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Consolidated Document No. 11/VBHN-BTC: SSC Compliance Supervision of the Vietnam Stock Exchange and VSDC

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Based on:11/VBHN-BTC - Government Official Gazette

This explanation was generated by AI and checked by an automated AI review, not by a human expert. It is not legal, tax or accounting advice and may contain errors. Check the official document before you rely on it.

Consolidated Document No. 11/VBHN-BTC merges Circular No. 06/2022/TT-BTC (effective March 24, 2022) with the amendments introduced by Circular No. 138/2025/TT-BTC dated December 30, 2025 (effective March 1, 2026) from the Ministry of Finance. It sets out how the State Securities Commission (SSC) supervises compliance by the Vietnam Stock Exchange (VNX, covering HOSE and HNX) and the Vietnam Securities Depository and Clearing Corporation (VSDC), along with their subsidiaries, with securities laws. The circular defines the SSC's powers, approving VNX's and VSDC's internal operating regulations, suspending or annulling non-compliant decisions, planning periodic and ad-hoc inspections, and handling violations directly or referring them to the competent authority. It also sets the reporting, explanation, and record-keeping obligations of VNX, HOSE, HNX, and VSDC. Supervision covers the issuance of internal rules, organizing and operating the trading market, member management, approving listings and trading registration, disclosure by listed and registered companies, major shareholders and insiders, securities auctions, and mediation services. The key change under Circular 138/2025/TT-BTC is extending the supervision scope to VNX's and VSDC's subsidiaries, updating the legal basis to reflect the 2024 amended Securities Law and the Ministry of Finance's revised organizational structure, and replacing the periodic reporting templates (appendices) used by HOSE, HNX, and VSDC. This is a technical, internal regulation governing the relationship between the state regulator and market infrastructure operators (VNX, HOSE, HNX, VSDC). It does not create new direct compliance obligations for SMEs, household businesses, or individuals. Listed and public companies are only indirectly affected through the existing disclosure-supervision framework.

Overview

Consolidated Document No. 11/VBHN-BTC, issued by the Ministry of Finance, merges Circular No. 06/2022/TT-BTC dated February 8, 2022 (effective March 24, 2022) with the amendments introduced by Circular No. 138/2025/TT-BTC dated December 30, 2025 (effective March 1, 2026). The consolidated document does not replace the two underlying circulars; it exists purely for ease of reference. It provides guidance on the State Securities Commission's (SSC) compliance supervision of the securities-market activities of the Vietnam Stock Exchange (VNX) and its subsidiaries (the Ho Chi Minh Stock Exchange - HOSE, and the Hanoi Stock Exchange - HNX), as well as the Vietnam Securities Depository and Clearing Corporation (VSDC) and its subsidiaries.

Scope and applicability

The circular governs the SSC's supervision of VNX's and its subsidiaries' (HOSE, HNX) compliance with securities and securities-market laws in organizing and conducting securities operations, as well as VSDC's and its subsidiaries' compliance.

SSC powers and responsibilities

The SSC holds the following powers over VNX, HOSE, HNX, and VSDC:

  • Drafting legal instruments on compliance supervision and issuing professional guidance within its authority.
  • Approving VNX's and VSDC's operating regulations; requiring amendments where necessary.
  • Supervising compliance with securities laws in the operations of the above entities.
  • Suspending or annulling decisions related to operational activities; directing necessary actions to protect investors' lawful rights and interests.
  • Preparing an annual inspection and supervision plan; conducting periodic inspections or ad-hoc checks when needed.
  • Handling securities-law violations directly or referring them to the competent authority.
  • Reporting compliance-supervision results to the Ministry of Finance as required.

Supervision methods

The SSC supervises compliance based on: (i) periodic and ad-hoc reports from VNX, HOSE, HNX, and VSDC; (ii) feedback from market participants and public media sources; (iii) an annual periodic inspection plan; and (iv) ad-hoc inspections when necessary.

Obligations of VNX, HOSE, HNX, and VSDC

These entities must: submit to SSC inspection and supervision; report explanations and remediation plans for SSC conclusions and recommendations; propose amendments to relevant legal regulations when needed; comply with the reporting regime and delegate reporting obligations to subordinate units (HOSE and HNX report through VNX); and archive and secure operational records and data while providing complete, accurate, and timely information to the SSC as requested.

Scope of compliance supervision

Rule issuance and public communication

The SSC supervises the issuance, amendment, and repeal of internal regulations and other instruments governing VNX's and its subsidiaries' operations, as well as their coordination on investor education and public communication about securities and the securities market.

Supervision of VNX

Coverage includes: drafting and issuing regulations on listing, trading, information disclosure, and membership; organizing the trading market; approving or revoking membership status and handling member violations; VNX's own reporting and disclosure obligations; general oversight of trading activity, cross-market trading, and disclosure by listed/registered companies and disclosure-obligated investors; ensuring continuous, transparent, fair, orderly, safe, and efficient market operation; internal compliance control; and record-keeping.

Supervision of HOSE and HNX

Coverage includes: organizing and operating the trading market within their assigned scope; reporting and disclosure obligations; supervising trading activity and disclosure by listed/registered companies; issuing warnings and imposing trading controls or restrictions; approving, changing, or revoking listing or trading registration; and inspecting and handling violations by listed/registered companies under VNX's regulations.

Periodic reporting regime

The circular includes appendices setting out the monthly periodic reporting templates that VNX, HOSE, HNX, and VSDC must submit to the SSC, covering data on listing/registration case processing, violations by listed companies, major shareholders and insiders, auction and mediation activities, trading supervision, securities registration and depository operations, and VSDC's membership management. These are internal statistical templates for supervisory purposes and do not impose new obligations on businesses outside the securities market infrastructure.

Key amendments under Circular 138/2025/TT-BTC

Circular 138/2025/TT-BTC updates the legal basis, citing the Securities Law No. 54/2019/QH14 as amended by Law No. 56/2024/QH15, and Decree No. 29/2025/ND-CP (as amended by Decree No. 166/2025/ND-CP) on the Ministry of Finance's functions and organizational structure. Substantively, it replaces the phrase «Vietnam Stock Exchange and its subsidiaries» with «Vietnam Stock Exchange and subsidiary», extends VSDC's supervision scope and reporting obligations to VSDC's own subsidiaries, amends several clauses in Articles 2, 6, 8, and 9, substantively amends Article 11 (VSDC's operational-supervision article), and replaces the monthly periodic reporting appendices of both VNX (Appendix I with Appendix III) and VSDC (Appendix II with Appendix IV).

Effective dates

Circular No. 06/2022/TT-BTC took effect on March 24, 2022. The amendments under Circular No. 138/2025/TT-BTC take effect on March 1, 2026.

11/VBHN-BTCEffective: March 1, 2026