Decree No. 85/2010/ND-CP On Administrative Sanctions for Violations in the Securities and Securities Market Sector

DECREE

On administrative sanctions for violations in the securities and securities market sector

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THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Administrative Violation Handling Ordinance dated July 2, 2002; the Ordinance amending and supplementing certain articles of the Administrative Violation Handling Ordinance dated March 8, 2007; and the Ordinance amending and supplementing certain articles of the Administrative Violation Handling Ordinance dated April 2, 2008;

Considering the proposal of the Minister of Finance,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates acts of administrative violation, forms of administrative sanction, fines, authority to impose administrative sanctions, and procedures for handling administrative violations in the securities and securities market sector.

Article 2. Applicability

Any individual or organization, both domestic and foreign (hereinafter referred to as individuals and organizations), intentionally or negligently violates laws on securities and the securities market but does not reach the level of criminal prosecution shall be subject to administrative sanctions under this Decree, except where international treaties to which the Socialist Republic of Vietnam is a party provide otherwise, in which case such treaties shall apply.

Article 3. Principles of Administrative Penalties

1. All administrative violations in the securities and securities market sector must be promptly detected and immediately halted. Administrative sanctions in the securities and securities market sector must be carried out swiftly, fairly, and thoroughly; all consequences caused by administrative violations must be remedied according to the provisions of the law.

2. An act of administrative violation in the securities and securities market sector shall only be subject to administrative sanction once. Organizations or individuals committing multiple acts of administrative violation shall be sanctioned for each separate act of violation.

3. Administrative sanctions in the securities and securities market sector must be based on the nature and degree of the violation, and mitigating or aggravating circumstances prescribed in Articles 8 and 9 of the Administrative Violation Handling Ordinance to determine appropriate forms and measures of handling.

4. An organization that has been administratively sanctioned must identify the individual responsible for causing the administrative violation after implementing the sanction decision to determine their legal responsibility and financial obligations according to the law.

5. Administrative sanctions in the securities and securities market sector shall be implemented by those with the authority as prescribed in this Decree.

Article 4. Time Limit for Administrative Sanctions

1. The statute of limitations for administrative sanctions in the securities and securities market sector is two years, counted from the date of the violation. If this period has passed, no sanction will be imposed, but remedial measures provided for in this Decree may still be applied.

2. For individuals who commit violations of securities and securities market laws and are subsequently indicted, prosecuted, or have a case decided to be brought to trial under criminal procedure, but later have the investigation discontinued or the case dismissed, if they commit administrative violations, they shall be subject to administrative sanctions under this Decree. In this case, the statute of limitations for administrative sanctions is three months, counted from the date the authority imposing administrative sanctions receives the decision to discontinue the investigation or dismiss the case and the case file.

3. Within the time limits specified in paragraphs 1 and 2 of this Article, if an individual or organization commits new violations in the securities and securities market sector or deliberately evades or obstructs the imposition of sanctions, the statute of limitations specified in paragraphs 1 and 2 of this Article shall not apply. The statute of limitations for administrative sanctions shall be calculated from the date of the new violation or the date when evasion or obstruction ends.

Article 5. Period Considered as Not Having Been Administered Administrative Sanctions

Individuals or organizations subject to administrative sanctions, if within one year from the date of completing the execution of the sanction decision or from the expiration date of the enforcement of the sanction decision, do not reoffend, shall be considered as not having been subject to administrative sanctions.

Article 6. Forms of administrative penalties and measures to remedy consequences

1. Principal forms of administrative penalty:

For each administrative violation in the securities and securities market sector, the violator, whether an individual or an organization, shall be subject to one of the two main forms of administrative penalty as follows:

a) Warning

A warning penalty shall be applied to minor administrative violations committed for the first time, with mitigating circumstances, and if this Decree stipulates a warning penalty form for such administrative violation.

b) Fine

The specific amount of fine for an administrative violation in the securities and securities market sector is the midpoint of the fine range for that violation. If the violation has mitigating circumstances, the fine may be reduced but not below the minimum level of the fine range. If the violation has aggravating circumstances, the fine may be increased but not above the maximum level of the fine range. In cases where the administrative violation involves both aggravating and mitigating circumstances, the competent authority shall decide on applying a higher or lower fine than the midpoint based on the nature and degree of the aggravating and mitigating circumstances, or apply the midpoint of the penalty range.

2. Additional forms of punishment:

Depending on the nature and degree of the violation, individuals and organizations committing administrative violations in the securities and securities market sector may also be subject to one or more supplementary forms of administrative penalty as follows:

a) Confiscation of all unlawful proceeds from the implementation of the administrative violation;

b) Suspension or cancellation of the public offering of securities;

c) Suspension of activities; revocation of licenses, certificates in the securities sector, securities practice certificates.

3. Measures to remedy consequences:

In addition to the main forms of administrative penalties and supplementary penalties prescribed in Clauses 1 and 2 of this Article, depending on the nature and degree of the violation, individuals and organizations committing administrative violations in the securities and securities market sector may also be subject to measures to remedy consequences as specifically provided in Articles of Chapter II of this Decree.

Chapter II

For the act of trading counterfeit goods without utility or function as stipulated in Clause 1, Article 4 of this Decree, the fine shall be as follows:

SECTION 1. VIOLATIONS OF REGULATIONS ON PUBLIC OFFERING OF SECURITIES

Article 7. Violations of regulations on registration documents for public offerings of securities

1. Fine from VND 50,000,000 to VND 70,000,000 for issuers, underwriters, and advisors; organizations and individuals who certify the registration documents for public offerings of securities containing inaccurate information or fail to amend or supplement the documents when discovering inaccurate information or missing important contents as required in the documents.

2. Fine from VND 150,000,000 to VND 200,000,000 for issuers, underwriters, and advisors; organizations and individuals who certify the registration documents for public offerings of securities containing intentionally false information or concealing the truth.

3. Fine from 1% to 5% of the total amount raised for issuers who prepare and certify registration documents for public offerings of securities containing fraudulent information as stipulated in Clause 1 of Article 121 of the Securities Law.

4. Additional forms of administrative punishment:

a) Suspend the public offering of securities for a maximum period of 60 days to rectify the violation as prescribed in Clause 1 of this Article;

b) Order the cancellation of the public offering of securities if the violation is not remedied within the suspension period prescribed in point a of this clause;

c) Revoke the Certificate of Public Offering of Securities for violations as prescribed in Clauses 2 and 3 of this Article;

d) Confiscate all unlawful proceeds derived from the implementation of the violations as prescribed in Clauses 2 and 3 of this Article.

5. Measures to remedy consequences:

The organization conducting the public offering of securities must recall the securities already offered, refund investors the purchase price of the securities or the deposit (if any), plus interest calculated at the demand deposit rate of the bank where the organization conducting the public offering maintains an account for collecting the purchase price or deposit at the time of administrative penalty, within thirty days from the date of receipt of the investor's request.

Article 8. Violation of provisions on public offering of securities

1. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the issuer for committing any of the following violations:

a) Not publishing the issuance announcement as prescribed; announcing the issuance on mass media not in accordance with the prescribed content and time;

b) Not complying with the regulations on using the blocked account for the proceeds from the offering period.

2. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed on the issuer, the underwriter, and the issuing advisor for committing any of the following violations:

a) Using information outside the Prospectus to conduct market sounding before being permitted to make a public offering of securities; conducting market sounding on mass media;

b) Distributing securities not in accordance with the contents of the registration for the offering regarding the type of securities, quantity, subscription period, and distribution period as prescribed.

3. A fine of from VND 100,000,000 to VND 120,000,000 shall be imposed on the issuer for committing any of the following violations:

a) Issuing additional securities without reporting or having reported but not yet receiving approval from the Securities Commission;

b) Issuing additional securities without meeting the prescribed conditions.

