DECREE

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 Law on Government Organization dated June 19, 2015; the Law on Amendments to the Law on Government Organization and the Law on Local Government Organization dated November 22, 2019;

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

At the request of the Minister of Finance of Vietnam;

The Government promulgates a Decree providing amendments to the 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 (hereinafter referred to as “Decree No. 153/2020/ND-CP”).

Article 1. Amendments to Decree No. 153/2020/ND-CP

1. Clause 4 of Article 4 is amended as follows:

“4. “secured bond” means a type of bonds whose principal and interest payments, when they become due, are entirely or partially secured by a specific asset of the issuer or a third party in accordance with law regulations on security for fulfillment of obligations, or guaranteed by a credit institution, foreign bank branch (FBB), or foreign or international financial institution in accordance with regulations of law.”

2. Clause 2 of Article 5 is amended as follows:

“2. Bonds are issued for executing investment projects/programs, restructuring the issuer’s debts or serving other purposes as prescribed in specialized laws. The issuer is required to clearly indicate purposes of the bond issue in its bond issuance plan, which is prepared according to Article 13 of this Decree, and disclose the same to investors to serve their subscription for the bond issue. The funds raised from a bond issue shall be used for the purposes which have been defined in the issuer’s bond issuance plan and notified to investors.”

3. Clause 4 and Clause 5 are added to Article 5 as follows:

“4. With regard to bonds issued in the domestic market, their terms and conditions as prescribed in Article 6 of this Decree may be changed if the change is approved by:

a) the issuer’s competent authority; and

b) a number of bondholders that represents at least 65% of total outstanding bonds of the same type;

5. Information about any changes in terms and conditions of bonds must be disclosed by the issuer as ad hoc information as prescribed in Article 22 of this Decree.”

4. Point a Clause 4 Article 6 is amended as follows:

“a) Face value of a bond offered in the domestic market is VND 100.000.000 (one hundred million) or a multiple of VND 100.000.000 (one hundred million).”

5. Article 7 is amended as follows:

“Article 7. Redemption of bonds before maturity and bond swaps

1. The issuer is entitled to redeem bonds before maturity or conduct bond swaps. The redemption of bonds offered in the international market before maturity must comply with SBV’s regulations on foreign exchange management. Bonds must be disposed of after redemption.

2. The entity competent to approve the bond issuance plan shall have the power to approve the plan for redemption of bonds before maturity or bond swap, except cases of compulsory redemption prescribed in Point b Clause 3 of this Article.

3. Cases in which bonds are redeemed before maturity:

a) The redemption is made under an agreement between the issuer and bondholder.

b) Bonds shall be compulsorily redeemed at the request of investors in the following cases:

- The issuer commits violations against regulations of law on offering and trading of corporate bonds according to decision issued by a competent authority, and such violations cannot be rectified or a number of bondholders that represents at least 65% of total outstanding bonds of the same type refuses to give approval for remedial measures for such violations.

- The issuer fails to comply with the bond issuance plan, and that violation cannot be rectified or a number of bondholders that represents at least 65% of total outstanding bonds of the same type refuses to give approval for remedial measures for that violation.

- Other cases defined in the bond issuance plan which is prepared according to Article 13 of this Decree (if any).

4. The provisions of Point b Clause 3 of this Article shall not apply to bonds which are withdrawn according to decision of a competent authority.”

6. Article 8 is amended as follows:

“Article 8. Bond buyers

1. Eligible bond buyers

a) Buyers of non-convertible bonds without warrant are professional investors as defined in the Law on securities.

b) Buyers of convertible bonds and warrant-linked bonds are professional investors and strategic investors of which the number of strategic investors of an issue is limited to 100.

c) Professional investors are investors that have financial capacity or securities qualifications as prescribed in Article 11 of the Law on securities. Organizations shall identify professional investors and obtain documents serving identification of professional investors as prescribed in Article 4 and Article 5 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some articles of the Law on securities and its amending or superseding documents (hereinafter referred to as “Decree No. 155/2020/ND-CP”), except the identification of professional investors prescribed in Point d of this Article.

d) An individual that is identified as a professional investor as prescribed in Point d Clause 1 Article 11 of the Law on Securities shall be eligible to buy privately placed bonds if he/she holds a quantity of listed or registered securities, excluding securities borrowed to conduct margin transactions and those of repo transactions, of which the daily average price determined in a minimum period of 180 consecutive days preceding the date on which he/she is identified as a professional investor shall not be lower than VND 02 billion. The certification of a professional investor status as prescribed in this Point shall be valid for 03 months from the date of certification.

2. Responsibilities of bond buyers

a) Fully access the information disclosed by the issuer; have a thorough grasp of terms and conditions of bonds, and other commitments of the issuer before deciding to buy and trade bonds.

b) Clearly understand risks that may occur during investment and trading of bonds; clearly understand and ensure compliance with regulations on eligible bond buyers, and trading of privately placed corporate bonds in accordance with regulations herein and relevant laws.

c) Self-assess and assume responsibility for their investment decisions as well as incur any risks which may occur during investment and trading of bonds. The State provides no guarantee that the issuer will make full and timely payment of bond principal and interest amounts when they become due, and exercise other rights for bondholders.

d) Before buying bonds (both in primary market and secondary market), each investor must sign a written certification of compliance with the provisions of Points a, b and c of this Clause, and shall assume responsibility for its decision to buy bonds after signing the certification. The written certification shall be made using the form in Appendix V enclosed herewith, and shall be kept together with the bond offering dossier or by the securities company where the investor conducts bond transactions in accordance with regulations of law.

dd) Conduct bond transactions according to the provisions of Article 16 of this Decree; not sell bonds to or make joint investment in bonds with investors that are not professional investors in any forms. Capital mobilization and purchase/investment in corporate bonds by credit institutions, FBBs and fund management companies shall comply with specialized laws.

e) When selling bonds in the secondary market, provide bond buyers with adequate information which has been disclosed by the issuer as prescribed in this Decree.

3. Rights and benefits of bond buyers

a) Access adequate information disclosed by the issuer as prescribed in this Decree, and bond offering dossiers as requested.

b) Receive full and timely payments of bond principal and interests when they become due, and perform other corporate actions (if any) under terms and conditions of bonds and as agreed upon with the issuer.

c) Request the issuer to redeem bonds before maturity as prescribed in Clause 3 Article 7 of this Decree.

d) When buying bonds in the secondary market, request bond sellers to provide adequate information which has been disclosed by the issuer as prescribed in this Decree.

4. If committing any violations against regulations of law, the violating investor shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.”

7. Clause 2 of Article 10 is amended as follows:

“2. Bonds offered in each offering wave must be distributed within 30 days from the date of disclosure of information before offering. Total duration for a multiple-wave offering shall not exceed 06 months from the issue date of the first offering wave.”

8. Point c Clause 1 Article 11 is amended as follows:

“c) The issuer shall organize the bond offering according to the methods prescribed in Article 14 of this Decree. The issuer shall complete the distribution of bonds within 30 days from the date of information disclosure before offering.”

