Consolidation Document 36-VBHN-BTC in 2020 consolidates the decree regulating corporate bond issuance

DECREE [1]

REGULATIONS ON ENTERPRISE BOND ISSUING

Decree No. 163/2018 / ND-CP dated December 04, 12 of the Government providing for the issuance of corporate bonds, effective from February 2018, 01, as amended and supplemented by :

Decree No. 81/2020 / ND-CP dated July 09, 7 of the Government amending and supplementing a number of articles of Decree No. 2020/163 / ND-CP dated December 2018, 04 providing for the issuance of Enterprise votes, effective from September 12, 2018.

Pursuant to the Law on Organization of the Government dated April 30, 2013, 19 year of 6;

Pursuant to the Enterprise Law dated 26 month 11 year 2014;

Pursuant to the Law on Securities dated June 29, 6;

Pursuant to the Law amending and supplementing a number of articles of the Law on Securities dated November 24, 11;

Pursuant to the Law on Credit Institutions dated June 16, 6; Law amending and supplementing the Law on Credit Institutions dated November 2010, 20;

At the proposal of the Minister of Finance;

The Government promulgates a Decree on corporate bond issuance. [2]

Chapter I

GENERAL RULES

Article 1. Scope

1. This Decree provides for the private issuance of corporate bonds within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to the international market.

2. This Decree does not regulate the public issuance of corporate bonds in accordance with the Law on Securities and its guiding documents.

Article 2. Subject of application

1. Bond issuers are joint-stock companies or limited liability companies established and operating under Vietnamese law.

2. Organizations and individuals involved in corporate bond issuance.

Article 3. Application of relevant laws

1. Enterprises operating in securities, banking and lottery sectors, apart from complying with the provisions of this Decree, must comply with the provisions of specialized law. In case of discrepancy between the provisions of a specialized law and the provisions of this Decree, the provisions of the specialized law prevail.

2. Enterprises issuing bonds to the international market, apart from complying with the provisions of this Decree, must comply with the provisions of Decree No. 219/2013 / ND-CP dated December 26, 12 of the Government on management of foreign borrowing and foreign debt repayment of enterprises which are not guaranteed by the Government, guiding documents and documents amending, supplementing or replacing (if any). In case of any discrepancy between the laws on management of foreign borrowing and foreign debt repayment of enterprises and the provisions of this Decree, the provisions of law on management of foreign loans and foreign debt repayment shall apply. enterprise.

3. For State enterprises, apart from complying with the provisions of this Decree, they must comply with the provisions on capital mobilization limits, the competence to raise capital and the purpose of capital mobilization according to the provisions of the Law on Administration. management and use of state capital to invest in production and business at enterprises in 2014, guiding documents and amendments and supplements (if any).

4. [3] The violations of individual corporate bond issuance of related organizations and individuals will be sanctioned according to the regulations on sanctioning of administrative violations in the field of securities, securities market and regulations. of relevant laws.

Article 4. Terminology explanation

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

1. "Enterprise bond" means a type of securities with a term of one year or more, issued by an enterprise, confirming the enterprise's obligation to repay principal, interest, and other obligations (if any) to investors own bonds.

2. "Corporate bonds privately issued" are corporate bonds issued to less than 100 investors, excluding professional securities investors, and not using the media or the Internet.

3. "Green corporate bonds" are corporate bonds issued to invest in environmental protection projects in accordance with the Law on Environmental Protection.

4. "Convertible bond" means a type of bond issued by a joint-stock company, which can be converted into common shares of the issuing enterprise under the terms and conditions determined in the bond issuance plan. promissory note.

5. "Secured bond" means a type of bond guaranteed to be paid in whole or in part by the date of maturity with the assets of the issuing business or the property of a third party; or receive payment guarantee from a financial or credit institution that has the function of providing payment guarantee services.

6. "Warrant-attached bonds" are bonds that are issued together with the issue of warrants, allowing investors who own bonds to buy a certain number of common shares according to the conditions and conditions. predefined clause.

7. "Auditing organization" means an auditing organization which is approved to audit the financial statements of an entity with the public interest in accordance with the Law on Independent Auditing.

8. "Bond depository organization" means the Vietnam Securities Depository or an organization that is a member of the Vietnam Securities Depository providing the corporate bond depository service.

9. "Bond swap" means that an issuing enterprise buys or sells two different bond codes of the same enterprise at the same time to restructure the debt portfolio.

10. "Buy-back of bonds before maturity" means the redemption of issued bonds by an issuing enterprise before the maturity date.

11. “Bond issuance completion date” is the date on which the issuing business finishes collecting money to buy bonds from investors.

12. "State enterprise" means an enterprise of which 100% charter capital is held by the State according to the provisions of Clause 8, Article 4 of the 2014 Law on Enterprises and its amendment, supplement and replacement documents (if any). .

Article 5. Principles of issuing and using corporate bond capital

1. Enterprises issue bonds on the principle of self-borrowing, self-repayment, self-responsibility for the efficiency of capital use and ensuring the ability to repay debts.