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

a) Making a public offering of securities without meeting the prescribed conditions;

b) Making a public offering of securities to establish a business entity, except as provided by law;

c) Making a public offering of securities without registering with the Securities Commission as prescribed.

5. A fine of from one to five times the unlawful revenue shall be imposed on individuals and organizations making a public offering of securities without a Public Offering Certificate as prescribed in Clause 3, Article 121 of the Securities Law.

6. Additional forms of punishment:

a) Suspension of the public offering period for up to 60 days to rectify the violation stipulated in Point b, Clause 2 of this Article;

b) Compelling the cancellation of the offering and additional issuance in cases of violation stipulated in Clauses 3, 4, and 5 of this Article and in cases of suspension stipulated in Point a of this Clause that cannot be rectified;

c) Confiscation of all unlawful revenue resulting from the violation stipulated in Clauses 4 and 5 of this Article.

7. Measures to remedy consequences:

The organization conducting the public offering of securities must recall the securities already offered, refund investors the purchase price of the securities or the deposit (if any), plus interest calculated at the demand deposit rate of the bank where the organization conducting the public offering maintains an account for collecting the purchase price or deposit at the time of administrative penalty, within thirty days from the date of receipt of the investor's request.

SECTION 2. VIOLATIONS OF PROVISIONS ON PUBLIC COMPANIES

Article 9. Violations of provisions on the registration dossier of public companies

1. A warning shall be given to a public company submitting the registration dossier of a public company late by up to one month compared to the prescribed deadline.

2. A fine of from VND 5,000,000 to VND 10,000,000 shall be imposed on a public company submitting the registration dossier of a public company late by more than one month but within twelve months.

3. A fine of from VND 30,000,000 to VND 50,000,000 shall be imposed on a public company committing any of the following violations:

a) Not submitting or submitting the registration dossier of a public company late by more than twelve months;

b) The registration dossier of a public company contains false information.

4. Measures to remedy consequences:

a) Compel compliance with the regulations on the registration of public companies;

b) Compel the cancellation or correction of information in cases of violation stipulated in Point b, Clause 3 of this Article.

Article 10. Violation of obligations of public companies

1. Warning or a fine from five million to ten million Vietnamese dong for a public company that does not comply with corporate governance laws.

2. A fine of twenty million Vietnamese dong for a public company committing any of the following violations:

a) Not conducting annual financial statement auditing;

b) Not registering securities in the Central Securities Depository Center;

c) Registering and depositing securities improperly according to the regulations on registration and deposit at the Central Securities Depository Center, resulting in complaints.

3. Measures to remedy consequences:

Order compliance with the obligations of public companies.

SECTION 3. VIOLATIONS OF REGULATIONS ON LISTING SECURITIES

Article 11. Violations of regulations on listing securities at the Stock Exchange

1. A fine from fifty million to seventy million Vietnamese dong for listed organizations, listing advisory organizations; organizations and individuals confirming the listing registration application that commit any of the following violations:

a) Confirming a listing registration application containing false information or failing to amend and supplement the application when discovering inaccurate information or omitting important contents required in the application;

b) Listed organizations changing the number of shares but not processing supplementary listing registration procedures.

2. A fine from one hundred and fifty million to two hundred million Vietnamese dong for listed organizations, listing advisory organizations; organizations and individuals confirming listing applications containing intentionally false information or concealing the truth.

3. A fine of five hundred million Vietnamese dong for listed organizations, listing advisory organizations; organizations and individuals fabricating false listing applications.

4. Additional forms of administrative punishment:

Order cancellation of listing for cases violating provisions of Articles 2 and 3 of this Article.

5. Measures to remedy consequences:

Order cancellation or correction of information.

SECTION 4. VIOLATIONS OF REGULATIONS ON ORGANIZING THE SECURITIES TRADING MARKET

Article 12. Violations of regulations on organizing the securities trading market

1. A fine of five hundred million Vietnamese dong for organizations and individuals organizing the securities trading market contrary to the law where there is no illegal income.

2. A fine of one to five times the amount of illegal income as stipulated in Clause 1 of Article 124 of the Securities Law for organizations and individuals organizing the securities trading market contrary to the law where there is illegal income but the fine shall not be less than the fine prescribed in Clause 1 of this Article.

3. Additional forms of punishment:

a) Order cessation of illegal market organization;

b) Confiscate all illegal income derived from the violation as stipulated in Clause 2 of this Article;

c) Suspend operations; revoke licenses, certificates, and professional qualifications in the securities and securities market sector for organizations and individuals committing violations as stipulated in this Article.

Article 13. Violations of regulations on management of listings by the Stock Exchange

1. A fine from seventy million to ninety million Vietnamese dong for the Stock Exchange failing to detect or timely address situations where listed organizations do not maintain the necessary listing conditions; failing to issue warnings or disclose information as required, affecting securities prices in the market.

2. A fine of one hundred million Vietnamese dong for the Stock Exchange approving or canceling listings contrary to regulations.

3. Measures to remedy consequences:

Order compliance with the Stock Exchange's legal regulations on listing management.

Article 14. Violation of provisions on management of members of securities trading exchange

1. A fine of VND 70,000,000 to VND 90,000,000 shall be imposed on the securities trading exchange that fails to detect cases where members do not maintain sufficient conditions for membership or do not fully comply with the obligations of members as prescribed in Clauses 2 and 4 of Article 39 of the Securities Law.

2. A fine of VND 100,000,000 shall be imposed on the securities trading exchange that approves or revokes the membership status of a securities company in violation of regulations.

3. Measures to remedy consequences:

Order compliance with legal provisions on management of members of the securities trading exchange.

Article 15. Violation of provisions on trading, supervision, and information disclosure of the securities trading exchange

1. A fine of VND 100,000,000 to VND 120,000,000 shall be imposed on the securities trading exchange that commits any of the following violations:

a) Organizing new securities trading, changing and applying new trading methods, putting new trading systems into operation without approval from the State Securities Commission;

b) Failing to detect, failing to promptly handle violations of trading rules, or failing to properly follow supervisory procedures for trading activities as prescribed, resulting in violations that affect the fairness, transparency, and openness of the market;

c) Failing to temporarily suspend, halt, or cancel securities trading according to the trading rules of the securities trading exchange when necessary to protect investors; failing to promptly warn or disclose information about significant market fluctuations in the securities market as prescribed.

2. Measures to remedy consequences:

Order compliance with legal provisions on trading, supervision, and information disclosure of the securities trading exchange.

Article 16. Violation of provisions on registration of securities trading

1. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed on a securities company that commits any of the following violations:

a) Failing to provide complete, timely, and accurate information to customers regarding registered securities, registration organizations, and trading situations as prescribed;

b) Failing to regularly update information on traded securities, registration organizations, information disclosed by regulatory bodies, and relevant trading regulations of the securities trading exchange on information dissemination channels as prescribed;

c) Failing to fully comply with reporting and disclosure obligations regarding registered securities trading at the securities trading exchange as prescribed.

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on registration organizations, securities companies, and related organizations or individuals involved in preparing or confirming registration documents containing inaccurate information.

3. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on registration organizations, securities companies, and related organizations or individuals involved in preparing or confirming registration documents containing intentionally false or concealed information.

4. A fine of VND 400,000,000 to VND 500,000,000 shall be imposed on registration organizations, securities companies, and related organizations or individuals involved in preparing or confirming forged registration documents for securities trading.

5. Additional forms of punishment:

Order cancellation of registration for cases violating Clauses 3 and 4 of this Article.

6. Measures to remedy consequences:

Order cancellation or correction of information.

