Decision No. 16/2004/QD-BNV on the approval of the Charter of the Vietnam Securities Association

Pursuant to …;

APPROVING THE STATUTE OF THE VIETNAM ASSOCIATION OF SECURITIES BUSINESS.

THE MINISTER OF THE MINISTRY OF HOME AFFAIRS

Pursuant to Decree No. 102/SL-L004 dated May 20, 1957 on the right to establish Associations;
Pursuant to the Government Decree No. 45/2003/NĐ-CP dated May 9, 2003 on the functions, tasks, powers, and organizational structure of the Ministry of Home Affairs;
Pursuant to the Government Decree No. 88/2003/NĐ-CP dated July 30, 2003 on the organization, operation, and management of associations;
Considering the proposal of the Chairman of the Vietnam Association of Securities Business and the Director of the Department of Non-Governmental Organizations,

DECISION:

Article 1. Approves the Statute of the Vietnam Association of Securities Business which was adopted at the First General Assembly on December 17, 2003.

Article 2. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

Article 3. The Chairman of the Vietnam Association of Securities Business and the Director of the Department of Non-Governmental Organizations shall be responsible for implementing this Decision.

CHARTER

VIETNAM ASSOCIATION OF SECURITIES BUSINESS

Chapter 1:

NAME, AIMS AND OBJECTIVES.

Article 1. Name

Vietnamese name: Vietnam Association of Securities Business;

International trading name: Vietnam Association of Securities Business;

Abbreviation: VASB.

Article 2. Aims and Objectives.

The Vietnam Association of Securities Business is a voluntary non-governmental organization of securities companies, fund management companies, depository banks, and designated payment banks of Vietnam.

The purpose of the Association is to establish and maintain regular relations among members and with state management agencies to protect the legitimate rights and interests of members and facilitate their activities, thereby contributing to the development of a well-functioning securities market in a fair competitive environment.

Article 3. Scope of Activities.

The Association operates throughout the territory of the Socialist Republic of Vietnam, with its main office located in Hanoi, and may establish branches and representative offices where necessary according to the decision of the General Assembly of Members and in compliance with the provisions of the law.

Article 4. Legal personality, seal, and account.

The Association operates under Vietnamese law, has legal personality, its own seal and separate bank account, independent economic accounting, and financial autonomy.

Article 5. Headquarters, Telephone, Fax.

1. Headquarters: The Vietnam Securities Association's main office is located at No. 2 Phan Chu Trinh Street, Hoan Kiem District, Hanoi.

2. Telephone: (04) 9362794

3. Fax: (04) 9362796

Chapter 2:

TASKS AND POWERS OF THE ASSOCIATION.

Article 6. Tasks of the Association

1. Activities must comply with the law and the Statute of the Association.

2. Permission must be sought when changing the name of the Association; when establishing entities affiliated with the Association, the Association must follow the procedures prescribed by law;

3. Report to the Ministry of Home Affairs and the State Securities Commission when the Association changes its Standing Board, headquarters, or organizes a General Assembly;

4. Annually, the Association must report on its organizational structure and activities to the Ministry of Home Affairs and the State Securities Commission;

5. Comply with guidance and inspection by competent state authorities;

6. Revenue obtained in accordance with Clauses 13, 14, and 15 of Article 7 of this Statute shall be used for the Association's activities in accordance with the law.

7. Must comply with the law on accounting and statistics. Annually, the Association must prepare a final account report on income and expenditure in accordance with current laws.

Article 7. Rights

The Association has the following rights:

1. To promote the objectives of the Association, admit and expel members;

2. To protect the legitimate rights and interests of the Association and its members;

3. To organize forums to disseminate state laws, government policies, and State Securities Commission policies to members so that they can understand and implement them;

4. To compile opinions of members regarding issues related to laws, policies, and guidelines in the securities business sector and represent members to express opinions to relevant state agencies and organizations;

5. To organize research projects according to the requirements of the industry and members to develop business operations, diversify services, and contribute to modernizing securities business activities, gradually bringing member activities in line with international practices;

6. To establish ethical standards for the profession, monitor the implementation of these standards by members, and promptly address violations by members;

7. To cooperate with universities, scientific research units, domestic and foreign organizations and individuals to train members. Organize seminars and training sessions to disseminate both domestic and international experiences to enhance the capabilities of members;

8. To organize mutual support among members, participate in joint activities initiated by members;

9. To mediate disputes between members and assist in resolving disputes between members and other organizations and individuals related to securities and the securities market;

