Circular 122/2025/TT-BTC guidance on covered warrants

CIRCULAR

Providing guidance on covered warrants

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

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

Pursuant to the Government’s Decree 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, as amended and supplemented under Decree No. 245/2025/ND-CP dated September 11, 2025;

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, as amended and supplemented under Decree No. 166/2025/ND-CP dated June 30, 2025;

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

The Minister of Finance hereby issues the Circular providing guidance on covered warrants.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. This Circular prescribes covered warrants (hereinafter referred to as warrants); underlying securities of warrants; offering limits, trading, settlement, and exercise of warrants; exercise styles and methods; warrant adjustments; market making, hedging, and protection of warrant holders' interests; reporting, information disclosure, and other activities related to warrants.

2. Subjects of application of this Circular shall include:

a) Securities companies and depository banks;

b) Stock exchanges and the Vietnam Securities Depository and Clearing Corporation;

c) Investors participating in warrant trading;

d) Related organizations and individuals.

Article 2. Interpretation of terms

In this Circular, the terms below shall be construed as follows:

1. Underlying security means a security used as the base asset of a covered warrant.

2. Underlying security issuer means the entity that issues the security used as the base asset of a covered warrant.

3. Warrant issuer (hereinafter referred to as the issuer) means the securities company that issues covered warrants.

4. Depository bank means a bank that performs depository services and supervision of assets escrowed by the warrant issuer to guarantee payment for the issued warrants.

5. Warrant holder means an investor who holds warrants and is concurrently a partially secured creditor of the issuer, and is not the warrant issuer.

6. Call warrant means a type of warrant where the warrant holder receives a cash difference when the settlement price is higher than the exercise price at the time of exercise.

7. Exercise price means the price determined by the issuer to serve as the basis for determining the amount to be settled to the warrant holder on the expiration date. The exercise price shall be rounded to the nearest whole unit.

8. Conversion ratio means the ratio of the number of warrants required to be converted into one unit of the underlying security. The conversion ratio shall be rounded to four decimal places.

9. Expiration date means the date on which the warrant holder exercises the warrants and the issuer performs settlement for in-the-money warrants.

10. Warrants in circulation means warrants that have not yet expired and are currently held by warrant holders.

11. Warrants not yet in circulation means warrants that have been issued but are not yet held by investors. Warrants not yet in circulation are deposited in the issuer's account.

12. In-the-money warrant means a warrant whose exercise price is lower than the settlement price.

13. Theoretical hedging position means the estimated quantity of underlying securities required to be held to hedge risks for warrants as determined by the issuer's hedging plan.

14. Actual hedging position means the position determined by the actual quantity of underlying securities held, the quantity of underlying securities pending delivery in proprietary accounts used for hedging purposes, the quantity of securities arising from the exercise of rights (stock dividends, share issuance for capital increase from equity) from actual securities in proprietary accounts used for hedging purposes, and the quantity of converted securities in case where the issuer uses hedging securities that are of the same type as the underlying securities of the warrants. Securities of the same type as the underlying securities of the warrants include actual securities in proprietary accounts and securities pending delivery to proprietary accounts.

15. Freely transferable share ratio means the ratio of the volume of freely transferable shares to the volume of shares currently inn circulation on the market.

Chapter II

PROVISIONS ON COVERED WARRANTS, UNDERLYING SECURITIES, OFFERING LIMITS OF COVERED WARRANTS, ADJUSTMENT OF COVERED WARRANTS, ACTIVITIES OF COVERED WARRANT ISSUERS, TRADING AND SETTLEMENT OF COVERED WARRANTS

Section 1

GENERAL PROVISIONS ON COVERED WARRANTS

Article 3. General provisions on covered warrants

1. Warrant type: call warrant.

2. Warrant style: a warrant where the warrant holder is only permitted to exercise the right on the expiration date.

3. Method of warrant exercise: the warrant is settled in cash.

4. Term of the warrant: calculated from the issue date to the expiration date, being a minimum of 03 months and a maximum of 02 years. Therein, the issue date shall be the starting date for receiving warrant subscription registrations as notified by the issuer in the notice of issuance.

