What are conditions for enterprises to offer bonds domestically in Vietnam? What are judgments related to this issue?
What are conditions for enterprises to offer bonds domestically in Vietnam?
According to Article 9 of Decree 153/2020/ND-CP, enterprises offering bonds in Vietnam must meet the following conditions:
- For the offering of non-convertible bonds without warrants (excluding bond offerings by securities companies, fund management companies that are not public companies), enterprises must meet the following conditions:
+ Be a joint-stock company or limited liability company established and operating under Vietnamese law.
+ Fully repay both principal and interest of issued bonds or fully pay due debts in the three consecutive years preceding the bond issuance (if any); except for cases of bond offerings to creditors that are selected financial institutions.
+ Comply with financial safety ratios and safety assurance ratios in operations as prescribed by specialized laws.
+ Have a bond issuance plan approved and accepted according to regulations.
+ Have financial statements for the year immediately preceding the issuance year audited by a qualified audit organization as prescribed.
+ The participants in the bond offering must be professional securities investors as defined by securities law.
- For the offering of non-convertible bonds without warrants by securities companies, fund management companies that are not public companies, enterprises must meet the following conditions:
+ Be a joint-stock company or limited liability company established and operating under Vietnamese law.
+ Comply with financial safety ratios and safety assurance ratios in operations as prescribed by specialized laws.
+ Have a bond issuance plan approved and accepted according to regulations.
+ Have financial statements for the year immediately preceding the issuance year audited by a qualified audit organization as prescribed.
+ The participants in the bond offering must be professional securities investors as defined by securities law.
- For the offering of convertible bonds or bonds with warrants:
+ The issuing enterprise must be a joint-stock company.
+ The participants in the bond offering must be professional securities investors, strategic investors, and the number of strategic investors must be fewer than 100.
+ Meet the offering conditions specified as follows:
++ Fully repay both principal and interest of issued bonds or fully pay due debts in the three consecutive years preceding the bond issuance (if any); except for cases of bond offerings to creditors that are selected financial institutions.
++ Comply with financial safety ratios and safety assurance ratios in operations as prescribed by specialized laws.
++ Have a bond issuance plan approved and accepted according to regulations.
++ Have financial statements for the year immediately preceding the issuance year audited by a qualified audit organization as prescribed.
+ Each separate offering of convertible bonds, bonds with separate warrants must be at least 06 months apart from the date of completion of the most recent offering.
+ The conversion of bonds into shares or the exercise of warrants must comply with the rules on foreign investor ownership ratios according to law.
What are judgments regarding disputes in bond purchase contracts in Vietnam?
Below is a compilation of judgments on disputes over bond purchase agreements:
| No. | Judgment Title | Date of Issuance | Court of Adjudication |
|---|---|---|---|
| 1 | Judgment 179/2023/KDTM-PT on bond purchase agreement dispute | August 15, 2023 | People's Court of Hanoi City |
| 2 | Judgment 27/2023/DS-ST on bond purchase agreement dispute | July 14, 2023 | People's Court of Cau Giay District, Hanoi City |
| 3 | Judgment 103/2023/KDTM-PT on bond purchase agreement dispute | May 30, 2023 | People's Court of Hanoi City |
| 4 | Judgment 162/2023/KDTM-PT on bond purchase agreement dispute | July 28, 2023 | People's Court of Hanoi City |
| 5 | Judgment 166/2022/KDTM-PT on bond swap agreement dispute | September 12, 2022 | People's Court of Hanoi City |
| 6 | Judgment 262/2020/KDTM-PT on bond purchase and guarantee agreement dispute | May 7, 2020 | People's Court of Ho Chi Minh City |
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