What are responsibilities of issuers of privately placed corporate bonds in Vietnam?

What are responsibilities of issuers of privately placed corporate bonds in Vietnam?

Pursuant to Article 34 of the Decree 153/2020/NĐ-CP (amended by Clause 23 Article 1 of the Decree 65/2022/NĐ-CP) stipulating responsibilities of issuers of privately placed corporate bonds in Vietnam as follows:

1. Comply with regulations on offering of bonds herein.

2. Properly manage and use funds raised from issuance of bonds according to bond issuance plans approved by competent authorities and regulations of law.

3. Make full and timely payments of bond principal and interests when they become due, and exercise associated rights (if any) for bondholders under terms and conditions of bonds.

4. Assume legal responsibility for accuracy, truthfulness and adequacy of bond offering dossiers and disclosed information; comply with regulations on financial management, statistical accounting and auditing as prescribed by law.

5. Issuers that fail to comply with regulations herein shall be liable to administrative penalties or criminal prosecution depending on the nature and severity of the violation. The imposition of administrative penalties shall comply with regulations on penalties for administrative violations against regulations on securities and securities market, and relevant laws.

6. Provide explanations for investors about the issuance plan, legal risks, investment risks, risks associated with use of funds, rights, benefits and legal liabilities of the issuer and of the investor.

7. Compulsorily redeem bonds before maturity as prescribed in Clause 3 Article 7 of this Decree.

What are responsibilities of providers of counseling on bond offering dossiers in Vietnam?

Pursuant to Clause 24 Article 1 of the Decree 65/2022/NĐ-CP stipulating responsibilities of providers of counseling on bond offering dossiers in Vietnam as follows:

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree when providing counseling on bond offering dossiers.

2. Comply with regulations on reporting laid down in this Decree.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and the provisions of this Decree. If a service provider commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.

What are responsibilities of bondholders’ representatives in Vietnam?

Pursuant to Clause 25 Article 1 of the Decree 65/2022/NĐ-CP stipulating responsibilities of bondholders’ representatives in Vietnam as follows:

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree when acting as a bondholders’ representative.

2. Comply with regulations on reporting laid down in this Decree.

3. Bear the management and supervision of SSC in accordance with regulations of the Law on securities and the provisions of this Decree. If a bondholders’ representative commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.

What are responsibilities of bidding, underwriting and brokerage service providers in Vietnam? 

Pursuant to Clause 26 Article 1 of the Decree 65/2022/NĐ-CP stipulating responsibilities of bidding, underwriting and brokerage service providers in Vietnam as follows:

1. Comply with regulations of the Law on Securities and the provisions of Article 14 of this Decree during their provision of bidding, underwriting and brokerage services.

2. Comply with regulations on reporting laid down in this Decree.

3. If a service provider commits any violations against regulations of law during its provision of services, it shall, depending on the nature and severity of the violation, be liable to administrative penalties in accordance with regulations on penalties for administrative violations against regulations on securities and securities market or criminal prosecution.”

27. Clause 3, Clause 4 and Clause 5 Article 38 are amended as follows:

“3. Perform management and supervision tasks to ensure the adequate and timely disclosure of information and reporting by issuers, bidding, underwriting and brokerage service providers as prescribed in this Decree and guidelines given by the Ministry of Finance of Vietnam.

4. When detecting any violations against regulations on information disclosure, reporting and trading of privately placed corporate bonds on the SE, request the violating issuer and relevant entities in writing to provide explanations and/or additional information, or report the case to SSC for consideration.

5. Promulgate regulations on receipt and supervision of information disclosure, reporting and operation of the corporate bond information webpage; regulations on trading of privately placed corporate bonds after obtaining approval from SSC.

Best regards!