Decree No. 163/2018/ND-CP the issuance of corporate bonds

THE GOVERNMENT

DecreeNo. 163/2018/ND-CP dated December 4, 2018 of the Government onissuance of Corporate Bonds

Pursuant to the Law on Organization of the Government dated June 19, 2015;

Pursuant to the Law on Enterprises dated November 26, 2014;

Pursuant to the Law on Securities dated June 29, 2006;

Pursuant to the Law on Amendments and Supplements to the Law on Securities dated November 24, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010; the Law on Amendments and Supplements to the Law on Credit Institutions dated November 20, 2017;

Upon the request of the Minister of Finance;

The Government hereby promulgates the Decree prescribing the issuance of corporate bonds.

Chapter I

GENERAL PROVISIONS

Article 1. Scopeof regulation

1. This Decree deals with the issuance of corporate bonds in a form of private placement within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to international markets.

2. This Decree shall not cover the public offering of corporate bonds under the provisions of the Law on Securities and other directives.

Article 2. Subjects of application

1. Bond-issuing enterprises, including joint-stock companies or limited liability companies, which are established and operated under Vietnamese legislation.

2. Organizations and individuals related to corporate bond issuance activities.

Article 3. Application of relevant legislative regulations

1. In addition to comply with provisions laid down herein, enterprises operating in securities, bank and lottery sectors or industries shall be obliged to abide by provisions of specialized laws. In case of any discrepancy between the provisions of specialized law and the provisions of this Decree that may occur, the provisions of specialized law shall prevail.

2. In addition to complying with the provisions of this Decree, enterprises issuing corporate bonds to international markets must observe the provisions of the Government s Decree No. 219/2013/ND-CP dated December 26, 2013 on management of borrowing and repayment of foreign borrowed funds of enterprises not guaranteed by the Government, documents providing guidance, amendments, supplements or replacement (if any). In cases where there are differences between the provisions of law on the management of borrowing and repayment of foreign borrowed funds by enterprises and the provisions of this Decree, the former shall prevail.

3. As for State enterprises, in addition to complying with the provisions of this Decree, they must comply with the provisions on capital mobilization limits, competence and purposes according to the provisions of the Law on management and use of state-owned capital investments in enterprises in 2014, documents providing guidance, amendments and supplements (if any).

Article 4. Interpretation

For the purposes of this Decree, terms used herein shall be construed as follows:

1. “Corporate bond” means a debt security with maturity of at least one year under which the issuing enterprise agrees to owe principal, interest and other debt obligations (if any) to the bondholder.

2. “Privately issued corporate bond” means corporate bonds issued to fewer than 100 investors, exclusive of professional securities investors, by not using mass media or internet connections.

3. “Green corporate bond” means a corporate bond issued to provide financing for environmental protection projects under the provisions of the Law on Environmental Protection.

4. “Convertible bond” means a debt security issued by a joint-stock company, which may be converted into the issuing enterprise’s common share under terms and conditions defined in the bond issuance plan.

5. “Guaranteed bond” is a debt security guaranteeing that payment of all or part of principal and interest due at maturity will be made by the bond issuer’s or the third party s assets, or by financial or credit institutions licensed to provide payment guarantee services.

6. “Warrant-linked bond” means a debt security which is issued with an attached warrant to entitle the bondholder to exercise the call option for a certain number of common shares under predetermined terms and conditions.

7. “Audit organization” means an audit organization accredited to perform the audit of financial statements issued by public interest entities under the provisions of the Law on Independent Audit.

8. “Bond depository” means the Vietnam Securities Depository or a member of the Vietnam Securities Depository that carries out corporate bond depository services.

9. “Bond swap” means a bond-issuing enterprise that purchases or sells 02 different bond codes of their own at the same time for the purpose of restructuring its debt portfolio.

10. “Redemption of an immature bond” means a bond-issuing enterprise s buying back an issued bond by its maturity date.

11. “Date of completion of a bond issue” means the date on which a bond-issuing enterprise finishes collecting payments for bonds made by investors.

12. “State enterprise” means an enterprise whose charter capital is wholly held by the State as provided in clause 8 of Article 4 in the 2014 Law on Enterprises and other documents on amendments, supplements or replacement (if any).

Article 5. Principles of issue and use of capital of corporate bonds

1. Enterprises shall issue bonds according to the principles of lending, repayment and assumption of responsibilities for effectiveness of use of capital on their own and assurance of debt repayment capabilities.

2. Enterprises shall issue bonds to implement investment programs and projects and serve the purpose of increasing operating capital amount or restructuring debts of their own. Purposes of issue of bonds must be specified in the plan for issue of bonds and must be informed to investors registering purchase of these bonds under the provisions of this Decree.

3. Capital mobilized from issue of bonds must be used for the purposes defined in the bond issue plan and in conformity with contents of the declaration of information provided for investors.

4. As for issue of green bonds, in addition to compliance with provisions laid down in clause 1, 2 and 3 of this Article, capital sources derived from issue of bonds must be accounted for, managed separately and disbursed to environmental protection projects according to the issue plan approved by the competent authority.

