DECISION

PROMULGATING THE REGULATION ON ACTIVITIES OF FOREIGN INVESTORS ON VIETNAM'S SECURITIES MARKET

THE MINISTER OF FINANCE

Pursuant to June 29, 2006 Law No. 70/2006/ QH11 on Securities;
Pursuant to the Government's Decree No. 14/2007/ND-CP of January 19, 2007, detailing the implementation of a number of articles of the Law on Securities;
Pursuant to the Government's Decree No. 77/ 2003/ND-CP of July 1, 2003, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
At the proposal of the chairman of the State Securities Commission,

DECIDES:

Article 1. To promulgate together with this Decision the Regulation on activities of foreign investors on Vietnam's securities market.

Article 2. This Decision takes effect 15 days after its publication in "CONG BAO."

Article 3. The director of the Office of the Ministry of Finance, the chairman of the State Securities Commission, securities companies, fund management companies, depository members, foreign investors and involved parties shall implement this Decision.

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FOR THE MINISTER OF FINANCE
VICE MINISTER




Tran Xuan Ha

REGULATION

ON ACTIVITIES OF FOREIGN INVESTORS ON VIETNAM'S SECURITIES MARKET
(Promulgated together with the Minister of Finance's Decision No. 121/2008/QD-BTC of December 24, 2008)

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Regulation guides investment activities of foreign institutions and individuals on Vietnam's securities market.

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In this Regulation, the terms below are construed as follows:

1. Foreign investors include:

a/ Individuals who are foreign nationals and reside overseas or in Vietnam, including also Vietnamese bearing foreign nationality;

b/ Institutions established and operating under foreign laws and their branches, including also branches operating in Vietnam;

c/ Institutions established and operating under Vietnamese law and being wholly foreign-owned and their branches;

d/ Investment funds established and operating under foreign laws and those established and operating under Vietnamese law and being wholly foreign-owned;

dd/ Other entities specified by the Prime Minister.

2. Authorized representative of a foreign institution means:

a/ Chairman of the board of directors or director general (director) of a foreign institutional investor;

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c/ Person who is authorized in writing by a person defined at Point a of this Clause.

3. Trading representative means a Vietnam-based individual designated or authorized by a foreign investor to conduct investment transactions on Vietnam's securities market.

4. Valid dossier means a dossier comprising all valid papers required by this Regulation and completely filled in under law.

5. Valid copy means notarized or authenticated copy under current Vietnamese law.

6. Investment direction contract means a contract entered into between an investor and a securities company or fund management company whereby the investor authorizes the securities company or fund management company to make, on his/her/its behalf and on his/her/its account, investments at a cost and time agreed upon by the two parties, or bids to purchase securities or equities of equitized state enterprises.

Chapter II

INVESTMENT ACTIVITIES

Article 3. General principles

1. Foreign investors may conduct investment activities on Vietnam's securities market in the following forms:

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(i) Purchasing and selling stocks, bonds and other securities which have been listed on the Stock Exchange or the Securities Trading Center or registered for trading at securities companies;

(ii) Purchasing and selling shares and securities which have been neither listed on the Stock Exchange or the Securities Trading Center nor registered for trading at securities companies;

(iii) Making bids to purchase auctioned securities or equities of equitized enterprises;

(iv) Making capital contributions to establish securities investment funds at a percentage prescribed by the Prime Minister for foreign parties;

(v) Making capital contributions to Vietnamese enterprises at a percentage prescribed by the Prime Minister for foreign parties.

b/ Investment by trusting fund management companies to manage their investment capital under investment management contracts with the latter.

2. Foreign investors conducting investment activities under Point a. Clause 1 of this Article shall register securities trading codes with the Securities Depository Center through depository members under Article 4 of this Regulation.

3. Foreign investors conducting investment activities under Point b. Clause 1 of this Article are not required to register securities trading codes. In this case, fund management companies providing services of managing trusted portfolios for foreign investors may be granted by the Securities Depository Center trading codes for these investment activities.

4. Foreign investors may authorize fund management companies to conduct investment activities specified at Point a. Clause 1 of this Article on their accounts and under investment direction contracts or investment management contracts. Foreign investors may not authorize any individuals or institutions other than fund management companies licensed to operate in Vietnam to conduct asset management activities, covering selection of securities types, volumes and prices, and time of conducting securities transactions and investment.

