Quyết định 37/2020/QD-TTg

DECISION

ON ESTABLISHMENT, ORGANIZATION AND OPERATION OF VIETNAM EXCHANGE

Pursuant to the Law on Government Organization dated June 19, 2015 and the Law on Amendments to the Law on Government Organization and the Law on Local Government Organization dated November 22, 2019;

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on management and use of state capital invested in manufacturing and business operations of enterprises dated November 26, 2014;

At the request of the Minister of Finance;

The Prime Minister promulgates a Decision on establishment, organization and operation of Vietnam Exchange.

Article 1. Establishment of Vietnam Exchange in parent company-subsidiary company model on basis of re-arrangement of Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange

1. Vietnam Exchange is a parent company organized in the model of a single-member limited liability company of which 100% charter capital is held by the State; has the status of legal person and separate seal; is entitled to open VND and foreign currency accounts at the State Treasury and domestic commercial banks; follows independent accounting and complies with regulations on finance, statistical reporting, accounting, auditing and financial obligations in force.

a) International name: Vietnam Exchange.

b) Abbreviated name: VNX.

c) Headquarters: Hanoi.

2. Vietnam Exchange holds 100% of charter capital of the following companies at the time of establishment:

a) Hanoi Stock Exchange (HNX).

b) Ho Chi Minh Stock Exchange (HSX).

3. Vietnam Exchange and its subsidiaries shall follow procedures for enterprise registration in accordance with the Law on enterprises.

Article 2. Functions and tasks

1. Vietnam Exchange and its subsidiaries shall assume responsibility to organize the securities market in accordance with regulations of the Law on securities and perform other functions as prescribed by law and the Charter on organization and operation (hereinafter referred to as “Charter”) of Vietnam Exchange.

2. Vietnam Exchange shall perform the following primary tasks:

a) Formulate development investment plans/strategies, 05-year and annual business plans for submission to competent authorities for approval as prescribed;

b) Formulate and promulgate regulations on listing and trading of securities, and information disclosure, regulations on its members and other regulations on organization and operation of the securities market; issue criteria for supervision of transactions; issue trading indicators applied to its members after they are approved by the State Securities Commission of Vietnam (SSC);

c) Grant and cancel membership of its members; manage, carry out inspections and take actions against violations committed by its members in accordance with regulations of the Law on securities and act as a mediator to settle securities-related disputes at the request of its members;

d) Supervise the compliance by HNX and HSX with the regulations in Point b Clause 2 of this Article and perform supervision tasks specified in Point b Clause 3 and Point b Clause 4 of this Article; carry out general supervisions of trading of securities and information disclosure by listed organizations, registered organizations and the investors that have to disclose information as prescribed; supervise activities performed by listed organizations, registered organizations and investors on securities markets in accordance with regulations of law;

dd) Work out plans for development of IT systems, new technologies and products; directly implement or assign HNX and HSX to implement these plans;

e) Support the development of securities market through training, information dissemination and knowledge spreading activities; provide services involving market information and information about listed and registered securities; provide technological infrastructure development services for the securities market and other relevant services as specified in its Charter;

g) Cooperate with other stock exchanges in the world and international organizations in securities and securities market;

h) Manage and supervise HNX and HSX in accordance with regulations of the Law on securities, the Law on enterprises, the Law on management and use of state capital invested in manufacturing and business operations of enterprises, and its Charter;

i) Propose to SSC measures for responding to events or incidents that affect the safety, stability and integrity of the securities market; violations committed by investors, its members, listed organization or registered organizations in accordance with regulations of law;

k) Fulfill other tasks prescribed by law and its Charter.

