Decree 83/2023/ND-CP amend Decree 95/2018/ND-CP trading of the Government’s debt instruments on the securities market

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 95/2018/ND-CP of June 30, 2018, on the issuance, registration, depositing, listing and trading of the Government’s debt instruments on the securities market^[1]

Pursuant to the June 19, 2015 Law on Organization of the Government; and the November 22, 2019 Law Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration;

Pursuant to the June 25, 2015 Law on the State Budget;

Pursuant to the November 23, 2017 Law on Public Debt Management;

Pursuant to the November 26, 2019 Law on Securities;

At the proposal of the Minister of Finance;

The Government promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 95/2018/ND-CP of June 30, 2018, on the issuance, registration, depositing, listing and trading of the Government’s debt instruments on the securities market.

Article 1. To amend and supplement a number of articles of the Government’s Decree No. 95/2018/ND-CP of June 30, 2018, on the issuance, registration, depositing, listing and trading of the Government’s debt instruments on the securities market

1. To amend and supplement Clause 5, Article 15 as follows:

“5. Bidding results shall be determined by the method of single-price bidding.”

2. To amend and supplement Point a, Clause 3, Article 16 as follows:

“a/ Based on requirements of each issuance underwriting and conditions on lead underwriters specified in Clause 2 of this Article, the State Treasury shall select
a lead underwriter/joint lead underwriters for such issuance underwriting under Clause 4 of this Article.”

3. To add Clause 4 to Article 16 as follows:

“4. Procedures for selecting a lead underwriter/joint lead underwriters are as follows:

a/ When wishing to issue bonds by the method of issuance underwriting, the State Treasury shall notify the plan on organization of issuance underwriting on its website and websites of the Ministry of Finance and Stock Exchanges for organizations to register for acting as lead underwriters or joint lead underwriters. Contents to be notified include:

Information on the projected issuance underwriting: basic conditions and terms of bonds (issuance currency, maturity, par value, and principal and interest payment method); projected volume of bonds to be issued; oriented interest rate for each maturity; projected time of issuance, issuance method; and projected time of negotiation and signing of the underwriting contract;

Information on the selection of lead underwriters/joint lead underwriters: conditions and criteria for lead underwriter/joint lead underwriters specified in Clause 2 of this Article; time limit and place for receipt of dossiers of registration for acting as lead underwriters/joint lead underwriters.

b/ Organizations that fully satisfy the conditions for, and wish to become, lead underwriters/joint lead underwriters shall hand-deliver sealed dossiers to the State Treasury or send them by post to the address notified by the State Treasury. Such a dossier must comprise:

An application for registration for acting as a lead underwriter/joint lead underwriter, made according to Form No. 05 provided in the Appendix to this Decree;

 A proposed bond underwriting plan with such basic contents as forecasts of the development of the bond market and the capacity of bond issuance by the underwriting method; a plan on bond issuance underwriting (projected members of the underwriter syndicate, implementation method and time, projected issuance volume and interest rate); proposed expenses for the bond issuance underwriting; and commitments of the lead underwriter;

Documents proving the satisfaction of the conditions for acting as a lead underwriter/joint lead underwriter, including a copy of the enterprise registration certificate, establishment and operation license or legal document of equivalent validity (a duplicate granted from the master register, a copy certified by the competent state agency or an uncertified copy produced together with the original for collation); and documents proving the applicant’s experience in the field of securities underwriting.

c/ Upon the expiration of the time limit for dossier receipt, the State Treasury shall form a team to open to the sealed dossier for evaluation and selection of a lead underwriter/joint lead underwriter based on the conditions for, and plan on, bond issuance underwriting.

d/ Within 15 working days from the final date of receipt of dossiers of registration for acting as a lead underwriter/joint lead underwriter, the State Treasury shall notify in writing results of the selection of a lead underwriter/joint lead underwriters to registering institutions and disclose such results on its website and the websites of the Ministry of Finance and Stock Exchanges.

dd/ The State Treasury and a lead underwriter/joint lead underwriters shall reach an agreement on contents and sign an on-principle bond issuance underwriting contract according to a form provided by the Ministry of Finance. Such an on-principle contract serves as a basis for a lead underwriter/joint lead underwriters to select issuance underwriters/issuance co-underwriters.

e/ The lead underwriter/joint lead underwriter that selects issuance underwriters/issuance co-underwriters shall send to the State Treasury a report, made according to the form provided by the Ministry of Finance, for the latter to approve the list of issuance underwriters/issuance co-underwriters.”

4. To amend and supplement Article 17 as follows:

“Article 17. Private placement of government bonds

1. Private placement means the method of selling government bonds directly to specific purchasers or selecting commercial banks or foreign bank branches to act as agents for distribution and payment of government bonds (below referred to as distribution agents) for purchasers.

2. The State Treasury shall work out plans on issuance of government bonds by the method of private placement, then report them to the Ministry of Finance for approval. Such a plan must have the following principal contents:

a/ Subjects eligible for bond purchase;

b/ Projected volume of bonds to be issued;

c/ Bond maturity;

d/ Projected interest rate;

dd/ Projected time of issuance.

e/ Projected form of private placement (the State Treasury directly issues bonds or selects distribution agent(s)).

3. The Ministry of Finance shall approve plans on private placement of government bonds under Clause 2 of this Article.

4. The State Treasury shall organize the implementation of private placement plans approved by the Ministry of Finance. In case of selection of distribution agents, the selection of, and signing of contracts with, distribution agents must comply with Clauses 5 and 6 of this Article.

