Decree No. 145/2016/ND-CP Amending and Supplementing Certain Provisions of Decree No. 108/2013/ND-CP dated September 27, 2013 of the Government on Administrative Sanctions for Violations in the Securities and Securities Market Sector

THE GOVERNMENT -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 145/2016/NĐ-CP	Hanoi, October 1 the November 2016

DECREE

AMENDING AND SUPPLEMENTING SOME ARTICLES OF THE DECREE NO. 108/2013/NĐ-CP OF SEPTEMBER 23, 2013 OF THE GOVERNMENT ON ADMINISTRATIVE SANCTIONS FOR VIOLATIONS IN THE SECURITIES AND SECURITIES MARKET SECTOR

Pursuant to the Law on Organization At the proposal of dated June 19, 2015;

Pursuant to the Law on Handling Administrative Violations dated October 20 the 6 years 2012;

Pursuant to the Securities Law dated June 29, 2006 and the Law Amendingtransfer Some Provisions of the Securities Law MANAGEMENT AND USE OF DEPOSITS AT THE ENVIRONMENT PROTECTION FUND Pursuant to the Law on Combating Money Laundering dated August 18transfer July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of

The Government promulgates the Decree amending and supplementing some articles of the Decree No. 108/2013/NĐ-CP of September 23, 2013 of the Government on administrative sanctions for violations in the securities and securities market sector as follows: the 6 years 2012;

Pursuant to the Enterprise Law dated November 26, 2014;

At the proposal of the Minister of Finance;

Article 3, Clause 1, Point b At the proposal of "b) Fine;"transfer The maximum fine amount in the securities sectortransfer.

Article 1. Amending and supplementing certain provisions of the Governmental Decree No.

for organizations committing violations is 2,000,000,000 VND and for individuals committing violations is 1,000,000,000 VND.

1. Amendment

The maximum fine amount for the violation prescribed in Clause 3, Article 5 of this Decree is 5% of the total amount of funds raised illegally but not exceeding 2,000,000,000 VND for organizations and 1,000,000,000 VND for

as follows:

individuals. The maximum fine amount for organizations committing violations prescribed in Clause 5, Article 6 and Clause 2, Article 16 of this Decree is five times the illegal revenue but not exceeding 2,000,000,000 VND.

The fines prescribed in Chapter II of this Decree apply to organizations; if both an organization and an individual commit the same violation, the fine amount for the individual is half the fine amount for the organization.transfer The maximum fine amount in the securities sectortransfer The fines prescribed in Clause 2 and Clause 3, Article 11, Clause 1a and Clause 3, Article 24, Clause 4, Article 26 of this Decree only apply to individuals.”

Article 3, Clause 3, Points a and k in the Field of Teachers and Educational Institution Managers “a) Order the recovery of securities

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

or deposit (if any) and interest accrued from the purchase price of securities

2. Amend

or deposit; order the recovery of additional shares issued;

as follows:

k) Order the custody, separate management of assets, capital, securitiestransfer , trading positions;”transfer Name of Section 1 Chapter II and Article 4transfer “SECTION 1. VIOLATIONS OF PROVISIONS ON PRIVATE PLACEMENT OF SHARES IN VIETNAM BY PUBLIC COMPANIES, SECURITIES COMPANIES, FUN MANAGEMENT COMPANIES AND VIOLATIONS OF PROVISIONS ON PRIVATE PLACEMENT OF BONDS IN VIETNAM.”

Article 4. Violations of provisions on private placement of shares in Vietnam by public companies, securities companies, fund management companies, violations of provisions on private placement of bonds in Vietnam.”transfer4. Supplement Point c

3. Amendment

Clause 1, Article 4

as follows:

“c) Not publishing the report on the use of capital audited at the General Shareholders' Meeting or not detailing the use of capital obtained from the private placement of shares in the annual financial report audited, except in cases where shares are issued to swap debts or swap equity interests.”

Point btransferand supplement Point d

Clause 2, Article 4

“b) Implementing the private placement of shares not in accordance with the plan already

as follows:

or not within the time specified; implementing the issuance of private placement of bonds not in accordance with the plan approved;

5. Amend

d) Not opening a frozen account at a commercial bank; not transferring the proceeds from the private placement into the frozen account; releasing or using the proceeds from the private placement before the State Securities Commission issues a written notification confirming the results of the private placement.”

