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

DECREE

Providing the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market^[1]

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

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

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

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

At the proposal of the Minister of Finance;

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

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

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

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

Article 2. Subjects of application

1. Joint stock companies and limited liability companies established and operating under Vietnam’s law that privately place and trade in corporate bonds in the domestic market or offer corporate bonds to the international market (below referred to as issuing enterprises).

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

Article 3. Application of relevant laws

1. In addition to complying with this Decree, issuing enterprises shall comply with relevant regulations. Enterprises operating in the fields of securities, banking, real estate business, insurance and lottery shall also comply with relevant specialised laws. In case there is any discrepancy between the provisions of a specialised law and those of this Decree, the provisions of the specialised law shall prevail.

2. In addition to complying with this Decree, issuing enterprises that are PPP project enterprises shall comply with the law on investment in the form of public-private partnership. In case there is any discrepancy between the provisions of the law on investment in the form of public-private partnership and those of this Decree, the provisions of the law on investment in the form of public-private partnership shall prevail.

3. In addition to complying with this Decree, issuing enterprises which offer bonds to the international market shall comply with the regulations on management of enterprises’ borrowing of foreign loans and payment of foreign debts and relevant guiding documents. In case there is any discrepancy between the regulations on management of enterprises’ borrowing of foreign loans and payment of foreign debts and the provisions of this Decree, the regulations on management of enterprises’ borrowing of foreign loans and repayment of foreign debts shall prevail.

4. In addition to complying with this Decree, state enterprises shall comply with the regulations on principles of capital raising, competence to raise capital and purposes of capital raising and the regulations on raising of international capital in accordance with the law on management and investment of state capital in enterprises and the law on enterprises.

Article 4. Interpretation of terms

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

1. Corporate bond means a type of securities with a term of 1 year or more that is issued by an enterprise, confirming the lawful rights and interests of its holder in respect of a portion of debts of the issuing enterprise.

2. Green corporate bond means a corporate bond issued to raise capital for an investment project included in the green taxonomy in the field of environmental protection, or for an investment project that brings 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 an ordinary stock of the issuing enterprise under the conditions and terms stated in the bond issuance plan.

4. Secured bond means a type of bond for which the payment of the whole or part of principal and interest is secured by assets of the issuing enterprise or assets of a third party in accordance with the regulations on security for obligation performance, 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.

5. Warrant-linked bond means a type of bond issued by a joint stock company that is linked with a warrant, entitling the warrant holder to purchase a certain quantity of ordinary stocks of the issuing enterprise under the conditions and terms stated in the bond issuance plan.

6. Qualified audit firm means an organisation approved to audit financial statements of public-interest entities in accordance with the Law on Independent Audit, for issuing enterprises other than public companies; or an approved audit firm as specified in Clause 22, Article 4 of Law No. 54/2019/QH14 on Securities, for issuing enterprises being public companies, securities companies or securities investment fund management companies.

7. Bond swap means the issuance of bonds by an enterprise for swap with outstanding bonds of such enterprise at a time in order to restructure its debt portfolio.

8. Premature bond redemption means the redemption by an enterprise of bonds issued by such enterprise before the bonds become mature.

9. Bond issuance date means a date on which the issuing enterprise’s debt obligation in respect of the bonds is confirmed. Bonds issued in the same tranche bear the same issuance date.

10. Commencement date of a bond tranche means a date on which the collection of bond subscription monies from investors commences.

11. Closing date of a bond tranche means a date on which the issuing enterprise completes the distribution of bonds and the collection of bond subscription monies from investors.

12. Stock exchange means a subsidiary of the Vietnam Exchange.

13. Corporate bond trading system means a trading system for corporate bonds that is organised and operated by a stock exchange.

14. Corporate bond website means a corporate bond portal operated and managed by a stock exchange, which provides information relating to corporate bonds privately placed in the domestic market and corporate bonds offered to the international market.

Article 5. Principles of issuance of bonds and use of bond proceeds

1. Enterprises shall issue bonds in adherence to the principles that they borrow and repay loans by themselves, take responsibility for capital use efficiency and solvency assurance, and bear liability for all disputes and complaints relating to the issuance of bonds, use of bond proceeds and payment of bond principal and interest.

2. Bond issuance is for the purpose of implementing investment projects in the forms of investment specified in Law No. 143/2025/QH15 on Investment or restructuring debts of the issuing enterprises, or for other purposes in accordance with specialised laws. An enterprise shall state the bond issuance purpose in the bond issuance plan as specified in Article 10 of this Decree and disclose information thereon to investors subscribing for bond purchase. Capital raised through the bond issuance of an enterprise shall be used for the purpose stated in the bond issuance plan and as disclosed to investors.

3. Bond proceeds shall be separately monitored by enterprises to ensure that they are used and managed for the purposes stated in bond issuance plans and as disclosed to investors. In case of issuance of green corporate bonds, in addition to complying with Clauses 1 and 2 of this Article, bond proceeds shall be separately accounted, monitored and used for investment projects included in the green taxonomy in the field of environmental protection, or for investment projects that bring about environmental benefits in accordance with the law on environmental protection, and the approved bond issuance plans.

4. For bonds issued in the domestic market, an enterprise may change the conditions and terms of the bonds as specified in Article 6 of this Decree or change the bond issuance purpose stated in the bond issuance plan approved or accepted by the competent authority and as disclosed to investors only when satisfying the following requirements:

a/ Having such change approved by the authority competent to approve or accept bond issuance plans as specified in Clause 3, Article 10 of this Decree; ensuring that the change complies with Clause 2 of this Article, in case of change of the bond issuance purpose;

b/ Having such change approved by bondholders representing 65% or more of the total number of outstanding bonds of the same class;

c/ Having completed the premature redemption of bonds from bondholders who did not agree to the change of the conditions and terms of the bonds or to the change of the bond issuance purpose stated in the bond issuance plan.

5. For corporate bonds offered to the international market, enterprises shall comply with this Decree and the regulations applicable in the market where the bonds are issued. The trading of corporate bonds offered to the international market must comply with the regulations applicable in the market where the bonds are issued. The premature redemption, swap or conversion of bonds offered to the international market must comply with the regulations applicable in the market where the bonds are issued and the law on foreign exchange management.

Article 6. Basic conditions and terms of bonds

1. Bond term: The term of bonds shall be decided by issuing enterprises for each tranche based on their capital needs.

2. Bond issuance value: The bond issuance value shall be decided by issuing enterprises for each tranche based on their capital use purposes and needs in accordance with this Decree and relevant regulations. In case bonds are issued for the purpose of investment in a project, the bond issuance value shall be based on the total investment approved by the competent authority. In case bonds are issued for the purpose of debt restructuring, the bond issuance value shall be based on the value of the debt to be restructured.

3. Currencies used in bond issuance and payment

a/ For bonds offered in the domestic market, the currency used in bond issuance and payment of bond principal and interest is Vietnam dong;

b/ For bonds offered to the international market, the currency used in bond issuance and payment of bond principal and interest is a foreign currency in accordance with the regulations applicable in the market where the bonds are issued and the law on foreign exchange management.

4. Bond par value:

a/ The par value of bonds offered in the domestic market is one hundred million (100,000,000) Vietnam dong or a multiple of one hundred million (100,000,000) Vietnam dong;

b/ The par value of bonds offered to the international market must comply with the regulations applicable in the market where the bonds are issued.

5. Form of bonds:

a/ Bonds shall be offered in the form of certificates, book entries or electronic data;

b/ An issuing enterprise shall decide on the specific form of bonds for each tranche in accordance with the regulations applicable in the market where the bonds are issued.

6. Nominal interest rates of bonds:

a/ The nominal interest rate of bonds may be determined as a fixed interest rate for the entire term of the bonds; a floating interest rate; or a combination of fixed and floating interest rates;

b/ In case the nominal interest rate is a floating interest rate or a combination of fixed and floating interest rates, the issuing enterprise shall specify the reference basis for determination of the nominal interest rate in the bond issuance plan and disclose information to bond-purchasing investors;

c/ The issuing enterprise shall decide on the nominal interest rate of bonds for each tranche as suitable to its financial position and solvency. The interest rate of bonds issued by a credit institution in the domestic market must comply with the regulations on interest rates of credit institutions.

7. The type of bonds shall be decided by the issuing enterprise in accordance with law.

8. The method of payment of bond principal and interest shall be decided by the issuing enterprise based on its capital needs and the practices of the market where the bonds are issued, for disclosure to investors before the bonds are offered.

Article 7. Responsibilities of bond-issuing enterprises

1. A bond-issuing enterprise has the following responsibilities:

a/ To comply with this Decree’s provisions on bond offering;

b/ To use, and manage the use of, bond proceeds from different tranches based on the bond issuance purpose stated in the bond issuance plan approved or accepted by the competent authority and as disclosed to investors in accordance with law;

c/ To make full and timely payment of bond principal and interest when the bonds become mature and exercise accompanying rights (if any) to bondholders in accordance with the conditions and terms of the bonds;

d/ To take responsibility before law and to investors for the accuracy, truthfulness, completeness and validity of the information declared in the dossier for private placement of corporate bonds, the dossier for registration of private placement of corporate bonds and the disclosed information before the private placement of corporate bonds, and for the satisfaction of the conditions for private placement of bonds; to provide investors with explanations about information relating to the bond issuance plan, legal risks, investment risks, risks concerning capital use, and the rights, benefits and legal responsibilities of the issuing enterprise and investors;

dd/ To prematurely redeem bonds in a mandatory manner under Point b, Clause 3, Article 12 of this Decree;

e/ To implement the financial management, accounting, statistical and auditing regimes in accordance with law;

g/ To perform other obligations specified in this Decree and other regulations.

2. The Shareholders’ General Meeting, the Board of Directors, the Members’ Council, the Company President or the owner of an issuing enterprise has the following responsibilities:

a/ To approve or accept the bond issuance plan in accordance with the company charter, this Decree, the law on enterprises and specialised laws;

b/ To monitor, manage and supervise the raising and use of capital from bond tranches to ensure compliance with the bond issuance purpose stated in the bond issuance plan as approved or accepted by the competent authority and as disclosed to investors; to manage and supervise the payment of bond principal and interest according to the competence provided in this Decree and the company charter.

Article 8. Responsibilities of organisations and individuals in relation to dossiers and reporting documents and the submission and supplementation of dossiers and reporting documents

1. Organisations and individuals participating in the preparation of dossiers and reporting documents shall be held responsible before law for the lawfulness, accuracy, truthfulness and completeness of such dossiers and documents. Organisations and individuals participating in the certification of dossiers and reporting documents shall be held responsible before law within the scope relating to such dossiers and documents. Dossiers and reporting documents must ensure that the information therein is clear and non-misleading and must have sufficient important contents that affect decision of agencies, organisations and investors.

2. Agencies, organisations and individuals competent to receive and process dossiers for registration of private placement of convertible bonds or warrant-linked bonds, and dossiers for registration of offering of corporate bonds to the international market by public companies, securities companies or securities investment fund management companies shall examine the validity of the dossiers; and shall not be held responsible for violations committed by the applicants before or after the submission of a valid dossier. A valid dossier is a dossier or reporting documents containing all required documents, which are fully declared in accordance with law.

3. A dossier advisory organisation shall comply with the service contract signed with the issuing enterprise and has the following responsibilities:

a/ To act honestly and diligently and comply with relevant regulations in providing dossier advisory services;

b/ To review and verify information in dossiers, ensuring that the analysis and assessment are conducted reasonably and diligently on the basis of the provided information, figures and documents, and be held responsible before law within the scope of advice provision relating to dossiers and reporting documents.

4. An organisation engaged in bidding, underwriting or agency for bond issuance shall distribute bonds under the service contract signed with the issuing enterprise and shall comply with relevant regulations in bond distribution activities.

5. Audit firms, auditors and persons signing audit or review reports shall comply with the law on independent audit; and comply with auditing standards when auditing financial statements, and shall be held responsible for their opinions on the truthfulness and rationality of the audited or reviewed reports and figures.

