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Law 70/2006/qh11: Securities

Original Language Title: Luật 70/2006/QH11: Chứng khoán

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SECURITIES LAWS based on the Constitution of the Socialist Republic of Vietnam in 1992 was amended and supplemented by resolution No. 51/2001/QH10 on 25 December 2001 of the Xth Congress, session 10;
 
This law regulates the Securities and stock market.
Chapter I GENERAL PROVISIONS article 1. Scope this law regulates activities offered stock to the public, listing, transaction, business, securities investment, services on securities and the stock market.
Article 2. Application object 1. Organizations, individuals, and organizations, Vietnam foreign individuals participating securities and investment activities on the securities market in Vietnam.
2. organizations and individuals related to the operation of securities and stock market.
Article 3. Applicable securities laws, the relevant laws and international treaties 1. Active selling of securities to the public, listing, transaction, business, securities investment, services on securities and the stock market to apply under the provisions of this law and the provisions of relevant laws.
2. where the international treaties to which the Socialist Republic of Vietnam is a member have other regulations with the provisions of this law shall apply in accordance with the international treaties. Specific government regulations implementing international treaties consistent with the agenda of integration and international commitments.
Article 4. The principle of operation of securities and stock market 1. Respect for the liberty of buying, selling, and trading of securities service organizations and individuals.
2. Justice, public, transparent.
3. Protect the rights, legitimate interests of investors.
4. self responsibility risks. 5. Compliance with the provisions of the law.
Article 5. The development of the stock market 1. The State has a policy to encourage and create favorable conditions for organizations, individuals in the economic sectors, the people involved in investment activity on the stock market in order to mobilize the middle and long-term capital for development investment.
2. State management policy, monitoring ensure the stock market operates fairly, openly, transparently, safely and efficiently.
3. the State has a policy of investment in modernizing the infrastructure for the operation of the stock market, development of human resources for the securities industry, advocacy, dissemination of knowledge about stocks and the stock market.
Article 6. Explanation of terms In this law, the terms below are interpreted as follows: 1. The stock is evidence confirming the rights and legitimate interests of the owner of the property or the part of the issuer. Stocks are expressed in the form of certificates, journal entry number, or electronic data, including the following types: a) stocks, bonds, mutual fund certificates;
b) the right to buy the shares, the rights, the right to purchase, option selling, futures contract, stock index or group of securities.
2. The stock is the stock type confirm the rights and legitimate interests of the owner for a portion of equity of the issuer.
3. The bonds are securities confirmed the rights and legitimate interests of the owner for a portion of debt capital issuer.
4. the Fund's securities to confirm ownership of the investors for a shares of the Fund.
5. The right to buy the shares as securities issued by joint-stock company accompanied the release of additional stocks to ensure for existing shareholders the right to buy new shares under these conditions was determined.
6. The certificate of authority is the stock type be released along with the issuance of bonds or preferred shares, allowing stock holders are the right to buy a certain number of common stock as the price was determined in advance in certain periods.
7. Option to purchase, the option seller is entitled to be recorded in the contract allows the buyer the right to buy or sell the rights option a number of predefined stock in certain period of time at a price determined in advance.
8. A futures contract is committed to buy or sell securities, securities group or certain stock index with a number and certain price on the day determined in advance in the future.
9. Major shareholders shareholder owns directly or indirectly from the five percent or more of voting shares of the issuer.
10. institutional investors, individuals and organizations, Vietnam foreign individuals investing on the stock market.
11. professional stock investors is the commercial bank, finance companies, financial leasing companies, business insurance, securities trading organizations.
12. Securities offered for sale to the public was the touted stock sale by one of the following methods: a) through mass media, including the Internet;
b) selling securities for from a hundred or more investors, excluding professional stock investors;
c) offered for sale for a number of unidentified investors.
13. The issuer is holding the securities issued to the public.
14. Organize underwriting securities company is allowed to operate securities underwriting and trading banks are State Securities Commission approved underwriting bonds under the conditions set by the Ministry of finance regulations.
15. the audit organization is approved as independent audit companies in the portfolio of the company audit State Securities Commission approved the audit according to the conditions set by the Ministry of finance regulations.
16. A prospectus is a document or electronic data publicly the information accurate, honest, objective related to the selling or listing of securities of the issuer.
17. Listed securities is putting these securities are eligible on the transaction in securities trading or securities trading center.
18. the stock market is the location or the form of the exchange of information to gather the purchase, sale and stock transactions.
19. Trading securities is the implementation of stock broking, proprietary trading of securities, securities underwriting, investment securities, securities management, securities investment funds, the management of the securities portfolio.
20. the brokerage is the securities firm brokered make buy, sell securities for clients.
21. Securities proprietary trading is the buying or selling of securities on securities for yourself.
22. Underwriting of securities is organizing the underwriting commitment with the issuer performs the procedures before selling stock, buy a part or the whole of the securities the issuer for resale or purchase the remaining stock not yet distributed out of the issuer, or organizational support in the delivery of securities out to the public.
23. securities investment is the securities companies offer investors the analysis results, published the report analysis and recommendations related to the securities.
24. the depository is the receipt of consignment, storage, transfer of securities to customers, help customers make the right related to stock ownership.
25. the securities register is the record of ownership and other rights of the owner of the stock.
26. Manage stock portfolio is the management company of securities investment fund management under mandate of individual investors in the buy, sell, hold stock.

27. the Fund's securities investment fund formed from capital contributed by investors with the aim to make a profit from the investment in stocks or other investment property types, including real estate, in which investors do not have control on goods for the Fund's investment decisions.
28. popular Funds are securities investment funds sell fund certificates made out in public.
29. The Fund Member's securities investment funds have a number of members which do not exceed thirty members and include only member is a legal person.
30. open Fund is the Fund which funds were offered for sale to the public must be acquired at the request of the investor.
31. the closed Fund is the Fund which funds were offered to the public cannot be bought at the request of the investor.
32. Internal information is information related to the company or our funds have not yet been announced that if published could have a major influence on the company's stock price or mass Fund.
33. The internal information is: a) the members of the Management Board, supervisory board, Executive Director or General Director, Deputy Director or Deputy Director of a public company; Board members represent the mass Foundation;
b) major shareholders of the public company, mass Foundation;
c) The audited financial statements of the company, Fund mass;
d) others access to insider information in public company, mass Foundation;
DD) securities companies, fund management companies, securities investment and securities practitioners of the company;
e) organizations, individual business cooperation, provides the service with public funds, and individuals working in the Organization;
g) organize, direct or indirect personal gain insider information from the specified object in points a, b, c, d, e and e clause.
34. The person concerned is a person or organization that has a relationship with each other in the following cases: a) the father, mother, father, foster mother, wife, husband, child, adopted child, brother, sister of individuals;
b) Organization in which there are individual employee, Director or General Manager, owner on ten percent of the shares in circulation have voting rights;
c) members of the Management Board, supervisory board, Executive Director or General Director, Deputy Director or Deputy Director and other management titles of that organization;
d) whom in relationships with other people directly, indirectly controlling or controlled by that person or that person shared a bear along with the control;
DD) the parent company, subsidiaries;
e) contract relationship in which a person is to represent the other.
Article 7. State management on securities and the stock market 1. The unified Government in State management on securities and the stock market.
2. The Ministry of finance is responsible to the Government implement state management on securities and the stock market and have the tasks and powers of the following: a) The Government, the Prime Minister issued the strategy, planning, development of the stock market;
b) The Authority issued or issued under the authority of the legal text on securities and stock market;
c) directs the State Securities Committee to implement the strategy, planning, development of the stock market and the policies, to manage and monitor activities on securities and the stock market.
3. The ministries, ministerial-level agencies in the scope of its powers, the mission is responsible, in coordination with the Ministry of finance implement state management on securities and the stock market.
4. the people's Committee in the scope of the task, their powers are responsible for implementing State management on securities and the stock market.
Article 8. The State Securities Committee 1. The State Securities Commission is the Agency under the Ministry of finance, have the following powers, duties: a) granted, renewed, revoked license, certificates relating to the operation of securities and stock market; approved the changes related to the operation of securities and stock market;
b) management, monitoring the activities of securities trading, securities trading centre, central depository and auxiliary organizations; to temporarily suspend trading activities, activities of depository of securities trading, securities trading centre, the central securities depository in case signs of affecting the rights and legitimate interests of investors;
c) inspection, monitoring, sanctioning administrative violations and complaints, accusations and securities operations in the securities market;
d) make stats, predictions about stock and stock market; modernization of the information technology in the field of securities and stock market;
DD) Organization, in cooperation with the agencies, related organizations, training staff, civil servants, employees of securities industry; universal knowledge about stocks and the stock market to the public;
e) guide business processes on securities and the stock market and the relevant forms;
g) made in international cooperation in the field of securities and stock market.
2. The organization, management and administration of the State Securities Committee due to government regulations.
Article 9. The prohibited acts 1. Directly or indirectly perform fraudulent, deceptive, creating false information or omission of necessary information misleading seriously affect the operation of securities offered to the public, listing, transaction, business, securities investment, services on securities and the stock market.
2. Publish false information to entice, incited buy, sell stock or untimely disclosure, full on the incident have influenced stock prices on the market.
3. Using inside information to buy, sell stocks for themselves or for others; disclose, provide insider information or advise others to buy, selling securities on the basis of inside information.
4. Collusion to make buying, selling securities to create bows, fake bridge; the securities in the form of profile links, entice others to constantly buy, sell to manipulate stock prices; combine or use other trading methods to manipulate stock prices.
Chapter II OFFERED STOCK to the PUBLIC article 10. The stock values of 1. Securities offered to the public in the territory of the Socialist Republic of Vietnam was recorded in Vietnam.
2. The denomination of the stock fund, which first offered for sale to the public is ten thousand Vietnam Dong. The face value of the bonds offered for sale to the public is a hundred thousand Dong Vietnam and multiples of a hundred thousand Dong Vietnam.
Article 11. Form of the securities offered to the public 1. Form of the securities offered to the public including first securities offered for sale to the public, selling more shares or the right to buy the shares to the public and other forms.
2. The Government specifies the form of selling stock to the public.
Article 12. Conditions offered stock to the public 1. Conditional shares to the public include: a) business capital has contributed at the time of registration are offered for sale from ten billion Vietnam and over calculated according to the value recorded on the ledger;
b) operations of years ago registered year offered for sale must be of interest, and no accumulated losses as of the registration year offered for sale;
c) have released and plans to use the capital gained from the wave of selling was the General Assembly of shareholders.
2. Conditions for selling bonds to the public include:

