Decree 245/2025/ND-CP amending Decree 155/2020/ND-CP detailing the Law on Securities

DECREE

Amending and supplementing a number of articles of 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

Pursuant to the Law No. 63/2025/QH15 on Organization of the Government;

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

Pursuant to the Law No. 61/2020/QH14 on Investment, which was amended and supplemented by the Law No. 03/2022/QH15;

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

At the proposal of the Minister of Finance;

The Government promulgates the Decree amending and supplementing a number of articles of 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.

Article 1. Amending and supplementing a number of articles of 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 follows:

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

a) To add Point h after Point g Clause 12 Article 3 as follows:

“h) Date of completion of the stock issuance for conversion of convertible bonds means the date defined by the issuing organization in order to convert convertible bonds into stocks.”.

b) To amend Point c Clause 14 Article 3, to add Point d after Point c Clause 14 Article 3 as follows:

“c) For the case of acquisition of an enterprise or sale of assets, this ratio is calculated by the value of each trading in comparison with the total asset value of the enterprise on the basis of the most recent annual financial statements. In case multiple transactions are carried out to acquire one enterprise or to acquire multiple enterprises where the acquired enterprises belong to a group of parent companies - subsidiaries, this ratio shall be calculated as the sum of the value of transactions arising during the year of enterprise restructuring compared to the total asset value of the enterprise;

d) The criterion “the total asset value” specified at Points a, b, and c of this Clause shall be based on the latest audited financial statement; in case an enterprise has affiliated units without the legal status, it shall be based on the consolidated financial statement; in case the enterprise is a parent company, it shall be based on the lower figure for “the total asset value” reported in the parent company's separate financial statement and the consolidated financial statement.”.

c) To add Clause 57 after Clause 56 Article 3 as follows:

“57. Independent credit rating agencies include:

a) International credit rating agencies of Moody’s, Standard & Poor’s, Fitch Ratings;

b) Credit rating enterprises granted a certificate of eligibility for business by the Ministry of Finance.”.

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

a) To amend and supplement Point b Clause 2 Article 5 as follows:

“b) For other organizations other than listed organizations and organizations with trading registration: An enterprise registration certificate or other equivalent papers; the latest audited annual financial statements, or examined biannual financial statements, or the latest audited accounting balance sheet for the cases of identification of professional securities investor status in the year of completion of division, separation, consolidation, merger, or transformation of enterprise.”.

b) To add Clauses 6, 7 and 8 after Clause 5 Article 5 as follows:

“6. For an investor being a foreigner: A document confirming the investor's securities trading code or a valid passport or other legal personal identification papers containing information about the investor's foreign nationality.

7. For a foreign institutional investor, the identifying document shall be one of the following documents:

a) Document confirming the investor's securities trading code;

b) Establishment and operation certificate or enterprise registration certificate or equivalent document confirming the completion of business registration, issued by the competent foreign management agency;

c) Tax registration certificate issued by the tax agency of the country where the organization is established or registered for business;

d) Organizational document from the database system of the competent foreign management agency, which confirms the organization's establishment in that country;

dd) Certificate of registration of the establishment of a securities investment fund or written confirmation of establishment registration or equivalent document issued by the competent foreign management agency (if any), or the charter or prospectus or trust contract or memorandum of capital contribution or equivalent documents, in cases where the competent foreign management agency does not issue or confirm the registration of the establishment of an investment fund in accordance with foreign law.

8. For a foreign institutional investor that is a foreign government-attached organization or an international financial institution, the identifying documents shall comply with Point dd, Clause 7 of this Article, which define that the organization is a foreign government-attached organization or an international financial institution.”.

3. To amend and supplement the title of Article 6; amend and supplement a number of clauses of Article 6 as follows:

a) To amend and supplement the title of Article 6 as follows:

“Article 6. General provisions”

b) To amend and supplement Clause 1 Article 6 as follows:

“1. The responsibilities of organizations and individuals related to reporting documents and dossiers shall be as follows:

a) Organizations and individuals participating in the compilation, verification, and signing of reporting documents and dossiers related to the offering, issuance, listing, trading registration, registration, depository, clearing and payment of securities transactions, and other dossiers and documents related to securities activities and the securities market must be responsible for such reporting documents and dossiers in accordance with law regulations;

b) Institutions providing dossier consultancy and practitioners engaged in dossier consultancy shall take the responsibilities in accordance with Clause 3, Article 11a of the Law on Securities. The institutions providing consultancy on dossier of offering, issuance of securities, listing, and registration of securities transactions must directly perform the dossier consultancy activities;

c) Accredited audit firms and certified auditors, persons who sign audit reports or review reports or service reports must comply with the law on independent auditing and relevant professional standards; shall be responsible for their opinion on the truthfulness and fairness of the audited or reviewed reports and data, and their opinions on synthesis of financial information under conventional rules;

d) The State Securities Commission, the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation, and other competent organizations and individuals receiving, processing, and approving the reporting documents and dossiers shall review the validity of the reporting documents and dossiers based on the reporting documents and dossiers provided; they shall not be responsible for violations committed by organizations or individuals before and after the submission of valid reporting documents and dossiers.”.

c) To add Clause 1a and Clause 1b after Clause 1 Article 6 as follows:

“1a. Public companies, issuing organizations, listed organizations, and organizations with trading registration shall be responsible for disclosing information in a timely, full and accurate manner; ensuring the investor’s access to information regarding decisions related to the offering and issuance of securities and information subject to disclosure by the enterprises in accordance with the law on enterprises and the law on information disclosure in the securities market; adhering to regulations on company governance and obligations under commitments and agreements between the enterprises and their shareholders and investors, as defined in the company charter and relevant law regulations.

1b. Investors participating in securities investment and transactions in the securities market shall be responsible for fully accessing the enterprise's disclosed information; self-assessing and being liable for their investment decisions and bearing the risks arising from their securities investment and transactions; thoroughly understanding and complying with regulations on investment and transactions in the securities market.”.

d) To amend and supplement Clause 2 Article 6 as follows:

“2. The submission and return of results for the settlement of administrative procedures defined in this Decree shall be carried out through the methods specified by the law on the implementation of administrative procedures under the single-window and inter-agency single-window mechanism at the single-window section and the national public service portal.”.

dd) To add Clause 9 after Clause 8 Article 6 as follows:

“9. When using an electronic identification account to resolve administrative procedures under this Decree, the information regarding the electronic identity, information integrated into the electronic identity, and the electronic identification account shall have the equivalent value to the provision of information or the use and presentation of papers and documents containing that information in the implementation of administrative procedures.”.

4. To add Clause 8 after Clause 7 Article 7 as follows:

“8. The conditions regarding the enterprise's profitable business operations, liabilities, accumulated losses, and equity shall be based on the enterprise's financial statements. In case the enterprise is a parent company, the business operation results, accumulated losses, liabilities, and equity shall be based on the consolidated financial statements, in which: the business operation results is the target of after-tax profit of the parent company on the consolidated financial statements; the equity does not include the interests of non-controlling shareholders. In case the enterprise has an affiliated unit without the legal status, the business operation results, accumulated losses, liabilities, and equity shall be based on the consolidated financial statements.”.

5. To add Clause 1a after Clause 1 Article 9 as follows:

“1a. For cases of capital mobilization not intended for project execution, the issuing organization must report and disclose information regarding the use of capital and the proceeds obtained from the offering or issuance in a manner similar to that defined in Clause 1 of this Article, except for the case where the issuing organization is a credit institution.”.

6. To amend and supplement a number of points and clauses of Article 11 as follows:

a) To amend and supplement Point b Clause 4 Article 11 as follows:

“b) In case the dossier is submitted after the end of the biannual financial statement period, the issuing organization must supplement the biannual financial statement reviewed or audited by an accredited audit firm.”.

b) To amend and supplement Clause 10 Article 11 as follows:

“10. Documents specified at Points c, dd, e, h and k Clause 1 Article 18 of the Law on Securities.”.

7. To amend and supplement Point b Clause 2 Article 12 as follows:

“b) For the offering to implement a project, the capital use plan must determine the ratio of the successful offering for project implementation purposes at least equal to 70% of the total number of stocks expected to be offered for the execution of the project (except for cases of offering stocks to its existing shareholders in proportion to their holding rates); a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.”.

8. To amend and supplement a number of clauses of Article 19 as follows:

a) To amend and supplement Clause 2 Article 19 as follows:

“2. Issuing organizations or bonds registered for sale must be rated by an independent credit rating agency, except bonds issued by a credit institution or bonds for which principal and interest are fully guaranteed for payment by a credit institution, a foreign bank branch, an overseas financial institution, or an international financial institution. The credit rating agency must not be a related person of the issuing organizations.”.

b) To add Clauses 3, 4, 5, 6 and 7 after Clause 2 Article 19 as follows:

“3. Having bondholder representatives as prescribed in Article 24 of this Decree.

4. The issuing organization's liabilities (including the value of the bonds projected to be issued) must not exceed 05 times the equity of the issuing organization according to the latest audited financial statements, except for issuing organizations that are State-owned enterprises, enterprises issuing bonds to execute real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, or securities investment fund management companies.

5. Liabilities as defined in Clause 4 of this Article shall not include the value of bonds expected to be issued for debt restructuring. In case of a public offering of bonds for the purpose of debt restructuring, the enterprise must not change the purpose of capital use intended for debt restructuring.

6. In cases where an enterprise conducts a public offering of bonds in several drives, the par value of the bonds expected to be issued in each drive must not be greater than its equity.

7. Bonds for which principal and interest are fully guaranteed for payment by a credit institution, a foreign bank branch, an overseas financial institution, or an international financial institution shall be excluded from the conditions specified in Clauses 4 and 6 of this Article.”.

9. To amend and supplement Clause 9 and Clause 10 Article 20 as follows:

“9. A decision of the Board of Directors or Members’ Council or the owner of the company on approval of the dossier for registration of public offering of bonds.

10. The documents specified at Point c Clause 1, Points d, g and i Clause 3 Article 18 of the Law on Securities and a written commitment on satisfaction of the condition prescribed at Point e Clause 1 Article 15 of the Law on Securities.”.

10. To amend and supplement Clause 6 Article 21 as follows:

“6. For the public offering for the purpose of raising capital to implement projects of the issuing organization, the number of convertible bonds and bonds accompanied with warrants to be sold must be at least 70% of the convertible bonds and bonds accompanied with warrants expected to be offered for sale to implement projects (except for cases of offering them to its existing shareholders in proportion to their holding rates). The issuing organization must have a plan to make up for a deficit of capital expected to be raised through the offering for project implementation.”.

11. To amend and supplement Point b Clause 2 Article 22 as follows:

“b) The plan on use of capita raised through the offering of convertible bonds and bonds accompanied with warrants; the proposed plan on use of capital proceeds from the stock issuance to exercise warrants' rights. A plan on use of proceeds from the bond issuance must clearly define the successful offering rate for the project implementation purpose of at least 70% of the total number of bonds to be offered for sale to implement the projects (except for cases of offering them to its existing shareholders in proportion to their holding rates). A plan on use of capital must contain contents on the plan to make up for a deficit of capital expected to be raised through the offering for project implementation.”.

12. To amend and supplement Point a Clause 2 Article 23 as follows:

a) Payment underwriting by a credit institution or branch of a foreign bank or an overseas financial institution or an international financial institution in accordance with law regulations. The payment underwriting of a credit institution or foreign bank branch must comply with the law on credit institution;”.

13. To amend and supplement Point dd Clause 3 Article 24 as follows:

“dd) In case where the bondholder representative is not entitled to receive security assets in accordance with specialized laws, such bondholder representative must designate a third party to receive the security assets or designate a third party to receive all of security assets of bonds. The organization receiving security assets shall be responsible for coordinating with the bondholder representative to manage and implement measures to handle the security assets in accordance with the signed contractual terms and law regulations on security measures for the performance of civil obligations;”.

14. To amend and supplement Clause 2 Article 25 as follows:

“2. A written commitment on payment underwriting of the credit institution, or foreign bank branch, overseas financial institution, or international financial institution, in case where bonds are guaranteed according to the form of payment underwriting.”.

15. To amend and supplement Article 26 as follows:

“Article 26. Conditions for public offering of bonds in Vietnam by an international financial institution

1. An issuing organization is a international financial institution in accordance with law regulations.

2. Bonds to be offered are those of a term of at least 05 years.

3. Having an issuance plan and a plan for the use of the entire proceeds from the offering to invest in projects in Vietnam or to invest capital contributions, purchase shares or bonds, or on-lend to enterprises established and operating in Vietnam.

