Chapter I
GENERAL PROVISIONS
Article 1.- Scope of regulation
This Law provides for public offering of securities, securities listing, trading and investment, and provision of securities and securities market services.
Article 2.- Subjects of application
1. Vietnamese and foreign organizations and individuals engaged in securities investment and operating in Vietnam's securities market.
2. Other organizations and individuals involved in securities activities and securities market.
Article 3.- Application of the Securities Law, relevant laws and treaties
1. Activities of public offering of securities, securities listing, dealing, trading and investment, and provision of securities and securities market services shall comply with this Law and other relevant laws.
2. When a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from those of this Law, the provisions of that treaty prevail. The Government shall specify the implementation of treaties in compatibility with the international integration roadmap and commitments.
Article 4.- Principles of securities activities and securities market operation
1. Respect for organizations' and individuals' rights to freedom of securities purchase, sale and trading as well as securities service provision.
2. Fairness, publicity and transparency.
3. Protection of legitimate rights and benefits of investors.
4. Accountability for risks.
5. Compliance with law.
Article 5.- Securities market development policies
1. The State shall adopt policies to encourage and create favorable conditions for organizations and individuals of all economic sectors and people of all social strata to invest in and operate on the securities market, aiming to mobilize long-term and medium-term capital sources for development investment.
2. The State shall adopt policies to manage and supervise the securities market in order to ensure its fair, public, transparent, safe and efficient operation.
3. The State shall adopt policies to invest in the modernization of infrastructure for the operation of the securities market, the development of human resources for securities activities, and the dissemination and popularization of securities and securities market knowledge.
Article 6.- Interpretation of terms
In this Law, the terms below are construed as follows:
1. Securities means instruments evidencing their holders' legitimate rights and benefits to the assets or capital shares of issuing organizations. Securities take the form of certificates, book entries or electronic data, and are divided into the following types:
a/ Stocks, bonds, fund certificates;
b/ Rights, warrants, call option, put option, futures, securities classes or indexes.
2. Stock means a type of securities certifying their holders' legitimate rights and benefits to a portion of equity of an issuing organization.
3. Bond means a type of securities certifying their holders' legitimate rights and benefits to a portion of liabilities of an issuing organization.
4. Fund certificate means a type of securities certifying investors' ownership over a portion of contributed capital of a public fund.
5. Right means a type of securities issued by a joint-stock company along with an additional issuance of stocks to ensure that its existing shareholders can buy new stocks under specified conditions.
6. Warrant means a type of securities issued along with the issuance of bonds or preferred stocks, entitling securities holders to buy a stated amount of common stocks at a designated price within a given period.
7. Call option, put option mean an option stated in a contract, entitling the buyer to opt for the purchase or sale of a stated amount of securities at a designated price within a given period.
8. Futures means commitments to buy or sell certain securities types, classes or indexes, in a specified amount, at a designated price and on a given date in the future.
9. Majority shareholder means a shareholder directly or indirectly owning at least five percent or more of voting stocks of an issuing organization.
10. Investor means a Vietnamese or foreign organization or individual participating in investment on the securities market.
11. Professional securities investor means a commercial bank, financial company, financial leasing company, insurance business organization or securities trading organization.
12. Public offering of securities means the offering of securities for sale by any of the following modes:
a/ On the mass media, including the Internet;
b/ Offering of securities to one hundred investors or more, excluding professional securities investors;
c/ Offering of securities to an unspecified number of investors.
13. Issuing organization means an organization which issues securities to the public.
14. Issuance-underwriting organization means a securities company licensed to operate in the domain of underwriting securities issuance or a commercial bank licensed by the State Securities Commission to underwrite the issuance of bonds under the conditions specified by the Finance Ministry.
15. Accredited audit organization means an independent audit company on the list of audit companies accredited by the State Securities Commission for audit under the conditions specified by the Finance Ministry.
16. Prospectus means a document or electronic data disclosing accurate, truthful and objective information related to the offering or the listing of securities of an issuing organization.
17. Listing of securities means the putting of qualified securities in trading at the Stock Exchange or the Securities Trading Center
18. Securities trading market means a place or mode of information exchange where/whereby buy and sell orders are rallied and securities transactions are conducted.
19. Securities business means the performance of such professional operations as securities brokerage, securities dealing, securities issuance underwriting, securities investment consultancy, securities depository, securities investment fund management or portfolio management.
20. Securities brokerage means an operation of a securities company acting as an intermediary to buy or sell securities for its customers.
21. Securities dealing means buying or selling securities by a securities company for itself.
22. Securities issuance underwriting means a commitment made by an issuance underwriting organization with an issuing organization to carry out procedures before the securities offering, undertaking to buy whole or part of the securities amount of the issuing organization for resale or to buy the amount of undistributed securities of the issuing organization or to assist the issuing organization in distributing securities to the public.
23. Securities investment consultancy means the supply of analysis results, the disclosure of analysis reports and the provision of securities-related recommendations by securities companies to investors.