a) business capital has contributed at the time of registration are offered for sale from ten billion Vietnam and over calculated according to the value recorded on the ledger;
b) operations of years ago registered year offered for sale must be of interest, and no accumulated losses as of the registration year offered for sale, with no debts to pay overdue more than one year;
c) have released projects use and repayment of capital obtained from the batch offered for sale was the Board or Board members or the owner of the company through;
d) Have committed to fulfill the obligation of the issuer to the investor about the release conditions, payment, guarantee the legitimate rights and interests of investors and other conditions.
3. conditions offered for sale to the public fund certificates include: a) the total value of Fund certificates register offered a minimum of fifty billion Vietnam;
b) have released and the amount of capital investment projects obtained from waves of sell fund certificates consistent with the provisions of this law.
4. Government regulations the conditions offered for sale of securities to the public with respect to state-owned enterprises, enterprises with foreign investment capital to convert into a joint stock company, established businesses in new areas of technology or infrastructure; the securities offered for sale abroad and other specific cases.
Article 13. Registration of the securities offered to the public 1. The issuer make stock offered for sale to the public must register with the State Securities Commission.
2. The following cases are not registered securities offered for sale to the public: a) selling the bonds of the Government of Vietnam;
b) offered for sale the bonds of international financial organizations are approved by Vietnam's Government;
c) shares to the public of State enterprises into joint-stock companies;
d) the sale of securities according to the verdict, the decision of the Court or the sale of stock by the Manager or the person who received the property in the event of insolvency or inability to pay.
Article 14. Profile register securities offered for sale to the public 1. Registration profile shares to the public include: a) the paper registered shares to the public;
b) prospectus;
c) Charter of the issuer;
d) the decision of the General Assembly of shareholders approved the release and use of capital obtained from waves of selling stock to the public;
DD) underwriting commitment (if any).
2. the registration records selling bonds to the public include: a) the registration Paper selling bonds to the public;
b) prospectus;
c) Charter of the issuer;
d) the decision of the Board or Board members or the owner of the company approved the release, use the variant and the repayment of capital obtained from waves of selling bonds to the public;
DD) committed to fulfill the obligation of the issuer to the investor about the release conditions, payment, guarantee the legitimate rights and interests of investors and other conditions;
e) underwriting commitment (if any).
3. the registration records sell fund certificates to the public include: a) the paper register fund offered to the public;
b) prospectus;
c) Charter draft securities investment fund;
d) monitoring contract between the Bank and the Fund management companies to invest in securities;
DD) underwriting commitment (if any).
4. the registration records shares, bonds to the public must be accompanied by a decision of the Board or Board members or the owner of the company through the profile. With regard to the securities offered for sale to the public of the credit organization, the profile must have the written approval of the State Bank of Vietnam.
5. in case a part or the whole of the registration records of securities offered to the public are held, the individual concerned confirm the issuer must send a written confirmation of that individual, Organization for State Securities Commission.
6. The information in the profile must be accurate, truthful, not misleading and is full of important content influences the decisions of investors.
7. The Ministry of finance to specific regulations about registration records selling stock to the public for State enterprises, enterprises with foreign investment capital to convert into a joint stock company, established businesses in new areas of technology or infrastructure; the securities offered for sale abroad and other specific cases.
Article 15. Prospectus 1. With respect to the shares, bonds, prospectus includes the following content: a) summary information on the issuer including organizational models, business activities, financial situation, assets, the Board or Board member or the company owner , Director or General Director, Deputy Director or Deputy Director and shareholder structure (if any);
b) information on batches and sell securities offered for sale include selling conditions, risk factors, the expected profit and dividends of the years after the release of securities, options and plans to use the money obtained from the batch offered for sale;
c) financial statements of the issuer within two years as stipulated in article 16 of this law;
d) other information specified in the model prospectus.
2. for the Fund certificates are offered for sale to the public, the prospectus include the following content: a) the type and scale of investment fund securities;
b) target of investment, investment strategy, methodology and process investments, investment restrictions, the element of risk of stock investment fund;
c) summarizes the basic content of the draft Charter of securities investment fund;
d) Scheme Fund and release the Guide information investing into securities investment funds;
DD) summary information on the investment fund management company, securities, bank supervision and regulating transactions with related persons of investment fund management companies, securities and banking supervision;
e) other information specified in the model prospectus.
3. The signature in the prospectus: a) for the shares, bonds, A prospectus must be signed by the Chairman of the Board, Board member or President of the company, the directors or the Chief Executive Officer, Chief Financial Officer or chief accountant of the Organization and the representative of the Organization's legal guarantee or security organization Head of the main release (if any). Case signed instead to have an authoritative paper;
b) for the certified funds are offered for sale to the public, the prospectus must contain the signature of the Chairman of the Board, Board member or President of the company, a Director or the General Manager of the investment fund management company of securities and legal representative of the Organization guarantee (if any). The case must be the authoritative paper changes sign.
4. The Ministry of Finance issued prospectus form.
Article 16. Financial report 1. Financial statements include the balance sheet, the report manufacturing activity results, business, cash flow statements and financial reports.
2. where the issuer is the parent company, the issuer must submit the consolidated financial statements in accordance with accounting legislation.
3. financial year report to be audited by the audit organization is approved.
4. where the records are filed before 1 March each year, the financial statements of the previous year in the original profile can be reported yet, but the audit must have audited financial statements of the adjacent two years ago.

5. for the accounting period end date of the most recent financial statements the way the time of submit registration documents offered for sale of stock to the public for valid State Securities Commission too ninety days, the organization founded to release additional financial report to the nearest quarter or month.
Article 17. The liability of the Organization, the individual registration records related to selling stock to the public 1. The issuer is responsible for the accuracy, truthfulness and completeness of the register records the stock offered for sale to the public.
2. consulting organization released, underwriting organizations, approved auditing organization, the signing of audit reports and any organization or individual would confirm the profile must be responsible to the extent relevant to the registration profile to sell stock to the public.
Article 18. Modify the additional registration records, selling securities to the public 1. During registration the securities offered to the public are considered, the issuer is obliged to modify additional records, if incorrect information detected or miss important content as a rule must have on file or see the need for explanation about the problem can be misleading.
2. During the review, the State Securities Committee has the right to require the issuer profile supplement Amendment registrations offered stock to the public to ensure that the information published is accurate, truthful, complete, protect the legitimate rights and interests of investors.
3. After the State Securities Committee certification offered stock to the public important information that arises regarding the registration of securities offered for sale to the public shall within seven days, the issuer must publish information arising under the method prescribed in paragraph 3 of article 20 of this Law and the implementation of the amendments supplement the record.
4. the revised text, additional send State Securities Committee must have the signature of the person who signed the registration records of the securities offered to the public or of the people who have the same titles with the people there.
5. The time limit for the review of records for the case prescribed in clause 1 and clause 2 of this is calculated from the date the State Securities Committee getting the modified text supplements.
Article 19. Information before selling stock to the public in time of the State Securities Committee to review registration documents offered for sale of securities, the issuer, underwriting organizations and institutions and individuals concerned only used honest and accurate information in A prospectus sent to State Securities Commission to probe the market , which must contain the information about the release date and price of the stock sale is expected information. The market was not carried on the mass media.
Article 20. Effect of registration of securities offered to the public 1. Within a period of thirty days from the date of receiving documents, State Securities Commission review and certification of selling stock to the public. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
2. Certificate of securities offered for sale to the public of the State Securities Commission is written confirmation of registration documents offered for sale of securities to the public meet the conditions and procedures prescribed by law.
3. within seven days from the date of the certificate of the securities offered to the public force, the issuer must publish A notice released on an electronic newspaper or newspaper written in three consecutive numbers.
4. Securities offered for sale to the public only after the publication prescribed in paragraph 3 of this article.
Article 21. Stock delivery 1. The distribution of securities is made only after the Organization issued guaranteed securities buyers approached the prospectus in the registration records of securities offered to the public are announced in the locations noted in A release announcement.
2. The issuer, underwriting organizations or organizations to distribute securities dealers fair, public and guarantee the deadline to purchase securities to investors a minimum of twenty days; This time limit must be stated in A release.
The case of the number of registered securities bought securities exceeds the number allowed to release then the issuer or underwriting institutions must distribute most of the stock was allowed for release corresponding to the rate of registration of each investor.
3. Money to buy securities that must be moved into the open sanctioning accounts at the Bank to sell completed and reported to the State Securities Commission.
4. The issuer must complete the distribution of securities within ninety days from the date of the certificate of the securities offered to the public. Case the issuer unable to complete the delivery of securities to the public within this period, the State Securities Committee to consider the extension of the stock distribution but must not exceed thirty days.
The case offered subscription for stock in installments, then the distance between waves of selling after the previous offer with not more than twelve months.
5. The issuer or underwriting organizations must report the results of the batch offered for sale for the State Securities Committee within ten days from the date of the offer, accompanied by a confirmation of the bank where the account open sanctioning of the proceeds of the offering.
6. The issuer, underwriting organizations or organizations must stock transfer agent or the certificate of ownership of the securities to the buyer within thirty days from the date of the offer.
Article 22. Suspension of securities offered to the public 1. The State Securities Committee has the right to suspend selling stock to the public for a maximum of sixty days in the following cases: a) when the registration profile to sell stock to the public have the false information, omission of important content can affect investment decisions and cause damage to investors;
b) stock delivery not done properly the provisions of article 21 of this law.
2. within seven days from the date of the waves of selling stock to the public, the issuer must announce the suspension of securities offered to the public under the provisions of paragraph 3 of article 20 of this Law and to recall the stock has released if investors require at the same time refund to investors within fifteen days from the date of the request.
3. When the shortcomings that led to the suspension of the waves of selling stock to the public to be overcome, the State Securities Committee out written notice to cancel the suspension and continued stock offered for sale.
4. within seven days from the date of notification to cancel the suspension, the issuer must announce the cancellation of suspension by the method prescribed in paragraph 3 of article 20 of this Law.
Article 23. Cancellation of securities offered to the public 1. So the suspension period prescribed in clause 1 Article 22 of this law, if the shortcomings that led to the suspension of the waves of selling stock to the public not to be overcome, the State Securities Committee cancel the batch offered for sale and the sale of that stock.

2. within seven days from the date the batch stock offered for sale to the public was cancelled, the issuer must announce the cancellation of the securities offered to the public under the provisions of paragraph 3 of article 20 of this Law and to revoke the securities issued, and repaid the money to investors within fifteen days from the date the batch offered for sale was cancelled. This period too, the issuer must compensate for damages under terms investors have committed to investors.
Article 24. Obligations of issuers 1. The issuer has completed the shares to the public to become public company and fulfill the obligations of the company stipulated in paragraph 2 of article 27 of this Law. Profile register securities offered to the public are considered public records and the issuer are not filing public company specified in clause 1 Article 26 of this law for the State Securities Committee.
2. The issuer completed the sell bonds to the public to comply with the obligation to publish the information specified in article 102 of this law.
Chapter III PUBLIC COMPANY article 25. Public company 1. The company is a joint stock company in one of the three following types: a) the company has taken shares to the public;
b) company shares are listed on the stock exchange or securities trading center;
c) company shares are at least a hundred investors, not to mention professional stock investors and capital have donated from ten billion Vietnam.
2. joint-stock company according to the provisions in point c of paragraph 1 of this article to apply public company specified in clause 1 Article 26 of this law for the State Securities Committee within a period of ninety days from the date of becoming public.
Article 26. Public company profile 1. Public company profile including: a) Charter company;
b) a copy of the business registration certificate of the company;
c) summary information on the pattern of business organization, management and shareholder structure;
d) financial reporting the latest year.
2. within seven days from the receipt of a valid profile, the State Securities Committee has the responsibility to publish the names, business content and other information related to the public on the news media of the State Securities Committee.
Article 27. The rights and obligations of the company 1. The company has the right according to the regulations of the corporate law and the provisions of relevant laws.
2. The company has the following obligations: a) the disclosure of information under the provisions of article 101 of this law;
b) in compliance with the principles of corporate governance according to the provisions of article 28 of this law;
c) make registration, centralized securities depository in the central securities depository under the provisions in article 52 and article 53 of this law;
d) other obligations under the regulations of the corporate law and the provisions of relevant laws.
Article 28. Corporate governance principles 1. The company must comply with the regulations of the corporate law firm management.
2. The Ministry of finance specifies corporate governance applicable to public company has shares listed on the stock exchange or securities trading center.
Article 29. Report on the possession of large shareholders 1. The Organization, the individual becomes the majority shareholder of a public company must report the public company, the State Securities Committee and stock trading or stock exchange where shares of the public company that is listed within seven days from the date of becoming the majority shareholder.
2. Report on the possession of large shareholders include the following content: a) the name, address, business lines for major shareholders is held; name, age, nationality, place of residence, occupation for major shareholders as individuals;
b) number and percentage of shares held by individuals who own or together with institutions, other personal property on the total number of shares are floated.
3. When there is an important change regarding the information provided in the report specified in paragraph 2 of this Article or change in the number of stocks owned in excess of one percent of the number of shares of the same type are circulating, within seven days from the date of the change on , large shareholders to file amended reports complement the public company, the State Securities Committee and stock trading or securities trading center where the shares are listed.
4. The provisions of paragraphs 1, 2 and 3 of this article also apply to groups of people who are related to own from five percent or more of voting shares of the issuer.
Article 30. The company bought back its own shares 1. The company does not have stocks listed on the stock exchange or securities trading center when buying back its own shares must comply with the provisions of articles 90, 91 and 92 of the enterprise law.
2. Public Company has shares listed on the stock exchange or securities trading center when buying back its own stock is publicly information about the acquisition of seven days, before the date of implementation of the acquisition. The information includes the following: a) the purpose of the acquisition;
b) number of shares to be acquired;
c) sources of capital to buy back;
d) duration.
The company bought back its own stock, sell the shares bought are made according to the regulations of the Ministry of finance.
Article 31. Recovery of profits for unfair transactions 1. The company has the right to recover any profits by the members of the Management Board, the Director, or the Director General, the Deputy Director or the Deputy Director, the person in charge of finance, in charge of accounting and other managers in the management of the company obtained from the conduct buy and sell and buy or sell the company's securities during the six months time limit from the date of purchase or sale.
2. The company or the shareholders of the company have the right to sue in the courts to recover profits from the unfair transactions prescribed in paragraph 1 of this article.
Article 32. Hello, buy publicity 1. The case of a public bid: a bid) voting shares resulting from the possession of twenty-five percent or more of the stock of a public company;
b) bid that offered to buy objects required to sell stock that they own.
2. organizations and individuals purchase publicly touted the stock of public company must submit bid registration to the State Securities Commission. Within seven days from the date of registration of bid, state securities commissions should have the comments reply in writing; the case is not approved, it must clearly state the reason.
3. The bid publicly only after the State Securities Commission approval and has hosted individual bid, announced on the mass media before the expected time of implementation.
4. A public bid registration includes the following information: a) the name, address of the Organization, the individual bid;
b) types of shares offered for purchase;
c) the number of shares offered for purchase of that organization, that individual now holding;
d) number of stocks expected to bid;
DD) execution time greetings buy;
e) bid Price;
g) bid conditions.
5. In the course of a public bid, personal organization, Hi, buy not done the following acts: a) directly or indirectly buy or commit to buying stocks that are being bid outside waves Hello to buy;
b) sold or committed to sell stock that you are welcome to buy;
c) unfair treatment to those who own the same shares are offered for purchase;

