Circular 57/2021/TT-BTC roadmap of restructuring the stock trading market

CIRCULAR

Providing the roadmap of restructuring the stock trading market, bond trading market, derivatives trading market, and trading market for other types of securities^[1]

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to the Government’s Decree No. 155/2020/NĐ-CP of December 31, 2020, detailing the implementation of a number of the Law on Securities;

Pursuant to the Government’s Decree No. 87/2017/NĐ-CP of July 26, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

Pursuant to the Prime Minister’s Decision No. 37/2020/QĐ-TTg of December 23, 2020, on establishment, organization and operation of the Vietnam Exchange;

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

The Minister of Finance promulgates the Circular providing the roadmap of restructuring the stock trading market, bond trading market, derivatives trading market, and trading market for other types of securities.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular provides the roadmap of restructuring the stock trading market, bond trading market, derivatives trading market, and trading market for other types of securities under Point a, Clause 3, and Point a, Clause 4, Article 2; and Point g, Clause 1, Article 6, of the Prime Minister’s Decision No. 37/2020/QD-TTg of December 23, 2020, on establishment, organization and operation of the Vietnam Exchange.

Article 2. Scope of application

1. The Vietnam Exchange, Hanoi Stock Exchange, and Ho Chi Minh Stock Exchange.

2. Public companies, listing institutions and institutions registering for trading.

3. Other related agencies, institutions and individuals.

Article 3. Principles of restructuring of the securities trading market

1. The restructuring of the securities trading market must comply with the Law on Securities and documents detailing the implementation thereof; conform to the functions and tasks of the Vietnam Exchange, Hanoi Stock Exchange, and Ho Chi Minh Stock Exchange defined in the Prime Minister’s Decision 37/2020/QD-TTg of December 23, 2020, on establishment, organization and operation of the Vietnam Exchange.

2. The implementation of the roadmap of restructuring the securities trading market must suit practical conditions of organizational structure, human resources and professional operations of the Hanoi Stock Exchange and the Ho Chi Minh Stock Exchange; be associated with the organization of operation of the new securities market information technology system; impose no expenses on listing institutions and institutions registering for trading; and exert no impacts on securities trading activities of investors and development of new products.

3. The roadmap of restructuring the securities trading market shall be implemented in an objective, public, fair and effective manner.

Chapter II

ROADMAP OF RESTRUCTURING THE STOCK TRADING MARKET, BOND TRADING MARKET, DERIVATIVES TRADING MARKET, AND TRADING MARKET FOR OTHER TYPES OF SECURITIES

Article 4. Restructuring of the trading market for stocks, fund certificates and covered warrants

1. By the end of June 30, 2025, at the latest, the Ho Chi Minh Stock Exchange shall uniformly organize the trading market for listed stocks, fund certificates and covered warrants and the trading market for stocks of institutions registering for trading in accordance with the Law on Securities and guiding documents.

2. By the deadline specified in Clause 1 of this Article, the Ho Chi Minh Stock Exchange shall organize the trading market for listed stocks, fund certificates and covered warrants and the trading market for stocks of institutions registering for trading under the following provisions:

a/ To continue organizing the trading market for stocks, fund certificates and covered warrants listed on the Ho Chi Minh Stock Exchange before this Circular take effect;

b/ To organize trading in fund certificates and covered warrants newly registered for listing;

c/ Before July 1, 2023, the Ho Chi Minh Stock Exchange shall receive and examine dossiers for listing registration of, and organize trading in, new stocks of institutions that satisfy the listing conditions specified in the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing the implementation of a number of articles of the Law on Securities (below referred to as Decree No. 155/2020/ND-CP), and have a charter capital of at least VND 120 billion contributed by the time of listing registration; 

d/ As from July 1, 2023, the Ho Chi Minh Stock Exchange shall receive and examine dossiers for listing registration of, and organize trading in, new stocks of institutions that satisfy the listing conditions specified in Decree No. 155/2020/ND-CP;

dd/ From July 1, 2023, through December 31, 2023, the Ho Chi Minh Stock Exchange shall receive stocks of listing institutions from the Hanoi Stock Exchange;

e/ From January 1, 2025, through June 30, 2025, the Ho Chi Minh Stock Exchange shall receive stocks of institutions registering for trading from the Hanoi Stock Exchange;

g/ To receive and examine dossiers for trading registration for new stocks of institutions after completing receipt of stocks of institutions registering for trading from the Hanoi Stock Exchange under Point e of this Clause.

