Chương IV Nghị định 163/2018/NĐ-CP: Cơ chế công bố thông tin và chế độ báo cáo

Chapter IV

INFORMATION DISCLOSURE AND REPORTING REGIME

Section 1: INFORMATION DISCLOSURE AND REPORTING REGIME FOR ISSUANCE OF BONDS IN DOMESTIC MARKETS

Article 21. Information disclosure principles

1. Issuing enterprises shall be responsible for disclosing information in full, accurately and promptly in accordance with the provisions of this Decree and shall be responsible before the law for the contents and accuracy of published information.

2. The information disclosed before issuing bonds must not contain advertising or solicitation contents and must not be disclosed by means of communications or mass media, except for disclosure of information according to provisions of securities law.

3. The issuing enterprise must be a public company that publishes information in accordance with this Decree and the law on information disclosure on the stock market.

4. Information on corporate bond issuance must be disclosed on the website of the issuing enterprise and through the specialized information webpage of corporate bonds at the Stock Exchange in accordance with Article 29.

Article 22. Pre-issuance disclosure of information

1. At least 10 working days before the expected date of issuance of the bond issuance, the issuing enterprise shall disclose information before the issuance to investors in order for them to register purchase of bonds and shall send details about information to be disclosed to the Stock Exchange.

a) Information sheet about pre-issuance disclosure shall be prepared according to Appendix I hereto;

b) Particularly for issuance of green bonds, in addition to the information disclosure as stipulated in point a of this clause, the issuing enterprise must disclose information on the management process, disbursement of capital from the issuance of green bonds according to stipulated in Clause 4, Article 5 of this Decree;

c) Issuing enterprises shall send information to be disclosed before the issuance to investors registering to buy bonds and the Stock Exchange in the form of paper documents or electronic records.

2. As for enterprises issuing bonds multiple times:

a) For the initial issuance, the pre-issuance disclosure of information shall be subject to clause 1 of this Article;

b) As for the following issuance, at least 10 working days before each issuance, the issuing enterprise must provide supplementary documents in accordance with clause 2 of Article 13 herein and send them to the investor registering to buy bonds as well as the Stock Exchange.

3. The Stock Exchange shall receive information to be disclosed prior to issuance in accordance with clause 1 and clause 2 of this Article for synthesis of information about current conditions of issuance of corporate bonds.

Article 23. Disclosure of information about issuance results

1. No later than 05 working days from the end of the bond issuance, the issuing enterprise shall disclose information about the results of bond issuance to bondholders and send information to be disclosed to the Stock Exchange in the form of paper documents or electronic records according to the form in Appendix II issued together with this Decree.

2. The Stock Exchange shall receive information to be disclosed about issuance results in accordance with clause 1 of this Article for synthesis of information and disclose information on its webpage of corporate bonds.

Article 24. Periodic information disclosure

1. Periodically every 6 months and every year until maturity of bonds, the issuing enterprise shall send the contents of periodic information disclosure in the form of paper documents or electronic records to bondholding investors or bond depository organizations in order for them to disclose such information to bondholding investors; and at the same time, must send contents of periodic information disclosure to the Stock Exchange.

2. Contents of periodic information disclosure shall include:

a) 06-month financial statements, annual financial statements of audited bond issuers (if any); Unaudited financial statements certified by the General Meeting of Shareholders or the Members' Council or the confirmation of data by the issuing enterprise’s Chairman;

b) Report on the use of capital, disbursement schedule, project execution schedule and environmental impact assessment report on green bonds as prescribed in Clause 4, Article 5 of this Decree; In particular, the capital use report must have the review of the auditing organization;

c) Latest update on current conditions of payment of bond principal and interest.

3. The Stock Exchange shall receive information to be disclosed periodically from the issuing enterprise in accordance with clause 1 and clause 2 of this Article for publication of information on its webpage of corporate bonds and synthesis of information about current conditions of corporate bond issuance.

