Decree No. 86/2016/NĐ-CP on conditions for investment and securities business

THE GOVERNMENT -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 86/2016/NĐ-CP	Hanoi, July 1, 2016

DECREE

REGULATIONS ON CONDITIONS FOR INVESTMENT AND SECURITIES BUSINESS

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Securities Law dated June 29, 2006 and the Law Amendingtransfer June 29 the 2006; Law Amending and Supplementing Certain Articles of the Securities Law;transfer dated October 24 the Law amending and supplementing certain articles of the Civil Servants Law and the Public Officials Law on November 25

Pursuant to the Investment Law dated November 26, 2014;

Pursuant to the Enterprise Law dated November 26, 2014;

at the proposal of the Minister of Finance;

The Government promulgates this Decree to stipulate Conditions for Investment, technical Securities Businesstransfer.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Decree stipulates Conditions for Investment, Securities Businesstransfer that organizations and individuals must meet when carrying out investment and business activities on the securities markettransfer Vietnam.

2. This Decree applies to securities companies,transferfund management companies, securities investment advisory firms,transferforeign securities business organizations' branches in Vietnam, depository members, trading members, settlement banks, supervisory banks, Stock Exchanges,transfer Vietnam Securities Depository and other agencies, organizations, and individuals related to the securities markettransfer1. A securities company is a business entity established and operating under securities lawstransfer to conduct one, several, or all of the following businesses: securities brokerage,transfer Vietnam.

Article 2. Interpretation of Terms

In this Decree, the following terms shall be understood as follows:

proprietary trading,transfer underwriting securities issuance,transfer securities investment advisory services,transferand providing financial services as prescribed by securities lawstransfer2. A fund management company is a business entity established and operating under securities lawstransferto conduct the following businesses: managing investment funds,transfer managing securities investment portfolios,transfer.

and providing securities investment advisory servicestransfer 3. Foreign securities business organizations include securities companiestransferand fund management companies established abroadtransfer 4. Branches of foreign securities companies,transfer.

fund management companies in Vietnam are dependent units of foreign securities companies,transfer fund management companies, without legal personality, and provide securities business servicestransfer in Vietnam

5. Margin trading is a transaction to purchase securitiestransferusing borrowed money from a securities company,transferwhere the purchased securities and other eligible margin securities of the customer are used as collateral for the loan mentioned abovetransfer 6. Day trading is a transaction to buy and sell the same type of securities

with the same volume, conducted on the same account and on the same trading daytransfer 7. A settlement bank is a bank providing payment services for securities transactionstransferon the Stock Exchangetransfer Article 3. General Provisions on Securities Investment and Business Activitiestransfer 1. When establishing and during the process of conducting investment and business activities on the securities market

of Vietnam, organizations and individuals must comply with and maintain the conditions stipulated in this Decree and other investment and business conditions for securitiestransfer prescribed in the Securities Law

and Government Decreestransfer 2. During the course of operations, if there are changes in business activities, name, place of business, charter capital, legal representative, or head of the securities business organization,transfer.

branch of a foreign securities business organization in Vietnam, or restructuring of a securities business organization,

in addition to complying with corporate law regulations, they must be approved by the Shareholders' Meeting, Board of Directors, Board of Members, or company owner according to securities law regulationstransfer and must register withtransfer the Statetransfer 3. Procedures and formalities for domestic and foreign organizations and individuals to conduct securities investment and business activities

on the securities markettransferof Vietnam shall be implemented in accordance with securities law regulationstransferof Vietnam shall be implemented in accordance with securities law regulationstransfer foreign organizations conducting business activities in Vietnam or reorganizing a business entity must, in addition to complying with corporate laws, obtain approval from the Shareholders' Meeting, Board of Directors, Board of Members, or the company's owner in accordance with securities regulations.transfer and must register withtransfer the State. of the National Assembly; Securitiestransfer The State.

3. Procedures and formalities for investment and securities trading activities on the securities market of domestic and foreign organizations and individuals shall be governed by existing securities laws and regulations and those proposed to be added.transfer on the securities markettransfer of domestic organizations and individuals and foreign entities in Vietnam shall be implemented in accordance with the provisions of securities lawtransfer.

Article 4. Conditions for foreign organizations to own 51% or more of the charter capital of securities trading organizations in Vietnam

Foreign organizations are allowed to own 51% or more of the charter capital of securities trading organizationstransfer in Vietnam when meeting the following conditions:

1. The provisions stipulated in Clause 6, 10, Article 71 of Decree No. 58/2012/ND-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain articles of the Securities Lawtransfer and the Law amending and supplementing certain articles of the Securities Lawtransfer (hereinafter referred to as Decree No. 58/2012/ND-CP) and Clause 21, 24, Article 1 of Decree No. 60/2015/ND-CP dated June 26, 2015 of the Government amending and supplementing certain articles of Decree No. 58/2012/ND-CP (hereinafter referred to as Decree No. 60/2015/ND-CP).

2. Being approved by the Shareholders' Meeting, Board of Directors, or owner of the foreign organization through purchasing shares or contributing capital to own 51% or more of the charter capital of the securities tradingtransfer 6. Day trading is a transaction to buy and sell the same type of securities

3. Being approved by the Shareholders' Meeting, Board of Directors, or owner of the securities tradingtransfer organization in Vietnam through allowing the foreign organization to purchase shares or contribute capital to own 51% or more of the charter capital, except in cases where the foreign organization implements a public tender offer in accordance with the laws on securitiestransfer.

4. Only using own capital and other lawful sources of capital to purchase shares or contribute capital and not falling under the restricted ownership cases as prescribed in Point c, Clause 7 and Point c, Clause 8, Article 71 of Decree No. 58/2012/ND-CP.

5. The most recent annual financial report of the organization foreign organization (or the most recent consolidated annual financial report in case organization the foreign organization is a parent company) prepared and audited in accordance with the laws of the foreign country in compliance with international accounting and auditing standards.

Chapter II

CONDITIONS FOR INVESTMENT AND BUSINESS OF SECURITIES COMPANIES

Article 5. Conditions for issuing a License to establish and operate a securities company

1. Conditions regarding office premises, facilities, equipment:

a) Having office premises ensuring the operation of securities tradingtransfer;

b) Having sufficient facilities, technical equipment, office equipment, computer systems, software serving investment analysis, risk management, record keeping, document preservation activities, and security equipment for the company's office premises according to the guidelines of the Ministry of Finance. For the underwriting issuance business,transfer 4. Branches of foreign securities companies,transfer it does not need to meet the condition of equipment provision.