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6. Foreign investors that authorize other organizations and individuals to conduct securities investment and transactions shall assure that trading directions they give to authorized organizations and individuals and trading orders they execute directly or together with their affiliated persons, do not aim at creating sham supply or demand or manipulating securities prices.

7. Foreign investors shall open indirect investment capital accounts at a custodian bank licensed to deal in foreign exchange and may use only the balances of these accounts to conduct investment activities in the forms specified in Clause 1 of this Article. The opening and use of these accounts comply with foreign exchange management regulations.

8. Foreign investors shall fulfill tax and other financial obligations toward the State under law. They may authorize depository members or fund management companies or their representative offices or trading representatives to calculate, declare, pay and finalize taxes, charges and fees and other state budget remittances under law.

9. Foreign investors and their trading representatives, securities companies and fund management companies conducting investment activities for foreign investors under investment direction contracts or investment portfolio management contracts shall comply with current regulations on the foreign holding percentage in Vietnamese enterprises.

Article 4. Registration of securities trading codes

1. The Securities Depository Center shall receive and examine registration dossiers and grant securities trading codes to foreign investors.

2. A dossier of registration of a securities trading code for a foreign investor comprises:

a/ An application for a securities trading code, made by the foreign investor and a depository member according to a set form (not printed herein);

b/ The following documents:

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In case it is stipulated by the law of the country where the foreign institution is established or makes business registration that competent management authorities of this country do not issue documents evidencing the legal ground for that institution's establishment, the foreign investor may supply any of the following documents instead:

- A document quoted from the website of a competent management authority of the country where the institution is established; or

- A prospectus, trust deed/trust agreement/fund contract or memorandum for private placement or establishment contract, enclosed with a document certifying the completed operation or business registration by the fund with a competent authority: or

- A written tax registration issued by a tax office of the country where the institution is established or makes business registration.

In case the institutional investor is a hedge fund, this institution shall additionally supply the articles of incorporation or memorandum for private placement or establishment contract and other documents explaining in detail the investment strategy of the foreign institutional investor;

For institutional investors not categorized as funds:

- A valid copy of the establishment and operation license or business registration certificate or license for establishment of the institution and its subsidiary in Vietnam or an equivalent document issued by a competent management authority of the country where the institution is established or makes business registration; or

- The charter and articles of incorporation enclosed with documents certifying the completed operation and business registration with a competent authority; or

- A written tax registration issued by a tax office of the country where the institution is established or makes business registration;

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For individual investors: judicial status record (notarized and legalized by a consular office) and a valid copy of the valid passport:

c/ A copy of the depository contract with a domestic depository member, or a power of attorney for a domestic depository member, clearly staling the content, duration and validity of authorization;

d/ In case foreign investors have designated or authorized their trading representatives to conduct on their behalf all securities investment and trading activities under Items (i), (ii) and (iii). Point a. Clause 1. Article 3 of this Regulation, documents which must be additionally submitted include:

- A document designating a trading representative, made according to a set form (not printed herein);

- A notarized fact sheet on the trading representative, made according to a set form (not printed herein). If the trading representative is a foreigner, this sheet must be legalized by a consular office;

- A valid copy of the valid identity card or passport. If the trading representative is a foreigner, this copy must be legalized by a consular office;

- Judicial status record (if the trading representative is a foreigner, this record must be notarized and legalized by a consular office).

3. A dossier specified in Clause 2 of this Article must be made into two (2) sets, one original and one copy, each consisting of two (2) versions. Vietnamese version and English version, of which:

a/ Documents in English specified at Point b. Clause 2 of this Article must be legalized by a consular office, except for the prospectus, trust deed/fund contract, memorandum for private placement or establishment contract, the articles of incorporation, the fund charter and equivalent documents. These documents must be notarized or authenticated under foreign laws.

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4. The Securities Depository Center may request revision of dossiers. Revised dossiers must bear the signatures of persons who have signed in registration dossiers already filed with the Securities Depository Center or those who hold equivalent titles.

