Decree No. 163/2018/ND-CP on the issuance of corporate bonds

THE GOVERNMENT -------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
Number: 163/2018/NĐ-CP	Hanoi, December 4, 2018

DECREE

REGULATIONS ON THE ISSUE OF CORPORATE BONDS

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Enterprise Law dated November 26, 2014;

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Pursuant to the Law on Credit Organizations dated June 16, 2010; the Law Amending and Supplementing the Law on Credit Organizations dated November 20, 2017;

At the proposal of the Minister of Finance;

The Government issues this Decree on regulations concerning the issuance of corporate bonds.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree regulates the issuance of corporate bonds individually within the territory of the Socialist Republic of Vietnam and the issuance of corporate bonds to international markets.

2. This Decree does not regulate the public offering of corporate bonds as provided for in the Securities Law and guiding documents.

Article 2. Applicability

1. A corporation issuing corporate bonds is a joint-stock company or a limited liability company established and operating under Vietnamese law.

2. Organizations and individuals related to the issuance of corporate bonds.

Article 3. Application of relevant laws

1. Enterprises operating in securities, banking, and lottery industries, in addition to complying with the provisions of this Decree, must comply with the specialized laws. In case there is a difference between the provisions of specialized laws and those of this Decree, the provisions of specialized laws shall prevail.

2. Enterprises issuing corporate bonds to international markets, in addition to complying with the provisions of this Decree, must also comply with the provisions of Decree No. 219/2013/NĐ-CP dated December 26, 2013 of the Government on the management of foreign borrowing and repayment by enterprises not guaranteed by the State, guiding documents, and any amendments or supplements thereto. In case there is a difference between the provisions of the law on the management of foreign borrowing and repayment by enterprises and those of this Decree, the provisions of the law on the management of foreign borrowing and repayment by enterprises shall prevail.

3. For state-owned enterprises, in addition to complying with the provisions of this Decree, they must also comply with the provisions on capital raising limits, authority to raise capital, and purposes of capital raising as stipulated in the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises in 2014, guiding documents, and any amendments or supplements thereto.Supplement

Article 4. Explanation of terms

In this Decree, the following terms are understood as follows:

1. "Corporate bond" is a security with a term of one year or more issued by a corporation, confirming the corporation's obligation to repay principal, interest, and other obligations (if any) to the holder of the bond.

2. "Individual corporate bond issue" refers to corporate bonds issued to fewer than 100 investors, excluding professional securities investors, and without using mass media or the Internet.

3. "Green corporate bond" is a corporate bond issued for investment in environmental protection projects as prescribed by the Environmental Protection Law.

4. "Convertible bond" is a type of bond issued by a joint-stock company that can be converted into ordinary shares of the issuing corporation according to conditions and terms specified in the bond issuance plan.

5. "Secured bond" is a bond secured by assets of the issuing corporation or third parties for full or partial repayment of principal and interest upon maturity, or guaranteed by financial institutions with the function of providing payment guarantee services.

6. "Bond accompanied by warrant" is a type of bond issued together with warrants, allowing the bondholder to purchase a certain number of ordinary shares according to pre-determined conditions and terms.

7. "Audit organization" is an audit organization approved to audit financial statements of entities with public interests as stipulated by the Independent Audit Law.

8. "Bond depository organization" is the Vietnam Securities Depository or an organization that is a member of the Vietnam Securities Depository providing bond depository services for corporate bonds.

9. "Bond swap" is the simultaneous purchase and sale of two different bond codes of the same corporation at the same time to restructure the debt portfolio.

10. "Early redemption of bonds" is the purchase of issued bonds by the issuer before their maturity date.

11. "Completion date of bond issuance round" is the date when the issuer concludes the collection of funds from investors for the purchase of bonds.

12. "State-owned enterprise" is an enterprise where the State holds 100% of the charter capital as stipulated in Clause 8, Article 4 of the Enterprise Law 2014 and any amendments or supplements thereto.

Article 5. Principles for Issuing and Using Corporate Bonds Capital

1. Enterprises issue corporate bonds on the principle of self-borrowing, self-repayment, and bearing responsibility for the effectiveness of capital use and ensuring debt repayment capacity.

2. Enterprises issue corporate bonds to implement investment programs and projects, to increase operational capital scale, or to restructure their own debts. The purpose of issuance must be clearly stated in the issuance plan and disclosed to investors who have registered to purchase corporate bonds in accordance with this Decree.

3. The use of raised capital from issuing corporate bonds must ensure compliance with the intended purpose as stipulated in the issuance plan and the information disclosed to investors.

4. For green bond issuance, in addition to complying with the provisions of Clause 1, Clause 2, and Clause 3 of this Article, the funds raised from issuing corporate bonds shall be accounted for, managed, and monitored separately, and disbursed for environmental protection projects according to the approved issuance plan by the competent authority.

Article 6. Conditions and Basic Terms of Corporate Bonds

1. Term of corporate bonds: determined by the enterprise issuing based on the enterprise's capital usage needs and market conditions for each issuance round.

2. Issuance volume: determined by the enterprise issuing based on the capital usage needs and market fundraising capacity during each period.

3. Currency for Issuance and Payment of Corporate Bonds

a) For corporate bonds issued in the domestic market, the currency of issuance is the Vietnamese Dong;

b) For corporate bonds issued in the international market, the currency of issuance follows the regulations of the issuing market;

c) The currency used for principal and interest payments of corporate bonds is the same as the currency of issuance.

4. Par Value of Corporate Bonds

a) For corporate bonds issued in the domestic market, the par value is VND 100,000 (one hundred thousand Vietnamese Dongs) or multiples thereof;

b) The par value of corporate bonds issued in the international market follows the regulations of the issuing market.

5. Form of Corporate Bonds

a) Corporate bonds are issued in the form of certificates, book-entry records, or electronic data;

b) The enterprise issuing determines the specific form of corporate bonds for each issuance round in accordance with the regulations of the issuing market.

6. Nominal Interest Rate of Corporate Bonds

a) The nominal interest rate of corporate bonds can be determined according to one of the following methods: fixed interest rate for the entire term of the bond; floating interest rate; or a combination of fixed and floating interest rates;

b) In case the nominal interest rate is a floating interest rate, the enterprise issuing must specify the reference basis for determining the nominal interest rate in the issuance plan and disclose this information to investors purchasing corporate bonds regarding the reference basis used;

c) The enterprise decides the nominal interest rate for each issuance round in accordance with its financial situation and debt repayment capability. The interest rate of corporate bonds issued by credit organizations, in addition to complying with the provisions of this Decree, must also comply with the interest rate regulations of the State Bank of Vietnam.

