Circular 138/2026/TT-BTC guiding Decree 200/2026/ND-CP on private placement and trading of corporate bonds

CIRCULAR

Guiding a number of articles of Decree No. 200/2026/ND-CP providing the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market

Pursuant to Law No. 54/2019/QH14 on Securities, amended and supplemented by Law No. 56/2024/QH15;

Pursuant to Law No. 59/2020/QH14 on Enterprises, amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to the Government’s Decree No. 200/2026/ND-CP of June 5, 2026, providing the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market;

Pursuant to the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing the implementation of a number of articles of the Law on Securities, amended and supplemented by Decree No. 245/2025/ND-CP;

Pursuant to the Government’s Decree No. 29/2025/ND-CP of February 24, 2025, defining the functions, tasks, powers and organizational structure of the Ministry of Finance, amended and supplemented by Decree No. 166/2025/ND-CP;

At the proposal of the Chairperson of the State Securities Commission;

The Minister of Finance promulgates the Circular guiding a number of articles of the Decree providing the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular guides a number of contents specified in Clause 4, Article 14, Clauses 4 and 8, Article 20, Clause 10, Article 21, Clause 1, Article 29, Clauses 2, 3 and 4, Article 31, Clause 1, Article 32, Clause 4, Article 33, Clause 1, Article 35, Clause 6, Article 37, Clause 6, Article 39, Clauses 1, 2 and 3, Article 40, Clauses 2 and 3, Article 41, Clause 1, Article 43, and Clause 1, Article 44, of the Government’s Decree No. 200/2026/ND-CP of June 5, 2026, providing the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market.

Article 2. Subjects of application

1. Joint stock companies and limited liability companies established and operating under Vietnam’s law that privately place and trade in corporate bonds in the domestic market and offer corporate bonds to the international market.

2. Advisory organizations on bond offering dossiers; organizations engaged in bidding, underwriting and agency for bond issuance; bondholders’ representatives; bond registration and depository organizations; depository members and trading members; organizations opening direct accounts, excluding organizations opening direct accounts specified at Point b, Clause 1, Article 165 of the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing the implementation of a number of articles of the Law on Securities.

3. The Vietnam Exchange and the Hanoi Stock Exchange.

4. The Vietnam Securities Depository and Clearing Corporation and the Vietnam Securities Clearing Company.

5. Investors participating in the purchase, trading and transfer of privately placed corporate bonds.

6. Other related agencies, organizations and individuals.

Article 3. Interpretation of terms

1. Settlement system for transactions of privately placed corporate bonds means a system of physical facilities, technical infrastructure and technology organized by the Vietnam Securities Depository and Clearing Corporation and settlement banks, with the participation of related parties, to serve the settlement of transactions of privately placed corporate bonds.

2. Real-time settlement on a transaction-by-transaction basis means a method of settlement of transactions of privately placed corporate bonds carried out on the basis of each transaction as soon as the buyer has sufficient funds and the seller has sufficient privately placed corporate bonds in its securities depository account.

3. Execution price means the price per bond used to determine the settlement amount of a transaction.

4. Outright transaction means a transaction on the trading system for privately placed corporate bonds in which a seller transfers bond ownership to a buyer without a commitment to repurchase the bonds.

Chapter II

REGISTRATION, DEPOSITORY, EXERCISE OF RIGHTS, OWNERSHIP TRANSFER, TRANSACTION SETTLEMENT AND ORGANIZATION OF THE MARKET FOR TRADING OF CORPORATE BONDS PRIVATELY PLACED IN THE DOMESTIC MARKET

Section 1

REGISTRATION, DEPOSITORY, EXERCISE OF RIGHTS AND OWNERSHIP TRANSFER

Article 4. Registration, deregistration and management of information on privately placed corporate bonds

1. Issuing enterprises shall register information on privately placed corporate bonds in accordance with Appendix I issued together with this Circular and the guidance in the Vietnam Securities Depository and Clearing Corporation’s regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

2. When there is a change in the information that the issuing enterprise has registered with the Vietnam Securities Depository and Clearing Corporation under Clause 1 of this Article, within 10 days from the date of the change and no later than 05 working days before the bond maturity date, the issuing enterprise shall adjust the information with the Vietnam Securities Depository and Clearing Corporation.

3. In case an issuing enterprise changes the conditions and terms of bonds under Clause 4, Article 5, and Clauses 5 and 6, Article 50 of Decree No. 200/2026/ND-CP, resulting in a decrease in the quantity of bonds registered at the Vietnam Securities Depository and Clearing Corporation, the issuing enterprise shall effect a downward adjustment to the quantity of registered bonds before or concurrently with changing the information on the conditions and terms of bonds with the Vietnam Securities Depository and Clearing Corporation.

4. The Vietnam Securities Depository and Clearing Corporation shall adjust the quantity of registered bonds downward in case an issuing enterprise prematurely redeems, swaps or converts part of the bonds, or in case an issuing enterprise changes the bond term but some bondholders do not approve, resulting in the issuing enterprise having to fully perform its obligations towards these bondholders under the disclosed bond issuance plan as specified at Point c, Clause 5, Article 50 of Decree No. 200/2026/ND-CP, and shall simultaneously send a notice of the reduction in the quantity of registered bonds to the Hanoi Stock Exchange.

5. The Vietnam Securities Depository and Clearing Corporation shall adjust information related to privately placed corporate bonds due to errors in the following cases:

a) The issuing enterprise makes errors in updating transfer information in the register of bondholders registered with the Vietnam Securities Depository and Clearing Corporation for transactions involving transfers made before the list of holders is finalized for bond registration and for which ownership transfer has been certified in accordance with law;

b) The issuing enterprise enters incorrect information on the quantity of bonds held by holders when preparing the register of bondholders;

c) The issuing enterprise or depository member makes errors in updating bondholder identification information with the Vietnam Securities Depository and Clearing Corporation.

6. Issuing enterprises shall take responsibility for the truthfulness, accuracy, completeness and timeliness of information provided under Clauses 1, 2 and 3 of this Article.

7. Privately placed corporate bonds shall be registered at the Vietnam Securities Depository and Clearing Corporation in the form of book entries or electronic data.

8. The Vietnam Securities Depository and Clearing Corporation shall deregister privately placed corporate bonds in the following cases:

a) The bonds reach maturity or the issuing enterprise prematurely redeems, swaps or converts all the bonds;

b) The issuing enterprise has its enterprise registration certificate, establishment and operation license or legal paper of equivalent validity revoked;

c) The Vietnam Securities Depository and Clearing Corporation detects that the issuing enterprise has falsified its bond registration dossier;

d) At the request of the Stock Exchange, in case the Stock Exchange detects that the issuing enterprise has falsified its bond trading registration dossier;

dd) The issuing enterprise ceases to exist due to dissolution or bankruptcy or undergoes enterprise division;

e) The bonds are cancelled under a legally effective court judgment or decision, an arbitral decision or a decision of a competent agency in accordance with law.

9. Upon bond deregistration, the Vietnam Securities Depository and Clearing Corporation shall cease recording information on bonds registered under Clause 1 of this Article at the Vietnam Securities Depository and Clearing Corporation. Bond deregistration or the downward adjustment to the quantity of bonds registered at the Vietnam Securities Depository and Clearing Corporation shall not change the lawful rights and interests of bondholders. Issuing enterprises shall be responsible for paying bond interest and principal under Article 22 of Decree No. 200/2026/ND-CP, managing information on bonds and continuing to give effect to the lawful rights and interests of bondholders (if any) in accordance with law after the bonds are deregistered or the quantity of registered bonds is adjusted downward at the Vietnam Securities Depository and Clearing Corporation (including bonds that have been blocked at the written request of a competent state agency as notified by the Vietnam Securities Depository and Clearing Corporation at the time of deregistration or downward adjustment to the quantity of bonds registered).

