DECISION

APPROVING THE PROPOSAL FOR ESTABLISHMENT OF THE STOCK EXCHANGE OF VIETNAM

THE PRIME MINISTER

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Law on Securities dated June 29, 2006 and the Law on Amendments and Supplements to certain Articles of the Law on Securities dated November 24, 2010;

Pursuant to the Law on Enterprises dated November 26, 2014;

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

Upon the request of the Minister of Finance,

HEREBY DECIDES

Article 1. Approval of the proposal for establishment of the Stock Exchange of Vietnam, including the following main contents:

1. Objectives

a) Overall objectives

Establish the Stock Exchange of Vietnam in the form of a parent – subsidiary company on the basis of rearrangement of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city with the objective of unifying markets for trading of securities, ensuring effectiveness, equality, public disclosure and transparency for securities markets; intensify the management, surveillance and protection of legitimate rights and interest of market participants; contribute to promoting the rank of the stock market of Vietnam; enhance the competitiveness and gradually approach international standards and practices.  

b) Specific objectives

- Set up the perfect machinery on the basis of using only one focal point of administration and risk management with a view to improving the efficiency of the organization structure of the Stock Exchange of Vietnam; enhance the autonomy and self-responsibility in organizing market activities according to the provisions of law.

- Carry out the effective restructuring of the securities trading market in Vietnam on the basis of clearly distinguishing the three main market zones, including: stock trading market, bond trading market and derivative securities market; focus on the specialization and professionalization of activities, and promote the roles of a stock market in the economic growth.

- Develop modern and synchronous infrastructure and information technologies for stock markets, including transmission lines, databases and standby systems, in order to create favorable conditions for participants in the stock market and develop the ability to connect with regional and global stock markets.

- Carry out the uniform financial and technological investment management; promote the efficiency in use of funds and concurrently set up the perfect financial mechanism in order to ensure relevance to the operational characteristics of a Stock Exchange.  

- Expand the well-organized stock market, diversify trading securities products and investors, narrow down the free market, ensure the market operates effectively, equally, openly and transparently, and protection of legitimate rights and interests of investors.

2. Viewpoints and principles

Establishing the Stock Exchange of Vietnam on the basis of rearrangement of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city must adhere to the following directives and principles:

a) Comply with relevant legislative regulations, including Securities Law, Enterprise Law, Law on Management and Use of State Capital invested in production and business activities of enterprises, especially the Securities Law as a specialized law that is preferred.

b) The Stock Exchange of Vietnam must be established according to the roadmap and appropriate steps to ensure that such establishment will not affect the trading activities on the stock market, will not make any increase in the number of employees, and will not cause any disruption to the organizational structure, personnel, professional operations and financial management of stock exchanges.

c) Strengthen the roles in state management and supervision of and the roles of state ownership representatives at enterprises, ensure the securities market operates safely, openly and transparently, and improves the operational efficiency of stock exchanges.

3. Major contents

a) Operational model

- The Stock Exchange of Vietnam shall operate in the model of a wholly state-owned limited liability company and in the form of a parent – subsidiary company managed by the Ministry of Finance as the state capital owner’s representative, and shall be based in Hanoi.

- The Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city shall be subsidiaries wholly owned by the Stock Exchange of Vietnam, shall operate independently and have legal personality.

b) Charter capital

- The Stock Exchange of Vietnam must have the capital charter of VND 3,000 billion received from the charter capital of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city.

- During the period of its operation, the Stock Exchange of Vietnam shall increase or decrease the charter capital under the Prime Minister’s Decision.

c) Functions and tasks

- The Stock Exchange of Vietnam shall have the following main functions and tasks:

+ Prepare development investment strategies, plans, five-year business plans and annual business plans for submission to competent authorities to seek their approval according to regulations in force.

+ Promulgate regulations on securities listing, securities trading, information disclosure, trading members and other professional regulations relating to the organization and operation of the securities market after receipt of the consent from the State Securities Commission (SSC).

+ Supervise the Stock Exchange of Ho Chi Minh City and the Stock Exchange of Hanoi implementing the operational regulations; carry out the general supervision of the securities market in accordance with law.

+ Provide guidelines for developing information technology systems and guidelines for developing new technologies and new products to perform the task of giving directions for the uniform implementation.

+ Support the market development through the provision of infrastructure services, training, propaganda and knowledge dissemination and provision of other services in accordance with the law.

+ Act as a mediator upon the requests of trading members whenever disputes related to securities trading activities arise.

+ Promote international cooperation regarding securities and securities markets, and act as a focal point for participation in international organizations with respect to securities market.

+ Carry out the management of subsidiaries of the Stock Exchange of Vietnam under law and the statutes of the Stock Exchange of Vietnam.

+ Perform other tasks under laws and regulations of competent authorities.

- The Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city shall have the following functions and tasks:

+ Carry out the tasks of listing, registration of transactions, securities trades, securities auctioning and stock bidding under law.

+ Carry out the supervision of compliance with legislative regulations on securities and stock markets of trading members, listed organizations and investors participating in securities trades at Stock Exchanges under law.

+ Develop new products within the scope of the market where traded securities are managed.

