Consolidated Document No. 36/VBHN-BTC Decree detailing and guiding the implementation of certain provisions of the Securities Law and the Law amending and supplementing certain provisions of the Securities Law.

DECREE[1]

Provisions on the issuance of corporate bonds
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Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, of the Government regarding the issuance of corporate bonds, which took effect from February 1, 2019, was amended and supplemented by:

Government Decree No. 81/2020/NĐ-CP dated July 9, 2020, of the Government to amend and supplement certain provisions of Decree No. 163/2018/NĐ-CP dated December 4, 2018, on the issuance of corporate bonds, which took effect from September 1, 2020.

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

At the proposal of the Minister of Finance;

The Government promulgates this Decree on the issuance of corporate bonds.[2]

Chapter I. GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree stipulates 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 issuance 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 also comply with the specialized laws. In case there is a discrepancy 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 Government, guiding documents, and any amendments or supplements thereto. In case there is a discrepancy 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, capital-raising authority, and purposes of capital raising as stipulated in the Law on Management and Use of State Capital for Investment in Production and Business Activities at Enterprises in 2014, guiding documents, and any amendments or supplements thereto.

4.[3] Violations of the individual issuance of corporate bonds by organizations and individuals shall be subject to administrative penalties according to the regulations on administrative penalties in the securities and securities market sectors and relevant laws.

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 obligation to repay principal, interest, and other obligations (if any) of the corporation to the holder of the bond.

2. "Individual corporate bond" is a corporate bond 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 to invest 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 under conditions and terms specified in the bond issuance plan.

5. "Secured bond" is a bond secured for full or partial repayment of principal and interest upon maturity by assets of the issuing corporation or third parties; or guaranteed for payment by financial or credit institutions authorized to provide 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 under pre-determined conditions and terms.

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

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

9. "Bond swap" is the simultaneous purchase and sale of two different bond issues 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 Bond Capital

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

2. Enterprises issue 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 bond issuance plan and disclosed to investors who have registered to purchase bonds in accordance with this Decree.

3. The use of raised capital from bond issuance 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 source of funds from bond issuance shall be accounted for, managed, and monitored separately, and disbursed for environmental protection projects according to the approved issuance plan by competent authorities.

Article 6. Conditions and Basic Terms of Bonds

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

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

3. Currency for Issuance and Payment of Bonds

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

b) For 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 is the same as the currency of issuance.

4. Par Value of Bonds

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

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

5. Form of Bonds

a) Bonds may be issued in the form of certificates, book-entry entries, or electronic data;

b) The enterprise issuing the bonds decides the specific form of the bonds for each issuance round according to the regulations of the issuing market.

6. Nominal Interest Rate of Bonds

a) The nominal interest rate of 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 the case of a floating nominal interest rate, the enterprise issuing the bonds must specify the reference basis for determining the nominal interest rate in the issuance plan and disclose this reference basis to bond purchasers;

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

7. Types of Bonds

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

b) Convertible Bonds: these are secured bonds or unsecured bonds, bonds accompanied by warrants or bonds without warrants.

8.[4] Bond Trading: Corporate bonds issued in the domestic market are restricted to trading within a scope of less than 100 non-professional securities investors for one year from the completion date of the issuance round, except in cases decided by the Court or inheritance as provided by law. After this period, corporate bonds may be traded without restriction on the number of investors, unless the issuing enterprise decides otherwise. Corporate bonds issued in the international market follow the trading regulations of the issuing market.

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

Article 7. Repurchasing Bonds Early and Exchanging Bonds

1. The issuer enterprise may repurchase bonds early or exchange bonds to reduce debt or restructure debt.

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

3. At least 15 working days before organizing the early repurchase or bond exchange, the issuer enterprise must publicly disclose information about the early repurchase or bond exchange including: the method of organization for 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 early repurchase plan or bond exchange plan approved by the competent authority.

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 repurchase plan or bond exchange plan.