6. Supplement Clause 3a after

Clause 3, Article 4

as follows:

“3a. Fine from 400,000,000 VND to 700,000,000 VND for the act of forging documents in the private placement of shares without being criminally prosecuted.” registration 7. Supplement Point d

Clause 4, Article 4

“d) Organizations committing violations as prescribed in Clause 3a of this Article must recover the securities that have been privately placed, refund the investors the purchase price of securities or deposit (if any) plus interest calculated at the non-term deposit rate of the bank where the organization committing the violation has opened an account to collect the purchase price of securities or deposit at the time this decision takes effect. The deadline for recovering securities and refunding money to investors is 60 days from the date this decision takes effect.”

8. Amend

as follows:

“3. Fine from 1% to 5% of the total amount of funds raised illegally for the act of forging documents in the public offering of securities without being criminally prosecuted.”

and supplement Point c

Clause 1, Article 6

as follows:

“b) Not opening a frozen account at a commercial bank; not transferring the proceeds from the private placement into the frozen account; releasing or using the proceeds from the private placement before the State Securities Commission issues a written notification confirming the results of the private placement;

c) Not publishing the report on the use of capital audited at the General Shareholders' Meeting or not detailing the use of capital obtained from the public offering of securities in the annual financial report audited.”

, supplementing Point 21. Handling assets not subject to distribution of cooperatives and cooperative unions upon dissolution or bankruptcy

as follows:

“a) Submitting the registration dossier for a public company beyond the prescribed time limit from over 12 months to 24 months;”

9. Amend

d) Not opening a frozen account at a commercial bank; not transferring the proceeds from the private placement into the frozen account; releasing or using the proceeds from the private placement before the State Securities Commission issues a written notification confirming the results of the private placement.”

11. Supplement Clause 4 and Clause 5

“4. Fine from 50,000,000 VND to 70,000,000 VND for the act of submitting the registration dossier for a public company beyond the prescribed time limit from over 24 months to 36 months.

as follows:

5. Fine from 70,000,000 VND to 100,000,000 VND for the act of not submitting or submitting the registration dossier for a public company beyond the prescribed time limit over 36 months.”

Clause 3 and Clause 4, Article 11

10. Amend

point a, Clause 3, Article 9

as follows:

“3. Fine from 50,000,000 VND to 70,000,000 VND for the Chairman of the Board of Directors, members of the Board of Directors, members of the Supervisory Board, General Director or Managing Director and other managerial staff of a public company who commit one of the following violations:

a) The Chairman of the Board of Directors concurrently holds the position of General Director or Managing Director when such concurrent holding has not been annually approved at the Annual General Shareholders' Meeting or in cases where the law prohibits such concurrent holding;

Article 9

as follows:

"4. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on the act of submitting registration documents for a public company late by more than 24 months but not exceeding 36 months from the prescribed deadline."

"5. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on the act of failing to submit or submitting registration documents for a public company late by more than 36 months from the prescribed deadline."

12. Amend

Clause 3 and Clause 4, Article 11

as follows:

"3. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on the Chairman of the Board of Directors, members of the Board of Directors, members of the Supervisory Board, General Director or Managing Director, and other management staff of a public company who commit any of the following violations:"

"a) The Chairman of the Board of Directors concurrently holding the position of General Director or Managing Director when such concurrent position has not been annually approved at the Annual General Meeting of Shareholders or in cases where the law prohibits such concurrent position;"

b) Failing to fully comply with corporate governance responsibilities and obligations; failing to disclose related interests or failing to notify the Board of Directors and the Supervisory Board about transactions between the company, its subsidiaries, and companies under the control of the public company with that shareholder or with persons related to that shareholder as prescribed by law.

4. A fine of from VND 70,000,000 to VND 100,000,000 for violations of laws on corporate governance regarding shareholders' rights, nominations, elections, appointments, dismissals, and removals of Board of Directors members and Supervisory Board members, the composition of the Board of Directors, convening, organizing meetings, and passing decisions of the Shareholders' Meeting, the Board of Directors, and the Supervisory Board, and transactions with related parties or transactions with shareholders, Board of Directors members, Supervisory Board members, General Directors or Managing Directors, other management personnel, and related parties of these individuals.

13. Amendment

Clause 1 Article 12

as follows:

“1. A fine of from VND 30,000,000 to VND 50,000,000 for any of the following violations:

a) Selling treasury shares purchased in the most recent repurchase period before six months from the end of the repurchase period, except where the treasury shares are sold or used as stock bonuses for employees within the company or in cases where the repurchase period is exempted from repurchase conditions; conducting buyback or sale of treasury shares transactions before seven days from the date of information disclosure about such transactions.

b) Repurchasing shares without going through the designated securities company in cases where a public company with unlisted or non-trading registered shares conducts a repurchase.”

