Circular No. 121/2003/TT-BTC guiding Decision No. 146/2003/QĐ-TTg dated July 17, 2003 of the Prime Minister on the ratio of foreign participation in the Vietnamese securities market.

CIRCULAR

Circular guiding Decision No. 146/2003/QĐ-TTg dated July 17, 2003 of the Government Chairman on the proportion of foreign participation in the Vietnamese securities market

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Implementing Decision No. 146/2003/QĐ-TTg dated July 17, 2003 of the Government Chairman on the proportion of foreign participation in the Vietnamese securities market, after reaching consensus with the State Securities Commission, the Ministry of Finance guides implementation as follows:

a) Cadres, civil servants, public officials, and workers as stipulated in Article 2 of Decree No. 178/2024/NĐ-CP dated December 31, 2024 (amended and supplemented by Decree No. 67/2025/NĐ-CP dated March 15, 2025) of the Government on policies and treatment for cadres, civil servants, public officials, workers, and armed forces personnel in the process of organizational restructuring of the political system, having a total mandatory social insurance contribution period of at least 15 years when working in heavy, hazardous, or dangerous jobs or extremely heavy, hazardous, or dangerous jobs listed by the agency under the Government responsible for labor administration, or working in areas with particularly difficult socio-economic conditions including time worked in places with regional allowances of coefficient 0.7 or higher before January 1, 2021, and reaching the retirement age as specified in Appendix II issued together with Decree No. 135/2020/NĐ-CP, ceasing work immediately due to direct impact from organizational restructuring and implementation of the two-level local government model;

This Circular applies to foreign organizations and individuals buying and selling shares and bonds on the centralized trading market and foreign securities business organizations contributing capital to establish joint venture securities companies or joint venture fund management companies operating in Vietnam.

2. Explanation of terms

In this Circular, the following terms shall be understood as follows:

2.1. Foreign organizations and individuals are:

a. Organizations established under foreign laws;

b. Foreign organizations in Vietnamese enterprises with foreign investment capital;

c. Foreign individuals;

d. Vietnamese individuals residing abroad;

2.2. Listed shares of the issuer are shares that have been issued and listed on the centralized trading market.

2.3. Joint venture securities company is a securities company established based on a joint venture agreement between a foreign securities business organization and a Vietnamese partner according to the establishment and operation license granted by the State Securities Commission.

2.4. Joint venture fund management company is a fund management company established based on a joint venture agreement between a foreign securities business organization permitted to operate fund management and a Vietnamese partner according to the establishment and operation license granted by the State Securities Commission.

2.5. Circulating bonds are bonds that have been issued and listed on the centralized trading market.

3. Shareholding ratio

3.1. Foreign organizations and individuals buying and selling shares on the Vietnamese securities market may hold up to 30% of the total number of listed shares of an issuer.

3.2. In case foreign organizations and individuals hold more than 30% of the total number of listed shares, they shall not continue to buy shares but must sell shares until their shareholding ratio reaches 30%.

4. Bond holding ratio, convertible bond holding ratio:

4.1. Foreign organizations and individuals buying and selling circulating bonds of a listed organization on the Vietnamese securities market are not subject to a holding ratio limit.

4.2. In case a foreign investor holds convertible bonds, after converting the bonds into shares, they must ensure that their shareholding does not exceed 30% of the total number of listed shares of an issuer.

5. Contribution ratio of foreign securities business organizations

5.1 The contribution ratio of foreign securities business organizations in joint venture securities companies or joint venture fund management companies is a maximum of 49% of the charter capital. The parties participating in the joint venture are responsible for contributing their respective portions of capital according to the articles of association of the joint venture company and the provisions of the law. The statutory capital of the joint venture shall not be reduced during its operation.

5.2 Any change in the contribution ratio or transfer of contributed capital among joint venture parties shall be decided by the Board of Directors of the joint venture company in accordance with Vietnamese law and must be reported to the State Securities Commission.

6. Implementation of supervision

6.1 Foreign organizations and individuals buying and selling securities on the centralized trading market must register their foreign investment management code with the Stock Exchange Center, Securities Trading Center through depositary members in accordance with the regulations of the State Securities Commission. The inflow and outflow of foreign currency by foreign organizations and individuals must comply with the foreign exchange management regulations of Vietnamese law.

6.2 The Stock Exchange Center monitors the maximum shareholding ratio; the trading and holding of convertible bonds by foreign organizations and individuals on the Vietnamese securities market. Quarterly, it reports to the State Securities Commission and the Ministry of Finance the situation of foreign organizations and individuals holding listed shares (attached report form).

6.3 The State Securities Commission manages and supervises the issuance of convertible bonds; the compliance with the contribution ratio regulations of foreign securities business organizations in joint venture securities companies and joint venture fund management companies in accordance with the provisions.

7. Implementation

This Circular takes effect 15 days from the date of publication in the Official Gazette and replaces Circular No. 01/1999/TT-UBCK1 dated December 30, 1999 of the State Securities Commission guiding the proportion of foreign participation in the Vietnamese securities market.

During implementation, if there are difficulties or obstacles, please report in writing to the Ministry of Finance for study and resolution./.