7. Types of Corporate Bonds

a) Non-convertible bonds: these are secured bonds or unsecured bonds, accompanied by warrant rights or without warrant rights;

b) Convertible bonds: these are secured bonds or unsecured bonds, accompanied by warrant rights or without warrant rights.

8. Corporate Bond Transactions: Corporate bonds are restricted from trading within a scope of less than 100 investors, excluding professional securities investors, for one year from the completion date of the issuance round, except in cases decided by the Court or inheritance as prescribed by law. After the aforementioned period, corporate bonds may be traded without restriction on the number of investors; except in cases where the enterprise issuing has made a different decision.

9. Method of Principal and Interest Payment of Corporate Bonds: Determined by the enterprise issuing based on capital usage needs and market issuance practices, and disclosed to investors before issuing corporate bonds.

Article 7. Repurchasing bonds before maturity, exchanging bonds

1. The issuing enterprise may repurchase bonds before maturity or exchange bonds to reduce debt or restructure debt.

2. In cases where issued bonds may be repurchased before maturity or exchanged for bonds, the issuing enterprise must specify this in the information disclosure document prior to the issuance regarding the early repurchase or bond exchange.

3. At least fifteen working days before organizing the repurchase of bonds before maturity or bond exchange, the issuing enterprise must disclose and publicly announce information about the early repurchase or bond exchange including: the method of organizing the repurchase or exchange; conditions and terms of the repurchase or exchange; the quantity of bonds to be repurchased or exchanged for bondholders according to the approved early bond repurchase plan or bond exchange plan.

4. The organization or individual with the authority to approve or consent to the issuance plan of bonds is the authority that approves or consents to the early bond repurchase plan or bond exchange plan.

Article 8. Bond Purchasers

1. The bond purchasers are organizations and individuals from Vietnam and foreign organizations and individuals.

2. Investors purchasing bonds shall assess the level of risk in investing in bonds, limit transactions in invested bonds, and bear responsibility for their investment decisions.

Article 9. Rights of bondholders

1. To be paid the full principal and interest of the bonds on time by the bond issuing enterprise when due and ensure the implementation of accompanying rights (if any) according to the conditions and terms of the bonds at issuance.

2. To use bonds for transfer, lend, gift, leave, inherit, discount, and use bonds as collateral in civil relations and commercial relations in accordance with the provisions of the law.

Chapter II

ISSUING BONDS IN THE DOMESTIC MARKET

Article 10. Conditions for Issuing Bonds

1. For non-convertible bonds or bonds without attached warrants:

a) The issuing enterprise is a joint-stock company or limited liability company established and operating under Vietnamese law;

b) It has a minimum operational period of one year from the date of the first issuance of the Business Registration Certificate or Business Operation Permit or equivalent permit as provided by law. For enterprises undergoing restructuring or conversion, the operational period is calculated as the operational period of the divided enterprise (in the case of division), the operational period of the separated enterprise (in the case of separation), the longest operational period among the merged enterprises (in the case of merger), the operational period of the enterprise receiving absorption (in the case of absorption), and the operational period before and after conversion (in the case of conversion);

c) Has an audited annual financial report of the preceding year by a qualified auditing organization as stipulated in Clause 7, Article 4 of this Decree;

d) Ensures compliance with the limits on the number of investors when issuing and trading bonds as prescribed in Clause 2, Article 4 and Clause 8, Article 6 of this Decree;

đ) Has a bond issuance plan approved and consented to in accordance with Article 14 of this Decree;

e) Fully pays both principal and interest of previously issued bonds for three consecutive years prior to the issuance of new bonds (if applicable);

g) Meets the financial safety ratios and safety assurance ratios in operations as prescribed by specialized laws.

2. For convertible bonds or bonds with attached warrants:

a) The issuing enterprise is a joint-stock company;

b) Meets the issuance conditions prescribed in points b, c, d, đ, e, g of Clause 1 of this Article;

c) Meets the regulations on the proportion of foreign investor ownership as prescribed by law in the event of converting bonds into shares or exercising warrant rights;

d) Each issuance of convertible bonds must be at least six months apart;

đ) Convertible bonds and warrants issued together cannot be transferred for a minimum of one year from the completion of the issuance round, except in cases of transferring to or between professional securities investors or pursuant to a court decision or inheritance as prescribed by law.

3. Public companies, in addition to meeting the issuance conditions prescribed in Clauses 1 and 2 of this Article, must also meet the conditions for offering private placements of public company securities as prescribed in Article 10a of the Law Amending and Supplementing Certain Provisions of the Securities Law.

Article 11. Conditions for Issuing Bonds in Multiple Tranches

1. An enterprise issuing bonds in multiple tranches must meet the following conditions:

a) The issuance conditions prescribed in Article 10 of this Decree;

b) There is a need to raise capital in multiple tranches consistent with the purpose of bond issuance approved by the competent authority;

c) There is a bond issuance plan specifying the number of tranches; the estimated volume, issuance time, and capital usage plan for each tranche. Ensure that the issuance period for each tranche does not exceed 90 days;

d) Publicize information about the bond issuance tranche in accordance with Clause 2, Article 22 of this Decree.

2. An enterprise issuing bonds that meets the conditions stipulated in Clause 1 of this Article may issue bonds in multiple tranches, but not exceeding a maximum of 12 months from the date of the first issuance of the initial tranche.

Article 12. Bond Issuance Process

1. The issuing enterprise prepares the bond issuance documentation in accordance with Article 13 of this Decree.

2. The issuing enterprise publicizes information before the issuance tranche in accordance with Article 22 of this Decree.

3. The issuing enterprise organizes the bond issuance in accordance with Article 15 of this Decree.

4. The issuing enterprise publicizes information on the results of the bond issuance and reports the issuance results in accordance with Article 23 of this Decree.

5. The issuing enterprise implements the registration of bonds in accordance with Article 16 of this Decree.

6. The issuing enterprise implements the payment of principal and interest on bonds in accordance with Article 17 of this Decree.

7. The issuing enterprise implements the publicizing of information and periodic reporting from the completion of the bond issuance tranche until the maturity of the bonds in accordance with Article 24 of this Decree.

