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

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 153/2020/ND-CP of December 31, 2020, on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market^[1]

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

Pursuant to the November 26, 2019 Law on Securities;

Pursuant to June 17, 2020 Law on Enterprises;

At the proposal of the Minister of Finance;

The Government promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 153/2022/ND-CP of 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 (below referred to as Decree No. 153/2020/ND-CP).

Article 1. To amend and supplement a number of articles of Decree No. 153/2020/ND-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 is wholly or partially secured with assets of the bond-issuing corporation or with assets of a third party in accordance with the regulations on security for performance of obligations; or for which the payment is guaranteed by a credit institution, a foreign bank branch, an overseas financial institution, or an international financial institution in accordance with law.”

2. To amend Clause 2, Article 5 as follows:

“2. Bond issuance purposes are to implement programs and investment projects or restructure debts of bond-issuing corporations, or bond issuance purposes specified in specialized laws. Corporations shall clearly 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 the purposes stated in bond issuance plans and according to the information disclosed to investors.”

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

“4. For bonds already issued in the domestic market, a corporation may only change the conditions and terms of bonds specified in Article 6 of this Decree when such change:

a/ Is approved by a competent authority of the bond-issuing corporation; and,

b/ Is accepted by bondholders representing at least 65% of the total number of bonds of the same type in circulation.

5. A bond-issuing corporation shall extraordinarily disclose information on the change in conditions and terms of bonds under 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 million) 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 cancelled.

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

3. Cases of premature redemption of bonds:

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

b/ Mandatory redemption of bonds at the request of investors when:

- A bond-issuing corporation commits a violation of the regulations on offering and trading of corporate bonds under a competent authority’s decision and such violation cannot be remedied or the remedial measures are not accepted by bondholders representing at least 65% of the total number of bonds of the same type in circulation.

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

- Other cases as specified in the bond issuance plan mentioned in Article 13 of this Decree (if any).

4. Point b, Clause 3 of this Article does not apply to cases of bond revocation under decisions of competent authorities.”

6. To amend Article 8 as follows:

“Article 8. Bond purchasers

1. Investors eligible for bond purchase

a/ For inconvertible bonds not linked with warrants, eligible for bond purchase are professional securities investors defined in the law on securities.

b/ For convertible bonds and warrant-linked bonds, eligible for bond purchase are professional securities investors and strategic investors provided that the number of strategic investors is fewer than 100.

c/ Professional securities investors are investors that are financially capable or professionally qualified in securities as specified 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 of December 31, 2020, detailing a number of articles of the Law on Securities, and amending, supplementing or replacing documents (below referred to as Decree No. 155/2020/ND-CP), except the identification of professional securities investors specified at Point d of this Clause.

d/ The identification of an individual professional securities investor specified at Point d, Clause 1, Article 11 of the Law on Securities for purchase of privately placed corporate bonds must ensure that the portfolio of the investor-held securities listed or securities registered for trading has a value of at least VND 2 billion, which shall be determined by the average daily market value of such securities portfolio for a period of at least 180 days preceding the date of identification of the status of professional securities investor, excluding the value of loans for margin trading and the value of securities for redemption and resale. The identification of professional securities investors specified at this Point is valid for 3 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 deciding on bond purchase or trading.

b/ To clearly understand possible risks arising from bond investment and trading; to clearly understand and comply with this Decree’s provisions on investors eligible for bond purchase and trading of privately placed corporate bonds and relevant regulations.

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

d/ Before purchasing bonds (on both the primary market and the secondary market), to sign written certifications stating their compliance with Points a, b and c of this Clause and take responsibility for their own decisions on bond purchase after signing such certifications. A written certification shall be made according to the form provided in Appendix V to this Decree and stored in private placement/offering dossiers upon bond offering or stored at securities companies where investors conduct bond trading in accordance with law.

dd/ To conduct bond trading under Article 16 of this Decree; to refrain from selling bonds or contributing capital with amateur investors to invest in bonds in any form. The raising of capital for purchase of and investment in corporate bonds by credit institutions, foreign bank branches and fund management companies must comply with specialized laws.

e/ When selling bonds on the secondary market, to sufficiently provide information disclosed by bond-issuing corporations specified in this Decree to bond purchasers.

