GOVERNMENT OF VIETNAM | SOCIALIST REPUBLIC OF VIETNAM |
No. 245/2025/ND-CP | Hanoi, September 11, 2025 |
Amendments to certain articles of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government of Vietnam elaborating certain articles of the Law on Securities
Pursuant to Law on Government Organization No. 63/2025/QH15;
Pursuant to Law on Enterprises No. 59/2020/QH14 emended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 (hereinafter referred to as “Law on Enterprises”);
Pursuant to the Law on Investment No. 61/2020/QH14 amended by Law No. 03/2022/QH15;
Pursuant to Law on Securities No. 54/2019/QH14 amended by Law No.56/2024/QH15 (hereinafter referred to as “Law on Securities”);
At the request of the Minister of Finance;
The Government of Vietnam hereby promulgates a Decree on amendments to certain articles of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government of Vietnam elaborating certain articles of the Law on Securities.
Article 1. Amendments to certain articles of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government of Vietnam elaborating certain articles of the Law on Securities
1. Amendments of certain points and clauses of Article 3:
a) Point h is added after point g clause 12 of Article 3 as follows:
“h) The ending date of issuance of shares for converting convertible bonds is the date determined by the issuer for the conversion of convertible bonds into shares.”.
b) Point c clause 14 Article 3 is amended and point d is added after point c clause 14 Article 3:
“c) In case of acquisition of an enterprise or sale of assets, this is the ratio of the value of each transaction to total value of assets of the enterprise according to its latest annual financial statement. In cases where multiple transactions are carried out to acquire a single enterprise or to acquire multiple enterprises, and the enterprises being acquired are part of a parent-subsidiary group, this is the ratio of total value of transactions arising within the year of enterprise restructuring to the total value of assets of the enterprise.
d) The indicator “total value of assets” specified in points a, b, and c of this clause shall be based on the latest audited financial statement; in the case of an enterprise having subsidiaries without legal entity status, it shall be based on the consolidated financial statement; in the case of an enterprise being a parent company, it shall be based on the indicator “total value of assets” with the lower value between the parent company’s separate financial statement and the consolidated financial statement.
c) Clause 57 is added after clause 56 of Article 3:
“57. Independent credit rating organizations include:
a) Credit rating organizations: Moody’s, Standard & Poor’s, Fitch Ratings;
b) Credit rating enterprises that have been granted certificates of eligibility by the Ministry of Finance.”.
2. Amendments of certain points and clauses of Article 5:
a) Point b Clause 2 Article 5 is amended as follows:
“b) For organizations other than listed organizations or listing applicants: the Certificate of Enterprise Registration or equivalent documents; latest audited financial statement or examined half-yearly financial statement, or the latest audited balance sheet in cases of determining the status of a professional securities investor in the year of completing the full division, partial division, consolidation, merger or conversion of the business type.”.
b) Clauses 6, 7 and 8 are added after Clause 5 Article 5 as follows:
“6. In case the foreign investor is an individual: A document confirming the investor’s securities trading code, a valid passport, or other legal personal identification documents containing information about foreign nationality.
7. In case the foreign investor is an organization, the required document shall be one of the following:
a) Document confirming the investor’s securities trading code;
b) The Establishment and Operation License or the Certificate of Business Registration or equivalent documents confirming the completion of business registration issued by the competent foreign authority;
c) Certificate of Tax registration issued by the tax authority of the country where the organization is established or registered for business;
d) Documents regarding the organization from the database system of a competent foreign authority, which specify that the organization was established in that country;
dd) Certificate of registration of an investment fund or confirmation of the investment fund registration, or an equivalent document issued by a competent foreign authority (if available), or the charter, prospectus, trust agreement, capital contribution agreement, or equivalent documents in cases where the competent foreign authority does not issue a Certificate or confirm the registration of the investment fund in accordance with foreign laws.
8. In case the foreign investor is an organization belonging to a foreign government or international financial institutions, the required document shall be determined in accordance with the provisions specified in Point dd, Clause 7 of this Article, which stipulates that the organization is either an entity under the government or an international financial institution.”.
3. Amendments to the title of Article 6; amendments to certain clauses of Article 6:
a) The title of Article 6 is amended as follows:
“Article 6. General provisions”
b) Amendments to Clause 1 Article 6:
“1. The responsibilities of organizations and individuals related to documents and reports are as follows:
a) Organizations and individuals that participate in the preparation, confirmation and signing of documents/reports related to the offering, issuance, listing, trading registration, registration, depositing, clearing and settlement of securities trading and other documents/reports related to securities and the securities market shall be held legally responsible for such documents/reports in accordance with laws;
b) Organizations providing document-related consulting services and practicing individuals participating in document consultation shall bear responsibility in accordance with the provisions of Clause 3, Article 11a of the Law on Securities. Organizations providing consulting services relating to documentation for securities offering, issuance, listing, and registration for securities trading must directly carry out the document-related consulting activities.
c) Audit organizations, approved auditors, and those signing audit reports, review reports, or assurance service reports must comply with the legal provisions on independent auditing and the relevant professional standards; they are responsible for the opinions regarding the fairness and reasonableness of the audited or reviewed reports and figures, as well as the opinions on the aggregation of financial information according to established conventions;
d) The State Securities Commission (SSC), the stock exchanges (VNX), Vietnam Securities Depository and Clearing Corporation (VSDCC), and other organizations and individuals authorized to receive, process and approve documents/reports shall examine the validity of such documents/reports based on the provided materials; they shall not be held responsible for any violations committed by organizations or individuals before or after the submission of valid documents/reports.”.
c) Addition of Clause 1a and Clause 1b to Clause 1 Article 6:
“1a. Public companies, issuers, listed organizations or listing applicants are responsible for disclosing information fully, accurately, and promptly; ensuring investors’ access to information regarding decisions related to the offering and issuance of securities, as well as information required to be publicly disclosed by the enterprise in accordance with corporate law, securities market information disclosure laws; complying with corporate governance regulations, obligations under commitments and agreements between the enterprise and its shareholders and investors according to the company’s charter and relevant legal provisions.
1b. Investors participating in investment and securities trading in the stock market are responsible for thoroughly accessing all information disclosed by the enterprise; they must independently evaluate and take responsibility for their investment decisions and bear any risks arising from investment and securities trading; they must clearly understand and comply with regulations regarding investment and trading in the securities market.”.
d) Amendments to Clause 2 Article 6:
“2. The administrative procedure handling results specified herein shall be submitted and returned by the methods in accordance with the provisions of law on implementing administrative procedures according to the single-window system or interconnected single-window system at the One-stop Division and the National public service portal.”.
dd) Addition of Clause 9 after Clause 8 of Article 6:
“9. When using an e-ID account to handle administrative procedures under this Decree, information regarding electronic identity, information integrated into the electronic citizen ID card, and the e-ID account shall have evidential value equivalent to providing information or presenting documents containing such information in the course of performing administrative procedures.”.
4. Addition of Clause 8 after Clause 7 of Article 7:
“8. Conditions regarding profitable business operations, liabilities, accumulated losses and the equity of the enterprise shall be based on the enterprise’s financial statements. In the case where the enterprise is a parent company, the business performance, accumulated losses, liabilities and equity shall be determined according to the combined financial statements, in which: business performance refers to the post-tax profit of the parent company in the combined financial statements; equity does not include the interests of non-controlling shareholders. If the enterprise has dependent units that are not juridical persons, the business performance, accumulated losses, liabilities and equity shall be determined according to the combined financial statement;
5. Addition of Clause 1a after Clause 1 of Article 9:
“1a. In the case where capital is raised not for project execution, the issuer must report and disclose information on the use of capital and the amount raised from the offering or similar issuance in accordance with the provisions of Clause 1 of this Article, except in cases where the issuer is a credit institution.”.
6. Amendments of certain points and clauses of Article 11:
a) Point b Clause 4 Article 11 is amended as follows:
“b) In the case where the application is submitted after the ending date of the period covered by the half-yearly financial statement, the issuer must supplement it with the half-yearly financial statement that is reviewed or audited by an accredited audit organization.
b) Amendments to Clause 10 Article 11:
“10. The documents specified in points c, dd, e and k Clause 1 Article 18 of the Law on Securities.”.
7. Amendments to Point b Clause 2 Article 12:
“b) In case the offering is meant to raise capital for project execution, the capital use plan shall specify that the successful offering ratio is 70% of the total shares intended to be offered for project execution (except in cases of offerings to existing shareholders in proportion to their ownership); and include the plan for making up for the deficiency in capital generated by the offering for project execution.”.
8. Amendments to certain clauses of Article 19:
a) Clause 2 Article 19 is amended as follows:
“2. The issuer or offered bonds are rated by an independent credit rating organization, except in the case of bonds issued by credit institutions or bonds whose principal and interest payments are fully guaranteed by a credit institution, a foreign bank branch, a foreign financial institution, or an international financial organization. The credit rating organization shall not be the involved person of the issuer.”.
b) Clauses 3, 4, 5, 6 and 7 are added after Clause 2 Article 19 as follows:
“3. There is a bondholders’ representative as prescribed in Article 24 of this Decree.
4. The issuer shall have total liabilities (including the value of bonds intended to be issued) not exceeding five times the equity of the issuer according to the audited financial statement of the latest fiscal year, except for issuers that are state-owned enterprises, enterprises issuing bonds for execution of real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage firms, securities companies and securities investment fund management companies.
5. The debt payable as stipulated in Clause 4 of this Article shall not include the value of bonds intended to be issued for the purpose of restructuring the debt. In the event of issuing bonds to the public for debt restructuring, the enterprise shall not alter the purpose of capital usage for the purpose of debt restructuring.
6. In the case where an enterprise issues bonds to the public in multiple offerings, the face value of bonds intended to be issued in each offering shall not exceed the equity.
7. Bonds issued whose principal and interest payments are fully guaranteed by a credit institution, a foreign bank branch, a foreign financial institution, or an international financial organization are exempt from the conditions stipulated in Clauses 4 and 6 of this Article.
9. Amendments to Clauses 9 and 10 Article 20:
“9. The decision of the Board of Directors, the Board of Members or the company’s owner to approve the application for public offering of bonds.
10. The documents specified in Point c Clause 1, points d, g and i Clause 3 Article 18 of the Law on Securities and a written declaration of conformity with Point e Clause 1 Article 15 of the Law on Securities.”.
10. Amendments to Clause 6 of Article 21:
“6. If the public offering is meant to raise capital for the issuer’s project execution, the quantity of convertible bonds and warrant-linked bonds sold must be at least 70% of the convertible bonds and warrant-linked bonds offered for project execution (except in cases of offerings to existing shareholders in proportion to their ownership). The issuer shall have a plan to make up for the deficiency of capital intended to be raised by the offering.
11. Amendments to Point b Clause 2 Article 22:
“b) The plan for use of revenue generated by the offering of convertible bonds or warrant-linked bonds, the projected plan for use of revenue generated by the issuance of shares for exercising warrants. The plan for use of revenue generated by the bond offering shall specify that the bonds sold must be at least 70% of the bonds offered for project execution (except in cases of offerings to existing shareholders in proportion to their ownership). The capital use plan shall include the plan for making up for the deficiency in capital intended to be raised by the offering for project execution.”.
