According to the Vietnam bond market report for the third quarter of 3 published by the Vietnam Bond Market Association, in the first 2024 months of 9, the value of corporate bonds (“TPDN”), newly issued bonds reached VND 277.450 billion, 14,3% higher than the value of corporate bonds due in 2024 of VND 242.578 billion. In the third quarter of 3, there were 2024 private issuances worth VND 126 billion, accounting for 113.349% and only 89,8 public bond issuances worth VND 4 billion, accounting for 12.864% of the total issuance value. In the first 10,2 months of 9, corporate bonds were still mainly issued through private methods, accounting for about 2024% of the total value of issued corporate bonds.

In this article, we only refer to the obligation to disclose information (“Information disclosure”) is limited in scope to enterprises that are not public companies and issue bonds through private methods in the domestic market according to relevant regulations in Decree 153.[1]Decree 65[2]Decree 08[3]Circular 122[4] and Stock Exchange Regulations[5]According to current regulations, bond issuing enterprises are responsible for disclosing information fully, clearly and promptly to bond investors and competent authorities; at the same time, they must be responsible before the law for the content, accuracy and honesty of the disclosed information.[6].

The obligation to disclose information of bond-issuing enterprises is associated with bond issuance activities, from the stage of preparing bond offering documents, the stage of offering bonds to the market and issuing bonds, during the time the bonds are in circulation until the bonds mature or are repurchased before maturity.[7] and are presented in a general way in the illustration table below:

Prepare and approve corporate bond offering documents[8]

During this stage, the issuing enterprise is responsible for collecting and providing basic information about the issuing enterprise and the bond offering to prepare the bond offering dossier, including:

• information about the enterprise; purpose of bond issuance; explanation of meeting the conditions for bond offering according to current regulations; conditions and terms of the bonds expected to be offered; some important financial indicators of the issuing enterprise in the 03 consecutive years before the year of issuance; payment of interest and principal of issued bonds and due debts; issuance and capital use situation for outstanding bonds; commitment to information disclosure of the issuing enterprise… when developing a bond issuance plan[9]; and
• Information about those responsible for disclosing information; the issuing enterprise (the process of formation and development, the organizational structure of the enterprise, main business activities and main projects that have been/are being implemented, financial situation, etc.); the offering (fulfillment of the conditions for bond issuance, the purpose of bond issuance, conditions of the bond, rights of bond investors, forms of security, collateral (if any), etc.); the plan for using the proceeds from the offering and the plan for paying principal and interest to investors; organizations related to the offering; risks that may be related to the bond offering, etc. when preparing the information disclosure on the private bond offering[10].

Information disclosure before private corporate bond offering

At least 01 working day before the bond issuance date, the issuing enterprise shall make a pre-offering announcement to investors registering to buy bonds and send the information announcement content to the Hanoi Stock Exchange.[11] ( “SGDCKHN”). The issuing enterprise shall disclose information in the following permitted forms for the information disclosure on the domestic bond offering and related documents to provide necessary information about the bond offering for potential investors to evaluate before making investment decisions. The issuing enterprise shall code the bonds according to the principles in Appendix II issued with the Regulations of the Stock Exchange. Related documents may include the Decision to appoint the legal representative and chief accountant of the enterprise and must be consistent with the documents in the information disclosure file before the bond issuance.

Permitted forms of information disclosure[12] of the issuing enterprise including: (a) paper documents; (b) electronic documents; (c) posted on the issuing enterprise’s website; and (d) posted on the Corporate Bond Information Portal at the Hanoi Stock Exchange[13] (hereinafter referred to as “Permitted Forms of CBTT”). Bond-issuing enterprises send information disclosure content to the Hanoi Stock Exchange in the form of electronic documents via the Hanoi Stock Exchange’s Corporate Bond Information Page (https://cbonds.hnx.vn/). The Hanoi Stock Exchange will synthesize the information received from bond-issuing enterprises to publish on the Corporate Bond Information Page.

For green bond offerings, in addition to the information disclosure content as prescribed above, the issuing enterprise must disclose information on the accounting, management and disbursement process of capital from green bond offerings for projects in the field of environmental protection and projects that bring environmental benefits according to the approved issuance plan.

In case of issuing bonds in multiple tranches, the issuing enterprise shall disclose information on the first tranche according to the above regulations and disclose additional information to investors registering to buy bonds in subsequent tranches and send a report to the Hanoi Stock Exchange within 01 working day before each tranche of bond offerings.[14]. Additional information includes the following main contents:[15]:

• Update the situation of bond offerings and capital use from previous offerings, according to the bond issuance plan; and
• Update on the financial situation of the issuing enterprise in case the subsequent offering is 03 months or more after the previous offering and in case the subsequent offering is in a different fiscal year than the previous offering.

note: In case the issuing enterprise sends the information to the Hanoi Stock Exchange in the wrong form, unclear, or misleading, the Hanoi Stock Exchange has the right to refuse to publish the information on the Corporate Bond Information Page or has the right to request the issuing enterprise to complete the information content before publishing.[16].

