IT ' S SMART

Establishment registration guidelines, organization and representative office activities.

Foreign stock business, corporate branch.

Foreign fund management in Vietnam

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Stock Law Base June 29, 2006;

The amended Law Base, added some of the provisions of the Securities Law on November 24, 2010;

Base of Protocol 58 /2012/NĐ-CP July 20, 2012 by the Government Regulation and guidelines enforce certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law;

Base of Protocol 118 /2008/NĐ-CP November 27, 2008 the Government regulates the function, mandate, jurisdiction, and organizational structure of the Ministry of Finance;

On the recommendation of the Chairman of the State Securities Commission,

The Minister of Finance issued the establishment of the establishment, organization, and office of representative office of the foreign securities business organization, the branch of the foreign fund management company in Vietnam.

Chapter 1

GENERAL REGULATION

What? 1. The tuning range and subject apply

1. This information guides the registration of the establishment, organization, and representative office in Vietnam of the foreign stock business organization, the Vietnam branch of the foreign fund management company.

2. The applicable subject includes: the office representing the foreign securities business organization (later called the representative office); the branch in Vietnam of the foreign fund management company (which later calls off branches in Vietnam); and individuals, organizations, and others. In relation to the registration of the establishment, organization and operation of the representative office and branch in Vietnam.

What? 2. Explain the word

In this Information, the words below are understood as follows:

1. Valid copy It ' s a copy of the document, which is consistent with the provisions of Vietnamese law.

2. Vietnamese branch in Vietnam of the foreign fund management company is a subsidiary of the foreign fund management company (parent company), which has no legal status and is held accountable by the parent company of Vietnam for all its operations in Vietnam.

3. Parent company is a foreign-established securities business organization registered in a representative office in Vietnam or established overseas fund management company in Vietnam. The parent company is responsible for the Vietnamese law of all activities and the development obligations of its representative office, branch in Vietnam.

4. The representative of the authority is:

a) Chairman of the board, chairman of the board of members, the president of the company, Executive Director or General Manager of the parent company;

b) The people who are subject to this point of a commission are authorized in writing;

c) Those who have the competent authority under the charter of the parent company to sign the prescribed documents at this Smart and perform the relevant work within the scope of the jurisdiction delivered.

5. Personal Profile which includes a prescribed information provider at the appendix 02 issued by this message and a valid copy of the people's ID, passport, or other legal entity.

6. Valid Profile including the documents, documents whose contents are fully prescribed, in accordance with the provisions of the relevant law, in which foreign language documents are created in accordance with the following principle:

a) The document provided by the state governing body of the foreign country must be legally legalised and the public translation of the Vietnamese language according to the regulation of the relevant law. The time of the legal legalization is not more than six (06) months before the filing date;

b) The document in foreign language is not due to the state governing body of foreign authority, or documents from the electronic information site of the state governing body of foreign authority, only to translate into Vietnamese by the organization. has a legal activity function in Vietnam; or is translated into Vietnamese by other organizations but is organized with a legal functioning translation function in Vietnam that is correct, full of content at the foreign language. These documents do not have to be legal legalization;

7. Active opening date is the day of the start of the operation of the office of representative of the foreign exchange business organization, the Vietnam branch of the foreign fund management company.

8. The country of origin. is the country where the parent company founded, based its headquarters.

9. Foreign stock business organization is the established securities company overseas, the company that manages the foundation of the offshore foundation.

10. Representative office in Vietnam of the foreign stock business organization is the representative office in Vietnam of the established securities company in foreign countries, the fund management company established abroad.

11. The rules of the branch in Vietnam of the foreign fund management company, which is funded by the parent company in Vietnam.

Chapter 2

REGISTRATION OF THE ORGANIZATION ' S REPRESENTATIVE OFFICE

FOREIGN STOCK BUSINESS

What? 3. The registration of representative office activity

The foreign securities business organization that wants to register representative office activity in Vietnam must meet regulatory conditions at paragraph 1, 2 Article 74 The number of U.S. Census figures. 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

What? 4. Office of representative registration of office activity

1. The registration of representative office activity includes:

a) A certificate granting the registration of a certificate of office activity represented by the competent representative of the parent company by the prescribed pattern at the appendix 1 issued by this Information;

b) A valid copy of the established license and operation or business registration certificate or document with the equivalent legal value of the parent company. In case these documents are regulated by the time of the operation of the parent company, the deadline must be at least one (01) years;

c) A copy of the charter of the parent company (The Articles of incorporation) or the receipt of a donation agreement (Memorandum for Private Placement) or the establishment of the established agreement agreement (Establishment Contract);

d) A valid copy of the document confirming the parent company that meets the conditions specified in this Article 3;