12. Amendments to Point a Clause 2 Article 23:
“a) Payment guarantees provided by credit institutions, foreign bank branches, foreign financial institutions, and international financial organizations in accordance with the provisions of law. Payment guarantees provided by credit institutions and foreign bank branches shall be conducted in accordance with laws on credit institutions;
13. Amendments to Point dd Clause 3 Article 24:
“dd) In cases where the Bondholders’ Representative is not entitled to receive the collateral under the specialized law, the Bondholders’ Representative shall appoint a third party to receive such collateral or designate a third party to receive all of the bond’s collateral. The third party shall cooperate with the bondholders’ representative in management and settlement of the collateral in accordance with the concluded contract and regulations of law on implementation measures for assuring performance of civil obligations;
14. Amendments to Clause 2 of Article 25:
“2. The payment guarantee agreement with a credit institution or FBB or a foreign financial organization or an international financial organization in case of payment guarantee.”.
“Article 26. Conditions for making public offering of bonds in Vietnam by international financial institutions
1. The issuer is an international financial institution as prescribed by law.
2. The term of the offered bonds is at least 05 years.
3. There is a plan for issuance and a plan for use of the entire proceeds from the offering to invest in projects in Vietnam or to invest in capital contribution, purchase of shares, bonds, or provide loans to enterprises established and operating in Vietnam.
4. The issuer has a commitment to fulfill its obligations to the investors in terms of issuance, redemption, assurance of lawful rights and interests of investors, and other conditions.
5. The issuer has opened an escrow account to receive payments for the offered bonds.
6. There is commitment to list the bonds at the end of the offering.”.
“Article 27. Application for making public offering of bonds in Vietnam by international financial institutions
1. The application form No. 07A in the Appendix hereof.
2. The disclosure statement regarding the public offering of bonds in Vietnam by the international financial institution using Form No. 07B of the Appendix hereof.
3. The decision of the competent authority of the issuer to approve the plan for issuance and the plan for use of funds obtained from the offering.
4. A written commitment to fulfill the issuer’s obligations to investors in terms of conditions for issuance, redemption, assurance of lawful rights and interests of investors, and other conditions.
5. Written commitment to list the bonds at the end of the offering.
6. Written confirmation by the bank or FBB of the opening of an escrow account by the issuer to receive payment for the offered bonds.”.
“Article 30. Conditions for a public company to make public offering of securities offering after restructuring
Conditions for a public company to make an FPO of shares, public offering of convertible bonds or warrant-linked bonds after restructuring; a company after restructuring to make an initial public offering (IPO) of shares or public offering of bonds include:
1. The conditions for public offering of shares or bonds, including grounds for determining conditions regarding the profitable business and no accumulated loss as prescribed in Clause 2, clause 3 of this Article.
2. In the case of a public company, after restructuring, making an FPO, public offering of convertible bonds or warrant-linked bonds, or a company after restructuring making a public offering of bonds, the business activities of the year immediately preceding the year of the offering registration must have been profitable, and there must be no accumulated losses up to the year of the offering registration, based on:
a) In case the company registers the offering within the restructuring year: pro forma financial statement of the preceding year which receives unqualified opinion from an accredited audit organization; the issuer’s latest quarterly financial statement;
b) In case the company registers the offering in the year succeeding the restructuring year (in case of consolidation): the issuer’s pro forma financial statement of the final accounting period from the starting day of the fiscal year to restructuring time which receives unqualified opinion by an accredited audit organization; the issuer’s financial statement of the first accounting period from the restructuring time to the end of the fiscal year which is audited by an accredited audit organization that it satisfies the conditions specified in Clause 3 Article 20 of the Law on Securities; the issuer’s latest quarterly financial statement (if any). Profitability is determined according to total post-tax profit on the pro forma financial statements of the last year and the first year;
c) In case the company registers the offering in the year succeeding the restructuring year onwards (in case of merger and acquisition, sale of assets), or in the second year after the restructuring year onwards (in case of consolidation): the latest annual financial statement audited by an accredited audit organization and the issuer’s latest quarterly financial statement (if any).
3. In the case where a company, after undergoing a restructuring process, conducts an IPO, its business performance for the two consecutive years preceding the year of offering registration must have been profitable and there must be no accumulated losses up to the year of offering registration, based on:
a) In case the company registers the offering within the restructuring year: pro forma financial statement of the 2 consecutive years preceding the year of restructuring which receives unqualified opinion from an accredited audit organization; the issuer’s latest quarterly financial statement (if any);
b) In case the company registers the offering within the year succeeding the restructuring year: pro forma financial statement of the 2 consecutive years preceding the year of restructuring which receives unqualified opinion from an accredited audit organization and the latest annual financial statement audited by an accredited audit organization; the issuer’s latest quarterly financial statement (if any);
In case of consolidation: the issuer’s pro forma financial statement of the year preceding the consolidation year which receives unqualified opinion from an accredited audit organization; the pro forma financial statement of the final accounting period from the starting day of the fiscal year to the consolidation time which receives unqualified opinion by an accredited audit organization and the issuer’s financial statement of the first accounting period from the consolidation time to the end of the fiscal year which is audited by an accredited audit organization; the issuer’s latest quarterly financial statement (if any). Profitability of the year preceding the year of offering registration is determined according to total post-tax profit on the pro forma financial statements of the last accounting period and the first accounting period.
c) In case the company registers the offering in the second year succeeding the restructuring year: the issuer’s annual financial statement of the two latest years which is audited by an accredited audit organization, the issuer’s latest quarter financial statement (if any).
In case of consolidation: the issuer’s pro forma financial statement of the year preceding the consolidation year which receives unqualified opinion from an accredited audit organization; the pro forma financial statement of the final accounting period from the starting day of the fiscal year to the consolidation time which receives unqualified opinion by an accredited audit organization and the issuer’s financial statement of the first accounting period from the consolidation time to the end of the fiscal year which is audited by an accredited audit organization; the issuer’s financial statement of the year preceding the year of offering registration which is audited by an accredited audit organization; the issuer’s latest quarterly financial statement (if any). Profitability of the second year preceding the year of offering registration is determined according to total post-tax profit on the pro forma financial statements of the final accounting period from the starting day of the fiscal year to the consolidation time and the financial statement of the first accounting period from the consolidation time to the end of the fiscal year of the issuer.”.
18. Addition of a few clauses to Article 31:
a) Addition of clause 1a before clause 1 Article 31:
“1a. In case a public company makes an FPO of shares, public offering of convertible bonds or warrant-linked bonds after restructuring or a company makes a public offering of bonds after restructuring, the application for securities offering shall comply with the provisions of clauses 1, 2, 3 and 4 of this Article.”.
b) Addition of Clause 5 after Clause 4 of Article 31:
“5. In the case where a company conducts an IPO of shares after restructuring, the application for offering registration shall comply with the regulations on application for IPO of shares, in which the annual financial statements audited by an accredited audit organization for the two years immediately preceding the year of offering registration are replaced by the following reports:
a) In case the company makes the offering within the restructuring year: the financial statements of the 2 consecutive years preceding the year of restructuring of the enterprises involved in the restructuring must be audited by accredited audit organizations and pro forma financial statement of the 2 consecutive years preceding the restructuring year of the issuer must receive unqualified opinion from an accredited audit organization;
In case of consolidation: the annual financial statements of the last two years of the enterprises involved in the restructuring must be audited and the financial statements for the final accounting period from the beginning of the fiscal year to the time of the restructuring for the enterprises involved in the restructuring must also be audited; the pro forma financial statements for the two years preceding the consolidation year of the issuer which must be certified by an accredited audit organization.
b) In case the company registers the offering within the restructuring year: the financial statements of the 2 consecutive years preceding the year of offering registration of the issuer must be audited by accredited audit organizations; and financial statement of the last year preceding the restructuring year of the enterprises involved in the restructuring must be audited by an accredited audit organization and the pro forma financial statement of the year preceding the restructuring of the issuer must receive unqualified opinion from an accredited audit organization;
In case of consolidation: the financial statement of the year preceding the consolidation year and the financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the enterprises involved in the consolidation must be audited; the pro forma financial statement of the year preceding the consolidation year of the issuer must be ensured by an accredited audit organization; the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidated company must be ensured by an accredited audit organization and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the issuer must be audited by an accredited audit organization.
c) In case the company registers the offering in the second year succeeding the restructuring year: the annual financial statements of 02 consecutive years preceding the year of the public offering registration of the issuer.
In case of consolidation: the annual financial statement of the year preceding the consolidation year and the financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidated enterprises must be audited; the pro forma financial statement of the last accounting period from the beginning date of the fiscal year to the consolidation date of the consolidated company must be ensured by an accredited audit organization and the financial statement of the first accounting period from the consolidation date to the end of the fiscal year of the issuer must be audited by an accredited audit organization; the financial statement of the year preceding the year of offering registration of the issuer must be audited by an accredited audit organization.
d) In the case where the company registers the public offering from the third year following the restructuring year, the application for the IPO of shares shall comply with the provisions set out in Article 11 of this Decree.”.
19. Amendments to Clauses 3 and 5 Article 41:
a) Amendments to Clause 3 Article 41:
“3. Within 07 working days from the receipt of the notification from SSC of requesting completion of the procedures for issuance of the Certificate of registration of public securities offering, the issuer/the offering shareholder shall send SSC 06 copies of the official prospectus, official information disclosure (in the case of public bond offerings in Vietnam by international financial institutions) to complete the procedures for granting the Certificate of registration of public securities offering.”.
b) Amendments to Clause 5 Article 41:
“5. Within 07 working days from the issuance of the Certificate of registration of public securities offering, the issuer/the offering shareholder shall disclose the Issuance notice on 01 online newspaper or 03 consecutive issues of a printed newspaper according to Clause 3 Article 25 of the Law on Securities and disclose it on the websites of the issuer or the offering shareholder if it is an organization (if any) and SSC. The official prospectus and the official information disclosure (in the case of a public offering of bonds in Vietnam by an international financial institution) must be simultaneously published on the website of the issuer or the offering shareholder if it is an organization (if any), and the SSC.”.
20. Amendments to Point a Clause 2 Article 43:
“a) The issuance plan shall specify: purposes of the offering, intended quantity of shares to be offered; offer price or rules for determination of offer price and authority of the Board of Directors to determine the offer price; criteria for investor selection; strategic investors; approval or delegation of power to the Board of Directors to approve the list of professional securities investors and the quantity of shares offered to each investor.
Persons whose interests are relevant to the offering must not vote.”.
21. Amendments to Point a Clause 1 Article 45:
“a) The issuance plan shall specify: purposes of the offering, quantity of offered shares; offer price or rules for determination of offer price or delegation of power to the Board of Directors to determine the offer price; criteria for investor selection; list of strategic investors and quantity of shares offered to each investor. Persons whose interests are relevant to the offering must not vote.”.
22. Amendments to Point a Clause 1 Article 47:
“a) The issuance plan shall specify: the types of offered shares; attributes of warrant-linked preference shares; quantity of warrant-linked preference shares; offer price or rules for determination thereof or authority of the Board of Directors to determine the offer price; criteria for investor selection; strategic investors; approval or delegation of power to the Board of Directors to approve the list of professional securities investors, the quantity of shares offered to each investor; plan for exercising warrants (conditions, time limits, exercising ratios; issue price or method for calculation thereof; approval or delegation of power to the Board of Directors to approve the plan for assuring conformable foreign ownership ratio, other terms).
Persons whose interests are relevant to the offering must not vote.”.
23. Amendments to Clause 4 of Article 49:
“4. The latest annual financial statement of the company whose shares or stakes are swapped must be audited by an accredited audit organization. The accounting period of the latest annual financial statement must be at least 12 months. The auditor’s opinion on the financial statement must be an unqualified opinion.”.