Article 13. Documentation for Bond Issuance

1. The bond issuance documentation prepared by the issuing enterprise includes:

a) The bond issuance plan as prescribed in Clause 1, Article 14 of this Decree;

b) The announcement of information about the bond issuance tranche according to Appendix I issued together with this Decree;

c) Contracts signed between the issuing enterprise and organizations providing services related to the bond issuance tranche (if applicable);

d) The audited financial statements of the preceding year of the issuance year;

đ) The credit rating results of the credit rating organization for the issuing enterprise and the type of issued bonds (if applicable).

2. In addition to the documents specified in Clause 1 of this Article, the documentation for issuing bonds in multiple tranches includes:

a) Project or plan for using capital in multiple tranches;

b) Updates on the financial situation of the issuing enterprise and the use of funds obtained from previous issuance tranches if the subsequent issuance tranche is more than six months apart from the previous issuance tranche.

3. The audited financial statements of the preceding year of the issuance year in the bond issuance documentation specified in Point d, Clause 1 of this Article must be audited by an auditing organization meeting the conditions stipulated in Clause 7, Article 4 of this Decree. The audited financial statement is either a fully accepted report or a qualified opinion report. In the case of a qualified opinion, the enterprise must explain the exception factor and its impact on the enterprise's ability to repay the principal and interest of the bonds.

a) If the enterprise issues bonds within 90 days from the end of the fiscal year without having the audited financial statements of the preceding year of the issuance year, or without having the audited consolidated financial statements of the preceding year of the issuance year, the enterprise uses the semi-annual financial report or the nine-month financial report of the preceding fiscal year, audited by the State Audit Office or an auditing company meeting the conditions stipulated in Clause 7, Article 4 of this Decree. At the latest, within 20 days from the date of the audit result of the annual financial report, the issuing enterprise must publicize information to bondholders;

b) If the enterprise issuing bonds is a parent company, the audited financial statements include the audited consolidated financial statements of the preceding year of the issuance year and the audited financial statements of the parent company of the preceding year of the issuance year.

Article 14. Bond issuance plan and approval authority for the issuance plan:

1. The bond issuer shall prepare the issuance plan to submit to the competent authority for approval or consent in accordance with Clause 2 of this Article and as the basis for information disclosure. The bond issuance plan includes the following main contents:

a) Information about the bond issuer (name of the enterprise, type of enterprise, headquarters, Business Registration Certificate or Business License or equivalent permit as prescribed by law);

b) Purpose of issuing bonds;

c) Documents and legal texts proving that the enterprise meets each condition for issuing bonds stipulated in Articles 10 and 11 of this Decree;

d) Conditions and terms of the proposed issued bonds; location of the issuance period; number of issuance periods and the expected issuance time of each period;

đ) Conditions and terms regarding the conversion of bonds into shares in the case of issuing convertible bonds;

e) Conditions and terms regarding the exercise of rights to purchase shares in the case of issuing bonds accompanied by warrant rights;

g) Conditions and terms regarding the early redemption of bonds, exchange of bonds (if any);

h) Some financial indicators of the enterprise in the three consecutive years prior to the issuance year (if available) and changes after issuance, including:

- Shareholders' equity;

- Debt-to-equity ratio;

- Net profit;

- Return on equity (ROE);

i) Situation of principal and interest repayment of previously issued bonds in the three consecutive years before the bond issuance period (if available);

k) Auditor's opinion on the financial statements;

l) Method of bond issuance;

m) Method of principal and interest payment of bonds;

n) Plan for using funds raised from bond issuance;

o) Plan for arranging sources and method of principal and interest payment of bonds;

p) Commitment to disclose information of the bond issuer;

q) Other commitments to bond holders (if any);

r) Provisions on registration and custody;

s) Provisions on bond trading in accordance with Clause 8, Article 6 of this Decree;

t) Rights and obligations of investors purchasing bonds;

u) Rights and obligations of the bond issuer;

v) Obligations and duties of organizations and individuals providing services related to bond issuance.

2. Approval authority for the bond issuance plan:

a) For joint-stock companies, the competent authority to approve the bond issuance plan shall be carried out according to the Company Charter. In cases where the Company Charter does not provide otherwise, the Board of Directors has the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the nearest meeting in accordance with Clause 4, Article 127 of the Enterprise Law. Specifically, for the plan to issue convertible bonds and the plan to issue bonds accompanied by warrant rights, they must be approved by the General Meeting of Shareholders;

b) For public companies issuing convertible bonds or bonds accompanied by warrant rights, after the bond issuance plan is approved by the competent authority in accordance with point a of this clause, the issuer must register with the State Securities Commission and can only issue bonds when it receives a written opinion from the State Securities Commission;

c) For limited liability companies, the competent authority to approve the bond issuance plan is the Board of Members or the Chairman of the company according to the Company Charter;

d) For state-owned enterprises, in addition to the approval authority stipulated in point c of this clause, the enterprise must also comply with the provisions on capital raising limits and the authority to decide on capital raising of state-owned enterprises as prescribed by the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises, guiding documents, and amended and supplemented documents (if any).

Article 15. Methods of Issuing Corporate Bonds

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

a) Auction issuance of corporate bonds;

b) Guaranteeing the issuance of corporate bonds;

c) Acting as an agent for the issuance of corporate bonds;

d) Selling directly to investors.

2. The enterprise issuing corporate bonds decides on the method of issuance and announces it to the bond purchasers.

3. Consulting organizations for bond issuance documents include securities companies, credit institutions, and other financial institutions permitted to provide consulting services for bond issuance documents according to the provisions of the law. When providing services, the consulting organization must ensure compliance with the conditions and issuance documents for corporate bonds as stipulated in Articles 10, 11, and 13 of this Decree.

4. Organizations conducting auctions, guaranteeing, and acting as agents for the issuance of corporate bonds include securities companies, credit institutions, and financial institutions permitted to provide auction, guarantee, and agency issuance services according to the law. When providing services, these organizations must comply with the number of investors' limits as specified in Clause 2, Article 4 and Clause 8, Article 6 of this Decree.

Article 16. Registration and Custody of Corporate Bonds

1. Within ten working days after the end of the issuance period, corporate bonds must be registered and deposited with a permitted custodian organization to manage the number of investors as stipulated in Clause 8, Article 6 of this Decree. Each type of corporate bond can only be registered with one permitted custodian organization.

2. The custodian organization will confirm ownership of the bonds only when transactions meet the requirements set out in Clause 8, Article 6 of this Decree.

