Văn bản hợp nhất 36/VBHN-BTC

DECREE [1]

PRESCRIBING ISSUANCE OF CORPORATE BONDS

The Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 prescribing issuance of corporate bonds, which comes into force from February 01, 2019, is amended by:  

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 dated December 04, 2018 prescribing issuance of corporate bonds, which comes into force from September 01, 2020.

Pursuant to the Law on Organization of Government dated June 19, 2015;

Pursuant to the Law on Enterprises dated November 26, 2014;

Pursuant to the Law on Securities dated June 29, 2006;

Pursuant to the Law on Amendments to the Law on Securities dated November 24, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010 and the Law on amendments to the Law on Credit Institutions dated November 20, 2017;

And at the request of the Minister of Finance;

The Government promulgates a Decree prescribing issuance of corporate bonds.[2]

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Decree deals with the issuance of corporate bonds in the form of private placement in the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds in the international market.

2. The public offering of corporate bonds in accordance with the provisions of the Law on Securities and its guiding documents shall not be subject to the scope hereof.

Article 2. Regulated entities

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

2. Organizations and individuals involving in the issuance 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 or industries 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, 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, its guiding, amendment 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.

3. 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 2014 Law on management and use of state funds invested in enterprises’ business and production activities and its guiding, amendment and superseding documents (if any).

4.[3] Any violations committed during the private placement of bonds by relevant organizations and individuals 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

For the purposes hereof, these terms are construed as follows:

1. “corporate bond” means a type of debt security with a term to maturity of at least 01 year, issued by the enterprise to confirm the enterprise’s obligations to pay bond principal and interests and any other obligations to the bondholder.

2. “private placement bond” means a type of corporate bonds issued to less than 100 investors, excluding professional investors, without employing means of mass media or Internet.

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

4. “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.

5. “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, or guaranteed by a financial or credit institution licensed to provide payment guarantee services.

6. “warrant-linked bond” means a type of bonds which are issued with warrants that entitle bondholders to buy a specific number of common shares under the predetermined terms and conditions.

7. “audit organization” means an audit organization that is a approved to carry out financial audits of public interest entities in accordance with the provisions of the Law on Independent Audit.

8. “depository” means Vietnam Securities Depository or its member entity that provides bond depository services.

9. “bond swap” means the issuer’s act of buying and selling its bonds of 02 different codes at the same time for restructuring its debt portfolio.

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

11. “completion date of a bond issue” means the date on which the issuer finishes its receipt of payments for bonds from investors.

12. “state enterprise” means an enterprise whose charter capital is wholly held by the State in accordance with the provisions in Clause 8 Article 4 of the 2014 Law on Enterprises and its amending and superseding documents (if any).

Article 5. Rules for issuance of corporate 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 solvency.

2. The issuer shall issue bonds for implementing investment programs/projects, increase its working capital or restructure its debts. Purposes of a bond issue must be clearly specified in the issuer’s bond issuance plan and notified to investors that registered for purchase of bonds in accordance with the provisions herein.

3. The funds raised from a bond issue must be used for the purposes specified in the bond issuance plan and notified to investors.

4. In addition to the provisions in Clauses 1, 2 and 3 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 specified in the bond issuance plan which has been approved by a competent authority.

Article 6. Fundamental terms and conditions of bonds

1. Bond term: decided by the issuer in each issue based on its demand for funds and market developments.

2. Quantity of bonds issued: decided by the issuer in each issue based on its demand for funds and the marketability in each period.

3. Currency used in issuance and payment of bonds:

a) The currency of bonds issued in the domestic market is Vietnamese dong (VND);

b) The currency of bonds issued in the international market shall comply with regulations in force in the issuing market;

c) The currency used for payment of bond principal and interests shall the same as the one used for issuance of bonds.

4. Face value:

a) Face value of a bond issued 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 issued in the international market shall comply with regulations in force in the issuing market.

5. Bond form:

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

b) The form of bond in each issue shall be decided by the issuer according to regulations in force 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, 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 purchasers;

c) The issuer shall decide the coupon rate in each bond issue 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. Bond types:

a) Non-convertible bonds are secured or unsecured bonds, or bonds issued with or without warrants;

b) Convertible bonds are secured or unsecured bonds, or bonds issued with or without warrants.

