SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

CIRCULAR¹

Regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities

Circular No. 57/2021/TT-BTC dated July 12, 2021 of the Minister of the Ministry of Finance regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities; effective from July 20, 2021; amended and supplemented by:

• Circular No. 69/2023/TT-BTC dated November 15, 2023 of the Minister of the Ministry of Finance amending and supplementing some articles of Circular No. 57/2021/TT-BTC dated July 12, 2021 of the Minister of the Ministry of Finance regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities; effective from December 30, 2023.

• Based on the Securities Law dated November 26, 2019;

• Based on Decree No. 155/2020/NĐ-CP dated December 31, 2020 detailing the implementation of some articles of the Securities Law;

• Based on Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government regulating the functions, tasks, powers and organizational structure of the Ministry of Finance;

• Based on Decision No. 37/2020/QĐ-TTg dated December 23, 2020 of the Prime Minister establishing, organizing and operating the Vietnam Stock Exchange;

• At the request of the Chairman of the State Securities Commission;

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¹ This document is consolidated from 02 Circulars as follows:

• Circular No. 57/2021/TT-BTC dated July 12, 2021 of the Minister of the Ministry of Finance regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities; effective from July 20, 2021;
• Circular No. 69/2023/TT-BTC dated November 15, 2023 of the Minister of the Ministry of Finance amending and supplementing some articles of Circular No. 57/2021/TT-BTC dated July 12, 2021 of the Minister of the Ministry of Finance regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities; effective from December 30, 2023.

This document does not replace the 02 Circulars above.

The Minister of the Ministry of Finance promulgates the Circular regulating the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities.²

## Chapter I
### GENERAL PROVISIONS

#### Article 1. Scope of Regulation
This Circular regulates the roadmap for restructuring the stock trading market, the bond trading market, the derivative securities trading market and the trading market for other types of securities as stipulated at point a, Clause 3, point a, Clause 4, Article 2, point g, Clause 1, Article 6 of Decision No. 37/2020/QĐ-TTg dated December 23, 2020 of the Prime Minister establishing, organizing and operating the Vietnam Stock Exchange.

#### Article 2. Subjects of Application
1. Vietnam Stock Exchange, Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange.
2. Public companies, listed organizations, registered trading organizations.
3. Other relevant agencies, organizations and individuals.

#### Article 3. Principles of restructuring the securities trading market
1. The restructuring of the securities trading market must comply with the Securities Law and documents detailing its implementation; ensuring compatibility with the functions and tasks of the Vietnam Stock Exchange, Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange as stipulated in Decision No. 37/2020/QĐ-TTg dated December 23, 2020 of the Prime Minister establishing, organizing and operating the Vietnam Stock Exchange.
2. The implementation of the roadmap for restructuring the securities trading market must ensure compatibility with the practical conditions of organizational structure, human resources, and operational activities of the Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange; linked to the deployment and operation of the new securities market information technology system; not generating costs for listed organizations and registered trading organizations; not affecting the securities trading activities of investors; and not affecting the roadmap for developing new products.

3. The implementation of the roadmap for restructuring the securities trading market must ensure objectivity, transparency, fairness and efficiency.

## Chapter II
**ROADMAP FOR RESTRUCTURING THE STOCK TRADING MARKET, THE BOND TRADING MARKET, THE DERIVATIVE SECURITIES TRADING MARKET AND THE TRADING MARKET FOR OTHER TYPES OF SECURITIES**

### Article 4. Restructuring the stock trading market, fund certificates and covered warrants

1.³ By June 30, 2025 at the latest, the Ho Chi Minh City Stock Exchange shall uniformly organize the trading market for listed stocks, fund certificates and covered warrants, and the trading market for stocks of registered trading organizations as stipulated in the Securities Law and guiding documents.

2. Within the time limit specified in Clause 1 of this Article, the Ho Chi Minh City Stock Exchange shall organize the trading market for listed stocks, fund certificates and covered warrants, and the trading market for stocks of registered trading organizations as follows:

a) Continue to organize the trading market for stocks, fund certificates and covered warrants listed at the Ho Chi Minh City Stock Exchange before the effective date of this Circular;

b) Organize trading for fund certificates and covered warrants newly listed;

c)⁴ Before July 1, 2025: The Ho Chi Minh City Stock Exchange shall receive and consider listing application dossiers and organize trading of new stocks of organizations meeting the listing conditions stipulated in Decree No. 155/2020/NĐ-CP dated December 31, 2020 detailing the implementation of some articles of the Securities Law (hereinafter referred to as Decree No. 155/2020/NĐ-CP) and having charter capital contributed at the time of listing application of VND 120 billion or more;

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³ This clause is amended according to Clause 1, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

⁴ This point is amended according to Clause 2, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

d)⁵ From July 1, 2025: The Ho Chi Minh City Stock Exchange shall receive and consider listing application dossiers and organize trading of new stocks of organizations meeting the listing conditions stipulated in Decree No. 155/2020/NĐ-CP;

d)⁶ By December 31, 2025 at the latest: The Ho Chi Minh City Stock Exchange shall complete the reception of stocks of listed organizations from the Hanoi Stock Exchange;

e)⁷ By December 31, 2026 at the latest: The Ho Chi Minh City Stock Exchange shall complete the reception of stocks of registered trading organizations from the Hanoi Stock Exchange;

g) Receive and consider listing application dossiers for new stocks of organizations after completing the reception of stocks of registered trading organizations from the Hanoi Stock Exchange as stipulated in point e of this clause.