10. The registration, deregistration and management of information on privately placed corporate bonds shall comply with Clause 1, Article 20 of Decree No. 200/2026/ND-CP, this Circular and the Vietnam Securities Depository and Clearing Corporation’s regulations on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

Article 5. Assignment of tickers to privately placed corporate bonds

The assignment of tickers to privately placed corporate bonds shall comply with the law on securities registration, depository, clearing and transaction settlement and the regulation on assignment of domestic securities codes and international securities identification numbers at the Vietnam Securities Depository and Clearing Corporation.

Article 6. Depository of privately placed corporate bonds

1. Depository activities for privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation include: opening and management of securities depository accounts, bond deposit, bond withdrawal, book-entry transfer of deposited bonds outside the bond trading system, and blocking and unblocking of bonds.

2. Depository activities for privately placed corporate bonds shall comply with the law on securities registration, depository, clearing and transaction settlement, this Circular and the regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds. In case an investor already has a securities depository account at a depository member, the investor shall register information with the depository member to use this account for depository of privately placed corporate bonds.

3. In case an investor trades on the trading system for privately placed corporate bonds, the depository member shall register with the Vietnam Securities Depository and Clearing Corporation information on the securities depository account of the investor participating in trading privately placed corporate bonds and additional information in accordance with Appendix II issued together with this Circular.

4. Depository members shall take responsibility for the accuracy, completeness and timeliness of information when registering investors’ securities depository accounts and providing information to the Vietnam Securities Depository and Clearing Corporation. The Vietnam Securities Depository and Clearing Corporation may refuse to register securities depository account information in case a depository member provides incomplete or inaccurate information on an investor. On a daily basis, the Vietnam Securities Depository and Clearing Corporation shall prepare and send to the Hanoi Stock Exchange the list of accounts of investors and organizations opening direct accounts registered for trading privately placed corporate bonds after depository members and organizations opening direct accounts complete the registration or deregistration of securities depository account information at the Vietnam Securities Depository and Clearing Corporation, so that investors and organizations opening direct accounts may trade privately placed corporate bonds on the immediately following trading day.

Article 7. Exercise of rights of holders of privately placed corporate bonds

1. The Vietnam Securities Depository and Clearing Corporation shall carry out the exercise of rights of holders of privately placed corporate bonds at the request of issuing enterprises after checking the completeness and validity of dossiers as prescribed. Issuing enterprises shall take responsibility for the accuracy, completeness and timeliness of dossiers requesting the exercise of rights and shall also be liable for damage caused to bondholders in accordance with law in case requests for the exercise of rights sent to the Vietnam Securities Depository and Clearing Corporation are untimely, incomplete or inaccurate.

2. Cases of exercise of rights in relation to privately placed corporate bonds include:

a) Solicitation of bondholders’ opinions;

b) Payment of bond interest and principal;

c) Conversion of convertible bonds;

d) Bond swap;

dd) Premature bond redemption;

e) Other rights as provided by law.

3. Issuing enterprises, the Vietnam Securities Depository and Clearing Corporation and depository members shall be responsible for carrying out the exercise of rights for holders of bonds registered and deposited at the Vietnam Securities Depository and Clearing Corporation in accordance with this Circular, the regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds, and relevant laws. Issuing enterprises shall be responsible for carrying out the exercise of rights for holders of bonds not yet deposited at the Vietnam Securities Depository and Clearing Corporation. In case of failure to comply with these provisions, issuing enterprises, depository members and the Vietnam Securities Depository and Clearing Corporation shall be liable for damage caused to holders of privately placed corporate bonds in accordance with law.

4. In case of payment of bond interest and principal, issuing enterprises shall comply with Article 22 of Decree No. 200/2026/ND-CP, this Circular and the Vietnam Securities Depository and Clearing Corporation’s regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

5. In case an issuing enterprise changes the conditions and terms of bonds, or pays bond interest and principal falling due to bondholders with other assets under Clauses 4 and 5, Article 22 of Decree No. 200/2026/ND-CP, or pays bond interest and principal falling due under agreements with bondholders, resulting in the inability to make a cash payment of bond interest and principal simultaneously to all bondholders in accordance with the information on bond conditions and terms previously registered with the Vietnam Securities Depository and Clearing Corporation, the issuing enterprise shall itself make that payment to all bondholders and take full responsibility for payment to bondholders in accordance with law.

6. In case an issuing enterprise pays bond interest and principal with securities registered at the Vietnam Securities Depository and Clearing Corporation, the transfer of securities ownership shall comply with the law on securities registration, depository, clearing and transaction settlement.

Article 8. Transfer of ownership of privately placed corporate bonds

1. The Vietnam Securities Depository and Clearing Corporation shall transfer ownership of privately placed corporate bonds in the cases specified in Clause 6, Article 20 of Decree No. 200/2026/ND-CP.

2. The Vietnam Securities Depository and Clearing Corporation shall transfer ownership of privately placed corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation for transactions that are not purchases and sales or are not conducted through the trading system for privately placed corporate bonds as follows:

a) Donation or inheritance of securities in accordance with the Civil Code; division of common property of husband and wife during marriage in accordance with the Law on Marriage and Family;

b) Division, separation, consolidation, merger or dissolution of enterprises; reorganization or dissolution of public non-business units; termination of operation of business households in accordance with the Law on Enterprises and other relevant laws;

c) Ownership transfer under a court judgment or decision, an arbitral decision or a written request of a judgment enforcement agency;

d) Ownership transfer due to realization of collateral being privately placed corporate bonds registered at the Vietnam Securities Depository and Clearing Corporation; ownership transfer of privately placed corporate bonds to handle cases of inability to settle securities transactions;

dd) Ownership transfer of privately placed corporate bonds upon division, separation, consolidation, merger or dissolution of securities investment funds; establishment of, or increase in the charter capital of, private securities investment companies; increase or decrease in the charter capital of member funds; ownership transfer of privately placed corporate bonds when a fund makes payment with privately placed corporate bonds in repurchase activities of an open-end fund;

e) Entrusting investors transfer ownership of their privately placed corporate bonds to a fund management company in case the fund management company accepts management of an investment portfolio entrusted in the form of assets; a fund management company transfers ownership of entrusted privately placed corporate bonds to entrusting investors in case of a change in the corresponding terms of the investment entrustment contract; a fund management company transfers ownership of entrusted privately placed corporate bonds to entrusting investors, ensuring that such investors are eligible investors in privately placed corporate bonds in accordance with law, or transfers ownership of privately placed corporate bonds to another fund management company in case of termination of the investment portfolio management contract; a fund management company that is dissolved, becomes bankrupt or terminates its operation returns assets to entrusting investors or transfers the asset portfolio to another fund management company for management; ownership of privately placed corporate bonds is transferred between fund management companies managing assets of the same entrusting investor at that investor’s request;

g) Ownership transfer of privately placed corporate bonds arising when the issuing enterprise complies with Clauses 5 and 6, Article 22 of Decree No. 200/2026/ND-CP;

h) Ownership transfer of privately placed corporate bonds being valuable papers on the money market at the request of the State Bank of Vietnam;

i) Other cases of ownership transfer of privately placed corporate bonds shall be considered and carried out by the Vietnam Securities Depository and Clearing Corporation based on opinions of the State Securities Commission.