14. Supplementing Point e, Point g, and Point h

Clause 2 Article 12

as follows:

“e) Using treasury shares as collateral, assets for capital contribution, or transfer exchange;

g) Not placing orders for share repurchase or sale transactions or placing orders for share repurchase or sale transactions at prices outside the price fluctuation range during the registration period for treasury share transactions;

h) Disclosing specific expected transaction prices when conducting treasury share transactions.”

15. Amend

name Section 8 Chapter II

as follows:

“SECTION 8. VIOLATIONS OF REGULATIONS ON LISTING AND TRADING SECURITIESNON-METALLIC MINERALS, REGISTERING TRADING SECURITIESNON-METALLIC MINERALS”

16. Supplementing Clause 2a

Clause 2 Article 14

as follows:

“2a. The act of not registering trading, listing securities or registering trading, listing securities beyond the deadline shall be punished as follows:

a) A fine of from VND 10,000,000 to VND 30,000,000 for the act of registering trading, listing securitiestransfer beyond the deadline up to one month;

b) A fine of from VND 30,000,000 to VND 70,000,000 for in the Field of Teachers and Educational Institution Managers the act of registering trading, listing securitiestransfer beyond the deadline from over one month to three months;

c) A fine of from VND 70,000,000 to VND 100,000,000 for the act of registering trading, listing securitiestransfer beyond the deadline from over three months to six months;

d) A fine of from VND 100,000,000 to VND 200,000,000 for the act of registering trading, listing securitiestransfer beyond the deadline from over six months to nine months;

đ) A fine of from VND 200,000,000 to VND 300,000,000 for the act of registering trading, listing securitiestransfer beyond the deadline from over nine months to twelve months;

e) A fine of from VND 300,000,000 to VND 400,000,000 for in the Field of Teachers and Educational Institution Managers the act of not registering trading, listing securitiestransfer or registering trading, listing securitiestransfer beyond the deadline over twelve months.”

17. Amend

Clause 1 and Clause 2 Article 16

as follows:

“1. A fine of from VND 1,000,000,000 to VND 1,200,000,000 for 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 but not less than the maximum fine prescribed in Clause 1 of this Article and not exceeding VND 2,000,000,000 for organizations that organize securities trading markets contrary to the provisions of the law in cases where there is illegal income.”

18. Amending

Clause 2 Article 18

as follows:

“2. A fine of from VND 300,000,000 to VND 400,000,000 for the Securities Exchange approving membership registration when the conditions have not been met; suspending or terminating membership status when it does not fall under the circumstances for suspension or termination of membership status.”

19. Amending

Point b Clause 4 Article 20

as follows:

“b) Implementing division, split, merger, consolidation, conversion, dissolution before the term, suspension of operations, cessation of operations without being of the National Assembly; Securitiestransfer State approval, except in cases provided otherwise by law.”

20. Amend

Point d

6. Supplement Clause 3a after

Clause 5 Article 20

as follows:

“d) Engaging in securities business, providing securities services, investing abroad without meeting the required conditions;

đ) Engaging in prohibited or restricted activities during the suspension of operations, cessation of operations, or termination of operations.”

21. Amending

Clause 6, Clause 7, and Clause 8 Article 20

as follows:

“6. A fine of from VND 200,000,000 to VND 300,000,000 for any of the following violations:

a) Conducting securitiestransfer, providing securitiestransfer, services without of the National Assembly; Securitiestransfer State permission, certificate, or approval; providing securitiestransfer, financial services without a written a written notice opinion of of the National Assembly; Securitiestransfer State or without guidance regulations of competent state agencies;

b) Operating contrary to the contents stipulated in the license, certificate, or approval.

7. A fine of from VND 200,000,000 to VND 300,000,000 for any of the following violations:

a) Preparing, certifying application documents for establishment and operation licenses containing false information or concealing facts or serious discrepancies;

b) Preparing, certifying application documents for derivative securities business qualification certificates containing false information.

8. Additional form of punishment: Suspension of securities business and service operations for a period of from one month to three months for violations stipulated in Points b, c, d Clause 5, Clause 6; Point a Clause 7 of this Article and suspension of derivative securities business operations for a period of from six months to nine months for violations stipulated in Point b Clause 7 of this Article.”

