Decree 200/2026/ND-CP private placement and trading of corporate bonds in domestic and international markets

DECREE

On private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market

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Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Organization of Local Administration No. 72/2025/QH15;

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

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

At the proposal of the Minister of Finance;

The Government promulgates the Decree on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Decree provides for private placement of corporate bonds and trading of privately placed corporate bonds in the territory of the Socialist Republic of Vietnam and offering of corporate bonds to the international market.

2. This Decree does not regulate public offering and trading of bonds in the domestic market in accordance with Law No. 54/2019/QH14 on Securities, which was amended and supplemented by the Law No. 56/2024/QH15.

Article 2. Subject of application

1. Joint stock companies and limited liability companies established and operating in accordance with the law of Vietnam that privately place or trade in corporate bonds in the domestic market, or offer corporate bonds to the international market (hereinafter referred to as bond-issuing corporations).

2. Agencies, organizations and individuals involved in the private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market.

Article 3. Application of relevant laws

1. In addition to complying with this Decree, the bond-issuing corporation shall comply with relevant law regulations. A corporation operating in the fields of securities, banking, real estate business, insurance or lottery shall also comply with specialized law regulations. In case of a difference between specialized laws and this Decree, the former shall prevail.

2. Public private partnership (PPP) project enterprises privately placing/offering bonds shall comply with not only this Decree but also the law regulations on investment in the form of PPP. In case of a difference between the law regulations on investment in the form of PPP and this Decree, the former shall prevail.

3. Corporations that offer bonds to the international market shall comply with not only this Decree but also the law regulations on management of borrowing of foreign loans and payment of foreign debts by enterprises and guiding documents. In case of a difference between law regulations on management of borrowing of foreign loans and payment of foreign debts by enterprises and those of this Decree, the former shall prevail.

4. State enterprises shall comply with not only this Decree but also regulations on capital raising principles, competence to raise capital, and capital raising purposes, the regulations on international capital mobilization in accordance with the law regulations on management and use of state capital at enterprises and the law on enterprises.

Article 4. Interpretation of terms

In this Decree, the following terms are construed as follows:

1. Corporate bond means a type of securities of a term of at least 1 year which are issued by a corporation, certifying its holder’s lawful rights and benefits to a portion of liabilities of the bond-issuing corporation.

2. Green corporate bond means a corporate bond issued to raise capital for investment projects included in the green classification list in the field of environmental protection and projects bringing about environmental benefits in accordance with the law on environmental protection.

3. Convertible bond means a type of bond issued by a joint stock company and convertible into common stocks of the bond-issuing corporation under conditions and terms specified in the bond issuance plan.

4. Secured bond means a type of bond for which the interest and principal payment is wholly or partially secured with assets of the bond-issuing corporation or with assets of a third party in accordance with the law regulations on security for performance of obligations; or for which the payment is guaranteed by a credit institution, a foreign bank branch, an overseas financial institution, or an international financial institution in accordance with law regulations.

5. Warrant-linked bond means a type of bond issued together with warrants by a joint stock company enabling the warrant holder to purchase a certain quantity of common stocks from a bond-issuing corporation under conditions and terms specified in the bond issuance plan.

6. Qualified audit firm means an accredited institution that audits financial statements of units having public interests in accordance with the Law on Independent Audit for bond-issuing corporations other than public companies; or an accredited audit firm specified in Clause 22, Article 4 of Law No. 54/2019/QH14 on Securities for bond-issuing corporations that are public companies, securities companies, or securities investment fund management companies.

7. Bond swap means that a corporation issues bonds for swap with its own outstanding bonds at a time for the purpose of restructuring its debt portfolio.

8. Premature redemption of bonds means a corporation’s redemption of issued bonds before they become mature.

9. Bond issuance date means a date when liabilities of the bond-issuing corporation toward its bonds are certified. Bonds in the same private placement/offering have the same issuance date.

10. Date of bond issuance commencement means a date on which collection of bond purchase payments from investors begins.

11. Date of bond issuance termination means a date on which a bond-issuing corporation completes the distribution of bonds and collection of bond purchase payments from investors.

12. The Stock Exchanges are subsidiary companies of the Vietnam Stock Exchange.

13. Corporate bond trading system means a trading system for corporate bonds which is organized and operated by the Stock Exchanges.

14. Specialized page on corporate bonds means the portal on corporate bonds operated and managed by the Stock Exchange, which provides information related to corporate bonds privately placed in the domestic market and corporate bonds offered to the international market.

Article 5. Principles of bond issuance and use

1. Corporations shall issue bonds on the principles of self-borrowing, self-repayment and accountability for use efficiency of raised capital and ensuring their solvency and shall take responsibility for all disputes and complaints related to the issuance, use of capital, and payment of bond interest and principal.

2. The purposes of bond issuance are to implement investment projects under investment forms prescribed in Law No. 143/2025/QH15 on Investment, restructure the corporation’s own debts, and serve other issuance purposes in accordance with specialized law regulations. Corporations shall state bond issuance purposes in their bond issuance plans as specified in Article 10 of this Decree and disclose information to investors that register to purchase bonds. Capital raised through corporate bond issuance shall be used for purposes stated in bond issuance plans and information disclosed to investors.

3. Capital amounts raised through the issuance of bonds must be separately monitored by the corporations to ensure the use of capital and management of the use of capital for the proper purposes in accordance with the issuance plans and the information disclosed to investors. For capital amounts raised through the issuance of green corporate bonds, corporations shall not only comply with Clauses 1 and 2 of this Article but also separately account, monitor and used for investment projects included in the green classification list in the field of environmental protection, and project bringing about environmental benefits in accordance with law regulations on environmental protection and the approved issuance plans.

4. For bonds issued in the domestic market, a bond-issuing corporation may only change the conditions and terms of the bonds specified in Article 6 of this Decree, or change the issuance purpose stated in the issuance plan approved or accepted by the competent authorities and in the information disclosed to investors, if the following provisions are satisfied:

a) Such change is approved by the competent authorities approving or accepting the bond issuance plan specified in Clause 3 Article 10 of this Decree; for a change of issuance purpose, the bond-issuing corporation must ensure that the revised issuance purpose satisfies the provisions of Clause 2 of this Article;

b) Such change is accepted by bondholders representing at least 65% of the total number of bonds of the same type in circulation;

c) The bond-issuing corporation has completed the premature redemption of bonds for bondholders who do not approve the change of the conditions and terms of the bonds or the change of the issuance purpose stated in the issuance plan.

5. A bond-issuing corporation offering its bonds to the international market shall be responsible for complying with this Decree and the regulations applicable to the market where bonds are issued. The trading in corporate bonds offered to the international market must comply with the regulations applicable to the market where bonds are issued. The early redemption, swap or conversion of corporate bonds offered to the international market must comply with the regulations applicable to the market where bonds are issued and law regulations on foreign exchange management.

Article 6. Basic conditions and terms of bonds

1. Maturity of bonds: A bond-issuing corporation shall decide on bond maturity for each private placement/offering of bonds based on its capital demand.

2. Issuance value: The issuance value shall be decided by the bond-issuing corporation for each private placement/offering of bonds based on the purposes and capital use demand of the corporation, in compliance with this Decree and relevant law regulations. For project investment purposes, the issuance value must be based on the total investment amount approved by the competent authorities; for debt restructuring purposes, the issuance value shall be based on the value of the debt being restructured.

3. Bond issuance and payment currency

a) For bonds privately placed/offered in the domestic market, currency used in bond issuance and payment of bond principals and interests is Vietnam dong;

b) For bonds offered to the international market, currencies used in bond issuance and payment of bond principals and interests are foreign currencies under regulations applicable to markets where bonds are to be issued and the law regulations on foreign exchange management.

4. Bond par value:

a) Par value of bonds privately placed/offered in the domestic market is VND 100,000,000 (one hundred million) or its multiples;

b) Par value of bonds offered to the international market must comply with regulations applicable to markets where they are issued.

5. Bond forms:

a) A bond may be privately placed/offered in the form of certificate, book entry or electronic data;

b) A bond-issuing corporation shall decide on the specific form of bonds in each private placement/offering of bonds under the regulations applicable to the market where bonds are issued.

6. Nominal interest rates of bonds:

a) Nominal interest rate of a bond may be a fixed interest rate for the whole bond maturity term, floating interest rate or the combination of fixed interest rate and floating interest rate;

b) In case a nominal interest rate is a floating interest rate or the combination of fixed interest rate and floating interest rate, the bond-issuing corporation shall specifically state reference bases for determining the nominal interest rate in the bond issuance plan and notify the information to bond purchasers;

c) A bond-issuing corporation shall decide on nominal interest rate for each private placement/offering of bonds as suitable to its financial status and solvency. The interest rate of bonds issued by credit institutions in the domestic market must comply with law regulations on interest rates of credit institutions.

7. Bond-issuing corporations shall decide on types of bonds they issue in accordance with law regulations.

8. Bond-issuing corporations shall decide on methods of payment of bond principals and interests based on their capital demands and practices of the market where their bonds are issued, and notify such to investors prior to the private placement/offering of bonds.

Article 7. Responsibilities of bond-issuing corporations

1. A bond-issuing corporation shall be responsible for:

a) Complying with this Decree’s provisions on offering of bonds.

b) Using capital and managing the use of capital raised through the private placement/offering of bonds for the issuance purposes stated in the issuance plan approved or accepted by the competent authorities, the information disclosed to investors, and in accordance with law regulations;

c) Making full and timely payment of bond interests and principals upon their maturity and ensure the exercise of accompanied rights (if any) by bondholders according to conditions and terms of bonds;

d) Taking responsibility before law and before investors for the accuracy, truthfulness, completeness and validity of information declared in the dossier for private placement of corporate bonds, the registration dossier for private placement of corporate bonds, and the documents disclosing information prior to the private placement of corporate bonds, and for fully satisfying the conditions for private placement/offering; explaining to investors information related to the issuance plan, legal risks, investment risks, risks associated with the use of capital, and the rights, interests and legal responsibilities of the bond-issuing corporation and investors;

dd) The bond-issuing corporation is subject to mandatory premature redemption of bonds as specified in Clause 3, Article 12 of this Decree.

e) Carrying out the financial management, accounting, statistics and audit regimes in accordance with law regulations;

g) Complying with other obligations prescribed in this Decree and other law regulations.

2. Shareholders’ General Meetings, Boards of Directors, Members’ Councils, Presidents and owners of bond-issuing corporations shall be responsible for:

a) Approving or accepting the bond issuance plans in accordance with the companies’ charter, this Decree, the law on enterprises and specialized law regulations;

b) Monitoring, managing and supervising the mobilization and use of capital from the private placement/offering of bonds for the issuance purposes stated in the issuance plans approved or accepted by the competent authorities and the information disclosed to investors; managing and supervising the payment of bond interest and principal within their competence as prescribed in this Decree and the companies’ charter.

Article 8. Responsibilities of organizations and individuals related to reporting documents and dossiers, and the submission and supplementation of reporting documents and dossiers

1. Organizations and individuals participating in the compilation of reporting documents and dossiers shall take responsibility before law for the legality, accuracy, honesty and completion of such reporting documents and dossiers. Organizations and individuals participating in certification of reporting documents and dossiers shall be responsible before law within the scope related to such reporting documents and dossiers. Information in reporting documents and dossiers must be clear, cause no misleading and have adequate important contents which exert an impact on the decisions of agencies, organizations and investors.

2. Competent agencies, organizations and individuals competent to receive and process registration dossiers for the private placement of convertible bonds and private placement of warrant-linked bonds, and dossiers of request for registration of the offering of corporate bonds to the international market by public companies, securities companies and securities investment fund management companies shall consider the validity of such dossiers on the basis of the dossiers provided; and shall not be responsible for violations committed by organizations or individuals before or after the submission of valid dossiers. A valid dossier means reporting dossiers and documents that contain all required papers and the contents of such papers are fully declared in accordance with the law regulations.

3. An organization providing counseling on dossiers shall comply with the service provision contract signed with the bond-issuing corporation and shall have the following responsibilities:

a) Acting honestly, prudently and in full compliance with law regulations in counseling on dossiers;

b) Reviewing and examining information in the dossier, ensuring that analyses and assessments are conducted reasonably and prudently on the basis of the information, data and documents provided, and taking responsibility before law within the scope of counseling related to the reporting dossiers and documents.

4. The institution engaged in issuance bidding, underwriting or agency shall carry out distribution activities in accordance with the service provision contract signed with the bond-issuing corporation and shall be responsible for fully complying with law regulations in bond distribution activities.

5. Audit firms, auditors and signatories of audit reports or reviewers of reports must comply with law regulations on independent audit; comply with audit standards when auditing financial statements; and take responsibility for their opinions on the truthfulness and reasonableness of audited or reviewed reports and data.

6. Credit rating agencies and valuation enterprises shall perform their services in accordance with the service provision contract signed with the bond-issuing corporation. Credit rating agencies, valuation enterprises, signatories of reports on credit rating results and signatories of valuation certificates shall have the following responsibilities:

a) Ensuring independence, objectivity, truthfulness and transparency in the provision of services, and taking responsibility before law within the scope of service provision;

b) Ensuring that the analysis, judgment and assessment of credit rating results and valuation results are conducted reasonably and prudently on the basis of collection of information, data and documents provided, and in compliance with law regulations on credit rating and valuation, relevant law regulations and the provisions of this Decree.