24. Amendments to Clause 2 of Article 50:
“2. The decision of the GMS of the issuer to approve the issuance plan, which must specify: purposes of the issuance; intended quantity of shares to be issued; list of investors; intended quantity of shares to be swapped of each investor; method for determination and ratio of swap. The Board of Directors shall send reports to the GMS on the method of determination and the ratio of swap, as well as the opinion of an independent valuation organization (if any), for the GMS to consider and decide, ensuring the transparency, disclosure and alignment with market prices.
Persons whose interests are relevant to the issuance must not vote.”.
25. Amendments to Clause 6 of Article 53:
“6. The conditions specified in Points a and e Clause 1 Article 15 of the Law on Securities, Clauses 5, 6 Article 49 of this Decree are satisfied.”.
26. Amendments to Clause 10 of Article 54:
“10. The documents specified in Clauses 5, 6 Article 50 of this Decree.”.
27. Amendments to Clause 5 of Article 57:
“5. The conditions specified in Clauses 2, 5, 6 Article 49 of this Decree are satisfied.”.
28. Amendments to certain clauses of Article 58:
a) Amendments to Clause 2 Article 58:
“2. The decision of the GMS to approve the issuance plan, which shall specify: purposes of the issuance, intended quantity of shares to be issued, list of creditors, values of the debts to be swapped and intended quantity of shares to be swapped of each creditor; method for determination and ratio of swap. The Board of Directors shall send reports to the GMS on the method of determination and the ratio of swap, as well as the opinion of an independent appraisal organization (if any), for the GMS to consider and decide, ensuring the transparency, disclosure and alignment with market prices. Persons whose interests are relevant to the issuance must not vote.”.
b) Amendments to Clause 5 Article 58:
“5. The conditions specified in Clauses 5, 6, 8, 9 Article 50 of this Decree are satisfied.”.
29. Amendments to Point a Clause 2 Article 62:
“a) The equity for increasing share capital shall be determined according to the latest annual financial statement which is audited by an accredited audit organization, including the following sources: share premium, development investment fund; undistributed post-tax profit; other funds (if any) used for increasing charter capital as prescribed by law;”.
30. Amendments to certain clauses of Article 64:
a) Amendments to Clause 1 Article 64:
“1. There is a plan for issuance of shares under an employee share ownership plan (ESOP) approved by the GMS, which must specify the target participants, the quantity of shares to be issued, the criteria for employees to participate in the ESOP, the issue price, or the principles for determining the issue price, and delegation of power to the Board of Directors to determine the issue price.”.
b) Amendments to Clause 3 Article 64:
“3. There is a list of employees eligible for ESOP, the quantity of ESOP shares and execution time that are approved by the GMS (or the Board of Directors if authorized by the GMS).”.
c) Amendments to Clause 8 Article 64:
“8. The ESOP shares will be restricted from transfer for at least 01 year from the ending date of the offering, except in cases where shares are repurchased in accordance with the ESOP.
Shares that are subject to transfer restrictions and are repurchased by the company according to the ESOP will no longer be subject to transfer restrictions; the company is permitted to sell the repurchased shares in accordance with the guidelines of the Minister of Finance.”.
31. Amendments to Clauses 2 and 3 Article 65:
“2. The decision of the GMS to approve the issuance plan.. Persons whose interests are relevant to the issuance must not vote on these issues.”.
3. The decision of the GMS (or the Board of Directors if authorized by the GMS) to approve the list of employees eligible for ESOP, the quantity of ESOP shares and execution time, or the plan to sell the repurchased shares (In cases where the company repurchases shares of employees). Persons having interests relevant to the issuance must not vote on these issues.”.
32. Amendments to Clause 3 of Article 86:
“3. Within 07 working days from the receipt of the satisfactory application, SSC shall announce in writing the receipt of the satisfactory application for tender offer and post the announcement on its website. In case the application is rejected, SSC shall make a written response and provide explanation.”.
33. Amendments to certain Points of Clause 1 of Article 105:
a) Amendments to Point a Clause 1 Article 105:
“a) The member is suspended from securities brokerage or proprietary trading; suspended from securities depository, securities transaction settlement for depository members; suspended from securities transaction clearing and settlement for clearing members;”.
b) Addition of Point e1 after point e clause 1 of Article 105:
“e1) At the request of the VSDCC, in the cases specified in point e clause 1 Article 156 of this Decree;”.
34. Addition of Article 106a after Article 106:
“Article 106a. ETF market makers
1. Conditions for a securities company to be eligible for an ETF market maker
a) Be a trading member of the VNX in the listed market;
b) Be a founding member of the fund;
c) Have employees operating as market makers who hold securities practicing certificates;
d) Have business procedures regarding the market making.
2. An application for registration as an ETF market maker
a) The application as a market maker form No. 25A in the Appendix hereof;
b) An unexpired copy of the ETF contract with the securities investment fund management company;
c) A list of employees operating as market makers accompanied by personal information forms using Form No. 67 of the Appendix enclosed with this Decree and copy of the securities practicing certificate;
d) The business procedures regarding the market making.
3. Within 07 working days from the receipt of a valid application for registration as an ETF market maker, the VNX shall issue a decision to approve the applicant as an ETF market maker; in case of refusal, a written response must be provided, clearly stating the reasons. ETF market makers shall have rights and obligations related to the market making in accordance with the regulations of the VNX.
4. The VNX shall suspend the market making of an ETF market maker in the following cases:
a) The ETF market maker is suspended from trading in the listed market;
b) The ETF market maker fails to satisfy the conditions specified in points b and c Clause 1 of this Article and does still not satisfy by the deadline imposed by the VNX;
c) The ETF market maker does not comply with any of the obligations of a market maker and the VNX deems it necessary to suspend the market making.
5. Voluntary cancellation of ETF market maker’s membership
a) An application for voluntary cancellation of ETF market maker’s membership shall include the application for revocation of market maker’s membership form No. 27A of the Appendix enclosed herewith; and the ETF market making contract termination record;
b) Within 07 working days from the receipt of a valid application in accordance with the provisions at point a of this clause, the VNX shall issue a decision to cancel the ETF market maker’s membership.
6. The VNX shall mandatorily cancel the ETF market maker’s membership in the following cases:
a) Upon the expiration of the market-making suspension period, the ETF market maker fails to remedy the causes that led to the suspension;
b) The ETF market maker has their membership on the listed market cancelled by the VNX.”.
35. Amendments to the title of Article 107; amendments to certain points and clauses of Article 107:
a) Amendments to the title of Article 107:
“Article 107. General provisions on securities listing”
b) Amendments to Points d and dd Clause 1 Article 107:
“d) In case the valid application for listing is sent to the VNX after the deadline for disclosing the quarterly financial statement to the listed company, the financial statement must be included in the application submitted by the listing applicant. If the application is submitted after the ending date of the period covered by the half-yearly financial statement, the application must include the half-yearly financial statement which is reviewed or audited by an accredited audit organization;
dd) In case the listing applicant issues shares to increase charter capital after the end of the latest audited accounting period (except scrip issue, issuance of shares to increase share capital from equity, issuance of bonus shares to employees, issuance of shares for bond conversion), the report on the additional charter capital which was audited by an accredited audit organization or the financial statement which was audited by an accredited audit organization must be included.”.
c) Addition of Clause 4 after clause 3 of Article 107:
“4. The business performance, accumulated losses, equity of listing applicants and listed organizations shall be considered according to the provisions of clause 8 Article 7 hereof.”.
36. Amendments of certain points and clauses of Article 109:
a) Amendments to Point c Clause 1 Article 109:
“c) ROE of the year preceding the listing year shall be at least 5% and the business performance of 02 consecutive years preceding the year in which the listing is applied for (hereinafter referred to as “year of listing registration”) is profitable; there is not accumulated loss according to the latest audited annual financial statement or examined/audited half-yearly financial statement in case the application is submitted after the ending date of the period covered by the half-yearly financial statement;
In cases where an listing applicant conducts an IPO of shares simultaneously with the listing and submits a valid application to the VNX within 60 days from the end of the fiscal year, the aforementioned indicators shall be determined according to the audited annual financial statements in accordance with the provisions specified in Point c, Clause 1, Article 111a of this Decree;”.
b) Amendments to Clause 2 Article 109:
“2. The classification, arrangement of listed shares shall comply with criteria in the listing regulations of VNX, including one or some criteria on charter capital, net worth, operating period, financial status, ratio of shareholders, company administration.”.
37. Amendments to Point b Clause 1 Article 110:
“b) The listing prospectus form No. 29 in the Appendix hereof; the decision issued by a competent regulatory authority to approve the equitization scheme if the applicant is an equitized enterprise); the decision of the GMS to approve the listing of shares;”.
38. Addition of Article 111a before Article 111:
“Article 111a. Registration of both share listing and IPO of shares of joint-stock companies
1. An applicant for share listing, when submitting the application for both IPO of shares and share listing, is responsible for submitting the following documents to the VNX:
a) The documents specified in Points a, dd, g Clause 1 Article 110 of this Decree;
b) The listing prospectus form No. 29A in the Appendix enclosed herewith; the decision of the GMS to approve the listing of shares;
c) The financial statements of the last 02 consecutive years preceding the year of listing registration of the listing applicant as prescribed in Clause 4 Article 11 of this Decree;
d) Report on the contributed charter capital as of the time of registration of IPO of shares in accordance with point k, clause 1, Article 18 of the Law on Securities.
2. Within 30 days from the receipt of a valid application in accordance with the provisions of Clause 1 of this Article, the VNX shall notify the listing applicant in writing of the fulfillment of the requirement (being a joint-stock company whose contributed charter capital at the time of listing registration is 30 billion VND or more in accordance with point a, Clause 1, Article 109) and the requirements specified in points c, e, and g, Clause 1, Article 109 of this Decree; in case of refusal, a written response must be provided, stating the reasons clearly. The written notification from the VNX sent to the listing applicant must be simultaneously submitted to the SSC.
3. Within 01 working day from the date the VNX receives the notification from the SSC of the acknowledgment of the report on the results of the IPO of shares, the VNX shall issue a written request for the listing applicant to provide additional documents as follows:
a) The written request for continued consideration of the listing registration made using Form No. 28B of the Appendix enclosed herewith;
b) The updated Prospectus made using Form No. 29B in the Appendix hereof;
c) Certificate of enterprise registration, establishment and operation license or other equivalent legal documents, which includes updates on the charter capital of the listing applicant after the IPO of shares;
d) The documents specified in Point c and Point d Clause 1 Article 110 of this Decree.
4. Within 15 days from the date the SSC notifies the receipt of the report on the results of the IPO of shares, the listing applicant is responsible for submitting additional documents specified in Clause 3 of this Article to the VNX where the listing is applied for.
5. Within 15 days from the receipt of valid documents in accordance with the provisions of Clause 3 of this Article, if the listing applicant meets the net worth requirements stipulated in Point a, Clause 1, Article 109 and the requirements specified in Points d and dd, Clause 1, Article 109 of this Decree, the VNX shall issue a decision to approve the listing of shares. In case of refusal, the VNX must have a written response which specifies the reasons for the refusal.
6. Within 5 working days from the date the VNX issues the decision to approve the listing of shares, the listing applicant must register the first trading day for the listed shares (the trading day must be at least 6 working days after the VNX receives the written request from the listing applicant, but no more than 30 days from the date the VNX issues the decision to approve the listing). The VNX issues a notification of the first trading day for listed shares after receiving the application form for the first trading day for the listed shares from the listing applicant and the written confirmation from the VSDCC that the shares have been applied for with the VSDCC.”.
