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THE MINISTRY OF
FINANCE OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No. 19/VBHN-BTC
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Hanoi, December
25, 2023
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CIRCULAR 1
INTRODUCING
ROADMAP FOR REORGANIZATION OF MARKETS FOR SHARES, BONDS, DERIVATIVES AND OTHER
SECURITIES
The Circular No. 57/2021/TT-BTC dated July 12, 2021
of the Minister of Finance of Vietnam introducing roadmap for reorganization of
markets for shares, bonds, derivatives and other securities, which comes into
force from July 20, 2021, is amended by:
The Circular No. 69/2023/TT-BTC dated November 15,
2023 of the Minister of Finance of Vietnam providing amendments to the Circular
No. 57/2021/TT-BTC dated July 12, 2021 of the Minister of Finance of Vietnam
introducing roadmap for reorganization of markets for shares, bonds,
derivatives and other securities, which comes into force from December 30,
2023.
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Government’s Decree No.
155/2020/ND-CP dated December 31, 2020 on elaboration of the Law on Securities;
Pursuant to the Government’s Decree No.
87/2017/ND-CP dated July 26, 2017 defining functions, tasks, powers and
organizational structure of the Ministry of Finance of Vietnam;
Pursuant to the Decision No. 37/2020/QD-TTg
dated December 23, 2020 of the Prime Minister of Vietnam on establishment,
organization and operation of Vietnam Exchange;
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The Minister of Finance of Vietnam promulgates a
Circular introducing roadmap for reorganization of markets for shares, bonds,
derivatives and other securities. 2
Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Circular provides regulations on the roadmap
for reorganization of the markets for shares, bonds, derivatives and other
securities set out in Point a Clause 3, Point a Clause 4 Article 2, Point g
Clause 1 Article 6 of the Decision No. 37/2020/QD-TTg dated December 23, 2020
of the Prime Minister on establishment, organization and operation of Vietnam
Exchange (VNX).
Article 2. Regulated entities
1. Vietnam Exchange (VNX), Hanoi Stock Exchange
(HNX) and Ho Chi Minh Stock Exchange (HSX).
2. Public companies, listed organizations and
registered organizations.
3. Other relevant regulatory authorities,
organizations and individuals.
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1. The reorganization of securities market must comply
with the Law on Securities and its guiding documents, and fall within the ambit
of assigned functions and tasks of VNX, HNX and HSX defined in the Prime
Minister’s Decision No. 37/2020/QD-TTg dated December 23, 2020.
2. The roadmap for reorganization of the securities
market must correspond to actual conditions in terms of organizational
structure, personnel and professional operations of HNX and HSX; be associated
with the development and operation of the new securities market information
technology system; not make listed organizations or registered organizations
incur additional costs; and adversely affect neither securities transactions of
investors nor the roadmap for development of new products.
3. The roadmap for reorganization of the securities
market must be implemented in an objective, public, impartial and effective
manner.
Chapter II
ROADMAP FOR
REORGANIZATION OF MARKETS FOR SHARES, BONDS, DERIVATIVES AND OTHER SECURITIES
Article 4. Reorganization of
markets for shares, fund certificates and covered warrants
1.3
HSX shall consistently organize the markets for listed shares, fund
certificates and covered warrants, and shares of registered organizations in
accordance with the Law on Securities and its guiding documents by the end of
June 30, 2025.
2. Within the time limit specified in Clause 1 of
this Article, HSX shall carry out the organization of the markets for listed
shares, fund certificates, and covered warrants, and shares of registered
organizations as follows:
a) Continue organizing the markets for listed
shares, fund certificates, and covered warrants at HSX before this Circular
comes into force;
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c) 4
By July 01, 2025: HSX shall receive and consider applications for listing and
organize trading of new shares of organizations that meet listing requirements
set out in the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020
on elaboration of the Law on Securities (hereinafter referred to as “Decree No.
