SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

CIRCULAR¹

Regulations on Trading Listed Stocks, Registered Trading and Fund Certificates, Corporate Bonds, and Listed Secured Warrants on the Securities Trading System

Circular No. 120/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating trading of listed stocks, registered trading, and fund certificates, corporate bonds, listed secured warrants on the securities trading system, effective from February 15, 2021, is amended and supplemented by:

Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance amending and supplementing some articles of Circulars regulating trading of securities on the securities trading system; clearing and settlement of securities transactions; activities of securities companies and disclosure of information on the securities market, effective from November 02, 2024.

• Based on the Securities Law No. 54/2019/QH14 dated November 26, 2019;
• Based on Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government 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;
• At the request of the Chairman of the State Securities Commission;

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¹ This document is unified from 02 Circulars as follows:

• Circular No. 120/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating trading of listed stocks, registered trading, and fund certificates, corporate bonds, listed secured warrants on the securities trading system.
• Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance amending and supplementing some articles of Circulars regulating trading of securities on the securities trading system; clearing and settlement of securities transactions; activities of securities companies and disclosure of information on the securities market.

This unified document does not replace the 02 Circulars mentioned above.

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The Minister of Finance issues a Circular regulating trading of listed stocks, registered trading, and fund certificates, corporate bonds, listed secured warrants on the securities trading system.²

Article 1. Scope of Regulation and Subjects of Application

1. This Circular regulates trading of listed stocks, registered trading, and fund certificates, corporate bonds, listed secured warrants on the securities trading system.

2. Subjects of application:
   a) Investors; b) Securities companies, depository members, clearing members, securities investment fund management companies; c) Vietnam Stock Exchange; Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange (hereinafter referred to as Stock Exchange); d) Vietnam Securities Depository and Clearing Corporation; đ) Other relevant agencies, organizations, and individuals.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Price fluctuation margin is the limit of price fluctuation of securities prescribed for the trading day, calculated as a percentage (%) relative to the reference price.

2. Market circuit breaker is the mechanism for automatic suspension of trading in a trading session when the price of securities or the securities index fluctuates to touch determined thresholds on the securities trading system.

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² Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance amending and supplementing some articles of Circulars regulating trading of securities on the securities trading system; clearing and settlement of securities transactions; activities of securities companies and disclosure of information on the securities market has the following legal basis for issuance:

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

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

Based on Decree No. 14/2023/NĐ-CP dated April 20, 2023 of the Government regulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

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

The Minister of Finance issues a Circular amending and supplementing some articles of Circulars regulating trading of securities on the securities trading system; clearing and settlement of securities transactions; activities of securities companies and disclosure of information on the securities market.”

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3. Reference price is the price determined by the Stock Exchange and used as the basis to determine the highest price (price ceiling) and lowest price (price floor) in the trading day.

4. Centralized matching method is the trading method implemented on the securities trading system based on matching buy and sell orders for securities. The centralized matching method includes periodic matching and continuous matching.

5. Periodic matching is the trading method implemented on the securities trading system based on matching buy and sell orders for securities at a determined point in time.

6. Continuous matching is the trading method implemented on the securities trading system based on matching buy and sell orders for securities immediately when the order is entered into the securities trading system.

7. Negotiated trading method is the trading method in which the participating parties negotiate through the trading member to agree on trading conditions on the securities trading system; or the participating parties negotiate, execute the transaction, and then have the trading member record the transaction results into the securities trading system.

8. Intraday trading is the purchase and sale of the same security code by an investor who does not yet own it, with the same trading volume, executed on the same account and within the same trading day.

9. Buy-in transaction is the purchase of securities to ensure there are sufficient securities for settlement of transactions with missing securities according to legal regulations.

10. Margin trading at securities companies (hereinafter referred to as margin trading) is the purchase of securities using borrowed funds from the securities company, in which the securities obtained from this transaction and other securities of the investor subject to margin trading are used as collateral for the loan.

11. Covered short selling (hereinafter referred to as covered short selling) is the sale of securities that have been borrowed on the securities lending and borrowing system of the Vietnam Securities Depository and Clearing Corporation. The seller subsequently has the obligation to repurchase those securities to return the borrowed amount.

12. Securities pending delivery are securities that the investor has purchased on the securities trading system on previous trading days and are in the process of completing the transfer of ownership.