A copy of the written validity of the competent governing body in foreign countries allows the opening of a representative office in Vietnam (if required by the provisions of foreign law);

e) The year's financial report of the last fiscal year audits calculated as of the time the filing of the filing of representative office activity, the text confirming the situation that carried out the tax obligation in the last fiscal year due to the authority of the original country. the country;

g) The meeting and decision by the board of directors or board members or of the executive director, the director (General Manager) on the establishment of the representative office in Vietnam and the appointment of chief representative in Vietnam;

h) The individual profile of the expected person to be appointed as chief representative and staff working at the representative office;

i) The contract or contract of principle on the lease of the representative office of the representative office according to the document that confirms the ownership, use or jurisdiction for the lease of the party to the headquarters;

l) The case of a representative office of the fund management company, which complements the fund-related documents in Vietnam (if any) include:

-A valid copy of the fund registration paper (if any) or the fund validation document

has completed registration of the establishment abroad due to the governing body in foreign countries (if any); the fund charter; the prospectate of the fund, the trust contract or the receipt of a capital agreement or other equivalent document;

-The text of the deposit bank confirms the volume of assets of the fund in Vietnam;

-A valid copy of the license to register the securities transaction number of these funds (if any) or the document confirming that the registered transaction is open, purchasing the shares in Vietnam, opening the foreign indirect investment account (if any).

2. The prescribed profile at paragraph 1 This is formed into two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

3. The parent company makes the amendment, adding records when it is needed or at the request of the State Securities Commission. In the time of the six (06) months since the day the State Securities Commission has a written request, the parent company must complete the full profile by regulation. After the deadline, if the parent company does not modify, add the document, complete the full profile at the request, the State Securities Commission has the right to refuse issuing a representative office registration registration certificate.

4. During the time of seven (07) days, since the date received full of valid records by regulation at paragraph 1 and paragraph 2 This, the State Securities Commission issued the registration of representative office activity. The case refused, the State Securities Commission responded in writing, stating the reasons and no obligation to return the case.

What? 5. Public information and deployment.

1. In the thirty (30) days, since the date of the registration of registered representative office activity, the parent company or the representative office as the procedure for applying the seal with the public safety agency, the publication of the certificate office registration registration. above a written or electronic newspaper which is allowed to be released in Vietnam in three (03) consecutive numbers on the following content:

a) Name, address of the headquarters of the representative office;

b) The full name, the abbreviation, the transaction name and the headquarters address of the parent company;

) They name, the nationality of the chief minister;

d) Number, date level, duration of the certificate office registration certificate representing representative office;

The operating content of the representative office;

e) The date of the planned operation.

2. During the fifteen (15) days of the opening day of the operation, the representative office sent the State Securities Commission to announce its activities under the prescribed pattern at the fourth appendix 04 issued by this Smart and its parent company authentication documents. You know, we have to complete the procedure at the expense of one thing.

What? 6. The operational deadline of representative office

1. The operational deadline of the representative office is specified specifically in the active registration certificate.

2. The validity period of the certificate registration certificate of the maximum representative office is five (05) years but does not exceed the remaining deadline of the established license and operation or certificate of business registration or equivalent legal text. of the parent company.

What? 7. Regulatory of registered office activity registration registration certificate

1. The parent company must recommend the State Securities Commission that regulates the registration certificate of office activity in the following cases:

a) Change of representation;

b) Change the name of the representative office;

c) Change the location of the headquarters of the representative office in Vietnam;

d) Change the name or location of the parent company ' s headquarters;

change in the business registration of the parent company;

e) Change the legal status or changes associated with the separation, merger, merger of the parent company.

2. The profile recommended that the registration of the office activity registration certificate is as follows:

a) The case for change of representative:

-The proposed paper adjuves the registration of office activities represented by the competent representative of the parent company according to the prescribed pattern at the 33rd appendix issued by this Information;

-The decision to change the chief representative due to the competent representative of the parent company;

-A proven free agent for a full tax, financial obligation to the State of Vietnam.

