Nghị định 153/2020/ND-CP

DECREE

PRESCRIBING PRIVATE PLACEMENT AND TRADING OF PRIVATELY PLACED CORPORATE BONDS IN DOMESTIC MARKET AND OFFERING OF CORPORATE BONDS IN INTERNATIONAL MARKET

Pursuant to the Law on Government Organization dated June 19, 2015 and the Law on Amendments to the Law on Government Organization and the Law on Local Government Organization dated November 22, 2019;

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

At the request of the Minister of Finance;

The Government promulgates a Decree prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Decree deals with the private placement and trading of privately placed corporate bonds in the territory of the Socialist Republic of Vietnam and the offering of corporate bonds in international market.

2. This Decree shall not apply to the public offering and trading of corporate bonds in the domestic market in accordance with the Law on Securities No. 54/2019/QH14.

Article 2. Regulated entities

1. Issuers that are joint-stock companies or limited liability companies duly established and operating under the law of Vietnam.

2. Regulatory authorities, organizations and individuals involving in the offering and trading of corporate bonds.

Article 3. Application of relevant regulations and laws

1. In addition to the provisions laid down herein, enterprises operating in securities, bank and lottery sectors shall be obliged to abide by provisions of specialized laws. In case the provisions of the specialized law are contrary to the provisions herein, the former shall prevail.

2. In addition to the provisions laid down herein, when offering bonds, PPP project enterprises shall be obliged to abide by provisions of the Law on public-private partnership investment. In case the provisions of the Law on public-private partnership investment are contrary to the provisions herein, the former shall prevail.

3. In addition to the provisions laid down herein, an issuer of bonds in the international market is required to comply with the provisions of the Government's Decree No. 219/2013/ND-CP dated December 26, 2013 on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and its guiding, amending and superseding documents (if any). If the provisions on management of enterprises’ borrowing and repayment of foreign debts are contrary to the provisions herein, the former shall prevail.

4. In addition to the provisions laid down herein, state enterprises shall comply with regulations on limits on, authority to decide, and purpose of raised funds in accordance with provisions of the Law on management and use of state funds invested in enterprises’ business and production activities and the Law on enterprises.

5. Any violations against regulations on the offering and trading of corporate bonds laid down herein shall be handled in accordance with regulations on penalties for administrative violations in the fields of securities and securities market, and relevant laws.

Article 4. Definitions

In addition to the definitions in the Law on Securities No. 54/2019/QH14, the terms below shall be construed as follows:

1. “corporate bond” means a type of debt security with a term to maturity of at least 01 year, issued by an enterprise to confirm the bondholder's legitimate rights and interests over a part of its debts.

2. “green bond” means a corporate bond issued to raise funds for environmental protection projects or projects that generate environmental benefits in accordance with the provisions of the Law on Environmental Protection.

3. “convertible bond” means a type of bonds which are issued by a joint-stock company and can be converted into a number of common shares of the issuer under terms and provisions predetermined in the bond issuance plan.

4. “secured bond” means a type of bonds whose principal and interest payments, when they become due, are entirely or partially secured by a specific asset of the issuer or a third party in accordance with law regulations on secured transactions, or guaranteed in accordance with regulations of law.

5. “warrant-linked bond” means a type of bonds which are issued by a joint-stock company with warrants that entitle bondholders to buy a specific number of common shares of the issuer under terms and provisions predetermined in the bond issuance plan.

6. “accredited audit organization” means an organization that is approved to carry out financial audits of public interest entities in accordance with the provisions of the Law on independent audit in case the issuer is not a public company, or an audit organization that is approved as prescribed in Clause 22 Article 4 of the Law on Securities No. 54/2019/QH14 in case the issuer is a public company, a securities company or a fund management company.

7. “registering and depository organization” means Vietnam Securities Depository and Clearing Corporation (VSDCC) or depository members of VSDCC that provide corporate bond registration and depositing services.

8. “bond swap” means an enterprise’s issuance of bonds which shall be swapped with outstanding bonds issued by that enterprise at the same time for restructuring its debt portfolio.

9. “redemption of bonds before maturity” means the issuer’s repurchase of its issued bonds before maturity.

10. “issue date” means the date on which the bond issuer’s debt liabilities are confirmed. Bonds issued in an offering shall be the same issue date.

11. “completion date of a bond offering” means the date on which the issuer completes the distribution of bonds and receipt of payments for bonds from investors.

Article 5. Rules for issuance of bonds and use of raised funds

1. An issuer shall issue bonds according to the rules of conventional loans, assume responsibility for the use of raised funds and ensure its repayment capacity.

2. Bond are issued for executing investment projects/programs; increasing working capital; restructuring the issuer’s funding sources or serving other purposes prescribed in specialized laws. The bond issuance purposes must be specified in the issuer’s bond issuance plan as prescribed in Article 13 hereof and disclosed to investors registering for purchase of bonds. The funds raised from a bond issue must be used for the purposes specified in the issuer’s bond issuance plan and notified to investors.

3. In addition to the provisions in Clauses 1 and 2 of this Article, the funds raised from the issuance of green bonds must be separately recorded and managed, and disbursed to the environmental protection projects/projects that generate environmental benefits specified in the approved bond issuance plan.

Article 6. Fundamental terms and conditions of bonds

1. Bond term: decided by the issuer in each offering based on its demands for funds.

2. Quantity of bonds issued: decided by the issuer in each offering based on its demands for funds.

3. Currency used in issuance and payment for bonds

a) The currency used in issuance and payment of bond principals and interests of bonds offered in the domestic market is Vietnamese dong (VND).

b) The currency used in issuance and payment of bond principals and interests of bonds offered in the international market is a foreign currency according to regulations adopted in the issuing market and regulations on foreign exchange management.