Article 8. Bond Purchasers

1. Bond purchasers are Vietnamese organizations and individuals and foreign organizations and individuals.

2. Investors purchasing bonds shall assess the level of risk in investing in bonds, limit transactions in the bonds they invest in, 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 when due by the bond-issuing enterprise, and to ensure the implementation of accompanying rights (if any) according to the conditions and terms of the bonds at issuance.

2. To transfer, lend, give, leave, inherit, discount bonds, and use bonds as collateral in civil and commercial relations according to the provisions of the law.

Chapter II. ISSUING BONDS IN THE DOMESTIC MARKET

Article 10. Conditions for Issuing Bonds

1.[5] 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) Having a minimum operating period of one year from the date of first obtaining the Business Registration Certificate or Business Operation Registration Certificate or equivalent license according to the law. For enterprises undergoing restructuring or conversion, the operating period is calculated as the operating period of the divided enterprise (in the case of division), the operating period of the separated enterprise (in the case of separation), the longest operating period among the merged enterprises (in the case of merger), the operating period of the enterprise receiving absorption (in the case of absorption), or the operating period of the enterprise before and after conversion (in the case of company conversion).

c) Has an audited annual financial report of the preceding year of issuance conducted by an auditing organization meeting the conditions stipulated in Clause 7, Article 4 of this Decree.

d) Signing a consulting contract with a consulting organization regarding the bond issuance documentation as stipulated in Clause 3, Article 15 of this Decree, except in cases where the issuing enterprise is an organization permitted to provide bond issuance documentation consulting services according to the law.

đ) Ensures compliance with the limit on the number of investors when issuing and trading bonds as stipulated in Clause 2, Article 4 and Clause 8, Article 6 of this Decree.

e) Has a bond issuance plan approved and agreed upon by the competent authority as stipulated in Article 14 of this Decree.

g) Pays the full principal and interest of previously issued bonds for three consecutive years prior to the issuance of new bonds (if applicable).

h) Meets the financial safety ratios and operational safety guarantees as prescribed by specialized laws.

i) Ensuring that the outstanding corporate bond debt at the time of issuance (including the expected issuance volume) does not exceed five times the latest quarter's equity capital report at the time of issuance approved by the competent authority.

k) Each issuance must be completed within 90 days from the date of pre-issuance information disclosure; subsequent issuances must be at least six months apart, and bonds issued in one issuance must have the same conditions and terms.

l) Credit institutions issuing bonds are not required to comply with the provisions of points i and k of this clause.

2. For convertible bond issuance or bond issuance with attached warrants:

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

b)[6] Meeting the issuance conditions stipulated in points b, c, d, đ, e, g, h, i, k, l of Clause 1 of this Article;

c) Complying with the legal provisions on the proportion of foreign investor ownership in the event of converting bonds into shares or exercising warrant purchase rights;

d) Convertible bond issuances must be at least six months apart;

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

3. Publicly traded companies issuing bonds, in addition to meeting the issuance conditions stipulated in Clauses 1 and 2 of this Article, must also meet the conditions for privately placing securities of publicly traded companies as stipulated 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. Enterprises 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 in accordance with the bond issuance purpose 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 according to the provisions of Clause 2, Article 22 of this Decree.

2. Enterprises issuing bonds that meet the conditions stipulated in Clause 1 of this Article may issue bonds in multiple tranches, but the maximum duration shall not exceed 12 months from the date of the first issuance of the initial tranche.

Article 12. Bond Issuance Process

1. Enterprises issuing prepare the bond issuance documents as prescribed in Article 13 of this Decree.

2. Enterprises issuing publicize information before the issuance period according to the provisions of Article 22 of this Decree.

3. Enterprises issuing organize the bond issuance as prescribed in Article 15 of this Decree.

4. Enterprises issuing publicize information on the results of the bond issuance and report the issuance results according to the provisions of Article 23 of this Decree.

