Decree 65/2022/ND-CP private placement of corporate bonds, trading of privately placed corporate bonds

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ATTRIBUTE

Decree No. 65/2022/ND-CP dated September 16, 2022 of the Government amending and supplementing a number of articles of Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market
Issuing body: GovernmentEffective date:
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Official number:65/2022/ND-CPSigner:Le Minh Khai
Type:DecreeExpiry date:Updating
Issuing date:16/09/2022Effect status:
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Fields:Enterprise , Finance - Banking , Securities

SUMMARY

Shorten the time limit for disclosing information about results of the private placement of bonds

On September 16, 2022, the Government issues the Decree No. 65/2022/ND-CP amending and supplementing a number of articles of Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market.

According to the new regulation, to increase the par value of bonds privately placed/offered in the domestic market to VND 100,000,000 or its multiples, instead of VND 100,000 or its multiples. Besides, the identification of professional securities investors to purchase privately placed corporate bonds is also stricter. To be specific:

The investors must ensure that the list of securities listed and registered for trading, held by investors has a value of at least VND 2 billion, which is determined by the daily average market value of the securities portfolio for at least 180 consecutive days prior to the date of determination of the professional securities investor status, excluding the value of loans for margin trading and the value of securities for redemption.

Noticeably, the Government also decide to shorten the time limit for disclosing information about results of the private placement of bonds from 10 days to 5 working days: Within 5 working days after completing a private placement of bonds, a corporation shall disclose information about results of the private placement of bonds to bond-holding investors and send the disclosed information to the concerned Stock Exchange. 

This Decree takes effect on September 16, 2022.

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Effect status: Known

THE GOVERNMENT

_______

No. 65/2022/ND-CP

THE SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

_________________________

Hanoi, September 16, 2022

 

DECREE

Amending and supplementing a number of articles of Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market

____________________

 

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

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

At the proposal of the Minister of Finance;

The Government hereby promulgates the Decree amending and supplementing a number of articles of Decree No. 153/2020/ND-CP dated December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market (hereinafter referred to as Decree No. 153/2020/ND-CP).

 

Article 1. Amending and supplementing a number of articles of Decree No. 153/2020/NĐ-CP as follows:

1. To amend Clause 4 Article 4 as follows:

“4. “Secured bond” means a type of bond for which the interest and principal payment wholly or partially secured with assets of the bond-issuing corporation or with assets of a third party according to the provisions of law on guarantee of performance of obligations; or receive a payment guarantee from credit institutions, foreign bank branches, overseas financial institutions, or international financial institutions in accordance with law.”

2. To amend Clause 2 Article 5 as follows:

“2. Bond issuance purposes are to implement programs and investment projects, or restructure debts of issuing corporations or bond issuance purposes specified in specialized laws.  Corporations shall state bond issuance purposes in their bond issuance plans as specified in Article 13 of this Decree and disclose information to investors that register to purchase bonds. Capital raised through corporate bond issuance shall be used for purposes stated in bond issuance plans and information disclosed to investors.”

3. To add Clauses 4 and 5 Article 5 as follows:

“4. For bonds issued in the domestic market, corporations may only change the conditions and terms of bonds specified in Article 6 of this Decree when satisfying the following provisions:

a) Being approved by a competent authority of a bond-issuing corporation;

b) Being approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation;

5. Information on the change of conditions and terms of bonds must be unusually disclosed by the bond-issuing corporation according to Article 22 of this Decree.”

4. To amend Point a Clause 4 Article 6 as follows:

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

5. To amend and supplement Article 7 as follows:

“Article 7. Premature redemption of bonds, bond swap

1. A bond-issuing corporation may prematurely redeem bonds or swap bonds. Premature redemption of bonds offered to the international market must comply with the State Bank of Vietnam’s regulations on foreign exchange management. Prematurely redeemed bonds shall be revoked.

2. Organizations and individuals competent to approve bond issuance plans have the competence to approve plans on premature redemption or swap of bonds, except for the case of compulsory redemption of bonds before maturity as prescribed at Point b Clause 3 of this Article.

3. Cases of premature redemption of bonds include:

a) Premature redemption of bonds under the agreement between the bond-issuing corporations and the bondholders.

b) Compulsory redemption at the request of investors when:

- Bond-issuing corporations violate the law on offering and trading corporate bonds under a decision of the competent authority, which cannot be remedied or the remedy is not approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation.

- Bond-issuing corporations violate bond issuance plans, which cannot be remedied or the remedy is not approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation.

- Other cases specified in bond issuance plans as prescribed in Article 13 of this Decree (if any).

4. The provisions at Point b Clause 3 of this Article do not apply to cases where bonds are revoked under a decision of a competent authority.”

6. To amend Article 8 as follows:

“Article 8. Bond purchasers

1. Investors eligible for bond purchase

Investors eligible for purchase of non-convertible bonds not linked with warrants are professional securities investors as specified in the securities law.

Investors eligible for purchase of convertible bonds and warrant-linked bonds are professional securities investors and strategic investors provided that the number of strategic investors must be fewer than 100.

c) Professional securities investors are investors that are financially capable or professionally qualified for securities activities as prescribed in Article 11 of the Law on Securities. Institutions responsible for identifying professional securities investors and professional securities investor identification papers must comply with Articles 4 and 5 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, detailing a number of articles of the Law on Securities and amending, supplementing or replacing documents (hereinafter referred to as Decree No. 155/2020/ND-CP), except for the identification of professional securities investors specified at Point d of this Clause.

d) The identification of professional securities investors being individuals under Point d Clause 1 Article 11 of the Law on Securities to purchase privately placed corporate bonds shall ensure that the list of securities listed and registered for trading, held by investors has a value of at least VND 2 billion, which is determined by the daily average market value of the securities portfolio for at least 180 consecutive days prior to the date of determination of the professional securities investor status, excluding the value of loans for margin trading and the value of securities for redemption. The identification of professional securities investors specified at this Point is valid within 03 months from the date of confirmation.

