Decree No. 108/2013/ND-CP on administrative sanctions for violations in the securities and securities market sector

DECREE

Regulations on Administrative Sanctions for Violations

in the securities and securities market sector

_____________________________

Pursuant to the Law on Government Organization"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."The Government issued on December 25, 2001;

Based on the Law on Administrative Sanctions reason Decree No. 09/2019/NĐ-CP dated January 24, 2019 of the Government stipulating the reporting system for administrative agencies;

Based on the Securities Law dated June 29, 2006 and the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP ,No. Article of the Securities Law on November 24, 2010;

Based on the Enterprise Law dated November 29, 2005;iDecree on November 29, 2005;

At the proposal of the Minister of Finance;

h"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."The Government promulgates this Decree on administrative sanctions for violations in the securities and securities market sectori Handling Law dated June 20, 2012"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."in the field of securities;June 2024;and securities market;,

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates acts of administrative violations, forms of administrative sanctions, levels of fines, measures to remedy consequences, sanctioning authorities, and the application of additional administrative sanctions and remedial measures in the securities and securities market sector.

1. Organizations and individuals committing administrative violations related to plant seeds, plant protection, and plant quarantine within the territory of Vietnam.

Individuals and organizations within and outside the country (hereinafter referred to collectively as individuals and organizations) who commit acts violating laws and regulations on securities and the securities market shall be subject to administrative sanctions as prescribed in this Decree.

An organization that is subject to administrative sanctions must identify the individual responsible for causing the administrative violation to determine their legal responsibility and financial obligations according to the law within thirty days from the date of enforcement of the administrative sanction decision, and simultaneously notify the State Securities Commission about the identification of the individual responsible for causing the administrative violation.

Article 3. Forms of Administrative Sanctions and Measures to Remedy Consequences

1. Principal forms of administrative penalty:

For each act of administrative violation in the securities and securities market sector, the violator must bear one of the following main forms of administrative sanctions:

a) Warning;

Warning shall be applied to minor administrative violations committed for the first time with mitigating circumstances.

b) Fine;

The maximum fine for organizations committing violations in the securities and securities market sector is 2,000,000,000 VND, and for individuals it is 1,000,000,000 VND.

The maximum fine for organizations violating the provisions of Clause 3, Article 5 of this Decree is 5% of the total amount of funds raised illegally. The maximum fine for organizations violating the provisions of Clause 5, Article 6 and Clause 2, Article 16 of this Decree is five times the illegal revenue.

that have been offered for sale, issued, refunded to investors the purchase price of securities

The fines prescribed in Clause 2 and Clause 3, Article 11, Clause 3, Article 24, and Clause 1, Article 27 of this Decree only apply to individuals.

c) Suspension of the right to use the registration certificate for representative office activities, securities business license for a period of more than three months up to twenty-four months.

2. Additional forms of punishment:

a) Suspension of stock listing activities, securities trading registration activities; suspension of tender offer periods; suspension of securities business and service activities; suspension of foreign fund management company branch activities in Vietnam; suspension of representative office activities; suspension of securities custody activities or other activities specified in the administrative sanction decision;

b) Suspension of the right to use the registration certificate for representative office activities, securities business license for a period of one month to three months;

c) Confiscation of contraband items and means used to commit administrative violations.

3. Measures to remedy consequences:

a) Compel the recovery of issued securities and refund investors the purchase price of the securities; compel the recovery of additional shares issued;

b) Compel the return of securities and money belonging to customers;

c) Compel the correction of information;

d) Compelling the return of illegal profits obtained from committing the violation;

d) Compel the public tender offer according to the registered plan;

e) Compel the purchase of remaining shares or closed-end fund certificates after the public tender offer;

g) Compel the renunciation of voting rights directly or through authorized representatives on shares obtained from the violation;

h) Compel the transfer of securities to reduce holdings in accordance with regulations;

i) Compel the convening of the Shareholders' Meeting to change the purpose and use of capital from the securities issuance round;

k) Compel the separate custody and management of assets, capital, and securities;

l) Compel explanations and provision of information related to auditing activities;

PART II

ACTS OF ADMINISTRATIVE VIOLATION, FORMS OF ADMINISTRATIVE PENALTY AND MEASURES TO REMEDY CONSEQUENCES

PART 1

VIOLATIONS OF REGULATIONS ON PRIVATE PLACEMENTS OF SHARES IN VIETNAM BY JOINT STOCK COMPANIES AND VIOLATIONS OF REGULATIONS ON PRIVATE ISSUANCES OF BONDS IN VIETNAM

Article 4. Violations of regulations on private placement of shares in Vietnam by public companies, violations of regulations on private issuance of bonds in Vietnam

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for one of the following violations:

a) Failing to implement or implementing incorrectly the provisions on announcing the issuance of bonds;

b) Purchasing back bonds before maturity or exchanging bonds without approval, or purchasing back bonds before maturity or exchanging bonds not in accordance with the approved plan.

2. A fine of from seventy million dong to one hundred million dong shall be imposed for any of the following violations:

a) Failing to amend or supplement the registration documents for private placement of shares or private issuance of bonds when inaccurate information is discovered or important content required in the documents is omitted, or when significant information related to the submitted documents arises;

b) Conducting private placement of shares not in accordance with the registered plan; conducting private issuance of bonds not in accordance with the approved plan;

c) Certifying the transfer of shares or bonds offered privately or issued privately during the restricted transfer period, except as provided by law;

d) Changing the purpose or plan for using capital obtained from the private placement of shares without convening a General Shareholders' Meeting or without authorization from such meeting.

3. A fine of from eighty million dong to one hundred and twenty million dong shall be imposed for any of the following violations:

a) Preparing or certifying registration documents for private placement of shares or private issuance of bonds containing false information or concealing facts or being seriously misleading;

b) Conducting private placement of shares or private issuance of bonds without satisfying the conditions prescribed by law;

c) Conducting private placement of shares without registering with the State Securities Commission or without the State Securities Commission notifying the organization that has registered and publicly announcing on its website the private placement of shares; conducting issuance of convertible bonds or bonds accompanied by warrant rights without registering with the State Securities Commission;

d) Conducting private issuance of bonds without the approval of individuals or organizations authorized to approve the issuance plan.

4. Measures to remedy consequences:

a) An entity committing a violation as stipulated in Clause 3 of this Article must repurchase the shares or bonds already offered or issued and must refund investors the purchase price of the shares or bonds or the deposit (if any), plus interest calculated at the bond's stated rate or the non-term deposit rate of the bank where the entity committed the violation maintains an account for collecting share purchase payments or deposits, within fifteen days from the date of receiving the investor's request. The investor's deadline for submitting the request is sixty days from the date the decision to apply the measure takes effect;

b) Compelling the convening of the nearest General Shareholders' Meeting to discuss changing the purpose or plan for using capital obtained from the private placement of shares for the violation stipulated in Point d of Clause 2 of this Article;

c) Compelling the cancellation or correction of information for the violation stipulated in Point a of Clause 3 of this Article.

PART 2

VIOLATIONS OF REGULATIONS ON PUBLIC OFFER OF SECURITIES IN VIETNAM

Article 5. Violation of regulations on the securities offering registration dossier for public offering in Vietnam

1. A fine of from VND 80,000,000 to VND 120,000,000 shall be imposed on the act of not amending or supplementing the securities offering registration dossier when discovering inaccurate information or missing important content that must be included in the dossier according to the regulations or when important information related to the securities offering registration dossier arises.

2. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed on the act of establishing a confirmation of the securities offering registration dossier containing false information or concealing the truth or serious distortion.

3. A fine of from 1% to 5% of the total amount of funds raised illegally shall be imposed on organizations implementing the act of establishing or confirming the securities offering registration dossier containing fraudulent information as stipulated in Clause 1, Article 121 of the Securities Law.

4. Measures to remedy consequences:

a) Individuals and organizations committing violations as stipulated in Clause 1 and Clause 2 of this Article must recall the securities offered, refund investors the purchase price of the securities or the deposit (if any) plus interest calculated at the non-committed deposit rate of the bank where the individual or organization violating opened an account to collect the purchase price of the securities or the deposit at the time the decision to apply the measure takes effect within fifteen days from the date of receipt of the investor's request. The deadline for investors to submit requests is sixty days from the date the decision to apply the measure takes effect;

b) Organizations committing violations as stipulated in Clause 3 of this Article must recall the securities offered, refund investors the purchase price of the securities or the deposit (if any) plus interest calculated at the non-committed deposit rate of the bank where the organization violating opened an account to collect the purchase price of the securities or the deposit at the time the decision to apply the measure takes effect. The deadline for recalling securities and refunding money to investors is sixty days from the date the decision to apply the measure takes effect;

c) Order to withdraw or correct information for acts violating the provisions as stipulated in Clause 2 and Clause 3 of this Article.

