Decree 302/2026/ND-CP implementation of Commercial Law on commodity exchange transactions

DECREE

Detailing a number of articles and measures for the implementation of the Commercial Law regarding purchase and sale on commodity exchanges

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

Pursuant to the Commercial Law No. 36/2005/QH11;

At the proposal of the Minister of Industry and Trade;

The Government hereby promulgates the Decree detailing a number of articles and measures for the implementation of the Commercial Law regarding purchase and sale on commodity exchanges.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree details a number of articles and measures for the implementation of the Commercial Law regarding purchase and sale on commodity exchanges, including:

1. Purchase and sale of commodities on commodity exchanges.

2. Conditions for establishment of commodity exchanges, powers and responsibilities of commodity exchanges, and the approval of the operational rules of commodity exchanges.

3. Operation conditions for brokers of purchase and sale on commodity exchanges.

4. Management measures in emergency cases.

5. The right to purchase and sell commodities on overseas commodity exchanges.

Article 2. Subjects of application

This Decree applies to commodity exchanges and other organizations and individuals involved in purchase and sale on commodity exchanges.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Operational rules of a commodity exchange (hereinafter referred to as operational rules) mean the Rules regulating the trading activities of a commodity exchange, its members, and other entities involved in purchase and sale on the commodity exchange.

2. Operational rules of a clearing house mean the rules regulating the clearing operations of a clearing house and other entities involved in purchase and sale on a commodity exchange.

3. Customer means an organization or individual that is not a member of a commodity exchange, engaging in purchase and sale on a commodity exchange via members of the commodity exchange.

4. Trading order means a request of a customer or a member sent through the electronic trading system of a commodity exchange, expressing the intention for a commodity purchase or sale transaction to be conducted on the commodity exchange. It must satisfy the regulations on data messages in accordance with the law regulations on electronic transactions. It has the same legal value as a paper document, and is considered the basis for establishing the rights and obligations of the parties.

5. First trading day means the day on which a forward contract or an options contract is listed to start trading.

6. Last trading day means the last day on which a forward contract or an options contract is permitted to be traded.

7. Membership guarantee measure means that a member deposits an amount of money into a payment account of a commodity exchange at a bank or uses valuable papers (owned by the member) as prescribed by the law regulations on securing the performance of obligations to guarantee the membership at the commodity exchange.

8. Trading collateral means that a customer or a member deposits an amount of money into a designated account of a commodity exchange as prescribed by the regulations of the commodity exchange to guarantee the transaction execution.

9. Membership fee means an amount of money a member must pay to a commodity exchange in accordance with the operational rules of the commodity exchange.

10. Trading charge means an amount of money collected by a member or a commodity exchange on each transaction.

11. Contract expiration month means the month in which a contract expires. The parties must make payment or deliver commodities to perform the contract.

12. Contract settlement means the payment of all contract-related obligations that the parties participating in the contract must perform.

13. Interconnection means the interconnection of operations of commodity exchanges, allowing customers of one commodity exchange to trade contracts listed by another commodity exchange.

14. Clearing for purchase and sale on a commodity exchange means the process of performing operations including: depositing, reconciling, transaction confirming, position managing, clearing, determining payment obligations, and transferring money or money accompanied by underlying commodities on the prescribed due day.

Article 4. State-level governance

1. The Government unifies the State-level governance of purchase and sale on commodity exchanges.

2. The Ministry of Industry and Trade shall be responsible before the Government for the State-level governance of purchase and sale on commodity exchanges, including:

a) Submitting to the Government for promulgation, or promulgating within its competence, legal documents related to purchase and sale on commodity exchanges;

b) Deciding on the establishment and operation of commodity exchanges; approving the operational rules; modifying and re-granting the establishment licenses of commodity exchanges;

c) Appraising and approving organizations’ satisfaction of conditions to become clearing houses;

d) Carrying out interconnection registration procedures for commodity exchanges;

dd) Taking necessary management measures in emergency cases;

e) Organizing inspections of activities related to purchase and sale on commodity exchanges;

g) Managing and supervising the market of purchase and sale on commodity exchanges, collateral depositing, payment, contract settlement, and risk management;

h) Performing other State-level governance activities in line with the functions, tasks, and powers of the Ministry of Industry and Trade.

3. The Ministry of Finance shall perform the State-level governance of commodity transactions, including:

a) Coordinating with the Ministry of Industry and Trade in appraising the feasibility of establishing commodity exchanges;

b) Coordinating with the Ministry of Industry and Trade in managing and supervising the market of purchase and sale on commodity exchanges, collateral depositing, payment, contract settlement, and risk management.

4. The State Bank of Vietnam shall coordinate with the Ministry of Industry and Trade in managing payment and overseas money transfer related to commodity purchase and sale on overseas commodity exchanges via Vietnam-based commodity exchanges connected with such overseas commodity exchanges.

5. The Ministry of Public Security shall coordinate in appraising the information technology systems of commodity exchanges, and coordinate in assessing the impact on economic-financial security, social order, and safety in some cases of market disruption. It shall assume the prime responsibility for preventing, detecting, investigating, and handling violations of law regulations and crimes regarding cybersecurity, cyberinformation security, data security, and other fields in line with its assigned functions, tasks, and powers.