2. Responsibilities of bond purchasers

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

b) To clearly understand risks arising from bond investment and trading; to clearly understand and comply with regulations on investors, the trading in privately placed corporate bonds as prescribed in this Decree and relevant laws.

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

d) Before purchasing bonds (both on the primary and secondary markets), investors must sign documents certifying that they have complied with the provisions of Points a, b, and c of this Clause and are responsible for their decision to buy bonds after signing this confirmation. The written certification shall be made according to the form specified in Appendix V attached to this Decree and be archived in placement/offering dossiers when issuing bonds or at the securities company where investors conduct bond trading in accordance with law.

dd) To conduct bond transactions as prescribed in Article 16 of this Decree; not sell or contribute capital to invest in bonds with investors who are not professional securities investors in any form. The capital mobilization and purchase and investment of corporate bonds by credit institutions, foreign bank branches and fund management companies shall comply with specialized laws.

e) When selling bonds on the secondary market, it is required to provide full disclosure of information of bond-issuing corporations as prescribed in this Decree to bond purchasers.

3. Rights and benefits of bond purchasers

a) To access sufficient information disclosed by bond-issuing corporations in accordance with this Decree and dossiers of bond private placement/offering registration if they so wish.

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

c) To request bond-issuing corporations to prematurely redeem bonds as prescribed in Clause 3 Article 7 of this Decree.

d) To request bond sellers to provide full disclosure of information of bond-issuing corporations as prescribed in this Decree when buying bonds on the secondary market.

4. In case investors violate the provisions of law, they shall be administratively sanctioned according to the provisions on sanctioning of administrative violations in the field of securities and securities market or criminally handled depending on the nature and seriousness of the violation."

5. To amend Clause 2 Article 10 as follows:

“2. A bond distribution period of each private placement/offering must not exceed 30 days from the date of information disclosure prior to the private placement/offering. The total period of multiple private placements/offerings must not exceed 06 months from the issuance date of the first private placement/offering.”

8. To amend Point c Clause 1 Article 11 as follow:

“c) Corporations shall organize bond private placement/offering by a method specified in Article 14 of this Decree.  They shall complete the bond distribution within 30 days from the date of information disclosure prior to the private placement/offering.”

9. To amend Clauses 2, 3 and 4 Article 12 as follows:

“2. A bond private placement/offering dossier must comprise:

a) A bond issuance plan specified in Clause 1 Article 13 of this Decree;

b) A document proving the satisfaction of conditions for bond private placement/offering specified in Articles 9 and 10 of this Decree;

c) A document disclosing information on bond private placement/offering specified in this Decree and under the Ministry of Finance’s guidance;

d) Contracts signed between the bond-issuing corporation and bond private placement/offering-related service providers, including:

- Contracts signed with an institution providing counseling on bond private placement/offering dossiers;

- Contracts signed with bond issuance bidding or underwriting institutions or bond issuance agents, depending on bond private placement/offering methods specified in Article 14 of this Decree, unless credit institutions directly sell bonds to bond investors;

- Contracts signed with representatives of bondholders in accordance with the law on securities (if any) to supervise the realization of bond-issuing corporations’ commitments; In case of bond private placement/offering to individual professional securities investors, a bond private placement/offering dossier must comprise contracts signed with the representative of bondholders as prescribed in Clause 7 Article 14 of this Decree and regulations of securities law;

- Contracts signed with collateral management agents for secured bonds (if any);

- Contracts signed with other institutions related to the bond private placement/offering (if any).

dd) Periodic reports on the use of proceeds from bond issuance for outstanding bonds as prescribed at Point c Clause 2 Article 21 of this Decree.

e) Results of credit rating for the bond-issuing corporation if the bond-issuing corporation falls under the circumstances under which credit rating is required and the time of application as prescribed in Clause 2 Article 19 and Clause 3 Article 310 of Decree No. 155/2020/ND-CP.

g) A decision on approval of the bond issuance plan;

h) A written approval of a competent state management agency specified in specialized laws (if any);

i) A written certification by the bank or foreign bank branch where the corporation opens an account for receiving payment for non-convertible bonds or without warrant-linked bonds or opens an escrow account for receiving payment for convertible bonds or warrant-linked bonds of the bond private placement/offering. In case the bond-issuing corporation is a commercial bank, there must be a written certification by that bank that it has received sufficient proceeds from the bond private issuance;

k) For private placement of convertible bonds or warrant-linked bonds of public companies, securities companies and securities investment fund management companies, in addition to the documents specified at Points a, b, c, d, dd, e, g, h and i of this Clause, a bond private placement/offering dossier must comprise:

- A written registration for private placement/offering, made according to the form provided in Appendix I to this Decree.

- A copy of the decision of the Shareholders’ General Meeting/Board of Directors approving the bond private placement/offering dossier.

- The corporation’s commitments on non-violation of provisions on cross-ownership of the Law on Enterprises at the time of conversion of bonds into stocks and exercise of warrant rights.

l) For secured bonds, in addition to the documents specified at Points a, b, c, d, dd, e, g, h and i of this Clause, a bond private placement/offering dossier must comprise documents on the legal status of collaterals, documents on the valuation of collaterals, by organizations with the function of price appraisal and documents on the registration of security interests in accordance with the law on registration security measures, documents and information on the payment order of investors holding bonds when handling collaterals for debt payment.

m) A written certification of bond purchasers as prescribed at Point d Clause 2 Article 8 of this Decree.

n) A written certification from the bidding organization, underwriter or bond issuing agent that the proceeds from the bond private placement/offering have been transferred to the issuing corporation’s account for receiving payment. In case the bond-issuing corporation is a commercial bank, there must be a written certification by that bank that it has received sufficient proceeds from the bond private issuance.

o) The other documents related to the bond private placement/offering (if any).