9. Clause 2, Clause 3 and Clause 4 Article 12 are amended as follows:

“2. A bond offering dossier shall include the following documents:

a) The bond issuance plan which is prepared according to Clause 1 Article 13 of this Decree;

b) Documentary evidences of fulfillment of bond offering conditions laid down in Article 9 and Article 10 of this Decree;

c) The disclosure of information about the bond offering which is made according to the provisions of this Decree and guidelines of the Ministry of Finance;

d) The contracts signed between the issuer and the bond offering-related service providers, including:

- The contract signed with the organization that provides counseling on bond offering dossiers;

- The contracts signed with organizations providing bidding, underwriting and brokerage services in conformity with the bond issuance method prescribed in Article 14 of this Decree, unless bonds are sold directly to buyers;

- The contract signed with the representative of bondholders as prescribed in the Law on securities (if any) for supervising the fulfillment of the issuer’s commitments. Where bonds are offered to professional investors that are individuals, the bond offering dossier must include the contract signed with the representative of bondholders as prescribed in Clause 7 Article 14 of this Decree and the Law on securities;

- The contract signed with the collateral-managing agent in case of offering of secured bonds (if any);

- The contracts signed with other organizations involved in the bond offering (if any).

dd) Periodical reports on use of funds raised from the bond issuance in respect of outstanding bonds as prescribed in Point c Clause 2 Article 21 of this Decree.

e) The report on credit rating of the issuer that is subject to compulsory credit rating as prescribed in Clause 2 Article 19 of the Decree No. 155/2020/ND-CP of which the time of application is prescribed in Clause 3 Article 310 of the same document.

g) The decision to approve and accept the bond issuance plan;

h) The written approval given by a competent authority as prescribed in specialized laws (if any);

i) A commercial bank or FBB’s confirmation of the issuer’s account opened for receiving payments for non-convertible bonds without warrant or of the issuer’s escrow account opened for receiving payments for convertible bonds or warrant-linked bonds offered. In case the issuer is a commercial bank, its confirmation of receipt of adequate payments for offered bonds is required;

k) In case of offering of convertible bonds or warrant-linked bonds by public companies, securities companies or fund management companies, in addition to the documents mentioned in Point a, Point b, Point c, Point d, Point dd, Point e, Point g, Point h and Point i of this Clause, the bond offering dossier shall also include:

- The application for registration of bond offering made using the form in Appendix I enclosed herewith.

- The copy of the decision to approve the bond offering dossier issued by the General Meeting of Shareholders (GMS)/Board of Directors.

- The issuer’s commitment not to commit violations against regulations on cross ownership as prescribed in the Law on Securities at the time of conversion from bonds into shares and exercise of warrant.

l) In case of offering of secured bonds, in addition to the documents mentioned in Point a, Point b, Point c, Point d, Point dd, Point e, Point g, Point h, Point i and Point k of this Clause, the bond offering dossier shall also include documentary evidence of the legal status of the collateral, collateral valuation reports provided by qualified valuation service providers, documents proving completion of registration of collateral as security interest as prescribed by law on registration of security interest, and documents/information on the order of payments made to bondholders in case the collateral is used for debt payment.  

m) The written certification of bond buyers as prescribed in Point d Clause 2 Article 8 of this Decree.

n) The written confirmation by the organization providing bidding, underwriting or brokerage services of transfer of funds raised from the bond offering to the issuer’s account. If the issuer is a commercial bank, its confirmation of receipt of adequate funds raised from the bond issue is required.

o) Other documents related to the bond offering (if any).

3. In addition to the documents prescribed in Clause 2 of this Article, a multiple-wave bond offering dossier shall also include:

a) Documents about the project or plan that uses funds in multiple stages;

b) Updates on offering and use of funds raised in previous offering waves according to the bond issuance plan;

c) Updates on the issuer’s financial status in case the interval between two offering waves is 03 months or longer, and two offering waves are made in two different fiscal years.

4. Financial statements of the year preceding the year of issuance included in the bond offering plan must be duly audited by an accredited audit organization.  The financial statements must receive unqualified opinions. If the audit report has qualified opinions, they must not affect the bond offering conditions; the issuer must provide explanatory documents confirmed by the audit organization that the qualified opinions do not affect the bond offering conditions.

a) If the bond offering is performed within 90 days from the end of the fiscal year when the audited financial statements or the audited consolidated financial statements of the year preceding the year of issuance are not available, the issuer may submit the half-year financial statements and financial statements of the fourth quarter of the year preceding the year of issuance/latest monthly financial statements of the year of issuance. All financial statements must be reviewed or audited by accredited audit organizations. Within 20 days from the issue date of the report on audit of annual financial statements, the issuer shall make information available to bondholders.

b) If the issuer is a parent company, the financial statements included in the bond offering dossier shall consist of the audited consolidated financial statements of the year preceding the year of issuance and the audited financial statements of the parent company of the year preceding the year of issuance. Within 90 days from the end of the annual accounting period, if the audited financial statements or the audited consolidated financial statements of the year preceding the year of issuance are not available, the provisions of Point a of this Clause shall apply.”

10. Clause 1 of Article 13 is amended as follows:

“1. The issuer shall formulate a bond issuance plan which shall, inter alia, include the following contents:

a) Particulars of the issuer (including name, type of business, headquarters address, enterprise registration certificate or business registration certificate or another license of equivalent validity as regulated by law); number of account used for receiving payments for offered bonds;

b) Bond issuance purposes, including information about the investment program/project (including information about the legal status and investment risks that may occur of the program/project); restructured debt (including information about value and term of the restructured debt). The bond issuance purposes of a credit institution are to increase tier-2 capital, or raise funds for granting loans, making investments or serving other purposes as prescribed in specialized laws.

c) Description of fulfillment of each of the bond offering conditions laid down in Article 9 and Article 10 of this Decree;

d) Terms and conditions of the bond to be offered. In case of a multiple-wave bond offering, the planned number of bond offering waves, quantity of bonds to be offered in each offering wave, and offering time of each offering wave must be specified. In case of offering of secured bonds, information about the type of assets used as collateral, and value of the collateral determined by a qualified valuation service provider, the legal status and registration of collateral as security interest as prescribed by law on registration of security interest, and the order of payments made to bondholders when the collateral is used for debt payment. 

dd) The plan for conversion of bonds into shares in case of offering of convertible bonds (requirements, time limit, ratio or method of determining conversion price, compliance with regulations on holding of shares by foreign investors as prescribed by law, and other terms);

e) The plan for exercise of warrant in case of offering of warrant-linked bonds (conditions for warrant exercise, time limit, ratio, price or pricing method, compliance with regulations on holding of shares by foreign investors as prescribed by law, and other terms);

g) Cases, terms, conditions and commitments by the issuer to redeem bonds before maturity or conduct bond swap;

h) Some financial indicators of the issuer in 03 consecutive years preceding the year of issuance and any changes therein after the bond issuance, including:

- Equity (including detailed information about the paid-in capital, funds established using after-tax profits and undistributed after-tax profits, differences upon asset revaluation, and exchange rate differences, etc.);

- Total debts payable, including loans given by banks, debts from issuance of bonds, and other debts payable (information on the debt must be specified);

- Capital structure, including total debts/total assets ratio, debt to equity ratio;

- Liquidity ratios, including: current ratio (current assets/current liabilities), quick ratio ((current assets – inventories)/current liabilities);

- Outstanding bond debts (including all types of bonds)/equity;

- Pre-tax profits, after-tax profits (in case of losses, losses incurred in the fiscal year and accumulated losses must be specified);

- Profitability ratios, including: return on assets (ROA), return on equity (ROE);

- Financial soundness indicators and prudential ratios in accordance with regulations of specialized laws. 

i) Payment of principal and interest amounts of the issued bonds and matured debts (excluding bond debts) over the last 03 consecutive years preceding the bond offering.

