Decree No. 245/2025/NĐ-CP Amending and supplementing some articles of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law

Proposal to amend the Decree on the listing of securities and related financial instruments, including adding new provisions on changing registration for listed convertible bonds, listed warrant-secured certificates, as well as adjusting some procedures and documents related thereto.

문서 번호245/2025/NĐ-CP
문서 유형Decree
발행 기관Ministry of Finance
서명자Hồ Đức Phớc — Phó Thủ tướng
업데이트12. 06. 2026
산업Finance
분야Securities
발행일11. 09. 2025
발효일11. 09. 2025
효력 만료일
상태In effect
✦ 스마트 요약

Proposal to amend the Decree on the listing of securities and related financial instruments, including adding new provisions on changing registration for listed convertible bonds, listed warrant-secured certificates, as well as adjusting some procedures and documents related thereto.

적용 범위

Issuing organizations of securities and financial instruments on the Vietnamese securities market.

핵심 사항

  • Adding provisions on changing registration for listed convertible bonds due to activities such as repurchase, conversion, or exchange of part of the bonds.
  • Determining the documents and procedures for implementing changes in the registration of listed warrant-secured certificates when the number of listed warrants changes.
  • Adjusting provisions on the initial listing and changing registration of listed warrant-secured certificates, including cases where the number of warrants must be reduced due to exceeding the percentage ratio of freely tradable underlying securities.
  • Updating points related to the suspension of business operations or revocation of operating licenses of listed organizations.
  • Adjusting some provisions on the documents and procedures for listing securities and other financial instruments.

🌐 이 문서의 사회적 영향

  • Strengthening securities market management, ensuring transparency in transactions.
  • Improving the operational mechanisms of issuing and listing organizations on the securities market.
  • Supporting investors in accurately grasping information about the operations of listed companies.

❓ 자주 묻는 질문

What effects will the new provisions on changing registration for listed convertible bonds have?

Helping issuing organizations more effectively manage the quantity of circulating convertible bonds while ensuring accurate information for investors.

How have the provisions on the listing of warrant-secured certificates been adjusted?

Added cases where the number of warrants must be reduced due to exceeding the percentage ratio of freely tradable underlying securities, as well as more specific provisions on the procedures for changing registration.

What notable changes have been made to the documents and procedures for listing?

Adjusted some points related to the suspension of business operations or revocation of operating licenses of listed organizations, as well as updated provisions on the documents and procedures for listing securities and other financial instruments.

전문

THE GOVERNMENT

_________

Number: 245/2025/NĐ-CP

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

______________________________________
Hanoi, September 11, 2025

DECREE

Amending and supplementing certain Articles of Decree No. 155/2020/NĐ-CP

dated December 31, 2020 of the Government detailing the implementation of

certain provisions of the Securities Law

Pursuant to the Law on Government Organization No. 63/2025/QH15;

Pursuant to the Enterprise Law No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to the Investment Law No. 61/2020/QH14 amended and supplemented by Law No. 03/2022/QH15;

Pursuant to the Securities Law No. 54/2019/QH14 amended and supplemented by Law No. 56/2024/QH15;

At the proposal of the Minister of Finance;

The Government promulgates this Decree amending and supplementing certain Articles of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law.

Article 1. Amending and supplementing certain Articles of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law as follows:

1. Amending and supplementing certain Points and Clauses of Article 3 as follows:

a) Adding Point h following Point g Clause 12 of Article 3 as follows:

“h) The date of the end of the share issuance period for converting convertible bonds into shares is the date determined by the issuing organization for converting convertible bonds into shares.”

b) Amending Point c Clause 14 of Article 3, adding Point d following Point c Clause 14 of Article 3 as follows:

“c) In the case of acquiring a business, selling assets, the ratio is calculated based on the value of each transaction compared to the total asset value of the business according to the most recent annual financial report. In cases where multiple transactions are carried out to acquire a business or multiple businesses are acquired with the acquired businesses belonging to a parent-subsidiary group, the ratio is calculated based on the total value of transactions occurring within the year of business restructuring compared to the total asset value of the business;

d) The index "total asset value" specified in Points a, b, and c of this Clause is based on the most recent audited annual financial report; in cases where the business has a direct subsidiary without legal personality, it is based on the consolidated financial report; in cases where the business is a parent company, it is based on the lower value of the "total asset value" index on the separate financial report of the parent company and the consolidated financial report.”

c) Adding Clause 57 following Clause 56 of Article 3 as follows:

“57. Independent credit rating organizations include:

a) Credit rating organizations Moody’s, Standard & Poor’s, Fitch Ratings;

b) Credit rating organizations that have been issued a Certificate of Eligibility for Business Operations by the Ministry of Finance.”

2. Amend and supplement some points and clauses of Article 5 as follows:

a) Amending and supplementing Point b Clause 2 of Article 5 as follows:

“b) For other organizations not listed or registered for trading: Business Registration Certificate or equivalent documents; audited annual financial report, or reviewed semi-annual financial report, or most recently audited balance sheet for the purpose of determining the status of a professional securities investor during the year completing the division, separation, merger, acquisition, or conversion of business form.” b) Adding Clauses 6, 7, and 8 following Clause 5 of Article 5 as follows:

“6. For foreign individual investors: Document confirming the investor's securities trading code or valid passport or other legally recognized personal identification documents containing information about foreign nationality.

7. For foreign organizational investors: Documents confirming one of the following:

a) Document confirming the investor's securities trading code;

b) License for establishment and operation or Business Registration Certificate or equivalent document confirming completion of business registration by the competent authority of the foreign country;

c) Tax registration certificate from the tax authority of the country where the organization was established or registered for business;

d) Documentation from the foreign competent authority's database identifying the organization as established in that country;

đ) Certificate of fund establishment registration or confirmation of establishment or equivalent document issued by the foreign competent authority (if applicable), or Charter or Prospectus or Trust Deed or Minutes of Capital Contribution Agreement or equivalent documents in cases where the foreign competent authority does not issue or confirm the establishment of a fund according to foreign law.

8. For foreign organizational investors belonging to a foreign government or international financial institution, documentation shall be provided in accordance with Point đ Clause 7 of this Article, specifying that the organization is a government-affiliated entity or an international financial institution.”

3. Amending and supplementing the name of Article 6; amending and supplementing certain Clauses of Article 6 as follows:

a) Amending and supplementing the name of Article 6 as follows:

“Article 6. General Provisions”

b) Amending and supplementing Clause 1 of Article 6 as follows:

“1. Responsibilities of organizations and individuals related to reports and documents as follows:

a) Organizations and individuals involved in the process of preparing, verifying, and signing reports and documents related to securities issuance, listing, trading registration, deposit, settlement, and trading activities and other related securities and securities market activities must bear responsibility for the reports and documents in accordance with the law;

b) Consulting organizations and professionals involved in consulting on reports must comply with the provisions of Clause 3 Article 11a of the Securities Law. Consulting organizations for securities issuance, listing, and trading registration must directly carry out consulting activities;

c) Auditing organizations and certified public accountants approved, signatories of audit reports or review reports or assurance service reports must comply with laws on independent auditing and relevant professional standards; they are responsible for opinions on the truthfulness and fairness of audited, reviewed data, and consolidated financial information.”

c) The auditing organization, approved auditor, or person signing the audit report or review report or assurance service report must comply with the provisions of the law on independent auditing and relevant professional standards; they are responsible for the opinion on the truthfulness and fairness of the audited or reviewed reports, figures, and consolidated financial information according to agreed-upon procedures;

d) The Securities Commission, stock exchange, Vietnam Securities Depository and Central Depository Corporation, and other organizations and individuals with authority to receive, process, and approve reports shall examine the validity of the reports based on the provided reports; they shall not be responsible for violations committed by organizations and individuals before and after submitting valid reports.

c) Supplement Clause 1a and Clause 1b after Clause 1 of Article 6 as follows:

“1a. Public companies, issuers, listed organizations, and organizations registering for trading have the responsibility to disclose complete, accurate, and timely information; ensure investors' access to information related to securities offerings and public disclosures of the enterprise according to corporate laws and securities market disclosure laws; comply with corporate governance regulations, obligations under agreements between the company and shareholders, investors as stipulated in the Company Charter, and relevant laws.

1b. Investors participating in securities investment and trading on the securities market have the responsibility to fully access the disclosed information of enterprises; independently assess and bear responsibility for their investment decisions and risks arising from investment and trading in securities; understand and comply with regulations on investment and trading on the securities market.”

d) Amend and supplement Clause 2 of Article 6 as follows:

“2. Submission and receipt of results of administrative procedures prescribed in this Decree shall be carried out through methods prescribed by laws on administrative procedures under the one-stop shop mechanism at the One-Stop Service Center and the National Public Service Portal.”

đ) Supplement Clause 9 after Clause 8 of Article 6 as follows:

“9. When using electronic identification accounts to handle administrative procedures under this Decree, information about electronic identities, integrated information on electronic ID cards, and electronic identification accounts shall have equivalent evidentiary value to providing such information or using, presenting documents containing such information in handling administrative procedures.”

4. Supplement Clause 8 after Clause 7 of Article 7 as follows:

“8. Conditions for profit-making business activities, debts payable, accumulated losses, and equity capital of enterprises shall be based on the enterprise's financial statements. In cases where the enterprise is a parent company, the results of business operations, accumulated losses, debts payable, and equity capital shall be based on consolidated financial statements, wherein: the result of business operations is the post-tax profit of the parent company on the consolidated financial statement; equity capital does not include non-controlling interests. In cases where the enterprise has affiliated units without legal personality, the results of business operations, accumulated losses, debts payable, and equity capital shall be based on consolidated financial statements.”

5. Supplement Clause 1a after Clause 1 of Article 9 as follows:

“1a. For cases of raising funds not for project implementation, the issuer must report and disclose information on the use of funds, the amount raised from the offering or issuance, similar to the provisions of Clause 1 of this Article, except when the issuer is a credit institution.”

6. Amend and supplement some points and clauses of Article 11 as follows:

a) Amend and supplement Point b Clause 4 of Article 11 as follows:

“b. If the application is submitted after the end date of the interim financial report period, the issuer must supplement the reviewed or audited interim financial report by an approved auditing organization.”

b) Amend and supplement Clause 10 of Article 11 as follows:

“10. Documents specified in Points c, đ, e, h, and k Clause 1 Article 18 of the Securities Law.”

7. Amend and supplement Point b Clause 2 of Article 12 as follows:

“b. For offerings to implement projects, the funding usage plan must specify a minimum successful offering ratio of 70% of the total number of shares planned for offering to implement projects (excluding offerings to existing shareholders in proportion to their ownership); a plan to make up for the shortfall in funds expected to be raised from the offering to implement projects.”

8. Amend and supplement some clauses of Article 19 as follows:

a) Amend and supplement Clause 2 of Article 19 as follows:

“2. Issuers or bonds registered for offering must be rated by an independent credit rating organization, except in cases where the bond issuance is by a credit institution or guaranteed for full principal and interest repayment by a credit institution, foreign bank branch, foreign financial organization, or international financial organization. The credit rating organization must not be related to the issuer.”

b) Supplement Clauses 3, 4, 5, 6, and 7 after Clause 2 of Article 19 as follows:

“3. Have a representative of bondholders as stipulated in Article 24 of this Decree.

4. The issuer’s debt (including the value of the proposed bond issuance) shall not exceed five times the issuer's equity capital as reported in the most recent audited accounting period, except for state-owned enterprises, enterprises issuing bonds for real estate projects, credit institutions, insurance companies, reinsurance companies, insurance brokerage companies, securities companies, and fund management companies.

5. Debts as stipulated in Clause 4 of this Article do not include the value of the proposed bond issuance for debt restructuring. In cases of public bond issuance for debt restructuring, the enterprise may not change the purpose of using funds for debt restructuring.

6. In cases where an enterprise publicly issues bonds in multiple offerings, the face value of the proposed bond issuance in each offering shall not exceed the enterprise's equity capital.

7. Bonds issued and guaranteed for full repayment of principal and interest by credit institutions, foreign bank branches, overseas financial organizations, and international financial organizations are exempted from the conditions stipulated in Clause 4 and Clause 6 of this Article.”

9. Amend and supplement Clause 9 and Clause 10 of Article 20 as follows:

“9. The decision of the Board of Directors or the Board of Members or the owner of the company approving the registration documents for public bond issuance.

10. Documents prescribed at point c of Clause 1, points d, g, and i of Clause 3 of Article 18 of the Securities Law and commitment letters meeting the requirements set out at point e of Clause 1 of Article 15 of the Securities Law.”

10. Amend and supplement Clause 6 of Article 21 as follows:

“6. For the public offering aimed at raising capital to implement projects of the issuer, the quantity of convertible bonds and bonds with warrant rights sold must reach a minimum of 70% of the total number of convertible bonds and bonds with warrant rights planned for issuance to implement such projects (except in cases of issuing to existing shareholders according to their shareholding ratio). The issuer must have a plan to make up for the expected shortfall in capital raised from the offering to implement the projects.”

11. Amend and supplement Point b of Clause 2 of Article 22 as follows:

“b) Plan on the use of funds obtained from the issuance of convertible bonds and bonds with warrant rights; anticipated plan on the use of funds obtained from the issuance of shares to exercise warrant rights. The plan on the use of funds from the issuance of bonds must clearly specify the successful issuance rate of at least 70% of the total number of bonds issued to implement projects (except in cases of issuing to existing shareholders according to their shareholding ratio). The plan on the use of funds must include the content regarding the plan to make up for the expected shortfall in capital raised from the issuance to implement the projects.”