3. The party transferring ownership of privately placed corporate bonds shall deposit the privately placed corporate bonds before transferring ownership, except in the following cases:

a) The transferor is missing or dead;

b) Ownership transfer under a court judgment or decision, an arbitral decision or a written request of a judgment enforcement agency;

c) The transferor no longer exists after completing procedures for division, consolidation, merger, reorganization, dissolution or termination of operation;

d) Other cases shall be considered and carried out by the Vietnam Securities Depository and Clearing Corporation based on opinions of the State Securities Commission.

4. In case bonds have been deposited at the Vietnam Securities Depository and Clearing Corporation, depository members shall be responsible for determining professional securities investor status in accordance with law, ensuring that investors are eligible under Article 9 of Decree No. 200/2026/ND-CP before sending requests for ownership transfer to the Vietnam Securities Depository and Clearing Corporation for ownership transfers outside the Stock Exchange’s trading system, except for transfers made under a legally effective court judgment or decision, an arbitral decision or through inheritance in accordance with law.

5. When transferring bond ownership, related parties shall comply with Clause 4, Article 129 of the Law on Enterprises, Point c, Clause 1, and Point c, Clause 2, Article 31 of the Law on Securities, Clause 6, Article 20 of Decree No. 200/2026/ND-CP, relevant laws, and the Vietnam Securities Depository and Clearing Corporation’s regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

Section 2

ORGANIZATION OF TRADING

Article 9. Trading registration and cancellation of trading registration of privately placed corporate bonds

1. Dossiers, order and procedures for registration of bond trading on the trading system for privately placed corporate bonds shall comply with Clauses 3 and 4, Article 21 of Decree No. 200/2026/ND-CP.

2. In case of a change in information on the issuing enterprise due to enterprise formation following consolidation or merger or a change in the enterprise registration certificate, the issuing enterprise shall send a request for information adjustment to the Hanoi Stock Exchange within 10 days from receipt of the new enterprise registration certificate under the guidance in the Vietnam Exchange’s regulation on trading of privately placed corporate bonds.

In case of a change in information on bond conditions and terms under Clause 4, Article 5, and Clauses 5 and 6, Article 50 of Decree No. 200/2026/ND-CP, the issuing enterprise shall send a request for information adjustment to the Hanoi Stock Exchange within 10 days from the date of the change in bond conditions and terms under the guidance in the Vietnam Exchange’s regulation on trading of privately placed corporate bonds. Particularly in case of a change in information on the bond term, the enterprise shall send a request for information adjustment to the Hanoi Stock Exchange no later than 05 working days before the bond maturity date under the original issuance plan disclosed to investors. In case of failure to comply with these provisions, the issuing enterprise shall be liable for damage caused to bondholders in accordance with law.

3. The Hanoi Stock Exchange shall issue a notice of cancellation of trading registration within 05 working days from the date of determination of the grounds for cancellation of trading registration, simultaneously send the notice to the Vietnam Securities Depository and Clearing Corporation, and cancel trading registration within 10 days from the date of issuance of the notice for the cases specified in Clause 6, Article 21 of Decree No. 200/2026/ND-CP (except the case specified at Point a, Clause 3 of this Article), specifically as follows:

a) In case trading registration is cancelled because bonds reach maturity, the date of cancellation of bond trading registration shall be the working day following the last registration date stated in the Vietnam Securities Depository and Clearing Corporation’s notice of the last registration date and confirmation of the list of bondholders. In case the Hanoi Stock Exchange does not receive the Vietnam Securities Depository and Clearing Corporation’s notice of the last registration date and confirmation of the list of bondholders, the date of cancellation of bond trading registration shall be the bond maturity date;

b) In case trading registration is cancelled because the issuing enterprise prematurely redeems, swaps or converts all bonds, the cancellation of trading registration shall be based on the issuing enterprise’s disclosure contents on results of premature bond redemption, the results of bond conversion and bond swap in accordance with Article 24 of this Circular;

c) In case trading registration is cancelled under Point b, Clause 6, Article 21 of Decree No. 200/2026/ND-CP, the cancellation of trading registration shall be based on the issuing enterprise’s disclosure contents under Clause 5, Article 23 of this Circular or on the competent state agency’s document on revocation of the enterprise registration certificate, establishment and operation license or legal paper of equivalent validity;

d) In case trading registration is cancelled under Points c and d, Clause 6, Article 21 of Decree No. 200/2026/ND-CP, the cancellation of trading registration shall be carried out when the Stock Exchange detects that the enterprise has falsified its dossier or receives a written request from the Vietnam Securities Depository and Clearing Corporation concerning the issuing enterprise’s falsification of its bond registration dossier;

dd) In case trading registration is cancelled under Point dd, Clause 6, Article 21 of Decree No. 200/2026/ND-CP, the cancellation of trading registration shall be based on the issuing enterprise’s disclosure contents under Clause 5, Article 23 of this Circular concerning enterprise division or separation or cessation of existence due to dissolution or bankruptcy, and the issuing enterprise’s request for cancellation of trading registration;

e) In case trading registration is cancelled under Point e, Clause 6, Article 21 of Decree No. 200/2026/ND-CP, the cancellation of trading registration shall be carried out after the Hanoi Stock Exchange receives a legally effective court judgment or decision, an arbitral decision or a decision of a competent agency in accordance with law.

4. The Hanoi Stock Exchange shall adjust the quantity of registered bonds for trading downward after the issuing enterprise has completed the downward adjustment to the quantity of registered bonds at the Vietnam Securities Depository and Clearing Corporation under Clause 4, Article 4 of this Circular, in case the issuing enterprise prematurely redeems, swaps or converts part of the bonds, or the issuing enterprise changes the bond term but some bondholders do not approve the change in the bond term, resulting in the issuing enterprise having to fully perform its obligations towards these bondholders under the disclosed issuance plan as specified at Point c, Clause 5, Article 50 of Decree No. 200/2026/ND-CP.

5. The Vietnam Exchange shall promulgate the regulation on trading of privately placed corporate bonds to guide trading registration, cancellation of trading registration and adjustment of the quantity of privately placed corporate bonds registered for trading.

Article 10. Trading members for privately placed corporate bonds

1. Trading members on the trading system for privately placed corporate bonds include trading members and special trading members of the Vietnam Exchange. Trading of privately placed corporate bonds shall be conducted through trading members under Clause 9, Article 21 of Decree No. 200/2026/ND-CP.

2. Trading members for privately placed corporate bonds of the Vietnam Exchange shall be responsible for:

a) Strictly complying with Clause 3, Article 9 of Decree No. 200/2026/ND-CP before entering orders into the trading system for privately placed corporate bonds;

b) Ensuring that they and their clients (in the case of trading members) have sufficient funds and bonds before conducting transactions, and checking the validity and lawfulness of trading orders in accordance with law;

c) Ensuring the accuracy and completeness of trading information on the trading system for privately placed corporate bonds;

d) Retaining and keeping confidential clients’ accounts and trading records in accordance with law;

dd) Providing information related to their own accounts and clients’ accounts at the request of competent agencies;

e) Submitting monthly, quarterly, biannual and annual periodical reports to the Vietnam Exchange in accordance with the Vietnam Exchange’s regulation on trading members for privately placed corporate bonds.

Trading members for privately placed corporate bonds shall submit extraordinary written reports to the Vietnam Exchange and the Hanoi Stock Exchange within 24 hours from the time they detect that a transaction constitutes one of the prohibited acts in securities and securities market activities specified in Article 12 of the Law on Securities, and in other cases as provided by law.

