Decree No. 128/2021/ND-CP Amending and supplementing certain articles of Decree No. 156/2020/ND-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector

DECREE
Amending and supplementing certain Articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector

Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Handling Administrative Violations dated June 20, 2012; the Law Amending and Supplementing Certain Provisions of the Law on Handling Administrative Violations dated November 13, 2020;

Pursuant to the Securities Law promulgated on November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Based on the Law on Prevention and Combating Money Laundering dated June 18, 2012;

Pursuant to the Law on Prevention and Combating Terrorism dated June 12, 2013;

At the proposal of the Minister of Finance;

The Government promulgates this Decree amending and supplementing certain Articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector.

Article 1. Amending and supplementing certain Articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector as follows:

1. Amend Clause 1 of Article 1 as follows:

"1. This Decree stipulates acts of administrative violations, forms of administrative penalties, levels of administrative penalties, measures to remedy consequences, implementation of administrative penalty forms and remedial measures, authority to issue records of administrative violations and authority to impose administrative penalties in the securities and securities market sector."

2. Supplement Clause 9 and Clause 10 after Clause 8 of Article 3 as follows:

"9. "Hiding information about true ownership of one or more securities to evade or assist others in evading obligations to disclose information or make public tender offers or regulations on foreign ownership ratios in the Vietnamese securities market" means that organizations and individuals agree or conduct transactions or through any method whereby one party provides or transfers money or assets to another party for the latter to hold the name or ownership of securities, thereby allowing the former to evade obligations to disclose information or make public tender offers or regulations on foreign ownership ratios in the Vietnamese securities market, including one, several, or all of the following actions:

a) Hiding information about true ownership of one or more securities to evade or assist others in evading obligations to disclose information of founding shareholders; major shareholders, groups of related persons holding five percent or more of voting shares of listed companies; investors, groups of related persons holding five percent or more of fund certificates of closed-end funds; groups of foreign investors with related holdings of five percent or more of voting shares of one issuer or five percent or more of fund certificates of closed-end funds; insiders of listed companies, publicly traded securities investment companies, and mutual funds and related persons of insiders;

b) Hiding information about true ownership of one or more securities to evade or assist others in evading obligations to make public tender offers for one or more securities;

c) Hiding information about true ownership of one or more securities to directly or indirectly hold beyond the maximum foreign ownership ratio at listed companies or assist others in evading regulations on foreign ownership ratios in the Vietnamese securities market.

10. "Creating false information or concealing information in securities activities" means that organizations and individuals create, publish information that is inaccurate compared to actual information, non-existent information, or information that is incorrect compared to information confirmed or certified by authorized agencies, organizations, or individuals, or that organizations and individuals carry out actions, transactions, or any methods or combine with publishing false information to conceal information when reporting, publishing, or avoiding reporting, publishing information according to securities laws, causing serious misunderstanding affecting securities issuance, listing, trading, business, investment, and securities service activities.

3. Amending and supplementing certain Points of Clauses 1, 2, and 3 of Article 4 as follows:

a) Amending Point c Clause 1 of Article 4 as follows:

"c) Suspension of securities trading activities for a period from one month to twelve months;"

b) Amending Point a Clause 2 of Article 4 as follows:

"a) Suspension of public tender offer activities; securities business and service activities; securities underwriting activities; representative office activities; securities custody, securities settlement, and payment activities; securities trading activities for a period from one month to twelve months;"

c) Amending and supplementing Points a, i, k, and n Clause 3 of Article 4 as follows:

"a) Compelling the recovery of issued securities; refunding investors the purchase price of securities or deposit money (if any) plus interest calculated at the interest rate stated on bonds or the interest rate of demand deposits of banks where the violator opened accounts to collect purchase prices or deposit money at the time this decision takes effect; compelling the recovery of additional issued shares; compelling the recovery of issued securities during the period exceeding the prescribed period; compelling the return of securities and money belonging to customers;

i) Compelling the separate custody and management of assets and capital of each entrusted investor, each investment fund, and each securities investment company managed by a securities investment fund management company or a foreign securities investment fund management company branch in Vietnam; compelling the separate management of entrusted assets, assets of investment funds, assets of securities investment companies, and assets of the securities investment fund management company or foreign securities investment fund management company branch in Vietnam; compelling the separate custody and management of assets of each investment fund, each securities investment company, and each entrusted customer and assets of banks; compelling the cessation of securities custody, securities settlement, and payment activities;

k) Compel separate management of deposit accounts, margin accounts, and securities settlement margin accounts of customers at Vietnam Securities Depository and Clearing Corporation (VSDC), deposit members, and clearing members, separate from the assets of VSDC, deposit members, and clearing members; compel opening of detailed deposit accounts, margin accounts, and securities settlement margin accounts for each customer; compel separate management of each customer's assets and trading positions and those of customers with clearing members;

n) Compel cessation of procedures for registering public companies; compel cessation of representative office activities;"

d) Supplement Points p, q, and r after Point o Clause 3 Article 4 as follows:

"p) Compel submission of notification forms regarding the maximum foreign ownership ratio at public companies or changes to the maximum foreign ownership ratio at public companies;

q) Compel cessation of issuing bonds on international markets, offering securities abroad, issuing new securities as the basis for offering security depositary receipts abroad, or supporting the issuance of security depositary receipts abroad based on shares issued in Vietnam;

r) Compel return of licenses, certificates, and securities trading qualifications that have been erased or altered."

4. Amending and supplementing Article 5 as follows:

"Article 5. Principles for Administrative Sanctions in Securities and the Securities Market

1. Organizations and individuals shall only be subject to administrative sanctions for violations related to securities and the securities market when they commit administrative violations as prescribed in this Decree.

2. Organizations and individuals who commit multiple administrative violations or repeat violations shall be penalized for each violation separately, except in cases where organizations and individuals repeatedly violate and these violations are discovered simultaneously without prior punishment and within the statute of limitations period, in which case a single administrative sanction will be imposed for the repeated violation, while also applying aggravating circumstances for repeated violations. For the following repeated violations, the highest fine amount among the committed violations will be applied, along with aggravating circumstances for repeated violations:

a) Organizations and individuals who fail to report changes in shareholding ratios or fund unit ownership ratios exceeding thresholds of 1% of the total voting shares or fund units of closed-end funds, or holding 5% or more of the voting shares of public companies, public securities companies, or fund units of closed-end funds, or ceasing to be major shareholders or large investors holding 5% or more of fund units of closed-end funds, as stipulated in Clause 1 and Clause 6 Article 33 of this Decree;

b) Organizations and individuals who fail to report transaction results within the required timeframe or fail to report transaction results as stipulated in Clause 2 and Clause 3 Article 33 of this Decree;

c) Organizations and individuals who fail to report anticipated transactions or engage in transactions outside the registered time frame or outside the time frame announced by the Vietnam Stock Exchange or listed companies, or exceed the registered value as stipulated in Clause 4 and Clause 5 Article 33 of this Decree;

d) Organizations and individuals who fail to disclose information within the required timeframe or fail to disclose required information as stipulated in Point a Clause 3 and Point a Clause 4 Article 42 of this Decree, or fail to report information within the required timeframe or fail to report required information as stipulated in Point a Clause 2 and Clause 3 Article 43 of this Decree.

3. Principles for Applying Fine Amounts:

a) The maximum fine amount for violations prescribed in Clause 1 Article 35 and Clause 1 Article 36 of this Decree is ten times the illegal revenue for organizations and five times the illegal revenue for individuals. In cases where there is no illegal revenue or the fine calculated based on illegal revenue is lower than the maximum fine amount prescribed in this point, the maximum fine amount prescribed in this point shall be applied;

b) The maximum fine amount for administrative sanctions for other violations in the securities sector is three billion Vietnamese dong for organizations and one billion five hundred million Vietnamese dong for individuals;

c) The fine amounts prescribed in Chapter II of this Decree apply to organizations, except in cases where Clause 3, Clause 4, and Clause 5 Article 15, Clause 2 Article 30 of this Decree prescribe fines applicable to individuals, and in cases where Clause 3 and Clause 5 Article 39 of this Decree prescribe fines for both organizations and individuals. If an individual commits a violation similar to that of an organization, the fine amount shall be half of the fine amount for the organization."