2. Capital conditions:

The contributed capital at the time of establishment of the company must be at least equal to the statutory capital as prescribed in Clause 1, 2, Article 71 of Decree No. 58/2012/ND-CP.

3. Human resources conditions:

Having a proposed list of company personnel, including at least three qualified securities professionalstransfer for each business activity requested for permission to establish and operate. There must be a General Director (Director) of the securities companytransfer who must meet the following criteria:

a) Having full civil capacity, not being currently pursued for criminal responsibility or serving a prison sentence or prohibited from engaging in business operations under the law;

b) Having at least three years of work experience in financial, banking, securities departments or in financial, accounting, investment departments of other enterprises and having at least three years of management experience;

c) Holding a Financial Analysis Practice Certificate or a Fund Management Practice Certificate;

d) Not having been penalized under the Securities Law and the Securities Market Law within the last twelve months prior to the submission of the application;

đ) Not having previously committed violations as prescribed in Point b, Clause 1, Article 80 of the Securities Law.

4. Conditions regarding shareholders and capital contributors:

The shareholder structure and capital contributors must comply with the provisions stipulated in Clause 5, 6, 7, and 10, Article 71 of Decree No. 58/2012/ND-CP, the provisions for foreign investors in Clause 21, 24, Article 1 of Decree No. 60/2015/ND-CP, and must ensure:

a) At the time of registration for establishment, participating organizations must not have accumulated losses on the most recent annual financial report that has been audited and the most recent semi-annual financial report that has been reviewed (if available);

b) In the case of a securities companytransfer established as a limited liability company with one member, the owner must be a commercial bank, insurance company, or a foreign organization complying with the provisions of Article 4 of this Decree.

Article 6. Additional Business Conditions for Securities Trading Activities of Securities Companies

Securities companiestransfer may be granted additional securities trading activitiestransfer after being of the National Assembly; Securitiestransfer approved by the State if they meet the following conditions:

1. The provisions set forth in Clauses 1, 2, and 3 of Article 5 of this Decree regarding existing securities trading activities and proposed additional activities.transfer already established and proposed new business operations.

2. Not in a state of being under control, special control, or suspension of operations within the last three months prior to the submission of the registration application.

Article 7. Conditions for Reorganizing Securities Companies

Securities companiestransfer may be merged, consolidated, or converted into another type of enterprise when meeting the following conditions:

1. The company formed after reorganization must comply with the provisions set forth in Clauses 1, 2, and 3 of Article 5 of this Decree. In the case where the company after reorganization is a limited liability company with one member, the owner must comply with the provisions set forth in Point b Clause 4 of Article 5 of this Decree.transfer If after reorganization it becomes a limited liability company with one member, the owner must comply with the provisions set out in Point b, Clause 4, Article 5 of this Decree.

2. In cases where the reorganization of the company is combined with private placement, public offering, or transactions that require of the National Assembly; Securitiestransfer State approval, it must ensure compliance with the relevant laws. (at the section) in accordance with relevant laws.

3. Comply with the conditions stipulated by the laws on competition and other relevant laws concerning the reorganization of enterprises.

Article 8. Conditions for Registering to Provide Margin Trading Services, Day Trading Services, Securities Derivatives Trading, Settlement, and Transaction Settlement Services

proprietary trading,transfer can conduct margin trading after of the National Assembly; Securitiestransfer obtaining State approval based on meeting the following conditions:

a) Having been licensed to carry out brokerage activitiestransfer and having the Board of Directors or the Board of Members or the owner of the securities companytransfer approve the implementation of margin trading;

b) Being a member of the Stock Exchange, Vietnam Securities Depository, and not currently in a state of warning, control, special control, suspension of operations, merger, consolidation, dissolution, bankruptcy;

c) Not having accumulated losses equal to or greater than 50% of the charter capital as reported in the most recent audited annual financial statement or reviewed semi-annual financial statement, ensuring that the period does not exceed six months from the date of registering to provide margin trading services. The audit opinion at the most recent annual financial statement and reviewed semi-annual financial statement must be an unqualified opinion;

d) The ratio of total debt to equity does not exceed three times, the equity must not be lower than the statutory capital, and all reserve accounts must be fully established;

đ) The available capital ratio must reach a minimum of 180% continuously for the last twelve months up to the date of registering to provide margin trading services;

e) Having a trading system serving margin trading, monitoring margin trading accounts; a system to manage transaction deposits separately for each investor at banks; business procedures and risk management and control procedures for margin trading.transfer segregated to each investor at the bank; operational procedures and risk management, transaction control processes.

2. The registration dossier for providing margin trading services includes:

a) Original Application for Providing Margin Trading Services;

b) Copy of the Resolution of the Board of Directors or the Board of Members or the owner of the securities companytransfer approving the implementation of margin trading;

c) Original description of the trading system serving margin trading, monitoring margin trading accounts, including the system and software systems;Public Key Cryptography Standard (PKCS#1)software systems;

d) Business procedures for margin trading and Risk Management and Control Procedures for margin trading.

3. The dossier as stipulated in Clause 2 of this Article shall be prepared in one copy accompanied by an electronic file and submitted directly or through postal service to of the National Assembly; Securitiestransfer the State. Within fifteen working days from the date of receiving a complete dossier, of the National Assembly; Securitiestransfer the State will issue a document approving the securities companytransfer to conduct margin trading. If rejected, of the National Assembly; Securitiestransfer the State will issue a document responding to the securities companytransfer and clearly stating the reasons.

4. Securities companiestransfer may provide day trading services to customers after of the National Assembly; Securitiestransfer obtaining State approval based on meeting the following conditions:

a) Having been fully licensed for all securities trading activities and having the Board of Directors or the Board of Members or the owner of the company approve the provision of day trading services;

b) Meeting the requirements set forth in Points b, c, and d of Clause 1 of this Article;

c) Having infrastructure and a trading system serving day trading, a system managing and supervising day trading activities on customer accounts; business procedures and risk management procedures for day trading; a system to manage transaction deposits separately for each investor at banks;

d) The available capital ratio must reach a minimum of 220% continuously for the last twelve months up to the date of registering to provide day trading services.

