DECREE

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;

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 counter-terrorism financing dated June 12, 2013;

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The Government promulgates a Decree prescribing penalties for administrative violations against regulations on securities and securities market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Decree deals with administrative violations, penalties, fines, remedial measures, the power to impose penalties and the power to make records of administrative violations against regulations on securities and securities market.

2. Administrative violations against regulations on securities and securities market prescribed herein include:

a) Violations against regulations on private placement of securities;

b) Violations against regulations on public offering in Vietnam;

c) Violations against regulations on issuance of bonds in the international market, offering of securities overseas, and issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam;

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d) Violations against regulations on public companies;

e) Violations against regulations on tender offers;

g) Violations against regulations on listing and registration of securities;

h) Violations against regulations on organization of securities market;

i) Violations against regulations on securities trading and practice; violations against regulations on securities transactions;

k) Violations against regulations on registration, depositing, clearing and payment for securities, supervisory banks and custodian banks;

l) Violations against regulations on information disclosure and reporting; violations against regulations on audit of public companies, listed organizations, organizations performing public offering, securities companies, securities investment companies, securities investment funds and fund management companies;

m) Violations against regulations on anti-money laundering and counter-terrorism financing in the fields of securities and securities market;

n) Violations against regulations on inspection by competent authorities;

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Article 2. Regulated entities

1. Vietnamese and foreign organizations and individuals (hereinafter referred to as “entities”) that commit administrative violations against regulations on securities and securities market prescribed herein.

2. The organizations mentioned in Clause 1 of this Article include:

a) Public companies;

b) State-owned enterprises, wholly state-owned single-member limited liability companies and public service agencies that are equitized in the form of public offering of securities;

c) Issuers;

d) Listed or registered organizations; organizations providing counseling on listing and registration of securities;

dd) Accredited audit organizations;

e) organizations providing counseling on offering and issuance of securities; underwriters; bidding organizations and issuing agents;

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h) Vietnam Exchange (VNX) and its subsidiaries, Vietnam Securities Depository and Clearing Corporation (VSDCC);

i) Shareholders and investors that are organizations;

k) Commercial banks and foreign bank branches (FBBs) in Vietnam that perform depositing, clearing and payment for securities transactions; supervisory banks;

l) Securities-related socio-professional organizations;

m) Other organizations operating in securities market or involved in securities and securities market.

Article 3. Definitions

For the purposes of this Decree, the terms below are construed as follows:

1. “use of internal information for trading securities” means the commission of the prohibited act related to securities and securities market prescribed in Clause 2 Article 12 of the Law on Securities, including one, some or all of the following acts:

a) Using internal information to buy or sell securities to oneself or another person;

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2. “manipulation of securities market” means the commission of the prohibited act related to securities and securities market prescribed in Clause 3 Article 12 of the Law on Securities, including one, some or all of the following acts:

a) Using one or several accounts of oneself or another person, or colluding with another person to continuously buy and sell securities in order to create artificial demand or supply;

b) Placing orders to buy and sell the same type of securities within the same trading day or colluding with another person to buy and sell securities without actual transfer of ownership or with the ownership transferred within the group in order to create artificial demand and supply;

c) Continuously buying or selling securities with a controlling quantity at the opening or closing time of the market in order to create a new closing or opening price for such type of securities on the market;

d) Trading securities by colluding with or persuading another person to continuously place securities purchase and sale orders to remarkably affect the demand, supply and prices of securities, or manipulate securities prices;

dd) Offering opinions whether directly or via the mass media about a type of securities or securities issuer in order to affect the price of that type of securities after conducting a transaction and holding the position of that type of securities;

e) Using other methods or committing other trading acts, with or without providing false information, to create artificial demand and supply or manipulate securities prices.

3. “forging documents or making certification on forged documents” means the creation or certification of documents or information that are or is untruth or inaccurate in order to apply for private placement of securities, public offering of securities, issuance of additional shares, registration of a public company, listing or trading of securities.

4. “licenses and certificates related to securities activities and securities market” are types of licenses and certificates issued by competent authorities in accordance with regulations of the Law on Securities to perform activities related to securities and securities market.

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6. “making clients and investors confused about securities prices” means the act of deliberately providing clients and investors with inaccurate, inadequate or unfounded information, comments, counseling or recommendations or hiding facts about prices or factors affecting prices of one or several types of securities which makes clients and investors confused about securities prices and make bad investment decisions.

7. “inaccurate information” means the information that is inaccurate compared to the accurate and correct information or the one certified or verified by competent authorities or entities.

8. “giving unfair treatment to holders of the same type of shares, call option for shares and convertible bonds or closed-end fund certificates bid for in tender offer” means the application of different conditions, terms, rights, benefits, obligations and responsibilities by the entity making tender offers to investors holding the same type of shares, call option for shares, convertible bonds or closed-end fund certificates in a tender offer, or application of tender offer conditions other than those announced.

Article 4. Penalties and remedial measures

1. Primary penalties:

a) Warning;

b) Fines;

c) Suspension of securities trading for a period of 01 - 12 months;

d) Suspension of certificate of registration of representative office operation or securities professional certificate for a period of 01 - 24 months.

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a) Suspension of tender offer; securities trading or securities services; securities underwriting; operation of representative office; securities depository, clearing and payment services; securities transactions or other activities specified in the penalty imposition decision for a period of 01 - 12 months;

b) Suspension of certificate of registration of representative office operation or securities professional certificate for a period of 01 - 24 months in case the primary penalty prescribed in Point d Clause 1 of this Article is not imposed;

c) Confiscation of exhibits and instrumentalities used for committing administrative violations in the field of securities.

3. Remedial measures:

Depending on the nature and severity of each administrative violation against regulations on securities and securities market, the violating entity may be liable to one or some of the following remedial measures as prescribed in Chapter II hereof:

a) Enforced withdrawal of issued or offered securities; return of payments for securities or deposit (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 for securities or deposit at the time the decision to enforce this measure takes effect; enforced withdrawal of additionally issued shares; enforced withdrawal of securities offered or issued within the period beyond the prescribed one; enforced return of securities and any amounts of money of clients; enforced completion of private placement within the prescribed period;

b) Enforced disclosure of the audited report on capital use at the following General Meeting of Shareholders (GMS) or disclosure of the detailed descriptions of the use of capital generated from the latest private placement of shares or public offering of securities, which are included in the audited annual financial statements;

c) Enforced provision of accurate reports/information; enforced removal or correction of inaccurate information; enforced provision of explanations, information and data about audit activities;

d) Enforced transfer of illegal benefits or revenues obtained from the administrative violation;

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e) Enforced sale of shares or share capital or stakes to reduce the holding ratio as prescribed; enforced sale of shares or closed-end fund certificates to reduce the holding ratio to below the one requiring the tender offer;

g) Enforced obtainment of approval of the following GMS or Board of Directors or Board of Members or Company's President for changes in purposes or plan for use of capital generated by the private placement or public offering of securities;

h) Enforced submission of application for registration or listing of securities to VNX and its subsidiaries;

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 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 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;

k) Enforced separate management of depository accounts and margin accounts keeping money and securities of clients at VSDCC, depository members, and clearing members and their assets; enforced opening of depository accounts and 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 clearing members;

l) Enforced separate management of accounts and assets of clearing members and VSDCC; enforced separate management of accounts and assets of each clearing member; enforced separate management of margin accounts and assets of each clearing member and his/her clients; enforced separate management of margin assets, deposits for derivatives trading and deposits for underlying securities trading;

m) Enforced removal of website, software, trading system and other equipment used for committing the violation;

n) Enforced suspension of procedures for registration of public company;

o) Enforced suspension of underwriting of public offering; enforced reduction of underwriting value of public offering as prescribed.

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1. The maximum fine imposed upon an organization or individual for committing the violation prescribed in Clause 1 Article 35 or Clause 1 Article 36 hereof is 10 times or 05 times respectively the illegal revenue obtained from the violation. In case there is no illegal revenue or the fine based on the illegal revenue is smaller than the maximum fine mentioned in Clause 2 of this Article, the maximum fine mentioned in Clause 2 of this Article shall apply.

2. The maximum fine for another securities-related violation shall be VND 3.000.000.000 if committed by an organization or VND 1.500.000.000 if committed by an individual.

3. The fines prescribed in Chapter II hereof are imposed upon violating organizations, except the cases in Clause 3 and Clause 4 Article 15, Clause 2 and Clause 4 Article 30, Clause 3 and Clause 5 Article 39 hereof in which the fines are imposed upon individuals. The fine imposed upon an individual shall be a half of the fine imposed upon an organization for committing the same violation.

Article 6. Prescriptive periods of administrative violations in the field of securities

1. The prescriptive periods of incur administrative penalties against regulations on securities shall comply with regulations in Article 6 of the Law on penalties for administrative violations.

2. Determination of prescriptive periods of securities-related violations:

a) The prescriptive period of an ongoing administrative violation shall commence to run from the day on which the violation is discovered by the on-duty competent official;

b) The prescriptive period of a completed administrative violation shall commence to run from the day of completion of the violation.

3. Ending dates of some violations in Chapter II hereof, which are used for determining the prescriptive periods of such violations, shall be determined as follows:

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b) The ending date of a violation against regulations on application for registration of public company prescribed in Clause 1, Clause 2, Clause 3, Clause 4, Point a Clause 5, Clause 6 or Clause 7 Article 13 hereof is the day on which the application is submitted to the State Securities Commission of Vietnam (SSC);

c) The ending date of a violation against regulations on listing and registration of securities prescribed in Clause 3 Article 18 hereof is the first day on which securities are traded on the trading system;

d) If the day on which the license, certificate of registration of representative office operation, or securities professional certificate is erased or altered as prescribed in Point a Clause 4 Article 24, Point c Clause 3 Article 30, or Point b Clause 4 Article 32 hereof cannot be determined, the ending date of the violation shall be the day on which such erasement or alteration is discovered;

d) The ending date of a violation against regulations on reporting and information disclosure prescribed in Point a Clause 3 or Point a Clause 4 Article 42, Point a Clause 2 or Point a Clause 3 Article 43 is the reporting date or the date of information disclosure.

