Bond offering dossier of corporate bonds in Vietnam

Bond offering dossier of corporate bonds in Vietnam (Internet image)

1. What are corporate bonds?

According to Clause 1 of Artcle 4 of Decree 153/2020-ND-CP, ccorporate bond means a type of debt security with a term to maturity of at least 01 year, issued by an enterprise to confirm the bondholder's legitimate rights and interests over a part of its debts.

2. Bond offering dossier in Vietnam

Bond offering dossier under Article 12 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP) includes:

(1) The issuer shall prepare a bond offering dossier which shall be used for offering, trading and payment of bond principals and interests.

(2) A bond offering dossier shall include the following documents:

- The bond issuance plan which is prepared according to Clause 1 Article 13 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP);

- Documentary evidences of fulfillment of bond offering conditions laid down in Article 9 and Article 10 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP);

- The disclosure of information about the bond offering which is made according to the provisions of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP) and guidelines of the Ministry of Finance of Vietnam;

- The contracts signed between the issuer and the bond offering-related service providers, including:

+ The contract signed with the organization that provides counseling on bond offering dossiers;

+ The contracts signed with organizations providing bidding, underwriting and brokerage services in conformity with the bond issuance method prescribed in Article 14 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP), unless bonds are sold directly to buyers;

+ The contract signed with the representative of bondholders as prescribed in the Law on securities (if any) for supervising the fulfillment of the issuer’s commitments. Where bonds are offered to professional investors that are individuals, the bond offering dossier must include the contract signed with the representative of bondholders as prescribed in Clause 7 Article 14 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP) and the Law on securities;

+ The contract signed with the collateral-managing agent in case of offering of secured bonds (if any);

+ The contracts signed with other organizations involved in the bond offering (if any).

- Periodical reports on use of funds raised from the bond issuance in respect of outstanding bonds as prescribed in Point c Clause 2 Article 21 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP).

- The report on credit rating of the issuer that is subject to compulsory credit rating as prescribed in Clause 2 Article 19 of the Decree 155/2020/ND-CP of which the time of application is prescribed in Clause 3 Article 310 of the same document.

+ The issuer or offered bonds are rated by a credit rating organization that is granted the certificate of eligibility by the Ministry of Finance of Vietnam in the following cases:

++ The total value of bonds at their face value raised in every 12 months exceed 500 billion VND and exceed 50% of the equity according the latest annual financial statement that is audited (or examined half-year financial statement if the issuer is required to disclose the examined half-year financial statement) by an accredited audit organization; or

++ The bond outstanding at face value on the offering registration date exceed 100% of the equity according the latest annual financial statement that is audited (or examined half-year financial statement if the issuer is required to disclose the examined half-year financial statement) by an accredited audit organization.

+ The regulations above will be applied after 02 years from January 1, 2021.

- The decision to approve and accept the bond issuance plan;

- The written approval given by a competent authority as prescribed in specialized laws (if any);

- A commercial bank or FBB’s confirmation of the issuer’s account opened for receiving payments for non-convertible bonds without warrant or of the issuer’s escrow account opened for receiving payments for convertible bonds or warrant-linked bonds offered.

In case the issuer is a commercial bank, its confirmation of receipt of adequate payments for offered bonds is required;

- In case of offering of convertible bonds or warrant-linked bonds by public companies, securities companies or fund management companies, in addition to the documents above, the bond offering dossier shall also include:

+ The application for registration of bond offering made using the form in Appendix I enclosed with Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP).

Appendix I

+ The copy of the decision to approve the bond offering dossier issued by the General Meeting of Shareholders (GMS)/Board of Directors.

+ The issuer’s commitment not to commit violations against regulations on cross ownership as prescribed in the Law on Enterprises at the time of conversion from bonds into shares and exercise of warrant.

- In case of offering of secured bonds, in addition to the documents above, the bond offering dossier shall also include:

+ Documentary evidence of the legal status of the collateral;

+ Collateral valuation reports provided by qualified valuation service providers;

+ Documents proving completion of registration of collateral as security interest as prescribed by law on registration of security interest;

+ Documents/information on the order of payments made to bondholders in case the collateral is used for debt payment.  

- The written certification of bond buyers as prescribed in Point d Clause 2 Article 8 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP).

Before buying bonds (both in primary market and secondary market), each investor must sign a written certification of compliance with the provisions of Points a, b and c of this Clause, and shall assume responsibility for its decision to buy bonds after signing the certification.

The written certification shall be made using the form in Appendix V enclosed with Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP), and shall be kept together with the bond offering dossier or by the securities company where the investor conducts bond transactions in accordance with regulations of law.

Appendix V

- The written confirmation by the organization providing bidding, underwriting or brokerage services of transfer of funds raised from the bond offering to the issuer’s account.

If the issuer is a commercial bank, its confirmation of receipt of adequate funds raised from the bond issue is required.

- Other documents related to the bond offering (if any).

(3) In addition to the documents prescribed in Item (2), a multiple-wave bond offering dossier shall also include:

- Documents about the project or plan that uses funds in multiple stages;

- Updates on offering and use of funds raised in previous offering waves according to the bond issuance plan;

- Updates on the issuer’s financial status in case the interval between two offering waves is 03 months or longer, and two offering waves are made in two different fiscal years.

(4) Financial statements of the year preceding the year of issuance included in the bond offering plan must be duly audited by an accredited audit organization. 

The financial statements must receive unqualified opinions. If the audit report has qualified opinions, they must not affect the bond offering conditions; the issuer must provide explanatory documents confirmed by the audit organization that the qualified opinions do not affect the bond offering conditions.

- If the bond offering is performed within 90 days from the end of the fiscal year when the audited financial statements or the audited consolidated financial statements of the year preceding the year of issuance are not available, the issuer may submit the half-year financial statements and financial statements of the fourth quarter of the year preceding the year of issuance/latest monthly financial statements of the year of issuance.

All financial statements must be reviewed or audited by accredited audit organizations.

Within 20 days from the issue date of the report on audit of annual financial statements, the issuer shall make information available to bondholders.

- If the issuer is a parent company, the financial statements included in the bond offering dossier shall consist of the audited consolidated financial statements of the year preceding the year of issuance and the audited financial statements of the parent company of the year preceding the year of issuance.

Within 90 days from the end of the annual accounting period, if the audited financial statements or the audited consolidated financial statements of the year preceding the year of issuance are not available, the provisions of Point a of Clause 4 of Article 12 of Decree 153/2020-ND-CP (amended in Decree 65/2022/ND-CP) shall apply.

Quoc Dat

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