5. Enterprises issuing implement securities registration for bonds as prescribed in Article 16 of this Decree.

6. Enterprises issuing implement principal and interest payments on bonds as prescribed in Article 17 of this Decree.

7. Enterprises issuing implement information disclosure and periodic reporting from the completion of the bond issuance period until the maturity of the bonds according to the provisions of Article 24 of this Decree.

Article 13. Bond Issuance Documents

1.[7] The bond issuance documents of enterprises include:

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

b) The announcement of information about the bond issuance period according to Appendix 1 attached to this Decree;

c) Contracts signed between the issuing enterprise and organizations providing related services for the bond issuance period;

d) An audited annual financial report of the preceding year of issuance;

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

e) A bond purchase contract including the investor's commitment to having fully accessed the pre-issuance information disclosure and understanding the risks associated with purchasing bonds.

2. In addition to the documents specified in Clause 1 of this Article, the bond issuance documents for multiple tranches include:

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 from previous issuance tranches if the subsequent issuance tranche is more than six months apart from the previous issuance tranche.

3.[8] The annual financial report of the year preceding the issuance year included in the bond issuance documents as 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 audit opinion on the financial report must be an unqualified opinion; in case of a qualified opinion, the exception must not affect the issuance conditions; the issuing enterprise must provide reasonable documentation and have confirmation from the auditing organization regarding the impact of the exception.

a) In cases where the enterprise issues bonds within 90 days from the end of the fiscal year without an audited financial report of the preceding year of issuance, or without an audited consolidated financial report of the preceding year of issuance, the enterprise uses a semi-annual financial report or a nine-month financial report of the preceding fiscal year reviewed or audited by the State Audit Organization or an auditing organization meeting the conditions stipulated in Clause 7, Article 4 of this Decree. At the latest, within 20 days from the date of the financial report audit results, the issuing enterprise must disclose information to bondholders.

b) In cases where the enterprise issuing bonds is a parent company, the audited financial reports include the audited consolidated financial report of the preceding year of issuance and the audited financial report of the parent company of the preceding year of issuance.

Article 14. Bond issuance plan and authority to approve the issuance plan:

1. The bond issuer shall prepare the issuance plan for submission 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 under the provisions of the law);

b)[9] Purpose of issuing bonds, including specific information on investment programs and projects; production and business activities requiring additional capital; debt restructuring (name of the debt, value, term of the debt) funded from bond issuance. For credit organizations, specify the purpose of issuing bonds to increase Tier 2 capital and/or use for lending, investment, or other purposes;

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, bond exchange (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 after tax;

- 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 bondholders (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 responsibilities of organizations and individuals providing services related to bond issuance.

2. Authority to approve and consent to 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, it 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 they have received 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 regulations on capital raising limits and the decision-making authority for capital raising of state-owned enterprises as prescribed by the Law on Management and Use of State Capital for Investment and Business at Enterprises, guiding documents, and amended and supplemented documents (if any).

Article 15. Methods of Issuing Corporate Bonds

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

a) Auction issuance of corporate bonds;

b) Guarantee issuance of corporate bonds;

c) Agency issuance of corporate bonds;

d) Direct sale to investors.

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

3.[10] Consulting organizations for bond issuance documentation include securities companies, credit institutions, and other financial institutions permitted to provide consulting services for bond issuance documentation according to the law. When providing such services, the consulting organization must ensure that the issuer complies with the conditions and documentation requirements for bond issuance stipulated in Articles 10, 11, and 13 of this Decree and securities laws.

4. Organizations conducting auctions, guarantees, and agency issuances 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 these services, they must comply with the number of investors limit as prescribed 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 status of the bonds to the Stock Exchange according to the provisions of Clause 2, Article 30 of this Decree.

Article 17. Principal and Interest Payment of Corporate Bonds

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

2. For bonds secured by assets, if the issuing corporation cannot balance the sources for repaying the principal and interest, the secured assets will be processed to fulfill the secured obligations of the bonds according to the law on secured assets.

