CIRCULAR

Guidelines on the establishment and operation of securities companies

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Pursuant to the Securities Law dated June 29, 2006;

Based on the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Pursuant to the Enterprise Law dated November 29, 2005;

Based on Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular guiding the establishment and operation of securities companies.

PART I

GENERAL PROVISIONS

Article 1.

Scope and regulated subjects

1. Scope of Regulation: This Circular stipulates the establishment and operation of securities companies in Vietnam.

2. Scope of application:

a) Securities company;

b) Organizations and individuals related to the establishment and operation of securities companies.

Article 2. Explanation of terms

In this Circular, the following terms are understood as follows:

Securities company is a business entity engaged in securities trading activities, performing one, several, or all of the following operations: securities brokerage, proprietary trading, underwriting of securities issuance, and securities investment advisory services.

1. Securities practitioner is a person holding a Securities Practitioner Certificate working in securities brokerage, proprietary trading, underwriting of securities issuance, and securities investment advisory departments and having signed a labor contract with a securities company.

2. Certified copy is a copy certified by an authorized organization in Vietnam.

3. Valid dossier is a dossier containing all required documents as prescribed by this Circular, with complete information as required by law.

4. Working Capital is the difference between short-term assets and short-term liabilities at the same point in time when calculated.

5. MERGE is the consolidation of two or more securities companies of the same type (hereinafter referred to as consolidated securities companies) into a new securities company (hereinafter referred to as consolidating securities company) through the transfer of all assets, rights, obligations, and legitimate interests to the consolidating securities company, while simultaneously ceasing the existence of the consolidated securities companies.

6. Merger is the integration of one or more securities companies of the same type (hereinafter referred to as merged securities companies) into another securities company (hereinafter referred to as receiving securities company) through the transfer of all assets, rights, obligations, and legitimate interests to the receiving securities company, while simultaneously ceasing the existence of the merged securities companies.

Chapter II

LICENSE FOR ESTABLISHMENT AND OPERATION

Section 1

LICENSE FOR ESTABLISHMENT AND OPERATION

Article 3.

Conditions for Issuing a License for Establishment and Operation

1. A securities company must have its place of business and physical facilities serving securities trading activities in accordance with the guidelines of the State Securities Commission, after approval by the Ministry of Finance.

2. A securities company must have a minimum charter capital equal to the statutory capital as prescribed by law, which is contributed actual capital.

3. The General Director (Managing Director) of a securities company must meet the requirements set forth in Clause 3 of Article 34 of this Circular.

4. There must be a minimum of three (03) securities practitioners for each proposed licensed business activity.

5. Shareholder structure and capital contributors of a securities company:

a) A securities company established as a joint-stock company or limited liability company with two or more members must have a minimum of two (02) founding shareholders, founding members who are organizations meeting the requirements set forth in Clause 7 of this Article, including at least one (01) organization being a commercial bank, insurance enterprise, or foreign organization as prescribed in Clause 8 of this Article;

b) A securities company established as a single-member limited liability company, the sole owner must be a commercial bank, insurance enterprise as prescribed in Clause 7 of this Article, or a foreign organization as prescribed in Clause 8 of this Article;

c) The shareholding ratio of founding shareholders, founding members who are organizations must be a minimum of sixty-five percent (65%) of the charter capital, among which commercial banks, insurance enterprises, or foreign organizations as prescribed in Clause 8 of this Article must hold a minimum of thirty percent (30%) of the charter capital of the securities company;

d) Shareholders, members holding ten percent (10%) or more of the shares or capital contribution of a securities company and persons related to such shareholders, members may not contribute capital to more than five percent (5%) of the shares or capital contribution of another securities company;

đ) A securities company established and operating in Vietnam shall not contribute capital to establish another securities company in Vietnam.

6. Conditions for individuals participating in the capital contribution to establish a securities company:

a) Must be an individual not falling under the cases prohibited from establishing and managing businesses in Vietnam according to the law and having sufficient financial capacity to participate in the capital contribution to establish a securities company;

b) May only use their own capital for capital contribution, not borrowed capital or entrusted investment capital from other organizations or individuals;

c) Individuals participating in capital contribution must prove their ability to contribute capital in Vietnamese dong or freely convertible foreign currency in their bank account. The value of money must be at least equal to the expected capital contribution to the securities company, and the confirmation date by the bank must not exceed thirty (30) days from the date the establishment application dossier is complete and valid.

1. Conditions for organizations participating in the capital contribution to establish a securities company:

a) Must have legal personality; not currently undergoing merger, consolidation, division, dissolution, bankruptcy, and not falling under the cases prohibited from establishing and managing businesses according to the law;

b) Business operations must have been profitable for two (02) consecutive years prior to the year of capital contribution to establish a securities company and must not have accumulated losses up to the time of capital contribution to establish a securities company;

c) In case of commercial banks, insurance enterprises, securities companies participating in capital contribution:

-  Not currently under special supervision or other warning conditions;

-  Fully meeting the conditions to participate in capital contribution and investment as prescribed by specialized laws.

For coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;) In case of other economic organizations participating in capital contribution:

-  Must have a continuous operation period of at least five (05) years immediately preceding the year of participation in capital contribution to establish a securities company;

-  Net worth after deducting long-term assets must be at least equal to the expected capital contribution.

-  The minimum working capital must be equal to the amount of capital planned to be contributed.

d) Only be allowed to use own capital and other lawful sources of capital as prescribed by specialized laws, and not permitted to use entrusted capital from other organizations or individuals for capital contribution.

1. Foreign organizations participating in contributing capital to establish a securities company must meet the following requirements:

a) Be an organization operating in the banking, securities, insurance sectors and have been in continuous operation for at least two (02) years immediately preceding the year of participation in capital contribution to establish the company;

b) Be subject to regular and continuous supervision by the specialized supervisory authority in the securities sector in their home country and obtain written approval from this authority regarding the capital contribution to establish a securities business organization in Vietnam;

c) There must be a bilateral or multilateral agreement between the specialized supervisory authority in the securities sector in their home country and the Securities Commission on information exchange, management cooperation, inspection, and supervision of securities activities and the securities market;

d) Meet the relevant provisions stipulated in Clause 7 of this Article;

d) The proportion of foreign organizations participating in contributing capital to establish a securities company shall be carried out in accordance with the provisions of the law.

Article 4.

Application Documents for Issuing a License for Establishment and Operation

1. The application documents for issuing a license for establishment and operation of a securities company include:

a) An application form for issuing a license for establishment and operation (in accordance with the model prescribed in Appendix I attached hereto);

b) A description of physical facilities ensuring the conduct of securities business operations (in accordance with the model prescribed in Appendix II attached hereto), accompanied by proof of rights to use the headquarters;

c) Minutes of meetings and decisions of founding shareholders or founding members regarding the establishment of a securities company. The decision must include the following basic contents:

-   Company name, business activities;

-   Charter capital, ownership structure;

-   Approval of the draft company charter and business plan;

-   Representatives of founding shareholders or founding members to handle the procedures for establishing a securities company.

d) List of proposed General Directors (Managing Directors) and securities practitioners (in accordance with the model prescribed in Appendix III attached hereto), accompanied by a certified copy of the securities practice certificate; Personal information sheet of the General Director (Managing Director) (in accordance with the model prescribed in Appendix IV attached hereto);

d) List and ownership ratio of shareholders and members participating in capital contribution (in accordance with the model prescribed in Appendix V attached hereto);

e) List of proposed members of the Board of Directors, Board of Members, Supervisory Board (if any), accompanied by a certified copy of the identity card or passport still valid, criminal record sheet, and personal information sheet (in accordance with the model prescribed in Appendix IV attached hereto);

g) Documentation proving the ability to contribute capital of shareholders and members participating in the establishment of a securities company:

-   For individuals: A certified copy of the identity card or passport still valid, personal information sheet (in accordance with the model prescribed in Appendix IV attached hereto), and financial capability documentation meeting the provisions of Clause 6 of Article 3 of this Circular; Criminal record sheet for shareholders or members contributing ten percent (10%) or more of the charter capital of the securities company;

-   For organizations:

A certified copy of the license for establishment and operation or business registration certificate or equivalent document; Company charter; Minutes of meetings and resolutions of the Board of Directors, Board of Members, or Owner regarding participation in capital contribution and appointment of representatives of contributed capital, accompanied by a certified copy of the identity card or passport still valid, criminal record sheet, and personal information sheet of the representative of contributed capital (in accordance with the model prescribed in Appendix IV attached hereto), and other documentation proving compliance with the provisions of Clause 7 of Article 3 of this Circular. In case the organization is expected to hold over ten percent (10%) of the charter capital of the securities company, it must also provide a criminal record sheet of the legal representative;

For parent companies contributing capital, the financial report must be the most recent consolidated annual report that has been audited in accordance with accounting and auditing laws;

For commercial banks and insurance enterprises contributing capital, they must submit a certified copy of the periodic report on financial safety indicators and capital adequacy as required by specialized laws in the last two (02) years;

h) Documentation approving the permission to contribute capital for establishment issued by the specialized supervisory authority for commercial banks and insurance enterprises, or other documentation proving permission to contribute capital to establish a securities company;

i) Draft company charter approved by founding shareholders or founding members of the securities company;

k) Business operation plan for the first three (03) years consistent with the proposed business activities (in accordance with the model prescribed in Appendix VI attached hereto), accompanied by business processes, internal control processes, risk management processes.

2. In cases where shareholders or members participating in capital contribution to establish a securities company are foreign organizations, the documents issued by the competent authority in their home country must be legalized by the consular office of the country where the organization is registered, not exceeding six (06) months prior to the date of submission of the application documents. Documents written in a foreign language must be translated and certified into Vietnamese by a translation organization authorized under Vietnamese law.

3. The application documents prescribed in Clauses 1 and 2 of this Article must be prepared in one (01) original copy along with an electronic file. The original application package must be submitted directly to the Securities Commission or sent via postal service.

Article 5.

Procedures for Issuing a License for Establishment and Operation

1. After receiving the file as prescribed in Article 4 of this Circular, within twenty (20) working days, the State Securities Commission shall issue a written request for supplementary information in cases where the file is not in compliance, or propose completion of material conditions and freezing of capital contributions in cases where the file is complete and compliant. In cases where clarification of issues related to the file is necessary, the State Securities Commission has the right to request representatives of shareholders, founders, or anticipated General Managers to provide explanations either directly or in writing.

2. Within thirty (30) days from the date the State Securities Commission issues a written request, shareholders and founders establishing a securities business organization must complete the application file for issuance of a license to establish and operate. Beyond this period, if shareholders and contributors fail to supplement or complete the file fully, the State Securities Commission has the right to refuse issuance of the License to Establish and Operate.

3. Within ninety (90) days from the date of receipt of the written notification from the State Securities Commission requesting completion of material conditions and freezing of capital contributions, founders and initiators must complete material conditions and freeze capital contributions. The registered capital of the company must be frozen in an account of a commercial bank designated by the State Securities Commission and released and transferred to the company's account immediately upon issuance of the License to Establish and Operate. Beyond this period, the State Securities Commission has the right to refuse issuance of the License to Establish and Operate.

4. The State Securities Commission shall inspect material conditions at the headquarters of the securities company before issuing the License to Establish and Operate.

5. Within seven (07) days from the date of receipt of confirmation of capital freezing as stipulated in Clause 3 of this Article and the results of inspection of material conditions at the company's headquarters and other valid documents, the State Securities Commission shall issue the License to Establish and Operate to the securities company. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

6. A securities company must commence securities business operations within twelve (12) months from the date of issuance of the License to Establish and Operate.

Article 6.

Name of the Securities Company

1. The name of the securities company includes the following components:

a) The type of enterprise;

b) The term "securities";

c) A distinctive name.

2. The name of the securities company must comply with the provisions of the Enterprise Law.

Article 7.

Announcement of the License to Establish and Operate

Within seven (07) days from the date of issuance of the License to Establish and Operate, the securities company must announce the License to Establish and Operate in accordance with Article 66 of the Securities Law.

Section 2

AMENDMENT OF THE LICENSE TO ESTABLISH AND OPERATE

Article 8.

Amendment of the License to Establish and Operate

1. When a securities company supplements or withdraws securities business activities, changes its name, changes the location of its main office, increases or decreases its registered capital, or changes its legal representative, it must request the State Securities Commission to issue an amendment to the License to Establish and Operate.

2. The application file for amending the License to Establish and Operate shall be prepared in one (01) original copy and submitted directly to the State Securities Commission or sent via postal service.

3. If the application file for amending the License is incomplete or non-compliant, the securities company must supplement and complete the file within thirty (30) days from the date the State Securities Commission issues a written request. Beyond this period, the previously submitted file to the State Securities Commission becomes automatically invalid.

4. A securities company that receives an amended License to Establish and Operate must announce the amended License according to the time limit and method prescribed in Article 66 of the Securities Law.

Article 9.

