Issuing Agency: Government Office

PRIME MINISTER OF THE GOVERNMENT

No.: 57/2020/QD-TTG

SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

Hanoi, December 13, 2020

DECISION

On the Establishment, Organization and Operation of the Vietnam Stock Exchange

Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law amending and supplementing certain articles of the Law on Organization of the Government and the Law on Organization of Local Authorities dated November 22, 2019;

Pursuant to the Securities Law dated November 26, 2019;

Pursuant to the Enterprise Law dated June 17, 2020;

Pursuant to the Law on Management and Use of State Capital Invested in Production and Business at Enterprises dated November 26, 2014;

At the request of the Minister of Finance;
The Prime Minister issues the Decision on the establishment, organization and operation of the Vietnam Stock Exchange.

Article 1. Establishment of the Vietnam Stock Exchange according to the parent company - subsidiary model based on the reorganization of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange

1. The Vietnam Stock Exchange is a parent company organized according to the One Member Limited Liability Company model, with the State holding 100% of the charter capital; it has legal entity status, its own seal; is allowed to open accounts in Vietnamese Dong and foreign currency at the State Treasury and domestic commercial banks; conducts independent accounting, implements financial regimes, statistical reporting, accounting, auditing and financial obligations according to the provisions of law.

a) International trading name: Vietnam Exchange.

b) Abbreviation: VNX.

c) Head office: Hanoi.

2. Companies owned by the Vietnam Stock Exchange with 100% charter capital at the time of establishment include:

a) Hanoi Stock Exchange.

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b) Ho Chi Minh City Stock Exchange.

3. The Vietnam Stock Exchange and its subsidiaries shall register for enterprise establishment according to the provisions of the Enterprise Law.

Article 2. Functions and Tasks

1. The Vietnam Stock Exchange and its subsidiaries have the function of organizing the securities trading market according to the provisions of securities law; other functions according to the provisions of law and the Charter of Organization and Operation of the Vietnam Stock Exchange.

2. The Vietnam Stock Exchange has the following main tasks:

a) Build investment development strategy, 5-year business plans and annual business plans to submit to competent authorities for approval according to regulations;

b) Build and issue regulations on listing securities, trading securities, information disclosure, members of the Vietnam Stock Exchange and other operational regulations related to the organization and operation of the securities trading market; issue trading supervision criteria; issue trading supervision reporting indicators applied to members of the Vietnam Stock Exchange after being approved by the State Securities Commission;

c) Approve or revoke membership status of the Vietnam Stock Exchange; manage, supervise, inspect and handle violations of members according to the provisions of securities law and act as a mediator upon request of members when disputes arise related to securities trading activities;

d) Supervise the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange in implementing operational regulations specified at point b clause 2 of this Article and implement supervision tasks specified at point b clause 3 and point b clause 4 of this Article; supervise securities trading activities, information disclosure activities of listed organizations, registered trading organizations and investors subject to information disclosure; supervise listed organizations, registered trading organizations and investors operating on securities trading markets according to the provisions of law;

d) Build plans for developing information technology systems, new technologies, new products; directly implement or assign the Hanoi Stock Exchange or the Ho Chi Minh City Stock Exchange to implement;

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e) Support the development of the securities market through training, propaganda, popularization of knowledge; provide services on market information and information related to listed securities; registered traded securities; provide infrastructure technology development services for the securities market and other related services according to the provisions of the Charter of Organization and Operation;

g) Cooperate internationally on securities and the securities market with stock exchanges worldwide and international organizations;

h) Manage and supervise the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange according to the provisions of securities law, enterprise law, law on management and use of state capital invested in production and business at enterprises and the Charter of Organization and Operation;

i) Report and propose to the State Securities Commission measures to respond to, remedy incidents, events, fluctuations affecting the safety, stability and integrity of the securities trading market; violations of members of the Vietnam Stock Exchange; violations of investors, listed organizations, registered trading organizations according to the provisions of law;

k) Other tasks according to the provisions of law and the Charter of Organization and Operation of the Vietnam Stock Exchange.