3. In addition to the documents specified in Clause 2 of this Article, a dossier for multiple private placements/offerings of bonds must also comprise:

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

b) Updated information on bond private placement/offering and use of capital raised through previous private placements/offerings under the bond issuance plan;

c) Updated information on financial status of the bond-issuing corporation in case the interval between two consecutive bond private placements/offerings is 03 months or more and in case the current bond private placement/offering is not in the same fiscal year with the previous one.

4. A financial statement of the year preceding the year of bond issuance in the bond private placement/offering dossier shall be audited by a qualified audit firm. Auditor’s opinions for such financial statement must be unqualified opinions. In case an auditor’s opinion is a qualified opinion, the exception does not impact private placement/offering conditions. A bond-issuing corporation must have documents on reasonable explanations about, and an audit firm’s certification of, impacts of the exception.

a) In case the corporation privately places/offers bonds within 90 days from the last day of the annual accounting period without producing an audited financial statement of the year preceding the year of bond issuance or without producing an audited consolidated financial statement of the year preceding the year of bond issuance, it may use its biannual financial statement or financial statements of the fourth quarter of the year preceding the year of bond issuance/financial statements of the latest month of the year of bond issuance. Financial statements must be reviewed or audited by a qualified audit firm. Within 20 days after obtaining audit results of its annual financial statement, the corporation shall disclose them to bond-holding investors.

b) In case the bond-issuing corporation is a parent company, financial statements in its bond private placement/offering dossier include the audited consolidated financial statement of the year preceding the year of bond issuance and audited financial statement of the year preceding the year of bond issuance. Within 90 days from the last day of the annual accounting period, if the corporation cannot produce the audited financial statement of the year preceding the year of bond issuance or audited consolidated financial statement of the year preceding the year of bond issuance, it shall comply with Point a of this Clause.”

10. To amend Clause 1 Article 13 as follows:

“1. Bond-issuing corporations shall prepare bond issuance plans including the following principal contents:

a) Information on the corporation (name, type and head office of the corporation, and enterprise registration certificate or business registration certificate or license of equivalent validity as specified by law); account number receiving payment of bond private placement/offering;

b) Bond issuance purposes, covering information on programs and investment projects (including specific legal status and investment risks of program or projects); structured debts (specifically the value and term of the structured debts). For credit institutions and securities companies, bond issuance purposes must include to increase tier-2 capital or use them for lending, investment or purposes specified in specialized laws.

c) Explanation of the satisfaction of conditions for bond private placement/offering specified in Articles 9 and 10 of this Decree;

d) Conditions and terms of bonds planned to be privately placed/offered. For multiple private placements/offerings of bonds, it is required to plan the number of private placements/offerings, bond volume and time of each private placement/offering. For secured bond, it is required to specify the type of collaterals and the value of the collaterals to be valued by organizations with the function of price appraisal, the legal status of collaterals, the registration of security interests in accordance with the law on registration of security interests and the order of payment of bond-holding investors when handling collaterals for debt payment.

dd) A plan on conversion of bonds into stocks in case of private placement/offering of convertible bonds (conditions, time limit, ratio or methods of calculating conversion prices, compliance with provisions on foreign holding rate specified by law, and other terms);

e) A plan on exercise of warrant rights in case of private placement/offering of warrant-linked bonds (conditions for exercise of rights, time limit, ratio, prices or price calculation method, compliance with provisions on foreign holding rate as specified by law, and other terms);

g) Cases, conditions and terms and commitments of bond-issuing corporations on premature redemption of bonds or bond swap;

h) A number of financial norms (if any) of the corporation in 03 consecutive years preceding the year of bond issuance and changes occurring after the issuance, such as:

- Equity (specify the owner's investment capital, funds deducted from after-tax profit and undistributed profit after tax, difference in asset revaluation, exchange rate difference, etc.);

- Total debt including bank loans, debt from bond issuance and other payables (specify payables);

- Capital structure norms include debt-to-total assets-ratio and debt-to-equity ratio;

- Norms of solvency include short-term ratio (current assets/current debt), quick ratio ((current assets - inventory)/current debt);

- Total outstanding debt of bonds (including all forms of bond debt)/equity;

- Profit before and after taxes (in case of making losses, it is required to specify losses in the fiscal year and accumulated losses);

- Profitability norms include profit after tax-to-total assets-ratio and profit after tax-to-equity ratio;

- Financial safety norms and prudential ratios in their operations as prescribed by specialized laws.

i) Actual payment of principals and interests of issued bonds or due liabilities (excluding bond debt) in 03 consecutive years prior to the bond private placement/offering;

k) A report on the issuance and use of capital for outstanding bonds, including the following contents: total volume of issued bonds; paid interest and principal of bonds; outstanding bond outstanding; the use of bond capital and the plan for payment of bond interest and principal; violations of the law on corporate bond issuance under decisions of competent authorities for 03 consecutive years prior to bond private placement/offering (if any);

l) Assessment of the corporation's financial situation and ability to pay due debts, and the debt repayment capacity for bonds to be issued;

m) Auditor’s opinions or auditor’s review opinions on the corporation’s financial statements;

n) Bond issuance method;

o) Subjects of bond private offering: The corporation shall specify subjects of bond private offering, ensuring compliance with the provisions of Clause 1 Article 8 of this Decree. In case of offering for sale to individual professional securities investors, the corporation must satisfy regulations on bond private placement/offering dossiers to individual investors as prescribed in this Decree.

