Circular 76/2024/TT-BTC reporting regimes on offering of corporate bonds to the international market

CIRCULAR

Guiding the information disclosure and reporting regimes on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market

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Pursuant to the Government’s 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 Government’s Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing a number of articles of the Government’s 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 Government’s Decree No. 08/2023/ND-CP dated March 05, 2023, amending, supplementing, and ceasing the effect of, a number of articles of the Decrees on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market;

Pursuant to the Government’s Decree No. 09/2019/ND-CP dated January 24, 2019, prescribing reporting regimes applicable to state administrative agencies;

Pursuant to the Government’s Decree No. 14/2023/ND-CP dated April 20, 2023, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of Director of the Department of Banking and Financial Institutions;

The Minister of Finance promulgates the Circular guiding the information disclosure and reporting regimes on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market.

Chapter I
GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular provides for guidance on the information disclosure and reporting regimes in accordance with the Government’s 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); the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022, amending and supplementing a number of articles of Decree No. 153/2020/ND-CP (hereinafter referred to as Decree No. 65/2022/ND-CP); and the Government’s Decree No. 08/2023/ND-CP dated March 05, 2023, amending, supplementing, and ceasing the effect of, a number of articles of the Decrees on private placement of corporate bonds and trading of privately placed corporate bonds in the domestic market and offering of corporate bonds to the international market (hereinafter referred to as Decree No. 08/2023/ND-CP), including:

a) Information disclosure regimes applicable to corporations privately issuing bonds in the domestic market and to the international market;

b) Reporting regimes of Stock Exchanges, the Vietnam Securities Depository and Clearing Corporation, organizations providing counseling on corporate bond offering dossiers, organizations engaged in corporate bond issuance bidding, underwriting or agency, organizations representing bondholders, bond registration and depository institutions.

2. The information disclosure and reporting regimes for privately placed corporate bond trading members shall comply with the Ministry of Finance’s Circular No. 30/2023/TT-BTC dated May 17, 2023, on guiding the registration, depository of, exercise of rights, transfer of ownership rights to, payment for, and organization of the market for trading of, privately placed corporate bonds in the domestic market.

Article 2. Subjects of application

1. Corporations privately issuing bonds in the domestic market and to the international market.

2. Organizations providing counseling on corporate bond offering dossiers; organizations engaged in corporate bond issuance bidding, underwriting or agency; representatives of bondholders; bond registration and depository institutions.

3. Vietnam Exchange.

4. Hanoi Stock Exchange.

5. Vietnam Securities Depository and Clearing Corporation.

6. Relevant agencies, organizations and individuals.

CHAPTER II
SPECIFIC PROVISIONS

Section 1
INFORMATION DISCLOSURE OF CORPORATIONS PRIVATELY ISSUING BONDS IN THE DOMESTIC MARKET

Article 3. Information disclosure prior to a private placement of bonds

1. A bond-issuing corporation must carry out the information disclosure prior to a private placement of bonds in accordance with Article 19 of Decree No. 153/2020/ND-CP and Clause 14 Article 1 of Decree No. 65/2022/ND-CP.

2. The to-be-disclosed information contents prior to the placement shall comply with the form in Appendix I issued together with this Circular.

3. The forms of information disclosure must comply with Points a and b Clause 1, and Clause 2 Article 6 of this Circular.

Article 4. Disclosure of information on results of private placement of bonds, periodical information disclosure and extraordinary information disclosure

1. Bond-issuing corporations shall disclose information on results of their private placement of bonds in accordance with Article 20 of Decree No. 153/2020/ND-CP and Clause 15 Article 1 of Decree No. 65/2022/ND-CP. The to-be-disclosed information contents on results of private placement of bonds in the domestic market are specified in the form provided in Appendix II issued together with this Circular.

2. The bond-issuing corporations shall disclose information once every 6 months and every year in accordance with Article 21 of Decree No. 153/2020/ND-CP, Clause 16 Article 1 of Decree No. 65/2022/ND-CP and according to the form provided in Appendix III issued together with this Circular.

