Decree No. 65/2022/ND-CP Amending and supplementing certain articles of Decree No. 153/2020/ND-CP dated December 31, 2020 on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds to the international market

DECREE

Amending and supplementing certain articles of Decree No. 153/2020/NĐ-CP dated December 31, 2020 on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds to the international market

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

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

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

At the proposal of the Minister of Finance;

The Government promulgates this Decree amending and supplementing certain articles of Decree No. 153/2020/NĐ-CP dated December 31, 2020 on the issuance and trading of corporate bonds in the domestic market and the issuance of corporate bonds to the international market (hereinafter referred to as Decree No. 153/2020/NĐ-CP).

Article 1. Amending and supplementing certain articles of Decree No. 153/2020/NĐ-CP as follows:

1. Amending Clause 4 of Article 4 as follows:

"4. 'Secured bonds' are types of bonds guaranteed for full or partial payment of interest and principal by assets of the issuing corporation or third-party assets in accordance with the provisions of the law on security for obligations; or guaranteed for payment by credit institutions, foreign bank branches, overseas financial organizations, or international financial organizations in accordance with the provisions of the law."

2. Amending Clause 2 of Article 5 as follows:

"2. The purpose of issuing bonds is to implement investment programs, projects, debt restructuring of the corporation itself, or other purposes of bond issuance as prescribed by specialized laws. The corporation must specify the purpose of issuance in the issuance plan as stipulated in Article 13 of this Decree and disclose information to investors who have registered to purchase bonds. The use of funds raised from bond issuance by the corporation must comply with the purpose specified in the issuance plan and the disclosed information to investors."

3. Supplementing Clause 4 and Clause 5 of Article 5 as follows:

"4. For bonds already issued in the domestic market, the corporation may only change the conditions and terms of the bonds as stipulated in Article 6 of this Decree when meeting the following requirements:

a) Approval by the competent authority of the issuing corporation;

b) Agreement by holders of at least 65% of the total outstanding bonds of the same type.

5. Information about changes to the conditions and terms of the bonds must be disclosed by the issuing corporation as extraordinary information in accordance with Article 22 of this Decree."

4. Amending Point a of Clause 4 of Article 6 as follows:

"a) Bonds issued in the domestic market shall have a face value of one hundred million (100,000,000) Vietnamese dong or multiples thereof."

5. Amending and supplementing Article 7 as follows:

"Article 7. Early redemption of bonds, exchange of bonds

1. The issuing corporation may redeem bonds early or exchange them. Specifically, for early redemption of bonds issued to the international market, it must comply with the State Bank of Vietnam's regulations on foreign exchange management. Bonds are canceled after being redeemed.

2. The organization or individual authorized to approve or consent to the issuance plan of bonds is also the authority to approve or consent to the early redemption plan or bond exchange plan, except in cases of mandatory early redemption of bonds as provided for in Point b of Clause 3 of this Article.

3. Cases of early redemption of bonds include:

a) Early redemption pursuant to an agreement between the issuing corporation and the bondholder.

b) Mandatory redemption upon request of the investor when:

- The issuing corporation violates laws on the issuance and trading of corporate bonds as decided by the competent authority, and such violation cannot be remedied or the remedial measures are not approved by representatives holding at least 65% of the total outstanding bonds of the same type.

- The issuing corporation violates the bond issuance plan, and such violation cannot be remedied or the remedial measures are not approved by representatives holding at least 65% of the total outstanding bonds of the same type.

- Other specific cases as detailed in the bond issuance plan stipulated in Article 13 of this Decree (if applicable).

4. The provision at Point b of Clause 3 of this Article does not apply to cases where bonds are recalled according to the decision of the competent authority."

"Article 8. Investors purchasing bonds

1. Object purchasing bonds

a) For non-convertible bonds without warrant rights: the object purchasing bonds is a professional securities investor as prescribed by securities laws.

b) For convertible bonds and bonds with warrant rights: the object purchasing bonds is a professional securities investor and strategic investor, wherein the number of strategic investors must ensure that it is less than 100 investors.

c) A professional securities investor is an investor with financial capacity or expertise in securities as stipulated in Article 11 of the Securities Law. The organization responsible for determining professional securities investors and documentation for determining professional securities investors shall be carried out according to the provisions of Clause 4 and Clause 5 of Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government detailing certain provisions of the Securities Law and subsequent amendments, supplements, and replacements (hereinafter referred to as Decree No. 155/2020/ND-CP), except for the determination of professional securities investors as provided for in point d of this clause.

d) The determination of individual professional securities investors as prescribed in point d of Clause 1 of Article 11 of the Securities Law to purchase corporate bonds issued privately must ensure that the portfolio of listed and registered securities held by the investor has a minimum value of VND 2 billion, determined by the average market value of the securities portfolio over a period of at least 180 consecutive days prior to the date of determining the status of a professional securities investor, excluding the value of margin trading loans and the value of securities involved in buy-back transactions. The determination of a professional securities investor under this point is valid for three months from the date of confirmation.

2. Responsibilities of bond purchasers

a) Access all information disclosed by the issuing corporation; understand the conditions and terms of the bonds and other commitments of the issuing corporation before deciding to purchase and trade bonds.

b) Understand the risks arising from investment and bond trading; understand and ensure compliance with regulations on the objects of bond investment and trading of privately issued corporate bonds as prescribed in this Decree and related laws.

c) Self-assess and bear responsibility for their own investment decisions and self-bear the risks arising from investment and bond trading. The State does not guarantee that the issuing corporation will fully and timely pay interest and principal of the bonds when due and other rights to bond purchasers.

d) Before purchasing bonds (both on the primary and secondary markets), investors must sign a confirmation document stating that they have complied with the provisions of points a, b, and c of this clause and take full responsibility for their bond purchase decision after signing this confirmation document. The confirmation document shall be implemented according to the model attached as Appendix V to this Decree and must be stored in the offering file when issuing bonds or at the securities company where the investor conducts bond transactions as required by law.

đ) Carry out bond trading in accordance with Article 16 of this Decree; may not sell or jointly invest in bonds with non-professional securities investors in any form. The raising of funds and purchase, investment in corporate bonds by credit institutions, foreign bank branches, and fund management companies shall be carried out in accordance with specialized laws.

e) When selling bonds on the secondary market, provide full disclosure of information about the issuing corporation as prescribed in this Decree to bond purchasers.

3. Rights of bond purchasers

a) Be fully informed by the issuing corporation as prescribed in this Decree; have the right to access the offering file for bonds upon request.

b) Be paid full and timely interest and principal of the bonds when due, and have the accompanying rights (if any) performed according to the terms of the bonds and agreements with the issuing corporation.

c) Request the issuing corporation to repurchase bonds early as prescribed in Clause 3 of Article 7 of this Decree.

d) Request the seller of bonds to provide full disclosure of information about the issuing corporation as prescribed in this Decree when purchasing bonds on the secondary market.

4. In case of violation of legal provisions, investors will be subject to administrative penalties as prescribed in the regulations on administrative penalties in the field of securities and the securities market, or criminal liability depending on the nature and severity of the violation."

"2. The distribution time of bonds for each offering round shall not exceed 30 days from the date of pre-offering information disclosure. The total offering time of bonds in multiple rounds shall not exceed six months from the issuance date of the first offering round."

"c) The enterprise organizes the issuance of bonds in the methods prescribed in Article 14 of this Decree. The enterprise must complete the distribution of bonds within 30 days from the date of pre-offering information disclosure."