3. Hanoi Stock Exchange (HNX) shall perform the following primary tasks:

a) Organize and operate the markets for derivatives, bonds and other securities in accordance with regulations of law;

b) Supervise the trading of securities; supervise the fulfillment of information disclosure obligations by listed organizations, registered organizations and the investors that have to disclose information as prescribed; supervise the fulfillment of obligations of members of Vietnam Exchange in accordance with regulations of the Law on securities;

c) Invest in and develop IT systems, new technologies and products according to assigned tasks;

d) Put securities under alert, control and restriction in accordance with regulations of law and regulations of Vietnam Exchange;

dd) Suspend or terminate trading of certain securities in case of abnormal fluctuation in their prices or trading quantity without rectification by listed or registered organizations, which result in the securities being put under alert, control or restriction, or in case the suspension or termination is necessary to protect the investors’ the lawful rights and interests and ensure the stability and safety of the securities market;

e) Approve, change, cancel listing or registration of securities, and supervise the fulfillment of conditions for listing of securities of listed organizations;

g) Carry out inspections and take actions against violations committed by listed organizations and registered organizations in accordance with regulations of Vietnam Exchange;

h) Provide auction and bidding services; services involving market information and information about traded securities; technological infrastructure development services for the securities market, and other relevant services specified in its Charter;

i) Disseminate knowledge about securities and the securities market among investors;

k) Submit reports to Vietnam Exchange, report and propose to SSC actions against violations committed by investors, listed or registered organizations in accordance with regulations of law;

l) Promulgate procedures for implementation of operational regulations within the ambit of assigned tasks;

m) Fulfill other tasks prescribed by law and its Charter.

4. Ho Chi Minh Stock Exchange (HSX) shall perform the following primary tasks:

a) Organize and operate the markets for shares and other securities in accordance with regulations of law;

b) Supervise the trading of securities; supervise the fulfillment of information disclosure obligations by listed organizations, registered organizations and the investors that have to disclose information as prescribed; supervise the fulfillment of obligations of members of Vietnam Exchange in accordance with regulations of the Law on securities;

c) Invest in and develop IT systems, new technologies and products according to assigned tasks;

d) Put securities under alert, control and restriction in accordance with regulations of law and regulations of Vietnam Exchange;

dd) Suspend or terminate trading of certain securities in case of abnormal fluctuation in their prices or trading quantity without rectification by listed or registered organizations, which result in the securities being put under alert, control or restriction, or in case the suspension or termination is necessary to protect the investors’ the lawful rights and interests and ensure the stability and safety of the securities market;

e) Approve, change, cancel listing or registration of securities, and supervise the fulfillment of conditions for listing of securities of listed organizations;

g) Carry out inspections and take actions against violations committed by listed organizations and registered organizations in accordance with regulations of Vietnam Exchange;

h) Provide auction and bidding services; services involving market information and information about traded securities; technological infrastructure development services for the securities market, and other relevant services specified in its Charter;

i) Disseminate knowledge about securities and the securities market among investors;

k) Submit reports to Vietnam Exchange, report and propose to SSC actions against violations committed by investors, listed or registered organizations in accordance with regulations of law;

l) Promulgate procedures for implementation of operational regulations within the ambit of assigned tasks;

m) Fulfill other tasks prescribed by law and its Charter.

Article 3. Charter capital

1. The charter capital of Vietnam Exchange is VND 3.000 billion, including:

a) The charter capital at the time of commencement of operations which is the sum of the equity of HNX and that of HSX as shown on the audited financial statements prepared before Vietnam Exchange is issued with the enterprise registration certificate.

b) Capital additionally allocated during its operations as prescribed by law.

2. The Prime Minister shall decide to adjust the charter capital of Vietnam Exchange.

3. Vietnam Exchange shall decide the charter capital of HNX and that of HSX after obtaining approval from the Ministry of Finance.

Article 4. Organizational structure

1. The organizational structure of Vietnam Exchange is comprised of the Board of Members, General Director, Control Board and professional departments.  Chairperson of the Board of Members and General Director of Vietnam Exchange shall be appointed and dismissed by the Minister of Finance at the request of the Board of Members.

2. The organizational structure of HNX or HSX is comprised of Company’s President, General Director, Control Board and professional departments.

Article 5. Charter on organization and operation

1. The Minister of Finance shall promulgate and amend the Charter on organization and operation of Vietnam Exchange at the request of the Board of Members of Vietnam Exchange and according to opinions given by Chairperson of SSC.

