Decree No. 08/2023/ND-CP Amending, supplementing, and suspending the implementation of some articles in decrees regulating the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds to the international market.

DECREE

Amending, supplementing, and terminating the effectiveness of certain provisions in Decrees regulating the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds in the international market

Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Legislative Regulatory Documents dated June 22, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Legislative Regulatory Documents dated June 18, 2020;

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

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

At the proposal of the Minister of Finance,

The Government promulgates this Decree to amend, supplement, and terminate the effectiveness of certain provisions in Decrees regulating the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds in the international market.

Article 1. Amending and supplementing Clause 3, Article 34 of Decree No. 153/2020/NĐ-CP dated December 31, 2020 of the Government on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds in the international market (hereinafter referred to as Decree No. 153/2020/NĐ-CP) as follows:

"3. Paying the principal and interest of the bonds fully and on time when due and performing other rights attached (if any) to the bondholders according to the terms and conditions of the bonds. In the case of corporate bonds issued in the domestic market, if the issuing enterprise cannot pay the principal and interest of the bonds in Vietnamese dong fully and on time according to the issuance plan announced to investors as stipulated in Article 17 of this Decree, the enterprise may negotiate with the bondholders to pay the principal and interest of the bonds due by other assets according to the following principles:

a) Complying with the provisions of civil law and related laws. For industries and trades subject to conditions, they must also comply with the provisions of the laws on such industries and trades.

b) Must be approved by the bondholders.

c) The issuing enterprise must disclose extraordinary information and bear full responsibility for the legal status of the assets used to pay the principal and interest of the bonds according to the law."

Article 2. Amending and supplementing Point b, Clause 3, Article 3 of Decree No. 65/2022/NĐ-CP dated September 16, 2022 amending and supplementing certain provisions of Decree No. 153/2020/NĐ-CP dated December 31, 2020 on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds in the international market (hereinafter referred to as Decree No. 65/2022/NĐ-CP) as follows:

"b) Any change in the conditions and terms of the bonds must ensure the following principles:

- Complying with the provisions of Clause 3, Article 1 of this Decree.

- In the case of extending the term of the bonds, the maximum period shall not exceed two years compared to the term at the time of the issuance plan announced to investors.

- If the bondholder does not agree to the change in the conditions and terms of the bonds, the issuing enterprise has the responsibility to negotiate to ensure the interests of the investors. In the case where there is a bondholder who does not agree with the negotiation plan, the enterprise must fulfill all obligations to the bondholder according to the issuance plan announced to the investor (including the case where the change in the conditions and terms of the bonds has been approved by bondholders representing 65% or more of the total number of bonds)."

Article 3. Terminating the effectiveness of the following provisions in Decree No. 65/2022/NĐ-CP until December 31, 2023

1. The provision on determining the qualification of a professional securities investor as an individual at Point d, Clause 1, Article 8 of Decree No. 153/2020/NĐ-CP amended at Clause 6, Article 1 of Decree No. 65/2022/NĐ-CP.

2. The provision on the distribution period of bonds for each issuance at Clause 7, Clause 8, Article 1 of Decree No. 65/2022/NĐ-CP.

3. The provision on the credit rating results for the issuing enterprise at Point e, Clause 2, Article 12 of Decree No. 153/2020/NĐ-CP amended at Clause 9, Article 1 of Decree No. 65/2022/NĐ-CP.

Article 4. Implementation Provisions

1. This Decree takes effect from the date of issuance.

2. For bond issuances that have submitted disclosure information before the issuance to the Stock Exchange before the effective date of this Decree but have not completed the distribution of bonds, they shall continue to implement the distribution period of bonds for each issuance as stipulated at Clause 7, Clause 8, Article 1 of Decree No. 65/2022/NĐ-CP.

3. Ministers, Heads of Ministries equivalent to Ministries, Heads of agencies under the Government, Chairmen of Provincial People's Councils, Chairmen of Municipal People's Councils directly under the Central Government; Boards of Directors, Members of the Board of Management, General Directors, Directors of enterprises issuing bonds and other relevant agencies, organizations, and individuals are responsible for implementing this Decree./.