39. Amendments to the title of Article 111; amendments to clause 2 of Article 111:
a) Amendments to the title of Article 111:
“Article 111. Procedures for registration of share listing that does not fall under the case of registration of both share listing and IPO of shares, and procedures for listing fund certificates”.
b) Amendments to Clause 2 Article 111:
2. The listing applicant must ensure that the securities are traded in accordance with the provisions set forth in Clause 6, Article 111a of this Decree.”.
40. Amendments of certain points and clauses of Article 113:
a) Amendments to Clauses 1 and 2 Article 113:
“1. In the cases specified in Points a, c Clause 1 Article 112 of this Decree, the application for listing shall contain the documents specified in Points a, b, c, g, h Clause 1 Article 110 of this Decree, the financial statement mentioned in Point h Clause 1 Article 110 of this Decree shall be replaced with the annual financial statements of the latest 02 years that are audited by accredited audit organizations of the consolidating enterprises.
2. In the cases specified in Point a, c Clause 1 Article 112 of this Decree, the application for listing shall contain the documents specified in Points a, b, c, g, h Clause 1 Article 110 of this Decree, the financial statement mentioned in Point h Clause 1 Article 110 of this Decree shall be replaced with the annual financial statements of the last 02 years of the consolidating enterprises and the pro forma financial statement of the listing applicant of the year preceding the consolidation that are audited by accredited audit organizations.”.
b) Amendments to Point b Clause 7 Article 113:
“b) Within 30 days from the receipt of the satisfactory application, the VNX shall issue a decision to approve the listing, or issue a written rejection and provide explanation. The listing applicant must ensure that the shares are traded in accordance with the provisions set forth in Clause 6, Article 111a of this Decree.”.
41. Amendments of certain points and clauses of Article 114:
a) Amendments to Point d Clause 2 Article 114:
“d) The documents specified in Point b Clause 1 of this Article.”.
b) Amendments to Point c Clause 7 Article 114:
“c) Within 5 working days from the date the VNX issues the decision to approve the continued listing and additional listing, the listed organization must register trading days for the new securities (the trading day must be at least 6 working days after the VNX receives the written request from the listed organization, but no more than 30 days from the date the decision to approve the listing change is issued). In cases where additional listed securities include securities restricted from transfer, the listed organization shall simultaneously register the trading date of the restricted securities at a specific point in time after the restriction period ends. The VNX shall issue a notification of the first trading day for the approved listed shares after receiving the registration for the first trading day of the listed shares from the listing organization and the application form for the first trading day for the listed shares of the listing applicant and the written confirmation from the VSDCC that those shares have been registered with the VSDCC.”.
42. Amendments of certain points and clauses of Article 115:
a) Amendments to Point b Clause 2 Article 115:
“b) The report on the contributed charter capital of the divided company after the division date which is audited by an accredited audit organization; the financial statements of the last 02 consecutive years preceding the division year of the divided company;”.
b) Amendments to Point b Clause 8 Article 115:
“b) Within 07 days from the receipt of the satisfactory application, the VNX shall issue a decision to approve the continued listing, or issue a written rejection and provide explanation. The listing applicant must ensure that the shares are traded in accordance with the provisions set forth in Clause 6, Article 111a of this Decree.”.
c) Amendments to Point b Clause 9 Article 115:
“b) Within 30 days from the receipt of the satisfactory application, the VNX shall issue a decision to approve the continued listing, or issue a written rejection and provide explanation. The listing applicant must ensure that the shares are traded in accordance with the provisions set forth in Clause 6, Article 111a of this Decree.”.
43. Amendments to the title of Article 117; amendments to points b and c clause 2 of Article 117:
a) Amendments to the title of Article 117:
“Article 117. Changing the registration of share listing, closed-end fund certificates when changing the quantity of listed shares/fund certificates without merger, partial division or restructuring of enterprises”
b) Amendments to point b and point c Clause 2 Article 117:
“b) Revised Certificate of registration of establishing a securities investment fund, revised establishment and operation license of the investment company, revised operating license of a credit institution following the issuance in the case where the credit institution collects money for the issued fund certificates;
c) The report on contributed charter capital that has been audited by an accredited audit organization, except in cases of scrip issue, issuance of shares to increase share capital from equity, issuance of bonus shares to employees, issuance of shares for bond conversion.” .
44. Amendments of certain points and clauses of Article 118:
a) Amendments to Clause 2 Article 118:
“2. An application for listing of bonds
a) The written request for bond listing registration made using Form No. 28 or Form No. 28A of the Appendix enclosed herewith;
b) The register of bondholders of the listing applicant that was prepared within 01 month prior to the submission date of the application for listing; The bond listing prospectus prepared using Form No. 29C, Form No. 29D, or Form No. 29DD as stipulated in the Appendix issued together with this Decree.”.
b) Amendments to Point b Clause 3 Article 118:
“b) Within 5 working days from the date the VNX issues the decision to approve the listing of bonds, the listing applicant must register the first trading day for the listed bonds (the trading day must be at least 6 working days after the VNX receives the written request from the listing applicant, but no more than 30 days from the date the VNX issues the decision to approve the listing). The VNX issues a notification of the first trading day for listed bonds after receiving the application form for the first trading day for the listed bonds from the registered organization and the written confirmation from the VSDCC that the bonds have been applied for with the VSDCC.”.
45. Addition of Article 118a after Article 118:
“Article 118a. Bond listing registration changes
1. The listed organization shall change the bond listing registration in cases where the listed organization converts a portion of the bonds into shares, redeems a portion of the bonds before maturity, swaps a portion of the bonds, or in other cases that result in a change in the number of listed bonds.
2. An application for changes in listing registration shall contain:
a) The application form No. 31 in the Appendix hereof which must specify the reasons for changes and relevant documents;
b) The report on completion of the redemption of a portion of bonds or the conversion of a portion of bonds into shares or the swap of a portion of bonds, accompanied by documents proving that the redemption, conversion or swap of a portion of bonds has been completed.
3. Procedures for changing listing registration
a) Within 30 days from the ending date of the offering or issuance of shares converted from bonds or from the day on which the quantity of listed bonds is changed, the listed organization shall submit an application for changes in bond listing registration;
b) Within 05 working days from the receipt of the satisfactory application, the VNX shall issue a decision to approve the changes in listing registration.”.
46. Addition of Article 119a after Article 119:
“Article 119a. Listing of covered warrants
An application for initial listing of covered warrants (CW)
a) The application form No. 28C in the Appendix hereof;
b) The warrant adjustment disclosure sheet form No. 31B in the Appendix hereof (if any).
2. Procedures for approval for CW listing
a) The issuer, when reporting the results of the warrant offering to the SSC, shall simultaneously submit the application for warrant listing registration to the VNX, and the application for warrant depository to the VSDCC;
b) Within 3 working days from the receipt of the notification from the SSC of the receipt of the report on the results of the warrant offering and the valid application for listing, the VNX shall issue a decision to approve the listing of the warrant;
c) Within 2 working days from the receipt of the written confirmation from the VSDCC that the warrant has been registered at the VSDCC, the VNX shall issue a document concerning the trading of the warrant. The warrant is officially traded on the system on the second working day following the date the VNX issues a document regarding the trading of the warrant.
3. Changes in the CW listing registration due to changes in the quantity of listed CWs shall be listed if any of the following cases occur:
a) The listed organization conducts an additional offering for the previously offered warrants;
b) The ratio of total quantity of underlying securities converted from the offered warrants of all listed organizations to the total quantity of freely transferable underlying securities exceeds the limit under the guidance of the Minister of Finance. The delisting of warrants shall comply with the following principles:
The listed organization must delist outstanding warrants which have a remaining term of less than 02 months from the date the excess ratio occurs until the maturity date.
In cases where the quantity of outstanding warrants is less than 5% of the quantity previously offered, 80% of the previously offered warrants shall be delisted;
In cases where the quantity of outstanding warrants ranges from 5% to 10% of the quantity previously offered, 70% of the previously offered warrants shall be delisted;
c) The listed organization may partially delist the warrants after at least 30 days from the listing date according to the following principles: the remaining warrants (after delisting) must reach at least 10% of the warrants originally offered.
4. An application for changing CW listing registration
a) The application form No. 31A in the Appendix hereof;
b) The decision of the Board of Directors, the Board of Members, or the company’s owner to approve the change of listing (in the case stipulated in point c, Clause 3 of this Article);
c) The warrant adjustment disclosure sheet form No. 31B in the Appendix hereof (if any).
5. Procedures for approving changes to the CW listing registration in cases specified in Point a, Clause 3 of this Article:
a) The issuer, when reporting the results of the warrant offering to the SSC, shall simultaneously submit the application for changing the warrant listing registration to the VNX, and the application for warrant depository to the VSDCC;
b) Within 3 working days from the receipt of the notification from the SSC of the receipt of the report on the results of the warrant offering and the valid application for changing listing registration, the VNX shall issue a decision to approve the change in listing registration;
c) Within 2 working days from the receipt of the written confirmation from the VSDCC that the warrant has been registered at the VSDCC, the VNX shall issue a document concerning the trading of the warrant whose listing registration has been changed. The increased warrants are officially traded on the system on the second working day following the date the VNX issues a document regarding the trading of the warrants whose listing registration has been changed.
6. Procedures for changing the CW listing registration in cases specified in Point b, Clause 3 of this Article:
a) The VNX shall notify the listed organizations whose warrants are listed based on the same underlying asset of the requirement to partially delist certain warrants, while also requiring these listed organizations to report the number of outstanding warrants with a remaining term of less than 02 months from the date the excess ratio occurs until the maturity date;
b) Within 2 working days from the date the VNX issues a notification in accordance with the provisions at point a of this clause, listed organizations shall submit to the VNX the application for changing the warrant listing registration;
c) Within 5 working days from the date the VNX sends a notification to the listed organizations, based on the applications of the listed organizations and after reviewing the Risk management report for organizations that fail to submit their applications, the VNX shall issue a decision on the change in the warrant listing.
7. Procedures for changing the CW listing registration in cases specified in Point c Clause 3 of this Article:
Within 07 working days from the receipt of a valid application for changes in listing registration, the VNX shall issue a decision on the change in the warrant listing. In case of refusal, the VNX must have a written response which specifies the reasons for the refusal.”.
