CIRCULAR

PROVIDING GUIDELINES ON INFORMATION DISCLOSURE AND REPORTING ON PRIVATE PLACEMENT AND TRADING OF PRIVATELY PLACED CORPORATE BONDS IN DOMESTIC MARKET AND OFFERING OF CORPORATE BONDS IN INTERNATIONAL MARKET

Pursuant to the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 on private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market;

Pursuant to the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022 providing amendments to Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market;

Pursuant to the Government’s Decree No. 08/2023/ND-CP dated March 05, 2023 providing amendments to and suspension of some articles of Decrees prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market;

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

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

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

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Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Circular provides guidelines on information disclosure and reporting as prescribed in the Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 on private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in 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 providing amendments to Government’s 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 providing amendments to and suspension of some articles of Decrees prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market (hereinafter referred to as “Decree No. 08/2023/ND-CP”), including:

a) Disclosure of information by issuers of bonds adopting private placement method in the domestic market and issuers of bonds in the international market;

b) Reporting by the Stock Exchange (SE), Vietnam Securities Depository and Clearing Corporation (VSDC), providers of counseling on bond offering dossiers, bidding organizations, underwriters, issuing agents, bondholder representatives, registration and depository organizations.

2. Information disclosure and reporting by trading members in privately placed corporate bonds shall comply with provisions of the Circular No. 30/2023/TT-BTC dated May 17, 2023 of the Ministry of Finance of Vietnam providing guidelines on registration, depositing, corporate actions, transfer of ownership, settlement for transactions, and organization of trading market for corporate bonds privately placed in domestic market.

Article 2. Regulated entities 

1. Issuers of bonds adopting private placement method in the domestic market and issuers of bonds in the international market.

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3. Vietnam Exchange (VNX).

4. Hanoi Stock Exchange (HNX).

5. Vietnam Securities Depository and Clearing Corporation (VSDC).

6. Relevant authorities, organizations and individuals.

Chapter II

SPECIFIC PROVISIONS

Section 1. INFORMATION DISCLOSURE BY ISSUERS OF BONDS ADOPTING PRIVATE PLACEMENT METHOD IN DOMESTIC MARKET

Article 3. Disclosure of information before bond offering

1. Issuers shall disclose information before the bond offering in accordance with Article 19 of Decree No. 153/2020/ND-CP and clause 14 Article 1 of the Decree No. 65/2022/ND-CP.

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3. Forms of information disclosure are prescribed in Points a, b Clause 1 and Clause 2 Article 6 hereof.

Article 4. Disclosure of information on bond offering results, periodic and ad hoc information disclosure

1. Issuers shall disclose information on bond offering results in accordance with Article 20 of Decree No. 153/2020/ND-CP and clause 15 Article 1 of the Decree No. 65/2022/ND-CP. Information on results of the bond offering in the domestic market to be disclosed shall comply with the form in Appendix II enclosed herewith.

2. Issuers shall disclose information on a periodic basis of every 6 months and on an annual basis according to Article 21 of Decree No. 153/2020/ND-CP, clause 16 Article 1 of the Decree No. 65/2022/ND-CP, and the form in Appendix III enclosed herewith.

3. Issuers shall carry out ad hoc information disclosure according to Article 22 of Decree No. 153/2020/ND-CP, clause 17 Article 1 of the Decree No. 65/2022/ND-CP, and the form in Appendix IV enclosed herewith.

4. Forms of disclosure of information on bond offering results, periodic and ad hoc information disclosure are prescribed in Article 6 of this Circular.

Article 5. Disclosure of information on convertible bonds, warrant-linked bonds, redemption of bonds before maturity and bond swap

1. Issuers shall disclose information on conversion of bonds into shares and exercise of warrants attached to warrant-linked bonds according to Article 23 of Decree No. 153/2020/ND-CP. Information to be disclosed shall comply with the form in Appendix V enclosed herewith.

2. Issuers shall disclose information on redemption of bonds before maturity and bond swap in accordance with Clause 2 Article 23 of Decree No. 153/2020/ND-CP. Information to be disclosed shall comply with the form in Appendix V enclosed herewith.

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a) Information disclosed before the redemption of bonds before maturity or before the bond swap shall be disclosed in the forms prescribed in Clause 1 Article 6 hereof;

b) Information on conversion of bonds into shares, exercise of warrants attached to warrant-linked bonds, results of redemption of bonds before maturity and bond swap results shall be disclosed in the forms prescribed in Article 6 hereof.

Article 6. Forms of information disclosure by issuers

1. Issuers shall disclose information for investors purchasing bonds in at least one of the following forms:

a) Physical document;  

b) Electronic document;

c) Publishing of information on the issuer’s website.

2. Issuers shall send information to be disclosed in the form of electronic documents to HNX through its corporate bond information webpage.

