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VIETNAM STOCK
EXCHANGE
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SOCIALIST
REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No: 23/QD-HDTV
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Hanoi, April 18,
2025
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DECISION
ON
THE PROMULGATION OF THE REGISTRATION AND MANAGEMENT OF TRADING OF UNLISTED
SECURITIES
BOARD OF MEMBERS
VIETNAM STOCK EXCHANGE
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to Law No. 56/2024/QH15 dated November
29, 2024 on amendments to Law on Securities, Law on Accounting, Law on
Independent Audit, Law on State Budget, Law on Management and Use of Public
Property, Law on Tax Administration, Law on Personal Income Tax, Law on
National Reserves, and Law on Penalties for Administrative Violations;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to Government’s Decree No.
155/2020/ND-CP dated December 31, 2020 on elaboration of some Articles of the
Law on Securities;
Pursuant to 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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Pursuant to Circular No. 21/2019/TT-BTC dated
April 11, 2019 of the Minister of Finance providing instructions on the initial
public offering and transfer of state capital by book-building method;
Pursuant to Circular No. 119/2020/TT-BTC
December 31, 2020 of the Minister of Finance on registration, depository,
clearing and settlement of securities;
Pursuant to Circular No. 120/2020/TT-BTC dated December
31, 2020 of the Minister of Finance providing for trading of listed and
registered shares, fund certificates, corporate bonds and secured warrants
listed on securities trading systems;
Pursuant to Circular No. 68/2024/TT-BTC dated
September 18, 2024 of the Minister of Finance on on securities transactions on
securities trading system, clearing and settlement of securities transactions,
operations of securities companies, and disclosure of information on securities
market;
Pursuant to Decision No. 757/QD-BTC dated April
1, 2021 of the Minister of Finance on the Charter of organization and operation
of the Vietnam Stock Exchange;
Pursuant to Official Dispatch No. 1059/UBCK-PTTT
dated April 15, 2025 of State Securities Commission approving the Operational
Regulations of Vietnam Stock Exchange;
Pursuant to Resolution No. 11/NQ-HDTV dated
April 18, 2025 of Board of Members of the Vietnam Stock Exchange on the
approval of the Regulations on registration and management of unlisted
securities;
At the proposal of the General Director of the
Vietnam Stock Exchange,
HEREBY DECIDES:
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Article 2. This Decision shall take effect from the date the
information technology system of the "Design, Solutions, Supply,
Installation, and Transfer of Information Technology System - Ho Chi Minh City
Stock Exchange" package officially comes into operation, replacing
Decision No. 34/QD-HDTV dated November 16, 2022 of the Board of Members of the
Vietnam Stock Exchange.
Article 3. Heads of units affiliated to Vietnam Stock Exchange, Hanoi
Stock Exchange, relevant organizations and individuals shall implement this
Decision./.
ON BEHALF OF
THE BOARD OF MEMBERS
CHAIRPERSON
Luong Hai Sinh
REGULATION
REGISTRATION
AND MANAGEMENT OF TRADING OF UNLISTED SECURITIES
(Issued together with Decision No. 23/QD-HDTV dated April 18, 2025 of the
Board of Director of the Vietnam Stock Exchange)
Chapter I
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Article 1. Scope and
regulated entities
1. This Regulation provides for trading
registration, management of trading, and trading of unlisted securities.
2. Regulated entities:
a) Hanoi Stock Exchange;
b) Organizations applying for trading;
c) Registered organization;
d) Trading members;
dd) Other relevant organizations and individuals;
Article 2. Interpretation of
terms
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1. SSC: State Securities Commission.
2. VSDC: Vietnam Securities Depository and Clearing
Corporation.
3. SE: Stock Exchange
4. VSE: Vietnam Stock Exchange.
5. HNX: Hanoi Stock Exchange.
6. Trading registration: refers to the process of
putting securities into trading on the registered trading market through the
unlisted securities trading system (hereinafter referred to as “UPCoM trading
system”)
7. Registered organization: refers to an
organization having their securities registered for trading on the UPCoM
trading system.
8. Emergency order entry channel: refers to an
order entry channel for trading members to place orders into SE in cases where
the online trading system crashes.
9. Online trading channel: refers to the use of
online trading systems of trading members to place orders directly into the
UPCoM trading system of SE in accordance with current securities trading
regulations.
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11. Continuous order matching: refers to a trading
method conducted on the securities trading system based on matching buy and
sell orders as soon as the orders are entered into the trading system.
12. Put-through trading method: refers to a trading
method where parties involved in the transaction negotiate the trading
conditions through trading members on the trading system; or the parties
involved in the transaction agree or execute the trade, and then the trading
member records the transaction results into the trading system.
13. HNX’s electronic information disclosure system:
refers to the HNX’s system used for receiving reports and information
disclosures from entities required to disclose information as per regulations.