Article 7. Transfer of violation case files

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 5 Article 42, Point d Clause 4 and Point b Clause 6 Article 45 hereof, the persons competent to impose penalties shall transfer such violation case files to competent criminal proceedings agencies as prescribed in Clauses 1, 2 and 4 Article 62 of the Law on penalties for administrative violations.

2. If the relevant criminal proceedings agency decides not to institute criminal proceedings, the violation case file shall be returned to the person competent to impose penalties who has transferred it to the criminal proceedings agency as prescribed in Clause 3 Article 62 of the Law on penalties for administrative violations for imposing administrative penalties in accordance with the provisions herein.

Chapter II

ADMINISTRATIVE VIOLATIONS, PENALTIES AND REMEDIAL MEASURES

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Article 8. Violations against regulations on private placement of securities

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Failing to comply with regulations on announcement of securities issuance;

b) Carrying out redemption of bonds before maturity or bond swaps without obtaining approval or against the approved plan;

c) Failing to disclose the audited report on capital use at the GMS or failing to provide the detailed descriptions of the use of capital generated from the latest private placement of shares or public offering of securities, which are included in the audited annual financial statements, except cases where shares are offered or issued for exchanging debts or shares/stakes.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Failing to carry out the private placement of securities within the prescribed time limit;

b) Distributing privately placed securities against regulations of law;

c) Failing to transfer the capital generated by the offering to the escrow account; releasing or using the capital generated by the offering before SSC gives written confirmation of offering results;

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dd) Failing to carry out registration or depositing of privately placed bonds or failing to complete the registration or depositing of privately placed bonds within the prescribed time limit.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Failing to revise the application for registration of private placement when finding inaccurate, inadequate or misleading information or any new information related to the application submitted to competent entities;

b) Carrying out the private placement of securities against the registered or approved plan;

c) Disclosing information before the private placement which contains advertising information on the mass media, except information to be disclosed as prescribed by law; advertising the private placement on the mass media;

d) Selecting ineligible investors to purchase privately place securities; failing to retain documents about selection of investors to purchase privately place securities as prescribed by law;

dd) Certifying the transfer of privately placed securities within the transfer restriction period or in case such transfer is prohibited by law; carrying out the transfer of privately placed securities in contravention of regulations in Article 31 of the Law on Securities or regulations on private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market.

4. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for committing one of the following violations:

a) Changing the purposes or making changes in the plan for use of capital generated by the private placement without obtaining the approval from the GMS, Board of Directors, Board of Members or Company’s President as prescribed by law, or making changes in the plan for use of capital generated by the private placement before obtaining the GMS’s authorization;

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5. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for committing one of the following violations:

a) Carrying out the private placement without satisfying the private placement requirements set forth in law, or without applying for registration with SSC in case the issuer is a public company, securities company or fund management company, or before SSC gives a written confirmation that it has received the adequate application for registration of private placement to the issuer and publish the same information on its website;

b) Failing to ensure the satisfaction of private placement requirements as prescribed by law; failing to ensure that the application for private placement contains accurate, truthful, verifiable and unequivocal information, and important information that affect investors’ decision; failing to review the satisfaction of requirements by purchasers of privately placed bonds.

6. 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 registration of private placement which contains false information or conceals true information.

7. A fine ranging from VND 1.000.000.000 to VND 1.500.000.000 shall be imposed for forging documents or making certification on forged documents proving the satisfaction of private placement requirements included in the application for registration of the private placement.

8. Additional penalties:

The exhibits and instrumentalities of the violation in Clause 7 of this Article, which are forged documents, shall be confiscated.

9. Remedial measures:

a) The violating entity is compelled to withdraw the offered or issued securities, and return payments for securities or deposit (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 for securities or deposit, at the time the decision to enforce this measure takes effect within 15 days from the day on which the investor’s request is received in case of commission of the violation in Point a or b Clause 3 of this Article and securities have been offered or issued, or the violation in Clause 4 or Point a Clause 5 of this Article. Investors must send their request within 60 days from the day on which the decision to enforce this measure takes effect;

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c) The violating entity is compelled to obtain the approval of the following GMS, Board of Directors, Board of Members or Company's President for changes in purposes or plan for use of capital generated by the private placement in case of commission of the violation in Point a Clause 4 of this Article;

d) The violating entity is compelled to remove information in case of commission of the violation in Point c Clause 3 of this Article;

dd) The violating entity is compelled to continue the private placement according to the schedule; withdraw securities offered or issued within the period beyond the prescribed one; return payments for securities or deposit (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 for securities or deposit at the time the decision to enforce this measure takes effect in case of commission of the violation in Point a Clause 2 of this Article. The withdrawal of securities and return of money to investors must be completed within 30 days from the day on which the decision to enforce this measure takes effect;

e) The violating entity is compelled to withdraw the offered or issued securities, and return payments for securities or deposit (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 for securities or deposit at the time the decision to enforce this measure takes effect in case of commission of any of the violations in Clauses 6, 7 of this Article and securities have been offered or issued. The withdrawal of securities and return of money to investors must be completed within 60 days from the day on which the decision to enforce this measure takes effect.

Section 2. VIOLATIONS AGAINST REGULATIONS ON PUBLIC OFFERING IN VIETNAM

Article 9. Violations against regulations on application for registration of public offering in Vietnam

1. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for failing to revise the application for registration of public offering when finding inaccurate, inadequate or misleading information or any new information related to the application.

2. 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 registration of public offering which contains false information or conceals true information.

3. A fine ranging from VND 2.500.000.000 to VND 3.000.000.000 shall be imposed for forging documents or making certification on forged documents proving satisfaction of public offering requirements included in the application for registration of public offering.

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The exhibits and instrumentalities of the violation in Clause 3 of this Article, which are forged documents, shall be confiscated.

5. Remedial measures:

a) The violating entity is compelled to withdraw the offered securities, and return payments for securities or deposit (if any) plus interests 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 within 15 days from the day on which the investor’s request is received in case of commission of the violation in Clause 1 of this Article and securities have been offered to the public. Investors must send their requests within 60 days from the day on which the decision to enforce this measure takes effect;

b) The violating entity is compelled to withdraw the offered securities, and return payments for securities or deposit (if any) plus interests 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 in case of commission of any of the violations in Clauses 2, 3 of this Article and securities have been offered to the public. The withdrawal of securities and return of money to investors must be completed within 60 days from the day on which the decision to enforce this measure takes effect;

c) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 2 of this Article.

Article 10. Violations against regulations on execution of public offering in Vietnam

1. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for commenting or guaranteeing securities prices in the future, income or profits on the investors’ investment, or making no-loss guarantee, except cases of public offering of non-convertible bonds.

2. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Using untruth or inaccurate information to make market surveys before obtaining the permission for public offering; distributing publicly offered securities against regulations of law;

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c) Failing to disclose the audited report on capital use at the GMS or failing to disclose the detailed descriptions of the use of capital generated by the public offering, which are included in the audited annual financial statements.

3. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed upon the underwriter for committing one of the following violations:

a) Failing to fulfill requirements set forth in law when underwriting the public offering;

b) Underwriting a public offering in the form of firm commitment with total securities value higher than the underwriter’s owner's equity or exceeding 15 times the difference between short-term assets and short-term liabilities according to the latest financial statements.

4. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed for committing one of the following violations:

a) Conducting the public offering against the plan registered with SSC;

b) Changing the purposes or making changes in the plan for use of capital generated by the public offering without obtaining the GMS’s approval or before obtaining the GMS’s authorization, or making changes in the plan for use of capital generated by the public offering with the change involving at least 50% of the capital generated by the public offering, except the offering of non-convertible bonds or bonds without attached warrants under the plan approved by the Board of Directors; using the capital generated by the public offering against the purposes or plan approved by the GMS, or the information disclosed to investors or the report submitted to SSC.

5. A fine ranging from VND 500.000.000 to VND 600.000.000 shall be imposed for committing one of the following violations:

a) Conducting the public offering without fulfilling requirements set forth in law;

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c) Conducting the public offering without submitting an application for registration of public offering to SSC or before obtaining SSC’s certificate of registration of public offering;

d) Failing to underwrite the public offering according to the public offering underwriting agreement included in the application for registration of public offering.

6. A fine ranging from VND 600.000.000 to VND 700.000.000 shall be imposed upon a foreign organization conducting the public offering in Vietnam for violating the commitment not to shift funds abroad or violating the commitment not to withdraw self-financed counterpart funds during the term of the licensed project.

7. Additional penalties:

Underwriting services shall be suspended for a period of 06 - 12 months in case of commission of the violation in Point b Clause 3 of this Article.

8. Remedial measures:

a) The violating entity is compelled to withdraw the offered securities, and return payments for securities or deposit (if any) plus interests 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 within a maximum period of 15 days from the day on which the investor’s request is received in case of commission of the violation in Clause 4, Point a, b or c Clause 5, or Clause 6 of this Article. Investors must send their requests within 60 days from the day on which the decision to enforce this measure takes effect;

b) The violating entity is compelled to obtain the approval of the following GMS for changes in purposes or plan for use of capital generated by the public offering in case of commission of the violation in Point b Clause 4 of this Article;

c) The violating entity is compelled to disclose the audited report on capital use at the following the GMS or disclose the detailed descriptions of the use of capital generated from the public offering which are included in the audited annual financial statements in case of commission of the violation in Point c Clause 2 of this Article;

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dd) The violating entity is compelled to reduce the underwriting value of public offering as prescribed in case of commission of the violation in Point b Clause 3 of this Article.

Section 3. VIOLATIONS AGAINST REGULATIONS ON ISSUANCE OF BONDS IN INTERNATIONAL MARKET, OFFERING OF SECURITIES OVERSEAS, AND ISSUANCE OF SECURITIES USED AS THE BASIS FOR OFFERING OF DEPOSITARY RECEIPTS OVERSEAS OR PROVISION OF ASSISTANCE IN ISSUING DEPOSITARY RECEIPTS OVERSEAS ON THE BASIS OF SHARES ISSUED IN VIETNAM

Article 11. Violations against regulations on issuance of bonds in the international market, offering of securities overseas, and issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam

1. A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for failing to revise the application for issuance of bonds in the international market, offering of securities overseas, issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam when finding inaccurate or inadequate information or any new information related to the submitted application.

2. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed for committing one of the following violations:

a) Conducting issuance of bonds in the international market, offering of securities overseas, and issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam without meeting requirements set forth in law;

b) Conducting issuance of bonds in the international market, offering of securities overseas, and issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam without applying for registration thereof with a competent authority or before obtaining approval or written consent from a competent authority.

3. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for failing to preparing or making certification on the application for issuance of bonds in the international market, offering of securities overseas, issuance of securities used as the basis for offering of depositary receipts overseas or provision of assistance in issuing depositary receipts overseas on the basis of shares issued in Vietnam, which contains false information or conceals true information.

4. Remedial measure:

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Section 4. VIOLATIONS AGAINST REGULATIONS ON ISSUANCE OF ADDITIONAL SHARES

Article 12. Violations against regulations on issuance of additional shares

1. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Failing to revise the application for or reports on issuance of additional shares when finding inaccurate or inadequate information or any new information related to the submitted application or reports;

b) Conducting the issuance of additional shares against the plan submitted to or registered with SSC.

2. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for committing one of the following violations:

a) Conducting issuance of additional shares without submitting reports to SSC or before obtaining SSC’s certificate of receipt of adequate reports on issuance of additional shares;

b) Conducting issuance of additional shares without applying for registration of issuance of additional shares with SSC; Conducting issuance of additional shares before or without obtaining SSC’s approval;

c) Conducting issuance of additional shares without fulfilling requirements set forth in law.

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4. A fine ranging from VND 1.000.000.000 to VND 1.500.000.000 shall be imposed for forging documents or making certification on forged documents proving the satisfaction of requirements for issuance of additional shares included in the application for registration of issuance of additional shares.

5. Additional penalty:

The exhibits and instrumentalities of the violation in Clause 4 of this Article, which are forged documents, shall be confiscated.

6. Remedial measures:

a) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article;

b) The violating entity is compelled to withdraw the issued shares, and return payments for shares or deposit (if any) plus interests 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 shares or deposit, at the time the decision to enforce this measure takes effect within a maximum period of 15 days from the day on which the investor’s request is received in case of commission of the violation in Point a Clause 1 of this Article and shares have been issued, or the violation in Point b Clause 1 or Clause 2 of this Article. Investors must send their requests within 60 days from the day on which the decision to enforce this measure takes effect;

c) The violating entity is compelled to withdraw the additionally issued shares, and return payments for shares or deposit (if any) plus interests 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 shares or deposit, at the time the decision to enforce this measure takes effect within a maximum period of 15 days from the day on which the investor’s request is received in case of commission of the violation in Clause 3 or Clause 4 of this Article and shares have been additionally issued. Investors must send their requests within 60 days from the day on which the decision to enforce this measure takes effect.

Section 5. VIOLATIONS AGAINST REGULATIONS ON PUBLIC COMPANIES

Article 13. Violations against regulations on application for public company registration

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2. A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed for late submission of application for public company registration of exceeding 01 month to 03 months.

3. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed for late submission of application for public company registration of exceeding 03 months to 06 months.

4. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for late submission of application for public company registration of exceeding 06 months to 12 months.

5. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Late submission of application for public company registration of exceeding 12 months to 24 months;

b) The application for public company registration contains inaccurate information about business operations, shareholders, assets, financial status and other issues.

6. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for late submission of application for public company registration of exceeding 24 months to 36 months.

7. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for late submission of application for public company registration of exceeding 36 months, or failing to submit the application for public company registration.

8. A fine ranging from VND 1.000.000.000 to VND 2.000.000.000 shall be imposed for forging documents or making certification on forged documents proving the public company’s satisfaction of eligibility requirements included in the application for public company registration.

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The exhibits and instrumentalities of the violation in Clause 8 of this Article, which are forged documents, shall be confiscated.

10. Remedial measures:

a) The violating entity is compelled to provide accurate information in case of commission of the violation in Point b Clause 5 of this Article;

b) The violating entity is compelled to suspend procedures for public company registration in case of commission of the violation in Clause 8 of this Article.

Article 14. Violations against regulations on delisting of public company

1. The following penalties shall be imposed for committing violations against regulations on notification to SSC when failing to satisfy the eligibility requirements for a public company laid down in Article 32 of the Law on Securities:

a) A warning shall be imposed for late submission of notice to SSC of less than 15 days after the prescribed deadline;

b) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed for late submission of notice to SSC of 15 days or more after the prescribed deadline;

c) A fine ranging from VND 10.000.000 to VND 15.000.000 shall be imposed for failing to send notice to SSC as prescribed.

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Article 15. Violations against regulations on public company administration

1. A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed for committing one of the following violations:

a) Failing to develop and submit the company administration regulations to GMS for approval;

b) Failing to designate executive officers as prescribed by law.

2. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed upon the 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 50.000.000 to VND 70.000.000 shall be imposed upon any of members of the Board of Directors, Director (General Director) and other executive officers/managers for committing a violation against regulations on provision of information for the Board of Directors and Board of Controllers.

4. 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 Director or General 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) A member of the Board of Directors fails to submit reports on his/her incomes from subsidiaries, associate companies and other organizations to the Board of Directors by the prescribed deadline or submits a report which contains inadequate information;

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d) A member of the Board of Directors, a member of the Board of Controllers (Controller), or General Director (Director) fails to submits reports to the Board of Directors/Board of Controllers on transactions between the public company and companies of which he/she is a founder or manager over the last 03 years before the transaction date, or transactions between the public company and companies whose members of Board of Director, General Director (Director) or major shareholders are his/her related persons;

dd) Chairperson or member of the Board of Directors, General Director (Director) or another executive officer of the public company executes contracts/transactions before obtaining approval from the GMS or Board of Directors as prescribed by law.

5. 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 as prescribed by law; failing to ensure that at least one third (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 as prescribed;

b) Failing to announce the compilation of the list of shareholders eligible to participate in the GMS at least 20 days before the record date;

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

d) Violating regulations on transactions with shareholders, executive officers and their related persons.

Article 16. Violations against regulations on repurchase of shares

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

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b) Failing to follow procedures for reducing charter capital or failing to complete procedures for reducing charter capital within the prescribed time limit after repurchasing shares.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Repurchasing shares without submitting required documents to SSC or before obtaining SSC’s notice of receipt of adequate documents about share repurchase;

b) Repurchasing shares without fulfilling requirements set forth in law;

c) Making changes in the share repurchase plan, except in force majeure events or cases where such changes are approved by SSC;

d) Repurchasing shares against the plan submitted to SSC or publicly disclosed information;

dd) Selling repurchased shares, except cases specified in Clause 7 Article 36 of the Law on Securities.

3. Remedial measure:

The violating entity is compelled to return any benefits illegally obtained from the commission of the violation in Point d Clause 2 of this Article.

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Article 17. Violations against regulations on tender offers

1. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Directly or indirectly purchasing or subscribing shares, call option for shares 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;

b) Selling or concluding an agreement to sell the shares or closed-end fund certificates being bid for;

c) Giving unfair treatment to holders of the same type of shares, call option for shares and convertible bonds, or closed-end fund certificates being bid for;

d) Providing information separately for shareholders or investors, or providing information for them at different levels or time;

dd) Failing to make tender offers within the prescribed period or the one registered with SSC;

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

g) Purchasing shares of the target company or fund certificates of the target investment fund against the terms and conditions of the tender offer declaration;

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i) Failing to report or disclose information on the tender offer or reporting or disclosing information on the tender offer against regulations of law;

k) Failing to ensure the application of increased bid price to all shareholders of the target company or investors of the target investment fund, including shareholders or investors that have sent selling registration forms to the entity making tender offer;

l) Failing to designate a securities company to act as the tender offer agent; failing to update information about tender offer agent which must be enclosed with certificate of tender offer agent.

2. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed upon securities company that acts as tender offer agent for committing one of the following violations:

a) Failing to provide tender offer instructions resulting in the commission of the violation in Clause 1 of this Article;

b) Failing to ensure that the entity making tender offer has enough money to make the tender offer on the registered official tender offer date.

3. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for committing one of the following violations:

a) Failing to apply for registration of tender offer as prescribed by law;

b) Conducting the tender offer before obtaining SSC’s approval or before the entity making the tender offer publicly announces the tender offer according to the method prescribed by law;

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4. A fine ranging from VND 1.000.000.000 to VND 1.500.000.000 shall be imposed for misusing information about the tender offer to buyer securities or providing information, or enticing or tempting others to buy or sell securities before the official tender offer date.

5. Additional penalty:

The tender offer shall be suspended for a period of 01 – 03 months in case of commission of the violation in Point a, b, c or d Clause 1 of this Article.

6. Remedial measures:

a) The violating entity is compelled to conduct the tender offer according to the registered plan in case of commission of the violation in Point e or g Clause 1, or Point c Clause 3 of this Article;

b) The violating entity is compelled to continue purchasing shares or closed-end fund certificates which remain after the tender offer in case of commission of the violation in Point h Clause 1 of this Article;

c) The violating entity is compelled to relinquish the rights to vote directly or through an authorized representative in proportion to the number of shares obtained from the violation in Point a or b Clause 3 of this Article;

d) The violating entity is compelled to sell shares or closed-end fund certificates to reduce the holding ratio to below the one requiring the tender offer in case of commission of the violation in Point a or b Clause 3 of this Article within a maximum period of 06 months from the day on which the decision to enforce this measure takes effect;

dd) The violating entity is compelled to return any benefits illegally obtained from the commission of one of the violations in Clause 4 of this Article.

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Article 18. Violations against regulations on listing and registration of securities

1. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for failing to carry out procedures for changes to listing or registration of securities or failing to complete procedures for listing or registration of additional securities by the prescribed deadline.

2. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for failing to revise the application for listing or registration of securities when finding inaccurate, inadequate or misleading information or any new information related to the submitted application.

3. The following fines shall be imposed for failing to apply for listing or registration of securities, or failing to apply for listing or registration of securities by the prescribed deadlines:

a) A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed for late submission of application for listing or registration of securities of up to 01 month;

b) A fine ranging from VND 30.000.000 to VND 70.000.000 shall be imposed for late submission of application for listing or registration of securities of exceeding 01 month to 03 months;

c) A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for late submission of application for listing or registration of securities of exceeding 03 months to 06 months;

d) A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed for late submission of application for listing or registration of securities of exceeding 06 months to 09 months;

dd) A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed for late submission of application for listing or registration of securities of exceeding 09 months to 12 months;

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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 listing or registration of securities which contains false information or conceals true information.