5. Conditions for an institution to act as a distribution agent:

a/ Being a commercial bank or foreign bank branch lawfully established and operating in Vietnam, having the function of providing bond issuance agency services in accordance with the Law on Credit Institutions and guidance of the State Bank of Vietnam;

b/ Having an operation network for distribution and payment of government bonds;

c/ Having a bond distribution and payment plan satisfying the issuance-organizing institution’s requirements for each issuance.

6. Process of selection of distribution agents:

a/ When wishing to issue bonds by the method of private placement through distribution agents, the State Treasury shall notify the plan on organization of bond issuance on its website and the websites of the Ministry of Finance and Stock Exchanges for commercial banks and foreign bank branches to register for acting as distribution agents. Contents to be notified include:

Information on bonds projected to be issued: basic conditions and terms of bonds (issuance currency, maturity, par value, principal and interest payment method); projected volume of bonds to be issued; projected time of issuance, and issuance method;

Information on the selection of distribution agents: conditions on distribution agents specified in Clause 5 of this Article; time limit and place for receipt of dossiers for registration for acting as distribution agents.

b/ Institutions that fully satisfy the conditions specified in Clause 5 of this Article and wish to act as distribution agents shall hand-deliver sealed documents to the State Treasury or send them by post to the address notified by the State Treasury. Such a dossier must comprise:

An application for registration for acting as a distribution agent, made according to Form No. 06 provided in the Appendix to this Decree;

A plan on organization of bond distribution and payment with such basic contents as forecasts of the development of the bond market and capacity of bond distribution; a bond distribution and payment plan; and proposed charge rate for bond distribution and payment;

Documents proving the satisfaction of conditions for acting as a distribution agent, including a copy of the enterprise registration certificate, establishment and operation license or legal document of equivalent validity (a duplicate granted from the master register, a copy certified by a competent state agency or an uncertified copy produced together with the original for collation); information on the operation network and infrastructure facilities for bond distribution and payment as required by the State Treasury.

c/ Upon the expiration of the time limit for dossier receipt, the State Treasury shall form a team to open sealed dossiers and organize the evaluation and selection of one or more than one institution to act as distribution agent(s) based on the bond distribution and payment conditions and plan.

d/ Within 15 working days from the final date of receipt of dossiers of registration for acting as distribution agents, the State Treasury shall notify in writing distribution agent selection results to registering institutions and disclose such results on its website and the websites of the Ministry of Finance and Stock Exchanges.

dd/ The State Treasury shall sign contracts with distribution agents according to the form provided by the Ministry of Finance. Bond distribution and payment contracts serve as a ground for certifying rights and obligations of distribution agents and the State Treasury.

e/ Distribution agents shall organize the implementation of contents on bond distribution and payment in contracts signed with the State Treasury.”

5. To amend and supplement Clause 2, Article 22 as follows:

“2. Based on the state budget’s capital mobilization demand, the Ministry of Finance shall assume the prime responsibility for, and coordinate with the State Bank of Vietnam in, formulating a scheme on issuance of government bonds on the domestic market in a freely convertible foreign currency, and submit it to the Prime Minister for consideration and approval. Such a scheme must have the following principal contents:

a/ Issuance purpose(s);

b/ Volume of bonds to be issued;

c/ Conditions and terms of bonds: maturity and par value; currency for bond issuance and payment; issuance interest rate;

d/ Method of bond issuance (bidding, underwriting or private placement);

dd/ Subjects eligible for bond purchase specified in this Decree and the law on foreign exchange management;

e/ Bond registration, depositing and trading.”

6. To amend and supplement Clause 3, Article 22 as follows:

“3. Based on schemes on issuance of foreign-currency bonds approved by the Prime Minister, the Ministry of Finance shall organize the issuance of foreign-currency bonds.”

7. To amend and supplement Clause 1, Article 24 as follows:

“1. The Ministry of Finance shall formulate plans on repurchase of debt instruments before the date of maturity and submit them to the Prime Minister for approval in annual borrowing and public debt payment plans or in separate debt rescheduling plans. Contents to be submitted to the Prime Minister include:

a/ Repurchase purpose(s);

b/ Volume, conditions and terms of debt instruments to be repurchased;

c/ Source(s) for repurchase;

d/ Repurchase method;

dd/ Projected time of repurchase organization and related expenses.”

8. To amend and supplement Clause 1, Article 25 as follows:

“1. The Ministry of Finance shall formulate plans on swap of the Government’s debt instruments before the date of maturity and submit them to the Prime Minister for approval in annual borrowing and public debt payment plans or in separate debt rescheduling plans. Contents to be submitted to the Prime Minister include:

a/ Swap purpose(s);

b/ Volume, conditions and terms of debt instruments projected to be issued for swapping with outstanding debt instruments;

c/ Swapping method;

d/ Projected time of swap organization and related expenses.”

Article 2. To annul a number of clauses and replace a phrase in the Government’s Decree No. 95/2018/ND-CP of June 30, 2018, on the issuance, registration, depositing, listing and trading of the Government’s debt instruments on the securities market

1. To annul Clause 3 of Article 3 and Clause 3 of Article 25.

2. To replace the phrase “the Vietnam Securities Depository Center” in Clause 1, Article 2; Clause 2, Article 13; Article 18, and Clause 4, Article 22, with the phrase “the Vietnam Securities Depository and Clearing Corporation”.

Article 3. Implementation provisions

1. This Decree takes effect on January 15, 2024.

2. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, and chairpersons of provincial-level People’s Committees shall implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
LE MINH KHAI

* The Appendix to this Decree is not translated.