5. Registered offering price of the warrant: a minimum of VND 1,000 per warrant.

6. Registered offering volume of the warrant: a minimum of 1,000,000 units and must be a multiple of 10.

7. The name of the warrant must not duplicate or cause confusion with other issued securities, must be written in Vietnamese, may include numbers and symbols, must be pronounceable, and must contain at least the following elements:

a) The phrase “warrant” accompanied by the abbreviation of the underlying security and the abbreviation of the issuer;

b) The term of the warrant.

Section 2

UNDERLYING SECURITIES OF COVERED WARRANTS AND OFFERING LIMITS OF COVERED WARRANTS

Article 4. Underlying securities of covered warrants

1. The issuer is only permitted to offer warrants based on underlying securities that are included in the list of securities satisfying the criteria for warrant offering; it is not permitted to offer warrants based on the shares of the issuer itself or the securities of an organization that is a related person of the issuer in accordance with the Law on Securities No. 54/2019/QH14.

2. The underlying security of a warrant shall be a share listed on the Stock Exchange that satisfies the following criteria:

a) Belonging to the VN30 or HNX30 index (prior to the time when the HoChiMinh Stock Exchange completes the reception of shares of listed organizations from the Hanoi Stock Exchange); Belonging to the VN30 index (after the time when the HoChiMinh Stock Exchange completes the reception of shares of listed organizations from the Hanoi Stock Exchange);

b) The average daily market capitalization in the latest 06 months up to the data closing date for review shall be VND 5,000 billion or more;

c) The total trading volume in the latest 06 months up to the data closing date for review shall reach at least 25% of the average volume of freely transferable shares in the latest 06 months, wherein: the average volume of freely transferable shares in the latest 06 months = (volume of freely transferable shares at the beginning of the 06-month period + volume of freely transferable shares at the end of the 06-month period) / 2, or the average daily trading value in the latest 06 months up to the data closing date for review shall be VND 50 billion/day or more;

d) The ratio of freely transferable shares on the data closing date for review shall be 20% or more;

dd) Having a listing period of 06 months or more up to the time of review. In case where a share transfers its listing exchange, the listing period shall be calculated as the total listing period on both Stock Exchanges;

e) The business operation result of the issuer of the underlying security shall be profitable and shall have no accumulated losses based on the latest financial statements up to the time of review, including the audited annual financial statements or the reviewed or audited semi-annual financial statements by an audit organization approved to audit public interest entities in the securities sector. In case where the issuer of the underlying security is a parent company, the business operation result and accumulated losses shall be based on the consolidated financial statements. In case where the issuer of the underlying security has an affiliated unit without legal entity status, the business operation result and accumulated losses shall be based on the combined financial statements;

g) Not being in the status of warning, control, trading restriction, trading suspension, trading termination, and not being subject to delisting according to the regulations of the Stock Exchange.

3. The data closing date for review shall be the last trading day of March, June, September, and December of the year.

Article 5. Offering limits of covered warrants

1. The total issuance limit allowed for each underlying security shall be the number of shares converted from the issued warrants of all issuers, which shall not exceed 10% of the total volume of freely transferable shares of the issuer of the underlying security. Number of shares converted from warrants = Number of warrants / Conversion ratio.