Article 6. Fundamental terms and conditions of bonds

1. Maturity period of bonds in each issuance shall be decided by the bond-issuing enterprise based on an enterprise’s funding demands and market situation.

2. Volume of bonds in each issuance shall be decided by bond-issuing enterprises based on the funding demands and capability of capital mobilization over periods of time.

3. Currency unit used for issuance and payment of bonds

a) With regard to bonds issued to the domestic market, the currency unit shall be Vietnamese dong;

b) With regard to bonds issued to international markets, currency unit used for such issuance shall be subject to regulations of destination markets.

c) Currency unit used for payment of principal and interest shall be the same as the currency unit used for issuance of bonds.

4. Face value of bonds

a) The face value of a bond issued to the domestic market shall be 100,000 (one hundred) Vietnamese dong or shall be the multiple of 100,000 (one hundred thousand) Vietnamese dong.

b) Face value of bonds issued to international markets shall be subject to regulations of destination markets.

5. Bond forms

a) Bonds shall be issued in a form of certificates, entries or electronic data;

b) Bond-issuing enterprises shall decide specific forms of bonds in each issuance under regulations in force at destination markets.

6. Nominal interest rates of bonds

a) The nominal interest rate of a bond may be determined according to one of the following methods: fixed interest rate applied to the entire maturity; floating interest rate; fixed and floating interest rate;

b) If the nominal interest rate is a floating interest rate, bond-issuing enterprises must specify benchmarks for determination of the nominal interest rate in the bond issuance plan and must inform bond purchasers of those benchmarks in use;

c) Enterprises shall make their decision on the nominal interest rate of each issue of bonds where appropriate for financial conditions and debt repayment capabilities. The interest rate of bonds issued by credit institutions shall both comply with provisions of this Decree and conform to regulations on the interest rate quoted by the State Bank of Vietnam.

7. Bond types

a) Non-convertible bond refers to a guaranteed or non-guaranteed bond, and a bond with or without warrant;

b) Convertible bond refers to a guaranteed or non-guaranteed bond, and a bond with or without warrant.

8. Bond transactions: Corporate bonds shall be subject to a restriction on transaction with fewer than 100 investors, exclusive of professional securities investors within one year after completion of an issuance, except in the case of compliance with a Court s decision or inheritance prescribed by laws. After the aforesaid duration, corporate bonds shall be transacted without being subject to any restriction on the number of investors, unless otherwise decided by bond-issuing enterprises.

9. The method of payment of bond principal and interest shall be subject to the bond-issuing enterprise’s decision, depending on the capital demands, issuing market s practices, and shall be informed to investors prior to issuance.

Article 7. Redemption of immature bonds and bond swaps

1. Bond-issuing enterprises shall be entitled to redeem bonds ahead of their maturity dates or swap bonds for debt reduction or restructuring purposes.

2. In case where they intend to redeem issued bonds prior to maturity dates or swap bonds, bond-issuing enterprises must specify their intention in the pre-issuance public notice of redemption of immature bonds or swap of bonds.

3. No later than 15 working days before redemption of bonds ahead of maturity dates or swap of bonds, bond-issuing enterprises shall have the burden of issuing a public announcement or declaration about redemption of immature bonds and swap of bonds, including the following information: method of redemption or swap of bonds; terms and conditions of redemption and swap; volume of bonds to be redeemed or swapped for bondholders according to the method of redemption or swap of bonds approved by competent authorities.

4. Organizations or individuals having competence in approving and consenting to the plan for issuance of bonds are those having competence in approving and consenting to the plan for redemption of bonds ahead of immaturity date or swap of bonds.

Article 8. Bond buyers

1. Bond buyers are Vietnamese or foreign organizations or individuals.

2. Investors purchasing bonds shall carry out the self-assessment of level of risks arising from investments in bonds, restrictions on transaction of bonds to be bought and shall exercise responsible autonomy for their investment decisions.

Article 9. Bondholders rights

1. Receive bond-issuing enterprises’ full and due payments of bond principal and interest upon maturity and these enterprises’ guarantee for the implementation of other associated rights (if any) according to the conditions and terms of bonds upon issuance.

2. Transfer, give, donate, bequeath, inherit bonds, use them as discounts and collateral in civil or commercial relations in accordance with law.

