Circulars 210/2012/tt-Btc: Guidelines For Establishing And Operating Securities Companies

Original Language Title: Thông tư 210/2012/TT-BTC: Hướng dẫn thành lập và hoạt động công ty chứng khoán

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
FINANCE MINISTRY
Number: 210 /2012/TT-BTC
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, November 30, 2012

IT ' S SMART

Guidance on the establishment and operation of securities companies

__________________

Stock Law Base June 29, 2006;

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

Corporate Law Base November 29, 2005;

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 Chair of the State Securities Commission;

Minister of Finance issued a guide to the establishment and operation of the securities company.

Chapter I

GENERAL REGULATION

What? 1. Adjuves and objects

1. The adjustment range: This information regulates the establishment and operation of the securities company in Vietnam.

2. The adjustment object:

a) The stock company;

b) The organizations, individuals are involved in the establishment and operation of the securities company.

What? 2. Explain the term

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

Stock company is a business operating business, making one, some or all of the business: stockbrokers, securities, securities, securities, securities, and securities investment.

1. Stock occupiers. is a person with a certificate of securities, working in securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, securities, and securities securities.

2. A valid copy is a copy of the civil rights organization of Vietnam, corroboration.

3. A valid profile is the filing of sufficient paperwork in accordance with the provisions of this message, whose content is fully enumerated by the rule of law.

4. Dynamic Capital is the difference between short-term assets and short-term debt at the same time of computing.

5. Merge is that two or some of the stock companies of the same type (later called the merged stock company) merged into a new stock company (later called the merger securities company) by transferring all assets, rights, obligations and benefits to the stock market. It ' s legal to merge into the united securities company, and at the same time, the existing stock of securities companies are united.

6. Merge is the one or several stock companies of the same type (later called the merged stock company) merged into another securities company (then called the merged securities company) by transferring the entire property, rights, obligations and benefits to the stock market. It's legal to the securities company to merge, and at the same time end the existence of the merged stock company.

Chapter II

PERMISSION TO ESTABLISH AND OPERATE

Item 1

LICENSE LEVEL CREATION AND ACTIVITY

What? 3. Establishment and operational licensing conditions

1. The stock company has its headquarters, the facilities that serve the securities business under the guidance of the State Securities Commission after being approved by the Treasury Department.

2. The securities company must have a charter capital which is a contributor, minimum by the degree of legal capital under the rule of law.

3. The Director (General Manager) the securities company must meet the regulations at paragraph 3 Article 34 of this.

4. There are a minimum of three (03) people who practice securities for each business business offering a licensing offer.

5. The shareholder structure, which is a contributing member of the stock company:

a) The established stock company in the form of a holding company or LLC from the two return members must have a minimum of two (02) founding shareholders, the founding member is the organization that meets the regulation at paragraph 7 This, which must be available. at least one (01) organization is a commercial bank, insurance business or foreign organization by statute 8 This Article;

b) The securities company established in the form of a limited liability company a member, the owner must be a commercial bank, the insurance business according to the regulation at 7 This Article or the foreign organization by statute 8 This Article;

c) The share of equity ownership, the contribution portion of the founding shareholders, the founding member is the minimum organization of 65% of the charter capital, in which organizations are commercial banks, insurance businesses or foreign organizations by regulation at paragraph 8 This department owns. a minimum of 30% of the securities company ' s charter;

d) Shareholders, members who own from 10% return to equity or the part of a stock company and related shareholder, the member of which is not contributing to over 5% of the shares or the contribution of another securities company;

The company was founded and operated in Vietnam, which was not a part of the Vietnam Stock Exchange.

6. Conditions for the individual to contribute to the creation of the securities company:

a) Is that individuals who do not belong to the non-established cases and manage the business in Vietnam under the rule of law and have sufficient financial capacity to participate in the creation of the securities company;

b) Only use of its own capital to contribute capital, not to use the borrower, the investment trust of the organization, the other individual;

c) Individual participants have to demonstrate the possibility of capital gains by the Vietnamese currency or the free currency conversion inherent in the bank account. The minimum amount value must be equal to the number of capital expected to contribute to the stock company and the timing of the maximum bank's confirmation of no more than thirty (30) days as of the date of the filing of the filing of the full and valid stock company.

1. Conditions for the organization to contribute to the creation of the securities company:

a) There is a legal status; it is not in a state of incorporation, mergers, division, dissolution, dissolution, bankruptcy, and not belonging to unfounded cases and corporate governance under the rule of law;

b) Business activity must be profitable in two (02) years prior to the pre-capital year of the creation of the securities company and no accrual losses to the time of the creation of the securities company;

c) The case is the commercial bank, the insurance business, the securities company participating in the capital:

- It is not in the state of operational control, special control or other warning status;

- Full response to the conditions for which to be part of the capital, investment in accordance with the provisions of the specialized law.

d ) The case is that other economic organizations join the capital:

- There is a minimum operating time of five (05) consecutive years prior to the five participating contributions that established the stock business organization;

- The equity holder after the exception of the minimum long-term property by the number of capital expected;

- The minimum working capital must be equal to the amount of capital expected.

It is only used equity and other valid sources under the provisions of the specialized law, not to use the mandated capital of organizations, other individuals to contribute.

1. The foreign organization that contributes to the formation of the securities company must meet the following regulation:

a) Is the organization that operates in the banking sector, securities, insurance and has had a minimum operating time of two (02) years prior to the establishment of the capital;

b) is subject to regular, ongoing supervision by the governing body, the expert supervisor abroad in the securities sector and is approved by the agency in writing for the establishment of a securities business organization in Vietnam;

c) The governing body, specialized monitoring abroad in the field of securities and the State Securities Commission has signed bilateral or multilateral cooperation agreements in exchange of information, management cooperation, inspectors, securities operations monitoring, and security of the Securities and Exchange Commission. Stock market;

d) a relevant response in paragraph 7;

The participation rate of the securities company of foreign organizations is defined by law.

What? 4. File recommended license to form and operate

1. The profile offers to issue a license to establish and operate the securities company including:

a) A license to grant the establishment and operational license (in accordance with the prescribed form at Annex I issued to this message);

b) The physical basis theory ensures the implementation of the securities business transaction (as defined by the Appendix II issued by this Information) accompanied by the documentation proof of the use of the headquarters;

c) The meeting and decision of the founding shareholder or founding member of the establishment of the securities company. The decision must include the following basic content:

- Company name, business business;

- The rules, the ownership,

- Through the company charter draft, business methodology;

- The founder of the founder, founding member of the securities company.

d) List of Director (General Manager) and securities (under the prescribed form at Appendix III) accompanied by a valid copy of the Securities Action; Personal Information of the Director (General Manager) (the prescribed form at Annex IV issued by this message);

Listing and the ownership ratio of shareholders, member participants (according to the prescribed pattern at Annex V issued to this message);

e) List of members of the Board of Directors, Member Council, Board of Control (if any) with a copy of a valid copy of the people's proof or passport valid, legal calendar and personal information (prescribed in Annex IV). issued by this message;

g) The document that demonstrates shareholder capital capacity, member to contribute to the establishment of the securities company:

- For individuals: A valid copy of the identity certificate or passport valid, the personal information (prescribed in Appendix IV issued by this message) and the financial capacity proof document response stipulated at paragraph 6 Article 3. This information; the judicial calendar for shareholders, which is a contributing member of ten percent (10%) to the equity of the securities company;

- For the organization:

Valid copy of the Establishment And Operation Permit or Business Registration Certificate or Other equivalent document; Company charter; Board of Meeting and Decision of the Board, Member Council or Owner on the participation of capital and election contributions. the representative portion of the capital that is attached to a copy of the document that proves the people's proof or passport valid, the judicial calendar vote, the personal information of the representative member of the capital, (according to the prescribed pattern at Appendix IV issued by this message) and The other document proves to meet the provisions of Article 7 Article 3 of this. The holding case is expected to own over ten percent (10%) of the securities company ' s charter which must add the judicial calendar vote of the representative under the law;

For a parent company, the financial report is that the most recent year merger report has been audits under the law of accounting and audit.

For the organization that contributes to the commercial bank, the insurance business must submit a valid copy of the periodic report on financial safety indicators, capital safety according to the regulation of specialized law in the last two (02) years;

h) The text of approval for the establishment of the established capital of the governing body, specialized oversight of the commercial bank, insurance business or other document that proves to be able to contribute to the creation of the securities company;

i) The Company ' s Charter Charter has been established by the shareholders, the founding member of the stock company;

l) The business of business operations in the first three (03) years in accordance with a business offer business offer (in accordance with the prescribed pattern at Annex VI issued by this Smart) accompanied by career processes, internal control processes, governance processes, and management processes. Risk.

2. The shareholder case, the member of the participating capital that established the securities company as foreign organization, documents issued by the governing body foreign authority must be legally legalised by the agency of the agency where that organization registered no more than six (06). the month before the filing date. Documents written in foreign languages must be translated into Vietnamese by the organization with a translation function in accordance with the provisions of Vietnamese law.

3. A specified profile at paragraph 1 and 2 This is established as one (01) the original with an electronic information file. The original case file was filed directly at the State Securities Commission or sent through the post office.

What? 5. Procedure for the establishment and operation of the procedure

1. After receiving a prescribed record at this Article 4, during the twenty (20) days of work, the State Securities Commission has a written request to add a case to the case of an unincorporated case or to recommend completing the condition of the facilities. the substance and the blockade that contributes to the case of a valid full profile. The case needs to clarify the issue with regard to the profile, the State Securities Commission has the right to recommend an ancient representative, a founder member, or a person who is expected to serve as a Director (General Manager) directly or in writing.

2. During the thirty (30) days since the day the State Securities Commission has a written claim, shareholders, founding members of the establishment of the stock business organization must complete the set of records that offer permission to establish and operate. After the deadline, if the shareholders, members of the capital, do not add, fully complete the case, the State Securities Commission has the right to refuse to grant the license to form and operate.

3. During the ninety (90) days, since the date received by the written notice of the State Securities Commission offering to complete the basis conditions of matter and blockade of capital, the founding shareholders, the founding member must perfect the facilities of the matter. And make a contribution. The company's charter must be blockled on the account of a commercial bank by the designation of the State Securities Commission and is released into the company's account soon after being granted a license to establish and operate. Over time, the State Securities Commission has the right to refuse permission to form and operate.

4. The State Securities Commission checks the facilities at the securities company headquarters before granting its license to form and operate.

5. During the time of seven (07) days, since the date of receiving confirmation of the capital blockade by regulation at paragraph 3 This and the results of testing the company base facilities and other valid documents, the State Securities Commission grants the establishment and operation of the Company. for the stock company. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

6. The securities company must conduct a stock business operation in the twelve (12) months from the date of being granted a license to establish and operate.

What? 6. Stock company name

1. The name of the securities company includes the following elements:

a) Business type;

b) The word "stock";

c) Private name.

2. The name of the securities company must comply with the provisions of the Enterprise Law.

What? 7. Publication of the license to establish and operate

During the period of seven (07) days, since the date of the establishment and operation of the license, the securities company must publish the Legislative License and operate under the provisions of Article 66 of the Securities.

Item 2

MODIFY ESTABLISHED AND ACTIVE LICENSE

What? 8. Modify the establishment and operation license

1. The stock company, in addition, withdrew the stock business, changed the name, changed the location of its headquarters, increased, reduced the capital, changing the representative under the law to recommend the State Securities Commission, which regulates the license to be made. -And the operation.

2. The filing offer to regulate the established and operating license to be established as one (01) the original directly filed at the State Securities Commission or sent through the post office.

3. The case case recommended that it be incomplete, valid, the stock company must complement, complete the case in the thirty (30) days from the date the State Securities Commission has a written claim. After the deadline, the record sent the State Securities Commission before it was no longer valid.

