Circular No. 122/2020/TT-BTC guiding reporting regimes under Decree No. 153/2020/ND-CP

CIRCULAR

Guiding the information disclosure and reporting regimes under the Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market ^[1]

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

Pursuant to the Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market;

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

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

The Minister of Finance promulgates the Circular guiding the information disclosure and reporting regimes under the Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular guides the information disclosure and reporting regimes under the Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market (below referred to as Decree No. 153/2020/ND-CP), including:

a/ Information disclosure regimes applicable to corporations issuing bonds in the domestic market and to the international market;

b/ Reporting regimes applicable to the Stock Exchanges, organizations providing counseling on corporate bond offering dossiers, organizations engaged in corporate bond issuance bidding, underwriting or agency, and bond registration and depository institutions.

2. Bond-issuing corporations being public companies, securities companies or securities investment fund management companies shall, apart from complying with the provisions of this Circular, abide by the information disclosure and reporting regimes in accordance with the securities law.

Article 2. Subjects of application

1. Bond-issuing corporations specified in Decree No. 153/2020/ND-CP.

2. Organizations providing counseling on corporate bond offering dossiers; organizations engaged in corporate bond issuance bidding, underwriting or agency; and corporate bond registration and depository institutions.

3. The State Securities Commission of Vietnam.

4. The Hanoi Stock Exchange.

5. Organizations and individuals providing services related to the private placement of corporate bonds, and registration, depository and trading of privately placed corporate bonds.

Chapter II

A NUMBER OF CONTENTS ON INFORMATION DISCLOSURE AND REPORTING REGIMES

Section 1

INFORMATION DISCLOSURE BY CORPORATIONS ISSUING BONDS IN THE DOMESTIC MARKET

Article 3. Information disclosure prior to private placement of bonds

1. Bond-issuing corporations shall disclose information prior to private placement of bonds in accordance with Article 19 of Decree No. 153/2020/ND-CP.

2. The information contents subject to disclosure prior to private placement of bonds are specified in the form provided in Appendix I to this Circular.

3. The forms of information disclosure must comply with Points a and b, Clause 1, and Clause 2, Article 6 of this Circular.

Article 4. Disclosure of information on results of private placement of bonds and periodical information disclosure

1. Bond-issuing corporations shall disclose information on results of private placement of bonds in accordance with Article 20 of Decree No. 53/2020/ND-CP. The to-be-disclosed information contents on results of private placement of bonds in the domestic market are specified in the form provided in Appendix II to this Circular.

2. Bond-issuing corporations shall disclose information once every 6 months and every year in accordance with Article 21 of Decree No. 153/2020/ND-CP and the form provided in Appendix III to this Circular.

3. The forms of disclosure of information on results of private placement of bonds and periodical information disclosure must comply with Article 6 of this Circular.

Article 5. Disclosure of information on convertible bonds, warrant-linked bonds, premature redemption of bonds or bond swap

1. Bond-issuing corporations shall disclose information on the conversion of bonds into stocks or execution of rights of warrants in accordance with Clause 1, Article 23 of Decree No. 153/2020/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix IV to this Circular.

2. Bond-issuing corporations shall disclose information on premature redemption of bonds or bond swap in accordance with Clause 2, Article 23 of Decree No. 153/2020/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix IV to this Circular.

3. Forms of information disclosure:

a/ For information disclosure prior to premature redemption of bonds and prior to bond swap, the forms of information disclosure must comply with Clause 1, Article 6 of this Circular.

b/ For disclosure of information on the conversion of bonds into stocks or execution of rights of warrants, results of premature redemption of bonds and results of bond swap, the forms of information disclosure must comply with Article 6 of this Circular.

Article 6. Forms of information disclosure by bond-issuing corporations

1. Bond-issuing corporations shall disclose information to bond purchasers in the following forms:

a/ Paper documents;

b/ Electronic documents;

c/ Posting on their websites;

d/ Posting on the specialized page on corporate bonds of the Hanoi Stock Exchange in accordance with Article 32 of Decree No. 153/2020/ND-CP.

