'Open' for listed FDI enterprises, expecting more quality goods

(Chinhphu.vn) - The stock market has entered a new phase with increasingly diverse, transparent and high-quality goods. Encouraging FDI enterprises to list is expected to open up a good source of stocks, attract international capital flows and increase market competitiveness.

Conference to disseminate some contents related to listing and registration of transactions of economic organizations with foreign investment capital - Photo: VGP/HT

Demand for product diversity

On December 9, the State Securities Commission (SSC) held a conference to disseminate regulations related to listing and trading registration of economic organizations with foreign investment capital.

Speaking at the conference, the Chairwoman of the State Securities Commission, Vu Thi Chan Phuong, said that 2025 marks the 25th anniversary of the formation and development of the Vietnamese stock market, with two important milestones: the launch of the KRX trading system and Vietnam's upgrade to a secondary emerging market by FTSE on October 8th.

According to Ms. Phuong, these results show the efforts of the Government and management agencies in perfecting institutions, upgrading infrastructure and standardizing market operations. The service quality of securities companies, the clearing and settlement mechanism and the transparency of listed enterprises have all improved significantly.

However, she emphasized that the upgrade is only the beginning. The bigger challenge is maintaining the ranking and developing the market in depth, with diversification of listed stocks being a key requirement. The quality of the stocks will determine the attractiveness of capital flows, especially to foreign investors.

Currently, the commodity structure is still focused on banking, finance and real estate. The participation of large-scale FDI enterprises with global production chains is expected to create a "new breeze" for the market. Although only 10 FDI enterprises have listed or registered for trading, there are many long-standing FDI enterprises in Vietnam that are qualified and want to go public.

Ms. Phuong believes that there is no reason for Vietnamese enterprises to be listed while FDI enterprises are left out, as long as they meet regulations and comply with supervision. Stronger participation of the FDI sector will help the market become more diversified in terms of industries and more balanced in terms of the structure of listed enterprises.

Ms. Vu Thi Chan Phuong - Chairwoman of the State Securities Commission spoke at the Conference - Photo: VGP/HT

Removing legal obstacles for FDI enterprises to confidently list on the stock exchange

Adding a legal perspective, Mr. Tran Tien Dung, Head of the Public Company Supervision Board (SSC), said that the number of FDI enterprises participating in the Vietnamese stock market is still very limited, with a total number of shares of only about 1.2 billion units, equivalent to 0.17% of the total market. In the period when the market enters a new development cycle, promoting the listing of FDI enterprises is considered an important factor in helping to perfect the market structure and increase the attraction of international capital flows.

In terms of policy, Vietnam maintains a non-discriminatory stance between domestic and FDI enterprises. This spirit is clearly reflected in Resolution 50-NQ/TW on improving the institutional framework for attracting foreign investment and Resolution 68-NQ/TW on developing the private economy. From a legal perspective, the 2019 Securities Law and its 2024 amendments uniformly apply regulations on public companies, without discrimination based on capital source or nationality.

However, according to Mr. Dung, when preparing for listing, FDI enterprises need to pay attention to technical requirements such as converting their operating model, handling foreign investors' shares, transfer conditions and information disclosure obligations. Enterprises conducting IPOs need to comply with regulations on charter capital audit reports according to Circular 19/2025/TT-BTC. When registering as a public company or registering for trading, enterprises apply Articles 32, 33 and 34 of the Securities Law.

At the conference, representatives of the management agency answered many practical questions from businesses. Vice Chairman of the State Securities Commission Hoang Van Thu said that the securities law is a general framework, but FDI enterprises wishing to access the market need to consider additional regulations in specialized laws, especially Decree 31 on restricted industries for foreign investors. Particularly in the real estate sector, the foreign ownership ratio must be determined according to each type of business, not based on a single industry code.

"If the law does not restrict it, foreign investors can own up to 100%," Mr. Thu emphasized, and recommended that businesses consult the Ministry of Construction when encountering complicated cases.

From an investment perspective, Ms. Bui Thu Thuy, Deputy Director of the Foreign Investment Department, said that the current Investment Law clearly defines FDI enterprises: as long as foreign investors contribute capital, they are identified as economic organizations with foreign investment capital. In cases where foreign investors hold more than 50% of capital or control the business activities, this will be determined from time to time, due to continuous capital fluctuations. She emphasized the principle of equality between FDI enterprises and domestic enterprises, except for security, defense or industries on the list of restricted sectors according to international commitments.

Some FDI projects from the 1990s have transfer or compensation conditions upon listing that need to be carefully reviewed to ensure investor rights and avoid legal risks. These are special cases, requiring an approach appropriate to the nature of each project.

Representatives of the Ho Chi Minh City Stock Exchange (HOSE) also provided many guidelines for businesses. According to HOSE, listing dossiers must have audited financial statements of the last two years, and do not require the fiscal year to coincide with the calendar year. For mergers, consolidations or restructuring activities, businesses need to compare the provisions of Decree 155 and 245, especially the criteria on transaction value and the time of filing.

Regarding the qualified opinion in the audit report, the State Securities Commission stated that the general principle is that the report must be accepted in full, but if the qualified opinion does not affect the offering conditions, the enterprise can still proceed with the IPO after confirmation from an independent auditor. The conversion of FDI enterprises to the joint-stock company model is carried out according to the Enterprise Law and Decree 125, consistent with domestic enterprises.

Mr. Minh

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Source: https://baochinhphu.vn/mo-cho-doanh-nghiep-fdi-niem-yet-ky-vong-them-hang-hoa-chat-luong-102251209180424059.htm