7. The submission and supplementation of dossiers and the notification of dossier-processing results specified in Clause 2 of this Article shall comply with Clause 2 and Clause 9 Article 6 of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing and guiding the implementation of a number of articles of the Law on Securities, as amended and supplemented by Point d and Point dd Clause 3 Article 1 of Decree No. 245/2025/ND-CP dated September 11, 2025 of the Government amending and supplementing a number of articles of Decree No. 155/2020/ND-CP, and Clauses 3, 4, 5, 6, 7 and 8 Article 6 of Decree No. 155/2020/ND-CP.

Chapter II

PRIVATE PLACEMENT OF CORPORATE BONDS AND TRADING OF PRIVATELY PLACED CORPORATE BONDS IN THE DOMESTIC MARKET

Section 1

GENERAL PRINCIPLES

Article 9. Investors participating in the purchase, trading and transfer of privately placed corporate bonds

1. Subjects eligible to participate in the purchase, trading and transfer of privately placed corporate bonds:

a) For inconvertible bonds not linked with warrants privately placed: Subjects eligible to participate in the purchase, trading and transfer of bonds are professional securities investors;

b) For privately placed convertible bonds and privately placed warrant-linked bonds: Subjects eligible to participate in the purchase, trading and transfer of bonds are professional securities investors and strategic investors;

c) Professional securities investors that are organizations as prescribed in Clause 1 Article 11 of Law No. 54/2019/QH14 on Securities, as supplemented by Point a Clause 3 Article 1 of Law No. 56/2024/QH15, may participate in the purchase, trading and transfer of privately placed corporate bonds specified at Point a and Point b of this Clause;

d) Professional securities investors that are individuals as prescribed in Clause 1 Article 11 of Law No. 54/2019/QH14 on Securities, as supplemented by Point a Clause 3 Article 1 of Law No. 56/2024/QH15, may participate in the purchase, trading and transfer of privately placed convertible bonds of public companies, securities companies and securities investment fund management companies;

dd) Professional securities investors that are individuals as prescribed in Clause 1 Article 11 of Law No. 54/2019/QH14 on Securities, as supplemented by Point a Clause 3 Article 1 of Law No. 56/2024/QH15, may participate in the purchase, trading and transfer of privately placed warrant-linked bonds, and privately placed inconvertible bonds not linked with warrants of public companies, securities companies and securities investment fund management companies; and privately placed convertible bonds, privately placed warrant-linked bonds, and privately placed inconvertible bonds not linked with warrants of companies other than public companies, securities companies and securities investment fund management companies in case the bonds are credit rated and secured by assets, or in case the bonds are credit rated and have payment guarantees provided by credit institutions. Collateral or payment guarantees must secure payment of the entire principal amount of the bonds. Collateral does not include shares, stocks, bonds or contributed capital of the bond-issuing corporation itself;

e) Strategic investors participating in the purchase, trading and transfer of privately placed corporate bonds specified at Point b of this Clause are investors selected by the Shareholders’ General Meeting based on criteria regarding financial capacity and technological qualifications and having commitments to cooperate with the company for a period of at least 03 years. The number of strategic investors participating in a private placement of bonds shall not exceed 100 strategic investors.

2. The determination of the status of professional securities investors participating in the purchase, trading and transfer of privately placed corporate bonds shall be carried out as follows:

a) Professional securities investors shall be determined in accordance with Article 5 of Decree No. 155/2020/ND-CP, except for the cases as provided at Point b of this Clause;

b) The identification of an individual professional securities investor specified at Point d, Clause 1, Article 11 of the Law No. 54/2019/QH14 on Securities for purchase, trading and transfer of privately placed corporate bonds must ensure that the portfolio of the investor-held securities listed or securities registered for trading has a value of at least VND 2 billion, which shall be determined by the average daily market value of such securities portfolio for a period of at least 180 days preceding the date of identification of the status of professional securities investor, excluding the value of loans for margin trading and the value of securities for redemption and resale. The identification of professional securities investors specified at this Point is valid for 01 year from the date of certification;

c) A professional securities investor that has purchased privately placed corporate bonds is not required to re-determine its professional securities investor status when trading or transferring the purchased bonds.

3. Organizations in charge of identification of investor status for participation in the purchase, trading and transfer of privately placed corporate bonds:

a) Organizations in charge of identification of professional securities investor status and documents used for identification of professional securities investor status shall comply with Article 4 and Article 5 of Decree No. 155/2020/ND-CP;

b) The bond-issuing corporations shall be responsible for determining strategic investors in accordance with Point e Clause 1 of this Article;

c) Organizations in charge of identification of investor status for participation in the purchase, trading and transfer of privately placed corporate bonds shall be responsible for signing in the written certification issued by an individual professional securities investor prior to the latter’s purchase of bonds, made according the Form No. 05 in the Appendix issued together with this Decree, and shall take responsibility before law for the identification of investor status for participation in the purchase, trading and transfer of privately placed corporate bonds.

4. Responsibilities of investors participating in the purchase, trading and transfer of privately placed corporate bonds:

a) To fully access bond offering dossiers and information disclosed by bond-issuing corporations; to clearly understand conditions and terms of bonds and other commitments of bond-issuing corporations before making bond purchase or trading decisions;

b) To fully understand the risks arising from the purchase, trading and transfer of bonds; to fully understand and comply with regulations on investors eligible for participation in the purchase, trading and transfer of privately placed corporate bonds in accordance with law regulations on securities and enterprises and this Decree;

c) To make self-assessment and take responsibility for their own investment decisions and bear risks arising from investment in, trading and transfer of bonds. The State does not guarantee bond-issuing corporations’ full and timely payment of bond principals and interests upon their maturity and other rights of bond purchasers;

d) Before purchasing bonds (on both the primary market and the secondary market), individual professional securities investors must sign a written certification stating their compliance with Points a, b and c of this Clause and take responsibility for their own decisions on bond purchase after signing such certification. A written certification shall be made according to the Form No. 05 in the Appendix issued together with this Decree and stored in private placement dossiers or stored at securities companies where investors carry out their bond trading in accordance with law regulations;

dd) To take responsibility for dossiers and documents provided by themselves for identification of professional securities investor status;

e) To carry out bond transactions in accordance with Article 21 of this Decree; not sell, jointly contribute capital for investment, or enter into agreements for investment in privately placed corporate bonds in any form with investors who are not eligible to participate in the purchase, trading and transfer of privately placed corporate bonds in accordance with law regulations on securities, enterprises and the provisions of this Decree. The purchase, trading and transfer of privately placed corporate bonds by credit institutions, foreign bank branches and securities investment fund management companies shall also comply with specialized law regulations;

g) To provide purchasers of bonds with the full information disclosed by the bond-issuing corporations as prescribed in this Decree when selling bonds in the secondary market;

h) To use non-cash payment services when purchasing, selling, trading and transferring privately placed corporate bonds in accordance with law regulations.

5. Rights and interests of investors participating in the purchase, trading and transfer of privately placed corporate bonds:

a) Be provided by the bond-issuing corporations with full information subject to disclosure; be provided by the bond-issuing corporations with the bond offering dossier in accordance with Clause 3 Article 15, Point c Clause 2 Article 17 and Clause 4 Article 19 of this Decree;

b) To receive from bond-issuing corporations full and timely payment of bond principals and interests upon maturity, and exercise accompanied rights (if any) under conditions and terms of bonds and agreements with bond-issuing corporations;

c) To request bond-issuing corporations to prematurely redeem bonds under Clause 3, Article 12 of this Decree;

d) To request bond sellers to sufficiently provide information disclosed by bond-issuing corporations specified in this Decree when purchasing bonds on the secondary market.

Article 10. Bond issuance plans and competence to approve bond issuance plans

1. A bond-issuing corporation shall formulate a bond issuance plan, including the following basic contents:

a) Information on the bond-issuing corporation (name, type, head office and business lines of the corporation, and enterprise registration certificate or business license or legal documents of equivalent validity as specified by law regulations); bank account number for receiving payments for bonds of the private placement;

b) Purpose of bond issuance, including specific information on the investment project (specifically stating the competent authorities approving the project, the legal status of the project, the total investment amount of the project, investment risks of the project, project implementation status (project implementation period and expected disbursement schedule)); debts to be restructured (specifically stating creditors, value, maturity, borrowing purpose and expected schedule for repayment of debts). Particularly for credit institutions, the purposes of bond issuance must cover increasing tier-2 capital or using capital raised through the bond issuance for loan provision or investment or purposes specified in law regulations on credit institutions;

c) Plan for the use of capital raised through the private placement of bonds, clearly stating the plan for the use of capital raised through the private placement of bonds for each purpose of use (specific items, value and expected disbursement time for each item). In case the disbursement time has not yet arrived according to the schedule, the bond-issuing corporation may use capital raised through the private placement of bonds to deposit money at commercial banks or foreign bank branches, or purchase deposit certificates issued by commercial banks or foreign bank branches, and must clearly specify the plan for the use of temporarily idle capital in the issuance plan; when the disbursement time arrives according to the schedule, the bond-issuing corporation must ensure that the capital is used for the issuance purposes stated in the issuance plan and the information must be disclosed to investors;

d) Explanation of compliance with conditions for bond offering as prescribed in this Decree and relevant law regulations;

dd) Conditions and terms of bonds expected to be privately placed/offered. For multiple private placements of bonds, the credit institution must project the number of private placements, and the offering value and time of each private placement. For secured bonds, the bond-issuing corporation must specify the type of collateral and the value of collateral as valuated by an organization with the function of price appraisal, legal status of collateral, registration of security interests in accordance with law regulations on registration of security interests, law regulations on securities and order of payment for bondholders upon disposal of collateral for debt payment. For bonds with payment guarantees, the bond-issuing corporation must specifically state the organization providing the payment guarantee and the value of bonds covered by the payment guarantee;

e) A plan for conversion of bonds into stocks in the case of a private placement of convertible bonds (conditions, conversion period, conversion ratio or method for determining the conversion price, debt repayment in the event that the bonds are not converted, approval of, or authorization to the Board of Directors to approve, the plan for ensuring that the issuance of stocks for conversion of bonds complies with regulations on foreign holding rate, and other terms);

g) A plan on execution of rights of warrants in case of private placement of warrant-linked bonds (conditions for exercise of rights, time limit, ratio of exercise of rights, issuance rice or issuance price calculation method, debt repayment, approval of, or authorization to the Board of Directors to approve, the plan for ensuring that the issuance of stocks for execution of rights of warrants complies with regulations on foreign holding rate, and other terms);

h) Proposed plan for the use of capital raised through the issuance of stocks for execution of rights of warrants in case of a private placement of warrant-linked bonds;

i) Cases, conditions, terms and commitments of the bond-issuing corporation on premature redemption of bonds or bond swap;

k) Method and procedure for collecting opinions of bondholders regarding changes to the conditions and terms of the bonds, changes to the purposes of bond issuance, and premature redemption of bonds;

l) A number of financial norms (if any) of the corporation in 3 consecutive years preceding the year of bond offering and changes occurring after the issuance, such as: Equity (specifically stating items included in equity); Total liabilities, including bank loans, borrowings from bond issuance and other liabilities (specifically stating liabilities); Capital structure indicators, including: debt-to-total-assets ratio and debt-to-equity ratio; Solvency indicators, including: short-term solvency ratio (short-term assets/current liabilities), quick ratio (short-term assets - inventories)/current liabilities); Total outstanding debts of bonds (including those from all forms of borrowing through bond issuance)/equity; Before-tax and after-tax profits (in case of making losses, it is required to specify losses in the fiscal year and accumulated losses); Profitability indicators, including: ratio of after-tax-profit to average total assets and ratio of after-tax-profit to average equity; Financial safety indicators and prudential ratios in operations in accordance with specialized law regulations;

m) Payment of principals and interests of issued bonds and due debts (excluding debts from bonds) in 3 consecutive years prior to the private placement (if any);

n) A report on the issuance and use of capital, for outstanding bonds, which must have the following contents: total volume of issued bonds; paid bond interests and principals; remaining outstanding debts of bonds; use of capital raised through bond issuance and the plan for payment of bond interests and principals; violations of the law regulations on corporate bond issuance under decisions of competent authorities for 3 consecutive years prior to private placement (if any);

o) Evaluation of the bond-issuing corporation’s financial status and solvency of its due debts, and the solvency of to-be-issued bonds;

p) Audit opinions on annual financial statements and review opinions on semi-annual financial statements (if any);

q) Bond issuance method;

r) Bond purchasers: The bond-issuing corporation shall clearly state the bond purchasers, ensuring compliance with Clause 1, Article 9 of this Decree. In case of privately placing of bonds to individual professional securities investors, the bond-issuing corporation shall comply with regulations on private placement dossier for individual investors specified in this Decree. In case of a privately placing of convertible bonds or warrant-linked bonds to strategic investors, the bond-issuing corporation must clearly specify the criteria for selection of strategic investors and the list of strategic investors;

s) Plan for arrangement of funds and method of payment of bond interest and principal (including the plan for arrangement of funds for each payment period of bond interest and principal until maturity, method of payment, payment amount, expected payment time and expected source of funds for payment); detailed plan for handling of collateral in the event that funds for payment of interest and principal cannot be arranged (in the case of secured bonds);

t) Commitments of the bond-issuing corporation regarding information disclosure; other commitments to bond purchasers (if any);

u) Measures implemented by the bond-issuing corporation to monitor, manage and supervise the use of capital raised from the private placement of bonds for the proper purposes. In case the bond-issuing corporation utilizes capital raised through private placement of bonds for an investment project via a second party, it must have measures to monitor, manage and supervise the second party in using such capital for the investment project in accordance with the issuance plan;

v) Rights and responsibilities of bond purchasers, specifying the rate of approval of issues requiring bondholders’ approval which, however, must not be lower than the rate of votes of bondholders that represent 65% or more of the total bonds of the same type in circulation;

x) Rights and responsibilities of the bond-issuing corporation.