4. Face value:

a) Face value of a bond offered in the domestic market is VND 100.000 (one hundred thousand) or a multiple of VND 100.000 (one hundred thousand).

b) Face value of a bond offered in the international market shall comply with regulations adopted in the issuing market.

5. Bond form:

a) Bonds are offered in the forms of certificates, book entries or electronic data;

b) The form of bond in each offering shall be decided by the issuer according to regulations adopted in the issuing market.

6. Coupon rate:

a) The coupon rate of a bond may be the fixed interest rate over its entire term, floating interest rate or a combination of these two interest rates.

b) If the coupon rate is the floating interest rate or combination of the fixed interest rate and floating interest rate, the issuer shall indicate the reference rate which is used as the basis for determining the floating interest rate in the bond issuance plan and also notify it to bond buyers.

c) The issuer shall decide the coupon rate in each bond offering in conformity with its financial health and repayment capacity. In addition to the provisions herein, the coupon rate of bonds issued by a credit institution must also comply with regulations on interest rates adopted by the State Bank of Vietnam (SBV).

7. The bond types shall be decided by the issuer in accordance with regulations of law.

8. The method of principal and interest payment shall be decided by the issuer based on its demand for funds and the practices of the issuing market, and shall be notified to investors before the bond offering.

Article 7. Redemption of bonds before maturity and bond swaps

1. The issuer is entitled to redeem bonds before maturity or conduct a bond swap as agreed upon with bondholders in order to reduce or restructure its debts. The redemption of bonds offered in the international market before maturity must comply with SBV’s regulations on foreign exchange management. Bonds must be disposed of after redemption.

2. The entity competent to approve the bond issuance plan shall have the power to approve the plan for redemption of bonds before maturity or bond swap.

Chapter II

OFFERING OF BONDS IN DOMESTIC MARKET

Section 1. BOND OFFERING

Article 8. Bond buyers

1. Eligible bond buyers

a) Buyers of non-convertible bonds without warrant are professional investors as defined in the Law on securities.

b) Buyers of convertible bonds and warrant-linked bonds are professional investors and less than 100 strategic investors.

c) Organizations responsible for determination of professional investors and documents proving professional investors shall comply with the Decree providing guidelines for implementation of the Law on Securities.

2. Responsibilities of bond buyers

a) Fully access information disclosed by the issuer; have a thorough grasp of terms and conditions of bonds, and other commitments of the issuer before deciding to buy and trade bonds.

b) Self-assess and assume responsibility for their investment decisions as well as incur any risks from the investment and trading in bonds. The State provides no guarantee that the issuer will make full and timely payment of bond principals and interests when they become due, and exercise other rights for bondholders.

c) Clearly understand and comply with regulations on eligible bond buyers, purchase and trading of privately placed corporate bonds in accordance with regulations herein and relevant laws.

3. Rights and benefits of bond buyers

a) Access adequate information disclosed by the issuer as prescribed herein, and bond offering dossiers as requested.

b) Receive full and timely payments of bond principal and interests when they become due and exercise other associated rights (if any) under terms and conditions of bonds and as agreed upon with the issuer.

c) Transfer, give, donate, discount or leave bonds as inheritance or use them as collateral in civil and commercial transactions in accordance with regulations of law.

Article 9. Conditions for bond offering

1. In order to carry out the offering of non-convertible bonds without warrant (except the offering of bonds by securities companies or fund management companies that are not public companies), the issuer is required to meet the following requirements:

a) It is a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam.

b) It has fully paid principals and interests of bonds issued or due debts in the last 03 consecutive years preceding the bond offering (if any), except the offering of bonds to creditors that are selected financial organizations.

c) It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws.

d) It must have a bond issuance plan approved and accepted as prescribed in Article 13 hereon.

dd) Its financial statements of the year preceding the year of issuance have been duly audited by an accredited audit organization according to regulations herein.

e) Entities participate in the offering according to Point a Clause 1 Article 8 hereof.

2. In order to carry out the offering of non-convertible bonds without warrant, the securities companies or fund management companies that are not public companies shall meet the following requirements in Point a, Point c, Point dd and Point e Clause 1 of this Article.

3. In order to carry out the offering of convertible bonds or warrant-linked bonds, the following requirements must be met:

a) The issuer is a joint-stock company.

b) Entities participate in the offering according to Point b Clause 1 Article 8 hereof.

c) The offering conditions in Point b, Point c, Point d and Point dd Clause 1 of this Article are satisfied.

d) There is an interval of at least 06 months between two private placements of convertible bonds or warrant-linked bonds.

dd) The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law.

Article 10. Conditions for offering of bonds in multiple waves

1. An enterprise that wishes to offer bonds in multiple waves must satisfy the following conditions:

a) Meet the requirements for bond offering laid down in Article 9 hereof;

b) Have demands for funds in multiple stages in conformity with the purposes of bond issuance approved according to Clause 2 Article 13 hereof;

c) Have a bond issuance plan in which the quantity of bonds to be offered, issuing time and plan to use funds raised from each offering wave must be specified.

2. Bonds offered in each wave must be distributed within 90 days from the date of disclosure of information before offering. Total duration for offering of bonds in multiple waves shall not exceed 12 months from the issue date of the first offering wave.

Article 11. Bond offering procedures

1. With regard to the offering of non-convertible bonds without warrant by public companies and companies other than public companies, and the offering of convertible bonds and warrant-linked bonds by companies other than public companies (excluding securities companies and fund management companies):

a) The issuer shall prepare a bond offering dossier as prescribed in Article 12 hereof.

b) The issuer shall disclose information before the bond offering as prescribed in Article 19 hereof.

c) The issuer shall organize the bond offering according to the methods prescribed in Article 14 hereof. The issuer shall complete the distribution of bonds within 90 days from the date of information disclosure before offering.

d) The issuer shall carry out registration and depositing of bonds as prescribed in Article 15 hereof.