6. Ministries, ministerial-level authorities, and People's Committees of provinces and municipalities shall perform the management of purchase and sale on commodity exchanges within the scope of their functions, tasks, and powers.

Chapter II

ESTABLISHMENT OF COMMODITY EXCHANGES

Article 5. Conditions for establishment of commodity exchanges

An enterprise requesting the establishment of a commodity exchange must:

1. Be an enterprise established in Vietnam. In cases where it is a foreign-invested enterprise, the total percentage of capital contributed by foreign investors must not exceed 49%.

2. Have a charter capital of VND 1,500 billion (one thousand and five hundred billion Vietnamese dongs) or more.

3. Have an information technology system satisfying the requirements for safe, stable, and confidential management and operation, including the following:

a) The electronic trading platform must operate smoothly and safely, and is capable of processing and storing data on trading, order modification, cancellation, and order matching results in real time;

b) It must be capable of connecting and exchanging data with the clearing house to ensure that collateral depositing, clearing, and transaction risk management are accurately and promptly performed;

c) The trading supervision system must be capable of tracking, detecting, warning, and storing data for the purpose of the management and supervision of commodity trading operations;

d) The system must satisfy the requirements for cybersecurity, cyberinformation security, data security, and backup in accordance with technical standards, and be recoverable in the event of an incident;

dd) It must be capable of connecting with members and State regulatory authorities to ensure openness, safety, and synchronization, and to provide accurate and transparent data.

Details of the information technology system requirements are provided in Appendix III to this Decree.

4. Have an organizational and operational model of a commodity exchange, and have solutions and a roadmap for listing commodities produced in Vietnam.

5. Have draft operational rules satisfying the regulations in Article 13 of this Decree.

Article 6. A dossier of request for establishment of a commodity exchange shall comprise:

1. A written request for establishment of the commodity exchange, made using Form No. 01.GDN provided in Appendix I to this Decree.

2. A report describing the information technology system and documents supporting the satisfaction of the conditions for the information technology system as prescribed in Clause 3, Article 5 of this Decree.

3. An explanatory scheme on the operation and organization model of the commodity exchange and solutions and a roadmap for listing commodities produced in Vietnam within a period of 05 years.

4. Draft operational rules of the commodity exchange as prescribed in Article 13 of this Decree.

The Ministry of Industry and Trade shall provide detailed guidelines for Clause 2 and Clause 3 of this Article.

Article 7. Grant of establishment licenses for commodity exchanges

1. The Ministry of Industry and Trade is the receiving authority and is responsible for examining the conditions and dossiers of request for establishment of commodity exchanges in accordance with this Decree.

2. During the examination process, the Ministry of Industry and Trade shall assume the prime responsibility for, and coordinate with relevant ministries and sectors in line with the functions and tasks as prescribed in Article 4 of this Decree, in appraising the dossiers of request for establishment of commodity exchanges. Within a time limit of no more than 07 working days, it must issue a written reply.

3. Procedures for granting a license for establishment of a commodity exchange

a) An enterprise shall submit 01 dossier to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations;

b) In cases where the dossier is invalid, within 05 working days after receiving the dossier of the enterprise, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying it. Within 30 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade;

c) Within a time limit of 30 working days after receiving a valid dossier, the Ministry of Industry and Trade shall be responsible for examining, granting a license for establishment of the commodity exchange, and approving the operational rules of the commodity exchange in cases where it fully satisfies the prescribed conditions. In cases of refusal to grant a license, the Ministry of Industry and Trade shall issue a written reply clearly stating the reason therefor.

Article 8. Establishment licenses of commodity exchanges

A license for establishment of a commodity exchange (hereinafter referred to as an establishment license) shall be made using Form No. 01.GP provided in Appendix II to this Decree. The establishment license is granted in paper and electronic forms in accordance with the law regulations.

Article 9. Modification of establishment licenses

1. In cases where there is a change in the establishment license or the operational rules, the enterprise shall submit 01 dossier of request for modification of the license to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations.

2. A dossier of request for modification of the establishment license shall comprise:

a) A written request for modification of the establishment license, made using Form No. 02.GDN provided in Appendix I to this Decree;

b) Documents supporting the modification request.

3. In cases where the dossier is invalid, within a time limit of 03 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying it. Within 07 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade.

Within a time limit of 10 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Industry and Trade shall decide on the modification of the establishment license. In cases of refusal to modify the establishment license of the commodity exchange, the Ministry of Industry and Trade shall issue a written notice clearly stating the reason therefor.

Article 10. Re-grant of establishment licenses

1. In cases where the license is lost, torn, or otherwise damaged, the procedures for re-granting are as follows:

a) An enterprise shall submit 01 dossier of request for re-grant of the establishment license to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations;

b) A dossier of request for re-grant of the establishment license shall comprise a written request for re-grant of the establishment license, made using Form No. 03.GDN provided in Appendix I to this Decree;

c) In cases where the dossier is invalid, within a time limit of 03 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying it. Within 05 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade.

Within a time limit of 07 working days after receiving a valid dossier, the Ministry of Industry and Trade shall decide to re-grant the establishment license.

