Article 4 of the Law on Securities 2019 (as amended by Law No. 56/2024/QH15) provides:
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Securities are assets, including the following types:
a) Shares, bonds, fund certificates;
b) Warrants, covered warrants, rights to purchase shares, depository receipts;
c) Derivatives;
d) Other securities as prescribed by the Government. -
Shares are securities certifying the lawful rights and interests of holders over a portion of the share capital of the issuing organization.
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Bonds are securities certifying the lawful rights and interests of holders over a portion of the debt of the issuing organization.
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Fund certificates are securities certifying investors’ ownership of a portion of the contributed capital of a securities investment fund.
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Warrants are securities issued together with the issuance of bonds or preference shares, entitling holders to purchase a certain number of common shares at a pre-determined price within a specified period.
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Covered warrants are securities with underlying assets, issued by securities companies, entitling holders to buy (call warrants) or sell (put warrants) underlying securities with the issuing company at a pre-determined price, at or before a specified time, or to receive the difference between the strike price and the price of the underlying securities at the time of exercise.
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Rights to purchase shares are securities issued by joint stock companies to entitle existing shareholders to purchase new shares under predetermined conditions.
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Depository receipts are securities issued on the basis of securities of an organization legally established and operating in Vietnam.
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Derivatives are financial instruments in the form of contracts, including options, futures, and forwards, which establish the rights and obligations of parties regarding monetary settlement or delivery of a quantity of underlying assets at a predetermined price within or at a specified future date.
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Underlying assets of derivatives (hereinafter referred to as underlying assets) are securities, securities indices, or other assets as prescribed by the Government, used as the basis for determining the value of derivatives.
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Options contracts are derivatives certifying the right of the buyer and the obligation of the seller to perform one of the following transactions:
a) To buy or sell a certain quantity of underlying assets at a strike price determined before or on a specified future date;
b) To settle the difference between the value of the underlying assets determined at the time of contract conclusion and the value of the underlying assets before or on a specified future date. -
Futures contracts are listed derivatives certifying the commitment between parties to perform one of the following transactions:
a) To buy or sell a certain quantity of underlying assets at a predetermined price on a specified future date;
b) To settle the difference between the value of the underlying assets determined at the time of contract conclusion and the value of the underlying assets on the specified future date. -
Forward contracts are over-the-counter derivatives certifying the commitment between parties to buy or sell a certain quantity of underlying assets at a predetermined price on a specified future date.
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Securities and securities market activities include offering, listing, trading, dealing, securities investment, provision of securities services, information disclosure, governance of public companies, and other activities prescribed by this Law.
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Securities investment means the purchase, sale, or holding of securities by investors on the securities market.
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Investor means any organization or individual participating in investment in the securities market.
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Strategic investor means an investor selected by the General Meeting of Shareholders based on criteria of financial capacity, technological expertise, and commitment to cooperate with the company for at least 3 years.
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Major shareholder means a shareholder holding 5% or more of the voting shares of an issuing organization.
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Public offering of securities means offering securities in any of the following methods:
a) Offering through mass media;
b) Offering to 100 or more investors, excluding professional securities investors;
c) Offering to unspecified investors. -
Private placement of securities means an offering not falling within the cases prescribed in Point a Clause 19 of this Article, and in one of the following forms:
a) Offering to fewer than 100 investors, excluding professional securities investors;
b) Offering only to professional securities investors. -
Issuing organization means an organization that carries out the offering or issuance of securities.
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Approved auditing organization means an independent auditing organization included in the list of auditing organizations approved by the State Securities Commission to conduct audits as prescribed by this Law and the law on independent audit.
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Prospectus means a document or electronic data disclosing accurate, truthful, and objective information relating to the offering or listing of securities by the issuing organization.
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Listing of securities means the admission of securities meeting listing conditions to trading on a trading system for listed securities.
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Registration for trading means the admission of securities to trading on a trading system for unlisted securities.
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Securities trading system includes the trading system for listed securities and the trading system for unlisted securities, organized and operated by the Vietnam Stock Exchange and its subsidiaries.
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Securities trading market means a venue or form of information exchange for the collection of buy and sell orders and the execution of securities transactions.
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Securities business means the conduct of securities brokerage, proprietary trading, underwriting, securities investment consultancy, securities investment fund management, securities portfolio management, and provision of securities services as prescribed in Article 86 of this Law.
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Securities brokerage means acting as an intermediary to execute securities transactions on behalf of clients.
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Proprietary trading means a securities company buying or selling securities for its own account.
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Securities underwriting means the commitment to purchase part or all of an issuing organization’s securities for resale, to purchase the remaining unsold securities, or to use best efforts to distribute the securities to be issued.
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Securities investment consultancy means providing clients with analysis results, analytical reports, and recommendations relating to the purchase, sale, or holding of securities.