+ Support the market development through the provision of infrastructure services, training, propaganda and knowledge dissemination activities.

+ Perform other tasks under laws and regulations of competent authorities.

d) Operational machinery

The Ministry of Finance shall decide on the machinery of the Stock Exchange of Vietnam; the Stock Exchange of Vietnam shall decide on the machinery of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city after receipt of approval from the Ministry of Finance.

dd) Financial and pay policies

- Financial policies:

+ The Stock Exchange of Vietnam shall apply the financial policies of wholly state-owned single-member limited liability companies under the Law on Management and Use of State Capital invested in business and production activities of enterprises; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of capital and property at enterprises; the Government's Decree No. 87/2015/ND-CP dated October 6, 2015 on supervision of investment of state capital in enterprises; financial supervision, performance assessment and disclosure of financial information of state enterprises and state-invested enterprises; the Government’s Decree No. 122/2017/ND-CP dated November 13, 2017 prescribing certain particular contents regarding the policies on financial management and performance assessment of lottery businesses; Stock Exchanges and Vietnam Securities Depository, documents providing instructions, amendments and supplements (if any) and other relevant legislative regulations.

+ The Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city shall apply regulations on the financial management adopted by the Stock Exchange of Vietnam under the financial policies for state enterprises and under the provisions of the Law on Enterprises; the Law on Management and Use of State Capital invested in business and production activities of enterprises; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of capital and property at enterprises; the Government's Decree No. 87/2015/ND-CP dated October 6, 2015 on supervision of investment of state capital in enterprises; financial supervision, performance assessment and disclosure of financial information of state enterprises and state-invested enterprises; the Government’s Decree No. 122/2017/ND-CP dated November 13, 2017 prescribing certain particular contents regarding the policies on financial management and performance assessment of lottery businesses; Stock Exchanges and Vietnam Securities Depository, documents providing instructions, amendments and supplements (if any) and other relevant legislative regulations.

- Pay policies:

+ The Stock Exchange of Vietnam shall apply the pay policies for state enterprises and decide on the pay grades of managers in accordance with regulations in force.

+ Based on the pay policies of wholly state-owned single-member limited liability companies established and operated under the provisions of the Law on Securities, the Stock Exchange of Vietnam shall undertake the management of personnel, salaries, wages and bonuses paid to employees and managers of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city.

4. Implementation roadmap

The Stock Exchange of Vietnam must be established according to the appropriate roadmap to ensure the normal and continuous operations of the stock market. The roadmap shall be divided into 2 following phases:

a) Phase 1 (2019 – 2020):

- Establishing the Stock Exchange of Vietnam, ensuring the continuing and normal operations of active stock markets at the Stock Exchange of Ho Chi Minh city and the Stock Exchange of Hanoi.

- Uniformly setting up the machinery of the Stock Exchange of Vietnam, restructuring the machinery of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city.

- Developing the perfect project for construction of stock market information technology systems of which the owner is currently the Stock Exchange of Ho Chi Minh city in order to upgrade and modernize the information technology for the entire stock market.

b) Phase 2 (2020 – 2023):

- Bringing the stock market information technology system into operation at the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city, based on which the roadmap for segmentation of stock market zones shall be implemented.

- Formulating plans for equitization of stock exchanges in order for them to be implemented after 2023.

Article 2. Implementation responsibilities

1. The Ministry of Finance shall assume the following responsibilities:

a) Appeal to the Prime Minister to issue the Decision on establishment of the Stock Exchange of Vietnam with reference to contents of the approved Proposal.

b) Draft and promulgate the Charter of organization and operation of the Stock Exchange of Vietnam.

c) Decide on the machinery and managers of the Stock Exchange of Vietnam, the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city under the provisions of the Law on Securities, the Law on Enterprises, and the Law on Management and Use of state capital invested in production and business activities at enterprises.

d) Direct the State Securities Commission to assess and give the Stock Exchange of Vietnam consent to issuing regulations on specialized operations, manage and supervise operations of Stock Exchanges under the provisions of the Law on Securities.

dd) Direct the Stock Exchange of Vietnam to issue the Charter of organization and operation of the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city.

e) Direct the Stock Exchange of Vietnam to develop plans for equitization of stock exchanges and submit them to the Prime Minister to seek his approval before implementation after 2023.

2. The Ministry of Labor, War Invalids and Social Affairs shall assume the following responsibilities: Cooperate with the Ministry of Finance in providing instructions about the pay, bonus and allowance policies for managers of enterprises and employees of the Stock Exchange of Vietnam and its subsidiaries according to those policies applied to state enterprises to ensure that these policies must be relevant to operations of stock exchanges.

3. People's Committee of Hanoi and People’s Committee of Ho Chi Minh city shall be responsible for cooperating with the Ministry of Finance in carrying out the state management of the Stock Exchange of Vietnam, the Stock Exchange of Hanoi and the Stock Exchange of Ho Chi Minh city within their jurisdiction as per law.

Article 3. This Decision shall enter into force from the signature date.

Article 4. Ministers, Heads of Ministry-level agencies, Heads of Governmental bodies, Chairpersons of People’s Committees of centrally-affiliated cities and provinces, and Heads of other entities concerned, shall be responsible for implementing this Decision./.