47. Amendments of certain points and clauses of Article 120:
a) Amendments to Points b, c, dd, e, i, l and o Clause 1 Article 120:
“b) The listed organization applies for suspension from its business operations or has its operations suspended for one year or more or has its business operations terminated according to requests or decisions of the business registration authority or a competent state agency;
c) The listed organization has its operating license revoked;
dd) Shares are not put into trading within 30 days from the day on which listing registration is approved by the VNX;
e) The listed organization incurs losses in 03 consecutive years or total cumulative loss exceeds the charter capital contributed in reality or has a negative equity in the latest audited annual financial statement;
i) The listed organization submits its audited annual financial statements behind schedules for 3 consecutive years or fails to submit audited financial statement of the preceding fiscal year by the end of the fiscal year;
l) The listed organization is subject to penalties in accordance with the decision of the competent authority regarding acts prohibited as prescribed in Clauses 1, 2, 3, and 7 of Article 12 of the Law on Securities;
o) The listed organization fails to fulfill its financial obligations to the VNX for more than 06 months from the deadline for such obligations as prescribed; other cases in which the delisting is deemed necessary by the VNX or SSC in order to protect interests of investors.”.
b) Amendments to Points a and d Clause 3 Article 120:
“a) The closed-end fund, real estate investment fund or public investment company no longer has at least 100 investors excluding professional securities investors during 6 consecutive months;
d) The fund certificates or shares are not put into trading within 30 days from the day on which listing registration is approved by the VNX;”.
c) Amendments to Clause 4 Article 120:
“4. Shares of public companies, closed-end fund certificates, real estate investment funds, ETFs and shares of securities investment companies that is subject to involuntary delisting may be traded for up to 30 days from the day on which the delisting decision is issued, except in the cases of delisting specified in Points c, d, dd and l Clause 1 and Points c, d, dd and e Clause 3 of this Article.”.
d) Amendments to Point a Clause 5 Article 120:
“a) The bonds have reached their maturity date (including cases where the listed organization extends the maturity period) or listed bonds are repurchased, converted or swapped entirely by the listed organization before their maturity date;”.
dd) Amendments to Point c Clause 5 Article 120:
“c) In the cases specified in Points b, c, h and l Clause 1 of this Article and Clause 2 Article 119 of this Decree; the issuer fails to put the bonds into trading as prescribed in Clause 3 Article 118 of this Decree.
e) Addition of Clause 5a after Clause 5 of Article 120:
“5a. Listed bonds of international financial institutions offered in Vietnam will be subject to involuntary delisting in the event that the bonds reach their maturity date or if all listed bonds are repurchased by the issuer prior to maturity.”.
g) Addition of Clause 7 after Clause 6 of Article 120:
“7. In special cases pertaining to the implementation of socio-economic tasks, as well as national security and defense tasks, the Prime Minister shall decide not to apply the involuntary delisting regulations specified in point e, clause 1 of this Article for each specific case.”.
48. Amendments of certain points and clauses of Article 121:
a) Amendments to Clause 2 Article 121:
“2. Eligibility requirements for voluntary delisting of CWs:
A listed organization possessing all outstanding CWs may propose the delisting of all outstanding CWs at least 30 days after the listing date.”.
b) Amendments to Point b Clause 3 Article 121:
“b) The decision of the GMS (for delisting of shares) or Investor Assembly (for delisting of fund certificates) or the Board of Directors or the Board of members or the owner (for delisting of CWs) to approve the voluntary delisting;”.
49. Amendments to Article 124:
“Article 124. Applications and procedures for listing of securities of foreign issuers
1. An application for listing shall include the documents specified in Clause 1 Article 110 of this Decree for listing of shares; the documents specified in Clause 2 Article 118 of this Decree for listing of bonds.
2. The procedure for listing registration on the VNX shall be conducted in accordance with Articles 111 and 118 of this Decree.
50. Amendments to Article 126:
“Article 126. Listing, trading securities at foreign stock exchanges
1. Public companies, securities companies, and securities investment fund management companies of Vietnam shall be listed and trade securities on foreign stock exchanges in accordance with the regulations of the host country where the securities are listed and traded.
2. Public companies, securities companies and securities investment fund management companies of Vietnam applying for listing and trading of securities on foreign stock exchanges must also offer securities abroad.”.
51. Amendments to Point b Clause 2 Article 131:
“b) Comply with regulations of Clauses 3, 4, 5 Article 128 of this Decree.”.
52. Amendments to Point b Clause 1 Article 133:
“b) Companies that are delisted involuntarily or voluntarily but still are public companies;”.
53. Amendments to Clauses 1 and 2 Article 135:
“1. Within 05 working days from the receipt of the satisfactory application, the Stock Exchange shall issue a decision to approve the trading registration and disclose information on the market.
2. Within 30 days from the date the Stock Exchange issues the decision to approve the share trading registration, the listing applicant must register the first trading day for the registered shares (the trading day must be at least 6 working days after the Stock Exchange receives the written request from the listing applicant, but no more than 30 days from the date the Stock Exchange issues the decision to approve the trading registration). The Stock Exchange issues a notification of the first trading day for registered shares after receiving the application form for the first trading day for the registered shares from the listing applicant and the written confirmation from the VSDCC that the shares have been applied for with the VSDCC.”.
54. Amendments to Point c Clause 3 Article 136:
“c) Within 5 working days from the date the Stock Exchange issues the decision to approve the change in trading registration, the listing applicant must register the first trading day for new shares (the trading day must be at least 6 working days after the Stock Exchange receives the written request from the listing applicant, but no more than 30 days from the date the Stock Exchange issues the decision to approve the change in trading registration). Cases of additional registered shares include shares with transfer restrictions. The listing applicant shall simultaneously register the trading date of the restricted shares at a specified time after the end of the transfer restriction period. The Stock Exchange shall issue a notification of the first trading day for the increased quantity of registered shares after receiving the application form for the first trading day for the registered shares from the listing applicant and the written confirmation from the VSDCC that the quantity of registered shares has been adjusted at the VSDCC.”.
55. Amendments to Clause 2 of Article 138:
“2. In case of direct investment mentioned in Point a Clause 1 of this Article, the foreign investor must register a securities trading code with a depository member so that the depository member can register with the VSDCC before carrying out investment activities.. In case of indirect investment mentioned in Point b Clause 1 of this Article, the foreign investor is not required to register securities trading code; the securities investment fund management company or the branch in Vietnam of a foreign fund management company entrusted by the foreign investor must register securities trading codes in accordance with Point d and Point dd Clause 2 Article 145 of this Decree.”.
56. Amendments to certain clauses of Article 139:
a) Amendments to Clause 2 Article 139:
“2. The maximum foreign ownership ratio in a public company that is an equitized enterprise shall comply with the provisions of the law on equitization. In cases where the law on equitization does not provide regulations, the provisions of Clause 1 of this Article shall apply.”.
b) Amendments to Clause 5 Article 139:
“5. In case the foreign ownership ratio in a public company exceeds the limit specified in Clause 1 of this Article, the public company must ensure that foreign ownership ratio in the company does not increase and its shareholders that are foreign investors and business organizations whose foreign investors hold more than 50% of charter capital may only sell their shares to domestic investors until the foreign ownership ratio in the public company shall comply with Clause 1 and clause 2 of this Article, except receipt of dividends in shares, receipt of bonus shares or purchase of shares during the follow-on offering by existing shareholders based on their entitlement ratio, receipt of shares due to consolidation, receipt of shares due to mergers, receipt of shares through inheritance or according to judgments or decisions of the Court, Arbitration or enforcement authorities, transfer of one’s share portfolio to a new securities deposit account corresponding to the assigned securities trading code, and other cases as stipulated by the relevant laws.”.
57. Amendments to the title and several points and clauses of Article 141:
a) Amendments to the title of Article 141:
“Article 141. Responsibility to notify the maximum foreign ownership ratio and to report changes in the maximum foreign ownership ratio of a public company”.
b) Amendments to Clause 2 Article 141:
“2. The public company shall be responsible for the accuracy and legality in determining the foreign ownership ratio for business lines as well as the maximum foreign ownership ratio in the company in accordance with Clause 1 and Clause 2 of Article 139 of this Decree.”.
c) Addition of point b1 after point b clause 4 Article 141:
“b1) The law on equitization stipulates changes to the maximum foreign ownership ratio.”.
58. Amendments to the title and several points and clauses of Article 142:
a) Amendments to the title of Article 142:
“Article 142. Application and procedures for notifying the maximum foreign ownership ratio and for reporting changes in the maximum foreign ownership ratio of a public company”.
b) Amendments to point b and point c Clause 1 Article 142:
“b) The Certificate of Enterprise Registration, establishment and operation license or confirmation of changes to enterprise registration information, including information about the registered business lines or documents of competent regulatory authorities confirming the registered business lines;
c) In cases where the public company is an enquitized enterprise in accordance with the provisions of clause 2 Article 139 of this Decree, written approval for equitization issued by a competent authority which specifies foreign ownership ratio in the company (if any);”.
c) Amendments to Point b Clause 2 Article 142:
“b) The documents specified in Point b and Point c Clause 1 of this Article.”.
d) Addition of Clause 2a after clause 2 of Article 142:
“2a. A public company is not required to submit documents under the provisions of points b and c, Clause 1, and point b, Clause 2 of this Article in the event that such documents have already been published on the Information Disclosure System of the SSC or information regarding the business lines registered by the public company has been posted on the National Business Registration Portal.”.
dd) Amendments to Clauses 3 and 4 Article 142:
“3. Within 07 working days from the receipt of the satisfactory documents, SSC shall send a written notification of the receipt of the satisfactory documents on notifying the maximum foreign ownership ratio or the documents notifying changes to the maximum foreign ownership ratio in a public company. This notification shall simultaneously be sent to the VSDCC and to the Stock exchange where the company is listed and where its shares are registered for trading; in the case of refusal, a written response must be provided, specifying the reasons.
4. The VSDCC shall update and adjust the maximum foreign ownership ratio in public companies on the system within 2 working days from the date of receipt of the written notification from the SSC as prescribed in Clause 3 of this Article, or at the time specified in the written notification from the SSC.”.
59. Amendments to Clause 1 of Article 143:
“1. Business organizations that are public companies, public securities investment companies, close-end securities investment funds and member funds and other foreign-invested business organizations shall apply regulations on the foreign ownership ratio, procedures for investment in the securities market as applicable to foreign investors if foreign investors hold more than 50% of the charter capital, except for securities companies conducting hedging activities or market-making in accordance with the guidance of the Minister of Finance.”.
60. Amendments to Point a Clause 2 Article 145:
“a) A foreign securities company or a foreign securities investment fund management company shall be granted 02 securities trading codes: one securities trading code for the company’s own trading activities and one securities trading code for trading management activities of the company’s clients;”.
61. Amendments of certain points and clauses of Article 146:
a) Amendments to point c and point d Clause 3 Article 146:
“c) Within 01 working day from the receipt of information from the depository member, VSDCC shall send an electronic confirmation on the online securities trading code to the depository member. In cases of refusal, the VSDCC must make a response on the system and clearly state the reasons;
d) Within 05 working days from the receipt of the electronic confirmation from the VSDCC, the depository member shall notify the securities trading code to the applicant and send a written confirmation of the securities trading code to the applicant when required.“.
b) Amendments to Clause 5 Article 146:
“5. The applicant for a securities trading code shall be legally responsible under Vietnamese law for the accuracy and honesty of the applicant for securities trading code registration. The depository member is responsible for reviewing the completeness and validity of the application for securities trading code registration; fully, accurately, and truthfully declaring the information provided by applicants in the system at the VSDCC; maintaining the complete application for securities trading code registration and providing it to the SSC upon written request.”.
62. Amendments of certain points and clauses of Article 147:
a) Amendments to Point c Clause 2 Article 147:
“c) Upon the request of the depository member after the depository member has received a request to cancel the securities trading code from an organization or individual.”.
b) Addition of Clause 2a and Clause 2b after Clause 2 Article 147:
“2a. Procedures for canceling the securities trading code in cases prescribed at Point c, Clause 2 of this Article
a) The organization or individual shall submit a written request for cancellation of securities trading code to the depository member using Form No. 43 in the Appendix enclosed herewith;
b) The depository member shall declare information in the written request on the system at the VSDCC;
c) Within 01 working day from the receipt of the information declared by the depository member, VSDCC shall send an electronic confirmation on cancellation of the securities trading code to the depository member. In cases of refusal, the VSDCC must make a response on the system and clearly state the reasons;
d) Within 01 working day from the receipt of the electronic confirmation of cancellation of the securities trading code from the VSDCC, the depository member shall send a notification to the organization or individual.
