Decree No. 306/2025/NĐ-CP Amending and supplementing certain articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector (amended and supplemented by certain articles according to Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government) and Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and derivative securities market

DECREE

Amending and supplementing some articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations  in the securities and securities market sector (amended and supplemented by some articles according to Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government) and Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and derivative securities market

On the basis of 61/2014/QH13;

On the basis of Law on Administrative Violations No. 15/2012/QH13 amended and supplemented by Law No. 67/2020/QH14 and Law No. 88/2025/QH15;

On the basis of of the Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;

On the basis of Enterprise Law No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

On the basis of Law on Anti-Money Laundering No. 14/2022/QH15;

On the basis of Law on Counter-Terrorism No. 28/2013/QH13;

At the proposal of the Minister of Finance;

THE GOVERNMENT ISSUES THE DECREE AMENDING AND SUPPLEMENTING CERTAIN PROVISIONS OF DECREE NO. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector (amended and supplemented by some articles according to Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government) and Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and derivative securities market.

- Office of the President of the StateArticle 1. Amending and supplementing some articles of Decree No. 156/2020/NĐ-CP dated December 31, 2020 of the Government on administrative penalties for violations in the securities and securities market sector (amended and supplemented by some articles according to Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government)

1. Amending and supplementing Point h Clause 2 Article 2 as follows:

“h) The Vietnam Stock Exchange and its subsidiaries; the Vietnam Securities Depository and Central Securities Clearing Corporation and its subsidiaries;”.

2. Amending and supplementing some points and clauses of Article 4 as follows:

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

“c) Suspension of securities trading activities for a period of from one month to twenty-four months;”;

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

“a) Suspension of tender offer activities, securities business activities, securities service activities, underwriting issuance of securities activities, representative office activities, securities depositary activities, securities clearing and settlement activities, securities trading activities for a period of from one month to twenty-four months;”;

c) Amending and supplementing Points c, k, l, and o Clause 3 Article 4 as follows:

“c) Compelling provision of accurate information; compelling cancellation of information, correction of information; compelling explanation and provision of information and data related to auditing activities;

k) Compelling separate management of customer securities deposit accounts, margin accounts, and margin accounts for clearing and settlement, which are money and securities at the Vietnam Securities Depository and Central Securities Clearing Corporation and its subsidiaries, depositary members, and clearing members from the assets of the Vietnam Securities Depository and Central Securities Clearing Corporation and its subsidiaries, depositary members, and clearing members; compelling opening of detailed securities deposit accounts, margin accounts, and margin accounts for clearing and settlement for each customer; compelling separate management of each customer's assets and trading positions from those of clearing members; compelling establishment of a system for separate management of customer funds;

l) Compelling separate management of clearing member assets from the assets of the Vietnam Securities Depository and Central Securities Clearing Corporation and its subsidiaries; compelling separate management of each clearing member's account and assets; compelling separate management of each clearing member's margin accounts and those of their customers; compelling separation between margin deposits and payment deposits for derivative securities transactions and payment deposits for underlying securities transactions;

o) Compelling cessation of securities business operations or provision of securities services or other financial services; compelling cessation of public underwriting issuance activities; compelling reduction of public underwriting issuance value in accordance with regulations;”;

d) Supplementing Point s after Point r Clause 3 Article 4 as follows:

“s) Compelling reporting to the most recent General Shareholders' Meeting or Board of Directors or Board of Members or Chairman of the Company or Owner of the Company about early redemption of bonds, bond swaps.”.

3. Amending and supplementing Clause 2 of Article 5 as follows:

“2. Organizations and individuals who repeatedly violate administrative regulations stipulated in this Decree shall be subject to aggravating circumstances for repeated administrative violations, except for the violations stipulated in Clause 6 and Clause 7 Article 8; Clause 6 Article 8a; Clause 2 and Clause 3 Article 9; Clause 3 Article 11; Clause 3 and Clause 4 Article 12; Clause 8 Article 13; Clause 4 and Clause 5 Article 18; Clause 4 Article 19; Clause 1 Article 20; Point a Clause 5 and Clause 6 Article 24; Article 25; Clause 6 Article 26; Clause 3 Article 28; Clause 4 Article 31; Clause 4 Article 34; Clause 1 Article 35; Clause 1 Article 36; Clause 3 Article 38; Clause 7 Article 42 of this Decree then shall be punished for each violation separately.”

4. Amending and supplementing Clause 1 Article 7 as follows:

“1. During the process of examining and handling violations stipulated in Clause 6 and Clause 7 Article 8; Clause 6 Article 8a; Clause 2 and Clause 3 Article 9; Clause 3 Article 11; Clause 3 and Clause 4 Article 12; Clause 8 Article 13; Clause 4 and Clause 5 Article 18; Clause 4 Article 19; Clause 6 Article 24; Clause 3 Article 28; Clause 4 Article 31; Clause 4 Article 34; Clause 1 Article 35; Clause 1 Article 36; Clause 3 Article 38; Clause 7 Article 42; Point c Clause 7 Article 45 of this Decree, if it is found that the violation has criminal indications, the authority currently handling the case must transfer the relevant files to the competent authority for criminal proceedings according to Clauses 1, 2, and 4 Article 62 of the Law on Handling Administrative Violations. In cases where the violation has criminal indications but is not pursued for criminal responsibility, it will be punished for administrative violations according to this Decree.”

5. Amending and supplementing the title of Section 1 Chapter II as follows:

“Section 1

VIOLATIONS OF REGULATIONS ON PUBLIC OFFERINGS, ISSUANCE

OF PRIVATE EQUITY SHARES, PRIVATE BONDS, PRIVATE CONVERTIBLE BONDS,

 PRIVATE ACCOMPANYING WARRANTS; REGISTRATION OF PRIVATE BONDS,

REGISTRATION OF PRIVATE BOND TRADING; DISCLOSURE OF INFORMATION,

PROVISION OF SERVICES RELATED TO PRIVATE BOND PUBLIC OFFERINGS

BY PRIVATE ENTERPRISES”

"INDIVIDUAL BUSINESS"

6. Amending and supplementing Article 8 and adding Articles 8a, 8b, 8c after Article 8 as follows:

a) Amending and supplementing Article 8 as follows:

Article 8. Violations concerning the public offering, issuance of individual shares, convertible bonds, and warrants of listed companies, securities companies, and investment fund management companies

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of prematurely repurchasing bonds or exchanging bonds without approval or not in accordance with the approved plan.

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

a) Conducting a public offering or issuance of individual shares, convertible bonds, and warrants outside the prescribed time period;

b) Not publishing an audited report on the use of capital and funds raised from the offering or issuance at the annual general meeting of shareholders, board of directors, or company owner, or not detailing the use of capital and funds raised from the offering or issuance in the audited annual financial report, except for the public offering of individual convertible bonds and warrants;

c) Making statements or guarantees to investors about future share prices, convertible bond prices, warrant prices, income levels, profits from investments, or guaranteeing no losses.