4. The Securities Company is granted a license to establish a license to establish and operate in accordance with the deadline and method of regulation at Article 66 of the Securities Law.

What? 9. Stock Business Business plugin

1. Business supplements business supplements must meet the following regulations:

a) There is a mechanism that responds by regulation at 1 Article 3 This is for the case of an additional provision of a securities broker, a stock of securities;

b) There is a charter capital, minimum equity by legal capital for a business case that has been granted and business business offers additional;

c) Ensure that sufficient securities in the business business are performing and having a minimum of three (03) people who practice securities to perform an additional recommended business.

d) The stock company was not placed in a state of control, in particular control, suspended operating under the current regulations in the third round (03) months as of the time of filing an additional offering of a career.

2. The profile offers to add a business business business including:

a) The proposed paper adjuvers the established and operational License (prescribed by the Appendix VII issued by this message);

b) The physical basis theory serves a business transaction for the proposed case of an additional stock of securities, securities, and securities (according to the prescribed form issued by the Appendix II);

c) The decision of the Grand Council of shareholders, Member Council or Owner of the addition of a business business business;

d) The nearest fiscal year or financial report (but not over 6 months to the time of a career supplement offer) was held for an independent audit approved by the State Securities Commission to carry out the bank ' s audit and confirmation of the bank account. additional capital deposits at the blockade account (if any);

The business of business operations in the first three (03) years of a business business offer additional offers (prescribed by a prescribed pattern at Annex VI issued by this Smart) accompanied by career processes, internal control processes, risk management processes, and more. apply to the business business business business that offers additional;

e) List of securities occupiers working at the company's business business departments (prescribed at Appendix III issued by this index); List, copy of the stock exchange certificate and labor contract of the company. the securities occupant is expected to perform an additional business;

g) The amendment rules, the addition of the General Assembly, the Member Council or the owner of the securities company.

2. The State Securities Commission performs a physical basis for the case of an additional stock of securities, securities, and securities.

3. During the twenty (20) days from the date of receiving valid records by regulation at paragraph 2 and the result of a physical basis test (if any), the State Securities Commission regulates the license to establish and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 10. Stock Business Business

1. The procedure to withdraw a stock broker:

a) The securities company filing a proposed filing of a securities brokerage case, the record includes the following documents:

- The proposed paper regulates the license to establish and operate the securities company (according to the prescribed form at Annex VII issued by this Information);

- The decision of the Grand Council of the East, the Member Council or the Owner of the Withdrawal Of The Securities Business;

- Client account processing.

b) The securities company implementation of the methodology and process by the guidelines of the State Securities Commission;

c) In the time of seven (07) days of work since the date of receiving the report made the account processing of the customer, the State Securities Commission regulates the license to establish and operate simultaneously the decision to revoking the registration certificate. securities in the event of a stock company that does not have a business of securities. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

2. The procedure for the withdrawal of securities investment advisory, securities release guarantee, stock of securities:

a) The profile offers to withdraw a business investment advisory, bail, securities, securities, and securities, including the following documents:

- The proposed paper regulates the license to establish and operate the securities company (according to the prescribed form at Annex VII issued by this Information);

- The decision of the Grand Council of the East, the Member Council or the Owner of the Withdrawal Of The Securities Business;

- The results report processed contracts signed with the customer for the case of the withdrawal of the issued bail, investment advisory; the method of accounting of a self-business account for the case of a stock exchange of securities.

In the time of seven (07) days of work since the date of receiving the full record, valid under regulation at the point of paragraph 2 This, the State Securities Commission regulates the license to establish and operate for the securities company. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 11. Change the name of the company, the location of the headquarters

1. The recommended profile changes the company name:

a) The proposed paper adjuvers the established license and operations of the securities company (according to the prescribed form at Annex VII issued by this Information);

b) The decision of the Grand Council of shareholders, Member Council or Company Owner on the changing of the company name;

c) The amendments to the amendment, the addition of the General Assembly, the Member Council or the Owner of the Securities through.

2. The profile changes the location of the headquarters including:

a) The proposed paper adjuvers the established license and operations of the securities company (according to the prescribed form at Annex VII issued by this Information);

b) The physical basis theory ensures the implementation of a business career at the new site of the headquarters (as defined by the Appendix II issued by this Information) accompanied by a document which demonstrates the use of the headquarters;

c) The decision of the Grand Council of the East, the Member Council or the Owner of the Company on the changes to the site of the company's headquarters.

3. The new site that is headquartered in the stock company is expected to meet the conditions on the basis of matter by regulation at 1 Article 3.

4. Before the approval of a change to the location of the headquarters, the State Securities Commission inspected the facilities at the new site of the headquarters for the securities company that had a stockbroker, stock of securities.

5. During the twenty (20) days, since the date of receiving full, valid records and results checking the facilities (if any), the State Securities Commission regulates the license to establish and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 12. Change of rules

1. The profile of the recommended capital change includes:

a) The proposed paper adjuvers the established license and operations of the securities company (according to the prescribed form at Annex VII issued by this Information);

b) The confirmation of the increased capital of the bank where the opening of the blockade or Financial Reporting account at the time after the stock company completed the adjusted capital gains were audits by the audit organization approved by the State Securities Commission. ; Financial Reporting was audits at the time after the stock company completed the acquisition and cancellation of the stock, which contributed to a reduction in the charter capital.

c) The report on the change of the ownership structure first and after the change of capital; the records of the shareholders, the capital members from ten (10%) return to regulatory capital at point 2 Article 30 This Information and Decision of the Board, A member council or owner for the case of the buyer is the organization;

d) Report results on sale of shares in accordance with the regulation of the law on the case of an equity increase in the equity firm. The report results in the stock acquisition, which contributes and rescints to reduce the charter capital to the regulatory capital reduction case.

2. During the twenty (20) days, since the date of the adoption of the valid dosages in accordance with Article 1 Article, the State Securities Commission regulates the license to establish and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 13. Change the representative under the law.

1. The filing offers to change the company ' s legal representative to include:

a) The proposed paper adjuvers the established license and operations of the securities company (according to the prescribed form at Annex VII issued by this Information);

b) The decision of the Board of Directors, Member Council or the Owner of the appointment of the Chairman of the Board, the Chairman of the Board Member or the Director (General Manager), accompanied by the Personal Information (prescribed by the Appendix IV issued by the Board). according to this message, the valid copy of the People's proof and the valid copy of the certificate of securities of the newly appointed (if any);

c) The amendments to the amendment, the addition of the General Assembly, the Council of the Member or the Owner of the Right to pass over to the case change the title of the representative under the law.

2. During the twenty (20) days, since the date of the adoption of the valid dosages in accordance with Article 1 Article, the State Securities Commission regulates the license to establish and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

Section 3

SUSPENSION, ESTABLISHMENT AND OPERATION RECALL.

What? 14. The operating suspension of the stock company.

1. The stock company is suspended operating in the following cases:

a) The filing of the offer, which regulates the license to establish and operate with deliberate information that is wrong;

b) After the expiration of the specified warning deadline at Article 74 of the Securities Law, the securities firm still failed to rectify the state of warning and had a combined loss of fifty percent (50%) of the charter capital or no longer qualified for operational capital. Stock business;

c) The operation is either incorrect or incorrect with the specified content in the license to establish and operate;

d) Do not maintain the Established License-level conditions and operate as specified in paragraph 1, 2, 3 and 4 Article 3 This message;

The cases are suspended under the rule of law on administrative violation of the securities sector and the stock market.

1. The State Securities Commission is based on the form and extent of the breach of the securities firm stipulated at this one Article to decide the suspension of one, some or all of the securities, securities, securities, and investment advisory. The stock, the securities, and the stock exchange, are stating the deadline and the scope of the suspension.

2. During the suspension, the stock company was not open to the stock exchange account; no new signed, renewed the contracts that were associated with the suspended business professions; must carry out all of the math, transfer accounts according to the report. request of the client (if any); there is a remedy and report of the situation to implement the method at the request of the State Securities Commission.

What? 15 . Recall the establishment and operational license

1. The Securities Company revoked its license to establish and operate in the following circumstances:

a) The cases under regulation at point a, b, c paragraph 2 Article 70 Securities Law; cases under the rule of law on administrative violation of the securities sector and stock market; the case is revoked as specified at paragraph 1. Article 46 of this.

b) The securities company expires in accordance with the Charter or for the dissolution before the deadline;

c) The bankruptcy securities company.

2. During the thirty (30) days, since the date was forced to revoking the license to form and operate under the provisions of this one Article, the State Securities Commission decided to end all licensed business activities by the securities company to carry out the law. The procedure of revoking the license to establish and operate.

3. Since receiving the prescribed text at paragraph 2 This, the securities company is responsible:

a) Within 24 hours, the publication of the information on the website and the business sites of the securities company, published information with the Securities Exchange, the Vietnam Stock Exchange Center for the termination of all operations. business is licensed to make the procedure for the recovery of the established and operational license;

b) The complete termination of the implementation of the licensed business transaction, the new stop of all contracts is related to the business operations of the securities company;

c) Within fifteen (15) days, the securities company must establish a treatment of the securities trading accounts of the open customer at the stock company (if any). The method includes the following basic content:

- The timing and method of information publication, informing each customer of the stock broker's withdrawal;

- The expected time of all transaction accounts (closed or transferred accounts) at the request of the customer, the minimum duration of the transaction period is 30 days;

- The time to stop opening the new account;

- The expected time to stop trading on two exchanges;

- The time of the withdrawal transaction/payment of the customer;

- The expected time the balance of the customer's account balance has not yet to all;

- The treatment for the account exists, the account is disputed.

4. In the period of no more than forty-five (45) days, after the State Securities Commission has an opinion on the prescribed customer account processing method at paragraph 3 This, the securities company must implement the method according to the following order:

a) publish information on popular media and at the company's business locations by regulation and notice to each customer according to the method;

b) Perform the account of the account (closed or transfer) including both the money and the securities required by the customer request;

c) After the expiration of the account of the account, the list of all accounts that exist (the account has not yet performed all of the funds) with the amount of money and stock of each account that exists;

d) Within the year (05) day of work since the expiration of the account of the account, the securities firm reported the State Securities Commission on the situation of accounting of accounts, accounts of existence;

The securities company may make a deal to make the transfer of a customer's stock exchange account to another stock company.

The State Securities Commission can specify other securities companies to replace to complete the transactions and contracts of the securities company revoked the established and operational license. In this case, the civil rights commission was established between the two companies.

5. Within the year (05) working day, since the date of the completion of the account of the account, transfer of the account, the securities company does report the State Securities Commission that results in the implementation of the account, transfer of transaction accounts. Client's stock is still alive. This regulation does not apply to the securities company that completes the account of the account of the account (no longer an account that exists) to the customer.

6. In the fifth round (05) of working days, since the date of receiving the report by regulation at paragraph 4, paragraph 5 This, the State Securities Commission has a text that sends the securities company asking the company and its stakeholders to carry out the dissolution procedure, bankruptcy bankruptcy. The firm is defined by the Law of Enterprise and Corporate Law on the bankruptcy of the business. The text is also published by the State Securities Commission on the electronic information page of the State Securities Commission.

7. During the time of seven (07) working days, since the day of the completion of the dissolution, bankruptcy of the securities company, the securities company of the securities company must submit the original license to the establishment and operation of the securities company the same profile involved. to the dissolution, bankruptcy of the company to the State Securities Commission. During the period of seven (07) days of work since the date of the receiving of valid records, the State Securities Commission decided to revoking the license to establish and operate and implement the prescribed information publication.

Chapter III

THE STOCK COMPANY ' S ORGANIZATION.

Item 1

GENERAL REGULATION

What? 16. Organizational principles

1. Branch, trading room, representative office are units of the stock company. The stock company is responsible for the operation of the branch, the trading room, its representative office.