10. To organize training, disseminate knowledge, and provide advice on securities market issues according to the needs of state agencies, economic, political, social organizations, and citizens as stipulated by law;

11. To cooperate with state agencies and related organizations to fulfill the tasks of the Association;

12. To participate in comments on legal documents related to the Association's activities as provided for in Article 40 of the Law on Enacting Legal Normative Documents;

13. To raise funds from membership fees and other service activities in accordance with the law to cover operating expenses;

14. To purchase, transfer assets (including real estate), and accept lawful donations from domestic organizations and individuals; to purchase real estate necessary for the Association's activities in accordance with the law;

15. To accept donations from foreign organizations and individuals in accordance with state regulations; to join international and foreign associations in accordance with the law.

Chapter 3:

MEMBERS

Article 8. Membership Standards.

1. Regular members of the Association must be securities companies, fund management companies, depository banks, and designated payment banks of Vietnam.

The representative of a member must be an authorized representative appointed by the member. In case the appointed representative retires or transfers to another job, the member has the right to appoint another person to replace them.

2. Associated members are organizations operating in financial, insurance, banking, investment sectors, and individuals who have contributed to the development of the Association and agree with the Statute of the Association.

Article 9. Rights of members.

1. To enjoy benefits provided by the Association and the right to request the Association to protect their legitimate rights and interests.

2. Shall be provided with necessary economic and social information; shall be prioritized for training, improvement, and enhancement of professional skills according to the capacity of the Association.

3. Shall be rewarded for making significant contributions to the Association;

4. Shall participate in discussions and voting on matters of the Association;

5. Shall be eligible to run for membership of the Executive Board of the Association;

6. Shall have the right to elect the Executive Board of the Association;

7. Shall have the right to question the Executive Board and the Standing Board of the Association;

8. Shall have the right to request the convening of an extraordinary General Assembly of members;

9. Shall have the right to resign from the Association;

10. Associate members shall enjoy the rights of regular members, except for the rights to vote, run for office, and vote.

Article 10. Obligations of members.

1. Shall comply with the Charter and decisions adopted by the Executive Board and the Standing Board of the Association;

2. Shall meet the requirements of the Association regarding the provision of information and reports, except for business secrets and other information that cannot be provided as prescribed by law;

3. Shall pay the membership fee and annual membership dues as stipulated by the Association.

Article 11. Membership procedures

1. Admission of members

Organizations and individuals wishing to join the Association must:

1.1. Be subjects meeting the criteria set forth in Article 8 of this Charter;

1.2. Submit an application to join the Association and must be approved by the Executive Board of the Association.

1.3. Agree with the Charter of the Association.

2. Termination of membership status

2.1. Members terminate their membership status in the following cases:

a) Voluntarily requesting to leave the Association;

b) Being revoked of their operating license by competent state authorities, being dissolved, or declared bankrupt;

c) Association members will be expelled if they fail to comply with the Charter and Regulations of the Association, owe membership fees or other contributions to the Association beyond the due date of six months, or engage in activities detrimental to the common interests of the members.

2.2. Members terminate their membership status after receiving notice from the Executive Board. Members terminating their membership status still must fulfill all obligations arising during their membership period.

Chapter 4:

ORGANIZATION OF THE ASSOCIATION.

Article 12. Principles of organization and operation

1. The Association is organized and operates based on the principles of voluntariness, self-management, financial autonomy, equality among members, democracy, and respect for the law.

2. The executive bodies of the Association operate on the basis of democratic discussion, collective leadership, and minority服从命令，只翻译给出的内容，不添加额外说明：

Article 13. Organizational Structure.

The management structure of the Association includes:

1. The General Assembly of Members;

2. The Executive Board of the Association;

3. The Standing Board;

4. The Audit Board;

5. The Secretary-General and Deputy Secretary-General;

6. Specialized boards;

7. Other affiliated organizations;

Article 14. The General Assembly of all members.

The General Assembly of all members is the highest leading body of the Association. The General Assembly of all members consists of all regular members and supporting members, only regular members have the right to vote at the General Assembly. The principle of voting at the General Assembly is majority voting and it is valid when at least two-thirds of the regular members present agree. The General Assembly of all members has the following form:

1. Term General Assembly: held every three years.

Main tasks of the General Assembly:

1.1. Discussing the final report of the term, directions for new term activities.

1.2. Electing the new term Executive Board and Inspection Board (every three years);

2. Annual General Assembly is held once a year.

Main tasks of the Annual General Assembly:

2.1. Evaluating the Association's activities in the previous year;

2.2. Deciding on the direction and program of activities for the next year;

2.3. Approving the financial settlement of the previous year and the budget for the next year;

2.4. Approving the new Charter or amendments and supplements to the Charter;

2.5. Other issues proposed by the Executive Board, the Standing Board, and members.

3. The General Assembly of all members may hold extraordinary meetings when at least half of the total number of regular members or two-thirds of the total number of Executive Board members request or are convened by the Chairman of the Association.