Supplementing Securities Business Activities

1. A securities company supplementing securities business activities must meet the following requirements:

a) Have material conditions meeting the requirements set forth in Clause 1 of Article 3 of this Circular for cases of supplementing brokerage and proprietary trading activities;

b) Have registered capital and minimum net assets equal to the statutory capital for existing permitted business activities and proposed additional business activities;

c) Ensure sufficient securities practitioners for ongoing business activities and have a minimum of three (03) securities practitioners to carry out proposed additional business activities;

d) The securities company must not be placed under control, special control, or suspension of operations according to current regulations within three (03) months prior to the submission of the application for supplementing business activities.

2. The application file for supplementing securities business activities includes:

a) An application for amendment of the License to Establish and Operate (in the form prescribed in Appendix VII issued together with this Circular);

b) A description of material conditions serving the proposed business activities for cases of supplementing brokerage and proprietary trading activities (in the form prescribed in Appendix II issued together with this Circular);

c) Decision of the Shareholders' Meeting, Board of Directors, or Owner regarding the supplementation of securities business activities;

d) Annual financial report or most recent financial report (but not more than six (06) months prior to the date of application for supplementing business activities), audited by an independent auditing organization approved by the State Securities Commission and confirmed by the bank regarding the amount of additional capital deposited in the frozen account (if applicable);

đ) Business operation plan for the first three (03) years for the proposed business activity (in the form prescribed in Appendix VI issued together with this Circular) accompanied by business procedures, internal control procedures, and risk management procedures applicable to the proposed securities business activity;

e) List of securities practitioners currently working in the company's business departments (in the form prescribed in Appendix III issued together with this Circular); List, certified copies of securities practitioner certificates, and employment contracts of securities practitioners expected to perform the supplementary business activity.

g) The amended and supplemented Articles shall be approved by the Shareholders' Meeting, the Board of Members, or the Owner of the securities company.

2. The State Securities Commission shall conduct physical facility inspections for cases requesting to supplement brokerage and proprietary trading activities in securities.

3. Within twenty (20) days from the date of receiving a complete and valid application file pursuant to Clause 2 of this Article and the results of physical facility inspections (if applicable), the State Securities Commission shall adjust the License for Establishment and Operation. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Article 10.

Withdrawal of securities business operations

1. Procedures for withdrawing brokerage activities:

a) The securities company submits an application to withdraw brokerage activities, including the following documents:

-   Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

-   Decision of the Shareholders' Meeting, the Board of Members, or the Owner regarding the withdrawal of securities business operations;

-   Plan for handling customer accounts.

b) The securities company implements the plan and procedures as guided by the State Securities Commission;

c) Within seven (07) working days from the date of receiving the report on the implementation of the plan for handling customer accounts, the State Securities Commission adjusts the License for Establishment and Operation while issuing a Decision to revoke the Registration Certificate for Securities Depository Services in cases where the securities company does not have proprietary trading activities. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

2. Procedures for withdrawing investment advisory, underwriting, and proprietary trading activities:

a) Application for withdrawing investment advisory, underwriting, and proprietary trading activities, including the following documents:

-   Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

-   Decision of the Shareholders' Meeting, the Board of Members, or the Owner regarding the withdrawal of securities business operations;

-   Report on the results of handling contracts signed with customers for withdrawn underwriting and investment advisory activities; plan for liquidating proprietary trading accounts for withdrawn proprietary trading activities.

Within seven (07) working days from the date of receiving a complete and valid application file pursuant to Point a of Clause 2 of this Article, the State Securities Commission adjusts the License for Establishment and Operation for the securities company. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Article 11.

Change of Company Name and Main Office Location

1. Application File for Changing Company Name:

a) Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

b) Decision of the Shareholders' Meeting, the Board of Members, or the Owner regarding the change of company name;

c) The amended and supplemented Articles approved by the Shareholders' Meeting, the Board of Members, or the Owner of the securities company.

2. Application File for Changing Main Office Location Includes:

a) Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

b) Description of physical facilities ensuring the performance of business activities at the new main office location (in accordance with the form prescribed in Appendix II issued together with this Circular) accompanied by proof of ownership of the premises;

c) Decision of the Shareholders' Meeting, the Board of Members, or the Owner regarding the change of main office location of the company.

The new main office location of the securities company must meet the conditions regarding physical facilities as stipulated in Clause 1 of Article 3 of this Circular.

4. Prior to approving the change of main office location, the State Securities Commission shall inspect the physical facilities at the new main office location for securities companies engaged in brokerage and proprietary trading activities.

5. Within twenty (20) days from the date of receiving a complete and valid application file and the results of physical facility inspections (if applicable), the State Securities Commission shall adjust the License for Establishment and Operation. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Article 12.

Change of Registered Capital

1. Application File for Changing Registered Capital Includes:

a) Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

b) Confirmation of additional capital from the bank where the escrow account is opened or Financial Statements at the time when the securities company completes the increase in registered capital, audited by an auditing organization approved by the State Securities Commission; Financial Statements audited at the time when the securities company completes the repurchase and cancellation of shares, equity contributions to reduce registered capital.

c) Report on changes in ownership structure before and after the change in registered capital; files of shareholders or contributors holding ten percent (10%) or more of the registered capital according to Point d of Clause 2 of Article 30 of this Circular and Decisions of the Board of Directors, the Board of Members, or the Owner in cases where the buyer is an organization;

d) Report on the results of share offerings in accordance with the law for the increase in registered capital of joint-stock companies. Report on the results of share repurchases, equity contributions, and cancellations for the reduction in registered capital.

2. Within twenty (20) days from the date of receiving a complete and valid application file pursuant to Clause 1 of this Article, the State Securities Commission shall adjust the License for Establishment and Operation. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Article 13.

Change of Legal Representative

1. Application File for Changing the Legal Representative of the Company Includes:

a) Application for adjustment of the License for Establishment and Operation of the securities company (in accordance with the form prescribed in Appendix VII issued together with this Circular);

b) Decision of the Board of Directors, the Board of Members, or the Owner regarding the appointment of the Chairman of the Board of Directors, the Chairman of the Board of Members, or the Director (General Director), accompanied by Personal Information Sheet (in accordance with the form prescribed in Appendix IV issued together with this Circular), a certified copy of the identity card and a certified copy of the securities professional certificate of the newly appointed person (if applicable);

c) The amended and supplemented charter is approved by the Shareholders' Meeting, the Board of Members, or the Owner in cases where there is a change in the title of the legal representative.

2. Within twenty (20) days from the date of receiving a complete and valid application file pursuant to Clause 1 of this Article, the State Securities Commission shall adjust the License for Establishment and Operation. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Section 3

SUSPENSION AND REVOCATION OF BUSINESS LICENSE AND OPERATIONS

Article 14.

Suspension of operations of securities companies

1. Securities companies shall be suspended from operating under the following circumstances:

a) The application for issuance or adjustment of the Business License contains intentionally false information;

b) After the warning period specified in Article 74 of the Securities Law has expired, the securities company still fails to rectify the warning situation and its consolidated loss reaches fifty percent (50%) of the charter capital or it no longer meets the required capital conditions for securities business;

c) Operating contrary to the purpose or not in accordance with the contents stipulated in the Business License;

d) Failing to maintain the conditions for issuance of the Business License as prescribed in Clause 1, 2, 3, and 4 of Article 3 of this Circular;

đ) Other cases of suspension as provided for in laws on administrative penalties in the field of securities and the securities market.

1. The State Securities Commission shall issue a decision to suspend one, several, or all of the securities brokerage, proprietary trading, investment advisory, underwriting, and securities custody activities based on the form and degree of violation of the securities company as stipulated in Clause 1 of this Article, specifying the duration and scope of the suspension.

2. During the suspension period, the securities company shall not open new trading accounts; shall not sign or extend contracts related to suspended business activities; must settle and transfer accounts according to customer requests (if any); and develop a remediation plan and report on the implementation of the plan as required by the State Securities Commission.

Article 15

Revocation of Business License and Operations

1. Securities companies shall have their Business License and Operations revoked under the following circumstances:

a) Cases as prescribed in point a, b, c of Clause 2, Article 70 of the Securities Law; cases as prescribed in laws on administrative penalties in the field of securities and the securities market; and cases of revocation as prescribed in Clause 1 of Article 46 of this Circular;

b) The securities company's operation period expires as stipulated in the Charter or it applies for dissolution before the expiration date;

c) The securities company goes bankrupt.

2. Within thirty (30) days from the date of being compelled to revoke the Business License and Operations as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a decision to terminate all licensed business activities of the securities company to proceed with the revocation of the Business License and Operations.

3. From the date of receiving the document stipulated in Clause 2 of this Article, the securities company shall be responsible for:

a) Within twenty-four (24) hours, publish information on the company's website and business locations, and inform stock exchanges and the Vietnam Securities Depository about the termination of all licensed business activities to proceed with the revocation of the Business License and Operations;

b) Cease all licensed business activities completely, stop signing new contracts related to the company's business activities;

c) Within fifteen (15) days, the securities company must develop a plan to handle customer trading accounts opened at the company (if any). The plan includes the following basic contents:

-  Time and method of publishing information and notifying each customer about the withdrawal of securities brokerage services;

-  Expected time to settle customer trading accounts (close or transfer accounts) according to customer requirements, with a minimum settlement period of thirty (30) days;

-  Time to cease opening new accounts;

-  Expected time to cease trading on two stock exchanges;

-  Time to cease customer deposit/withdrawal transactions;

-  Expected time to finalize account balances of customers who have not yet settled their accounts;

-  Plan to handle remaining accounts and disputed accounts.

4. Within no more than forty-five (45) days after the State Securities Commission provides comments on the customer account handling plan as stipulated in Clause 3 of this Article, the securities company must implement the plan in the following sequence:

a) Publish information on mass media and at the company's business locations as prescribed and notify each customer according to the plan;

b) Settle customer accounts (close or transfer accounts) including both money and securities according to customer requirements;

c) After the account settlement deadline, prepare a list of all remaining accounts (accounts that have not been settled) along with the balance of money and securities for each remaining account;

d) Within five (05) working days after the account settlement deadline, the securities company reports to the State Securities Commission on the account settlement status and remaining accounts;

đ) The securities company may agree to transfer remaining customer trading accounts to another securities company.

The State Securities Commission may designate another securities company to take over and complete transactions and contracts of the securities company whose Business License and Operations have been revoked. In this case, a de facto agency relationship is established between the two companies.

5. Within five (05) working days from the completion of account settlement and transfer of remaining accounts, the securities company shall report to the State Securities Commission on the results of account settlement and transfer of remaining customer trading accounts. This provision does not apply to securities companies that have completed account settlement procedures (no remaining accounts) for customers.

6. Within five (05) working days from the date of receiving the report as prescribed in Clause 4 and Clause 5 of this Article, the State Securities Commission shall issue a document to the securities company requesting the company and related parties to carry out the dissolution and bankruptcy procedures of the company in accordance with the Law on Enterprises and the law on enterprise bankruptcy. This document shall also be published on the electronic information website of the State Securities Commission.

7. Within seven (07) working days from the completion date of the dissolution and bankruptcy of the securities company, the legal representative of the securities company must submit the original License for Establishment and Operation of the Securities Company along with relevant files concerning the dissolution and bankruptcy of the company to the State Securities Commission. Within seven (07) working days from the date of receiving a complete and valid file, the State Securities Commission shall issue a decision to revoke the License for Establishment and Operation and publish the information in accordance with the regulations.

Chapter III

ORGANIZATION OF SECURITIES COMPANIES

Section 1

GENERAL PROVISIONS

Article 16.

Organizational principles

1. Branches, trading rooms, representative offices are units under securities companies. The securities company shall be responsible for the activities of its branches, trading rooms, and representative offices.

2. The name of branches, trading rooms, and representative offices must include the name of the securities company followed by the terms branch, trading room, representative office, and a specific name to distinguish them.

Article 17.

General Procedures

1. The establishment, closure, change of location of branches, trading rooms, and representative offices of securities companies must be approved by the State Securities Commission. Securities companies changing the name of branches, trading rooms, business operations at branches, and branch managers must request the State Securities Commission to adjust the Decision on Establishment of Branches and Trading Rooms.

2. The application file for approval by the State Securities Commission and the file for adjustment of the Decision on Establishment of Branches and Trading Rooms for the contents mentioned in Clause 1 of this Article shall be submitted in one (01) original copy directly to the State Securities Commission or through postal service.

3. In case the file is incomplete or invalid, the securities company must supplement and complete the file within thirty (30) days from the date the State Securities Commission requests supplementation and completion of the file in writing. After the deadline, if the securities company does not supplement and complete the file adequately, the previously submitted file to the State Securities Commission shall lose its validity.

Section 2

BRANCHES OF SECURITIES COMPANIES

Article 18.

Establishment of Branches

1. A branch is a unit under a securities company. A securities company branch may conduct business operations according to the classification and authorization of the securities company. The business operations of the branch are limited to the scope of business operations authorized by the securities company.