2. The branch name, the trading room, the representative office must bear the name of the securities company accompanied by the branch from the branch, the trading room, the representative office and its own name to distinguish it.

What? 17. General procedure

1. The established stock company, which closed, changed its branch location, the trading room, the representative office must be approved by the State Securities Commission. The stock company changes its branch name, trading room, changing business practices at the branch and changes the branch director to recommend the State Securities Commission to adjust its decision to establish a branch, the trading room.

2. The filing of the State Securities Commission approved and the proposed filing of the decision to regulate the decision to establish a branch, the transaction room for the content stated at paragraph 1 This was established as a (01) original to the State Securities Commission directly. Or through the mail.

3. The case case is incomplete, valid, the securities company must complement, complete the profile in the thirty (30) days from the date the State Securities Commission has the additional requirement, fining the document by writing. After the deadline, if the stock company was not complementary, fully complete, the record sent the State Securities Commission earlier in the year, of course, of no value.

Item 2

STOCK COMPANY BRANCH

What? 18. Branch formation

1. The branch is a unit of the stock company. The stock company branch is carried out of business-based business, the securities company ' s mandate. Branch business of the branch is limited to the scope of business cases where the stock company is licensed to operate.

2. The establishment of the stock company branch must meet the following requirements:

a) At the time of the establishment of the branch, the stock company was not placed in a state of control, in particular control, suspended operating under existing regulations;

b) There is no administrative violation of the securities sector and the stock market within six (06) months as of the time the State Securities Commission received the filing of the proposed branch;

c) There is a headquarters and equipment required to serve the authorized securities business;

d) The Director of the Securities Corporate Branch must meet the prescribed standards at point a and point 3 Article 34, which has a securities practice consistent with the business case where the branch is implemented, has specialized experience in the field of business. financial sector, banking, securities of at least two (02) years and has minimal operating management experience one (01) years;

It ensures that sufficient securities in the business of business are performing at headquarters, branch offices, trading rooms, and a minimum of two (2) holders of securities suitable for each business transaction performed at the expected branch. Founded.

3. The profile recommended the establishment of the branch including:

a) The proposed branch of the branch (according to the prescribed form at Annex IX issued by this message);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the establishment of the branch and the business securities business business for the branch of the branch;

c) Business processes, internal control processes, risk management processes that are expected in the branch;

d) The physical basis theory ensures the implementation of business transaction pursuits to the securities company's authorized business (as defined by the Appendix II issued by this Information) accompanied by a certificate of the right to the use of the branch headquarters;

List of securities securities of the entire company; list of branch directors, employees of securities working at the branch with a copy of a valid copy of the securities practice and contract contracts signed between the securities company and the securities company. The executive works at the branch; the decision to appoint and the Personal Information (as defined by the Appendix IV issued by this Information) of the Branch Manager.

4. The State Securities Commission conducts testing of the headquarters material for the securities company branch that envisage the securities brokerage, stock of securities before the decision to approve the establishment of the branch.

5. During the fifteen (15) days, since the date of receiving full, valid records and results checking the facilities (if any), the State Securities Commission decided to approve the establishment of the branch. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

6. The securities company branch must formally deploy operations within three (03) months from the date of the establishment of the State Securities Commission. Over time, the State Securities Commission revoked the decision to approve the branch.

What? 19. Close branch

The closure of the branch is done according to the following sequence:

1. The stock company filing a branch filing proposal includes:

a) The proposed branch closes the branch (according to the prescribed template at Annex IX issued by this message);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the closure of the branch;

c) The treatment of securities exchange contracts signed with the customer in effect, including a contract to provide brokerage services, investment advice, and issuing warranty, which highlights the publication of the information, informing the customer about the closure of the cost. the branch and the deadline for the customer to all account for a minimum of fifteen (15) days.

2. In the fifteen (15) days, since the date of receiving valid records in accordance with Article 1 Article, the State Securities Commission decided to approve the closing of the stock company branch. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

3. The stock company that closed its branch according to the methodology reported the State Securities Commission.

4. The stock company reports the results of closing the branch. In the period of the year (05) days, since the date received the report, the State Securities Commission issued a decision to revoking the decision to establish a branch of the stock company.

What? 20. Change the location, modify the decision to form a branch

1. The proposed profile changes the branch location including:

a) The proposed paper changes the branch location (in accordance with the prescribed form at Annex IX issued by this message);

b) The physical basis theory ensures the implementation of a business transaction at the new site of the branch (a prescribed pattern at Annex II issued by this message) accompanied by a certificate of the right to use branch headquarters;

c) The decision of the Board of Directors, Member Council or Owner of the Change of the Branch site.

2. The profile offers to add a business business business in the branch including:

a) The proposed amendment decides to approve the establishment of the securities company branch (in accordance with the prescribed form at the Appendix X attached to this Information);

b) The physical basis theory serves as an additional offer business to the case of an additional case of a stock broker, a stock of securities (prescribed in Appendix II issued by this message);

c) The decision of the Board of Directors, Council of members or the owner of the securities company on the addition of business business at the branch;

d) A list of securities occupiers working at the company's business divisions, branches, trading rooms, and list of securities workers expected to perform an additional offer business in the branch with a valid copy of the company. Securities and labor contracts are signed between the securities company and the stockman who is expected to perform an additional business offer at the branch.

3. The profile offers to withdraw the stock business business at the branch including:

a) The proposed amendment decides to approve the establishment of the securities company branch (in accordance with the prescribed form at the Appendix X attached to this Information);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the withdrawal of business in the branch;

b) The method of handling contracts signed with the customer remains in effect, including the contract to open the stock exchange account, the securities investment advisory contract and the securities release guarantee contract, which highlights the publication of the information, inform the public. customer about closing the branch and the deadline for customers to all minimum accounts of fifteen (15) days.

4. The recommended profile changes the branch name including:

a) The proposed amendment decides to approve the establishment of the securities company branch (in accordance with the prescribed form at the Appendix X attached to this Information);

b) The decision of the Board of Directors, Member Council or Owner on the renaming of the branch.

5. The recommended profile changes the branch manager including:

a) The proposed amendment decides to approve the establishment of the securities company branch (in accordance with the prescribed form at the Appendix X attached to this Information);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the change of branch directors;

c) Personal information of the Branch Director (in the prescribed form at Appendix IV issued by this message) accompanied by a valid copy of the Certificate of People's Certificate, the labor contract, and the securities transaction certificate in accordance with the business case. It ' s authorized by the executive branch.

6. The case of the stock company changing the location of the branch is required to meet the conditions on the basis of the material by regulation at the point of paragraph 2 Article 18 This message. Prior to the approval of the change in place of the branch, the State Securities Commission inspected the facilities at the new site of the branch to the case of the stock implementation of the stockbroker, stock of securities.

7. In the fifteen (15) days, since the date of receiving full, valid records and results of a physical basis test on the case of an additional transaction at the branch or changing the location of the branch (if any), the State Securities Commission makes a decision. amended the decision to approve the establishment of the branch. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

Section 3

STOCK EXCHANGE

What? 21. Establishment of a trading room

1. The trading room is a unit of the headquarters or branch of the stock company. The location of the trading room is within the province of the province, the city where the stock company is headquartered or branch. The transaction room supports the implementation of the securities brokerage, the securities investment advisory, and the securities archive for the headquarters or branch where the trading room depends.

2. The establishment of the stock office of the securities company must meet the following requirements:

a) At the time of the establishment of the trading room, the stock company was not placed in a state of control, in particular control, suspended operating under existing regulations;

b) Not to be treated for administrative violation in the securities sector and stock market within six (06) months as of the time the State Securities Commission received the filing of the proposed filing of the trading room;

c) There is a headquarters and equipment that is required to serve in the securities business support operation;

d) Make sure enough of the securities holders work at the headquarters, branch offices, and the existing trading room and have a minimum of two (2) holders of securities working at the planned trading office.

3. The profile recommended that the trading room include:

a) The proposal to establish a trading room (according to the prescribed form at Annex IX issued by this message);

b) A career process performed at the trading room;

c) The physical base theory ensures the implementation of the transaction's business services (prescribed by the Appendix II issued by this Information) accompanied by a certificate of the right to the use of the transaction office;

d) The decision of the Board of Directors, Member Council or the owner of the securities company on the establishment of the trading room;

The list of securities securities of the entire company; the list of people who practice securities working in the trading room with a copy of a valid copy of the securities and labor contracts signed between the securities company and the executive. work at the stock exchange.

4. The State Securities Commission checks the facilities of the securities company trading chamber before making the decision to approve the trading room.

5. During the fifteen (15) days, since the date received valid records and the results of a physical basis test, the State Securities Commission decided to approve the establishment of the trading room. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

6. The Securities Exchange Chamber must formally deploy operations within three (03) months from the date approved by the State Securities Commission. Over time, the State Securities Commission revoked the decision to approve the trading chamber.

What? 22. Shut down the trading room.

1. The proposed filing closed the exchange room including:

a) The proposed paper closed the trading room (according to the prescribed form at Annex IX issued by this message);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the closure of the trading room;

c) The treatment of securities exchange contracts signed with the customer in effect, which specifies the publication of the information, informing the customer about the closure of the trading room and the deadline for the customer to all the minimum accounts of fifteen (15). day.

2. In the fifteen (15) days, since the date of receiving valid records in accordance with Article 1 Article, the State Securities Commission decided to approve the closure of the stock exchange. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

3. The securities firm that shut down the transaction in accordance with the method reported the State Securities Commission.

4. The stock company must report the results of the execution of the trading room. In the period of the year (05) days, since the date received the report, the State Securities Commission issued a decision to revoking the decision to approve the establishment of the stock exchange.

What? 23. Changing the venue, the amendment decided to approve the trading room.

1. The proposed filing changes the location of the transaction room including:

a) The proposed paper changes the site of the stock company trading room (according to the prescribed form at Annex IX issued by this Information);

b) The physical base theory ensures that the implementation of the business of business services at the new site of the transaction (as defined by the Appendix II) is accompanied by a document which demonstrates the use of the office of the transaction office;

c) The decision of the Board of Directors, Member Council or Owner of the Change of the Exchange site.

2. The proposed filing changes the name of the transaction room:

a) The revised proposal for the decision to approve the approval of the securities company trading room (according to the prescribed form at the Appendix X issued by this message);

b) The decision of the Board of Directors, Member Council or Owner of the Exchange of the Exchange.

3. The securities company changing the site of the transaction room must meet the conditions on the basis of the material by regulation at the point of paragraph 2 Article 21 This message. The State Securities Commission inspected the facilities at the new site of the trading room.

4. During the fifteen (15) days, since the date of receiving full, valid records, the results of a physical basis test, the State Securities Commission decided to amend the decision to approve the establishment of the trading room. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

Section 4

THE OFFICE OF THE SECURITIES COMPANY

What? 24. Establishment of representative office

1. The representative office is a unit of the securities company. The location of the representative office is not within the province of the province, the city where the stock company is headquartered or branch.

2. The operating range of the representative office includes one, some or all of the following content:

a) Perform the office of communication and market research;

b) Promotion of building collaborative projects in the field of securities and stock markets at the site of representative office;

c) Promots, monitoring implementation of projects, contract agreements signed in relation to the operating company sector.

3. The representative office is not implemented in business activity, not to carry out activities related to the stock exchange, not directly or indirectly signs economic contracts.

4. The establishment of the representative office of the securities company must meet the following requirements:

a) At the time of the establishment of the representative office, the securities company was not placed in a state of control, special control or suspended operating under the existing regulations;

b) Not to be treated for administrative violation in the securities sector and stock market within six (06) months as of the time the State Securities Commission received the filing of a proposed record of representative office;

c) There is a representative office.