Article 6. Violation of regulations on the implementation of public offerings of securities in Vietnam

1. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed on one of the following violations:

a) Using information outside the Prospectus or information inconsistent with the information in the Prospectus to conduct market sounding before being permitted to implement the public offering of securities; conducting market sounding through mass media;

b) Not complying with the regulations on transferring the proceeds from the offering round into a frozen account or not complying with the regulations on releasing the proceeds from the offering round.

2. A fine of from VND 100,000,000 to VND 150,000,000 shall be imposed on the act of not listing the securities offered to the public for trading on an organized market within one year from the end date of the offering round, except in cases where the conditions for listing securities or registering for trading securities under the law are not met.

3. A fine of from VND 150,000,000 to VND 200,000,000 shall be imposed on one of the following violations:

a) Offering securities not in accordance with the plan registered with the State Securities Commission; distributing securities not in accordance with the law;

b) Changing the purpose or plan for using the funds raised from the offering round without approval from the General Meeting of Shareholders or without authorization from the General Meeting of Shareholders.

4. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed on one of the following violations:

a) Offering securities to the public without meeting the conditions prescribed by law;

b) Offering securities to the public to establish a business entity, except in cases provided for by law;

c) Offering securities to the public without registering with the State Securities Commission.

5. A fine of from one to five times the illegal revenue shall be imposed on organizations conducting public offerings of securities without a certificate of public offering of securities as stipulated in Clause 3, Article 121 of the Securities Law.

6. A fine of from VND 500,000,000 to VND 600,000,000 shall be imposed on foreign organizations conducting public offerings of securities in Vietnam in violation of the commitment not to transfer the raised capital abroad or in violation of the commitment not to withdraw corresponding own capital during the project's approved period.

7. Measures to remedy consequences:

a) Individuals and organizations violating the provisions as stipulated in Clause 2, Point a Clause 3, Clause 4, Clause 5 and Clause 6 of this Article must recall the securities offered, refund investors the purchase price of the securities or the deposit (if any) plus interest calculated at the non-committed deposit rate of the bank where the individual or organization violating opened an account to collect the purchase price of the securities or the deposit at the time the decision to apply the measure takes effect within fifteen days from the date of receipt of the investor's request. The deadline for investors to submit requests is sixty days from the date the decision to apply the measure takes effect;

b) Order to convene the nearest General Meeting of Shareholders to discuss the change in the purpose or plan for using the funds raised from the offering round for the act violating the provisions as stipulated in Point b Clause 3 of this Article.

PART 3

VIOLATIONS OF REGULATIONS ON ISSUING BONDS TO THE INTERNATIONAL MARKET, OFFERING SECURITIES OUTSIDE VIETNAM AND ISSUING NEW SECURITIES AS THE BASIS FOR OFFERING SECURITIES CERTIFICATES ABROAD OR ASSISTING IN ISSUING SECURITIES CERTIFICATES ABROAD BASED ON SHARES ALREADY ISSUED IN VIETNAM

Article 7. Violations concerning the issuance of bonds to the international market, offering securities abroad, and issuing new securities as the basis for offering depositary receipts for securities abroad or supporting the issuance of depositary receipts for securities abroad based on shares issued in Vietnam.ứforeign securities and issuance of foreign securities;ứnewly issued securities as the basis for offering;For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract. foreign depositary receipts or supporting the issuance of foreign depositary receipts based on;in shares already issued in Vietnam;

1. A fine of from VND 80,000,000 to VND 120,000,000 shall be imposed on the act of not amending or supplementing the documents and materials regarding the issuance of bonds to the international market, offering securities abroad, issuing new securities as the basis for offering depositary receipts for securities abroad or supporting the issuance of depositary receipts for securities abroad based on shares issued in Vietnam when inaccurate information or important omissions are discovered, or when significant information related to the submitted documents and materials arises, according to the provisions that must be included in the documents and materials or when important information related to the submitted documents and materials occurs.

2. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed on one of the following violations:

a) Issuing bonds to the international market, offering securities abroad, issuing new securities as the basis for offering depositary receipts for securities abroad or supporting the issuance of depositary receipts for securities abroad based on shares issued in Vietnam without meeting the conditions prescribed by law;

b) Issuing bonds to the international market, offering securities abroad, issuing new securities as the basis for offering depositary receipts for securities abroad or supporting the issuance of depositary receipts for securities abroad based on shares issued in Vietnam without registering with the competent state agency or without being reviewed and approved or having a written opinion from the competent agency or organization.

3. A fine of from VND 400,000,000 to VND 500,000,000 shall be imposed on the act of preparing and certifying documents and materials regarding the issuance of bonds to the international market, offering securities abroad, issuing new securities as the basis for offering depositary receipts for securities abroad or supporting the issuance of depositary receipts for securities abroad based on shares issued in Vietnam containing false information, concealing the truth, or serious misrepresentation.

4. Measures to remedy consequences:

Order to revoke and correct the information for the violation stipulated in Clause 3 of this Article.

PART 4

VIOLATIONS OF THE PROVISIONS ON ADDITIONAL ISSUE OF SHARES

Article 8. Violations concerning the additional issue of shares

1. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed on one of the following violations:

a) Not amending or supplementing the documents and materials for the additional issue of shares when inaccurate information or important omissions are discovered, or when significant information related to the submitted documents and materials arises, according to the provisions that must be included in the documents and materials or when important information related to the submitted documents and materials occurs;

b) Conducting the additional issue of shares not in accordance with the reported plan or registration with the State Securities Commission.

2. A fine of from VND 100,000,000 to VND 150,000,000 shall be imposed on one of the following violations:

a) Preparing and certifying the documents and materials for reporting the additional issue of shares containing false information, concealing the truth, or serious misrepresentation;

b) Conducting the additional issue of shares but not reporting to the State Securities Commission or having reported but not receiving a written notification from the State Securities Commission about the receipt of complete documents and materials on the additional issue of shares;

c) Conducting the additional issue of shares but not registering with the State Securities Commission or having registered but not receiving approval from the State Securities Commission;

d) Conducting the additional issue of shares without meeting the conditions prescribed by law.

3. Measures to remedy consequences:

a) Order to revoke and correct the information for the violation stipulated at Point a Clause 2 of this Article;

b) Order to recall the additional issued shares within sixty days from the date this decision takes effect for the violations stipulated at Point b Clause 1 and Clause 2 of this Article.

SECTION 5

VIOLATIONS OF THE OBLIGATIONS OF PUBLIC JOINT STOCK COMPANIES

Article 9. Violations concerning the registration dossier of public joint stock companies

1. Warning for the act of submitting the registration dossier of a public joint stock company beyond the prescribed deadline up to one month.

2. Fine from five million dong to ten million dong for the act of submitting the registration dossier of a public joint stock company beyond the prescribed deadline from over one month to twelve months.

3. Fine from thirty million dong to fifty million dong for one of the following violations:

a) Not submitting or submitting the registration dossier of a public joint stock company beyond the prescribed deadline over twelve months;

b) The registration dossier of a public joint stock company contains inaccurate information about the shareholder structure or the most recent annual financial report.

Article 10. Violations concerning the obligations of public joint stock companies

1. Warning for the act of not notifying or notifying out of time the Securities Commission when no longer meeting the conditions to be a public joint stock company as stipulated in Article 25 of the Securities Law.

2. Fine from thirty million dong to fifty million dong for one of the following violations:

a) Not registering, depositing securities centrally at the Securities Depository Center;

b) Violating regulations on exercising rights, registering, and depositing securities at the Securities Depository Center.

Article 11. Violations concerning corporate governance of public joint stock companies

1. Warning for the act of not establishing internal rules on corporate governance according to the law.

2. Fine from thirty million dong to fifty million dong for members of the Board of Directors, members of the Supervisory Board, General Director or Managing Director, and persons authorized to disclose information of public joint stock companies who violate regulations on providing information to shareholders and the Supervisory Board.

3. Fine from fifty million dong to seventy million dong for members of the Board of Directors, members of the Supervisory Board, General Director or Managing Director, and other management staff of public joint stock companies who do not fully comply with their responsibilities and obligations under corporate governance regulations; violating regulations on preventing conflicts of interest and transactions with related parties.