2. The establishment of a securities company branch must meet the following requirements:

a) At the time of establishing the branch, the securities company is not placed under control, special control, or suspension of operations according to current regulations;

b) It has not been administratively penalized in the securities and securities market sector within six (06) months prior to the date the State Securities Commission receives the application file for establishing the branch;

c) It has a headquarters and necessary equipment to serve authorized securities business operations;

d) The branch manager of the securities company must meet the standards stipulated in point a and point d of Clause 3 of Article 34, hold a suitable securities practice certificate corresponding to the business operations conducted by the branch, have at least two (02) years of professional experience in finance, banking, and securities, and at least one (01) year of management experience;

đ) Ensure sufficient securities practitioners for the ongoing business operations at the main office, branches, and trading rooms, and have a minimum of two (02) suitable securities practitioners for each business operation planned to be conducted at the proposed branch;

3. The application file for establishing a branch includes:

a) Application for establishment of a branch (in accordance with the form prescribed in Appendix IX issued together with this Circular);

b) Decision of the Board of Directors, Board of Members, or Sole Owner of the securities company regarding the establishment of the branch and the authorized securities business operations for the branch to conduct;

c) Business process procedures, internal control procedures, and risk management procedures planned to be implemented at the branch;

d) Description of physical facilities ensuring the conduct of authorized business operations by the securities company (in accordance with the form prescribed in Appendix II issued together with this Circular) accompanied by documentation proving the right to use the branch headquarters;

đ) List of securities practitioners of the entire company; list of branch managers and securities practitioners working at the branch, accompanied by a certified copy of the securities practice certificate and labor contracts signed between the securities company and securities practitioners working at the branch; appointment decision and Personal Information Form (in accordance with the form prescribed in Appendix IV issued together with this Circular) of the branch manager.

4. The State Securities Commission shall inspect the physical facilities of the headquarters for securities company branches planning to conduct brokerage and proprietary trading operations before issuing a decision to approve the establishment of the branch.

5. Within fifteen (15) days from the date of receiving a complete and valid file and the results of the physical facility inspection (if applicable), the State Securities Commission shall issue a decision to approve the establishment of the branch. If rejected, the State Securities Commission must respond in writing and specify the reasons.

6. The securities company branch must officially commence operations within three (03) months from the date of approval of the establishment by the State Securities Commission. Beyond this period, the State Securities Commission shall revoke the decision to approve the establishment of the branch.

Article 19.

Closure of Branches

The closure of branches shall be carried out in the following procedure:

1. The securities company submits the application dossier for closing a branch, including:

a) A request for closing a branch (in accordance with the form prescribed in Appendix IX attached hereto);

b) The decision of the Board of Directors, the Board of Members, or the Owner of the securities company regarding the closure of the branch;

c) A plan to handle existing valid securities trading contracts signed with customers, including brokerage service provision, investment advisory, and underwriting issuance contracts, specifying the announcement of information, notification to customers about the closure of the branch, and the minimum period of fifteen (15) days for customers to close their accounts.

2. Within fifteen (15) days from the date of receiving a complete and valid dossier in accordance with Clause 1 of this Article, the State Securities Commission issues a decision to approve the closure of the securities company's branch. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

3. The securities company implements the closure of the branch according to the plan reported to the State Securities Commission.

4. The securities company reports on the results of implementing the closure of the branch. Within five (05) days from the date of receipt of the report, the State Securities Commission issues a decision to revoke the establishment decision of the securities company's branch.

Article 20. Change of location, amendment of the establishment decision of the branch

1. The application dossier for changing the location of a branch includes:

a) A request for changing the location of a branch (in accordance with the form prescribed in Appendix IX attached hereto);

b) An explanation of physical facilities ensuring the conduct of business operations at the new location of the branch (in accordance with the form prescribed in Appendix II attached hereto) accompanied by documents proving the right to use the branch office;

c) The decision of the Board of Directors, the Board of Members, or the Owner regarding the change of the branch's location.

2. The application dossier for adding securities business operations at the branch includes:

a) A request for amending the approval decision to establish a securities company's branch (in accordance with the form prescribed in Appendix X attached hereto);

b) An explanation of physical facilities serving the proposed additional business operations for cases of adding brokerage and proprietary trading operations (in accordance with the form prescribed in Appendix II attached hereto);

c) The decision of the Board of Directors, the Board of Members, or the Owner of the securities company regarding the addition of business operations at the branch;

d) A list of securities practitioners currently working in the business units of the company, branch, and trading desk, along with a list of securities practitioners expected to perform the proposed additional business operations at the branch, accompanied by a valid copy of the securities practitioner certificate and labor contract between the securities company and the securities practitioner expected to perform the proposed additional business operations at the branch.

3. The application dossier for withdrawing securities business operations at the branch includes:

a) A request for amending the approval decision to establish a securities company's branch (in accordance with the form prescribed in Appendix X attached hereto);

b) The decision of the Board of Directors, the Board of Members, or the Owner of the securities company regarding the withdrawal of business operations at the branch;

b) A plan to handle existing valid contracts signed with customers, including securities trading account opening contracts, securities investment advisory contracts, and securities issuance guarantee contracts, specifying the announcement of information, notification to customers about the closure of the branch, and the minimum period of fifteen (15) days for customers to close their accounts.

4. The application dossier for changing the name of the branch includes:

a) A request for amending the approval decision to establish a securities company's branch (in accordance with the form prescribed in Appendix X attached hereto);

b) The decision of the Board of Directors, the Board of Members, or the Owner regarding the renaming of the branch.

5. The application dossier for changing the branch manager includes:

a) A request for amending the approval decision to establish a securities company's branch (in accordance with the form prescribed in Appendix X attached hereto);

b) The decision of the Board of Directors, the Board of Members, or the Owner of the securities company regarding the change of the branch manager;

c) Personal information of the Branch Manager (in accordance with the form prescribed in Appendix IV attached hereto) accompanied by a valid copy of the Identity Card, labor contract, and a relevant securities practitioner certificate corresponding to the authorized business operations at the branch.

6. In the case where a securities company changes the location of its branch, it must meet the conditions regarding physical facilities as stipulated in Point c, Clause 2, Article 18 of this Circular. Before approving the change of the branch's location, the State Securities Commission will inspect the physical facilities at the new location of the branch for cases where the branch conducts brokerage and proprietary trading operations.

7. Within fifteen (15) days from the date of receiving a complete and valid dossier and the inspection results of physical facilities for cases of adding business operations at the branch or changing the branch's location (if applicable), the State Securities Commission issues a decision to amend the approval decision to establish the branch. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Section 3

SECURITIES COMPANY TRADING DESK

Article 21. Establishment of Trading Desk

1. The trading desk is a unit under the main office or branch of the securities company. The location of the trading desk is within the province or city where the securities company's main office or branch is located. The trading desk supports the implementation of securities brokerage, investment advisory, and securities custody operations for the main office or branch that the trading desk depends on.

2. The establishment of a trading desk by a securities company must meet the following requirements:

a) At the time of establishing the trading desk, the securities company is not placed under control, special control, or suspension of operations as prescribed by current regulations;

b) It has not been administratively penalized in the securities and securities market sector within six (06) months prior to the date when the State Securities Commission receives the application dossier for establishing the trading desk;

c) It has a headquarters and necessary equipment to serve the support activities for securities business operations.

d) Ensuring there are sufficient securities practitioners working at the headquarters, branches, and existing trading rooms, and having a minimum of two (02) securities practitioners working at the proposed trading room to be established.

3. The application dossier for establishing a trading room includes:

a) A request for establishing a trading room (in accordance with the form prescribed in Appendix IX issued together with this Circular);

b) Business procedures to be implemented at the trading room;

c) An explanation of the physical facilities ensuring support for the trading room's business operations (in accordance with the form prescribed in Appendix II issued together with this Circular), accompanied by documents proving the right to use the trading room premises;

d) The decision of the Board of Directors, Board of Members, or Shareholder of the securities company regarding the establishment of the trading room;

đ) A list of securities practitioners of the entire securities company; a list of securities practitioners working at the trading room, accompanied by a valid copy of the securities practice certificate and the labor contract signed between the securities company and the securities practitioner working at the trading room of the securities company.

4. The State Securities Commission shall inspect the physical facilities of the securities company's trading room before issuing a decision to approve the establishment of the trading room.

5. Within fifteen (15) days from the date of receiving a complete and valid application dossier and the inspection results of the physical facilities, the State Securities Commission shall issue a decision to approve the establishment of the trading room. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

6. The securities company's trading room must officially commence operations within three (03) months from the date of approval by the State Securities Commission. Beyond this period, the State Securities Commission will revoke the decision to approve the establishment of the trading room.

Article 22. Closing a Trading Room

1. The application dossier for closing a trading room includes:

a) A request for closing a trading room (in accordance with the form prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or Shareholder of the securities company regarding the closure of the trading room;

c) A plan for handling outstanding securities transaction contracts with customers, including the announcement of information and notification to customers about the closure of the trading room and the minimum time limit of fifteen (15) days for customers to settle their accounts.

2. Within fifteen (15) days from the date of receiving a complete and valid application dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a decision to approve the closure of the securities company's trading room. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

3. The securities company shall implement the closure of the trading room according to the plan reported to the State Securities Commission.

4. The securities company must report the results of implementing the closure of the trading room. Within five (05) days from the date of receipt of the report, the State Securities Commission shall issue a decision to revoke the decision to approve the establishment of the securities company's trading room.

Article 23. Changing Location, Amending Decision Approving Establishment of Trading Room

1. The application dossier for changing the location of a trading room includes:

a) A request for changing the location of the securities company's trading room (in accordance with the form prescribed in Appendix IX issued together with this Circular);

b) An explanation of the physical facilities ensuring support for the trading room's business operations at the new location (in accordance with the form prescribed in Appendix II issued together with this Circular), accompanied by documents proving the right to use the trading room premises;

c) The decision of the Board of Directors, Board of Members, or Shareholder regarding the change of the trading room's location.

2. The application dossier for changing the name of a trading room includes:

a) A request for amending the decision approving the establishment of the securities company's trading room (in accordance with the form prescribed in Appendix X issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or Shareholder regarding the renaming of the trading room.

3. When changing the location of a trading room, the securities company must meet the conditions regarding physical facilities as stipulated in point c, Clause 2, Article 21 of this Circular. The State Securities Commission shall inspect the physical facilities at the new location of the trading room.

4. Within fifteen (15) days from the date of receiving a complete and valid application dossier and the inspection results of the physical facilities, the State Securities Commission shall issue a decision to amend the decision approving the establishment of the trading room. In case of rejection, the State Securities Commission must provide a written response stating the reasons.

Section 4

SECURITIES COMPANY REPRESENTATIVE OFFICE

Article 24. Establishing a Representative Office

1. A representative office is a unit under a securities company. The location of the representative office must not be within the province or city where the securities company's headquarters or branch is located.

2. The scope of activities of the representative office includes one, several, or all of the following contents:

a) Performing liaison and market research functions;

b) Promoting the development of cooperation projects in the securities and securities market sector at the location of the representative office;

c) Promoting and supervising the implementation of projects and agreements related to the company's operational field.

3. The representative office may not engage in business activities, may not conduct activities related to securities transactions, and may not directly or indirectly enter into economic contracts.

4. The establishment of a representative office by a securities company must meet the following requirements:

a) At the time of establishing the representative office, the securities company is not placed under control, special control, or suspension of operations as provided by current regulations;

b) It has not been administratively penalized in the securities and securities market sector within six (06) months prior to the date when the State Securities Commission receives the application dossier for establishing the representative office;

c) It has premises for setting up the representative office.

5. The application dossier for establishing a representative office includes:

a) A request for establishing a representative office (in accordance with the model prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or the Owner of the securities company regarding the establishment of a representative office, specifying the scope of operations of the representative office;

c) Documents proving the right to use the headquarters where the representative office is located.

6. Within fifteen (15) days from the date of receiving a complete application file, the State Securities Commission shall issue a decision approving the establishment of a representative office. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Article 25. Closing a representative office

1. A securities company's representative office shall close in the following cases:

a) Voluntary termination of operations;

b) Where the location of the representative office already has a branch or main office of the securities company.

2. The application file for closing a representative office includes:

a) A request for closing a representative office (in accordance with the model prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or the Owner of the securities company regarding the closure of the representative office.

3. Within fifteen (15) days from the date of receiving a complete application file as stipulated in Clause 2 of this Article, the State Securities Commission shall issue a decision approving the closure of the representative office and revoke the decision on the establishment of the representative office. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Article 26. Changing location, amending the decision approving the establishment of a representative office

1. The application file for changing the location of a representative office includes:

a) A request for changing the location of a securities company's representative office (in accordance with the model prescribed in Appendix IX issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or the Owner regarding the change of location for the representative office;

c) Documents proving the right to use the headquarters where the representative office is located.

