Law Amending and Supplementing Certain Provisions of the Securities Law No. 62/2010/QH12

LAW

Amending and supplementing some articles of the Securities Law

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Article 1. Amending and supplementing some articles of the Securities Law.

1. Article 1 are amended and supplemented as follows:As follows:

"Article 1. Scope of regulation

This Law regulates activities related to the issuance, listing, trading, business, investment in securities, securities services, and the securities market."

2. Clause 1 Article 3 is amended and supplemented as follows:as follows:

"1. Activities related to the issuance, listing, trading, business, investment in securities, securities services, and the securities market shall be governed by this Law and other relevant laws."

3. Amending and supplementing Clauses 1, 5, 13, 20, 22, 23, and 26; supplementing Clauses 8a, 12a, and 27a of Article 6 as follows:

“1.Securitiesare evidence confirming the rights and legitimate interests of the holder in assets or capital of the issuer. Securities are represented in the form of certificates, ledger entries, or electronic data, including the following types:

a) Shares, bonds, fund certificates;

b) Rights to purchase shares, warrants, call options, put options, futures contracts, groups of securities or stock indices;

c) Capital contribution investment contracts;

d) Other types of securities as prescribed by the Ministry of Finance."

“5. Right to purchase sharesis a type of security issued by a joint-stock company to provide existing shareholders with the right to purchase new shares under predetermined conditions."

"8a.Capital contribution investment contractis a contract for capital contribution in cash or assets between investors and the issuer of the contract for profit-making purposes and is permitted to be converted into other securities."

"12a.Issuing securities privatelyis the act of issuing securities to less than one hundred investors, excluding professional securities investors, without using mass media or the Internet."

“13. Issuer organizationis an organization that carries out the issuance of securities."

“20. Securities brokerageis the intermediary act of buying and selling securities for clients."

“22. Guaranteeing the issuance of securitiesis the commitment of the guarantor to the issuer to complete the procedures before issuing securities, to purchase part or all of the securities issued by the issuer to resell or buy back the remaining unsold securities from the issuer, or to assist the issuer in distributing securities to the public."

“23. Securities investment advisoryis providing investors with analysis results, publication of analytical reports, and recommendations related to securities."

“26. Managing a portfolio of securities investmentsis managing, on behalf of each investor, the purchase, sale, holding of securities, and other assets."

"27a.Real estate investment fundis a securities investment fund primarily invested in real estate."

4. Supplementing Clause 5 Article 9 as follows:

"5. Engaging in securities business operations without permission or approval from the State Securities Commission."

5. Amending the name of Chapter IIas follows:

“CFlowchart of procedures for establishing thematic maps at scales of 1:5,000, 1:10,000, 1:500,000, and 1:1,000,000

ISSUING SECURITIES"

6. Supplementing Article 10a after Article 10 For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.as follows:

"Article 10a. Issuing securities privately

1. Private issuance of securities by organizations that are not publicly traded companies shall be carried out in accordance with the Enterprise Law and other relevant laws.

2. Conditions for private issuance of securities by publicly traded companies include:

a) A decision by the General Shareholders' Meeting or the Board of Directors approving the issuance plan and the use of proceeds from the issuance; clearly identifying the target and number of investors;

b) The transfer of shares or convertible bonds issued privately is restricted for at least one year from the completion date of the issuance, except for private issuance under employee selection programs, transfers of privately issued securities from individuals to professional securities investors, transfers of privately issued securities among professional securities investors, pursuant to court decisions, or inheritance as provided by law;

c) Separate issuances of shares or convertible bonds must be at least six months apart.

3. The Government shall specify the documentation and procedures for private issuance of securities."

and supplement Point c Clause 1 Article 12as follows:

"d) Publicly traded companies registering to issue securities to the public must commit to listing the securities on an organized trading market within one year from the end of the issuance period approved by the General Shareholders' Meeting."

8. Currency Exchange Agent No. 1d Clause 1 Article 14 is amended and supplemented as follows:For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.as follows:

"d) Decision of the General Shareholders' Meeting approving the issuance plan, the use of proceeds, and the commitment to list the securities on an organized securities trading market;"

9. Clause 1 Article 24 is amended and supplemented as follows:As follows:

"1. An organization that has completed the public offering of shares becomes a public company and must fulfill the obligations of a public company as prescribed in Clause 2, Article 27 of this Law. The securities public offering registration dossier shall be considered as the public company registration dossier, and the issuing organization does not need to submit the public company registration dossier prescribed in Clause 1, Article 26 of this Law to the State Securities Commission.