Where necessary, to protect investors’ interests, the State Securities Commission, the Vietnam Exchange and the Hanoi Stock Exchange may request trading members for privately placed corporate bonds to report information related to trading activities involving privately placed corporate bonds. Trading members for privately placed corporate bonds shall submit complete, accurate and timely reports in accordance with the contents, deadlines and forms requested by the State Securities Commission, the Vietnam Exchange and the Hanoi Stock Exchange.

Article 11. Organization of trading of privately placed corporate bonds

1. Organizations responsible for determining the status of investors participating in purchase, trading and transfer shall comply with Clause 3, Article 9 of Decree No. 200/2026/ND-CP, ensuring that investors are eligible to purchase, trade and transfer under Clause 1, Article 9 of Decree No. 200/2026/ND-CP before trading members enter orders into the corporate bond trading system, except for transactions conducted under a legally effective court judgment or decision, an arbitral decision or through inheritance in accordance with law.

2. Investors shall open securities trading accounts at trading members to trade privately placed corporate bonds. Before purchasing bonds, individual professional investors shall sign the letter of confirmation under Point d, Clause 4, Article 9 of Decree No. 200/2026/ND-CP.

3. In case an investor already has a securities trading account for the cash market opened with a trading member, the investor may use this securities trading account to trade privately placed corporate bonds. In case an investor opens a securities depository account at a depository bank and a securities trading account at a securities company, the investor may place an order to purchase privately placed corporate bonds and the securities company may execute the order to purchase privately placed corporate bonds upon confirmation from the depository bank that the depository bank accepts the investor’s request for settlement of the transaction of privately placed corporate bonds.

4. Trading members shall standardize and publicize the methods of receiving and processing clients’ transactions at head offices, branches and transaction offices. Transaction execution results shall be notified to clients immediately after transactions are conducted, using the methods agreed with clients. Trading members shall send statements of cash and bond accounts monthly or at clients’ request.

5. Trading members shall give priority to executing clients’ trading orders before their securities dealing orders at the best possible execution price. The best possible execution price is the price requested by the client or a price better than that requested by the client.

6. After transactions of privately placed corporate bonds are established and completed, the Hanoi Stock Exchange shall provide information on transaction results to the Vietnam Securities Depository and Clearing Corporation for settlement of transactions of privately placed corporate bonds.

Article 12. Trading of privately placed corporate bonds

1. Transactions in privately placed corporate bonds shall take the form of outright transactions.

2. The Hanoi Stock Exchange shall apply the negotiated trading method on the trading system for privately placed corporate bonds. The negotiated trading method on the trading system for privately placed corporate bonds shall be implemented on the principle that the parties to a transaction negotiate and agree on transaction contents themselves. A transaction under the negotiated method shall be established when the buyer or seller enters a trading order into the trading system for privately placed corporate bonds and the counterparty confirms that trading order.

3. Negotiated trading methods include:

a) Electronic negotiation means a form of trading in which a trading member enters firm bid or offer orders into the system or selects suitable counter-orders already entered into the system to conduct a transaction;

b) Conventional negotiation means a form of trading in which the buyer and seller agree with each other on transaction conditions in advance and report the results to the trading system for privately placed corporate bonds to establish the transaction.

4. The Vietnam Exchange shall promulgate an operational regulation to implement supervision of trading of privately placed corporate bonds on the trading system for privately placed corporate bonds under Clause 2, Article 40 of Decree No. 200/2026/ND-CP.

Article 13. Publication of information on trading activities involving privately placed corporate bonds

1. The Hanoi Stock Exchange shall publish the following information on trading of privately placed corporate bonds:

a) Information on trading of privately placed corporate bonds on the trading system for privately placed corporate bonds, including information on corporate bond tickers registered for trading, the total market-wide trading volume and the total market-wide trading value;

b) Information on trading registration, changes in trading registration information, cancellation of trading registration and adjustment of the quantity of bonds registered for trading under Article 9 of this Circular.

2. The Vietnam Exchange shall publish information on trading members and special trading members for privately placed corporate bonds.

Section 3

TRANSACTION SETTLEMENT

Article 14. Organizations participating in the settlement system for transactions of privately placed corporate bonds

1. Organizations carrying out settlement of privately placed corporate bonds through the system of depository accounts at the Vietnam Securities Depository and Clearing Corporation include:

a) Depository members carrying out settlement of transactions of privately placed corporate bonds for themselves and for their clients;

b) Organizations opening direct accounts carrying out settlement of their own transactions of privately placed corporate bonds.

2. Settlement banks carrying out cash settlement for transactions of privately placed corporate bonds are commercial banks selected by the State Securities Commission in accordance with Article 69 of the Law on Securities and Articles 167 and 168 of Decree No. 155/2020/ND-CP.

3. Depository members and organizations opening direct accounts participating in the settlement system for transactions of privately placed corporate bonds shall satisfy the Vietnam Securities Depository and Clearing Corporation’s requirements on system connection and operational processes to perform the function of settling transactions of privately placed corporate bonds.

4. Depository members and organizations opening direct accounts shall connect their systems and ensure compliance with the settlement bank’s processes for deposit, withdrawal, transfer and reconciliation of cash balances for settlement of transactions of privately placed corporate bonds to carry out cash settlement for transactions of privately placed corporate bonds.

5. Settlement banks shall compensate the Vietnam Securities Depository and Clearing Corporation, depository members and organizations opening direct accounts for costs and damage arising in case cash settlement for transactions of privately placed corporate bonds is not carried out in accordance with regulations due to the fault of the settlement banks.

6. Depository members and organizations opening direct accounts shall send reports on depository and transaction settlement activities involving privately placed corporate bonds to the Vietnam Securities Depository and Clearing Corporation in accordance with the Vietnam Securities Depository and Clearing Corporation’s regulation on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

Article 15. Settlement of transactions of privately placed corporate bonds

1. Depository members shall open deposit accounts in their own names at settlement banks to carry out cash settlement for transactions of privately placed corporate bonds for securities dealing, domestic brokerage and foreign brokerage transactions. Organizations opening direct accounts shall open deposit accounts at settlement banks to carry out cash settlement for their own transactions of privately placed corporate bonds. Settlement banks shall manage detailed information on deposit balances for settlement of transactions of privately placed corporate bonds of investors opening securities depository accounts at depository members, based on information provided by depository members, to ensure correct settlement of those investors’ transactions.

2. In case a client opens a securities depository account at a depository member that is not a trading member, trading orders shall be placed through a trading member and transaction settlement shall be carried out through the depository member.

3. Based on transaction results provided by the Hanoi Stock Exchange under Clause 6, Article 11 of this Circular, the Vietnam Securities Depository and Clearing Corporation shall reconcile and send notices of transaction results and settlement obligations for transactions of privately placed corporate bonds to depository members and organizations opening direct accounts under Article 16 of this Circular. Based on confirmation by depository members and organizations opening direct accounts, the Vietnam Securities Depository and Clearing Corporation shall determine cash and privately placed corporate bond settlement obligations and send information on settlement obligations to related parties and settlement banks.

4. The Vietnam Securities Depository and Clearing Corporation shall settle transactions of privately placed corporate bonds by the method of real-time settlement on a transaction-by-transaction basis, with settlement taking place on the same trading day, without applying the central counterparty clearing mechanism.