2. The application file for changing the name of a representative office includes:

a) A request for amending the decision approving the establishment of a securities company's representative office (in accordance with the model prescribed in Appendix X issued together with this Circular);

b) The decision of the Board of Directors, Board of Members, or the Owner regarding the renaming of the representative office.

3. Within fifteen (15) days from the date of receiving a complete application file, the State Securities Commission shall issue a decision amending the decision approving the establishment of the representative office. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Chapter IV

MANAGEMENT AND OPERATION OF SECURITIES COMPANIES

Article 27.

Management and operation principles

1. Securities companies must comply with the provisions of the Securities Law, the Enterprise Law, and other relevant laws concerning corporate governance. Securities companies must promulgate Articles of Association consistent with the model Articles of Association prescribed in Appendix XI issued together with this Circular.

2. Securities companies have the responsibility to be honest with clients and may not infringe upon the assets, rights, and lawful interests of clients.

3. Securities companies must clearly define the responsibilities between the Shareholders' Meeting, Board of Members, Owner, Board of Directors, Supervisory Board, and General Director in accordance with the Securities Law, the Enterprise Law, and other relevant laws.

4. Securities companies must establish a communication system with shareholders and members to ensure the provision of full information and fair treatment among shareholders and members, ensuring the rights and lawful interests of shareholders and members.

Article 28.

Corporate management structure

1. The corporate management structure of a securities company that is a joint-stock company consists of the Shareholders' Meeting, Board of Directors, Supervisory Board, and General Director.

2. The corporate management structure of a securities company that is a limited liability company with one member or two or more members consists of the Board of Members, Supervisory Board, and General Director.

3. The Chairman of the Board of Directors, Chairman of the Board of Members, or General Director (Chief Executive Officer) is the legal representative of the company according to the Company's Articles of Association.

Article 29.

Shareholders, Members

1. Founding shareholders or founding members of a securities company may not transfer their initial shares or capital contributions within three (03) years from the date of issuance of the license for establishment and operation, except for transfers to other founding shareholders or founding members. During this period, commercial banks, insurance enterprises, or foreign organizations as prescribed in Clause 7, Clause 8 of Article 3 of this Circular must always hold at least thirty percent (30%) of the charter capital of the securities company.

2. Shareholders or members holding ten percent (10%) or more of the share capital or capital contribution of a securities company and persons related to such shareholders or members may not own more than five percent (5%) of the shares or capital contribution of another securities company.

3. Shareholders or members holding ten percent (10%) or more of the charter capital of a securities company may not take advantage of their position to harm the rights and interests of the company and other shareholders.

4. Shareholders or members holding ten percent (10%) or more of the charter capital of a securities company must fully notify the securities company within twenty-four (24) hours from the time they receive information in the following cases:

a) Shares or capital contributions being frozen, pledged, or subject to court decisions;

b) Shareholders or members as organizations deciding to change their names, merge, split, dissolve, or declare bankruptcy.

5. The securities company must report to the State Securities Commission about the cases stipulated in Clause 4 of this Article within five (05) days from the date of receiving the notification from shareholders or members.

Article 30.

Transactions changing ownership of shares or capital contributions representing ten percent (10%) or more of the contributed charter capital of a securities company

1. Transactions transferring shares or capital contributions to become shareholders or contributing members holding ten percent (10%) or more of the contributed charter capital of a securities company must be approved by the State Securities Commission, except for cases where the shares of the securities company are listed or registered for trading on the Stock Exchange and transactions decided by a court.

2. The application documents for transaction approval include:

a) A share transfer request form or capital contribution transfer request form (in accordance with the model prescribed in Appendix XII issued together with this Circular);

b) A certified true copy of the transfer request form between the parties;

c) A principle contract of the transfer that has been agreed upon by the transferring party and the receiving party;

d) Personal information forms (in accordance with the model prescribed in Appendix IV issued together with this Circular), accompanied by a certified true copy of the Identity Card of the new shareholder if the new shareholder is an individual, or a copy of the Business Registration Certificate if the new shareholder is a legal entity;

đ) Decisions of the Board of Directors, Board of Members, or the Owner of the transferring party and the receiving party when both the transferring party and the receiving party are organizations;

e) A confirmation document from the securities company regarding the validity of the transfer.

g) In cases where the transaction changes the ownership of foreign-invested shares or capital contributions, documents written in a foreign language must be translated and certified into Vietnamese by an organization authorized under Vietnamese law. Documents issued by foreign government authorities must be legalized according to relevant laws.

3. The application documents for transaction approval must be prepared in one (01) original copy and submitted directly to the State Securities Commission or sent through postal service.

4. Within fifteen (15) days from the date of receipt of complete application documents, the State Securities Commission shall issue a written approval for the transaction. If the transaction is rejected, the State Securities Commission must provide a written response stating the reasons.

5. The parties involved must complete all transaction procedures approved within ninety (90) days from the effective date of the State Securities Commission's approval. If the transfer is not completed within the specified period, the State Securities Commission's approval will automatically become invalid.

6. Within five (05) days from the completion of the transfer transaction, the securities company must report the transaction results to the State Securities Commission in accordance with the model prescribed in Appendix XIII issued together with this Circular.

Article 31.

Shareholders' Meeting, Board of Members

1. A securities company must establish internal procedures for the formalities, sequence of convening and voting at the Shareholders' Meeting and the Board of Members, and such procedures must be approved by the Shareholders' Meeting and the Board of Members.

2. A joint-stock securities company must hold an annual Shareholders' Meeting within four (04) months from the end of the fiscal year. If it cannot be held within the specified time frame, the securities company must report in writing to the State Securities Commission, explaining the reasons and must hold the annual Shareholders' Meeting within the following two (02) months.

3. A securities company must report the results of the Shareholders' Meeting and the Board of Members, along with resolutions and related documents, to the State Securities Commission within five (05) working days from the end of the Shareholders' Meeting and the Board of Members.

Article 32.

Board of Directors, Board of Members

1. Members of the Board of Directors and the Board of Members of a securities company may not simultaneously serve as members of the Board of Directors, the Board of Members, or the Director (General Director) of another securities company.

2. The functions, duties, and delegated powers to the Board of Directors and the Board of Members must be clearly defined.

3. The functions and duties of each member of the Board of Directors and the Board of Members must be clearly stipulated.

4. The Board of Directors and the Board of Members must establish internal procedures for the formalities and sequence of convening and voting at their meetings.

5. The Board of Directors and the Board of Members must establish departments or appoint personnel to perform risk management tasks as prescribed in Clause 1 of Article 35 of this Circular and internal control tasks as prescribed in Clause 1 of Article 36 of this Circular.

Article 33.

Supervisory Board

1. The Chairman of the Audit Committee of a securities company may not concurrently serve as a member of the Audit Committee or a manager of another securities company.

2. The Audit Committee must establish an audit process and such process must be approved by the Shareholders' Meeting or the Board of Members.

3. For an Audit Committee with two (02) or more members, the Audit Committee must convene at least two (02) times per year. Meeting minutes must be accurately recorded and fully detailed, and must be kept in accordance with regulations.

4. When discovering violations by Board of Directors members, Board of Members members, or the Management Board that infringe upon the rights and interests of the company, shareholders, owners, or customers, the Audit Committee has the responsibility to require explanations within a certain period or to propose convening the Shareholders' Meeting, the Board of Members, or the Owner to resolve the matter. For legal violations, the Audit Committee must report in writing to the State Securities Commission within seven (07) working days from the date of discovery of the violation.

Article 34.

Management Board

1. The Director (General Director) manages the daily business operations of the securities company, subject to supervision by the Board of Directors and the Board of Members, and is responsible before the Board of Directors, the Board of Members, and the law for the exercise of assigned rights and duties.

2. The General Director (Chief Executive Officer) and Deputy General Director (Deputy Chief Executive Officer) of a securities company shall not concurrently work for another securities company, fund management company, or other business entity; the General Director of a securities company shall not be a member of the Board of Directors or the Member Council of another securities company.

3. The General Director of a securities company must meet the following criteria:

a) Not being a person who has been or is currently subject to criminal responsibility, sentenced to imprisonment, or deprived of their professional qualifications by a court according to the law;

b) Having at least three (03) years of specialized experience in finance, banking, or securities, and at least three (03) years of management experience;

c) Holding a Financial Analysis Professional Certificate or a Fund Management Professional Certificate;

c) Not having been penalized by the State Securities Commission under securities and stock market laws within the last two (02) years.

4. The Deputy General Director responsible for professional operations must meet the criteria specified in points a and d of Clause 3 of this Article, hold a relevant securities professional certificate corresponding to the assigned responsibilities, have at least two (02) years of specialized experience in finance, banking, or securities, and at least two (02) years of management experience.

5. A securities company must establish working regulations for the Board of Directors and these must be approved by the Board of Directors and the Member Council. The minimum contents of the working regulations must include the following:

a) Specific duties and responsibilities of Board of Directors members;

b) Procedures and processes for organizing and participating in meetings;

c) Reporting responsibilities of the Board of Directors to the Board of Directors, Member Council, and Supervisory Board.

Article 35.

Risk Management

1. The functions and principles of operation of the risk management department are carried out by the Board of Directors and the Member Council:

a) Establishing strategic risk management policies; risk assessment standards; overall risk levels of the company and each department within the company;

b) Conducting independent evaluations on the appropriateness and compliance with established risk policies and procedures within the company;

c) Reviewing, examining, and evaluating the completeness, effectiveness, and efficacy of the risk management system under the Board of Directors to improve this system.

2. The Board of Directors must establish and maintain a risk management enforcement system including processes, machinery, and personnel to ensure prevention of risks that may affect the interests of the company and its customers. The risk management enforcement system performs the following tasks:

a) Determining the enforcement policy and risk acceptance level of the company;

b) Identifying the company's risks;

c) Measuring risks;

d) Monitoring, preventing, detecting, and handling risks.

3. The State Securities Commission guides the risk management system applicable to securities companies.

Article 36.

Internal Audit

1. A publicly traded joint-stock securities company or a securities company licensed to conduct brokerage activities must establish an internal audit department under the Board of Directors (Member Council). The internal audit department has the following functions and responsibilities:

a) Conducting independent evaluations on the appropriateness and compliance with legal policies, Articles of Association, decisions of the Shareholders' Meeting, Owners, Board of Directors, and Member Council;

b) Reviewing, examining, and evaluating the completeness, effectiveness, and efficacy of the internal control system under the Board of Directors to improve this system;

c) Evaluating compliance of business operations with internal policies and procedures;

d) Advising on the establishment of internal policies and procedures;

đ) Evaluating compliance with legal provisions, controlling measures to ensure asset safety;

e) Evaluating internal audits through financial information and business processes;

g) Evaluating the process of identifying, assessing, and managing business risks;

h) Evaluating the effectiveness of activities;

i) Evaluating compliance with contractual commitments;

k) Implementing information technology system controls;

l) Investigating violations within the securities company;

m) Conducting internal audits of the securities company and its subsidiaries.

2. Internal audit activities must ensure the following principles:

a) Independence: the internal audit department is independent from other departments of the securities company, including the executive board; internal audit activities are independent from the company's operational and business activities; internal audit staff shall not undertake tasks within the scope of internal audit, nor shall they concurrently hold positions in business units such as brokerage, proprietary trading, analysis, investment advisory, underwriting, and risk management;

b) Objectivity: the internal audit department and its staff must ensure objectivity, fairness, and impartiality during the performance of their duties. The securities company must ensure that internal audit is not subject to any interference when performing its duties properly;

Internal auditors must demonstrate objectivity in collecting, evaluating, and communicating information about activities or systems that have been or are being audited. Internal auditors need to provide fair assessments of all related issues and not be influenced by personal interests or anyone else when making observations and assessments;

c) Integrity: internal auditors must perform their duties honestly, carefully, and responsibly; comply with the law and carry out public work content according to legal and professional regulations;

d) Confidentiality: internal audit department staff must respect the value and ownership of received information, and not disclose information without valid authorization unless there is a legal obligation to disclose information according to the company's internal regulations.

3. Personnel requirements for the internal audit department

a) Persons working in this department must not be individuals who have been penalized with fines or higher for violations in the securities, banking, and insurance sectors within the five (05) years immediately preceding the year of their appointment;

b) The head of the internal audit department must possess specialized expertise in law, accounting, and auditing; have sufficient experience, credibility, and authority to effectively perform assigned tasks;

c) Must not be related to heads of specialized departments, personnel performing operations, Directors (General Directors), Deputy Directors (Deputy General Directors), Branch Directors within the securities company;

d) Hold a Certificate on Basic Issues of Securities and the Securities Market and a Certificate on Law of Securities and the Securities Market or a Professional Practice Certificate in Securities;

đ) Shall not concurrently hold other positions within the securities company;

Article 37.

Internal Control

1. A securities company must establish an internal control department under the Board of Directors (Board of General Directors). The internal control system includes independent and dedicated procedures, machinery, and personnel.

