Circular No. 73/2023/TT-BTC amends and supplements certain provisions of Circular No. 117/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance, concerning the method for calculating unlawful revenue and illegal gains from violations of securities and the securities market laws.

CIRCULAR

AMENDING AND SUPPLEMENTING CERTAIN PROVISIONS OF CIRCULAR NO. 117/2020/TT-BTC

DATED DECEMBER 31, 2020 ISSUED BY THE MINISTER OF FINANCE ON METHODS FOR CALCULATING ILLEGAL INCOME AND UNLAWFUL PROFITS OBTAINED FROM VIOLATIONS OF SECURITIES AND SECURITIES MARKET LAWS

METHOD FOR CALCULATING ILLEGAL REVENUE ACCOUNTS, AMOUNTS OF UNLAWFUL PROFITS OBTAINED DUE TO THE COMMISSION OF VIOLATIONS OF SECURITIES AND SECURITIES MARKET LAWS

BEING SUBJECT TO ENFORCEMENT FOR VIOLATING SECURITIES LAWS AND THE SECURITIES MARKET

VÀ THỊ TRƯỜNG CHỨNG KHOÁN

Pursuant to the Securities Law promulgated on November 26, 2019;

Pursuant to the Law on Handling Administrative Violations dated June 20, 2012; the Law Amending and Supplementing Certain Provisions of the Law on Handling Administrative Violations dated November 13, 2020;

Pursuant to Decree No. 118/2021/NĐ-CP dated December 23, 2021, issued by the Government, detailing certain provisions and measures to implement the Law on Handling Administrative Violations;

Pursuant to 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; and Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government 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;

Pursuant to Decree No. 14/2023/NĐ-CP dated April 20, 2023, issued by the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

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

The Minister of Finance issues this Circular amending and supplementing certain provisions of Circular No. 117/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on methods for calculating illegal income and unlawful profits obtained from violations of securities and securities market laws.

Article 1. Amending and supplementing certain provisions of Circular No. 117/2020/TT-BTC dated December 31, 2020 of the Minister of Finance on methods for calculating illegal income and unlawful profits obtained from violations of securities and securities market laws.

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

"d) Illegal income in cases of market manipulation during the period before the price adjustment date shall be calculated as the sum of illegal income in the periods prior to the price adjustment date (the trading day without rights) and illegal income in the period after the price adjustment date.

Illegal income in the period before the price adjustment date and illegal income in the period after the price adjustment date shall be calculated according to the formula provided in this clause. In cases where the total volume of securities sold exceeds the total volume of securities purchased in the period after the price adjustment, the price of the excess volume of securities specified in Point c of this Clause shall be the average purchase price in the period before the trading day without rights, adjusted according to the following formula:

P’=(P+P_a*a-C)/(1+a+b)

Where:

P’: the price of the excess volume of securities specified in Point c of this Clause.

P: the average purchase price of shares in the period before the trading day without rights.

"5. The pre-tax weighted average cost of capital i (%) is determined according to the formula below:_a: the issue price of additional shares for preferential subscription rights.

a: the ratio of additional shares issued for preferential subscription rights.

b: the ratio of share distribution to increase capital from retained earnings.

C: cash dividends."

2. Amending and supplementing Point h Clause 3 Article 4 as follows:

"h) Unlawful profits obtained by individuals or organizations that conceal information about true ownership of one or more securities to evade disclosure obligations or public tender offers or foreign ownership limits in the Vietnamese securities market as stipulated in Clause 4 Article 34 of Decree No. 156/2020/NĐ-CP amended and supplemented by Clause 28 Article 1 of Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government amending and supplementing certain provisions of Decree No. 156/2020/NĐ-CP shall be calculated as follows:

- For individuals or organizations that conceal information about true ownership of one or more securities to evade disclosure obligations or public tender offers or foreign ownership limits in the Vietnamese securities market, the unlawful profits obtained due to such violations are the total amount of money, securities, and other benefits arising from the concealed securities.

- For individuals or organizations that assist others in concealing information about true ownership of one or more securities to evade disclosure obligations or public tender offers or foreign ownership limits in the Vietnamese securities market, the unlawful profits obtained due to such violations are the total amount of money, securities, and related benefits arising from the violation, determined based on contracts or agreements between the parties;"

Article 2. Implementation clause

1. This Circular takes effect from February 5, 2024.

2. For violations occurring before the effective date of this Circular but discovered or under consideration for administrative penalty decisions or measures to rectify consequences when this Circular becomes effective, this Circular shall apply if it provides lighter legal responsibilities.

3. During implementation, any difficulties should be promptly reported to the Ministry of Finance for examination and resolution./.