5. Cash settlement shall be carried out through the settlement bank’s system of deposit accounts in accordance with cash settlement obligations determined by the Vietnam Securities Depository and Clearing Corporation and authorization by depository members and organizations opening direct accounts for the settlement bank to settle transactions of privately placed corporate bonds.

6. Settlement of privately placed corporate bonds shall be carried out through the Vietnam Securities Depository and Clearing Corporation’s system on the principle of book-entry transfer of privately placed corporate bonds between investors’ accounts at depository members and organizations opening direct accounts simultaneously with cash settlement at settlement banks.

7. Depository members at which investors open accounts shall allocate funds and privately placed corporate bonds to investors’ accounts immediately after the Vietnam Securities Depository and Clearing Corporation completes settlement of privately placed corporate bonds and settlement banks complete cash settlement for transactions of privately placed corporate bonds, and shall notify the Vietnam Securities Depository and Clearing Corporation of allocation results within the time limit specified in the Vietnam Securities Depository and Clearing Corporation’s regulation guiding registration, deregistration, adjustment of registration information, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

8. Settlement, reconciliation and confirmation of transaction results, handling of post-trade errors, handling of transactions involving inability to make cash settlement, and exclusion of transactions of privately placed corporate bonds from settlement shall comply with this Circular and the guidance in the Vietnam Securities Depository and Clearing Corporation’s regulations on registration, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds.

Article 16. Reconciliation and confirmation of results of transactions of privately placed corporate bonds

1. After receiving transaction results from the Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation shall check and exclude transactions from settlement in the following cases:

a) Transactions of a depository member, an organization opening a direct account or clients of a depository member are conducted after the Vietnam Securities Depository and Clearing Corporation has notified the Hanoi Stock Exchange of the suspension of settlement activities for transactions of privately placed corporate bonds of that depository member or organization opening a direct account;

b) Transactions have information on privately placed corporate bond tickers inconsistent with information on bond tickers registered on the Vietnam Securities Depository and Clearing Corporation’s system;

c) Transactions have invalid account numbers because the registration number of the depository member or organization opening a direct account or the character denoting the type of trading account does not exist, or have a trading date different from the working date on the Vietnam Securities Depository and Clearing Corporation’s system;

d) Transactions have invalid information, including: no trading session code, a trading date different from the current date, no order number for the buyer or seller, a trading price or volume less than or equal to zero, or no order confirmation number;

dd) Transactions have a combination of four items of information, namely market code, trading board code, securities code and order confirmation number, identical to a previously received transaction;

e) Transactions have information on investor accounts not yet registered by depository members with the Vietnam Securities Depository and Clearing Corporation;

g) Transactions do not have sufficient privately placed corporate bonds for settlement.

2. The Vietnam Securities Depository and Clearing Corporation shall notify depository members and organizations opening direct accounts of the remaining transactions of privately placed corporate bonds (excluding transactions excluded from settlement under Clause 1 of this Article) for reconciliation and confirmation of transaction results and settlement obligations, and shall simultaneously block the quantity of bonds sold.

3. Depository members and organizations opening direct accounts shall reconcile transaction details with the transaction information received under Clause 2 of this Article and reconfirm them with the Vietnam Securities Depository and Clearing Corporation.

Article 17. Handling of post-trade errors in transactions of privately placed corporate bonds

1. In case trading members or special trading members enter their own account numbers incorrectly into the trading system for privately placed corporate bonds, the Vietnam Securities Depository and Clearing Corporation shall correct them to the trading members’ correct securities dealing account numbers or the special trading members’ correct account numbers for transaction settlement.

2. Except for the case specified in Clause 1 of this Article, the Vietnam Securities Depository and Clearing Corporation shall exclude transactions from settlement due to errors of trading members, depository members or organizations opening direct accounts.

3. The Vietnam Securities Depository and Clearing Corporation shall notify the Hanoi Stock Exchange of transactions subject to post-trade error handling.

Article 18. Handling of cases of inability to make cash settlement for transactions of privately placed corporate bonds

1. Settlement banks shall lend funds for settlement of transactions of privately placed corporate bonds to depository members and organizations opening direct accounts in case depository members and organizations opening direct accounts are temporarily unable to make cash settlement for transactions of privately placed corporate bonds, on the basis of settlement support agreements entered into between the parties in accordance with the law on credit institutions and other relevant laws.

2. In case a settlement support agreement referred to in Clause 1 provides for the use of securities of a depository member or an organization opening a direct account that have been deposited at the Vietnam Securities Depository and Clearing Corporation as collateral for the loan, the Vietnam Securities Depository and Clearing Corporation shall block, unblock or transfer securities at the request of the settlement bank.

Article 19. Exclusion of transactions of privately placed corporate bonds from settlement

1. The Vietnam Securities Depository and Clearing Corporation shall exclude transactions of privately placed corporate bonds from settlement in the following cases:

a) Transactions specified in Clause 1, Article 16, and Clause 2, Article 17 of this Circular;

b) Transactions for which depository members or organizations opening direct accounts fail to send confirmation accepting transaction results and settlement obligations or fail to complete settlement within the time limit specified in the Vietnam Securities Depository and Clearing Corporation’s regulation guiding registration, deregistration, adjustment of registration information, depository, exercise of rights, ownership transfer and settlement of transactions of privately placed corporate bonds;

c) Cases of exclusion from settlement under decisions of competent agencies determined before the Vietnam Securities Depository and Clearing Corporation completes settlement.

2. The Vietnam Securities Depository and Clearing Corporation shall notify the Hanoi Stock Exchange and related organizations after excluding transactions of privately placed corporate bonds from settlement.

3. The party whose error results in a transaction being excluded from settlement shall take full responsibility for losses caused to clients or related counterparty members due to non-settlement of the transaction. The amount of compensation shall be agreed upon by the parties in accordance with current law.

Article 20. Responsibilities for supervision of registration, depository, trading and transaction settlement activities involving privately placed corporate bonds

1. Trading members and depository members shall supervise investors opening accounts in their compliance with regulations on investor status and responsibilities when participating in trading, transaction settlement and ownership transfer of privately placed corporate bonds under this Circular and relevant laws.

2. The Stock Exchange shall supervise trading of privately placed corporate bonds on the trading system for privately placed corporate bonds under Clause 2, Article 40 of Decree No. 200/2026/ND-CP, this Circular and the operational regulation for implementation of supervision of trading of privately placed corporate bonds. In case of detecting violations in trading of privately placed corporate bonds, the Stock Exchange shall request in writing issuing enterprises and related individuals and organizations to provide explanations and additional information (if necessary), handle violations under the Stock Exchange’s regulations or report them to the State Securities Commission for consideration and handling, depending on the severity of violations.

3. The Vietnam Securities Depository and Clearing Corporation shall, under Clauses 2 and 4, Article 41 of Decree No. 200/2026/ND-CP, supervise issuing enterprises and depository members in their compliance with this Circular and the Vietnam Securities Depository and Clearing Corporation’s regulations on registration, depository, exercise of rights, ownership transfer and settlement of privately placed corporate bonds. In case of detecting violations in registration, depository, exercise of rights, ownership transfer or settlement of transactions of privately placed corporate bonds, the Vietnam Securities Depository and Clearing Corporation shall request in writing related individuals and organizations to provide explanations and additional information (if necessary), handle violations under the Vietnam Securities Depository and Clearing Corporation’s regulations or report them to the State Securities Commission for consideration and handling, depending on the severity of violations.