2. The internal control department under the Board of Directors has the responsibility to monitor compliance with the following contents:

a) Inspect and supervise adherence to laws and regulations, the charter of the company, decisions of the Shareholders' Meeting, decisions of the Board of Management, operational rules, risk management procedures of the company, relevant departments, and securities practitioners within the company;

b) Monitor the implementation of internal regulations, internal activities that may conflict with interests, particularly those involving the company's own business operations and personal transactions of company employees; supervise the fulfillment of responsibilities by company staff and partners for delegated activities;

c) Examine and supervise the implementation of professional ethics rules;

d) Supervise the calculation and compliance with financial safety regulations;

đ) Segregate customer assets;

e) Safeguard and retain customer assets;

g) Monitor compliance with legal provisions on anti-money laundering;

h)||| Other matters assigned by the Director (General Director).

3. A securities company must establish an internal control system including organizational structure, procedures, and internal regulations applicable to all positions, units, departments, and activities of the company to ensure the following objectives:

a) The operations of the securities company comply with the provisions of the Securities Law and related documents;

b) Protect customer rights;

c) Ensure the safe and effective operation of the securities company; protect, manage, and use assets and resources safely and effectively;

d) Financial information and management information systems are true, reasonable, complete, and timely; truthfulness in preparing the company's financial reports.

4. Requirements for personnel in the internal control department:

a) The head of the internal control department must possess specialized expertise in law, accounting, and auditing; have sufficient experience, credibility, and authority to effectively perform assigned tasks;

b) Must not be related to heads of specialized departments, personnel performing operations, Directors (General Directors), Deputy Directors (Deputy General Directors), Branch Directors within the securities company;

c) Hold a Certificate on Basic Issues of Securities and the Securities Market and a Certificate on Law of Securities and the Securities Market or a Professional Practice Certificate in Securities;

d) Shall not concurrently hold other positions within the securities company.

Article 38.

Management of Securities Practitioners

1. Except in cases where they are appointed as representatives of capital contributions or members of the management board of the securities company or of organizations in which the securities company has invested, securities practitioners shall not:

a) Simultaneously work for organizations that have ownership relationships with the securities company where they are employed;

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

c) Simultaneously serve as Directors (General Directors) of organizations issuing securities to the public or listed organizations;

2. Securities practitioners working for a securities company may only open trading accounts for themselves (if any) at the securities company where they are employed. This provision does not apply to securities practitioners working for a securities company that is not a member of the Stock Exchange.

3. Securities practitioners act on behalf of the securities company to conduct transactions with customers, and the securities company is responsible for all activities of securities practitioners when performing company operations. Securities practitioners may not use funds or securities from customer accounts without written authorization from the securities company based on customer entrustment.

4. Securities practitioners must participate in mandatory training sessions organized by the State Securities Commission and the Stock Exchange regarding legal documents, trading systems, and new types of securities.

Chapter V

FINANCIAL SAFETY MANAGEMENT

Article 39.

Increase, Decrease in Registered Capital

1. Increase in Registered Capital

a) A securities company may not adjust its registered capital upwards before officially commencing securities business operations;

b) A limited liability securities company increases its registered capital according to the forms prescribed by the Enterprise Law. Prior to implementing the increase in registered capital, the securities company must report to the State Securities Commission, the report includes:

-   Notification of the increase in registered capital;

-   Decision of the Board of Members, Owner on increasing capital and the fundraising plan approved by the Board of Members, Owner of the securities company;

-   List of new contributing members, members contributing ten percent (10%) or more of the registered capital of the securities company accompanied by the documents specified in point d, Clause 2, Article 30 of this Circular;

c) An incorporated securities company may increase its registered capital through the following methods:

- Issuing new shares to increase the registered capital in accordance with relevant laws, including the form of converting debt into contributed capital through an agreement between creditors and the securities company;

- Converting issued bonds into shares in accordance with the law;

- Transferring surplus capital, retained earnings, and other legitimate sources to supplement and increase the registered capital. The securities company may use surplus capital from the difference between the selling price and the purchase cost of treasury shares to supplement and increase the registered capital after all treasury shares have been sold. The securities company may use surplus capital from the difference between the selling price and the par value of issued shares to supplement and increase the registered capital one year after the end of the issuance period.

d) Before implementing the increase in registered capital through the conversion of bonds and the transfer of legitimate sources as stipulated in point c, Clause 1 of this Article, the securities company must register with the Securities Commission. The registration documents include:

-   In the case of converting bonds into shares: The decision of the Shareholders' Meeting approving the issuance plan accompanied by the Bond Conversion Plan into Shares approved by the Shareholders' Meeting;

-   In the case of transferring legitimate sources to increase share capital: The decision of the Shareholders' Meeting approving the issuance plan; The most recent audited financial report and necessary documents proving the legitimate source of funds used to supplement and increase the registered capital.

2. Decreasing Registered Capital

a) A single-member limited liability securities company shall not decrease its registered capital;

b) A securities company that is a limited liability company with two or more members or a joint-stock company may repurchase shares or contributions from shareholders or members to decrease its registered capital. Shares or contributions from shareholders or members repurchased for the purpose of decreasing the registered capital must be immediately canceled;

c) Conditions for a securities company to repurchase shares or contributions to decrease its registered capital include:

-  At least three (03) years of operation since the date of obtaining the License for Establishment and Operation;

-  The Shareholders' Meeting or Board of Members approves the reduction of registered capital and the plan to reduce registered capital;

-  According to the most recent audited financial report, there must be sufficient capital from the following sources to repurchase shares or contributions: surplus share capital or development fund or undistributed post-tax profit or other owner's equity used for repurchase in accordance with the law;

-  Must obtain the consent of creditors regarding the reduction of capital if at the time of reducing capital, the company has obligations to pay debts;

-  After reducing the registered capital, the securities company must ensure the payment of all debts and other property liabilities while ensuring sufficient statutory capital for permitted securities business operations according to current regulations, with the available capital ratio after repurchasing shares or contributions reaching a minimum of 180% or more.

d) Before implementing the reduction of registered capital, the securities company must report to the Securities Commission, the report file includes:

-  Notice of the reduction of registered capital;

-  The decision of the Board of Members, Shareholders' Meeting on the reduction of registered capital and the plan to reduce registered capital approved by the Board of Members, Shareholders' Meeting of the securities company;

- The most recent audited financial report by an auditing organization approved by the Securities Commission near the date of the decision to reduce registered capital;

- Opinions of creditors regarding the reduction of capital confirmed by an independent auditing organization approved by the Securities Commission;

-  Commitment of Board of Directors members, Board of Members members to ensure the payment of all debts and other property liabilities after reducing the registered capital.

3. Within fifteen (15) days from the date of receiving valid documents on increasing or decreasing registered capital as stipulated in Clause 1 and 2 of this Article, the Securities Commission must respond in writing to the securities company regarding the increase or decrease in registered capital.

4. After completing the implementation of increasing registered capital, repurchasing shares or contributions to decrease capital, the securities company must follow the procedures to adjust the License for Establishment and Operation according to Article 12 of this Circular.

Article 40.

Financial Safety Indicators

1. The securities company must ensure financial safety indicators as prescribed by the Ministry of Finance.

2. The review of the available capital ratio on June 30 each year must be reviewed and the audit of the available capital ratio on December 31 each year must be conducted by an independent auditing organization approved by the Securities Commission.

3. The Securities Commission is responsible for publishing information on the Securities Commission's electronic website about securities companies under control, special control, and related information to protect investors within twenty-four (24) hours from the date of issuing the decision to place the securities company in a controlled or specially controlled status.

Article 41.

Treasury Shares

1. Except for cases of purchasing individual shares at the request of customers or correcting errors as prescribed by the Securities Depository Center, a joint-stock securities company may repurchase no more than ten percent (10%) of the issued ordinary shares as treasury shares.

2. The securities company can only use retained earnings, surplus capital, and other sources (excluding the financial reserve fund) as prescribed by the law to purchase treasury shares. After purchasing treasury shares, the securities company must ensure that the owner's equity is at least equal to the statutory capital as prescribed by the law.

The above provisions are calculated based on the most recent audited financial report or consolidated financial report (in the case where the securities company is a parent company) but not exceeding six months from the expected date of purchasing treasury shares.

3. The purchase or sale of treasury shares must be approved by the Board of Directors of the company.

4. A securities company may only sell treasury shares six (06) months after the end of the most recent purchase of treasury shares, except in cases where they are distributed to employees within the company or used as bonus shares. In the case of using them as bonus shares for employees, such action must be approved by the Shareholders' Meeting and ensure that there are sufficient corresponding funds from the company's equity capital.

5. Securities companies implementing the purchase or sale of treasury shares must have a plan for purchasing or selling treasury shares specifying the implementation period, pricing principles, and must report to the State Securities Commission in writing and publicly announce information at least seven (07) days before the date of the purchase or sale of treasury shares. The report and public announcement shall include the following main contents:

a) Purpose of purchasing or selling treasury shares;

b) Maximum number of shares expected to be purchased or sold;

c) Source of funds for purchase;

d) Pricing principles;

đ) Transaction execution period;

g) Expected transaction price.

6. Within ten (10) days from the end of the transaction for purchasing or selling treasury shares, the securities company must report to the State Securities Commission and publicly announce information, clearly stating the reasons if the planned quantity of treasury shares to be purchased or sold was not fully executed.

7. Securities companies are not allowed to purchase treasury shares under the following circumstances:

a) The company has overdue debts;

b) The company is in the process of issuing shares to raise additional capital;

c) The company is implementing stock splits or consolidations;

d) The company is currently selling treasury shares;

đ) The company's shares are the subject of a public tender offer.

8. Securities companies must complete the purchase or sale of treasury shares according to the announced time but not exceeding ninety (90) days from the start of the transaction.

9. Securities companies are not allowed to purchase shares of major shareholders, company managers, and related parties as defined by the Securities Law for use as treasury shares, except when the securities company's shares are listed on a stock exchange.

a) Shares of major shareholders, company managers, and related parties as defined by the Securities Law, except when the securities company's shares are listed on a stock exchange;

b) Shares subject to transfer restrictions as stipulated by law and the Company Charter.

10. If a securities company sells treasury shares with preferential terms for the subjects mentioned in point a, Clause 9 of this Article, it must be approved by the Shareholders' Meeting, and related interested parties may not participate in voting.

11. Securities companies are not allowed to change and must implement the plan for purchasing or selling treasury shares that has been reported and publicly announced. If unable to execute, the securities company must provide reasonable justification, submit a written explanation to the State Securities Commission, and publicly announce information in accordance with regulations.

12. When selling treasury shares through a public offering of securities, the securities company must comply with the regulations governing public offerings of securities.

Article 42.

Limitation on borrowing

1. The ratio of total debt to equity capital of a securities company shall not exceed three (03) times. The value of total debt as specified herein does not include the following items:

a) Customer securities trading deposits;

b) Welfare bonus fund;

c) Provision for unemployment benefits;

d) Provision for investor compensation.

2. Short-term debt of a securities company shall not exceed short-term assets.

Article 43.

Restrictions on Lending

1. Securities companies are not allowed to lend money and securities in any form, except when lending money to customers to purchase securities in accordance with the regulations on margin trading of securities issued by the Ministry of Finance.

2. Securities companies are not allowed to lend in any form to major shareholders, members of the Supervisory 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 related parties of these entities. other reasons by the Board of Directors appoints and persons related to the aforementioned entities. the administrators appointed and those related parties mentioned above.

Article 44.

Investment Limitations

1. Securities companies are not allowed to purchase or invest in real estate except for use as headquarters, branches, or transaction offices directly serving the business activities of the securities company.

2. Securities companies purchasing or investing in real estate as stipulated in Clause 1 of this Article and fixed assets, the remaining value of fixed assets and real estate shall not exceed fifty percent (50%) of the total asset value of the securities company.

3. Securities companies are not allowed to use more than seventy percent (70%) of their equity capital to invest in corporate bonds or contribute to other organizations, of which no more than twenty percent (20%) of equity capital can be invested in unlisted companies.

4. Securities companies are not allowed to directly or entrust other organizations or individuals to carry out:

a) Investing in stocks or contributions to companies holding more than fifty percent (50%) of the charter capital of the securities company, except for buying odd lots of shares at the request of customers;

b) Jointly with related parties investing five percent (5%) or more of the charter capital of another securities company;

c) Investing more than twenty percent (20%) of the total outstanding shares or certificates of a listed organization;

d) Investing more than fifteen percent (15%) of the total outstanding shares or certificates of an unlisted organization, this provision does not apply to member certificates;

đ) Investing or contributing more than ten percent (10%) of the total contribution capital of a limited liability company or a business project;

e) Investing more than fifteen percent (15%) of the equity capital in an organization.