3. The custodian organization has the responsibility to provide information about the registration and custody of corporate bonds to the Stock Exchange according to the provisions of Clause 2, Article 30 of this Decree.

Article 17. Repayment of Principal and Interest on Corporate Bonds

1. The enterprise issuing bonds must arrange sources to repay principal and interest from legitimate funds of the enterprise and pay fully and on time to investors according to the approved issuance plan.

2. For bonds secured by assets, if the issuing enterprise cannot balance the source of repayment for principal and interest, the secured assets will be processed to fulfill the secured obligations of the bonds according to the laws on secured assets.

3. For bonds with payment guarantees, if the issuing enterprise cannot balance the source of repayment for principal and interest, the payment guarantee organization is responsible for fulfilling the payment guarantee obligation for the issuing enterprise according to the payment guarantee agreement between the payment guarantee organization and the issuing enterprise.

Chapter III

ISSUING CORPORATE BONDS TO THE INTERNATIONAL MARKET

Article 18. Conditions for Issuing Corporate Bonds

1. For non-convertible bonds or bonds without attached warrants:

a) The issuing enterprise is a joint-stock company or limited liability company established and operating under Vietnamese law;

b) Meeting the conditions for issuing corporate bonds as prescribed by the issuing market;

c) The issuance plan for corporate bonds to the international market must be approved and consented to according to the provisions of Article 19 of this Decree;

d) Complying with foreign exchange management regulations and the laws on managing foreign borrowing and debt repayment by enterprises;

đ) Meeting the financial safety ratio and operational safety ratio as prescribed by specialized laws;

2. For convertible bonds or bonds accompanied by warrants:

a) The issuing enterprise is a joint-stock company meeting the issuance conditions stipulated in Clause 1 of this Article;

b) Complying with the current legal regulations on the proportion of foreign investor ownership;

c) Issuance periods for convertible bonds must be at least six months apart.

Article 19. Approval and Consent for Issuing Bonds to the International Market

1. For joint-stock companies, the competent authority shall approve the bond issuance plan in accordance with the Company's Articles of Association. In cases where the Company's Articles of Association do not provide otherwise, the Board of Directors has the right to approve the bond issuance plan but must report to the General Meeting of Shareholders at the nearest meeting in accordance with Clause 4 of Article 127 of the Enterprise Law. However, for the issuance plan of convertible bonds and bonds accompanied by warrant rights, such plans must be approved by the General Meeting of Shareholders.

2. For limited liability companies, the competent authority to approve the bond issuance plan is the Board of Members or the Chairman of the company, as stipulated in the Company's Articles of Association.

3. For state-owned enterprises, in addition to the approval authority provided for in Clause 2 of this Article, the bond issuance plan must also be approved by the agency representing the owner according to the laws on foreign capital mobilization of state-owned enterprises.

Article 20. Organization of Bond Issuance

1. Enterprises issuing bonds shall implement information disclosure before issuance and disclose the results of issuance in accordance with Article 27 and Article 28 of this Decree.

2. The procedures and formalities for organizing bond issuance shall be carried out in accordance with the regulations of the issuance market.

Chapter IV

INFORMATION DISCLOSURE MECHANISM AND REPORTING REGIME

Section 1: FOR BOND ISSUANCE IN THE DOMESTIC MARKET

Article 21. Principles of Information Disclosure

1. Enterprises issuing bonds have the responsibility to fully, accurately, and timely disclose information in accordance with this Decree and bear legal responsibility for the content and accuracy of the disclosed information.

2. Information disclosure prior to bond issuance shall not contain promotional, solicitation content, and shall not be disseminated through public media unless it is in accordance with securities law provisions.

3. Publicly traded companies issuing bonds shall disclose information in accordance with this Decree and the regulations on information disclosure in the securities market.

4. Information disclosure regarding corporate bond issuance shall be conducted on the enterprise's electronic information website and through a dedicated section on corporate bonds at the Stock Exchange in accordance with Article 29 of this Decree.Supplement

Article 22. Pre-Issuance Information Disclosure by Enterprises

1. At least 10 working days before the planned issuance date, the enterprise shall disclose pre-issuance information to investors who have registered to purchase bonds and submit the disclosed information content to the Stock Exchange.

a) The content of pre-issuance information disclosure shall follow the Model attached as Appendix I to this Decree;

b) For green bond issuance, in addition to the information disclosure content prescribed in point a of this clause, the issuer must disclose information about the management and disbursement process of funds from green bond issuance in accordance with Clause 4 of Article 5 of this Decree;

c) The issuer shall send the pre-issuance information content to investors who have registered to purchase bonds and the Stock Exchange in either paper or electronic form.

2. For enterprises issuing bonds in multiple tranches:

a) For the first tranche, pre-issuance information disclosure shall be carried out in accordance with the provisions of Clause 1 of this Article;

b) For subsequent tranches, at least 10 working days before each bond issuance, the enterprise shall supplement documents in accordance with Clause 2 of Article 13 of this Decree and send them to investors who have registered to purchase bonds while simultaneously sending to the Stock Exchange.

3. The Stock Exchange shall accept pre-issuance information content in accordance with Clauses 1 and 2 of this Article to compile information on the situation of corporate bond issuance.

Article 23. Disclosure of Information on Bond Issuance Results

1. Within the latest five working days from the end date of the bond issuance period, the enterprise shall disclose information on the issuance results to bondholders and submit the disclosure content to the Stock Exchange in paper form or electronic form according to the Model attached at Appendix II issued together with this Decree.

2. The Stock Exchange shall accept the content of the disclosure of information on bond issuance results as prescribed in Clause 1 of this Article for compilation and publication of information on the dedicated page for corporate bonds.

Article 24. Periodic Disclosure

1. Every six months and annually until the maturity date of the bonds, the issuing enterprise shall send the content of periodic disclosure in paper form or electronic form to the bondholders or the depositary organization for publication to the bondholders; simultaneously, it shall send the content of periodic disclosure to the Stock Exchange.

2. The content of periodic disclosure includes:

a) The semi-annual financial report and annual financial report of the bond-issuing enterprise that have been audited (if available); un-audited financial reports confirmed by the Shareholders' Meeting or the Board of Members or the Company Chairman regarding the figures;

b) The capital utilization report, disbursement progress, project implementation progress, and environmental impact assessment report for green bonds as stipulated in Clause 4, Article 5 of this Decree; wherein, the capital utilization report must include the review opinion of the auditing organization;

c) The situation of principal and interest payments on bonds.

