TOPIC ON NEW SECURITIES LAW 2019

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CIRCULAR No.122/2020/TT-BTC
PROVIDING GUIDANCE ON INFORMATION
DISCLOSURE AND REPORTING PRESCRIBED IN
GOVERNMENT’S DECREE NO. 153/2020/ND-CP DATED
DECEMBER 31, 2020 ON PRIVATE PLACEMENT AND
TRADING OF PRIVATELY PLACED CORPORATE BONDS
IN DOMESTIC MARKET AND OFFERING OF CORPORATE
BONDS IN INTERNATIONAL MARKET

Presenter: Dr. NGUYEN THE THO

 Regulated Entities

 1. Issuers defined in Decree No. 153/2020/ND-CP: (Issuers that are joint-

stock companies or limited liability companies duly established and
operating under the law of Vietnam.
 2. Providers of counseling on bond offering dossiers; bidding
organizations; underwriters; issuing agents; registration and depository
organizations.
 3. The State Securities Commission of Vietnam (SSC).
 4. Hanoi Stock Exchange (HNX).
 5. Providers of services related to the private placement, registration,
depositing and trading of privately placed corporate bonds.

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 CERTAIN PROVISIONS ON INFORMATION DISCLOSURE
AND REPORTING
 Disclosure of information before bond offering
 1. Issuers shall disclose information before the bond offering in accordance
with Article 19 of Decree No. 153/2020/ND-CP: (Disclosure of information
before offering of corporate bonds)
 2. Information to be disclosed before the bond offering shall comply with
the form in Appendix I enclosed herewith.
 3. Methods of information disclosure shall comply with :
 a) Paper documents;
 b) Electronic documents;
 Issuers shall send information to be disclosed to HNX by using electronic
documents through its corporate bond information webpage.

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 CERTAIN PROVISIONS ON INFORMATION DISCLOSURE
AND REPORTING

 Disclosure of information on bond offering results and periodic

information disclosure
 1. Issuers shall disclose information on bond offering results in accordance
with Article 20 of Decree No. 153/2020/ND-CP. Information on results of
the bond offering in the domestic market to be disclosed shall comply with
the form in Appendix II enclosed herewith.
 2. Issuers shall disclose information on a periodic basis of every 6 months
and on an annual basis according to Article 21 of Decree No. 153/2020/ND-
CP and the form in Appendix III enclosed herewith.
 3. Methods of disclosure of information on bond offering results and periodic
information disclosure shall comply with Article aboved

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 CERTAIN PROVISIONS ON INFORMATION DISCLOSURE
AND REPORTING

 Disclosure of information on convertible bonds, warrant-linked bonds,

redemption of bonds before maturity and bond swap
 1. Issuers shall disclose information on conversion of bonds into shares and
exercise of warrants according to Clause 1 Article 23 of Decree No.
153/2020/ND-CP. Information to be disclosed shall comply with the form
in Appendix IV enclosed herewith.
 2. Issuers shall disclose information on redemption of bonds before
maturity and bond swap in accordance with Clause 2 Article 23 of Decree
No. 153/2020/ND-CP. Information to be disclosed shall comply with the
form in Appendix IV enclosed herewith.
 3. Methods of information disclosure:
 a) Information disclosed before the redemption of bonds before maturity or
before the bond swap shall be disclosed according to the methods
prescribed in Clause 1 Article 6 hereof.
 b) Information on conversion of bonds into shares, exercise of warrants,
results of redemption of bonds before maturity and bond swap results shall
be disclosed according to the methods prescribed in Article 6 hereof.
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 REPORTING BY PROVIDERS OF COUNSELING ON BOND
OFFERING DOSSIERS

 Reporting by providers of counseling on bond offering dossiers

 1. Organizations providing counseling on bond offering dossiers shall
submit quarterly and annual reports on their provision of counseling on
bond offering dossiers in accordance with Clause 1 Article 33 of Decree
No. 153/2020/ND-CP. A report shall, inter alia, include the following
contents:
 a) The number of counseling contracts executed in the reporting period,
volume of corporate bonds offered in the reporting period and the period
from January 01 to the end of the reporting quarter or year, and detailed
information about bond offering dossiers made in the reporting period
(including the issuer’s name, bond code, issue date, quantity, term and
issuance method);
 b) Assessment of compliance with regulations on offering conditions and
offering dossiers by each counseling contract performed and completed in
the reporting period as prescribed in Decree No. 153/2020/ND-CP.
 2. Recipients, form and method of submission of reports: Providers of
counseling on bond offering dossiers shall send required reports in the form
of paper documents to SSC. 6
 REPORTING BY BIDDING ORGANIZATIONS,
UNDERWRITERS, ISSUING AGENTS