2. The remaining offering limit allowed for each underlying security
 

a) The remaining offering limit allowed for each underlying security = Total issuance limit allowed for each underlying security - Number of shares converted from the issued warrants.

b) In case where multiple dossiers for warrant offering registration arise simultaneously on the same underlying security, leading to exceeding the remaining offering limit allowed for the underlying security, the State Securities Commission shall grant the Certificate of registration for offering of covered warrants to the issuer that has a valid offering registration dossier first.

c) When the total number of shares converted from the issued warrants belonging to all issuers exceeds 9% of the total volume of freely transferable shares, the issuer must reduce the number of listed warrants not yet in circulation in accordance with Point b, Clause 3, Article 119a of Decree No. 155/2020/ND-CP as amended and supplemented under Clause 46, Article 1 of Decree No. 245/2025/ND-CP.

3. The limit on the number of shares converted from warrants registered for offering in a single offering of an issuer: shall not exceed 1.5% of the total volume of freely transferable shares of the issuer of the underlying security.

4. The value limit of warrants registered for offering

a) The ratio of the total value of issued warrants (excluding the volume of delisted or matured warrants) and the value of warrants registered for offering of an issuer to the liquid capital value of that issuer shall not exceed the following levels:

- 0% for an issuer with a liquid capital ratio of between 180% and 250%;

- 5% for an issuer with a liquid capital ratio of over 250% up to 300%;

- 10% for an issuer with a liquid capital ratio of over 300% up to 450%;

- 15% for an issuer with a liquid capital ratio of over 450% up to 600%;

- 20% for an issuer with a liquid capital ratio of over 600%.

b) The liquid capital ratio for considering the limit prescribed at Point a of this Clause shall be the lowest liquid capital ratio in the latest 06 months immediately preceding the month of submission of the warrant offering registration dossier, based on the monthly financial safety ratio reports submitted by the issuer to the State Securities Commission. In case where a valid dossier is submitted within 07 working days from the end of the month, the liquid capital ratio for considering the limit prescribed at Point a of this Clause shall be calculated up to the immediately preceding month.

c) The total value of issued warrants prescribed at Point a of this Clause shall be calculated as follows:

- Total value of issued warrants = Offering price (for unlisted warrants) x Volume of unlisted warrants + Closing price of the warrant on the nearest trading day (for listed warrants) x Volume of listed warrants.

- In case where the trading price of the warrant has not been established, the warrant value shall be calculated based on the offering price.

- The offering price of the warrant shall be determined as follows:

+ For initial offering warrants: It is the offering price notified by the issuer in the Notice of warrant issuance.

+ For additional offering warrants: It is the closing price of the warrant on the trading day immediately preceding the disclosure date of the Notice of warrant issuance.

d) The total value of warrants registered for offering prescribed at Point a of this Clause shall be calculated by multiplying the registered offering price by the volume of warrants registered for offering; wherein the registered offering price of the warrant shall be determined as follows:

- For initial offering warrants: The issuer may register a specific offering price or a warrant offering price range (including the highest expected offering price and the lowest expected offering price). In case where the issuer registers a warrant offering price range, the registered offering price used to calculate the total warrant value shall be the highest expected offering price.

- For additional offering warrants: It is the closing price of the warrant on the trading day immediately preceding the submission date of the additional offering registration dossier.

5. Reduction of the warrant offering limit

a) For each time the issuer receives a warning for non-compliance with the hedging plan as prescribed at Point c, Clause 8, Article 10 of this Circular, the issuer's limit on the number of shares converted from warrants registered for offering in a single offering shall be reduced by 25% for subsequent offering registrations within 3 months.

b) In case where the issuer receives more than 03 warnings within the latest 03 months, the issuer is not permitted to offer warrants for 06 months from the latest warning.

6. When registering to offer warrants, the issuer must satisfy the provisions on warrant offering limits. The warrant offering limits prescribed in this Article shall be applied during the period the State Securities Commission reviews the Dossier for registration of public offering of covered warrants.