6. A credit rating agency or valuation enterprise shall comply with the service contract signed with the issuing enterprise. Credit rating agencies, valuation enterprises, persons signing credit rating result reports and persons signing valuation certificates have the following responsibilities:

a/ To ensure independence, objectivity, honesty and transparency when providing services and be held responsible before law within the scope of service provision;

b/ To ensure that the analyses, observations and assessments concerning credit rating results or valuation results are conducted reasonably and diligently on the basis of the information, figures and documents provided and in accordance with the regulations on credit rating and valuation, relevant regulations and this Decree.

7. The submission and supplementation of dossiers and the notification of dossier processing results referred to in Clause 2 of this Article must comply with Clauses 2 and 9, Article 6 of the Government’s Decree No. 155/2020/ND-CP of December 31, 2020, detailing the implementation of a number of articles of the Law on Securities, which is amended and supplemented by Points d and dd, Clause 3, Article 1 of the Government’s Decree No. 245/2025/ND-CP of September 11, 2025, amending and supplementing a number of articles of Decree No. 155/2020/ND-CP; and Clauses 3 thru 8, Article 6 of Decree No. 155/2020/ND-CP.

Chapter II

PRIVATE PLACEMENT AND TRADING OF 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 that may participate in the purchase, trading and transfer of privately placed corporate bonds include:

a/ Professional securities investors, for privately placed non-convertible bonds not linked with warrants;

b/ Professional securities investors and strategic investors, for privately placed convertible bonds and privately placed warrant-linked bonds;

c/ Professional securities investors that are the organisations specified in Clause 1, Article 11 of Law No. 54/2019/QH14 on Securities, which is supplemented by Point a, Clause 3, Article 1 of Law No. 56/2024/QH15, for the privately placed corporate bonds specified in Points a and b of this Clause;

d/ Professional securities investors that are the individuals specified in Clause 1, Article 11 of Law No. 54/2019/QH14 on Securities, which is supplemented by Point a, Clause 3, Article 1 of Law No. 56/2024/QH15, for privately placed convertible bonds issued by public companies, securities companies and securities investment fund management companies;

dd/ Professional securities investors that are the individuals specified in Clause 1, Article 11 of Law No. 54/2019/QH14 on Securities, which is supplemented by Point a, Clause 3, Article 1 of Law No. 56/2024/QH15, for privately placed warrant-linked bonds and privately placed non-convertible bonds not linked with warrants issued by public companies, securities companies and securities investment fund management companies; and privately placed convertible bonds, privately placed warrant-linked bonds and privately placed non-convertible bonds not linked with warrants issued by companies other than public companies, securities companies or securities investment fund management companies, for bonds that have undergone credit rating and are secured by collateral or bonds that have undergone credit rating and received payment guarantee by a credit institution. Collateral or payment guarantee must secure payment of the whole principal of the bonds. Collateral is not inclusive of shares, stocks, bonds or capital contributions of the issuing enterprise;

e/ Strategic investors, for the privately placed corporate bonds specified in Point b of this Clause, that are selected by the Shareholders’ General Meeting based on the criteria on financial capacity and technological level and that commit to cooperate with the issuing enterprise for at least 3 years. The number of strategic investors participating in a bond tranche must not exceed 100.

2. The status of a professional securities investor participating in the purchase, trading and transfer of privately placed corporate bonds shall be determined as follows:

a/ Professional securities investors shall be determined under Article 5 of Decree No. 155/2020/ND-CP, except the case specified in Point b of this Clause;

b/ The determination of a professional securities investor being an individual under Point d, Clause 1, Article 11 of Law No. 54/2019/QH14 on Securities for purchasing, trading in or transferring privately placed corporate bonds must ensure that the portfolio of listed securities or securities registered for trading held by such investor has a value of at least VND 2 billion, which shall be determined as the average daily market value of the securities portfolio over a period of at least 180 days preceding the date on which the professional securities investor status is determined, excluding the value of margin loans and the value of securities subject to redemption transactions. The professional securities investor status determined under this Point is valid for 1 year from the date the investor status is certified;

c/ A professional securities investor that has purchased privately placed corporate bonds is not required to have its/his/her professional securities investor status redetermined when trading in or transferring such bonds.

3. Organisations responsible for determining the status of investors participating in the purchase, trading and transfer of privately placed corporate bonds:

a/ Organisations responsible for determining professional securities investors and documents used for the determination of professional securities investors must comply with Articles 4 and 5 of Decree No. 155/2020/ND-CP;

b/ Issuing enterprises shall determine strategic investors under Point e, Clause 1 of this Article;

c/ An organisation engaged in determining the status of an investor participating in the purchase, trading or transfer of privately placed corporate bonds shall sign the letter of confirmation of a professional securities investor being an individual before such investor purchases the bonds, using Form No. 05 provided in the Appendix to this Decree, and shall be held responsible before law for determining the status of investors participating 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 dossiers for private placement of bonds and information disclosed by the issuing enterprise; to clearly understand the conditions and terms of the bonds and other commitments of the issuing enterprise before deciding to purchase or trade in the bonds;

b/ To clearly understand the risks arising from the purchase, trading and transfer of the bonds; to clearly understand and comply with the provisions on investors that may participate in the purchase, trading and transfer of privately placed corporate bonds of the laws on securities and enterprises, and this Decree;

c/ To carry out assessment and take responsibility for their investment decisions and bear risks arising from investment in, trading and transfer of the bonds. The State shall not provide guarantee for the issuing enterprise’s full and timely payment of bond principal and interest when the bonds become mature or exercise of other rights for bond-purchasing investors;

d/ Before purchasing bonds (both in the primary market and in the secondary market), a professional securities investor being an individual shall sign the letter of confirmation that he/she has complied with Points a, b and c of this Clause, and shall take responsibility for his/her decision to purchase the bonds after signing the letter of confirmation. A letter of confirmation shall be made according to Form No. 05 provided in the Appendix to this Decree and retained in the dossier for private placement of bonds or by the securities company with which the investor conducts bond transactions in accordance with law;

dd/ To be held responsible for the dossiers and documents they have provided for determining professional securities investor status;

e/ To conduct bond transactions under Article 21 of this Decree; to refrain from selling, jointly contributing capital or entering into an agreement in any form for investment in privately placed corporate bonds with investors that may not participate in the purchase, trading and transfer of privately placed corporate bonds in accordance with the law on securities, the law on enterprises and this Decree. The purchase, trading and transfer of privately placed corporate bonds by credit institutions, foreign bank branches and securities investment fund management companies must also comply with specialised laws;

g/ When selling bonds in the secondary market, to provide bond-purchasing investors with adequate information disclosed by the issuing enterprise in accordance with this Decree;

h/ To use cashless payment services when purchasing, selling, trading in or transferring privately placed corporate bonds in accordance with law.

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

a/ To receive adequate information disclosed by the issuing enterprise; to be provided by the issuing enterprise with dossiers for private placement of bonds under Clause 3, Article 15; Point c, Clause 2, Article 17; and Clause 4, Article 19, of this Decree;

b/ To receive from the issuing enterprise a full and timely payment of bond principal and interest when the bonds become mature, and exercise accompanying rights (if any) in accordance with the conditions and terms of the bonds and the agreements reached with the issuing enterprise;

c/ To request the issuing enterprise to prematurely redeem the bonds under Clause 3, Article 12 of this Decree;

d/ When purchasing bonds in the secondary market, to request the bond sellers to fully provide information disclosed by the issuing enterprise under this Decree.

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

1. An issuing enterprise shall prepare a bond issuance plan with the following principal contents:

a/ Information on the issuing enterprise (name, type, head office and business lines of the enterprise, enterprise registration certificate or business licence or another document of equivalent validity as specified by law); and number of bank account for receiving bond subscription monies of the tranche;

b/ Bond issuance purpose, including specific information on the investment project (stating the authority competent to approve the project; the project’s legal status, total investment and investment risks; and project implementation progress (project implementation duration and disbursement schedule)); to-be-restructured debt (stating the creditor, value and term of the debt, purpose of the borrowing, and debt payment schedule). Particularly for a credit institution, it is required to state that the bonds are issued for the purpose of increasing tier-2 capital, providing loans or making investment or for the purposes specified by the law on credit institutions;

c/ Proposed use of bond proceeds, stating the proposed use of bond proceeds by purpose (specific items, value of and disbursement schedule for each item). In case the scheduled disbursement date is not yet due, the issuing enterprise may use the bond proceeds to make deposits at a commercial bank or foreign bank branch or to purchase deposit certificates issued by a commercial bank or foreign bank branch, and shall state in the bond issuance plan the proposed use of temporarily idle capital. When the scheduled disbursement date is due, the issuing enterprise shall ensure that the bond proceeds are used for the purpose stated in the bond issuance plan and as disclosed to investors;

d/ Commentaries about the satisfaction of each condition for bond offering under this Decree and relevant regulations;

dd/ The conditions and terms of the bonds to be offered. In case of offering of bonds in multiple tranches, a credit institution shall state the proposed number of tranches, and value of bonds to be offered and time of offering in each tranche. For bonds with collateral, the issuing enterprise shall specify the type of collateral and the value of collateral as valuated by an organisation with valuation function; legal status of collateral; registration of the security interest under the regulations on registration of security interests and the law on securities; and sequence of payment to investors as bondholders upon disposal of collateral for debt payment. For bonds with payment guarantee, the issuing enterprise shall state the organisation providing payment guarantee and the value of bonds with payment guarantee;

e/ The proposed conversion of bonds into stocks, in case of offering of convertible bonds (conditions, term, ratio or method for calculating the conversion price; debt payment in case the bonds are not to be converted; approval of, or authorisation for the Board of Directors to approve, a plan ensuring that the issuance of stocks for bond conversion complies with the regulations on foreign holding limit, and other terms);

g/ The proposed exercise of warrant rights in case of offering of warrant-linked bonds (conditions, term and ratio of the exercise of rights; issuance price or method for calculating the issuance price; debt repayment; approval of, or authorisation for the Board of Directors to approve, a plan ensuring that the issuance of stocks for exercise of the rights of warrants complies with the regulations on foreign holding limit, and other terms);

h/ The proposed use of proceeds from stock issuance for exercise of warrant rights in case of offering of warrant-linked bonds;

i/ The circumstances, conditions, terms and commitments of the issuing enterprise in relation to the premature redemption or swap of bonds;

k/ The method and procedures for obtaining bondholders’ opinions on change of the conditions and terms of the bonds, change of bond issuance purpose and premature redemption of bonds;

l/ Certain financial indicators of the enterprise for 3 consecutive years preceding the year of offering of bonds and changes (if any) following the issuance, including: equity (with specific items of equity); total liabilities, including bank loans, loans from bond issuance and other liabilities (specifying liabilities); capital structure indicators, including: total debts-to-assets ratio and debt-to-equity ratio; solvency indicators, including: current ratio (current assets/current debts), and quick ratio ((current assets - inventories)/current debts); total outstanding bond loans (including all forms of bond loans)/equity; pre-tax profit, after-tax profit (in case of loss, specify the loss amount in the fiscal year and the accumulated loss amount); profitability indicators, including: after-tax profit ratio/average total assets and after-tax profit ratio/average equity; financial safety indicators and prudential ratios in operation as specified by specialised laws;

m/ Payment of bond principal and interest for issued bonds and due debts (excluding bond debts) for 3 consecutive years preceding the bond tranche (if any);

n/ A report on the issuance and use of capital in respect of outstanding bonds, including: total volume of bonds issued; bond principal and interest paid; remaining outstanding bond debts; status of the use of bond proceeds and the plan on bond principal and interest payment; and violations (if any) of the regulations on corporate bond issuance under the competent authority’s decision during 3 consecutive years preceding the bond tranche;

o/ Assessment of the enterprise’s financial status, capacity to pay due debts and capacity to repay debts for the bonds to be issued;

p/ The auditor’s opinions on annual financial statements and the review conclusions on biannual financial statements (if any);

q/ Bond issuance method;

r/ Subjects that may purchase bonds: The enterprise shall specify the subjects that may purchase bonds, ensuring compliance with Clause 1, Article 9 of this Decree. In case bonds are offered to professional securities investors being individuals, the enterprise shall comply with this Decree’s provisions on a bond offering dossier applicable to individual investors. In case convertible bonds or warrant-linked bonds are offered to strategic investors, the enterprise shall specify the criteria for selecting strategic investors and the list of strategic investors;

s/ The proposed arrangement of funding sources and the method of bond principal and interest payment (including also the proposed arrangement of funding sources for each payment of bond principal and interest until the bonds become mature; payment method; payable amount; payment schedule; and proposed funding source for payment); and a detailed plan on disposal of collateral in case it is impossible to arrange funds for payment of bond principal and interest (for bonds with collateral);

t/ The issuing enterprise’s commitment to disclose information; and other commitments (if any) to bond-purchasing investors;

u/ Measures to be taken by the issuing enterprise to monitor, manage and supervise the use of bond proceeds, ensuring they are used for proper purposes. In case the issuing enterprise uses, through a second party, the bond proceeds for an investment project, it shall take measures to monitor, manage and supervise such second party’s use of the bond proceeds for the investment project under the bond issuance plan;

v/ Benefits and responsibilities of bond-purchasing investors, specifying the voting threshold for approval of matters requiring bondholder approval, which must not be lower than the corresponding threshold of 65% of the total number of outstanding bonds of the same class;

x/ Rights and responsibilities of the issuing enterprise.