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Securities registration means recording information on the issuing organization, its securities, and securities holders.
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Securities depository means the acceptance of securities for deposit, safekeeping, transfer, and facilitation of the exercise of rights relating to deposited securities.
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Securities portfolio management means managing, under authorization from each investor, the purchase, sale, or holding of securities and other assets of the investor.
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Securities investment fund management means managing the purchase, sale, or holding of securities and other assets of a securities investment fund.
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Securities investment fund means a fund formed from investors’ contributions with the aim of earning profits from investment in securities or other assets, including real estate, in which investors have no day-to-day control over investment decisions of the fund.
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Public fund means a securities investment fund that conducts a public offering of fund certificates.
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Open-ended fund means a public fund in which fund certificates offered to the public must be repurchased at the request of investors.
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Closed-end fund means a public fund in which fund certificates offered to the public are not repurchased at the request of investors.
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Member fund means a securities investment fund with between 02 and 99 capital-contributing members, all of whom must be professional securities investors.
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Exchange-traded fund (ETF) means an open-ended fund formed through the receipt and exchange of a portfolio of component securities for fund certificates. ETF fund certificates are listed and traded on the trading system for listed securities.
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Real estate investment fund means a securities investment fund primarily investing in real estate and in securities of issuing organizations engaged in real estate business, which derive at least 65% of their annual revenue from ownership and business of real estate, as shown in the latest audited financial statements.
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Insider information means information relating to public companies, listed organizations, registered trading organizations, public funds, and public securities investment companies that has not yet been disclosed but, if disclosed, may have a significant impact on their securities prices.
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Insider means a person holding important positions in the management and administration of enterprises, public funds, or public securities investment companies, including:
a) Insiders of enterprises: Chairperson of the Board of Directors or Members’ Council or company president, members of the Board of Directors or Members’ Council, legal representative, General Director (Director), Deputy General Director (Deputy Director), Chief Financial Officer, Chief Accountant, and equivalent management positions elected by the General Meeting of Shareholders or appointed by the Board of Directors, Members’ Council, or company president; Head and members of the Supervisory Board (Supervisors), members of the internal audit committee; company secretary, person in charge of corporate governance, person authorized to disclose information;
b) Insiders of public funds or public securities investment companies: members of the representative board of public funds, members of the Board of Directors of public securities investment companies, fund managers, company managers, and insiders of securities investment fund management companies. -
Related persons means individuals or organizations having one of the following relationships:
a) Enterprises and their insiders; public funds or public securities investment companies and their insiders;
b) Enterprises and organizations or individuals holding more than 10% of the voting shares or contributed capital of such enterprises;
c) Organizations or individuals that directly or indirectly control, are controlled by, or are under common control with another organization or individual;
d) Individuals and their biological parents, adoptive parents, parents-in-law, spouses, biological children, adopted children, sons-in-law, daughters-in-law, biological siblings, brothers-in-law, sisters-in-law;
đ) Securities investment fund management companies and the securities investment funds or companies they manage;
e) Contractual relationships where one organization or individual acts as the representative of another;
g) Other related persons as prescribed by the Law on Enterprises. -
Securities practitioners are persons granted securities practice certificates by the State Securities Commission and working at securities companies, securities investment fund management companies, branches of foreign securities companies in Vietnam, branches of foreign fund management companies in Vietnam, and securities investment companies.
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Listed or registered trading organizations are organizations whose issued securities are listed or registered for trading on the securities trading system.
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Securities market manipulation means committing one of the following acts:
a) Using one or more trading accounts of oneself or of others, or colluding to continuously buy and sell securities to create artificial supply and demand;
b) Placing buy and sell orders of the same type of securities on the same trading day, or colluding to trade securities without actual transfer of ownership or with ownership only circulating among group members to create securities prices and artificial supply and demand;
c) Continuously buying or selling securities with controlling volumes at market opening or closing times to manipulate securities prices;
d) Trading securities by collusion or inducing others to continuously place buy or sell orders that significantly affect supply, demand, and securities prices, thereby manipulating prices;
đ) Directly or indirectly making statements through mass media about a type of securities or issuing organization in order to influence the price of such securities after having traded and held a position in such securities;
e) Using other methods or conducting other transactions, or combining with spreading false rumors or providing misleading information to the public to create artificial supply and demand, thereby manipulating securities prices.
📌 Legal grounds:
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Article 4, Law on Securities 2019
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Law No. 56/2024/QH15 amending and supplementing a number of articles of the Law on Securities, the Law on Accounting, the Law on Independent Audit, the Law on State Budget, the Law on Management and Use of Public Assets, the Law on Tax Administration, the Law on Personal Income Tax, the Law on National Reserves, and the Law on Handling of Administrative Violations (2024).