22. Amending

name Article 21 and Clause 1 Article 21

as follows:

“Article 21. Violations of regulations on the activities of securities companiestransfer, branch of a foreign securities company in Vietnamtransfer foreign at Vietnam

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

a) Not issuing or not complying with internal procedures, business procedures, internal control procedures and risk management rules, and appropriate professional conduct rules;

b) Not complying with the provisions of the Securities Law, the Enterprise Law, and other laws on governance and management;

c) Preparing, certifying registration files for online securities trading services containing inaccurate information or not amending and supplementing the file when discovering inaccurate information or missing required contents in the file;

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;

đ) Not separating office space, personnel, data systems, and reports between business units; not establishing a customer communication and complaint resolution department;

e) Not announcing at the headquarters, branches, and transaction offices the contents related to trading methods, orders, margin trading, payment times, trading fees, provided services, service conditions, lists of securities professionals, and other information as prescribed by law;

g) Not announcing or not announcing promptly the sale of collateral securities, sale of pledged securities, or trading results to customers as prescribed by law.”

23. Amend

Clause 2, Article 21, amend Point a and Point đ, and add Point g, Clause 2, Article 21

as follows:

“2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for one of the following violations:

“a) Not retaining complete records, data, documents, and vouchers related to the activities of the securities company, branch of a foreign securities company in Vietnam; retained records, data, documents, and vouchers do not reflect detailed and accurate transactions of customers and the securities company or branch of a foreign securities company in Vietnam; the branch of a foreign securities company in Vietnam directly manages securities trading deposits and accepts opening of domestic investors' trading accounts;

đ) Not establishing and maintaining an internal audit system, internal control system, and risk management system; not monitoring and preventing conflicts of interest among customers or between the securities companytransfer, branch of a foreign securities company in Vietnamtransfer in Vietnam, securities professionalstransfer and customers;

g) Not transferring collateral assets and open positions of investors to substitute derivative securities trading organizations according to investor requests; not executing transactions to liquidate and close positions according to investor requests; not liquidating and closing positions on proprietary trading accounts and market-making accounts; not ensuring priority execution of investor transactions before closing their own positions.”

24. Amend

Clause 3, Article 21, and add Point i

Clause 3, Article 21

“i) Not using security solutions to ensure customer system and data safety;”

as follows:

Clause 4, Article 21, amend Point a and Point d, Clause 4 and Clause 5, Article 21

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

25. Amend

a) Not establishing a segregated account management system or not managing segregated securities trading deposits of each customer or not segregating customer funds from the securities company's funds, branch of a foreign securities company in Vietnam; directly receiving and paying securities trading funds of customers; accepting customer authorization to transfer funds internally between customer accounts;

as follows:

d) Lending money to customers except for lending to purchase margin-trading securities; lending money in any form to major shareholders, members of the Audit Board, members of the Board of Directors, members of the Board of Members, members of the Management Board, Chief Accountant, and other management positions appointed by the Board of Directors, and persons related to those mentioned above.

Suspension of business and securities services of the securities company

for a period of 01 to 03 months for violations stipulated in Points c, đ, g, Clause 3 and Clause 4 of this Article.”

5. Additional forms of punishment:

Point a, Point gtransfer and add Point h, Point i, Point ktransfer, branch of a foreign securities company in Vietnamtransfer foreign at Vietnam Industry and Clause 2, Article 22

26. Amend

“a) Not establishing a risk management system, not forming an internal control department, internal audit department; not ensuring the staffing structure of the internal control department, internal audit department or not ensuring staffing that meets the requirements; not monitoring and preventing conflicts of interest among customers or between the fund management company, securities professionals, and customers;

g) Providing opinions or guarantees to customers about the level of income or profit achieved on their investment or guaranteeing that customers will not incur losses; making investment decisions on behalf of customers, except as provided by law;

h) Opening more than one securities trading account at a securities company to conduct its own securities business; opening more than two securities trading accounts to manage entrusted customer portfolios and not opening separate accounts to trade securities for domestic and foreign entrusted customers; not opening a securities trading account in the name of an investment fund or securities investment company managed by itself or opening more than one account in the name of an investment fund or securities investment company managed by itself at a securities company;

as follows:

i) Conducting asset transactions for entrusted investment clients through one securities company exceeding the annual volume and value transaction limit of the entrusted client;

k) Engaging in acts violating the provisions of Point a, Clause 2, this Decree.”

27. Amend

Clause 3, Article 22transfer exceeding the limit on the total volume, value of transactions in a year for entrusted clients;

"k) Committing acts in violation of point a, Clause 2, Article 21 of this Decree;"

27. Amend

3. Receiving deposits and granting credit to non-members of people's credit funds shall be carried out in accordance with the Law on Credit Institutions and guidelines of the State Bank.”