2. An enterprise issues bonds to implement investment programs and projects, to increase the size of its working capital or to restructure its own debts. The issuance purpose must be specified by the enterprise in its bond issuance plan and disclosed to investors who register to buy bonds according to the provisions of this Decree.

3. The use of capital raised from the bond issue must ensure the correct purpose according to the issuance plan and information disclosure contents to investors.

4. For the issuance of green bonds, in addition to compliance with the provisions of Clauses 1, 2 and 3 of this Article, capital sources from the bond issue shall be separately accounted, managed, monitored and disbursed for projects. environmental protection judgment according to issuance plan approved by competent authorities.

Article 6. Basic terms and conditions of the bond

1. Bond term: shall be decided by the issuing enterprise for each issuance tranche based on the enterprise's need for capital use and market situation.

2. Issuing volume: shall be decided by the issuing enterprise in each phase, based on the capital use demand and the mobilization capacity of the market in each period.

3. Currency of the bond issue and payment

a) For bonds to be issued in the domestic market, the issuing currency is Vietnam dong;

b) For bonds to be issued to the international market, the issuance currency must comply with the issuance market's regulations;

c) The currency used for bond principal and interest payment is the same type as the issue currency.

4. Face value of the bond

a) Bonds issued in the domestic market, with par value of 100.000 (one hundred thousand) VND or multiple of 100.000 (one hundred thousand) VND.

b) The par value of a bond issued to the international market shall comply with the issuance market's regulations.

5. Bond form

a) Bonds are issued in the form of certificates, book entries or electronic data;

b) Issuing enterprises shall decide on specific forms of bonds for each issue according to the issuance market's regulations.

6. The nominal interest rate of a bond

a) The nominal interest rate of a bond can be determined by one of the following methods: fixed interest rate for the entire term; floating rate; or a combination of fixed and floating interest rates;

b) In case the nominal interest rate is a floating rate, the issuer must specify the reference basis for determining the nominal interest rate in the issuance plan and disclose information to investors buying bonds. about the reference basis used;

c) The enterprise decides the nominal interest rate for each issue in accordance with the financial situation and debt payment ability. In addition to complying with this Decree, interest rates of bonds issued by credit institutions must be consistent with the State Bank's regulations on interest rates.

7. Type of bond

a) Non-convertible bonds: are secured or unsecured bonds, bonds accompanied with warrants or bonds without warrants;

b) Convertible bonds: are secured or unsecured bonds, bonds accompanied with warrants or bonds without warrants.

8. [4] Trading of bonds: Corporate bonds issued in the domestic market are restricted from trading to less than 100 investors excluding professional securities investors, within one year from the date of completion of the issuance. except under the decision of the Court or inheritance according to the provisions of law. After the time mentioned above, corporate bonds can be traded without limitation in terms of the number of investors, unless the issuing company decides otherwise. Corporate bonds issued to the international market comply with regulations on transactions in the issuing market.

9. The method of bond principal and interest payment shall be decided by issuing businesses on the basis of capital use needs and issuance market practices, and shall be announced to investors prior to bond issuance.

Article 7. Buy-back of bonds before maturity, swap bonds

1. Issuing enterprises may redeem bonds before maturity or swap bonds to reduce debts or restructure debts.

2. Where it is expected that issued bonds can be redeemed before maturity or exchanged bonds, the issuing enterprise must specify in the information disclosure before the issue of the early redemption or swap. bonds.

3. At least 15 working days before the organization to repurchase bonds before maturity or swap bonds, issuing enterprises must disclose and publicize information on early redemption and swap, including: methods of organizing redemption and exchange; conditions and terms of redemption and swap; volume of bonds redeemed and exchanged for bondholders under the plan to repurchase bonds before maturity or swap bonds approved by competent authorities.

4. Organizations and individuals competent to approve and accept bond issuance plans are those competent to approve and approve bond redemption plans or swap bonds.

Article 8. Subjects to buy bonds

1. Buyers of bonds are Vietnamese and foreign organizations and individuals.

2. Investors buying bonds by themselves assess the level of risks in bond investment, limit investment in bond transactions, and are responsible for their own investment decisions.

Article 9. Rights of owners of bonds

1. To be fully and punctually paid by bond issuers on maturity and ensured the exercise of accompanying rights (if any) according to the bond's terms and conditions upon payment. onions.

2. To use bonds to transfer, give, donate, leave, inherit, discount and use bonds as security assets in civil relations and commercial relations in accordance with law.

