DECREE[1]

PRESCRIBING PENALTIES FOR ADMINISTRATIVE VIOLATIONS AGAINST REGULATIONS ON SECURITIES AND SECURITIES MARKET

The Government’s Decree No. 156/2020/ND-CP dated December 31, 2020 prescribing penalties for administrative violations against regulations on securities and securities market, coming into force from January 01, 2021, is amended by:

The Government’s Decree No. 128/2021/ND-CP dated December 30, 2021 providing amendments to the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020 prescribing penalties for administrative violations against regulations on securities and securities market, coming into force from January 01, 2022.

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-terrorism dated June 12, 2013; 

At the request of the Minister of Finance of Vietnam;

The Government promulgates a Decree prescribing penalties for administrative violations against regulations on securities and securities market[2].

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. [3] This Decree deals with administrative violations, penalties, fines, remedial measures, enforcement of penalties and remedial measures, the power to make records of violations and the power to impose penalties for 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;

...

...

...

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;

d) Violations against regulations on issuance of additional shares;

dd) 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 practicing; 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 public companies, listed organizations, organizations performing public offering of securities, securities companies, securities investment companies, securities investment funds and fund management companies;

...

...

...

n) Violations against regulations on inspection by competent authorities;

o) Other violations against regulations on securities and securities market prescribed herein.

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;

...

...

...

e) Organizations providing counseling on offering and issuance of securities; underwriters; bidding organizations and issuing agents;

g) Securities companies and securities investment fund management companies, and their branches and representative offices in Vietnam, securities investment companies;

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:

...

...

...

a) Using internal information to buy or sell securities for oneself or another person;

b) Revealing or providing internal information or advising another person to buy or sell securities based on internal information.

2. “manipulation of securities market” means the commission of the prohibited acts 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 of 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.

...

...

...

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.

5. "use of untruth or inaccurate information to make market surveys before obtaining the permission for public offering” means the use of information that is not included in or different from the information in the prospectus which is included in the application for registration of public offering of securities before obtaining the permission for public offering.

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.

9. [4] “concealing information about the actual ownership of one or some securities in order to evade or assist others in evading obligations to publicly disclose information or conduct tender offers or regulations on obligations to comply with the allowable foreign ownership ratio in Vietnam’s securities market” means the act of reaching an agreement or conducting a transaction or adopting any other method whereby a party shall provide or allocate cash/assets to another party that shall buy and own securities using the provided or allocated cash/assets, and thus the former can evade the obligations to disclose information or conducting tender offers or regulations on obligations to comply with the allowable foreign ownership ratio in Vietnam’s securities market, and includes one, some or all of the following acts:

a) Concealing information about the actual ownership of one or some securities in order to evade or assist others in evading obligations to publicly disclose information 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 company, public investment company or public fund, and their related persons;

b) Concealing information about the actual ownership of one or some securities in order to evade or assist others in evading conducting tender offers for one or some securities;

c) Concealing information about the actual ownership of one or some securities in order to directly or indirectly hold securities in excess of the allowable foreign ownership ratio in a public company or assist others in evading obligations to comply with the allowable foreign ownership ratio in Vietnam’s securities market.

...

...

...

Article 4. Penalties and remedial measures  

1. Primary penalties:

a) Warning;

b) Fines;

c) [6]Suspension of securities trading activities for a fixed period of 01 - 12 months;

d) Suspension of certificate of registration of representative office operation or securities practicing certificate for a fixed period of 01 - 24 months.

2. Additional penalties:

a) [7] Suspension of tender offer; securities trading activities or securities services; securities underwriting; operation of representative office; securities depository services, clearing and settlement services; securities transactions for a fixed period of 01 - 12 months;

b) Suspension of certificate of registration of representative office operation or securities practicing certificate for a fixed period of 01 - 24 months in case the primary penalty prescribed in Point d Clause 1 of this Article is not imposed;

...

...

...

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 of this Decree:

a) [8]Enforced withdrawal of issued or offered securities; return of payments or deposit for securities(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 or deposit for securities at the time the decision to enforce this measure takes effect; enforced withdrawal of additionally issued shares; enforced withdrawal of securities offered or issued after the prescribed time limit; enforced return of securities and any amounts of money that rightfully belong to clients;

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 gains or proceeds obtained from the administrative violation;

dd) Enforced implementation of the registered tender offer plan; enforced purchase of shares or closed-end fund certificates remaining after the tender offer; enforced relinquishment of the rights to vote directly or through an authorized representative in proportion to the number of shares obtained from the violation;

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 following 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;

...

...

...

i) [9]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 a 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 a 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; enforced suspension of securities depositing, clearing and settlement activities;

k) [10] Enforced separate management of depository accounts, margin accounts, and clearing margin accounts keeping money and securities of clients at Vietnam Securities Depository and Clearing Corporation (VSDC), depository members, clearing members and assets of VSDC, depository members, clearing members; enforced opening of depository accounts, margin accounts and clearing 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 those of 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) [11] Enforced suspension of procedures for registration of public company; enforced suspension of operation of representative office;

o) Enforced suspension of underwriting of public offering; enforced reduction of underwriting value of public offering as prescribed;

p) [12]Enforced submission of documents for notification of maximum foreign ownership ratio in a public company or notification of changes to the maximum foreign ownership ratio in a public company;

q) [13]Enforced suspension of issuance of bonds in the international market, offering of securities overseas, issuance of new securities used as the basis for overseas offering of depositary receipts or provision of assistance in overseas issuance of depositary receipts representing shares outstanding in Vietnam;

r) [14]Enforced submission of altered or erased securities practicing certificate, license or certification.

...

...

...

1. Organizations and individuals (hereinafter referred to as “entity”) shall be subject to administrative penalties for securities or securities market-related violations only if they commit such violations under the provisions of this Decree.

2. An entity that commits multiple administrative violations or repeatedly commits administrative violation(s) shall incur penalties for each violation, unless an entity repeatedly commits violations which are detected at the same time but have yet to be considered and shall incur penalties for only a violation while taking the repeat of the violation into account as an aggravating factor provided that the prescriptive period for penalty imposition has not yet expired. The entity that repeatedly commits the following violations shall incur the highest fine amongst other fines for those committed violations and shall be treated as the repeated violation committed under aggravating circumstances, including:

a) Failing to submit reports within the prescribed time limit or failing to submit reports on changes in the ratio of ownership of shares or fund certificates which varies by more than 1% of total voting shares or total fund certificates of a closed-end fund or on the holding of 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 on termination of the status of major shareholders or investors holding at least 5% of fund certificates of a closed-end fund as prescribed in Clause 1 and Clause 6 Article 33 of this Decree;

b) Failing to submit reports on transaction results within the prescribed time limit or failing to submit reports on transaction results as prescribed in Clause 2 and Clause 3 Article 33 of this Decree;

c) Failing to submit reports on planned transactions or conducting transactions beyond the registered transaction period or the transaction period announced by Vietnam Exchange (VNX) or disclosed by a subsidiary company or with a transaction value exceeding the registered one as prescribed in Clause 4 and Clause 5 Article 33 of this Decree;

d) Failing to disclose information within the prescribed time limit or failing to disclose information which is subject to compulsory disclosure as prescribed in Point a Clause 3 and Point a Clause 4 Article 42 of this Decree; failing to disclose information within the prescribed time limit or failing to disclose information which is subject to compulsory disclosure as prescribed in Point a Clause 2 and Clause 3 Article 43 of this Decree.