A public company must commit to listing the offered securities for trading on an organized securities market as prescribed in Point d, Clause 1, Article 12 of this Law."

10. Article 28 đis amended and supplementedas follows:

"Article 28. Corporate Governance of Public Companies

1. The corporate governance of public companies must comply with the provisions of this Law, the Enterprise Law, and other relevant laws.

2. Principles of corporate governance include:

a) Ensuring a reasonable corporate governance structure; ensuring the effectiveness of the Board of Directors and the Supervisory Board's operations;

b) Ensuring the rights and interests of shareholders and related parties;

c) Ensuring fair treatment among shareholders;

d) Transparency and disclosure of all activities of the company.

3. The Ministry of Finance shall specify this Article."

11. Article 32 đis amended and supplementedas follows:

"Article 32. Public Tender Offer

1. In the following cases, a public tender offer must be made:

a) Making a tender offer for voting shares or closed-end fund certificates leading to ownership of twenty-five percent or more of the issued and outstanding voting shares or closed-end fund certificates of a public company or closed-end fund;

b) An individual or entity and related parties holding twenty-five percent or more of the issued and outstanding voting shares or closed-end fund certificates of a public company or closed-end fund purchasing an additional ten percent or more of the issued and outstanding voting shares or closed-end fund certificates of the public company or closed-end fund;

c) An individual or entity and related parties holding twenty-five percent or more of the issued and outstanding voting shares or closed-end fund certificates of a public company or closed-end fund purchasing an additional five to less than ten percent of the issued and outstanding voting shares of the public company or closed-end fund within one year from the end date of the previous public tender offer.

2. In the following cases, a public tender offer is not required:

a) Purchasing newly issued voting shares or closed-end fund certificates leading to ownership of twenty-five percent or more of the issued and outstanding voting shares or closed-end fund certificates of a public company or closed-end fund according to the issuance plan approved by the General Meeting of Shareholders of the public company or the Management Board of the closed-end fund;

b) Receiving transferred voting shares or closed-end fund certificates leading to ownership of twenty-five percent or more of the issued and outstanding voting shares or closed-end fund certificates of a public company or closed-end fund according to the approval of the General Meeting of Shareholders of the public company or the Management Board of the closed-end fund;

c) Transferring shares between companies within a parent-subsidiary group;

d) Giving, donating, or inheriting shares;

đ) Transferring capital according to the decision of the Court;

e) Other cases determined by the Ministry of Finance.

3. The Government shall specify the public tender offer of shares of public companies and closed-end fund certificates."

12. Amending and supplementing Clause 1 and supplement Clause 4 Article 33 as follows:

"1. The Stock Exchange organizes a securities trading market for securities meeting the conditions for listing at the Stock Exchange; organizing the trading of other types of securities according to the regulations of the Government."

"4. The Stock Exchange may link with the Stock Exchanges of other countries according to the Prime Minister's decision."

13. Clause 3 Article 40 is amended and supplemented as follows:as follows:

"3. The Government shall stipulate the conditions, documents, and procedures for listing securities of Vietnamese issuers and foreign issuers at the Vietnamese Stock Exchange and Trading Center; stipulate the conditions, documents, and procedures for listing securities of Vietnamese issuers at foreign stock exchanges."

14. Clause 3 Article 60 is amended and supplemented as follows:as follows:

"3. In addition to the securities business specified in Clause 1 of this Article, a securities company may manage securities trading accounts of individual investors, provide financial advisory services, and other financial services as prescribed by the Ministry of Finance."

15. Clause 1 Article 61 is amended and supplemented as follows:as follows:

"1. A fund management company may carry out the following business activities:

a) Managing a securities investment fund;

b) Managing a securities investment portfolio;

c) Providing securities investment advisory services."

16. Article 74 is amended and supplemented as follows:

"Article 74. Provisions on Financial Safety and Warning

Securities companies and fund management companies must ensure financial safety indicators as prescribed by the Ministry of Finance; if they fail to meet these financial safety indicators, they will be placed under warning or subject to measures to ensure safety."