Chapter II

BOND ISSUED IN THE DOMESTIC MARKET

Article 10. Conditions for the issue of bonds

1. [5] For bonds not convertible or bonds without warrants:

a) The issuing company is a joint stock company or a limited liability company established and operating under the laws of Vietnam.

b) Having a minimum operation period of 01 year from the date of first grant of an Enterprise Registration Certificate or Certificate of Business Registration or an equivalent License as prescribed by law. For reorganized or transformed enterprises, the duration of operation is counted as the operating time of the divided enterprise (in case of division), and the operation duration of the split enterprise (in the case of separation of enterprises), the longest operating time among the merged enterprises (in case of merger), the operating time of the merging enterprise (in case of merger), the the operating period of the business before and after the transformation (in the case of company conversion).

c) Having financial statements of the year preceding the year of issuance audited by a qualified audit organization as prescribed in Clause 7, Article 4 of this Decree.

d) Sign an advisory contract with an advisory organization on bond issuance dossiers as prescribed in Clause 3, Article 15 of this Decree, unless the issuing company is an organization permitted to provide dossier consultancy services. preliminary issuance of bonds in accordance with the law.

dd) Ensuring compliance with the limit on the number of investors when issuing and trading bonds as prescribed in Clause 2 Article 4 and Clause 8 Article 6 of this Decree.

e) Having a bond issue plan approved and approved by a competent authority as prescribed in Article 14 of this Decree.

g) To make full payment for both principal and interest of issued bonds in 03 consecutive years before the bond issuance (if any).

h) Satisfying financial prudential ratios and safety ratios in operations in accordance with specialized laws.

i) To ensure that outstanding balance of corporate bonds privately issued at the time of issuance (including expected issuance volume) does not exceed 05 times of equity according to the latest quarterly financial statement at the time of issuance. Issuance approved by competent authorities.

k) Each issuance must be completed within 90 days from the date of information announcement prior to the release; The following issuance must be at least 06 months apart from the previous issue, and the bonds issued in one issuance must have the same terms and conditions.

l) Credit institutions that issue bonds are not required to meet the provisions of Points i and k of this Clause.

2. For the issue of convertible bonds or bonds accompanied with warrants:

a) The issuing company is a joint stock company;

b) [6] Meeting the issuance conditions specified in point b, point c, point d, point dd, point e, point g, point h, point i, point k, point l clause 1 of this Article;

c) Satisfying foreign investors' ownership ratio as prescribed by law in case of converting bonds into shares or exercising the right to purchase warrants;

d) The issuance of convertible bonds must be at least six months apart;

dd) Convertible bonds, warrants issued together with bonds are not transferable for at least 01 year from the date of completion of the issuance, except for the case of transfer to or among securities investors. business or under the decision of the Court or inheritance in accordance with the law.

3. An issuing enterprise being a public company must, apart from the satisfaction of the issuance conditions specified in Clauses 1 and 2 of this Article, also satisfy the conditions for a private offering of securities of a public company as prescribed. in Article 10a of the Law amending and supplementing a number of articles of the Securities Law.

Article 11. Conditions for the issuance of bonds to be issued in multiple issuances

1. An enterprise that issues bonds in multiple issuances must satisfy the following conditions:

a) Issuance conditions specified in Article 10 of this Decree;

b) Having a need to raise capital in multiple installments in accordance with the purpose of bond issuance approved by a competent authority;

c) Having a bond issue plan, clearly stating the number of issuance; Estimated volume, time of issue and plan of capital use of each issue. Make sure the issuance period of each batch cannot exceed 90 days;

d) To disclose information on the bond issue as prescribed in Clause 2 Article 22 of this Decree.

2. A bond-issuing enterprise that satisfies the conditions specified in Clause 1 of this Article may issue bonds in many installments, but must not exceed 12 months from the date of the first issue of the first issue.

Article 12. Bond issuance process

1. Issuing enterprises shall prepare bond issuance dossiers according to the provisions of Article 13 of this Decree.

2. Issuing enterprises shall disclose information prior to the issuance in accordance with Article 22 of this Decree.

3. Issuing businesses shall organize the issue of bonds according to the provisions of Article 15 of this Decree.

4. Issuing businesses shall disclose information on bond issuance results and report on issuance results according to the provisions of Article 23 of this Decree.

5. Issuing enterprises shall depository bonds according to the provisions of Article 16 of this Decree.

6. Issuing enterprises shall make payment of bond principal and interest according to the provisions of Article 17 of this Decree.

7. Issuing enterprises shall disclose information and make periodical reports from the completion of the bond issue to the time of bond maturity according to the provisions of Article 24 of this Decree.

Article 13. Documents to issue bonds

1. [7] An enterprise's application for issuing bonds includes:

a) The bond issuance plan specified in Clause 1, Article 14 of this Decree;

b) The disclosure of information about the bond issue is made according to Appendix 1 to this Decree;

c) Contract signed between the issuing company and an organization providing services related to the bond issue;

d) Audited financial statements of the year preceding the year of issue;

dd) Result of credit rating by a credit rating agency for the enterprise that issues bonds and types of bonds to be issued (if any);

e) A bond purchase contract which includes an investor's commitment to fully access the disclosed information prior to the issue and understand the risks of buying bonds.

2. A dossier of issuance of bonds in multiple installments, in addition to the documents specified in Clause 1 of this Article, includes:

a) Project or plan to use capital in installments;

b) Update on the financial situation of the issuer, the use of the proceeds from the previous issue if the issuance is 06 months or more behind the previous issue.