k) Reporting on bond issuance and use of funds raised from the bond issuance in respect of outstanding bonds, including: total quantity of bonds issued; bond principal and interest amounts paid; remaining outstanding bond debts; use of funds raised from bond issuance and plan to payment of bond principal and interest; violations against regulations on issuance of corporate bonds according to decisions issued by competent authorities within 03 consecutive years preceding the bond offering (if any);

l) Assessment of the issuer’s financial status and solvency to pay matured debts and debts from bonds to be issued;

m) The auditor’s audit or review opinions about the financial statements;

n) Bond issuance methods;

o) Eligible bond buyers that are required to meet the provisions of Clause 1 Article 8 of this Decree. If bonds will be offered to professional investors that are individuals, the issuer is required to meet requirements regarding the dossier of offering of bonds to individuals laid down in this Decree.

p) The plan for use of funds raised from the bond issue, including the plan for use of idle funds raised from the bond issue which are disbursed according to a specified schedule;

q) The plan for arrangement of funding sources and method of bond principal and interest payment;

r) The issuer’s commitment to disclose information;

s) Other commitments to bondholders (if any);

t) Provisions on registration and depositing of bonds as prescribed in Article 15 of this Decree;

u) Provisions on trading of bonds as prescribed in Article 16 of this Decree;

uu) Rights and responsibilities of bondholders, including information on the specific number of votes necessary to settle an issue requiring bondholders’ approval which shall not be lower than the number of votes of bondholders that represent at least 65% of total outstanding bonds of the same type;

v) Rights and responsibilities of the issuer;

x) Responsibilities and obligations of each bond issue-related service provider;

y) Criteria for selection of strategic investors and list of strategic investors in case of issuance of convertible bonds or warrant-linked bonds.”

11. Article 14 is amended as follows:

“Article 14. Issuance methods and related service providers

1. Corporate bonds shall be issued adopting the following methods:

a) Bidding: a method adopted to select investors that meet the issuer’s requirements to buy bonds.

b) Underwriting: a method of selling corporate bonds to investors through an underwriter or underwriter syndicate. 

c) Brokerage: a method whereby an entity is authorized by the issuer to sell its corporate bonds to investors.

d) Selling bonds directly to investors if the issuer is a credit institution.

2. The issuer shall decide the issuance method to be adopted and notify it to investors.

3. Organizations in charge of identifying eligible investors:

a) The identification of professional investors shall comply with Clause 1 Article 8 of this Decree.

b) The issuer (when offering bonds) and the securities company (from which investors buy bonds in the secondary market) shall identify strategic investors according to the Resolution issued by the issuer’s GMS on selection of strategic investors in accordance with regulations of the Law on securities.

c) The organization in charge of identifying the investor’s capacity shall give its certification by signing the written certification which is made by the investor before buying bonds using the form in Appendix V enclosed herewith, and assume legal responsibility for its certification.

4. The following organizations may provide bidding, underwriting and brokerage services:

a) Securities companies shall be allowed to provide bidding, underwriting and brokerage services in accordance with regulations of the Law on securities;

b) Commercial banks and FBBs shall be allowed to provide brokerage services after obtaining permission from the SBV in accordance with regulations of the Law on Credit Institutions and certification of securities depository registration from the State Securities Commission of Vietnam (“SSC”) in accordance with regulations of the Law on securities.

5. When rendering services, bidding, underwriting and brokerage service providers shall discharge the following responsibilities:

a) The bidding, underwriting and brokerage service provider must enter into a service contract with the relevant issuer, in which rights and responsibilities of each party must be specified.

b) A bidding, underwriting and brokerage service provider, when distributing bonds, or the issuer that is a credit institution, when selling bonds directly to investors, shall:

- provide investors with adequate and accurate information according to the approved bond issuance plan and ensure that investors will not confuse the purchase of corporate bonds and making of deposits at the credit institution; provide investors with adequate and accurate information about responsibilities and obligations to be discharged by the bidding, underwriting and brokerage service provider when distributing bonds; not provide false information or information which may mislead investors about bonds to be offered to them;

- only distribute bonds to investors that have been identified as professional investors by the issuer or authorized securities company after they have accessed and adequately understood information and signed written certifications as prescribed in Article 8 of this Decree; not offer or assist investors that are ineligible to buy privately placed corporate bonds;

- in case of commitment to redeem corporate bonds, enter into contracts with investors (in which terms and conditions of bond redemption must be specified) and comply with specialized laws when fulfilling this commitment.

- in case of underwriting as prescribed in the Law on securities, provide investors with adequate information on scope of underwriting, and ensure that investors will not confuse underwriting with payment guarantee.

- make and send the written confirmation of transfer of funds raised from the bond offering to the issuer’s account to the issuer for its retention and disclosure of information on bond offering results as prescribed.

6. Organizations providing counseling on bond offering dossiers are securities companies that are licensed to provide counseling on bond offering dossiers as prescribed in the Law on Securities.

a) The counseling service provider must enter into a service contract with the relevant issuer, in which rights and responsibilities of each party must be specified.

b) When providing counseling on bond offering dossiers, the counseling service provider shall:

- review the fulfillment of conditions for bond offering and bond offering dossier requirements laid down in this Decree, the Law on Securities and the Law on enterprises, and certify its review results to be disclosed before the bond offering.  The counseling service provider shall assume legal responsibility for its review results;

- not provide counseling for or assist the issuer in including false information or information which misleads investors about bonds to be offered in its bond offering dossier.

7. Representatives of bondholders are depository members of Vietnam Securities Depository and Clearing Corporation (VSDC) or securities investment fund management companies that are appointed or selected to represent rights and interests of bondholders as prescribed in Clause 13 Article 3 of the Decree No. 155/2020/ND-CP.

a) The bondholders’ representative must enter into a service contract with the relevant issuer, in which rights and responsibilities of each party must be specified.

b) When rendering services, the bondholders’ representative shall comply with the provisions of Article 24 of the Decree No. 155/2020/ND-CP.

c) The bondholders’ representative may be replaced if approved by a number of bondholders that represent at least 65% of total outstanding bonds of the same type. Changes to other terms and conditions of the representation contract are subject to approval by the issuer’s competent authority.

8. Accredited audit organizations, valuation service providers, signatories of audit reports and valuation certificates, and any entities that certify bond offering dossiers shall assume legal responsibility for performance of their tasks.

9. Corporate bonds-related service providers as prescribed in Clauses 4, 6, 7 and 8 of this Article must not be related persons of the issuer as prescribed in the Law on Securities and its guiding documents. These service providers shall assume legal responsibility for their provision of services. If committing any violations against regulations of law, the violating service provider shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.

10. The Ministry of Finance of Vietnam shall provide guidelines for provision of counseling on bond offering dossiers, underwriting, bidding and brokerage services for privately placed corporate bonds, and bondholders’ representatives.”

12. Article 15 is amended as follows:

“Article 15. Registration and depositing of bonds

1. An enterprise that performs the private placement of bonds must complete bond registration procedures with VSDC within the following time limits:

a) 5 working days from the date on which SSC gives a notification of its receipt of report on the private placement of convertible bonds or warrant-linked bonds by a public company, securities company or securities investment fund management company.

b) 05 working days from the date on which the issuer discloses offering results as prescribed in Article 20 of this Decree in the cases other than the ones specified in Point a of this Clause.

c) When following bond registration procedures with VSDC, the issuer shall provide the list of bondholders and assume legal responsibility for satisfaction by listed bondholders of eligibility requirements as prescribed in this Decree and the Law on Securities.