4. Fine from seventy million dong to one hundred million dong for violating legal regulations on corporate governance regarding the rights of shareholders, election, dismissal, and removal of members of the Board of Directors and the Supervisory Board, convening, organizing meetings, and passing decisions of the Shareholders' Meeting, the Board of Directors, and the Supervisory Board.

5. Measures to remedy consequences:

Order to return illegal profits obtained for the public joint stock company due to the implementation of the violation stipulated in Clause 3 of this Article.

SECTION 6

VIOLATIONS OF REGULATIONS ON PURCHASING AND SELLING TREASURY SHARES

Article 12. Violations concerning purchasing and selling treasury shares

1. Fine from thirty million dong to fifty million dong for failing to comply with regulations on sources of purchasing shares, and the interval between share repurchase and the nearest sale of treasury shares.

2. A fine of from seventy million dong to one hundred million dong shall be imposed for any of the following violations:

a) Purchasing shares, selling treasury shares without reporting to the Securities Commission as required by law or having reported but not yet receiving a notification from the Securities Commission confirming receipt of all documents on share repurchase and treasury share sales;

b) Purchasing shares, selling treasury shares before meeting the required conditions under the law;

c) Repurchasing shares when prohibited by law;

d) Changing intentions or plans for share repurchase and treasury share sales contrary to legal regulations;

đ) Purchasing shares, selling treasury shares not in accordance with the plan reported to the Securities Commission or the publicly disclosed information.

3. Measures to remedy consequences:

Order to return illegal profits obtained due to the implementation of the violation stipulated in Clause 2 of this Article.

PART 7

VIOLATIONS OF REGULATIONS ON PUBLIC TENDER OFFERS

Article 13. Violations of regulations on public tender offers

1. A fine of from 100,000,000 VND to 150,000,000 VND shall be imposed on any of the following violations:

a) Directly or indirectly purchasing or committing to purchase shares, subscription rights to shares, and convertible bonds of the target company or fund certificates of the target investment fund, subscription rights to fund certificates of the target investment fund outside the public tender offer period;

b) Selling or committing to sell shares or closed-end fund certificates that are being publicly tendered;

c) Treating holders of the same type of shares, subscription rights to shares, and convertible bonds or closed-end fund certificates being publicly tendered unfairly;

d) Providing private information to some shareholders or investors or providing information at different levels or at different times to shareholders or investors;

đ) Conducting a public tender offer not in accordance with the prescribed time or the time registered with the State Securities Commission;

e) Refusing to purchase shares from shareholders of the target company or fund certificates from investors of the target investment fund during the public tender offer process;

g) Purchasing shares of the target company or fund certificates of the target investment fund under terms other than those published in the public tender offer registration;

h) Not implementing or implementing the purchase of remaining shares or closed-end fund certificates after completing the public tender offer not in accordance with the prescribed time or implementing with price and payment conditions not similar to those of the public tender offer;

i) Not reporting or disclosing information about the public tender offer or reporting or disclosing information about the public tender offer not in accordance with the law.

2. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on securities companies acting as agents for public tender offers that commit any of the following violations:

a) Failing to guide individuals or organizations to conduct public tender offers in accordance with the regulations so that individuals or organizations conducting public tender offers violate the provisions of Clause 1 of this Article;

b) Failing to ensure that individuals or organizations conducting public tender offers have sufficient funds to implement the tender offer at the officially announced tender offer time.

3. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on any of the following violations:

a) Failing to register a public tender offer in accordance with the law;

b) Implementing a public tender offer when the State Securities Commission has not issued an approval document for the tender offer registration;

c) Withdrawing a public tender offer proposal without the State Securities Commission's approval.

4. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on the act of taking advantage of knowledge of information about a public tender offer to trade securities for oneself or providing information, inciting, or enticing others to buy or sell securities before the official public tender offer time.

5. Additional forms of punishment:

Suspend the tender offer period for two months for violations of the provisions set out in Points a, b, c, and d of Clause 1 of this Article.

6. Measures to remedy consequences:

a) Compel to conduct a public tender offer according to the registered plan for violations of the provisions set out in Points e and g of Clause 1 and Point c of Clause 3 of this Article;

b) Compel to purchase the remaining shares or closed-end fund certificates after completing the public tender offer for violations of the provisions set out in Point h of Clause 1 of this Article;

c) Compel to relinquish voting rights directly or through authorized representatives on the shares obtained from violations of the provisions set out in Points a and b of Clause 3 of this Article and must transfer such shares to reduce the holding ratio below 25% of the outstanding shares of a public company within a maximum period of six months;

d) Compel to return the illegal profits obtained from implementing the violations set out in Points a and b of Clause 3 and Clause 4 of this Article.

PART 8

VIOLATIONS OF REGULATIONS ON LISTING SECURITIES AND REGISTERING SECURITIES TRANSACTIONS BY LISTED ENTITIES AND REGISTERED TRANSACTION ENTITIES

Article 14. Violations of regulations on listing securities and registering securities transactions

1. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the act of not processing procedures for changing registration of listed securities or registering securities transactions, or implementing supplementary listing of securities or registering supplementary securities transactions beyond the time limit prescribed by law.

2. A fine of from VND 80,000,000 to VND 120,000,000 shall be imposed on the act of not amending or supplementing the registration dossier of listed securities or registered securities transactions when inaccurate information is discovered or important content required to be included in the dossier is omitted, or when significant information related to the submitted dossier arises.

3. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed on the act of preparing or certifying a registration dossier of listed securities or registered securities transactions containing false information or concealing the truth or serious distortion.

4. A fine of from VND 1,800,000,000 to VND 2,000,000,000 shall be imposed on the act of preparing or certifying a forged dossier to list securities or register securities transactions.

5. Additional forms of punishment:

Suspension of securities listing activities or securities transaction registration activities for a period of from one month to three months for violations stipulated in Clause 3 and Clause 4 of this Article.

6. Measures to remedy consequences:

a) Order to withdraw or correct false information for violations stipulated in Clause 3 and Clause 4 of this Article;

b) Order to return illegal profits obtained through the implementation of violations stipulated in Clause 3 and Clause 4 of this Article.

Article 15. Violations of regulations on listing securities of domestic issuers at foreign stock exchanges

1. A fine of from VND 80,000,000 to VND 120,000,000 shall be imposed on the act of not amending or supplementing the registration dossier of listed securities at a foreign stock exchange when inaccurate information is discovered or important content required to be included in the dossier is omitted, or when significant information related to the submitted dossier arises.

2. A fine of from VND 100,000,000 to VND 150,000,000 shall be imposed on a securities issuer that has established a basis for offering depositary receipts abroad but fails to report to the State Securities Commission about the registration of depositary receipt listings at a foreign stock exchange.

3. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed on one of the following violations:

a) Failure to submit the registration dossier of listed securities at a foreign stock exchange to the State Securities Commission as prescribed by law;

b) Listing securities at a foreign stock exchange without approval from the State Securities Commission.

4. A fine of from VND 400,000,000 to VND 500,000,000 shall be imposed on the act of preparing or certifying a registration dossier of listed securities at a foreign stock exchange containing false information or concealing the truth or serious distortion.

5. Measures to remedy consequences:

Order to withdraw or correct false information for violations stipulated in Clause 4 of this Article.

SECTION 9

VIOLATIONS OF PROVISIONS ON THE ORGANIZATION OF SECURITIES EXCHANGE MARKETS

Article 16. Violations of provisions on the organization of securities exchange markets

1. A fine of from 1,800,000,000 dong to 2,000,000,000 dong shall be imposed on organizations that organize securities trading markets contrary to the provisions of the law in cases where there is no illegal income.

2. A fine of from one time to five times the amount of illegal income as prescribed in Clause 1, Article 124 of the Securities Law shall be imposed on organizations that organize securities trading markets contrary to the provisions of the law in cases where there is illegal income but the fine shall not be lower than the maximum fine prescribed in Clause 1 of this Article.

3. Additional forms of punishment:

Suspension of securities business and service activities for a period of from one month to three months shall be imposed on violations of provisions on the organization of securities trading markets.

4. Measures to remedy consequences:

Order to return illegal profits obtained due to the implementation of the violation stipulated in Clause 2 of this Article.

Article 17. Violations of provisions on the management of listing by the securities exchange

1. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on the securities exchange that fails to promptly handle cases where listed organizations fail to maintain the necessary conditions for listing as prescribed.

2. A fine of from 300,000,000 dong to 400,000,000 dong shall be imposed on the securities exchange that approves or cancels listings contrary to the provisions.

Article 18. Violations of provisions on the management of members by the securities exchange

1. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on the securities exchange that fails to promptly handle cases where trading members fail to maintain the necessary conditions for membership or fail to fully comply with their obligations as members according to the rules of the securities exchange.