3. Rules for determination of fines:

a) The maximum fine imposed upon an organization or individual for committing the violation prescribed in Clause 1 Article 35 or Clause 1 Article 36 of this Decree shall be respectively 10 times or 05 times the illegal gains or proceeds from the violation. Where no illegal gains or proceeds are obtained from the violation or the fine calculated according to the illegal gains or proceeds is smaller than the maximum fine specified in Point b of this Clause, the the maximum fine specified in Point b of this Clause shall be imposed;

b) The maximum fine for other securities-related violations shall be VND 3.000.000.000 if committed by an organization or VND 1.500.000.000 if committed by an individual;

...

...

...

Article 6. Prescriptive period for imposition of penalties for securities-related violations [16]

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 in-progress administrative violation shall start from the time when the violation is detected by the competent law enforcement officer;

b) As for completed administrative violations, the prescriptive period shall start from the time when that violation terminates.

3. Ending dates of some violations in Chapter II of this Decree, which are used for determining the prescriptive periods of such violations, shall be determined as follows:

a) The ending date of a violation against regulations on securities offering or issuance prescribed in Point a Clause 5 Article 8, Point a, b or c Clause 5 Article 10, or Clause 2 Article 12 of this Decree is the day of completion of receipt of payments for securities or the record date or the day on which the ownership of shares is transferred;

b) As for the late submission of application for registration of public company prescribed in Clauses 1, 2, 3 and 4, Point a Clause 5, Clause 6 and Clause 7 Article 13 of this Decree, the time of termination of such violations shall be the date on which the application is submitted to the State Securities Commission of Vietnam (SSC);

c) As for the late submission of application for listing or registration of securities prescribed in Clause 3 Article 18 of this Decree, the time of termination of that violation shall be the date on which securities are traded first on the trading system;

...

...

...

dd)  As for violations against regulations on reporting and information disclosure prescribed in Point a Clause 3 Article 42, Point a Clause 2 Article 43 of this Decree, the time of termination of such violations shall be the reporting date or the date of information disclosure.

e) As for the acts of concealing information about the actual ownership of one or some securities in order to evade or assist others in evading obligations to publicly disclose information or conduct tender offers or regulations on obligations to comply with the allowable foreign ownership ratio in Vietnam’s securities market as prescribed in Clause 4 Article 34 of this Decree, the time of termination of such violations shall be the date on which the violating entity discloses information as prescribed or sells securities to reduce their ownership ratio to below the one requiring the tender offer or sells securities to comply with the allowable foreign ownership ratio in a public company.

Article 7. Transfer of violation case files

1. [17] 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 5a Article 42, Point d Clause 4 and Point b Clause 6 Article 45 of this Decree, the persons competent to impose penalties shall immediately transfer the case files of such violations to competent criminal proceeding 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

Section 1. VIOLATIONS AGAINST REGULATIONS ON PRIVATE PLACEMENT OF SECURITIES

Article 8. Violations against regulations on private placement of securities

...

...

...

a) [18] (abrogated);

b) Carrying out redemption of bonds before maturity or bond swaps without obtaining approval or against the approved plan;

c) [19] Failing to disclose or submit the report on use of funds or proceeds earned from an offering or issuance for project execution which has been audited by an accredited audit organization at the annual the General Meeting of Shareholders (GMS), the Board of Members and the company’s owner, or failing to include it in the audited annual financial statements, except private place of corporate bonds.

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) [20] Failing to transfer the proceeds of the offering to the escrow account; using the proceeds of the offering before SSC gives written confirmation of offering results;

d) Commenting or guaranteeing securities prices in the future, income or profit on the investors’ investment or making no-loss guarantee, except cases of issuance of non-convertible bonds;

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.

...

...

...

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) [21]Carrying out the offering or private placement of securities against the plan registered with SSC or the plan included in the approved application for offering or private placement;

c) [22]Disclosing information for advertising or soliciting investors to buy offered or privately placed securities; advertising the offering or private placement of securities on the media;

d) [23]Failing to retain documents about the selection of investors eligible to buy offered or privately placed securities;

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) [24] Making changes in the plan for use of funds or proceeds from the offering or private placement without obtaining approval from the GMS, the Board of Directors, the Board of Members or the company’s owner, or making changes in the plan for use of proceeds from the offering or private placement before obtaining authorization from the GMS; making changes in the plan for use of funds or proceeds from the offering or private placement with the authorization from the GMS but the changed value is 50% or more of the generated funds or proceeds, except offering of non-convertible bonds, bonds without warrants under a plan approved by the Board of Directors; failing to report changes in the plan for use of funds or proceeds from the offering or private placement to the nearest GMS;

b) [25]Using the proceeds of the private placement against the plan approved by GMS, Board of Directors, Board of Members or Company’s President, or the information disclosed to investors or the report submitted to or approved by competent authorities.

5. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for committing one of the following violations:

...

...

...

b) [26] Failing to ensure the satisfaction of conditions for offering or private placement of bonds; failing to ensure the accuracy and truthfulness of the documents included in the bond offering or private placement dossier which can be verified and must include adequate contents as prescribed;

c) [27] Changing terms and conditions of offered bonds, unless such changes are permitted by law.

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) [28]The entity committing the violation in Point a or b Clause 3, Point b Clause 4 or Point c Clause 5 of this Article is compelled to withdraw the offered or issued securities, and return payments or deposit for securities (if any) plus interests on such amounts within 15 days from the date of receipt of the investor’s request in case securities have been offered or issued. Investors must send their requests within 60 days from the day on which the decision to enforce this measure takes effect. The interest on payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds;

b) The violating entity is compelled to disclose the audited report on capital use at the following the GMS or disclose the detailed descriptions of the use of capital generated from the private placement of shares which are included in the audited annual financial statements in case of commission of the violation in Point c Clause 1 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) [30] Enforced withdrawal of securities offered or issued after the prescribed time limit; enforced return of payments or deposit for securities (if any) plus interests thereof within 30 days from the date on which the decision to enforce this measure takes effect in case of commission of the violation specified in Point a Clause 2 of this Article. The interest on payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds;

e) [31] The entity committing any of the violations in Point a Clause 5, Clause 6 and Clause 7 of this Article is compelled to withdraw the offered or issued securities, and return payments or deposit for securities (if any) plus interests on such amounts within 60 days from the date on which the decision to enforce this measure takes effect in case securities have been offered or issued. The interest on payments or deposit for securities shall be 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. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds.

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.

4. Additional penalties:

...

...

...

5. Remedial measures:

a) [32] The entity committing the violation in Clause 1 of this Article is compelled to withdraw the offered securities, and return payments or deposit for securities (if any) plus interests on such amounts within 15 days from the date of receipt of the investor’s request in case 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. The interest on payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds;

b) [33] The entity committing any of the violations in Clause 2 and Clause 3 of this Article is compelled to withdraw the offered securities, and return payments or deposit for securities (if any) plus interests on such amounts within 60 days from the date on which the decision to enforce this measure takes effect in case securities have been offered to the public. The interest on payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds;

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;

b) 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;

...

