Nghị định 128/2021/NĐ-CP sửa đổi Nghị định 156/2020/NĐ-CP quy định xử phạt vi phạm hành chính trong lĩnh vực chứng khoán và thị trường chứng khoán

DECREE

PROVIDING AMENDMENTS TO GOVERNMENT’S DECREE NO. 156/2020/ND-CP DATED DECEMBER 31, 2020 PRESCRIBING PENALTIES FOR ADMINISTRATIVE VIOLATIONS AGAINST REGULATIONS ON SECURITIES AND SECURITIES MARKET

Pursuant to the Law on Government Organization dated June 19, 2015; the Law on amendments to the Law on Government Organization and the Law on Organization of Local Governments dated November 22, 2019;

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

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on anti-money laundering dated June 18, 2012;

Pursuant to the Law on Anti-terrorism dated June 12, 2013;

At the request of the Minister of Finance;

The Government promulgates a Decree 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.

Article 1. Amendments to Government’s Decree No. 156/2020/ND-CP dated December 31, 2020

1. Clause 1 Article 1 is amended as follows:

“1. 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. Clause 9 and Clause 10 are added following Clause 8 Article 3 as follows:

“9. “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.

10. “providing false information or concealing information in securities activities” means the act of creating and disclosing inaccurate, false or incorrect information compared to the facts or information certified or verified by competent persons or authorities or performing activities or transactions or adopting any other method or combining with disclosure of false information in order to conceal information when making reports or disclosing information or evade reporting or disclosure of information as prescribed by the Law on securities, which causes misunderstanding or adversely affects the offering, listing, trading, investment of securities and provision of securities-related services.”

3. Some Points of Clauses 1, 2 and 3 Article 4 are amended as follows:

a) Point c Clause 1 Article 4 is amended as follows:

“c) Suspension of securities trading activities for a fixed period of 01 - 12 months;”

b) Point a Clause 2 Article 4 is amended as follows:

“a) 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 period of 01 - 12 months;”

c) Points a, i, k and n Clause 3 Article 4 are amended as follows:

“a) 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;

i) Enforced depositing and separate management of assets and capital of each trustor, each securities investment fund, securities investment companies managed by the fund management company or branch of 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) 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;

n) Enforced suspension of procedures for registration of public company; enforced suspension of operation of representative office;”

d) Points p, q and r are added following Point o Clause 3 Article 4 as follows:

“p) 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) 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) Enforced submission of altered or erased securities practicing certificate, license or certification.”.

4. Article 5 is amended as follows:

“Article 5. Penalty imposition rules

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 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;

c) The fines prescribed in Chapter II of this Decree are imposed upon violating organizations, except the cases in Clauses 3, 4 and 5 Article 15 and Clause 2 Article 30 of this Decree in which the fines are imposed upon individuals, and the cases in Clause 3 and Clause 5 Article 39 of this Decree in which both fines impose upon organizations and those impose upon individuals are specified. The fine imposed upon an individual shall be a half of the fine imposed upon an organization for committing the same violation.”

5. Article 6 is amended as follows:

“Article 6. Prescriptive period for imposition of penalties for securities-related violations

1. The prescriptive period for imposition of penalties for securities-related violations shall comply with the provisions of Article 6 of the Law on penalties for administrative violations.

2. The prescriptive period for imposition of penalties for securities-related violations shall be determined according to the following provisions:

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. The time of termination of some violations prescribed in Chapter II of this Decree which is used for determining the prescriptive period of such violations shall be determined as follows:

a) As for violations against regulations on offering and issuance of securities specified in Point a Clause 5 Article 8, Points a, b or c Clause 5 Article 10, or Clause 2 Article 12 of this Decree, the time of termination of such violations shall be the date of completion of receipt of payments for securities or the record date or the date of transfer of the share ownership;

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;

d) As for the acts of erasure or alteration of the license, certificate of registration of representative office, or securities practicing certificate prescribed in Point a Clause 4 Article 24, Point b Clause 5 Article 30, or Point b Clause 4 Article 32 of this Decree, the time of termination of such acts of violation shall be the date on which the license, certificate of registration of representative office, or securities practicing certificate is erased or altered. If such date of erasure or alteration cannot be determined, the time of termination of such acts of violation shall be the date on which the license, certificate of registration of representative office, or securities practicing certificate is found to be erased or altered;

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.”