2. In cases where the establishment license contains errors or mistakes, the procedures for re-granting are as follows:

a) The Ministry of Industry and Trade shall announce the revocation of the license and request the commodity exchange to return the original license containing errors;

b) Within a time limit of 02 working days after receiving the revocation notice from the Ministry of Industry and Trade, the commodity exchange shall return the original license containing errors to the Ministry of Industry and Trade via one of two forms: directly or by postal services;

c) Within a time limit of 03 working days after receiving the original license containing errors, the Ministry of Industry and Trade shall decide to re-grant the establishment license.

Article 11. Suspension of operations

1. The Ministry of Industry and Trade shall decide to suspend one, several, or all operations of a commodity exchange in cases where the trading, clearing, or commodity delivery system experiences a serious incident, posing a potential risk of market unsafety or affecting economic security and safety but is capable of being remedied.

2. The period during which the operations are suspended is specifically prescribed in the decision of the Ministry of Industry and Trade, based on the severity and nature of the violation. In cases where the commodity exchange fails to remedy the cause leading to the suspension after the deadline according to the decision, the Ministry of Industry and Trade shall consider and decide to revoke the establishment and operation license as prescribed in Article 12 of this Decree.

3. Within a time limit of 03 working days after the operation suspension decision takes effect, the Ministry of Industry and Trade shall be responsible for sending the suspension decision to the suspended commodity exchange and related authorities and units; and shall publicly disclose such information on the electronic information portal of the Ministry of Industry and Trade.

4. The suspended commodity exchange is responsible for promptly notifying members, customers, and related organizations of the operation suspension. It must take measures to ensure the lawful rights and interests of customers and members.

5. The operation suspension does not replace or exclude the responsibility for handling administrative violations regarding the violations of the commodity exchange or related parties in accordance with the law regulations.

Article 12. Revocation of establishment licenses

1. The Ministry of Industry and Trade shall decide to revoke an establishment license in the following cases:

a) The dossier of request for grant, modification, or re-grant of the establishment license contains fraudulent information or forged documents;

b) The commodity exchange fails to maintain or satisfy the conditions for establishment as prescribed in Article 5 of this Decree or failing to correctly implement the roadmap for listing commodities produced in Vietnam;

c) The commodity exchange fails to operate at its head office for 06 months after the date it is granted the establishment license or the modified establishment license;

d) No transactions are made on the commodity exchange for 12 consecutive months without notifying the Ministry of Industry and Trade;

dd) The commodity exchange fails to report operations in accordance with this Decree for 12 consecutive months;

e) The commodity exchange fails to connect trading data for 45 consecutive days;

g) The enterprise granted the establishment license is declared bankrupt by a Court or dissolved in accordance with the law regulations on enterprises;

h) Other special cases, for reasons of national defense, security, and national interests;

i) The commodity exchange fails to remedy the cause leading to the operation suspension after the expiration of the period under the decision, after having been suspended in accordance with Article 11 of this Decree.

2. Within a time limit of 03 working days from the effective date of the license revocation decision, the Ministry of Industry and Trade shall be responsible for sending the revocation decision to the commodity exchange that has its license revoked and related authorities and units; and shall publicly disclose such information on the electronic information portal of the Ministry of Industry and Trade.

3. Within a time limit of 05 working days after receiving the license revocation decision, the enterprise is responsible for returning its original license to the Ministry of Industry and Trade. The enterprise having its license revoked is responsible for performing obligations related to ensuring the lawful rights and interests of customers, members, and related parties. Concurrently, it must terminate its operations in accordance with the law regulations. After completing the above obligations, the enterprise having its license revoked must report such results to the Ministry of Industry and Trade.

Article 13. Operational rules of commodity exchanges

1. The operational rules of a commodity exchange must contain the following primary details:

a) Regulations on organizational structure, functions, and tasks of specialized divisions, internal control systems, and risk management;

b) Conditions, procedures, powers, and obligations of the categories of members of the commodity exchange;

c) Trading processes and methods, categories of trading orders, trading time, and order matching principles;

d) Mechanisms for collateral depositing, clearing, commodity delivery, and handling of violations of payment and commodity delivery obligations in trading activities on the commodity exchange;

dd) Measures for ensuring trading system safety, risk management, and incident handling;

e) Mechanisms for information disclosure, reporting, and trading data storage;

g) Principles, procedures, and mechanisms for trading supervision and handling violations by members and customers;

h) Powers and responsibilities of the commodity exchange in managing members, supervising the market, and coordinating with State regulatory authorities;

i) Principles of coordination between the commodity exchange and the clearing house in operating the trading system, managing collateral, clearing, controlling risks, and managing members;

k) Mechanisms for resolving disputes arising in trading activities on the commodity exchange, including disputes between the commodity exchange and the clearing house, and between members and the commodity exchange or the clearing house;

l) Order and procedures for modifying the operational rules;

m) Contract specification forms for the categories of commodities traded on the commodity exchange.

2. The operational rules of a commodity exchange must not contravene current law regulations and this Decree.

Article 14. Approval of modified operational rules of commodity exchanges

1. In cases where there is a change in the operational rules of a commodity exchange as specified in Article 13 of this Decree, the commodity exchange shall submit 01 dossier of request for approval of the modified operational rules to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations.