...

...

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) [34] Making changes in the plan for use of funds or proceeds from the public offering without obtaining approval from the GMS or before obtaining authorization from the GMS, or making changes in the plan for use of funds or proceeds from the public offering with the authorization from the GMS but the changed value is 50% or more of the generated funds or proceeds, except offering of non-convertible bonds, bonds without warrants under a plan approved by the Board of Directors; using funds or proceeds of the public offering against the plan approved by GMS or the information disclosed to investors or the report submitted to SSC; failing to report changes in the plan for use of funds or proceeds from the public offering to the nearest GMS.

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; 

b) Conducting the public offering for establishing an enterprise, except the public offering for establishing an enterprise as prescribed in the Government’s Decree elaborating Article 14, Clause 6 Article 15 of the Law on Securities;

...

...

...

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 fixed period[35] of 06 - 12 months in case of commission of the violation in Point b Clause 3 of this Article.

8. Remedial measures:

a) [36]The entity committing any of the violations in Point a Clause 4, Points a, b, c Clause 5 and Clause 6 of this Article is compelled to withdraw the offered securities, and return payments or deposit for securities (if any) plus interests on such amounts within 60 days from the date on which the decision to enforce this measure takes effect. The interest on payments or deposit for securities shall be calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities at the time the decision to enforce this measure takes effect. The interest on payments or deposit for bonds shall be calculated according to the interest rate specified on bonds;

b) The violating entity is compelled to obtain the approval of the following 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 following the 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;

d) The violating entity is compelled to suspend the underwriting of public offering in case of commission of the violation in Point a 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.

1a. [37]A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for committing one of the following violations:

 a) Failing to open an escrow account to receive payments for shares at a licensed bank or foreign bank branch as prescribed by the law on foreign exchange management;

b) Failing to transfer the proceeds from the offering to the escrow account;

c) Using money in the escrow account before obtaining SSC’s written confirmation of report on offering or issuance results.

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;

...

...

...

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. [39] Remedial measures:

a) Enforced suspension of issuance of bonds in the international market, offering of securities overseas, issuance of new securities used as the basis for overseas offering of depositary receipts or provision of assistance in overseas issuance of depositary receipts representing shares outstanding in Vietnam in case of commission of the violation in Point b Clause 2 of this Article;

b) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article.

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) [40] Conducting the additional issuance of shares against the plan submitted to or registered with SSC or failing to conduct the additional issuance of shares within the prescribed time limit.

...

...

...

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.

3. 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 or report on issuance of additional shares which contains false information or conceals true information.

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 penalties:

The exhibits and instrumentalities of the violation in Clause 4 of this Article, which are forged documents, shall be confiscated.

6. Remedial measures:

...

...

...

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) [42]The entity committing any of the violations in Clause 3 and Clause 4 of this Article is compelled to withdraw the additionally issued shares, and return payments or deposit for shares (if any) plus interests on such amounts which are calculated according to the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for shares at the time the decision to enforce this measure takes effect in case shares have been additionally issued. The withdrawal of securities and return of money to investors must be completed within 60 days from the date 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

1. A warning shall be imposed for late submission of application for public company registration of up to 01 month.

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:

...

...

...

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.

9. Additional penalties:

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.

...

...

...

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.

2. [43] A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed for failing to submit application for delisting or submitting an application for delisting of a public company after the prescribed deadline as prescribed in Article 39 of the Law on Securities in case of compulsory application for delisting.

Article 15. Violations against regulations on public company administration[44]

1. A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed upon a public company for committing one of the following violations:

a) Failing to develop and submit the internal regulations on company administration, operating regulations of the Board of Directors and of the Board of Controllers to GMS; failing to develop operating regulations of the audit committee in case a public company applies the organizational and operational model specified in Point b Clause 1 Article 137 of the Law on enterprises; failing to specify the application of advanced information technology that allows shareholders to participate in and make comments at online meetings of GMS, cast electronic votes or otherwise vote electronically in the internal regulations on company administration;

b) Failing to designate the company’s executive officers.

...

...

...

3. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed upon individuals mentioned in this Clause for committing one of the following violations:

a) Independent members of the Board of Directors of a listed company fail to prepare reports on performance of the Board of Directors;

b) Chairperson of the Board of Directors, Head of the Board of Controllers or chairperson of the audit committee fails to ensure their annual meetings as prescribed.

4. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon Chairperson of the Board of Directors for failing to report unimplemented contents of resolutions of the GMS to the GMS during the nearest meeting; failing to present issues within the jurisdiction of the GMS to the GMS during the nearest meeting for approval before implementation, unless otherwise authorized by the GMS.

5. 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 General Director (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) Chairperson or member of the Board of Directors, General Director (Director) or another executive officer of the public company executes contracts or conducts transactions before obtaining approval from the GMS or Board of Directors.

6. 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 or the Board of Controllers; failing to ensure that at least 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; failing to ensure that members of the Board of Directors, the Board of Controllers and the audit committee meet standards and eligibility requirements, and are not subject to any cases prescribed by law; failing to establish an audit committee affiliated to the Board of Directors or failing to ensure the composition and number of members of the audit committee;

...

...

...

c) Committing violations against regulations on transactions with shareholders, executive officers and their related persons;

d) Failing to enter into written contracts when conducting transactions with related persons.

Article 15a. Violations against regulations on notification of maximum foreign ownership ratio in a public company[45]

1. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed upon a public company for failing to notify changes in the maximum foreign ownership ratio within the time limit specified in Article 141 of the Government's Decree No. 155/2020/ND-CP dated December 31, 2020.

2. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon a public company for failing to notify the maximum foreign ownership ratio or changes thereof.

3. Remedial measures:

The violating entity is compelled to notify the maximum foreign ownership ratio in the public company or changes thereof within 07 days from the date on which the decision to enforce this measure takes effect in case of commission of the violation in Clause 2 of this Article.

Article 16. Violations against regulations on repurchase of shares and sale of treasury shares[46]

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

...

...

...

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;

c) [47] Selling treasury shares before the prescribed time limit; failing to complete the sale of treasury shares within the prescribed time limit.

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) [48] Repurchasing shares without fulfilling share repurchase conditions; repurchasing shares in case such repurchase is not allowed;

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) [49] Selling repurchased shares, except cases specified in Clause 7 Article 36 of the Law on Securities and Clause 4 Article 310 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020;

e) [50] Selling treasury shares without submitting report to SSC or against the plan submitted to SSC or the information publicly disclosed.

...

...

...

The violating entity is compelled to return any benefits illegally obtained from the commission of the violation in Point dd Clause 2 of this Article.

Section 6. VIOLATIONS AGAINST REGULATIONS ON TENDER OFFERS

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) [51] Directly or indirectly purchasing or subscribing shares, call option for shares, warrants 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) [52] Failing to conduct tender offer transactions within the time limit prescribed in Article 93 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020;

...

...