-Your personal profile is expected to be the chief representative.

b) The case changes name, the location to the headquarters of the representative office:

-The proposed paper adjuves the registration of office activity registered by the competent representative of the parent company or the head of the agency when it is authorized by the parent company under the prescribed pattern of the number 3 appendix issued by this Notice. Authorization text;

-The copy of the representative lease of the representative office (in the case of changing the location of the representative office headquarters) accompanied by the document confirming the ownership, use or jurisdiction of the party's lease.

c) The case of change associated with parent company pursuits to point b, d, e, e clause 1 This Article, in the maximum of six (06) months, since the date of the change, the parent company must offer to adjust the certificate of office activity registration certificate. Yeah. The profile includes the following documents:

-The proposed paper adjuves the registration of office activities represented by the competent representative of the parent company according to the prescribed pattern at the 33rd appendix issued by this Information;

-A valid copy of the established license and operation or certificate of business registration or legal documents provided by the governing body of foreign authority that veritifully changes the location of the parent company's headquarters; changes in the business register. business of the parent company; change of name, legal status; separation, merger, merge; or legal documents of comparable value.

3. The prescribed profile at paragraph 2 is set up into two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

4. During the time of seven (07) days, since the date received full of valid records by regulation at paragraph 2 and paragraph 3 This, the State Securities Commission regulates the registration certificate of representative office activity. The case refused, the State Securities Commission responded in writing and stated the reason.

5. During the time of seven (07) days, since the date of the registration of the corrections representative office in effect, the parent company must carry out the publication of the information about the content that has been adjusted at the office operating registration certificate. I mean, you know, you know, you know, you know, you know, it's

What? 8. Renewal the certificate of representative office activity.

1. The foreign securities business organization is to renew the certificate of registration of office activity when there is sufficient following the following conditions:

a) Continue to maintain legal activity in accordance with the laws of the country and meet the conditions under the provisions of this Article 3;

b) Do not violate the laws of Vietnam which have resulted in the revoked identification of registered office activity.

2. A minimum of thirty (30) days before the date of the certificate of registration of expired representative office, the parent company must make the extension, unless the parent company has fully submitted a valid profile of the employment extension of the representative office in accordance with the rules. In paragraph 3 and paragraph 4 This before the time of the certificate of registration of office activity expires. After the deadline, the parent company wants to maintain the operation of the representative office in Vietnam to implement a new level of certificate office registration certification in accordance with Article 3 and Article 4 of this.

3. The profile recommended to renew the representative office activity registration certificate that includes the following documents:

a) A proposal to renew the certificate of registration of office activity registered by the competent representative of the parent company according to the prescribed pattern at appendix 03 issued by this Information;

b) The prescribed document is related at point b, d, e, g paragraph 1 Article 4 This message;

c) The case has a change at the charter of the parent company, or the representative head or office headquarters, the additional document under the relevant regulation at point c, h, i paragraph 1 Article 4, paragraph 2 Article 7 This information.

4. The prescribed record at paragraph 3 is set up into two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

5. During the time of seven (07) days, since the date received full profile, the State Securities Commission has renewed its registration certificate for registration of representative office activities. The case refused, the State Securities Commission responded in writing and stated the reason.

What? 9. The scope of operation, rights and obligations of the representative office, chief representative and staff at the representative office.

The scope of operations, the rights and obligations of the representative office, the chief representative and staff at the representative office are in accordance with the regulation at paragraph 4, 5 Article 78 Securities Law, Article 76 No. 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law. The person who works in the Office of the Representative must file a tax on the provisions of the Vietnamese law.

What? 10. End the operation of representative office

1. The representative office terminated the operation in the following circumstances:

a) at the request of the parent company;

b) The expiration of the activity period under the certificate of registration of the representative office activity;

c) revoked the prescribed registration certificate in accordance with Article 11 of this.

2. The case of representative office terminated in accordance with regulation at point a, b paragraph 1 This Article, a minimum of thirty (30) days before the scheduled termination date, the parent company sent the State Securities Commission filing a proposal to end the university office operation. Yeah. The profile includes the following documents:

a) The announcement of the termination of the operation of the representative office under the prescribed pattern at the appendix 05 issued by this message;

b) The plan to terminate the operation of the representative office includes: sequence, property liquoration and implementation of the obligations of the representative office; how, deadlines and plans for payment of debt obligations, wealth recovery, obligations of obligations, the rights to the individual, the organization is involved; the money transfer plan and the property of the office of the representative office abroad;

c) The parent company ' s decision to end representative office activity.

