Chủ đề: Decree Providing Detailed Regulations For Implementation Of A Number Of Articles Of The Law On Securities-14-2007-nd-cp

Article 12 Procedures for registration for listing
1. The Stock Exchange or Securities Trading Centre shall approve or refuse to approve an application
for registration for listing within thirty (30) days from the date of receipt of a complete and valid
application file, and in a case of refusal shall specify the reasons therefor in writing.
2. The Stock Exchange or Securities Trading Centre shall provide detailed guidelines on procedures for
registration for listing in its Rules on Listing Securities.
Article 13 Change of registration for listing
1. A listing institution must conduct procedures to change its registration in the following circumstances:
(a) A listing institution conducts a share split or share consolidation, issues additional shares to
pay dividends or bonus shares or offers share purchase rights to current shareholders in order
to increase charter capital;
(b) A listing institution undergoes a demerger or merger;
(c) Circumstances of a change in the number of other listed securities on the Stock Exchange or
Securities Trading Centre.
2. An application file for a change in registration for listing to be lodged with the Stock Exchange or
Securities Trading Centre shall comprise:
(a) Request for change in registration for listing specifying the reasons for the change and
enclosing relevant data;
(b) Decision on change for listing of shares passed by the general meeting of shareholders, or
decision on change for listing of bonds passed by the board of management or in a case of
convertible bonds by the general meeting of shareholders (in the case of a shareholding
company); decision on change for listing of bonds passed by the member's council (in the case
of a limited liability company with two or more members) or by the company owner (in the case
of a one member limited liability company), or by the owner's representative (in the case of a
State company); decision on change for listing of securities investment fund certificates by the
general meeting of investors or decision on change for listing of bonds passed by the general
meeting of shareholders of the securities investment company.
3. Procedures for a change in registration for listing shall be implemented in accordance with the Listing
Rules of the Stock Exchange or Securities Trading Centre.

Article 14 De-listing
Securities shall be de-listed on the occurrence of any one of the following:
1. (a) The institution listing the securities on the Stock Exchange or Securities Trading Centre fails to
satisfy the conditions for listing stipulated in clauses 1(a) and (d), clauses 2(a) and (c), clause
3(a) and (c) of article 8; and clauses 1(a) and (c) and clause 2(a) of article 9 of this Decree for
a one year period;
(b) The listing institution suspends its main business and production activities, or such activities
are suspended, for a one year period or longer;
(c) The business registration certificate or operational licence for the specialized industry or line of
the listing institution is revoked;
(d) There is no share trading on the Stock Exchange or Securities Trading Centre for a period of
twelve (12) months;
(dd) Business and production suffers a loss for three consecutive years and total accumulated
losses in the most recent financial statements exceed equity;
(e) The listing institution no longer exists as the result of a merger, consolidation, division,
dissolution or bankruptcy; or the securities investment fund terminates its operation;
(g) Bonds reach their maturity date or all listed bonds are redeemed by the issuing organization
prior to maturity;
(h) The auditors disagree with, or refuse to provide an opinion on, the most recent financial
statements of the listing institution;
(i) An institution receives approval for listing but fails to conduct listing procedures at the Stock
Exchange or Securities Trading Centre within three months of the date of such approval;
(k) The listing institution requests to be de-listed.
2. An application file from a listing institution for de-listing shall comprise:
(a) Request to be de-listed;
(b) Decision on de-listing shares passed by the general meeting of shareholders, or decision on
de-listing bonds passed by the board of management or in a case of convertible bonds by the
general meeting of shareholders (in the case of a shareholding company); decision on delisting
bonds passed by the member's council (in the case of a limited liability company with
two or more members) or by the company owner (in the case of a one member limited liability
company), or by the owner's representative (in the case of a State company); decision on delisting
securities investment fund certificates by the general meeting of investors or decision on
de-listing shares passed by the general meeting of shareholders of the securities investment
company.
3. Any institution whose securities are de-listed may only register for re-listing twelve (12) months after
the date of de-listing and must satisfy the conditions stipulated in articles 8 and 9.1 of this Decree.
Procedures and application files for re-listing shall be implemented in accordance with article 10 of
this Decree.
4. Procedures for de-listing shall be implemented in accordance with the Listing Rules of the Stock Exchange or Securities Trading Centre.