5. The profile recommended to establish a representative office included:

a) The proposal to establish a representative office (according to the prescribed template at Annex IX issued by this message);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the establishment of the representative office, which specifies the scope of the operation of the representative office;

c) The certificate of the right to use the office of a representative office.

6. During the fifteen (15) days, since the date received valid records, the State Securities Commission decided to approve the establishment of the representative office. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 25. Shut down the office.

1. The securities company representative office closed in the following cases:

a) voluntarily end of operation;

b) The opening of the representative office has the branch or headquarters of the stock company.

2. The proposed filing closed the representative office included:

a) The proposed paper closes the representative office (according to the prescribed template at Annex IX issued by this message);

b) The decision of the Board of Directors, Council of members or owner of the securities company on the closure of the representative office.

3. During the fifteen (15) days, since the date of the adoption of valid records under the provisions of Article 2, the State Securities Commission decided to approve the closure of the representative office and revoked the decision to establish a representative office. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

What? 26. Changing the venue, the amendment decided to approve the representative office.

1. The proposed profile changes the representative office venue including:

a) The proposed paper changes the location of the securities company representative office (according to the prescribed form at Annex IX issued by this message);

b) The decision of the Board of Directors, Member Council or the Owner of the change to the location of the representative office;

c) The certificate of the right to use the office of a representative office.

2. The proposed profile changes the name of the representative office including:

a) The revised proposal for the decision to approve the establishment of the securities company representative office (according to the prescribed form at the Appendix X issued by this message);

b) The decision of the Board of Directors, Member Council or Owner on the renaming of the representative office.

3. During the fifteen (15) days, since the date received valid records, the State Securities Commission decided to amend the decision to approve the representative office. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

Chapter IV

GOVERNANCE, OPERATING THE SECURITIES COMPANY

What? 27. Executive Management Principles

1. The securities company must comply with the provisions of the Securities Law, Corporate Law and other provisions of the law-related legislation. The securities company must enact the Charter in accordance with the provisions of the prescribed pattern at Appendix XI attached to this message.

2. The stock company has a honest responsibility to the customer, which is not violated the property, the rights and other legitimate interests of the customer.

3. The securities company must make a clear definition of responsibility between the General Assembly, the Member Council, the Owner, the Board of Directors, the Board of Control, the Board of Directors in accordance with the Securities Law, Corporate Law and other provisions of the relevant law.

4. The securities company must establish communications systems with shareholders, members to ensure the full provision of information and fair treatment among shareholders, among members, to ensure the legal rights and benefits of the shareholder, of the member.

What? 28. Securities Company ' s Board of Directors

1. The securities company ' s board of directors is the holding company that includes the General Assembly of the East, Board of Directors, Board of Control, Board of Directors.

2. The stock company ' s board of directors is a limited liability company, the two-member responsibility firm that includes the Board of Directors, the Board of Control, the Board of Directors.

3. Chairman of the Board of Directors, Chairman of the Board of Member or Director (General Manager) is the representative under the law of the company under the regulation at the Company Charter.

What? 29. Shareholder, member

1. The founding shareholder, the founding member of the stock company is not transferred in the shares, its initial contribution in the third round (03) years from the date of being granted the establishment and operation, except for the transfer case for the founding shareholder, Another founding member. In this time, commercial banks, insurance businesses, or foreign organizations in accordance with paragraph 7, this $8 Article 3 must always guarantee a minimum of thirty percent (30%) of the securities company.

2. Shareholders, members who own from ten percent (10%) return to equity or the part of a stock company and related holders of shareholders, whose membership is not owned on five percent (5%) of the number of shares or the part of a donation. Another stock company.

3. Shareholders, members who own from ten percent (10%) become the charter capital of the stock company that is not taking advantage of its advantage that damages the rights and benefits of the company and other shareholders.

4. Shareholders, members who own from ten percent (10%) return to the securities company ' s charter to fully notify the stock company within twenty-fourth (24) hours since receiving the information, for the following cases:

a) The number of shares or parts that contribute to the blockade, hold or be processed according to the court decision;

b) The shareholder, member is the organization that decides to change the name or merge, split, dissolve, bankrupt.

5. The securities company must report the State Securities Commission on Prescribed Cases at paragraph 4 This Article during the year (05) days from the date received by the announcement of shareholders, members.

What? 30. The transaction changes ownership of the shares or the portion of the funding that accounts for 10% or more of the securities companies that have contributed to the securities company.

1. The equity transfer transaction or the portion of capital to become a shareholder or member who contributes to a ten percent (10%) return capital that has contributed to the securities company must be approved by the State Securities Commission, minus the stock case. of the listed stock company, registered trading at the Stock Exchange and the transfer case under the decision of the court.

2. The filing recommended for the transaction to include:

a) The proposed a transfer of the shares or the portion of the donation (prescribed at the Appendix XII issued by this message);

b) A valid copy of the transfer offer between the parties;

c) The principle of transfer of the transfer was on the transfer and the receiving side of the transfer.

d) Personal information (prescribed at Appendix IV issued by this message) accompanied by a valid copy of the new shareholder's Certificate of People's People's Certificate in the case of a new shareholder, the individual or copy of the Business Registration Certificate of Business. The case of a new shareholder is the law.

The decision of the Board of Directors, Council of members or holders of the transfer party and the recipient of the transfer to the case of the transfer party and the recipient of the transfer are organized;

e) The securities company ' s confirmation text on the validity of the transfer.

g) The case of transactions that changes ownership of shares, which contributes to foreign factors, foreign language written documents must be held by an organization with a translation function under the provisions of Vietnamese law attuning to Vietnamese. Documents issued by the State Agency for foreign jurisdiction must be legalised in accordance with the regulation of the relevant law.

3. The filing recommended that the transaction be established as one (01) the original directly filed at the State Securities Commission or sent through the post office.

4. During the fifteen (15) days, since the date of the receiving of valid records, the State Securities Commission has a written approval text. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

5. The stakeholders must complete the transaction procedures that have been approved within the ninety (90) days from the date of the approved text of the State Securities Commission valid. The case did not complete the transfer in the deadline, the approved text of the State Securities Commission, which was in full effect.

6. In the fifth round (05) the day since the transfer transaction date is complete, the stock company must report a transaction results to the State Securities Commission under the prescribed pattern at Annex XIII issued by this message.

What? 31. The General Assembly, the Council of the Council.

1. The securities company must build an internal process on the procedure, the order of convening and voting at the shareholders ' General Assembly meeting, the Council of the Member and must be approved by the General Assembly, the Council of Member States.

2. The stock company is the holding company that must hold the annual General Assembly Meeting in the four (04) months, since the end of the fiscal year. In the absence of the organization, the securities firm must report the State Securities Commission in writing, which states the reason and must hold the annual General Assembly meeting in the second term (02) next month.

3. The securities company must report the results of the shareholders General Assembly meeting, the Council of Member accompanied by resolution and related documents to the State Securities Commission within the year (05) working days since the end of the shareholders ' General Assembly meeting, it said. A member council.

What? 32. Board of Directors, Board of Directors

1. Member of the Board of Directors, Member Council member of the securities company is not simultaneously a member of the Board of Directors, Member of the Board Member, Director (General Manager) of the other securities company.

2. The task function and proxy content for the Board of Directors, the Member Council must be specified in particular.

3. Function, the duties of each member of the Board, the Member Council must be explicitly specified.

4. The Board of Directors, the Member Council must build the internal process of procedure, the order of convening and voting at the board meeting, the Member Council.

5. The Board of Directors, the Member Council must set up the department or to send persons on the task of administing the risk under the provisions of this Article 35 of this and the internal control duties under the provisions of this Article 36.

What? 33. Control.

1. The head of the securities company ' s Board of Control is not simultaneously a member of the control board or manager of the other securities company.

2. The Control Board must build the control process and must be approved by the General Assembly or the Council of the Member.

3. For the Control Board that comes from two (02) members or more, the Control Board must meet a minimum of two (02) times in a year. The meeting editor must be fully documented, full of content meeting and must be kept in accordance with the rules.

4. When a member of the Board of Directors, Member of the Board Member, the Board of Directors violated the law, the Company Charter, which leads to the breach of the rights and interests of the company, shareholders, holders or clients, the Control Board has the responsibility to ask. program during certain times or offer to convene the General Assembly of the Eastern Council, the Council of Membership, the Owner to resolve. For legal violations, the Control Board must report by writing to the State Securities Commission in the period of seven (07) days of work since the date of the breach.

What? 34. The Board of Directors.

1. The Director (General Manager) is the operator of the day-to-day business of the securities company, which is subject to the oversight of the Board of Directors, Board of members and is responsible to the Board of Directors, Board of members and before the law on employment. It ' s all right, and it ' s been delivered.

2. Director (General Manager), Deputy Director (Deputy General Manager) securities companies are not simultaneously working for the securities company, fund management company or other business; Director General (General Manager) Securities is not a member of the Board of Directors. co-governance, member of the board of members of the other securities company.

3. The Director (General Manager) the securities company must meet the following standards:

a) Not that the person who has been or is being prosecuted for criminal responsibility, is imprisoned or executed by the court of law in accordance with the rule of law;

b) There is professional experience in the financial sector, banking, securities of at least three (03) years and having a minimum operating management experience of three (03) years;

c) There is a Certificate in Financial analysis or Certificate of Fund Management;

c) Not being treated by the State Securities Commission under the securities law and stock market in the second round (02) year.

4. Deputy Director General Manager (Deputy Director General) in charge of the professional department must meet the prescribed standards at point a, d by regulation at paragraph 3 This, which has a certificate of securities practice consistent with the scope of being assigned in charge, has experience. expertise in the financial sector, banking, securities of at least two (02) years and having a minimum operating management experience of two (02) years.

5. The securities company must build the working regulations of the Board of Directors and must be approved by the Board of Directors, Council Member. The minimum working regulation must have the following basic content:

a) Responsibility, the specific task of the member of the Board of Directors;

b) The sequence of the sequence, procedure, and participation of the meetings;

c) The Board ' s reporting responsibility for the Board of Directors, Council Member, Board of Control.

What? 35. Risk management

1. Function and the operational principle of the risk management division run by the Board of Directors, Council of Member States:

a) Regulation of risk management strategies; risk assessment standards; the overall level of risk of the company and of each division within the company;

b) independent assessment of the suitable and adhering of policies, risk processes that have been established in the company;

c ) Check, review and evaluate the full, effective, and effectiveness of the Board of Directors ' risk management system to finer this system.

2. The Board of Directors must establish and maintain the risk management implementation system that includes processes, apparatus, personnel to ensure that the prevention of risks can affect the interests of the company and the company's customers. The risk management execution system performs the following tasks:

a) Define the policy of enforcement and the degree of risk acceptance of the company;

b) determine the risk of the company;

c) Measuring risk;

d) Monitor, prevent, detect and process risks.

3. The State Securities Commission instructs the risk management system to apply to the securities company.

What? 36. Internal audit

1. The stock company is a public holding company or the licensed company performing a securities brokerage that must set up the internal audit department of the Board of Directors (Member Council). Functional internal audit department, mission:

a) The independent review of the suitable and adhering of the laws of law, Charter, the decisions of the General Assembly, the owner, the Board of Directors, the Council of the Member;

b) Check, review and evaluate the full, effective, and effectiveness of the internal control system subordinated to the Board of Directors to finer this system;

c) Assessment of the compliance of business activity on internal policies and processes; and the following:

d) Staff to establish internal policies and processes;

) Assessment of adhering to the rule of law, control of the measures of safety of property;

e) Assessment of internal audits through financial information and through the business process;

g) define the process of identification, assessment and management of business risk;

h) Evaluation of the effectiveness of activities;

i) Assessment of compliance of the commitments in the contract;

l) Perform control of the information technology system;

l) Investigate violations in the internal securities company;

m) Perform the internal audit of securities companies and subsidiaries of the securities company.