14. Closing price refers to the execution price of
the last round-lot matching order in the trading day. In case there is no
execution price of the last round-lot matching order in the trading day, the
closing price shall be determined as the reference price from the beginning of
the day.
Chapter II
TRADING REGISTRATION
Article 3. Subjects
Subjects registering for trading are specified in
Clause 1, Article 133 of Government’s Decree No. 155/2020/ND-CP dated December
31, 2020 on elaboration of some Articles of the Law on Securities (hereinafter
referred to as “Decree No. 155/2020/ND-CP”).
Article 4. Time limit for
trading registration
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Article 5. Application
Application shall be prepared as prescribed in
clauses 3 and 4, Article 6 and Article 134 of Decree No. 155/2020/ND-CP ,
detailed in Appendix I attached hereto, and the following instructions:
1. For public companies specified in point a,
Clause 1, Article 32 of Law on Securities: Application includes the documents as
prescribed in clause 1, Article 134 of Decree No. 155/2020/ND-CP .
2. For public companies specified in point b,
Clause 1, Article 32 of Law on Securities: Application includes the documents
as prescribed in clause 2, Article 134 of Decree No. 155/2020/ND-CP .
3. For equitized enterprises specified in point c,
Clause 1, Article 133 of Decree No. 155/2020/ND-CP:
a) If equitization is associated with registration,
depositing, registration for trading: The application shall include the
documents as prescribed in Article 6 of Circular No. 32/2021/TT-BTC (in cases
where the auction method is applicable) or Clause 5, Article 28 of Circular No.
21/2019/TT-BTC dated April 11, 2019 of the Minister of Finance on the initial
sale of shares and transfer of state capital according to the book-building
method (in cases where the book-building method is applicable);
b) In cases where equitized enterprises have
completed the conversion to joint-stock companies and meet the requirements
specified in point a, Clause 1 of Article 32 of Law on Securities: The
application includes documents as prescribed in clause 1 of this Article;
c) In cases where equitized enterprises have
completed the conversion to joint-stock companies but do not meet the
requirements specified in point a, Clause 1 of Article 32 of Law on Securities:
The application includes documents as prescribed in clause 1 of this Article,
excluding the SSC’s confirmation of public company registration.
Article 6. Procedures
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a) The applicant submits the application to HNX in
accordance with Clause 2, Article 6 of Decree No. 155/2020/ND-CP ;
In the case where the applicant is a public company,
the applicant shall carry out procedures to notify and adjust the maximum
foreign ownership ratio in accordance with Clause 3, Article 141, and Article
142 of Decree No. 155/2020/ND-CP ;
b) The applicant may amend, supplement the
application:
- Within 05 working days from the receipt of the
application, HNX shall send a written request to the applicant to amend and
supplement the application (if the application is unsatisfactory). If
necessary, HNX may solicit opinions from relevant competent authorities to
clarify the requested information under securities laws and ensure the
interests of investors.
- During the review process, the applicant has the
obligation to amend and supplement the application upon the detection of
inaccuracies; changes in essential contents required by law; or the essential
clarification of a potentially misleading matter;
c) Deadlines shall comply with Clause 8, Article 6
of Decree No. 155/2020/ND-CP. If the applicant fails to complete the
application within the specified time, HNX shall suspend the review process and
send a notice to the applicant;
d) Within 5 working days from the receipt of the
satisfactory application or the Certificate of Securities Registration (in the
case specified in Point a Clause 3 Article 134 of Decree No. 155/2020/ND-CP),
HNX shall issue a decision to approve the registration and disclose information
on the market. In case of refusal, a written response shall be provided by the
HNX.
dd) The applicant must register the first trading
day and reference price for the first trading day to HNX. The first trading
date must be at least 5 working days after the date HNX receives the notice
from the applicant but not exceeding the deadline specified in Clause 2 Article
135 of Decree No. 155/2020/ND-CP .
2. If a company delists but still meets the
requirements of a public company, within 07 working days from the effective
delisting date, HNX shall cooperate with VSDC to register the trading of such
company as follows:
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b) Within 02 working days from the receipt of the
Decision on delisting and written notice of delisting issued by SE, VSDC shall
notify HNX about transferring the securities registration and depository data
from the listed market to the UPCoM trading system;
c) On the basis of the delisting decision and
written notice issued by the SE where the company is delisted and the written
notice from VSDC specified in points a, b of this Clause, HNX shall issue a
decision to approve the trading registration and notify the first trading date
and reference price on the first trading day.