8. After the aforesaid period, corporate bonds shall no longer be subject to the restriction on the number of investors involving in bond transactions, unless otherwise decided by the issuer. Transactions involving corporate bonds issued in the international market shall comply with regulations on bond transactions in force in that market.

9. 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 issue.

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 in order to reduce or restructure its debts.

2. If the issuer plans to redeem bonds before maturity or conduct a bond swap, such redemption of bonds before maturity or bond swap must be included in the sheet of information to be published before the bond issue.

3. At least 15 days before the redemption of bonds before maturity or bond swap, the issuer is required to announce or publish the following information on that redemption or swap, including: redemption or swap method, terms and conditions of the redemption or swap, the quantity of bonds to be repurchased from or swapped with bondholders according to the plan for redemption of bonds before maturity or bond swap approved by a competent authority.

4. 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.

Article 8. Bond buyers

1. Bond buyers include Vietnamese and foreign organizations and individuals.

2. Investors purchasing bonds shall carry out the self-assessment of level of risks arising from investments in bonds, restrictions on transaction of bonds to be bought and shall exercise the responsible autonomy for their investment decisions.

Article 9. Rights of a bondholder

1. Receive full and timely payment of bond principal and interests when they become due and exercise other associated rights (if any) under terms and conditions of bonds.

2. Transfer, give, donate, discount or leave bonds as inheritance or use them as collateral in civil and commercial transactions in accordance with regulations and laws.

Chapter II

ISSUANCE OF BONDS IN DOMESTIC MARKET

Article 10. Conditions for bond issuance

1.[5] Non-convertible bonds or bonds without warrants:   

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) It has been operating for a period of at least 01 year from the date of initial issuance of the enterprise registration certificate or business registration certificate or another license of equivalent validity as regulated by law. With regard to a reorganized or converted enterprise, its operating period shall be the operating period of the transferor enterprise (in case of full or partial division of enterprise), or the longest period among operating periods of the consolidating enterprises (in case of consolidation of enterprises), or the operating period of the acquirer enterprise (in case of acquisition of enterprises), or total operating period of the enterprise before and after its conversion (in case of conversion of form of enterprise).

c) Its financial statements of the year preceding the year of issuance have been duly audited by an accredited audit organization as prescribed in Clause 7 Article 4 hereof.

d) It has a valid counseling service contract signed with the counseling organization that provides counseling on bond issuance dossiers as prescribed in Clause 3 Article 15 hereof, unless the issuer is licensed to provide counseling on bond issuance dossiers as prescribed by law.

dd) It must comply with the limitations on number of investors upon issuance and transaction of bonds as prescribed in Clause 2 Article 4 and Clause 8 Article 6 hereof.

e) It must have a bond issuance plan approved and accepted by a competent authority as prescribed in Article 14 hereof.

g) It has fully paid principal and interest amounts of any bonds issued in the last 03 consecutive years preceding the bond issue.

h) It has maintained prudential ratios and operation safety ratios in accordance with regulations of specialized laws.

i) Total outstanding debt on corporate bonds issued through the private placement at the time of issuance (including the planned amount of bonds to be issued) does not exceed 05 times the owner's equity stated in the financial statements of the latest quarter preceding the time of issuance approved by a competent authority.

k) Each bond issue must be completed within 90 days from the date of publishing of information before the bond issue; the interval between two issues must be at least 06 months; bonds issued in an issue must have the same terms and conditions.

l) Credit institutions issuing bonds are not required to satisfy the requirements laid down in Point i and Point k of this Clause.

2. Convertible bonds or warrant-linked bonds:

a) The issuer must be a joint-stock company;

b) [6] Meet the bond issuance requirements laid down in Point b, Point c, Point d, Point dd, Point e, Point g, Point h, Point i, Point k, Point l Clause 1 of this Article;

c) Comply with regulations on the ratio of holding of bonds by foreign investors when carrying out the conversion of bonds into shares or exercising the warrant rights to buy shares;

d) The interval between two issues of convertible bonds must be at least six months;

dd) Convertible bonds or warrants issued together with bonds shall not be transferred within 01 year from the completion date of the bond issue, unless they are transferred to or between professional investors or the transfer is made according to a Court’s decision or in an inheritance case as prescribed by law.