3. [8] Financial statements of the year preceding the issuance year in the bond issuance dossier specified at Point d, Clause 1 of this Article must be audited by a qualified auditing organization under the provisions of Clause 7, Article 4 of the Decree. this. The audit opinion of the financial statement is the fully accepted opinion, in case the auditor's opinion is an exception, the exclusion does not affect the issue conditions; The issuing firm must have a reasonable documentation and certification by the auditor of the effect of the exclusion.

a) Where the enterprise issues bonds within 90 days from the end of the fiscal year without audited financial statements of the year preceding the year of issuance, or the consolidated financial statements are not available. audited the year preceding the year of issuance, the enterprise using the semi-annual financial statements or the 09-month financial statements of the preceding fiscal year that are reviewed or audited by the State Audit or an organization qualified auditors according to the provisions of Clause 7, Article 4 of this Decree. Within 20 days from the date on which the audit results of the annual financial statements are available, the issuing company must disclose information to investors owning bonds.

b) If the bond issuer is a parent company, the audited financial statements include the audited consolidated financial statements of the year preceding the year of issue and the public's audited financial statements. year preceding the year of issue.

Article 14. Bond issuance plans and competence to approve issuance plans:

1. Bond-issuing businesses shall elaborate issuance plans for submission to competent authorities for approval and approval according to the provisions of Clause 2 of this Article and serve as a basis for information disclosure. A bond issuance plan includes the following basic contents:

a) Information about the issuing enterprise (name of the enterprise, type of business, head office, Certificate of business registration or Certificate of business registration or License of equivalent validity as prescribed by law. the law);

b) [9] Purpose of the bond issue, in which specific information about investment programs and projects is specified; production and business activities that need additional capital; structured debts (debt name, value, debt term) by capital from bond issues. For credit institutions, specifying the purpose of the issue to increase tier 2 capital and / or use for lending, investment or other purposes;

c) Documents and legal documents proving that the enterprise satisfies each bond issuance condition specified in Articles 10 and 11 of this Decree;

d) Conditions and terms of the bond to be issued; location of the issuance; the number of issuances and expected time of issuance of each batch;

dd) Conditions and terms on the conversion of bonds into shares, for the case of issuance of convertible bonds;

e) Conditions and terms on the exercise of the right to buy shares in the case of issuing bonds accompanied with warrants;

g) Conditions and terms for the early redemption of bonds and swap (if any);

h) Some financial indicators of the enterprise in the three years preceding the year of issuance (if any) and changes after the issuance, including:

- Equity;

- Debt / equity ratio;

- Profit after tax;

- The rate of return after tax / equity (ROE);

i) Payment of principal and interest of issued bonds in 03 consecutive years prior to the issuance (if any);

k) Audit opinion on financial statements;

l) Bond issuance method;

m) Payment method of bond principal and interest;

n) Plan for using the capital raised from the bond issue

o) Plan on arrangement of source and method of payment of bond principal and interest;

p) Undertaking to disclose information of the issuing company;

q) Other commitments for investors to own bonds (if any);

r) Terms of registration and depository;

s) Bond trading terms as prescribed in Clause 8 Article 6 of this Decree

t) Rights and responsibilities of investors buying bonds;

u) Rights and responsibilities of the issuing company;

v) Responsibilities and obligations of organizations and individuals providing services related to the bond issue.

2. Competence to approve and approve bond issuance plans:

a) For joint-stock companies, the competent authority to approve the bond issuance plan shall comply with the company's charter. Unless otherwise provided by the company's charter, the Board of Directors has the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the nearest meeting as prescribed in Clause 4 Article 127 of the Law on Joint Venture. Karma. As for the plan to issue convertible bonds, the plan to issue bonds with warrants must be approved by the General Meeting of Shareholders;

b) For a public company that issues convertible bonds or warrant-linked bonds, after the bond issuance plan is approved by a competent authority under Point a of this Clause, the issuing enterprise must register with the State Securities Commission and issue bonds only with the written opinion of the State Securities Commission;

c) For a limited liability company, the authority competent to approve the bond issuance plan is the Members' Council or the company's President in accordance with the company's charter;

d) For SOEs, apart from the authority to approve as prescribed in Point c of this Clause, the enterprises must also comply with regulations on capital mobilization limits and the competence to decide on capital mobilization of state enterprises. according to the provisions of the Law on management and use of state capital to invest in production and business in enterprises, guiding documents and amendments and supplements (if any).

Article 15. Method of issuing bonds

1. Corporate bonds are issued by the following methods:

a) Bidding to issue bonds;

b) Bond underwriting;

c) Bond issuance agency;

d) Selling directly to investors.

2. Bond-issuing businesses shall decide on issuance methods and announce them to bond buyers.

3. [10] Bond issuance documents consulting organizations are securities companies, credit institutions and other financial institutions licensed to provide advisory services on bond issuance dossiers according to the provisions of law. When providing services, the issuing consulting organization is responsible for reviewing the full satisfaction of the requirements on the issuance conditions and documents of the bond issue of the issuer as prescribed in Articles 10 and 11 and Article 13 of this Decree and the securities law.