4. Having commitments to perform the obligation of an issuing institution toward investors in terms of issuance and payment conditions, guarantee of lawful rights and interests of investors and other conditions.

5. The issuing organization must open a frozen account to receive money to buy bonds of the offering.

6. Having a commitment to list the bonds after the end of the offering.”.

16. To amend and supplement Article 27 as follows:

“Article 27. Dossiers of registration for public offering of bonds in Vietnam by an international financial institution

1. A written registration of offering, made according to the Form No. 07A provided in Appendix issued together with this Decree.

2. The announcement disclosing information about the public offering of bonds in Vietnam of the international financial institution, made according to the Form No. 07B provided in Appendix issued together with this Decree.

3. Decisions of the competent authority of the issuing organization approving the plan for issuance and the plan for the use of revenues collected from the offering.

4. A written commitment to fulfilling the obligations of issuing organizations toward investors regarding the conditions for issuance, payment, assurance of legitimate rights and interests of investors and other conditions.

5. A written commitment to list the bonds after the end of the offering.

6. A written confirmation of the bank or foreign bank branch on the issuing organization’s opening of a frozen account to receive payments for offered bonds.”.

17. To amend and supplement Article 30 as follows:

“Article 30. Conditions for public offering of securities of companies after the enterprise restructuring process

Conditions for a public company after the enterprise restructuring process for additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants; conditions for initial public offering of stocks or public offering of bonds by a company after the enterprise restructuring process include:

1. Meeting conditions for the public offering of stocks and bonds, in which the company's conditions for profitable and non-cumulative business operations are determined in accordance with Clauses 2 and 3 of this Article.

2. For the cases of additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants by a public company after the enterprise restructuring process; public offering of bonds by a company after the enterprise restructuring process, the company’s business operation in the year preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of enterprise restructuring: pro forma financial information summary reports of the year preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; the issuing organization's latest quarterly financial statements;

b) In case where the company registers to offer for sale in the year immediately following the year of restructuring (in case of consolidation): pro forma financial information summary reports for the latest accounting period from the beginning of the fiscal year to the time of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; financial statements of the first accounting period after the restructuring to the end of the fiscal year of the issuing organization, audited by an accredited audit firm that meets the conditions specified in Clause 3 Article 20 of the Law on Securities; the issuing organization's latest quarterly financial statements (if any). The condition of profitable business operation shall be determined on the basis of the total profit after tax on the pro forma financial information summary reports for the latest accounting period and on the financial statements for the first accounting period;

c) In case where the company registers to offer for sale from the year immediately following the year of restructuring (in case of merger, acquisition, or asset sale), the company registers to offer for sale from the second year after the year of restructuring onwards (in case of consolidation): The latest annual financial statement audited by an accredited auditing firm, the latest quarterly financial statement (if any) of the issuing organization.

3. For the cases of initial public offering of stocks by a company after the enterprise restructuring process, the company’s business operation in two consecutive years preceding the year of offering registration is profitable and, at the same time, the company has no accumulated loss up to the year of offering registration shall base on:

a) In case the company registers to offer for sale during the year of enterprise restructuring: pro forma financial information summary reports for the two consecutive years preceding the year of restructuring of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; the latest quarterly financial statements (if any) of the issuing organization;

b) In case where the company registers to offer for sale in the year immediately following the year of restructuring: pro forma financial information summary reports of the year preceding the year of restructuring, guaranteed by an accredited audit firm with unqualified opinions and the latest annual financial statement audited by an accredited auditing firm; the latest quarterly financial statements (if any) of the issuing organization;

In case of consolidation: pro forma financial information summary reports of the year preceding the year of consolidation of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions; pro forma financial information summary reports for the latest accounting period from the beginning of the fiscal year to the time of consolidation, guaranteed by an accredited audit firm with unqualified opinions and financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization, audited by an accredited audit firm; the latest quarterly financial statements of the issuing organization (if any). The condition of profitable business operation of the year preceding the year of offering registration shall be determined on the basis of the total profit after tax on the pro forma financial information summary reports for the latest accounting period and on the financial statements for the first accounting period.

c) In case the company registers to offer for sale in the second year immediately following the year of restructuring: The annual financial statements of the last two years of the issuing organization, audited by an accredited auditing firm, the latest quarterly financial statement of the issuing organization (if any).

In case of consolidation: pro forma financial information summary reports for the latest accounting period from the beginning of the fiscal year to the time of consolidation, guaranteed by an accredited audit firm with unqualified opinions; financial statements of the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization, audited by an accredited audit firm; financial statements of the year preceding the year of offering registration of the issuing organization, audited by an accredited auditing firm; the latest quarterly financial statement of the issuing organization (if any). The condition of profitable business operation of the second year preceding the year of offering registration shall be determined on the basis of the total profit after tax on the pro forma financial information summary reports for the latest accounting period from the beginning of the fiscal year to the time of consolidation and the financial statements for the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization.”.

18. To add a number of clauses in Article 31 as follows:

a) To add Clause 1a before Clause 1 Article 31 as follows:

“1a. For the cases of additional public offering of stocks, public offering of convertible bonds and bonds accompanied with warrants by a public company after the enterprise restructuring process; public offering of bonds by a company after the enterprise restructuring process, the dossiers of registration for public offering shall comply with Clauses 1, 2, 3 and 4 of this Article.”.

b) To add Clause 5 after Clause 4 Article 31 as follows:

“5. For the case of initial public offering of stocks by a company after the enterprise restructuring process, a dossier for offering registration shall comply with regulations on dossiers for registration of initial public offering of stocks, in which the company’s annual financial statements audited by an accredited auditing firm of the last two years preceding the year of offering registration shall be replaced by the following reports:

a) In case the company carries out the offering during the year of restructuring: annual financial statements for the two years preceding the restructuring year of the enterprises involved in the restructuring, audited by an accredited audit firm, and pro forma financial information summary reports for the two consecutive years preceding the restructuring year of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions;

In case of consolidation: audited annual financial statements for the two latest years of the enterprises involved in the restructuring, and audited financial statements for the last accounting period from the beginning of the fiscal year to the time of restructuring of the enterprises involved in the restructuring; pro forma financial information summary reports for the two consecutive years preceding the year of consolidation of the issuing organization, guaranteed by an accredited audit firm.

b) In case where the company registers to offer for sale in the year immediately following the year of restructuring: annual financial statements for the two consecutive years preceding the year of offering registration of the issuing organization, audited by an accredited audit firm; annual financial statements for the year preceding the restructuring year of the enterprises involved in the restructuring, audited by an accredited audit firm, and pro forma financial information summary reports for the year preceding the restructuring year of the issuing organization, guaranteed by an accredited audit firm with unqualified opinions;

In case of consolidation: annual financial statements for the year preceding the consolidation year and financial statements for the last accounting period from the beginning of the fiscal year to the time of consolidation of the enterprises participating the consolidation that are audited; the pro forma financial information summary reports for the year preceding the consolidation year of the issuing organization, guaranteed by an accredited audit firm; the pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation of the consolidating company, guaranteed by an accredited audit firm, and the financial statements for the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization, audited by an accredited audit firm.

c) In case the company registers to offer for sale in the second year immediately following the year of restructuring: annual financial statements for the two consecutive years preceding the year of offering registration of the issuing organization.

In case of consolidation: annual financial statements for the year preceding the consolidation year and the financial statements for the last accounting period from the beginning of the fiscal year up to the time of consolidation of the consolidated companies that are audited; the pro forma financial information summary reports for the last accounting period from the beginning of the fiscal year to the time of consolidation, which are guaranteed by an accredited audit firm, and the financial statements for the first accounting period from the time of consolidation to the end of the fiscal year of the issuing organization, which are audited by an accredited audit firm; the annual financial statements for the year preceding the year of offering registration of the issuing organization, which are audited by an accredited audit firm.

d) In case the company registers the offering from the third year following the restructuring year, the dossier of registration for the initial public offering of stocks shall comply with Article 11 of this Decree.”.

19. To amend and supplement Clause 3 and Clause 5 Article 41 as follows:

a) To amend and supplement Clause 3 Article 41 as follows:

“3. Within 07 working days after receiving a notice from the State Securities Commission on requesting for completion of procedures for issuing certificates of registration for public offering of securities, the issuing organization, shareholder registering for offering shall send 06 official prospectuses, official information disclosure documents (for the cases of public offering of bonds in Vietnam by an international financial institution) to the State Securities Commission for completion of procedures for issuing certificates of registration for public offering of securities.”.

b) To amend and supplement Clause 5 Article 41 as follows:

“5. Within 07 working days after its certificate of registration of public offering of securities becomes effective, the issuing institution or shareholder registering for offering shall publish an issuance announcement on an online newspaper or a printed newspaper for 03 consecutive issues in accordance with Clause 3 Article 25 of the Law on Securities and make information disclosure on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange. The official prospectus or official information disclosure document (for the cases of public offering of bonds in Vietnam by an international financial institution) must be published on websites of the issuing organization, institutional shareholder registering for offering (if any) and the Stock Exchange at the same time.”.

20. To amend and supplement Point a Clause 2 Article 43 as follows:

“a) An issuance plan must clearly state offering objectives; quantity of stocks projected to be offered for sale; offering price or principles to determine the offering price and authorizing the Board of Directors to determine the offering price; criteria to select investors; strategic investors; approving or authorizing the Board of Directors to approve the list of professional securities investors and the number of stocks offered to each investor.

Persons with interests related to the offering may not participate in the voting.”.

21. To amend and supplement Point a Clause 1 Article 45 as follows:

“a) An issuance plan must clearly state offering objectives; quantity of stocks to be offered for sale; offering price or principles to determine the offering price and authorizing the Board of Directors to determine the offering price; criteria to select investors; list of strategic investors and the number of stocks offered to each investor. Persons with interests related to the offering of stocks may not participate in the voting;”.

22. To amend and supplement Point a Clause 1 Article 47 as follows:

“a) An issuance plan must clearly state types of stocks to be offered; characteristics of preferred stocks accompanied with warrants; the number of preferred stocks accompanied with warrants; offering price or principles to determine the offering price and authorizing the Board of Directors to determine the offering price; criteria for investor selection; strategic investors; approving or authorizing the Board of Directors to approve the list of professional securities investors and the number of stocks offered to each investor; plans to exercise rights of warrants (conditions, term, the rate of exercising rights; price or methods to calculate issuing price; approving or authorizing the Board of Directors to approve the plan to ensure the stock issuance in order to exercise the right of satisfying regulations on foreign holding rate and other terms).

Persons with interests related to the offering may not participate in the voting.”.

23. To amend and supplement Clause 4 Article 49 as follows:

“4. Having the latest annual financial statement of a company having shares or capital contribution portions for swap audited by an accredited audit firm. The accounting period of the latest annual financial statements must cover at least 12 months. Audit opinions for financial statements are unqualified opinions.”.

24. To amend and supplement Clause 2 Article 50 as follows:

“2. A decision approving the issuance plan of the Shareholders’ General Meeting of the issuing organization, clearly stating: The issuance purpose; number of stocks projected to be issued, list of investors, number of stocks projected to be issued for swap for each investor; determination method and swap ratio. The Board of Directors shall report to the Shareholders’ General Meeting on the determination method and swap ratio, the opinion of an independent valuation organization (if any), for the Shareholders’ General Meeting to consider and decide them, ensuring the principles of publicity, transparency, and consistency with the market price.

Persons with interests related to the issuance of stocks may not participate in the voting.”.

25. To amend and supplement Clause 6 Article 53 as follows:

“6. The conditions specified at Points a and e Clause 1 Article 15 of the Law on Securities and Clauses 5 and 6 Article 49 of this Decree.”.

26. To amend and supplement Clause 10 Article 54 as follows:

“10. Documents prescribed in Clauses 5 and 6, Article 50 of this Decree.”.

27. To amend and supplement Clause 5 Article 57 as follows:

“5. The conditions specified in Clauses 2, 5, and 6, Article 49 of this Decree.”.

28. To amend and supplement a number of clauses of Article 58 as follows:

a) To amend and supplement Clause 2 Article 58 as follows:

“2. A decision approving the issuance plan of the Shareholders’ General Meeting, clearly stating: the issuance purpose, number of stocks projected to be issued, list of creditors, value of payable debts to be swapped and number of stocks projected for swap for each creditor, determination method and swap ratio. The Board of Directors shall report to the Shareholders’ General Meeting on the determination method and swap ratio, the opinion of a independent valuation organization (if any), for the General Meeting of Shareholders to consider and decide them, ensuring the principles of publicity, transparency, and consistency with the market price. Persons with interests related to the issuance of stocks may not participate in the voting.”.

b) To amend and supplement Clause 5 Article 58 as follows:

“5. Documents specified in Clauses 5, 6, 8, and 9 Article 50 of this Decree.”.

