[Last updated: 1 January 2024, unless otherwise noted]

The listing requirements are set forth in the Law on Securities, Decree No. 155/2020/ND-CP issued by the Government dated 31 December 2020 (Decree No. 155), Decision No. 85/QD-SGDHCM issued by the HOSE dated 19 March 2018, promulgating regulations on listing securities at the HOSE, and Decision No. 17/QD-HDTV issued by the Members' Council of the VNX dated 31 March 2022, promulgating regulations for listing securities and trading listed securities.

Per Article 123 of Decree No. 155, other than the common listing requirements applicable for a domestic company listing on the HOSE, a foreign company is further required to meet the requirements for listing set out below:

• The securities of the foreign issuer must already have been offered for public sale in Vietnam in accordance with the securities law of Vietnam.
• The number of securities registered for listing must correspond to the number of securities permitted to be offered for sale in Vietnam.
• The foreign issuer must engage a securities company established and operating in Vietnam to provide consultancy services for the listing of the securities.
• The foreign issuer must comply with Vietnamese law on foreign exchange control.

Financial requirements. The main financial criteria for listing shares on the HOSE include:

• Being a Joint Stock Company (JSC) with a minimum amount of paid-up charter capital of VND30 billion (approximately US$1.23 million), and concurrently, a market capitalization of at least VND30 billion (approximately US$1.23 million) at the time of registration for listing.
• Return on equity of at least 5% in the preceding year.
• Profitable for two consecutive years prior to the year of registration for listing.
• No accumulative losses up to the year of registration for listing, based on the most recent audited annual financial statements or reviewed six-month financial statements where application for listing is made after preparation of six-month financial statements.
• No debts overdue for more than one year.

Ongoing financial requirements. In order to maintain a listing on the HOSE, the company must ensure the following financial requirements are met:

• Paid-up charter capital of at least VND30 billion (approximately US$1.23 million).
• Its business and production do not suffer a loss for three consecutive years.
• Its total accumulated losses in the most recent audited financial statements do not exceed its paid-up charter capital.

Operating history. The company must have traded on the Unlisted Public Company Market (UPCoM) for at least two years, unless the company is an equitized state-owned enterprise or has already conducted a public offering of its shares as at the time of the listing registration.

Ownership requirement. At least 15% (10% if the charter capital is over VND1,000 billion) of the company’s voting shares must be held (at all times) by at least 100 non-major shareholders (that is, shareholders owning less than 5% each of the voting shares of the company), except for equitized enterprises (which are enterprises converted into a JSC in accordance with the law on conversion of State-owned enterprises and single member limited liability companies of enterprises in which the State holds 100% of the charter capital into JSCs).

Corporate approval. Approval for the listing must have been granted by a General Meeting of Shareholders of the company (GMS).

Undertaking of controlling shareholders. The following persons must undertake to hold 100% of the shares they own for six months from the first date of trading of shares on the HOSE and 50% of such shares for the following six months, excluding shares owned by the State, held by the individuals listed below as representatives of the State:

• Shareholders being individuals or organizations whose ownership representatives are Chairpersons of the Board of Management (BOM), members of the BOM, Chiefs of the Board of Controllers (BOC), members of the BOC, the general director (director), deputy general director (deputy director), chief financial officer, chief accountant and equivalent positions elected by the GMS or appointed by the BOM.
• Any major shareholder who is a related person of any person listed above (collectively, Controlling Shareholders).

Listed shares are not required to be placed into escrow or otherwise refrained from being traded for the purpose of listing.

Qualification of the company and its legal representative. Neither the company nor its legal representative has, in the two years up until the time of registration for listing, been subject to a penalty for a strictly prohibited practice in securities and securities market activities as prescribed in Article 12 of the Law on Securities.

Corporate governance. Before becoming a public company and listing, the company is only required to comply with general corporate governance applicable to all JSCs. After becoming a public company and listing, the listed company must satisfy stricter requirements with respect to its corporate governance. See Section 5 below for further information.

Advisor. All non-securities companies are required to have appointed a securities company as their listing application advisor.

Interviews with the HOSE. A company seeking a listing on the HOSE is not required by law to conduct any interviews with the HOSE. However, in practice, the HOSE may request a meeting with the company registered for listing if it deems it necessary for the purpose of handling the listing dossier.

Minimum trading price. By law, each share holds a par value of VND10,000 (approximately US$0.41). As a result, in principle, the initial listing price of the share cannot be lower than such par value.

Currency. Listed shares must be traded and settled in Vietnamese Dong.

Clearing of trades. All shares must be deposited at VSDC before listing.

Compliance advisor. The newly listed company is not required to appoint a compliance advisor.