2. A dossier shall comprise of:

a) A written request for approval of the modified operational rules, made using Form No. 04.GDN provided in Appendix I to this Decree;

b) The draft rules.

3. In cases where the dossier is invalid, within a time limit of 05 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying it. Within 30 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade.

Within a time limit of 20 working days after receiving a valid dossier from the commodity exchange as specified in Clause 2 of this Article, the Ministry of Industry and Trade shall decide to approve the modified operational rules of the commodity exchange. In cases of disapproval of the modified operational rules of the commodity exchange, the Ministry of Industry and Trade shall issue a written notice clearly stating the reason therefor.

Article 15. Powers and responsibilities of a commodity exchange

1. Publicly disclosing and organizing the implementation of the operational rules of the commodity exchange after it is approved by the Ministry of Industry and Trade.

2. Maintaining establishment eligibility conditions and complying with the law regulations to ensure the organization and operation of a fair and transparent market.

3. Approving, suspending, or terminating membership status in accordance with the law regulations and the operational rules.

4. Supervising members' compliance with their obligations; handling violations within its competence or proposing competent authorities handle them.

5. Coordinating with the clearing house in organizing and operating the systems for collateral depositing, clearing, and commodity delivery in accordance with the law regulations and the operational rules of the commodity exchange.

6. Implementing the roadmap for listing commodities produced in Vietnam in accordance with the licensing request dossier.

7. Supervising trading activities to detect and prevent violations such as price manipulation, fraud, money laundering, and other prohibited acts.

8. Taking measures such as warnings, position limits, trading limits, and trading suspensions within its competence to ensure market safety.

9. Coordinating with the clearing house to apply necessary measures in case of technical incidents, payment risks, or situations that may affect market safety, and promptly reporting to the Ministry of Industry and Trade.

10. Reporting and providing information to the Ministry of Industry and Trade regarding trading activities, risk management, and market safety, including risk management procedures, collateral levels, position limits, price ranges, and related adjustments according to regulations.

11. Ensuring the information technology infrastructure and trading systems operate safely and continuously as well as is capable of backup and incident risk prevention.

12. Connecting the information technology system with State regulatory authorities to transmit trading data for the purpose of supervision.

13. Promptly and fully disclosing the details of the establishment license, operational rules, and other information in accordance with the law regulations.

14. Requesting members and customers to provide necessary information and documents for the purpose of supervision and inspection of trading activities.

15. Coordinating with competent State authorities in providing information in accordance with the law regulations; notifying and urging members and customers to fully pay taxes and fees, and perform other financial obligations incurred from trading activities.

16. Collecting trading service charges, membership fees, system usage fees, and other lawful charges.

17. Organizing training, disseminating knowledge, and providing professional guidance for members and customers.

18. In cases where an overseas commodity exchange experiences an incident, suspends trading, or other situations that may affect the rights and interests of customers, the commodity exchange is responsible for handling the situation to ensure customers' rights and interests and promptly reporting to the Ministry of Industry and Trade.

19. Receiving consideration and support from competent State regulatory authorities in listing and developing transactions for commodities produced in Vietnam.

20. Performing other rights and obligations in accordance with the law regulations.

Article 16. Clearing houses

1. A clearing house means an intermediary organization performing clearing activities for commodity purchase and sale transactions on a commodity exchange.

2. A clearing house is an enterprise established under the Law on Enterprises with a minimum charter capital of VND 500 billion, having an information technology system that satisfies the requirements prescribed in Appendix III to this Decree and connects suitably with the information technology system of the commodity exchange.

3. Appraisal and approval of an organization’s satisfaction of conditions to become a clearing house.

a) The Ministry of Industry and Trade shall appraise the dossier and approve the organization’s satisfaction of conditions to become a clearing house;

b) The enterprise shall submit 01 (one) dossier of request for approval of its satisfaction of conditions to become a clearing house to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations;

c) The dossier of request for approval shall comprise: A written request for approval of the satisfaction of conditions to become a clearing house, made using Form No. 06.GDN provided in Appendix I to this Decree; the operational rules of the clearing house; documents supporting the satisfaction of all conditions to organize a clearing house as prescribed in this Decree;

d) In cases where the dossier is invalid, within a time limit of 05 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying it. Within 30 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade.

Within a time limit of 30 working days after receiving a fully valid dossier, the Ministry of Industry and Trade shall organize appraisal and issue an approval document made using Form No. 03/QD-TTBT provided in Appendix II to this Decree. In cases of disapproval, the Ministry of Industry and Trade shall issue a written reply, clearly stating the reason therefor.