Offering and issuance of corporate bonds

The time for offering and distributing bonds of each offering shall not exceed 30 days from the date of information announcement before the offering.[17]. The total time for offering bonds in multiple tranches shall not exceed 06 months from the date of issuance of the first tranche. The issuing enterprise shall note that it is not allowed to offer bonds through mass media except in cases of information disclosure in accordance with the provisions of law on information disclosure on the stock market.

Announcement of results of private bond offering

No later than 05 working days from the date of completion of the bond issuance, the issuing enterprise shall send the information disclosure content on the results of the bond offering according to the Permitted Forms of Information Disclosure to bondholders and send the information disclosure content to the Hanoi Stock Exchange. The information disclosure content on the results of the bond offering sent to the Hanoi Stock Exchange is prepared according to form 2.1 in Appendix II issued with Circular 122 and the information for public disclosure is according to the form in Appendix III issued with the Regulations of the Hanoi Stock Exchange, including the following main contents:

• Information about the issuing company
• information on bond offering results;
• list and structure of investors purchasing bonds; and
• Organizations involved in the offering.

The Hanoi Stock Exchange receives information disclosure on bond offering results according to the form in Appendix III issued with the Hanoi Stock Exchange Regulations to publish information on the Corporate Bond Information Portal. In case the issuing enterprise wants to publicly announce on the Corporate Bond Information Portal the results of the bond offering according to form 2.1 in Appendix II issued with Circular 122, the issuing enterprise must attach an official dispatch according to the form in Appendix IV issued with the Hanoi Stock Exchange Regulations.

Periodic information disclosure on issuing enterprises and corporate bonds

Every 6 months and every year according to the fiscal year until the bond matures, the issuing enterprise is obliged to send the information disclosure content to bond investors and the Hanoi Stock Exchange according to the Permitted Information Disclosure Forms, specifically as follows:[18]:

• The issuing enterprise shall make periodic information disclosure every 06 months within 60 days from the end of the first 06 months of the fiscal year; and
• The issuing enterprise shall make periodic annual information disclosure within 90 days from the end of the fiscal year.

Issuing enterprises shall make periodic information disclosure every 6 months and annually according to the corresponding form in Appendix III issued with Circular 122 together with the following documents:[19]:

• The 06-month financial statements and annual financial statements of the bond-issuing enterprise have been audited or reviewed (if any); the unaudited annual financial statements and the unaudited or unaudited 6-month financial statements must be confirmed by the General Meeting of Shareholders or the Board of Directors or the Board of Members or the Chairman of the company. In case the issuing enterprise is a parent company, the disclosed financial statements include the consolidated financial statements and the financial statements of the parent company;
• Disclose information on the financial situation of the enterprise according to form No. 3.1 in Appendix III issued with Circular No. 122. In case the issuing enterprise is a parent company, the basic financial indicators of the enterprise are the figures on the consolidated financial statements;
• Status of payment of interest and principal of bonds according to form No. 3.2 in Appendix III issued with Circular 122;
• Periodic reports every 6 months and annually on the use of proceeds from bond issuance for outstanding bonds audited by a qualified auditing organization according to form No. 3.3 in Appendix III issued with Circular 122;
• Report on the implementation of the issuing enterprise’s commitments to bondholders; and
• Report on accounting and management of capital use from bond issuance with audited opinions from auditing organizations; report on disbursement progress, project implementation progress and environmental impact assessment report (only applicable to green bond issuance).

The Hanoi Stock Exchange receives periodic information disclosure content to synthesize and publish information on the Corporate Bond Information Portal and makes periodic or ad hoc reports to the State Securities Commission (“SSC”).SSC”) on the situation of corporate bond issuance. In case the issuing enterprise wants to periodically publicize information on the Corporate Bond Information Portal, the issuing enterprise must attach an official dispatch according to the form in Appendix IV issued with the Stock Exchange Regulations.

Unusual disclosure by the issuing company

The issuing enterprise must disclose information according to the Permitted Forms of Information Disclosure to bondholders and send the information disclosure content to the Hanoi Stock Exchange within 24 hours of the occurrence of one of the following events:

• Partially or completely suspend business operations, have operations suspended or have the Business License revoked; when there is a Decision on business reorganization or conversion;
• There is a change in information content compared to the information published when offering bonds, affecting the ability to repay interest and principal of bonds;
• change the terms and conditions of issued bonds, change the representative of bondholders;
• must make a mandatory early bond redemption; and/or
• upon receiving a decision from a competent authority on administrative sanctions for violations in the field of securities and the securities market or being handled for violations of the law according to regulations[20].