3. By the deadline specified in Clause 1 of this Article, the Hanoi Stock Exchange shall organize the stock trading market under the following provisions:

a/ To continue organizing the trading market for stocks listed or registered for trading on the Hanoi Stock Exchange before the effective date of this Circular until completion of transfer of stocks listed or registered for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange under Points d and e of this Clause;

b/ Before July 1, 2023, the Hanoi Stock Exchange shall receive and examine dossiers for listing registration of, and organize trading in, new stocks of institutions that satisfy the listing conditions specified in Decree No. 155/2020/ND-CP and have a charter capital of at least VND 30 billion contributed by the time of listing registration; 

c/ As from July 1, 2023, the Hanoi Stock Exchange shall no longer receive dossiers for listing registration of new stocks of institutions;

d/ From July 1, 2023, through December 31, 2023, the Hanoi Stock Exchange shall transfer stocks of listing institutions from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange;

dd/ To continue organizing the trading market for stocks of institutions that have registered for trading and receive new dossiers for trading registration of institutions at the Hanoi Stock Exchange until completion of transfer of stocks of institutions registering for trading to the Ho Chi Minh Stock Exchange under Point e of this Clause;

e/ From January 1, 2025, through June 30, 2025, the Hanoi Stock Exchange shall transfer stocks of institutions registering for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange. After completing such transfer, the Hanoi Stock Exchange shall no longer receive new dossiers for trading registration of institutions.

4. The Vietnam Exchange shall work out a plan on transfer of stocks of listing institutions and institutions registering for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange under Points dd and e, Clause 2, and Points d and e, Clause 3 of this Article, and report it to the State Securities Commission of Vietnam before implementing the plan.

Article 5. Restructuring of the bond trading market

1. By the end of December 31, 2022, at the latest, the Hanoi Stock Exchange shall uniformly organize the bond trading market in accordance with the Law on Securities and guiding documents.

2. By the deadline specified in Clause 1 of this Article, the Hanoi Stock Exchange and the Ho Chi Minh Stock Exchange shall organize the bond trading market as follows:

a/ The Hanoi Stock Exchange shall organize the trading market for government bonds, government-guaranteed bonds and municipal bonds; organize the trading market for listed corporate bonds; organize the trading market for privately placed corporate bonds; and receive listed corporate bonds from the Ho Chi Minh Stock Exchange and new dossiers for bond listing registration.

b/ The Ho Chi Minh Stock Exchange shall continue organizing the trading market for municipal bonds listed before the effective date of this Circular until their maturity; and transfer listed corporate bonds from the Ho Chi Minh Stock Exchange to the Hanoi Stock Exchange and no longer receive new dossiers for bond listing registration.

c/ By the end of December 31, 2021, at the latest, the Ho Chi Minh Stock Exchange shall complete transfer of listed corporate bonds from the Ho Chi Minh Stock Exchange to the Hanoi Stock Exchange.

3. The Vietnam Exchange shall work out a plan on transfer of listed corporate bonds from the Ho Chi Minh Stock Exchange to the Hanoi Stock Exchange under Point c, Clause 2 of this Article and report it to the State Securities Commission of Vietnam before implementing the plan.

In case the Vietnam Exchange has not yet commenced its operation by the end of September 30, 2021, the Ho Chi Minh Stock Exchange shall work out a plan on transfer of listed corporate bonds from the Ho Chi Minh Stock Exchange to the Hanoi Stock Exchange under Point c, Clause 2 of this Article on the basis of coordination with the Hanoi Stock Exchange and report it to the State Securities Commission of Vietnam before implementing the plan.

