THE NATIONAL
ASSEMBLY
-------- |
SOCIALIST REPUBLIC
OF VIET NAM
Independence - Freedom - Happiness --------- |
No.: 62/2010/QH12
|
Hanoi, November
24, 2010
|
LAW
Pursuant to the 1992
Constitution of the Socialist Republic of Vietnam, which was amended and
supplemented under Resolution No. 51/2001/QH10;
The National Assembly promulgates the Law Amending, Supplementing a number of Articles of Law on Securities No.70/2006/QH11.
The National Assembly promulgates the Law Amending, Supplementing a number of Articles of Law on Securities No.70/2006/QH11.
Article 1. Amending, supplementing a
number of Articles of the Law on Securities.
1. Article 1 is amended, supplemented as
follows:
“Article 1. Scope of application
This Law
provides for activities of securities offering, listing, transaction, trading
and investment, securities services and securities market.”
2. Clause
1 Article 3 is amended, supplemented
as follows:
“1. Activities of securities offering, listing,
transaction, trading and investment, securities services and securities market
shall be applicable to this Law and other relevant laws.”
3. Amending, supplementing clause 1, 5, 13, 20, 22, 23 and 26; supplementing clause 8a, 12a and 27a
Article 6 as follows:
“1. Securities mean evidence confirming
its owners' legitimate rights and benefits to the assets or capital shares of
issuing organizations. Securities are shown under the form of certificates,
book entries or electronic data, including the following types:
a) Stocks, bonds, fund certificates;
b) Rights to buy shares, warrants, call
option, put option, futures, securities classes or indexes;
c)
Investment capital contribution contracts;
d) Other
securities are provided by the Ministry of Finance.”
“5. Rights to buy shares mean a security issued by Shareholding Company
aiming at entitling existing holders to buy new shares according to conditions
defined.”
“8a. Investment
capital contribution contract
means capital contribution contract in money or by assets between investors and
contract issuing organization aiming at gaining profits and permitted to
convert into other securities.”
“12a. Non-public offering of securities
means organization offers securities
to less than 100 investors, not including professional security investors and
not use mass media or Internet.”
“13. Issuing
organizations mean organizations implement the offering of securities.”
“20. Securities
brokerage means an operation acting as an intermediary to buy for or sell
securities to customers.”
“22. Securities
issuance underwriting means a commitment made with an issuing organization
to carry out procedures before the securities offering, undertaking to buy
whole or part of the securities amount of the issuing organization for resale
or to buy the amount of unsold securities of the issuing organization or to
assist the issuing organization in distributing securities to the public.”
“23. Securities
investment consultancy means the supply of analysis results, the publicity
of analysis reports and securities-related recommendations to investors.”
“26. Securities portfolio management means the management that is upon each investor’
trust in the securities purchase, sale or holding securities and other assets.”
“27a. Real
estate investment fund means securities investment fund
which is invested mainly in real estate.”
4.
Supplementing clause 5 Article 9 as follows:
“5. Implementing the work of securities business when
has not yet granted permit or approved by the State Securities Commission.”
5.
Amending name of Chapter II as follows:
“Chapter
II
OFFERING
OF SECURITIES”
6.
Supplementing Article 10a right after
Article 10 as follows:
“Article 10a.
Non-public offering of securities
1. Non-public offering of securities of
issuing organization that is not public company shall be implemented according
to regulations of the Law on Enterprise and other regulations of relative law.
2.
Conditions for non-public
offering of securities of public
company include:
a) Having decision of shareholders' general
assembly or management board to pass the
plan of offering and the use of the generated amount from the offering phase;
defining clearly objects, quantity of investors;
b) The assignment of shares, non-public offering convertible bonds is restricted for
selling at least 01 year, since the date of completing offering phase, except
for the case of non-public offering
according to the program of selection for laborers in the company, assignment
of individual’s shares to professional securities investor, securities
assignment between professional securities investors according to court’s
decision or inheriting under regulations of law;
c) Offering
phases of shares, non-public offering convertible bonds must be 06 months away
each other.
3. The
Government provides specifically dossiers, procedures for non-public securities offering.”
7.
Supplementing point d clause 1 Article 12 as follows:
“d) Public
company registering the securities offering
to the public must commit to send securities into organized stock market to
transact within 01 year since the date of ending offering phase passed by
shareholders' general assembly.”