3. In addition to the conditions prescribed in Clause 1 and Clause 2 of this Article, the issuer that is a public company is required to satisfy the requirements for private placement set out in Article 10a of the Law on Amendments to the Law on Securities.

Article 11. Conditions for issuance of bonds in multiple issues

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

a) Meet the conditions laid down in Article 10 hereof;

b) Have demands for funds in multiple stages in conformity with the purposes of bond issuance approved by a competent authority;

c) Have a bond issuance plan in which the number of bond issues, planned quantity of bonds to be issued, issuing time and plan to use funds raised from each issue must be specified. The maximum duration of each issue shall be 90 days;

d) Publish information on the bond issue as prescribed in Clause 2 Article 22 hereof.

2. An enterprise that meets the conditions laid down in Clause 1 of this Article is allowed to issue bonds in multiple issues, provided that all issues must be completed within 12 months from the first issuance date of the first issue.

Article 12. Bond issuance procedures

1. The issuer shall prepare a bond issuance dossier as prescribed in Article 13 hereof.

2. The issuer shall publish information on the bond issue as prescribed in Article 22 hereof.

3. The issuer shall organize the bond issuance as prescribed in Article 15 hereof.

4. The issuer shall publish information on the issuance results and report on the issuance results as prescribed in Article 23 hereof.

5. The issuer shall carry out depositing of bonds as prescribed in Article 16 hereof.

6. The issuer shall make payment of bond principal and interests as prescribed in Article 17 hereof.

7. The issuer shall publish information and submit periodic reports for the period commencing from the completion date to the maturity date as prescribed in Article 24 hereof.

Article 13. Bond issuance dossiers

1.[7] A bond issuance dossier includes:

a) The bond issuance plan prescribed in Clause 1 Article 14 hereof;

b) The sheet of information on the bond issue as prescribed in Appendix 1 enclosed herewith;

c) The agreements signed between the issuer and the bond issue-related service providers;

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) The bond purchase agreement indicating the investor’s commitment to have fully accessed to information published before the bond issue and clearly understood risks incurred from the purchase of bonds.

2. In addition to the documents prescribed in Clause 1 of this Article, a dossier for issuance of bonds in multiple issues shall also include:

a) The project or plan for use of funds in multiple stages;

b) Updated reports on the issuer’s financial health and use of funds raised from previous bond issues if the interval between this issue and the previous issue is 06 months or longer.

3.[8] The financial statements of the year preceding the year of issuance included in the bond issuance dossier as prescribed in Point d Clause 1 of this Article must have been duly audited by an accredited audit organization as prescribed in Clause 7 Article 4 hereof.  The auditor’s opinion on the financial statement must be the unqualified opinion. If the auditor gives qualified opinions, such qualified opinions must not affect the bond issuance conditions; the issuer must provide justifications certified by the audit organization.

a) If the bond issue 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 is not available, the issuer may submit the half-year financial statements or financial statements for 09 months of the previous fiscal year, which have been reviewed or audited by the State Audit or an accredited audit organization in accordance with the provisions in Clause 7 Article 4 hereof. 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 audited financial statements shall consist of the audited consolidated financial statements of the year preceding the year of issuance and the audited financial statements of the parent company of the year preceding the year of issuance.

Article 14. Bond issuance plan and authority to approve bond issuance plan

1. The issuer shall formulate and submit the bond issuance plan to a competent authority for approval as prescribed in Clause 2 of this Article, which then shall be used as the basis for publishing 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) [9] Purposes of bond issuance, including information about the investment program or project; business operations requiring funds; debts (name, value and term of debt) to be restructured with the funds raised from the bond issue. A credit institution's purposes of bond issuance are to increase its Tier-2 capital and/or raise funds for granting loans, making investments or serving other purposes;

c) Materials and legal documents proving the issuer’s satisfaction of every condition for bond issuance prescribed in Article 10 and Article 11 hereof;

d) Terms and conditions of bonds to be issued; location of issuance; the number of bond issues and planned time of each issue;

dd) Terms and conditions for conversion of bonds into shares in case of issuance of convertible bonds;

e) Terms and conditions for exercise of the rights to buy shares in case of issuance of warrant-linked bonds;

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

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

- Equity;

- Debt-to-equity ratio;