Disclosure of information on conversion of bonds into shares or exercise of warrant rights

Within 05 working days from the date of completion of the conversion of bonds into shares or the date of exercising the rights of warrants, the issuing enterprise must send the information disclosure content to the Stock Exchange.[21]. Information disclosure content according to form No. 4.1 or form No. 4.2 in Appendix IV issued with Circular 122.

The Stock Exchange receives information disclosures sent by issuing enterprises to synthesize and publish information on the Corporate Bond Information Portal and make periodic or ad hoc reports to the State Securities Commission on the status of corporate bond issuance.

Disclosure of information on early bond redemption or bond swap

Within 10 days before the date of early bond repurchase or bond conversion, the issuing enterprise must disclose information according to the Permitted Information Disclosure Methods to bondholders and send the information disclosure content to the Hanoi Stock Exchange on the early bond repurchase or bond conversion, including: method of organizing the repurchase or conversion; terms and conditions of the repurchase or conversion; volume of bonds repurchased or converted according to the plan approved by the competent authority. The information disclosure content is in accordance with Form No. 4.3 and Form No. 4.5 in Appendix IV issued with Circular 122. In case the enterprise wants to publicly disclose on the Corporate Bond Information Portal, it must submit an official dispatch in accordance with the form in Appendix IV issued with the Stock Exchange Regulations.

Within 10 days from the date of completion of the early bond repurchase and bond exchange, the issuing enterprise is responsible for reporting to the approving authority, approving the bond issuance plan and sending the information disclosure to the Hanoi Stock Exchange. The information disclosure content is according to form No. 4.4 and form No. 4.6 in Appendix IV issued with Circular 122.

The Hanoi Stock Exchange receives information disclosures sent by issuing enterprises to synthesize and publish information on the Corporate Bond Information Portal and make periodic or ad hoc reports to the State Securities Commission on the situation of corporate bond issuance.

[1] Decree 153/2020/ND-CP dated December 31, 12 of the Government regulating the offering and trading of individual corporate bonds in the domestic market and the offering of corporate bonds to the international market (“Decree 153“).

[2] Decree 65/2022/ND-CP dated September 16, 9 of the Government amending and supplementing a number of articles of Decree 2022 (“Decree 65“).

[3] Decree 08/2023/ND-CP dated March 5, 3 of the Government amends, supplements and suspends the implementation of a number of articles in the decrees regulating the offering and trading of individual corporate bonds in the domestic market and the offering of corporate bonds to the international market (“Decree 08“).

[4] Circular 122/2020/TT-BTC dated December 31, 12 Guiding the information disclosure and reporting regime according to the provisions of Decree 2020 (“Circular 122“).

[5] Regulations on the operation of the Corporate Bond Information Portal at the Hanoi Stock Exchange issued together with Decision No. 14/QD-SGDVN dated October 19, 10 of the General Director of the Vietnam Stock Exchange (“Stock Exchange Regulations“)

[6] Article 18 of Decree 153.

[7] According to the guidance of the Hanoi Stock Exchange, if corporate bonds mature in the first or second half of the year, the issuing enterprise must still fulfill the obligation to periodically disclose information every 6 months or annually, respectively.

[8] The corporate bond offering dossier must include the basic documents specified in Article 12 of Decree 153 and amended by Decree 65.

[9] Enterprises issuing bonds must develop issuance plans that include all the basic contents specified in Article 13 of Decree 153 and amended by Decree 65.

[10] The information disclosure on private bond offerings in the domestic market must be prepared according to the form in Appendix I issued with Circular 122.

[11] According to Clause 7, Article 3 of the Stock Exchange Regulations, the Hanoi Stock Exchange receives information disclosure or reports from enterprises and publishes information on the Corporate Bond Information Portal in accordance with the provisions of Decree 153, Circular 122 and the Stock Exchange Regulations.

[12] Article 6 Circular No. 122.

[13] The information page on corporate bonds includes the contents specified in Clause 2, Article 32 of Decree 153, amended by Decree 65.

[14] Clause 2, Article 19, Decree 153.

[15] Point b, c, Clause 3, Article 12, Decree 153.

[16] Clause 7, Article 3 of the Regulations

[17] Point c, Clause 11, Decree 153, amended by Clause 8, Article 1, Decree 65.

[18] Clause 1, Article 21, Decree 153.

[19] Clause 2, Article 21, Decree 153.

[20] Article 22 of Decree 153 is supplemented by Clause 17, Article 1 of Decree 65.

[21] Article 23 of Decree 153.

This article was written by Phung Anh Tuan (Executive Attorney) and Bui Bao Ngoc (Intern Attorney)

Disclaimer: This article was prepared by PTN Law Firm LLC (“PTN Legal”) is for informational purposes only. PTN Legal does not warrant or guarantee the accuracy or completeness of this information. The content of the article may be changed, adjusted, or updated without prior notice. PTN Legal is not responsible for any errors or omissions in this article or damages arising from the use of this article in any case.