3. Within the time limit specified in Clause 1 of this Article, the Hanoi Stock Exchange shall organize the trading market for stocks as follows:

a) Continue to organize the trading market for stocks listed and registered for trading at the Hanoi Stock Exchange before the effective date of this Circular until the completion of the transfer of listed and registered trading stocks from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange as stipulated in point d, e of this clause;

b)⁸ Before July 1, 2025: The Hanoi Stock Exchange shall receive and consider listing application dossiers and organize trading of new stocks of organizations meeting the listing conditions stipulated in Decree No. 155/2020/NĐ-CP and having charter capital contributed at the time of listing application of VND 30 billion or more;

c)⁹ From July 1, 2025: The Hanoi Stock Exchange shall not receive listing application dossiers for new stocks of organizations;

d)¹⁰ By December 31, 2025 at the latest: The Hanoi Stock Exchange shall complete the transfer of stocks of listed organizations from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange;

⁵ This point is amended according to Clause 2, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

⁶ This point is amended according to Clause 2, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

⁷ This point is amended according to Clause 2, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

⁸ This point is amended according to Clause 3, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

⁹ This point is amended according to Clause 3, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

¹⁰ This point is amended according to Clause 3, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

- Continue to organize the trading market for stocks of organizations already registered for trading and receive new trading registration dossiers of organizations at the Hanoi Stock Exchange until the completion of the transfer of stocks of registered trading organizations to the Ho Chi Minh City Stock Exchange as stipulated in point e of this clause;

e)¹¹ By December 31, 2026 at the latest: The Hanoi Stock Exchange shall complete the transfer of stocks of registered trading organizations from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange. After completing the transfer of stocks of registered trading organizations from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange shall not receive new trading registration dossiers of organizations.

4. The Vietnam Stock Exchange shall build a plan to transfer stocks of listed and registered trading organizations from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange as stipulated in point d, e of Clause 2, point d, e of Clause 3 of this Article and report to the State Securities Commission before implementation.

**Article 5. Restructuring the bond trading market**

1. By December 31, 2022 at the latest, the Hanoi Stock Exchange shall uniformly organize the bond trading market as stipulated in the Securities Law and guiding documents.

2. Within the time limit specified in Clause 1 of this Article, the Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall organize the bond trading market as follows:

a) The Hanoi Stock Exchange organizes the trading market for government bonds, bonds guaranteed by the Government, local government bonds; organizes the trading market for listed corporate bonds; organizes the trading market for privately placed corporate bonds; receives listed corporate bonds from the Ho Chi Minh City Stock Exchange and receives new listing application dossiers.

b) The Ho Chi Minh City Stock Exchange continues to organize the trading market for listed local government bonds until their maturity date; implements the transfer of listed corporate bonds from the Ho Chi Minh City Stock Exchange to the Hanoi Stock Exchange and does not receive new listing application dossiers.

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¹¹ This point is amended according to Clause 3, Article 1 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023.

c) By December 31, 2021 at the latest, the Ho Chi Minh City Stock Exchange shall complete the transfer of listed corporate bonds from the Ho Chi Minh City Stock Exchange to the Hanoi Stock Exchange.

3. The Vietnam Stock Exchange shall build a plan to transfer listed corporate bonds at the Ho Chi Minh City Stock Exchange to the Hanoi Stock Exchange as stipulated in point c of Clause 2 of this Article and report to the State Securities Commission before implementation.

In the event that by September 30, 2021, the Vietnam Stock Exchange has not yet commenced operations, the Ho Chi Minh City Stock Exchange shall be responsible for building a plan to transfer listed corporate bonds at the Ho Chi Minh City Stock Exchange to the Hanoi Stock Exchange as stipulated in point c of Clause 2 of this Article, in coordination with the Hanoi Stock Exchange, and report to the State Securities Commission before implementation.

**Article 6. Restructuring the derivative securities trading market**

The Hanoi Stock Exchange organizes the trading market for derivative securities as stipulated in the Securities Law and guiding documents.

**Article 7. Processing listing and trading registration dossiers of organizations during the implementation of the plan to transfer listed and registered trading securities**

1. Organizations that have been approved for listing and trading registration by the Hanoi Stock Exchange before the completion of the transfer of listed and registered trading stocks from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange but have not been put into trading within the time limit stipulated in Decree No. 155/2020/NĐ-CP shall not be required to re-implement listing and trading registration approval procedures.

