Circular 08/2026/TT-BTC Circular 08/2026/TT-BTC amending Circulars 96/2020/TT-BTC, 120/2020/TT-BTC, 121/2020/TT-BTC on securities market

CIRCULAR

Amending and supplementing a number of articles of the Minister of Finance’s Circular No. 96/2020/TT-BTC dated November 16, 2020, guiding the disclosure of information on the securities market, which was amended and supplemented under Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, the Minister of Finance’s Circular No. 120/2020/TT-BTC dated December 31, 2020, on transaction of listed shares, registration of transactions and fund certificates, corporate bonds, covered warrants listed on the securities trading system, which was amended and supplemented under Circular No. 68/2024/TT-BTC, and the Minister of Finance’s Circular No. 121/2020/TT-BTC dated December 31, 2020, providing regulations on operation of securities companies, which was amended and supplemented under Circular No. 68/2024/TT-BTC

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

Pursuant to the Law on Enterprises No. 59/2020/QH14, amended and supplemented under Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, detailing and guiding the implementation of a number of articles of the Law on Securities, amended and supplemented under Decree No. 245/2025/ND-CP;

Pursuant to the Government’s Decree No. 29/2025/ND-CP dated February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Industry and Trade, amended and supplemented under Decree No. 166/2025/ND-CP;

At the proposal of the Chairperson of the State Securities Commission of Vietnam;

The Minister of Finance hereby promulgates the Circular amending and supplementing a number of articles of the Minister of Finance’s Circular No. 96/2020/TT-BTC dated November 16, 2020, guiding the disclosure of information on the securities market, which was amended and supplemented under Circular No. 68/2024/TT-BTC and Circular No. 18/2025/TT-BTC, the Minister of Finance’s Circular No. 120/2020/TT-BTC dated December 31, 2020, on transaction of listed shares, registration of transactions and fund certificates, corporate bonds, covered warrants listed on the securities trading system, which was amended and supplemented under Circular No. 68/2024/TT-BTC, and the Minister of Finance’s Circular No. 121/2020/TT-BTC dated December 31, 2020, providing regulations on operation of securities companies, which was amended and supplemented under Circular No. 68/2024/TT-BTC.

Chapter I

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 96/2020/TT-BTC, AMENDED AND SUPPLEMENTED UNDER CIRCULAR NO. 68/2024/TT-BTC AND CIRCULAR NO. 18/2025/TT-BTC

Article 1. To amend and supplement Clause 8, Article 25, as amended and supplemented under Clause 1, Article 2 of Circular No. 18/2025/TT-BTC

“8. In case the foreign institutional investor fails to make payment for the purchase of stocks to the securities company under Clauses 6, 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC, the securities company where the foreign institutional investor placed a trading order shall send report on the foreign institutional investor’s transactions to the State Securities Commission of Vietnam, Vietnam Exchange, Vietnam Securities Depository and Clearing Corporation, using the form provided in Appendix XVII to this Circular, on the same day on which the institutional foreign investor fails to perform the obligation to make payment to the securities company as prescribed.”.

Article 2. To amend and supplement a number of clauses of Article 33, as amended and supplemented under Clauses 2 and 3, Article 2 of Circular No. 18/2025/TT-BTC

1. To amend and supplement Point a, Clause 1 as follows:

“a) At least 03 working days before the expected trading date, insiders and affiliated persons shall disclose information on expected transaction according to the forms provided in Appendix XIII or Appendix XIV to this Circular, except for the case where the securities company is an affiliated person of the insider of the listed institution or registered-for-trading institution conducting the transfer of ownership rights as prescribed at Point q2, Clause 2, Article 6 of Circular No. 119/2020/TT-BTC, Points c and d, Clause 9, Article 16 of Circular No. 121/2020/TT-BTC.

If the securities company sales stocks received into its proprietary trading account on the securities trading system in accordance with Clause 9, Article 40k of Circular No. 121/2020/TT-BTC and Point dd, Clause 9, Article 16 of Circular No. 121/2020/TT-BTC, the exemption from information disclosure shall apply to transactions conducted within 04 working days from the date the stocks are credited to the securities company’s proprietary trading account as prescribed in Clauses 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC, Points c and d, Clause 9, Article 16 of Circular No. 121/2020/TT-BTC.”.

2. To amend and supplement Clause 8 as follows:

“8. In case where the securities company is an affiliated person of the insider of the listed institution or registered-for-trading institution, it shall be subject to information disclosure, and report to the State Securities Commission of Vietnam, Stock Exchanges, and shall send notification to the listed institution or registered-for-trading institution if the trading value is VND 50 million or more per day, or the trading value is VND 200 million or more per month (calculated by par value), including the case of transfer of ownership outside the securities trading system, according to the form provided in Appendix XVIII to Circular No. 96/2020/TT-BTC within 24 hours from the following milestones:

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

b) Completion of the sale of stocks by the securities company in accordance with Clause 9, Article 40k of Circular No. 119/2020/TT-BTC, Point dd, Clause 9, Article 16 of Circular No. 121/2020/TT-BTC.”.

