Decree No. 08/2023/ND-CP amendments to and suspension of some articles of Decrees prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market.

Pursuant to the Law on Government Organization dated June 19, 2015; the Law on Amendments to the Law on Government Organization and the Law on Local Government Organization dated November 22, 2019; 

Pursuant to the Law on Promulgation of Legislative Documents dated June 22, 2015 and the Law on amendments to the Law on Promulgation of Legislative Documents dated June 18, 2020;

Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

At the request of the Minister of Finance of Vietnam,

The Government promulgates a Decree providing amendments to and suspension of some articles of Decrees prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market.

Article 1. Amendments to Clause 3 Article 34 of Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market (hereinafter referred to as “Decree No. 153/2020/ND-CP”)

“3. Make full and timely payments of bond principal and interests when they become due, and perform corporate actions (if any) for bondholders under terms and conditions of bonds. In case of offering of bonds in the domestic market where the issuer is unable to make full and timely payment of bond principal/interests in VND according to the issuance plan disclosed to investors as prescribed in Article 17 of this Decree, the issuer may reach agreement with bondholders on payment of bond principal/interests using assets as follows:

1. a) The payment must comply with regulations of the civil code and relevant laws. In case of conditional business lines, the payment must also comply with regulations of law governing such conditional business lines.
2. b) The payment must be made with consent of bondholders.
3. c) The issuer shall make ad hoc information disclosure and assume the full responsibility for the legal status of assets used for paying bond principal/interests in accordance with regulations of law.”

Article 2. Amendments to Point b Clause 3 Article 3 of Government’s Decree No. 65/2022/ND-CP dated September 16, 2022 providing amendments to Government’s Decree No. 153/2020/ND-CP dated December 31, 2020 prescribing private placement and trading of privately placed corporate bonds in domestic market and offering of corporate bonds in international market (hereinafter referred to as “Decree No. 65/2022/ND-CP”)

“b) Changes in terms and conditions of bonds must comply with the following provisions:

– The compliance with Clause 3 Article 1 of this Decree must be ensured.

– The initial maturity of bonds, as defined in the issuance plan disclosed to investors, may be extended by up to 02 years.

– The issuer shall enter into a negotiation with the bondholder that does not accept changes in terms and conditions of the bond so as to ensure investors’ rights and benefits. If the bondholder refuses negotiation, the issuer shall perform all obligations to the bondholder according to the issuance plan disclosed to investors (even if changes in terms and conditions of bond have been accepted by bondholders representing at least 65% of total bonds).”

Article 3. The following regulations of Decree No. 65/2022/ND-CP shall be suspended until December 31, 2023 inclusively:

1. Regulations on determination of professional investors that are individuals in Point d Clause 1 Article 8 of the Decree No. 153/2020/ND-CP as amended in Clause 6 Article 1 of the Decree No. 65/2022/ND-CP.
2. Regulations on time limits for distribution of bonds in Clause 7 and Clause 8 Article 1 of the Decree No. 65/2022/ND-CP.
3. Regulations on reports on credit rating of issuers in Point e Clause 2 Article 12 of the Decree No. 153/2020/ND-CP as amended in Clause 9 Article 1 of the Decree No. 65/2022/ND-CP.

Article 4. Implementation

1. This Decree comes into force from the date on which it is signed.
2. Regarding bond offerings of which information to be disclosed before offering has been sent to the SE before the effective date of this Decree but the distribution of bonds has not been yet completed, the distribution of bonds shall comply with regulations on time limits for distribution of bonds in each offering in Clause 7 and Clause 8 Article 1 of the Decree No. 65/2022/ND-CP.
3. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces and central-affiliated cities, Boards of Directors, Boards of Members, General Directors or Directors of enterprises that issue bonds and relevant organizations and individuals are responsible for the implementation of this Decree./.