...

g) [54] Purchasing shares of the target company or closed-end fund certificates of the target investment fund under the terms and conditions other than those specified in the tender offer declaration or the prospectus;

h) Failing to purchase or purchasing shares or closed-end fund certificates that remain after the tender offer against regulations on purchase time or with price and payment method different from those in the tender offer;

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) [55] Failing to apply the increased offer price to all shareholders of the target company or investors of the target investment fund, including shareholders or investors that have sent their sale proposals to the entity making the tender offer; decreasing the offer price during the process of the 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) [56] Failing to ensure that the entity making the tender offer has sufficient funds to carry out the tender offer by the official tender offer date written in the application in case it is paid for with money.

3. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for committing one of the following violations:

...

...

...

b) [57] Carrying out the tender offer before obtaining SSC’s approval or before the entity making the tender offer publicly discloses information about the tender offer according to the method prescribed by law; carrying out the tender offer against the plan registered with SSC;

c) [58] Withdrawing the tender offer in cases which are not specified in the tender offer declaration or the prospectus as prescribed by law or before submitting a report on such withdrawal of tender offer to SSC or before obtaining SSC’s approval.

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 penalties:

The tender offer shall be suspended for a fixed period[59] 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;

...

...

...

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.

Section 7. VIOLATIONS AGAINST REGULATIONS ON LISTING AND REGISTRATION OF SECURITIES

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;

...

...

...

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;

e) A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed for late submission of application for listing or registration of securities of exceeding 12 month, or failure to apply for listing or registration.

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 penalties:

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.

...

...

...

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.

2. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed upon an issuer of securities used as the basis for offering of depositary receipts abroad for failing to submit reports to SSC on listing of depositary receipts on foreign Stock Exchange.

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 measures:

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

...

...

...

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.

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 fixed period [60] of 03 - 05 months in case of commission of the violation in Clause 1 of this Article;

b) Securities practicing certificate shall be suspended for a fixed period [61]  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 for trading of securities by VNX and its subsidiaries [62]

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.

...

...

...

Article 22. Violations against regulations on management of members of VNX and its subsidiaries [63]

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 members that fail to maintain their fulfillment of eligibility requirements or fail to fulfill member’s obligations as prescribed by law and comply with VNX’s regulations as prescribed in Article 46 of the Law on Securities.

2. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed upon VNX 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 of VNX and its subsidiaries [64]

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;

...

...

...

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 in accordance with regulations of law or VNX’s trading regulations.

Section 9. VIOLATIONS AGAINST REGULATIONS ON SECURITIES TRADING AND PRACTICE

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:

...

...

...

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.

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) 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) [65] 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 or concealing facts.

...

...

...

Securities trading activities or securities-related services shall be suspended for a fixed period of 01 – 03 months in case of commission of any of the violations in Points b and c Clause 5, and Clause 6 of this Article.

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;

c) [67]The violating entity is compelled to return the altered and/or erased license in case of commission of the violation in Point a Clause 4 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;

...

...

...

c) Changing business operations at a branch; making indirect outward investments; establishing an overseas subsidiary and receiving trusteeship to make indirect outward investments;

d) Suspending operations, except in force majeure events.

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:

...

...

...

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;

c) Preparing or certifying the application for registration of provision of online securities trading services which contains inaccurate information, or failing to revise the application when finding inaccurate or inadequate information;

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) [68] Failing to fulfill responsibilities of a securities company when rendering securities investment consulting services; performing prohibited acts when providing securities investment consulting services;

...

...

...

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;

e) Commenting on or guaranteeing income or profit on the clients’ investment or making no-loss guarantee, except investment in fixed income securities;

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) [69] Committing violations against regulations on proprietary trading; regulations on conditions and restrictions on securities underwriting; regulations on restrictions on investments of the securities company; regulations on issuance and offering of financial products; or regulations on provision of consulting services;

...

...

...

g) Violating regulations on receipt and execution of trading orders of clients;

h) Failing to develop technical infrastructure of the online securities trading system in accordance with regulations of law; failing to adopt solutions to ensure safety of the trading system and data on clients;

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:

...

...

...

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;

c) Violating regulations on management of securities of clients;

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:

...

...

...

b) The securities practicing 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.

8. Remedial measures:

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 of this Decree;

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) [71] Failing to comply with the charter of securities investment fund, charter of securities investment company, trust agreement and contract with the supervisory bank;

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.

...

...

...

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;

b) Violating regulations on a securities investment fund management company’s responsibility to provide securities investment consultancy services; performing prohibited acts when providing securities investment consultancy services;

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) [72] 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, funding sources for investment or investment vehicles 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) [73] Conducting asset transactions for a trustor with the trading value during the year through a securities company exceeding the permissible limits on total trading value in the year of that trustor;

i) Committing the violation in Point a Clause 2 Article 26 of this Decree;

...

...

...

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 of this Decree;

b) Failing to comply with valuation procedures or miscalculating prices of fund certificates, net asset value (NAV) or values of investment portfolios of the securities investment fund, securities investment company and trustors;

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) [75] Using capital and assets of the securities investment fund or company to make investments in that securities investment fund or company;

...

...

...

d) Violating regulations on borrowing for supporting operations of the securities investment fund or company;

dd) [76]  Using assets of the securities investment fund or company for paying debts, providing loans or guaranteeing any loans of the company, its related persons or partners; lending trust assets in any form, or using them as a security for any loans or for paying debts of fund management company, its related persons or any other entities, except trustors that are foreigners or foreign organizations duly established under laws of their home countries and have approved the abovementioned transactions, or trustors that are also owners of trust assets;

e) Violating regulations on lending or allocation of company’s capital to other entities;

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) [77] Investing in derivatives with funds of a trustor, or securities investment fund or company when such use of funds for making investment in derivatives is not permitted in the trust agreement or charter of the securities investment fund or company;

m) Investing in derivatives using its own capital, borrowed capital and other lawful capital sources.

...

...

...

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;

c) Making investment in assets for trustors against regulations of law;

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 practicing 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 fixed period [78] of 01 - 03 months in case of commission of the violation in Point I Clause 4 or Point c Clause 5 of this Article.

...

...

...

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

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon a private securities investment company that self-manages its capital for committing one of the following violations:

a) [79] Failing to revise the application for registration of the private securities investment company that self-manages its capital when it is found inaccurate or inadequate or to contain misleading information or there is 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.

...

...

...

4. Remedial measures:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article.

Article 29. Violations against regulations on operation of distribution agents for securities investment fund certificates

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) [80] (abrogated);

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;

dd) Failing to punctually, adequately and accurately update securities trading codes of foreign investors and their ownership status;

...

...

...

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;

b) Violating regulations on execution of fund certificate subscription and redemption orders.

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. [81] 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;

...

...

...

4. [82] A fine ranging from VND 200.000.000 to VND 400.000.000 shall be imposed for performing business operations in Vietnam beyond the licensed scope of operation of the representative office of a foreign securities company or foreign fund management company in Vietnam.

5. [83] The certificate of representative office operation shall be suspended for a fixed period of 18 - 24 months if the securities trading organization commits one of the following violations:

a) Representing another organization; transferring certificate of representative office operation to another entity;

b) Erasing or altering contents of the certificate of representative office operation.

6. [84] Additional penalties:

The certificate of representative office operation shall be suspended for a fixed period of 03 - 06 months in case of commission of the violation in Clause 4 of this Article.