PART 5. VIOLATIONS OF REGULATIONS ON SECURITIES BUSINESS AND SECURITIES PROFESSIONAL CERTIFICATES

Article 17. Violations of regulations on establishment and operation permits

1. A fine of from five million to ten million Vietnamese dong shall be imposed on securities companies, fund management companies, investment securities companies; branches of foreign securities companies, fund management companies operating in Vietnam for using names of the company, branch, representative office, trading room not in accordance with regulations; changing name, main office location, branch, representative office, trading room location without approval; failing to implement agency order receipt as prescribed.

2. A fine of fifty million Vietnamese dong shall be imposed on securities companies, fund management companies, investment securities companies; branches of foreign securities companies, fund management companies operating in Vietnam for committing one of the following violations:

a) Organizing the opening of business operations before meeting all conditions as prescribed by law;

b) Establishing, closing branches, representative offices, trading rooms without approval.

3. A fine of seventy million Vietnamese dong shall be imposed on securities companies, investment fund management companies for carrying out division, separation, merger, consolidation, conversion, dissolution prior to the due date, suspension of operations without approval, except where otherwise provided by law.

4. A fine of from seventy million to one hundred million Vietnamese dong shall be imposed on securities companies, fund management companies, investment securities companies; branches of foreign securities companies, fund management companies operating in Vietnam and organizations, individuals for committing one of the following violations:

a) Engaging in securities business, providing securities services without being granted a permit or approval;

b) Lending, leasing, or transferring a license;

c) Operating contrary to the contents stipulated in the permit;

d) Altering, modifying the permit;

đ) Preparing, confirming application files for issuance, supplementary issuance of establishment and operation permits containing false information.

5. Additional forms of punishment:

a) Confiscation of all illegal proceeds derived from the implementation of violations prescribed in point a Clause 2 and Clause 4 of this Article;

b) Suspension of operations for a maximum period of sixty days in cases of violation of points c and đ Clause 4 of this Article;

c) Revocation of the establishment and operation permit of securities companies, fund management companies, investment securities companies, branches of foreign securities companies, fund management companies operating in Vietnam in cases of violation of points b, d Clause 4 of this Article and in cases of violation leading to suspension of operations prescribed in point b of this clause but still unable to rectify the violation.

Article 18. Violations of regulations on activities of securities companies

1. A fine of from ten million to thirty million Vietnamese dong shall be imposed on securities companies for committing one of the following violations:

a) Receiving customer orders not in accordance with regulations; failing to retain sufficient evidence proving the placement of customer orders;

b) Not concluding written contracts with customers when providing services to customers;

c) Not issuing complete operational procedures; not complying with operational procedures as prescribed;

d) Not complying with corporate governance regulations as prescribed by law.

2. A fine of from thirty million to fifty million Vietnamese dong shall be imposed on securities companies for committing one of the following violations:

a) Not organizing the collection of full information about the financial situation, investment objectives, risk tolerance of customers; investment recommendations and advice provided to customers do not ensure compatibility with customer classification criteria regarding risk tolerance, except where customers do not provide full information; not providing full, truthful information to customers;

b) Making statements or guarantees to customers about income or profit levels achieved on their investments or guaranteeing that customers will not incur losses; making investment decisions on behalf of customers, except where provided by law;

c) Not adequately retaining documents; not accurately reflecting detailed transactions of customers and the company as prescribed.

3. A fine of from fifty million to seventy million Vietnamese dong shall be imposed on securities companies for committing one of the following violations:

a) Not organizing separate management of securities of each investor, separating investor funds and securities from those of the securities company as prescribed; directly receiving securities transaction funds from customers;

b) Executing customer orders when customers do not have sufficient funds and securities as prescribed by law, except where otherwise provided by law;

c) Not purchasing professional liability insurance for securities business at the company and fully establishing a protection fund for investors to compensate for losses caused by technical failures and negligence of securities company employees;

d) Violating regulations on conditions and restrictions on underwriting securities;

đ) Disclosing customer information, except where provided by law or upon request of state management agencies;

e) Carrying out actions that mislead customers and investors about securities prices.

4. A fine of from seventy million to one hundred million Vietnamese dong shall be imposed on securities companies for committing one of the following violations:

a) Not organizing, establishing internal control systems, risk management; not monitoring, preventing conflicts of interest within the company and in transactions with related parties as prescribed by law;

b) Not implementing the principle of prioritizing customer orders over company orders; contravening investor orders;

c) Not complying with regulations on securities company borrowing limits;

d) Investing or participating in capital contributions not in accordance with legal regulations;

đ) Implementing capital increase or decrease not in accordance with legal regulations;

e) Conducting transactions that change ownership of shares or equity contribution not in accordance with legal regulations.

5. A fine of from one hundred million to one hundred and fifty million Vietnamese dong shall be imposed on securities companies for committing one of the following violations:

a) Engage in the sale or lending of securities to customers when not owning such securities or lending securities to customers except as otherwise provided by law;

b) Use the company's capital or assets for lending contrary to the provisions of the law.

6. Additional forms of punishment:

a) Suspend operations for a maximum period of sixty days in cases of violation of the provisions set forth in point a, Clause 3, points b, d, đ, Clause 4, and Clause 5 of this Article;

b) Revoke the establishment and operation license of the securities company if the violations are not remedied within the suspension period specified in point a of this clause;

c) Confiscation of all unlawful revenue resulting from the violation stipulated in Clauses 4 and 5 of this Article.

7. Measures to remedy consequences:

Compel compliance with the legal regulations governing the activities of securities companies.

Article 19. Violations concerning the activities of fund management companies

1. A fine of from five million dong to ten million dong shall be imposed on fund management companies that commit any of the following violations:

a) Committing acts in violation of the provisions set forth in points b, c, and d, Clause 1, Article 18 of this Decree;

b) Failing to ensure organizational and operational separation, and allocation of information technology systems and reporting systems between asset management activities and other business activities of the fund management company, and other business activities of related organizations;

c) Failing to provide timely, complete, and truthful information to the supervisory bank as required;

2. A fine of from thirty million dong to fifty million dong shall be imposed on fund management companies that commit any of the following violations:

a) Committing acts in violation of the provisions set forth in Clause 2, Article 18 of this Decree;

b) Failing to comply with the fund charter and investment portfolio management contracts causing damage to investors;

c) Failing to take corrective measures to adjust the available capital as prescribed;

3. A fine of from fifty million dong to seventy million dong shall be imposed on fund management companies that commit any of the following violations:

a) Committing acts in violation of the provisions set forth in points đ and e, Clause 3, Article 18 of this Decree;

b) Failing to allocate trading assets in accordance with the regulations when conducting transactions for funds, securities investment companies, entrusted investors, and itself;

c) Requesting, demanding, or accepting under the guise of an individual or the company any benefit from transactions involving fund assets, securities investment companies, and entrusted investors beyond the fees and charges stipulated by law;

d) Being a counterparty in transactions involving entrusted investment assets in contravention of the law;

đ) Failing to comply with investment ratios or failing to adjust the investment portfolio as prescribed by law;

e) Failing to implement custody and separate management of each entrusted investor's assets, each fund's assets, each securities investment company's assets managed by the company, and the company's own assets on independent accounts and sub-accounts.

4. A fine of from seventy million dong to one hundred million dong shall be imposed on fund management companies that commit any of the following violations:

a) Failing to properly follow procedures and incorrectly valuing fund certificates, net asset values, and investment portfolio values of funds, securities investment companies, and entrusted investors to maintain stable prices of fund certificates and investment portfolios in the market;

b) Conducting transactions that alter ownership of shares, equity contributions, or increase or decrease registered capital contrary to the regulations;

c) Failing to comply with restrictions on the activities of fund management companies, related parties of fund management companies, and employees working at fund management companies;

d) Borrowing to finance fund investment activities contrary to the law.