4. A clearing house is permitted to perform clearing services for one or more commodity exchanges.

5. Powers and responsibilities of a clearing house:

a) Managing collateral of members and performing the calculation and clearing of positions after transactions;

b) Applying risk management measures, including requesting supplementary collateral, applying guarantee funds, and handling mechanisms when a member loses payment capability;

c) Reporting to the Ministry of Industry and Trade on risk management procedures, including principles for collateral calculation, position limits, and price ranges when listing commodities produced in Vietnam, and notifying the Ministry of Industry and Trade when changes occur;

d) Establishing mechanisms for supervision, prevention, emergency response, and system incident recovery within the prescribed time limit;

dd) Promptly disclosing rules on clearing, payment, and risk management;

e) Fully providing information to members, State regulatory authorities, and related organizations according to regulations;

g) Reporting periodically and unexpectedly on clearing and risk management activities to State regulatory authorities;

h) Complying with regulations on anti-money laundering and combating the financing of terrorism;

i) Coordinating with the commodity exchange in handling payment incidents, system risks, or disputes arising during the clearing process; promptly reporting to the Ministry of Industry and Trade when an incident may affect market safety;

k) Other responsibilities in accordance with the law regulations and decisions of competent management authorities.

Article 17. Operation reporting and trading data connection

1. The commodity exchange and the clearing house are responsible for reporting on its operations and connect trading data to the Ministry of Industry and Trade.

2. The Ministry of Industry and Trade shall provide detailed guidelines for the regulations as prescribed in Clause 1 of this Article.

Article 18. Foreign investment in purchase and sale on commodity exchanges

1. Foreign investors have the right to contribute capital to an enterprise that has been granted a license for establishment of a commodity exchange in Vietnam with a percentage of shares held or capital contributed not exceeding 49% of the charter capital.

2. Foreign-invested enterprises satisfying the prescribed conditions may request the establishment of commodity exchanges.

3. Foreign-invested enterprises satisfying the prescribed conditions may register to become members of a commodity exchange.

4. Foreign-invested enterprises and foreigners having accounts opened at commercial banks or foreign bank branches in Vietnam are permitted to participate in commodity purchase and sale transactions on commodity exchanges.

Chapter III

MEMBERS OF COMMODITY EXCHANGES

Article 19. Members of commodity exchanges

1. Trading members may deal in and broker commodity purchase and sale on a commodity exchange.

2. Broker members may only act as commodity brokers on the commodity exchange.

3. Depository/commodity-forwarding members are organizations designated by a commodity exchange to perform the depository, preservation, and delivery of commodities for transactions employing physical delivery.

Article 20. Approval of commodity exchange membership status

1. Enterprises desiring to become members of a commodity exchange have the right to request the commodity exchange to approve their membership status.

2. Based on the conditions prescribed in this Decree and the operational rules, the commodity exchange shall consider the approval of membership status for the enterprise.

3. In cases of refusal to approve membership status, the commodity exchange must issue a written reply to the enterprise and clearly state the reason therefor.

Article 21. Trading members

1. A trading member must:

a) Be an enterprise lawfully established in accordance with the Law on Enterprises;

b) Have a charter capital of at least VND 75 billion (seventy-five billion Vietnamese dongs);

c) Satisfy other conditions as prescribed in the operational rules.

2. Rights of a trading member

a) Performing brokerage and trading activities, or receiving entrustment for commodity purchase and sale on the commodity exchange from customers;

b) Requesting customers to deposit collateral to secure transaction execution in cases of receiving entrustment for commodity purchase and sale on the commodity exchange from customers;

c) Other rights as prescribed by this Decree and the operational rules.

3. Obligations of a trading member

a) Implementing membership guarantee measures and transaction collateral depositing before conducting transactions on the commodity exchange;

b) Paying membership fees, trading charges, and other types of fees as prescribed by the operational rules of the commodity exchange;

c) Establishing an internal control system, risk governance, and supervision to prevent conflicts of interest internally and in transactions;

d) In cases of receiving entrustment, it must sign a written entrustment contract with the customer and is only allowed to execute transactions for the customer upon receiving a trading entrustment order from the customer;

dd) Fully, honestly, and promptly providing information to customers;

e) Retaining transaction records with customers;

g) Prioritizing the execution of customers' entrustment trading orders over self-trading orders;

h) Ensuring separate accounting for the commodity purchase and sale activities on the commodity exchange for each customer and for itself;

i) Fully performing the responsibility of protecting customers' personal data in accordance with the law regulations on personal data protection; ensuring the safety and confidentiality of personal information during the collection, retention, use, and processing of customer information;

k) Other obligations as prescribed by this Decree and the operational rules of the commodity exchange.

Article 22. Broker members

1. A broker member must:

a) Be an enterprise lawfully established in accordance with the Law on Enterprises;

b) Have a charter capital of at least VND 05 billion (five billion Vietnamese dongs);

c) Satisfy other conditions as prescribed by the operational rules of the commodity exchange.

2. Rights and obligations of a broker member

a) The rights and obligations of a broker member shall comply with the Commercial Law and the operational rules of the commodity exchange;

b) Complying with the law regulations on personal data protection; having the responsibility to secure, retain, and not disclose customers' personal information, unless otherwise requested by competent State authorities in accordance with the law regulations.

Article 23. Termination of membership status

A commodity exchange shall terminate the membership status of a member in the following cases:

1. The member no longer satisfies the prescribed conditions.

2. The member dissolves, goes bankrupt, or ceases operation in accordance with the law regulations.

3. The member, at its discretion, proposes termination of its membership status, which is approved by the commodity exchange in accordance with the operational rules.