5. Amend and supplement Article 6 as follows:

"Article 6. Statute of Limitations for Administrative Sanctions in the Securities Sector

1. The statute of limitations for administrative sanctions in the securities sector shall be implemented according to Article 6 of the Law on Handling Administrative Violations.

2. The time point for calculating the statute of limitations for administrative sanctions in the securities sector is defined as follows:

a) For ongoing administrative violations, the statute of limitations begins from the moment the competent authority discovers the violation;

b) For completed administrative violations, the statute of limitations begins from the moment the violation ends.

3. The time point for ending the violation to calculate the statute of limitations for certain violations in Chapter II of this Decree is defined as follows:

a) For violations concerning the implementation of securities offerings and issuances as stipulated in Point a Clause 5 Article 8, Points a, b, c Clause 5 Article 10, and Clause 2 Article 12 of this Decree, the end date for the violation to calculate the statute of limitations is the last day of the payment period for purchasing securities, the final registration date for allocating rights, or the date of transferring ownership of shares."

b) For acts of violation of the late submission of registration documents for public companies as stipulated in Clauses 1, 2, 3, and 4, Point a Clause 5, Clause 6, and Clause 7 Article 13 of this Decree, the termination date of the violation act for calculating the statute of limitations for punishment is the day the company submits the registration documents to the State Securities Commission;

c) For acts of registering securities trading and listing beyond the time limit specified in Clause 3 Article 18 of this Decree, the termination date of the violation act for calculating the statute of limitations for punishment is the first day of securities trading on the securities trading system;

d) For acts of erasing, altering the content of licenses, certificates of registration for representative offices, securities practice certificates as stipulated in Point a Clause 4 Article 24, Point b Clause 5 Article 30, and Point b Clause 4 Article 32 of this Decree, the termination date of the violation act for calculating the statute of limitations for punishment is the day the act of erasing or altering the content of the license, certificate of registration, or securities practice certificate is carried out; if the date of erasing or altering the content cannot be determined, the termination date of the violation act is the day the altered license, certificate of registration, or securities practice certificate is discovered;

đ) For acts of violating the regulations on reporting and disclosing information as stipulated in Point a Clause 3 Article 42 and Point a Clause 2 Article 43 of this Decree, the termination date of the violation act for calculating the statute of limitations for punishment is the day the report or disclosure of information is made;

e) For acts of concealing true ownership information regarding one or more securities to evade or assist others in evading the obligation to disclose information or make a public tender offer or foreign ownership ratio regulations on the Vietnamese securities market as stipulated in Clause 4 Article 34 of this Decree, the termination date of the violation act for calculating the statute of limitations for punishment is the day the organization or individual violates the regulation by making the required disclosure or selling securities to reduce holdings below the threshold requiring a public tender offer or selling securities to hold within the maximum foreign ownership ratio at a public company;

6. Amend and supplement Clause 1 Article 7 as follows:

"1. When discovering violations as stipulated in Clause 6 and Clause 7 Article 8; Clause 2 and Clause 3 Article 9; Clause 3 Article 11; Clause 3 and Clause 4 Article 12; Clause 8 Article 13; Clause 4 and Clause 5 Article 18; Clause 4 Article 19; Clause 6 Article 24; Clause 3 Article 28; Clause 4 Article 31; Clause 4 Article 34; Clause 1 Article 35; Clause 1 Article 36; Clause 3 Article 38; Clause 5a Article 42; Point d Clause 4 and Point b Clause 6 Article 45 of this Decree, the person authorized to impose penalties must immediately transfer the case file to the competent authority for criminal proceedings according to Clauses 1, 2, and 4 Article 62 of the Law on Administrative Offense Handling."

7. Amend and supplement some points of Clauses 1, 2, 3, 4, 5, and 9 Article 8 as follows:

a) Amend and supplement Point c Clause 1 Article 8 as follows:

"c) Not publishing the report on the use of capital, the amount of money received from the offering or issuance to implement the project that has been audited by an approved auditing organization at the annual General Meeting of Shareholders, Board of Members, or owner's report, or not detailing the use of capital, the amount of money received from the offering or issuance to implement the project in the annual financial report that has been confirmed by an audit, except in the case of a private placement of corporate bonds."

b) Amend Point c Clause 2 Article 8 as follows:

"c) Not transferring the proceeds from the offering into a blocked account; using the proceeds from the offering before the State Securities Commission issues a written notification confirming the results of the offering;"

b) Amend and supplement Points b, c, and d Clause 3 Article 8 as follows:

"b) Offering or issuing securities privately not in accordance with the plan registered with the State Securities Commission or the plan approved in the offering or issuance documents;

c) Disclosing information containing promotional content, inviting the purchase of offered or issued private securities; advertising the offering or issuance of private securities through mass media;

d) Not retaining documents on the selection of investors participating in purchasing offered or issued private securities;"

d) Amend and supplement Points a and b Clause 4 Article 8 as follows:

"a) Changing the plan for the use of capital, the amount of money received from the private offering or issuance of securities without going through the General Meeting of Shareholders or the Board of Directors or the Board of Members or the Chairman of the Company or changing the plan for the use of the amount of money received from the private offering or issuance of securities without being authorized by the General Meeting of Shareholders to carry out such changes; implementing changes to the plan for the use of capital, the amount of money received from the private offering or issuance of securities when authorized by the General Meeting of Shareholders with a value change of 50% or more of the capital, the amount of money received from the offering or issuance, except in the case of a private placement of non-convertible bonds without attached warrants according to the plan approved by the Board of Directors; not reporting the change in the plan for the use of capital, the amount of money received from the offering or issuance at the nearest General Meeting of Shareholders;

b) Using the proceeds from the private offering of securities not in accordance with the plan approved by the General Meeting of Shareholders or the Board of Directors of the company or the Board of Members or the Chairman of the Company or the content disclosed to investors or reported to the competent state management agency or approved by the competent authority;"

đ) Amend Point b and supplement Point c after Point b Clause 5 Article 8 as follows:

"b) Not ensuring that the private bond offering meets the conditions; not ensuring that the information in the private bond offering documents is accurate, truthful, verifiable, and contains all the required contents as prescribed;

c) Amend the conditions and terms of issued bonds, except in cases prescribed by law.

e) Amend and supplement Points a, c, đ, and e Clause 9 Article 8 as follows:

"a) Compel the recall of securities that have been offered for sale or issuance; refund to investors the purchase price of securities or deposit (if any), plus interest accrued from the purchase price of securities or deposit within fifteen days from the date of receiving the investor's request for violations stipulated in Points a and b Clause 3, Point b Clause 4, and Point c Clause 5 of this Article, in case of offering for sale or issuing securities. The maximum period for investors to submit requests is sixty days from the effective date of the decision implementing such measures. Interest accrued from the purchase price of securities or deposit shall be calculated based on the interest rate of non-term deposits at the bank where the violator has opened an account to collect the purchase price of securities or deposit at the time the decision implementing such measures becomes effective; in case of offering for sale or issuing bonds, interest accrued from the purchase price of bonds or deposit shall be calculated based on the interest rate stated on the bond.

c) Compel approval through the most recent General Shareholders' Meeting or Board of Directors or Board of Members or Chairman of the company regarding the change in the capital utilization plan, the amount of funds raised from the offering or individual issuance of securities for violations stipulated in Point a Clause 4 of this Article;

đ) Compel the recall of securities that have been offered for sale or issuance beyond the specified time period; refund to investors the purchase price of securities or deposit (if any), plus interest accrued from the purchase price of securities or deposit within thirty days from the effective date of the decision implementing such measures for violations stipulated in Point a Clause 2 of this Article. Interest accrued from the purchase price of securities or deposit shall be calculated based on the interest rate of non-term deposits at the bank where the violator has opened an account to collect the purchase price of securities or deposit at the time the decision implementing such measures becomes effective; in case of offering for sale or issuing bonds, interest accrued from the purchase price of bonds or deposit shall be calculated based on the interest rate stated on the bond;

e) Compel the recall of securities that have been offered for sale or issuance; refund to investors the purchase price of securities or deposit (if any), plus interest accrued from the purchase price of securities or deposit within sixty days from the effective date of the decision implementing such measures for violations stipulated in Point a Clause 5, Clause 6, and Clause 7 of this Article, in case of offering for sale or issuing securities. Interest accrued from the purchase price of securities or deposit shall be calculated based on the interest rate of non-term deposits at the bank where the violator has opened an account to collect the purchase price of securities or deposit at the time the decision implementing such measures becomes effective; in case of offering for sale or issuing bonds, interest accrued from the purchase price of bonds or deposit shall be calculated based on the interest rate stated on the bond."