"2. The offering file for bonds includes the following basic documents:

a) The issuance plan for bonds as prescribed in Clause 1 of Article 13 of this Decree;

b) Documents proving compliance with all conditions for bond offerings as prescribed in Articles 9 and 10 of this Decree;

c) Information disclosure documents for the bond offering round as prescribed in this Decree and guidelines of the Ministry of Finance;

d) Contracts signed between the issuing corporation and organizations providing services related to the bond offering round, including:

- Contracts signed with organizations providing consulting services for the bond offering file;

- A bond issuance contract concluded with the tender organization, guarantor, and agent issuing bonds in accordance with the bond issuance method prescribed in Article 14 of this Decree, except in cases where credit institutions sell directly to investors purchasing bonds;

- A bond issuance contract concluded with the representative of bondholders as provided for by securities laws (if applicable) to monitor the implementation of commitments made by the bond issuer. In cases where bonds are offered to professional securities investors who are individuals, the bond issuance prospectus must include a bond issuance contract concluded with the Representative of Bondholders as stipulated in Clause 7, Article 14 of this Decree and as provided for by securities laws;

- A bond issuance contract concluded with the asset management agent for secured bonds (if applicable);

- A bond issuance contract concluded with other organizations related to the bond issuance offering (if applicable).

d) Periodic reports on the use of funds obtained from bond issuance for outstanding bonds as prescribed in Point c, Clause 2, Article 21 of this Decree.

e) Credit rating results for the bond issuer if the issuer falls under the categories required to undergo credit ratings and the application period as prescribed in Clause 2, Article 19 and Clause 3, Article 310 of Decree No. 155/2020/NĐ-CP.

g) Decision approving and endorsing the bond issuance plan;

h) Approval document of the competent state management agency as prescribed by specialized laws (if applicable);

i) Confirmation document from commercial banks or foreign bank branches regarding the establishment of accounts by the enterprise to receive non-convertible bond purchase funds without attached warrant rights or to establish frozen accounts to receive convertible bond purchase funds and warrant-attached bond purchase funds of the issuance offering. If the bond issuer is a commercial bank, it must provide a self-confirmation document from that bank confirming receipt of all proceeds from bond issuance;

k) For the issuance offering of convertible bonds and warrant-attached bonds of public companies, securities companies, and investment fund management companies, in addition to the documents prescribed in Points a, b, c, d, đ, e, g, h, and i of this clause, the bond issuance prospectus must also include:

- The registration document for the issuance offering according to the model attached as Appendix I to this Decree.

- A copy of the Decision of the Shareholders' Meeting/Board of Directors approving the bond issuance prospectus.

- The commitment of the enterprise not to violate the cross-shareholding regulations as stipulated in the Enterprise Law at the time of converting bonds into shares and when exercising warrant rights.

l) For secured bonds, in addition to the documents prescribed in Points a, b, c, d, đ, e, g, h, i, and k of this clause, the bond issuance prospectus must include documentation on the legal status of the collateral assets, valuation documentation of the collateral assets by an appraisal organization, and documentation on registering security measures as prescribed by the law on registering security measures, as well as information on the payment order of investors holding bonds when disposing of collateral assets to settle debts.

m) Confirmation document from bond purchasers as prescribed in Point d, Clause 2, Article 8 of this Decree.

n) A document from the tender organization, guarantor, or bond issuance agent confirming that the proceeds from the bond issuance offering have been transferred into the account designated to receive bond purchase funds of the bond issuer. If the bond issuer is a commercial bank, it must provide a self-confirmation document from that bank confirming receipt of all proceeds from bond issuance.

o) Other relevant documents related to the bond issuance offering (if applicable).

3. For multiple-installment bond issuance offerings, in addition to the documents prescribed in Clause 2 of this Article, the following documents must be included:

a) Documentation on the project or plan for using capital in multiple installments;

b) An update on the situation of previous bond issuance offerings and the use of bond issuance funds according to the bond issuance plan;

c) An update on the financial situation of the bond issuer in cases where the subsequent issuance offering is more than three months apart from the previous issuance offering, or in cases where the subsequent issuance offering is in a different fiscal year from the previous issuance offering.

4. The annual financial report of the year preceding the issuance year in the bond issuance prospectus must be audited by a qualified auditing organization. The audit opinion on the financial report must be an unqualified opinion; in cases where the audit opinion is a qualified opinion, the exception must not affect the issuance conditions; the bond issuer must provide reasonable explanations and confirmation from the auditing organization regarding the impact of the exception.

a) In cases where the enterprise issues bonds within ninety days from the end of the accounting year and has not yet received an audited financial report of the preceding year of the issuance year, or has not yet received an audited consolidated financial report of the preceding year of the issuance year, the enterprise shall use the semi-annual financial report and the fourth quarter financial report of the preceding year of the issuance year/the most recent monthly financial report of the issuance year. These financial reports must be reviewed or audited by a qualified auditing organization. Within twenty days from the date of receiving the audit results of the annual financial report, the bond issuer must disclose information to bondholders.

b) In cases where the bond issuer is a parent company, the financial report in the bond issuance prospectus includes the audited consolidated financial report of the preceding year of the issuance year and the audited financial report of the parent company of the preceding year of the issuance year. In cases where the enterprise does not have an audited financial report of the preceding year of the issuance year or an audited consolidated financial report of the preceding year of the issuance year within ninety days from the end of the accounting year, the provisions of Point a of this clause shall apply.

10. Amend Clause 1 of Article 13 as follows:

"1. An enterprise issuing bonds shall develop an issuance plan including the following main contents:

a) Information about the issuing enterprise (enterprise name, type of enterprise, headquarters, Business Registration Certificate or Business License or equivalent permit according to the provisions of the law); account number for receiving money from bond purchases during the offering period;

b) Purpose of issuing bonds including specific information about investment programs/projects (including detailed legal status and investment risks of the program/project); restructured debt (specific value and term of the restructured debt). For credit organizations, the purpose of issuing bonds includes increasing Tier 2 capital or for lending, investing, or using for purposes prescribed by specialized laws.

c) Explanation on meeting each condition for offering bonds as stipulated in Article 9 and Article 10 of this Decree;

d) Conditions and terms of the bonds expected to be offered. For offerings made in multiple tranches, the number of tranches, the volume offered in each tranche, and the offering time for each tranche must be forecasted. For guaranteed bonds, the specific type of collateral asset and its appraised value by an appraisal organization, the legal status of the collateral asset, registration of security measures according to the law on registration of security measures, and the order of payment to bondholders when disposing of collateral assets to settle debts must be specified.

đ) Plan to convert bonds into shares for cases where convertible bonds are issued (conditions, term, conversion ratio or calculation method, compliance with foreign investor ownership ratios as prescribed by law, other terms);

e) Plan to exercise rights of warrant certificates for cases where bonds accompanied by warrant certificates are issued (exercise conditions, term, ratio, price or calculation method, compliance with foreign investor ownership ratios as prescribed by law, other terms);

g) Cases, conditions, terms, and commitments of the issuing enterprise regarding early redemption of bonds, bond swaps;

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

- Shareholders' equity (specifically stating owner's investment capital, retained earnings from post-tax profits, undistributed post-tax profits, revaluation differences, exchange rate differences...);

- Total liabilities including bank loans, bond issuance loans, and other liabilities (specifically stating each liability);

- Capital structure indicators: total liabilities/total assets ratio, total liabilities/shareholders' equity ratio;

- Liquidity indicators: short-term liquidity ratio (current assets/current liabilities), quick liquidity ratio ((current assets - inventory)/current liabilities);

- Total bond loan debt/shareholders' equity (including all forms of bond loans);

- Pre-tax profit, post-tax profit (in case of loss, specifically stating the loss in the fiscal year and cumulative losses);

- Profitability indicators: post-tax profit/total assets ratio, post-tax profit/shareholders' equity ratio;