d) provides information for some certain shareholders or providing information to shareholders in the same degree or not at the same time. This provision is also applicable to organize underwriting stock is bid object.
6. The time taken for a public bid is not less than thirty days and no longer than sixty days from the date of publication. The bid including the Hi buy supplements or adjustments compared to the initial registration. The Hi buy supplements or adjustments compared to the initial registration must be done with the non-preferential conditions is lower than the previous bid.
7. organizations or individuals owning shares of stock deposit under a public bid the stock rights at any time during the bid.
8. in case of shares bid is less than the stock of a company or the number of shares put on sale is larger than the number of shares bid then the stock is purchased on the basis of the corresponding rate.
9. After making a public bid, bid object holds from eighty percent or more of the stock of a public company must purchase within thirty days of the stock of the same kind due to the shareholders left holding under bid purchase was announced If the shareholders have demanded.
10. Public company stocks are bid publicly to announce the company's comments about the accept or reject the bid. The case of rejection, the company must respond in writing and stating the reason. The company's reply text must be signed by at least two thirds of the members of the Board.
11. within ten days from the date of the bid public, organizations, individuals make bid to report State Securities Commission in writing about the results of the batch bid.
Chapter IV STOCK MARKET TRADING Article 33. Organized stock market 1. Stock Exchange organized stock market for securities of issuers eligible listed on the stock exchange.
2. The Centre organized stock market for securities trading in securities of the issuer are not eligible for listing in the stock exchange.
3. In addition to the stock exchange and securities trading center, not the Organization, individuals would be allowed to organize the stock market.
Article 34. The Organization and activities of securities trading, securities trading centre 1. Securities trading, securities trading center is the legal establishment and operation model of limited liability company or joint-stock company according to the provisions of this law.
2. The Prime Minister decides the establishment, dissolution, transition structure, the form of ownership of securities trading, securities trading centre under the recommendation of the Minister of finance.
3. securities trading, securities trading center has the function of organization and active monitoring of transactions in securities listed on the stock exchange, securities trading center.
4. Activities of securities trading, securities trading centre must comply with the provisions of this law and the regulations of securities trading, securities trading center.
5. securities trading, securities trading centre under the management and supervision of the State Securities Committee.
Article 35. Management and administration of securities trading, securities trading centre 1. Securities trading, securities trading center has a Board of management, the Director, Deputy Directors and Board of supervisors.
2. The Chairman of the Board, Managing Director of securities trading, securities trading centre by the Minister of finance approves the proposal of the Management Board, after obtaining the opinion of the Chairman of the State Securities Committee.
3. The rights and duties of the Board, the Director, the Deputy Directors and the Supervisory Board are defined in terms of securities trading, securities trading center.
Article 36. Stock exchange regulations, Securities Exchange Center 1. Terms of transaction in securities, securities trading center is the Ministry of finance approved the proposal of the Board of the stock exchange, securities trading centre after the opinion of the Chairman of the State Securities Committee.
2. The Charter of securities trading, securities trading center has the following major contents: a) the name, address;
b) objectives;
c) capital; how the capital increase, capital reduction or transfer of capital;
d) name, address and other basic information of the shareholders or members raising capital or owner;
DD) shares or the number of shares and the capital value of the shareholders or members had either;
e) representative under the law;
g) management structure;
h) rights and obligations of members or shareholders ' capital contribution;
I) the rights and duties of the Board, the Director, Deputy Director and Control Board;
k) Protocol through the decision of the stock exchange, securities trading center;
l) Protocol amendments and supplements;
m) accounting, auditing mode are applied;
n) the establishment of the Fund, the mechanism used to fund; the principle of use of profits, losses and handle other financial regimes;
o) principles to resolve internal disputes.
Article 37. Rights of securities trading, securities trading centre 1. Enact the Statute of listed securities, stock trading, disclosure of information and membership transactions after the State Securities Commission approval.
2. The organization and operating stock trading activities in securities trading, securities trading center.
3. Pause, suspend or cancel stock under stock exchange regulations of securities trading, securities trading center in the event of need to protect investors.
4. Approve, cancel stock and oversee the maintenance of securities listing conditions of the institutions listed on the stock exchange, securities trading center.
5. Approve, cancel the membership transactions; active monitoring of stock exchange members dealing in securities trading, securities trading center.
6. active monitoring information disclosure of the listed organizations, members of the transaction in securities trading, securities trading center.
7. Provide market information and information relating to securities.
8. Do the mediation at the request of a member of the transaction when the dispute arises related to securities trading activities.
9. the fee prescribed by the Ministry of finance.
Article 38. Obligations of securities trading, securities trading centre 1. Operational stock on the market are conducted openly, fairly, orderly and efficient.
2. Perform accounting, auditing mode, statistics, financial obligations as stipulated by law.
3. Made disclosure of information according to the provisions of article 107 of the Act.
4. Provide information and coordination with the competent State agencies in the work of the investigation and prevention of the violation of the law on securities and the stock market.
5. Coordinating advocacy work, common knowledge about securities and stock market for investors.
6. Compensation for members of the transaction in the case of securities trading, securities trading center to harm members of the transaction, except in cases of force majeure.
Article 39. Trading members

1. members of the transaction in securities trading, securities trading center is the company's securities are securities trading, securities trading center approved membership transactions.
2. The conditions and procedure of becoming a member of the transaction in securities trading, securities trading centre specified in the Statute for members of the trading of securities, securities trading center.
3. trading members have the following rights: a) using transaction systems and services by the Department of securities, securities trading centre offers;
b) receive information about the stock market from stock trading, securities trading center;
c) suggest that securities trading, securities trading centre brokered reconciliation when there is a dispute regarding the activities of stock exchange members;
d) suggestions and recommendations issues related to activities of securities trading, securities trading center;
DD) other rights stipulated in the Statute for members of the trading of securities, securities trading center.
4. trading members have the following obligations: a) in compliance with the obligations stipulated in article 71 of this law;
b) is the supervision of securities trading, securities trading center;
c) filed the membership fees, transaction fees and other service fees according to the regulations of the Ministry of finance;
d) disclosure of information according to the provisions of article 104 of this law and the regulations of information disclosure of securities trading, securities trading center;
DD) support the members of the other transactions at the request of the stock exchange, the securities trading centers in case of need;
e) other obligations stipulated in the Statute for members of the transaction of securities trading, securities trading center.
Article 40. Listed securities 1. Issuers when listing of securities in securities trading, securities trading center must meet the conditions of capital, business operations and financial capabilities, the number of shareholders or of the owner of the stock.
2. The issuer filing listed are responsible for the accuracy, truthfulness and completeness of the records listed. Organized listing, approved auditing organization, the signing of audit reports and any institutions, individuals would confirm the profile listed must be responsible to the extent relevant to the profile listed.
3. Government regulation of conditions, records, listing procedures of securities in securities trading, securities trading center and the listing of securities in securities trading abroad.
Article 41. Stock 1. Securities trading at the stock exchange: a) the stock exchange held the securities listed under order matching method and the method of transaction prescribed in regulation of stock exchange securities.
b) listed securities the securities not traded outside the stock exchange, except in cases specified in the regulations of the stock exchange transaction securities.
2. Securities transactions in securities trading centre: a) the Centre organized Stock Exchange listed stock under the agreement and other transaction methods specified in regulation of securities trading securities trading center.
b) securities listed on the stock trading center traded in securities firms as members of trading securities trading centre under the securities regulation of securities trading center.
3. securities trading, securities trading Center held the new securities transactions, change, and apply new trading method, put into operation a new trading system to the State Securities Commission approval.
Chapter V registration, CUSTODY, CLEARING and STOCK PAYMENT Article 42. Organization and operation of the depository centre 1. Central securities depository's legal establishment and operation model of limited liability company or joint-stock company according to the provisions of this law.
2. The Prime Minister decides the establishment, dissolution, transition structure, the form of ownership of the central securities depository according to the recommendation of the Minister of finance.
3. the securities depository Center has the function of organization and active monitoring registration, custody, clearing and payment of securities.
4. Operation of the depository centre must comply with the provisions of this law and the Statute of the central securities depository.
5. Central securities depository under the management and supervision of the State Securities Committee.
43 things. Management, operating of securities depository Center 1. Securities depository Center has a Board of management, the Director, Deputy Directors and Board of supervisors.
2. The Chairman of the Board, Director of the central securities depository by the Minister of finance approves the proposal of the Management Board after obtaining the opinion of the Chairman of the State Securities Committee.
3. The rights and duties of the Board, the Director, the Deputy Directors and the Supervisory Board are defined in the Charter of securities depository Center.
Article 44. Chartered depository centre 1. Chartered depository Center are the Ministry of finance approved the proposal of the Management Board after obtaining the opinion of the Chairman of the State Securities Committee.
2. The Charter of securities depository Center has the following major contents: a) the name, address, headquarters, branch;
b) objectives;
c) capital; how the capital increase, capital reduction or transfer of capital;
d) name, address and other basic information of the shareholders or members raising capital or owner;
DD) shares or the number of shares and the capital value of the shareholders or members had either;
e) representative under the law;
g) management structure;
h) rights and obligations of members or shareholders ' capital contribution;
I) the rights and duties of the Board, the Director, Deputy Director and Control Board;
k) Protocol through the decision of the central securities depository;
l) Protocol amendments and supplements;
m) accounting, auditing mode are applied;
n) the establishment of the Fund, the mechanism used to fund; the principle of use of profits, losses and handle other financial regimes;
o) principles to resolve internal disputes.
Article 45. The right of the depository centre 1. Issued regulation registration, custody, clearing and stock payment after State Securities Commission approval.
2. Approve, cancel the membership custody; monitoring compliance with the provisions of the members under custody of securities depository Center.
3. Provide registry services, clearing, depository and securities payment and other services related to securities on request of the customer.
4. the fee prescribed by the Ministry of finance.
Article 46. Obligations of the depository centre 1. Ensure the base material, the technique serves for registration activities, custody, clearing and payment of securities.
2. Build process and risk management activities for each profession.
3. Manage the property of the customer.
4. Compensation for customers in the service damage to the legitimate interests of the customer, except in cases of force majeure.
5. Activities for the benefit of the person who sent the stocks or securities owners.
6. Take measures to protect the database and store the original documents on registration, custody, clearing and stock payment under the provisions of the law on accounting, statistics.