Chapter III

GUIDANCE ON INFORMATION DISCLOSURE, NOTIFICATION AND REPORTING REGIMES AND THE MECHANISM FOR SHARING INFORMATION AND DATA ON PRIVATE PLACEMENT AND TRADING OF CORPORATE BONDS IN THE DOMESTIC MARKET AND OFFERING OF CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 21. Forms and methods of information disclosure by issuing enterprises

1. Issuing enterprises shall disclose information to bond-purchasing investors in at least one of the following forms:

a) Paper documents;

b) Electronic documents;

c) Posting on the issuing enterprise’s website.

2. Issuing enterprises shall send disclosure contents in the form of electronic documents to the Hanoi Stock Exchange for information disclosure on the corporate bond website in accordance with law.

3. Issuing enterprises shall disclose information within the time limits and in the forms prescribed for each disclosure item. In case an information disclosure obligation arises on a non-working day or public holiday as provided by law, issuing enterprises shall fully perform the information disclosure obligation on the working day immediately following the non-working day or public holiday.

Section 1

INFORMATION DISCLOSURE BY ENTERPRISES ISSUING PRIVATELY PLACED CORPORATE BONDS IN THE DOMESTIC MARKET

Article 22. Pre-offering information disclosure

1. Issuing enterprises shall disclose information before the bond offering to investors subscribing for bond purchase and send disclosure contents to the Hanoi Stock Exchange at least 01 working day before the projected date of organizing a bond tranche (the commencement date of a bond tranche) under Article 29 of Decree No. 200/2026/ND-CP.

2. Pre-offering disclosure contents shall follow the form provided in Appendix III issued together with this Circular.

3. The forms of information disclosure shall comply with Point a or Point b, Clause 1, and Clause 2, Article 21 of this Circular.

Article 23. Periodical and extraordinary information disclosure

1. Issuing enterprises shall carry out periodical information disclosure to bondholding investors on a 06-month and annual basis according to the fiscal year until their bonds are no longer outstanding, and shall send disclosure contents to the Hanoi Stock Exchange within the time limits specified in Clause 1, Article 31 of Decree No. 200/2026/ND-CP.

2. Periodical disclosure contents shall include the documents specified in Clause 2, Article 31 of Decree No. 200/2026/ND-CP. Periodical disclosure contents on the corporate bond website shall follow the forms provided in Appendix IV issued together with this Circular, including:

a) Disclosure of information on the financial position, using Form No. 4.1 - Appendix IV;

b) Disclosure of information on bond interest and principal payment, using Form No. 4.2 - Appendix IV;

c) Disclosure of information on the use of bond offering proceeds, using Form No. 4.3 - Appendix IV;

d) Report on the realization of commitments of the issuing enterprise towards bondholders, using Form No. 4.4 - Appendix IV;

dd) Report on the use of green bond issuance proceeds, using Form No. 4.5 - Appendix IV. For green corporate bonds, issuing enterprises shall annually disclose information using Forms No. 4.1, 4.2, 4.4 and 4.5, enclosed with reports on disbursement progress, project implementation progress and environmental impacts under Point dd, Clause 2, Article 31 of Decree No. 200/2026/ND-CP.

3. Issuing enterprises shall disclose information to bondholding investors and the Hanoi Stock Exchange on the actual interest rate applicable to an interest calculation period in case bonds bear a floating interest rate or a combination of fixed and floating interest rates, no later than 01 working day before the time of interest payment to bondholding investors, using Form No. 4.6 - Appendix IV issued together with this Circular.

4. Within 05 working days from the date the bonds are no longer outstanding, issuing enterprises shall disclose information to bondholding investors on the full performance of obligations towards investors, including full payment of bond interest and principal, and send disclosure contents to the Hanoi Stock Exchange, using Form No. 4.7 - Appendix IV issued together with this Circular.

5. Issuing enterprises shall carry out extraordinary information disclosure to bondholding investors within 24 hours after the occurrence of events specified in Article 32 of Decree No. 200/2026/ND-CP and send disclosure contents to the Hanoi Stock Exchange. Disclosure contents shall follow Form No. 5.1 - Appendix V issued together with this Circular.

6. The forms of periodical and extraordinary information disclosure shall comply with Article 21 of this Circular.

Article 24. Disclosure of information on convertible bonds, warrant-linked bonds, premature bond redemption and bond swap

1. Issuing enterprises shall disclose information to the Hanoi Stock Exchange on conversion of bonds into stocks and exercise of warrant rights within 05 working days from the date of completion of conversion of bonds into stocks or the date of exercise of warrant rights under Clause 1, Article 33 of Decree No. 200/2026/ND-CP. Disclosure contents shall follow the forms provided in Appendix VI issued together with this Circular, including:

a) Disclosure of information on results of bond conversion, using Form No. 6.1 - Appendix VI;

b) Disclosure of information on results of exercise of rights in relation to warrant-linked bonds, using Form No. 6.2 - Appendix VI.

2. Issuing enterprises shall disclose information on premature bond redemption and bond swap under Clause 2, Article 33 of Decree No. 200/2026/ND-CP. Disclosure contents shall follow the forms provided in Appendix VI issued together with this Circular, including:

a) Disclosure of information before a premature bond redemption to bondholding investors no later than 10 days before the date of premature bond redemption, using Form No. 6.3 - Appendix VI;

b) Disclosure of information on results of premature bond redemption to the Hanoi Stock Exchange no later than 10 days from the date of completion of premature bond redemption, using Form No. 6.4 - Appendix VI;

c) Disclosure of information before a bond swap to bondholding investors no later than 10 days before the date of the bond swap, using Form No. 6.5 - Appendix VI;

d) Disclosure of information on results of a bond swap to the Hanoi Stock Exchange no later than 10 days from the date of completion of the bond swap, using Form No. 6.6 - Appendix VI.

3. Forms of information disclosure:

a) Disclosure of information before a premature bond redemption and before a bond swap shall comply with Clause 1, Article 21 of this Circular;

b) Disclosure of information on conversion of bonds into stocks, exercise of rights in relation to warrant-linked bonds, results of premature bond redemption and results of bond swap shall comply with Article 21 of this Circular.

Section 2

INFORMATION DISCLOSURE BY ENTERPRISES ISSUING BONDS TO THE INTERNATIONAL MARKET

Article 25. Pre-offering information disclosure

1. Enterprises issuing bonds to the international market shall send pre-offering disclosure contents to the Stock Exchange at least 01 working day before the projected date of organizing a tranche of bond offering to the international market (the commencement date of a bond tranche) under Article 35 of Decree No. 200/2026/ND-CP.

2. Disclosure contents shall follow the form provided in Appendix III issued together with this Circular.

3. The form of information disclosure before a tranche of bond offering to the international market shall comply with Clause 2, Article 21 of this Circular.

Article 26. Periodical and extraordinary information disclosure

1. Issuing enterprises shall carry out periodical and extraordinary information disclosure to the Stock Exchange under Article 37 of Decree No. 200/2026/ND-CP, including the following contents:

a) Periodical information disclosure on a 06-month and annual basis of a fiscal year until the bonds are no longer outstanding, within the time limits specified in Clause 1, Article 37 of Decree No. 200/2026/ND-CP. Periodical disclosure contents shall include the documents specified in Clause 2, Article 37 of Decree No. 200/2026/ND-CP. Disclosure contents on the corporate bond website shall follow Forms No. 4.1, 4.2, 4.3 and 4.4 - Appendix IV issued together with this Circular;

b) Disclosure of information on completion of conversion of bonds into stocks, exercise of warrant rights, results of premature bond redemption and results of bond swap (if any) under Clause 3, Article 37 of Decree No. 200/2026/ND-CP. Disclosure contents shall follow Forms No. 6.1, 6.2, 6.4 and 6.6 - Appendix VI issued together with this Circular;

c) Disclosure of information on the full performance of obligations towards investors, including full payment of bond interest and principal, within 05 working days from the date the bonds are no longer outstanding under Clause 4, Article 37 of Decree No. 200/2026/ND-CP. Disclosure contents shall follow Form No. 4.7 - Appendix IV issued together with this Circular;

d) Extraordinary information disclosure within 24 hours after the occurrence of events specified in Clause 5, Article 37 of Decree No. 200/2026/ND-CP. Disclosure contents shall follow Form No. 5.2 - Appendix V issued together with this Circular.