p) Plan on use of capital raised through bond issuance. In which, clearly state plans to use the capital received from the issuance of temporarily idle bonds in case of disbursement according to the progress of the capital obtained from the bond issuance;

q) Plan on arrangement of capital sources and method of payment of bond principals and interests;

r) The corporation’s commitment to disclosing information;

s) Other commitments (if any) toward bond purchasers;

t) Terms on bond registration and depository as prescribed in Article 15 of this Decree;

u) Terms on bond trading as specified in Article 16 of this Decree;

w) Rights, benefits and responsibilities of bond purchasers, specifying the percentage of votes to approve issues that must be approved by bondholders but not lower than the corresponding voting rate of 65% or more of the total number of bonds of the same type in circulation;

v) Rights and responsibilities of the bond-issuing corporation;

x) Responsibilities and obligations of bond issuance-related service providers;

y) Criteria for selection of strategic investors and the list of strategic investors for issuance of convertible bonds and warrant-linked bonds.”

11. To amend and supplement Article 14 as follows:

“Article 14. Bond issuance methods and service providers

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

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

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

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

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

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

3. Institutions shall take responsibility for determining investor status:

a) Professional securities investors: Must comply with Clause 1 Article 8 of this Decree.

b) For strategic investors: bond-issuing corporation (when private placement/offering bonds) and securities companies (where investors purchase on the secondary market) shall take responsibility for identifying strategic investors based on the Resolution of the Shareholders’ General Meeting issued on the selection of strategic investors in accordance with the securities law.

c) Institutions determining investor status shall take responsibility for signing and certifying the investor's written certification before purchasing bonds according to the form provided in Appendix V attached to this Decree and take responsibility before the law for the determination of investor status.

4. Bond issuance bidding or underwriting institutions and bond issuance agents include:

a) Securities companies that are licensed to provide bidding, underwriting, and issuance agency services in accordance with the Law on Securities;

b) Commercial banks, foreign bank branches shall be allowed to provide issuing agency services when being licensed by the State Bank of Vietnam in accordance with the Law on Credit Institutions and granted a certificate of registration of securities depository activities by the State Securities Commission in accordance with the Law on Securities.

5. Responsibilities of bond issuance bidding or underwriting institutions and corporate bond issuance agents when providing services:

a) A bond issuance bidding or underwriting institution or bond issuance agent and a bond-issuing corporation shall sign a service provision contract, clearly stating each party’s rights and responsibilities.

b) Main responsibilities of a bond issuance bidding or underwriting institution or bond issuance agent distributing bonds and a bond-issuing corporation being a credit institution that sells bonds directly to investors:

- To fully and accurately provide information on the approved bond issuance plan to investors, ensuring that there is no content for investors to confuse between buying corporate bonds and depositing money at credit institutions. To fully and accurately provide information to investors about the responsibilities and obligations of bond issuance bidding or underwriting institutions and bond issuance agents when distributing bonds. Not to provide false information and misleading information about bonds to investors;

- To distribute bonds only to investors who have been identified by bond-issuing corporations or authorized securities companies as professional securities investors after ensuring that investors have been fully approached and understood the information and sign the written certification as prescribed in Article 8 of this Decree; not to solicit or support investors who are not investors to buy privately placed corporate bonds;

- In case a bond issuance bidding or underwriting institution or bond issuance agent makes commitments with investors to redeeming corporate bonds, the former shall sign a contract with investors, clearly stating bond redemption conditions and terms, and comply with specialized laws when realizing such commitments.

- In case of underwriting according to the provisions of securities law, it is necessary to provide sufficient information to investors about the scope of the underwriting and ensure that there is no content for investors to confuse between underwriting and bond payment guarantee.

- To confirm that the proceeds from bond private placement/offering have been transferred to accounts of the bond-issuing corporation and send it to the bond-issuing corporation to archive in bond private placement/offering dossiers and disclose information on the results of the bond private placement/offering in accordance with regulations.

6. Institutions providing consultancy on bond private placement/offering dossiers that are securities companies may provide consultancy on securities private placement/offering dossiers as specified in the law on securities.

a) A institution providing consultancy on bond private placement/offering dossier shall sign a service provision contract, clearly stating each party’s rights and responsibilities.

b) Main responsibilities of institutions providing consultancy on bond private placement/offering dossiers:

- To check their satisfaction of bond private placement/offering conditions and make bond private placement/offering dossiers as specified in this Decree, the law on securities and the law on enterprises, and confirm the review results at the information disclosure before the bond private placement/offering of corporations. The institutions shall bear responsibility for such checking;

- Not to advise or assist bond-issuing corporations to provide false or misleading information about bonds in bond private placement/offering dossiers.

7. Bondholder representative is a depository member of the Vietnam Securities Depository and Clearing Corporation, securities investment fund management company that is designated or selected to represent interests of a bondholder in accordance with Clause 13 Article 3 of Decree No. 155/2020/ND-CP.

a) The bondholder representative shall sign a service provision contract, clearly stating each party’s rights and responsibilities.

b) When providing services, the bondholder representative shall take responsibility for complying with the provisions of Article 24 of Decree No. 155/2020/ND-CP.

The bondholder representative may change if such change is approved by the number of bondholders representing 65% or more of the total number of bonds of the same type in circulation. In case of change to other terms in the bondholder representative contract, the change must be simultaneously approved by a competent authority of the bond-issuing corporation.

8. Qualified auditing institutions, valuation enterprises, signers of audit reports, valuation certificates and any institution or individual certifying bond private placement/offering dossiers shall take responsibility before the law within the scope related to the bond private placement/offering dossiers.