2. With regard to the offering of convertible bonds and warrant-linked bonds by public companies, securities companies or fund management companies:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 12 hereof.

b) The issuer shall send 01 set of the bond offering dossier prescribed in Point a of this Clause to the State Securities Commission of Vietnam (SSC). Within 10 days from the receipt of adequate and valid dossier, SSC shall give written approval. If a dossier is refused, SSC shall give a written response in which reasons for such refusal must be specified.

c) After obtaining the written approval from SSC, the issuer shall disclose information before the offering and organize the issuance of bonds according to Point b, Point c Clause 1 of this Article. Proceeds from the offering shall be transferred to the escrow account opened at a bank or foreign bank branch. Opening and use of escrow account shall comply with regulations on offering, issuance of securities and tender offer laid down in the Decree providing guidelines for implementation of the Law on Securities.

d) Within 10 days from the completion date of the offering, the issuer shall submit a report on offering results, made according to the form in Appendix III enclosed herewith, enclosed with confirmation of proceeds given by the bank or foreign bank branch where the escrow account is opened, to SSC. Within 03 working days from the receipt of the adequate report on offering results, SSC shall give a notification to the issuer and publish information about the offering results on its website.

dd) After receiving the notification from SSC, the issuer shall have the proceeds from the bond offering in escrow released.

e) The issuer shall carry out procedures for registration and depositing of bonds.

3. The issuer shall make payments of bond principals and interests, and disclose information according to Section 3 and Section 4 Chapter II hereof.

Article 12. Bond offering dossier

1. The issuer shall prepare a bond offering dossier which shall be used for offering, trading and payment of bond principals and interests.

2. A bond offering dossier shall include the following documents:

a) The bond issuance plan prescribed in Clause 1 Article 13 hereof;

b) The disclosure of information about the bond offering according to regulations herein and guidelines of the Ministry of Finance;

c) The contracts signed between the issuer and the bond issue-related service providers, including:

- The contract signed with the counseling organization that provides counseling on bond offering dossiers, unless the issuer is a securities company that is licensed to provide counseling on securities offering dossiers as prescribed by the Law on Securities;

- The contracts signed with organizations providing bidding, underwriting and brokerage services in conformity with the bond issuance method prescribed in Article 14 hereof, unless credit institutions sell bonds directly to bond investors;

- The contract signed with the registering and depository organization;

- The contract signed with the representative of bondholders as prescribed in the Law on securities (if any) for supervising the fulfillment of the issuer’s commitments;

- The contract signed with the collateral-managing agent in case of offering of secured bonds (if any);

- The contracts signed with other organizations related to the bond offering (if any).

d) The audited financial statements of the year preceding the year of issuance;

dd) Rating results given by credit rating agencies with respect to the issuer and type of bonds issued (if any);

e) Decision to approve and accept the bond issuance plan issued by a competent authority;

g) The written approval given by a competent authority as prescribed in the specialized law (if any);

h) Documents proving the issuer’s satisfaction of adequacy ratios and prudential ratios in operations in accordance with regulations of the specialized law.

i) In case of offering of convertible bonds or warrant-linked bonds by public companies, securities companies or fund management companies, in addition to the documents mentioned in Point a, Point b, Point c, Point d, Point dd, Point e and Point g of this Clause, the bond offering dossier shall also include:

- The application for registration of bond offering made according to the form in Appendix I enclosed herewith.

- The copy of the decision to approve the bond offering dossier issued by the General Meeting of Shareholders (GMS)/Board of Directors.

- The issuer’s commitment not to commit violations against regulations on cross ownership as prescribed in the Law on Securities at the time of conversion from bonds into shares and exercise of warrant.

- The bank or foreign bank branch’s confirmation of the issuer’s escrow account for receiving payments for convertible bonds or warrant-linked bonds offered.

3. In addition to the documents prescribed in Clause 2 of this Article, a dossier for offering of bonds in multiple waves shall also include:

a) Documents about the project or plan for use of funds in multiple stages;

b) Updates on offering and use of funds raised in previous offering waves according to the bond issuance plan;

c) Updates on the issuer’s financial health in case the interval between two waves is 06 months or longer, and two waves are made in two different fiscal years.

4. Financial statements of the year preceding the year of issuance included in the bond offering plan must be duly audited by an accredited audit organization. The financial statements must receive unqualified opinions. If the auditor gives qualified opinions, such qualified opinions must not affect the bond offering conditions, and the issuer must provide justifications certified by the audit organization.

a) If the bond offering is performed within 90 days from the end of the fiscal year when the audited financial statements of the year preceding the year of issuance or the audited consolidated financial statements of the year preceding the year of issuance are not available, the issuer may submit the half-year financial statements and latest monthly/quarterly financial statements made after the half-year financial statements of the previous fiscal year, which have been reviewed or audited by an accredited audit organization. Within 20 days after the report on audit of annual financial statements is made, the issuer shall make information available to bondholders.

b) If the issuer is a parent company, the financial statements included in the bond offering plan shall consist of both audited consolidated financial statements and audited financial statements of the parent company of the year preceding the year of issuance. Within 90 days from the end of the annual accounting period, if the audited financial statements or the audited consolidated financial statements of the year preceding the year of issuance are not available, the provisions in Point a of this Clause shall apply.