Article 25. Irregular information disclosure of the issuing enterprise

1. Within 24 hours of the occurrence of one of the following events, the bond issuing enterprise must disclose extraordinary information to the bondholding investor and must send the information to the Stock Exchange relating to:

a) Temporary suspension of part or all of business operations, termination of business or revocation of enterprise registration certificates or business registration certificates or licenses having the equivalent value according to law provisions ; the decision on reorganization or transformation of the issuing enterprise;

b) Any change in the contents of information compared to the published information, which leads to the failure of the issuing enterprise to meet the prescribed issuance requirements or failure to guarantee the ability to pay principal and interest of corporate bonds;

c) Any change in the plan for use of funds generated from issuance of bonds.

2. The Stock Exchange shall receive the information disclosed according to the provisions of Clause 1 of this Article and shall make extraordinary information published through the webpage on corporate bonds right after receiving the disclosed contents of information about the issuing enterprise.

Article 26. Disclosure of the issuing enterprise’s information about convertible bonds, warrant-linked bonds, redemption of premature bonds and bond swaps

1. No later than 05 working days from the date of completion of the conversion of bonds into shares or the date of exercise of stock call option of holders of warrant-linked bonds, the issuing enterprise shall be responsible for sending the published contents of information to the Stock Exchange. The contents of information to be disclosed shall be comprised of:

a) Convertible bonds

- Total value of issued bonds;

- Codes of convertible bonds, number of convertible bonds, total value of convertible bonds; ratios of bonds distributed amongst investors;

- Proposed schedule of depositing and trading of convertible bonds and written applications for bond depositing and transaction (if any).

b) Warrant-linked bonds

- Total value of issued bonds;

- Ratios of exercise of the stock call option;

- Number of call options of each investor owning warrant-linked bonds.

2. For redemption of premature bonds and bond swaps, at least 10 days after the completion of the redemption of premature bonds or bond swap, the issuing enterprise shall have to report to the agency having competence in approving and accepting the bond issuance plan and shall have to send contents of information to be disclosed to the Stock Exchange. The contents of information to be disclosed shall be comprised of:

a) Conditions and terms of bonds purchased before maturity, including the volume of bonds to be redeemed; redemption price; list of investors selling back bonds; post-redemption list of bondholders;

b) Conditions and terms of swapping and swapped bonds, including the price and volume of swapped bonds; price and volume of swapping bonds; swap rate; post-swap list of bondholders.

3. The Stock Exchange shall receive the contents of information to be disclosed from the issuing enterprise according to the provisions of Clauses 1 and 2 of this Article in order to publish the information on the webpage on corporate bonds in case of conversion of bonds into shares and the exercise of the stock call option for warrant-linked bonds, the redemption of premature bonds and bond swaps.

Section 2: INFORMATION DISCLOSURE AND REPORTING REGIME FOR ISSUANCE OF BONDS TO INTERNATIONAL MARKETS

Article 27. Pre-issuance disclosure of information

1. At least 10 working days before the expected date of issuance of bonds to the international market, the issuing enterprise shall send information to be disclosed before the issuance in the form of paper dossiers or electronic dossiers to the Stock Exchange.

2. Contents of the pre-issuance information disclosure shall be composed of:

a) Information about the issuing enterprise (e.g. business name, type of business, office, business registration certificate or business registration certificate or license having equivalent value as prescribed by law);

b) Purposes of issuance of bonds;

c) Volume of bonds expected to be issued;

d) Proposed time of issuance;

dd) Target market and issuance venue;

e) Terms and conditions of bonds;

g) Confirmation of volume of bonds to be issued within the national commercial lending limit, given by the State Bank.

3. The Stock Exchange shall receive information to be disclosed prior to issuance in accordance with clause 1 and clause 2 of this Article for synthesis of information about current conditions of issuance of corporate bonds to international market in accordance with Article 30 herein;

Article 28. Disclosure of information about issuance results

1. No later than 10 working days from the end of the bond issuance, the issuing enterprise shall disclose information about the results of bond issuance to bondholders and send information to be disclosed to the Stock Exchange in the form of paper documents or electronic records.

