Circular 102/2025/TT-BTC amend Circular 91/2020/TT-BTC on prudential ratios and remedies to be taken by securities trading institutions that fail to achieve these ratios

CIRCULAR

Amending and supplementing a number of articles of Circular No. 91/2020/TT-BTC prescribing prudential ratios and remedies to be taken by securities trading institutions that fail to achieve these ratios

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. 29/2025/ND-CP 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 Circular No. 91/2020/TT-BTC prescribing prudential ratios and remedies to be taken by securities trading institutions that fail to achieve these ratios.

Article 1. To amend and supplement a number of points and clauses of Article 4

1. To amend and supplement Points k and n of Clause 1 as follows:

“k) Undistributed after-tax profits shall not include the values of the items prescribed in Clause 3, Article 5 and Clause 1, Article 7 of this Circular;

n) Deductions as prescribed in Article 5 of this Circular, and deduction of treasury stocks (if any);”.

2. To amend and supplement Point l of Clause 2 as follows:

“l) Deductions as prescribed in Article 6 of this Circular, and deduction of treasury stocks (if any);”.

Article 2. To amend and supplement a number of points and clauses of Article 5

1. To amend and supplement Clause 2 as follows:

“2. The value of assets used to secure the performance of obligations of securities trading institutions and other organizations or individuals which have a remaining validity duration of over 90 days. Where security assets are used for multiple obligations of a securities trading institution, the deduction amount shall be calculated in proportion to each obligation of such securities trading institution (remaining value of the obligation/security assets). Such asset value shall be determined under Clause 6, Article 10 of this Circular.”.

2. To add Clause 8 after Clause 7 as follows:

“8. Deductions as specified in Clause 9, Article 10 of this Circular.”.

Article 3. To add Clause 6 after Clause 5 of Article 6

“6. Deductions as specified in Clause 9, Article 10 of this Circular.”.

Article 4. To amend and supplement Point a, Clause 2 of Article 7

“a) Convertible bonds, except in the case specified at Point c, Clause 1, Article 4 of this Circular where they are regarded as liquidity, and redeemable preferred stocks issued by a securities trading institution which fully satisfy the following conditions:

- Having an initial term of at least 05 years;

- Being not secured with assets of the securities trading institution;

- Convertible bonds may not be redeemed before maturity, or may only be redeemed before maturity where the bond terms provide that the issuing organization may redeem the bonds before maturity at the request of the bondholder or through repurchase on the secondary market, and such redemption of convertible bonds is conducted upon satisfaction of the provisions in Clause 5 of this Article after the securities trading institution reports to the State Securities Commission in accordance with Clause 6 of this Article;

- The securities trading institution may stop paying interests and carry forward accumulated interests to the subsequent year in case the payment of interests causes business losses in the year;

- In case of dissolution of the securities trading institution, payment may be made to bond and stock holders only after the securities trading institution pays debts to all other secured and unsecured creditors;

- The interest rate increase, including an increase in the interest rate added to the reference interest rate, may only be made 05 years after the date of issuance for only once throughout the term before these preferred stocks are converted into common stocks;

- Having been registered as an addition to liquidity under Clause 4 of this Article.”.

Article 5. To amend and supplement a number of points and clauses of Article 8

1. To add Points h, i, and k after Point g of Clause 2 as follows:

“h) Expense from the revaluation difference of outstanding warrants to be paid;

i) Expense or income from unrealized foreign exchange differences;

k) Financial expenses and other non-cash expenses in the securities company’s business operations.”.

2. To add Points dd and e after Point d of Clause 3 as follows:

“dd) Expense or income from unrealized foreign exchange differences;

e) Other non-cash expenses in the fund management company’s business operations.”.

Article 6. To amend and supplement Clause 5 of Article 9

“5. The market risk value of each asset determined under Clause 4 of this Article shall be increased in case the securities trading institution invests too much in such asset, except securities subject to issuance underwriting in the form of firm commitment, government bonds and government-guaranteed bonds. This value shall be increased on the following principle:

a) An increase of 10% in case the value of an institution’s securities and contributed capital investment accounts for between 10% and 15% of the securities trading institution’s equity;

b) An increase of 20% in case the value of an institution’s securities and contributed capital investment accounts for between 15% and 25% of the securities trading institution’s equity;

c) An increase of 30% in case the value of an institution’s securities and contributed capital investment accounts for 25% or higher of the securities trading institution’s equity.”.

Article 7. To amend and supplement a number of clauses of Article 10

1. To amend and supplement Points a, g and k of Clause 1 as follows:

“a) Time deposits at credit institutions, certificates of deposit issued by credit institutions, and money on securities trading accounts of fund management companies that open trading accounts at securities companies;

g) Receivables arising from securities trading operations in conformity with law, and receivables arising from the sale of listed securities in the financial investment activities of fund management companies;

k) Contracts, transactions, and capital-use items other than the transactions and contracts recorded under Points a, b, c, d, dd, e, and g of this Clause; repurchase or resale agreements of securities or contracts of similar nature, except for the contracts provided in Points c and d of this Clause; receivables from debt trading with counterparties other than the Vietnam Asset Management Company (VAMC) and the Vietnam Debt and Asset Trading Corporation (DATC).”.

2. To amend and supplement Clause 10 as follows:

“10. The payment risk value for other cases shall be determined as follows:

a) For contracts and transactions specified at Point k, Clause 1 of this Article, the payment risk value shall be determined according to the following formula:

- For contracts or agreements on deposits for real estate purchase, and economic agreements of similar nature: Payment risk value = Deposit amount x 150%

- For loans and receivables from clients not falling under Point dd or Point g, Clause 1 of this Article: Payment risk value = Loan or receivable amount x 150%

- For other contracts or transactions: Payment risk value = Value of all assets with latent payment risk × 100%;

b) For advances to be refunded after less than 90 days (excluding extended advances; extended cases shall be deducted from liquidity ratio capital in accordance with Point b, Clause 4, Article 5 and Point b, Clause 2, Article 6 of this Circular), the payment risk value shall be determined according to the following formula:

Article 8. To annul and replace a number of provisions

1. To annul Clause 3, Article 4.

2. To replace the phrase “operational maintenance expense” with the phrase “expense for calculating operational risk” in Article 8.

3. To replace Appendix I, Appendix II, Appendix V, and Appendix VI to Circular No. 91/2020/TT-BTC with Appendix I, Appendix II, Appendix V, and Appendix VI to this Circular.

Article 9. Effect

This Circular takes effect from December 15, 2025.

Article 10. Transitional provisions

1. Within 06 months from the effective date of this Circular, securities trading institutions shall take remedial measures where the liquidity ratio falls below 180% due to changes in calculation ratios under this Circular for investments, contracts, and agreements arising prior to the effective date of this Circular. After the above-mentioned period, securities trading organizations that fail to comply shall be subject to handling measures by the State Securities Commission in accordance with Chapter III of Circular No. 91/2020/TT-BTC.

2. The market risk coefficient applicable to common shares and preferred shares of organizations listed on the Hanoi Stock Exchange prior to their relisting from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange shall be applied in accordance with Appendix I of Circular No. 91/2020/TT-BTC.