4. The member commits a violation subject to membership termination as prescribed by the operational rules or law regulations.

Article 24. Responsibilities of members upon termination of membership status

1. An enterprise, upon termination of its membership status, must notify customers of the reason for such termination and the performance of contract obligations under the customers' entrustment.

2. In cases of membership termination in accordance with this Decree, the commodity exchange has the right to require that member to authorize another member to perform contract obligations. If the terminated member fails to authorize another, the commodity exchange has the right to designate another member to perform them.

3. The enterprise whose membership is terminated has the obligation to transfer necessary customer information to the authorized or designated member.

4. After the authorization or designation of a member to perform contract obligations according to Clause 2 of this Article is carried out, the customer's collateral deposited with the terminated member must be transferred to the authorized or designated trading member.

5. The enterprise whose membership is terminated must pay a fee for the performance of contract obligations to the enterprise it authorized or the one designated by the commodity exchange in accordance with the operational rules of the commodity exchange.

6. An enterprise, upon termination of its membership status, must perform the obligations already arisen with customers and other entities related to its trading activities at the commodity exchange. In cases where it causes damage to customers, the relevant law regulations shall prevail.

Chapter IV

PURCHASE AND SALE ON COMMODITY EXCHANGES

Article 25. Rights and responsibilities of individuals and traders participating in transactions

1. All individuals and traders may participate in transactions on a commodity exchange.

2. Individuals and traders participating in transactions on a commodity exchange have the responsibility to comply with specialized law regulations on purchase and sale on commodity exchanges, the operational rules, operational rules of the commodity exchange, and other relevant law regulations.

Article 26. Commodities to be purchased or sold on a commodity exchange

1. Commodities permitted to be purchased or sold on a commodity exchange are those that do not belong to the prohibited business investment lines as prescribed by the law regulations.

2. In cases where the contract is performed via physical delivery of commodities involving conditional business investment lines, participating individuals and traders must satisfy the business conditions as prescribed by the relevant specialized law regulations.

Article 27. Trading time

1. The commodity exchange shall disclose the specific trading time, including trading days, trading sessions, order matching time, and the opening and closing hours of a trading day.

2. The commodity exchange may temporarily change the trading time in the following cases:

a) The trading system encounters an incident leading to the inability to execute trading orders as usual;

b) More than half of the members experience incidents with their order transfer systems;

c) When a force majeure event or objective impediment as prescribed by the law regulations occurs.

3. When the cases prescribed in Clause 2 of this Article occur, the commodity exchange must temporarily suspend trading until such issues are remedied. In cases where they cannot be remedied during a trading session, such session is considered to have ended at the immediately preceding order matching instance.

4. The commodity exchange shall promptly disclose the cases prescribed in Clause 2 and Clause 3 of this Article.

Article 28. Order matching methods and principles

1. The commodity exchange shall organize commodity purchase and sale activities by centralized order matching methods, ensuring openness, transparency, and fairness for market participants.

2. The applicable trading methods include:

a) Periodic order matching: A method determining the matching price at a specific point in time during the trading day, on the principle: The execution price is the price at which the largest trading volume is achieved. If multiple prices satisfy such condition, the price that is equal to or closest to the execution price of the most recent order matching shall be selected. If multiple prices still satisfy such condition, the highest price shall be selected;

b) Continuous order matching based on price-time priority principle: A common method where orders are queued and matched in priority of price, followed by the time at which the orders are entered. A buy order with a higher price and a sell order with a lower price shall be given priority for matching;

c) Volume proportion order matching: Applicable to highly liquid contracts. Buy or sell orders at the same price are allocated matching volume according to the percentage of total pending orders at such price;

d) Direct quotation method: Applicable to large-volume transactions or specialized products, whereby members and customers send quotation requests and receive quotations from one or more eligible trading partners, then execute the transaction if conditions are suitable.

3. Based on the actual market conditions, the nature of each category of commodities, liquidity level, and the needs of members and customers, the commodity exchange has the right to flexibly apply one or more methods mentioned in Clause 2 of this Article.

Article 29. Disclosure of trading information by commodity exchanges

1. A commodity exchange is responsible for openly and transparently disclosing information related to commodity trading activities on the trading system in accordance with the law regulations and the operational rules, including:

a) The comprehensive transaction price index during the trading day for each category of listed commodities, including: opening price, closing price, highest price, lowest price, and matched prices;

b) Trading results according to each order matching method, including: category of commodities, total volume of matched commodities during the day, volume of buy orders and sell orders at matched prices;

c) Comprehensive trading data for each product, excluding the identification information of traders, organizations, or individuals participating in the transaction;

d) Information related to daily trading limits, open positions, and trading volumes during the session;

dd) Irregular notices and warnings (if any) regarding price fluctuations, trading volumes, system interruptions, or market situations that require attention.

2. The disclosure of information related to the trading results of customers, trading members, broker members, and participating organizations and individuals shall only be carried out in the form of aggregated data, without disclosing specific information, unless there is written consent from the related organizations or individuals or upon request by competent State authorities.

3. The format, timing, details, and frequency of information disclosure shall be implemented in accordance with the operational rules of the commodity exchange.