155/2020/ND-CP”) and have their contributed charter capital of at least VND 120
billion at the application date;
d) 5
From July 01, 2025: HSX shall receive and consider applications for listing and
organize trading of new shares of organizations that meet listing requirements
set out in the Government’s Decree No. 155/2020/ND-CP;
dd) 6
By the end of December 31, 2025: HSX shall complete its receipt of shares of
listed organizations transferred from HNX;
e) 7
By the end of December 31, 2026: HSX shall complete its receipt of shares of
registered organizations transferred from HNX;
g) Receive and consider applications for
registration of new shares organizations after having completed the receipt of
shares of registered organizations from HNX as prescribed in Point e of this
Clause.
3. Within the time limit specified in Clause 1 of
this Article, HNX shall organize stock market as follows:
a) Continue organizing the market for shares listed
or registered for trading on HNX before the effective date of this Circular
until completing the transfer of listed or registered shares from HNX to HSX
according to Points d, e of this Clause;
b) 8
By July 01, 2025: HNX shall receive and consider applications for listing and
organize trading of new shares of organizations that meet listing requirements
set out in the Decree No. 155/2020/ND-CP and have their contributed charter
capital of at least VND 30 billion at the application date;
c) 9
From July 01, 2025: HNX shall not receive new applications for listing;
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dd) Continue organizing the market for shares of registered
organizations and receive new applications for registration of trading on HNX
until the transfer of shares of registered organizations from HNX to HSX is
completed as prescribed Point e of this Clause;
e) 11
By the end of December 31, 2026: HNX shall complete the transfer of shares of
registered organizations from HNX to HSX. After completing the transfer of
shares of registered organizations from HNX to HSX, HNX shall receive new
applications for registration of trading.
4. VNX shall develop the plan for transfer of
shares of listed organizations and registered organizations from HNX to HSX as
prescribed in Points dd, e Clause 2, Points d, e Clause 3 of this Article, and
report the SSC before implementing the plan.
Article 5.
Reorganization of bond market
1. HNX shall consistently organize
the bond market in accordance with the Law on Securities and its guiding
documents by the end of December 31, 2022.
2. Within the time limit specified
in Clause 1 of this Article, HNX and HSX shall organize the bond market as
follows:
a) HNX shall organize the market
for government bonds, government-backed bonds, and municipal bonds; organize
the market for listed corporate bonds; organize the market for privately placed
corporate bonds; receive listed corporate bonds from HSX and new applications
for listing of bonds.
b) HSX shall continue organizing
the market for municipal bonds which have been listed before the effective date
of this Circular until their maturity date; transfer listed corporate bonds
from HSX to HNX, and shall not receive new applications for listing of bonds.
c) HSX shall complete the transfer of listed
corporate bonds from HSX to HNX by the end of December 31, 2021.
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If VNX does not officially start
operation by the end of September 30, 2021, HSX shall develop the plan for
transfer of corporate bonds listed at HSX to HNX as prescribed in Point c
Clause 2 of this Article on the basis of cooperation with HNX, and report the
SSC before implementing the plan.
Article 6.
Rules for reorganization of derivative market
HNX shall organize the derivative
market in accordance with the Law on Securities and its guiding documents.
Article 7.
Processing of applications for listing or registration of trading during
implementation of plan for transfer of listed and registered shares.
1. The organizations that have
their applications for listing or registration of trading approved by HNX
before the date of completion of the transfer of listed or registered shares
from HNX to HSX but have not yet put their shares for trading within the period
specified in Decree No. 155/2020/ND-CP are not required to re-follow procedures
for listing or registration of trading.
2.12 HNX shall transfer the
applications for listing of shares which have been submitted before July 01,
2025 but have not yet been approved by HNX to HSX before July 08, 2025 so that
HSX shall process them in accordance with regulations of law.
3. Regarding the applications for
registration of share trading which have been submitted to HNX before the date
of completion of the transfer of registered shares from HNX to HSX as
prescribed in Point e Clause 2, Point e Clause 3 of Article 4 hereof but have
not yet been approved, HNX shall transfer such applications to HSX that shall
then process them in accordance with regulations of law.