4. Bidding organizations, underwriting organizations and corporate bond issuance agents, including securities companies, credit institutions and financial institutions licensed to provide bidding, underwriting and issuance agency services. according to regulations of the Law. When providing services, consulting organizations, underwriters and issuing agents must comply with the limit of the number of investors specified in Clause 2, Article 4 and Clause 8, Article 6 of this Decree.

Article 16. Bond registration and depository

1. Within 10 working days after the end of the issuance, corporate bonds must be registered and deposited at a licensed depository organization to manage the number of investors as prescribed in Clause 8, Article 6. This Decree. Each type of corporate bond can only be registered at an authorized depository institution.

2. A depository organization shall only certify the ownership of a bond when a transaction satisfies the provisions of Clause 8, Article 6 of the Decree.

3. The depository organization shall have to provide information on the registration and depository of bonds to the Stock Exchange in accordance with the provisions of Clause 2, Article 30 of this Decree.

Article 17. Payment of bond principal and interest

1. Issuing enterprises shall arrange sources to repay bond principals and interests from enterprises' legitimate capital sources and pay investors fully and on time according to the bond issuance plans approved by competent authorities. approval.

2. For bonds secured by property, when the issuing enterprise cannot balance the source of bond principal and interest payment, the collateral will be disposed of in order to fulfill the secured obligation of the bond. in accordance with the law on collateral.

3. For bonds with payment guarantee, when the issuing enterprise cannot balance the source of repayment of principal and interest, the payment guarantee organization shall fulfill the obligation to guarantee the payment for the issuing enterprise. according to a guarantee commitment between the payment guarantee organization and the issuing company.

Chapter III

ISSUING BONDS TO THE INTERNATIONAL MARKET

Article 18. Conditions for the issue of bonds

1. For bonds not convertible or bonds without warrants:

a) The issuing business is a joint stock company or a limited liability company established and operating under the laws of Vietnam;

b) Satisfying the bond issuance conditions as prescribed in the issuing market;

c) The plan to issue bonds to the international market, approved and approved by a competent authority in accordance with Article 19 of this Decree;

d) To satisfy regulations on foreign exchange management and regulations of law on management of foreign loans and foreign debt repayment of enterprises;

dd) Satisfying financial safety ratios and safety ratios in operations in accordance with specialized laws.

2. For convertible bonds or bonds accompanied with warrants:

a) The issuing company is a joint stock company that satisfies the issuance conditions specified in Clause 1 of this Article;

b) Satisfying the regulations on foreign investors' ownership ratio in accordance with current law;

c) The issuance of convertible bonds must be at least six months apart.

Article 19. Approving and approving bond issuance plans to the international market

1. For joint-stock companies, the authorities competent to approve bond issuance plans shall comply with the company's charter. Unless otherwise provided by the company's charter, the Board of Directors has the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the nearest meeting as prescribed in Clause 4 Article 127 of the Law on Joint Venture. Karma. As for the plan to issue convertible bonds, the plan to issue bonds with warrants must be approved by the General Meeting of Shareholders.

2. For limited liability companies, the authority competent to approve, the bond issuance plan shall be the Members' Council or the company president according to the company's charter.

3. For State enterprises, apart from the competence to approve as provided for in Clause 2 of this Article, the bond issuance plan must be approved by the owner's representative agency in accordance with the law on mobilization. State owned enterprises foreign capital.

Article 20. Organization to issue bonds

1. Bond issuers shall disclose information prior to issuance and issue information of issuance results according to the provisions of Articles 27 and 28 of this Decree.

2. The process and procedures for organizing the bond issue shall comply with the provisions of the issuing market.

Chapter IV

INFORMATION DISCLOSURE MECHANISM AND REPORTING REGIME

Section 1: FOR THE ISSUING OF BONDS IN THE DOMESTIC MARKET

Article 21. Principles of information disclosure

1. Bond-issuing businesses shall have to fully, accurately and promptly disclose information according to the provisions of this Decree and take responsibility before law for the content and accuracy of public information. Father.

2. The information disclosure prior to the issue of bonds must not contain advertising, soliciting content and not through the media or public information, except for the case of information disclosure according to regulations of the securities law.

3. Issuing enterprises are public companies that disclose information according to the provisions of this Decree and the law provisions on information disclosure on the securities market.

4. Information on corporate bond issuance shall be published on the issuing enterprise's website and through the corporate bond information page at the Stock Exchange in accordance with regulations in Article 29 of this Decree.

5. [11] The Ministry of Finance specifically guides the information disclosure regime applicable to bond issuers.

Article 22. Disclosure of information prior to issuance of an enterprise

1. [12] At least 03 working days before the expected date of organizing the bond issue, the issuing enterprise shall disclose information prior to the issuance to investors registering to purchase bonds and send information disclosure content. to the Stock Exchange.

a) The contents of information disclosed prior to the issuance are made according to the form provided in Appendix 1 to this Decree;

b) As for the issuance of green bonds, in addition to information disclosed as prescribed at Point a of this Clause, the issuer must disclose information on the process of management and disbursement of capital from the bond issue. green according to the provisions of Clause 4, Article 5 of this Decree;

c) The issuing enterprise shall send the information disclosed prior to the issuance to investors who register to buy bonds and the Stock Exchange in the form of paper or electronic documents.