13. Odd-lot securities trading is trading with a quantity of securities smaller than one trading unit.

Article 3. Organization of Securities Trading

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1. Stock Exchanges organize securities trading via the centralized matching method and the negotiated trading method according to the following principles:
   a) The centralized matching method on the securities trading system must ensure the principles of priority in price and time; b) The negotiated trading method on the securities trading system is implemented according to the principle that participating parties self-negotiate and agree on trading contents.

2. Securities specified in Clause 1, Article 1 of this Circular are traded on the securities trading system, excluding cases of transfer of ownership outside the securities trading system according to regulations on registration, depository, clearing, and settlement of securities transactions. Stock Exchanges may organize buy-in trading sessions through the securities trading system.

3. The Vietnam Stock Exchange issues a securities trading regulation including the following basic contents: trading methods; trading time; method of determining reference price; price fluctuation margins for securities; market circuit breaker mechanism (if any); types of trading orders; modification and cancellation of trading orders; establishment and removal of securities transactions; suspension of trading, discontinuation of part or all trading of a security code; disclosure of information on trading results, and other related contents.

Article 4. Price Fluctuation Margin

1. The Vietnam Stock Exchange decides on the price fluctuation margin after obtaining approval from the State Securities Commission.

2. In cases necessary to stabilize the market, the State Securities Commission decides to adjust the price fluctuation margin and discloses information on the electronic portal of the State Securities Commission.

Article 5. Market Circuit Breaker

1. The Vietnam Stock Exchange decides on the market circuit breaker mechanism after obtaining approval from the State Securities Commission.

2. Based on the practical conditions of the market, the State Securities Commission decides to apply the market circuit breaker mechanism or a mechanism combining the market circuit breaker with the price fluctuation margin.

Article 6. Securities Trading Accounts

1. Investors must open securities trading accounts at securities companies that are trading members to execute securities transactions according to this Circular; responsible for providing complete and accurate customer identification information when opening securities trading accounts and complying with the following regulations:

a) During the period before the implementation of clearing and settlement of securities transactions under the central counterparty mechanism, investors execute securities transactions and settle securities transactions through securities trading accounts and securities depository accounts without needing to open margin clearing accounts;

b) After the implementation of clearing and settlement of securities transactions under the central counterparty mechanism, investors must have a margin clearing account at a clearing member before executing securities transactions. In case an investor opens a margin clearing account at a clearing member that is a custodian bank, the investor is only allowed to open a securities trading account at a trading member that is a clearing member or at a non-clearing trading member having a clearing and settlement entrustment contract with the common clearing member, which is the custodian bank where the investor opens the margin clearing account.

2. Investors are allowed to open multiple securities trading accounts according to the principle that at each securities company, an investor is only allowed to open 01 securities trading account, except for the cases specified in Clauses 4, 5, 6, 7, 8 of this Article, Article 9, Article 10, and Article 11 of this Circular.

3. For each securities trading account, an investor is only allowed to open 01 margin clearing account at the clearing member.

4. Securities investment fund management companies are allowed to open multiple securities trading accounts at each securities company according to the following principles:

a) 01 securities trading account to execute their own securities business activities;

b) 02 securities trading accounts to manage investment portfolios for entrusted investors, in which 01 account is for trading securities for domestic entrusted investors and 01 account is for trading securities for foreign entrusted investors;

c) Each investment fund, securities investment company managed by the fund management company is allowed to open 01 securities trading account in the name of the investment fund or securities investment company at each securities company.

5. Branches of foreign fund management companies in Vietnam are allowed to open 02 securities trading accounts at each securities company, in which 01 securities trading account is to execute transactions for themselves and 01 securities trading account is to execute transactions for foreign entrusted investors.

6. Securities companies are allowed to open securities trading accounts according to the following principles:

a) Securities companies with proprietary trading business and are trading members of the Vietnam Stock Exchange are only allowed to open 01 securities trading account of the Vietnam Stock Exchange or outside the securities trading system according to regulations on registration, depository, clearing, and settlement of securities transactions.

3. Except for the case specified in Clause 2 of this Article, public companies repurchasing their own shares before January 01, 2021 sell the repurchased shares via matching or negotiated methods as follows:

• Selling price ≥ Reference Price - (Reference Price x 50% of the stock price fluctuation margin);

• Selling volume: in each trading day, the total minimum selling volume is 3% and the maximum is 10% of the trading volume registered with the State Securities Commission (the selling volume does not include cancelled orders, and this regulation is exempted when the remaining selling volume is less than 3%).