Article 30. Trading collateral

1. Trading collaterals shall be deposited in accordance with the operational rules of the commodity exchange.

2. The commodity exchange shall specifically prescribe the initial collateral level upon placing a trading order, which must not be less than 5% of the value of each trading order.

3. Within a specific time limit as prescribed by the operational rules of the commodity exchange, members and customers must supplement collateral when there are price fluctuations. In cases where collateral is not supplemented on time, the commodity exchange has the right to settle the contract.

4. In cases where the account balance exceeds the prescribed collateral level, members and customers have the right to withdraw the excess amount.

Article 31. Contract trading duration

The duration for trading a contract on a commodity exchange is calculated from the first trading session of the first trading day of the contract to the last trading session of the last trading day of the contract.

Article 32. Contract execution methods

1. Parties to a forward contract may choose to execute the contract using one of the two methods below:

a) Clearing via the clearing house on the contract execution day;

b) Physical delivery of commodities via a depository/commodity-forwarding member, or via customers performing direct delivery for large-volume transactions or specialized products.

2. Parties to an options contract may choose to execute it using one of the two methods below:

a) Executing the option using the methods prescribed in Clause 1 of this Article;

b) Not executing the option.

3. Before the last trading day of a contract, in accordance with the operational rules of the commodity exchange, the commodity exchange requires trading members to choose the contract execution method as prescribed in Clause 1 and Clause 2 of this Article.

4. Trading members shall notify the commodity exchange in accordance with the operational rules in cases they choose to execute the contract via physical delivery of commodities.

5. In cases of choosing to execute the contract via physical delivery of commodities, within a specific time limit prescribed by the commodity exchange, a trading member is obligated to:

a) Deposit money into the account if it acts as the buyer;

b) Deliver commodities via the depository/commodity-forwarding member if it acts as the seller.

Article 33. Management measures in emergency cases

1. In cases where there is a risk of destabilization of the commodity trading market, adverse impacts on economic and financial security or social order and safety, or signs of serious violations of the law related to trading activities, the Ministry of Industry and Trade, in coordination with the Ministry of Public Security and other competent State authorities, shall have the right to apply one or more of the following emergency measures:

a) Deciding to adjust position limits and price ranges for commodities listed in Vietnam periodically, based on the report of the commodity exchange when necessary to ensure market safety and control systemic risks;

b) Temporarily suspending or restricting electronic trading activities on the trading system of the commodity exchange for a specified period to prevent speculation, manipulation, market disruption acts, or to ensure technical system safety;

c) Applying special control mechanisms over the information technology system, including: enhancing system access supervision, encrypting trading data, upgrading security infrastructure, and controlling input and output data to prevent loss of information safety or illegal interference;

d) Disclosing emergency information related to prices, trading volumes, unusual market developments, and potential risks to ensure transparency, stabilize market psychology, and prevent speculation and price manipulation acts;

dd) Restricting or temporarily suspending trading system access rights for organizations and individuals showing signs of disrupting or manipulating the market, violating law regulations, or failing to comply with trading rules.

e) In cases where a dispute or incident arises between the commodity exchange and the clearing house with a risk of affecting market safety, the Ministry of Industry and Trade has the right to require the parties to apply necessary measures to ensure system safety, stabilize the market, and protect the rights of participating members.

2. In cases of applying the measures at Clause 1 of this Article, the Ministry of Industry and Trade shall publicly announce the reason therefor, scope of application, duration of effect of the measure, and implementation guidelines for related organizations and individuals.

Article 34. Entrustment of purchase and sale on commodity exchanges

1. Organizations and individuals that are not trading members of a commodity exchange are permitted to entrust trading members to carry out activities for commodity purchase and sale on the commodity exchange.

2. The entrustment is executed through a written entrustment contract for commodity purchase and sale, clearly demonstrating details of the entrustment, rights and obligations of the parties, financial responsibilities, conditions for handling risks, and other related details.

3. An entrustment trading order is executed for each specific transaction on the basis of the signed entrustment contract. The entrustment order can be created in written form or another electronic form that can be stored, verified, and can record the time of creation, sending, receiving, modification, or cancellation of the order in accordance with the law regulations on electronic transactions.

4. A trading member is only permitted to execute commodity purchase and sale transactions for customers after receiving valid entrustment orders from the customers.

5. In cases where a customer issues a written request to adjust or cancel a trading order, the trading member must correspondingly adjust or cancel the trading order if that order has not been matched.

6. A trading member is responsible for safely and fully retaining records related to entrustment activities, including: the commodity purchase and sale entrustment contract, entrustment orders, adjustment or cancellation requests, and other relevant documents within the retention period prescribed by the law regulations.

Article 35. Transaction execution notification by members

1. Immediately after executing transactions for customers, members shall notify the customers in writing or via other electronic forms of the order placement results via the commodity exchange.

2. In cases of order matching, members shall notify customers of the following details:

a) Transaction form;

b) Traded commodities;

c) Time and date the transaction is executed;

d) Quantity of bought or sold contracts;

dd) Transaction price;

e) Total value of executed transactions;

g) Trading charges;

h) Other details as agreed with the customer.

3. Immediately upon receiving the transaction execution notice as prescribed in Clause 1 and Clause 2 of this Article, if the notice is found to be incorrect or inappropriate, customers have the right to lodge a written complaint with the members regarding the notified details.