6. Supplement Clause 3a after

Clause 3, Article 22

as follows:

"c) Violating provisions on restrictions concerning the activities of fund management companies, related parties of fund management companies, and employees working at fund management companies; violating provisions on restrictions concerning the activities of securities companies; violating provisions on real estate investment funds; violating provisions on restrictions concerning the activities of securities investment funds;" a) For PPP projects, the tenderer shall post the selection results of investors and attach the approval decision on the System no later than ten days from the date the document is issued in accordance with point b of Clause 2, Article 4 of Decree No. 35/2021/NĐ-CP. securities;transfer; violating provisions on real estate investment funds; violating provisions on restrictions concerning the activities of securities investment funds;transfer;

d) Registering as the owner of assets on behalf of the client when there is no written request from the client or conducting transactions for the client while registered as the owner of assets on behalf of the client without prior approval from the client."

28. Add Point 1

Clause 4 Article 22

as follows:

"1) Investing in derivative securities from entrusted capital, fund capital, or securities company capital when the investment management contract, fund charter, or securities company regulations do not permit the use of entrusted capital, fund capital, or securities company capital to invest in derivative securities; investing in derivative securities from their own capital, borrowed capital, and other legally raised capital."

29. Add Clause 1a after

Clause 1 Article 24

as follows:

"1a. Imposing a fine of VND 30,000,000 to VND 50,000,000 on the Representative Manager or employee at the representative office who concurrently holds a position without authorization."

30. Amend

Point a Clause 2 Article 24

as follows:

"a) Operating a representative office without meeting the required conditions; failing to register the operation of a representative office or operating a representative office without approval or without obtaining a registration certificate for the representative office;"

31. Amend

the name of Article 26

as follows:

"Article 26. Violations of regulations on practicing as a securities professional and managing securities professionals;"transfer and about managing securities professionals,transfer”

32. Amend

d) Not opening a frozen account at a commercial bank; not transferring the proceeds from the private placement into the frozen account; releasing or using the proceeds from the private placement before the State Securities Commission issues a written notification confirming the results of the private placement.”

11. Supplement Clause 4 and Clause 5

Clause 1 of Article 26

as follows:

"b) Not having enough securities professionals;"transfer; assigning a person with a securities professional certificatetransfer to perform tasks that are not appropriate to the type of securities professional certificate issued;transfer c) Assigning employees or securities professionals to concurrently hold positions in cases where concurrent holding is not permitted."

and add Point dtransfer Clause 5 Article 26

33. Amend

3. Receiving deposits and granting credit to non-members of people's credit funds shall be carried out in accordance with the Law on Credit Institutions and guidelines of the State Bank.”

"c) Conducting securities trading transactions on an entrusted trading account beyond the scope of the entrustment, the value of the entrusted asset, and the customer's investment objectives; making investments on behalf of the customer, except in the case of entrusting the management of a securities trading account for individual investors;"

d) Acting as an intermediary for borrowing or lending securities between customers or between a customer and a third party, except in the case of borrowing securities to correct transaction errors or borrowing to execute exchangeable fund certificate swap transactions."

as follows:

Point a Clause 6 Article 26

"a) Misusing or appropriating securities,"

34. Amend

money belonging to clients or temporarily holding securities,

as follows:

money belonging to clients under the custody system in the name of the securities company;transfer35. Amend and supplementtransfer"Article 27. Violations of regulations on transactions of founding shareholders, major shareholders, investors holding five percent or more of the fund certificates of closed-end funds, internal persons of public companies, internal persons of public funds, and related persons of internal persons;"transfer;”

1. Imposing a fine of VND 10,000,000 to VND 30,000,000 on the act of reporting transactions incompletely or inaccurately.

Article 27

as follows:

2. Imposing a fine of VND 25,000,000 to VND 35,000,000 on the act of failing to report changes in the number of shares or fund certificates held exceeding thresholds of one percent of the total number of shares or fund certificates to the public company, fund management company, Securities Commission, or stock exchange within the prescribed time frame.

3. Imposing a fine of VND 50,000,000 to VND 70,000,000 on internal persons of public companies, internal persons of public funds, and related persons of internal persons for buying and selling or selling and buying securities of public companies outside the permitted timeframe or simultaneously buying and selling securities of public companies or fund certificates, subscription rights to fund certificates of public funds during the same registration period.

