Thông tư 77/2020/TT-BTC

CIRCULAR

PROVIDING GUIDANCE ON GOVERNMENT'S DECREE NO. 81/2020/ND-CP DATED JULY 09, 2020 ON AMENDMENTS TO GOVERNMENT’S DECREE NO. 163/2018/ND-CP DATED DECEMBER 04, 2018 ON ISSUANCE OF CORPORATE BONDS

Pursuant to the Government’s Decree No. 87/2017/ND-CP dated July 26, 2017 defining functions, tasks, powers and organizational structure of the Ministry of Finance;

Pursuant to the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds;

Pursuant to the Government’s Decree No. 81/2020/ND-CP dated July 09, 2020 on amendments to the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds;

Pursuant to the Government’s Decree No. 09/2019/ND-CP dated January 24, 2019 prescribing reporting regime for state administrative agencies;

At the request of the Director of the Department of Banking and Financial Institutions;

The Minister of Finance promulgates a Circular providing guidance on the Government's Decree No. 81/2020/ND-CP dated July 09, 2020 on amendments to the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Circular provides guidance on some contents of the Government's Decree No. 81/2020/ND-CP dated July 09, 2020 on amendments to the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds (hereinafter referred to as “Decree No. 81/2020/ND-CP”), including:

a) Publishing of information by bond issuers;

b) Publishing of information on the corporate bond information webpage;

c) Reporting by Stock Exchange, counseling organizations and depository.

2. Apart from the compliance with regulations herein, the bond issuers that are publicly-traded companies and securities-trading organizations are required to comply with regulations on information publishing and reporting in the Law on securities.

Article 2. Regulated entities

1. Enterprises issuing corporate bonds through private placement in accordance with the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 on issuance of corporate bonds (hereinafter referred to as “Decree No. 163/2018/ND-CP”) and Decree No. 81/2020/ND-CP .

2. Organizations providing counseling, bidding, brokerage or guarantee services for issuance of corporate bonds; depository.

3. Hanoi Stock Exchange (HNX).

4. Organizations and individuals providing services relating to bond issuance, registration, depositing and trading of corporate bonds through private placement.

Chapter II

PUBLISHING OF INFORMATION

Section 1. Publishing of information by bond issuers

Article 3. Publishing of information before a bond issue

1. An issuer of bonds in the domestic market shall publish information before its bond issue for the investors registering for bond purchase and send the published information to HNX in accordance with regulations in Clause 9 and Clause 11 Article 1 of the Decree No. 81/2020/ND-CP. The sheet of information to be published before the bond issue must bear the signature of the issuer’s legal representative or person authorized to publish information and the issuer’s seal.

2. Issuers of bonds in international market shall send their published information to HNX in accordance with regulations in Article 27 of Decree No. 163/2018/ND-CP .

Article 4. Publishing of information concerning issuance results

1. Issuers of bonds in the domestic market shall publish information concerning their bond issuance results in accordance with regulations in Clause 1 Article 23 of Decree No. 163/2018/ND-CP. Issuers of bonds in the international market shall publish information concerning their bond issuance results in accordance with regulations in Article 28 of Decree No. 163/2018/ND-CP .

2. When sending published information concerning their bond issuance results to HNX as prescribed in Clause 1 of this Article, issuers shall also send the information specified in the form in Appendix I enclosed herewith to HNX for publishing on the corporate bond information webpage.

Article 5. Periodic information publishing

1. Issuers of bonds in the domestic market shall publish periodic information in accordance with regulations in Article 24 of Decree No. 163/2018/ND-CP and Clause 10 Article 1 of Decree No. 81/2020/ND-CP. When sending published periodic information to HNX, issuers shall also send the information specified in the form in Appendix II enclosed herewith to HNX for publishing on the corporate bond information webpage.

2. Periodic information publishing shall be made according to the fiscal year. To be specific:

a) Within 60 days of the end of the first 06 months of the fiscal year, 06-month periodic information will be published;

b) Within 90 days of the end of the fiscal year, annual periodic information will be published.

Article 6. Ad hoc information publishing and publishing of information on convertible bonds, warrant-linked bonds, redemption of bonds before maturity and bond swap

1. Issuers of bonds in the domestic market shall publish ad hoc information in accordance with regulations in Article 25 of Decree No. 163/2018/ND-CP .

2. Issuers of bonds in the domestic market shall publish information on conversion from convertible bonds into shares, exercise of the right to purchase shares by holders of warrant-linked bonds, redemption of bonds before maturity or bond swap as prescribed in Article 26 of Decree No. 163/2018/ND-CP. The issuers shall also send the information specified in the form in Appendix III enclosed herewith to HNX for publishing on the corporate bond information webpage.

Section 2. Publishing of information on corporate bond information webpage

Article 7. Publishing of information on corporate bond information webpage of Stock Exchange

1. HNX shall publish information on the corporate bond information webpage of Stock Exchange in accordance with regulations in Article 29 of Decree No. 163/2018/ND-CP as follows:

a) Published information on issuance results, periodic information and information on convertible bonds, warrant-linked bonds, redemption of bonds before maturity and bond swap include information provided by the issuers to HNX according to the forms in Appendix I, Appendix II and Appendix III enclosed herewith. Information must be published within 05 working days from the date on which HNX receives it from the bond issuer.

b) Published ad hoc information includes the information provided by the issuers to HNX as prescribed in Article 25 of Decree No. 163/2018/ND-CP. Information must be published within 01 working day from the date on which HNX receives it from the bond issuer.