- Net income;

- Return on equity (ROE);

i) Payment of principal and interest amounts of any bonds issued in 03 consecutive years preceding the bond issue (if any);

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

l) Method of bond issuance;

m) Method of bond principal and interest payment;

n) Plan for use of funds raised from the bond issue

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

p) The issuer’s commitment to publish information;

q) Other commitments to bondholders (if any);

r) Provisions on registration and depositing;

s) Provisions on trading of bonds as prescribed in Clause 8 Article 6 hereof;

t) Rights and responsibilities of bondholders;

u) Rights and responsibilities of the issuer;

v) Responsibilities and obligations of the bond issue-related service providers.

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

a) The authority to approve the bond issuance plan of a joint-stock company shall comply with 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 General Meeting of Shareholders as prescribed in Clause 4 Article 127 of the Law on Enterprises. Particularly, the plan for issuance of convertible bonds or warrant-linked bonds must be approved by the General Meeting of Shareholders;

b) In case of issuance of convertible bonds or warrant-linked bonds by a public company, after the bond issuance plan has been approved by a competent authority as prescribed in Point a of this Clause, the issuer must register it with the State Securities Commission of Vietnam (SSC) and shall organize the bond issuance only after obtaining written opinions from the SSC;

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

d) In addition to the provisions in Point c of this Clause, a state enterprise shall also comply with regulations on limits and authority to decide the 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 its guiding, amendment and superseding documents (if any).

Article 15. Issuance methods

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

a) Bidding;

b) Underwriting;

c) Brokerage;

d) Selling bonds directly to investors.

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

3.[10] Organizations providing counseling on bond issuance dossiers must be securities companies, credit institutions and other financial institutions licensed to provide counseling on bond issuance dossiers as prescribed by law. When rendering counseling services, the counseling organization shall review the fulfillment of bond issuance conditions and bond issuance dossier of the issuer as prescribed in Article 10, Article 11 and Article 13 hereof and the Law on Securities.

4. 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. When rending services, counseling, guarantee and brokerage service providers must comply with the limitation on number of investors as prescribed in Clause 2 Article 4 and Clause 8 Article 6 hereof.

Article 16. Registration and depositing of bonds

1. Within 10 working days from the completion date of the bond issue, corporate bonds shall be registered and deposited at a licensed depository for managing the number of investors as prescribed in Clause 8 Article 6 hereof. Each type of bonds shall be registered at a licensed depository only.

2. The depository shall certify the bond ownership if the relevant transaction meets the requirements set out in Clause 8 Article 6 hereof.

3. The depository shall provide information on registration and depositing of bonds for the Stock Exchange in accordance with the provisions in Clause 2 Article 30 hereof.

Article 17. Payment of bond principal and interests

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 the bond issuance plan approved by a competent authority.

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 used for performing secured obligations in accordance with regulations of the Law on collateral.

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 entered into between the payment guarantee provider and the issuer.

Chapter III

ISSUANCE OF BONDS IN INTERNATIONAL MARKET

Article 18. Conditions for bond issuance

1. Non-convertible bonds or bonds without warrants:

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) Meet the bond issuance conditions according to regulations in force in the issuing market;

c) The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 19 hereof;

d) Comply with regulations on foreign exchange management and regulations of the Law on management of enterprises’ borrowing and repayment of foreign debts;

dd) Maintain prudential ratios and operation safety ratios in accordance with regulations of specialized laws.

2. 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) Comply with regulations on the ratio of holding of bonds by foreign investors;

c) The interval between two issues of convertible bonds must be at least six months.

Article 19. Approval and acceptance of a plan for issuance of bonds in international market

1. The authority to approve the bond issuance plan of a joint-stock company shall comply with 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 General Meeting of Shareholders as prescribed in Clause 4 Article 127 of the Law on Enterprises. Particularly, the plan for issuance of convertible bonds or warrant-linked bonds must be approved by the General Meeting of Shareholders.

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

3. In addition to the provisions in Clause 2 of this Article, the bond issuance plan of a state enterprise must be approved by the state owner’s representative in accordance with regulations on mobilization of foreign funds by state enterprises.

Article 20. Organization of bond issuance

1. The issuer shall publish information before the bond issue and information on the issuance results as prescribed in Article 27 and Article 28 hereof.