3. For equitized enterprises associated with
registration, depositing, registration for trading registration on the UPCoM
trading system stipulated in point a, Clause 3, Article 5 of this Regulation:
a) When preparing the application for the initial
public offering through auction method or book-building method, the equitized
enterprise must submit an application for depository to VSDC and an application
for trading registration to HNX.
b) Within 15 days from the payment deadline for
share purchase through auction method or book-building method, organizations
conducting auctions or managing order books shall send notice to VSDC and HNX
about the average successful auction price and average payment price (for
shares sold through auction) or distribution price (for shares sold through
book-building method), enclosed with a list of shareholders who are auction
winners, a list of investors who purchased shares through the book-building
method and have made payment, and the Regulation on public offering, the Regulation
on sale of shares by the book building method of equitized enterprises;
c) Within 90 days from the payment deadline of for
purchasing shares through auction method or through the book-building method,
on the basis of notification from the auctioning organizations or organizations
managing order book stipulated in point b, Clause 3 of this Article and
documents for depositing and trading of shares of equitized enterprise, HNX
shall cooperate with VSDC to place the shares of enterprise on the UPCoM trading
system as follows:
- VSDC shall issue the Certificate of Securities
Registration for shares successfully auctioned or shares purchased through
book-building method and have been paid for by the equitized enterprise;
Article 7. Changes in trading
registration
Changes in trading registration shall comply with
Clause 1, Article 136 of Decree No. 155/2020/ND-CP .
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Application for changing registration shall be
prepared as prescribed in clauses 3 and 4, Article 6 and Clause 2, Article 136
of Decree No. 155/2020/ND-CP , and documents stipulated in Appendix II attached
hereto.
Article 9. Procedures for
changing registration
1. Organizations shall apply for changing
registration in accordance with Clause 2, Article 6 and point a, Clause 3,
Article 136 of Decree No. 155/2020/ND-CP .
2. Within 05 working days from the receipt of application
for changing registration, if the application is unsatisfactory, HNX shall send
a written request to the applicant to amend and supplement the application. If
the deadline for completing the application stipulated in Clause 8, Article 6
of Decree No. 155/2020/ND-CP , HNX shall suspend the review process. If the
application is satisfactory, HNX shall issue Decision to approve the changes in
trading registration and disclose information on the market; in case of
refusal, HNX shall provide an explanation.
3. The applicant must register the trading date for
additional stocks in accordance with point c, Clause 3, Article 136 of Decree
No. 155/2020/ND-CP .
4. HNX shall notify the first trading date for
additional stocks or the day on which the quantity of registered stocks is
reduced (in case of changing registration due to capital reduction) at the
request of the applicant.
Chapter III
TRADING MANAGEMENT
Article 10. General rules
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2. Securities transactions on the UPCoM trading system
shall be conducted through trading members. The UPCoM trading system only
accepts orders from trading members through emergency order entry channels and
online trading systems of trading members.
3. Investors shall conduct transactions in
accordance with Circular No. 120/2020/TT-BTC dated December 31, 2020 of the
Minister of Finance (hereinafter referred to as “Circular No. 120/2020/TT-BTC”)
and Article 1 of Circular No. 68/2024/TT-BTC .
Article 11. Trading hours
HNX shall organize trading of securities registered
for trading (for both round-lot and odd-lot) from Monday to Friday each week,
except for public holidays as prescribed by the Labor Code. To be specific:
Session
Trading method
Trading hour
Morning session
Continuous order matching
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Put-through transaction
09:00 - 11:30
Lunch Break
11:30 - 13:00
Afternoon session
Continuous order matching
13:00 - 15:00
Put-through transaction
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Article 12. Suspension,
termination, and restoration of securities trading on the market
1. The suspension or termination of securities
trading on the UPCoM trading system shall comply with Clause 1 Article
49 of Law on Securities and Article 304 of Decree No. 155/2020/ND-CP.
2. HNX shall report to VSE and SSC, and follows the
guidance of SSC after the occurrence of the emergencies, events, fluctuations
that affect the safety, stability and integrity of the securities market in
accordance with Clause 6, Article 302 of Decree No. 155/2020/ND-CP .
3. The restoration of securities trading on
the UPCoM trading system after the suspension or termination shall comply with
Clause 2, Article 49 of Law on Securities and Article 304 of Decree No.
155/2020/ND-CP.
Article 13. Circuit breaker
The market circuit breaker shall comply with
Article 5 of Circular No. 120/2020/TT-BTC
Article 14. Trading methods
1. HNX shall organize stock trading on the UPCoM
trading system using continuous order matching method and put-through method
specified in Clause 1 Article 3 of Circular No. 120/2020/TT-BTC .
2. On the first trading day of a newly registered
stock or the first resumed trading day of stocks that have not been traded for
25 consecutive trading days or more, HNX shall only accept orders through
continuous matching trading method. HNX shall not accept orders using
put-through method until a price is established from the results of round-lot
order matching. <0}
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1. Securities transactions shall be confirmed when
the UPCoM trading system matches buy and sell orders by order matching or
put-through method,
2. The buyer is responsible for fulfilling the
payment obligations and the seller is responsible for transferring the
securities when the transaction is confirmed.