Chapter II

ISSUANCE OF BONDS IN DOMESTIC MARKETS

Article 10. Bond issuance requirements

1. Non-convertible bonds or bonds without warrants:

a) In order to be eligible for issuing bonds, joint-stock companies or limited liability companies must be established and operated under Vietnamese legislation;

b) Have operated for the minimum period of 01 year after first issuance of the Business Registration Certificate or Business Registration Certificate or License of equivalent validity in accordance with law. As regards a reorganized or transformed enterprise, its operational duration shall be calculated as the operational time of the split enterprise (in case it is subject to the corporate split-up), the operational time of the separated enterprise (in case it is subject to the corporate separation), the longest operational time among amalgamating enterprises (in case it is subject to the corporate amalgamation), the operational time of the acquiring enterprise (in case it is subject to the corporate acquisition), or the operational time of the enterprise before and after transformation (in case it is subject to the corporate transformation);

c) Have the financial statement of the year preceding the year of issue of corporate bonds which is audited as conforming to requirements specified in clause 7 of Article 4 hereof;

d) Ensure compliance with the limit on the number of investors upon issuance and transaction of bonds as provided in clause 2 of Article 4 and clause 8 of Article 6 hereof;

dd) Have the plan for issuance of bonds approved and accepted by competent authorities under Article 14 hereof;

e) Make full payments of both principal and interest for a period of 03 consecutive years prior to the issuance of bonds (if any);

g) Conform to financial safety ratios and prudential ratios in accordance with specialized laws.

2. Issuance of convertible bonds or warrant-linked bonds:

a) Issuing enterprises must be joint-stock companies;

b) Meet issuance requirements referred to in point b, c, d, dd, e and g of clause of this Article;

c) Meet the regulation of foreign investors ownership ratio in accordance with the law in case of converting bonds into shares or exercising the right to purchase of warrants;

d) The issuances of convertible bonds must be at least six months apart;

dd) Convertible bonds and warrants attached to bonds shall not be transferable for at least 01 year from the date of completion of the issuance, unless they are transferred to or between professional securities investors or they are otherwise prescribed by the decision of the Court or they are inherited according to the provisions of law.

3. Issuing enterprises must be public companies that, in addition to meeting the conditions for issuance under the provisions of Clauses 1 and 2 of this Article, must also satisfy the conditions for offering private securities of public companies according to the provisions of Article. 10a of the Law amending and supplementing a number of articles of the Securities Law.

Article 11. Requirements for issuance of bonds

1. In order to be eligible for multiple issuances of bonds, issuing enterprises must meet the following requirements:

a) Meet issuance requirements referred to in Article 10 herein;

b) Have demands for mobilizing capital multiple times in conformance to the purposes of issuing bonds approved by competent authorities;

c) Develop a plan to issue bonds, clearly stating the number of issuances; expected volume, time of issuance and plan of capital use for each issuance. Ensure that duration of each issuance is restricted to 90 days;

d) Carry out the disclosure of information on bond issuance in accordance with Clause 2, Article 22 of this Decree.

2. Enterprises issuing bonds that meet the requirements specified in Clause 1 of this Article may issue bonds multiple time, but not exceeding 12 months from the start date of the first issuance.

Article 12. Bond issuing process

1. Issuing enterprises prepare bond issuance dossiers according to the provisions of Article 13 of this Decree.

2. Issuing enterprises disclose information before the issuance according to the provisions of Article 22 of this Decree.

3. Issuing enterprises conduct bond issuances according to the provisions of Article 15 of this Decree.

4. Issuing enterprises disclose information about results of issuances and report on issuance results according to the provisions of Article 23 of this Decree.

5. Issuing enterprises apply for depository registration of bonds according to the provisions of Article 16 of this Decree.

6. Issuing enterprises pay bond principal and interest according to the provisions of Article 17 of this Decree.

7. Issuing enterprises shall disclose information and make periodical reports made as from the date of completion of the bond issuance until the maturity of bonds according to the provisions of Article 24 of this Decree.

Article 13. Bond issuing dossiers

1. These dossiers shall be prepared by issuing enterprises, including:

a) Bond issuance plan is prescribed in Clause 1, Article 14 of this Decree;

b) Information sheet about bond issuance according to Appendix I hereto;

c) Agreements between issuing enterprises and organizations providing services related to bond issuances (if any);

d) Financial statement that is made in the year preceding the issuance year and audited;

dd) Credit ratings released by credit rating organizations with respect to issuing enterprises and bond type 9if any).

2. In addition to those referred to in clause 1 of this Article, dossiers submitted to apply for multiple issuances of bonds must include:

a) Projects or plans for use of borrowed funds in multiple stages;

b) Latest updates on financial conditions of issuing enterprises, use of funds derived from the previous bond issuance if the two issuances are at least 06 months apart.

3. The financial statement of the year preceding the year of issue of corporate bonds, which is prescribed in point d of clause 1 of this Article, must be audited by auditing bodies meeting requirements specified in clause 7 of Article 4 hereof; The audited financial statement must be the unqualified or qualified audit report. In case qualified audit opinions are given, the enterprise must give explanations about qualified elements and their effects on the ability to pay bond principals and interest of enterprises.

a) In case where an enterprise issues bonds within 90 days from the end of the fiscal year without the audited financial statement of the year preceding the issuing year, or the consolidated financial statement which is audited in the year preceding the issuing year, the enterprise must use the semi-annual financial statement or the 9-month financial statement of the preceding fiscal year audited by the State Auditor or an auditing company meeting requirements according to the provisions of Clause 7, Article 4 of this Decree. No later than 20 days of receipt of the results of auditing of the annual financial statements, the issuing enterprise must disclose information to bondholders;

b) In cases where an issuing enterprise is a parent company, its audited financial statement must include the audited consolidated financial statement of the year preceding the issuing year and the audited financial statement of the parent company in the year preceding the issuing year.