5. A fine of from one hundred million dong to one hundred and fifty million dong shall be imposed on fund management companies that commit any of the following violations:

a) Using fund assets or securities investment company assets to invest in the same fund or securities investment company or other funds or securities investment companies established and operating in Vietnam, or participating in joint ventures, joint operations, or financial investments in the same fund management company and its related parties;

b) Using capital improperly to make financial investments, purchase stocks, bonds, participate in the establishment of enterprises, hold shares; borrow or lend contrary to the law;

c) Using fund assets, securities investment company assets, or entrusted assets to settle debts, lend, or guarantee any loans of the company, related parties of the company, or any counterparties;

d) Lending or providing capital of the company to related organizations or individuals for management;

đ) Intentionally committing acts to evade legal obligations, limit the scope of compensation, financial responsibility of the fund management company, transfer risks from the fund management company to investors, or compel investors to bear compensation unfairly.

6. Additional forms of punishment:

a) Suspend operations for a maximum period of sixty days in cases of violation of the provisions set forth in Clauses 4 and 5 of this Article;

b) Revoke the establishment and operation license of the fund management company if the violations are not remedied within the suspension period specified in point a of this clause;

c) Confiscate all illegal revenues derived from the implementation of violations set forth in points c, d, and đ, Clause 3, Clause 4, and Clause 5 of this Article.

7. Measures to remedy consequences:

Compel compliance with the legal regulations governing the activities of fund management companies.

Article 20. Violation of regulations on representative offices of securities trading organizations

1. A fine of VND 10,000,000 to VND 30,000,000 shall be imposed on organizations and individuals who fail to implement procedures for adjusting, amending, supplementing, reissuing the Certificate of Registration for Business Operations, terminating business operations of the representative office in accordance with the provisions.

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on organizations and individuals who commit any of the following acts:

a) The application dossier for issuing the Certificate of Registration for Business Operations of the representative office contains false information;

b) Operating the representative office without fully meeting the conditions stipulated by law, failing to register operations as prescribed, or operating without being issued the Certificate of Registration for Business Operations of the representative office;

c) Operating contrary to purpose; operating not in accordance with the contents in the Certificate of Registration for Business Operations;

d) Erasing, altering contents in the Certificate of Registration for Business Operations of the representative office, representing another organization, transferring the Certificate of Registration for Business Operations of the representative office to other organizations or individuals.

3. A fine of VND 70,000,000 to VND 90,000,000 shall be imposed on the representative office of a securities trading organization that engages in securities trading activities, manages capital and assets for investors, or manages capital and assets for foreign securities trading organizations in violation of the law on securities trading activities.

4. Additional forms of administrative punishment:

a) Suspension of the operation of the representative office for a maximum period of 45 days in cases of violations as stipulated in Clauses 2 and 3 of this Article;

b) Revocation of the Certificate of Registration for Business Operations of the representative office if the violation is not remedied within the suspension period as stipulated in point a of this Clause;

c) Confiscation of all illegal income derived from committing violations as stipulated in Clauses 2 and 3 of this Article.

Article 21. Violation of regulations on establishing a member fund

1. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed on the fund management company; organizations and individuals preparing, certifying the establishment dossier of a member fund containing false information.

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on the fund management company and organizations and individuals committing any of the following violations:

a) Failing to report on the establishment of a member fund as prescribed or establishing a member fund that does not meet the legal requirements;

b) Using mass media to advertise, solicit contributions, or conduct market research during the establishment of a member fund;

c) Increasing or decreasing the charter capital in violation of the regulations;

d) Failing to report or reporting untimely on risks and asset losses of the fund.

3. Measures to remedy consequences:

Order cancellation or correction of information.

Article 22. Violation of regulations on securities practice

1. A fine of VND 5,000,000 to VND 10,000,000 shall be imposed on securities companies, fund management companies, investment securities companies committing any of the following violations:

a) Failing to report or reporting untimely when changing securities practitioners;

b) Failing to allocate sufficient securities practitioners for each business activity as prescribed; allocating securities practitioners with certificates for unsuitable business activities according to the type of certificate granted by law or working at multiple specialized positions simultaneously;

2. A fine of VND 10,000,000 to VND 30,000,000 shall be imposed on securities companies, fund management companies, investment securities companies committing any of the following violations:

a) Allocating persons without a securities practitioner certificate to perform activities that require such a certificate according to the law;

b) Failing to change or transfer away from specialized positions those with securities practitioner certificates that have been revoked by competent authorities;

c) Failing to report or reporting untimely when discovering securities practitioners committing violations as stipulated in Clauses 3 and 4 of this Article.

3. A fine of VND 50,000,000 shall be imposed on securities practitioners committing any of the following violations:

a) Simultaneously working for another organization with ownership relations with the securities company or fund management company where they work;

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

c) Simultaneously serving as Director or General Director of an organization offering securities to the public or listed organization, except when such organization is a securities company;

d) Working at one securities company but opening a securities trading account at another securities company;

đ) Engaging in securities practice without working at a securities company, fund management company, or investment securities company, except as otherwise provided by law;

4. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on securities companies, securities company employees, and securities practitioners committing any of the following violations:

a) Lending money or securities from customer accounts or using customer securities as collateral or using customer accounts, money, or securities in customer accounts without written authorization from customers;

b) Lending or renting out securities practitioner certificates;

c) Erasing, altering securities practitioner certificates;

d) Changing the priority order of time when executing customer orders and securities company employee orders.

5. Additional forms of punishment:

a) Revocation of the license for establishment and operation of the securities company due to committing violations as stipulated in Clause 4 of this Article;

b) Revocation of the securities practitioner certificate due to committing violations as stipulated in Clauses 3 and 4 of this Article;

c) Confiscation of all illegal income derived from committing violations as stipulated in Clause 4 of this Article.

6. Measures to remedy consequences:

Compel compliance with the law on securities practice.

PART 6. VIOLATIONS OF REGULATIONS ON SECURITIES TRANSACTIONS

Article 23. Violations of regulations on transactions by founding shareholders, insider shareholders, major shareholders, persons authorized to disclose information, and transactions of fund certificates by related entities

1. A fine of from thirty million dong to fifty million dong shall be imposed on organizations, individuals, or groups of persons holding five percent or more of the voting shares of a public company who carry out transactions, including cases of giving, presenting, inheriting, transferring, or receiving the right to purchase additional issued shares, and other transactions as prescribed by law, or who fail to carry out transactions but have changes in the quantity of shares held exceeding one percent of the number of shares of the same type in circulation without reporting, or failing to report within the prescribed time limit to the public company, the State Securities Commission, and the Stock Exchange.

2. A fine of from thirty million dong to fifty million dong shall be imposed on founding shareholders, members of the Board of Directors, Supervisory Board, General Director or Managing Director, Deputy General Director or Deputy Managing Director, Chief Accountant, persons authorized to disclose information of listed organizations, organizations registered for trading; Founding Members, members of the Management Board of securities investment funds, members of the Board of Directors, Supervisory Board, Management Board of fund management companies, managers of public investment funds, persons authorized to disclose information of public investment funds, and related persons of these entities and organizations and individuals who commit one of the following violations:

a) Failing to report, reporting incompletely or inaccurately, or reporting not within the prescribed time limit before carrying out share transactions of listed organizations, their own fund certificate transactions, including cases of transferring shares outside the trading system at the Stock Exchange; failing to report or reporting not within the prescribed time limit about the results of carrying out transactions or about the failure to carry out such transactions;

b) Carrying out share transfers not in accordance with regulations.