3. HNX shall report to the SSC and VSD and carry
out cancellation for transactions that has been confirmed after receiving
approval from the SSC in the following cases:
a) The UPCoM trading system crashes due to force
majeure causes such as system errors, natural disasters, fires, etc;
b) A confirmed transaction seriously harms the
legal rights and interests of investors or all transactions on the market or
affects the stability, safety and integrity of the securities market.
Article 16. Trading units
1. The trading unit of continuous order matching
transaction is 100 stocks.
2. The trading unit of put-through transaction is
01 stock.
3. Odd lot trading with a quantity of 01 - 99
stocks shall comply with Article 32 of this Regulation.
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1. The tick size unit for continuous order matching
transaction is VND 100.
2. The tick size unit for continuous order matching
transaction is VND 1.
Article 18. Price range and
price range limits
1. The price range of stocks registered for trading
during a trading day is ± 15% compared to the reference price.
2. The price range is ± 40% compared to the
reference price compared to the reference price on the following trading days:
a) The first trading day of stocks registered for
trading until a reference price is established from the continuous matching
method;
b) The first resumed trading day of stocks that
have not been traded for 25 consecutive trading days or more until a reference
price is established from the continuous matching method;
c) The first resumed trading day due to an
enterprise division;
d) Ex-dividend dates in following cases:
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- Payment of cash dividends of an amount greater
than or equal to the weighted average price of the stock on the trading day
immediately preceding the ex-dividend date.
- Issuance of convertible bonds to existing
shareholders.
3. In necessary cases to stabilize the market, SSC
shall decides to adjust the price range in accordance with Clause 2 Article 4
of Circular No. 120/2020/TT-BTC.
4. The price range limits for registered stocks
shall be determined as follows:
Price ceiling = Reference Price + (Reference Price
x Price range)
Price Floor = Reference Price - (Reference Price x
Price range)
5. In cases where the price ceiling or price floor
of registered stocks determined in accordance with Clause 3 of this Article is
equal to the reference price. The price adjustment is made as follows:
Adjusted price ceiling = Reference price + 01 tick
size unit
Adjusted price floor = Reference price - 01 tick
size unit
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7. In cases where the reference price is equal to
the tick size unit after calculation (in the case of having 01 tick size unit),
or the smallest tick size unit (in the case of having multiple tick size
units), the price adjustment is made as follows:
Adjusted price ceiling = Reference price + 01 tick
size unit
Adjusted price floor = Reference price
Article 19. Reference price
1. For newly registered stocks, the reference price
for the first trading day is proposed by the registering organization. Before
the first trading day, the registering organization shall publish information
about determination method of the reference price, principles, and financial
data in financial statements or other relevant documents used to determine the
reference price on its website.
2. In cases where the registering organization is a
public company that has been delisted according to point b, Clause 1, Article
133 of Decree No. 155/2020/ND-CP , the reference price for the first trading day
is the closing price on the last trading day on the listed market, or the
reference price on the last trading day on the listed market (if there are no
transactions on the last trading day to determine the closing price).
3. For equitized enterprises associated with
registration, depositing, registration for trading on the UPCoM trading system,
the reference price for the first trading day is the average successful auction
price (if the auction method is applicable) and the distribution price to
investors (if the book-building method is applicable).
4. The reference price of securities on a trading
day is the weighted average price of round-lot transactions conducted through
the continuous matching method on the nearest preceding trading day.
5. On ex-dividend days, except for cases specified
in clause 7 of this Article, the reference price is determined by adjusting the
weighted average price of the nearest preceding trading day according to
dividend received or the value of accompanying rights.
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7. Cases where reference prices are not adjusted
include:
a) The price range has been adjusted as stipulated
in points c, d, Clause 2, Article 18 of this Regulation;
b) The enterprise issues additional stocks at an
issuance price higher than the weighted average price of the trading day
preceding the ex-dividend date, after adjusting for other rights (if any).
c) The enterprise issues private stocks, offering
stocks to investors who are not existing shareholders.
d) The enterprise issues stocks under the company's
stock option program for employees.
dd) The enterprise issues additional stocks under a
swap plan from an acquisition transaction.
e) The registering organization reduces its charter
capital;
g) The enterprise sell treasury shares to existing
shareholders.
h) Other issuance cases that do not affect the
rights of existing shareholders.
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1. Matched trading orders under continuous matching
method are limit orders (hereinafter referred to as "LO").
2. LOs refer to:
a) Buy orders at a specified price or lower than
the specified price;
b) Sell orders at a specified price or higher than
the specified price;
Article 21. Odd lot trades
1. Odd lot trades are executed by order matching
and put-through methods on the UPCoM trading system.
2. Investors must comply with regulations on
modification and cancellation of LOs similar to round-lot trading.
3. The trading unit for odd lots is 01 stock.
4. Trading price:
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b) Odd lot trade orders are not used to calculate
reference prices or index prices.