2. Procedures for organization of bond issuance shall comply with regulations in force in the issuing market.

Chapter IV

PUBLISHING OF INFORMATION AND REPORTING

Section 1: ISSUANCE OF BONDS IN DOMESTIC MARKET

Article 21. Rules for publishing of information

1. Information published must be adequate, accurate and timely as prescribed herein and issuers shall be legally responsible for the information they publish and the accuracy thereof.

2. The information published before an issue shall not include any advertising information and shall not published by means of mass media, unless the publishing of information is made in accordance with regulations of the Law on Securities.

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

4. Information on the bond issue shall be published on the issuer’s website and on the corporate bond information webpage of the Stock Exchange as prescribed in Article 29 hereof.

5.[11] The Ministry of Finance shall provide specific guidance on publishing of information by issuers.

Article 22. Publishing of information before a bond issue

1.[12] At least 03 working days before the planned date of the bond issue, the issuer shall publish information before the bond issue for the investors registering for bond purchase and send the published information to the Stock Exchange.

a) The information published before the bond issue is made according to the form in Appendix 1 enclosed herewith;

b) With regard to the issuance of green bonds, in addition to the information to be published prescribed in Point a of this Clause, the issuer shall publish information about management and disbursement of funds raised from the issuance of green bonds as prescribed in Clause 4 Article 5 hereof;

c) The issuer shall send the information published before the bond issue to investors registering for bond purchase and to the Stock Exchange in the form of paper or electronic documents.

2.[13] In case of issuance of corporate bonds in multiple issues:

a) For the first issue, the publishing of information before the issue shall comply with the provisions in Clause 1 of this Article.

b) For the following issues, at least 03 working days before the issue, the issuer shall provide additional documents as prescribed in Clause 2 Article 13 hereof for investors registering for bond purchase and to the Stock Exchange.

3. The Stock Exchange shall receive information published before the bond issue as prescribed in Clause 1 and Clause 2 of this Article for consolidating information on issuance of corporate bonds.

Article 23. Publishing of information on issuance results

1. Within 05 working days from the completion of the bond issue, the issuer shall publish information on issuance results to bondholders and send such information to the Stock Exchange in the form of paper or electronic documents according to the form in Appendix II enclosed herewith.

2. The Stock Exchange shall receive information on issuance results as prescribed in Clause 1 of this Article for consolidating and publishing on the corporate bond information webpage.

Article 24. Periodic information publishing

1. On the basis of every 06 months and on annual basis, until the maturity date of bonds, issuers shall send periodically published information, in the form of paper or electronic documents, to bondholders or depository that shall then provide such information to bondholders, and also send the same to the Stock Exchange.

2. Information to be periodically published includes:

a) The audited half-year and annual financial statements of the issuer; financial statements which are not yet audited but certified by the General Meeting of Shareholders or the Board of Members or the Company’s President;

b) [14] For the issuance of green bonds, in addition to the provisions in Point a of this Clause, the report on use of funds raised from the bond issue, which bears opinions given by the audit organization, and the environmental impact assessment report shall be provided;

c) The payment of bond principals and interests.

3. The Stock Exchange shall receive periodically published information as prescribed in Clause 1 and Clause 2 of this Article for publishing on the corporate bond information webpage and consolidating information on issuance of corporate bonds.

Article 25. Ad hoc information publishing

1. Within 24 hours from the occurrence of one of the following events, the issuer shall publish ad hoc information to bondholders and send the published information to the Stock Exchange:

a) All or part of business operations are suspended, operations are permanently suspended, or the enterprise registration certificate or business registration certificate or another license of equivalent validity is revoked as prescribed by law; a decision on restructuring or conversion of the enterprise is issued;

b) There are changes in the published information resulting in the fact that the issuer fails to meet the conditions for bond issuance or is unable to make bond principal and interest payments;

c) There are changes in the plan for use of funds raised from the bond issuance.

2. The Stock Exchange shall receive the information published on an ad hoc basis as prescribed in Clause 1 of this Article and make ad hoc information publishing on the corporate bond information webpage immediately after receiving the information from the issuer.