3. The prescribed profile at paragraph 2 is set up into two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

4. During the ten (10) days from the date of receiving a valid valid record at paragraph 2 and paragraph 3 This, the State Securities Commission considers the principle of principle to end representative office activity.

5. After receiving the public approval of the State Securities Commission on the principle of the termination of the operation of the representative office of the State Securities Commission, the representative office carried out representative office closures including:

a) Public information on three (03) consecutive numbers of a (01) Central or local paper where the representative office is based on termination of its operations so that organizations, individuals to address the relevant rights;

b) The contract lease office, labor contract with the worker and other transactions (if any);

c) Complete tax obligations, finance to the State under the current provisions of the law;

d) As the procedure to pay the seal by the regulation of the relevant law;

Payment of all debts and obligations to the organization and individuals involved in Vietnam; fulfills all obligations, rights to organizations, other individuals involved.

6. Since the date of the procedure in accordance with Article 5, the parent company reports the State Securities Commission on the completion of the procedure to end the operation of its representative office in Vietnam. The report records include the following documents:

a) The notification termination of the operation of the representative office due to the competent representative of the parent company according to the prescribed pattern at the appendix 06 issued by this Information;

b) The document, the relevant document that proves that the parent company has completed its liquoralization procedures, fulfills all obligations, rights to organizations, individuals concerned by regulation at paragraph 5 This and the relevant regulations of Vietnam law;

c) The paper itself recognizes the registration of office activity representative of the foreign stock business organization.

7. Profile at paragraph 6 This is established as two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

8. During the fifteen (15) days, since the date received full validity of the prescribed profile at paragraph 6 and paragraph 7 This, the State Securities Commission decided to revoking the certificate of registration of the representative office.

9. After receiving the decision to end office activity represented by the State Securities Commission, the parent company is transferred abroad the remaining assets of the representative office (if any) according to the existing law regulation.

What? 11. recall the registration certificate of representative office activity

1. Depending on the properties, the level of violation, the foreign securities business organization is revoked of the certificate of office activity registering representative office in the following cases:

a) The parent company, the representative office in violation of foreign exchange management regulations under Vietnamese law, internal transactions, market manipulation, and other prohibited transactions under the regulation of Vietnam securities law; does not fully implement the obligations under the rules of the law. taxes, other financial obligations to the State of Vietnam as defined by the law;

b) The application of the certificate granting registration of office activity has misinformation, incorrect or omisceration of important content required in the filing;

c) The target misactivity, insignor or incorrect content of the specified content in the registration certificate of representative office activity or other law regulations on the operation of the representative office;

d) No report at the request of the State Securities Commission;

The parent company terminated operations, went bankrupt, dissolved; or the parent company was divided, split, merged, incorporated into which the organization formed after the split, split, merged, merged, and agreed to end the operation of the representative office in Vietnam;

e) The representative office does not proceed to operate within twelve (12) months from the date of the registration of the active registration certificate.

2. The case of representative office revoked the registration of registered registration in accordance with Article 1 Article, the State Securities Commission has a written statement of the parent company, the representative office performs procedures to shut down the representative office in accordance with the rules. -On paragraph five, six, seven, eight, nine.

What? 12. Report obligations, store records of representative office

1. The office represents in the time of operation that is responsible for reporting the quarterly periodic operation, the year for the State Securities Commission. The report content is prescribed at the appendix 07 issued by this message.

2. The deadline for filing a report stipulated at 1 Article:

a) In the 15-day period since the end of the quarter;

b) In the 90-day period since the end of the year.

3. The representative office must store at the full, accurate, timely, document-in-time, file and update of information, data related to the operation of the representative office. In the case of necessity, when there is a request of the State Securities Commission, the representative office is obliged to timely the report, provide documentation or process issues related to its activities and the activities of the parent company on the market. It's Vietnam.

Chapter 3

ESTABLISHMENT AND BRANCH OPERATIONS IN VIETNAM.