2. Internal audit activity must secure the following principles:

a) Independence: independent internal audit division with other parts of the securities company, including the executive board; independent internal audit operation with operating operations, a securities company's business; employees as internal audit work. is not to be taken on the subject work of internal audits, not to be able to do business in business parts such as brokerage, self-employment, analysis, investment advice, warranty of release, risk management;

b) objectiality: internal audit department, internal audit department employees must ensure objectiality, fair, undefined in the process of carrying out its mission. The stock company must secure an internal audit that does not take any interference in doing its duty;

Internal audit personnel must demonstrate objectively during the process of gathering, evaluate, and communicate information about operation or processes, the system has or is being audable. Internal auditor needs to give a fair assessment of all the relevant issues and not be governed by the goal of their own rights or by anyone else when making comments, reviews;

c) honesty: internal auditor must perform its work on honesty, be careful and accountable; comply with the law and perform public work content pursuer to the regulation of law and profession;

d) Security: internal audit department employees need to respect the value and ownership of the information received, not to disclose information without a valid authorization unless the obligation to disclose information in accordance with the rules of the law and the internal regulation. department of the company.

3. The personnel request of the internal audit department

a) The person who worked the department was not the one who had been fined since the fines of returning to violations in the field of securities, banking, insurance over the course of the year (05) the year closest to the year appointed;

b) The head of the internal audit department must be the person with the degree of expertise in law, accounting, audit; There is sufficient experience, credibility, authority to execute the effective task effectiveness;

c) Not a person with regard to professional department heads, career practitioners, Director (General Manager), Deputy Director (Deputy Director General), Branch Director in the securities company;

d) There is evidence of the underlying problems of securities and stock markets and the Securities and Exchange Certificate in securities and securities securities or securities securities;

No other jobs in the securities company.

What? 37. Internal Control

1. The securities company must set up the internal control department of the Board of Directors (Directorate General). Internal control systems include processes, apparatus, and independent personnel.

2. The internal control division of the Board of Directors has the task of controlling compliance with the following content:

a) Testing, oversight of compliance with law regulations, corporate charter, decision of the General Assembly, the decision of the Board, the statutes, the business process, the company's risk management process, of relevant departments and the management of the company. of the securities occupiers in the company;

b) Monitoring enforcement of internal regulations, potential activities of conflict of interest within the company's internal affairs, in particular to the business activities of the company itself and the personal transactions of the company staff; overseeing the enforcement of the responsibility of the company. cadres, employees in the company, enforcement of the responsibility of the partner to authorized operations.

c) Content examination and monitoring of the implementation of the rules of occupational ethics;

d) Monitoring the calculation and compliance of financial safety guarantees;

) Separate customer assets;

e) Protect, store customer assets;

g) the law of the law of the chamber, the money laundering of money;

h) The other content was assigned to the Director General.

3. The securities company must set up an internal control system that includes organizational structure, processes, internal regulation applicable to all of the company's positions, units, parts, and operations to ensure objectives:

a) The operation of the securities firm adheres to the provisions of the Securities and Relevant Documents;

b) Asking the rights to the customer;

c) The operation of the securities firm is safe, effective; protection, management, safety use, asset efficiency and resources;

d) The financial information system and honest, reasonable, full and timely management information; honesty in the company's financial statements.

4. Request for the personnel of the internal control department:

a) The head of internal control must be the person with a degree of expertise in law, accounting, audit; There is sufficient experience, credibility, authority to enforce effective tasks assigned;

b) Not the person with regard to the chief of the department of expertise, who performs a career, Director (General Manager), Deputy Director (Deputy Director General), Branch Director in the securities company;

c) There are only fundamental issues of securities and stock markets and securities law enforcement and securities markets or securities securities;

d) No other jobs in the securities company.

What? 38. Manage Stock Action

1. Unless the case is sent as the representative portion of the capital that contributes or is sent to the organization's company management of the holding company or of the organization that the securities company has investments, the occupiers are not:

a) at the same time working for another organization that has a relationship with the stock company where he works;

b) At the same time working for the securities company, other fund management company;

c) at the same time as the Director (General Manager) of an organization that welcomes the securities to the public or the organization listed.

2. The driver of the securities that is working for the securities company is only open to the stock exchange account for himself (if any) at the stock company where he is working. The regulation does not apply to the case that the stock occupiers are working for the securities company that is not a member of the Stock Exchange.

3. The driver of the securities is the person on behalf of the securities company to carry out transactions with customers and the securities company must be responsible for all activities of the securities occupiers when carrying out the securities firm ' s tasks. Stock. The stock operator is not used to use money, securities on a customer's account when it is not authorized by the securities company under the client's mandate to the stock company in writing.

4. The occupiers must participate in mandatory training courses in law, trading system, new securities issued by the State Securities Commission, the Stock Exchange of the Securities.

Chapter V.

FINANCIAL SAFETY MANAGEMENT

What? 39. Increase, Charter Capital Reduction

1. charter capital

a) The stock company is not adjusted to a regulatory capital increase when not officially conducting a stock business;

b) The securities company is a limited liability company that performs an increase in the regulatory capital under the regulatory forms of the Enterprise Law. Prior to the implementation of the securities company charter that had to report the State Securities Commission, the report records include:

- The announcement of the increase in the charter capital;

- The decision of the Council of members, the owner of the increase of capital and capital mobilism has been approved by the Council of the Board, the owner of the securities company.

- The list of new capital members, members from ten percent (10%) of the securities company's capital is accompanied by regulatory documents at the end of this Article 2 Article 30.

c) The stock company is the holding company that is raised by the regulatory capital in the following forms:

-Release new shares to increase the regulatory capital that follows the regulation of the relevant legislation, including the form of debt transfer into capital that contributes to the agreement between the creditor and the securities company;

-The bond of bonds has been published in accordance with the rule of law;

-Combine capital surpluses, profits left and other valid sources to supplement the regulatory capital increase. The stock company used a capital surplus due to the disparity between the price of the sale and the price of the funds purchased by the fund stock to supplement the charter capital after the sale of the fund stock. The stock company was used as a capital surplus due to the difference between the sale price and the value of the stock issued to supplement the regulatory capital increase after a year from the time of the release of the release.

d) Before the implementation of the regulatory capital increase in the form of the bond conversion and the form of the connection of the valid sources specified at the point of 1 Article 1 Article, the securities company must register with the State Securities Commission. Registration documents include:

- The case of bond conversion to shares: The decision of the General Assembly to pass through the issue of the issue accompanied by the Bond Conversion Method into shares was approved by the Eastern Council;

- The case of connecting valid sources to increase equity: The decision of the General Assembly to the East through its release; Financial Reporting has the closest audits and other necessary documentation that proves the legal capital used to supplement the capital ' s regulatory capital increase. -No.

2. Reduced capital

a) The stock company is a limited liability company a member who is not reduced to charter capital;

b) The stock company is a two-member LLC or an equity acquisition corporation, which contributes to the shareholders, of its members to reduce the charter capital. Shares, which contributed to the shareholders, of the members after the acquisition to reduce the charter must be destroyed immediately;

c) The conditions for the securities company to buy back shares, the portion of which contributed to the charter capital reduction include:

- Minimum operating time of three (03) years from the date of being granted established and operational license;

- The General Assembly of the East, the council member through the reduction of the charter capital, through the regulatory capital reduction method;

- According to the latest audit financial report at the latest period shows that there is sufficient capital to buy back the stock, the portion that contributes to the following sources: the equity surplus or the investment fund developed or profits after undistributed tax or other equity sources are used. to buy back the rules of the law;

- Must be approved by creditors on the reduction of capital if at the time the company capital reduces the debt obligation to pay;

- After the regulatory capital reduction, the securities company must ensure that sufficient payment of the debt and other property obligations simultaneously ensure sufficient capital of the securities business is licensed under the current regulation rate, the capital rate available after the payment of the securities. purchased the stock, which contributed to a minimum of 180% or more.

d) Prior to the implementation of the securities company charter funding must report the State Securities Commission, the report records include:

- Notification of reduced capital;

- The decision of the Council of Membership, the General Assembly on the reduction of the charter capital and the charter capital reduction method was approved by the Board of the Council, the Council of the shareholders of the SEC.

-Financial reports have been audits by the audit organization that was approved by the State Securities Commission at the time of the decision to reduce the charter capital;

-The opinion of the creditors on the confirmed capital reduction of the independent audit organization approved by the State Securities Commission;

- A member of the Board of Directors, member of the Board of members, a member of the Board of members, to ensure sufficient debt and other property obligations after a reduction in the regulatory capital.

3. During the fifteen (15) days, since the date of the adoption of the valid document on the increase, the regulatory capital reduction stipulated in paragraph 1, 2 This, the State Securities Commission responded to a written securities company in writing of the increase, reduced capital.

4. After completing the implementation of the charter capital, acquisition of stock, portion of the capital to reduce capital, the securities company performs the procedure to regulate the Establishment Permit and operate under the regulation at Article 12 of this Information.

What? 40. Financial Safety Only

1. The securities company must ensure financial safety indicators under the provisions of the Ministry of Finance.

2. Report the capital rate available on June 30 annually. must be under control And on December 31st, every year. must be auditated by the independent audit organization approved by the State Securities Commission.

3. The State Securities Commission is responsible for the publication of information on the State Securities Commission ' s electronic information page on the securities company under control, special control and other relevant information to protect the investor in the two-year deadline. The time since the decision to put the stock company into a state of control, special control.

What? 41. Fund shares

1. Unless the case of purchasing a single stock at the request of the customer or purchasing an error by the provisions of the Securities Archive Center, the stock company is the acquired holding company of no more than ten percent (10%) of the common shares issued as shares. The funds.

2. The stock company is only used as a source of interest to leave, surplus capital and other sources (not including the financial reserve fund) under the rule of law to buy fund shares. After purchasing fund shares, the securities company must ensure a minimum equity equity by law.

The above regulations are calculated according to the Financial Reporting or Merged Financial Report (the stock company case is the parent company) that has been audits closest but not more than six months to the time of the expected purchase of the fund stock.

3. The purchase or sale of the fund shares must be approved by the Board of Directors of the company.

4. The stock company only sold fund shares after six (06) months from the date of the merger of the nearest fund stock, except for the distribution of workers in the company or as a reward stock. The case used as a reward stock for workers must be passed by the General Assembly and ensure that there is sufficient supply from the equity source.

5. The stock company that carried out the purchase or sale of a fund shares must have a purchase or sale of a fund stock which states the timing of the execution, the principle of valuation, and the need to report the State Securities Commission by writing simultaneously to slow information. in seven (07) the day before the date of the purchase or sale of the fund stock. The report and the information publication include the following principal content:

a) the purpose of buying or selling fund stocks;

b) The maximum number of shares expected to buy or sell;

c) The capital to buy;

d) Principles of valuation;

Time to carry out the transaction;

g) The expected price.

6. During the ten (10) days of the day since the end of trading or sale of fund shares, the securities company must report the State Securities Commission and publish information, stating the reason if not to implement the amount of stock expected to buy or sell shares. The funds.

7. The stock company is not buying fund shares in the following cases:

a) The company is in overdue debt;

b) The company is in the process of welcoming the stock to raise additional capital;

c) The company is making its separation, gross stock;

d) The company is making the sale of fund shares;

The company's stock is a public offering.

8. The stock company must end the purchase or sale of fund shares over time that has announced but the maximum of no more than ninety (90) days from the date of the start of the transaction.

9. The stock company was not bought the following stock as a fund stock:

a) Shares of large shareholder, corporate manager and related stakeholders of the Securities Law, minus the case of the stock company ' s stock that has been listed on the Stock Exchange;

b) The shares are restricted under the provisions of the law and the Company Charter.

10. The case of a stock company that sells fund shares is preferable to the subject states at a point of 9 This, which must be passed by the General Assembly, the subjects with the relevant interest are not allowed to participate.