Article 6. Disclosure of the list of securities satisfying the criteria as underlying securities of covered warrants and the remaining offering limits allowed

1. On a quarterly basis, within the first 07 working days of the following quarter, the Stock Exchange shall disclose the list of securities satisfying the criteria as underlying securities of warrants and the remaining offering limit allowed for each underlying security in accordance with the Regulations of the Vietnam Stock Exchange. In case where a security in the aforementioned list no longer satisfies the criteria as an underlying security of a warrant or there are changes in the remaining offering limit allowed for each underlying security, the Stock Exchange shall announce it within 24 hours from the time a decision to remove the security from the list of underlying securities is made or from the time a change in the remaining offering limit allowed for each underlying security occurs. Warrants already issued based on a removed underlying security shall remain valid until expiration date and shall be exercised according to the method disclosed in the Prospectus.

2. The State Securities Commission shall be responsible for supervising the disclosure of the list of securities satisfying the criteria as underlying securities for warrant offering by the Stock Exchange, and shall have the right to require the Stock Exchange to remove a security from the aforementioned list.

Section 3

OPERATIONS OF THE COVERED WARRANT ISSUER

Article 7. Forms of Prospectus, Notice of issuance, and Report on distribution results

The covered warrant issuer shall prepare the Prospectus, the Notice of issuance, and the Report on distribution results in accordance with the following provisions:

1. The Prospectus shall be in accordance with the Form provided in Appendix I attached to this Circular. The issuer must be responsible for performing its obligations to the warrant holders according to the contents of the Prospectus;

2. The Notice of issuance shall be in accordance with the Form provided in Appendix II attached to this Circular;

3. The Report on distribution results shall be in accordance with the Form provided in Appendix III attached to this Circular.

4. When preparing the Prospectus according to the form specified in Clause 1 of this Article, the issuer must comply with the following provisions:

a) Information disclosed in the Prospectus must be clear, accurate, truthful, non-contradictory, and contain full details that may affect the investors' decisions; including information related to the warrant offering, which clearly specifies terms on the rights of the warrant holders, and plans to ensure the performance of the issuer's obligations to the warrant holders in special cases;

b) For material information and comparative information in the Prospectus, their reference sources must be clearly cited;

c) The wording in the Prospectus must be simple and easy to understand; in case of using abbreviations, specialized or technical terms, clear explanations must be provided. The Prospectus must be prepared in a clear format, with the font and font size presented to ensure readability.

Article 8. Adjustment of covered warrants upon changes in the underlying security

1. The issuer must adjust the exercise price, conversion ratio, and other contents of the warrant in case where the price of the underlying security is adjusted and in other cases in accordance with the guidance in the regulations of the Stock Exchange.

2. The cases requiring warrant adjustment and the method of warrant adjustment must be disclosed in the Prospectus in accordance with the guidance in the regulations of the Stock Exchange.

Article 9. Market making activities

1. The issuer shall be responsible for performing market making activities to provide liquidity for the warrants issued by that issuer. Market making transactions shall be executed on the proprietary trading account of the issuer in accordance with the regulations of the Stock Exchange.

2. Warrants in the issuer's proprietary trading account used for market making activities shall not be pledged, mortgaged, deposited as margin, lent, or used as collateral.

3. The Stock Exchange shall guide the rights and obligations of the issuer when performing the market making function in the regulations of the Stock Exchange.

Article 10. Hedging activities

1. Issuance of processes and regulations

a) The covered warrant issuer must issue professional processes (including processes for offering, depository, listing, market making, hedging, and warrant exercise) and internal control processes to ensure compliance with legal regulations and the company's operational characteristics.

b) The issuer must have a risk management process approved by the competent authority in accordance with regulations on the operations of securities companies and the company's Charter, and including the minimum contents according to the Form in Appendix IV attached to this Circular. The issuer must assign at least 01 employee possessing a financial analysis practicing certificate, a fund management practicing certificate, or a Chartered Financial Analyst level II (CFA level II) certificate to the risk management position related to warrant issuance activities.

c) The Stock Exchange shall be responsible for developing and issuing regulations on supervising the hedging activities of the issuer after being approved by the State Securities Commission, which include forms of handling violations in case the organization fails to comply with the hedging plan as prescribed in this Circular.