Article 26. Publishing 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 the rights to buy shares by the bondholders of warrant-linked bonds, the issuer shall send information to the Stock Exchange. Information to be published includes:

a) With regard to convertible bonds:

- Total value of bonds issued;

- Code of bonds converted, the quantity of bonds converted, total value of bonds converted, and ratio of allocation between investors;

- Planned time of depositing or trading of convertible bonds and written requests for depositing or trading of bonds (if any).

b) With regard to warrant-linked bonds:  

- Total value of bonds issued;

- Exercise ratio;

- Number of rights to buy shares of each holder of warrant-linked bonds.

2. With regard to redemption of bonds before maturity or bond swap, 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 information to be published to the Stock Exchange. Information to be published includes:

a) Terms and conditions of bonds redeemed before maturity, including: quantity of bonds redeemed, redemption price, list of bond sellers and list of bondholders after redemption;

b) Terms and conditions of the bonds sold and purchased through bond swap, including: price and quantity of the sold bonds, price and quantity of the purchased bonds, swapping ratio, list of bondholders after the bond swap.

3. The Stock Exchange shall receive information to be published as prescribed in Clause 1 and Clause 2 of this Article for publishing on the corporate bond information webpage with regard to the conversion of bonds into shares, exercise of rights to buy shares, redemption of bonds before maturity and bond swap.

Section 2. ISSUANCE OF BONDS IN INTERNATIONAL MARKET

Article 27. Publishing of information before bond issue

1. At least 10 working days before the planned date of issuance of bonds in the international market, the issuer shall send information to be published before the bond issue, in the form of paper or electronic documents, to the Stock Exchange.

2. Information to be published before the bond issue:

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) Purposes of bond issuance;

c) The quantity of bonds to be issued;

d) Planned issuance date;

dd) Market and location of bond issuance;

e) Terms and conditions of bond;

g) SBV’s certification that the quantity of bonds issued falls within the limit on national commercial loan..

3. The Stock Exchange shall receive information published before the bond issue as prescribed in Clause 1 and Clause 2 of this Article for consolidating information on issuance of corporate bonds in the international market in accordance with the provisions in Article 30 hereof.

Article 28. Publishing of information on issuance results

1. Within 10 working days from the completion of the bond issue, the issuer shall send the information on issuance results in the form of paper or electronic documents to the Stock Exchange.

2. Information on issuance results to be published includes:

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) The quantity of bonds successfully issued;

c) Interest rate;

d) Main terms and conditions of bonds (quantity, face value, currency, term, method of principal and interest payment, date of issuance and maturity date);

dd) Market and location of bond issuance.

3. The Stock Exchange shall receive information on issuance results from the issuer as prescribed in Clause 1 and Clause 2 of this Article for consolidating information on issuance of corporate bonds in the international market in accordance with the provisions in Article 30 hereof.

Section 3: CORPORATE BOND INFORMATION WEBPAGE AND REPORTING ON ISSUANCE OF CORPORATE BONDS

Article 29. Corporate bond information webpage of Stock Exchange

1.[15] According to the assignment by the Ministry of Finance, the Stock Exchange shall consolidate information on corporate bonds, build and operate the corporate bond information webpage for publishing information in accordance with the provisions in Article 21 through 28 hereof and specific guidelines given by the Ministry of Finance.

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

a) Name, type of business and contact address of the issuer;

b) Information on issuance of corporate bonds in the domestic market, including:

- Bond code (if available);

- Main terms and conditions of issued bonds (date of issuance, quantity, face value, maturity date, method of interest payment, terms and conditions for redemption and bond swap, if any);

- Conversion from bonds into shares, exercise of rights to buy shares by holders of warrant-linked bonds, redemption of bonds before maturity and bond swap (if any);

c) Information on issuance of corporate bonds in the international market, including:

- The quantity of bonds successfully issued;

- Main terms and conditions of issued bonds;

- Issuing market;

d) The issuer’s financial health, payment of bond principal and interests, use of funds raised from bond issue, disbursement progress, project progress and environmental impact assessment reports in case of issuance of green bonds;

dd) Publishing of the issuer’s ad hoc information;

e) Depository (according to regulations in force in the issuing market).

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.

4. The Stock Exchange shall formulate and promulgate the regulations on operation of the corporate bond information webpage, and consolidate information on issuance of corporate bonds for submission of periodic reports to the Ministry of Finance in accordance with the provisions in Article 30 hereof.