Article 13. Bond issuance plan and authority to approve and accept bond issuance plan

1. The issuer shall formulate and submit the bond issuance plan to a competent authority for approval, which then shall be used as the basis for disclosure of information. A bond issuance plan shall, inter alia, include the following contents:

a) Particulars of the issuer (including name, type of business, headquarters address, enterprise registration certificate or business registration certificate or another license of equivalent validity as regulated by law);

b) Bond issuance purposes, including information about the investment program/project; business operations requiring funds; restructured funding source (restructured debts or the owner's equity, and value thereof). The bond issuance purposes of a credit institution or securities company are to increase tier-2 capital, or raise funds for granting loans, making investments or serving other purposes as prescribed in the specialized law.

c) Documents proving the issuer’s satisfaction of every requirement for bond offering prescribed in Article 9 and Article 10 hereof. With regard to the requirement in Point b Clause 1 Article 9 hereof, the issuer is required to provide the commitment to meet this requirement;

d) Terms and conditions of bonds to be offered. In case of offering of bonds in multiple waves, the planned number of bond offering waves, quantity of bonds offered in each wave, and offering time of each wave must be specified;

dd) The plan for conversion of bonds into shares in case of offering of convertible bonds (requirements, time limit, ratio or method of determining conversion price, compliance with regulations on holding of shares by foreign investors as prescribed by law, and other terms);

e) The plan for exercise of warrant in case of offering of warrant-linked bonds (requirements for warrant exercise, time limit, ratio, price or pricing method, compliance with regulations on holding of shares by foreign investors as prescribed by law, and other terms);

g) Terms and conditions for redemption of bonds before maturity or bond swap (if any);

h) Some financial indicators of the issuer in 03 consecutive years preceding the year of issuance and any changes therein after the bond issuance, including:

- Equity;

- Debt-to-equity ratio;

- Ratio of outstanding bond debt to equity;

- Losses/gains (in case of losses, losses in the fiscal year and accumulated losses are specified);

- Return on equity (ROE).

i) Payment of principal and interest amounts of the issued bonds or mature debts over the last 03 consecutive years before the bond offering (if any);

k) The auditor’s audit or review opinions about the financial statements;

l) Method of bond issuance;

m) Plan for use of funds raised from the bond issue;

n) The plan for arrangement of funding sources and method of bond principal and interest payment;

o) The issuer’s commitment to disclose information;

p) Other commitments to bondholders (if any);

q) Provisions on registration and depositing of bonds;

r) Provisions on trading of bonds as prescribed in Article 0 of this Decree;

s) Rights and responsibilities of bondholders;

t) Rights and responsibilities of the issuer;

u) Responsibilities and obligations of each bond issue-related service provider.

v) Criteria for selection of strategic investors and list of strategic investors in case of issuance of convertible bonds and warrant-linked bonds.

2. Authority to approve and accept the bond issuance plan:

a) With regard to a joint-stock company:

- The plans for private placements of convertible bonds and warrant-linked bonds must be approved by the GMS. Voting for ratification of the resolution on approval of the bond issuance plan must be carried out according to the Law on enterprises.

- The plan for offering of non-convertible bonds without warrant shall be approved by a competent authority as prescribed in the company’s charter. Unless otherwise prescribed by the company’s charter, the Board of Directors is entitled to approve the bond issuance plan but must report it to the nearest GMS. Such report must be enclosed with the bond offering dossier and relevant documents.

b) The authority to approve the bond issuance plan of a limited liability company is given to the Board of Members or President or owner of the company as prescribed in the company’s charter.

c) Apart from the provisions in Point a and Point b of this Clause, state enterprises shall comply with regulations on limits on and authority to decide on raising of funds in accordance with provisions of the Law on management and use of state funds invested in enterprises’ business and production activities and the Law on enterprises.

d) Apart from the provisions in Point a, Point b and Point c of this Clause, the authority to approve the bond issuance plan of an enterprise operating in conditional business lines shall comply with the specialized law (if any).

Article 14. Issuance methods and service providers

1. Corporate bonds are issued according to the following methods:

a) Bidding means a method adopted to select investors that meet the issuer’s requirements to buy bonds.

b) Underwriting means a method of selling corporate bonds to investors through an underwriter or underwriter syndicate.

c) Brokerage means a method whereby the issuer authorizes another entity to sell its corporate bonds to investors.

d) Selling bonds directly to investors in case the issuer is a credit institution.

2. The issuer shall decide the issuance method and notify it to investors.

3. Organizations providing bidding, underwriting and brokerage services include securities companies, credit institutions and financial institutions licensed to provide such bidding, underwriting and brokerage services as prescribed by law.

a) Bidding, underwriting and brokerage service providers must enter into service contracts with the issuer, in which rights and responsibilities of each party must be specified. The service contract must specify the responsibility of the bidding, underwriting or brokerage service provider to provide adequate and accurate information to investors according to the approved bond issuance plan and sell bonds to eligible investors as defined in Clause 1 Article 8 hereof.

b) In case the bidding, underwriting or brokerage service provider commits to redeem corporate bonds with investors, it must enter into a contract with investors (in which terms and conditions of redemption of bonds must be specified) and must comply with regulations of the specialized law when fulfilling this commitment.

4. Organizations providing counseling on bond offering dossiers are securities companies licensed to provide counseling on bond offering dossiers as prescribed by the Law on Securities. When rendering counseling services, the counseling organization shall review the fulfillment of bond offering requirements and bond offering dossier as prescribed herein and the Law on Securities, and assume responsibility for its review.

Section 2. REGISTRATION, DEPOSITING AND TRADING OF BONDS

Article 15. Registration and depositing of bonds

1. An enterprise that performs the private placement of bonds must carry out registration and depositing of bonds within the following time limits:

a) 05 working days from the date on which SSC gives a notification of receipt of report on the private placement of convertible bonds or warrant-linked bonds by a public company, securities company or fund management company.

b) 05 working days from the completion date of the private placement of corporate bonds by entities other than those specified in Point a of this Clause.

2. At a given time, each code of corporate bonds shall be registered and deposited at the one registering and depository organization.