12. Amend and supplement Point a of Clause 2 of Article 23 as follows:

“a) Payment guarantee of credit institutions, foreign bank branches, overseas financial organizations, and international financial organizations in accordance with the provisions of the law. The payment guarantee of credit institutions and foreign bank branches shall be carried out in accordance with the provisions of the law on credit institutions;” in accordance with the provisions of the law on credit institutions.”;

13. Amend and supplement Point đ of Clause 3 of Article 24 as follows:

“đ) In cases where the Bondholder Representative is not entitled to receive collateral assets in accordance with the specialized laws, the Bondholder Representative may designate a third party to receive such collateral assets or designate a third party to receive all collateral assets of the bonds. The organization receiving the collateral assets shall be responsible for coordinating with the Bondholder Representative to manage and implement measures to handle the collateral assets in accordance with the terms of the signed contracts and the provisions of the law on security measures for civil obligations;”

14. Amend and supplement Clause 2 of Article 25 as follows:

“2. Commitment letter for payment guarantee of credit institutions, foreign bank branches, overseas financial organizations, and international financial organizations in cases where the bonds are secured through payment guarantee.”

15. Amend and supplement Article 26 as follows:

“Article 26. Conditions for public issuance of bonds in Vietnam by international financial organizations

1. The issuer is an international financial organization as defined by the law.

2. The bonds offered for issuance have a minimum term of five years.

3. There is a plan for issuance and a plan for using the entire amount of money raised from the issuance to invest in projects in Vietnam or to contribute capital, purchase shares, bonds, or provide loans to enterprises established and operating in Vietnam.

4. There is a commitment to fulfill the issuer's obligations to investors regarding issuance conditions, payment, protection of investors' legitimate rights and interests, and other conditions.

5. The issuer must open a blocked account to receive funds from the purchase of bonds during the issuance.

6. There is a commitment to list the bonds on a stock exchange after the completion of the issuance.”

16. Amend and supplement Article 27 as follows:

“Article 27. Registration documents for public issuance of bonds in Vietnam by international financial organizations

1. Registration form for bond issuance according to Form No. 07A attached as an appendix to this Decree.

2. Announcement of information about the public issuance of bonds in Vietnam by international financial organizations according to Form No. 07B attached as an appendix to this Decree.

3. Decision of the competent authority of the issuer approving the issuance plan and the plan for using the funds raised from the issuance.

4. Commitment letter for fulfilling the issuer's obligations to investors regarding issuance conditions, payment, protection of investors' legitimate rights and interests, and other conditions.

5. Commitment letter for listing the bonds on a stock exchange after the completion of the issuance.

6. Confirmation letter from a bank or foreign bank branch regarding the opening of a blocked account by the issuer to receive funds from the purchase of bonds during the issuance.”

17. Amend and supplement Article 30 as follows:

“Article 30. Conditions for public issuance of securities by a company after corporate restructuring”

Conditions for public companies after restructuring to issue additional shares to the public, convertible bonds, and warrant-linked bonds to the public; conditions for public companies after restructuring to issue initial public offerings (IPOs) of shares and bonds to the public include:

1. Meeting the conditions for issuing shares and bonds to the public, wherein the basis for determining the condition regarding profitable business operations without accumulated losses of the company is provided for in Clause 2 and Clause 3 of this Article.

2. For the case where public companies after restructuring issue additional shares to the public, convertible bonds, and warrant-linked bonds to the public, or issue bonds to the public after restructuring, the business operations of the year immediately preceding the registration year must be profitable, and there must be no accumulated losses up to the registration year based on:

a) In the case where the company registers issuance during the restructuring year: a consolidated financial information report according to the accounting period immediately preceding the restructuring year of the issuer, guaranteed by an approved auditing organization with a full acceptance opinion; the most recent quarterly financial report of the issuer;

b) In the case where the company registers issuance in the year immediately following the restructuring year (for mergers): a consolidated financial information report according to the accounting period ending from the start of the fiscal year to the restructuring date of the issuer, guaranteed by an approved auditing organization with a full acceptance opinion; the first accounting period financial report from the restructuring date to the end of the fiscal year of the issuer, audited by an approved auditing organization meeting the conditions stipulated in Clause 3, Article 20 of the Securities Law; the most recent quarterly financial report of the issuer (if available). The condition of profitable business operations is determined based on the total post-tax profit on the consolidated financial information report according to the final accounting period and on the first accounting period financial report;

c) In the case where the company registers issuance from the year immediately following the restructuring year onwards (for acquisitions, asset sales): the company registers issuance from the second year following the restructuring year onwards (for mergers): the most recent annual financial report audited by an approved auditing organization, and the most recent quarterly financial report (if available) of the issuer.

3. For the case where public companies after restructuring issue IPOs, the business operations of two consecutive years immediately preceding the registration year must be profitable, and there must be no accumulated losses up to the registration year based on:

a) In the case where the company registers issuance during the restructuring year: a consolidated financial information report according to the two consecutive years immediately preceding the restructuring year of the issuer, guaranteed by an approved auditing organization with a full acceptance opinion; the most recent quarterly financial report of the issuer (if available);

b) In the case where the company registers issuance in the year immediately following the restructuring year: a consolidated financial information report according to the year immediately preceding the restructuring year, guaranteed by an approved auditing organization with a full acceptance opinion, and the most recent annual financial report audited by an approved auditing organization; the most recent quarterly financial report of the issuer (if available);

For the case of mergers: a consolidated financial information report according to the year immediately preceding the merger year of the issuer, guaranteed by an approved auditing organization with a full acceptance opinion; a consolidated financial information report according to the final accounting period from the start of the fiscal year to the merger date, guaranteed by an approved auditing organization with a full acceptance opinion, and the first accounting period financial report from the merger date to the end of the fiscal year of the issuer, audited by an approved auditing organization; the most recent quarterly financial report of the issuer (if available). The condition of profitable business operations of the year immediately preceding the registration year is determined based on the total post-tax profit on the consolidated financial information report according to the final accounting period and on the first accounting period financial report.

c) In the case where the company registers issuance in the second year immediately following the restructuring year: the most recent annual financial reports of the issuer for the two most recent years, audited by an approved auditing organization; the most recent quarterly financial report of the issuer (if available).

For the case of mergers: a consolidated financial information report according to the final accounting period from the start of the fiscal year to the merger date, guaranteed by an approved auditing organization with a full acceptance opinion, and the first accounting period financial report from the merger date to the end of the fiscal year of the issuer, audited by an approved auditing organization; the most recent annual financial report of the issuer prior to the registration year, audited by an approved auditing organization; the most recent quarterly financial report of the issuer (if available). The condition of profitable business operations of the second year immediately preceding the registration year is determined based on the total post-tax profit on the consolidated financial information report according to the final accounting period from the start of the fiscal year to the merger date and the first accounting period financial report from the merger date to the end of the fiscal year of the issuer.

18. Supplementing some clauses of Article 31 as follows:

a) Supplementing Clause 1a before Clause 1 of Article 31 as follows:

"1a. In the case where a public company, after restructuring, offers additional shares to the public, offers convertible bonds, or warrants attached to bonds to the public, or where a company, after restructuring, offers bonds to the public, the securities offering registration documents shall be prepared in accordance with the provisions of Clauses 1, 2, 3, and 4 of this Article."

b) Supplement Clause 5 following Clause 4 of Article 31 as follows:

"5. In the case where a company, after restructuring, offers its initial public offering of shares, the securities offering registration documents shall be prepared in accordance with the regulations on the registration of the initial public offering of shares, wherein the audited financial statements for the two most recent years prior to the year of the offering shall be replaced by the following reports:

a) In the case where the company offers securities during the restructuring year: the audited annual financial statements for the two preceding years of the restructuring year of participating enterprises, and a consolidated financial information report according to the accounting standards for the two years immediately preceding the restructuring year, guaranteed by an approved auditing organization with a full acceptance opinion.

In the case of a merger: the audited annual financial statements for the two most recent years of participating enterprises, the audited financial statement for the final accounting period from the start of the fiscal year to the merger date of participating enterprises, and a consolidated financial information report according to the accounting standards for the two years immediately preceding the merger year, guaranteed by an approved auditing organization.

b) In the case where the company registers the offering in the year immediately following the restructuring year: the audited annual financial statements for the two years immediately preceding the offering year of the issuer, the audited annual financial statement for the year immediately preceding the restructuring year of participating enterprises, and a consolidated financial information report according to the accounting standards for the year immediately preceding the restructuring year, guaranteed by an approved auditing organization with a full acceptance opinion.

In the case of a merger: the audited annual financial statements for the year immediately preceding the merger year and the audited financial statement for the final accounting period from the start of the fiscal year to the merger date of participating enterprises, a consolidated financial information report according to the accounting standards for the final accounting period from the start of the fiscal year to the merger date, guaranteed by an approved auditing organization, and the audited financial statement for the first accounting period from the merger date to the end of the fiscal year of the issuer.

c) In the case where the company registers the offering in the second year immediately following the restructuring year: the audited annual financial statements for the two years immediately preceding the offering year of the issuer.

In the case of a merger: the audited annual financial statements for the year immediately preceding the merger year and the audited financial statement for the final accounting period from the start of the fiscal year to the merger date of participating enterprises, a consolidated financial information report according to the accounting standards for the final accounting period from the start of the fiscal year to the merger date, guaranteed by an approved auditing organization, and the audited financial statement for the first accounting period from the merger date to the end of the fiscal year of the issuer.

d) In the case where the company registers the offering from the third year immediately following the restructuring year, the securities offering registration documents for the initial public offering of shares shall be prepared in accordance with the provisions of Article 11 of this Decree."

19. Amend and supplement Clause 3, Clause 5 of Article 41 as follows:

a) Amend and supplement Clause 3 of Article 41 as follows:

"3. Within seven working days from the date of receiving the notification from the State Securities Commission regarding the requirement to complete the procedures for issuing the Certificate of Registration for Offering Securities to the Public, the issuer and the registered selling shareholder shall submit six copies of the Official Prospectus and the Official Information Disclosure Document (in the case of offering bonds to the public in Vietnam by an international financial institution) to the State Securities Commission to complete the procedures for issuing the Certificate of Registration for Offering Securities to the Public."

b) Amend and supplement Clause 5 of Article 41 as follows:

"5. Within seven working days from the date the Certificate of Registration for Offering Securities to the Public becomes effective, the issuer and the registered selling shareholder must publish the Issuance Notice on at least one online newspaper or print newspaper for three consecutive issues in accordance with Clause 3 of Article 25 of the Securities Law, and disclose the information on the issuer's website, the website of the registered selling shareholder if it is an organization, and the Stock Exchange. The Official Prospectus and the Official Information Disclosure Document (in the case of offering bonds to the public in Vietnam by an international financial institution) must be simultaneously published on the issuer's website, the website of the registered selling shareholder if it is an organization, and the Stock Exchange."

20. Amend and supplement Point a of Clause 2 of Article 43 as follows:

"a) The issuance plan must clearly state: the purpose of the offering; the number of shares expected to be offered; the offering price, or the principle for determining the offering price and authorization for the Board of Directors to determine the offering price; the criteria for selecting investors; strategic investors; approval or authorization for the Board of Directors to approve the list of professional securities investors, the number of shares offered to each investor."

Persons with interests related to the offering period shall not participate in voting.

21. Amend and supplement Point a Clause 1 Article 45 as follows:

"a) The issuance plan must clearly state: the purpose of the offering; the number of shares offered; the offering price, or the principle for determining the offering price and authorization for the Board of Directors to determine the offering price; the criteria for selecting investors; the list of strategic investors and the number of shares offered to each investor. Persons with interests related to the share offering period shall not participate in voting;"

22. Amend and supplement Point a Clause 1 Article 47 as follows:

"a) The issuance plan must clearly state: the type of shares offered; the characteristics of the preferred shares with attached warrants; the number of preferred shares with attached warrants; the offering price, or the principle for determining the offering price and authorization for the Board of Directors to determine the offering price; the criteria for selecting investors; strategic investors; approval or authorization for the Board of Directors to approve the list of professional securities investors, the number of shares offered to each investor; the plan to implement the rights of the warrants (conditions, time limit, ratio of exercising rights; price or method of calculating the issue price; approval or authorization for the Board of Directors to approve the plan to ensure the issuance of shares to exercise rights in accordance with the foreign ownership ratio regulations, other terms)."

Persons with interests related to the offering period shall not participate in voting.

23. Amend and supplement Clause 4 Article 49 as follows:

"4. There must be an annual financial report of the company whose shares or equity contribution is being swapped, audited by an approved auditing organization. The accounting period of the most recent annual financial report must ensure at least 12 months. The audit opinion on the financial report must be an unqualified opinion."

24. Amend and supplement Clause 2 Article 50 as follows:

"2. The decision of the General Meeting of Shareholders of the issuer approving the issuance plan, which clearly states: the purpose of the issuance; the number of shares expected to be issued; the list of investors; the number of shares expected to be issued and swapped for each investor; the method of determining and the swap ratio. The Board of Directors reports to the General Meeting of Shareholders on the method of determining and the swap ratio, the opinion of the independent valuation organization (if any) for the General Meeting of Shareholders to consider and decide, ensuring transparency, fairness, and compliance with market prices.

Persons with interests related to the share issuance period shall not participate in voting."

25. Amend and supplement Clause 6 Article 53 as follows:

"6. Conditions stipulated in Points a, e Clause 1 Article 15 of the Securities Law and Clauses 5, 6 Article 49 of this Decree."

26. Amend and supplement Clause 10 Article 54 as follows:

"10. Documents stipulated in Clauses 5, 6 Article 50 of this Decree."