- Financial safety indicators, safety ratios in operations as prescribed by specialized laws;

i) Situation of interest and principal payments for previously issued bonds and due debts (excluding bond debts) in the three consecutive years prior to the bond issuance period;

k) Report on the issuance situation and use of funds for outstanding bonds including the following contents: total volume of bonds issued; interest and principal payments for bonds; remaining bond debt; use of bond funds and plans to pay interest and principal on bonds; violations of corporate bond issuance laws decided by competent authorities in the three consecutive years prior to the bond issuance period (if any);

l) Evaluation of the financial situation and ability to repay due debts of the enterprise, ability to repay for the bonds expected to be issued;

m) Auditor's opinion on the financial statements or review opinion of the auditor on the financial statements;

n) Method of issuing bonds;

o) Target audience for bond offerings: The enterprise clearly states the target audience for bond offerings, ensuring compliance with Clause 1 of Article 8 of this Decree. In cases of offering to professional securities investors who are individuals, the enterprise must comply with the requirements for offering to individual investors as stipulated in this Decree;

p) Plan to use the proceeds from bond issuance. Specifically, it should state the plan to use temporarily idle funds from bond issuance proceeds if disbursement is made according to the progress of bond issuance proceeds;

q) Plan to arrange sources and methods of paying interest and principal on bonds;

r) Commitment of the issuing enterprise to disclose information;

s) Other commitments to bond purchasers (if any);

t) Terms regarding registration and custody of bonds as stipulated in Article 15 of this Decree;

u) Terms regarding bond transactions as stipulated in Article 16 of this Decree;

ư) Rights and responsibilities of bond purchasers, specifically stating the voting ratio required for approval of issues that must be passed by bondholders but not less than 65% of the total number of outstanding bonds of the same type;

v) Rights and responsibilities of the issuing enterprise;

x) Responsibilities and obligations of each organization and individual providing services related to bond issuance;

y) Criteria for selecting strategic investors and a list of strategic investors for convertible bond issuance and bond issuance accompanied by warrant certificates."

11. Amend and supplement Article 14 as follows:

"Article 14. Methods of Issuing Bonds and Service Providers

1. Corporate bonds are issued through the following methods:"

a) Auction issuance: is a method of selecting investors who meet the conditions to win the bid to purchase corporate bonds that satisfy the requirements of the issuing enterprise.

b) Guarantee issuance: is a method of selling corporate bonds to bond purchasers through a guarantee organization or a combined guarantee organization.

c) Agency issuance: is a method where the issuing enterprise authorizes another organization to sell corporate bonds to bond purchasers.

d) Direct sale of bonds to investors for issuing enterprises that are credit organizations.

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

3. Organizations responsible for determining investor qualifications:

a) For professional securities investors: carried out according to the provisions of Clause 1, Article 8 of this Decree.

b) For strategic investors: the issuing enterprise (when offering bonds) and the securities company (where the investor purchases on the secondary market) have the responsibility to determine strategic investors based on the Resolution of the Shareholders' Meeting of the issuing enterprise regarding the selection of strategic investors in accordance with securities law regulations.

c) Organizations determining investor qualifications must sign confirmation in the investor's confirmation document before purchasing bonds according to the model attached as Appendix V to this Decree and bear legal responsibility for determining investor qualifications.

4. Organizations conducting auction, guarantee, and agency issuance of corporate bonds include:

a) Securities companies permitted to provide auction, guarantee, and agency issuance services in accordance with the Securities Law;

b) Commercial banks, foreign bank branches permitted to provide agency issuance services when authorized by the State Bank of Vietnam in accordance with the Law on Credit Institutions and registered for securities custody activities by the Securities Commission in accordance with the Securities Law.

5. Responsibilities of organizations conducting auction, guarantee, and agency issuance of corporate bonds when providing services:

a) Auction, guarantee, and agency issuance organizations must enter into service provision contracts with issuing enterprises, clearly stating the rights and responsibilities of each party.

b) Main responsibilities of auction, guarantee, and agency issuance organizations when distributing bonds or the responsibilities of issuing enterprises that are credit institutions selling bonds directly to investors:

- Providing full and accurate information to investors according to the approved bond issuance plan, ensuring there is no content that causes investors to confuse purchasing corporate bonds with depositing money at credit institutions; providing full and accurate information to investors about the responsibilities and obligations of auction, guarantee, and agency issuance organizations when distributing bonds; not providing false information or information that easily leads to misunderstanding about bonds;

- Distributing bonds only to investors who have been determined to be professional securities investors by the issuing enterprise or authorized securities companies after ensuring that investors have fully accessed and understood all information and signed the confirmation document as stipulated in Article 8 of this Decree; not soliciting or supporting non-targeted investors to purchase individual corporate bonds;

- In cases where commitments are made to investors regarding the repurchase of corporate bonds, a contract must be signed with the investor (specifying the conditions and terms for repurchasing bonds) and these commitments must comply with specialized laws when implemented.

- When implementing guarantee issuance according to securities law, full information must be provided to investors about the scope of guarantee issuance, ensuring there is no content that causes investors to confuse guarantee issuance with payment guarantee for bonds.

- Confirming that funds received from bond offerings have been transferred into the bond purchase account of the issuing enterprise and submitting this information to the issuing enterprise for record-keeping in the bond offering file and announcing the results of the bond offering according to regulations.

6. Organizations consulting on bond offering documents are securities companies permitted to provide consulting services for securities offering documents in accordance with securities law.

a) Bond offering document consulting organizations must enter into service provision contracts with issuing enterprises, clearly stating the rights and responsibilities of each party.

b) Main responsibilities of consulting organizations when providing services:

- Reviewing compliance with the conditions and documents for bond offerings as stipulated in this Decree and securities law, business law, and confirming the review results in the pre-offering announcement of the bond offering of the enterprise. Consulting organizations bear legal responsibility for their reviews;

- Not advising or assisting issuing enterprises in providing false or misleading information about bonds in the offering documents.

7. Bondholder representatives are members of the Vietnam Securities Depository and Trust Corporation, fund management companies designated or selected to represent the interests of bondholders in accordance with Clause 13, Article 3 of Decree No. 155/2020/NĐ-CP.

a) Bondholder representatives must enter into service provision contracts with issuing enterprises, clearly stating the rights and responsibilities of each party.

b) When providing services, bondholder representatives must comply with the provisions of Article 24 of Decree No. 155/2020/NĐ-CP.

c) Bondholder representatives may be changed if they are approved by bondholders representing 65% or more of the total outstanding bonds of the same type. Changes to other terms in the bondholder representation contract must also be approved by the competent authority of the issuing enterprise.

8. Any auditing organization meeting the conditions, enterprise valuation service provider, person signing the audit report, appraisal certificate, and any entity or individual confirming the bond issuance prospectus shall be liable under the law within the scope related to the bond issuance prospectus.

9. Organizations providing services related to corporate bonds as stipulated in Clauses 4, 6, 7, and 8 of this Article are not considered related parties for the issuing enterprise according to the Securities Law and guiding documents. These organizations shall bear full responsibility under the law for their service provision activities. In case of violation of the law, they will be subject to administrative penalties according to the regulations on administrative penalties in the securities and stock market sector or criminal liability according to the law depending on the nature and severity of the violation.

10. The Ministry of Finance shall guide advisory activities for bond issuance prospectuses, underwriting, bidding, agency issuance of individual corporate bonds, and representation of bondholders.

12. Amend and supplement Article 15 as follows:

Article 15. Registration and Centralized Custody of Bonds

1. An enterprise issuing individual corporate bonds must register the bonds with Vietnam Securities Depository within the following timeframes:

a) Five working days from the date the State Securities Commission notifies receipt of the report on the results of issuing individual convertible bonds or individual warrant-linked bonds of public companies, securities companies, and investment fund management companies.

b) Five working days from the date the issuing enterprise publishes information on the issuance results according to Article 20 of this Decree for cases not covered by point a of this Clause.

c) When registering bonds with Vietnam Securities Depository, the issuing enterprise must submit a list of bondholders and shall bear full legal responsibility for ensuring that the list of bondholders complies with the eligible buyers of corporate bonds as prescribed by this Decree and securities laws.

2. Bonds must be centrally deposited at Vietnam Securities Depository through depositary members before trading and transferring ownership, except in other cases as guided by the Ministry of Finance.

