Guidance on Registering Private Corporate Bond Transactions: What Documentation is Required?
How does the Ministry of Finance guide the registration of private corporate bond transactions?
Based on Clause 1, Article 10 of Circular 30/2023/TT-BTC, the regulations are as follows:
Registering, canceling the registration of private corporate bond transactions
1. The dossier, order, and procedures for registering bond transactions on the system of private corporate bond transactions shall be in accordance with Clause 3, Article 16 of Decree No. 153/2020/ND-CP as amended and supplemented by Clause 13, Article 1 of Decree No. 65/2022/ND-CP.
The order and procedures for registering transactions on the private corporate bond trading system at the Stock Exchange are as follows:
- Enterprises must register bond transactions no later than 15 working days from the date of issuance of the Bond Registration Certificate by the Vietnam Securities Depository and Clearing Corporation.- The issuing organization shall submit the transaction registration dossier to the Stock Exchange electronically according to the regulations of the Stock Exchange.- Within 5 working days from the date of receipt of a complete and valid dossier, the Stock Exchange shall issue a notice regarding the registered bond transactions on the private corporate bond trading system at the Stock Exchange and simultaneously disclose information on the Stock Exchange's electronic information portal. In case of refusal, the Stock Exchange must respond in writing stating the reasons.- Within 10 working days from the date the Stock Exchange issues a notice regarding the registered bond transactions, the issuing enterprise is responsible for bringing the bonds into trading on the private corporate bond trading system at the Stock Exchange.
Guidelines for registering private corporate bond transactions? What does the registration dossier include?
What does the registration dossier for private corporate bond transactions include?
Based on Clause 3, Article 16 of Decree 153/2020/ND-CP (amended and supplemented by Clause 13, Article 1 of Decree 65/2022/ND-CP), the registration dossier for private corporate bond transactions includes:
- An application for bond transaction registration;- Establishment and operation license, enterprise registration certificate as stipulated by law;- Bond registration certificate issued by the Vietnam Securities Depository and Clearing Corporation;- Decision approving or consenting to the bond issuance plan;- Written approval from the competent state management agency regarding the bond issuance according to specialized legal provisions (if any);- Credit rating results by a credit rating agency for the bond issuing enterprise or the type of bonds being issued (if any);
What principles must be followed when adjusting the number of bonds registered for trading upon early bond repurchase?
According to Clause 3, Article 10 of Circular 30/2023/TT-BTC, the issue is guided as follows:
Registering, canceling the registration of private corporate bond transactions
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3. The Hanoi Stock Exchange shall adjust the number of bonds registered for trading in cases where the issuing enterprise redeems bonds early, swaps, converts a portion of private corporate bonds, or the issuing enterprise changes the bond term but some bondholders do not accept the change, leading to the issuing enterprise having to pay the principal and interest of the bonds to these bondholders according to the announced issuance plan as stipulated in Article 2 of Decree No. 08/2023/ND-CP.
The Hanoi Stock Exchange shall adjust the number of bonds registered for trading in cases where the issuing enterprise redeems bonds early, swaps, converts a portion of private corporate bonds, or the issuing enterprise changes the bond term but some bondholders do not accept the change, leading to the issuing enterprise having to pay the principal and interest of the bonds to these bondholders according to the announced issuance plan based on the following principles:
- Compliance with Clause 3, Article 1 of Decree 65/2022/ND-CP.- In case of extending the bond term, the maximum period should not exceed 2 years compared to the originally announced bond issuance plan.- For bondholders who do not accept changes in the terms and conditions of the bonds, the issuing enterprise is responsible for negotiating to ensure the rights and interests of the investors.- In case there are bondholders who do not accept the negotiation plan, the enterprise must fully fulfill its obligations to the bondholders according to the announced bond issuance plan (even if the changes in the terms and conditions of the bonds have been approved by bondholders representing 65% or more of the total bonds).
The Circular 30/2023/TT-BTC will take effect from July 1, 2023.
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