27. Amend and supplement Clause 5 Article 57 as follows:

"5. Conditions stipulated in Clauses 2, 5, 6 Article 49 of this Decree."

28. Amend and supplement some clauses of Article 58 as follows:

a) Amend and supplement Clause 2 Article 58 as follows:

"2. The decision of the General Meeting of Shareholders approving the issuance plan, which clearly states: the purpose of the issuance, the number of shares expected to be issued, the list of creditors, the value of debts to be swapped and the number of shares expected to be swapped for each creditor, the method of determining and the swap ratio. The Board of Directors reports to the General Meeting of Shareholders on the method of determining and the swap ratio, the opinion of the independent valuation organization (if any) for the General Meeting of Shareholders to consider and decide, ensuring transparency, fairness, and compliance with market prices. Persons with interests related to the share issuance period shall not participate in voting."

b) Amend and supplement Clause 5 Article 58 as follows:

"5. Documents stipulated in Clauses 5, 6, 8, 9 Article 50 of this Decree."

29. Amend and supplement Point a Clause 2 Article 62 as follows:

"a) The owner's capital to increase share capital is based on the most recent annual financial report audited by an approved auditing organization, including the following sources: surplus share capital; development fund; undistributed post-tax profit; other funds (if any) used to supplement the registered capital according to the provisions of the law;"

30. Amend and supplement some clauses of Article 64 as follows:

a) Amend and supplement Clause 1 Article 64 as follows:

"1. There must be a share issuance plan under the employee selection program approved by the General Meeting of Shareholders, which must clearly state the target group, the number of shares to be issued, the employee criteria for participating in the program, the issue price, or the principle for determining the issue price and authorization for the Board of Directors to determine the issue price."

b) Amend and supplement Clause 3 Article 64 as follows:

"3. There must be a list of employees eligible to participate in the program, the number of shares allocated to each individual, and the implementation timeline approved by the General Meeting of Shareholders or authorized to the Board of Directors to approve."

c) Amend and supplement Clause 8 Article 64 as follows:

"8. Shares issued are restricted from transfer for a minimum of one year from the end of the issuance period, except in cases where shares are repurchased under the company's share issuance program for employees.

Shares within the restricted transfer period can be repurchased by the company under the company's share issuance program for employees and will no longer be subject to transfer restrictions; the company is permitted to sell the repurchased shares according to the guidelines of the Minister of Finance."

31. Amend and supplement Clause 2 and Clause 3 Article 65 as follows:

"2. The decision of the General Meeting of Shareholders approving the issuance plan for employees' shares. Persons with interests related to the issuance period shall not participate in voting on this matter.

3. The decision of the Shareholders' Meeting or the Board of Directors (in cases where authorized by the Shareholders' Meeting) approving the list of employees participating in the program, the number of shares allocated to each individual, and the implementation period; in cases where the company repurchases employee shares, the plan for selling the repurchased shares. Individuals with interests related to the issuance shall not participate in voting on this matter.

32. Amend and supplement Clause 3 of Article 86 as follows:

“3. Within seven working days from the date of receiving complete and valid documents, the State Securities Commission shall notify in writing the organization or individual making a public tender offer and publish on its electronic information website that it has received all registration documents for the public tender offer; in case of refusal, it must provide a written response stating the reasons.”

33. Amend and supplement some points of Clause 1 of Article 105 as follows:

a) Amend and supplement Point a of Clause 1 of Article 105 as follows:

“a) Being suspended from securities brokerage or proprietary trading activities; being suspended from securities depositary or securities transaction settlement activities for depositary members; being suspended from securities clearing or securities transaction settlement activities for clearing members;”

b) Add Point e1 following Point e of Clause 1 of Article 105 as follows:

“e1) At the request of Vietnam Securities Depository and Clearing Corporation in the case provided for in Point e of Clause 1 of this Article 156 of this Decree;”

34. Add Article 106a following Article 106 as follows:

“Article 106a. Market Maker Members for Exchange-Traded Fund Swap Certificates

1. Conditions for securities companies to register as market maker members for exchange-traded fund swap certificates

a) Being a trading member of the Stock Exchange on the listed market;

b) Being a fund establishment member;

c) Having staff engaged in market-making activities who hold securities business licenses;

d) Having operational procedures for market-making activities.

2. Documents for registering as a market maker member for exchange-traded fund swap certificates

a) Application form for market maker membership according to Model 25A attached to this Decree;

b) A copy of the valid fund swap certificate establishment contract with the investment securities management company;

c) List of staff engaged in market-making activities accompanied by personal information forms according to Model 67 attached to this Decree and copies of their securities business licenses;

d) Operational procedures for market-making activities.

3. Within seven working days from the date of receiving complete and valid market maker membership registration documents, the Stock Exchange shall issue a decision approving the market maker membership status; in case of rejection, it must provide a written response stating the reasons. Market maker members for exchange-traded fund swap certificates have rights and obligations related to market-making activities as stipulated in the Stock Exchange's regulations.

4. The Stock Exchange shall suspend the market-making activities of market maker members for exchange-traded fund swap certificates in the following cases:

a) Being suspended from trading activities on the listed market by the Stock Exchange;

b) Not meeting the conditions specified in Points b and c of Clause 1 of this Article and failing to rectify these conditions within the time limit set by the Stock Exchange;

c) Failing to comply with any of the obligations of a market maker member and the Stock Exchange deems it necessary to suspend market-making activities.

5. Voluntary withdrawal of market maker membership status for exchange-traded fund swap certificates

a) Documents for voluntarily withdrawing market maker membership status include the application for withdrawal of market maker membership according to Model 27A attached to this Decree; minutes of the termination of the market-making agreement for exchange-traded fund swap certificates;

b) Within seven working days from the receipt of complete and valid documents as stipulated in Point a of this Clause, the Stock Exchange shall issue a decision withdrawing the market maker membership status.

6. The Stock Exchange shall compulsorily withdraw the market maker membership status for exchange-traded fund swap certificates in the following cases:

a) After the suspension period for market-making activities, the market maker member for exchange-traded fund swap certificates fails to rectify the causes leading to the suspension;

b) Being withdrawn from membership status on the listed market by the Stock Exchange.”

35. Amend and supplement the name of Article 107; amend and supplement some points and clauses of Article 107 as follows:

a) Amend and supplement the name of Article 107 as follows:

“Article 107. General Provisions on Listing of Securities”

b) Amend and supplement Point d and Point đ of Clause 1 of Article 107 as follows:

“d) In cases where the submission of the listing registration documents to the Stock Exchange exceeds the deadline for publishing quarterly financial reports as required for listed companies, the organization applying for listing must submit the financial report of that quarter. If the listing application is submitted after the end of the half-year reporting period, the organization applying for listing must submit the reviewed or audited half-year financial report by an approved auditing organization;

đ) In cases where a listed share issuing organization increases its registered capital (excluding share issuances for dividends, share issuances to increase equity from own funds, share issuances as bonuses for employees, and share issuances to convert bonds) after the most recent audited accounting period, the organization applying for listing must submit an additional report on the increased registered capital, which has been audited by an approved auditing organization, or an audited financial report by an approved auditing organization.”

c) Add Clause 4 following Clause 3 of Article 107 as follows:

“4. The operating results, accumulated losses, and shareholders' equity of the organization applying for listing and the listed organization shall be considered in accordance with Clause 8 of Article 7 of this Decree.”

36. Amend and supplement some points and clauses of Article 109 as follows:

a) Amend and supplement point c clause 1 of Article 109 as follows:

“c) The ratio of net profit after tax to shareholders' equity (ROE) for the year immediately preceding the year of listing registration must be at least 5%, and the business operations of the two years immediately preceding the year of listing registration must have been profitable; there must be no cumulative loss based on the most recent audited financial report, and in cases where the listing registration is made after the end of the semi-annual financial reporting period, it shall be based on the reviewed or audited semi-annual financial report.”

In cases where an organization registers for listing while simultaneously conducting an initial public offering and submits a complete application to the Stock Exchange within 60 days from the end of the annual accounting period, the above criteria shall be based on the audited annual financial report as stipulated in point c clause 1 of Article 111a of this Decree;

b) Amend and supplement clause 2 of Article 109 as follows:

“2. The classification and arrangement of listed shares shall be based on the criteria specified in the regulations of the Vietnam Stock Exchange, including one or more criteria related to the registered capital, market value, duration of operation, financial situation, shareholder structure, and corporate governance.”

37. Amend and supplement point b clause 1 of Article 110 as follows:

“b) Listing prospectus according to Model No. 29 attached as an appendix to this Decree; Decision approving by the competent state agency regarding the privatization program (in cases where the application for listing shares of a privatized enterprise is submitted); Decision of the General Meeting of Shareholders approving the listing of shares;”

38. Add Article 111a before Article 111 as follows:

“Article 111a. Registration for listing shares concurrently with the initial public offering of joint-stock companies

1. An organization registering for listing shall submit the following documents when filing the application for the initial public offering concurrently with the listing registration:

a) Documents prescribed in points a, đ, g clause 1 of Article 110 of this Decree;

b) Listing prospectus according to Model No. 29A attached as an appendix to this Decree; Decision of the General Meeting of Shareholders approving the listing of shares;

c) Financial statements of the organization registering for listing for the two consecutive years prior to the listing year, as stipulated in clause 4 of Article 11 of this Decree;

d) Report on the subscribed registered capital up to the time of the initial public offering, as stipulated in point k clause 1 of Article 18 of the Securities Law.

2. Within 30 days from the date of receiving a complete application as stipulated in clause 1 of this Article, the Stock Exchange shall issue a notification to the organization registering for listing regarding whether it meets the condition of having a subscribed registered capital of VND 30 billion or more at the time of listing registration, as stipulated in point a clause 1 of Article 109, and other conditions stipulated in points c, e, g clause 1 of Article 109 of this Decree; if rejected, the reasons must be clearly stated in writing. The notification from the Stock Exchange to the organization registering for listing must also be sent to the State Securities Commission.

3. Within one working day from the date the Stock Exchange receives the notification from the State Securities Commission about receiving the report on the results of the initial public offering, the Stock Exchange shall issue a request for the organization registering for listing to supplement the following documents:

a) Application for continued consideration of listing registration according to Model No. 28B attached as an appendix to this Decree;

b) Updated information on the listing prospectus according to Model No. 29B attached as an appendix to this Decree;

c) Certificate of Enterprise Registration, License for Establishment and Operation, or equivalent legal documents, updated with the registered capital of the organization registering for listing after the initial public offering;

d) Documents prescribed in points c, d clause 1 of Article 110 of this Decree.

4. Within 15 days from the date the State Securities Commission issues a notification about receiving the report on the results of the initial public offering, the organization registering for listing shall be responsible for submitting supplementary documents to the Stock Exchange where the listing registration is made, as stipulated in clause 3 of this Article.

5. Within 15 days from the date of receiving valid documents as stipulated in clause 3 of this Article, if the organization registering for listing meets the market value condition stipulated in point a clause 1 of Article 109 and other conditions stipulated in points d, đ clause 1 of Article 109 of this Decree, the Stock Exchange shall issue a decision to approve the listing of shares. If rejected, the Stock Exchange shall provide a written response with clear reasons.

6. Within five working days from the date the Stock Exchange issues a decision to approve the listing of shares, the organization registering for listing must register the first trading date for the listed shares (the trading date must be at least six working days after the date the Stock Exchange receives the application from the organization registering for listing but not later than 30 days from the date the Stock Exchange issues the decision to approve the listing). The Stock Exchange shall announce the first trading date for the approved listed shares after receiving the registration form for the first trading date from the organization registering for listing and the notification from the Vietnam Securities Depository and Central Counterparty Company that the shares have been registered with the Vietnam Securities Depository and Central Counterparty Company.”

39. Amend and supplement the name of Article 111 and amend and supplement clause 2 of Article 111 as follows:

a) Amend and supplement the name of Article 111 as follows:

“Article 111. Procedures for registering for listing shares not falling under the case of registering for listing shares concurrently with the initial public offering, procedures for listing fund certificates.”

b) Amend and supplement clause 2 of Article 111 as follows:

“2. Organizations registering for listing must implement the entry of securities into trading as stipulated in clause 6 of Article 111a of this Decree.”

40. Amend and supplement some points and clauses of Article 113 as follows:

a) Amend and supplement Clause 1 and Clause 2 of Article 113 as follows:

“1. In the cases provided for in Points a and c of Clause 1 of Article 112 of this Decree, the registration listing dossier shall include the documents prescribed in Points a, b, c, g, and h of Clause 1 of Article 110 of this Decree, wherein the financial report prescribed in Point h of Clause 1 of Article 110 of this Decree shall be replaced by the audited annual financial reports of the two most recent years of the enterprises being merged, audited by an approved auditing organization.

2. In the case provided for in Point b of Clause 1 of Article 112 of this Decree, the registration listing dossier shall include the documents prescribed in Points a, b, c, g, and h of Clause 1 of Article 110 of this Decree, wherein the financial report prescribed in Point h of Clause 1 of Article 110 of this Decree shall be replaced by the audited annual financial reports of the two most recent years of the enterprises being merged and the consolidated financial information report for the year immediately preceding the year of merger, audited by an approved auditing organization.”

b) Amend and supplement Point b of Clause 7 of Article 113 as follows:

“b. Within thirty days from the date of receipt of a valid registration listing dossier, the Securities Trading Exchange shall approve the registration listing; if it refuses to approve, it must provide a written response stating the reasons. The entity registering for listing must implement the trading of shares according to the provisions of Clause 6 of Article 111a of this Decree.”