11. The stock company was not changed and had to make a purchase, the fund stock sale reported and announced. The case is not implemented, the securities company must have a reasonable rationing, having the program text to the State Securities Commission and the publication of the information according to the regulation.

12. The case of selling the fund shares in the form of a stock sale to the public, the securities company must do according to the regulation of the sale of the securities to the public.

What? 42. Debt Loan Limit

1. The total debt ratio on equity of the securities company is not exceeding three (03) times. The value of total debt according to this regulation does not include the following:

a) The deposit of the customer's stock exchange;

b) The benefit reward fund;

c) Proposition of employment allowance;

d) The compensation bill damages the investor.

2. The short-term debt of the stock company is maximal by short-term assets.

What? 43. Loan restrictions

1. The stock company is not lending money and securities under all forms, except the case of a securities company for a customer to borrow money to purchase securities in accordance with the Securities Exchange of the Ministry of Finance.

2. The stock company is not allowed to borrow under any form for large shareholders, Board members, Board member, Member Council member, Board Member, Chief Accounting Officer, Head of the Board, Board of Directors and Board members. The other reason. the appointed administrator and the relevant person of the above subjects.

What? 44. Restrict investment

1. The stock company is not purchased, which is buying real estate except the case for use as its headquarters, branch, trading room directly for the business operations of the securities company.

2. The stock company buys, investing in a regulatory real estate at the expense of one Article and the fixed asset by the principle of the remaining value of fixed assets and real estate not exceeding fifty percent (50%) of the company ' s total assets. stock.

3. The stock company is not used in excess of seventy percent (70%) of equity to invest buying corporate bonds or other organization-owned financing, which is not used in excess of twenty-percent (20%) of equity to invest in companies and businesses. Not listed.

4. The stock company is not directly or commissioned for the organization, the other individual does:

a) Investment in the stock or part of the company's contribution is owned on fifty percent (50%) of the securities company's charter, except for the case of a retail stock purchase at the request of the customer;

b) Along with the relevant investment person from five percent (5%) returns to the regulatory capital of the other securities company;

c) To invest more than twenty percent (20%) of the total stock, the ongoing fund certificate of a listed organization;

d) To invest more than fifteen percent (15%) of the total stock, the circulating fund certificate of an unlisted organization, the regulation does not apply to membership fund certificates;

Investing or contributing to more than ten percent (10%) of the total contribution of a limited liability company or business project;

e) invest more than fifteen percent (15%) of equity into an organization.

5. The stock company was established, acquiring the fund management company as its subsidiary. In this case, the securities company does not have to comply with the regulation at point c, d and this Article 4 Article. The stock company is expected to form, acquiring the fund management company as a subsidiary that must meet the following conditions:

a) The equity holder after the creation of the capital, acquisition of the minimum fund management company must be equal to the legal capital for the company business business;

b) The rate of capital availability after the contribution of capital, acquisition of the minimum fund management company must reach an hundred and eighty percent (180%);

c) The stock company after its founding, acquisitions the fund management company to ensure compliance with the default debt-loan restriction at Article 42 of this and limit the investment of regulation at paragraph 3 This and point of paragraph 4 This.

6. The case of an investment securities company exceeds the level due to a guarantee issued in the form of a certain commitment, merger, merger or due to asset volatility, equity of the securities company or capital organization, the securities company, and the securities company. must apply the necessary measures to comply with the specified investment limit at paragraph 2, 3 and 4 This is maximum in the term of one (01) year.

Chapter VI

THE ACTIVITY OF THE SECURITIES COMPANY

Item 1

GENERAL REGULATION

What? 45. The principle of activity.

1. The securities company must enact a business process, internal control process and risk management applicable to licensed workmen.

2. The securities company must enact the ethical rules of conduct that are consistent with the company ' s business business.

3. The securities company must ensure a separation of the office of employment, personnel, data systems, reporting between business departments to ensure avoidance of conflict of interest between the securities company with the customer or between the customers. The securities company must make a public informed customer of conflicts of interest that may arise between the stock company, the securities and the customer.

4. The securities company has to be able to run the securities in securities with a certificate of securities in accordance with the active business. A stock worker who performs a business in securities is not at the same time as a stock broker.

5. The stock company is not given the identification or guarantee of a customer in terms of income or profit reached on its investment or to ensure that the customer does not lose the loss, unless the investment in the securities has fixed income.

6. The stock company is not disclosed information about the customer, unless the case is agreed by the customer or at the request of the competent state regulator.

7. The stock company is not doing the conduct that makes customers and investors misunderstand the stock price.

8. The stock company makes a price forecast or recommendation of transactions involving a particular type of securities in the media that must specify the basis of analysis and source of information.

What? 46. Suspend activity.

1. The securities company suspended securities business at its headquarters, the branch, the trading room had to be approved by the State Securities Commission. The duration of the pause is no more than ninety (90) days. Over time, the State Securities Commission revoked the established and operational license or decision-making.

2. The filing recommended that the active pause be established as one (01) the original directly filed at the State Securities Commission or sent through the post office. The filing of a temporary temporary offer is included:

a) The proposed suspended motion (in accordance with the prescribed form at Annex XIV issued by this message);

b) The decision of the Board of Directors, Council of members or the owner of the securities company on the suspended operation;

c) The method of handling contracts signed with the customer is in effect.

3. During the fifteen (15) days, since the date of receiving valid records under the provisions of this Article 2, the State Securities Commission decided to approve the operation to suspend its headquarters, branch offices, trading offices of the securities company. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

4. The securities company is responsible for reporting the State Securities Commission for a quarter of a quarter (24) hours since its headquarters, branch, operating trading office.

Item 2

STOCK BROKER BUSINESS

What? 47. Stock broker responsibility

1. The stock company has to reposition the securities occupiers to work in the following positions:

a) Consulting, interpretation of the contract and implementation of the opening procedures of the stock exchange account for the customer;

b) Securities transaction advisory for customers;

c) Take the order, control the customer ' s stock exchange command;

d) The head of the stockbroker's business.

2. The securities company must comply with the regulations on the prevention of money laundering under existing law regulations.

3. The customer's brokerage account opening an account at the stock company must be managed to focus and have to save the backup at another location.

4. The stock company performing a business brokerage failed:

a) Give an opinion of increasing or lowering the stock price without a base to entil the customer to participate in the transaction;

b) Agreement or give specific interest or share profit or loss with the customer to entil the customer to participate in the transaction;

c) Direct or indirectly set up fixed sites outside of the trading sites approved by the State Securities Commission to sign a broker with the customer, take the order, implement a stock exchange order or transaction payment, or exchange it. securities with customers;

d) Take the order, pay the transaction with the non-person to the name of the transaction account without the authorization of the person by the name of the document;

Reveal that the contents of the customer's transaction command or other confidential information are available when carrying out transactions to the customer without having to publish information or follow the request for inspection, inspection in accordance with the law;

e) Use the name or account of the customer to register, exchange securities;

g) Invasion of assets, rights and other interests of the customer.

What? 48. Open transaction account

1. To make purchases, sell securities to a customer, the securities company must manually open a transaction account to each customer on the basis of a request to open the account and the contract to open the stock exchange account with the customer. An open-account offer must have minimum-defined content at the XV Exhibit issued by this message. An open-account contract must have minimum-defined content at the XVI Appendix issued with this message.

2. The stock company has an obligation to explain the contract content opening of the transaction account and relevant procedures when implementing the stock exchange for the customer, which seeks to understand the financial capability, the ability to bear the risk and expectations of the returns. clients.

3. The contract to open the stock exchange account in paragraph 1 This is not contained in the following agreements:

a) Agreement to evade the legal obligations of the securities company without any significant reason;

b) The agreement restricts the securities company ' s compensation to which there is no major reason or transfer of risk from the securities company to the customer;

c) The agreement to force the customer to perform an unequal compensation obligation;

d) The agreements were unequal to the customer.

4. The investor who opens the account at the stock company must fill up all the information on the open-account contract.

What? 49. Responsibility for Client

1. When consulting for a stock transaction customer, the stock company must fully collect the information about the customer, not be guaranteed the stock value that you recommend investing.

2. The stock company has an obligation to update customer change information when the customer has the request.

3. The securities company must directly sign the contract to open a transaction account to the customer, directly implementing the stock exchange for the customer and is accountable to the law on these activities.

4. The stock company must publish on the rate of stock trading before the customer makes the transaction.

5. The securities company is obligated to track the money and stock details of each customer, provide information on the balance, the amount of the amount of money (if any) and the stock to the customer when the customer demands it.

6. The stock company must set up a dedicated department responsible for communications with the customer and address the customer's questions, complaints.

What? 50. Manage customer money

1. The securities company has to manage the separation of money deposited by each customer's stock exchange, which separates the customer's money from the stock of the securities company.

2. The stock company is not directly receiving and paid cash to trade the stock of the customer that must be made through the commercial bank.

3. The stock company is not abusing the customer ' s money in all forms. Transactions related to the customer's money are only allowed to follow the provisions of the law.

4. The stock company must build a customer ' s tax separation management system in accordance with the method stated at this point of paragraph. In addition, the stock company can build a system-based system plugin at this b point where the customer is selected:

a) Customers of the securities company open accounts directly at the commercial bank selected by the securities company to manage the stock exchange. In this method, customers, securities companies and commercial banks have contracts agreement on the way to confirm, blockade the balance of money and transfer payment of the customer's stock exchange. After the purchase order of the customer's stock is matched, the stock company has the right to ask the bank where the investor opens the account to make a corresponding transfer to the value of the joint command to the stock exchange payment account issued by the securities company. The name is open at the commercial bank by the stock company. The stock company is obligated on behalf of the customer who performs the payment transaction payment with the stakeholders;

b) The stock company opens a dedicated account at the commercial bank to manage the deposit of the customer's stock exchange. The dedicated account must open separately and separate from other accounts of the securities company.

This dedicated account only serves the transaction of the customer, in particular:

- Customers submit, transfer money into the stock exchange account;

- The customer withdrew, moved the money out of the stock exchange account;

- Client payment of the stock exchange;

- Client signing transaction funds, paying for stock auction;

- Payment customers exercise the right to purchase securities;

- Other payment cases of the customer follow the customer's requirements and comply with the provisions of the law.

The stock company is responsible for setting up the accounting system to manage the deposit of each investor. The stock company has an obligation to determine the balance (if any) at all times of each customer's point and provides a detailed copy of the amount of money (if any) of each customer at any time at the request of the client or the state authority to have jurisdiction.

The securities company has a responsibility to ensure the implementation of all withdrawal requests, transfer of the customer's money within the customer's balance range when the customer is no longer obligated to pay for the stock company.

The stock company is not receiving the mandate of the customer to make an internal money transfer between the accounts of the clients.

5. The stock company must publish on the electronic information page and at its affiliates, the trading office of the stock exchange stock company is selected for two methods of managing the customer's stock exchange.

6. Slowly in the third round (03) working days from the date of the signing of the contract at point a and point b 4 This, the securities company must report the State Securities Commission with a copy of the contract contract between the securities company and the bank. trade.

7. Before sixteen (16) now the second weekly or the first working day of the week, the securities company has a dedicated account of reporting the State Securities Commission, the balance of the customer's balance at the company ' s dedicated account. Securities opened at the commercial bank under the prescribed form at the XVII Appendix issued by this message. The number of reports indicated above the checkpoint at the end of the day's work before the date of the report.

What? 51. Customer stock management

1. For securities that have been registered in the focus:

a) The securities company must manage the securities separation of the customer's ownership with securities owned by the securities company;

b) The securities firm must make a resigning of the customer's securities into the Vietnam Stock Exchange Centre within one (01) date of work since the date of receiving a client's valid securities filing;

c) The securities company is responsible for timely notice, sufficient for the customer for the rights to arise related to the stock of the customer;

d) The submission, withdrawal, exchange of securities performed by the order of the customer and by the regulation of registration, deposing, clearing, and payment of securities.