8. Amend and supplement Point a and b Clause 5 Article 9 as follows:

"a) Compel the recall of securities that have been offered for sale; refund to investors the purchase price of securities or deposit (if any), plus interest accrued from the purchase price of securities or deposit within fifteen days from the date of receiving the investor's request for violations stipulated in Clause 1 of this Article in case of offering securities to the public. The maximum period for investors to submit requests is sixty days from the effective date of the decision implementing such measures. Interest accrued from the purchase price of securities or deposit shall be calculated based on the interest rate of non-term deposits at the bank where the violator has opened an account to collect the purchase price of securities or deposit at the time the decision implementing such measures becomes effective; in case of offering for sale or issuing bonds, interest accrued from the purchase price of bonds or deposit shall be calculated based on the interest rate stated on the bond.

b) Compel the recall of securities that have been offered for sale; refund to investors the purchase price of securities or deposit (if any), plus interest accrued from the purchase price of securities or deposit within sixty days from the effective date of the decision implementing such measures for violations stipulated in Clause 2 and Clause 3 of this Article in case of offering securities to the public. Interest accrued from the purchase price of securities or deposit shall be calculated based on the interest rate of non-term deposits at the bank where the violator has opened an account to collect the purchase price of securities or deposit at the time the decision implementing such measures becomes effective; in case of offering for sale or issuing bonds, interest accrued from the purchase price of bonds or deposit shall be calculated based on the interest rate stated on the bond."

9. Amend and supplement Point b Clause 4 and Point a Clause 8 Article 10 as follows:

a) Amend and supplement Point 0 Clause 4 Article 10 as follows:

"b) Change the capital utilization plan, the amount of funds raised from the public offering of securities without approval from the General Shareholders' Meeting or without authorization from the General Shareholders' Meeting, or change the utilization plan of the funds raised from the public offering of securities with authorization from the General Shareholders' Meeting with a value changed by fifty percent or more of the capital, the amount of funds raised from the offering, except in cases of offering non-convertible bonds without attached warrants according to the plan approved by the Board of Directors; use the capital, the amount of funds raised from the public offering of securities not in accordance with the plan approved by the General Shareholders' Meeting or the information disclosed to investors or reported to the State Securities Commission; fail to report changes in the capital utilization plan, the amount of funds raised from the public offering of securities at the most recent General Shareholders' Meeting."

b) Amend and supplement Point a Clause 8 Article 10 as follows:

"a) Compel the recall of securities that have been offered for sale; refund to investors the purchase price of the securities or the deposit (if any), plus interest accrued on the purchase price or deposit within sixty days from the date this measure becomes effective against violations stipulated in point a, clause 4, points a, b, c, clause 5, and clause 6 of this Article. Interest accruing on the purchase price or deposit shall be calculated at the interest rate for non-term deposits of the bank where the violator has opened an account to receive the purchase price or deposit at the time this measure becomes effective; in the case of offering and issuing bonds, interest accruing on the bond purchase price or deposit shall be calculated at the interest rate stated on the bond."

10. Supplement clause 1a following clause 1 of Article 11 and amend and supplement point b of clause 2 and clause 4 of Article 11 as follows:

a) Supplement clause 1a following clause 1 of Article 11 as follows:

"1a. Impose a fine of VND 100,000,000 to VND 200,000,000 for one of the following violations:

a) Failure to open a blocked account at a bank or foreign bank branch permitted under foreign exchange management laws to receive foreign currency purchases of shares;

b) Failure to transfer the proceeds from the offering into the blocked account;

c) Using funds in the blocked account before the Securities Commission issues a written notification regarding receipt of the offering results report or issuance results report."

b) Amend and supplement point b of clause 2 of Article 11 as follows:

"b) Issuing bonds to the international market, offering securities abroad, issuing new securities as the basis for issuing depository receipts for securities abroad, or assisting in issuing depository receipts for securities abroad based on shares issued in Vietnam without registering with the competent authority or not in accordance with the plan registered with the competent authority or without approval from the competent authority."

c) Amend and supplement clause 4 of Article 11 as follows:

"4. Measures to remedy consequences:

a) Compel cessation of issuing bonds to the international market, offering securities abroad, issuing new securities as the basis for issuing depository receipts for securities abroad, or assisting in issuing depository receipts for securities abroad based on shares issued in Vietnam for violations stipulated in point b of clause 2 of this Article;

b) Compel removal or correction of information for violations stipulated in clause 3 of this Article."

11. Supplement clause 1a following clause 1 of Article 12 and amend and supplement point b of clause 1 and point c of clause 6 of Article 12 as follows:

a) Supplement clause 1a following clause 1 of Article 12 as follows:

"1a. Impose a fine of VND 100,000,000 to VND 150,000,000 for failing to transfer the proceeds from the additional issuance into a blocked account at a bank or foreign bank branch; using the proceeds from the offering before the Securities Commission issues a written notification regarding receipt of the issuance results report."

b) Amend and supplement point b of clause 1 of Article 12 as follows:

"b) Conducting additional share issuance not in accordance with the reported or registered plan with the Securities Commission or conducting additional share issuance not within the prescribed timeframe."

c) Amend and supplement point c of clause 6 of Article 12 as follows:

"c) Compel the recall of additional shares issued; refund to investors the purchase price of the shares or the deposit (if any), plus interest calculated at the interest rate for non-term deposits of the bank where the violator has opened an account to receive the purchase price or deposit at the time this measure becomes effective for violations stipulated in clause 3 and clause 4 of this Article, in cases where additional shares have been issued. The deadline for recalling shares and refunding money to investors is a maximum of sixty days from the date this measure becomes effective."

12. Amend and supplement clause 2 of Article 14 as follows:

"2. Impose a fine of VND 30,000,000 to VND 50,000,000 for failure to submit or submitting late the dissolution registration documents for a public company as stipulated in Article 39 of the Securities Law when required to do so by law."

13. Amend and supplement Article 15 as follows:

"Article 15. Violations of corporate governance regulations for public companies

1. Impose a fine of VND 10,000,000 to VND 20,000,000 on public companies for committing one of the following violations:

a) Failure to establish and submit to the General Meeting of Shareholders for approval internal regulations on corporate governance, regulations on the operation of the Board of Directors, Supervisory Board; failure to establish regulations on the operation of the Audit Committee in cases where public companies organize management and operations according to the model specified in point b of clause 1 of Article 137 of the Enterprise Law; failure to include in the internal regulations on corporate governance provisions for the application of modern information technology to enable shareholders to participate and express opinions at the General Meeting of Shareholders through online meetings, electronic voting, or other electronic means;

b) Failure to appoint a person responsible for corporate governance.

2. Impose a fine of VND 20,000,000 to VND 30,000,000 on public companies for failing to list the remuneration of each member of the Board of Directors, the salary of the General Manager (Director), and other managers as separate items in the annual financial report of the company and the report to the General Meeting of Shareholders at the annual meeting.