Article 14. Plans for issuance of bonds and authority to approve issuance plans:

1. Bond issuing enterprises shall formulate issuance plans for submission to competent authorities to seek their approval or consent according to the provisions of Clause 2 of this Article and to use them as a basis for information disclosure. The plan for issuance of bonds shall contain the following main information:

a) Information about the issuing enterprise (e.g. business name, type of business, office, business registration certificate or business registration certificate or license having equivalent value as prescribed by law);

b) Purposes of issuance of bonds;

c) Documents and legal documents proving that enterprises meet each conditions for issuing bonds as stipulated in Article 10 and Article 11 of this Decree;

d) Terms and conditions of bonds to be issued; venue of issuance; volume of bonds in each issuance and proposed time of each issuance;

dd) Terms and conditions regarding conversion of bonds into shares in case of issuance of convertible bonds;

e) Terms and conditions regarding the exercise of stock call options in case of issuing warrant-linked bonds;

g) Terms and conditions on the redemption of premature bonds and bond swaps (if any);

h) Certain financial indices of the issuing enterprise in 03 consecutive years preceding the issuance year (if any) and any change made after issuance, including:

- Equity;

- Ratio of liabilities to equity;

- After-tax profit;

- Return on equity (ROE);

i) Current conditions of payment of both principal and interest for a period of 03 consecutive years prior to the issuance of bonds (if any);

k) Audit opinions on a financial statement;

l) Bond issuing methods;

m) Modes of payment of bond principal and interest;

n) Plan to use funds generated from issuance of bonds

o) Fund allocation plan and mode of payment of bond principal and interest;

p) Commitments to disclosing information of the issuing enterprise;

q) Other commitments to bondholders (if any);

r) Terms and conditions regarding registration and depositing;

s) Terms and conditions regarding bond transactions under the provisions of clause 8 of Article 6 herein

t) Rights and responsibilities of bond purchasers;

u) Rights and responsibilities of the issuing enterprise;

v) Responsibilities and obligations of organizations and individuals providing services related to bond issuance.

2. Authority to approve and accept the bond issuance plan:

a) For joint-stock companies, the entity having competence in approving the bond issuance plan shall be prescribed in the issuing enterprise’s charter. In case f being otherwise prescribed in the issuing enterprise’s charter, the Board of Directors shall have the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the latest meeting as stipulated in Clause 4 Article 127 of the Law on Enterprises. Particularly for the plan of issuing convertible bonds, the plan of issuing warrant-linked bonds must be approved by the General Meeting of Shareholders;

b) For public companies issuing convertible bonds or bonds with warrants, after the bond issuance plan is approved by a competent authority under the provisions of Point a of this Clause, the issuing enterprise must register with the State Securities Commission and can issue bonds only after receipt of written opinions of the State Securities Commission;

c) For limited liability companies, the authorities competent to approve bond issuance plans may be the Members Council or the Chairman of the issuing enterprise according to the issuing enterprise’s charter;

d) As for State enterprises, in addition to authority to grant approval as prescribed in point c of this clause, they must comply with the provisions on capital mobilization limits and authority to decide on mobilization of capital of state enterprises according to the provisions of the Law on management and use of state capital invested in enterprises and other documents providing guidance, amendments and supplements (if any).

Article 15. Bond issuing methods

1. Corporate bonds shall be issued according to the following methods:

a) Bidding on issuance of bonds;

b) Guarantee for issuance of bonds;

c) Issuance of bonds via brokerage agencies;

d) Direct sale of bonds to investors.

2. Issuing enterprises shall be entitled to decide on the issuing method and inform it to bond purchasers.

3. Organizations providing consultancy on bond issuance dossiers must be securities companies, credit institutions and other financial institutions permitted to provide consultancy services for bond issuance dossiers according to law provisions. When providing services, the issuing consultancy organization shall be responsible for reviewing the compliance with regulations on issuance conditions and bond issuance dossiers specified in Articles 10, 11 and 13 of this Decree.

4. Organization providing services such as bidding, guaranteeing and acting as an agency of corporate bond issuance shall include securities companies, credit institutions and financial institutions allowed to provide bidding, guarantee and issuing agency services according to regulations law. When providing services, consulting organizations, guarantee and issuing agents must comply with the limits of the number of investors as stipulated in Clause 2, Article 4 and Clause 8, Article 6 of this Decree.

Article 16. Bond registration and depositing

1. Within 10 working days after the end of the issuance, corporate bonds must be registered and deposited at an authorized depository organization to manage the number of investors as stipulated in Clause 8, Article 6 of the Decree. Each corporate bond can only be registered at an authorized depository organization.

2. The depository shall only certify bond ownership if a bond transaction satisfies the provisions of Clause 8 of Article 6 of the Decree.

3. The depository organization shall be responsible for providing information on bond registration and depository to the Stock Exchange in accordance with clause 2 of Article 30 of this Decree.