3. The bond-issuing corporations shall carry out extraordinary information disclosure in accordance with Article 22 of Decree No. 153/2020/ND-CP, Clause 17 Article 1 of Decree No. 65/2022/ND-CP and according to the form provided in Appendix IV issued together with this Circular.

4. The forms of disclosure of information on results of private placement of bonds, periodical information disclosure and extraordinary information disclosure must comply with Article 6 of this Circular.

Article 5. Disclosure of information on convertible bonds, warrant-linked bonds, premature redemption of bonds or bond swap

1. Bond-issuing corporations shall disclose information on the conversion of bonds into stocks or execution of rights of warrant-linked bonds in accordance with Article 23 of Decree No. 153/2020/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix V issued together with this Circular.

2. Bond-issuing corporations shall disclose information on premature redemption of bonds or bond swap in accordance with Clause 2 Article 23 of Decree No. 153/2020/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix V issued together with this Circular.

3. Forms of information disclosure:

a) For information disclosure prior to premature redemption of bonds and prior to bond swap, the forms of information disclosure must comply with Clause 1 Article 6 of this Circular;

b) For disclosure of information on the conversion of bonds into stocks or execution of rights of warrant-linked bonds, results of premature redemption of bonds and results of bond swap,  the forms of information disclosure must comply with Article 6 of this Circular.

Article 6. Forms of information disclosure by bond-issuing corporations

1. Bond-issuing corporations shall disclose information to bond purchasers in at least one of the following forms:

a) Paper documents;

b) Electronic documents;

c) Posting on their websites.

2. Bond-issuing corporations shall disclose information to the Hanoi Stock Exchange in the form of electronic documents via the specialized page on corporate bonds.

Section 2
INFORMATION DISCLOSURE OF CORPORATIONS ISSUING BONDS TO THE INTERNATIONAL MARKET

Article 7. Information disclosure prior to bond offering

1. A bond-issuing corporation must carry out the information disclosure prior to bond offering in accordance with Article 29 of Decree No. 153/2020/ND-CP and Clause 18 Article 1 of Decree No. 65/2022/ND-CP. The information contents subject to disclosure are specified in the form provided in Appendix I issued together with this Circular.

2. The forms of information disclosure prior to bond offering must comply with Clause 2 Article 6 of this Circular.

Article 8. Disclosure of information on results of bond offering

1. Bond-issuing corporations shall disclose information on results of bond offering in accordance with Article 30 of Decree No. 153/2020/ND-CP and Clause 19 Article 1 of Decree No. 65/2022/ND-CP. The to-be-disclosed information contents on results of bond offering to the international market are specified in the form provided in Appendix II issued together with this Circular.

2. The forms of disclosure of information on results of bond offering must comply with Clause 2 Article 6 of this Circular.

Article 9. Periodical information disclosure

1. Bond-issuing corporations shall periodically disclose information in accordance with Article 31 of Decree No. 153/2020/ND-CP and Clause 20 Article 1 of Decree No. 65/2022/ND-CP, with the following contents:

a) Information contents subject to periodical disclosure, specified in the form provided in Appendix III issued together with this Circular;

b) To-be-disclosed information contents on the conversion of bonds into stocks, execution of rights of warrant-linked bonds, results of premature redemption of bonds and results of bond swap in the period (if any), as specified in the form provided in Appendix V issued together with this Circular.

2. The forms of periodical information disclosure must comply with Clause 2 Article 6 of this Circular.

Section 3
REPORT REGIME OF ORGANIZATIONS PROVIDING COUNSELING ON CORPORATE BOND OFFERING DOSSIERS, ORGANIZATIONS ENGAGED IN CORPORATE BOND ISSUANCE BIDDING, UNDERWRITING OR AGENCY, REPRESENTATIVES OF BONDHOLDERS, BOND REGISTRATION AND DEPOSITORY INSTITUTIONS, STOCK EXCHANGES AND THE VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION

Article 10. Reporting by organizations providing counseling on corporate bond offering dossiers

1. Organizations providing counseling on corporate bond offering dossiers shall make quarterly and annual reports on the provision of counseling on corporate bond offering dossiers in accordance with Clause 22 Article 1 of Decree No. 65/2022/ND-CP.

