Circular No. 77/2020/TT-BTC guiding Decree No. 81/2020/ND-CP on issuance of corporate bonds

CIRCULAR

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^[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. 163/2018/ND-CP of December 4, 2018, on issuance of corporate bonds;

Pursuant to 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;

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

At the proposal of the Director of the Department of Banking and Financial Institutions,

The Minister of Finance promulgates the Circular 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.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular guides 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 (below referred to as Decree No. 81/2020/ND-CP), including:

a/ Information disclosure regime of bond-issuing enterprises;

b/ Regime of information disclosure on bulletins on corporate bonds;

c/ Reporting regime of Stock Exchanges, corporate bond issuance counseling institutions and corporate bond depository institutions.

2. Bond-issuing enterprises being public companies or securities trading institutions shall not only comply with the provisions of this Circular but also observe information disclosure and reporting regimes in accordance with the law on securities.

Article 2. Subjects of application

1. Enterprises issuing privately placed corporate bonds under the Government’s Decree No. 163/2018/ND-CP of December 4, 2018, on issuance of corporate bonds (below referred to as Decree No. 163/2018/ND-CP), and Decree No. 81/2020/ND-CP.

2. Corporate bond issuance counseling, bidding, agency and underwriting institutions; and corporate bond depository institutions.

3. The Hanoi Stock Exchange.

4. Organizations and individuals providing services related to the issuance, registration, depository and trading of privately placed corporate bonds.

Chapter II

INFORMATION DISCLOSURE REGIME

Section 1

INFORMATION DISCLOSURE BY BOND-ISSUING ENTERPRISES

Article 3. Information disclosure before bond issuance

1. Enterprises issuing bonds in the domestic market shall disclose information before every bond issuance to investors registering to purchase bonds and send disclosed information to the Hanoi Stock Exchange in accordance with Clauses 9 and 11, Article 1 of Decree No. 81/2020/ND-CP. Information disclosure statements released before bond issuance shall be signed by enterprises’ at-law representatives or persons authorized to disclose information and must bear seals of bond-issuing enterprises.

2. Enterprises issuing bonds in the international market shall send disclosed information to the Hanoi Stock Exchange in accordance with Article 27 of Decree No 163/2018/ND-CP.

Article 4. Disclosure of information on bond issuance results

1. Enterprises issuing bonds in the domestic market shall disclose information on bond issuance results in accordance with Clause 1, Article 23 of Decree No 163/2018/ND-CP. Enterprises issuing bonds in the international market shall disclose information on bond issuance results in accordance with Article 28 of Decree No 163/2018/ND-CP.

2. Upon sending disclosed information on bond issuance results to the Hanoi Stock Exchange under Clause 1 of this Article, bond-issuing enterprises shall include the in information in the form provided in Appendix I to this Circular for the Hanoi Stock Exchange to publish on its bulletin on corporate bonds.

Article 5. Regular information disclosure

1. Enterprises issuing bonds in the domestic market shall carry out regular information disclosure in accordance with Article 24 of Decree No. 163/2018/ND-CP and Clause 10, Article 1 of Decree No. 81/2020/ND-CP. Upon sending regularly disclosed information to the Hanoi Stock Exchange, bond-issuing enterprises shall include the information in the form provided in Appendix II to this Circular for the Hanoi Stock Exchange to publish on its bulletin on corporate bonds.

2. Regular information disclosure shall be carried out on a fiscal-year basis, specifically as follows:

a/ Within 60 days from the last day of the first 6 months of a fiscal year, an enterprise shall carry out biannual information disclosure;

b/ Within 90 days from the last day of a fiscal year, an enterprise shall carry out annual information disclosure.

Article 6. Extraordinary information disclosure and disclosure of information about convertible bonds, warrant-linked bonds, premature redemption of bonds or bond swap

1. Enterprises issuing bonds in the domestic market shall carry out extraordinary information disclosure in accordance with Article 25 of Decree No. 163/2018/ND-CP.

2. Enterprises issuing bonds in the domestic market shall disclose information on conversion of bonds into stocks, exercise of the right to purchase stocks over warrant-linked bonds, premature redemption of bonds or bond swap in accordance with Article 26 of Decree No. 163/2018/ND-CP. Bond-issuing enterprises include the information in the form provided in Appendix III to this Circular for the Hanoi Stock Exchange to publish on its bulletin on corporate bonds.

Section 2

INFORMATION DISCLOSURE ON BULLETINS ON CORPORATE BONDS

Article 7. Information disclosure on the Stock Exchanges’ bulletins on corporate bonds

1. The Hanoi Stock Exchange shall disclose information on its bulletin on corporate bonds in accordance with Article 29 of Decree No. 163/2018/ND-CP, specifically as follows:

a/ Disclosed information on issuance results, regularly disclosed information, and disclosed information on convertible bonds, warrant-linked bonds, premature redemption of bonds or bond swap include information sent by bond-issuing enterprises to the Hanoi Stock Exchange in sheets made according to the forms provided in Appendices I, II and III to this Circular. The information disclosure time limit is 5 working days from the date the Hanoi Stock Exchange receives information of bond-issuing enterprises.

b/ Extraordinarily disclosed information includes information sent by bond-issuing enterprises to the Hanoi Stock Exchange in accordance with Article 25 of Decree No. 163/2018/ND-CP. The information disclosure time limit is 1 working day from the date the Hanoi Stock Exchange receives information of bond-issuing enterprises.