Article 16. Bond trading

1. Privately placed corporate bonds shall be only traded between professional investors, except for transfer under an effective court judgment or decision, arbitral decision, and transfer due to inheritance as prescribed by law.

2. The transfer of convertible bonds and warrant-linked bonds shall be limited according to Point c Clause 1 Article 31 of the Law on Securities No. 54/2019/QH14. After the prescribed period of limited transfer, convertible bonds and warrant-linked bonds shall be traded between investors as prescribed in Point b Clause 1 Article 8 hereof, except for transfer under an effective court judgment or decision, arbitral decision, and transfer due to inheritance as prescribed by law.

3. When transferring the ownership of bonds, the registering and depository organization must comply with Clause 1 and Clause 2 of this Article.

4. The Ministry of Finance shall provide guidelines for trading of privately placed corporate bonds at the Stock Exchange according to the provisions of this Article in conformity with the market development.

Section 3. BOND PRINCIPAL AND INTEREST PAYMENTS

Article 17. Bond principal and interest payments

1. The issuer shall use funds from its lawful funding sources for making full and timely payments of bond principal and interests to investors according to bond terms and conditions.

2. With regard to bonds secured by the issuer’s asset, when the issuer is unable to pay bond principal and interests, the asset serving as collateral shall be settled to perform secured obligations in accordance with regulations of the Law on secured transactions.

3. With regard to bonds for which the payment is guaranteed, when the issuer is unable to pay bond principal and interests, the payment guarantee provider shall fulfill payment obligations on behalf of the issuer according to the guarantee commitment between the payment guarantee provider and the issuer as specified in the bond issuance plan and notified to investors.

Section 4. INFORMATION DISCLOSURE

Article 18. Information disclosure rules

1. The issuer shall disclose information to investors in an adequate and timely manner. Information to be disclosed must be clear according to regulations herein and guidelines given by the Ministry of Finance. The issuer shall be legally responsible for the information disclosed as well as its accuracy and truthfulness.

2. The information disclosed before offering shall not include any advertising information and shall not disclosed by means of mass media, unless information is disclosed in accordance with regulations on disclosure of information on securities market.

3. The issuer that is a public company shall disclose information in accordance with regulations herein and regulations on disclosure of information on securities market.

Article 19. Disclosure of information before offering of corporate bonds

1. At least 01 working day before the planned date of the bond issue, the issuer shall disclose information before offering so that investors may register for bond purchase, and send the disclosed information to the Stock Exchange.

a) The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance.

b) With regard to the offering of green bonds, in addition to the information to be disclosed as prescribed in Point a of this Clause, the issuer shall disclose information about accounting, management and disbursement of funds raised from the offering of green bonds as prescribed in Clause 3 Article 5 hereof.

c) The issuer sends its disclosed information to the Stock Exchange to serve the Stock Exchange’s fulfillment of its responsibility as prescribed in Article 32 hereof. It does not mean that the Stock Exchange confirms and guarantees the offering.

2. In case of offering of bonds in multiple waves:

a) For the first wave, the disclosure of information before offering shall comply with the provisions in Clause 1 of this Article.

b) For the following waves, in addition to the information disclosure prescribed in Point a of this Clause, at least 01 working day before the offering wave, the issuer shall disclose additional information for investors registering for bond purchases, and send the same to the Stock Exchange. Additionally disclosed information shall comply with Point b and Point c Clause 3 Article 12 hereof.

3. The Stock Exchange shall receive information disclosed before offering as prescribed in Clause 1 and Clause 2 of this Article for consolidation and reporting on issuance of corporate bonds in accordance with the provisions in Article 33 hereof.

Article 20. Disclosure of information on bond offering results

1. Within 10 working days from the completion date of the bond offering, the issuer shall disclose information on offering results to bondholders, and send the disclosed information to the Stock Exchange. The information to be disclosed shall comply with guidelines given by the Ministry of Finance.

2. The Stock Exchange shall receive the disclosed information on offering results as prescribed in Clause 1 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds as prescribed in Article 33 hereof.

Article 21. Periodic information disclosure

1. For every 06 months and on annual basis, until the maturity date of bonds, the issuer shall send periodically disclosed information to bondholders and the Stock Exchange.

a) Within 60 days of the end of the first 06 months of the fiscal year, the issuer shall disclose 06-month periodic information.

b) Within 90 days of the end of the fiscal year, the issuer shall disclose annual periodic information.

2. The information to be disclosed shall comply with guidelines given by the Ministry of Finance and include the followings:

a) The issuer’s half-year and annual financial statements which have been audited or reviewed (if any); the data on annual and half-year financial statements which are not yet audited and reviewed respectively must be certified by GMS or the Board of Directors or the Board of Members or the Company’s President.

b) The payment of bond principals and interests.

c) Reports on use of funds raised from the bond issuance.

d) With regard to green bonds, in addition to the provisions in Point a and Point b of this Clause, the issuer shall also prepare reports on accounting, management and use of funds raised from bond issuance which must bear the auditor’s review opinions; reports on disbursement and project execution progress, and environmental impact assessment report.

3. The Stock Exchange shall receive the issuer’s periodically disclosed information for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds as prescribed in Article 33 hereof.

Article 22. Ad hoc information disclosure

1. The issuer shall disclose ad hoc information to bondholders and send the disclosed information to the Stock Exchange within 24 hours from the occurrence of one of the following events:

a) Its business operations are partially, wholly or permanently suspended, or the issuer has its enterprise registration certificate or business registration certificate or another license of equivalent validity revoked as prescribed by law; it is subject to a decision on enterprise restructuring or conversion;

b) There are changes in the disclosed information resulting in the capacity to make bond principal and interest payments.