3. Rights of bond purchasers

a/ To have sufficient information disclosed by bond-issuing corporations in accordance with this Decree; to access dossiers for private placement/offering 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 under Clause 3, Article 7 of this Decree.

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

4. Investors that commit violations shall be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and the securities market, or criminally charged depending on the nature and severity of their violations.”

7. 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 6 months from the issuance date of the first private placement/offering.”

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

“c/ Corporations shall organize private placement/offering of bonds by a method specified in Article 14 of this Decree. Corporations 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 private placement/offering dossier must comprise:

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

b/ Documents proving the satisfaction of the conditions for private placement/offering of bonds specified in Articles 9 and 10 of this Decree;

c/ A document on disclosure of information on bond private placement/offering as specified in this Decree and guided by the Ministry of Finance;

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

- Contract signed with the institution providing counseling on private placement/offering dossiers;

- Contract signed with the institution engaged in bond issuance bidding, underwriting or agency as suitable to the private placement/offering method specified in Article 14 of this Decree, unless credit institutions directly sell bonds to bond investors;

- Contract signed with a bondholder’s representative in accordance with the law on securities (if any) to supervise the bond-issuing corporation’s fulfillment of its commitments. In case of private placement/offering of bonds to an individual professional securities investor, a private placement/offering dossier must contain a contract signed with a bondholder’s representative as specified in Clause 7, Article 14 of this Decree and the law on securities;

- Contract signed with the collateral management agent, for secured bonds (if any);

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

dd/ Regular reports on the use of proceeds from the bond issuance, for outstanding bonds, as specified at Point c, Clause 2, Article 21 of this Decree.

e/ Result of credit rating of the bond-issuing corporation, for bond-issuing corporations subject to credit rating, and the time of credit rating as specified 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 as specified in specialized laws (if any);

i/ A written certification by the commercial bank or foreign bank branch stating that the bond-issuing corporation opens an account for receiving payments for inconvertible bonds not linked with warrants or opens an escrow account for receiving payments for convertible bonds or warrant-linked bonds of the private placement/offering. In case the bond-issuing corporation is a commercial bank, it shall issue a written self-certification stating its full receipt of proceeds from the bond issuance;

k/ For private placement/offering 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 private placement/offering dossier must also 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 private placement/offering dossier.

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

  l/ For secured bonds, in addition to the documents specified at Points a, b, c, d, dd, e, g, h, i and k of this Clause, a private placement/offering dossier must also comprise a document on the legal status of collateral, a document on valuation of collateral issued by an organization with the function of price appraisal, a document on the registration of security interests in accordance with the regulations on registration of security interests, and documents and information on the order of payment for bondholders upon disposal of collateral for debt payment;

m/ A written certification of bond purchasers as specified at Point d, Clause 2, Article 8 of this Decree.

n/ A written certification issued by the institution engaged in bond issuance bidding, underwriting or agency stating that proceeds from the private placement/offering have been transferred to the bond-issuing corporation’s account for receiving payments for bonds. In case the bond-issuing corporation is a commercial bank, it shall issue a written self-certification stating its full receipt of proceeds from the bond issuance;

o/ Other documents related to the 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/ A document on the project or plan on multiple use of capital;

b/ Updated information on 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 private placements/offerings is 3 months or more and in case the two consecutive private placements/offerings are not in the same fiscal year.