29. To amend and supplement Point a Clause 2 Article 62 as follows:

“a) The equity sources to increase share capital shall be based on the financial statement of the latest year which is audited by an accredited audit firm, including the following sources: share capital surplus; development investment fund; undistributed after-tax profits; and other funds (if any), which are used for supplementing the charter capital in accordance with law regulations;”.

30. To amend and supplement a number of clauses of Article 64 as follows:

a) To amend and supplement Clause 1 Article 64 as follows:

“1. Having a plan of issuing stocks under the employee stock option program approved by the Shareholders’ General Meeting, clearly stating the subjects, the number of stocks to be issued, criteria for employees eligible to join the program, issuing price, or principles to determine the issuing price and authorizing the Board of Directors to determine the issuing price.”.

b) To amend and supplement Clause 3 Article 64 as follows:

“3. Having a list of employees eligible to join the program, the number of stocks to be distributed for each subject and time of implementation approved by the Shareholders’ General Meeting or authorized to the Board of Directors for approval.”.

c) To amend and supplement Clause 8 Article 64 as follows:

“8. Issued stocks are restricted from transfer for at least 01 year after the date of completion of the issuance, except for the cases where the stocks are repurchased under the stock issuance regulations in accordance with the company’s employee stock option program.

Stocks that are currently restricted from transfer but are repurchased by the company under the stock issuance regulations in accordance with the company’s employee stock option program shall no longer be subject to the transfer restriction; the company may sell the repurchased stocks in accordance with the guidance of the Minister of Finance.”.

31. To amend and supplement Clause 2 and Clause 3 Article 65 as follows:

“2. A decision approving the plan on issuing stocks for employees of the Shareholders’ General Meeting. Persons with interests related to the issuance may not vote for approval of this content.

3. A decision of the Shareholders’ General Meeting or the Board of Directors (in case of being authorized by the Shareholders’ General Meeting), approving the list of employees eligible to join the program, the amount of stocks to be distributed to each subject and time of implementation, in case the company repurchases stocks from employees, the plan for selling the stocks repurchased by the company. Persons with interests related to the issuance may not vote for approval of this content.”.

32. To amend and supplement Clause 3 Article 86 as follows:

“3. Within 07 working days from the date on which the valid dossier is received, the State Securities Commission shall notify in writing to the organization or individual making public bid and post such receipt on the State Securities Commission's website; in case of refusal, a written reply clearly stating reason is required.”

33. To amend and supplement a number of points of Clause 1 Article 105 as follows:

a) To amend and supplement Point a Clause 1 Article 105 as follows:

a) Being suspended from securities brokerage or securities dealing operation; being suspended from securities depository and securities transaction payment operations for depository members; being suspended from securities clearing and securities transaction payment operations, for clearing members;”.

b) To add Point e1 after Point e Clause 1 Article 105 as follows:

“e1) At the request of the Vietnam Securities Depository and Clearing Corporation in the case defined at Point e Clause 1 Article 156 of this Decree;”.

34. To add Article 106a after Article 106 as follows:

“Article 106a. Makers of the market of exchange-traded fund certificates

1. Conditions for a securities company to register as a maker of the market of exchange-traded fund certificates

a) Being a trading member of the Stock Exchange on the listing market;

b) Being a fund founder;

c) Having personnel performing market making activities who possess a securities practice certificate;

d) Having a professional procedure for market making activities.

2. Dossier of registration of makers of the market of exchange-traded fund certificates

a) A written registration of acting as a market maker, made according to the Form No. 25A in the Appendix issued together with this Decree;

b) A copy of the valid exchange traded fund establishment contract signed with the securities investment fund management company;

c) A list of personnel performing market making activities accompanied by a personal information sheet, made according to the Form No. 67 in the Appendix issued together with this Decree and a copy of their securities practice certificates;

d) A professional procedure for market making activities.

3. Within 07 working days from the date of receiving a dossier of registration of makers of the market of exchange-traded fund certificates, the Stock Exchange shall issue a decision on approval of the status of makers of the market of exchange-traded fund certificates; in case of refusal, it must send a written response, clearly stating the reasons. Makers of the market of exchange-traded fund certificates shall have the rights and obligations related to market making activities as defined in the regulations of the Stock Exchange.

4. The Stock Exchange shall suspend the market making activities of a maker of the market of exchange-traded fund certificates in the following cases:

a) Having its trading activities on the listing market suspended by the Stock Exchange;

b) Failing to meet the conditions defined at Points b and c Clause 1 of this Article and failing to rectify these conditions after the deadline requested by the Stock Exchange;

c) Failing to comply with one of the obligations of a market maker and the Stock Exchange deems it necessary to suspend its market making activities.

5. Voluntary cancellation of the membership of a maker of the market of exchange-traded fund certificates

a) A dossier of voluntary cancellation of the membership of a maker of the market of exchange-traded fund certificates includes a written request for cancellation of market maker, made according to the Form No. 27A in the Appendix issued together with this Decree; and the minutes of liquidation of the exchange-traded fund market making contract;

b) Within 07 working days from the date of receiving a valid dossier as specified at Point a of this Clause, the Stock Exchange shall issue a decision on cancellation of the membership of a maker of the market of exchange-traded fund certificates.

6. The Stock Exchange shall compulsorily cancel the membership of a maker of the market of exchange-traded fund certificates in the following cases:

a) The maker of the market of exchange-traded fund certificates fails to rectify the causes leading to the suspension after the expiration of the market making activity suspension period;

b) Having its membership status on the listing market canceled by the Stock Exchange.”.

35. To amend and supplement the title of Article 107; amend and supplement a number of points and clauses of Article 107 as follows:

a) To amend and supplement the title of Article 107 as follows:

“Article 107. General provisions on listing of securities”

b) To amend and supplement Points b and dd Clause 1 Article 107 as follows:

“d) In case the time of sending a valid dossier of registration for listing to the Stock Exchange is past the time limit for disclosure of information on quarterly financial statements as prescribed for listed companies, the listing registration organization must supplement the financial statements of that quarter. In case of registration for listing after the closing date of the biannual financial statement period, the listing registration organization must supplement the biannual financial statements examined or audited by an accredited audit firm;

dd) In case after the latest accounting period is audited, the organization registering for listing stocks issues to increase charter capital (except for the case of issuing stocks to pay dividends, issuing stocks to increase share capital from equity sources, issuing bonus stocks to employees, issuing stocks to convert bonds), the listing registration organization must supplement the report on the additionally contributed charter capital audited by an accredited audit firm or financial statement audited by an accredited audit firm.”.

c) To add Clause 4 after Clause 3 Article 107 as follows:

“4. The business operation results, accumulated losses, and equity of the listing registration organization and the listed organization shall be reviewed in accordance with Clause 8 Article 7 of this Decree.”.

36. To amend and supplement a number of points and clauses of Article 109 as follows:

a) To amend and supplement Point c Clause 1 Article 109 as follows:

“c) The after-tax profit rate of return on equity (ROE) of the year preceding the year of listing registration equal to at least 5% and business activities of the two consecutive years preceding the year of listing registration being profitable; having no accumulated loss based on the latest audited annual financial statement, or in case of registering for listing after the end of the biannual financial statement period, it shall be based on the reviewed or audited biannual financial statements.

In case the listing registration organization conducts an initial public offering of stocks concurrently with listing and submits a valid dossier to the Stock Exchange within 60 days from the last day of an annual accounting period, the aforementioned criteria shall be based on the annual financial statements audited in accordance with Point c Clause 1 Article 111a of this Decree;”.

b) To amend and supplement Clause 2 Article 109 as follows:

“2. The classification and arrangement of listed stocks shall be based on the criteria specified in the regulations of the Vietnam Stock Exchange, which include one or more criteria regarding charter capital, capitalisation, operation duration, financial situation, shareholder structure and company governance.”.

37. To amend and supplement Point b Clause 1 Article 110 as follows:

“b) The prospectus of listing made according to the Form No. 29 provided in Appendix issued together with this Decree; a decision on approval of the equitization scheme of a competent state agency (in the case of the dossier of registration for listing stocks of an equitized enterprise); decisions on approval of the stock listing of the Shareholders’ General Meeting;”.

38. To add Article 111a before Article 111 as follows:

“Article 111a. Stock listing registration simultaneous with initial public offering of stocks of a joint-stock company

1. The listing registration organization that submits the dossier of registration for initial public offering of stocks concurrently with the registration for stock listing shall be responsible for sending the Stock Exchange the following documents:

a) Documents specified at Points a, dd and g Clause 1 Article 110 of this Decree;

b) The prospectus of listing, made according to the Form No. 29A in the Appendix issued together with this Decree; decision on approval of the stock listing of the Shareholders’ General Meeting;

c) Financial statements for 02 consecutive years immediately preceding the year of registration for listing by the listing registration organization as prescribed in Clause 4 Article 11 of this Decree;

d) Report on contributed charter capital up to the time of registration for the initial public offering of stocks, in accordance with Point k Clause 1 Article 18 of the Law on Securities.

2. Within 30 days from the date of receiving the valid dossier as specified in Clause 1 of this Article, the Stock Exchange shall issue a written notice to the listing registration organization regarding its fulfillment of the condition of being a joint stock company with contributed charter capital of VND 30 billion or more at the time of listing registration in accordance with Point a Clause 1 Article 109 and the conditions specified at Points c, e, and g Clause 1 Article 109 of this Decree; in case of refusal, the Stock Exchange must reply in writing, clearly stating the reasons. The written notice from the Stock Exchange to the listing registration organization must be simultaneously sent to the State Securities Commission.

3. Within 01 working day from the date the Stock Exchange receives the notice from the State Securities Commission regarding the receipt of the report on the results of the initial public offering of stocks, the Stock Exchange shall issue a written request for the listing registration organization to supplement the following documents:

a) A written request for continued consideration of listing registration, made according to the Form No. 28B provided in the Appendix issued together with this Decree;

b) The updated information of the prospectus, made according to the Form No. 29B in the Appendix issued together with this Decree;

c) An enterprise registration certificate; establishment and operation license or equivalent legal documents, which update the charter capital of the listing registration organization after the initial public offering of stocks;

d) Documents specified at Points c and d Clause 1 Article 110 of this Decree.

4. Within 15 days from the date the State Securities Commission issues the notice on receipt of the report on the results of the initial public offering of stocks, the listing registration organization shall be responsible for supplementing the documents listed in Clause 3 of this Article to the Stock Exchange where the listing is registered.

5. Within 15 days from the date of receiving the valid documents as stipulated in Clause 3 of this Article, if the listing registration organization meets the condition regarding capitalization in accordance with Point a Clause 1 Article 109 and the conditions specified at Points d and dd Clause 1 Article 109 of this Decree, the Stock Exchange shall issue a decision on approval of the stock listing. In case of refusal, the Stock Exchange shall issue a written reply, clearly stating the reasons.

6. Within 05 working days from the date on which the Stock Exchange issues the decision on approval of the stock listing, the listing registration organization must register the first trading date of listed stocks (the trading day must be after at least 06 working days from the date on which the Stock Exchange receives the written request from the listing registration organization but no later than 30 days from the date the Stock Exchange issues the decision on approval for listing). The Stock Exchange shall issue a notice on the first trading date for the approved listed stocks after the Stock Exchange receives the written registration for the first trading date for the listed stocks from the listing registration organization and the written confirmation from the Vietnam Securities Depository and Clearing Corporation that the stocks have been registered at the Vietnam Securities Depository and Clearing Corporation.”.

39. To amend and supplement the title of Article 111, to amend and supplement Clause 2 Article 111 as follows:

a) To amend and supplement the title of Article 111 as follows:

“Article 111. Procedures for listing registration for stocks not subject to stock listing registration simultaneous with initial public offering of stocks, procedures for listing of fund certificates”.

b) To amend and supplement Clause 2 Article 111 as follows:

“2. The listing registration organization must put securities into trading in accordance with Clause 6 Article 111a of this Decree.”.

40. To amend and supplement a number of points and clauses of Article 113 as follows:

a) To amend and supplement Clause 1 and Clause 2 Article 113 as follows:

“1. For the cases specified at Points a and c Clause 1 Article 112 of this Decree, the listing registration dossier shall include the documents prescribed at Points a, b, c, g, and h Clause 1 Article 110 of this Decree, in which the financial statements defined at Point h Clause 1 Article 110 of this Decree shall be replaced by the annual financial statements of the last two years audited by an accredited audit firm of the consolidated enterprises.

