CIRCULAR

PROVIDING GUIDANCE ON INFORMATION DISCLOSURE AND REPORTING PRESCRIBED IN 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. 87/2017/ND-CP dated July 26, 2017 defining functions, tasks, powers and organizational structure of the Ministry of Finance;

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. 09/2019/ND-CP dated January 24, 2019 prescribing reporting by state administrative agencies;

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

The Minister of Finance promulgates a Circular providing guidance on information disclosure and reporting 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.

Chapter I

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Article 1. Scope

1. This Circular provides guidance on information disclosure and reporting 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”), including:

a) Disclosure of information by issuers of bonds in the domestic market and issuers of bonds in the international market;

b) Reporting by the Stock Exchange (SE), providers of counseling on bond offering dossiers, bidding organizations, underwriters, issuing agents, registration and depository organizations.

2. Apart from the compliance with regulations hereof, the bond issuers that are publicly-traded companies, securities organizations and fund management companies are required to comply with regulations on information disclosure and reporting laid down in the Law on Securities.

Article 2. Regulated entities

1. Issuers defined in Decree No. 153/2020/ND-CP.

2. Providers of counseling on bond offering dossiers; bidding organizations; underwriters; issuing agents; registration and depository organizations.

3. The State Securities Commission of Vietnam (SSC).

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5. Providers of services related to the private placement, registration, depositing and trading of privately placed corporate bonds.

Chapter II

CERTAIN PROVISIONS ON INFORMATION DISCLOSURE AND REPORTING

Section 1. INFORMATION DISCLOSURE BY ISSUERS OF BONDS 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.

2. Information to be disclosed before the bond offering shall comply with the form in Appendix I enclosed herewith.

3. Methods of information disclosure shall comply with Points a, b Clause 1 and Clause 2 Article 6 hereof.

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

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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 and the form in Appendix III enclosed herewith.

3. Methods of disclosure of information on bond offering results and periodic information disclosure shall comply with Article 6 hereof.

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 according to Clause 1 Article 23 of Decree No. 153/2020/ND-CP. Information to be disclosed shall comply with the form in Appendix IV 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 IV enclosed herewith.

3. Methods of information disclosure:

a) Information disclosed before the redemption of bonds before maturity or before the bond swap shall be disclosed according to the methods prescribed in Clause 1 Article 6 hereof.

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

Article 6. Methods of information disclosure by bond issuers

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a) Paper documents; 

b) Electronic documents;

c) Information posted on websites of issuers;

d) Information posted on corporate bond information webpage of HNX as prescribed in Article 32 of Decree No. 153/2020/ND-CP.

2. Issuers shall send information to be disclosed to HNX by using electronic documents through its corporate bond information webpage.

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

Article 7. Disclosure of information before bond offering

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

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

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1. Issuers shall disclose information on bond offering results in accordance with Article 30 of Decree No. 153/2020/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. Methods 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 in accordance with Article 31 of Decree No. 153/2020/ND-CP and the followings:

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, results of redemption of bonds before maturity and bond swap results in the reporting period (if any) shall comply with the form in Appendix IV enclosed herewith.

2. Methods of periodic information disclosure shall comply with Clause 2 Article 6 hereof.

Section 3. REPORTING BY PROVIDERS OF COUNSELING ON BOND OFFERING DOSSIERS, BIDDING ORGANIZATIONS, UNDERWRITERS, ISSUING AGENTS, REGISTRATION AND DEPOSITORY ORGANIZATIONS, AND STOCK EXCHANGES

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

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a) The number of counseling contracts executed in the reporting period, volume of corporate bonds offered in the reporting period and the period from January 01 to the end of the reporting quarter or year, and detailed information about bond offering dossiers made in the reporting period (including the issuer’s name, bond code, issue date, quantity, term and issuance method);

b) Assessment of compliance with regulations on offering conditions and offering dossiers by each counseling contract performed and completed in the reporting period as prescribed in Decree No. 153/2020/ND-CP.

2. Recipients, form and method of submission of reports: Providers of counseling on bond offering dossiers shall send required reports in the form of paper documents to SSC.

3. 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.

Article 11. Reporting by bidding organizations, underwriters and issuing agents

1. Bidding organizations, underwriters and issuing agents shall submit quarterly and annual reports on bond offering in the form of electronic documents to HNX as prescribed in Clause 2 Article 33 of Decree No. 153/2020/ND-CP and regulations on receipt and supervision of information disclosure, reporting and supervision of corporate bond transactions made at HNX.

2. A report shall, inter alia, include:

a) The number of contracts, and volume of bonds offered and to be offered through bidding, underwriting or issuing agents in the reporting period and the period from January 01 to the end of the reporting quarter or year;

b) Results of bond offering through bidding, underwriting or issuing agent in the reporting period of each issuer, including basic terms and conditions of bonds as prescribed in Article 6 of Decree No. 153/2020/ND-CP, issuance method, compliance with regulations on investors eligible to buy bonds and structure of bondholders after offering and distribution of bonds.

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Article 12. Reporting by registration and depository organizations

1. Registration and depository organizations shall submit quarterly and annual reports on registration and depositing of bonds, and payment of bond principals and interests until maturity of bonds; the number of bondholders and trading of privately placed bonds as prescribed in Clause 2 Article 33 of Decree No. 153/2020/ND-CP.

2. Contents of periodic reports (from January 01 to the end of the reporting quarter or year) shall comply with the form in Appendix V enclosed herewith.

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

4. Deadline 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.

Article 13. Periodic reporting by HNX

1. HNX shall submit quarterly and annual reports on issuance and trading of corporate bonds according to Clause 3 Article 33 of Decree No. 153/2020/ND-CP and the followings:

a) Reports on issuance and trading of bonds in the domestic market, and issuance of bonds in the international market in the reporting period (from January 01 to the end of the reporting quarter or year) shall be made according to forms in Appendix VI enclosed herewith.

b) In addition to the contents in Point a of this Clause, reports of the second quarter and annual reports shall also include information on the issuer’s finance and depositing of bonds issued in the domestic market according to the form in Appendix VI enclosed herewith.

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2. Recipients, form and method of submission of reports: HNX shall submit reports in the form of paper documents to SSC; submit reports in the form of paper documents and electronic documents to the Ministry of Finance (via Department of Banking and Financial Institutions - email: baocaotpdn.tcnh@mof.gov.vn).

3. Deadline for submission of reports:

a) A quarterly report shall be submitted by the last day of the first month of the following quarter. The report of the second quarter shall be submitted by September 30;

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

Chapter III

IMPLEMENTATION

Article 14. Effect and transition clause

1. This Circular comes into force from February 15, 2021.

2. This Circular supersedes the Circular No. 77/2020/TT-BTC dated August 14, 2020 of the Minister of Finance.

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Article 15. Implementation

1. 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, HNX, issuers, providers of counseling on bond offering dossiers, bidding organizations, underwriters, issuing agents, registration and depository organizations, and relevant entities are responsible for the implementation of this Circular.

2. HNX shall proactively report any cases of failure to comply with regulations on information disclosure and reporting or unlawful information detected during its receipt and consolidation of information provided by issuers and reports by bidding organizations, underwriters, issuing agents, registration and depository organizations to the Ministry of Finance and SSC./.

PP. THE MINISTER
DEPUTY MINISTER




Huynh Quang Hai