24. Securities depository means the receipt of securities for deposit, preservation or transfer to customers, and the assistance rendered to customers for exercise of the rights relating to the securities ownership.
25. Securities registration means the acknowledgement of ownership right and other rights of a securities owner.
26. Securities portfolio management means the management by a securities fund management company of the securities purchase, sale or holding of each investor under the latter's entrustment.
27. Securities investment fund means a fund formed from investors' contributed capital for the purpose of earning profits from the securities investment or other types of investment asset, including real estate, though such investors do not have the right to daily control of the fund's investment decisions.
28. Public fund means a securities investment fund which conducts public offering of fund certificates.
29. Member fund means a securities investment fund which consists of at most thirty capital-contributing members being legal persons.
30. Open-end fund means a public fund whose certificates, which have undergone a public offering, should be bought back at the request of investors.
31. Closed fund means a public fund whose certificates, which have undergone a public offering, should not be bought back at the request of investors.
32. Inside information means undisclosed information on a public company or a public fund, which may, once disclosed, greatly affect the price of securities of such public company or public fund.
33. Insiders include:
a/ Members of the Board of Directors, the Control Board, the Director or the General Director, the Deputy Directors or the Deputy General Directors of the public company; members of the Representative Committee of the public fund;
b/ Majority shareholders of the public company or the public fund;
c/ Persons who audit financial statements of the public company or the public fund;
d/ Other persons who have access to inside information of the public company or the public fund;
e/ Securities companies, securities investment fund management companies and their securities practitioners;
f/ Organizations or individuals that have business cooperation or service provision relations with the public company or the public fund and individuals working in such organizations;
g/ Organizations or individuals that directly or indirectly get inside information from the subjects defined at Points a, b, c, d, e and f of this Clause.
34. Affiliated persons means individuals or organizations that are interrelated in the following cases:
a/ Fathers, adoptive fathers, mothers, adoptive mothers, spouses, children, adopted children or blood siblings of individuals;
b/ Organizations of which individuals are staff members, directors or general directors, or owners of over ten percent of outstanding voting stocks;
c/ Members of boards of directors or control boards, directors or general directors, deputy directors or deputy general directors, and other management titles of such organizations;
d/ Persons who, in relations with others, directly or indirectly control or are controlled by the latter, or submit, together with the latter, to the same control;
e/ Parent companies and affiliate companies;
f/ Contractual relations in which one party represents the other party.
Article 7.- State management of securities and securities market
1. The Government shall perform the unified state management of securities and securities market.
2. The Finance Ministry is answerable to the Government for the performance of state management of securities and securities market and has the following tasks and powers:
a/ To submit to the Government and the Prime Minister for promulgation strategies, planning and policies on development of securities market;
b/ To submit to competent authorities for promulgation or promulgate according to its competence legal documents on securities and securities market;
c/ To direct the State Securities Commission in materializing strategies, planning and policies on development of securities market as well as policies and regimes for management and supervision of securities and securities market activities.
3. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, coordinate with the Finance Ministry in performing the state management of securities and securities market.
4. People's Committees of all levels shall, within the ambit of their tasks and powers, perform the state management of securities and securities market in their respective localities.
Article 8.- The State Securities Commission
1. The State Securities Commission is attached to the Finance Ministry and has the following tasks and powers:
a/ To grant, extend, withdraw licenses and certificates related to securities activities and securities market; to approve changes related to securities activities and securities market;
b/ To manage and supervise operations of stock exchanges, securities trading centers, securities depository centers and assistant organizations; to suspend trading or depositing activities of stock exchanges, securities trading centers, securities depository centers in cases where they show signs of affecting the legitimate rights and benefits of investors;
c/ To inspect, supervise and handle administrative violations and settle complaints and denunciations in securities activities and securities market;
d/ To make statistics and forecasts on securities activities and securities market; to modernize information technology in the domain of securities and securities market;
e/ To organize and coordinate with concerned agencies and organizations in training and retraining the contingent of securities officials, civil servants and staffs; to popularize securities and securities market knowledge to the public;
f/ To guide professional procedures for securities and securities market and relevant set forms;
g/ To conduct international cooperation on securities and securities market.
2. The organization, managerial and executive apparatus of the State Securities Commission shall be defined by the Government.
Article 9.- Prohibited acts
1. Directly or indirectly tricking, swindling, fabricating untruthful information or omitting necessary information, thus causing serious misunderstanding which badly affects the public offering of securities, securities listing, trading or investment, securities and securities market service provision.
2. Disclosing misleading information in order to entice and instigate others to buy or sell securities, or disclosing untimely and insufficient information on occurrences which greatly affect securities prices on the market.
3. Using inside information to buy or sell securities for oneself or for others; disclosing or supplying inside information or advising others to buy or sell securities based on inside information.
4. Conniving in buying or selling securities in order to create sham supply and demand; trading in securities by mode of colluding with or enticing others to continuously buy and sell securities back and forth to manipulate securities prices; combining or employing other trading modes to manipulate securities prices.
Tìm kiếm
Luật chứng khoán 2006 (Bản Word)