9. Institutions providing services related to corporate bonds specified in Clauses 4, 6, 7 and 8 of this Article are not related persons of bond-issuing corporations in accordance with the Law on Securities and guiding documents. These institutions shall take responsibility before the law for their service provision activities. In case institutions violate the provisions of law, they shall be administratively sanctioned according to the provisions on sanctioning of administrative violations in the field of securities and securities market or be examined for penal liability according to the provisions of law, depending on the nature and seriousness of the violation.

10. The Ministry of Finance shall guide activities of consultancy on bond private placement/offering dossiers, or underwriting institutions and bond issuance agents and representative of bondholders.”

12. To amend and supplement Article 15 as follows:

“Article 15. Bond registration and depository

1. A corporation that privately places bonds shall register and deposit bonds at the Vietnam Securities Depository and Clearing Corporation within:

a) 05 working days after the State Securities Commission of Vietnam notifies its receipt of a report on results of private placement of convertible bonds or warrant-linked bonds of a public company, securities company or securities investment fund management company.

b) 05 working days after bond-issuing corporations publish information on placement/offering results as prescribed in Article 20 of this Decree, for cases not specified at Point a of this Clause.

c) When registering bonds at the Vietnam Securities Depository and Clearing Corporation, bond-issuing corporations must enclose a list of bondholders and take responsibility before law for the list of bondholders that meet correct purchasers of corporate bonds according to this Decree and the law on securities.

2. Bonds must be deposited in a centralized depository at the Vietnam Securities Depository and Clearing Corporation through a depository member before trading or transferring ownership, unless otherwise guided by the Ministry of Finance.

3. The registration and centralized depository of corporate bonds at the Vietnam Securities Depository and Clearing Corporation shall comply with this Decree and the law on securities, which does not imply that the Vietnam Securities Depository and Clearing Corporation confirms and guarantees the legitimacy of the bond private placement/offering of corporations and the full payment of interest and principal of the bonds.

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

a) Trading on the trading system of corporate bonds offered for private sale at the Stock Exchange in accordance with Article 16 of this Decree.

b) Implementation of legally effective court judgments or rulings or arbitration awards or in case of inheritance in accordance with law.

5. The Ministry of Finance shall guide the registration, depository, exercise of rights, transfer of ownership, payment for transactions of privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation and other cases where the ownership of bonds is not transferred through the trading system of privately placed corporate bonds at the Stock Exchange. The settlement of bond transactions shall not be applied under the central clearing partner mechanism.”

13. To amend and supplement Article 16 as follows:

“Article 16. Bond trading

1. Corporations must register for trading of issued bonds on the trading system of privately placed corporate bonds at the Stock Exchange. The registration of bond trading at the Stock Exchange in accordance with the provisions of this Article does not imply that the Stock Exchange confirms and guarantees the legitimacy of bond private placement/offering of corporations and the payment of interest and principal of the bonds.

2. The bond trading must be done through trading members and ensure compliance with the following regulations:

a) Bonds may only be traded among investors specified in the bond issuance plan, except for under a legally effective court judgment or ruling or an arbitration award or in case of inheritance in accordance with law.

b) Transfer of convertible bonds and warrant-linked bonds is restricted under Point c Clause 1 Article 31 of Law on Securities. After the restriction period, convertible bonds and warrant-linked bonds may be traded according to the provisions of Point a of this Clause.

3. The order and procedures for trading registration on the trading system of privately placed corporate bonds at the Stock Exchange include:

a) Corporations shall register for bond trading within 15 working days from the date of grant of the certificate of bond registration from the Vietnam Securities Depository and Clearing Corporation.

b) Bond-issuing corporation shall send trading registration dossiers to the Stock Exchange in electronic manner according to the Regulations of the Stock Exchange. A trading registration dossier comprises:

- An application for registration of bond trading, made according to the form provided in Appendix VI attached to this Decree;

- License for establishment and operation, certificate of business registration as prescribed by law;

- Certificate of bond registration of Vietnam Securities Depository and Clearing Corporation;

- A decision on approval of the bond issuance plan;

- A written approval of a competent state management agency on bond issuance specified in specialized laws (if any);

- Results of credit rating (if any) by a credit rating agency regarding the bond-issuing corporation and bond types to be issued;

c) Within 05 working days of receipt of complete dossiers, the Stock Exchange shall notify that the bonds have been registered for trading on privately placed corporate bonds at the Stock Exchange and disclose information on the website of the Stock Exchange. In case of refusal, the Stock Exchange shall reply in writing, clearly stating the reason.

d) Within 10 working days from the date on which the Stock Exchange issues a notice that the bonds have been registered for trading, the bond-issuing corporation shall take responsibility for putting bonds into trading on the trading system of privately placed corporate bonds at the Stock Exchange.

4. Registration of corporate bond trading after the reorganization and cancellation of bond trading registration:

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

b) Cases of cancellation of bond trading registration:

- Bonds to maturity or the bond issuing corporation converts, redeems or swaps all bonds before maturity;

- The bond-issuing corporation has the certificate of enterprise registration or licenses for establishment and operation in specialized fields revoked;

- The Stock Exchange detects that the bond-issuing corporation is falsifying the trading registration dossier, forging the dossier for changing the trading registration;

- The bond-issuing corporation ceases to exist due to dissolution or bankruptcy or division or separation of corporations.

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

a) Trading member is a securities company.

b) Special trading member is a commercial bank or foreign bank branch.

c) Conditions, dossiers, order and procedures for member registration, membership cancellation, and operation suspension for special trading members participating in private placement of corporate bonds at the Stock Exchange shall comply with regulations applicable to special trading members participating in the trading of government debt instruments as prescribed in Decree No. 155/2020/ND-CP.