2. Bonds must be deposited at VSDC through depository members before they are traded or their ownership is transferred, unless otherwise prescribed by the Ministry of Finance of Vietnam.

3. Registration and depositing of corporate bonds with VSDC as prescribed in this Decree and the Law on Securities do not mean that VSDC certifies and ensures the legitimacy of the issuer’s bond offering and full payment of bond principal and interest amounts.

4. The ownership of bonds which have been registered at VSDC shall be transferred in the following cases:

a) Bonds are sold/purchased through the SE’s privately placed bond trading system as prescribed in Article 16 of this Decree.

b) The bond ownership is transferred according to an effective court judgment or decision, or arbitral decision, or in case of inheritance as prescribed by law.

5. The Ministry of Finance of Vietnam shall provide guidelines for registration, depositing, performance of corporate actions, ownership transfer, and payment for privately placed corporate bonds at VSDC, and cases in which the bond ownership is transferred not through the SE’s privately placed bond trading system. Payment for bond transactions shall be made without applying the central counterparty clearing mechanism.”

13. Article 16 is amended as follows:

“Article 16. Bond trading

1. The issuer shall follow procedures for registration of trading of bonds on the SE’s privately placed bond trading system. Completion of procedures for registration of trading of bonds with the SE as prescribed in this Article does not mean that the SE certifies and ensures the legitimacy of the issuer’s bond offering and full payment of bond principal and interest amounts.

2. Bond transactions shall be conducted through trading members and comply with the following provisions:

a) Bonds shall be only traded between the investors defined in the bond issuance plan, unless bonds are traded according to an effective court judgment or decision, or arbitral decision, or in case of inheritance as prescribed by law.

b) The transfer of convertible bonds or warrant-linked bonds shall be restricted according to the provisions of Point c Clause 1 Article 31 of the Law on Securities. After the prescribed restriction duration, bonds shall be traded according to the provisions of Point a of this Clause.

3. Procedures for registration of trading of bonds on the SE’s privately placed bond trading system:

a) The issuer shall follow bond trading procedures within 15 working days from the certificate of bond registration issued by VSDC.

b) The issuer shall send an application for trading registration to the SE online according to the SE’s regulations. An application for bond trading registration includes:

- The application form made using the form in Appendix VI enclosed herewith;

- The establishment and operation license, or enterprise registration certificate as prescribed by law;

- Certificate of bond registration issued by VSDC;

- The decision to approve and accept the bond issuance plan;

- The written approval for bond issuance given by a competent authority as prescribed in specialized laws (if any);

- The report on credit rating of the issuer or issued bonds given by credit rating agencies (if any);

c) Within 05 working days from the receipt of adequate and valid application, the SE shall give a notification of registration of trading of bonds on the SE’s privately placed bond trading system, and publish information thereof on its website. If an application is refused, the SE shall provide reasons for its refusal in writing.

d) Within 10 working days from the notification of registration of trading of bonds given by the SE, the issuer shall put bonds into trading on the SE’s privately placed bond trading system.

4. Registration of bond trading after restructuring and deregistration:

a) Registered bonds of consolidating companies or transferor companies shall continue to be registered for trading on the SE.

b) Bonds shall be deregistered in the following cases:

- Bonds have matured or are converted, redeemed or swapped entirely by the issuer before their maturity date;

- The issuer’s enterprise registration certificate or establishment and operation license is revoked according to specialized laws;

- The issuer is found by the SE to have forged the application for bond trading registration or the application for changes in bond trading registration;

- The issuer ceases to exist due to dissolution, bankruptcy, split-off or split-up.

5. Trading members on the SE’s privately placed bond trading system include trading members and special trading members that have been approved by the SE in accordance with regulations of the Law on securities.

a) Trading members are securities companies.

b) Special trading members are commercial banks and FBBs.

c) Eligibility requirements, required documentation, and procedures for registration and cancellation of membership, and suspension of special trading members from trading of privately placed corporate bonds on the SE shall comply with the provisions on special trading members engaging in trading of the Government’s debt instruments laid down in the Decree No. 155/2020/ND-CP.

6. The Ministry of Finance of Vietnam shall provide guidelines for organization of market for trading of corporate bonds privately placed on the domestic market as prescribed in this Article.”

14. Clause 1 Article 19 is amended as follows:

“1. At least 01 working day before the official issue date, the issuer shall disclose information before offering to investors for their subscription, and send the disclosed information to the SE.

a) The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance of Vietnam.

b) With regard to green bonds, in addition to the information to be disclosed as prescribed in Point a of this Clause, the issuer shall disclose information about accounting, management and disbursement of funds raised from the offering of green bonds as prescribed in Clause 3 Article 5 of this Decree.

c) The information provided by the issuer for the SE shall be used to serve the SE’s fulfillment of its responsibilities as prescribed in Article 32 of this Decree. It does not mean that the SE confirms and guarantees the offering.”

15. Clause 1 and Clause 1a Article 20 are amended as follows:

1. Within 05 working days from the completion date of the bond offering, the issuer shall disclose information on offering results to bondholders, and send the disclosed information to the SE. The information to be disclosed shall comply with guidelines given by the Ministry of Finance of Vietnam.

1a. If the offering is unsuccessful or an offering wave is cancelled, within 05 working days from the completion of bond distribution, the issuer shall disclose information and send the disclosed information to the SE.”

16. Clause 2 Article 21 is amended as follows:

“2. The information to be disclosed shall comply with guidelines given by the Ministry of Finance of Vietnam and include the followings:

a) The issuer’s half-year and annual financial statements which have been audited or reviewed (if any); the data on annual and/or half-year financial statements which are not yet audited and/or reviewed respectively must be certified by the GMS, the Board of Directors, the Board of Members or the Company’s President. If the issuer is a parent company, the financial statements to be disclosed shall consist of both consolidated financial statements and financial statements of the parent company.

b) The payment of bond principal and interest amounts.

c) The half-year and annual reports on use of funds raised from the bond issuance in respect of outstanding bonds, which have been audited by accredited audit organizations.

d) The report on the issuer’s fulfillment of commitments to bondholders.

dd) With regard to green bonds, in addition to the provisions in Point a, Point b and Point d of this Clause, the issuer shall annually prepare reports on accounting, management and use of funds raised from bond issuance which must bear the auditor’s review opinions; reports on fund disbursement and project execution, and environmental impact assessment reports.”

17. Point c, Point d and Point dd are added to Clause 1 Article 22 as follows:

“c) Terms and conditions of issued bonds are changed, or bondholders’ representative is replaced.

d) Bonds must be compulsorily redeemed before maturity.

dd) There is a competent authority’s decision to impose penalties for administrative violations against regulations on securities and securities market, or relevant laws.”

18. Clause 2 of Article 29 is amended as follows:

“2. At least 01 working day before the issue date of bonds in the international market, the issuer shall send the information to be disclosed before the offering to the SE. The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance of Vietnam.”

19. Clause 1 Article 30 is amended and Clause 1a is added to Article 30 as follows:

“1. Within 05 working days from the completion date of the bond offering, the issuer shall send information on offering results to the SE. The information on offering results to be disclosed shall comply with guidelines given by the Ministry of Finance of Vietnam.

1a. If the offering is unsuccessful or an offering wave is cancelled, within 05 working days from the completion of bond distribution, the issuer shall disclose information and send the disclosed information to the SE.”