Article 15. The Executive Board of the Association.

1. The Executive Board of the Association is elected by the General Assembly of all members for a three-year term. The number of Executive Board members is decided by the General Assembly of all members. Each regular member can nominate one person to be elected to the Executive Board of the Association.

2. The Executive Board of the Association has the following responsibilities:

2.1. Decide on organizing the General Assembly of all members;

2.2. Elect the Chairman and Vice Chairmen of the Association;

2.3. Appoint and dismiss the Secretary-General and Deputy Secretary-General upon the proposal of the Chairman of the Association;

2.4. Approve the budget and financial audit of the Association;

2.5. Approve the report and program of activities of the Association;

2.6. Examine and decide on the admission of new members and termination of membership status;

2.7. Decide on matters of the Association between two terms of the General Assembly of members.

3. The Executive Board of the Association meets twice a year or holds extraordinary meetings upon the convocation of the Chairman of the Association, the Head of the Audit Board, or upon the request of more than half of the Executive Board members. All decisions of the Executive Board are valid when at least two-thirds of the Executive Board members present approve them.

Article 16. 常务委员会。

The Standing Board is a permanent body assisting the Executive Board of the Association in managing the Association's affairs, representing the Executive Board in handling matters between two meetings of the Executive Board. Members of the Standing Board of the Association include:

1. Chairman of the Association;

2. Permanent Vice Chairman of the Association;

3. Secretary-General of the Association;

Article 17. Chairman of the Association.

1. The Chairman of the Association is elected by the Executive Board from among its members. The term of the Chairman of the Association is three years.

2. The Chairman of the Association has the following responsibilities:

2.1. Represent the legal entity of the Association before the law;

2.2. Chair meetings of the Executive Board and the Standing Board;

2.3. Decide on the assignment of duties to Executive Board members;

2.4. Represent the Association in internal and external relations.

Article 18. Vice Chairman of the Association.

The Vice Chairman of the Association is elected by the Executive Board from among its members to assist the Chairman and represent the Chairman in his absence. The term of the Vice Chairman of the Association is three years.

Article 19.Secretary-General of the Association.

1. The Executive Board appoints the Secretary-General of the Association upon the proposal of the Chairman of the Association.

2. The Secretary-General must be a person with managerial and administrative capabilities.

3. The Secretary-General has the following responsibilities:

3.1. Authorized by the Chairman of the Association to manage the Association's account.

3.2. Implement decisions of the General Assembly of Members, the Executive Board, and the Standing Board of the Association;

3.3. Manage the operations of the Association's office, sign documents with regular operational nature of the Association in accordance with the Association's functions and tasks;

3.4. Select staff for specialized committees according to standards and quantities approved by the Standing Board;

3.5. Internal and external communication;

3.6. Maintain regular relations with members of the Association;

3.7. Organize secretarial work for meetings of the General Assembly of Members, the Executive Board, and the Standing Board of the Association.

Article 20. Deputy Secretary-General of the Association

The Deputy Secretary-General is appointed and relieved from duty by the Executive Board upon the proposal of the President of the Association. The Deputy Secretary-General assists the Secretary-General and is assigned to directly direct certain specialized committees.

Article 21. 1. The Supervisory Board is responsible for monitoring and inspecting all activities of the Credit Fund in accordance with the law and the Charter of the Credit Fund.

The Audit Committee is elected by the General Assembly of Members for a term of three years, consisting of a Chairperson and several members. The Audit Committee has the following responsibilities:

1. Inspect the implementation of the Charter, Resolutions, and Regulations of the Association and the Executive Board;

2. Inspect the qualifications of Members;

3. Inspect the financial income and expenditure of the Association;

4. Prepare reports on inspection results, propose recommendations, and submit them to the Standing Board, the Executive Board, or the General Assembly of Members.

Article 22. Specialized Committees

The number of specialized committees is determined by the Executive Board of the Association based on the Association's tasks suitable for each period. Each specialized committee has a Head who directly manages the work of officers and staff within the committee.

Chapter 5:

ASSETS AND FINANCE

Article 23. Assets and Asset Management of the Association.