4. The act of failing to report timely on planned transactions, transaction results, reasons for not completing transactions or not completing the registered volume; trading before the announcement of information by the stock exchange; trading outside the registered time or volume will be punished as follows:

a) Warning for the first violation with mitigating circumstances or imposing a fine of VND 1,000,000 to VND 3,000,000 if the transaction involves less than 5,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

b) Imposing a fine of VND 3,000,000 to VND 5,000,000 if the transaction involves from 5,000 to less than 10,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

c) Imposing a fine of VND 5,000,000 to VND 15,000,000 if the transaction involves from 10,000 to less than 20,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

d) Imposing a fine of VND 15,000,000 to VND 25,000,000 if the transaction involves from 20,000 to less than 30,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

e) Imposing a fine of VND 25,000,000 to VND 35,000,000 if the transaction involves from 30,000 to less than 50,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

f) Imposing a fine of VND 35,000,000 to VND 45,000,000 if the transaction involves from 50,000 to less than 100,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds;

g) Imposing a fine of VND 45,000,000 to VND 65,000,000 if the transaction involves more than 100,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of closed-end funds.

5. Imposing a fine of VND 50,000,000 to VND 75,000,000 on the following violations:

"g) A fine of VND 45,000,000 to VND 65,000,000 if the transaction exceeds 100,000 shares, subscription rights to shares, convertible bonds, subscription rights to convertible bonds, fund certificates, or subscription rights to fund certificates of a closed-end fund."

"5. A fine of VND 50,000,000 to VND 75,000,000 shall be imposed on the following violations:"

a) Failing to report within the prescribed time when holding five percent or more of the outstanding voting shares of a public company, investment securities public company, or closed-end fund certificates, or when ceasing to be a major shareholder or investor holding five percent or more of the closed-end fund certificates; a) For PPP projects, the tenderer shall post the selection results of investors and attach the approval decision on the System no later than ten days from the date the document is issued in accordance with point b of Clause 2, Article 4 of Decree No. 35/2021/NĐ-CP. securities;transfer b) Failing to report within the prescribed time before conducting restricted share transactions.

6. Imposing a fine twice the amount specified in Clause 2, Clause 4, and Clause 5 of this Article in cases where there is no report on planned transactions, results of executed transactions, reasons for not completing transactions or not executing the full registered volume; failing to report when changes in the number of shares or fund certificates held exceed thresholds of one percent of the total number of shares or fund certificates; failing to report when holding five percent or more of the outstanding voting shares of a public company, investment securities public company, or closed-end fund certificates, or when ceasing to be a major shareholder or investor holding five percent or more of the closed-end fund certificates; or failing to report before conducting restricted share transactions.

Compel the return of any illegal gains obtained from the public company due to the violation stipulated in Clause 3 of this Article.

7. Measures to remedy consequences:

36. Amend

Clause 1, Clause 2, and Clause 3 of Article 29

"1. Imposing a fine ranging from VND 800,000,000 to VND 1,000,000,000 for internal trading activities that are not subject to criminal prosecution.

as follows:

2. Imposing a fine ranging from VND 1,000,000,000 to VND 1,200,000,000 for market manipulation activities in securities trading that are not subject to criminal prosecution.

3. Imposing a fine ranging from VND 1,200,000,000 to VND 1,400,000,000 for fraudulent or false information dissemination aimed at inducing or inciting the purchase or sale of securities."

37. Amend

point b of Clause 5 of Article 29

"b) Compelling the removal or correction of information for violations stipulated in Clause 3 of this Article."

as follows:

38. Amend and supplement

Article 31. Violations concerning registration, custody, netting, and settlement of securities

Article 31

as follows:

“1. Imposing a fine ranging from VND 50,000,000 to VND 70,000,000 on the Securities Depository Center, securities custodian members, netting members, and payment banks for committing any of the following violations:transfer

a) Organizing the registration, custody, netting, and settlement of securities without meeting the material and technical conditions required for such activities;

b) Failing to provide complete, timely, and accurate lists of shareholders and related documents as required by law and regulations of the public company; failing to promptly inform customers of their rights arising from deposited securities.

2. Imposing a fine ranging from VND 70,000,000 to VND 100,000,000 on the Securities Depository Center, securities custodian members, and netting members for violating regulations on the safekeeping and storage of securities; violating regulations on registration, custody, netting, and settlement of securities.