6. The Ministry of Finance shall guide the organization of the private trading market for corporate bonds in the domestic market according to the provisions of this Article.”

14. To amend provisions of Clause 1 Article 19 as follow:

“1. Within 1 working day before the date of issuance of bonds, a corporation shall disclose information prior to the private placement of bonds to investors that have registered to purchase bonds and shall send the disclosed information to the concerned Stock Exchange.

a) Information contents to be disclosed prior to the private placement of bonds must comply with the Ministry of Finance’s guidance;

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

c) The corporation’s sending of the disclosed information to the concerned Stock Exchange is only for the purpose of helping the Stock Exchange perform its responsibilities specified in Article 32 of this Decree, not implying that the Stock Exchange confirms and guarantees the corporation’s bond issuance.

15. To amend and supplement Clauses 1 and 1a Article 20 as follows:

“1. Within 05 working days after completing a private placement of bonds, a corporation shall disclose information about results of the private placement of bonds to bond-holding investors and send the disclosed information to the concerned Stock Exchange.  To-be-disclosed information contents must comply with the Ministry of Finance’s guidance.

1 ha. In case a corporation places unsuccessfully or cancels a private placement of bonds, within 05 working days from the end of the bond distribution, the corporation shall disclose information and send the content of information disclosure to the Stock Exchange.”

16. To amend and supplement Clause 2 Article 21 as follows:

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

a) The bond-issuing corporation’s audited or reviewed biannual financial statement or annual financial statement (if any); figures of the unaudited annual financial statement and unaudited or unreviewed biannual financial statement shall be certified by the Shareholders’ General Meeting or Board of Directors or Members’ Council or Company President; In case the bond-issuing corporation is a parent company, the financial statements to be disclosed include the consolidated financial statements and the financial statements of the parent company.

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

c) Reports every 6 months and annually on the use of proceeds from the bond issuance for outstanding bonds audited by a qualified auditing institution.

d) A report on the implementation of commitments made by a bond-issuing corporation to bondholders.

dd) For green bonds, in addition to the contents specified at Points a, b and d of this Clause, the bond-issuing corporation shall make an annual report on the accounting, management and use of capital raised through the bond issuance, including the review opinions of an audit firm; a report on disbursement progress and project implementation progress, and a report on environmental impact assessment.”

17. To add Points c, d and dd Clause 1 Article 22 as follows:

“c) Change in conditions and terms of issued bonds, change in representatives of bondholders.

d) Compulsory premature redemption of bonds is required.

dd) When receiving a competent agency’s decision on sanctioning administrative violations in the securities and securities market field or being subject to handling of violations of law according to regulations.”

18. To amend Clause 2, Article 29 as follows:

“2. 01 working day before the date of issuance of bonds to the international market at the latest, a bond-issuing corporation shall send information contents to be disclosed prior to the bond offering to the Stock Exchange.  Information contents to be disclosed prior to a bond offering must comply with the Ministry of Finance’s guidance.”

19. To amend Clause 1 Article 30 and add Clause 1a Article 30 as follows:

“1. Within 05 working days after completing a bond issuance at the latest, a bond-issuing corporation shall send information about bond offering results to the Stock Exchange.  To-be-disclosed information about bond offering results must comply with the Ministry of Finance’s guidance.

1a. In case the corporation’s bond offering is unsuccessful or cancelled, 05 working days after the end of the bond distribution at the latest, the corporation shall disclose the information and sends the information contents to be disclosed to the Stock Exchange.”

20. To amend Clause 2 Article 31 as follows:

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

a) The bond-issuing corporation’s audited or reviewed biannual financial statement or annual financial statement (if any); figures of the unaudited annual financial statement and unaudited or unreviewed biannual financial statement shall be certified by its Shareholders’ General Meeting or Board of Directors or Members’ Council or Company President.  In case the bond-issuing corporation is a parent company, its biannual financial statement and annual financial statement include also the consolidated financial statement and financial statement of the parent company.

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

c) Biannual financial statement, annual financial statement on the use of proceeds from bond issuance for outstanding bonds.

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

dd) A report on premature redemption of bonds, bond swap, conversion of bonds into stocks, or execution of rights of warrants (if any).

e) A report on observance of the bond-issuing corporation’s commitments to bondholders.”

21. To amend Article 32 as follows:

“Article 32. Specialized page on corporate bonds at the Stock Exchange

1. The Stock Exchange shall:

a) Summarize information received from bond-issuing corporations for disclosure on the specialized page on corporate bonds specified in Clause 2 of this Article;

b) Formulate and promulgate the Regulation on receipt, monitoring of the disclosure of information, report and operation of the specialized page on corporate bonds after it is approved by the State Securities Commission of Vietnam.

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

a) Issuance of corporate bonds in the domestic market, covering: names of bond-issuing corporations, a number of financial norms (outstanding bond (including all forms of bond loan), debt-to-equity ratio, ratio of total outstanding bond (including all forms of bond loan) to equity, loan interest payment coefficient (before-tax profit and loan interest/loan interest)), bond code, offering subjects of each bond code, issuance interest rates, issuance date, volume, par value, maturity date, report on payment of principals and interests of bonds, extraordinary information disclosure, results of credit rating for bond-issuing corporations subject to credit rating according to regulations;

b) Issuance of bonds to the international market, covering:  names of bond-issuing corporations, date of issuance, volume, par value, maturity date, and the market where bonds are issued.

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

d) Other information as agreed between the Stock Exchange and bond-issuing corporations for provision to eligible information recipients under the Stock Exchange’s Regulation on receipt, monitoring of the disclosure of information, report and operation of the specialized page on corporate bonds.

dd) Information about cases in which bond-issuing corporations do not fully pay principals and interests of issued bonds, use the bond capital for improper purposes or do not perform commitments to their investors and cases in which bond-issuing corporations must carry out the compulsory premature redemption of bonds according to reports of organizations engaged in bond issuance bidding, underwriting or agency, representatives of bondholders and information disclosure of bond-issuing corporations.