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

a/ In case the bond-issuing corporation privately places/offers bonds within 90 days from the last day of an 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 and the financial statement of the fourth quarter of the year preceding the year of bond issuance or the financial statement 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 bond-issuing corporation shall disclose information on such results to bondholders.

b/ In case the bond-issuing corporation is a parent company, the financial statements in its private placement/offering dossier include the audited consolidated financial statement of the year preceding the year of bond issuance and the audited financial statement of the parent company of the year preceding the year of bond issuance. Within 90 days from the last day of an annual accounting period, if the bond-issuing corporation cannot produce the audited financial statement of the year preceding the year of bond issuance or cannot produce the 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. A bond-issuing corporation shall make a bond issuance plan, which must have the following principal contents:

a/ Information on the bond-issuing 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); bank account number for receiving payments for bonds of the private placement/offering;

b/ Bond issuance purposes, covering specific information on programs and investment projects (legal status and investment risks); and structured debts (value and term). Particularly for credit institutions, bond issuance purposes must cover increasing tier-2 capital or using capital raised through the bond issuance for loan provision or investment or purposes specified in specialized laws;

c/ Commentaries on satisfaction of the conditions for private placement/offering specified in Articles 9 and 10 of this Decree;

d/ Conditions and terms of bonds expected to be privately placed/offered. For multiple private placements/offerings of bonds, it is required to project the number of private placements/offerings, and volume of bonds put for, and time of, each private placement/offering. For secured bonds, it is required to specify the type of collateral and the value of collateral as valuated by an organization with the function of price appraisal, legal status of collateral, registration of security interests in accordance with regulations on registration of security interests, and order of payment for bondholders upon disposal of collateral 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 method of calculating prices for conversion, compliance with regulations on foreign holding rate, 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, price or price calculation method, compliance with regulations on foreign holding rate, and other terms);

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

h/ A number of financial indicators of the bond-issuing corporation in 3 consecutive years preceding the year of bond issuance and changes occurring after the bond issuance (if any), such as:

  - Equity (specifying the owner’s investment capital, funds set aside from after-tax profits and undistributed after-tax profits, difference resulting from asset revaluation, exchange rate difference, etc.);

- Total payables, specifying the debt from bank loans, debt from bond issuance and other payables;

- Capital structure indicators, including debt-to-total-assets ratio and debt-to-equity ratio;

- Solvency indicators, including short-term solvency ratio (short-term assets/current liabilities), quick ratio (short-term assets - inventories)/current liabilities);

- Total outstanding debts of bonds (including those from all forms of borrowing through bond issuance)/equity;

- Before-tax and after-tax profits (in case of making losses, it is required to specify losses in the fiscal year and accumulated losses);

- Profitability indicators, including after-tax-profit-to-total-assets ratio and after-tax-profit-to-equity ratio;

- Financial safety indicators and prudential ratios in operations in accordance with specialized laws.

i/ Payment of principals and interests of issued bonds and due debts (excluding debts from bonds) in 3 consecutive years prior to the private placement/offering;

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

l/ Evaluation of the bond-issuing corporation’s financial status and solvency of its due debts, and the solvency of to-be-issued bonds.

m/ The auditor’s audit opinion or auditor’s review opinion on the bond-issuing corporation’s financial statement;

n/ Bond issuance method;

o/ Subjects of private placement/offering: The bond-issuing corporation shall clearly state subjects of private placement/offering, ensuring compliance with Clause 1, Article 8 of this Decree. In case of privately placing/offering bonds to individual professional securities investors, the bond-issuing corporation shall comply with regulations on private placement/offering dossier for individual investors specified in this Decree.

p/ Plan on use of capital raised through bond issuance, clearly stating the plan on use of capital raised through bond issuance which is temporarily idle in case of capital disbursement according to the progress of raising capital through bond issuance;

q/ Plan on arrangement of funding sources for and method of payment of bond principals and interests;

r/ The bond-issuing corporation’s commitment to disclosing information;

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

t/ Term on bond registration and depository as specified in Article 15 of this Decree;

u/ Term on bond trading as specified in Article 16 of this Decree;

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

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

x/ Responsibilities and obligations of each bond issuance-related service provider;

y/ Criteria for selection of strategic investors and the list of strategic investors, for issuance of convertible bonds and issuance of 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 a method of selection of investors qualified and winning the bids to purchase bonds that satisfy requirements of the bond-issuing corporation.

b/ Bond issuance underwriting, which means a method of 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 bonds to bond purchasers.