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

a) Failing to amend or supplement the registration documents for the public offering or issuance of individual shares, convertible bonds, and warrants when inaccurate information is discovered or required content is omitted, or when new information related to submitted or presented documents arises;

b) Changing the capital usage plan or funds raised from the individual offering or issuance without approval from the general meeting of shareholders, board of directors, board of members, company chairman, or company owner; changing the capital usage plan or funds raised from the individual offering or issuance without authorization from the general meeting of shareholders; implementing changes to the capital usage plan or funds raised from the individual offering or issuance with a value change of 50% or more without authorization from the general meeting of shareholders; failing to report changes to the capital usage plan or funds raised from the individual offering or issuance at the most recent general meeting of shareholders;

c) Publishing information containing promotional content, inviting purchases of individual shares, convertible bonds, and warrants offered or issued; advertising the public offering or issuance of individual shares, convertible bonds, and warrants through mass media;

d) Violating regulations on determining the status of professional securities investors participating in the offering or issuance; failing to maintain documentation on the status of professional securities investors as required by law;

đ) Certifying the transfer of individual shares, convertible bonds, and warrants during restricted transfer periods or in cases prohibited by law; conducting transfers of individual shares, convertible bonds, and warrants in violation of Article 31 of the Securities Law and regulations on the public offering and trading of individual corporate bonds in the domestic market and the issuance of corporate bonds in the international market;

e) Failing to deposit the proceeds from the offering into a frozen account opened at a bank or foreign bank branch until the offering is completed and reporting to the State Securities Commission; using the proceeds from the offering before receiving a written confirmation from the State Securities Commission regarding the results of the offering;

g) Distributing individual shares, convertible bonds, and warrants in violation of legal regulations.

4. A fine of VND 150,000,000 to VND 300,000,000 shall be imposed for any of the following violations:

a) Conducting a public offering or issuance of individual shares, convertible bonds, and warrants not in accordance with the registered plan with the State Securities Commission or the approved plan in the offering or issuance documents;

b) Using the proceeds from the individual offering or issuance not in accordance with the plan approved by the general meeting of shareholders, board of directors, board of members, company chairman, or company owner, or the information disclosed to investors, or the content reported to competent state management agencies or approved by authorized authorities.

5. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following violations:

a) Conducting a public offering or issuance of individual shares, convertible bonds, and warrants without meeting the legal requirements; conducting a public offering or issuance of individual shares, convertible bonds, and warrants without registering with the State Securities Commission or without receiving a written notification from the State Securities Commission to the issuer and publication on the State Securities Commission's website confirming receipt of all individual offering or issuance registration documents;

b) Changing the terms and conditions of issued bonds in violation of legal regulations.

6. A fine of VND 500,000,000 to VND 600,000,000 shall be imposed for preparing or certifying registration documents for the public offering or issuance of individual shares, convertible bonds, and warrants containing false or misleading information or concealing facts.

7. A fine of VND 1,000,000,000 to VND 1,500,000,000 shall be imposed for the act of forging documents or certifying on forged documents that confirm compliance with the conditions for offering and issuing shares, convertible bonds, or individual detachable warrant bonds in the registration documents for such offerings and issuances.

8. Additional forms of punishment:

Seizure of the objects of administrative violations, means of transport used for administrative violations, which are forged documents, shall be carried out for the violation stipulated in Clause 7 of this Article.

9. Remedial measures:

a) Order the report to the most recent General Shareholders' Meeting or the Board of Directors or the Board of Members or the Chairman of the company or the Owner of the company regarding the early redemption of bonds or bond swaps for the violation stipulated in Clause 1 of this Article;

b) Order the recall of securities issued within the period exceeding the prescribed time limit; refund investors the purchase price of the securities or the deposit (if any), plus interest accrued from the purchase price or deposit within thirty days from the date the decision applying this measure becomes effective for the violation stipulated in point a of Clause 2 of this Article. Interest accruing from the purchase price of individual shares or deposits shall be calculated at the interest rate for demand deposits of the bank where the violator has opened an account to collect the purchase price of individual shares or deposits at the time the decision applying this measure becomes effective; in the case of offering and issuing convertible bonds or individual detachable warrant bonds, interest accruing from the purchase price of bonds or deposits shall be calculated according to the interest rate stated on the bonds.

c) Order the publication of a report on the use of capital and the amount of funds raised from the issuance, audited by an auditing organization approved at the most recent General Shareholders' Meeting, the Board of Members, or the Owner of the company, or detailed explanation of the use of capital and the amount of funds raised from the issuance in the annual financial report audited for the violation stipulated in point b of Clause 2 of this Article;

d) Order the cancellation of information for the violation stipulated in point c of Clause 3 of this Article;

đ) Order the approval through the most recent General Shareholders' Meeting or the Board of Directors or the Board of Members or the Chairman of the company or the Owner of the company regarding the change in the plan for using capital and the amount of funds raised from the issuance of shares, convertible bonds, or individual detachable warrant bonds for the violation stipulated in point b of Clause 3 of this Article;

e) Order the recall of securities issued; refund investors the purchase price of the securities or the deposit (if any), plus interest accrued from the purchase price or deposit within fifteen days from the date the investor's request is received for the violation stipulated in point a of Clause 3, points a and b of Clause 4, and point b of Clause 5 of this Article, in the event of securities issuance. The deadline for investors to submit requests is a maximum of sixty days from the date the decision applying this measure becomes effective. Interest accruing from the purchase price of individual shares or deposits shall be calculated at the interest rate for demand deposits of the bank where the violator has opened an account to collect the purchase price of individual shares or deposits at the time the decision applying this measure becomes effective; in the case of offering and issuing convertible bonds or individual detachable warrant bonds, interest accruing from the purchase price of bonds or deposits shall be calculated according to the interest rate stated on the bonds.

g) Order the recall of securities issued; refund investors the purchase price of the securities or the deposit (if any), plus interest accrued from the purchase price or deposit within sixty days from the date the decision applying this measure becomes effective for the violation stipulated in point a of Clause 5, Clause 6, and Clause 7 of this Article, in the event of securities issuance. Interest accruing from the purchase price of individual shares or deposits shall be calculated at the interest rate for demand deposits of the bank where the violator has opened an account to collect the purchase price of individual shares or deposits at the time the decision applying this measure becomes effective; in the case of offering and issuing convertible bonds or individual detachable warrant bonds, interest accruing from the purchase price of bonds or deposits shall be calculated according to the interest rate stated on the bonds.”

b) Supplement Articles 8a, 8b, and 8c after Article 8 as follows:

“Article 8a. Violation of regulations on the private placement of corporate bonds by non-public companies, private placements of non-convertible corporate bonds, or private placements of non-detachable warrant corporate bonds by public companies, securities companies, or investment fund management companies

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of prematurely redeeming bonds or swapping bonds without approval or conducting premature redemption or bond swaps not in accordance with the approved plan.

2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for the act of issuing bonds outside the prescribed time frame.

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

a) Committing the violation stipulated in point d of Clause 3 of Article 8 of this Decree;

b) Certifying the transfer of bonds in cases prohibited by law; conducting transfers of bonds in violation of laws on the private placement and trading of corporate bonds in domestic markets and the issuance of corporate bonds in international markets;

c) Distributing bonds in violation of legal provisions.

4. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed for the act of using the proceeds from the bond issuance round not in accordance with the plan approved by the General Meeting of Shareholders or the Board of Directors of the company or the Board of Members or the Chairman of the company or the Owner of the company, or the content disclosed to investors, or approved by the competent authority, or not in accordance with the provisions of the law.

5. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following violations:

a) Issuing bonds without meeting the conditions stipulated by law;

b) Violating the provisions set forth in point b, Clause 5, Article 8 of this Decree;

c) Preparing, certifying false information in the bond issuance application.

6. A fine of VND 1,000,000,000 to VND 1,500,000,000 shall be imposed for the act of forging documents, certifying on forged documents to prove compliance with the conditions for issuing bonds.

7. Additional forms of administrative sanction:

Seizure of the objects of administrative violation, means used to commit the administrative violation, which are forged documents, for violations under Clause 6 of this Article.

Article 8b. Violations of regulations on registering individual corporate bonds, registering transactions of individual corporate bonds, and disclosing information by organizations issuing individual corporate bonds

1. The act of violating the time limit for registering individual corporate bonds at the Vietnam Securities Depository and Central Counterparty Company shall be punished as follows:

a) A fine of VND 10,000,000 to VND 20,000,000 shall be imposed for the act of failing to register individual corporate bonds within less than three months from the deadline prescribed by law;

b) A fine of VND 20,000,000 to VND 30,000,000 shall be imposed for the act of failing to register individual corporate bonds from three months to less than twelve months from the deadline prescribed by law;

c) A fine of VND 30,000,000 to VND 50,000,000 shall be imposed for the act of failing to register individual corporate bonds for twelve months or more from the deadline prescribed by law.

2. The act of violating the time limit for registering transactions of individual corporate bonds at the Stock Exchange shall be punished as follows:

a) A fine of VND 10,000,000 to VND 30,000,000 shall be imposed for the act of failing to register transactions of individual corporate bonds within less than one month from the deadline prescribed by law;

b) A fine of VND 30,000,000 to VND 70,000,000 shall be imposed for the act of failing to register transactions of individual corporate bonds from one month to less than twelve months from the deadline prescribed by law;

c) A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for the act of failing to register transactions of individual corporate bonds for twelve months or more from the deadline prescribed by law.

3. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed for the act of disclosing incomplete information as required by law.

4. The act of violating the time limit for disclosing information shall be punished as follows:

a) A fine of VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failing to disclose information within less than ten working days from the deadline prescribed by law;

b) A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for the act of failing to disclose information for ten working days or more from the deadline prescribed by law.

5. A fine of VND 100,000,000 to VND 200,000,000 shall be imposed for the act of disclosing misleading information.

6. Measures to remedy consequences:

Correction of the information shall be ordered for violations under Clause 5 of this Article.

Article 8c. Violations concerning the provision of services related to the issuance of corporate bonds through private placement

1. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed for violations regarding the representation of bondholders in private placements of corporate bonds.

2. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed for violations concerning the provision of auction, guarantee, and agency issuance services for private placements of corporate bonds.

3. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on securities companies that commit violations as stipulated in point d, clause 3, Article 8 of this Decree.

4. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on securities companies that are trading members failing to ensure that investors purchasing corporate bonds through private placements are eligible according to the law before entering orders into the corporate bond private placement trading system; failing to ensure that they and their clients have sufficient funds and bonds prior to conducting transactions; and failing to verify the legality and validity of transaction orders according to the law.

5. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on organizations providing advisory services for bond offerings that commit any of the following violations:

a) Failing to review whether the conditions for issuing bonds or the offering documents comply with the laws governing the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds in the international market;

b) Advising or assisting issuers in providing false or misleading information about the bonds in the offering documents for private placements of corporate bonds.

6. Additional forms of punishment:

Suspension of the securities underwriting business activity of securities companies for a period of one to three months for violations concerning underwriting as stipulated in clause 2 of this Article.”

7. Amend and supplement some points and clauses of Article 15 as follows:

a) Amend and supplement point b, clause 1 of Article 15 as follows:

“b) Failing to appoint a person responsible for corporate governance or failing to ensure that the person responsible for corporate governance meets the requirements.”

b) Amend and supplement clause 2 of Article 15 as follows:

“2. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed on public companies that do not include the remuneration of each member of the Board of Directors, each member of the Supervisory Board, the salary of the General Manager (Director), and other managers as separate items in the annual financial report of the company or do not report to the Annual General Meeting of Shareholders.”

c) Amend and supplement point a and point b, clause 3 of Article 15 as follows:

“a) Independent directors of listed companies fail to prepare a report evaluating the activities of the Board of Directors; independent directors in the Audit Committee fail to report their activities at the Annual General Meeting of Shareholders or fail to provide complete content as required;

b) The Chairman of the Board of Directors, the Head of the Supervisory Board, and the Chairman of the Audit Committee fail to ensure the number of meetings of the Board of Directors, the Supervisory Board, and the Audit Committee annually as required; the Chairman of the Board of Directors and the Head of the Supervisory Board fail to report on the activities of the Board of Directors and the Supervisory Board at the Annual General Meeting of Shareholders or fail to provide complete content as required.”

d) Amend and supplement point a, clause 5 of Article 15 as follows:

“a) The Chairman of the Board of Directors concurrently holds the position of General Manager (Director) of another public company; a member of the Board of Directors of a public company simultaneously serves as a member of the Board of Directors or the Management Board of more than five other companies;”

đ) Amend and supplement point a, clause 6 of Article 15 as follows:

“a) Failing to ensure the number of members of the Board of Directors and the Supervisory Board; failing to ensure the number of non-executive directors; failing to ensure the structure and number of independent directors; failing to ensure that members of the Board of Directors, the Supervisory Board, the Audit Committee, the General Manager (Director) meet the standards and conditions as prescribed; failing to ensure the structure with an Audit Committee directly under the Board of Directors or failing to ensure the structure and number of members of the Audit Committee;”

e) Amend and supplement point b, clause 6 of Article 15 as follows:

“b) Failing to convene the Annual General Meeting of Shareholders as prescribed; failing to invite representatives of the auditing organization approved to audit the company's annual financial report to attend the Annual General Meeting of Shareholders when the audit report of the company's annual financial report contains significant exceptions, conflicting opinions, or rejections;”

g) Add point đ after point d, clause 6 of Article 15 as follows:

“đ) Failing to pay dividends to shareholders as prescribed after being approved by the Annual General Meeting of Shareholders.”

8. Amend and supplement some points and clauses of Article 24 as follows:

a) Amend and supplement point b, clause 5 of Article 24 as follows:

“b) Providing securities services that are inconsistent with the securities business operations permitted as prescribed in Article 86 of the Securities Law;”

b) Add point đ after point d, clause 5 of Article 24 as follows:

“đ) Engaging in securities business operations or providing securities services or other financial services that require reporting to the State Securities Commission before implementation but have not reported to the State Securities Commission or have not received written approval from the State Securities Commission or have not been guided by competent authorities;”

c) Add clause 5a after clause 5 of Article 24 as follows:

“5a. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed for repeated violations of the provisions stipulated in point đ, clause 5 of this Article.”

d) Amend and supplement clause 7 of Article 24 as follows:

“7. Additional penalties:

a) Suspension of business operations and securities services for a period of one to three months for violations as stipulated in clause 4, point b, clause 5, and clause 6 of this Article;

b) Suspension of brokerage business operations for a period of one to three months for violations as stipulated in clause 5a of this Article.”

