Chapter I
GENERAL REGULATIONS
Article 1. Scope of regulation and subjects of application
1. This Circular deals with the capital generation, establishment, management, and supervision of the investments made by public investment companies and private investment companies in Vietnam.
2. This Circular is applicable to:
a. Asset management companies, depository banks, and supervisory banks
b. Public investment companies and private investment companies in Vietnam;
c. The Board of Directors, members of the Board of Directors of investment companies, and shareholders of investment companies;
d. Relevant organizations and individuals.
Article 2. Interpretation of terms
In this Circular, apart from the terms explained in the Government's Decree No. 58/2012/ND-CP dated July 20th 2010, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on the amendment and supplementation of the Law on Securities (hereinafter referred to as the Decree No. 58/2012/ND-CP), the terms below are construed as follows:
1. Distributor is a securities company or asset management company.
2. Liquidation value of a share is the equity capital value of the issuer divided by the total number of shares outstanding.
3. Personal profile includes the information form in Annex 21 enclosed with this Circular, authenticated copy of the unexpired ID card, passport, or other ID papers.
4. Valid dossier is an dossier that has adequate papers prescribed in this Circular, and provided with adequate information as prescribed by law.
5. Pricing date is the date on which the asset management company determines the net asset value of the investment company.
6. Fund controller is the person appointed by the asset management company to operate the investment company.
7. Group of associated companies is:
a) Parent company – subsidiaries (holding at least 51% of charter capital);
b) Joint venture (holding at least 50% of charter capital);
c) Associate companies (holding at least 30% of charter capital);
8. Charter capital of the securities company is the capital contributed by shareholders and written in the company’s charter.
Article 3. General regulations on investment companies
1. Investment companies include Public investment companies and private investment companies.
2. Name of a investment company must be conformable with the laws on enterprises, written in Vietnamese, may be associated with numbers, symbols, pronounceable, and consist of at least the two components:
a) The phrase “Investment company”;
b) Proper name.
3. A public investment company must entrust an asset management company with the capital management. The capital management is supervised by a supervisory bank.
A private investment companies may entrust the capital management to an asset management company or may manage its capital itself. When entrusting the capital management to an asset management company, at least 2/3 of the members of the Board of Directors of the private investment company are independent members as prescribed in Clause 1 Article 80 of the Decree No. 58/2012/ND-CP.
4. All assets under the ownership of an investment company must be registered and deposited in the supervisory bank or depository bank (when assets are managed by the investment company itself). Cash must be deposited in an account undersigned by the investment company.
Assets of an investment company are under the ownership of shareholders, in proportion to the contribution, and are not assets of the asset management company, supervisory bank, or depository bank. The asset management company may use these assets to pay for the financial obligations of the investment company, may not use them to pay for or underwrite the financial obligations of the asset management company, the supervisory bank, or of any other organizations and individuals, in any shape or form, and in any case.
5. An investment company may not establish branches and representative offices. An investment company that entrusts the capital management to an asset management company may use the head office of the latter as the head office of the former.
6. A private investment companies that entrusts the capital management to an asset management company or may not recruit employees. The Director (General Director), Deputy Director (Deputy General Director) of this company is the fund controller appointed by the asset management company, and must comply with the regulations on the establishment, organization and operation of asset management companies, applicable to securities traders and fund controllers
7. An investment company only issues 01 kind of shares, and is not obliged to repurchase the issued shares, unless they are purchased for destruction during the amalgamation or merger with other investment companies.
8. Where the charter of the investment company allows foreign inventors to own more than 49% of the charter capital, the investment company must register the securities trading number, and comply with the regulations on ownership limits applicable to foreign investors.
9. The charter, prospectus, and the summary prospectus are made in accordance with the templates in Annex 03, 04, and 05 enclosed with this Circular. The revision of the charter must be passed by the General meeting of shareholders of the investment company. Where the charter of the investment company allows, the asset management company (if any) and the Board of Directors of the investment company may correct the spelling and grammatical errors without affecting the contents of the charter in the absence of opinions from the General meeting of shareholders. After revising, the asset management company (if any) and the Board of Directors of the investment company must notify the shareholders of the revisions.
10. The information about the securities company shall be provided via one of the following means below:
a) On the website of the asset management company and investment company (when the assets are managed by the investment company itself). The information about the offerings, issues of additional shares, and other cases that are considered necessary must be posted on both the websites of the supervisory bank, the depository bank, and the distributor;
b) On the mass media of the Vietnam Securities Depository, the Stock Exchange (applicable to public investment companies);
c) Other mass media as prescribed by laws on information provision on the securities market.
Tìm kiếm
Thông tư 227/2012/TT-BTC (Bản Word)