2. A fine of from 300,000,000 dong to 400,000,000 dong shall be imposed on the securities exchange that approves or cancels the status of a member of a securities company contrary to the provisions.

Article 19. Violations of provisions on trading and supervision by the securities exchange

1. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on the securities exchange that commits one of the following violations:

a) Organizing trading of new types of securities, changing and applying new trading methods, putting new trading systems into operation without the approval of the State Securities Commission;

b) Failing to promptly handle violations of trading regulations or failing to properly supervise trading activities as prescribed, resulting in violations.

2. A fine of from 300,000,000 dong to 400,000,000 dong shall be imposed on the securities exchange that fails to temporarily suspend, halt, or cancel securities transactions according to the trading rules of the securities exchange when necessary to protect investors.

SECTION 10

VIOLATIONS OF PROVISIONS ON SECURITIES BUSINESS AND SECURITIES PRACTICES

Article 20. Violations of provisions on establishment and operation licenses

1. A fine of from 5,000,000 dong to 10,000,000 dong shall be imposed on securities companies, fund management companies, investment securities companies, branches of securities companies, or foreign fund management companies in Vietnam using names or changing names of companies, branches, representative offices, or trading offices contrary to the provisions of the law.

2. A fine of from 10,000,000 dong to 30,000,000 dong shall be imposed on branches of securities companies or foreign fund management companies in Vietnam that fail to implement procedures to adjust branch establishment and operation licenses as prescribed by law.

3. A fine of from 50,000,000 dong to 70,000,000 dong shall be imposed on securities companies, fund management companies, investment securities companies, branches of securities companies, or foreign fund management companies in Vietnam that fail to amend or supplement license application documents when discovering inaccurate information or missing important content required in the documents or when significant information related to submitted documents arises.

4. A fine of from 70,000,000 dong to 100,000,000 dong shall be imposed on securities companies, fund management companies, investment securities companies, branches of securities companies, or foreign fund management companies in Vietnam that commit one of the following violations:

a) Establishing, closing domestic and foreign branches, representative offices, trading offices, or investing abroad without the approval of the State Securities Commission;

b) Implementing mergers, acquisitions, spin-offs, conversions, dissolutions before the due date, or suspensions of operations without the approval of the State Securities Commission, except as otherwise provided by law.

5. A fine of from 100,000,000 dong to 150,000,000 dong shall be imposed on one of the following violations:

a) Altering, tampering with licenses;

b) Borrowing, renting, or transferring licenses or lending, renting, or transferring licenses;

c) Conducting securities business or providing securities services at locations not approved by the State Securities Commission or changing the location of headquarters, branches, representative offices, or trading offices without the approval of the State Securities Commission;

d) Conducting securities business or providing securities services without meeting the necessary conditions as prescribed by law.

6. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on one of the following violations:

a) Engaging in securities business or providing securities services without a license or approval from the State Securities Commission; providing financial services without a written opinion from the State Securities Commission or without guidance from competent authorities;

b) Operating contrary to the contents specified in the license.

7. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on the act of preparing or confirming license application documents containing false information or concealing facts or serious discrepancies.

8. Additional forms of punishment:

Suspension of securities business and service activities for a period of from one month to three months shall be imposed on violations prescribed in Points b, c, d of Clause 5, Clause 6, and Clause 7 of this Article.

9. Remedial measures:

Order to surrender the illegal profits obtained from implementing the violations stipulated in Clauses 4, 5, and 6 of this Article.

Article 21. Violations concerning securities company activities

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on a securities company that commits any of the following violations:

a) Failing to issue fully or failing to comply with internal procedures, business procedures, internal control procedures, risk management procedures, and appropriate professional conduct rules corresponding to the company's business operations;

b) Failing to comply with the provisions of the Securities Law, the Enterprise Law, and other laws governing corporate governance and management;

c) Establishing, confirming, or failing to amend and supplement registration files for online securities trading services containing inaccurate information or omitting important contents required by regulations;

d) Not collecting and updating complete customer information except where customers do not provide complete information; not providing timely, complete, and truthful information to customers;

d) Not maintaining separate offices, personnel, data systems, and reports between business units; not establishing a customer communication and complaint resolution department.

2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on a securities company that commits any of the following violations:

a) Failing to retain complete files, documents, and certificates related to the company's activities; retained files, documents, and certificates do not accurately reflect detailed transactions of customers and the company;

b) Opening securities trading accounts for customers, receiving orders from customers, and executing customer trading orders contrary to legal regulations;

c) Violating the responsibilities of securities companies in providing securities investment advisory services and financial advisory services; engaging in prohibited acts in securities investment advisory services and financial advisory services;

d) Accepting mandates to manage individual investors' securities trading accounts contrary to legal regulations;

đ) Failing to establish and maintain internal audit systems, internal control systems, and risk management systems as prescribed by law; failing to monitor and prevent conflicts of interest among customers or between the securities company, securities practitioners, and customers as prescribed by law;

e) Making statements or guarantees to customers about expected income or profits from their investments or guaranteeing that customers will not incur losses, except when investing in fixed-income securities;

3. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on a securities company that commits any of the following violations:

a) Engaging in actions that mislead customers and investors about the price of securities;

b) Agreeing or offering specific interest rates or sharing profits or losses with customers to attract them to participate in trading;

c) Settling transactions with persons who are not the account holders without a written authorization from the account holder;

d) Disclosing customer information unless permitted by law or at the request of competent state management agencies; failing to provide or providing incomplete, inaccurate, or untimely information about customers as requested by the State Securities Commission;

đ) Violating regulations on proprietary securities trading; violating regulations on conditions and restrictions on underwriting securities issuance; violating regulations on securities company investment restrictions;

e) Conducting transactions that change ownership of shares or capital contributions contrary to legal regulations; increasing or decreasing the registered capital contrary to legal regulations;

g) Violating regulations on margin trading in securities;

h) Purchasing or allowing customers to purchase securities without sufficient funds as required, except as otherwise provided by law;

4. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on a securities company that commits any of the following violations:

a) Failing to establish a segregated management system for customer funds or failing to separately manage customer securities trading deposits; directly receiving and paying out customer securities trading funds; accepting customer mandates to transfer funds internally between customer accounts;

b) Violating regulations on managing customer securities;

c) Violating regulations on borrowing limits or lending limits;

d) Using the company's capital and assets to lend contrary to legal regulations;

5. Additional forms of punishment:

Suspend the securities business operations of a securities company for a period of one to three months for violations stipulated in Points c, đ, g Clause 3 and Clause 4 of this Article.

Article 22. Violations concerning the activities of fund management companies and foreign fund management company branches in Vietnam

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on fund management companies that commit one of the following violations:

a) Committing acts prohibited under Points a, b, and d Clause 1 Article 21 of this Decree;

b) Not entering into a written contract with customers when providing services to them, or the contracts entered into with customers do not contain all the required contents as stipulated by law;

c) Not complying with the investment fund charter, securities investment company charter, and investment management contract;

d) Not maintaining separate headquarters, equipment, computer systems, and information technology infrastructure from other economic organizations; not maintaining separate databases between business units that may have conflicting interests within the company;

đ) Not promptly, fully, and truthfully providing information to depositary banks and supervisory banks as prescribed by law.

