Chương III Nghị định 153/2020/NĐ-CP: Chào bán trái phiếu ra thị trường quốc tế

Chapter III

OFFERING OF BONDS IN INTERNATIONAL MARKET

Section 1. BOND OFFERING

Article 24. Rules of offering of bonds in international market

1. Any enterprise performing offering of bonds in the international market (whether private placement or public offering) must comply with regulations herein and meet offering conditions according to regulations adopted in the issuing market.

2. Trading of corporate bonds offered in the international market shall comply with regulations adopted in the issuing market.

Article 25. Conditions for offering of bonds in international market

1. With regard to non-convertible bonds without warrant:

a) The issuer must be a joint-stock company or limited liability company duly established and operating in accordance with the law of Vietnam;

b) The plan for issuance of bonds in the international market must have been approved and accepted by a competent authority as prescribed in Article 28 hereof;

c) It has maintained adequacy ratios and prudential ratios in operations in accordance with regulations of specialized laws;

d) It complies with regulations on management of enterprises’ borrowing and repayment of foreign debts which are not guaranteed by the Government, and regulations on foreign exchange management;

dd) It meets the offering conditions according to regulations adopted in the issuing market.

2. With regard to convertible bonds or warrant-linked bonds:

a) The issuer must be a joint-stock company that meets the conditions laid down in Clause 1 of this Article;

b) The conversion of bonds into shares and execution of warrants must ensure the ratio of holding by foreign investors as prescribed by law;

c) There is an interval of at least 06 months between two offerings of convertible bonds or warrant-linked bonds.

Article 26. Procedures for offering of bonds in international market

1. With regard to the offering of bonds in the international market by a company other than a public company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and organize the offering in the issuing market.

b) The issuer shall disclose information according to Articles 29, 30 and 31 hereof and regulations adopted in the issuing market.

2. With regard to the offering of bonds in the international market by a public company, securities company or fund management company:

a) The issuer shall prepare a bond offering dossier as prescribed in Article 27 hereof and send it to SSC. Within 10 days from the receipt of adequate and valid dossier, SSC shall give its written approval. If a dossier is refused, SSC shall give a written response in which reasons for such refusal must be specified.

b) After obtaining the approval from SSC, the issuer shall disclose information before offering according to Article 29 hereof and organize the offering according to regulations adopted in the issuing market.

c) Within 10 days from the completion date of the bond offering, the issuer shall submit a report on offering results, made according to the form in Appendix IV enclosed herewith, to SSC.

3. The issuer shall make bond principal and interest payments, and disclose information according to regulations adopted in the issuing market and Section 2 Chapter III hereof.

Article 27. Dossiers for offering of bonds in international market

1. The issuer shall prepare a bond offering dossier which shall be used for offering, trading and payment of bond principal and interests.

2. A dossier for offering of bonds in the international market shall include the following documents:

a) A bond offering plan approved and accepted by a competent authority as prescribed in Article 28 hereof.

b) The written confirmation of foreign currency account used for receiving proceeds from bond issuance given by a licensed credit institution according to SBV’s regulations.

c) The SBV’s certification of issuance limit which must fall within total national limit on commercial foreign loans.

d) Decision to approve and accept the bond issuance plan issued by a competent authority.

dd) Financial statements prepared according to international accounting standards if required by regulations adopted by the issuing market.

e) The application for registration of bond offering with a competent authority in the issuing market or legal opinions given by an international legal counseling company that the issuer is not required to register the bond offering with a competent authority in the home country.

g) In case of offering of bonds in the international market by a public company, securities company or fund management company, in addition to the documents mentioned in Point a, Point b, Point c, Point d, Point dd and Point e of this Clause, the bond offering dossier shall also include:

- The application for registration of offering of bonds in the international market made according to the form in Appendix II enclosed herewith.

- The copy of the decision of GMS/Board of Directors or Board of Members/Company’s President to approve the dossier for offering of bonds in international market.

Article 28. Approval and acceptance of a plan for issuance of bonds in international market

1. With regard to a joint-stock company:

a) The plans for issuance of convertible bonds and warrant-linked bonds must be approved by GMS. Voting for ratification of the resolution on approval of the bond issuance plan must be carried out according to the Law on enterprises.

b) The plan for offering of non-convertible bonds without warrant shall be approved by a competent authority as prescribed in the company’s charter. Unless otherwise prescribed by the company’s charter, the Board of Directors is entitled to approve the bond issuance plan but must report it to the nearest GMS. Such report must be enclosed with the bond offering dossier and relevant documents.

2. The authority to approve the bond issuance plan of a limited liability company is given to the Board of Members or President or owner of the company as prescribed in the company’s charter.

3. Apart from the provisions in Clause 1 and Clause 2 of this Article, state enterprises shall comply with regulations on international raising of funds in accordance with provisions of the Law on management and use of state funds invested in enterprises’ business and production activities and the Law on enterprises.

4. Apart from the provisions in Clauses 1, 2 and 3 of this Article, the authority to approve the bond issuance plan of an enterprise operating in conditional business lines shall comply with the specialized law.

Section 2. INFORMATION DISCLOSURE

Article 29. Disclosure of information before offering

1. The issuer shall disclose information according to regulations adopted in the issuing market and provisions herein.

2. At least 01 working day before the issue date of bonds in the international market, the issuer shall send the disclosed information on offering to the Stock Exchange. The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance.

3. The Stock Exchange shall receive information disclosed before offering as prescribed in Clause 1 of this Article for consolidation and reporting on issuance of corporate bonds in the international market in accordance with the provisions in Article 33 hereof. The Stock Exchange’s receipt of information disclosed by the issuer does not mean that it confirms and guarantees the issuer’s offering of bonds.

Article 30. Disclosure of information on bond offering results

1. Within 10 days from the completion date of the bond offering, the issuer shall send information on offering results to the Stock Exchange. The information on offering results to be disclosed shall comply with guidelines given by the Ministry of Finance.

2. The Stock Exchange shall receive the issuer’s disclosed information on offering results as prescribed in Clause 1 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds in the international market as prescribed in Article 33 hereof.

Article 31. Periodic information disclosure

1. For every 06 months and on annual basis, until the maturity date of bonds, the issuer shall send periodically disclosed information to the Stock Exchange.

a) Within 60 days of the end of the first 06 months of the fiscal year, the issuer shall disclose 06-month periodic information.

b) Within 90 days of the end of the fiscal year, the issuer shall disclose annual periodic information.

2. The information to be disclosed shall comply with guidelines given by the Ministry of Finance and include the followings:

a) The issuer’s half-year and annual financial statements which have been audited or reviewed (if any); the data on annual and half-year financial statements which are not yet audited and reviewed respectively must be certified by GMS or the Board of Directors or the Board of Members or the Company’s President. If the issuer is a parent company, the half-year and annual financial statements shall consist of both consolidated financial statements and financial statements of the parent company.

b) The payment of bond principals and interests.

c) Reports on use of funds raised from the bond issuance. In case of changes in the purposes of raised funds, the issuer must specify such changes and reasons thereof.

d) Reports on ad hoc information of the issuer (if any).

dd) Reports on redemption of bonds before maturity, bond swap, conversion of bonds into shares or exercise of warrants (if any).

3. The Stock Exchange shall receive the issuer’s periodically disclosed information as prescribed in Clause 1 and Clause 2 of this Article for consolidation and publishing on the corporate bond information webpage as prescribed in Clause 2 Article 32 hereof and reporting on issuance of corporate bonds as prescribed in Article 33 hereof.