2. For the cases defined at Point b Clause 1 Article 112 of this Decree, the listing registration dossier shall comply with Points a, b, c, g, and h Clause 1 Article 110 of this Decree, in which the financial statements prescribed at Point h Clause 1 Article 110 of this Decree shall be replaced by the annual financial statements of the last two years of the consolidated enterprises and the pro forma financial information summary reports of the listing registration organization for the year immediately preceding the year of consolidation, audited by an accredited audit firm.”.

b) To amend and supplement Point b Clause 7 Article 113 as follows:

“b) Within 30 days after receiving a valid dossier of listing registration, the Stock Exchange shall approve the listing registration; in case of refusal, it shall reply in writing, clearly stating the reason. The listing registration organization must put stocks into trading in accordance with Clause 6 Article 111a of this Decree.”.

41. To amend and supplement a number of points and clauses of Article 114 as follows:

a) To amend and supplement Point d Clause 2 Article 114 as follows:

“d) Documents specified at Point b Clause 1 of this Article.”.

b) To amend and supplement Point c Clause 7 Article 114 as follows:

“c) Within 05 working days from the date on which the Stock Exchange issues the decision on approval of the continuation of listing and additional listing, the listed organization must register the first trading date for the new securities (the trading day must be at least 06 working days from the date on which the Stock Exchange receives the written request from the listed organization but no later than 30 days from the date of issuance of the decision on approval for listing change). In case additional listed securities include transfer-restricted securities, the listed organization shall simultaneously register the trading date of the securities subject to transfer restriction at a specified time after the expiration of the transfer restriction duration. The Stock Exchange shall issue a notice on the first trading date for the approved listed stocks after the Stock Exchange receives the written registration for the first trading date for the listed stocks from the listing registration organization and the written confirmation from the Vietnam Securities Depository and Clearing Corporation that the stocks have been registered at the Vietnam Securities Depository and Clearing Corporation.”.

42. To amend and supplement a number of points and clauses of Article 115 as follows:

a) To amend and supplement Point b Clause 2 Article 115 as follows:

“b) A report on the contributed charter capital of the separated company after the separation of the enterprise, audited by an accredited audit firm; financial statements for 2 years immediately preceding the year of the separation of the separated company;”.

b) To amend and supplement Point b Clause 8 Article 115 as follows:

“b) Within 07 days after receiving a valid dossier, the Stock Exchange shall issue a decision on approval of the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason. The listing registration organization must carry out the procedures for putting stocks into trading in accordance with Clause 6 Article 111a of this Decree.”.

c) To amend and supplement Point b Clause 9 Article 115 as follows:

“b) Within 30 days after receiving a valid dossier, the Stock Exchange shall issue a decision on approval of the continuation of listing; in case of refusal, it shall reply in writing, clearly stating the reason. The listing registration organization must carry out the procedures for putting stocks into trading in accordance with Clause 6 Article 111a of this Decree.”.

43. To amend the title of Article 117; to amend and supplement Points b and c Clause 2 Article 117 as follows:

a) To amend the title of Clause 117 as follows:

“Article 117. Change of registration for listing of stocks and closed-end fund certificates in case of change in the number of listed stocks and fund certificates other than the cases of merger or separation of the company or enterprise restructuring”

b) To amend and supplement Points b and c Clause 2 Article 117 as follows:

“b) The certificate of adjustment of the securities investment fund establishment registration certificate, the license for adjustment the license for establishment and operation of a securities investment company; the license for adjustment to the operation license of a credit institution after the issuance, in case the credit institution conducts an issuance involving cash proceeds;

c) A report on the contributed charter capital that has been audited by an accredited audit firm, except for cases of issuance of stocks to pay dividends, issuance of stocks to increase share capital from equity sources, issuance of bonus stocks for employees, or issuance of stocks to convert bonds.”.

44. To amend and supplement a number of points and clauses of Article 118 as follows:

a) To amend and supplement Clause 2 Article 118 as follows:

“2. A dossier of bond listing registration comprises:

a) A written request for bond listing registration, made according to the Form No. 28 provided in the Appendix issued together with this Decree;

b) The register of bondholders of the listing registration institution made within 01 month before the time of submission of the listing registration dossier; the prospectus of bond listing, made using the Form No. 29C or Form No. 29D or Form No. 29DD in the Appendix issued together with this Decree.”.

b) To amend and supplement Point b Clause 3 Article 118 as follows:

“b) Within 05 working days from the date on which the Stock Exchange issues the decision on approval of the bond listing, the listing registration organization must register the first trading date of listed bonds (the trading day must be after at least 06 working days from the date on which the Stock Exchange receives the written request from the listing registration organization but no later than 30 days from the date the Stock Exchange issues the decision on approval for listing). The Stock Exchange shall issue a notice on the first trading date for the approved listed bonds after the Stock Exchange receives the written registration for the first trading date for the listed bonds from the listing registration organization and the written confirmation from the Vietnam Securities Depository and Clearing Corporation that the bonds have been registered at the Vietnam Securities Depository and Clearing Corporation.”.

45. To add Article 118a after Article 118 as follows:

“Article 118a. Change in bond listing registration

1. A listed organization shall implement a change of bond listing registration in case the listed organization converts a portion of the bonds into stocks, repurchases a portion of the bonds before maturity, exchanges a portion of the bonds, or in other cases leading to a change in the number of listed bonds.

2. A dossier of change in bond listing registration

a) A written registration for change of listing, made according to the Form No. 31 in the Appendix issued together with this Decree, clearly stating the reason for the listing change and relevant documents;

b) A report on the completion of repurchase of a portion of the bonds or completion of conversion of a portion of the bonds into stocks or completion of exchange of a portion of the bonds, accompanied by documents proving such completion.

3. Order and procedures for implementation of change in bond listing registration

a) Within 30 days from the date of completion of the offering or issuance of stocks converted from bonds or from the date the number of listed bonds changes, the listed organization must submit a dossier of change in bond listing registration;
 

b) Within 05 working days from the date of receiving a valid dossier, the Stock Exchange shall be responsible for approving the change of listing registration.”.

46. To add Article 119a after Article 119 as follows:

“Article 119a. Listing of covered warrants

1. Dossier of initial listing of covered warrants

a) A written registration of warrants, made according to the Form No. 28C provided in the Appendix issued together with this Decree;

b) An information disclosure paper, made according to the Form No. 31B provided in the Appendix issued together with this Decree (if any).

2. Procedures for approving the listing of covered warrants

a) The issuing organization that reports the results of the warrant offering to the State Securities Commission shall concurrently submit the dossier of warrant listing registration to the Stock Exchange and the dossier of warrant depository registration to the Vietnam Securities Depository and Clearing Corporation;

b) Within 03 working days from the date of receiving the written notice from the State Securities Commission regarding the receipt of the report on the results of the warrant offering and the valid dossier of listing registration, the Stock Exchange shall issue a decision on approval of the warrant listing;

c) Within 02 working days from the date of receiving the written notice from the Vietnam Securities Depository and Clearing Corporation regarding the completion of registration of the warrants at the Vietnam Securities Depository and Clearing Corporation, the Stock Exchange shall issue a document regarding the warrant trading. Warrants shall be officially traded on the system on the second working day from the date the Stock Exchange issues the document regarding the warrant trading.

3. Change in covered warrant listing registration due to a change in the number of listed covered warrants shall occur in one of the following cases:

a) The listed organization implements a supplementary offering for the warrants already offered;

b) The total amount of underlying securities converted from issued warrants of all organizations listing warrants compared with the total number of freely transferable underlying securities exceeds a percentage as prescribed in the guidance of the Minister of Finance. The reduction of the number of listed warrants shall be implemented according to the following principle:

The listed organization must reduce the number of listed warrants not yet in circulation with a remaining time of less than 02 months calculated from the date the excess ratio arises until the maturity date;

If the number of warrants in circulation is less than 5% of the offered warrants, 80% of the offered warrants shall be reduced from the listing;

If the number of warrants in circulation is between 5% and 10% of the offered warrants, 70% of the offered warrants shall be reduced from the listing;

c) The listed organization is allowed to implement a partial reduction after at least 30 days from the listing date according to the principle that: the remaining number of warrants (after reducing the listed warrant quantity) must be at least 10% of the quantity of offered warrants.

4. Dossier of change in listing registration of covered warrants

a) A written registration of change in listing, made according to the Form No. 31A provided in the Appendix issued together with this Decree;

b) The resolution of the Board of Directors or the Members' Council or the owner of the company on approval of the change of listing (for the case defined at Point c Clause 3 of this Article);

c) The paper of disclosure of adjusted warrant information, made according to Form No. 31B in the Appendix issued together with this Decree (if any).

5. Procedure for approval of change of covered warrant listing registration for the case specified at Point a Clause 3 of this Article:

a) The issuing organization that reports the results of the warrant offering to the State Securities Commission shall concurrently submit the dossier of change of warrant listing registration to the Stock Exchange and the dossier of warrant depository registration to the Vietnam Securities Depository and Clearing Corporation;

b) Within 03 working days from the date of receiving the written notice from the State Securities Commission regarding the receipt of the report on the results of the warrant offering and the valid dossier of change of listing registration, the Stock Exchange shall approve the change of listing registration;

c) Within 02 working days from the date of receiving the written notice from the Vietnam Securities Depository and Clearing Corporation regarding the completion of registration of the warrants at the Vietnam Securities Depository and Clearing Corporation, the Stock Exchange shall issue a document regarding the trading of warrants with the change of listing registration. The increased quantity of warrants shall be officially traded on the system on the second working day from the date the Stock Exchange issues the document regarding the trading of warrants with the change of listing registration.

6. Procedure for change of covered warrant listing registration for the case specified at Point b Clause 3 of this Article:

a) The Stock Exchange shall notify the organizations listing warrants on the same underlying asset about the requirement to partially delist warrants, and concurrently request the listed organizations to report the number of warrants not yet in circulation with a remaining time of less than 02 months calculated from the date the excess ratio arises until the maturity date;

b) Within 02 working days from the date the Stock Exchange sends the notice as specified at Point a of this Clause, the listed organizations shall submit the dossier of change of warrant listing registration to the Stock Exchange;

c) Within 05 working days from the date the Stock Exchange sends the notice to the listed organizations, based on the dossiers of the listed organizations and reviewing of the report on risk prevention activities for organizations that fail to submit a dossier, the Stock Exchange shall issue a decision on the change of warrant listing.

7. Procedure for change in listing registration of covered warrants for the case specified at Point c Clause 3 of this Article:

Within 07 working days from the date of receiving the valid dossier for change of listing registration, the Stock Exchange shall issue a decision on the change of warrant listing. In case of refusal, the Stock Exchange shall issue a written reply, clearly stating the reasons.”.

47. To amend and supplement a number of points and clauses of Article 120 as follows:

a) To amend and supplement Points b, c, dd, e, i, l and o Clause 1 Article 120 as follows:

“b) The listed organization registers for suspension of business operation or has its business operation suspended or terminated for 01 year or more, or has its business operation terminated at the request or decision of the business registration agency or competent state agency;

c) The listed organization has its license for operation in the specialized field revoked;

dd) Stocks are not put into trading within 30 days from the date the Stock Exchange approves the listing registration;

e) Business operation suffer loss in the audited annual financial statements for the latest 03 consecutive years or the total accumulated loss exceeds the actually contributed charter capital or the equity is negative in the audited financial statement of the latest year prior to the time of consideration;

i) The listed organization commits a violation of late submission of the audited annual financial statements for 03 consecutive years or, at the end of the fiscal year, the listed organization fails to fulfill its reporting obligation regarding the audited financial statements of the immediately preceding fiscal year;

l) The listed organization is sanctioned for violations under the decision of a competent agency regarding the prohibited acts specified in Clauses 1, 2, 3, and 7 Article 12 of the Law on Securities;

o) The listed organization fails to fulfill financial obligations to the Stock Exchange for more than 06 months from the deadline for fulfilling financial obligations as defined; or falls into a case in which the State Securities Commission or the Stock Exchange finds the delisting necessary in order to protect investors’ interests.”

b) To amend and supplement Points a and d Clause 3 Article 120 as follows:

“a) Closed-end funds, real estate investment funds, public securities investment companies no longer meet the conditions for having at least 100 investors excluding professional securities investors within a period of 6 consecutive months;

d) The fund certificates and stocks of the securities investment company are not put into trading within 30 days from the date on which the Stock Exchange approves listing registration;”.

c) To amend and supplement Clause 4 Article 120 as follows:

“4. Stocks of public companies, closed-end fund certificates, real estate investment funds, exchange-traded funds and stocks of a securities investment company subject to compulsory delisting may continue to be traded within 30 days from the date of issuance of the delisting decision, except for cases of delisting as prescribed at Points c, d, dd, l Clause 1 and Points c, d, dd, e Clause 3 of this Article.”.

d) To amend and supplement Point a Clause 5 Article 120 as follows:

“a) The bonds become mature (including the cases where the maturity is extended by the listed organization); the whole of listed bonds is redeemed or converted or exchanged by the issuing organization prior to maturity;”.

dd) To amend and supplement Point c Clause 5 Article 120 as follows:

“c) The cases specified at Points b, c, h, and l Clause 1 of this Article and Clause 2 Article 119 of this Decree; the issuing organization fails to put the bonds into trading in accordance with Clause 3 Article 118 of this Decree.”.

e) To add Clause 5a after Clause 5 Article 120 as follows:

“5a. Listed bonds of an international financial organization offered in Vietnam shall be subject to compulsory delisting in cases where the bonds reach maturity or the whole of listed bonds are redeemed by the issuing organization before maturity.”.

g) To add Clause 7 after Clause 6 Article 120 as follows:

“7. In special cases for the implementation of socio-economic, security, and national defense tasks, the Prime Minister shall decide not to apply the compulsory delisting provisions at Point e Clause 1 of this Article for each specific case.”.