đ) Add point d after point c, clause 8 of Article 24 as follows:

"d) Order to cease operations in securities trading or provision of securities services or other financial services for violations stipulated in point đ Clause 5 and Clause 5a of this Article."

9. Amend and supplement some Clauses of Article 25 as follows:

a) Amend and supplement Clause 3 of Article 25 as follows:

“3. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on a securities company or investment fund management company that carries out any of the following acts without the written approval of the State Securities Commission:

a) Providing the service prescribed in point b Clause 1 Article 86 of the Securities Law;

b) Ceasing to provide services, except in cases due to force majeure.”

b) Add Clause 3a after Clause 3 of Article 25 as follows:

“3a. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on the act of offering securities abroad by a securities company or investment fund management company without the written approval of the State Securities Commission.”

c) Add Clause 5 after Clause 4 of Article 25 as follows:

"5. Forms of supplementary penalties:

Suspend securities trading and service activities for a period of from one month to three months for violations stipulated in point a Clause 3 of this Article.”

10. Amend and supplement some Points and Clauses of Article 26 as follows:

a) Add Point g after Point e Clause 1 of Article 26 as follows:

“g) Failure to establish a dedicated department responsible for customer communication and resolution of customer inquiries and complaints.”

b) Amend and supplement Point g Clause 2 of Article 26 as follows:

“g) Failure to comply with regulations on safe investment ratios, sources of investment funds, and investment tools when conducting indirect investments abroad.”

c) Amend and supplement Point đ Clause 3 of Article 26 as follows:

“đ) Violation of regulations on proprietary securities business; violation of conditions and restrictions on underwriting securities issuance; violation of restrictions on securities companies' investments; violation of regulations on issuing and offering financial products; violation of regulations on providing advisory services, except for violations stipulated in Clause 5 Article 8c and Clause 5a of this Decree;”

d) Add Point k after Point i Clause 3 of Article 26 as follows:

“k) Committing acts in violation of the provisions set forth in point d Clause 3 Article 8 of this Decree.”

đ) Amend and supplement Clause 4 of Article 26 as follows:

“4. Acts violating margin trading regulations shall be penalized as follows:

a) A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on violations concerning the opening of margin trading accounts and the duration of margin loans;

b) A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on violations concerning margin loan limits and cessation of margin trading;

c) A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on violations concerning initial margin requirements, maintenance margin levels, and restrictions on margin trading; allowing customers to conduct margin trading and withdraw money exceeding their current buying power in their margin trading account; failure to implement separate management of margin trading accounts from regular trading accounts and accounts using bank loans, intraday trading accounts, and short selling accounts with collateral.”

e) Amend and supplement Point a Clause 5 of Article 26 as follows:

“a) Failure to establish a segregated customer asset management system where customers open accounts directly at commercial banks chosen by the securities company to manage securities trading funds; failure to separately manage assets of individual customers and segregate customer assets from the securities company's assets;”

g) Add Clause 5a and Clause 5b after Clause 5 of Article 26 as follows:

“5a. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on a securities company that violates regulations on responsibility for reviewing and checking information in securities issuance and offering documents, except for cases stipulated in Point a Clause 5 Article 8c of this Decree.

5b. A fine of VND 300,000,000 to VND 400,000,000 shall be imposed on a securities company that fails to monitor securities transactions according to regulations; fails to report when discovering securities transactions suspected of violating securities laws; fails to prepare and submit extraordinary reports and reports upon request of the State Securities Commission, Vietnam Stock Exchange, and related subsidiaries regarding securities transactions.”

h) Amend and supplement Clause 7 of Article 26 as follows:

“7. Additional penalties:

a) Suspend customer lending services for securities purchases for a period of from one month to three months for violations stipulated in Point c Clause 4 of this Article;

b) Suspend securities brokerage activities for a period of from one month to three months for violations stipulated in Clause 6 of this Article.”

i) Amend and supplement Clause 8 of Article 26 as follows:

"8. Measures to remedy consequences:

a) Order to return securities and money belonging to customers within a maximum period of 60 days from the date this measure becomes effective for violations stipulated in Clause 6 of this Article;

b) Order to establish a segregated customer asset management system within three months for violations stipulated in Point a Clause 5 of this Article.”

11. Amend and supplement Point b Clause 1 and add Clause 2a after Clause 2 of Article 28 as follows:

a) Amend and supplement Point b Clause 1 of Article 28 as follows:

“b) Failure to issue procedures for determining net asset value of a securities investment company.”

b) Add Clause 2a after Clause 2 of Article 28 as follows:

“2a. A fine of VND 100,000,000 to VND 150,000,000 shall be imposed on a single securities investment company that self-manages capital and fails to determine net asset value or incorrectly determines the net asset value of the securities investment company.”

12. Amend and supplement some Points and Clauses of Article 32 as follows:

a) Amend and supplement the title of Clause 1 of Article 32 as follows:

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

b) Amend and supplement the title of Clause 2 of Article 32 as follows:

"2. A fine of from VND 100,000,000 to VND 150,000,000 shall be imposed for any of the following violations:"

c) Supplement Point c following Point b Clause 2 Article 32 as follows:

"c) Failing to supervise securities practitioners to comply with the provisions of the Securities Law."

d) Amend and supplement the title of Clause 4 Article 32 as follows:

"4. A fine of from VND 200,000,000 to VND 300,000,000 shall be imposed for any of the following violations:"

đ) Amend and supplement the title of Clause 5 Article 32 as follows:

"5. A fine of from VND 300,000,000 to VND 400,000,000 shall be imposed for any of the following violations:"

e) Amend and supplement Point b Clause 7 Article 32 as follows:

"b) Suspension of the right to use a securities practice certificate for a period of from six months to twelve months for violations stipulated in Clause 5 and Point b Clause 6 of this Article."

13. Amend and supplement Article 33 as follows:

"Article 33. Violations of the provisions on trading by founding shareholders; major shareholders, groups of related persons holding five percent or more of the voting shares of a public company; investors, groups of related persons holding five percent or more of fund certificates of closed-end funds; foreign investor groups holding five percent or more of the voting shares of one issuer or five percent or more of fund certificates of closed-end funds; insiders of public companies, public securities investment companies, public funds, and related persons of insiders"

"1. The act of violating the reporting deadline when there is a change in the proportion of shares or fund certificates held through thresholds of one percent of the number of voting shares or fund certificates of closed-end funds shall be punished as follows:"

a) A fine of from VND 25,000,000 to VND 35,000,000 shall be imposed for the act of reporting out of time when there is a change in the proportion of shares or fund certificates held through thresholds of one percent of the number of voting shares or fund certificates of closed-end funds;

b) A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of failing to report when there is a change in the proportion of shares or fund certificates held through thresholds of one percent of the number of voting shares or fund certificates of closed-end funds.

"2. The act of violating the reporting deadline when holding five percent or more of the voting shares of a public company, a public securities investment company, or fund certificates of closed-end funds, when no longer being a major shareholder or investor holding five percent or more of fund certificates of closed-end funds shall be punished as follows:"

a) A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of reporting out of time when holding five percent or more of the voting shares of a public company, a public securities investment company, or fund certificates of closed-end funds, when no longer being a major shareholder or investor holding five percent or more of fund certificates of closed-end funds;

b) A fine of from VND 100,000,000 to VND 140,000,000 shall be imposed for the act of failing to report when holding five percent or more of the voting shares of a public company, a public securities investment company, or fund certificates of closed-end funds, when no longer being a major shareholder or investor holding five percent or more of fund certificates of closed-end funds.