5. Odd lot trading of newly registered stocks or
the first resumed trading day of stocks with no round-lot trades for 25
consecutive trading days or more shall not be entered into the UPCoM trading
system until the price is established from the results of round-lot matching
trades.
Article 22. Matched trading
orders
1. Order number.
2. Buy or sell order.
3. Order type.
4. Ticker symbol.
5. Quantity.
6. Price.
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Article 23. Contents of
confirmation of order matching
SE shall confirm the trading results by order
matching method with following contents:
1. Order number.
2. Trading confirmation number.
3. Order type.
4. Ticker symbol.
5. Execution price.
6. Volume.
7. Trading time.
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9. Investor's account number.
10. Trading member code.
11. Other contents according to the regulations of
the VSE.
Article 24. Order matching
principles and order matching price determination
1. The UPCoM trading system shall match buy and
sell orders of securities according to price priority and time priority as
follows:
a) Price priority:
- Buy orders at higher prices are given priority
for execution.
- Sell orders at lower prices are given priority
for execution.
b) Time priority: If multiple buy or sell orders
are received at the same price, the order entered entered into the UPCoM
trading system with an earlier time is given priority for execution.
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Article 25. Modification and
cancellation of matched trading orders
1. Modification and cancellation of matched trading
orders are only valid for unexecuted orders or the remainder of unexecuted
orders.
2. During a continuous auction: it is allowed to
modify LOs’ price and volume (LOs’ price and volume cannot be modified
simultaneously) and cancel Los. The priority order of orders after modification
is determined as follows:
a) The priority order of orders remains unchanged
if the only the volume is reduced.
b) The priority order of an order is determined
from the time in which the modified order is entered into the UPCoM trading
system in cases of volume increase or price modification.
3. It is not allowed to modify or cancel orders
between the online trading channel and the emergency order entry channel.
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1. Contents of a put-through order according to the
put-through trading method on the UPCoM trading system includes:
a) Ticker symbol.
b) Volume.
c) Price.
d) Buy or sell order.
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e) Trader ID.
2. Contents of a trading order according to the
put-through method entered into the UPCoM trading system by the buyer and
seller include:
a) Ticker symbol.
b) Execution price.
c) Volume.
d) Buying investor account
dd) Selling investor account.
e) ID number of the put-through order.
g) Trader ID.
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Article 27. Execution of
put-through transactions
1. Put-through orders shall be offered to the
entire market at the request of investors.
2. Put-through orders shall comply with the
regulations on the price range within the day.
3. A put-through transaction occurs when a party
enters an order into the trading system and another party confirms the
transaction.
4. Put-through transactions shall not be applicable
on the first day of newly registered stocks and stocks that have not been
traded for 25 consecutive trading days or more until a price is established
from the results of round-lot matching trades.
5. Put-through transactions are not allowed between
the emergency order entry channel and the online trading system.
Article 28. Modification and
cancellation of put-through trading orders
A put-through trading order placed on the UPCoM
trading system cannot be modified or cancelled.
Article 29. Contents of
confirmation of put-through trading
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1. Ticker symbol.
2. Order number.
3. Related order number.
4. Price.
5. Quantity.
6. Trading status.
7. Completion time on the system.
8. Symbol of buyers and sellers.
9. Buying investor account and selling investor
account.
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1. The foreign ownership limit for stocks is
calculated based on the following principles:
a) For matching transaction:
- The volume of stocks purchased by foreign
investors is deducted from the volume allowed to buy immediately after the
purchase order is executed.
- A foreign investor’s purchase order entered into
the UPCoM trading system shall not be accepted if the volume allowed to buy is
less than the volume of the purchase order.
- In the case where a foreign investor's purchase
order of stocks is amended to reduce the volume, the remaining permissible
purchase volume shall increase by the amount reduced from the order immediately
after the amendment is entered into the system.
- In the case where a foreign investor's purchase
order of stocks is amended to reduce the volume, the remaining permissible
purchase volume shall increase by the amount reduced from the order immediately
after the amendment is entered into the system. If the remaining permissible
purchase volume is less than the increased volume, the UPCoM trading system
will not accept the modification.
- If the buy order for stocks placed by a foreign
investor is canceled by the investor or the UPCoM trading system, the remaining
permissible purchase volume shall increase by the amount that was canceled.
b) For put-through transaction:
- The remaining permissible purchase volume of
stocks for foreign investors shall be reduced immediately after the put-through
transaction order is entered into the UPCoM trading system if the transaction
is between a foreign investor and a domestic investor.
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- The remaining permissible purchase volume of
securities or closed-end fund certificates for foreign investors shall not
change if the put-through transaction is conducted between two foreign
investors.
2. Foreign investors must comply with the relevant
laws and regulations of Vietnam regarding stock trading.
3. The permissible volume of securities allowed to
purchased by foreign investors on each trading day shall be calculated on the
basis of data provided by VSDC to SE according to working processes and
agreements between the two entities.