3. For bonds with payment guarantees, if the issuing corporation cannot balance the sources for repaying the principal and interest, the guarantor organization must fulfill the payment guarantee obligation for the issuing corporation according to the guarantee agreement between the guarantor organization and the issuing corporation.

Chapter III. ISSUANCE OF CORPORATE BONDS ON THE INTERNATIONAL MARKET

Article 18. Conditions for Issuing Corporate Bonds

1. For non-convertible bonds or bonds not accompanied by warrants:

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

b) Complying with the conditions for issuing bonds as prescribed by the issuing market;

c) The issuance plan for corporate bonds on 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 regulations on external borrowing and 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 corporation is a joint-stock company meeting the issuance conditions stipulated in Clause 1 of this Article;

b) Complying with the foreign investor ownership ratio as prescribed by current laws;

c) Issuance tranches of 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 according to the Company's Charter. In cases where the Company's 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. 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 approval authority for the bond issuance plan is the Board of Members or the Chairman of the company according to the Company's Charter.

3. For state-owned enterprises, in addition to the approval authority stipulated 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 Articles 27 and 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. Joint-stock 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 issuer's electronic information website and through a dedicated section on corporate bonds at the Stock Exchange in accordance with Article 29 of this Decree.

5.[11] The Ministry of Finance shall provide detailed guidance on the information disclosure regime for bond issuers.

Article 22. Pre-Issuance Information Disclosure by Enterprises

1.[12] At least three working days before the planned issuance date, the enterprise issuing bonds 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 follows the Model attached Respectfully submitted to: The State Bank of Vietnam Branch in the Region ... to this Decree;

b) Specifically, for green bond issuance, in addition to the information disclosure content stipulated 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, Article 5 of this Decree;

c) The issuing enterprise sends the pre-issuance disclosure content to investors who have registered to purchase bonds and the Stock Exchange in either paper form or electronic form.

2.[13] For enterprises issuing bonds in multiple issuance rounds:

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

b) For subsequent issuance rounds, at least three working days before the bond issuance, the enterprise must supplement the documents required under Clause 2, Article 13 of this Decree to send to investors who have registered to purchase bonds while simultaneously submitting to the Stock Exchange.

3. The Stock Exchange shall accept pre-issuance information disclosure 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 to this Decree. Seal Registration Certificate issued together with this Decree.

2. The Stock Exchange shall accept the disclosure content on bond issuance results as stipulated in Clause 1 of this Article for compilation and publication 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 periodic disclosure content in paper form or electronic form to bondholders or depositary organizations for publication to bondholders; simultaneously, it shall send the periodic disclosure content to the Stock Exchange.

2. The periodic disclosure content includes:

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

b)[14] For green bond issuance, in addition to the provisions in point a of this clause, there must be a report on the use of funds from bond issuance with the review opinion of an auditing organization and an environmental impact assessment report;

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

3. The Stock Exchange shall accept the periodic disclosure content of the bond-issuing enterprise as stipulated in Clause 1 and Clause 2 of this Article to publish information on the dedicated page for corporate bonds and compile information on corporate bond issuance situations.

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 make unusual disclosures to bondholders and submit the disclosure content to the Stock Exchange:

a) Being temporarily suspended from part or all business operations, being suspended from operation, or having the Business Registration Certificate or Business License revoked or a permit of equivalent value withdrawn as prescribed by law; when there is a Decision on restructuring or converting the enterprise;

b) Changes in information content compared to previously disclosed information leading to the enterprise not meeting issuance conditions or failing to ensure the ability to repay principal and interest on corporate bonds;

c) Changes in the plan for using funds from bond issuance.

