CAEX's Capital Stack: How Resolution 05's Ownership Rules Work in Practice

Vietnam's crypto pilot programme is no longer an abstraction. The capital stack behind CAEX — Vietnam Prosperity Crypto Asset Exchange — is the first concrete example of how Resolution No. 05/2025/NQ-CP's ownership rules translate from gazette text into corporate structure. For international firms evaluating Vietnam's digital asset market, this is the worked example that makes the rules legible.

The three rules that define the playing field#

Resolution No. 05/2025/NQ-CP, issued on 9 September 2025, established Vietnam's five-year pilot programme for regulated crypto asset exchanges. Three structural constraints matter more than everything else in the resolution combined:

VND 10 trillion minimum charter capital. At roughly USD 380 million, this is not a threshold that any single Vietnamese fintech can meet alone. It is designed to force consortium structures and filter out undercapitalised applicants.

65% organisational shareholder rule. At least two-thirds of equity must be held by "organisational shareholders" — defined as commercial banks, securities companies, fund management companies, insurance firms, or technology companies. Individual shareholders cannot anchor a licence application.

49% foreign ownership cap. Foreign investors can hold meaningful stakes, but not control. This is consistent with Vietnam's broader foreign investment framework and signals that the pilot is designed for domestic-led, internationally-supported structures.

The Ministry of Finance began accepting applications on 20 January 2026 under Decision No. 96/QĐ-BTC. Seven entities applied. Five were shortlisted — two were rejected for incomplete documentation — and the MoF is now coordinating its review with the Ministry of Public Security and the State Bank of Vietnam (SBV) before issuing final pilot licences.

CAEX: the capital stack, unpacked#

CAEX was incorporated in September 2025 with an initial charter capital of VND 25 billion — roughly USD 950,000, or about 0.25% of the VND 10 trillion requirement. This was a placeholder: enough to establish the legal entity while the real capitalisation work happened behind the scenes.

The founding shareholders are VPBankS (Vietnam Prosperity Securities, the brokerage arm of VPBank) and LynkiD, a digital identity and loyalty platform within the VPBank ecosystem. Both are domestic organisational shareholders, satisfying Resolution 05's 65% rule from inception.

In early April 2026, two foreign investors made equity investments into CAEX: OKX Ventures (the investment arm of the OKX exchange, one of the world's largest crypto trading platforms) and HashKey Capital (via its HashKey Fintech Investment Fund III). The stated purpose was to help CAEX meet the VND 10 trillion capital threshold before the MoF's review window closes. Neither party has disclosed its exact investment amount.

Then, on 14–15 April 2026 — reports vary by one day — VPBank and OKX signed a separate Strategic Memorandum of Understanding covering four areas: strategic consulting and operational knowledge transfer, technology solutions for digital asset trading, compliant liquidity connectivity for the CAEX platform, and broader blockchain applications across VPBank's banking operations.

This is the architecture that matters. Not one deal, but three interlocking arrangements — and each one maps to a specific constraint in Resolution 05.

What the structure reveals#

Domestic anchor, not domestic operator#

VPBank is not the licensed entity. CAEX is. VPBank's role is to provide ecosystem trust, a 30-million-customer banking base, payment rails, and regulatory credibility with the MoF and SBV. VPBankS holds the equity stake that satisfies the organisational shareholder requirement. But the exchange itself is a separate joint stock company with its own governance.

This distinction matters for risk management. If CAEX encounters regulatory problems or operational failures, VPBank has structural separation. If CAEX succeeds, VPBank captures upside through its equity stake and the broader digital ecosystem it is building. The bank is the legitimiser, not the operator — a pattern familiar from traditional securities exchange structures across Southeast Asia.

Foreign capital as minority partner, not controller#

OKX Ventures and HashKey Capital sit below the 49% ceiling. Their capital is essential — CAEX needed hundreds of millions of dollars to clear the VND 10 trillion bar — but their governance rights are structurally limited. They are investors, not operators.

This is the only model Resolution 05 permits for international exchange operators. A firm like OKX cannot hold a Vietnamese crypto exchange licence directly. It cannot hold a majority stake. It can, however, be a significant minority shareholder with board representation, contribute capital that makes the licence application viable, and extract returns if the exchange succeeds.

For international firms evaluating Vietnam, the implication is clear: you are positioning as a partner, not a principal. The question is not "Can we get a licence?" but "Which domestic consortium do we join, and what do we bring to the table?"

Technology and liquidity structured outside equity#

This is perhaps the most instructive element of the CAEX arrangement. OKX's substantive contributions — its trading technology, compliance frameworks, order book connectivity, and operational expertise — are delivered through the bilateral MoU between VPBank and OKX, not through the equity relationship with CAEX.