3. The Hanoi Stock Exchange has the following main tasks:

a) Organize and operate the derivatives trading market, bond trading market and trading markets for other types of securities according to the provisions of law;

b) Supervise securities trading activities; supervise information disclosure activities of listed organizations, registered trading organizations and investors subject to information disclosure; supervise compliance with obligations of members of the Vietnam Stock Exchange according to the provisions of securities law;

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

d) Warn, control, restrict securities trading according to the provisions of law and regulations of the Vietnam Stock Exchange;

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control, restrict trading or in necessary cases to protect legitimate rights and interests of investors and ensure stability and safety of the securities market;

e) Approve, change, revoke listing, registration of securities trading and supervise maintenance of listing conditions of listed organizations;

g) Inspect and handle violations against listed organizations, registered trading organizations according to regulations of the Vietnam Stock Exchange;

h) Provide auction, bidding services; market information services and information related to traded securities; infrastructure technology development services for the securities market and other related services according to the provisions of the Charter of Organization and Operation of the Hanoi Stock Exchange;

i) Propagate and popularize knowledge about securities and the securities market for investors;

k) Report to the Vietnam Stock Exchange, report and propose to the State Securities Commission to handle violations by investors, listed organizations, registered trading organizations according to the provisions of law;

l) Issue procedures to implement operational regulations within the scope of assigned tasks;

m) Other tasks according to the provisions of law and the Charter of Organization and Operation of the Hanoi Stock Exchange.

4. The Ho Chi Minh City Stock Exchange has the following main tasks:

a) Organize and operate the stock trading market and trading markets for other types of securities according to the provisions of law;

b) Supervise securities trading activities; supervise information disclosure activities of listed organizations, registered trading organizations and investors subject to information disclosure; supervise compliance with obligations of members of the Vietnam Stock Exchange according to the provisions of securities law;

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

d) Warn, control, restrict securities trading according to the provisions of law and regulations of the Vietnam Stock Exchange;

d) Suspend or discontinue trading of one or more securities in cases where price, trading volume fluctuates abnormally, listed organizations, registered trading organizations do not take measures to remedy causes leading to securities being placed under warning, control, restriction lists or in necessary cases to protect legitimate rights and interests of investors and ensure stability and safety of the securities market;

e) Approve, change, revoke listing, registration of securities trading and supervise maintenance of listing conditions of listed organizations;

g) Inspect and handle violations against listed organizations, registered trading organizations according to regulations of the Vietnam Stock Exchange;

h) Provide auction, bidding services; market information services and information related to traded securities; infrastructure technology development services for the securities market and other related services according to the provisions of the Charter of Organization and Operation of the Ho Chi Minh City Stock Exchange;

i) Propagate and popularize knowledge about securities and the securities market for investors;

k) Report to the Vietnam Stock Exchange, report and propose to the State Securities Commission to handle violations by investors, listed organizations, registered trading organizations according to the provisions of law;

l) Issue procedures to implement operational regulations within the scope of assigned tasks;

m) Other tasks according to the provisions of law and the Charter of Organization and Operation of the Ho Chi Minh City Stock Exchange.

Article 3. Charter Capital

1. The charter capital of the Vietnam Stock Exchange is 3,000 billion VND, including:

a) Charter capital at the start of operation: determined by the total equity of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange according to audited financial reports at the time before the Vietnam Stock Exchange is issued an Enterprise Registration Certificate.

b) Additional capital during operation according to the provisions of law.

2. The Prime Minister decides on adjusting the charter capital of the Vietnam Stock Exchange.

3. The Vietnam Stock Exchange decides the charter capital level of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange after receiving approval from the Ministry of Finance.

Article 4. Management Structure

1. The management structure of the Vietnam Stock Exchange includes: Board of Members, General Director, Supervisory Board and specialized departments. The Chairman of the Board of Members and General Director of the Vietnam Stock Exchange are appointed and dismissed by the Minister of Finance upon proposal of the Board of Members.

2. The management structure of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange includes: Company Chairman, General Director, Supervisory Board and specialized departments.

Article 5. Charter of Organization and Operation

1. The Minister of Finance issues, amends and supplements the Charter of Organization and Operation of the Vietnam Stock Exchange upon proposal of the Board of Members of the Vietnam Stock Exchange and opinion of the Chairman of the State Securities Commission.

2. The Vietnam Stock Exchange approves the Charter of Organization and Operation of the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange.