Section 2
Listing of Securities on Foreign Stock Exchanges
Article 15 Conditions for listing securities on foreign Stock Exchanges:
1. Satisfy the conditions stipulated in article 6.1(a) of this Decree.
2. Decision on listing on the foreign Stock Exchange passed by the board of management or general
meeting of shareholders (in the case of a shareholding company), by the member's council (in the
case of a limited liability company with two or more members), by the company owner (in the case of
a one member limited liability company), or by the representative of the State owner (in the case of a
State company).
3. Satisfy the conditions for listing on the foreign Stock Exchange stipulated by such country in the cooperative
agreement between the State Securities Commission with the securities market
administrative body or Stock Exchange of such country.
Article 16 Reporting on listing securities on foreign Stock Exchanges
1. An enterprise must simultaneously lodge with the State Securities Commission a copy of its
application file for listing on the foreign Stock Exchange, and if it concurrently lists on the Stock
Exchange or a Securities Trading Centre of Vietnam then it must also send a copy of the application
file to such domestic body.
2. Within fifteen (15) days from the date of approval for listing or de-listing on a foreign Stock Exchange,
an enterprise must send the State Securities Commission a copy of its letter of approval or decision
on de-listing and must disclose information on such listing or de-listing on the foreign Stock
Exchange in the [official] publication and on the website of the State Securities Commission.

Article 17 Obligations of enterprises with securities listed on a foreign Stock Exchange:
1. To disclose information in accordance with the law of the foreign country and the law of Vietnam.
2. To comply with the percentage participation by foreign investors stipulated in regulations.
3. If the institution concurrently lists on the domestic and an overseas securities market, its periodic
financial statements must be prepared in accordance with international accounting standards or in
accordance with both international accounting standards and Vietnamese accounting standards,
accompanied by an explanation of the differences between the standards.
4. To comply with the law of Vietnam on foreign exchange control when conducting foreign currency
transactions related to securities listed on the foreign Stock Exchange.

Chapter IV
Securities Companies, Fund Management Companies
Article 18 Capital requirements applicable to securities companies and fund management companies
1. The level of legal capital for each type of business of a securities company, securities company with
foreign owned capital or a branch of a foreign securities company in Vietnam shall be as follows:
(a) Brokerage: twenty five (25) billion Vietnamese dong;
(b) Self-trading: one hundred (100) billion Vietnamese dong;
(c) Underwriting: one hundred and sixty five (165) billion Vietnamese dong;
(d) Securities investment consultancy: ten (10) billion Vietnamese dong.
2. Where an institution applies for a licence for more than one type of business activity, its legal capital
shall be the total legal capital of the types of business activities for which a licence is to be granted to
such institution.
3. The minimum level of legal capital of a fund management company, fund management company with
foreign owned capital and of a branch of a foreign fund management company in Vietnam shall be
twenty five (25) billion Vietnamese dong. The Ministry of Finance shall stipulate the specific level of
legal capital of a fund management company based on the scale of the funds entrusted to such
company for management.
4. Capital contribution to establish a securities company, fund management company, branch of a
foreign securities companies or foreign fund management company in Vietnam must be in
Vietnamese dong or a freely convertible foreign currency.
Organizations and individuals contributing capital must prove the legality of their capital sources
which must be certified by an independent auditing organization.
5. Ownership ratios of foreign parties in securities companies and fund management companies with
foreign owned capital in Vietnam shall be implemented in accordance with law.
6. Any organization or individual owning above ten (10) per cent of the shareholding capital or capital
contribution portion with voting rights in any one securities company and persons affiliated to such
organization or individual shall not be permitted to own more than five (5) per cent of the number of
shares or capital contribution portion with voting rights in any other securities company.
7. Any organization or individual owning above ten (10) per cent of the shareholding capital or capital
contribution portion with voting rights in any one fund management company and persons affiliated to
such organization or individual shall not be permitted to own more than five (5) per cent of the
number of shares or capital contribution portion with voting rights in any other fund management
company.

Article 19 Application files and procedures for issuance of licences for establishment and operation of
securities companies and fund management companies with foreign owned capital in Vietnam
1. An application file shall comprise:
(a) The data stipulated in article 63 of the Law on Securities;
(b Joint venture contract in the case of establishment of a joint venture securities company or
joint venture fund management company; or undertaking to contribute capital in the case of
establishment of a securities company or fund management company with capital contribution
from a foreign party;
(c) If the foreign party is a legal entity then the file must also contain a copy of the charter, licence
for establishment and operation or business registration certificate or similar document of
equivalent legal validity of the foreign party issued by the country of origin; and decision on the
foreign legal entity's establishment of or capital contribution to the securities company or
securities fund management company in Vietnam, issued by the authorized body.
2. Documents required by clauses 4 to 7 inclusive of article 63 of the Law on Securities in a case where
the director or general director, a founding shareholder or founding member is a foreign organization
or individual, and the documents stipulated in sub-clauses (b) and (c) above must be prepared in
both Vietnamese language and English language versions and the latter must be consularized.
Copies in Vietnamese and translations from English into Vietnamese must be certified by a
Vietnamese notary public or by a law firm with the lawful function of translating.
3. The time-limit for issuance of licences for establishment and operation shall comply with article 63 of
the Law on Securities.
Article 20 Application files and procedures for issuance of licences for establishment and operation of
branches of foreign securities companies and of foreign fund management companies in
Vietnam
1. An application file shall comprise:
(a) The data stipulated in article 63 of the Law on Securities;
(b A copy of the charter, licence for establishment and operation or business registration
certificate of the foreign securities economic institution, issued by the country of origin; and
decision on such foreign institution's establishment of a branch in Vietnam and decision on
capital allocation by the foreign securities economic institution, issued by the authorized body.
2. Documents required by clause 1 above must be prepared in both Vietnamese language and English
language versions and the latter must be consularized. Copies in Vietnamese and translations from
English into Vietnamese must be certified by a Vietnamese notary public or by a law firm with the
lawful function of translating.
3. The time-limit for issuance of licences for establishment and operation shall comply with article 65 of
the Law on Securities.