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

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

3. Institutions responsible for identifying investor status:

a/ For professional securities investors: To comply with Clause 1, Article 8 of this Decree.

b/ For strategic investors: A bond-issuing corporation (when organizing bond private placement/offering) and a securities company (where investors purchase bonds in the secondary market) shall identify strategic investors based on the resolution of the Shareholders’ General Meeting of the bond-issuing corporation on selection of strategic investors in accordance with the law on securities.

c/ An institution responsible for identifying investor status shall sign in the written certification issued by the investor prior to the latter’s bond purchase, made according the form provided in Appendix V to this Decree, and take responsibility before law for such identification.

4. Institutions engaged in corporate bond issuance bidding, underwriting or agency include:

a/ Securities companies licensed to provide bond issuance bidding, underwriting or agency services in accordance with the Law on Securities;

b/ Commercial banks or foreign bank branches licensed to provide bond issuance agency services by the State Bank of Vietnam in accordance with the Law on Credit Institutions and granted certificates of securities depository registration by the State Securities Commission of Vietnam in accordance with the Law on Securities.

5. Responsibilities of institutions engaged in corporate bond issuance bidding, underwriting or agency when providing services:

a/ An institution engaged in corporate bond issuance bidding, underwriting or agency must sign with a bond-issuing corporation a service provision contract, clearly stating each party’s rights and responsibilities.

b/ Major responsibilities of an institution engaged in corporate bond issuance bidding, underwriting or agency when distributing bonds, or responsibilities of a bond-issuing corporation being a credit institution that sells bonds directly to investors:

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

- To distribute bonds only to investors that have been identified by the authorized bond-issuing corporation or securities company as professional securities investors after ensuring that the investors have accessed and clearly and fully understood the information and signed the written certification under Article 8 of this Decree; to refrain from offering and assisting investors that are not eligible to purchase privately placed corporate bonds;

- In case of making commitments with investors to redeeming corporate bonds, to sign contracts with investors (such a contract must clearly specify bond redemption conditions and terms) and comply with specialized laws when fulfilling such commitments.

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

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

6. Institutions providing consultancy on dossiers of private placement/offering of bonds that are securities companies may provide consultancy on dossiers on private placement/offering of securities in accordance with the law on securities.

a/ Institutions providing consultancy on dossiers of private placement/offering of bonds must sign service provision contracts with bond-issuing corporations, clearly stating rights and responsibilities of each party.

b/ Major responsibilities of an institution providing consultancy on dossiers of private placement/offering of bonds when providing services:

- To review the compliance with regulations on conditions for and dossiers of private placement/offering of bonds as specified in this Decree, the law on securities, and the law on enterprises, and confirm review results in the information disclosure sheets prior to the private placement/offering of the bond-issuing corporation; to take responsibility for such review;

- To refrain from providing consultancy or assisting the bond-issuing corporation in providing untruthful or misleading information about bonds to be privately placed/offered in private placement/offering dossiers.

7. Representatives of bondholders are depository members of the Vietnam Securities Depository and Clearing Corporation and securities investment fund management companies who are designated or selected to represent rights and benefits of bondholders under Clause 13, Article 3 of Decree No. 155/2020/ND-CP.

a/ A representative of bondholders must sign a service provision contract with the bond-issuing corporation, clearly stating powers and responsibilities of each party.

b/ When providing services, the representative of bondholders shall comply with Article 24 of Decree No. 155/2020/ND-CP.

c/ The change of a representative of bondholders is allowed when it is approved by bondholders representing 65% or more of the total bonds of the same type in circulation. The change of other terms in the contract on bondholders’ representative must be concurrently approved by the competent authority of the bond-issuing corporation.