2. Competence to approve bond issuance plans:

a) For a joint stock company:

A plan on private placement of convertible bonds or private placement of warrant-linked bonds shall be approved by the Shareholders’ General Meeting. The voting to adopt a resolution on approval of the bond issuance plan must comply with the Law No. 59/2020/QH14 on Enterprises.

A plan on private placement of inconvertible bonds not linked with warrants shall be approved by a competent authority under the company charter. Unless otherwise specified in the company charter, the Board of Directors has the right to approve the bond issuance plan but shall report it to the Shareholders’ General Meeting at the nearest meeting. Such a report shall be enclosed with bond private placement documents and dossiers.

b) For a limited liability company, the authority competent to approve the company’s bond issuance plan is its Members’ Council, president or owner as stated in the company charter;

c) For a state enterprise, in addition to the competence to approve the enterprise’s bond issuance plan provided at Point a or b of this Clause, it shall comply with provisions on competence to decide on capital raising in accordance with the law regulations on management and investment of state capital in enterprises and law regulations on enterprises.

d) For a corporation in a sector or trade subject to conditional business, in addition to Point a, b or c of this Clause, the competence to approve bond issuance plans must comply with specialized laws (if any).

3. The competent authorities approving and accepting the bond issuance plan prescribed in Clause 2 of this Article shall also be the competent authorities approving and accepting changes to the conditions and terms of the bonds prescribed in Article 6 of this Decree; changes to the issuance purposes stated in the issuance plan and the information disclosed to investors prescribed in Clause 4 Article 5 of this Decree; and changes to the terms of the bondholders’ representative contract prescribed in Clause 6 Article 11 of this Decree.

Article 11. Bond issuance methods and service providers

1. Corporate bonds may be issued by the following methods:

a) Bond issuance bidding, which means selection of investors qualified for winning bidding to purchase bonds that satisfy bond-issuing corporations’ requirements;

b) Bond issuance underwriting, which means sale of corporate bonds to bond purchasers via issuance underwriting institutions or consortiums;

c) Bond issuance agency, which means a method by which a bond-issuing corporation authorizes another institution to distribute its bonds to bond purchasers;

d) Direct sale of bonds to bond investors, for bond-issuing corporations being credit institutions.

2. Bond-issuing corporations shall decide on bond issuance methods and notify them to bond purchasers.

3. Institutions engaged in corporate bond issuance bidding, underwriting or agency shall be securities companies permitted to provide bond issuance bidding, underwriting or agency services in accordance with Law No. 54/2019/QH14 on Securities and this Decree.

4. An institution engaged in corporate bond issuance bidding, underwriting or agency must sign with a bond-issuing corporation a service provision contract, clearly stating each party’s rights and responsibilities. The major responsibilities of an institution engaged in corporate bond issuance bidding, underwriting or agency when distributing bonds, or responsibilities of a bond-issuing corporation being a credit institution that sells bonds directly to investors shall be as follows:

a) To provide sufficient and accurate information to investors according to the approved bond issuance plan, ensuring that there are no information details that make investors confuse purchase of corporate bonds with depositing of money at credit institutions, based on the dossier and information provided by the bond-issuing corporation; to provide investors with sufficient and accurate information on responsibilities and obligations of the institution engaged in corporate bond issuance bidding, underwriting or agency upon distribution of bonds; to refrain from providing investors with untruthful information or misleading information about bonds;

b) To distribute bonds only to investors that have been identified by the authorized bond-issuing corporation or securities company as professional securities investors after ensuring that the investors have accessed and clearly and fully understood the information and signed the written certification under Clause 3 and Clause 4 Article 9 of this Decree; to refrain from offering, assisting, distribute bonds to investors that are not eligible to purchase privately placed corporate bonds;

c) In case of making commitments with investors to redeeming their bonds, to sign contracts with investors (such a contract must clearly specify bond redemption conditions and terms) and comply with specialized law regulations when fulfilling such commitments;

d) In case of providing bond issuance underwriting under the law regulations on securities, to provide investors with sufficient information about the scope of bond issuance underwriting, ensuring that there are no information details that make investors confuse bond issuance underwriting with bond payment guarantee;

dd) To make confirmations that proceeds from the private placement of bonds have been transferred into the bond-issuing corporation’s account for receiving payments for bonds, and send such confirmations to the bond-issuing corporation for storage in the private placement dossiers, and disclose results of private placement of bonds under regulations;

e) To implement the reporting regime in accordance with this Decree.

5. Organizations providing counseling on dossiers of private placement of bonds that are securities companies may provide consultancy on dossiers on private placement of securities in accordance with the law regulations and shall have the following responsibilities:

a) To enter into a service provision contract with the bond-issuing corporation, clearly stating powers and responsibilities of each party;

b) When providing services, to perform responsibilities in accordance with Clause 3 Article 8 of this Decree;

c) Not to advise or assist the bond-issuing corporation in providing false information or information likely to mislead investors regarding the bonds and the financial status and operations of the bond-issuing corporation in the offering dossier;

e) To implement the reporting regime in accordance with this Decree.

6. Bondholder representative is a depository member of the Vietnam Securities Depository and Clearing Corporation, securities investment fund management company that is designated or selected to represent interests of a bondholder. Bondholder representatives shall have the following responsibilities:

a) To sign a service provision contract with the bond-issuing corporation, clearly stating powers and responsibilities of each party;

b) To supervise the bond-issuing corporation's compliance with commitments stated in the bond offering dossier;

c) To act as an intermediary between bondholders, the bond-issuing corporation and other relevant organizations;

d) To request the guarantor to fulfill the underwriting obligation when the bond-issuing corporation fails to perform or improperly perform the obligation to pay bond principal and interest;

dd) In case of secured bonds, the bondholder representative shall be the organization receiving and managing the collateral, act on behalf of the bondholder to settle the collateral in accordance with the signed contractual terms and law regulations on measures to secure performance of civil obligations and law regulations on registration of security interests. In case the collateral consists of securities centrally registered at the Vietnam Securities Depository and Clearing Corporation, the registration of security interests shall comply with law regulations on securities; the management and settlement of the collateral shall comply with law regulations on measures to secure performance of obligations and the agreements among the parties.

In case where the bondholder representative is not entitled to receive and manage collateral in accordance with specialized law regulations, such bondholder representative must designate a third party to receive and manage the collateral or designate a third party to receive and manage all of collateral of bonds. The organization receiving and managing the collateral shall be responsible for entering into a contract with the bond-issuing corporation, clearly specifying the powers and responsibilities of each party; managing the collateral and implementing measures for settlement of the collateral in accordance with the signed contractual terms and law regulations on measures to secure performance of obligations and law regulations on registration of security interests;

e) The change of a representative of bondholders is allowed when it is approved by bondholders representing 65% or more of the total bonds of the same type in circulation. The change of other terms in the contract on bondholders’ representative must be concurrently approved by the competent authority of the bond-issuing corporation prescribed in Clause 3 Article 10 of this Decree;

g) To implement the reporting regime in accordance with this Decree.

7. Qualified audit firms, valuation enterprises, credit rating agencies, signatories of audit reports and reviewers of reports, signatories of reports on credit rating results, and signatories of valuation certificates shall have responsibilities in accordance with Clause 5 and Clause 6 Article 8 of this Decree.

8. Institutions providing corporate bond-related services as specified in Clauses 3, 5, 6 and 7 of this Article must not be affiliated persons of bond-issuing corporations as provided in the Law No. 54/2019/QH14 on Securities and documents detailing and guiding its implementation. These institutions shall take full responsibility before law for their service provision activities.

Article 12. Premature redemption of bonds, bond swap

1. The bond-issuing corporation may conduct premature redemption of bonds in the cases specified in Clause 3 of this Article or conduct swap of bonds. Prematurely redeemed bonds shall be revoked.

2. Authorities competent to approve or accept bond issuance plans have the competence to approve or accept plans on premature redemption of bonds or swap of bonds, except the cases of mandatory premature redemption of bonds specified at Point b, Clause 3 of this Article.

3. Cases of premature redemption of bonds:

a) Premature redemption of bonds as agreed between the bond-issuing corporation and bondholders or other cases specifically stated in the bond issuance plan prescribed in Article 10 of this Decree (if any);

b) Mandatory redemption of bonds at the request of investors in case:

A bond-issuing corporation commits a violation of law regulations on its bond issuance plan and such violation cannot be remediated or the remedial measures are not accepted by bondholders representing at least 65% of the total number of bonds of the same type in circulation;

The bond-issuing corporation fails to implement the bond issuance plan approved or accepted by the competent authorities, or the information disclosed to investors, and such failure cannot be remedied or the remedial measures are not accepted by the number of bondholders that represent at least 65% of the total number of bonds of the same type in circulation;

Other cases specifically stated in the bond issuance plan (if any);

c) Premature redemption of bonds held by bondholders who do not accept changes to the conditions and terms of the bonds or changes to the issuance purposes stated in the issuance plan, in case such changes have been accepted by bondholders representing at least 65% of the total number of bonds in circulation.

4. Point b Clause 3 of this Article shall not apply in case bonds are recalled under a decision of a competent agency.

Section 2

PRIVATE PLACEMENT OF BONDS BY COMPANIES OTHER THAN PUBLIC COMPANIES, SECURITIES COMPANIES AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

Article 13. Conditions for private placement of bonds by companies other than public companies, securities companies and securities investment fund management companies

1. For the private placement of inconvertible bonds not linked with warrants, a bond-issuing corporation must satisfy the following conditions:

a) Being a joint stock company or limited liability company established and operating in accordance with the law of Vietnam;

b) Having fully paid both principal and interest of bonds issued and due or due liabilities during 3 consecutive years (if any) immediately preceding the private placement of bonds, unless bonds are privately placed to creditors being selected financial institutions;

c) Satisfying requirements on financial safety and prudential ratios in its operation in accordance with relevant specialized laws;

d) Having liabilities (including the value of the bonds proposed to be issued) must not exceed 05 times the equity of the bond-issuing corporation according to the annual financial statements prescribed at Point e of this Clause, except for bond-issuing corporations that are State-owned enterprises, corporations issuing bonds to execute real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, or securities investment fund management companies, which shall comply with relevant law regulations. In case the bond-issuing corporation is a parent company, the liabilities (including the value of bonds proposed to be issued) and equity shall be determined on the basis of consolidated financial statements, in which equity excludes interests of non-controlling shareholders;

dd) Having a bond issuance plan approved under Article 10 of this Decree;

e) Having its financial statement of the year preceding the year of bond issuance audited by a qualified audit firm under this Decree;

g) Having bond purchasers taking part in private placement/offering of bonds specified in Clause 1, Article 9 of this Decree.

2. For private placement of convertible bonds or warrant-linked bonds, a bond-issuing corporation must satisfy the following conditions:

a) The bond-issuing corporation is a joint stock company established and operating in accordance with the law of Vietnam;

b) Satisfying the conditions for private placement of bonds prescribed at Points b, c, d, dd and e Clause 1 of this Article;

g) Having bond purchasers taking part in private placement of bonds specified in Clause 1, Article 9 of this Decree.

3. A bond-issuing corporation carrying out multiple private placements of bonds must satisfy the following conditions:

a) The bond-issuing corporation is a credit institution established and operating in accordance with the law of Vietnam;

b) Satisfying the conditions prescribed in Clause 1 of this Article in the case of a private placement of inconvertible bonds not linked with warrants; satisfying the conditions prescribed in Clause 2 of this Article in the case of a private placement of convertible bonds and warrant-linked bonds;

c) It wishes to raise capital in multiple periods to meet the bond issuance purpose as approved under Clause 2, Article 10 of this Decree;

d) Having a bond issuance plan specifying the issuance value, timing and plan for the use of capital of each private placement of bonds;

dd) A bond distribution period of each private placement must not exceed 30 days from the date of information disclosure prior to the private placement of bonds. The total period of multiple private placements must not exceed 06 months from the issuance date of the first private placement of bonds.

