The Vietnam State Securities Commission published a briefing on the Ministry of Finance’s Circular 122/2025/TT-BTC, which updates the regulatory framework for covered warrants, including requirements for offering, listing, trading, settlement, reporting and disclosure. The circular takes effect on 6 February 2026 and replaces Circular 107/2016/TT-BTC. The circular defines covered warrants as cash-settled call warrants exercisable only on the maturity date and sets general parameters such as warrant term, pricing, minimum offering size and naming conventions. It largely carries over rules on eligible underlying securities and issuance limits, including criteria for underlying shares to be listed and included in the VN30 or HNX30 indices, meet liquidity and listing-history requirements, and satisfy operating performance conditions at the underlying issuer, while prohibiting issuance on the issuer’s own shares or those of related organisations. Operational requirements for warrant issuers cover standardised offering and distribution-report templates, adjustments when the underlying security changes, market-making, hedging, and special handling measures where the issuer fails to perform or is subject to merger, dissolution or bankruptcy, or where required by the stock exchange; trades are executed through the stock exchange’s system and settled under Vietnam Securities Depository and Clearing Corporation procedures. Reporting and disclosure provisions regulate market-sounding and product-introduction information, impose issuer reporting and disclosure obligations, require disclosures when insiders of the underlying issuer and their related persons trade covered warrants, and set periodic and ad hoc reporting duties for custodian banks.

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