5. A fine ranging from VND 2.500.000.000 to VND 3.000.000.000 shall be imposed for forging documents or making certification on forged documents proving satisfaction of requirements for securities listing included in the application for listing of securities, or forging documents or making certification on forged documents included in the application for registration of securities.

6. Additional penalty:

The exhibits and instrumentalities of the violation in Clause 5 of this Article, which are forged documents, shall be confiscated.

7. Remedial measures:

a) The violating entity is compelled to apply for listing or registration of securities with VNX and its subsidiaries within 60 days in case of commission of the violation in Clause 3 of this Article;

b) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 4 of this Article.

Article 19. Violations against regulations on listing of securities by Vietnamese issuers on foreign Stock Exchanges

1. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for failing to revise the application for listing of securities on foreign Stock Exchange when finding inaccurate, inadequate or misleading information or any new information related to the submitted application.

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3. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed for committing one of the following violations:

a) Failing to submit application for listing of securities on foreign Stock Exchange to SSC as prescribed by law;

b) Carrying out listing of securities on foreign Stock Exchange before obtaining SSC’s approval.

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 listing of securities on foreign Stock Exchange which contains false information or conceals true information.

5. Remedial measure:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 4 of this Article.

Section 8. VIOLATIONS AGAINST REGULATIONS ON ORGANIZATION OF SECURITIES MARKET

Article 20. Violations against regulations on organization of securities market

1. A fine ranging from VND 2.500.000.000 to VND 3.000.000.000 shall be imposed for organizing securities market against regulations in Clause 2 Article 42 of the Law on Securities.

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a) Securities activities and securities services of securities company, securities investment fund management company, or branch of foreign securities company or foreign fund management company in Vietnam shall be suspended for a period of 03 - 05 months in case of commission of the violation in Clause 1 of this Article;

b) Securities professional certificate shall be suspended for a period of 12 - 18 months if the holder commits the violation in Clause 1 of this Article.

3. Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the commission of the violation in Clause 1 of this Article;

b) The violating entity is compelled to remove website, software, trading system and other equipment used for committing the violation in Clause 1 of this Article.

Article 21. Violations against regulations on management of listing and registration 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.

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

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2. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed upon VNX or its subsidiary 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.

Article 23. Violations against regulations on trading and supervision 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 committing one of the following violations:

a) Organizing trading of new securities, changing a trading method and applying a new trading method 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 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 according to VNX’s regulations in case such suspension or termination is necessary to protect investors’ rights and interests.

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Article 24. Violations against regulations on license for establishment and operation

1. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed upon a branch of foreign securities company or foreign fund management company in Vietnam for failing to follow procedures for modification of the license for establishment and operation of branch in accordance with regulations of law.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a securities company, securities investment fund management company, securities investment company or branch of foreign securities company or foreign fund management company in Vietnam for committing one of the following violations:

a) Failing to revise the application for issuance or modification of the license/certificate when finding inaccurate or inadequate information, or any new information related to the submitted application;

b) Trading securities before the official inauguration date.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon a founding shareholder or capital contributor during establishment of a securities company or securities investment fund management company for transferring their shares or stakes within the transfer restriction period.

4. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for committing one of the following violations:

a) Erasing or altering contents of the license;

b) Borrowing, hiring or receiving transfer of license, or lending, leasing or transferring the license; failing to trade securities or provide securities services in its own name; using the names of others or allowing others to use its name to trade securities or provide securities services.

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a) Conducting securities operations before obtaining the SSC’s license;

b) Trading securities or providing securities services or other services which must be reported to SSC before submitting reports to SSC or obtaining SSC’s approval or a competent authority’s written instructions; providing securities services other than the licensed ones as prescribed in Article 86 of the Law on Securities;

c) Operating for improper purposes or against the issued license or certificate or the approved contents;

d) Continuing operations or performing prohibited or restricted acts during the operation period, after termination of operation or while the license or certificate is revoked.

6. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for committing one of the following violations:

a) Preparing or certifying the application for issuance or modification of the license for establishment and operation which contains forged documents or false information or conceals true information;

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.

7. Additional penalties:

a) Securities activities or services shall be suspended for a period of 01 – 03 months in case of commission of the violation in Point b or c Clause 5, or Clause 6 of this Article;

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8. Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the leasing or transfer of the license in Point b Clause 4 of this Article;

b) The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 6 of this Article.

Article 25. Violations against regulations on changes requiring approval

1. A fine ranging from VND 50.000.000 to VND 100.000.000 shall be imposed upon a securities company, securities investment fund management company, securities investment company, or branch of a foreign securities company or foreign fund management company in Vietnam for changing name of the company, branch, representative office or transaction office before obtaining SSC’s written approval.

2. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon a securities company, securities investment fund management company, or branch of foreign securities company or foreign fund management company in Vietnam for performing one of the following acts before obtaining SSC’s written approval:

a) Relocating the company’s head office, or domestic or overseas branch, representative office or transaction office;

b) Establishing or shutting down domestic or overseas branch, representative office or transaction office;

c) Changing business operations at a branch; making indirect outward investments; establishing an overseas subsidiary and receiving trusteeship to make indirect outward investments;

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3. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon a securities company or securities investment fund management company for performing one of the following acts before obtaining SSC’s written approval:

a) Offering and listing securities of the securities company or securities investment fund management company overseas;

b) Providing the services mentioned in Point b Clause 1 Article 86 of the Law on Securities;

c) Terminating the provision of services, except in force majeure events.

4. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for reorganizing a securities company or securities investment fund management company before obtaining SSC’s written approval.

Article 26. Violations against regulations on operation of securities companies and branches of foreign securities companies in Vietnam

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Failing to fully formulate internal procedures, business processes, internal control and risk management procedures, and code of professional ethics in conformity with business operations and services provided;

b) Failing to comply with regulations of the Law on Securities and the Law on Enterprises in terms of management and administration of securities companies other than public companies, and branches of foreign securities companies in Vietnam;

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d) Failing to fully collect and update information about clients, unless information is not fully provided by the client; failing to adequately and truthfully provide information for clients as prescribed by law;

dd) Failing to disclose at the head office, branches and transaction offices information about transaction methods, order placement, margin, payment time, transaction fees, services provided, conditions for provision of services, list of certified securities professionals and other information as prescribed by law;

e) Failing to notify the forced selling, selling of mortgaged securities or trading results to clients by the prescribed deadline.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Failing to fully retain information about clients; failing to fully retain documents and records related to operation of the securities company or branch of a foreign securities company in Vietnam; retaining documents and records that do not fully and accurately reflect transactions of clients and securities company or branch of a foreign securities company in Vietnam; a branch of a foreign securities company in Vietnam directly manages deposits for securities trading and opens securities trading accounts for domestic investors;

b) Violating regulations on opening of securities trading accounts for clients;

c) Violating regulations on a securities company’s responsibility to provide securities investment consultancy services and financial consultancy services; performing prohibited acts when providing securities investment consultancy services and financial consultancy services;

d) Violating regulations on receipt of trusteeship for managing securities trading accounts of individual investors;

dd) Failing to establish systems for internal audit, internal control and risk management for each business operation; failing to arrange personnel for internal audit unit or internal control unit, or arranging unqualified persons; failing to supervise and prevent conflict of interests within the company and in transactions with related persons, between clients or between the securities company or branch of foreign securities company in Vietnam, certified securities professionals and clients; failing to develop a information technology system and backup database to ensure safe and continuous operation;

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g) Failing to organize the supervision unit; failing to supervise securities trading according to the Minister of Finance’s regulations; failing to submit reports when finding any suspicious securities transactions.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Making clients and investors confused about securities prices;

b) Agreeing on or proposing a specific interest rate or sharing profits or losses with clients in order to entice them to trade securities;

c) Making payment for transactions with persons other than holders of securities trading accounts without their written authorization;

d) Revealing information about clients, unless the provision of information is agreed by the client or requested by a competent authority; failing to fully, punctually and accurately provide information about clients at the request of SSC as prescribed in Article 89 of the Law on Securities;

dd) Violating regulations on proprietary trading; violating regulations on conditions and restrictions on securities underwriting; violating regulations on restrictions on investments of the securities company; violating regulations on issuance and offering of financial products;

e) Increasing or decreasing charter capital against regulations of law;

g) Violating regulations on receipt and execution of trading orders of clients;

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i) Failing to authenticate clients conducting online securities transactions in accordance with regulations of law.

4. The following fines shall be imposed for violations against regulations on margin trading:

a) A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for violating regulations on opening of margin trading accounts, marginable securities and lending term for margin trading;

b) A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for violating regulations on lending limits for margin trading and suspension of margin trading;

c) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for violating regulations on initial margin requirement, maintenance margin requirement, restrictions on margin trading, allowing clients to conduct margin trading or withdraw more cash than the current buying power on his/her margin account;

d) A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for failing to manage margin trading accounts separately from ordinary trading accounts and accounts using money borrowed from credit institutions, day trading accounts and secured short selling accounts.

5. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for committing one of the following violations:

a) Failing to separately manage assets of each client, assets of clients and assets of the securities company or branch of a foreign securities company in Vietnam;

b) Directly receiving and making payments for securities transactions of clients; receiving authorization from clients for carrying out internal transfer of money between their accounts;

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d) Violating regulations on restrictions on borrowing or restrictions on lending;

dd) Violating regulations on contribution of capital to establish or purchase of shares/stakes of other securities companies in Vietnam.

6. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for committing one of the following violations:

a) Misusing or appropriating clients’ securities or money or keeping their securities by depositing under the securities company’s name;

b) Lending money or securities on clients’ accounts;

c) Using clients’ securities for pledging.

7. Additional penalties:

a) Securities activities or services shall be suspended for a period of 01 – 03 months in case of commission of the violation in Point a Clause 6 of this Article;

b) The securities professional certificate shall be suspended for a period of 01 - 03 months if the holder commits the violation in Point e Clause 2 or Point a, b, d or g Clause 3 of this Article, or for a period of 06 - 12 months if he/she commits the violation in Clause 6 of this Article.