2b. The organization or individual shall be legally responsible under Vietnamese law for the accuracy and honesty of the information mentioned in the application for cancellation of the securities trading code. The depository member is responsible for reviewing the completeness and validity of the application for cancelation of the securities trading code; fully, accurately, and truthfully declaring the information provided by applicants in the system at the VSDCC; maintaining the complete application for cancelation of the securities trading code and providing it to the SSC upon written request.”.
63. Amendments to Article 148:
“Article 148. Changes in information related to securities trading codes
1. The securities trading code holder shall follow procedures for changing information related to securities trading codes opened at the depository member in the following cases:
a) Change of the depository member;
b) Change of name, country/territory where the code holder operates, headquarters address, business registration number if the code holder is an organization;
c) Change of name, nationality, mailing address, passport number or ID number if the code holder is an individual.
2. Documents on information changes
a) Report on changing information of the organization or individual granted securities trading code using form No. 44 in the Appendix enclosed herewith;
b) The business registration certificate or establishment and operation license that has the changes or other documents about the changes using form No. 42 in the Appendix hereof in case of changes specified in Point b Clause 1 of this Article;
c) The new passport or ID card in case of changes specified in Point c Clause 1 of this Article
3. Reporting procedures
a) In case of changes specified in Point a Clause 1 of this Article, the code holder shall follow reporting procedures before making the change. In case of changes specified in Point b or Point c Clause 1 of this Article, the code holder shall follow reporting procedures within 30 days after making the change;
b) The code holder shall submit the documents specified in Clause 2 of this Article to the depository member;
c) The depository member shall complete form No. 44 in the Appendix hereof on the system at the VSDCC (except information on passport number or ID number if the code holder is an individual and the business registration number if the code holder is an organization);
d) Within 01 working day from the receipt of the information declared by the depository member, VSDCC shall adjust the information and send an electronic confirmation to the depository member. In cases of refusal, the VSDCC must make a response on the system and clearly state the reasons;
dd) Within 01 working days from the receipt of the electronic confirmation from the VSDCC, the depository member shall notify the confirmation of changes related to the securities trading code to the code holder and send a written confirmation of changes related to the securities trading code to the code holder when required.
4. The code holder shall be legally responsible under Vietnamese law for the accuracy and honesty of the documents on information changes. The depository member is responsible for reviewing the completeness and validity of the documents on information changes; fully, accurately, and truthfully declaring the information provided by the code holder in the system at the VSDCC; maintaining the complete documents and providing them to the SSC upon written request.”.
64. Amendments to certain clauses of Article 149:
a) Addition of Clause 3a and Clause 3b after Clause 3 Article 149:
“3a. The public company or issuer must complete the registration of securities with the VSDCC before making the securities available for trading on the Stock exchange’s trading system.
3b. Registering securities with the VSDCC does not indicate that such securities meet the conditions for listing or trading registration on the Stock Exchange.”.
b) Addition of Clause 4a after Clause 4 of Article 149:
“4a. The VSDCC shall provide information related to registered securities ownership at the request of competent authorities. Requests for information must clearly state the content, purpose and manner of providing the information as well as the legal basis for establishing the authority that are required to be provided. The VSDCC may refuse requests for information that are not in accordance with the provisions of this Decree and relevant laws. The agency requesting the provision of information shall be responsible for requesting the information and shall be responsible for keeping the provided information confidential.”.
65. Amendments to certain clauses of Article 150:
a) Amendments to Clause 1 Article 150:
“1. Central counterparty clearing shall apply to clearing and settlement of securities that are listed or registered on the securities trading system, except clearing and settlement of debt instruments and enterprise bonds.”.
b) Addition of Clause 4a after Clause 4 of Article 150:
“4a. After the subsidiary of the VSDCC was established to carry out securities transaction clearing activities under the central counterparty clearing, the implementation of clearing activities and the determination of obligations for securities settlement under the central counterparty clearing, as stipulated in this Decree, shall be conducted by the subsidiary based on the assignment from the VSDCC. The subsidiary shall allocate 5% of its annual revenue from its operations to establish an operational risk management fund to manage risks arising during the course of its operations. This allocation shall be considered an expense of the subsidiary when determining taxable income. The balance of the operational risk management fund shall not exceed 30% of the subsidiary’s charter capital. The Minister of Finance shall regulate the provision, management and use of the operational risk management fund of the subsidiary of the VSDCC.”.
66. Amendments to Clause 1 of Article 151:
“1. The service provider must be a securities company, a commercial bank or a foreign bank branch that has been granted a certificate of securities depository registration by the SSC.”.
67. Amendments of certain points and clauses of Article 156:
a) Amendments to Point dd Clause 1 Article 156:
“dd) Reject novation of sale of securities if ownership is not lawful, transactions of clearing members and non-clearing members, securities settlement through clearing members after the VSDCC requests the Stock Exchange to suspend transactions of these members; and other invalid transactions according to regulations of the Ministry of Finance; transactions in which the settlement will affect the safety of the securities clearing and settlement system; other invalid transactions as prescribed by the Minister of Finance;”.
b) Amendments to Clause 3 Article 156:
“3. Contribute 5% of annual revenue from operations of the VSDCC to establish an operational risk management fund to deal with risks during operations of the VSDCC. This provision shall be included in costs of VSDCC when determining taxable income. The balance of the operational risk management fund must not exceed 30% of the charter capital of VSDCC. The Minister of Finance shall specify the contribution, management and use of the operational risk management fund.”.
68. Addition of Clause 3 after Clause 2 of Article 157:
“3. In addition to the rights and obligations stipulated in Clauses 1 and 2 of this Article, the securities company as a clearing member shall exercise other rights and obligations in accordance with the law when coordinating in implementing securities clearing and settlement between the clearing member which is the securities company and the depository bank other than clearing member.”.
69. Amendments to Clause 4 of Article 169:
“4. Once securities with security interests are subject to cancellation of collective registration as prescribed by law, VSDCC shall notify the depository member where the securities are deposited as collateral, which will request the parties to complete procedures for cancelling registration of security interests. In case the parties fail to cancel registration of security interests, VSDCC shall automatically cancel the registration of security interests to cancel the securities registration.”.
70. Amendments to Clause 3 of Article 174:
“3. The issuance and adjustment of a certificate of enterprise registration, a business registration certificate, or a certificate of registration of business location at the business registration authority shall comply with enterprise laws after the securities company, securities investment fund management company, branch in Vietnam of the foreign securities company or the fund management company receives the license for establishment and securities operation, decisions on approval or adjustment of the license for establishment and securities operation, decisions on approval as prescribed in clause 1 of this Article. Finance and accounting of the securities company or securities investment fund management company or the branch of the foreign securities company shall comply with instructions of the Ministry of Finance.”.
71. Amendments to Point d and point dd Clause 2 Article 178:
“d) The latest audited annual financial statements of the foreign securities organization; in the case that the foreign securities organization is a parent company, audited consolidated financial statements must also be provided (if available); and the documents prescribed in Clause 3, Article 176, and Clauses 4, 5, 6, Article 177 of this Decree;
dd) In case the foreign securities organization is making investment in Vietnam, the following documents are also required: list of investment funds, investment portfolios in Vietnam confirmed by the depository bank issued by the investment funds in Vietnam.”.
72. Addition of Article 202a after Article 202:
“Article 202a. Offering CWs
1. Eligibility conditions for offering CWs
a) The issuer that is a securities company is permitted to conduct proprietary trading; it must have the minimum charter capital and equity of 1.000 billion VND according to the latest audited financial statements; it must not be in a state of suspension of operations;
b) There is a decision by the GMS, the Board of Members, or the company’s owner on approving the guidelines of offering CWs;
c) There is a decision by the GMS, the Board of Members, or the company’s owner on approving the plan for offering and listing CWs;
d) The latest annual financial statement must be audited by an accredited audit organization with unqualified opinions. In case the audit report has qualified opinions, they must not affect the eligibility conditions for offering; the issuer shall provide explanatory documents confirmed by the audit organization on the effects of the qualified opinions. In cases where valid documents are submitted within 60 days from the end of the fiscal year, the latest financial statements of the latest year may be unaudited but the financial statements of the immediately preceding year must be audited in accordance with the above regulations;
dd) There are collaterals including one, several or all of the following assets: cash, deposit certificates, deposit contracts; or be guaranteed by the depository bank. Collaterals must be deposited at a depository bank with an initial collateral value of at least 50% of the intended offering value of the CWs. A depository bank is not considered an affiliated party of the issuer under securities laws;
e) The issuer must open an escrow account to receive payments for the purchase of CWs of the offering in accordance with the provisions of Article 8 of this Decree;
g) Complying with the obligations to pay for CWs and other financial products in cases where CWs or other financial products have been previously offered.
2. An issuer may only conduct an additional offering when the quantity of outstanding CWs exceeds 80% of the total issued CWs and the remaining term of the CWs until the maturity date is more than 30 days. CWs offered in an additional offering must contain corresponding content of the CWs from the initial offering and adjustments to the CWs (if any), except for the quantity of CWs registered for the offering and the offering price.
3. An application for offering a CW
a) The application form No. 7A in the Appendix hereof;
b) The Resolution of the GMS, the Board of Members, or the Decision of the company’s owner on approving the guidelines of offering the CW; the total ceiling of CWs allowed to be offered or the ratio of the value of CW allowed to be offered to the company’s available capital value; the plan for assurance of payment and the fulfillment of obligations of the issuer towards the holder of CW in the event that the issuer becomes insolvent, merges, consolidates, dissolves or goes bankrupt;
c) The Resolution of the Board of Directors or the Board of members or the decision of company’s owner on approving the plan for offering and listing the CW in which the plan for issuance must specify: the type of warrant, the style of warrant, the underlying securities, the term of the warrant, the offering price or price range, the quantity of warrants, the execution price or execution price range. In cases where the issuance plan has not determined the offering price or execution price, the company must specify the offering price and execution price in the Issuance notice within the price range approved by the Board of Directors, the Board of Members or the company’s owner.
d) The prospectus prescribed in clause 4 Article 19 of the Law on Securities;
dd) The latest annual financial statement audited by an accredited audit organization. In cases where the valid application is submitted within 60 days from the end of the fiscal year, the latest financial statements of the latest year may be unaudited but the financial statements of the immediately preceding year must be audited;
e) An escrow contract for CW payment guarantee signed with a depository bank or a written confirmation of the depository bank’s CW payment guarantee. This document in the initial application submitted to the SSC may be replaced by a principle contract on the acceptance of collateral for the CW payment signed with the depository bank or by a written commitment on CW payment guarantee from the depository bank, but it must be sent to the SSC before the issuance of the Offering registration certificate;
g) Written confirmation by the bank or foreign bank branch that an escrow account for receiving payment for the CW of the offering has been opened.
4. The documents specified in Point dd, Clause 3 of this Article are exempt in cases where those documents have already been submitted to the SSC in accordance with the regulations on reporting and information disclosure.
5. In cases where the issuer has been granted a Certificate of CW offering registration, the application for the offering in additional offerings or in the initial offerings of other CWs shall include the documents specified at points a, c, d, e, g of Clause 3 of this Article; and the documents specified at points b and D of Clause 3 of this Article if there is new or amended content.
6. The procedures for CW offering registration are carried out as follows:
a) The procedures shall comply with the clauses 1, 2, 4, 5, 7, 8, 9 Article 41 of this Decree.
b) Within 07 working days from the receipt of the notification from SSC requesting completion of the procedures for grant of the Certificate of CW offering registration, the issuer shall send SSC 04 copies of the official prospectus.
c) The issuer shall conduct the distribution of CWs in accordance with the provisions of Article 26 of the Law on Securities, ensuring that the registration period for investors to purchase CWs is at least 03 days, and this period must be stated in the Issuance Notice. The issuer may transfer the undisbursed CWs into its proprietary account and continue to distribute them on the Stock exchange’s trading system after listing through market-making activities in accordance with the regulations of the Stock exchange.