5. Organizations engaged in securitiestransfer may provide securities derivatives trading services when meeting the following conditions:transfer derivative transactions when meeting the following conditions:

a) The provisions set forth in Clause 1 of Article 4 of Decree No. 42/2015/ND-CP dated May 5, 2015 of the Government on securitiestransfer derivatives and the securitiestransfer derivatives market (hereinafter referred to as Decree No. 42/2015/ND-CP);

b) Fully establishing all reserve accounts as required and not having losses in the last two years; the available capital ratio must reach a minimum of 220% continuously for the last twelve months before the month of submitting the application;

c) The opinion of the auditing organization must be an unqualified opinion in the most recent audited annual financial report and reviewed semi-annual financial report (if any). year of the most recent fiscal year and the most recent interim financial report (if available) must have been reviewed and accepted in full.

6. Securities companiestransfer, commercial banks, foreign bank branches may provide settlement and transaction settlement services for securitiestransfer derivative transactions when meeting the following conditions:

a) The provisions set forth in Clause 2 of Article 4 of Decree No. 42/2015/ND-CP and Point c Clause 5 of this Article;

b) For securities companiestransfer: Fully establishing all reserve accounts as required and not having losses in the last two years, the available capital ratio must reach a minimum of 260% continuously for the last twelve months before the month of submitting the application;

c) For commercial banks, foreign bank branches: Meeting the capital adequacy requirements as stipulated by banking laws for the last twelve months before the month of submitting the application.

Article 9. Conditions for Establishing and Supplementing Business Operations of Branches and Trading Offices of Securities Companies

proprietary trading,transfer To establish a branch, the following conditions must be met:

a) Maintaining the current business license conditions for the headquarters and existing branches and trading offices (if any);

b) At the time of establishing the branch, not being placed under control, special control, or suspension of operations as prescribed by law; status under special supervision, suspension of operations as prescribed by law;

c) Not having been administratively penalized within six months prior to the time when the State receives the application documents for establishing the branch;transfer The maximum fine amount in the securities sectortransfer within six months from the date the State receives the application to establish a branch. of the National Assembly; Securitiestransfer The State receives the application dossier for establishing a branch.

d) Having a branch office and equipment necessary for securities business operations authorized at the branch according to Point b Clause 1 Article 5 of this Decree;transfer e) The branch manager must meet the standards stipulated in Points a and d Clause 3 Article 5 of this Decree, hold a valid securities professional certificate appropriate to the securities business activities conducted by the branch, have at least two years of specialized experience in finance, banking, or securities, and at least one year of management experience; there must be at least two securities professionals suitable for each business activity carried out at the branch;

f) The securities company may supplement business operations at the branch when meeting the following conditions:transfer consistent with the business activities that the branch will undertake, having expertise in finance, banking, and securities; having at least two years of experience and at least one year of management experience; having at least two securities professionals.transfer 2. A securities company may add business activities at its branch if it meets the following conditions:transfer g) The securities company must meet the conditions specified in Points a, d, and e Clause 1 of this Article for existing securities business operations and proposed supplementary business operations;

existing and proposed new activities.transfer b) Not in a state of being supervised, subject to special supervision, or suspended operations within three months from the date of submitting the application.

h) Not being in a state of control, special control, or suspension of operations within three months from the date of submitting the application documents;transfer establishing a securities trading office must meet the following conditions:

b) Having a headquarters and equipment to support securities trading activities.

i) When establishing a trading office, the securities company must meet the following conditions:transfer c) Having at least two securities professionals.

j) At the time of establishing the trading office, meeting the conditions stipulated in Points a, b, and c Clause 1 of this Article;

d) The location of the securities trading office must be within the province or centrally-administered city where the securities company is located.transfer;

The State will inspect physical facilities and headquarters for branches of foreign securities companies planning to conduct brokerage activities.transfer k) Having a trading office location and equipment necessary for supporting securities business operations;

d) The location of the trading room within the province or centrally governed city where the securities company is located.transfer l) Having at least two securities professionals working at the proposed trading office;

4. of the National Assembly; Securitiestransfer The State conducts inspections of physical facilities and headquarters for the branch of the securities companytransfer that intends to carry out brokerage securitiestransferand providing financial services as prescribed by securities lawstransfer m) The location of the trading office must be within the province or centrally administered city where the securities company's headquarters or branch is located;

Article 10. Conditions, Documents, and Procedures for Establishing and Operating Branches of Foreign Securities Companies in Vietnam

proprietary trading,transfer A foreign securities company can only establish one branch in Vietnam if it meets the following conditions:

n) The State shall conduct inspections of physical facilities and office locations for foreign securities company branches planning to carry out brokerage securities business or trading offices before approving them;

b) Having minimum capital allocated to the branch equivalent to the statutory capital as stipulated in Clause 1 and 2, Article 71 of Decree 58/2012/NĐ-CP for securities trading activities.transfer registering operations for the branch in Vietnam.

o) Foreign companies may only establish one branch in Vietnam if they meet the following conditions:transfer the validity period of the license issued by the foreign country (if applicable) must be at least five years.

p) Legally operating, not currently undergoing merger, consolidation, division, spin-off, dissolution, or bankruptcy; permitted to conduct the proposed securities business operations for the branch in Vietnam; the securities regulatory authority in the home country has signed bilateral or multilateral agreements with the Vietnam Securities Commission regarding information exchange, cooperative management, inspection, and supervision of securities activities and the securities market;transfer consistent consistent with Vietnamese law.

q) Having capital allocated to the branch at least equal to the statutory capital as stipulated in Clauses 1 and 2 Article 71 of Decree 58/2012/ND-CP for the proposed securities business operations for the branch in Vietnam;transfer in Vietnam.

r) The validity period of the foreign securities company's license (if applicable) must be at least five years;transfer approval from the foreign securities company regarding the establishment of a branch in Vietnam.

s) Having risk management procedures and organizational procedures for conducting securities business operations in compliance with Vietnamese law;