2. Monthly, quarterly and annually, HNX shall consolidate and publish the following information on issuance of corporate bonds on the corporate bond information webpage:

a) With regard to issuance of corporate bonds on the domestic market:

- The number of bond issues, total number of issuers during the period, and total number of bonds issued during the period;

- Information on issuance of corporate bonds during the period, including: name of issuer, name/code of bond (if any), date of issuance, quantity, face value, maturity date, method of interest payment (fixed or floating interest rate), terms for redemption of bonds before maturity or bond swap (if any);

- Times of conversion from bonds into shares, exercise of right to purchase shares by holders of warrant-linked bonds, redemption of bonds before maturity and bond swap during the reporting period.

b) With regard to issuance of corporate bonds on the international market:

- The number of issues of bonds on the international market in the period, number of bonds issued and issuance market;

- Information on issuance of corporate bonds during the period, including: name of issuer, name/code of bond (if any), date of issuance, quantity and maturity date.

Chapter III

REPORTING

Article 8. Reporting by counseling organizations

1. Every counseling organization shall submit reports on its provision of counseling for issuance of corporate bonds on the basis of every 06 months and annual basis as prescribed in Clause 12 Article 1 of Decree No. 81/2020/ND-CP. A report shall, inter alia, include:

a) The number of counseling service contracts signed during the period and number of bonds issued during the period;

b) The compliance with regulations on bond issuance conditions and dossiers by the counseling service contracts performed during the period as prescribed in the Decree No. 163/2018/ND-CP and Decree No. 81/2020/ND-CP .

2. Recipients, form and method of submission of reports: Counseling organizations shall send paper reports and their electronic files to the Department of Banking and Financial Institutions affiliated to the Ministry of Finance - No. 28, Tran Hung Dao Street, Hoan Kiem District, Hanoi City (email: [email protected]); counseling organizations that are securities companies must also send paper reports to the State Securities Commission of Vietnam – No. 234, Luong The Vinh Street, Thanh Xuan District, Hanoi City.

3. Deadlines for submission of reports:

a) 06-month report shall be submitted by July 31 every year;

b) Annual report shall be submitted by January 31 of the following year.

Article 9. Reporting by depository

1. The depository shall submit reports on bond trading results, registration and depositing of corporate bonds issued through private placement as prescribed in Clause 12 Article 1 of Decree No. 81/2020/ND-CP. Such reports are prepared according the form in the Appendix IV enclosed herewith.

2. Recipients, form and method of submission of reports:

a) Reports on bond trading results shall be electronically sent to HNX (email: traiphieudoanhnghiep@hnx. vn);

b) The depository shall periodically send paper reports on registration and depositing of corporate bonds issued through private placement and their electronic files to HNX – No. 2, Phan Chu Trinh Street, Hoan Kiem District, Hanoi City (email: traiphieudoanhnghiep@hnx. vn).

3. Deadlines for submission of reports:

a) Report on bond trading results prescribed in Point a Clause 2 of this Article shall be submitted within 01 working day from the completion of transfer of bonds;

b) Monthly, quarterly and annual reports on the information prescribed in Point b Clause 2 of this Article shall be submitted respectively within 05 days of the following, 10 days of the first month of the following quarter and by January 25 of the following year.

Article 10. Periodic reports of Stock Exchange

1. HNX shall submit periodic reports on issuance and trading of corporate bonds as prescribed in Clause 12 Article 1 of Decree No. 81/2020/ND-CP ; 06-month and annual reports must have the following additional information:

a) The owner's equity of the issuer as indicated in its half-year or annual financial statements which is included in published periodic information of the issuer as prescribed in Clause 2 Article 24 of Decree No. 163/2018/ND-CP ;

b) The number of bonds issued by each issuer during the period;

c) Total number of deposited bonds at the end of period as reported by the depository;

d) The evaluation and assessment of issuance and trading of corporate bonds during the period.

2. Recipients, form and method of submission of reports: HNX shall send paper reports and their electronic files to the Department of Banking and Financial Institutions affiliated to the Ministry of Finance - No. 28, Tran Hung Dao Street, Hoan Kiem District, Hanoi City (email: baocaotpdn. tcnh@mof. gov. vn).

3. Deadlines for submission of reports:

a) A monthly report shall be submitted by the 10^th day of the following month;

b) A quarter report shall be submitted by the last day of the first month of the following quarter; 06-month report shall be submitted by September 30;

c) An annual report shall be submitted by April 29 of the following year.

Chapter IV

IMPLEMENTATION

Article 11. Effect

1. This Circular comes into force from September 28, 2020.

2. Enterprises that issue bonds before the Decree No. 81/2020/ND-CP comes into force shall publish periodic information, ad hoc information and information on convertible bonds, warrant-linked bonds, redemption of bonds before maturity and bond swap (if any) in accordance with regulations in Article 5 and Article 6 hereof.

Article 12. Implementation organization

1. The Chief of Office of the Ministry of Finance, Director of Department of Banking and Financial Institutions, heads of relevant agencies affiliated to the Ministry of Finance, the State Securities Commission of Vietnam, Hanoi Stock Exchange, issuers, counseling organizations, depository and relevant organizations and individuals are responsible for the implementation of this Circular.

2. HNX shall proactively report any cases of failure to comply with regulations on information publishing and reporting or unlawful information detected during its receipt and consolidation of information provided by issuers and reports by depository to the Ministry of Finance and the State Securities Commission of Vietnam./.