2. The Stock Exchange shall accept the disclosure content as stipulated 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 by Enterprises on Convertible Bonds, Bonds with Warrants, Early Redemption of Bonds, and Bond Swaps

1. Within the latest five working days from the completion date of converting bonds into shares or exercising the right to purchase shares by holders of bonds with warrants, the issuing enterprise shall have the responsibility to submit disclosure content to the Stock Exchange. The disclosure content includes:

a) For convertible bonds

- Total value of issued bonds;

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

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

b) For bonds with warrants

- Total value of issued bonds;

- Exercise ratio for purchasing shares;

- Number of share purchase rights of each holder of bonds with warrants.

2. For early redemption of bonds and bond swaps, within the latest ten days from the completion date of early redemption or swap of bonds, the issuing enterprise shall have the responsibility to report to the approving authority on the issuance plan and simultaneously submit disclosure content to the Stock Exchange. The disclosure content includes:

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

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

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

Section 2: REGARDING THE ISSUE OF BONDS TO THE INTERNATIONAL MARKET

Article 27. Disclosure of Information Prior to Bond Issuance

1. At least 10 working days before the date of organizing the issuance to the international market, the issuing enterprise shall submit the content of the pre-issuance information disclosure in either paper or electronic form to the Stock Exchange.

2. The content of the pre-issuance information disclosure includes:

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

b) Purpose of bond issuance;

c) Expected volume of bonds to be issued;

d) Anticipated issuance date;

đ) Market and location for organizing the issuance;

e) Conditions and terms of the bonds;

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

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

Article 28. Disclosure of Information on the Results of Bond Issuance

1. Within the latest 10 working days from the end date of the bond issuance, the issuing enterprise must submit the content of the post-issuance results information disclosure in either paper or electronic form to the Stock Exchange.

2. The content of the post-issuance results information disclosure includes:

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

b) Volume of successfully issued bonds;

c) Issuance interest rate;

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

đ) Market and location of issuance.

3. The Stock Exchange shall accept the content of the post-issuance results information disclosure of the issuing enterprise as stipulated in Clause 1 and Clause 2 of this Article to compile data on the issuance of corporate bonds to the international market as prescribed in Article 30 of this Decree.

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

Article 29. Special Page for Corporate Bond Information at the Stock Exchange

1.[15] The Stock Exchange, pursuant to the assignment of the Ministry of Finance, shall be responsible for compiling information on corporate bonds, establishing and operating a special page for corporate bond information to disclose information as prescribed in Articles 21, 22, 23, 24, 25, 26, 27, and 28 of this Decree and the guidance of the Ministry of Finance.

2. The special page for corporate bond information shall include 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 applicable);

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

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

c) Situation of corporate bond issuance to 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 payment 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 may access the special page for corporate bond information to understand information on issuance situations according to the operational rules of the special page for corporate bond information issued by the Stock Exchange.

4. The Stock Exchange shall be responsible for establishing and promulgating the operational rules of the special page for corporate bond information; compiling information on the issuance situation of corporate bonds to implement periodic reporting requirements to the Ministry of Finance as prescribed in Article 30 of this Decree.

Article 30. Reports of the Securities Exchange, depositary organizations, and issuance advisory organizations on the situation of corporate bond issuance[16]

1. The Securities Exchange shall implement a regular reporting system monthly, quarterly, and annually regarding the situation of corporate bond issuance and trading, including domestic market issuance and international market issuance, in accordance with the guidelines of the Ministry of Finance. The contents of the Securities Exchange's report include:

a) The number of enterprises issuing bonds, detailed by type of enterprise, including public companies, non-publicly traded joint-stock companies, limited liability companies; the number of bond issuance tranches (including convertible bond issuance, secured bond issuance, bond issuance accompanied by warrant rights, green bond issuance);

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

c) Average issuance interest rate for each term;

d) Market, location of issuance organization;

đ) Report on the situation of registration, deposit, and trading of corporate bonds, including:

- The number of enterprises registering and depositing bonds and the volume of bonds registered and deposited during the period; the volume of bonds traded during the period.