3. Imposing a fine ranging from VND 100,000,000 to VND 150,000,000 on the Securities Depository Center, securities custodian members, and netting members, and imposing a fine ranging from VND 50,000,000 to VND 75,000,000 on employees of securities custodian members for committing any of the following violations:

a) Incorrectly recording on deposit accounts, position accounts, or margin accounts; making payments out of time, transferring ownership of securities outside the Securities Depository Center;

b) Conducting securities transactions before being recorded in the transaction account by the Securities Depository Center, except as otherwise provided by law;transferc) Failing to protect databases and retain original documents related to registration, custody, netting, and settlement of securities;transfer d) Failing to maintain confidentiality of information related to customer securities ownership;transfer;

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.

4. Imposing a fine ranging from VND 300,000,000 to VND 400,000,000 on the Securities Depository Center for committing any of the following violations:transfer;

a) Approving the status of a securities custodian member without meeting the registration conditions for securities custody operations, or revoking the status of a securities custodian member when it does not fall under the circumstances for revocation;transfer b) Using customer securities or collateral for the benefit of other individuals or organizations or for the benefit of the Securities Depository Center itself.

5. Imposing a fine ranging from VND 400,000,000 to VND 500,000,000 on the Securities Depository Center, securities custodian members, and netting members, and imposing a fine ranging from VND 200,000,000 to VND 250,000,000 on employees of securities custodian members and netting members for tampering with or losing documents in settlement and transfer of securities ownership.

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;

b) Suspending business and securities service operations for a period of one to three months for custodian members and netting members who violate point e of Clause 3 and Clause 5 of this Article;transfer c) Revoking the securities professional certificate for a period of one to three months for individuals who violate Clause 5 of this Article.

"b) Using securitiestransfer, collateral assets of clients for the benefit of another individual or organization or for the benefit of the Securities Depository Center itself;"transfer.

"5. A fine of VND 400,000,000 to VND 500,000,000 shall be imposed on the Securities Depository Center, depositary members, clearing members, and a fine of VND 200,000,000 to VND 250,000,000 shall be imposed on employees of depositary members, clearing members who commit acts of altering, losing transaction documents in securities settlement and transfer of ownership of securities;"

6. Additional forms of punishment:

"a) Suspension of depositary activities"transfer for a period of from one month to three months for depositary members violating points a, b, c, and d, Clause 3 of this Article;"

"b) Suspension of securities business and service activities for a period of from one month to three months for depositary members, clearing members violating point d, Clause 3 and Clause 5 of this Article;"

"c) Revocation of the right to use the securities practitioner certificate"transfer Industry and for a period of from one month to three months for securities practitioners violating Clause 5 of this Article.transfer vi phạm quy định tại khoản 5 Điều này.

7. Measures to remedy consequences:

a) Compel the separate custody and management of clients' securities at the Securities Depository Center and custodian members from the assets of the Securities Depository Center and custodian members; compel the opening of detailed securities custody accounts for each client; compel the separate management of each client's assets and trading positions and those of clients with clearing members for violations of the provisions set forth in point đ, Clause 3, Article this within six months from the date this measure becomes effective;

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

39. Amend

point a, Clause 1, Article 33

as follows:

“a) Failure to register, re-register information providers or authorized information providers, or failure to issue regulations on information disclosure;"

40. Amend

point d, Clause 4, Article 33

as follows:

"d) Disclosing false information or concealing information in securities activities"transfer without being subject to criminal prosecution.

41. Amend

Clause 6, Article 33

as follows:

"6. Measures to remedy consequences:

a) Compel the cancellation or correction of information for violations of the provisions set forth in points c and d, Clause 4, Article this;

b) Compel the return of illegal profits obtained through the implementation of violations of the provisions set forth in point d, Clause 4, Article this."

42. Add Section 14a after

Section 14, Chapter II

and Article 35a after

Article 35

as follows:

"SECTION 14A. VIOLATIONS OF PROVISIONS ON MONEY LAUNDERING PREVENTION AND COMBATTANCE IN THE SECURITIES FIELD AND MARKET

Article 35a. Violations of provisions on money laundering prevention and combattance in the securities fieldtransfer and market1. Fulfilling requirements stipulated in Article 13 of Decree No. 135/2021/NĐ-CP.ng securitiestransfer