7. Extract risk-prevention funds business to offset the loss of customers due to technical problems, due to the negligence of staff during operation. Professional risk prevention fund was formed from professional fees as prescribed by the Ministry of finance.
8. Provide the information related to the customer's stock ownership according to the requirements of the public company, the issuer.
9. Perform accounting, auditing mode, statistics, financial obligations prescribed by law; perform reporting on depository activity according to the regulations of the Ministry of finance.
10. Responsibility for payment, depository activities at Headquarters, branch had registered depository activity.
Article 47. Members save up 1. Members of the company's securities depository, commercial banks operating in Vietnam State Securities Commission granted certificate of registration depository and central securities depository approved membership in custody.
2. Members save up to have the following rights: a) provide service custody and payment of securities transactions for customers;
b) fee as prescribed by the Ministry of finance;
c) other rights prescribed by law and by the regulations of the central securities depository.
3. Members save up to have the following obligations: a) in compliance with the obligations specified in article 46 of this law;
b) contribute funds to support payment as defined in the regulations of the central securities depository;
c) other obligations prescribed by law and by the regulations of the central securities depository.
Article 48. Conditions of registration of depository activity 1. Registration requirements for depository activities with commercial banking include: a) Has a license to establish and operate in Vietnam;
b) overdue Debts not exceeding five percent of the total outstanding, with interest in the latest year;
c) Have locations, equipment, equipment for the activity registration, custody, payment transactions in securities.
2. registration conditions depository for securities firms including: a) Has a license to establish and operate make broking or proprietary trading of securities;
b) Have locations, equipment, equipment for the activity registration, custody, payment transactions in securities.
Article 49. Registration documents depository activities 1. The paper proposed the registration of depository activity.
2. Copy the license to establish and operate.
3. A demonstration of the base material, the technique taken security depository activity.
4. the financial statements have been audited by the latest year, unless the newly formed securities company.
Article 50. The time limit for registration certificate depository activity 1. The time limit for registration certificate depository activity is fifteen days from the date of the State Securities Committee receives a valid profile. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
2. Within a period of twelve months from the date of being granted a certificate of registration of depository operations, securities companies, commercial banks must do the registration procedure at the depository securities Centre and the conduct of operations.
Article 51. Suspension, revocation of registration certificate depository activity 1. Members suspended depository depository activity for a maximum of ninety days in the following cases: a) often violate the obligations of membership by the depository securities Centre regulations;
b) To occur causing serious losses shortcomings to the client.
2. Members recovered depository registration certificate depository activity in the following circumstances: a) the expiry of suspended operation save up that didn't fix the violation of the provisions in paragraph 1 of this article;
b) not engage in depository activities within twelve months from the date of being granted a certificate of registration depository;
c) revoked the license to establish and operate;
d) divided, split, merger, consolidation, conversion, dissolution, bankruptcy;
voluntary termination) Depository operations after the State Securities Commission approval.
3. When revoked certificate of registration depository, depository member must do all the math depository account according to the regulations of the central securities depository.
Article 52. Securities registration 1. The stock of the company must be registered in the securities depository Center.
2. Securities of other issuers authorized for central securities depository transfer agents to be registered in a central securities depository.
3. Public Company, the issuer as defined in clause 1 and clause 2 of this Thing done kind of securities and registration information about the owner of the securities with the securities depository Center.
Article 53. Securities 1. The company's stock must be concentrated in the central depository depository before making a transaction.
2. central depository securities depository in the form of custody. Stock owners are co-owners General depository securities in proportion to stock is saved.
3. the securities depository Center received separate depository for securities and other assets at the request of the owner.
Article 54. Transfer of ownership of securities 1. The transfer of ownership to the securities registered in the securities depository Center are made through the central securities depository.
2. The validity of the transfer of ownership of securities in securities depository Center are specified as follows: a) securities cases were concentrated in the central depository depository, transferring ownership of the stock that effect on implementation of journal entry log on account central securities depository depository;
b) where securities are not yet in custody securities depository Center, securities ownership transfer takes effect on the date the registry of securities depository Center management.
Article 55. Payment and clearing securities transactions 1. The payment and clearing securities transactions made under the regulation of the securities depository Center.
2. stock payments be made through the central securities depository, payment of stock trading is done through bank payments and must comply with the principle of the transfer of securities simultaneously with payment of money.
Article 56. Protect customer assets 1. Securities in the form of material or non-material, the other property of the customer by the central securities depository or depository management members are the property of their respective owners and are not considered assets of the central securities depository or the Member's custody.
2. Central Depository or depository members may not use the client's securities deposited at the central securities depository or in members save up to pay the debts of the central securities depository or depository.
Article 57. Security 1. Central securities depository and depository members are responsible for the security of information relating to the client's securities owners, denied the investigation, seal, hold, transfer the assets of the client without the client's consent.
2. The provisions in paragraph 1 of this article do not apply to the following cases: a) the auditor perform an audit of financial statements of the central securities depository or financial reporting depository Member;
b) customers of the central securities depository or depository for information related to owning their own stock;

c) provides the information required by competent State bodies.
Article 58. The Fund supports the payment of 1. Billing support fund formed from the contributions of the members save up to pay instead of the members save up in case the temporary depository members lose liquidity securities transactions.
2. payment assistance Fund by the central securities depository and management must be separate from the assets of the central securities depository.
3. The level of contributions to the Fund of payments, billing support method, method of managing and using support funds paid to follow the regulations of the central securities depository.
Chapter VI, SECURITIES INVESTMENT FUND MANAGEMENT COMPANY of SECURITIES Article 59. Establishment and operation of securities companies, fund management companies, securities investment 1. Securities companies, fund management companies of investment securities (hereinafter called the Fund management company) was organized in the form of limited liability company or joint-stock companies in accordance with the corporate law.
2. State Securities Commission granted a license to establish and operate for securities companies, fund management companies. This license is the business registration certificate.
Article 60. Business of securities companies 1. Securities firms made a, some or all of the following business services: a) securities brokerage;
b) proprietary trading of securities;
c) underwriting securities;
d) securities investment consulting.
2. Securities firms are only allowed to perform underwriting profession when made professional securities proprietary trading of securities.
3. In addition to the business prescribed in clause 1 of this article, the stock company was providing financial consulting services and other financial services.
Article 61. Business of fund management companies 1. The Fund management company is made the following business services: a) securities investment fund management;
b) management of the securities portfolio.
2. The business prescribed in paragraph 1 of this article are granted a license to establish and operate the company's Fund managers.
3. In addition to the business prescribed in clause 1 of this article, the Fund management companies are mobilizing and managing the foreign investment fund aims to invest in Vietnam.
Article 62. Licensing conditions of establishment and operation of securities companies, fund management companies 1. Licensing conditions of establishment and operation of securities companies, fund management companies include: a) headquarters; have the equipment, equipment for stock trading activities, for business underwriting stock and investment advice on securities do not have to meet the condition of equipment, equipment;
b) has enough capital according to the regulations of the Government;
c) Director or Director-General and the staff of securities business services specified in clause 1 Article 60 and Article 61 paragraph 1 of this law must have the certificate of practice stock.
2. where the founding shareholder or founder members are the individual must have the capacity for civil acts fully, not in the case are having to accept criminal or civil courts banned business practice; the case is legal is legal and operations are to have enough financial capacity to participate in the capital contribution. The founders or founder members must use their own capital to capital contribution securities companies, fund management companies.
Article 63. Records suggest that license the establishment and operation of securities companies, fund management companies 1. The paper proposed the establishment of the licensing and operation of securities companies, fund management companies.
2. A demonstration of the base material, the technique ensures implementation of securities trading business.
3. confirmation of the bank capital levels posted in open sanctioning account at the Bank.
4. the expected list of Director or Director-General and the staff of securities business services accompanied by a copy of the certificate of practice stock.
5. The list of founders or founder members attached to the paper copy of identity card or passport for personal and business registration certificates for legal entities.
6. A copy of the most recent year financial report certified by the independent auditor of the Organization founders or founder members are legal entities contributed capital from ten percent or more capital has contributed to the Organization's licensing proposal.
7. The draft Charter company.
8. Expected business activity plans in the first three years of business professional suits suggest the license attached to the business processes, internal control procedures, risk management processes. Article 64. Chartered Securities companies, fund management companies 1. Chartered Securities companies, fund management companies have the following principal contents: a) The content of the provisions of article 22 of the law on enterprises;
b) rights and obligations of the securities companies, fund management companies are not contrary to the provisions of this law;
c) regulations on prohibition and restrictions on securities companies, fund management companies and the Director or Director-General, securities practitioners of securities companies, fund management companies.
2. The Ministry of Finance issued a model charter company securities, the Fund management company.
Article 65. The time limit for establishment of licensing and operation 1. Within a period of thirty days from the date of receiving documents, State Securities Commission granted a license to establish and operate for securities companies, fund management companies. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
2. in case of need to clarify issues related to the proposed licensing records establishment and operation of securities companies, fund management companies, the State Securities Committee has the right to propose the representative of founders or shareholders or is expected to be appointed recruitment Director, or the Director General of the Organization of the proposed licensing explanation directly or in writing.
Article 66. Announced license and operation 1. Within seven days from the date of establishment licensing and operation, securities companies, fund management companies must publish the license to establish and operate on the media of the State Securities Committee and an electronic newspaper or newspaper written in three consecutive numbers.
2. The publication license and operation provided for in paragraph 1 of this article includes the following principal contents: a) the name of the company stock, the Fund management company;
b) addresses the company's headquarters, branch, Representative Office (if available);
c) license Number and on activity levels, the business was allowed to perform;
d) capital;
DD) representative under the law.
Article 67. Additional license and operation 1. Securities companies have been licensed to establish and operate additional services when trading in the stock to suggest additional license levels and activities.
2. The records suggest additional license grant and activities including: a) the paper suggest additional license grant and operation;
b) the documents specified in paragraphs 2, 3 and 8 of this Act 63 Conditions;
c) Charter amendments, supplements have been the General Assembly of shareholders or Board members or the owner of the company through;
d) the decision of the General Assembly of shareholders and of the Board or a decision of the Board of directors or the corporate owner of the additional securities trading business.

3. Within the time limit of twenty days from the date of the valid profile, State Securities Commission granted additional license and operation. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
4. securities company to be granted additional license and operation are announced additional license within the time limit and according to the method prescribed in paragraph 1 of this Law 66 Articles.
Article 68. The changes must be State Securities Commission approved 1. Securities companies, fund management companies must be State Securities Commission approval in writing before making the following changes: a) established, closed branches, representative offices, offices;
b) to change the company name; location head office, branches, representative offices, offices;
c) transactions alter the ownership of shares or shares constitute from ten percent or more capital was contributed by securities companies, fund management companies, except in the case of stocks of securities companies, fund management companies have been listed on the stock exchange Securities trading center;
d) suspend, unless suspended operations due to causes of force majeure.
2. approval procedures, records the changes made under the provisions of the Ministry of finance.
3. The time limit for acceptance of changes is fifteen days from the date of the State Securities Committee receives a valid profile. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
Article 69. Split, split, merge, merge, convert the securities companies, fund management companies 1. Securities companies, fund management companies perform the split, split, merger, consolidation, conversion must be approved by the State Securities Committee. The deadline to approve the split, merger, split, merge, convert is thirty days from the date of the State Securities Committee receives a valid profile. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
2. Records procedure, approved the split, split, merger, consolidation, conversion is made according to the regulations of the Ministry of finance.
3. the securities companies, fund management companies made the separation, merger, split, merge, convert according to the regulations of the corporate law.
4. The new company formed from the split, merger, split, merge, convert to do the recommended procedures to license and operate according to the provisions of article 63 of this law.
Article 70. Suspension, revocation of license and operation of securities companies, fund management companies 1. Securities companies, fund management companies suspended operations in the following cases: a) grant proposal, records additional license and operates the information untrue;
b) after expiry warnings prescribed in article 74 of this law, securities companies, fund management companies still didn't fix the warning status and has gross losses reached fifty percent of capital stock or no longer meet the eligibility of capital securities trading activities;
c) misuse or non-functioning properly with the content specified in the license and operation;
d) Don't maintain the licensing conditions of establishment and operation specified in article 62 of this law.
2. Securities companies, fund management companies is revoked license and operates in the following cases: a) not engage in securities trading activities within twelve months from the date of being granted a license to establish and operate;
b) didn't fix the condition specified in point b of paragraph 1 of this article within a period of six months from the date of suspension of activities;
c) didn't fix the violation at points a, c and d of paragraph 1 of this article within a period of sixty days from the date of suspension of activities;
d) dissolved, bankrupt.
3. for the case revoked the license to establish and operate specified in point b of paragraph 2 of this article, the State Securities Committee may specify alternative securities company to complete the transaction, the contract of the company revoked the license to establish and operate; in this case, the authoritative relationship is established between the two companies.
4. When a revoked license and operation, securities companies, fund management companies must cease immediately all activities recorded in the license and the notice on an electronic newspaper or newspaper written in three consecutive numbers. The State Securities Committee has responsibility statement of revocation of the license of the establishment and operation of securities companies, fund management companies on the news media of the State Securities Committee.
Article 71. The obligation of the securities company 1. Set up the internal control system, risk management and supervision, prevent the conflict of interest within the company and in dealing with the relevant people.
2. the separate management of each individual stock investors, separate from the money and securities of the investors with the money and securities of securities firms.
3. Signed a contract with customers when providing services to clients; provide complete, truthful information to the client.
4. Prioritize customer orders before the order of the company.
5. Collect, find out information about the financial situation, investment objectives, risk tolerance of clients; ensure the recommendations, the firm's investment advice for clients must conform to that client.
6. Compliance with the regulations ensure capital is available according to the regulations of the Ministry of finance.
7. professional liability insurance for businesses trading securities in the company or excerpt investors protection fund set up to compensate investors for losses due to technical problems and negligence of employees in the company.
8. Store full of vouchers and account details, accurately reflects the customer's trading and company.
9. Make the sale or for clients to sell the stock when not owning stock and for borrowers of securities sold pursuant to the Ministry of finance.
10. In compliance with the regulations of the Ministry of Finance of the securities business.
11. Perform accounting, auditing mode, statistics, financial obligations as stipulated by law.
12. Made disclosure of information according to the provisions of article 104 of this law and the reporting regime under the provisions of the Ministry of finance.
Article 72. Obligations of the Fund management company 1. Comply with the obligations specified in paragraphs 1, 3, 4, 5, 6, 7, 9, 10, 11 and 12 Article 71 of this law.
2. Execute operation of securities investment fund management, the management of securities portfolios under the provisions of this law, the Charter of securities investment funds, the contract signed with investment trust clients and contracts signed with bank supervision.
3. Make the determination of the net asset value of the Fund in securities investment as defined in Article 88 of this law, the Charter of securities investment funds and contracts signed with clients investment trust.
Article 73. Regulation on restrictions for securities companies, fund management companies 1. Not given to or ensure with customers about the level of income or profit gain on its investments or ensure clients do not suffer losses, except for investments in fixed-income securities.
2. do not disclose information about you, except with customer consent or at the request of the State Agency of competent jurisdiction.
3. do not perform these acts make customers and investors about stock prices.
4. don't give customers loan to purchase securities, unless the Ministry of finance have other rules.