2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on fund management companies and foreign fund management company branches in Vietnam that commit one of the following violations:

a) Not establishing internal control systems, internal audit departments as prescribed; not ensuring that personnel structures in internal control departments and internal audit departments meet the prescribed conditions; not monitoring and preventing conflicts of interest among customers or between fund management companies, securities practitioners, and customers as prescribed by law;

b) Violating regulations regarding the responsibilities of fund management companies in executing securities investment advisory services; committing prohibited acts in securities investment advisory services;

c) Not properly executing the allocation process for trading orders and transaction assets when conducting transactions for investment funds, securities investment companies, entrusted investors, and the company itself;

d) Being a buyer or seller in transactions involving entrusted investment assets contrary to the provisions of the law;

đ) Not adhering to investment ratios or failing to adjust investment portfolios as prescribed by law;

e) Not properly implementing regulations on delegating activities of fund management companies;

g) Making statements or guarantees to customers about expected income or profits from their investments or guaranteeing that customers will not incur losses; agreeing on specific interest rates or sharing profits or losses with customers; making investment decisions on behalf of customers except where provided by law;

3. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on fund management companies that commit one of the following violations:

a) Committing acts prohibited under Points b, d, and e Clause 3 Article 21 of this Decree;

b) Not properly executing procedures, incorrectly valuing fund certificates, net asset values, and investment portfolio values of funds, securities investment companies, and entrusted investors;

c) Violating regulations on restrictions on the activities of fund management companies, related parties of fund management companies, and employees working at fund management companies; violating regulations on restrictions on the activities of securities investment companies; violating regulations on real estate investment funds;

d) Not ensuring that the investment of assets of individual and organizational foreign entrusted customers complies with legal regulations on foreign exchange management and ownership ratios in Vietnamese enterprises;

4. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on fund management companies that commit one of the following violations:

a) Engaging in acts to evade legal obligations, limit the scope of compensation and financial liability of fund management companies, transfer risks from fund management companies to investors, or compel investors to unfairly fulfill compensation obligations;

b) Using assets of investment funds and securities investment companies to invest in those same investment funds and securities investment companies or other investment funds and securities investment companies established and operating in Vietnam, or contributing capital to joint ventures, joint operations, or financial investments in the same fund management company and its related parties;

c) Conducting financial investments, purchasing shares, equity contributions, bonds, participating in the establishment of enterprises, holding shares in violation of regulations;

d) Borrowing funds to finance the activities of investment funds and securities investment companies contrary to legal regulations;

đ) Using assets of investment funds and securities investment companies, entrusted assets to settle debts, lend, or guarantee any loans of the company, related parties of the company, or any counterparties;

e) Lending or transferring funds of the company to organizations or individuals contrary to legal regulations;

g) Lending or borrowing securities or other assets from customers; acting as an intermediary for transactions between customers and third parties;

h) Not depositing and separately managing the assets and capital of each entrusted investor, each investment fund, and each securities investment company managed by the fund management company; not separating entrusted assets, assets of investment funds, assets of securities investment companies, and the company's own assets;

i) Using entrusted customer capital to invest contrary to legal regulations;

k) Colluding with securities companies to execute excessive transactions on securities in the investment portfolio of a fund managed by the fund management company so that the securities company can benefit from brokerage fees;

5. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on foreign fund management company branches in Vietnam that commit one of the following violations:

a) Violating regulations on raising and managing funds and assets in Vietnam;

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

c) Using entrusted assets contrary to legal regulations;

d) Issuing securities to raise capital for themselves in Vietnam;

đ) Transferring profits abroad contrary to legal regulations;

e) Failing to keep separate records and manage separately the assets and capital of each entrusted investor, of each investment fund, of the securities investment company managed by the branch; failing to separate entrusted assets, assets of the investment fund, assets of the securities investment company, and assets of the branch itself.

6. Additional forms of punishment:

a) Suspend the business and securities service activities of the fund management company for a period of from one month to three months for violations stipulated in Point c Clause 3 and Points đ, e, h, i Clause 4 of this Article;

b) Suspend the operations of the branch of a foreign fund management company in Vietnam for a period of from one month to three months for violations stipulated in Clause 5 of this Article.

7. Measures to remedy consequences:

a) Compel the return of illegal profits obtained through the implementation of violations stipulated in Clauses 2, 3, 4, and 5 of this Article;

b) Compel the keeping of separate records and managing separately the assets and capital of each entrusted investor, of each investment fund, of the securities investment company managed by the company or branch; compel the separate management of entrusted assets, assets of the investment fund, assets of the securities investment company, and assets of the company or branch itself for a period of six months for violations stipulated in Point h Clause 4 and Point e Clause 5 of this Article.

Article 23. Violations concerning the operation of a single securities investment company self-managing its capital

1. Imposing a fine of from VND 50,000,000 to VND 70,000,000 on a single securities investment company self-managing its capital that commits one of the following violations:

a) Failing to amend or supplement the registration documents for establishing a single securities investment company self-managing its capital when discovering inaccurate information or missing important content required in the documents or when significant information related to the submitted documents arises;

b) Failing to establish a valuation process for net asset value of the securities investment company or failing to determine the net asset value or incorrectly valuing the net asset value of the securities investment company.

2. Imposing a fine of from VND 70,000,000 to VND 100,000,000 on a single securities investment company self-managing its capital that commits one of the following violations:

a) Participating in constructing, implementing, and developing real estate projects;

b) Violating regulations on limitations on the activities of a securities investment company;

c) Conducting transactions that change ownership of shares or equity contributions not in accordance with the law; increasing or decreasing the registered capital not in accordance with the law.

3. Imposing a fine of from VND 200,000,000 to VND 300,000,000 on a single securities investment company self-managing its capital that prepares or confirms registration documents for establishing a single securities investment company self-managing its capital containing false information or concealing facts or serious distortions.

4. Measures to remedy consequences:

Order to revoke and correct the information for the violation stipulated in Clause 3 of this Article.

Article 24. Violations concerning the representative office of a securities trading organization

1. Imposing a fine of from VND 10,000,000 to VND 30,000,000 on a securities trading organization that fails to follow legal procedures for adjusting, amending, supplementing, reissuing, or terminating the registration certificate for the representative office's operations.

2. Imposing a fine of from VND 50,000,000 to VND 70,000,000 on a securities trading organization that commits one of the following acts:

a) Operating a representative office without meeting the conditions stipulated by law; failing to register the representative office's operations according to the law or operating a representative office without obtaining a registration certificate for the representative office's operations;

b) Acting as a representative for another organization; transferring the registration certificate for the representative office's operations to another individual or organization;

c) Altering or modifying the content within the registration certificate for the representative office's operations.

3. Imposing a fine of from VND 70,000,000 to VND 100,000,000 on the head of the representative office of a securities trading organization who conducts business in Vietnam or engages in securities trading or manages capital and assets for investors or foreign securities trading organizations contrary to the law.

4. Revoking the right to use the registration certificate for the representative office's operations for a period of from eighteen months to twenty-four months for a securities trading organization that commits one of the following acts:

a) Preparing or confirming application documents for issuing a registration certificate for the representative office's operations containing false information or serious distortions;

b) Operating the representative office contrary to its purpose or operating outside the scope specified in the registration certificate for the representative office's operations.

5. Additional forms of punishment:

a) Suspending the operations of the representative office for a period of from one month to three months for violations stipulated in Points a and b Clause 2 of this Article;

b) Revoking the right to use the registration certificate for the representative office's operations for a period of from one month to three months for violations stipulated in Clause 3 of this Article.

6. Measures to remedy consequences:

Compel the return of illegal profits obtained through the implementation of violations stipulated in Clauses 2, 3, and 4 of this Article.

Article 25. Violation of provisions on establishment of member funds

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of not amending or supplementing the establishment dossier of a member fund when inaccurate information is discovered or important content is omitted from the dossier as required by law, or when significant information related to the submitted dossier arises.

2. A fine of from seventy million dong to one hundred million dong shall be imposed for any of the following violations:

a) Using mass media to advertise, solicit capital contributions, or conduct market research during the establishment of a member fund;

b) Implementing an increase or decrease in registered capital contrary to legal regulations.

3. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed for one of the following violations:

a) Not reporting the establishment of a member fund as prescribed by law or establishing a member fund without meeting the conditions stipulated by law;

a) Not reporting or reporting untimely about risks or asset losses of the fund.

4. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed for the act of preparing or certifying an establishment dossier of a member fund containing false information, concealing facts, or serious discrepancies.

5. Measures to remedy consequences:

Order to withdraw or correct false information for violations stipulated in Clause 4 of this Article.

Article 26. Violation of provisions on management of securities practitioners and securities practice

1. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed for one of the following violations:

a) Not reporting or reporting untimely when changing securities practitioners;

b) Not allocating sufficient securities practitioners for each business activity as prescribed; allocating a person with a securities practice certificate to perform activities not suitable with the type of securities practice certificate issued according to the law.

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for one of the following violations:

a) Allocating a person without a securities practice certificate to perform activities or positions that require a securities practice certificate according to the law;

b) Not changing or transferring from a specialized position for a person with a securities practice certificate who has had their certificate revoked;

c) Not reporting or reporting untimely when discovering a securities practitioner committing a violation as prescribed in Clause 3 and Clause 4 of this Article.

3. Revocation of the right to use the securities practice certificate for a period of six months to twelve months for a securities practitioner committing one of the following violations, except where otherwise provided by law:

a) Simultaneously working for another organization having ownership relations with the securities company or the fund management company where they work;

b) Work simultaneously for another securities company or fund management company;

c) Simultaneously serving as Director or General Manager of an organization issuing securities to the public or listed on a stock exchange;

d) Simultaneously opening a securities trading account at another securities company.

4. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed for one of the following violations:

a) Lending or renting out a securities practice certificate or lending or renting out a securities practice certificate;

b) Altering or tampering with a securities practice certificate.

5. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed for one of the following violations:

a) Changing the priority order of customer orders; taking advantage of access to customer order information before it is entered into the trading system to place orders for oneself or other individuals or organizations based on anticipated information in the customer's transaction order that could significantly affect the price of securities to profit from changes in the price of securities;

b) Using the name or account of a customer to register or trade securities;

c) Conducting securities purchases or sales on a customer's entrusted trading account beyond the scope of the entrustment, the value of the entrusted assets, and the customer's investment objectives.

6. A fine of from 200,000,000 dong to 300,000,000 dong shall be imposed on one of the following violations:

a) Misappropriating securities or money belonging to customers or holding securities or money belonging to customers under the custody account in the name of the securities company;

b) Lending money or securities from a customer's account;

c) Using customer securities as collateral;

d) Using accounts or money or securities in a customer's account without authorization from the securities company according to the customer's entrustment to the securities company in writing;

đ) Selling or allowing customers to sell securities when not owning such securities or lending securities to customers, except as otherwise provided by law.

7. Additional forms of administrative sanction:

a) Revocation of the right to use the securities practice certificate for a period of one month to three months for violations as prescribed in Point a, Clause 4, Clause 5, and Clause 6 of this Article;

b) Suspension of securities business and service operations of securities companies and fund management companies for a period of one month to three months for violations as prescribed in Clause 5 and Clause 6 of this Article.

8. Measures to remedy consequences:

Compel the return of securities and money belonging to customers within sixty days from the date this measure becomes effective for violations as prescribed in Points a, b, c, and d, Clause 6 of this Article.

PART 11

VIOLATIONS OF PROVISIONS ON SECURITIES TRANSACTIONS

Article 27. Violations of provisions on transactions by founding shareholders, internal shareholders, internal investors of closed-end investment funds, major shareholders, investors holding five percent or more of fund certificates of a closed-end investment fund, persons authorized to disclose information, and related parties

1. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on members of the Board of Directors, General Director or Managing Director, Deputy General Director or Deputy Managing Director, Chief Accountant, financial managers, accounting managers, and other company management personnel of public companies who carry out buying and selling or selling and buying of securities of public companies outside the prescribed time limit.

2. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the failure to report, or reporting outside the prescribed time limit, to public companies, fund management companies, State Securities Commission, and Stock Exchanges when there is a change in the quantity of shares or fund certificates held exceeding thresholds of one percent of the number of shares or fund certificates.

3. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following violations:

a) Failure to report or reporting incompletely, inaccurately, or outside the prescribed time limit before carrying out transactions; failure to report or reporting incompletely, inaccurately, or outside the prescribed time limit about the results of carrying out transactions or about reasons for not being able to carry out transactions or not completing the registered volume;

b) Carrying out transactions outside the transaction time registered or carrying out securities transactions that do not conform to the content registered or do not comply with legal regulations.

4. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed for one of the following violations:

a) Failure to report or reporting outside the prescribed time limit about ownership to public companies, fund management companies, State Securities Commission, and Stock Exchanges;

b) Reporting about ownership that does not contain all required contents according to legal regulations;

c) Failure to report or reporting outside the prescribed time limit to public companies, fund management companies, State Securities Commission, and Stock Exchanges when the first change in the quantity of shares held makes them no longer a major shareholder or no longer an investor holding five percent or more of fund certificates of a closed-end investment fund;

d) Transferring shares or capital contributions during the restricted transfer period as prescribed by law.

5. Measures to remedy consequences:

Forced to return illegal profits obtained from carrying out violations stipulated in Clause 1 of this Article to the public company.

Article 28. Violations of provisions on securities transactions and holdings by investors

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for one of the following violations:

a) Violation of the ratio of securities holdings by foreign investors; violation of regulations on the activities of foreign investors in the Vietnamese securities market;

b) Violation of regulations on the ratio of share capital or capital contributions of securities companies and fund management companies;

c) Violation of regulations on opening securities trading accounts, margin securities trading accounts, and authorized trading accounts;

d) Violation of regulations on intraday trading.

2. A fine of from VND 100,000,000 to VND 150,000,000 shall be imposed on the act of carrying out one or several transactions to conceal actual ownership of a security to evade the obligation to disclose information as prescribed.

3. Measures to remedy consequences:

a) Forced to return illegal profits obtained from carrying out violations stipulated in Clause 1 of this Article;

b) Forced to transfer shares within a maximum period of sixty days to reduce holdings in accordance with the prescribed ratio for violations stipulated at Points a and b of Clause 1 of this Article.

Article 29. Violation of Prohibited Transactions

1. A fine of from 800,000,000 VND to 1,000,000,000 VND shall be imposed for internal transactions.

2. A fine of from 1,200,000,000 VND to 1,400,000,000 VND shall be imposed for fraudulent acts or creating and disseminating false information with the aim of enticing or inciting the purchase or sale of securities.

3. A fine of from 1,000,000,000 VND to 1,200,000,000 VND shall be imposed for market manipulation transactions in securities.

4. Additional forms of administrative punishment:

Suspension of securities business and service activities or revocation of the right to use the securities professional certificate for a period of from 01 month to 03 months for violations stipulated in Clause 1, Clause 2, and Clause 3 of this Article.

5. Measures to remedy consequences:

a) Compel the return of illegal profits obtained through the implementation of violations stipulated in Clause 1, Clause 2, and Clause 3 of this Article;

b) Compel the cancellation or correction of information for violations stipulated in Clause 2 of this Article.

SECTION 12

VIOLATIONS OF REGULATIONS ON SECURITIES REGISTRATION, SAFEKEEPING, NETTING, AND PAYMENT, SUPERVISION BANKS, AND SAFEKEEPING BANKS

Article 30. Violations of regulations on registration for safekeeping activities

1. A fine of from 30,000,000 VND to 50,000,000 VND shall be imposed on securities companies and commercial banks that fail to register as safekeeping members, branch safekeeping members, and securities safekeeping activities within the prescribed time limit.

2. A fine of from 50,000,000 VND to 70,000,000 VND shall be imposed on securities companies and commercial banks that conduct securities safekeeping activities without meeting the required conditions under the law; conducting securities safekeeping activities without being issued a securities safekeeping activity registration certificate or without approval from the State Securities Commission.

3. A fine of from 100,000,000 VND to 120,000,000 VND shall be imposed on securities companies and commercial banks that submit false, misleading, or seriously inaccurate information when registering for securities safekeeping activities or branch securities safekeeping activities.

4. Additional forms of administrative punishment:

Suspension of securities safekeeping activities for a period of from 01 month to 03 months for violations stipulated in Clause 3 of this Article.

5. Measures to remedy consequences:

a) Compel the return of illegal profits obtained through the implementation of violations stipulated in Clause 2 of this Article;

b) Compel the cancellation or correction of information for violations stipulated in Clause 3 of this Article.

Article 31. Violations of regulations on registration, safekeeping, netting, and payment of securities

1. A fine of from 50,000,000 VND to 70,000,000 VND shall be imposed on the Securities Depository Center, securities safekeeping members, and payment banks that commit any of the following violations:

a) Organizing the registration, safekeeping, netting, and payment of securities without meeting the material and technical conditions required by law for such activities;

b) Failing to provide complete, timely, and accurate lists of security holders, shareholders, and related documents as required by law and in accordance with the current regulations of public companies; failing to promptly and fully notify customers of their rights arising from registered securities.

2. A fine of from 70,000,000 VND to 100,000,000 VND shall be imposed on the Securities Depository Center and securities safekeeping members who violate regulations on the preservation and storage of securities; violating regulations on the registration, safekeeping, netting, and payment of securities.

3. A fine of from 100,000,000 VND to 150,000,000 VND shall be imposed on the Securities Depository Center and securities safekeeping members, and a fine of from 50,000,000 VND to 75,000,000 VND shall be imposed on employees of securities safekeeping members who commit any of the following violations:

a) Violating regulations on accounting on securities safekeeping accounts, payment deadlines, and transfer of ownership of securities;

e) Failing to separately deposit and manage customer securities at the Securities Depository Center, custodian members from the assets of the Securities Depository Center, custodian members; failing to open detailed deposit accounts for each customer and separately manage the assets and transaction positions of each customer and customers with netting members.

c) Failing to protect databases and retain original documents related to the registration, safekeeping, netting, and payment of securities as required;

d) Violating regulations on the confidentiality of information related to customer securities holdings;

đ) Failing to safekeep and manage customer securities separately from the assets of the Securities Depository Center and securities safekeeping members; failing to open detailed securities safekeeping accounts for each customer and manage assets separately for each customer.

a) Suspending securities custody operations for a period of one to three months for custodian members who violate points a, b, c, and d of Clause 3 of this Article;

a) Approving or revoking the status of a securities safekeeping member in violation of regulations;

b) Using customer securities for the benefit of other individuals or organizations or for the benefit of the Securities Depository Center itself.