 3. Deadlines for submission of reports: A quarterly report shall be

submitted by 15th day of the first month of the following quarter; an annual
report shall be submitted by January 25 of the following year.
 Reporting by bidding organizations, underwriters and issuing agents
 1. Bidding organizations, underwriters and issuing agents shall submit
quarterly and annual reports on bond offering in the form of electronic
documents to HNX as prescribed in Clause 2 Article 33 of Decree No.
153/2020/ND-CP and regulations on receipt and supervision of information
disclosure, reporting and supervision of corporate bond transactions made
at HNX.
 2. A report shall, inter alia, include:
 a) The number of contracts, and volume of bonds offered and to be offered
through bidding, underwriting or issuing agents in the reporting period and
the period from January 01 to the end of the reporting quarter or year;
 b) Results of bond offering through bidding, underwriting or issuing agent
in the reporting period of each issuer, including basic terms and conditions
of bonds as prescribed in Article 6 of Decree No. 153/2020/ND-CP,
issuance method, compliance with regulations on investors eligible to buy
bonds and structure of bondholders after offering and distribution of bonds. 7
 REPORTING BY REGISTRATION AND DEPOSITORY
ORGANIZATIONS
 3. Deadlines for submission of reports: A quarterly report shall be
submitted by 15th day of the first month of the following quarter; an annual
report shall be submitted by January 25 of the following year.
 Reporting by registration and depository organizations
 1. Registration and depository organizations shall submit quarterly and
annual reports on registration and depositing of bonds, and payment of
bond principals and interests until maturity of bonds; the number of
bondholders and trading of privately placed bonds as prescribed in Clause 2
Article 33 of Decree No. 153/2020/ND-CP.
 2. Contents of periodic reports (from January 01 to the end of the reporting
quarter or year) shall comply with the form in Appendix V enclosed
herewith.
 3. Reporting form: Registration and depository organizations shall submit
required reports in the form of electronic documents to HNX through the
corporate bond information webpage.
 4. Deadline for submission of reports: A quarterly report shall be submitted
by 15th day of the first month of the following quarter; an annual report
shall be submitted by January 25 of the following year.
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 REPORTING BY STOCK EXCHANGES

 Periodic reporting by HNX

 1. HNX shall submit quarterly and annual reports on issuance and trading
of corporate bonds according to Clause 3 Article 33 of Decree No.
153/2020/ND-CP and the followings:
 a) Reports on issuance and trading of bonds in the domestic market, and
issuance of bonds in the international market in the reporting period (from
January 01 to the end of the reporting quarter or year) shall be made
according to forms in Appendix VI enclosed herewith.
 b) In addition to the contents in Point a of this Clause, reports of the second
quarter and annual reports shall also include information on the issuer’s
finance and depositing of bonds issued in the domestic market according to
the form in Appendix VI enclosed herewith.
 c) Assessment of the offering and trading of corporate bonds in the
reporting period and the period from the beginning of the year to the end of
the reporting period (offering of corporate bonds; compliance with
regulations on information disclosures by issuers; compliance with

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 REPORTING BY STOCK EXCHANGES

 reporting regulations by service providers; bond trading; payment of bond

principal and interests; conversion of bonds; exercise of warrants,
redemption of bonds before maturity and bond swap).
 2. Recipients, form and method of submission of reports: HNX shall submit
reports in the form of paper documents to SSC; submit reports in the form
of paper documents and electronic documents to the Ministry of Finance
(via Department of Banking and Financial Institutions - email:
baocaotpdn.tcnh@mof.gov.vn).
 3. Deadline for submission of reports:
 a) A quarterly report shall be submitted by the last day of the first month of
the following quarter. The report of the second quarter shall be submitted
by September 30;
 b) An annual report shall be submitted by April 29 of the following year.

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 Effect and transition clause

 1. This Circular comes into force from February 15, 2021.

 2. This Circular supersedes the Circular No. 77/2020/TT-BTC dated
August 14, 2020 of the Minister of Finance.
 3. Reporting and periodic disclosure of information on corporate bonds
issued before the effective date of Decree No. 153/2020/ND-CP shall
comply with Article 44 of Decree No. 153/2020/ND-CP and regulations
herein until such bonds mature.

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