Vietnam: What are the regulations on the approval and acceptance of a plan for issuance of bonds in international market?
What are the regulations on the dossiers for offering of bonds in international market?
Pursuant to Article 27 of Decree No. 153/2020/ND-CP stipulating as follows:
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 State Bank of Vietnam’s regulations.
c) The State Bank of Vietnam’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 General Meeting of Shareholders/Board of Directors or Board of Members/Company’s President to approve the dossier for offering of bonds in international market.
Thus, a dossier for offering of bonds in the international market shall include the following documents:
- A bond offering plan approved and accepted by a competent authority as prescribed in Article 28 of Decree No. 153/2020/ND-CP.
- The written confirmation of foreign currency account used for receiving proceeds from bond issuance given by a licensed credit institution according to State Bank of Vietnam’s regulations.
- The State Bank of Vietnam’s certification of issuance limit which must fall within total national limit on commercial foreign loans.
- Decision to approve and accept the bond issuance plan issued by a competent authority.
- Financial statements prepared according to international accounting standards if required by regulations adopted by the issuing market.
- 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.
- 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 with Decree No. 153/2020/ND-CP.
+ The copy of the decision of General Meeting of Shareholders/Board of Directors or Board of Members/Company’s President to approve the dossier for offering of bonds in international market.
Vietnam: What are the regulations on the approval and acceptance of a plan for issuance of bonds in international market?
What are the regulations on the approval and acceptance of a plan for issuance of bonds in international market?
Pursuant to Article 28 of Decree No. 153/2020/ND-CP, the approval and acceptance of a plan for issuance of bonds in international market is regulated as follows:
- With regard to a joint-stock company:
+ The plans for issuance of convertible bonds and warrant-linked bonds must be approved by General Meeting of Shareholders. Voting for ratification of the resolution on approval of the bond issuance plan must be carried out according to the 2020 Law on enterprises.
+ 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 General Meeting of Shareholders. Such report must be enclosed with the bond offering dossier and relevant documents.
- 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.
- Apart from the provisions in Clause 1 and Clause 2 Article 28 of Decree No. 153/2020/ND-CP, 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.
- Apart from the provisions in Clauses 1, 2 and 3 Article 28 of Decree No. 153/2020/ND-CP, the authority to approve the bond issuance plan of an enterprise operating in conditional business lines shall comply with the specialized law.
What are the regulations on the rules of offering of bonds in international market?
Pursuant to Article 24 of Decree No. 153/2020/ND-CP stipulating the rules of offering of bonds in international market as follows:
- 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.
- Trading of corporate bonds offered in the international market shall comply with regulations adopted in the issuing market.
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