Circular No. 08/2026/TT-BTC amends and supplements certain provisions of Circular No. 96/2020/TT-BTC dated November 16, 2020, issued by the Minister of Finance guiding the disclosure of information on the securities market, which has been amended and supplemented by Circulars No. 68/2024/TT-BTC and No. 18/2025/TT-BTC, and Circular No. 120/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance regulating trading of listed shares, registered trading, and fund certificates, corporate bonds, and guaranteed warrants listed on the securities trading system, which has been amended and supplemented by Circular No. 68/2024/TT-BTC, and Circular No. 121/2020/TT-BTC dated December 31, 2020, issued by the Minister of Finance regulating the activities of securities companies, which has been amended and supplemented by Circular No. 68/2024/TT-BTC.

CIRCULAR

Amending and supplementing certain articles of Circular No. 96/2020/TT-BTC dated November 16, 2020 issued by the Minister of Finance guiding the disclosure of information on the securities market amended and supplemented by Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, Circular No. 120/2020/TT-BTC dated December 31, 2020 issued by the Minister of Finance stipulating trading of listed shares, registration for trading and fund certificates, corporate bonds, guaranteed warrant listings on the securities trading systemamended and supplemented by Circular No. 68/2024/TT-BTC, Circular No. 121/2020/TT-BTC dated December 31, 2020 issued by the Minister of Finance regulating the activities of securities companies amended and supplemented by Circular No. 68/2024/TT-BTC On the basis of Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15; On the basis of Enterprise Law No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15; On the basis of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law amended and supplemented by Decree No. 245/2025/NĐ-CP; On the basis of Decree No. 29/2025/NĐ-CP dated February 24, 2025 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance amended and supplemented by Decree No. 166/2025/NĐ-CP; At the proposal of the Chairman of the State Securities Commission; The Minister of Finance promulgates this Circular amending and supplementing certain articles of Circular No. 96/2020/TT-BTC dated November 16, 2020 issued by the Minister of Finance guiding the disclosure of information on the securities market amended and supplemented by Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, Circular No. 120/2020/TT-BTC dated December 31, 2020 issued by the Minister of Finance stipulating trading of listed shares, registration for trading and fund certificates, corporate bonds, guaranteed warrant listings on the securities trading system amended and supplemented by Circular No. 68/2024/TT-BTC, Circular No. 121/2020/TT-BTC dated December 31, 2020 issued by the Minister of Finance regulating the activities of securities companies amended and supplemented by Circular No. 68/2024/TT-BTC.

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF CIRCULAR

NO. 96/2020/TT-BTC AMENDED AND SUPPLEMENTED BY

CIRCULAR NO. 68/2024/TT-BTC, CIRCULAR NO. 18/2025/TT-BTC

Article 1. Amending and supplementing Clause 8 of Article 25 amended and supplemented by Clause 1 of Article 2 of Circular No. 18/2025/TT-BTC

"8. In cases where foreign investors who are organizations do not pay the purchase price of shares to the securities company as prescribed in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC, the securities company where the foreign investor who is an organization places orders for transactions must report to the State Securities Commission, the Vietnam Stock Exchange, and the Vietnam Securities Depository and Central Counterparty about the transactions of foreign investors who are organizations according to the form prescribed in Appendix XVII attached hereto on the same day that the foreign investor who is an organization fails to fulfill the obligation to pay the purchase price to the securities company as prescribed."

Article 2. Amending and supplementing some clauses of Article 33 amended and supplemented by Clauses 2 and 3 of Article 2 of Circular No. 18/2025/TT-BTC

PART I

1. Amending and supplementing Point a of Clause 1 as follows:
"a) At least three working days before the expected date of transaction, insiders and related parties must disclose information about the expected transaction according to the form prescribed in Appendix XIII or Appendix XIV attached hereto, except in cases where the securities company is a related party of the insider of a listed entity or an entity registered for trading and implements the transfer of ownership according to Point q2 of Clause 2 of Article 6 of Circular No. 119/2020/TT-BTC, Points c and d of Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC.
In cases where the securities company sells shares received on its proprietary account on the securities trading system according to Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC and Point đ of Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC, the exemption from disclosure of information applies to transactions carried out within four working days from the date the shares are credited to the proprietary account of the securities company as prescribed in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC, Points c and d of Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC."