3. The registration and centralized custody of corporate bonds at Vietnam Securities Depository shall be carried out according to this Decree and securities laws, without implying that Vietnam Securities Depository confirms and guarantees the legality of the bond issuance round of the enterprise and the full payment of interest and principal of the bonds.

4. The transfer of ownership of registered bonds at Vietnam Securities Depository shall be implemented in the following cases:

a) Trading on the corporate bond issuance system for individual bonds at the Stock Exchange as stipulated in Article 16 of this Decree.

b) Implementation according to court judgments and decisions that have taken legal effect, arbitration decisions, or inheritance as provided by law.

5. The Ministry of Finance shall guide the registration, custody, exercise of rights, transfer of ownership, and transaction settlement of individual corporate bonds issued and traded at Vietnam Securities Depository, and cases of transferring ownership of bonds not conducted through the corporate bond issuance trading system at the Stock Exchange. Transaction settlement of bonds shall not apply the central counterparty mechanism.

13. Amend and supplement Article 16 as follows:

Article 16. Bond Transactions

1. Enterprises must register bond transactions already issued on the corporate bond issuance trading system for individual bonds at the Stock Exchange. Registering bond transactions at the Stock Exchange according to this Article does not imply that the Stock Exchange confirms and guarantees the legality of the bond issuance round of the enterprise and the full payment of interest and principal of the bonds.

2. Bond transactions must be conducted through trading members and ensure compliance with the following provisions:

a) Bonds may only be traded between investors specified in the bond issuance plan, except when implemented according to court judgments and decisions that have taken legal effect, arbitration decisions, or inheritance as provided by law.

b) Convertible bonds and warrant-linked bonds are restricted from transfer according to Point c, Clause 1, Article 31 of the Securities Law. After the restricted period, bond transactions shall be conducted according to Point a of this Clause.

3. The procedures for registering transactions on the corporate bond issuance trading system for individual bonds at the Stock Exchange include:

a) The enterprise must register bond transactions no later than fifteen working days from the date it receives the Certificate of Bond Registration from Vietnam Securities Depository.

b) The issuer submits the transaction registration dossier to the Stock Exchange via electronic means according to the Stock Exchange's Charter. The transaction registration dossier includes:

- A request for bond transaction registration form as prescribed in Appendix VI attached to this Decree;

- Business establishment and operation permit, business registration certificate according to the law;

- Certificate of bond registration from Vietnam Securities Depository;

- Decision approving or accepting the bond issuance plan;

- Approval document from the competent state management agency regarding bond issuance according to specialized laws (if applicable);

- Credit rating results of the credit rating organization for the bond-issuing enterprise or type of issued bonds (if applicable);

c) Within five working days from the date of receiving complete and valid documents, the Securities Trading Department shall issue a notification regarding the bond registration for trading on the system for corporate bonds issued privately at the Securities Trading Department, and simultaneously publish the information on the Securities Trading Department's electronic website. In case of rejection, the Securities Trading Department must respond in writing and clearly state the reasons.

d) Within ten working days from the date the Securities Trading Department issues a notification regarding the bond registration for trading, the issuing corporation is responsible for listing the bonds for trading on the system for corporate bonds issued privately at the Securities Trading Department.

4. Bond trading registration of corporations after restructuring processes and cancellation of bond trading registration:

a) Bonds registered for trading of a company that has been merged or consolidated continue to be registered for trading on the Securities Trading Department.

b) Cases for cancellation of bond trading registration:

- Bonds reaching maturity or the issuing corporation converting, repurchasing, or exchanging all bonds before maturity;

- The issuing corporation of bonds having its business registration certificate or establishment license revoked in its specialized field;

- The Securities Trading Department discovers that the issuing corporation has falsified the application documents for trading registration or the change registration documents;

- The issuing corporation of bonds ceases to exist due to dissolution, bankruptcy, or implementing division or spin-off of the corporation.

5. Members trading on the system for corporate bonds issued privately at the Securities Trading Department include trading members and special trading members approved by the Securities Trading Department in accordance with securities laws.

a) Trading members are securities companies.

b) Special trading members are commercial banks and foreign bank branches.

c) Conditions, documents, procedures, and formalities for registering as a member, revoking membership status, and suspending activities for special trading members participating in trading corporate bonds issued privately at the Securities Trading Department are carried out according to regulations for special trading members participating in government debt trading instruments as stipulated in Decree No. 155/2020/NĐ-CP.

6. The Ministry of Finance guides the organization of the market for trading corporate bonds issued privately within the domestic market in accordance with the provisions of this Article."

14. Amend the provision of Clause 1, Article 19 as follows:

"1. At least one working day before the issuance of bonds, the corporation shall disclose information prior to the offering to investors who have registered to purchase bonds and send the disclosure content to the Securities Trading Department.

a) The content of the pre-offering information disclosure shall be implemented in accordance with the guidance of the Ministry of Finance.

b) For green bond offerings, in addition to the information disclosure content prescribed in point a of this clause, the issuing corporation must disclose information about the accounting, management, and disbursement of funds from the green bond issuance in accordance with Clause 3, Article 5 of this Decree.

c) The corporation's submission of disclosure content to the Securities Trading Department is solely for the purpose of the Securities Trading Department fulfilling its responsibilities as stipulated in Article 32 of this Decree, without implying that the Securities Trading Department confirms and guarantees the bond issuance round of the corporation.

15. Amend and supplement Clause 1 and Clause 1a, Article 20 as follows:

"1. Within five working days from the completion of the bond offering round, the corporation shall disclose information about the results of the offering to bondholders and send the disclosure content to the Securities Trading Department. The content of the disclosure shall be implemented in accordance with the guidance of the Ministry of Finance.

1a. In case the bond offering is unsuccessful or canceled, within five working days from the end of the bond distribution, the corporation shall disclose information and send the disclosure content to the Securities Trading Department."

16. Amend and supplement Clause 2, Article 21 as follows:

"2. The content of the information disclosure shall be implemented in accordance with the guidance of the Ministry of Finance and shall include the following documents:

a) Financial statements for six months and annual financial statements of the bond-issuing corporation that have been audited or reviewed (if available); un-audited annual financial statements and un-audited six-month financial statements that have not been reviewed must be confirmed by the General Shareholders' Meeting, Board of Directors, Board of Members, or the Chairman of the Company. If the bond-issuing corporation is a parent company, the disclosed financial statements include consolidated financial statements and financial statements of the parent company.

b) Situation of interest and principal payments on bonds.

c) Periodic reports every six months and annually on the use of funds received from bond issuance for outstanding bonds, audited by an auditing organization meeting the conditions.

d) Reports on the implementation of commitments made by the bond-issuing corporation to bondholders.

đ) For green bonds, in addition to the contents prescribed in points a, b, and d of this clause, the issuing corporation must prepare an annual report on the accounting, management, and use of funds from bond issuance with a review opinion from an auditing organization; a report on the progress of fund disbursement, project implementation progress, and an environmental impact assessment report."

17. Supplement point c, point d, and point đ of Clause 1, Article 22 as follows:

"c) Changes in the conditions and terms of issued bonds, changes in the representative of bondholders.

d) Must compulsorily repurchase bonds before maturity.

đ) Upon receipt of a decision from the competent authority regarding administrative penalties in the securities and securities market sector or being subject to legal violations as prescribed."

18. Amend Clause 2, Article 29 as follows:

"2. Not later than one working day before the issuance of corporate bonds to the international market, the issuing enterprise shall send the pre-offering information disclosure content to the Stock Exchange. The pre-offering information disclosure content shall be carried out in accordance with the guidelines of the Ministry of Finance."

19. Amend Clause 1 Article 30 and supplement Clause 1a Article 30 as follows:

"1. Not later than five working days from the completion date of the bond issuance period, the issuing enterprise shall send the offering result information to the Stock Exchange. The content of the offering result information disclosure shall be carried out in accordance with the guidelines of the Ministry of Finance.