5. Shareholders, founders of securities companies, fund management companies not transferable shares or shares of himself within three years from the date of being granted a license to establish and operate, except for the transfer for shareholders, the founding members of the company.
Article 74. Regulations on securities companies warning, the Fund management company were alerted in case the available capital falls below one hundred and twenty percent of the level provided for in paragraph 71 of this Law Article 6. Securities companies, fund management companies must overcome the warning within a period of thirty days from the date of being warned.
Article 75. Dissolution, bankruptcy, securities companies, fund management companies 1. The abolition of the securities companies, fund management companies are made according to the regulations of the corporate law. The case of the securities companies, fund management companies dissolved before the end of the active duration to be State Securities Commission approval.
2. The bankruptcy of securities companies, fund management companies are made according to the provisions of the law on bankruptcy for enterprises operating in the fields of finance, banking.
Article 76. License the establishment and operation of securities companies, fund management companies have invested abroad in Vietnam 1. Securities companies, fund management companies, foreign investment in Vietnam was established in the form of joint ventures, joint stock company, which is one hundred percent foreign capital by the State Securities Commission granted a license to establish and operate.
2. license conditions of establishment and operation of securities companies, fund management companies have invested abroad in Vietnam are made according to the provisions of article 62 of this law.
3. Records, licensing procedures for establishment and operation of securities companies, fund management companies have invested abroad in Vietnam due to government regulations.
Article 77. License the establishment and operation of the subsidiary securities companies, foreign fund management companies in Vietnam 1. Licensing conditions of establishment and operation of the subsidiary securities companies, foreign fund management companies in Vietnam, including: a) Is the Organization of active stock trading legal in foreign countries;
b) The conditions specified in paragraph 1 to article 62 of this law.
2. Records, licensing procedure for the establishment and operation of the subsidiary securities companies, foreign fund management companies in Vietnam due to government regulations.
Article 78. Representative Office of company securities, foreign fund management companies in Vietnam 1. Securities firms, foreign fund management company established a representative office in Vietnam after the registration of operations with the State Securities Commission.
2. the registration records of the Office of the representative securities companies, foreign fund management companies in Vietnam, including: a) the activities of the registration offices;
b) active license copy of securities companies, foreign fund management company;
c) copies of the Charter of the company securities, foreign fund management company;
d the person's résumé) is expected to be appointed head of the representative office in Vietnam and the list of employees working in the Office (if available).
3. within seven days from receipt of valid records, State Securities Commission certificate of registration of the representative office of securities companies, foreign fund management companies in Vietnam. The case of rejection, the State Securities Commission must reply in writing and stating the reason.
4. The scope of activities of a representative office include one, some or all of the following: a) perform the functions of Office communication and market research;
b) build cooperation projects in the fields of securities and securities markets in Vietnam;
c) promoting, monitoring the implementation of the agreed contract signed between securities firms, foreign fund management company with the economic organization of Vietnam;
d) promotes, supervises implementation of the project by securities companies, foreign fund management companies to sponsor in Vietnam.
5. Representative Office not made stock trading activities.
6. A representative office is subject to the management, supervision of the State Securities Committee.
Article 79. Practising certificate in securities 1. Practising certificate in securities are issued to individuals that meet the following conditions: a) Has the capacity for civil acts in full; in no case are having to accept criminal or civil courts banned business practice;
b) college level; having the professionalism of securities and stock market;
c) satisfactorily completing exams by State Securities Committee held; for foreigners who have professional certificates about the stock market or those who have legitimate securities practice abroad just exam testing Vietnam's securities legislation.
2. certificate of practice records of securities include: a) the paper suggested stock practice certificate;
b) curriculum vitae confirmed by local government bodies where the individual resides;
c) copies of the diplomas, certificates.
3. for alien specified in point c of paragraph 1 of this article, the records suggest practising certificate in securities include: a) the paper suggested stock practice certificate;
b) curriculum vitae confirmed by the competent authority of the country of which the person is attached to citizenship, passport copy;
c) professional or certified copies of documents that already practising legal securities abroad.
4. within seven days from receipt of valid records, State Securities Commission certificate of practice stock. The case of rejection, the State Securities Committee to answer and stating the reason in writing.
5. The certificate of practice in securities only when the values are certified to work in a company stock or fund management companies and companies that reported to the State Securities Commission.
6. Securities companies, fund management companies have the responsibility to inform the State Securities Committee within two days from the day the person practising certificate in securities no longer work for the company.
Article 80. Revocation of the certificate of practice in securities 1. The securities practice certificate revoked the securities practice in the following cases: a) no longer meets the conditions for practising certificate in securities specified in Article 79 paragraph 1 point a of this law;
b) violation of the provisions of article 9, paragraph 1 and paragraph 3 Article 81 of this Act;
c) No securities practice in three consecutive years.
2. The practice of securities revoked the certificate of practice in securities in cases specified in point b of paragraph 1 of this article are not practising certificate in securities again.
Article 81. The liability of the securities practice 1. Securities practitioners was not: a) at the same time working for other organizations with ties to own stock company, where his fund management company is working;
b) at the same time working for securities companies, fund management companies;
c) at the same time the Director or Director General of an organization selling securities to the public or organizations listed.
2. Securities practitioners working for securities firms are only open accounts for securities trading in the securities of that company.
3. Securities practitioners do not use money, securities on the account of the customer when the customer is not mandated.

4. Securities practitioners to participate in the training courses on law, transaction system, the type of new securities by the State Securities Commission, the stock exchange, securities trading Center held.
Chapter VII the SECURITIES INVESTMENT FUNDS, INVESTMENT COMPANIES and SECURITIES the BANK MONITORING section 1 GENERAL PROVISIONS on SECURITIES INVESTMENT FUND Article 82. The types of securities investment fund 1. Securities investment funds including funds and Fund members.
2. mass Fund include open and closed funds Fund.
Article 83. The establishment of securities investment fund 1. The establishment and offered for sale to the public fund of funds managed by the company popular funds made under the provisions of article 90 of this law and must register with the State Securities Commission.
2. The establishment of the Fund by the Member fund management company comply with the provisions of article 95 of this Act and shall report to the State Securities Commission.
Article 84. Rights and obligations of investors involved in securities investment fund 1. Investors have the following rights: a) benefiting from investment activities of securities investment funds corresponding to the ratio of capital contribution;
b) Enjoy the benefits and the property was divided into legally from the liquidation of assets in securities investment funds;
c) requires that the Fund management company or bank certified funds acquisition monitoring open;
d) sue the Fund management company, the bank supervision or organization concerned if this organization violates the rights and legitimate interests;
DD) perform their rights through Investor Conference;
e) Transfer Fund under the provisions of the Charter of securities investment fund;
g) other rights specified in the Charter of securities investment funds.
2. Investors have the following obligations: a) executive decision of general meeting of investors;
b) paid enough money to buy Fund certificates;
c) other obligations stipulated in the Charter of securities investment funds.
Article 85. The Congress investors securities investment fund 1. The Congress investors Securities Investment Fund consists of all investors, is the highest decision-making body of securities investment funds.
2. Congress investors stock fund has the following rights and duties: a) Election, resignation and recall the Chairman and Committee members represented the Securities Investment Fund;
b) decided to wage and operating costs of the FRB securities investment;
c) change the fees charged to the Fund management company and bank supervision;
d) review and handle breach of the Fund management company, bank supervision and FRB cause losses for securities investment fund;
DD) decided to amend and supplement the Charter of securities investment funds, contract monitoring; the decision to close the Fund certificates listed;
e) decide the fundamental change in the investment policy, the scheme of distribution of profits, investment objectives of securities investment funds and securities investment fund dissolved;
g) decided to change the Fund management company, the bank supervision;
h) requires that the Fund management company, the bank supervision process of the books or papers dealing at the investors;
I) adopted the report on the financial situation, assets and operations of investment fund securities;
k) through the choice of the auditing organization approved to audit the annual financial statements of securities investment fund;
l) the rights and duties stipulated in the Charter of securities investment funds.
3. The Congress investors Securities Investment Fund convened annual or extraordinary to consider and decide on the content under the authority of the General Assembly. The summons, compliance investors and Congress through the decision of the General Assembly is done according to the regulations of the Ministry of finance and the securities investment fund rules.
Article 86. Chartered Securities Investment Fund 1. Chartered Securities Investment Fund by the Fund management company and the draft are investors through Congress.
2. securities investment fund rules have the following principal contents: a) Securities Investment Fund Name, fund management companies, banking supervision;
b) established on securities investment fund;
c) objectives; the field of investment; the time limit for the operation of securities investment funds;
d) capital and provisions on capital increase of the Fund's securities investments;
DD) rights and obligations of the Fund management company, the bank supervision; the case changes the Fund management company, the bank supervision; regulations on the authorization for the Fund management company signed a contract with bank supervision oversight;
e) regulations on FRB stock investing, Investor Conference;
g) limitations of investments securities investment fund;
h) regulates the registration certificate and stored in the registry fund investor of the Fund;
I) regulations on the selection of the bank supervision; Select and change the audit organization is approved;
k) regulations on the transfer, release, acquired Fund open; the listing rules closes the Fund;
l) The type of costs and earnings of securities investment fund; fees, rewards for fund management companies, banking supervision; cases and methods of dividing income stock fund for investors;
m) valuation method of net assets of securities investment fund, the net asset value of each Fund;
n) provisions on conflict of interest resolution;
o) provisions on the reporting regime;
p) Regulations of abolition of securities investment fund;
q) Bank's commitment to oversight and fund management companies on the implementation of obligations with the securities investment funds, investors and compliance with securities investment fund rules;
r) compliance amendments, additional securities investment fund rules.
3. Model stock investment fund regulations by the Ministry of finance regulations.
Article 87. Defunct securities investment fund 1. The Securities Investment Fund dissolved in the following cases: a) the end of the time limit stated in the Charter operations of investment fund securities;
b) Investor Conference decided to dissolve the stock investment fund before the end of the time limit stated in the Charter operations of investment fund securities.
2. A minimum of three months prior to the date of conducting dissolved, FRB must convene Congress to approved securities investment fund dissolved.
3. the Fund management company and bank supervision is responsible for completing the liquidation fund assets and Division of property funds to investors under the scheme are investors through Congress.
4. Proceeds from the liquidation of assets in securities investment funds and the remaining assets upon dissolution is paid according to the following order: a) financial obligations with the State;
b) repayments to the Fund management company, bank supervision, repayments and other costs could award stock investment fund;
c) the rest is used to pay for the respective investors with capital contribution rate of the investors in the Fund.
5. within five days from the date of completing the abolition of securities investment funds, fund management companies and banking supervision must report to the State Securities Commission about results dissolved the securities investment funds.
Article 88. Determine the net asset value of the Securities Investment Fund 1. The determination of the net asset value per unit of stock investment fund by the Fund management company to perform and are monitoring Bank confirmation.
2. The determination of the net asset value of the Fund's securities investments must comply with the following rules: a) for securities listed on the stock exchange or securities trading centre, the price of the stock is defined as the closing price or average price on the previous trading day's valuation;