1. Securities companies and fund management companies that violate the provisions on customer identification and updating of customer information shall be punished as follows:

a) A fine of between twenty million and thirty million dong for failing to update customer identification information as prescribed in Articles 8 and 10 of the Law on Prevention and Combattance of Money Laundering;

b) A fine of between thirty million and fifty million dong for failing to apply customer identification measures and enhanced due diligence measures as prescribed in Clauses 2, 3, and 4, Article 12 of the Law on Prevention and Combattance of Money Laundering, and for failing to report suspicious transactions in the securities sector as prescribed in Clause 5, Article 22 of the Law on Prevention and Combattance of Money Laundering;

c) A fine of between forty million and eighty million dong for failing to issue and comply with internal regulations on money laundering prevention, and for failing to conduct internal audits on money laundering prevention; for d) A fine of between fifty million and one hundred million dong for failing to establish customer classification regulations, failing to classify customers according to risk levels as prescribed by law, and for failing to issue procedures for managing risks related to new technologies as prescribed in Article 15 of the Law on Prevention and Combattance of Money Laundering;

đ) A fine of between one hundred million and one hundred and fifty million dong for failing to have a risk management system to identify foreign individuals who are politically exposed persons as prescribed in Clauses 2 and 3, Article 13 of the Law on Prevention and Combattance of Money Laundering.

2. Securities companies and fund management companies that violate prohibitive provisions on money laundering prevention and combattance shall be punished as follows:

a) A fine of between thirty million and sixty million dong for obstructing the provision of information for money laundering prevention and combattance work, and a fine of between fifty million and one hundred million dong for failing to provide information for money laundering prevention and combattance work upon request of competent state agencies as prescribed in Clause 4, Article 18 of the Law on Prevention and Combattance of Money Laundering;

b) A fine of between two hundred million and two hundred and fifty million dong for organizing or facilitating money laundering activities that are not subject to criminal prosecution.

3. The stock exchange that fails 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 Law on Prevention and Combattance of Money Laundering shall be fined between seventy million and one hundred million dong.

43. Amend

point c, Clause 2, Article 37

“c) A maximum fine of up to five percent of the total amount illegally raised for violations of the provisions set forth in Clause 3, Article 5, and a maximum fine of up to five times the amount of unlawful revenue for violations of the provisions set forth in Clause 5, Article 6 and Clause 2, Article 16 of this Decree but not exceeding two billion dong for organizations and one billion dong for individuals;"

as follows:

44. Add Clause 3

44. Supplement Clause 3

Article 37

as follows:

“3. The Chairman of the People's Committee of the province has the authority to impose administrative penalties according to the provisions of Clause 3, Article 38 and Point c, Clause 4, Article 52 of the Law on Handling Administrative Violations for violations stipulated in this Decree.”

45. Amend

Clause 2 and Clause 3 of Article 39

as follows:

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

“3. In cases where operations or securities services are suspended for a limited time, the violating organization must immediately cease part or all of the suspended business activities or securities services or other activities listed in the penalty decision and must comply with prohibitions or restrictions during the suspension period.”

46. Amend

Clause 3 of Article 42

as follows:

“3. The deadline for implementing the remedial measures prescribed in Clause 3 of Article 3 of this Decree is thirty days from the effective date of the decision applying such remedial measures, except for the cases specified in Points a, b, and d of Clause 4, Article 4; Points a and b of Clause 4, Article 5; Clause 7, Article 6; Point b of Clause 3, Article 8; Point c of Clause 6, Article 13; Point b of Clause 7, Article 22; Clause 8, Article 26; Point b of Clause 3, Article 28; Point a of Clause 7, Article 31; Point a of Clause 6, Article 32; Clause 4, Article 35; Clauses 1 and 2, Article 42 of this Decree.”

Article 2. Effective Date

This Decree takes effect from December 15, 2016.

Article 3. Responsibility for Implementation

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

of People's Committees of provinces, and relevant organizations and individuals are responsible for implementing this Decree. of the National Assembly; The people's committees of provinces and centrally governed cities are responsible for implementing this Decree./.

Place of Receipt: - Central Party Committee Secretariat; - Prime Minister, Deputy Prime Ministers; - Ministries, ministerial-level agencies, and agencies under the Government; - Provincial People's Councils, People's Committees of centrally governed cities; - Central Party Office and Party Committees; - Culture, Gold Ore - President's Office; - National Ethnic Council and of the National Assembly; committees of the National Assembly; - National Assembly's Office; - Supreme People's Court; - Supreme People's Procuracy; - State Audit Office; - of the National Assembly; Rare Earth Ore - Social Policy Bank; - Vietnam Development Bank; - of the National Assembly; Platinum Ore - Central Agencies of Social Organizations; - VPCP: Deputy Chairman, all Vice Chairmen, Assistants to the Prime Minister, Director of the Government Portal, all Departments, Bureaus, subordinate units, Official Gazette; - To be filed: VT, KTTH (3b).KN 225

PRIME MINISTER PRIME MINISTER Nguyen Xuan Phuc