Article 9. Margin Trading

1. Investors must sign a margin trading contract with a securities company permitted to provide services for lending money to customers to buy securities according to legal regulations before executing margin trading. The margin trading contract simultaneously serves as a contract for loans on the margin trading account. The margin trading contract must minimally include contents on collateral for margin trading, time limit for margin supplementation, handling of collateral for margin trading when the investor fails to supplement margin; method of dispute resolution; clearly stating risks, damages that may occur, and costs the customer must pay.

2. Foreign investors are not allowed to execute margin trading.

3. At each securities company where the investor opens a securities trading account, the investor is only allowed to open 01 margin trading account. The margin trading account is a separate account, managed separately, or accounted for in the form of a sub-account of the investor's existing securities trading account. Securities companies must account for the margin trading account separately from the ordinary securities trading account of each investor, and separate the margin trading account and the ordinary securities trading account between investors.

4. Securities eligible for margin trading are listed stocks, registered trading, listed fund certificates on the securities trading system and meeting the following basic criteria: listing/trading duration; capital scale and business operation results of the issuing organization; liquidity and price volatility (if any); information transparency, and other criteria according to the regulations of the State Securities Commission. Stock Exchanges publish the list of securities eligible for margin trading or securities not eligible for margin trading based on criteria prescribed by the State Securities Commission.

5. Based on the list of securities eligible for margin trading or securities not eligible for margin trading published by the Stock Exchange, securities companies select the list of securities eligible for margin trading at the company and disclose information according to legal regulations.

6. Investors are obligated to ensure the initial margin ratio and maintenance margin ratio according to the contract signed with the securities company. When the margin ratio on the investor's margin trading account drops below the maintenance margin ratio, the securities company issues a margin call for supplementation. Securities not eligible for margin trading are not counted as collateral when determining the initial margin ratio and maintenance margin ratio for margin trading. In case the investor fails to execute margin supplementation, the securities company has the right to sell securities that are collateral according to the terms in the margin trading account opening contract. Before executing the sale of securities that are collateral, the securities company discloses information according to legal regulations and notifies the investor of the results of the sale of collateral securities to execute reporting obligations on ownership and disclosure of information on transactions according to legal regulations (if any).

7. Securities companies no longer meeting the conditions to provide services for lending money to customers to buy securities must immediately stop signing new margin trading account opening contracts, renewing margin trading account opening contracts, stop lending funds to execute margin trading, and report in writing to the State Securities Commission within 48 hours from the occurrence of the event.

8. The State Securities Commission issues regulations guiding margin trading activities at securities companies.

9. In cases necessary to stabilize the market, the State Securities Commission has the right to request the temporary suspension of margin trading at securities companies.

Article 9a. Trading of Stocks by Foreign Institutional Investors Not Requiring Sufficient Funds When Placing Orders⁴

1. Securities companies assess the payment risk of foreign institutional investors to determine the amount of funds required when placing stock purchase orders (if any) according to agreements between the securities company and the foreign institutional investor or their authorized representative.

⁴ This Article is added according to the provisions at Clause 2, Article 1 of Circular No. 68/2024/TT-BTC dated September 18, 2024 of the Minister of Finance amending and supplementing some articles of Circulars regulating trading of securities on the securities trading system; clearing and settlement of securities transactions; activities of securities companies and disclosure of information on the securities market, effective from November 02, 2024.

2. In case a foreign institutional investor fails to pay sufficient funds for the stock purchase transaction, the obligation to settle the transaction for missing funds is transferred to the securities company where the foreign institutional investor placed the order through the proprietary trading account, except for the case specified in Clause 5 of this Article.

3. The securities company is allowed to transfer ownership outside the securities trading system according to the provisions at point q1, Clause 2, Article 6 of Circular No. 119/2020/TT-BTC dated December 31, 2020 of the Minister of Finance regulating registration, depository, clearing, and settlement of securities transactions, or sell on the securities trading system for the shares transferred to the securities company's proprietary trading account to the foreign institutional investor lacking funds for the stock purchase transaction according to Clause 2 of this Article, no later than the trading day immediately following the day the shares are accounted into the securities company's proprietary trading account, and ensuring not to exceed the maximum ownership ratio limit for foreign investors according to legal regulations for that stock. Losses, profits, and other costs arising from executing transactions according to Clause 2 and Clause 3 of this Article are implemented according to agreements between the securities company and the foreign institutional investor or their authorized representative.

