Chương IV Thông tư 99/2020/TT-BTC: Hoạt động của công ty quản lý quỹ trong thời gian tổ chức lại, tạm ngừng hoạt động, đình chỉ hoạt động, giải thể

Chapter IV

OPERATIONS OF FUND MANAGEMENT COMPANIES DURING REORGANIZATION, BUSINESS SUSPENSION OR DISSOLUTION

Article 24. Operations of a fund management company during reorganization

1. During reorganization, the fund management company, and its Board of Directors or Board of Members, Board of Controllers and Executive Board shall:

a) Ensure the safety of its assets, not hide or liquidate its assets in any forms and assume legal responsibility for issues which are not recorded and handed over;

b) Fund management companies involved in the reorganization are entitled to and responsible for their rights, benefits and obligations until the fund management company established after reorganization is issued with or has securities trading license modified;

c) Comply with law regulations on disclosure of information on securities market.

2. Any shareholder objecting the reorganization is entitled to request the fund management company to repurchase its shares. Creditors are entitled to request the fund management company to pay loans when undergoing reorganization. The abovementioned requests shall be made in accordance with regulations of the Law on enterprises.

3. From the effective date of the securities trading license or the modified securities trading license of the fund management company that is established after reorganization, fund management companies involved in the reorganization shall hand over all rights, benefits and obligations to the fund management company established after reorganization. The fund management company established after reorganization shall inherit all rights, benefits and obligations from fund management companies involved in the reorganization.

4. The fund management company established after reorganization must disclose information in accordance with law regulations on disclosure of information on securities market.

Article 25. Operations of a fund management company during voluntary business suspension

1. During its voluntary business suspension, the fund management company must comply with the provisions in Clause 4 Article 26 hereof.

2. The fund management company must provide SSC with the documents proving its maintenance of fulfillment of requirements for issuance of the securities trading license prescribed in Clause 1 Article 85 of the Law on Securities before its business resumption. These documents must comply with regulations on required documents for application for the securities trading license of the fund management company.

3. Within 15 days from the receipt of documents, SSC shall notify such receipt of documents for business resumption from the fund management company.

4. SSC shall disclose information about business suspension of the fund management company on its website.

Article 26. Operations of a fund management company during compulsory business suspension

1. SSC shall issue a decision to suspend business of the fund management company in the cases prescribed in Article 94 of the Law on Securities.

2. The maximum duration of compulsory business suspension is 60 days from the suspension date in the case prescribed in Point a or Point c Clause 1 Article 94 of the Law on Securities, or 06 months from the suspension date in the case prescribed in Point b or Point d Clause 1 Article 94 of the Law on Securities.

3. Within 15 days from the effective date of the business suspension decision, the fund management company shall notify trustors of such business suspension; carry out procedures for getting opinions from the General Meeting of Investors of the securities investment fund, the General Meeting of Shareholders of the securities investment company, and trustors about the plan for settlement of securities investment fund, securities investment company and trust agreements, and opinions about the substitute fund management company (if any).

4. During the compulsory business suspension, the fund management company shall:

a) Not conclude any new trust agreements or extend existing trust agreements and securities investment consulting contracts; not receive additional funds from existing trustors; carry out procedures for closing and transferring accounts as requested by clients (if any);

b) Not raise funds for establishing new securities investment funds or new securities investment companies; not increase charter capital of the managed securities investment fund or securities investment company;

With regard to effective trust agreements and operating securities investment funds and securities investment companies, the fund management company shall conduct transactions after obtaining written approval from trustors or their representatives (single authorization). Trustors shall assume responsibility for its authorization to the fund management company to conduct these transactions;

c) Not pay dividends or share profits; not convert unsecured debts into debts secured with its assets; not purchase shares or stakes; not establish any new branches or representative offices, expand its business or make outward investments; not contribute capital to or make investments in subsidiaries or associate companies; not perform any business operations or investments which require SSC’s approval as prescribed by law;

d) Comply with regulations of the Law on securities regarding management of securities investment portfolios and securities investment funds; assure lawful rights and interests of trustors and assume the full responsibility for trust asset transactions in accordance with regulations of law;

dd) Prepare a rectification plan and report the implementation thereof at the request of SSC;

5. The fund management company shall provide SSC with the documents mentioned in Clause 2 Article 25 hereof and those proving its rectification of the causes of suspension before its business resumption.

6. Within 15 days from the receipt of adequate documents, SSC shall notify such receipt of documents for business resumption from the fund management company.

7. SSC shall disclose information about the compulsory business suspension of the fund management company on its website.

Article 27. Operations of a fund management company during dissolution

During the dissolution process, the fund management company shall finalize ongoing contracts; hand over rights, responsibilities and investment portfolios of securities investment funds/companies and trustors to the substitute fund management company according to the following rules:

1. Regarding management of securities investment portfolios:

a) Within 30 days from the date of the written approval for dissolution given by SSC, the dissolved fund management company shall return assets to trustors at their written request; suspend buying/selling of securities; suspend withdrawal/payment of money for trustors, and close money and asset balances of each trustor;

b) Within 05 working days from the closing date of trust asset balances, the fund management company shall submit reports to SSC on investment portfolios of each trustor; notify and send the investment portfolio account statement to each trustor. The investment portfolio account statement of each trustor must bear the depository bank’s certification of money and securities balances maintained at the depository bank. The notification sent to the trustor must include information about the proposed substitute fund management company; instructions for transfer of assets and rights, responsibilities of the trustor to the substitute fund management company; or proposal for liquidation of the investment portfolio; or return of assets to the trustor;

c) From the closing date of money and securities balance on the investment portfolio account, the depository member shall not perform any trading orders or payment orders from the fund management company in respect of assets of trustors, except liquidation of assets, transactions conducted to exercise a trustor’s ownership or other transactions conducted at the written request or order from the trustor;

d) After 60 days from the date of the written approval for dissolution given by SSC, if a trustor cannot select a substitute fund management company or submits a request for liquidation of investment portfolio, the dissolved fund management company shall transfer the entire assets and money of the trustor to the investment portfolio depository account of the substitute fund management company selected by the dissolved fund management company.

2. Regarding management of securities investment funds:

a) The fund management company is required to get opinions from the General Meeting of Investors of the securities investment fund, or the General Meeting of Shareholders of the securities investment company about the replacement of the fund management company. If the dissolved fund management company and General Meeting of Investors or General Meeting of Shareholders cannot reach an agreement on the substitute fund management company, the securities investment fund or securities investment company shall be dissolved in accordance with regulations on securities investment funds;

b) The transfer of rights and obligations towards the securities investment fund or securities investment company into the substitute fund management company shall comply with the provisions in Article 13 hereof.

3. Regarding securities investment consulting: The fund management company shall finalize securities investment consulting contracts within 06 months from the date of written approval for dissolution given by SSC.

4. The dissolved fund management company shall pay damages to clients in case they incur monetary or asset losses from the dissolution of the fund management company as prescribed in the charter of the securities investment fund, charter of securities investment company and trust agreement. In case of unavailability of these regulations, the client shall have the same rights as a creditor of unsecured loan. Compensation shall be paid to the client at the same rate as a creditor of unsecured loan.

5. During the resolution, the fund management company shall continue fulfilling its obligation to submit reports on management of investment portfolios and management of securities investment funds as prescribed in Article 29 hereof and regulations on securities investment funds, enclosed with information about the status of contract finalization, return of assets to each trustor and transfer of rights and responsibilities to the substitute fund management company.