2. Competence to approve or accept a bond issuance plan:

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. Voting to adopt a resolution approving the bond issuance plan must comply with Law No. 59/2020/QH14 on Enterprises.

A plan on offering of non-convertible bonds not linked with warrants shall be approved by the competent authority in accordance with the company charter. Unless otherwise stated in the company charter, the Board of Directors may approve the bond issuance plan but shall send a report thereon to the Shareholders’ General Meeting at its upcoming meeting. The report shall be accompanied by bond offer documents and dossier;

b/ For a limited liability company, the authority competent to approve the bond issuance plan is the Members’ Council, the Company President or company owner as stated in the company charter;

c/ For a state enterprise, in addition to the approval competence specified in Points a and b of this Clause, it is required to comply with the regulations on the competence to decide on capital raising under the law on management and investment of state capital in enterprises and the law on enterprises;

d/ For an enterprise operating in a conditional business line, in addition to the competence to approve the bond issuance plan as specified in Points a, b and c of this Clause, it is required to comply with the regulations on the competence to accept the bond issuance plan in accordance with specialised laws (if any).

3. The authority competent to approve or accept the bond issuance plan under Clause 2 of this Article has the competence to approve or accept the change of the conditions and terms of the bonds as specified in Article 6 of this Decree; the change of the bond issuance purpose stated in the bond issuance plan and information disclosed to investors under Clause 4, Article 5 of this Decree; and the modification of the terms in the bondholders’ representation contract specified in Clause 6, Article 11 of this Decree.

Article 11. Bond issuance methods and service providers

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

a/ Issuance through bidding: This is a method of selecting bid-winning qualified investors to purchase bonds that satisfy the requirements of the issuing enterprise;

b/ Issuance through underwriting: This is a method of selling corporate bonds to investors through an underwriting organisation or an underwriting syndicate;

c/ Issuance through an agent: This is a method whereby the issuing enterprise authorises another organisation to distribute bonds to bond-purchasing investors;

d/ Direct sale of bonds to investors, in case the issuing enterprise is a credit institution.

2. An issuing enterprise shall decide on the bond issuance method and disclose it to bond-purchasing investors.

3. An organisation engaged in bidding, underwriting or agency for corporate bond issuance that is a securities company may provide bidding, underwriting or issuance agency services in accordance with Law No. 54/2019/QH14 on Securities and this Decree.

4. An organisation engaged in bidding, underwriting or agency for corporate bond issuance shall sign a service contract with the issuing enterprise, which must state the powers and responsibilities of each contracting party. Main responsibilities of an organisation engaged in bidding, underwriting or agency for corporate bond issuance when distributing bonds, or responsibilities of an issuing enterprise that is a credit institution selling bonds directly to investors:

a/ To provide investors with adequate and accurate information under the approved bond issuance plan, ensuring that such plan has no contents that may mislead investors between the purchase of corporate bonds and the placement of deposits with a credit institution based on the dossiers and information provided by the issuing enterprise; to provide investors with adequate and accurate information on responsibilities and obligations of the organisation engaged in bidding, underwriting or agency for corporate bond issuance when distributing bonds; to refrain from providing false information or information that may mislead investors as to bonds;

b/ To distribute bonds only to investors whose professional securities investor status has been determined by the issuing enterprise or authorised securities company, after making sure that such investors have accessed and fully understood the relevant information and signed the letter of confirmation under Clauses 3 and 4, Article 9 of this Decree; to refrain from soliciting, assisting, or distributing bonds to, investors that may not purchase privately placed corporate bonds;

c/ In case of making a commitment with investors to redeem their bonds, to sign a contract with the investors (which must state conditions and terms of bond redemption) and comply with specialised laws when realising such commitments;

d/ In case of issuance underwriting in accordance with the law on securities, to provide investors with adequate information on the scope of underwriting, ensuring that no content may mislead investors between underwriting and payment guarantee for the bonds;

dd/ To issue a letter of certification that the bond proceeds have been transferred to the issuing enterprise’s account for receiving bond subscription monies, and send such letter of certification to the issuing enterprise for inclusion in the bond offering dossier and for disclosure of information on the bond offer results under regulations;

e/ To implement the reporting regime provided in this Decree.

5. An advisory organisation on bond offering dossiers that is a securities company may provide advisory services on securities offer dossiers in accordance with law and has the following responsibilities:

a/ To sign a service contract with the issuing enterprise, stating powers and responsibilities of each contracting party;

b/ When providing services, to perform the responsibilities specified in Clause 3, Article 8 of this Decree;

c/ To refrain from providing advisory services or support for the issuing enterprise in providing false or misleading information in the bond offering dossier in relation to bonds or the issuing enterprise’s financial status and operation;

d/ To implement the reporting regime provided in this Decree.

6. A bondholder’s representative who is a depository member of the Vietnam Securities Depository and Clearing Corporation or a securities investment fund management company shall be appointed or selected to represent interests of bondholders. A bondholder’s representative has the following responsibilities:

a/ To sign a service contract with the issuing enterprise, stating powers and responsibilities of each contracting party;

b/ To supervise the issuing enterprise’s compliance with its commitments stated in the bond offering dossier;

c/ To act as a liaison intermediary between the bondholders, the issuing enterprise and related organisations;

d/ To request the payment guarantor to perform the guarantee obligation in case the issuing enterprise fails to perform, or improperly performs, its obligation to pay bond principal and interest;

dd/ For bonds with collateral, the bondholder’s representative being an organisation shall receive and manage collateral and, on behalf of the bondholder, dispose of collateral in accordance with the signed contract terms and the regulations on obligation performance security interests and the regulations on registration of security interests. In case collateral is securities that have been registered at the Vietnam Securities Depository and Clearing Corporation, the registration of security interests must comply with the law on securities; the management and disposal of collateral must comply with the regulations on obligation performance security interests and the agreement between the parties.

If not permitted under specialised laws to receive and manage collateral, the bondholder’s representative shall appoint a third party to receive and manage such collateral or appoint a third party to receive and manage the whole collateral of the bonds. The organisation receiving and managing collateral shall sign a contract with the issuing enterprise, stating powers and responsibilities of each contracting party; manage collateral; and take measures to dispose of collateral in accordance with the signed contract terms and the regulations on obligation performance security interests and the regulations on registration of security interests;

e/ The bondholder’s representative may be replaced when such replacement is approved by bondholders representing 65% or more of the total outstanding bonds of the same class. In case of change of other terms of the bondholder representation contract, such change shall also be approved by the competent authority of the issuing enterprise as defined in Clause 3, Article 10 of this Decree;

g/ To implement the reporting regime provided in this Decree.

7. Qualified audit firms, valuation enterprises, credit rating agencies, persons signing audit or review reports, persons signing credit rating result reports and persons signing valuation certificates shall perform the responsibilities specified in Clauses 5 and 6, Article 8 of this Decree.

8. Organisations providing services relating to corporate bonds as specified in Clauses 3, 5, 6 and 7 of this Article shall not be regarded as affiliated persons of the issuing enterprise in accordance with Law No. 54/2019/QH14 on Securities and detailing and guiding documents. Such organisations shall bear full responsibility before law for their service provision activities.

Article 12. Premature redemption and swap of bonds

1. An issuing enterprise may prematurely redeem bonds in the cases specified in Clause 3 of this Article or may swap bonds. Bonds shall be cancelled after being redeemed.

2. The authority competent to approve or accept the bond issuance plan may approve or accept the plan for premature redemption or swap of bonds, except the case of mandatory premature redemption of bonds as specified in Point b, Clause 3 of this Article.

3. Cases of premature redemption of bonds:

a/ Premature redemption as agreed between the issuing enterprise and the bondholders, or other cases stated in the bond issuance plan as specified in Article 10 of this Decree (if any);

b/ Mandatory redemption at the request of investors when:

The issuing enterprise violates the regulations on the offering and trading of corporate bonds under the competent authority’s decision, and such violation is irremediable or the proposed remedial measure is not approved by bondholders representing 65% or more of the total outstanding bonds of the same class;

The issuing enterprise improperly implements the bond issuance plan approved or accepted by the competent authority or the information disclosed to investors, and the enterprise cannot remedy the violation or the proposed remedial measure is not approved by bondholders representing 65% or more of the total outstanding bonds of the same class;

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

c/ Premature redemption of bonds of bondholders who do not agree to the change of the conditions and terms of the bonds or to the change of the bond issuance purpose stated in the bond issuance plan, in case such change has been approved by bondholders representing at least 65% or more of the total bonds.

4. Point b, Clause 3 of this Article shall not apply in case the bonds are subject to withdrawal under the competent authority’s decision.

Section 2

BOND OFFERING BY COMPANIES OTHER THAN PUBLIC COMPANIES, SECURITIES COMPANIES OR SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

Article 13. Conditions for bond offering by companies other than public companies, securities companies or securities investment fund management companies

1. In case of offering of non-convertible bonds not linked with warrants:

a/ The enterprise is a joint stock company or limited liability company established and operating under Vietnam’s law;

b/ The enterprise has made full payment of principal and interest on issued bonds that have become mature, or has made full payment of due debts during 3 consecutive years preceding the bond tranche (if any), except the case of offering of bonds to a creditor that is a selected financial institution;

c/ The enterprise satisfies the requirements on financial safety ratio and prudential ratio in operation in accordance with specialised laws;

d/ The total liabilities (including the value of bonds to be issued) do not exceed 5 times the equity of the issuing enterprise as stated in the annual financial statements mentioned in Point e of this Clause, unless the issuing enterprise is a state enterprise, an enterprise issuing bonds to implement a real estate project, a credit institution, an insurance enterprise, a reinsurance enterprise, an insurance brokerage enterprise, a securities company or a securities investment fund management company, which shall comply with relevant laws. In case the issuing enterprise is a parent company, its total liabilities (including the value of bonds to be issued), and equity shall be determined based on its consolidated financial statements, and is exclusive of benefits of non-controlling shareholders;

dd/ The enterprise has a bond issuance plan approved or accepted under Article 10 of this Decree;

e/ The enterprise has its financial statements for the year preceding the year of bond issuance audited by a qualified audit firm under this Decree;

g/ The participants in the bond tranche are those specified in Clause 1, Article 9 of this Decree.