2.¹² In the event that an organization has submitted a stock listing application dossier to the Hanoi Stock Exchange before July 1, 2025 but has not been approved for listing, the Hanoi Stock Exchange shall be responsible for transferring the organization's listing application dossier to the Ho Chi Minh City Stock Exchange before July 8, 2025 for the Ho Chi Minh City Stock Exchange to continue processing the organization's listing application dossier in accordance with legal regulations.

3. In the event that an organization has submitted a stock trading registration dossier to the Hanoi Stock Exchange before the completion of the transfer of registered trading stocks from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange as stipulated in point e of Clause 2, point e of Clause 3 of Article 4 of this Circular but has not been approved for trading registration, the Hanoi Stock Exchange shall be responsible for transferring the organization's stock trading registration dossier to the Ho Chi Minh City Stock Exchange for the Ho Chi Minh City Stock Exchange to continue processing the organization's stock trading registration dossier in accordance with legal regulations.

The time limit for transferring stock trading registration dossiers shall be no later than 01 working day from the date of completion of the transfer of registered trading stocks from the Hanoi Stock Exchange to the Ho Chi Minh City Stock Exchange.

4. In the event that an organization has submitted a bond listing application dossier to the Ho Chi Minh City Stock Exchange before the effective date of this Circular but has not been approved for listing, the Ho Chi Minh City Stock Exchange shall be responsible for transferring the organization's listing application dossier to the Hanoi Stock Exchange no later than 03 working days from the effective date of this Circular for the Hanoi Stock Exchange to continue processing the organization's listing application dossier in accordance with legal regulations.

5. The Hanoi Stock Exchange and the Ho Chi Minh City Stock Exchange shall be responsible for notifying the organization of the transfer of the organization's listing and trading registration dossiers within 01 working day, from the date of transfer of the organization's listing and trading registration dossiers as stipulated in Clauses 2, 3, 4 of this Article.

**Chapter III**
**IMPLEMENTATION PROVISIONS¹³**

**Article 8. Effectiveness**

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¹³ Article 2, Article 3 of Circular No. 69/2023/TT-BTC, effective from December 30, 2023, stipulate as follows:

> "*Article 2. Transitional Provisions*
> In the event that a listing application dossier received by the Ho Chi Minh City Stock Exchange from an organization with contributed charter capital at the time of listing application of less than VND 120 billion has not been approved for listing by the time this Circular takes effect, the Ho Chi Minh City Stock Exchange shall be responsible for transferring the organization's listing application dossier to the Hanoi Stock Exchange to continue processing the listing application dossier in accordance with legal regulations.
> The time limit for transferring the listing application dossier shall be no later than 05 working days from the effective date of this Circular.
> 
> *Article 3. Implementation Provisions*
> 1. This Circular takes effect from December 30, 2023.
> 2. In the event that legal normative documents referenced for application in this Circular are amended, supplemented or replaced, the amended, supplemented or replaced documents shall apply.
> 3. The Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange, listed organizations, registered trading organizations, public companies and other relevant organizations and individuals shall be responsible for implementing this Circular.*"

1. This Circular takes effect from July 20, 2021.

2. This Circular abolishes all of the following legal normative documents:

a) Circular No. 180/2015/TT-BTC dated November 13, 2015 of the Minister of the Ministry of Finance guiding on trading registration of securities on the trading system for unlisted securities;

b) Circular No. 13/2019/TT-BTC dated March 15, 2019 of the Minister of the Ministry of Finance amending and supplementing some articles of Circular No. 180/2015/TT-BTC dated November 13, 2015 guiding on trading registration of securities on the trading system for unlisted securities;

c) Circular No. 202/2015/TT-BTC dated December 18, 2015 of the Minister of the Ministry of Finance guiding on securities listing at the Stock Exchange.

d) Circular No. 29/2017/TT-BTC dated April 12, 2017 of the Minister of the Ministry of Finance amending and supplementing some articles of Circular No. 202/2015/TT-BTC dated December 18, 2015 guiding on securities listing at the Stock Exchange.

**Article 9. Organization of Implementation**

1. The State Securities Commission shall be responsible for directing the Vietnam Stock Exchange, Hanoi Stock Exchange and Ho Chi Minh City Stock Exchange to implement the restructuring of securities trading markets according to the roadmap stipulated in this Circular. In the event that the new securities market information technology system is not deployed on schedule, the State Securities Commission shall report to the Minister of the Ministry of Finance to issue a Circular adjusting the roadmap for restructuring the securities trading markets.

2. The Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange, listed organizations, registered trading organizations, public companies and other relevant organizations and individuals shall be responsible for implementing this Circular./.

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**MINISTRY OF FINANCE**
**No: 19 /VBHN-BTC**

**For receipt:**
- Government Office (for publication in the Official Gazette);
- Government Electronic Portal;
- Ministry of Finance Electronic Portal;
- Store: VT, UBCK (5b). Cs

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**CERTIFICATION OF CONSOLIDATED DOCUMENT**
Hanoi, December 25, 2023

**FOR THE MINISTER**
**DEPUTY MINISTER**

Nguyen Duc Chi