5. A fine of from 400,000,000 VND to 500,000,000 VND shall be imposed on the Securities Depository Center and securities safekeeping members, and a fine of from 200,000,000 VND to 250,000,000 VND shall be imposed on employees of securities safekeeping members who commit acts of altering, forging, or losing documents in payments and transfers of ownership of securities.

6. Additional forms of punishment:

a) Suspension of securities safekeeping activities for a period of from 01 month to 03 months for securities safekeeping members who violate Points a, b, c, and d of Clause 3 of this Article;

b) Suspension of securities business and service activities for a period of from 01 month to 03 months for securities safekeeping members who violate Point đ of Clause 3 and Clause 5 of this Article;

c) Revocation of the right to use the securities professional certificate for a period of from 01 month to 03 months for securities professionals who violate Clause 5 of this Article.

7. Measures to remedy consequences:

a) Compel separate management of customer securities at the Securities Depository Center and securities safekeeping members from the assets of the Securities Depository Center and securities safekeeping members; compel the opening of detailed securities safekeeping accounts for each customer and separate management of assets for each customer for violations stipulated in Point đ of Clause 3 of this Article within six months from the date this measure becomes effective;

b) Compel the return of illegal profits obtained through the implementation of violations stipulated in Clause 3, Clause 4, and Clause 5 of this Article.

Article 32. Violations concerning the responsibilities of supervisory banks and depositary banks

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on supervisory banks and depositary banks that commit any of the following violations:

a) Failing to fully and accurately perform the obligations of supervisory banks and depositary banks as stipulated in the supervision contract, depositary contract, fund charter, and according to the law;

b) Failing to establish and retain records and documents as required; records and documents retained do not accurately and in detail reflect transactions of the fund management company, investment fund, entrusted investor, and securities investment company as prescribed by law;

c) Failing to provide timely, complete, and accurate information to the fund management company and auditing organizations as required by law;

d) Failing to ensure that the service provision department for net asset value determination has staff with valid auditing or accounting certificates as prescribed by law;

đ) Failing to develop operational procedures and risk management processes to ensure full compliance with legal obligations;

2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on depositary banks that commit any of the following violations:

a) Conducting collection, payment, settlement, and transfer of funds and securities not in accordance with the law;

b) Processing payments for transactions inconsistent with the fund charter, trust agreement, and securities depositary contract;

c) Failing to promptly and accurately execute lawful orders or instructions from the fund management company, supervisory bank, and other rights arising from the performance of rights and obligations related to the ownership of the investment fund, securities investment company, and entrusted investors;

d) Failing to fully, accurately, and promptly comply with regulations regarding asset liquidation, remaining asset disposal plans, and reporting necessary information to the State Securities Commission regarding the dissolution of the investment fund;

3. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on supervisory banks, and a fine of VND 35,000,000 to VND 50,000,000 shall be imposed on members of the Board of Directors, General Directors or Managing Directors, Deputy General Directors or Deputy Managing Directors, and business personnel of supervisory banks that commit any of the following violations:

a) Being related parties or participating in managing or governing the fund management company or having ownership relations, participating in capital contributions, holding shares, lending or borrowing with the fund management company, securities investment company, and vice versa;

b) Being counterparties in transactions involving assets of the investment fund, securities investment company;

c) Failing to monitor operations and limit investments conducted by the investment fund and securities investment company managed by the fund management company;

d) Failing to report to the State Securities Commission or failing to report in a timely manner upon discovering errors or violations by the fund management company;

đ) Failing to promptly notify competent state authorities about the supervisory bank, board member, manager, or business personnel being related parties or having ownership relations, participating in capital contributions, holding shares, lending or borrowing with the fund management company, securities investment company, and vice versa;

e) Failing to separate activities, information technology systems, and reporting systems between the service provision department for net asset value determination, the monitoring function department, and the department responsible for establishing, storing, and updating the Investor Register;

g) Failing to fully fulfill the supervisory bank's responsibilities in reports related to the assets and operations of the investment fund established by the fund management company; confirming public fund asset reports, securities investment company asset reports, and net asset value determination reports established by the fund management company and securities investment company inaccurately or incorrectly;

4. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on depositary banks that commit any of the following violations:

a) Failing to deposit and separately manage assets of each investment fund, securities investment company, individual entrusted clients, and bank assets as prescribed by law;

b) Misusing funds and assets of the investment fund, securities investment company, and entrusted investors for purposes not in accordance with the fund charter, depositary contract, and legal provisions;

5. Additional forms of punishment:

Suspension of securities depositary activities for a period of one to three months for violations stipulated in Clause 4 of this Article;

6. Measures to remedy consequences:

a) Compelling the deposit and separate management of assets of each investment fund, securities investment company, individual entrusted clients, and bank assets as prescribed by law for violations stipulated in Point a of Clause 4 of this Article within six months from the date this measure becomes effective;

b) Compelling the return of illegal gains obtained through violations stipulated in Point b of Clause 4 of this Article.

PART 13

VIOLATIONS OF PROVISIONS ON INFORMATION DISCLOSURE AND REPORTING

Article 33. Violations of provisions on information disclosure

1. Warning for any of the following violations:

a) Failure to register the authorized person for information disclosure; failure to notify, or notifying out of the prescribed time limit, about changes to the authorized person for information disclosure as required by law;

b) Failure to notify the State Securities Commission and the Stock Exchange of the website address and any related changes to this address as required by law.

2. Fine from VND 10,000,000 to VND 30,000,000 for any of the following violations:

a) Failure to fully comply with legal regulations on means and forms of information disclosure;

b) Failure to retain disclosed information as required by law.

3. Fine from VND 50,000,000 to VND 70,000,000 for disclosing information not within the prescribed time limit, or not containing all required content as stipulated by law or as requested by the State Securities Commission.

4. Fine from VND 70,000,000 to VND 100,000,000 for any of the following violations:

a) Failure to establish an electronic information website as required by law;

b) Failure to disclose information as required by law or as requested by the State Securities Commission;

c) Failure to confirm or correct information, or confirming or correcting information out of the prescribed time limit as required by law when such information affects the price of securities or upon receiving a request to confirm or correct information from the State Securities Commission;

d) Disclosing information containing inaccurate content.

5. Additional forms of punishment:

Suspension of securities business operations for a period of from one month to three months for securities companies and fund management companies violating the provisions of Clause 4 of this Article.

6. Measures to remedy consequences:

Order to revoke or correct information for violations stipulated at Points c and d of Clause 4 of this Article.

Article 34. Violations of reporting provisions

1. Fine from VND 10,000,000 to VND 30,000,000 for failing to retain reported information as required by law.

2. Fine from VND 50,000,000 to VND 70,000,000 for reporting not within the prescribed time limit, or not containing all required content as stipulated by law or as requested by the State Securities Commission.

3. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed for any of the following violations:

a) Failure to report as required by law or as requested by the State Securities Commission;

b) Reporting containing inaccurate content.

4. Additional forms of administrative punishment:

Suspension of securities business operations for a period of from one month to three months for securities companies and fund management companies violating the provisions of Clause 3 of this Article.

5. Measures to remedy consequences:

Order to correct information for violations stipulated at Point b of Clause 3 of this Article.

PART 14

VIOLATIONS OF PROVISIONS ON AUDITING LARGE PUBLIC COMPANIES, LISTED ORGANIZATIONS, ORGANIZATIONS IMPLEMENTING PUBLIC SECURITIES OFFERINGS, SECURITIES COMPANIES, SECURITIES INVESTMENT COMPANIES, FUNDS, AND FUND MANAGEMENT COMPANIES

Article 35. Violations of provisions on auditing large public companies, listed organizations, organizations implementing public securities offerings, securities companies, securities investment companies, funds, and fund management companies

1. Fine from VND 5,000,000 to VND 10,000,000 for approved audit organizations that fail to report, or report out of the prescribed time limit, to the State Securities Commission when changing their name, headquarters, or scope of practice as required.

