What are documents included in the dossiers for offering of corporate bonds in international market in Vietnam?

What are documents included in the dossiers for offering of corporate bonds in international market in Vietnam?

Pursuant to Article 27 of the Decree 153/2020/NĐ-CP stipulating the dossiers for offering of corporate bonds in international market in Vietnam as follows:

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 SBV’s regulations.

c) The SBV’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 GMS/Board of Directors or Board of Members/Company’s President to approve the dossier for offering of bonds in international market.

What are regulations on approval and acceptance of a plan for issuance of corporate bonds in international market in Vietnam?

Pursuant to Article 28 of the Decree 153/2020/NĐ-CP stipulating approval and acceptance of a plan for issuance of corporate bonds in international market in Vietnam as follows:

1. With regard to a joint-stock company:

a) The plans for issuance of convertible bonds and warrant-linked bonds must be approved by GMS. Voting for ratification of the resolution on approval of the bond issuance plan must be carried out according to the Law on enterprises.

b) 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 GMS. Such report must be enclosed with the bond offering dossier and relevant documents.

2. 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.

3. Apart from the provisions in Clause 1 and Clause 2 of this Article, 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.

4. Apart from the provisions in Clauses 1, 2 and 3 of this Article, the authority to approve the bond issuance plan of an enterprise operating in conditional business lines shall comply with the specialized law.

What are regulations on disclosure of information before offering corporate bonds in international market in Vietnam?

Pursuant to Article 29 of the Decree 153/2020/NĐ-CP (amended by Clause 18 Article 1 of the Decree 65/2022/NĐ-CP) stipulating disclosure of information before offering corporate bonds in international market in Vietnam as follows:

1. The issuer shall disclose information according to regulations adopted in the issuing market and provisions herein.

2. At least 01 working day before the issue date of bonds in the international market, the issuer shall send the information to be disclosed before the offering to the SE. The information to be disclosed before offering shall comply with guidelines given by the Ministry of Finance of Vietnam.

3. The Stock Exchange shall receive information disclosed before offering as prescribed in Clause 1 of this Article for consolidation and reporting on issuance of corporate bonds in the international market in accordance with the provisions in Article 33 hereof. The Stock Exchange’s receipt of information disclosed by the issuer does not mean that it confirms and guarantees the issuer’s offering of bonds.

Best regards!