2. Contents of information about issuance results to be disclosed shall be composed of:

a) Information about the issuing enterprise (e.g. business name, type of business, office, business registration certificate or business registration certificate or license having equivalent value as prescribed by law);

b) Volume of successfully issued bonds;

c) Issuing interest rate;

d) Major terms and conditions of bonds (e.g. volume, face value, currency unit, term, mode of payment of bond principal, interest, date of issuance and maturity date);

dd) Target market and issuance venue.

3. The Stock Exchange shall receive information about issuance results from the issuing enterprise in accordance with clause 1 and clause 2 of this Article for consolidation of data about current conditions of issuance of corporate bonds to international market in accordance with Article 30 herein.

Section 3: WEBPAGE ON CORPORATE BONDS AND REGIME FOR REPORTING OF ISSUANCE OF CORPORATE BONDS

Article 29. Corporate bond webpage at the Stock Exchange

1. The Stock Exchange as assigned by the Ministry of Finance shall be responsible for building and operating the corporate bond webpage to synthesize information on corporate bond issuances and information disclosure in accordance with regulations at Article 21, Article 22, Article 23, Article 24, Article 25, Article 26, Article 27 and Article 28 of this Decree.

2. The webpage shall contain the following main contents:

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

b) Current conditions of issuance of corporate bonds in domestic markets, including:

- Bond code (if any);

- Certain main terms and conditions about issued bonds (e.g. issue date, volume, face value, maturity date, form of payment of interest, bond redemption and swap terms (if any));

- Transformation of bonds into shares and exercise of stock call option for warrant-linked bonds and redemption of premature bonds and bond swaps (if any);

c) Current conditions of issuance of corporate bonds to international market, including:

- Volume of successfully issued bonds;

- Main terms and conditions of issued bonds;

- Host markets;

d) Financial status of the issuing enterprise, current conditions of payment of bond principal and interest; current conditions of use of borrowed funds, schedule of disbursement, execution of projects and report on assessment of environmental impacts with respect to green bonds;

dd) Irregular information disclosure of the issuing enterprise;

e) Organization of bond depositing activities (in accordance with regulations of the host market).

3. Investors and issuing enterprises shall be entitled to sign in the webpage on corporate bonds in order to be updated with latest information about issuance of bonds according to the regulations on the webpage on corporate bonds issued by the Stock Exchange.

4. The Stock Exchange shall be responsible for developing and promulgating the Operating Regulations of the webpage on corporate bonds; synthesizing information on the current conditions of corporate bond issuance to implement the periodical reporting regime for the Ministry of Finance in accordance with Article 30 of this Decree.

Article 30. Report of the Stock Exchange on current conditions of corporate bond issuance

1. The Stock Exchange shall carry out the regime for preparing reports on a biannual or annual basis on the issuance of corporate bonds, including issuance of bonds in the domestic market and issuance of bonds to the international market.

2. Each report shall comprise the following information:

a) Number of enterprises issuing bonds with details of types of enterprises, including public companies, non-public joint stock companies, limited liability companies; number of bond issuances, including convertible bond issuances, guaranteed bond issuances, warrant-linked bond issuance and green bond issuance;

b) Main terms and conditions of bonds expected to be issued and issuance results;

c) Average issuing interest rate of each bond term;

d) Host market and venue for issuance.

dd) Report on current conditions of registration and depositing of corporate bonds, including the following information:

- Number of enterprises registering bonds and volume of bonds to be registered and deposited within an issuance period;

- Current conditions of payment of bond principal and interest;

- Number of investors holding bonds with respect to specific codes of registered bonds.

3. Report recipients and reporting form:

a) Depository organizations shall be responsible for providing information for the Stock Exchange on current conditions of registration and depositing of bonds in accordance with point d of clause 2 of this Article in order for the Stock Exchange to consolidate such information used for reporting to the Ministry of Finance on current conditions of issuance of corporate bonds as provided in clause 1 and clause 2 in this Article.

b) Reporting and provision of information as provided in clause 1 and clause 2 of this Article shall be carried out by sending written documents or electronic letters, whichever is informed by the Minister of Finance.