2. Fine from VND 50,000,000 to VND 70,000,000 for approved audit organizations and fine from VND 25,000,000 to VND 35,000,000 for practicing auditors who have been approved for performing any of the following violations:

a) Failure to notify the audited entity when discovering non-compliance with laws and regulations related to the preparation and presentation of audited financial statements, or failure to recommend measures to prevent, rectify, or handle violations, or failure to include comments in the audit report or management letter as required by auditing standards when the audited entity fails to rectify or handle violations;

b) Failure to notify, or notifying out of time in writing, the audited entity or third parties or the State Securities Commission when there is suspicion or discovery of significant violations by the audited entity due to non-compliance with laws and regulations related to audited financial statements;

c) Failure to explain, provide information, or data related to audit activities, or explaining, providing information, or data related to audit activities out of time, incompletely, or inaccurately as required by the State Securities Commission.

3. Fine from VND 70,000,000 to VND 100,000,000 for approved audit organizations performing any of the following violations:

a) Delegating part or all of the audit work of large public companies, listed organizations, organizations implementing public securities offerings, securities companies, securities investment companies, funds, and fund management companies to unapproved audit organizations, except as provided by law;

b) Failure to report, or reporting out of the prescribed time limit, to the State Securities Commission when changing the list of practicing auditors and other changes leading to the loss of approval conditions.

4. Measures to remedy consequences:

Order to explain, provide information, or data related to audit activities to the State Securities Commission for violations stipulated at Point c of Clause 2 of this Article within three days from the date this decision takes effect.

SECTION 15

VIOLATIONS OF THE REGULATIONS ON INSPECTION AND AUDIT BY STATE AUTHORITIES WITH COMPETENT AUTHORITY

Article 36. Acts obstructing inspection and audit

1. A fine of from 10,000,000 VND to 30,000,000 VND shall be imposed for any of the following violations:

a) Refusing to provide information, documents, or electronic data, or providing incomplete or untimely information, documents, or electronic data to the inspection or audit team or competent authority;

b) Obstructing, creating difficulties, or evading inspection or audit by the competent authority;

c) Intentionally delaying, evading, or failing to execute administrative decisions of the competent authority; failing to implement requests, conclusions, or decisions of the inspection or audit team.

2. A fine of from 30,000,000 VND to 40,000,000 VND shall be imposed for any of the following violations:

a) Concealing, altering vouchers, documents, ledgers, or electronic data, or changing evidence while being inspected or audited;

b) Removing, disposing of, or engaging in other acts that change the sealed status of money, securities, ledgers, files, accounting vouchers, or other sealed items or means.

3. Additional forms of punishment:

a) Suspension of business operations or securities services, or revocation of securities practice certificates for a period of from one month to three months for violations stipulated in Clause 1 and Clause 2 of this Article;

b) Confiscation of vouchers, documents, ledgers, or electronic data for violations stipulated in Point a of Clause 2 of this Article.

Chapter III

AUTHORITY TO IMPOSE ADMINISTRATIVE SANCTIONS, ISSUE VIOLATION RECORDS, AND APPLY ADDITIONAL SANCTIONS AND REMEDIAL MEASURES

Article 37. Authority to impose administrative sanctions

1. The Director of the State Securities Commission, the Head of specialized inspection teams of the State Securities Commission have the right:

a) Warning;

b) To impose a maximum fine of 100,000,000 VND on organizations and a maximum fine of 50,000,000 VND on individuals;

c) To apply remedial measures as prescribed in Clause 3 of Article 3 of this Decree.

2. The Chairman of the State Securities Commission has the right:

a) Warning;

b) To impose a maximum fine of 2,000,000,000 VND on organizations and a maximum fine of 1,000,000,000 VND on individuals;

c) To impose a maximum fine of 5% of the total amount raised illegally for violations stipulated in Clause 3 of Article 5 and a maximum fine of five times the illegal revenue for violations stipulated in Clause 5 of Article 6 and Clause 2 of Article 16 of this Decree;

d) To apply additional sanctions and remedial measures as prescribed in Clause 2 and Clause 3 of Article 3 of this Decree.

Article 38. Authority to issue violation records

1. Officials mentioned in Article 37 of this Decree, upon discovering administrative violations in the securities and securities market sector, have the right to issue administrative violation records according to regulations.

2. Civil servants and employees of the State Securities Commission performing their duties when discovering administrative violations in the securities and securities market sector must promptly issue administrative violation records and transfer them to the competent authority for punishment to proceed with punishment.

Article 39. Application of the form of suspending business operations and securities services for a limited period

1. When applying the supplementary penalty form of suspending business operations and securities services for a limited period as prescribed in Clause 3, Article 16, Clause 8, Article 20, Clause 5, Article 21, Point a, Clause 6, Article 22, Point b, Clause 7, Article 26, Clause 4, Article 29, Point b, Clause 6, Article 31, Clause 5, Article 33, Clause 4, Article 34, Point a, Clause 3, Article 36 of this Decree, the Chairman of the State Securities Commission has the authority to issue a decision to suspend one, several, or all business operations and securities services of the violating organization for a limited period.

2. In cases where a decision is made to suspend one or several business operations and securities services for a limited period, the Chairman of the State Securities Commission must clearly state in the penalty decision the business operations and securities services suspended and the suspension period.

3. In cases where business operations and securities services are suspended for a limited period, the violating organization must immediately suspend part or all of its business operations and securities services or other activities listed in the penalty decision.

Article 40. Application of the form of suspending securities listing and registration trading activities for a limited period

1. The decision to apply the form of suspending securities listing and registration trading activities for a limited period as prescribed in Clause 5, Article 14 of this Decree must be simultaneously sent to the Stock Exchange.

2. The suspension of securities listing and registration trading activities for a limited period shall be carried out according to the regulations of the Stock Exchange.

Article 41. Application of the form of suspending securities custody activities for a limited period

1. The decision to apply the form of suspending securities custody activities for a limited period as prescribed in Clause 4, Article 30, Point a, Clause 6, Article 31, and Clause 5, Article 32 of this Decree must be simultaneously sent to the Securities Depository Center.

2. The suspension of securities custody activities for a limited period shall be carried out according to the regulations of the Securities Depository Center.

Article 42. Application of measures to remedy consequences

1. Within 24 hours from receiving the decision to apply the measure of remedying consequences by ordering the cancellation of information or correction of information, the individual or organization in violation must publish the cancellation of information or correction of information on one central newspaper for three consecutive issues and on the company's electronic information website. When implementing the cancellation of information or correction of information, the individual or organization in violation must simultaneously report to the State Securities Commission and the Stock Exchange about the cancelled information and corrected information.

2. The deadline for implementing the measure of ordering the return of unlawful profits obtained through the violation is 60 days, starting from the date when this measure becomes effective. For profits belonging to individuals or organizations that are not confiscated into the state budget but must be returned by the individual or organization in violation.

3. The deadline for implementing the measures to remedy consequences as prescribed in Clause 3, Article 3 of this Decree is 30 days, starting from the date when the decision to apply the measures to remedy consequences becomes effective, except for the cases prescribed in Points a and b, Clause 4, Article 4, Points a and b, Clause 4, Article 5, Clause 7, Article 6, Point b, Clause 3, Article 8, Point c, Clause 6, Article 13, Point b, Clause 7, Article 22, Clause 8, Article 26, Point b, Clause 3, Article 28, Point a, Clause 7, Article 31, Point a, Clause 6, Article 32, Clause 4, Article 35, Clause 1 and Clause 2, Article 42 of this Decree.

Chapter IV

IMPLEMENTING PROVISIONS

Article 43. Effective Date

This Decree takes effect from November 15, 2013, and replaces Government Decree No. 85/2010/NĐ-CP dated August 2, 2010, on administrative penalties in the field of securities and the securities market.

Article 44. Transitional Provisions

1. For violations in the field of securities and the securities market occurring before the effective date of the Law on Handling Administrative Violations and this Decree, if discovered afterwards or still under examination and resolution at that time, the provisions of Government Decree No. 85/2010/NĐ-CP dated August 2, 2010, on administrative penalties in the field of securities and the securities market shall still be applied for punishment, except in cases where the provisions on administrative penalties in this Decree are more favorable to the individual or organization in violation, then the provisions of this Decree shall be applied for punishment.

2. For decisions on administrative penalties already issued or fully executed before the effective date of the Law on Handling Administrative Violations and this Decree, if the individual or organization being penalized still lodges a complaint, the Law on Handling Administrative Violations and Government Decree No. 85/2010/NĐ-CP dated August 2, 2010, on administrative penalties in the field of securities and the securities market shall be applied for resolution.

Article 45. Responsibility for Implementation

1. The Minister of Finance is responsible for guiding, inspecting, and supervising the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees directly under the central government shall be responsible for enforcing this Decree./.