FOREIGN FUND MANAGEMENT COMPANY

What? 13. Charter Level Conditions for establishment and branch operations in Vietnam

1. The foreign fund management company that wants to register to establish a branch in Vietnam must not be in a merger, mergers, division, separation, dissolution, bankruptcy and regulatory response at paragraph 3 Article 74 The number of digits. 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

2. The firm branch of the offshore fund management company established in Vietnam must have full facilities, the HR team that meets the conditions under the law of establishment, organization, and corporate governance of the fund as it is for the company. management of the domestic fund, and the regulatory response at paragraph 3, paragraph 4 Article 71 The number 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

What? 14. The profile offers to license the establishment and branch operation in Vietnam.

1. The profile offers to license the establishment and branch operation in Vietnam of the foreign fund management company including:

a) The proposed license for the establishment and operation of a branch of the foreign fund management company in Vietnam due to the jurisdiction of the parent company signed by the prescribed pattern at appendix 08 issued by this Information;

b) The business approach of the branch in Vietnam in the first three (03) years after being granted a license to form and operate with prescribed content at the appendix 09 appendix to this message;

c) A copy of the charter of the parent company (The Articles of incorporation) or the receipt of a donation agreement (Memorandum for Private Placement) or the establishment of the established agreement agreement (Establishment Contract);

d) A valid copy of the established license and operation of the foreign fund management company or equivalent documents by the authority of the state of the country. Where these documents are defined by the time of the operation of the parent company, it must be at least five (05) years.

The document confirms the parent company that meets the regulatory conditions at Article 13 of this Information;

e) A valid copy of the text of the competent authority abroad allows the opening of the branch in Vietnam (if there is a regulation of foreign law);

g) The fiscal year financial report of the nearest fiscal year audits;

h) The meeting of the meeting (if any) and the decision of the general assembly of shareholders, board of directors or council members, or the decision of the owner or representative of the competent authority at the discretion of the parent company of the establishment of the branch in Vietnam;

i) The decision to appoint the director of the company branch of the foreign fund management company due to the jurisdiction of the parent company. The list of expected career employees, accompanied by personal records, the judicial theory granted no more than six (06) months as of the time of filing a branch and other related materials demonstrate branch directors, employees of the operation at the expense of the government. It ' s a two-thing Article 13.

n) Contract or contract rules for the branch of the branch branch with the document that confirms the ownership, use or jurisdiction for the lease of the party to the headquarters;

l) The funds related to the fund are investing in Vietnam (if any) prescribed at the point of k 1 Article 4 This message.

2. The prescribed profile at paragraph 1 This is formed into two (02) sets, one (01) sets in Vietnamese and one (01) of the original water language, accompanied by an electronic information file. The above file is sent directly to the State Securities Commission or sent through the post office.

3. During the time of the six (06) months, since the date of the State Securities Commission is required by writing, the parent company must supplement the prescribed profile. The case needs to clarify the issue with regard to the proposed licensing of the establishment and operation of the company branch, the State Securities Commission whose text offers the parent company or the person who is expected to be the director of the program in writing. After the deadline, if the parent company does not modify, add the document, complete the profile or do not implement the full process at the request, the State Securities Commission has the right to refuse to license the branch to form the branch.

What? 15. Free license order and branch operations in Vietnam

1. In the twenty-20 (20) days, since the date of the receiving full of valid records by regulation at Article 14 of this Article 14, the State Securities Commission has a written notice to the foreign fund management company fining the basis of facilities, personnel, and security. The rules of the branch. The parent company is used as the charter capital of the branch to invest the facilities. The remaining operating capital must be blockled on the commercial bank's account under the designation of the State Securities Commission and must be dissolved into the branch's account immediately after the establishment permit and branch operations are valid.

2. The State Securities Commission examines the facilities of the branch headquarters in Vietnam prior to the licensing of the establishment and operation.

3. After three (03) months from the date of receiving the announcement of the State Securities Commission in accordance with Article 1 Article, if the foreign fund management company does not complete the conditions of the facilities, the capital blockade and the full complement of personnel in accordance with the rules. I mean, the State Securities Commission has a right to refuse licensing.

4. During the time of seven (07) days, since the date received the receipt of capital blockade, the physical base examination, and other valid documents under the regulation at Article 14 of this Information, the State Securities Commission granted the establishment and operational costs of the government. branch in Vietnam for foreign management company. The case refused, the State Securities Commission responded in writing, stating the reasons and no obligation to reimbursate the case.