2. Bond-issuing corporations shall send information disclosure contents to the Hanoi Stock Exchange in the form of electronic documents via the specialized page on corporate bonds of the Hanoi Stock Exchange.

Section 2

INFORMATION DISCLOSURE BY CORPORATIONS ISSUING BONDS TO THE INTERNATIONAL MARKET

Article 7. Information disclosure prior to bond offering

1. Bond-issuing corporations shall disclose information prior to bond offering in accordance with Article 29 of Decree No. 153/2020/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix I to this Circular.

2. The forms of information disclosure prior to bond offering must comply with Clause 2, Article 6 of this Circular.

Article 8. Disclosure of information on results of bond offering

1. Bond-issuing corporations shall disclose information on results of bond offering in accordance with Article 30 of Decree No. 53/2020/ND-CP. The to-be-disclosed information contents on results of bond offering to the international market are specified in the form provided in Appendix II to this Circular.

2. The forms of disclosure of information on results of bond offering must comply with Clause 2, Article 6 of this Circular.

Article 9. Periodical information disclosure

1. Bond-issuing corporations shall periodically disclose information in accordance with Article 31 of Decree No. 153/2020/ND-CP, with the following contents:

a/ Information contents subject to periodical disclosure as specified in the form provided in Appendix III to this Circular;

b/ To-be-disclosed information contents on the conversion of bonds into stocks, execution of rights of warrants, results of premature redemption of bonds and results of bond swap in the period (if any), as specified in the form provided in Appendix IV to this Circular.

2. The forms of periodical information disclosure must comply with Clause 2, Article 6 of this Circular.

Section 3

REPORTING REGIMES APPLICABLE TO ORGANIZATIONS PROVIDING COUNSELING ON CORPORATE BOND OFFERING DOSSIERS, ORGANIZATIONS ENGAGED IN CORPORATE BOND ISSUANCE BIDDING, UNDERWRITING OR AGENCY, BOND REGISTRATION AND DEPOSITORY INSTITUTIONS, AND STOCK EXCHANGES

Article 10. Reporting by organizations providing counseling on corporate bond offering dossiers

1. Organizations providing counseling on corporate bond offering dossiers shall send quarterly and annual reports on the provision of counseling on corporate bond offering dossiers in accordance with Clause 1, Article 33 of Decree No. 153/2020/ND-CP. Such a report must have the following contents:

a/ Number of counseling contracts on corporate bond offering completed in the period, volume of corporate bonds successfully issued in the period and accumulated from January 1 through the final day of the reporting quarter or year, enclosed with specific information on the offering counseling dossiers performed in the period (names of bond-issuing corporations, bond codes, dates of issuance, volume of issued bonds, term of bonds, and issuance mode);

b/ Evaluation of compliance with regulations on conditions for offering and offering dossiers for each bond offering counseling contract performed and completed in the period in accordance with Decree No. 153/2020/ND-CP.

2. Report recipient, form and method of sending reports: Organizations providing counseling on corporate bond offering dossiers shall send paper reports to the State Securities Commission of Vietnam.

3. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 25 of the year following the reporting year, for annual reports.

Article 11. Reporting by organizations engaged in corporate bond issuance bidding, underwriting or agency

1. Organizations engaged in corporate bond issuance bidding, underwriting or agency shall send quarterly and annual reports on bond offering in electronic form to the Hanoi Stock Exchange in accordance with Clause 2, Article 33 of Decree No. 153/2020/ND-CP and the Regulation on receipt of information and supervision of the implementation of the regimes on information disclosure, reporting and supervision of the trading of corporate bonds at the Hanoi Stock Exchange.

2. The reporting contents must include:

a/ Number of contracts and volume of bonds for issuance bidding, underwriting or agency already completed and currently performed in the period and accumulated from January 1 through the final day of the reporting quarter or year;

b/ Results of bond issuance bidding, underwriting or agency in the period by each bond-issuing corporation, clearly stating the basic conditions and terms for each bond to be issued in accordance with Article 6 of Decree No. 153/2020/ND-CP, issuance mode, compliance with regulations on bond purchasers and structure of bond purchasers after bond offering and distribution.

3. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 25 of the year following the reporting year, for annual reports.

Article 12. Reporting by bond registration and depository institutions

1. Bond registration and depository institutions shall send quarterly and annual reports on bond registration and depository, and payment of bond principals and interests until the bond maturity date; number of bondholding investors and the trading of privately placed bonds in accordance with Clause 2, Article 33 of Decree No. 153/2020/ND-CP.

2. Reporting contents of a period (accumulated from January 1 through the final day of a quarter/year) are specified in the form provided in Appendix V to this Circular.

3. Reporting form: Bond registration and depository institutions shall send electronic reports to the Hanoi Stock Exchange via the specialized page on corporate bonds.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 25 of the year following the reporting year, for annual reports.

Article 13. Periodical reporting by the Hanoi Stock Exchange

1. The Hanoi Stock Exchange shall make quarterly and annual reports on issuance and trading of corporate bonds in accordance with Clause 3, Article 33 of Decree No. 153/2020/ND-CP, specifically as follows:

a/ Reports on issuance and trading of bonds in the domestic market, and the issuance of bonds to the international market in a period (accumulated from January 1 through the final day of a quarter/year), shall be made according to the forms provided in Appendix VI to this Circular.

b/ Particularly for reports at the end of the second quarter and annual reports, in addition to the contents specified at Point a of this Clause, they must also have information on the financial situation of bond-issuing corporations and the situation of depository of bonds issued in the domestic market and shall be made according to the form provided in Appendix VI to this Circular.

c/ Evaluation of and remarks on offering and trading of corporate bonds in the period and bonds accumulated from the beginning of the year to the end of the reporting period (issuance of corporate bonds; compliance with the information disclosure regime by bond-issuing corporations; compliance with reporting regimes by service providers; bond trading; payment of bond principals and interests; conversion of bonds; execution of rights, premature redemption of bonds and bond swap).

2. Report recipients, reporting form and method: The Hanoi Stock Exchange shall send paper reports to the State Securities Commission of Vietnam; and send paper and electronic reports to the Ministry of Finance (the Department of Banking and Financial Institutions - email: [email protected]).

3. Reporting deadlines:

a/ The final day of the first month of the quarter following the reporting quarter, for quarterly reports; or September 30, for reports at the end of the second quarter;

b/ April 29 of the year following the reporting year, for annual reports.

Chapter III

IMPLEMENTATION PROVISIONS

Article 14. Effect and transitional provisions

1. This Circular takes effect on February 15, 2021.

2. This Circular replaces the Ministry of Finance’s Circular No. 77/2020/TT-BTC of August 14, 2020, guiding a number of provisions of the Government’s Decree No. 81/2020/ND-CP of July 9, 2020, amending and supplementing a number of articles of the Government’s Decree No. 163/2018/ND-CP of December 4, 2018, on issuance of corporate bonds.

3. For corporate bonds issued before the effective date of Decree No. 153/2020/ND-CP, the reporting and periodical information disclosure regimes must comply with Article 44 of Decree No. 153/2020/ND-CP and this Circular until their maturity date.

Article 15. Organization of implementation

1. The Chief of the Office, the Director of the Department of Banking and Financial Institutions, and heads of related units under the Ministry of Finance, the State Securities Commission of Vietnam, the Hanoi Stock Exchange, bond-issuing corporations, organizations providing counseling on corporate bond offering dossiers, organizations engaged in corporate bond issuance bidding, underwriting or agency, bond registration and depository institutions, and related organizations and individuals shall implement this Circular.

2. In the course of receiving and summarizing disclosed information of bond-issuing corporations and reports of organizations engaged in corporate bond issuance bidding, underwriting or agency, and bond registration and depository institutions, if the information disclosure and reporting regimes are implemented in contravention of regulations or there is any abnormal information, the Hanoi Stock Exchange shall take the initiative in reporting thereon to the Ministry of Finance and the State Securities Commission of Vietnam.-

For the Minister of Finance
Deputy Minister
HUYNH QUANG HAI

* The appendices to this Circular are not translated.