Circular No. 90/2005/TT-BTC guiding the implementation of Decision No. 238/2005/QĐ-TTg dated September 29, 2005 of the Prime Minister on the ratio of foreign participation in the Vietnamese securities market

CIRCULAR

Guidelines for implementing Decision No. 238/2005/QD-TTg dated September 29, 2005 of the Prime Minister on the participation ratio of foreign parties in the Vietnamese securities market

of the Prime Minister regarding the participation ratio of foreign parties in the Vietnamese securities market outside

enter the Vietnamese securities market

Pursuant to Decree No. 77/2003/NĐ-CP dated July 1, 2003 on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

On the basis of Decision No. 238/2005/QD-TTg dated September 29, 2005 of the Prime Minister on the participation ratio of foreign parties in the Vietnamese securities market,

The Ministry of Finance issues guidelines for implementing Decision No. 238/2005/QD-TTg dated September 29, 2005 of the Prime Minister as follows:

This technical regulation sets out technical requirements, testing methods, sampling procedures; management requirements; responsibilities of organizations and individuals producing, trading, and importing cigarettes.

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

- Foreign organizations and individuals using their own capital to buy and sell listed and registered securities on the Securities Trading Center including entrusting through securities companies and investment fund management companies.

- Foreign securities business organizations using their own capital to contribute to joint stock companies, purchase shares, contribute to joint ventures to establish securities companies or investment fund management companies.

2. Explanation of terms

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

2.1. Foreign organizations and individuals are:

a. Organizations established under foreign laws;

b. Foreign organizations in joint venture enterprises; wholly foreign-owned enterprises established in Vietnam;

c. Foreign investment funds;

d. Foreign individuals;

e. Vietnamese individuals residing abroad.

2.2. Listed and registered shares are shares issued by an organization and listed or registered for trading on the Securities Trading Center.

2.3. Listed and registered investment fund certificates are certificates of investment funds issued and listed or registered for trading on the Securities Trading Center.

2.4. Circulating bonds are bonds issued by an organization and listed or registered for trading on the Securities Trading Center.

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

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

II. SPECIFIC PROVISIONS

1. Shareholding ratio of shares and investment fund certificates

1.1. Foreign organizations and individuals buying and selling shares and investment fund certificates on the Securities Trading Center may hold up to 49% of the total number of shares and investment fund certificates of a listed or registered organization or an investment fund.

1.2. In the case where a listed or registered organization is a foreign-invested enterprise converted to operate as a joint-stock company pursuant to Decree No. 38/2003/ND-CP dated April 15, 2003 of the Government on the conversion of some foreign-invested enterprises to operate as joint-stock companies, the total number of listed and registered shares is the number of shares issued to the public of the enterprise according to the approved plan.

1.3. In the case where foreign organizations and individuals have held more than 49% of the total number of publicly issued shares before the shares are listed or registered, they must sell shares to ensure that the maximum holding ratio of foreign parties does not exceed 49%.

2. Bond holding ratio

2.1. Foreign organizations and individuals buying and selling circulating bonds of a listed or registered organization on the Securities Trading Center are not subject to a holding ratio limit.

2.2. In the case where a foreign investor holds convertible bonds of an issuer, after converting the bonds into shares, the issuer must ensure that the holding ratio of the foreign investor does not exceed 49% of the total number of listed and registered shares of the organization.

3. Contribution ratio of foreign securities business organizations

3.1. The contribution ratio of foreign securities business organizations in the charter capital of a Vietnamese securities company or a Vietnamese investment fund management company is a maximum of 49%.

3.2. The contribution ratio of foreign securities business organizations with Vietnamese partners to establish a joint venture securities company or a joint venture investment fund management company is a maximum of 49% of the charter capital. The participating parties in the joint venture are responsible for contributing their share of capital according to the articles of association of the joint venture company and the provisions of the law.

3.3. Any change in the contribution ratio, purchase of shares, transfer of contributed capital, or share capital of foreign securities business organizations shall be decided by the Board of Directors of the securities company or the investment fund management company in accordance with Vietnamese law and must be reported to the State Securities Commission.

4. Supervision and reporting system

4.1. Foreign organizations and individuals buying and selling securities on the Securities Trading Center must register their trading code with the Securities Trading Center through a depositary member in accordance with the regulations of the Ministry of Finance, including cases of entrusting investments through securities companies and investment fund management companies. The transfer of foreign currency into and out of Vietnam by foreign organizations and individuals shall be carried out in accordance with the regulations on foreign exchange management under Vietnamese law.

4.2. The Securities Trading Center and the Securities Depository Center directly monitor the shareholding ratio of foreign organizations and individuals buying and selling securities on the Securities Trading Center. Monthly and at any time required by the State Securities Commission, the Securities Trading Center and the Securities Depository Center shall report to the State Securities Commission on the situation of holding listed and registered shares and investment fund certificates by foreign organizations and individuals (Report form at Appendix No. 01, 02 attached to this Circular).

4.3. The State Securities Commission shall be responsible for supervising the compliance with regulations by foreign securities business organizations regarding the ratio of capital contribution, purchase of shares of securities companies, fund management companies, and capital contribution to establish joint venture securities companies or joint venture fund management companies.

4.4. Annually and when necessary upon request of the Ministry of Finance, the State Securities Commission shall report to the Ministry of Finance on the situation of capital contribution, share purchases, and joint venture capital contributions by foreign securities business organizations (report form at Appendix No. 03 attached hereto).

III. IMPLEMENTATION PROVISIONS

This Circular shall take effect fifteen days from the date of publication in the Official Gazette and shall replace Circular No. 121/2003/TT-BTC dated December 12, 2003 of the Ministry of Finance guiding the ratio of foreign participation in the Vietnamese securities market.

Any difficulties or obstacles encountered during implementation should be reported to the Ministry of Finance for consideration and resolution./.