4. Except for transactions specified in Clause 3 of this Article, the securities company executes the sale of shares on the securities trading system for the shares transferred to the proprietary trading account. Losses, profits, and other costs arising from executing transactions according to Clause 2 and Clause 4 of this Article are implemented according to agreements between the securities company and the foreign institutional investor or their authorized representative.

5. The custodian bank where the foreign institutional investor opens the securities depository account is responsible for settling the transaction for missing funds and related costs (if any) in case of incorrect confirmation of the deposit balance of the foreign institutional investor with the securities company leading to a lack of funds for the stock purchase transaction.

Article 10. Intraday Trading

1. Investors are allowed to execute intraday transactions after signing an intraday trading contract with a securities company providing securities lending services. The intraday trading contract must have clauses allowing the securities company to execute borrowing transactions and buy-in transactions to support settlement in case of securities shortages for transfer according to clearing and settlement regulations of securities transactions. The intraday trading contract must clearly state the risks, damages, and costs arising that the investor must pay.

2. Intraday trading activities must ensure compliance with the following principles:

a) At each securities company where the investor opens a securities trading account, the investor is only allowed to open 01 intraday trading account. The intraday trading account is a separate account, managed separately, or accounted for in the form of a sub-account of the investor's existing securities trading account. Securities companies must account for the intraday trading account separately from the ordinary securities trading account and the margin trading account (if any) of each investor;

b) Investors executing intraday transactions must comply with the provisions at Clause 4, Article 7 of this Circular; intraday transactions are not allowed for odd-lot securities trading and negotiated trading;

c) Securities companies have the right to select securities codes in the list of listed and registered trading securities eligible for margin trading at the securities company to execute intraday trading for investors. The list of securities eligible for intraday trading must be publicly disclosed by the securities company on its electronic information page;

d) Investors are responsible for placing trading orders, ensuring that the total number of securities on sell orders equals the total number of securities with the same code on buy orders on the same trading day, and vice versa. In case the total number of securities of executed sell orders is more than the total number of securities of executed buy orders, or vice versa, the securities company is responsible for settling the missing funds or securities for the investor on the settlement day;

d) Securities companies must refuse to execute intraday trading orders of investors when unable to ensure sufficient funds for settlement and securities for transfer on the settlement day;

e) Investors are responsible for compensating damages, paying the securities company all costs arising related to buy-in activities, securities borrowing, money borrowing to support settlement in case of insufficient funds for settlement, insufficient securities for transfer on the settlement day according to the intraday trading contract signed with the securities company and related laws;

g) Securities companies have the right to require investors to margin funds or securities before allowing investors to execute intraday transactions;

h) In one trading day, the total value of intraday transactions (determined on the total value of purchases and sales executed) at each securities company must not exceed a prescribed ratio relative to the company's equity. The volume of securities traded intraday at each securities company must not exceed a prescribed ratio relative to the outstanding volume of securities. These ratios are implemented according to the regulations of the State Securities Commission.

3. Intraday trading activities are not allowed to be executed during the five (05) working days prior to the record date to execute rights for shareholders attached to the securities code subject to intraday trading.

4. In cases necessary to stabilize the market, the State Securities Commission has the right to request the temporary suspension of intraday trading activities.

5. Securities companies that do not meet the conditions for providing securities lending services must immediately stop signing new intraday trading contracts, stop allowing investors to execute intraday trading, and report in writing to the State Securities Commission within 48 hours from the occurrence of the above event.

6. Depending on market conditions, the State Securities Commission implements intraday trading activities. The State Securities Commission issues regulations guiding intraday trading.

Article 11. Secured Short Selling

1. Securities lending contracts on the securities lending and borrowing system at the Vietnam Securities Depository and Clearing Corporation (VDSC) to implement secured short selling must minimally include content on collateral, lending interest rates, loan terms, loan extensions, handling of collateral when investors do not return securities, dispute resolution methods, clearly stating risks, potential damages, and costs.

2. Investors open secured short selling trading accounts at securities companies providing securities lending services, where the investor opens the trading account to implement secured short selling. The secured short selling trading account is a separate account or accounted for as a sub-account of the investor's existing securities trading account. Securities companies must account for secured short selling accounts separately from margin trading accounts, intraday trading accounts, and ordinary securities accounts of each investor.