2. The form of information disclosure shall comply with Clause 2, Article 21 of this Circular.

Section 3

REPORTING REGIME OF ADVISORY ORGANIZATIONS ON BOND OFFERING DOSSIERS, ORGANIZATIONS ENGAGED IN BIDDING, UNDERWRITING AND AGENCY FOR BOND ISSUANCE, BOND REGISTRATION AND DEPOSITORY ORGANIZATIONS, BONDHOLDERS’ REPRESENTATIVES, THE STOCK EXCHANGE AND THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION

Article 27. Reports of advisory organizations on bond offering dossiers

1. Advisory organizations on bond offering dossiers shall submit quarterly and annual reports to the State Securities Commission on the provision of advice on dossiers for private placement of corporate bonds in the domestic market under Clause 1, Article 39 of Decree No. 200/2026/ND-CP.

2. The annual reporting period shall run from January 01 to December 31, and the quarterly reporting period shall run from the first day of the first month of the quarter to the last day of the last month of that quarter. Deadlines for report submission:

a) No later than the 15^th day of the first month of the immediately following quarter for quarterly reports;

b) No later than January 31 of the following year for annual reports.

3. Report contents shall follow the form provided in Appendix VII issued together with this Circular.

4. Recipient and form of report submission: Advisory organizations on bond offering dossiers shall submit reports as electronic data files through the State Securities Commission’s information system.

Article 28. Reports of bondholders’ representatives

1. Bondholders’ representatives shall submit quarterly and annual reports to the Hanoi Stock Exchange under Clause 2, Article 39 of Decree No. 200/2026/ND-CP.

2. The annual reporting period shall run from January 01 to December 31, and the quarterly reporting period shall run from the first day of the first month of the quarter to the last day of the last month of that quarter. Deadlines for report submission:

a) No later than the 15^th day of the first month of the immediately following quarter for quarterly reports;

b) No later than January 31 of the following year for annual reports.

3. Periodical report contents shall follow the form provided in Appendix VIII issued together with this Circular.

4. In case of detecting that an issuing enterprise commits acts of law violation in fulfilling commitments towards investors, the bondholders’ representative shall submit an ad hoc report to the Hanoi Stock Exchange within 24 hours from the time of detecting the violation.

5. Recipient and form of report submission: Bondholders’ representatives shall submit reports in the form of electronic documents to the Hanoi Stock Exchange through the corporate bond website.

Article 29. Reports of organizations engaged in bidding, underwriting and agency for bond issuance

1. Organizations engaged in bidding, underwriting and agency for bond issuance shall submit quarterly and annual reports to the Hanoi Stock Exchange on the provision of bidding, underwriting and agency services for issuance of privately placed corporate bonds in the domestic market under Clause 3, Article 39 of Decree No. 200/2026/ND-CP.

2. The annual reporting period shall run from January 01 to December 31, and the quarterly reporting period shall run from the first day of the first month of the quarter to the last day of the last month of that quarter. Deadlines for report submission:

a) No later than the 15^th day of the first month of the immediately following quarter for quarterly reports;

b) No later than January 31 of the following year for annual reports.

3. Report contents shall follow the form provided in Appendix IX issued together with this Circular.

4. Recipient and form of report submission: Organizations engaged in bidding, underwriting and agency for bond issuance shall submit reports in the form of electronic documents to the Hanoi Stock Exchange through the corporate bond website.

Article 30. Periodical reports of the Hanoi Stock Exchange

1. The Hanoi Stock Exchange shall submit quarterly and annual periodical reports to the State Securities Commission on corporate bond offering and trading, including offerings in the domestic market and offerings to the international market, under Clause 4, Article 39 of Decree No. 200/2026/ND-CP.

2. Deadlines for report submission:

a) For quarterly reports, no later than the last day of the first month of the immediately following quarter. Particularly for the report at the end of the second quarter, the reporting deadline shall be no later than September 20 of the reporting year;

b) For annual reports, no later than April 29 of the following year.

3. Report contents include:

a) Report on bond offering and trading in the domestic market and bond offering to the international market during the period (cumulatively from January 01 to the end of that quarter or year). Particularly for the report at the end of the second quarter and the annual report, information on the financial position of issuing enterprises shall be added. Report contents shall follow the forms provided in Appendix X issued together with this Circular;

b) Assessment of and comments on corporate bond offering and trading during the period and cumulatively from the beginning of the year to the end of the reporting period, including: corporate bond offering; issuing enterprises’ compliance with the information disclosure regime; compliance with the reporting regime by organizations engaged in bidding, underwriting and agency for bond issuance; bond trading; bond interest and principal payment; bond conversion, exercise of rights, premature bond redemption and bond swap;

c) Report on bond registration and depository, the structure of bondholding investors and trading of privately placed corporate bonds, based on the compilation of reports of registration and depository organizations (including the Vietnam Securities Depository and Clearing Corporation) under Article 32 of this Circular. Reporting shall continue until registration and depository organizations (including the Vietnam Securities Depository and Clearing Corporation) no longer have reporting obligations under Article 32 of this Circular.

4. Recipient and form of reporting: The Hanoi Stock Exchange shall submit reports in the form of electronic documents to the State Securities Commission (email address: [email protected]).

Article 31. Periodical reports of the Vietnam Securities Depository and Clearing Corporation

1. The Vietnam Securities Depository and Clearing Corporation shall submit quarterly and annual periodical reports to the State Securities Commission on registration, depository, ownership transfer and the investor structure of corporate bonds privately placed in the domestic market under Point a, Clause 5, Article 39 of Decree No. 200/2026/ND-CP.

2. The annual reporting period shall run from January 01 to December 31, and the quarterly reporting period shall run from the first day of the first month of the quarter to the last day of the last month of that quarter. Deadlines for report submission:

a) No later than the 15^th day of the first month of the immediately following quarter for quarterly reports;

b) No later than January 31 of the following year for annual reports.

3. Periodical report contents shall follow the form provided in Appendix XI issued together with this Circular.

4. Recipient and form of reporting: The Vietnam Securities Depository and Clearing Corporation shall submit reports in the form of electronic documents to the State Securities Commission (email address: [email protected]).

Article 32. Reports of bond registration and depository organizations

1. Bond registration and depository organizations shall submit quarterly and annual periodical reports to the Hanoi Stock Exchange on bond registration and depository, bond interest and principal payment, the structure of bondholding investors and trading of privately placed corporate bonds for bonds currently registered and deposited at bond registration and depository organizations, until these bonds are no longer registered and deposited at the registration and depository organizations.

2. Deadlines for report submission:

a) No later than the 15^th day of the first month of the following quarter for quarterly reports;

b) No later than January 31 of the following year for annual reports.

3. Periodical report contents (cumulatively from January 01 to the end of the quarter/year) shall follow the form provided in Appendix XI issued together with this Circular.