3. Impose a fine of VND 30,000,000 to VND 50,000,000 on individuals specified in this clause for committing one of the following violations:

a) Independent members of the Board of Directors of listed companies fail to prepare a report evaluating the activities of the Board of Directors;

b) The Chairman of the Board of Directors, the Head of the Supervisory Board, and the Chairman of the Audit Committee fail to ensure the number of annual meetings of the Board of Directors, the Supervisory Board, and the Audit Committee as required."

4. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on the Chairman of the Board of Directors who fails to report to the Annual General Meeting of Shareholders the contents approved in the previous General Meeting Resolution but not yet implemented; or who fails to report to the most recent General Meeting for approval before implementing changes within the authority of the General Meeting, except where such changes have been authorized by the General Meeting.

5. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on individuals specified in this clause for committing any of the following acts:

a) The Chairman of the Board concurrently holding the position of General Director (Director) of a public company; a member of the Board of a public company simultaneously being a member of the Board of more than five other companies;

b) The Chairman of the Board, members of the Board, General Director (Director), and other managers of a public company entering into contracts or transactions without prior approval from the General Meeting of Shareholders or the Board of Directors.

6. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on a public company for committing any of the following violations:

a) Failing to ensure the number of Board of Directors members and Audit Committee members; failing to ensure that at least one-third of the total number of Board of Directors members are non-executive members; failing to ensure the structure and number of independent Board of Directors members; failing to ensure that Board of Directors members, Audit Committee members, and Audit Committee members meet the standards and conditions and do not fall under the cases prescribed by law; failing to ensure the structure with an Audit Committee directly subordinate to the Board of Directors or failing to ensure the structure and number of Audit Committee members;

b) Failing to invite representatives of the auditing organization approved to audit the annual financial report of the company to attend the Annual General Meeting of Shareholders when the annual financial report audit report of the company contains significant exceptions, contrary opinions, or refusals;

c) Violating the provisions on transactions with shareholders, business managers, and related parties of these entities;

d) Not concluding a written contract when conducting transactions with related parties."

14. Add Article 15a after Article 15 as follows:

"Article 15a. Violation of the provisions on announcing the maximum foreign ownership ratio in a public company

1. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed on a public company for failing to announce changes in the maximum foreign ownership ratio within the time limit stipulated in Article 141 of Decree No. 155/2020/NĐ-CP dated December 31, 2020, of the Government detailing the implementation of certain provisions of the Securities Law.

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on a public company for failing to announce the maximum foreign ownership ratio or changes in the maximum foreign ownership ratio.

3. Measures to remedy consequences:

Compel the submission of the announcement of the maximum foreign ownership ratio or changes in the maximum foreign ownership ratio in a public company within seven days from the date the decision imposing this measure takes effect."

15. Amend the name of Article 16 and amend and supplement some points of Clause 1 and Clause 2 of Article 16 as follows:

a) Amend the name of Article 16 as follows:

"Article 16. Violation of the provisions on repurchasing shares, selling treasury shares"

b) Add Point c after Point b of Clause 1 of Article 16 as follows:

"c) Selling treasury shares before the prescribed time; failing to complete the sale of treasury shares within the prescribed period."

c) Amend Points b, đ, and add Point e after Point đ of Clause 2 of Article 16 as follows:

"b) Repurchasing shares when not meeting the required conditions; repurchasing shares in circumstances where repurchase is not allowed;

đ) Selling shares that have been repurchased, except as provided for in Clause 7 of Article 36 of the Securities Law and Clause 4 of Article 310 of Decree No. 155/2020/NĐ-CP dated December 31, 2020, of the Government detailing the implementation of certain provisions of the Securities Law;

e) Selling treasury shares without reporting to the State Securities Commission or not in accordance with the plan reported to the State Securities Commission or the information publicly disclosed."

16. Amend and supplement some points of Clauses 1, 2, and 3 of Article 17 as follows:

a) Amend and supplement Points a, d, e, g, and k of Clause 1 of Article 17 as follows:

"a) Directly or indirectly purchasing or committing to purchase shares, rights to purchase shares, warrants, and convertible bonds of the target company or closed-end fund certificates of the target investment fund, or rights to purchase closed-end fund certificates of the target investment fund outside the tender offer;

đ) Conducting a tender offer not in accordance with the time frame stipulated in Article 93 of Decree No. 155/2020/NĐ-CP dated December 31, 2020, of the Government detailing the implementation of certain provisions of the Securities Law;

e) Refusing to purchase shares of shareholders of the target company or closed-end fund certificates of investors of the target investment fund;

g) Purchasing shares of the target company or closed-end fund certificates of the target investment fund under terms different from those published in the Tender Offer Information Disclosure Report or the Prospectus;

k) Failing to ensure that the increased tender offer price applies to all shareholders of the target company or investors of the target investment fund, including those who have registered to sell to the tender offeror; reducing the tender offer price during the tender offer process;"

b) Amend and supplement Point 6 of Clause 2 of Article 17 as follows:

"b) Failing to ensure that the individual or entity making the tender offer has sufficient funds to implement the tender offer at the time of officially launching the tender offer according to the registration form for a cash tender offer."

c) Amend and supplement Points b and c of Clause 3 of Article 17 as follows:

"b) Conducting a tender offer when the State Securities Commission has not issued an approval registration for the tender offer or when the tender offeror has not publicly announced the tender offer according to the prescribed method; conducting a tender offer not in accordance with the plan registered with the State Securities Commission;"

c) Withdraw a public tender offer in cases not mentioned in the Public Tender Offer Information Disclosure Document or the Prospectus in accordance with the law, or before reporting to the State Securities Commission or obtaining approval from the State Securities Commission.

17. Amend and supplement Article 21 as follows:

Article 21. Violation of regulations on listing management and trading registration of the Vietnam Stock Exchange and its subsidiaries

1. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries for failing to handle situations where listed organizations do not maintain the necessary listing conditions as prescribed.

2. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries for approving, changing, or canceling listings or trading registrations in violation of regulations.

18. Amend and supplement Article 22 as follows:

Article 22. Violation of regulations on member management of the Vietnam Stock Exchange and its subsidiaries

1. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries for failing to handle situations where members do not maintain the necessary membership conditions or do not fully comply with their obligations as members as prescribed by law and the rules of the Vietnam Stock Exchange under Article 46 of the Securities Law.

2. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange for committing one of the following violations:

a) Approving membership registration when not meeting all required conditions;

b) Suspending or revoking membership status when it does not fall within the circumstances for suspension or revocation of membership status.

19. Amend and supplement Article 23 as follows:

Article 23. Violation of regulations on trading and supervision of the Vietnam Stock Exchange and its subsidiaries

1. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries for committing 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 approval from the State Securities Commission;

b) Failing to handle violations of trading rules or not complying with the prescribed trading activity monitoring procedures, resulting in violations;

c) Failing to implement warnings, controls, and restrictions on securities trading as prescribed by law and the rules of the Vietnam Stock Exchange.

2. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on the Vietnam Stock Exchange and its subsidiaries for failing to temporarily suspend or halt securities trading as prescribed by law or trading rules of the Vietnam Stock Exchange.

20. Amend and supplement point b clause 6, clause 7, and add point c after point b clause 8 of Article 24 as follows:

a) Amend and supplement point b clause 6 of Article 24 as follows:

"b) Establishing, confirming applications for certificates of eligibility to engage in derivative securities business and provide settlement and payment services for derivative securities with forged documents or false information, or concealing the truth."

b) Amend clause 7 of Article 24 as follows:

"7. Additional penalties:

Suspension of securities business activities for a period of one to three months for violations stipulated in points b and c clause 5, clause 6 of this Article."

c) Add point c after point b clause 8 of Article 24 as follows:

"c) Compel the return of erased or altered licenses for violations stipulated in point a clause 4 of this Article."