2. The contents of reports are defined in the form provided in Appendix VI issued together with this Circular. The reporting period starts from January 1 to December 31 for annual reporting periods and starts from 1^st of the first month of a quarter to the last day of the last month of that quarter for quarterly reporting periods.

3. Report recipient, form and method of sending reports: Organizations providing counseling on corporate bond offering dossiers shall send paper reports to the State Securities Commission of Vietnam.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 31 of the year following the reporting year, for annual reports.

Article 11. Reporting by organizations engaged in bond issuance bidding, underwriting or agency, for corporate bonds issued to the domestic market

1. Organizations engaged in corporate bond issuance bidding, underwriting or agency shall make quarterly and annual reports on the provision of corporate bond issuance bidding, underwriting or agency service in accordance with Clause 22 Article 1 of Decree No. 65/2022/ND-CP.

2. The contents of reports are defined in the form provided in Appendix VII issued together with this Circular. The reporting period starts from January 1 to December 31 for annual reporting periods and starts from 1^st of the first month of a quarter to the last day of the last month of that quarter for quarterly reporting periods.

3. Report recipient, form and method of sending reports: Organizations engaged in corporate bond issuance bidding, underwriting or agency shall send their electronic reports to the Hanoi Stock Exchange via the specialized page on corporate bonds.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 31 of the year following the reporting year, for annual reports.

Article 12. Reporting by representatives of bondholders

1. Representatives of bondholders shall send their quarterly and annual reports in accordance with Clause 22 Article 1 of Decree No. 65/2022/ND-CP.

2. The contents of reports are defined in the form provided in Appendix VIII issued together with this Circular. The reporting period starts from January 1 to December 31 for annual reporting periods and starts from 1^st of the first month of a quarter to the last day of the last month of that quarter for quarterly reporting periods.

3. Report recipient, form and method of sending reports: Representatives of bondholders shall send their paper reports to the State Securities Commission of Vietnam and their electronic reports to the Hanoi Stock Exchange via the specialized page on corporate bonds.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 31 of the year following the reporting year, for annual reports.

5. In case a bond-issuing corporation is found to have committed an act of violation affecting the interests of investors, the representative of bondholders shall, within 24 hours from the time of detecting of the violation, send its ad hoc report in paper and electronic forms to the State Securities Commission of Vietnam (email: [email protected]); and send its electronic report to the Hanoi Stock Exchange for the announcement at the specialized page on corporate bonds.

Article 13. Reporting by bond registration and depository institutions

1. Bond registration and depository institutions shall make their quarterly and annual reports on bond registration and depository, payment of bond principals and interests, structure of investors holding bonds, trading of privately placed corporate bonds for bonds being registered and deposited at the bond registration and depository institutions until the time such bonds have not been registered and deposited such institutions.

2. The contents of a periodic report (accumulated from January 1 through the final day of a quarter/year) are specified in the form provided in Appendix IX issued together with this Circular.

3. Form of reports: Bond registration and depository institutions shall send their reports in electronic form to the Hanoi Stock Exchange via the specialized page on corporate bonds.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 25 of the year following the reporting year, for annual reports.

5. The Vietnam Securities Depository and Clearing Corporation shall make periodical reports as defined in this Article for bonds that are issued before the effective date of Decree No. 153/2020/ND-CP and are being registered and deposited in the Vietnam Securities Depository and Clearing Corporation until there is no outstanding debt for such bonds.

Article 14. Periodical reports of the Vietnam Securities Depository and Clearing Corporation

1. The Vietnam Securities Depository and Clearing Corporation shall make its quarterly and annual reports in accordance with Clause 22 Article 1 of Decree No. 65/2022/ND-CP.

2. The contents of periodical reports are specified in the form provided in Appendix IX issued together with this Circular. The reporting period starts from January 1 to December 31 for annual reporting periods and starts from 1^st of the first month of a quarter to the last day of the last month of that quarter for quarterly reporting periods.