3. A fine of from thirty million dong to fifty million dong shall be imposed on members of the Board of Directors, General Director or Managing Director, Deputy General Director or Deputy Managing Director, Chief Accountant, financial officers, accounting officers, and other managers in the corporate management structure of a public company who carry out buying and selling or selling and buying of the company's securities not within the prescribed time limit.

4. A fine of from fifty million dong to seventy million dong shall be imposed on organizations, individuals, and groups of persons becoming major shareholders of a public company who commit one of the following violations:

a) Becoming a major shareholder of a public company without reporting or reporting not within the prescribed time limit to the public company, the State Securities Commission, and the Stock Exchange where the company's shares are listed;

b) Reporting incomplete or inaccurate contents regarding ownership of major shareholders as prescribed;

c) Failing to submit or submitting not within the prescribed time limit reports to the public company, the State Securities Commission, and the Stock Exchange when there is a first change in the quantity of shares held making the organization, individual, or group of persons no longer a major shareholder.

5. Measures to remedy consequences:

Organizations and individuals violating Clause 2(b) and Article 3 of this provision must return all profits obtained to the public company.

Article 24. Violations concerning securities transactions and holding of shares by investors

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on individuals and organizations that commit any of the following violations:

a) Violating the ratio of foreign investor shareholding; violating the operational regulations of foreign investors in the Vietnamese securities market;

b) Violating the provisions on the ratio of equity capital or contribution capital of securities companies and fund management companies;

c) Using another person's name or changing the name for securities trading.

2. Additional forms of punishment:

Confiscate all unlawful proceeds obtained from committing the violations stipulated in Clause 1 of this Article.

3. Measures to remedy consequences:

Compel the transfer of shares to reduce the holding ratio in accordance with the prescribed regulations.

Article 25. Fraudulent acts in securities transactions

1. A fine of VND 500,000,000 shall be imposed on individuals and organizations that commit any of the following violations:

a) Directly or indirectly participating in fraudulent activities, creating false information or omitting necessary information causing serious misunderstanding affecting the issuance, listing, trading, business operations, investment in securities, and securities services;

b) Directly or indirectly participating in the dissemination of misleading information aimed at enticing or inciting the purchase or sale of securities, or failing to promptly and fully disclose information about events affecting the price of securities in the market.

2. Additional forms of punishment:

a) Confiscate all unlawful proceeds obtained from committing the violations stipulated in Clause 1 of this Article;

b) Revoke licenses, certificates in the field of securities and the securities market, and securities professional certificates due to committing the violations stipulated in Clause 1 of this Article.

3. Measures to remedy consequences:

Order cancellation or correction of information.

Article 26. Violations concerning internal trading in securities transactions

1. A fine of VND 150,000,000 to VND 200,000,000 shall be imposed on individuals and organizations that commit any of the following violations:

a) Using insider information to buy or sell securities for oneself or a third party;

b) Disclosing, providing insider information or advising a third party to buy or sell securities based on insider information.

2. Additional forms of punishment:

Confiscate all unlawful proceeds obtained from committing the violations stipulated in Clause 1 of this Article.

Article 27. Acts of manipulating securities prices

1. A fine of VND 200,000,000 to VND 300,000,000 shall be imposed on individuals and organizations that commit any of the following violations:

a) Colluding in securities transactions to create artificial supply and demand;

b) Trading securities through collusion, enticing others to continuously place buy or sell orders, significantly impacting supply and demand and the price of securities, thereby manipulating the price of securities;

c) Combining or using other methods to manipulate the price of securities.

2. Additional forms of punishment:

Confiscate all unlawful proceeds obtained from committing the violations stipulated in Clause 1 of this Article.

Article 28. Violations concerning public tender offers

1. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on organizations and individuals making a public tender offer who commit any of the following violations:

a) Directly or indirectly purchasing or committing to purchase shares being offered outside the tender offer period;

b) Selling or committing to sell shares being offered;

c) Treating holders of the same type of shares being offered unfairly;

d) Providing private information to some shareholders or providing information to shareholders at different levels or at different times;

đ) The time for implementing the public tender offer not complying with legal regulations;

e) Selling the purchased shares within six months from the end of the public tender offer period;

g) Not applying the terms of the public tender offer to all shareholders of the public company;

h) Refusing to purchase shares from any shareholder according to the terms of the public tender offer;

i) Purchasing shares under terms different from those announced in the public tender offer registration.

2. A fine of VND 70,000,000 to VND 100,000,000 shall be imposed on organizations and individuals who commit any of the following violations:

a) Not conducting a public tender offer as required or conducting a public tender offer without approval from the Securities Commission;

b) Not disclosing information as required for a public tender offer;

c) Changing the intention of a public tender offer already announced, except where otherwise provided by law.

3. Additional forms of punishment:

a) Suspend the public tender offer for a maximum of 45 days for violations stipulated in Clauses 1 and 2 of this Article;

b) Cancel the public tender offer if the violation is not rectified after the suspension period specified in point a of this clause.

4. Measures to remedy consequences:

Compel compliance with the legal regulations on public tender offers.

Article 29. Violations of regulations on repurchasing shares, selling treasury shares

1. A fine of from VND 10,000,000 to VND 30,000,000 shall be imposed on public companies, securities companies, fund management companies that commit one of the following violations:

a) Reporting inaccurately, incompletely, or untimely about share repurchase, sale of treasury shares, and transaction results as prescribed;

b) Announcing information inaccurately, incompletely, or untimely regarding share repurchase, sale of treasury shares, and transaction results as prescribed.

2. A fine of from VND 30,000,000 to VND 50,000,000 shall be imposed on public companies, securities companies, fund management companies that commit one of the following violations:

a) Repurchasing shares, selling treasury shares without reporting or announcing information as prescribed; conducting share repurchase, sale of treasury shares before meeting the required conditions as prescribed;

b) Not complying with the provisions on sources for repurchasing; the interval between the latest purchase and sale of treasury shares;

c) Conducting share repurchase when prohibited by law;

d) Changing intentions or plans for share repurchase, sale of treasury shares contrary to the reported and announced information; conducting share repurchase, sale of treasury shares not in accordance with the reported and announced information.

3. Additional forms of punishment:

Confiscate all unlawful proceeds derived from the violation stipulated in Clause 2 of this Article.

4. Measures to remedy consequences:

Order cancellation or correction of information.

Section 7. VIOLATIONS OF REGULATIONS ON REGISTRATION, SAFEKEEPING, NETTING AND SETTLEMENT OF SECURITIES, SUPERVISING BANKS, SAFEKEEPING BANKS

Article 30. Violations of regulations on registration of safekeeping activities

1. A fine of VND 30,000,000 shall be imposed on securities companies, commercial banks that fail to register as safekeeping members, branch safekeeping members, and securities safekeeping activities within the prescribed time limit.

2. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on securities companies, commercial banks that commit one of the following violations:

a) Preparing registration documents for securities safekeeping activities, branch securities safekeeping activities containing false information;

b) Engaging in securities safekeeping activities before fully meeting the prescribed conditions; engaging in securities safekeeping activities without being issued a Registration Certificate for Securities Safekeeping Activities or without the State Securities Commission's approval.

3. Additional forms of punishment:

a) Suspension of securities safekeeping activities for a maximum period of 90 days in cases of violation of the provisions of Clause 2 of this Article;

b) Revocation of the Registration Certificate for Securities Safekeeping Activities if the violation is not remedied within the suspension period specified in point a of this clause;

c) Confiscation of all unlawful proceeds derived from the violation stipulated in point b of Clause 2 of this Article.