7. [85] Remedial measures:

a) Operation of the representative office shall be suspended in case of commission of the violation in Clause 3 of this Article;

b) The violating entity is compelled to return the altered and/or erased certificate in case of commission of the violation in Point b Clause 5 of this Article.

...

...

...

1. [86] A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for failing to make revisions to the application for establishment of private fund when it is found inaccurate or inadequate or to contain misleading information or there is 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;

b) Increasing or decreasing charter capital against regulations of law.

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) [87] Failing to follow procedures for application for registration of a private fund in accordance with regulations of law or establishing a private fund without fulfilling conditions as prescribed by law; failing to identify professional securities investors when they purchase securities upon registration of a private fund;

b) Failing to submit reports on risks or loss of the fund’s assets by the prescribed deadline.

4. [88] 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 measures:

...

...

...

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;

b) Failing to make sure employees in specialized departments have appropriate securities practicing certificates; arranging employees to perform tasks inappropriate to their securities practicing certificates;

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 practicing certificates or whose securities practicing certificates have been suspended to perform operations or hold positions the holders of which are required to have securities practicing 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. [89] Securities practicing certificate shall be suspended for a fixed period of 06 - 12 months if a certified securities professional concurrently works at another entity that has ownership relation with the securities company or securities investment fund management company where he/she is working.

...

...

...

a) Borrowing, lending or leasing the securities practicing certificate;

b) Erasing or altering contents of the securities practicing certificate.

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.

...

...

...

a) The securities practicing certificate shall be suspended for a fixed period of 01 - 03 months in case of commission of the violation in Point a Clause 4 of this Article;

b) The securities practicing certificate shall be suspended for a fixed period of 06 - 12 months in case of commission of any of the violation in Clause 5 and Clause 6 of this Article.

8. [91] Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the leasing of securities practicing certificates as prescribed in Point a Clause 4 of this Article;

b) The violating entity is compelled to return the altered and/or erased securities practicing certificate in case of commission of the violation in Point b Clause 4 of this Article;

c) The entity committing the violation in Point a Clause 6 of this Article is compelled to return securities and any amounts of money rightfully belonging to clients within a maximum period of 60 days from the date on which the decision to enforce this measure takes effect.

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 [92]

1. A fine ranging from VND 25.000.000 to VND 35.000.000 shall be imposed for failing to submit reports within the prescribed time limit on changes in the ratio of ownership of shares or fund certificates which varies by more than 1% of total voting shares or total fund certificates of a closed-end fund and a fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for failing to submit reports on changes in the ratio of ownership of shares or fund certificates which varies by more than 1% of total voting shares or total fund certificates of a closed-end fund.

...

...

...

a) A warning shall be imposed if the value of registered securities is from VND 50.000.000 to under VND 200.000.000;

b) A fine ranging from VND 2.500.000 to VND 5.000.000 shall be imposed if the value of registered securities is from VND 200.000.000 to under VND 400.000.000;

c) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the value of registered securities is from VND 400.000.000 to under VND 600.000.000;

d) A fine ranging from VND 10.000.000 to VND 15.000.000 shall be imposed if the value of registered securities is from VND 600.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 15.000.000 to VND 25.000.000 shall be imposed if the value of registered securities is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 25.000.000 to VND 35.000.000 shall be imposed if the value of registered securities is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 35.000.000 to VND 50.000.000 shall be imposed if the value of registered securities is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine ranging from VND 50.000.000 to VND 75.000.000 shall be imposed if the value of registered securities is VND 10.000.000.000 or more.

3. Failing to submit reports on transaction results shall be fined according to the value of securities registered for trading calculated at their face value (for shares, convertible bonds and fund certificates) or latest issuance price (for covered warrants) or transfer price (for rights to buy shares or convertible bonds or fund certificates). To be specific:

...

...

...

b) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the value of registered securities is from VND 200.000.000 to under VND 400.000.000;

c) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed if the value of registered securities is from VND 400.000.000 to under VND 600.000.000;

d) A fine ranging from VND 20.000.000 to VND 30.000.000 shall be imposed if the value of registered securities is from VND 600.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed if the value of registered securities is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed if the value of registered securities is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed if the value of registered securities is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed if the value of registered securities is VND 10.000.000.000 or more.

4. Conducting transactions beyond the registered transaction period or the transaction period announced by VNX or disclosed by a subsidiary company or with a transaction value exceeding the registered one shall be fined according to the value of actually traded securities calculated at their face value (for shares, convertible bonds and fund certificates) or latest issuance price (for covered warrants) or transfer price (for rights to buy shares or convertible bonds or fund certificates). To be specific:

a) A warning shall be imposed if the value of traded securities is from VND 50.000.000 to under VND 200.000.000;

...

...

...

c) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed if the value of traded securities is from VND 400.000.000 to under VND 600.000.000;

d) A fine ranging from VND 20.000.000 to VND 30.000.000 shall be imposed if the value of traded securities is from VND 600.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed if the value of traded securities is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed if the value of traded securities is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed if the value of traded securities is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine ranging from 1% to 2% of the value of actually traded securities shall be imposed if the value of traded securities is VND 10.000.000.000 or more. If the fine calculated according to this Point is higher than the maximum fine specified in Point b Clause 3 Article 5 of this Decree, the later shall be imposed.

5. Failing to submit reports on planned transactions shall be fined according to the value of actually traded securities calculated at their face value (for shares, convertible bonds and fund certificates) or latest issuance price (for covered warrants) or transfer price (for rights to buy shares or convertible bonds or fund certificates). To be specific:

a) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the value of traded securities is from VND 50.000.000 to under VND 200.000.000;

b) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed if the value of traded securities is from VND 200.000.000 to under VND 400.000.000;

...

...

...

d) A fine ranging from VND 40.000.000 to VND 60.000.000 shall be imposed if the value of traded securities is from VND 600.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 60.000.000 to VND 100.000.000 shall be imposed if the value of traded securities is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed if the value of traded securities is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 150.000.000 to VND 250.000.000 shall be imposed if the value of traded securities is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine ranging from 3% to 5% of the value of actually traded securities shall be imposed if the value of traded securities is VND 10.000.000.000 or more. If the fine calculated according to this Point is higher than the maximum fine specified in Point b Clause 3 Article 5 of this Decree, the later shall be imposed.

6. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for failing to submit reports within the prescribed time limit on the holding of 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 on termination of the status of major shareholders or investors holding at least 5% of fund certificates of a closed-end fund, or upon a founding shareholder for failing to submit reports within the prescribed time limit before trading in shares restricted from transfer, and a fine ranging from VND 100.000.000 to VND 140.000.000 shall be imposed for failing to submit reports on the holding of 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 on termination of the status of major shareholders or investors holding at least 5% of fund certificates of a closed-end fund, or upon a founding shareholder for failing to submit reports within the prescribed time limit before trading in shares restricted from transfer.

7. Additional penalties:

a) Securities trading activities shall be suspended for a fixed period of 01 – 03 months in case of commission of the violation in Point h Clause 4 of this Article;

b) Securities trading activities shall be suspended for a fixed period of 03 – 05 months in case of commission of the violation in Point h Clause 5 of this Article.

...

...

...