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The violating entity is compelled to return securities and money to clients within a maximum period of 60 days from the day on which the decision to enforce this measure takes effect in case of commission of the violation in Clause 6 of this Article.

Article 27. Violations against regulations on operation of securities investment fund management companies and branches of foreign fund management companies in Vietnam

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon a securities investment fund management company for committing one of the following violations:

a) Committing the violation in Point a, b or d Clause 1 Article 26 hereof;

b) Failing to enter into written contracts when rendering services to clients or entering into a contract which does not have adequate information as prescribed by law;

c) Failing to comply with the charter of the securities investment fund, the charter of the securities investment company, or the investment portfolio management contract;

d) Failing to provide information or failing to provide information by the prescribed deadline or providing inadequate or inaccurate information for the custodian bank and the supervisory bank.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a securities investment fund management company or branch of a foreign fund management company in Vietnam for committing one of the following violations:

a) Failing to establish and maintain the risk management, internal control and internal audit systems; failing to arrange personnel for internal audit unit or internal control unit, or arranging unqualified persons; failing to supervise and prevent conflict of interests within the company and in transactions with related persons, between clients or between the securities investment fund management company, certified securities professionals and clients; failing to develop a information technology system and backup database to ensure safe and continuous operation;

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c) Failing to follow procedures for allocation of trading orders and assets when conducting transactions for the securities investment fund, securities investment company, trustors and the company’s transactions;

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 when making indirect outward investments; failing to comply with regulations on information provision, advertising and introduction of the fund;

dd) Failing to comply with regulations on authorization by the securities investment fund management company;

e) Commenting on or guaranteeing income or profit on the clients’ investment or making no-loss guarantee, except investment in fixed income securities;

g) Violating regulations on opening of securities trading accounts, opening of derivatives trading accounts for itself, trustors, securities investment fund, and securities investment company managed by the securities investment fund management company;

h) Conducting asset transactions for a trustor with trading volumes and value in the year through a securities company exceeding the permissible limits on trading volumes and value in the year of that trustor;

i) Committing the violation in Point a Clause 2 Article 26 hereof.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon a securities investment fund management company for committing one of the following violations:

a) Committing the violation in Point b, d or e Clause 3 Article 26 hereof;

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c) Violating regulations on restrictions on operation of securities investment fund management companies, their related persons and employees; violating regulations on restrictions on operation of securities investment company; violating regulations on real estate investment funds; violating regulations on restrictions on operation of securities investment funds;

d) Failing to ensure that investments with assets of trustors that are foreigners or foreign organizations must be made in accordance with regulations of law on foreign exchange management and foreign holdings in Vietnamese enterprises;

dd) Acting as asset owners on behalf of trustors without their written request or failing to obtaining the trustor’s approval before conducting transactions in assets the fund management company acts as the owner of which on behalf of that trustor.

4. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed upon a securities investment fund management company for committing one of the following violations:

a) Evading legal liabilities and limiting scope of compensation and financial liabilities of the securities investment fund management company or transferring risks from the securities investment fund management company to investors;

b) Using assets of the securities investment fund or securities investment company for making investments in that fund or company or another securities investment fund or company established and operating in Vietnam, or contributing to joint ventures or associations or making financial investments in that securities investment fund management company and its related persons;

c) Violating regulations on financial investment, purchase of shares, stakes and bonds, contribution of capital to enterprises, or holding of shares;

d) Violating regulations on borrowing for supporting operations of the securities investment fund or company;

d) Using assets of the securities investment fund or company, or trust assets for paying debts, providing loans or guaranteeing any loans of the company, its related persons or partners;

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g) Lending securities or other assets to clients; acting as a broker for transactions between clients and third party;

h) Failing to separately deposit and manage assets and capital of each trustor, each securities investment fund or securities investment company managed by the securities investment fund management company; failing to separately manage trust assets, assets of the securities investment fund or securities investment company, and assets of the securities investment fund management company;

i) Making investment in assets for trustors against regulations of law;

k) Colluding with the securities company to conduct transactions, in excess of permissible limits, in securities included in the investment portfolio of a fund managed by the securities investment fund management company for the purpose of earning brokerage fees;

l) Investing in derivatives with capital of trustors, securities investment fund or company when such investment in derivatives is not prescribed in the investment portfolio management contract or charter of the securities investment fund or company;

m) Investing in derivatives using its own capital, borrowed capital and other lawful capital sources.

5. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon a branch of a foreign fund management company in Vietnam for committing one of the following violations:

a) Violating regulations on mobilization and management of funds and assets in Vietnam;

b) Violating regulations on foreign exchange management and holdings in Vietnamese enterprises;

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d) Offering or issuing securities for raising capital in Vietnam;

dd) Violating regulations of the Law on Securities on transfer of profits abroad;

e) Failing to separately deposit and manage assets and capital of each trustor, each investment fund or securities investment company managed by the branch; failing to separately manage trust assets, assets of the investment fund or securities investment company, and its assets.

6. Additional penalties:

a) Securities professional certificate shall be suspended for a period of 01 - 03 months if the holder commits the violation in Point g Clause 2, Point b or d Clause 3, Point g or I Clause 4 of this Article;

b) Securities activities and securities services of the securities investment fund management company, or branch of foreign fund management company shall be suspended for a period of 01 - 03 months in case of commission of the violation in Point I Clause 4 or Point c Clause 5 of this Article.

7. Remedial measure:

The violating entity is compelled to separately deposit and manage assets and capital of each trustor, each securities investment fund or securities investment company managed by the securities investment fund management company or the branch of foreign fund management company in Vietnam; separately manage trust assets, assets of the securities investment fund or securities investment company, and assets of the securities investment fund management company or the branch of foreign fund management company in Vietnam within a maximum period of 06 months from the day on which the decision to enforce this measure takes effect in case of commission of the violation in Point h Clause 4 or Point e Clause 5 of this Article.

Article 28. Violations against regulations on operation of private securities investment companies that self-manage their capital

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a) Failing to revise its application for registration of establishment when finding inaccurate, inadequate or misleading information or any new information related to the submitted application;

b) Failing to promulgate procedures for determination of its NAV, or failing to determine its NAV or miscalculating its NAV.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a private securities investment company that self-manages its capital for committing one of the following violations:

a) Formulating, implementing and developing real estate projects;

b) Violating regulations on restrictions on operation of securities investment companies and safe investment ratios when making indirect outward investments;

c) Conducting transactions which cause changes in ownership of shares or stakes against regulations of law; increasing or decreasing its charter capital against regulations of law.

3. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon a private securities investment company that self-manages its capital for preparing or certifying the application for registration of establishment which contains false information or conceals true information.

4. Remedial measure:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article.

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1. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed upon a distribution agent for committing one of the following violations:

a) Failing to meet eligibility requirements for distribution agents;

b) Failing to identify investors’ information or failing to establish a system for managing and fully retaining investors’ information as prescribed by law;

c) Violating regulations on receipt and transfer of investors’ trading orders; failing to establish a system for receiving trading orders as prescribed by law;

d) Violating regulations on management of investors’ accounts and sub-accounts;

d) Failing to punctually, adequately and accurately update securities trading codes of foreign investors and their ownership status;

e) Failing to update information about investors’ ownership status after transactions or failing to send transaction confirmations to investors.

2. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed upon a distribution agent for committing one of the following violations:

a) Violating regulations on distribution of fund certificates;

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3. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a distribution agent for failing to apply for registration of distribution operations as prescribed by law.

Article 30. Violations against regulations on representative offices of securities companies, securities investment fund management companies, foreign securities companies and foreign fund management companies in Vietnam

1. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed for failing to follow procedures for modification or re-issuance of certificate of registration or termination of representative office operation as prescribed by law.

2. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed upon the chief representative or an employee of the representative office for holding multiple positions in case such multiple position-holding is prohibited.

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

a) Failing to meet requirements when running a representative office; failing to apply for registration of representative office operation or running a representative office before obtaining approval or certificate of registration of representative office operation;

b) Representing another organization; transferring certificate of registration of representative office operation to another entity;

c) Erasing or altering contents of the certificate of registration of representative office operation.

4. A fine ranging from VND 100.000.000 to VND 200.000.000 shall be imposed upon the chief of the representative office of a foreign securities company or foreign fund management company in Vietnam for performing business operations in Vietnam beyond the licensed scope of operation of the representative office.

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a) Preparing or certifying the application for certificate of registration of representative office operation which contains false or inaccurate information;

b) Running the representative office for wrong purposes or against the certificate of registration of representative office operation.

6. Additional penalties:

a) Operation of the representative office shall be suspended for a period of 01 – 03 months in case of commission of the violation in Point b Clause 3 of this Article;

b) The exhibits and instrumentalities of the violation in Point c Clause 3 of this Article, which are erased or altered documents, shall be confiscated.

Article 31. Violations against regulations on establishment of private funds

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for failing to revise the application for establishment of private fund when finding inaccurate, inadequate or misleading information or any new information related to the submitted application.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Using mass media for advertising, raising capital or making market surveys during the establishment of a private fund;

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3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Failing to submit reports on establishment of private fund as prescribed by law or establishing a private fund before fulfilling establishment requirements set forth in law;

b) Failing to submit reports on risks or loss of the fund’s assets by the prescribed deadline.

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.

5. Remedial measure:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 4 of this Article.

Article 32. Violations against regulations on securities practice and management of employees and certified securities professionals

1. A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed for committing one of the following violations:

a) Failing to submit reports on changes in certified securities professionals by the prescribed deadline;

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c) Arranging employees or certified securities professionals to hold multiple positions in case such multiple position-holding is prohibited.

2. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Arranging persons who do not possess securities professional certificates or whose securities professional certificates have been suspended to perform operations or hold positions the holders of which are required to have securities professional certificates;

b) Failing to submit reports by the prescribed deadline when detecting a certified securities professional’s commission of the violation in Clause 3 or Clause 4 of this Article.

3. The securities professional certificate shall be suspended for a period of 06 - 12 months if the holder commits one of the following violations:

a) Concurrently working at another organization that has proprietorial relation with the securities company or securities investment fund management company where he/she is working;

b) Concurrently holding the position of Director or General Director of an organization that makes public offering or a listed organization.

4. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Borrowing, lending or leasing the securities professional certificate;

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5. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed for committing one of the following violations:

a) Using clients’ names or accounts for registering or trading securities;

b) Buying or selling securities on trust trading accounts beyond the scope of entrustment or value of trust assets or against investment objectives of trustors; making investments on behalf of clients, except in case of the authorized management of individual investors’ trading accounts;

c) Acting as a broker for asset borrowing or lending transactions between clients or between a client and a third party, except for borrowing of securities for correction of transaction errors or conducting exchange transactions of ETFs.

6. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for committing one of the following violations:

a) Using clients’ accounts or assets without their entrustment or beyond the scope of entrustment; using clients’ accounts or money or securities on their accounts without authorization from the securities company according to the trust agreement made between the client and the securities company;

b) Selling or allowing clients to sell securities while they do not own such securities or lending securities to clients in case such lending of securities is prohibited.

7. Additional penalties:

a) The securities professional certificate shall be suspended for a period of 01 - 03 months in case of commission of the violation in Point a Clause 4 of this Article;

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c) The securities professional certificate shall be suspended for a period of 06 - 12 months in case of commission of the violation in Clause 5 or Clause 6 of this Article.

8. Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the leasing of securities professional certificates as prescribed in Point a Clause 4 of this Article;

b) The violating entity is compelled to return securities and money to clients within a maximum period of 60 days from the day on which the decision to enforce this measure takes effect in case of commission of the violation in Point a Clause 6 of this Article.

Section 10. VIOLATIONS AGAINST REGULATIONS ON SECURITIES TRADING

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 disclose information within the prescribed time limit when the holding of shares or fund certificates varies by more than 1% of voting shares or closed-end fund certificates.

2. The following fines shall be imposed for failing to disclose information within the prescribed time limits about expected transactions and transaction results:

a) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 50.000.000 to under VND 100.000.000;

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c) A fine ranging from VND 30.000.000 to VND 50.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 300.000.000 to under VND 500.000.000;

d) A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 500.000.000 to under VND 1.000.000.000;

dd) A fine ranging from VND 70.000.000 to VND 90.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 1.000.000.000 to under VND 3.000.000.000;

e) A fine ranging from VND 90.000.000 to VND 110.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 3.000.000.000 to under VND 5.000.000.000;

g) A fine ranging from VND 110.000.000 to VND 150.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 5.000.000.000 to under VND 10.000.000.000;

h) A fine equal to 5% of the registered transaction value but not exceeding VND 3.000.000.000 shall be imposed if the registered transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is VND 10.000.000.000 or more.

3. The following fines shall be imposed for failing to conduct transactions within the period registered or announced by the Stock Exchange, or conducting transactions with a value exceeding the prescribed or registered one:

a) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed if the transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is less than VND 100.000.000;

b) A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed if the transaction value of shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds is from VND 100.000.000 to under VND 300.000.000;

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4. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Failing to disclose information within the prescribed time limit when holding 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 when terminating the status of major shareholders or investors holding at least 5% of fund certificates of a closed-end fund;

b) A founding shareholder fails to disclose information within the prescribed time limit before trading restricted shares.

c) An internal actor of a public company or public fund or its/his/her related person concurrently buys and sells securities of the public company or fund certificates, option calls for fund certificates of the public fund or secured warrants of public company, public securities investment company or public fund within the registered transaction period.

5. The fine which depends on the actual value of traded securities and is twice as much as the fine prescribed in Clause 2 of this Article shall be imposed for failing to disclose information about expected transactions.

6. The fine that is twice as much as the fine prescribed in Clause 1, Clause 2 or Clause 4 of this Article shall be imposed for failing to disclose information about transaction results; failing to disclose information when the holding of shares or fund certificates varies by more than 1% of voting shares or fund certificates; failing to disclose information when holding 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 when terminating the status of major shareholders or investors holding at least 5% of fund certificates of a closed-end fund, or failing to disclose information before trading restricted shares.

7. Additional penalties:

a) Securities trading shall be suspended for a period of 01 - 03 months in case of failure to disclose information about the expected transaction in shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds with the transaction value of from VND 5.000.000.000 to under VND 10.000.000.000;

b) Securities trading shall be suspended for a period of 03 - 05 months in case of failure to disclose information about the expected transaction in shares, call options for shares, convertible bonds, call options for convertible bonds, fund certificates, call options for fund certificates or secured warrants of public companies, public investment companies or public funds with the transaction value of VND 10.000.000.000 or more.

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1. An investor shall be suspended from trading securities on its/his/her accounts which are lent to others to trade securities or used for holding securities for others for the purpose of manipulating securities market for a period of 06 - 12 months.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Violating regulations on foreign holdings;

b) Violating regulations on securities investments made by foreign investors in Vietnam’s securities market;

c) Violating regulations on holdings of share capital or stakes of securities companies and securities investment fund management companies;

d) Violating regulations on opening of securities trading accounts, margin accounts and authorized trading accounts;

d) Violating regulations on transactions made on the trading day or within a periodic order matching period.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon a professional securities investor for transferring privately placed securities in contravention of regulations in Article 31 of the Law on Securities or regulations on private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market.

4. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed for conducting one or some transactions for the purposes of concealing information about actual ownership of a type of securities for evading or assisting others in evading the obligation to disclose information or the obligations to be discharged in tender offers or regulations on foreign holdings in Vietnam’s securities market.

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The securities professional certificate shall be suspended for a period of 18 - 24 months in case of commission of the violation in Clause 4 of this Article.

6. Remedial measures:

a) The violating entity is compelled to return any benefits illegally obtained from the commission of the violation in Clause 1, Point a Clause 2, Clause 3 or Clause 4 of this Article;

b) The violating entity is compelled to sell shares or share capital or stakes within a maximum period of 60 days to comply with the prescribed holdings in case of commission of the violations in Point a or c Clause 2 of this Article.

Article 35. Use of internal information for trading securities

1. A fine that is 10 times the illegal revenue but does not exceed the maximum fine specified in Clause 2 Article 5 hereof shall be imposed for the use of internal information for trading securities if not liable to criminal prosecution. In case there is no illegal revenue or the fine calculated according to the illegal revenue is smaller than the maximum fine mentioned in Clause 2 Article 5 hereof, the maximum fine mentioned in Clause 2 Article 5 hereof shall apply.

2. Additional penalties:

a) Securities activities and securities services of securities company, securities investment fund management company, or branch of foreign securities company or foreign fund management company in Vietnam shall be suspended for a period of 01 - 03 months in case of commission of the violation in Clause 1 of this Article;

b) Securities professional certificate shall be suspended for a period of 18 - 24 months if the certified securities professional commits the violation in Clause 1 of this Article.

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The violating entity is compelled to return the revenue illegally obtained from the commission of one of the violation in Clause 1 of this Article.

Article 36. Manipulation of securities market

1. A fine that is 10 times the illegal revenue but does not exceed the maximum fine specified in Clause 2 Article 5 hereof shall be imposed for the act of manipulation of securities market if not liable to criminal prosecution. In case there is no illegal revenue or the fine calculated according to the illegal revenue is smaller than the maximum fine mentioned in Clause 2 Article 5 hereof, the maximum fine mentioned in Clause 2 Article 5 hereof shall apply.

2. Additional penalties:

a) Securities activities and securities services of securities company, securities investment fund management company, or branch of foreign securities company or foreign fund management company in Vietnam shall be suspended for a period of 01 - 03 months in case of commission of the violation in Clause 1 of this Article;

b) Securities professional certificate shall be suspended for a period of 18 - 24 months if the certified securities professional commits the violation in Clause 1 of this Article.

3. Remedial measure:

The violating entity is compelled to return the revenue illegally obtained from the commission of one of the violation in Clause 1 of this Article.

Section 11. VIOLATIONS AGAINST REGULATIONS ON REGISTRATION, DEPOSITING, CLEARING AND PAYMENT FOR SECURITIES, SUPERVISORY BANKS AND CUSTODIAN BANKS

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1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon a public company for failing to carry out securities registration or failing to complete securities registration at VSDCC within the prescribed time limit.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a public company for violating regulations on exercise of rights, registration and depositing of securities at VSDCC.

Article 38. Violations against regulations on registration of provision of securities depositing, clearing and payment services

2. A fine ranging from VND 50.000.000 to VND 70.000.000 shall imposed upon a securities company, commercial bank, FBB or branch of the securities company or commercial bank for providing securities depositing, clearing and payment services without satisfying requirements laid down in law, or before obtaining certificate of securities depository registration, decision to approve the provision of securities depository services, or certificate of eligibility to provide securities clearing and payment services, or before being recognized as a member by VSDCC.

3. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed upon a securities company, commercial bank or FBB for preparing an application for registration of provision of securities depositing services, or clearing and payment services that contains false information or conceals true information.

4. Additional penalty:

Securities depositing, clearing and payment services shall be suspended for a period of 01 - 03 months in case a securities company, commercial bank or FBB has been issued with certificate of securities depository registration or certificate of eligibility to provide securities clearing and payment services and commits the violation in Clause 3 of this Article.

5. Remedial measure:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 3 of this Article.

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1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon VSDCC, depository member, clearing member or clearing bank for committing one of the following violations:

a) Failing to adequately, punctually and accurately provide lists of securities holders and relevant documents at the valid and lawful requests of public companies and issuers;

b) Failing to notify within the prescribed time limit or inadequately notifying rights and interests related to deposited securities of clients.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon VSDCC, depository member, clearing member or clearing bank for committing one of the following violations:

a) Violating regulations on securities management and storage; regulations on securities registration, depositing, clearing and payment;

b) A clearing member that is insolvent, or has its membership suspended or terminated fails to transfer deposited assets and open positions of investors to substitute clearing members at their requests; fails to conduct transactions for liquidating or closing positions on proprietary trading accounts or market making accounts; fails to give priority to conduct of investors’ transactions over its position opening or closing.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon VSDCC, depository member, clearing member or a fine ranging from VND 50.000.000 to VND 75.000.000 shall be imposed upon an employee of depository member or clearing member for committing one of the following violations:

a) Failing to accurately record assets, rights to assets and interests relevant to assets deposited by clients; making incorrect accounting on securities depository accounts, position accounts or margin accounts; making late payments or failing to transfer the ownership of registered securities through VSDCC;

b) Trading securities before they are recorded by VSDCC on members’ securities trading accounts;

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d) Failing to protect confidentiality of information about clients’ securities holdings;

dd) Failing to separately manage depository accounts and 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 clearing members;

e) Failing to separately manage accounts and assets of clearing members and VSDCC; failing to separately manage accounts and assets of each clearing member or failing to separately manage margin accounts and assets of each clearing member and his/her clients; failing to separately manage margin assets, deposits for derivatives trading and deposits for underlying securities trading;

g) Failing to collect sufficient margins from clients to fulfill payment obligations.

