Decree 08/2023/ND-CP private placement of corporate bonds in domestic market

DECREE

Amending, supplementing, and ceasing the effect of, a number of articles of the Decrees on private placement of corporate bonds and trading of privately placed corporate bonds on the domestic market and offering of corporate bonds to the international market^[1]

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

Pursuant to the June 22, 2015 Law on Promulgation of Legal Documents; and the June 18, 2020 Law Amending and Supplementing a Number of Articles of the Law on Promulgation of Legal Documents;

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to the June 17, 2020 Law on Enterprises;

At the proposal of the Minister of Finance,

The Government promulgates the Decree amending, supplementing, and ceasing the effect of, a number of articles of the Decrees on private placement of corporate bonds and trading of privately placed corporate bonds on the domestic market and offering of corporate bonds to the international market.

Article 1. To amend and supplement Clause 3, Article 34 of 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 on the domestic market and offering of corporate bonds to the international market (below referred to as Decree No. 153/2020/ND-CP), as follows:

“3. To pay fully and on time bond principals and interests upon their maturity and ensure the exercise of accompanying rights (if any) by bondholders under bond terms and conditions. For bonds privately placed on the domestic market, in case a bond-issuing corporation is unable to pay fully and on time bond principals and interests in Vietnam dong under the bond issuance plan notified to investors under Article 17 of this Decree, it may negotiate with bondholders to pay mature bond principals and interests with other assets in adherence to the following principles:

a/ Complying with the civil law and relevant laws. For sectors or trades subject to conditional business investment, it is also required to comply with regulations on such sectors or trades.

b/ Obtaining the Consent of bondholders.

c/ Carrying out extraordinary information disclosure and taking total responsibility for the legal status of assets used for payment of bond principals and interests in accordance with law”.

Article 2. To amend and supplement Point b, Clause 3, Article 3 of the Government’s Decree No. 65/2022/ND-CP of September 16, 2022, amending and supplementing a number of articles of Decree No. 153/2020/ND-CP, on private placement of corporate bonds and trading of privately placed corporate bonds on the domestic market and offering of corporate bonds to the international market (below referred to as Decree No. 65/2022/ND-CP), as follows:

“b/ Changes in bond conditions and terms must adhere to the following principles:

- Compliance with Clause 3, Article 1 of this Decree.

- In case of extension of the bond term, the extended term must not exceed 2 years compared to the initial term stated in the bond issuance plan notified to investors.

- For bondholders who do not consent to changes in bond conditions and terms, the bond-issuing corporation shall negotiate with such bondholders in order to ensure interests of investors. In case there is a bondholder not consenting to the negotiation plan, the corporation shall fully perform its obligations toward such bondholder under the bond issuance plan notified to investors (even in case in which the change in bond conditions and terms has been consented to by bondholders representing 65% or more of total bonds).”

Article 3. To cease the effect of the following provisions of Decree No. 65/2022/ND-CP through December 31, 2023

1. The provision on determination of the status of individual professional securities investors specified at Point d, Clause 1, Article 8 of Decree No. 153/2020/ND-CP, which is amended under Clause 6, Article 1 of Decree 65/2022/ND-CP.

2. The provision on bond distribution period for each private placement specified in Clauses 7 and 8, Article 1 of Decree No. 65/2022/ND-CP.

3. The provision on results of credit rating of a bond-issuing corporation specified at Point e, Clause 2, Article 12 of Decree No. 153/2020/ND-CP, which is amended under Clause 9, Article 1 of Decree No. 65/2022/ND-CP.

Article 4. Implementation provisions

1. This Decree takes effect on the date of its signing.

2. Bond private placements/offerings for which information contents for disclosure are sent to the Stock Exchanges before the effective date of this Decree and the bond distribution has not been completed, may continue to comply with the provisions on period of bond distribution for each private placement/offering of Clauses 7 and 8, Article 1 of Decree No. 65/2022/ND-CP.

3. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees; and Boards of Directors, Members’ Councils, and Chief Executive Officers of bond-issuing corporations, and other related agencies, organizations and individuals shall implement this Decree.-

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