3. The Stock Exchange shall accept the content of periodic disclosure of the bond-issuing enterprise as prescribed in Clauses 1 and 2 of this Article to implement the publication of information on the dedicated page for corporate bonds and compile the situation of corporate bond issuance.

Article 25. Unusual Disclosure by Enterprises

1. Within twenty-four hours from the occurrence of any of the following events, the bond-issuing enterprise must disclose unusual information to the bondholders and submit the disclosure content to the Stock Exchange:

a) Being temporarily suspended in part or entirely from business operations, being suspended from operation, or having the Enterprise Registration Certificate or Business Registration Certificate or equivalent license revoked according to the provisions of the law; when there is a Decision on reorganization or conversion of the enterprise;

b) There is a change in the disclosed information content leading to the enterprise not meeting the issuance conditions or failing to ensure the ability to repay the principal and interest of corporate bonds;

c) There is a change in the capital utilization plan from bond issuance.

2. The Stock Exchange shall accept the content of the disclosure as prescribed in Clause 1 of this Article and immediately publish unusual information through the dedicated page for corporate bonds upon receipt of the disclosure content from the bond-issuing enterprise.

Article 26. Disclosure of Information by Enterprises on Convertible Bonds, Warrant-Attached Bonds, Early Redemption of Bonds, and Bond Swaps

1. Within the latest five working days from the date of completion of the conversion of bonds into shares or the exercise of the right to purchase shares by holders of warrant-attached bonds, the issuing enterprise shall be responsible for sending the disclosure information content to the Stock Exchange. The disclosure information content includes:

a) For convertible bonds

- Total value of issued bonds;

- Bond code being converted, quantity of bonds being converted, total value of bonds being converted; allocation ratio among investors;

- Expected time for registration and trading of convertible bonds and related documents requesting registration and trading (if applicable).

b) For warrant-attached bonds

- Total value of issued bonds;

- Exercise ratio for purchasing shares;

- Quantity of share purchase rights of each investor holding warrant-attached bonds.

2. For early redemption of bonds and bond swaps, within the latest ten days from the date of completion of early redemption of bonds or bond swaps, the issuing enterprise shall be responsible for reporting to the approving authority, simultaneously sending the disclosure information content to the Stock Exchange. The disclosure information content includes:

a) Conditions and terms of early redemption of bonds including: volume of bonds redeemed; redemption price; list of selling investors; list of bondholders after redemption;

b) Conditions and terms of swapped bonds including: price and volume of bonds swapped out; price and volume of bonds swapped in; swap ratio; list of bondholders after swap.

3. The Stock Exchange shall accept the disclosure information content of the issuing enterprise as stipulated in Clause 1 and Clause 2 of this Article to disclose information on the dedicated page about corporate bonds for bond conversion into shares, exercise of share purchase rights for warrant-attached bonds, early redemption of bonds, and bond swaps.

Section 2: FOR ISSUANCE OF BONDS TO THE INTERNATIONAL MARKET

Article 27. Pre-Issuance Disclosure Information

1. At least ten working days before the planned issuance date to the international market, the issuing enterprise shall send pre-issuance disclosure information in paper or electronic form to the Stock Exchange.

2. The pre-issuance disclosure information content includes:

a) Information about the bond issuer (name of the enterprise, type of enterprise, headquarters, Business Registration Certificate or Business License or equivalent permit as prescribed by law);

b) Purpose of issuing bonds;

c) Expected volume of bonds to be issued;

d) Planned issuance date;

đ) Market, location of issuance organization;

e) Conditions and terms of bonds;

g) Confirmation from the State Bank regarding the volume of bonds issued within the national commercial loan limit.

3. The Stock Exchange shall accept the pre-issuance disclosure information content as stipulated in Clause 1 and Clause 2 of this Article to compile the situation of corporate bond issuance to the international market as prescribed in Article 30 of this Decree.

Article 28. Disclosure of Information on Bond Issuance Results

1. Within the latest ten working days from the end of the bond issuance period, the issuing enterprise must submit the content of information disclosure on issuance results in paper form or electronic form to the Stock Exchange.

2. The content of information disclosure on issuance results includes:

a) Information about the bond issuer (name of the enterprise, type of enterprise, headquarters, Business Registration Certificate or Business License or equivalent permit as prescribed by law);

b) The volume of successfully issued bonds;

c) The issuance interest rate;

d) Main conditions and terms of the bonds (volume, face value, currency, term, principal repayment method, interest payment method, issuance date, maturity date of the bonds);

đ) Market, issuance location.

3. The Stock Exchange receives the content of information disclosure on bond issuance results of the issuing enterprise as stipulated in Clause 1 and Clause 2 of this Article for compiling data on the situation of corporate bond issuance to the international market as prescribed in Article 30 of this Decree.

Section 3: SPECIAL PAGE ON INFORMATION ABOUT CORPORATE BONDS AND REPORTING REGIME FOR CORPORATE BOND ISSUANCE

Article 29. Special page on information about corporate bonds at the Stock Exchange

1. The Stock Exchange, assigned by the Ministry of Finance, is responsible for building and operating a special page on information about corporate bonds to compile information on corporate bond issuance and information disclosure as prescribed in Articles 21, 22, 23, 24, 25, 26, 27, and 28 of this Decree.

2. The special page on information about corporate bonds includes the following basic contents:

a) Name of the issuing enterprise, type of enterprise, contact address;

b) Situation of corporate bond issuance in the domestic market, including:

- Bond code (if any);

- Some main conditions and terms of issued bonds (issuance date, volume, face value, maturity date, interest payment form, buyback and exchange clauses if any);

- Conversion of bonds into shares, exercise of rights to purchase shares attached with warrants, early redemption of bonds, bond exchange (if any);

c) Situation of corporate bond issuance in the international market, including:

- Volume of successfully issued bonds;

- Main conditions and terms of issued bonds;

- Issuance market;

d) Financial situation of the issuing enterprise, principal and interest repayment situation of bonds; capital usage situation, disbursement progress, project implementation progress, and environmental impact report for green bonds;

đ) Unusual information disclosure of the issuing enterprise;

e) Bond depository organization (as prescribed in the issuance market).

3. Investors and issuing enterprises of bonds can access the special page on information about corporate bonds to understand information on issuance situations according to the operational rules of the special page on information about corporate bonds issued by the Stock Exchange.