b) with respect to the property is not specified in point a of the securities account, determining the value of assets is based on the process and method of determining the value of assets are stated in the Charter of securities investment funds. Valuation methods and procedures must be clear, reasonably applied for bank supervision and must be confirmed and FRB stock investment, Congress approved investors. The parties to the property valuation is independent of the Fund management company and bank supervision or custody Bank;
c) monetary assets include dividends, interest is calculated according to the value recorded on the ledger at the time specified.
3. the net asset value of the Fund's securities investments must be publicized as specified in article 105 of this law.
Article 89. Report on securities investment fund 1. The Fund management company shall report to the State Securities Commission and irregularities in the portfolio, investment activities, the financial situation of the Fund invested in securities.
2. The Ministry of finance detailing the reporting regime on securities investment funds.
Section 2 the MASS FOUNDATION and FUND MEMBERS Article 90. Mobilization of capital to establish mass Fund 1. The financing of the Fund are made fund management company within a period of ninety days from the date of certificate of certificate funds are offered for sale to the public. Mass Foundation is established if there is at least a hundred investors, excluding professional stock investors buy Fund certificates and the total value of Fund sold totaled at least fifty billion Vietnam.
2. The entire capital of investors must be blockaded in a separate account under the control of the bank supervision and are not used until the finish capital mobilization. The Fund management company shall report to the State Securities Commission results certified by the financing bank supervision within ten days from the end of the capital mobilization.
3. where the financing of public funds does not meet the provisions of paragraph 1 of this article, the Fund management company must reimburse all investors contributing funds within a period of fifteen days from the date of the end of the capital mobilization. The Fund management company must bear all costs and financial obligations arising from the mobilization of capital.
Article 91. FRB mass 1. FRB mass represents the interests of the investors, led by the Congress elected investors. Rights and obligations of the FRB are defined in terms of securities investment funds.
2. The decision of the FRB are adopted by voting at the meeting, opinions in writing or by other forms prescribed in the Charter of securities investment funds. Each FRB has a mass voting.
3. Frb mass from three to eleven members, including at least two thirds of the members of FRB are independent members, is not a relevant person of the company managing the Fund and bank supervision.
4. The terms, criteria, number of members, the appointment, dismissal and additional members, FRB, Chairman of the FRB, conditions, manner and through decisions of the FRB are defined in terms of securities investment funds.
Article 92. Mass Fund restrictions 1. The Fund management company may not use capital and assets of securities investment fund to carry out the following activities: a) investment in the Fund of Fund Administration certificate that mass or of an investment fund;
b) invest in the securities of an issuer so fifteen percent of the total value of the securities held;
c) investment exceeding twenty per cent of the total asset value of the Fund in securities of an issuer;
d) investment exceeding ten percent of the total asset value of the Fund to close on the property; the Fund's capital investment opened in real estate;
DD) investment exceeding thirty percent of the total value of assets of the Fund into the mass of companies in the same group of companies owns the relationship with each other;
e) lender or guarantor for any loans.
2. the Fund management company is not allowed to borrow to fund the activities of the Fund, except short-term loans to cover the costs needed for the Fund. The total value of the Fund's short-term loans was not too popular in percent of net asset value of the Fund at any time and the maximum loan period is thirty days.
3. unless otherwise specified in point e clause 1 this Fund's investment structure, the masses can be misleading but not exceeding fifteen per cent in comparison with the investment limit specified in paragraph 1 of this article. The discrepancy is a result of the increase or decrease in the market value of the investment property and the payment of funds.
4. the Fund management company is obliged to report to the State Securities Commission and publish information about the discrepancy on. Within a period of three months from the date of discrepancy arises, the Fund management company must adjust the portfolio back to ensure the investment limit specified in paragraph 1 of this article.
Article 93. Open Fund 1. The Fund management company, the Bank oversees on behalf of open Fund acquisition of Foundation open certificate from investors and resell or release more open Fund certificate within a maximum capital of the Fund does not need to have the decision of the General Assembly.
2. The frequency and specific time acquisition Fund certificates are specified in the Charter Fund.
3. the Fund management company is not on behalf of the open Fund made the acquisition Fund open when going to one of the following events: a) the Fund management company may not make the acquisition of Fund certificates required by unforeseen causes;
b) Fund management companies cannot determine the net asset value of the Fund opened on valuation of the acquisition Fund opened by the stock exchange or securities trading center decided to suspend the securities in the portfolio of the Fund;
c) other events due to the Statute of the Fund regulation.
4. the Fund management company reported the State Securities Commission within twenty four hours, since going to one of the events specified in paragraph 3 of this article and shall continue to perform the acquisition Fund open after the event ended.
5. The Ministry of finance specifies the release and acquisition of open Fund certificates.
Article 94. The Fund closed 1. The capital increase of the Fund closing must be approved by the State Securities Committee and meet the following conditions: a) the Charter Fund having regulating the capital increase of the Fund;
b) profitability of the Fund during the previous year in proposed capital increase must be;
c) Fund management company sanctioned administrative violations of securities operations and stock market within two years, as of the time of the proposed capital increase;
d) plans to release additional fund close to be investors through Congress.
2. close the Fund certificates are only issued to the Fund's existing investors through a rights release buy closed funds are transferable certificates.
3. Record, petition of the closed Fund raises funds by Ministry of finance regulations.
Article 95. Foundation members 1. Membership members Fund which is established on the basis of the contract and Charter capital contribution fund.
2. The establishment of the Fund members must meet the following conditions: a) the minimum capital is fifty billion Vietnam;
b) have up to thirty members of capital contribution and include only members are legal entities;
c) due to a management fund management company;

d) assets of the Fund are members at a depository bank save up independent of the Fund management company.
Section 3 INVESTMENT STOCK COMPANIES Article 96. Securities investment firms 1. Investment company securities that are held in the form of a joint stock company in accordance with the corporate law to securities investment.
2. State Securities Commission granted a license to establish and operate the company's investment securities. This license is the business registration certificate.
Article 97. Establishment and operation of securities investment firms 1. Licensing conditions of establishment and operation of securities investment companies include: a) has a minimum capital is fifty billion Vietnam;
b) Director or General Manager and management staff are practising certificate in securities in case of a stock investment company capital management itself.
2. securities investment company must comply with the following provisions: a) The investment restrictions specified in article 92 of this law;
b) content related to property valuation and reporting provisions of article 88 and article 89 of this law;
c) the obligations of the company stipulated in paragraph 2 of article 27 of this Law;
d) the entire money and property investment company's stock must be at a depository bank supervises.
3. The Government specifies the establishment, organization, functioning of securities investment company.
BANKING SUPERVISION section 4 Article 98. The bank supervision 1. The Bank is monitoring commercial banks have registration certificate depository functions to perform custody services and oversees the management of the Fund, the securities investment company.
2. banking supervision has the following obligations: a) to perform the obligation provided for in paragraph 3 to article 47 of this law;
b) perform the custody of assets of the Fund, the securities investment company; manage the property of the Fund, investment company securities and other assets of the bank supervision;
c) monitoring to ensure that the Fund management company, the Fund Manager, Managing Director or General Manager of the securities investment company to manage the assets of the company in compliance with the provisions of this law and securities investment fund Charter, Charter stock investment company;
d) carrying currency, payments, and transfer money, securities relating to the operations of the Fund, the securities investment company at the request of the Fund management company or Director or General Manager of the securities investment company;
DD) confirmed reports by fund management companies, securities investment companies established relevant to funds, securities investment companies;
e) monitor compliance with reporting and disclosure of fund management companies, securities investment companies under the provisions of this law;
g) reported the State Securities Committee when the Fund management companies, securities investment companies and organizations, related individuals violate the law or the Charter of securities investment fund, Charter stock investment company;
h) periodically along the Fund management companies, securities investment companies against the accounting, financial reporting and trading activities of the Fund, the securities investment company;
I) other obligations as stipulated in the Charter of securities investment fund, Charter stock investment company.
Article 99. Limit for bank supervision 1. The bank supervision, Board members, executives and employees of the Bank's direct supervisor on duty monitoring funds and property preservation fund of the bank supervision is not relevant or related property, loan or loan with the Fund management company the securities investment company, and vice versa.
2. banking supervision, Board members, executives and employees of the Bank directly monitoring the monitoring mission and to preserve the assets of the Fund, the securities investment company not being a partner in the purchase transaction of buying, selling, sold the assets of our Fund , securities investment company.
Chapter VIII INFORMATION DISCLOSURE 100 Things. The object and method of disclosure of information 1. The issuer, listing organizations, companies, securities companies, fund management companies, securities investment companies, securities trading, securities trading center is obliged to publish the full, accurate information, timely according to the provisions of this law.
2. The object of the provisions in paragraph 1 of this article when the information must at the same time report the State Securities Committee about the content of the information published.
3. The disclosure of information by the Director or Director-General or the person authorized to announce the information carried.
4. The disclosure of information is done through the mass media, publications of institutions, companies and the news media of securities trading, securities trading center.
5. The Ministry of finance specifies the contents, method of information disclosure of each object specified in paragraph 1 of this article.
Article 101. Disclosure of information of public company 1. Within ten days from the date of the financial year report has been audited, the company must publish information on financial reporting year as defined in clause 1 and clause 2 of article 16 of this Law.
2. Public company must announce any unusual information within twenty four hours, since going to one of the following events: a) the accounts of the company at the Bank be blocked or permitted account active again after being blocked;
b) halted trading;
c) revoked the business registration certificate or license and operation or operating licence;
d) through the decisions of the General Assembly of shareholders under the provisions of article 104 of the enterprise law;
DD) decisions of the Board regarding the acquisition of his company's stock or resale of shares purchased; about performs the right to buy shares of bond holders attached to the right to buy shares or convertible bonds made on the transition to the stock and the decision regarding the offer in accordance with clause 2 Article 108 of the law on enterprises;
e) Have decided to prosecute in respect of members of the Management Board, the Executive Director or General Director, Deputy Director or Deputy Director, Chief Accountant of the company; has the judgment, the decision of the Court relating to the activity of the company; conclusion of the tax authorities about whether the company violated tax law.
3. Public company must announce any unusual information within seventy-two hours from when it happens to one of the following events: a) decided to loan or bond issuance valued at thirty percent real capital has come up;
b) the decision of the Board on strategic, medium-term development plan and the annual business plan of the company; the decision to change the accounting methods applied;
c) the company received notice of the Court accepting the petition to commence a bankruptcy procedure.
4. Public company must publish information at the request of the State Securities Committee when it happens to one of the following events: a) has the relevant information to the public company serious impacts to the legitimate interests of investors;
b) has information relevant to the public company influence stock prices and need to confirm that information.
Article 102. Disclosure of information by issuers make selling bonds to the public 1. Issuer made selling bonds to the public to publish the information periodically as ruled in clause 1 Article 101 of this law.