2. The branch of a foreign securities company must comply with the same requirements as a domestic securities company.transfer t) Not being a shareholder, contributor, or together with related parties owning directly or through proxy more than 5% of the charter capital of a domestic securities company;transfer business as it does for a securities companytransferu) Approval by the competent authority within the foreign securities company for establishing a branch in Vietnam;transfer customer accounts and opening securities trading accounts.transfer v) The proposed branch in Vietnam must comply with the provisions of Clauses 1 and 3 Article 5 of this Decree;

3. Documents for requesting a License to Establish and Operate a Branch of a Foreign Securities Company in Vietnam include:transfer w) Documents for requesting issuance of a permit for establishment and operation of a branch of a foreign securities company in Vietnam include:

a) Original Application for a License to Establish and Operate a Branch of a Foreign Securities Company signed by the foreign securities company.transfer x) Original Application for Issuance of Permit for Establishment and Operation of a Branch of a Foreign Securities Company in Vietnam signed by an authorized representative of the foreign securities company;transfer the foreign securities company and the capital allocation decision of the securities company.

y) Copies of the Articles of Association of the foreign securities company and the decision on capital allocation by the foreign securities company to the branch in Vietnam;transfer c) Copy of the License to Establish and Operate the foreign securities company.transfer z) Copies of the Permit for Establishment and Operation of the foreign securities company or equivalent documents issued by the competent authority in the home country;

d) Confirmation from the competent authority in the foreign country where the foreign securities company is registered.transfer aa) Confirmation from the competent authority in the foreign country where the foreign securities company is headquartered that the foreign securities company is not currently under control, special control, or other warning status, except as otherwise provided by foreign law;

e) Copy of the Financial Statements of the foreign securities company (or consolidated financial statements of the most recent fiscal year if the foreign securities company is part of a group).transfer bb) Financial statements of the most recent fiscal year of the foreign securities company (or consolidated financial statements of the most recent fiscal year if the foreign securities company is a parent company), prepared and audited in accordance with foreign law and international accounting and auditing standards;transfer f) Original Minutes of Meetings (if any) and Resolutions of the Shareholders' Meeting, Board of Directors, or Board of Members, or the Decision of the Owner or authorized representative as stipulated in the Articles of Association of the foreign securities company.

cc) Copies of Minutes (if any) and Resolutions of the Shareholders' Meeting, Board of Directors, or Management Board, or Decisions of the owner or authorized representatives as stipulated in the Articles of Association of the foreign securities company regarding the establishment of a branch in Vietnam;transfer g) Original list of Branch Managers appointed and key staff proposed by the competent authority of the foreign securities company, accompanied by personal files, criminal background checks not older than six months from the submission date, and other documents proving that the Branch Manager and key staff meet the personnel requirements for establishing a branch.transfer dd) Original list of appointed branch managers and proposed staff members signed by the competent authority of the foreign securities company, accompanied by personal files, criminal records issued within six months of the submission date, and other documents proving that the branch manager and securities professionals meet the personnel requirements for establishing the branch;

h) Original description of the physical facilities provided for the branch headquarters, along with copies of lease contracts or principles of leasing the branch headquarters, and documents confirming ownership, usage rights, or leasing authority of the landlord.transfer ee) Original description of physical facilities and equipment for the branch office, along with copies of lease contracts or principle lease agreements for the branch office, and documents confirming ownership, usage rights, or leasing authority of the lessor.

foreign securities companies in Vietnam may add securities trading activities if they meet the following conditions:transfer a) Provisions set out in Points a, c, and d, Clause 1, of this Article.

b) Not in a state of being supervised, subject to special supervision, or suspended operations within three months from the date of submitting the application.

i) Risk management rules, procedures for organizing the implementation of business operations Installation 4. The dossier prescribed in Clause 3 of this Article shall be established in one set in Vietnamese accompanied by an electronic information file. Such dossier shall be submitted directly at the headquarters or sent through postal service. In case the documents and materials in the dossier are established in a foreign language, they must be legalized by consular authorities and translated into Vietnamese; the translation must be notarized and certified by the signature of the translator in accordance with the provisions of the law.transfer.

Within twenty days from the date of receipt of the dossier as prescribed in Clause 3 of this Article, of the National Assembly; Securitiestransfer the State shall issue a document requesting the foreign securities company to amend,

the dossier in cases where the dossier is incomplete or invalid, or notify the foreign securities company to complete the material conditions, human resources, and the frozen capital granted to the branch in cases where the dossier is complete and valid. The foreign securities company may use the granted capital of the branch to invest in infrastructure. The remaining granted capital must be frozen on the account of a commercial bank as designated by of the National Assembly; Securitiestransfer the State and released and transferred to the branch's account immediately upon the effectiveness of the Branch Establishment and Operation License.transfer Within six months from the date MANAGEMENT AND USE OF DEPOSITS AT THE ENVIRONMENT PROTECTION FUND the State issuestransfer a decision on the dossier requesting issuance of the Branch Establishment and Operation License, the foreign securities company must supplement the dossier in compliance with the regulations. After such period, if the foreign securities company does not amend, supplement the documents, complete the dossier, or provide sufficient explanations as required,transfer the State has the right to refuse issuance of the Branch Establishment and Operation License. of the National Assembly; Securitiestransfer If the foreign securities company plans to conduct brokerage business,

the State shall make a decision to approve before issuing the license. of the National Assembly; Securitiestransfer Within seven days from the date of receipt of the confirmation of capital freezing, the inspection report on infrastructure, and other valid documents as prescribed in Clause 3 of this Article, a written notice the State shall issue the Branch Establishment and Operation License in Vietnam for the foreign securities company. In case of refusal,transfer the State shall reply in writing and specify the reasons.transfer Within thirty days from the date the Branch Establishment and Operation License becomes effective, the foreign securities company must apply for a seal with the police authority, publish the Branch Establishment and Operation License on a permitted newspaper or online publication in Vietnam for three consecutive issues. of the National Assembly; Securitiestransfer Within fifteen days from the date of commencement of operations, the branch of the foreign securities company in Vietnam must submit

5. of the National Assembly; Securitiestransfer The State conducts inspections of physical facilities and headquarters for the branch of the securities companytransfer the State a notification of the start date of operations and documents proving that the foreign organization has completed the procedures as prescribed in Clause 7 of this Article.transferand providing financial services as prescribed by securities lawstransfer The branch of the foreign securities company in Vietnam may be supplemented with additional securities business activities when meeting the following conditions:

a) As stipulated in Point a, c, and d of Clause 1 of this Article; of the National Assembly; Securitiestransfer b) Not in a state of being under control, special control, or suspension of operations within three months from the date of submission of the dossier;transfer c) As stipulated in Clause 1, 2, and 3 of Article 5 of this Decree regarding existing and proposed securities business activities. of the National Assembly; Securitiestransfer The branch of the foreign securities company in Vietnam must request

the State to adjust the Branch Establishment and Operation License in cases of adding or reducing the branch’s business activities; changing the General Manager, name, location of the branch, main office location of the business organization, registered business address of the securities company,transfer foreign, legal status, or changes related to the division, merger, or consolidation of the securities company.