4. The UPCoM trading system shall display
information about foreign investors’ purchase orders for stocks according to
the following principles:
a) Buy orders from foreign investors are added to
the total market purchase volume at each price level until the remaining
permissible purchase volume for foreign investors is exhausted.
b) The UPCoM trading system updates information on
foreign investors' buy orders and adjusts the display whenever a buy order is
entered into or canceled from the system.
Article 31. Post-trading error
correction
After completing a transaction, if any error due to
confusion or mistake during the order receiving, processing, or entry into the
UPCoM trading system is detected, the trading member shall report the
transaction error to VSDC and HNX and take responsibility for its own error
with the investor. <0}
Chapter IV
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Article 32. Warning
1. Registered stocks shall be warned in the
following cases:
a) The registering organization is a company that has
been compulsorily delisted due to a qualified opinion on the audited annual
financial statement for 3 consecutive years; or the registering organization
has its audited annual financial statement subject to qualified opinion for 3
consecutive years or more;
In cases where the registering organization has a
subsidiary, the qualified opinion shall be determined according to the
consolidated financial statement. In cases where the registering organization
is a superior accounting unit with affiliated accounting units, the qualified
opinion is determined according to the combined financial statement. In cases
where the the registering organization has a subsidiary and is a superior
accounting unit with affiliated accounting units, the qualified opinion is determined
according to the consolidated financial statement.
b) The registering organization fails to convene a
General Meetings of Shareholders (GMS) within the prescribed time limit
calculated from the the end of the financial year specified in Clause 2 Article
139 of Law on Enterprises.
2. Within 05 working days from the date of
detecting the cases specified in Clause 1 of this Article, HNX shall issue a
Decision to place the stock under the warning. HNX shall display the warning
symbol in accordance with Appendix III attached hereto and publish information
about the securities warning as prescribed by securities laws.
3. Within 15 days from the date on which the stock
is placed under warning as prescribed in Clause 1 of this Article, the
registering organization shall submit a written explanation and propose a
remedial plan to HNX. HNX shall publish the information about the explanation
and remedial plan of the registering organization.
4. HNX shall remove the stock from the warning
status after being reported and receiving documents proving the ratification
from the registering organization, including:
a) Stocks under warning status as prescribed in
point a, Clause 1 of this Article shall be removed from the warning status on
the basis of unqualified opinions about the latest annual financial statements;
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5. Within 05 working days from the date on which
the registering organization has submitted ratification report as prescribed in
Clause 4 of this Article, HNX shall issue a Decision to remove the stock from
the warning status. HNX shall remove the warning symbol and publish information
about removing the stock from the warning status as prescribed by securities
laws.
Article 33. Restriction from
trading
1. Stocks registered for trading shall be
restricted in trading time in the following cases:
a) The registering organization is a company that
has been compulsorily delisted due to negative equity in the latest audited
financial statements; or the registering organization has negative equity in
the latest audited financial statements; or the registering organization has
negative equity in the latest semiannual audited financial statements that have
been reviewed;
In cases where the registering organization has a
subsidiary, the equity shall be determined according to the consolidated
financial statement, excluding non-controlling interests. In cases where the
registering organization is a superior accounting unit with affiliated
accounting units, the equity shall be determined according to the combined
financial statement. In cases where the registering organization has a
subsidiary and is a superior accounting unit with affiliated accounting units,
the equity shall be determined according to the consolidated financial
statement, excluding non-controlling interests.
b) The registering organization fails to submit
audited annual financial statements or semiannual financial statements for more
than 45 days from the deadline for information disclosure.
c) The registering organization is a company that
has been compulsorily delisted in the cases where the refuses to audit or has
adverse opinions or refuses to offer opinions about the latest annual financial
statement of the listed organization; or the registering organization has its
latest annual financial statement refused to audit or given adverse opinions or
refused to offer opinions by the auditor;
In cases where the registering organization has a
subsidiary, the opinions shall be determined according to the consolidated
financial statement. In cases where the registering organization is a superior
accounting unit with affiliated accounting units, the opinions shall be
determined according to the combined financial statement. In cases where the
registering organization has a subsidiary and is a superior accounting unit with
affiliated accounting units, the opinions shall be determined according to the
combined financial statement;
d) HNX shall determined that the registering
organization has received a Decision to initiate bankruptcy proceedings from
the Court as prescribed by the laws on enterprise bankruptcy;
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e) The registering organization is a company that
has been compulsorily delisted in accordance with point i, Clause 1, Article
120 of Decree No. 155/2020/ND-CP ;
g) The registering organization is a company that
has been compulsorily delisted due to failure to fulfill financial obligations
with the SE in accordance with point o, Clause 1, Article 120 of Decree No.