20. Clause 2 of Article 31 is amended as follows:

“2. The information to be disclosed shall comply with guidelines given by the Ministry of Finance of Vietnam and include the followings:

a) The issuer’s half-year and annual financial statements which have been audited or reviewed (if any); the data on annual and half-year financial statements which are not yet audited and reviewed respectively must be certified by GMS, the Board of Directors, the Board of Members or the Company’s President. If the issuer is a parent company, the half-year and annual financial statements shall consist of both consolidated financial statements and financial statements of the parent company.

b) The payment of bond principal and interest amounts.

c) The half-year and annual reports on use of funds raised from the bond issuance in respect of outstanding bonds.

d) Reports on ad hoc information of the issuer (if any).

dd) Reports on redemption of bonds before maturity, bond swap, conversion of bonds into shares or exercise of warrants (if any).

e) The report on the issuer’s fulfillment of commitments to bondholders.”

21. Article 32 is amended as follows:

“Article 32. SE’s corporate bond information webpage 

1. The SE shall:

a) Consolidate information received from issuers for publishing on the corporate bond information webpage as prescribed in Clause 2 of this Article;

b) Formulate and promulgate regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage after obtaining the approval from SSC.

2. The corporate bond information webpage shall include the following contents:

a) Information on issuance of corporate bonds in the domestic market, including: the issuer’s name, some financial indicators (outstanding bond debts (including all types of bonds), debt to equity ratio, outstanding bond debts (including all types of bonds)/equity, interest coverage ratio (earnings before interest and taxes/interest expense), bond ticker symbols, eligible buyers of bonds sorted by bond ticker symbol, issuance interest rate, issue date, quantity, face value, maturity date, reporting on principal and interest payment, ad hoc information disclosure, reports on credit rating of the issuers that are subject to compulsory credit rating as prescribed;

b) Information on issuance of corporate bonds in the international market, including: name of issuer, issue date, quantity, face value, maturity date and issuing market.

c) Information on conversion of bonds into shares, exercise of warrants, redemption of bonds before maturity and bond swap (if any).

d) Other information as agreed between the SE and the issuer which shall be then provided for information users according to the SE’s regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage.

dd) Information about cases in which the issuer fails to make full payment of principal and/or interest amounts, or fails to use funds raised from bond issuance for the prescribed purposes, or fails to fulfill commitments to bondholders, and cases in which the issuer is required to redeem bonds before maturity according to reports bidding, underwriting and brokerage service providers, bondholders' representatives, and information disclosed by the issuer.

3. Investors and issuers may access the corporate bond information webpage in order to be updated with latest information on issuance of corporate bonds according to the SE’s regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage.”

22. Article 33 is amended as follows:

“Article 33. Reporting by providers of counseling on bond offering dossiers, bidding, underwriting and brokerage services, bondholders’ representative, SE and VSDC

1. Organizations providing counseling on bond offering dossiers shall submit quarterly and annual reports to SSC.

2. Every bondholders’ representative shall submit reports to SSC and SE on a quarterly and annual basis, and whenever the issuer is found to have committed violations which adversely affect legitimate rights and interests of bondholders.

3. Bidding, underwriting and brokerage service providers shall submit quarterly and annual reports to the SE. Commercial banks and FBBs that are licensed by the SBV to provide brokerage services shall, in addition to the reports specified in this Decree, submit other reports according to SBV’s guidelines.

4. Reporting by the SE

a) The SE shall submit quarterly and annual reports to the SSC on offering and trading of corporate bonds, including offerings in the domestic market and international market.

b) In addition to periodic reports prescribed in Point a of this Clause, the SE shall submit ad hoc reports to SSC at the request of regulatory authorities.

5. Reporting by VSDC

a) VSDC shall submit quarterly and annual reports to SSC on registration, depositing, ownership transfer, and structure of holders of bonds privately placed in the domestic market.

b) In addition to periodic reports prescribed in Point a of this Clause, VSDC shall submit ad hoc reports to SSC at the request of regulatory authorities.

6. The Ministry of Finance of Vietnam shall provide guidelines for reporting by providers of counseling on bond offering dossiers, bondholders’ representatives, bidding, underwriting and brokerage service providers, SE and VSDC according to this Article.”

23. Clause 6 and Clause 7 are added to Article 34 as follows:

“6. Provide explanations for investors about the issuance plan, legal risks, investment risks, risks associated with use of funds, rights, benefits and legal liabilities of the issuer and of the investor.

7. Compulsorily redeem bonds before maturity as prescribed in Clause 3 Article 7 of this Decree.”

24. Article 35 is amended as follows:

“Article 35. Responsibilities of providers of counseling on bond offering dossiers

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree when providing counseling on bond offering dossiers.

2. Comply with regulations on reporting laid down in this Decree.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and the provisions of this Decree. If a service provider commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.”

25. Article 36 is amended as follows:

“Article 36. Responsibilities of bondholders’ representatives

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree when acting as a bondholders’ representative.

2. Comply with regulations on reporting laid down in this Decree.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and the provisions of this Decree. If a bondholders’ representative commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.”

26. Article 37 is amended as follows:

“Article 37. Responsibilities of bidding, underwriting and brokerage service providers

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree during their provision of bidding, underwriting and brokerage services.

2. Comply with regulations on reporting laid down in this Decree.

3. If a service provider commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.”

27. Clause 3, Clause 4 and Clause 5 Article 38 are amended as follows:

“3. Perform management and supervision tasks to ensure the adequate and timely disclosure of information and reporting by issuers, bidding, underwriting and brokerage service providers as prescribed in this Decree and guidelines given by the Ministry of Finance of Vietnam.

4. When detecting any violations against regulations on information disclosure, reporting and trading of privately placed corporate bonds on the SE, request the violating issuer and relevant entities in writing to provide explanations and/or additional information, or report the case to SSC for consideration.

5. Promulgate regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage; regulations on trading of privately placed corporate bonds after obtaining approval from SSC.”

28. Article 38a is added as follows:

“Article 38a. Responsibilities of VSDC

1. Comply with regulations on registration and depositing of bonds, ownership transfer, and settlement of bond transactions in accordance with the provisions of this Decree and the Law on Securities.

2. Supervise registration, deposit and settlement of bond transactions in accordance with the Law on Securities, including provision of services by depository members as prescribed in this Decree and guidelines given by the Ministry of Finance of Vietnam.

3. Comply with regulations on reporting laid down in this Decree.

4. When detecting any violations against regulations on registration, depositing and transfer of ownership of privately placed corporate bonds, request the relevant entities in writing to provide explanations and/or additional information, or report the case to SSC for consideration.

5. Promulgate regulations on registration, depositing and payment for privately placed corporate bonds after obtaining approval from SSC.”

29. Article 39 is amended as follows:

“Article 39. Responsibilities of SSC

1. Give opinions about the private placement of convertible bonds and warrant-linked bonds by public companies, securities companies and fund management companies in the domestic market; give opinions about the offering of bonds in the international market by public companies, securities companies and fund management companies in accordance with the provisions of this Decree and the Law on securities.

2. Consider giving approval for regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage, regulations on trading of privately placed corporate bonds, and regulations on registration, depositing and payment for privately placed corporate bonds in accordance with the provisions of this Decree.

3. Manage and supervise securities trading and provision of securities-related services in accordance with regulations of the Law on securities, including provision of counseling on bond offering dossiers, bidding, underwriting and brokerage services as prescribed in this Decree; manage and supervise VSDC's processing of applications for registration, depositing and transfer of ownership of bonds; manage and supervise the SE's disclosure of information, reporting and trading of corporate bonds in accordance with regulations of the Law on securities and this Decree.