From the date of issuance of the Branch Establishment and Operation License, the branch of the foreign securities company in Vietnam must fulfill reporting obligations,transfer disclose information, and comply with relevant regulations on organization, operation, and financial safety as applied to securities companies. of the National Assembly; Securitiestransfer The branch of the foreign securities company in Vietnam may be dissolved after obtaining

the State's approval. Dissolution procedures, documents, and processes shall be applied as for a limited liability company.transfer c) Provisions set out in Clauses 1, 2, and 3, Article 5 of this Decree for existing and proposed securities trading activities.transfer when meeting the following Conditions:

a) As stipulated in Point a, c and d Clause 1 of this Article;

foreign securities companies in Vietnam must request the State to amend the License to Establish and Operate the branch in cases of adding or reducing business activities of the branch; changing the Branch Manager, name, location of the branch, or the headquarters location of the securities company; changes in the legal status or related to the division, merger, or consolidation of the securities company.

c) As stipulated in Clauses 1, 2 and 3 of Article 5 of this Decree for existing and proposed securitiestransfer business operations MANAGEMENT AND USE OF DEPOSITS AT THE ENVIRONMENT PROTECTION FUND.

10. From the date of issuance of the License to Establish and Operate, the branch of a foreign securities company in Vietnam must fulfill reporting obligations, disclose information, and comply with relevant regulations on organization, operation, and financial safety as applied to domestic securities companies.transfer foreign companies operating in Vietnam must request of the National Assembly; Securitiestransfer The State to amend the License for establishment and operation of the branch in cases of supplementing, reducing the scope of business activities of the branch; changing the Branch Manager, name, location of the branch, headquarters location of the foreign securities business organizationtransfer The dissolution procedures apply as for a limited liability company with one member.transfer foreign company, legal status or changes related to the division, merger, consolidation of the securities companytransfer foreign company.

11. After obtaining the License to Establish and Operate, the branch of a foreign securities company in Vietnam must perform reporting obligations, disclose information, and comply with relevant regulations on organization, operation, and financial safety as applied to domestic securities companies.transfer foreign companies operating in Vietnam must fulfill reporting obligations, person disclose information and comply with relevant regulations regarding organizational structure, operations, financial safety as applied to securities companiestransfer.

12. The branch of a foreign securities company in Vietnam may be dissolved after receiving approval from the State. Dissolution procedures, documents, and processes apply as for a limited liability company with one member.transfer foreign companies operating in Vietnam may be dissolved after obtaining of the National Assembly; Securitiestransfer State approval. Dissolution procedures and requirements apply as for a securities companytransfer which is a limited liability company with one member.

Chapter III

INVESTMENT AND BUSINESS CONDITIONS FOR FUNDS MANAGEMENT COMPANIES AND SECURITIES INVESTMENT COMPANIES

Article 11. Conditions for Issuing a License to Establish and Operate a Funds Management Company

1. Conditions regarding office premises, facilities, and equipment:

Comply with the conditions stipulated in Clause 1, Article 5 of this Decree.

2. Capital conditions:

The minimum capital contribution at the time of company establishment must be equal to the statutory capital as prescribed in Clause 3, Article 71 of Decree No. 58/2012/NĐ-CP.

3. Human resources conditions:

Have a proposed list of company personnel, including at least five employees holding a securities management license. There Total shall be a Director (Director), Deputy General Manager (Deputy Director) responsible for operations (if any), and they must meet the following criteria:

a) As specified in Point a, d, and đ Clause 3, Article 5 of this Decree;

b) At least five years of experience in operational departments of financial organizations in the fields of finance, banking, insurance, or in the financial, accounting, and investment departments of other enterprises;

c) Hold a securities management license or possess one of the following international qualifications:

- A securities asset management license from countries that are members of the Organization for Economic Cooperation and Development (OECD); or

- Passed the Chartered Financial Analyst (CFA) Level II or Certified International Investment Analyst (CIIA) Level II international certification examination;

d) Except in cases where they are assigned to manage and operate organizations receiving investment capital from funds, entrusted clients, or securities practitioners, they may not concurrently serve as full-time employees of other economic organizations.

4. Conditions regarding shareholders and capital contributors:

The shareholder structure and conditions for capital contributors must comply with the provisions of Clause 5, 6, 8, and 10, Article 71 of Decree No. 58/2012/NĐ-CP, the regulations concerning foreign investors in Clause 21 and 24, Article 1 of Decree No. 60/2015/NĐ-CP, and ensure compliance with Point a, Clause 4, Article 5 of this Decree. In the case of a funds management company organized under the form of a limited liability company with one member, the owner must be a commercial bank, an insurance enterprise, a securities company,transfer or an organization from abroad meeting the requirements stipulated in Article 4 of this Decree.

Article 12. Conditions for Amending and Supplementing the License to Establish and Operate a Funds Management Company

1. A funds management company supplementing the business of providing securities investment advisory services must meet the following conditions:

a) Not in a state of being placed under control, special control, or suspension of activities within three months prior to the submission of the application;

b) Comply stipulating with Clause 1, Article 3 of this Decree and have net assets not less than the statutory amount;

c) Have at least one employee in the investment advisory department to advise clients. Employees in the investment advisory department must meet the requirements stipulated in Point a, d, Clause 3, Article 11 of this Decree, hold a securities management license,transfer or meet the requirements stipulated in Point c, Clause 3, Article 11 of this Decree and may not concurrently work in fund management, asset management, investment departments, and departments executing transactions on behalf of funds and entrusted clients.