4. A fine ranging from VND 300.000.000 to VND 400.000.000 shall be imposed upon VSDCC for committing one of the following violations:

a) Granting certificate of depository member or certificate of clearing member to ineligible member or before SSC issues certificate of securities depository registration, certificate of eligibility to provide clearing and payment services; revoking certificate of depository member or certificate of clearing member in contravention of regulations of law;

b) Using clients’ securities or margin assets in the interests of other entities or VSDCC.

5. A fine ranging from VND 400.000.000 to VND 500.000.000 shall be imposed upon VSDCC, depository member, clearing member or a fine ranging from VND 200.000.000 to VND 250.000.000 shall be imposed upon an employee of depository member or clearing member for repairing or losing documents used in payment or transfer of ownership of securities.

6. Additional penalties:

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b) Securities professional certificate shall be suspended for a period of 01 - 03 months if the certified securities professional commits the violation in Clause 3 or Clause 5 of this Article.

7. Remedial measures:

a) The violating entity is compelled to separately manage depository accounts and margin accounts keeping money and securities of clients at VSDCC, depository members, and clearing members and their assets; open depository accounts and margin accounts for each client; separately manage assets and positions of each client, and assets and positions of clients and 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 day on which the decision to enforce this measure takes effect;

b) The violating entity is compelled to separately manage accounts and assets of clearing members and VSDCC; separately manage accounts and assets of each clearing member; separately manage margin accounts and assets of each clearing member and his/her clients; separately manage margin assets, deposits for derivatives trading and deposits for underlying securities trading in case of commission of the violation in Point e Clause 3 of this Article within a maximum period of 06 months from the day on which the decision to enforce this measure takes effect.

Article 40. Violations against regulations on responsibility of custodian banks

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Failing to accurately and adequately fulfill the custodian bank’s obligations under the securities depository contact, charter of securities investment fund and regulations of law;

b) Failing to prepare and retain documents and records as prescribed; retaining documents and records that do not fully and accurately reflect transactions of securities investment fund management companies, securities investment funds, trustors, and securities investment companies as prescribed by law;

c) Failing to provide information or providing inadequate or inaccurate information for securities investment fund management companies;

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dd) Failing to develop operation and risk management processes to ensure the fulfillment of obligations as prescribed by law.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon the custodian bank for committing one of the following violations:

a) Failing to revenues, expenses, payments and transfer of money and securities accurately and within the prescribed time limits;

b) Making payment for transactions against the charter of securities investment fund, trust agreement and securities depository contract;

c) Failing to correctly, adequately and accurately execute other lawful orders or directives of securities investment fund management companies and supervisory banks and other rights arising from the execution of rights and obligations related to the ownership of assets by securities investment funds, securities investment companies and trustors under terms and conditions of securities depository contracts, supervision contracts and relevant laws;

d) Failing to correctly, adequately and accurately carry out the liquidation of assets and implement the plan for disposal of other assets, and submit reports on dissolution of the investment fund to SSC.

3. A fine ranging from VND 150.000.000 to VND 200.000.000 shall be imposed upon the custodian bank for failing to deposit and separately manage assets of each investment fund, each securities investment company, each trustor and its assets as prescribed by law.

4. A fine ranging from VND 200.000.000 to VND 300.000.000 shall be imposed upon the custodian bank for using assets of securities investment funds, securities investment companies or trustors against regulations of law.

5. Additional penalty:

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6. Remedial measures:

a) The violating entity is compelled to separately manage assets of each investment fund of the securities investment company, each trustor and assets of the custodian bank as prescribed by law in case of commission of the violation in Clause 3 of this Article within a maximum period of 06 months from the day on which the decision to enforce this measure takes effect;

Article 41. Violations against regulations on responsibility of supervisory banks

1. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed upon a supervisory bank for committing one of the following violations:

a) Failing to accurately and adequately fulfill the supervisory bank’s obligations under the supervision contact, charter of securities investment fund and regulations of law;

b) Committing any of the violations in Points b, c, d and dd Clause 1 Article 40 hereof.

2. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon a supervisory bank for committing one of the following violations:

a) Being a related person or participating in the management board or executive board of the securities investment fund management company or having proprietorial relation, contributing capital, holding shares, or being lender or borrower of the securities investment fund management company or securities investment company, and vice versa.

b) Being a buyer or seller of assets of a public fund or securities investment company;

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d) Failing to submit reports within the prescribed time limit to SSC when detecting any violations committed by securities investment fund management companies, securities investment companies and relevant entities;

dd) Failing to notify competent authorities within the prescribed time limit of the fact that the supervisory bank, member of its Board of Directors, its executive officers or employees in charge of supervising and managing assets of public funds and investment companies are related persons, owners, lenders or borrowers of the fund management companies or investment companies, and vice versa;

e) Failing to separate operations, information technology and reporting systems between the department providing NAV determination services, supervisory department and department in charge of preparing, retaining and updating investor registers;

g) Failing to fulfill responsibility of the supervisory bank in reports on assets and operations of investment funds made by securities investment fund management companies; verifying reports on assets of public funds or securities investment companies or reports on determination of NAV made by securities investment fund management companies or securities investment companies that contain inaccurate or false information.

Section 12. VIOLATIONS AGAINST REGULATIONS ON INFORMATION DISCLOSURE AND REPORTING

Article 42. Violations against regulations on information disclosure

1. A warning shall be issued for committing one of the following violations:

a) Failing to carry out registration or re-registration of the person in charge of information disclosure or person authorized to disclose information or failing to promulgate regulations on information disclosure;

b) Failing to notify SSC, VNX and its subsidiaries of website and any changes thereof as prescribed by law.

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a) Failing to comply with regulations on media and form of information disclosure;

b) Failing to retain information disclosed as prescribed by law.

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

a) Failing to disclose information within the prescribed time limits or at the request of SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities;

b) Failing to disclose adequate information as prescribed by law or at the request of SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities;

c) Disclosing personal information of an entity without that entity’s consent.

4. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Failing to disclose information which must be disclosed as prescribed by law or at the request of SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities;

b) Failing to confirm or correct information or making late confirmation or correction of information when finding any information which may affect securities prices or receiving requests from SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities.

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6. Remedial measure:

The violating entity is compelled to remove or correct information in case of commission of the violation in Clause 5 of this Article.

Article 43. Violations against regulations on reporting

1. A fine ranging from VND 10.000.000 to VND 30.000.000 shall be imposed for failing to retain information reported as prescribed by law.

2. A fine ranging from VND 50.000.000 to VND 70.000.000 shall be imposed for committing one of the following violations:

a) Failing to submit reports within the prescribed time limits or at the request of SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities;

b) Submitting reports which do not contain adequate information as prescribed by law or requested by SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities.

3. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Failing to submit reports on the information which must be reported as prescribed by law or at the request of SSC, VNX and its subsidiaries as prescribed in Clause 3 Article 120, Clause 4 Article 123, and Clause 3 Article 124 of the Law on Securities;

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4. Remedial measure:

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

Section 13. VIOLATIONS AGAINST REGULATIONS ON AUDIT OF PUBLIC COMPANIES, LISTED ORGANIZATIONS, ORGANIZATIONS PERFORMING PUBLIC OFFERING, SECURITIES COMPANIES, SECURITIES INVESTMENT COMPANIES, SECURITIES INVESTMENT FUNDS AND FUND MANAGEMENT COMPANIES

Article 44. Violations against regulations on audit of public companies, listed organizations, organizations performing public offering, securities companies, securities investment companies, securities investment funds and fund management companies

1. The following penalties shall be imposed upon an accredited audit organization for committing a violation against regulations on reporting on change of its name, head office, business lines, list of auditors or other changes that make it be no longer accredited:

a) A warning shall be imposed for late submission of reports to SSC of less than 15 days after the prescribed deadline;

b) A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed for late submission of reports to SSC of 15 days or more after the prescribed deadline;

c) A fine ranging from VND 10.000.000 to VND 20.000.000 shall be imposed for failing to submit reports to SSC as prescribed.

2. A fine ranging from VND 50.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

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b) Failing to give notice within the prescribed time limit to the audited entity or a third party or SSC when the audited entity is suspected of or found to have material errors related to audited financial statements due to failure to comply with laws and regulations;

c) Failing to provide explanation, information and data about the audit, or failing to provide them within the prescribed time limit, or failing to provide adequate and accurate explanation, information and data at the request of SSC as prescribed in Clause 3 Article 21 of the Law on Securities.

3. A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed upon an accredited audit organization for transferring a part or all of audit tasks of public companies, listed organizations, organizations making public offering, securities companies, securities investment companies, securities investment funds and fund management companies to an unaccredited audit organization.

4. Remedial measure:

The violating entity is compelled to provide explanation, information and data about the audit to SSC in case of commission of the violation in Point c Clause 2 of this Article within a maximum period of 10 days from the day on which the decision to enforce this measure takes effect.

Section 14. VIOLATIONS AGAINST REGULATIONS ON ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING IN THE FIELDS OF SECURITIES AND SECURITIES MARKET

Article 45. Violations against regulations on anti-money laundering and counter-terrorism financing in the fields of securities and securities market

1. The following fines shall be imposed upon a securities company or securities investment fund management company for committing violations against regulations on identification and updating of information about clients:

a) A fine ranging from VND 20.000.000 to VND 30.000.000 shall be imposed for failing to update information about clients as prescribed in Article 8, Article 9 and Article 10 of the Law on anti-money laundering;

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c) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for failing to establish the risk management system for identifying foreign clients that are politically exposed persons (PEPs) as prescribed in Clause 2 and Clause 3 Article 13 of the Law on anti-money laundering.