41. Amend and supplement some Points and Clauses of Article 114 as follows:

a) Amend and supplement Point d of Clause 2 of Article 114 as follows:

“d. The documents prescribed in Point b of Clause 1 of this Article.”

b) Amend and supplement Point c of Clause 7 of Article 114 as follows:

“c. Within five working days from the date the Securities Trading Exchange issues a decision to continue listing and additional listing, the listed entity must register the trading date for the new quantity of securities (the trading date must be at least six working days after the date the Securities Trading Exchange receives the request document from the listed entity but not more than thirty days from the date of issuance of the decision approving the change in listing). If the additional listed securities include restricted transferable securities, the listed entity simultaneously registers the trading date for the restricted transferable securities at a specified time after the end of the restricted transfer period. The Securities Trading Exchange announces the first trading date for the approved listed shares after receiving the registration form for the first trading date of the listed shares from the entity registering for listing and the document from the Vietnam Securities Depository and Central Counterparty Company confirming that those shares have been registered with the Vietnam Securities Depository and Central Counterparty Company.”

42. Amend and supplement some Points and Clauses of Article 115 as follows:

a) Amend and supplement Point b of Clause 2 of Article 115 as follows:

“b. An audit report on the subscribed capital of the company separated after the separation date, conducted by an approved auditing organization; financial statements for the two consecutive years immediately preceding the separation year of the separated company;”

b) Amend and supplement Point b of Clause 8 of Article 115 as follows:

“b. Within seven days from the date of receipt of a valid dossier, the Securities Trading Exchange shall issue a decision to continue listing; if it refuses, it must provide a written response stating the reasons. The entity registering for listing must implement the procedures for trading shares according to the provisions of Clause 6 of Article 111a of this Decree.”

c) Amend and supplement Point b of Clause 9 of Article 115 as follows:

“b. Within thirty days from the date of receipt of a valid dossier, the Securities Trading Exchange shall issue a decision to continue listing; if it refuses, it must provide a written response stating the reasons. The entity registering for listing must implement the procedures for trading shares according to the provisions of Clause 6 of Article 111a of this Decree.”

43. Amend the name of Article 117; amend and supplement Point b and Point c of Clause 2 of Article 117 as follows:

a) Amend the name of Article 117 as follows:

Article 117. Changing the registration of listed shares or closed-end fund certificates when changing the number of listed shares or certificates without being in the case of company merger, division, or other corporate restructuring cases.

b) Amend and supplement Points b and c Clause 2 Article 117 as follows:

“b) Certificate of adjustment for the Certificate of Registration to establish a securities investment fund, License of adjustment for the License to establish and operate a securities investment company, License of adjustment for the operation license of credit institutions after the issuance period in the case where credit institutions carry out money-raising issuance;

c) Report on the subscribed registered capital that has been audited by an approved auditing organization, except for the cases of issuing shares to pay dividends, issuing shares to increase share capital from the owner's equity, issuing bonus shares to employees, and issuing shares to convert bonds.”

44. Amend and supplement some points and clauses of Article 118 as follows:

a) Amend and supplement Clause 2 Article 118 as follows:

“2. Documents for registering bond listing

a) Application for bond listing registration according to Model No. 28 or Model No. 28A Appendix issued together with this Decree;

b) Register of bondholders of the entity applying for listing established within one month before the submission of the listing registration application; Prospectus for bond listing according to Model No. 29C or Model No. 29D or Model No. 29Đ Appendix issued together with this Decree.”

b) Amend and supplement Point b Clause 3 Article 118 as follows:

“b) Within five working days from the date the Stock Exchange issues the decision approving the bond listing, the entity applying for listing must register the first trading day for the listed bonds (the trading day must be at least six working days after the date the Stock Exchange receives the application for listing from the entity but not more than thirty days from the date the Stock Exchange issues the decision approving the listing). The Stock Exchange will announce the first trading day for the listed bonds after receiving the bond listing entity’s application for the first trading day and the Vietnam Securities Depository’s document confirming the bond registration.”

45. Add Article 118a after Article 118 as follows:

“Article 118a. Changing the registration of bond listing

1. Listed entities shall change the bond listing registration in the event of converting part of the bonds into shares, redeeming part of the bonds early, exchanging part of the bonds, or other cases leading to changes in the number of listed bonds.

2. Documents for changing the listing registration

a) Listing change registration form according to Model No. 31 Appendix issued together with this Decree, specifying the reasons for the listing change and related documents;

b) Report on the completion of redeeming part of the bonds or completing the conversion of part of the bonds into shares or completing the exchange of part of the bonds, accompanied by evidence proving the completion of redemption, conversion, or exchange of part of the bonds.

3. Procedures for implementing the change in listing registration

a) Within thirty days from the end of the share issuance period converted from bonds or from the date of changing the number of listed bonds, the listed entity must submit the documents for changing the bond listing registration;

b) Within five working days from the date of receiving valid documents, the Stock Exchange is responsible for approving the change in listing registration.”

46. Add Article 119a after Article 119 as follows:

Article 119a. Listing of Guaranteed Warrants

  1. Documents for the initial listing of guaranteed warrants

a) The registration form for listing guaranteed warrants according to Form No. 28C attached as an appendix to this Decree;

b) Disclosure of information on adjusted guaranteed warrants according to Form No. 31B attached as an appendix to this Decree (if applicable).

  1. Procedure for approval of listing of guaranteed warrants

  2. When issuing a report on the results of warrant issuance to the State Securities Commission, the issuer simultaneously submits the registration dossier for listing warrants to the Stock Exchange and the registration dossier for warrant custody to the Vietnam Securities Depository and Central Depository Corporation;

  3. Within three working days from the date of receipt of the notification from the State Securities Commission regarding the receipt of the report on the results of warrant issuance and the valid registration dossier for listing, the Stock Exchange shall issue a decision approving the listing of warrants;

  4. Within two working days from the date of receipt of the notification from the Vietnam Securities Depository and Central Depository Corporation regarding the registration of warrants at the Vietnam Securities Depository and Central Depository Corporation, the Stock Exchange shall issue a document regarding warrant trading. Warrants will officially be traded on the system from the second working day following the date the Stock Exchange issues the document regarding warrant trading.

  5. Changes to the registration for listing of guaranteed warrants due to changes in the number of listed guaranteed warrants when one of the following situations occurs:

a) The listed entity implements an additional issuance of warrants for previously issued warrants;

b) The total quantity of underlying securities that can be converted from all issued warrants exceeds a percentage ratio of the total quantity of freely tradable underlying securities as directed by the Minister of Finance. The reduction in the number of listed warrants shall be carried out according to the principle:

The listed entity must reduce the number of unissued listed warrants with remaining time less than two months from the date the excess ratio arises until the maturity date;

In case the quantity of circulating warrants is less than 5% of the issued quantity, reduce the listing by 80% of the issued quantity;

In case the quantity of circulating warrants is between 5% and 10% of the issued quantity, reduce the listing by 70% of the issued quantity;

c) The listed entity may change and reduce part of the listing after a minimum of thirty days from the listing date according to the principle: the remaining number of warrants (after reducing the number of listed warrants) must reach at least 10% of the issued warrants.

4. Documents for changing the registration for listing of guaranteed warrants

a) The registration form for changing the listing according to Form No. 31A attached as an appendix to this Decree;

b) Decision of the Board of Directors or the Board of Members or the company's owner approving the change in listing (for the case specified in point c, Clause 3 of this Article);

c) Disclosure of information on adjusted guaranteed warrants according to Form No. 31B attached as an appendix to this Decree (if applicable).

5. Procedure for approval of changes to the registration for listing of guaranteed warrants for the case specified in point a, Clause 3 of this Article:

a) When reporting the results of warrant issuance to the State Securities Commission, the issuer simultaneously submits the registration dossier for changing the listing of warrants to the Stock Exchange and the registration dossier for warrant custody to the Vietnam Securities Depository and Central Depository Corporation;

b) Within three working days from the date of receipt of the notification from the State Securities Commission regarding the receipt of the report on the results of warrant issuance and the valid registration dossier for changing the listing, the Stock Exchange approves the change in the listing;

c) Within two working days from the date of receipt of the notification from the Vietnam Securities Depository and Central Depository Corporation regarding the registration of warrants at the Vietnam Securities Depository and Central Depository Corporation, the Stock Exchange issues a document regarding the trading of warrants with changed listing. The increased quantity of warrants will officially be traded on the system from the second working day following the date the Stock Exchange issues the document regarding the trading of warrants with changed listing.

6. Procedure for changing the registration for listing of guaranteed warrants for the case specified in point b, Clause 3 of this Article:

a) The Stock Exchange notifies entities listing warrants on the same underlying asset about the need to delist a portion of the warrants, and requests these entities to report the quantity of unissued warrants with remaining time less than two months from the date the excess ratio arises until the maturity date;

b) Within two working days from the date the Stock Exchange sends the notification as stipulated in point a of this clause, the listed entities submit the registration dossier for changing the listing of warrants to the Stock Exchange;

c) Within five working days from the date the Stock Exchange sends the notification to the listed entities, based on the dossiers submitted by the listed entities and considering the Risk Management Report for entities not submitting dossiers, the Stock Exchange issues a decision regarding the change in the listing of warrants.

7. Procedure for changing the registration for listing of guaranteed warrants for the case specified in point c, Clause 3 of this Article:

Within seven working days from the date of receipt of the valid registration dossier for changing the listing, the Stock Exchange issues a decision regarding the change in the listing of warrants. If rejected, the Stock Exchange responds in writing and specifies the reasons.

47. Amend and supplement some points and clauses of Article 120 as follows:

a) Amend and supplement points b, c, đ, e, i, l, o of Clause 1 of Article 120 as follows:

“b) Listed entities that have registered for temporary suspension of business operations or been temporarily suspended, discontinued, or terminated from business operations for one year or more upon request or decision of the business registration authority or competent state agency;

c) Listed entities whose operating licenses have been revoked in their respective fields;

đ) Shares not being listed for trading within thirty days from the date the Stock Exchange approves the registration for listing.

e) The business operation incurs losses as reported in the audited annual financial statements for the last three consecutive years, or the cumulative loss exceeds the subscribed registered capital or the equity is negative as reported in the most recent audited annual financial statement before the review time point;

i) The listed organization fails to submit the audited annual financial report within three consecutive years or fails to fulfill its reporting obligation for the audited financial report of the previous fiscal year upon the end of the fiscal year;

l) The listed organization is penalized for violations according to the decision of the competent authority regarding prohibited acts stipulated in Clauses 1, 2, 3, and 7 of Article 12 of the Securities Law;

o) The listed organization fails to complete its financial obligations to the Stock Exchange within six months from the deadline for fulfilling such financial obligations as prescribed; other cases deemed necessary by the Stock Exchange or the Securities Commission to delist in order to protect investors' rights and interests.";

b) Amend and supplement Point a and Point d of Clause 3 of Article 120 as follows:

“a) A closed-end fund, real estate investment fund, or publicly traded securities investment company no longer meets the condition of having at least 100 non-professional investors for a continuous period of six months;

d) The fund certificates or shares of a securities investment company are not listed for trading within thirty days from the date the Stock Exchange approves the listing registration;";

c) Amend and supplement Clause 4 of Article 120 as follows:

“4. Shares of a public company, closed-end fund certificates, real estate investment fund certificates, exchange-traded fund certificates, and shares of a securities investment company subject to mandatory delisting shall continue to be traded for a maximum period of thirty days from the date of the delisting decision, except in cases of delisting pursuant to Points c, d, đ, l of Clause 1 and Points c, d, đ, e of Clause 3 of this Article.”;

d) Amend and supplement Point a of Clause 5 of Article 120 as follows:

“a) Bonds that have reached their maturity date (including cases where the listed organization has extended the maturity date); bonds listed by the organization that have been repurchased or converted or exchanged entirely before the maturity date;";

đ) Amend and supplement Point c of Clause 5 of Article 120 as follows:

“c) Cases stipulated in Points b, c, h, l of Clause 1 of this Article and Clause 2 of Article 119 of this Decree; the issuer does not list the bonds for trading as prescribed in Clause 3 of Article 118 of this Decree.”;

e) Add Clause 5a following Clause 5 of Article 120 as follows:

“5a. Listed bonds issued by international financial organizations in Vietnam shall be subject to mandatory delisting if they reach their maturity date or if the issuer repurchases all the bonds before the maturity date.”;

g) Add Clause 7 following Clause 6 of Article 120 as follows:

“7. In special cases to fulfill economic-social tasks, national defense-security missions, the Prime Minister may decide not to apply the mandatory delisting provisions set forth in Point e of Clause 1 of this Article for specific cases.”;

48. Amend and supplement some points and clauses of Article 121 as follows:

a) Amend and supplement Clause 2 of Article 121 as follows:

“2. Conditions for voluntary delisting of warrant certificates with collateral

The listed organization owns all unissued warrant certificates and requests to delist all unissued warrant certificates after a minimum of thirty days from the listing date.”;

b) Amend and supplement Point b of Clause 3 of Article 121 as follows:

“b) The resolution of the Shareholders' Meeting (for the case of voluntary delisting of shares) or the Investors' Assembly (for the case of voluntary delisting of fund certificates) or the Board of Directors or the Board of Members or the Owner (for the case of voluntary delisting of warrant certificates with collateral) approving the voluntary delisting;”;

49. Amend and supplement Article 124 as follows:

“Article 124. Documents and procedures for registering the listing of securities issued by foreign issuers

1. The listing registration documents include the documents specified in Clause 1 of Article 110 of this Decree for the case of listing shares; the documents specified in Clause 2 of Article 118 of this Decree for the case of listing bonds.