48. To amend and supplement a number of points and clauses of Article 121 as follows:

a) To amend and supplement Clause 2 Article 121 as follows:

“2. Conditions for voluntary delisting of covered warrants

The listed organization that owns the entire number of covered warrants not yet in circulation may request the delisting of all covered warrants not yet in circulation at least 30 days after the listing date.”.

b) To amend and supplement Point b Clause 3 Article 121 as follows:

“b) Decision of the Shareholders’ General Meeting (in the case of delisting of stocks) or of the Investors’ General Meeting (for delisting of fund certificates) or of the Board of Directors or the Members' Council or the owner of the company (in the case of delisting of covered warrants) approving the voluntary delisting;”.

49. To amend and supplement Article 124 as follows:

“Article 124. Dossiers and procedures for securities listing registration by a foreign issuing organization

1. A dossier of listing registration includes the documents specified in Clause 1 Article 110 of this Decree for the case of stock listing; and the documents defined in Clause 2 Article 118 of this Decree for the case of bond listing.

2. The procedure for listing registration on the Stock Exchange shall comply with Article 111 and Article 118 of this Decree.”.

50. To amend and supplement Article 126 as follows:

“Article 126. Securities listing or trading on a foreign Stock Exchange

1. Public companies, securities companies, and securities investment fund management companies of Vietnam shall list and trade securities on a foreign Stock Exchange in accordance with the regulations of the host country where the securities are listed and traded.

2. Public companies, securities companies, and securities investment fund management companies of Vietnam’s registration for listing and trading of securities on a foreign Stock Exchange must be associated with the overseas offering of securities.”.

51. To amend and supplement Point b Clause 2 Article 131 as follows:

“b) Comply with the provisions in Clauses 3, 4, and 5 Article 128 of this Decree.”.

52. To amend and supplement Point b Clause 1 Article 133 as follows:

“b) Companies subject to compulsory or voluntary delisting but still being a public company;”.

53. To amend and supplement Clause 1 and Clause 2 Article 135 as follows:

“1. Within 05 working days after receiving a valid dossier, the Stock Exchange shall issue a decision on approval of the trading registration and at the same time, make information disclosure to the market.

2. Within 30 days from the date on which the Stock Exchange issues the decision on approval of the stock trading registration, the trading registration organization must register the first trading date of the stocks registered for trading (the trading day must be after at least 06 working days from the date on which the Stock Exchange receives the written request from the trading registration organization but no later than 30 days from the date the Stock Exchange issues the decision on approval of the trading registration). The Stock Exchange shall issue a notice on the first trading date for the approved stocks registered for trading after the Stock Exchange receives the written registration for the first trading date for the stocks registered for trading from the trading registration organization and the written confirmation from the Vietnam Securities Depository and Clearing Corporation that the stocks have been registered at the Vietnam Securities Depository and Clearing Corporation.”.

54. To amend and supplement Point c Clause 3 Article 136 as follows:

c) Within 05 working days from the date on which the Stock Exchange issues the decision on approval of the change in trading registration, the trading registration organization must register the trading date for the new stocks (the trading day must be at least 06 working days after the date on which the Stock Exchange receives the written request from the trading registration organization but no later than 30 days from the date Stock Exchange issues the decision on approval for the change in trading registration). In case stocks registered for additional trading include transfer-restricted securities, the trading registration organization shall simultaneously register the trading date of the stocks subject to transfer restriction at a specified time after the expiration of the transfer restriction duration. The Stock Exchange shall issue a notice on the first trading date for the increased quantity of registered stocks after the Stock Exchange receives the written registration for the first trading date for the stocks registered for trading from the trading registration organization and the written confirmation from the Vietnam Securities Depository and Clearing Corporation that the number of registered stocks have been adjusted at the Vietnam Securities Depository and Clearing Corporation.”.

55. To amend and supplement Clause 2 Article 138 as follows:

“2. In case of direct investment under Point a, Clause 1 of this Article, the foreign investors shall register securities trading codes in the depository members in order that the depository members register them with the Vietnam Securities Depository and Clearing Corporation before conducting investment activities. In case of indirect investment under Point b Clause 1 of this Article, the foreign investors are not required to register securities trading codes. The securities investment fund management companies and Vietnam-based branches of foreign fund management companies receiving entrusted capital of foreign investors must register securities trading codes according to the principles specified at Points d and dd, Clause 2, Article 145 of this Decree.”.

56. To amend and supplement a number of clauses of Article 139 as follows:

a) To amend and supplement Clause 2 Article 139 as follows:

“2. The maximum foreign holding rate in public companies being equitized enterprises shall comply with the law regulations on equitization. In case where the law on equitization does not specify such matter, regulations in Clause 1 of this Article shall apply.”.

b) To amend and supplement Clause 5 Article 139 as follows:

“5. In case where a public company has a foreign holding rate exceeding the rate specified in Clause 1, Clause 2 of this Article, the public company must ensure that it does not increase the foreign holding rate in the company and the shareholders of the public company who are foreign investors and economic organizations with foreign investors owning more than 50% of the charter capital shall only be permitted to sell stocks to domestic investors until the foreign holding rate in the public company complies with Clauses 1 and 2 of this Article, except for cases of receiving stocks as dividends, receiving bonus stocks, purchasing stocks in an additional issuance for existing shareholders according to the proportion of exercise of rights, receipt of stocks due to consolidation, receipt of stocks due to enterprise merger, receipt of stocks due to inheritance or pursuant to a judgment or decision of a Court, Arbitration, or enforcement agency, transfer of their stocks portfolio to a new securities depository account corresponding to the granted securities trading code, and other cases specified by relevant law regulations.”.

57. To amend and supplement the title of Article 141 and a number of points and clauses of Article 141 as follows:

a) To amend and supplement the title of Article 141 as follows:

“Article 141. Responsibility for announcing the maximum foreign holding rate of a public company and the change in the maximum foreign holding rate of a public company”.

b) To amend and supplement Clause 2 Article 141 as follows:

“2. A public company shall be responsible for the accuracy and legality when determining the maximum foreign holding rate for the business lines and the maximum foreign holding rate at the company as prescribed in Clause 1, Clause 2 Article 139 of this Decree.”.

c) To add Point b1 after Point b Clause 4 Article 141 as follows:

“b1) The law regulations on equitization provides changes in the maximum foreign holding rate.”.

58. To amend and supplement the title of Article 142 and a number of points and clauses of Article 142 as follows:

a) To amend and supplement the title of Article 142 as follows:

“Article 142. Dossiers, order and procedures for announcing the maximum foreign holding rate and the change in the maximum foreign holding rate at a public company.”.

b) To amend and supplement Points b and c Clause 1 Article 142 as follows:

“b) An enterprise registration certificate or establishment and operation license or certificate of change in enterprise registration content, including the content of the business line registered for business or a document from the competent state agency confirming the registered business lines;

c) In case the public company is an equitized enterprise in accordance with Clause 2 Article 139 of this Decree, a competent authority's document on approval of the equitization plan shall be supplemented, including the content of the company's maximum foreign holding rate (if any);”.

c) To amend and supplement Point b Clause 2 Article 142 as follows:

“b) The documents specified at Points b and c Clause 1 of this Article.”.

d) To add Clause 2a after Clause 2 Article 142 as follows:

“2a. The public company is not required to submit the documents defined at Points b and c Clause 1, and Point b Clause 2 of this Article in cases where those documents have already been announced on the information disclosure system of the State Securities Commission or the information regarding the registered business lines of the public company has been posted on the National Business Registration Portal.”.

dd) To amend and supplement Clause 3 and Clause 4 Article 142 as follows:

“3. Within 07 working days from the date of receipt of a valid dossier, the State Securities Commission shall issue a written notice on the receipt of complete dossier of announcing the maximum foreign holding rate or dossier of announcing the maximum foreign holding rate change at a public company, and at the same time send it to the Vietnam Securities Depository and Clearing Corporation and the Stock Exchange where the company's stocks are listed or registered for trading; in case of refusal, a written response must be provided, clearly stating the reasons.

4. The Vietnam Securities Depository and Clearing Corporation shall update and adjust on the system regarding the maximum foreign holding rate at a public company within 02 working days from the date of receiving the written notice from the State Securities Commission defined in Clause 3 of this Article or the time specified in the written notice from the State Securities Commission.”.

59. To amend and supplement Clause 1 Article 143 as follows:

“1. Economic organizations being public companies, public securities investment companies, closed-end securities investment funds, member funds and other foreign-invested economic organizations must apply the regulations of foreign holding rate, the investment order and procedures on the stock market similar to that of foreign investors when there is a foreign investor holding more than 50% of the charter capital, except for securities companies performing risk prevention or market making activities in accordance with the guidance of the Minister of Finance.”.

60. To amend and supplement Point a Clause 2 Article 145 as follows:

“a) A foreign securities company or a foreign securities investment fund management company shall be granted 02 securities trading codes: 01 securities trading code for the company's own trading activities and 01 securities trading code for management of the trading activities of the company's clients;”.

61. To amend and supplement a number of points and clauses of Article 146 as follows:

a) To amend and supplement Points c and d Clause 3 Article 146 as follows:

“c) Within 01 working day from the date of receipt of information declared from a depository member, the Vietnam Securities Depository and Clearing Corporation shall send electronic confirmation on the securities trading code to the depository member. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

d) Within 01 working days from the date of receipt of an electronic confirmation of the securities trading code from the Vietnam Securities Depository and Clearing Corporation, a depository member shall notify the registering organization or individual of the securities trading code and shall send a written confirmation of the securities trading code to the organization or individual upon request.”.

b) To amend and supplement Clause 5 Article 146 as follows:

“5. Organizations and individuals registering for securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of securities trading code registration. Depository members shall be responsible for examining the completeness and validity of the dossier of securities trading code registration; declaring fully, accurately and truthfully the information provided by registering organizations and individuals on the system at the Vietnam Securities Depository and Clearing Corporation; and fully storing the dossiers of securities trading code registration and providing them to the State Securities Commission upon written request.”.

62. To amend and supplement a number of points and clauses of Article 147 as follows:

a) To amend and supplement Point c Clause 2 Article 147 as follows:

“c) At the request of the depository member after the depository member receives the request for cancellation of the securities trading code from the organization or individual.”.

b) To add Clause 2a and Clause 2b after Clause 2 Article 147 as follows:

“2a. Order and procedures for cancellation of securities trading codes for the cases specified at Point c Clause 2 of this Article

a) The organization or individual shall submit a written request for cancellation of securities trading codes to the depository member, made according to Form No. 43 in the Appendix issued together with this Decree;

b) The depository member shall declare the information in a written request for cancellation of securities trading codes on the system at the Vietnam Securities Depository and Clearing Corporation;

c) Within 01 working day from the date of receipt of information declared from a depository member, the Vietnam Securities Depository and Clearing Corporation shall send electronic confirmation on cancellation of the securities trading codes to the depository member. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

d) Within 01 working day from the date of receiving the electronic confirmation of the cancellation of the securities trading codes from the Vietnam Securities Depository and Clearing Corporation, the depository member shall notify the organization or individual.