2. The issuer must ensure a sufficient volume of underlying securities to hedge risks for warrants in circulation in accordance with the Payment guarantee plan and the hedging plan. The issuer must issue the Payment guarantee plan and the hedging plan according to the Form in Appendix V attached to this Circular.

3. Escrowed assets at the depository bank must be escrowed throughout the validity period of the warrants and until the issuer completes its payment obligations to the investors owning warrants (warrant holders). The value of escrowed assets must be maintained at a minimum of 50% of the value of issued warrants, excluding delisted warrants. These assets shall not be pledged, mortgaged, or used as collateral for loans or other financial obligations of the issuer or any other third party.

4. Hedging activities shall be executed on the proprietary trading account of the issuer. The hedging activities of the issuer include buying, selling, borrowing, and other transactions in accordance with legal regulations, ensuring the limit for underlying security investment of the securities trading organization, and ensuring the following provisions:

a) Securities in hedging transactions include the underlying security and securities issued based on that underlying security in accordance with legal regulations;

b) Securities used for hedging purposes shall not be pledged, mortgaged, deposited as margin, lent, or used as collateral;

c) The issuer shall be responsible for managing and independently accounting the hedging portfolio and meeting the requirements on the hedging level in accordance with the regulations of the Stock Exchange.

5. The issuer shall perform hedging to ensure that the difference between the theoretical hedging position and the actual hedging position at the end of the trading day does not exceed 20%. The actual hedging position and the theoretical hedging position of each offering shall be determined in accordance with Article 11 of this Circular.

6. From the listing date of the warrants, the issuer shall be responsible for submitting a daily report to the Stock Exchange on hedging activities, including information on the actual hedging position and the theoretical hedging position of each warrant according to the regulations of the Stock Exchange, and shall be responsible for the accuracy and completeness of the data in the report.

7. The Stock Exchange shall monitor the difference in hedging positions for each warrant. The Stock Exchange has the right to request the issuer to explain the calculation parameters of the theoretical hedging position if it considers that such parameters are unreasonable.

8. In case where the issuer fails to comply with the hedging plan, the Stock Exchange shall apply the following handling measures:

a) Sending a notice requesting the issuer to adjust the actual hedging position if the difference between the theoretical hedging position and the actual hedging position exceeds 20% for 03 consecutive working days and does not fall under the case specified at Point b of this Clause. Within 03 working days from the date of the Stock Exchange's notice, the issuer must perform hedging to reduce the difference to 20% or less.

b) Requesting the issuer to adjust the actual hedging position or deposit an amount corresponding to the difference between the theoretical hedging position and the actual hedging position calculated at the closing price of the underlying security on the calculation date if this difference exceeds 50% for 03 consecutive working days. Within 03 working days from the date of the Stock Exchange's request notice, the issuer must adjust the actual hedging position or deposit this amount into the proprietary trading account. In case where the issuer deposits money into the proprietary trading account, within 07 working days from the deposit into the account, the issuer must adjust the actual hedging position to reduce the difference to 20% or less.

c) Issuing a market-wide warning if the issuer fails to perform hedging as requested by the Stock Exchange as stated at Point a of this Clause after the Stock Exchange has sent the request notice for the third time, or fails to perform in accordance with Point b of this Clause.

d) Warrants shall be removed from the warning status if the issuer maintains the difference between the theoretical hedging position and the actual hedging position at no more than 20% for 30 consecutive trading days from the warning date, or if the issuer has deposited money as prescribed at Point b of this Clause.

9. On a monthly basis, the Stock Exchange shall report to the State Securities Commission on the cases specified in Clause 8 of this Article.

Article 11. Hedging position

1. The issuer shall use a hedging plan based on the Delta coefficient where the hedging security is the underlying security of the warrant, or shall use another hedging plan.

