest rate
announced by the bank at which the violating entity's account is opened for
receiving payments for securities or deposit to investors, and publish it on 03
continuous issues of a central newspaper and on its website. Interests on
payments for securities or deposit payable to an investor shall be calculated
from the day on which the investor makes payment until the day on which the
violating entity returns money to investor. In case securities purchased in the
offering have been lawfully transferred, the violating entity must determine
the investors receiving securities transfer before the return of money is
notified and the number of securities held by each investor;
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5. The return of securities and
money to clients in case of commission of the violations in Clause 8 Article
26, Point b Clause 8 Article 32 hereof shall be made as follows:
a) In case of return of money to
clients due to the commission of the violation in Clause 8 Article 26 or Point
b Clause 8 Article 32 hereof, the violating entity is compelled to return the
entire amounts of money on clients’ accounts which are appropriated, kept, lent
or used unlawfully, plus interests calculated according to the demand deposit
interest rate announced by the commercial bank where the client’s account is
opened at the time the decision to enforce this measure takes effect. The
interest shall be calculated from the day on which the money on the client’s
account is appropriated, kept, lent or used unlawfully until the day on which
the violating entity returns money to client;
b) In case of return of securities
to clients due to commission of the violation in Clause 8 Article 26 or Point b
Clause 8 Article 32 hereof, the violating entity shall return the number of
securities appropriated, kept, lent or used unlawfully plus any amounts of
securities or money arising during the period securities are appropriated,
kept, lent or used unlawfully.
Chapter IV
IMPLEMENTATION
Article 52.
Effect
1. This Decree comes into force
from January 01, 2021.
2. The Government’s Decree No.
108/2013/ND-CP dated September 23, 2013 and the Government’s Decree No.
145/2016/ND-CP dated November 01, 2016 shall cease to have effect from the
effective date of this Decree.
Article 53.
Transition
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2. If the violating entity files a
complaint against a penalty imposition decision which has been issued before
the effective date of this Decree, that complaint shall be settled in
accordance with regulations of the Law on penalties for administrative
violations, the Government's Decree No. 108/2013/ND-CP dated September 23, 2013
and the Government’s Decree No. 145/2016/ND-CP dated November 01, 2016.
Article 54.
Responsibility for implementation
1. The Minister of Finance shall
provide guidelines for methods of calculation of illegal revenues and benefits
obtained from the violations prescribed herein and organize the implementation
of this Decree.
2. Minister of Finance, Ministers,
heads of ministerial agencies, heads of Governmental agencies, Chairpersons of
people’s committees of central-affiliated cities and provinces, and relevant
organizations and individuals shall implement this Decree.
ON
BEHALF OF THE GOVERNMENT
THE PRIME MINISTER
Nguyen Xuan Phuc
Môi giới chuyên nghiệp
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