4. On the basis of management and supervision of securities trading of securities companies, supervision reports submitted by the SE and VSDC, and reports submitted by bondholders' representatives, receive and take appropriate actions against violations regarding offering and trading of corporate bonds privately placed on the domestic market in accordance with this Decree and the Law on Securities. If any signs of violation are found, SSC shall conduct inspection of the SE, VSDC, service providers and issuers in accordance with the Law on Securities.”

30. Clause 2 Article 40 is amended as follows:

“2. Inspect and supervise credit institutions’ capital mobilization by means of bond issuance; consider granting license to commercial banks and FBBs to provide corporate bond brokerage services; supervise commercial banks and FBBs’ provision of corporate bond brokerage services and fulfillment of commitments to redeem bonds of other issuers in accordance with regulations of the Law on Credit Institutions and its guiding documents.”

31. Clause 4 is added to Article 41 as follows:

“4. Relevant Ministries and regulatory authorities shall, within the ambit of their assigned functions and tasks, cooperate in conducting inspection and supervision of offering, trading and provision of related services on the corporate bond market as prescribed in this Decree and relevant laws."

32. Article 42 is amended as follows:

“Article 42. Responsibilities of Ministry of Finance of Vietnam

1. Play the leading role and cooperate with relevant agencies in instructing the information disclosure, provision of related services and organization of market for trading of privately placed corporate bonds on the SE according to regulations of this Decree.

2. Consolidate information and assess operations of the corporate bond market in accordance with regulations of this Decree for requesting the Government to promulgate or amend relevant mechanisms/policies.

3. Manage and supervise provision of privately placed corporate bonds-related services by audit organizations and valuation service providers in accordance with regulations of law on auditing and pricing.”

Article 2. Clause 7 Article 4 of Decree No. 153/2020/ND-CP is abrogated.

Article 3. Transition

1. With regard to bond offerings which have been made before the effective date of this Decree and of which information to be disclosed before the offering has been sent to the SE, the distribution of bonds shall continue according to the Decree No. 153/2020/ND-CP and such bond distribution and receipt of payments from bond buyers within 30 days from the effective date of this Decree. Reporting, information disclosure, registration, depositing and trading of bonds shall comply with the provisions of this Decree.

2. The issuer that has offered bonds according to this Decree but not yet submitted report on use of funds raised from the bond issuance in respect of outstanding bonds as prescribed in Clause 16 Article 1 of this Decree is required to supplement its offering dossier with the report on use of funds raised from the bond issuance in respect of outstanding bonds for the period from the issue date to the planned issue date of a new bond offering.

3. With regard to corporate bonds which have been issued before the effective date of this Decree but are still outstanding at the effective date of this Decree:

a) The issuer shall comply with the provisions on reporting, periodic information disclosure and ad hoc information disclosure laid down in this Decree and specific guidelines given by the Ministry of Finance of Vietnam.

b) The issuer shall not be allowed to change the term of its issued bonds.

c) Regarding bond trading:

- Corporate bonds which have been issued before the effective date of the Decree No. 153/2020/ND-CP and are still outstanding shall continue to be deposited and traded according to the approved bond issuance plan. Bond registering and depository organization shall continue submitting reports as prescribed in Article 33 of the Decree No. 153/2020/ND-CP until these bonds reach their maturity.

- Registration, depositing and registration for trading of corporate bonds which have been issued in accordance with the provisions of the Decree No. 153/2020/ND-CP and are still outstanding shall comply with the provisions of this Decree. Only investors defined in Clause 1 and Clause 2 Article 16 of the Decree No. 153/2020/ND-CP shall be allowed to trade these bonds.

4. Within 45 days from the latest periodic information disclosure which is made after this Decree comes into force, the SE’s corporate bond information webpage must be updated with adequate information on the issuance of corporate bonds in the domestic market as prescribed in Clause 21 Article 1 of this Decree.

5. VSDC's bond registration and depositing system and SE’s privately placed bond trading system shall be put into official operation within 09 months from the effective date of this Decree. Within 03 months from the official date of operation of these bond registration, depositing and trading systems, bonds which have been issued under this Decree and bonds which have been issued under the Decree No. 153/2020/ND-CP and are still outstanding shall be registered, deposited and registered for trading in accordance with the provisions of this Decree. Before the VSDC's bond registration and depositing system and SE’s privately placed bond trading system are put into official operation, registration, depositing, performance of corporate actions, and ownership transfer of bonds which have been issued under this Decree and bonds which have been issued under the Decree No. 153/2020/ND-CP and are still outstanding shall comply with the provisions of the Decree No. 153/2020/ND-CP.

6. When investors whose professional investor status has been identified under the Decree No. 155/2020/ND-CP before the effective date of this Decree purchase corporate bonds privately placed according to the Decree No. 153/2020/ND-CP and this Decree, the identification of their professional investor status must comply with the provisions of this Decree.

Article 4. Effect and implementation

1. This Decree comes into force from September 16, 2022.

2. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces and central-affiliated cities, Boards of Directors, Boards of Members, General Directors or Directors of enterprises that issue bonds are responsible for the implementation of this Decree.

APPENDIX V

INVESTOR’S CERTIFICATION MADE BEFORE PURCHASING BONDS
(Enclosed with the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022)

Form 1. Certification of individual investor

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

Investor’s name: ……………………………………………………………………………………

Date of birth: ....................................………...... Sex:  ………………….

Citizen identity card/Passport No.: …………………… Date of issue: …………………… Issuing authority: ………………….

Current residence: …………………………………………………………………………………

Contact telephone:  ……………………………………………………………………………….

Based on the agreement on purchase/sale of bonds (bond ticker symbol) issued by....... (name of the issuer) on........, I hereby confirms the following information:

1. I have satisfied all eligibility requirements to purchase/trade privately placed corporate bonds in one or the following cases:

□ Any individual is a strategic investor that meets criteria and is included in the list of strategic investors approved by the issuer’s General Meeting of Shareholders (enclosed with the Resolution of the General Meeting of Shareholders No.......dated.....of (name of the issuer) according to Clause II Article 1 Decree No. ...../2022/ND-CP);

□ Any individual possesses a securities practicing certificate as prescribed in Point c Clause 1 Article 11 of the Law on Securities (type, number, issue date and validity period of the certificate must be specified);

□ Any individual holds a quantity of listed or registered securities worth VND ..... billion, and thus meets the required minimum value of VND 02 billion as prescribed in Point d Clause 1 Article 11 of the Law on Securities (enclosed with the certification made according to Clause 6 Article 1 of the Decree No. ...../2022/ND-CP);

□ Any individual has taxable income in the year.... (preceding the year of bond purchase) is VND .....billion according to the tax declaration dossier submitted to the relevant tax authority or tax deduction documents of his/her income payer, and thus meets the required minimum taxable income of VND 01 billion as prescribed in Point dd Clause 1 Article 11 of the Law on Securities (enclosed with the documents for identification of professional investor prescribed in Clause 5 Article 5 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on elaboration of some articles of the Law on securities.

2. I have accessed and fully read all disclosed information on:

(i) The bond offering (bond ticker symbol) made by (name of the issuer/name of bidding, underwriting or brokerage service provider) (if bonds are purchased in the primary market) (name, address, contact information and position of the organization’s representative are specified)

Or

(ii) The bonds (bond ticker symbol) of (name of bondholder/securities company where the investor conducts bond transactions) (if bonds are purchased in the secondary market) (name of the individual bondholder/name of the institutional bondholder’s representative, address, contact information and position of the institutional bondholder’s representative are specified).