2. Amending and supplementing Clause 8 as follows:

"8. In cases where the securities company is a related party of an insider of a listed entity or an entity registered for trading, the securities company must disclose information and report to the State Securities Commission, the Stock Exchange, and notify the listed entity or the entity registered for trading when the value of transactions in a day reaches VND 50 million or more or the value of transactions in a month reaches VND 200 million or more based on face value, including cases of transferring ownership outside the securities trading system according to the form prescribed in Appendix XVIII of Circular No. 96/2020/TT-BTC within 24 hours from the following time points:

a) Completion of the transfer of ownership to the proprietary account of the securities company as prescribed in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC, Points c and d of Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC;

b) The securities company completes the sale of shares as prescribed in Clause 9 of Article 40k of Circular No. 119/2020/TT-BTC, Point đ of Clause 9 of Article 16 of Circular No. 121/2020/TT-BTC."

"a) At least three working days before the anticipated transaction, internal persons and related parties must disclose information about the anticipated transaction according to the form prescribed in Appendix XIII or Appendix XIV issued together with this Circular, except for cases where the securities company is a related party of an internal person of a listed entity or a trading venue conducting ownership transfer as stipulated at point q2, clause 2, Article 6 of Circular No. 119/2020/TT-BTC, and points c, d, clause 9, Article 16 of Circular No. 121/2020/TT-BTC."

In the case where a securities company sells shares received on its proprietary trading account on the securities trading system as provided for in clause 9, Article 40k of Circular No. 119/2020/TT-BTC and point đ, clause 9, Article 16 of Circular No. 121/2020/TT-BTC, the exemption from disclosure applies to transactions conducted within four working days from the date the shares are credited to the proprietary trading account of the securities company as specified in clauses 7, 8, Article 40k of Circular No. 119/2020/TT-BTC, and points c, d, clause 9, Article 16 of Circular No. 121/2020/TT-BTC."

2. Amend and supplement clause 8 as follows:

“8. In cases where a securities company is a related party of an internal person of a listed entity or a trading venue, the securities company must disclose information and report to the State Securities Commission, the Stock Exchange, and notify the listed entity or trading venue when the transaction value in a day reaches VND 50 million or more, or the transaction value in each month reaches VND 200 million or more based on face value, including cases of transferring ownership outside the securities trading system according to the form prescribed in Appendix XVIII issued together with Circular No. 96/2020/TT-BTC within 24 hours from the following time points:

a) Completion of the transfer of ownership to the proprietary trading account of the securities company as stipulated in clauses 7, 8, Article 40k of Circular No. 119/2020/TT-BTC, and points c, d, clause 9, Article 16 of Circular No. 121/2020/TT-BTC;

b) The securities company completes the sale of shares as stipulated in clause 9, Article 40k of Circular No. 119/2020/TT-BTC, and point đ, clause 9, Article 16 of Circular No. 121/2020/TT-BTC.”

Article 3. Replacing Appendix XVII

Replace Appendix XVII issued together with Circular No. 96/2020/TT-BTC with Appendix XVII issued together with this Circular.

Chapter II

1. Amending and supplementing Point a of Clause 1 as follows:
CIRCULAR NO. 120/2020/TT-BTC AMENDED AND COMPLEMENTED
BY CIRCULAR NO. 68/2024/TT-BTC

Article 4. Amending and supplementing some clauses of Article 6

1. Amend and supplement Clause 1 as follows:

“1. The investor shall comply with the following regulations:

a) The investor shall open a securities trading account at a securities company that is a trading member to conduct securities transactions; for non-resident foreign investors, securities trading orders shall be placed through a foreign securities business organization representing the foreign investor's custodial account number or directly by the foreign investor using their own trading account;

b) From the date when the securities transaction settlement and payment mechanism through central counterparty clearing is implemented, the investor must have a margin account with the clearing member before conducting securities transactions. The opening of the margin account shall be carried out in accordance with the laws on securities settlement and payment.”

2. Amend and supplement Clause 3 as follows:

“3. An investor may only open one margin account with each clearing member corresponding to each securities trading account, except for certain cases under the laws on securities settlement and payment.”