21. Amend and supplement point c clause 2 and point đ clause 3 of Article 26 as follows:

a) Amend and supplement point c clause 2 of Article 26 as follows:

"c) Violating the responsibilities of securities companies in executing investment advisory services; engaging in prohibited acts in investment advisory services;"

b) Amend and supplement point đ clause 3 of Article 26 as follows:

"đ) Violating the provisions on proprietary securities trading; violating the provisions on conditions and limitations on underwriting securities; violating the provisions on limitations on securities company investments; violating the provisions on issuing and offering financial products; violating the provisions on providing advisory services;"

22. Amend and supplement point c clause 1 of Article 27 and points d, h clause 2 of Article 27, add point k after point i clause 2 of Article 27, amend and supplement some points of clause 4 of Article 27 as follows:

a) Amend and supplement point c clause 1 of Article 27 as follows:

"c) Failing to comply with the investment fund charter, the investment company charter, the investment agency contract, and the contract signed with the supervisory bank;"

b) Amend and supplement points d, h clause 2 of Article 27 and add point k after point i clause 2 of Article 27 as follows:

"d) Failing to comply with investment ratios or failing to adjust the investment portfolio; failing to comply with the safe investment ratio provisions of the investment fund management company, the investment fund, regarding the source of investment capital, investment instruments when conducting indirect foreign investments; failing to comply with the provisions on information, advertising, and introducing the fund;

h) Conducting transactions with entrusted investment clients through one securities company exceeding the limit on the total transaction value of the client's entrusted transactions in a year;

k) Not separating the headquarters, IT infrastructure from other organizations; not separating physical facilities, personnel, and databases between conflicting interest business operations within the company; not separating physical facilities, personnel, and databases between financial investment activities and fund management, investment portfolio management, and investment advisory activities."

c) Amend and supplement points b, đ and clause 4 of Article 27 as follows:

"b) Using assets of the investment fund, investment company to invest in the same investment fund or investment company."

d) Using assets of the securities investment fund, securities investment company to settle debt obligations, lend or guarantee any loan of the company, related parties of the company, or any partner; using entrusted assets to lend in any form, guarantee loans in any form, or settle debt obligations of the fund management company, related parties of the fund management company, organizations, individuals other than in cases where the entrusting customer is a foreign individual, organization established under foreign law and has approved such transactions; or in cases where the entrusting customer is managing a portfolio in the name of the owner of the entrusted assets;

1) Investing in derivative securities from entrusted capital, capital of the securities investment fund, or securities investment company when the entrustment investment contract, charter of the securities investment fund, or securities investment company does not contain provisions allowing the use of entrusted capital, capital of the securities investment fund, or securities investment company for investing in derivative securities;"

23. Amend point a Clause 1 Article 28 as follows:

"a) Not amending or supplementing the registration documents for establishing a single securities investment company self-managing capital upon discovering inaccurate information or missing contents required in the documents, or when new information related to the submitted documents arises;"

24. Amend and supplement Clauses 3, 4, 5, 6 Article 30 and add Clause 7 after Clause 6 Article 30 as follows:

"3. Fine from VND 50,000,000 to VND 70,000,000 for one of the following violations:

a) Operating a representative office without meeting the required conditions;

b) Not registering the operation of a representative office or operating a representative office without approval or without obtaining a certificate of registration for the representative office.

4. Fine from VND 200,000,000 to VND 400,000,000 for conducting business activities in Vietnam outside the scope of operations of the foreign securities company's or foreign fund management company's representative office in Vietnam.

5. Temporarily revoke the right to use the certificate of registration for the representative office for a period of 18 to 24 months for securities business organizations committing one of the following acts:

a) Acting on behalf of another organization; transferring the certificate of registration for the representative office to another individual or organization;

b) Altering, correcting the content of the certificate of registration for the representative office.

6. Additional forms of punishment:

Temporarily revoke the right to use the certificate of registration for the representative office for a period of 3 to 6 months for violating the provisions of Clause 4 of this Article.

7. Measures to remedy consequences:

a) Order to stop the operation of the representative office for violations as stipulated in Clause 3 of this Article;

b) Order to return the altered, corrected certificate of registration for the representative office for violations as stipulated in point b Clause 5 of this Article."

25. Amend and supplement Clause 1, point a Clause 3 and Clause 4 Article 31 as follows:

a) Amend Clause 1 Article 31 as follows:

"1. Fine from VND 50,000,000 to VND 70,000,000 for failing to amend or supplement the registration documents for establishing a member fund upon discovering inaccurate information or missing contents required in the documents, or when new information related to the submitted documents arises."

b) Amend point a Clause 3 Article 31 as follows:

"a) Not registering the establishment of a member fund according to the law or establishing a member fund without meeting the required conditions according to the law; not identifying the status of professional securities investors participating in purchasing securities when registering the establishment of a member fund;"

c) Amend Clause 4 Article 31 as follows:

"4. Fine from VND 400,000,000 to VND 500,000,000 for preparing, confirming registration documents for establishing a member fund with false or misleading information or concealing the truth."

26. Amend and supplement Clauses 3, 7 and 8 Article 32 as follows:

a) Amend Clause 3 Article 32 as follows:

"3. Temporarily revoke the right to use the securities practice certificate for a period of 6 to 12 months for securities practitioners working simultaneously for another organization having ownership relations with the securities company or securities investment fund management company where they work."

b) Amend Clause 7 Article 32 as follows:

"7. Additional penalties:

a) Temporarily revoke the right to use the securities practice certificate for a period of 1 to 3 months for violations as stipulated in point a Clause 4 of this Article;

b) Temporarily revoke the right to use the securities practice certificate for a period of 6 to 12 months for violations as stipulated in Clause 5 and Clause 6 of this Article.

c) Amend Clause 8 Article 32 as follows:

"8. Measures to remedy consequences:

a) Compel to return illegal gains obtained from implementing the act of renting out the securities practice certificate as stipulated in point a Clause 4 of this Article;

b) Compel to return the altered, corrected securities practice certificate for violations as stipulated in point b Clause 4 of this Article;

c) Compel to return securities, money belonging to customers within a maximum period of 60 days from the date this decision takes effect for violations as stipulated in point a Clause 6 of this Article."

27. Amend and supplement Article 33 as follows:

"Article 33. Violations of regulations on transactions by founding shareholders; major shareholders, groups of related persons holding 5% or more of voting shares of public companies; investors, groups of related persons holding 5% or more of fund certificates of closed-end funds; groups of foreign investors related holding 5% or more of voting shares of one issuer or 5% or more of fund certificates of closed-end funds; insiders of public companies, public securities investment companies, public funds and related persons of insiders

1. A fine of VND 25,000,000 to VND 35,000,000 shall be imposed for the act of reporting late when there is a change in the proportion of shares or fund certificates held exceeding the thresholds of 1% of the number of voting shares or fund certificates of a closed-end fund, and a fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of not reporting when there is a change in the proportion of shares or fund certificates held exceeding the thresholds of 1% of the number of voting shares or fund certificates of a closed-end fund.

2. The act of reporting late on the results of transactions shall be punished according to the value of securities registered for trading based on par value (for shares, convertible bonds, fund certificates) or the most recent issue price (for warrant certificates with guarantees) or the transfer value (for share purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

a) Warning if the transaction registration value is from VND 50,000,000 to less than VND 200,000,000;

b) A fine of VND 2,500,000 to VND 5,000,000 if the transaction registration value is from VND 200,000,000 to less than VND 400,000,000;

c) A fine of VND 5,000,000 to VND 10,000,000 if the transaction registration value is from VND 400,000,000 to less than VND 600,000,000;

d) A fine of VND 10,000,000 to VND 15,000,000 if the transaction registration value is from VND 600,000,000 to less than VND 1,000,000,000;

đ) A fine of VND 15,000,000 to VND 25,000,000 if the transaction registration value is from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine of VND 25,000,000 to VND 35,000,000 if the transaction registration value is from VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine of VND 35,000,000 to VND 50,000,000 if the transaction registration value is from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine of VND 50,000,000 to VND 75,000,000 if the transaction registration value is VND 10,000,000,000 or more.