8. Qualified audit firms, price appraisal enterprises, signatories of audit reports and price appraisal certificates, and any organizations and individuals that certify dossiers of private placement/offering of bonds shall take responsibility before law within the scope related to the dossiers.

9. Institutions providing corporate bond-related services as specified in Clauses 4, 6, 7 and 8 of this Article must not be related persons of bond-issuing corporations as provided in the Law on Securities and guiding documents. These institutions shall take full responsibility before law for their service provision activities. If committing violations, these institutions shall be administratively sanctioned according to regulations on sanctioning of administrative violations in the fields of securities and the securities market or examined for penal liability in accordance with law, depending on the nature and severity of their violations.

10. The Ministry of Finance shall guide the provision of consultancy on dossiers of private placement/offering of bonds, issuance underwriting, bidding and agency for privately placed corporate bonds, and bondholders’ representatives.”

12. To amend and supplement Article 15 as follows:

“Article 15. Bond registration and depository

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

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

b/ Five working days after the bond-issuing corporation discloses information on results of private placement of bonds under Article 20 of this Decree, for cases other than those specified at Point a of this Clause.

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

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

3. The centralized registration and depository of corporate bonds at the Vietnam Securities Depository and Clearing Corporation under this Decree and the law on securities does not imply that the Vietnam Securities Depository and Clearing Corporation confirms and secures the legality of private placement/offering of corporate bonds and the full payment of bond principals and interests.

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

a/ Bonds are traded through a Stock Exchange’s privately placed corporate bond trading system under Article 16 of this Decree.

b/ The transfer is made under a legally effective court judgment or ruling or arbitral award or according to inheritance in accordance with law.

5. The Ministry of Finance shall guide the registration, depository, exercise of rights, ownership transfer, and payment for privately placed corporate bonds at the Vietnam Securities Depository and Clearing Corporation, and cases of bond ownership transfer not through a Stock Exchange’s privately placed corporate bond trading system. Payment for bond trading is not subject to application of the central counterparty mechanism.”

13. To amend and supplement Article 16 as follows:

“Article 16. Bond trading

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

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

a/ Bonds may only be traded among the investors stated in bond issuance plans, unless the trading is conducted under legally effective court judgments or rulings or arbitral awards or according to inheritance in accordance with law.

b/ The transfer of convertible bonds and warrant-linked bonds is restricted under Point c, Clause 1, Article 31 of the Law on Securities. After the period of transfer restriction, the trading of such bonds must comply with Point a of this Clause.

3. Order and procedures for bond trading registration on a Stock Exchange’s privately placed corporate bond trading system:

a/ Within 15 working days after being granted a bond registration certificate from the Vietnam Securities Depository and Clearing Corporation, a bond-issuing corporation shall register bond trading.

b/ The bond-issuing institution shall send a bond trading registration dossier to the Stock Exchange by electronic means under the Stock Exchange’s Regulation. A bond trading registration dossier must comprise:

- A written request for bond trading registration, made according to the form provided in Appendix VI to this Decree;

- An establishment and operation license and enterprise registration certificate in accordance with law;

- A bond registration certificate issued by the Vietnam Securities Depository and Clearing Corporation;

- A decision on approval of the bond issuance plan;

- The competent state management agency’s written approval of bond issuance in accordance with specialized laws (if any);

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

c/ Within 5 working days after receiving a complete and valid dossier, the Stock Exchange shall issue a notice on bonds already registered for trading on its privately placed corporate bond trading system and, at the same time, disclose information on its website. In case of refusal, the Stock Exchange shall issue a written reply, clearly stating the reason.