2. The listing registration procedure on the Stock Exchange shall be carried out in accordance with Articles 111 and 118 of this Decree.”;

50. Amend and supplement Article 126 as follows:

“Article 126. Listing and Trading of Securities on Foreign Stock Exchanges

1. Public companies, securities companies, and securities investment fund management companies of Vietnam shall list and trade securities on foreign stock exchanges in accordance with the regulations of the country where the securities are listed and traded.

2. Public companies, securities companies, and securities investment fund management companies of Vietnam must register to list and trade securities on foreign stock exchanges in conjunction with offering securities abroad.”;

51. Amend and supplement Point b of Clause 2 of Article 131

“b) Comply with the provisions of Clauses 3, 4, and 5 of Article 128 of this Decree.”;

52. Amend and supplement Point b of Clause 1 of Article 133 as follows:

“b) A company that has been forcibly delisted or voluntarily delisted but remains a public company;”;

53. Amend and supplement Clause 1 and Clause 2 of Article 135 as follows:

“1. Within five working days from the receipt of a valid application, the Stock Exchange shall issue a decision to approve the registration for trading and simultaneously publish the information to the market.

2. Within thirty days from the date the Securities Trading Department issues the decision approving the registration for stock trading, the organization registering for trading must register the first trading day for the registered stocks (the trading day must be at least six working days after the date the Securities Trading Department receives the request document from the organization registering for trading but not more than thirty days from the date the Securities Trading Department issues the decision approving the registration for trading). The Securities Trading Department shall issue a notice of the first trading day for the approved registered stocks after receiving the registration form for the first trading day for the registered stocks from the organization registering for trading and the document from the Vietnam Securities Depository Corporation regarding the registration of such stocks with the Vietnam Securities Depository Corporation.

54. Amend and supplement Point c Clause 3 Article 136 as follows:

“c) Within five working days from the date the Securities Trading Department issues the decision approving the change in registration for trading, the organization registering for trading must register the trading day for the new number of shares (the trading day must be at least six working days after the date the Securities Trading Department receives the request document from the organization registering for trading but not more than thirty days from the date the Securities Trading Department issues the decision approving the change in registration for trading). In case the registered stocks for additional trading include restricted transferable shares, the organization registering for trading must simultaneously register the trading day for the restricted transferable shares at a specific time point after the end of the restricted transfer period. The Securities Trading Department shall issue a notice of the first trading day for the increased number of registered stocks after receiving the registration form for the first trading day for the registered stocks from the organization registering for trading and the document from the Vietnam Securities Depository Corporation regarding the adjustment of the number of registered stocks with the Vietnam Securities Depository Corporation.”

55. Amend and supplement Clause 2 Article 138 as follows:

“2. In case of direct investment as provided in Point a Clause 1 of this Article, foreign investors must register the securities trading code with the custodian member so that the custodian member can register with the Vietnam Securities Depository Corporation before carrying out investment activities. In case of indirect investment as provided in Point b Clause 1 of this Article, foreign investors are not required to register the securities trading code; the fund management company, the foreign fund management company branch in Vietnam entrusted with the capital of foreign investors, must register the securities trading code according to the principles stipulated in Points d, đ Clause 2 of Article 145 of this Decree.”

56. Amend and supplement some clauses of Article 139 as follows:

a) Amend and supplement Clause 2 Article 139 as follows:

“2. The maximum foreign ownership ratio at a public corporation implementing corporate shareholding according to the laws on corporate shareholding shall be carried out in accordance with the provisions of the laws on corporate shareholding. In case the laws on corporate shareholding do not provide for it, it shall be implemented in accordance with the provisions of Clause 1 of this Article.”

b) Amend and supplement Clause 5 Article 139 as follows:

“5. In case a public corporation has a foreign ownership ratio exceeding the ratio prescribed in Clause 1, Clause 2 of this Article, the public corporation must ensure that the foreign ownership ratio at the corporation does not increase and the shareholders of the public corporation who are foreign investors and economic organizations with foreign investors owning over fifty percent of the charter capital are only allowed to sell shares to domestic investors until the foreign ownership ratio at the public corporation complies with the provisions of Clause 1, Clause 2 of this Article, except for receiving dividends in the form of shares, receiving bonus shares, purchasing shares in the additional issuance for existing shareholders according to the exercise ratio, receiving shares due to merger, receiving shares due to business consolidation, receiving shares due to inheritance or according to court judgments, arbitration decisions, enforcement agencies, transferring the portfolio of their own shares to a new securities deposit account corresponding to the issued securities trading code and in cases where other relevant laws provide otherwise.”

57. Amend and supplement the name of Article 141 and some points, clauses of Article 141 as follows:

a) Amend and supplement the name of Article 141 as follows:

“Article 141. Responsibility for reporting the maximum foreign ownership ratio and reporting changes in the maximum foreign ownership ratio of public corporations.”

b) Amend and supplement Clause 2 Article 141 as follows:

“2. Public corporations are responsible for the accuracy and legality when determining the foreign ownership ratio for industries and businesses and the maximum foreign ownership ratio at the corporation according to the provisions of Clause 1, Clause 2 of Article 139 of this Decree.”

c) Supplement Point b1 after Point b Clause 4 Article 141 as follows:

“b1) Laws on corporate shareholding provide for changes in the maximum foreign ownership ratio.”

58. Amend and supplement the name of Article 142 and some points, clauses of Article 142 as follows:

a) Amend and supplement the name of Article 142 as follows:

“Article 142. Documents, procedures, and formalities for reporting the maximum foreign ownership ratio and reporting changes in the maximum foreign ownership ratio at public corporations.”

b) Amend and supplement Point b, Point c Clause 1 Article 142 as follows:

“b) Certificate of Enterprise Registration or Business License, or Confirmation of Change in Enterprise Registration Content, including information on the registered business industry or documents from competent state authorities confirming the registered business industry;

c) In case the public corporation is a shareholding enterprise according to the provisions of Clause 2 of Article 139 of this Decree, it must supplement the document of the competent authority approving the shareholding program, including information on the maximum foreign ownership ratio of the corporation (if any);”

c) Amend and supplement Point b Clause 2 Article 142 as follows:

“b) Documents specified in Points b, c Clause 1 of this Article.”

d) Supplement Clause 2a after Clause 2 Article 142 as follows:

"2a. A public company is not required to submit documents as specified in points b and c, Clause 1, and point b, Clause 2, Article 2 of this Law if such documents have been published on the Securities Commission's Information Disclosure System or information about the business sector registered for operation by the public company has been posted on the National Portal for Business Registration."

d) Amend and supplement Clause 3 and Clause 4 of Article 142 as follows:

"3. Within seven working days from the date of receiving complete and valid documents, the Securities Commission shall issue a written notification regarding the receipt of the maximum foreign ownership ratio declaration form or the change in the maximum foreign ownership ratio declaration form at a public company, and simultaneously send it to the Vietnam Securities Depository and Central Depository Corporation and the stock exchange where the company is listed or traded; in case of refusal, a written response must be provided with clear reasons stated.

4. The Vietnam Securities Depository and Central Depository Corporation shall update and adjust the maximum foreign ownership ratio at the public company on its system within two working days from the date of receiving the notification from the Securities Commission as stipulated in Clause 3 of this Article or the time indicated in the notification from the Securities Commission."

59. Amend and supplement Clause 1 of Article 143 as follows:

"1. Economic organizations that are public companies, publicly traded securities investment companies, closed-end securities investment funds, fund members, and other economic organizations with foreign invested capital must apply the regulations on the foreign ownership ratio, procedures, and formalities for investment in the securities market as foreign investors when a foreign investor holds more than 50% of the charter capital, except for securities companies engaged in risk management activities or market-making activities in accordance with the guidelines of the Minister of Finance."

60. Amend and supplement point a, Clause 2 of Article 145 as follows:

"a) Foreign securities companies and foreign securities investment fund management companies shall be granted two trading code numbers: one trading code number for their own trading activities and one trading code number for managing client trading activities;"

61. Amend and supplement some points and clauses of Article 146 as follows:

a) Amend and supplement point c and point d, Clause 3 of Article 146 as follows:

"c) Within one working day from the date of receiving the declaration information from the depository member, the Vietnam Securities Depository and Central Depository Corporation shall send an electronic confirmation of the trading code number to the depository member. In case of rejection, the Vietnam Securities Depository and Central Depository Corporation must respond through the system and provide clear reasons;

d) Within one working day from the date of receiving the electronic confirmation of the trading code number from the Vietnam Securities Depository and Central Depository Corporation, the depository member shall notify the trading code number to the organization or individual who has applied for registration and send a written confirmation of the trading code number to the organization or individual upon request."

b) Amend and supplement Clause 5 of Article 146 as follows:

"5. Organizations and individuals applying for a trading code number shall bear legal responsibility before Vietnamese law for the accuracy and truthfulness of the application documents for the trading code number. Depository members shall be responsible for reviewing the completeness and validity of the application documents for the trading code number; accurately and truthfully declare all information provided by organizations and individuals on the system at the Vietnam Securities Depository and Central Depository Corporation; retain all application documents for the trading code number and provide them to the Securities Commission upon written request."

62. Amend and supplement some points and clauses of Article 147 as follows:

a) Amend and supplement point c, Clause 2 of Article 147 as follows:

"c) At the request of the depository member after the depository member receives the request to cancel the trading code number from the organization or individual."

b) Add Clause 2a and Clause 2b after Clause 2 of Article 147 as follows:

"2a. Procedures and formalities for canceling the trading code number in cases specified in point c, Clause 2 of this Article

a) Organizations and individuals submit the Application for Cancellation of Trading Code Number to the depository member according to Model No. 43 attached to this Decree;

b) The depository member declares the information in the Application for Cancellation of Trading Code Number on the system at the Vietnam Securities Depository and Central Depository Corporation;

c) Within one working day from the date of receiving the declaration information from the depository member, the Vietnam Securities Depository and Central Depository Corporation shall send an electronic confirmation of cancellation of the trading code number to the depository member. In case of rejection, the Vietnam Securities Depository and Central Depository Corporation must respond through the system and provide clear reasons;

d) Within one working day from the date of receiving the electronic confirmation of cancellation of the trading code number from the Vietnam Securities Depository and Central Depository Corporation, the depository member shall notify the organization or individual.

2b. Organizations and individuals shall bear legal responsibility before Vietnamese law for the accuracy and truthfulness of the information in the application for cancellation of the trading code number. Depository members shall be responsible for reviewing the completeness and validity of the application for cancellation of the trading code number; accurately and truthfully declare all information provided by organizations and individuals on the system at the Vietnam Securities Depository and Central Depository Corporation; retain all applications for cancellation of the trading code number and provide them to the Securities Commission upon written request."

63. Amend and supplement Article 148 as follows:

"Article 148. Changes to information related to the trading code number

1. Organizations and individuals who have been granted a trading code number must follow the procedures to change information related to the trading code number at the depository member in the following cases:

a) Change of depository member;

b) Change of name, country or territory of registration, headquarters address, or business registration license number for organizations."

c) Changing the name, nationality, contact address, passport number, or other lawful personal identification for individuals.

2. Documents for changing information

a) A report on the change of information of organizations and individuals who have been assigned a securities trading code according to Form No. 44 attached as an appendix to this Decree;

b) Certificate of business registration or License of establishment and operation containing the changed contents or other documents about changes according to Form No. 42 attached as an appendix to this Decree for cases where the contents are changed as provided in point b, Clause 1 of this Article;

c) New passport or new lawful personal identification for cases where the contents are changed as provided in point c, Clause 1 of this Article.

3. Procedure for reporting changes in information

a) For changes as provided in point a, Clause 1 of this Article, organizations and individuals must complete the change procedures with the depository member before making the change. For changes as provided in points b and c, Clause 1 of this Article, organizations and individuals must complete the change procedures within thirty days from the date of the change;

b) Organizations and individuals submit the documents as stipulated in Clause 2 of this Article to the depository member;

c) The depository member declares the changed information of organizations and individuals according to Form No. 44 attached as an appendix to this Decree on the system at Vietnam Securities Depository and Central Counterparty Corporation (excluding passport number and other lawful personal identification for individuals and business registration license number for organizations);

d) Within one working day from the date of receiving the declared information from the depository member, Vietnam Securities Depository and Central Counterparty Corporation adjusts the changed information and sends an electronic confirmation to the depository member. In case of refusal, Vietnam Securities Depository and Central Counterparty Corporation must respond on the system and clearly state the reasons;

e) Within one working day from the date of receiving the electronic confirmation from Vietnam Securities Depository and Central Counterparty Corporation, the depository member notifies the confirmation of the changes related to the securities trading code to the organization or individual and sends a written confirmation of the changes related to the securities trading code to the organization or individual upon request.

4. Organizations and individuals who have been assigned a securities trading code shall be responsible under Vietnamese law for the accuracy and truthfulness of the documents for changing information. The depository member has the responsibility to examine the completeness and validity of the documents for changing information; declare fully, accurately, and truthfully all information provided by organizations and individuals on the system at Vietnam Securities Depository and Central Counterparty Corporation; retain all documents and provide them to the State Securities Commission when requested in writing.”

64. Supplement some clauses of Article 149 as follows:

a) Supplement Clause 3a and Clause 3b after Clause 3 of Article 149 as follows:

“3a. Public companies and issuers must complete the registration of securities with Vietnam Securities Depository and Central Counterparty Corporation before listing securities for trading on the stock exchange's trading system.