"3. The act of violating the reporting deadline before implementing restricted share transactions by founding shareholders shall be punished as follows:"

a) A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed for the act of reporting out of time before implementing restricted share transactions;

b) A fine of from VND 100,000,000 to VND 140,000,000 shall be imposed for the act of failing to report before implementing restricted share transactions.

"4. The act of violating the reporting deadline regarding the results of transaction implementation shall be punished according to the value of the securities registered for trading based on par value (for shares, convertible bonds, fund certificates) or the most recent issue price (for warrant certificates with guarantees) or the transfer value (for rights to purchase shares, rights to purchase convertible bonds, rights to purchase fund certificates) as follows:"

a) A warning shall be issued for the act of reporting out of time regarding the results of transaction implementation if the registered transaction value is from VND 50,000,000 to less than VND 200,000,000 or failing to report regarding the results of transaction implementation if the registered transaction value is from VND 50,000,000 to less than VND 200,000,000;

b) A fine of from VND 2,500,000 to VND 5,000,000 shall be imposed for the act of reporting out of time regarding the results of transaction implementation if the registered transaction value is from VND 200,000,000 to less than VND 400,000,000 and a fine of from VND 5,000,000 to VND 10,000,000 shall be imposed for the act of failing to report regarding the results of transaction implementation if the registered transaction value is from VND 200,000,000 to less than VND 400,000,000;

c) A fine of from VND 5,000,000 to VND 10,000,000 shall be imposed for the act of reporting out of time regarding the results of transaction implementation if the registered transaction value is from VND 400,000,000 to less than VND 600,000,000 and a fine of from VND 10,000,000 to VND 20,000,000 shall be imposed for the act of failing to report regarding the results of transaction implementation if the registered transaction value is from VND 400,000,000 to less than VND 600,000,000;

d) A fine of from VND 10,000,000 to VND 15,000,000 shall be imposed for the act of reporting out of time regarding the results of transaction implementation if the registered transaction value is from VND 600,000,000 to less than VND 1,000,000,000 and a fine of from VND 10,000,000 to VND 30,000,000 shall be imposed for the act of failing to report regarding the results of transaction implementation if the registered transaction value is from VND 600,000,000 to less than VND 1,000,000,000;

đ) A fine of from VND 15,000,000 to VND 25,000,000 shall be imposed for the act of reporting out of time regarding the results of transaction implementation if the registered transaction value is from VND 1,000,000,000 to less than VND 3,000,000,000 and a fine of from VND 30,000,000 to VND 50,000,000 shall be imposed for the act of failing to report regarding the results of transaction implementation if the registered transaction value is from VND 1,000,000,000 to less than VND 3,000,000,000;

e) A fine of VND 25,000,000 to VND 35,000,000 for the act of reporting the results of transactions out of time if the transaction registration value is from VND 3,000,000,000 to less than VND 5,000,000,000, and a fine of VND 50,000,000 to VND 70,000,000 for the act of not reporting the results of transactions if the transaction registration value is from VND 3,000,000,000 to less than VND 5,000,000,000;

g) A fine of VND 35,000,000 to VND 50,000,000 for the act of reporting the results of transactions out of time if the transaction registration value is from VND 5,000,000,000 to less than VND 10,000,000,000, and a fine of VND 70,000,000 to VND 100,000,000 for the act of not reporting the results of transactions if the transaction registration value is from VND 5,000,000,000 to less than VND 10,000,000,000;

h) A fine of VND 50,000,000 to VND 75,000,000 for the act of reporting the results of transactions out of time if the transaction registration value is VND 10,000,000,000 or more, and a fine of VND 100,000,000 to VND 150,000,000 for the act of not reporting the results of transactions if the transaction registration value is VND 10,000,000,000 or more.

5. The act of conducting transactions outside the time period announced by the Vietnam Stock Exchange or subsidiary, or conducting transactions exceeding the volume or value announced by the Vietnam Stock Exchange or subsidiary, or conducting transactions without public information from the Vietnam Stock Exchange shall be penalized according to the actual value of securities traded at face value (for stocks, convertible bonds, fund certificates) or the most recent issue price (for warrant-backed warrants) or the transfer value (for stock purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

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

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

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

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

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

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

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

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

6. The act of not reporting the anticipated transaction shall be penalized according to the actual value of securities traded at face value (for stocks, convertible bonds, fund certificates) or the most recent issue price (for warrant-backed warrants) or the transfer value (for stock purchase rights, convertible bond purchase rights, fund certificate purchase rights) as follows:

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

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

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

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

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

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

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

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

7. Additional forms of administrative sanction:

a) Suspension of securities trading activities for a term of six months to twelve months for violations stipulated in point h, Clause 5 of this Article;

b) Suspension of securities trading activities for a term of eighteen months to twenty-four months for violations stipulated in point h, Clause 6 of this Article.”

14. Amend and supplement some points and clauses of Article 34 as follows:

a) Amend and supplement Clause 1 of Article 34 as follows:

“1. Suspension of securities trading activities for a term of eighteen months to twenty-four months for the act of lending accounts to others for securities trading or holding securities on behalf of others leading to market manipulation.”

b) Amend and supplement point b, Clause 2 of Article 34 as follows:

“b) Violating regulations on foreign investors' and foreign-invested economic organizations' securities investment and trading activities on the Vietnamese securities market;”

15. Amend and supplement some points and clauses of Article 39 as follows:

a) Amend and supplement point e, Clause 3 of Article 39 as follows:

"e) Failing to establish a system to ensure separate management of accounts and assets of the Vietnam Securities Depository and Central Counterparty Corporation from those of clearing members, or failing to establish and operate an account system to manage separately the assets and transactions of each investor and between investors and clearing members; failing to separate the accounts and assets of each clearing member or failing to separate the accounts and assets of clearing members and their clients, or failing to separate the margin accounts for clearing from the derivatives market, or failing to separate margin deposits and payment deposits for derivative securities transactions from those for underlying securities transactions;"

b) Amend and supplement points a and b of Clause 7 of Article 39 as follows:

"a) Compel the separate management of deposit accounts, margin accounts, and clearing margin accounts consisting of money and securities of customers at the Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries, depository members, and clearing members from the assets of the Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries, depository members, and clearing members; compel the opening of detailed deposit accounts, margin accounts, and clearing margin accounts for each customer; compel the separate management of the assets and trading positions of each customer and between customers and clearing members; compel the establishment of a system to manage separately client funds in response to violations stipulated in point d of Clause 3 of this Article within a maximum period of six months from the date on which this measure becomes effective;"

b) Compel the separate management of the assets of clearing members from the assets of the Vietnam Securities Depository and Central Counterparty Corporation and its subsidiaries; compel the separate management of the accounts and assets of each clearing member; compel the separate management of the margin accounts of each clearing member and their clients; compel the separation of margin deposits and payment deposits for derivative securities transactions from those for underlying securities transactions in response to violations stipulated in point e of Clause 3 of this Article within a maximum period of six months from the date on which this measure becomes effective."

