DECISION

APPROVING THE STRATEGY FOR DEVELOPMENT OF VIETNAM'S SECURITIES MARKET DURING 2011-2020

THE PRIME MINISTER

Pursuant to the December 25, 2001 Law on Organization of the Government:

Pursuant to July 12, 2006 Law No. 70 on Securities and November 24, 2010 Law No. 62 on Securities (amended);

At the proposal of the Minister of Finance,

DECIDES:

Article 1. To approve the Strategy for development of Vietnam's securities market during 2011 -2020, with the following principal contents:

1. Development viewpoints:

a/ To build and develop the securities market suitable to national socio-economic development conditions, forming a synchronous and uniform securities market system within the country's overall financial market.

b/ To develop and expand the organized securities market, narrow the over-the-counter market and at the same time attach special importance to the quality and safety of the market, with a view to step by step conforming with international practices and standards.

c/ To develop the securities market in association with the reform and reorganization of the stale business sector and creating motive forces for all businesses and economic sectors to develop in both financial capability and corporate governance.

d/ The State performs management by means of law and adopts policies to support and create favorable conditions for the stable and firm development of the securities market; brings into full play the role of self-governed institutions and associations with a view to encouraging securities market participants and guaranteeing their rights and legitimate interests.

2. Objectives:

a/ General objectives:

- To develop a stable and firm securities market with a complete multi-level structure and synchrony between supply and demand elements; to increase the size and quality of operation and diversify products and services of the market, so that the market operates effectively and becomes an important channel for raising medium- and long-term capital for the economy.

- To assure publicity and transparency and conformity with corporate governance standards and practices, improve management, supervision and enforcement capacity, and protect the interests of investors and ensure market confidence.

- To take the initiative in integrating in the international financial market, and step by step conform with general standards and international practices.

b/ Specific objectives:

- To increase the size, depth and liquidity of the securities market.

+ To strive that the total value of the stock market capitalization will reach around 70% of GDP by 2020; to develop the bond market into an important channel for raising and distributing capital for economic development;

+ To diversify investor bases, develop the system of institutional investors, encourage long-term foreign investments, and train individual investors.

- To improve the effectiveness of the securities market:

+ To restructure the organizational model of the securities market in the direction that the country will have only one Stock Exchange, and step by step equitize the Stock Exchange to assure uniformity of its operation and conveniently improve its governance capacity and attract capital from market members;

+ To modernize infrastructure and diversify trading methods and operational products of the Stock Exchanges and Securities Depository Center; to step by step connect with the Stock Exchanges and Securities Depository Centers in the ASEAN countries.

- To improve the competitiveness of market intermediary institutions and supporting institutions on the basis of restructuring securities companies and step by step increasing their size and financial potential and diversify their professional operations according to international practices and standards; to open the market for foreign financial intermediaries according to the committed roadmap and the competition level of domestic institutions.

- To improve the management, supervision, inspection and enforcement capacity of the state management agency in charge of the market on the basis of vesting the State Securities Commission with adequate powers to properly perform its management, supervision, inspection and enforcement functions.

- To participate in the program on connection with ASEAN and world markets according to the development roadmap and financial security requirements, thereby raising the competitiveness, limiting risks and gradually narrowing the development gap between Vietnam's securities market and other markets in the region and the world. To join multilateral cooperation among the Securities Commissions of the countries within the framework of the multilateral Memorandum of Understanding of the International Organization of Securities Commissions (IOSCO).

3. Implementation solutions

a/ Improving the legal framework and management and supervision capacity

- To improve the system of documents guiding the implementation of Law No. 70 on Securities (2006) and Law No. 62 Amending and Supplementing the Law on Securities (2010) for implementation during 2011-2015.

- To elaborate and submit to the National Assembly for passage by 2015 a new Law on Securities (in replacement of the current Law on Securities) with a broader scope of regulation and better conformity with international practices and standards, which comprehensively regulates securities activities in connection with the financial market service sector. The new Law on Securities must be consistent and conform with relevant laws.

b/ Increasing the supply of commodities for the market and improving quality of supply sources

- To apply international standards and practices of information disclosure and corporate governance, and build a mechanism to protect small investors, specifically as follows:

+ To build a mechanism for information disclosure by public companies based on their capital scale and public status;

+ To step by step improve legal documents guiding the application of international auditing standards (IAS), international financial report standards (IFRS) and auditing standards applicable to public companies.

+ To guide businesses in step by step applying international practices in corporate governance and risk management; to formulate regulations and penalties to protect minority investors.

- To standardize regulations on public offerings of securities according to international practices, specifically as follows:

+ To step by step simplify procedures for registration of securities offerings from the mechanism of evaluation of offering conditions to the mechanism of offering based on full disclosure of information:

+ To enhance the management and supervision of securities offerings and impose appropriate penalties for violations:

+ To diversify securities products offered to the public, such as convertible bonds, warranted bonds, investment-linked products and structured products.

- To renovate methods of valuation and offering of stocks of equitized state businesses combined with listing on the securities market, specifically as follows:

+ To apply the book building method to professional offering institutions concurrently with the method of auctioning shares;

+ To improve the quality of equitization counseling and transparency during the business equitization process, and conduct auctions of shares of equitized businesses through public offering with listing and trading on the concentrated market.