1. [93] Securities trading activities of an investor that allows another person to use his account to trade securities or holds securities for others for the purpose of manipulating securities market shall be suspended for a fixed 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;

dd) Violating regulations on transactions conducted on the trading day or within a periodic order matching session.

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. [94] A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for concealing information about the actual ownership of one or some securities in order to evade or assist others in evading obligations to publicly disclose information or conduct tender offers or regulations on obligations to comply with the allowable foreign ownership ratio in Vietnam’s securities market.

...

...

...

a) The securities practicing certificate shall be suspended for a fixed period[95] 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. [96] A fine that is 10 times the illegal gain but is not smaller than the maximum fine specified in Point b Clause 3 Article 5 of this Decree shall be imposed for using internal information for trading securities. If the illegal gain cannot be determined or the fine calculated according to the illegal gain is smaller than the maximum fine specified in Point b Clause 3 Article 5 of this Decree, the maximum fine specified in Point b Clause 3 Article 5 of this Decree shall be imposed.

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 fixed period [97] of 01 - 03 months in case of commission of the violation in Clause 1 of this Article;

b) Securities practicing certificate shall be suspended for a fixed period [98] of 18 – 24 months if a certified securities professional commits the violation in Clause 1 of this Article.

...

...

...

The violating entity is compelled to return the illegal gains or proceeds obtained from the commission of one of the violation in Clause 1 of this Article.

Article 36. Manipulation of securities market

1. [99] A fine that is 10 times the illegal gain but is not smaller than the maximum fine specified in Point b Clause 3 Article 5 of this Decree shall be imposed for manipulating securities market. If the illegal gain cannot be determined or the fine calculated according to the illegal gain is smaller than the maximum fine specified in Point b Clause 3 Article 5 of this Decree, the maximum fine specified in Point b Clause 3 Article 5 of this Decree shall be imposed.

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 fixed period[100] of 01 - 03 months in case of commission of the violation in Clause 1 of this Article;

b) Securities practicing certificate shall be suspended for a fixed period [101] of 18 – 24 months if a certified securities professional commits the violation in Clause 1 of this Article.

3. Remedial measures:

The violating entity is compelled to return the illegal gains or proceeds 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

...

...

...

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. [102] A fine ranging from VND 50.000.000 to VND 70.000.000 shall imposed upon a securities company, commercial bank, foreign bank branch or branch of a securities company or commercial bank for providing securities depository, clearing and settlement services before satisfying conditions, or providing securities depository, clearing and settlement services before obtaining certificate of securities depository registration, decision to approve the provision of securities depository services, certificate of eligibility to provide securities clearing and settlement services, SSC’s written notice of receipt of report on authorization to provide securities depository services or VSDC’s approval of membership.

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. [103] Additional penalties:

Provision of securities depository, clearing and settlement services shall be suspended for a fixed period of 01 – 03 months in case of commission of any of the violations in Clause 1 and Clause 3 of this Article.

5. [104] Remedial measures:

...

...

...

b) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article.

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 members, applicants for registration and depositing of bonds, and clearing members for committing one of the following violations: [105]

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 members, applicants for registration and depositing of bonds and clearing member, and a fine ranging from VND 50.000.000 to VND 75.000.000 shall be imposed upon employees of depository members or clearing members for committing one of the following violations: [106]

...

...

...

b) Trading securities before they are recorded by VSDC on members’ securities trading accounts;

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) [108] Failing to separately manage depository accounts, margin accounts and clearing 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 those of 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.

...

...

...

6. [109] Additional penalties:

a) Securities depository, clearing and settlement services shall be suspended for a fixed period of 01 – 03 months if the depository member or clearing member commits the violation in Clause 5 of this Article;

b) Securities practicing certificate shall be suspended for a fixed period of 01 - 03 months if a certified securities professional commits any of the violations in Clause 3 and Clause 5 of this Article.

7. Remedial measures:

a) [110] The violating entity is compelled to separately manage depository accounts, margin accounts, and clearing margin accounts keeping money and securities of clients at VSDC, depository members, clearing members and their assets; open depository accounts, margin accounts and clearing margin accounts for each client; separately manage assets and positions of each client, and separately manage assets and positions of clients and those of 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 date 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;

...

...

...

c) Failing to provide information or providing inadequate or inaccurate information for securities investment fund management companies;

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 perform activities relating revenues, expenses, payments and transfer of money and securities in an accurate manner or within the prescribed time limit;

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.

...

...

...

5. Additional penalties:

Depository activities shall be suspended for a fixed period [111] 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 illegal gains or proceeds 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.

...

...

...

a) Being a related person or participating in the management board or executive board of the securities investment fund management company or having ownership relation, contributing capital, holding shares, or being lender or borrower of the securities investment fund management company or securities investment company, and vice versa;

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

...

...

...

a) Failing to carry out registration or re-registration of the person in charge of information disclosure or person authorized to disclose information or failing to promulgate regulations on information disclosure;

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) [112] Failing to fully comply with regulations on media, form or language used for disclosing information;

b) Failing to retain disclosed information 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.

...

...

...

a) Failing to disclose information which must be disclosed 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) 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. [113] A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for disclosing false information.

5a. [114]A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for providing false information or concealing information in securities activities specified in Clause 1 Article 12 of the Law on Securities.

5b. [115]Additional penalties:

Securities trading activities or securities services; operation of representative office; securities depository, clearing and settlement services; securities transactions shall be suspended for a fixed period of 01 - 03 months in case of commission of the violation in Clause 5a of this Article.

6. [116] Remedial measures:

The violating entity is compelled to remove or correct information in case of commission of any of the violations in Clause 5 and Clause 5a of this Article.

Article 43. Violations against regulations on reporting

...

...

...

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.

3. [117]  A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for failing to submit reports on the information which must be reported as prescribed by law or at the request of SSC as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities.

3a. [118]A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for submitting reports containing false or inaccurate information.

4. [119] Remedial measures:

The violating entity is compelled to submit reports containing accurate information in case of commission of the violation in Clause 3a 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

...

...

...

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;

c) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed for failing to submit reports to SSC as prescribed.

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) [120] 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 taking actions against 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 take actions against 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 measures:

...

...

...

Section 14. VIOLATIONS AGAINST REGULATIONS ON ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING IN THE FIELDS OF SECURITIES AND SECURITIES MARKET

Article 45. Violations against regulations on anti-money laundering and counter-terrorism financing in the fields of securities and securities market

1. The following fines shall be imposed upon a securities company or securities investment fund management company for committing violations against regulations on identification and updating of information about clients:

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.

...

...

...

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.

4. The following fines shall be imposed upon a securities company or securities investment fund management company for performing prohibited acts in anti-money laundering:

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. [121] A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a subsidiary of VNX 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:

...

...

...

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 penalties:

Securities activities or services shall be suspended for a fixed period [122]  of 01 – 03 months in case of commission of the violation in Point d Clause 4 of this Article.

Section 15. VIOLATIONS AGAINST REGULATIONS ON INSPECTION CONDUCTED 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.

...

...

...

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.

3. 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 fixed period [123] of 01 - 03 months in case of commission of the violation in Clause 1 or Clause 2 of this Article;

b) Securities practicing certificate shall be suspended for a fixed period[124] of 01 - 03 months if a certified securities professional commits any of the violations in Clause 1 and 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

...