3. The act of not reporting on the results of transactions shall be punished according to the value of securities registered for trading based on par value (for shares, convertible bonds, fund certificates) or the most recent issue price (for warrant certificates with guarantees) or the transfer value (for share purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

a) Warning if the transaction registration value is from VND 50,000,000 to less than VND 200,000,000;

b) A fine of VND 5,000,000 to VND 10,000,000 if the transaction registration value is from VND 200,000,000 to less than VND 400,000,000;

c) A fine of VND 10,000,000 to VND 20,000,000 if the transaction registration value is from VND 400,000,000 to less than VND 600,000,000;

d) A fine of VND 20,000,000 to VND 30,000,000 if the transaction registration value is from VND 600,000,000 to less than VND 1,000,000,000;

đ) A fine of VND 30,000,000 to VND 50,000,000 if the transaction registration value is from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine of VND 50,000,000 to VND 70,000,000 if the transaction registration value is from VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine of VND 70,000,000 to VND 100,000,000 if the transaction registration value is from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine of VND 100,000,000 to VND 150,000,000 if the transaction registration value is VND 10,000,000,000 or more.

4. The act of trading outside the time period registered or outside the time period announced by the Vietnam Stock Exchange or the listed company, exceeding the registered value shall be punished according to the actual value of securities traded based on par value (for shares, convertible bonds, fund certificates) or the most recent issue price (for warrant certificates with guarantees) or the transfer value (for share purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

a) Warning if the transaction value is from VND 50,000,000 to less than VND 200,000,000;

b) A fine of VND 5,000,000 to VND 10,000,000 if the transaction value is from VND 200,000,000 to less than VND 400,000,000;

c) A fine of VND 10,000,000 to VND 20,000,000 if the transaction value is from VND 400,000,000 to less than VND 600,000,000;

d) A fine of VND 20,000,000 to VND 30,000,000 if the transaction value is from VND 600,000,000 to less than VND 1,000,000,000;

đ) A fine of VND 30,000,000 to VND 50,000,000 if the transaction value is from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine of VND 50,000,000 to VND 70,000,000 if the transaction value is from VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine of VND 70,000,000 to VND 100,000,000 if the transaction value is from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine of 1% to 2% of the actual value of securities traded if the transaction value is VND 10,000,000,000 or more. In cases where the fine amount exceeds the maximum fine amount prescribed in point b, Clause 3, Article 5 of this Decree, the maximum fine amount prescribed in point b, Clause 3, Article 5 of this Decree shall be applied.

5. The act of not reporting on the anticipated transactions shall be punished according to the actual value of securities traded based on par value (for shares, convertible bonds, fund certificates) or the most recent issue price (for warrant certificates with guarantees) or the transfer value (for share purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

a) A fine of VND 5,000,000 to VND 10,000,000 if the transaction value is from VND 50,000,000 to less than VND 200,000,000;

b) A fine of VND 10,000,000 to VND 20,000,000 if the transaction value is from VND 200,000,000 to less than VND 400,000,000;

c) A fine of VND 20,000,000 to VND 40,000,000 if the transaction value is from VND 400,000,000 to less than VND 600,000,000;

d) A fine of VND 40,000,000 to VND 60,000,000 if the transaction value is from VND 600,000,000 to less than VND 1,000,000,000;

đ) A fine of VND 60,000,000 to VND 100,000,000 if the transaction value is from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine of VND 100,000,000 to VND 150,000,000 if the transaction value is from VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine of VND 150,000,000 to VND 250,000,000 if the transaction value is from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine of 3% to 5% of the actual value of securities traded if the transaction value is VND 10,000,000,000 or more. In cases where the fine amount exceeds the maximum fine amount prescribed in point b, Clause 3, Article 5 of this Decree, the maximum fine amount prescribed in point b, Clause 3, Article 5 of this Decree shall be applied.

6. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of reporting late when holding 5% or more of the voting shares of a public company, a publicly traded securities investment company, or fund certificates of a closed-end fund, or when ceasing to be a major shareholder or investor holding 5% or more of the fund certificates of a closed-end fund; founding shareholders reporting late before conducting restricted share transactions, and a fine of VND 100,000,000 to VND 140,000,000 shall be imposed for the act of not reporting when holding 5% or more of the voting shares of a public company, a publicly traded securities investment company, or fund certificates of a closed-end fund, or when ceasing to be a major shareholder or investor holding 5% or more of the fund certificates of a closed-end fund; founding shareholders reporting late before conducting restricted share transactions.

7. Additional forms of administrative sanction:

a) Suspension of securities trading activities for a period of 01 month to 03 months for acts violating the provisions at point h, Clause 4 of this Article;

b) Suspension of securities trading activities for a period of 03 months to 05 months for acts violating the provisions at point h, Clause 5 of this Article."

28. Amend and supplement Clause 1 and Clause 4 of Article 34 as follows:

"1. Suspend securities trading activities for a period of six to twelve months for the act of lending accounts to others for securities trading or holding securities on behalf of others, leading to market manipulation in the securities market."

4. Impose a fine of from VND 400,000,000 to VND 500,000,000 for the act of concealing true ownership information regarding one or more securities to evade or assist others in evading the obligation to disclose information or make a public tender offer or comply with foreign ownership ratio regulations in the Vietnamese securities market."

29. Amend and supplement Clause 1 of Article 35 as follows:

"1. Impose a fine of ten times the illegal revenue but not less than the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree for the act of using insider information to buy or sell securities. In cases where there is no illegal revenue or the fine calculated based on illegal revenue is lower than the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree, apply the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree for punishment."

30. Amend and supplement Clause 1 of Article 36 as follows:

"1. Impose a fine of ten times the illegal revenue but not less than the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree for the act of manipulating the securities market. In cases where there is no illegal revenue or the fine calculated based on illegal revenue is lower than the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree, apply the maximum fine prescribed in Point b, Clause 3, Article 5 of this Decree for punishment."

31. Amend and supplement Clauses 2, 4, and 5 of Article 38 as follows:

"2. Impose a fine of from VND 50,000,000 to VND 70,000,000 on securities companies, commercial banks, foreign bank branches, or branches of securities companies and commercial banks that conduct securities custody, settlement, and clearing activities without fully meeting the conditions; conducting securities custody, settlement, and clearing activities without obtaining a registration certificate for custody activities, a decision approving the branch of a securities company or commercial bank to conduct securities custody activities, a certificate of eligibility to provide securities settlement services, or a notification from the State Securities Commission about receiving the authorization report for the branch to conduct securities custody activities, and without being approved by the Vietnam Securities Depository and Clearing Corporation to become a member.

4. Additional forms of administrative punishment:

Suspend securities custody, settlement, and clearing activities for a period of one to three months for violations stipulated in Clause 1 and Clause 3 of this Article.

5. Measures to remedy consequences:

a) Order to stop conducting securities custody, settlement, and clearing activities for violations stipulated in Clause 2 of this Article;

b) Order to revoke or correct information for violations stipulated in Clause 3 of this Article."