- The situation of principal and interest repayment of bonds;

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

2. Depositary organizations are responsible for providing information to the Securities Exchange within one working day after completing bond transactions. Depositary organizations provide periodic information monthly, quarterly, and annually about bond registration and custody to the Securities Exchange so that the Securities Exchange can compile reports to submit to the Ministry of Finance as stipulated in Clause 1 of this Article.

3. Issuance advisory organizations shall implement a regular reporting system every six months and annually to the Ministry of Finance on the situation of bond issuance advisory services.

4. The Ministry of Finance shall guide the reporting regime of the Securities Exchange, depositary organizations, and bond issuance advisory organizations as prescribed in Clauses 1, 2, and 3 of this Article.

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 aggregate and evaluate the situation of corporate bond issuance as prescribed in this Decree to propose the Government to issue or amend mechanisms and policies related to corporate bond issuance.

Article 32. Responsibilities of the State Bank of Vietnam

1. To guide credit organizations to issue bonds in accordance with the Law on Credit Organizations and the provisions of this Decree.

2. To guide foreign exchange management matters related to enterprises issuing bonds to 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 bonds accompanied by warrant rights 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 issuance plan for bonds 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 and announced bond issuance plan.

Article 35. Responsibilities of Corporate Bond Issuers

1. To comply with the provisions of this Decree regarding issuance conditions, issuance plans, issuance documents, information disclosure, and reporting systems.

2. To allocate, manage, and use funds raised from bond issuance for their intended purposes in accordance with this Decree and the approved bond issuance plan.

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

4. To be responsible for the accuracy, truthfulness, and completeness of disclosed information and financial reports; to implement financial management, reporting, and accounting statistics systems in accordance with the law.

5. Corporate bond issuers who fail to comply with the provisions of this Decree will be subject to administrative penalties for corporate bond issuance in accordance with Decree No. 108/2013/NĐ-CP September 23, 2013 of the Government on administrative penalties in the securities and securities market sector, Decree No. 145/2016/NĐ-CP November 1, 2016 of the Government amending and supplementing certain articles of Decree No. 108/2013/NĐ-CP September 23, 2013 of the Government on administrative penalties in the securities and securities market sector, guiding documents, and any subsequent amendments and supplements (if any).

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

1.[17] Provide issuance advisory services, organize bidding, act as agents, and provide issuance guarantees for bond issuing enterprises according to service provision contracts signed, in accordance with this Decree and securities laws.

2.[18]. Review compliance with regulations on the number of investors as stipulated in Clause 2, Article 4 and Clause 8, Article 6 of this Decree, conditions and issuance documentation as stipulated in Articles 10, 11, and 13 of this Decree.

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

Article 37. Responsibilities of organizations custodians of bonds

1. Custody corporate bonds, provide information, and manage the number of bondholders as prescribed in Article 16 of this Decree.

2.[19] Regularly provide information about custody status, bond trading, and ownership of corporate bonds by investors to the Stock Exchange as prescribed in Article 30 of this Decree.

Article 38. Responsibilities of the Stock Exchange

1. Develop and operate a dedicated website for corporate bonds as prescribed in this Decree.

2. Issue operational rules for the dedicated website on corporate bonds after obtaining the Ministry of Finance's opinion.

3. Aggregate information on corporate bond issuance as prescribed in this Decree.

4. Implement information disclosure and reporting systems regarding individual corporate bond issuance as prescribed in this Decree.

Chapter VI. IMPLEMENTATION PROVISIONS[20]

Article 39. Effective date

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

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

Article 40. Transitional Provisions

1. For corporate bonds issued before this Decree takes effect, continue to implement according to the conditions and terms of the approved and publicly announced issuance plan.

2. From the date this Decree takes effect, corporate bond issuers under Government Decree No. 90/2011/NĐ-CP dated October 14, 2011 on corporate bond issuance must disclose information and submit disclosed information content to the Stock Exchange as prescribed in Articles 24, 25, and 26 of this Decree. Implement bond custody as prescribed in Article 16 of this Decree.