2. The issuer made selling bonds to the public to announce extraordinary information within seventy-two hours from when it happens to one of the events specified in points a, b and c of paragraph 2 and paragraph 3 Article 101 of this law.
Article 103. Information disclosure of listed organizations 1. In addition to the obligation to publish the information specified in article 101 of this law, organizations listed must publish the following information: a) publish information within twenty four hours, since lost valuable assets from ten percent of equity;
b) published information on quarterly financial report within five days from the date of completion of quarterly financial reports;
c) disclosure of information according to the regulation of securities trading, securities trading center.
2. when listing organizations publish information must at the same time report the transaction in securities or securities trading center about the content of the information published.
Article 104. Information disclosure of securities companies, fund management companies 1. Within ten days from the date the financial report audited year, securities companies, fund management companies must publish information on financial reporting year.
2. Within a period of twenty four hours, since going to one of the following events, securities companies, fund management companies must report the transaction in securities or securities trading center to these organizations publish information as stipulated in paragraph 2 of this Law 107 : a) Has decided to prosecute in respect of members of the Board or Board Member, Director or General Director, Deputy Director or Deputy Director, Chief Accountant;
b) shareholders General Assembly or Council of members through a contract with another company;
c) the company suffered losses from ten percent of the value of the property;
d) companies have the change of Board members or Board Member, Director or General Director, Deputy Director or Deputy Director; the company appointed or dismissed executives securities investment fund;
DD) companies with important changes in business operations.
3. the securities company must publish information in headquarters, the branch and dealer orders on the changes concerning the address of head office, branches and agents get command; the content related to the trading method, place orders, margin transactions, billing time, transaction costs, the services provided and a list of those who practice the company's stock.
4. Securities companies, fund management companies must publish information at the request of the State Securities Committee when there is information related to the company serious impacts to the legitimate interests of investors.
Article 105. Disclosure of information about mass Fund 1. The Fund management company must periodically publish information about property reports the annual mass Foundation within ten days from the date of the report audited assets.
2. the Fund management company announced the periodic information about the Fund in the following cases: a) the net asset value of the Fund's constant mass week, month, quarter and year;
b) assets of the Foundation monthly mass, quarter and yearly;
c) situation and results of the Fund's investment activities monthly mass, quarter and yearly.
3. Within a period of twenty four hours, since going to one of the following events of the Fund, the Fund management company must report the transaction in securities or securities trading center to these organizations publish information as stipulated in paragraph 2 of this Law 107 : a) through the decision of the investors;
b) decided to sell the mass Foundation Certificate;
c) decided to change the Fund's invested masses;
d) revoked the certificates offered mass Fund certificates to the public;
DD) is suspended, cancelled the waves of sell fund certificates.
4. the Fund management company announced information about mass Fund at the request of the State Securities Committee when it happens to one of the following events: a) the rumors to affect the selling price, the mass Foundation Certificate;
b) Have abnormal changes in price and trading volume of Fund certificates.
Article 106. Information disclosure of securities investment firms 1. Stock investment company shares to the public to publish information in accordance with Articles 101 and 105 of this Law Article 2 clause.
2. securities investment companies have shares listed on the stock exchange, securities trading centre to publish information as specified in article 103 of this law.
Article 107. Information disclosure of securities trading, securities trading center of securities trading, securities trading center to publish the following information: 1. Information about the securities in securities trading, securities trading center;
2. information about the organization listed on the stock exchange, securities trading center; information on securities companies, fund management companies, securities investment funds, securities investment companies;
3. active surveillance information of the stock market.
Chapter IX INSPECTIONS and HANDLE BREACH of Item 1 Article 108 INSPECTORS. Stock inspection 1. Detective Inspector securities specialist on securities and the stock market.
2. Inspection of Primary securities Inspector, Deputy Chief Inspector and inspectors.
3. The inspection of securities subject to the direction of the Finance Ministry inspectors in accordance with the law on the Ombudsman and the provisions of this law.
Article 109. The object and scope of inspections 1. The Inspector object includes: a) held the securities offered to the public;
b) public company;
c) Organization stock;
d) securities trading, securities trading center;
DD) central securities depository, depository Member;
e) securities companies, fund management companies, securities investment companies, banking supervision; branches and representative offices of securities firms, foreign fund management companies in Vietnam;
g) securities practitioners;
h) organizations, individuals involved in investment activity on the securities market;
I) Organization, the other individual related to the operation of securities and stock market.
2. The scope of the inspection including: a) works offered for sale of securities to the public;
b) listed securities activities;
c) securities trading activities;
d) operations, securities investment, services on securities and stock market;
DD) information disclosure activities;
e) other activities related to securities and the stock market.
Article 110. Forms of inspection 1. Inspector under the program, the plan has been Chairman of the State Securities Commission for approval.
2. unscheduled inspections are conducted when the Organization, individuals involved in investment activity on the stock market is showing signs of breaking the law on securities and stock market; as requested by the resolution of the complaint, report or by the Chairman of the State Securities Committee.
Article 111. The authority, the decision to base the Inspector 1. Stock inspection activity is only done when there is a decision of the competent person inspection prescribed in paragraph 2 of this Article.
2. The Chief Inspector of the inspection decision stock and established Corps of inspectors. When it deems necessary, Chairman of the State Securities Commission inspection decisions and established Corps of inspectors.
The delegation inspected be Protagonist Inspector and Inspector Corps members.
3. Decision the Ombudsman must have one of the following bases: a) programme, planning inspector has been Chairman of the State Securities Commission for approval;
b) required by the Chairman of the State Securities Commission;
c) When detecting signs of breaking the law on securities and the stock market.
Article 112. Content inspection decision

1. Decide the inspection must include the following: a) legal bases to inspectors;
b) object, content, scope, mandate inspections;
c) the time limit for conducting the inspection;
Chief Inspector and Crew) the Crew members inspected.
2. within three days from the date of signing, the decision must be sent for inspection the Inspector object, except where unscheduled inspections.
3. the Ombudsman decisions must be published within a period of fifteen days from the date of the decision to the Inspector. The announced inspection decisions must be made in writing.
Article 113. The time limit for inspection 1. The time limit for performing an inspection not to exceed thirty days from the date of publication of the decision to end inspections the inspection at the place to be inspected.
2. where necessary, the Ombudsman decisions that can be extended once. The time extension does not exceed the time limit specified in paragraph 1 of this article.
Article 114. The rights and obligations of the Inspector object 1. The authority of the Inspector object: a) explanation of the problems are related to the content of the Inspector;
b) reserve the comments in the report on the inspection;
c) refuse to provide the information, documents in State secrets when the law contains regulations and information, the document is not relevant to the content of the Inspector;
d) to complain to the Ombudsman about the decision, the decision of the Chief Inspector Group behavior, Crew members inspected during the inspection when there are bases for that decision, that unlawful acts; the complaint to the President of the State Securities Committee of inspection conclusions, decided to handle the inspection when there are bases for that conclusion, that decision is unlawful. During the period pending the complainant must still approve the conclusions and decided to handle the inspection;
DD) claim for damages under the provisions of the law;
e) personally is the object Inspector has the right to denounce violations of the Chief Inspector, Chief Inspector and member of the Delegation the delegation inspected.
2. Obligations of the Inspector object: a) Executive decided the Inspector;
b) provide timely, complete, accurate information, documents, electronic data in relation to the content of the request of the inspectors and the inspectors are responsible for the completeness, accuracy, integrity of information, documents, electronic data was provided;
c) request Executive, concluded the Inspector, the Inspector's decision and competent State agencies;
d) sign the inspection.
Article 115. The duties and powers of inspectors decision 1. The decision the Ombudsman has the task, the following powers: a) direction, check the inspection Crew made the right content, the time limit stated in the inspection decision;
b) asking the Inspector object provides the information, documents, electronic data reporting, in writing, the explanation of the issues related to the content of the Inspector; the organization requests, personal information, documents relating to the content Inspector offers information, document it;
c) referendum expertise on issues relevant to the content of the Inspector;
d) requesting authority to seal, the custody of documents, securities, documents, electronic data related to violations of the law on securities and the stock market when it deems should stop immediately violations or to verify details how evidence for concluding the inspection;
DD) required competent person blockade accounts, stock accounts and collateral, pledging that involve violations of the law on securities and the stock market when it deems necessary to verify the details as a base the decision to treat or prevent infringement right scatter money pipe behavior , securities and collateral, pledging that involve violations of the law on securities and stock market;
e) suspension or petitioning the suspension authority when it deems that cause serious damage to the interests of the State, the legitimate rights and interests of the Organization, the individual market participants;
g) issued the decision handling under the authority or the authorized person petitions processed; test, urging the implementation of the decision of the Ombudsman handles;
h) resolve complaints, accusations related to the responsibilities of the Chief Inspector, head of the delegation and the members of the delegation inspected;
I) conclusions about the content Inspector;
k) Moved the records law violations to the authorities within five days from the date of detection of signs of the crime.
2. When performing their duties, the powers specified in paragraph 1 of this decision, the Ombudsman must be responsible before the law for all of his decisions.
Article 116. The duties and powers of the Chief Inspector and member of the Delegation the delegation inspected 1. Duties, powers of Chief Inspector: Group a) organizes, directs the Inspector Corps members make the right content, the object, the time limit was recorded in the inspection decision;
b) asking the Inspector object provides the information, documents, electronic data, report writing, explanation about the issues related to the content of the Inspector;
c) where there is evidence that if not promptly sealed, document custody, securities, documents, electronic data related to violations of the law on securities and the stock market then documents, securities, documents, electronic data may be gone, the destruction The Chief Inspector has the right to Delegate, the decision to seal, the custody of documents, securities, documents, electronic data. Within twenty four hours, since the decision, the head of the delegation inspected must report and be agreed in writing by the Chief Inspector of the securities; in case the Chief Justice Inspector of securities do not agree, then the head of the inspection Group to cancel immediately the decision sealed, custody and return of documents, securities, documents, electronic data have been sealed, the custody;
d) report to the Ombudsman about the decision the result inspected and is responsible for the accuracy, truthfulness, objectivity of that report;
DD) Formed inspection thereon;
e) When performing their duties, the powers specified in paragraph 1 of this article, the head of the delegation inspected be responsible before the law for all of his decisions.
2. duties and powers of the Ombudsman Group members: a) perform duties as assigned by the head of the inspection Group;
b) requires that the object Inspector provides information, documentation, report-writing, explanation about the issues related to the content of the Inspector; ask the Agency, organization, personal information, documents relating to the content Inspector offers information, document it;
c) recommendations the handling of these issues related to the content of the Inspector;
d) reported the results of assigned tasks with Chief Inspector Corps, responsible before the law and the Union Chief Inspector for the accuracy, truthfulness, objectivity of the content of the reports.
Article 117. Conclusion the inspection 1. Within a period of fifteen days from the date of the inspection results report, the Ombudsman decisions are out of the text concluded inspectors. Conclusion the Ombudsman must have the following content: a) reviews the implementation of the policy, the law, the duty of the Inspector object in the content Inspector;
b) conclusions about the content Inspector;
c) clearly define the nature and extent of the violation, the cause, the responsibility of agencies, organizations, individuals with violations (if available);
d) measures the handle according to the competence have been applied; propose measures to handle.
2. In the course of the inspection, the inspection decision have the right to ask the delegation Chief Inspector Inspector Crew members, reports; ask the Inspector object explanation to clarify further the issues necessary for concluding the inspection.