Accessed documents:

- The disclosure of information on the bond offering as prescribed in Article 19 of the Decree No. 153/2020/ND-CP and Clause 14 Article 1 of the Decree No. .../2022/ND-CP, including:....................... ;

- The bond issuance plan which is prepared according to Clause 10 Article 1 of the Decree No. .../2022/ND-CP, including:..................... ;

- The bond offering dossier as prescribed in Clause 9 Article 1 of the Decree No. .../2022/ND-CP, including:..................... ;

- The issuer’s periodically disclosed information as prescribed in Clause 16 Article 1 of the Decree No. .../2022/ND-CP, including:..................... ;

…

(all documents that investor has read are specified)

3. After accessing information and documents on the bonds (bond ticker symbol), I hereby confirms:

3.1. I have carefully learned about information on bonds to be purchased according to the information and documents that I have accessed, including:

a) The issuer is ..................., operating in the following sector:...........................

b) The issuer’s financial status: information about the issuer’s capital, assets, outstanding loan debts, prudential ratios, and financial soundness indicators as prescribed in specialized law shall be specified.

c) Purposes of bond issuance:

- The issuer’s purpose of bond issuance is to.............................................

- If the bonds are issued to raise funds for an investment project/program, the legal status and potential risks of that project/program are specified. If bonds are issued to serve the restructuring of debts, the debts to be restructured include............., (value and term of the restructure debt is specified).

d) The plan for use of funds raised from the bond issue is....................; the plan for use of idle funds raised from the bond issue (in case funds are disbursed according to a given schedule) is.................................

dd) The plan for arrangement of funding sources and method of bond principal and interest payment is.......................

e) Bonds are issued with/without collateral. Value of the collateral:........................ Secured transaction has been registered at............................ Reference number.............................

g) Other terms and conditions of bonds: interest rate and term of bonds: ........................

h) The issuer’s commitments:............................................. ;

i) Eligible bond buyers (bond ticker symbol) are those defined in the issuer’s bond issuance plan which is prepared according to Clause 10 Article 1 of the Decree No. .../2022/ND-CP. I am a/an....................investor and thus eligible to purchase and trade bonds (bond ticker symbol)................... as prescribed.

k) Bondholder’s representative:................................

l) Other information on bonds, including: .........................................

After having learned about the bonds to be purchased according to the above-mentioned information and documents, I finds that the issuer........................ (the investor's assessment of the issuer’s capacity to fully pay principal and interest amounts on schedule is specified).

3.2. I clearly understand that, when making investment in bonds (bond ticker symbol), I may face the following risks: (risks associated with bond purchase are specified).

3.3. I clearly understand that:

a) Bonds (bond ticker symbol) are issued adopting private placement method.

b) The State Securities Commission of Vietnam (SSC) shall NOT issue Certificate of registration of offering of privately placed bonds in accordance with regulations of the Law on securities. Thus, SSC shall NOT issue Certificate of registration of offering of these bonds (bond ticker symbol).

c) The issuer issues bonds (bond ticker symbol) according to the rules of conventional loans, assumes responsibility for the use of raised funds and ensures its repayment capacity. The State provides NO guarantee that the issuer will make full and timely payment of bond principal and interest amounts when they become due, and exercise other rights for bondholders.

4. After having clearly understood and fully complied with regulations of law on investors, trading of privately placed bonds, and after having carefully learned about information and assessed benefits and risks associated with bond purchase, I decide to purchase bonds and use my lawful funds for purchasing bonds. I shall assume responsibility for my investment decision and incur any risks from the investment in and trading of bonds./.

_______________________________________________________________________

Certification of the organization/individual providing information on bonds as prescribed in the said Point 2 of its provision of adequate documents and information to the investor

1. (name of the issuer/name of bidding, underwriting or brokerage service provider) (if bonds are purchased in the primary market) providing information (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the organization’s representative)

(Date/month, year; signature, seal)

Or

2. (name of bondholder/securities company where the investor conducts bond transactions) (if bonds are purchased in the secondary market) (name and address of the institutional bondholder, telephone number and name, citizen identity card, position and contact information of the organization’s representative, or name, citizen identity card, address and contact information of the individual bondholder are specified).

(Date/month, year; signature, seal)

_______________________________________________________________________

Certification of the organization that has identified the investor’s status as prescribed in the said Point 1:

1. (name of the issuer/name of authorized securities company) (if bonds are purchased in the primary market) making certification (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the enterprise’s representative).

Or

2. (name of securities company where the investor conducts transactions) (if bonds are purchased in the secondary market) making certification (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the enterprise's representative).

(Date/month, year; signature, seal)

Form 2. Certification of institutional investor

  SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

To:

- Name of the issuer/Name of bidding, underwriting or brokerage service provider (if bonds are purchased in the primary market)

- Name of securities company where the investor conducts transaction (if bonds are purchased in the secondary market)

I am: …………………………………………………………………………………………

Date of birth: ....................................………...... Sex:  …………………….

Citizen identity card/Passport No.: …………………… Date of issue: …………………… Issuing authority: ………….

Current residence: ……………………………………………………………………………………

Working place: ……………………………………………………………………………….

Position:  ………………………………………………………………………………………….

I am the legal representative of (name of institutional investor)/ the representative of (name of institutional investor) according to the letter of authorization (if the individual is not the legal representative of the organization that purchases bonds).

Contact telephone:  …………………………………………………………………………………

Based on the agreement on purchase/sale of bonds (bond ticker symbol) issued by....... (name of the issuer) on........, (name of institutional investor) hereby confirms the following information:

1. (name of institutional investor) is the investor that is eligible to purchase/trade privately placed corporate bonds in one or the following cases:

□ A strategic investor that meets criteria and is included in the list of strategic investors approved by the issuer’s General Meeting of Shareholders (enclosed with the Resolution of the General Meeting of Shareholders No.......dated.....of (name of the issuer) according to Clause 11 Article 1 Decree No. ...../2022/ND-CP);

□ A commercial bank, FBB, finance company, insurer, securities company, securities investment fund management company, securities investment company, securities investment fund, international financial organization, off-budget state financial fund, state financial organization that is allowed to purchase securities in accordance with relevant laws, and meets the requirements laid down in Point a Clause 1 Article 11 of the Law on Securities. To be specific: (Name of bond buyer) is........, has been issued with enterprise registration certificate or establishment and operation license No....., issued by..................on..................;

□ A company whose paid-in charter capital is VND....... billion, exceeding the amount of VND 100 billion prescribed in Point b Clause 1 Article 11 of the Law on Securities. To be specific: (name of bond buyer) has been issued with enterprise registration certificate or establishment and operation license No..........., by...................(name of the issuing authority) on......................., has its registered charter capital as VND ...... billion and its charter capital recorded in its audited annual financial statements as VND ........billion;

□ A company that is a listed or registered organization. To be specific: (name of bond buyer) has been issued with a decision to approve the listing (in case of listed organization)/ decision to approve the registration (in case of registered organization) No........., issued by................... on.........................

2. (name of bond buyer) has accessed and fully read all disclosed information on:

(i) The bond offering (bond ticker symbol) made by (name of the issuer/name of bidding, underwriting or brokerage service provider) (if bonds are purchased in the primary market) (name, address, contact information and position of the organization’s representative are specified)

Or

(ii) The bonds (bond ticker symbol) of (name of bondholder/securities company where the investor conducts bond transactions) (if bonds are purchased in the secondary market) (name of the individual bondholder/name of the institutional bondholder’s representative, address, contact information and position of the institutional bondholder’s representative are specified).