The structural split is deliberate. Equity stakes are visible in corporate registrations and subject to ownership-cap scrutiny. A technology and services MoU is a commercial contract — still subject to regulatory review, but governed by different rules and carrying different optics. By separating the technology relationship from the ownership relationship, the CAEX consortium manages both the letter and the spirit of Resolution 05's foreign-ownership constraints.

This echoes a pattern visible in the Binance-VIFC MoU: international crypto firms engaging Vietnam through advisory and technology agreements rather than direct licensing. The difference is that the OKX arrangement is paired with an actual equity investment into a specific licence applicant — making it more concrete than Binance's broader framework agreement.

HashKey as compliance credential#

HashKey Exchange holds Hong Kong Securities and Futures Commission (SFC) Type 1 (dealing in securities) and Type 7 (automated trading services) licences, along with ISO 27001 and ISO 27701 certifications. Its participation is not incidental. Having an SFC-licensed exchange as a shareholder signals to the MoF and SBV that CAEX has access to compliance expertise tested against one of Asia's most rigorous regulatory regimes.

Expect this pattern to recur. As the other four shortlisted applicants finalise their capital stacks, look for similar partnerships with internationally licensed exchanges — entities that can demonstrate to Vietnamese regulators that their compliance frameworks have been validated elsewhere.

The competitive field#

CAEX is not alone. The five shortlisted applicants are:

• CAEX — VPBank ecosystem (VPBankS + LynkiD), with OKX Ventures and HashKey Capital as foreign investors
• TCEX — Techcombank ecosystem
• VIXEX — VIX Securities ecosystem
• LPEX — Loc Phat Vietnam
• Vietnam Digital Assets JSC

The presence of both VPBank and Techcombank — Vietnam's two largest private banks by market capitalisation — in the shortlist is significant. It suggests the MoF views bank-sponsored structures as the baseline model for credible applications. The 65% organisational shareholder rule almost guarantees this: few entities outside the banking and securities sector can contribute the required capital and institutional credibility.

TCEX's Techcombank backing means the VPBank-OKX arrangement is not unique in its bank-sponsorship model, even if the VPBank-OKX MoU appears to be the first such partnership to be publicly formalised in detail. The competitive dynamics among these five applicants — and the international partners they each attract — will shape Vietnam's crypto market structure for the duration of the five-year pilot.

What this means for international firms#

Resolution 05 creates a market that is open to foreign participation but closed to foreign control. The CAEX capital stack makes the permissible entry points concrete:

Minority equity investor. Contribute capital toward the VND 10 trillion threshold. Take a stake below 49%. Gain board representation and economic exposure. This is the OKX Ventures and HashKey Capital model.

Technology and infrastructure provider. Supply trading systems, custody solutions, compliance technology, or liquidity connectivity through commercial agreements. This is the OKX MoU model — and likely the most accessible path for international firms that lack the capital for a significant equity position.

Liquidity connector. Provide access to global order books and market-making capacity. Resolution 05's implementing rules will determine how much offshore liquidity connectivity is permissible, but the OKX MoU's explicit mention of "compliant liquidity connectivity" suggests this is being negotiated with regulators in real time.

What you cannot do: hold a licence, hold a majority stake, or operate the exchange. Vietnam's digital asset framework is designed to build domestic institutional capacity with international support — not to outsource market infrastructure to foreign operators.

Firms already exploring fintech and digital asset pathways into the VIFC should note that the crypto exchange pilot operates under a separate regulatory track from the broader fintech sandbox under Decree 94. The capital requirements, ownership rules, and supervisory arrangements are materially different.

What to watch#

Three things will determine whether the CAEX model becomes the template or an outlier:

The other four capital stacks. As TCEX, VIXEX, LPEX, and Vietnam Digital Assets JSC finalise their investor rosters, we will see whether the bank-plus-international-exchange model is universal or whether alternative structures — such as securities-firm-led or tech-company-led consortia — can also clear the MoF's bar.

The MoF's licensing decisions. The ministry is coordinating with the Ministry of Public Security and the SBV. The security review will scrutinise beneficial ownership, AML controls, and the operational independence of Vietnamese licence holders from their foreign partners. How the MoF evaluates the equity-versus-MoU structural split will set precedent for future applicants.

Implementing detail on foreign-currency transactions and offshore connectivity. Resolution 05 establishes the ownership architecture, but the operational rules — whether CAEX can list foreign-denominated tokens, connect to offshore liquidity pools, or settle in currencies other than Vietnamese dong — remain under development. The answers will determine whether Vietnam's pilot exchanges are domestic sandboxes or genuinely connected to global crypto markets.

The CAEX capital stack is a proof of concept for Resolution 05's ownership architecture. It will not be the last such structure — but it is the first one international firms can study, benchmark against, and use to plan their own Vietnam entry strategy.

This analysis reflects information available as of 18 April 2026. We will update it as the MoF issues final licensing decisions and additional capital-stack details are disclosed.