155/2020/ND-CP ;
h) The registering organization fails to ratify its
warning status as specified in point b, Clause 1 of this Regulation and fails
to convene a GMS in the following year within the time limit after the end of
the financial year as regulated in Article 2, Article 139 of the Law on
Enterprises;
i) HNX shall consider deciding the necessary to
protect the legitimate rights and interests of investors.
2. Within 05 working days from the date of
detecting the cases specified in Clause 1 of this Article, HNX shall issue a
Decision to place the stock under the restriction from trading or change the
status from warning to restriction from trading. HNX shall display the
restriction symbol in accordance with Appendix III attached hereto and publish
information about the securities restriction as prescribed by securities laws.
3. Stocks restricted from trading shall be
restricted in trading time. The trading time for stocks restricted from trading
shall comply with HNX’s decisions.
4. Within 15 days from the date on which the stock
is restricted from trading as prescribed in Clause 1 of this Article, the
registering organization shall submit a written explanation and propose a
remedial plan to HNX. The HNX shall publish the information about the explanation
and remedial plan of the registering organization.
5. HNX shall remove the stock from the restriction
status after being reported and receiving documents proving the ratification
from the registering organization, including:
a) Stocks restricted from trading as specified in
point a, clause 1 of this Article shall be removed from the restriction status
when the equity is not negative in the latest audited financial statements or
the latest semiannual financial statements that have been reviewed;
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c) Stocks restricted from trading as specified in
point c, Clause 1 of this Article shall be removed from the restriction status
on the basis of the unqualified opinions of the latest audited annual financial
statements;
d) Stocks restricted from trading as specified in
points d and dd, Clause 1 of this Article shall be removed from the restriction
status on the basis of reports of the registering organization, including
documents proving that the reasons for the restricted trading have been fully
rectified;
dd) Stocks restricted from trading as specified in
point e, clause 1 of this Article shall be removed from the restriction status
the registering organization submits the latest audited financial statements
within the prescribed deadline to the HNX;
e) Stocks restricted from trading as specified in
point g, Clause 1 of this Article shall be removed from the restriction status
on after HNX determines that the registering organization has addressed the reasons
for the restricted trading;
g) Stocks restricted from trading as specified in
point h, Clause 1 of this Article shall be removed from the restriction status
at the request of the registering organization with documents proving that the
registering organization has convened the GMS.
h) Stocks restricted from trading as specified in
points i, Clause 1 of this Article shall be removed from the restriction status
at the request of the registering organization, including documents proving
that the reasons for the restricted trading have been fully rectified.
6. Within 05 working days from the date on which
the registering organization has submitted ratification report as prescribed in
Clause 5 of this Article, HNX shall issue a Decision to remove the stock from
the warning status. HNX shall remove the restriction symbol and publish
information as prescribed by securities laws.
Article 34. Trading suspension
1. Stocks registered for trading shall be suspended
from trading in the following cases:
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b) There is any request of the registered
organization when carrying out enterprise division or other reduction cases of
charter capital in accordance with regulations;
c) The registered organization fails to conduct any
remedial measures to rectify the reasons leading to stocks being placed under
warning or restriction status specified in point d, Clause 1, Article 46 of the
Law on Securities;
d) At the request of SSC;
dd) HNX decides that it is necessary to protect the
legitimate rights and interests of investors and ensure the stability and
safety of the securities market in accordance with point d Clause 1 Article 46
of Law on Securities. HNX reports to VSE after placing the stocks under
suspension following this point.
2. Within 05 working days from the date of
detecting the cases specified in Clause 1 of this Article, HNX shall issue a
Decision to place the stock under the suspension from trading or change the
status to suspension from trading. HNX shall display the suspension symbol
according to Appendix III attached hereto, reports to SSC within 24 hours from
the implementation of the measures specified in Clause 1 of this Article, and
publish information about the trading suspension as prescribed by securities
laws.
The trading suspension period shall be implemented
according to the HNX’s decisions.
3. Within 15 days from the date on which the stock
is suspended from trading as prescribed in point a, Clause 1 of this Article,
the registering organization shall submit a written explanation and propose a
remedial plan (if any) to HNX. This regulation shall not be applicable in cases
of trading suspension under the circuit breaker on the UPCoM trading system.
HNX shall publish the information about the
explanation and remedial plan of the registering organization.
4. If the trading suspension period expires and the
registering organization fails to rectify the suspension status, HNX may extend
the trading suspension period.
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a) Stocks under suspension in accordance with point
a, Clause 1 of this Article shall be removed from suspension after the
suspension period on the system expires, or the registering organization has
rectified the reasons for the stock suspension (if any);
b) Stocks under suspension in accordance with point
b, Clause 1 of this Article shall be removed from suspension at the request of
the registering organization and on the basis of the adjusted enterprise
registration certificate or equivalent documents issued by competent
authorities determining that the business has completed the enterprise division
or reduction of charter capital as prescribed by law;
c) For stocks under suspension as specified in
points c, d and dd, Clause 1 of this Article: Upon the request of the
registering organization with documents proving the rectification. In the case
specified in point d, Clause 1 of this Article, opinions about removing stocks
from suspension of SSC are also required.