4. In cases where a contract is executed via physical delivery of commodities, members shall notify customers of the details prescribed in the points in Clause 2 of this Article and the following details:

a) Name of the warehouse;

b) Name of the commodity seller or buyer;

c) Warehouse certificate number;

d) Other details as agreed by the parties.

5. In cases where the transaction execution notification is in an electronic form, it must ensure data integrity and preserve electronic traces for the purpose of inspection, reconciliation, and dispute resolution in accordance with the law regulations on electronic transactions.

Article 36. Customer account notification by trading members

1. Regularly notifying customers in writing or via other electronic forms about the status of the customers' accounts.

2. In cases where collateral is insufficient as agreed by the parties, the trading member shall immediately notify the customer and request the customer to supplement collateral to reach the necessary required level.

3. Customers have the right to lodge complaints with the trading member if they disagree with the information about the account status provided by the trading member. The trading member is responsible for replying to customers in writing or via other suitable forms.

Article 37. Commodity purchase and sale on overseas commodity exchanges

1. Vietnamese traders have the right to participate in commodity purchase and sale activities on overseas commodity exchanges via Vietnam-based commodity exchanges that have registered for interconnection.

2. Payments and money transfers for commodity purchase and sale transactions through overseas commodity exchanges are executed via credit institutions permitted for foreign exchange activities, on the basis of complying with relevant regulations on foreign exchange management.

Article 38. Interconnection registration

1. A commodity exchange wishing to trade contracts listed by another commodity exchange must carry out interconnection registration procedures. The commodity exchange shall submit 01 dossier to the Ministry of Industry and Trade in one of three ways: directly, by postal services, or via the national public service portal. In cases where the dossier is submitted directly or by postal services, the documents included in the dossier are either originals or copies. In cases where the dossier is submitted via the national public service portal, the documents included in the dossier are electronic copies as prescribed by the law regulations.

2. The interconnection registration dossier shall comprise:

a) A written request for interconnection registration, made using Form No. 05.GDN provided in Appendix I to this Decree;

b) Copies of cooperation documents regarding interconnection between the Vietnam-based commodity exchange and the overseas commodity exchange or a member of the overseas commodity exchange, bearing certification by the overseas Vietnamese representative mission, enclosed with a legal translation certified by a competent translation organization. The agreement must clearly express the scope and form of interconnection, and the connection mechanisms for trading, payment, and clearing systems;

c) Samples of contracts traded in the interconnected manner.

3. Within a time limit of 05 working days after receiving the interconnection registration dossier of the commodity exchange, the Ministry of Industry and Trade shall conduct a review. In cases where the dossier is incomplete or invalid, the Ministry of Industry and Trade shall issue a written request for the commodity exchange to supplement and complete it. Within 30 working days after receiving the written request, the enterprise is responsible for supplementing the dossier and sending it to the Ministry of Industry and Trade.

4. Within a time limit of 20 working days after receiving a fully valid dossier, the Ministry of Industry and Trade shall conduct appraisal and assessment, and issue an approval document made using Form No. 02/QD-LT provided in Appendix II to this Decree. In cases of disapproval, the Ministry of Industry and Trade shall issue a written refusal, clearly stating the reason therefor.

Article 39. Export and import of commodities

The export and import of commodities for delivery under purchase and sale contracts on commodity exchanges shall be carried out in accordance with regulations on foreign trade management.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 40. Effect

1. This Decree takes effect from September 15, 2026.

2. The following Decrees shall cease to be effective from the date on which this Decree takes effect:

a) The Government's Decree No. 158/2006/ND-CP dated December 28, 2006, detailing the implementation of the Commercial Law regarding purchase and sale on commodity exchanges;

b) The Government's Decree No. 51/2018/ND-CP dated April 9, 2018, amending and supplementing a number of articles of the Government's Decree No. 158/2006/ND-CP dated December 28, 2006, detailing the implementation of the Commercial Law regarding purchase and sale on commodity exchanges.

Article 41. Transitional provisions

1. Within a time limit of 12 months from the effective date of this Decree, commodity exchanges that have been granted establishment licenses before the effective date of this Decree are responsible for satisfying the conditions prescribed in Article 5 of this Decree and are not required to redo the procedures for granting establishment licenses for commodity exchanges.

2. Upon expiry of the time limit prescribed in Clause 1 of this Article, if the commodity exchange fails to satisfy the prescribed conditions, the Ministry of Industry and Trade shall issue a written request requiring the commodity exchange to settle its positions and settle financial and other obligations arising from transactions lawfully entered into. From the time of receipt of the written request from the Ministry of Industry and Trade, the commodity exchange shall not organize any new trading activities.

After completing the settlement of transactions and the rights and obligations arising before the time of revocation of the license, the Ministry of Industry and Trade shall decide to revoke the license in accordance with Article 12 of this Decree.

Article 42. Responsibilities for implementation

Ministers, Heads of ministerial-level authorities, Chairpersons of People’s Committees of provinces and municipalities, relevant organizations, units and individuals shall be responsible for implementing this Decree.

* All Appendices are not translated herein.