Accessed documents:

- The disclosure of information on the bond offering as prescribed in Article 19 of the Decree No. 153/2020/ND-CP and Clause 14 Article 1 of the Decree No. ....../2022/ND-CP, including:....................... ;

- The bond issuance plan which is prepared according to Clause 10 Article 1 of the Decree No. ...../2022/ND-CP, including:.....................;

- The bond offering dossier as prescribed in Clause 9 Article 1 of the Decree No. .../2022/ND-CP, including:..................... ;

- The issuer’s periodically disclosed information as prescribed in Clause 16 Article 1 of the Decree No. .../2022/ND-CP, including:..................... ;

…

(all documents that investor has read are specified)

3. After accessing information and documents on the bonds (bond ticker symbol), (name of bond buyer) hereby confirms:

3.1. (name of bond buyer) has clearly understood information on bonds to be purchased according to the information and documents accessed, including:

a) The issuer is ..................., operating in the following sector:...........................

b) The issuer’s financial status: information about the issuer’s capital, assets, outstanding loan debts, prudential ratios, and financial soundness indicators as prescribed in specialized law shall be specified.

c) Purposes of bond issuance:

- The issuer’s purpose of bond issuance is to.............................................

- If the bonds are issued to raise funds for an investment project/program, the legal status and potential risks of that project/program are specified. If bonds are issued to serve the restructuring of debts, the debts to be restructured include............., (value and term of the restructure debt is specified).

d) The plan for use of funds raised from the bond issue is....................; the plan for use of idle funds raised from the bond issue (in case funds are disbursed according to a given schedule) is................................. ;

dd) The plan for arrangement of funding sources and method of bond principal and interest payment is....................... ;

e) Bonds are issued with/without collateral. Value of the collateral:........................ Secured transaction has been registered at............................ Reference number............................. ;

g) Other terms and conditions of bonds: Interest rate and term of bonds: ........................ ;

h) The issuer’s commitments:............................................. ;

i) Eligible bond buyers (bond ticker symbol) are those defined in the issuer’s bond issuance plan which is prepared according to Clause 10 Article 1 of the Decree No. .../2022/ND-CP. (name of bond buyer) is a/an....................investor and thus eligible to purchase and trade bonds (bond ticker symbol)................... as prescribed.

k) Bondholder’s representative:................................ (if any)

l) Other information on bonds, including: .........................................

After having carefully learned about the bonds to be purchased according to the above-mentioned information and documents, (name of bond buyer) finds that the issuer........................ (the investor's assessment of the issuer’s capacity to fully pay principal and interest amounts on schedule is specified).

3.2. (name of bond buyer) has clearly understood or has consulted legal, tax, business, investment and financial consultants about risks that may occur from the investment and trading in bonds (bond ticker symbol) of (name of the issuer), Including: (risks associated from investment in bonds).  

3.3. (Name of bond buyer) knows that bonds (bond ticker symbol) are issued adopting private placement method. The State Securities Commission of Vietnam (SSC) shall NOT issue Certificate of registration of offering of privately placed bonds in accordance with regulations of the Law on securities. The issuer issues bonds according to the rules of conventional loans, assumes responsibility for the use of raised funds and ensures its repayment capacity. The State provides NO guarantee that the issuer will make full and timely payment of bond principal and interest amounts when they become due, and exercise other rights for bondholders.

4. After having clearly understood and fully complied with regulations of law on investors, trading of privately placed bonds, and after having carefully learned about information and assessed benefits and risks associated with bond purchase according to assessment/appraisal given by (name of bond buyer) and/or opinions given by relevant consultant(s), (name of bond buyer) decides to purchase bonds and use our lawful funds for purchasing bonds.

(name of bond buyer) shall assume responsibility for our investment decision and incur any risks from the investment in and trading of bonds./.

_______________________________________________________________________

Certification of the organization/individual providing information on bonds as prescribed in the said Point 2 of its provision of adequate documents and information to the investor

1. (name of the issuer/name of bidding, underwriting or brokerage service provider) (if bonds are purchased in the primary market) providing information (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the organization’s representative)

(Date/month, year; signature, seal)

Or

2. (name of bondholder/securities company where the investor conducts bond transactions) (if bonds are purchased in the secondary market) (name and address of the institutional bondholder, telephone number and name, citizen identity card, position and contact information of the organization’s representative, or name, citizen identity card, address and contact information of the individual bondholder are specified).

(Date/month, year; signature, seal)

_______________________________________________________________________

Certification of the organization that has identified the investor’s status as prescribed in the said Point 1:

1. (name of the issuer/name of authorized securities company) (if bonds are purchased in the primary market) making certification (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the enterprise’s representative).

Or

2. (name of securities company where the investor conducts transactions) (if bonds are purchased in the secondary market) making certification (name and address of the enterprise, telephone number and name, citizen identity card, position and contact information of the enterprise's representative).

(Date/month, year; signature, seal)

APPENDIX VI

APPLICATION FOR REGISTRATION OF TRADING OF BONDS ON THE SE’S PRIVATELY PLACED BOND TRADING SYSTEM
(Enclosed with the Government’s Decree No. 65/2022/ND-CP dated September 16, 2022)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------

APPLICATION FOR BOND TRADING REGISTRATION

Bond ticker symbol: ……………..

            To:         The Stock Exchange.

I. PARTICULARS OF ISSUER THAT APPLIES FOR BOND TRADING REGISTRATION

1. Full name of the issuer: …………………………………………………………………

2. Name in English (if any): ………………………………………………………………………

3. Abbreviated name (if any): ……………………………………………………………………

4. Registered charter capital:    ………………………………………………………………….

5. Paid-in charter capital:  …………………………………………………………………………

6. Head office address: ……………………………………………………………………………

7. Telephone number:………………………………………… Fax: …………………………….

8. Legal grounds for business lines:

Enterprise registration certificate No.:………………, issued by………. on……

or establishment and operation license No:. ….........., issued by ……………on.................

 - Primary business lines:…............….. Code: ………………………………

- Main products/services: ………………………………………………………………………..

II. BONDS REGISTERED FOR TRADING

1. Name of bond: …………………………………………………………………………………

2. Type of bond: ………………………………………………………………………………….

3. Bond ticker symbol: ……………………………………………………………………………

4. Face value: VND ..................................................................................................

5. Number of bonds registered for trading: ............................................................... bonds

6. Planned trading time: …………………………………………………………………

7. Term of bond: ...................................................................................................... year(s)

8. Interest rate: ............................/year.

9. Interest payment period: …………………………………………………………………………………………

III. ENCLOSED DOCUMENTS

1. Certificate of bond registration issued by Vietnam Securities Depository and Clearing Corporation (VSDC);

2. The contract signed with bondholders’ representative (if any);

3. The report on credit rating of the issuer or issued bonds given by credit rating agencies (if any);

4. The decision to approve and accept the bond issuance plan given by a competent authority; the decision to approve the bond trading registration given by the authority that is competent to approve and accept the bond issuance plan;

5. The written approval for bond issuance given by a competent authority as prescribed in specialized laws (if any);

6. The establishment and operation license, or enterprise registration certificate as prescribed by law;

7. Financial statements of the year preceding the year of submission of application for bond trading registration which have been duly audited by an accredited audit organization.