32. Amend and supplement the opening clause of Clause 2 of Article 39 and the opening clause of Clause 3 of Article 39, amend and supplement some points in Clause 3 of Article 39, Clause 6 of Article 39, and Point a of Clause 7 of Article 39 as follows:

a) Amend and supplement the opening clause of Clause 2 of Article 39 as follows:

"2. Impose a fine of from VND 70,000,000 to VND 100,000,000 on the Vietnam Securities Depository and Clearing Corporation, custodian members, registration organizations, bond custodians, and clearing members who commit one of the following violations:"

b) Amend and supplement the opening clause of Clause 3 of Article 39 as follows:

"3. Impose a fine of from VND 100,000,000 to VND 150,000,000 on the Vietnam Securities Depository and Clearing Corporation, custodian members, registration organizations, bond custodians, and clearing members, and impose a fine of from VND 50,000,000 to VND 75,000,000 on employees of custodian members or clearing members who commit one of the following violations:"

c) Amend and supplement Points a and đ of Clause 3 of Article 39 as follows:

"a) Recording inaccurately assets, property rights, and related interests of customer securities held in custody; incorrectly accounting on securities custody accounts, position accounts, or margin accounts; failing to settle payments within the due time, transferring ownership of registered securities without going through the Vietnam Securities Depository and Clearing Corporation, or transferring ownership of bonds contrary to the law;"

đ) Failing to manage separately customer securities custody accounts, margin accounts, and clearing margin accounts containing both money and securities at the Vietnam Securities Depository and Clearing Corporation, custodian members, and clearing members from their own assets; failing to open detailed securities custody accounts for each customer and manage separately the assets and transaction positions of each customer and customers with clearing members;"

d) Amend and supplement Clause 6 of Article 39 as follows:

"6. Additional forms of punishment:

a) Suspend securities custody, clearing, and settlement activities for a period of one to three months for custodian members and clearing members violating Clause 5 of this Article;

b) Revoke the securities professional practice certificate for a period of one to three months for securities professionals violating Clause 3 and Clause 5 of this Article."

d) Amend and supplement Point a of Clause 7 of Article 39 as follows:

"a) Compel separate management of deposit accounts, margin accounts, and securities settlement margin accounts of customers at Vietnam Securities Depository and Clearing Corporation (VSDC), deposit members, and clearing members from the assets of VSDC, deposit members, and clearing members; compel opening of detailed deposit accounts, margin accounts, and securities settlement margin accounts for each customer; compel separate management of each customer's assets and trading positions and those of customers with clearing members for violations of the provisions set forth in point đ, Clause 3, Article 4 of this Decree within a maximum period of six months from the date on which this measure becomes effective;"

33. Amend and supplement point a Clause 2, Article 42, Clause 5, Article 42, add Clause 5a and Clause 5b after Clause 5, Article 42, and amend and supplement Clause 6, Article 42 as follows:

a) Amend and supplement point a Clause 2, Article 42 as follows:

"a) Failure to fully comply with legal regulations regarding means, forms, or languages for information disclosure;"

b) Amending and supplementing Clause 5 of Article 42 as follows:

"5. A fine of VND 100,000,000 to VND 200,000,000 for disseminating false information."

c) Add Clause 5a and Clause 5b after Clause 5, Article 42 as follows:

"5a. A fine of VND 200,000,000 to VND 300,000,000 for creating false information or concealing information in securities activities as stipulated in Clause 1, Article 12 of the Securities Law."

5b. Additional sanctions:

Suspension of securities business operations, representative office activities, securities depositary activities, securities clearing and settlement activities, and securities trading activities for a period of one to three months for violations of the provisions set forth in Clause 5a of this Article."

d) Amend and supplement Clause 6, Article 42 as follows:

"6. Measures to remedy consequences:

Compel the withdrawal or correction of false information for violations of the provisions set forth in Clauses 5 and 5a of this Article."

34. Amend and supplement Clause 3, add Clause 3a after Clause 3, and amend and supplement Clause 4, Article 43 as follows:

a) Amend and supplement Clause 3, Article 43 as follows:

"3. A fine of VND 70,000,000 to VND 100,000,000 for failure to report required information as prescribed by law or upon request of the State Securities Commission as stipulated in Clause 3, Article 120, Clause 4, Article 123, and Clause 3, Article 124 of the Securities Law."

b) Add Clause 3a after Clause 3, Article 43 as follows:

"3a. A fine of VND 100,000,000 to VND 200,000,000 for reporting false or misleading information."

c) Amend and supplement Clause 4, Article 43 as follows:

"4. Measures to remedy consequences:

Compel accurate reporting of information for violations of the provisions set forth in Clause 3a of this Article."

35. Amend and supplement point a Clause 2, Article 44 as follows:

"a) Failure to notify the audited entity during the audit process when discovering non-compliance with laws and regulations related to the preparation and presentation of audited financial statements or failure to recommend corrective measures to the audited entity or failure to include comments in the audit report or management letter as prescribed by auditing standards in cases where the audited entity does not correct the non-compliance;"

36. Amend and supplement Clause 5, Article 45 as follows:

"5. A fine of VND 70,000,000 to VND 100,000,000 for subsidiaries of the Vietnam Stock Exchange failing to retain and update basic information about organizational structure, founders, and beneficial owners of listed companies as prescribed in Clause 1, Article 18 of the Anti-Money Laundering Law."

37. Amend certain points of Clauses 1, 2, and 3, Article 47 as follows:

a) Amend point d Clause 1, Article 47 as follows:

"d) Suspension of securities trading activities as prescribed in Clause 1, Article 34 of this Decree;"

b) Amend point d Clause 2, Article 47 as follows:

"d) Suspension of securities trading activities for a specified period; revocation of the certificate of registration for representative offices and securities professional certificates for a specified period;"

c) Amend point d Clause 3, Article 47 as follows:

"d) Suspension of securities trading activities for a specified period; revocation of the certificate of registration for representative offices and securities professional certificates for a specified period;"

38. Amend and supplement Clause 2, Article 48 and add Clause 3 after Clause 2, Article 48 as follows:

"2. Civil servants under the State Securities Commission during inspections, examinations, and supervision of securities and securities market activities; civil servants under the finance sector while performing their duties; civil servants, officials, and persons authorized to perform their duties according to regulatory documents or administrative documents issued by competent authorities must promptly prepare administrative violation records and transfer them to the authority responsible for punishment to proceed with punishment when they discover administrative violations as prescribed in this Decree.

3. The authority responsible for punishing administrative violations may apply simplified procedures without preparing administrative violation records in cases of warning punishments as prescribed in Clause 1, Article 13, point a Clause 1, Article 14, point a Clause 2, point a Clause 3, and point a Clause 4, Article 33, Clause 1, Article 42, point a Clause 1, Article 44 of this Decree, except in cases where the administrative violations are discovered through the use of technical or professional equipment, methods."

39. Amend and supplement Clause 1, Clause 3, and add Clause 4 after Clause 3, Article 49 as follows:

"1. When imposing supplementary sanctions of suspending securities business operations as prescribed in point a Clause 2, Article 20, point a Clause 7, Article 24, point a Clause 7, Article 26, point b Clause 6, Article 27, point a Clause 2, Article 35, point a Clause 2, Article 36, Clause 5b, Article 42, Clause 7, Article 45, point a Clause 3, Article 46 of this Decree, the authority prescribed in Article 47 of this Decree has the right to issue a decision to suspend one, several, or all securities business operations of the violating organization for a specified period."

3. In cases where securities business operations are suspended for a specified period, the punished organization must immediately cease part or all of the securities business operations recorded in the penalty decision from the date the penalty decision takes effect and must comply with prohibitions or restrictions during the suspension period.

4. Within two working days from the date of issuing the administrative penalty decision, the authority issuing the decision shall send the decision to the penalized organization, the Vietnam Securities交易中心, Vietnam Securities交易中心的子公司, and the Vietnam Securities登记结算公司.

40. Amend and supplement Article 50 as follows:

"Article 50. Application of Suspension of Securities Custody, Settlement, and Payment Activities

1. When applying the suspension of securities custody, settlement, and payment activities as prescribed in Clause 4 of Article 38, Point a of Clause 6 of Article 39, and Clause 5 of Article 40 of this Decree, the authority prescribed in Article 47 of this Decree has the right to issue a decision to suspend for a limited period, some, or all of the securities custody, settlement, and payment activities of the violating organization.

2. In cases where the suspension of securities custody, settlement, and payment activities is for a limited period, the penalized organization must immediately cease part or all of the securities custody, settlement, and payment activities recorded in the administrative penalty decision from the date the decision takes effect and must comply with prohibitions or restrictions during the suspension period.

3. Within two working days from the date of issuing the administrative penalty decision for suspending securities custody, settlement, and payment activities, the authority issuing the decision shall send the decision to the penalized organization and the Vietnam Securities登记结算公司 for enforcement.

