Decision No. 37/2020/QD-TTg Establishing, Organizing, and Operating the Vietnam Stock Exchange

 

Pursuant to …;

ESTABLISHMENT, ORGANIZATION AND OPERATIONS OF THE VIETNAM SECURITIES EXCHANGE

On the basis of Law on Government Organization dated June 19, 2015;  November 22, 2019; November 22, 2019;

On the basis of Securities Law November 26, 2019;

On the basis of Enterprise Law June 17, 2020;

On the basis of Law on Management and Use of State Capital for Production and Business Investment at Enterprises November 26, 2014;

At the proposal of the Minister of Finance;

The Prime Minister issues this Decision on the establishment, organization and operations of the Vietnam Securities Exchange

Article 1. Establish the Vietnam Securities Exchange based on the restructuring of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange into a holding company - subsidiary model

1. The Vietnam Securities Exchange is a holding company organized under the form of a limited liability company with one member wholly owned by the State, having legal personality, its own seal; it may open accounts in Vietnamese dong and foreign currencies at the State Treasury and domestic commercial banks; it operates independently, implements financial systems, statistical reporting, accounting, auditing, and financial obligations as prescribed by law.

a) International trading name: Vietnam Exchange.

b) Abbreviation: VNX.

c) Head office: Hanoi.

2. At the time of establishment, the subsidiaries wholly owned by the Vietnam Securities Exchange include:

a) The Hanoi Stock Exchange.

b) The Ho Chi Minh City Stock Exchange.

3. The Vietnam Securities Exchange and its subsidiaries shall register their businesses in accordance with the Law on Enterprises.

Article 2. Functions and tasks

1. The Vietnam Securities Exchange and its subsidiaries have the function of organizing the securities trading market in accordance with securities laws; other functions as prescribed by law and the Charter on the organization and operation of the Vietnam Securities Exchange.

2. The main tasks of the Vietnam Securities Exchange are as follows:

a) To develop investment and development strategies, five-year business plans, and annual business plans for submission to competent authorities for approval in accordance with regulations;

b) To establish and promulgate rules on securities listing, securities trading, information disclosure, members of the Vietnam Securities Exchange, and other operational rules related to the organization and operation of the securities trading market; to issue trading surveillance criteria; to issue trading surveillance performance indicators applicable to members of the Vietnam Securities Exchange after obtaining approval from the State Securities Commission;

c) To approve and revoke the membership status of the Vietnam Securities Exchange; to manage, supervise, inspect, and handle violations of members in accordance with securities laws and act as a mediator upon request of members when disputes arise related to securities trading activities;

d) To monitor the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in implementing operational rules as stipulated in point b, Clause 2, Article 2 of this Decision and perform supervisory tasks as stipulated in point b, Clause 3 and point b, Clause 4 of Article 2 of this Decision; to generally oversee securities trading activities, information disclosure activities of listed organizations, organizations registered for trading, and investors subject to information disclosure requirements; to monitor listed organizations, organizations registered for trading, and investors operating on securities trading markets in accordance with the law;

e) To develop plans for the development of information technology systems, new technologies, and new products; to directly implement or assign the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange to implement such plans;

f) To support the development of the securities market through training, publicity, and dissemination of knowledge; to provide market information services and information related to listed securities and securities registered for trading; to provide infrastructure development services for the securities market and other related services as prescribed in the Charter on the organization and operation;

g) To cooperate internationally on securities and the securities market with stock exchanges around the world and international organizations;

h) To manage and supervise the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in accordance with securities laws, enterprise laws, laws on the management and use of state capital invested in production and business at enterprises, and the Charter on the organization and operation;

i) To report and propose measures to the State Securities Commission to address, mitigate incidents, events, and fluctuations affecting the safety, stability, and integrity of the securities trading market; to report violations by members of the Vietnam Securities Exchange; to report violations by investors, listed organizations, and organizations registered for trading in accordance with the law;

j) Other tasks as prescribed by law and the Charter on the organization and operation of the Vietnam Securities Exchange.