2. Vietnam Exchange shall consider approving the Charters of HXN and HSX.

Article 6. Implementation organization

1. The Ministry of Finance shall:

a) Exercise and perform rights and obligations of the owner’s representative agency toward Vietnam Exchange in accordance with regulations herein, the Law on management and use of state capital invested in manufacturing and business operations of enterprises, and their guiding, amending and superseding documents (if any).

b) Carry out restructuring of HNX and HSX for establishing Vietnam Exchange in accordance with regulations herein.

c) Promulgate the Charter of Vietnam Exchange after obtaining SSC’s opinions.

d) Promulgate, amend or supersede or propose promulgation, amendments or superseding of legislative documents on mechanisms for financial management and assessment of performance of Vietnam Exchange.

dd) Cooperate with the Ministry of Labor, War Invalids and Social Affairs in assessment and ranking of Vietnam Exchange and its subsidiaries in accordance with regulations of law.

e) Determine the charter capital of Vietnam Exchange as prescribed in Point a Clause 1 Article 3 hereof; give approval for Vietnam Exchange to decide the charter capital of HNX and that of HSX.

g) Stipulate the roadmap for re-arrangement of markets for shares, bonds, derivatives and other securities at the request of SSC.

2. The State Securities Commission of Vietnam shall:

a) Appraise and approve operational regulations, criteria for supervision of transactions and trading indicators for promulgation by Vietnam Exchange in accordance with regulations of the Law on securities.

b) Manage and supervise securities activities performed by Vietnam Exchange, HNX and HSX in accordance with regulations of the Law on securities.

c) Chairperson of SSC shall give his/her opinions about personnel of Vietnam Exchange, including Chairperson of its Board of Members and General Director, before they are appointed by the Ministry of Finance in accordance with regulations of the Law on securities.

d) Chairperson of SSC shall give his/her opinions about the Charter of Vietnam Exchange before it is promulgated by the Minister of Finance in accordance with regulations of the Law on securities.

dd) Formulate and request the Ministry of Finance to issue the roadmap for re-arrangement of markets for shares, bonds, derivatives and other securities organized and operating at HNX and HSX for implementation of this Decision.

3. The Ministry of Labor, War Invalids and Social Affairs shall play the leading role and cooperate with Ministry of Finance in assessment and ranking of Vietnam Exchange and its subsidiaries in accordance with regulations of law.

4. Ministries, ministerial agencies, Governmental agencies and relevant agencies shall, within the ambit of their functions and tasks, implement this Decision in accordance with regulations of law.

5. The People's Committee of Hanoi City and the People's Committee of Ho Chi Minh City shall play the leading role and cooperate with the Ministry of Finance in performing state management of Vietnam Exchange, HNX and HSX in accordance with regulations of law.

Article 7. Effect

1. This Decision comes into force from February 20, 2021.

2. Decision No. 01/2009/QD-TTg dated January 02, 2009 of the Prime Minister on establishment of Hanoi Stock Exchange, Decision No. 599/2007/QD-TTg dated May 11, 2007 of the Prime Minister on conversion of Ho Chi Minh Securities Trading Center into Ho Chi Minh Stock Exchange, Decision No. 21/2015/QD-TTg dated June 18, 2015 providing amendments to Decision No. 599/2007/QD-TTg dated May 11, 2007 of the Prime Minister shall cease to have effect from the date on which Vietnam Exchange starts its operations as prescribed in Clause 1 Article 8 hereof.

Article 8. Transition

1. Vietnam Exchange shall start its operations according to Clause 6 Article 135 of the Law on securities No. 54/2019/QH14 and after it obtains the enterprise registration certificate.

2. HNX and HSX shall continue to be organized and operate according to the Law on Securities No. 70/2006/QH11 as amended in the Law NO. 62/2010/QH12 until Vietnam Exchange starts its operations as prescribed in Clause 1 of this Article.

3. HNX and HSX shall maintain securities markets which have been organized and operated before this Decision comes into force until they are re-arranged according to the roadmap specified in Point g Clause 1 Article 6 hereof.

Article 9. Responsibility for implementation

Minister of Finance, Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of central-affiliated provinces and cities and relevant agencies shall implement this Decision./.