5. Securities companies are permitted to establish or acquire fund management companies as subsidiaries. In this case, the securities company is exempt from complying with points c, d, and đ of Clause 4 of this Article. Securities companies planning to establish or acquire fund management companies as subsidiaries must meet the following conditions:

a) Equity capital after establishing or acquiring a fund management company must be at least equal to the statutory capital required for the business operations being conducted;

b) The available capital ratio after establishing or acquiring a fund management company must be at least one hundred eighty percent (180%).

c) After contributing capital to establish, or purchasing a fund management company, the securities company must ensure compliance with the borrowing limit prescribed in Article 42 of this Circular and the investment limit prescribed in Clause 3 of this Article and Point e, Clause 4 of this Article.

6. In cases where the securities company exceeds the investment limit due to underwriting guarantees, mergers, acquisitions, or asset or equity changes of the securities company or the contributing entity, the securities company must take necessary measures to comply with the investment limits stipulated in Clauses 2, 3, and 4 of this Article within a maximum period of one (01) year.

Chapter VI

ACTIVITIES OF SECURITIES COMPANIES

Section 1

GENERAL PROVISIONS

Article 45.

Principles of Operation

1. Securities companies must issue business procedures, internal control procedures, and risk management procedures applicable to licensed business activities.

2. Securities companies must issue appropriate ethical guidelines for their business operations.

3. Securities companies must ensure separation of office space, personnel, data systems, and reports between business units to avoid conflicts of interest between the securities company and its clients or among clients. The securities company must inform clients in advance about potential conflicts of interest that may arise between the securities company, securities practitioners, and clients.

4. Securities companies must assign securities practitioners with appropriate securities practice certificates for each type of business activity. A securities practitioner engaged in proprietary trading may not simultaneously engage in brokerage activities.

5. Securities companies may not make statements or guarantees to clients regarding expected income or profits from their investments or guarantee that clients will not incur losses, except in the case of fixed-income securities investments.

6. Securities companies may not disclose client information without the client's consent or at the request of competent state management authorities.

7. Securities companies may not engage in actions that mislead clients and investors about the price of securities.

8. When securities companies issue forecasts or recommendations related to specific securities on media channels, they must clearly state the basis for analysis and sources of information.

Article 46.

TEMPORARY SUSPENSION OF OPERATIONS

1. The suspension of securities business operations at headquarters, branches, or trading offices of a securities company must be approved by the State Securities Commission. The suspension period shall not exceed ninety (90) days. Beyond this period, the State Securities Commission will revoke the establishment and operation license or relevant establishment decision.

2. The application for approval of temporary suspension consists of one (01) original copy submitted directly to the State Securities Commission or sent via postal service. The application for temporary suspension includes:

a) Application for Temporary Suspension (in accordance with the form prescribed in Appendix XIV attached to this Circular);

b) Decision of the Board of Directors, Board of Members, or Shareholder of the securities company regarding the temporary suspension;

c) Plan for handling contracts already signed with clients that remain valid.

3. Within fifteen (15) days from receiving the complete application as stipulated in Clause 2 of this Article, the State Securities Commission issues a decision approving the temporary suspension of operations for the headquarters, branches, or trading offices of the securities company. If the application is rejected, the State Securities Commission must provide a written response stating the reasons.

4. The securities company is responsible for reporting to the State Securities Commission within twenty-four (24) hours from the resumption of operations at the headquarters, branch, or trading office.

Section 2

SECURITIES BROKERAGE BUSINESS

Article 47.

RESPONSIBILITIES IN SECURITIES BROKERAGE

1. Securities companies must assign securities practitioners to work in the following positions:

a) Advising, explaining contracts, and performing procedures to open securities trading accounts for clients;

b) Advising clients on securities transactions;

c) Receiving and controlling client securities transaction orders;

d) Heads of departments related to securities brokerage business.

2. Securities companies must comply with regulations on anti-money laundering as prescribed by current laws.

3. Client securities brokerage account data opened at the securities company must be centrally managed and stored in a backup location.

4. Securities companies conducting securities brokerage business may not:

a) Provide opinions on increasing or decreasing the price of securities without factual basis to attract clients to participate in transactions;

b) Agree upon or offer specific interest rates or share profits or losses with clients to attract them to participate in transactions;

c) Directly or indirectly set up fixed locations outside those approved by the State Securities Commission to sign brokerage contracts with clients, receive orders, execute securities transactions, or settle transactions with clients;

d) Accept orders or settle transactions with individuals who are not named on the trading account without written authorization from the named account holder;

đ) Disclose the contents of client securities transaction orders or other confidential information obtained during transactions unless required for public disclosure or inspection as stipulated by law;

e) Use the name or account of clients to register or trade securities;

g) Violate the assets, rights, and other interests of clients.

Article 48.

OPENING TRADING ACCOUNTS

1. To carry out securities buying and selling transactions for customers, the securities company must process account opening procedures for each customer based on the Account Opening Request Form and the Securities Trading Account Opening Contract with the customer. The Account Opening Request Form must include the minimum contents as prescribed in Appendix XV attached hereto. The Account Opening Contract must include the minimum contents as prescribed in Appendix XVI attached hereto.

2. The securities company has the obligation to explain the contents of the Securities Trading Account Opening Contract and related procedures when conducting securities transactions for customers, understand the financial capacity, risk tolerance, and expected profit of the customer.

3. The Securities Trading Account Opening Contract prescribed in Clause 1 of this Article shall not contain the following agreements:

a) Agreements aimed at evading the legal obligations of the securities company without legitimate reasons;

b) Agreements limiting the scope of compensation of the securities company without legitimate reasons or transferring risks from the securities company to the customer;

c) Agreements compelling the customer to fulfill compensation obligations unfairly;

d) Agreements causing unfair disadvantage to the customer.

4. Investors opening accounts at securities companies must fill in all information on the Account Opening Contract.

Article 49.

Obligations towards Customers

1. When advising customers on securities trading, the securities company must collect full information about the customer, and shall not guarantee the value of the securities it recommends for investment.

2. The securities company has the obligation to update customer information when requested by the customer.

3. The securities company must directly sign the Securities Trading Account Opening Contract for the customer, directly execute securities trading for the customer, and bear legal responsibility for these activities.

4. The securities company must disclose the transaction fees for securities before the customer executes the transaction.

5. The securities company has the obligation to monitor the funds and securities of each customer in detail, provide information about balances, cash inflows (if any), and securities to the customer upon request.

6. The securities company must establish a dedicated department responsible for communication with customers and resolving their inquiries and complaints.

Article 50.

Management of Customer Funds

1. The securities company must manage separately the trading deposit funds of each customer, separating customer funds from those of the securities company.

2. The securities company shall not directly receive and pay cash for customer securities transactions but must conduct such transactions through commercial banks.

3. The securities company shall not abuse customer funds in any form. Transactions involving customer funds may only be conducted in accordance with the provisions of the law.

4. The securities company must establish a system for managing customer funds separately according to the method prescribed in point a of this clause. Additionally, the securities company may establish a supplementary system according to the method prescribed in point b of this clause for customers to choose:

a) Customers of the securities company open accounts directly at a commercial bank selected by the securities company to manage trading deposit funds. In this method, the customer, the securities company, and the commercial bank have an agreement regarding the confirmation, freezing of balances, and transfer of payment for customer securities transactions. After the customer's stock purchase order is matched, the securities company has the right to request the bank where the investor opened an account to transfer the corresponding amount of the matched order into the securities trading settlement account opened by the securities company at the commercial bank selected by the securities company. The securities company has the obligation to act on behalf of the customer to settle securities transactions with relevant parties;

b) The securities company opens a special account at a commercial bank to manage customer trading deposit funds. The special account must be opened separately and segregated from other accounts of the securities company.

This special account serves only for customer transactions, specifically:

-   Customers depositing and transferring money into the securities trading account;

-   Customers withdrawing and transferring money out of the securities trading account;

-   Customers settling securities transactions;

-   Customers margin trading, paying auction purchase prices for securities;

-   Customers settling the exercise of rights to buy securities;

-   Other payment cases of customers as required by the customer and in compliance with legal regulations.

The securities company has the responsibility to establish an accounting system to manage the deposits of each investor. The securities company has the obligation to clearly determine the balance (if any) of each customer at any time and provide detailed statements of the balance (if any) of each customer at any time upon request of the customer or competent state authorities.

The securities company has the responsibility to ensure the execution of all withdrawal and transfer requests of customers within the scope of the customer's balance when the customer no longer has any outstanding obligations to the securities company.

The securities company shall not accept authorization from customers to perform internal transfers between the accounts of different customers.

5. The securities company must publish on its electronic information website and at branches and trading offices of the securities company the list of commercial banks chosen for the two methods of managing customer trading deposit funds.

6. Within the latest three (03) working days from the date of signing the contract as prescribed in points a and b of Clause 4 of this Article, the securities company must report to the State Securities Commission along with a certified copy of the contract between the securities company and the commercial bank.

7. Before sixteen (16) o'clock on the second day of each week or the first working day of the week, the securities company with a dedicated account must report to the State Securities Commission the number of customers and the balance of customer funds in the dedicated account opened at a commercial bank according to the form prescribed in Appendix XVII issued together with this Circular. The figures reported above are settled at the end of the working day immediately preceding the reporting date.

Article 51.

Management of customer securities

1. For securities that have been registered for centralized custody:

a) The securities company must manage separately the securities owned by customers from those owned by the securities company;

b) The securities company must deposit customers' securities into the Vietnam Securities Depository within one (01) working day from the date of receiving valid securities deposit documents from customers;

c) The securities company has the responsibility to promptly and fully inform customers about any rights arising in connection with their securities;

d) The depositing, withdrawal, and transfer of securities shall be carried out according to the customer's instructions and in accordance with regulations on registration, custody, netting, and settlement of securities.

2. For securities that have not been registered for centralized custody, the securities company may register and custody customers' securities at the securities company pursuant to contracts signed with customers and in accordance with Articles 58 and 59 of this Circular.

Article 52.

Receiving and executing trading orders

1. The securities company receives trading orders from customers through the following methods:

a) Directly receiving order forms at the trading counter;

b) Receiving orders remotely via telephone, fax, internet, and other transmission means.

2. The securities company can receive online trading orders after registering with the State Securities Commission as prescribed.

3. In cases where orders are received online, via telephone, via fax, and other transmission means, the securities company must comply with:

a) The Law on Electronic Transactions and guiding documents;

b) Ensuring full recording of information at the time of receipt and retaining evidence proving the placement of orders by customers;

c) Ensuring the principle of confirmation with customers before entering orders into the trading system;

d) Having measures to ensure the security and safety of transmission channels and appropriate measures to address failures in entering customer orders into the trading system due to errors by the company.

4. The securities company may only execute customer orders when the trading order contains complete and accurate information about the customer, the trading date, the security code, the method, type of order, quantity, and transaction price. Customer trading orders must be recorded with an order number and time (date, hour, minute) of receipt at the time of receipt.

5. The securities company must execute customer trading orders quickly and accurately.

6. The securities company may only accept orders to buy or sell securities from customers when one hundred percent (100%) of the money or securities is available and must take necessary measures to ensure the customer's ability to pay when the trading order is executed.

7. The securities company must notify customers of the results of the execution of their trading orders immediately after the orders are matched according to the method agreed upon between the customer and the securities company in the contract.

8. In cases where customers open a custody account at a custodian member who is not a trading member, the trading member and the custodian member must sign an agreement to agree on the responsibility to ensure the principle that the trading member is responsible for executing trading orders, and the custodian member is responsible for checking the margin ratio of customers' cash and securities and ensuring payment to customers in accordance with the law.

Section 3

SECURITIES PROPRIETARY TRADING BUSINESS

Article 53.

Proprietary securities trading

1. The securities company must ensure sufficient funds and securities to settle its own trading orders.

2. The proprietary trading business of the securities company must be conducted under its own name, without using another person's name or conducting it under an individual's name or allowing others to use its proprietary trading account.

3. The following cases shall not be considered as proprietary securities trading:

a) Buying and selling securities to correct errors after transactions;

b) Buying and selling treasury shares.

4. The securities company must prioritize executing customer orders before executing its own orders.

5. The securities company must disclose to customers when it is a party in a negotiated transaction with them.

6. In cases where a customer's order to buy or sell securities could significantly impact the price of that type of security, the securities company may not purchase or sell the same type of security for itself or disclose such information to third parties buying or selling that security.

7. When a customer places a limit order, the securities company may not buy or sell the same type of security for itself at a price equal to or better than the customer's price before the customer's order is executed.

Section 4

SECURITIES UNDERWRITING BUSINESS

Article 54.

Conditions for Issuing Guarantee

A securities company shall be eligible to issue guarantees under the firm commitment method if it meets the following conditions:

1. It has been granted permission to conduct securities issuance guarantee business.

2. At the time of signing the securities issuance guarantee contract, the total value of all outstanding securities issuance guarantee contracts under the firm commitment method must meet the following conditions:

a) Not exceeding one hundred percent (100%) of its paid-in capital as shown in the most recent quarterly financial report;

b) Not exceeding fifteen (15) times the difference between short-term assets and short-term liabilities as shown in the most recent quarterly financial report.