5. During the thirty (30) days, since the date of the establishment and operation of the branch in effect, the parent company must make the procedure to apply the seal with the public body, publish the establishment permit and branch operation on a written or telegraph newspaper. It is allowed to be released in Vietnam in three (03) consecutive numbers on the following:

a) Name, address of the branch of the branch;

b) The full name, the abbreviation, the transaction name and the headquarters address of the parent company;

c) They name, the nationality of the chief branch of the branch;

d) Number, date level, duration of the creation permit and branch operation;

And the ordinance;

e) The operating content of the branch;

g) The date of the planned operation.

6. During the fifteen (15) days of the opening day of the operation, the branch in Vietnam must send the State Securities Commission to announce its activities under the prescribed pattern at the fourth appendix issued by this message and the authentication documents. The foreign ministry has completed its procedures under Article 5 of this Article.

What? 16. Regulatory of established license and branch operations in Vietnam

1. The branch of the foreign fund management company must recommend the State Securities Commission to regulate its establishment and branch operations in the following changes:

a) Change the director of the branch;

b) Change the name of the branch;

c) Change the location of the branch of the branch;

d) Change the name or location of the parent company ' s headquarters;

change in the business registration of the parent company;

e) Change the legal status or changes associated with the separation, merger, merger of the parent company.

2. Records, the recommended sequence adjuvers the established license and operating branch operations according to the relevant regulation at Article 7 and Article 14 of this Information. In case of changing the headquarters of the foreign fund management company, the State Securities Commission examines the facility that ensures the branch meets operating conditions under the law of the establishment, the organization, the operation of the fund management company. before adjusting the establishment permit and the branch operation.

What? 17. suspend operations, suspend operations, revoking the establishment permit and branch operations in Vietnam, Vietnam.

1. The branch in Vietnam is suspended during the maximum duration of two (02) years in the following circumstances:

a) forced to suspend operations due to the unrecituation of special control under the rule of law on financial safety and loss of under fifty percent (50%) of the charter;

b) voluntarily suspend operation, with the condition that liquorated all economic contracts related to the business business business.

2. The branch in Vietnam is suspended operating in the following cases:

a) Rules of regulation at point a, b, c, d paragraph 1 Article 11 This message;

b) Do not maintain the established license conditions and branch operations by regulation at paragraph 3 Article 74 The number of digits. 58 /2012/NĐ-CP July 20, 2012 by the Government Regulation and guidelines enforce certain provisions of the Securities Law and Amendment Law, which complements some of the provisions of the Securities Law;

c) There is no special control over the period under the rule of law on financial safety indicators and gross loss of fifty percent (50%) of the rate of return or no longer adequate capital conditions for operating expenses. the branch;

3. The branch in Vietnam is revoked of the establishment and operation in the following cases:

a) The circumstances stipulated at the point, e paragraph 1 Article 11 This message;

b) No remediation of the violations led to the suspension of the operation, suspended operations for a period of time, suspended operations at paragraph 1, paragraph 2 This.

4. The procedure, suspended procedure, suspension, release of the established license and operating branch of the foreign fund management company implemented by the regulatory law of securities applicable to the domestic fund management company.

What? 18. The division in Vietnam.

1. The branch in Vietnam is dissolved in the following cases:

a) At the suggestion of the parent company, voluntarily dissolved, ending branch operations in Vietnam if there is a possibility to pay off other debts and obligations;

b) End of the operation under the establishment permit and branch operations in Vietnam;

c) revoked the establishment and operation of the operation.

2. The sequence, profile, the dissolution of the entity branch of the foreign fund management company implemented in accordance with the law of securities such as the fund management company in the country.

What? 19. Change the regulatory capital of the branch in Vietnam

1. The charter capital of the branch in Vietnam can be increased from the following sources:

a) The profits left;

b) Added by the parent company.

2. When reducing the branch charter capital in Vietnam, the parent company must guarantee the branch that meets the regulatory capital regulations and financial safety rates after adjusting.

3. Proposition, profile, increased procedure, regulatory capital reduction, the administrative capital of the branch in Vietnam in accordance with the legal regulation of securities such as the fund management company in the country.

