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THE GOVERNMENT
OF VIETNAM
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THE SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No.: 08/2023/ND-CP
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Hanoi, March 05,
2023
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DECREE
AMENDMENTS TO AND
SUSPENSION OF SOME ARTICLES OF DECREES PRESCRIBING PRIVATE PLACEMENT AND
TRADING OF PRIVATELY PLACED CORPORATE BONDS IN DOMESTIC MARKET AND OFFERING OF
CORPORATE BONDS IN INTERNATIONAL MARKET
Pursuant to the Law on Government Organization
dated June 19, 2015; the Law on Amendments to the Law on Government
Organization and the Law on Local Government Organization dated November 22,
2019;
Pursuant to the Law on Promulgation of
Legislative Documents dated June 22, 2015 and the Law on amendments to the Law
on Promulgation of Legislative Documents dated June 18, 2020;
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Law on Enterprises dated June
17, 2020;
At the request of the Minister of Finance of
Vietnam,
The Government promulgates a Decree providing
amendments to and suspension of some articles of Decrees prescribing private
placement and trading of privately placed corporate bonds in domestic market
and offering of corporate bonds in international market.
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“3. Make full and timely payments of bond
principal and interests when they become due, and perform corporate actions (if
any) for bondholders under terms and conditions of bonds. In case of offering
of bonds in the domestic market where the issuer is unable to make full and
timely payment of bond principal/interests in VND according to the issuance
plan disclosed to investors as prescribed in Article 17 of this Decree, the
issuer may reach agreement with bondholders on payment of bond
principal/interests using assets as follows:
a) The payment must comply with regulations of the
civil code and relevant laws. In case of conditional business lines, the
payment must also comply with regulations of law governing such conditional
business lines.
b) The payment must be made with consent of
bondholders.
c) The issuer shall make ad hoc information
disclosure and assume the full responsibility for the legal status of assets
used for paying bond principal/interests in accordance with regulations of
law.”
Article 2. Amendments to Point b Clause 3
Article 3 of Government’s Decree No. 65/2022/ND-CP dated September 16, 2022
providing amendments to Government’s Decree No. 153/2020/ND-CP dated December
31, 2020 prescribing private placement and trading of privately placed
corporate bonds in domestic market and offering of corporate bonds in
international market (hereinafter referred to as “Decree No. 65/2022/ND-CP”)
“b) Changes in terms and conditions of bonds
must comply with the following provisions:
- The compliance with Clause 3 Article 1 of this
Decree must be ensured.
- The initial maturity of bonds, as defined in the
issuance plan disclosed to investors, may be extended by up to 02 years.
- The issuer shall enter into a negotiation with
the bondholder that does not accept changes in terms and conditions of the bond
so as to ensure investors’ rights and benefits. If the bondholder refuses
negotiation, the issuer shall perform all obligations to the bondholder
according to the issuance plan disclosed to investors (even if changes in terms
and conditions of bond have been accepted by bondholders representing at least
65% of total bonds).”
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1. Regulations on determination of professional
investors that are individuals in Point d Clause 1 Article 8 of the Decree No.
153/2020/ND-CP as amended in Clause 6 Article 1 of the Decree No.
65/2022/ND-CP.
2. Regulations on time
limits for distribution of bonds in Clause 7 and Clause 8 Article 1 of the
Decree No. 65/2022/ND-CP.
3. Regulations on reports on credit rating of
issuers in Point e Clause 2 Article 12 of the Decree No. 153/2020/ND-CP as
amended in Clause 9 Article 1 of the Decree No. 65/2022/ND-CP.
Article 4. Implementation
1. This Decree comes into force from the date on
which it is signed.
2. Regarding bond offerings of which information to
be disclosed before offering has been sent to the SE before the effective date
of this Decree but the distribution of bonds has not been yet completed, the
distribution of bonds shall comply with regulations on time limits for
distribution of bonds in each offering in Clause 7 and Clause 8 Article 1 of
the Decree No. 65/2022/ND-CP.
3. Ministers, heads of ministerial agencies, heads
of Governmental agencies, Chairpersons of People’s Committees of provinces and
central-affiliated cities, Boards of Directors, Boards of Members, General
Directors or Directors of enterprises that issue bonds and relevant
organizations and individuals are responsible for the implementation of this
Decree./.
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