Article 30. Reports on issuance of corporate bonds made by Stock Exchange, depository and counseling organizations [16]

1. The Stock Exchange shall provide monthly, quarterly and annual reports on issuance and trading of corporate bonds, including those issued in the domestic market and international market, according to guidelines given by the Ministry of Finance. A report submitted by the Stock Exchange includes the following contents:

a) The number of issuers sorted by type of business, including public company, non-public joint-stock company and limited liability company, the number of bond issues (including the issuance of convertible bonds, secured bonds, warrant-linked bonds, and green bonds);

b) Main terms and conditions of bonds to be issued and issuance results;

c) Average interest rate on bonds of each term;

d) Market and location of bond issuance;

dd) Information on the registration, depository and trading of corporate bonds, including:

- The number of enterprises carrying out registration and depositing of bonds, and the number of bonds registered and deposited during the period; the number of bonds traded in the period.

- The payment of bond principals and interests;

- The number of bondholders of each bond code.

2. The depository shall provide information for the Stock Exchange within 01 working day upon completion of a bond transaction. The depository shall provide monthly, quarterly and annual information on the registration and depositing of bonds for the Stock Exchange that shall then consolidate received information and report it to the Ministry of Finance according to the provisions in Clause 1 of this Article.

3. Counseling organizations shall submit reports on their provision of counseling on issuance of corporate bonds to the Ministry of Finance for every 06 months and on an annual basis.

4. The Ministry of Finance shall provide guidelines on reporting by the Stock Exchange, depository and counseling organizations according to the provisions in Clauses 1, 2 and 3 of this Article.

Chapter V

RESPONSIBILITY OF RELEVANT AUTHORITIES

Article 31. Responsibilities of Ministry of Finance

1. Play the leading role and cooperate with relevant agencies in instructing the implementation hereof.

2. Consolidate and assess the issuance of corporate bonds in accordance with regulations herein for requesting the Government to promulgate or amend mechanisms/policies for issuance of corporate bonds.

Article 32. Responsibilities of SBV

1. Instruct credit institutions to organize issuance of bonds in accordance with regulations of the Law on Credit Institutions and regulations herein.

2. Provide guidelines on foreign exchange management contents concerning the issuance of corporate bonds in the international market.

Article 33. Responsibilities of SSC

1. Impose penalties for administrative violations against regulations on issuance of corporate bonds in accordance with regulations on penalties for administrative violations in the fields of securities and securities market.

2. Give opinions about the issuance of convertible bonds, warrant-linked bonds by public companies in accordance with regulations of the Law on Securities.

Article 34. Responsibilities of Boards of Directors, General Meeting of Shareholders, Boards of Members and Company’s Presidents

1. Consider giving approval for the bond issuance plans in accordance with regulations herein and relevant laws.

2. Supervise the mobilization and use of funds raised from bond issues in accordance with regulations in force and the company’s charter.

3. Assume the full responsibility for their decisions on raising of funds through issuance of corporate bonds and supervise the use of funds raised from bond issues according to bond issuance plans approved and notified to investors.

Article 35. Responsibilities of issuers

1. Comply with regulations on conditions for bond issuance, issuance methods, issuance dossiers, publishing of information and reporting herein.

2. Allocate, manage and use funds raised from issuance of bonds for correct purposes as prescribed herein and in the bond issuance plans approved by competent authorities.

3. Make full and timely payments of bond principal and interests when they become due and facilitate the exercise of associated rights (if any) by bondholders.

4. Assume responsibility for accuracy, truthfulness and adequacy of published information and financial statements; comply with regulations on financial management, reporting and statistical accounting as prescribed by law.

5. Issuers that fail to comply with regulations herein shall be liable to penalties for administrative violations against regulations on issuance of corporate bonds in accordance with the provisions of the Government’s Decree No. 108/2013/ND-CP dated September 23, 2013, the Government’s Decree No. 145/2016/ND-CP dated November 01, 2016, and their guiding and amending documents (if any).

Article 36. Responsibilities of organizations providing counseling, bidding, brokerage and underwriting services

1.[17] Provide counseling, bidding, brokerage and underwriting services for issuers under the signed service contracts and in accordance with regulations laid down herein and the Law on Securities.