4. The Stock Exchange is responsible for drafting and promulgating the operational rules of the special page on information about corporate bonds; compiling information on corporate bond issuance situations to implement periodic reporting regime to the Ministry of Finance as prescribed in Article 30 of this Decree.

Article 30. Report on Corporate Bond Issuance by the Securities Exchange

1. The Securities Exchange shall implement a semi-annual and annual reporting system regarding the situation of corporate bond issuance, including issuance in the domestic market and issuance in the international market.

2. The contents of the report include:

a) The number of enterprises issuing bonds, detailing the types of enterprises such as public companies, non-public joint-stock companies, limited liability companies; the number of bond issuance tranches, including convertible bond issuance, secured bond issuance, warrant-linked bond issuance, green bond issuance;

b) Main conditions and terms of the proposed bond issuance and the results of the issuance;

c) Average interest rate for each term;

d) Market and location of bond issuance.

e) Report on the registration and custody of corporate bonds, including:

- The number of enterprises registering bonds and the volume of registered and custodied bonds during the period;

- The situation of principal and interest payments for bonds;

- The number of investors holding bonds for each registered bond code.

3. Recipients of the report and reporting format:

a) Depository organizations are responsible for providing information to the Securities Exchange about the situation of bond registration and custody according to Clause 2, Point d of this Article so that the Securities Exchange can compile and report to the Ministry of Finance on the situation of corporate bond issuance according to Articles 1 and 2 of this Article.

b) The form of the report and provision of information under Articles 1 and 2 of this Article shall be in writing or by email as notified by the Ministry of Finance.

Chapter V

RESPONSIBILITIES OF RELATED AUTHORITIES

Article 31. Responsibilities of the Ministry of Finance

1. To take the lead and coordinate with relevant agencies to guide the implementation of the provisions of this Decree.

2. To compile and evaluate the situation of corporate bond issuance according to this Decree to propose the Government to issue or amend mechanisms and policies on corporate bond issuance.

Article 32. Responsibilities of the State Bank of Vietnam

1. To guide credit institutions to carry out bond issuance in accordance with the Law on Credit Institutions and the provisions of this Decree.

2. To guide foreign exchange management matters related to enterprises issuing bonds in the international market.

Article 33. Responsibilities of the State Securities Commission

1. To impose administrative penalties for violations related to corporate bond issuance in accordance with the regulations on administrative penalties in the securities and securities market sector.

2. To provide opinions on the issuance of convertible bonds and warrant-linked bonds by publicly traded issuers in accordance with securities laws.

Article 34. Responsibilities of the Board of Directors, Shareholders' Meeting, Board of Members, and Company Chairman

1. To approve the bond issuance plan in accordance with this Decree and current laws.

2. To supervise the raising and use of funds from bond issuance in accordance with current laws and the company's charter.

3. To bear full responsibility for the decision to raise capital through bond issuance and to supervise the use of funds from bond issuance in accordance with the approved bond issuance plan and to disclose information to investors.

Article 35. Responsibilities of the enterprise issuing corporate bonds

1. Comply with the provisions of this Decree regarding issuance conditions, issuance plan, issuance documents, information disclosure, and reporting system.

2. Allocate, manage, and use funds from bond issuance for the intended purpose in accordance with the provisions of this Decree and the approved corporate bond issuance plan.

3. Fully and timely repay the principal and interest of the bonds when due and ensure the implementation of any accompanying rights (if any) for the bondholders.

4. Be responsible for the accuracy, truthfulness, and completeness of disclosed information and financial reports; implement financial management, reporting, and statistical accounting systems as prescribed by law.

5. Enterprises issuing corporate bonds that fail to comply with the provisions of this Decree shall be subject to administrative penalties for corporate bond issuance as stipulated in Decree No. 108/2013/NĐ-CP dated September 23, 2013, of the Government on administrative penalties for violations in the securities and securities market sector, Decree No. 145/2016/NĐ-CP dated November 1, 2016, of the Government amending and supplementing certain articles of Decree No. 108/2013/NĐ-CP dated September 23, 2013, of the Government on administrative penalties for violations in the securities and securities market sector, guiding documents, and any amendments and supplements (if any).

Article 36. Responsibilities of organizations providing issuance advisory services, bidding, agency, and issuance guarantee

1. Provide issuance advisory services, organize bidding, agency, and issuance guarantee for enterprises issuing corporate bonds in accordance with signed service contracts.

2. Comply with the provisions on the number of investors as stipulated in Clause 2, Article 4 and Clause 8, Article 6 of this Decree; comply with the issuance conditions and issuance documents as stipulated in Articles 10, 11, and 13 of this Decree.

3. Implement information and reporting systems as prescribed in this Decree.

Article 37. Responsibilities of the organization holding corporate bonds in custody

1. Hold corporate bonds in custody, provide information, and manage the number of investors owning corporate bonds in accordance with Article 16 of this Decree.

2. Regularly provide information about the status of corporate bond custody and ownership of corporate bonds by investors to the Stock Exchange in accordance with Clause 2, Article 30 of this Decree.

Article 38. Responsibilities of the Stock Exchange

1. Establish and operate a dedicated website for corporate bond information in accordance with this Decree.

2. Issue regulations on operating the dedicated website for corporate bond information after obtaining the opinion of the Ministry of Finance.

3. Compile information on the issuance of corporate bonds in accordance with this Decree.

4. Implement information disclosure and reporting systems on individual corporate bond issuance in accordance with this Decree.

Chapter VI

IMPLEMENTING PROVISIONS

Article 39. Effective date

1. This Decree takes effect from February 1, 2019.

2. This Decree replaces Decree No. 90/2011/NĐ-CP dated October 14, 2011, of the Government on the issuance of corporate bonds.

Article 40. Transitional Provisions

1. For corporate bonds issued before the effective date of this Decree, continue to implement according to the conditions and terms of the approved and disclosed corporate bond issuance plan.

2. From the effective date of this Decree, enterprises issuing corporate bonds in accordance with Decree No. 90/2011/NĐ-CP dated October 14, 2011, of the Government on the issuance of corporate bonds must disclose information and submit the disclosed information content to the Stock Exchange in accordance with Articles 24, 25, and 26 of this Decree. Implement corporate bond custody in accordance with Article 16 of this Decree.

Article 41. Responsibility for Implementation

Ministers, Deputy Ministers of equivalent agencies, Heads of government agencies, Chairmen of provincial People's Committees under central cities; Boards of Directors, Members of the Board of Members, Chairmen of companies, General Directors, Directors of enterprises issuing corporate bonds are responsible for implementing this Decree./.