Article 41. Responsibility for Implementation

Ministers, Deputy Ministers of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central city administrations; Board of Directors, Members of the Board, Chairmen of companies, General Directors, Directors of corporate bond issuing enterprises are responsible for implementing this Decree./.

ANNEX I
PRE-ISSUANCE INFORMATION DISCLOSURE FOR BOND ISSUANCE

dated October 1, 163/2018/NĐ-CP December 4, 2018
SECTOR MANAGING BODIES

INFORMATION ON BOND ISSUANCE
THROUGH INDIVIDUAL ISSUANCE
ENTERPRISE:…

(Business Registration Certificate, Business Operation Registration Certificate, or equivalent license number…issued by…on... month... year…)

INFORMATION ON INDIVIDUAL BOND ISSUANCE

ENTERPRISE:…

(Business Registration Certificate, Business Operation Registration Certificate, or equivalent license number…issued by…on... month... year…)

Part 1

SUMMARY OF INFORMATION ON BOND ISSUANCE

1. Name of the 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 prescribed in Article 6 of Government Decree No…/2018/NĐ-CP dated…month…year 2018 on corporate bond issuance.

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 applicable)…

8. Anticipated issuance date:…

9. Bond trading:

a) Within one year from the completion of the bond issuance, trading shall be limited to within 100 investors, excluding professional securities investors.

b) The enterprise may choose to trade bonds after one year from the completion of the issuance or (i) limit trading within 100 investors excluding professional investors or (ii) over 100 investors excluding professional investors and clearly state this here so that investors are informed.

10. Other information (if applicable):

- ADVISORY ORGANIZATION:

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number).

- ISSUANCE GUARANTOR ORGANIZATION (if applicable):

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number)

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number)

- JOINT ISSUANCE GUARANTOR (if applicable):

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number)

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number)

- REPRESENTATIVE OF BOND HOLDERS (if applicable):

• COMPANY:…(clearly indicate main office address, telephone number, transaction fax number)

- OTHER ORGANIZATIONS PARTICIPATING IN TRADING (if applicable):

Part 2

DETAILED INFORMATION ON BOND ISSUANCE

I. PERSONS PRIMARILY RESPONSIBLE FOR DISCLOSING INFORMATION ON BOND ISSUANCE

1. Issuing enterprise:

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

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

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

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

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

II. INFORMATION ON THE ISSUING ENTERPRISE

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

2. Organizational structure of the enterprise:

- Clearly describe the organizational structure and management system:

- The position of the enterprise (whether it is an independent enterprise or operates under the parent-subsidiary model);

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

+ Board of Directors/Board of Members/Chairman of the company, General Director's Office, Supervisory Board, Chief Accountant: (name, date of birth, ID number, brief resume).

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

4. Profit distribution or dividend policy (specify the profit distribution ratio or dividend ratio for 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 warrant rights.

5. Financial situation

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

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

- Situation of state budget payments.

III. INFORMATION ON THE BOND ISSUANCE ROUND

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

2. Compliance with bond issuance conditions by the enterprise: (as stipulated in Articles 10 and 11 of Decree No.../2018/ND-CP dated... month... year 2018 of the Government on corporate bond issuance)

• For non-convertible bond issuance without accompanying warrant rights:

- Duration of operation of the enterprise: year...

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

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

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

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

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

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

• For convertible bonds or accompanied by warrant rights:

- Duration of operation of the enterprise from the date of first issuance of the Business Registration Certificate or Business License or equivalent permit according to the law;

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

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

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

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

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

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

• For convertible bonds accompanied by warrant rights:

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

- Rounds of convertible bond issuance in the six months immediately preceding the issuance: 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 (as stipulated in Article 6 of Decree No.../2018/ND-CP on corporate bond issuance):...

- Term of the bonds:...

- Face value:...

- Type of bonds:...

- Form of bonds:...

- 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 organization, representative of bondholders, asset management agent,...)

