HANOI: Lawmakers call for clearer rules governing the restructuring of stock exchanges and measures to facilitate foreign investment as the National Assembly (NA) considers amendments to the Law on Securities.
The proposals were raised during a plenary discussion at the ongoing second session of the 16th National Assembly (NA), chaired by NA president Tran Thanh Man and conducted by vice-president Nguyen Thi Hong.
Lawmakers said Vietnam’s stock market had made significant contributions to the economy over the past 30 years, becoming an important channel for businesses to raise capital.
The market was officially upgraded by FTSE Russell in 2026, while bank credit currently accounts for around 145% of gross domestic product.
Tran Anh Tuan, an NA deputy from Ho Chi Minh City, supported the proposal to avoid permanently fixing the stock exchange structure as a single exchange with subsidiaries, instead allowing the Prime Minister to decide on the specific model.
However, drawing on international experience in Singapore, South Korea and Japan, Tuan proposed adding four guiding principles to Article 43 of the draft law.
These included ensuring unified and continuous trading infrastructure; organising market surveillance independently from the exchange’s commercial activities, ensuring restructuring does not disrupt trading or undermine the rights of market participants and investors, and requiring a detailed proposal and impact assessment before adopting a new model.
Tuan also mentioned the requirement for the Prime Minister to issue a decision on the exchange model within one year after the law takes effect.
If the current structure continued to operate effectively, he said, there should be no automatic requirement to change it.
He also highlighted foreign ownership limits, commonly known as foreign rooms, as a major obstacle to attracting overseas investment in Vietnamese equities.
Tuan noted that an international index provider had not included Vietnam on its watchlist for a potential market upgrade during its six-month assessment this year, while restrictions on foreign ownership in some stocks remained a significant barrier.
Drawing on Thailand’s experience, Tuan proposed exploring non-voting depositary receipts as a way to facilitate foreign investment in companies that have reached their foreign ownership limits.
Under this approach, foreign investors could receive dividends and other financial benefits associated with the underlying shares without obtaining voting rights. This could enable companies to attract additional foreign capital without changing their governance structures or voting control.
“The instrument is already provided for under the Law on Enterprises and Decree 153/2020/ND-CP, which assigns issuance to an exchange subsidiary, but it has yet to be carried out in practice,” Tuan said.
He called on the regulators to clarify which entity would issue these instruments under the new exchange structure and for the government to issue detailed implementation guidance, allowing foreign investors to access stocks that have reached their ownership limits.
Tran Dinh Gia, a deputy from Ha Tinh Province, supported the proposal to give the PM authority to determine the exchanges’ organisational model, ownership structure, functions, rights and obligations based on recommendations from the Minister of Finance.
However, Gia also called for clearer transitional arrangements in the event of restructuring.
He said the law should establish appropriate mechanisms for managing state capital, assets, personnel, contracts and related obligations during the transition. — Viet Nam News/ANN