2. The Stock Exchange shall receive information disclosed as prescribed in Clause 1 of this Article for reporting on issuance of corporate bonds as prescribed in Article 33 hereof.

Article 23. Disclosure of information on convertible bonds, warrant-linked bonds, redemption of bonds before maturity and bond swap

1. Within 05 working days from the completion of conversion of bonds into shares or exercise of warrants, the issuer shall send information to the Stock Exchange.

2. With regard to redemption of bonds before maturity and bond swap:

a) At least 10 days before the date of redemption of bonds before maturity or bond swap, the issuer shall disclose the following information on such redemption or bond swap to bondholders, including: method of redemption or bond swap; terms and conditions of redemption or bond swap; quantity of bonds to be redeemed or swapped according to the plan approved by a competent authority.

b) Within 10 days from the completion of the redemption of bonds before maturity or bond swap, the issuer shall report it to the authority approving/accepting the bond issuance plan and send the disclosed information to the Stock Exchange.

3. The information to be disclosed as prescribed in Clause 1 and Clause 2 of this Article shall comply with guidelines given by the Ministry of Finance.

4. The Stock Exchange shall receive the disclosed information as prescribed in Clause 1, Clause 2 and Clause 3 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds as prescribed in Article 33 hereof.

Chapter III

OFFERING OF BONDS IN INTERNATIONAL MARKET

Section 1. BOND OFFERING

Article 24. Rules of offering of bonds in international market

1. Any enterprise performing offering of bonds in the international market (whether private placement or public offering) must comply with regulations herein and meet offering conditions according to regulations adopted in the issuing market.

2. Trading of corporate bonds offered in the international market shall comply with regulations adopted in the issuing market.

Article 25. Conditions for offering of bonds in international market

1. With regard to non-convertible bonds without warrant:

a) The issuer must be a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam;

b) The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 28 hereof;

c) It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws;

d) It complies with regulations on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and regulations on foreign exchange management;

dd) It meets the offering conditions according to regulations adopted in the issuing market.

2. With regard to convertible bonds or warrant-linked bonds:

a) The issuer must be a joint-stock company that meets the conditions laid down in Clause 1 of this Article;

b) The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law;

c) There is an interval of at least 06 months between two offerings of convertible bonds or warrant-linked bonds.

Article 26. Procedures for offering of bonds in international market

1. With regard to the offering of bonds in the international market by a company other than a public company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and organize the offering in the issuing market.

b) The issuer shall disclose information according to Articles 29, 30 and 31 hereof and regulations adopted in the issuing market.

2. With regard to the offering of bonds in the international market by a public company, securities company or fund management company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and send it to SSC. Within 10 days from the receipt of adequate and valid dossier, SSC shall give its written approval. If a dossier is refused, SSC shall give a written response in which reasons for such refusal must be specified.

b) After obtaining the approval from SSC, the issuer shall disclose information before offering according to Article 29 hereof and organize the offering according to regulations adopted in the issuing market.

c) Within 10 days from the completion date of the bond offering, the issuer shall submit a report on offering results, made according to the form in Appendix IV enclosed herewith, to SSC.

3. The issuer shall make bond principal and interest payments, and disclose information according to regulations adopted in the issuing market and Section 2 Chapter III hereof.

Article 27. Dossiers for offering of bonds in international market

1. The issuer shall prepare a bond offering dossier which shall be used for offering, trading and payment of bond principal and interests.

2. A dossier for offering of bonds in the international market shall include the following documents:

a) A bond offering plan approved and accepted by a competent authority as prescribed in Article 28 hereof.

b) The written confirmation of foreign currency account used for receiving proceeds from bond issuance given by a licensed credit institution according to SBV’s regulations.

c) The SBV’s certification of issuance limit which must fall within total national limit on commercial foreign loans.

d) Decision to approve and accept the bond issuance plan issued by a competent authority.

dd) Financial statements prepared according to international accounting standards if required by regulations adopted by the issuing market.

e) The application for registration of bond offering with a competent authority in the issuing market or legal opinions given by an international legal counseling company that the issuer is not required to register the bond offering with a competent authority in the home country.

g) In case of offering of bonds in the international market by a public company, securities company or fund management company, in addition to the documents mentioned in Point a, Point b, Point c, Point d, Point dd and Point e of this Clause, the bond offering dossier shall also include:

- The application for registration of offering of bonds in the international market made according to the form in Appendix II enclosed herewith.

- The copy of the decision of GMS/Board of Directors or Board of Members/Company’s President to approve the dossier for offering of bonds in international market.

Article 28. Approval and acceptance of a plan for issuance of bonds in international market

1. With regard to a joint-stock company:

a) The plans for issuance of convertible bonds and warrant-linked bonds must be approved by GMS. Voting for ratification of the resolution on approval of the bond issuance plan must be carried out according to the Law on enterprises.

b) The plan for offering of non-convertible bonds without warrant shall be approved by a competent authority as prescribed in the company’s charter. Unless otherwise prescribed by the company’s charter, the Board of Directors is entitled to approve the bond issuance plan but must report it to the nearest GMS. Such report must be enclosed with the bond offering dossier and relevant documents.

2. The authority to approve the bond issuance plan of a limited liability company is given to the Board of Members or President or owner of the company as prescribed in the company’s charter.

3. Apart from the provisions in Clause 1 and Clause 2 of this Article, state enterprises shall comply with regulations on international raising of funds in accordance with provisions of the Law on management and use of state funds invested in enterprises’ business and production activities and the Law on enterprises.

4. Apart from the provisions in Clauses 1, 2 and 3 of this Article, the authority to approve the bond issuance plan of an enterprise operating in conditional business lines shall comply with the specialized law.