1a. In case the bond offering is unsuccessful or canceled, within five working days from the end of the bond distribution, the corporation shall disclose information and send the disclosure content to the Securities Trading Department."

20. Amend Clause 2 Article 31 as follows:

"2. The content of the information disclosure shall be implemented in accordance with the guidance of the Ministry of Finance and shall include the following documents:

a) Financial statements for six months and annual financial statements of the issuing enterprise that have been audited or reviewed (if applicable); un-audited annual financial statements and un-reviewed six-month financial statements must be confirmed by the Shareholders' Meeting, Board of Directors, Board of Members, or the Company's Chairman. In case the issuing enterprise is a parent company, the six-month and annual financial statements shall include consolidated financial statements and financial statements of the parent company.

b) Situation of interest and principal payments on bonds.

c) Periodic reports every six months and annually on the use of funds obtained from the issuance of corporate bonds for outstanding bonds.

d) Reports on extraordinary information of the issuing enterprise (if any).

đ) Reports on early redemption of corporate bonds, exchange of corporate bonds, conversion of corporate bonds into shares, exercise of warrant rights (if any).

e) Reports on the implementation of commitments made by the issuing enterprise to bondholders.

21. Amend Article 32 as follows:

"Article 32. Special page for corporate bond information at the Stock Exchange

1. The Stock Exchange shall be responsible for:

a) Compiling information based on the content received from the issuing enterprises to implement information disclosure on the special page for corporate bond information in accordance with Clause 2 of this Article;

b) Establishing and promulgating the Rules on receiving, supervising information disclosure, reporting, and operating the special page for corporate bond information after being approved by the State Securities Commission.

2. The special page for corporate bond information includes the following contents:

a) The situation of corporate bond issuance in the domestic market, including: name of the issuing enterprise, some financial indicators (total debt from bond issuance (including all forms of bond issuance), debt-to-equity ratio, total debt-to-equity ratio (including all forms of bond issuance), interest payment coverage ratio (pre-tax profit and interest expense/interest expense)), bond code, target group for each bond code, issuance interest rate, issuance date, quantity, face value, maturity date, principal and interest repayment report, extraordinary information disclosure, credit rating results for issuing enterprises required to undergo credit rating according to regulations;

b) The situation of corporate bond issuance in the international market, including: name of the issuing enterprise, issuance date, quantity, face value, maturity date, issuance market.

c) The situation of converting corporate bonds into shares, exercising warrant rights, early redemption of corporate bonds, exchange of corporate bonds (if any).

d) Other information agreed upon between the Stock Exchange and the issuing enterprise to provide to the information recipients under the Rules on receiving, supervising information disclosure, reporting, and operating the special page for corporate bond information of the Stock Exchange.

đ) Information about cases where the issuing enterprise fails to fully repay the principal and interest of corporate bonds, uses the bond proceeds for purposes other than intended, or fails to fulfill commitments to investors, and cases where the issuing enterprise is required to redeem bonds early according to reports from the underwriting organization, guarantor, distribution agent, representative of bondholders, and information disclosed by the issuing enterprise.

3. Investors and issuing enterprises can access the special page for corporate bond information to obtain information on the situation of corporate bond issuance in accordance with the Rules on receiving, supervising information disclosure, reporting, and operating the special page for corporate bond information issued by the Stock Exchange."

22. Amend Article 33 as follows:

"Article 33. Reports of the organization advising on bond offering documentation, underwriting organizations, guarantors, distribution agents, representatives of bondholders, the Stock Exchange, and the Vietnam Securities Depository and Clearing Corporation

1. The organization advising on bond offering documentation shall implement quarterly and annual reporting systems to the State Securities Commission.

2. Representatives of bondholders shall implement quarterly and annual reporting systems to the State Securities Commission and the Stock Exchange. They shall also report in cases where they discover that the issuing organization has violated regulations affecting the interests of bondholders.

3. Underwriting organizations, guarantors, and distribution agents shall implement quarterly and annual reporting systems to the Stock Exchange. For commercial banks and foreign bank branches licensed by the State Bank of Vietnam to provide distribution services, in addition to the reporting system stipulated in this Decree, they must also follow the reporting guidelines set by the State Bank of Vietnam.

4. Reporting system of the Stock Exchange

a) The Stock Exchange shall implement quarterly and annual reporting systems to the State Securities Commission on the situation of bond offerings and trading, including domestic market offerings and international market offerings.

b) In addition to the regular reporting system stipulated in point a of this clause, the Stock Exchange shall submit ad hoc reports to the State Securities Commission upon request of the regulatory authority.

5. Reporting system of the Vietnam Securities Depository and Clearing Corporation

a) The Vietnam Securities Depository implements quarterly and annual reporting requirements to the State Securities Commission on the status of registration, custody, transfer of ownership, and investor structure for privately placed corporate bonds in the domestic market.

b) In addition to the regular reporting requirements stipulated in point a of this clause, the Vietnam Securities Depository shall report promptly to the State Securities Commission upon request of the supervisory authority.

6. The Ministry of Finance shall provide guidance on the reporting regime for advisory organizations for bond offerings, bondholders' representatives, tendering organizations, underwriters, distribution agents, securities exchanges, and the Vietnam Securities Depository as prescribed in this Article.

23. Supplement Clause 6 and Clause 7 of Article 34 as follows:

"6. Shall be responsible for explaining to investors information related to the issuance plan, legal risks, investment risks, capital usage risks, rights, benefits, and legal responsibilities of the issuing corporation and of the investors.

7. The issuing corporation must repurchase bonds before maturity in accordance with the provisions of Clause 3 of Article 7 of this Decree."

24. Amend Article 35 as follows:

"Article 35. Responsibilities of Advisory Organizations for Bond Offerings

1. Shall comply with securities laws and the provisions of Article 14 of this Decree when providing advisory services for bond offerings.

2. Shall implement the reporting regime as prescribed in this Decree.

3. Shall be subject to management and supervision by the State Securities Commission in accordance with securities laws and this Decree. In case of violation of the law when providing services, administrative penalties will be imposed according to the regulations on administrative penalties in the field of securities and the securities market, or criminal responsibility may be pursued depending on the nature and degree of the violation."

25. Amend Article 36 as follows:

"Article 36. Responsibilities of Bondholders' Representatives

1. Shall comply with securities laws and the provisions of Article 14 of this Decree when providing services as bondholders' representatives.

2. Shall implement the reporting regime as prescribed in this Decree.

3. Shall be subject to management and supervision by the State Securities Commission in accordance with securities laws and this Decree. In case of violation of the law when providing services, administrative penalties will be imposed according to the regulations on administrative penalties in the field of securities and the securities market, or criminal responsibility may be pursued depending on the nature and degree of the violation."

26. Amend Article 37 as follows:

"Article 37. Responsibilities of Tendering Organizations, Underwriters, and Distribution Agents

1. Shall comply with securities laws and the provisions of Article 14 of this Decree when providing tendering, underwriting, and distribution agent services.

2. Shall implement the reporting regime as prescribed in this Decree.

3. In case of violation of the law when providing services, administrative penalties will be imposed according to the regulations on administrative penalties in the field of securities and the securities market, or criminal responsibility may be pursued depending on the nature and degree of the violation."

27. Amend the provisions of Clause 3, Clause 4, and Clause 5 of Article 38 as follows:

"3. Shall manage and supervise the full and timely implementation of the information disclosure and reporting regime for issuing corporations, tendering organizations, underwriters, and distribution agents as prescribed in this Decree and the guidelines of the Ministry of Finance.

4. In case of discovering violations in the implementation of the information disclosure, reporting, and individual corporate bond trading regime at the securities exchange, shall issue a written request for the issuing corporation and relevant individuals or organizations to explain, provide additional information, or report to the State Securities Commission for review and handling based on the severity of the violation.

5. Shall promulgate Rules for accepting, supervising information disclosure and reporting, and operating a dedicated website on corporate bonds; Rules for trading individual corporate bonds after approval by the State Securities Commission."