Article 3. To replace Appendix XVII

To replace Appendix XVII to Circular No. 96/2020/TT-BTC with Appendix XVII to this Circular.

Chapter II

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 120/2020/TT-BTC, AMENDED AND SUPPLEMENTED UNDER CIRCULAR NO. 68/2024/TT-BTC

Article 4. To amend and supplement a number of clauses of Article 6

1. To amend and supplement Clause 1 as follows:

“1. Investors must comply with the following provisions:

a) Investors shall open securities trading accounts at securities companies that are trading members in order to conduct securities transactions; for non-resident foreign investors, the placement of securities trading orders shall be carried out through a foreign securities business organization acting as a representative by using the foreign investor’s securities depository account number, or directly by the foreign investor using its/his/her own trading account;

b) From the date on which clearing and settlement of securities transactions under the central counterparty mechanism is implemented, investors must have a clearing margin account at a clearing member before conducting securities transactions. The opening of clearing margin accounts of investors shall be carried out in accordance with the law on clearing and settlement of securities transactions.”.

2. To amend and supplement Clause 3 as follows:

“3. Investors may open only one clearing margin account at a clearing member corresponding to each securities trading account, except for certain cases as prescribed by the law on clearing and settlement of securities transactions.”.

3. To amend and supplement Clause 7 as follows:

“7. Foreign securities companies and foreign securities investment fund management companies may open 02 securities trading accounts at each securities company, as follows:

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

b) One securities trading account to conduct management of trading activities for the company’s clients.”.

Article 5. To amend and supplement a number of clauses of Article 7

1. To amend and supplement Point b, Clause 2 as follows:

“b) A securities company may enter orders into the securities trading system only when the investor has satisfied the clearing margin requirements in accordance with the law on clearing and settlement of securities transactions.”.

2. To amend and supplement Clause 5 as follows:

“5. A securities company shall be responsible for controlling order placement at its company with respect to transactions involving simultaneous buying and selling in the same periodic order-matching session by an investor when receiving orders and entering client orders into the securities trading system of the Stock Exchange.”.

3. To amend and supplement Clause 6 as follows:

“6. A foreign securities company or foreign securities investment fund management company may use the trading account prescribed at Point b, Clause 7, Article 6 of this Circular, to place both buy and sell orders for the same securities code in each order-matching session (periodic or continuous) or in negotiated transactions, provided that it is ensured that the buy orders and sell orders do not belong to the same foreign investor.”.

Article 6. To add Clause 1a after Clause 1, Article 9a, as amended and supplemented under Clause 2, Article 1 of Circular No. 68/2024/TT-BTC

“1a. In case an institutional foreign investor fails to make payment for the purchase of stocks to a securities company in accordance with Clauses 6, 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC, securities companies receiving trading orders of such investor shall ensure that the placement of stock purchase orders of such investor is carried out as follows:

a) The institutional foreign investor is not allowed to place stock purchase orders not requiring full funds at the time of order placement for a period of 07 consecutive trading days from the trading day immediately following the day on which such investor fails to perform the obligation to settle the transaction as prescribed;

b) Within a period of 30 consecutive trading days, if the institutional foreign investor incurs the third occurrence of a violation of the settlement obligation with respect to stock purchase transactions not requiring full funds at the time of order placement, such investor may not place stock purchase orders not requiring full funds at the time of order placement for a period of 180 consecutive days from the trading day immediately following the day on which such investor incurs the third violation of the settlement obligation;

c) The Vietnam Exchange shall notify member securities companies that the institutional foreign investor must have sufficient funds in its securities depository account when placing stock purchase orders during the period in which such investor is not permitted to conduct stock purchase transactions not requiring full funds in accordance with Points a and b of this Clause, after receiving written notification from the Vietnam Securities Depository and Clearing Corporation regarding the institutional foreign investor’s failure to perform the settlement obligation as prescribed.”.

Chapter III

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 121/2020/TT-BTC, AMENDED AND SUPPLEMENTED UNDER CIRCULAR NO. 68/2024/TT-BTC

Article 7. To add Clause 6 to Article 2

“6. Foreign securities business organization acting as a representative means a foreign securities business organization that is authorized to represent non-resident foreign investors in using the foreign investor’s securities depository account number to place securities trading orders on behalf of foreign investors.”.

Article 8. To amend and supplement Clause 5 of Article 4

“5. To be responsible for entering into contracts with clients or with foreign securities business organizations acting as representatives when providing services to clients; to fully and truthfully provide information to clients and to foreign securities business organizations acting as representatives.”.