5. Within ten (10) working days alter receiving complete and valid dossiers, the Securities Depository Center shall grant trading codes to foreign institutional investors. Within five (5) working days, the Securities Depository Center shall grant trading codes to foreign individual investors. In case of refusal, the Securities Depository Center shall reply in writing, clearly stating the reason.

6. The Securities Depository Center shall send to the Slate Securities Commission monthly reports on the grant of securities trading codes to foreign investors under Clause 5. Article 10 of this Regulation, enclosed with copies of dossier sets for registration of securities trading codes of foreign institutional investors specified in Clauses 2 and 3 of this Article.

7. Foreign investors are not considered for grant of securities trading codes in any of the following cases:

a/ They have been sanctioned by competent domestic or foreign management authorities with fines or heavier penalties for their violations of laws on finance, banking and foreign exchange management;

b/ They are investigated by competent domestic or foreign management authorities for their acts of taking advantage of the market, conducting insider transactions, manipulating the market, swindling or money laundering, failing to fulfill the tax or other financial obligations or seriously violating regulations on finance, banking and foreign exchange management;

c/ They have had their securities trading codes revoked within two years up to the date of filing a dossier of application for a securities trading code.

8. The Securities Depository Center shall guide and grant trading codes to domestic fund management companies. At least seven (7) working days before performing the operation of managing portfolios for foreign investors, fund management companies shall notify the Securities Depository Center of depository members that provide the service of depositing assets of trusting foreign investors (according to a set form, not printed herein).

Article 5. Changes subject to approval by or notification to the Securities Depository Center

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2. A dossier of request for approval of a change specified in Clause 1 of this Article comprises:

a/ A request for approval of the change, made according to a set form (not printed herein) and signed by an authorized representative of the foreign investor;

b/ Depending on the changed content, documents to be additionally submitted may include one or several relevant documents: a notice on on-principle confirmation of the liquidation of the depository contract signed with the old depository member, the foreign investor's written authorization for the new depository member to send to the Securities Depository Center a report on relevant changes enclosed with an official letter made by the foreign investor's new depository member notifying these changes (made according to a set form, not printed herein); a notice on on-principle confirmation of the closure of the trading account at the old securities company; the trading representative's personal file as specified at Point d. Clause 2, Article 4 of this Regulation (enclosed with a notice of cancellation of trading representative authorization for the old trading representative, for change of trading representatives).

3. Within two (2) working days after receiving a complete and valid dossier specified in Clause 2 of this Article, the Securities Depository Center shall approve the change of a depository member, securities company or trading representative. In case of refusal, the Securities Depository Center shall reply in writing, clearly stating the reason.

4. Foreign investors may open depository accounts at new depository members or trading accounts at new securities companies, and authorize the investment to be conducted by their new trading representatives only after obtaining the Securities Depository Center's written approval of these changes. Procedures for opening or closing securities depository accounts or trading accounts comply with regulations of depositor)' members or securities companies and relevant provisions of law.

5. Foreign investors shall notify, through depository members, the Securities Depository Center of the following changes within two (2) months after these changes occur:

a/ Change of banks where they open indirect investment capital accounts;

b/ Change of locations where they are headquartered or registered as their places of business or contact addresses;

c/ Change of names or passport numbers;

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dd/ Change in other contents of dossiers for trading code registration.

6. A dossier of notification of changes specified in Clause 5 of this Article comprises:

a/ Documents specified at Point a. Clause 2 of this Article;

b/ Depending on the nature of changes, documents to be additionally submitted include relevant documents: the new bank's written certification of re-registration of the indirect investment capital account; a written certification of changes related to the passport, name, headquarters address and contact address, legal status and operation organization of the foreign investor enclosed with relevant documents of equivalent validity newly issued by foreign competent management authorities.

Documents issued by competent foreign management authorities must be legalized by consular offices under regulations.

Article 6. Suspension of transactions, revocation of trading codes

1. The State Securities Commission may suspend transactions of foreign investors for six (6) months at most in the following cases:

a/ It detects that foreign investors' dossiers of application for trading codes contain untruthful or inaccurate information or do not contain important details which must be included in such dossiers:

b/ Foreign investors fail to make truthful accurate or timely declarations at the request of the Slate Securities Commission or competent state authorities or as required by law;

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d/ Foreign investors intentionally fail to report on investment activities or other related activities at the request of the State Securities Commission.

dd/ Foreign investors or trading representatives intentionally fail to observe the reporting regime under Clause 4, Article 10 of this Regulation for six (6) consecutive months or fail to report at the request of the State Securities Commission.

e/ Foreign investors commit acts of taking advantage of the market, conducting insider transactions, manipulating the market, committing frauds or money laundering, or failing to fulfill the tax and other financial obligations toward the .State under law.