2. For securities that have not yet been registered as a collection, the securities company is registered and registered a customer's securities at the securities company under contract signing with the customer and by regulation at Article 58 and Article 59 of this.

What? 52. Command and execute transaction command

1. The stock company receives a customer transaction command in the following forms:

a) Take a direct order at the counter;

b) Take orders from far over the phone, fax, internet and other transmission lines.

2. The stock company is receiving an online transaction order after it has registered with the State Securities Commission in accordance with the regulation.

3. The case of receiving an online transaction order, over the phone, via fax and other transmission lines, the securities company must comply:

a) the Electronic Exchange Law and Guide documents;

b) Ensure that the full record is fully documented at the time of the command of the command, save proof of proof of the order of the customer;

c) Ensure that the principle of validation with the customer before entering command into the transaction system;

d) There is a safe guarantee, transmission of communication and appropriate remedied when you do not enter a customer's command into the transaction system due to the company's error.

4. The stock company is made only by a customer's command when the transaction command is full and accurate information about the customer, transaction date, stock code, method, type of command, quantity and transaction price. The customer's transaction command must be documented by the securities company number of order and time (date, time, minutes) to receive the order at the time of the receipt.

5. The stock company must take a quick and accurate way of ordering the customer ' s transaction.

6. The stock company is only receiving an order to purchase or sell stock of the customer when there is enough a hundred percent (100%) of money or securities and must have the necessary measures to ensure the customer ' s ability to pay when the transaction order is made.

7. The securities company must inform the results of carrying out the transaction order to the customer shortly after the order is matched by the customer and the securities securities agreement in the contract.

8. The customer case that opens the deposit account at the member of the deposit is not a transaction member, the transaction member and the storage member must sign the responsibility agreement agreement ensuring the principle of the transaction member is responsible for execution. transaction command, member of the storage member responsible for checking the deposit rate, the customer's securities, and ensuring the payment for the customer under the rule of law.

Section 3

BUSINESS SELF-BUSINESS

What? 53. Stock of stock

1. The securities company must ensure there is sufficient funds and securities to pay transaction orders for its own account.

2. The self-employed business of the securities company must be made with its own behalf, not to borrow the name of another person or perform with a personal name or for others to use a self-employed account.

3. The following cases are not considered to be self-securities:

a) Buy, sell securities due to post-transaction error correction;

b) Buy, sell fund shares.

4. The stock company must prioritiate the order of the customer before carrying out its own command.

5. The stock company must publish to the customer when he is a partner in the deal deals with the customer.

6. In the case of a purchase order, the sale of a customer can be a major influence on the price of that stock, the stock company is not bought, sold before the same type of stock for itself or disclosure of information to the third party purchased, sold It's the stock.

7. When the customer sets a limit order, the stock company is not bought or sold in the same way that the same type of securities is available to themselves at a price level or better than the price of the customer before the order of the customer is made.

Section 4

SECURITIES ISSUED SECURITIES

What? 54. Release bail conditions

The securities company is issued in accordance with a certain form of commitment when ensuring the following conditions:

1. Be licensed to perform a stock job issuing securities.

2. At the time of the signing of the release guarantee, the total value of all of the bail contracts issued in accordance with the form of certainty is sure to meet the following conditions:

a) Not to be larger than a hundred percent (100%) of sexual equity according to the most recent quarterly financial report;

b) Do not exceed fifteen (15) the number of times the difference between short-term assets and short-term debt due to the most recent quarterly financial report.

3. Not placed in a state of control, special control in three (03) months prior to the time of the signing of the issued bail.

What? 55. Restricted warranty restrictions

1. The securities company is not issued by bail in the form of a certain guarantee or as the main patron in the following circumstances:

a) The stock company, independent or of the same subsidiary or together with holders of ownership from 10% or more of the organization's executive capital, or has the authority to control the organization's release, or have the right to appoint the Director (General Manager) of the organization. -

b) Minimum 30% of the securities company's capital and a minimum of 30% of the organization's provisions issued by the same individual or an organization;

c) The organization releases, independently or in the same subsidiaries or together with relevant holders from 20% or more of the securities company ' s charter, or have control of the securities company, or have the right to appoint the Director (General Manager) of the company. securities;

d) Member of the Board of Directors, Director (General Manager) and relevant persons of the securities company simultaneously as board member, Director General (General Manager) of the organization released;

Member of the Board of Directors, Director (General Manager) and relevant persons of the organization issued as Member of the Board, Director (General Manager) of the securities company;

e) The stock company and the organization have a common law-based company.

1. The securities company receives securities issued securities that must open a separate account at the commercial bank to receive the investment deposit of the investor.

Section 5

STOCK INVESTMENT CONSULTING BUSINESS

What? 56. The responsibility of the securities company

1. To provide a securities investment advisory service to the customer, the stock company must sign a contract with the customer with the minimum content as follows:

a) the right, the duty, the duty of the parties to the contract;

b) Securities investment advisory range;

c) The method of providing services;

d) Service offers.

2. The stock company must collect and manage information about the customer, including:

a) Client's financial situation;

b) Customer investment goals;

c) the ability to accept customer risk;

d) Experience and understanding of the investment of the customer.

3. The securities investment content must have a reasonable and consistent basis based on reliable information, logical analysis. The stock investment recommendation is made to be relevant and consistent with the stock analysis content and the stock market. Securities and market analysis reports, the investment recommendation must clear the source of the data citation and the name of the person responsible for the reporting content, the recommendation of the securities investment.

4. The investment advisory firm to the customer must ensure that the customer makes an investment decision on the basis that is provided with full information that includes both the content and risk of the product, the supply service.

5. The securities company must secure the information received from the user of the consulting service in the process of providing the consulting services unless the case is agreed upon by the client or other regulated law.

6. The securities company must advise investing in accordance with the investment objective and financial situation of the customer and must be responsible for the analysis results and reliability of the information provided to the customer.

What? 57. Forbidden behavior

Except for other regulated law cases, the securities company provides an investment advisory service that is not directly or indirectly performs the following acts:

1. Make up the stock investment in place of the customer.

2. Agreement with the customer to share profits or holes.

3. Advertising, which claims that content, effectiveness, or other securities analysis methods have a higher value of the other securities company.

4. There is a behavior that provides false information to lure or invite customers to buy some kind of securities.

5. Provide false information, fraud, or misleading customers.

6. Other acts contrary to the rule of law.

Section 6

STOCK EXCHANGE TRANSACTION

What? 58. Stock exchange transaction range

The stock company issued a Certificate of Storage Activity that is provided with the following services:

1. Provide subscription services, stock exchange for customers.

2. Make the payment of the stock transactions on the Stock Exchange for the customer.

3. Providing shareholder book management services, the transfer agent at the request of the release organization is not a mass company.

What? 59. The rights and obligations of the operating securities company

1. Open a deposit account to a customer at the securities company, which manages the customer's securities storage account in accordance with the provisions of the law. The customer's stock exchange account must separate from the company's own securities storage account.

2. Copy exactly, full and update information about the customer that opens the archive account and stock ownership of the customer that has stored at the company.

3. Prescribe, store, collect and process metrics related to the storage activity, payment of the customer's securities.

4. Build registration, registration, clearing, shareholder book management, transfer agent, and internal control process to manage and protect customer rights or stock holders.

5. Revenue of registered activity, securities storage and other charges according to the rule of law.

Section 7

FINANCIAL CONSULTING ACTIVITIES

What? 60. Financial advisory activity regulation

1. The stock company is done with financial advice, including:

a) Consulting restructuring, mergers, merger, reorganization, business purchase;

b) governance consultant, corporate strategic advice;

c) Welcome advice, stock listing;

d) Stock consultancy, define enterprise value;

Other financial advice is consistent with the rule of law.

2. The stock company is not provided with the service stating at the point c, point per Article 1 This gives a company that he holds from ten percent (10%) to the charter capital.

3. The securities company that carried out financial advice must comply with other Securities and Legal Laws relevant.

Section 8

OTHER FINANCIAL SERVICES

What? 61. The Trust manages the stock exchange account of the individual investor.

1. General principle:

a) The securities company is licensed to implement a stock broker and securities investment advisory trust that is mandated to manage the securities transaction account on the basis of a mandate to manage the securities transaction account management account with the customer. It's personal.

b) The securities company is not receiving the mandate to decide the entire transaction on the stock exchange account on behalf of the individual investor. Client must specify specific fidget content under the regulation at paragraph 2;

c) Securities is allowed to trust the purchase, sale is stock, certificate of investment funds listed on the Stock Exchange, which does not include transaction registration securities on the unlisted company's trading system (UpCom);

d) A securities company that defines the securities occupiers with a certificate of financial analysis or fund management performing a trust transaction account management.

2. The scope of the mandate includes the following contents:

a)

b) The maximum volume can be purchased, sold to each type of stock;

c) The maximum value for each transaction command;

d) The maximum transaction value for a trading day;

The transaction protocol, the transaction command.

3. The securities company is responsible for aggreging information about financial capabilities, investment deadpoints, investment goals, acceptable levels of risk, investment restrictions, investment securities portfolio (if available) and other customer requirements before making the investment, the investment is not available. Sign the contract. The customer case does not provide adequate information or provide unaccurate information, the securities company has the right to refuse to sign the contract.

4. Trust contract:

a) The time of the contract for delegation is not too one (01) years from the time of contracting the contract.

b) The minimum mandate contract must have the following content:

- Client information;

- The information about the occupiers is assigned to the customer's account management (if any);

- Trust:

- The rights and obligations of the sides of the contract;

- Contract management fees and reward fees (if available);

- Method of payment and contract liquation;

- The method of resolving disputes.

5. Where the stock company does not make the right deal according to the contract signed with the customer, causing losses to the customer, the securities company has a responsibility for compensation to the trust customer under a written agreement between the two parties; the case of benefit. profit, this profit belongs to the trustee.

6. The rights and obligations of the securities securities company:

a) The honest action and for the highest benefit of the customer, do not use the information about the customer to benefit yourself and cause the damage to the customer;

b) Request the customer to provide full of the necessary information;

c) Do buy/sell securities within the trust range;

d) Clear and provide full information to the customer on all risks that may arise in the management of the securities transaction account management;

) Provide customers with a monthly or unusual periodic table of transaction statistics at the request of the trustee client;

e) Notice for customers within twenty-four (24) hours since the asset in the trust transaction account of the trustee customer reduced to less than twenty-five percent (25%) calculated on the total value of the trust contract;

g) The monthly periodic report (in the form at Annex XXII issued by this message) or report at the request of the State Securities Commission on the operational management of the trust transaction account;

h) Provide a list of securities securities eligible for customers to choose to manage the trust account;

i) Set up the independent monitoring department that oversees the management, exchange of securities on a securities transaction transaction account to ensure that the transaction of this account is consistent with the agreements in the trust contract and the target. Client's investment;

l) All transactions under the trust contract must be accurately documented at the time of execution;

l) The securities company must inform and have a customer's written consent to the case of investment in securities issued by the company to issue a warranty on the time the company is making bail.

What? 62. Other financial services

1. The stock company is only made available to other financial services when specified, the guidelines of the Ministry of Finance.

2. The services outlined at paragraph 1 This must be relevant and support for the already licensed business of the securities company and must ensure that it is not affected by the interests of the customer, of the stock company itself, and of the market.

Chapter VII.

REORGANIZATION OF SECURITIES COMPANIES

Item 1

STOCK EXCHANGE

What? 63. Stock exchange forms

1. The stock company is a limited liability company a converted member to a limited liability company from two or more members.