28. Supplement Article 38a as follows:

"Article 38a. Responsibilities of the Vietnam Securities Depository

1. Shall comply with regulations on bond registration, custody, transfer of ownership, and transaction settlement as prescribed in this Decree and securities laws.

2. Shall monitor bond registration, custody, and transaction settlement activities in accordance with securities laws, including the provision of services by depository members as prescribed in this Decree and the guidelines of the Ministry of Finance.

3. Shall implement the reporting regime as prescribed in this Decree.

4. In case of discovering violations in bond registration, custody, and transfer of ownership for individual corporate bonds, shall issue a written request for relevant individuals or organizations to explain, provide additional information, or report to the State Securities Commission for review and handling based on the severity of the violation.

5. Shall promulgate Rules for bond registration, custody, and transaction settlement for individual corporate bonds after approval by the State Securities Commission."

29. Amend Article 39 as follows:

"Article 39. Responsibilities of the State Securities Commission

1. Shall provide opinions on the private placement of convertible bonds and warrants attached to corporate bonds of public companies, securities companies, and fund management companies in the domestic market; provide opinions on the issuance of corporate bonds to the international market by public companies, securities companies, and fund management companies as prescribed in this Decree and securities laws.

2. Shall approve Rules for accepting, supervising information disclosure and reporting, and operating a dedicated website on corporate bonds, Rules for trading individual corporate bonds, and Rules for bond registration, custody, and transaction settlement for individual corporate bonds as prescribed in this Decree.

3. Shall manage and supervise securities business operations and the provision of securities services as prescribed in securities laws, including advisory services for bond offerings, tendering, underwriting, and distribution agent services as prescribed in this Decree; manage and supervise the Vietnam Securities Depository in bond registration, custody, and transfer of ownership; manage and supervise the securities exchange in implementing information disclosure, reporting, and trading regimes for corporate bonds as prescribed in securities laws and this Decree."

4. On the basis of managing and supervising the securities trading activities of securities companies, reports from the Stock Exchange and Vietnam Securities Depository and Central Depository Corporation, and reports from bondholders' representatives, the State Securities Commission shall receive and handle violations in the issuance and trading of corporate bonds in the domestic market in accordance with this Decree and relevant securities laws. In case of discovering signs of violation, inspections and audits of the Stock Exchange, Vietnam Securities Depository and Central Depository Corporation, service providers, and issuing enterprises shall be carried out in accordance with securities laws.

30. Amend and supplement Clause 2 of Article 40 as follows:

"2. Inspect and audit the activities of credit institutions in raising capital through bond issuance; grant permission to commercial banks and foreign bank branches to provide agency services for corporate bond issuance; supervise the provision of agency services for corporate bond issuance by commercial banks and foreign bank branches, and their commitment to repurchase corporate bonds from other enterprises in accordance with the Law on Credit Institutions and guiding documents."

31. Supplement Clause 4 of Article 41 as follows:

"4. Relevant ministries and sectors, in accordance with their assigned functions and tasks, shall cooperate in inspecting and supervising the issuance, trading, and provision of services in the corporate bond market in accordance with this Decree and relevant laws."

32. Amend and supplement Article 42 as follows:

"Article 42. Responsibilities of the Ministry of Finance

1. Take the lead and coordinate with relevant agencies to guide the disclosure of information and the provision of services related to individual corporate bonds and the organization of the market for trading individual corporate bonds at the Stock Exchange in accordance with this Decree.

2. Aggregate and evaluate the situation of the corporate bond market in accordance with this Decree to propose the Government to issue or amend policies.

3. Manage and supervise auditing organizations and appraisal firms when providing services related to individual corporate bonds in accordance with laws on auditing and valuation."

Article 2. Repeal Clause 7 of Article 4 of Decree No. 153/2020/NĐ-CP.

Article 3. Transitional Provisions

1. For bond offerings before the effective date of this Decree that have already submitted pre-offering information disclosure content to the Stock Exchange, they shall continue to distribute bonds in accordance with Decree No. 153/2020/NĐ-CP and must complete the distribution of bonds and collect payment from investors within 30 days from the effective date of this Decree. The implementation of reporting, information disclosure, registration, custody, and trading of bonds shall be carried out in accordance with this Decree.

2. If a corporation issues bonds in accordance with this Decree without having periodic reports on the use of funds raised from bond issuance as stipulated in Clause 16 of Article 1 of this Decree, it must supplement such reports on the use of funds raised from bond issuance for outstanding bonds from the issuance date to the expected new bond offering date in the offering documentation.

3. For corporate bonds issued before the effective date of this Decree and still outstanding at the time of its effectiveness:

a) Implement periodic and extraordinary information disclosure systems as prescribed in this Decree and guidelines issued by the Ministry of Finance.

c) Regarding bond trading:

- For corporate bonds issued before the effective date of Decree No. 153/2020/NĐ-CP and still outstanding, they shall continue to be registered, deposited, and traded according to the approved issuance plan. Bond registration and deposit organizations shall continue to implement reporting requirements under Article 33 of Decree No. 153/2020/NĐ-CP until the bonds mature.

- For corporate bonds issued in accordance with Decree No. 153/2020/NĐ-CP and still outstanding, they shall be registered, deposited, and traded in accordance with this Decree. Trading parties for these bonds shall be conducted between investors as stipulated in Clauses 1 and 2 of Article 16 of Decree No. 153/2020/NĐ-CP.

4. Within 45 days from the nearest periodic information disclosure period after the effective date of this Decree, the dedicated corporate bond information page on the Stock Exchange shall update comprehensive information on the issuance of corporate bonds in the domestic market as prescribed in Clause 21 of Article 1 of this Decree.

5. Within nine months from the effective date of this Decree, the bond registration and deposit system at Vietnam Securities Depository and Central Depository Corporation and the over-the-counter corporate bond trading system at the Stock Exchange shall officially operate. Within three months from the official operation of the bond registration, deposit, and trading system, bonds issued in accordance with this Decree and those issued in accordance with Decree No. 153/2020/NĐ-CP and still outstanding must be registered, deposited, and traded in accordance with this Decree. During the period when the bond registration and deposit system at Vietnam Securities Depository and Central Depository Corporation and the over-the-counter corporate bond trading system at the Stock Exchange have not been operational, bonds issued in accordance with this Decree and those issued in accordance with Decree No. 153/2020/NĐ-CP and still outstanding shall implement registration, deposit, exercise rights, and transfer ownership of bonds in accordance with Decree No. 153/2020/NĐ-CP.

6. An investor who has been recognized as a professional securities investor according to the provisions of Decree No. 155/2020/NĐ-CP prior to the effective date of this Decree, when purchasing corporate bonds issued privately in accordance with Decree No. 153/2020/NĐ-CP and this Decree, must re-determine their status as a professional securities investor in accordance with the provisions of this Decree.

Article 4. Effectiveness and Implementation

1. This Decree takes effect from September 16, 2022.

2. The Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies, Chairpersons of provincial/municipal People's Committees directly under the Central Government; Boards of Directors, Members of Boards of Management, General Directors, Directors of enterprises issuing corporate bonds shall be responsible for implementing this Decree./.

ANNEX V

MODEL OF INVESTOR'S ACKNOWLEDGEMENT BEFORE PURCHASING BONDS
(Attached to Decree No. 65/2022/NĐ-CP dated September 16, 2022 of the Government)

Model 1. Applicable to individual investors

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

My name is: …

Date of birth:...Gender: ...

ID card/passport number:...Date of issue:...Place of issue: ...

Current Residence: ...