2. Foreign investors have their securities trading codes revoked in the following cases:

a/ Upon the expiration of the transaction suspension duration specified at Points a. b. c. d and e. Clause 1 of this Article, they still fail to redress errors or violations leading to the transaction suspension;

b/ They violate the provisions of Point f. Clause 1 of this Article and are subject to fines or heavier penalties;

c/ They willingly terminate all their investment activities in Vietnam and file a written request for termination of investment activities in Vietnam.

3. Foreign investors whose securities trading codes have been revoked will not be considered for re-grant of these trading codes within two years after the date of revocation, except for the case specified at Point c. Clause 2 of this Article.

Article 7. Indirect investment capital accounts

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2. The opening, closure, use and management of Vietnam-dong indirect investment capital accounts comply with relevant regulations issued by the State Bank of Vietnam.

3. All money transfers for payment for purchase and sale of shares, stocks, bonds, fund certificates or transfer of capital contributions in investment activities specified in Clause 1, Article 3 of this Regulation, other payments related to securities investment activities of foreign investors; receipt and use of divided dividends or profits, purchase of foreign currencies from credit institutions licensed to deal in foreign exchange in Vietnam for remittance abroad and other related transactions, shall be conducted via these accounts.

4. For their portfolio management operations, fund management companies may open indirect investment capital accounts at custodian banks to receive indirect investment capital amounts of foreign investors. Foreign investors that trust fund management companies to manage investment capital in the portfolio management operations shall transfer their investment capital into the latter's indirect investment capital accounts. This provision does not apply to foreign investors that entrust the investment capital management on their behalf and accounts under investment direction contracts.

Article 8. Depository accounts

1. After registering a securities trading code, a foreign investor may open only one securities depository account and shall make all book entries via this account. An investor being a securities company established under foreign law or a wholly foreign-owned insurance company may open two securities depository accounts under the Ministry of Finance's regulations on securities registration, depository, clearing and payment

2. A foreign investor that opens a depository account at another depository member shall close the previously opened depository account and transfer the whole balance on this account to the new one. Procedures for opening or closing depository accounts comply with the Ministry of Finance's Regulation on securities registration, depository, clearing and payment.

Article 9. Responsibilities of individuals and organizations providing services for foreign investors

1. Securities companies and fund management companies may provide the service of directed investment for foreign investors under Clauses 4 and 5, Article 3 of this Regulation. Before performing investment direction contracts, securities companies and fund management companies shall assure that their clients are foreign investors that have been granted securities trading codes by the Securities Depository Center.

2. Securities companies undertaking to make investments under investors' directions shall:

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b/ Prevent interest conflicts with investors. Securities companies and securities practitioners shall notify in advance their clients of interest conflicts which may arise between them;

c/ Comply with the Ministry of Finance's Regulation on organization and operation of securities companies regarding securities brokerage and consultancy operations and operation of securities companies;

d/ Refrain from making investment decisions. A securities company may not conduct a transaction or make an investment on an investor's accounts unless it enters into an investment direction contract with that investor and receives the latter's lawful trading order or investment direction for that transaction or investment.

Investment direction contracts with securities companies must have principal contents specified in Appendix XII to this Regulation (not printed herein). An investment direction contract must contain clauses certifying that the foreign investor is responsible for making investment decisions while the securities company is responsible only for placing trading orders under the investor's order or making investments under the investor's lawful directions as agreed upon in their contract. The contract must also clearly state the details, level and duration of trading authorization, method of trading order or investment direction placement and method of payment, and information on and signature specimen of the person competent to place orders or authorized to conduct trading or investment.

Trading orders or investment directions of foreign investors must contain information on securities types, volumes and prices, the duration for execution of investment directions or trading orders and their validity duration. Trading orders or investment directions of foreign investors given to securities companies must be stored for five years and sent to the State Securities Commission when it so requests.