2. The following fines shall be imposed upon a securities company or securities investment fund management company for committing violations against regulations on internal audit and review of clients in anti-money laundering:

a) A fine ranging from VND 20.000.000 to VND 40.000.000 shall be imposed for failing to review clients and related parties on alert lists before establishing relationship with or providing services to clients;

b) A fine ranging from VND 40.000.000 to VND 80.000.000 shall be imposed for failing to report clients and related parties on alert lists to competent authorities as prescribed by law; failing to carry out anti-money laundering internal audit as prescribed by law.

3. A fine ranging from VND 60.000.000 to VND 100.000.000 shall be imposed upon a securities company or securities investment fund management company for committing one of the following violations against internal regulations on anti-money laundering:

a) Failing to promulgate and comply with internal regulations on anti-money laundering;

b) Failing to formulate regulations on classification of clients; failing to classify clients according to levels of money laundering risks as prescribed by law; failing to promulgate procedures for managing risks of transactions relating to new technologies as prescribed in Article 15 of the Law on anti-money laundering.

4. The following fines shall be imposed upon a securities company or securities investment fund management company for performing prohibited acts in anti-money laundering:

a) A fine ranging from VND 30.000.000 to VND 60.000.000 shall be imposed for obstructing the provision of information serving the performance of anti-money laundering tasks as prescribed in Clause 6 Article 7 of the Law on anti-money laundering;

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c) A fine ranging from VND 100.000.000 to VND 150.000.000 shall be imposed for creating or maintaining anonymous accounts or accounts with fake names as prescribed in Clause 2 Article 7 of the Law on anti-money laundering;

d) A fine ranging from VND 200.000.000 to VND 250.000.000 shall be imposed for organizing, participating in or facilitating money laundering activities. 

5. A fine ranging from VND 70.000.000 to VND 100.000.000 shall be imposed upon VNX and its subsidiaries 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.

6. The following fines shall be imposed upon a securities company or securities investment fund management company for committing violations against regulations on counter-terrorism financing:

a) A fine ranging from VND 20.000.000 to VND 40.000.000 shall be imposed for failing to adopt client identification measures and update information about clients as prescribed in Article 34 of the Law on counter-terrorism financing;

b) A fine ranging from VND 80.000.000 to VND 100.000.000 shall be imposed for failing to denounce terrorism financing activities.

7. Additional penalty:

Securities activities or services shall be suspended for a period of 01 – 03 months in case of commission of the violation in Point d Clause 4 of this Article.

Section 15. VIOLATIONS AGAINST REGULATIONS ON INSPECTION BY COMPETENT AUTHORITIES

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1. A fine ranging from VND 50.000.000 to VND 100.000.000 shall be imposed for committing one of the following violations:

a) Refusing to provide electronic information and documents or failing to adequately and accurately provide electronic information and documents within the prescribed time limits as requested by inspection teams or competent officials;

b) Apposing, obstructing, hindering or evading the inspection by competent officials; failing to provide explanations or failing to present at the request of competent officials;

c) Deliberately delaying, evading or failing to implement administrative decisions issued by competent officials; failing to implement requests, recommendations, conclusions and decisions made by inspection teams or competent officials.

2. A fine ranging from VND 70.000.000 to VND 150.000.000 shall be imposed for committing one of the following violations:

a) Concealing or altering electronic documents and records or changing exhibits within the inspection period;

b) Deliberately removing, hiding or performing other acts to change the existing status of the seals on cash cabinets, accountings books and records or other exhibits and instrumentalities; appropriating or destroying documents and evidences concerning inspection contents.

3. Additional penalties:

a) Securities activities and securities services of securities company, securities investment fund management company, or branch of foreign securities company or foreign fund management company in Vietnam shall be suspended for a period of 01 - 03 months in case of commission of the violation in Clause 1 or Clause 2 of this Article;

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c) The exhibits and instrumentalities of the violation in Point a Clause 2 of this Article, which are electronic documents, records and data, shall be confiscated.

Chapter III

POWER TO RECORD AND IMPOSE PENALTIES FOR ADMINISTRATIVE VIOLATIONS, ADDITIONAL PENALTIES AND REMEDIAL MEASURES

Article 47. Power to impose administrative penalties

1. SSC’s Chief Inspector and heads of specialized inspection teams established by SSC shall have the power to:

a) Issue warning;

b) Impose a fine up to VND 100.000.000 upon an organization and up to VND 50.000.000 upon an individual;

c) Suspend certificate of registration of representative office operation and securities professional certificate as prescribed in Clause 3 Article 30, Clause 3 Article 32 hereof;

d) Suspend securities transactions as prescribed in Clause 1 Article 34 hereof;

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2. Chairman of SSC shall have the power to:

a) Issue warning;

b) Impose a fine up to 10 times the illegal revenue upon an organization or up to 05 times the illegal revenue upon an individual in case of commission of the violation in Clause 1 Article 35 or Clause 1 Article 36 hereof;

c) Impose a fine up to VND 3.000.000.000 upon an organization or up to VND 1.500.000.000 upon an individual in case of commission of other securities-related violations;

d) Suspend securities trading for a period of 01 - 12 months; suspend certificate of registration of representative office operation or securities professional certificate for a period of 01 - 24 months;

dd) Impose additional penalties and remedial measures specified in Clause 2 and Clause 3 Article 4 hereof.

3. Chairpersons of provincial People’s Committees shall have the power to:

a) Issue warning;

b) Impose a fine up to 10 times the illegal revenue upon an organization or up to 05 times the illegal revenue upon an individual in case of commission of the violation in Clause 1 Article 35 or Clause 1 Article 36 hereof;

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d) Suspend securities trading for a period of 01 - 12 months; suspend certificate of registration of representative office operation or securities professional certificate for a period of 01 - 24 months;

dd) Impose additional penalties and remedial measures specified in Clause 2 and Clause 3 Article 4 hereof.

Article 48. Power to record administrative violations

1. When detecting any violations against regulations on securities and securities market, the title holders specified in Article 47 hereof are entitled to make records of administrative violations as prescribed.

2. When detecting any administrative violations prescribed herein, on-duty finance officials; officials, public employees and competent persons who are performing their tasks under legislative document 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.

Article 49. Suspension of securities activities and securities services

1. When imposing the additional penalty which is suspension of securities 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 7 Article 45, Point a Clause 3 Article 46 hereof, the competent persons specified in Article 47 hereof are entitled to issue decision to suspend one, some or all securities activities and services of the violating organization for a determined period.

2. If one or some securities activities and services are suspended for a determined period, competent officials specified in Article 47 hereof must specify the suspended securities activities and services, suspension period and validity in the suspension decision.

3. The violating entity must immediately suspend one or all of its securities activities and services or other activities specified in the penalty imposition decision and comply with regulations on prohibited or restricted acts during suspension period.

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When imposing the additional penalty which is suspension of securities depositing, clearing and payment services as prescribed in Clause 4 Article 38, Point a Clause 6 Article 39, Clause 5 Article 40 hereof, the competent persons specified in Article 47 hereof are entitled to issue decision to suspend one, some or all of securities depositing, clearing and payment services of the violating organization. A decision on suspension of securities depositing, clearing and payment services must be also sent to VSDCC.

Article 51. Imposition of remedial measures

1. Within a maximum period of 03 business days from the receipt of the decision to impose the remedial measure that is enforced removal or correction of information, the violating entity must disclose the removal or correction of information on 03 continuous issues of a central newspaper and on its website. The violating entity must also notify the information removed or corrected to SSC, VNX and its subsidiaries.

2. The time limit for return of illegal benefits or revenues obtained from the violation is 60 days from the day on which the decision to enforce this measure takes effect.

3. The time limit for enforce the remedial measures in Clause 3 Article 4 of this Decree is 30 days from the day on which the decision to enforce this measure takes effect, except the cases prescribed in Points a, b, dd and e Clause 9 Article 8, Point c Clause 9 Article 8 in case approval from the following 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, Point d Clause 6 Article 17, Point a Clause 7 Article 18, Clause 8 Article 26, Clause 7 Article 27, Point b 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 hereof.

4. The withdrawal of offered or issued securities, and return of payments for securities or deposit (if any) plus interests thereof or deposit prescribed in Points a, dd, e Clause 9 Article 8, Points a, b Clause 5 Article 9, Point a Clause 8 article 10, Points b, c Clause 6 Article 12 hereof are carried out 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 measure, the violating entity must give notification of return of payments for securities or deposit (if any) plus interests 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 to investors, and publish it on 03 continuous issues of a central newspaper and on its website. Interests on payments for securities or deposit payable to an investor shall be calculated from the day on which the investor makes payment until the day on which the violating entity returns money to 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;

b) The violating entity must submit reports to SSC on return of payments for securities or deposit (if any) to investors within a maximum period of 03 business days from the date of completion of the return of money.

5. The return of securities and money to clients in case of commission of the violations in Clause 8 Article 26, Point b Clause 8 Article 32 hereof shall be made as follows:

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b) In case of return of securities to clients due to commission of the violation in Clause 8 Article 26 or Point b Clause 8 Article 32 hereof, the violating entity shall return the number of securities appropriated, kept, lent or used unlawfully plus any amounts of securities or money arising during the period securities are appropriated, kept, lent or used unlawfully.

Chapter IV

IMPLEMENTATION

Article 52. Effect

1. This Decree comes into force from January 01, 2021.

2. The Government’s Decree No. 108/2013/ND-CP dated September 23, 2013 and the Government’s Decree No. 145/2016/ND-CP dated November 01, 2016 shall cease to have effect from the effective date of this Decree.

Article 53. Transition

1. Regulations herein shall apply to the 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.

2. If the violating entity files a complaint against a penalty imposition decision which has been issued before the effective date of this Decree, that complaint shall be settled in accordance with regulations of the Law on penalties for administrative violations, the Government's Decree No. 108/2013/ND-CP dated September 23, 2013 and the Government’s Decree No. 145/2016/ND-CP dated November 01, 2016.

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1. The Minister of Finance shall provide guidelines for methods of calculation of illegal revenues and benefits obtained from the violations prescribed herein and organize the implementation of this Decree.

2. Minister of Finance, 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.

ON BEHALF OF THE GOVERNMENT
THE PRIME MINISTER




Nguyen Xuan Phuc