Article 17. Payment of bond principal and interest

1. The issuing enterprise must set aside funds to pay principal and interest from the legal capital of the enterprise and pay in full and on time to investors according to the bond issuance plan approved by the competent authority.

2. For bonds secured by property put up as collateral, in case the issuing enterprise does not balance the source of payment of bond principal and interest, the collateral shall be disposed of to fulfill the secured obligation of the bonds according to the provisions of the law on collateral.

3. For guaranteed bonds, in case the issuing enterprise fails to balance the sources of funds for repayment of bond principal and interest, the payment guarantee organization shall have to perform the payment guarantee obligation to the issuing enterprise under the guarantee agreement between the guarantor and the issuing enterprise.

Chapter III

ISSUANCE OF BONDS TO INTERNATIONAL MARKETS

Article 18. Bond issuance requirements

1. Non-convertible bonds or bonds without warrants:

a) In order to be eligible for issuing bonds, joint-stock companies or limited liability companies must be established and operated under Vietnamese legislation;

b) Meet issuance requirements defined in regulations of the host market;

c) Have the plan for issuance of bonds to international market approved and accepted by competent authorities under Article 19 hereof;

d) Meet regulations on forex management and provisions of laws on management of lending and repayment of overseas debts of issuing enterprises;

dd) Conform to financial safety ratios and prudential ratios in accordance with specialized laws.

2. Issuance of convertible bonds or warrant-linked bonds:

a) The issuing enterprise must be a joint-stock company meeting issuance requirements specified in clause 1 of this Article;

b) Meet regulations on ratios of ownership of foreign investors as per laws;

c) The issuances of convertible bonds must be at least six months apart.

Article 19. Approval and acceptance of the plan for issuance of bonds to international market

1. For joint-stock companies, the entity having competence in approving the bond issuance plan shall be prescribed in the issuing enterprise’s charter. In case of being otherwise prescribed in the issuing enterprise’s charter, the Board of Directors shall have the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the latest meeting as stipulated in Clause 4 Article 127 of the Law on Enterprises. Particularly for the plan of issuing convertible bonds, the plan of issuing warrant-linked bonds must be approved by the General Meeting of Shareholders.

2. For limited liability companies, the authorities competent to approve bond issuance plans may be the Members Council or the Chairman of the issuing enterprise according to the issuing enterprise’s charter.

3. For state enterprises, in addition to authority to approve issuances of bonds as prescribed in clause 2 of this Article, the plan for issuance of bonds must receive the consent from the owner s representative agency according to provisions of law on mobilization of foreign capital of state enterprises.

Article 20. Organization of bond issuance activities

1. Issuing enterprises disclose information before issuance and information about issuance results according to the provisions of Article 27 and Article 28 of this Decree.

2. Application procedures and documentation requirements for issuance of bonds shall be subject to regulations of the host market.

Chapter IV

INFORMATION DISCLOSURE AND REPORTING REGIME

Section 1: INFORMATION DISCLOSURE AND REPORTING REGIME FOR ISSUANCE OF BONDS IN DOMESTIC MARKETS

Article 21. Information disclosure principles

1. Issuing enterprises shall be responsible for disclosing information in full, accurately and promptly in accordance with the provisions of this Decree and shall be responsible before the law for the contents and accuracy of published information.

2. The information disclosed before issuing bonds must not contain advertising or solicitation contents and must not be disclosed by means of communications or mass media, except for disclosure of information according to provisions of securities law.

3. The issuing enterprise must be a public company that publishes information in accordance with this Decree and the law on information disclosure on the stock market.

4. Information on corporate bond issuance must be disclosed on the website of the issuing enterprise and through the specialized information webpage of corporate bonds at the Stock Exchange in accordance with Article 29.

Article 22. Pre-issuance disclosure of information

1. At least 10 working days before the expected date of issuance of the bond issuance, the issuing enterprise shall disclose information before the issuance to investors in order for them to register purchase of bonds and shall send details about information to be disclosed to the Stock Exchange.

a) Information sheet about pre-issuance disclosure shall be prepared according to Appendix I hereto;

b) Particularly for issuance of green bonds, in addition to the information disclosure as stipulated in point a of this clause, the issuing enterprise must disclose information on the management process, disbursement of capital from the issuance of green bonds according to stipulated in Clause 4, Article 5 of this Decree;

c) Issuing enterprises shall send information to be disclosed before the issuance to investors registering to buy bonds and the Stock Exchange in the form of paper documents or electronic records.

2. As for enterprises issuing bonds multiple times:

a) For the initial issuance, the pre-issuance disclosure of information shall be subject to clause 1 of this Article;

b) As for the following issuance, at least 10 working days before each issuance, the issuing enterprise must provide supplementary documents in accordance with clause 2 of Article 13 herein and send them to the investor registering to buy bonds as well as the Stock Exchange.

3. The Stock Exchange shall receive information to be disclosed prior to issuance in accordance with clause 1 and clause 2 of this Article for synthesis of information about current conditions of issuance of corporate bonds.