Article 9. To amend and supplement a number of clauses of Article 13

1. To amend and supplement Clause 3 as follows:

“3. Data on brokerage accounts of clients opening accounts at securities companies, and data on transactions of foreign investors using securities depository account numbers to conduct securities transactions through foreign securities business organizations acting as representatives at securities companies, shall be centrally managed and shall be backed up and stored at another location.”.

2. To amend and supplement Point d, Clause 4 as follows:

“d) Receive trading orders from a person who is not the holder of the trading account without written authorization from the trading account holder, except for the case where a foreign investor uses a securities depository account number to conduct securities transactions through a foreign securities business organization acting as a representative; settle transactions with a person who is not the holder of the trading account without written authorization from the trading account holder.”.

Article 10. To amend and supplement a number of clauses of Article 14

1. To amend and supplement Clause 2 as follows:

“2. A securities company shall be obliged to update any changed information of clients upon request of the clients or of foreign securities business organizations acting as representatives.”.

2. To amend and supplement Clause 3 as follows:

“3. A securities company must enter into a trading account opening contract with clients, except for the case prescribed in Article 15a of this Circular. A securities company must directly conduct securities transactions for clients and shall be legally responsible for such activities.”.

3. To amend and supplement Clause 4 as follows:

“4. A securities company must keep detailed records of cash and securities of each client, and provide information on balances and movements of cash and securities to clients upon request, except for the case where a client opens a securities depository account at a depository member that is not a trading member.”.

Article 11. To amend and supplement Clause 1 of Article 15

“1. In order to conduct purchase and sale transactions of securities for clients, a securities company must carry out procedures for opening a trading account for each client on the basis of a securities trading account opening contract with the client, except for the case prescribed in Article 15a of this Circular. Clients shall be responsible for providing full and accurate customer identification information when opening a securities trading account. The account opening contract must comply with applicable regulations and contain at least the minimum contents according to the form prescribed in Appendix III to this Circular.”.

Article 12. To add Article 15a after Article 15

“Article 15a. Use of securities depository account numbers for securities transactions

1. A foreign securities business organization acting as a representative shall use the securities depository account number of a foreign investor to place securities trading orders on behalf of a non-resident foreign investor at a securities company.

2. A securities company must conduct customer identification of foreign investors and foreign securities business organizations acting as representatives in accordance with the law on anti-money laundering.

3. A foreign securities business organization acting as a representative shall use the securities depository account number of a foreign investor to conduct purchase and sale transactions of securities for foreign investors on the basis of a contract between the foreign securities business organization acting as a representative and the securities company.

4. A foreign securities business organization acting as a representative shall be responsible for providing information of foreign investors and information on securities transactions of foreign investors upon request of the securities company or competent state agencies.

5. The contract between the securities company and the foreign securities business organization acting as a representative must include at least the following contents:

a) Agreement on receipt of orders and placement of securities trading orders;

b) Agreement on securities trading service fees and other costs arising in the course of transaction execution;

c) Agreement on authentication of foreign investors, authentication of the foreign securities business organization acting as a representative, and confirmation of trading orders before entry of orders into the trading system;

d) Provision of information of foreign investors and information on securities transactions of foreign investors upon request of the securities company or competent state agencies;

dd) Confirmation of the performance of payment obligations of investors toward the securities company when conducting share purchase transactions not requiring full funds at the time of order placement;

e) Agreement on settlement obligations of foreign investors being organizations in cases where investors do not have sufficient funds and other related costs (if any);

g) Agreement on obligations, powers and responsibilities of the contracting parties and other related parties (if any).

6. When receiving securities trading orders of foreign investors through foreign securities business organizations acting as representatives, securities companies and foreign securities business organizations acting as representatives shall comply with the following principles:

a) The securities company must apply measures to identify and cross-check to ensure that orders are received from a foreign securities business organization acting as a representative which is a contracting party under Clause 5 of this Article; ensure full recording of information at the time of order receipt, retention of evidence proving order placement, and confirmation of orders placed by the foreign securities business organization acting as a representative on behalf of foreign investors for reference when necessary;

b) The foreign securities business organization acting as a representative must apply measures to ensure full recording of information and evidence of order placement by foreign investors for reference when necessary.”.

Article 13. To amend and supplement a number of clauses of Article 16

1. To amend and supplement Clause 1 as follows:

“1. A securities company shall receive trading orders of clients or of foreign securities business organizations acting as representatives in one of the following forms:

a) Receipt of order slips directly at the transaction counter;

b) Receipt of remote orders via telephone, fax, Internet, swift messages and other transmission channels.”.

2. To amend and supplement Clause 4 as follows:

“4. A securities company shall only execute trading orders when such orders contain complete and accurate information on clients, order method, order type, trading date, time of order receipt, securities code, quantity and transaction price. Clients’ trading orders must be recorded by the securities company with the time of receipt (day, hour and minute) at the time of order receipt.