1. The assets of the Association include all tangible assets formed from contributions of members; assets received as gifts, donations, and other assets formed from sources consistent with legal provisions.

2. The assets of the Association can only be used to achieve the objectives and tasks stated in the Charter of the Association.

3. Annually, the Association must organize an inventory and re-evaluation of asset values, determining the depreciation value of assets according to current regulations.

4. In case of asset loss, the Association must clearly identify the cause and develop a plan to address the loss, determine responsibility and extent of damage to compel the responsible party to compensate for losses in accordance with the law.

5. The Association has the right to proactively liquidate and sell assets under its ownership to enhance the effectiveness of the Association's operations. The liquidation and sale of Association assets must comply with legal provisions. The authority to decide on liquidation is as follows:

5.1. The Executive Board of the Association decides on the liquidation and sale of immovable property of the Association.

5.2. The Standing Board decides on the liquidation and sale of Association assets (excluding assets specified in point 1, Clause 5 of this Article).

Article 24. Financial System.

1. The first fiscal year of the Association begins on the day the Association is permitted to operate by the competent authority and ends on December 31 of that year. Subsequent fiscal years begin on January 1 of each year and end on December 31 of that year.

2. The Executive Board of the Association determines financial principles and sets specific annual levels, ensuring self-sufficiency and compliance with state financial management regulations.

3. Revenue of the Association;

3.1. Membership fees paid by members in accordance with the General Assembly of Members' regulations;

3.2. Donations, sponsorships, gifts, aid, and presents from members and organizations and individuals both domestically and internationally;

3.3. Revenue from the liquidation and sale of Association assets;

3.4. Revenue from service activities.

4. Expenditures of the Association:

4.1. Expenditure for regular activities of the Association;

4.2. Salaries for staff and allowances for Executive Board members of the Association;

4.3. Purchase of assets, materials, and equipment;

4.4. Expenditure for research projects;

4.5. Insurance costs for Association staff;

5. At the end of the fiscal year, the Executive Board of the Association must:

5.1. Approve the Association's financial reports prepared by the Secretary-General;

5.2. The Executive Board of the Association is responsible for the accuracy and honesty of the Association's financial reports;

5.3. Publicly disclose the Association's financial situation.

Chapter 6:

DISSOLUTION; MERGER; CONSOLIDATION; DIVISION OF THE ASSOCIATION.

Article 25. Dissolution of the Association

1. The Association may dissolve in the following cases:

1.1. Upon completion of the operating period stipulated in the Charter without an extension decision from the competent state authority;

1.2. Upon request of at least three-quarters of the official members;

1.3. The Association does not meet the required number of members as prescribed by law;

1.4. Revocation of the establishment permit.

2. Procedure for Dissolution of the Association: Dissolution of the Association shall be carried out as follows:

2.1. Pass a Resolution to dissolve the Association;

2.2. Within seven (07) days from the date of passing the dissolution resolution, the Association must submit dissolution documents to the competent state authority;

2.3 Liquidate assets and settle debts of the Association (if any). The liquidation procedure is as follows:

a) The General Assembly of Members decides to establish a Liquidation Committee;

b) Liquidated assets must be sold through public auction in accordance with current legal provisions;

2.4. The Association ceases operations from the date the competent state authority issues a document approving the dissolution.

Article 26. Merger, Consolidation, Division of the Association.

The Association may merge, consolidate with associations operating in the same field, or divide into multiple associations in accordance with current legal provisions.

Chapter 7:

REWARD AND DISCIPLINARY ACTION FOR VIOLATIONS

Article 27. Awards.

Members, Executive Board members, organizations, and individuals who have made significant contributions to the development of the Association will be appropriately rewarded by the Association and may be recommended by the Association to relevant state authorities for rewards.

Article 28. Handling Violations

Members, Executive Board members, organizations, and individuals who violate the Charter, Resolutions of the Association, damage the reputation and honor of the Association, frequently miss regular activities without valid reasons, or fail to pay membership fees for two years or more will be criticized, reprimanded, warned, or removed from the member list, or referred to relevant state authorities for handling in accordance with the law.

Chapter 8:

IMPLEMENTING PROVISIONS.

Article 29. The amendment and supplementation to this Charter must be approved by at least two-thirds of the total number of members present at the General Assembly of the Association and must be ratified by the competent state authority.

Article 30. This Charter consists of eight chapters and thirty articles, which were adopted at the founding assembly of the Vietnam Securities Business Association on December 17, 2003, in Hanoi. The Charter will cease to be effective when the Association ceases operations or is dissolved./.