3. It has not been placed under control or special control status for three (03) consecutive months immediately prior to the date of signing the securities issuance guarantee contract.

Article 55.

Limitations on Issuing Guarantees

1. A securities company shall not issue guarantees under the firm commitment method or act as the main guarantor in the following cases:

a) The securities company, alone or together with its subsidiary or associated party, holds ten percent (10%) or more of the charter capital of the issuing entity, or has the right to control the issuing entity, or has the right to appoint the Director (General Director) of the issuing entity;

b) At least thirty percent (30%) of the charter capital of the securities company and at least thirty percent (30%) of the charter capital of the issuing entity are held by the same individual or organization;

c) The issuing entity, alone or together with its subsidiaries or associated parties, holds twenty percent (20%) or more of the charter capital of the securities company, or has the right to control the securities company, or has the right to appoint the Director (General Director) of the securities company;

d) Members of the Board of Directors, the Director (General Director), and associated persons of the securities company simultaneously serve as members of the Board of Directors, the Director (General Director) of the issuing entity;

đ) Members of the Board of Directors, the Director (General Director), and associated persons of the issuing entity serve as members of the Board of Directors, the Director (General Director) of the securities company;

e) The securities company and the issuing entity have the same legal representative.

1. Securities companies receiving issuance guarantees must open a separate account at a commercial bank to receive investors' funds for purchasing securities.

Section 5

SECURITIES INVESTMENT ADVISORY SERVICES

Article 56.

Responsibilities of Securities Companies

1. To provide securities investment advisory services to customers, securities companies must enter into a contract with the customer containing the following minimum contents:

a) Rights, obligations, and responsibilities of the parties to the contract;

b) Scope of securities investment advisory services;

c) Method of service provision;

d) Service fees.

2. Securities companies must collect and manage information about customers, including:

a) Financial situation of the customer;

b) Customer's investment objectives;

c) Customer's risk tolerance;

d) Customer's investment experience and knowledge.

3. Contents of securities investment advice must be reasonable and appropriate based on reliable information, logical analysis. Investment recommendations must be relevant and consistent with the analysis of securities and the securities market. Securities analysis reports and market recommendations must clearly state the source of data and the name of the person responsible for the content of the report and investment recommendation.

4. Securities companies providing investment advisory services to customers must ensure that customers make investment decisions based on full information provided, including the content and risks of the products and services offered.

5. Securities companies must keep confidential the information received from service users during the provision of advisory services unless the customer agrees or otherwise provided by law.

6. Securities companies must provide investment advice suitable to the customer's investment objectives and financial situation and must be responsible for the accuracy and reliability of the information provided to the customer.

Article 57.

Prohibited Acts

Unless otherwise provided by law, securities companies providing investment advisory services may not directly or indirectly engage in the following acts:

1. Making investment decisions on behalf of the customer.

2. Agreeing with the customer to share profits or losses.

3. Advertising or declaring that the content, effectiveness, or methods of their securities analysis are higher than those of other securities companies.

4. Providing false information to entice or invite customers to buy or sell a particular type of security.

5. Providing misleading, fraudulent, or deceptive information to customers.

6. Other acts contrary to the provisions of the law.

Chapter 6

SECURITIES DEPOSITORY SERVICES

Article 58.

Scope of Securities Depository Services

Securities companies holding a Certificate of Securities Depository Business Operation are entitled to provide the following services:

1. Providing registration and depository services for securities for customers.

2. Executing securities transaction settlements on the Stock Exchange for customers.

3. Providing shareholder record management and transfer agency services upon request of non-publicly traded issuing entities.

Article 59.

Rights and Obligations of Securities Companies Engaged in Depository Services

1. Opening a depository account for customers at the securities company and managing the customer's depository securities account in accordance with the law. The customer's depository securities account must be separate from the securities company's own depository securities account.

2. Accurately recording and updating complete information about customers who have opened depository accounts and the securities they hold that have been deposited with the company.

3. Safeguarding, storing, collecting, and processing data related to depository and securities settlement activities for customers.

4. Establishing procedures for registration, depository, settlement, shareholder record management, transfer agency, and internal control processes to manage and protect the rights of customers or security holders.

5. Charging fees for securities registration, depository services, and other types of fees as prescribed by law.

Section 7

FINANCIAL ADVISORY ACTIVITIES

Article 60.

Provisions on financial advisory activities

1. Securities companies are permitted to provide financial advisory services, including:

a) Advisory on restructuring, mergers, consolidations, reorganizations, and acquisitions and sales of enterprises;

b) Advisory on corporate governance and business strategy;

c) Advisory on securities offerings and listings;

d) Advisory on shareholding reform and valuation of enterprises;

đ) Other financial advisory services in accordance with applicable laws.

2. Securities companies shall not provide services as specified in points c and d of Clause 1 of this Article for a company in which they hold ten percent (10%) or more of the charter capital.

3. Securities companies providing financial advisory services must comply with the Securities Law and other relevant laws.

Section 8

OTHER FINANCIAL SERVICES

Article 61.

Entrusted management of individual investor's securities trading accounts

1.  General principle:

a) A securities company licensed to simultaneously conduct brokerage and investment advisory services may accept entrustment to manage individual investors' securities trading accounts based on a securities trading account management entrustment contract signed with the client;

b) The securities company shall not be entrusted to make all transactions on the securities trading account on behalf of the individual investor. The customer must clearly specify the specific contents of the entrustment according to Clause 2 of this Article;

c) Securities that can be entrusted for purchase and sale include listed shares and fund certificates traded on the Stock Exchange, excluding securities registered for trading on the UpCom system of public companies that have not been listed;

d) The securities company shall designate a securities practitioner holding a financial analysis or fund management license to manage the entrusted trading account.

2. The scope of entrustment includes the following contents:

a) Types of securities traded;

b) Maximum volume that can be bought or sold for each type of security;

c) Maximum value for each transaction order;

d) Total maximum transaction value for one trading day;

đ) Trading methods and types of transaction orders.

3. The securities company is responsible for compiling information about the client's financial capacity, investment period, investment objectives, acceptable risk level, investment restrictions, investment securities portfolio (if any), and other requirements of the client before signing the contract. In case the client does not provide complete information or provides inaccurate information, the securities company has the right to refuse to sign the contract.

4. Entrustment Contract:

a) The term of the entrustment contract shall not exceed one (01) year from the date of signing the contract.

b) The entrustment contract must contain at least the following contents:

-   Information about the client;

-   Information about the securities practitioner assigned to manage the client's account (if any);

-   Contents of the entrustment;

-   Rights and obligations of the parties in the contract;

-   Management contract fees and bonuses (if any);

-   Payment method and contract termination;

-   Dispute resolution method.

5. If the securities company fails to act in accordance with the contract signed with the client, causing losses to the client, the securities company shall be liable to compensate the entrusting client according to the written agreement between both parties; in case profits arise, such profit belongs to the entrusting client.

6. Rights and obligations of the securities company accepting entrustment:

a) To act honestly and in the best interest of the client, not to use client information for personal gain and to cause harm to the client;

b) To request the client to provide all necessary information;

c) To execute purchases/sales of securities within the scope of entrustment;

d) To clearly explain and provide full information to the client about all possible risks arising from the entrustment management of the securities trading account;

đ) To provide the client with a monthly or ad hoc statement of transactions upon the client's request;

e) To notify the client within twenty-four (24) hours when the assets in the entrusted trading account fall below twenty-five percent (25%) of the total contract value;

g) To report monthly (according to the form at Appendix XXII issued together with this Circular) or report as requested by the State Securities Commission on the management of the entrusted trading account;

h) To provide a list of qualified securities practitioners for the client to choose to manage the entrusted account;

i) To establish an independent supervisory department to monitor the management and trading of securities on the entrusted trading account of the securities practitioner to ensure that the trading of this account is consistent with the agreements in the entrustment contract and the client's investment objectives;

k) All transaction orders under the entrustment contract must be accurately recorded with the time of execution;

l) The securities company must notify and obtain written consent from the client for investments in securities issued by the company during the period when the company is acting as guarantor.

Article 62.

Other Financial Services

1. Securities companies may only provide other financial services when there are regulations and guidelines issued by the Ministry of Finance.

2. The services mentioned in Clause 1 of this Article must be related and supportive of the licensed operations of the securities company and must ensure that they do not affect the interests of clients, the securities company itself, and the market.

Chapter VII

REORGANIZATION OF SECURITIES COMPANIES

Section 1

TRANSFORMATION OF SECURITIES COMPANIES

Article 63. Responsibilities of the Ministry of Science and Technology

Forms of transformation of securities companies

1. A securities company that is a limited liability company with one member may transform into a limited liability company with two or more members and vice versa.

2. A securities company that is a limited liability company may transform into a joint-stock company and vice versa.

Article 64.

Conditions for the Conversion of Securities Companies

1. The conversion of a company and the conversion plan must be approved by the Shareholders' Meeting, the Board of Members, or the Owner.

2. The securities company formed after the conversion must meet the conditions stipulated in Clauses 1, 2, 3, and 4 of Article 3 of this Circular.

3. In cases where the conversion is to become a single-member limited liability company, the securities company must comply with the provisions set forth in Point b of Clause 5 of Article 3 of this Circular.

4. The conversion of a company shall not affect the interests of customers (if any).

5. The conversion of a company must comply with other relevant laws.

Article 65.

Procedures for the Conversion of a Company

1. A securities company that carries out the conversion of a company must obtain approval from the State Securities Commission. The application for approval of the company conversion consists of one (01) original copy submitted directly to the State Securities Commission or sent via postal service, including:

a) Application for approval of the company conversion (as per Appendix XVIII issued together with this Circular);

b) Minutes of the meeting and decisions of the Shareholders' Meeting, the Board of Members, or the Owner regarding the company conversion;

c) The conversion plan that has been approved by the Shareholders' Meeting, the Board of Members, or the Owner of the Company;

d) The application for approval of the transfer of ten percent (10%) or more of the subscribed capital (if applicable) as stipulated in Clause 2 of Article 30 of this Circular;

đ) Documents proving compliance with the provisions set forth in Clause 3 of Article 64 of this Circular.

2Within thirty (30) days from the date of receipt of a complete and valid application as provided for in Clause 1 of this Article, the State Securities Commission shall issue a decision approving the conversion. If the application is rejected, the State Securities Commission shall respond in writing and specify the reasons.

3The securities company shall carry out the conversion in accordance with the Enterprise Law. In cases where the company conversion is combined with the issuance of shares to specific investors or to the public, the securities company must comply with the relevant regulations on issuance.

4After completing the conversion, the securities company must apply for the reissue of the License for Establishment and Operation. The application for reissuance of the License consists of one (01) original copy submitted directly to the State Securities Commission or sent via postal service, including:

a) An application form for issuing a license for establishment and operation (in accordance with the model prescribed in Appendix I attached hereto);

b) Report on the results of implementing the conversion plan, including the list of shareholders and capital contributors of the company after the conversion (in accordance with the form prescribed in Appendix V issued together with this Circular), the results of transferring ten percent (10%) or more of the subscribed capital (if applicable) (in accordance with the form prescribed in Appendix XIII issued together with this Circular), the results of issuing shares (if applicable);

c) Description of physical facilities ensuring the conduct of securities business at the main office (in accordance with the form prescribed in Appendix II issued together with this Circular);

d) List of proposed General Director (General Manager) and securities practitioners at the main office (in accordance with the form prescribed in Appendix III issued together with this Circular) accompanied by a certified copy of the securities practice certificate; Personal information of the General Director (General Manager) (in accordance with the form prescribed in Appendix IV issued together with this Circular);

đ) Confirmation of additional capital (if any) from the bank where the escrow account is opened or from the auditing organization approved by the State Securities Commission;

Average loan repayment period is 10 years;) Draft Articles of Association of the company after the conversion;

g) Original License for Establishment and Operation of the converted securities company.

5The State Securities Commission will inspect physical facilities if the location of the main office changes after the conversion or if clarification of the physical facilities of the company after the conversion is required.

Within thirty (30) days from the date of receipt of a complete and valid application as provided for in Clause 4 of this Article and the results of the inspection of physical facilities (if any), the State Securities Commission shall reissue the License for Establishment and Operation. If the application is rejected, the State Securities Commission must respond in writing and specify the reasons.

7. The securities company formed after the conversion shall inherit all rights and obligations of the converted securities company.

8. The converted securities company must disclose information in accordance with current laws.

9Branches and trading offices of the securities company after the conversion that continue operations must adjust the establishment approval decisions according to Articles 20 and 23 of this Circular. Branches and trading offices that cease operations must follow the procedures for closing branches and trading offices as stipulated in Articles 19 and 22 of this Circular.

Section 2

MERGER AND ACQUISITION OF SECURITIES COMPANIES

Article 66.