Article 23. Disclosure of information about issuance results

1. No later than 05 working days from the end of the bond issuance, the issuing enterprise shall disclose information about the results of bond issuance to bondholders and send information to be disclosed to the Stock Exchange in the form of paper documents or electronic records according to the form in Appendix II issued together with this Decree.

2. The Stock Exchange shall receive information to be disclosed about issuance results in accordance with clause 1 of this Article for synthesis of information and disclose information on its webpage of corporate bonds.

Article 24. Periodic information disclosure

1. Periodically every 6 months and every year until maturity of bonds, the issuing enterprise shall send the contents of periodic information disclosure in the form of paper documents or electronic records to bondholding investors or bond depository organizations in order for them to disclose such information to bondholding investors; and at the same time, must send contents of periodic information disclosure to the Stock Exchange.

2. Contents of periodic information disclosure shall include:

a) 06-month financial statements, annual financial statements of audited bond issuers (if any); Unaudited financial statements certified by the General Meeting of Shareholders or the Members Council or the confirmation of data by the issuing enterprise’s Chairman;

b) Report on the use of capital, disbursement schedule, project execution schedule and environmental impact assessment report on green bonds as prescribed in Clause 4, Article 5 of this Decree; In particular, the capital use report must have the review of the auditing organization;

c) Latest update on current conditions of payment of bond principal and interest.

3. The Stock Exchange shall receive information to be disclosed periodically from the issuing enterprise in accordance with clause 1 and clause 2 of this Article for publication of information on its webpage of corporate bonds and synthesis of information about current conditions of corporate bond issuance.

Article 25. Irregular information disclosure of the issuing enterprise

1. Within 24 hours of the occurrence of one of the following events, the bond issuing enterprise must disclose extraordinary information to the bondholding investor and must send the information to the Stock Exchange relating to:

a) Temporary suspension of part or all of business operations, termination of business or revocation of enterprise registration certificates or business registration certificates or licenses having the equivalent value according to law provisions ; the decision on reorganization or transformation of the issuing enterprise;

b) Any change in the contents of information compared to the published information, which leads to the failure of the issuing enterprise to meet the prescribed issuance requirements or failure to guarantee the ability to pay principal and interest of corporate bonds;

c) Any change in the plan for use of funds generated from issuance of bonds.

2. The Stock Exchange shall receive the information disclosed according to the provisions of Clause 1 of this Article and shall make extraordinary information published through the webpage on corporate bonds right after receiving the disclosed contents of information about the issuing enterprise.

Article 26. Disclosure of the issuing enterprise’s information about convertible bonds, warrant-linked bonds, redemption of premature bonds and bond swaps

1. No later than 05 working days from the date of completion of the conversion of bonds into shares or the date of exercise of stock call option of holders of warrant-linked bonds, the issuing enterprise shall be responsible for sending the published contents of information to the Stock Exchange. The contents of information to be disclosed shall be comprised of:

a) Convertible bonds

- Total value of issued bonds;

- Codes of convertible bonds, number of convertible bonds, total value of convertible bonds; ratios of bonds distributed amongst investors;

- Proposed schedule of depositing and trading of convertible bonds and written applications for bond depositing and transaction (if any).

b) Warrant-linked bonds

- Total value of issued bonds;

- Ratios of exercise of the stock call option;

- Number of call options of each investor owning warrant-linked bonds.

2. For redemption of premature bonds and bond swaps, at least 10 days after the completion of the redemption of premature bonds or bond swap, the issuing enterprise shall have to report to the agency having competence in approving and accepting the bond issuance plan and shall have to send contents of information to be disclosed to the Stock Exchange. The contents of information to be disclosed shall be comprised of:

a) Conditions and terms of bonds purchased before maturity, including the volume of bonds to be redeemed; redemption price; list of investors selling back bonds; post-redemption list of bondholders;

b) Conditions and terms of swapping and swapped bonds, including the price and volume of swapped bonds; price and volume of swapping bonds; swap rate; post-swap list of bondholders.

3. The Stock Exchange shall receive the contents of information to be disclosed from the issuing enterprise according to the provisions of Clauses 1 and 2 of this Article in order to publish the information on the webpage on corporate bonds in case of conversion of bonds into shares and the exercise of the stock call option for warrant-linked bonds, the redemption of premature bonds and bond swaps.

Section 2: INFORMATION DISCLOSURE AND REPORTING REGIME FOR ISSUANCE OF BONDS TO INTERNATIONAL MARKETS

Article 27. Pre-issuance disclosure of information

1. At least 10 working days before the expected date of issuance of bonds to the international market, the issuing enterprise shall send information to be disclosed before the issuance in the form of paper dossiers or electronic dossiers to the Stock Exchange.