6. Clause 1 Article 7 is amended as follows:

“1. When discovering the violations in Clause 6 and Clause 7 Article 8, Clause 2 and Clause 3 Article 9, Clause 3 Article 11, Clause 3 and Clause 4 Article 12, Clause 8 Article 13, Clause 4 and Clause 5 Article 18, Clause 4 Article 19, Clause 6 Article 24, Clause 3 Article 28, Clause 4 Article 31, Clause 4 Article 34, Clause 1 Article 35, Clause 1 Article 36, Clause 3 Article 38, Clause 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.”

7. Some Points of Clauses 1, 2, 3, 4, 5 and 9 Article 8 are amended as follows:

a) Point c Clause 1 Article 8 is amended as follows:

“c) 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.”

b) Point c Clause 2 Article 8 is amended as follows:

“c) 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;”

c) Points b, c and d Clause 3 Article 8 are amended as follows:

“b) 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) 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) Failing to retain documents about the selection of investors eligible to buy offered or privately placed securities;”

d) Points a and b Clause 4 Article 8 are amended as follows:

“a) 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) 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.”

dd) Point b Clause 5 Article 8 is amended and Point c is added following Point b Clause 5 Article 8 as follows:

“b) 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) Changing terms and conditions of offered bonds, unless such changes are permitted by law.”

e) Points a, c, dd and e Clause 9 Article 8 are amended as follows:

“a) 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 are required to send their requests 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.

c) The violating entity is compelled to obtain the approval from the nearest GMS, Board of Directors, Board of Members or Company's President for changes in the plan for use of funds or proceeds from offering or private placement in case of commission of the violation in Point a Clause 4 of this Article;

dd) 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) 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 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.”

8. Points a and b Clause 5 Article 9 are amended as follows:

“a) 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 are required to send their requests 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 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.

b) 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.”

9. Point b Clause 4 and Point a Clause 8 Article 10 are amended as follows:

a) Point b Clause 4 Article 10 is amended as follows:

“b) 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.”

b) Point a Clause 8 Article 10 is amended as follows:

“a) 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.”

10. Clause 1a is added following Clause 1 Article 11 and Point b Clause 2, Clause 4 Article 11 are amended as follows:

a) Clause 1a is added following Clause 1 Article 11 as follows:

“1a. 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.”

b) Point b Clause 2 Article 11 is amended as follows:

“b) Conducting 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 without following procedures for registration with competent authorities or against the plan registered with competent authorities or before obtaining approval from competent authorities.”

c) Clause 4 Article 11 is amended as follows:

"4. 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.”

11. Clause 1a is added following Clause 1 Article 12 and Point b Clause 1, Point c Clause 6 Article 12 are amended as follows:

a) Clause 1a is added following Clause 1 Article 12 as follows:

“1a. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for failing to transfer the proceeds of the additional issuance to the escrow account opened at a licensed bank or foreign bank branch; using the proceeds of the issuance before obtaining SSC’s written confirmation of report on issuance results.”

b) Point b Clause 1 Article 12 is amended as follows:

“b) 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.”

c) Point c Clause 6 Article 12 is amended as follows:

“c) 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.”

12. Clause 2 Article 14 is amended as follows:

"2. 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.”

13. Article 15 is amended as follows:

“Article 15. Violations against regulations on public company administration

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.

2. A fine ranging from VND 20.000.000 to VND 30.000.000 shall be imposed upon a public company for failing to record remunerations of each member of the Board of Directors, salaries of General Director (Director) and other executive officers in a separate section of the company’s annual financial statements, and report them at the annual GMS.

3. A fine ranging from VND 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;

b) Failing to invite representative of the accredited audit organization that has audited the Company’s annual financial statements to participate in the annual GMS in case the auditor's report on annual financial statements contains qualified opinions, adverse opinions or disclaimer of opinions;

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.”

14. Article 15a is added following Article 15 as follows:

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

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 measure:

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.”

