Nghị định 83/2023/NĐ-CP sửa đổi Nghị định 95/2018/NĐ-CP quy định về phát hành, đăng ký, lưu ký, niêm yết và giao dịch công cụ nợ của Chính phủ trên thị trường chứng khoán

DECREE

AMENDMENTS TO THE GOVERNMENT’S DECREE NO. 95/2018/ND-CP DATED JUNE 30, 2018 PRESCRIBING ISSUANCE, REGISTRATION, DEPOSITING, LISTING AND TRADING OF GOVERNMENT DEBT INSTRUMENTS ON SECURITIES 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 State Budget dated June 25, 2015;

Pursuant to the Law on Public Debt Management dated November 23, 2017;

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

At the request of the Minister of Finance of Vietnam;

The Government promulgates a Decree providing amendments to the Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 prescribing issuance, registration, depositing, listing and trading of government debt instruments on securities market.

Article 1. Amendments to Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 

1. Clause 5 Article 15 is amended as follows:

“5. Bidding results shall be determined by adopting the fixed-rate tender method.”

2. Point a Clause 3 Article 16 is amended as follows:

“a) Based on underwriting requirements for each bond issue and eligibility requirements for lead underwriters set forth in Clause 2 of this Article, the State Treasury shall select qualified organizations to act as the lead underwriter/co-lead underwriters for the bond issue as prescribed in Clause 4 of this Article.”

3. Clause 4 is added to Article 16 as follows:

“4. Lead underwriter/ co-lead underwriter selection process

a) The State Treasury that wishes to issue bonds through underwriting shall publish the bond underwriting plan on its website and websites of the Ministry of Finance of Vietnam and the Stock Exchange so that interested organizations may apply to become a lead underwriter/co-lead underwriter. Information to be published includes:

Information about the bond issue through underwriting, including:  Fundamental terms and conditions of the bond (currency, term, face value, and method for principal and interest payment); quantity of bonds to be issued; planned interest rate applicable to each term; planned date of issuance, issuance method; planned date of negotiation and conclusion of underwriting agreement;

Information concerning the selection of the lead underwriter/ co-lead underwriter:  Eligibility requirements and standards of the lead underwriter/ co-lead underwriter as set forth in Clause 2 of this Article; deadline and location for submission of applications for registration as lead underwriter/ co-lead underwriter.

b) Any organization that meets all eligibility requirements and wishes to become a lead underwriter/co-lead underwriter shall submit a sealed application directly to the State Treasury or by post to the address notified by the State Treasury. Such application includes:

The application form for registration as the lead underwriter/ co-lead underwriter made by using Form No. 05 provided in the Appendix enclosed herewith;

The underwriting plan, which shall, inter alia, include the following information: forecasts about the bond market and capacity for issuing bonds through underwriting; detailed underwriting plan for the bond issue (planned syndicate participants, underwriting method and duration, planned quantity and interest rate), proposed underwriting fee; commitments of the lead underwriter;

Documentary evidences of the satisfaction of eligibility requirements by the lead underwriter/co-lead underwriter, including:  copy from the master register, copy certified by a competent authority, or a copy presented together with its original for verification purpose, of the enterprise registration certificate, license for establishment and operation, or another document of equivalent validity; documents proving the applicant’s business experience in securities underwriting.

c) When the application submission deadline expires, the State Treasury shall establish a team in charge of opening properly sealed applications for evaluating and selecting qualified lead underwriter/ co-lead underwriter based on relevant requirements and underwriting plan.

d) Within a maximum duration of 15 working days from the application submission deadline, the State Treasury shall notify lead underwriter/ co-lead underwriter selection results in writing to applicants, and publish such results on its website and on the websites of the Ministry of Finance of Vietnam and the Stock Exchange.

dd) The State Treasury and the selected lead underwriter/co-lead underwriter shall conduct negotiations and enter into the principle contract for bond underwriting using the form prescribed by the Ministry of Finance of Vietnam.   The principle contract shall be used as the basis for the lead underwriter/co-lead underwriter to select syndicate participant(s).

e) The lead underwriter/co-leader underwriter shall select qualified entities to participate in the underwriting syndicate, and submit a list of selected syndicate participants which is made using the form prescribed by the Ministry of Finance of Vietnam to the State Treasury for consideration and approval.”

4. Article 17 is amended as follows:

“Article 17. Private placement of government bonds

1. Private placement is an offering method whereby government bonds are directly sold to each buyer or whereby a commercial bank or foreign bank branch is selected to act as an agent in charge of distributing and making payments (hereinafter referred to as "distribution agent") to buyers.

2. The State Treasury shall formulate the plan for private placement of government bonds, and submit it to the Ministry of Finance of Vietnam for approval. The plan for private placement of government bonds shall, inter alia, include the following contents:

a) Bond buyers;

b) Planned quantity of bonds to be issued;

c) Bond term;

d) Planned interest rate;

dd) Planned issuance date;

e) Planned form of private placement (the State Treasury shall issue bonds directly to buyers or through a selected distribution agent).

3. The Ministry of Finance of Vietnam shall consider approving the plan for private placement of government bonds as prescribed in Clause 2 of this Article.

4. The State Treasury shall organize the implementation of the plan for private placement of government bonds approved by the Ministry of Finance of Vietnam. If a distribution agent is employed,  the selection and conclusion of agency contract shall comply with the provisions of Clauses 5 and 6 of this Article.