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

4. Registration of bond trading after reorganization and deregistration of bond trading of bond-issuing corporations:

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

b/ Cases subject to bond trading deregistration:

-  Bonds become mature, or are entirely converted, redeemed or swapped by bond-issuing corporations before their maturity date;

- Bond-issuing corporations have their enterprise registration certificates or licenses for establishment and operation in specialized sectors revoked;

- Bond-issuing corporations are detected by the Stock Exchanges to forge bond trading registration dossiers or forge dossiers for changes in bond trading registration;

- Bond-issuing corporations terminate their existence as a result of dissolution, bankruptcy, division or splitting.

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

a/ Trading members are securities companies.

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

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

6. The Ministry of Finance shall guide the organization of the domestic market for trading of privately placed corporate bonds under this Article.”

14. To amend Clause 1, Article 19 as follows:

“1. At least 1 working day before the date of issuance of bonds, a bond-issuing corporation shall disclose information prior to the private placement/offering of bonds to investors that register 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/offering 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 process for cost-accounting, management and disbursement of capital raised from the private placement/offering of green bonds under Clause 3, Article 5 of this Decree.

c/ The bond-issuing 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 secures the bond issuance of the bond-issuing corporation.

15. To amend Clause 1, and add Clause 1a below Clause 1, Article 20 as follows:

“1. Within 5 working days after completing a private placement/offering of bonds, a bond-issuing corporation shall disclose information about results of the private placement/offering of bonds to bondholding 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.

1a. In case a bond-issuing corporation fails in or cancels its private placement/offering of bonds, within 5 working days after completing the bond distribution, it shall disclose the information thereof and send the disclosed information contents to the concerned 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:

a/ A bond-issuing corporation’s audited or reviewed biannual financial statement and 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 to-be-disclosed financial statements include the consolidated financial statement and financial statement of the parent company.

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

c/ Biannual and annual reports on the use of the proceeds from the private placement/offering of bonds, for outstanding bonds, which have been audited by a qualified audit firm.

d/ A report on the bond-issuing corporation’s fulfillment of commitments to its 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 cost-accounting, management and use of capital raised from the bond issuance, accompanied by the review opinion of an audit firm; a report on disbursement progress and project implementation progress, and a report on environmental impact assessment.”

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

“c/ There is a change in the conditions and terms of the issued bonds, or a change in the bondholders’ representative.

d/ It is mandatory to prematurely redeem bonds.

dd/ The bond-issuing corporation receives a competent agency’s decision on sanctioning of administrative violations in the fields of securities and the securities market or is subject to handling of violations according to regulations.”

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

“2. At least 1 working day before the date of issuance of bonds to the international market, a bond-issuing corporation shall send information contents to be disclosed prior to the bond offering to the concerned 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, and add Clause 1a below Clause 1, Article 30 as follows:

“1. Within 5 working days after completing a bond issuance, a bond-issuing corporation shall send information about bond offering results to the concerned Stock Exchange. To-be-disclosed information about bond offering results must comply with the Ministry of Finance’s guidance.

1a. In case a bond-issuing corporation fails in or cancels its bond offering, within 5 working days after completing the bond distribution, it shall disclose the information thereof and send the disclosed information contents to the concerned 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:

a/ The bond-issuing corporation’s audited or reviewed biannual financial statement and 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, 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 and annual reports on use of the proceeds from the bond issuance, for outstanding bonds.

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

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

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

21. To amend Article 32 as follows:

“Article 32. Specialized websites on corporate bonds at the Stock Exchanges

1. A Stock Exchange shall:

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

b/ Formulate and promulgate the Regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized website on corporate bonds after it is approved by the State Securities Commission of Vietnam.

2. The specialized website 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 indicators (outstanding debts of bonds (including those from all forms of borrowing from bond issuance), debt-to-equity ratio, total outstanding debts of bonds (including those from all forms of borrowing from bond issuance)-to-equity ratio, interest coverage ratio (profit before tax and interest to  interest)), bond codes, subjects of private placement/offering of each bond code, issuance interest rate, date of issuance, volume, par value and maturity date of bonds, report on payment of bond principals and interests, extraordinary information disclosure, and results of credit rating, for bond-issuing corporations subject to credit rating under regulations.