...

...

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;

c) Suspend certificate of registration of representative office operation and securities practicing certificate as prescribed in Clause 5 Article 30, Clause 3 Article 32 hereof;

d) [125] Securities trading activities shall be suspended according to Clause 1 Article 34 of this Decree;

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 gain upon an organization or up to 05 times the illegal gain 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;

...

...

...

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:

a) Issue warning;

b) Impose a fine up to 10 times the illegal gain upon an organization or up to 05 times the illegal gain 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) [127]Suspend securities trading activities for a fixed period; suspend certificate of representative office operation or securities practicing certificate for a fixed period;

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.

...

...

...

3. [129] Persons competent to impose administrative penalties may impose administrative penalties without needing to issue records of administrative violations in case a warning is imposed for the violation in Clause 1 Article 13, Point a Clause 1 Article 14, Point a Clause 2, Point a Clause 3 and Point a Clause 4 Article 33, Clause 1 Article 42, Point a Clause 1 Article 44 of this Decree, except the administrative violations detected using technical and professional devices and equipment.

Article 49. Suspension of securities activities and securities services

1. [130] When imposing the additional penalty which is suspension of securities trading 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 5b Article 42, Clause 7 Article 45, Point a Clause 3 Article 46 of this Decree, the competent persons specified in Article 47 of this Decree shall have the power to issue decision to suspend one, some or all securities trading activities and securities services of the violating organization for a fixed period.

2. If one or some securities activities and services are suspended for a determined period, competent officials specified in Article 47 hereof must specify the suspended securities activities and services, suspension period and validity in the suspension decision.

3. [131] The violating entity must immediately suspend a portion or all of its securities trading activities and securities services specified in the penalty imposition decision from the date on which this decision takes effect and comply with regulations on prohibited or restricted acts during suspension period.

4. [132] Within 02 business days from the issue date of the penalty imposition decision, the issuing person shall send that decision to the violating entity, VNX/its subsidiaries and VSDC.

Article 50. Suspension of securities depository, clearing and settlement services[133]

1. When imposing the penalty which is suspension of securities depository, clearing and settlement services as prescribed in Clause 4 Article 38, Point a Clause 6 Article 39, Clause 5 Article 40 of this Decree, the competent persons specified in Article 47 of this Decree are entitled to issue decision to suspend one, some or all of securities depository, clearing and settlement services of the violating entity.

2. The violating entity must immediately suspend a portion or all of its securities depository, clearing and settlement services specified in the penalty imposition decision from the date on which this decision takes effect and comply with regulations on prohibited or restricted acts during suspension period.

...

...

...

4. Within 02 business days from the receipt of the penalty imposition decision, VSDC shall send a written notice of decision implementation results to the person issuing the penalty imposition decision.

Article 50a. Suspension of securities practicing certificate [134]

1. In case of fixed-period suspension of the securities practicing certificate, the certified securities professional shall immediately suspend all professional activities specified in the securities practicing certificate from the date on which the penalty imposition decision takes effect, and comply with regulations on prohibited or restricted acts during suspension period.

2. Within 02 business days from the issue date of the penalty imposition decision, the issuing person shall send that decision to the certified securities professional and securities company where he/she is working.

3. Within 02 business days from the receipt of the penalty imposition decision, the securities company where the certified securities professional is working shall send a written notice of decision implementation results to the person issuing the penalty imposition decision.

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 removed or corrected information to SSC, VNX and its subsidiaries.

2. The time limit for return of illegal gains or proceeds obtained from the violation is 60 days from the day on which the decision to enforce this measure takes effect.

3. [135] The time limit for enforce the remedial measures in Clause 3 Article 4 of this Decree is 30 days from the date on which the decision to enforce this measure takes effect, except the cases specified in Points a, b 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, Clause 3 Article 15a, Point d Clause 6 Article 17, Point a Clause 7 Article 18, Clause 8 Article 26, Clause 7 Article 27, Point c Clause 8 Article 32, Point b Clause 6 Article 34, Clause 7 Article 39, Point a Clause 6 Article 40, Clause 4 Article 44, Clause 1 and Clause 2 Article 51 of this Decree. The violating entity shall submit a report to the person issuing the penalty imposition decision on results of implementation of the remedial measure specified in this Clause within a maximum period of 03 business days from the end of the time limit for implementing remedial measures.

...

...

...

a) [136] 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 measures, the violating entity shall give a notice of return of payments or deposit for securities (if any) plus interests calculated according to the interest rate specified on bonds or the demand deposit interest rate announced by the bank at which the violating entity's account is opened for receiving payments or deposit for securities 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;

b) The violating entity must submit reports to SSC on return of payments for securities or deposit (if any) to investors within a maximum period of 03 business days from the date of completion of the return of money.

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;

c) [137] The violating entity shall submit a report to the person issuing the penalty imposition decision on results of implementation of the remedial measure that is enforced return of securities and money rightfully belonging to clients within a maximum period of 03 business days from the end of the time limit for implementing remedial measures.

Article 51a. Suspension of securities trading activities [138]

1. When suspending securities trading activities as prescribed in Clause 7 Article 33, Clause 1 Article 34 of this Decree, the competent persons specified in Article 47 of this Decree shall issue decisions on fixed-period suspension of securities trading activities on the securities market of the violating entity. The violating entity shall immediately suspend all of its securities trading activities on the securities market from the date on which the penalty imposition decision takes effect.

2. Within 02 business days from the issue date of the penalty imposition decision, the issuing person shall send that decision to the violating entity, VNX/its subsidiaries, VSDC and securities companies.

...

...

...

Chapter IV

IMPLEMENTATION [139]

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 52a. Implementation of administrative penalties and remedial measures in the fields of securities and securities market[140]

1. Within 07 days from the end of the time limit for implementing the main penalty that is fine, the violating entity shall send the receipt of fine payment bearing certification of the State Treasury or the bank to the person issuing the penalty imposition decision. Within 10 days from the end of the time limit for implementing the penalty, if the violating entity fails to submit receipt of fine payment, the person issuing the penalty imposition decision shall request the violating entity in writing to pay fine according to the penalty imposition decision.

2. Within 10 days from the end of the time limit for implementing the main penalty that is fixed-period suspension of securities trading activities or suspension of securities practicing certificate as prescribed in Points c and d Clause 1 Article 4 of this Decree, the additional penalties and remedial measures specified in Clause 2 and Clause 3 Article 4 of this Decree, if no reports on implementation results are submitted, the person issuing the penalty imposition decision shall request the violating entity and relevant entity in writing to implement penalties and remedial measures.

Article 52a. Disclosure of administrative penalties for securities-related violations [141]

...

...

...

2. Within 03 business days from the issue date of the penalty imposition decision for the violation specified in Clause 1 of this Article, the penalty imposition decision must be publicly posted on the website of SSC.

3. Information to be disclosed includes full name and address of the violating individual or name and address of the violating organization, administrative violation, penalties, remedial measures and implementation period.”

Article 53. Transition

1. Regulations herein shall apply to the violations which have been committed before the effective date of this Decree but are detected or being considered when or after this Decree takes effect if this Decree does not provide for legal liability or impose less severe legal liability.