4. Within two working days from receiving the administrative penalty decision, the Vietnam Securities登记结算公司 must send a notification letter to the authority issuing the administrative penalty decision regarding the enforcement results.

41. Supplement Article 50a following Article 50 as follows:

"Article 50a. Application of Revocation of Securities Business Certificate

1. In cases where the revocation of the securities business certificate is for a limited period, the securities practitioner must immediately cease all business activities recorded in the securities business certificate from the date the administrative penalty decision takes effect and must comply with prohibitions or restrictions during the revocation period.

2. Within two working days from the date of issuing the administrative penalty decision, the authority issuing the decision shall send the decision to the penalized securities practitioner and the securities company where the securities practitioner works for enforcement.

3. Within two working days from receiving the administrative penalty decision, the securities company where the securities practitioner works must send a notification letter to the authority issuing the administrative penalty decision regarding the enforcement results at their organization.

42. Amend and supplement Clause 3, Point a of Clause 4 of Article 51 and supplement Point c after Point b of Clause 5 of Article 51 as follows:

"a) Amend and supplement Clause 3 Article 51 as follows:"

"3. The deadline for implementing the measures to remedy consequences prescribed in Clause 3 of Article 4 of this Decree is a maximum of thirty days from the date the decision on applying remedial measures takes effect, except for the cases stipulated in Points a, b, and e of Clause 9 of Article 8; Point c of Clause 9 of Article 8 in case of being compelled through the nearest shareholders' meeting; Points a and b of Clause 5 of Article 9, Points a, b, and c of Clause 8 of Article 10, Points b and c of Clause 6 of Article 12, Clause 3 of Article 15a, Point d of Clause 6 of Article 17, Point a of Clause 7 of Article 18, Clause 8 of Article 26, Clause 7 of Article 27, Point c of Clause 8 of Article 32, Point b of Clause 6 of Article 34, Clause 7 of Article 39, Point a of Clause 6 of Article 40, Clause 4 of Article 44, Clauses 1 and 2 of Article 51 of this Decree. Violating individuals and organizations must report to the authority issuing the administrative penalty decision about the results of implementing the remedial measures prescribed in this clause within a maximum of three working days from the end of the compliance period for the remedial measures.

b) Amend and supplement Point a of Clause 4 of Article 51 as follows:

"a) Within a maximum of three working days from the date of receipt of the administrative penalty decision or the decision on applying remedial measures, violating individuals and organizations must send a notification letter to investors simultaneously publishing it in one central newspaper for three consecutive issues and on the company's website regarding the repayment to investors of the securities purchase price or deposit (if any), plus interest calculated according to the interest rate on bonds or non-term deposits of the bank where the violating individual or organization has an account for collecting the securities purchase price or deposit. The interest amount on the securities purchase price or deposit that the violating individual or organization must pay to the investor is calculated from the date the investor pays the money until the date the violating individual or organization returns the money to the investor. If the investor has legally transferred the securities purchased in the mentioned offering, the violating individual or organization is responsible for identifying the investors who have received the transfer before the announcement of the repayment and the quantity of securities currently held to inform those investors.

c) Supplement Point c after Point b of Clause 5 of Article 51 as follows:

"c) Violating individuals and organizations must report to the authority issuing the administrative penalty decision about the results of implementing the remedial measure of returning securities and customer-owned funds within a maximum of three working days from the end of the compliance period for the remedial measures.

43. Supplement Article 51a following Article 51 as follows:

"Article 51a. Application of Suspension of Securities Trading Activities

1. When applying the suspension of securities trading activities as prescribed in Clause 7 of Article 33 and Clause 1 of Article 34 of this Decree, the authority prescribed in Article 47 of this Decree issues a decision to suspend for a limited period the entire securities trading activities on the securities trading market of the violating investor, which is an organization or individual. The violating organization or individual must immediately cease all securities buying and selling activities on the securities trading market from the date the administrative penalty decision takes effect.

2. Within two working days from the date of issuing the administrative penalty decision, the authority issuing the administrative penalty decision shall send the administrative penalty decision to the organization or individual subject to the penalty, the Vietnam Securities交易中心，越南证券交易中心的子公司，越南中央结算和存管公司以及相关证券公司以执行。

3. Within two working days from the receipt of the administrative penalty decision, the Vietnam Securities交易中心，越南证券交易中心的子公司，越南中央结算和存管公司以及相关证券公司必须向作出行政决定的有权机关通报在其组织内执行的结果。

44. Supplement Article 52a following Article 52 as follows:

"Article 52a. Enforcement of administrative penalties and measures to remedy consequences in the securities and securities market sector

1. Within seven days from the end of the period for performing the main form of administrative penalty which is a fine, the organization or individual subject to the penalty shall be responsible for sending proof of payment of the fine with confirmation from the State Treasury or bank to the authority issuing the administrative penalty decision. Within ten days from the end of the period for performing the main form of administrative penalty without receiving proof of payment of the administrative fine from the organization or individual in violation, the authority issuing the administrative penalty decision shall be responsible for sending a notice urging the organization or individual in violation to pay the fine according to the administrative penalty decision.

2. Within ten days from the end of the period for performing the main form of administrative penalty which is suspension of securities trading activities for a period, revocation of the right to use certificates for a period as prescribed in points c and d Clause 1 Article 4 of this Decree, supplementary forms of administrative penalty and remedial measures prescribed in Clause 2 and Clause 3 Article 4 of this Decree, without receiving reports on the implementation results from the organization or individual in violation, the related organizations, the authority issuing the administrative penalty decision shall be responsible for sending a notice urging the organization or individual in violation, the related organizations to implement or conduct inspections on the enforcement results of the forms of administrative penalties and remedial measures of the organization or individual subject to the penalty.

45. Supplement Article 52b following Article 52a as follows:

"Article 52b. Public announcement of administrative penalties in the securities sector

1. Organizations or individuals subject to administrative penalties with fines of VND 70,000,000 or more, or subject to the main form of administrative penalty being revocation of the right to use certificates for a period or suspension of securities trading activities for a period, or subject to one of the supplementary forms of administrative penalty or remedial measures prescribed in Clause 2 and Clause 3 Article 4 of this Decree will have information about administrative violations in the securities sector made public.

2. Within three working days from the date of issuing the administrative penalty decision against individuals or organizations with acts of administrative violations as prescribed in Clause 1 of this Article, the administrative penalty decision must be published on the electronic information website of the State Securities Commission.

3. The content of the public announcement includes: the name, address of the violator or the name, address of the violating organization, the act of administrative violation, the form of administrative penalty, the remedial measure and the time of implementation."

46. Replace the phrase "within the period" with the phrase "for a period" in Clause 7 Article 10, Clause 5 Article 17, Clause 2 Article 20, point a Clause 7 Article 26, point b Clause 6 Article 27, Clause 5 Article 34, Clause 2 Article 35, Clause 2 Article 36, Clause 5 Article 40, Clause 7 Article 45, points a and b Clause 3 Article 46 of this Decree.

Article 2. Abolish certain provisions of Government Decree No. 156/2020/NĐ-CP dated December 31, 2020, on administrative penalties for violations in the securities and securities market sector as follows:

Abolish Point a Clause 1 Article 8, Point a Clause 1 Article 29.

Article 3. Implementation Provisions

1. This Decree shall take effect from January 1, 2022.

2. Transitional provisions:

a) For administrative violations concerning securities and the securities market occurring before the effective date of this Decree but discovered or subject to a decision on administrative penalty after this Decree takes effect, the provisions of this Decree shall be applied if this Decree does not provide for legal liability or provides for lighter legal liability;

b) For administrative violations concerning securities and the securities market that have been subject to decisions on administrative penalties or have been fully executed before the effective date of this Decree, where individuals or organizations still file complaints or initiate lawsuits, they shall be resolved according to the regulations on administrative penalties for violations in the securities and securities market sector and related laws in effect at the time of the violation.

3. Responsibility for implementation:

Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central jurisdiction, and relevant organizations and individuals are responsible for implementing this Decree./.