3. Amend and supplement Clause 7 as follows:

“7. A foreign securities company and a foreign investment fund management company may open two securities trading accounts at each securities company as follows:

a) One securities trading account for the company’s own trading activities;

b) One securities trading account for managing client trading activities.”

Article 5. Amending and supplementing some clauses of Article 7

1. Amend and supplement Point b Clause 2 as follows:

“b) A securities company may only enter orders into the securities trading system when the investor has met the requirements for margin collateral according to the laws on securities settlement and payment.”

2. Amend and supplement Clause 5 as follows:

“5. Securities companies are responsible for monitoring orders placed at their own company for simultaneous buy and sell transactions within the same periodic auction trading session when receiving customer orders and entering them into the stock exchange’s securities trading system.”

3. Amend and supplement Clause 6 as follows:

“6. Foreign securities companies and foreign investment fund management companies are permitted to use the trading account specified in Point b Clause 7 Article 6 of this Circular to place orders to simultaneously buy and sell the same security code during each auction (periodic or continuous) or negotiated transaction, but must ensure that the buy and sell orders for the same security are not from the same foreign investor.”

Article 6. Supplementing Clause 1a after Clause 1 of Article 9a added by Clause 2 of Article 1 of Circular No. 68/2024/TT-BTC

“1a. In the case where a foreign organizational investor does not pay the securities company for the purchase of shares according to Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC, the securities companies receiving the investor's trading orders must ensure that the placement of orders to purchase shares by the investor is conducted as follows:

a) A foreign organizational investor shall not place orders to purchase shares without requiring sufficient funds when placing orders for a consecutive seven trading days starting from the day immediately following the day the foreign organizational investor fails to fulfill the obligation to settle transactions as required;

b) Within a consecutive thirty trading days, if a foreign organizational investor incurs a third violation of the obligation to settle transactions for purchasing shares without requiring sufficient funds when placing orders, such an investor shall not place orders to purchase shares without requiring sufficient funds for a consecutive one hundred eighty trading days starting from the trading day immediately following the day the foreign organizational investor incurs the third violation of the obligation to settle transactions;

c) The Vietnam Stock Exchange shall notify the member securities companies about the requirement for a foreign organizational investor to have sufficient funds in their custodial account when placing orders to purchase shares during the period when the investor is prohibited from purchasing shares without requiring sufficient funds, as stipulated in Points a and b of this clause, after receiving a notification from the Vietnam Securities Depository Corporation regarding the failure of the foreign organizational investor to fulfill the obligation to settle transactions as required.”

Chapter III

1. Amending and supplementing Point a of Clause 1 as follows:
CIRCULAR NO. 121/2020/TT-BTC AMENDED AND COMPLEMENTED
BY CIRCULAR NO. 68/2024/TT-BTC

Article 7. Supplement Clause 6 to Article 2

“6. A foreign securities business organization representative is a foreign securities business organization that represents non-resident foreign investors to use the account number of foreign investors for placing orders to trade securities on behalf of foreign investors. is a foreign securities business organization that represents non-resident foreign investors to place orders for securities trading for foreign investors using the account number of the foreign investor."

Article 8. Amend and supplement Clause 5 of Article 4

"5. Shall be responsible for signing contracts with customers or foreign securities business organizations representing when providing services to customers; provide full and truthful information to customers, foreign securities business organizations representing."

Article 9. Amend and supplement some clauses of Article 13

1. Amend and supplement Clause 3 as follows:

"3. Data on customer brokerage accounts opened at securities companies, data on transactions of foreign investors using account numbers to trade securities through foreign securities business organizations representing at securities companies must be centrally managed and must be backed up at another location."

2. Amend and supplement Point d of Clause 4 as follows:

"d) Accept orders from persons who are not the account holders without written authorization from the account holder, except in cases where foreign investors use account numbers to trade securities through foreign securities business organizations representing; settle transactions with persons who are not the account holders without written authorization from the account holder."

Article 10. Amend and supplement some clauses of Article 14

1. Amend and supplement Clause 2 as follows:

"2. Securities companies have the obligation to update customer information when customers or foreign securities business organizations representing request."