Section 2. INFORMATION DISCLOSURE BY ISSUERS OF BONDS IN INTERNATIONAL MARKET

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1. Issuers shall disclose information before the bond offering in accordance with Article 29 of Decree No. 153/2020/ND-CP and clause 18 Article 1 of the Decree No. 65/2022/ND-CP. Information to be disclosed shall comply with the form in Appendix I enclosed herewith.

2. Forms of disclosure of information before bond offering shall comply with Clause 2 Article 6 hereof.

Article 8. Disclosure of information on bond offering results

1. Issuers shall disclose information on bond offering results in accordance with Article 30 of Decree No. 153/2020/ND-CP and clause 19 Article 1 of the Decree No. 65/2022/ND-CP. Information on results of the bond offering in the international market to be disclosed shall comply with the form in Appendix II enclosed herewith.

2. Forms of disclosure of information on bond offering results shall comply with Clause 2 Article 6 hereof.

Article 9. Periodic information disclosure

1. Issuers shall periodically disclose information as prescribed in Article 31 of Decree No. 153/2020/ND-CP, clause 20 Article 1 of Decree No. 65/2022/ND-CP, and the following:

a) Information to be disclosed periodically shall comply with the form in Appendix III enclosed herewith;

b) Information on conversion of bonds into shares, exercise of warrants attached to warrant-linked bonds, results of redemption of bonds before maturity and bond swap results in the period (if any) shall comply with the form in Appendix V enclosed herewith.

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Section 3. REPORTING BY PROVIDERS OF COUNSELING ON BOND OFFERING DOSSIERS, BIDDING ORGANIZATIONS, UNDERWRITERS, ISSUING AGENTS, BONDHOLDER REPRESENTATIVES, REGISTRATION AND DEPOSITORY ORGANIZATIONS, STOCK EXCHANGES, AND VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION (VSDC)

Article 10. Reporting by providers of counseling on bond offering dossiers

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

2. Such reports are prepared using the form in Appendix VI enclosed herewith. An annual reporting period commences on January 01 and ends on December 31; a quarterly reporting period commences on the 01^st of the first month of the reporting quarter and ends on the final day of the last month of the same quarter.

3. Recipient, form and method of submission of reports: Providers of counseling on bond offering dossiers shall submit reports in the form of physical documents to the State Securities Commission of Vietnam (SSC).

4. Deadlines for submission of reports: A quarterly report shall be submitted by 15^th day of the first month of the following quarter; an annual report shall be submitted by January 31 of the following year.

Article 11. Reporting by bidding organizations, underwriters and issuing agents of corporate bonds issued in domestic market

1. Bidding organizations, underwriters and issuing agents shall submit quarterly and annual reports on their provision of bidding, underwriting and agent services as prescribed in clause 22 Article 1 of the Decree No. 65/2022/ND-CP.

2. Such reports are prepared using the form in Appendix VII enclosed herewith. An annual reporting period commences on January 01 and ends on December 31; a quarterly reporting period commences on the 01^st of the first month of the reporting quarter and ends on the final day of the last month of the same quarter.

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4. Deadlines for submission of reports: A quarterly report shall be submitted by 15^th day of the first month of the following quarter; an annual report shall be submitted by January 31 of the following year.

Article 12. Reporting by bondholder representatives

1. Bondholder representatives shall submit quarterly and annual reports according to clause 22 Article 1 of the Decree No. 65/2022/ND-CP.

2. Such reports are prepared using the form in Appendix VIII enclosed herewith. An annual reporting period commences on January 01 and ends on December 31; a quarterly reporting period commences on the 01^st of the first month of the reporting quarter and ends on the final day of the last month of the same quarter.

3. Recipient, form and method of submission of reports: Bondholder representatives shall submit reports in the form of physical documents to SSC, and in the form of electronic documents to HNX through its corporate bond information webpage.

4. Deadlines for submission of reports: A quarterly report shall be submitted by 15_th day of the first month of the following quarter; an annual report shall be submitted by January 31 of the following year.

5. If an issuer is found to have committed violations adversely influencing rights and benefits of investors, within 24 hours from its detection, the bondholder representative shall submit an ad hoc report thereon in the forms of physical documents and electronic documents (via email: traiphieuriengle@ssc.gov.vn) to SSC, and in the form of electronic documents to HNX for being published on its corporate bond information webpage.

Article 13. Reporting by registration and depository organizations

1. Each registration and depository organization shall submit quarterly and annual reports on registration and depositing of bonds, payment of bond principals and interests, structure of bondholders, and trading of privately placed corporate bonds which are being registered and deposited at the registration and depository organization until terminating registration and depositing of these bonds at this organization.