2. In case of offering of convertible bonds or warrant-linked bonds:

a/ The issuing enterprise is a joint stock company established and operating under Vietnam’s law;

b/ The enterprise satisfies the conditions specified in Points b, c, d, dd and e, Clause 1 of this Article;

c/ The participants in the bond tranche are those specified in Clause 1, Article 9 of this Decree.

3. In case of offering of bonds in multiple tranches:

a/ The issuing enterprise is a credit institution established and operating under Vietnam’s law;

b/ The issuing enterprise satisfies the conditions specified in Clause 1 of this Article, in case of offering of non-convertible bonds not linked with warrants; or the conditions specified in Clause 2 of this Article, in case of offering of convertible bonds or warrant-linked bonds;

c/ The issuing enterprise wishes to raise capital in multiple tranches in consistency with the approved bond issuance purpose under Clause 2, Article 10 of this Decree;

d/ The issuing enterprise has a bond issuance plan specifying the value of bonds to be issued, and timing of and plan on the use of bond proceeds from each tranche;

dd/ The bond distribution period for each tranche must not exceed 30 days from the date of pre-offering disclosure. The total period for offering of bonds in multiple tranches must not exceed 6 months from the bond issuance date of the first tranche.

Article 14. Bond offering dossier of a company other than a public company, securities company or securities investment fund management company

1. The bond issuance plan specified in Clause 1, Article 10 of this Decree and the decision approving or accepting the bond issuance plan.

2. Supporting documents and commitments to fully satisfying the conditions specified in Article 13 of this Decree.

3. The financial statements for the year preceding the year of bond issuance, which shall be audited by a qualified audit firm. The auditor’s opinion on the financial statements is the unqualified opinion; in case the auditor’s opinion is the qualified opinion, the matter included in the qualified opinion will not affect the bond offer conditions; the issuing enterprise shall provide a reasonable explanation together with the audit firm’s confirmation of the effect of the qualified opinion. In case the issuing enterprise is a parent company, the financial statements included in the bond offering dossier must include the audited consolidated financial statements for the year preceding the year of bond issuance and the audited financial statements of the parent company for the year preceding the year of bond issuance.

4. The pre-offering disclosure sheet, as specified in Clause 1, Article 29 of this Decree and guided by the Minister of Finance.

5. Contracts signed between the issuing enterprise and the organisations providing services relating to the bond tranche, including:

a/ A contract signed with the advisory organisation on bond offering dossiers;

b/ A contract signed with the organisation engaged in bidding, underwriting or agency for bond issuance (if any);

c/ A contract signed with the bondholders’ representative (if any); this contract is mandatory for secured bonds or bonds offered to professional securities investors being individuals;

d/ A contract signed with the organisation receiving and managing collateral, for secured bonds (if any);

dd/ Contracts signed with other organisations involved in the bond tranche (if any).

6. A credit rating result report for the bonds, in case of offering of bonds to professional securities investors being individuals under Point dd, Clause 1, Article 9 of this Decree.

7. The competent state management agency’s approval document as required under specialised laws (if any).

8. The letter of confirmation issued by a commercial bank or foreign bank branch stating that the issuing enterprise has opened an account for receiving bond subscription monies. In case the issuing enterprise is a commercial bank, the letter of confirmation, issued by such bank, of the account for receiving bond subscription monies, is required.

9. The decision issued by the Board of Directors, the Members’ Council, the Company President, company owner, or the competent authority of the issuing enterprise, stating that the bond offering dossier fully satisfies the required conditions and that the information and documents in the dossier are complete, valid, accurate and truthful.

10. For secured bonds, in addition to the documents specified in Clauses 1 thru 9 of this Article, a bond offering dossier must also comprise:

a/ A payment guarantee commitment statement issued by the credit institution, foreign bank branch, overseas financial institution or international financial institution in accordance with law, in case the bonds are secured by payment guarantee:

b/ A document on the legal status of collateral; a document on collateral valuation by an organisation with valuation function; a document proving ownership rights or use rights over assets used to secure bond payment; a contract between the party having ownership rights or use rights over the bond collateral, the bondholders’ representative and the issuing enterprise, and the third party’s commitment statement on the use of assets as security for the performance of the bond payment obligation, in case the bonds are secured by assets of a third party; a document on registration of the security interests in accordance with the regulations on registration of security interests and the law on securities; and documents and information concerning the sequence of payment to investors as bondholders upon disposal of collateral for debt payment, in case the bonds are secured by assets.

11. In case of bond offering in multiple tranches by a credit institution, in addition to the documents specified in Clauses 1 thru 10 of this Article, a bond offering dossier must also comprise:

a/ Documents on the project or the plan on use of bond proceeds in multiple tranches;

b/ Updated documents on the bond offering and the use of bond proceeds from previous tranches in accordance with the bond issuance plan;

c/ Updated documents on the financial status of the issuing enterprise, in case the interval between 2 consecutive tranches is 3 months or more and these tranches take place in different fiscal years.

Article 15. Order and procedures for bond offering by a company other than a public company, securities company or securities investment fund management company

1. The issuing enterprise shall assess the satisfaction of the bond offering conditions specified in Article 13 of this Decree, decide on the bond issuance plan and prepare the bond offering dossier under Article 14 of this Decree.

2. At least 1 working day before the proposed date of a bond tranche (the commencement date of the bond tranche), the issuing enterprise shall send the pre-offering disclosure sheet to investors subscribing for bond purchase under Article 29 of this Decree and to the stock exchange concerned for summarisation and reporting on corporate bond issuance under Article 40 of this Decree.

Within 1 working day after receiving the issuing enterprise’s pre-offering disclosure sheet, the stock exchange shall, through the corporate bond website, share information on the issuing enterprise’s bond tranche with the provincial-level People’s Committee (of the locality where the issuing enterprise’s head office is located) for monitoring and summarisation of information on bond issuance by enterprises in the locality. The receipt by the provincial-level People’s Committee of information on the tranche of private placement of corporate bonds does not imply its certification and guarantee of the enterprise’s bond tranche.

3. The issuing enterprise shall provide bond-purchasing investors with a bond offering dossier specified in Article 14 of this Decree. A bond-purchasing investor being an individual shall sign a letter of confirmation stating that he/she has complied with Points a, b, c and d, Clause 4, Article 9 of this Decree.

4. The enterprise shall conduct bond offering by the bond issuance method stated in the pre-offering disclosure sheet. The enterprise shall complete the distribution of the bonds within 30 days from the commencement date of a bond tranche.

5. Within 10 days from the closing date of a bond tranche, the issuing enterprise shall disclose information on the results of the bond tranche, using Form No. 07 provided in the Appendix to this Decree, to the investors that have purchased the bonds, and send a notice of results of the bond tranche to the stock exchange.

6. Within 1 working day after receiving the issuing enterprise-disclosed information on results of the bond tranche, the stock exchange shall, through the corporate bond website, share such information with the provincial-level People’s Committee (of the locality where the issuing enterprise’s head office is located) for monitoring and summarisation of information on bond issuance by enterprises in the locality.

Section 3

BOND OFFERING BY PUBLIC COMPANIES, SECURITIES COMPANIES AND SECURITIES INVESTMENT FUND MANAGEMENT COMPANIES

Article 16. Conditions for bond offering by public companies, securities companies and securities investment fund management companies

1. The conditions for private placement of non-convertible bonds not linked with warrants by a public company must 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 of offering of bonds in multiple tranches, the company must also satisfy the conditions specified in Points a, c, d and dd, Clause 3, Article 13 of this Decree.

2. The conditions for private placement of non-convertible bonds not linked with warrants by a securities company or securities investment fund management company other than a public company must 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 private placement of convertible bonds or warrant-linked bonds by a public company, securities company or securities investment fund management company are as follows:

a/ The conditions specified in Clause 1, Article 31 of Law No. 54/2019/QH14 on Securities and Point d, Clause 1, Article 13 of this Decree shall be satisfied;

b/ A tranche of private placement of convertible bonds or warrant-linked bonds must commence at least 6 months after the closing date of the latest tranche of offering or private placement of bonds; these tranches include: private placement of stocks; private placement of convertible bonds; private placement of warrant-linked bonds; private placement of warrant-linked preferred stocks; issuance of stocks to swap for shares for shareholders of a joint stock company that is not yet a public company, or to swap for capital contributions for capital-contributing members of a limited liability company; issuance of stocks to swap for shares for identified shareholders of a public company; and issuance of stocks for debt swap.

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

1. A dossier for private placement of non-convertible bonds not linked with warrants by a public company, securities company or securities investment fund management company must comprise:

a/ Supporting documents and commitments to fully satisfying the conditions specified in Clauses 1 and 2, Article 16 of this Decree;

b/ The documents specified 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/ A contract signed with the advisory organisation on bond offering dossiers, unless the issuing enterprise is a securities company.

2. Order and procedures for private placement of non-convertible bonds not linked with warrants by a public company, securities company or securities investment fund management company:

a/ The issuing enterprise shall assess the satisfaction of the conditions specified in Article 16 of this Decree, decide on the bond issuance plan and prepare a bond offering dossier under Clause 1, Article 17 of this Decree;

b/ At least 1 working day before the proposed date of a bond tranche (the commencement date of a bond tranche), the issuing enterprise shall send the pre-offering disclosure sheet to investors subscribing for bond purchase under Article 29 of this Decree and to the stock exchange concerned for summarisation and reporting on corporate bond issuance under Article 40 of this Decree.

Within 1 working day after receiving the issuing enterprise’s pre-offering disclosure sheet, the stock exchange shall, through the corporate bond website, share information on the issuing enterprise’s bond tranche with the State Securities Commission of Vietnam for monitoring and summarisation of information on bond issuance by the issuing enterprise. The receipt by the State Securities Commission of Vietnam of information on the tranche of private placement of corporate bonds does not imply its certification and guarantee for the enterprise’s bond tranche;

c/ The issuing enterprise shall provide bond-purchasing investors with a bond offering dossier specified in Clause 1 of this Article. A bond-purchasing investor being an individual shall sign a letter of confirmation stating that he/she has complied with Points a, b, c and d, Clause 4 Article 9 of this Decree;

d/ The issuing enterprise shall conduct bond offering by the bond issuance method stated in the pre-offering disclosure sheet. The enterprise shall complete bond distribution within 30 days from the commencement date of a bond tranche;

dd/ Within 10 days from the closing date of a bond tranche, the issuing enterprise shall disclose information on results of the bond tranche, using Form No. 07 provided in the Appendix to this Decree, to the investors that have purchased the bonds, and send a notice of results of the bond tranche to the stock exchange;

e/ Within 1 working day after receiving the issuing enterprise-disclosed information on results of the bond tranche, the stock exchange shall, through the corporate bond website, share such information with the State Securities Commission of Vietnam for monitoring and summarisation of information on bond issuance by the issuing enterprise.

Article 18. Dossier for registration of private placement of convertible bonds or warrant-linked bonds by a public company, securities company or securities investment fund management company

1. A registration application, made according to Form No. 01 provided in the Appendix to this Decree.

2. The Shareholders’ General Meeting’s decision approving the bond issuance plan specified in Article 10 of this Decree. Persons having interests related to the bond tranche may not vote.

3. The Board of Directors’ decision approving professional securities investors as the target subjects of the private placement, in case the Board of Directors is authorised by the Shareholders’ General Meeting. Persons having interests related to the bond tranche may not vote.

4. The Board of Directors’ decision approving the dossier for registration of the private placement.

5. The decision issued by the Shareholders’ General Meeting, or by the Board of Directors (if authorised by the Shareholders’ General Meeting), approving a plan to ensure that the issuance of stocks for bond conversion complies with the regulations on foreign holding limit.

6. The issuing enterprise’s commitment not to violating the provisions on cross-ownership of Law No. 59/2020/QH14 on Enterprises at the time of conversion of bonds into stocks and at the time of exercise of the warrant rights.