2. A funds management company may change its corporate form when:

a) The company formed after the change must meet the conditions stipulated in Clause 1, 2, and 3, Article 11 and Clause 2, Article 7 of this Decree;

b) In the case where the company formed after the change is organized under the form of a limited liability company with one member, the owner must be a commercial bank, an insurance enterprise, a securities company,transfer or an organization from abroad meeting the requirements stipulated in Article 4 of this Decree.

3. A funds management company may merge or consolidate with another funds management company when:

a) The company formed after the merger or consolidation must meet the conditions stipulated in Clause 1, 2, and 3, Article 11 and Clause 2, Article 7 of this Decree;

b) Comply with the conditions prescribed by laws on competition and other relevant laws related to mergers and consolidations.

Article 13. Conditions for establishing a branch of a fund management company

1. Except for the trust asset management business, a branch of a fund management company may provide investment advisory services and other activities as authorized by the fund management company, provided that the fund management company establishing a branch must meet the following conditions:transfer and other activities according to the allocation |||, of authority The fund management company establishing a branch must meet the following conditions:

a) Having a headquarters and equipment meeting the requirements set out in Clause 1, Article 11 of this Decree and the provisions at Point b and c, Clause 1, Article 9 of this Decree;

b) The branch manager must comply with the provisions of Clause 3, Article 11 of this Decree and have at least one employee meeting the requirements at Point a and d, Clause 3, Article 11 of this Decree, holding a professional certificate in securities business or complying with the provisions at Point c, Clause 3, Article 11 of this Decree; stipulating at Point a, d, Clause 3, Article 11 of this Decree, holding a securities business license or meeting the provisions set out in Point c, Clause 3, Article 11 of this Decree.transfer or meeting the requirements set forth in Point c Clause 3 of Article 11 of this Decree;

c) Complying with the provisions of Clause 1, Article 3 of this Decree and having a minimum capital equal to the statutory capital.

2. Conditions for foreign organizations engaged in fund management to establish branches in Vietnam:transfer foreign securities companies with fund management activities may establish branches in Vietnam:

a) Not currently undergoing merger, consolidation, division, spin-off, dissolution, or bankruptcy;

b) Meeting the requirements stipulated in Clause 3, Article 74 of Decree No. 58/2012/NĐ-CP;

c) Providing the branch with a minimum capital equal to the statutory capital as prescribed in Clause 3, Article 71 of Decree No. 58/2012/NĐ-CP;

d) Meeting the requirements stipulated in Clause 1 and 3, Article 11 of this Decree.

Article 14. Conditions for issuing and adjusting the License for establishment and operation of a securities investment company

1. Conditions for issuing a License for the establishment and operation of a publicly traded securities investment company and a real estate securities investment company shall be implemented according to the provisions of Article 79 of Decree No. 58/2012/NĐ-CP. Conditions for issuing a License for the establishment and operation of a single securities investment company shall be implemented according to the provisions of Article 87 of Decree No. 58/2012/NĐ-CP.transfer public companies, investment securities companies.transfer real estate shall be carried out in accordance with the provisions of Article 79 of Decree No. 58/2012/NĐ-CP. The conditions for issuing a License to establish and operate an investment fund company shall be implemented in accordance with the provisions of Article 87 of Decree No. 58/2012/NĐ-CP.transfer individually shall be carried out in accordance with the provisions of Article 87 of Decree No. 58/2012/NĐ-CP.

2. Any change in name, change in fund management company, change in depositary bank, or supervisory bank of a securities investment company must be approved by the Shareholders' General Meeting of the company before being approved by the State.transfer must be approved by the General Meeting of Shareholders of the company before being of the National Assembly; Securitiestransfer approved by the State.

3. Conditions for the merger or consolidation of a securities investment company:transfer:

a) The merger or consolidation; the merger or consolidation plan; the merger or consolidation contract must be approved by the Shareholders' General Meeting;

b) In cases where stock exchange combined with cash payment, the shareholders of the company being consolidated will not receive more than 10% of the net asset value per share on the date of consolidation;

c) In cases of consolidating single securities investment companies, the company formed after the consolidation must meet the requirements stipulated in Article 87 of Decree No. 58/2012/NĐ-CP.transfer individually, the company formed after merger or consolidation must comply with the provisions of Article 87 of Decree No. 58/2012/NĐ-CP.

4. Conditions for extending the operating period of a securities investment company:transfer:

a) Approved by the Shareholders' General Meeting of the securities investment company;transfer approved;

b) The net asset value of the securities investment company at the most recent valuation period before submitting the extension application must not be less than 50 billion Vietnamese dong.transfer at the most recent valuation period prior to the submission of the extension application must not be less than 50 billion Vietnamese dong.

Chapter IV

REGISTRATION FOR SECURITIES DEPOSITORY ACTIVITIES, PAYMENT BANKS, AND SUPERVISION BANKS

Article 15. Conditions for registering as a member of the Vietnam Securities Depository Center

proprietary trading,transferCommercial banks in Vietnam wishing to register as members of the Vietnam Securities Depository Center must meet the following conditions:transfer Vietnam must meet the following Conditions:

a) Holding a Certificate of Registration for Securities Depository Activities issued by the State;transfer HAPPY of the National Assembly; Securitiestransfer issued by the State;

b) Having at least one member of the Board of Directors assigned to oversee registration, depository, and settlement activities;

c) Having staff working in the securities depository department who have completed the training course offered by the Vietnam Securities Depository Center;transfer hereby promulgates

d) Having operational procedures for registration, depository, reconciliation, and settlement of securities that comply with current laws and operational regulations of the Vietnam Securities Depository Center;transfer e) Having a system of technology that meets the requirements for registration, depository, reconciliation, and settlement of securities in accordance with current laws and operational regulations of the Vietnam Securities Depository Center.transfer hereby promulgates

2. A depository member may register to provide securities depository services for its branches if it meets the following conditions:Public Key Cryptography Standard (PKCS#1) a) The conditions set out in Points b, c, d, and e of Clause 1 of this Article; registrationb) Having a Decision approving the branch's securities depository activities issued by the State.transfer consistent with current laws and operational regulations of the Securities Depository Center.transfer Vietnam.

