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THE MINISTRY OF
FINANCE OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No. 76/2024/TT-BTC
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Hanoi, November
06, 2024
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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 01st
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 15th 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 01st
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 15th 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 01st 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 15th 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 15th 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 01st 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 15th 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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