7. The depository bank is chosen by the issuer and must have at least the following responsibilities:
a) Safeguard the collateral for the payment of the issuer; manage the segregation of the collateral from other assets of the issuer and other assets of the depository bank;
b) Implement the freezing of the collateral that have been deposited by the issuer;
c) Carry out activities of collection, payment, settlement and transfer of funds related to the operations of the issuer as requested legally by the issuer, the SSC, the Stock exchange, and the VSDCC;
d) Confirm that the report is prepared by the issuer related to the collateral;0}
dd) Report to the SSC upon discovering that an issuer is violating the law;
e) Collect fees for providing services related to CWs in accordance with legal regulations.
8. The Minister of Finance shall provide guidance on CWs; underlying securities of CWs; limits on offering, trading, settlement and execution of CWs; types and methods of execution of CWs; adjustments of CWs; market-making activities, risk management, protection of the rights of CW holders; reporting, information disclosure and other activities related to CWs.
73. Amendments of certain points and clauses of Article 213:
a) Amendments to Point b Clause 3 Article 213:
“b) Possess certificates of training in fund and asset management or equivalent certificates;”
b) Amendments to Point dd Clause 4 Article 213:
“dd) A lawful securities practicing certificate issued overseas or equivalent documents proving that the applicant is lawfully practicing securities in a foreign country; qualifications in securities or equivalent certificates;”.
c) Amendments to Clause 5 Article 213:
“5. The application for the securities practicing certification stipulated in Clause 4 of this Article shall simultaneously serve as the application for the securities practicing certification examination. In this application, the judicial record may be submitted to the SSC within 20 days from the date the results of the securities practicing certification examination are announced on the SSC’s official website..
The application submitted to the SSC will not be returned, even if it is rejected or the applicant does not take the examination. The applicant must pay the full examination fee as prescribed.”.
d) Addition of Clause 5a after clause 5 of Article 213:
“5a. The SSC shall organize securities practicing certification examinations, with the examination content consisting of two parts: the law on securities and the Vietnamese securities market, and the professional knowledge. Within 15 days from the ending date of the securities practicing certification examination, the SSC shall announce the results on the website of the SSC.”.
dd) Amendments to Clause 6 Article 213:
“6. Procedures for issuance of a securities practicing certificate
a) The SSC shall issue a physical or electronic securities practicing certificate to the examinee who has passed the examination. Within 30 days from the date of announcement of the securities practicing certification examination results on the website of the SSC, the SSC shall issue a decision to grant a certificate and notify the fee payment to the applicant. In cases of refusal or when a judicial record needs to be amended or supplemented, the SSC must respond in writing and specify the reasons for the refusal.
b) For cases requiring amendments or supplementations to the judicial record as stipulated in point a of this clause, the examinee must complete the judicial record as requested by the SSC within the time limit specified in Clause 8, Article 6 of this Decree. The SSC shall issue a decision to grant a securities practicing certificate and notify the applicant to pay the fee within 10 days from the date of completing the required application; in case of refusal, the SSC shall issue a written rejection and provide explanation.
c) In the case where an examinee does not pass a part of the securities practicing certification examination, the examinee is allowed to retake the part not passed within one (01) year from the date the SSC announces the results of the first or the latest securities practicing certification examination immediately following the examination in which the examinee participated. After this period, the examinee must retake both parts of the examination. In the case where the examinee registers retake of the part not passed of the examination, the examinee shall submit the application for the securities practicing certification examination and the application for the securities practicing certification in accordance with the provisions at points a, b, c, e of Clause 4 and Clause 5 of this Article.
e) Amendments to Clause 8 Article 213:
“8. The Minister of Finance shall regulate the fees for issuance and reissuance of securities practicing certificates; qualifications and equivalent certificates specified in point b, clause 1; point b, clause 2; and point b, clause 3 of this Article.”.
74. Amendments of certain points and clauses of Article 214:
a) Amendments to Point a Clause 1 Article 214:
“a) The certificate is revoked according to Point a or Point c Clause 3 Article 97 of the Law on Securities; is damaged or lost. In cases where a securities practicing certificate is revoked according to points a and c, Clause 3, Article 97 of the Law on Securities, the securities practicing certificate may be reissued to individuals who meet the conditions specified in Clauses 1, 2, and 3, Article 213 of this Decree, corresponding to the type of securities practicing certificate being requested for reissuance.”.
b) Amendments to Point b Clause 2 Article 214:
“b) In case the certificate is lost or damaged or the applicant’s personal information on the certificate is changed, the application for reissuance of securities practicing certificate shall consist of the written request using Form No. 85 in the Appendix hereof, the unexpired citizen ID card, ID card or passport; 02 4×6 cm photos taken within 06 months before the application is received by SSC; the securities practicing certificate issued by SSC unless it is lost.”.
c) Amendments to Clause 3 Article 214:
“3. Procedures for reissuance of a securities practicing certificate
a) For the case stipulated in point a, clause 2 of this Article, the procedures for reissuance of a securities practicing certificate shall be carried out in accordance with the provisions of clauses 5, 5a, 6, and 7 of Article 213 of this Decree;
b) In the case specified at point b, clause 2 of this Article, within 07 working days from the date of receiving a valid application, the SSC shall issue a decision to reissue the physical or electronic securities practicing certificate and send a notification of the fee payment to the applicant; in case of refusal, the SSC must issue a written rejection and provide explanation.”.
75. Amendments to Clause 2 of Article 215:
“2. Within 30 days from the date the SSC issues a decision to revoke the securities practice certificate and posts information about the revocation on the SSC’s website, in the case where the physical certificate was issued, the person whose certificate is revoked must return the securities practicing certificate to the SSC.”.
76. Amendments to Point d Clause 5 Article 216:
“d) Before January 20 each year, the company employing securities practitioners must submit a report to the SSC on the use of practitioners in the company during the immediately preceding year using Form No. 87 in the Appendix enclosed herewith. The report is prepared in the form of an electronic document on the database system of the SSC.
77. Amendments to Point d Clause 3 Article 232:
“d) Written confirmation of the depository bank, supervisory bank (if any) and securities investment fund management company specifying the money and assets distributed to each investor in accordance with the dissolution plan approved by the Investor Assembly or confirmation of VSDCC that securities have been distributed among investors as requested by the securities investment fund management company, depository bank, supervisory bank (if any) and investors; confirmation of the shareholder register management organization, the issuing organization and the enterprise receiving capital from the fund that ownership of shares/stakes has been transferred to each investor as requested by the securities investment fund management company.”.
78. Amendments to Clause 3 of Article 275:
“3. Members of the Board of Directors of a public company may concurrently hold the position of member of Board of Directors or Board of Members of up to 05 other companies.”.
79. Amendments to Clause 2 of Article 276:
“2. The number of non-executive members of a public company must meet the following regulations:
a) At least 01 non-executive member if the Board of Directors has 03 – 05 members;
b) At least 02 non-executive members if the Board of Directors has 06 – 08 members;
c) At least 03 non-executive members if the Board of Directors has 09 – 11 members.”.
80. Amendments to Clause 3 of Article 277:
“3. Each independent member of the Board of Directors shall prepare a report on performance of the Board of Directors.”.
81. Amendments to certain clauses of Article 278:
a) Amendments to Clause 8 Article 278:
“8. Provide training in company administration and necessary skills for members of the Board of Directors, the Director/General Director, the person in charge of company administration and other executive officers of the company”.
b) Addition of Clause 10 after Clause 9 of Article 278:
82. Amendments to Clause 4 of Article 280:
“4. Each independent member of the Board of Directors and results of the performance of each independent member of the Board of Directors (for listed company).”.
83. Addition of Clause 6 after Clause 5 of Article 291:
“6. The Director and General Director must not be related to the enterprise’s executives, controllers of the company and its parent company, the state capital representative or the enterprise’s capital representative in the company and its parent company as stipulated in point d, clause 46, Article 4 of the Law on Securities.
84. Amendments to Clauses 3, 4, 5 Article 293:
“3. A public company must not provide loans or guarantee for related persons of shareholders that are organizations, except in the following cases:
a) The public company is a credit institution;
b) The public company and the organization that is a related entity of the shareholder are companies in the same corporation or group, and the transactions is approved by the GMS or the Board of Directors as prescribed by the company’s charter; and the organization that is a related entity but is not a shareholder of the public company as stipulated in Clause 2 of this Article.
c) Other cases prescribed by law.
4. A public company may only carry out the following transactions after they are approved by the GMS:
a) Provision of loans or guarantees for members of the Board of Directors, members of the Board of Controllers, the Director/General Director, other executive officers that are not shareholders, organizations and individuals that are related to them. Provision of loans or guarantees for organizations that are related to members of the Board of Directors, members of the Board of Controllers, the Director/General Director, other executive officers of a public company and the organization (if it is a shareholder of the public company as prescribed in clause 2 of this Article) that are in the same corporation or group of companies, including parent-subsidiary companies or economic groups is subject to approval by the GMS or the Board of Directors as prescribed by the company’s charter.
b) Any transaction that is worth at least 35% of the total assets written in the latest financial statement or any transaction that causes the total transaction value in 12 months from the date of the first transaction reach at least 35% of the total assets written in the latest financial statement, or a smaller ratio or value specified in the company’s charter, between the public company and one of the following entities:
– Members of the Board of Directors, members of the Board of Controllers, the Director/General Director, other executive officers and their related persons;
– Shareholders, authorized representatives of shareholders that hold over 10% of the company’s ordinary shares and their related persons;
– Enterprises that are related to the entities specified in Clause 2 Article 164 of the Law on Enterprises;
c) Contract or transaction including loan or sale of assets that is valued at over 10% of the total value of assets recorded on the latest financial statement between the company and any shareholder that is holding at least 51% of voting shares or the shareholder’s related person.
5. The Board of Directors shall consider approving the contracts and transactions specified in Point b Clause 4 of this Article if they are worth less than 35% of the total value of assets in the latest financial statement, or a smaller ratio or value specified in the company’s charter.”.
85. Amendments to Clauses 1 and 2 Article 304:
“1. SSC shall issue the decision on suspension, termination of part or all trading activities of the Stock Exchange in one of the cases specified in Clause 1 Article 49 of the Law on Securities, restoration of part or all trading activities of the Stock Exchange in accordance with Clause 2 Article 49 of the Law on Securities.
2. The suspension period shall not exceed 05 working days. Where necessary, SSC may request the Minister of Finance to consider extending the suspension period for up to 05 more days.”.
86. Amendments to Article 305:
“Article 305. Partial suspension, termination or restoration of securities registration, depositing, clearing, settlement activities of VSDCC and its subsidiaries
1. SSC shall issue the decision on suspension, termination of part or all securities registration, depositing, clearing, settlement activities of VSDCC and its subsidiaries in one of the cases specified in Clause 1 Article 68 of the Law on Securities, restoration of part or all securities registration, depositing, clearing, settlement activities of VSDCC and its subsidiaries in accordance with Clause 2 Article 68 of the Law on Securities.
2. The suspension period shall not exceed 05 working days. Where necessary, SSC may request the Minister of Finance to consider extending the suspension period for up to 05 more days.