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

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

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

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

3. Investors and bond-issuing corporations may access the specialized website on corporate bonds to acquire information about issuance of corporate bonds under the Stock Exchange’s Regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized website on corporate bonds.”

22. To amend Article 33 as follows:

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

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

2. Representatives of bondholders shall send quarterly and annual reports to the State Securities Commission of Vietnam and the Stock Exchanges and make reports in case of detecting that bond-issuing corporations commit violations affecting bondholders’ interests.

3. Institutions engaged in bond issuance bidding, underwriting or agency shall send quarterly and annual reports to the Stock Exchanges. Particularly, commercial banks and foreign bank branches licensed by the State Bank of Vietnam to provide bond issuance agency services shall, in addition to the reporting regime specified in this Decree, implement the reporting regime in accordance with guidance of the State Bank of Vietnam.

4. Reporting regime applicable to the Stock Exchanges

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

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

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

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

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

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

23. To add Clauses 6 and 7 to Article 34 as follows:

“6. To provide investors with explanations about information related to bond issuance plans, legal risks, investment risks, capital use risks, and rights, interests and legal liability of bond-issuing corporations and investors.

7. Bond-issuing corporations are subject to mandatory premature redemption of bonds as specified in 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 on securities and Article 14 of this Decree when providing services on counseling on bond offering dossiers.

2. To implement 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 on securities and this Decree. If committing violations when providing services, organizations providing counseling on bond offering dossiers shall, depending on the nature and severity of their violations, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and the 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 on securities and Article 14 of this Decree when providing services on representatives of bondholders.

2. To implement 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 on securities and this Decree. If committing violations when providing services, representatives of bondholders shall, depending on the nature and severity of their violations, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and the securities market or examined for penal liability.”

26. To amend Article 37 as follows:

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

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

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

3. If committing violations when providing services, institutions engaged in bond issuance bidding, underwriting or agency shall, depending on the nature and severity of their violations, be administratively sanctioned in accordance with the regulations on sanctioning of administrative violations in the field of securities and the securities market or examined for penal liability.”

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

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

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

5. To promulgate the Regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized websites on corporate bonds; and the Regulation on the trading of privately placed corporate bonds after obtaining approval from 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 the regulations on registration, depository and ownership transfer of bonds and payment for bond transactions under this Decree and the law on securities.

2. To supervise the registration and depository of bonds and payment for bond transactions under the law on securities, covering service provision by depository members under this Decree and the Ministry of Finance’s guidance.

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

4. In case of detecting violations in the registration, depository and ownership transfer of privately placed bonds, to request in writing related organizations and individuals to provide explanations and additional information or report such violations 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 obtaining approval from 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 on securities.

2. To give its approval of the Regulation on receipt of information, supervision of information disclosure, reporting, and operation of the specialized website on corporate bonds; the Regulation on trading of privately placed corporate bonds; and the Regulation on registration, depository and payment of privately placed corporate bonds in accordance with this Decree.

3. To manage and supervise the trading of securities and the provision of securities-related services in accordance with the law on securities, covering the provision of counseling services on bond offering dossiers and the provision of bond issuance bidding, underwriting or agency services in accordance with this Decree; to manage and supervise the Vietnam Securities Depository and Clearing Corporation in the registration, depository and ownership transfer of bonds; to manage and supervise the Stock Exchanges in the implementation of the information disclosure and reporting regimes and in the trading of corporate bonds in accordance with the law on securities and this Decree.

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

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

“2. To examine, inspect and supervise credit institutions in raising capital from bond issuance; to license commercial banks and foreign bank branches to provide corporate bond issuance agency services; to supervise commercial banks and foreign bank branches in providing bond issuance agency services 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 to Article 41 as follows:

“4. Related ministries and sectors shall, within the ambit of their assigned functions and tasks, coordinate with one another in inspecting and supervising the private placement/offering and trading of bonds and provision of services in the corporate bond market in accordance with this Decree and relevant 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, the provision of services related to privately placed corporate bonds and the organization of a market for trading of privately placed corporate bonds at the Stock Exchanges in accordance with this Decree.