What? 20. The operation of the branch in Vietnam

1. The branch in Vietnam must comply with the following regulations:

a) Only the asset management mobilized from abroad, including the property that was born in Vietnam was formed from a source of foreign mobiles abroad; it was not raised in Vietnam for management in all forms;

b) Except the case of a mandate client with a directive or a regulation at the investment management contract, the regulation of the foreign organization, when performing asset management to the customer, the branch of the foreign fund management company must comply with the regulations on the storage, the asset separation management to each customer; the asset transaction between the portfolio of the trust client pursues to the provisions of the applicable law to the fund management company in the country;

c) Secure customer information, information on asset transactions, customer portfolio and other relevant information, except for the provision of information to provide information to the State Securities Commission and competent regulatory agencies;

d) Compliance of foreign exchange law regulations, which restrict ownership in Vietnamese businesses, taxes, fees, anti-money laundering and other laws;

It is used by foreign to finance projects, businesses, lending and implementing investment contracts under the investment management contract, the regulation of foreign organization or customer directive;

e) Not to borrow on Vietnamese territory for customers, for organizations, other individuals or for themselves, in all forms; not to use the trust property, its assets to mortgage, hold, sign, sign, sign, or guarantee loans, protect them. for loans on the territory of Vietnam, even for the trustee, for other organizations, individuals, or for themselves;

g) Do not salute, issue securities to raise capital on the territory of Vietnam;

h) To transfer the profits of the branch abroad in accordance with the provisions of the Vietnamese law;

i) Perform the business of securities business in accordance with the established and operational license, the regulation of Vietnam law and the international convention that Vietnam is a member;

n) The person who works at the branch must pay tax on the provisions of the Vietnamese law.

2. In operation reporting ownership, publish information about trading on the stock market, the branch in Vietnam is responsible for:

a) representing the trust client to perform the reporting obligations, publish the transaction information under the regulation of the securities law. The branch along with the trust clients complied with the laws of the law on reporting ownership and published information on the applicable stock market for relevant people, large shareholders, internal shareholders and internal investors;

b) The obligation to report, publish information that arise since the time:

-The number of shares issued by the branch in Vietnam, the parent company and property trusts customers reached 5% or more of the total circulating shares of an organization released, or ...

-Branch in Vietnam, the parent company is an internal shareholder, internal investor in accordance with the regulation of the securities law;

c) The content of the report published information, the method of publication of the information implementation by the law on the publication of the information on the stock market.

3. The branch in Vietnam must make a public offering in accordance with the provisions of the securities law in the following cases:

a) The branch in Vietnam, the trust customer or branch in Vietnam along with the trust customer purchased to own from twenty-five percent (25%) to the total number of shares, the closing fund certificate is circulating by an organization.

b) The branch in Vietnam, the trust or branch customer along with the trust customer holds from twenty-five percent (25%) on the stock, which certificates the circulating fund of the procurement organization from the year (5%) to less than ten percent (10%). The stock, the fund, has been circulating for less than a year since the end of the previous public offering.

c) The branch in Vietnam, the trust customer or branch in Vietnam along with the trust customer holding from twenty-five percent (25%) on the stock, certificates closing the company ' s circulation of the purchase release from ten percent (10%) onwards. to the stock, the foundation's circulating fund.

4. During the operation, the branch in Vietnam, the parent company must guarantee:

a) During a maximum of thirty (30) days, since the day the parent company completed its investment in subsidiaries, joint venture companies, links in Vietnam, the branch is responsible for informing the State Securities Commission on these investment categories; the company, and the company. The parent is not involved in capital, purchasing to own up to 5% of the charter capital of a fund management company in Vietnam;

b) The branch in Vietnam does not receive capital, purchase of shares or part of the fund management companies, the securities company in Vietnam, except for the purchase to own or along with holders of ownership of no more than 5% of the stock in circulation. of the fund management company, the securities company that registered the transaction, listed on the Stock Exchange.

5. All stock trades in Vietnam by the executive board member, employees of the branch in Vietnam must report the internal control department of the previous branch and soon after the transaction. The report on the above individual transaction must include information about the type (code) securities, quantity, transaction price, the securities company where the transaction account is open. The report on personal transactions must be stored and managed to focus on the internal control department and provide the State Securities Commission upon request.

6. The branch in Vietnam is allowed to provide securities investment services to domestic customers and foreign customers. When providing securities investment advisory services in Vietnam, the branch in Vietnam is responsible for adhering to the full compliance of the legal code of human rights, a business activity applicable to the domestic fund management company.

7. The organizational structure, executive management of the branch in Vietnam, is decided by the parent company to conform to the regulation of Vietnamese law on the organizational structure, governance, executive and internal control of the fund management company.