Article 6. Implementation Organization

1. Ministry of Finance

a) Exercise rights and obligations of the owner representative agency towards the Vietnam Stock Exchange according to provisions of this Decision, provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises and guiding documents, amendments, supplements, replacements (if any).

b) Reorganize the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange to establish the Vietnam Stock Exchange according to provisions of this Decision.

c) Issue the Charter of Organization and Operation of the Vietnam Stock Exchange after receiving opinion of the Chairman of the State Securities Commission.

d) Submit to competent authorities to issue or issue, amend, supplement, replace legal documents regulating financial management mechanisms, evaluation of operational effectiveness of the Vietnam Stock Exchange.

d) Coordinate with the Ministry of Labor, War Invalids and Social Affairs to evaluate and rank companies for the Vietnam Stock Exchange and subsidiaries according to the provisions of law.

e) Determine charter capital of the Vietnam Stock Exchange according to point a clause 1 Article 3 of this Decision; give approval opinions for the Vietnam Stock Exchange to decide on investing charter capital for the Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange.

g) Regulate schedule for reorganizing stock trading markets, bond trading markets, derivatives trading markets and other types of securities trading markets upon proposal of the State Securities Commission.

2. State Securities Commission

a) Assess, approve operational regulations, trading supervision criteria, trading supervision reporting indicators for the Vietnam Stock Exchange to issue according to the provisions of securities law.

b) Manage and supervise operational activities of the Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange according to the provisions of securities law.

c) The Chairman of the State Securities Commission gives opinions on personnel who are Chairman of the Board of Members, General Director of the Vietnam Stock Exchange before appointment by the Ministry of Finance according to the provisions of the Securities Law.

d) The Chairman of the State Securities Commission gives opinions on the Charter of Organization and Operation of the Vietnam Stock Exchange before issuance by the Minister of Finance according to the provisions of the Securities Law.

d) Build, report to the Ministry of Finance regulations on the schedule for reorganizing stock trading markets, bond trading markets, derivatives trading markets and other types of securities trading markets currently organized and operated at the Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange to implement this Decision.

3. The Ministry of Labor, War Invalids and Social Affairs takes the lead, coordinates with the Ministry of Finance to evaluate and rank companies for the Vietnam Stock Exchange and subsidiaries according to the provisions of law.

4. Ministries, ministerial-level agencies, government-attached agencies and relevant agencies implement this Decision according to their functions and tasks and the provisions of law.

5. People's Committees of Hanoi City and Ho Chi Minh City take the lead, coordinate with the Ministry of Finance to implement state management on the territory regarding the Vietnam Stock Exchange, Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange according to the provisions of law.

Article 7. Effectiveness

1. This Decision takes effect from February 20, 2021.

2. Decisions No. 01/2009/QD-TTG dated January 02, 2009 of the Prime Minister on establishing the Hanoi Stock Exchange, Decision No. 599/2007/QD-TTG dated May 11, 2007 of the Prime Minister on converting the Ho Chi Minh City Securities Trading Center into the Ho Chi Minh City Stock Exchange, Decision No. 21/2015/QD-TTG dated June 18, 2015 amending certain articles of Decision No. 599/2007/QD-TTG of the Prime Minister cease to be effective from the date the Vietnam Stock Exchange begins operation according to clause 1 Article 8 of this Decision.

Article 8. Transitional Provisions

1. The time point for the Vietnam Stock Exchange to begin operation is implemented according to clause 6 Article 135 of the Securities Law No. 54/2019/QH14 and after being issued an Enterprise Registration Certificate.

2. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange continue to organize and operate according to the provisions of the Securities Law No. 70/2006/QH11 amended and supplemented by Law No. 62/2010/QH12 until the Vietnam Stock Exchange begins operation according to clause 1 of this Article.

3. The Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange maintain securities trading markets organized and operated before this Decision takes effect until implementing reorganization according to the schedule specified at point g clause 1 Article 6 of this Decision.

Article 9. Responsibility for Implementation

The Minister of Finance, Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairmen of People's Committees of provinces and centrally-run cities and relevant agencies are responsible for implementing this Decision./.

For receipt:

• Central Secretariat of the Communist Party of Vietnam;
• Prime Minister, Deputy Prime Ministers;
• Ministries, ministerial-level agencies, government-attached agencies;
• Provincial/City People's Councils, People's Committees;
• Central Committee and Departments of the Party;
• Office of the General Secretary;
• Office of the President;
• National Assembly Council and Committees;
• National Assembly Office;
• Supreme People's Court;
• Supreme People's Procuracy;
• State Audit Office;
• National Financial Supervision Committee;
• Social Policy Bank;
• Vietnam Development Bank;
• Vietnam Fatherland Front Central Committee;
• Central committees of mass organizations;
• Economic groups and state-owned general corporations;
• Government Office: Central Secretariat, Deputy Secretariats, Assistant PMs, Director of Portal, Departments, Units directly under, Gazette;
• Save: VT, KTTT (2b). 232

PRIME MINISTER
Nguyen Xuan Phuc