Contact phone number: …

Based on the agreement contents regarding the purchase/sale of bonds(bond code)of(name of the bond-issuing enterprise)issued on..., I hereby confirm the following contents:

1.I am an investor meeting the conditions to purchase and trade privately issued corporate bonds under one or more of the following cases:

□ Individual strategic investor meeting the criteria and included in the list of strategic investors approved by the Shareholders' Meeting of the issuing enterprise (as stipulated in Clause II Article 1 of Decree No. .../2022/NĐ-CP);(attached to Resolution No.... dated... of (name of the bond-issuing enterprise) );

□ Individual holding a securities business license as prescribed in Point c Clause 1 Article 11 of the Securities Law (specify type of license, number, date of issue, validity period);

□ Individual holding a portfolio of listed or registered securities worth VND billion, meeting the minimum value requirement of VND 2 billion as prescribed in Point d Clause 1 Article 11 of the Securities Law;(attached to confirmation documents as prescribed in Clause 6 Article 1 of Decree No. .../2022/NĐ-CP);

□ Individual having taxable income in year ... (the year immediately preceding the year of bond purchase) of VND billion based on tax declaration documents submitted to the tax authority or withholding tax certificates from organizations or individuals making payments, meeting the minimum taxable income requirement of VND 1 billion as prescribed in Point đ Clause 1 Article 11 of the Securities Law (attached to confirmation documents as prescribed in Clause 5 Article 5 of Decree No. 155/2020/NĐ-CP dated December 31, 2020 of the Government guiding detailed implementation of the Securities Law).

2.I have accessed and read all the information disclosure contents about:

(i) The bond issuance round(bond code)by(Name of the bond-issuing enterprise/Name of the tender service provider, guarantor, agent for bond issuance) (for purchasing bonds on the primary market)provided (specify name of representative organization, address, contact information, position)

Or

(ii) Bonds(bond code)by(Name of organization/person holding bonds/securities company where the investor conducts transactions) (for purchasing bonds on the secondary market)(specify name of individual/representative of organization holding bonds, address, contact information, position of representative for the organization).

The access documents include:

- Information disclosure document on the bond issuance round as prescribed in Article 19 of Decree No. 153/2020/NĐ-CP and Clause 14 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Bond issuance plan as prescribed in Clause 10 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Bond issuance offering documents as prescribed in Clause 9 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Periodic information disclosure contents of the issuing enterprise as prescribed in Clause 16 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

…

(List all read documents and materials fully)

3.After accessing the information and documents about the bonds(bond code), I hereby confirm:

3.1.I have thoroughly reviewed the information about the bonds to be purchased based on the accessed information and documents, including:

a) The issuing enterprise is..., operating in the field of...

b) Financial situation of the enterprise: Clearly state the information reviewed about the enterprise's capital, assets, debt ratio, financial safety ratio, operational safety ratio as prescribed by specialized laws...

c) Purpose of bond issuance:

- The purpose of the enterprise's bond issuance is...

- In case the purpose of bond issuance is for investment programs/projects, clearly state the legal status and investment risks of the program/project. In case the purpose of bond issuance is to restructure debts, specify the debts to be restructured, including specific values and terms of the restructured debts.

d) Enterprise's plan for using funds raised from bond issuance is...; Temporary idle fund usage plan from bond issuance proceeds (in case of phased disbursement) is...

đ) Plan for arranging sources and payment methods for principal and interest of bonds is...

e) Bonds are/is not secured by collateral. Collateral value is...Registered for security transaction at...Registration number is...

g) Other conditions and terms of the bonds: Interest rate, term of the bonds are...

h) Commitments of the issuing enterprise are...

i) The target audience for bond issuance(bond code)is according to the enterprise's bond issuance plan as prescribed in Clause 10 Article 1 of Decree No. .../2022/NĐ-CP. I am an eligible investor...therefore, I am entitled to purchase and trade bonds(bond code)...as prescribed.

k) Representative of bond holder is...

l) Other information about the bonds includes...

Based on thorough review of the information about the bonds to be purchased as stated above, I evaluate the issuing enterprise...(specify the investor's specific assessment of the enterprise's ability to fully and timely pay interest and principal on corporate bonds).

3.2. I understand that investing in corporate bonds with code(bond code)may result in the following risks:(clearly specify the risks related to investing in corporate bonds).

3.3.I understand clearly that:

a) The bond(bond code)is a corporate bond issued individually.

b) According to securities laws, the State Securities CommissionDOES NOTissue a Registration Certificate for Offering Corporate Bonds for individual issuance. Therefore, the State Securities CommissionDOES NOTdoes not issue a Registration Certificate for Offering Corporate Bonds for the bond(bond code).

c) The bond(bond code)is issued by the enterprise based on the principle of self-borrowing, self-repayment, and self-responsibility for the effectiveness of capital use and debt repayment capacity. The StateDOES NOTdoes not guarantee that the enterprise issuing the bond will fully and timely pay interest and principal when due and other rights to investors.

4.On the basis of understanding and fully complying with the legal provisions regarding the investor subject, individual corporate bond transactions, and after thoroughly researching information and evaluating the benefits and risks of purchasing the aforementioned bonds, I decide to purchase the bonds for myself using legitimate funds. I am solely responsible for my investment decision and any risks arising from the investment and trading of bonds.

_______________________________________________________________________

Confirmation by the organization/person providing information about the bond as specified in point 2 above that all necessary documents and information have been provided to the investor

1. (Name of the bond-issuing enterprise/ Name of the organization providing auction services, guarantee, and agency for bond issuance) (for purchasing bonds on the primary market)provides (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the organization, identification card number, position, contact information)

(Date/month/year; signature, stamp)

Or

2. (Name of the organization/person holding the bond/ securities company where the investor conducts transactions) (for purchasing bonds on the secondary market)(specifically name of the organization holding the bond, address of the organization, contact phone number, and name of the representative of the organization, identification card number, position, contact information or name of the individual holding the bond, identification card number, address, contact information).

(Date/month/year; signature, stamp)

_______________________________________________________________________

Confirmation by the organization confirming the investor's status as specified in point 1 above:

1. (Name of the bond-issuing enterprise/ Name of the authorized securities company) (for purchasing bonds on the primary market)confirms (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the enterprise, identification card number, position, contact information).

Or

2. (Name of the securities company where the investor conducts transactions) (for purchasing bonds on the secondary market)confirms (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the enterprise, identification card number, position, contact information).

(Date/month/year; signature, stamp)

Model 2. Applicable to organizational investors

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

Respectfully submitted to:

- Name of the bond-issuing enterprise/ Name of the organization providing auction services, guarantee, and agency for bond issuance(for purchasing bonds on the primary market)

- Name of the securities company where the investor conducts transactions(for purchasing bonds on the secondary market)

My name is: …

Date of birth:...Gender: ...

ID card/passport number:...Date of issue:...Place of issue: ...

Current Residence: ...

Working authority: …

Position: ...

Is the legal representative of(Name of the organizational investor)/ is the representative of(Name of the organizational investor)according to the power of attorney (in case the individual is not the legal representative of the organization purchasing the bond).

Contact phone number: …

Based on the agreement contents regarding the purchase/sale of bonds(bond code)of(name of the enterprise issuing)issued on...,(Name of the organizational investor)confirms the following contents:

1. (Name of the bond-purchasing organization)is an investor eligible to purchase and trade individual corporate bonds under one or more of the following cases:

□ A strategic investor meeting the criteria and included in the list of strategic investors approved by the Shareholders' Meeting of the issuing enterprise(attached to the Resolution of the Shareholders' Meeting No... dated... of (name of the bond-issuing enterprise) pursuant to Clause 11 Article 1 Decree No .../2022/ND-CP);

□ Commercial banks, foreign bank branches, financial companies, insurance business organizations, securities companies, fund management companies, investment securities companies, securities investment funds, international financial organizations, state financial funds outside the budget, state financial organizations that can purchase securities in accordance with relevant laws, meeting the provisions at Point a Clause 1 Article 11 Securities Law; specifically(Name of the bond-purchasing organization)is..., registered with a Business Registration Certificate or Operating License No, date issued by the authority...