7. The letter of confirmation issued by the bank or foreign bank branch, stating that a blocked account has been opened to receive subscription monies for privately placed convertible bonds or warrant-linked bonds. The bank or foreign bank branch where the blocked account is opened must not be an affiliated person of the issuing enterprise as defined by Law No. 54/2019/QH14 on Securities and detailing and guiding instruments.

8. The documents specified in Points a and b, Clause 10, Article 14 of this Decree, for secured bonds.

9. A credit rating report for privately placed warrant-linked corporate bonds, in case of offering of bonds to professional securities investors being individuals.

10. The competent state management agency’s approval document as required under specialised laws (if any).

11. Other documents providing investors with information on the bond tranche (if any).

12. Documents on the use of bond proceeds (if any).

13. The contracts signed between the issuing enterprise and organisations providing services relating to the bond tranche, including:

a/ A contract signed with the advisory organisation on bond offering dossiers, unless the issuing enterprise is a securities company;

b/ A contract signed with the organisation engaged in bidding, underwriting or agency for bond issuance (if any);

c/ A contract signed with the bondholders’ representative (if any); this contract is mandatory for secured bonds or warrant-linked bonds offered to professional securities investors being individuals;

d/ A contract signed with the organisation receiving and managing collateral for secured bonds (if any);

dd/ Contracts signed with other organisations involved in the bond tranche (if any).

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

1. The issuing enterprise shall assess the satisfaction of the conditions specified in Article 16 of this Decree, decide on the bond issuance plan and prepare a dossier for registration of the private placement of bonds under Article 18 of this Decree.

2. The issuing enterprise shall submit a dossier for registration of the private placement of bonds to the State Securities Commission of Vietnam. Within 7 working days after receiving a valid dossier, the State Securities Commission of Vietnam shall notify the issuing enterprise of the receipt of the dossier. If the dossier is invalid, the State Securities Commission of Vietnam shall notify such to the enterprise and state the reason.

3. After the State Securities Commission of Vietnam issues a notice of the receipt of a complete dossier, the issuing enterprise shall disclose pre-offering information to investors subscribing for bond purchase under Article 29 of this Decree and shall notify thereof to the stock exchange.

4. The issuing enterprise shall provide bond-purchasing investors with a bond offering dossier specified in Article 18 of this Decree. A bond-purchasing investor being an individual shall sign a letter of confirmation stating that he/she has complied with Points a, b, c and d, Clause 4, Article 9 of this Decree. The letter of confirmation shall be made according to Form No. 05 provided in the Appendix to this Decree and shall be retained by the issuing enterprise together with the bond offering dossier.

5. The enterprise shall conduct bond offering under the bond issuance plan and complete bond distribution within 30 days after the State Securities Commission of Vietnam issues a notice of the receipt of a complete dossier. The bond proceeds shall be transferred to a blocked account opened at a bank or foreign bank branch. The issuing enterprise may not use money in the blocked account in any form until the bond tranche is completed, the enterprise reports on results of the bond tranche to the State Securities Commission of Vietnam, and the State Securities Commission of Vietnam issues a notice of the receipt of the report.

6. Within 10 days from the closing date of a bond tranche, the issuing enterprise shall submit to the State Securities Commission of Vietnam a report on results of the bond tranche, made according to Form No. 03 provided in the Appendix to this Decree, together with the letter of confirmation, issued the bank or foreign bank branch where the blocked account is opened, of bond proceeds, and disclose information on results of the bond tranche on the websites of the issuing enterprise and of the stock exchange.

7. Within 3 working days after receiving a valid report on results of the bond tranche, the State Securities Commission of Vietnam shall send a notice of the receipt of the report to the issuing enterprise and concurrently to the stock exchange, and publish it on the State Securities Commission of Vietnam’s website. After the State Securities Commission of Vietnam issues a notice of the receipt of the report on results of the bond tranche, the issuing enterprise may request the bank or foreign bank branch where the blocked account is opened to release the blocking of the bond proceeds.

Section 4

REGISTRATION, DEPOSITORY, TRADING AND SETTLEMENT OF BOND TRANSACTIONS

Article 20. Registration, depository and settlement of bond transactions

1. Upon completion of a private placement of bonds in accordance with this Decree, the issuing enterprise shall register the bonds at the Vietnam Securities Depository and Clearing Corporation as follows:

a/ Within 5 working days from the date the State Securities Commission of Vietnam gives a notice of receipt of the report on results of the private placement of convertible bonds or warrant-linked bonds of public companies, securities companies or securities investment fund management companies;

b/ Within 5 working days from the date the issuing enterprise discloses information on the placement results in accordance with Clause 1, Article 30 of this Decree, for cases other than those specified in Point a of this Clause;

c/ When registering bonds at the Vietnam Securities Depository and Clearing Corporation, the issuing enterprise shall enclose a list of bondholders and take full responsibility before law for ensuring that the listed bondholders are eligible to purchase corporate bonds in accordance with this Decree.

2. Within 5 working days from the date of receiving a complete and valid dossier, the Vietnam Securities Depository and Clearing Corporation shall send a notice to the enterprise of the bonds having been registered at the Vietnam Securities Depository and Clearing Corporation; this notice shall be simultaneously sent to the Stock Exchange. In case of refusal, the Vietnam Securities Depository and Clearing Corporation shall send a notice to the enterprise, clearly stating the reason.

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

4. Bonds shall be deposited at the Vietnam Securities Depository and Clearing Corporation via depository members prior to trading or ownership transfer, except other cases guided by the Minister of Finance.

5. The registration and depository of corporate bonds at the Vietnam Securities Depository and Clearing Corporation in accordance with this Decree and the law on securities do not imply that the Vietnam Securities Depository and Clearing Corporation confirms and guarantees the legality of the enterprise’s bond placement, and the full payment of bond interest and principal, premature redemption proceeds and related obligations of the bonds.

6. The transfer of ownership of bonds registered at the Vietnam Securities Depository and Clearing Corporation shall be carried out in the following cases:

a/ Transfer of bond ownership through trading on the corporate bond trading system at the Stock Exchange in accordance with Article 21 of this Decree;

b/ Transfer of bond ownership not through the corporate bond trading system at the Stock Exchange in accordance with Clauses 2 and 4, Article 50 of Law No. 54/2019/QH14 on Securities.

7. The settlement of privately placed corporate bonds shall be executed by the Vietnam Securities Depository and Clearing Corporation, and the cash settlement shall be executed by settlement banks on the basis of settlement obligations determined by the Vietnam Securities Depository and Clearing Corporation without applying the central counterparty clearing mechanism.

8. The registration, adjustment of the quantity of registered bonds, bond deregistration, depository, exercise of rights, transfer of ownership, and settlement of transactions of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation must comply with the Minister of Finance’s regulations.

Article 21. Bond trading

1. Enterprises shall register trading for issued bonds on the corporate bond trading system at the Stock Exchange. The registration of bond trading at the Stock Exchange in accordance with this Article does not imply that the Stock Exchange confirms and guarantees the legality of the enterprise’s bond placement and the full payment of bond principal and interest.

2. The issuing enterprise shall register bond trading at the Stock Exchange within:

a/ Fifteen working days from the date the State Securities Commission of Vietnam issues a written notice of receipt of the report on results of the private placement of convertible bonds or warrant-linked bonds of public companies, securities companies or securities investment fund management companies; or,

b/ Fifteen working days from the date the issuing enterprise discloses information on the placement results in accordance with Article 30 of this Decree for cases other than those specified in Point a of this Clause.

3. A dossier for bond trading registration must comprise:

a/ An application for bond trading registration, made according to Form No. 06 provided in the Appendix to this Decree;

b/ The enterprise registration certificate, establishment and operation licence, or another legal paper of equivalent validity;

c/ The decision on approval or acceptance of the bond issuance plan;

d/ The competent state management agency’s document approving bond issuance in accordance with specialised laws (if any);

dd/ Credit rating results for bonds, in case bonds are offered to professional securities investors being individuals in accordance with Points d and dd, Clause 1, Article 9 of this Decree.

4. Order and procedures for trading registration on the corporate bond trading system at the Stock Exchange:

a/ The issuing enterprise registers bond trading in accordance with Clause 2 of this Article;

b/ The issuing enterprise submits the trading registration dossier specified in Clause 3 of this Article to the Stock Exchange by electronic means in accordance with the Regulation of the Stock Exchange;

c/ Within 5 working days from the date of receiving a complete and valid dossier for trading registration and the bonds have been registered at the Vietnam Securities Depository and Clearing Corporation, the Stock Exchange shall issue a notice on the bonds having been registered for trading on the corporate bond trading system, and simultaneously make information disclosure on the corporate bond website. In case of refusal, the Stock Exchange shall send a notice to the issuing enterprise via the corporate bond website, clearly stating the reason;

d/ Within 10 working days from the date the Stock Exchange issues a notice on the bonds having been registered for trading, the issuing enterprise shall put the bonds into trading on the corporate bond trading system at the Stock Exchange.

5. Bonds registered for trading of a consolidated or merged company may continue to be registered for trading on the Stock Exchange.

6. Cases of cancellation of bond trading registration:

a/ Bonds reach their maturity date or the issuing enterprise prematurely redeems, swaps or converts all bonds;

b/ The bond-issuing enterprise has its enterprise registration certificate, establishment, operation licence, or another legal paper of equivalent validity revoked;

c/ The Stock Exchange detects that the issuing enterprise has falsified its trading registration dossier;

d/ At the request of the Vietnam Securities Depository and Clearing Corporation, in case the Vietnam Securities Depository and Clearing Corporation detects that the issuing enterprise has falsified its bond registration dossier;

dd/ The bond-issuing enterprise terminates its existence due to dissolution, bankruptcy, division or splitting;

e/ Cancellation under legally effective court judgments or decisions, arbitral awards, or decisions of competent authorities in accordance with law.

7. The cancellation of trading registration or adjustment of the quantity of bonds registered for trading at the Stock Exchange shall not change the lawful rights and benefits of bondholders. The issuing enterprise shall pay bond principal and interest in accordance with Article 22 of this Decree and continue to perform the lawful rights and benefits of bondholders (if any) in accordance with law after the bonds’ trading registration is cancelled or the quantity of bonds registered for trading is adjusted at the Stock Exchange.

8. Trading members on the trading system for privately placed corporate bonds at the Stock Exchange include trading members and special trading members approved by the Stock Exchange in accordance with the law on securities:

a/ Trading members that are securities companies;

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

c/ Conditions, dossiers, order and procedures for member registration, cancellation of membership status, and termination of operation of special trading members participating in trading privately placed corporate bonds at the Stock Exchange must comply with the provisions of Decree No. 155/2020/ND-CP applicable to special trading members participating in trading the Government’s debt instruments.

9. Bond trading shall be executed through trading members and in compliance with the following provisions:

a/ Bonds may only be traded among investors specified in Clause 1, Article 9 of this Decree, except trading executed under legally effective court judgments or decisions or arbitral awards, or except cases of inheritance in accordance with law;

b/ The bond trading must comply with the provisions on transfer restrictions for convertible bonds and warrant-linked bonds of public companies, securities companies and securities investment fund management companies of Point c, Clause 1, Article 31 of Law No. 54/2019/QH14 on Securities, which is amended and supplemented by Point a, Clause 9, Article 1 of Law No. 56/2024/QH15. After the transfer restriction period, bond trading shall be executed under Point a of this Clause.

10. The trading registration, adjustment of the quantity of bonds registered for trading, trading deregistration, and organisation of the trading market for privately placed corporate bonds in the domestic market must comply with the Minister of Finance’s regulations.

Section 5

PAYMENT OF BOND INTEREST AND PRINCIPAL

Article 22. Payment of bond interest and principal

1. The issuing enterprise shall arrange their lawful funding sources for payment of bond interest and principal and make full and timely payment to investors under conditions and terms of bonds.

2. For bonds secured with collateral, when the issuing enterprise fails to pay bond interest and principal debts, collateral shall be realised to perform the secured obligations of bonds in accordance with the regulations on obligation performance security interests and the regulations on registration of security interests.