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3. Registration and depository organizations shall submit required reports in the form of electronic documents to HNX through the corporate bond information webpage.

4. Deadlines for submission of reports: A quarterly report shall be submitted by 15^th day of the first month of the following quarter; an annual report shall be submitted by January 25 of the following year.

5. VSDC shall submit periodic reports as prescribed in this Article in respect of bonds issued before the effective date of the Decree No. 153/2020/ND-CP and registered or deposited at VSDC until there is no outstanding debt on these bonds.

Article 14. Periodic reporting by VSDC

1. VSDC shall submit quarterly and annual reports as prescribed in clause 22 Article 1 of the Decree No. 65/2022/ND-CP.

2. Such periodic reports are prepared using the form in the Appendix IX enclosed herewith. An annual reporting period commences on January 01 and ends on December 31; a quarterly reporting period commences on the 01^st of the first month of the reporting quarter and ends on the final day of the last month of the same quarter.

3. Recipients, form and method of submission of reports: VSDC shall submit reports in the forms of physical documents and electronic documents (via email: traiphieuriengle@ssc.gov.vn) to SSC, and send reporting contents in the form of electronic documents to HNX through its corporate bond information webpage for preparing consolidating reports on depositing and structure of bondholders as prescribed in clause 2 Article 15 of this Circular.

4. Deadlines for submission of reports: A quarterly report shall be submitted by 15^th day of the first month of the following quarter; an annual report shall be submitted by January 31 of the following year.

Article 15. Periodic reporting by HNX

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a) Reporting on offering and trading of bonds in the domestic market, and offering of bonds in the international market during the period (from January 01 to the end of the reporting quarter or year). Particularly, the second-quarter report and annual report shall also include information on the issuer’s financial health. Such reports are prepared using the form in Appendix X enclosed herewith.

b) Assessment of the offering and trading of corporate bonds in the reporting period and the period from the beginning of the year to the end of the reporting period, including: offering of corporate bonds; compliance with regulations on information disclosure by issuers; compliance with reporting regulations by bidding organizations, underwriters and issuing agents; bond trading; payment of bond principal and interests; conversion of bonds, corporate actions, redemption of bonds before maturity and bond swap.

2. HNX shall continue submitting reports on registration and depositing of bonds, payment of bond principal and interests, structure of bondholders, and trading of privately placed corporate bonds on the basis of consolidating reports received from registration and depository organizations (including VSDC) as prescribed in Article 13 of this Circular and reports received from VSDC as prescribed in Article 14 of this Circular. HNX shall perform this reporting obligation until the reporting obligation imposed on registration and depository organizations (including VSDC) as prescribed in Article 13 of this Circular is eliminated.

3. Recipient, form and method of submission of reports: HNX shall submit reports in the forms of physical documents and electronic documents (via email: traiphieuriengle@ssc.gov.vn) to SSC.

4. Deadlines for submission of reports:

a) A quarterly report shall be submitted by the last day of the first month of the following quarter. Particularly, the report of the second quarter shall be submitted by September 20 of the reporting year;

b) An annual report shall be submitted by April 29 of the following year.

Chapter III

EFFECT AND IMPLEMENTATION

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1. This Circular comes into force from December 25, 2024.

2. This Circular supersedes the Circular No. 122/2020/TT-BTC dated December 31, 2020 of the Ministry of Finance of Vietnam providing guidelines on information disclosure and reporting prescribed in Decree No. 153/2020/ND-CP.

Article 17. Implementation organization

1. Pursuant to provisions of the Decree No. 153/2020/ND-CP, Decree No. 65/2022/ND-CP, Decree No. 08/2023/ND-CP and provisions herein, VNX shall formulate and promulgate regulations on receipt and supervision of information disclosure and reporting, and operation of the corporate bond information webpage in accordance with regulations of law.

2. If any legislative documents referred to in this Circular are amended, supplemented or superseded, the new ones shall apply.

3. The Chief of Office of the Ministry of Finance, Director of Department of Banking and Financial Institutions, heads of relevant agencies affiliated to the Ministry of Finance, SSC, VNX, HNX, VSDC, issuers, providers of counseling on bond offering dossiers, bidding organizations, underwriters, issuing agents, bondholder representatives, registration and depository organizations, and relevant organizations and individuals are responsible for the implementation of this Circular.

4. Difficulties that arise during the implementation of this Circular should be promptly reported to the Ministry of Finance of Vietnam for consideration./.

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Thông tư 76/2024/TT-BTC hướng dẫn chế độ công bố thông tin và chế độ báo cáo về chào bán, giao dịch trái phiếu doanh nghiệp riêng lẻ tại thị trường trong nước và chào bán trái phiếu doanh nghiệp ra thị trường quốc tế do Bộ trưởng Bộ Tài chính ban hành