In case trading orders or investment directions of investors are communicated via the Internet, by phone or fax, securities companies shall comply with:

- The Law on E-Transactions and guiding documents, ensuring that the time of receipt ol directions or orders is recorded;

- For remote trading orders or investment directions received by phone, fax and email, securities companies shall ensure the principle of reconfirmation with investors before executing orders or investment directions, and keeping of proof evidencing the placement of orders or making of investments for investors.

3. Fund management companies that make investments for foreign investors under investment direction contracts may:

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b/ Provide consultancy on the investment strategy and tactics, structure and distribution of investment capital; give legal advice on and procedures and process of investment, auction and trading to investors;

c/ Conduct transactions or investment after obtaining investors' approval or written consent to investment plans.

3. Fund management companies may make investment decisions on behalf of foreign investors if this is clearly stated in investment direction contracts. An investment decision covers the selection of securities or a project to be invested, securities price or equity value, time of conducting transaction or making investment. Investment decisions must be executed on the set principles and in accordance with authorization contents agreed upon by the two parties and stated in their investment direction contract. Fund management companies shall ensure that their investment decisions are in line with investors' investment strategies, satisfy investors' requirements and comply with other provisions agreed upon by the two parties in their investment direction contract.

4. In case foreign investors make bids to purchase securities, securities companies or fund management companies authorized by these investors to make bids on the latter's behalf shall:

a/ Ensure that these investors have sufficient account balances for making bids in auctions as required by law;

b/ Carry out procedures of registration for participation in auctions exclusively for foreign investors;

c/ Ensure that bids to purchase auctioned shares for foreign investors are made separately from those for domestic investors and for themselves; separate volumes of shares already purchased for foreign investors from those purchased for domestic investors and those purchased for themselves;

d/ Ensure that investment in securities or purchase of shares for foreign investors complies with legal provisions on the foreign holding percentage in Vietnamese enterprises;

dd/ Distribute in a fair and rational manner assets to each foreign investor in accordance with investment direction contracts or investment management contracts with foreign investors;

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5. Securities companies, fund management companies, depository members and trading representatives shall perform the obligation to report and manage dossiers and trading documents of foreign investors and documents evidencing foreign investors' investment decisions and authorization for trading order placement under Article 10 of this Regulation and other relevant provisions of law, and supply them to the State Securities Commission when so requested.

6. Trading representatives of foreign investors in Vietnam must satisfy the following conditions:

a/ Having the full civil act capacity; being other than persons who are currently serving imprisonment sentences or banned by court from conducting certain business lines;

b/ Possessing securities practitioner certificates granted by the State Securities Commission;

c/ Not being concurrently staff members of securities companies, fund management companies or custodian banks operating in Vietnam;

d/ Being sole Vietnam-based trading representatives of foreign investors on the securities market and authorized in writing by the latter.

7. When conducting transactions for foreign investors, trading representatives of foreign investors shall:

a/ Comply with the securities law;

b/ Follow strictly foreign investors' trading and payment directions, refrain from directly making investment decisions, covering the selection of securities types and prices and time of conducting transactions until they receive trading orders or investment directions of foreign investors. Trading orders or directions of foreign investors must comply with the provisions of Point d. Clause 2 of this Article;

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d/ Attend training courses on securities law or trading systems and new securities types organized by the State Securities Commission, the Stock Exchange or the Securities Trading Center;

dd/ Observe the reporting regime under this Regulation.

Article 10. Reporting regime and archive of dossiers on investment activities of foreign investors

1. Depository members shall compile and archive dossiers and documents on asset depository activities on depository accounts of foreign investors. These documents, including also those governed by regulations on investor information and information confidentiality, must be supplied to competent management authorities at the request of the State Securities Commission to serve examination and inspection work.

2. Depository members shall send to the State Securities Commissions monthly reports on statistical data of depository accounts and biweekly reports (on the 15,h and 30"' every month) on the movement of foreign investors' capital on indirect investment capital accounts, Vietnam-dong accounts for capital contribution and share purchase, and special-purpose foreign-currency demand deposit accounts of securities companies (made according to a set form, not printed herein). Depository members being, subsidiaries of foreign credit institutions or wholly foreign-owned credit institutions established in Vietnam shall report on their investment activities and portfolios (according to a set form, not printed herein).