15. Heading of Article 16 and some Points of Clauses 1 and 2 Article 16 are amended as follows:

a) Heading of Clause 16 is amended as follows:

“Article 16. Violations against regulations on repurchase of shares and sale of treasury shares”

b) Point c is added following Point b Clause 1 Article 16 as follows:

“c) Selling treasury shares before the prescribed time limit; failing to complete the sale of treasury shares within the prescribed time limit.”

c) Points b, dd Clause 2 Article 16 are amended and Point e is added following Point dd Clause 2 Article 16 as follows:

“b) Repurchasing shares without fulfilling share repurchase conditions; repurchasing shares in case such repurchase is not allowed;

dd) 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) Selling treasury shares without submitting report to SSC or against the plan submitted to SSC or the information publicly disclosed."

16. Some Points of Clauses 1, 2 and 3 Article 17 are amended as follows:

a) Points a, dd, e, g and k Clause 1 Article 17 are amended as follows:

“a) 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;

dd) 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;

e) Refusing to purchase shares from shareholders of the target company or closed-end fund certificates from investors of the target investment fund;

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;

k) 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;”

b) Point b Clause 2 Article 17 is amended as follows:

“b) 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.”

c) Points b and c Clause 3 Article 17 are amended as follows:

“b) 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) 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.”

17. Article 21 is amended as follows:

“Article 21. Violations against regulations on management of listing and registration for trading of securities by VNX and its subsidiaries

1. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for failing to take actions against listed organizations that fail to maintain their fulfillment of listing requirements as prescribed.

2. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for approving, changing or cancelling listing or registration of securities against regulations.”

18. Article 22 is amended as follows:

“Article 22. Violations against regulations on management of members of VNX and its subsidiaries

1. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for failing to take actions against 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.”

19. Article 23 is amended as follows:

“Article 23. Violations against regulations on trading and supervision of VNX and its subsidiaries

1. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon VNX or its subsidiary for committing one of the following violations:

a) Organizing trading of new securities, changing trading methods and applying new trading methods 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 resulting in violations as prescribed;

c) Failing to put securities under alert, control or restriction in accordance with regulations of law and VNX’s regulations.

2. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary for failing to suspend or terminate trading of securities in accordance with regulations of law or VNX’s trading regulations.”

20. Point b Clause 6, Clause 7 Article 24 are amended and Point c is added following Point b Clause 8 Article 24 as follows:

a) Point b Clause 6 Article 24 is amended as follows:

“b) Preparing or certifying the application for certificate of eligibility to trade derivatives or provide clearing services or derivatives payment services which contains forged documents or false information or concealing facts.”

b) Clause 7 Article 24 is amended as follows:

"7. Additional penalty:

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.”

c) Point c is added following Point b Clause 8 Article 24 as follows:

“c) 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.”

21. Point c Clause 2 and Point dd Clause 3 Article 26 are amended as follows:

a) Point c Clause 2 Article 26 is amended as follows:

“c) Failing to fulfill responsibilities of a securities company when rendering securities investment consulting services; performing prohibited acts when providing securities investment consulting services;”

b) Point dd Clause 3 Article 26 is amended as follows:

“dd) 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”

22. Point c Clause 1 Article 27 and Points d, h Clause 2 Article 27, and some Points of Clause 4 Article 27 are amended, and Point k is added following Point i Clause 2 Article 27 as follows:

a) Point c Clause 1 Article 27 is amended as follows:

“c) Failing to comply with the charter of securities investment fund, charter of securities investment company, trust agreement and contract with the supervisory bank;”

b) Points d, h Clause 2 Article 27are amended and Point k is added following Point i Clause 2 Article 27 as follows:

“d) Failing to comply with the prescribed investment ratios or failing to adjust the investment portfolio as prescribed by law; failing to comply with the prescribed safe investment ratio of the securities investment fund management company or the securities investment fund, 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;

h) 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;

k) Failing to separate headquarters and information technology infrastructure with those of other entities; failing to separate material facilities, personnel and database amongst operations with potential conflict of interests in the company; failing to separate material facilities, personnel and database between its financial investments and management of securities investment funds, management of securities portfolios and securities investment consulting.”

c) Points b, dd and l Clause 4 Article 27 are amended as follows:

“b) Using capital and assets of the securities investment fund or company to make investments in that securities investment fund or company;

dd) 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;

l) 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;”

23. Point a Clause 1 Article 28 is amended as follows:

“a) 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;”

24. Clauses 3, 4, 5, 6 Article 30 are amended and Clause 7 is added following Clause 6 Article 30 as follows:

"3. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for commission of one of the following violations:

a) Failing to meet requirements when running a representative office;

b) Failing to apply for registration of representative office operation or running a representative office before obtaining approval or certificate of representative office operation.