2. Depository members who wish to provide securities depository servicestransfer for their branches must meet the following Conditions:

a) As stipulated in Point b, c, d and đ Clause 1 of this Article;

b) Having a Decision approving the branch's operation of securities depository servicestransfer HAPPY of the National Assembly; Securitiestransfer issued by the State.

Article 16. Conditions for banks to register as settlement banks

1. of the National Assembly; Securitiestransfer The State selects banks to act as settlement banks for securities transactions of entities and banks for derivative securities transactions on the Securities Exchange according to the provisions of the law.transfer The selection of settlement banks is carried out by the State every five years.transfer 2. A commercial bank may register as a settlement bank if it meets the following conditions:transfera) Having subscribed charter capital exceeding 10,000 billion VND; of the National Assembly; Securitiestransfer b) Achieving profit results in the most recent two consecutive years;

c) Meeting the minimum capital adequacy ratio as prescribed by banking laws;

d) Possessing technical infrastructure systems capable of executing transaction settlements and connecting with the Securities Depository Center;

d) Committing to the State regarding the provision of loans for transaction settlements in the event that a depositary member loses its ability to settle;

e) Technical infrastructure systems having the capability to retain transaction settlement data for at least five years and able to provide such data to the State or the Securities Depository Center within 48 hours upon request.

Article 17. Conditions for registering as a supervisory banktransfer hereby promulgates

A bank may register as a supervisory bank if it meets the following conditions: of the National Assembly; Securitiestransfer 1. It is a commercial bank holding a Certificate of Registration for Securities Depository Services with functions to perform securities depository services and supervise public fund management and investment companies;transfer 2. It must have at least two staff members holding the following certificates:

a) Legal certificate on securities; (i) Name, headquarters address, contact phone number of the parties signing the contract; b) Basic issues certificate on securities; of the National Assembly; Securitiestransfer or having a securities business practice certificate;transfer or an international investment analysis certificate CFA from level I upwards, CIIA from level I upwards, or a securities business practice certificate issued in OECD countries;

c) Accounting or auditing certificate or accounting manager certificate or having international certificates in the field of accounting and auditing ACCA, CPA, CA (Chartered Accountants), ACA (Associate Chartered Accountants);

3. Supervisory bank staff directly responsible for asset custody of funds and supervision of asset management activities of fund management companies, members of the board of directors, members of the executive board, and supervisory bank staff shall not be related parties or involved in the management and governance of fund management companies or have ownership, capital contribution, shareholding, lending, or borrowing relationships with fund management companies for which the supervisory bank provides supervisory services, and vice versa.

4. Supervisory bank staff, members of the board of directors, members of the executive board, and supervisory bank staff shall not be trading partners in transactions involving the purchase or sale of fund assets, except in cases of foreign exchange transactions in compliance with relevant laws, or securities transactions conducted through the trading system of the Securities Exchange.transfer 5. To supervise the operations of real estate investment companies, supervisory banks must have at least two staff members holding one of the following certificates: Real estate valuation certificate under the law on real estate business or Appraisal Certificate.transfer.

ESTABLISHING BRANCHES, REPRESENTATIVE OFFICES, AND FOREIGN INVESTMENTS

a) Legal certificate on securitiestransfer The maximum fine amount in the securities sectortransfer;

b) Certificate on basic issues related to securitiestransfer The maximum fine amount in the securities sectortransfer or already have a professional practice certificate in securities businesstransfer or international investment analysis certificates such as CFA from Level I upwards, CIIA from Level I upwardstransfer or professional practice certificates in securities businesstransfer issued in OECD countries;

c) Accounting or auditing certificate or chief accountant certificate or international certificates in accounting and auditing fields such as ACCA, CPA, CA (Chartered Accountants), ACA (Associate Chartered Accountants).

3. The supervising bank, board member, executive board member, and staff directly responsible for asset custody and monitoring the asset management activities of the fund management company shall not be related parties or involved in the management and governance of the fund management company or have ownership, capital contribution, shareholding, lending, or borrowing relationships with the fund management company that the supervising bank provides supervision services to, and vice versa.

4. The supervising bank, board member, executive board member, and business staff shall not be trading partners in transactions involving the purchase or sale of fund assets, except for foreign exchange transactions in compliance with relevant laws, or securities transactions conducted through the stock exchange trading system.

to monitor the operations of an investment fund companytransfer dealing in real estate, the supervising bank must have at least two business staff holding one of the following certificates: Real estate valuation certificate in accordance with the law on real estate business or Appraiser Certificate.

Chapter V

ESTABLISHING BRANCHES, REPRESENTATIVE OFFICES, AND FOREIGN INVESTMENTS

Article 18. Conditions for establishing overseas branches, representative offices, and foreign direct investment by securities trading organizations

1. Having plans to establish overseas branches, representative offices, and foreign direct investments that have been approved by the Shareholders' Meeting, Board of Members, or owner in writing. a written notice .

2. Ensuring financial safety regulations after deducting capital allocated to branches, costs of establishing overseas representative offices, and foreign direct investment capital.

3. The scope of activities of overseas branches and representative offices must be within the business scope stipulated in the License for Establishment and Operation of Securities Trading Organizations in Vietnam.

4. Adhering to the provisions of Article 73 of Decree 58/2012/NĐ-CP.

Article 19. Conditions for indirect foreign investment by securities trading organizations

1. Securities trading organizationstransfer carry out foreign investment activities through purchasing, selling securitiestransfer, other negotiable instruments, or investing through securities investment fundstransfer, and other intermediary financial institutions abroad shall comply with laws on indirect foreign investment and related laws.

2. When carrying out foreign investment activities a) For PPP projects, the tenderer shall post the selection results of investors and attach the approval decision on the System no later than ten days from the date the document is issued in accordance with point b of Clause 2, Article 4 of Decree No. 35/2021/NĐ-CP. in forms other than those specified in Clause 1 of this Article, securities trading organizationstransfer must meet the conditions stipulated in Article 18 of this Decree and relevant laws.