9. Rights of bondholders.

10. Method of exercising rights (in case of convertible bond issuance, bond issuance accompanied by warrant rights).

- Rights attached to the bonds;

- Conditions and time for exercising rights;

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

- Calculation method and compensation for losses in case of inability to exercise rights;

- Other terms related to the benefits of warrant holders.

11. Guarantee commitment (in case of guaranteed bond issuance)

- Guarantee form (partial or full payment guarantee by assets or payment guarantee by financial or credit organizations with the function of providing payment guarantee services);

- Guaranteed assets (list detailed assets, asset values, valuation organization name, calculation method, insurance contract if any...).

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

13. Commitment of the bond issuing enterprise (if any).

14. Investors purchasing bonds assess the level of risk in investing in bonds, restrictions on 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 THE ISSUANCE ROUND AND PLAN FOR PRINCIPAL AND INTEREST REPAYMENT TO INVESTORS

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

2. Method and plan for principal and interest repayment to investors:

V. RELATED PARTNERS

Name, headquarters address, and brief introduction of partners related to the issuance round: issuance guarantor organization or issuance agent, bondholder representative, consulting organization, registration and custody organization,...

VI. POTENTIAL RISKS ASSOCIATED WITH THE BOND ISSUANCE ROUND

The issuer enterprise shall compile statistics on potential risk factors that may affect the issuer enterprise and the bond issuance round, including legal risks, production and business operation risks, financial situation risks; other risks.

ANNEX

1. Appendix I: A valid copy of the Enterprise Registration Certificate or Business Registration Certificate or equivalent permit

2. Appendix II: A valid copy of the Company Charter

3. Appendix III: Financial reports, audited financial reports

4. Appendix IV: Minutes determining the value of collateral (if any)

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

6. Other appendices (if applicable).

ANNEX II
ANNOUNCEMENT OF INFORMATION ON THE RESULTS OF BOND ISSUANCE

dated October 1, 163/2018/NĐ-CP December 4, 2018
SECTOR MANAGING BODIES

ANNOUNCEMENT OF INFORMATION ON THE RESULTS OF BOND ISSUANCE
THROUGH INDIVIDUAL ISSUANCE
ENTERPRISE:…

(Business Registration Certificate, Business Operation Registration Certificate, or equivalent license number…issued by…on... month... year…)

INFORMATION ON THE RESULTS OF INDIVIDUAL BOND ISSUANCE

I. INFORMATION ON THE RESULTS OF BOND ISSUANCE

1. Information about the enterprise

- Name of enterprise;

- Head office address;

- Type of enterprise.

2. Conditions and terms of bonds:

- Total value of issued bonds;

- Term;

- Face value;

- Type of bond;

- Form of bond;

- Nominal interest rate and interest payment term;

- Actual issue interest rate.

3. Total number of bonds actually issued

4. Issuance method and issuance time

5. Principal and interest repayment methods for bonds

6. Organizations participating in the issuance round (for example, advisory organizations, issuance guarantors, bondholders' representatives, asset management agents, if any...).

7. Rights of investors holding bonds

8. Methods of exercising rights (in case of convertible bond issuance or bond issuance with attached warrant rights)

- Rights attached to the bond

- Conditions and time for exercising rights;

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

- Method of calculation and compensation method in case of inability to exercise rights;

- Other terms related to the benefits of warrant holders.

9. Guarantee commitments (in case of secured bond issuance)

- Guarantee form (partial or full payment guarantee or asset guarantee or payment guarantee from a financial or credit organization providing payment guarantee services);

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

- .....

10. Early redemption of bonds, bond exchange

II. LIST OF BOND HOLDERS

III. RELATED PARTIES INVOLVED IN THE ISSUANCE ROUND

State the name, main office address, and provide a brief introduction of related parties involved in the issuance round: advisory organizations, issuance guarantors or issuance agents, bondholders' representatives, depositary organizations...