3. Securities permitted for secured short selling are listed stocks, listed fund certificates, and those registered for trading on the securities trading system, meeting criteria on listing and trading duration; on capital scale and business operation results of the issuing organization; on liquidity and price volatility (if any); information transparency, and other criteria guided by the State Securities Commission. The stock exchange publishes the list of securities permitted for secured short selling or securities not permitted for secured short selling based on criteria defined by the State Securities Commission.

4. Secured short selling activities must not be conducted in the five (05) working days prior to the final registration date for rights attached to securities permitted for secured short selling.

5. Depending on market conditions, the State Securities Commission implements secured short selling activities. The State Securities Commission issues regulations guiding secured short selling trading.

6. In cases necessary to ensure the safety of securities market operations, the State Securities Commission may require securities companies to temporarily suspend the implementation of secured short selling trading activities.

Article 12. Market Making Trading

1. Market making trading activities must comply with the following principles:

a) Trading members participating in market making must be honest and in good faith when performing market making functions for the purpose of ensuring efficient and stable market operation;

b) Depending on market conditions, trading members participating in market making may quote two-way or one-way prices for securities codes registered for market making according to the regulations of the Vietnam Stock Exchange and the market making contract. Securities codes requiring liquidity, market making duration, quoting methods, price spread limits between bid and ask prices, quote ratios, quote maintenance time, and cases of temporary trading suspension are implemented according to the regulations of the Vietnam Stock Exchange and the market making contract (if any);

c) Trading members participating in market making are only allowed to place limit orders for market making transactions. Trading members participating in market making may simultaneously conduct market making and proprietary trading but must ensure price principles according to the regulations of the Vietnam Stock Exchange.

2. Trading members participating in market making may quote to simultaneously buy and sell the securities code for which they are designated as market makers in the same matching session. These transactions must be executed on the market making account.

3. The Vietnam Stock Exchange is responsible for building and issuing regulations guiding market making activities after approval by the State Securities Commission.

4. The Vietnam Stock Exchange has the right to terminate or suspend market making activities of trading members for one or more securities in cases where trading members do not fully fulfill responsibilities and regulations of the Vietnam Stock Exchange and violate terms of the market making contract (if any).

# Article 13. Effectiveness⁵

This Circular takes effect from February 15, 2021, and replaces Circular No. 203/2015/TT-BTC dated December 21, 2015, of the Minister of the Ministry of Finance guiding trading on the securities market.

# Article 14. Organization of Implementation

The State Securities Commission, Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange, Vietnam Securities Depository and Clearing Corporation, securities companies, clearing members, clearing participants, securities investment fund management companies, and other related organizations and individuals are responsible for implementing this Circular.

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**MINISTRY OF FINANCE**

No. **44/VBHN-BTC**

**CERTIFIED UNIFIED DOCUMENT**

Hanoi, **28** October **2025**

KT. MINISTER
DEPUTY MINISTER

![Seal of the Ministry of Finance, Vietnam](seal.png)
*Nguyen Duc Chi*

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**Distribution:**

- Government Office (for publication in the Official Gazette);
- Ministry of Finance Portal (for publication);
- SSC Portal (for publication);
- Legal Department - Ministry of Finance;
- File: VT, SSC (06b).

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⁵ Article 5 of Circular No. 68/2020/TT-BTC dated September 18, 2024, of the Minister of the Ministry of Finance amending and supplementing some provisions of Circulars regulating securities trading on the securities trading system; clearing and settlement of securities transactions; securities company operations, and information disclosure on the securities market, effective from November 02, 2024, stipulates as follows:

> “Article 5. Implementation Provisions
> 1. This Circular takes effect from November 02, 2024.
> 2. Vietnam Securities Depository and Clearing Corporation implements clearing and settlement of securities transactions and manages and uses the settlement support fund according to provisions at Article 35a and Clause 3 Article 45 of Circular No. 119/2020/TT-BTC until the clearing and settlement of securities transactions according to the central counterparty mechanism is officially implemented.
> 3. The State Securities Commission, Vietnam Stock Exchange, Hanoi Stock Exchange, Ho Chi Minh City Stock Exchange, Vietnam Securities Depository and Clearing Corporation, securities companies, clearing members, and other related organizations and individuals are responsible for implementing this Circular”