Article 14. Dossiers of private placement of bonds by companies other than public companies, securities companies and securities investment fund management companies

1. The bond issuance plan prescribed in Clause 1 Article 10 of this Decree and the Decision on approval and acceptance of the bond issuance plan.

2. Documents evidencing and undertaking the full satisfaction of the conditions for private placement of bonds prescribed in Article 13 of this Decree.

3. Annual financial statements of the year immediately preceding the issuance year that are audited by a qualified audit firm. An auditor’s opinion for such financial statement must be an unqualified opinion; in case an auditor’s opinion is a qualified opinion, such qualified opinion does not impact conditions for private placement of bonds; the bond-issuing corporation must have documents that provide reasonable explanations about, and obtain the audit firm’s certification of, the impacts of the qualified opinion. In case the bond-issuing corporation is a parent company, financial statements in its dossier of bond private placement include the audited consolidated financial statement of the year preceding the year of bond issuance and audited financial statement of the parent company of the year preceding the year of bond issuance.

4. A document disclosing information on bond private placement in accordance with Clause 1 Article 29 of this Decree and the guidance of the Minister of Finance.

5. Contracts signed between the bond-issuing corporation and private placement-related service providers, including:

a) Contract signed with the organization providing counseling on dossiers of private placement of bonds;

b) Contract entered into with the institution engaged in bond issuance bidding, underwriting or agency (if any);

c) Contract entered into with the bondholders’ representative (if any); in the case of secured bonds or bonds offered to individual professional securities investors, a contract with the bondholders’ representative is required;

d) Contract entered into with the organization receiving and managing collateral in respect of secured bonds (if any);

dd) Contracts entered into with other organizations related to the private placement of bonds (if any).

6. A report on credit rating results in respect of bonds in the case of an offering to individual professional securities investors in accordance with Point dd Clause 1 Article 9 of this Decree.

7. Written approval of a competent state management agency in accordance with specialized law regulations (if any).

8. A written confirmation of a commercial bank or foreign bank branch that the bond-issuing corporation has opened an account to receive bond purchase payments. In case the bond-issuing corporation is a commercial bank, a written confirmation from such bank regarding the account for receiving bond purchase payments is required.

9. Decision of the Board of Directors, Members’ Council, president, owner or competent authority of the bond-issuing corporation on approval of the private placement dossier for which all conditions have been fully satisfied and of which the information and documents are complete, valid, accurate and truthful.

10. For secured bonds, in addition to the documents prescribed in Clauses 1, 2, 3, 4, 5, 6, 7, 8 and 9 of this Article, the dossier for private placement of bonds shall also include:

a) In case of security in the form of a payment guarantee: a) A written commitment on payment guarantee by a credit institution or branch of a foreign bank or an overseas financial institution or an international financial institution in accordance with law regulations;

b) In the case of security by assets: Documents on the legal status of the collateral; documents on valuation of the collateral by an organization having valuation functions; documents evidencing ownership rights or use rights over assets used as security for bond payment obligations; agreement among the owner or user of the collateral securing the bonds, the bondholders’ representative and the bond-issuing corporation, and a written commitment of the third party regarding the use of assets as security for performance of bond payment obligations where the bonds are secured by assets of a third party; documents on registration of security interests in accordance with law regulations on registration of security interests and law regulations on securities; documents and information on the order of payment to bondholders upon settlement of the collateral for debt payment.

11. In case of multiple private placements of bonds by a credit institution, in addition to the documents prescribed in Clauses 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 of this Article, the dossier for private placement of bonds shall also include:

a) Documents on a project or a plan on use of capital in multiple periods;

b) Documents updating information on private placements and use of capital raised through previous private placements under the bond issuance plan;

c) Documents updated information on financial status of the bond-issuing corporation in case the interval between two consecutive private placements is 3 months or more and in case the two consecutive private placements are not in the same fiscal year.

Article 15. Order and procedures for private placement of bonds by companies other than public companies, securities companies and securities investment fund management companies

1. The bond-issuing corporation shall self-assess its satisfaction of the conditions for private placement of bonds prescribed in Article 13 of this Decree, decide on its bond issuance plan and prepare the dossier for private placement of bonds in accordance with Article 14 of this Decree.

2. At least 01 working day prior to the expected date of organization of the private placement of bonds (the commencement date of the private placement of bonds), the bond-issuing corporation must send the information disclosure statement prior to the private placement of bonds to investors registering to purchase bonds in accordance with Article 29 of this Decree and to the Stock Exchange for aggregation and reporting of the status of corporate bond issuance in accordance with Article 40 of this Decree.

Within 01 working day from the date on which the Stock Exchange receives the information disclosure statement prior to the private placement of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the private placement of bonds of the bond-issuing corporation through the specialized page on corporate bonds with the provincial-level People's Committee (where the bond-issuing corporation is headquartered) for monitoring and aggregation of the bond issuance activities of corporations in the locality. The receipt by the provincial-level People's Committee of information on the private placement of corporate bonds does not imply confirmation of, or guarantee for, the private placement of bonds of the corporation.

3. The bond-issuing corporation must provide its dossier for private placement of bonds prescribed in Article 14 of this Decree to bond purchasers. An individual bond purchaser must sign a written certification confirming compliance with Points a, b, c and d Clause 4 Article 9 of this Decree.

4. The corporation shall conduct the private placement of bonds in accordance with the issuance method specified in the information disclosure statement prior to the private placement of bonds. The corporation must complete the distribution of bonds within 30 days from the commencement date of the private placement of bonds.

5. Within 10 days from the completion date of the private placement of bonds, the bond-issuing corporation must disclose information on the results of the private placement of bonds, using the Form No. 07 of the Appendix issued together with this Decree to bond purchasers and send a notice of the results of the private placement of bonds to the Stock Exchange.

6. Within 01 working day from the date on which the Stock Exchange receives the information disclosure statement on the results of the private placement of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the results of the private placement of bonds of the bond-issuing corporation through the specialized page on corporate bonds with the provincial-level People's Committee (where the bond-issuing corporation is headquartered) for monitoring and aggregation of the bond issuance activities of corporations in the locality.

Section 3

PRIVATE PLACEMENT OF BONDS BY PUBLIC COMPANIES, SECURITIES COMPANIES AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

Article 16. Conditions for private placement of bonds by public companies, securities companies and securities investment fund management companies

1. Conditions for the private placement of inconvertible bonds not linked with warrants by a public company shall comply with Clause 2 Article 31 of Law No. 54/2019/QH14 on Securities and Point d Clause 1 Article 13 of this Decree; in case the private placements of bonds are conducted, the conditions prescribed at Points a, c, d and dd Clause 3 Article 13 of this Decree must also be satisfied.

2. Conditions for the private placement of inconvertible bonds not linked with warrants by a securities company or a securities investment fund management company that is not a public company shall comply with Clause 4 Article 31 of Law No. 54/2019/QH14 on Securities and Point d Clause 1 Article 13 of this Decree.

3. Conditions for the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and securities investment fund management companies:

a) The conditions prescribed in Clause 1 Article 31 of Law No. 54/2019/QH14 on Securities and Point d Clause 1 Article 13 of this Decree;

b) The private placement of convertible bonds and warrant-linked bonds must be carried out at least 06 months after the completion date of the most recent private placement or private issuance, including: Private placement of stocks; private placement of convertible bonds; private placement of warrant-linked bonds; private placement of preferred stocks accompanied with warrants; issuance of stocks for swap with shares for shareholders of a non-public joint stock company or for swap with capital contribution portions for capital-contributing members of a limited liability company; issuance of stocks for swap with shares for specified shareholders of a public company; issuance of stocks for debt swap.

Article 17. Dossier for private placement of inconvertible bonds not linked with warrants, order and procedures for private placement of inconvertible bonds not linked with warrants by public companies, securities companies and securities investment fund management companies

1. A dossier for private placement of inconvertible bonds not linked with warrants by a public company, securities company or a securities investment fund management company shall include:

a) Documents evidencing and undertaking the full satisfaction of the conditions for private placement of bonds specified in Clause 1 and Clause 2 Article 16 of this Decree;

b) Documents prescribed in Clauses 1, 3 and 4, Points b, c, d and dd Clause 5, Clauses 6, 7, 8 and 9, Points a and b Clause 10, and Clause 11 Article 14 of this Decree;

c) Contract entered into with the organization providing counseling on dossiers of private placement of bonds, except where the bond-issuing corporation is a securities company.

2. Order and procedures for private placement of inconvertible bonds not linked with warrants by a public company, securities company or a securities investment fund management company shall be as follows:

a) The bond-issuing corporation shall self-assess its satisfaction of the conditions for private placement of bonds prescribed in Article 16 of this Decree, decide on its bond issuance plan and prepare the dossier for private placement of bonds in accordance with Clause 1 Article 17 of this Decree.

b) At least 01 working day prior to the expected date of organization of the private placement of bonds (the commencement date of the private placement of bonds), the bond-issuing corporation must send the information disclosure statement prior to the private placement of bonds to investors registering to purchase bonds in accordance with Article 29 of this Decree and to the Stock Exchange for aggregation and reporting of the status of corporate bond issuance in accordance with Article 40 of this Decree.

Within 01 working day from the date on which the Stock Exchange receives the information disclosure statement prior to the private placement of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the private placement of bonds of the bond-issuing corporation through the specialized page on corporate bonds with the State Securities Commission of Vietnam for monitoring and aggregation of the bond issuance activities of bond-issuing corporations. The receipt by the State Securities Commission of Vietnam of information on the private placement of corporate bonds does not imply confirmation of, or guarantee for, the private placement of bonds of the corporation;

c) The bond-issuing corporation must provide its dossier for private placement of bonds prescribed in Clause 1 of this Article to bond purchasers. An individual bond purchaser must sign a written certification confirming compliance with Points a, b, c and d Clause 4 Article 9 of this Decree;

d) The bond-issuing corporation shall conduct the private placement of bonds in accordance with the issuance method specified in the information disclosure statement prior to the private placement of bonds. The bond-issuing corporation must complete the distribution of bonds within 30 days from the commencement date of the private placement of bonds;

dd) Within 10 days from the completion date of the private placement of bonds, the bond-issuing corporation must disclose information on the results of the private placement of bonds, using the Form No. 07 of the Appendix issued together with this Decree to bond purchasers and send a notice of the results of the private placement of bonds to the Stock Exchange;

e) Within 01 working day from the date on which the Stock Exchange receives the information disclosure on the results of the private placement of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the results of the private placement of bonds of the bond-issuing corporation through the specialized page on corporate bonds with with the State Securities Commission of Vietnam for monitoring and aggregation of the bond issuance activities of the bond-issuing corporation.

Article 18. Dossier for registration of the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and securities investment fund management companies

1. A written registration of private placement, made according to the Form No. 01 provided in Appendix issued together with this Decree.

2. A decision of the Shareholders’ General Meeting approving the issuance plan prescribed in Article 10 of this Decree. Persons with interests related to the private placement may not participate in the voting.

3. A decision of the Board of Directors on approval of subjects of offering those are professional securities investors, in case the Board of Directors is authorized by the Shareholders’ General Meeting. Persons with interests related to the private placement may not participate in the voting.

4. A decision of the Board of Directors on approval of the dossier of private placement registration.

5. A decision of the Shareholders’ General Meeting or Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) on approval of the plan to ensure that the issuance of stocks for conversion of bonds satisfies regulations on foreign holding rate.

6. Commitments of the bond-issuing corporation on non-violation of provisions on cross-ownership of the Law on Enterprises No. 59/2020/QH14 at the time of conversion of bonds into stocks and execution of rights of warrants.

7. A written certification by the bank or foreign bank branch of the opening of a frozen account for receiving payments for privately placed convertible bonds or privately placed warrant-linked bonds. The bank or foreign bank branch where the frozen account is opened must not be an affiliated person of the bond-issuing corporation as prescribed in Law No. 54/2019/QH14 on Securities and documents detailing and guiding the implementation thereof.

8. Documents prescribed at Point a and Point b Clause 10 Article 14 of this Decree in respect of secured bonds.

9. A report on credit rating results in respect of privately placed warrant-linked corporate bonds in the case of a private placement to individual professional securities investors.

10. Written approval of a competent state management agency in accordance with specialized law regulations (if any).

11. Other documents providing information on the private placement to investors (if any).

12. Documents relating to the use of proceeds raised from the private placement (if any).

13. Contracts signed between the bond-issuing corporation and private placement-related service providers, including:

a) Contract entered into with the organization providing counseling on dossier of private placement of bonds, except where the bond-issuing corporation is a securities company;

b) Contract entered into with the institution engaged in bond issuance bidding, underwriting or agency (if any);

c) Contract entered into with the bondholders’ representative (if any); in the case of secured bonds or warrant-linked bonds offered to individual professional securities investors, a contract with the bondholders’ representative is required;

d) Contract entered into with the organization receiving and managing collateral in respect of secured bonds (if any);

dd) Contracts entered into with other organizations related to the private placement of bonds (if any).

Article 19. Order and procedures for registration of the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and securities investment fund management companies

1. The bond-issuing corporation shall self-assess its satisfaction of the conditions for private placement of bonds prescribed in Article 16 of this Decree, decide on its bond issuance plan and prepare the dossier of private placement registration in accordance with Article 18 of this Decree.