Chapter V
Securities Investment Companies
Article 21 Organization and operation of securities investment companies
1. Securities investment companies shall be organized in the form of shareholding companies,
comprising the following types:
(a) A public securities investment company which conducts public offers of shares;
(b) A securities investment company which conducts private placement of shares.
2. It shall not be required to redeem issued shares in the case of shares of a public securities
investment company listed and traded on the Stock Exchange.
3. A securities investment company conducting private placement of shares may only offer shares to a
maximum of ninety nine (99) investors, of which institutional investors must invest at least three billon
dong and an individual investor must invest at least one billon dong.
A securities investment company conducting private placement of shares shall not be required to
comply with the restrictions applicable to public funds stipulated in article 92 of the Law on Securities.
4. A securities investment company shall be permitted to manage its own investment capital or entrust
a fund management company to do so or hire a consultancy fund management company to do so,
and shall be permitted to conduct trading. In the case of hiring a consultancy fund management
company, then the director or general director, deputy director or deputy general director (if any),
chairman of the board of management and at least two-thirds of the members of the board of
management of the securities investment company must be independent of the fund management
company .
5 Any foreign securities investment company or foreign securities investment fund which is a legal
entity and which wishes to invest in Vietnam must entrust a domestic fund management company or
establish a branch in Vietnam to manage its investment capital .
6. The Ministry of Finance shall provide specific regulations on organization and operation of securities
investment companies.

Article 22 Application files and procedures for registration for a public offer of shares by a public securities investment company

1. The founding shareholders or a fund management company shall conduct registration for a public
offer of shares by a public securities investment company.
2. An application file for registration of the public offer of shares shall comprise:
(a) Registration slip for the shares offer of the founding shareholders or of the fund management
company;
(b) Draft charter of the securities investment company;
(c) Prospectus as required by article 15 of the Law on Securities;
(d) Draft supervision contract;
(dd) Draft investment management contract (if a fund management company manages investment
capital);
(e) List of the proposed director or general director and professional securities staff of the
securities investment company together with copy business practising certificates or
applications for issuance of securities business practising certificates (if the company itself will
manage investment capital);
(g) Explanatory statement on technical facilities for securities activities (if the company itself will
manage investment capital);
(h) List of founding shareholders with copy identity cards or passports for individuals or copy
business registration certificates for organizations;
(i) Undertaking of founding shareholders to buy at least twenty (20) per cent of the shares
registered for the offer and to hold at least this number for a period of three years from the
date of issuance of the licence for establishment and operation.
3. The file stipulated in clause 2 of this article shall be prepared in two sets and sent to the State
Securities Commission.
4. The State Securities Commission shall approve or refuse to approve the application for the public
offer within thirty (30) days from the date of receipt of a complete and valid application file, and in a
case of refusal shall specify the reasons therefor in writing.