2. To summarize and evaluate the operation of the corporate bond market in accordance with this Decree so as to propose the Government to promulgate new mechanisms and policies or amend existing ones.

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

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

Article 3. Transitional provisions

1. For bonds which are privately placed/offered before the effective date of this Decree and for which to-be-disclosed information contents have been sent prior to the private placement/offering to the Stock Exchanges, it is allowed to continue distributing such bonds in accordance with Decree No. 153/2020/ND-CP and required to complete the distribution of bonds and collection of payments for bonds from investors within 30 days after the effective date of this Decree. The implementation of the reporting and information disclosure regimes, and registration, depository and trading of bonds must comply with this Decree.

2. Bond-issuing corporations that privately place/offer bonds in accordance with this Decree but have not yet prepared periodical reports on the use of the proceeds from bond issuance, for outstanding bonds, under Clause 16, Article 1 of this Decree shall additionally include a report on the use of the proceeds from bond issuance for outstanding bonds, in their private placement/offering dossiers, from the date of bond issuance to the expected date of private placement/offering of new bonds.

3. For corporate bonds that have been issued before the effective date of this Decree and remain outstanding by the effective date of this Decree:

a/ Bond-issuing corporations shall implement the regimes on reporting, periodical information disclosure and extraordinary information disclosure in accordance with this Decree and the Ministry of Finance’s guidance.

b/ Bond-issuing corporations may not change the term of issued bonds.

c/ Regarding bond transactions:

- For corporate bonds issued before the effective date of Decree No. 153/2020/ND-CP and remaining outstanding, they may continue to be deposited and traded under the approved bond issuance plans. Bond registration and depository institutions shall continue implementing the reporting regime as specified in Article 33 of Decree No. 153/2020/ND-CP until the bond maturity date.

- For corporate bonds issued in accordance with Decree No. 153/2020/ND-CP and remaining outstanding, they shall be registered, deposited and registered for trading in accordance with this Decree. Such bonds shall be traded among investors in accordance with Clauses 1 and 2, Article 16 of Decree No. 153/2020/ND-CP.

4. Within 45 days since the latest periodical information disclosure period after this Decree takes effect, the specialized websites on corporate bonds at the Stock Exchange shall be updated with sufficient information on the issuance of corporate bonds in the domestic market under Clause 21, Article 1 of this Decree.

5. Within 9 months from the effective date of this Decree, the bond registration and depository system at the Vietnam Securities Depository and Clearing Corporation and the trading systems of privately placed corporate bonds at the Stock Exchanges shall be officially operated. Within 3 months after the bond registration, depository and trading system is officially operated, the bonds issued in accordance with this Decree or issued in accordance with Decree No. 153/2020/ND-CP and remaining outstanding shall be registered, deposited and registered for trading in accordance with this Decree. Pending the operation of the bond registration and depository system at the Vietnam Securities Depository and Clearing Corporation and the trading systems of privately placed corporate bonds at the Stock Exchanges, the bonds issued in accordance with this Decree or issued in accordance with Decree No. 153/2020/ND-CP and remaining outstanding shall be subject to registration, depositing, execution of warrant rights or ownership transfer in accordance with Decree No. 153/2020/ND-CP.

6. Investors that have been identified as professional securities investors in accordance with Decree No. 155/2020/ND-CP before the effective date of this Decree shall, when purchasing privately placed corporate bonds in accordance with Decree No. 153/2020/ND-CP and this Decree, be subject to identification of status 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, chairpersons of provincial-level People’s Committees; and Boards of Directors, Members’ Councils, and Directors General or Directors of bond-issuing corporations shall implement this Decree.-

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

* The appendices to this Decree are not translated.