Circular 115/2025/TT-BTC amending Circular 118/2020/TT-BTC on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies

CIRCULAR

Amending and supplementing a number of articles of the Minister of Finance’s Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies

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

Pursuant to the Law on Enterprises No. 59/2020/QH14, which was 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 dated February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Finance, which was amended and supplemented under Decree No. 166/2025/ND-CP dated June 30,2025;

Pursuant to the Government Decree’s No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, which was amended and supplemented under Decree No 245/2025/ND-CP dated September 11,2025;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance hereby promulgates the Circular amending and supplementing a number of articles of the Minister of Finance’s Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies.

Article 1. To amend and supplement Clause 5, Article 2 as follows:

“5. The Vietnam Exchange and its subsidiaries (hereinafter referred to as the Stock Exchanges), the Vietnam Securities Depository and Clearing Corporation and its subsidiaries”.

Article 2. To amend and supplement a number of clauses of Article 4 as follows:

1. To amend and supplement Clause 2, Article 4 as follows:

“2. The notice of public offering of bonds shall be made according to the Form provided in Appendix No. 14 to this Circular (except for the case in Clause 2a of this Article).”

2. To add Clause 2a below Clause 2, Article 4 as follows:

“2a. The notice of public offering of bonds in Vietnam of the International Finance Corporation shall be made according to the Form provided in Appendix No. 14A to this Circular.”

Article 3. To amend and supplement a number of clauses of Article 5 as follows:

1. To amend and supplement Clause 2, Article 5 as follows:

“2. The report on results of the public offering of bonds shall be made according to the Form provided in Appendix No. 22 to this Circular (except for the case in Clause 2a of this article).”

2. To add Clause 2a below Clause 2, Article 5 as follows:

“2a. The report on results of the public offering of bonds in Vietnam of the International Finance Corporation shall be made according to the Form provided in Appendix No. 22A to this Circular.”

3. To add Clause 3a below Clause 3, Article 5 as follows:

“3a. The report on results of the public offering of stocks to existing shareholders based on their current holding rate, applicable to securities companies that are not public companies, shall be made according to the Form provided in Appendix No. 23A to this Circular.”

Article 4. To amend and supplement Article 11 as follows:

“Article 11. Change in stock redemption

1. A public company must not change the stock redemption, the plan for stock redemption as reported and disclosed, except for force majeure cases (natural disasters, epidemic, war, fire) and other cases approved by the General Meeting of Shareholders.

2. Within 24 hours from the time of deciding the change of stock redemption plan, the public company shall send the notice of such change to the State Securities Commission and, at the same time, disclose the information about the notice of redemption plan change on its website, in information disclosure media of the State Securities Commission and Stock Exchanges, using the form in Appendix No. 38 to this Circular.

3. The public company may change its stock redemption after performing the information disclosure as prescribed in Clause 2 of this Article.”

Article 5. To amend and supplement Article 13 as follows:

“Article 13. Report and disclosure of information on the sale of treasury stocks

A public company that redeems its own stocks in case specified in Clause 6 and Point b and c, Clause 7, Article 36 of the Law on Securities shall sell its stocks as follows:

1. The public company may sell the treasury stocks at least 24 hours after sending the report on stock redemption results, report on results of stock issuance to pay dividends, stock issuance to increase its share capital from equity to the State Securities Commission and disclose the information to the public.

2. The sale of treasury stocks must be completed within 20 working days from the date the public company reports to the State Securities Commission and discloses the information about such sale to the public, using the form in the Appendix No. 36 to this Circular.

3. Within 10 days after the completion of the treasury stock sale as prescribed in Clause 1 of this Article, the public company shall send a report on results of treasury stock sale to the State Securities Commission and disclose information to the public, using the form in Appendix No. 39 to this Circular.”

Article 6. To amend, supplement and annul a number of Appendices of the Minister of Finance’s Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies

1. To amend and supplement Appendices Nos. 01, 02, 03, 04, 05, 06, 07, 08, 09, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 35, 36, 38 and 39 issued together with the Minister of Finance’s Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies.

2. To annul Appendices Nos. 34 and 37 issued together with the Minister of Finance’s Circular No. 118/2020/TT-BTC dated December 31, 2020, guiding a number of provisions on offering and issuance of securities, public bid, redemption of stocks, public company registration and cancellation of status of public companies.

Article 7. Implementation provisions

1. This Circular takes effect on January 28, 2026.

2. The State Securities Commission, Stock Exchanges, Vietnam Securities Depository and Clearing Corporation and its subsidiaries, issuing institutions, public companies, securities companies and other relevant organizations and individuals shall be responsible for the implementation of this Circular./.