2. In case where the issuer uses the Delta-based hedging plan where the hedging security is the underlying security of the warrant, the hedging position shall be determined as follows:

a) The theoretical hedging position shall be determined as follows:

P = Delta x OI/k

Where:

P: The volume of underlying securities expected to be held to hedge risks for the warrants.

Delta: The Delta hedging coefficient, which is the change in the warrant price corresponding to a change in the underlying security price, calculated based on the formula in Appendix VI attached to this Circular.

OI in the formula for determining the theoretical hedging position is calculated as the volume of warrants in circulation of the offering, plus the volume of warrants sold from the proprietary trading account of the issuer but not yet book-entered into the investors' accounts by the Vietnam Securities Depository and Clearing Corporation, minus the warrants pending return to the proprietary trading account of the issuer.

k: The conversion ratio of the warrant.

b) The difference between the theoretical hedging position and the actual hedging position on day T of the warrant shall be determined as follows:

∆ p_T% = (P_T - p_T)/P_T x 100 %

Where:

∆ p_T %: The difference between the theoretical hedging position and the actual hedging position on day T.

P_T: The theoretical hedging position on day T of the warrant.

p_T: The actual hedging position on day T of the warrant.

3. In case where the issuer uses hedging securities that share the same underlying security as the warrant, the issuer shall clearly state the conversion formula in the hedging plan and shall be responsible for appropriately converting them into the volume of underlying securities when reporting daily hedging activities information to the Stock Exchange.

4. In case where the issuer applies other hedging plans, the issuer shall clearly state the method of determining the hedging position in the hedging plan.

Article 12. Exercise of covered warrants

1. The issuer has the obligation to exercise warrants via the cash settlement method. The settlement amount shall be calculated based on the settlement price and the exercise price. The settlement price of the warrant upon exercise shall be the average closing price of the underlying stock for the 05 trading days immediately preceding the expiration date, excluding the expiration date. In case where the price of the underlying security is adjusted in accordance with the regulations of the Stock Exchange during the 05 trading days immediately preceding the expiration date, the closing price of the underlying stock on the days prior to the ex-rights date shall be adjusted accordingly. The issuer shall determine the settlement price as the basis for calculating the settlement amount and announce this price for the warrants in circulation on the expiration date.

2. Investors are only allowed to request the exercise of in-the-money warrants currently existing in their depository accounts on the exercise date. Warrants in the proprietary trading account of the securities company that are issued by the securities company itself shall not be exercised.

3. Based on the written notice of the issuer, the Vietnam Securities Depository and Clearing Corporation shall compile a list of warrant holders as of the expiration date, calculate, and allocate money in accordance with the method of warrant exercise prescribed in Clause 3, Article 3 of this Circular.

4. Asset sources used for payment to warrant holders shall include:

a) Assets in the escrow account at the depository bank;

b) Hedging assets and other assets in the proprietary trading account;

c) Payment guarantees or other assets (if any).

In case where there are insufficient assets for the settlement of warrant exercise, the resolution of interests for warrant holders shall be carried out in accordance with relevant legal regulations applicable to partially secured creditors.

5. Within 05 working days from the expiration date, the securities company, the depository member, and the issuer shall be responsible for coordinating with the Vietnam Securities Depository and Clearing Corporation to make payments to investors in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

6. The exercise of warrants in case of warrant delisting as prescribed at Points a, b, d, e, Clause 6, Article 120 of Decree No. 155/2020/ND-CP shall be carried out in the following order:

a) Within 24 hours from the date of the decision on warrant delisting, the issuer must announce the method for determining the warrant settlement price for warrant holders, applicable from the effective date of the delisting. This method of determining the price must also comply with the contents of the Prospectus and the regulations of the Stock Exchange;

b) From the date of information disclosure as prescribed at Point a of this Clause to the day immediately preceding the effective date of the delisting, the issuer shall repurchase the warrants through market making activities. The repurchase price shall be determined based on the market price and the regulations of the Stock Exchange;

c) From the effective date of the delisting, the issuer shall be responsible for coordinating with the Vietnam Securities Depository and Clearing Corporation to make payments to investors still holding the warrants at the price calculated in accordance with Point a of this Clause. The payment shall be made in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation.