3. For bonds eligible for payment guarantee, when the issuing enterprise fails to pay bond interest and principal, the payment guarantee institution shall perform the payment guarantee obligation for the issuing enterprise under the guarantee commitment between the payment guarantee institution and the issuing enterprise as stated in the bond issuance plan and information disclosed to investors.

4. For bonds offered in the domestic market, in case the issuing enterprise fails to make full and timely payment of bond interest and principal in Vietnam dong under the bond issuance plan disclosed to investors under Article 10 of this Decree, the enterprise may negotiate with bondholders for using other assets to pay mature bond interest and principal in adherence to the following principles:

a/ Complying with the provisions of the civil law and relevant laws; for sectors and trades subject to conditional business investment, complying also with the regulations on such sectors and trades;

b/ Being subject to approval by bondholders;

c/ Making extraordinary information disclosure and taking full responsibility for the legal status of the assets used to pay bond interest and principal in accordance with law.

5. In case the issuing enterprise uses other assets to pay mature bond interest and principal to bondholders under Clause 4 of this Article:

a/ For assets being securities registered at the Vietnam Securities Depository and Clearing Corporation, the payment shall be made via the system of the Vietnam Securities Depository and Clearing Corporation;

b/ For assets other than securities registered at the Vietnam Securities Depository and Clearing Corporation, the payment shall be made under agreements between the issuing enterprise and bondholders. The issuing enterprise shall take full responsibility for the payment to bondholders in accordance with law.

6. The issuing enterprise shall notify the Vietnam Securities Depository and Clearing Corporation of the use of other assets to pay bond interest and principal to bondholders and the change of conditions and terms of bonds as specified in Clause 4 of this Article at least 5 working days before the date of bond interest and principal payment, and shall take 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 of non-convertible bonds not linked with warrants to the international market

1. The issuing enterprise is a joint stock company or limited liability company established and operating in accordance with Vietnam’s law.

2. The issuing enterprise has a bond issuance plan approved or accepted by a competent authority under Clause 2, Article 10 of this Decree.

3. The issuing enterprise has its bond issuance plan approved or accepted by a competent authority, for issuing enterprises engaged in conditional business lines as specified by specialised laws.

4. The issuing enterprise satisfies the requirements on financial safety ratio and prudential ratio in its operation as specified by specialised laws.

5. The issuing enterprise complies 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. The issuing enterprise satisfies offering conditions under regulations applied in the markets where bonds are issued.

Article 24. Dossier of application for registration of offering of non-convertible bonds not linked with warrants to the international market

1. The bond issuance plan approved or accepted by a competent authority under Clause 2, Article 10 of this Decree and the competent authority’s decision on approval or acceptance of the bond issuance plan.

2. The State Bank of Vietnam’s document confirming that the issuance limit is within the national total limit of foreign commercial loans.

3. The competent authority’s document approving or accepting the bond issuance plan, for issuing enterprises engaged in conditional business lines as specified by specialised laws.

4. Financial statements prepared in conformity with international accounting standards or within the financial reporting framework applied in the market where the enterprise is expected to issue bonds, if so required by the market where bonds are issued.

5. Documents proving the satisfaction of conditions on financial safety ratio and prudential ratio in operation as specified by specialised laws.

6. A dossier of application for offering registration with the competent authority in the market where bonds are issued or legal opinions of an international law firm stating that the enterprise is not required to register with the host country’s competent authority when issuing bonds.

7. An application for registration of bond offering to the international market, made according to Form No. 02 provided in the Appendix to this Decree, and the decision of the Board of Directors or the Members’ Council or the Company President or the Company Owner, or the competent authority of the issuing enterprise approving the dossier, in case the issuing enterprise is a public company, securities company or securities investment fund management company.

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

1. The issuing enterprise is a joint stock company satisfying the conditions specified in Clauses 2, 3, 4, 5 and 6, Article 23 of this Decree.

2. The conversion of bonds into stocks and the exercise of warrants’ accompanying rights must comply with regulations on holding rates of foreign investors.

3. A tranche of offering of convertible bonds or warrant-linked bonds of a public company, securities company or securities investment fund management company must be at least 6 months from the closing date of the latest tranche of offering or private placement, including: private placement of stocks; private placement of convertible bonds; private placement of warrant-linked bonds; private placement of warrant-linked preferred stocks; issuance of stocks for share swap for shareholders of non-public joint stock companies, or capital contribution swap for capital contributors of limited liability companies; issuance of stocks for share swap for a specified number of shareholders in public companies; and issuance of stocks for debt swap.

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

1. The bond issuance plan approved or accepted by a competent authority under Clause 2, Article 10 of this Decree and the competent authority’s decision on approval or acceptance of the bond issuance plan.

The bond issuance plan must clearly state the proposed option on bond conversion (conditions, time limit, ratio or method of calculation of conversion prices, debt payment in case of non-conversion of bonds, approval of, or authorisation for the Board of Directors to approve, the option, ensuring that the issuance of stocks for conversion complies with the regulations on foreign holding rates, and other terms); the proposed option on exercise of warrant rights (conditions, time limit, exercise ratio, issuance price or price calculation method, debt payment, approval of, or authorisation for the Board of Directors to approve, the option, ensuring that the issuance of stocks for exercise of rights complies with the regulations on foreign holding rates; and other terms). Persons with interests related to the bond tranche may not vote.

2. The decision of the Shareholders’ General Meeting, or the Board of Directors (if authorised by the Shareholders’ General Meeting), approving the plan ensuring that the issuance of stocks for conversion of bonds into stocks and the exercise of warrants’ accompanying rights comply with the regulations on foreign holding rates.

3. The issuing enterprise’s commitment on non-violation of provisions on cross-ownership of Law No. 59/2020/QH14 on Enterprises at the time of conversion of bonds into stocks and the time of exercise of warrant rights.

4. An application for registration of bond offering to the international market, made according to Form No. 02 provided in the Appendix to this Decree, and the Board of Directors’ decision approving the dossier in case the issuing enterprise is a public company, securities company or securities investment fund management company.

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

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

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

a/ The issuing enterprise shall prepare a dossier of application for registration of the offering of non-convertible bonds not linked with warrants to the international market under Article 24 of this Decree; or a dossier of application for registration of the offering of convertible bonds and warrant-linked bonds to the international market under Article 26 of this Decree;

b/ At least 1 working day before the projected date of organising a bond tranche (the commencement date of a bond tranche), the issuing enterprise shall send the pre-offering disclosure sheet to the Stock Exchange for summarisation and reporting on corporate bond issuance under Article 40 of this Decree. The enterprise shall carry out bond offering under regulations of the market where bonds are issued.

Within 1 working day after receiving the pre-offering disclosure sheet of the issuing enterprise, the Stock Exchange shall share information on the issuing enterprise’s bond tranche via the corporate bond website with the provincial-level People’s Committee (of the locality where the issuing enterprise’s head office is located) for monitoring and summarising information on bond issuance by enterprises in the locality. The receipt of information on the tranche of private placement of corporate bonds by the provincial-level People’s Committee does not imply confirmation of and guarantee for the enterprise’s bond tranche;

c/ Within 10 days from the closing date of the bond tranche, the issuing enterprise shall disclose information on results of the bond tranche, using Form No. 08 provided in the Appendix to this Decree, and send a notice of the results to the Stock Exchange.

Within 1 working day after receiving the disclosed information on results of the bond tranche from the issuing enterprise, the Stock Exchange shall share such information via the corporate bond website with the provincial-level People’s Committee (of the locality where the issuing enterprise’s head office is located) for monitoring and summarising information on bond issuance by the issuing enterprise.

2. For the offering of bonds to the international market by public companies, securities companies and securities investment fund management companies:

a/ The issuing enterprise shall prepare a dossier of application for registration of the offering of non-convertible bonds not linked with warrants to the international market under Article 24 of this Decree; or a dossier of application for registration of the offering of convertible bonds and warrant-linked bonds to the international market under Article 26 of this Decree;

b/ The issuing enterprise shall submit the dossier of application for registration of the offering of bonds to the international market to the State Securities Commission of Vietnam. Within 7 working days after receiving a valid dossier, the State Securities Commission of Vietnam shall issue and post a notice of receipt of the enterprise’s complete dossier on its website. In case the dossier is invalid, the State Securities Commission of Vietnam shall notify such to the enterprise and clearly state the reason;

c/ After the State Securities Commission of Vietnam issues a notice of receipt of the complete dossier, the issuing enterprise shall send the pre-offering disclosure sheet to the Stock Exchange under Article 35 of this Decree and carry out bond offering under regulations of the market where bonds are issued;

d/ Within 10 days from the closing date of the bond tranche, the issuing enterprise shall send a report on results of the bond tranche, made according to Form No. 04 provided in the Appendix to this Decree, to the State Securities Commission of Vietnam;

dd/ The issuing enterprise shall disclose information on results of the bond tranche under Article 36 of this Decree and regulations of the market where bonds are issued.

Chapter IV

INFORMATION DISCLOSURE

Section 1

PRIVATE PLACEMENT OF CORPORATE BONDS IN THE DOMESTIC MARKET

Article 28. Principles of information disclosure

1. Issuing enterprises shall disclose information in a full, accurate and prompt manner in accordance with law. Issuing enterprises shall take responsibility before law and investors for the disclosed information. In case of any change in the disclosed information, an issuing enterprise shall promptly and fully disclose the change compared to the previously disclosed information and state the reason for the change.

2. The information disclosed before bond offering must not have advertising contents and may not be carried out in the mass media, except the case of information disclosure under regulations on information disclosure on the securities market.

3. Issuing enterprises being public companies shall disclose information under this Decree and the regulations on information disclosure on the securities market.

Article 29. Pre-offering information disclosure

1. At least 1 working day before the projected date of organising a bond tranche (the commencement date of a bond tranche), the issuing enterprise shall send the pre-offering disclosure sheet to investors subscribing for bond purchase and the Stock Exchange:

a/ Contents of the pre-offering disclosure sheet must comply with the Minister of Finance’s regulations;

b/ Particularly for the offering of green corporate bonds, in addition to the information to be disclosed as specified in Point a of this Clause, the issuing enterprise shall disclose information on the process of monitoring, managing and disbursing capital from green corporate bond offering under Clause 3, Article 5 of this Decree;

c/ The enterprise’s sending of the pre-offering disclosure sheet to the Stock Exchange is solely for the purpose of the Stock Exchange’s discharge of its responsibilities specified in Article 38 of this Decree.

2. For a credit institution offering bonds in multiple tranches:

a/ For the first tranche, information disclosure shall be carried out under Clause 1 of this Article;

b/ For subsequent tranches, in addition to information disclosed under Point a of this Clause, at least 1 working day before each bond tranche, the credit institution shall disclose additional information to investors subscribing for bond purchase and simultaneously send it to the Stock Exchange. Information to be additionally disclosed must comply with Points b and c, Clause 11, Article 14 of this Decree.

3. The Stock Exchange shall receive pre-offering disclosure contents under Clauses 1 and 2 of this Article for summarisation and reporting on corporate bond issuance under Article 39 of this Decree. The Stock Exchange’s receipt of the issuing enterprise’s pre-offering disclosure contents does not imply that the Stock Exchange confirms and guarantees the enterprise’s bond tranche.

Article 30. Disclosure of information on results of bond tranches

1. Within 10 days from the closing date of a bond tranche, the enterprise shall disclose information on results of the bond tranche to bondholding investors, using Form No. 07 provided in the Appendix to this Decree, and send the disclosure contents to the Stock Exchange.

2. In case the enterprise cancels a bond tranche, within 10 days from the date of completion of bond distribution, the enterprise shall disclose information to bondholding investors and send the disclosure contents to the Stock Exchange.

3. The Stock Exchange shall receive the disclosure contents on results of the bond tranche under Clause 1 of this Article for summarisation and disclosure of information on the corporate bond website under Article 38 and report on corporate bond issuance under Article 39 of this Decree.