Section 2. INFORMATION DISCLOSURE

Article 29. Disclosure of information before offering

1. The issuer shall disclose information according to regulations adopted in the issuing market and provisions herein.

2. At least 01 working day before the issue date of bonds in the international market, the issuer shall send the disclosed information on offering to the Stock Exchange. The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance.

3. The Stock Exchange shall receive information disclosed before offering as prescribed in Clause 1 of this Article for consolidation and reporting on issuance of corporate bonds in the international market in accordance with the provisions in Article 33 hereof. The Stock Exchange’s receipt of information disclosed by the issuer does not mean that it confirms and guarantees the issuer’s offering of bonds.

Article 30. Disclosure of information on bond offering results

1. Within 10 days from the completion date of the bond offering, the issuer shall send information on offering results to the Stock Exchange. The information on offering results to be disclosed shall comply with guidelines given by the Ministry of Finance.

2. The Stock Exchange shall receive the issuer’s disclosed information on offering results as prescribed in Clause 1 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds in the international market as prescribed in Article 33 hereof.

Article 31. Periodic information disclosure

1. For every 06 months and on annual basis, until the maturity date of bonds, the issuer shall send periodically disclosed information to the Stock Exchange.

a) Within 60 days of the end of the first 06 months of the fiscal year, the issuer shall disclose 06-month periodic information.

b) Within 90 days of the end of the fiscal year, the issuer shall disclose annual periodic information.

2. The information to be disclosed shall comply with guidelines given by the Ministry of Finance and include the followings:

a) The issuer’s half-year and annual financial statements which have been audited or reviewed (if any); the data on annual and half-year financial statements which are not yet audited and reviewed respectively must be certified by GMS or the Board of Directors or the Board of Members or the Company’s President. If the issuer is a parent company, the half-year and annual financial statements shall consist of both consolidated financial statements and financial statements of the parent company.

b) The payment of bond principals and interests.

c) Reports on use of funds raised from the bond issuance. In case of changes in the purposes of raised funds, the issuer must specify such changes and reasons thereof.

d) Reports on ad hoc information of the issuer (if any).

dd) Reports on redemption of bonds before maturity, bond swap, conversion of bonds into shares or exercise of warrants (if any).

3. The Stock Exchange shall receive the issuer’s periodically disclosed information as prescribed in Clause 1 and Clause 2 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds as prescribed in Article 33 hereof.

Chapter IV

CORPORATE BOND INFORMATION WEBPAGE AND REPORTING ON CORPORATE BONDS

Article 32. Corporate bond information webpage of the Stock Exchange

1. The Stock Exchange shall:

a) Consolidate information received from issuers for publishing on the corporate bond information webpage as prescribed in Clause 2 of this Article;

b) Formulate and promulgate regulations on operation of the corporate bond information webpage after obtaining the approval from SSC.

2. The corporate bond information webpage shall include the following contents:

a) Information on issuance of corporate bonds in the domestic market, including: name of issuer, code of bond (if any), issue date, quantity, face value and maturity date;

b) Information on issuance of corporate bonds in the international market, including: name of issuer, issue date, quantity, face value, maturity date and issuing market.

c) Information on conversion of bonds into shares, exercise of warrants, redemption of bonds before maturity and bond swap (if any).

d) Other information as agreed upon the Stock Exchange and the issuer which shall be then provided for information users as prescribed in the regulations on operation of the corporate bond information webpage of the Stock Exchange.

3. Investors and issuers may access the corporate bond information webpage in order to be updated with latest information on issuance of corporate bonds according to the regulations on operation of the corporate bond information webpage adopted by the Stock Exchange.

Article 33. Reporting by providers of counseling on bond offering dossiers, bidding, underwriting and brokerage service providers, registering and depository organization, and Stock Exchange

1. Organizations providing counseling on bond offering dossiers shall submit quarterly and annual reports on their provision of counseling on bond offering dossiers to SSC.

2. Bidding, underwriting and brokerage service providers, and registering and depository organization shall submit quarterly and annual reports on their service provision to SSC for consolidating and reporting as prescribed in Clause 3 of this Article.

3. Reporting by the Stock Exchange

a) The Stock Exchange shall submit quarterly and annual reports on offering and trading of corporate bonds, including offerings in the domestic market and international market, to SSC and the Ministry of Finance.

b) In addition to the periodic reports prescribed in Point a of this Clause, the Stock Exchange shall submit ad hoc reports to SSC and Ministry of Finance at the request of regulatory authorities.

4. The Ministry of Finance shall provide guidelines on reporting by organizations providing counseling on bond offering dossiers, bidding, underwriting and brokerage service providers, and registering and depository organization, and the Stock Exchange as prescribed in Clauses 1, 2 and 3 of this Article.

Chapter V

MANAGEMENT, SUPERVISION AND RESPONSIBILITY OF RELEVANT AUTHORITIES AND ORGANIZATIONS

Article 34. Responsibilities of issuers

1. Comply with regulations on offering of bonds herein.

2. Properly manage and use funds raised from issuance of bonds according to bond issuance plans approved by competent authorities and regulations of law.

3. Make full and timely payments of bond principal and interests when they become due, and exercise associated rights (if any) for bondholders under terms and conditions of bonds.

4. Assume legal responsibility for accuracy, truthfulness and adequacy of bond offering dossiers and disclosed information; comply with regulations on financial management, statistical accounting and auditing as prescribed by law.

5. Issuers that fail to comply with regulations herein shall be liable to administrative penalties or criminal prosecution depending on the nature and severity of the violation. The imposition of administrative penalties shall comply with regulations on penalties for administrative violations against regulations on securities and securities market, and relevant laws.

Article 35. Responsibilities of providers of counseling on bond offering dossiers

1. Comply with regulations of the Law on Securities and those herein when providing counseling on bond offering dossiers.