2.[18]. Review the compliance with regulations on limitation on the number of investors as prescribed in Clause 2 Article 4 and Clause 8 Article 6 hereof, issuance conditions and dossiers prescribed in Article 10, Article 11 and Article 13 hereof.

3. Comply with regulations on information publishing and reporting laid down herein.

Article 37. Responsibilities of depository

1. Carry out depositing of corporate bonds, provide information and manage the number of bondholders as prescribed in Article 16 hereof.

2.[19] Provide periodic information on depositing and trading of bonds, and ownership of bonds by investors for the Stock Exchange according to the provisions in Article 30 hereof.

Article 38. Responsibilities of Stock Exchange

1. Build and operate the corporate bond information webpage in accordance with regulations herein.

2. Promulgate regulations on operation of the corporate bond information webpage after obtaining opinions from the Ministry of Finance.

3. Consolidate information on issuance of corporate bonds in accordance with regulations herein.

4. Comply with regulations on publishing of information and reporting on private placement of corporate bonds in accordance with regulations herein.

Chapter VI

IMPLEMENTATION [20]

Article 39. Effect

1. This Decree comes into force from February 01, 2019.

2. This Decree supersedes the Government’s Decree No. 90/2011/ND-CP dated October 14, 2011 on issuance of corporate bonds.

Article 40. Transition

1. Corporate bonds issued before this Decree comes into force shall be treated according to terms and conditions specified in bond issuance plans approved and notified to investors.

2. From the effective date of this Decree, issuers of bonds in accordance with the provisions of the Government’s Decree No. 90/2011/ND-CP dated October 14, 2011 shall carry out publishing of information and send published information to the Stock Exchange as prescribed in Article 24, Article 25 and Article 26 hereof. The depositing of bonds shall be carried out according to the provisions of Article 16 hereof.

Article 41. Responsibility for implementation

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

[1] This document is consolidated from the following 02 Decrees:

- The Government’s Decree No. 163/2018/ND-CP dated December 04, 2018 prescribing issuance of corporate bonds, which comes into force from February 01, 2019, is amended by:

- 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 dated December 04, 2018 prescribing issuance of corporate bonds, which comes into force from September 01, 2020 (hereinafter referred to as “Decree No. 81/2020/ND-CP”).

This document supersedes none of 02 Decrees mentioned above.

[2] The Decree No. 81/2020/ND-CP is promulgated pursuant to:

“The Law on Organization of Government dated June 19, 2015;

The Law on Enterprises dated November 26, 2014;

The Law on Securities dated June 29, 2006;

The Law on Amendments to the Law on Securities dated November 24, 2010;

The Law on Credits Institutions dated June 16, 2010;

The Law on Amendments to the Law on Credit Institutions dated November 20, 2017;

And at the request of the Minister of Finance;”

[3] This Article is amended according to Clause 1 Article 1 of the Decree No.81/2020/ND-CP, coming into force from September 01, 2020.

[4] This Clause is amended according to Clause 2 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[5] This Clause is amended according to Clause 3 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[6] This Clause is amended according to Clause 4 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[7] This Clause is amended according to Clause 5 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[8] This Clause is amended according to Clause 5 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[9] This Clause is amended according to Clause 6 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[10] This Clause is amended according to Clause 7 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[11] This Article is amended according to Clause 8 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[12] This Clause is amended according to Clause 9 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[13] This Clause is amended according to Clause 9 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[14] This Clause is amended according to Clause 10 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[15] This Clause is amended according to Clause 11 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[16] This Article is amended according to Clause 12 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[17] This Clause is amended according to Clause 13 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[18] This Clause is amended according to Clause 13 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[19] This Clause is amended according to Clause 14 Article 1 of the Decree No. 81/2020/ND-CP, coming into force from September 01, 2020.

[20] Article 2 of Decree No. 81/2020/ND-CP stipulates as follows:

“Article 2. Implementation

1. This Decree comes into force from September 01, 2020.

2. For corporate bonds issued before this Decree comes into force, their terms and conditions as stated in the bond issuance plan notified to investors shall remain valid, and depositing, periodic reporting and information publishing, and issuers' responsibility shall comply with regulations laid down herein and guidelines given by the Ministry of Finance.

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