3. Within 24 hours after the decision on suspension, termination or restoration of securities registration, depositing, clearing, settlement activities as prescribed in clauses 1 and 2 of this Article is published on the website(s) of SSC, VSDCC and its subsidiaries shall implement and disclose information on their websites.”.
87. Addition of Clause 6 after Clause 5 of Article 307:
“6. In cases where securities trading activities are prohibited, organizations and individuals are only allowed to sell securities held in their securities trading accounts without purchasing securities to those accounts, except when conducting transactions or transfers in accordance with an effective court judgment or decision, an arbitration decision or inheritance in accordance with the law. During the period of prohibition from engaging in securities trading activities, the security holder is entitled to exercise the rights arising from the securities in the account in accordance with the provisions of the law.
88. Amendments to certain Points of Clause 1 of Article 308:
a) Amendments to point c and point d Clause 1 Article 308:
“c) Within 24 hours from the receipt of the decision to freeze the account, the VSDCC shall securities company shall freeze the securities on the trading account in the relevant securities deposit account (excluding securities pending payment for sales transactions already established in the securities trading system before the account is frozen) and the securities company where the account is held must freeze the trading account and notify the account holder of this action;
d) When the period of account freeze specified in the decision of the Chairperson of the SSC expires, or when there is a decision by the Chairperson of the SSC to unfreeze a securities trading account, the VSDCC shall carry out the unfreezing of securities in the related securities deposit account, and the securities company holding the frozen account shall unfreeze the securities trading account and simultaneously notify the account holder of this action;”.
b) Addition of Point dd after point d clause 1 of Article 308:
“dd) In cases where a securities account is prohibited, organizations and individuals are not allowed to purchase or sell securities held in their securities trading accounts, except when conducting transactions or transfers in the escrow account in accordance with an effective court judgment or decision, an arbitration decision or inheritance in accordance with the law. During the freezing period, the securities holder is entitled to exercise the rights arising from the securities in the account in accordance with the provisions of the law. Securities and funds in a securities trading account, after executing transactions, transferring according to a court judgment or decision that has entered into legal force, an arbitral award, inheritance under the law, or exercising rights arising from securities in the account, will continue to be frozen until the expiration of the freezing period or until an unfreezing decision is issued by the Chairperson of the SSC.”.
89. Amendments to certain clauses of Article 310:
a) Amendments to Clause 4 Article 310:
“4. Public companies having treasury shares that are purchased before the effective date of the Law on Securities No. 54/2019/QH14 may sell them or use them as bonus shares in accordance with the Law on Securities No. 70/2006/QH11, which is amended by the Law on Securities No. 62/2010/QH12 and their elaborating documents. These companies must not repurchase their own shares until the previously purchased treasury shares have been settled, except the case of repurchase of shares specified in Clause 2, clause 6 Article 36 of the Law on Securities No. 54/2019/QH14 which is amended by Law No. 56/2024/QH15.”.
b) Amendments to Clause 13 Article 310:
“13. No later than December 31, 2027, securities clearing and settlement activities under the central counterparty clearing shall be implemented in accordance with the provisions of this Decree. During the period before the implementation of the central counterparty clearing, the securities clearing and settlement activities shall be carried out in accordance with the regulations of the Minister of Finance.”.
c) Addition of Clause 13a after clause 13 of Article 310:
“13a. During the period before the securities clearing and settlement activities are implemented under the central counterparty clearing, a securities company that is a depository member may register as a trading member of the Stock Exchange.”.
d) Addition of Clause 21 after clause 20 of Article 310:
“21. Joint-stock companies that were corporatized under the corporatization laws prior to January 1, 2021, shall be governed by the provisions specified in Point d, Clause 1, Article 109 of this Decree.”.
Article 2. Supplementation and replacement of certain words, phrases and appendices; annulment of certain points, clauses, articles and appendices of Decree No. 155/2020/ND-CP
1. The phrase “Chứng minh nhân dân” (“old-style ID card”) is replaced with the phrase “Căn cước” (“new-syle ID card”) in point a, clause 3; point a, clause 4; and point a, clause 5 of Article 5; the phrases “báo cáo tài chính kỳ kế toán năm đầu tiên sau thời điểm cơ cấu lại” (“financial statements for the first accounting period after the restructuring date”) and “báo cáo tài chính kỳ kế toán năm đầu tiên sau thời điểm hợp nhất” (“financial statements for the first accounting period after the consolidation date”) is replaced with “báo cáo tài chính kỳ kế toán đầu tiên từ thời điểm cơ cấu lại đến ngày kết thúc năm tài chính” (“financial statements for the first accounting period from the restructuring date to the end of the fiscal year” in Articles 31, 32, and 33; the phrases “báo cáo tài chính kỳ kế toán năm cuối cùng trước thời điểm cơ cấu lại”, “báo cáo tài chính kỳ kế toán năm cuối cùng trước thời điểm hợp nhất” (“financial statements for the last accounting period before the restructuring date” and “financial statements for the last accounting period before the consolidation date” is replaced with the phrase “báo cáo tài chính kỳ kế toán cuối cùng từ ngày bắt đầu năm tài chính đến thời điểm cơ cấu lại” (“financial statements for the final accounting period from the beginning of the fiscal year to the restructuring date”) in Articles 31, 32, and 33; the phrase “trái phiếu doanh nghiệp” (“corporate bonds”) is replaced with the phrase “bonds” in Article 118; the phrase “doanh nghiệp” (“enterprise”) is repaced with the phrase “công ty đại chúng, công ty chứng khoán, công ty quản lý quỹ đầu tư chứng khoán” (“public company, securities company, investment fund management company”) in Article 128; the phrase “Tổng công ty lưu ký và bù trừ chứng khoán Việt Nam” (“Vietnam Securities Depository and Clearing Corporation/VSDCC”) is replaced with the phrase “VSDCC, its subsidiary” in point c clause 3 clause 4 Article 302 of Decree No. 155/2020/ND-CP.
2. The phrase “Giấy Chứng minh nhân dân/Số Chứng minh thư nhân dân/Giấy CMND/Số CMND/CMND/Căn cước công dân/Số CCCD/CCCD” is replaced with the phrase “Personal identification number (PIN)” and information about the issuance date and place of the old-style citizen ID Card/new-style Citizen ID card in Appendix Forms No. 06, 10, 24, 40, 64, 66, 68, 71, 76, 79, 82, 86, 87, 90, 103 of Decree No. 155/2020/ND-CP is annulled.
3. The phrase “Tổng công ty lưu ký và bù trừ chứng khoán Việt Nam” (“VSDCC”) is replaced with the phrase “Tên thành viên lưu ký” (“name of the depository member”), the phrase “có xác nhận của thành viên lưu ký” (“with confirmation by the depository member”) in Appendix Form No. 44 of Decree No 155/2020/ND-CP is annulled.
4. Appendix Forms No. 01, 05, 07, 11, 12, 13, 14, 15, 17, 23, 28, 29, 31, 32, 38, 39, 41, 42, 43, 67, 69, 85, 91 are amended; Appendx Forms No. 33, 34 issued with Decree No. 155/2020/ND-CP are annulled; Appendix Forms No. 07A, 07B, 25A, 27A, 28A, 28B, 28C, 29A, 29B, 29C, 29D, 29DD, 31A, 31B, 76A enclosed herewith are added.
5. Clause 7 of Article 49; Clause 7 of Article 50; point d of Clause 2 of Article 55; Clause 7 of Article 56; point e of Clause 1 of Article 85; point e of Clause 1, point d of Clause 3 of Article 110; point c of Clause 1 of Article 114; point dd of Clause 2 of Article 115; point d of Clause 1 of Article 116; points g, k, m of Clause 1, point c of Clause 6 of Article 120; Article 127; Clause 2 of Article 128; point d of Clause 1 of Article 134; point b of Clause 2 of Article 136; point b of Clause 1 of Article 137; point e of Clause 1 of Article 139; point c of Clause 4 of Article 141; point d of Clause 1 of Article 142; Clause 4 of Article 143; points dd and e of Clause 3 of Article 146; point d of Clause 1 of Article 152; Clauses 1, 5, 6, 7, 14 of Article 310 of Decree No. 155/2020/ND-CP are annulled.
Article 3. Transitional provisions
1. Organizations and individuals that have been licensed or approved by the SSC, the Stock Exchange, or the VSDCC before the effective date of this Decree are not required to undergo the licensing or approval procedures again under the provisions of this Decree.
2. Organizations and individuals who have submitted valid applications and reports to the SSC and the stock exchanges before the effective date of this Decree shall continue to comply with the provisions of Decree No. 155/2020/ND-CP.
3. A public company that has not completed the procedure for notifying the maximum foreign ownership ratio as prescribed in Decree No. 155/2020/ND-CP is responsible for completing the notification of the maximum foreign ownership ratio within 12 months from the effective date of this Decree.
4. The public company that has completed the notification of the maximum foreign ownership ratio and the notification of changes to the maximum foreign ownership ratio in accordance with the provisions at point e, clause 1, Article 139; point c, clause 4, Article 141; point d, clause 1, Article 142 of Decree No. 155/2020/ND-CP shall:
a) Continue to comply with the maximum foreign ownership ratio that has been notified until the notification of changes to the maximum foreign ownership ratio is given as stipulated in Point b of this Clause;
b) A public company may adjust the maximum foreign ownership ratio according to the Resolution of the GMS, provided that it is higher than the latest maximum foreign ownership ratio that has been notified and does not exceed the ratios stipulated in points a, b, c, d, and dd of Clause 1, Article 139 of Decree No. 155/2020/ND-CP. A dossier for notifying changes to the maximum foreign ownership ratio includes the documents stipulated in Clause 2, Article 142 of Decree No. 155/2020/ND-CP which is amended and supplemented by points c and d, Clause 58, Article 1 of this Decree and the resolution of the GMS; the procedure for notifying changes in the maximum foreign ownership ratio shall be carried out in accordance with Clause 3, Article 142 of Decree No. 155/2020/ND-CP which is amended and supplemented by point dd, Clause 58, Article 1 of this Decree.
5. A public company, as stipulated in point d, clause 1, Article 11 of Law No. 56/2024/QH15, is permitted to offer shares to existing shareholders in proportion to their ownership of shares through the public offering method in accordance with the provisions of this Decree and Decree No. 155/2020/ND-CP, until its status as a public company is revoked.
6. In cases where an individual has passed the examination before the effective date of this Decree and submits the application for a securities practicing certificate after the effective date of this Decree, the issuance of the securities practicing certificate shall be carried out in accordance with the legal regulations effective at the time of the examination.
For examinees who take or retake the parts not passed in the securities practicing certification examination and whose application submission started before the effective date of this Decree, the examination and issuance of securities practicing certificates shall be conducted in accordance with the legal regulations effective on the date of the start of application submission for the examination.
For examinees who retake the parts not passed in the securities practicing certification examination and whose application submission started after the effective date of this Decree, they are required to submit applications for examination and issuance of the securities practicing certificates according to clause 4 Article 213 of Decree No. 155/2020/ND-CP, the examination and issuance of securities practicing certificates shall be conducted in accordance with the provisions of this Decree.
7. When the SSC implements the issuance of electronic practicing certificates, previously issued physical practicing certificates will be converted into electronic practicing certificates according to the guidance of the SSC. Physical practicing certificates become invalid upon conversion.
This Decree comes into force from the day on which it is signed.
Ministers, Heads of ministerial agencies, Heads of Governmental agencies, Chairpersons of the People’s Committees of provinces and central-affiliated cities are responsible for implementation of this Decree./.
ON BEHALF OF GOVERNMENT OF VIETNAM Ho Duc Phoc |