2. The bond-issuing corporation shall submit the registration dossier for the private placement to the State Securities Commission of Vietnam. Within 07 working days from the receipt of a valid dossier, the State Securities Commission of Vietnam shall notify the bond-issuing corporation of the receipt of a complete dossier; where the dossier is invalid, the State Securities Commission of Vietnam shall notify the corporation and clearly state the reasons therefor.

3. After receiving the notification from the State Securities Commission of Vietnam confirming receipt of a complete dossier, the bond-issuing corporation must implement the information disclosure prior to the private placement to investors registering to purchase bonds in accordance with Article 29 of this Decree and notify the information to the Stock Exchange.

4. The bond-issuing corporation must provide its dossier for private placement of bonds prescribed in Article 18 of this Decree to bond purchasers. An individual bond purchaser must sign a written certification confirming compliance with Points a, b, c and d Clause 4 Article 9 of this Decree. Such written certification shall be made according to Form No. 05 of the Appendix issued together with this Decree and must be retained by the bond-issuing corporation together with the dossier of private placement of bonds.

5. The corporation shall organize the private placement of bonds in accordance with the issuance plan and must complete the distribution of bonds within 30 days from the date on which the State Securities Commission of Vietnam issues a written notice confirming receipt of a complete dossier. The amount raised from the private placement must be transferred into the frozen account opened at a bank or foreign bank branch. The bond-issuing corporation is not allowed to the money in the frozen account in any form until the completion of the private placement of bonds, submission of a report to the State Securities Commission of Vietnam, and receipt of a notice from the State Securities Commission of Vietnam confirming receipt of the report on the results of the private placement.

6. Within 10 days from the completion date of the private placement of bonds, the bond-issuing corporation must send to the State Securities Commission of Vietnam a report on the results of the private placement, made according to the Form No. 03 of the Appendix issued together with this Decree, accompanied with a written certification by a bank or foreign bank branch where a frozen account is opened of the proceeds raised from the private placement, and make information disclosure on the website of the bond-issuing corporation and the Stock Exchange regarding the results of the private placement.

7. Within 03 working days from the receipt of a valid report on the results of the private placement, the State Securities Commission of Vietnam shall notify the bond-issuing corporation of the receipt of such report, simultaneously send such notice to the Stock Exchange and publish on the website of the State Securities Commission of Vietnam the information on the receipt of the report on the results of the private placement. After receiving the notice from the State Securities Commission of Vietnam confirming receipt of the report on the results of the private placement, the bond-issuing corporation may request the bank or foreign bank branch where the frozen account is opened to unfreeze the proceeds raised through the private placement from the frozen account.

Section 4

BOND REGISTRATION, DEPOSITORY AND TRADING, AND PAYMENT FOR BOND TRADING

Article 20. Bond registration, depository and payment for bond trading

1. After completion of the private placement of bonds in accordance with this Decree, the bond-issuing corporation must register its bonds at the Vietnam Securities Depository and Clearing Corporation as follows:

a) Within five working days after the State Securities Commission of Vietnam notifies its receipt of a report on results of private placement of convertible bonds or warrant-linked bonds of a public company, securities company or securities investment fund management company.

b) Within five working days after the bond-issuing corporation discloses the information on results of the private placement of bonds under Clause 1 Article 30 of this Decree, for cases other than those specified at Point a of this Clause;

c) When registering bonds at the Vietnam Securities Depository and Clearing Corporation, the bond-issuing corporation shall submit the list of bondholders and take full responsibility before law for the eligibility of bondholders on such list for purchasing corporate bonds in accordance with this Decree.

2. Within 05 working days from the receipt of a complete and valid dossier, the Vietnam Securities Depository and Clearing Corporation shall notify the corporation that its bonds have been registered with the Vietnam Securities Depository and Clearing Corporation; such notice shall simultaneously be sent to the Stock Exchange. In case of refusal, the Vietnam Securities Depository and Clearing Corporation shall notify the corporation and clearly state the reasons therefor.

3. Registered bonds of a consolidated company or a merged company shall continue to be registered with the Vietnam Securities Depository and Clearing Corporation.

4. Bonds must be deposited in a centralized manner at the Vietnam Securities Depository and Clearing Corporation through depository members before being traded or transferred to others, except for cases guided by the Minister of Finance.

5. The centralized registration and depository of corporate bonds at the Vietnam Securities Depository and Clearing Corporation under this Decree and the law on securities does not imply that the Vietnam Securities Depository and Clearing Corporation confirms and secures the legality of private placement of corporate bonds and the full payment of bond principals, interests, premature redemption amounts and other bond-related obligations.

6. It is allowed to transfer the ownership of bonds registered at the Vietnam Securities Depository and Clearing Corporation in the following cases:

a) Transfer of bond ownership through purchase and sale transactions on the corporate bond trading system of the Stock Exchange in accordance with Article 21 of this Decree;

b) Transfer of bond ownership outside the corporate bond trading system of the Stock Exchange in accordance with Clauses 2 and 4 Article 50 of Law No. 54/2019/QH14 on Securities.

7. Payment for privately placed corporate bonds shall be carried out by the Vietnam Securities Depository and Clearing Corporation; money payment shall be carried out by the payment bank on the basis of payment obligations determined by the Vietnam Securities Depository and Clearing Corporation and shall not be subject to the mechanism of central counterparty clearing.

8. Registration, adjustment of the quantity of registered bonds, cancellation of bond registration, deposit, exercise of rights, transfer of ownership, and payment for trading in privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation shall be carried out in accordance with the regulations of the Minister of Finance.

Article 21. Bond trading

1. Bond-issuing corporations shall register the trading of their issued bonds on the corporate bond trading systems of the Stock Exchanges. The registration of bond trading at the Stock Exchanges specified in this Article does not imply that the Stock Exchanges confirm and secure the legality of the private placement of corporate bonds and the full payment of bond principals and interests.

2. A bond-issuing corporation must register bond trading at the Stock Exchange within the following time limits:

a) Within 15 working days after the State Securities Commission of Vietnam issues a notice on its receipt of a report on results of the private placement of convertible bonds or warrant-linked bonds of a public company, securities company or securities investment fund management company;

b) Within 15 working days after the bond-issuing corporation discloses information on results of the private placement of bonds under Article 30 of this Decree, for cases other than those specified at Point a of this Clause.

3. A dossier of registration for bond trading must comprise:

a) A written request for bond trading registration, made according to the Form No. 06 provided in Appendix issued together with this Decree;

b) An enterprise registration certificate; establishment and operation license or equivalent legal documents;

c) A decision on approval and acceptance of the bond issuance plan;

d) A written approval of a competent state management agency regarding the bond issuance in accordance with specialized law regulations (if any);

dd) A report on credit rating results in respect of bonds in the case of an offering to individual professional securities investors in accordance with Point d and Point dd Clause 1 Article 9 of this Decree.

4. Order and procedures for bond trading registration on a Stock Exchange’s corporate bond trading system shall be as follows:

a) The bond-issuing corporation shall register bond trading in accordance with Clause 2 of this Article;

b) The bond-issuing corporation shall send a bond trading registration dossier prescribed in Clause 3 of this Article to the Stock Exchange by electronic means under the Stock Exchange’s Regulation;

c) Within 05 working days from the receipt of a complete and valid dossier for registration of bond trading and after the bonds have been registered at the Vietnam Securities Depository and Clearing Corporation, the Stock Exchange shall issue a notice confirming that the bonds have been registered for trading on the corporate bond trading system and shall simultaneously disclose information on the specialized page on corporate bonds. In case of refusal, the Stock Exchange shall notify the bond-issuing corporation through the specialized page on corporate bonds and clearly state the reasons therefor;

d) Within 10 working days after the Stock Exchange issues a notice on bonds already registered for trading, the bond-issuing corporation shall put bonds into trading on the Stock Exchange’s corporate bond trading system.

5. Bonds already registered for trading of consolidated or merged companies may continue to be registered for trading at the Stock Exchanges.

6. Cases subject to bond trading deregistration:

a) Upon maturity of the bonds or where the bond-issuing corporation has fully redeemed prior to maturity, swapped or converted all bonds;

b) In case the bond-issuing corporation havs its enterprise registration certificate; establishment and operation license or equivalent legal documents revoked;

c) In case the bond-issuing corporation is detected by the Stock Exchange to forge the dossier for registration of bond trading;

d) At the request of the Vietnam Securities Depository and Clearing Corporation in case the Vietnam Securities Depository and Clearing Corporation detects that the bond-issuing corporation forges the dossier for registration of bond trading;

dd) In case the bond-issuing corporation terminates its existence as a result of dissolution, bankruptcy, division or splitting;

e) In case the bond trading deregistration is carried out pursuant to a legally effective court judgment or ruling or arbitral award, or a decision of a competent agency in accordance with law regulations.

7. The deregistration of bond trading or adjustment of the quantity of bonds registered for trading at the Stock Exchange shall not affect the lawful rights and interests of bondholders. The bond-issuing corporation shall remain responsible for payment of bond interest and principal in accordance with Article 22 of this Decree and shall continue to ensure the lawful rights and interests of bondholders (if any) in accordance with law regulations upon the deregistration of bond trading or adjustment of the quantity of bonds registered for trading at the Stock Exchange.

8. Trading members of the Stock Exchanges’ privately placed corporate bond trading systems include trading members and special trading members approved by the Stock Exchanges in accordance with the law regulations on securities:

a) Trading members are securities companies;

b) Special trading members are commercial banks and foreign bank branches;

c) Conditions, dossiers, order and procedures for registration of members, cancelation of member status, and operation termination of special trading members that trade in privately placed corporate bonds at the Stock Exchanges must comply with regulations applicable to special trading members that trade in the Government’s debt instruments under Decree No. 155/2020/ND-CP.

9. Bond must be traded through trading members and comply with the following regulations:

a) Bonds may only be traded among the investors prescribed in Clause 1 Article 9 of this Decree, unless the trading is carried out under legally effective court judgments or rulings or arbitral awards or according to inheritance in accordance with law regulations;

b) Compliance with regulations on transfer restriction applicable to convertible bonds and warrant-linked bonds of public companies, securities companies and securities investment fund management companies in accordance with Point c Clause 1 Article 31 of Law No. 54/2019/QH14 on Securities, as amended and supplemented by Point a Clause 9 Article 1 of Law No. 56/2024/QH15. After the period of transfer restriction, the trading of such bonds must comply with Point a of this Clause.

10. Registration of bond trading, adjustment of the quantity of bonds registered for trading, deregistration of bond trading, and organization of a market for trading in privately placed corporate bonds in the domestic market shall be carried out in accordance with the regulations of the Minister of Finance.

Section 5

PAYMENT OF BOND PRINCIPALS AND INTERESTS

Article 22. Payment of bond principals and interests

1. Bond-issuing corporations shall arrange lawful funding sources for payment of bond principals and interests and make full and timely payments to investors under conditions and terms of bonds.

2. For bonds secured with collaterals, in case the bond-issuing corporation cannot pay bond principals and interests, the collaterals shall be realized for the fulfillment of the secured obligations of the bonds in accordance with law regulations on measures to secure performance of obligations and law regulations on registration of security interests.

3. For bonds eligible for payment guarantee, in case a bond-issuing corporation cannot pay bond principals and interests, the institution providing payment guarantee shall perform the obligation of payment guarantee for the bond-issuing corporation under the guarantee commitment between the institution providing payment guarantee and the bond-issuing corporation made in the bond issuance plan and information disclosed to investors.

4. For bonds offered in the domestic market, in case the bond-issuing corporation is unable to make full and timely payment of bond principals and interests in Vietnam dong in accordance with the issuance plan disclosed to investors under Article 10 of this Decree, the corporation may negotiate with bondholders to pay due bond principals and interests with other assets in accordance with the following principles:

a) Compliance with civil law regulations and relevant law regulations. For sectors and trades subject to conditional business investment, compliance with the law regulations applicable to such sectors and trades is also required;

b) Such payment must be approved by bondholders;

c) The bond-issuing corporation must disclose extraordinary information and shall bear full responsibility for the legal status of the assets used for payment of bond principals and interests in accordance with law regulations.

5. In case the bond-issuing corporation pays due bond principals and interests to bondholders with other assets in accordance with Clause 4 of this Article:

a) In case the assets used for payment are securities registered with the Vietnam Securities Depository and Clearing Corporation, the payment shall be made through the system of the Vietnam Securities Depository and Clearing Corporation;

b) In case the assets used for payment are not securities registered with the Vietnam Securities Depository and Clearing Corporation, the payment shall be made in accordance with the agreement between the bond-issuing corporation and the bondholders. The bond-issuing corporation shall bear full responsibility for the payment made to bondholders in accordance with law regulations.

6. The bond-issuing corporation must notify the Vietnam Securities Depository and Clearing Corporation of the use of other assets for payment of bond principals and interests to their bondholders and of changes to the terms and conditions of the bonds prescribed in Clause 4 of this Article no later than 05 working days before the date of payment of bond principals and interests, and shall bear full responsibility in case of failure to notify or delayed notification to the Vietnam Securities Depository and Clearing Corporation.

