HANOI DEPARTMENT OF JUSTICE
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The Government has just issued Decree 65/2022/ND-CP amending and supplementing several articles of Decree No. 153/2020/ND-CP regulating the offering and trading of individual corporate bonds in the domestic market and offering corporate bonds to the international market. Accordingly, the way of identifying professional securities investors has been more strictly regulated, more clearly demonstrating the essence of the word "professional". 

=> See more: What are regulations on business lines restricted to foreign investors?

1. How to identify professional securities investors

Professional securities investors are investors with financial capacity or professional qualifications in securities specified in the Securities Law 2019, including:

First, commercial banks, foreign bank branches, financial companies, insurance business organizations, securities companies, securities investment fund management companies, securities investment companies, securities investment funds, international financial institutions, non-budget state financial funds, and state financial institutions may purchase securities by relevant laws;

Second, Any company whose contributed charter capital exceeds 100 billion VND; every listed or registered organization;

Third, Holders of securities professional certifications;

Fourth, Any individual holding a quantity of listed or registered securities that are worth at least 02 billion VND as confirmed by the securities company;

Fifth, Any individual whose taxable income in the latest year is at least 01 billion according to his/her submitted tax return or tax deduction documents of his/her income payer.

In fact, in the case of a private placement of securities, in addition to raising capital, many issuers also want to find a partner or even an investor who can contribute to the operation of the securities. of the enterprise. However, with the above regulations, for individual investors, investors only need to have a large enough amount (minimum transaction value of 2 billion VND in the market) to be able to meet the conditions for investment. individual purchasers of securities. It can be seen that the regulation of professional investors as individuals here does not represent the "professional" nature desired by the issuers. Therefore, Decree 65/2022/ND-CP has been adjusted accordingly.

The identification of a professional securities investor as an individual according to the provisions of the Law on Securities to purchase corporate bonds issued privately must ensure that the list of listed and registered securities are held by the investor with a minimum value of VND 2 billion. This value is determined by the average daily market value of the securities portfolio for at least 180 days immediately preceding the date of determination of professional securities investor status, excluding the transactional loan value. Margin services and the value of securities for resale transactions. The identification of professional securities investors at this point is valid within 03 months from the date of confirmation.

The remaining ways of identifying professional securities investors according to the provisions of the Securities Law 2019 are still valid and continue to be applied.

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2. Competence to identify professional securities investors

2.1. Organizations responsible for identifying professional securities investors

Organizations responsible for identifying professional securities investors include the following:

- Issuers, securities investment fund management companies:

Issuers and securities investment fund management companies shall identify or authorize securities companies to identify professional securities investors that purchase securities upon private placement or registration of private funds.

In case of authorization, the authorized securities investment fund management company shall sign a contract with the securities company, which specifies the rights and responsibilities of the parties.

- Securities company:

The securities company where the investor makes the transaction of purchasing securities is responsible for determining the status of a professional securities investor before making transactions for individually issued securities that are traded centrally on the trading system of the Stock Exchange.

- Registration and depository organizations:

Registration and depository organizations are responsible for determining the status of professional securities investors before transferring ownership of individually issued securities that have not been centrally traded.

2.2. Effective period of professional securities investor identification

Within 01 year from the time of being identified by a securities company as a professional securities investor, the investor is not required to redefine the status of a professional securities investor when participating in the purchase of securities. the private placement, member fund certificates.

Except for the new case of professional securities investors being individuals, which is added in Decree 65/2022/ND-CP, the time limit for the determination of professional securities investors is 3 months from the date of issue confirmation.

Investors who have purchased securities offered for private placement and member fund certificates do not have to redefine their professional securities investor status when selling purchased securities.

Decree 65/2022/ND-CP takes effect from 16/09/2022. 

=> See more: What are forms of investment under current Vietnamese law?

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