□ A company with paid-in charter capital of... billion VND, meeting the requirement of over 100 billion VND as stipulated at Point b Clause 1 Article 11 Securities Law, specifically(Name of the bond-purchasing organization)has been issued a Business Registration Certificate or Operating License No, date issued by the authority... with registered charter capital of... billion VND and charter capital according to the audited financial report of year... is... billion VND;

□ A listed company or a company registered for trading, specifically(Name of the bond-purchasing organization)has been issued a decision approving listing (for listed companies)/ a decision approving registration for trading (for companies registered for trading) No, date, issued by the authority...

2. (Name of the bond-purchasing organization)has accessed and read the full content of the information disclosure regarding:

(i) The bond issuance round(bond code)by(Name of the bond-issuing enterprise/ Name of the organization providing auction services, guarantee, and agency for bond issuance) (for purchasing bonds on the primary market)provided (specify name of representative organization, address, contact information, position)

Or

(ii) Bonds(bond code)by(Name of the organization/person holding the bond/ securities company where the investor conducts transactions) (for purchasing bonds on the secondary market)(specifically name of the individual / representative of the organization holding the bond, address, contact information, position of the representative for the organization).

The access documents include:

- Information disclosure document on the bond issuance round as prescribed in Article 19 of Decree No. 153/2020/NĐ-CP and Clause 14 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Bond issuance plan as prescribed in Clause 10 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Bond issuance offering documents as prescribed in Clause 9 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

- Periodic information disclosure contents of the issuing enterprise as prescribed in Clause 16 Article 1 of Decree No. .../2022/NĐ-CP, including:...;

…

(List all read documents and materials fully)

3.After accessing the information and documents about the bonds(bond code), (Name of the bond-purchasing organization)confirms:

3.1. (Name of the bond-purchasing organization)understands the information about the bond to be purchased based on the accessed information and documents, including:

a) The issuing enterprise is..., operating in the field of...

b) Financial situation of the enterprise: Clearly state the information reviewed about the enterprise's capital, assets, debt ratio, financial safety ratio, operational safety ratio as prescribed by specialized laws...

c) Purpose of bond issuance:

- The purpose of the enterprise's bond issuance is...

- In case the purpose of bond issuance is for investment programs/projects, clearly state the legal status and investment risks of the program/project. In case the purpose of bond issuance is to restructure debts, specify the debts to be restructured, including specific values and terms of the restructured debts.

d) The plan for using funds raised from the issuance of corporate bonds by the enterprise is...; The plan for temporarily idle funds obtained from the issuance of corporate bonds (in case of disbursement according to schedule) is...;

đ) The arrangement of sources and payment methods for the principal and interest of corporate bonds by the enterprise is...;

e) The bond has/have no collateral. The collateral value is... Registered for security transaction at... Reference number is...;

g) Other conditions and terms of the bond: Interest rate, term of the bond is...;

h) Commitments of the issuing enterprise are...

i) The target audience for bond issuance(bond code)is in accordance with the bond issuance plan of the enterprise stipulated in Clause 10 Article 1 Decree No .../2022/ND-CP.(Name of the bond-purchasing organization)is the investor subject ... therefore, should be able to purchase and trade bonds(bond code)...as prescribed.

k) Representative of bondholders is ...(if applicable)

l) Other information about the bonds includes...

Based on thoroughly understanding the information about the bonds to be purchased according to the above-mentioned information and documents,(Name of the bond-purchasing organization)evaluate the issuing enterprise...(specify the investor's specific assessment of the enterprise's ability to fully and timely pay interest and principal on corporate bonds).

3.2. (Name of the organization purchasing the bonds)has clearly understood or has consulted with legal, tax, business, investment, and financial advisors regarding the risks that may arise from investing in and trading bonds(bond code)of(name of the issuing enterprise),specifically:(clearly specify the risks related to investing in corporate bonds).

3.3. (Name of the organization purchasing the bonds)understands that the bond(bond code)is a corporate bond issued individually. According to securities laws, the State Securities CommissionDOES NOTissues a Certificate of Registration for Bond Offering for individual corporate bond issuances. Bonds issued by enterprises follow the principle of self-lending, self-repayment, and self-responsibility for the effectiveness of capital use and debt repayment capability. The StateDOES NOTdoes not guarantee that the enterprise issuing the bond will fully and timely pay interest and principal when due and other rights to investors.

4.Based on a clear understanding and full compliance with the legal provisions on investor subjects and bond trading, based on thoroughly understanding the information and evaluating the benefits and risks of purchasing bonds based on assessments and appraisals conducted by(Name of the bond-purchasing organization)and/or based on advice from consultants,(Name of the bond-purchasing organization)decides to purchase bonds for itself and uses legitimate funds to buy bonds.

(Name of the bond-purchasing organization)bears sole responsibility for its own investment decisions and any risks arising from investing in and trading bonds.

_______________________________________________________________________

Confirmation from the organization/person providing bond information as stated in Point 2 above that they have provided sufficient documents and information to the investor

1. (Name of the Issuing Enterprise/Bond Auction Service Provider, Guarantee, and Distribution Agency Name (for purchasing bonds on the primary market)provides (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the organization, identification card number, position, contact information)

(Date/month/year; signature, stamp)

Or

2. (Name of the organization/person holding the bond/ securities company where the investor conducts transactions) (for purchasing bonds on the secondary market)(specifically name of the organization holding the bond, address of the organization, contact phone number, and name of the representative of the organization, identification card number, position, contact information or name of the individual holding the bond, identification card number, address, contact information).

(Date/month/year; signature, stamp)

_______________________________________________________________________

Confirmation by the organization confirming the investor's status as specified in point 1 above:

1. (Name of the Issuing Enterprise/Authorized Securities Company Name) (for purchasing bonds on the primary market)confirms (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the enterprise, identification card number, position, contact information).

Or

2. (Name of the Securities Company where the Investor Conducts Transactions)(for purchasing bonds on the secondary market)confirms (specifically name of the enterprise, address of the enterprise, contact phone number, and name of the representative of the enterprise, identification card number, position, contact information).

(Date/month/year; signature, stamp)

ANNEX VI

APPLICATION FOR REGISTRATION OF BOND TRADING ON THE INDIVIDUAL CORPORATE BOND TRADING SYSTEM AT THE SECURITIES EXCHANGE
(Attached to Decree No. 65/2022/NĐ-CP dated September 16, 2022 of the Government)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

APPLICATION FOR REGISTRATION OF TRADING

Bond Code: ...

Respectfully submitted to: Securities Exchange.

I. INTRODUCTION TO THE ISSUING ENTERPRISE APPLYING FOR BOND TRADING REGISTRATION

1. Full name of the enterprise: ...

2. English name (if applicable): ...

3. Abbreviated name (if applicable): ...

4. Registered charter capital: ...

5. Contributed charter capital: ...

6. Main office address: ...

7. Telephone:...Fax: ...

8. Legal basis for business operations:

Business Registration Certificate number:...issued by......on...

or License for Establishment and Operation number:...issued by...on...

- Main business activities:...Code: ...

- Main products/services: ...

II. BONDS FOR TRADING REGISTRATION

1. Bond name: ...

2. Type of bond: ...

3. Bond code: ...

4. Face value of the bond:...VND

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

6. Expected trading period: ...

7. Bond term:...years

8. Interest rate:...per annum.

9. Interest payment period: ...

III. ATTACHED DOCUMENTS

1. Certificate of Bond Registration issued by Vietnam Securities Depository Corporation;

2. Contract signed with the Representative of Bondholders (if applicable);

3. Credit rating results issued by credit rating organizations for the issuing enterprise or the type of issued bonds (if applicable);

4. Decision approving the issuance plan of the bonds by the competent authority; Decision approving the registration of bond trading by the competent authority approving the issuance plan;

5. Approval document from the competent state management agency regarding bond issuance in accordance with specialized laws (if applicable);

6. License for establishment and operation, business registration certificate in accordance with the law;

7. Audited annual financial report of the year preceding the submission of the trading registration application by a qualified auditing organization.