3b. Registration of securities with Vietnam Securities Depository and Central Counterparty Corporation does not indicate that such securities meet the conditions for listing or registration for trading on the stock exchange.”

b) Supplement Clause 4a after Clause 4 of Article 149 as follows:

“4a. Vietnam Securities Depository and Central Counterparty Corporation provides information related to ownership of registered securities upon request of competent authorities. The request for providing information must specify the content, purpose, form of provision, and legal basis determining the authority to request the provision of information. Vietnam Securities Depository and Central Counterparty Corporation has the right to refuse requests for information that do not comply with this Decree and relevant laws. The requesting authority shall be responsible for the request for information and shall have the responsibility to keep the provided information confidential.”

65. Amend and supplement some clauses of Article 150 as follows:

a) Amend and supplement Clause 1 of Article 150 as follows:

“1. Central counterparty clearing and settlement mechanism for securities transactions applies to listed and registered securities transactions conducted through the securities trading system, except for clearing and settlement of debt instruments and corporate bonds.”

b) Supplement Clause 4a after Clause 4 of Article 150 as follows:

“4a. After the subsidiary of Vietnam Securities Depository and Central Counterparty Corporation is established to carry out central counterparty clearing of securities transactions, the implementation of central counterparty clearing and determination of settlement obligations for securities transactions according to the provisions of this Decree shall be carried out by the subsidiary based on the delegation of Vietnam Securities Depository and Central Counterparty Corporation. The subsidiary shall allocate five percent of its annual revenue from its business operations to establish a risk prevention fund to handle risks during the processing of its business operations. This allocation shall be included in the subsidiary’s operating costs when determining taxable income. The balance of the risk prevention fund shall not exceed thirty percent of the subsidiary’s charter capital. The Minister of Finance shall regulate the establishment, management, and utilization of the risk prevention fund of the subsidiary of Vietnam Securities Depository and Central Counterparty Corporation.”

66. Amend and supplement Clause 1 of Article 151 as follows:

“1. It is a securities company, commercial bank, or foreign bank branch that has been granted a Certificate of Registration for Securities Custody Operations by the State Securities Commission.”

67. Amend and supplement some points and clauses of Article 156 as follows:

a) Amend and supplement Point d, Clause 1 of Article 156 as follows:

"d) Refuse to act as surety for securities transactions when not owning securities in accordance with the provisions of the law; transactions of clearing members and non-clearing members entrusting clearing, securities transaction settlements through clearing members carried out after the Vietnam Securities Depository and Clearing Corporation requests the Stock Exchange to suspend trading activities of these members; transactions where the completion of settlement will affect the safety of the securities transaction clearing and settlement system; other invalid transactions as prescribed by the Minister of Finance;"

b) Amend and supplement Clause 3 of Article 156 as follows:

"3. Deduct 5% of annual revenue from the business operations of the Vietnam Securities Depository and Clearing Corporation to establish a business risk prevention fund to handle risks during the process of handling business operations of the Vietnam Securities Depository and Clearing Corporation. This deduction is included in the expenses of the Vietnam Securities Depository and Clearing Corporation when determining taxable income. The balance of the business risk prevention fund shall not exceed 30% of the charter capital of the Vietnam Securities Depository and Clearing Corporation. The Minister of Finance shall stipulate the procedures for establishing, managing, and using the business risk prevention fund of the Vietnam Securities Depository and Clearing Corporation."

68. Supplement Clause 3 after Clause 2 of Article 157 as follows:

"3. In addition to the rights and obligations prescribed in Clause 1 and Clause 2 of this Article, a securities company that is a clearing member shall perform other rights and obligations as prescribed by law in coordinating to carry out clearing and settlement activities of securities transactions between the clearing member securities company and the depositary bank that is not a clearing member."

69. Amend and supplement Clause 4 of Article 169 as follows:

"4. When registered securities collateral is deregistered centrally according to the law, the Vietnam Securities Depository and Clearing Corporation shall notify the depositary member holding the securities used as collateral to notify the parties to proceed with the deregistration of the collateral registration procedure. If the parties do not proceed with the deregistration of the collateral registration, the Vietnam Securities Depository and Clearing Corporation shall automatically remove the collateral to deregister the securities."

70. Amend and supplement Clause 3 of Article 174 as follows:

"3. Issuance, adjustment of the Business Registration Certificate, the Operating Registration Certificate, and the Business Location Registration Certificate at the business registration authority shall be carried out according to the law on enterprises after the securities company, investment fund management company, branch of a foreign securities company, and foreign fund management company in Vietnam have received the Securities Business Establishment and Operation License, decisions approving or adjusting the Securities Business Establishment and Operation License, and decisions approving as prescribed in Clause 1 of this Article. Financial and accounting systems of securities companies, investment fund management companies, and branches of foreign securities businesses shall be implemented in accordance with the guidelines of the Minister of Finance."

71. Amend and supplement Point d and Point đ of Clause 2 of Article 178 as follows:

"d) The audited annual financial statements of the foreign securities business organization; if the foreign securities business organization is a parent company, it must also provide the audited consolidated financial statements (if available); and the documents prescribed in Clause 3 of Article 176 and Clauses 4, 5, 6 of Article 177 of this Decree;"

"đ) In case the foreign securities business organization is currently investing in Vietnam, it must also provide: a list of funds, investment portfolios in Vietnam confirmed by the custodian bank of the funds in Vietnam."

72. Supplement Article 202a after Article 202 as follows:

"Article 202a. Offering of Guaranteed Warrants

1. Conditions for offering guaranteed warrants

a) The issuer is a securities company licensed for proprietary securities trading; has a minimum charter capital and net worth of VND 1,000 billion according to the most recent audited annual financial statements; is not currently suspended or halted from operations;

b) Has a resolution of the Shareholders' Meeting or Board of Members or owner of the company approving the proposal to offer guaranteed warrants;

c) Has a resolution of the Board of Directors or Board of Members or owner of the company approving the offering plan and listing of guaranteed warrants;

d) Has an audited annual financial statement by an approved auditing organization with an unqualified audit opinion; if the audit opinion is a qualified opinion, the exception must not affect the offering conditions, and the issuer must provide reasonable documentation and confirmation from the auditing organization regarding the impact of the exception. If a valid application is submitted within 60 days from the end of the fiscal year, the most recent annual financial statement may be unaudited, but there must be an audited financial statement of the immediately preceding year meeting the above requirements;

đ) Has collateral assets for payment consisting of one or more or all of the following: cash, deposit certificates, deposit contracts; or a payment guarantee from a custodian bank. The collateral value must be pledged at the custodian bank with an initial collateral value of at least 50% of the expected value of the guaranteed warrants offered. The custodian bank must not be a related party of the issuer as defined by the securities law;

e) The issuer must open a blocked account to receive proceeds from the purchase of guaranteed warrants of the offering period in accordance with Article 8 of this Decree;

g) Comply with the obligation to settle guaranteed warrants and other financial products in cases where guaranteed warrants or other financial products have been previously offered.

2. An issuing organization may only conduct additional offerings when the number of guaranteed warrant shares currently circulating exceeds 80% of the number of guaranteed warrant shares issued, and the remaining time until the expiration date of the guaranteed warrant shares is more than 30 days. The guaranteed warrant shares offered for additional issuance must contain corresponding contents of the initial offering of guaranteed warrant shares and adjusted information on guaranteed warrant shares (if any), except for the quantity of guaranteed warrant shares registered for issuance and the registration price.

3. Documents for registering the offering of guaranteed warrant shares

a) A registration form for the offering of guaranteed warrant shares according to Model No. 76A attached as an appendix to this Decree.

b) The resolution of the Shareholders' General Meeting, Board of Members, or the decision of the company's owner approving the proposal to offer guaranteed warrant shares; the total limit of guaranteed warrant shares permitted for offering or the ratio of the value of guaranteed warrant shares permitted for offering compared to the available capital value of the company; the plan for ensuring payment and obligations of the issuing organization towards the holder of guaranteed warrant shares in case the issuing organization loses its ability to pay, merges, consolidates, dissolves, or goes bankrupt.

c) The resolution of the Board of Directors or Board of Members or the decision of the company's owner approving the offering plan and the listing of guaranteed warrant shares, wherein the issuance plan must clearly state: type of warrant, warrant style, underlying securities, term of the warrant, offering price or range of offering prices, number of warrants, exercise price or range of exercise prices. In cases where the issuance plan has not yet determined the offering price or exercise price, the company must determine the offering price and exercise price in the Issuance Announcement within the price range approved by the Board of Directors or Board of Members or the company's owner.

d) The prospectus as prescribed in Clause 4, Article 19 of the Securities Law;

đ) The most recent annual financial report audited by an approved auditing organization. In cases where the valid application is submitted within 60 days from the end of the accounting period, the most recent financial report can be unaudited, but it must include the audited financial report of the immediately preceding year;

e) A margin deposit agreement for securing the payment of guaranteed warrant shares signed with the depository bank or a confirmation letter of guarantee for the payment of guaranteed warrant shares from the depository bank. This document in the initial application submitted to the State Securities Commission may be replaced by a principle agreement on accepting collateral for the payment of guaranteed warrant shares signed with the depository bank or a commitment letter of guarantee for the payment of guaranteed warrant shares from the depository bank, but it must be sent to the State Securities Commission before the issuance of the Registration Certificate for Offering Guaranteed Warrant Shares.

g) A confirmation document from a bank or foreign bank branch regarding the opening of a blocked account to receive funds for purchasing guaranteed warrant shares in the offering.

4. The documents specified in point đ, Clause 3 of this Article are exempted if such documents have been submitted to the State Securities Commission in accordance with regulations on reporting and disclosing information.

5. In cases where the issuing organization has already obtained a Registration Certificate for Offering Guaranteed Warrant Shares, the documents for registering the offering of guaranteed warrant shares in subsequent additional offerings or initial offerings of other guaranteed warrant shares shall include the documents specified in points a, c, d, e, g, Clause 3 of this Article; and the documents specified in points b, đ, Clause 3 of this Article if there is new content or changes.

6. The procedures for registering the offering of guaranteed warrant shares shall be carried out as follows:

a) As stipulated in Clauses 1, 2, 4, 5, 7, 8, 9 of Article 41 of this Decree.

b) Within seven working days from the date of receiving notification from the State Securities Commission regarding the requirement to complete the procedures for issuing the Registration Certificate for Offering Guaranteed Warrant Shares, the issuing organization shall submit four copies of the official prospectus to the State Securities Commission to complete the procedures for issuing the Registration Certificate for Offering Guaranteed Warrant Shares.

c) The issuing organization shall distribute guaranteed warrant shares in accordance with Article 26 of the Securities Law, ensuring a minimum subscription period of three days for investors, which must be recorded in the Issuance Announcement. The issuing organization may transfer unsold guaranteed warrant shares to its proprietary trading account and continue distributing them through the stock exchange trading system after listing through market-making activities in accordance with the rules of the stock exchange.

7. The depository bank selected by the issuing organization must undertake at least the following responsibilities:

a) To hold the collateral assets for the payment of the issuing organization; manage the collateral assets separately from other assets of the issuing organization and other assets of the depository bank;

b) To freeze the collateral assets deposited by the issuing organization;

c) To carry out collection, payment, settlement, and transfer of funds related to the activities of the issuing organization upon lawful request of the issuing organization, the State Securities Commission, the stock exchange, and the Vietnam Securities Depository Corporation;

d) To confirm reports prepared by the issuing organization related to collateral assets;

đ) To report to the State Securities Commission when discovering violations of laws by the issuing organization of guaranteed warrant shares;

e) To charge fees for services related to guaranteed warrant shares in accordance with the law.

8. The Minister of Finance shall provide guidance on guaranteed warrant certificates; underlying securities of guaranteed warrant certificates; issuance, trading, settlement, and exercise limits of guaranteed warrant certificates; types and methods of exercising warrants; adjustments to guaranteed warrant certificates; market-making activities, risk management, and protection of the rights and interests of holders of guaranteed warrant certificates; reporting, information disclosure, and other related activities involving guaranteed warrant certificates.”

73. Amend and supplement some points and clauses of Article 213 as follows:

a) Amend and supplement Point b Clause 3 of Article 213 as follows:

“b) Hold a professional certificate for fund and asset management or an equivalent certificate;”

b) Amend and supplement Point đ Clause 4 of Article 213 as follows:

“đ) A valid securities practice certificate from abroad or equivalent documentation proving that the individual is legally permitted to practice securities abroad; or relevant professional certificates in securities or equivalent certificates;”

c) Amend and supplement Clause 5 of Article 213 as follows:

“5. The application for issuance of a securities practice certificate prescribed in Clause 4 of this Article is simultaneously the registration form for the securities practice certificate examination, wherein the criminal record certificate may be submitted to the State Securities Commission within twenty days from the date the results of the securities practice certificate examination are announced on the State Securities Commission’s website.

The application must be submitted to the State Securities Commission and will not be returned, even if the individual does not take the examination or is not issued a securities practice certificate. Individuals registering for the examination must pay the examination fees as stipulated.”

d) Supplement Clause 5a following Clause 5 of Article 213 as follows:

“5a. The State Securities Commission organizes the securities practice certificate examination with two parts: Part I on securities laws and the Vietnamese securities market and Part II on professional knowledge. Within fifteen days from the end of the securities practice certificate examination session, the State Securities Commission will announce the examination results on its website.”