2b. The organization or individual shall be responsible before Vietnamese law for the accuracy and truthfulness of the information stated in the dossier of request for cancellation of securities trading codes. Depository members shall be responsible for examining the completeness and validity of the dossiers of request for cancellation of securities trading codes; declaring fully, accurately and truthfully the information provided by organizations and individuals on the system at the Vietnam Securities Depository and Clearing Corporation; and fully storing the dossiers of request for cancellation of securities trading codes and providing them to the State Securities Commission upon written request.”.

63. To amend and supplement Article 148 as follows:

“Article 148. Change of information relating to securities trading codes

1. Organizations and individuals that have been granted a securities trading code must carried out the procedures for change of information related to securities trading codes at depository members in the following cases:

a) Change of depository members;

b) Change of name, country or territory where the operation is registered, head office address, business registration license number of the organization;

c) Change of name, citizenship, contact address, passport number or other legal personal identification of the individual.

2. A dossier of changes in information comprises:

a) A report on changes to information of the organization or individual that has been granted a securities trading code, made using the Form No. 44 provided in the Appendix issued together with this Decree;

b) The certificate of business registration or the establishment and operation license with changed contents or other documents on the changes made according to the Form No. 42 provided in the Appendix issued together with this Decree, in case of change the contents as prescribed at Point b Clause 1 of this Article;

c) New passport or new legal personal identification in case of change of contents as prescribed at Point c Clause 1 of this Article.

3. Order of reporting information change

a) For changes specified at Point a Clause 1 of this Article, organizations and individuals must carry out the procedures for change in information for depository members before making changes. For the changes specified at Points b and c Clause 1 of this Article, organizations and individuals must carry out the procedures for change in information within 30 days from the date of the change;

b) Organizations and individuals shall submit dossiers specified in Clause 2 of this Article to depository members;

c) Depository members shall declare changed information of the organizations or individuals, using the Form No. 44 provided in the Appendix issued together with this Decree on the system at the Vietnam Securities Depository and Clearing Corporation (except for the information on passport number, other legal personal identification of individuals, and business registration license number of organizations);

d) Within 01 working day from the date of receipt of information declared from a depository member, the Vietnam Securities Depository and Clearing Corporation shall adjust the changed information and send electronic confirmation to the depository member. In case of refusal, the Vietnam Securities Depository and Clearing Corporation must reply on the system, clearly stating the reason;

dd) Within 01 working days from the date of receipt of an electronic confirmation from the Vietnam Securities Depository and Clearing Corporation, a depository member shall notify the confirmation of changes in the securities trading codes of the organization or individual and shall send a written confirmation of changes regarding the securities trading code to the organization or individual upon request.

4. Organizations and individuals already granted securities trading codes shall be responsible before Vietnamese laws for the accuracy and truthfulness of dossiers of information change. Depository members shall be responsible for examining the completeness and validity of the dossier of changes in information; declaring fully, accurately and truthfully the information provided by the organizations and individuals on the system at the Vietnam Securities Depository and Clearing Corporation; and fully storing the dossiers and providing them to the State Securities Commission upon written request.”.

64. To add a number of clauses of Article 149 as follows:

a) To add Clause 3a and Clause 3b after Clause 3 Article 149 as follows:

“3a. The public company, the issuing organization must complete the securities registration at the Vietnam Securities Depository and Clearing Corporation before putting the securities into trading on the trading system of the Stock Exchange.

3b. The securities registration at the Vietnam Securities Depository and Clearing Corporation does not imply that such securities are eligible for listing or trading registration on the Stock Exchange.”.

b) To add Clause 4a after Clause 4 Article 149 as follows:

“4a. The Vietnam Securities Depository and Clearing Corporation shall provide information related to registered securities ownership at the request of the competent agency. The request for information provision must clearly state the content, purpose, and form of information provision, and the legal basis determining the authority entitled to request the information. The Vietnam Securities Depository and Clearing Corporation has the right to refuse a request for information provision that does not comply with this Decree and relevant laws. The agency requesting the information must be responsible for the request for information provision and maintaining the confidentiality of the provided information.”.

65. To amend and supplement a number of clauses of Article 150 as follows:

a) To amend and supplement Clause 1 Article 150 as follows:

“1. The clearing and payment for securities transactions under the mechanism of central counterparty clearing shall apply to clearing and payment for listed securities transactions, and registration for transactions performed on the securities trading system, excluding clearing and settlement for debt instrument transactions and corporate bonds.”.

b) To add Clause 4a after Clause 4 Article 150 as follows:

“4a. After a subsidiary of the Vietnam Securities Depository and Clearing Corporation is established to perform securities transaction clearing activities under the central counterparty clearing mechanism, the implementation of clearing activities and the determination of securities transaction payment obligations under the central counterparty clearing mechanism, as defined in this Decree, shall be carried out by the subsidiary on the basis of assignment by the Vietnam Securities Depository and Clearing Corporation. The subsidiary shall deduct 5% of the annual revenue from the subsidiary's professional activities to establish a professional risk prevention fund in order to handle risks during the process of handling operations of the subsidiary. This deduction shall be counted into the expenses of the subsidiary when determining taxable income. The balance of the professional risk prevention fund must not exceed 30% of the charter capital of the subsidiary. The Minister of Finance shall provide for the establishment, management and use of the professional risk prevention funds of subsidiaries of the Vietnam Securities Depository and Clearing Corporation.”.

66. To amend and supplement Clause 1 Article 151 as follows:

“1. Being a securities company, commercial bank or foreign bank branch which is issued with the securities depository registration certificate by the State Securities Commission.”.

 67. To amend and supplement a number of points and clauses of Article 156 as follows:

a) To amend and supplement Point dd Clause 1 Article 156 as follows:

“dd) Rejection of position for transactions of selling securities without owning in contravention of the law; transactions of clearing members and non-clearing members that entrust for clearing and payment of securities transactions through clearing members shall be performed after the Vietnam Securities Depository and Clearing Corporation requests the Stock Exchange to suspend trading activities of these members; transactions whose payment execution affects the safety of the securities transaction clearing and payment system; and other invalid transactions in accordance with regulations of the Minister of Finance;”.
 

b) To amend and supplement Clause 3 Article 156 as follows:

“3. Deduction of 5% of annual revenue from professional activities of the Vietnam Securities Depository and Clearing Corporation to set up the professional risk prevention fund in order to handle risks during the process of handling operations of the Vietnam Securities Depository and Clearing Corporation. This deduction shall be counted into the expenses of the Vietnam Securities Depository and Clearing Corporation when determining taxable income. The balance of the professional risk prevention fund must not exceed 30% of the charter capital of the Vietnam Securities Depository and Clearing Corporation. The Minister of Finance shall provide for the establishment, management and use of the professional risk prevention funds of the Vietnam Securities Depository and Clearing Corporation.”.

68. To add Clause 3 after Clause 2 Article 157 as follows:

“3. In addition to the rights and obligations specified in Clauses 1 and 2 of this Article, a securities company that is a clearing member shall perform other rights and obligations as defined by law in coordination in the implementation of securities transaction clearing and payment activities between the clearing member, which is a securities company, and the depository bank not acting as a clearing member.”.

69. To amend and supplement Clause 4 Article 169 as follows:

“4. In case the central registration of securities that have registered security interest is canceled under the law regulations, the Vietnam Securities Depository and Clearing shall notify depository members where securities depository is used as collateral to notify the parties to carry out procedures for deregulation of security interests. In case the parties fail to carry out procedures for registration of security interests, the Vietnam Securities Depository and Clearing Corporation shall automatically perform the deletion of the security interest for securities registration cancellation.”.

70. To amend and supplement Clause 3 Article 174 as follows:

“3. The grant and adjustment of enterprise registration certificates, operation registration certificates, and certificates of registration of business location at the business registration agencies shall be carried out in accordance with the law on enterprises after the securities companies, securities investment fund management companies, and the branches of foreign securities companies and fund management companies in Vietnam receive the licenses for establishment and operation of securities business, the decisions on approval or adjustment of the license for establishment and operation of securities business, and the decisions of approval defined in Clause 1 of this Article. The financial and accounting regimes of securities companies, securities investment fund management companies, branches of foreign securities trading organizations shall comply with the guidance of the Minister of Finance.”.

71. To amend and supplement Points d and dd Clause 2 Article 178 as follows:

“d) Audited latest annual financial statements of foreign securities business institutions; audited consolidated financial statements (that are required for foreign securities business institutions being the parent company) (if any); and the documents specified in Clause 3 Article 176 and Clauses 4, 5, and 6 Article 177 of this Decree;

dd) If the foreign securities business institution is investing in Vietnam, the following must be added: a list of investment funds, investment portfolios in Vietnam, certified by a depository bank of investment funds in Vietnam.”.

72. To add Article 202a after Article 202 as follows:

“Article 202a. Offering of covered warrants

1. Conditions for offering of covered warrants

a) The issuing organization is a securities company licensed for securities dealing operation; has charter capital and equity of at least VND 1,000 billion according to the latest audited annual financial statements; and is not in a state of operation suspension or operation termination;

b) Having a resolution of the Shareholders’ General Meeting or the Members' Council or the company’s owner on approval of the policy on offering of covered warrants;

c) Having a resolution of the Board of Directors or the Members' Council or the company’s owner on approval of the offering plan and the listing of covered warrants;

d) Having the latest annual financial statements audited by an accredited audit firm with audit opinions for financial statements are unqualified opinions; in case an audit opinion is a qualified opinion, the exception does not impact offering conditions, the issuing organization must provide documents on reasonable explanation about, and an audit firm’s certification of, impacts of the exception; If a valid dossier is submitted within 60 days after the last day of an annual accounting period, the latest annual financial statement may be an unaudited one which, however, must be accompanied with audited financial statements of the preceding year satisfying the above-mentioned regulations;

dd) Having payment security assets which are one or some or all of the following assets: money, deposit certificate or deposit contract; or payment guarantee of the depository bank. The security assets shall be deposited as collateral at the depository bank with an initial security asset value at least equal to 50% of the value of the covered warrants expected to be offered. The depository bank must not be a related person of the issuing organization as defined by the securities law;

e) The issuing organization must open a frozen account to receive payments for the covered warrant offering in accordance with Article 8 of this Decree;

g) Complying with the payment obligations for covered warrants and other financial products, in cases where covered warrants or other financial products have been previously offered.

2. The issuing organization shall only be permitted to carry out a supplementary offering when the number of covered warrants currently in circulation exceeds 80% of the total number of that covered warrants already issued and the remaining time until the covered warrant's maturity date is greater than 30 days. The covered warrants offered in the supplementary offering must have the corresponding details of the covered warrants of the initial offering and the adjusted covered warrant information (if any), except for the number of covered warrants registered for offering and the registered offering price.

3. A dossier of registration for offering of covered warrants

a) A written registration for offering of covered warrants, made according to the Form No. 76A provided in the Appendix issued together with this Decree.

b) A resolution of the Shareholders’ General Meeting, Members’ Council or a decision of the company owner on approval of the policy on offering of covered warrants; the total limit of covered warrants permitted for offering or the ratio of the value of covered warrants permitted for offering compared to the company's liquidity value; the payment guarantee plan and the obligations of the issuing organization toward the covered warrant holders in case the issuing organization becomes insolvent, consolidated, merged, dissolved, or bankrupt.

c) A resolution of the Board of Directors or Members' Council or decision of the company owner on approval of the offering plan and the listing of covered warrants, in which the issuance plan must clearly state: the category of warrant, type of warrant, underlying security, term of the warrant, offering price or offering price range, number of warrants, exercise price or exercise price range.
 In case the issuance plan does not specify the offering price and exercise price, the Company must specify the offering price and exercise price in the issuance notice within the range approved by the Board of Directors or Members' Council or company owner.

d) A prospectus as prescribed in Clause 4 Article 19 of the Law on Securities;

dd) Latest annual financial statements audited by an accredited audit firm. If a valid dossier is submitted within 60 days after the last day of an annual accounting period, the latest annual financial statement may be an unaudited one which, however, must be accompanied with audited financial statements of the preceding year;

e) Contract on payment of collateral as covered warrant payment security signed with the depository bank or written certification of covered warrant payment guarantee of the depository bank. This document in the initial dossier submitted to the State Securities Commission may be replaced by the in-principle contract for the acceptance of assets securing covered warrant payment signed with the depository bank or a written commitment to guarantee covered warrant payment from the depository bank but must be sent to the State Securities Commission before the date of grant of the certificate of offering registration;

g) A written confirmation of the bank or foreign bank branch on the opening of a frozen account to receive payments for the covered warrant offering.