Article 31. Periodical information disclosure

1. On a biannual basis and an annual basis of a fiscal year until its bonds are no longer outstanding, the issuing enterprise shall carry out periodical information disclosure to bondholding investors and send the disclosure contents to the Stock Exchange, specifically as follows:

a/ Carrying out biannual information disclosure within 60 days from the end of the first 6 months of the fiscal year;

b/ Carrying out annual information disclosure within 90 days from the end of the fiscal year.

2. Disclosure 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 issuing enterprise, audited by a qualified audit firm. In case the issuing enterprise is a parent company, disclosed financial statements include consolidated financial statements and the parent company’s financial statements reviewed or audited by a qualified audit firm;

b/ The document on bond interest and principal payment;

c/ Biannual and annual reports on the use of bond proceeds until such proceeds are fully disbursed or until the issuing enterprise has no outstanding bonds, whichever comes first. The report on the use of bond proceeds shall be audited by a qualified audit firm;

d/ The report on the realisation of commitments of the issuing enterprise towards bondholders;

dd/ For green corporate bonds, in addition to the contents specified in Points a, b and d of this Clause, the issuing enterprise shall make an annual report on monitoring and use of bond proceeds with review opinions of a qualified audit firm; and reports on disbursement progress, project implementation progress, and environmental impact assessment.

3. Within 5 working days from the date the bonds no longer outstanding, the issuing enterprise shall disclose information to bondholding investors and send the disclosure contents to the Stock Exchange on the proper fulfilment of obligations towards investors, including full payment of bond interest and principal under the Minister of Finance’s guidance.

4. In case bonds bear a floating interest rate or a combination of fixed and floating interest rates, the issuing enterprise shall disclose information to bondholding investors and the Stock Exchange on actual interest rates applied to interest calculation periods at least 1 working day before the time of interest payment to bondholding investors under the Minister of Finance’s guidance.

5. The Stock Exchange shall receive periodical information disclosed by the bond-issuing enterprise for summarisation and disclosure of information on the corporate bond website under Article 38 of this Decree and report on corporate bond issuance under Article 39 of this Decree.

Article 32. Extraordinary information disclosure

1. The issuing enterprise shall carry out extraordinary information disclosure under the Minister of Finance’s guidance to bondholding investors and send the disclosure contents to the Stock Exchange within 24 hours after one of the following events occurs:

a/ The enterprise has its business activities temporarily ceased, has its operation suspended, has its business activities terminated, or has its enterprise registration certificate or business licence or another legal paper of equivalent validity revoked in accordance with law; or receives a decision on enterprise reorganisation or transformation;

b/ There is a change in information contents compared to the information disclosed upon bond offering, which affects the capability to pay bond interest and principal;

c/ The conditions and terms of issued bonds are changed, or the bondholders’ representative is replaced or the issuance purpose of the bond tranche is changed;

d/ The payment of bond interest and principal under the disclosed bond issuance plan is delayed;

dd/ Results of negotiations with investors are obtained in case of delayed payment of bond interest and principal; and bond interest and principal payment is made after the delayed payment period;

e/ Premature bond redemption is mandatory;

g/ The enterprise receives a legally effective court judgment or decision related to the company’s operation, or a decision on sanctioning of violations of the tax laws;

h/ The legal representative is replaced, appointed, re-appointed or removed from office;

i/ Other extraordinary events affecting the enterprise’s capability to pay bond interest and principal.

2. The issuing enterprise shall carry out extraordinary information disclosure under Clause 1 of this Article until the bonds are no longer outstanding.

3. The Stock Exchange shall receive the disclosure contents under Clause 1 of this Article for disclosing information on the corporate bond website under Article 38 of this Decree and implement the regime of reporting on corporate bond issuance under Article 39 of this Decree.

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

1. Within 5 working days from the date of completion of the conversion of bonds into stocks or the date of exercise of warrant rights, the issuing enterprise shall send the disclosure contents to the Stock Exchange.

2. For premature bond redemption or bond swap:

a/ At least 10 days before the date of premature bond redemption or bond swap, the issuing enterprise shall disclose information to bondholding investors on premature bond redemption or bond swap, including the method of organising the redemption or swap; conditions and terms of the redemption or swap; and value of the redeemed or swapped bonds under the plan approved by the competent authority;

b/ Within 10 days from the date of completion of premature bond redemption or bond swap, the issuing enterprise shall report thereon to the authority that has approved or accepted the bond issuance plan and simultaneously send the disclosure contents to the Stock Exchange.

3. In case the State Securities Commission of Vietnam decides to terminate, cancel the termination of, or cancel, a bond tranche under the law on securities, within 7 working days after the bond tranche is terminated, has its termination cancelled, or is cancelled, the issuing enterprise shall disclose information on the termination, termination cancellation or cancellation of the bond tranche on 1 electronic newspaper or printed newspaper for 3 consecutive issues.

4. The disclosure contents specified in Clauses 1 and 2 of this Article must comply with the Minister of Finance’s regulations.

5. The Stock Exchange shall receive disclosure contents under Clause 1; and Point b, Clause 2, of this Article for summarisation and disclosure of information on the corporate bond website under Article 38 of this Decree and report on corporate bond issuance under Article 39 of this Decree.

Section 2

OFFERING OF CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 34. Principles of information disclosure

1. Enterprises shall carry out information disclosure under regulations of the market where bonds are issued and this Decree.

2. Issuing enterprises shall take responsibility before law for disclosed information and the accuracy, completeness and timeliness of disclosed information.

Article 35. Pre-offering information disclosure

1. At least 1 working day before the projected date of organising a tranche of bond offering to the international market (the commencement date of a bond tranche), the issuing enterprise shall send the pre-offering disclosure sheet to the Stock Exchange. Contents of the pre-offering disclosure sheet must comply with the Minister of Finance’s regulations.

2. The Stock Exchange shall receive pre-offering disclosure contents under Clause 1 of this Article for summarisation and reporting on corporate bond issuance to the international market under Article 39 of this Decree. The Stock Exchange’s receipt of the issuing enterprise’s disclosure contents does not imply that the Stock Exchange confirms and guarantees the enterprise’s bond tranche.

Article 36. Disclosure of information on results of bond tranches

1. Within 10 days from the closing date of a bond tranche, the issuing enterprise shall send disclosure contents on results of the bond tranche, using Form No. 08 provided in the Appendix to this Decree, to the Stock Exchange.

2. In case the enterprise cancels the bond tranche, within 10 days from the date of completion of bond distribution, the enterprise shall disclose information and send the disclosure contents to the Stock Exchange.

3. The Stock Exchange shall receive the disclosure contents on results of the bond tranche of the enterprise under Clause 1 of this Article for summarisation and disclosure of information on the corporate bond website under Article 38 of this Decree and report on corporate bond issuance to the international market under Article 39 of this Decree.

Article 37. Periodical and extraordinary information disclosure

1. On a biannual basis and an annual basis of a fiscal year until its bonds are no longer outstanding, the issuing enterprise shall send periodical disclosure contents to the Stock Exchange, specifically as follows:

a/ Carrying out biannual information disclosure within 60 days from the end of the first 6 months of the fiscal year;

b/ Carrying out annual information disclosure within 90 days from the end of the fiscal year.

2. Periodical disclosure contents include the following documents:

a/ Reviewed biannual financial statements and annual financial statements of the issuing enterprise, audited by a qualified audit firm. In case the issuing enterprise is a parent company, its disclosed financial statements include consolidated financial statements and the parent company’s financial statements reviewed or audited by a qualified audit firm;

b/ The document on bond interest and principal payment;

c/ Biannual and annual reports on the use of bond proceeds until such proceeds are fully disbursed or until the issuing enterprise has no outstanding bonds, whichever comes first;

d/ The report on the realisation of commitments of the issuing enterprise towards bondholders.

3. Within 5 working days from the date of completion of the conversion of bonds into stocks, exercise of warrant rights, premature bond redemption or bond swap, the issuing enterprise shall send the disclosure contents to the Stock Exchange.

4. Within 5 working days from the date the bonds are no longer outstanding, the issuing enterprise shall disclose information to the Stock Exchange on the proper fulfilment of obligations towards investors, including full payment of bond interest and principal.

5. The issuing enterprise shall carry out extraordinary information disclosure within 24 hours after one of the following events occurs:

a/ The enterprise has its business activities temporarily ceased, has its operation suspended, has its business activities terminated, or has its enterprise registration certificate or business licence or another legal paper of equivalent validity revoked in accordance with law; or receives the decision on enterprise reorganisation or transformation;

b/ The payment of bond interest and principal under the disclosed bond issuance plan is delayed;

c/ Premature bond redemption, bond swap or conversion of bonds into stocks is carried out or warrant rights (if any) are exercised;

d/ Reports on other extraordinary information (if any) of the issuing enterprise are made.

6. The disclosure contents specified in Clauses 2, 3, 4 and 5 of this Article must comply with the Minister of Finance’s regulations.

7. The Stock Exchange shall receive the disclosure contents of the issuing enterprise under Clauses 1, 2, 3, 4 and 5 of this Article for summarisation and disclosure of information on the corporate bond website under Article 38 of this Decree and report on corporate bond issuance under Article 39 of this Decree.

Chapter V

CORPORATE BOND WEBSITE AND REPORTING REGIME

Article 38. Corporate bond website at the Stock Exchange

1. The Stock Exchange shall:

a/ Summarise information based on information contents received from issuing enterprises to carry out information disclosure on the corporate bond website under Clause 2 of this Article and implement the reporting regime of the Stock Exchange under Clause 4, Article 39 of this Decree;

b/ Formulate regulations on receipt and monitoring of information disclosure and reports applicable to issuing enterprises, and organisations engaged in bidding, underwriting and agency for bond issuance, and operation of the corporate bond website, and submit them to the Vietnam Stock Exchange for promulgation after consulting the State Securities Commission of Vietnam; and organise, manage and operate the corporate bond website.

2. The corporate bond website must have the following contents:

a/ Information on corporate bond issuance in the domestic market, including: name of the issuing enterprise, certain financial indicators (outstanding bonds (including all forms of bond borrowing), debt-to-equity ratio, outstanding bonds (including all forms of bond borrowing)-to-equity ratio, interest coverage ratio (pre-tax profits and loan interest/loan interest)), bond ticker, offering targets of each bond ticker, issuance interest rate, issuance date, value, par value, maturity date, bond principal and interest payment report, extraordinary information disclosure, credit rating results for bonds subject to credit rating under regulations, and credit rating results for the issuing enterprise (if any);

b/ Information on bond issuance to the international market, including: name of the issuing enterprise, issuance date, value, par value, maturity date, market where bonds are issued, and bond interest and principal payment;

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

d/ Information on conversion of bonds into stocks, exercise of warrant rights, premature bond redemption, and bond swap (if any);

dd/ Other information as agreed upon between the Stock Exchange and the issuing enterprise to be provided to eligible information recipients under the regulation on receipt of information and reports and monitoring of the disclosure thereof, and operation of the corporate bond website, promulgated by the Vietnam Stock Exchange;

e/ Information on cases in which the issuing enterprise fails to fully pay bond interest and principal, uses bond proceeds for improper purposes, or fails to fulfill commitments to investors, and cases in which the issuing enterprise is subject to mandatory premature bond redemption according to reports of the organisation engaged in bidding, underwriting and agency for bond issuance, and bondholders’ representative, and information disclosed by the issuing enterprise (if any).

3. Investors and bond-issuing enterprises shall access the corporate bond website to acquire information on corporate bond issuance under the regulation on receipt of information and reports and monitoring of the disclosure thereof, and operation of the corporate bond website promulgated by the Vietnam Stock Exchange.

Article 39. Reports of advisory organisations on bond offering dossiers, organisations engaged in bidding, underwriting and agency for bond issuance, bondholders’ representatives, the Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation

1. Advisory organisations on bond offering dossiers shall submit quarterly and annual reports to the State Securities Commission of Vietnam.

