Chương I Thông tư 213/2012/TT-BTC: Quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope of adjustment and subjects of application

1. This Circular guides the activities of transaction and securities investment of foreign investors on Vietnamese securities market.

2. The investment activities of foreign investors are not under the scope of this Circular, including:

a) Direct investment activities specified in Article 21 of the Law on Investment;

b) Share trading of the companies which are not public companies in accordance with the law on securities and the securities market, the contributed capital of the limited liability companies.

3. This Circular applies to the following subjects:

a) Foreign investors as specified in Clause 6, Article 2 of this Circular;

b) Depository bank, securities trading organizations and other organizations and individuals related to the activities of foreign investors on Vietnamese securities market.

Article 2. Explanation of terms

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

1. Valid copy is the notarized and certified copy in accordance with Vietnamese law.

2. Authorized representative of foreign organization is:

a) Chairman of the Board of Directors, Board of members, Director (General Director) of foreign organization.

b) Competent person under the charter and agreement of capital contribution or equivalent documents of foreign organization in order to sign documents and perform relevant work as specified in this Circular;

c) Person authorized by subject specified at Point a, b of this Clause with certification of the foreign notary public, or person who is certified by lawyer and notary public has sufficient authority to represent foreign organization as prescribed by foreign law.

3. Trading representative is that an individual in Vietnam meeting the provisions of Clause 9, Article 3 of this Circular is authorized by foreign investor to perform trading and investment of securities on the Vietnamese securities market, publish information and make report to the competent state authorities under the provisions of Vietnamese law.

4. Valid dossier is the dossier with sufficient papers as specified by this Circular and contents fully declared in accordance with regulation of law.

5. Designated investment contract is a contract signed between the investor and securities business organization particularly the investor shall authorize the securities business organization, in the name of the investor and on his/her account, to perform investment activities at a price and at a time agreed by both parties, or participate in an auction to buy securities or auction of equitization of state-run enterprises.

6. Foreign investors include the following organizations or individuals:

a) Foreign individuals who do not hold Vietnamese nationality residing in a foreign country or in Vietnam;

b) Organizations established and operating under foreign law and their branches including branches operating in Vietnam;

c) Organizations established and operating under Vietnamese law with 100% foreign capital and their branches;

d) Member fund, individual securities investment company in which the foreign party is entitled to own over 49% of the charter capital as specified in the charter of fund and the securities investment company;

e) Other cases specified by the Prime Minister.

7. Group of related foreign investors including foreign institutions is interrelated as follows:

a) Funds are managed by the same fund management company, including domestic and foreign fund management companies;

b) Funds of the same master fund, sub-funds of the same fund and feeder fund;

c) Portfolio of the same fund is managed by different Multiple Investment Managers Fund – MIMF.

d) Funds have the same trading representative.

8. Securities trading organization includes securities company, fund management company and branch in Vietnam of foreign fund management company;

9. Depository member is a securities company and commercial bank which are issued certificate of registration of depository activities and have registered to be the members of the securities depository center.