8. The branch must enact its business processes, establish and operate the risk management system in accordance with the guidelines of the State Securities Commission in accordance with its career operations, ensuring there is a mechanism of control, risk management attached to each product, the process of performing a business transaction; or the use of internal regulations issued by the parent company.

9. The branch in Vietnam is responsible for the annual responsibility of training, training for employees or requiring staff to take part in training courses held by the State Securities Commission (if available), to ensure that the staff team is updated with skills, experts said. The law, the law, the law.

What? 21. The branch financial mechanism in Vietnam

1. During operation, the branch in Vietnam must always maintain the equity level of the branch that is not below the regulatory capital rate at paragraph 3 Article 71 of the number. 58 /2012/NĐ-CP July 20, 2012 of the Government rules the details and guidelines for certain provisions of the Securities Law and Amendment Law, which complements certain provisions of the Securities Law.

2. The branch in Vietnam has to implement a statutory financial mechanism in Vietnam as for domestic fund management.

3. The branch in Vietnam must meet and maintain financial safety only as for domestic fund management firms.

What? 22. Financial obligations, tax and accounting regime of the branch in Vietnam.

1. The branch in Vietnam performs tax obligations and financial obligations under the provisions of the tax legislation and tax management.

2. The branch in Vietnam is fully implemented by law in Vietnam about accounting for domestic fund management companies.

What? 23. Report obligations, file storage, and publish information of the branch in Vietnam.

1. The branch in Vietnam sent the State Securities Commission of periodic reports on the operation of the branch as follows:

a) The operational situation report, the year, with the prescribed content at the number 10 appendix issued by this message;

b) The quarterly financial report, the annual financial report, financial reporting year. The annual financial report must be searched and the fiscal year ' s financial report must be audits by the approved audit organization;

c) The monthly report, the year on the situation of portfolio management by regulation at appendix 11, is accompanied by this Information; the annual financial statements of the investment funds in Vietnam are established by the state of the country;

d) Report on the financial safety directive as defined by the law on financial safety only applicable to the domestic securities business organization.

2. The deadline for filing of regulatory reports at 1 Article:

a) In the time of ten (10) days, since the date of the end of the month for the monthly reports; In the twenty (20) days, since the end of the quarter for the quarterly report;

b) In the forty-five (45) days, since the end of the first 6 months of the fiscal year on the annual financial report;

c) In the period of the ninety (90) days, since the end of the fiscal year for the year report.

3. The branch in Vietnam must report the State Securities Commission of events that may have a serious impact on the financial capacity, operational asset management activity within the third round (03) of working days, since those events.

4. In the case of necessity, in order to protect common interests and investor interest, the State Securities Commission may ask the branch of the company to manage foreign funds reporting on other activities on the Vietnamese territory of the branch or of the parent company. The branch must report the State Securities Commission in the period of forty-eight (48) hours, since receiving a request for the report.

5. The branch in Vietnam must store at the full headquarters, precisely, in time for documents, records, and updates of information, data related to its operations. In the case of necessity, when there is a request of the State Securities Commission, the branch in Vietnam is obliged to timely the report, provide documentation or process problems related to its activities and the activities of the parent company on the market. It's Vietnam.

6. The branch in Vietnam performs information on the regulation of existing law as for domestic fund management firms.

What? 24. Inspector, check out the activity of the branch in Vietnam

1. The State Securities Commission performs the inspection, examining the activities of the branch of the foreign fund management company in Vietnam as defined by the existing law.

2. The parent company and the state governing body of the financial sector, banking, securities where the parent company is headquartered before the implementation of the inspection, oversight on the operation of the branch in Vietnam must inform and submit a test content proposal. for the State Securities Commission.

3. In the 30-day period, since the date received the conclusion, the branch in Vietnam sent a report to the State Securities Commission results of inspections, internal control, internal audits, the inspection conclusion of the parent company, the governing body with foreign authority. for the operation of the branch in Vietnam.

Chapter 4

THE ORGANIZATION.

What? 25.

This message has been in effect since 1 November 2013 and replaced the No. 1 Decision. 124 /2008/QĐ-BTC December 26, 2008 by the Minister of Finance for the promulgation of the Regulation and Operations Regulation of the representative office of the foreign stock business organization in Vietnam.

What? 26.

The State Securities Commission, the representative office of the foreign securities business organization, branch of the foreign fund management company in Vietnam and its organizations, the relevant individual has the responsibility of holding the ./.