Conditions for consolidation and merger

1. The securities company formed after consolidation or merger must meet the conditions stipulated in Clauses 1, 2, 3, and 4 of Article 3 of this Circular.

2. The consolidation, merger, and consolidation or merger plans must be approved by the Shareholders' Meeting, Board of Directors, or Owner.

3. Consolidation or merger shall not affect the interests of customers (if any).

4. Securities companies involved in consolidation or merger must comply with competition laws and other relevant laws.

Article 67.

Procedures for consolidation and merger

1. Securities companies implementing consolidation or merger must obtain approval from the State Securities Commission. The application for approval of consolidation or merger shall be prepared in one (01) original copy to be submitted directly to the State Securities Commission or sent via postal service, including:

a) Application for approval of consolidation or merger (in accordance with Appendix XIX issued together with this Circular);

b) Minutes of meetings and Decisions of the Shareholders' Meeting, Board of Directors, or Owner regarding the consolidation or merger of participating companies;

c) Principle agreement on consolidation or merger (including minimum contents according to the model prescribed in Appendix XX issued together with this Circular);

d) Consolidation or merger plan already approved by the Shareholders' Meeting, Board of Directors, or Owner of participating companies, including the customer brokerage account handling plan (if any) (including minimum contents according to the model prescribed in Appendix XXI issued together with this Circular);

e) Documents for requesting approval to transfer more than ten percent (10%) of subscribed charter capital (if any) as stipulated in Clause 2 of Article 30 of this Circular.

2Within thirty (30) days from the date of receiving complete and valid documents as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a decision approving consolidation or merger. In case of refusal, the State Securities Commission shall respond in writing and specify the reasons.

3Securities companies implementing consolidation or merger shall comply with the provisions of the Enterprise Law.

4After completing consolidation or merger, the securities company must submit an application for reissuance of the Business Registration Certificate. The application for reissuance of the Business Registration Certificate shall be signed by the legal representative of the participating companies and prepared in one (01) original copy to be submitted directly to the State Securities Commission or sent via postal service, including:

a) Giấy đề nghị cấp Giấy phép thành lập và hoạt động (theo mẫu quy định tại Phụ lục I ban hành kèm theo Thông tư này);

b) Báo cáo kết quả thực hiện phương án hợp nhất, sáp nhập;

c) Danh sách cổ đông, thành viên góp vốn của công ty sau hợp nhất, sáp nhập; kết quả thực hiện chuyển nhượng từ mười phần trăm (10%) trở lên vốn điều lệ (nếu có);

d) Bản thuyết minh cơ sở vật chất đảm bảo thực hiện các nghiệp vụ kinh doanh chứng khoán tại trụ sở chính (theo mẫu quy định tại Phụ lục II ban hành kèm theo Thông tư này);

đ) Danh sách dự kiến Giám đốc (Tổng Giám đốc) và người hành nghề chứng khoán tại trụ sở chính (theo mẫu quy định tại Phụ lục III ban hành kèm theo Thông tư này) kèm theo bản sao hợp lệ chứng chỉ hành nghề chứng khoán; Bản thông tin cá nhân của Giám đốc (Tổng Giám đốc) (theo mẫu quy định tại Phụ lục IV ban hành kèm theo Thông tư này);

e) Dự thảo Điều lệ công ty sau hợp nhất, sáp nhập;

g) Bản gốc Giấy phép thành lập và hoạt động công ty chứng khoán tham gia hợp nhất, sáp nhập.

5. Ủy ban Chứng khoán Nhà nước kiểm tra cơ sở vật chất nếu công ty sau hợp nhất, sáp nhập có thay đổi địa điểm đặt trụ sở chính hoặc cần làm rõ vấn đề liên quan đến cơ sở vật chất của công ty sau chuyển đổi.

6. Trong thời hạn ba mươi (30) ngày, kể từ ngày nhận được hồ sơ đầy đủ, hợp lệ theo quy định tại khoản 4 Điều này và kết quả kiểm tra cơ sở vật chất (nếu có), Ủy ban Chứng khoán Nhà nước cấp lại Giấy phép thành lập và hoạt động. Trường hợp từ chối, Ủy ban Chứng khoán Nhà nước phải trả lời bằng văn bản và nêu rõ lý do.

7. Công ty chứng khoán hình thành sau hợp nhất, sáp nhập kế thừa toàn bộ các quyền và nghĩa vụ của công ty chứng khoán tham gia hợp nhất, sáp nhập.

8. Công ty chứng khoán sau hợp nhất, sáp nhập phải thực hiện công bố thông tin theo quy định pháp luật hiện hành.

9. Các chi nhánh, phòng giao dịch của công ty chứng khoán sau hợp nhất, sáp nhập tiếp tục hoạt động phải thực hiện đề nghị Ủy ban Chứng khoán Nhà nước chấp thuận thành lập chi nhánh, phòng giao dịch theo quy định tại Điều 18, 21 Thông tư này. Các chi nhánh, phòng giao dịch không tiếp tục hoạt động phải thực hiện các thủ tục đóng cửa chi nhánh, phòng giao dịch theo quy định tại Điều 19, 22 Thông tư này.

Chương VIII

CHẾ ĐỘ BÁO CÁO, LƯU TRỮ, CÔNG BỐ THÔNG TIN

Điều 68.

Chế độ báo cáo

Công ty chứng khoán phải gửi báo cáo bằng văn bản hoặc tệp dữ liệu điện tử cho Ủy ban Chứng khoán Nhà nước theo các thời hạn và quy định như sau:

1. Báo cáo định kỳ:

a) Trước ngày làm việc thứ năm (05) của tháng tiếp theo, công ty chứng khoán phải gửi Báo cáo tình hình hoạt động tháng (theo mẫu quy định tại Phụ lục XXII Thông tư này);

b) Trước ngày thứ hai mươi (20) của quý tiếp theo, công ty chứng khoán phải gửi Báo cáo tài chính quý;

c) Trong thời hạn bốn mươi lăm (45) ngày kể từ ngày kết thúc 6 tháng đầu năm tài chính, công ty chứng khoán phải gửi báo cáo tài chính bán niên và báo cáo tỷ lệ an toàn tài chính tại ngày 30 tháng 6 đã được soát xét bởi tổ chức kiểm toán được Ủy ban Chứng khoán Nhà nước chấp thuận;

d) Báo cáo năm:

-   Trước ngày 20 tháng 01 của năm tiếp theo, công ty chứng khoán phải gửi báo cáo tổng hợp tình hình hoạt động của công ty (theo mẫu quy định tại Phụ lục XXIII Thông tư này);

-   Trước ngày 31 tháng 3 của năm tiếp theo, công ty chứng khoán phải gửi Ủy ban Chứng khoán Nhà nước Báo cáo tài chính năm và Báo cáo tỷ lệ an toàn tài chính tại ngày 31 tháng 12 đã được kiểm toán bởi một công ty kiểm toán độc lập được Ủy ban Chứng khoán Nhà nước chấp thuận.

đ) Báo cáo tài chính của công ty chứng khoán gửi Ủy ban Chứng khoán Nhà nước quy định tại điểm b, c, d khoản này bao gồm: Bảng cân đối kế toán, Báo cáo kết quả hoạt động kinh doanh, Báo cáo lưu chuyển tiền tệ, Bản thuyết minh báo cáo tài chính theo quy định của pháp luật về kế toán. Thuyết minh báo cáo tài chính phải trình bày đầy đủ tất cả nội dung theo quy định của pháp luật và được lập theo quy định của chuẩn mực, chế độ kế toán hiện hành. Trường hợp trong thuyết minh báo cáo tài chính có chỉ dẫn đến phụ lục, phụ lục phải được công bố cùng thuyết minh báo cáo tài chính. Thuyết minh báo cáo tài chính phải trình bày cụ thể các nội dung về giao dịch với các bên liên quan theo quy định của Chuẩn mực kế toán Việt Nam. Thuyết minh báo cáo tài chính phải có báo cáo bộ phận theo quy định của Chuẩn mực kế toán Việt Nam. Trường hợp công ty chứng khoán là công ty mẹ của một tổ chức khác, Báo cáo tài chính năm bao gồm Báo cáo tài chính của công ty mẹ và Báo cáo tài chính hợp nhất theo quy định của pháp luật kế toán.

e) Trường hợp báo cáo tài chính có ý kiến kiểm toán ngoại trừ chưa nêu chi tiết khoản mục ngoại trừ và lý do ngoại trừ, công ty chứng khoán phải có văn bản giải trình và có xác nhận của kiểm toán gửi Ủy ban Chứng khoán Nhà nước chậm nhất ba mươi (30) ngày kể từ ngày gửi báo cáo theo quy định tại điểm c và d khoản này.

2. Báo cáo bất thường:

a) Trong thời hạn hai (02) ngày làm việc, kể từ khi công ty chứng khoán ký mới hoặc chấm dứt hợp động lao động với người hành nghề chứng khoán, công ty chứng khoán phải báo cáo Ủy ban Chứng khoán Nhà nước bằng văn bản;

b) Trong thời hạn ba (03) ngày làm việc, kể từ khi xảy ra các sự kiện dưới đây, công ty chứng khoán phải báo cáo Ủy ban Chứng khoán Nhà nước bằng văn bản:

-  Vay, đầu tư vượt quá hạn mức quy định tại Điều 42 và Điều 44 Thông tư này;

-  Ngày trụ sở chính công ty chứng khoán, chi nhánh, phòng giao dịch khai trương hoạt động.

3. Báo cáo theo yêu cầu:

Trường hợp cần thiết, Ủy ban Chứng khoán Nhà nước có quyền yêu cầu công ty chứng khoán báo cáo bằng văn bản, trong đó nêu rõ nội dung và thời hạn báo cáo.

Điều 69.

Chế độ lưu trữ hồ sơ, chứng từ

1. Công ty chứng khoán phải lưu trữ các hồ sơ, tài liệu theo quy định tại Điều 12 Luật Doanh nghiệp.

2. Công ty chứng khoán phải lưu trữ đầy đủ hồ sơ về khách hàng, chứng từ và tài liệu liên quan phản ánh chi tiết, chính xác các giao dịch của khách hàng và hoạt động nghiệp vụ của công ty.

3. Thời gian lưu giữ các tài liệu theo quy định của khoản 2 Điều này tối thiểu là mười (10) năm.

Điều 70.

Chế độ công bố thông tin

Công ty chứng khoán thực hiện chế độ công bố thông tin theo quy định của pháp luật về chứng khoán, thị trường chứng khoán và pháp luật khác có liên quan.

Chương IV

TỔ CHỨC THỰC HIỆN

Điều 71.

Tổ chức thực hiện

1. Thông tư này có hiệu lực kể từ ngày 15 tháng 01 năm 2013 và thay thế Quyết định số 27/2007/QĐ-BTC ngày 24 tháng 4 năm 2007 của Bộ trưởng Bộ Tài chính về việc ban hành Quy chế tổ chức và hoạt động công ty chứng khoán và Quyết định số 126/2008/QĐ-BTC ngày 26 tháng 12 năm 2008 của Bộ trưởng Bộ Tài chính về sửa đổi bổ sung một số điều của “Quy chế tổ chức và hoạt động công ty chứng khoán” ban hành kèm theo Quyết định số 27/2007/QĐ-BTC ngày 24 tháng 4 năm 2007 của Bộ trưởng Bộ Tài chính.

2. Trong vòng một (01) năm kể từ ngày Thông tư này có hiệu lực, công ty chứng khoán phải thực hiện sửa đổi Điều lệ theo Điều lệ mẫu quy định tại Phụ lục XI ban hành kèm theo Thông tư này; phải thiết lập và xây dựng hệ thống quản trị rủi ro, kiểm toán nội bộ, kiểm soát nội bộ theo quy định tại Điều 35, Điều 36, Điều 37 Thông tư này; phải thực hiện quản lý tiền của khách hàng theo quy định tại Điều 50 Thông tư này.

3. Kể từ ngày Thông tư này có hiệu lực, công ty chứng khoán có tỷ lệ vay nợ, tỷ lệ đầu tư vượt quá quy định tại khoản 1 Điều 42 và Điều 44 Thông tư này không được phát sinh mới hoặc gia hạn các khoản vay, các khoản nợ phải trả, không được tăng tỷ lệ đầu tư dưới mọi hình thức.

4. Công ty chứng khoán đại chúng, công ty chứng khoán niêm yết phải tuân thủ các quy định tại Thông tư này và các quy định pháp luật hiện hành áp dụng đối với công ty đại chúng, công ty niêm yết. Trường hợp có khác biệt giữa Thông tư này với các quy định áp dụng cho các công ty đại chúng, công ty niêm yết, công ty chứng khoán đại chúng, công ty chứng khoán niêm yết phải áp dụng các quy định tại Thông tư này.

5. Quá trình thực hiện, nếu có vướng mắc đề nghị các tổ chức, cá nhân có liên quan phản ánh về Bộ Tài chính để nghiên cứu, hướng dẫn, giải quyết./.