3. conclusion the Inspector is sent to the President of the State Securities Commission and the Inspector object; the case of the Chairman of State Securities Commission decision, the Inspector concluded the Inspector is sent to the Minister of finance.
4. within fifteen days from the date of conclusion of the Chief Justice Inspector inspection stock, Chairman of the State Securities Committee responsible for considering conclusion the Ombudsman; handle organization, individual violations of the law on securities and stock market; application of the measures under the authority or the Ministry of finance proposals applied remedy, perfecting mechanism, policy, law.
Category 2 PROCESSING of VIOLATING Article 118. Processing rule violation 1. The Organization, individuals with violation of provisions of this law and other provisions of the law related to the operation of securities and stock market, then depending on the nature and extent of the violation that was disciplined, the administrative sanction or prejudice criminal liability; If the damage is compensated according to the provisions of the law.
2. Who would abuse the position and powers to obstruct the operation of securities and stock market; acts of harassment, troubling for organizations, individuals involved in the stock market; not solve the Organization's requirements in a timely manner, the individual as prescribed; do not execute the service by law, depending on the nature and extent of the violation being disciplined or arrested save for criminal liability.
3. The sanctioning administrative violations made under the provisions of this law and the law on the handling of administrative violations.
Article 119. The sanctions administrative violations 1. The Organization, individuals with violation of provisions of this law shall bear one of the following sanctions: a) caution;
b) fine.
2. Depending on the nature and extent of the violation, the organization or individual in violation can also be applied to one or more additional sanctions including the suspension of the activity; revocation of the licence, the certificate relating to the operation of securities and securities markets, the securities practice certificate; confiscate all the proceeds from the realization of the violations that have stock and are used to infringe.
3. In addition to the sanctions provided for in paragraph 1 and paragraph 2 of this article, the Organization, the individual breach must implement the measures included forcing the correct observance of the rule of law; forcing the cancellation, dispute the false information, false information; forced withdrawal of securities issued, a refund the deposit or money to buy securities to investors.
Article 120. The authority sanctioning administrative violations 1. The Chief Inspector of the securities have the following rights: a) caution;
b) fine.
2. Chairman of the State Securities Committee has the following rights: a) caution;
b) fine.
c) applying additional sanctions and remedial measures prescribed in paragraph 2 and paragraph 3 Article 119 of this Act.
3. The Government specifies the authority and the level of sanctions for administrative violations in the operation of securities and securities market regulation in the article from Articles 121 to 130 of this Law Thing.
Article 121. Handling violations of regulations on the operations of securities offered to the public 1. The issuer, the Director or General Director, Chief Accountant and others concerned by the issuer, underwriting organizations, consulting, accounting organization is approved, the signing of audit reports and the institutions, individuals confirm the registration records of securities offered for sale to the public are the fake registration documents offered in evidence securities to the public then gets caution, fined or arrested save for criminal liability in accordance with the law; with respect to the issuer, then revoked the certificate of securities offered to the public, to pay back the money already mobilized plus non-term deposits interest and penalty payable from one percent to five percent of the total amount was mobilized against the law.
2. The issuer, Director or General Director, Deputy Director or Deputy Director, Chief Accountant and others concerned by the issuer, underwriting organizations, consulting organization released deliberately published false information or concealing the truth, the use of external information prospectus to market exploration stock distribution, not true to the content of the register of securities offered for sale, the duration and the prescribed minimum volume, the release announcement on the mass media is not the right content and time as defined by caution, fined, suspended or cancelled securities offered to the public or prejudice criminal liability under the provisions of the law. Underwriting organizations implement the guarantee had a total stock value exceed the prescribed percentage of the legal warnings, fines, suspended underwriting activities.
3. The issuer made selling stock to the public when no certificate of securities offered for sale to the public shall be suspended for selling stock to the public, seized illegal revenues and a fine from one to five times the illegal earnings.
Article 122. Handling violations of the regulations on public company 1. The company specified in point c of paragraph 1 of article 25 of this Law do not apply to the company for the State Securities Committee within a period of ninety days from the date of becoming public, caution or fine and force the correct observance of the provisions of the law on public company.
2. The company does not comply with the rules of the company administration caution and forcing the correct observance of the provisions of the law regarding corporate governance.
Article 123. Handling violations of securities listing regulations 1. The organization listed, Director or General Director, Deputy Director or Deputy Director, Chief Accountant and others are concerned the Organization's listing, listing organizations, approved auditing organization, the signing of audit reports, organizations, individuals confirm the profile listed on the fake in the profile listing misleading, the serious warnings, fines, cancellation of listing or arrested save for criminal liability in accordance with the law.
2. The organization listed does not accept the rules of the time, the content and the means of disclosure of information about the listing shall be caution, fine and force the correct observance of the provisions of the law on the listing.
Article 124. Handling violations of the rules of the market organization stock 1. The Organization, the individual held the stock market trading rules of this law shall be suspended activities, confiscated illegal earnings and a fine from one to five times the illegal earnings or arrested save for criminal liability in accordance with the law, the absence of the unlawful proceeds shall be fined.
2. securities trading, securities trading centre, Member of the Management Board, supervisory board, Executive Director, the Deputy Directors and the employees of securities trading, securities trading center in violation of regulations on listing, Member, transaction, monitoring and disclosure of information by caution , a fine or suffer prejudice criminal liability under the law.
Article 125. Handling violations of regulations on stock trading activity and practising certificate in securities

1. Securities companies, fund management companies, securities investment companies, branches of securities companies, foreign fund management companies in Vietnam conduct securities business operations when not yet licensed or loan, rent, assign the licence; business activities in the field of the licence not specified or invalid license; erased, corrected licenses; make the changes related to the stock and the stock market when not yet State Securities Commission approved the penalty or warning, fines, confiscate the illegal earnings, suspension, revocation of license and operation, the certificate of registration of the representative office.
2. Securities firms do not comply to the provisions of this law on the management of the property funds, securities of the client; not sure maintaining capital levels available as prescribed; investment or capital contribution participation exceeds the regulation; make left your investment; does not perform the security mode information of customers shall be caution, a fine, suspension or revocation of license and operation.
3. the securities company and the company's securities practice advantage, the task to lend money, securities on the client's account; pledge or use of money, securities on the client's account without the customer mandated by caution, a fine and confiscated illegal earnings or being prejudice criminal liability under the law.
4. the Fund management company and the practitioners of corporate securities in the Fund management implementation process if not separated from the management of each Fund, do not follow the rules of securities investment funds and protect the legitimate rights and interests of investors, do not perform internal control under the provisions , capital and assets of securities investment funds to invest in or buy the assets of investment funds; violating the rules of engagement, which holds the shares, loans or loans for the Fund management company and vice versa shall be caution, fine and force the correct observance of the legal provisions on the management of securities investment funds.
5. the same time securities practitioners working or raising capital on two or more securities firms; the practice of the company's stock fund managers at the same time as Director or General Manager or shareholder owns on five percent of the voting shares of an organization selling securities to the public; loan securities practitioners or professional rental stock; erasing, professional repair stock, the fines and the revocation of the certificate of practice stock.
Article 126. Handling violations of regulations on securities transactions 1. People know insider information or who have inside information if buying, selling securities, disclosure of this information or suggest other people buy, sell stock then fines, confiscate the illegal earnings or being prejudice criminal liability under the law.
2. The organization or individual that the law prohibits engaging in stock transactions directly or indirectly hold or buy and sell stocks by renaming or other persons nominal loan seized number of shares used for infringement, confiscate the illegal earnings and a fine; If the public officer shall be punished according to the provisions of the law.
3. organizations and individuals violating the provisions of the acts prohibited to manipulate stock prices, creating phony stock prices, the transaction artificially then fines, confiscate the illegal earnings or being prejudice criminal liability under the law.
4. professional employees of the stock exchange, securities trading center, the securities firm if intentionally provided false documents, forged, falsified or destroyed documents to scam transactions; seduce customers buy, sell securities, the fines, the revocation of the certificate of practice in securities or being prejudice criminal liability under the law.
5. organizations and individuals create and propagate false information to cause serious effects to the stock market, cause of the stock market then fined or arrested save for criminal liability in accordance with the law.
6. organizations and individuals implement the behavior public purchase without greetings send registration greeting purchase to the State Securities Commission; no bid openly prescribed or changed, the tune compared to register the purchase without greetings reported as prescribed; not to apply the conditions of a public bid for all shareholders of the company; refuse to buy any stock from shareholders under the conditions announced; non-observance of time Hi buy publicly then fined and forced to obey rules of the law of public bid.
Article 127. Handling violations of the regulations on registration, custody, clearing and payment of securities, banking supervision 1. The organization registration, custody, clearing, payment and securities employees of this organization violates rules on data validation period; transfer of securities; fix falsify in payments; violation of stock preservation mode; the regime of registration, custody, clearing, payment of securities; security mode client's depository account; not provide adequate, timely list who hold securities for issuers shall be caution, fine or suffer prejudice criminal liability under the law.
2. banking supervision of the Bank's employees and oversees the preservation of property of securities investment fund left with stock investment fund rules; do not split the assets of securities investment fund with other assets; do not split the assets of this Fund with other investment fund's assets shall be fined, suspended or revoked certificate of registration depository.
Article 128. Handling violations of rules on disclosure of information the issuer, public company, listing organizations, securities companies, fund management companies and securities investment company disclosure information is not complete, current, timely, proper means as prescribed; published untrue information or disclose confidential data, documents or non-disclosure of information under the provisions of this law shall be fined warned, fined, forced the executive regulations of the law regarding disclosure of information.
Article 129. Handling violations of regulations on reporting securities trading, securities trading centre, the central securities depository, public company, securities companies, fund management companies, securities investment companies, banking supervision report not full content as prescribed; the report is not the right time according to the regulations; the report does not properly form regulation; stop activities that are not reported or reported but yet to be approved by the State Securities Commission; not reporting or not reporting promptly when abnormal events occur that can affect the financial ability and business activities in the securities services, caution or a fine and forced the executive regulations of the law on reporting mode.
Article 130. Handle acts impedes the Inspector

The issuer, listing organizations, securities companies, fund management companies, securities investment companies, banking supervision, securities trading, securities trading centre, the central securities depository, depository and member organizations and individuals related to the operation of securities and stock market behavior to delay , evade or deal, does not provide sufficient, timely information, documents, electronic data as requested by the Corps of inspectors and inspection, obstruct the inspection activities, use of violence, menace the Inspector Corps members in performing the task of the Inspectors caution , a fine or suffer prejudice criminal liability under the law.
Chapter X DISPUTES, complaints, accusations and COMPENSATION Article 131. Dispute resolution 1. Disputes in the operation of securities and securities markets in Vietnam can be resolved through negotiation, conciliation or arbitration request or the Court resolved in accordance with the law.
2. jurisdiction, dispute resolution procedures arising out of the operation of securities and securities markets in arbitration or court are conducted in accordance with the law.
Article 132. Compensation for damage 1. The Organization, individuals suffering damage or loss due to violations of the provisions of this law and other relevant laws has the right himself or together with institutions, other damaged personal expedite petitioner to request the organisation of personal, cause damage to compensate.
2. Determining the value of the damage or loss value, compensation procedures are done in accordance with the law.
Article 133. Complaints, accusations, claims 1. Individuals have the right to complain, report, Sue; the Organization has the right to complain, to sue under the provisions of the law. Complaints, accusations, claims and complaints, accusations, petitioner in the operation of securities and the stock market are made according to the provisions of this law and the provisions of relevant laws.
2. in the time limit complaints, accusations, Sue, organizations, individuals must still execute administrative decisions of State Securities Commission; When the complaint resolution decision of authorized State bodies on securities and the stock market or the decision, the Court's judgment has the effect of law, the enforcement of that judgment, discretion.
3. The State Securities Commission is responsible for accepting the complaint, report of the Organization, individuals belonging to his jurisdiction; in case of receiving complaints, accusations do not belong to its jurisdiction, must be promptly transmitted to the Agency, organization or individual has the authority to resolve and notified in writing to the complainant, the report said.
4. Time limit for resolving accusations is sixty days from the date of accepting the single; for complex cases, the timelines to resolve accusations may be extended but not exceeding ninety days from the date of accepting the application.
5. The time limit for complaint resolution is the first thirty days, the second grievance is forty-five days from the day of accepting application; for complex cases, the time limit for appeal may be extended but not more than sixty days from the date of accepting the application.
6. within thirty days from the date of expiry of the first grievance provisions in clause 5 of this that complaints not resolved or since the date of the complaint resolution decision of the first President of the State Securities Commission that the complainant does not agree has the right to appeal to the Minister of finance or administrative lawsuits in the courts under the provisions of the law.
7. within thirty days from the date of expiry of the second grievance provisions in clause 5 of this that complaints not resolved or since the date of the complaint resolution decision of the Minister of finance that the complainant does not agree has the right to sue the administrative lawsuits in the courts under the provisions of the law.
Chapter XI ENFORCEMENT PROVISIONS Article 134. Applicable securities laws for the Organization of activities on securities and the stock market before the day this Act has effect 1. The Organization has registered the public securities issuance, listing, transaction registration; securities investment funds have registered establishment and activities meet the requirements according to the provisions of this law do not have to perform the registration procedure again.
2. Securities companies, fund management companies have established and operate under license of business activities, securities services meet the requirements prescribed by this law are not taken for granted back to license and operate.
3. Representatives of securities firms, foreign fund management companies have been operating under license to establish a representative office not by State Securities Committee level before this Act takes effect must do the registration procedures with the State Securities Commission.
4. Securities companies are implementing professional portfolio management, must implement procedures in return for a license to establish and operate within a period of one year from the date of this law are enforceable.
5. securities trading center was established by decision No. 123/1998/QD-TTg dated November 12, 1998 of the Prime Minister to implement the procedure of conversion into securities trading, securities trading centre under the provisions of this law within a period of eighteen months from the date this law have enforceable.
6. Central Depository was established by decision No. 189/2005/QD-TTg dated 20 July 2005 by the Prime Minister to implement the procedure converts the securities depository Center under the provisions of this law within a period of eighteen months from the date this law have enforceable.
Article 135. Effect of this Law has effect from January 1, 2007.
Article 136. Government enforcement guide detailing and guiding the implementation of this law.
This law was the National Assembly of the Socialist Republic of Vietnam, XI, 9 session through October 6, 2006.