2. Amend and supplement Clause 3 as follows:

"3. Securities companies must sign a trading account opening contract with customers, except in cases provided for in Article 15a of this Circular. Securities companies must directly execute securities transactions for customers and bear legal responsibility for these activities."

3. Amend and supplement Clause 4 as follows:

"4. Securities companies must track details of funds and securities of each customer, provide information on balances, changes in funds and securities to customers upon their request, except in cases where customers open deposit accounts at deposit members who are not trading members."

Article 11. Amend and supplement Clause 1 of Article 15

"1. To execute buy and sell securities transactions for customers, securities companies must process account opening procedures for each customer based on the trading account opening contract with customers, except in cases provided for in Article 15a of this Circular. Customers are responsible for providing complete and accurate customer identification information when opening trading accounts. The account opening contract must comply with current regulations and include minimum contents according to the model attached as Appendix III to this Circular."

Article 12. Supplement Article 15a after Article 15

"Article 15a. Using account numbers to trade securities

1. Foreign securities business organizations representing use the account numbers of foreign investors to place orders to trade securities for non-resident foreign investors at securities companies.

2. Securities companies must implement customer due diligence for foreign investors, foreign securities business organizations representing in accordance with laws on anti-money laundering.

3. Foreign securities business organizations representing use the account numbers of foreign investors to execute buy and sell securities transactions for foreign investors based on contracts between foreign securities business organizations representing and securities companies.

4. Foreign securities business organizations representing are responsible for providing information about foreign investors, information about securities transactions of foreign investors when requested by securities companies, state agencies.

5. Contracts between securities companies and foreign securities business organizations representing must include at least the following contents:

a) Agreement on receiving and placing orders to trade securities;

b) Agreement on the service fee for securities trading and other costs incurred when executing transactions;

c) Agreement on verifying foreign investors, verifying foreign securities business organizations representing, confirming orders before entering them into the trading system;

d) Providing information about foreign investors, information about securities transactions of foreign investors when requested by securities companies, state agencies;

đ) Confirming the fulfillment of payment obligations of foreign investors to securities companies when executing stock purchases without requiring sufficient funds at the time of placing orders;

e) Agreement on the payment obligations of foreign investor organizations in case the investor does not have sufficient funds and other incidental costs (if any);

g) Agreement on the rights, duties, and responsibilities of the parties involved in the contract and related parties (if any).

6. When receiving orders to trade securities from foreign investors through foreign securities business organizations representing, securities companies, foreign securities business organizations representing must follow the principle as follows:

a) Securities companies must take measures to ensure that orders received from foreign securities business organizations representing are from one party to the contract as stipulated in Clause 5 of this Article; ensuring full recording of information at the time of receipt, retaining evidence proving the placement and confirmation of orders placed by foreign securities business organizations representing for foreign investors for reference when necessary;

b) Foreign securities business organizations representing must take measures to ensure full recording of information, evidence about orders placed by foreign investors for reference when necessary."

Article 13. Amend and supplement some clauses of Article 16.

1. Amend and supplement Clause 1 as follows:

“1. Securities companies shall accept trading orders from clients or foreign securities business organizations representing them in one of the following forms:

a) Receiving order slips directly at the trading counter;

b) Receiving orders remotely through telephone, fax, internet, SWIFT, and other transmission methods.”

2. Amend and supplement Clause 4 as follows:

“4. Securities companies may only execute trading orders when such orders contain complete and accurate information about the client, the method and type of order, the trading date, the time of receiving the order, the stock code, quantity, and transaction price. The trading order of the client must be recorded by the securities company with the time (date, hour, minute) of receipt at the moment of receipt.

In case foreign investors conduct transactions through foreign securities business organizations representing them, securities companies may execute trading orders when such orders contain complete and accurate information about the foreign investor's deposit account number, information about the foreign securities business organization representing them, the method and type of order, the trading date, the time of receiving the order, the stock code, quantity, and transaction price. The trading order of the client must be recorded by the securities company with the time (date, hour, minute) of receipt at the moment of receipt.”

3. Amend and supplement Clause 7 as follows:

“7. Securities companies must notify the results of executing trading orders to clients or foreign securities business organizations representing them immediately after the order is matched according to the method agreed upon between the client or foreign securities business organization representing them and the securities company in the contract.”