Article 13. Special handling measures

1. Special handling measures shall be implemented in the following cases:

a) The issuer fails to exercise the warrants as prescribed in Article 12 of this Circular within 03 months from the payment due date;

b) The issuer undergoes consolidation, merger, dissolution, or bankruptcy;

c) Necessary cases at the request of the Stock Exchange.

2. Special handling measures shall include:

a) For the case prescribed at Point a, Clause 1 of this Article, the issuer shall be responsible for resolving the interests of warrant holders at the request of the warrant holders. The issuer must pay overdue interest at the base interest rate announced by the State Bank corresponding to the overdue payment period calculated from the payment due date to the investors;

b) For the cases prescribed at Point b, Clause 1 of this Article, the resolution of interests for warrant holders shall be carried out in accordance with relevant legal regulations on enterprise consolidation, merger, dissolution, and bankruptcy;

c) For the case prescribed at Point c, Clause 1 of this Article, the resolution of interests for warrant holders shall be carried out using the asset sources prescribed in Clause 4, Article 12 of this Circular.

3. The payment to warrant holders as prescribed in Clause 2 of this Article shall be determined based on the number of warrants held and the warrant value, whereby the warrant value is calculated based on the closing price on the date of the event requiring payment, or the most recent closing price preceding the date of the event requiring payment (if the closing price on the date of the event requiring payment cannot be determined), ensuring compliance with relevant legal regulations.

Section 4

TRADING AND SETTLEMENT OF COVERED WARRANTS

Article 14. Trading and settlement of covered warrants by investors

1. Warrants offered to the public shall be traded through the trading system of the Stock Exchange in accordance with the law on trading of listed covered warrants on the securities trading system and the guidelines in the regulations of the Stock Exchange. In addition to the cases where warrants are suspended from trading in accordance with general regulations on the suspension of securities trading, warrants shall be suspended from trading when their underlying securities are suspended from trading. The Stock Exchange shall be responsible for developing and issuing regulations guiding the trading of warrants after being approved by the State Securities Commission.

2. The settlement of warrant transactions shall be carried out in accordance with legal regulations on the settlement of securities transactions and the regulations of the Vietnam Securities Depository and Clearing Corporation.

3. Upon completion of the settlement of the warrant purchase transaction, the investor becomes a warrant holder, and the issuer shall be responsible for fulfilling the obligations arising from the warrants held by the investor.

4. The issuer of the underlying security shall not invest in or trade warrants based on its own securities.

5. Foreign investors shall be not subject to any restriction on the ownership ratio of covered warrants.

Chapter III

PRODUCT INTRODUCTION, REPORTING, AND DISCLOSURE OF INFORMATION

Article 15. Regulations on introduction of covered warrant products

1. During the period when the State Securities Commission is reviewing the registration dossier for public offering, the issuer may only use information in the Prospectus submitted to the State Securities Commission for market sounding purposes, in which it must clearly state that information on the issuance date and offering price shall be tentative information as prescribed in Article 24 of Law No. 54/2019/QH14.

2. Warrant introduction documents and information must be complete, accurate, clear, and not mislead investors into believing that warrants are fixed-income financial instruments or that profits are guaranteed; they must not contain statements that mislead investors into believing that the investment value will always increase or is guaranteed.

3. Warrant introduction documents and information must warn investors of the types of risks involved in warrant investment and clearly explain risk hedging strategies.

4. The issuer and relevant organizations and individuals shall be responsible for the content and legality of their warrant product information and documents.