Chapter III

OFFERING OF CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 23. Conditions for offering inconvertible bonds not linked with warrants to the international market

1. The bond-issuing corporation is a joint stock company or a limited liability company established and operating in accordance with the law of Vietnam.

2. Having a bond issuance plan approved and accepted by the competent authority in accordance with Clause 2 Article 10 of this Decree.

3. Having obtained approval and acceptance of the bond issuance plan from the competent agency in respect of a bond-issuing corporation operating in sectors and trades subject to conditional business in accordance with specialized law regulations.

4. Satisfying the requirements on financial safety ratio and prudential ratio in its operations in accordance with relevant specialized law regulations.

5. Complying with regulations on management of the borrowing of foreign loans and payment of foreign debts applicable to enterprises not entitled to government guarantee and the law on foreign exchange management.

6. Satisfying the conditions on offering under the regulations applicable to the market where bonds are issued.

Article 24. Dossiers of registration of offering of inconvertible bonds not linked with warrants to the international market

1. The bond issuance plan approved and accepted by the competent authority in accordance with Clause 2 Article 10 of this Decree and the Decision on approval or acceptance of the bond issuance plan issued by the competent authority.

2. The State Bank of Vietnam’s written certification that the volume of bonds to be issued is within the country’s total limit of foreign commercial loans.

3. A document on approval or acceptance of the bond issuance plan issued by the competent authority in respect of a bond-issuing corporation operating in sectors and trades subject to conditional business in accordance with specialized law regulations.

4. Financial statements prepared in accordance with international accounting standards or the financial reporting framework prescribed by the market where the corporation intends to issue the bonds, in case such market so requires.

5. Documents evidencing the compliance with the requirements on financial safety and prudential ratios in its operation in accordance with relevant specialized law regulations.

6. A dossier for bond offering registration with a competent agency in the market where bonds are issued or legal opinions of an international law consultancy firm stating that the corporation is not required to register bond issuance with a competent agency of the host country.

7. A written request for registration of the offering of bonds to the international market, made according to the Form No. 02 in the Appendix issued together with this Decree, and the Decision of the Board of Directors, the Members' Council, the President or Owner of the company, or the competent authority of the bond-issuing corporation on approval of the dossier, in case the bond-issuing corporation is a public company, a securities company, or a securities investment fund management company.

Article 25. Conditions for offering of convertible bonds and warrant-linked bonds to the international market

1. The bond-issuing corporation being a joint stock company that satisfies the conditions on bond offering specified in Clauses 2, 3, 4, 5 and 6 Article 23 of this Decree.

2. The conversion of bonds into stocks, execution of rights of warrants must comply with the regulations on holding rate of foreign investors in accordance with law regulations.

3. Interval between two consecutive offerings of convertible bonds and warrant-linked bonds by a public company, securities company or securities investment fund management company must be at least 06 months from the date of completion of the latest private offering or issuance, including: Private placement of stocks; private placement of convertible bonds; private placement of warrant-linked bonds; private placement of preferred stocks accompanied with warrants; issuance of stocks for swap with shares for shareholders of a non-public joint stock company or for swap with capital contribution portions for capital-contributing members of a limited liability company; issuance of stocks for swap with shares for specified shareholders of a public company; issuance of stocks for debt swap.

Article 26. Dossiers of registration of the offering of convertible bonds and warrant-linked bonds to the international market

1. The bond issuance plan approved and accepted by the competent authority in accordance with Clause 2 Article 10 of this Decree and the Decision on approval or acceptance of the bond issuance plan issued by the competent authority.

A bond issuance plan must clearly specify: conversion plan of bonds (conditions, term, rate or method of calculating convertible price, the repayment of capital in case of no conversion of bonds, approval or authorization to the Board of Directors for approval of the plan to ensure that the stock issuance for conversion meets the regulations on foreign holding rate, other terms); plan for exercising the warrant's rights (conditions, term, rate of exercise of rights; price or method of calculation of issuing price; repayment of capital; approval or authorization to the Board of Directors for approval of a plan to ensure that the stock issuance to exercise the rights meets the regulations on foreign holding rate; other terms). Persons with interests related to the offering of bonds may not participate in the voting.

2. A decision of the Shareholders’ General Meeting or the Board of Directors (in case where the Board of Directors is authorized by the Shareholders’ General Meeting) on approval of the plan to ensure that the issuance of stocks for conversion of bonds into stocks, execution of rights of warrants must comply regulations on foreign holding rate.

3. The commitment of the bond-issuing corporation on non-violation of provisions on cross-ownership of the Law on Enterprises No. 59/2020/QH14 at the time of conversion of bonds into stocks and execution of rights of warrants.

4. A written request for registration of the offering of bonds to the international market, made according to the Form No. 02 in the Appendix issued together with this Decree, and the Decision of the Board of Directors on approval of the dossier, in case the bond-issuing corporation is a public company, a securities company, or a securities investment fund management company.

5. The documents prescribed in Clauses 2, 3, 4, 5 and 6 Article 24 of this Decree.

Article 27. Order and procedures for offering corporate bonds to the international market

1. For the offering of bonds to the international market by a company other than a public company, securities company or securities investment fund management company:

a) The bond-issuing corporation shall prepare the dossier of request for registration of the offering of inconvertible bonds not linked with warrants to the international market in accordance with Article 24 of this Decree; or the dossier of request for registration of the offering of convertible bonds and warrant-linked bonds to the international market in accordance with Article 26 of this Decree;

b) At least 01 working day prior to the expected date of organization of the offering of bonds (the commencement date of the offering of bonds), the bond-issuing corporation must send the information disclosure statement prior to the Stock Exchange for aggregation and reporting of the status of corporate bond issuance in accordance with Article 40 of this Decree. The corporation shall conduct the bond offering in accordance with the regulations of the market where bonds are issued.

Within 01 working day from the date on which the Stock Exchange receives the information disclosure statement prior to the private placement of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the private placement of bonds of the bond-issuing corporation through the specialized page on corporate bonds with the provincial-level People's Committee (where the bond-issuing corporation is headquartered) for monitoring and aggregation of the bond issuance activities of corporations in the locality. The receipt by the provincial-level People's Committee of information relating to the privately placed/offered corporate bond offering shall not imply confirmation or guarantee of the corporation's bond offering;

Within 10 days from the completion date of the offering of bonds, the bond-issuing corporation must disclose information on the results of the offering of bonds, using the Form No. 08 in the Appendix issued together with this Decree and send a notice of the results of the offering of bonds to the Stock Exchange.

Within 01 working day from the date on which the Stock Exchange receives the information disclosure statement on the results of the offering of bonds from the bond-issuing corporation, the Stock Exchange shall share information on the results of the offering of bonds of the bond-issuing corporation through the specialized page on corporate bonds with the provincial-level People's Committee (where the bond-issuing corporation is headquartered) for monitoring and aggregation of the bond issuance activities of the bond-issuing corporation.

2. In case of bond offering to the international market by a public company, securities company or securities investment fund management company:

a) The bond-issuing corporation shall prepare the dossier of request for registration of the offering of inconvertible bonds not linked with warrants to the international market in accordance with Article 24 of this Decree; or the dossier of request for registration of the offering of convertible bonds and warrant-linked bonds to the international market in accordance with Article 26 of this Decree;

b) The bond-issuing corporation shall submit a dossier of request for registration of the offering of bonds to the international market to the State Securities Commission of Vietnam. Within 07 working days from the receipt of a valid dossier, the State Securities Commission of Vietnam shall issue a notice on receipt of the dossier and publish on its website the information confirming the receipt of a complete dossier of the bond-issuing corporation; in case the dossier is invalid, the State Securities Commission of Vietnam shall notify the corporation and clearly state the reasons therefor;

c) After receiving the State Securities Commission of Vietnam's notice on receipt of the complete dossier, the bond-issuing corporation shall submit the information disclosure statement prior to the offering of bonds to the Stock Exchange in accordance with Article 35 of this Decree and shall conduct the offering of bonds in accordance with the regulations of the market where the bonds are to be issued;

d) Within 10 days from completion of the bond offering, the bond-issuing corporation shall submit a report on the results of the offering, made according to Form No. 04 in the Appendix issued together with this Decree to the State Securities Commission of Vietnam;

dd) The bond-issuing corporation shall disclose information on the results of the offering in accordance with Article 36 of this Decree and the regulations of the market where bonds are to be issued.

Chapter IV

INFORMATION DISCLOSURE

Section 1

PRIVATE PLACEMENT OF CORPORATE BONDS IN THE DOMESTIC MARKET

Article 28. Principles of information disclosure

1. The bond-issuing corporation shall be responsible for making full, accurate and timely information disclosure in accordance with law regulations. The bond-issuing corporation shall bear responsibility before law and before investors for the contents of the information disclosed. In case there is any change to the contents of the information previously disclosed, the bond-issuing corporation must promptly and fully disclose the revised information and the reasons for such changes compared with the information previously disclosed.

2. Information to be disclosed prior to a private placement of bonds may not include advertising or offering contents and their disclosure may not be carried out via the mass media, except the case of information disclosure under the law regulations on information disclosure on the securities market.

3. Bond-issuing corporations being public companies shall disclose information under this Decree and the law regulations on information disclosure on the securities market.

Article 29. Information disclosure prior to a private placement

1. b) At least 01 working day prior to the expected date of organization of the private placement of bonds (the commencement date of the private placement of bonds), the bond-issuing corporation must send the information disclosure statement prior to the private placement to investors registering to purchase bonds and to the Stock Exchange:

a) The contents of the information disclosure statement prior to the private placement of bonds shall comply with the regulations of the Minister of Finance;

b) Particularly for the private placement of green corporate bonds, in addition to the to-be-disclosed information contents specified at Point a of this Clause, the bond-issuing corporation shall disclose information about the processes for monitoring, management and disbursement of capital raised through the private placement of green corporate bonds in accordance with Clause 3, Article 5 of this Decree;

c) The submission by the corporation of the information disclosure statement prior to the private placement of bonds to the Stock Exchange is solely for the purpose of enabling the Stock Exchange to perform its responsibilities prescribed in Article 38 of this Decree.

2. For a credit institution carrying out multiple private placements of bonds:

a) For the first private placement, the information disclosure shall be carried out in accordance with Clause 1 of this Article.

b) For subsequent private placements, in addition to the information disclosure specified at Point a of this Clause, at least 1 working day before each private placement of bonds, the credit institution shall disclose additional information to investors that have registered to purchase bonds, and send the disclosed information to the concerned Stock Exchange. Contents of to-be-disclosed additional information must comply with Points b and c, Clause 11, Article 14 of this Decree.

3. The Stock Exchange shall receive information contents disclosed prior to private placements of bonds under Clauses 1 and 2 of this Article for summarizing and reporting on the issuance of corporate bonds under Article 39 of this Decree. The receipt by the Stock Exchange of the contents of the information disclosure prior to the private placement of bonds from the bond-issuing corporation shall not imply confirmation or guarantee by the Stock Exchange in respect of the corporation’s private placement of bonds.

Article 30. Information disclosure on the results of the private placement

1. No later than 10 days from the completion date of the private placement of bonds, the corporation shall disclose information on the results of the private placement to bond-holding investors, using the Form No. 07 in the Appendix issued together with this Decree and shall submit the information disclosure contents to the concerned Stock Exchange.

2. In case a bond-issuing corporation cancels its private placement of bonds, within 10 days after completing the distribution of bonds, it shall disclose the information thereof to bond-holding investors and send the disclosed information contents to the concerned Stock Exchange.

3. The Stock Exchange shall receive disclosed information about results of private placement of bonds under Clause 1 of this Article for summarization and disclosure on the specialized page on corporate bonds specified in Article 38, and report on the issuance of corporate bonds under Article 39 of this Decree.

Article 31. Periodic information disclosure

1. Once every 6 months and every year based on a fiscal year until no bonds remain outstanding, the bond-issuing corporation shall make periodic information disclosure to bond-holding investors and submit the periodic information disclosure contents to the concerned Stock Exchange:

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

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

2. To-be-disclosed information contents must comply with the Minister of Finance’s regulations and include the following documents:

a) Reviewed biannual financial statements and annual financial statements of the bond-issuing corporation audited by a qualified audit firm. In case the bond-issuing corporation is a parent company, the to-be-disclosed financial statements include the consolidated financial statement and financial statement of the parent company that are reviewed and audited by a qualified audit firm;

b) A document on payment of bond interests and principals;

c) Semi-annual and annual reports on the use of proceeds from the private placement of bonds until all proceeds have been fully disbursed or until the bond-issuing corporation has no outstanding bond balance, whichever occurs first. The report on the use of proceeds from the private placement of bonds shall be audited by a qualified audit firm.

d) A report on the bond-issuing corporation’s fulfillment of commitments to its bondholders;

dd) For green corporate bonds, in addition to the contents specified at Points a, b and d of this Clause, the bond-issuing corporation shall make an annual report on the monitoring and use of capital raised from the bond issuance, accompanied by the review opinion of a qualified audit firm; a report on disbursement progress and project implementation progress, and a report on environmental impact assessment.