Place of Receipt: - Central Party Committee Secretariat; - Prime Minister, Deputy Prime Ministers; - Ministries, ministerial-level agencies, agencies under the Government; - People's Councils, People's Committees of provinces and centrally-administered cities; - Central Party Office and Party Committees; - General Secretary's Office; - President's Office; - National Assembly Ethnic Committee and relevant Committees; - National Assembly's Office; - Supreme People's Court; - Supreme People's Procuracy; - State Audit Office; - National Financial Supervisory Commission; - Social Policy Bank; - Vietnam Development Bank; - Central Committee of the Vietnam Fatherland Front; - Central agencies of mass organizations; - VPCP: BTCN, all PCN, Assistant PM, Director General of the Government Portal, various Departments, Bureaus, subordinate units, Official Gazette; - To be filed: VT, KTTH (2). XH

PRIME MINISTER PRIME MINISTER Nguyen Xuan Phuc

ANNEX I

DISCLOSURE OF INFORMATION PRIOR TO CORPORATE BOND ISSUANCE

(Attached to Decree No. 163/2018/NĐ-CP dated December 4, 2018, of the Government)

DISCLOSURE OF INFORMATION ON INDIVIDUAL CORPORATE BOND ISSUANCE

ENTERPRISE: …

(Business Registration Certificate, Business Registration Certificate, or License with equivalent value number...issued by...on...day...month...year...)

INFORMATION ON INDIVIDUAL CORPORATE BOND ISSUANCE

ENTERPRISE: …

(Business Registration Certificate, Business Registration Certificate, or License with equivalent value number...issued by...on...day...month...year...)

Part 1

SUMMARY OF INFORMATION ON CORPORATE BOND ISSUANCE

1. Name of issuing enterprise: …

2. Type of enterprise (public company, non-public joint-stock company, limited liability company, securities company, credit organization…)

3. Total number of bonds issued: …

4. Total issuance value: …

5. Purpose of issuance: …

6. Conditions and terms of the bonds as stipulated in Article 6 of Decree No.... /2018/NĐ-CP dated.....month.....year 2018 on the issuance of corporate bonds.

a) Bond term: …

b) Face value: …

c) Type of bond (non-convertible bond, convertible bond, secured bond, bond accompanied by warrant): …

d) Form of bond: …

đ) Expected nominal interest rate: (in case of floating interest rate, specify the method of determining the interest rate).

7. Repurchase/Exchange: (if any) …

8. Anticipated issuance date: …

9. Bond transactions:

a) Within one year from the completion of the corporate bond issuance, only transactions within the scope of less than 100 investors, excluding professional securities investors.

b) The enterprise chooses whether to conduct bond transactions after one year from the completion of the issuance or (i) limit within the scope of less than 100 investors excluding professional investors or (ii) more than 100 investors excluding professional investors and clearly state this in this section so that investors are informed.

10. Other information (if any):

- ADVISORY ORGANIZATION:

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number).

- GUARANTOR ORGANIZATION (if applicable):

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number)

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number)

- JOINT GUARANTOR ORGANIZATION (if applicable):

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number)

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number)

- REPRESENTATIVE OF THE SHAREHOLDER OF THE BONDS (if applicable):

• COMPANY: ...(specify clearly the main office address, phone number, transaction fax number)

- OTHER ORGANIZATIONS PARTICIPATING IN THE TRANSACTION (if applicable):

Part 2

INFORMATION ON THE ISSUE OF BONDS

I. PERSONS PRIMARILY RESPONSIBLE FOR DISCLOSING INFORMATION ABOUT THE ISSUE OF BONDS

1. Issuing enterprise:

2. Mr./Ms.: ...Position: Chairman of the Board of Directors/Board of Members/Chairman of the Company

3. Mr./Ms.: ...Position: Director (General Director)

4. Mr./Ms.: ...Position: Chief Accountant (Financial Director)

5. Mr./Ms.: ...Position: Head of Supervisory Board

We hereby commit that the information and figures in this Disclosure Statement are accurate and consistent with reality or have been reasonably investigated and collected.

II. INFORMATION ON THE ISSUING ENTERPRISE

1. Summary of formation and development process: specify the name of the enterprise, the period of operation since the date of issuance of the first Business Registration Certificate or Business Registration Certificate or equivalent license according to the law. In cases of merger/consolidation/reorganization, specify the name of the enterprise, Business Registration Certificate or Business Registration Certificate or equivalent license according to the law, business activities before consolidation/merger/reorganization.

2. Organizational structure of the enterprise:

- Specify about organization and machinery:

- Position of the enterprise (Independent enterprise or enterprise operating under the parent company - subsidiary model);

+ In case of operating under the parent company - subsidiary model: list of parent companies and subsidiaries of the issuing enterprise, companies in which the issuing enterprise holds control rights or controlling shares, companies holding control rights or controlling shares over the issuing enterprise;

+ Board of Directors/Board of Members/Chairman of the Company, Management Board, Supervisory Board, Chief Accountant: (name, date of birth, ID card number, curriculum vitae).

3. Summary of main business activities and key projects currently being implemented by the issuing enterprise.

4. Profit distribution policy or dividend policy (specify the profit distribution ratio or dividend ratio in the two most recent years and related policies on profit distribution or dividend payment): Applies only to cases of issuing convertible bonds or accompanied by warrants.

5. Financial situation

- Basic financial indicators of the enterprise for the three consecutive years prior to the year of issuance according to point h Clause 1 Article 14 of Decree No. .../2018/ND-CP dated ... month ... year 2018 of the Government on corporate bond issuance

Index	Year ...	Year...	Year...
- Shareholders' equity - Debt-to-equity ratio - Net profit after tax - Return on Equity (ROE) - Capital adequacy ratio according to the law

- Situation of paying due debts (including corporate bond debts due within the three years immediately preceding the bond issuance);

- Situation of state budget payments.

III. INFORMATION ON THE ISSUE OF BONDS

1. Legal basis for the issue: (Decree No. .../2018/ND-CP dated ... month ... year 2018 of the Government on corporate bond issuance).

2. Compliance with conditions for issuing corporate bonds by the enterprise: (According to Article 10, Article 11 of Decree No. .../2018/ND-CP dated ... month ... year 2018 of the Government on corporate bond issuance)

• For non-convertible bond issuance without attached warrants:

- Duration of enterprise operation: year...