4. The document defined at Point dd Clause 3 of this Article shall be exempted in case the document has already been sent to the State Securities Commission in accordance with regulations on reporting and information disclosure.

5. In case the issuing organization has been granted a certificate of registration for offering of covered warrants, a dossier of registration for offering of covered warrants in supplementary offerings or initial offerings of other covered warrants includes the documents specified at Points a, c, d, e and g Clause 3 of this Article; and the documents specified at Points b and dd Clause 3 of this Article if there is new or changed contents.

6. The order and procedures for registration of the covered warrant offering shall be implemented as follows:

a) In accordance with Clauses 1, 2, 4, 5, 7, 8 and 9 Article 41 of this Decree.

b) Within 07 working days after receiving a notice from the State Securities Commission on request for completion of procedures for issuing a certificate of registration for offering of covered warrants, the issuing organization shall send 04 official prospectuses to the State Securities Commission for completion of procedures for issuing the certificate of registration for offering of covered warrants.

c) The issuing organization shall perform the distribution of covered warrants in accordance with Article 26 of the Law on Securities, ensuring that the time limit for investors to register to purchase covered warrants is at least 03 days and this time limit must be stated in the issuance notice. The issuing organization may transfer any undistributed covered warrants to its dealing accounts and may continue to distribute them on the Stock Exchange's trading system after listing through market making activities in accordance with the Stock Exchange's regulations.

7. The depository bank shall be selected by the issuing organization and must have at least the following responsibilities:

a) Storing the issuing organization's payment security assets; managing the payment security assets separately from the issuing organization's other assets and the depository bank's other assets;

b) Freezing the payment security assets deposited by the issuing organization;
 

c) Executing collection, disbursement, payment, and transfer of money related to the issuing organization's activities upon the lawful request of the issuing organization, the State Securities Commission, the Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation;

d) Verifying the reports prepared by the issuing organization related to the payment security assets;

dd) Reporting to the State Securities Commission when detecting that the covered warrant issuing organization commits an act of violations of law regulations;

e) Being permitted to collect fees for provision of services related to covered warrants in accordance with law regulations.

8. The Minister of Finance shall provide guidance on covered warrants; the underlying securities of covered warrants; the offering, trading, payment, and exercise limits of covered warrants; the exercise type and method of warrants; the adjustment of covered warrants; market making and risk prevention activities, the protection of covered warrant holders' interests; reporting, information disclosure, and other activities related to covered warrants.”.

73. To amend and supplement a number of points and clauses of Article 213 as follows:

a) To amend and supplement Point b Clause 3 Article 213 as follows:

“b) Possessing a professional certificate for fund and asset management or an equivalent certificate;”.

b) To amend and supplement Point dd Clause 4 Article 213 as follows:

“dd) A lawful securities practice certificate that is granted abroad or an equivalent document proving that such individual is permitted to conduct lawful securities practice abroad; certificates of professional qualifications in securities or equivalent certificates;”.

c) To amend and supplement Clause 5 Article 213 as follows:

“5. The dossier of request for grant of a securities practice certificate defined in Clause 4 of this Article shall also serve as the dossier of registration for taking the test for grant of a securities practice certificate, in which the judicial record card may be submitted to the State Securities Commission within 20 days from the date the results of the test for grant of a securities practice certificate are announced on the State Securities Commission's website.

The dossier shall be submitted to the State Securities Commission and shall not be returnable, even in cases where the individual does not take the test or is not granted a securities practice certificate. Individuals registering to take the test must fully pay the examination fee as regulated.”.

d) To add Clause 5a after Clause 5 Article 213 as follows:

“5a. The State Securities Commission shall organize the test for grant of a securities practice certificate which comprises two parts: the part on laws on securities and the Vietnamese securities market and the professional part. Within 15 days from the date of the completion of the test for grant of a securities practice certificate, the State Securities Commission shall announce the results of the test on the State Securities Commission's website.”.

dd) To amend and supplement Clause 6 Article 213 as follows:

“6. Procedures for grant of securities practice certificates

a) The State Securities Commission shall grant a securities practice certificate (in paper or electronic form) to individuals who achieve a passing mark in the test for grant of a securities practice certificate. Within 30 days from the date the results of the test for grant of a securities practice certificate are announced on the State Securities Commission's website, the State Securities Commission shall issue a decision on grant of the securities practice certificate and notify the applicant to pay the fee. In case of refusal or if the amendment or supplementation of the judicial record card is required, the State Securities Commission must reply in writing, clearly stating the reasons.

b) For the cases requiring amendment or supplementation of the judicial record card as defined at Point a of this Clause, the candidate must complete the judicial record card as required by the State Securities Commission within the time limit specified in Clause 8, Article 6 of this Decree. The State Securities Commission shall issue a decision on grant of the securities practice certificate and notify the applicant to pay the fee within 10 days from the date the deadline for completion of the dossier expires; in case of refusal, the State Securities Commission must reply in writing, clearly stating the reasons.

c) In cases where the result of the test for grant of securities practice certificates is a partial failure, the candidate may retake the failed part within 01 year from the date the State Securities Commission announces the initial test results or the test for grant of securities practice certificates immediately following the one the candidate attended. After the aforementioned time limit, the candidate must retake both parts. In case of registering to retake the failed part, the applicant shall submit a dossier for registering to take the test for grant of securities practice certificates and a dossier of request for grant of a securities practice certificate in accordance with Points a, b, c and e Clause 4 and Clause 5 of this Article.”.

e) To amend and supplement Clause 8 Article 213 as follows:

“8. The Minister of Finance shall define the fees for the grant and re-grant of securities practice certificates; regulations on certificates of professional qualifications and equivalent certificates specified at Point b Clause 1, Point b Clause 2 and Point b Clause 3 of this Article.”.

74. To amend and supplement a number of points and clauses of Article 214 as follows:

a) To amend and supplement Point a Clause 1 Article 214 as follows:

“a) The securities practice certificate has been revoked as prescribed at Points a and c Clause 3 Article 97 of the Law on Securities, or is lost or destroyed. In case a securities practice certificate is revoked in accordance with Points a and c Clause 3 Article 97 of the Law on Securities, the securities practice certificate shall be re-granted to an individual who satisfies the conditions specified in Clauses 1, 2, and 3 Article 213 of this Decree corresponding to the type of securities practice certificate requested for re-grant.”.

b) To amend and supplement Point b Clause 2 Article 214 as follows:

“b) In case the securities practice certificate is lost or damaged or the identity of the practitioners recorded in the securities practice certificate has been changed, the dossier of request for re-grant of securities practice certificate shall comprise: A written request for re-grant of securities practice certificate, made according to the Form No. 85 in the Appendix issued together with this Decree; a valid citizen’s identity card, identity card, or passport; 02 photos (size 4cm x 6cm) taken within 06 months to the date on which the State Securities Commission has received the dossier; the securities practice certificate granted by the State Securities Commission, except for cases of request for re-grant of securities practice certificate due to loss of the certificate.”.

c) To amend and supplement Clause 3 Article 214 as follows:

“3. Order and procedures for re-grant of securities practice certificates:

a) For the cases defined at Point a Clause 2 of this Article, the order and procedures for re-grant of securities practice certificates shall comply with Clause 5, Clause 5a, Clause 6, and Clause 7 Article 213 of this Decree;

b) For the cases defined at Point b Clause 2 of this Article, the State Securities Commission shall issue a decision on grant of securities practice certificate in paper and electronic form and notify the fees to person who requests for securities practice certificate within 07 working days from the date of receiving a valid dossier; in the case of refusal, it shall issue a written reply, clearly stating the reason.”.

75. To amend and supplement Clause 2 Article 215 as follows:

“2. Within 30 days after the State Securities Commission issues a decision on revocation of securities practice certificate and uploads information about such revocation on the website of the State Securities Commission, in case of grant of a securities practice certificate in paper form, the person who has the certificate revoked shall return the securities practice certificate to the State Securities Commission.”.

76. To amend and supplement Point d Clause 5 Article 216 as follows:

“d) The organizations employing securities practitioners shall report to the State Securities Commission before January 20th every year on its use of employees who possess securities practice certificates in previous year, using the Form No. 87 in the Appendix issued together with this Decree. The report shall be submitted in electronic form on the State Securities Commission's database system.”.

77. To amend and supplement Point d Clause 3 Article 232 as follows:

“d) A written confirmation of depository bank or supervisory bank and the securities investment fund management company, clearly stating detailing payment, portfolio of assets distributed to each investor according to the dissolution plan approved by the investors’ general meeting or confirmation of the Vietnam Securities Depository and Clearing Corporation on completion of distribution and registration of securities for investors at the request of the securities investment fund management company, the depository bank, the supervisory bank (if any) and investors; confirmation of the organization in charge of managing the register of shareholders, issuing organization, enterprises receiving investment capital from the dissolved fund on completion of the transfer of share, contributed capital ownership rights to each investor of such fund at the request of the securities investment fund management company.”.

78. To amend and supplement Clause 3 Article 275 as follows:

“3. A member of the Board of Directors of a public company may concurrently be a member of Boards of Directors or Members’ Council of 05 other companies at the maximum.”.

79. To amend and supplement Clause 2 Article 276 as follows:

“2. The number of non-executive members of the Board of Directors of a public company must meet the following regulations:

a) The company must have at least 01 non-executive member if its Board of Directors has between 03 and 05 members;

b) The company must have at least 02 non-executive members if its Board of Directors has between 06 and 08 members;

c) The company must have at least 03 non-executive members if its Board of Directors has between 09 and 11 members.”.

80. To amend and supplement Clause 3 Article 277 as follows:

“3. Each independent member of the Board of Directors of a listed company shall make a report on evaluation of the activities of the Board of Directors.”.

81. To amend and supplement a number of clauses of Article 278 as follows:

a) To amend and supplement Clause 8 Article 278 as follows:

“8. To organize training courses on company governance and necessary skills for members of the Board of Directors, Chief Executive Officers, persons in charge of company governance and other managers of the company.”.

b) To add Clause 10 after Clause 9 Article 278 as follows:

“10. To pay dividends to shareholders in accordance with law regulations after being approved by the annual Shareholders’ General Meeting.”.

82. To amend and supplement Clause 4 Article 280 as follows:

“4. Activities of independent members of the Board of Directors and independent members’ evaluation of activities of the Board of Directors (for listed companies).”.

83. To add Clause 6 after Clause 5 Article 291 as follows:

“6. Chief Executive Officer is not a related party of an enterprise manager, supervisor of the company or the parent company; the person representing the state capital or the person representing capital at the company or the parent company as defined at Point d Clause 46 Article 4 of the Law on Securities.”.

84. To amend and supplement Clauses 3, 4 and 5 Article 293 as follows:

“3. A public company must not provide related parties of shareholders that are organizations with loans or guarantee, unless

a) The public company is a credit institution;

b) The public company and organizations being its shareholders’ related parties are subsidiaries in the same company or companies operating under a group of companies including parent companies - subsidiaries, economic groups; and the transaction must be approved by the Shareholders’ General Meeting or the Board of Directors in accordance with the company charter; and organizations being related parties are not shareholders of the public company under Clause 2 of this Article;

c) Otherwise specified by the law.

4. A public company must not make the following transactions unless they are approved by the Shareholders’ General Meeting:

a) Grant of loans or guarantees to members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers not being the shareholders and the individuals and organizations related to them. The grant of loans or guarantees to organizations related to members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer or other managers in which the public company and organizations (except for the organizations being shareholders of the public company as defined in Clause 2 of this Article) are subsidiaries in the same company or companies operating under a group of companies including parent companies - subsidiaries, economic groups,  shall be approved by the Shareholders’ General Meeting or the Board of Directors in accordance with the company charter;

b) A transaction with a value of 35% or more or a transaction resulting in a total transaction value (that has arisen within 12 months from the date of making the first transaction) of 35% or more of the total asset value recorded in the latest financial statement or a smaller percentage or value as prescribed in the company charter between the public company and one of the following subjects:

Members of the Board of Directors, members of the Supervisory Board, Chief Executive Officer, other managers and their related parties;

Shareholders, authorized representatives of shareholders owning more than 10% of the common shares of the company and their related parties;

Enterprises related to the subjects specified in Clause 2 Article 164 of the Law on Enterprises;

c) Contracts, transactions of loan or sale of assets with a value of more than 10% of the total value of assets recorded in the latest financial statement between the company and a shareholder owning at least 51% of the total number of voting shares or a related party of such shareholder.