Article 23 Public offer of shares by a public securities investment company

1. A public offer of shares by a public securities investment company shall be implemented in
accordance with article 90 of the Law on Securities.
2. The founding shareholders or the fund management company must notify the Stock Exchange of the
results of a public offer tranche of shares, and at the same time the founding shareholders shall
complete their file for issuance of the licence for establishment of the public securities investment
company and lodge it with the State Securities Commission.
3. The State Securities Commission shall issue a licence for establishment and operation of the public
securities investment company within thirty (30) days from the date of receipt of the report on the
results of raising capital and receipt of the valid application file, and in a case of refusal to issue a
licence shall specify the reasons therefor in writing.
Article 24 Application files and procedures for issuance of licences for establishment and operation of
securities investment companies which conduct private placement of shares
1. An application file for issuance of a licence for establishment and operation shall comprise:
(a) Request for issuance of a licence for establishment and operation from the founding
shareholders;
(b) Confirmation from a bank of the amount of capital contribution lodged in an escrow account at
the bank;
(c) Minutes of capital contribution from the founding shareholders;
(d) Draft supervision contract;
(dd) Draft list of founding shareholders with copy identity cards or passports and legal files for
individuals; or with copy business registration certificates and financial statements for
organizations;
(e) Undertaking of founding shareholders to hold their shares for a period of three years from the
date of issuance of the licence for establishment and operation;
(g) The data stipulated in sub-clauses (b), (dd) and (g) of article 22 of this Decree.
2. If a capital contributing founding shareholder is a foreign legal entity, then the file must also contain a
copy of the charter or equivalent document, licence for establishment and operation or business
registration certificate of the foreign legal entity issued by the country of origin or data proving such
legal entity is permitted to conduct securities business in the country of origin; and decision on the
capital contribution to establish the securities investment company in Vietnam, issued by the
authorized body.
3. Documents required by clause 1 of this article must be prepared in two copies, and if a capital
contributing founding shareholder is a foreign legal entity then there must be both Vietnamese
language and English language versions and the latter must be consularized. Copies in Vietnamese
and translations from English into Vietnamese must be certified by a Vietnamese notary public or by
a law firm with the lawful function of translating.
4. The State Securities Commission shall issue a licence for establishment and operation of the
securities investment company within thirty (30) days from the date of receipt of a complete and valid
application file, and in a case of refusal to issue a licence shall specify the reasons therefor in writing.

Article 25 Increasing and reducing charter capital of securities investment companies
Procedures and conditions for increasing and reducing charter capital of securities investment companies
shall be implemented in accordance with regulations of the Ministry of Finance.
Article 26 Reporting and information disclosure regimes applicable to securities investment companies
1. Securities investment companies shall implement the reporting regime in accordance with
regulations of the Ministry of Finance and shall also report with respect to securities investment
funds.
2. Securities investment companies which make public offers of shares and which have shares listed
on the Stock Exchange or a Securities Trading Centre must disclose information in accordance with
article 106 of the Law on Securities and guidelines of the Ministry of Finance.
3. A securities investment company conducting private placement of shares shall not be required to
disclose information by the means set out in article 100.4 of the Law on Securities, but shall disclose
information to capital contributing shareholders by the means set out in the company charter and
simultaneously send such information to the State Securities Commission.

Article 27 Contents of charter on organization and operation of a securities investment company
The charter on organization and operation of a securities investment company shall contain the following
particulars:
1. Names and addresses of head offices and summarized information on the securities investment
company, fund management company (if any) and custodian bank.
2. Operational objectives; investment sectors; duration of operation.
3. Charter capital amount and provisions on increasing and reducing charter capital.
4. Information on founding shareholders and number of shares they own.
5. Rights and obligations of shareholders.
6. Structure of organization of management.
7. Legal representative.
8. Method of passing company decisions; principles for internal dispute resolution.
9. Provisions on the board of management and general meeting of shareholders.
10. Restrictions on investment.
11. Provisions on selection and change of custodian bank and independent auditors.
12. Provisions on assignment, issuance and redemption of shares; provisions on listing shares.
13. Types of expenses and revenue; amount of expenses and rewards applicable to the management
apparatus of the securities investment company and custodian bank; total estimated annual
expenses (applicable to an investment fund which manages itself).
14. Principles for distribution of after-tax profit and for dealing with business losses.
15. Method for determination of net asset value including net asset value of each share.
16. Provisions on resolution of conflicts of interest arising between the securities investment company,
fund management company and custodian bank [on the one hand] and affiliated organizations and
individuals [on the other hand].
17. Provisions on reporting regime.
18. Circumstance in which the securities investment company will be dissolved, and procedures for
dissolution and liquidation of company assets.
19. Procedures for amending or supplementing fund charters.
20. Names, addresses and signatures of the legal representative, of the founding shareholders and of
authorized representatives of founding shareholders.
21. Other provisions as agreed by founding shareholders on condition that they are not contrary to law.

Article 28 Re-registration by any securities investment company established before the effective date of
the Law on Securities
1. Any enterprise established before the effective date of the Law on Securities and which satisfies the
conditions stipulated in article 97.1 of the Law on Securities must conduct procedures for reregistration
in the form of a securities investment company within one year after the effective date of
the Law on Securities pursuant to guidelines of the Ministry of Finance.
2. After completing the procedures for re-registration in accordance with clause 1 of this article, a
securities investment company must comply with the Law on Securities, this Decree and other
relevant laws.