- -Results of production and business operations in the year immediately preceding the issuance year: (based on audited financial statements);

- Number of investors registered to purchase bonds in the issuance round:

- Bond issuance plan approved at: document No.... dated...; approving authority...

- Situation of paying due corporate bond debts in the three consecutive years immediately preceding the bond issuance: yes/no;

- Compliance with safe operation ratios prescribed by law (for securities companies, credit organizations);

- Consulting contract signed with the securities company (Contract No... dated...).

• For convertible bonds or attached warrants:

- Duration of enterprise operation from the date of issuance of the first Business Registration Certificate or Business Registration Certificate or equivalent license according to the law.

- Results of production and business operations in the year immediately preceding the issuance year: (based on audited financial statements);

- Number of investors registered to purchase bonds in the issuance round:

- Bond issuance plan approved at: document No.... dated...; approving authority...

- Situation of paying due corporate bond debts in the three consecutive years immediately preceding the bond issuance: yes/no;

- Compliance with financial safety ratios, operational safety guarantee ratios (for securities companies, credit organizations): yes/no;

- Consulting contract signed with the securities company (if any) (Contract No... dated...);

• For convertible bonds and attached warrants:

- Foreign investor ownership ratio expected after conversion/exercise of warrant: compliance/non-compliance with legal provisions;

- Corporate bond issuance rounds within the last six months: yes/no.

3. Purpose of the bond issuance round.

4. Total value of bonds expected to be issued.

5. Conditions and terms of the bonds (according to Article 6 of Decree No.../2018/ND-CP on corporate bond issuance): ...

- Bond term: ...

- Face value: ...

- Type of bond: ...

- Form of bond: ...

- Expected nominal interest rate: (in case of floating interest rate, specify the method of determining the interest rate).

6. Expected issuance date: ...(specify the specific date)

7. Issuance method: ...

8. Organizations participating in the issuance round: (issuance advisory organizations, representative of bondholders, asset management agency,...)

9. Rights of bondholders.

10. Method of exercising rights (in case of convertible bond issuance, bond issuance with attached warrants).

- Rights attached to the bonds;

- Conditions and time for exercising rights;

- Conversion ratio and method for calculating purchase price and/or conversion;

- Method for calculating and compensating losses in case the right cannot be exercised;

- Other terms related to the rights of the warrant holder;

11. Guarantee Commitment (in case of issuance of secured bonds)

- Form of guarantee (partial or full payment guarantee by assets or financial institution's payment guarantee);

- Secured assets (detailed list of assets, asset value, valuation organization name, calculation method, insurance contract if applicable...);

12. Early redemption of bonds, bond exchange (specify early redemption or exchange plan);

13. Issuer's commitment (if any);

14. Investors purchasing bonds shall assess the risk level of investing in bonds, limit trading of invested bonds, and bear responsibility for their investment decisions;

15. Other terms and conditions (if any);

IV. PLAN FOR USE OF FUNDS FROM ISSUE AND PLAN FOR PRINCIPAL AND INTEREST PAYMENTS TO INVESTORS

1. Plan for using funds from bond issuance: (specify the disbursement time of the issued bond capital);

2. Method and plan for principal and interest payments to investors;

V. RELATED PARTIES

Name, headquarters address, and brief introduction of related parties involved in the issuance: issuing guarantor organization or distribution agent, bondholder representative, advisory organization, registration organization, custody organization, etc.;

VI. POTENTIAL RISKS ASSOCIATED WITH BOND ISSUANCE

The issuer lists potential risks that may affect the issuer and the bond issuance, including legal risks, operational risks, financial risks, and other risks;

ANNEX

1. Appendix I: Valid copy of Business Registration Certificate or Business License or equivalent permit;

2. Appendix II: Valid copy of Company Charter;

3. Appendix III: Financial reports, audited financial reports;

4. Appendix IV: Valuation certificate of secured assets (if any);

5. Appendix VI: Report on legal disputes (if any);

6. Other appendices; (if applicable).

ANNEX II

ANNOUNCEMENT OF INFORMATION ON BOND ISSUE RESULTS

(Attached to Decree No. 163/2018/NĐ-CP dated December 4, 2018, of the Government)

ANNOUNCEMENT OF INFORMATION ON INDIVIDUAL BOND ISSUE RESULTS

ENTERPRISE: …

(Business Registration Certificate, Business Registration Certificate, or License with equivalent value number...issued by...on...day...month...year...)

INFORMATION ON INDIVIDUAL BOND ISSUE RESULTS

I. INFORMATION ON BOND ISSUE RESULTS

1. Information about the issuer

- Name of enterprise;

- Headquarters address;

- Type of business entity;

2. Bond terms and conditions:

- Total value of issued bonds;

- Term;

- Face value;

- Type of bond;

- Form of bond;

- Nominal interest rate and interest payment period;

- Actual issue interest rate;

3. Total number of bonds actually issued;

4. Issue method and issue time;

5. Principal and interest repayment method for bonds;

6. Organizations participating in the issuance (for example, advisory organizations, issuing guarantors, bondholder representatives, collateral management agents, if any...);

7. Investor rights for bondholders;

8. Exercise method for rights (in case of convertible bond issuance or bond issuance with attached warrants);

- Rights attached to the bond;

- Conditions and time for exercising rights;

- Conversion ratio and method for calculating purchase price and/or conversion;

- Method for calculating and compensation for losses in case the right cannot be exercised;

- Other terms related to the rights of the warrant holder;

9. Guarantee commitment (in case of issuance of secured bonds);

- Form of guarantee (partial or full payment guarantee by assets or financial institution's payment guarantee);

- Secured assets (detailed list of assets, asset value, valuation organization name, calculation method, insurance contract if applicable...);

- …..

10. Early redemption of bonds, bond exchange;

II. LIST OF BOND HOLDERS

Serial number	Bond investor;	Value held (billion VND);	Proportion (%);
I	Domestic investor;
1	Institutional investor;
	Enterprise A
	Enterprise B
	…
2	Individual investor;
	Individual A;
	Individual B;
	…
II	Foreign investor
1	Institutional investor;
	Enterprise A
	Enterprise B
	…
2	Individual investor;
	Individual A;
	Individual B;
	…
	Total		100%

III. RELATED PARTIES INVOLVED IN THE ISSUE

Name, headquarters address, and brief introduction of related parties involved in the issuance: advisory organization, issuing guarantor or distribution agent, bondholder representative, custody organization, etc.;

[SIGNATURE AND SEAL OF THE ISSUER]