3. Within 05 working days from the date on which no bonds remain outstanding, the bond-issuing corporation shall disclose information to bond-holding investors and submit the information disclosure contents to the concerned Stock Exchange regarding the fulfillment of all obligations to investors, including full payment of bond principals and interests, in accordance with the guidance of the Minister of Finance.

4. In case the bonds bear a floating interest rate or a combination of fixed interest rate and floating interest rate, the bond-issuing corporation shall disclose to bond-holding investors and the concerned Stock Exchange the actual interest rate applicable to each interest calculation period no later than 01 working day prior to the date of interest payment to bond-holding investors, in accordance with the guidance of the Minister of Finance.

5. The Stock Exchanges shall receive information periodically disclosed from bond-issuing corporations for summarization and disclosure on the specialized page on corporate bonds specified in Article 38 of this Decree, and report on the issuance of corporate bonds under Article 39 of this Decree.

Article 32. Extraordinary information disclosure

1. Within 24 hours after one of the following events occurs, a bond-issuing corporation shall carry out extraordinary information disclosure about such event in accordance with the guidance of the Minister of Finance to bond-holding investors and send the disclosed information to the concerned Stock Exchange:

a) Its business operation is suspended, its operation is suspended, its business is terminated, or its enterprise registration certificate, business license or equivalent legal document revoked in accordance with law regulations; or a decision on its reorganization or transformation of enterprise is issued;

b) There is a change in the information contents as compared to the disclosed ones upon private placement of bonds, thus affecting the corporation’s ability to pay bond interests and principals;

c) There is a change to the terms and conditions of the issued bonds, a change to the bondholders’ representative, or a change to the purpose of the private placement of bonds;

d) There is a delay in payment of bond principals and interests in accordance with the issuance plan for which information has been disclosed;

dd) Results of negotiations with investors in case of delayed payment of bond principals and interests; performance of payment of bond principals and interests after the period of delayed payment;

e) It is mandatory to prematurely redeem bonds;

g) The bond-issuing corporation receives a legally effective court judgment or ruling relating to the company's operations, or a decision on sanctioning of violations of tax laws;

h) There is a change, appointment, reappointment, or dismissal of the at-law representative;

i) Other extraordinary events affecting the corporation’s ability to pay bond principals and interests.

2. The bond-issuing corporation must make extraordinary information disclosures as prescribed in Clause 1 of this Article until no bonds remain outstanding.

3. The concerned Stock Exchange shall receive the information disclosure contents prescribed in Clause 1 of this Article for disclosure on the specialized page on corporate bonds in accordance with Article 38 of this Decree and for reporting on the status of corporate bond issuance in accordance with Article 39 of this Decree.

Article 33. Disclosure of information about convertible bonds, warrant-linked bonds, premature redemption of bonds or bond swap

1. Within 5 working days from the date of completing the conversion of bonds into stocks or from the date of executing rights of warrants, a bond-issuing corporation shall send to-be-disclosed information contents to the concerned Stock Exchange.

2. Regarding premature redemption of bonds or bond swap:

a) Within 10 working days before the date of premature redemption of bonds or bond swap, a bond-issuing corporation shall disclose information about such premature redemption of bonds or bond swap to bond-holding investors, including the mode of organizing, and conditions and terms of, premature redemption of bonds or bond swap; and value of bonds to be redeemed or swapped under the plan approved by the competent authority;

b) Within 10 days after completing the premature redemption of bonds or bond swap at the latest, a bond-issuing corporation shall report such to the agency that has approved, accept the bond issuance plan and send the disclosed information to the concerned Stock Exchange.

3. In case the State Securities Commission of Vietnam decides to suspend, terminate the suspension of, or cancel a private placement of bonds in accordance with law regulations on securities, within 07 working days from the date on which the private placement of bonds is suspended, the suspension from private placement is terminated, or the private placement of bonds is cancelled, the bond-issuing corporation must publish information on such suspension, termination of suspension, or cancellation of the private placement of bonds on an online newspaper or a printed newspaper for 03 consecutive issues.

4. To-be-disclosed information contents specified in Clauses 1 and 2 of this Article must comply with the regulations of the Minister of Finance.

5. The concerned Stock Exchange shall receive information disclosure contents under Clause 1, Point b Clause 2 of this Article for summarization and disclosure on the specialized page on corporate bonds specified in Article 38 of this Decree, and report on the issuance of corporate bonds under Article 39 of this Decree.

Section 2

OFFERING OF CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 34. Principles of information disclosure

1. Corporations shall disclose information under the regulations applicable to the market where bonds are issued and this Decree.

2. Bond-issuing corporations shall take responsibility before law for the contents, accuracy and truthfulness of disclosed information.

Article 35. Information disclosure prior to an offering

1. At least 01 working day prior to the expected date of organization of the private placement of bonds to the international market (the commencement date of the private placement of bonds), the bond-issuing corporation must send the information disclosure statement prior to the private placement of bonds to the concerned Stock Exchange. The contents of the information disclosure statement prior to the private placement of bonds shall comply with the regulations of the Minister of Finance.

2. The concerned Stock Exchange shall receive information disclosed prior to the offering of bonds under Clause 1 of this Article for summarization and reporting on the issuance of corporate bonds to the international market in accordance with Article 39 of this Decree. Such receipt of the concerned Stock Exchange does not imply that the Stock Exchange confirms and guarantees the corporation’s offering of bonds.

Article 36. Information disclosure on the results of the offering

1. No later than 10 days from the completion date of the offering of bonds, the bond-issuing corporation shall submit the information disclosure contents on the results of the offering of bonds, using the Form No. 08 in the Appendix issued together with this Decree to the concerned Stock Exchange.

2. In case a bond-issuing corporation cancels its offering of bonds, within 10 days after completing the bond distribution, it shall disclose the information thereof and send the disclosed information contents to the concerned Stock Exchange.

3. The concerned Stock Exchange shall receive disclosed information about results of bond offering under Clause 1 of this Article for summarization and disclosure of information on the specialized page on corporate bonds specified in Article 38 of this Decree, and report on the issuance of corporate bonds to the international market under Article 39 of this Decree.

Article 37. Periodic and extraordinary information disclosure

1. Once every 6 months and on an annual basis based on a fiscal year until no bonds remain outstanding, a bond-issuing corporation shall send information contents to be periodically disclosed to the concerned Stock Exchange.

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

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

2. The information contents to be periodically disclosed shall include the following documents:

a) Reviewed biannual financial statements and annual financial statements of the bond-issuing corporation audited by a qualified audit firm. In case the bond-issuing corporation is a parent company, the to-be-disclosed financial statements include the consolidated financial statement and financial statement of the parent company that are reviewed and audited by a qualified audit firm;

b) A document on payment of bond interests and principals;

c) Semi-annual and annual reports on the use of proceeds from the offering of bonds until all proceeds have been fully disbursed or until the bond-issuing corporation has no outstanding bond balance, whichever occurs first;

d) A report on the bond-issuing corporation’s fulfillment of commitments to its bondholders.

3. Within 5 working days from the date of completing the conversion of bonds into stocks, execution of rights of warrants, premature redemption of bonds or bond swap, a bond-issuing corporation shall send to-be-disclosed information contents to the concerned Stock Exchange.

4. Within 05 working days from the date on which no bonds remain outstanding, the bond-issuing corporation shall disclose information to the concerned Stock Exchange regarding the fulfillment of all obligations to investors, including full payment of bond principals and interests.

5. The bond-issuing corporation shall make extraordinary information disclosure within 24 hours from the occurrence of any of the following events:

a) Its business operation is suspended, its operation is suspended, its business is terminated, or its enterprise registration certificate, business license or equivalent legal document revoked in accordance with law regulations; or a decision on its reorganization or transformation of enterprise is issued;

b) There is a delay in payment of bond principals and interests in accordance with the issuance plan for which information has been disclosed;

c) Implementation of premature redemption of bonds, bond swap, conversion of bonds into stocks, or execution of rights of warrants (if any).

d) A report on other extraordinary information of the bond-issuing corporation (if any).

6. To-be-disclosed information contents specified in Clauses 2, 3, 4 and 5 of this Article must comply with the regulations of the Minister of Finance.

7. The Stock Exchange shall receive information contents disclosed from bond-issuing corporations under Clauses 1, 2, 3, 4 and 5 of this Article for summarization and disclosure on the specialized page on corporate bonds specified in Article 38 of this Decree, and report on the issuance of corporate bonds under Article 39 of this Decree.

CHAPTER V

SPECIALIZED PAGE AND REPORTING REGIME ON CORPORATE BONDS

Article 38. Specialized pages on corporate bonds at the Stock Exchanges

1. A Stock Exchange shall:

a) Summarize information received from bond-issuing corporations for information disclosure on the specialized page on corporate bonds specified in Clause 2 of this Article and for implement the reporting regime of the Stock Exchange prescribed in Clause 4 Article 39 of this Decree;

b) Formulate regulations on receipt and supervision of information disclosure and reporting for bond-issuing corporations, institutions engaged in bond issuance bidding, underwriting or agency, on the operation of the specialized page on corporate bonds, and submit such regulations to the Vietnam Stock Exchange for promulgation after obtaining opinions from the State Securities Commission of Vietnam; organize, manage and operate the specialized page on corporate bonds.

2. The specialized page on corporate bonds must display the following contents:

a) Information on issuance of corporate bonds in the domestic market, covering: names of bond-issuing corporations, a number of financial indicators (outstanding debts of bonds (including those from all forms of borrowing from bond issuance), debt-to-equity ratio, total outstanding debts of bonds (including those from all forms of borrowing from bond issuance)-to-equity ratio, interest coverage ratio (profit before tax and interest to interest)), bond codes, subjects of private placement of each bond code, issuance interest rate, date of issuance, value, par value and maturity date of bonds, report on payment of bond principals and interests, extraordinary information disclosure, and results of credit rating for bonds subject to mandatory credit rating requirements; and results of credit rating results of the bond-issuing corporations (if any);

b) Information on issuance of bonds to the international market, including: names of bond-issuing corporations, issuance date, value, par value, maturity date of bonds, the markets where bonds are issued, and status of payment of bond principals and interests;

c) Information on registration for trading of privately placed corporate bonds in the domestic market, including the first trading date, adjustment of the quantity of bonds registered for trading, cancellation of trading registration, changes to information of corporations registering for trading, and changes to information of bonds registered for trading (if any);

d) Conversion of bonds into stocks, execution of rights of warrants, premature redemption of bonds, and bond swap (if any);

dd) Other information as agreed between the Stock Exchange and a bond-issuing corporation for provision to eligible information recipients under the Stock Exchange’s Regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized page on corporate bonds;

e) Information on cases in which a bond-issuing corporation fails to fully pay bond principals and interests, improperly uses capital raised from bond issuance or fails to fulfill commitments to investors, and cases in which a bond-issuing corporation is mandated to prematurely redeem bonds under the report of institution engaged in bond issuance bidding, underwriting or agency or representative of bondholders, and information disclosure by the bond-issuing corporation.

3. Investors and bond-issuing corporations may access the specialized website on corporate bonds to acquire information about issuance of corporate bonds under the regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized website on corporate bonds issued by the Vietnam Stock Exchange.

Article 39. Reports of organizations providing counseling on bond private placement/offering dossiers, institutions engaged in bond issuance bidding, underwriting or agency, representatives of bondholders, the Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation

1. Organizations providing counseling on bond private placement/offering dossiers shall send quarterly and annual reports to the State Securities Commission of Vietnam.

2. Representatives of bondholders shall send quarterly and annual reports to the Stock Exchanges and make reports in case of detecting that bond-issuing corporations commit violations of law regulations in performance of their commitments to investors.

3. Institutions engaged in bond issuance bidding, underwriting or agency shall send quarterly and annual reports to the Stock Exchanges.

4. The reporting regime applicable to the Stock Exchanges:

a) The Stock Exchanges shall send to the State Securities Commission of Vietnam quarterly and annual reports on the private placement/offering and trading of corporate bonds, including the private placement/offering of bonds in the domestic market and offering of bonds in the international market.

b) In addition to the periodical reporting regime specified at Point a of this Clause, the Stock Exchanges shall send extraordinary reports to the State Securities Commission of Vietnam at the request of management agencies.

5. Reporting regime applicable to the Vietnam Securities Depository and Clearing Corporation:

a) The Vietnam Securities Depository and Clearing Corporation shall send to the State Securities Commission of Vietnam quarterly and annual reports on the registration, depository and ownership transfer of corporate bonds and structuring of investors in corporate bonds privately placed in the domestic market;

b) In addition to the periodical reporting regime specified at Point a of this Clause, the Vietnam Securities Depository and Clearing Corporation shall send extraordinary reports to the State Securities Commission of Vietnam at the request of management agencies.

6. The Ministry of Finance shall prescribe the reporting regime applicable to organizations providing counseling on bond offering dossiers, representatives of bondholders, institutions engaged in issuance bidding, underwriting or agency, the Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation.