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. The 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./.

...

...

...

CERTIFIED BY

PP. MINISTER
DEPUTY MINISTER




Nguyen Duc Chi

[1] This consolidated document consists of the following 02 Decrees:

- The Government’s Decree No. 156/2020/ND-CP dated December 31, 2020 prescribing penalties for administrative violations against regulations on securities and securities market, coming into force from January 01, 2021 (hereinafter referred to as “Decree No. 156/2020/ND-CP”);

- The Government’s Decree No. 128/2021/ND-CP dated December 30, 2021 providing amendments to the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020 prescribing penalties for administrative violations against regulations on securities and securities market, coming into force from January 01, 2022 (hereinafter referred to as “Decree No. 128/2021/ND-CP”).

This consolidated document supersedes neither of the abovementioned Decrees.

[2] The Decree No. 128/2021/ND-CP is promulgated pursuant to:

...

...

...

The Law on penalties for administrative violations dated June 20, 2012, and the Law on amendments to the Law on penalties for administrative violations dated November 13, 2020;

The Law on Securities dated November 26, 2019;

The Law on Enterprises dated June 17, 2020;

The Law on anti-money laundering dated June 18, 2012;

The Law on Anti-terrorism dated June 12, 2013; 

And at the request of the Minister of Finance of Vietnam;”

[3] This Clause is amended by Clause 1 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[4] This Point is supplemented according to Clause 2 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[5] This Point is supplemented according to Clause 2 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[7] This Point is amended by Point b Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[8] This Point is amended by Point c Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[9] This Point is amended by Point c Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[10] This Point is amended by Point c Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[11] This Point is amended by Point c Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[12] This Point is supplemented according to Point d Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[13] This Point is supplemented according to Point d Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[14] This Point is supplemented according to Point d Clause 3 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[15] This Article is amended by Clause 4 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[17] This Clause is amended by Clause 6 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[18] This Point is abrogated according to Article 2 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[19] This Point is amended by Point a Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[20] This Point is amended by Point b Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[21] This Point is amended by Point c Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[22] This Point is amended by Point c Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[23] This Point is amended by Point c Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[24] This Point is amended by Point d Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[25] This Point is amended by Point d Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[27] This Point is supplemented by Point dd Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[28] This Point is amended by Point e Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[29] This Point is amended by Point e Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[30] This Point is amended by Point e Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[31] This Point is amended by Point e Clause 7 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[32] This Point is amended by Clause 8 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[33] This Point is amended by Clause 8 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[34] This Point is amended by Point a Clause 9 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[35] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[38] This Point is amended by Point b Clause 10 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[39] This Point is amended by Point c Clause 10 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[40] This Point is amended by Point b Clause 11 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[41] This Clause is supplemented by Point a Clause 11 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[42] This Point is amended by Point c Clause 11 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[43] This Clause is amended by Clause 12 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[44] This Article is amended by Clause 13 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[45] This Article is amended by Clause 14 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[46] The heading of this Article is amended according to Point a Clause 15 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[48] This Point is amended by Point c Clause 15 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

^[49] This Point is amended by Point c Clause 15 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

^[50] This Point is amended by Point c Clause 15 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[51] This Point is amended by Point a Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[52] This Point is amended by Point a Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[53] This Point is amended by Point a Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[54] This Point is amended by Point a Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[55] This Point is amended by Point a Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[56] This Point is amended by Point b Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[58] This Point is amended by Point c Clause 16 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[59] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[60] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[61] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[62] This Article is amended by Clause 17 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[63] This Article is amended by Clause 18 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[64] This Article is amended by Clause 19 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[65] This Point is amended by Point a Clause 20 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[66] This Clause is amended by Point b Clause 20 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[68] This Point is amended by Point a Clause 21 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[69] This Point is amended by Point b Clause 21 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[70] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[71] This Point is amended by Point a Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[72] This Point is amended by Point b Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[73] This Point is amended by Point b Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[74] This Point is supplemented by Point b Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[75] This Point is amended by Point c Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[76] This Point is amended by Point c Clause 22 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[78] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[79] This Point is amended by Clause 23 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[80] This Point is abrogated according to Article 2 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[81] This Clause is amended by Clause 24 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[82] This Clause is amended by Clause 24 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[83] This Clause is amended by Clause 24 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[84] This Clause is amended by Clause 24 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[85] This Clause is supplemented by Clause 24 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[86] This Clause is amended by Point a Clause 25 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[88] This Point is amended by Point c Clause 25 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[89] This Clause is amended by Point a Clause 26 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[90] This Clause is amended by Point b Clause 26 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[91] This Clause is amended by Point c Clause 26 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[92] This Article is amended by Clause 27 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[93] This Clause is amended by Clause 28 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[94] This Clause is amended by Clause 28 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[95] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[96] This Clause is amended by Clause 29 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[98] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[99] This Clause is amended by Clause 30 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[100] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[101] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[102] This Clause is amended by Clause 31 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[103] This Clause is amended by Clause 31 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[104] This Clause is amended by Clause 31 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[105] The first paragraph of this Clause is amended by Point a Clause 32 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[106] The first paragraph of this Clause is amended by Point b Clause 32 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[108] This Point is amended by Point c Clause 32 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[109] This Clause is amended by Point d Clause 32 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[110] This Point is amended by Point dd Clause 32 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[111] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[112] This Point is amended by Point a Clause 33 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[113] This Clause is amended by Point b Clause 33 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[114] This Clause is amended by Point c Clause 33 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[115] This Clause is amended by Point c Clause 33 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[116] This Clause is amended by Point d Clause 33 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[118] This Clause is amended by Point b Clause 34 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[119] This Clause is amended by Point c Clause 34 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[120] This Point is amended by Clause 35 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[121] This Clause is amended by Clause 36 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[122] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[123] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[124] The phrase  "trong thời hạn" (“within a period”) is replaced by the phrase "có thời hạn" (“for a fixed period”) according to Clause 46 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[125] This Point is amended by Point a Clause 37 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[126] This Point is amended by Point b Clause 37 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[128] This Clause is amended by Clause 38 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[129] This Clause is supplemented by Clause 38 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[130] This Clause is amended by Clause 39 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[131] This Clause is amended by Clause 39 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[132] This Clause is supplemented by Clause 39 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[133] This Article is amended by Clause 40 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[134] This Article is amended by Clause 41 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[135] This Clause is amended by Point a Clause 42 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[136] This Point is amended by Point b Clause 42 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

...

...

...

[138] This Article is amended by Clause 43 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.

[139] Article 3 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022, stipulates as follows:

Article 3. Implementation

1. This Decree comes into force from January 01, 2022.

2. Transition provisions:

a) Regulations herein shall apply to the securities and securities market-related violations which have been committed before the effective date of this Decree but are detected or being considered when this Decree takes effect if this Decree does not provide for legal liability or impose less severe legal liability;

b) Complaints against the securities and securities market-related violation for which the penalty imposition decision has been issued or implemented before the effective date of this Decree shall be settled in accordance with regulations of law on penalties for securities and securities market-related violations and relevant laws in force at the time the violation is committed.

3. Responsibility for implementation:

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./.

...

...

...

[141] This Article is amended by Clause 45 Article 1 of the Decree No. 128/2021/ND-CP, coming into force from January 01, 2022.