- To perfect and develop the market of government bonds, municipal bonds and corporate bonds on the basis of combining the primary offering market with the secondary trading market; to step by step build the spot curve for the bond market, specifically as follows:

+ To perfect legal documents guiding the Law on Management of Public Debts in order to control the borrowing and repayment of loans and management of public debts in a transparent and predictable manner;

+ To improve methods and forms of issuance of bonds of reasonable terms and maturity dates; to set a schedule for round-lot issuance of government bonds to meet the Government's use requirements;

+ To build a system of primary bond dealers and formulate a mechanism for connecting primary bond market members with secondary bond market members, step by step forming bond market founders;

+ To develop such institutional investors as insurance funds and pension funds into mainstream investors on the securities market, thereby reducing the ratio of commercial banks.

- To develop the corporate bond market on the following bases:

+ To implement the mechanism of granting issuance registration certificates prior to the issuance of corporate bonds, step by step proceeding to register the issuance on the basis of full disclosure of information;

+ To diversify types of bonds such as bonds secured with assets or guaranteed for payment, convertible bonds and warranted bonds; to step by step formulate the professional operation of securitizing assets;

+ To develop credit rating agencies, first of all joint-stock ones with foreign holdings and reputation in credit rating.

- To build and develop a standardized derivative securities market in the direction of developing tools from simple to complex; in the long term, it is necessary to unify operations of the derivative market with original tools being securities, commodities and money.

c/ Developing and diversifying types of investors, and improving the quality of investment demands toward sustainability

- To develop and diversify professional securities investment institutions, encourage other institutional and individual investors to participate in the securities market on the basis of:

+ Formulating an appropriate legal framework and financial policies to facilitate the formation and development of such investment institutions as real estate funds; index investment funds; syndicated insurance funds; voluntary pension funds and some other types of investment funds;

+ Formulating a mechanism for linking the monetary market with the capital market by permitting fund management companies to associate with commercial banks in designing financial products so that investors can borrow loans through mortgaging fund certificates; developing various forms of investment-linked savings.

- To formulate a mechanism to attract foreign investors and promote long-term investment:

+ To encourage foreign investment institutions to make long-term investments in Vietnam suitable to the economy's capital-assimilating capacity, with preferential financial policies (tax and charge incentives) and simplified investment registration procedures;

+ To enhance management and supervision, promote publicity and transparency of the regime of reporting and making statistics on the flow of foreign indirect investment capital into Vietnam. To work out plans to proactively handle or respond to any reversal of the capital flow;

- To develop individual investors through training and popularization of knowledge and information.

d/ Developing and building the capacity of the system of market intermediary institutions, developing associations and securities market supporting institutions

- For securities companies

+ To improve their financial capability and develop their professional operations by professionalizing and modernizing securities trading activities according to international standards and practices;

+ To enhance corporate governance and risk management based on financial safety ratios for securities companies in accordance with international standards and benchmarks;

+ To reorganize the system of securities trading institutions in the direction of stepping up consolidation, merger or dissolution of weak institutions in order to scale up the operation and reduce the number of companies to suit the market development; to step by step develop securities trading institutions after models of versatile and specialized trading, thereby raising their capacity to provide securities services to regional markets;

+ To raise the quality of securities trading staffs by standardizing securities trading practice training programs up to the highest standards and step by step permitting prestigious foreign securities training establishments to provide securities training.

- For fund management companies

+ To facilitate and promote the restructuring of the system of fund management companies toward professionalism. To apply regulations on assurance of financial safety and liquid capital to fund management companies.

+ To encourage fund management companies to raise capital and manage diverse types of domestic and overseas investment funds and investment-linked products, with a view to improving the competitiveness of these companies.

- To enhance the management and supervision of law observance by securities trading institutions, closely monitor the flow of capital among the banking, securities, insurance and real estate sectors, and increase the examination and review of financial statements in order to control the financial safety of securities trading institutions.

- To diversify and improve the quality of securities registration, depository and payment services on the basis of:

+ Expanding the securities depository service provision network and assisting investment activities of securities investors;

+ Organizing bilateral and multilateral clearing for both primary and derivative securities by shortening the securities payment process and duration;

+ Deploying the model of central counterparty (CCP) clearing payment;

+ Renovating the payment for securities transactions after the model of central payment system via the State Bank of Vietnam.

- To promote the role of associations: To promote the autonomous role of securities sector associations in assisting state management agencies in the legal, institutional, policy and human resource training areas, and supervising law observance by association members.

e/ Restructuring the organization of the market, improving and modernizing its infrastructure and information technology, and raising the quality of operations and transactions on the securities market

- To restructure the organizational model of Vietnam's securities market in the following direction:

+ Organizing only one Stock Exchange for securities trading nationwide;

+ Sectioning the market into three areas: (i) stock market, (ii) bond market, and (iii) derivative securities market;

+ Linking the Stock Exchanges with the Securities Depository Center in order to strongly associate securities payment, clearing and depository activities with securities trading activities.