2. [13] For businesses that issue bonds for multiple issues:

a) For the first issue, pre-release information shall be published in accordance with Clause 1 of this Article.

b) For the next issuance, at least 03 working days before the bond issue, the enterprise shall supplement the documents specified in Clause 2, Article 13 of this Decree to send it to the investor who registers to buy bonds. Coupon at the same time sent to the Stock Exchange.

3. The Stock Exchange shall receive information disclosed prior to the issuance under the provisions of Clauses 1 and 2 of this Article to collect information on the issuance of corporate bonds.

Article 23. Disclosure of information on bond issuance results

1. Within 05 working days from the end of the bond issue, the enterprise shall disclose information on the results of the issue of bonds to investors owning bonds and send information disclosure contents. to the Stock Exchange in the form of paper documents or electronic documents according to the Form in Appendix II to this Decree.

2. The Stock Exchange shall receive information disclosed information on bond issuance results as provided for in Clause 1 of this Article to synthesize and disclose information on the corporate bond website.

Article 24. Periodic information disclosure

1. Every 06 months and every year, until the bond maturity, issuing enterprises shall periodically send information disclosed in the form of paper or electronic documents to investors owning bonds or depository organizations to disclose to investors owning bonds; at the same time, send the periodical information disclosure to the Stock Exchange.

2. Periodical information disclosure includes:

a) Audited 06-month financial statements and annual financial statements of the bond issuer (if any); unaudited financial statements of which the figures are confirmed by the General Meeting of Shareholders or the Board of Members or the Company President;

b) [14] For the issuance of green bonds, in addition to the provisions of Point a of this Clause, there must be a report on the use of capital from the bond issuance source with the review opinion of the auditor and the report. environmental impact assessment;

c) Payment of bond principal and interest.

3. The Stock Exchange receives the periodical information disclosure of bond issuers according to the provisions of Clauses 1 and 2 of this Article in order to disclose information on the bond information website. corporate bond issue and review of corporate bond issuance.

Article 25. Unusual disclosure of information of the enterprise

1. Within 24 hours after the occurrence of one of the following events, the bond issuer must disclose extraordinary information to investors owning bonds and send information disclosure contents to the Department. Securities Trading:

a) Suspended part or all of business activities, suspended operations or revoked the Certificate of Business registration or Certificate of business registration or License of equivalent value as prescribed by law; when there is a decision on reorganization or transformation of an enterprise;

b) There is a change in the contents of information compared with the published information, leading to the enterprise's failure to meet the issuance conditions or the solvency of corporate bond principal and interest;

c) There is a change in the plan to use capital from the bond issue.

2. The Stock Exchange receives the information disclosure contents as provided for in Clause 1 of this Article and makes an extraordinary disclosure through the corporate bond information site right after receiving the contents. Information disclosure of bond issuers.

Article 26. Disclosure of information by enterprises about convertible bonds, warrant-linked bonds, early repurchase of bonds, swap bonds

1. Within 05 working days from the date of completion of the conversion of bonds into shares or the date of exercising the right to buy shares of bond holders accompanied with warrants, issuing enterprises shall submit the contents. disclosing information to the Stock Exchange. The contents of information disclosure include:

a) For convertible bonds

- Total value of issued bonds;

- Bond codes to be converted, number of bonds to be converted, total value of bonds to be converted; rate of allocation among investors;

- Estimated time for depository and transaction of convertible bonds and written request for depository and transaction (if any).

b) For bonds accompanied with warrants

- Total value of issued bonds;

- Percentage of exercising the right to buy shares;

- Number of stock options of each investor who owns bonds, accompanied by warrants.

2. For pre-maturity bond repurchase or bond swap, within 10 days from the date of completion of the pre-maturity bond repurchase or bond swap, issuing enterprises shall have to report to the approval agency. to approve, approve bond issuance plans and at the same time send information disclosure contents to the Stock Exchange. The contents of information disclosure include:

a) Conditions and terms of the bonds repurchased before maturity include: volume of redeemed bonds; redemption price; list of resale investors; a list of owners of bonds after redemption;

b) Conditions and terms of the swapped and swapped bonds include: price and volume of the exchanged bond; price and volume of bonds to be swapped; swap rate; list of bondholders after the swap.

3. The Stock Exchange shall receive the information disclosure contents of the issuing enterprise according to the provisions of Clauses 1 and 2 of this Article in order to disclose information on the information website of corporate bonds for the conversion of bonds into stocks, the exercise of the right to buy stocks for bonds accompanied with warrants, early repurchase of bonds, swap bonds.

Section 2: FOR ISSUANCE OF BONDS TO THE INTERNATIONAL MARKET

Article 27. Disclosure of information before the issuance of bonds

1. At least 10 working days before the expected date of organizing the issuance to the international market, the issuing enterprise shall send the information disclosed prior to the issuance in the form of a paper or electronic dossier. Stock Exchange.