đ) Amend and supplement Clause 6 of Article 213 as follows:

“6. Procedures for issuing a securities practice certificate

a) The State Securities Commission issues a securities practice certificate (in paper or electronic form) to individuals who pass the securities practice certificate examination. Within thirty days from the date the examination results are announced on the State Securities Commission’s website, the State Securities Commission issues a decision to issue the securities practice certificate and notifies the applicant to pay the fee. In cases of refusal or when the criminal record certificate needs to be amended or supplemented, the State Securities Commission must respond in writing and specify the reasons.

b) For cases where the criminal record certificate needs to be amended or supplemented according to Point a of this Clause, the examinee must complete the criminal record certificate according to the requirements of the State Securities Commission within the time limit specified in Clause 8 of Article 6 of this Decree. The State Securities Commission issues a decision to issue the securities practice certificate and notifies the applicant to pay the fee within ten days from the end of the completion period; in cases of refusal, the State Securities Commission must respond in writing and specify the reasons.

c) If the examination results for the securities practice certificate are not satisfactory in one part, the examinee may retake the unsatisfactory part within one year from the date the State Securities Commission announces the first examination results or the next examination session immediately following the examinee's participation. Beyond this period, the examinee must retake both parts. If the examinee registers to retake the unsatisfactory part, the applicant must submit the application for the securities practice certificate examination and the application for issuance of the securities practice certificate according to Points a, b, c, e of Clause 4 and Clause 5 of this Article.”

e) Amend and supplement Clause 8 of Article 213 as follows:

“8. The Minister of Finance shall prescribe fees for issuing and reissuing securities practice certificates; and professional certificates and equivalent certificates as prescribed in Point b Clause 1, Point b Clause 2, and Point b Clause 3 of this Article.”

74. Amend and supplement some points and clauses of Article 214 as follows:

a) Amend and supplement Point a Clause 1 of Article 214 as follows:

“a) The securities practice certificate is revoked according to Point a, c Clause 3 of Article 97 of the Securities Law or is damaged or lost. In cases where the securities practice certificate is revoked according to Point a, c Clause 3 of Article 97 of the Securities Law, the securities practice certificate will be reissued to individuals meeting the conditions prescribed in Clauses 1, 2, 3 of Article 213 of this Decree corresponding to the type of securities practice certificate requested.”

b) Amend and supplement Point b Clause 2 of Article 214 as follows:

“b) In cases where the securities practice certificate is lost, damaged, or the personal identification information in the certificate has changed, the application for reissuance of the securities practice certificate includes: Application for reissuance of the securities practice certificate according to Model No. 85 attached to this Decree; Valid citizen identity card, citizen identity card, or passport; Two photographs measuring 4 cm x 6 cm taken within six months prior to the date the State Securities Commission receives the application; The securities practice certificate issued by the State Securities Commission, except in cases of reissuance due to loss of the certificate.”

c) Amend and supplement Clause 3 of Article 214 as follows:

“3. Procedures for reissuing a securities practice certificate

a) For cases prescribed in Point a Clause 2 of this Article, the procedures for reissuing a securities practice certificate shall be carried out according to the provisions of Clauses 5, 5a, 6, 7 of Article 213 of this Decree;

b) In the case provided for in point b, Clause 2 of this Article, within seven working days from the date of receiving valid documents, the Securities Commission shall issue a decision to reissue the securities practice certificate (in paper or electronic form) and notify the applicant to pay the fee; in case of refusal, it must provide a written response stating the reasons.

75. Amend and supplement Clause 2 of Article 215 as follows:

“2. Within thirty days from the date the Securities Commission issues a decision to revoke the securities practice certificate and publishes information about the revocation on its website, in cases where the securities practice certificate was issued in paper form, the person whose certificate has been revoked must return the securities practice certificate to the Securities Commission.”

76. Amend and supplement point d of Clause 5 of Article 216 as follows:

“d) Before January 20 each year, organizations employing securities practitioners must report to the Securities Commission on the situation regarding the use of securities practitioners at their company in the preceding year according to Model No. 87 attached hereto. The report shall be submitted electronically through the Securities Commission’s database system.”

77. Amend and supplement point d of Clause 3 of Article 232 as follows:

“d) A confirmation document from the depositary bank or supervisory bank and the investment fund management company, detailing the payment amount and asset distribution list for each investor according to the liquidation plan approved by the Shareholder Meeting, or a confirmation from the Vietnam Securities Depository Corporation regarding the completion of asset allocation and registration of securities for investors upon request of the investment fund management company, depositary bank, supervisory bank (if applicable), and investors; a confirmation from the shareholder registry organization, issuing organization, and recipient enterprise of the fund regarding the completion of ownership transfer of shares or capital contributions to each investor participating in the fund upon request of the investment fund management company.”

78. Amend and supplement Clause 3 of Article 275 as follows:

“3. A member of the Board of Directors of a public company may concurrently serve as a member of the Board of Directors or Board of Members in a maximum of five other companies.”

79. Amend and supplement Clause 2 of Article 276 as follows:

“2. The number of non-executive members of the Board of Directors of a public company must comply with the following requirements:

a) There must be at least one non-executive member when the company has three to five Board of Directors members;

b) There must be at least two non-executive members when the company has six to eight Board of Directors members;

c) There must be at least three non-executive members when the company has nine to eleven Board of Directors members.”

80. Amend and supplement Clause 3 of Article 277 as follows:

“3. Each independent Board of Directors member of a listed company must prepare a report evaluating the activities of the Board of Directors.”

81. Amend and supplement some clauses of Article 278 as follows:

a) Amend and supplement Clause 8 of Article 278 as follows:

“8. Organize training and briefing sessions on corporate governance and necessary skills for Board of Directors members, General Managers (Directors), Company Management Officers, and other managers of the company.”

b) Add Clause 10 after Clause 9 of Article 278 as follows:

“10. Implement dividend payments to shareholders in accordance with the law after being approved by the Annual General Meeting of Shareholders.”

82. Amend and supplement Clause 4 of Article 280 as follows:

“4. Activities of independent Board of Directors members and the results of individual independent members' evaluations of the Board of Directors’ activities (for listed companies).”

83. Add Clause 6 after Clause 5 of Article 291 as follows:

“6. The Director, General Manager shall not be related to the manager of the enterprise, the Supervisor of the company and parent company, the state capital representative, or the enterprise capital representative at the company and parent company as stipulated in point d, Clause 46 of Article 4 of the Securities Law.”

84. Amend and supplement Clauses 3, 4, and 5 of Article 293 as follows:

“3. Public companies shall not provide loans or guarantees to related parties of organizational shareholders, except in the following cases:

a) The public company is a credit institution;

b) The public company and the organization that is a related party of the shareholder are companies within the same group or operate as a group of companies, including parent-child companies, economic groups, and such transactions must be approved by the Annual General Meeting of Shareholders or the Board of Directors in accordance with the Company Charter; at the same time, the organization that is a related party shall not be a shareholder of the public company as stipulated in Clause 2 of this Article;

c) Where otherwise provided by law.

4. Public companies may only carry out the following transactions after obtaining approval from the Annual General Meeting of Shareholders:

a) Providing loans or guarantees to Board of Directors members, Supervisory Board members, Directors (General Managers), other managers who are not shareholders, and individuals or organizations related to these persons. In cases where loans or guarantees are provided to organizations related to Board of Directors members, Supervisory Board members, Directors (General Managers), other managers, and the public company and the organization (except in cases where the organization is a shareholder of the public company as stipulated in Clause 2 of this Article) are companies within the same group or operate as a group of companies, including parent-child companies, economic groups, such transactions must be approved by the Annual General Meeting of Shareholders or the Board of Directors in accordance with the Company Charter.

b) Transactions with a value of 35% or more, or transactions leading to a cumulative transaction value over twelve months from the first transaction date reaching 35% or more of the total asset value recorded in the most recent financial report or another smaller ratio or value as specified in the Company Charter between the public company and one of the following entities:

Members of the Board of Directors, members of the Supervisory Board, the General Director (Managing Director), other managers, and related parties of these entities;

Shareholders holding more than 10% of the total ordinary share capital of the company and their related parties;

Businesses related to the entities specified in Clause 2 of Article 164 of the Enterprise Law;

c) Contracts and transactions involving loans or sales of assets with a value greater than 10% of the total asset value reported in the most recent financial report between the company and shareholders owning 51% or more of the total voting shares or related parties of such shareholders.

5. The Board of Directors approves contracts and transactions specified in point b of Clause 4 of this Article with a value less than 35% of the total asset value reported in the most recent financial report or another ratio or value lower as provided for in the Company's Articles of Association.”

85. Amend and supplement Clause 1 and Clause 2 of Article 304 as follows:

“1. The State Securities Commission issues a decision to temporarily suspend, partially or completely halt trading activities at the Stock Exchange in cases prescribed in Clause 1 of Article 49 of the Securities Law, and implements the resumption of partial or complete trading activities at the Stock Exchange according to the provisions of Clause 2 of Article 49 of the Securities Law.

2. The period for temporarily suspending or halting partial or complete trading activities at the Stock Exchange shall not exceed five working days. In necessary cases, the State Securities Commission may consider extending the period for temporarily suspending or halting partial or complete trading activities at the Stock Exchange, with each extension not exceeding five working days.”

86. Amend and supplement Article 305 as follows:

Article 305. Temporarily suspending, partially or completely halting, or resuming registration, custody, settlement, and securities payment activities of the Vietnam Securities Depository Corporation and its subsidiaries

1. The State Securities Commission issues a decision to temporarily suspend, partially or completely halt registration, custody, settlement, and securities payment activities of the Vietnam Securities Depository Corporation and its subsidiaries in cases prescribed in Clause 1 of Article 68 of the Securities Law, and implements the resumption of partial or complete registration, custody, settlement, and securities payment activities of the Vietnam Securities Depository Corporation and its subsidiaries according to the provisions of Clause 2 of Article 68 of the Securities Law.

2. The period for temporarily suspending or halting partial or complete registration, custody, settlement, and securities payment activities of the Vietnam Securities Depository Corporation and its subsidiaries shall not exceed five working days. In necessary cases, the State Securities Commission may consider extending the period for temporarily suspending or halting partial or complete registration, custody, settlement, and securities payment activities of the Vietnam Securities Depository Corporation and its subsidiaries, with each extension not exceeding five working days.

3. Within twenty-four hours from the date of issuance of the decision to temporarily suspend, partially or completely halt, or resume registration, custody, settlement, and securities payment activities as stipulated in Clauses 1 and 2 of this Article, information must be published on the website of the State Securities Commission, the Vietnam Securities Depository Corporation, and its subsidiaries. The Vietnam Securities Depository Corporation and its subsidiaries must implement the suspension, partial or complete halt, or resumption of registration, custody, settlement, and securities payment activities and publish information about this on their websites.”

87. Supplement Clause 6 after Clause 5 of Article 307 as follows:

“6. In cases where they are prohibited from conducting securities trading activities, organizations and individuals are only allowed to sell securities held in their trading accounts and are not permitted to continue purchasing securities through trading accounts, except in cases of implementing transactions or transfers pursuant to judgments or decisions of courts that have taken legal effect, decisions of arbitration bodies, or inheritance as prescribed by law. During the period of prohibition from conducting securities trading activities, the holder of the securities may exercise rights arising from the securities in accordance with the provisions of the law.”

88. Amend and supplement some points of Clause 1 of Article 308 as follows:

a) Amend and supplement Point c and Point d of Clause 1 of Article 308 as follows:

“c) Within twenty-four hours from receiving the decision to freeze the account, the Vietnam Securities Depository Corporation must execute the freezing of securities on the relevant securities custody account (excluding the number of securities pending settlement for established securities sale transactions prior to the account being frozen), the securities company where the frozen account is located must simultaneously freeze the trading account and notify the account holder of this action;

d) When the freezing period recorded in the decision of the Chairman of the State Securities Commission expires, or when there is a decision to unfreeze the securities trading account issued by the Chairman of the State Securities Commission, the Vietnam Securities Depository Corporation will execute the unfreezing of securities on the relevant securities custody account, the securities company where the frozen account is located will simultaneously unfreeze the securities trading account and notify the account holder of this action;”

b) Supplement Point đ after Point d of Clause 1 of Article 308 as follows:

"d) In case of account freezing for securities, organizations and individuals shall not be allowed to buy or sell securities on the trading account, except when performing transactions or transferring securities within the frozen account pursuant to judgments or decisions of courts that have taken legal effect, decisions of arbitration bodies, or inheritance as prescribed by law. During the period of account freezing for securities, the holder of securities may exercise rights arising from the securities on the account in accordance with the provisions of the law. Securities and money remaining in the trading account after performing transactions or transfers pursuant to judgments or decisions of courts that have taken legal effect, decisions of arbitration bodies, or inheritance as prescribed by law, or exercising rights arising from the securities on the account shall continue to be frozen until the end of the freezing period or until a decision to lift the freeze is made by the Chairman of the State Securities Commission."

89. Amend and supplement some clauses of Article 310 as follows:

a) Amend and supplement Clause 4 of Article 310 as follows:

“4. Public companies holding treasury shares purchased before the Securities Law No. 54/2019/QH14 takes effect may sell treasury shares or use them as bonus shares in accordance with the provisions of the Securities Law No. 70/2006/QH11, which has been amended and supplemented by the Securities Law No. 62/2010/QH12 and detailed implementing regulations thereof. Such companies shall not repurchase their own shares until they complete the disposal of the previously purchased treasury shares, except in cases where they repurchase shares in accordance with Clause 2 and Clause 6 of Article 36 of the Securities Law No. 54/2019/QH14, as amended and supplemented by Law No. 56/2024/QH15.”

b) Amend and supplement Clause 13 of Article 310 as follows:

“13. By no later than December 31, 2027, securities settlement and payment activities under the central counterparty mechanism shall be implemented in accordance with this Decree. Until the implementation of the central counterparty mechanism, securities settlement and payment activities shall be carried out in accordance with the regulations of the Minister of Finance.”

c) Supplement Clause 13a following Clause 13 of Article 310 as follows:

“13a. During the period prior to the implementation of securities settlement and payment activities under the central counterparty mechanism, securities companies that are depositary members may register as trading members of the stock exchange.”

d) Supplement Clause 21 following Clause 20 of Article 310 as follows:

“21. Enterprises undergoing shareholding reform in accordance with the law on shareholding reform before January 1, 2021 shall apply the provisions of Point d, Clause 1 of Article 109 of this Decree.”