2. Bondholders’ representatives shall submit quarterly and annual reports to the Stock Exchange, and submit reports in case of detecting that issuing enterprises commit acts of law violation in fulfilling commitments towards investors.

3. Organisations engaged in bidding, underwriting and agency for bond issuance shall submit quarterly and annual reports to the Stock Exchange.

4. Reporting regime of the Stock Exchange:

a/ The Stock Exchange shall submit quarterly and annual reports to the State Securities Commission on the status of corporate bond offering and trading, including offerings in the domestic market and offerings to the international market;

b/ In addition to the periodical reporting regime specified in Point a of this Clause, the Stock Exchange shall submit extraordinary reports to the State Securities Commission of Vietnam at the request of management authorities.

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

a/ The Vietnam Securities Depository and Clearing Corporation shall submit quarterly and annual reports to the State Securities Commission of Vietnam on the registration, depository, ownership transfer and investor structure of privately placed corporate bonds in the domestic market;

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

6. The reporting regime of advisory organisations on bond offering dossiers, bondholders’ representatives, organisations engaged in bidding, underwriting and agency for bond issuance, the Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation must comply with the Minister of Finance’s regulations.

Chapter VI

MANAGEMENT, SUPERVISION, AND RESPONSIBILITIES OF RELATED AGENCIES AND ORGANISATIONS

Article 40. Responsibilities of the Stock Exchange

1. To summarise information on corporate bond issuance for disclosing information on the corporate bond website, and implement the reporting regime under this Decree and the Minister of Finance’s regulations.

2. To organise and supervise the trading of privately placed corporate bonds at the Stock Exchange under this Decree and the Minister of Finance’s regulations.

3. To manage and supervise the performance of information disclosure and reporting obligations by issuing enterprises, and organisations engaged in bidding, underwriting and agency for bond issuance under this Decree and the Minister of Finance’s guidance.

4. In case of detecting violations in the performance of information disclosure and reporting obligations and the trading of privately placed corporate bonds at the Stock Exchange, to request in writing issuing enterprises and related individuals and organisations to provide explanations and additional information, handle violations under the regulations of the Vietnam Stock Exchange, and report them to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

5. To formulate regulations on receipt of information and reports and monitoring of the disclosure thereof, and operation of the corporate bond website, and regulations on trading of privately placed corporate bonds, and submit them to the Vietnam Stock Exchange for promulgation after consulting the State Securities Commission of Vietnam.

6. To share information and data from the corporate bond website with provincial-level People’s Committees and the State Securities Commission of Vietnam for them to perform responsibilities under this Decree.

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

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

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

2. To monitor the compliance of issuing enterprises and depository members with regulations on registration and depository, exercise of rights, ownership transfer, and payment for trading of privately placed corporate bonds under this Decree and the Minister of Finance’s regulations.

3. To implement the reporting regime under this Decree and the Minister of Finance’s regulations.

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

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

Article 42. Responsibilities of the State Securities Commission

1. To receive information and data on privately placed non-convertible corporate bonds not linked with warrants of public companies shared from the corporate bond website of the Stock Exchange for monitoring and summarising information on corporate bond issuance; 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; to manage and supervise the capital mobilisation from bond issuance by securities companies and securities investment fund management companies, as well as the provision of services by securities companies in accordance with the law on securities.

2. To manage and supervise the registration and depository, exercise of rights, ownership transfer, and payment for trading of privately placed corporate bonds by the Vietnam Securities Depository and Clearing Corporation; and information disclosure, implementation of the reporting regime, and trading of privately placed corporate bonds by the Stock Exchange under this Decree; in case of detecting signs of violation, to conduct inspection and examination for the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation.

3. Based on supervisory reports of the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation, to handle violations in corporate bond offering and trading according to its competence and under this Decree; to inspect and examine issuing enterprises that are public companies, securities companies, securities investment fund management companies, advisory organisations on bond offer dossiers, and organisations engaged in bidding, underwriting and agency for privately placed corporate bonds upon detecting signs of violation of this Decree.

4. To give its opinions on regulations of the Vietnam Stock Exchange and the Vietnam Securities Depository and Clearing Corporation under Clause 5, Article 40 and Clause 5, Article 41 of this Decree.

Article 43. Responsibilities of the Ministry of Finance

1. To regulate information disclosure and regime of reporting on private placement and trading of corporate bonds in the domestic market and offering of corporate bonds to the international market; registration and depository, exercise of rights, ownership transfer, payment for trading, and organisation of the domestic market for trading of privately placed corporate bonds; and the sharing of information and data from the corporate bond website with provincial-level People’s Committees and the State Securities Commission of Vietnam.

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

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

4. To summarise and evaluate the practical operation of the corporate bond market under this Decree in order to propose the Government to promulgate or revise mechanisms and policies.

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

1. Provincial-level People’s Committees shall:

a/ Receive information and data on corporate bonds of companies other than public companies, securities companies or securities investment fund management companies shared from the corporate bond website of the Stock Exchange for monitoring and summarisation of information on bond issuance by enterprises with head offices located in their localities;

b/ Inspect and examine issuing enterprises other than public companies, securities companies or securities investment fund management companies with head offices located in their localities when detecting signs of violation of this Decree, and handle violations in corporate bond offering and trading according to their competence and under this Decree;

c/ Notify the Ministry of Finance of results of the monitoring and summarisation of information on bond issuance by enterprises with head offices located in their localities, and results of inspection, examination, and handling of violations before March 31 every year for the Ministry of Finance to summarise and evaluate the operation of the corporate bond market. Forms, formats and methods of notification must comply with the Minister of Finance’s regulations.

2. Provincial-level business registration agencies shall provide information on enterprise registration contents and the legal status of enterprises that is kept in the National Business Registration Database when requested by state agencies competent to carry out inspection, examination and supervision under this Decree. In case electronic information systems of state agencies competent to carry out inspection, examination and supervision and the National Information System on Business Registration have been connected with shared data, the provision of information shall be carried out by electronic means.

Article 45. Responsibilities of the State Bank of Vietnam

1. To manage and supervise credit institutions in mobilising capital from bond issuance in accordance with the law on credit institutions; to coordinate with the Ministry of Finance in inspecting and examining corporate bond offering activities of credit institutions under this Decree.

2. To add operations of receiving and managing collateral for corporate bonds to licences of commercial banks and foreign bank branches in accordance with the law on credit institutions.

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

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

1. Inspection agencies shall, within the ambit of their assigned functions and tasks, inspect and examine the compliance with this Decree’s provisions on corporate bond offering and trading.

2. Related ministries and sectors shall, within the ambit of their assigned functions and tasks, coordinate with one another in inspecting and examining the compliance with this Decree’s provisions on corporate bond offering and trading.

Chapter VII

HANDLING OF VIOLATIONS, SETTLEMENT OF DISPUTES, AND COMPENSATION FOR DAMAGE

Article 47. Handling of violations

1. Organisations and individuals that commit acts of violating this Decree’s provisions and relevant regulations on corporate bond offering and trading activities shall, depending on the nature and severity of their violations, be administratively sanctioned or examined for penal liability.

2. The sanctioning of administrative violations in corporate bond offering and trading activities must comply with regulations on sanctioning of administrative violations in the field of securities and the securities market and relevant regulations.

Article 48. Settlement of disputes and compensation for damage

1. In case lawful rights and interests of organisations and individuals in corporate bond private placement and trading activities are infringed upon, or disputes arise from such activities in the domestic market, the protection of lawful rights and interests or the settlement of disputes shall be carried out through negotiation and mediation, or by Vietnamese Arbitrations or Courts in accordance with law.

2. Subjects infringing upon lawful rights and interests of organisations and individuals in corporate bond private placement and trading activities and causing damage shall pay compensation and perform other civil liabilities in accordance with agreements, the Civil Code, and relevant laws.

3. The competence and procedures for protecting lawful rights and interests of organisations and individuals or settling disputes arising from corporate bond private placement and trading activities must comply with law.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 49. Effect

1. This Decree takes effect on June 5, 2026.

2. The Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement and trading of corporate bonds in the domestic market and offering of corporate bonds to the international market; Decree No. 65/2022/ND-CP of September 16, 2022, amending and supplementing a number of articles of Decree No. 153/2020/ND-CP, and Decree No. 08/2023/ND-CP of March 5, 2023, amending and supplementing, or terminating the effect of, a number of articles of the Decrees on private placement and trading of corporate bonds in the domestic market and offering of corporate bonds to the international market, cease to be effective on the effective date this Decree, except the cases specified in Clauses 2, 4, 6, 8 and 9, Article 50 of this Decree.

Article 50. Transitional provisions

1. For corporate bonds issued before the effective date of this Decree and still outstanding as of the effective date of this Decree, the reporting and information disclosure regimes must comply with this Decree and the Minister of Finance’s regulations, except the case specified in Clause 2 of this Article.

2. Corporate bonds issued before the effective date of Decree No. 153/2020/ND-CP and still outstanding shall continue to be registered, deposited, and have their trading registered under approved or accepted bond issuance plans. Bond registration and depository organisations shall continue implementing the reporting regime under Article 33 of Decree No. 153/2020/ND-CP.

3. The registration, depository and trading registration of corporate bonds issued from the effective date of Decree No. 153/2020/ND-CP to the effective date of this Decree and still outstanding must comply with this Decree.

4. For corporate bonds issued before the effective date of this Decree and still outstanding, or with pre-offering disclosure sheets sent by the issuing enterprises to the Stock Exchange before the effective date of this Decree and with bond tranches not yet completed, if their payment is secured by collateral being shares, stocks, bonds or capital contributions of the issuing enterprises themselves, such collateral may continue to be used to secure payment obligations for bonds until the issuing enterprises fully pay bond interest and principal.

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

a/ Compliance with regulations on changes in bond terms and conditions in Points a and b, Clause 4, Article 5 of this Decree;

b/ In case of extension of bond maturity, the extension must not exceed 2 years compared to the maturity stated in the bond issuance plan disclosed to investors;

c/ In case bondholders do not approve a change in conditions and terms of bonds, the issuing enterprise shall negotiate with bondholders to ensure the rights and interests of investors. In case the change in conditions and terms of bonds has been approved by bondholders representing 65% or more of the total bonds, but there are bondholders that do not approve the negotiation plan, the issuing enterprise shall fully perform obligations towards such bondholders under 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, changes in their conditions and terms must continue complying with Decree No. 65/2022/ND-CP.

7. In case of private placement of corporate bonds in the domestic market, if the Stock Exchange has received the pre-offering information sheet on results of a bond tranche from the issuing enterprise before the effective date of this Decree and the bond tranche has not yet been completed, it is not required to comply with Clause 6, Article 15 and Point e, Clause 2, Article 17 of this Decree.

8. In case commercial banks or foreign bank branches sign contracts on provision of issuance agency services before the effective date of this Decree, such commercial banks or foreign bank branches and issuing enterprises shall continue to perform the signed contracts. The modification, supplementation or extension of contracts may only be made if it complies with this Decree.

9. In case of bond offering in multiple tranches in which the enterprise sends the pre-offering disclosure sheet for the first tranche to the Stock Exchange before the effective date of this Decree, such bond offering in multiple tranches may continue to be carried out under Decree No. 153/2020/ND-CP, which is amended and supplemented by Decree No. 65/2022/ND-CP and Decree No. 08/2023/ND-CP.

Article 51. Organisation of implementation

1. If the legal documents referred to for application in this Decree are amended, supplemented or replaced, the amending, supplementing or replacing documents shall apply.

2. Ministers, heads of ministerial-level agencies, Chairpersons of provincial-level People’s Committees, Shareholders’ General Meetings, Boards of Directors, Members’ Councils, Company Presidents, Chief Executive Officers of bond-issuing enterprises, and related organisations and individuals shall implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
NGUYEN VAN THANG

* The Appendix to this Decree is not translated.