3. Investors and bond-issuing corporations may access the specialized page on corporate bonds to acquire information about issuance of corporate bonds under Regulation on receipt, monitoring of the disclosure of information, report and operation of the specialized page on corporate bonds promulgated by the Stock Exchange.”

22. To amend Article 33 as follows:

“Article 33. Reports of organizations providing counseling on bond offering dossiers, organizations engaged in bond issuance bidding, underwriting or agency, representatives of bondholders, the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation

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

2. Representatives of bondholders shall report to the State Securities Commission of Vietnam and the Stock Exchange on a quarterly and annual basis and report in cases of detecting violations by issuing organizations that affect the rights and benefits of bondholders.

3. Organizations engaged in bond issuance bidding, underwriting or agency shall send quarterly and annual reports to the Stock Exchange. In addition to the reporting regime as prescribed in this Decree, commercial banks, branches of foreign banks that are licensed by the State Bank of Vietnam to provide the issuance agency service must comply with the reporting regime according to the State Bank of Vietnam’s guidance.

4. Reporting regime applicable to the Stock Exchange

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

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

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

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

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

6. The Ministry of Finance shall guide the reporting regime applicable to organizations providing counseling on bond offering dossiers, representatives of bondholders, organizations engaged in bond issuance bidding, underwriting or agency, the Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation as specified in this Article.”

23. To add Clause 6, Clause 7 Article 34 as follows:

“6. To explain the information related to bond issuance plans,  legal risks, investment risks, capital use risks, rights, benefits and legal responsibility of bond-issuing corporations and of their investors to the latter.

7. Bond-issuing corporations must carry out compulsory premature redemption of bonds in accordance with Clause 3 Article 7 of this Decree”

24. To amend Article 35 as follows:

“Article 35. Responsibilities of organizations providing counseling on bond offering dossiers

1. To comply with the law regulations on securities and Article 14 of this Decree when providing services on counseling on bond offering dossiers.

2. To observe the reporting regime specified in this Decree.

3. To submit to the management and supervision by the State Securities Commission of Vietnam in accordance with the law regulations on securities and this Decree. If committing violations of law regulations upon provision of services, they shall, depending on the nature and severity of their violation, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and securities market or examined for penal liability.”

25. To amend Article 36 as follows:

“Article 36. Responsibilities of representatives of bondholders

1. To comply with the law regulations on securities and Article 14 of this Decree when providing the service of bondholder representation.

2. To observe the reporting regime specified in this Decree.

3. To submit to the management and supervision by the State Securities Commission of Vietnam in accordance with the law regulations on securities and this Decree. If committing violations of law regulations upon provision of services, they shall, depending on the nature and severity of their violation, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and securities market or examined for penal liability.”

26. To amend Article 37 as follows:

“Article 37. Responsibilities of organizations engaged in bond issuance bidding, underwriting or agency

1. To comply with the law regulations on securities and Article 14 of this Decree when providing bond issuance bidding, underwriting or agency services.

2. To observe the reporting regime specified in this Decree.

3. If committing violations of law regulations upon provision of services, they shall, depending on the nature and severity of their violation, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and securities market or examined for penal liability.”

27. To amend Clause 3, Clause 4 and Clause 5 Article 38 as follows:

“3. To manage and supervise bond-issuing corporations, organizations engaged in bond issuance bidding, underwriting or agency in implementing fully and in time the information disclosure and reporting regimes in accordance with this Decree and the Finance Ministry’s guidance.

4. In case of detecting violations in the implementation of the regimes on information disclosure, reporting and trading in privately placed corporate bonds at the Stock Exchange, to request in writing issuing corporations and relevant individuals, organizations to give explanations, provide additional information or report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

5. To promulgate the Regulation on receipt, monitoring of the disclosure of information, report and operation of the specialized page on corporate bonds; and Regulation on trading of privately placed corporate bonds after they are approved by the State Securities Commission of Vietnam.”

28. To add Article 38a as follows:

“Article 38a. Responsibilities of the Vietnam Securities Depository and Clearing Corporation

1. To comply with regulations on bond registration and deposit, transfer of the ownership over bonds and payment of bond trading in accordance with this Decree and law provisions on securities.

2. To supervise the registration, depository and payment of trading of bonds under law regulations on securities, including depository members’ service provision in accordance with this Decree and the Ministry of Finance’s guidance.

3. To observe the reporting regime specified in this Decree.

4. In case of detecting violations in the registration, depository or ownership transfer of privately placed corporate bonds, to request in writing relevant individual, organizations to give explanations, provide additional information or report to the State Securities Commission of Vietnam for consideration and handling, depending on the severity of violations.

5. To promulgate the Regulation on registration, depository and payment of privately placed corporate bonds after it is approved by the State Securities Commission of Vietnam.”

29. To amend Article 39 as follows:

“Article 39. Responsibilities of the State Securities Commission of Vietnam

1. To give its opinions on the private placement of convertible bonds and warrant-linked bonds of public companies, securities companies and securities investment fund management companies in the domestic market; to give its opinions on offering of bonds to the international market by public companies, securities companies, and securities investment fund management companies in accordance with this Decree and the law regulations on securities.

2. To give its opinions on approval of the Regulation on receipt, monitoring of the disclosure of information, report and operation of the specialized page on corporate bonds, Regulation on trading of privately placed corporate bonds, Regulation on registration, depository and payment of privately placed corporate bonds in accordance with this Decree.