2. Contents of the pre-issuance information disclosure shall be composed of:

a) Information about the issuing enterprise (e.g. business name, type of business, office, business registration certificate or business registration certificate or license having equivalent value as prescribed by law);

b) Purposes of issuance of bonds;

c) Volume of bonds expected to be issued;

d) Proposed time of issuance;

dd) Target market and issuance venue;

e) Terms and conditions of bonds;

g) Confirmation of volume of bonds to be issued within the national commercial lending limit, given by the State Bank.

3. The Stock Exchange shall receive information to be disclosed prior to issuance in accordance with clause 1 and clause 2 of this Article for synthesis of information about current conditions of issuance of corporate bonds to international market in accordance with Article 30 herein;

Article 28. Disclosure of information about issuance results

1. No later than 10 working days from the end of the bond issuance, the issuing enterprise shall disclose information about the results of bond issuance to bondholders and send information to be disclosed to the Stock Exchange in the form of paper documents or electronic records.

2. Contents of information about issuance results to be disclosed shall be composed of:

a) Information about the issuing enterprise (e.g. business name, type of business, office, business registration certificate or business registration certificate or license having equivalent value as prescribed by law);

b) Volume of successfully issued bonds;

c) Issuing interest rate;

d) Major terms and conditions of bonds (e.g. volume, face value, currency unit, term, mode of payment of bond principal, interest, date of issuance and maturity date);

dd) Target market and issuance venue.

3. The Stock Exchange shall receive information about issuance results from the issuing enterprise in accordance with clause 1 and clause 2 of this Article for consolidation of data about current conditions of issuance of corporate bonds to international market in accordance with Article 30 herein.

Section 3: WEBPAGE ON CORPORATE BONDS AND REGIME FOR REPORTING OF ISSUANCE OF CORPORATE BONDS

Article 29. Corporate bond webpage at the Stock Exchange

1. The Stock Exchange as assigned by the Ministry of Finance shall be responsible for building and operating the corporate bond webpage to synthesize information on corporate bond issuances and information disclosure in accordance with regulations at Article 21, Article 22, Article 23, Article 24, Article 25, Article 26, Article 27 and Article 28 of this Decree.

2. The webpage shall contain the following main contents:

a) Name of the issuing enterprise, business type and contact address;

b) Current conditions of issuance of corporate bonds in domestic markets, including:

- Bond code (if any);

- Certain main terms and conditions about issued bonds (e.g. issue date, volume, face value, maturity date, form of payment of interest, bond redemption and swap terms (if any));

- Transformation of bonds into shares and exercise of stock call option for warrant-linked bonds and redemption of premature bonds and bond swaps (if any);

c) Current conditions of issuance of corporate bonds to international market, including:

- Volume of successfully issued bonds;

- Main terms and conditions of issued bonds;

- Host markets;

d) Financial status of the issuing enterprise, current conditions of payment of bond principal and interest; current conditions of use of borrowed funds, schedule of disbursement, execution of projects and report on assessment of environmental impacts with respect to green bonds;

dd) Irregular information disclosure of the issuing enterprise;

e) Organization of bond depositing activities (in accordance with regulations of the host market).

3. Investors and issuing enterprises shall be entitled to sign in the webpage on corporate bonds in order to be updated with latest information about issuance of bonds according to the regulations on the webpage on corporate bonds issued by the Stock Exchange.

4. The Stock Exchange shall be responsible for developing and promulgating the Operating Regulations of the webpage on corporate bonds; synthesizing information on the current conditions of corporate bond issuance to implement the periodical reporting regime for the Ministry of Finance in accordance with Article 30 of this Decree.

Article 30. Report of the Stock Exchange on current conditions of corporate bond issuance

1. The Stock Exchange shall carry out the regime for preparing reports on a biannual or annual basis on the issuance of corporate bonds, including issuance of bonds in the domestic market and issuance of bonds to the international market.

2. Each report shall comprise the following information:

a) Number of enterprises issuing bonds with details of types of enterprises, including public companies, non-public joint stock companies, limited liability companies; number of bond issuances, including convertible bond issuances, guaranteed bond issuances, warrant-linked bond issuance and green bond issuance;

b) Main terms and conditions of bonds expected to be issued and issuance results;

c) Average issuing interest rate of each bond term;

d) Host market and venue for issuance.

dd) Report on current conditions of registration and depositing of corporate bonds, including the following information:

- Number of enterprises registering bonds and volume of bonds to be registered and deposited within an issuance period;

- Current conditions of payment of bond principal and interest;

- Number of investors holding bonds with respect to specific codes of registered bonds.

3. Report recipients and reporting form:

a) Depository organizations shall be responsible for providing information for the Stock Exchange on current conditions of registration and depositing of bonds in accordance with point d of clause 2 of this Article in order for the Stock Exchange to consolidate such information used for reporting to the Ministry of Finance on current conditions of issuance of corporate bonds as provided in clause 1 and clause 2 in this Article.

b) Reporting and provision of information as provided in clause 1 and clause 2 of this Article shall be carried out by sending written documents or electronic letters, whichever is informed by the Minister of Finance.