8. Point d clause 1 Article 14 is amended,
supplemented as follows:
“d) The decision of the shareholders' general
assembly passing the issuance plan and the plan on use of generated capital and
commitment of sending securities into organized stock market for transaction”
9. Clause
1 Article 24 is amended, supplemented
as follows:
“1. Issuing
organizations that have completed the stocks offering to the public, becoming
public companies and, therefore, have to fulfill the obligations of a public
company specified in Clause 2, Article 27 of this Law. Dossiers for
registration of securities offering to the public shall be regarded as public
company dossiers and issuing organizations are not required to submit its
dossiers defined in Clause 1, Article 26 of this Law to the State Securities
Commission.
Issuing organizations that are public companies must implement the commitment
of sending offered securities into organized stock market for transaction as
provided in point d clause 1 Article 12
of this Law.”
10. Article 28
is amended, supplemented as follows:
“Article 28. Public companies governance
1. The public companies governance must comply
with regulations of this Law, the Law on Enterprise and other regulations of
relative law.
2. The principles of public companies governance include:
a) Ensuring suitable governing structure; ensuring
the operation efficiency of the management board, the inspection committee;
b)
Ensuring shareholders’ benefits, relative persons;
c)
Ensuring fair treatment between shareholders;
d)
Publicizing, being clear every activity of the company.
3. The
Ministry of Finance provides specifically this
Article.”
11. Article 32
is amended, supplemented as follows:
“Article 32. Public bid
1. The
following cases are subject to public bid:
a) Bids
for voting stocks, the closed fund certificates which lead to the ownership of
twenty five percent or more of outstanding stocks, the closed fund certificates
of a public company, closed fund;
b) Organizations, individuals and relative persons
hold from twenty five percent or more
of voting stocks, fund certificates
of a public company, closed fund that
continue to buy from 10% or more of voting stocks, outstanding fund
certificates of a public company, closed fund;
c)
Organizations, individuals and relative persons hold from twenty five percent or more of voting stocks,
fund certificates of a public company, closed fund that continue to buy
from 5% to less than 10% of voting stocks of a public company, closed
fund in a period of less than one year since the date of ending previous
public offering phase.
2. The
following cases are not required to offer publicly:
a) Buying newly published stocks, fund certificates which lead to the ownership of
twenty five percent or more of voting
stocks, fund certificates of a public
company, closed fund according to issuing plan passed by shareholders'
general assembly of public company, representative board of the closed fund;
b) Receiving the assignment of voting stocks, fund certificates which lead to the ownership of twenty five percent or
more of voting stocks, fund certificates of a public company, the
closed fund passed by
shareholders' general assembly of public company, representative board of the closed fund;
c) The assignment of stocks between companies in the enterprise held under model of
parent-subsidiary Company;
d) Giving,
inheriting stocks;
đ) Assigning
capital according to decision of the courts;
e) Other
cases which are decided by the Ministry of Finance.
3. The
Government provides specifically the public offering of stocks of a public company, closed fund.”
12.
Amending, supplementing clause 1 and supplementing clause 4 Article 33 as follows:
“1. Stock
exchange shall organize a securities trading market for securities that are
qualified for listing at such stock exchange; the organization of other stock
trading market shall comply with regulations of the Government.”
“4. Stock
exchange is implemented to joint with other countries’ Stock exchange according
to decision of the Prime Minister.”
13. Clause
3 Article
40 is amended, supplemented as
follows:
“3. The
Government shall specify the conditions, dossiers and procedures for listing
securities of the Vietnam issuing organizations, the foreign issuing
organizations at stock exchanges or securities trading centers of Vietnam; to
specify the conditions, dossiers and procedures for listing securities of the
Vietnam issuing organizations at foreign stock exchanges.”
14. Clause
3 Article
60 is amended, supplemented as
follows:
“3. Apart from the securities
business operation provided in clause 1 of This Article, securities companies
are entrusted to manage the securities trading accounts of individual
investors, provide financial advisory services and other financial services in
accordance with regulations of the Ministry of Finance.”