In case a foreign investor conducts transactions through a foreign securities business organization acting as a representative, the securities company may execute trading orders when such orders contain complete and accurate information on the securities depository account number of the foreign investor, information on the foreign securities business organization acting as a representative, order method, order type, trading date, time of order receipt, securities code, quantity and transaction price. Clients’ trading orders must be recorded by the securities company with the time of receipt (day, hour and minute) at the time of order receipt.”.

3. To amend and supplement Clause 7 as follows:

“7. A securities company must notify clients or foreign securities business organizations acting as representatives of the results of execution of trading orders immediately after the orders are matched, in accordance with the method agreed between the clients or the foreign securities business organizations acting as representatives and the securities company in the contract.”.

4. To amend and supplement Clause 9, as amended and supplemented under Clause 2, Article 3 of Circular No. 68/2024/TT-BGTVT as follows:

“9. Securities companies that receive orders for purchasing stocks exempted from sufficient fund requirement from foreign institutional investors as prescribed in Article 9a of Circular No. 120/2020/TT-BTC must comply with the following requirements:

a) Complying with the limit for receiving orders for stock purchase defined in accordance with Clause 10 of this Article;

b) The securities company may not receive purchase orders for stocks of the securities company itself, stocks of the parent company of the securities company itself, shares of subsidiaries having the same parent company as the securities company where such subsidiaries are holding stocks of such securities company, or stocks of other companies which the securities company is not permitted to own in accordance with relevant laws, except for the case where the securities company has an agreement contract with another securities company on receipt of transfer of ownership of such stocks in accordance with Clause 9a of this Article;

c) In case an institutional foreign investor fails to make payment for the purchase of stocks to the securities company in accordance with Clauses 6, 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC with respect to the stocks for which the securities company has received purchase orders as prescribed at Point b of this Clause, the securities company may request the Vietnam Securities Depository and Clearing Corporation to carry out transfer of ownership of such stocks and rights arising from such stocks (if any) from the account of the institutional foreign investor to the proprietary trading account of another securities company in accordance with the agreement contract between the securities company and such other securities company;

d) The transfer of ownership prescribed at Point c of this Clause shall be carried out through the ownership transfer system of the Vietnam Securities Depository and Clearing Corporation and completed within the time limits prescribed in Clauses 7 and 8, Article 40k of Circular No. 119/2020/TT-BTC;

dd) Other securities companies may sell the stocks on the securities trading system for the number of stocks received into the proprietary trading accounts as prescribed at Points c and d of this Clause, and implement agreements under the contract prescribed in Clause 9a of this Article.”.

5. To add Clause 9a after Clause 9 as follows:

“9a. The contract between a securities company and another securities company regarding the agreement on receipt of transfer of ownership of stocks for which settlement is not performed in accordance with Clause 9 of this Article must include at least the following contents:

a) Agreement on rights and responsibilities of the parties in case where the institutional foreign investor fails to perform the settlement obligation with respect to the stocks prescribed at Point b, Clause 9 of this Article;

b) Agreement on the sale of securities received through transfer of ownership from the institutional foreign investor, and the costs arising from the execution of such transaction;

c) Agreement on the application of measures in case where the receipt of transfer results in exceeding the securities company’s investment limit.”.

Article 14. To add Clause 8, Clause 9 after Clause 7, Article 28, as amended and supplemented under Clause 3, Article 3 of Circular No. 68/2024/TT-BTC

1. To add Clause 8 as follows:

“8. In case another securities company complies with Clause 9, Article 16 of this Circular, resulting in exceeding the investment limits prescribed at Points a, c, d, dd, e and g, Clause 4 of this Article, such other securities company shall not receive buy orders for stocks not requiring sufficient funds from institutional foreign investors, shall not enter into or perform contracts on agreement for receipt of transfer of ownership of stocks for which settlement is not performed until the investment limits are complied with, and shall apply necessary measures within a maximum period of 01 year to comply with the investment limits.”.

2. To add Clause 9 as follows:

“9. Other securities companies that follow provisions of Clause 9, Article 16 of this Circular must comply with Point b, Clause 4 of this Article.”.

Article 15. To replace Form II.4 of Appendix II

To replace Form II.4 of Appendix II to Circular No. 121/2020/TT-NHNN with Form II.4 of Appendix II to this Circular.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 16. Effect

1. This Circular takes effect from February 03, 2026.

2. In cases where the legal documents which are referred to in this Circular are amended, supplemented or replaced with new legal documents, the new ones shall prevail.

3. The State Securities Commission of Vietnam, Vietnam Securities Depository and Clearing Corporation, Stock Exchanges, securities companies, depository members, settlement banks, and other relevant organizations, and individuals shall implement this Circular.

* All Appendices are not translated herein.