17. Currency Exchange Agent No. 1d Clause 1 Article 92 is amended and supplemented as follows:as follows:

"d) Investing more than ten percent of the total value of the closed-end fund assets in real estate, except in the case of a real estate investment fund; investing open-end fund capital in real estate;"

18. Clause 1 and Clause 3 Article 100 đis amended and supplementedas follows:

"1. Issuing organizations, joint-stock companies, securities companies, fund management companies, securities investment companies, stock exchanges, securities trading centers, securities depository centers, and related parties have the obligation to disclose complete, accurate, and timely information."

"3. Information disclosure must be carried out by the legal representative or authorized person and related parties."

19. Article 101 amended and supplementedFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.as follows:

"Article 101. Disclosure of information by joint-stock companies"

1. Joint-stock companies must regularly disclose information on one or more of the following contents:

a) Annual financial statements that have been audited, semi-annual financial statements that have been reviewed by an independent auditing company or organization approved for auditing, quarterly financial statements;

b) Resolutions of the annual General Meeting of Shareholders.

2. Joint-stock companies must disclose extraordinary information when any of the following situations occur:

a) The company's bank account is frozen or allowed to operate again after being frozen;

b) Suspension of business operations; revocation of the Business Registration Certificate or establishment permit or operating license;

c) Approval of decisions by the General Meeting of Shareholders as stipulated by the Enterprise Law;

d) Decisions of the Board of Directors regarding the purchase or sale of the company's shares; the date of exercising the right to subscribe for shares by bondholders accompanied by such rights or the date of converting convertible bonds into shares and related decisions concerning public offerings as provided for in Clause 2, Article 108 of the Enterprise Law; medium-term development strategies and annual business plans of the company; establishment of subsidiaries or associated companies; opening or closing branches or representative offices; changes in the company's name or main office address; capital contribution with a value of ten percent or more of the total assets of the company to another organization; capital contribution with a value of fifty percent or more of the contributed capital of the company receiving such contributions;

đ) Decisions to change accounting methods; opinions of exceptions or refusals to issue opinions by the auditing organization on financial statements, changes in the auditing company;

e) Changes in members of the Board of Directors, Supervisory Board, General Director, Deputy General Director or Director, Deputy Director, Chief Accountant; decisions to initiate prosecution against members of the Board of Directors, General Director, Deputy General Director or Director, Deputy Director, Chief Accountant of the company; court judgments or decisions related to the company's activities; conclusions of tax authorities regarding the company's violations of tax laws;

g) Purchase or sale of assets with a value greater than fifteen percent of the company's total assets according to the most recent audited balance sheet;

h) Decisions to borrow or issue bonds with a value of thirty percent or more of the company's equity at the time of the most recent report;

i) The company receives notice from the Court handling a petition for bankruptcy proceedings;

k) Losses of assets with a value of ten percent or more of the company's equity;

l) Events significantly affecting production and business operations or management conditions of listed organizations;

m) When one of the events seriously affects the legitimate interests of investors, the price of securities continuously increases or decreases over a certain period and the sustainable development of the securities market, as required by the State Securities Commission.

3. The Ministry of Finance shall specify the content and time for disclosing information for each type of joint-stock company.

20. Clause 3 Article 104 are amended and supplemented as follows:As follows:

"3. Securities companies must disclose information at their headquarters and branches regarding changes related to the headquarters and branch addresses; contents related to trading methods, order placement, margin requirements, payment times, transaction fees, services provided, and lists of securities practitioners of the company."

21. Article 136 amended and supplementedFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.as follows:

"Article 136. Detailed regulations and implementation guidance"

The Government shall provide detailed regulations and implementation guidance for the provisions assigned in this Law; guide other necessary contents of this Law to meet state management requirements.

Article 2. Repeal Article 103 and Clause 2 of Article 106 of the Securities Law No. 70/2006/QH11.

Article 3. This Law takes effect from July 1, 2011.

This Law has đapproved byNo.specialized agency under the People's Committee of the province/city. the National Assembly|||energy h3cm 59/2019/NĐ-CP hassigned, of the Socialist RepublichNo. 11 of 2014; Law amendinga Viet of Vietnam, term XII, eighth session adopted thisuday 24thgof NovemberJune 2024;energy 11 For power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.the Minister of Transport issues this Circular amending and supplementing some articles of Circular No. 6/2016/TT-BGTVT dated March 13, 2016 of the Minister of Transport regulating the maximum service charge for using roads in road construction projects for business purposes under the management of the Ministry of Transport: 2010.