2. Comply with regulations on reporting laid down herein.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and those herein. If the service provider commits violations while providing services, it shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 36. Responsibilities of registering and depository organization

1. Comply with regulations of the Law on Securities and those herein when rendering services and processing applications for registration and depositing of bonds and transfer of bond ownership according to Clause 1 Article 8 and Article 16 hereof.

2. Comply with regulations on reporting laid down herein.

3. If committing any violations while providing services, the registering and depository organization shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 37. Responsibilities of bidding, underwriting and brokerage service providers

1. Comply with regulations of law when rendering bidding, underwriting and brokerage services.

2. Perform service contracts signed with issuers and bond buyers.

3. Comply with regulations on reporting laid down herein.

4. If committing any violations while providing services, the service provider shall be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market.

Article 38. Responsibilities of the Stock Exchange

1. Consolidate information on issuance of corporate bonds for publishing on the corporate bond information webpage and reporting as prescribed herein.

2. Organize and supervise trading of privately placed bonds at the Stock Exchange according to regulations herein and the Ministry of Finance’s guidelines.

3. Manage and supervise the disclosure of information and reporting by issuers, bidding, underwriting and brokerage service providers, registering and depository organization according to regulations herein and the Ministry of Finance’s guidelines.

4. When detecting any violations against regulations on information disclosure, reporting and trading of privately placed corporate bonds at the Stock Exchange, send written request to the violating issuer, bidding, underwriting or brokerage service provider, or registering and depository organization to provide explanations or additional information, or report the case to SSC for considering and taking actions against the violation.

5. Formulate regulations on operation of the corporate bond information webpage; regulations on receipt and supervision of information disclosure, reporting and supervision of corporate bond transactions made at the Stock Exchange for promulgation after obtaining the approval from SSC.

Article 39. Responsibilities of SSC

1. Give opinions about the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and fund management companies in the domestic market; give opinions about the offering of bonds in the international market by public companies, securities companies and fund management companies in accordance with regulations herein and those of the Law on securities.

2. Manage and supervise securities companies’ provision of counseling on bond offering dossiers; supervise the Stock Exchange’s compliance with regulations on information disclosure, reporting and trading of corporate bonds in accordance with regulations of the Law on securities and those herein.

3. Based on the supervision by the Stock Exchange as prescribed in Clause 2 and Clause 3 Article 38 hereof, receive reports and take actions against violations against regulations on private placement and trading of corporate bonds in the domestic market according to regulations herein and those in the Law on securities.

4. Give approval for regulations on operation of the corporate bond information webpage and regulations on receipt and supervision of information disclosure, reporting and supervision of corporate bond transactions made at the Stock Exchange in accordance with regulations herein.

Article 40. Responsibilities of SBV

1. Provide guidelines for bond offering and trading of corporate bonds by credit institutions.

2. Inspect and supervise credit institutions’ raising of funds by bond issuance; supervise credit institutions’ fulfillment of their commitment to repurchase bonds from other enterprises according to regulations of the Law on Credit Institutions and its guiding documents.

3. Cooperate with the Ministry of Finance (via SSC) in inspecting and supervising credit institutions’ provision of bidding and brokerage services according to regulations herein and relevant laws.

4. Perform state management of foreign exchange and enterprises’ borrowing and repayment of foreign debts which are not yet guaranteed by the Government in respect of enterprises issuing bonds in the international market.

Article 41. Responsibilities of other authorities and entities

1. Boards of Directors, GMS, Boards of Members and Company’s Presidents and owners shall:

a) Approve and accept bond issuance plans according to the company’s charter, regulations herein and the Law on enterprises.

b) Supervise the raising and use of funds from bond issuance and payment of bond principal and interests according to regulations herein and the company’s charter.

2. Agencies representing state fund owners shall approve bond issuance plans of state enterprises, manage and supervise the raising and use of funds from issuance of bonds by state enterprises according to regulations on management and use of state funds invested in enterprises’ business and production activities.

3. The Ministry of Planning and Investment and business registration agencies shall cooperate in and provide information about enterprise registration contents, legal status and financial statements of enterprises on the National Enterprise Registration Database at the request of the Ministry of Finance.

Article 42. Responsibilities of Ministry of Finance

1. Play the leading role and cooperate with relevant agencies in instructing the information disclosure and organization of trading market of privately placed corporate bonds for professional investors according to regulations herein.

2. Consolidate and assess the corporate bond market in accordance with regulations herein for requesting the Government to promulgate or amend relevant mechanisms/policies.

Chapter VI

IMPLEMENTATION

Article 43. Effect

1. This Decree comes into force from January 01, 2021.

2. This Decree supersedes the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 prescribing issuance of corporate bonds and the Government’s Decree No. 81/2020/ND-CP dated July 09, 2020 providing amendments to the Government’s Decree No. 163/2018/ND-CP .

Article 44. Transition

1. Regulations herein applied to Vietnam Securities Depository and Clearing Corporation (VSDCC) shall be implemented by Vietnam Securities Depository until VSDCC officially operates according to the Law on Securities NO. 54/2019/QH14.

2. With regard to corporate bonds issued before this Decree comes into force:

a) They shall be treated according to the Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 and the Government’s Decree No. 81/2020/ND-CP dated July 09, 2020 until their maturity, except provisions on reporting and periodic information disclosure in Point b of this Clause.

b) Reporting and periodic information disclosure shall be carried out according to regulations herein until bonds reach their maturity dates.

c) Terms and conditions of bonds specified in the approved bond issuance plans shall be kept unchanged.

Article 45. Responsibility for implementation

Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces and central-affiliated cities, General Meetings of Shareholders, Boards of Directors, Boards of Members, Company’s Presidents, General Directors or Directors of enterprises that issue bonds shall implement this Decree./.