2. On a monthly, quarterly or annual basis, the Hanoi Stock Exchange shall summarize and disclose the following information on issuance of corporate bonds on its bulletin on corporate bonds:

a/ For issuance of corporate bonds in the domestic market:

- Number of bond issuances, total number of bond-issuing enterprises in the period, and total volume of bonds issued in the period;

- Issuance of corporate bonds in the period, including names of bond-issuing enterprises, bond names/codes (if any), date of issuance, volume and par value of bonds, date of maturity, method of interest payment (fixed or floating), and terms on premature redemption of bonds or bond swap (if any);

- Number of conversions of bonds into stocks, exercise of the right to purchase stocks for warrant-linked bonds, premature redemption of bonds, and bond swap in the period.

b/ For issuance of corporate bonds in the international market:

- Number of corporate bond issuances in the period, volume of issued bonds, stock exchanges where bonds are issued;

- Issuance of corporate bonds in the period, including names of bond-issuing enterprises; bond names/codes (if any), date of issuance, volume of bonds and date of maturity.

Chapter III

REPORTING REGIME

Article 8. Reporting by bond issuance counseling institutions

1. Bond issuance counseling institutions shall make biannual and annual reports on corporate bond issuance counseling under Clause 12, Article 1 of Decree No. 81/2020/ND-CP. Such a report must have the following details:

a/ Number of corporate bond issuance counseling contracts in the period, and volume of successfully issued bonds in the period;

b/ Compliance with regulations on conditions and dossiers for bond issuance made under corporate bond issuance counseling contracts in the period in accordance with Decree No. 163/2018/ND-CP and Decree No. 81/2020/ND-CP.

2. Report recipients, reporting forms and report-sending methods: Bond issuance counseling institutions shall send paper reports to the Department of Banking and Financial Institutions, the Ministry of Finance, at 28 Tran Hung Dao, Hoan Kiem district, Hanoi, and e-reports to [email protected]. A bond issuance counseling institution being a securities company shall concurrently send a paper report to the State Securities Commission, at 234 Luong The Vinh, Thanh Xuan district, Hanoi.

3. Reporting deadlines:

a/ No later than July 31 every year, for biannual reports;

b/ No later than January 31 of the subsequent year, for annual reports.

Article 9. Reporting by bond depository institutions

1. Bond depository institutions shall make reports on bond trading results and registration and depository of privately placed corporate bonds under Clause 12, Article 1 of Decree No. 81/2020/ND-CP. Reports shall be made according to a form provided in Appendix IV to this Circular.

2. Report recipients, reporting forms and methods:

a/ Bond depository institutions shall send e-reports on bond trading results to the Hanoi Stock Exchange’s email at [email protected];

b/ Bond depository institutions shall send paper regular reports on registration and depository of privately placed corporate bonds to the Hanoi Stock Exchange, at 2 Phan Chu Trinh, Hoan Kiem district, Hanoi, or e-reports to the [email protected].

3. Reporting deadlines:

a/ Within 1 working day after completing a bond transfer transaction, a bond depository institution shall send information on transaction results in accordance with Point a, Clause 2 of this Article;

b/ No later than the 5^th working day of the subsequent month, for monthly reports, or no later than the 10^th working day of the first month of the subsequent quarter, for quarterly reports, or no later than January 25 of the subsequent year, for annual reports, bond depository institutions shall provide regular information in accordance with Point b, Clause 2 of this Article.

Article 10. Regular reporting by the Stock Exchanges

1. The Hanoi Stock Exchange shall make regular reports on issuance and trading of corporate bonds in accordance with Clause 12, Article 1 of Decree No. 81/2020/ND-CP. Particularly, biannual and annual reports must additionally have the following information:

a/ Equity of bond-issuing enterprises based on biannual financial statements and annual financial statements in accordance with Clause 2, Article 24 of Decree No. 163/2018/ND-CP, regarding information to be regularly disclosed;

b/ Volume of bonds issued in the period by each bond-issuing enterprise;

c/ Total volume of bonds deposited at the end of the period according to reports of bond depository institutions;

d/ Evaluation of and remarks on issuance and trading of corporate bonds in the period.

2. Report recipients, reporting forms and methods: The Hanoi Stock Exchange shall send paper reports to the Department of Banking and Financial Institutions, the Ministry of Finance, at 28 Tran Hung Dao, Hoan Kiem district, Hanoi, and e-reports to [email protected].

3. Reporting deadlines:

a/ No later than the 10^th of the subsequent month, for monthly reports;

b/ No later than the last day of the first month of the subsequent quarter, for quarterly reports; or no later than September 30, for biannual reports;

c/ No later than April 29 of the subsequent year, for annual reports.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 11. Effect

1. This Circular takes effect on September 28, 2020.

2. Enterprises that issue bonds before the effective date of Decree No. 81/2020/ND-CP shall disclose regular information, extraordinary information, and information on convertible bonds, warrant-linked bonds, premature redemption of bonds, and bond swap (if any) in accordance with Articles 5 and 6 of this Circular.

Article 12. Organization of implementation

1. The Chief of the Office, Director of the Department of Banking and Financial Institutions, and heads of related units under the Ministry of Finance, State Securities Commission, Hanoi Stock Exchange, bond-issuing enterprises, bond issuance counseling institutions, bond depository institutions and related organizations and individuals shall implement this Circular.

2. In the course of receiving and summarizing disclosed information of bond-issuing enterprises and reports of depository institutions, if information is disclosed and reported in contravention of regulations or there is extraordinary information, the Hanoi Stock Exchange shall take the initiative in reporting it to the Ministry of Finance and State Securities Commission.-

For the Minister of Finance
Deputy Minister
HUYNH QUANG HAI

* The appendices to this Circular are not translated.