Chapter VI

SECURITIES PRACTICE LICENSES

Article 20. Principles and types of securities practice licenses

1. Securities practice licensestransfer include the following types:

a) Brokerage securities practice licensetransfer allowing the execution of brokerage securitiestransferto conduct the following businesses: managing investment funds,transfer;

b) Financial analysis practice license allowing the execution of brokerage securitiestransferto conduct the following businesses: managing investment funds,transferand providing financial services as prescribed by securities lawstransfer2. A fund management company is a business entity established and operating under securities lawstransfer;

c) Fund management practice license allowing the execution of brokerage securitiestransferto conduct the following businesses: managing investment funds,transferand providing financial services as prescribed by securities lawstransfer2. A fund management company is a business entity established and operating under securities lawstransferand fund management companies established abroadtransferand fund management a) For PPP projects, the tenderer shall post the selection results of investors and attach the approval decision on the System no later than ten days from the date the document is issued in accordance with point b of Clause 2, Article 4 of Decree No. 35/2021/NĐ-CP. securities;transfer.

2. Principles of securities practicetransfer:

a) A securities practice licensetransfer is only valid when the holder works at a securities companytransferfund management companies, securities investment advisory firms,transfer and the company reports this to of the National Assembly; Securitiestransfer the State. The securities practice license is issued without a time limit, except in cases where it is revoked according to Article 80 of the Securities Law;

b) An individual holding one of the three types of securities practice licensestransfer as stipulated in Clause 1 of this Article and having a derivatives securities specialist certificate can perform corresponding operations related to derivatives securities attransfer derivatives and the securitiestransfer securities trading companiestransfer c) An individual holding a securities practice license organization may work in only one securities business departmenttransfer;

at a time.transfer Article 21. Conditions for issuing securities practice licensestransfer 1. Brokerage securities practice licenses

are issued to individuals who meet the following conditions:

a) As stipulated in Point a, Clause 1, Article 79 of the Securities Law;transfer b) Having a bachelor's degree or higher;

c) Holding specialized certificates on securities

including certificates: Basic issues about securities

, securities lawtransfer , securities analysis and investmenttransfer The maximum fine amount in the securities sectortransfer, brokerage securitiestransfer The maximum fine amount in the securities sectortransferd) Passing the examination for issuance of the securities practice licensetransfercorresponding to the type of securities practice licensetransfer 4. Branches of foreign securities companies,transfer;

requested.transfer consistent 2. Financial analysis practice licenses are issued to individuals meeting the following conditions:transfer a) As stipulated in Clause 1 of this Article;

b) Holding specialized certificates: Financial advisory and underwriting securities issuance certificates

, corporate financial statement analysis certificates.

3. Fund management practice licenses are issued to individuals meeting the following conditions:transfera) As stipulated in Clause 2 of this Article;

b) Holding a fund management and asset management certificate;

c) Having at least three years of experience working in finance or banking or holding one of the international certificates CFA (Chartered Financial Analyst), CIIA (Certified International Investment Analyst), ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants).

4. Cases exempted from specialized certificates on securities

as stipulated in Clauses 1, 2, and 3 of this Article:

a) Individuals holding international CIIA (Certified International Investment Analyst) certificates or confirmation of passing the international CFA level II (Chartered Financial Analyst level II) examination or higher are exempted from basic issues certificatestransfer , securities analysis certificates

, corporate financial statement analysis certificates; for securities;transfer The maximum fine amount in the securities sectortransferb) Individuals holding international ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants) certificates or certified public accountants certificates, accounting practice certificates issued by the Ministry of Finance or confirmation of passing the international CFA level I (Chartered Financial Analyst level I), CIIA level I (Certified International Investment Analyst level I) examinations are exempted from basic issues certificates on securities a) For PPP projects, the tenderer shall post the selection results of investors and attach the approval decision on the System no later than ten days from the date the document is issued in accordance with point b of Clause 2, Article 4 of Decree No. 35/2021/NĐ-CP. securities;transferc) Individuals holding legally recognized securities practice licenses

abroad or equivalent documents proving their legal right to practice securitiestransfer The maximum fine amount in the securities sectortransferc) Individuals holding legally recognized securities practice licenses

abroad are exempted from all specialized certificates on securitiestransfer legally in a foreign country or equivalent documentation proving that the individual is permitted to practice in the securities industry legally in a foreign countrytransfer legally in a foreign country is exempted from all professional certificates in the securities industrytransfer.

Chapter VII

IMPLEMENTING PROVISIONS

Article 22. Effectiveness and Transitional Provisions

1. This Decree takes effect from July 1, 2016.

2. Repeal Clause 18, Article 2 of Decree No. 58/2012/NĐ-CP.

3. Branches of foreign banks in Vietnam that have been granted a Certificate of Depositary Services Operation registration activitiestransfer, have registered as members of the Vietnam Securities Depository Centertransfer before the Securities Lawtransfer dated June 29, 2006 came into effect shall continue to be members of the Vietnam Securities Depository Center.transfer.

4. Except for cases where the business form is changed to a limited liability company, organization may work in only one securities business departmenttransfer established before this Decree comes into effect, such enterprises do not need to meet the conditions regarding shareholder structure and capital contribution structure as stipulated in Clause 4, Article 5 and Clause 4, Article 11 of this Decree when restructuring the enterprise.

Article 23. Implementation Organization

1. The Ministry of Finance shall be responsible for guiding the implementation of this Decree.

of People's Committees of provinces, and relevant organizations and individuals are responsible for implementing this Decree. of the National Assembly; The People's Committees of provinces and centrally governed cities are responsible for implementing this Decree./.

Place of Receipt: - Central Party Committee Secretariat; - Prime Minister, Deputy Prime Ministers,concerning the classification and determination of state management authority in the field of crop productionớng At the proposal of; - Ministries, ministerial-level agencies, and agencies under the Government; - Provincial People's Councils and People's Committees under central jurisdiction; - Culture, room Central ograms and; - General Secretary's Office; - President's Office; - National Ethnic Council and of the National Assembly; committees of the National Assembly; - National Assembly's Office; - Supreme People's Court; - Supreme People's Procuracy; - State Audit Office; - of the National Assembly; Rare Earth Ore - Social Policy Bank; - Vietnam Development Bank; - of the National Assembly; Platinum Ore - Central Agencies of Social Organizations; Silver Ore, Tin Ore unit Wolfram Ore, Antimony Ore - To be filed with: VT, KTTH (3).KN

PRIME MINISTER PRIME MINISTER Nguyen Xuan Phuc