4. Amend and supplement Clause 9 added by Clause 2 of Article 3 of Circular No. 68/2024/TT-BTC as follows:

“9. When securities companies receive orders to buy shares from foreign institutional investors as stipulated in Clause 9a of Circular No. 120/2020/TT-BTC, they must comply with the following:

a) The limit on accepting orders to buy shares is determined according to the provisions of Clause 10 hereof;

b) Securities companies shall not accept orders to buy shares of themselves, shares of their parent company, shares of subsidiaries under the same parent company that own shares of the securities company, or shares of other companies that the securities company is not allowed to hold according to relevant laws, except in cases where the securities company has an agreement with another securities company regarding the transfer of ownership of these shares as stipulated in Clause 9a hereof;

c) In cases where foreign institutional investors fail to pay for the purchase of shares as stipulated in Clauses 6, 7, and 8 of Article 40k of Circular No. 119/2020/TT-BTC for the shares for which the securities company has accepted orders as provided in point b of this clause, the securities company may request the Vietnam Securities Depository and Central Depository Corporation to transfer ownership of these shares and rights arising from these shares (if any) from the foreign institutional investor’s account to another securities company’s proprietary trading account according to the agreement between the securities company and the other securities company;

d) The transfer of ownership as provided in point c of this clause shall be carried out through the ownership transfer system of the Vietnam Securities Depository and Central Depository Corporation and completed within the time frame specified in Clauses 7 and 8 of Article 40k of Circular No. 119/2020/TT-BTC; d) Another securities company may sell the shares received on its proprietary trading account on the securities trading system according to the provisions of points c and d of this clause and implement agreements as stipulated in Clause 9a hereof.”

5. Supplement Clause 9a after Clause 9 as follows:

“9a. Contracts between securities companies and other securities companies concerning the agreement on the transfer of ownership of shares that cannot be settled as stipulated in Clause 9 hereof shall include the following minimum contents:

a) Agreement on the rights and responsibilities of the parties in cases where foreign institutional investors fail to fulfill their payment obligations for the shares mentioned in point b of Clause 9 hereof;

b) Agreement on the sale of securities received from the transfer of ownership from foreign institutional investors; costs incurred in executing this transaction;

c) Agreement on measures to be taken if the transfer leads to exceeding the investment limit of the securities company.”

Article 14. Supplement Clause 8 and Clause 9 following Clause 7 of Article 28 supplemented by Clause 3 of Article 3 of Circular No. 68/2024/TT-BTC.

1. Supplement Clause 8 as follows:

“8. In cases where other securities companies implement according to the provisions of Clause 9 of Article 16 of this Circular leading to exceeding the investment limit prescribed in Points a, c, d, đ, e, and g of Clause 4 of this Article, such other securities companies shall not accept orders to purchase shares without sufficient funds from foreign investors who are organizations, shall not conclude or perform contractual agreements for the transfer of ownership of shares that have not been settled until the investment limit is met, and must take necessary measures within a maximum period of one year to comply with the investment limit.”

2. Supplement Clause 9 as follows:

“9. Other securities companies implementing according to the provisions of Clause 9 of Article 16 of this Circular must ensure compliance with the provisions of Point b of Clause 4 of this Article.”

Article 15. Replace Appendix II Table II.4

Replace Appendix II Table II.4 issued together with Circular No. 121/2020/TT-BTC with Appendix II Table II.4 issued together with this Circular.

Chapter IV

IMPLEMENTING PROVISIONS

Article 16. Implementation Provisions

1. This Circular takes effect from February 3, 2026.

2. In cases where the legal normative documents referred to in this Circular are amended, supplemented, or replaced by new legal normative documents, they shall be applied according to the new legal normative documents.

3. The State Securities Commission, Vietnam Securities Depository Corporation, stock exchanges, securities companies, depository members, payment banks, and other related organizations and individuals are responsible for implementing this Circular.

Seal Registration Certificate
OF SECURITIES COMPANIES
(Attached to Circular No. 08/2026/TT-BTC dated February 3, 2026
of the Minister of Finance)
Appendix II.4 Number of trading accounts, number of trading investors at securities companies

quarter/6 months/year

Type of customer

Note:

Appendix XVII