Article 6. Restructuring of the derivatives trading market

The Hanoi Stock Exchange shall organize the derivatives trading market in accordance with the Law on Securities and guiding documents.

Article 7. Processing of dossiers for listing registration or trading registration of institutions during implementation of plans on transfer of securities listed or registered for trading

1. Institutions that have had their listings or trading registrations approved by the Hanoi Stock Exchange before the date of completion of transfer of stocks listed or registered for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange but have not yet put them into trading within the time limit specified in Decree No. 155/20202/ND-CP are not required to carry out procedures for approving listing or trading registration once again.

2. In case an institution submits a dossier for stock listing registration to the Hanoi Stock Exchange before July 1, 2023, but the listing is not yet approved, the Hanoi Stock Exchange shall transfer such dossier to the Ho Chi Minh Stock Exchange before July 6, 2023, for further processing in accordance with law.

3. In case an institution submits a dossier for stock trading registration to the Hanoi Stock Exchange before the date of completion of transfer of stocks registered for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange under Point e, Clause 2, or Point e, Clause 3, Article 4 of this Circular but the trading registration is not yet approved, the Hanoi Stock Exchange shall transfer such dossier to the Ho Chi Minh Stock Exchange for the latter to continue processing it in accordance with law.

The time limit for transfer of a dossier for stock trading registration is 1 working day from the date of completion of transfer of stocks registered for trading from the Hanoi Stock Exchange to the Ho Chi Minh Stock Exchange.

4. In case an institution submits a dossier for bond listing registration to the Ho Chi Minh Stock Exchange before the effective date of this Circular, but the listing is not yet approved, the Ho Chi Minh Stock Exchange shall, within 3 working days from the effective date of this Circular, transfer such dossier to the Hanoi Stock Exchange for further processing in accordance with law.

5. The Hanoi Stock Exchange and the Ho Chi Minh Stock Exchange shall notify institutions of transfer of their listing registration dossiers or trading registration dossiers within 1 working day after such dossiers are transferred under Clause 2, 3 or 4 of this Article.

Chapter III

IMPLEMENTATION PROVISIONS

Article 8. Effect

1. This Circular takes effect on July 20, 2021.

2. This Circular annuls the following legal documents:

a/ The Minister of Finance’s Circular No. 180/2015/TT-BTC of November 13, 2015, guiding securities trading registration on the trading system for unlisted securities;

b/ The Minister of Finance’s Circular No. 13/2019/TT-BTC of March 15, 2019, amending and supplementing a number of articles of Circular No. 180/2015/TT-BTC of November 13, 2015, guiding securities trading registration on the trading system for unlisted securities;

c/ The Minister of Finance’s Circular No. 202/2015/TT-BTC of December 18, 2015, guiding securities listing on the Stock Exchanges;

d/ The Minister of Finance’s Circular No. 29/2017/TT-BTC of April 12, 2017, amending and supplementing a number of articles of Circular No. 202/2015/TT-BTC of December 18, 2015, guiding securities listing on the Stock Exchanges.

Article 9. Organization of implementation

1. The State Securities Commission of Vietnam shall direct the Vietnam Exchange, Hanoi Stock Exchange and Ho Chi Minh Stock Exchange in organizing the restructuring of the securities trading markets under the roadmap set forth in this Circular. In case the newly set up information technology system of the securities market cannot commence its operation according to set schedules, the State Securities Commission of Vietnam shall report such to the Minister of Fiannce for issuance of a circular to adjust the roadmap of restructuring the securities trading markets correspondingly.  

2. The Vietnam Exchange, Hanoi Stock Exchange, Ho Chi Minh Stock Exchange, listing institutions, institutions registering for trading, public companies and other related institutions and individuals shall implement this Circular.-

For the Minister of Finance
Deputy Minister
HUYNH QUANG HAI