5. Eligibility requirements for a distribution agent:

a) It must be a commercial bank or foreign bank branch which is duly established and operating in Vietnam, and is capable of providing bond issuance agent services in accordance with provisions of the Law on Credit Institutions and guidelines of the State Bank of Vietnam (SBV);

b) Its business network is fully capable of distributing and making payment for government bonds;

c) Its plan for distribution and payment of bonds meets the issuer’s requirements for each bond issue.

6. Process of distribution agent selection:

a) The State Treasury that wishes to make a private placement of bonds via a distribution agent shall published the bond issuance plan on its website and on the websites of the Ministry of Finance of Vietnam and the Stock Exchange so that commercial banks and foreign bank branches may apply for registration as distribution agent.   Information to be published includes:

Information on the bond to be issued, including: fundamental terms and conditions of the bond (currency, term, face value, and method for principal and interest payment); quantity of bonds to be issued; planned date of issuance, issuance method;

Information on selection of distribution agent, including: eligibility requirements to be satisfied by the distribution agent as prescribed in Clause 5 of this Article; application submission deadline and location.

b) Any organization that meets all eligibility requirements laid down in Clause 5 of this Article and wishes to become a distribution agent shall submit a properly sealed application directly to the State Treasury or by post to the address notified by the State Treasury. Such application includes:

The application form which is made using Form No. 06 in the Appendix enclosed herewith;

A bond distribution and payment plan, which shall, inter alia, include the following information: forecasts about the bond market and capacity for distributing bonds; plan for distribution and payment for bonds; proposed bond distribution and payment service fees;

Documentary evidences of the applicant’s satisfaction of eligibility requirements for distribution agent: copy from the master register, copy certified by a competent authority, or a copy presented together with its original for verification purpose, of the enterprise registration certificate, license for establishment and operation, or another document of equivalent validity; information on its business network and infrastructure for distributing and making payment for bonds as required by the State Treasury.

c) When the application submission deadline expires, the State Treasury shall establish a team in charge of opening properly sealed applications and organizing appraisal and selection of one or some qualified applicants as distribution agent(s) based on eligibility requirements and the bond distribution and payment plan.

d) Within a maximum duration of 15 working days from the application submission deadline, the State Treasury shall notify distribution agent selection results in writing to applicants, and publish such results on its website and on the websites of the Ministry of Finance of Vietnam and the Stock Exchange.

dd) The State Treasury shall enter into bond distribution and payment contract(s) with selected organization(s) using the form prescribed by the Ministry of Finance of Vietnam. The signed bond distribution and payment contract shall be used as the basis for certifying rights and obligations of the distribution agent and the State Treasury.

e) The distribution agent shall perform bond distribution and payment activities under the contract signed with the State Treasury.”

5. Clause 2 Article 22 is amended as follows:

“2. Based on the needs for funds of state budget, the Ministry of Finance of Vietnam shall take charge of and cooperate with the SBV in formulating the Scheme for issuance of government bonds in the domestic market in freely convertible currencies, and then submit it to the Prime Minister for consideration and approval.  The Scheme shall, inter alia, include the following contents:

a) Purposes;

b) Quantity of bonds to be issued;

c) Terms and conditions of bonds: Term, face value; currency of bonds issued and currency used for payment of bonds; interest rate;

d) Bond issuance method (bidding, underwriting or private placement);

dd) Prospective bond buyers as prescribed in this Decree and regulations of law on foreign exchange management;

e) Registration, depositing and trading of bonds.”

6. Clause 3 Article 22 is amended as follows:

“3. Based on the Scheme for issuance of foreign currency bonds approved by the Prime Minister of Vietnam, the Ministry of Finance of Vietnam shall organize the issuance of bonds in foreign currency.”

7. Clause 1 Article 24 is amended as follows:

“1. The Ministry of Finance of Vietnam shall formulate a plan for repurchase of debt instruments before maturity, and submit it to the Prime Minister for approval under the annual borrowing and public debt repayment plan or a separate debt restructuring scheme. The plan submitted to the Prime Minister includes the following contents:

a) Purposes of repurchase;

 b) Quantity and terms and conditions of debt instruments to be repurchased;

c) Funds for repurchase of debt instruments;

d) Repurchase method;

dd) Planned date of repurchase and relevant costs.”

8. Clause 1 Article 25 is amended as follows:

“1. The Ministry of Finance of Vietnam shall formulate a plan for swap of debt instruments before maturity, and submit it to the Prime Minister for approval under the annual borrowing and public debt repayment plan or for reporting under a separate debt restructuring scheme. The plan submitted to the Prime Minister includes the following contents:

a) Purposes of swap;

b) Quantity and terms and conditions of debt instruments to be issued and swapped for outstanding debt instruments;

c) Swapping method;

d) Planned date of swap and relevant costs.”

Article 2. Abrogation and replacement of some clauses and phrases in Government’s Decree No. 95/2018/ND-CP dated June 30, 2018 

1. Clause 3 Article 3 and Clause 3 Article 25 are abrogated.

2. The phrase “Trung tâm Lưu ký chứng khoán Việt Nam” (“Vietnam Securities Depository (VSD)”) is replaced with the phrase “Tổng công ty Lưu ký và Bù trừ chứng khoán Việt Nam” (“Vietnam Securities Depository and Clearing Corporation (VSDC)”) in Clause 1 Article 2, Clause 2 Article 13, Article 18 and Clause 4 Article 22.

Article 3. Implementation

1. This Decree comes into force from January 15, 2024.

2. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces and central-affiliated cities are responsible for implementation of this Decree.

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