16. Amend and supplement Article 42 as follows:

"Article 42. Violations concerning information disclosure

1. A warning shall be issued for one of the following violations:

a) Failing to register or re-register the information discloser or authorized representative, or failing to promulgate regulations on information disclosure;"

b) Failing to notify the State Securities Commission, the Vietnam Stock Exchange, and subsidiaries of the electronic address and any changes related thereto as prescribed by law.

2. Imposing a fine of VND 30,000,000 to VND 50,000,000 for one of the following violations:

a) Failing to comply fully with legal provisions regarding the means, form, or language of information disclosure;

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

3. Imposing a fine of VND 50,000,000 to VND 70,000,000 for one of the following violations:

a) Disclosing incomplete information as required by law or as requested by the State Securities Commission, the Vietnam Stock Exchange, and subsidiaries under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law;

b) Disclosing personal information without the consent of the subject as required by law.

4. The act of violating the time limit for disclosing information shall be punished as follows:

a) Imposing a fine of VND 50,000,000 to VND 70,000,000 for the act of disclosing information late by less than 15 days compared to the prescribed time or the request of the State Securities Commission, the Vietnam Stock Exchange, and subsidiaries under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law;

b) Imposing a fine of VND 70,000,000 to VND 100,000,000 for the act of disclosing information late by 15 days or more compared to the prescribed time or the request of the State Securities Commission, the Vietnam Stock Exchange, and subsidiaries under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law.

5. Imposing a fine of VND 70,000,000 to VND 100,000,000 for the act of failing to confirm or correct information or confirming or correcting information outside the prescribed time when such information affects the price of securities or upon receiving a request for confirmation or correction of information from the State Securities Commission, the Vietnam Stock Exchange, and subsidiaries under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law.

6. Imposing a fine of VND 100,000,000 to VND 200,000,000 for the act of disseminating false information.

7. Imposing a fine of VND 200,000,000 to VND 300,000,000 for the act of fabricating false information or concealing information in securities activities as stipulated in Clause 1 of Article 12 of the Securities Law.

8. Additional forms of punishment:

Temporarily suspending business operations, securities services, representative office activities, depositary activities, clearing and settlement of securities, and securities trading for a period of one to three months for violations stipulated in Clause 7 of this Article.

9. Remedial measures:

Compelling corrections to information for violations stipulated in Clauses 6 and 7 of this Article.

17. Amend and supplement Article 43 as follows:

"Article 43. Violations concerning reporting

1. Imposing a fine of VND 30,000,000 to VND 50,000,000 for failing to retain reported information as required by law.

2. Imposing a fine of VND 50,000,000 to VND 70,000,000 for failing to report complete information as required by law or as requested by the State Securities Commission under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law.

3. Violations concerning the deadline for reporting shall be penalized as follows:

a) Imposing a fine of VND 50,000,000 to VND 70,000,000 for the act of reporting late by less than 15 days compared to the prescribed time or the request of the State Securities Commission under Clause 3 of Article 120, Clause 4 of Article 123, and Clause 3 of Article 124 of the Securities Law;

b) A fine of from seventy million dong to one hundred million dong shall be imposed for the act of delaying the report by fifteen days or more compared to the provisions or the requirements of the State Securities Commission as stipulated in Clause 3, Article 120, Clause 4, Article 123, and Clause 3, Article 124 of the Securities Law.

4. A fine of from one hundred million dong to two hundred million dong shall be imposed for the act of submitting a report containing inaccurate or false information.

5. Measures to remedy consequences:

Order to correct the information for the violation prescribed in Clause 4 of this Article.”

18. Amend and supplement the title of Section 14 of Chapter II and Article 45 as follows:

“Section 14

VIOLATIONS OF PROVISIONS ON PREVENTING AND COMBATING MONEY LAUNDERING;

PREVENTING AND COMBATING TERRORIST FINANCING; PREVENTING AND COMBATING THE FINANCING OF THE SPREAD OF WEAPONS OF MASS DESTRUCTION

 DISSEMINATE WEAPONS OF MASS DESTRUCTION

Article 45. Violations of provisions on preventing and combating money laundering; preventing and combating terrorist financing; preventing and combating the financing of the spread of weapons of mass destruction

1. Securities companies and investment fund management companies that violate the provisions on customer due diligence, customer classification based on risk levels, risk assessment provisions, and provisions related to politically exposed foreign individuals shall be punished as follows:

a) A fine of from one hundred million dong to one hundred and fifty million dong shall be imposed for the act of not conducting customer due diligence, not updating customer due diligence information, not verifying customer due diligence information, or conducting customer due diligence, updating customer due diligence information, and verifying customer due diligence information not in accordance with the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction;

b) A fine of from one hundred million dong to one hundred and fifty million dong shall be imposed for the act of not performing risk assessments, not updating results of money laundering, terrorist financing, and weapons of mass destruction financing risk assessments as required by law; not reporting risk assessment results, not updating risks, or not disseminating risk assessment results and updates on money laundering, terrorist financing, and weapons of mass destruction financing as required by law;

c) A fine of from one hundred and fifty million dong to two hundred million dong shall be imposed for the act of not establishing risk management procedures, not classifying customers according to risk levels, or establishing risk management procedures and classifying customers according to risk levels not in accordance with the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction; not implementing provisions related to politically exposed foreign individuals as required by the Anti-Money Laundering Law.

2. Securities companies and investment fund management companies that violate the provisions on reporting large transactions, suspicious transactions, and reports on suspected activities related to terrorist financing and the financing of the spread of weapons of mass destruction shall be punished as follows:

a) A fine of from eighty million dong to one hundred and twenty million dong shall be imposed for the act of violating the provisions on deadlines or completeness and accuracy of information in reports on large transactions three times or more within a fiscal year as required by the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction; submitting incomplete information reports on suspicious transactions related to money laundering, terrorist financing, and the financing of the spread of weapons of mass destruction as required by law;

b) A fine of from one hundred and fifty million dong to two hundred and fifty million dong shall be imposed for the act of not reporting large transactions that must be reported as required by law; not reporting suspicious transactions related to money laundering, terrorist financing, and the financing of the spread of weapons of mass destruction as required by law; not reporting when there is suspicion that a client or client transaction is related to terrorist financing, the financing of the spread of weapons of mass destruction, or a client listed on blacklists or designated lists under the laws on preventing and combating terrorism and the financing of the spread of weapons of mass destruction as required by law.

3. Securities companies and investment fund management companies that violate internal regulations on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction shall be punished as follows:

a) A fine of from one hundred million dong to two hundred million dong shall be imposed for the act of not applying or incorrectly applying internal regulations in the implementation of internal control and audit, or not submitting internal audit reports as required by the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction; not applying internal regulations on job assignments or not registering job assignments for staff or departments responsible for preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction as required by the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction; not applying or incorrectly applying internal regulations on training, development, and recruitment as required by the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction;

b) A fine of from two hundred million dong to three hundred million dong shall be imposed for the act of not promulgating internal regulations or promulgating internal regulations not in accordance with the laws on preventing and combating money laundering, preventing and combating terrorist financing, and preventing and combating the financing of the spread of weapons of mass destruction.