Article 31. Violations of regulations on registration, safekeeping, netting and settlement of securities

1. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the Securities Depository Center, securities safekeeping members, payment banks that commit one of the following violations:

a) Organizing the registration, safekeeping, netting, and settlement of securities while not meeting the prescribed material and technical conditions for these activities;

b) Failing to establish complete operational procedures and risk management systems for each business according to the regulations;

c) Failing to provide timely, accurate lists of shareholders, stockholders, and related documents as required and consistent with current laws of public companies; failing to promptly announce customer rights related to deposited securities.

2. A fine of from VND 70,000,000 to VND 90,000,000 shall be imposed on the Securities Depository Center, securities safekeeping members, and employees of these organizations that commit one of the following violations:

a) Approving or revoking the status of a securities safekeeping member contrary to the regulations;

b) Violating the storage and retention system for securities, the registration, safekeeping, netting, and settlement system for securities;

c) Failing to separately manage customers' securities at the Securities Depository Center, securities safekeeping members from the assets of the Securities Depository Center, securities safekeeping members; failing to open detailed securities safekeeping accounts for each customer and separately manage assets for each customer.

3. A fine of from VND 100,000,000 to VND 120,000,000 shall be imposed on the Securities Depository Center, securities safekeeping members, and employees of these organizations that commit one of the following violations:

a) Violating the accounting regulations on securities safekeeping accounts, the time for settlement, transfer of ownership of securities, or falsifying, losing, or altering documents in settlement and transfer of ownership of securities;

b) Using customers' securities for the benefit of other organizations or individuals or for the benefit of the Securities Depository Center, securities safekeeping members;

c) Conducting securities transactions before the Securities Depository Center records them in the securities trading account of the member, except as otherwise provided by law;

d) Failing to implement measures to protect databases and retain original documents on registration, safekeeping, netting, and settlement of securities as prescribed;

đ) Violating the confidentiality system for customer securities safekeeping accounts.

4. Additional forms of administrative punishment:

a) Suspension of securities safekeeping activities for a maximum period of 90 days for securities safekeeping members violating the provisions of points a, b, d, and đ of Clause 3 of this Article;

b) Revocation of the Registration Certificate for Securities Safekeeping Activities if the violation is not remedied within the suspension period specified in point a of this clause;

c) Confiscation of all unlawful proceeds derived from the violation stipulated in Clause 3 of this Article.

5. Measures to remedy consequences:

Compel compliance with the legal regulations on registration, safekeeping, netting, and settlement of securities.

Article 32. Violations concerning the responsibilities of supervising banks and depositary banks

1. A fine of VND 30,000,000 to VND 50,000,000 shall be imposed on supervising banks and depositary banks that commit any of the following violations:

a) Failing to implement depositary services and separate assets of each fund and each entrusted client from the bank's assets in accordance with regulations;

b) Failing to fulfill fully and properly the obligations of supervising banks and depositary banks as stipulated in the supervision contract, depositary contract, fund charter, and other legal provisions;

c) Failing to establish and retain records and documents in accordance with regulations; failing to accurately and in detail reflect transactions of the company, investment funds, entrusted investors, and securities companies as required by regulations;

d) Failing to comply with reporting and information disclosure systems as prescribed by law and promptly report unusual issues in depositary and supervisory activities; failing to timely provide complete and accurate information to fund management companies, auditing organizations, and competent regulatory authorities as required by law;

đ) Failing to report to the State Securities Commission about members of the Board of Directors assigned to oversee depositary, registration, and securities settlement activities; failing to ensure that the service provision department for determining asset values has personnel holding valid auditing or accounting certificates as prescribed;

2. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on depositary banks that commit any of the following violations:

a) Implementing depositary services under conditions where physical infrastructure and technical facilities are not adequately ensured, and procedures for operations and risk management have not been established to fully meet legal obligations;

b) Conducting financial transactions, payments, and transfers of money and securities inaccurately and untimely as prescribed;

c) Misusing funds and assets of the fund and entrusted investors for purposes not in accordance with the fund charter, depositary contract, and current regulations;

d) Processing transactions that are inconsistent with the fund charter, entrustment contract, and depositary contract;

đ) Failing to promptly and accurately execute lawful orders or instructions from fund management companies, supervising banks, and rights arising from the performance of related ownership rights of the fund and entrusted investors;

e) Failing to fully, accurately, and promptly implement regulations regarding asset liquidation and handling remaining assets; failing to report necessary information to the State Securities Commission regarding the dissolution of the fund;

g) Violating obligations of depositary members;

3. A fine of VND 50,000,000 to VND 70,000,000 shall be imposed on supervising banks, board members, directors, deputy directors, general managers, deputy general managers, and professional staff who commit any of the following violations:

a) Being related parties or participating in managing or controlling fund management companies or having ownership relationships, capital contributions, shareholdings, loans, or lending to fund management companies and securities investment companies and vice versa;

b) Being counterparties in transactions involving assets of the fund and securities investment companies;

c) Failing to monitor the activities and investment restrictions of the fund carried out by the fund management company in accordance with legal provisions;

d) Failing to report to the State Securities Commission in a timely manner upon discovering errors or violations by the fund management company;

đ) Failing to promptly notify competent regulatory authorities about the supervising bank, board members, executives, and professional staff being related parties or having ownership relationships, capital contributions, shareholdings, loans, or lending to fund management companies and securities investment companies and vice versa;

e) Failing to separate operations, information technology systems, and reporting systems between the service provision department for determining net asset values, the monitoring function department, and the department responsible for establishing, retaining, and updating investor registers;

g) Failing to fully perform supervising bank responsibilities in reports related to fund assets and activities prepared by fund management companies; failing to confirm fund public asset reports, securities company asset reports, and net asset value determination reports prepared by fund management companies and securities companies accurately or without discrepancies;

4. Additional forms of administrative punishment:

a) Suspension of securities depositary activities for a maximum period of 30 days in cases of violation of Clause 2, Point c of this Article;

b) Revocation of the Registration Certificate for Securities Safekeeping Activities if the violation is not remedied within the suspension period specified in point a of this clause;

c) Confiscation of all unlawful revenues derived from committing violations stipulated in Clause 2, Point c, and Clause 3, Points a and b of this Article.

SECTION 8. VIOLATIONS OF INFORMATION DISCLOSURE AND REPORTING PROVISIONS

Article 33. Violations of information disclosure provisions

1. A warning or a fine of from VND 5,000,000 to VND 10,000,000 shall be imposed on issuers, public companies, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, Securities Exchange, Central Depository for Securities and individuals and organizations that commit any of the following violations:

a) Disclosing information not in accordance with prescribed forms.

b) Not registering authorized persons to disclose information; not notifying or not notifying within the prescribed time limit about changes in authorized persons to disclose information as prescribed.

2. A fine of from VND 10,000,000 to VND 30,000,000 shall be imposed on issuers, public companies, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, Securities Exchange, Central Depository for Securities and individuals and organizations that commit any of the following violations:

a) Organizing the disclosure of information on information dissemination means not in accordance with the provisions of the law;

b) The person disclosing information does not have the authority as prescribed by law;

c) Not establishing an electronic information website and updating disclosed information on such website as prescribed by law;

d) Not preserving and keeping disclosed information as prescribed by law.

3. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on issuers, public companies, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, Securities Exchange, Central Depository for Securities and individuals and organizations that commit any of the following violations:

a) Not disclosing information as prescribed or upon request; disclosing information not promptly or fully as prescribed;

b) Not confirming or correcting information or not doing so within the prescribed time limit when receiving information affecting the price of securities or when receiving a request to confirm or correct information from the State Securities Commission.