4. 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. 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. Additional penalty:

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. 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.”

25. Clause 1, point a Clause 3 and Clause 4 Article 31 are amended as follows:

a) Clause 1 Article 31 is amended as follows:

"1. 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.”

b) Point a Clause 3 Article 31 is amended as follows:

“a) 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;”

c) Clause 4 Article 31 is amended as follows:

"4. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for preparing or making certification on the application for establishment of private fund which contains false information or conceals true information.”

26. Clauses 3, 7 and 8 Article 32 are amended as follows:

a) Clause 3 Article 32 is amended as follows:

“3. 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.”

b) Clause 7 Article 32 is amended as follows:

"7. Additional penalties:

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.

c) Clause 8 Article 32 is amended as follows:

"8. Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the leasing of securities practicing certificate 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.”

27. Article 33 is amended as follows:

“Article 33. Violations against regulations on transactions of founding shareholders; major shareholders, groups of related persons holding at least 5% of voting shares of a public company; investors and groups of related persons holding at least 5% of fund certificates of a closed-end fund; groups of related foreign investors holding at least 5% of voting shares of an issuer or at least 5% of fund certificates of a closed-end fund; internal actors of public companies, public investment companies, public funds, and their related persons

1. A fine ranging from VND 25.000.000 to VND 35.000.000 shall be imposed for failing to 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.

2. Failing to submit reports on transaction results within the prescribed time limit 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:

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:

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 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;

b) 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 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 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;

c) A fine ranging from VND 20.000.000 to VND 40.000.000 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 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.”

28. Clause 1 and Clause 4 Article 34 are amended as follows:

“1. Securities trading activities shall be suspended for a fixed period of 06 - 12 months in case an investor allows another person to use account to trade securities or hold securities for others for the purpose of manipulating securities market.

4. 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.”

29. Clause 1 Article 35 is amended as follows:

“1. 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.”

30. Clause 1 Article 36 is amended as follows:

“1. A fine that is 10 times the illegal gain but is not lower 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.”

31. Clauses 2, 4 and 5 Article 38 are amended as follows:

"2. 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.

4. Additional penalty:

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. Remedial measures:

a) The violating entity is compelled to suspend depository, clearing and settlement services in case of commission of the violation in 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.”

32. The first paragraph of Clause 2 Article 39, the first paragraph of Clause 3 Article 39, some Points of Clause 3 Article 39, Clause 6 Article 39 and Point a Clause 7 Article 39 are amended as follows:

a) The first paragraph of Clause 2 Article 39 is amended as follows:

“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:”

b) The first paragraph of Clause 3 Article 39 is amended as follows:

"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:”

c) Points a and dd Clause 3 Article 39 are amended as follows:

“a) Failing to accurately record assets, rights to assets and interests relevant to deposited assets of clients; making incorrect accounting on securities depository accounts, position accounts, margin accounts or clearing accounts; making late payments or failing to transfer the ownership of registered securities through VSDC, or transferring the ownership of bonds in contravention of law;

dd) Failing to separately manage depository accounts, margin accounts and clearing margin accounts keeping money and securities of clients at VSDCC, 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;”

d) Clause 6 Article 39 is amended as follows:

"6. 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.”

dd) Point a Clause 7 Article 39 is amended as follows:

“a) 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;”

33. Point a Clause 2 Article 42, Clause 5 Article 42, and Clause 6 Article 42 are amended and Clause 5a and Clause 5b are added following Clause 5 Article 42 as follows:

a) Point a Clause 2 Article 42 is amended as follows:

“a) Failing to fully comply with regulations on media, form or language used for disclosing information;”

b) Clause 5 Article 42 is amended as follows:

“5. A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for disclosing false information.”

c) Clause 5a and Clause 5b are added following Clause 5 Article 42 as follows:

"5a. 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. Additional penalty:

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.”

d) Clause 6 Article 42 is amended as follows:

"6. Remedial measure:

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.”