5. The Board of Directors shall approve the contracts and transactions specified at Point b Clause 4 of this Article with a value less than 35% of the total value of assets recorded in the latest financial statement or a smaller percentage or value specified in the company charter.”.

85. To amend and supplement Clause 1 and Clause 2 Article 304 as follows:

“1. The State Securities Commission shall issue a decision on suspension or termination of part or the whole of trading activities of the Stock Exchange for the cases prescribed in Clause 1 Article 49 of the Law on Securities, or resume part or the whole of such trading activities of the Stock Exchange in accordance with Clause 2 Article 49 of the Law on Securities.

2. The duration of suspension or termination of part or the whole of trading activities of the Stock Exchange must not exceed 05 working days. In case of necessary, the State Securities Commission shall consider extending the duration of suspension or termination of part or the whole of trading activities of the Stock Exchange, the extended duration for each time must not exceed 05 working days.”.

86. To amend and supplement Article 305 as follows:

“Article 305. Suspending or terminating part or the whole of securities registration, depository, clearing and payment activities of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation, or resuming such activities

1. The State Securities Commission shall issue a decision on suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation for the cases prescribed in Clause 1 Article 68 of the Law on Securities, or resumption of part or the whole of such securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation in accordance with Clause 2, Article 68 of the Law on Securities.

2. Duration of suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation must not exceed 05 working days. In case of necessary, the State Securities Commission shall consider extending the duration of suspension or termination of part or the whole of securities registration, depository, clearing and payment of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation, the extended duration for each time must not exceed 05 working days.

3. Within 24 hours after the decision on suspension or termination of part or the whole of securities registration, depository, clearing and payment activities, or resumption of such activities as defined in Clauses 1 and 2 of this Article is disclosed on the website of the State Securities Commission, the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation must implement partial or complete suspension or resumption of securities registration, depository, clearing and payment and disclose such information on the websites of the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation.”.

87. To add Clause 6 after Clause 5 Article 307 as follows:

“6. In case an organization or individual is prohibited from carrying out securities trading activities, that organization or individual shall only be permitted to sell the securities held on their securities trading account and shall not be permitted to continue purchasing securities on their securities trading account, except for cases of carrying out transactions or transfers pursuant to a legally effective judgment or decision of a court, an arbitration award, or inheritance as defined by law regulations. During the period of prohibition from carrying out securities trading activities, the securities holder shall be permitted to exercise the rights arising in relation to the securities on their account in accordance with law regulations.”.

88. To amend and supplement a number of points of Clause 1 Article 308 as follows:

a) To amend and supplement Points c and d Clause 1 Article 308 as follows:

“c) Within 24 hours from receiving the decision to freeze the account, the Vietnam Securities Depository and Clearing Corporation must implement the freezing of securities on the relevant securities depository account (excluding the number of securities pending payment for securities sale transactions made on the securities trading system prior to the time the account was frozen), and the securities company where the account is frozen must implement the freezing of the trading account and concurrently notify the account holder of such information;

d) Upon the expiration of the freezing period recorded in the decision of the Chairman of the State Securities Commission or upon receipt of the decision to unfreeze the securities trading account from the Chairperson of the State Securities Commission, the Vietnam Securities Depository and Clearing Corporation shall release securities on the relevant securities depository account, the securities company where the account is frozen shall release the securities trading account and at the same time, notify the account holder of such information;”.

b) To add Point dd after Point d Clause 1 Article 308 as follows:

“dd) In case the securities account is frozen, the organization or individual shall not be permitted to purchase or sell securities by the securities trading account, except for cases of carrying out transactions or transfers of securities in the frozen account pursuant to a legally effective judgment or decision of a court, an arbitration award, or inheritance as specified by law regulations. During the period the securities account is frozen, the securities holder shall be permitted to exercise the rights arising in relation to the securities in the account in accordance with law regulations. Securities and money held on the securities trading account after the execution of transactions or transfers pursuant to a legally effective judgment or decision of a court, an arbitration award, or inheritance as specified by law regulations, or the exercise of rights arising in relation to the securities on the account shall continue to be frozen until the freezing period expires or until a decision to release the account is issued by the Chairperson of the State Securities Commission.”.

89. To amend and supplement a number of clauses of Article 310 as follows:

a) To amend and supplement Clause 4 Article 310 as follows:

“4. Public companies with stock funds purchased before the effective date of the Law on Securities No. 54/2019/QH14 may sell stock funds or use stock funds as bonus stocks as prescribed in the Law on Securities No. 70/2006/QH11, amended and supplemented by the Law on Securities No. 62/2010/QH12 and their detailing and guiding documents. The above-mentioned companies are not allowed to redeem their stocks until they complete the settlement of previously purchased stock funds, except for the case of redeem stocks under Clause 2, Clause 6 Article 36 of the Law on Securities No. 54/2019/QH14, which was amended and supplemented by the Law No. 56/2024/QH15.”.

b) To amend and supplement Clause 13 Article 310 as follows:

“13. No later than the end of December 31, 2027, the clearing and payment for securities transactions under the mechanism of central counterparty clearing must be implemented in accordance with this Decree. During the period when the mechanism of central counterparty clearing has not yet been deployed, the clearing and payment for securities transactions shall be implemented in accordance with the regulations of the Minister of Finance.”.

c) To add Clause 13a after Clause 13 Article 310 as follows:

“13a. During the period when the clearing and payment for securities transactions under the mechanism of central counterparty clearing have not yet been carried out, securities companies that is depository members may register as trading members of the Stock Exchange.”.

d) To add Clause 21 after Clause 20 Article 310 as follows:

“21. The equitized enterprises in accordance with the law regulations on equitization before January 1, 2021 may apply Point d Clause 1 Article 109 of this Decree.”.

Article 2. Adding and replacing a number of words, phrases, and appendices; repealing a number of points, clauses, articles, and appendices of Decree No. 155/2020/ND-CP

1. To replace the phrase "people’s identity card" with the phrase "identity card" at Point a Clause 3, Point a Clause 4, and Point a Clause 5 Article 5; replace the phrases "financial statements of the first annual accounting period after the time of restructuring" and "financial statements of the first annual accounting period after the time of consolidation" with the phrase "financial statements of the first accounting period from the time of restructuring to the end of the fiscal year" in Articles 31, 32, and 33; replace the phrases "financial statements of the last annual accounting period before the time of restructuring" and "financial statements of the last annual accounting period before the time of consolidation" with the phrase "financial statements of the last accounting period from the beginning of the fiscal year to the time of restructuring” in Articles 31, 32, and 33; replace the phrase "corporate bonds" with the phrase "bonds" in Article 118; replace the phrase "enterprises" with the phrase "public companies, securities companies, securities investment fund management companies" in Article 128; replace the phrase "the Vietnam Securities Depository and Clearing Corporation" with the phrase "the Vietnam Securities Depository and Clearing Corporation, subsidiaries of the Vietnam Securities Depository and Clearing Corporation" at Point c Clause 3, Clause 4 Article 302 of Decree No. 155/2020/ND-CP.

2. To replace the phrase "People’s identity card/people’s identity card number/ID card/ID card number/ID/citizen’s identity card/citizen’s identity card number" with the phrase "Personal identification number", and remove the information about the issuance date and issuing agency of the ID card/ID number/ID/citizen’s identity card/citizen’s identity card number in Forms No. 06, 10, 24, 40, 64, 66, 68, 71, 76, 79, 82, 86, 87, 90 and 103 of the Appendix issued together with Decree No. 155/2020/ND-CP.

3. To replace the phrase "The Vietnam Securities Depository and Clearing Corporation" with the phrase "Name of the depository member", and remove the phrase "with confirmation from the depository member" in Form No. 44 of the Appendix issued together with Decree No. 155/2020/ND-CP.

4. To amend Forms No. 01, 05, 07, 11, 12, 13, 14, 15, 17, 23, 28, 29, 31, 32, 38, 39, 41, 42, 43, 67, 69, 85 and 91; repeal Forms 33 and 34 of the Appendix issued together with Decree No. 155/2020/ND-CP; and add Forms No. 07A, 07B, 25A, 27A, 28A, 28B, 28C, 29A, 29B, 29C, 29D, 29Đ, 31A, 31B and 76A of the Appendix issued together with this Decree.

5. To repeal Clause 7 Article 49; Clause 7 Article 50; Point d Clause 2 Article 55; Clause 7 Article 56; Point e Clause 1 Article 85; Point e Clause 1, Point d Clause 3 Article 110; Point c Clause 1 Article 114; Point dd Clause 2 Article 115; Point d Clause 1 Article 116; Points g, k and m Clause 1, Point c Clause 6 Article 120; Article 127; Clause 2 Article 128; Point d Clause 1 Article 134; Point b Clause 2 Article 136; Point b Clause 1 Article 137; Point e Clause 1 Article 139; Point c Clause 4 Article 141; Point d Clause 1 Article 142; Clause 4 Article 143; Points dd and e Clause 3 Article 146; Point d Clause 1 Article 152; Clauses 1, 5, 6, 7 and 14 Article 310 of Decree No. 155/2020/ND-CP.

Article 3. Transitional provision

1. Organizations and individuals that have been licensed or approved by the State Securities Commission, the Stock Exchange, or the Vietnam Securities Depository and Clearing Corporation before the effective date of this Decree shall not be required to perform the procedures for licensing or approval in accordance with this Decree.

2. For organizations and individuals that have submitted valid dossiers or reporting documents to the State Securities Commission or the Stock Exchange before the effective date of this Decree, the Decree No. 155/2020/ND-CP shall continue to apply.

3. Public companies that have not yet performed the procedure for notifying the maximum foreign holding rate defined in the Decree No. 155/2020/ND-CP shall be responsible for completing the notification of the maximum foreign holding rate within 12 months from the effective date of this Decree.

4. Public companies that have completed the procedure for notifying the maximum foreign holding rate or notifying the change of the maximum foreign holding rate in accordance with Point e Clause 1 Article 139; Point c Clause 4 Article 141; and Point d Clause 1 Article 142 of Decree No. 155/2020/ND-CP shall implement as follows:

a) Continue to implement the notified maximum foreign holding rate until the notification of the change of the maximum foreign holding rate is performed in accordance with Point b of this Clause;

b) The public companies may change the maximum foreign holding rate pursuant to a resolution of their Shareholders’ General Meeting, but must ensure such rate is higher than the maximum foreign holding rate notified at the most recent time and does not exceed the rates specified at Points a, b, c, d and dd Clause 1 Article 139 of Decree No. 155/2020/ND-CP. The dossier for notifying the change of the maximum foreign holding rate includes the documents specified in Clause 2 Article 142 of Decree No. 155/2020/ND-CP as amended and supplemented by Points c and d Clause 58 Article 1 of this Decree, and the resolution of the Shareholders’ General Meeting; the order and procedures for notifying the change of the maximum foreign holding rate shall comply with Clause 3 Article 142 of Decree No. 155/2020/ND-CP as amended and supplemented by Point dd Clause 58 Article 1 of this Decree.

5. Public companies specified at Point d Clause 1 Article 11 of the Law No. 56/2024/QH15 are allowed to offer stocks for existing shareholder according to the proportion of shares owned by the method of public offering of securities in accordance with this Decree and Decree No. 155/2020/ND-CP until their status of public company is revoked.

6. In case an individual has a passing result in the test before the effective date of this Decree and submits the dossier of request for grant of a securities practice certificate after the effective date of this Decree, the grant of the securities practice certificate shall comply with the law regulations effective at the time of the test.

For candidates taking the test, or retaking the failed part in the tests for grant of securities practice certificates where the starting date for receipt of dossiers is before the effective date of this Decree, the tests and the grant of securities practice certificates shall be implemented in accordance with the law regulations effective at the starting date for receipt of the dossiers.

For candidates retaking the failed part in the tests for grant of securities practice certificates where the starting date for receipt of dossiers is after the effective date of this Decree, they must submit the dossiers in accordance with Clause 4 Article 213 of Decree No. 155/2020/ND-CP, the tests and the grant of securities practice certificates shall be implemented in accordance with this Decree.

7. When the State Securities Commission implements the grant of electronic practice certificates, the previously granted practice certificates in paper form shall be converted to electronic practice certificates in accordance with the guidance of the State Securities Commission. The practice certificates in paper form shall cease to be effective from the date of conversion.

Article 4. Effect

This Decree takes effect on the date of its signing.

Article 5. Organization of implementation

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of People’s Committees of provinces and centrally-run cities shall implement this Decree./.

* All Appendices are not translated herein.