4. Securities companies and investment fund management companies that violate the provisions on new products and services, existing products and services using innovative technology, and special transaction monitoring shall be punished as follows:

a) A fine of from one hundred and fifty million dong to two hundred million dong shall be imposed for the act of not implementing or not fully implementing relevant provisions concerning the responsibilities of reporting entities when providing new products and services, existing products and services using innovative technology as stipulated in the Anti-Money Laundering Law;

b) A fine of VND 200,000,000 to VND 300,000,000 for the act of not monitoring special transactions as prescribed by the Law on Anti-Money Laundering.

5. Securities companies and investment fund management companies that violate the provisions on delaying transactions, freezing accounts; sealing or temporarily holding assets shall be punished as follows:

a) A fine of VND 150,000,000 to VND 250,000,000 for the act of not reporting delayed transactions as prescribed by the laws on anti-money laundering and counter-terrorism financing; not immediately reporting when implementing the temporary suspension of circulation, freezing money and assets related to terrorism financing and weapons of mass destruction proliferation as prescribed by the laws;

b) A fine of VND 250,000,000 to VND 350,000,000 for the act of not applying transaction delay measures as prescribed by the laws on anti-money laundering and counter-terrorism financing; not freezing accounts, not applying sealing, freezing, or temporarily holding assets when there is a decision from competent state agencies as prescribed by the Law on Anti-Money Laundering; not implementing the temporary suspension of circulation, freezing money and assets related to terrorism, terrorism financing, and weapons of mass destruction proliferation as prescribed by the laws.

6. A fine of VND 150,000,000 to VND 250,000,000 for securities companies and investment fund management companies that commit any of the violations regarding storing, providing, and ensuring the confidentiality of information, files, documents, and reports as follows:

a) Not providing timely information, files, documents, and reports as prescribed by the laws on anti-money laundering and counter-terrorism financing, counter-proliferation of weapons of mass destruction without reaching the level of criminal prosecution;

b) Not storing or storing insufficiently information, files, documents, and reports; storing information, files, and documents beyond the prescribed period under the laws on anti-money laundering and counter-terrorism financing, counter-proliferation of weapons of mass destruction;

c) Not complying with the regulations on customer identification information confidentiality for information, files, documents, and reports related to transactions that must be reported as prescribed by the laws on anti-money laundering and counter-terrorism financing, counter-proliferation of weapons of mass destruction.

7. Securities companies and investment fund management companies that commit prohibited acts in anti-money laundering and counter-terrorism financing shall be punished as follows:

a) A fine of VND 150,000,000 to VND 250,000,000 for the act of obstructing the provision of information for anti-money laundering and counter-terrorism financing work;

b) A fine of VND 300,000,000 to VND 400,000,000 for the act of establishing or maintaining anonymous accounts or accounts using false names;

c) A fine of VND 400,000,000 to VND 500,000,000 for the act of organizing, participating, or facilitating the implementation of money laundering activities without reaching the level of criminal prosecution; establishing or maintaining business relationships with shell banks; not reporting terrorist financing activities without reaching the level of criminal prosecution; exploiting the temporary suspension of circulation, freezing, sealing, temporary holding, and processing of money and assets related to terrorist financing to infringe upon the interests of the State, rights, and legitimate interests of organizations, institutions, and individuals; directly or indirectly providing money, assets, financial resources, economic resources, financial services, or other services to organizations or individuals related to terrorism and terrorist financing.

8. Additional forms of punishment:

Suspension of securities business and service operations for a period of one to three months for violations of the provisions at point c, Clause 7 of this Article.”

19. Amend and supplement Clause 1 of Article 47 and add Clause 1a and Clause 1b after Clause 1 of Article 47 as follows:

a) Amend and supplement Clause 1 of Article 47 as follows:

“1. The Director of the Department of Finance, the Inspector General of the State Securities Commission, and the Head of the inspection team established by the Chairman of the State Securities Commission have the right:

a) Warning;

b) To impose a maximum fine of VND 2,400,000,000 on organizations and a maximum fine of VND 1,200,000,000 on individuals;

c) To suspend securities trading activities for a period; revoke the registration certificate for representative offices and securities professional certificates for a period;

d) To apply supplementary penalties and remedial measures as prescribed in Clause 2 and Clause 3 of Article 4 of this Decree.”;

b) Add Clause 1a after Clause 1 of Article 47 as follows:

“1a. The Head of the Inspection Team of the State Securities Commission has the right:

a) Warning;

b) To impose a maximum fine of VND 1,500,000,000 on organizations and a maximum fine of VND 750,000,000 on individuals;

c) To confiscate administrative violation objects and means used for administrative violations in the securities sector;

d) To apply remedial measures as prescribed in Clause 3 of Article 4 of this Decree.”.

20. Amend and supplement Clause 1 and Clause 4 of Article 49 as follows:

a) Amend and supplement Clause 1 of Article 49 as follows:

“1. When imposing a supplementary penalty of suspending securities business and service operations as prescribed in point a, Clause 2 of Article 20, point a, Clause 7 of Article 24, Clause 5 of Article 25, point b, Clause 6 of Article 27, point a, Clause 2 of Article 35, point a, Clause 2 of Article 36, Clause 8 of Article 42, Clause 8 of Article 45, and point a, Clause 3 of Article 46 of this Decree, the authorized person prescribed in Clauses 1, 2, and 3 of Article 47 of this Decree has the right to issue a decision to suspend one, several, or all business and service operations of the violating organization for a period.”;

b) Amend and supplement Clause 4 of Article 49 as follows:

“4. Within three working days from the date of issuing the penalty decision with the application of the suspension of securities business and service operations, the authority issuing the penalty decision must send the penalty decision to the penalized organization, the Vietnam Stock Exchange, subsidiaries of the Vietnam Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation for enforcement.”.

21. Amend and supplement Clause 1 and Clause 3 of Article 50 as follows:

"1. When applying the penalty form of suspending securities custody activities, securities settlement and clearing activities as prescribed in Clause 4 Article 38, Point a Clause 6 Article 39, Clause 5 Article 40, Clause 8 Article 42 of this Decree, the authorized person prescribed in Clauses 1, 2 and 3 Article 47 of this Decree has the right to issue a decision to suspend for a limited period of time one, some or all of the securities custody activities, securities settlement and clearing activities of the violating organization."

"3. Within three working days from the date of issuing the penalty decision with the application of the suspension of securities custody activities, securities settlement and clearing activities, the authorized person who issued the penalty decision must send the penalty decision to the penalized organization, Vietnam Securities Depository and Clearing Corporation for enforcement."

"22. Amend and supplement Clause 2 Article 50a as follows:"

"2. Within three working days from the date of issuing the penalty decision with the application of the revocation of the securities practice certificate, the authorized person who issued the penalty decision must send the penalty decision to the penalized securities practitioner, the securities company where the securities practitioner works for enforcement."