Chapter VI

MANAGEMENT, SUPERVISION AND RESPONSIBILITIES OF RELATED AGENCIES AND ORGANIZATIONS

Article 40. Responsibilities of the Stock Exchanges

1. To summarize information about corporate bond issuance for disclosure on the specialized page on corporate bonds, and observe the reporting regime specified in this Decree and the Minister of Finance’s regulations.

2. To organize and supervise the trading in privately placed corporate bonds at the Stock Exchanges in accordance with this Decree and the Minister of Finance’s regulations.

3. To manage and supervise bond-issuing corporations and institutions engaged in bond issuance bidding, underwriting or agency to see whether they implement their information disclosure and reporting obligations in accordance with this Decree and the Minister of Finance’s guidance.

4. In case of detecting violations in the implementation of the information disclosure and reporting obligations and in the trading of privately placed corporate bonds at the Stock Exchanges, to request in writing bond-issuing corporations and related organizations and individuals to provide explanations and additional information or handle such violations in accordance with the regulations of the Vietnam Stock Exchange, report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

5. To formulate regulations on the receipt and supervision of information disclosure, reporting, operation of the specialized page on corporate bonds, and regulations on trading of privately placed corporate bonds, and submit them to the Vietnam Stock Exchange for promulgation after obtaining opinions from the State Securities Commission of Vietnam.

6. To share information and data from the specialized page on corporate bonds with provincial-level People's Committees and the State Securities Commission of Vietnam for the performance of responsibilities prescribed in this Decree.

7. To provide information on the status of corporate bond issuance at the request of competent agencies.

Article 41. Responsibilities of the Vietnam Securities Depository and Clearing Corporation

1. To comply with the regulations on registration, depository of bonds, execution of rights and ownership transfer of bonds and payment for bond transactions under this Decree and the law on securities.

2. To supervise bond-issuing corporations and depository members in compliance with regulations on registration, depository, exercise of rights, transfer of ownership, and payment for trading of privately placed corporate bonds in accordance with this Decree and the regulations of the Minister of Finance.

3. To implement the reporting regime in accordance with this Decree and the regulations of the Minister of Finance.

4. In case of detecting violations in the registration, depository, exercise of rights, transfer of ownership, or payment for trading of privately placed bonds, to request in writing related organizations and individuals to provide explanations and additional information, to handle such violations in accordance with the regulations of the Vietnam Securities Depository and Clearing Corporation, and to report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

5. To promulgate regulations on registration, depository, exercise of rights, transfer of ownership, and payment for trading of privately placed corporate bonds after obtaining opinions from the State Securities Commission of Vietnam.

Article 42. Responsibilities of the State Securities Commission of Vietnam

1. To receive information and data on privately placed inconvertible bonds not linked with warrants of public companies shared from the specialized pages on corporate bonds of the Stock Exchanges for monitoring and aggregating the issuance of corporate bonds; to manage and supervise the private placement of convertible bonds and warrant-linked bonds of public companies, securities companies and securities investment fund management companies; and to manage and supervise capital mobilization through bond issuance by securities companies and securities investment fund management companies, and the provision of services by securities companies, in accordance with law regulations on securities.

2. To manage and supervise the registration, depository, exercise of rights, transfer of ownership and payment for trading of privately placed/offered corporate bonds by the Vietnam Securities Depository and Clearing Corporation; the implementation of information disclosure obligations, reporting regime and organization of trading of privately placed/offered corporate bonds by the Stock Exchanges in accordance with this Decree; and, in case signs of violations are detected, to conduct inspection and examination of the concerned Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation.

3. Based on supervisory reports of the Stock Exchanges and the Vietnam Securities Depository and Clearing Corporation, the State Securities Commission of Vietnam shall receive and handle violations relating to the private placement/offering and trading of corporate bonds within its authority and in accordance with this Decree; and shall carry out inspection and examination of bond-issuing corporations that are public companies, securities companies or securities investment fund management companies, organizations providing counseling on bond private placement/offering dossiers, and organizations providing bond issuance bidding, underwriting and agency services for privately placed/offered corporate bonds upon detecting signs of violations of this Decree.

4. To provide opinions on the regulations of the Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation as prescribed in Clause 5 Article 40 and Clause 5 Article 41 of this Decree.

Article 43. Responsibilities of the Ministry of Finance

1. To prescribe information disclosure and reporting regimes relating to the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market; the registration, depository, exercise of rights, transfer of ownership, payment for trading, and organization of the trading market for privately placed corporate bonds in the domestic market; and the sharing of information and data from the specialized page on corporate bonds with provincial-level People's Committees and the State Securities Commission of Vietnam.

2. To direct the State Securities Commission of Vietnam in implementation of legal normative documents on securities and the securities market and the provisions of this Decree relating to the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market.

3. To manage, supervise and inspect audit firms, valuation enterprises and credit rating organizations when providing services related to privately placed corporate bonds in accordance with the laws on audit, laws on prices and laws on credit rating.

4. To summarize and assess the operation of the corporate bond market in accordance with this Decree so as to propose the Government to promulgate or revise relevant mechanisms and policies.

Article 44. Responsibilities of provincial-level People’s Committees

1. Provincial-level People’s Committees

a) To receive information and data on corporate bonds of companies other than public companies, securities companies and securities investment fund management companies shared from the specialized pages on corporate bonds of the Stock Exchanges in order to monitor and aggregate the bond issuance activities of corporations headquartered in the respective localities;

b) To conduct inspection and examination of bond-issuing corporations other than public companies, securities companies and securities investment fund management companies and that have their head offices located in the respective localities upon detecting signs of violation of this Decree; to handle acts of violation relating to the private placement/offering and trading of corporate bonds within their authority and in accordance with this Decree;

c) To notify the Ministry of Finance of the results of monitoring and aggregating the bond issuance activities of corporations headquartered in the respective localities, and the results of inspection, examination and handling of violations before March 31 each year so that the Ministry of Finance aggregates and assesses the operation of the corporate bond market. Forms, formats and methods of notification shall comply with the regulations of the Minister of Finance.

2. The provincial-level business registration agencies shall be responsible for providing information on enterprise registration contents and the legal status of enterprises stored in the national enterprise registration database upon request by competent state agencies conducting inspection, examination or supervision in accordance with this Decree. In case the connection and sharing of data between the electronic information systems of the competent state agencies conducting inspection, examination or supervision and the national enterprise registration information system has been established, the provision of information shall be carried out electronically.

Article 45. Responsibilities of the State Bank of Vietnam

1. To manage and supervise capital mobilization through bond issuance by credit institutions in accordance with the laws on credit institutions; to coordinate with the Ministry of Finance in conducting inspection and examination of private placement/offering of corporate bonds by credit institutions in accordance with this Decree.

2. To supplement the licenses of commercial banks and foreign bank branches with the activity of receiving and managing collateral for corporate bonds in accordance with the law regulations on credit institutions.

3. To assume the prime responsibility for, and coordinate with relevant ministries and sectors in, performing the state management of foreign exchange and borrowing of foreign loans and payment of foreign debts of corporations not entitled to government guarantee for corporations issuing bonds to the international market.

Article 46. Responsibilities of inspection agencies and relevant ministries and sectors

1. Inspection agencies shall, within their assigned functions and duties, conduct inspection and examination of compliance with the regulations on the private placement/offering and trading of corporate bonds prescribed in this Decree.

2. Relevant ministries and sectors shall, within their assigned functions and duties, coordinate in conducting inspection and examination of compliance with the regulations on the private placement/offering and trading of corporate bonds prescribed in this Decree.

Chapter VII

HANDLING OF VIOLATIONS, DISPUTE RESOLUTION AND COMPENSATION FOR DAMAGES

Article 47. Handling of violations

1. Organizations and individuals committing acts of violation of this Decree and other law regulations relating to the private placement/offering and trading of corporate bonds shall, depending on the nature and severity of the violation, be subject to sanctioning of administrative violations or penal liability.

2. The sanctioning of administrative violations on the private placement/offering and trading of corporate bonds shall be imposed in accordance with the regulations on sanctioning of administrative violations in the field of securities and the securities market and other relevant law regulations.

Article 48. Dispute resolution and compensation for damages

1. In case the lawful rights and interests of organizations or individuals in the private placement of corporate bonds and trading of privately placed corporate bonds are infringed upon, or disputes arise from the private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market, the protection of such lawful rights and interests or the resolution of such disputes shall be carried out through negotiation, mediation, or by requesting Arbitration or a Vietnamese Court to resolve the matter in accordance with law regulations.

2. Any entity that infringes upon the lawful rights and interests of organizations or individuals in the private placement of corporate bonds and trading of privately placed corporate bonds and causes damage shall make compensation and perform other civil liabilities in accordance with agreements, the Civil Code, and other relevant law regulations.

3. The competence and procedures for protecting the lawful rights and interests of organizations or individuals or resolving disputes arising from private placement of corporate bonds and trading of privately placed corporate bonds shall comply with law regulations.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 49. Effect

1. This Decree takes effect on June 05, 2026.

2. The Decree No. 153/2020/ND-CP dated December 31, 2020 of the Government on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market, the Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing a number of articles of Decree No. 153/2020/ND-CP and Decree No. 08/2023/ND-CP dated March 5, 2023 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 shall cease to be effective from the effective date of this Decree, except for the cases prescribed in Clauses 2, 4, 6, 8 and 9 Article 50 of this Decree.

Article 50. Transitional provision

1. For corporate bonds issued before the effective date of this Decree and remaining outstanding as of the effective date of this Decree, reporting and information disclosure regimes shall comply with this Decree and the regulations of the Minister of Finance, except for the case prescribed in Clause 2 of this Article.

2. For corporate bonds issued before the effective date of Decree No. 153/2020/ND-CP and remaining outstanding, they may continue to be registered, deposited and registered for trading in accordance with the approved and accepted bond issuance plan. Bond registration and depository institutions shall continue implementing the reporting regime as specified in Article 33 of Decree No. 153/2020/ND-CP.

3. For corporate bonds issued from the effective date of Decree No. 153/2020/ND-CP to the date before the effective date of this Decree and remaining outstanding, the registration, depository and trading registration of such corporate bonds shall comply with this Decree.

4. Corporate bonds issued before the effective date of this Decree and remaining outstanding, or corporate bonds of which the bond-issuing corporations have submitted the information to be disclosed prior to their private placements/offerings to the Stock Exchange before the effective date of this Decree and such private placements/offerings has not yet been completed, where payment is secured by shares, stocks, bonds or capital contribution of the bond-issuing corporation themselves, may continue to use such collateral to secure bond payment obligations until the bond-issuing corporations have fully paid the bond principals and interests.

5. Any change to the terms and conditions of bonds issued before the effective date of Decree No. 65/2022/ND-CP shall ensure the following principles:

a) Compliance with the regulations on changes of bond terms and conditions prescribed at Points a and b Clause 4 Article 5 of this Decree;

b) In case the bond tenor is extended, the extension period shall not exceed 02 years compared with the tenor specified in the bond issuance plan disclosed to investors;

c) In case bondholders do not approve the change of bond terms and conditions, the bond-issuing corporation shall be responsible for negotiating to ensure investors’ interests. In case the change of bond terms and conditions has been approved by bondholders representing at least 65% of the total outstanding bonds and there are bondholders who do not approve the negotiated arrangement, the bond-issuing corporation shall fully perform its obligations toward such bondholders in accordance with the bond issuance plan disclosed to investors.

6. For corporate bonds issued from the effective date of Decree No. 65/2022/ND-CP to the effective date of this Decree, any change to the terms and conditions of such bonds shall continue to comply with Decree No. 65/2022/ND-CP.

7. In case of a private placement of corporate bonds in the domestic market where the concerned Stock Exchange has received the information disclosure on the results of the private placement from a bond-issuing corporation that submitted the information to be disclosed prior to its private placement to the Stock Exchange before the effective date of this Decree and the private placement has not yet been completed, Clause 6 Article 15 and Point e Clause 2 Article 17 of this Decree shall not apply.

8. In case a commercial bank or foreign bank branch entered into a bond issuance agency service agreement before the effective date of this Decree, the commercial bank, foreign bank branch and bond-issuing corporation shall continue to perform such agreement as executed. Any amendment, supplementation or extension of the agreement shall only be permitted if such amendment, supplementation or extension complies with this Decree.

9. In case of bond private placements/offerings where a corporation submitted the information to be disclosed prior to private placement/offering for the first private placement/offering to the concerned Stock Exchange before the effective date of this Decree, the corporation may continue to conduct its bond private placements/offerings in accordance with Decree No. 153/2020/ND-CP as amended and supplemented by Decree No. 65/2022/ND-CP and Decree No. 08/2023/ND-CP.

Article 51. Organization of implementation

1. In case the legal normative documents referenced for application in this Decree are amended, supplemented or replaced, those amending, supplementing or replacing documents shall be applied.

2. Ministers, heads of ministerial-level agencies, chairpersons of provincial-level People’s Committees; Shareholders’ General Meetings, Boards of Directors, Members’ Councils, and Presidents of companies, and Directors General and Directors of bond-issuing corporations and relevant organizations and individuals shall implement this Decree.

* All Appendices are not translated herein.