2. Information disclosed prior to the issue includes:

a) Information about the issuing enterprise (name of the enterprise, type of business, head office, Certificate of business registration or Certificate of business registration or License of equivalent validity as prescribed by law. the law);

b) Purpose of the bond issue;

c) Estimated volume of bonds to be issued;

d) Expected release date;

dd) Market and location of the issuing organization;

e) Bond terms and conditions;

g) The State Bank's certification of the volume of bonds issued annually within the national commercial loan limit.

3. The Stock Exchange shall receive information disclosed prior to the issuance under the provisions of Clauses 1 and 2 of this Article to sum up the situation of the issuance of corporate bonds to the international market according to regulations. in Article 30 of this Decree.

Article 28. Disclosure of information on bond issuance results

1. Within 10 working days from the end of the bond issuance tranche, issuing enterprises must send information on the issuance results in the form of paper or electronic documents to the Department of Delivery Securities translation.

2. Information to be disclosed about issuance results includes:

a) Information about the issuing enterprise (name of the enterprise, type of business, head office, Certificate of business registration or Certificate of business registration or License of equivalent validity as prescribed by law. the law);

b) Volume of bonds successfully issued;

c) Issuing interest rate;

d) Key terms and conditions of the bond (volume, par value, currency, term, method of payment of principal and interest, date of issue, date of maturity);

dd) Market, place of issue.

3. The Stock Exchange receives the information disclosure of the bond issuance results of issuing enterprises according to the provisions of Clauses 1 and 2 of this Article to aggregate data on the bond issuance situation. enterprises going to the international market according to the provisions of Article 30 of this Decree.

Section 3: SPECIALIZATION ON CORPORATE BOND ISSUES AND REPORTING REGIME ON CORPORATE BOND ISSUES

Article 29. Specialized page on corporate bonds at the Stock Exchange

1. [15] The Stock Exchange, as assigned by the Ministry of Finance, is responsible for synthesizing information on corporate bonds, building and operating information pages on corporate bonds for information disclosure in accordance with Article 21. , Articles 22, 23, 24, 25, 26, 27 and 28 of this Decree and the guidance of the Ministry of Finance.

2. Information page on corporate bonds includes the following basic contents:

a) Name of issuing enterprise, type of enterprise, contact address;

b) Issuance of corporate bonds in the domestic market, including:

- Bond code (if any);

- Some main terms and conditions of issued bonds (issuance date, volume, par value, maturity date, interest payment, redemption and swap terms, if any);

- Conversion of bonds into stocks, the exercise of the right to buy shares for bonds accompanied with warrants, early redemption of bonds, swap bonds (if any);

c) Issuance of corporate bonds to the international market, including:

- Volume of bonds issued successfully;

- Key terms and conditions of issued bonds;

- Issuance market;

d) Financial situation of the issuing business, payment of bond principal and interest; capital usage, disbursement schedule, project implementation schedule and environmental impact assessment report on green bonds;

dd) Irregular disclosure of the issuing company;

e) Organize bond depository (in accordance with the issuance market).

3. Investors and issuers of bonds are allowed to access the corporate bond information page to find out information about the issuance situation according to the Operation Regulation of the corporate bond information website set by the Department. Securities transactions issued.

4. The Stock Exchange is responsible for developing and issuing the operating regulations on information pages on corporate bonds; synthesize information on the issuance of corporate bonds to make periodic reports to the Ministry of Finance as prescribed in Article 30 of this Decree.

Article 30. Reports of the Stock Exchange, depository organizations and issuing advisory organizations on the issuance of corporate bonds [16]

1. The Stock Exchange shall report on a monthly, quarterly and annual basis on the issuance and trading of corporate bonds, including issuance in the domestic market and issuance to the national market. according to the guidance of the Ministry of Finance. Reports of the Stock Exchange include:

a) The number of businesses issuing bonds, in which details of the type of business include: public company, non-public joint stock company, limited liability company; number of bond issues (including issue of convertible bonds, issue of secured bonds, issue of bonds accompanied by warrants, issue of green bonds);

b) Main terms and conditions of the bond to be issued and the issuance result;

c) Average issuing interest rate of each period;

d) Market and place of the issuing organization;

dd) A report on the registration, depository and transaction of corporate bonds, contents including:

- Number of businesses registered and deposited bonds and volume of bonds registered and deposited during the period; volume of bonds traded during the period.

- Payment of bond principal and interest;

- Number of bondholders owning bonds for each registered bond code.

2. The depository organization is responsible for providing information to the Stock Exchange within 01 working day after completing the transaction of bonds. A depository organization shall provide monthly, quarterly and annual information on the registration and depository of bonds to the Stock Exchange so that the Stock Exchange can summarize and report to the Ministry of Finance as prescribed in Clause 1 of this Article.

3. Bond issuance consultancy organizations shall report on a 06-month and annual basis to the Finance Ministry on the situation of corporate bond issuance consultancy.

4. The Ministry of Finance shall guide the reporting regime of the Stock Exchange, depository organizations and bond issuance advisory organizations according to the provisions of Clauses 1, 2 and 3 of this Article.