The transfer of such applications
must be completed within 01 working day from the date of completion of transfer
of registered shares from HNX to HSX.
4. HSX shall transfer the
applications for listing of bonds which have been received before the effective
date of this Circular but have not yet been approved by HSX to HNX within 03
working days from the effective date of this Circular so that HNX shall process
them in accordance with regulations of law.
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Chapter III
IMPLEMENTATION 13
Article 8.
Effect
1. This Circular comes into force
from July 20, 2021.
2. All of the following
legislative documents will be abrogated:
a) The Circular No.
180/2015/TT-BTC dated November 13, 2015 of the Minister of Finance providing
guidelines for registration of securities trading on trading system for
unlisted securities;
b) The Circular No. 13/2019/TT-BTC
dated March 15, 2019 of the Minister of Finance providing amendments to the
Circular No. 180/2015/TT-BTC dated November 13, 2015;
c) The Circular No. 202/2015/TT-BTC
dated December 18, 2015 of the Minister of Finance providing guidance on
listing of securities on the Stock Exchange.
d) The Circular No. 29/2017/TT-BTC
dated April 12, 2017 of the Minister of Finance providing amendments to the
Circular No. 202/2015/TT-BTC dated December 18, 2015.
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1. SSC shall direct VNX, HNX and
HSX to carry out the reorganization of securities markets according to the
roadmap specified herein. In case the new securities market information
technology system cannot put into operation according to the approved schedule,
SSC shall request the Minister of Finance to promulgate a Circular revising the
roadmap for reorganization of securities markets.
2. VNX, HNX, HSX, listed
organizations, registered organizations, public companies and other relevant
organizations and individuals are responsible for the implementation of this
Circular./.
CERTIFIED BY
PP. MINISTER
DEPUTY MINISTER
Nguyen Duc Chi
1
This is consolidated document of the following 02 Circulars:
- The Circular No. 57/2021/TT-BTC dated July 12,
2021 of the Minister of Finance of Vietnam introducing roadmap for
reorganization of markets for shares, bonds, derivatives and other securities,
coming into force from July 20, 2021;
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This document supersedes none of 02 Circulars
mentioned above.
2
The Circular No. 69/2023/TT-BTC is promulgated pursuant to:
“The Law on Securities dated
November 26, 2019;
The Government's Decree No.
155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the
Law on Securities;
The Government’s Decree No.
14/2023/ND-CP dated April 20, 2023 defining functions, tasks, powers and
organizational structure of the Ministry of Finance of Vietnam;
The Decision No. 37/2020/QD-TTg
dated December 23, 2020 of the Prime Minister of Vietnam on establishment,
organization and operation of Vietnam Exchange;
And at the request of the
Chairman of the State Securities Commission of Vietnam (“SSC”);”
3
This Clause is amended according to Clause 1 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
4
This Point is amended according to Clause 2 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
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6
This Point is amended according to Clause 2 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
7
This Point is amended according to Clause 2 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
8
This Point is amended according to Clause 3 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
9
This Point is amended according to Clause 3 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
10
This Point is amended according to Clause 3 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
11
This Point is amended according to Clause 3 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
12
This Clause is amended according to Clause 3 Article 1 of the Circular No.
69/2023/TT-BTC, coming into force from December 30, 2023.
13
Articles 2 and 3 of the Circular No. 69/2023/TT-BTC, coming into force from
December 30, 2023, stipulate as follows:
“Article 2. Transition
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Such transfer of applications
must be completed within 05 business days from the effective date of this
Circular.
Article 3. Implementation
1. This Circular comes into
force from December 30, 2023.
2. If any legislative documents
referred to in this Circular are amended, supplemented or superseded, the new
ones shall apply.
3. VNX, HNX, HSX, listed
organizations, registered organizations, public companies and other relevant
organizations and individuals are responsible for the implementation of this
Circular./.”