- To modernize the information technology infrastructure system of the securities market toward unification and synchrony, capable of assuring management and supervision through an automatic system of securities trading, payment, clearing and depository activities:

+ Completing and commissioning an information technology system for the securities market before 2015:

+ Working out a plan on development of information technology infrastructure for the entire securities sector in the direction of synchronization and standardization of information and reporting formats and regulations on connection, and setting orientations for development and application of information technology to the Stock Exchanges and market members, facilitating the connection with regional Stock Exchanges.

f/ Improving management, supervision and enforcement capacity

- To strengthen the organizational structure and functions of the State Securities Commission to ensure it has adequate powers to manage, supervise and enforce according to IOSCO standards.

- To develop and apply information technology in the system of automatic market surveillance, information disclosure and reporting at the State Securities Commission; to build for the whole market a general data center to process data, and formulate a mechanism of allocation of the access to processed data.

- To elaborate regulations on coordinated management and supervision between the Ministry of Finance and the State Bank, the Ministry of Public Security and related ministries and sectors in order to improve transparency and publicity in activities of the financial sector and promote effectiveness of state management of the financial market.

- To build capacity of management, supervision, inspection and enforcement officers through domestic and overseas training programs.

g/ Intensifying international cooperation

- To intensify international cooperation to support policy making, market management and human resource training for the securities market; to conduct cooperation and information exchange to monitor, detect and handle cross-border violations.

- To formulate mechanisms, policies and regulations to realize the WTO commitments and commitments on integration into the capital markets of ASEAN and ASEAN+ regions, assuring publicity, transparency and equality between domestic and foreign institutions and individuals.

- To implement programs on bilateral cooperation with management agencies within the framework of signed memoranda of understanding; to join the complete multilateral memorandum of understanding (see Appendix A) within the IOSCO framework when the State Securities Commission fully meets the set standards.

h/ Intensifying training, research and public information

- To develop the Securities Scientific Research and Training Center into a leading unit in the field of securities research and training; to step up cooperation with domestic and overseas universities and research institutions in research and training in capital market; to permit prestigious foreign training institutions to provide securities training services in Vietnam; and to accredit international-level professional certificates in the field of securities.

- To step up public information, propaganda and popularization of securities knowledge.

i/ Funds and physical and technical foundations for the securities market

The State ensures initial physical and technical foundations for the Stock Exchanges and the Securities Depository Center, which shall operate on the basis of financial autonomy and be step by step equitized in order to recover state capital.

Article 2. Organization of implementation

1. The Ministry of Finance shall assume the prime, responsibility for, and coordinate with related agencies in, performing the following major tasks:

a/ To direct the implementation of programs and schemes under this Strategy.

b/To guide, inspect, supervise and evaluate the implementation of this Strategy, and annually report it to the Prime Minister; to organize a preliminary review (in 2015) and a final review (in 2020) of this Strategy.

c/ Based on the strategy’s objectives and orientations, to formulate and promulgate or submit to competent authorities for promulgation mechanisms and policies to develop the securities market.

d/ To allocate domestic and overseas funding sources for implementation of this Strategy.

2. The Ministry of Planning and Investment shall assume the prime responsibility for, and coordinate with the Ministry of Finance and related agencies in. elaborating based on the Law on Investment and Law on Enterprises and promulgating or submitting to competent authorities for promulgation legal documents concerning foreign investment, especially foreign indirect investment, and a business registration mechanism to assure a synchronous and uniform legal system applicable to investors.

3. The State Bank of Vietnam shall assume the prime responsibility for, and coordinate with related agencies in:

a/ Managing credit sources for securities investment based on risk classification: coordinating in and exchanging information on management and supervision of foreign indirect investment and its flow between the monetary market and securities market.

b/ Coordinating with the Ministry of Finance in formulating a mechanism of via-bank payment for securities transactions.

4. The Ministry of Justice shall assume the prime responsibility for. and coordinate with the Ministry of Finance in, elaborating and perfecting legal documents concerning the handling of securities-related violations (under the Civil Code and Penal Code) and other securities-related legal documents to create a comprehensive legal framework for preventing and strictly handling these violations.

5. The Ministry of Public Securities shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, investigating and handling violations on the securities market.

6. The Ministry of Home Affairs shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, improving the organization of the state management apparatus in charge of securities, ensuring sufficient staffs for securities market management and supervision agencies and bettering mechanisms and policies for them.

7. The Ministry of Information and Communications shall assume the prime responsibility for, and coordinate with the Ministry of Finance in, working out and implementing plans on public information in the mass media to provide institutions and individuals with general knowledge on securities and improve their awareness about the securities market's role in the socio­economic development; and preventing inaccurate information and information unfavorable to investors and the development of the securities market.

8. Ministries, ministerial-level agencies, government-attached agencies and provincial-level People's Committees shall, within their functions, tasks and powers, coordinate with the Ministry of Finance (the State Securities Commission) in implementing this Strategy in a uniform and synchronous manner, and serving the implementation of socio-economic development plans of sectors and localities.

Article 3. This Decision takes effect on the date of its signing.

Article 4. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People's Committees, and heads of related agencies shall implement this Decision.-