"23. Amend and supplement some Points and Clauses of Article 51 as follows:"

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

"3. The deadline for implementing the measures to remedy consequences prescribed in Clause 3 Article 4 of this Decree is a maximum of thirty days, starting from the date the decision on applying remedial measures becomes effective, except for the cases prescribed in Points c, e and g Clause 9 Article 8; Points a and đ Clause 9 Article 8 in case of being compelled to report or notify the most recent shareholders' meeting; Points a and b Clause 5 Article 9, Points a, b and c Clause 8 Article 10, Points b and c Clause 6 Article 12, Clause 3 Article 15a, Point d Clause 6 Article 17, Point a Clause 7 Article 18, Clause 8 Article 26, Clause 7 Article 27, Point c Clause 8 Article 32, Point b Clause 6 Article 34, Clause 7 Article 39, Point a Clause 6 Article 40, Clause 4 Article 44, Clauses 1 and 2 Article 51 of this Decree. The violator must report to the authorized person who issued the penalty decision about the results of implementing the remedial measures prescribed in this clause within a maximum of three working days from the end of the compliance period for remedial measures."

"b) Amend and supplement the title of Clause 4 Article 51 as follows:"

"4. The recovery of securities that have been offered for sale or issuance; refunding investors the money paid for purchasing securities or the deposit (if any) and interest arising from the purchase price or deposit prescribed in Points b, e, g Clause 9 Article 8, Points a, b Clause 5 Article 9, Point a Clause 8 Article 10, Points b, c Clause 6 Article 12 of this Decree shall be applied in cases where the securities have not yet been listed or registered for trading and shall be carried out as follows:"

"c) Amend and supplement Point a and Point b Clause 5 Article 51 as follows:"

"a) In cases where the measure of compelling the return of customer-owned funds prescribed in Point a Clause 8 Article 26, Point c Clause 8 Article 32 of this Decree is applied, the violating organization or individual must return to the customer the entire amount of funds in the customer's account that was misused, embezzled, temporarily held, lent, or used contrary to the law, plus interest calculated at the non-fixed term deposit rate of the commercial bank where the customer's account is opened at the time the decision on applying the measure becomes effective. The interest amount that the violating organization or individual must pay to the customer is calculated from the day the funds in the customer's account were misused, embezzled, temporarily held, lent, or used contrary to the law until the day the violating organization or individual returns the funds to the customer;"

"b) In cases where the measure of compelling the return of customer-owned securities prescribed in Point a Clause 8 Article 26, Point c Clause 8 Article 32 of this Decree is applied, the violating organization or individual must return to the customer the number of securities that were misused, embezzled, temporarily held, lent, or used contrary to the law, plus the number of securities and the amount of money arising from the misuse, embezzlement, temporary holding, lending, or illegal use during the period of misuse, embezzlement, temporary holding, lending, or illegal use;"

"24. Amend and supplement Clause 2 Article 51a as follows:"

"2. Within three working days from the date of issuing the penalty decision with the application of the suspension of securities trading activities, the authorized person who issued the penalty decision must send the penalty decision to the penalized organization or individual, Vietnam Stock Exchange, subsidiaries of Vietnam Stock Exchange, Vietnam Securities Depository and Clearing Corporation, and securities companies for enforcement."

"25. Replace phrases and abolish some Clauses of Decree No. 156/2020/ND-CP dated December 31, 2020 of the Government on administrative penalties in the field of securities and the securities market (amended and supplemented some articles according to Decree No. 128/2021/ND-CP dated December 30, 2021 of the Government) as follows:"

"a) Replace the phrase “Vietnam Securities Depository and Clearing Corporation” with the phrase “Vietnam Securities Depository and Clearing Corporation and its subsidiaries” in Clauses 2, 4 and 5 Article 39;"

"b) Abolish Clauses 1, 3, 4 and 5 Article 19, Clause 3 Article 32, Clause 2 Article 3, Clause 3 Article 48."

Article 2. Amend and supplement some articles of Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and the derivative securities market and the Appendix promulgated together with this Decree.

1. Amend and supplement Point c Clause 3 Article 4 as follows:

“c) Comply with the provisions at Point e, g Clause 2 of this Article.”

2. Amend and supplement Point c Clause 1 Article 5 as follows:

“c) Financial statements of the two most recent fiscal years that have been audited and the most recent semi-annual financial statement that has been reviewed (in case of application for a Certificate of Eligibility to Trade Derivative Securities after June 30).”

3. Amend and supplement Point d Clause 1 Article 5 as follows:

“d) A list of Directors (General Directors), Deputy Directors (Deputy General Directors) responsible for business operations and staff for each derivative securities trading activity according to Model No. 02 of the Appendix promulgated together with this Decree, accompanied by personal information files of the aforementioned individuals. The minimum personal file includes: identity card or citizen identity card or passport, employment contract;”

4. Amend and supplement Clause 2 Article 5 as follows:

“2. Documents constituting the file under the provisions of Clause 1 of this Article shall be exempted in cases where such documents have been submitted to the State Securities Commission in accordance with regulations on reporting and disclosing information. In cases where individuals listed in Point d Clause 1 of this Article use electronic identification accounts to handle administrative procedures under this Decree, information about electronic identities, integrated information on electronic identity cards, electronic identification accounts shall be equivalent to providing information or using, presenting documents containing such information in handling administrative procedures; in cases where employment contracts have not been integrated, individuals must submit employment contracts.”

5. Amend and supplement Point a Clause 1 Article 6 as follows:

“a) A securities company does not meet one or more provisions at Point b, d Clause 2 Article 4 of this Decree for six consecutive months; a fund management company does not meet one or more provisions at Point a, b Clause 3 Article 4 of this Decree for six consecutive months;”

6. Amend and supplement Point d Clause 2 Article 9 as follows:

“d) The available capital ratio reaches a minimum of 260% continuously in the last twelve months;”

7. Amend and supplement Point d Clause 3 Article 9 as follows:

“d) Comply with the provisions at Point a Clause 2 of this Article.”

8. Amend and supplement Point c Clause 1 Article 10 as follows:

“c) Financial statements of the two most recent fiscal years that have been audited and the most recent semi-annual financial statement that has been reviewed (in case of application for a Certificate of Eligibility to Provide Settlement Services for Derivative Securities Transactions after June 30); Financial safety ratio report in the last twelve months (for securities companies);”

9. Amend and supplement Point a Clause 1 Article 11 as follows:

“a) A securities company does not meet the provisions at Point c, d Clause 2 Article 9 of this Decree for six consecutive months; a commercial bank, foreign bank branch does not meet the provisions at Point b Clause 3 Article 9 of this Decree for six consecutive months;”

10. Repeal Point c, đ, h Clause 2 Article 4; Point đ Clause 1 Article 5; Point g, h Clause 2, Point c Clause 3 Article 9; Point d Clause 1 Article 10 of Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and the derivative securities market.

11. Amend and supplement Model No. 02 in the Appendix promulgated together with Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on derivative securities and the derivative securities market according to Model No. 02 in the Appendix promulgated together with this Decree.

Article 3. Implementation Provisions

1. This Decree takes effect from January 9, 2026.

2. Transitional provisions:

For administrative violations related to securities and the securities market that have been decided to impose administrative penalties or have been fully executed before the effective date of this Decree, if individuals or organizations still appeal or initiate litigation, they shall be resolved in accordance with the law on administrative penalties for violations related to securities and the securities market and relevant laws in force at the time of the violation.

3. Responsibility for implementation:

Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of provincial People's Committees directly under the central government, and related organizations and individuals are responsible for implementing this Decree.