3. To manage and supervise securities business activities and provision of services related to bonds in accordance with the law regulations on securities, including the provision of service on counseling on bond offering dossiers, provision of bond issuance bidding, underwriting and agency services under this Decree; to manage and supervise the Vietnam Securities Depository and Clearing Corporation in registration, depository or ownership transfer of bonds; to manage and supervise the Stock Exchange in information disclosure, reporting regime and trading of corporate bonds in accordance with law regulations on securities and this Decree.

4. Based on the management and supervision of securities business activities of securities companies, supervision reports of the Stock Exchange and the Vietnam Securities Depository and Clearing Corporation, reports of representatives of bondholders, the State Securities Commission of Vietnam shall receive and handle violations related to the private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market in accordance with this Decree and the law regulations on securities. In case of detecting violations, to inspect and examine the Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, service providers and issuing corporations in accordance with law regulations on securities.”

30. To amend and supplement Clause 2 Article 40 as follows:

“2. To examine, inspect and supervise credit institutions in raising capital through bond issuance; to license commercial banks and branches of foreign banks to provide corporate bond issuance agency service; to inspect commercial banks and branches of foreign banks in providing bond issuance agency service and making commitment to redeem bonds of other corporations in accordance with the Law on Credit Institutions and guiding documents.”

31. To add Clause 4 Article 41 as follows:

“4. Relevant ministries and sectors shall, according to their assigned functions and tasks, coordinate in examining and supervising the offering, trading and provision of services in the corporate bond market in accordance with this Decree and relevant law regulations.”

32. To amend and supplement Article 42 as follows:

“Article 42. Responsibilities of the Ministry of Finance

1. To assume the prime responsibility for, and coordinate with related agencies in, guiding the information disclosure, provision of services related to privately placed corporate bonds and organizing a market for trading in privately placed corporate bonds at the Stock Exchange in accordance with this Decree.

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

3. To manage and supervise audit firms and valuation enterprises in providing services related to privately placed corporate bonds in accordance with the law regulations on audit and on price.”

Article 2. To repeal Clause 7 Article 4 of the Decree No. 153/2020/ND-CP.

Article 3. Transitional provisions

1. For bond offerings before the effective date of this Decree of which information contents to be disclosed prior to the bond offerings have been sent to the Stock Exchange, the bond distribution shall continuously comply with the Decree No. 153/2020/ND-CP and the distribution of bonds and collection of bond purchase payments from investors must be completed within 30 days from the effective date of this Decree. The implementation of reporting regime, information disclosure, bond registration, depository and trading shall comply with this Decree.

2. Corporations that carry out bond offering under this Decree but have not had periodic reports on use of proceeds from the issuance of outstanding bonds as prescribed in Clause 16, Article 1 of this Decree must add the reports on use of proceeds from the issuance of outstanding bonds from the issuance date to the expected date of new bond offering to their bond offering dossiers.

3. For corporate bonds issued before the effective date of this Decree and having outstanding bonds until the effective date of this Decree:

a) The regime of periodical and extraordinary reporting and information disclosure shall comply with this Decree and the Ministry of Finance's guidance.

b) Corporations shall not change the term of issued bonds.

c) For trading of bonds:

- The depository and trading of the corporate bonds that have been issued before the effective date of the Decree No. 153/2020/ND-CP and still have outstanding amounts shall continuously comply with the approved plans for bond issuance. The bond registration and depository institutions shall be responsible for performing the reporting regime in accordance with Article 33 of the Decree No. 153/2020/ND-CP until the bond maturity date.

- The registration, depository and registration of trading of the corporate bonds that have been issued under the Decree No. 153/2020/ND-CP and still have outstanding amounts shall comply with this Decree. Regarding to subjects of trading, these bonds are traded between investors in accordance with Clauses 1 and 2 Article 16 of Decree No. 153/2020/ND-CP.

4. Within 45 days from the latest periodical information disclosure period after the effective date of this Decree, the information on issuance of corporate bonds in the domestic market must be fully updated on the specialized page on corporate bonds at the Stock Exchange in accordance with Clause 21 Article 1 of this Decree.

5. Within 09 months from the effective date of this Decree, the bond registration and depository system in the Vietnam Securities Depository and Clearing Corporation and the trading system of privately placed corporate bonds at the Stock Exchange shall be officially operated. Within 03 months from the date of official operation of the bond registration, depository and trading system, the bonds that have been issued under this Decree and issued under the Decree No. 153/2020/ND-CP and still have outstanding amounts must be registered, deposited and registered for trading in accordance with this Decree. During the period the bond registration and depository system in the Vietnam Securities Depository and Clearing Corporation and the trading system of privately placed corporate bonds at the Stock Exchange have not been operated, the registration, depository, exercise of the right to or ownership transfer of bonds that are issued under this Decree and issued under the Decree No. 153/2020/ND-CP and still have outstanding amounts shall be carried out in accordance with the Decree No. 153/2020/ND-CP.

6. When purchasing privately placed corporate bonds under the Decree No. 153/2020/ND-CP and this Decree, investors that have been recognized as professional securities investors under the Decree No. 155/2020/ND-CP before the effective date of this Decree must perform the recognition of professional securities investors in accordance with this Decree.

Article 4. Effect and organization of implementation

1. This Decree takes effect on September 16, 2022.

2. Ministers, heads of ministerial-level agencies, heads of government-attached agencies and chairpersons of People’s Committees of provinces and centrally-run cities, Board of Directors, Members’ Council, Directors General and Directors of bond-issuing corporations shall take responsibility for the implementation of this Decree.

 

 

ON BEHALF OF THE GOVERNMENT

FOR THE PRIME MINISTER

DEPUTY PRIME MINISTER

 

 

Le Minh Khai

 

* All Appendices are not translated herein.

 

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