3. Fund management companies shall send monthly and annual reports (made according to a set form, not printed herein) on investment portfolio management and investments under directions to foreign investors. For contracts entered into in the reported period, fund management companies shall send to the State Securities Commission copies of these contracts enclosed with the following documents:

- For foreign investors that have not yet registered for securities trading codes: documents specified at Point b. Clauses 2 and 3. Article 4 of this Regulation;

- For foreign investors that have registered for securities trading codes: copies of securities trading code registration certificates.

4. Trading representatives of foreign investors and securities companies shall send monthly and annual reports (made according to a set form, not printed herein) on investment brokerage and investments under directions to foreign investors.

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5. The Securities Depository Center shall send to the State Securities Commission monthly and annual reports (made according to a set form, not printed herein) on the grant of trading codes to foreign investors and changes of these investors (if any) under Article 5 of this Regulation, enclosed with copies of dossiers for registration of trading codes of foreign institutional investors under Clauses 2 and 3, Article 4 of this Regulation.

6. The Securities Trading Center and the Stock Exchange shall make daily, monthly and annual reports on trading activities of foreign investors (according to a set form, not printed herein).

7. Deadline and time limit for sending reports specified in Clauses 4, 5, 6 and 7 of this Article:

a/ Before 15:00 hrs. on every trading day, daily reports specified in Clause 6 of this Article must be sent;

b/ Within three working days from the 15,h and 30,h every month, depository members and securities companies shall send reports on the movement of foreign investors' capital on indirect investment capital accounts, Vietnam-dong accounts for capital contribution and share purchase, and special-purpose foreign-currency demand deposit accounts of securities companies:

c/ Within five working days after the end of each month, the Securities Depository Center, the Stock Exchange, the Securities Trading Center, depository members, fund management companies and securities companies shall send monthly reports on activities of foreign investors to the State Securities Commission.

d/ Within 90 working days after the end of each year, the Securities Depository Center, the Stock Exchange, the Securities Trading Center, fund management companies and securities companies shall send annual reports on activities of foreign investors to the State Securities Commission.

8. When necessary, the State Securities Commission may request the Securities Depository Center, the Stock Exchange, the Securities Trading Center, fund management companies, securities companies and depository members to report on activities of foreign investors.

9. The Securities Depository Center, the Stock Exchange, the Securities Trading Center, fund management companies, securities companies and depository members shall report to the State Securities Commission within 48 hours after receiving the Commission's requests for reports specified in Clause 10 of this Article.

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11. Foreign investors that have their trading codes granted through depository members and are major shareholders of public companies shall report and disclose information on transactions and ownership of major shareholders under regulations.

Chapter III

INSPECTION. SUPERVISION. AND HANDLING OF VIOLATIONS

Article 11. Inspection and supervision

Fund management companies, securities companies, depository members, trading representatives and foreign investors shall submit to the management, inspection and supervision by the State Securities Commission and competent management authorities as prescribed by law.

Article 12. Handling of violations

Fund management companies, securities companies, depository members, trading representatives and foreign investors that violate the provisions of this Regulation shall be handled under current regulations.

Chapter IV

ORGANIZATION OF IMPLEMENTATION

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1. Within three (3) months after the effective date of this Regulation, investors that make investments on Vietnam's securities market, are specified in Clause 1, Article 2 of this Regulation and have no trading codes shall file dossiers for registration of trading codes with the Securities Depository Center according to the order and procedures specified in Articles 3 and 4 of this Regulation. Foreign investors that are granted trading codes before the effective date of this Regulation are not required to carry out registration procedures for re-grant of trading codes.

2. Foreign investors that are granted trading codes before the effective dale of this Regulation and have trading representatives satisfying the conditions specified in Clause 6, Article 9 of this Regulation shall send to the Securities Depository Center reports on these trading representatives enclosed with these representatives' dossiers as specified at Point d. Clause 2 Article 4 of this Regulation within three (3) months from the effective date of this Regulation.

3. Foreign investors that own securities of certain types and in quantities exceeding the foreign ownership limit set by the Government in effective regulations on securities registration, depository, clearing and payment and trading code registration may not purchase more securities of these types but can only sell them.