3. The main tasks of the Hanoi Stock Exchange are as follows:

a) To organize and operate derivative securities trading markets, bond trading markets, and other types of securities trading markets in accordance with the law;

b) To monitor securities trading activities; to monitor information disclosure activities of listed organizations, organizations registered for trading, and investors subject to information disclosure requirements; to monitor compliance with obligations of members of the Vietnam Securities Exchange in accordance with securities laws;

c) To invest in and develop information technology systems, new technologies, and new products according to assigned tasks;

d) To warn, control, and limit securities trading in accordance with the law and rules of the Vietnam Securities Exchange;

e) To temporarily suspend or halt trading of one or more securities in cases where prices or trading volumes of securities fluctuate abnormally, listed organizations or organizations registered for trading fail to take corrective measures to address reasons leading to securities being placed under warning, control, or trading restrictions, or in necessary situations to protect the rights and legitimate interests of investors and ensure the stability and security of the securities market.

e) Approve, amend; cancel listing, registration of securities trading and supervise the maintenance of listing conditions for listed organizations;

g) Inspect, handle violations by listed organizations, registration organizations according to the regulations of the Vietnam Stock Exchange;

h) Provide auction, bidding services; market information and related securities trading information services; develop technological infrastructure for the securities market and other related services as stipulated in the Charter of the Hanoi Stock Exchange's organization and operation;

i) Promote and disseminate knowledge about securities and the securities market to investors;

k) Report to the Vietnam Stock Exchange, report and recommend the State Securities Commission to handle violations by investors, listed organizations, registration organizations according to the law;

l) Issue procedures to implement operational regulations within the scope of assigned tasks;

m) Other tasks as prescribed by law and the Charter of the Hanoi Stock Exchange's organization and operation;

4. The Ho Chi Minh City Stock Exchange has the following main responsibilities:

a) Organize and operate the stock trading market and other types of securities trading markets according to the law;

b) To monitor securities trading activities; to monitor information disclosure activities of listed organizations, organizations registered for trading, and investors subject to information disclosure requirements; to monitor compliance with obligations of members of the Vietnam Securities Exchange in accordance with securities laws;

c) To invest in and develop information technology systems, new technologies, and new products according to assigned tasks;

d) To warn, control, and limit securities trading in accordance with the law and rules of the Vietnam Securities Exchange;

đ) Temporarily suspend, halt trading for one or more securities in cases where the price, volume of securities trading fluctuates abnormally, listed organizations, registration organizations do not take measures to address the causes leading to securities being placed under warning, control, restricted trading, or when necessary to protect the legitimate rights and interests of investors and ensure stability and safety of the securities market;

e) Approve, amend, cancel listing, registration of securities trading and supervise the maintenance of listing conditions for listed organizations;

g) Inspect, handle violations by listed organizations, registration organizations according to the regulations of the Vietnam Stock Exchange;

h) Provide auction, bidding services; market information and related securities trading information services; develop technological infrastructure for the securities market and other related services as stipulated in the Charter of the Ho Chi Minh City Stock Exchange's organization and operation;

i) Promote and disseminate knowledge about securities and the securities market to investors;

k) Report to the Vietnam Stock Exchange, report and recommend the State Securities Commission to handle violations by investors, listed organizations, registration organizations according to the law;

l) Issue procedures to implement operational regulations within the scope of assigned tasks;

m) Other tasks as prescribed by law and the Charter of the Ho Chi Minh City Stock Exchange's organization and operation;

Article 3. Registered Capital

1. The charter capital of the Vietnam Stock Exchange is 3,000 billion VND, including:

a) Charter capital at the time of commencement of operations: determined by the total equity of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange as reported in audited financial statements prior to the issuance of the business registration certificate to the Vietnam Stock Exchange;

b) Additional capital during the course of operations as prescribed by law;

2. The Prime Minister decides on adjustments to the charter capital of the Vietnam Stock Exchange;

3. The Vietnam Stock Exchange decides on the charter capital levels of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange after obtaining approval from the Ministry of Finance;

Article 4. Management Structure

1. The organizational management structure of the Vietnam Stock Exchange includes: Board of Members, General Director, Supervisory Board, and specialized departments. The Chairman of the Board of Members and the General Director of the Vietnam Stock Exchange are appointed and relieved of their duties by the Minister of Finance upon the recommendation of the Board of Members;

2. The organizational management structure of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange includes: Company Chairman, General Director, Supervisory Board, and specialized departments;

Article 5. Charter of Organization and Operation

1. The Minister of Finance issues, amends, supplements the Charter of the Vietnam Stock Exchange's organization and operation based on the proposal of the Vietnam Stock Exchange's Board of Members and the opinion of the Chairman of the State Securities Commission;

2. The Vietnam Stock Exchange approves the Charter of the Hanoi Stock Exchange's and the Ho Chi Minh City Stock Exchange's organization and operation;