Article 16. Reporting and information disclosure obligations of covered warrant issuers

1. The issuer must submit periodic reports in the form of electronic documents via the database system/information disclosure system of the State Securities Commission and the Stock Exchange regarding warrants as follows:

a) Reporting on hedging activities and the quantity sold during the day according to Appendix VII issued herewith, no later than 5:00 PM on the following working day;

b) Monthly periodic reports within 10 days from the end of the month according to Appendix VIII issued herewith.

2. The data cut-off times for periodic reports prescribed in Clause 1 of this Article shall be as follows:

a) For daily reports: Cut-off at 5:00 PM on the reporting day;

b) For monthly reports: From the first day to the last day of the reporting month.

3. In addition to other information disclosure obligations under the law, the issuer must perform extraordinary information disclosure within 24 hours of the occurrence of any of the following events:

a) When the issuer performs warrant adjustments as prescribed in Article 8 of this Circular;

b) When the issuer fails to comply with escrow asset requirements as prescribed in Clause 3, Article 10 of this Circular;

c) A decision to change the depository bank or payment guarantee bank (if any), or upon receipt of a notice that the depository bank is dissolved, bankrupt, or placed under special control in accordance with banking laws;

d) Upon request by the SSC or the Stock Exchange where the warrants are listed regarding events that seriously affect the legitimate interests of investors; or information related to the company that significantly impacts warrant prices and requires confirmation.

4. The issuer shall perform information disclosure related to the offering, issuance, listing, trading, and delisting of covered warrants in accordance with the law on information disclosure and the Regulations of the Stock Exchange.

5. The issuer shall perform information disclosure through the means of information disclosure as prescribed by the law on information disclosure in the securities market.

6. The issuer shall be exempted from reporting and information disclosure obligations for major shareholders regarding the portion of securities held for hedging purposes, calculated based on the theoretical hedging position.

7. At least 10 working days prior to the expiration date of the warrants, the issuer shall disclose information and notify the Stock Exchange regarding the expiration and payment to warrant holders according to Appendix IX issued herewith.

Article 17. Reporting and information disclosure obligations of investors

1. Insiders of the underlying security issuer and their related persons, when trading warrants based on such underlying securities, must report and disclose information in the same manner as when trading shares, in accordance with the law on reporting and information disclosure applicable to insiders and their related persons.

2. The Stock Exchange shall be responsible for developing and issuing guiding regulations for issuers, relevant service providers, and investors to disclose warrant-related information as prescribed.

Article 18. Reporting obligations of the depository bank

1. Within 10 days from the end of the month, the depository bank shall prepare and submit a monthly monitoring report on the issuer's escrow assets to the State Securities Commission according to Appendix X issued herewith. The monitoring report of the depository bank must evaluate compliance with legal regulations and the Prospectus, specifically as follows:

a) Evaluating the issuer's compliance in escrow activities;

b) Violations (if any) by the issuer and recommendations for remedial measures.

2. The methods for submitting reports and the data cutoff times shall be implemented in accordance with Clause 1 and Clause 2, Article 16 of this Circular.

3. The depository bank shall be obligated to report to the State Securities Commission within 24 hours from the discovery of an issuer's violation or in other cases as requested by the State Securities Commission.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 19. Implementation organization

1. This Circular takes effect from February 06, 2026, and replaces the Minister of Finance’s Circular No. 107/2016/TT-BTC dated June 29, 2016, guiding the offering and trading of covered warrants.

2. The State Securities Commission, the Stock Exchanges, the Vietnam Securities Depository and Clearing Corporation, securities companies, and other relevant organizations and individuals shall be responsible for implementing this Circular.

3. In case where the legal documents referred to in this Circular are amended, supplemented, or replaced, the provisions of such amended, supplemented, or replaced documents shall apply.

4. During the implementation process, should any difficulties or issues arise, organizations and individuals are requested to report them to the Ministry of Finance for review, amendment, or supplement as appropriate./.