Chapter V

RESPONSIBILITIES OF RELATED AGENCIES

Article 31. Responsibilities of the Ministry of Finance

1. To assume the prime responsibility for, and coordinate with concerned agencies in, guiding the implementation of the provisions of this Decree.

2. To sum up and evaluate the issuance of corporate bonds according to the provisions of this Decree to propose the Government to promulgate or to amend the policy and mechanism on corporate bond issuance.

Article 32. Responsibilities of the State Bank of Vietnam

1. To guide credit institutions to issue bonds according to the provisions of the Law on Credit Institutions and this Decree.

2. To provide guidance on foreign exchange management contents related to the issuance of bonds to the international market by enterprises.

Article 33. Responsibilities of the State Securities Commission

1. To sanction administrative violations regarding the issuance of corporate bonds according to the provisions on sanctioning of administrative violations in the securities and securities market domains.

2. To give opinions on the issuance of convertible bonds and warrant-attached bonds by public companies under the provisions of the securities law.

Article 34. Responsibilities of the Board of Directors, General Meeting of Shareholders, Board of Members, President of the company

1. To approve bond issuance plans according to the provisions of this Decree and current law provisions.

2. To supervise the mobilization and use of capital for the issue of bonds in accordance with current law and provisions of the enterprise charter.

3. To take full responsibility for the decision to raise capital through the bond issue and supervise the use of capital from the bond issue in accordance with the approved bond issuance plan and disclose information to the home. invest.

Article 35. Responsibilities of bond issuers

1. To comply with the provisions of this Decree on issuance conditions, issuance plans, issuance dossiers, information disclosure, and reporting regime.

2. To distribute, manage and use capital from the bond issue for the right purposes according to the provisions of this Decree and the bond issuance plans already approved by competent authorities.

3. To pay bond principal and interest in full and on time when due and ensure the exercise of attached rights (if any) to bond owners.

4. To be responsible for the accuracy, truthfulness and completeness of the published information and financial statements; implement the financial management, reporting and statistical accounting regime in accordance with law.

5. Enterprises issuing corporate bonds that fail to comply with the provisions of this Decree shall be sanctioned for their administrative violations regarding the issuance of corporate bonds according to the provisions of Decree No. 108/2013 / ND-CP of May 23. September 9 of the Government stipulating the sanctioning of administrative violations in the field of securities and securities markets, Decree No. 2013/145 / ND-CP dated November 2016, 01 of the Government amending and supplementing a the number of articles of the Government's Decree No. 11/2016 / ND-CP dated September 108, 2013, providing for the sanctioning of administrative violations in the field of securities and securities markets, guiding documents and documents amendment and supplement (if any).

Article 36. Responsibilities of issuing consultancy, bidding, issuance agency and underwriting organizations

1. [17] Providing issuance consultancy, bidding organization, agency, underwriting services to bond issuers under signed service provision contracts, in accordance with this Decree and the law. securities law.

2. [18]. Reviewing the compliance with regulations on the limit of the number of investors as prescribed in Clause 2 Article 4 and Clause 8 Article 6 of this Decree, provisions on issuance conditions and documents for issuance in Articles 10 and 11 and Article 13 of this Decree.

3. To comply with the information and reporting regime prescribed in this Decree.

Article 37. Responsibilities of bond depository organizations

1. To conduct corporate bond depository, supply information and manage the number of investors owning bonds according to the provisions of Article 16 of this Decree.

2. [19] Providing periodical information on bond depository and trading and investors' ownership of corporate bonds to the Stock Exchange in accordance with Article 30 of this Decree.

Article 38. Responsibilities of the Stock Exchange

1. To build and operate a specialized corporate bond information site according to the provisions of this Decree.

2. To issue the Regulation on operation of the corporate bond website after consulting the Ministry of Finance.

3. Synthesize information on the issuance of corporate bonds according to the provisions of this Decree.

4. To comply with the information disclosure and reporting regime on the individual issuance of corporate bonds according to the provisions of this Decree.

Chapter VI

IMPLEMENTATION PROVISIONS [20]

Article 39. Enforcement

1. This Decree takes effect from March 01, 02.

2. This Decree replaces Decree No. 90/2011 / ND-CP dated October 14, 10 of the Government on the issue of corporate bonds.

Article 40. Transitional provisions

1. For corporate bonds issued before this Decree takes effect, the terms and conditions of the approved bond issuance plan and announced to investors shall be continued. .

2. Since this Decree takes effect, enterprises will issue bonds according to the provisions of Decree No. 90/2011 / ND-CP dated October 14, 10 of the Government on issuance of corporate bonds. Information disclosure and disclosure of information must be made to the Stock Exchange in accordance with Articles 2011, 24 and 25 of this Decree. Carry out bond depository as prescribed in Article 26 of this Decree.

Article 41. Responsible for implementing

Ministers, Deputy Ministers of ministerial-level agencies, Heads of Governmental agencies, Presidents of the People's Committees of provinces and centrally-run cities; Board of Directors, Members' Council, Company President, General Directors, Directors of bond-issuing businesses are responsible for the implementation of this Decree./.