4. A fine of from VND 70,000,000 to VND 90,000,000 shall be imposed on issuers, public companies, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, Securities Exchange, Central Depository for Securities and individuals and organizations that commit any of the following violations:

a) Not disclosing information or not disclosing information promptly and fully when extraordinary events requiring disclosure occur as prescribed by law;

b) Disclosing false information;

c) Revealing confidential documents or data belonging to undisclosed or yet-to-be-disclosed information.

5. Measures to remedy consequences:

Order to revoke or correct the information.

Article 34. Violations of reporting provisions

1. A warning or a fine of from VND 5,000,000 to VND 10,000,000 shall be imposed on the Securities Exchange, Central Depository for Securities, public companies, issuers, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, supervisory banks and individuals and organizations that commit any of the following violations:

a) Not reporting to the State Securities Commission and the Securities Exchange on the contents of disclosed information as prescribed;

b) Reporting not in accordance with prescribed forms.

2. A fine of from VND 10,000,000 to VND 30,000,000 shall be imposed on the Securities Exchange, Central Depository for Securities, public companies, issuers, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, supervisory banks and individuals and organizations that commit any of the following violations:

a) Reporting not fully or not within the prescribed time limit as prescribed;

b) Not preserving and keeping reported information as prescribed by law.

3. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the Securities Exchange, Central Depository for Securities, public companies, issuers, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, supervisory banks and individuals and organizations that commit any of the following violations:

a) Not reporting as prescribed or not reporting upon request;

b) Reporting with false content.

4. A fine of from VND 70,000,000 to VND 90,000,000 shall be imposed on the Securities Exchange, Central Depository for Securities, public companies, issuers, listed organizations, organizations with trading registration, securities companies, fund management companies, investment securities companies, supervisory banks and individuals and organizations that commit any of the following violations:

a) Not reporting or not reporting promptly when extraordinary events seriously affecting financial capacity, trading activities, business operations, and securities services occur;

b) Ceasing operations without reporting.

5. Remedial measures:

Order to correct false information.

SECTION 9. VIOLATIONS OF AUDITING PROVISIONS FOR ISSUERS, LISTED ENTITIES AND SECURITIES BUSINESS ORGANIZATIONS

Article 35. Violations of auditing provisions for issuers, listed entities and securities business organizations

1. A fine of from VND 30,000,000 to VND 50,000,000 shall be imposed on the auditing organization and auditor who commit any of the following violations:

a) Failing to notify the issuer, listed entity, or securities business organization when discovering that these entities are not complying with laws and relevant regulations concerning audited financial statements and failing to recommend preventive and corrective measures during the audit process;

b) Failing to explain, provide information, or data related to the audit activities upon request of the State Securities Commission.

2. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on the auditing organization and auditor who commit any of the following violations:

a) Failing to include comments in the audit report regarding non-compliance issues of the audited entity that have not been addressed according to auditing standards;

b) Failing to notify, or notifying untimely, the audited entity and third parties as required by auditing standards; failing to report, or reporting untimely, to the State Securities Commission when there is suspicion or discovery of significant non-compliance by the audited entity with laws and relevant regulations concerning audited financial statements after issuing the audit report.

3. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed on the auditing organization and auditor who prepare an audit report that is not truthful, accurate, or complete with necessary information as prescribed.

4. Additional forms of administrative punishment:

The auditing organization and auditor shall be suspended or their approval to conduct audits revoked due to committing violations stipulated in Clauses 1, 2, and 3 of this Article.

SECTION 10. VIOLATIONS OF PROVISIONS ON INSPECTION AND EXAMINATION BY COMPETENT STATE AUTHORITIES

Article 36. Obstructing inspection and examination

1. A fine of from VND 30,000,000 to VND 50,000,000 shall be imposed on public companies, issuers, listed entities, securities companies, fund management companies, investment securities companies, supervisory banks, stock exchanges, securities depository centers, and other organizations and individuals related to securities activities and the securities market who commit any of the following violations:

a) Refusing to provide information or documents; providing incomplete or untimely information, documents, or electronic data to the inspection or examination team or authorized person;

b) Obstructing, creating difficulties, or evading inspection or examination by authorized persons;

c) Intentionally delaying, evading, or failing to comply with administrative decisions of authorized persons; failing to implement requests, conclusions, or decisions of the inspection or examination team.

2. A fine of from VND 50,000,000 to VND 70,000,000 shall be imposed on public companies, issuers, listed entities, securities companies, fund management companies, investment securities companies, supervisory banks, stock exchanges, securities depository centers, and other organizations and individuals related to securities activities and the securities market who obstruct inspection activities, use violence, or threaten members of the inspection or examination team while performing their duties.

3. A fine of from VND 70,000,000 to VND 100,000,000 shall be imposed on public companies, issuers, listed entities, securities companies, fund management companies, investment securities companies, supervisory banks, stock exchanges, securities depository centers, and other organizations and individuals related to securities activities and the securities market who commit any of the following violations:

a) Concealing, altering vouchers, documents, ledgers, or electronic data, or changing evidence while being inspected or examined;

b) Removing, disposing of, or taking other actions that change the condition of sealed money, securities, ledgers, files, accounting vouchers, or other sealed items or means.

4. Additional forms of administrative punishment:

Suspension of operations; revocation of licenses, certificates, or professional qualifications in the securities and securities market sector for organizations and individuals who commit violations stipulated in Clause 3 of this Article.

Chapter III

AUTHORITY AND PROCEDURES FOR IMPOSING ADMINISTRATIVE PENALTIES FOR VIOLATIONS

Article 37. Authority to impose administrative sanctions

1. The Director of the State Securities Commission Inspectorate has the authority:

a) To issue warnings;

b) To impose a maximum fine of VND 70,000,000.

2. The Chairman of the State Securities Commission has the authority:

a) To issue warnings;

b) To impose a maximum fine of VND 500,000,000;

c) For violations stipulated in Clause 3 of Article 7, Clause 5 of Article 8, and Clause 2 of Article 12 of this Decree, penalties shall be imposed according to current laws;

d) To apply additional penalties and remedial measures as prescribed in this Decree.

Article 38. Delegation to impose administrative penalties

1. Those persons authorized to impose administrative penalties as stipulated in Article 37 of this Decree may delegate their subordinates to impose administrative penalties within their authority. The delegation to impose administrative penalties must be carried out in writing and must clearly define the scope, content, and duration of the delegation.

2. Subordinates who are delegated to impose administrative penalties shall be responsible for their decisions on imposing administrative penalties before their superiors and the law. The person to whom the delegation is made shall not further delegate to any other individual.

Article 39. Suspension of administrative violations

Upon discovering an administrative violation, the person in charge of performing official duties must immediately issue a decision to suspend the administrative violation.

Article 40. Establishment of Administrative Violation Records

1. When discovering an administrative violation in the securities and securities market sector, the person in charge of performing official duties must promptly establish an administrative violation record.

2. The record must be established in at least two copies and must contain all signatures as prescribed in Clause 3, Article 55 of the Administrative Violations Handling Ordinance.

3. Once completed, the record must be handed over to the organization or individual committing the violation with one copy. If the violation exceeds the penalty-imposing authority of the person establishing the record, within three working days from the date of establishing the administrative violation record, the person establishing the record must submit the original administrative violation record and all related documents and files to the person authorized to impose penalties for the purpose of imposing penalties.

Article 41. Decision on Penalty

1. The penalty decision must be established in at least five copies according to the prescribed form (for warning penalties) and in at least six copies according to the prescribed form (for monetary penalties).

2. The deadline for issuing an administrative penalty decision is ten working days from the date of establishing the administrative violation record; for cases with many complex circumstances, the deadline for issuing an administrative penalty decision is thirty days from the date of establishing the administrative violation record.