2. The stock company is a limited liability company that converts to a holding company and vice versa.

What? 64. Stock exchange conditions

1. The transformation of the company, the corporate transformation method must be approved by the General Assembly, Council Member or Owner.

2. The post-conversion formation stock must meet regulatory conditions at paragraph 1, 2, 3 and 4 Article 3 This Smart.

3. The case of conversion to become a limited liability company a member, the securities firm must comply with the regulation of a 5-Article 3 Article 3.

4. The transformation of the company is not affected by the interest of the customer (if any).

5. The transformation of the company must comply with other laws that are relevant.

What? 65. Company conversion procedure

1. The securities company that carried out the transfer of the company must be approved by the State Securities Commission. The filing recommended that the company ' s transformation be established as a (01) directly filed directly at the State Securities Commission or sent through the postal line, the filing included:

a) The proposed permit for the transfer of the company (according to Annex XVIII issued by this message);

b) The meeting of the meeting, the decision of the General Assembly of the East, the Member Council or the Owner of the conversion of the company;

c) The transformation variation has been adopted by the General Assembly, the Member Council or the Owner of the Company;

d) The filing recommended transfer of the transfer from ten percent (10%) to the specified capital capital (if any) stipulated at 2 Article 30 This message;

The documents demonstrate the regulation at 3 Article 64 of this.

2 In the thirty (30) days from the date of receiving the full record, valid under the provisions of this one Article, the State Securities Commission decided to approve the transition. The case refused, the State Securities Commission responded in writing and stated the reason.

3 . The stock company makes the transition under the regulation of the Enterprise Law. The case of corporate transformation is associated with a private equity offering, which welcomes the shares to the public, the stock company must comply with relevant sales regulations.

4 After carrying out the conversion, the securities company must make the proposed procedure of granting the license to be established and operational. The file offers to grant a license to be established as a (01) directly filed directly at the State Securities Commission or sent through the postal line, the filing includes:

a) A license to grant the establishment and operational license (in accordance with the prescribed form at Annex I issued to this message);

b) The results report implementation of the conversion method, including the shareholder list, the company's capital membership after the conversion (prescribed at Appendix V issued by this message), the result of a transfer of ten percent (10%) or more. The specified capital (if any) (by the specified pattern at Annex XIII issued with this message), the results are on the sale of the shares (if any);

c) The physical basis theory ensures the implementation of the securities business business at the headquarters (as defined by the Appendix II issued by this Information);

d) List of Director (General Manager) and securities holders at the headquarters (a prescribed pattern at Annex III issued by this index) accompanied by a valid copy of the Securities Action; Personal Information of the Director. (General Manager) (prescribed in Appendix IV issued by this message);

) Confirmation of the additional capital gains (if any) of the bank where the lockdown account is open or of the audit organization approved by the State Securities Commission;

e ) The draft company charter after conversion;

g) The original license to establish and operate the stock exchange stock.

5 . The State Securities Commission checks the facilities if the following company changes the location of its headquarters or needs to clarify the matter related to the company's facilities after the conversion.

6. During the thirty (30) days, since the date of receiving a full record, valid under regulation at paragraph 4 This and the results of the physical base examination (if any), the State Securities Commission reissued the license to form and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

7. The stock company formed after the transformation of the entire rights and obligations of the stock exchange securities company.

8. The Exchange stock company must carry out the publication of the information under the current law regulation.

9 . The branches, the trading post of the securities company after the conversion continue to operate, must make adjustments that decide to approve the branch, the trading room as specified in Article 20, this 23. Affiliates, the trading room does not continue to operate must carry out branch closure procedures, the trading room pursuits in accordance with Article 19, 22.

Item 2

MERGER, MERGER OF SECURITIES

What? 66. Merger condition, merger

1. The merged stock company merged to meet regulatory conditions at paragraph 1, 2, 3 and 4 Article 3 This message.

2. The merger, merger, merger, merger must be approved by the General Assembly, Council Member or Owner.

3. The merger, the merger is not affected by the rights of the customer (if any).

4. The securities company relates to the merger, the merger must comply with the laws of competition and other laws that are relevant.

What? 67. Merger procedure, merger

1. The stock company does the merger, the merger must be approved by the State Securities Commission. The filing of a merger approved merger, the merged merged into one (01) of the original directly filed at the State Securities Commission or sent through the postal line, the filing included:

a) The proposed consent form, the merger (according to Annex XIX issued by this message);

b) The meeting of the meeting, Decision of the General Assembly of the East, Member Council or Owner of the merger, the merger of the merged companies, merged;

c) The merger of the most integrated principles, the merger (including the minimum content in the prescribed form at Appendix XX issued by this message);

d) The merger method, which was merged by the General Assembly, Council Member or Owner of the merged companies, merged through, including the method of handling the brokerage account (if any) of the customer (including minimum content). following the prescribed pattern at Annex XXI attached to this message);

The file recommended a transfer of ten percent (10%) to the specified capital (if any) stipulated at 2 Article 30 of this.

2 In the thirty (30) days from the date of receiving the full record, valid under the provisions of this one Article, the State Securities Commission decided to accept the merger, the merger. The case refused, the State Securities Commission responded in writing and stated the reason.

3 . The securities company, which is merged, merged under the rules of the Enterprise Law.

4 After the implementation of the merger, the merger, the securities company must make the proposed procedure of granting the license to form and operate. The file offers to re-issue a license issued by the legislation under the law of the incorporated participating companies, the merged merger and being established as a (01) directly submitted directly at the State Securities Commission or sent through the postal line, the filing included:

a) A license to grant the establishment and operational license (in accordance with the prescribed form at Annex I issued to this message);

b) The results of the results of the merger, the merger;

c) The shareholder list, the capital of the following company, merged; the result of making transfers from ten percent (10%) returns to the regulatory capital (if any);

d) The physical basis theory ensures the implementation of the securities business transaction at the headquarters (as specified in the Appendix II issued by this message);

The list is expected to be a Director (General Manager) and a stock executive at the headquarters (a prescribed pattern at Annex III issued by this index) accompanied by a valid copy of the stock exchange certificate; Personal Information of the Director. (General Manager) (prescribed in Appendix IV issued by this message);

e) Draft the following merger of the Company, the merger;

g) The original license to establish and operate the most integrated securities company, merged.

5 . The State Securities Commission checks the facilities if the company is after the merger, which changes the location of the headquarters or needs to clarify the matter related to the company's facilities after the conversion.

6 In the thirty (30) days, since the date of receiving a full record, valid pursuant to paragraph 4 Article and the results of the physical base examination (if any), the State Securities Commission reissued the license to form and operate. In the case of rejection, the State Securities Commission must respond in writing and specify the reason.

7 . The stock company formed after its merger, annexing all the rights and obligations of the securities company to join the merger, the merger.

8. The following merger securities firm, the merger must carry out the publication of the information under the existing law regulation.

9 . The affiliates, the trading office of the following stock company, merged to continue the operation to implement the proposed State Securities Commission to form the branch, the trading chamber under regulation at Article 18, 21 of this information. Affiliates, the trading room does not continue to operate must carry out branch closure procedures, the trading room pursuits in accordance with Article 19, 22.

Chapter VIII

REPORT MODE, ARCHIVE, PUBLISH INFORMATION

What? 68. Report mode

The securities company must submit a written report or electronic data file to the State Securities Commission in accordance with the following deadpoints and regulations:

1. recurring report:

a) Prior to the fifth working day (05) of the next month, the securities company must submit the Operational Situation Report (prescribed by the prescribed pattern at XXII Annex);

b) Before the twentieth day (20) of the next quarter, the securities company must submit the quarterly financial report;

c) In the forty-five (45) days from the end of the first 6 months of the fiscal year, the securities firm must submit a juvenile financial report and report the financial safety rate at 30 June which has been under review by the audit organization Certified Public Securities. The State of the State approved;

d) Report:

- Prior to January 20 of the next year, the stock company had to submit a combined report of the company ' s operational situation (according to the prescribed form at this Annex XXIII);

- Prior to March 31 of the next year, the stock company had to send the State Securities Commission of the Year fiscal year and reported the financial safety rate at December 31 that was audits audits by an independent audit firm that was funded by the House Securities Commission. The water's right.

) The securities company ' s financial statements to the State Securities Commission stipulated at point b, c, d this paragraph include: Balance Sheet, Business Activity results report, Monetary Exchange Report, Financial Reporting Statement by statute, and Financial Reporting, Financial Reporting and Financial Reporting. The law of accounting. The theory of financial reporting must fully present all the content in accordance with the regulation of the law and be established by the stipulation of the norm, the current accounting regime. In the case of the financial reporting theory that only leads to the appendix, the appendix must be published with the theory of the same financial reporting. The theory of financial reporting must specifically present the content of dealing with stakeholders under the regulation of the Vietnam Accounting Standards. The theory of financial reporting must have the department report as defined by the Vietnam Accounting Standards. Where the stock company is the parent company of another organization, the Annual Financial Report includes the Financial Reporting of the parent company and the merged Financial Reporting by the provisions of the accounting law.

e) The case of financial reporting that has the opinion of an audit of the exception has not yet detailed the exception of the deduction and the reason except, the securities company must have the process text and have confirmation of the audit sent to the 30 (30) State Securities Commission date. since the date of sending the report by regulation at point c and d this paragraph.

2. unusual report:

a) In the period of two (02) days of work, since the new stock company or the termination of labor cooperation with the securities occupiers, the securities firm must report the State Securities Commission in writing;

b) During the period of three (03) days of work, since the events below, the securities company must report the State Securities Commission in writing:

- Borrowing, investment exceeds the regulatory level at Article 42 and Article 44 This Information;

- The date of the headquarters of the stock company, the branch, the operating room that opened up operations.

3. Report by request:

In case of necessity, the State Securities Commission has the right to ask the stock company to report by text, which states the content and deadline of reporting.

What? 69. File storage mode, certificate from

1. The securities company must store the records, documents by regulation at Article 12 Enterprise Law.

2. The stock company must fully store the records of its customers, testimonies, and related materials that reflect the details, exactly the customer transactions and corporate operations of the company.

3. Time retention of documents by regulation of paragraph 2 This is a minimum of ten (10) years.

What? 70. Information Publish Mode

The securities company performs the publication of information in accordance with the laws of securities, securities markets, and other laws that are related.

Chapter IV

THE ORGANIZATION.

What? 71. Organization implemented

1. This information is in effect since January 15, 2013 and replaces the No. 1 Decision. 27 /2007/QĐ-BTC April 24, 2007, of the Minister of Finance on the promulgation of the Organization of Organization and Operations of the Securities and Security Company. 126 /2008/QĐ-BTC December 26, 2008, of the Minister of Finance on amendments to add some of the "Securities and Operations Statements and Securities Companies Operation" enacted by Decision No. 1, 2016. 27 /2007/QĐ-BTC April 24, 2007, of the Minister of Finance.

2. In the first round (01) of the year since this date of this date is valid, the securities company must perform the Charter amendment under the specified pattern Regulation at Appendix XI attached to this Smart; must establish and build a risk management system, internal audits. ministry, internal control under regulation at Article 35, Article 36, Article 37 of this article; must carry out the management of the customer's money according to regulation at Article 50 of this.

3. Since this Private Day is in effect, the securities company has a debt-loan rate, the rate of investment exceeding the regulation at 1 Article 42 and Article 44 This is not being born new or renewed the loans, the debts must pay, not to increase the investment rate. In all forms.

4. Company securities firms, listed securities firms must comply with the regulations at this Smart and applicable law regulations applicable to the public company, the listed company. Where there is a difference between this and the regulations that apply to the public companies, the listed company, the public securities company, the listed stock company must apply the regulations at this level.

5. Process execution, if there is an entangriation of organizations, individuals with regard to the Ministry of Finance to study, guide, resolve.

KT. MINISTER.
Chief.

(signed)

Chen Xuân