15. Clause 1 Article 61 is
amended, supplemented as follows:
“1. Fund management companies
may conduct the following business operations:
a) Management of securities
investment funds;
b) Management of securities
portfolios;
c) Consulting securities
investment”
16. Article 74 is amended,
supplemented as follows:
“Article 74. Provision on
financial safety and warning
Securities companies and fund
management companies must ensure financial safety criteria in accordance with
regulations of the Ministry of Finance; if financial safety criteria may not be
ensured, such companies shall be put under warning status or applicable to
safety ensuring measures.”
17. Point d clause 1 Article
92 is amended, supplemented as follows:
“d) Investing more than ten
percent of the total asset value of a the closed fund in real estate except for
the case of being the real estate investment fund; investing capital of an
opened fund in real estate;”
18. Clause 1 and clause 3
Article 100 are amended, supplemented as follows:
“1. Issuing organizations,
public companies, securities companies, fund management companies, securities
investment companies, stock exchanges and securities trading centers,
securities depository center and relative persons are obliged to disclose
information sufficiently, accurately and timely.”
“3. The disclosure of
information shall be conducted by legal representative or authorized persons
and relative persons.”
19. Article 101 is amended,
supplemented as follows:
“Article 101. Disclosure of
information of public companies
1. Public companies must
disclose information periodically for one of the following contents:
a) Annual financial statements
were audited, six-month financial statements were reviewed by an independent
audit company or audit organization approved, quarterly financial statements;
b) Resolution of the Annual
Shareholders’ general assembly.
2. Public companies must
disclose any irregular information as happening one of the following cases:
a) Company's bank account is
blocked or permitted to operate again after being blocked;
b) Temporary suspension of
business; being revoked certificates of business registration or license for
establishment and operation or operation license;
c) Passing decision of
shareholders' general assembly according to provisions of the Law on
Enterprise;
d) The decision of management
board on the reacquisition, resale of shares of the company; the date of
exercising the right to buy shares of bondholders with rights to purchase
shares or the date of conversion of convertible bonds into stocks and decisions
relating to the offering as prescribed in clause 2 Article 108 of the
Enterprise Law; strategies, medium term development plan and annual business
plans of the company; establishment of subsidiaries, joint companies; closing,
opening branches, representative offices, changing the name and address of
company headquarters; capital contribution valued at ten percent or more of
total assets of the company into an other organization; capital contribution valued
at fifty percent or more of total capital of companies receiving capital;
đ) Decision to change applicable accounting methods;
excepted opinion or declining to express an opinion of the audit organization
for financial statement, the change of audit firms;
e) When any change to members of management board,
inspection committee, General Director, Deputy Director General or Director,
Deputy Directors, Chief Accountant; having the decision to prosecute members of
management board, Director General, Deputy Director General or Director, Deputy
Directors, Chief Accountant of the company; having the verdict, the court's
decision related to the operation of the company; having conclusions of the tax
agencies for company’s tax law violations;
g) Buying, selling assets valued at more than
fifteen percent of the company's total assets per balance sheet of latest
audit;
h) Decision on borrowing or issuing bonds valued
at thirty percent of equity at the time of the latest report or more;
i) The company received notice of the Court that
they accepted the petition for bankruptcy procedures;
k) Being lost property valued at ten percent of
equity or more;
l) Having events that affect seriously business
operations or management situation of the listing organizations;
m) Upon happening one of events seriously affect
the lawful interests of investors, the stock price increased or decreased
continuously during a certain time and the sustainable development of stock
markets at the proposal of the State Securities Commission.
3. The Ministry of Finance shall specify specifically
the contents, timing of information disclosure for each type of public
companies.”
20. Clause 3 Article 104 is amended,
supplemented as follows:
“3. Securities companies must disclose information at
headquarters, branches for the changes relating to addresses of headquarters,
branches; the contents relating to the transaction method, placing orders,
deposits, time of payment, transaction fees, provision services and list of
persons operating securities of the company.”
21. Article 136 is amended, supplemented as follows:
“Article
136. Detailing and guiding the implementation
The Government detailing and guiding the
implementation of Articles, clauses assigned in law; guiding other necessary
contents of this law to meet requirement on state management.”
Article
2. Annulling Article
103 and clause 2 Article 106 of the Law on Securities No.70/2006/QH11
Article
3. This Law takes effect on July
01, 2011.
This Law was passed on November 24, 2010, by the
XIIth National Assembly of the Socialist Republic of Vietnam at its
8th session.
THE PRESIDENT OF
NATIONAL ASSEMBLY
Nguyen Phu Trong |