Article 2. Add, replace some terms, phrases, annexes; abolish some points, clauses, articles, annexes of Decree No. 155/2020/NĐ-CP

1. Replace the phrase “Identity Card” with the phrase “Citizen Identification Number” at Point a, Clause 3, Point a, Clause 4, Point a, Clause 5 of Article 5; replace the phrase “annual financial report for the first accounting period after restructuring,” “annual financial report for the first accounting period after merger” with the phrase “annual financial report for the first accounting period from the restructuring date to the end of the fiscal year” at Articles 31, 32, 33; replace the phrase “annual financial report for the last accounting period before restructuring,” “annual financial report for the last accounting period before merger” with the phrase “annual financial report for the last accounting period from the beginning of the fiscal year to the restructuring date” at Articles 31, 32, 33; replace the phrase “corporate bonds” with the phrase “bonds” at Article 118; replace the phrase “enterprise” with the phrase “public company, securities company, investment fund management company” at Article 128; replace the phrase “Vietnam Securities Depository and Central Counterparty Corporation” with the phrase “Vietnam Securities Depository and Central Counterparty Corporation, subsidiaries of Vietnam Securities Depository and Central Counterparty Corporation” at Point c, Clause 3, Clause 4 of Article 302 of Decree No. 155/2020/NĐ-CP.

2. Replace the phrase “Identity Card/Identity Card Number/ID Card/ID Card Number/ID Card/Citizen Identification Card/Citizen Identification Card Number/Citizen Identification Card” with the phrase “Personal Identification Number,” and remove information about issuance date and place of issuance of ID Card/ID Card Number/ID Card/Citizen Identification Card/Citizen Identification Card Number/Citizen Identification Card from Forms No. 06, 10, 24, 40, 64, 66, 68, 71, 76, 79, 82, 86, 87, 90, 103 of the Annex issued together with Decree No. 155/2020/NĐ-CP.

3. Replace the phrase “Vietnam Securities Depository and Central Counterparty Corporation” with the phrase “Name of Depositary Member,” and remove the phrase “confirmed by the depositary member” from Form No. 44 of the Annex issued together with Decree No. 155/2020/NĐ-CP.

4. Amend 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; abolish Forms No. 33, 34 of the Annex issued together with Decree No. 155/2020/NĐ-CP; supplement Forms No. 07A, 07B, 25A, 27A, 28A, 28B, 28C, 29A, 29B, 29C, 29D, 29Đ, 31A, 31B, 76A of the Annex issued together with this Decree.

5. Abolish 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 đ 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 đ, 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/NĐ-CP.

Article 3. Transitional Provisions

1. Organizations and individuals who have been granted permission or approval by the State Securities Commission, Stock Exchange, Vietnam Securities Depository and Central Counterparty Corporation before this Decree takes effect shall not need to reapply for permission or approval in accordance with this Decree.

2. Organizations and individuals who have submitted valid reports to the State Securities Commission, Stock Exchange before this Decree takes effect shall continue to follow the provisions of Decree No. 155/2020/NĐ-CP.

3. Joint-stock companies that have not completed the procedure for announcing the maximum foreign ownership ratio as prescribed in Decree No. 155/2020/NĐ-CP shall be responsible for completing the announcement of the maximum foreign ownership ratio within twelve months from the date this Decree takes effect.

4. Joint-stock companies that have completed the announcement of the maximum foreign ownership ratio and the announcement of changes to the maximum foreign ownership ratio as stipulated in point e, Clause 1, Article 139, point c, Clause 4, Article 141, and point d, Clause 1, Article 142 of Decree No. 155/2020/NĐ-CP shall proceed as follows:

a) Continue to implement according to the announced maximum foreign ownership ratio until the announcement of changes to the maximum foreign ownership ratio as prescribed in point b of this clause.

b) Joint-stock companies may change the maximum foreign ownership ratio based on the Resolution of the Shareholders' Meeting but must ensure that it is higher than the most recently announced maximum foreign ownership ratio and does not exceed the ratios specified in points a, b, c, d, đ of Clause 1, Article 139 of Decree No. 155/2020/NĐ-CP. The notification dossier for changing the maximum foreign ownership ratio includes the documents prescribed in Clause 2, Article 142 of Decree No. 155/2020/NĐ-CP, amended and supplemented at points c, d of Clause 58, Article 1 of this Decree, and the Resolution of the Shareholders' Meeting. The procedures and formalities for notifying changes to the maximum foreign ownership ratio shall be carried out in accordance with Clause 3, Article 142 of Decree No. 155/2020/NĐ-CP, amended and supplemented at point đ of Clause 58, Article 1 of this Decree.

5. Joint-stock companies as prescribed in point d, Clause 1, Article 11 of Law No. 56/2024/QH15 may offer shares to existing shareholders according to the shareholding ratio through a public securities offering as prescribed in this Decree and Decree No. 155/2020/NĐ-CP until they lose their status as joint-stock companies.

6. In cases where individuals have obtained examination results meeting the requirements before the effective date of this Decree and submit applications for issuance of a securities business practice certificate after the effective date of this Decree, the issuance of the securities business practice certificate shall be carried out in accordance with the laws in effect at the time of the examination.

For candidates who retake parts of the examination for issuance of a securities business practice certificate that were not passed in the initial examination period, which began accepting applications before the effective date of this Decree, the examination and issuance of the securities business practice certificate shall be carried out in accordance with the laws in effect on the date the examination application period began.

For candidates who retake parts of the examination for issuance of a securities business practice certificate that were not passed in the initial examination period, which began accepting applications after the effective date of this Decree, they must submit examination and issuance of the securities business practice certificate applications in accordance with Clause 4, Article 213 of Decree No. 155/2020/NĐ-CP. The examination and issuance of the securities business practice certificate shall be carried out in accordance with this Decree.

7. Khi Ủy ban Chứng khoán Nhà nước triển khai cấp Chứng chỉ hành nghề điện tử, Chứng chỉ hành nghề bản giấy đã cấp trước đó được chuyển đổi sang Chứng chỉ hành nghề điện tử theo hướng dẫn của Ủy ban Chứng khoán Nhà nước. Chứng chỉ hành nghề bản giấy hết hiệu lực kể từ khi chuyển đổi.

Điều 4. Hiệu lực thi hành

Nghị định này có hiệu lực thi hành kể từ ngày ký ban hành.

Điều 5. Tổ chức thực hiện

Các Bộ trưởng, Thủ trưởng cơ quan ngang Bộ, Thủ trưởng cơ quan thuộc Chính phủ, Chủ tịch Ủy ban nhân dân các tỉnh, thành phố trực thuộc Trung ương chịu trách nhiệm thi hành Nghị định này./.

Nơi nhận:

- Ban Bí thư Trung ương Đảng;
- Thủ tướng, các Phó Thủ tướng Chính phủ;
- Các bộ, cơ quan ngang bộ, cơ quan thuộc Chính phủ;
- HĐND, UBND các tỉnh, thành phố trực thuộc trung ương;
- Văn phòng Trung ương và các Ban của Đảng;
- Văn phòng Tổng Bí thư;
- Văn phòng Chủ tịch nước;
- Hội đồng Dân tộc và các Ủy ban của Quốc hội;
- Văn phòng Quốc hội;
- Tòa án nhân dân tối cao;
- Viện Kiểm sát nhân dân tối cao;
- Kiểm toán nhà nước;
- Ủy ban trung ương Mặt trận Tổ quốc Việt Nam;

- Cơ quan trung ương của các tổ chức chính trị - xã hội;

- VPCP: BTCN, các PCN, Trợ lý TTg, TGĐ Cổng TTĐT,
các Vụ, Cục, đơn vị trực thuộc, Công báo;

- Lưu: VT, KTTH (3b).

TM. CHÍNH PHỦ

KT. THỦ TƯỚNG

PHÓ THỦ TƯỚNG

(Đã ký)

Hồ Đức Phớc



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59/2020/QH14 Luật Doanh nghiệp số 59/2020/QH14 발효 중 76/2025/QH15 Luật Sửa đổi, bổ sung một số điều của Luật Doanh nghiệp số 76/2025/QH15 발효 중 54/2019/QH14 Luật Chứng khoán số 54/2019/QH14 발효 중 03/2022/QH15 Luật sửa đổi, bổ sung một số điều của Luật Đầu tư công, Luật Đầu tư theo phương thức đối tác công tư, Luật Đầu tư, Luật Nhà ở, Luật Đấu thầu, Luật Điện lực, Luật Doanh nghiệp, Luật Thuế tiêu thụ đặc biệt và Luật Thi hành án dân sự. số 03/2022/QH15 발효 중 56/2024/QH15 Luật sửa đổi, bổ sung một số điều của Luật Chứng khoán, Luật Kế toán, Luật Kiểm toán độc lập, Luật Ngân sách Nhà nước, Luật Quản lý, sử dụng tài sản công, Luật Quản lý thuế, Luật Thuế thu nhập cá nhân, Luật Dự trữ quốc gia, Luật Xử lý vi phạm hành chính số 56/2024/QH15 만료됨 63/2025/QH15 Luật Tổ chức chính phủ số 63/2025/QH15 발효 중 61/2020/QH14 Luật đầu tư số 61/2020/QH14 만료됨 135/2025/TT-BTC Thông tư số 135/2025/TT-BTC Quy định về hành nghề chứng khoán 발효 중 139/2025/TT-BTC Thông tư số 139/2025/TT-BTC sửa đổi, bổ sung một số điều của Thông tư số 57/2021/TTBTC ngày 12 tháng 7 năm 2021 của Bộ trưởng Bộ Tài chính quy định lộ trình sắp xếp lại thị trường giao dịch cổ phiếu, thị trường giao dịch trái phiếu, thị trường giao dịch chứng khoán phái sinh và thị trường giao dịch các loại chứng khoán khác được sửa đổi, bổ sung bởi Thông tư số 69/2023/TT-BTC ngày 15 tháng 11 năm 2023 của Bộ trưởng Bộ Tài chính 발효 중 115/2025/TT-BTC Thông tư số 115/2025/TT-BTC Sửa đổi, bổ sung một số điều của Thông tư số 118/2020/TT-BTC ngày 31 tháng 12 nãm 2020 của Bộ trưởng Bộ Tài chính hướng dẫn một sé nội dung về chào bán, phát hành chứng khoán, chào mua công khai, mua lại cô phiếu, đãng kỷ công ty dại chúng và hủy tư cách công ty đại chúng 발효 중 08/2026/TT-BTC Thông tư số 08/2026/TT-BTC Sửa đổi, bổ sung một số điều của Thông tư số 96/2020/TT-BTC ngày 16 tháng 11 năm 2020 của Bộ trưởng Bộ Tài chính hướng dẫn công bố thông tin trên thị trường chứng khoán được sửa đổi, bố sung bởi Thông tư số 68/2024/TT-BTC và Thông tư số 18/2025/TT- BTC, Thông tư số 120/2020/TT-BTC ngày 31 tháng 12 năm 2020 của Bộ trưởng Bộ Tài chính quy định giao dịch cổ phiếu niêm yết, đăng ký giao dịch và chứng chỉ quỹ, trái phiếu doanh nghiệp, chứng quyền có bảo đảm niêm yết trên hệ thống giao dịch chứng khoán đưực sửa đổi, bổ sung bởi Thông tư số 68/2024/TT-BTC, Thông tư số 121/2020/TT-BTC ngày 31 tháng 12 năm 2020 của Bộ trưởng Bộ Tài chính quy định về hoạt động của công ty chứng khoán đưực sửa đổi, bổ sung bởi Thông tư số 68/2024/TT-BTC 발효 중 136/2025/TT-BTC Thông tư số 136/2025/TT-BTC Sửa đổi, bổ sung một số điều của Thông tư số 98/2020/TT-BTC ngày 16 tháng 11 năm 2020 của Bộ trưởng Bộ Tài chính hướng dẫn hoạt động và quản lý quỹ đầu tư chứng khoán 발효 중 09/VBHN-BTC Văn bản hợp nhất số 09/VBHN-BTC Thông tư hướng dẫn việc xác định nguồn kinh phí và việc lập dự toán, quản lý, sử dụng và quyết toán kinh phí thực hiện chính sách quy định tại Nghị định số 178/2024/NĐ-CP ngày 31 tháng 12 năm 2024 của Chính phủ về chính sách, chế độ đối với cán bộ, công chức, viên chức, người lao động và lực lượng vũ trang trong thực hiện sắp xếp tổ chức bộ máy của hệ thống chính trị 발효 중 05/VBHN-BTC Văn bản hợp nhất số 05/VBHN-BTC Quy định mức thu, chế độ thu, nộp, quản lý và sử dụng phí trong lĩnh vực quản lý nuôi trồng thủy sản 발효 중
245/2025/NĐ-CP
Decree No. 245/2025/NĐ-CP Amending and supplementing some articles of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government detailing the implementation of certain provisions of the Securities Law
In effect

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