Chapter V

RESPONSIBILITIES OF INVOLVED BODIES

Article 31. Responsibilities of the Ministry of Finance

1. Preside over and cooperate with bodies concerned in providing instructions for implementation of this Decree.

2. Synthesize and evaluate the current conditions of corporate bond issuance in accordance with this Decree to appeal to the Government to issue or amend the policies on corporate bond issuance.

Article 32. Responsibilities of the State Bank of Vietnam

1. Instruct credit institutions to issue bonds in accordance with the Law on Credit Institutions and the provisions of this Decree.

2. Give instructions about the tasks of foreign exchange management related to the issuance of bonds to international markets.

Article 33. Responsibilities of the State Securities Commission

1. Impose administrative penalties for violations arising in the issuance of corporate bonds in accordance with regulations on administrative penalties in the securities and stock exchange sector.

2. Give opinions on the issuance of convertible bonds and warrant-linked bonds by issuing enterprises which are public companies in accordance with laws on securities.

Article 34. Responsibilities of Management Boards, Members’ Boards and Chairman of the issuing enterprise

1. Approve bond issuance plans according to the provisions of this Decree and current law provisions.

2. Supervise the mobilization and use of funds generated from the bond issuances according to current law provisions and the provisions of the issuing enterprise’s charter.

3. Take full responsibility for the decision to mobilize capital through bond issuance and supervise the use of capital from bond issuance in accordance with the approved bond issuance plan and disclosure of information to investors.

Article 35. Responsibilities of the issuing enterprise

1. Comply with the provisions of this Decree on issuance requirements, issuance plans, documents on issuance and information disclosure and reporting regime.

2. Distribute, manage and use funds generated from bond issuance for the right purposes as provided in this Decree and the bond issuance plan approved by competent authorities.

3. Make full and timely payments of bond principal and interest at maturity and ensure the implementation of the associated rights (if any) to bondholders.

4. Bear responsibility for the accuracy, truthfulness and completeness of published information and financial statements; implement the regime of financial management, reporting and statistical accounting according to the provisions of law.

5. Issuing enterprises that fail to comply with this Decree shall be subject to administrative penalties for their violations arising from the issuance of corporate bonds in accordance with Government’s Decree No. 108/2013 /ND-CP dated September 23, 2013 of the Government stipulating the imposition of administrative penalties for violations arising in the sector of securities and securities market, Government’s Decree No. 145/2016/ND-CP dated November 1, 2016, amending and supplementing a number of articles of Decree No. 108/2013/ND-CP dated September 23, 2013 of the Government stipulating penalties for administrative violations in the field of securities and securities market, guiding documents and other documents on amendments and supplements (if any).

Article 36. Responsibilities of issuance consulting, bidding, brokerage and issuance guarantee organizations

1. Provide counseling on issuance of bonds, conduct bidding, provide issuance brokerage and guarantee services for issuing enterprises under signed service agreements.

2. Comply with regulations on the limits to the number of investors as provided in clause 2 of Article 4 and clause 8 of Article 6 herein; comply with regulations on issuance requirements and documentation as provided in Article 10, Article 11 and Article 13 herein.

3. Carry out the information and reporting regime in accordance with this Decree.

Article 37. Responsibilities of bond depository organizations

1. Deposit corporate bonds, provide information and manage the number of investors holding bonds under the provisions of Article 16 herein.

2. Provide periodic information on current conditions of depositing of corporate bonds and ownership of corporate bonds of investors to the Stock Exchange in accordance with clause 2 of Article 30 herein.

Article 38. Responsibilities of the Stock Exchange

1. Set up and operate the webpage on corporate bonds in accordance with provisions of this Decree.

2. Issue regulations on operation of the webpage on corporate bonds after receipt of opinions from the Ministry of Finance.

3. Consolidate information about current conditions of corporate bond issuances in accordance with this Decree.

4. Carry out the regime for disclosure of information and reporting on current conditions of private corporate bond issuance in accordance with this Decree.

Chapter VI

IMPLEMENTARY PROVISIONS

Article 39. Effect

1. This Decree takes effect on February 1, 2019.

2. This Decree shall replace the Government’s Decree No. 90/2011/ND-CP dated October 14, 2011 on issuance of corporate bonds.

Article 40. Transitional provisions

1. Corporate bonds issued before the effective date of this Decree shall continue to conform to terms and conditions of the approved bond issuance plan which has been disclosed to investors.

2. As from the effective date of this Decree, issuing enterprises prescribed in the Government s Decree No. 90/2011/ND-CP dated October 14, 2011 on issuance of corporate bonds must publicly disclose information and send contents of information to be disclosed to the Stock Exchange under the provisions of Article 24, Article 25 and Article 26 herein. Depositing of bonds shall be subject to Article 16 herein.

Article 41. Implementation responsibilities

Ministers, Heads of Ministry-level agencies, Heads of Governmental bodies, and Chairpersons of People’s Committees of centrally-affiliated cities and provinces; Managing Boards, Boards of Members and Chairs of companies, and General Directors or Directors of issuing enterprises, shall be responsible for implementing this Decree./.

For the Government

Prime Minister

Nguyen Xuan Phuc