34. Clause 3 and Clause 4 Article 43 are amended, and Clause 3a is added following Clause 3 Article 43 as follows:

a) Clause 3 Article 43 is amended as follows:

“3. 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.”

b) Clause 3a is added following Clause 3 Article 43 as follows:

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

c) Clause 4 Article 43 is amended as follows:

"4. Remedial measure:

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

35. Point a Clause 2 Article 44 is amended as follows:

“a) Failing to notify the audited entity when detecting any violations against laws and regulations on preparation and presentation of audited financial statements or failing to suggest measures for preventing, remedying and 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;”

36. Clause 5 Article 45 is amended as follows:

"5. 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.”

37. Some Points of Clauses 1, 2 and 3 Article 47 are amended as follows:

a) Point d Clause 1 Article 47 is amended as follows:

“d) Securities trading activities shall be suspended according to Clause 1 Article 34 of this Decree;”

b) Point d Clause 2 Article 47 is amended as follows:

“d) Securities trading activities shall be suspended for a fixed period; certificate of representative office operation and securities practicing certificate shall be suspended for a fixed period;”

c) Point d Clause 3 Article 47 is amended as follows:

“d) Securities trading activities shall be suspended for a fixed period; certificate of representative office operation and securities practicing certificate shall be suspended for a fixed period;”

38. Clause 2 Clause 48 is amended and Clause 3 is added following Clause 2 Article 48 as follows:

“2. When detecting any administrative violations prescribed herein, officials of SSC that carry out inspection of securities and securities market-related activities, on-duty finance officials, officials, public employees and competent persons who are performing their tasks under legislative documents or administrative documents issued by competent authorities or persons shall promptly make and transfer records of administrative violations to the persons competent to impose penalties.

3. 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.”

39. Clause 1 and Clause 3 are amended and Clause 4 is added following Clause 3 Article 49 as follows:

“1. 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.

3. 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. 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.”

40. Article 50 is amended as follows:

“Article 50. Suspension of securities depository, clearing and settlement services

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.

3. Within 02 business days from the issue date of the decision to suspend securities depository, clearing and settlement services, the issuing person shall send that decision to the violating entity and VSDC for implementation.

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.”

41. Article 50a is added following Article 50 as follows:

“Article 50a. Suspension of securities practicing certificate

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.”

42. Clause 3, Point a Clause 4 Article 51 are amended and Point c is added following Point b Clause 5 Article 51 as follows:

a) Clause 3 Article 51 is amended as follows:

“3. 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.”

b) Point a Clause 4 Article 51 is amended as follows:

“a) Within a maximum period of 03 business days from the receipt of the decision to impose administrative penalties or the decision to impose the remedial 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 or deposit for securities payable to investors shall be calculated from the day on which the payment is made by the investor until the day on which the violating entity returns money to that 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;"

c) Point c is added following Point b Clause 5 Article 51 as follows:

“c) 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.”

43. Article 51a is added following Article 51 as follows:

“Article 51a. Suspension of securities trading activities

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.

3. Within 02 business days from the receipt of the penalty imposition decision, VNX/its subsidiaries, VSDC and relevant securities companies shall notify implementation results at their premises to the person issuing the penalty imposition decision.”

44. Article 52a is added following Article 52 as follows:

“Article 52a. Implementation of administrative penalties and remedial measures in the fields of securities and securities market

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.”

45. Article 52b is added following Article 52a as follows:

“Article 52b. Disclosure of administrative penalties for securities-related violations

1. Information about the securities-related violation committed by the entity that must face a fine of at least VND 70.000.000 or the main penalty that is fixed-period suspension of securities practicing certificate or securities trading activities or one of additional penalties or remedial measures specified in Clause 2 and Clause 3 Article 4 of this Decree shall be publicly disclosed.

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.”

46. The phrase “trong thời hạn” (“within a period”) shall be replaced by the phrase “có thời hạn” (“fixed-period”) in Clause 7 Article 10, Clause 5 Article 17, Clause 2 Article 20, Point a Clause 7 Article 26, Point b Clause 6 Article 27, Clause 5 Article 34, Clause 2 Article 35, Clause 2 Article 36, Clause 5 Article 40, Clause 7 Article 45, Points a and b Clause 3 Article 46 of this Decree.”

Article 2. The following regulations of the Government’s Decree No. 156/2020/ND-CP dated December 31, 2020 are abrogated:

Point a Clause 1 Article 8 and Point a Clause 1 Article 29 are abrogated.

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./.

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