6. Within 05 working days from the date on which
the registering organization has submitted ratification report as prescribed in
Clause 5 of this Article, HNX shall issue a Decision to remove the stock from
the suspension status or change the status of the stocks. HNX shall remove (or
change) the symbol and publish information as prescribed by securities laws.
Article 35. Trading
termination
1. Stocks registered for trading shall be
terminated from trading in the following cases:
a) The registering organization is administratively
sanctioned for violations stipulated in Clauses 1, 2, 3, and 7 of Article 12 of
Law on Securities;
b) The registering organization forges application
for trading;
c) The registering organization is a company that
has been compulsorily delisted in accordance with points k and l, Clause 1, Article
120 of Decree No. 155/2020/ND-CP ;
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dd) The registering organization has committed
serious violations against information disclosure regulations; the registering
organization is a company that has been compulsorily delisted for committing
serious violations against information disclosure regulations; or the company
is compulsorily delisted in cases where the SE or SSC decides that it is
necessary to delist to protect the rights and interests of investors in
accordance with point o, Clause 1, Article 120 of Decree No. 155/2020/ND-CP ;
e) The registered organization fails to conduct any
remedial measures to rectify the reasons leading to stocks being placed under
warning or restriction status specified in point d, Clause 1, Article 46 of the
Law on Securities;
g) At the request of SSC;
h) HNX decides that it is necessary to protect the
legitimate rights and interests of investors and ensure the stability and
safety of the securities market in accordance with point d Clause 1 Article 46
of Law on Securities. HNX reports to VSE after placing the stocks under
termination status following this point.
2. Within 05 working days from the date of
detecting the cases specified in Clause 1 of this Article, HNX shall issue a
Decision to place the stock under the termination status. HNX shall display the
termination symbol according to Appendix III attached hereto, report to SSC
within 24 hours from the implementation of the measures specified in Clause 1
of this Article, and publish information about the trading termination as
prescribed by securities laws.
3. Within 15 days from the date on which the stock
is terminated from trading as prescribed in Clause 1 of this Article, the
registering organization shall submit a written explanation and propose a
remedial plan (if any) to HNX. This regulation shall not be applicable in cases
of trading termination under the circuit breaker on the UPCoM trading system.
HNX shall publish the information about the
explanation and remedial plan of the registering organization.
4. HNX shall remove the stocks from trading
termination or change the status of the stocks on the basis of the written
request of the registering organization and documents proving that the
organization has completely rectified the reasons for the stock termination. In
cases specified in point g, Clause 1 of this Article, opinions about removing
stocks from termination of SSC are also required.
5. Within 05 working days from the date on which
the registering organization has submitted ratification report as prescribed in
Clause 4 of this Article, HNX shall issue a Decision to remove the stock from
the termination status or change the status of the stocks. HNX shall remove (or
change) the symbol and publish information as prescribed by securities laws.
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1. Stocks shall be deregistered for trading in
cases specified in Clause 1, Article 137 of Decree No. 155/2020/ND-CP .
2. HNX shall issue a decision to deregister the
stocks and disclose information to the market.
3. Stocks subject to deregistration specified in
points a, dd, and e, Clause 1, Article 137 of Decree No. 155/2020/ND-CP shall
continue trading for a maximum period of 30 days from the date on which HNX
issued deregistration decision.
Chapter V
IMPLEMENTATION
Article 37. Implementation
clauses
1. HNX shall:
a) Issue operational documents in accordance with this
Regulation and organize the implementation;
b) Supervise and handle violations against the
compliance with this Regulation of subjects stipulated in points b, c, d, and
dd, Clause 1, Article 1 of this Regulation;
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d) Fulfill the obligation to publish information
and report as per securities laws. All information disclosure and reports shall
be submitted to both SSC and VSE, including reports upon request;
dd) HNX shall, within 90 days from the effective
date of this Regulation, complete the adjustment of the status and reasons for
securities being suspended, restricted, or terminated in accordance with this
Regulation.
2. Registering organizations shall:
a) Comply with legal regulations on corporate
governance;
b) Update and fulfill information disclosure
obligations through the HNX’s electronic information disclosure system as per
requirements and regimes on information disclosure at HNX and subsidiaries
issued by VSE and relevant regulations;
c) Update and report to HNX whenever there are
changes in:
- The list of internal personnel and relevant
persons (within 24 hours of any changes) as per the requirements on information
disclosure in securities laws;
- The company's corporate governance information
and electronic data in accordance with Appendix IV attached hereto within 30
days from the end of the first 06 months of the year and the end of the
calendar year.
3. In cases where the legal documents, regulations,
or rules referenced in this Regulation are amended, supplemented, or replaced
by new legal documents, regulations, or rules, the new documents shall apply.
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