4. Recipient and form of reporting: Bond registration and depository organizations shall submit reports in the form of electronic documents to the Hanoi Stock Exchange through the corporate bond website.

5. The Vietnam Securities Depository and Clearing Corporation shall carry out periodical reporting under Clauses 1, 2, 3 and 4 of this Article for bonds issued before Decree No. 153/2020/ND-CP took effect and currently registered and deposited at the Vietnam Securities Depository and Clearing Corporation until these bonds are no longer outstanding.

Article 33. Reports of settlement banks

1. Settlement banks shall submit quarterly and annual periodical reports on cash settlement activities for transactions of privately placed corporate bonds, using the form provided in Appendix XII issued together with this Circular.

2. The quarterly reporting period shall run from the first day of the first month of the quarter to the last day of the last month of that quarter; the annual reporting period shall run from January 01 to December 31. Deadlines for report submission:

a) Quarterly reports shall be submitted to the State Securities Commission within the first 20 days of the first month of the following quarter;

b) Annual reports shall be submitted to the State Securities Commission within the first 90 days of the following year.

3. Settlement banks shall submit extraordinary reports in the form of paper or electronic documents to the State Securities Commission within 24 hours from the time they fail to satisfy any one of the conditions for acting as a settlement bank; and shall submit reports to the State Securities Commission and the Vietnam Securities Depository and Clearing Corporation immediately when cash settlement activities for transactions of privately placed corporate bonds are partially or wholly paralyzed.

4. In addition to the cases of periodical and extraordinary reporting specified in Clauses 1 and 3 of this Article, where necessary, settlement banks shall submit ad hoc reports at the request of the State Securities Commission in the form of paper or electronic documents on cash settlement activities for transactions of privately placed corporate bonds.

5. Recipient and form of reporting by electronic document: Settlement banks shall submit reports in the form of electronic documents to the State Securities Commission (email address: [email protected]).

Section 4

NOTIFICATIONS OF PROVINCIAL-LEVEL PEOPLE’S COMMITTEES

Article 34. Notifications of provincial-level People’s Committees

1. Provincial-level People’s Committees shall send annual periodical notifications to the Ministry of Finance on results of monitoring and compiling information on issuance of privately placed corporate bonds, and results of inspection, examination and handling of violations involving issuing enterprises that are companies other than public companies, securities companies and securities investment fund management companies and have their head offices located in their localities, for compilation and assessment of bond market operations under Point c, Clause 1, Article 44 of Decree No. 200/2026/ND-CP, specifically as follows:

a) The notification period shall run from January 01 to December 31. The deadline for sending notifications shall be no later than March 31 of the following year.

b) Periodical notification contents shall follow the form provided in Appendix XIII issued together with this Circular.

2. Provincial-level People’s Committees shall send information, as it arises, on results of inspection, examination and handling of violations involving issuing enterprises that are companies other than public companies, securities companies and securities investment fund management companies and have their head offices located in their localities to the Ministry of Finance for compilation and overall assessment of corporate bond market operations for reporting to the Government.

3. Recipient and form of notification submission: Provincial-level People’s Committees shall send notifications in the form of electronic documents to the Ministry of Finance through accounts on the corporate bond website.

Section 5

SHARING OF INFORMATION AND DATA FROM THE CORPORATE BOND WEBSITE WITH PROVINCIAL-LEVEL PEOPLE’S COMMITTEES AND THE STATE SECURITIES COMMISSION

Article 35. Responsibilities for sharing and receiving information and data on the corporate bond website at the Stock Exchange

1. The Hanoi Stock Exchange shall share information and data on privately placed corporate bonds from the corporate bond website with provincial-level People’s Committees and the State Securities Commission under Clause 6, Article 40 of Decree No. 200/2026/ND-CP.

2. Provincial-level People’s Committees shall receive information and data on privately placed corporate bonds of companies other than public companies, securities companies and securities investment fund management companies that have their head offices located in their localities, shared from the corporate bond website at the Hanoi Stock Exchange under Point a, Clause 1, Article 44 of Decree No. 200/2026/ND-CP.

3. The State Securities Commission shall receive information and data on privately placed non-convertible corporate bonds not linked with warrants of public companies, securities companies and securities investment fund management companies, shared from the corporate bond website at the Hanoi Stock Exchange under Clause 1, Article 42 of Decree No. 200/2026/ND-CP.

Article 36. Mechanism for sharing information and data from the corporate bond website

1. Provincial-level People’s Committees/State Securities Commission shall register accounts for receiving information and data on privately placed corporate bonds from the Hanoi Stock Exchange’s corporate bond website, using the form provided in Appendix XIV issued together with this Circular.

2. The Hanoi Stock Exchange shall share information and data with provincial-level People’s Committees/the State Securities Commission through accounts on the corporate bond website, including:

a) Basic information on the bond tranche (including: name of the issuing enterprise; field of operation; charter capital; bond ticker; projected issuance quantity; projected issuance value; term; offering targets of each bond ticker; bond type; bond interest rate; Advisory organization; Issuance agent; Organization acting as bondholders’ representative; Collateral management organization; Credit rating results (if any)) and Information on results of the bond offering, using the form provided in Appendix XV issued together with this Circular;

b) Information disclosed by the issuing enterprise on its financial position under Point a, Clause 2, Article 23 of this Circular;

c) Information disclosed by the issuing enterprise on bond principal and interest payment under Point b, Clause 2, Article 23 of this Circular;

d) Information disclosed by the issuing enterprise on the use of bond offering proceeds and on the realization of its commitments towards bondholders under Points c and d, Clause 2, Article 23 of this Circular;

dd) Information disclosed by the issuing enterprise on results of premature bond redemption under Point b, Clause 2, Article 24 of this Circular;

e) Reports of bondholders’ representatives under Clause 4, Article 28 of this Circular.

3. In case provincial-level People’s Committees or the State Securities Commission request additional information, the Hanoi Stock Exchange shall comply with Clause 7, Article 40 of Decree No. 200/2026/ND-CP.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 37. Implementation provisions

1. This Circular takes effect on October 01, 2026, and replaces Circular No. 30/2023/TT-BTC of May 17, 2023, and Circular No. 76/2024/TT-BTC of November 06, 2024.

2. For issuing enterprises that have changed information on bond conditions and terms under Clause 4, Article 5, and Clauses 5 and 6, Article 50 of Decree No. 200/2026/ND-CP, resulting in a decrease in the quantity of registered bonds, but have not effected a downward adjustment to the quantity of bonds registered with the Vietnam Securities Depository and Clearing Corporation before the effective date of this Circular, such issuing enterprises shall effect a downward adjustment to the quantity of bonds registered with the Vietnam Securities Depository and Clearing Corporation within 30 days from the effective date of this Circular.

3. From the time of official implementation of clearing and settlement of transactions of stocks, fund certificates and covered warrants under the central counterparty clearing mechanism, the receipt, reconciliation and notification of results of transactions of privately placed corporate bonds, handling of post-trade errors, exclusion of transactions from settlement, and determination and notification of settlement obligations for transactions of privately placed corporate bonds specified in this Circular shall be carried out by the Vietnam Securities Clearing Company as assigned by the Vietnam Securities Depository and Clearing Corporation.

4. Provincial-level People’s Committees, the State Securities Commission, heads of related units under the Ministry of Finance, the Vietnam Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, issuing enterprises, advisory organizations on bond offering dossiers, organizations engaged in bidding, underwriting and agency for issuance, organizations acting as bondholders’ representatives, bond registration and depository organizations, and other related organizations and individuals shall be responsible for implementing this Circular.