Article 6. Implementation Organization

1. The Ministry of Finance

a) Implement the rights and obligations of the state-owned enterprise representative body towards the Vietnam Stock Exchange as stipulated in this Decision, the Law on Management and Use of State Capital for Production and Business Investment, and guiding documents, amendments, supplements, replacements (if any);

b) Reorganize the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange to establish the Vietnam Stock Exchange as prescribed in this Decision;

c) Issue the Charter of the Vietnam Stock Exchange's organization and operation after obtaining the opinion of the Chairman of the State Securities Commission;

d) Submit to competent authorities for issuance or issuance, amendment, supplementation, replacement of legal documents regulating the financial management mechanism, evaluation of the effectiveness of the Vietnam Stock Exchange's operations;

đ) Coordinate with the Ministry of Labor, Invalids and Social Affairs to evaluate and rank companies for the Vietnam Stock Exchange and subsidiaries according to the law;

e) Determine the charter capital of the Vietnam Stock Exchange as prescribed in point a, Clause 1, Article 3 of this Decision; provide approval for the Vietnam Stock Exchange to decide on investing charter capital for the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange;

g) Specify the timeline for reorganizing the stock trading market, bond trading market, derivatives trading market, and other types of securities trading according to the proposal of the State Securities Commission;

2. The State Securities Commission

a) Review and approve operational regulations, monitoring criteria, reporting indicators for monitoring trading for the Vietnam Stock Exchange to issue in accordance with securities law.

b) Manage and supervise the securities business activities of the Vietnam Stock Exchange, the Hanoi Stock Exchange, and the Ho Chi Minh City Stock Exchange in accordance with securities laws.

c) The Chairman of the State Securities Commission shall provide comments on the personnel serving as Chairmen of the Board of Members and General Directors of the Vietnam Stock Exchange before the Ministry of Finance appoints them in accordance with the Securities Law.

d) The Chairman of the State Securities Commission shall provide comments on the Charter governing the operations of the Vietnam Stock Exchange before the Minister of Finance promulgates it in accordance with the Securities Law.

đ) Develop and report to the Ministry of Finance regulations on the timeline for restructuring the stock trading market, bond trading market, derivatives trading market, and other types of securities currently organized and operated at the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange to implement this Decision.

3. The Ministry of Labor, Invalids, and Social Affairs shall take the lead and coordinate with the Ministry of Finance to evaluate and rank companies related to the Vietnam Stock Exchange and its subsidiaries in accordance with the law.

4. Ministries, agencies equivalent to ministries, government agencies, and relevant agencies shall implement this Decision in accordance with their functions and tasks as prescribed by law.

5. The People's Committee of Hanoi City and the People's Committee of Ho Chi Minh City shall take the lead and coordinate with the Ministry of Finance to implement state management within their jurisdictions over the Vietnam Stock Exchange, the Hanoi Stock Exchange, and the Ho Chi Minh City Stock Exchange in accordance with the law.

Article 7. Effective Date

1. This Decision shall take effect from February 20, 2021.

2. Decisions No. 01/2009/QĐ-TTg dated January 2, 2009, of the Prime Minister on the establishment of the Hanoi Stock Exchange, Decision No. 599/2007/QĐ-TTg dated May 11, 2007, of the Prime Minister on the transformation of the Ho Chi Minh City Securities Trading Center into the Ho Chi Minh City Stock Exchange, and Decision No. 21/2015/QĐ-TTg dated June 18, 2015, amending certain provisions of Decision No. 599/2007/QĐ-TTg of the Prime Minister shall cease to be effective from the date the Vietnam Stock Exchange begins operations as stipulated in Clause 1, Article 8 of this Decision.

Article 8. Transitional Provisions

1. The commencement date of the Vietnam Stock Exchange's operations shall be carried out in accordance with Clause 6, Article 135 of the Securities Law No. 54/2019/QH14 and after obtaining the Business Registration Certificate.

2. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall continue to organize and operate in accordance with the Securities Law No. 70/2006/QH11, which has been amended and supplemented by Law No. 62/2010/QH12 until the Vietnam Stock Exchange begins operations as stipulated in Clause 1 of this Article.

3. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall maintain the securities trading markets they have organized and operated prior to the effectiveness of this Decision until the restructuring process is completed in accordance with the timeline specified in Point g, Clause 1, Article 6 of this Decision.

Article 9. Responsibility for implementation

The Minister of Finance, ministers, heads of agencies equivalent to ministries, heads of government agencies, chairpersons of provincial and centrally-administered city people's committees, and relevant agencies are responsible for implementing this Decision./.