3. In cases where additional time is needed to verify and collect evidence, no later than ten days before the deadline specified in Clause 2 of this Article, the person in charge must report in writing to their direct superior to request an extension. The extension must be in writing; the extended period shall not exceed thirty days. Beyond this deadline, the person authorized to impose penalties shall not have the right to issue a penalty decision; in such cases, measures to mitigate consequences as prescribed in this Decree may still be applied.

4. The penalty decision must be sent to the organization or individual subject to the penalty and the agency collecting the fine within three days from the date of issuing the penalty decision.

Article 42. Procedure for Imposing Fines

1. Cases involving fines must be implemented strictly in accordance with the procedures prescribed in Articles 40 and 41 of this Decree. Within ten working days from the date of receiving the administrative violation penalty decision, the organization or individual subject to the monetary penalty must pay the fine recorded in the penalty decision into the State Treasury and obtain a receipt for the fine payment. If the organization or individual subject to the penalty does not voluntarily comply with the penalty decision beyond this deadline, enforcement shall be compulsory.

2. Multiple payments of fines are applicable when all conditions are met and in accordance with the procedures prescribed in Article 27 of Government Decree No. 128/2008/NĐ-CP dated December 16, 2008, detailing the implementation of certain provisions of the Administrative Violations Handling Ordinance 2002 and the Ordinance amending and supplementing certain provisions of the Administrative Violations Handling Ordinance 2008.

Article 43. Procedures for suspending operations, revoking licenses, certificates, and securities practice certificates

1. The Chairman of the State Securities Commission has the authority to issue decisions to suspend operations, revoke licenses, certificates, and securities practice certificates.

2. When implementing the measure of suspending operations, the person authorized to impose penalties must clearly record it in the administrative violation penalty decision. In cases where only a specific business activity is suspended, the person authorized to impose penalties must clearly state in the administrative violation penalty decision the suspended business activity and the suspension period.

3. In cases of revoking licenses, certificates, and securities practice certificates, the administrative violation penalty decision must clearly state the name, type, number of the license, and number of the certificate. If only a specific or certain business activity is revoked, the person authorized to impose penalties must clearly state this in the administrative violation penalty decision.

4. Upon discovering that a license was issued beyond authority or contains content contrary to the law, the person authorized to impose penalties must immediately revoke it and inform the competent state agency issuing the license.

Article 44. Procedures for Confiscating Illegal Revenue

1. When confiscating illegal revenue resulting from the commission of administrative violations, the person authorized to impose penalties must prepare a record according to the prescribed form.

2. For revenue belonging to investors, it shall not be confiscated but the violator must be ordered to return it to the investor. The procedures for confiscating and handling illegal revenue resulting from the commission of administrative violations are carried out in accordance with Articles 60 and 61 of the Administrative Violations Handling Ordinance.

Article 45. Procedures for Compelling Delisting and Cancellation of Trading Registration

1. Compelling delisting and cancellation of trading registration is a supplementary penalty form implemented by the Stock Exchange.

2. The procedures for delisting and cancelling trading registration are carried out in accordance with the listing and trading regulations of the Stock Exchange.

Article 46. Procedures for Suspending and Cancelling Public Offering of Securities

1. When applying the supplementary penalty of suspending for a limited time or cancelling public offering of securities, the person authorized to impose penalties must clearly record it in the administrative violation penalty decision.

2. The procedures for suspending and cancelling public offering of securities are carried out in accordance with Articles 22 and 23 of the Securities Law.

Article 47. Decision to Compel Remediation of Consequences in Cases Where No Administrative Violation Penalty Decision Is Issued

1. In cases where the statute of limitations for imposing administrative violation penalties as stipulated in Article 4 of this Decree or the deadline for issuing an administrative violation penalty decision as stipulated in Article 41 of this Decree has expired, the authorized person may not issue a penalty decision, but can still decide to apply remedial measures.

2. The decision to compel remediation of consequences must be in writing in accordance with the prescribed form. The decision must clearly state: the date, month, year of the decision; the full name and position of the decision-maker; the full name, address, and occupation of the violator or the name and address of the violating organization; the administrative violation; related circumstances in resolving the violation; the article and clause of the applicable legal document; reasons for not applying a penalty form; remedial measures applied; the deadline for enforcing the remediation decision; signature of the decision-maker.

Article 48. Authority to issue enforcement decisions and organize enforcement of administrative penalty decisions

1. After ten days from the date of receiving the administrative penalty decision, if organizations or individuals do not voluntarily comply with the administrative penalty decision, the Chairman of the State Securities Commission shall have the authority to issue an enforcement decision for the administrative penalty decision and organize its enforcement.

2. If organizations or individuals who are subject to administrative penalties do not voluntarily comply with the administrative penalty decision, they will be enforced through the following measures:

a) Deducting part of the salary or income, deducting money from the bank account;

b) Seizing assets of equivalent value to the fine amount for auction;

c) Applying other enforcement measures to carry out the confiscation of objects and means used in the violation, and the total amount of income obtained from the implementation of the violation act.

3. Organizations or individuals subject to enforcement must strictly comply with the enforcement decision and bear all costs for organizing the enforcement decision.

4. State agencies, people's police forces, and People's Committees at all levels shall cooperate in organizing enforcement when requested by the authority issuing the enforcement decision for the administrative penalty decision as stipulated in Clause 1 of this Article.

Article 49. Publicizing information on penalties

Administrative penalty decisions in the securities and securities market sector shall be publicly announced on the electronic news website of the State Securities Commission.

Article 50. Issuing sample records and decisions for use in administrative penalties in the securities and securities market sector

1. Sample records and decisions for use in administrative penalties in the securities and securities market sector shall be issued based on Articles 46, 47, 48, 49, 54, 55, 55a, 56, 61, 71, 78, 87, and 96 of the Administrative Violations Handling Ordinance.

2. The Ministry of Finance shall specify the details of sample records and decisions for use in administrative penalties in the securities and securities market sector.

Chapter IV

SUPERVISION, INSPECTION IN ADMINISTRATIVE VIOLATION HANDLING, SETTLEMENT OF COMPLAINTS AND REPORTS ON ADMINISTRATIVE PENALTIES IN THE SECURITIES AND SECURITIES MARKET SECTOR

Article 51. Supervision and inspection in administrative penalty handling

The Minister of Finance shall be responsible for regularly supervising and inspecting the handling of administrative penalties in the securities and securities market sector within their jurisdiction; promptly settling complaints and reports related to administrative penalties involving the authority to impose penalties as stipulated in Article 37 of this Decree; dealing with those who commit errors in administrative penalty handling within their jurisdiction; and implementing reporting systems on administrative violations within their area of responsibility according to the requirements of competent authorities.

Article 52. Complaints, reports, and settlement of complaints and reports

The handling of complaints, reports, and settlement of complaints and reports regarding administrative penalty decisions in the securities and securities market sector shall be carried out in accordance with the laws on complaints and reports.

Chapter V

IMPLEMENTING PROVISIONS

Article 53. Implementation Organization

1. The Minister of Finance is responsible for guiding, inspecting, and supervising the implementation of this Decree.

2. In cases where new administrative violations arise in the securities sector, the Ministry of Finance shall decide on appropriate measures to address them in line with actual conditions and management requirements for the securities sector.

Article 54. Implementation Provisions

1. This Decree takes effect from September 20, 2010, and replaces Government Decree No. 36/2007/NĐ-CP dated March 8, 2007, on administrative penalties in the securities and securities market sector. Any administrative violations in the securities and securities market sector discovered after this Decree takes effect shall be handled according to the provisions of this Decree. All previous regulations that conflict with this Decree are hereby abolished.

2. Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of People's Committees of provinces and centrally administered cities are responsible for implementing this Decree./.