3. Report recipient, form and method of sending reports: The Vietnam Securities Depository and Clearing Corporation shall send its quarterly and annual reports in the paper and electronic forms to the State Securities Commission of Vietnam (email: [email protected]); and send the reports’ contents to the Hanoi Stock Exchange in electronic documents via the specialized page on corporate bonds in order that the Hanoi Stock Exchange continues synthesizing and reporting on the depository situation and structure of investors holding bonds as defined in Clause 2 Article 15 of this Circular.

4. Deadlines for submission of reports: The 15^th of the first month of the quarter following the reporting quarter, for quarterly reports, and January 31 of the year following the reporting year, for annual reports.

Article 15. Periodical reports of Hanoi Stock Exchange

1. The Hanoi Stock Exchange shall make its quarterly and annual reports on the private placement/offering and trading of corporate bonds in accordance with Clause 22 Article 1 of Decree No. 65/2022/ND-CP, including the following contents:

a) Report on the private placement/offering and trading of corporate bonds in the domestic market and offering of bonds to the international market in a period (accumulated from January 1 through the final day of a quarter/year). Particularly for reports at the end of the second quarter and annual reports, the information on the financial situation of bond-issuing corporations is required additionally. The contents of reports are specified in the form provided in Appendix X issued together with this Circular.

b) Evaluation of and remarks on private placement/offering and trading of corporate bonds in the period and bonds accumulated from the beginning of the year to the end of the reporting period, including: private placement/offering of corporate bonds; compliance with the information disclosure regime by bond-issuing corporations; compliance with reporting regimes by organizations engaged in corporate bond issuance bidding, underwriting or agency; bond trading; payment of bond principals and interests; conversion of bonds, execution of rights, premature redemption of bonds and bond swap.

2. The Hanoi Stock Exchange shall continue to make reports on bond registration and depository, payment of bond principals and interests, structure of investors holding bonds, trading of privately placed corporate bonds based on synthesis of bond registration and depository institutions (including the Vietnam Securities Depository and Clearing Corporation) as defined in Article 13 of this Circular and reports of the Vietnam Securities Depository and Clearing Corporation as specified in Article 14 of this Circular. Reporting shall be carried out until the time when the registration and depository institutions (including the Vietnam Securities Depository and Clearing Corporation) are no longer obliged to report as prescribed in Article 13 of this Circular.

3. Report recipient, form and method of sending reports: The Hanoi Stock Exchange shall send its paper and electronic reports to the State Securities Commission of Vietnam (email: [email protected]).

4. Deadlines for submission of reports:

a) The final day of the first month of the quarter following the reporting quarter, for quarterly reports; or September 20 of the reporting year, for reports at the end of the second quarter;

b) April 29 of the year following the reporting year, for annual reports.

Chapter III
ORGANIZATION OF IMPLEMENTATION AND IMPLEMENTATION PROVISIONS

Article 16. Effect

1. This Circular takes effect on December 25, 2024.

2. This Circular replaces the Circular No. 122/2020/TT-BTC dated December 31, 2020 of the Ministry of Finance, on guiding the information disclosure and reporting regimes under the Decree No. 153/2020/ND-CP.

Article 17. Organization of implementation

1. Pursuant to Decree No. 153/2020/ND-CP, Decree No. 65/2022/ND-CP, Decree No. 08/2023/ND-CP and this Circular, the Vietnam Exchange shall be responsible for developing and promulgating the Regulations on receipt, supervision of information disclosure, reporting and operation of the specialized page on corporate bonds in accordance with law regulations.

2. In case legal documents mentioned herein for application are amended, supplemented or replaced, these amending, supplementing or replacing documents shall apply.

3. The Chief of the Office of Ministry of Finance, the Director of the Department of Banking and Financial Institutions, and heads of related units under the Ministry of Finance, the State Securities Commission of Vietnam, the Vietnam Exchange, the Hanoi Stock Exchange, the Vietnam Securities Depository and Clearing Corporation, bond-issuing corporations, organizations providing counseling on corporate bond offering dossiers, organizations engaged in corporate bond issuance bidding, underwriting or agency, organizations representing bondholders, bond registration and depository institutions, and related organizations and individuals shall implement this Circular.

4. Any problem arising in the course of implementation shall be promptly reported to the Ministry of Finance for reviewing and handling./.